A/N: At the end of December, 2015, I was trying to think of something to write, and I was like... hmmm... Sans wakes up in a cell... and meets someone. Possibly from MLP. Like Sombra. 'Cause why the heck not?!

As the weeks passed, the story spun completely out of control. When writing the first draft, I pretty much had no idea where I was going, which was fun, but also terrifying at some points. After I finished the story I went back and do some major clean-up, and this here is the result. This is most definitely the longest "chapter" I have ever written.

Decided to make Frisk a girl in this fic. And there will be some references to Christianity. Also, random crossovers FTW. =^_^=

Enjoy!

Friends in the Strangest of Places

Part One:

The Great War

"I lift up my eyes to the hills. From where does my help come from?"

Psalms 121:1

Someone kept saying "Stop it, stop it, stop it."

The sound grated in her ears like nails digging into a chalkboard. She wanted to slap her hands over her ears and block out the awful sound. But she couldn't move.

She could feel sobs shuddering through her body, felt wet tears squeeze out of her tightly-closed eyes to trickle down her cheeks. But she didn't know why.

All at once the noise was broken by the shriek of splintering glass. It was followed by a tinkling sound, something almost like rain on pavement.

Frisk jerked upright, flinging her eyes open. White flooded her vision and the child gasped, her eyes closing before she even told them to. Even then the brightness lashed across her eyesight, leaving streaks of color across the darkness. The little girl let out a long, shuddering breath, burying her face in-between her knees.

"It's okay," she whispered to herself. "It was just a bad dream. Not real."

For a moment she sat in silence, trying to remember what had scared her so much, and, at the same time, trying not to think of the unknown horror.

(I won't do it... I won't...) The thought suddenly whispered through her mind, though she had no idea why.

Wait. Asgore. King Asgore. A strange name for a king, but then nearly everyone in the Underground had a strange name. She… she had been on her way to fight him. No! She couldn't fight him! Not again. Not after what happened last time. But she must. It was her only hope of getting out of the Underground.

(I can't... I can't face him again,) Frisk thought, shuddering as the memory flashed across her eyes.

You IDIOT.

Haven't you learned anything? In this world,

it's KILL

Or BE KILLED.

Frisk began to feel a chill seeping into her body, and shivered. But then what had happened? She had come to the elevator choked with vines, and then... everything had gone white. The whole Underground reduced to a silver smear. So, where was she now?

Taking a small breath, Frisk slowly blinked open her eyes for the second time.

"Ow!"

The child yelped as the brightness once again flooded her vision. She scooted backwards, feeling hard concrete or... something beneath her, and placed a hand over her eyes, before cautiously peering through the cracks between her fingers.

Gray. All she could see was gray. She blinked again and began to make out dark gray edges of stone blocks, black writing scribbled on some of them.

Frisk wrinkled her nose and scrambled up for a closer look at the messages. One said: "Let my ponies go!" and another: "Beware the horse who speaks in shadows."

How could a horse speak in shadows? What horse? There was Aaron, and that one horse she had met at Grillby's, but she was fairly certain they didn't speak in shadows. Was it some sort of metaphor?

Frisk rubbed her hands up and down the baggy sleeves of her purple and blue sweater. After several more seconds of reading the various messages, Frisk turned around to see she was in a small cell, surrounded by criss-crossed thick metal bars. Her bag lay crumpled on the floor a few feet away.

Had Asgore locked her up here, realizing he maybe shouldn't fight her? It made a bit of sense... but then why couldn't she remember anything past the elevator?

But more importantly, how could she get herself out? If Undyne was here, well, she could probably tear the bars apart with her bare hands, but... she would never go against Asgore to save a friend that she had met only a few hours ago. Right now, she was probably still hanging out with Papyrus all the way back in Snowdin.

Suddenly Frisk's mind went back to the time she was "captured" by Papyrus. The bars had been so wide she had no problem slipping out, much to the lanky skeleton's amazement. These bars looked a bit narrower than the ones at Papyrus' house, but still, the same trick might work with them.

Frisk scooped up her small dark brown bag off the floor. Good. Everything was still inside. She then turned sideways and sucked in her breath, pressing her body into the small gap between the bars. Her boot pushed against the rough ground, then nearly shot out from underneath her. She had to grab the bar in front of her to keep from falling.

Frisk pushed again, but suddenly found she was stuck, unable to push herself forward. She tried to slip backwards, back into the cell. Nothing

The little girl closed her eyes and bit her lip, trying to steady her breathing. She sucked in her breath and pushed her foot hard against the floor.

"Uh... hey, are you okay there?"

The bars were so close Frisk couldn't turn her head to see who or what was talking, but their tone was friendly.

"Um… I'm kind of stuck," Frisk said, feeling her face grow hot. "C-could you maybe help me-"

"Already on it."

Frisk felt a sharp tug on her arm. With a squeak she tumbled sideways, landing hard on her side.

"Oh dear, are you alright?" A different voice than the first had spoken, their tone almost as soft and gentle as Toriel's.

"Y-yeah," Frisk blinked, rubbing the grit from her eyes. She looked up and her mouth opened, letting out a small "Oh."

Standing in front of her were two brightly colored pegasi, one yellow with a pink mane and kind eyes, the other light blue with a rainbow mane and tail, wearing steel armour that flashed in the torchlight.

"Are you two... monsters?" Frisk asked, squinting her eyes at the pair.

The blue pegasus huffed. "What are you talking about? We're not monsters! We're ponies!" Her eyes narrowed and she thrust her head forward. "Speaking of, what are you?"

Frisk twisted her hands together behind her back. "Um, I'm a human."

As soon as the words left her mouth, Frisk wished she could take them back. Stupid. Now that they knew who she was, they would surely fight her, try to take her soul. Or maybe they would just drag her straight to King Asgore, and she couldn't go through that again.

But the blue pony simply glanced at the yellow pony, who shook her head. "I've never seen anything like this before."

The blue pony pulled a face, then said, "Well, I guess before we get any further, I should introduce myself and my friend. I'm Rainbow Dash, Second Lieutenant of Celestia's army, and this is Fluttershy, the meekest soldier this world has ever seen."

"Nurse," Fluttershy corrected, ducking her head.

"Anyway, we came down here looking to see if King Sombra's got anypony locked up down here, so we could bust 'em out, and rescue 'em."

"I'm Frisk. But who's King Sombra? I mean, I thought King Asgore was the only ruler in the Underground."

Rainbow Dash held up a hoof. "You haven't heard of King Sombra, the most ruthless pony in Equestria, a pony who is literally made of shadows and darkness? And wait a sec, what 'Underground'? You live with the Diamond Dogs or something?"

"N-no..." Frisk said, her hand tightening around her bag. "I-I just fell down Mount Ebbot. I'm just trying to get back to-to the surface. What is this place? I'm sorry, d-did I do something wrong? I'm sorry-"

The yellow pony glanced at Rainbow and took a small step forward. "Shhh, it's okay," Fluttershy said, her voice as soft as a butterfly's wingbeat. "You have nothing to be sorry about. This land is called Equestria. Right now we're in the dungeons of King Sombra's castle, which is located in the center of the Crystal Empire. I don't know how you got here, but me and Rainbow will do our best to help you get somewhere safe, so we can try and figure this out."

Frisk peered up through her tangled bangs at the two ponies. "Really?"

Rainbow gave a loud snort. "Yeah, really! We'll take you to that one nerdy pony... she's called Twilight. If anypony's able to find out how you got here, it would be Twilight Sparkle. She's been going on for days about this time travel spell that she needs to find, or else the universe will collapse or something."

(Time travel?) Frisk eyebrows pinched together, as she chewed on her lip. (I wonder if that's… no, it couldn't be.)

Fluttershy turned to Frisk. "Here, climb on my back, it'll be faster that way."

"R-really?" Frisk's heart skipped a beat, and she reached out with a trembling hand to touch the pony's soft pink mane. She had always wanted to ride a pony, though she had never quite gotten up the courage to ask one of her guardians. And yet here she was, in the dungeon of another land, about to climb on the back of a pegasus.

Fluttershy knelt down, and Frisk slipped the bag's leather strap over her shoulder before clambering on and grabbing fistfuls of bright pink mane. Soon they were walking after Rainbow down a narrow tunnel with torches hung on the walls. Frisk felt the air warm as they neared each torch, only to shiver once again as they passed.

It felt so strange to have something moving beneath her yet at the same time she felt so tall, almost as if she were ready to take on the world. Frisk felt a small smile tug at the corners of her mouth, and she giggled softly to herself.

Fluttershy's ears flicked back at the sound. "What is it, Frisk?" she asked, turning her head slightly to peer at the child.

"It's nothing," Frisk said. "It's just... you've been so nice. Both of you. I just showed up out of nowhere and-you're just so nice." Frisk dropped her head as she stumbled over the words.

"O-oh, well, thank you," Fluttershy responded, and Frisk thought she saw the pony's cheeks go pink.

Frisk was quiet for a minute, then said. "So, um, who is this... Twilight?"

"We're not exactly sure," Rainbow Dash said. Her wings stirred the air as she hovered just above the ground. Light flickered over her blue fur.

"She just... showed up one day," Fluttershy murmured. "We were heading back to camp during a snowstorm and all of a sudden we saw a purple alicorn running towards us with the most adorable a baby dragon by her side. I was worried she had hit her head or something, because she was going on and on about this pony, Starlight Glimmer, and how she had lost her time travel spell. She was frantic."

"What's an alicorn?" Frisk asked, raising her hand to emphasize the question.

"It's a pony with a pegasus' wings, a unicorn's horn, and an earth pony's strength," Rainbow said. "They're very rare. We've only got two in all the land of Equestria. At least, that's what I thought."

The pegasus frowned. "She said we were her friends in a different time. Heh, the only friend I've had for a long time is Flutters here. Ponies have become a bit closer ever since the war started... but heck..." she shrugged, but Frisk could see she was blinking rapidly. "It's hard to become friends with ponies you know you could be sending to their death any day," her voice cracked a little, then hardened. "We should pick up the pace."

Frisk nodded, her eyebrows knitting together. (With you one day, gone the next,)she thought.

"Anyway, she said that it wouldn't be a good idea for too many ponies to see her, her being an alicorn and all. We found an old warehouse or factory or something for her to stay in. I think it might have been used by Sombra to make those mind-control helmets of his."

"Do... do you think he'll be able to find us there?"

"Nah, he's way too busy fighting against Celestia's army to go investigate some abandoned warehouse. Plus we've been careful to not give him a reason to check it out. But hey," Rainbow Dash turned her head to peer at Frisk. "Why were you locked up there, anyway? Did Sombra find you and toss you in there or what?"

Suddenly Fluttershy let out a startled neigh and jumped. For a split second Frisk felt herself surrounded by nothing, then the ground rushed up and smacked her side. The breath was blown out of her body, the world around her spinning and tilting. Slowly she pushed herself onto her knees, then saw the flower. Golden petals surrounded his grinning face.

"Flowey?" Frisk whispered.

"Woah, Flutters, what's up with you-" Rainbow Dash turned her head and let out a small squeal as her eyes landed on the flower. "Woah!"

"Howdy!" the flower called out cheerfully. "It's me, Flowey. Flowey the flower!"

Rainbow's eyebrows shot up. "Who in the hay are you?"

Flowey "tisked" at the mare. "Gosh, weren't you listening? I already told you, I'm Flowey. Flowey the flower."

"I'm talking to a flower," Rainbow said, the words dripping out of her mouth. "Fluttershy, why am I talking to a flower?"

"I-I don't know!"

"Flowey, what are you doing here?" Frisk asked, her voice still no more than a whisper.

The flower ignored her, his eyes fixed on Rainbow Dash.

Rainbow stared back at Flowey and his dark, toothy grin. "Um, well then, Flowey," she said. "Who are you and why am I able to talk to to you?

"Golly, so many questions, and you haven't even told me your name yet. You ponies sure are rude," Flowey said, his face pouting. "Is this any way to treat your new friend?"

"What-" Rainbow Dash started to say, but stopped abruptly as a bright green vine wrapped around her leg, jerking her forward. Frisk placed a hand over her mouth, feeling as if her heart might jump out of it. At every second she half expected Flowey to turn into that terrifying creature that should only exist in nightmares.

"You idiot," Flowey whispered. "You, of all ponies should know. In this timeline, it's kill or be killed."

Rainbow Dash kicked her hoof violently, freeing herself. She jumped backwards and grabbed the back of Frisk's sweater, lifting the small child into the air. Frisk only had time to catch a glimpse of Flowey's swollen head, shaped almost like a skull, grinning. His shrieking laugh rang in her ears.

Rainbow Dash flew fast and hard, and didn't slow down, not even when Frisk was sure they had left Flowey long behind them.

A solid rock wall suddenly rose in front of them, and Rainbow Dash thrust forward her wings and slid to a stop, her hooves skidding on loose pebbles. She opened her mouth and Frisk tumbled onto her hands and knees.

"Uh, sorry," Rainbow cringed a little, stepping back to give Frisk space to get up. Frisk rose to her feet slowly, brushing off the dust from her clothes. For a second memories clambered into her mind, and she flinched.

"Hey... you okay, kid?" came Rainbow's voice, and Frisk nodded, though it was anything but the truth. She slowly ran her hand over the bag's strap, feeling the rough leather under her fingers and took a long breath.

Rainbow glanced around at the other tunnels, then snorted, stamping her hoof against the floor. "Darnit. Fluttershy must have gotten left behind. She can never keep up. Why did I bring that pony along anyway?"

(Because you didn't want to be alone,) Frisk answered silently, her gaze dropping.

The pony let out a short snort, then said, "Okay, let's just get you to Twilight. This place is really giving me the creeps. Plus, Sombra's army will be coming down here to check on the cells soon, and trust me, we don't want to be around when that happens."

"B-But what about Fluttershy?"

"She should be okay," Rainbow Dash replied as she began trotting down another passageway, this one with steps leading up. The sound of her sharp hooves pounding against stone echoed through the tunnel. "We've come down here more than once, and we've made a plan of what to do, places to meet up again, if we ever got separated."

"But we can't just leave her!" Frisk protested, running after Rainbow and nearly tripping up the stairs. "You said Sombra's army was coming soon! What if they find her?"

"They won't," Rainbow snapped, then stopped short, letting out a sigh. "Darnit, kid." She turned back around to face Frisk. "You're right. Climb on my back."

Frisk stepped onto the step above Rainbow and hesitantly swung her leg over the pony's broad back. She could feel the hard muscles of the pony's shoulders and back underneath her, and almost shivered. She was glad Rainbow had no intention of trying to hurt her.

"There's two passages that lead up to the surface," Rainbow Dash explained as she turned and began heading down the stairs. "We took the shorter one, and Flutters most likely is taking the other one, the one that leads almost directly to that old warehouse Twi's staying at. We don't use it very often because we don't want Sombra's guards following us there."

Frisk simply nodded. She tried to pay attention to the pony's words, but her eyes kept flitting around the passage. This one was darker than the last, with only a few torches. Small puddles of water and cracks littered the floor, and drops of water fell from the ceiling. One dripped directly onto Frisk's nose, and she jerked, before hastily rubbing her sleeve across her nose. It almost reminded her of Waterfall, except this time she was riding a pony instead of walking with Monster Kid, a light pink umbrella held over both their heads.

Oh, Monster Kid… probably the only monster beside Sans that she had become friends with without having to fight, brimming with an endless supply of energy and optimism.

(Will I ever even see him again?)

"Huh. That's weird," Rainbow muttered, her voice breaking through Frisk's thoughts. "I don't remember an elevator being here." She stretched out her neck and sniffed at it, pawing the rusty metal floor with a hoof.

Frisk peered at the old elevator. It wasn't much more than a small metal platform inside a shaft, with a small metal gate. A panel of large buttons was located on the one of the walls.

"Anyway, I could be wrong..." Rainbow continued, stepping inside. The gate swung shut behind them with a clang, and Frisk jumped.

"This seems weirdly familiar," she said, half to herself.

As the elevator began to descend, Rainbow Dash turned her head to peer at Frisk. "So, do you know anything about this Flowey guy?"

(He's a liar.)

"Oh, well... Where should I even start?"

"Beginning's fine with me."

"Well…" Frisk fidgeted. "When I first came to the Underground he-"

Suddenly the elevator shuddered. Before Frisk could even gasp, the floor beneath them dropped, and they plunged into darkness.

o

It was a beautiful day outside. Asgore was watering golden flowers in the throne room, Toriel was baking another cinnamon-butterscotch pie, and someone in the Underground had just been murdered.

Frisk fled. Her breath tore in her throat, and her legs were burning. But she couldn't stop running. Her clothes, her hands were covered in dust. Her hair whipped itself into her eyes, but she didn't bother raising a hand to brush it away.

She tried to flee the horror bubbling up inside her, but it was too fast and grabbed the end of her sweater with long boney fingers.

Frisk tripped over nothing, her face slamming into the rocky ground. Trembling, she got to her knees and crawled into the darkest corner, burying her face in her hands.

Flowey's dark saying had finally come true. They had tried to kill her for so long, and now she had killed one of them.

"I'm sorry, I'm sorry, I'm sorry... I'm s-sorry."

If only there were some way to undo the damage... to go back in time and make it so this never happened...

"I'm so, so sorry..."

o

"Frisk? C'mon, Frisk, wake up!"

Frisk squinted her eyes open, staring up at the pegasus. "...R-Rainbow... what happened?"

"Not exactly sure," Rainbow replied, and helped nudge Frisk into a sitting position. "The elevator dropped, and the next thing I knew we were both on the floor. You must've hit your head or something, 'cause you were out for a good minute or two."

"Yeah," Frisk mumbled, feeling the sore spot on the back of her head. Something warm and sticky slid onto her fingertips and she shivered.

"Here." Rainbow Dash pulled out a clean cloth from a small pouch that hung at her side.

"Thanks." Frisk held the cloth to her head with one hand and dug around in her bag with the other. "Are you okay?"

"Eh, I've gotten worse knocks on the head," Rainbow said with a shrug. "Whatcha got there?"

Frisk pulled out a small golden cinnamon bunny and began nibbling on the edges. The sweet nearly melted in her mouth, and seconds later she felt the pounding in her head decrease. "I don't know why, but food always seems to help when I get hurt," Frisk said between bites. "Do you want any?"

"Um, nah, I'm good. I think I'll go check out where we landed."

With considerable effort, Rainbow wrenched the dented door open, both door and pony groaning in protest. For a moment she stood motionless in the opening, then her ears twitched forward. "Wait a second. I hear someone."

Frisk gulped down the rest of the cinnamon bunny and crept up beside Rainbow, placing a hand on the pony's side. For a second she could see nothing but more hallways with gray curved ceiling supported by thick wooden beams. Then a yellow blur shot out of nowhere, and Fluttershy tumbled in a heap in front of them.

Rainbow let out a small snort. "Took you long enough," she said, holding out a hoof to help Fluttershy up.

But the pegasus jumped up on her own, her wings beating almost as fast as a hummingbird. "Oh-oh Rainbow! Th-thank goodness I found you! You won't believe what I've found!"

Rainbow placed a hoof on Fluttershy's shoulder and lightly pushed her to the ground. "Calm down, Flutters. What'd ya find?"

"Was it Sombra? The pony of shadows and darkness?"

"Oh no," Fluttershy shook her head like a dog shaking after a bath. "It's-oh, I can't describe it. Just-follow me!"

Rainbow turned to Frisk a small grin pulling at the corners of her mouth. "Well, if you don't mind the detour, let's go see what she found."

At Rainbow's nod, Frisk clambered back on the pony's back. She twined her fingers in the pony's mane, the coarse hair feeling like the finest silk beneath her rough, scarred fingers. Rainbow began walking after Fluttershy, and Frisk let her shoulders slump, let her mind begin to wander.

(I wonder what this world looks like, up above. Is it as pretty as Earth? Or has the War destroyed it? I wonder what Fluttershy found. She didn't look scared so it couldn't have been something bad-)

Frisk's head snapped up as Rainbow let out a loud gasp. In a cell in front of her were three strange creatures. The first was a tall, lanky skeleton with a torn red scarf, pacing up and down and muttering to himself. The second was another skeleton, much shorter and rounder, who wore a blue coat with a fur-lined hood. He was leaning against the wall with his eyesockets closed. The third was a tall, furry goat woman, dressed in a purple robe with some sort of symbol emblazoned across the front.

"What..." Rainbow trailed off. "Who... who are you guys?"

Frisk slid off Rainbow's back, blinking rapidly. "They're my...I... I know these guys," she said. "They... live in the Underground. The place I was before I came here."

The short skeleton, Sans, pushed himself off the wall, resting his hands on the bars. "hey kid, it looks like ya got quite the tail to tell. but before we get into all that, mind getting us out of here?"

Rainbow shook herself. "Uh, y-yeah," she muttered and pulled out a key. It fitted into the lock with a solid click, and the door swung open.

"Um, hey guys," Frisk said and lifted a hand in a small wave, before she suddenly found herself in the arms of Toriel. Without thinking, Frisk stiffened, then reminded herself it was only Toriel. A warmth settled into her soul as she wrapped her arms around the goat woman's waist, breathing in the smell of baking and fire magic.

"I was so worried about you, my child. Such a dangerous journey for one so young," Toriel murmured. "But I see Sans has been keeping you safe."

Frisk swallowed. (Um... well... I guess...) She stepped back and shrugged her shoulders before she was grabbed from behind by two boney arms.

"MY TURN TO HUG FRISK!" the lanky skeleton, Papyrus, exclaimed, sweeping Frisk off her feet in a nearly bone-crushing hug. Frisk simply giggled.

"I can't believe it... you guys are all here too," Frisk said as Papyrus set her down with with a thump.

Sans dug his hands into his pockets, his eyes glancing around the dungeon. "about that... hey kid, do you have any idea why we're all here?"

The question was innocent enough, but Frisk could feel the skeleton's gaze burning through her. As if he was somehow blaming her for all this. As if... shewere somehow responsible for all this.

"N-no, I don't, I really don't," Frisk said, but it sounded hollow in her ears.

"We found her locked up in a cell just like you guys," Fluttershy began. "And-"

"YOU RESCUED FRISK? HOW VERY KIND OF YOU!" Papyrus said, and bounded over to give Fluttershy a hug that almost lifted the pony off her feet.

"O-o-oh d-dear," the pony squeaked, while Rainbow Dash collapsed on her side, helpless with laughter. Sans let out a hearty chuckle, and even Frisk giggled, though she tried to hold it in for Fluttershy's sake.

"Papyrus, please, put that poor creature down before you terrify her even further," Toriel said, holding out her paw-like hands.

With a sheepish grin, Papyrus let Fluttershy go, and the pegasus scrambled away from him to Frisk's side, her head up and her eyes wide.

Papyrus gave a sweeping bow. "I, THE GREAT PAPYRUS, DO APOLOGIZE FOR STARTLING YOU, STRANGE YELLOW PONY."

"I-it's a-al-alright," gasped the shaking pony.

Rainbow heaved herself up, still letting out snorts of laughter. "Alright, you guys. Me, Fluttershy and Frisk here were just on our way to go see a pony called Twilight to see if she could help figure this all out. I'm supposing you guys don't mind coming along?"

"OF COURSE NOT! LET US GO AND FIND THIS TWILIGHT AT ONCE! I SHALL MAKE HER DO AWFUL PUZZLES AND THEN FIGHT ME, AND WE SHALL BECOME GREAT FRIENDS!"

With that inspiring speech Papyrus bounded off down the tunnel.

"Uh, Papyrus? You're going the wrong way!" Rainbow yelled after him.

Frisk shook her head at the scatterbrained skeleton, but something twisted inside her.

(Why are we here? Was it because of something I did?)

o

Frisk hunched over as the wind whipped her hair into her face and pelted her skin with snowflakes. Her small boots sank deep into the snow, making each step a struggle. Her teeth were chattering so hard her vision was shaking. But it wasn't like there was much to see anyway.

"hey, kid," she heard San's voice beside her. "you're shaking like a leaf. take this."

Frisk turned her head to see Sans shrug off his thick blue coat. He held it out to her, the thin white t-shirt he wore underneath whipping back and forth in the wind.

For a moment Frisk hesitated, her gaze glancing from the coat to Sans. "A-are y-y-you sh-sh-sure?" she asked. Her chattering teeth made it difficult to speak.

"yeah, i'm fine. me and pap, we're used to this. we get snowdin all the time."

"SANS!" came a muffled cry from somewhere to their left.

"Th-thanks," Frisk said, and took the rough material in her hands. She slipped on the loose, surprisingly warm coat and felt her shivering decrease.

"so frisk," Sans continued, "why didn't you tell me earlier that you got to stay with toriel for a bit? i mean, how cool is that?"

Frisk rolled her eyes. (Well, yeah, it was 'cool', except when I... had to leave her behind. I didn't tell you before because you kinda scared me with your whole 'you'd be dead where you stand' speech, and then you just disappeared.)

"Well..." Frisk glanced over at the skeleton. His usual grin had turned into a grimace and he was rubbing his forehead with one hand. Frisk bit her lip. "Sans?"

He didn't answer.

She cleared her throat, speaking louder over the whistling wind. "Sans? Are-"

Sans' head jerked up. "yeah, yeah, kid. I'm fine."

"Are you sure? Do you want your coat back?"

"nah, i'm fine. really."

Frisk was about to protest, when a large gray shape slid into her sight.

"Welcome to the current living quarters of Twilight Sparkle," Rainbow Dash announced, sweeping out a hoof dramatically. "Also known as Creepy Warehouse No. 13."

She led the small group to a metal door with some sort of warning posted on the front, then shoved it open, the hinges screaming in protest. Frisk winced at the sound.

"C'mon you guys, this door's heavy," Rainbow groaned, leaning her weight against the door to keep it open.

Frisk ducked inside, warmth washing over her body. She handed Sans his coat back, then turned her attention to studying the inside of the warehouse. It reminded her of one of those "mad scientist" labs Frisk had seen in an old black and white movie that one of her guardians had always loved to watch.

The very air hummed with electricity. Glass jars of different shapes and sizes lay cluttered on every table, filled with all kinds of colorful substances. The walls were covered with bits of paper, notes and diagrams scribbled all over. The only space that wasn't covered were the four large windows, two on one wall and two on another, which were criss-crossed with metal bars. Whiteness flooded through the windows, leaving odd, square patches of light on the floor.

A small staircase led up to a sort of loft, where Frisk could see a light purple pony with wings and a horn levitating a piece of paper in the air. Beside her stood a tiny green and purple dragon.

"Hey Twi!" Rainbow hollered to the alicorn. "We've brought something back for you."

"Be down in a second," the alicorn replied. She set down the paper, and leaped over the small railing, gliding gracefully to the floor in front of Rainbow.

"What-oh..." the alicorn's voice suddenly trailed off as her eyes landed on the group.

Papyrus beamed at her. "GREETINGS!"

The alicorn didn't respond, simply turned her head to shout, "Uh, Spike? Spiiiike!"

"I'm coming, I'm coming!" the dragon, Spike, said as he thumped down the stairs.

"Spike..." the alicorn cleared her throat and turned to the dragon. "Do you see this? Or have I stayed up one too many nights?"

Spike looked up at them and frowned. "Both."

"Spike! That's not helping!"

"Look, Twilight," Rainbow broke in. "Me and Flutters found these guys in a cell in Sombra's castle. We decided to break 'em out and bring 'em to you, see if you could do anything."

"Me?" Twilight squeaked. "Why me?"

"Well, we thought... since you've been trying to figure out some strange things..." Fluttershy began.

"Wait a second." Twilight trotted up to Sans. "I've seen you before." Her gaze locked onto Frisk's and the child drew back a step, squinting. "You too. There... there was a talking flower with you."

The room exploded with noise, several voices clamouring over each other.

Rainbow said, "That creepy little demon that tried to kill me?"

At the same time Toriel broke in, muttering, "That cruel, wicked thing."

"MY NEW FRIEND!" Papyrus exclaimed, his eyes sparkling.

"Flowey?" Frisk asked.

"wait a second." Sans frowned. "how come i'm the only one who doesn't know anything about this... talking flower?"

Frisk swallowed. "Well, he was the first monster I met in the Underground."

"I found him tormenting this poor child down in the ruins. Naturally, I couldn't stand for that," Toriel said with a disapproving sniff.

"WHAT? BUT I THOUGHT HE WAS NICE! HE SAID I WAS THE MOST EXCELLENT PUZZLE-MAKER HE HAD EVER SEEN."

"That's just the thing." Frisk looked at the floor and scuffed her boot against the hard stone. "He acts like he's your friend at first. But he's not."

"Or he just acts like a total creep," Rainbow muttered.

"But then what was he doing with you two?" Twilight said.

"I don't know." Frisk searched her memory for instances with the flower, but the most recent times she could think of was the flower's empty promise, and the time with Rainbow. Nothing with Sans or Twilight. "I'm sorry, Twilight, I-I've never seen you before. What... when did you see me and Sans?"

"Um..." the alicorn smacked a hoof against her forehead, grimacing. "I haven't got the faintest idea. Everything's so messed up."

"Well, I'm curious to see how this turns out, but we'd better get going. Spitfire will be wondering where I am, and Fluttershy's probably got a bunch of patients to tend to. We'll be back tomorrow; tell us if you've figured anything out," Rainbow Dash said, and waved as she headed out the door.

"It was nice seeing you again, Twilight. Goodbye Frisk!" Fluttershy called.

Frisk lifted her hand in a wave. " 'Bye, and... thank you!"

"So, I suppose you guys have quite a few questions," Twilight finally said. "I probably can't answer them all. But at least I can give you my side of the story."

"Better get comfortable," Spike muttered, pulling out a cushion from nowhere and simply sinking down on it.

Toriel pulled up a metal folding chair, so different from the plush armchair back in her home. But at Toriel's smile, Frisk clambered up onto the goat woman's lap.

"Thanks..." Frisk's voice trailed off. The word "Mom" died away in her throat, and she swallowed, hard.

o

"so lemme get this straight," Sans said, leaning forward in his chair, "you meet this pony, starlight glimmer. you destroy her little 'equality' town. sometime later she comes back for revenge with a time travel spell. in an effort to destroy your friendship she disrupts the time-space continuum and leaves a ripple effect that creates a different reality. several, actually. you manage to convince her to stop, but then it all just goes white and you find yourself in the first alternate timeline."

"That's pretty much it," Twilight replied. "Except, things are different this time around. Little things. Like I don't remember Applejack mentioning any 'mind control helmets'. And look at this." Twilight's horn lit up with a magenta glow, and a small pocket watch lifted off the table. The hands were gone and the glass was cracked. "All the clocks here are broken. But the worst thing is, I've lost both the castle's map and the time travel spell. Without them, I can't go anywhere. We're just... stuck."

"DO NOT WORRY, SMALL PONY. I, THE GREAT PAPYRUS, WILL SURELY COME UP WITH A WAY TO SET THINGS RIGHT."

"Just when I thought we couldn't get any worse than Trixie," Spike muttered.

"But I'm just not sure if there is a way out," Twilight said around the feather she had started chewing again.

"Is there any way we can help you?" Frisk asked.

"I don't know. I've been stuck in this timeline for a almost a week now. I've grabbed every bit of information I could get my hooves on, ran quite a few tests, but... nothing."

"maybe you just need a fresh pair of eyes. i'd like to come and see some of the stuff you've been workin' on, if you don't mind. i doubt i'll be able to do much but it looks like some of those clocks really need a hand."

"Well..." Twilight hesitated, her eyes flicking back to the balcony. "Alright... Sans, was it? I guess it couldn't hurt. Follow me."

As they headed off, Frisk wandered over to one of the tables, peering at the broken pocket watch. It wasn't long before she felt Papyrus' breath tickle her ear.

"WHEN HE ISN'T SLACKING OFF, SANS ALWAYS ENJOYS DOING... WEIRD SCIENCE-Y STUFF," Papyrus said. "HE KEEPS TRYING TO TALK TO ME ABOUT TIME TRAVEL." He narrowed his eyes. "ABSURD. TIME TRAVEL MOST DEFINITELY DOES NOT EXIST IN THE UNDERGROUND. IF IT DID, I WOULD CERTAINLY KNOW ABOUT IT. NYEH HEH HEH."

Frisk's smile dropped at the first mention of "time travel". She backed up from the table, a gnawing sensation forming in her stomach. Did Sans know? Did he remember what she did?

At that moment, Frisk felt her soul quiver. It was that same quiver she always felt right before a fight would begin. Frisk glanced around, her hand closing around the end of her sweater. The only monsters in the warehouse were her friends. They had no reason to fight her. So then why-

The world errupted into red, slamming her into the ground, the weight of the blow nearly crushing her. A explosion shattered through her ears and down her spine, leaving her breathless. The air burned her throat, and her heart pounded in her ears. Frisk squeezed open eyes she didn't even know she had closed, but all she could see was a red haze.

Papyrus jumped into her vision. His jaw opened and closed, but no words came out. A high-pitched ringing began to fill Frisk's ears and she blinked, trying to understand.

"HUMAN!" Papyrus' muffled voice finally broke through the ringing. "GET UP, WE HAVE TO GET YOU OUT OF HERE!" He reached out and grabbed Frisk's hand, pulling her up.

"W-what? What's going on?"

Papyrus pointed. Frisk followed his hand and saw scores of ponies, all with glowing green helmets, pouring in through a large hole that had been blasted though the wall.

"Oh no."

"Get out of here, you guys!" Twilight yelled, scrambling up from among the rubble. "Spike, get them out of here! I'll try and hold them off."

"I think I can help you with that," Toriel said, with a grimace, a fireball materalizing in the palm of her hand.

Frisk felt her breath coming in gasps as her gaze frantically darted around. Run? Where could they run to? And... where was Sans? Frisk covered her mouth as her eyes landed on the balcony. It was nearly buried in rubble.

"Papyrus... look."

Papyrus' eyes grew huge. "BROTHER!" he yelled, and took off running.

Frisk followed, diving underneath one of the pony's slicing hooves. Broken bottles lay littered across the floor, the fluids mixing into a sort of brown. Frisk's boot skidded on a piece of broken glass and she nearly slammed straight into one of the ponies before he was knocked aside by a blast from Twilight's horn.

(Please let that have only wounded him.)

Frisk dodged another blast of magic, nearly falling flat on her face. The air around her was filled with screams, grunts, whinnies, shrieks. Flecks of blood mixed with the potions; a stench rose up to choked the air.

(This is what a battlefield must look like. This is what their world has come to. I have to help them. I have to help them make things right again.)

Frisk was shoved against a wall as a pony charged past her, towards Toriel. Her bag thumped against her side, her eyes were wide. She spotted a gap and darted forward, her eyes searching for Papyrus' flashing red scarf.

There had to be someway to pacify them... but this was different from the times in the Underground where she would pacify one or two monsters at a time. This was a battlefield.

"Please," Frisk whispered as another pony galloped towards Twilight, the eye openings of his helmet glowing green. "Please, stop!"

Oh, I'm afraid that isn't going to work.

A low, hissing voice reached her ears, sounding like steam escaping from a vent. Frisk looked up and inhaled so sharply it almost sounded like a scream. Standing in front of her was a large black horse. His pupils glowed red and the whites of his eyes were not white at all, but rather green, with purple spilling out of the corners. His red curved horn crackled with magic.

Here we are. The little traveler I've heard so much about.

Frisk ducked to the left. She opened her mouth the call for help, but she suddenly found herself flung into the air. She was held midair by magic, much like Twilight's watch.

Oh no, no, no. I'm afraid the others are too busy to come help right now. Come along, little one, don't be shy. Tell me, what is the secret to this travelling between worlds?

"How did you find us?" Frisk said, twisting her body, struggling against his invisible bonds.

You seem like a clever child. I'm sure you'll figure it out.

Frisk thought for a moment, her nails digging into the leather strap of her bag. "You saw us in the tunnel. We stayed down there too long." Because she had wanted to stay and find Fluttershy.

The shadow pony let out a small laugh. See? You didn't even need my help. Now tell me. What is the secret to your power?

Frisk squeezed her eyes shut, feeling her soul quiver deep within her. "I... don't know," she whispered.

Sombra lifted his lip in a snarl, showing teeth that were much too sharp to belong to a pony. He opened his mouth but was cut off as a blast of white fire hit him in the side.

Frisk dropped to the ground on her hands and knees, gasping for breath. She glanced up just in time to see a boulder flying directly towards her. She didn't even have time to gasp.

"FRISK!"

It was the last thing she heard before everything went blank.

A/N: Reviews are food to an author. Don't let me starve!