A pale street light illuminated the entrance to the alley in a pool of hazy light, piercing through the gray of the city. The rest of the street was dark, save for a flickering neon sign that advertised a building as CyberPone. From the burly earth pony watching the door and the muted thumping sound from inside, it was probably a club.

Rainbow gave it a wide berth as she slipped into the alley, the sound of her hooves echoing off the cobblestones. The bouncer watched her go, and she shrank further into her hoodie, as if that might make him forget about her presence. At least it kept her from standing out too glaringly in this part of the city.

She stopped in front of a heavy unmarked metal door. She raised one hoof to knock, the clang of metal on metal echoing around her. There was no immediate answer, so she knocked again. “Open up!” she called out. “It’s me, Fluttershy!”

After a moment, the door shuddered and then swung inward on greased hinges, making no sound until Rainbow stepped through and it slammed shut behind her.

The building she had stepped into was dark and expansive, but there was a single source of light shining from the back, through rows of shelves filled with pieces of metal and half-finished projects. Rainbow stepped cautiously forward, and nearly jumped out of her skin as an angry squeak pierced the darkness next to her ear.

She spun and crouched, wings flaring in preparation for hasty flight, when she saw what had made the noise through the gloom. The mechanical rabbit stepped up to the edge of the shelf it was standing on and squeaked again, glaring up at her with glowing red eyes.

Rainbow relaxed. “Damnit, Angel, you scared the crap out of me,” she muttered, tucking her wings carefully back into place. The rabbit squeaked again, and then hopped onto her back, soon climbing up to her shoulder. Rainbow grinned. “I don’t need an escort,” she admonished, but didn’t dislodge the construct as she made her way towards the light once more.

Other devices scuttled and clattered through the warehouse as she went, but none bothered her when they saw the seneschal on her shoulder. Each was fashioned after an animal of some sort, some real, others less so.

Finally she reached the workbench at the back. The pegasus she was here to see crouched over it, her wings arched forward so the multi-pronged mechanical manipulators that had replaced her pinions could do their work. Her one true eye flicked up to watch Rainbow’s approach, while the metal and glass one continued to focus on her work. It looked like she was building a bat, or perhaps even a tiny dragon.

“What is it, Rainbow?” Fluttershy asked without preamble. “We’re closed, and you know it’s dangerous here at night.”

Rainbow fidgeted awkwardly. “Yeah, I know, but it’s an emergency. The big race is tomorrow, you see—”

“I thought you didn’t qualify.”

Rainbow’s ears burned. “Well, I mean, not technically, I guess.”

Fluttershy sighed. “Whatever scheme you’ve come up with, I don’t want any part of it.”

Rainbow half spread her wings, indignant. “You haven’t even heard it!”

Fluttershy hmphed. “I don’t need to. You’re planning to do something stupid, and you want one of my critters to help you do it. Do you have any idea how much trouble you could get into? How much trouble I could get into if I helped?”

Rainbow shook her head quickly. “No no, you’ve got it all wrong. I’m not asking you to do anything illegal, I swear.”

Fluttershy narrowed her one true eye, but allowed Rainbow to continue.

“Look, I have a plan to get in—you probably don’t want to hear it, I get it. I just… I need something for the race. A familiar. There’s gonna be Wonderbolts competing, and they’ve all got the best augments. I’ve just got my wings.” She spread her wings again, splaying the pristine, natural feathers for display. “I know I can do it. But I can't go into a race like this without a familiar. I swear, I would have come earlier, but I didn’t… well, I didn’t think I was gonna be able to get in.”

Fluttershy shook her head, finally pulling her wings back and pushing the project she was working on to the side. “Even if I ignore how stupid and reckless you’re being, what makes you think I have anything on such short notice?”

Rainbow scoffed. “You’re the best. You always have something.”

Fluttershy sighed again. “Rainbow, I know this is important to you, but I don’t have racing familiars just lying around ready to go. Even if I did, you couldn’t afford them, and even if you could, I wouldn’t want to sell one to you. If they thought one of my critters was doing anything illegal, they’d come and shut me down. I can’t take the risk.”

Rainbow stamped her hoof. The metal clanged against the concrete floor. “You’ve loaned me stuff before! I’ll return it, promise. Nothing bad will happen.” She stepped forward, and lowered her head. “Please, Fluttershy. I need this.”

Fluttershy opened her mouth to refuse again, but paused. Angel was looking at her, eyes dimmed. It let out a soft, pleading squeak as it met her gaze. Fluttershy took a moment to rub her temple. “You’re going to get us both arrested,” she muttered under her breath, before stepping out into the maze of shelves. “Let me see what I can do.”

Rainbow popped her head back up, her face beaming. “Thank you! You’re a lifesaver. You won’t regret this, I promise.”

“I’m already regretting it,” Fluttershy shot back as she rummaged through her stores. “I told you, I don’t have a racing familiar ready to go, and there’s no way I could finish one before tomorrow. You’ll have to take what I can find, okay?”

Rainbow nodded. “That’s fine! Totally cool! Whatever you have, I’m sure it’s perfect.”

Fluttershy grunted acknowledgement, and vanished deeper into the stacks. There was a clattering sound, a muttered curse, and then silence. Finally, Fluttershy emerged once more, something wrapped in one wing. “Here,” she said, thrusting it towards Rainbow. It whirred to life, looking up at her with pinprick lights that glowed green.

Rainbow blinked. “That’s a turtle.”

“Tortoise, actually,” Fluttershy corrected, looking down at the little mechanical shell and caressing it lovingly. “It’s the best I have.”

Rainbow shook her head. “Fluttershy, I need a racing familiar. Something that can keep up with me. That thing can’t even fly.”

Fluttershy looked somewhat smug. “Are you sure?” She waved a hoof encouragingly at the tortoise. “Go on, show her.”

The tortoise raised its head, and then with another whir, a hole opened in its shell and a pair of tiny propellers rose out of it. They spun to life, and the tortoise sprung into the air, hovering expectantly.

Rainbow rolled her eyes. “Okay, fine, it can fly. But I need something awesome! How am I supposed to compete with Wonderbolts with that?”

“I thought you said you would take whatever I had.”

“Well, yeah, but I thought you’d offer me something, y’know… cooler.”

Fluttershy hmphed. “Tank is a state-of-the-art command and control familiar. He can monitor vitals, analyze your opponent’s strategy, give advice, and keep an eye out for trouble. He’s faster than he looks, and most importantly, he has no hacking ability whatsoever. At the very least I’ll be able to claim I didn’t know what you were doing with him if you get caught.” Fluttershy reached up to let Tank land in her hoof, and then offered him to Rainbow again, glaring. “And furthermore, he’s what I’ve got. Take it or leave it.”

Rainbow gulped. She knew better than to argue with Fluttershy when she looked like that. “Alright, alright, fine.” Hesitantly, she took the tortoise, and it made a happy beep, nuzzling into her neck. “I… uh, I guess it is kind of cute.”

Fluttershy smiled, before stepping forward and touching her forehead to Rainbow’s. “He’ll bring you good luck,” she said softly. “Just don’t get into any trouble, alright?”

Rainbow smirked. “When have you known me to get into trouble?”

“Every day since the day I met you.”

Rainbow wilted. “Fair enough.”

Fluttershy chuckled. “Alright, go on then. You should get some rest before it gets too late. I hear you have a big day tomorrow.”

Rainbow nodded, suddenly on edge. “Oh! Right. Right. Of course. Thanks again, Fluttershy.”

Fluttershy shooed the other pegasus away with one hoof, and watched as she made her way back towards the door. “And bring him back in one piece!” she called after them.

But as Rainbow raised a hoof in acknowledgement and then watched the tortoise float around her head, Fluttershy quietly smiled to herself. They would make a good team. Rainbow needed something to keep her out of trouble.

She didn’t think she was getting Tank back. But then again, that had been the idea.