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Turn That Frown Upside Down

by Brony Tom

Chapter 2: 2: A Chink in the Armor

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Cheerilee was back at her school, even though she didn’t need to be. The attack had happened so close to the end of the year that the school board decided to just wrap things up. Besides, with the damage to the facilities, there couldn’t have been regular classes anyway.

The schedule for summer school, held in classrooms on the undamaged side of the building, would begin soon. Cheerilee would be participating this year. Summer school was for students who, for whatever reason, needed extra instruction. That generally meant they hadn’t done their work properly during regular classes. Cheerilee did not particularly relish dealing with students like that, but it was her job.

She sat at her desk. The building was quiet. When the scene investigators finished looking over the site of the blast, noisy construction equipment would be brought in to begin repairs. Until then, the empty classroom was a good place to think.

Over the years, Cheerilee had typically been given specific orders from Princess Luna, often without knowing what parts information collection and decision making played. She was the pony at the end of the list, the one that would solve the problem. Somepony else designated the target, she was the weapon that took care of the rest.

Being given a blank slate and few restrictions to figure things out for herself was not what Cheerilee was used to, but she could manage. The thing that worried her was what she might come up with. After so long training herself to be as efficient and effective as possible, Cheerilee had managed to take the emotion out of her job. The less she thought about killing and otherwise destroying, the better.

Cheerilee had to convince herself daily that she was not a monster. She had literally taken enough pony lives to fill a small town, not to mention all the animals that had been killed to slake her constant thirst for blood. She had never killed for pleasure, however, and had never dragged out any death longer than necessary.

However, for the anti-terrorism plan to be successful there would need to be examples made. Survivors would have to be spared to tell gruesome stories. And there would have to be something terrifying to show them.

Cheerilee knew she would need to create a false ponysona specifically for this. Countess de la Cheer or any of her other pseudonyms would not do. She also knew from experience that getting in character would help her better deal with emotional backlash.

She continued to sit quietly, charting out in her mind the ways to go about the art of terror. Ponies were scared of anything they didn’t understand. Surprise could spread fear. There was also violence to plan for. There would need to be a lot of that.

To accomplish her goal, however, Cheerilee would need the whole package. It would not be just what she did but her image that would be sending a message. For that, she would need Golden’s help.

She got up, leaving the room and closing the door. The empty hallway echoed with her hooves. Cheerilee continued to think and plan as she left the school. Golden was a little more in tune with pop culture and would probably know more about what was currently considered scary.

Cheerilee snorted. We aren’t making a horror movie. Still, there were a few principles that could apply. She would also have to talk to Princess Luna. After overseeing so many Nightmare Night events, surely she would know something about the subject.

In the end, however, it all came down to Cheerilee. No matter what she looked like, she was going to have to back up her appearance with action if HOOF was to be taught a lesson. The only question was how much bloodshed it would take to get her point across.

She got in her car, a rather modest sedan purchased with what money a schoolteacher made. It wasn’t right to use government funds for an upgrade, and not prudent to dip into her numbered account held in an offshore bank.

Cheerilee made her way through town towards Golden’s apartment. She kept her eyes on the rearview mirror, always careful. This vehicle was not ideal for a car chase. The fact that she made preparations for such things spoke of her long years of learning to be prepared for anything. That, and several unplanned car chases she had been involved in.

It was still afternoon, and Golden wasn’t home. Cheerilee let herself in and settled down to wait. Over the years, she had learned to fall asleep at will, although she was unsure if that was a vampire ability or just lots of practice.

Golden came in a few hours later, waking Cheerilee. The pegasus took off a pair of somewhat unfashionable glasses and wiped a few spots of artfully-applied makeup from her face, suddenly appearing ten years younger. She wouldn’t have been hired at Rings and Rubies, a jewelry shop, looking like she belonged in high school.

Cheerilee explained some of what she was thinking. “I’ve decided on a few ways of going about looking scary. A big portion of that will involve body horror, but I think a proper outfit and accessories would help.”

“Er... body horror?” Golden’s voice quivered a bit.

Cheerilee stood up on her back legs, much like a minotaur would. She mussed her mane and let her fangs peek between her lips. Curtailing breathing and other bodily functions of a normal equine completed her fall from normality. She looked like a pony from the exterior, but only just. There was clearly something unsettling about her. Something unattractive, strange, and deadly.

Ironically, this was less of a disguise than she wore to school and was closer to the raw being that lay beneath her facade. It had been a long time since she had let anypony-even her targets-see her this way.

Golden flinched a bit, but otherwise stood her ground. She didn’t like to be reminded that the same thing lurked inside her. “If this is what you have in mind, you won’t really need much of my help, I guess- just some basic disguise points. Probably a bit of a coat dye, if you wanted to really conceal your identity, or maybe just a mane recolor if you’re in a hurry. Tinted contacts always help, too, and maybe some ‘bling’ as kids are calling it. Definitely sunglasses.”

The jeweler thought for a moment. “Actually, I have one more idea. I was browsing through a Griffon fashion magazine the other day and came across something they’re using. Leather.”

Cheerilee was familiar. Griffons, as natural meat-eaters, were much more likely to use the skin of dead animals. “How were you planning to use that?”

Golden kept her expression decidedly neutral as she replied. “How about making a whole coat out of it?”

“That’s perfect. Shame we can’t get pony hide to make it from, but I like the idea.” Cheerilee hoped Golden would take her comment as a joke.

The younger mare either did so, or just decided not to think about it. “Anything else?”

“I did have something I wanted you to do,” answered Cheerilee. “Since a lot of this work will be up close and personal and I’ll be taking bigger risks than usual, some armor might be a good idea.”

Golden frowned. “Wouldn’t that detract from the image you were trying to create?”

“It would be concealed,” said Cheerilee.

“How?”

“Under my skin.”

The younger mare’s eyebrows shot up. “Under your skin? You do understand what that would entail, right?”

Cheerilee shrugged. “I just hope you’re as good at surgery as you are at jewelry.”


When Cheerilee mentioned getting some armor, I had no idea she was going to take it so far. I mean, she literally had to be skinned alive if she wanted those plates to be buried inside her body. And then, of course, she wanted me to do the honors. I mean, I can do surgery... sort of. I’m no doctor, but I’ve had enough experience with this kind of stuff that I thought I could pull it off.

The only problem is, I didn’t know if I wanted to do it. I knew Cheerilee would be conscious through the whole thing, since you can’t really sedate a vampire, so I was understandably a little reluctant to go through with the procedure. I could only imagine how painful it would be.

And then, after I asked her if she was absolutely sure about this, she didn’t even bat an eye in saying yes. I’d never seen Cheerilee so driven; she was loath to betray any shreds of emotions she felt, unless it was part of her getting in character. I was a little concerned about her- I wondered if that attack on the school was affecting her more than she let on.

Well, I couldn’t refuse her, so I agreed to fit her with armored plates under her skin. It didn’t take me too long to get the materials together; I just had to make a little trip to the local hardware store. After that, it was a simple matter to get the metal into the appropriate shapes- I just took Cheerilee’s measurements and bent the plates accordingly. Vampire strength does have its uses.

It was only mid evening by the time I had scrounged all of this together. I had a tarp spread out on the floor of my apartment to catch any stray effects of the procedure. The armor sat waiting in almost geometric patterns around the operating area, sheets of metal of various sizes and shapes interspersed like puzzle pieces. Now, I would just have to put it all together- inside Cheerilee.

I turned to face my teacher as I prepared.

“Cheerilee,” I said. I wasn’t sure what I wanted to say exactly, but a part of me still wanted to put this off as long as I could. I couldn’t keep the anxiety out of my voice. “This is happening awfully quickly, are you sure you don’t want to sleep on it for a night?”

My teacher looked me square in the eyes, showing me a mix of impatience and a quick flash of some other, more heated emotion I couldn’t make out.

“No, Golden, I’m certain that I want to do this. Please, don’t worry yourself about it- I’m a grown mare, I can make my own decisions. Just don’t let your emotions get the better of you now, alright? I need you to be at the top of your game for this.”

I didn’t mention the irony of her admonition- it wouldn’t do any good, anyway. I gave my teacher a grim nod and set to work. First, she had to stop her heart from beating; less blood would get all over the place if it wasn’t pumping through her veins at high speed. Then I had her lay down on her back so that she wouldn’t have to worry about supporting herself during such a painful operation.

It was time for me to begin the surgery, I couldn’t put it off any longer.

“Just keep your muscles relaxed,” I said. “It’s easier and quicker if you aren’t a tense, quivering pile of ponyflesh.” I tried to make a joke, but neither of us laughed.

I changed subjects. “So have you come up with a name to go with this personality?”

She shrugged. “I’ll think of something.”

“Hmm, how about Smiley? It could work. A nice ironic name for a terrorist-terrorizer.”

I finally got her to smile. It almost killed me to take it off her face as I sank my teeth into her chest to begin the procedure. After all, vampire teeth are made for cutting into flesh, and I didn’t trust my hooves to hold a scalpel. Blades were really more of Cheerilee’s thing anyway.

The first plates I had to insert were the hardest and most gruesome; the two-piece set that would encompass Cheerilee’s heart, shielding it from just about anything that might damage it. I carefully-or as carefully as I could-tore away a large flap of skin from her side, below the shoulder. A slight shudder threatened to pass through my body at the taste of blood, and I felt the primal need for more of it. I relentlessly pushed the urge to the back of my mind. I knew I had to stay focused.

I quickly sliced through the muscles that were now exposed to the air. It was a testament to my teacher’s skill and fortitude that she kept perfectly still and silent as I did so. The muscles peeled away without issue and only a few stray drops of blood leaked out onto the tarp.

Beneath that lay Cheerilee’s ribs. In order to get past them, I wrapped my mouth around one and crunched it with a sharp burst of force. I did the same for two more adjacent to it, finally giving me access to her innermost organs. I brushed aside her lungs with my snout, smearing my nose with streaks of blood. Her heart lay just past them, unmoving and slightly cold.

The sudden desire to see what it tasted like flickered in my thoughts. That was enough to make me quickly withdraw my head from Cheerilee’s chest cavity; I didn’t want her worried that I might go berserk on her. I was worried enough for both of us.

The two heart-shaped armor plates fit snugly against the glistening cardiac muscle inside Cheerilee’s ribcage. I made sure to insert them quickly to keep my monstrous temptation in check. After that, I let her natural regeneration begin to seal up the wound while I fetched the next armor plate. As soon as I picked it up with my mouth, a few drops of blood dripped from my snout onto it, leaving an appealing red streak running down its length.

This was the first part of her chest armor, the breastplate. I went back to the c-shaped incision I’d made earlier in my teacher’s skin and ripped it wider to fit the larger plate of metal. In order to make sure that Cheerilee was still flexible, as well as to ease the insertion of the armor, we’d decided to keep the plates a bit smaller and have them interlock, like dragon scales. I carefully placed it on the exposed flesh and muscle, and wove a small strand of anchoring wire through her ribs to keep it in place.

The next piece I inserted in much the same fashion and reached for another. The surgery became something of a ghastly monotony as I tried not to focus on the blood dripping profusely from my muzzle and into my mouth. The taste of Cheerilee’s flesh as I chewed through it was heavy on my tongue, driving me half-mad with the desire to feed. Despite that, I kept my thoughts on the rote motions of the procedure.

At last, I placed the final piece of abdominal armor on Cheerilee’s insides and let the skin heal over it. A feeling of dread settled in the pit of my stomach as the next phase of the operation came to my mind. I glanced hesitantly at my teacher’s head. Unbidden, thoughts flew into my mind of what it would feel like to peel away the skin from her face and skull to install more armor. Horrified, I tried to quash them, but after such a lengthy exposure to blood and flesh and temptation, I couldn’t completely erase them.

“That’s good enough for now,” said Cheerilee.

Oh thank Celestia, I thought to myself. I sank back onto my haunches, taking a few deep breaths. Odd, since I didn’t need to breathe, but I suppose it was the comforting aspect that led me to do so.

“It’s your apartment, you get the first shower,” said Cheerilee. She was all business, as usual. I just nodded gratefully, glad to finally get away from her bloody hide and tantalizing flesh. I couldn’t get away from the scene quickly enough, making sure to hover well above the floor to keep from leaving bloody hoof prints.

In the shower, I hastily turned on the water and thrust my head under the spray. The cold was a welcome change from the lukewarm feel of vampire flesh, and I scrubbed my face and mouth vigorously with my hooves, letting the water wash away the blood staining my body.

After a few moments, I became aware of the fact that Cheerilee’s wasn’t the only blood running down my face. My eyes slowly leaked crimson tears that were spread everywhere by the water.

I haven’t changed at all, I thought. All these years, and I’m still an animal barely holding things together. I clenched my teeth and scrunched my eyes in frustration and bitterness. I can’t trust myself. Just one little taste of pony blood and I’m back to that... I paused, trembling with fear and loathing. I’m back to being that pony-killing monster in the woods.

Flashes of memory played in my mind- a squealing mare convulsing in the grip of my fangs, sweet, delicious blood oozing into my mouth. She was not the first nor the last life I had taken. For something like a decade I lived like a wild creature. I lost anything and everything that made me a pony; my friends, my life, my mind. And then came a mare who helped me. She taught me how to function again. And that was why I owed Cheerilee so much. That was why I had agreed to do anything she asked of me. Even if I didn’t necessarily trust myself to do it.

“Cheerilee...” I whispered, barely audible even to myself. “I- I hope you’re happy with this. I really do. But, please- I can’t be invincible like you can. I don’t know what I’m doing. I can’t- I can’t keep this monster buried inside like you do.”

I sobbed for a good few minutes, keeping as quiet as possible. The running shower helped mask the sound from Cheerilee’s hearing. I just let the water run over my face and the tears flow from my eyes.

I couldn’t spend forever in there, however. After a few last sniffles, I dried off and took a moment to make sure I had gotten the blood off my feathers. Going back into the main room, I found that Cheerilee had mostly cleaned herself with her tongue. She helped me roll up the tarp and went to have her own shower. Despite the residual blood on her coat, she’d slipped back into her cheerful schoolteacher attitude. Even with nearly twenty pounds of newly embedded steel in her body, she had already figured out how to move and act as if it weren’t there.

I finished cleaning up our supplies, storing them in my closet for possible use later. I sincerely hoped it wouldn’t come to that, in any case. I cast a last glance around my apartment to make sure everything was in place. Satisfied, I collapsed onto the sofa to rest. This had just been one of those days, you know?

Next Chapter: 3: First Contact Estimated time remaining: 3 Hours, 5 Minutes
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Turn That Frown Upside Down

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