Sugarcube Corner, so warm and welcoming by day, now played host only to shadows. Still. Quiet. The silence was broken as the door’s latch shimmered in a scarlet glow, lifting up, easing open. The welcome bell jingled, and uninvited hooves set wood to creaking as a hooded pony slipped inside. The intruder crossed the dining area, past the display case, only to pause before the stairwell. Hooves hesitated at each new stair, and any that responded with too loud a creak found themselves skipped. Slowly upwards in an awkward shuffle till the darkened upstairs hall was bathed in red hornlight. The pony skulked past where the twins slept unworried, past the Cakes, and came to a stop before the final bedroom.

    A hoof rose itself, but stopped just before thumping against the wooden doorframe, and carefully drew set back on the ground below. Magic gripped the handle and turned the door, eased it open. The pony whisked into the room, coaxed the door shut. One breath escaped, a sigh as muscles were allowed to relax, and the shadowed pony turned towards the bed.

    Pinkie Pie, already awake and attentive, stared back.

    The intruder drew in a sharp breath, but they did not cry out despite the sudden accelerated tempo of their heartbeat.

    “Hi,” Pinkie Pie said. “You know, it’s usually not nice to break into the homes of innocent ponies. Especially not today of all days.”

    “I have my reasons,” rasped the other pony. A mare, by the sound of her voice. “I’d expected you to be asleep, however. That would have made it easier.”

    “No it wouldn’t,” Pinkie disagreed. Her ears drooped, and a quaver entered her voice. “I know why you’re here. I know who you are.”

    At that, the mare drew back her hood. An orange-coated, yellow-maned unicorn stared back, with red streaks in her mane. “My name is Codex,” she stated. “And if you know why I’m here, then you know why everything I’m doing is necessary.”

    Pinkie turned to stare out the window, at the moonlight washing over the empty streets of Ponyville. “I know,” she said quietly. “I’ve known for a long, long time. Longer than you, even.”

    Codex pricked her ears forward. “You have?” Curiosity, tinged with a hard edge. “You never said anything to anypony. I know that.”

    Pinkie Pie chuckled sadly. “This is me we are talking about. But if you must know, Gummy told me.”

    “Gummy does not speak,” came her reply.

    “No,” Pinkie Pie agreed. “But he’s not like other alligators. Not at all. That’s enough, if you really think about it.”

    There was a brief silence. “Huh,” Codex spoke, “I never thought of it that way before.”

    “You don’t know that,” Pinkie said. “But it’s not just Gummy. Maud too. If you knew her like I know her…”

    “I don’t,” Codex concurred. “Fine. I believe you. Why didn’t you say anything?”

    “Who would have believed me?” Pinkie asked. “And...I was happy. I knew it couldn’t last forever. But I didn’t want it to end. I don’t envy you. The others won’t be so easy. They lost a second friend today. Now you want to take away a third.”

    “It’s necessary. You all need to be removed. And there’s no easy way out, not anymore.” Hornlight flicked open one of her panniers, and she produced a cupcake, then let it float towards Pinkie.

    Pinkie took it in her hooves, stared down at the treat. “Will it hurt?” she wondered.

    “Just like going to sleep. I promise.”

    “Okie-Dokie-Lokie,” Pinkie replied. “I guess…” She looked out the window once more. “Goodbye, everypony.” She tossed the cupcake upwards, stuck out her tongue impossibly far, then yanked it back in and swallowed. One last tongue flicker to whisk a dab of red frosting off her cheek, and then she slumped backwards into bed.

    “Goodbye, Pinkie Pie,” said Codex, and she crossed the room to hold her hoof. Pinkie was already unconscious.



Codex watched as the rise and fall of Pinkie’s chest slowed...and stopped entirely. Still, she held the pony’s hoof a minute more. “I’m sorry,” she said to nopony, and then let go and walked towards the window.

    Codex had already opened it and started to wiggle through when the sound of approaching hoofsteps had her freeze in place. The bedroom door suddenly opened, and Mrs. Cake’s drowsy voice murmured, “Pinkie, dear, is everything okay? I could hear you talking, and I know you’ve been hit hard by-” She went still as she spotted the other mare, caught halfway out the window. Her head turned, saw Pinkie Pie laying limp and unmoving.

    Mrs. Cake screamed, but even as lights started to blink on in other homes, the streets below were empty of all save the glow of Luna’s moon.

[hr]

    The uproar caused by Pinkie Pie’s body being found with the suspected murderer in the room left Codex far less room to maneuver. Celestia had deployed the Royal Guard in force, as murder was nigh-unheard of in Equestria, and now armored ponies prowled the streets of Ponyville by day, and stood vigil by night.

    Mrs. Cake had not gotten a good look, however, and that left her some room to maneuver through a town in mourning. During her daytime visits, she couldn’t miss the narrowed eyes turned her way, but then, one pony she’d cornered had pointed out she was a newcomer, and right now? The one pony most likely to roll out the welcome wagon had been taken away.

    In the end, it was several days before she was able to move on her next target.

[hr]

    Applejack slammed the empty apple basket into the waiting cart with enough force to set the whole thing to rattling. Her teeth ground together as she turned back to her sales stand, fetching the final basket, still full of apples. Sales were down. Ponies didn’t want to come to market, not with a killer on the loose.

    Though the rational part of her brain couldn’t blame them, that didn’t stop her from glowering at the limp sack of bits hanging from the back of the stand. She turned away, lifting the basket to the cart. She placed it with greater care in the rear half, where every basket therein still lay laden with fruit.

    When she turned back, she hollered in surprise, caught off-guard by the becloaked unicorn standing there staring at her. “Shop’s closed,” AJ muttered, smacking the stall to trigger the shutters, then gathering her money. The sack thumped into an empty basket in the back of the cart and she started to hitch herself up.

    Rather than taking the hint, Codex had walked round the stall and now stood off to the side. She was peering intently at the cart, but soon turned her attention to Applejack. “I would have thought you’d jump at the chance for a sale.”

    “You a customer then?” AJ drawled, though that didn’t stop her from pulling forwards, setting the cart into slow motion. The market was largely empty, save the ever-present Royal Guard and the lengthening shadows brought on by the slowly setting sun.

    “Not...exactly,” came the reply. “My name’s Codex.”

    “Ain’t a customer, ain’t got time for you. Now if you’d so kindly get outta my way, I’ve got a home to get back to.”

    “Applejack, please! This is important.”

    AJ’s eyes narrowed, and she stopped moving. “Now just how do you know my name, I wonder? Don’t recall ever seein’ you a day before in my life, and in case you weren’t in the know, I’ve recently lost three of my friends. So forgive me if I ain’t in a talkative mood right now.”

    “My condolences,” Codex mumbled. “Losing a friend is never easy.”

    “Losing? Wasn’t ‘losing’. They were stolen from us! What kinda sick monster would give poison to a kid? We thought the dragonbane was just a horrible accident, but after Pinkie Pie?” AJ made as if to spit, then stopped herself. “I haven’t been able to bucking think straight since Saturday.”

    “I have something that might help,” Codex offered. “A present I was asked to give you. From your cousin in Appleoosa.”

    “Braeburn? Well, now. Color me curious, I guess.”

    Codex flicked her saddlebag open and brought forth a glistening red apple, letting it float before AJ. “It’s a new variety he’d like you to try. Says it might grow well in the Acres.”

    “Mighty kind of him,” AJ began, “Now you have two seconds to tell me who you really are, before I call the guard. Appleoosa don’t grow no apples like that.”

    Codex’s ears drew back in tandem with her slow sigh. “I suppose the easy way would be too easy, wouldn’t it, Applejack? I need you to listen to me, please! The fate of Equestria hangs in the balance.”

    “And the fate of Equestria justified you killin’ my friends?” Applejack accused back. Her voice rose, “How does Pinkie Pie dying do any good for Equestria? What about Spike?! What about Twilight? What did you do to her?!”

    With every word, her voice grew louder, and though the market was sparsely populated, what few heads were present were turning in their direction. Codex winced as the accusations flew.

    “I wish I could explain it to you. I do. But I can’t. You wouldn’t understand now. Just...I’m sorry. I have to do this.”

    “That’s some serious horsesh-” Applejack’s voice was cut off as the apple flung forwards and into her open mouth, as Codex abandoned subtlety and clamped down on AJ’s muzzle, forcing her to bite down. Half the apple fell to the dirt, but the other half was forced down her throat.

    The market was starting to fill rapidly now, as more and more ponies were drawn to the commotion. Applejack swayed in place. Her eyes rolled back, and she collapsed, even as the first cries of alarm went up.

    Hooves were pointing at her from every which way.

“It’s her!”

“She did it!”

“Murderer!”

The guardsponies had taken notice and began to gallop towards her, and at that, Codex broke into a run, heading towards the far exit. What was left of the sun was at her back, spilling shadows into the streets ahead.

Every street she passed seemed to sprout guards to join in the pursuit. Codex’s horn flared, and the ground behind her erupted, spraying dirt and causing shouts of dismay. She was galloping hard, the distant spires of Canterlot rising up on the left. 

Codex veered hard to the left, ducking into a tight alley. Two guardsponies cut her off at the other end, while her pursuers closed in behind her. She didn’t slow, charging right for the pair.

At the last moment, she jumped. Not straight at them, but at an angle, towards the wall. The wall bowed inwards and she pushed off, springing upwards towards its neighbor, then off once more to bound over the guards and drop to the wider road ahead, aligning herself to Canterlot once more. The sun was once more at her back, Codex’s brief glimpse behind her showing it dipping down to the horizon. The guards spilled out of the alleyway moments later. They shouted at her to halt. She ignored them, and ran onwards.




Back in the marketplace, Rainbow Dash stared at Applejack’s fallen body. She’d been flying home, when her ears had caught distant shouting. With wings fueled by dread, she’d rocketed to the market, only to see her worst fears realized.

Tears stung her eyes as she flung her gaze to the nearest pony. “Who did this?” she hissed. “Who!?”

“We all saw her!” Colgate cried out. “She was an orange unicorn, yellow mane!”

“Yea!” cried out Lyra. “She went that way! The guards will get her! They won’t-”

Rainbow was already airborne in hot pursuit. The guards were easy to spot, a half-dozen armored unicorns chasing after one mare. They’d forced her off the main road, herding her north where they’d set up a blockade. There was only one way out, a small eastward alley. Other guards were racing to cut the exit off, but they wouldn’t make it in time.

Rainbow moved without thought. She saw the pony make the turn, then pushed ahead, skimming the rooftops and briefly losing sight of her. Moments later, she crashed to the ground at the opposite end. Yet, when she turned to confront her quarry...the alley was empty.

Seconds later, pegasi turned the same corner, only to slow to a stop as they caught sight of Rainbow’s bewildered, grief-stricken face. At her back, the moon rose high into the sky, but Rainbow didn’t notice through her veil of tears as a howl of fresh loss tore into the newborn night.

[hr]

The days passed in a blur. Tuesday, Thursday, Friday, Wednesday...Rainbow couldn’t stay asleep. She barely ate. She ignored work. Anypony who tried to comfort her was yelled at until they fled. She’d even chased away Fluttershy, once. She’d gone to apologize later, but the damage had been done.

    She spent most of her time sitting on a cloud, propelling it around Ponyville, constantly on watch for the unicorn. There were guards near her at all times, now, but she ignored them. 

        The other pegasi had spent the day forming clouds. It would storm later tonight, but Rainbow didn’t care if she got soaked. She would not abandon her vigil. She perched on the cloud’s edge, staring resolutely at the town square below.

    She watched Lyra cross towards the town hall, raise her hoof to the door, knock once, and enter. Rainbow turned her head about to the opposite side of the square. She saw the Crusaders talking amongst themselves. She saw the mailmare with one eye on her, followed the other to an earth pony she didn’t recognize looking back at her as well. Her eyes swept to the opposite side once more. She watched Lyra cross towards the town hall, raise her hoof to the door, knock twice, and enter.

    Rainbow flicked her gaze about faster now. Time Turner. Octavia. Big Mac. Cheerilee. Orange unicorn. Mayor Mare. Bon B-

    Rainbow froze, then snapped her head back. Just there, tucked just past the entrance to the park, watching Cheerilee talk to Big Mac. She could hear the shouts of alarm behind her as she took off without warning, but that didn’t matter.

“YOU!” she howled, “You won’t get away again!” This time, when she landed, the mare was still there. “Who are you?!” Rainbow demanded. Her wings flared outwards, her hooves sank deeper into the dirt with every step closer. “Why? Why could you possibly want to hurt my friends?”

“Hello, Rainbow Dash.” She rose slowly from the bench, wearing the same cloak she’d had on days ago, the same panniers as before. Her neck turned side to side, making a series of small cracking sounds. “My name is Codex. Why? I did it because it was necessary. I wanted to do this quietly, but plans change. Unfortunately, there’s little time to explain.” She looked past Rainbow, at the guardsponies zooming close. “Your protectors seem set on not letting us talk.”

Codex’s horn lit, and Rainbow jerked instinctively to the side. She felt air whoosh past her flank. Behind her, a sudden thunk, and when she turned, a vibrating bolt stuck out of a nearby treetrunk. Her head whipped ahead again, where Codex had already discarded the crossbow and was galloping away. Rainbow snapped forward, churning dirt beneath her hooves as she gave pursuit.

The trees made flying impractical, forcing her to remain on hoof. The brewing stormclouds overhead left everything in deep shadow, but her quarry stood out in stark contrast to the surrounding flora.

There were no sudden corners here, nowhere she could simply up and vanish like before. Rainbow was constantly dogging her tail, always just a second or two short of catching her. Once or twice she snapped her head forwards, but the closest she got was spitting out a loose tail-hair and nothing more.

The park’s fencing was soon in sight, and the open roads of Ponyville ahead. Piercing whistles rent the air, the guard sounding an alarm to draw others to them. A brief glance back showed the pegasi had fallen short, but stout earth pony guards were nearly keeping pace. Dash made sure to keep Codex in the corner of her eye even then. No quarter would be given.

Codex jumped, somehow managing to leap the fence, but Rainbow was right behind. The guardsponies skidded to a halt, but reinforcements were pouring in. Celestia had emptied the barracks to safeguard Ponyville, and this time, no matter which way Codex turned, guards were closing in.

Sidestreet. Thoroughfare. Alley. Rooftop. Rainbow kept right behind, as escape routes were closed off, boxing their quarry ever more tightly in. The storm roiled overhead, and the first distant peal of thunder rumbled through the sky.

Then, suddenly, there was nowhere else to go. Codex had been herded onto an open road, blockade ahead, pegasi already landing on the rooftops, and guardsponies seconds behind Rainbow. Moment on moment she drew nearer the barricade, and Rainbow’s heart quickened, her lips peeling back in a feral smile.

Codex did not slow. For a brief moment, her horn flared, but all that happened was her cloak came loose, fell away from her body.

“That won’t save you!” Rainbow hollered. “Give up!”

Codex unfurled the wings she’d been concealing, pumped them once, and then took to the sky, soaring over the barricades. Rainbow skidded to a halt, and her jaw dropped open at the sight of the revealed alicorn. She was already far past the barricade and what pegasi had taken off in pursuit were clearly unable to keep up.

Rainbow Dash was no ordinary pegasus.

Codex fled across the sky, and Rainbow Dash followed. Further and further they rose, Ponyville dropping away beneath them.

“You’ll never escape me!” Rainbow howled to the sky. “I will never give up! You hear me? [b]Never![/b]” The storm clouds loomed overhead, but neither mare stopped as they plunged right into the tempest.

For a time, there was only water and darkness as each powered their way through the brewing storm. Thunder rumbled all around them, and once, the darkness was rent by a bright light as lightning crackled within the storm.

Then they were through, breaking free into the moonlit night above. And finally, Codex slowed, spun round, and Rainbow Dash skidded to a midair halt to avoid a collision.

“You killed my friends!” Rainbow hissed. “Applejack! Pinkie Pie! Spike! Twilight! Why?!”

Codex shook her head slowly. “No, Rainbow Dash. You don’t understand. I wish more than anything you did, but they took that away from you. From all of you. Only Pinkie escaped.”

“I don’t care what you say!” Rainbow howled back, while the storm raged beneath them. “You’re a murderer and a monster!”

“I’m not a murderer,” Codex said quietly. “Everything I’ve done has been necessary. I never meant to hurt you, Rainbow Dash. You’re my friend.”

“I am. Not. Your. Friend!” Rainbow spat the words into the air. “I have no idea who you are, and I don’t care!”

Codex looked at her, and her voice changed, to one that couldn’t possibly be. “No, Rainbow Dash. You are.” In those next moments, Codex...shimmered. The orange in her coat bled to violet. Yellows and reds of mane blended to a straight dark blue. Twilight Sparkle hovered before her, eyes brimming with unshed tears. “I’m sorry, Rainbow. I wish I could have told you everything. But it has to be this way. They took you away from me. They took all of you away.”

Rainbow Dash never saw the other crossbow until the ruby-tipped bolt took her in the chest. Even as she began to fall, Twilight started to fade into the moonlight.
“I’m sorry,” she whispered again, and then she was gone, leaving only stars as Rainbow’s wings went still and she plunged downwards. The clouds rushed up to meet her, wind and rain pounding her body till she broke out the underside. As darkness clouded her vision, the fields below rushed ever-closer.

Mercifully, she never felt herself hit the ground.

[hr]

At first, there was only darkness, and a distant pounding. Something beating at the edges of consciousness that refused to come into focus. Pressure building, building, until suddenly everything snapped.

Rainbow heaved, emptying her lungs, hacking and coughing as she opened her eyes, only to instantly squeeze them shut. Her senses were overloaded. She could feel [b]everything[/b]. The rough stone beneath bit at her back, even through the thin cot she lay upon. Each time she tried to open her eyes, even in near-darkness, the sheer detail left her cringing and moaning pitiably.

Her ears twitched. There was…”Whoa. Easy there, sugarcube. Give it time, your brain’s too used to being fed bullshit. Relax, ain’t no fuckin’ hurry now. We got time.”

Rainbow swallowed, her throat rasping and dry. She tried to speak, but only a croak came out, and a fresh round of coughing. This time, she found her voice. “App...le...jack…can’t be…you’re...”

“Dead? Shit’s news to me. Far as I can tell, I’m still alive and kicking.”

“Somepony made a sweeeeaaarr!” A singsong voice broke in.

“P...Pinkie Pie?”

“Hi, Dashie! Welcome back! Well, you never really left, it’s really complicated, and -”

“Maybe you should let me explain, Pinkie Pie.”

That voice. Dash’s eyes shot open, and she tried to roll to her hooves. “[b]YOU![/b]”

“Whoa, nelly, get your ass back down, Dash! You’re in no shape to be standing yet!” AJ barked. She was right. Rainbow’s roll had only gotten her halfway up before her legs had buckled under her, but the purple blob before her was unmistakeable.

“What the...what the...what the [b]fuck[/b] is she doing here?” The word rolled off her tongue both strange and familiar.

“Silly Rainbow! Twilight’s the one who rescued us! And you! And soon Fluttershy, and Rarity, and then everypony!”

Rainbow shut her eyes once again. There was simply too much to process. Too much to take in. She felt a wave of dizzy darkness well up, and promptly found herself passing out.



The next time Rainbow woke, it was only her and Applejack. AJ held her in her lap, spoon-fed her some foul-tasting broth. “You need your rest, sugarcube. You’ve spent far too long not using those muscles of yours. Give it time. We’ll get you taking your first steps in a day or two.”

She had a million questions, but each time got the same answer. “Shush. Give it time. Eat.” And so, she ate. Spoonful after spoonful, till the bowl lay empty.
“What was that? It tasted like…”

“First time I had it, I said it tasted like rancid pig swill. It’s mushrooms, Dash. We mean to have more soon, but for now, we make do.”

Soon enough, Pinkie Pie poked her head in. She walked slowly, with none of her usual bounce. Rainbow could see her ribs, just as she could with Applejack, with herself.

“Twilight would like to talk,” Pinkie murmured. “Can she come in? Please?”

“I have nothing to say to her,” growled Rainbow. “I don’t want to see her.”

“Perhaps you will speak to me, then.” A deeper voice now, a shadow across the doorway, and then Princess Luna sat down before her. “Applejack. Pinkie Pie. Please. Leave us. I will answer her questions.”

“Princess?” Dash said, dumbstruck. “What’s going on?”

“Have you not put two and two together yet, Rainbow Dash?” Her doleful eyes met Rainbow’s. “I did not want this course of action. Had I my way…” She paused. “No matter. Think, Rainbow. Close your eyes. Remember.”

It hit her in a moment. A flash of green. Chittering. Struggling, fighting, battered by an endless swarm until her strength had failed her. And then...warmth. A foggy haze she had swam in for…

“How long?” she croaked aloud. “How long since…?”

“Over a year,” Luna replied. “Canterlot fell, and Ponyville soon after. The bulk of the swarm lay in reserve, and soon blanketed Manehattan as well. Fortunately...they lacked the numbers for more, at the time. It has been an uneasy stalemate, since. With millions of ponies hostage, any attempt at rescue would only lead to more death.”

“But...then...how?”

“You may thank Twilight for that. They could not keep her deluded forever, and despite my best efforts, she would not turn away from the truth. I fear we are not quite on easy speaking terms at the moment, however. She disapproves of certain choices I have made to shelter those I care for.”
Rainbow’s mind raced forwards. “How come you never told us any of this?”

“Twilight did, before. It was agreed a month after all was revealed to her, had she not returned, you would seek me out. That did not happen. The Caretakers finally moved on those ponies aware of the...altered nature of their world, and altered memories as they have many times before.”

In time, Twilight joined them, and Rainbow begrudgingly allowed her to stay.

“I’m sorry again, Rainbow Dash. Truly. The Changelings had to think you dead, and this was the only way. Each time I...acted...in reality, I was delivering a packaged spell, one that would send your body into a deep stasis and cut you free from the dream. When the Changelings moved to dispose of the ‘remains’, we were waiting.”

Rainbow lay in silence. Said nothing as the minutes stretched onwards. Finally, she asked, “What’s next?”

Twilight smiled grimly. “We have two more friends to rescue. Anything else is too risky. Celestia still raises the sun without knowing it, and she…” Her eyes flicked to Luna, hardened, then back again to Rainbow. “Has been kept in the dark. But when we are ready? The Elements are still in the Palace. And we’re going to get them back. And we have a weapon, now. We can move about the Dream ourselves, with Luna as our conduit. In and out under Moonlight. Gather intelligence. Practice. Train. Ready ourselves, so that when the time comes?”

Twilight took a breath. “The real world isn’t a nice place, Rainbow. I won’t lie. But it’s our world, warts and all. We will not be cattle to a swarm of parasites. We will not live a lie, however comforting. Life is pain, and struggle, and growth. We can be pets, or we can be ponies. Equestria is my home. Equestria is [b]our[/b] home! And we’re going to take it back!”