The level was dark and foggy, and Rainbow Dash found herself breathing heavily. She knew that there was some egghead word for what she was experiencing, but she could not remember it. The fact she was outside, and yet the ceiling was so low, induced a kind of minor panic within her, like the space itself was so tight that it was closing in on her.

She had thought the city consisted of multiple large levels, like the upper two she had been in before. Apparently, though, the true lower levels were nothing like that. They were tight and compact, in some places so low that most ponies would have bumped their heads. This one in particular was unpleasant. It was dark and barely lit. The ceiling was concrete in most places, but covered in layers of pipes, some of them almost forty feet wide, spreading out in all directions and many of them leaking foul-smelling fluids onto the streets below.

Not that there were proper streets, even. Most of the level consisted of oddly obtuse and strangely silent buildings crammed into whatever spaces were left by the pipes and odd inconsistencies in the level. Some sat in corners, and others clung precariously over the edge of vast chimneys that led even further downward to depths that Rainbow Dash could not see through the perpetual, acrid fog. Instead of true streets, the area consisted mostly of rusted catwalks and cracked pavement that may once have been roads long ago.

The ponies, likewise, were strange. Even as a newcomer to the future, Rainbow Dash could tell that they were not in a nice place. The ponies lurking in the shadows were dirty and frowned as she, Proctor, and Five walked by. Many had significant parts of their bodies replaced with metal, often in ways that produced extraneous arms or appendages that normal ponies did not have, or limbs that were disproportionally thin, or large, or jointed. Other ponies, who usually dressed in ways to conceal themselves, moved strangely and spoke in words that were more gurgles than real words. Rainbow Dash had only seen one of their faces, and only partially. It had had bright, reflective eyes and long, fang-like teeth.

“I do not like this place,” said Five, her voice muffled through the respirator mask she was wearing. In order to disguise their identities, Five had donned a mask, and Rainbow Dash a wide visor that obscured her eyes. Both of them were also wearing “clothes”, although not in any way that Rarity would have understood.

“It itches,” said Rainbow Dash, pushing at the cloth that surrounded her. Like always, her hoof passed through it, revealing that it was no more than a hologram projected from a small generator around her neck.

“No it doesn’t,” muttered Five. “It’s a hologram. You can’t even feel it. Trust me, most ponies wear this. Cloth is expensive.”

“Gell wears a cloth cloak.”

“Because she believes it to be more ‘demonic’.”

“Then why doesn’t he have to wear it?”

They both looked at Proctor, who, despite his saddlebags containing various electronic components, was otherwise unclothed.

“Because all of them look the same,” said Five.

“Hey, that’s not fair…”

“Actually,” said Twilight_Proctor, “this body is designed to closely resemble a standard assistance unit, although I admit, the eyes are custom. Only a robotics expert would realize that it is non-stock. Five barely even could.”

“I’m actually surprised,” said Rainbow Dash.

“I knew you were custom, at least,” snapped Five, carful to be quiet as the group passed several half-robotic diamond dogs lurking in an alley.

“Not that,” said Rainbow Dash. “I thought, you know, this would be some real spy stuff- -but we just walked right down here.” She looked around. “Wherever ‘here’ is…”

“The police are busy,” said Five. “Probably trying to figure out what has occurred upstairs.”

“That, and the disappearances,” said Proctor.

“Dissapearances?” said Rainbow Dash.

“Yes. What, you didn’t know?” The light in his head flashed pink. “Ponies are just walking down the street and then- -getting disappeared!” He raised his hoofs, as if to scare Rainbow Dash. With the way he looked like a staring metal skeleton, he actually sort of did. “That, and there’s some kind of disease outbreak going on right now all over the place…because ponies don’t cover their mouths when they cough.”

“Incurse,” said Five.

“What?” said Rainbow Dash.

“It’s not disappearance. The Incurse. They are leaving.”

“Leaving? Why?”

“I don’t know. But they are afraid. And this worries me greatly.”

They continued deeper into the level, and Rainbow Dash became increasingly nervous. Most of it, she believed, stemmed from Five. Five was a pretty hard-core pony, at least in Rainbow Dash’s opinion, and Five seemed to be worried, continually searching the tops of buildings and eying every passerby carefully. Her fear, or whatever she had instead of fear, was contagious.

Proctor, meanwhile, seemed completely oblivious. He would simply follow behind them, sometimes humming, periodically switching between personalities. Sometimes he would hop along like Pinkie Pie, other times simply walk like the others, or suddenly cower behind Five like Fluttershy, especially when an especially frightening looking pony would pass them.

“I can kinda see what you meant about the lower levels,” said Rainbow Dash as an especially large pony, his eyes gouged out and replaced with a pair of red, point-like lights, clicked by on spider-like legs.

“Lower levels,” muttered Five. “This isn’t just any lower level. This is Gene Ward.”

“Like…pants?”

“Genes, darling. Not ‘jeans,” said Proctor_Rarity. “Although, if I do say so, one is indeed necessary to properly pull off the other.”

“Wait…who’s getting their jeans pulled off?” asked Rainbow Dash, blushing.

Five sighed. “Don’t laugh. This isn’t funny. I don’t like this place, and I am currently unhappy. This is a bad place. This is where ponies come for…modifications.”

“Modifications?” gulped Rainbow Dash.

“Cheap cybronics. Gene splicing. Body-part transplants. That manner of thing. This is where research happens, the kind that is illegal upstairs.” She gestured toward half of the corroded, office-like buildings. “Do you know what happens in these?”

“No.”

“Mostly animal research,” said Twilight_Proctor. “The kind that doesn’t need approval. Several are surgical branches, though. Rumor has it that some do pony experimentation.”

Rainbow Dash was suddenly feeling much less pleased about being in this level. “Pony…research?”

“Shouldn’t be a problem,” said Five. “They mostly use chiropterans. What I’m worried about is the splicers.”

Five nodded. “Don’t turn your head. Ten.”

Rainbow Dash’s eyes turned, and she saw in the distance something with many legs crawling down a wall toward an overfilled dumpster with a decayed biohazard sign on it. From the silhouette, she could see that it was a pony- -but it had far too many legs, and a pair of appendages that reached into the dumpster, jingling bottles as it searched.

“Oh, they’re not actually dangerous,” said Proctor_Shy. “Just misunderstood. The upgrades rarely make them aggressive.”

“No,” said Five, “but they do often have claws, venom, teeth, excessive strength- -I don’t like them.”

“Well, it’s not nearly as bad as the Depths. I hear they have even found some Wasteland mutants down there.” He switched back to Twilight_Proctor. “Although, in agreement with you, there have been several criminal reports of a Galloway spliced with squid genes committing…crimes, in this area.”

“What kind of- -crimes?” asked Rainbow Dash. “Not that I’m afraid or anything. Just want to know.”

“Well,” said Proctor_Rarity, “like I always told my dear sister Sweetie Belle- -or rather, I suppose, what Rarity told her- -‘never trust any creature with tentacles’.” Proctor shivered.

“Why?” asked Rarity.

“Ask Gell when we get back,” said Five. “She’s into that sort of thing.” She turned toward Proctor, annoyed. “Now where exactly are we going? Why did you bring me down here? Because the mercenary forces down here are not exactly ‘high quality’.”

“Right,” said Proctor_Dash. “We’re trying to find a place called Yuloff Consulting.”

“Um…why?”

“Well,” said Twilight_Proctor, “Back when I was connected to Proctor, I found this place. It was founded five years ago by Vladimir Yuloff.”

“A Vladimir? What is one of them doing in 616?”

“Not sure, although I believe personally that it may be a pseudonym.”

“Why would such be required?”

“Because Yuloff is a start-up company funded by a grant from Development Oversight, which is owned by Summerset Holding Company, which is itself a block of Sixty Fourth Holding.”

“So what?”

“So…none of those are real companies.”

“What?”

“I checked. Or, rather, what would become me checked. The records of all employees are illogical, but in ways that only a high-level VAI would see. Ponies supposedly working in enclaves not ever purchasing food on credit chips, for instance, or not having cutie marks registered in the optional database.”

“So am I supposed to believe that there is some kind of conspiracy?”

“No. Those holding companies are not real. They are owned by Thebe.”

Five stopped, and Rainbow Dash bumped into her, both their clothing interfering with each other and flashing slightly. Five turned around, and even through the gas-mask, Rainbow Dash could see that she was glowering. Rainbow Dash had always wondered what a glower looked like, and now she knew.

“Thebe?” she said. She put her hoofs on Proctor’s shoulders, her metallic claws digging in. She shook Proctor vigorously. “THEBE? You expect me to deal with this, now?! We don’t mess with Thebe!”

“Hey,” said Pinkie_Proctor, shrugging. “I’m not alive. She can’t kill me.” Then, back to Twilight_Proctor. “But that’s the thing- -their funding was a one-shot. They haven’t renewed it. As far as I can tell, they got abandoned by their parent company and moved down here.”

“And what exactly is so important of this?” demanded Five.

“Nopony knows exactly what they research. But I am not a pony. I believe they may be working on a supersoldier project.”

“Supersoldier?” said Rainbow Dash, finally hearing something that she could understand.

“Supersoldier,” sighed Five. “Proctor. If they had made a proper soldier: they wouldn’t be down here!”

Proctor shrugged. “Hey. Worth a shot.”

Five muttered something. Rainbow Dash could not hear all of it. “Takes me down to Gene Ward…supersoldier…should force-feed him sod…one of these days…no survivors…”

“This is?” said Five.

Rainbow Dash looked up at the convolution of buildings. They did not look much different from the rest of the level- -they were the same dark, oddly angled structure with small, opaque windows. This particular one was built in an especially dark corner, which had caused it to develop an especially strange form, with numerous asymmetrical levels and long alley inroads.

“It isn’t labeled or anything,” noted Rainbow Dash.

“Of course not,” said Proctor_Rarity. “But this is indeed the location you seek…and oh my, it is just as dreary as I suspected it would be. Part of it is administration, I believe, and a good deal of it is abandoned now. You will be looking for section Four B.”

“You make it sound as though you will not attend,” said Five.

“Heavens, no!” said Proctor_Rarity, putting his hoof across his forehead dramatically. “I simply cannot be seen in Yuloff Four B! What would the papers say? My reputation would be ruined.” She paused, and her voice became more serious. “That…and if Proctor_Shy sees what’s in there, I fear that she might…well, do something unladylike.”

Proctor took off his saddlebags and dumped the electronics onto the wet and stinking pavement. He sat down and started work on them. “Have fun, now.”

Five growled slightly as she entered the crevice between two parts of the building. Rainbow Dash paused, and then followed, looking back to check on Proctor, who seemed intent on his LCD screens and bits of wire.

“I do not like him,” said Five.

“Really?” said Rainbow Dash. “I hadn’t noticed. I mean, I don’t mind him- -but I don’t get why you are keeping him. What is he to you?”

“Perceptive. Because he has a part I need, and he will not relinquish it.”

“A part? Is that all he is to you?” Rainbow Dash felt angry, perhaps disproportionally so. Proctor was a robot, and a bit strange, but for some reason Rainbow Dash found herself involunarally thinking of him as her friends.

“You don’t know me very well, do you?”

Five pulled off her mask and deactivated her holographic clothing, retracting it into one of her gauntlets. Rainbow Dash did the same, with a bit of fumbling. Then, finally, they came to a door under a wide concrete overhang in the back of the office: one labeled 4B.

“What do you think is in there?” asked Rainbow Dash, refusing to accept her nervousness.

“It is an unlabeled research laboratory in Gene Ward. Possibly funded by Thebe. And…” Five pushed on the door. It slid open easily with a loud creak. “Unlocked. I have no idea. It will be unsavory, though. You want to sit with the robot?”

“You don’t know me very well, do you?”

“Well, then, let’s go see some stuff we will fail to unsee.”

Five pushed open the door and stepped in. Rainbow Dash followed, flying.

They entered into a narrow hallway. There appeared to be a spot for a receptionist, or perhaps a security guard, but it was empty. The desk and chair were instead filled with moldy boxes of papers. The hallway itself was dark, lit only by a few tubular fluorescent lights, several of them dim and purple and most of them completely dead.

“What a dump,” said Rainbow Dash.

“Quiet,” said Five, drawing her weapon- -the full rifle this time, not the pistol- -and extending the barrel. She pushed slowly down the hallway, carefully moving past a set of wheeled racks- -all of them filled with empty, stinking cages.

“Do you think it’s abandoned?” whispered Rainbow Dash.

“No,” said Five. “Definitely not. Not with a smell like this.”

Five was right. Even Rainbow Dash could smell that something other than the cages smelled terrible. It was a strong, rotting smell, like a pile of manure mixed with ammonia, or like a really strong version of what Fluttershy’s house smelled like.

They moved down the hallway, and deeper into the building. Eventually they reached a door with a crooked sign marked “Research- -holding room one”. Five’s ears were twitching, indicating that she heard something.

“Here,” she said. “I can hear things moving behind this wall. Voices, even.”

“So…time to put away the gun?”

“Um, how about no?”

She pushed down the handle of the door and pushed it open. The gust of air that met them was putrid, and caused Rainbow Dash to gag and drop out of the air.

“What the- -oh, Celestia, the smell!”

“I know,” said Five, stepping into the room. Rainbow Dash hesitantly followed. Although Five scanned the area, the room itself was dark. “Well, nothing in here wants to kill me…but something is wrong. Dash, hit the lights.”

“Lights?” Rainbow Dash felt along the walls, but instead of finding a switch found a round dimmer switch. “Oh Luna’s black-stained…” she fumbled with the round knob. It was not meant for hoofs.

“Manipulator claws, Dash,” said Five. “Before I start to panic and start shooting…”

“Oh,” said Rainbow Dash. “Right.” She lifted her robotic arm, and the three claws flicked out. She pinched the dimmer switch and slowly turned it.

As the light came up, the contents of the room became apparent to both of them.

“By Satin’s worm-infested anus,” whispered Five, stepping backward rapidly.

Rainbow Dash did not understand Five’s reaction. On the ground before them was a large pen containing animals of some kind. The pen itself was filty, with an uncleaned litterbox that the animals within hardly even seemed to use. The animals themselves sat in several piles. They were variable in size, with the largest being just over a foot long, or a quarter the body length of a pony, and covered in thick, colorful hair.

They seemed to have been awoken by the light, and one of them looked up at Rainbow Dash, at which point she suddenly felt slightly more disturbed. When she saw their faces, and their tiny hooves and manes, she realized that they tiny, fluff-covered ponies.

“Am bwite time aweady?” one of them asked as they all seemed to wake up. Hearing one talk actually did cause Rainbow Dash to take a step back, and Five to jump hallway across the room. The others all started to awaken leave their piles, walking toward the edge of the pen, which Rainbow Dash realized had been left open.

“Nyu fwends?” they asked.

“Bwing nummies fow babbehs?”

Five seemed to be on the verge of panic. “Proctor,” she growled. “In the name of all that is purified by the luminescent crystal of Order, I will murder that machine!”

Rainbow Dash looked down at one of the tiny ponies that had approached her legs. It was apparently female, with several tiny ponies nestled on its back.

“Okay,” said Rainbow Dash. “I’ll admit, this is weird. Really, really weird. But they don’t seem to be threatening- -”

Almost as soon as she said it, she felt a weight on her back. She looked back to see a tiny stallion pumping furiously on her, trying to push her tail aside.

“Giv big mawe- -enf!- - bestest speciw- -enf!- -huggies!” it cried, “have bestest- -enf!- - babbehs!”

“No you don’t!” cried a voice from the doorway. Rainbow Dash turned to see a pony burst into the room, wielding a long stick with two sparking electric probes on the end, moving faster than she had ever seen anypony move before, a wild scowl on his face. “Taste sorry stick, newb!”

He rammed the prongs into the pony on Rainbow Dash’s back, and the tiny creature screamed as it convulsed, its long hair standing on end. At the same time, its compatriots screamed out.

“Scawy!” they cried, each releasing torrents of feces and trying to run, only for their hooves to skitter on the already filthy tiled floor and slide into each other and various objects, injuring themselves and crying.

The pony that had been on Rainbow Dash’s back dropped to the floor, smoking and twitching slightly, its eyes facing different directions and filled with tears. “Nu…nu huwt babbeh…” it mumbled.

“Did he get you?” demanded the electric-stick wielding pony.

“Get me?” asked Rainbow Dash, not understanding. Then it clicked, and she blushed profusely. “No, no he didn’t!”

“You’re lucky, then,” said the pony, crossing to where the tiny fluffy creature had fallen and slapped it across the floor with the non-electrical part of his stick. He seemed to be enjoying doing so perhaps a bit too much.
The pony who had burst into the room was dark gray, and unshaven, his face hollow and sick looking. His cutie mark, which was partially covered under his lab coat, was of a series of CRT monitors, or something similar. He turned to Five and Rainbow Dash. “Now who are you? What are you doing here? Micron! Intruders! Get in here!”

“What is it?” said another voice, this one distorted and electronic. Another pony entered the room- -or rather, an equidroid. He seemed to be made out of a number of heterogeneous parts from different venders, including a two-pronged left foreleg, as well as a secondary pair of arms protruding from his back. He had no real eyes, but a visor that covered where they would have been on a living pony.

The equidroid looked down at the still twitching electrocuted pony. “By the Savior Machine, Kneck, you derped another one!”

“He’s fine,” said the other pony. “Memory’s probably erased, though. That happens.” He seemed to realized that he was getting distracted, and pointed his electrical stick as Rainbow Dash. “Hey! Answer my question!”

“We are leaving,” said Five. “Isn’t that right, Dash?”

“We were told we could fine a supersoldier here,” blurted Rainbow Dash.

The gray pony and the equidroid looked at each other. The organic one looked back at Rainbow Dash. “Where in the wide world of Equestria did you- -oof!”

The equidroid jammed one of its back-arms into his side.

“Kneck,” it hissed. “I think we might have customers.”

Kneck looked like he was about to punch the equidroid, but then his face lit up.

“You mean the kind that makes funding?”

“Yes, that kind.”

“Well okay, then!” he holstered his weapon and bowed excessively. “My apologies, ladies. I am Dr. Beard, and this is Micron. I don’t know how you found out about us, but welcome to Yuloff!”

Five approached Rainbow Dash, carefully stepping over the cowering ponies on the floor, which seemed to be starting to forget about what happened. Some of them were still crying in pools of feces and urine, but some were starting to perform strange sitting-position hugs, repeating words like “wuv” and “huggies”.

“Doctor, you say,” said Five, incredulously. “Where did you get you’re PhD?”

“From a very fine chiropractic school, thank you very much,” he grunted, his eyes narrowing. “And don’t think I’m above giving a pretty mare the sorry stick. You did just break into a classified facility.”

Five shuddered violently. “And you’ve crossed a line, here,” said Five. She reached down and snatched up one of the tiny ponies from the floor.

“Nu wike! Bad upsies!” it cried, flailing wildly.

“What is this?” demanded Five.

“That’s our product,” said Micron. “We make those.”

“Are they…are they ponies?” asked Rainbow Dash, suddenly feeling increasingly disgusted.

“They are Exmoori,” said Five. “Or at least used to be. You are attempting to clone Exmoori!”

“How did you- -”

“What are Exmoori?” asked Rainbow Dash.

“Fluffy ponies,” said Five, dropping the creature to the ground. “One of the six fundamental species of ponies.”

“Six?”

“Earth ponies, unicorns, Pegasi, chiropterans, burrowing pegasi, and fluffy ponies,” said Five, “except two of those have been extinct for five millennia, and for good reason. Why would you try to bring them back?”

“Why would that be bad?”

“Oh, I don’t know- -because they are the most hideously violent and war-like creatures to ever roam Equestria? There’s a reason why Celestia exterminated them.”

“No way,” said Micron, picking up one of the creatures and holding it against him, comforting it. “They are not cruel. They have the minds of children, and their bodies are profoundly fragile.”

“They are sick little freaks,” said Dr. Beard. “I would burn them all if I could.” He turned toward the fluffy ponies. “Yah hear that! I would give you all ‘wowstest buwnie huwties’ if I didn’t have all my money in this failed plot-poke!”

“Nuuuu!” cried the various fluffy creatures, once again cowering. “Nu huwt! Fwuffies nu fow huwties! Fow wuv and huggies!”

“Come on, Kneck,” said Micron, putting the pony he was holding back down. “You know that I have to clean this place.”

“Well you like playing with the fluff.” Dr. Beard turned back to Five. “Come on. Let me show you the lab. You seem to know an awful lot for a mare, so this might interest you.”

Dr. Beard led them out into the hall, kicking several fluffy ponies who tried to follow them back into the room, closing it. Rainbow Dash suddenly felt sick, and not just from the smell. Those things, after all, were ponies, just like she was. Five seemed completely disinterested, though.

They were led deeper into the facility, past more racks of cages, some of them not so empty. The hallways were all dark and crumbling, the floors tearing up but apparently still in use. The floors themselves were unwept and dirty, and in some corners, Rainbow Dash saw piles of fluff that only marginally looked like ponies. It looked like a hospital out of some horror movie.

“Here,” said Dr. Beard, opening a door. He entered, flicking on the light and revealing a sort of makeshift laboratory filled with old, uncleaned equipment- -as well as several fluffy ponies wandering around, speaking to each other in their strangely annunciated language.

“Check this out,” said Beard, pulling a handle to unhook a storage unit. The cover retracted, and several tubes extended from the cold air within. He pulled one of them out, and although the glass frosted almost instantly, Rainbow Dash was able to see that it contained a lock of pink hair.

“Genuine fluff from- -”

“The Beast of Exmoor,” whispered Five, her eyes wide.

“Yes,” said Beard, confused. “How did you know?”

“Five years ago, a Matriarch in Tartarus was injured.”

“A Matriarch?” asked Rainbow Dash.

“Really, really big demons. As in second only to Satin herself. As in, could crack this planet in half. It was big news in the demon community. Now I know why. The last of the fluffy ponies is imprisoned in Tartarus- -and I don’t even want to know how many demons were killed taking that fluff before the Matriarch intervened.”

“Cool,” said Beard, looking at the fluff, and then putting it back in the deep-freeze rack. “I didn’t know where exactly we got it. We got a huge start-up grant, and the company that gave it to us brought in that. Said we were supposed to clone it, and, well you see how that turned out.”

Rainbow Dash looked at the fluffy ponies in the room. Some of the fat, waddling creatures were chasing each other around, laughing, while others were hugging. Most of them were dirty, though, and some appeared sick, and some were defecating in corners of the room. They were, in their own way, though, adorable, if really strange; yet, somehow, Rainbow Dash still found that she could not bring herself to like them.

“Unfortunately, cloning tech is already rough,” said Beard. “And when we don’t know anything about what we’re trying to make is supposed to look like, we have to make…substitutions. Their genetics are…well, let’s just say there’s a few subluxions.”

“Not only that,” said Micron, “but the funding dried up pretty quickly. We’re on a shoestring here as it is. There used to be more of us…but now it is just us.”

“We’ve tried moving what we have to market,” said Beard. “Or thought about it. We’ve considered marketing them as pets, but they’re fully reproductively compatible with normal ponies.”

“Have you considered castration?” asked Five. A fluffy stallion near her suddenly jumped and ran off.

“Nu take speciw wumps!” it cried. “Fwuffy am gud fwuffy! No huwt!”

“It destroys them psychologically,” said Micron. “Needless to say, Kneck has done it a lot.”

“How about quadruple amputation?”

“Nopony wants a pet that can complain but can’t do anything for itself.”

Rainbow Dash was now feeling incrediably sick at the ease at which these three were talking about such horrible things. She wanted to fly, to get away from the smell. She felt dirty, and wanted a shower, even if Gell was there with her again.

“We’ve even considered food use, but the meat is junk. Not even demons will eat it.”

“I don’t doubt it,” said Five.

“And supersoldiers…I almost laughed when you said that. Yes, we considered it…that’s where the money is in this business. But these things are incredibly weak. Compound fractures, combustion- -I can’t even splice genes into them anymore. We’re stuck with these rat-creatures.”

“They’re not rats!” cried Rainbow Dash, causing several of the fluffy ponies to run and hide under things. “They’re ponies! They think, feel- -how can you do this to them?”

Beard shrugged. “They’re abominations. Abominations of our own creation, sure. Their only purpose is to make us money.”

Rainbow Dash stared at him for a moment, feeling her anger rising. Before she could reach out and try to strangle him, though, Five spoke.

“Yes,” she said.

“Five, don’t tell me you- -”

“Not that last part. Did not hear. Was thinking. I have decided. Yes. We would like to purchase one.”

“WHAT?”

“Oh, don’t worry!” said Micron. “You won’t regret it!” He picked one of the creatures, this one smiling and plump. Its color was pale yellow, and its hair purple- -and Rainbow Dash was reminded of a tiny fluffy Fluttershy. “How about this one? She is one of our best behaved. She always uses the litterbox, and gives lots of hugs.”

“Big fwuffy be nyu mummah?” it said, its eyes widening with joy. “Fwuffy am so happy!”

“No,” said Five, coldly, and Rainbow Dash watched as the tiny pony’s spirit was crushed.

“We have…we have other colors,” said Micron, himself sounding as sad as his favorite fluffy pony. “We have adults and foals. We…”

“We can even do that amputation, if you want it,” said Beard.

“No thank you, Ivan,” said Five.

Beard’s eyes widened. “How did- -how did you know my name?”

“Wait,” said Rainbow Dash. “You’re name isn’t Beard?”

“Of course not,” said Five. “That is a pseudonym used by about ninety three percent of ‘scientists’ down here. His real name is Ivan Yuloff. And how do I know? I’m a telepath. Which means: get me out of here. I can hear their thoughts…nothing but ‘love’ and ‘huggies’ and ‘bruddah, sissy, mummah’- -believe me, it is maddening.”

“Then- -what do you want?”

“A primary. Sell me one of your primary. Not these things you were trying to breed. A direct clone.”

“Are you kidding me? A primary? No way!”

“Kneck, come on,” said Micron. “We’re in the red as it is. We need the money.”

Beard- -or Ivan, grimaced. “Stupid bat mare…fine. Follow me.”

Rainbow Dash and Five were lead to an offshoot of the main laboratory, one that was filled with equipment that hummed. Rainbow Dash thought she heard the sound of liquid moving around and sloshing. The machines themselves resembled a number of hoof-wide metal tubes attached to various pumps and machines that lined the edge of the room, except where a table had been prepared for whatever unsavory procedure this room was used for.

“Let’s see,” said Beard, walking around the room, checking the index cards taped to each metal tube. “Hmm…oh. This might work.”

He opened a panel at the base of the tube, and pressed some of the controls. The steel coating around the tube retracted downward into its housing, revealing an inner glass tube about as wide as a pony’s hoof and about a foot long.

Rainbow Dash leaned closer as the lights near the tube blinked and illuminated it. She gasped as she realized what was inside. Floating in the yellowish fluid of the glass tube, connected by its stomach to a long, organic lead, was a tiny brown foal.

“There you go,” said Beard. “Ready to be born. We can’t really use it anyway.”

“Why?” asked Rainbow Dash.

“Because it’s brown,” said Beard, as if it were obvious. “If we try to integrate it to a foster mother, well… the result is always the same. They reject it and force it to eat only feces until it dies of malnutrition. They consider the color ugly.”

“That’s terrible,” said Rainbow Dash. “Why would you even tell me that?”

“Because that is what will happen to it if you don’t buy it.”

“Couldn’t you just feed it yourself?”

“No,” said Micron. “Beard always does the same thing. Says it gives the experiment greater ‘scientific power’.”

“So you are saying you are trying to pass off inferior product,” said Five.

“Harsh,” said Beard. “A bit frigid, aren’t you? Probably a lespony. Don’t you want to save its life?”

“For a runt? I do not care about its life. But it is fine. I will take this one.”

“Um…Five, we came here for a soldier. Not a baby.”

“Trust me on this, Dash,” said Five.

“Excellent,” said Beard, pleased with himself. “I assume you will be paying in cash- -”

“I actually don’t have any money.”

Beard gaped, and then his expression slowly turned to rage. “You what?”

Five smiled. “I wondered why Proctor had me bring it. I suppose he was aware this whole time.” She reached into one of her bags. “Idiot machine. I would have just murdered these two…but this is so much better.” She pulled out long, gray object. Rainbow Dash did not recognize it at first- -but then she remembered. It was half of the broken fragment that one of the gohh in the forest had discarded, a piece of its leg. Five looked toward Beard. “Do you know what this is?”

“A piece of trash. Get out of my lab!”

“This,” said Five, raising her voice, “is a fragment of gohh exoarmor.”

Beard’s eyes widened, but he suppressed the change in his appearance. “No- -no it isn’t. There is no way you could possibly something like that.”

“It is. You can examine it if you desire. I already have.” She handed it to him, and he took it, nearly dropping it. Apparently, it was surprisingly heavy- -and he was shaking. “It’s definitely Beyonder,” said Five. “Alive, even. Apart from that, I have found very little.”

“Check it,” said Beard, handing it to Micron. Micron took it and began scanning it. After a moment, he spoke, his mechanical voice wavering. “It…it is. Isotope rates confirm…this is Beyonder.”

“You understand the implications, of course,” said Five. “To me, that is not of much use…but to a pair of genetic engineers, well...imagine what you could make.”

“How did you even recover- -no,” said Beard. “I don’t want to know.”

“Nopony- -not even the government, not even Thebe has this,” said Micron, himself now shaking.

“I said we won’t ask,” said Beard. “You can have the poop. Heck, you can have all of these floofs if you want.”

“No,” said Five, grasping the glass tube with her claw and disconnecting it. “I only require the one. Is this glass disposable?”

“Um, no.”

“Too bad.”

Without warning, Five smashed the glass tube onto the ground. It instantly shattered, spreading glass and fluid over the floor. The foal spilled out, still connected by its umbilical tube to the machines that were keeping it alive. It did not move at first, but then waved its tiny arms. Rainbow Dash watched as it opened its mouth and released a set of chirping sounds, pleading for its mother.

“Why did you do that?” said Rainbow Dash, moving to rescue the tiny creature from the pool of cold fluid and broken glass. It was so tiny- -barely two inches long- -and still fluffless and unable to open her eyes. Rainbow Dash felt an overwhelming surge of sympathy. All she wanted to do was help it- -and yet Five held her back.

“Foals are pointless. I do not need a foal. You may want to stand back for this next part.”

Several blue sparks arced loudly between Five’s horns, growing louder with each jump. The air suddenly seemed heavy, as though it was trying to become water- -and Rainbow Dash did step back.

The sparks grew larger, and louder, and Five held her head high. A burst of magical energy suddenly permeated the room, knocking back Beard and Micron. Rainbow Dash watched as the magic seemed to consume Five, and as her pupils narrowed into tight white triangles. There was another surge, and then Five slowly lowered her head toward the crying foal. An immense electrical spark suddenly burst out of her head, striking the foal. It screamed out in agony.

Both Rainbow Dash and Micron jumped forward to stop her, the magic surrounding Five’s body suddenly expanded into a pair of prominences. One leapt out and struck Rainbow Dash. She felt her body thrown back, but dug her legs into the ground, watching as the magic disputed from her golden feathers. Micron was hit with the other prominence. He, however, could not dissipate the magic and was thrown backward with great force into Beard, knocking them both against the wall.

The foal continued to scream, but then the pitch of the scream changed. Its body began to swell, as if it were about to explode. Instead of bursting open, though, its tissue transformed and grew, extending grotesquely form itself as it grew, its limbs and jaw extending asymmetrically.

Five only stared forward, blankly, watching the effect of her magic. Then she increased her power output, and there was a surge of blue so powerful that Rainbow Dash was forced to look away. When she looked back, the foal was gone.

In its place was standing an extremely fluffy pony. Not in the way that the other clones were fluffy ponies, though- -this one was full sized, standing just slightly shorter than a normal earth pony, his thick brown fluff still steaming and releasing small blue sparks.

He turned toward Rainbow Dash. His eyes, which had formerly been closed, were now fully open. They were a striking, crystalline blue- -but somehow looked empty and dead.

“Wewe am babbeh?” he asked in a somewhat deep voice. “Why babbeh…” he cleared his throat. “And why am I talking like this?”

Rainbow Dash was surprised at the tone of his voice, and the accent. She could not place it entirely, but it somehow sounded oddly impressive, as if he were some kind of professor. It was nothing like the strange voices of the other fluffy ponies.

“Please identify,” he said, looking at them. “Which of you is my Commander?”

“Com…commander?” asked Rainbow Dash, confused. She had no idea what he was talking about- -or where he had come from.

“That would be me,” said Five, her pupils returned to normal but her horns still sparking slightly.

The fluffy pony turned toward Five. “Hello, Commander.”

“You can talk,” said Five, stepping forward. “This is surprising. What is your name, soldier?”

“I am…” he paused, and Rainbow Dash could see that he was confused. “I am…” he looked down at himself. “I am brown.”

“Brown, then,” said Five.

A bit of motion attracted Rainbow Dash’s eyes. Several of the smaller, deformed clones had made their way into the room to see what the commotion was. One of them, a stallion, was approaching Brown with his cheeks puffed out, followed by several others, including a mare that was so fat she could barely walk.

“Dummeh ugwy poopeh mustuh!” it said. “Smawty giv poopeh fwuffy wostest sowwie poopsies!”

It turned around, lifting its tail toward Brown. Brown looked down, disinterested, and then with his hoof quickly turned the tiny stallion around. The stallion released a torrent of liquid feces- -onto the fat mare behind it.

“Nuuuuu!” cried the mare. “Why giv sowwie poopsies to soon mummah?”

“No mean to!” cried the stallion, now crying. “Am bad fwuffy! Huwt tummeh babbehs! Huuuuhuu!”

Brown stepped forward to the group, and they promptly released their own feces- -largely on the fat mare- -and ran away in terror. The only one that could not run was the mare, who was so fat that her legs could barely reach the ground, and were now running in slippery feces. She was crying.

“No huwt soon mummah!” she pleaded.

Brown’s expression did not change. He did not smile or frown. His eyes continued to stare blankly. He lifted one hoof over the mare, and slammed it down.

“Stop,” said Five, softly.

Brown obeyed, his hoof stopping just short of the mare’s body.

“What are you doing?”

“These creatures are an affront to the Exmoori race,” he said, coldly. “They must be terminated to preserve the sanctity of our genetics.”

“Did I order you to kill that pony?”

Brown paused, and for the first time Rainbow Dash saw a glimmer of an expression on his face. “No, Commander. You did not. What are my orders?”

Five pointed at Rainbow Dash. “You see that mare?”

“Yes,” said Brown, planting his foot on the ground near the terrified pregnant fluffy pony. He stared at Rainbow Dash with his piercing blue eyes. “Do you wish this one terminated?”

“No,” said Five. “This pony is named Rainbow Dash. You’re primary function is to protect her. It is what you exist for- -what created you for. Use any means you deem necessary.”

“She is a Pegasus,” noted Brown.

“Is that a problem?”

“No. This order is accepted. Hello, Lady Dash. I am Brown. I am here to protect you.”

“No…friggin…way,” said Beard, extricating himself from beneath Microns’ still twitching unconscious body and staring bug-eyed at Brown. “That’s- -that’s a pure clone!”

“It is,” said Five, picking up the now fully repaired glass tube from next to brown and sliding it back into the machine that held it. “I infused his body with Order, force-growing him to adulthood in three point two seconds. I also reversed entropic chances in his genetic code.”

“You did what we couldn’t,” said Beard, jumping up and cheering. “YES! Finally! This day could not get any better! First, a fragment of Beyonder tech, and now, finally, I’ve made a correct clone! Not these broken little feces-drenched rats, but a real soldier!”

“You created,” said Rainbow Dash. “You created? Five did this!”

“Um, no,” said Beard, drawing a gun from under his lab coat. “I did. Or at least that is what I will tell everypony. Look at this! I can keep the gohh piece, I get a new fluffy to study, and I just caught two wanted criminals. This will put my company back on track! I’ll get employees, money, grants! I’ll get respect! Mares will love me!”

“You won’t get away with this,” said Rainbow Dash.

“I already have,” said Beard, lazily pointing his gun toward Rainbow Dash.

Brown’s eyes suddenly narrowed. He reacted so quickly that even Rainbow Dash could not see any more than a blur. Before Beard could even pull the trigger on his gun, Brown had shattered his arm with a single punch, forcing him to drop the pistol. Then, without hesitation, Brown gripped Beard’s head and twisted- -until Beard was looking at his own plot. Beard’s eyes widened, and he gurgled- -but before he could fall, Brown picked him up effortlessly and slammed him against the rear wall, producing a crack as more of his bones shattered.

Beard slowly slid down the wall, leaving a trail of blood and feces as he went.

“Threat terminated,” said Brown, coldly. “Lady Dash, are you injured?”

“Not…not physically,” said Rainbow Dash.

Brown smiled, almost looking caring. “This is a good thing.”

“Excellent,” said Five, smiling. “You are like the son I will never have. Amazing…how do you know how to fight?”

“I just do, Commander,” said Brown.

“Did you- -did you teach him that?” said Rainbow Dash meekly.

“No,” said Five, smiling. “I think…I think they are born ready to kill.”

“Ohh,” said Micron, standing. “My RAM feels like I partied too hard…” he rubbed his head, and then looked down at Beard’s twisted corpse. “Kneck….?”

“Congradulations,” said Five, scooping up the still crying feces-covered mare that had been unable to run away. She handed it to Micron and put her hoof on his shoulder. “You have been promoted. And just so you know: this is not classifed. Or I let Brown here purify his people’s genetics.” She booped the pregnant mare on the nose. “If you know what I mean.”

“I understa- -eeeee!” he suddenly shuddered, and his head twisted to the side. He seemed to go rigid for a moment, and then looked up at Rainbow Dash. “Are you guys done yet? This is taking forever.”

“Proctor?” said Rainbow Dash.

“No, Dashie,” said Pinkie_Proctor. “Clearly I am Nightmare Moon.” He looked down at the pony in his arms. Proctor_Shy promptly squeed. “Aren’t you just the most adorable thing! I just want to put you in a box and give you the biggest hugs!” He promptly squeezed the mare.

“Biggest poopies!” it cried. As it did, several foals dropped out of it.

“Oop,” said Proctor, catching the foals with one of Micron’s extra arms, but dropping one. “To big of a hug. Sorry, cutie.”

“Is okay,” said the fluffy pony, hugging Proctor back. “Fwuffy am mummah! Micwon-daddeh huggies gif bestes babbehs!”

“Daww,” said Pinke_Proctor. “But, anyway, hurry up you two. Before I have to resect another mugger. That, and I think I saw a goblin walking around out here.”

Micron shivered again, and looked down to see one of the defective clones hugging him, and his hand filled with blood-covered, chirping, multi-colored fluffy foals.

“What just…did somepony just hack me?”

“No,” lied Five, stepping past him. “Brown, Dash. On me. Time to go. I got what I came for. Fun place, this Yuloff. But I really, really need a shower.”