Tarnished Teapot was jittery, but at least he had good reason. He kept one eye on the yawning entrance to the steam lift and his weapon ready while Vinyl applied a soothing balm to Daring’s frogs. He felt bad for his boss—she was acting like a foal—but he couldn’t blame her. Frogs were tender, very much so, and a pony lived in constant fear of having something bad happen. He recalled the time when Vinyl had a goathead thorn in her frog and he had to cut it out.

“I’m worried,” Tarnish confessed to the mares that shared his company.

“About?” Rainbow replied while she too, kept an eye on the open shaft.

“This misunderstanding.” Tarnish shook his head and a few deep wrinkles appeared just below his horn as his ears pivoted forwards. “I am not a Kriegspony. They have the wrong idea about me. I was just trying to sound tough… I was scared out of my mind, and now they seem to be preparing.”

“Well, they were bound to get organised so they could kill us… eventually.” Puckering her lips, Rainbow blew her mane out of her eyes and then gave Tarnish a smile. “I’m sure everything will be fine. You just, uh, keep that steam musket pointed away from me, okay?”

“Right.” Tarnish nodded, licked his lips, and suffered an image of hundreds of automatons just pouring out of the shaft to overtake them. They would come streaming out, their pinchy-pinchy fingers flexing, waiting to grab, to tear, to peel away flesh—he shuddered, hating his imagination just a little—and he became aware of the cold, slick sweat running down his neck.

What was Skyreach? A place where he didn’t belong. Tarnish wondered what he was doing here, and why he wasn’t at home. He was a colt—there was no doubting that—he was a colt and he should be at home becoming a better botanist. At home, to be a better husband and father. Skyreach was a mistake, one that Tarnish was already filled with regret over.

“What if the lift shaft is our only way to the upper reaches?” Rainbow Dash asked as she eyeballed the blackness that was sure to be full of surprises.

“I hope it isn’t.” The strain was evident in Tarnish’s voice and a little cloud of steam rose from his horn. “That would suck if it was, climbing that would be real dangerous. Might be the fastest way up, but I wouldn’t risk it.”

Trying to calm his nerves, Tarnish drew in a deep breath, filling his lungs with moist, earthy air. There was humidity here, a dampness, and the smell of hot vegetation left in the summer sun—that garden smell that was impossible to describe. Overhead, the artificial sky and sun kept flickering, and the right corner of Tarnish’s eye twitched in time with the sky above.

There was so much ground to cover.

Looking around, Tarnish couldn’t help but feel that he was in some shopping mall. There was a galleria located just off of the arboretum, at least it looked and felt like a galleria. It wouldn’t be out of place in Manehattan. Little nooks, small rooms, breezeways with lush greenery, and service counters lined the walkway. Perhaps this was made to serve all those who worked here and Tarnish could almost imagine the residents of Skyreach buying some coffee here, or whatever it was they drank. Rusting, rotting kiosks dotted the walkway, and at the very far end of the galleria, there was a massive arch that seemed to lead to the next section.

“What’s this?” Daring Do asked, drawing the attention of her companions.

One of the larger market spaces—it had to be market space, Tarnish couldn’t see it as anything else—had a pile of rusting metal in the middle of the display space. It took Tarnish a moment to make sense of what he was seeing, but he when he recognised it, there was no doubt. Chains. Shackles. There were big metal rings anchored in the floor and seeing them gave Tarnish pause, as he wondered what their purpose was.

If this was a market, why would they need chains and shackles with anchor points—Oh. Tarnish shuddered at the realisation and then decided to have a better look. The space was rather wide, but had impressive depth. There was a counter that ran along one side of the wall, some stone benches, and in the back, Tarnish saw cells. These made him pause, and he felt Vinyl pushing up against his leg.

Behind the counter, there was a familiar glow, another crystal rod. Tarnish and Vinyl looked at one another, and Vinyl nodded. Daring Do lept up onto the counter, her hooves clattering, and from her lofty vantage point, she had a better look around. Above, ruined lights flickered in the ceiling, producing a strobe effect.

It was Vinyl who touched the crystal rod, activating it.

“—Spear Breaker might be the most brilliant pony who has ever lived. Under her rule, we have prospered, we have Skyreach. This place”—the message became garbled for a time, distorted, and the words were filled with a static crackle—“now that she has activated the ancient machinery, we will have the prosperity we rightfully deserve. I don’t trust the unicorns that Spear Breaker brought with us, but I do trust that she knows what she is doing. She has promised that the Pegasus Pony Tribe will rise to rule.”

There was some static, more crackle, and then the voice returned, this time it was panicked, terrified, it sounded very different.

“The earth pony slaves are plotting against me, I just know it. Plotting! It isn’t enough to just kill them for insubordination, no… no… I’ve seen what souls can do… I’ve seen with my own eyes how souls can be transformed here in Skyreach. To stop the rebellion, we have to eat them! Eat them! If we consume their souls, we can steal their strength, and when we pegasus ponies are strong, we can finally put the earth ponies and unicorns in their proper place—”

The message ended abruptly.

Tarnish looked into the eyes of Daring Do and right away, he wished he hadn’t. The shame he saw in her expression, the pain, it was too much to bear—for a second he was certain that he was peering into her very soul—so he turned away with an apologetic wicker. When he looked back at the crystal rod, he saw a pile of glowing powdery flakes.

With a strangled, gurgling cough, Rainbow Dash threw up all over the floor, tossing up the remains of her last meal. She gasped, fighting to breathe, and spewed again, shooting chunky vomit out of her nostrils. Eyes wide, she panicked, fighting to breathe, her nostrils clogged, and with a few snorts, she cleared her own airway. Now, the sound of her ragged, soupy breathing filled the room, and the stench of stomach bile tainted the air.

Vinyl, who looked quite disturbed, pulled out a package of Brush’em Brand Instant Mouth Cleanser for Rainbow Dash while Tarnish pulled out his canteen. Daring Do, still standing atop the counter, had a dull, stunned expression upon her face. Panting, Rainbow Dash turned away from her own puddle of sick, closed her now bloodshot eyes, and let out a half-choked sob.

What was Skyreach?

Tarnish feared finding out.

At the end of the galleria was a large arch, and through the arch was a most peculiar, but familiar room. There were train tracks on the floor with a tunnel stretching off in two directions. Tarnish had seen this before in Manehattan, this was a subway. He didn’t like the smelly contraptions at all, but he understood the necessity of moving millions of ponies around the city in the most efficient means possible.

There was even a map on the wall, though he couldn’t make sense of it. If Skyreach needed its own subway system, it stood to reason that it was huge. He had himself a cautious look around, and wondered when the subway train had passed through here last. A locked up ticket office was disintegrating in one corner and the platform was covered in debris.

Vinyl cast a light spell and a few neon orbs began floating around overhead.

The tunnels might be a way up, Tarnish reasoned, but he kept his thoughts to himself. Said tunnels were of the dark and spooky variety, and the idea of traversing them made his dock tingle in a most unpleasant way. Other than the tunnels, this was a dead end, which meant that they needed to pass back through the galleria if they didn’t want to explore the tunnels.

And make no mistake, Tarnish didn’t want to explore the tunnels.

“Do you hear that?” Rainbow asked.

“Rainbow, don’t play around, that’s not funny.” Tarnish, whose dock was far too tingly, gave his companion a stern look. He was about to say something else, but then he heard it too. The faint sound of metal on stone. “Well, fronk me right up my poop-chute,” he muttered while he pointed his weapon at the dark.

Vinyl too, leveled her weapon, and her ears perked as she strained to listen. The sound seemed to be coming from the tunnel off to their right. Every muscle in Tarnish’s body tightened and he could hear a fearsome growl coming from Rainbow Dash—the plucky little mare was now beneath him, her head poking out from between his front legs. Well, whatever was about to happen, at least his legs were safe. Rainbow might have been one of the smallest pegasus mares that Tarnish had ever known, but she was as ferocious as Cerberus.

“That doesn’t sound like automatons,” Daring Do said, her ears fidgeting as they pivoted to face every direction. “It’s getting closer, whatever it is.”

“There is something else, too.” The hairs all along Rainbow’s spine were standing up and her lashing tail whipped Tarnish’s hind legs.

Something emerged from the right tunnel, running, and Tarnish didn’t know what it was. It looked like a piglet, but had six legs, and no eyes. Tarnish couldn’t hear anything as it ran, but he supposed that Rainbow could. Waving, writhing tentacles extended from its bulbous snout, allowing it to feel its way along. It was pale, it was hard to say what colour it was, it was a creature that lived in the dark, and it ran down the subway tracks, only to disappear down the left tunnel.

“Um, what’s it running from?” Tarnish asked, because somepony had to ask.

“Tarnish!” Daring Do’s whisper was panicked and a bit loud, not much of a whisper, really. “Don’t be that shithead!”

The sound of metal striking stone grew louder, filling the ancient station with a staccato rhythm. The source of the odd sound revealed itself—a spider. But not just any spider, no, this was a Skyreach spider. Eight blade-like legs tap danced against the stone and there could be no mistaking that these legs were metallic. A fat, bulging torso the size of a pumpkin made up the body, it was hairy and gross, with pale, waxen-looking flesh. Growing up out of the spider’s abdomen were crystals that glowed with a throbbing black light, they bubbled darkness and made Vinyl’s lights go dim.

Seeing, or perhaps sensing new prey, the spider halted, turned, and raised up four front legs, waving them at the companions on the platform. The crystals growing out of its back throbbed with dark magic, and the lights grew ever dimmer. With ding-ding-ding sounds of its bladed legs striking stone, the spider began to crawl up onto the platform, no doubt eager for lunch.

“KILL IT WITH FIRE!” Daring Do barked, a ragged, terrified cry that echoed through the room and down the subway tunnels. “BURN IT DOWN! KILL IT! KILL IT NOW!”

Fire? Vinyl was all too happy to oblige. Fiery darts shot from her horn, struck the spider, and set it ablaze. The sudden flares of light almost blinded her companions, and they retreated backwards as a group. The spider, burning, began to dance a jig, its metal legs tapping out a tune on the stone floor of the platform. One of the crystals on its back popped, shattering into tiny, splintered fragments, and black sparks arced through the air.

With a clattering of legs, the mutant spider fell over, still burning. Tarnish, battling his revulsion for the unnatural abomination, shoved it back into the tunnel with his telekinesis. The spider’s flaming body made a hissing sound as it cooked within its own carapace, and the sound grew louder with each passing second.

For a brief moment, Tarnish felt relieved, but then he heard something else…

Ding-ding-ding-ding-ding-ding-ding!