“Whatever caused our fates to intertwine would never let them unravel.”

Joy.

The feeling was quickly spreading throughout my body, and I wasn’t quite sure if I knew why. The pony who was standing before me was not a pony I had ever expected to meet. In fact, I had been almost positive that she had been dead. Torn apart and left to die by the raiders of the wasteland.

Then again, I had thought the same thing had happened to my mother, and she was apparently doing just fine.

I took another involuntary step forward. Everything felt hazy, as if I were slowly sinking into my own mind and letting my body take over.

“How… How are you still alive…” I felt myself whisper. My voice croaked slightly at the end, my tone conveying the painful emotions bubbling right below the surface. “I saw your body…”

A few paces in front of me, I saw Scarlet take a small step back and cock her head to the side. “You… you did?”

Suddenly the haze went away and I stumbled backwards. I blinked the fogginess out of my mind and looked back at her. “I.. um… no, I never…” I had never seen her body. Why had I said that?

I felt a warm hum in the back of my mind. It was a familiar hum, but I wasn’t sure why.

Beside me, Mirra shuffled her hooves together. “I tried to convince her I didn’t know who you were, but she knows who we are somehow,” The small changeling said, her voice almost pleading with me for forgiveness.

I shook my head. “It’s alright… I know her… kind of,” I looked back up at Scarlet. “You’re Scarlet Dusk, right?”

Scarlet nodded slowly, moving into the room and letting the door slide closed behind her. “I am. How did you…”

“I’ve been inside of Crank’s mind. I saw you there,” I said quickly, my eyes looking over the auburn mare to make sure she was actually standing in front of me. “Crank told me he found your body. That raiders killed you…”

Scarlet gave me an understanding nod. “The Institute likes doing that. No pony goes looking for the dead once a body has been found. Make it look like raiders and no pony bats an eye.”

The hum in the back of my mind was growing again, sending warm feelings of joy shooting through my body. “She’s alive!” I seemed to hear Crank cheer from within my consciousness.”

Mirra’s muzzle twitched in the direction of the door. Her muscles locked up as a specific scent hit her nostrils. “Rotting flesh and Sulfur…” She muttered, her eyes widening. “Azar… We’re about to get company!”

I stiffened. “I thought you said he was heading towards the Maneframe?”

Mirra pushed herself farther away from the door as the sound of hoofsteps began echoing towards the room. “He was, but clearly he isn’t heading there now.”

Only taking a quick second to glance out the window onto the floor below, Scarlet swiftly moved across the room to a vent inset into the wall. “Come on, I know a way out of here. I’ll explain everything on the way.”

Wrapping the grate in the glow of her red magic, Scarlet pulled the grate aside and quickly ushered us in. Mirra scampered inside first, her small body fitting into the small tunnel with ease.

I trotted over quickly and looked into the small vent. It wasn’t very large, but all of us had fairly small frames. We would fit, but it would be tight. “You go first, I’ll close it behind you,” I said quickly, wrapping the grate in my own magic. My horn stung at the use of magic, but the pain wasn’t as strong as it had been over the last few hours.

Scarlet nodded and began pulling herself inside. “I’ll lead the way, come on.”

Following after her, I crawled into the tight space and began sliding the grate back into place. The second it clicked back into its spot, the door to the Overmare’s office slid open. Through the thin ventilation slats, I saw the dark grey and violet striped hooves of Azar. The Changeling general strode into the room, his stealth cloak billowing around him slightly.

I hesitated, watching him move into the room. I knew I should run, but some part of me told me to wait a few seconds and see what I could learn.

Two more ponies marched into the room; the two the changeling that were still disguised as Mirra and myself.

“I hate all this hiding,” The Mirra clone groaned, her inflection shockingly similar to my actual companions. “When can we take out Glasswing?”

Azar hissed at them, his forked tongue momentarily poking through his teeth. It was the first real sign I had seen that he was more than just a strangely coloured zebra. “Soon. Insecta is preparing the Maneframe now. And now that that idiot Monitor is out of the way, Glasswing will be blind to our activities inside of there. As soon as we take over the Synths, we will have enough power to ensure victory over the traitors.”

“And the Director?”

Azar snarled at the mear mention of the director. “That hermit has hid in his office for long enough. He cannot ignore me forever. As soon as that door opens, I will personally rip that bastered to shreds!” he sheathed, his anger unmatched by anything I had seen from him previously.

“And what about Amber and the grub?” My doppelgänger hissed, their eyes flickering blue for a second. “They could be anywhere in the Institute by now.”

Great, so they were aware of our escape already. Just perfect.

Azar’s burning anger diminished somewhat, but he scowled anyway. “Amber Aura has been getting in my way for far too long. I should have realised the fool Tarsus couldn’t handle her,” He stomped a hoof and let out a low growl. He glared back up at the two disguised changelings. “I want you to send some changelings out to find them. We cannot let them roam the institute freely. I’ll have a changeling disguised as myself join you shortly to ward off Glasswing's suspicions.”

My doppelgänger gave a quick salute and began darting out of the room, Mirra’s look alike following close behind.

Azar gave another scowl. His eyes flickered over to the terminal resting on the desk. Slowly, he trotted over and tapped the screen with a stripped hoof. Through the thin slats, I saw one of his eyebrows raise. “Shining Aura’s assessments…?” He suddenly whipped around, his eyes flashing with violet light. His muzzle twitched, sniffing at the air. “Ah… clever pony…”

Shit!

I began crawling backwards as quietly as I could, moving farther and farther into the pipe. Through the slats, I saw Azar come to a stop a few steps away from the vent. “I know you’re here, little pony,” Azar clucked, one of his forehooves scraping at the floor. “I can smell you…”

I had to get out of here now. I began moving back even faster. My pipbuck clanked against the side of the vent, sending out a small ringing noise. I froze, hoping Azar hadn’t heard the shrill sound.

My eyes met with a pair of glowing violet eyes peering at me through the slats. “Ah, there you are my little pony.”

Run! Running now!

No longer caring about making noise, I spun as fast as I could in the tight enclosure and started quickly crawling towards the dim red glow of Scarlet's horn in the distance. I heard a small boom behind me as Azar’s magic blasted the grate from the vent and sent the metal chunks scattering across the room in all directions. Some of the shrapnel flew down the tunnel, lodging into my rump and neck.

I yelped, stumbling slightly as I tried my best to keep rushing forwards. I could hear Azar grunting with frustration as I quickly bolted away and around one of the corners in the ventilation system, moving out of his line of sight.

“The Ventilation system! They’re in the vents!” I heard Azar's muffled shout bellow. I kept racing forward, not bothering to check if he or any changeling he might be ordering had given pursuit.

The three of us crawled along in silence for a while, the only light to see by being the dull glow of Scarlet's horn. She led Mirra and I through a maze of connecting vents and tunnels, and before long I was beyond hopelessly lost.

Finally, She came to a stop in front of another grate. I could hear the quiet sound of water behind it. Prying it open with her magic, Scarlet silently slipped out of the vent and into the space beyond. I heard a small splash of water as her hooves hit the ground. Mirra followed after her, stretching her glassy wings and fluttering into the air as she removed herself from the confines of the vent.

Pushing myself forward, I unsteadily pulled myself free and tumbled to the floor with a splash. We were in some sort of sewage area. The smooth walls were made of a metallic, dark metal and the floor had been obscured by water that rose to just below my fetlocks. A few different vents were set into the walls around us, leading off into parts unknown. Like the vents, the sewage tunnel was dark, lit only by the dim glow of Scarlet's horn.

“What is this place?” Mirra asked, hovering a few inches above the water. “A sewer?”

Scarlet nodded. “Yeah, I found this place a week or so ago. It runs under the whole Institute. I use it to get around without getting caught,” she raised one of her hooves above the water and tried to flick off some of the foul fluids. “It’s not the most pleasant place, but no pony comes down here and as far as I can tell, there’s no security.”

“I can deal with sewage water,” I said, pulling myself up and giving my body a small shake. “It wouldn’t be my first time trudging through it.”

Scarlet gave me a sympathetic look. “Sorry, it's been a long time since I was in the wasteland. When you spend so long in the Institute, you can start to forget how hard it is out there sometimes,” Her face brightened a little and she took a small step down the sewage tunnel. “Come on, I have a place we can rest for a bit just down here.”

I stomped my hoof, causing the water to splash around me. I gagged a little as a few drops found their way into my mouth. “Not so fast. I want an explanation on how you’re alive as well as how you knew who we are and how we were here,” I demanded flatly, refusing to take another step until my questions were answered.

Scarlet turned back to look at me, her eyes glancing up and down my body as if making sure I was safe. Finally she sighed. “Yeah… alright. I suppose I needed to explain myself anyway,” She trotted a few steps closer to me and sat down, the water rising up on her slightly as she lowered herself. “You seemed to know who I was as well. How much do you know?”

“Only what I saw in Crank’s head,” I said, sitting down myself. The water rose to only a little higher on me than it did on her. It was strange to be talking to someone whose height discrepancy with me wasn’t all that different. “I know you were Crank’s, um… lover. He rescued you from Fillydelphia in exchange for his own servitude. Past that, all I know is that he found you dead four years later. He said you had been raped and tortured by raiders…”

Scarlet's expression wavered. “Okay… yeah… that’s more than I thought you’d know to be honest,” She took a deep breath. “When Crank gave himself over to Red Eye, neither of us knew what we were getting into. I waited for him to return for two years, but when he never came back, I went out looking for him myself.”

Mirra fluttered down hovered a few inches beside my head, listening curiously as she spoke. Mirra had never actually met Crank face to face, I wondered how much of this she was actually managing to follow.

“I had heard rumours,” Scarlet continued, looking away and into the darkness of the sewage tunnel. “Ponies often talked about a group of cyber ponies, zealots of Red Eye’s army. They said they were led by a cyber alicorn named Crank. I figured that would be as good a place to start as any.”

My eyebrows knitted together as I listened. “Did you find him?” I asked, though I already knew the answer.

Scarlet seemed to smile at the question. “Things probably would have turned out very different if I had,” Her smile melted away. “But no, the Institute found me first.”

Mirra glanced back and forth between the two of us. “What did the Institute want with you? They don’t usually just pick ponies up out of the waste for no reason…” She glanced over at Scarlet worriedly. “Do they?”

Scarlet shook her head. “From what I could gather, they wanted to use me as a weapon against Crank if he ever posed a threat to them. As I’m sure you can imagine, I didn’t take very kindly to that.”

It made sense. Crank had been powerful. Probably powerful enough to make anypony on the receiving end of his wrath uneasy, no matter how strong they were. If Red Eye ever wanted to get rid of the Institute, throwing Crank and the rest of the cyber ponies their way would be a damn good way of taking them out. The Institute would have needed to prepare themselves, come up with a failsafe in case the worst happened. What better than a hostage their enemy would refuse to hurt?

“So they... what? Replaced you with a synth and dumped your body in some back alley when you refused?” I asked, my expression grim.

Scarlet's face was unreadable, but her voice conveyed everything. “They did it in their usual style. Dissected the body and took anything worth keeping, then staged a fake raider attack and made it look like I had been raped and tortured,” Her breath was heavy as she spoke. “I’m thankful that I have no memory of the incident,” She shook her head, trying to lose the griping thoughts of her own death. “I was under their control here for a while after that, a few years I think. I’m not really sure how long it was. A few weeks ago, while I was going about my usual routine in the Institute, I saw a monitor showing Crank having an argument with two cyber ponies I’ve heard referred to as Tripwire and Steelblade.”

I nodded. “Probably shortly after Red Eye sent his cyber ponies to attack Stable 25 and retrieve the A.A.S.S.” I said, my mind forcing myself not to dwell on the images of the now pink cloud saturated Stable laying desiccated below the ruins of Manehattan. “Knowing the Institute, they were probably going into a state of panic over Red Eye taking control of one of their greatest assets.”

“They start to panic whenever something doesn’t go the way they want,” Scarlet agreed. “It’s what makes the Institute so dangerous. They make damn sure then never mess up, and when they do, they throw everything they can into making sure they fix their mistake. Just look at how they react to renegade synths.”

“Like you?” I said, a small grin on the corner of my lips.

Scarlet gave a timid, yet smug smile in return. “Yeah, like me. When I saw Crank on the monitor, something in me broke through the Institute's programming. All those memories they put in my head and suppressed came flooding through… I freed myself, I suppose.”

“But how did you get down here?” Mirra asked, gesturing around at the dark walls. “I mean, you would have been in the middle of the Institute when that happened. Wouldn't somepony have stopped and reset you?”

“I panicked, that’s what,” Scarlet said with a small chuckle. “I freaked out and started running around. They tried to catch me, sure, but the lucky part about being a synth is that we don’t have any distinctive scent. Changelings have a lot harder of a time tracking us.”

“But what about the Coursers?” I said, one eyebrow raising. “Don’t they have a way to locate synths?”

Scarlet raised her forehoof and turned it for us to see. There was a large gash there that looked like it had just begun to heal. “I ripped out my location tag. Hurt like hell, but I got it out. They need to track me down the old fashioned way to get to find me.”

I took a deep breath. “Okay, so I guess all that makes sense. But how did you know who we were? Or that we were in the Institute at all?”

“The Institute has some of the most advanced surveillance systems in Equestria. They’re monitoring everything down here. Radiation levels, politics, wildlife, wastelanders like yourself…” Scarlet paused to let all that sink in. “When I first ‘woke up’ I started checking using their surveillance systems to watch Crank and his activities. When I saw you steal the A.A.S.S. from him at the Fetlock train station, I started following you as well. I’ve been keeping close tabs on you and your friends since.”

I felt my heart grow heavy in my chest. “If you’ve been watching us, I guess that means you saw what happened to Crank…” Saying the words felt gross in my mouth, but they had to be said.

Scarlet's face fell. “The… um… The Institute had a bunch of spies in Kamari’s cult. I saw the explosion. I haven’t been able to find him since. I assumed that…” She stopped herself before she could say anymore on the matter. I saw a small tremor race through her, but nothing more. “I… That’s why I wanted to meet you. I hear some of what you said to Crank before the end… I… I saw that you helped him turn himself around before…” She paused again, this time her voice catching in her throat.

I could feel my own face faltering. “He never stopped looking for you, you know. Even after he found your body,” I started softly, not really knowing what to say. “He loved you, even after everything.”

Scarlet’s chest heaved heavily as she took a long, deep breath. “I know… And I know he did terrible things while we were apart. I probably don’t know the extent of it, but I’m glad that he could find something to help turn him around, even if he never had the chance to make up for what he did,” She gave me a warm smile that made my heart flutter a little bit. “So thank you. I’m glad he met you, even if your experiences with him weren’t that great.”

The soft hum in the back of my mind was slowly becoming more akin to pounding. Emotions were welling up in the back of my head, joy, love, sorrow, fear, But I didn’t think any of them were mine. Crank was back there somewhere, listening to all of this.

I shifted my hooves slightly beneath me, trying to figure out how to say what I had to say. “Um… There’s something I should probably tell you,” I said slowly, trying to put together what I had to say in my head. “When I was in Crank’s mind, I saw more than just his memories…”

Scarlet’s ears perked up a little and she looked at me with a confused tilt of her head. “Oh? What else did you see?”

I bit my lip, still unsure how to proceed. “Well, it wasn’t me seeing things exactly. Crank’s mind had been augmented with some sort of memory orb technology. My exposure to him created some sort of imprint of his consciousness in my mind. A copy or something like that…”

I waited for a response, not really knowing what to expect. For a moment, I thought the room had grown incredibly dark, but I quickly realised I had shut my eyes. Not hearing anything, I peeked one eye open and looked at the unicorn in front of me.

Scarlet sat in the water before me with a look of shock across her face. Her eyes were wide and her mouth lay slightly open. The rising and falling of her chest had slowed to near impossible levels.

Mirra was gaping at me, her expression almost as surprised as Scarlets. It dawned on me that I had never bothered to inform my friends of Crank’s presence in my head. Or Inferno’s for that matter.

Slowly, Scarlet reached a hoof forwards and placed it on my chest, as if checking to make sure I was real. She closed her mouth slightly, but her eyes remained wide. “Can he… is he conscious in there?” She asked slowly, her tone masked by a flurry of different emotions. “Can… can he hear us?”

I pursed my lips as I tried to think of the proper response. “I’m not sure how aware he is of everything. This whole thing is just as confusing to me as it is weird, but I think he’s somewhat able to comprehend what’s happening. I’ve been able to talk to him a few times actually,” I paused as I felt the humming in the back of my head bang harder and harder against my subconscious. “And yeah, I think he can hear us right now…”

Scarlet’s already wide eyes only grew in size. She pulled herself up and took a small step back, before falling back to her rump, the water around us splashing up around her as she fell. I moved to help her, but she waved me off with a hoof, telling me she was okay. She looked up at me with hopeful, yet confused eyes. “Can… can I talk to him?”

I hesitated. Could she? I had no idea. I had done it twice, but I had been dreaming both times. When Scarlet had revealed herself to me in the Institute, I had felt as if Crank was going to take over my body, but he had quickly receded back into the depths of my mind after the initial shock, becoming little more than a soft and warm buzz in my thoughts.

“I… I don’t think so. At least… Well… maybe? I’m not sure,” I finally said, realising full well that my answer answered nothing. “But he can probably hear you, and if not, I can relay everything to him when I do get the chance to talk to him again.”

Scarlet tried to stand again, only to once more fall back to the water. This time, I pushed myself forwards and helped her steady herself. “I… oh my… I… I never thought… I mean, I never stopped trying to find him… but… I was starting to think… I was stuck here forever... I thought he was dead and…” Her breathing increased and her whole body started heaving. I could tell she was starting to go into some sort of panic attack.

I pulled her in close and gave her a tight hug as the tears started dripping down her face. She trembled against my shoulder, her entire being shuddering as she was suddenly wracked with painful sobs. To my surprise, I found tears rolling down my own cheeks, though I was beginning to question if they were my tears at all.

A sentence formed in my mind, but the words were not my own. To me they meant nothing, but I knew to the mare currently trembling in my hooves that they meant everything. I hesitated for a second, questioning if letting Crank’s thoughts dictate my actions was a smart decision. The idea of him taking over my mind was a terrifying one, all things considered.

The emotional part of my brain won. “I told you I’d come back to you…” I said softly, letting the words tumble out of my mouth.

I could feel Scarlet stiffen at the words. Slowly, she pulled her head away and looked me in the eye. From the expression on her face, I could tell she saw something in there that was not entirely me. Her lip trembled for a moment before she spoke. “When I saw you last… I never told you that I loved you…”

Another sentence formed in my mind's eye, but this time I didn’t have enough control over them to even consider stopping the words from coming out. “You didn’t need to,” I said, my voice sounding strange and foren to me. “I always knew...”

Then the buzz in the back of my head fizzled away and I was left feeling oddly empty, with a mare I hardly knew shivering and sobbing in my embrace. I gulped, patting her gently on the back as she continued to cry.

There had been a moment there, one terrifying moment, where I had not been myself at all. Crank, for just a brief moment, had taken control of my body and mind completely. I had become little more than a passenger in my own body.

I wondered for a second if that was what Queen insecta felt like. A prisoner within her own flesh, trapped and speechless while my mother walked around in her skin. The idea was a disturbing one that I quickly pushed out of my mind. I would have an emotional crisis about that whole ordeal later. Right now, we had other things to deal with.

The sound of hooves scratching across metal drew our attention to the many vents surrounding us. I saw Mirra’s muzzle twitch as she sniffed at the air. “We have changelings incoming,” She said quietly, her voice coming out as a frightened whimper. “Changeling patrol by the smell. We need to get out of here quickly.”

Scarlet nodded and pushed herself away from me, whipping away one of her tears with a forehoof. “Y-yeah. This way. I have a place we should be safe for the moment.”

Scarlet’s safe place was little more than a small maintenance room that branched off from the sewage tunnel. It was a small room, hardly big though for two ponies, let alone all three of us, though thankfully we were all fairly small. Much of the room had been taken up by large pipes and a generator that rested against the far wall. A terminal was hooked up to the generator, multiple wires trailed from the terminal and into the large machine.

“Welcome to my house,” Scarlet said grandly with a wave of her hoof, her sweeping motions mimicking her sarcastic proclamation. “It’s not much, but no pony seems to be able to find me here.”

I trotted in and looked around. It wasn’t much, but it gave me a strange sense of comforting nostalgia. It was different, sure, but also fairly familiar to the generator room I had spent my life hiding away inside.

“What’s this?” Mirra asked, tapping her gnarled hoof on the terminal that had been hooked up to the generator.

Scarlet gave off the slightest of grins. “That’s what I’ve been using to keep tabs on what’s going on in the wasteland and the rest of the Institute. I managed to steal it from maneframe maintenance back when I first went rogue.”

I looked the terminal over, marveling at the work. “Impressive. Did you used to be a mechanic or something? That's no small feat.”

Scarlet gave me a proud look. “Nope, but Crank was. Back before everything. He taught me a lot of what he knew. I never thought I’d need to know half of it, I just liked to sit and listen to him talk. It was one of the few things he would really open up about,” Her expression flickered and I momentarily saw the pain behind her eyes. “Even back then he was protecting me…”

“How does it work?” Mirra asked curiously. Tapping the top of the terminal once again with her hoof.

“It lets me look through the eyes of the synths and many surveillance cameras the Institute has placed across the wasteland, including those here in the Institute,” Scarlet explained, clicking the terminal on and showing off an image of one of the many, many desolate streets of Manehattan. “Most of the Institute's surveillance is in Manehattan, so I can see most of everything that goes on there, but I can catch bits and pieces of things going on throughout the rest of the wasteland.”

“I haven’t seen any surveillance cameras outside?” I said, tilting my head at the facts. “How did the Institute manage to fill the city with so many of them without anypony noticing?”

“Mannequins,” Scarlet said with a quick shrug, pushing a button on the terminal and shifting to a new view of the Manehattan ruins. “From what I can gather, half of the mannequins in Manehattan are all dormant synths with a disguise spell on them and the other half are security cameras.”

Both Mirra and I frowned at the news. Damn it, I knew there was something fucking weird about all those mannequins. I just never thought it was that weird.

“That’s a lot of synths on the streets simply awaiting orders,” Mirra said, her voice low. “That’s probably a large enough force to take out half of Manehattan without breaking a sweat.”

“Not sure if you noticed, but the Institute is huge. This isn’t even their ownly base. From what I can gather they have another location specifically for synth creation a few miles outside the city.”

I grimaced. Things were just getting worse and worse. I glanced over at the terminal. “I don’t suppose you can look into the Friendship Express, can you?” I asked hopefully. I had to know if Xayah was alright. A gnawing feeling had been slowly chewing away at my stomach ever since Glasswing had threatened Xayah’s life.

Scarlet nodded. “I had never been able to see them before. Then, just two days ago it would seem that the Institute located them somehow. Now their base is swarming with Institute activity,” She clicked a couple buttons as she started trying to bring up footage of the Friendship Express.

I could feel my heart sinking. Two days ago? That would have been around the same time that my friends and I had found the Friendship Express ourselves. I didn’t like how closely the Institute seemed to be monitoring my behaviour.

My heart leapt out of my chest as Scarlet finally pulled up the image. The screen showed Xayah, swaying slightly on her new, metallic fore hooves and looking up directly into whatever camera we were looking through. Whomever the Institute spy was, seemed to be keeping very close track of Xayah.

I took a few steps forward and placed my hoof on the screen, wishing I could reach through and hold onto the zebra on the other side. I desperately needed to see Xayah again. We hadn't even been apart for more than a day and I could already feel myself collapsing without her.

I saw Brisk across the room from Xayah signal her over, drawing her attention away from the screen. She gave the screen an apologetic smile and began trotting away towards Brisk.

“The zebra… You love her, don’t you?” Scarlet said, watching the image of Xayah walking away before turning back to Mirra and I.

I gave her a small roll of my eyes. “What gave it away?”

“You have the same look on your face that Crank did whenever he was worried about me,” She replied softly, ignoring my sarcasm. “You remind me a lot about him, you know. The good parts, I mean.”

“Funny, he said the same thing to me about you,” I chuckled, pulling myself away from the screen. Scarlet clicked another button, taking us away from the image of the Friendship Express.

“Anyway, I think this has all been enough about me,” Scarlet said after a long, pregnant pause. “Now I have questions of my own. What are you doing in the Institute, and how can I help?”

Mirra raised a thin eyebrow at the question. “Why do you want to help us?” The small changeling asked, her voice clearly suspicious.

“A few reasons,” Scarlet said, standing up before us. “First of all, you helped Crank. I want to repay that. Secondly, I get the impression that you don’t like the institute. Neither do I. Thirdly, I’ve been hiding down here for almost three weeks. This seems like a chance for me to escape.”

I nodded. Those were good enough reasons as any. “Alright, where to begin…” I said, trying to figure out how to explain everything that has been going on in a quick and efficient manner. “Essentially, we’re after two things. A synth named Rubber Band and the A.A.S.S.”

“I met Rubber Band briefly,” Scarlet said thoughtfully. “I think he’s still in the synth creation area.”

“They were preparing to wipe his memories and reboot him last time I checked,” Mirra said quickly. “I don’t know how long we have left to rescue him.”

I nodded slowly. “The A.A.S.S. is where things start to get really complicated. I think it’s inside the Crusader Maneframe with Azar and Mother. I think they’re trying to finish something that Chrysalis started two hundred years ago.”

Scarlet’s brow furrowed. “Mother? Are you talking about Shining Aura?” she glanced back and forth between us as Mirra and I exchanged a look. “Why would they be doing something a long since dead changeling queen failed to do?”

“We think Queen Insecta’s mind is still alive somewhere inside her body,” Mirra said slowly, clearly having her own reservations about the whole ordeal.

“Whatever Chrysalis was planning was intended to prolong her rule as queen of the changelings and dominate the other races of Equestria,” I explained, thinking back to the memory orb I had viewed. “Queen Insecta is probably trying to find a way to take back the hive from Glasswing. Retake control of the Changelings,” I thought about the matter for a few more seconds. “She probably thinks she can succeed where Chrysalis failed.”

Scarlet grimaced. “So what do we do? There’s no way into the Crusader Maneframe except through the main entrance, and that's locked with some of the most advanced security the Institute could come up with. And I doubt Azar would leave anything to chance, especially knowing you both are on the loose. There’s probably going to be tons of guards.”

“Not to mention Azar will likely be waiting for us inside as well,” Mirra added. “I don’t think any of us could take him on in a fight.”

She was right, there was no fighting Azar in straight up combat. He had fought against Crank and won, and that was not a feat to be taken lightly.

“And we will need to get passed the entire Institute to get there?” Scarlet added. She pulled up an image of the Institute on her terminal’s monitor. To anypony that wasn’t looking, it might have looked like nothing was out of the ordinary. To those that knew something was up, the issue was as clear as day. Hundreds of changelings had started gathering around the Maneframe. They were doing a good job at making it look like they were just going about their normal business and I’m sure that they all had solid alibis, but all I could see was trouble.

“We’ll take things one step at a time,” I said, realizing I had no idea how we could hope to get past so many changelings. “First we need to get Rubber Band to safety. For all we know, he might only have a few moments left.”

Scarlet nodded and trotted over to the door. She peeked outside for a second, checking to make sure the coast was clear, before gesturing for us to follow her. “Follow me, I know a way that should lead us right up underneath the synth reprogramming centre.”

Scarlet hadn’t been exaggerating when she said she knew a way that led right up under the synth reprogramming centre.

I pulled up below the grate and looked up into the floor above. At first I thought it was being covered by a desk or something, until I realized that what I was actually staring at was a pony standing right above us. I froze up for a second until I realized it wasn’t a changeling and probably couldn’t smell us.

I looked behind me at Mirra and Scarlet who were both doing their best to move up behind me without making any noise. Even the smallest of sounds might ruin our cover. I had learned that the hard way with Azar.

“Is he ready to begin the procedure?” The pony above me asked. I couldn’t see who they were talking to.

There was a small grunt of acknowledgement from somepony above that I couldn’t see. “It took long enough, but yes,” I could hear the clopping of hooves as the pony I couldn’t see took a few steps. “Rubber Band is ready when you are.”

The pony above us started moving, giving me a clear view of the ceiling above. Trying to be as quiet as logically possible, I began unfastening the bolts on the grate. When the last bolt was free, I propped the grate opened and peeked my head out of the vent to get a look at the room.

The room was clearly a sideroom of the much larger synth creation wing I had previously seen. Through the glass door to my right I could make out the huge machine making new synths by the dozens. Large machines covered in blinking red and blue lights lined the walls and two ponies stood at a terminal covered desk to my left, both of their backs turned to me.

A small platform lay beyond the desk. Atop it stood Rubber Band, his hooves clamped tightly to the ground and a strange looking device had been fastened onto his head. He pulled against his bonds as the two ponies in front of him bickered back and forth, his efforts bearing no fruit as his confines refused to budge.

Mirra poked her head up beside me and looked over the room herself. She glanced over at me. “Alright, what’s the plan?”

I shrugged. “If we had our weapons, I’d say shoot them now and get out of here before anypony else arrives, but since we are without those, things are a bit more difficult.”

There was a faint tapping sound below us and Mirra quickly popped back down. A few seconds later, Scarlet pushed her way up to peek out with me. She wasn’t large, but she was still a lot bigger than Mirra, making her need to squeeze herself up close against me to fit in the small vent.

“P-Please… stop!” I heard Rubber Band whimper from across the room. I looked up from Scarlet to the bound synth. He had stopped trying to pull against the metal clamps holding him in place and had taken to looking at the two scientists with pleading eyes. “Please… I-I don’t want to go back…”

The scientist pony that had been standing over the vent only a few moments prior gave a small snort of annoyance. “Get over it synth. Once we’re done you won’t even care anymore,” They tapped a button on the terminal laying in front of them. Instantly, Rubber Band went limp, standing erect only because of the bindings that held him in place.

I shivered as I watched him go limp. He had always seemed so alive. So pony. To see him simply shut off like that was beyond disturbing.

I felt Scarlet trembling beside me. I glanced over at her, noticing the discomfort in her eyes. “You alright?” I asked.

She gave me a sideways glance. “No… I’m not. I don’t ever want to go back to being their slave…” She uttered softly. “I don’t know how I can explain it. It's like they have complete control over you. Your body, your mind. They even control your emotions and thoughts… I never want to experience that again.”

I nodded grimly. “Then let's make sure Rubber Band never has to go through it again either. Come on…”

I quickly pulled myself out of the vent and crawled across the floor to get behind one of the large machines, making sure to be out of the two ponies line of sight if they were to turn around. Scarlet quickly followed after me with Mirra close behind her. Mirra slid the grate back over the vent before scampering across the floor to hide with us.

“This was the synth that was causing all that trouble? Yeah?” I heard one of the scientists say as they began typing on their terminal. “That one they caught in Tenpony with the Friendship Express Agent?”

The other scientist nodded. “Yeah, what of it?”

The first scientist gave a shrug and returned his gaze to the limp form of Rubber Band. “I just wanted to know why the director wanted to see this synth's memories,” they said casually, looking over their screen. “I mean, they haven't said anything in years and suddenly they are interested in some random renegade synths memories? Seemed fishy to me.”

“They were probably curious about that Amber Aura filly that’s been running around the wasteland. This synth was apparently in contact with her shortly before capture.”

I paused as I listened to them talking. The secretive Director of the Institute had been interested in seeing a memory about me? I suppose I shouldn’t have been surprised. According to Glasswing, I had been causing a fair amount of uproar in the Institute over the last couple days.

Slowly, the three of us began crawling around the large machine to try and get closer to the two scientists. My stealth could use some work, but Mirra and Scarlet seemed to be experts at it. Mirra turned back and silently shushed me, as if telling me to be quieter would make a difference.

“I heard that Amber Aura is in the Institute right now,” the scientist responded, looking slightly concerned. “Rumour has it that she’s been walking around on a mission from Glasswing himself.”

I saw the other scientist’s mouth drop open. “Where the hell did you hear that?”

“You haven’t? It’s the talk of the fucking Institue right now,” He replied with a small shrug. “Shouldn’t be too much of a concern. Apparently Azar is making sure she doesn’t do anything she isn’t supposed to.”

“Yikes. I almost feel sorry for the filly,” the scientist nickered back. “That purple striped changeling gives me the creeps.”

I felt a tap on my shoulder and looked over to see Scarlet pointing towards a desk across the room. I was too far away to make out much of what lay on the table, but the focus of my gaze was caught on one very specific, thing. A shiny, white magical energy rifle.

I gave a nod and began to slowly creep towards the weapon.

“Stop! Reach for your guns and you’re dead,” I voice hissed. I flinched, thinking I was caught. I turned, expecting myself to be at gunpoint. Instead, I discovered that the demand had not been directed at me at all. Two changelings had marched into the room, both wielding and pointing magical energy weapons at the two scientists heads. “Get on the ground now!”

The two scientists spun around, their eyes wide. “Stinger? What the fuck is going on here?” One of them demanded, taking a bold step forward. They flinched back as the two changelings guns began to charge a brilliant blue.

“You are to relinquish your control over any and all sections of the synth creation wing,” The changeling who hadn’t spoken yet growled, his eyes narrowed into slits.

“On whose orders?”

Both of the changelings seemed to find amusement in the question. “Why general Azar and Queen Insecta of course. The rightful rulers of the hive! Not that traitor Glasswing.”

The two scientists exchanged worried glances. Some unspoken agreement seemed to pass between them as determined looks crossed both of their faces. Fast as they could, the two scientists reached for their weapons.

The changelings fired.

Blasts of magical blue energy lanced from their guns, each one striking a pony in the chest. Both scientists staggered, their eyes wide in shock and pain as the burning beams of light ripped through their lab coats and pierced their hearts. Just as quickly as the fight had started, the two ponies disintegrated into two piles of glowing ash.

I gulped. Word to the wise… don’t get hit.

Outside the doorway, I heard the sound of magical energy weapons firing. I glanced through the doorway and out into the synth creation wing just in time to see a hoof full of corralled scientists get dusted by a circle of hostels around them. To my surprise, it looked as if not all the creatures that had sided with Azar and Insecta were changelings. There were a couple of ponies amongst their ranks as well.

We were running out of time. Whatever Azar and Insecta were planning, they were springing it now. They had needed to take control of the synths before they could make a safe move against Glasswing. Well now they had, and to be completely honest, good riddance. I couldn’t have given a smaller shit about what happened to Glasswing. That asshole had whatever fate Azar had planned for him coming.

Of course, it probably meant bad news for me as well, but I couldn’t worry about that right now.

“To bad…” The changeling I identified as Stinger grumbled, poking at one of the piles of ash with his hoof. “I kinda liked him. I was hoping he'd just join us.”

“We can feel bad once we’re done. Once Insecta has completed her plan, it won't matter anymore.”

“What about the Synth?”

I paused, my hoof slowly reaching for the gun on the desk.

The changeling looked up at the limp form of Rubber Band. “What? The renegade? Just wipe his memory. We’ll need all the help we can get while retaking this place.”

Stinger nodded and began reaching for the terminal. It was now or never.

I jumped the last few inches, no longer bothering to conceal myself. The changelings jumped with surprise as I bolted into view and swung to face me, their magical energy weapons swinging up to aim at my head.

They were too slow. I Grappled onto the gun and sent two beams of blue light blasting their direction. The first beam lashed through Stingers neck. The changeling dropped to the ground, his gnarled hooves clutching at the glowing wound. A second later, his body crumbled away into ash.

The second changeling wasn’t as lucky. The beam of blue light flew through his eye. His remaining eye popped wide as magical blue fire burst through his skull and cooked his brain. He staggered back, his last shreds of consciousness wasted on staying upright. Then he collapsed to the ground, twitching and clawing at his boil covered face before finally stilling.

“Damn it! We got more in here!” I heard a pony shout from outside the room.

Shit.

Scarlet and Mirra had already moved up to Rubber Band’s sides and were quickly unfastening the metal bonds that held him up. I bolted over to the terminal and started scrolling through the options. Finding what I wanted, I quickly turned him back online.

Rubber Band jerked back to life with a start, his eyes wide and fearful as he looked down at me. “A-Amber? How are you… did they… wh-?”

“There they are! Kill th-!” A changeling shouted, rushing into the room. A blast from my magical energy rifle quickly silenced him, but it was too late. Two ponies and a changeling came pouring into the room, each one of them firing beams of crackling blue energy in our direction.

Wincing at the pain that shot through my horn, I ignited my magic and erected a thin magical shield around us as the beams of magical energy lanced forwards. I staggered slightly after each and every blast against the shield, their assault feeling like drums pounding in my brain.

“No time to explain! We need to get back to the vent now!” I yelled back at the synth as Mirra and Scarlet undid the last clamp holding Rubber Band in place. My shield flickered out for a second as two more changelings came charging in, their own magical energy weapons adding to the bombardment against my shield. Gritting my teeth, I flared my horn again and threw the magical shield back up around us, though this time my shield was noticeably weaker.

Scarlet pulled up beside me, her own horn glowing with red magic as she added her own power to my shield. The amber and scarlet light of our magic mingled, the shield slowly expanding as her strength was added to mine.

Grunting in concentration, I kicked the magical energy weapon I had retrieved over to Mirra who was currently cowering behind an already cowering Rubber Band. “Mirra! I need you to try and lessen their fire on us,” I shouted through gritted teeth. The throbbing pain in my horn was growing and the crack down its surface that Viscera had caused was beginning to feel like a burning spike being shoved through my brain.

Giving the gun a nervous glance, Mirra picked it up in her magic and turned it to face the incoming ponies and Changelings. Muttering an apology under her breath, she let the gun fire, sending blasts of magical energy streaking towards our attackers.

Her attacks were wide and poorly aimed, but they were enough. Our assailants scattered, no longer able to simply hold their ground and fire. One changeling was almost turned to ash as one of Mirra’s shots grazed his ear as he dodged.

No longer under quite as much presser as before, I pushed forwards, my shield keeping us protected from the few blasts still flashing towards us. Scarlet struggled beside me, sweat racing down her brow as she struggled to keep her own magic going.

“What are we going to do once we get into the vents?” Mirra squeaked, ducking as a blast of energy slammed into the shield next to her head. “Won’t they just follow us in?”

I scowled. I hadn’t thought that far though our rather unprepared escape plan. Scarlet made a small grunting noise beside me as her horn flickered from the exhaustion of casting the spell. “We’ll have to lose them once we are in the sewers, but we can't stay here!”

The edge of my forcefield moved over the vent. Rubber Band lunged forwards and pried the grate free, allowing us access to the venting system below. Mirra jumped down first, gesturing for Rubber Band to follow.

A changeling charged at my shield, slamming into the magical surface. I staggered, my face contorting as I tried to keep my magic from imploding then and there.

More changelings joined in on ramming into the shield as they lowered their weapons and charged us. The first two that slammed into the shield sent both Scarlet and I stumbling to the ground. We gave out yelps of pain, our magic flickering as it threatened to give out.

The glow on Scarlet's horn shifted from the shield, temporarily dropping her guard as she lashed out at one of the nearby changelings with her magic. The beam of red energy slammed into the changeling and sent them tumbling against one of the changelings beside them. An instant later, her horn flared back around the glowing amber shield and once more began aiding me with my protection spell.

“Go, now!” Scarlet shouted to me, pointing towards the still open vent.

I nodded and began quickly crawling forwards, the exhaustion caused by my spell making it near impossible to stand. I pulled myself into the vent, almost falling in face first.

Scarlet dropped down from above a second later. Her shield popping out of existence mere moments after she left its safety. Mirra’s glowing aura surrounded the grate and swiftly pulled it back into place.

“Run! Run now!” Mirra squeaked, pushing herself away from the grate as a changeling slammed against it from above. The grate shook and bent slightly under the attack, but held. Though I could tell it wasn’t going to hold for long.

Pushing past the pain that throbbed through my horn, I pulled myself up to my hooves. The world spun as I stood, disorientating me and making me fall back to the ground with a thud. Beside me, I saw Scarlet in a similar situation, her energy spent after maintaining the shield spell.

Mirra rushed to my side quickly, propping me up and trying to pull me down the tunnel with her. “Rubber Band! They need help!”

I saw a bit of yellow and rust brown flash across the edges of my vision, followed by the sensation of being lifted up into the air.

“Scarlet, can you walk?” I heard Mirra ask from somewhere behind me, but her voice was beginning to sound muffled.

I didn’t hear Scarlet’s response, but she must have said something, because we quickly began to move. With hazy eyes, I picked my head up and looked around. The spinning walls of the tunnel made my already dizzy mind lurch.

Behind us, I heard the booming sound of the grate being burst open as the changelings and ponies pursuing us began piling into the vent. I tried to raise my magical energy rifle to fire at them, but I found I didn’t have the strength. Instead, I found darkness quickly overtaking me. Black spots swam before my eyes and I felt myself drifting into unconsciousness.

I shook my head, trying to keep myself alert. It was no use. The darkness in my vision grew and consumed me, sending me into a restless sleep.

“...The minute we step outside, they’ll kill us,” Somepony said. I wasn’t able to tell you it was.

“But if we stay in here forever then we’re just as trapped in here as we were out there,” Another voice said, this one sounding significantly younger. Was it Mirra’s voice?

I let my eyes drift open. The small walls of the sewer maintenance room rose up around me. I blinked a few times, trying to get out the gunk that had formed in my eyes as I slept.

“I’m not saying that we stay in here forever, I’m just…” I heard the voice start to say again. This time I could recognise it as Scarlet’s voice. “...I don’t know. I’m still thinking about it.”

“How did you get into the Institute? Can we not get out the way you came in?” The voice of Rubber Band asked.

I turned just in time to make out Mirra give a small shake of her head. “Glasswing confiscated our only teleportation devices. They could be anywhere in the Institute right now, and they’re probably being guarded.”

I pulled myself up and began limping over to the group. “Hey? What’s going on?”

All three of them looked up at me as I approached. Mirra was the first one to respond. “We’re trying to figure out how to get out of here. But we can’t get to our teleportation devices and now that the sewers are being patrolled by more of Azar’s followers, moving around it going to be a lot harder.”

I sat down next to them thoughtfully, mulling the situation around inside my head. “We’re… we’re not done in the Institute yet either. We can’t leave until we have the A.A.S.S. I won’t leave it in Azar and Insecta’s hooves.”

“Well then that only complicates matters,” Scarlet said. “Because that’s inside the Crusader Maneframe with Azar and Insecta, and not only is that going to be heavily guarded right now, but there’s no way inside. Trust me, I’ve tried. The only way in is a near impenetrable door with the highest level of security that has ever been created by ponies or changelings.”

“Actually, I might…” I paused, my brow furrowing slightly. “I think I might know the password to get in.”

Scarlet gave me a blank stare. “You have the… how on Equis did you get something like that?”

I bit my lip slightly. “I saw it in a memory orb… I think... I think I can get us inside if I can get to the door.”

“Well that still leaves the issue of all the guards that are no doubt keeping the Maneframe Protected,” Rubber Band said, rubbing the back of his neck with a hoof. “Azar is going to be playing things carefully now that he’s finally in his endgame.”

“Then we’ll need a distraction of some form. Something to draw his forces away,” I said lamely, not knowing what we could possibly do to deter Azar. From the silence that followed, I could tell none of my friends had any ideas either.

Finally, Mirra spoke up. “What about Glasswing?”

I looked over to her in confusion, trying not to look too angry about just hearing the changelings name. “What about Glasswing?”

Mirra shuffled her hooves awkwardly. “Well… I mean… he’s on our side isn’t he? And there are still a lot of Ponies and Changelings that follow him, right?”

I narrowed my eyes at her. “Glasswing threw us in a cell, forced your mother into a body swap and threatened to murder all our friends if we failed to comply with his demandes. What part of that sounds like him being on our side?”

Mirra let her gaze drop. “Well he doesn’t want Azar or Insecta to win either, right? I mean, They plan to overthrow him. And while he might be a meanie, he does seem to want to help the wasteland. Even if he isn’t doing it the way we’d like. Besides, he has our teleportation devices. If we ever hope to get out of here, we’ll have to get them from him anyway.”

Scarlet nodded. “If we could get him to rally his own followers in an attack against the synth creation wing, it might force Azar to reduce his guards around the Maneframe to keep from losing his control of the synths.”

I scowled at the idea of working with Glasswing, but I couldn’t deny that they had a point. Whoever controlled the Synths had the upper hoof and control over the Institute. It was unlikely that Azar and Insecta would simply leave Glasswing taking back control to chance.

“Alright, so that might deal with the guards, but do you really think that Azar would have all of his guards simply leave the maneframe unprotected?” I asked, trying to keep track of what needed to be done. “Surely he’d leave some to keep anypony from stopping him.”

There was another long silence as we all let that sink in. After a few moments, Rubber Band Glanced over at the doorway out into the sewers. “We… We could open up the door to the director's office…”

Once more we all fell silent.

Scarlet gave a small chuckle. “From what I can tell, that door hasn’t been opened in over two hundred years. Azar definitely wouldn’t see that coming.”

“He’d have to go investigate,” I said, finally catching on to what Rubber Band has suggested. “Glasswing may make the orders, but the Director is the real one in charge of the institute. If Azar truly wants Insecta to retake her place as the ruler of the hive, he wouldn’t be able to ignore any movement pertaining to the Director. He’d be forced to send any troops not currently fighting Glasswing’s rebellion to investigate.”

Mirra glanced back and forth between us as our plan started falling into place. “Is that really a good idea though? I mean, we don’t know who the director even is? He could be anything from somepony working for Azar to a fully grown dragon.”

“What other choice do we have?” Scarlet pointed out. “But this does leave us with two new problems. Getting to Glasswing, and finding a way to open the door to the Director's office.”

“If Azar has taken over the Synths already, chances are that he's already made a move against Glasswing,” Rubber Band informed us. “I doubt he would let Glasswing simply roam the Institute freely.”

“There’s a vent system that leads directly to his office,” Scarlet said, almost smuggly. “I used it to spy on his activity sometimes.”

Mirra gave a small nod. “And what about opening up the door?”

“Glasswing would have a way in,” I said, grumbling as I realised that rescuing Glasswing really would be the only way of pulling this off. “He has to communicate with the Director somehow, through synthesized messages I think. If anyone has a way in, it’s him.”

“Then it’s settled,” Scarlet said, pulling herself up to her hooves. A grim look across her face. “Lets go rescue Glasswing.”

I pushed my face up against the grate to look out into the room beyond.

Glasswing’s office looked much like how I would have expected. Pristine white walls with a clinical looking desk and terminal in the center. A set of stairs led up to a small balcony where I could see what looked to be Glasswing’s bedroom.

Glasswing was in his office, and he wasn’t alone.

Five changelings and an orange pony buck stood in a circle around a bound and battered looking Glasswing, each one aiming a magical energy weapon at his head. Glasswing was glaring up at them in rage, his left eye swelling up from a large bruise that had been inflicted upon his face.

The only pony in the room stepped forward and gave the bound changeling a rough kick. Glasswing grunted, his teeth gritting together as he tried to prevent himself from screaming in pain. The pony leaned down and sneered at Glasswing. “I’ve been waiting for this for a long time now.”

Glasswing glowered. “What are you doing! I demand to know what’s going on!”

The orange pony snickered. “We don’t take orders from you anymore. You’re a thing of the past now,” As the pony spoke, I began to slowly loosen the grate on the vent with my hooves.

Glasswing began to pull himself up, only for one of the changelings to push him back down. “How dare you! I’m the leader of the Institute! You can’t just take that from me!”

The pony chuckled. “Funny, I remember someone else saying something very similar before you and Shining Aura erased her brain.”

Glasswing locked up at the words. “Queen Insecta? What does she have to do with this?”

A round of tittering laughter spread throughout the changelings at the question. The pony simply leered. “Everything Glasswing, absolutely everything.”

The grate popped from the vent and I managed to catch it before it could hit the ground and make a noise. Gesturing behind me, I silently moved out of the vent and ducked behind a large metal shelf that had been pushed up by the wall. Mirra, Scarlet and Rubber Band quickly scurried out after me, each one of them just as silent as I had been.

The pony berating Glasswing took a step back, giving the changelings around them a clear shot Glasswing. “It has been fun Glasswing. It is a shame you dared to betray our true leader,” He waved a hoof at the changelings around him. “Kill him. We’re done here.”

If ever there was a time to act, it was then.

Without giving my friends any sort of warning or instruction, I leapt out from hiding. The magical energy rifle in my telekinetic grip fired multiple rounds towards the changelings. The first shot lanced through a changeling's chest, turning their black, carapace body into glowing ash.

The other changelings reeled back, their attention turning our way as my friends also ducked out from behind their cover. Scarlet’s magic swept up the dusted changelings energy weapon and began firing at the still startled changelings, turning one more into sparking cinders.

Glasswing pushed himself away from the ring of changelings, his magic glowing as he pushed himself behind his desk and began working at his bonds.

I ducked, a blast of blue energy flashing over my head and searing of a few hairs in my mane. The changeling that had fired the blast rounded on me, their eyes narrowing as they moved in for an attack.

Mirra flew at them, her fangs digging into their side and tearing open a chunk of their carapace. The changeling bucked, their hooves lashing Mirra across the chest and sending her staggering across the room. They didn’t get time to attack further as a shot from my weapon blasted through their skull and fried their brain.

Rubber Band leapt back as the pony who had been leading the changelings swung at him with what appeared to be a magically infused sword. The blade cackled with blue energy as it swung through the air, the white metal of its blade glowing white hot.

The pony swung at him again, his sword slashing at a desk. The crackling energy surged through the blade, electrifying the desk and sending both halves flying in opposite directions as it cut the desk neatly in twain.

Jumping forwards, I slammed my gun against a changeling's head as they took aim at the back of Scarlet’s head. The changeling stumbled, their aim thrown off and their shot going wide, the blast scorched the wall beside Scarlet.

The changeling Spun around to face me, green blood oozing from the side of their head where my gun had collided with them. They lashed forwards at me, their two sharp fangs snapping at my neck. I flung myself back to avoid having the front of my neck torn out, skidding slightly on the ground as I tried to maintain my balance.

Scarlet landed next to me. I went to help her up, only for her horn to flare and send a bolt of magic slamming into my body. I staggered back, my hoof clutching at the spot near my chest where the shot had rammed into me, hot blood dripping from the wound and racing down my body.

Scarlet grinned, her eyes flashing blue and her body once more taking on a changeling form. I gritted my teeth. I should have been keeping closer track of who was and was not my actual friend. I wasn’t used to needing to fight creatures that could shape shift.

The changeling that had disguised itself as Scarlet went rigid as a bolt of blue energy lashed through its chest, dropping them to the ground. The real Scarlet hopped over the body, the end of her gun still smoking slightly from the shot.

“You alright?” She asked, helping me back up to my hooves as we turned to face the final changeling and the orange pony who was still swinging his magical blade at Rubber Band.

I nodded as I lifted my hoof and looked down at the burn mark by my chest. Thankfully the blast had mostly cauterized and the bleeding was only minimal.

The finally changeling scowled at us and scrapped its hoof on the ground. His weapon raised and aimed.

Scarlet and I pushed each other out of the way as the changeling sent a barrage of attacks our way. The shots blasted against the wall, marring the pristine white walls with black scorch marks.

Mirra dropped down from above, green mucus spewing from her mouth and plattering against the changelings face. The changeling stumbled, scratching at his eyes as he tried to clear the the gunk from his vision. In his blindness, he collided with a wall, the sticky substance sticking to the surface and holding him in place.

Mirra dropped onto the writhing changelings back, two smaller wads of mucus from her mouth coating both his curved horn and delicate wings.

Rubber Band was tossed across the floor as the orange buck rammed into him. I pushed myself across the room and stood over the synth protectively as the pony advanced on us, his magical sword still fizzling with magical energy as he held it up towards us.

The pony scowled, his eyes locking with mine. “Do you really think you can stop what is to come,” he snarled around the handle of the blade in his mouth. “What hope do you think you have against Azar! Only a fool would oppose him! You will either join him, or die!”

Blam!

A bolt of energy shot out across the room, blasting the ponies head open and sending viscera spraying across the wall behind him. Rubber Band cowered under me as bits of gore splashed next to him.

“You’ll die anyway,” Glasswing grunted, pulling himself up from behind his desk. His hooves had been freed and a smoking magical energy weapon was held aloft in the air by his magic. He turned to face the rest of us, his eyes narrowing. “I want an explanation and I want it now!” He demanded, his gun twisting back and forth between us.

“Queen Insecta is alive, Azar is a traitor and has rallied other traitors to his cause, they have taken over the synths and are planning to use the Utopia program to ensure Insecta retakes her place as leader of the hive somehow,” I quickly spat out. “Does that answer any of your questions?”

Glasswing’s eyes widened. “Insecta is alive? But… that’s impossible. I erased her mind myself.”

I growled. “I noticed. But it turns out that a part of her mind survived and seems to have the ability to retake control of her body.”

“But… what about Shining Aura? Is she…” Glasswing started, but I cut him off with a wave of my hoof.

“She’s alive. I think. From what I can gather, they’ve been inhabiting the same body for quite some time now. I don’t think my mom even knows all this is happening.”

Glasswing lowered his gun somewhat and stepped out from behind the table. He glanced back and forth between all of us as he slowly approached. His eyes darted back and forth for a second as he tried to wrap his mind around everything that was happening. “It is likely that if Insecta survived the procedure, her control over the mind would be drastically weakened. It likely would have taken her years to build up the kind of strength required to take control like this.”

“And she’s had that time. Around twelve years if memory serves,” I said flatly. I gave my head a quick shake and tried to return the conversation back to more pressing matters. “But that isn’t the point… Look, I don’t like you, in fact I was tempted to just run out of here and leave you to your fate, but things aren’t that simple. For what its worth, you may be an insufferable prick, but I’d rather a prick that genuinely wants to help the wasteland were in charge of the Institute than a power-hungry lunatic and her mass murderer general who want to assert dominance and control over all living races and use their love and life force as a source of food.”

Glasswing cocked an eyebrow, but didn’t object or comment on any of the remarks. “You have a plan don’t you?” He asked finally, giving all of us another look. He turned his gaze to a window in his office that overlooked the Institute. Down below I could make out the large spire of the Maneframe and the massing legion of Changelings, ponies and synths that had gathered around it. It looked just like it had two hundred years ago in the memory orb. History was once more repeating itself.

“We need to get into the Maneframe,” Mirra piped up, fluttering over and landing atop Glasswings desk. “We need to cause a diversion that will draw some of Azar’s forces away from us.”

“There are still ponies and changelings that follow you,” I added, realizing that our request was a daunting one. “From what I’ve heard, you have more followers than Azar.”

Glasswing scoffed. “I wouldn’t be surprised, but that will do little if he has control over the synths. With them under his control, we are likely outnumbered ten to one.”

“Which is why your distraction will also be your reclamation over the synths,” I mused, walking up to him slowly and joining him by the window. “You’ll lead all the ponies and changelings that are still loyal to you in a frontal assault against the synth creation wing. Don’t bother trying to hold the rest of the Institute, none of it will matter if you don’t have control of the synths.”

“Do you take Azar for a fool?” Glasswing asked coyly, turning to peer at me with one of his pure blue eyes. “He would not so easily abandon the maneframe. Likely he won't even send any of his changelings or ponies to fight against us and simply attack us with Coursers. I doubt we could even stand a chance against those.”

“That’s why that is only half of our plan,” Scarlet said, budging into the conversation. “Once your attack on the synth's creation wing has begun, we’re going to open up the door to the director's office.”

Glasswing turned and gaped at her. “You can’t be serious! Keeping that door closed is the first rule of the Institute. That door hasn’t even been opened in…”

“In over two hundred years, we know,” I grumbled. “And that’s exactly why it will work. Azar has already gone through a lot of work to overthrow you, he won't be able to allow a second challenger to Insecta’s rule.”

Glasswing tapped his chin for a moment, rolling the idea over in his mind. “I hate to say it, but you make a point. I doubt the director will be happy, but what other options do we have,” He turned back and approached his desk. “I suppose I should return your weapons. You’ll be needing them.”

I felt a sigh of relief go through my body. I hadn’t realised how anxious I had gotten without my gun. Glasswing pulled out a metallic crate and placed it on the table. Popping it open, he quickly levitated both my and Mirra’s stuff over to us. I took it graciously.

Both Scarlet and Rubber Band picked up one of the fallen magical energy weapons. Now that we were armed, I was starting to feel a little more confident about all this.

I riffled through my bag for a moment, making sure everything was there. Ammo? Check. Healing potions? Check. Caps and bobby pins? Check and check. Teleportation device…?

I looked up at Glasswing. “Where are our teleportation devices?”

Glasswing gave me a thin smile. “I will be keeping those until this is over. I’ve lost enough power today, I think I will hold onto what little leverage I have left. Besides, I cannot risk you simply leaving us.”

I snorted and stomped a hoof, but didn’t argue the matter. I didn’t plan on leaving until Insecta and Azar were dealt with anyway. “Before we do this, I think it’s about time you answer some of my questions,” I said sternly, taking a few steps towards Glasswing. “I feel I’ve earned the right to a few of those.”

Glasswing cracked a nervous smile. “I suppose you have. I’ll answer any questions you have that pertain to this specific situation, but nothing more.”

That limited what I was able to ask, but I didn’t care too much. Most of what I had to ask was relevant anyway.

“What can you tell me about Queen Insecta and Shining Aura? Without the lies this time please?” I asked. Mirra fluttered over, interested, while Scarlet and Rubber Band moved up by the door to make sure we didn’t get any unwanted company.

Glasswing sighed and flopped down into his chair. He rubbed his forehead with a hoof, trying ot figure out what to say. “I don’t like giving up secrets, and truthfully, I don’t exactly know what to tell you,” He finally said, taking a deep breath. “There is lots to say about both I suppose. They’ve been in the Institute for a long time and have done much, though I doubt that’s what you are looking for.”

He took a few more seconds to think. “Queen Insecta is old. Her reign lasted almost as long as Chrysalis, if only because she has ruled in the late queens stead since her death close to the end of the great war. Like most of the Institute, she liked to keep a lot of herself secretive, and there is very little of importance that we know of about her,” Glasswing reached forward and started pushing a few buttons on his terminal. “However, there is one audio file that I uncovered from shortly after Chrysalis’ death that I found particularly interesting and does pertain to the Utopia program.”

He finally found what he was looking for on the terminal and clicked it. I heard the faint sound of static as an audio recording started playing.

“It has been done. Twilight has no recollection of the Utopia Program,” It was Insecta’s voice, so strangely similar to that of Chrysalis. “But I wasn’t the first to get to her. It was Kamari the traitor… Yes… he was out in the Hollow shades. I have little doubts that he was looking for Luna Prime… I did… Indeed…” it took me a second to realise that I was only hearing half of a conversation. From what I heard, it sounded like somepony had ordered Insecta to wipe Twilight’s memories of the Utopia program.

It quickly dawned on me that this must have been the aftermath of the memory I had seen back in the MAS tower. It hadn’t been Chrysalis at all, but Insecta. Their voices had been so similar that I had seen a memory of Mirra’s mom before I had even known it.

"Yes... I'll inform you on any other developments..." Insecta's voice continued. "The path should be clear to continue as planned..."

The recording shut off, leaving the room awkwardly silent. “I always kept that file on hoof,” Glasswing confessed, looking at the terminal. “I had hoped to gain some insight from it on the nature of the Utopia Program, but it never did reveal much to me aside from Twilights lack of activity in the Institute in the final days of the war.”

I raised an eyebrow. “You were looking for Insight into the Utopia Program? You do know what it is, right?”

Glasswing chuckled. “Of course I know what it is, but what it’s exact limitations are have always been an unknown. Utopia is powerful, and if used incorrectly, it could have disastrous consequences.”

“And what exactly is the Utopia program?” I pushed, leaning forward on the table in curiosity.

Glasswing just gave me a small smile. “It’s hard to properly explain, and we don’t exactly have the time to go over…”

I slammed my hoof on the desk hard, making the whole thing shake. “No! I want answers now! No more secrets. What is it, and what can it do!?”

Glasswing looked taken aback by my outburst. His false smile faltered for a moment, but he quickly put it back on. “It’s a memory orb.”

I blinked. That was not what I had been expecting. I knew that memory orbs were involved in it, and I had known that the initial idea had stemmed from memory orbs, but to simply just be a memory orb? I was having trouble believing that’s all it was.

“You’re telling me that the Utopia Program that everypony is going crazy about, is just a memory orb?” I said flatly, not sure how to take that. “Why the fuck is everypony making such a big deal out of it if that’s all it is?!”

Glasswing gave me a sly look. “What were you expecting? A weapon? Some sort of death ray or something? Believe it or not, the Institute was never meant to create weapons,” Glasswing pulled himself out of his chair and stood before me. “But don’t underestimate what it's capable of. It is being heavily sought after for a reason. I have my own reasons, and Insecta clearly has hers.”

“And Red Eye,” I said pointedly. “For whatever reason…”

“It is more than a simple memory orb of course. Memory magic is a vast thing, and in truth, if harnessed correctly can be utilized in a near limitless amount of ways,” Glasswing said coldly. “I find it likely that Chrysalis, and in turn Insecta, plan to use it to make every living creature love them unconditionally. Unlimited feeding and power for them as well as complete dominance over all races.”

Mirra’s head shot up at the changelings' words. “Wait! You’re talking about mass mind control!”

My mouth fell open. “Mass mind control? As in, the ability to control the thoughts and emotions of every living creature in Equestria?” The idea of Utopia being simply a memory orb was quickly replaced with a gripping sense of fear and dread.

“That is one function of it I suppose. Though only a fragment of what it is fully capable of,” Glasswing said, furrowing his brow. “But far from its intended purpose, I assure you. As I said, when used a specific way, Utopia can be used to achieve nearly any function. The creator of Utopia, a pony by the name of Silver Ace, had very different intentions. And I can assure you, that those are not my intentions either.”

I took a slow step back. Insecta and Azar’s plans were far worse than anything I had been imagining. I didn’t know what I had expected. Taking control of the Institute or giving Insecta full control over the body maybe, but not this. Mind controlling the entire population of Equestria to use as a food source was… for lack of a better word, evil. It was evil beyond anything I had ever seen. Perhaps even more so than the senseless destruction Kamari had planned. “We need to stop this right now…”

Glasswing gave a grim nod. “I will rally all those that still follow me in an attack on the synth creation wing. You get ready for your part,” I nodded and began to turn back to face Scarlet and Rubber Band when Glasswing coughed, returning my attention to him. “Aren’t you forgetting something?”

I cocked my head for a second, trying to figure out what he was talking about. Suddenly, I slapped my face with a hoof, remembering one of the reasons I had rescued him. “The director… How do we get the door open?” In the shock of Utopia, I had forgotten about that aspect of my plan.

Glasswing gestured to the terminal. “I have the password to get through the door. I am the only one who has access to it,” He hesitated, his hoof hovering over a button on the terminal. “You realize doing this goes against everything that the Institute has followed since the bombs…”

I gave him a smug grin. “You do realize the alternative for you is to be stripped of all power, get murdered and have all your hard work ruined with the rest of the world?”

Glasswing grimaced. “I hate this, but yes. I am well aware,” I held out my pipbuck for Glasswing to download the password in. The password as it would turn out, was less of a word and more of a seemingly random string of twenty-five letters and numbers. Just looking at it made me realize that this terminal would have been one I definitely never would have been able to hack without the code.

Biting back all my frustration for the changelings before me, I gave him a thin smile. “Thank you…”

Glasswing returned my smile, his equally as fake as mine. “Go get into position. I’ll rally everypony who will fight,” He turned from me and approached an intercom resting a few feet away. I saw him pull out a hoof full of miscellaneous gizmos and what appeared to be, to my horror, a balefire egg.

Tearing my gaze away from the glowing balefire egg, I returned my attention to my friends. “Everypony ready?”

Rubber Band was shaking like a leaf in fear, but surprisingly he was the first to boldly step forwards. “Y-Yes, let's do this.”

I gave him a sad smile. “Sorry our rescue mission kinda threw you right back into the fray.”

Rubber Band shrugged. “Th-that’s fine. This is more important some random synths freedom,” That made me sad for some reason, but I couldn’t exactly place why.

We moved to the door and poked our heads out. There didn’t seem to be any hostiles nearby, but even from here I could see the large mass of bodies around the Maneframe. Through the few parts of the Maneframe that showed the mechanisms inside, I was able to see that bits and pieces of it were beginning to glow with a golden light.

Insecta had begun, there was no time to lose.

We began making our way down towards the large obsidian-like door of the director’s office, trying our best to keep as hidden as possible in the large, forested expanse.

As we moved, Glasswing’s voice came crackling over the intercoms, filling the Institute with his voice. “Ponies and changelings of the Institute, this is your leader, Glasswing. By now I am sure you have seen these traitors who have turned against us to fulfil their selfish desires. Perhaps you have already seen you loved ones slaughtered before you or ones you once thought to be your friends and family turn against you. But I am here to tell you that there is still hope…” As he spoke, I saw a few coursers that had gathered around the Maneframe break off from the main group and start heading towards Glasswing’s office at unpony-like spreads. I hoped Glasswing knew what he was doing.

“Azar hopes to destroy everything you hold dear, use you as little more than a food source as he and his vile queen assert their domination upon the races of Equestria,” Glasswing’s voice continued, the volume of his words only increasing with each passing word. “We must fight against this, both for the Institute and the world above. We cannot allow these traitors to unleash what they have planned!”

The coursers reached the entrance to his office, the door sliding open at their approach. Then it exploded, a baleful green fire flaring from the doorway and windows of the room. The coursers were incinerated in seconds, blasted apart by the powerful explosion.

But despite that, Glasswing’s voice kept coming through the intercoms. I now knew why he had grabbed a balefire egg. He had planted a bomb for his pursuers, only to have already moved to a new location to continue his broadcast. I was suddenly oddly impressed with the changeling, despite my hatred for him.

“I will be leading a direct assault upon the Synth creation wing. To all those that still have the strength and will to fight, I urge to to join me, to make true on the oaths you took when you joined the Institute and cast aside these traitors that would see their oaths desiccated like the world they aim to create,” Glasswing’s voice was rising higher and higher as he spoke, each sentence becoming more passionate than the one that came before it. There seemed to be more and more commotion as his speech continued. Those that had sided with Azar were growing ancy, their hooves fidgeting as they listened to the empowering word that foretold their downfall, while those who had stayed loyal and been driven into hiding began to emerge from their hiding spots. “The Institute will be restored to its rightful order, and it shall not be under the rule of these tyrants! Stand with me! Let us take back the Institute!”

There seemed to be an uproar of commotion from all sides as hundreds of ponies and changelings alike rallied at his words. I had been fearing that we were so hopelessly outnumbered. That even if Glasswing could pull a group together to make a full frontal assault, it would still not be enough. As I watched the ponies and changeling emerging from their hiding spots however, I felt my spirits and hopes rising. Azar had managed to take control of the synths and Institute through surprise and swift action, but his forces prior to the inclusion of synths were far from outnumbering us. In fact, we almost outnumbered them.

Not for the first time, I was shown how big and vast the Institute was.

Changelings that had gathered around the maneframe began swooping down from above, curved horns and magical energy weapons firing off shots of magical energy as the swarm of ponies and changelings loyal to Glasswing charged across the Institute, seemingly spilling in from all sides.

Screams and yells of fury and pain rang out across the expanse. Energy weapons fired and the sounds of hooves pounding against both ground and bone fill the air. The institute had become a war zone.

There was a crackle of static over the speakers, and suddenly the Institute was being filled with a new voice. Azar’s voice. “To those who stand against the true queen of the hive, hear me now! There is no future down the path you tread, only death,” The ponies and changelings paused for a second at his words, but did not cease their fighting. “And to the ponies that dare to oppose us, think of what fate awaits you. If you join us you shall serve as sustenance. You shale become the power in which shall be used to dominate the races of Equestria! And you shall be heroes. If you do not comply, the fate shall be the same, but I assure you, I shall make sure that it is far less pleasant.”

Right, like that argument was going to sway anyponies minds. Azar might be intelligent and powerful, but he was also ignorant to all but his own desires.

Like Glasswing had predicted, I saw the flash of sparkling blue light as synths and coursers began teleporting around the entrance to the synth creation wing.

I hopped back as a pony fell limp to the ground by my hooves, their head burst open by a precise shot from a changeling's magical energy rifle.

“We need to get to the Director's office, now!” I said, moving forwards and jumping over the body of the fallen scientist.

“Do you think everypony is going to be okay?” Mirra said mournfully from beside me as we rushed forwards, her eyes looking over the battle zone sadly.

I gave her a sad smile and continued running, my own eyes looking over destruction that was unfolding around us. “I think the best we can hope for right now is a victory and minimal casualties,” I hated myself for taking this so coldly.

It was a sad thing to see, the Institute stricken with bloodshed. Despite its faults, it had been one of the few places that hadn’t given in fully to cruelty. And as much as I hated to admit it, it had been beautiful too.

We galloped towards the large obsidian door leading towards the office of the ever so mysterious director of the Institute. The closer we got, the more I began to wonder just what I might find beyond it’s dark front. A part of me expected to find Silver Ace, but I doubted he had survived over two hundred years.

I was surprised to find that the coursers I had seen previously guarding the doorway had left. I suppose that shouldn’t have come as a shock. I doubted Azar had any interest in protecting a potential opposition to his queen's rise to power.

I pulled myself up to the terminal and began typing in the password. Mirra, Scarlet and Rubber Band pulled up close to my sides, guns extended and making sure that I was uninterrupted. A few times I had to backspace and retry the password as I clicked a wrong button. Despite having the password right in front of me, the long jumble of letters and numbers were near impossible to memorize.

Finally there was a click and the massive door began to swing open. The opening of the door brought a whole lot of trouble with it.

The clinical lights of the Institute began to flash, their harsh white lights suddenly shifting into a crimson red. A siren rang out, loud and clear even among the booming sound of gunfire and madness that had gripped the Institute.

I had wanted to catch Azar’s attention and make a distraction. I succeeded. Perhaps better than I had intended.

Azar’s voice rang out over the intercoms. “To the directors office! Kill them!” The changelings and ponies that had stayed to stand guard around the mainframe suddenly turned and began charging across the Institute towards us. I was suddenly reminded of Azar’s burning hatred for the director.

“Shit, we gotta go!” Scarlet hurried, pulling on my leg slightly to get me moving. “We’ve got less than a minute before they’re onto us!”

Biting my lip I took a step forward. “You guys get to the maneframe. See if you can take out any remaining guards… I need to do something here first.”

“What?! Are you crazy!” Rubber Band exclaimed, taking a step back, his eyes flickering to the incoming swarm of changelings and ponies. “You’ll die if you say here!”

I gave them all a grim look. “I’ll be fine, go!”

Scarlet and Rubber Band looked concerned, but they turned and started running towards the Maneframe, trying their best to keep away from any combat until they had gotten closer. I turned to face Mirra who had lingered by me a little longer.

The small changeling looked up at me for a moment. I gave her the best comforting smile I could, but she just frowned and gave me a small punch on the shoulder. “Don’t die Amber. I’ve already lost my mom to the Institute. I don’t want to lose you too.”

“You’re mom might still be alive,” I said quickly, but the words felt hollow in my mouth. “There might still be a way…”

Mirra shook her head. “Stop trying to give me hope Amber. I know the wasteland takes what you love and twists it into something horrible, now more than anybody,” Her eyes flickered to the bloodshed around us. “I hate death, Amber. I can’t stand it. I don’t care if Queen Insecta is still alive or not. No pony that does something like this is my mom…”

With that she turned away and fluttered after Scarlet and Rubber Band. I took a deep breath and quickly bolted into the directors office. I needed to be quick, even now I could hear the buzzing of wings and stomping of hooves as Azar’s forces drew closer.

At first all I saw within the room was darkness. The obsidian-like door had been a perfect reflection of what lay beyond. Despite the size of the door and the flashing red lights of the Institute beyond seeping in, all light seemed to diminish within a few inches of the room.

Reaching down, I clicked on my pipbuck light and let the eerie green glow illuminate the room. It was a lot like how I remembered it in the memory orb. The walls were still a dark oak and lined with rows upon rows of bookshelves. A few paintings hung on the walls as well, though not as many as I had seen previously. I even spotted the painting of Canterlot, resting atop the snow capped mountain as if nothing had ever happened.

The biggest difference was that much of the furniture in the room had been pushed aside, making room for a strange device that took up most of the room. It consisted of three large metal pillars that rose up on either side, each one flickering with a ring of small red lights. In the centre of the pillars sat an elevated platform, strange wires raced out of the platform into the pillars connecting it all together.

“What the hell is this?” I muttered to myself, the light of my pipbuck reflecting over the shiny and pristine surface of the strange device.

“Hello, Amber Aura. I was wondering when we’d get the chance to talk,” A nasally, male voice echoed from the darkness around me.

I jerked my head up, my pipbuck light landing on a round metallic shape that was slowly bobbing up and down in the air towards me. As it grew closer, I began to make out the shape of a Sprite-bot through gloom.

I raised an eyebrow at it, not quite sure what to make of the Sprite-bot. “W-watcher? Is that you?”

Despite not being able to see the face of whomever I was talking to, I got the distinct impression that they were giving me an incredibly smug grin. “No. You may call me the director,” The sprite-bot said, the voice sounding like a mix between a throat full of gravel, a stuffy nose and a metallic sounding synthesizer.

I looked around the darkness, hoping to spot anything else in the room aside from the machine and the spire-bot. “You aren’t actually here in the Institute, are you?” I said finally, slightly disappointed. The sound of the approaching armies were getting closer, I needed to get this over with quick.

The Sprite-bot was silent for a second, whomever was on the other side clearly not in much of a rush themselves. “No. I’m quite far away from here in fact. I have been well aware of Insecta’s plans to use Utopia and overthrow Glasswing. I have no desire to be present in the Institute when that happens.”

I scowled. “You knew all of this was going to happen and still did nothing!? You do realize Azar plans to overthrow you, right?”

There was a foul sounding noise from the other end of the speaker that I assumed was supposed to be laughter. “Azar is welcome to try. What he does not realize is that his actions here are of little consequence to me.”

This voice was beginning to irk me off, and not simply because of it’s rather cruel and cold outlook on what was going on. “Have… have we met? I… I recognise your voice…” I finally said, quickly remembering I didn’t have much time to stall. Get to the point now! “Who are you?”

There was more laughter from the other end of the intercom. “This is not the first time we’ve spoken, no. You are a lot different now than you were when I first contacted you back in Stable 25.”

My heart froze in my chest. This had been the voice I had heard all those weeks ago… back on the day that had started everything. The voice that had pretended to be Stable-Tec and paved the path for Crank and the rest of the cyber ponies to get into the Stable.

I could feel my mouth fall open. “Y-You! But you… You were working with Red Eye… aren’t you? How are you the leader of the Institute! How is…”

“The Institute likes to think of themselves as the puppet masters. As the ones holding all the cards,” The voice interrupted. “If only they knew who was really pulling all of the strings…” The sprite-bot tilted to the side slightly as if looking past me and out the door into the Institute beyond. “I see you are about to get company. You had better start running, Amber Aura.”

I took another step forward, ignoring their warning. “Who are you!” I demanded again, my breath catching in my throat slightly as I took yet another step towards the Sprite-bot.

The voice chuckled. “This has been a most pleasant meeting. Something tells me we will get the opportunity to meet face to face, very soon,” With that, the Sprite-bot shut off and dropped to the floor with a clang.

Just as the Spritebot hit the floor, the first changeling flew into the room, their magical energy weapon already charged and firing off rounds into the darkness. I flung myself to the side, one of the shots grazing my side and leaving a long black line of soot across my body.

I spun around, Breaburn’s Liberator firing off a round of buckshot into the changelings face. The changelings head burst open from the explosive fire, its body slumping to the ground in a disheveled heap.

Not waiting for the rest to arrive, I darted out the door and began making my way towards the Maneframe. As I ran I saw the large group of ponies and changelings charge into the directors office, guns blazing as they moved to destroy everything that moved.

I questioned how much time I had before they realized there was nothing in there and returned to guard the Maneframe.

A pony fell to the ground in front of me, their hoof twisted in an awkward angle as they tried to regain their stance and charge the changeling they had been attacking. I raised my shotgun, preparing to come to their aid when I paused. I didn’t know which one was on my side and which one was my enemy.

I glanced around the Institute, taking in the violence. I suddenly felt very small and disoriented when I realized I had no idea who I was supposed to be fighting.

Instead of fighting, I ran.

I pulled up next to my friends by the entrance to the maneframe. The two synths that had been guarding the entrance had been dispatched, and now lay in a broken heap to our left.

“Did you find what you were looking for?” Scarlet asked with concern as I approached the terminal.

I gave a small shrug. “I’m not sure. It was all kind of confusing. I’ll explain later.”

“D-Do we have a plan for once we’re inside the Maneframe?” Rubber Band asked, quickly glancing over his shoulder nervously. “For dealing with Azar and Insecta?”

I looked up from the computer and gave him a smile that I in no way felt on the inside. “Do I ever have a plan?”

“I don’t think I want to know the answer to that question.”

A flash of blue light beside me signaled the appearance of a courser. I had only just enough time to realize he had appeared before his hoof flashed forwards and sent me tumbling away from the terminal.

“You will cease what you are doing, or you will be eliminated,” The courser ordered, his monotone voice clashing with its organic tone. “You have one chance to comply.”

Yeah right, like that was going to happen.

My horn flared and braeburn’s Liberator swung up into the air in font of me. The gun fired, having already locked onto its target. To my surprise, the courser dodged, dipping out of the way faster than what should have been possible and firing a blast of magical energy towards me.

The courser’s shot blasted through my hoof, ripping a burning hole through my flesh and sending me falling to the ground. I yelled out, trying to scoot backwards as the courser lunged at me.

Mirra leapt on top of the courser, sending him careening away from me. The courser staggered, crashing into the wall of the maneframe before spinning and bucking Mirra off, causing her to get thrown a few feet away and land in a heap.

With Mirra out of the way, Scarlet and Rubber Band raised their magical energy weapons and opened fire. The courser once more demonstrated its shocking speed and dexterity, weaving itself away from the blasts with impossible speeds.

I pulled myself up and fired again. This time my shot landed. The courser’s speed slowed as a blast of buckshot ripped through its foreleg. It staggered, managing to stay upright despite the burst of shrapnel against its form and the sudden surge of flames across its leg.

The courser rounded on me, its energy weapon aimed and ready to fire. I jumped aside again, but I wasn’t fast enough. The shot lanced through my other hoof. I screamed, watching in horror as the wound began to glow blue. For a second I feared I was about to be turned to ash, only for the glow to dissipate and leave behind a bloody hole in my leg.

Two blasts of energy found their way into the courser, one from Rubber Band and one from Scarlet. The Courser slumped, blood rushing from his body for only a moment before its form began to glow blue and disintegrate into a pile of ash.

I pulled out a healing potion and quickly chugged the contents. The itching sensation of my flesh pulling itself back together flowed through me as the healing potion did its work. Mirra quickly helped me back to my hooves.

I gave her a thankful smile and once more pulled myself over to the terminal.

<INSTITUTE CRUSADER MANEFRAME 1A>

>Maneframe Overview

>Power Usage and Data

>Open Door [PASSWORD REQUIRED]

Gulping, I began to type in the password I had seen in the memory orb. I closed my eyes as I typed in the last letter. A part of me hoped that the password didn’t work, because if it did…

The door to the maneframe slid open. I let a long sigh escape my lips. Damn.

The Password had been Luna Prime.

Both Rubber Band and Scarlet took a nervous step away from the door as it opened. They both exchanged a look before turning to me for guidance. I just grimaced and turned to face all of them. “Is everypony ready?”

Scarlet gave a brave nod, but I could tell she was terrified. Rubber Band didn’t even try to look brave. He couldn’t stop the shaking.

I looked to Mirra who had taken to staring up at the huge maneframe. I followed her gaze up to the dark symbol of the Stable-Tec logo surrounding the mare in the moon. After a second she pulled out the metal shard that had always given her hope of finding her mother again. She read over the words a couple times before looking up at me.

“Are we going to have to kill her Amber?” She asked, her inflection was sad, but not nearly as sad as it should have been.

I could feel my heart sinking. “I hope not. For both of our sakes. But if she makes us…”

Mirra looked down at the words written across the slab of metal. What a silly thing, it suddenly seemed to hold onto somepony by. Forcing herself to smile, Mirra tossed the shard of metal aside, letting it slide away from her and come to a halt a few feet across the floor. “Then lets go. Let’s not leave her waiting.”

Giving her a quick hug, the four of us moved towards the door and into the depths of the Crusader Maneframe.

I had seen the inside of the maneframe in Silver Ace’s memory, but my breath was still taken away when I beheld it with my own eyes.

Along the sides of the maneframe were massive pony sized gears and huge, thick wires that ran up complex looking circuit boards. Rows upon rows of monitors and control panels were still scattered throughout the Maneframe and the large metal catwalk traveled up the inside of the machine.

Below the small platform we stood on lay the large glowing sphere of crackling golden energy. Just like in the memory, it had begun to pulse and expand, as if the power flowing though it was unstable and about to explode. Scarlet jumped slightly as a bolt of energy lashed at a spot in front of her.

I stared down at the glowing sphere of light for a moment, squinting my eyes in an attempt to not be blinded by its blazing light. Now knowing what I did about Utopia, it struck me that the sphere did kind of look like a giant memory orb. Not exactly the same, but still shockingly familiar.

“Stay close everypony,” I said, taking a few steps into the maneframe. “Azar and Insecta are in here somewh-”

“Ah, so the ponies are here to stop us,” the honey coated voice of Azar drawled down at us from somewhere above. Startled, I took a step back, my eyes darting up above us as Azar began fluttering down to land on the platform before us.

For the first time since I had seen him, he was not in his zebra form. Instead, he had taken on his true and horrific visage. He was a dark grey changeling, a little larger and more muscular than the rest, with glowing violet eyes and a darker violet carapace shell. Two jagged and sharp fangs raced down from his upper lip and a curved horn rested atop his head.

Azar grinned at me, showing off a mouthful of vicious looking fangs.

“And so once more, history repeats itself,” Azar leered, the powerful muscles in his gnarled legs tensing and twisting as he took an intimidating step towards us. “The weak and foolhardy race to stop the mighty from taking their rightful place as gods amongs the mortal races. It really is true, what they say... Whether it be through the blood and fires of war, or the ashes and desolation of the wastes, war never changes.”

I raised Braeburn's Liberator to face him. I could feel my legs shaking underneath me as I confronted the powerful changeling. “Step aside Azar.”

Azar cocked his head to the side and gave me a confused look. “And what? Let you ruin everything I have worked so hard to create? I do not think so.”

“What you’re doing is insane! Can’t you see that!” I snarled, daring myself to take another step towards him.

Azar just flashed another vile grin. “There is nothing insane about the pursuit of power, it is the natural order of all things. Your fear is the only thing that is irrational, as all things must one day bow to the new order.”

I had heard enough of this. I fired, my shotgun blasting buckshot in the changeling generals direction. Azar twirled out of the way gracefully, one of his hooves lashing forwards faster than I could react to and striking me across the face. I flew back, my head crashing against the wall with a painful thud.

My friends rushed forwards, each one of them firing off shots in Azar’s direction. Azar simply laughed and danced out of the way of their blasts, his horn glowing with violet light as he lashed out with magical blasts of his own.

Scarlet was sent sprawling as one of the magical beams from Azar’s horn slashed her across the chest. She placed a hoof over the wound, trying to hold back the bleeding.

Rubber Band leapt forwards, his magical energy weapon firing off a shot into Azar’s chest. Azar staggered slightly, his horn glowing as he cast a healing spell and immediately regenerated the damage. Before Rubber Band could react, Azar slammed into him, his twisted hooves striking the synth across the chest and sending him toppling to the floor.

Grunting with pain, I pulled myself up and lunged at Azar. Azar took a small step back, my hooves slicing through air as he evaded my attack. I ducked, Azar’s hoof swinging over my head as the changeling went to bash in my skull.

“What hope do you think you have against me?” Azar mocked, reeling up and slamming his hooves down at me. I rolled to the side, narrowly avoiding his hooves crushing my neck. “They do not call me the Unbeatable for no reason.”

Azar flipped backwards as Mirra attempted to slam into him. The changeling general raised his hooves and lashed at Mirra, striking her across the cheek and pushing her to the ground. A trail of blood drizzled from Mirra’s nose and head as she was slammed against the platform floor. Azar glared back up at me with amusement. “You have been a thorn in my side, Amber Aura. I do confess that you have been a larger nuisance than I had previously anticipated, but I have faced far worse than you.”

Growling, I lunged at him, swinging my hooves in an attempt to pummel him into the ground. His hooves lashed forwards, countering my strikes with blows of his own. I felt him grab onto my hoof and give it a twist. For a sickening moment, I was airborne, only to come crashing back down onto the platform, my head dangling over the side and looking down into the pulsing sphere of light down below.

Azar’s hoof slammed down on my back as he loomed over me, making me cry out in pain. I turned my head slightly, just able to make out his glowing violet eyes as he leaned down and leered at me. “Queen Insecta will once more take her rightful place as queen of the hive,” He sneered, the pressure of his hoof on my back increasing and threatening to snap my spine. “You will bow to her before the end.”

A scream of anger signaled Rubber Band charging towards us. I caught a glimpse of him charging forwards out of the corner of my eye, his weapon drawn and firing towards Azar.

Grunting in annoyance, Azar spun, his hoof lashing out and slashing Rubber Band across the throat. The jagged edges of his twisted hooves acted as knives and the skin on Rubber Band’s neck split, spilling blood down his front.

Rubber Band staggered back, clutching at his throat as he collapsed to the ground. His eyes were wide as the colour slowly drained from them.

Damn it! No!

I pulled myself up and lunged. Azar turn around just in time to see me slam into him. We rolled across the floor, each one of us exchanging blows to the other. I felt one of his hooves slam into my chest and snap a few of my ribs.

I screamed, pounding my hooves against his head. His head snapped slightly to the side, but the bruises on his body were already beginning to heal. I couldn’t beat him. He was too fast, too strong.

One of Azar’s hind hooves kicked up at me, slamming into my hind leg. I felt my bones snap. I spasmed in pain, my whole body filling with agony as the impact of the strike raced through my body.

Using my pain to his advantage, Azar pried me off of him with his magic. I was levitated up into the air for a second, suspended in his magic’s violet glow. Then he tossed me aside, sending me flying through the air and over the edge of the platform. My hooves reached out, grasping onto the edge of the platform for dear life.

Azar growled and began stalking towards me. One of his hooves flashed out, striking Mirra and sending her back to the ground as she tried to pull herself up. He stood over me, his forked tongue flicking from his mouth and his jagged teeth bearing as he glared down at me. The last few bruises my hooves had caused him dissipated as his magic flowed through him.

He gently placed one of his hooves atop mine, his snarl twisting into a sinister grin. “Once more I find myself in a place where one of Red Eye’s cyber ponies once stood. I find their failure to deal with you laughable.”

His hoof rose and fell. I screamed, the bones in my right forehoof shattering under the powerful strike. My right hoof swung free, no longer able to grip to the edge of the platform.

I caught movement from behind Azar seconds before Scarlet slammed into him. Azar stumbled, the force of Scarlet’s attack catching him off guard. He fell forwards, his wings bursting to life as he began to soar upwards.

Fighting against the pain, I launched myself from the edge of the platform, grappling onto him in the open air above the glowing sphere below us. Bolts of electricity flew from the orb below us. A few stray bolts of energy slashed against the walls, sending ripples of power shooting up the structure.

Azar dropped slightly in the air as my weight was added to his. My hooves slammed against his sides as I tried to batter at his wings and knock him right out of the air and into the sphere below.

Growling, Azar slammed his head forwards, his curved horn stabbing at my chest. I felt his sharp horn slice through me, even through the ballistic weave that had been lined into my Stable barding.

I roared with pain, my horn glowing and pulling Braeburn’s Liberator off the platform and into the air with us.

Blam!

The explosive buckshot ripped through the air and into Azar’s side. There was a bellow of rage and pain as the explosive fire tore one of the changelings' wings right from his side. We began to spiral downwards into the pit, our suspension in the air made unstable as Azar tried to keep himself aloft with only one wing and my presence pulling him down.

Scowling, I felt Azar teter to the side, sending us ramming against the wall. I lost my grip, my broken hooves already struggling to do little more than lay limp by my side. My only good hoof reached out, grasping for anything that might save me from falling into the blazing ball of light below.

I was lucky.

My hoof found one of the thick wires that raced up the sides of the Maneframe. I wrapped all of my hooves around it, my body only inches from the pulsing orb below me. The area around me was beginning to grow painfully hot, I could feel my hide starting to burn and my flesh begging to boil.

Just above me, I saw Azar land heavily on a small outcropping just above the pulsating sphere. He glared down at me, his eyes filled with rage and his tattered wing slowly pulling itself back together.

Up on the platform, I saw Mirra spread her glassy wings as she prepared to fly down and help me. I quickly waved her off. “No! Go stop Insecta! I’ll hold off Azar!”

Mirra’s eyes went wide at my words. “Amber, I can’t!” her whole body was trembling as she looked down at me. “Not by myself… I’m not a fighter… I’m not like you…”

I attempted to pull myself up higher on the large wire, only for the whole thing to lurch and send me dropping another inch closer to the glowing ball. “There’s no other way Mirra! You have to stop this!” I felt my broken hooves start slipping and had to try to regain my grip with all my strength. “You traveled all the way across the wasteland to find something that had been lost to you. I’ve seen you overcome things fillies twice your age would shy away from. Things I would shy away from. I believe in you Mirra. You always say you aren’t like me. That’s good. I’m broken and bloody. I’m just another thing the wasteland has taken and twisted into something horrible. Just like the Institute, just like our mothers. I’m the one that wishes I was more like you Mirra.”

I saw a look of determination cross over Mirra’s face. She puffed out her chest slightly, an action that reminded me an awful lot of myself back before all of this. She gave me a quick salute and darted away, making her way towards the catwalks leading higher and higher into the maneframe.

I saw Azar take to the air, his wing now fully healed. He screamed incoherently, his eyes blazing with anger as he dove towards Mirra.

I raised my shotgun and took aim. The targeting talismans built into the gun locked onto Azar at once and fired. The shot ripped through his side again, once more sending him off course and crashing into the wall of the maneframe. His hooves scratched at the sides of the walls as he tried to find purchase in the wires and circuit boards that lined the walls. One of his hooves caught on on the very same wire I hung from.

He glared down at me, his mouth twisting into an animalistic snarl. “You will pay for your treason against the great queen!”

Grimacing, I pulled myself a little higher on the wire and raised Breaburn’s Liberator to face the Changeling dangling a few feet above me. “I don’t remember voting for her?” I mocked sardonically. It wasn’t until after I fired that I remembered you don’t vote for queens.

Azar let go of the wire, dropping down to avoid the shot. His ruined wings flared out, catching the air and gliding down towards me with horrifying speed. Grimacing from the pain, I pulled myself up and tucked my hind legs up to avoid them being sliced off by Azar’s attack.

The changeling general once more latched onto the wire, this time directly below me. He lunged upwards, his fanged mouth snapping at my tail as I pulled myself higher. I kicked backwards, only for Azar to grasp onto my limb and pull himself up higher.

I slid down the wire, his weight pulling me down further towards the glowing sphere of light. Arches of energy flared up around us. Every time the sphere sent a bolt of light flashing up past me, my ears popped and my vision was temporarily filled with a blinding golden light.

I heard the sound of a magical energy weapon fire up above. I glanced up to see Scarlet firing down at Azar, trying to land a shot on the fast moving changeling. Azar was managing to dodge the attacks with ease, often using my body as a shield between himself and the energy weapon.

Once again, Azar’s wing mended itself back to normal. He flared his wings out and dove upwards at me, knocking my shotgun aside before I could get the chance to ground him again. His hooves crashed into my side, slamming me into the wall of the maneframe hard. I almost lost my grip as my head thumped against the metal surface. I could feel blood spilling down my face from where my skull had been fractured.

Azar twisted in the air, once more evading a shot from Scarlet’s gun. He did a quick loop before coming down hard on my back, knocking the air out of me and making my grip slip.

I fell, my hooves flailing as I tried to grasp onto anything that might stop my fall. My head lunged forwards and I felt my teeth bite into Azar’s leathery tail. I heard Azar scowl above me as my teeth sunk into him.

The swelling heat of the sphere below was only increasing, burning hotter and hotter as the two of us struggled. With each passing second it became harder and harder to breath and the boiling temperature was beginning to fog up my mind.

Azar twisted, his tail flicking as he tried to shake me off and send me falling into pulsing lights below us. “Why won’t you just die!” He shrieked, one of his hind hooves lashing out and striking me in the face.

My mouth lost its grip, but my hooves had already reached up and wrapped around his midsection. Pulled myself up on him, biting into one of his ears to keep my grip on him.

My gaze flickered back up to Scarlet, who was doing her best to line up a shot on Azar without shooting me in the crossfire while the two of us struggled and flipped around in the air. Sweat was dripping down her face as she put all her concentration into keeping calm and aiming.

Struggling around my mouthful of Azar’s ear, I screamed up at her. “Take the shot! Take it now!”

Scarlet’s face contorted, her own breathing becoming heavy. “I don’t want to shoot you!”

We didn’t have time for this and I couldn’t stay on Azar like this for long. “Just take the damn shot!” Scarlet shut her eyes for a second before opening them and focusing on Azar once again.

Blam!

Scarlet’s magical energy rifle fired. The shot ripped through Azar’s chest, sending blood bursting from his body and spraying across the walls of the maneframe. But the shot didn’t stop. It carried through, blasting through Azar and into my stomach.

My scream of pain was muffled by the blood surging into my throat.

Azar lurched in the air, trying to stay airborne despite the gaping hole in his chest. Already, I could feel his magic beginning to pull his broken body back together.

Igniting my horn, I raised my shotgun and placed it against Azar’s neck. “You messed with the wrong fucking Stable,” I growled, my words clearly legible despite the blood drizzling from my mouth. My magic pulled the trigger.

Blam!

The explosive buckshot ripped through Azar’s neck. The changeling spasmed, their hooves lashing out in all directions as the slugs tore through their throat. I fired again, the second shot blasting through his head and sending his brains bursting through his eyes.

Azar sagged, his whole body twisting in the air in his final death throes. One of his hooves lashed forwards, the jagged edge of his gnarled hoof catching on my cheek and ripping a large gash across my face.

I kicked out with my back hooves, ramming them into his chest and sending Azar’s still twitching body flailing into the pulsing golden sphere. The second his body hit the ball of light, there was a flash of dazzling sparks. Arches of lighting shot up from the pit at me and a massive shockwave blasted into me mid air. I saw sent flying upwards, the last little bit of air in my lungs being pushed out of me as I was launched halfway up the maneframe’s interior.

I lay suspended in the air for a moment, my eyes locked on the blazing ball of light below me. Then, I began to fall. I shut my eyes, the air whizzing past me feeling like a hundred daggers against my broken body. Even through my closed eyelids, the ball of light blazed in my vision, throwing my whole world into a burning gold.

Then my fall stopped. I cracked open an eye to see what happened and immediately shut it as the glowing sphere only an inch away from my face nearly blinded me. Slowly, I felt my body begin to rise up out of the pit.

I twisted myself in the air and looked up at the platform. Scarlet stood there, her eyes held tightly shut and beads of sweat racing down her face as she concentrated on the telekinesis spell she was using to lift me back to the platform.

She slowly placed me down on the platform, her whole body giving out from under her as she ended her spell. I attempted to move to help her up, only to find my own body in far worse shape than hers.

Scarlet dragged herself over to me and quickly rummaged through my saddlebags. She quickly pulled out two healing potions and pushed it up against my lips. I drank it thankfully, feeling its magic patch my body back together. I had hardly even finished drinking it when she pushed the second up to my mouth as well, urging me to drink.

With a little bit of my strength back, I took the potion in my own hooves and drank. Only once I had done that, did Scarlet grab one of the healing potions for herself. The wound on her chest pulled itself back together, but it was clear the scar would stay with her forever.

Putting the healing potion aside, I turned to look at Rubber Band. The synth was lying on his side, a trail of blood oozing from his slashed open neck. I felt my heart fall as I saw he wasn’t breathing. Azar had managed to take on more with him before the end.

On trembling legs, I pulled myself up to my hooves. I took a step forward, trying to make my way to the catwalks that led higher up into the maneframe. My legs instantly gave out on me, sending me crashing back to the ground.

Scarlet quickly pulled herself up beside me. I looked over at her, tears in my eyes from the pain that was still consuming my body. The fight with Azar had left me broken beyond what any other fight had. “Mirra…” I groaned softly, my eyes glancing up at a platform far above us. If the memory I had seen was anything like what was happening, that’s where Insecta and Mirra would be.

Scarlet nodded, seeming to understand my request. She grunted in concentration as she wrapped me in a field of magic and lifted me up onto her back. Slowly, she began to climb up the steep catwalks, making her way to the top of the maneframe.

Each and every step was a struggle for Scarlet. A few times she fell, but she never stopped struggling to reach the top. I had expected nothing less of her. If there was one thing I knew about Scarlet, or rather, Crank knew about Scarlet, was that she never gave up. She never would.

After a few moments, we began to near the top of the Maneframe. Over the booming crackle of the glowing sphere below, I could hear the faintest of voices echoing out in the din.

“...You need to! I can’t let you do this!” It was Mirra’s voice, strong and brave, yet not without fear.

“Daughter of mine, you have come so far to find me. Allow me to finally reward you for your loyalty to me,” The new voice sent shivers down my spine. I knew that voice. I had heard it many times before. But it was not the voice of my mother. It was strong and powerful and seemed to echoing slightly around the room. It was the voice of Queen Insecta. “I told you we’d meet again. Now we have.”

Scarlet hauled herself up onto the final platform. She dropped to the ground, out of breath. I crawled off of her and stood on shaky legs to face Mirra and Insecta. Insecta still looked like my mother, though now she had plugged herself into the maneframe like I had seen Chrysalis do to herself two hundred years ago. She had attached tubes and wires to her body and a metal helmet had been placed atop her head. Behind her I could see a black case in the wall that many of the tubes attached to. I had seen a container similar to this before back in Stable 25. It was the container that held the A.A.S.S.

Mother smiled as she saw Scarlet and I staggered up onto the platform with them. “Ah, I see we have company,” Her smile faltered. “I suppose that means Azar is…”

“He’s dead,” I grunted, trying my best to keep from collapsing. I took a step forward and growled at Mother. “You need to stop all of this!”

Mother looked like she was about to be sad for a moment before a stern expression crossed her face. “Oh well. He served his purpose to me well,” Mother took a step forward and glared at the three of us. “But it doesn’t matter. You cannot stop what has been put into motion here.”

Wobbling slightly, I took another step forward. “I can’t let you do th…”

I was cut off as a field of green magic wrapped around my neck and lifted me up into the air. A similar field of magic wrapped around Scarlet’s, strangling her and pulling her up with me. A second later, I was flung backwards, my saddlebags flying from my back and spilling their contents across the floor as my body was slamming against the wall. I grasped at my throat, trying desperately to free myself. But hooves have minimal effect against magic.

Mirra scowled and stomped towards Mother. “Put them down, Insecta! Now!”

Mother gave her a sad little pout. “What? Not calling me mom anymore? Dear child, I had hoped we could be more civil than that.”

Mirra stomped her hoof again, once more rounding on Mother. “I said put them down!”

Mother’s eyes narrowed at the small changeling. A magical, green glow wrapped around Mirra and yanked her towards Mother. Mirra queeked as her hooves slipped out from under her and she found herself suspended in the air before Mother’s scowling face. “Do not order me around, grub! I am a queen!” Her face momentarily softened, but there was still a hardness behind it. “You have traversed the wasteland to find me. You have proven your loyalty. I am giving you a chance to take a place beside me, rule over all other races by my side. As a family once more.”

I could feel the magic tightening around my neck. I gasped out, trying desperately to breath. I was having trouble getting air into my lungs. Dark spots were dancing across my vision and my chest felt like it was about to explode.

I could see Mirra’s eyes going wide at Insecta’s words. For a terrifying moment, I thought she might actually accept Insecta’s proposition. Then, as if breaking from a trance, she pushed herself away and out of the magical grip, dropping back to the floor.

“No! You are not my mother!” Mirra scowled, her face filling with a mix of fury and resignation. “You’re just a monster. Another victim of the wasteland.”

Mother growled, her eyes turning into slits. “Then you will suffer the same fate as the rest of the wasteland. To be food for my reign eternal!”

My hooves slipped away from my neck as my body began to go limp. My vision had gone almost completely dark, the lack of oxygen going to my brain making thinking impossible.

Then the world flared back to life. Golden light flared through the maneframe, the blazing sphere down below burning brighter and brighter until it shone with the radiance of the sun itself. Bolts of energy were flaring up around us, each one bursting into a shower of sparks that temporarily blinded me.

Through it all I saw Insecta, her horn pulsing nearly as bright as the ball of energy below with dazzling green magic. Her magic was mingling with the glowing power of the sphere, powerful magic following through her body and making her mane crackle with energy. A powerful shockwave blasted out from her horn, slamming into me and slamming my head back against the wall.

I saw Mirra get knocked down as the shockwave blasted into her, only for her to pull herself back up and push forwards towards Insecta. She took a step, staggering as another wave of energy blasted from Insecta’s horn and rammed into her.

Mirra’s magic reached out and wrapped around something that had fallen from my saddlebags, though I was unable to tell what it was through the blinding lights.

I felt something buzzing in the back of my mind. It started as a low hum, but began to grow and throb until it became legible words. “You will love me,” Insecta’s voice echoed in my mind, her voice dripping with pleasure and uncontrollable power. “You will serve me…”

I fought against it, but it was hopeless. I felt my mind slipping away, sinking deeper and deeper into my subconscious. I could feel Insecta taking control, sapping the love and life from my body and feeding it into her own form.

The telekinetic grip around my neck released, dropping me back down to the ground, no longer having any need to hold onto me. I was under her control now, there was no reason to contain me. I saw Scarlet in a similar position beside me, her pupils dilated as she lay unmoving and hypnotized.

Mirra came to a stop before Insecta, the small changeling silhouetted by the blinding lights streaming off of Insecta. “Please... You need to stop,” I heard Mirra mutter, but her voice was little more than a sad whimper.

Insecta gave her a smug grin, her eyes burning with golden light. “My daughter… there is no stopping this…”

Mirra’s shoulders seemed to grow heavy at Insecta’s words. “Then I’m sorry…”

Mirra raised something up into the air with her magic. I squinted, trying to make out what it was. The dark object against the glowing lights slowly began to take shape in my vision. My memory recollector. The recollector hovered in the air for a moment before Mirra slammed it down upon Insecta’s head. There was a sudden moment of stillness, and then everything burst into a blinding white light.

A wave of energy lashed out across the platform. I was sent hurtling backwards, crashing once again into the wall. My head slammed against the metal surface, this time hard enough to send my already battered mind into unconsciousness.

The last thing I heard as the world swirled into darkness were Insecta’s screams.

“Amber?! Amber, wake up!” I heard Scarlet’s voice shout frantically. I could feel her shaking me, trying to get me to move.

I let my eyes drift open, fighting through the urge to fall back asleep. “Scarlet? What happened?” I sat up slowly, only to almost fall back over from dizziness as my blood rushed up to my head. “Did we win?”

The look of relief that crossed Scarlet’s face was contagious. I felt myself smiling to match her relieved expression. “Yeah. Yeah, we won,” Scarlet breathed, the muscles in her neck relaxing as I pulled myself up to my hooves. I flinched as I applied pressure to my hooves. I had already forgotten how painful it was to walk on broken legs.

I glanced over the edge of the platform and down at the glowing sphere down below. It had reduced to a slow and methodical pulsing, no longer looking like it was about to explode. I looked back up as Scarlet, suddenly worried. “Wait? Where’s Mirra?”

Scarlet’s face dropped somewhat. She turned and pointed towards the spot Mirra and Insecta had been standing. Mirra lay in a small heep, her body rising and falling as she loudly sobbed against herself. Beside her lay the limp form of Mother, her horn still steaming slightly from the magic that had been flowing through her and whatever it was Mirra had done.

I limped over and collapsed down beside the small changeling. I reached my only good hoof out and wrapped it around her, holding onto her tight as she continued to sob. “It’s okay Mirra. Everything is going to be okay now.”

Mirra sniffled and nuzzled against my side. “I… I killed her Amber… I’m just like Pyre now… I killed her…”

I bit the inside of my lip, not knowing quite how to respond. “She didn’t give you any choice Mirra. What you did was brave. I’m proud of you…” I remembered Pyre telling me how her father had been proud when she had murdered her own mother. I instantly felt bad about my statement, but there was no taking it back now. I glanced over at the limp form of Mother and furrowed my brow. “What exactly did you do?”

Trying to wipe some of the tears out of her eyes, Mirra pulled out the remains of my old memory recollector. The surge of power that had shot through it had melted it somewhat, rendering it unusable. “Well… the Utopia Program is just a big memory orb, right? I figured that with a memory recollector I could use Utopia to finally erase Insecta’s mind forever…” She glanced down at the ruined memory recollector. “Sorry about your recollector. I’ll get you a new one, I promise.”

I shook my head, still a little stunned. “Don’t worry about it. I never really used it anyway,” I glanced over at Mother’s crumpled form. “So… you just erased her mind from her body then? She’s still technically alive?”

Mirra gave a timid nod. “I know she's survived that happening to her before, but this time Glasswing will know to look for her and remove her completely if he finds any traces of her still lingering in Shining Aura’s mind.”

A small lump formed in my throat as I looked Mother over. “So my mom will be fine then… she survived too…”

Mirra bit her lip and nodded. “I think so. I didn’t try to erase her from her brain... Just Insecta.”

Sighing, I pulled myself up and surveyed the damage to the maneframe. It was surprisingly minimal, with only a handful of wires looking like they need replacing. Mirra’s solution was a lot less destructive than what Silver Ace had done.

Turning, my gaze came to a stop on the small box hooked onto the wall that housed the A.A.S.S. The blast had knocked the door to the box open, allowing me to see the oblong device resting inside. It had seen better days. It had been coated in a thick mud from our time in the wasteland and the spider web of cracks Brisk had caused to it still raced across its surface.

I was suddenly very tempted to smash it then and there. The damn thing had caused me so much strife, and had been the instrument of too many ponies pursuit of destruction. The world had been broken, and the last thing it needed was a way to destroy itself even more.

I limped forwards and pulled the small device out of the box. I held it in my hoof for a second before placing it on the ground and planting my hoof firmly atop it. I braced myself, preparing to crush it for good.

I hesitated. Why the fuck was I hesitating. Sure there was still the possibility it could be used for good, but I had been shown time and time again that so long as it was still around, ponies would try to harness it for selfish and villainous intentions.

My frustration growing, I prepared myself to smash it apart again. Once more, my hoof failed to shatter it. Did I really think I could use it for good? Insecta had tried to finish what Chrysalis had started. Could I finish what Silver Ace had started?

The A.A.S.S. wasn’t even something big and important. It wasn’t a weapon, or the key to some big secret. It was just a device. A device designed to feed ponies without the use of food. Was that so bad? How could something so innocent become the centre of things so sinister.

Or maybe… or maybe Brisk had been right all along. Maybe my hesitation came from Stable 25. Maybe I refused to destroy it simply because it was all I had left, the last bit of Stable 25 yet to be destroyed by the wasteland. Had I become so desperate of maintaining my past that a small device was all I had left to cling to?

I tried to think of what else from Stable 25 had survived. The list was shockingly low. A set of Stable barding that had been patched together so many times it was practically a completely new suit and a pipbuck with a crack across the screen.

I finally sighed and lifted my hoof off the device. I picked it up again and gently placed it into my saddlebag. I’d figure out what to do with it later.

Turning back to my friends, I saw Scarlet and Mirra trying to help each other stand. Both of their legs were wobbling slightly and I could tell that fatigue was overtaking both of them.

To my surprise, Mother raised her head and looked around at us in confusion, her eyes distant and hazy. Her gaze turned and looked towards me. “A-amber? What is going on here? Why are we in the maneframe?”

I gave her a grim look, before turning my back and looking down at the door out of the maneframe far below us. “It’s a long story. You’ll need to ask Glasswing to explain.”

As if he had been waiting for his que, the door to the maneframe slid open and Glasswing marched in, flanked by five coursers. I waved down at him as he entered.

Glasswing looked up at me and gave me a sly smile. “I see you were successful here.”

I gave a small nod and gestured to the coursers that were flanking him. “We were. I see you reclaimed the Institute.”

There were a few flashes of light, and suddenly Glasswing and his coursers teleported up beside us. Glasswing looked us all over before his gaze landed on the still very confused Mother. “And shining Aura? What happened to her?”

“She should be fine,” Mirra said, limping over with Scarlet to stand next to me. “I erased Insecta from her mind. She should be gone for good, but I recommend you keep a close eye on her incase she comes back.”

Mother furrowed her brows at Mirra’s words. “Insecta? What are you talking about?”

Glasswing arched one of his thin eyebrows. “She doesn’t remember anything?”

I shook my head. “I don’t think she ever did. According to some records I found of Shining Aura’s behaviour after the body swap with Insecta, she had been having trouble sleeping. I think Insecta had been taking control of her body while she slept.”

Mother’s eyes went huge as we spoke. Glasswing turned to her and looked her over curiously. He rubbed the bridge of his muzzle with a hoof and shook his head before giving Mother one of his false looking smiles. “I’ll explain everything to you in a moment.”

My legs shuddered underneath me as I took a step towards Glasswing. “We’ve done everything you wanted. I think we’ve earned our teleportation devices back now.”

Glasswing’s eyes flickered to the wall behind me and landed on the empty case for the A.A.S.S. “Of course. Though I’m afraid that I am going to need to be keeping the Atmospheric Administering Sustenance System.”

I stomped my hoof, which was far from a good idea as a pang of pain shot up through my whole body from the action. “No. You aren’t!” Glasswing opened his mouth to argue, but I quickly cut him off. “You saw how many ponies and changelings had sided with Azar. Now that Insecta is dead, a lot of them are going to back off, but not all of them. Leaving the A.A.S.S. here is only asking for one of them to try to once more finish their queens work. So long as it’s here, it’s a threat to your position as leader of the Institute.”

Glasswing glowered for a second, before straightening himself out and giving me a forced smile. “I see your point…” He paused for a second, as if trying to find a solution to the conundrum. “Alright, fine. You will take the A.A.S.S. with you. However, as soon as I am sure that it is within my best interests to have it again, I will be coming for it. Do you understand?”

I gave him a glassy smirk as he floated out our two teleportation devices and passed them to Mirra and myself. “Crystal clear,” I glanced over at Scarlet who was still leaning against Mirra for support. “We’re going to need to use one of your teleporters to get Scarlet out as well. We don’t have enough charges on our devices to…”

“Taking that synth with you was never part of the deal,” Glasswing cooed before I could finish my request, his lips twisting into a smug grin. “I am afraid she will need to stay here in the Institute.”

My mouth dropped open. I snarled and took a step forward. “NO! We’re taking her with us! We’re taking her with us right now!”

Glasswing’s grin didn’t so much as falter. “I never agreed to allow you to take Institute property out of the Institute. This synth has been sneaking around the Institute for weeks. I cannot risk letting any of the information she's gathered leave here.”

I could feel a burning rage growing inside of me. A loud hum started pounding in the back of my brain. I knew Crank was listening in. Growling again, I took another step towards Glasswing. “You will let her come with us or I swear I will kill you.”

The courser’s raised their guns at my threat, but Glasswing just waved them off. “And who am I talking to right now? Amber, or the cyber alicorn?” At my surprised expression, he elaborated. “I knew who you were the moment I saw you in the Institute. Do not think that I was anything but careful. One of the first things I did was a scan of your brain. Imagine my surprise when I discovered you had two cyber ponies running around in your head.”

Scarlet stepped up beside me and put a hoof on my shoulder. “Amber, maybe it would be best if…”

My magic levitated out my shotgun and leveled it at Glasswing. “You’re talking to both of us right now. And we are not leaving here without Scarlet!”

More flashes of light signalled the appearance of five more coursers. The courser’s raised their weapons at me, waiting for me to attack. Mirra was trembling beside me, trying her best to look brave despite the ridiculous firepower being pointed at us.

“Need I remind you of what will happen to your friends at the Friendship Express if you fail to comply with me?” Glasswing soothed, not bothering to even look at the gun aimed at his head.

I was trembling with rage. I could feel the fiery emotion surging through me. My lips curled away, bearing my teeth. I felt my magic beginning to pull down on the trigger.

“I’ll stay,” Scarlet’s voice cut through my anger like a knife. In an instant all the rage washed out of me and I was left feeling hollow and empty. “I’ll stay here…”

I turned to her, my eyes wide. “Y-you can’t… I… I’ve only just found you…” Those weren’t my thoughts coming from my mouth this time. Those were Crank’s.

Scarlet gave me a sad smile. “You risked everything you ever had to save me… Now let me save you this time,” She turned back to face Glasswing. “I’ll stay here.”

I let my own gaze flicker back to Glasswing. “I think we’ve already established that this won’t be the last time we meet,” I growled, lowering my shotgun. “I’ll be back for her. And if I find out that you've hurt her or messed with her mind in any way, you’ll regret it.”

Glasswing’s smile was unbearable. “Perish the thought. She will be in safe hooves here, I assure you.”

I turned back to face Scarlet. “You come back to me you hear. Please goddesses come back to me.”

Scarlet nodded and gave me a warm smile. “I will... I love you,” She hesitated for a second, before taking a nervios step forward and giving me a kiss. The banging hum in my mind diminished to a low purr. It was a nice kiss, but I knew it wasn’t intended for me. I was okay with that, I still had Xayah after all.

We parted from the kiss and I turned to face Mirra, who was looking up at me expectantly. “You ready kid?”

Mirra levitated up her teleportation device and looked at it distanfully. “I don’t think I’m ever ready to disassemble my molecules, but I guess I’m as close as I can get to ready.”

I gave her a nod and began locking onto Brisk’s pipbuck tag. Just before I flared my horn and cast the spell, I looked up at Mother, who still had a perplexed look across her face. “I wish things between us could have been better. I really do wish we could have been a family again.”

Mother gave me a sad smile. “So do I.”

I cast the teleportation spell, then everything disappeared.

I hit the pavement with a thud. We had appeared outside the metro station that housed the secret entrance to the Friendship Express. I lifted my head up and tried to get my bearings. I would never get used to teleporting like that.

Mirra lay next to me, her eyes spinning in opposite directions as rolled across the ground in an attempt to stand up.

“I was wondering when you two would be back,” A familiar voice chuckled. I turned around to see Brisk leaning against the wall of a broken skyscraper, giving the two of us an amused smirk. “You both look like hell. What happened?”

I stumbled around as I tried to regain my balance. “It’s a long story, I’ll explain everything once I don't feel like I had a train car dropped on me.”

Brisk pushed himself up off the wall and quickly trotted over to us. I didn’t have time to warn him that every part of me hurt before he wrapped me in a tight hug. “It’s good to see you again sis.”

I gave him a smile, despite it feeling like he was squeezing the life out of me. “Yeah. Good to see you too bro.”

He pulled away and lifted Mirra up onto his back. “Come on, I’ll help you two inside. I’m sure everypony will be just as happy to see you as I am,” He offered himself for me to lean on and I graciously accepted.

As we began limping back to the station, Mirra looked down at me from atop Brisk’s back. “So… How do you want to go about telling everypony what happened?”

I shrugged. “I don’t know. I’ll figure it out once I’ve eaten and get a good night's rest. It's all a lot to think about.”

Mirra gave a small nicker. “I’m going to tell Xayah you kissed Scarlet.”

I blushed deeply, my face turning a bright red colour. “W-what! N-no no. I think we can just skip over that part. I mean, that kiss wasn’t even for me anyway so…”

Brisk sniggered. “Fuck that, I think I’m going to tell her that bit of news myself. And I wasn’t even there or know the context.”

I suddenly wanted to be back in the Institute. Why do my friends hate me so much…

We had only just pulled ourselves into the Friendship Express’ secret hideout when a white and black striped form plowed into me and wrapped me in a tight hug. I felt myself grinning from ear to ear, despite being in near unbearable pain.

“Hey Xayah. I’m back. Did you miss me…?”

To my right, I saw Mirra leap of Brisk’s back and clamp tightly around Pyre’s neck as the large raider came barreling towards us as well. Pyre was grinning like an idiot, clearly just as thankful that we were back as we were to be back.

I gave Xayah a quick kiss before finally wincing. “Too tight! Too tight!” Xayah’s grip on me dramatically loosened. Holy shit, those mechanical legs were strong.

“Sorry…”

I saw Freedom and Flask slowly approaching us, wary of not getting too close and ruining the reunion. As I looked up at them, my face fell. “I got the files you were looking for, but we have a problem,” I took a deep breath, trying to steady myself. “The Institute has spies amongst you.”

I curled up next to Xayah in the hospital bed. I had known I was tired, but it wasn’t until I had been put into bed that the fatigue truly started washing over me. My whole body felt heavy and I had fallen into the bed as soon as it was put in front of me.

And yet, despite how tired I felt, sleep wouldn’t come. I kept reliving everything in the Institute and all the secrets that had been unveiled. Rubber Band’s death kept flashing before my eyes. I had failed him, simple as that. Just like I had failed Heartbeat. I was losing too many ponies these days.

I heard the soft sound of fluttering and felt something land next to me on the bed. I twisted my head up to see Mirra sitting on the edge of the bed looking at me.

“What’s up kid? Are you doing alright?”

Mirra gave me a funny look. “I just killed my mom, what do you think?”

I reached out a hoof and offered for her to join Xayah and I. She scrambled closer and curled up against my chest. “What’s on your mind?”

The small changeling was quiet for a second, rolling all her thoughts around inside her head. “I wanted to ask about the Utopia program,” She finally said, her blue eyes looking up at me through the darkness of the room. “Something about it has been bothering me?”

I scrunched up my muzzle as I tried to think of what I could possibly tell her about it that she didn’t already know. We knew more about it now, certainly, but I still wasn’t exactly sure what its intended purpose was or what the extent of its abilities were. “What did you want to know?”

“Well… It’s a giant memory orb, right?” Mirra started, glancing down at her hooves. “But… what exactly is it a memory of?”

I looked her over for a moment before giving a small shrug. “I don’t know. I just don’t know,” I wrapped my hooves around her and Xayah tighter, and finally let myself drift off to sleep.

Footnote: level up.
New perk: Computer Whiz -- You get another attempt to hack any computer you were previously locked out of