Trixie quickly loaded a duffel bag with what she could from her room. Tinctures, potions, bits, clothes—anything she didn't have nailed down. She had to get out of here and hit a train. It wouldn't be long before the entire school came awake and started hunting her. The soul-folk kept a level head about it, though. Wasn't like this was the first time she had been run out of town. She grabbed a worn and battered scroll and paused for the briefest moment as she saw a name on the top of the parchment, written not with a pen, but an old-fashioned quill and ink pot.

Faust.

Trixie scowled, briefly stunned by the memories that assaulted her.

Him, spending years in a basement, surrounded by books and writing. Always writing. Always writing and questioning things nobody cared to talk about most of the time—soups, ships, ceiling wax, cabbages and kings.

Her, wordlessly observing him as he perused her magical wares at the shop and, out of the blue, striking a conversation, which crossed from casual to curious with the sublimity of a quiet night. The subject? Transcending the limits of man.

Them, later devouring every book on the subject matter, studying consciousness, evidence of a soul, how to preserve the body of a corpse.

Them, channeling hundreds of spell variations onto dead hearts in an attempt to make them beat again.

Them, together on top of a desk, panting like feral dogs amid His notes and Her magic instruction books, her knees pressed up to her shoulders.

Him, slowly becoming more gaunt and pale as disease ate away at his innards, leaving him wracked with pain and dull in his mind.

Her, at His funeral, once the disease ate its fill.

Her, one cold night with a shovel and a collection of worn, scribbled notes with archaic instructions.

Her, using Their notes and bringing something that was and was not Him back.

Trixie threw the image away—she shouldn't dwell on the past. They were painful, bittersweet memories that gave her drive and ambition. They gave her a want to be stronger, to learn how to harness the power she knew she had swimming in her body.

Once she learned that, she would have death itself under her control, just as Faust longed to have all those years ago. All she needed now was bits—she had had her fill of schoolwork, and deep down, Trixie knew she could outperform every teacher.

Then again, Trixie could do that even before entering the academy. If it wasn't for the scholarship she had received from Dorcis Enterprises, then she wouldn't have even bothered. Of course, that had at least lead to a job...

A shame her and Dorcis's business transactions had to end so abruptly—he had given her a quarter of their agreed sum as “a token of good faith.” With just that stipend, she could be set for at least three years, and that was if she spent lavishly and didn't work. All she needed to do was get away from the school, travel—west perhaps, it was farther away from prying eyes—and continue her study. By the time she got through, Trixie had no doubt in her mind that she'd be able to bring the dead back as they were.

It was just a matter of escaping here...

She felt in her pocket and grasped the reassuring weight of a vial. The woman gave a debating roll of it in her hands, then lifted up the weight.

Don't, a small part of her warned. Caution didn't beget greatness, Faust would say.

Dead, rotting, empty Faust.

Recklessness didn't do him any favors, and Stairway this soon after her earlier dose was reckless. She let it drop into her pocket again.

With one more brief glance around, Trixie gave a small gesture and teleported outside, landing with a grunt not ten feet past her dorm room's window.

Seemed like she was about out of juice. Normally, spellwork like that wouldn't have even stopped her in the slightest. She really needed to rest.

As long as she was just a bit quicker, she'd have all the rest she could ever need.

With an adjustment of her collar, Trixie turned and began the long walk towards the train station.

Jack gave life into Rarity's mouth once more, watched as her chest rose and slowly deflated. It was all the farmer could do to keep from panicking at the sight of Rarity being so lifeless. So limp.

Shut up an' keep on keepin' on, she warned herself, steadying her violently shaking hands and ignoring the fire burning her face. She took another swallow of air and breathed into Rarity.

The rhythm was broken by the sound of heels clicking rapidly down the hallway. Chylene, followed promptly by Will, entered, each carrying a handful of medical supplies.

“Is she still not breathing?” Chylene asked, all trace of the timid woman she normally was gone as she opened a small case and pulled out a device that sorta reminded Jack of a plastic milk bottle, if a bit wider and softer. She guessed it was a BUI.

“N-nah,” Jack muttered, looking back down at the tailor. Without thinking, Jack moved over to Rarity's side to give Chylene space to work with—she held the woman's hand and looked grimly to the floor.

Chylene inserted the BUI over Rarity's mouth and started to slowly clench and unclench it. “You need to take care of yourself too, Jack,” the pink-haired girl whispered, not looking away from her own work.

“Not 'til Rarity's fine. Then I'll get patched up.”

“Well, simply from a medical perspective, the turbocurine should only keep the skeletal system paralyzed for about four hours or so.”

“An' after that?”

Chylene offered the smallest smile under her worry-stricken features. “As long as she wasn't exposed to any other drug, that's it. She'll make a full recovery.”

Jack cradled Rarity's hand tightly against her chest. “Thank God.”

Will spoke up from near the door. “And if there were other drugs mixed in?”

The pink-haired woman gave a tiny shrug. “Then it's a case-by-case basis.” She glanced over to Jack after a moment. “Though just from a brief look over her, I d-don't think she's physically injured, aside from the temporary paralysis. So I'm sure she's fine.”

Jack nodded and continued to sit by Rarity. Now that the tailor was alright, the farmer was starting to again feel the solid, agonizing burn of her ruined face. Sucking in a breath, she briefly ran a finger over her disfigured nose, hissing slightly at the light touch of her hand.

“Apple,” Will ordered, “come here.”

Jack rose, putting Rarity's hand gently to the ground, and took a few steps towards Will. “Yeah?”

“You should have told someone where you were going,” he sternly said, staring down at the tall woman.

“Told Gilda--”

“You told her you were going to check out the dormitories. That's not a specific room, Apple.”

Jack clutched her face, feeling a throbbing headache coming for her. It was like the cherry on top of sundae. “Didn't know I was gonna come here 'til it happened, mostly.”

Iron Will gave a grunt and crossed his arms in thought. “A whim?”

“A whim,” Jack agreed. It was only a half-truth, but still better than no truth at all.

“Lucky girl,” he replied, scratching his shaggy facial hair.

The blonde paused, then, after a swallow, she limply gestured at her face. “This look lucky?”

Will uncrossed his arms. “We'll get you back to winning beauty pageants in no time, Apple. All we got to—”

He shut up mid sentence, launching his hand with the speed of a whip-crack towards Jack's nose. In one fluid move he squeezed it in between his massive fingers and pulled Jack's nose right and up.

Jack heard a popping, grinding noise that felt like it came from the inside of her brain. Pain erupted from her skull, sending waves of agony down her face. If it hurt when Trixie broke it, then Will messing with it was a living hell. She cried out, clutching the furiously bleeding nose in one hand and collapsing down to her knees. Tears ran freely down both her eyes as she glanced up, asking Will a question he didn't even have to hear to answer.

“Better to set broken bones as soon as you can, before they can start to heal wrong. Sorry, Apple,” Will emphatically said.

“Bastard,” Jack choked out, trying to rise but stumbling as her legs gave out. Will caught her and sat her back down.

“Rest,” he said.

Jack shook her head, still clutching her nose and trying to stand again.

“Twila will take care of the soul-folk. Rest.”

“Let Twila do all the work?! Hell no!” Jack snapped back, rising to her feet.

“And what are you going to do—bleed on her? Sit, Apple. That's an order.” Will gave a gesture to the ground, staring sternly at his student.

Jack opened her mouth, then shut it with a frown. She sat, hunched over and staring across the room at Rarity. “The hell was I supposed ta do, Will?” she asked after a moment's pause, putting a hand to her eyes. “I got played like a fiddle, there wasn't a damn thing I coulda done different.”

William swallowed hard at seeing her pain. “Apple...”

She scowled at the giant. “An' I've done my best under ya. I learned a good amount on fightin'. Even then, I couldn't lay a finger on that girl, now Rarity's...” Jack hunched further over and drew a heavy breath. “God.”

“Rarity's going to be fine. You heard the doc over there.” Will pointed over to Chylene with a tilt of his chin. The norfolk took a few steps, heading towards the hallway. “I'm gonna go get a nurse and inform some of the patrols what happened. Sit tight, Apple. It's close to over.”

Jack didn't even bother looking up.

A loud pop announced Twila's presence to the empty room as she materialized just to the side of Trixie's bed.

It had taken her a bit longer than she would have liked on getting here—she had never been in the magician's room; as such, she had misjudged the teleportation trajectory and ended up at a wrong spot on campus. She quickly scanned the room and noticed the disarray. Drawers lay gutted and open, shelves were swept bare, save for a few bottles on the floor, and dozens of books across different subjects were scattered to the winds.

Trixie was on the run.

Twila shut her eyes and focused. Eliminated all thoughts of the outside world until she could feel magic pooling throughout her body. She let her aura seep out, until she found a small, blue trail in the darkness of her mind, no wider than a ribbon. She mentally pulled it and nodded.

Trixie's aura. The showwoman had either tried to suppress it but was too exhausted to completely seal it off, or was low enough on magical strength that she hadn't covered her tracks and was just trying to get as far away as possible before being chased.

Either way, Twila found herself at an advantage. With another brief gesture, she vanished from the room and began the chase.

Trixie walked through the fields, irritated at the clumps of grass that clung and tugged at her stylish purple robes. While the road had been tempting, she knew it wouldn't be long before people began looking for her—best to keep away from any possible witnesses until she got on board a train at St. Charles.

As she climbed a hill, she glanced behind her and nearly froze.

Not even five hundred feet away was Twila Shields. Banged up, winded, but determination was etched on her ebony face like a carving.

Trixie briefly gave thought to running, but knew she just didn't have enough energy in her to do it. Instead, she turned towards the academy's second best student and threw her arms out theatrically.

“Something Trixie can do for you?” the magician flippantly called out, her cloak flapping in the evening breeze. Thunder rumbled across the dark, cloudy sky.

“Give up,” Twila shouted back, taking a few steps towards the base of the hill.

“Why?” Trixie asked as she stared down at the soul-folk. “Trixie will be arrested, and sentenced to death, when she has such a promising future ahead of her. I refuse. What you should do is walk away.”

“I am certainly not letting you leave.”

Trixie looked down on Twila from her vantage point. “Then I'll kill you where you stand.” The soul-folk snapped her hand forward, splaying her fingers out. The earth standing before Twila began to shift and distort—Trixie threw her hand to the side, and a torrent of mud swallowed Twila whole, encasing her in wet, slimy dirt before changing directions and hauling her inside the hill, like a giant shoveling food into its waiting maw. Once the earth had settled and retreated back to its original location, Trixie adjusted her hat, and continued walking.

Twila was coated with dirt; pressed in from every angle in her earthen coffin. Her chest burned from the breath she had been holding ever since getting caught by the other's spell, and her eyes were blinded in the pitch dark ground.

Spells. Small ones—remember the injured arm, Twila thought. First, she focused her magic into tracing Trixie. She felt the magician's aura below her feet and slowly moving right.

I'm upside-down, Twila thought. She flexed her fingers, channeling magic into her digits and wiggling her hand from pinkie to thumb, then back again. Slowly, the dirt got caught up like it was in a gravitational pull. It circled around her body, shifting clockwise until it left a small cocoon of air around her hands and mouth to breath, which she inhaled greedily.

She had to get out of here—the air wouldn't last long. She needed out and she needed out now.

The soul-folk prepared a teleportation spell, but reconsidered. That spell might play right into Trixie's plan—the woman might be anticipating something of that sort.

Twila gave only one more brief thought. If Trixie was prepared for her just flashing out, maybe she needed to do something a bit more low key...

The scholarly woman channeled magic into her good hand and watched, fascinated as it almost instantly began to change. Her delicate fingers hardened, becoming calloused and leathery. Her palm bowed in, becoming shovel-like as her fingernails stretched into talons that would make any griffon-folk envious. Twila began digging, effortlessly tossing dirt and rotating herself upright. She tunneled out of the base of the hill, ending up just a few paces away from Trixie, who glanced behind her in surprise at Twila's sudden ambush. Twila wasted no time morphing her hand back to normal and opening her palm towards the silver-haired woman. A small hum, then a force generated from her palm, launching a ball of condensed air that cracked Trixie across the eye. The woman launched off her feet from the blow, spinning wildly and landing hard into the dirt. She weakly rose in a huff as Twila freed herself from the hole and clamored to her feet.

“Why can't you just lie down and die?” the silver haired girl barked, clasping her face in a hand.

“You first,” Twila retorted. Trixie's grin threatened to overtake her entire face. With a swift gesture of her arm she made a sweeping motion in front of her just as Twila launched another ball of air. Her projectile came within a foot of Trixie before hitting a soft, invisible wall that flashed blue as her spell impacted it.

Shield spell. Figures. Twila scowled, slowly circling the woman.

Trixie reached into her pocket, producing a vial filled with a glowing blue powder. She stared defiantly at Twila as she uncorked the concoction and inhaled it deeply through her nostril.

The effect was almost instant. Her eyes snapped open and her hands involuntarily clenched, shattering the vial in her gloved hand. She gazed down at Twila.

“I'm running late. What do you say about finishing this?”

Twila didn't reply, rather, she continued to observe Trixie and cycle through what spells she could call forward in a moment's notice.

The magician raised her hands above her head and gestured to the heavens. Twila fired another halfhearted sphere of air. It impacted against the barrier and fell lamely to the ground. That thing wasn't going to break without major force—something Twila couldn't do with only one good hand. She'd have to wait until Trixie manually disabled the shield by walking through it or by channeling another spell.

It all came down to what happened next.

The heavens turned a dark shade of red—the ground underneath Twila's feet lost its luster, turning a charred, grimy black the consistency of soot. She stared hard at Trixie, not sure what exactly was happening. This wasn't an illusion spell, she knew that just from instinct. Something was coming. Something big.

Trixie stood like a mountain, her arms still wide and splayed towards the heavens, and her hat and clothes blew violently in an unfelt breeze. Despite the wind, it was quiet. Not the still quiet of a fall evening outside, rather, this was the dead silence of a closed library, the empty noise of a morgue. It was as if life itself had left the premise.

In a roundabout way, she was right.

Dozens of small spots around the field erupted, spraying dirt across the dying grass. From the newly-formed holes came something that froze Twila in place.

The rotting, decayed remains of beasts of all shapes and sizes began to slowly claw their way out of their earthen prison. Foxes, wolves, cattle and a single man all rose and stood dumbly on their boney hooves and feet, staring blankly ahead with their partially melted eyes and paying no mind to the entrails dripping down their maggot infested skin.

Only one word ran through Twila's mind as she took in the abominations in front of her.

How?

Necromancy was a high-level magic that required an alchemical ring around the body, in addition to protective salts and wards. For Trixie to use it not once, but over twelve times, and have them under her command...

“You see, don't you?!” Trixie shouted, fatigue giving her voice a weak slur. “You see how your power is nothing compared to mine?!” She thrust her hands towards Twila; the army of the dead began to limp towards her, each twisting and jittering like puppets on limp string. Twila's brain went into overdrive, tearing through the spells she could cast without looking into her Dreamscape like she was possessed, going through every possible choice on how to approach such monsters.

I should conjure a silver item... cross, sword, something like that. The residual dark magic tainting their skin is easily absorbed by silver, weakening them considerably.

No, she argued to herself, clenching her fist. Not with that many of them. There's no way I could fight that many off at a time, even with a blade. Not enough time for a salt ward. Not enough time for anything.

There's one thing... She clenched her teeth tightly together as she realized the perfect spell for this, taught to her by the Daywalker herself. The only question was if she'd be able to even move after completing the spell. It was a crapshoot, but it was better than waiting for the creatures to tear into her flesh.

She pulled her hand back to her chest and breathed out, trying her best to calm her racing heart. If she was going to use a technique Celestia created, she'd have to focus and gain tranquility. She took another breath and shut her eyes as images flew through her thoughts. Caballo's sun tenderly smiling at her during their lessons together. The few brief, fleeting moments when Celestia took Twila's hand into hers. The sweet, delicate noise of her laugh.

She opened her eyes and limply extended her hand above her head. She felt magic delicately kiss her fingertips and settle into her palm, the consistency like a ball of mist. It soon gathered, taking shape into a golden sphere of light lazily swimming in her hand. The ball expanded, changing from a baseball to a bowling ball in seconds. When it grew to the size of a beach ball, and Twila could feel the strain of magic in her bones, she struck, bringing the ball of energy to her chest and pointing her palm towards the parade of abominations.

The magic came out like a slow, delicate vapor, expanding into a wall of misty, golden light that crawled along the air. The creatures marching towards her stepped into the advancing cone of light.

The effect was almost instant. The light settled on them and began dissolving their rotting flesh, burning the monster's bodies in righteous, cleansing flame, leaving nothing but blackened skeletons that quickly crackled and turned to ash. The magic throbbing through her arm strained Twila; she sunk to a knee, but refused to cancel the spell. The rest of the monsters marched forward, like cattle to a butcher—meeting their fate in neat little rows. When the last one, the man, collapsed, so did Twila, pitching forward and landing hard on her chest. She tried to rise, managing to get one foot under her before collapsing again, rolling onto her back and staring at the sky. She could feel a wetness trickle down an eye—she had seen enough people overuse their magical powers to know that it wasn't water.

Twila heard slow footsteps hobble towards her. Trixie came into her view, looking every bit as ragged as Twila. Black veins pulsed and all but glowed from her sweat as she stared down at Twila. Blood ran freely down one eye—she ignored it, swaying slightly on her feet as she forced herself to stand.

“Th-that wasn't terrible,” Trixie panted out, blinking rapidly and swaying like a tree in the wind. “I had expected my spell to finish you off. The fact that you're still...” She shook her head and snapped her fingers. A small dagger made of pure energy sprang to life in her hands, its blue, sputtering aura sporadically lighting the night. “Doesn't matter. Trixie's ending this.”

She brought the dagger back and launched forward; Twila gestured weakly with her hand. Pain shot in rolling waves throughout her body as she conjured a spell. For a brief moment, Twila thought she had overwhelmed her magic too much and wouldn't have any left to channel, but her powers came to her, albeit muted. Tepid. A small shield, like Trixie had conjured earlier, blocked the magical dagger, deflecting it away and causing it to dissipate from Trixie's hand. She growled in response, kicking Twila hard in the ribs. Twila gasped but was too weak to even move her arms to defend herself.

Trixie summoned another blade, this one far more potent and wicked looking. “It's over,” she growled.

Twila did her best to remain composed. “For you,” she quietly said, taking in slow, pained breaths as she mentally cut off the magic that flowed in her body, trying to avoid straining herself any more than she already had. The woman was lucky enough that the shield spell she had cast didn't send her over the edge of her magical limits and into death's clutches.

Luck that Trixie didn't seem to share. Her other eye watered, then left a red trail down her pale skin. She stood over Twila, the blade hoisted above her as frozen as her body and staring straight ahead at an unseen object in the distance—a shiver ran through her as a two twin trails of blood ran down her nose and the corners of her mouth. The magic dagger she had conjured vanished and her eyes lobbed upwards as her body limply slumped forward.

She lay for what felt like hours as the wind blew over her body. Shadows crept and danced along her vision as the rain began falling. Out of the corner of her eye, she saw movement.

A man, obscured by the darkness. He limped forward, hunched over and smelling like mold. As he came to her, she recognized his blond hair. His one blue eye. The small burn mark on his chin.

Faust. Or, what was left of him. His half-rotted, skeletal face grinned down at her as he leaned forward, his bony hand outstretched and slowly approaching her cheek.

It was an illusion. It was an illusion It was an illusion itwasanillusion, she frantically thought, the sight turning her brain into mush. Trixie tried to struggle, but didn’t have even an ounce of strength left in her. She couldn't even scream as he touched her with his cold, warmth-stealing hand.

It was with a whimper that the Great and Powerful fell.

Author's Notes:

Alright. We're well on our way in this fic, friends. Clear over the halfway point, maybe even just above the last third. Got this stuff all planned out, and I think you guys are going to be pleased with the buildup and climax. Thanks a ton for your support--it's humbling knowing that people are giving this humanized piece a chance! haha.