- Currently under construction of course. Some help would be appreciated.Spoilers abound at the moment, as the page is still under construction.
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The Mane SixThe heroines of the story; the six ponies representing the Elements of Harmony have found themselves in a new, hostile world. In order to make their way home, they must brave treacherous terrain and the twisted forces of nature, all the while trying to keep their little group from falling apart at the seams...Also, seeing as how one of the big pulls of this fic are the action scenes, the Mane 6 are treated to a substantial power boost later on in the fic, enhancing their individual abilities to levels beyond what they were capable of in the show.
Tropes applying to the Six as a whole:
- Fish out of Water: The Mane Six serve as a sort of Audience Surrogate, as despite being established characters in their own world their journey in the story places them someplace completely different from their own. They are so poorly-equipped when they first arrive that if not for Flathoof's intervention, they'd have been jailed within hours of arriving in the city.
- True Companions: It's being tested, certainly, but they are still this.
Magic of the Arcane
The de-facto leader of the Mane Six. Now in the hostile environment of Equestria-V, though, she must learn to put her leadership skills into practice if she and her friends are to make it home in one piece.As an Arcanist, Twilight is capable of channeling the power of the Stars, causing her power to grow in relation to the bond she has with her friends.
- Adorkable: Due to the circumstances of the story, this doesn't show up quite as much as usual, but it's still there. When she misinterpreted the "fun" that Briarthorn was intending to show her, it wasn't just hilarious, but classic Twilight Adorkable as well.
- Anti-Magic: Specifically, she and Starlight Shadow draw their magic from opposite ends of the spectrum, and thus, cancel each other out via massive feedback, severely injuring both. Starlight quickly recovers from hers thanks to Insipid copying her powers, but Twilight takes several chapters and four in-fic days to recover from hers.
- Awesomeness by Analysis: Oh yes.
- Barrier Warrior: This and Teleport Spam are still her favored forms of magic. The Barrier Warrior thing seems to run in the family.
- Beware the Nice Ones: She was already the most powerful unicorn around. Now she's leveled up like a freakin' Super Sayan.
- Character Development: She's long been the unofficial leader of the team. Now she has to learn to be the official leader. It's not easy.
- Child Prodigy: Well, yeah.
- Deadpan Snarker: With a fellow snarker to snark against in Tick Tock. At first this puts them at odds with one another, but they have since bonded quite nicely.
- Determinator: She goes through a lot more in this story than the series proper, and is still bound and determined to get her and her friends home.
- Fire-Forged Friends: With Tick Tock. The two began their relationship at first as two bickering ends of an ever-going argument, but over the past week of in-fic time, they have put that behind them and bonded as very close friends.
- Glowing Eyes of Doom: Seriously. Watch out for these.
- Humble Heroine: Deconstructed a bit in that she honestly doesn't feel herself a capable leader, which has led to some...questionable choices.
- Inferiority Superiority Complex: See above.
- The Kirk
- The Leader: Being tested like all get out.
- Lovable Nerd: She and Tick Tock really try to out-nerd each other in magic theory. Twilight's the lovable one.
- New Powers as the Plot Demands: Yes, she receives quite the power upgrade, but when has she ever done a Doppelgänger Attack before? Of course, considering that in canon a new unicorn spell is invented for almost every occasion or purpose (including pottery), it's safe to say Twilight knew these spells and is finally getting a chance to put them into practice.
- Pride: Gets in her way a few times, especially after Starlight's corruption takes hold of her.
- Robe and Wizard Hat: In Chapter 27, upgraded her old stage magician outfit from Chapter 3 to be a legitimate wizarding outfit reminiscent of other known spell-casters from canon, such as Starswirl the Bearded and Trixie (though only the former is mentioned by name, the color scheme is similar to the latter's coat colors).
- Squishy Wizard: After an intense battle with Starlight Shadow, Twilight spends several chapters completely out of it.
- Superpower Lottery: Made off pretty well, honestly. True, it's basically "The same as usual, but better," but Twilight was already pretty damn powerful to begin with.
- Weak, but Skilled: Not in relation to other unicorns, which she already greatly outclasses, but in comparison to Starlight Shadow, she has slightly weaker Magic, even as an Arcanist. She makes up for this by being more flexible and more proficient at improvising with her magic than Starlight, who despite her claims to the contrary, isn't very good at much other than Brute force magic.
- Affectionate Nickname: "Sugarcube," natch. Called Flathoof, who she is attracted to, "Sugar" for a while, but then suddenly stopped after Curaçao's deception took hold over her. Got back into calling him by that name in Chapter 30.
- Funetik Aksent: Y'all should know th' ol' Tennessee drawl by now. In Equestria-V, apparently everybody from Utopia has a similar accent, and a few side characters are proof of that. Queen Blackburn claims her accent resembles that of the port city of Newhaven on the southern continent.
- Badass Normal: Before the empowering the cast gets, she's still able to stand fairly well against Grayscale Force and her gravity powers. Woah.
- Bruiser with a Soft Center
- Brutal Honesty: Is not afraid to tell Twilight or Rainbow Dash how it is.
- The Clan: She's separated from her clan at the moment, and really wants to get back to them.
- Determinator: See Badass Normal above.
- Elemental Powers: In her case, fittingly, it's earth.
- Family Business: Sweet Apple Acres, of course. The fact that Equestria-V doesn't have apples shocks her to the core, and her name provides a heap of confusion for multiple characters.
- Kick Chick: She still likes her kicking, even with the other powers. Of course, now her targets are getting kicked with solid rock, and Applejack can throw all of her force into it without fear of injury.
- The Lad-ette: Fortunately, she's given a pair of jeans and a work shirt to wear.
- Nerves of Steel: After witnessing Rainbow Dash throw an AMP Trooper several yards and snapping its legs in Chapter 8, Applejack declares that she never wants to fight against a pegasus in a real tussle. Doesn't stop her from running straight at Grayscale Force, who, unlike Rainbow Dash (at the time), has superpowers.
- Never Bareheaded / Nice Hat: Her hat is explained as being her late father's - a common fan theory - so she never goes anywhere without it. Lost it in battle in Chapter 26, and it's really quite devastated her.
- Number Two: She is Twilight's unofficial second-in-command, something Curaçao picks up on and uses to help Applejack become more comfortable in the position as a navigator, driving Tick Tock out of the role and driving a wedge between the pair.
- Ship Tease: Really likes Flathoof. Unfortunately Curaçao threw a major monkey wrench in the gears of that ship via playing on the subtle fear that Applejack has of the whole Brother-Sister Incest connotations, and through a jealousy of the non-existent relationship between him and Tick Tock. They finally makes amends in Chapter 30 when she straight up asks and apologizes.
- The Reliable One: Still pulling through, no matter what Rainbow Dash thinks.
- Team Mom: She's the one keeping everyone together, even at their lowest.
- Ace Pilot: This put her on even keel with Havocwing before everyone else Took a Level in Badass.
- Anti Heroine: Not only is she the member most likely to go in for violence, but she's become increasingly grumpy over the course of the story. She's gotten better about it though as of Chapter 23, but is still rather hotheaded.
- Badass: Seriously. She was pretty badass before gaining Elemental Powers. Now? Be afraid. Be very afraid.
- Big Ego, Hidden Depths: Rainbow Dash has some seriously pressing issues with being seen as weak or incapable, as she is in canon.
- Blue Boy Pink Girl: Officially in a relationship with Pinkie Pie. They fulfill both the color and personality requirements for this trope.
- Boisterous Bruiser: Who do you think was most excited about the possibility of showing the Mean Six just what she could do with her new powers? Go on, guess.
- Brutal Honesty: Sure, it was mostly as a result of a Rant-Inducing Slight, but a lot of what she said actually is stuff that needed and still needs to be worked out before things are done.
- Character Development: She's the first to actually finish her personal Story Arc, going from Commander Contrarian to loner jerk, then back to Element of Loyalty.
- Combat Pragmatist: She fights dirty.
- Commander Contrarian: Long one of her weaknesses, but Grayscale Force exacerbates the problem. She grows out of it in Chapter 23.
- Does Not Like Men: Rainbow has some issues with stallions that has yet to be properly addressed, and especially takes issue with smooth-talking ones (nice or not) that she perceives as just trying to get into bed with as many mares as possible. For much of the fic, this leads her to despise Lockwood for no real reason, but she does not treat Flathoof the same at all. She treats Briarthorn with nothing but disdain.
- Elemental Powers: She has a control over the weather that rivals Storm of the X-Men, the difference being that it's based around her flight.
- Everything's Better with Rainbows: Her new powers basically revolve around weaponizing this.
- Everything's Better with Spinning: How she makes tornadoes.
- Jerk with a Heart of Gold
- The Lad-ette: Oh, yes.
- Leeroy Jenkins: Her fighting style in a nutshell, though she can think out strategies when she needs to.
- Lightning Bruiser: Both literally and figuratively.
- Personality Powers: Yes. Her weather powers stem from her Loyalty because, as Gilderoy says, loyalty is like the wind - with it at your back, your can go anywhere, but when absent, you'll stagnate.
- Super Speed
- Tomboy and Girly Girl: With Pinkie Pie. Guess which is which.
- Ermine Cape Effect: Rarity's new outfit in Chapter 27, directly inspired by her Princess Platinum costume from Hearth's Warming Eve, is her attempt to invoke this trope. Briarthorn is, to her fantastic surprise, not at all convinced that it will impress the Queen of Hope's Point; he ends up being right.
- Graceful Ladies Like Purple:
- Insult Backfire: Rarity's attempt to insult Starlight Shadow's Sesquipedalian Loquaciousness by calling her a thesaurus brilliantly backfires when Starlight in turn shows that she's actually been keeping said Sesquipedalian Loquaciousness to rather tame levels by firing an insult right back at Rarity that is so complicated that Rarity doesn't understand what was just said at all.
- Lady of War: She shows herself to be fully capable of handling combat alongside the likes of Applejack and Rainbow Dash, though her lesser constitution puts her in a supporting role. However, as her fight with Curaçao shows, she's not afraid to get dirty either.
- The Matchmaker: Rarity fancies herself one of these, actively trying her best to get Fluttershy and Lockwood together because she believes they share a strong chemistry and that Lockwood would be a good influence on Fluttershy's tendency to bottle herself up. Unfortunately, this comes to bite her when she learns that Lockwood is already engaged to Queen Blackburn.
- Status Buff: Rarity's power is the ability to unlock and empower the potential magical abilities within any other pony. The unlocking bit is permanent and allows that pony to realize and utilize their own powers completely independently of her, but she can also maintain the spell in order to enhance the abilities they already have. This comes in handy when the party is forced to fight against the Mean Six while they are starving, missing a member, and have two other members disabled, as without her power boosts it in uncertain if Applejack or Flathoof would have been able to handle all the punishment they get from Havocwing and Red Velvet, respectively.
- Wine Is Classy: Rarity invokes this in Chapter 28 when choosing to partake in a glass of wine rather than the beers the rest of the party is drinking. She is shocked that Tick Tock doesn't want to join her, but that Pinkie Pie does.
- The Beastmaster: Fluttershy is as always an expert animal handler, and is given a pet Spirit Familiar, Ophanim, to help her use this power to defend herself and her friends in battle.
- Beware the Nice Ones: As in canon, Fluttershy really tends to step up to the plate when her friends are threatened.
- Cowardly Lion: Fluttershy would prefer not to fight at all, but as above, will not hesitate to defend her friends from harm.
- Friend to All Living Things: Fluttershy's ways with animals allows her to bond with Ophanim to astounding levels, allowing him to connect with the various spirit animals of the northern continent that are long since gone. Unfortunately, Gargantuans are not considered animals, but monstrous abominations, and as such she can't communicate with them.
- The Heart: Fluttershy essentially serves as this for the Mane Six, and pairs up with Lockwood as The Heart for the group as a whole.
- It's All My Fault: Fluttershy blames herself for Lockwood's injury in Chapter 20, and despite him constantly asking her not to, she continues to blame herself for it and belittle herself because of her inability to prevent it.
- Jerkass: Is spurned on to become this after being pushed to pursue Lockwood, then finding out he is to be married to Blackburn.
- Jerkass Realization: She realizes how she's been acting just like Havocwing after she pushes Ophanim too hard an causing him to die.
- The Load: Fluttershy fears that she is this for her group early on, especially after suffering a critical injury at the stinger of a Gargantuan that puts her first into a coma, and then severely weakens her ability to walk and fly for several chapters. After receiving Ophanim and with Lockwood using his own abilities to remove her weakness and take it into himself, she is no longer The Load at all.
- Alliterative Name
- Attention Deficit... Ooh, Shiny!: Considerably downplayed, but still there.
- Awesomeness by Analysis: She's aware of a lot of tropes and other conventions of genres outside what the ponies normally have to deal with. This has come in handy a number of times.
- Beware the Silly Ones: She's a living breathing cartoon character in a setting that is decidedly not cartoony. She is also one of the most powerful characters among the two main groups due to how her powers work.
- Big Eater: When they finally get some real(ish) food, that is.
- Blue Boy Pink Girl: Officially in a relationship with Rainbow Dash. They fulfill both the color and personality requirements for this trope.
- Breaking the Fourth Wall: Of course! Pinkie's ability to do so not only let's her know that she's within a piece of written fiction, but to be able to manipulate reality subtly to her advantage.
- Bunny-Ears Lawyer: Her friends know her well enough to know that if she says something is serious (or if her Pinkie Sense is going off) to listen to what she says. To everyone else, she's just insane.
- Cloud Cuckoolander
- Expressive Hair: Happens a few times; the one time it goes completely straight is after her first fight with Red Velvet.
- Extreme Omnivore: Still basically eats anything, though she still shows a surprising amount of knowledge about what she's eating.
- For Happiness: Her powers explicitly are powered by this.
- Genius Ditz: She knows how certain things work and is amongst the only characters not to get totally blindsided by a great deal of the fic's events.
- Good Is Not Dumb: See Bunny-Ears Lawyer and Beware the Silly Ones.
- Inexplicably Awesome: Her powers are explicitly stated as being inexplicable. Even scholars who study all forms of magic have little real knowledge about how her particular field really works, so they've basically said "screw it" and stopped trying.
- I Know Kung-Fu: Apparently Pinkie's been watching The Matrix, and attempts to intimidate Curaçao with her knowledge of martial arts. Unfortunately, Curaçao is better.
- Imagination-Based Superpower: Pinkie can do literally anything she wants so long as it's not declared to be outright impossible by the cast.
- Instant Costume Change: Pinkie switches into the costume she chooses to use to represent her newest assortment of powers at a whim, so quickly that even the observant and quick-minded Curaçao doesn't actually see it happen.
- Jabba Table Manners
- Left the Background Music On: Pinkie often plays a sample of music to go along with her battle scenes in order to pump herself up. Specifically, in Chapter 16 she fights to several pieces of Final Fantasy music; in Chapter 21, Super Smash Bros.; in Chapter 24 she attempts to listen to some Metal Gear music, but Curaçao prefers something with more class so instead they fight to French opera.
- Curiously, despite fighting as a Spartan-II in Chapter 26, she didn't do so to any sort of music from the series in that chapter (she does in Chapter 29 though). She also doesn't use any Resident Evil music to fight in Chapter 20 despite dressing up as Jill Valentine.
- Motor Mouth
- Personality Powers: She's the element of laughter. Her powers exist to make the reader, her friends, and herself laugh.
- Precognition: The Pinkie Sense, natch. It pops up where convenient, just like in canon, and has saved her friends' lives on more than one occasion.
- Pop-Cultured Badass: Pinkie has made a self-conscious decision to relegate her powers in any given combat scenario to certain aspects of pop culture, which is perfectly acceptable as it places her on relatively even terms with everyone else.
- Weaksauce Weakness: Pinkie's power relies on a very crucial concept - believing is seeing. She can do just about anything she wants, so long as those who observe it and are able to comment on it believe in what they're seeing. Mentioning that what she's doing is impossible suddenly makes it very much so, and as such her allies have neglected to mention that to anyone outside of their sphere of influence. Unfortunately for Pinkie, Curaçao is quickly able to pick up on what the weakness is in the midst of combat and counters her.
Flathoof & LockwoodA duo of Stallions who aid the Mane 6 in their quest to return home. Flathoof is a Reasonable Authority Figure that bonds with Applejack while Lockwood is the guy who helps keep the larger group together along with Fluttershy.
Tropes that apply to both:
- Heterosexual Life-Partners: It's become a running gag that somebody thinks they're gay. This irritates Flathoof to no end, but Lockwood likes to roll with it.
- Nice Guy: Some of the nicest in all of New Pandemonium.
Reasonable Authority Figure
- The Big Guy
- By-the-Book Cop
- Expy: Of Big Macintosh as confirmed by Word of God. Also referred to on more than one occasion in-universe, which bothers Applejack.
- The Fettered: Flathoof knows New Pandemonium City is corrupt as all get out, but stands by his own values and is a better pony because of it.
- Mighty Glacier: becomes this after finding out his Super Strength.
- Reasonable Authority Figure: In spades.
- The Reliable One: His reputation in Pandemonium.
- Super Strength: With the Required Secondary Powers of Super Toughness.
- Accidental Pervert: When Rarity comes in to check on Fluttershy, she momentarily forgets she was just in a bath. She promptly lashes out at him.
- Break the Cutie: When gets hit with the Red Death. It doesn't stop him from joking, however.
- The Heart: Shares this role with Fluttershy.
- Knows a Guy Who Knows a Guy: He has a wide web of connections from Pandemonium to Hope's Point. It's basically his special talent.
- Non-Action Guy
- The Pollyanna: Despite being practically crippled, he still keeps looking forward.
- Scars Are Forever: His affliction with the Red Death curse has permanently rendered his left wing crippled and disfigured his left eye.
Tropes applying to Chrononmancers as a whole:
- British Accents: The only known Chronomancers have distinct accents that aren't very common in their respective worlds.
- Time Master: The Chronomancers have time-based powers. Time Turner is more in tune with a certain Time Lord, Tick Tock is a little different but still has the same abilities, knowledge, and accent. As Chapter 27 reveals, Tick Tock, as a unicorn, is able to use Chronomancy more directly without the use of a Timekeeper.
Master of Time
The Chronomancer of Equestria-V. Serves as a guide for the Mane Six in their travels. Is the primary target of aggression from Silvertongue and his minions, as Silvertongue considers her involvement a threat to his schemes.
- Born Unlucky: Tick Tock is ridiculously unlucky, a trait that unfortunately seems to have affected her traveling companions as well. They often end up in bad situations through no fault of hers others than happenstance and probability.
- Bowties Are Cool: Oh yes indeed. Tick Tock takes some pride in her bowtie (and apparently rarely if ever takes it off), and her uniform in general.
- Fire-Forged Friends: Primarily with Twilight Sparkle, but also with the Mane Six, Flathoof, and Lockwood as a whole. She and Twilight, in particular, started out as being bickering rivals, always arguing over key issues and breaking out in back-and-forth insult matches. Over the course of a week in-fic, with Twilight injured for a great deal of it, they bonded into close friends.
- I Shall Taunt You: Tick Tock delivers an extremely lengthy stream of insults to Starlight Shadow of all ponies, goading her into unleashing enough Void magic to activate a Timekeeper's time-freezing spell. Considering that if she'd made a miscalculation or if Starlight had opted to use her magic in another manner, Tick Tock would have been killed, this shows Tick Tock to be a suitably Badass character in her own right.
- Insufferable Genius: Tick Tock is nothing if not confident that she's right about everything, but slowly begins to develop a more open-minded mindset after being proven wrong on some very key issues.
- Jerkass: As befitting her Insufferable Genius nature, Tick Tock comes off at first as very crass and dismissive towards everyone she meets, often insulting others for no reason other than to prove just how stupid their ideas are.
- Jerk with a Heart of Gold: However, it's obvious as the fic goes on that she genuinely cares for the Mane Six and wishes to aid them in returning to their world, at great personal risk to herself.
- The Mean Brit: British accent? Check. Jerkass? Check. Deadpan Snarker? Check. Insufferable Genius? Check. Are we missing anything?
- Miss Exposition: As the pony with the most know-how of the world outside of Pandemonium, Tick Tock is often forced to explain, at length, how things work out here to not just the Mane Six, but to Flathoof and Lockwood as well sometimes.
- Stiff Upper Lip: Played straight and subverted, depending on the situation. The best example is Chapter 24: Tick Tock witnesses Flathoof getting trounced by Red Velvet in spectacular fashion, and despite being painfully weakened at the time, stands up and gets ready to defend herself and Lockwood anyway, with nothing more than a sigh and a "Let's get this over with" mentality. Later, when Red Velvet starts tapping into her fears, we find that she is absolutely terrified of Shadowstep ever since she find out he was still "alive".
- This is apparently a Chronomancer motto, too.
The DoctorThe Chronomancer of the Mane six's home dimension. It's kinda his fault this whole shindig happened, actually. Closing interdimensional portals is part of his job.
Silvertongue and his Minions
The ruler of New Pandemonium. Silvertongue, along with his various associates and loyal minions run the chaotic city with an iron hoof and a... silver tongue. Cunning, ruthless, efficient, and warden to an all-powerful goddess of darkness, Silvertongue is a force to be reckoned with in the world of Equestria-V.
- Affably Evil: Polite and charming to everyone. Silvertongue seems to genuinely respect those who do their jobs well, and is willing to extend second chances and concessions to those who perform above and beyond the call of duty (see Pet the Dog). Even when his minions fail completely, he seems understand and sympathize with the reasons why they failed... not that it helps them any (see Bad Boss).
- A God Am I: After absorbing the power of the goddess Nihila he himself becomes one. He seems to consider himself more fitting for the position than Nihila was.
- Bad Boss: Does not tolerate inadequacy from his subbordinates. His punishments for failure range from being thrown to zombies, to being used as cannon fodder in his experiments, and to death by prolonged Agony Beam fire.
- Big Bad: Starts off as this in the story, but then is seen to actually be The Dragon to Bigger Bad, Nihila. Then, after he betrays her and absorbs her powers, he officially becomes the Big Bad of the story.
- Can't Kill You, Still Need You: Hesitates in outright killing his minions unless he needs to, feeling that they can always be of some use to him, and even then, he makes sure that their deaths are useful to him in one way or another.
- The Chessmaster: An extremely competent schemer. He's capable of spinning plots that can take up to hundreds of years to pay off if need be. His plans are far reaching, involve the mass manipulation of thousands, and are founded upon the fine control he exerts over his pawns. He has backup plans, and backups to those backups, and all in all it feels like he can suss out a solution to any problem thrown at him.
- Consummate Liar: To the point where even the goddess of deception herself was tricked into believing that he was truly loyal to her. The only one who's been able to see through his lies so far is Curaçao, a fellow Consummate Liar, which actually comes a bit of a surprise to him.
- Evil Feels Good: Relishes the feeling he gets when he uses his magic to painfully kill Doctor Blutsauger, having forgotten what it's like to get his hooves dirty and cause pain.
- Eye Scream: A stray bolt of raw magic from Starlight struck Silvertongue right in the eye, smashing his monocle and altering the entire eye completely.
- Glowing Eyes of Doom: His magic eye flares and glows a brilliant gold whenever he gets especially excited or enraged. Happens when he uses his magic too.
- High-Class Glass: Used to wear a snazzy monocle, but the events of Chapter 7 ruined that for him (see Eye Scream).
- Laser-Guided Amnesia: One of his powers is a version of this that allows him to both finely delete old memories and insert new ones. He uses it on Shroud to keep her quiet about his various plans.
- Light Is Not Good: Was once the Warden of Harmonia before becoming the Warden of Nihila. While he was Harmonia's Warden, he can be attributed to starting a war against Nihila's armies, deceiving the gryphons into lending him their aid despite their pacifism, and deceiving the gryphons again to get them to build the Beacons. While all of this ended up bringing a balance of Good and Evil to the world, his actions ended up killing untold numbers of ponies and resulting in the extinction of the gryphon race.
- Manipulative Bastard: His name is Silvertongue! He was able to trick an entirely pacifistic race into furthering his plans by lending him their techno-magic to use as weapons, using nothing more than his words.
- Man of Wealth and Taste
- O.O.C. Is Serious Business: When the usually calm, collected, and sophisticated Silvertongue decides to forego his own personal hygiene and starts spending days on end frantically ripping apart his offices in search of a specific document, you know something big is happening.
- Parental Favoritism: Admits to liking Starlight Shadow a little more than his other five "daughters", though she proves that she is deserving of that praise.
- Pet the Dog: He lets his loyal secretary Shroud live, and rewards her years of faithful service by setting it up so that she can live out the rest of her remaining life in peace. Given that he hints that life won't be very long, it's notable that he at least put in the effort.
- Really 700 Years Old: Was alive hundreds of years before the events of the story. The current state of the the entire world is the direct result of his orchestrations all those years ago. The Beacons he had built keep the world's balance of Good and Evil in check, and New Pandemonium is able to essentially run itself on its corrupt bureaucracy.
- Sesquipedalian Loquaciousness: Sometimes falls into a mix of this and Spock Speak, but keeps it mostly toned down for the sake of his minions' understanding.
- The Starscream: Betrays his mistress Nihila in Chapter 25 and steals her powers. He reveals that he’d been plotting to turn on her for hundreds of years,possibly before he even started working for her, and was just waiting for the ideal opportunity to do so.
- Wicked Cultured: Dresses in fine suits. Listens to opera. Drinks wine for breakfast. Values intelligence in all it’s forms. Conducts himself with dignity and poise. Classy.
- You Have Outlived Your Usefulness: Says this word for word when he kills Doctor Blutsauger.
- Anti-Magic: The metal that now makes up his wings is incredibly resistant to any magic that isn't Silvertongue's (for instance, his wings cut through Tick Tock's barrier like a hot knife through butter), making him a bane to all those who rely on magic.
- Cursed with Awesome: He may have been turned into a zombie and, therefore, put on a shorter leash, but he's only gotten more dangerous as a result.
- Death Is Cheap: Being horribly torn apart by zombies is hardly enough to stop Shadowstep from coming after the Chronomancer. Lucky for him, Silvertongue still had some use for him.
- The Dragon: Is the personal assassin for Silvertongue... and enjoys every moment of his job.
- Empowered Badass Normal: At the start of the story, he is a master assassin who only fails to kill Tick Tock because he Failed a Spot Check. Following these ailures, Silvertongue decides that perhaps Shadowstep needs an edge, especially if he's going to ever deal with the Mane Six. Shadowstep becomes zombified, eliminating pain and fatigue, and is given magic-resistant, bladed wings made of a metal that can cut through any other material.
- Fate Worse Than Death: Is turned into a zombie after he fails Silvertongue. He admits to being unsure if this is a good thing or a bad thing, and just as unsure if the reward he's been promised - the return of his mortality - is something he actually wants.
- Implacable Man: Now that he's undead, nothing will truly stop him from carrying out his master's orders. As a zombie, he does not require "mortal needs" like rest and does not suffer their weaknesses, like fear and pain. And, he is equipped with a set of magical, metal wings that are resistant to magic of any pony except Silvertongue himself.
- Knife Nut: Up until his "upgrade" to an Elite Zombie, Shadowstep utilizes a pair of daggers as his weapons of choice.
- Razor Wings: After Silvertongue "improves" him, his wings become made of a razor-sharp, unbreakable, magic-resistant metal.
- Sociopathic Soldier: Loves killing? Check. Ax-Crazy? Check. Would be a Psycho for Hire were he not tied to Silvertongue? Check. Otherwise, Check.
- You Fight Like a Cow: In his battles against Tick Tock before his transformation, he clearly relishes a little too much in trading insults and taunts with her. He even does this to Flathoof when he joins in in the second fight.
- You're Insane!: Calls Red Velvet this when she exhibits her crush on him. He even offers to kill her to rid the world of her insanity.
- Butt Monkey: The guy existed purely to lose badly and show us what happens when you fail Silvertongue.
- Curb-Stomp Battle: Possibly two (he lost pretty handily to the Mane 6 at the New Pandemonium gate). At least one. He got absolutely destroyed by the Mean 6.
- Genre Blind: Hmmm, my evil boss, who's pissed at me for failing, is putting me in a pen with loads of robots at my command to go up against a completely ordinary looking mare... this'll be a cakewalk!!
- Ineffectual Sympathetic Villain: He's so outmatched it's hard not to feel even a little pity for the guy.
- Make Way for the New Villains: Introduced as a notable villain and then swiftly dealt with by the Mean 6 in order to secure their entrance into the story.
- Mook Lieutenant: Commanded squads of dispensible Mecha Mooks in both his appearances.
The Mean Six
The primary villains of the fic, they are cloned evil counterparts of the the Mane Six that serve their father and creator, Lord Silvertongue, loyally. Their main goal is originally to corrupt and turn the Mane Six into weapons for their father to use against Harmonia, but their violent tendencies have quickly turned that mission into one of search & destroy. They are dangerous and look upon others with disdain and hatred, and are united as a family in their mission.
Tropes applying to the Six as a whole:
- Big Damn Heroes: The group pulls this off in chapter 12, saving the Mane Six from a group of Gargantuans. Also doubles as a Villainous Rescue, even though the Mane six didn't know of their intent at first.
- Bond Breaker: The main plan of the Mean Six is to break apart the Mane Six's group by manipulating them to abandon their Elements of Harmony and embrace the reverse sides of them.
- Break Them by Talking: The Mane Six use this tactic to try and talk down the Mean Six during their solo battles in the later chapters, as the Mean Six are now out for blood. The Mean Six leave themselves open to it since they attempt to get their feelings about their Cloning Blues off their chests. As it turns out, Curaçao knew this would happen and not only accounted for it, but planned on it, hoping the situation would drive the evil from her sisters and make them happy. Sadly, her plan worked a little too well...
- Counterpart Combat Coordination: The Mean Six purposefully try to match up their members against the Mane Six according to skill and threat level. Pinkie is unanimously paired against Red Velvet, and Tick Tock partners with Rarity against Insipid, and Twilight against Starlight Shadow. Grayscale notes at the end of Chapter 21 that she was supposed to face Rainbow Dash, until Havocwing insisted otherwise. They finally face their true counterparts in Chapter's 33, 34, and 35, Mainly due to Curaçao's manipulations.
- Evil Is One Big Happy Family: The Mean Six are all violent, evil mares that intend to destroy their originals. They also love one another dearly, even if occasionally they bicker and argue like all families do. Despite their own status as BondBreakers, they can bounce back from massive trauma and actually become even more tightly-knit, with only Curaçao and Insipid's relationship being severely damaged.
- The Psycho Rangers: The Mean Six. Starlight Shadow is the Big Bad; Grayscale Force is The Dragon; Curaçao is the Evil Genius; Havocwing and Red Velvet; and Insipid is the Dark Chick.
- Genetic Engineering Is the New Nuke: The Mean Six are created through a process of cloning the Mane Six and then warping their Elements of Harmony with the pure evil magicks of a goddess. They are immediately incredibly powerful, deadly fighters.
Master of the Void
The evil clone of Twilight Sparkle, representing the Element of Magic (Discord). The uncontested leader of the Elements of Discord, to the point that the other call her “Boss” rather than by her name; this lasts until Chapter 25, where events leave her out of the top position by choice. Youngest of the six, as her original's name was alphabetically last in order.
- Anti-Magic: Specifically, she and Twilight Sparkle draw their magic from opposite ends of the spectrum, and thus, cancel each other out via massive feedback, severely injuring both. Starlight quickly recovers from hers thanks to Insipid copying her powers, but Twilight takes several chapters and four in-fic days to recover from hers.
- Asskicking Equals Authority: Starlight is put in charge of her team because she is, as she herself claims, the most powerful unicorn on the planet. In fact, it seems to be the only reason she calls the shots, since Curaçao is clearly the brains of the group.
- Cloning Blues: Starlight is devastated to learn that she is Twilight Sparkle's clone, as she considered herself superior to Twilight in every possible way. Havocwing manages to talk her into believing she still is the better unicorn, she just needs to prove it now. How best to do that? Destroy the original, of course!
- Good Hurts Evil: Upon considering the possibility that Friendship is Magic, Starlight experiences an incredibly painful surge of Arcane magic similar to the one Twilight had as a foal.
- Large Ham: Starlight loves to hear herself talk and puts on one hell of a show. She is not above calling herself "a goddess among mares".
- Power of the Void: Starlight's power stems from Void magic, one of the four 'elements' of magic and the one most tied to destruction. This gives her incredible magical power, far more so than any other unicorn. Only Twilight Sparkle is equally matched in strength, but Twilight's lack of drive makes Starlight consider her inferior.
- Pride: Given her Smug Super attitude, this is a natural part of her personality. However, for Starlight, this seems to have a mostly positive effect on her, as the more confident she is in herself, the more powerful she seems to be.
- Sesquipedalian Loquaciousness: Starlight tends to speak with big, smart-sounding words, likely in an attempt to emulate Silvertongue. Rarity is the first to insult her for this, but Starlight isn't bothered by it all, embracing it and insulting Rarity right back with a plethora of words that, without a dictionary handy, might be difficult to understand.
- Smug Super: Starlight possesses enough power to tear through mountains, rip apart metal gates weighing several tons, mass-teleport incredible distances, and has a barrier spell powerful enough to withstand the might of a goddess. And, she is not at all shy about letting everybody know just how powerful she is.
- "Well Done, Son!" Guy: One of Starlight's main personality traits is her desire to live up to and exceed the expectations put upon her by her father, Lord Silvertongue.
- Your Little Dismissive Diminutive: Starlight tends to use this very, very often when talking about anything or anybody.
The clone of Applejack, representing the Element of Deceit. The oldest of the six, as her original was alphabetically first in order. Her name is pronounced Kur-a-sow, just in case you didn’t know.
- Chameleon Camouflage: One the aspects of Curaçao's power is the ability to change her coat to blend into the environment, rendering her totally invisible. The main six spend most of the story thinking it's her only power.
- Consummate Liar: Curaçao is the Element of Deceit/Deception, and as such is a master liar. She's such a good liar, in fact, that it's actually hard to tell sometimes if what she's saying is true or not.
- Gone Horribly Right: In Chapter's 33, 34, & 35, she manipulates her sisters into fighting their actual counterparts, knowing that they would eventually reveal the fact that they were clones, which would then lead to their original's convincing them to stray off the path of evil and embrace the better aspects of themselves. It's works, however due to the fact that for them, Good Hurts Evil, they end end up experiencing unimaginable pain. Much to Curaçao's shock and horror.
- Gratuitous French: Curaçao 'as an auzentic French accent. Of course, in zee fic, French is called "Romantique", and it is a language of magic. C'est magnifique!
- Lady of War: Curaçao is analogous to Rarity in that she is a fancy, pretty, well-spoken mare of class and taste who is also a very capable fighter against all expectations. Just ask Rarity or Pinkie Pie if they think Curaçao can't handle herself in a fight.
- Living Lie Detector: Curaçao is such a good liar, that she can apparently tell if someone else is lying or telling a half-truth, including Nihila, a Goddess that exemplifies deception as a primary quality.
- Master Actor: When in disguise as somebody else, Curaçao is able to play them to a 'T', to the point that the readers have to actually pay attention to a character's lines and intentions whenever she is around, because she might just well be disguised as that pony. Her skill is so perfect that she was able to fool her own party into thinking she was Applejack, and didn't break character even when Starlight was threatening to mindwipe her.
- Mundane Utility: She sometimes uses her shapeshifting powers to imitate her sisters to make a point.
- The Strategist: Curaçao is bar none the brains of her group, well-versed in the arts of magic and combat to the point that she is almost solely responsible for all of the ambush plans her party has sprung on the heroes, including divvying up the target assignments. Grayscale Force is admitted as being her assistant, but only that - her assistant.
- Team Mom: Curaçao, as the eldest sibling, has great love for her sisters and becomes quite angry when they are in danger. The others all look up to her and Havocwing, as the eldest, for support after they suffer their Cloning Blues.
- Theme Naming: A Curaçao is an alcoholic drink made with oranges, similar to an Applejack with apples. This is why her Cutie Mark is three oranges.
- Voluntary Shapeshifting: Curaçao's power allows her to transform her body shape to take that of anyone she wishes, and as her Applejack disguise proves, this includes clothing.
The clone of Rainbow Dash, representing the Element of Apathy
- Brilliant, but Lazy: Grayscale is extremely intelligent, but lacks motivation to use her intellect for anything more than how to end fights quickly so she can get back to her napping. However, when given the proper motivation by providing a fair challenge to her, she becomes an incredibly threatening individual.
- Cloning Blues: Grayscale's breakdown after learning she is a clone of Rainbow Dash causes her to dismiss her existence and that of her sisters as "nothing". She quickly spirals into a nihilistic depression, but is talked out of it by Havocwing... sort of.
- Deadpan Snarker: Grayscale is a master of this, with her lazy tone of voice and her sarcastic manner of speaking.
- Gravity Master: Grayscale's powers give her a control over the gravity of objects within a certain field of space. Her wings are required to manipulate the gravity in other objects, making it difficult for her to fly and use her powers at the same time. Her own weight, though, she can manipulate freely.
- Nerves of Steel: Grayscale and Applejack find themselves trapped within an underground "air bubble" formed by Applejack to keep Grayscale out of the fight. Grayscale shows no fear or hesitation whatsoever in using her powers to force the air out of the bubble to create a vacuum. Applejack is left with the choice of letting Grayscale's vacuum continue until one of them dies, or breaking the bubble to let air in for their escape; Grayscale shows no signs of faltering, despite knowing that she very well may die first.
- The Spock: Grayscale is a supremely logical fighter and speaker who cares more about results than about methods. That her primary result seems to be "finish the fight so I can take a nap" is merely an odd quirk.
The clone of Rarity, representing the Element of Avarice.
- Achievements in Ignorance: Insipid's lack of understanding of how the powers she steals work allows her to do things with them that the original user hasn't thought of.
- Beware the Silly Ones: Insipid is, when provoked, extremely dangerous. Luckily, her lack of intellect makes her hard to provoke seriously, and even when you insult her or assault her, she might get mad but she certainly won't be "provoked". However, deny her something she wants...
- Buffy Speak: Natch, for The Ditz Valley Girl.
- Catch Phrase: As a Valley Girl, it's only natural for Insipid to have several phrases she uses regularly, but her most pronounced phrase is: Major. Fresh. As in, this new outfit is totally. Major. Fresh. Cha.
- Cloning Blues: Insipid is at first very traumatized to learn that she is Rarity's clone, but is otherwise not too badly affected, just sad about not being perfect. She runs to Curaçao for comfort, but then it slowly dawns on her that Curaçao is a clone too, which makes her imperfect as well. She instantly flips out and assaults Curaçao for lying about her perfection, shattering the strongest bond between any two of the Mean Six in a matter of minutes.
- The Ditz: Insipid is unbelievably dumb, from not knowing how powers she steals work, to not knowing the proper pronunciation or definition of words, to most especially not remembering the names of anyone except her sisters and Rarity, her original.
- Good Hurts Evil: When Insipid begins to think about being generous towards others, it begins to overwhelm and purge her magic of all the powers she'd copied. It also causes her to vomit.
- Greed: Insipid apparently has some wanting issues that Curaçao solved by giving her something (or rather, someone, i.e. herself) to focus her attention on. It's seen that without this focus, Insipid is downright dangerous when she is denied what she wants.
- Nice Job Fixing It, Villain: Insipid can't do anything with her stolen powers that can't also be done by the original, so using them in ways that the original hasn't thought of actually helps them. Thanks to Insipid, Fluttershy learns that Ophanim is capable of transforming into any animal she chooses, despite being told that was impossible, and Rarity learns that her boost magic works on herself.
- Power Copying: Insipid's power allows her to copy the powers of other ponies by merely touching them. She can apparently hold multiple powers for quite a long time, and there is no clue as to the limit of how many or how long she can hold them for. Her only limiter insofar as keeping powers is her own interest in them - if she's bored with it, she'll toss it aside.
- Running Gag: Insipid just cannot get anybody's name right in the heroes' group, aside from Rarity. Fluttershy and Tick Tock are the the receiving end of this the most. But, while Tick Tock's improperly-guessed names are rather tame (Knick Knack, Clip Clop), Fluttershy's go from silly (Butterball) to just downright unbelievably wrong (Bust-A-Rhyme).
- Single-Target Sexuality: Insipid was, up until her Cloning Blues settled in, singularly obsessed with Curaçao as the object of her devotion and adoration. Curaçao admits on two separate occasions to allowing it on purpose - first to Grayscale Force earlier in the story, claiming to be using Insipid; second to Havocwing much later in the story, admitting that she'd done it to keep Insipid's insatiable greed from becoming problematic.
- It's not addressed in-fic of course that it's a sexual feeling she has, but it is certainly an obession.
- Valley Girl: Insipid, like, totally talks just like this? I mean, cha, what-ever, you can make fun of her if you want and junk? But she's still, like, totally. Major. Fresh.
The clone of Fluttershy, representing the Element of Fury.
- Adorkable: Ever since Chapter 25, oh-so-much. Being genuinely humbled by getting appointed as a temporary leader, awkward group hugs, consoling her sisters through their Heroic BSODs, that smile at the end of Chapter 27... the list goes on and on.
- Word of God confirms that Havocwing is basically a giant softy on the inside. Only shows it towards her family though. And may god help you if you mention it to her face.
- Berserk Button: Havocwing's Hair-Trigger Temper makes her likely to get pissed off at just about anything and everything, but apparently there is one thing you can say to her to cause her to surge into untold amounts of rage: call her a chicken. Applejack learns this the hard way.
- Big Sister Instinct: Havocwing, as the second oldest sibling, is apparently very protective of her sisters, when she's not threatening to murder them herself of course. She doesn't hesitate to threaten Shadowstep when he mockingly muses that he should perhaps rid Red Velvet out of her delusional insanity by killing her.
- Boisterous Bruiser: Havocwing loves to fight and will let you know it, with gusto.
- Butt Monkey: Havocwing is, despite her constant rage and her legitimately-threatening powers, treated as a sort of joke by her sisters insofar as she's not exactly given much respect. Even after becoming one of the two leaders of the Mean Six alongside Curaçao, Havocwing is still a glutton for comic relief punishment, though now it's more by accident than on purpose.
- Cuteness Proximity: Apparently has a weak spot for bunnies, according to Velvet.
- Good Hurts Evil: Upon considering being nicer to her sisters, her body becomes so cold that she loses her ability to create fire.
- Hair-Trigger Temper: Havocwing snaps at everything. Everything. She is just perpetually in a sour mood and dislikes interacting with others in general.
- The Heart: Despite being the Element of Fury, Havocwing has a major soft spot for her sisters and is at the forefront of uniting them together to murder their originals, the Mane Six. Much to her embarrassment, this includes participating in lots of group hugs.
- Leeroy Jenkins: Havocwing's general go-to tactic for dealing with a threat is to attack it head-on. If that doesn't work, just hit it harder! Who has time for planning things out when you can be blowing stuff up?
- Playing with Fire: Havocwing is capable of manipulating fire. She can shoot it like fireballs, trail it behind her as a solid wall of flame, generate a jet with it to increase her speed, and empower herself with it to become a living ball of fire.
- Rhymes on a Dime: Havocwing seems to have inherited some of Fluttershy's memories of Iron Will, and presents her "Assertiveness Advice" to Fluttershy in rhyme. Havocwing is apparently decidedly better than Iron Will according to Fluttershy, as the rhymes Havocwing comes up with are off the top of her head to match the situation. The prime example comes when Fluttershy is scared of going into an extremely dark cave:Havocwing: If somepony says you're scared of the dark, show them your bite's worse than your bark!
- Sir Swears-a-Lot: While a few characters swear every once in a while, Havocwing can't go more than a few sentences without swearing at least a little bit. She is the most foul-mouthed character in the story, bar none.
- The Starscream: Havocwing feels shafted at not being the party leader. In typical Starscream fashion, she attempts to usurp the leadership opening temporarily voided by Starlight Shadow after their second encounter with the Mane Six the moment she spots the opportunity, which is literally seconds after being woken up from being unconscious after the fight herself. She later legitimately is handed the mantle of leader to share with Curaçao, and proves herself extremely capable of motivational speeches like a true leader.
- Too Dumb to Fool: A variation, as Havocwing's single-mindedness is what saved her from suffering the same Cloning Blues as her sisters; the existential implications flew right over her head, so she was able to take it in stride.
The clone of Pinkie Pie, representing the Element of Fear.
- Black Comedy: Velvet's sense of humor is delightfully dark and violent.
- YMMV if she's funny, of course.
- Bloody Murder: Velvet's primary power is her ability to manipulate her blood as a weapon, usually in the form of blades or tentacles. Her ability to generate it is seemingly limitless, capable of manipulating enough to combat half a dozen opponents despite her body in no way having that much blood.
- Berserk Button: Velvet does not like being laughed at, and despises Pinkie's definitions of "joy" and "happiness".
- Brainwashedand Crazy: By Nihila in chapter 35.
- Combat Sadomasochist: Velvet loves to dish out the pain, and doesn't at all seem to mind getting hurt in combat whatsoever. In fact, it makes her excited in the same way that Grayscale enjoys a challenge - she appreciates an opponent that can actually hurt her. However, this love of pain only applies to combat purposes - when punished by her father or her youngest sister, she shows signs of disliking the kind of pain they can dish out.
- Companion Cube: After suffering her Villainous B.S.O.D., Velvet's psyche fractures much as Pinkie's did in Party of One. She creates an imaginary friend from her blood tendrils that she voices with her horrible ventriloquism, and names him Sir Visceral Clottington McKillicutty the Third, Esquire. Because of its length, she elects to nickname him "Clottles" for short. Clottles is able to encourage her to find new interest in murder and violence again, and also helps advise her romantically in her continued attempts to woo Shadowstep. It's later revealed that he had been Nihila the entire time.
- Dark Reprise: Velvet's biggest quirk is her habit of taking nursery rhymes and children's songs, as well as Pinkie Pie's own original tunes, and turning them into insidious promises of doom. Her crowning moment is "Scream", her epic reprise of "Smile", during which she completely dominates Applejack, Flathoof, Pinkie Pie, and Ophanim all at once.
- The Dreaded: Velvet's other power is her ability to inspire and feed off of the fears of others, and to worm her way down into the psyche of her target and find out what they fear most. She eventually loses this power through unknown means, but vows to fully embrace her bloodbending powers in turn.
- Emotion Eater: As mentioned above, Velvet feeds on fear to become more powerful. With enough power, she can shatter reality and corrupt the text of the document itself.
- Expy / Shout-Out: She's basically the Pinkie Pie from Cupcakes taken Up to Eleven, with a touch of Crona.
- Fridge Brilliance: Red Velvet is a type of cupcake. Guess what inspired her personality?
- Good Hurts Evil: After Pinkie gets her to laugh, her mind and body are taken over by Nihilia. Then later after Nihilia is expelled from her body she considers having a good laugh once in a while, only for her to go into shock and foaming at the mouth.
- Hair-Trigger Temper: Velvet is easily angered, almost to the same levels as Havocwing. The two of them share a vitriolic relationship, but it's clear that they still love each other very much.
- Healing Factor: One manifestation of Velvet's bloodbending is her ability to recover from wounds extremely easily, hence why she has little fear of pain except when inflicted in such a way that she can't heal it.
- In Chapter 30, she shows that she can use this ability on other ponies as well, using her saliva as a healing agent.
- I'm a Humanitarian: While so far the only pony we've known her to have eaten is Jetstream, Velvet is clearly holding back on her desire to eat other ponies as well. With Clottles's motivation though, she's looking forward to being able to cut loose.
- Take-That Kiss: Gives one to Flathoof during her song: "Scream".
- Villainous B.S.O.D.: Velvet is most affected by the events of Chapter 25, as she has lost her ability to feed on fear, which deeply disturbs her and causes her psyche to break, creating the Clottles personality to bring her comfort.
Harmonia, the Goddess of Balance.
Nihilia, Goddess of Discord.
- A God Am I: She was the Goddess of Discord ...until Silvertongue stole her powers.
- Bigger Bad: Was this until Silvertongue's betrayal.
- Luke, I Am Your Father: Tries to pull this on the Mean Six by revealing they created from her magic, but Silvertongue immediately shoots her down. Although it briefly works on Red Velvet, which presumably leads to her possession in Chapter 35.
- Not Quite Dead: Nihila returns and temporarily takes over Red Velvet's body in Chapter 35, it is also implyed that she had been "Clottles" the entire time. She is then expelled from her body when Pinkie Pie get's her to laugh.
- One-Scene Wonder: Appears in her physical form for all of half a chapter, then is destroyed by Silvertongue and the Mean Six. She later returns and temporarily takes over Red Velvet's body in chapter 35.
- Heroic B.S.O.D.: Suffers one when Hope's Point was invaded by the New Pandemonium army.
- Royals Who Actually Do Something: Is not afraid to go into the front lines with her bodyguards.
- Terse Talker
- Bi the Way: Briarthorn tells Flathoof, quite simply, that he's not picky about who he's with, he's just perky. It's hinted that he has no problems with the possibility of a three-way with Cookie Dough and her husband, and that he and Haute Couture have perhaps engaged in activities together in the past. Flathoof is extremely disturbed by this, but shakes it off.
- Chivalrous Pervert: Briarthorn is clearly motivated to great lengths at the prospect of bedding any or all of the Mane Six's group and is not at all shy about his desire to do so. He is, however, quick to notice when someone is off-limits, as despite first hitting on Fluttershy, he immediately stops doing so after the first thing she says being a sincere worry for Lockwood's well-being.
- Lovable Sex Maniac: Lustful though he is, he does have his share of redeeming qualities, most notably that he knows when to back off.