Magic bolts slammed against Lyra’s shield. Hoofsteps crashed through the woods behind her. She’d run this way before, in the opposite direction, chasing Paneer all those weeks ago. She was taking it faster than the first time; if nothing else the wasteland gave you a rigorous workout every day. But Bon Bon’s new body struggled, huffing and gasping. Lyra had to keep looping back behind her or she might fall behind.

They’d made it most of the way to Stable 93 without being spotted, but then they’d stumbled into a platoon of unislave scouts in downtown Sanctuary Hills. They’d stepped around a corner and come nose to nose with one of them. Lyra had never cast a teleport spell so fast. She did two more teleports to bring them to the edge of the woods, but after that, she wasn’t sure she could avoid teleporting them into a tree.

More unislaves had found them in the woods. Or maybe it was the first patrol, and they were very fast. Keeping up her shield against the impact of their magic bolts was getting harder and harder — she no longer got the pains in her horn for heavy magic use, but apparently, she could just plain get tired.

“My legs,” gasped Bon Bon. “Such burning!”

“Almost there… almost there,” said Lyra. “When we get in sight of the hill I can teleport us to the Stable… Oh, fucknuggets! They put up a wall?”

Not only had they put up a wall around the whole area around the stable so that Lyra couldn’t see to teleport safely, but they’d cleared the trees out to a buckball arena’s length around it.

For a moment, Lyra wondered why they had done this — it wasn’t to attain lumber for the wall; that was mostly made of sheet metal and wire. Then bullets started to slam into the front of her shield.

Of course. They’d ‘cleared a field of fire’, as Vindaloo would have put it. Lyra plucked Bon Bon up with her telekinesis (“Mon Harmonie!”) and bolted for the closed gate.

Gunfire from Minutemares stationed on the walls mowed down the unislaves as they came out of the woods. Blood splattered on the snow. The next wave raised shields, but the Minutemares concentrated their fire and took them out one at a time.

“Don’t shoot! Don’t shoot! It’s Lyra!”

“It’s whoooo?” said a pony atop the wall with a shaggy blond mane like a lion’s all around his neck.

Lyra looked up. “Haymaker? Is that you?” For a moment Lyra worried that 93 had been taken over by raiders, but she saw he wore a blue jacket.

“It might be,” said Haymaker. “Who the fuck are you?”

“Tell Vindaloo and Crispy that Lyra’s back! It’s urgent!”

Haymaker squinted at her down the iron sights of his rifle. “Nice try, raider. What’s the fucking password?”

“My password is ‘let me in or I’ll magic you into the next county.’”

Crispy’s voice came from behind the wall. “Let her in, Haymaker.”

“But she don’t know the password!”

“That’s an order, Minutemare.”

“Fine, fine, I’ll get it.” Haymaker’s head vanished behind the wall.

The gate — a re-purposed garage door — rolled up. Lyra lowered her shield and stood, ready to issue dire warnings. But before she could fully draw breath to speak, Vindaloo tacklehugged her and knocked her on her back in the snow. “You made it! You made it back!”

Lyra couldn't think of anything to say, so she hugged Vindaloo as hard as she could.

“Soft Sounds told us you were coming,” said Crispy, walking up to them “But we weren’t sure you’d make it. You should have called for backup.”

“Lyra, have you met my husband?” Vindaloo said, sitting up on Lyra’s belly and waving a hoof at Crispy.

“Easy Money is coming,” said Lyra. “He’s got an army with him. I don’t know how many.”

“Our thestrals saw the legion,” said Vindaloo, getting off her and helping her out of the snow.

Crispy raised an eyebrow. “Easy Money? Ponysmith doesn’t normally give him a field command.”

“I don’t know how good a commander he is, but if he’s there it’ll mean heavy magic,” said Vindaloo.

“He’s found a way to tear open stable doors,” said Lyra. “He massacred Stable 114.”

Crispy’s eyes widened. “How?”

“I don’t know,” said Lyra, trembling at the memory. “I wasn’t there when it happened.”

“You’re cold,” said Crispy, misinterpreting her shivers. “Let’s get you in the stable where it’s warm.”

Vindaloo pointed at Bon Bon. “Who’s she?”

“Vindaloo!” said Bon Bon. “Do you not remember me? I… Oh… wait.”

Lyra instinctively stepped between Vindaloo and Bon Bon. Why hadn’t she thought of a cover story for Bon Bon’s transformation? How could she have been so stupid? She knew Vindaloo didn’t have the most progressive views on hivelings. She should have thought of something last night instead of wasting time trying to break into the Hive’s maneframe. “This isn’t Bon Bon. It’s my new friend, um… Sweetie Drops.”

“Yes,” said Bon Bon. “Sweetie Drops. Who is this Bon Bon of whom you speak?”

Vindaloo’s eyes narrowed. “Don’t piss on my leg and tell me it’s raining.”

Crispy sighed. “Lyra what did you do to Bon Bon?”

“Um, magic?”

“Obviously.” Vindaloo scowled. “You vouch for her?”

“On my life.”

“Well, there’s something wrong with Blue Note. So if it’s Bon Bon, we need her.”

✭☆✭☆✭☆✭

“What’s wrong with her?” asked Lyra, hovering nervously over Bon Bon’s shoulder.

“Nothing is wrong with Blue Note. Blue Note is fine. She just has a little bit of a headache. Her foal is not due for two weeks! She does not need to be on bed rest.”

“You’re not fine,” said Lyra. “You’ve swollen up like a balloon.” The previously lean mare’s face looked like a Ministry of Morale observation dirigible.

Bon Bon silenced Lyra with a quelling glare. “If you wish to help, this stable has an ultrasound machine somewhere. Go find it for me.”

Lyra juggled the Sombra helmet she’d thought to grab off one of the dead unislaves awkwardly in her telekinesis. “Can you keep an eye on this?”

“Pour l'amour de l'harmonie! Leave the dreadful thing in the corner if you must!” snapped Bon Bon.

Lyra set the helmet in a corner and darted out the door. Pony Bon Bon had a bit more of a temper than robot Bon Bon had.

Paneer was waiting for her outside the door. “Lyra! I’ve been practicing!” She wore a Minutemare’s jacket with pink piping and a crudely embroidered patch reading ‘Minutemares Major General’ on the shoulder. Her sewing had improved.

“That’s great,” said Lyra. “I’m proud of you. Do you know where there’s an ultrasound machine?”

“I do!” said Paneer, bouncing up to Lyra’s eye level. “I’m tech support mare now. I know where everything is!”

“Really,” said Lyra, following her. “How’d you land that gig?”

“You taught me everything I know.”

“In what was it, two weeks?”

They stopped at a door labeled ‘medical storage’ in vinyl lettering. The lettering looked freshly made. Also slightly crooked, and torn in several places. Paneer stood on her hind legs and pushed the ‘open door’ panel with her flipper. “Well, okay, not everything. But I’ve got a special talent — I’m willing to read the manual. And you have all the manuals in your office. So if something in the stable is broken, or we don’t know how to use it, I read the fucking manual. And everypony’s like, ‘I don’t know how she does it! She’s such a genius!’” She rolled her eyes and tugged the ultrasound cart out of its place in the clean, nearly organized storeroom. Lyra noted that her telekinesis had become very steady. “Luckily I didn’t get my cutie mark for that. Because an instruction manual would be a boring cutie mark.”

“Okay, you sound sarcastic, but that’s impressive for a kid your age.”

Paneer grabbed onto the back of the cart and kicked off with one hind leg, balancing it with her magic as it rumbled along the no-stick floor. “They grow up fast in the wasteland,” she said, making her voice deeper and gloomier in a parody of her mother’s. “They grow up fast, or they don’t grow up at all.”

✭☆✭☆✭☆✭

“She has preeclampsia,” said Bon Bon, running the ultrasound paddles over Blue Note’s belly.

“Blue Note has pre-what?” said Blue Note, swollen brow wrinkling in confusion.

“A condition involving high blood pressure and damage to the liver and kidneys. It can be fatal to both mother and child. The only cure is to deliver the foal immediately. It is near to your term, and your son looks healthy. Unfortunately, he is presenting breach, and cannot be birthed naturally in this position.”

“Breach?” said Lyra, squinting at the blurry gray pixels on the screen.

“He is, how do you say, bottom first. If he comes out this way, he will suffocate. I will have to perform a cesarean section.”

“Cool!” said Paneer. “Will I get to see her guts?”

“Yes,” said Bon Bon.

“Score!” said Paneer, pumping her flipper triumphantly

Lyra narrowed her eyes. “Paneer, you can’t help. This is grownup work.”

“Non. Everypony else is busy preparing for the attack. Paneer will be assisting me today.”

Lyra’s stomach sank. “Are you sure she’s going to… I could…”

“How do you feel about seeing Blue Note’s intestines?”

“Um….”

Bon Bon gave Lyra another one of those quelling glares.

“I feel awesome about it.” Paneer pulled a doctor’s bag out of an infirmary cabinet and began setting out medical tools on a surgical tray. “Are these what you need?”

Bon Bon picked a scalpel up with her mouth. “Very good, merci beaucoup!”

Lyra watched the technically newborn earth pony sorting sharp implements with her mouth and felt grave misgivings. “Are you sure you’re ready for this? I mean you just changed bodies and you’re used to having tentacles…”

“Motor functions have been translated perfectly! And I have had nearly twelve hours to acclimate to this body. I feel magnificently ready!” She spoke around a marker, tracing a line on the lower cusp of Blue Note’s belly.

“Lyra, will you calm down?” said Blue Note. “Blue Note is ready to get this over with. Do you wish to hit Blue Note with some of that sweet Med-X, my little pony?”

“Is one enough?” said Paneer, injecting a syringe into Blue note’s buttock near the cutie mark.

“You had better make it two,” said Bon Bon. “I am ready to make my incision.”

Lyra shuffled back away from the operating table awkwardly. “Is there anything I can do to help?” Please say no please say no please…

“You are her intimate partner. You can comfort her.”

“I don’t…” want to be her intimate partner. I want to be yours. Better not say that out loud. “Okay.” She sat down next to Blue Note out of direct view of her lower belly and wrapped her arms around Blue Note’s foreleg.

✭☆✭☆✭☆✭

“It’s okay. It’s okay,” said Lyra, hugging Blue Note’s foreleg against her chest. “You’re going to be all right. Deep breaths.”

“Blue Note is brave. Blue Note is fierce. Blue Note is a mighty warrior!” she said, breathing shallow and fast.

“You are going to feel a pulling sensation,” said Bon Bon, setting aside her scalpel and peering into Blue Note’s open belly cavity.

“Mighty warrior! Mighty Warrior! Ah! Blue Note needs more Med-X!”

Lyra squeezed Blue Note’s leg. “You are. You’re so mighty.”

“I hvf hith foot!” said Bon Bon, muzzle-deep in Blue Note’s guts.

“Blue Note is so done with being pregnant!” screamed Blue Note. “She is never doing this again!”

“This is so awesome!” said Paneer. “There’s blood everywhere!”

Bon Bon stepped back. The foal slid out of Blue Note’s open belly with a soft slithering noise. She caught the creature in her forelegs, and held it up — it began to howl, unfurling tiny blood-soaked wings, fang-filled maw stretching towards the ceiling.

Lyra gulped. A mutant! No. It had four legs, one head, one tail. Not a mutant. It was just very ugly.

Bon Bon bit through the umbilical and passed the foal to Paneer. “Wash him while I sew her up, please.”

“Sure thing!” said Paneer. “I’ve been practicing.”

“Practicing?” said Lyra. “Do you ever sleep?”

“Her family is going to adopt him,” said Blue Note.

A little while later, Paneer trotted back over with her hopping three-legged gait, levitating an egg-shaped roll of pink blankets, which she passed to Lyra. “You hold my brother while I help patch her up, okay?”

Cleaned and dried, only his face poking out from his blankets, he no longer resembled a horrible mutant — more like a very small, very fat, very grumpy old stallion. He was, in fact, completely adorable. “Aren’t you a cute little pony? Yes, you are. Who’s a sweet little fruit bat, hmm?”

“Eeee!” said the foal.

“Do not call him a fruit bat, it is offensive,” said Blue Note.

“Oh. Sorry.”

“It is all right. Can Blue Note see him?”

Lyra held the foal up to face his mother.

“Looking at you now, Blue Note feels bad for giving you up. But trust me, you don’t want her as a mother. She would forget she has you half the time. And she is probably going to die young.”

“Don’t worry,” said Paneer. “We’ll take good care of him.”

✭☆✭☆✭☆✭

Vindaloo paced from one end of the security room to the other, turning sharply every four paces. Crispy sat in a rolly office chair, nursing the new foal from a bottle. They’d decided to name him Alto Clef, in accordance with Blue Note’s naming dream. Lyra sat in another chair, staring at the outside monitors.

The first phase of the battle had been very short. Around dusk, several maniples of unislaves had assaulted the above-ground wall from all directions. Crispy had ordered the guards to fall back to the Stable — there was nothing to defend up there but a stack of abandoned cars and the markers for where the crops would go when Winter Wrapup came, and the Minutemares had learned to be wary of tricks when dealing with the Ponysmith’s legions.

The guards had made it underground with no casualties. Now, unislaves were building a packed snow wall around the Stable entrance. There was no sign of Easy Money or any of his centurions.

“Do we have enough supplies?” asked Lyra

Vindaloo stopped pacing long enough to flash Lyra a smug grin. “Enough to last until Rainbow Dash comes again. And a well to give us all the mostly-not-radioactive water we can drink.”

“But you don’t think they’re here to lay siege,” said Crispy, watching his adopted son drink.

Lyra nodded. She’d been happy to see that the majors were taking her warning seriously — on the way here she’d passed countless lines of barricades under construction inside the stable, and their three suits of power armor and their heavy weapons were in the atrium being loaded and maintained. “I can’t fight Easy Money. He put something in my head. He can turn off my magic.”

“He’d just kill you, anyway,” said Vindaloo.

Lyra cringed. It was true. The truth hurt, but no matter how skilled she was she’d only been a warrior a few months. There was no way she could expect to be able to beat a career combat mage. “I have an idea, though. The Sombra helms.”

“The what?” said Vindaloo.

“The unislaves’ helmets,” said Crispy. “They’re based on the design used by the Crystal Legions during the reign of King Sombra. According to legend, they were supposed to control the will of the wearer.”

“Not legend,” said Lyra. “The centurions control the unislaves in their maniples with them. I think the Ponysmith got the design from the Ministry of Image hub in the Buckstone Public Library.”

“You taking notes, honey?” said Vindaloo wryly as she paced past.

Lyra shivered with repressed rage at Vindaloo’s condescending tone. Fire-forged friends or no, Vindaloo was too much to take sometimes. “This isn’t just academic. They use Pipbucks to control them. Or the C-cubed-I suite in their power armor, I guess. The point is, I doubt they understand how the helmets work. It’s ancient magic. They’re probably just manipulating the spell matrix on a surface level.”

Vindaloo stopped pacing and walked over to stand next to Crispy. “Okay? Where are you going with this?”

Lyra spun her chair to face them. “There’s probably no inherent security on those things. Why would there be? Sombra was way ahead of his time in terms of mind control. Way ahead of our time. It’s unlikely Ponysmith was able to change the basic design. If I had one of their helmets — which I do — I might be able to find a way to send commands to them.”

“So we could make them turn against their Centurions,” said Crispy.

Lyra nodded, her expression grim. “Or deactivate the helmets, and let them decide for themselves. I’ve done enough awful things lately, I’d rather not add mind control to the list.”

“Eeeee,” said Alto, soft ragged newborn hooves pawing at the empty bottle. Crispy put him over his shoulder and patted his back to burp him.

“Fine,” said Crispy. “Get to work on it now. I don’t think we have much time.”

“Get Paneer to help you,” said Vindaloo.

✭☆✭☆✭☆✭

They’d been working for hours and had gotten nowhere.

The Sombra helmet sat on Lyra’s work desk studded with electrodes at magical focal points. The cords ran across the room to the larger of Lyra’s two terminals — monitored by Paneer — then back across the room to Lyra’s partially disassembled PipBuck. Sticky notes with spell matrices and snatches of code were stuck to the terminals’ monitors and the sides of the helmet. A flow chart made of taped-together dot matrix printer paper sheets hung on the wall over Lyra’s cot, flowing over it and onto the floor. Lyra’s first ashtray had gotten so full that she’d had to send Paneer for a second one. Dozens of empty coffee cups — Lyra’s — and Sparkle Cola bottles — Paneer’s — took up every remaining flat surface in the room or rolled back and forth across the floor.

“Okay,” said Lyra, slotting one last wire into the PipBuck’s guts and screwing it in place. “Attempt one-hundred and fifty-two is ready to go. Hit it!”

“Hitting it!” said Paneer, tapping a command on the terminal keyboard.

The terminal beeped softly. For a moment, nothing changed. Then the Sombra helmet began to shake.

“Something’s happening!” said Paneer, tapping her forehoof excitedly on the table.

“I don’t think it’s good,” said Lyra.

Curls of smoke began to drift off the surface of the helmet. A soft hissing filled the room. The hiss gradually became a voice, whispering in ecstatic tones of the delights of loyalty to King Sombra.

“Shut it off! Shut it off!” screamed Lyra, rolling her chair away from the helmet. She kicked at the non-slip flooring, trying to move faster, and slipped. Her chair fell over, and the back of her head bounced off the floor. When the stars cleared out of her eyes, all the electrodes had been torn off the helmet and floated in midair around it.

“Sorry,” said Paneer. “I couldn’t shut it off. I think my computer’s possessed.”

Lyra rubbed the back of her head as she examined the terminal’s MIOS settings. “It was. But you broke the circuit. Good job thinking on your hooves. Your telekinesis has improved.”

“Oh, poop, the puzzles!” said Paneer, eyes going wide.

“It’s okay if you haven’t been working on that, it’s been…”

“Sha, are you kidding?” Paneer three-legged-pranced to the closet and pulled out three one thousand piece puzzles.

“Paneer, I don’t think we have time for…”

“We need a break, and we had an agreement.” Paneer sat with her legs and flipper folded under her, closed her eyes, and opened all three boxes at once. In a blur of magic glow, three puzzle-edges assembled themselves. Over the next five minutes, they took shape, growing from clumps of like colors into nearly full completion.

“All of them are missing pieces,” said Paneer. “But I practiced every day. Teach me how to make a shield now. You promised.”

Lyra nodded. “Okay, we can try. Can you assemble one of the puzzles in midair? Facing me?”

Paneer took the center puzzle to pieces, and, tongue sticking out of the corner of her mouth, started putting it back together at right angles to the floor. It took twice as long as the initial assembly, but she did it.

“Good. Now take it apart and do that again, but without the puzzle.”

The puzzle fell apart into a heap on the floor. “What?”

Lyra pulled out her last cigarette and lit it. “If advanced magic was easy, everypony would do it. Please try.”

Paneer’s face wrinkled up in concentration. Her eyes crossed, and her horn glowed brighter and brighter. The air between them wavered. Sweat trickled down Paneer’s brow. Finally the wavering glow solidified into a smooth, luminous yellow plane.

Paneer gasped. “I did it! Did I do it?”

Lyra crumpled up her empty cigarette pack and chucked it at the shield. It bounced off. “You did it.”

Paneer stood up and danced a little caper, and looked back at her butt. “Aw fuck! No cutie mark!”

“So your special talent isn’t making shields. You ever hear about Shining Armor?”

“No?”

“His special talent was making shields. He could protect a whole city. Brave as fuck. Handsome, dashing. But not the brightest bulb. Not like you and me.”

Paneer smiled slightly. “Okay. I wanna get my cutie mark before I die, tho. Sometimes I can’t sleep ‘cause I’m worried I won’t.”

Lyra puffed smoke out through her nostrils. That was the saddest thing she’d ever heard.

Lyra, buzzed Vindaloo’s voice over the PA. Get your ass up to security. It’s started.

No Level Up

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