The skies of Fillydelphia were choked black with smoke as Twilight and her friends approached the city. They couldn't help but notice along the way that various posters and signs had been posted along the road depicting Trixie as a revolutionary figure of the common pony, her face saturated with the red and yellow hues of revolutionary propaganda.

Their journey had begun towards the city when a raid on Canterlot had occurred, and the Elements of Harmony had been stolen. Chrysalis and some other old friends had been captured in the process, and interrogated.

According to the letter Twilight had received, Chrysalis swore up and down that she had nothing to do with the theft and the last thing she remembered was being pinned down and blasted in the head with some kind of mind spell in an old factory near Fillydelphia. Celestia didn't believe her but instructed Twilight to head there anyway while she pried some actual info out of the changeling queen. Luna was searching the countryside in the meantime, keeping a lookout for any strong magical signatures.

"Trixie's gone full-tilt nuts, hasn't she?" Rainbow Dash said from the back of the pack, her front hooves folded.

Fluttershy whimpered, "A lot of these posters are saying really mean things. 'Smash the crown', 'Rise up and crush the state', 'Pinecone Vodka is Mandatory'..."

Rarity was grudgingly complimenting the stark aesthetic of the propaganda when two mean-looking jumped out from behind one of the posters. One of them carried a chain is his mouth while the other levitated a sledgehammer with his magic.

"Hey!" the grey unicorn shouted, "Whadya doin' in the USTT?"

Twilight arched a brow, "The what?"

"The Union of Socialist Trixieist Trixiedoms, you subservsive!"

Before Twilight had an opportunity to explain herself the two ponies launched themselves at the group, screaming at the top of their lungs. She acted instinctively and quickly loosed two bolt towards the partisans, hitting them and knocking them out. They moaned and the weapons hit the ground with a thump as they recovered their senses.

It wasn't a very powerful disarming spell, and soon the grey unicorn that had just seconds earlier wanted them dead got up and looked at Twilight, rubbing his head, "Ugh. What happened?"

"You went all crazy and tried t' attack us!" Applejack replied.

The grey unicorn winced as he rubbed a sore spot on his head, "Oh. Oh! That wasn't my fault! Some big hotshot unicorn moved into town and's been brain-zapping ponies left and right! Me and my pal here were trying to escape when she caught us and zapped us too. Said something about 'permanent border duty' or somethin' weird like that."

"Where is she?"

The green earth pony that had attacked them spoke up, "She's holed up in that old factory over there. The one where all the fireworks keep shootin' out of. You don't wanna go there. Last pony that said somethin' mean about her got turned into a baby."

Twilight nodded, "We'll be careful, sirs."

The grey unicorn grunted as they both began to walk off, "She's your problem now, sister!"

---

Trixie overlooked the factory with a sense of disappointment. No, no, no. Production was only at 120 percent, they'd need to at least double that if they wanted to have enough supplies to take over nearby Baltimare. The workers would have to pull sextuple shifts!

"Hammer Jammer!" she called, and the white unicorn instantly appeared beside her lest he incur her wrath.

"Yes, Comrade Trixie?"

"Tell Red Flag to tell the workers that my five-hour plan needs to be done in three."

"But comrade, there's no way that—"

Hammer Jammer's words were cut off as Trixie unleashed another round of brainwashing magic on the poor unicorn. By now everyone in the city had received the same treatment, and were all ready to lay down their lives for the Fillydelphia Commune and the glorious socialist revolution that it was a harbinger of.

Hammer Jammer's thoughts were immediately supplemented with the absolute importance of pony communism in one city, and he nodded weakly, "Yes, Comrade Trixie. A committee to draft the revised plan will be formed and the workers will be notified."

"Thank you, Comrade Jammer. That will be all."

Hammer Jammer bowed out of Trixie's sight as she adjusted her hat. By now she had ditched the cape and was wearing a full military uniform with dozens of medals of her own creation. Order of Trixie, Hero of Trixie, Genius of Trixie's Socialist Ideal, she had them all. She was considering arranging another ceremony to give herself the much-coveted Trixie State Award when Proley came galloping up to her.

"Comrade Trixie! We're being invaded!"

Trixie dismissed her worries with a wave, "Not to worry, comrade. Our guards will make short work of them."

"That's just the thing! A purple pony and her friends tricked Chains and Mug Shot into abandoning the cause! They're in the city right now!"

Trixie's eyes flared with power, "What!?"

The leader of the USTT immediately gathered her compatriots from the college (with the exception of System Smasher, who had gone missing around the time Trixie returned with the Elements) with her magic and vanished, leaving the workers of the factory to their own devices.

The instant Trixie was gone, they raided the cider warehouse.

---

Something was very wrong with Fillydelphia. The entire city had taken on a fearful tone, and the colors within it seemed almost drained. Everypony avoided talking and seemed almost frightened to even speak. As they passed a gigantic romantic billboard of Trixie in a snow-white military uniform giving gifts to small fillies, the signature spark of teleportation magic erupted from in front of Twilight.

Trixie appeared in the bright flash along with her chosen comrades, all of them so absolutely broken that they had but one thought: crush the fascists.

"Trixie!" Twilight shouted, "What have you done to Fillydelphia?"

The Great Leader of Fillydelphia smiled, "I've made it better! Look around you, Twilight Sparkle! What I did to Ponyville during our magical duel was peanuts compared to the glory that I've elevated this city to!"

"What in tarnation are you blabbering about?" Applejack said.

"Trixie, I really thought you had learned your lesson when you apologized."

Trixie's eyes glowed, "When I left your miserable town, the ponies just got worse! Do you know how quickly the capitalists will work against you when you annexed a town!?"

"Capitalist?" Rarity said, "What are you talking about? You sound like those Worker's Society posters they put up around Canterlot."

A devilish grin creeped over Trixie's mouth, "The harbingers of the revolution! They've shown me that the only way to fix this horrible world we live in is to burn it down!"

Trixie then began a long rant against the rich oppressors, giving Twilight and company time to form a plan on how to dealt with the power-tripping unicorn.

"We should just leave," Fluttershy suggested, "I mean, without that amulet, she'll just tire herself out eventually."

"No way!" Applejack vetoed, "If we leave her alone, there's no tellin' what else she might do to th' town."

Rainbow Dash gritted her teeth, "Twilight, just duel her again. It's like the only thing that'll make her shut up."

"I don't know, Dash. She's even nuttier than before; I don't want to hurt her by accident."

"Do you see any other options?"

Rainbow Dash was right; they couldn't just abandon the town to whatever horrible plans Trixie had for it. Most of the citizens were cheering Trixie on as she finished her speech with the guarantee that they would march on Canterlot, and Twilight had enough.

"Trixie, stop!"

The Great Leader laughed, "Oh, this is quaint. What are you going to do. Oh, let me guess: you want to challenge me to a magical duel!"

Twilight sighed, "if that's what it takes to stop all this."

"Very well! If I win, you will join me in glorious revolution!"

"And if you lose?"

"Not going to happen! Not when I have this."

A small chest appeared from behind Trixie, one Twilight recognized instantly.

"The Elements! You were the one that—"

"Don't say 'stole', Twilight Sparkle. I merely returned them to their rightful owner: the workers of Equestria!"

"Give them back, Trixie! They won't even work for you!"

Trixie opened the box and took out the Element of Magic, "That's where you're wrong."

Something was wrong. The crown that housed the Element of Magic glowed with a dark aura, and the symbolic jewel perched on the top of it had morphed into a crossed hammer and sickle. The jewel itself had turned blood red, with gold ribbons of grain surrounding it.

"The crown thingy!" Twilight gasped, "What did you do to it!?"

"Made it better," Trixie responded nonchalantly, "Oh, I'm sorry, you probably want to know how I made it better. Turns out you can twist the Elements just so if you find something like friendship. I've found something lightyears better than friendship: socialist camaraderie!"

The original holders of the Elements could only look on absolute terror as the necklaces, each adorned with red flags or burning cidertov jewelry and the like, sprang to life and wrapped themselves around the necklaces of the five ponies Trixie had brought with her. Trixie laughed all the while, explaining each corrupted Element.

Hammer Jammer was the Element of Anti-Fascism, Proley was the Element of Labor, Red Flag was the Element of Worker Solidarity, Smooth Sickle was the Element of Self-Determination, and Sharp Sickle was the Element of the United Front.

"And I am the Element of Revolution!" Trixie screamed as the power of the dark Elements coursed through her. The light around Trixie and her comrades grew ever brighter as Twilight quaked in fear of the reality Trixie had created. How was she going to defeat a pony that was completely invincible now?

Twilight told her friends to seek cover as each of the holders of the corrupted Elements took a pony to obliterate and began chasing them down. The necklace shot out brilliant streaks of red, and everything it hit turned into more propaganda of Trixie. Twilight had run into a large skyscraper to escape Trixie's assaults and the magician had followed, chasing her up, up, up to the very roof of the building. Twilight was backed to the very edge of the rooftop and looked down below. Various flashes of light let her know that her friends where still avoiding their attackers, but they couldn't dodge them forever.

The blue unicorn's horn brimmed with raw magic as she pointed it directly at Twilight's jugular, "Any last words before you see the light?"

Trixie delighted in seeing Twilight struggle to think of any answer that would spare her. Right before Twilight began pleading for her life, she pointed at something behind the communist leader.

"Who's that?"

Trixie could only turn around about halfway before something solid hit her in the side and her crown came tumbling off the top of her head. She scrambled to her hooves to see System Smasher placing the crown on his head with a determined and coherent look in his eye that was very unlike him.

"System Smasher! What are you doing?"

"Saving the world from serfdom!" he shouted back. "I've known my comrades down there a lot longer than you have, and what you have done to them is not not the sign of a friend of liberation!"

The Element of Revolution grew bright and the white outline of the crown changed in shape as System Smasher continued, "My spark is the desire to free everypony, not give them a new set of masters. I am the Element of Anarchy!"

The crown's jewel had morphed into a black bomb with a lit fuse, and Trixie lunged toward System Smasher to stop him.

She was too late. The crystal fuse of the bomb lit and sizzled into the gem and a monochrome rainbow shot out from the jewel and wrapped itself around Trixie. In mere seconds the unicorn was forced to realize the ramifications of her draconian socialist state and what more she would have to do to justify it. At the same time the magic from the Element cleansed Fillydelphia of Trixie's propaganda, restoring the city and its citizens back to normal. When the dull rainbow had finished deconstructing the Great Leader's worldview it sent her flying over the horizon until she disappeared with a twinkle.

Twilight had shielded her eyes from the brightness, and when it had subsided she looked to see a shaking System Smasher with the normal Element of Magic at his hooves. She didn't care that he was filthy or that he talked to himself as she ran up and squeezed him tightly, "Thank you! Oh Celestia, if you hadn't come along..."

System Smasher pushed her away, "Sorry madam, I am needed elsewhere. Liberty will not die!" he cried as he lept off the building. Before he smashed into the ground he used a flag pole to decelerate himself and land on the ground gently and up to his friends that had just been restored to their normal selves.

Smooth Sickle had just regained his senses when he saw System Smasher standing above him, frowning. "I know, I know. You warned us about the state."

Red Flag got up next, "I think I'm done with Mark Lark and Sharp Angle literature for a while. Who's that pegasus anarchist writer you're always carrying on about?"

"Free State," System Smasher replied.

"Yeah, I think the library needs a few more of his books," Proley added, "these past few days have taught me...things."

The professors of the college slowly walked back toward Canterlot, leaving Twilight on the top of the roof and her five friends standing in the middle of the street.

"Spike's never going to believe this," Twilight mumbled to herself.

---

Trixie'S arc sent her straight to the other side of Equestria, somwhere outside Vanhoover. She landed and bounced several times before her skid was stopped dead by a post not unlike the one outside of Canterlot.

She was right back to square one. The force of the Element of Anarchy had completely destroyed her Great Leader clothes, and now she didn't even have her old cape and hat to keep her warm. She also couldn't go back to the college; System Smasher's blast of magic had completely turned her off to the idea of a worker's revolution, and the idea frankly disgusted her now.

When she had enough strength to open her eyes, she saw a faded poster taped to the bottom of the post. It showed a flag with a dark red background, but with a white circle in the middle. Within this white circle were four black interlocking hooves, and text beneath the flag.

NATIONAL FRONT FOR PONY UNITY

Magical Purity is the Future!

Trixie noted the location and time of the meeting place. Entrepreneurship had failed her, labor had failed her, and even revolution had failed her.

It was time for a Third Way. She got up and began making her way toward the city.