Twilight's castle doesn't have a dungeon, so she conjures a cage to put Gear Shift and Cover Story in and then surrounds it with a force field. She explained to Mayor Mare that Rainbow Dash and Gear Shift's fight that wrecked some of the town has been taken care of and there is no need to call the Royal Guard.
Rainbow Dash tries to interrogate the two by turning down the lights and shining a lamp in their faces. Twilight thinks it is silly, but Rainbow begs her to indulge her, as Pinkie and Rarity both got to interrogate somepony, and as a member of the Wonderbolts Reserves, she's the closest they have to a cop. Gear Shift, though shaken up by his experiences, refuses to talk, while Cover Story pulls out a bottle of salt water and drinks it. The others comment that they were sure they searched them thoroughly. Cover Story explains that the robots are called Marionettes. Shocked, Gear Shift says they swore an oath to keep their agency's secrets, but Cover Story angrily points out he's a Marionette, so his memories of joining the agency and swearing the oath are fake. Gear Shift's memories of that event are most likely fake as well. Cover Story comments at least they know why he never gets drunk; salt water is just coolant to him.
Gear Shift tries to say that the agency giving them fake memories was for the greater good. None of them notice the Cutie Map flash an angry red for a moment. Cover Story explains to the heroes that the G4 Marionettes' mana engines are prone to overheating, which is why they have to drink so often. The G5 Marionettes will lack that flaw. Lightning Dust asks how they can eat. Cover Story says they have taste buds and were designed to be able to eat to blend in. Their mana engines absorb magic from the air, but they can use food as fuel in a pinch. The ponies are shocked because Cover Story is now on his third bottle of salt water and wonder where he keeps pulling them out.
Cover Story asks how Rainbow knew to rescue Trixie from the train. Rainbow says the Cutie Map told her. They don't know what that is, so she briefly explains it and shows it to them. Gear Shift is incredibly shocked to learn it was created by the Tree of Harmony. The group looks at the map and notices Trixie's Cutie Mark has joined the Mane Six's and are all blinking. When they see the Mane Six's Cutie Marks surrounding Trixie's, Twilight wonders if the Tree of Harmony wants them to protect her. The marks keep blinking, but stop when Fluttershy suggests it wants them to help her. Pinkie looks the map over and suggests the Tree of Harmony is angry. Frightened, Gear Shift says they have been doing the Tree of Harmony's will; why would it be angry with them? In response to his statement, the map briefly flashes red. Cover Story says it must be because of the Oracle. He explains that the Oracle is an orange Unicorn named Gypsy who receives visions from the Tree of Harmony, which their agency had been using to direct their actions. Gypsy had told them that the Tree of Harmony didn't send her to them, but they had all assumed she was lying to get them to let her go. Upon hearing Gypsy's description, Trixie realizes she was the third figure from her nightmare, while Lightning Dust reveals she had had a similar nightmare.
Upon hearing that Gypsy is being kept prisoner inside their headquarters, Rainbow Dash calls them idiots for not realizing this would displease the Tree of Harmony. Frantic, Gear Shift says they must convince their superiors to release Gypsy, but Cover Story points out that if they won't listen to Gypsy, they won't listen to them. Showing them the Cutie Map won't help because they would just try to use it for their own ends like they do Gypsy's visions. Twilight asks them what their agency's goals are. Gear Shift answers, "...To safeguard the path of Fate by any means necessary...To ensure the brightest future for Equestria...To do what's best for its protectors." The two say they've done their best to ensure Gypsy's visions, and had done terrible things in the process. Gear Shift looks at the Cutie Map and asks what it wants. His own Cutie Mark appears and joins the others surrounding Trixie's. Full of guilt, he asks for a yearbook for Celestia's School For Gifted Unicorns for Sunset Shimmer's year.
Princess Celestia is sitting and drinking tea when a letter from Spike arrives. When she reads it, she becomes so shocked she drops her tea cup.
As the agents flip through the yearbook, Twilight explains that Celestia responded to her letter by saying that she cannot speak freely and will contact them soon. The agents show them the book, with the image of a Unicorn who looks exactly like Trixie. They explain that Trixie started her existence as Generation One Trial Series 01, or G1T01. Years later, they inserted her AI into G4T01 and erased her memories. Trixie is distressed to learn she is older than she thought and a portion of her memories have been wiped away. They explain that back when Sunset Shimmer was Celestia's student, the agency thought she would be Equestria's savior, but she grew proud and arrogant. In an attempt to curb this, G1T01 was created as a rival to humble her. Unfortunately, it didn't work. The G1 series lacked mithril armor and mana engines, meaning they relied on manual recharging. As a result, Sunset easily defeated her every time they fought, which only boosted her ego more. Trixie becomes sad that she was created only in an attempt to pop somepony's ego, but Twilight says she is a person, not a tool. Trixie cheers up when she notes that if she can keep getting replacement bodies, she's practically immortal.
When Gypsy first came to the agency, she told them that something would happen in Cloudsdale that would change fate forever, which turned out to be Rainbow's first Sonic Rainboom. Rainbow becomes horrified when they reveal her old bullies Dumbbell, Hoops, and Score were G3T01, G3T02, and G3T03, sent to Cloudsdale to observe the event and well as to humble her. After they goaded her into performing the Sonic Rainboom, the agency's leader decided their mission was to enforce fate instead of simply helping it along and teaching potential heroes lessons. Rainbow is furious because those bullies they created had hurt Fluttershy and Gilda in the past.
Cover Story explains that the spell to erase or alter memories is called Reflection Deflection, and it had been used on the Mane Six many times in the past, horrifying them. Gear Shift apologizes because he was personally involved in Rainbow's adventure with Lightning Dust. Lightning Dust had been created to teach Rainbow to stay true to her beliefs at Wonderbolt Academy. Originally, Rainbow had indeed reported Lightning's trouble making, but for some reason, Lightning had apologized for what she did and resolved to do better. That wasn't what was "supposed" to happen, so they rewrote all of their memories so Lightning refused to apologize and got expelled as a result. Shocked, Lightning realizes that's why she repeatedly dreamed of being Rainbow's friend. The angry Rainbow suddenly cries out in pain, then sees a vision of what really happened, with Lightning Dust as her wing pony and thanking her for stopping her before she went too far.
The agents explain that Reflection Deflection breaks down when the subject realizes their memories are fake, but this causes a severe headache. Rarity becomes hysterical and asks if their families are real, and Cover Story assures that they are. Rainbow is relieved to learn Gilda and Wind Rider are real. The agents admit they were equally surprised to learn that Wind Rider was really a total asshole. The agency is not responsible for every villain they have faced. Nightmare Moon, Discord, Chrysalis, Sombra, Tirek, and Starlight Glimmer are all real. The agents decide to make a list.
A white Unicorn mare with a black mane and wearing the same suit and sunglasses as the agents sits at a desk and monotonously stamps papers. She is Director Masquerade, the leader of the agency. Some agents drag in a rogue member, a stallion named Crescent. Masquerade, her voice devoid of emotion, asks Crescent why he allowed a Changeling to escape and did not perform Reflection Deflection on the ponies who interacted with it. Crescent says the Changeling wasn't evil and the ponies were his friends who were willingly sharing their love to feed him. Masquerade says he's just a field agent and not allowed to make decisions. She orders him taken to the reeducation room. He panics and begs for mercy, but is dragged away. She asks another agent how Gear Shift and Cover Story are doing. The agent reports that they sent back G4T06A and G4T06B last night and their last report said they were in pursuit of G4T01. Masquerade says they can begin Project: Siege soon, then orders another agent to be sent to deal with the Changeling. Once she is alone, she resumes her paperwork.
The group looks over the list of Marionettes as Spike sends a copy along with the other info they learned to Celestia. It lists: G3T01- Dumbell, G3T02- Hoops, G3T03- Score, G4T01- Trixie, G4T02- Silver Spoon, G4T03- Diamond Tiara, G4T04- Jet Set, G4T05- Upper Crust, G4T06A- Flim, G4T06B- Flam, G4T07- Iron Will, G4T08- Lightning Dust, G4T09- Suri Polomare, G4T10- Svengallop, G4T11- Trail Cutter, G4T12- Well to Do, G5T00A-G- King Long Horn and his gang, G5T01- Unknown.
Rainbow comments it's not surprising Well to Do was a robot, because he acted like a one dimensional Captain Equus villain who wanted to destroy the environment for no reason. Cover Story sheepishly says Well to Do was meant to humble the Deer, not them. Rainbow asks what purpose Diamond Tiara and Silver Spoon served, and the agents say they were to challenge the Cutie Mark Crusaders, whom Gypsy had predicted had great potential as heroes. Rainbow points out the two fillies have parents, so they explain their parents were brainwashed. Fluttershy is shocked that Iron Will is a Marionette. She's met his wife and son. The agents didn't know that, but they lost track of him for a while until he was recaptured a short time ago. Applejack is angry that Svengallop is a Marionette, because it means the agency was taking advantage of her friend Coloratura. Gear Shift explains that Svengallop was originally meant to confront Pinkie Pie and help her earn the Key of Laughter, but when Cheese Sandwich helped her earn it instead, they re-purposed Svengallop. Applejack then angrily asks what lesson Long Horn was supposed to serve, as he had attacked her family. The agents say he and his gang were supposed to teach the Mane Six how to deal with a villain who operated within the law, but something went wrong with their programming and they became way too violent. Gear Shift and Cover Story weren't there, but another agent brainwashed Twilight before the event so that she would refuse to fight Long Horn as long as he wasn't technically breaking the law. Applejack apologizes to Twilight for getting mad at her for not stepping into that situation. When Rarity sees Suri Polomare's name on the list, she cries as the memory spell breaks down and she realizes Suri was never her childhood friend. Suri was meant to show how a friend can change over the years and to help Rarity earn the Key of Generosity. The girls don't know who Trail Cutter is. He was meant to help Fluttershy earn the Key of Kindness, but the Breezes helped her do it, so he is still in storage.
After confirming the last time Reflection Deflection was used on the Mane Six was before they fought Tirek, Twilight realizes gaining Rainbow Power was what made them now immune to it. Trixie and Lightning Dust resolve to help the other Marionettes. In a way, they are all brothers and sisters. Princess Celestia sends them a letter. It reads that she is in a secure location as she fears the Stallions in Black are watching her. Rainbow Dash makes fun of the name, while Cover Story says it's a code name and their organization is really called S.M.I.L.E. Celestia explains that she created the organization long ago to protect Equestria's heroes and counter her should she ever become a Nightmare. From what they have described, they have become corrupt. There are tears on the pages as Celestia says she is sorry for everything that has happened. She says she cannot confront them directly as they are prepared to counter her. She cannot cut their funding as they seem to have grown beyond it. But she has faith the Mane Six and their friends can stop them.
Twilight says if S.M.I.L.E. is as big as it seems, they will need a lot of help. The agents warn that the Royal Guard has been infiltrated. In addition, their headquarters will be moved in three days. The agents Pinkie Promise to help them. Twilight says it's time to get to work.
