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Run Trixie, run!
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Marionettes is a My Little Pony: Friendship Is Magic fic written by Godzillawolf that is now complete. It is set during Season 5, and starts between "The Mane Attraction" and "The Cutie Re-Mark", as Rainbow Dash briefly mentions the Cutie Map and that Starlight Glimmer is still at large, and the group later mentions meeting Countess Coloratura.

Trixie was having the time of her life performing for audiences and putting her past as a bully and braggart behind her. Then one day, she finds herself being pursued by mysterious ponies in black named Gear Shift and Cover Story who seem dedicated to capturing her no matter what the cost. Can Trixie stay free? Or will her pursuers make her a marionette hanging on strings?

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This fic contains the following tropes:

  • Above Good and Evil: Masquerade argues this about the Stallions when Shining Armor confronts her.
  • Abusive Parents: Masquerade's mother to her, to the point that Spoiled Rich says that comparing her parenting of Diamond to Masquerade's mother's parenting of her is like comparing a fire to a volcano. She is heavily implied to have brainwashed her into being completely emotionless, for one thing.
  • A.I. Is a Crapshoot: Subverted with most of the Marionettes, who mainly perform malicious actions due to being explicitly programmed to, and are no different than anyone else otherwise. Played Straight in regards to the Flim Flam Brothers timeline, which causes the Stallions to nearly destroy them both without hesitation upon learning about it, if Gypsy hadn't convinced them otherwise.
    • Also played straight for the Alicorn Marionette series, which were all destroyed for going mad with power. Of course, as Cover Story puts it, if you create a being and tell them that they're a Physical God, they're gonna have a God Complex.
    • Marshmallow is a complicated case, as while she is the closest any of the Marionettes come to being a Killer Robot, she's only doing what Masquerade ordered her to do. Played straight with the other attempts to create a Marionette like her, as they all went insane due to tampering with their central programming and apparently as a result of having weaponry being built into them. To prevent that from happening to Marshmallow, she was built so she could only feel happiness, as well as having deliberately more simplistic mindset and mental capacity, like that of a child, so she couldn't think too hard about what she was doing.
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  • Alas, Poor Villain: Miss Marshmallow's death is accompanied with a flashback showing just how she got how she is and what she truly is.
  • Always Chaotic Evil: Completely subverted: the Stallions in Black are just ponies like anypony else. Some are genuinely evil monsters who are part of the group for the sake of power and control (like Thunderhoof) and others are Knight Templar zealots, others just genuinely want to help protect Equestria for the right reasons, and switch sides when they realize what they're doing.
  • An Arm and a Leg: Trixie loses her front right leg in her battle with Masquerade.
  • Ancient Artifact: Mage Meadowbrook's Eight Enchanted Objects are mentioned. One of them, the Crystal Wand made by her and legendary wand maker Magic Star, is in Trixie's horn and what puts her in the same league as Twilight, Starlight, and Sunset. Starswirl's wand is also mentioned to be in the Stallions in Black's possession, and the power source for the Puppeteer. It turns out the Stallions are in possession of several of them, along with an entire room of other artifacts including Queen Majesty's foal making mirror.
  • And I Must Scream:
    • Trixie has a nightmare where she's unable to move, speak, or scream while Gear Shift, Cover Story, and a mysterious stranger order her chest cut open with a machine right out of an alien abduction story. She eventually guesses that it wasn't a dream, but a memory. Lightning Dust later reveals she had the same nightmare.
    • When the Mane Six and Trixie manage to free Lightning Dust from Gear Shift and Cover Story's control, she reveals she was aware the whole time, a prisoner in her own body.
  • Androids Are People, Too: After finding out Trixie is a robot, the Mane Six debate about this, and thanks to Pinkie Pie and Fluttershy conclude that she is sapient and has feelings. Twilight Sparkle later says that by Equestrian law, constructs that display sapience are to be treated just like anypony else. Miss Marshmallow's demise is treated with the same weight and sorrow as anyone deserves, to the point she was given a funeral some time after the final battle. The Tree of Harmony certainly considers them living things, as part of its motive for arranging the destruction of the Stallions in Black is liberating them.
  • Anti-Magic: Orichalcum is resistant to magic.
  • Anti-Villain: While there are decidedly some genuinely rotten members of the Stallions in Black, most of them appear to be genuine Well-Intentioned Extremist types who believe they're doing what's best for Equestria. Masquerade never had any choice but to be a villain.
  • Arbitrary Skepticism: Twilight is called out on this when she expresses doubt that Bright Future did Brain Uploading to himself. She's right to doubt, but the truth (that he's a seapony using a robotic body as locomotion), wasn't exactly something any of them expected either.
  • Artifact of Doom: After the battle, A.K. Yearling goes through the Stallion's artifacts to sort out any of these. As it turns out they did find and contain a number of genuinely dangerous things.
  • Artificial Human: The Marionettes are Artificial Ponies, being androids made by the Stallions in Black. The only outward distinction from a normal pony (or other species) is generating excessive heat and not breathing or having a heart beat. Higher tier x-ray spells are capable of seeing their mechanical nature though.
  • Artificial Limbs: Trixe's front right leg was severed during her battle with Masquerade, and to make sure her siblings are repaired and upgraded first, is using a clockwork replacement in the meantime.
  • Attack Drone: The Puppeteer has six of these stored on its back when not in use that fire thin beams of magic when deployed. Masquerade implies they were created with the intention of compensate for its decreased mobility.
  • Attack Its Weak Point: Trixie realizes, thanks to a tip from Gypsy, that the Puppeteer is a Generation 5 Marionette and that it has to overclock its cooling system for its Wave Motion Gun to compensate. She proceeds to target and shatter the magic crystal acting as its cooling system, disabling said Wave Motion Gun (at least until Masquerade overrides the safeties) and causing Masquerade to visibly overheat inside from the heat output.
  • Authority Equals Asskicking:
    • S.M.I.L.E. seems to have this, as the Elite Agents are considerably stronger than the rank and file ones to the point it generally takes at least two ponies to defeat one. The department heads are even stronger.
    • Shining Armor is one of only two ponies (the other being Spoiled Rich) so far that have been able to take down an Elite Agent one on one.
    • Masquerade is so strong that the two ponies directly above fighting her together still can't just beat her by themselves, though part of that is essentially minimized Powered Armor in the form of hydraulics under her suit linked to a mana engine. It takes Spitfire, who herself is an example, joining the fight to actually make it even and for Masquerade to start taking any serious damage.
  • Awesome, but Impractical: As Trixie notices in their battle, the Puppeteer's BFS is too large to wield effectively indoors, hindering Masquerade's efforts to attack her.
  • Awesome Mc Coolname: Teddy has this reaction to hearing the name of Iron Will's wife, Indomitable Will, maiden name Indomitable Warrior.
  • Badass in Distress:
    • Rescuing Gypsy from the Stallions may be one of the main missions the heroes have, but its not because she's helpless. Her future vision isn't the only benefit she has from her link to the Tree of Harmony. As soon as her rescue team frees her from her Anti-Magic prison, she promptly throws Thunderhoof around the room like a ragdoll with her telekinesis.
    • Some of the Marionettes count, such as Iron Will. They're fully capable of handling themselves in a fight, but are presently imprisoned in their stasis pods, which they can't get out of themselves.
  • Bait-and-Switch: The emotionless Masquerade is hinted to be a Marionette and her Stepford Smiler maid is seemingly brainwashed. Turns out that it's the other way around.
  • Because Destiny Says So: Despite Gypsy repeatedly telling them it's not what the Tree of Harmony wants, the Stallions are trying to invoke this with the help of the Marionettes, forcing the fates they desire to occur.
  • Beam-O-War:
    • Twilight Sparkle's beam effortlessly overpowers Cover Story's to knock him through a door.
    • Trixie and Masquerade have one during their fight that ends in a draw due to the Magic Wands in Trixie and the Puppeteer's horns being Meadowbrook and Starswirl's.
    • Trixie and Masquerade end up in a Wave Motion Gun version of this with Trixie's Roar of the Four Beasts vs the Puppeteer's Eclipse Cannon. Masquerade starts to win, but Trixie never intended to win, only hold out until the timed explosive rune she'd planted on the Puppeteer's back to go off and disable Masquerade's beam.
  • Benevolent Conspiracy: Many of the Stallions in Black think they're this. Others view themselves as a Necessary Evil, while others simply don't give a darn and are in it for the power. Ironically, they were originally one of these when Celestia founded them, but slowly fell into becoming He Who Fights Monsters.
  • Beware the Nice Ones: The Tree of Harmony is a benevolent Big Good...but when the Stallions succeed in genuinely enraging it, it promptly orchestrates their downfall.
  • Big Bad: Director Masquerade, the leader of the Stallions in Black.
  • Big Brother Instinct: Trixie develops this for the other Marionettes, beginning to see them as her little siblings and family.
  • Big Brother is Employing You: Very much with the Stallions, who divide between Elite and normal Agents by black and red ties, respectively, and multiple Agents mention a "cogs in the machine" view of things. Masquerade even has a gear theme to her magic, and refers to everyone as cogs.
  • Big Damn Heroes:
    • Rainbow Dash ends up coming to Trixie's rescue from Lightning Dust due to being sent by the Cutie Map. She does this again to rescue Gilda and Greta during all out battle with the Stallions.
    • The Wonderbolts arrive just in time to save Phoenix Squad from capture. They later act as The Cavalry when they get inside just in time to back up the heroes against the Stallions in Black.
  • Big Good: The Tree of Harmony, as in canon. It actively opposes the Stallions in Black, wants to see the Marionettes set free, and is enraged at their treatment of its Seer.
  • Big Little Brother: Iron Will, Trail Cutter, and Well-To-Do are all much bigger than Trixie, Teddy, and Ace. However, they're also relatively new Marionettes, making them the 'little brothers'.
  • Blinded by the Light:
    • Trixie tries this trick in her first encounter with the agents, but it is foiled by Gear Shift and Cover Story's sunglasses.
    • Cover Story pulls this on the Mane Six and Spike in an effort to escape, but they quickly regain their bearings.
  • Boxing Lessons for Superman: Trixie and Lightning Dust have natural power, and all the Marionettes Generation 3 and higher have Super Toughness and stamina. However, because they're robots, they can't physically get stronger (barring upgrades). Trixie's solution is to focus on the skill side for both of them, as there's no inbuilt limit on that.
  • Brainwashed and Crazy: Gear Shift and Cover Story take control of Lightning Dust and order her to help them capture Trixie.
  • Brainwashing for the Greater Good: The Stallions in Black justify their use of mind magic and False Memories as being this. It decidedly isn't.
  • Breaking the Fourth Wall:
    • Pinkie Pie comments that Lauren Faust had wanted her to be Wonderbolts member Surprise before it was changed.
    • Discord's answering machine mentions that he cannot appear in the story in person until the show can afford to hire John de Lancie again.
  • Break the Cutie: Poor Trixie finds herself hunted by a pair of Implacable Stallions, loses her home again, and discovers to her horror that she's an android. It's hard to blame her for going into a Heroic BSoD.
  • Break the Haughty:
    • Lightning Dust's experience while brainwashed plus finding out she is a robot thoroughly destroys her arrogance.
    • Gear Shift and Cover Story lose their sense of superiority when they are defeated and captured and Cover Story finds out he is a robot.
  • Bring My Brown Pants: When Mindwipe is finally cornered, Starlight Glimmer is disgusted when she looks down and sees a puddle form under him.
  • Broken Faceplate: Trixie manages to shatter part of the visor of Masquerade's Puppeteer armor at the same time Masquerade shatters her eye lens. This actually becomes a problem for Masquerade, as she now has to block attacks the visor would've previously protected her from.
  • But for Me, It Was Tuesday: Mindwipe has done so many memory alterations that he has trouble remembering them all, comparing it to a writer not remembering works they didn't much care for.
  • Call-Forward: One of Sunset's comments about getting better at reading people's emotion after beating the Sirens hints at her developing her Touch Telepathy powers emerging in Legend of Everfree.
  • Cassandra Truth: Gypsy told the Stallions in Black repeatedly that they were not doing what the Tree of Harmony actually wanted, but they didn't believe her because they thought she was just trying to get them to let her go. Cover Story points out it's likely that him and Gear Shift trying to tell them the truth about the Tree and it wanting the Marionettes free would likewise be not believed.
  • Catchphrase: Masquerade tends to "We are all just cogs in the machine" or some variation on it. Another one she has is saying "I wonder if I'm (emotion). Not that I would know if I was/did."
  • Cerebus Retcon:
    • A number of Out Of Character Moments from canon are revealed to have been created by the Stallions in Black's mind manipulation.
    • Bon Bon's being revealed as a retired secret agent was played largely for laughs in the show, but this story reveals the nature of the organization she was a part of as well as the fact her explanation in the episode was only what what she believed happened. The situation with the Bug Bear is also played much more seriously.
    • The Flim Flam Brothers, Iron Will, and Lightning Dust being so out of character in Siege of the Crystal Empire is explained as the Stallions intentionally reprogramming them to be more villainous and commit high treason so they could all be done away with due to their repeated 'malfunctions' and Trixie was originally meant to suffer the same fate. Thankfully the heroes stop it before it can happen.
  • Chainsaw Good: Masquerade can conjure gears that can spin like buzz saws and are just as sharp.
  • Chest Blaster: The Puppeteer can fire a Wave Motion Gun from its chest.
  • Child Soldier:
    • Masquerade is a grown up one, having been raised from birth to be what she is. Spoiled Rich (then Spoiled Milk) was disturbed by the idea. Masquerade's mother also implies that this is family tradition.
    • Miss Marshmallow was designed to have a very child-like mind so she wouldn't think too hard about the things she'd be ordered to do. Bright Future even says she's more or less a child.
  • Clones Are People, Too: The clones created by Queen Majesty's Foal Making Mirror are no less alive than anyone else, nor seen as less than alive. Derpy accidentally creates a colt clone of herself she names Derby Hooves who she adopts as her son, and it's implied Dinky was created the same way. Jet Set and Upper Crust create a daughter named Gold Mine from it as well, as being Marionettes they can't reproduce naturally. It's also heavily implied Masquerade was a clone of her mother created the same way, and Trixie's opinion is it changes nothing.
  • Co-Dragons: Mindwipe and Alpha Hoof to Masquerade, due to being the department heads of S.M.I.L.E.'s memory and monster hunting divisions respectively. Ultimately subverted with the latter, as Alpha Hoof performs a Heel–Face Turn due to ultimately agreeing with Bon Bon's points on how wrong the agency's actions were and takes her entire division with her. Riptide is a third one, being the head of security, and is also the first one to be fought and defeated.
  • Combat Breakdown: The fight between Trixie and Masquerade starts with Trixie as a 'mecha Alicorn' and Masquerade in a powerful, Alicorn-based Powered Armor. After a long fight, Trixie is badly damaged and drains her Mana Engine in her final attack to destroy the Puppeteer, badly injuring Masquerade (more so than she originally was) in the process. At this point, their fight devolves into two exhausted, wounded ponies throwing punches at one another while barely able to stand until Masquerade finally goes down and can't get back up.
  • Combat Pragmatist:
    • Trixie, being a showmare, tends to resort to any tactics she can in a fight. Such as forcing Riptide into exposing herself by threatening to fire a lightning bolt into the water she's in, which would have possibly have hit Bright Future (who Riptide is protecting). It was a bluff (as doing so would hurt the Marionettes as well, something Trixie decidedly doesn't want), but Trixie put on a good enough act even her allies were fooled. Playing dirty is how she manages to compensate for the difference in power and skill between her and Masquerade in the Final Battle.
    • Gilda and Greta, having learned to fight surviving on the streets of Pre-reformation Griffonstone, unashamedly fight dirty.
    • Teddy isn't afraid to give an agent a Groin Attack while his back is turned (and Teddy is presently invisible). Justified, as Teddy was created to be 'the bad boy' before he Grew Beyond Their Programming, and thus his fighting style reflects that.
  • Composite Character: Nurse Redheart in this universe is a combination of her canon self and Sweetheart.
  • Conspiracy Thriller: The genre: Trixie finds herself on the run from The Men in Black for reasons she doesn't understand, gradually uncovering a gigantic conspiracy by them to enforce the fate the Stallions in Black seek to lock Equestria into via brainwashing and the Marionettes, of which she is one.
  • Control Freak: The Stallions are obsessed with controlling destiny.
  • Corrupt Corporate Executive: Lampshaded with Well-to-Do, with Trixie asserting that they need to have Twilight make him read all of her books on honest business.
  • Cover-Blowing Superpower: When Sunset Shimmer returns to Equestria, she uses her jacket to hide the fact she is now an Alicorn. She later explains she didn't want to make things about her when the Marionettes were the ones it was really about, but is forced to reveal it to fight Riptide.
  • Crazy Survivalist: Trail Blazer was meant to be this, and although his personality is incomplete due to Fluttershy getting her key without him, he still has the skills.
  • Creepy Monotone: Masquerade never displays any emotion when speaking, even during a fight. Even Maud Pie finds her unnerving.
  • Curbstomp Battle: Applejack, Rainbow Dash, and Pinkie Pie only have any trouble with Longhorn and his gang because it's four on three and the fourth member keeps running interference. Once Fluttershy and Trail Cutter arrive and deal with that, the trio end the fight in a few minutes. It's noted that the fight would've been more one sided had Twilight not had to continue with the others to prevent Masquerade from escaping.
  • Cursed with Awesome: Teddy and Ace being extremely heavy is a design flaw that hindered their ability to pose as normal ponies. However, they both figure out that in combat this can be an advantage, as it makes them able to brace themselves or others more effectively or (as Riptide finds out the hard way) put a lot more force into charging attacks.
  • Cutting the Knot: While infiltrating the Stallion's base, while the others are brainstorming ways to get past a laser grid, Cover Story just uses his ID card, which is still valid.
  • Death-or-Glory Attack: The move Trixie uses to destroy the Puppeteer upon realizing she simply can't deal enough damage to it with her normal attacks to take it out before Masquerade's much stronger attacks do her in. Not only does the set up require expert timing, the Roar of the Four Beasts is so powerful it nearly completely drains her mana engine and leaves her barely able to move afterwards. Trixie outright admits if she'd got one thing wrong, she'd be scrap metal.
  • Decon-Recon Switch: While the creation of the Marionettes to serve as moral lessons to the mane six with no compassion or thought about them being living things is incredibly heartless, the story also shows that just because someone was created for one thing, doesn't mean that's all they can be or become.
  • Deconstruction Fic: Deconstructs the idea of Monster of the Aesop by showing how heartless it is for a being to only exist for the purpose of teaching a moral lesson. The Masquerade is also deconstructed, as rather than keep the public safe, it's kept them in the dark about serious threats that could have been potentially stopped earlier than they actually were. This can and has gotten ponies hurt or killed, which is why the filly Bon Bon and Lyra are guardians of, Tootsie Flute, is an orphan to begin with.
  • Defector from Decadence: Cover Story and Gear Shift, Spoiled Rich and Bon Bon are all former agents that have joined with the heroes.
  • Deus Exit Machina: Fluttershy mentions she tried to ask for Discord's assistance with the situation, but she discovered he had just left on a fishing trip with the Smooze in another dimension. He eventually shows up to help Starlight track down and deal with Mindwipe.
  • Didn't See That Coming:
    • The Stallions got the identities of the Element Bearers other than Rainbow Dash, Twilight, and Fluttershy completely wrong, resulting in them running around like idiots trying to get the 'correct' Bearers all to fight Nightmare Moon (and even before that, had made assumptions like Gilda being Kindness). You think that would've clued them in on Gypsy telling the truth, but no. Gypsy later reveals that this guess wasn't exactly wrong, much to the Gifted Unicorns' (Moon Dancer, Lemon Hearts, Minuette, and Lyra, who could easily have been alternate Bearers had things been different) shock.
    • The Stallions never expected anyone would completely bypass Moirai's technological defenses and launch a full attack on it. Unfortunately for them, the heroes have Cover Story, Gear Shift, Spoiled Rich, and Bon Bon, allowing them to do exactly that.
  • Disc-One Final Boss: Gear Shift and Cover Story are defeated early on, but there is still their organization to deal with, particularly their boss Director Masquerade. Word of God even refers to the fight with them as this trope.
  • Dirty Coward: Mindwipe is the lowest ranked department head for this reason. He even mind controls his own subordinates to fight in his stead.
  • Diving Save: Diamond Tiara tackles her mother Spoiled Rich out of the way of falling debris from Rainbow Dash and Lightning Dust's battle with Gear Shift.
  • Does Not Know His Own Strength: When Sunset Shimmer answers Twilight Sparkle's call for aid and returns to Equestria, she accidentally cracks the floor with a step. This is because she has become an Alicorn and is not used to the Super Strength.
  • Do Not Call Me "Paul":
    • Gear Shift and Cover Story briefly run into their old colleague Sweetie Drops. She insists her name is Bon Bon now.
    • Gypsy hates being called Oracle (what the Stallions in Black called her) and is touched when Bon Bon calls her by real name.
  • Do Not Taunt Cthulhu: The Stallions in Black abused and kept the Tree of Harmony's Seer against her will for years, despite repeated warnings the Tree was not happy about this or how the ways they were using her power. The Tree eventually gets clopped off and begins actively orchestrating their downfall.
  • Doppelgänger Spin: Trixie is capable of doing this via her illusions, and it's one of her favorite attacks.
  • Earn Your Happy Ending: It takes a lot if effort and damage to Trixie, and a lot of effort from the others heroes, both Marionette and not, but the Stallions are defeated, the Marionettes freed, Gypsy returns to her family after years of captivity, and Trixie is getting the recognition she desires.
  • Eating Machine: The Marionettes have stomachs, and feel the desire to eat and drink, but besides water acting as a coolant, it's unknown why save for blending in with ponies.
    • Before the mana engines were perfected, the eating helped recharge the Marionettes.
  • Equal-Opportunity Evil: The Stallions seem to accept anyone they find of use for their mission, from all the pony races, mare and stallion both, and so far we've seen a Deer, Minotaur, Griffin and Mermare Agent. They seem to draw the line at actual "monsters" though.
  • Emotionless Girl: So far, Masquerade has shown little to no emotion, inside or out. Unlike Maud, who has emotions but difficulty showing them, however, Masquerade is genuinely emotionless. Gypsy and Spoiled Rich's comments imply her mother made her this way, something Masquerade confirms.
  • Evil vs. Evil: Starlight Glimmer reveals she had known of the Stallions in Black for some time and was opposing them since their agenda of controlling everypony's fate clashed with her agenda of making everypony equal.
  • Eye Scream:
    • Lightning Dust's eye gets destroyed in the impact with the train tunnel, revealing her optic underneath it.
    • Both of Trixie's eyes get destroyed in the same fashion during the Final Battle with Masquerade.
  • Facepalm:
    • Rainbow Dash does it with both hooves after Gear Shift and Cover Story reveal it never occurred to them that keeping Gypsy prisoner would anger the Tree of Harmony.
    • Twilight and Sunset do it when they realize they could have made more room in the cramped elevator they were in by flying.
  • Failsafe Failure: It's revealed that the plot was set off by Trixie experiencing one thanks to the Alicorn Amulet frying her failsafes and freeing her from Gear Shift and Cover Story's control. Twilight invokes this to free Lightning Dust with a spell to copy the effects and later does it to Cover Story when it's discovered he's one and his failsafes kick in.
  • Fake Memories: The Stallions in Black constantly give these to citizens with their mind spells. To the Marionettes to make them think they were real and to Diamond Tiara and Silver Spoon's families so they would think they were real. After Lightning Dust apologized for her behavior in "Wonderbolts Academy", the Stallions altered everypony's memories so that they would think Lightning was unrepentant so she would be expelled.
  • Family of Choice: Trixie and Lightning Dust come to see the other T-Series Marionettes as their siblings, Cover Story as their cousin, and Dr. Bright Future as their father. Referenced by Trixie, who points out that Jet Set and Upper Crust don't have to view themselves as siblings (as they're Happily Married to each other) because they just chose to see themselves as family.
  • Fantastic Racism: Some of the "monsters" the Stallions capture are genuinely dangerous and a threat to ponies (one even calmly saying that he'll kill them all when asked what he'll do if the heroes let him out), but plenty more are simply threats to the Stallions Ignorance Is Bliss attitude, like Thorax.
  • Fantasy Metals:
    • Twilight mentions Mithril, stating it's an extremely strong and light weight metal, but also quite rare to the point she'd only seen a few elite Royal Guards with armor made of it. Trixie and Lightning Dust turn out to be made of an alloy of it, which is why Lightning Dust survived slamming head first into a train tunnel without much structural damage. Twilight suggests this is because the light weight and strength make it a good choice for imitating a pony without compromising durability. She also notes that the metal's rarity means their builders must be very well funded to afford that much of it.
    • Orichalcum appears later, being an artificially synthesized material with a degree of Anti-Magic properties. The Stallions used it to make Gypsy's prison.
  • Final Battle: Alicorn mode Trixie vs Director Masquerade wearing the Puppeteer armor.
  • Fish out of Temporal Water: Teddy and Ace have been sealed away for over a decade, and are surprised by a number of things that happened in their absence, including Twilight's ascension.
  • Flat Character: Rainbow lampshades this with Well-To-Do, saying that him being an android makes sense in hindsight because he wanted to destroy the environment for no real reason like a Captain Equus villain. Apparently it was more to humble the deer than to teach the Mane Six An Aesop, so the Agents who handled that never gave him a very detailed personality. Even after being freed from the control of the Stallions, he is still quite greedy.
  • Flawed Prototype:
    • The Generation 1 and 2 Marionettes lacked mithril armor and needed to be recharged manually due to lacking a mana engine. Trixie's original form, G1T01, was powerful enough to rival Sunset Shimmer, but due to these flaws could never actually truly beat her.
    • The Generation 2 Marionettes had another flaw in addition to the above: being made out of steel, they're far too heavy, with their metal plating alone weigh over three hundred pounds, forcing Agents to intervene whenever one so much as stepped on a scale. Ironically, this was an attempt to fix the durability flaw of the Gen 1 Marionettes.
    • Even the Generation 4 Marionettes, for all their improvements, have a major flaw: they overheat very easily and must drink cold fluids to compensate. This problem was fixed with the Generation 5 models and Twilight upgrades Trixie and Lightning Dust with a similar fix.
    • The Puppeteer, a suit of Powered Armor based off the Marionette concept and intended to fight Celestia if she went rogue, is a dangerous, unfinished prototype that puts a large amount of strain on the user. Masquerade only pulls it out as a last resort and admits the strain combined with her pre-existing injures should have caused her to black out by now. In other aspects, it lacks mobility and limits Masquerade's movements, and the BFS is too large to be effectively used inside the base. After its destroyed, Masquerade is left barely able to stand and with a cracked horn due to a combination of injuries sustained in the fight and the sheer strain it put on her..
    • Miss Marshmallow uses the prototype mana engine as her power source. While providing a huge amount of power (enough to power her weapons), it has worse heating issues than the normal version, to the point that in her 'all weapons deployed' mode, her mana engine is exposed and protected by an energy field just to compensate.
  • Floating Island: Moirai, AKA the base of the Stallions, resembles a metal fortress on top of an armored floating island.
  • Foreshadowing:
    • If a character is described as not breathing hard but feeling hot after some strenuous activity, that means they are a robot.
    • In several scenes, Cover Story drinks salt water without being affected by it (in the show, salt and cider are both substitutes for alcohol), with Gear Shift asking how he does it. He doesn't get drunk because he's a robot.
    • Its noted that Trixie has locked hydraulics in her legs and additional parts Cover Story doesn't possess. Cover Story also notes that the reason they put Meadowbrook's Crystal Wand in her horn was because she was meant to be The Rival to a potential Alicorn. It's eventually revealed that Trixie was built to ultimately be upgraded into an Alicorn.
    • While infiltrating Moirai the heroes discover the P-Series Marionettes in the basement, all of which were destroyed for going mad with power, but only up to Generation 4 with no Generation 5 Marionette in that series being mentioned. While exploring Bright Future's lab, Teddy finds a Marionette limb noted as being much larger and hallow. Also, it's repeatedly noted that the Stallions have Starswirl's wand, the twin of the one Trixie has, but it's missing from the Artifact Archives. Turns out that the final P-Series Marionette is a suit of Powered Armor with Starswirl's wand in its horn: the Puppeteer, G5P00.
  • Foregone Conclusion: This is the reason Teddy and Ace being talked through the initial Tomato in the Mirror situation to discovering they're androids happened offscreen, as by that point the audience had seen the same exact conversation twice now with the Mane Six to Trixie, then Trixie to Lightning Dust and thus would've just been repetitive, according to Word of God.
    • The same logic is used for using the computer to catch the rest of the Marionettes up as well, with only a small section of that seen.
  • Forgot About His Powers: Twilight and Sunset forget that they can fly when they're in a cramped elevator in Moirai, even though Lightning Dust was up on the ceiling.
  • For Want of a Nail: Gypsy mentions this when talking about how flexible the future is, and how the Stallions simply want things to be the way they want it to be, taking her first prediction as set in stone and following it like gospel despite her telling them that fate is more complex than that. She uses the fact that the Elements could have ended up in the hooves of other ponies as an example of this.
  • Glowing Mechanical Eyes: The Marionettes have glowing blue optics hidden under their false eyes, as revealed when Lightning Dust's eye gets destroyed to reveal hers.
  • Godzilla Threshold: Villainous version: Masquerade only goes to activate the Puppeteer, the Stallions' anti-Celestia weapon, when it becomes clear the heroes will win otherwise. Before she goes to do so, Marshmallow even warns her that its an unfinished, untested prototype that would be dangerous for her to use even in perfect health.
  • Gondor Calls for Aid: After realizing they don't have enough manpower to defeat the Stallions in Black, the Mane Six call in nearly every ally they have to help them.
  • Gone Horribly Right:
    • Long Horn and his crew were prototypes for the fifth generation Marionettes, and a test for an enemy that dealt inside the law (complete with a little brainwashing for Twilight so she wouldn't start Cutting the Knot), but were far more violent than was expected.
    • The Stallions in Black were created by Celestia to safeguard Equestria's heroes and protect it (especially from her if she fell like Luna did). So they are.
  • Good Feels Good: Lightning Dust remarks on this after fighting side by side with Rainbow Dash to defeat Gear Shift.
  • Greater-Scope Villain:
    • Gear Shift and Cover Story are The Heavies, but are merely agents in a larger organization rather than the ones in charge. Their actual boss is Director Masquerade.
    • The Stallions in Black have been responsible for a large number of the minor antagonists the Mane Six have had to deal with, who were actually Marionettes created to either enforce fate or teach them some kind of lesson.
    • It turns out that Masquerade's mother raised her to be the way she is and never gave her any choice in the matter, making her this trope to her daughter. Of course, it's also implied that her mother was in turn raised to be how she was by her mother, and so on and so forth, meaning whoever started the cycle (if anyone) is the true Greater-Scope Villain.
  • Grew Beyond Their Programming: Implied to be the case with the Marionettes. Cover Story and Gear Shift express concern that according to her profile, Trixie shouldn't be capable of ice or wind spells but she's learned them anyway. Diamond Tiara acting outside what she's programmed for (a 'Spoiled Brat who only cares about herself' as Spoiled puts it) unnerves Spoiled Rich, particularly when she saved her life.
  • Hammerspace: Despite Twilight searching them before putting them in magic bubble prisons, Cover Story keeps pulling out bottles of salt water and chugging them. Metal detector spells being useless on him certainly must've helped.
  • The Heavy: Cover Story and Gear Shift are this for the first half, due to being the primary members of their organization fighting Trixie.
  • Heel–Face Door-Slam: The Stallions are doing this to their Marionettes that have undergone Heel Face Turns, reprogramming them into following their designs again.
  • Heel–Face Turn:
    • Trixie briefly runs into the Flim-Flam Brothers, who had gone legit out of gratitude for Granny Smith saving them from falling out with each other (seen in the comics).
    • Lightning Dust after she is freed from the brainwashing.
    • Cover Story makes one because he realizes his memories of joining was programming and now able to think about the flaws in the organization he couldn't before, as well as preferring the Mane Six's perspective on the Marionettes over the Stallions in Black's. Gear Shift follows shortly there after upon realizing the Stallions really weren't doing what the Tree of Harmony wanted and Gypsy was telling the truth about it being angry with them.
    • Spoiled Rich finally admits she truly loves Diamond Tiara deep down and chooses not to report Gear Shift and Cover Story's defection. She then joins the heroes on their quest to defeat the Stallions in Black after they came after Diamond Tiara and Silver Spoon.
    • Alpha Hoof and her division perform one when confronted by Bon Bon, causing Alpha Hoof to finally act on the Heel Realization Bon Bon caused her to have a long time ago.
    • Like in canon, Starlight Glimmer.
    • Bright Future, Riptide, and the rest of the villainous Marionettes make one, and join Shining, Spoiled Rich, and Spitfire and the other heroes in the battle against Masquerade and her remaining forces.
    • 1/9 of Masquerade's force performs one when confronted with the Dark Secret that a large percentage of them are Marionettes and the Tree of Harmony itself sent the heroes to defeat them.
  • Heel Realization:
    • Cover Story and Gear Shift have one upon realizing that Cover Story was a Marionette and that the Tree of Harmony is angry with the Stallions in Black respectively.
    • Spoiled Rich's comes when Diamond Tiara saves her life in direct defiance of her programming. She then overhears the Mane Six's interrogation of Cover Story and Gear Shift, realizing that she'd been treating a sapient being like trash the entire time. Bon Bon calls her on it.
    • Bon Bon's old supervisor from her monster hunting days had one after what happened, and acts on it to convince her division to do a Heel–Face Turn when her and Gypsy run into her.
  • Heroic BSoD:
    • Trixie goes into one after discovering she's an android, going near catatonic. The Mane Six thankfully help her through it. She goes into another one when she learns what would have happened to her had the Stallions in Black captured her: she would have been converted into an Alicorn, just so she could fight Twilight Sparkle again and lose again. Her friends help her through this as well.
    • Ace and Teddy go into one, though not for the same reasons (as the others had experience dealing with the Tomato in the Mirror situation by then). Instead, it's because the two were forcibly separated from their friends and loved ones when the Stallions put them in storage over a decade ago. They're ultimately snapped out of it by the heroes, with Trixie downloading her original self's memories to empathize with them and fully snap them out of it.
  • Hero Secret Service: The Stallions in Black had this as one of their roles when Celestia created the organization, and it's still part of their mission statement. The problem is they take it way too far.
  • Home Sweet Home:
    • One of Trixie's goals is to be able to return to her cart, which she's quite upset to have to abandon again to escape the Stallions in Black. The final scene of the story is her in her cart just enjoying being home.
    • Teddy and Ace both ultimately want to get back to their loved ones who they haven't seen in over a decade, being stuck in the Stallion's basement. Both succeed in the end.
    • Gypsy is this as well, having been abducted as a filly and not seen her home or loved ones in over a decade. She is last seen being reunited with them upon returning home.
  • Hypocrite: The Stallions in Black have 'protect Equestria' as their mission statement, but not only have they taken it so far as to become a threat themselves, they place their own continued secrecy as the highest priority and thus allow threats they easily could have helped with or stopped go unchallenged if it'd mean exposing themselves in anyway, not even informing anyone else, including Celestia, about them, while also keeping the public ignorant of very real threats that have gotten ponies hurt or killed. Word of God has compared them to the Pharisees, being so self-righteous they're blind to their own wrongdoing while following a literal interpretation of their rules rather than the actual spirit of them.
  • I Know You Know I Know: Pinkie and Masquerade have a brief gag of how Pinkie's group was expecting an ambush, but the Stallions knew they would expect an ambush, that eventually leaves Pinkie confused.
  • I'm Not Doing That Again: Trixie comments this after destroying Masquerade's Puppeteer armor with a Death-or-Glory Attack that left her mana engine so drained she can barely move and momentarily forgets she now only has three legs.
  • Idiot Ball: Invoked: the Stallions in Black made Twilight stupidly stick to arbitrary rules that made no sense in context when dealing with Longhorn and his crew the first time to prevent her from Cutting the Knot of their lesson about dealing with an enemy that dealt inside the law.
  • Ignorance Is Bliss: The Stallions are devoted to this ideology. Not only do they memory wipe ponies for seeing things too far outside their normal worldview (like the portals from Friendship Games), but they're so obsessed with their own secrecy that they don't act at all if there's a risk of exposure. For instance, at least half of the monsters their monster-fighting division tracks go unfought by them for that reason. Remember the Bugbear from "Slice of Life"? It had escaped years ago, and the Stallions never told anyone about it! Deconstructed, as this can and has gotten ponies hurt or killed, which is the entire reason Bon Bon tried to be an Internal Reformist and later a Defector from Decadence.
  • Immune to Mind Control: Trixie and the Mane Six are immune to Gear Shift and Cover Story's mind control, though Spike pointedly isn't. Their comments implied the Mane Six's resistance is a new development. After being freed from their control, Lightning Dust becomes immune as well. In the case of Trixie and Lightning Dust, it's because they're robots and their failsafes were fried. The Mane Six are immune because of Rainbow Power.
  • Impersonating an Officer: Gear Shift and Cover Story claim they are agents of the Equestria Bureau of Investigations, but Twilight Sparkle sees through it because their badges are fake. "Because my big brother is Captain of the Royal Guard, and on the EBI seal, Celestia's wings go behind it not in front of it."
  • Implacable Man:
    • Though they are not invincible, Gear Shift and Cover Story shrug off everything Trixie throws at them and all she can do is run. Lightning Dust also acts this way under their control. This seems to be a job requirement for Elite Agents (their rank), as other ones shown also take a large amount of punishment from multiple ponies to take down or extremely skilled fighters like Shining Armor or Spoiled Rich one on one.
    • Masquerade is this, naturally as every time she actually gets hit, she gets right back up as if nothing happened.
  • Identical Grandson: It's mentioned that Masquerade, the Director of S.M.I.L.E., is identical in appearance to her mother, her predecessor. This is noted as being strange In-Universe, and caused the Stallions to develop rumors about why.
    • It seems her mother used a foal-making mirror to essentially clone herself.
  • I Just Want to Be Special: Bright Future and Trixie share this trait.
  • I Need You Stronger: The Stallions in Black constantly toughened up and secretly taught lessons to the Mane Six and the Cutie Mark Crusaders as part of their goals.
  • In Spite of a Nail: The events of "The Cutie Re-Mark" still happen despite the situation with the Stallions in Black. Because time travel was involved, only a few minutes passed for anypony other than Twilight Sparkle, Spike, Starlight Glimmer, and Gypsy.
    • Despite the Marionettes being freed, the Siege arc still occurs, but with Wind Rider, Rough Diamond, and Dr. Collaberon instead of Flim and Flam, Iron Will, and Lightning Dust, the latter of which was still involved, but as a hero.
  • Internal Reformist: Bon Bon tried to be this, but was given Fake Memories and kicked out instead. It did, however, result in Alpha Hoof and her department's Heel–Face Turn, however, as they actually realized she was right.
  • Irony:
    • Despite being foals, Diamond Tiara and Silver Spoon are the second and third G4 Marionettes to be made. The much older looking Well-to-Do is actually the youngest.
    • Trail Cutter was originally intended to antagonize Fluttershy. She's the first friend he makes after being activated who's not a Marionette.
  • In-Series Nickname: To differentiate between her two incarnations, Trixie refers to her G1T01 self as Trixie 1.0 and her G4T01 self as Trixie 2.0. After she downloads her original memories, she changes her nickname to 'Trixie 2.5', but makes it clear only she gets to call herself that.
  • "It" Is Dehumanizing: The Stallions constantly refer to Gypsy as her role as Oracle, showing they only see her as a vision source, despite her insisting that they use her name.
  • It Only Works Once: The first time Trixie faces Gear Shift and Cover Story, she covers the floor with ice to make them slip. In their second encounter, when she tries it again, they're wearing winter horseshoes that allow them to walk on ice.
  • It's Personal with the Dragon: Starlight develops a particular hatred for Mindwipe upon learning he erased or altered the memories of Teddy and Ace's friends to make them forget about them, something she has a particular loathing for given her own past of having Sunburst ripped away from her. She even teams up with Discord after the Stallions are beaten to hunt down and ensure he won't be able to harm anyone else.
  • Jumping Off the Slippery Slope: Twilight notes that the Stallions in Black tend to jump further and further off it with each new tool they get. They started making the Marionettes when Bright Future joined them, they started the mass brainwashing when Mindwipe joined, and after Gypsy came to them they started doing more and more unethical things with the intention to make sure her visions became true instead of turning from their bad path like the Tree intended.
  • Just a Machine: Gear Shift, Cover Story, and Spoiled Rich all have this mentality about the android ponies. Cover Story and Gear Shift get a rude awakening when Cover Story ends up being revealed to be one. Spoiled is clearly unnerved when Diamond is acting outside her programming, especially when Diamond saved her life despite, according to Spoiled, being programmed to be an Alpha Bitch who only cares about herself.
  • Killed Off for Real: Miss Marshmallow dies when her own final attack if contained in a forcefield and destroys her.
  • The Klutz: Weaponized by the allies with Derpy.
  • Knight Templar: The Stallions have become this.
  • Know When to Fold 'Em: Masquerade realizes she cannot win against all her foes, and briefly retreats in order to gather her strength and gain an advantage.
  • Last-Second Chance: The Tree of Harmony sending Gypsy to the Stallions in Black was this. The Tree saw there was still something to save and sent her to try and turn them away from their bad path, but instead they held her against her will and went further down it.
  • Leaning on the Fourth Wall: The current Marionettes are of the G4 series, a reference to the My Little Pony Series being in its 4th Generation currently.
  • Leitmotif: "Weapons Factory" from Super Mario RPG is this for Masquerade.
  • Limit Break: The Roar of the Four Beasts, the most powerful spell Trixie knows by story's end, requires a very large and complex series of magic symbols to be written out to be used and requires so much magic that it nearly drains Trixie's mana engine dry, but is powerful enough for a direct hit to destroy Masquerade's Puppeteer armor. She manages to accomplish this by keeping Masquerade distracted with a puppet suped up with illusions while she crafts the symbols.
  • List of Transgressions: Twilight is keeping one for the Stallion in Black's crimes. Justified, as she wants to get as much legal right to take them down as she can get.
  • Living Forever Is Awesome: When Trixie realizes that she's effectively immortal, since she can just get a new body whenever she needs to, she starts to appreciate being a robot more. Suri Polomare agrees with her.
  • Long-Lost Uncle Aesop: The Marionettes entire purpose is mostly to be this: to show up, teach the Mane Six or CMC an Aesop, then go away until the next aesop needed taught. Deconstructed, it's shown just how cruel building sapient beings just to play this role would actually be.
  • Loyal Phlebotinum: Meadowbrook's wand apparently imprinted on Trixie as its new owner, something Twilight says isn't uncommon with those kinds of artifacts, hence why the Stallions had to reuse her AI, they couldn't get it to work with any other Marionette.
  • Mad Scientist: Bright Future, the seapony creator of the Marionettes, though far nicer than most.
  • Making a Splash: Riptide, a Mermare Agent, has this power.
  • Magic Wand: The Unicorn Marionettes use magic wands built into their horns to cast spells with the power from their mana engines. Trixie's was once Meadowbrook's, and the Stallions also have Starswirl's.
  • Magitek: The Marionettes are androids, but run on mana engines, use magical metal in their construction, and Trixie and the other Unicorns, like Cover Story, have magic wands for their horns.
  • Major Injury Underreaction: Masquerade makes it clear that she feels pain, but whatever damage she takes, she just matter of factly describes her injuries without any emotion.
  • Mama Bear:
    • Derpy agrees to help the Mane Six after learning that the Stallions in Black's machinations had endangered her daughter Dinky in the past.
    • Spoiled Rich thrashes some agents who tried to take away Diamond Tiara and Silver Spoon, then agrees to help the Mane Six so that they will be safe.
  • Meaningful Name:
    • Gear Shift is able to adjust his strength and speed, similar to changing gears in a car. Rainbow Dash is impressed by how quickly he can accelerate.
    • Cover Story is a member of The Men in Black who naturally has to produce a number of his namesakes. Him being a pony is also a cover story for his true nature as a Marionette. He lampshades this later, saying that the name is the most on the nose name the Stallions could have chosen.
    • The Stallions in Black's headquarters is called Moirai. The Moirai are the Sisters of Fate in Greek Mythology, and the Stallions are obsessed with controlling fate.
    • The Stallion's leader is named Masquerade, who believes that Ignorance Is Bliss.
    • The Marionettes are intended to be the Stallions in Black's puppets and perform whatever action they're intended to.
    • The Puppeteer is a Marionette bases Powered Armor, with Masquerade lampshading the name.
  • Meatgrinder Surgery: Trixie has a dream of this being done to her. It wasn't a dream.
  • The Men in Black: Gear Shift and Cover Story fit the look and personality, and hint that they are part of a larger organization. Their organization is called S.M.I.L.E., but nicknamed the Stallions in Black.
  • Midseason Upgrade: Trixie and Lightning Dust receive a cooling upgrade from Twilight, fixing their heating problem. Lightning Dust also receives a night vision upgrade at the same time, and not long after Trixie regains her G1T01 self's memories and merges the two personas which gives her all of the spells Trixie 1.0 knew (including the ability to teleport).
  • Mighty Glacier: Trixie quickly notes that the Puppeteer is more stiff and has lessened mobility, due to having a pony inside of it. However, it vastly increases Masquerade's power and can tank a great deal of punishment. Masquerade points out that they were aware of this, which is why it has Attack Drones and Trixie theorizes the telekinetically controlled BFS it has exists for the same reason.
  • Mobile Fishbowl: Bright Future is a tiny Seapony who operates a robotic suit filled with water to move on land.
  • Monster of the Aesop: Deconstructed. The Marionettes are made to be this by the Stallions in Black and it's pointed out how utterly heartless it'd be to make sapient beings just to serve as lessons for the heroes would really be. Especially since the Stallions are actively keeping the Marionettes from changing for the better in order to make sure they stay as enemies to be opposed.
  • Moral Sociopathy: Masquerade doesn't bat an eye when her choices and actions hurt or endanger others, and outright admits she can't form attachments or feel empathy. However, she still genuinely believes her actions are what's best for the world.
  • Multiple-Choice Chosen: Gypsy explains this is how Fate actually works, as opposed to how the Stallions think it does. Gilda, Sunset, and Twilight's Canterlot friends all could have been the Bearers if various things hadn't changed fate's course until it landed on the current set. The Stallions refused to believe they might be wrong about Fate's nature and instead believe they'd interpreted its will wrong.
  • My Hero Zero:
  • Mythology Gag:
    • Gypsy is based off the character of the same name from the G1 comics.
    • Magic Star is mentioned, in this case being history's greatest maker of Magic Wands including Meadowbrook's, which is currently in Trixie's horn.
    • Inkwell from the comics makes a brief appearance in a flashback.
    • The Generation 2 Marionettes are Ace and Teddy. The rest of the Mane 7 are mentioned, though with Nurse Redheart taking Sweetheart's place (according to Word of God this is because Redheart's design seems to be based off Sweetheart). Bright Eyes and Patch appear in the epilogue with the newly upgraded Ace.
    • A foal-making mirror appears.
  • Necessary Drawback: The magic using the Neighponese written language that Trixie picks up after finding out she has Meadowbrook's wand in her horn and thus has a natural affinity for it allows a unicorn to use powerful spells with much less strain on their horns by storing the mana up in the symbols, including some too powerful for their horn to do. However, the drawback is the symbols have to be actively 'drawn' in the air and there's little room for error, meaning using the higher level spells in combat is very difficult to the point Meadowbrook herself is the only one to ever do some of them in that context.
  • Necessary Evil: Masquerade argues that the Stallions are necessary to the safety of Equestria, though the heroes don't buy it.
  • Never Gets Drunk: The Marionettes, being robots. This irritates Cover Story when he really wants to get drunk after his Robotic Reveal.
  • Nice Job Breaking It, Hero!:
    • Celestia created the villainous organization before it became corrupt and zealous in its mission.
    • The first incarnation of Trixie was built to try and pop Sunset Shimmer's ego a bit, but the limitations of the design at that time meant that she couldn't recharge her magic fast enough and was defeated simply by virtue of not being able to keep up with Sunset's output levels, simply boosting Sunset's ego instead.
    • The Tree sent Gypsy to the Stallions because it recognized that were corrupt, in the hopes that they would listen to Gypsy and reform. Unfortunately, they became obsessed with Gypsy's visions and making sure what they thought was the "correct" fate would come about, leading to them imprisoning Gypsy to force her to provide them visions constantly, and became even more corrupt.
    • The Cattle Rustlers are released by Masquerade to cover her retreat. Their failsafes get fried, but they decide to attack the heroes instead.
  • No Eye in Magic: Fluttershy realizes The Stare won't work on Gear Shift and Cover Story because of their sunglasses.
  • Non Sequitur, *Thud*: Cover Story blasts Pinkie Pie's Party Cannon and makes it explode in her face. When Fluttershy checks on her, she mutters, "Boneless, I know you miss Cheese Sandwich but he's throwing a party in Las Pegasus..."
  • Noodle Incident:
    • A rather sinister one: when their mind magic fails to work on the Mane Six, Gear Shift comments in shock that it 'always worked on them before,' revealing that this isn't the first time they or another member of their organization has used their mind magic on the Mane Six before they developed their resistance to it...
    • Gear Shift's reaction to Lightning Dust joining Rainbow Dash against him and apologizing for the events of Wonderbolt Academy is to say he thought they 'fixed that glitch' and that 'she can't remember' something, but doesn't reveal just what that something is. It's later revealed that the Alternate Ending to that episode is what really happened and the Stallions in Black altered everypony's memories.
  • Not So Different: Trixie realizes during their final confrontation that Masquerade is no different than the Marionettes: having been created to fill a role S.M.I.L.E. needed, given no choice in the matter, and more or less forced to be how she is now with no say at all. Masquerade herself notes the similarity, and comments she wondered if speaking with somepony so like her would actually make her feel something.
  • Not So Omniscient After All: Despite their dogma about being the chosen of fate and having access to Gypsy's visions, the Stallions are blindsided several times, in part because they interpret fate as less flexible than it really is.
  • Not So Stoic:
    • Cover Story loses his shit when he finds out he is a robot.
    • Subverted with Masquerade. Trixie expects she'll be this when Marshmallow dies, but Masquerade is actually that emotionless. Trixie feels pity for her upon realizing why that is the case.
  • Not What I Signed on For: Several of the Stallions in Black are genuinely Obliviously Evil and have no idea they're the bad guy, and have this reaction when they find out the full consequences of their actions. Bon Bon cites finding out about how many monsters the SiB let run rampant for secrecy reasons was this for her.
  • Older Than They Look:
    • Rainbow Dash questions just how old Sunset Shimmer is, considering Trixie is over a decade old and was intended to rival her back when she was Celestia's student. She blushes and replies it was 'interdimensional magic'.
    • Bright Future and Riptide, thanks to an accident with an youth-draining crystal on Reverse Polarity, are far older than they appear, actually being 75, having joined the Stallions before the corruption when Masquerade's great grandmother was running things.
  • Omniscient Morality License: The Stallions, believing that they are carrying out the desires of fate, act like this. In their minds, anything from keeping Gypsy captive for years, creating sentient androids to be used as antagonists for the heroes to face in the name of making them better heroes, reprogramming or destroying said androids if they start to develop past the personalities they were programmed with or become a threat to their plans, manipulating memories in the belief that Ignorance Is Bliss, and being so obsessed with their own continued secrecy that they won't involve themselves in an issue if there's a chance they could be exposed, giving no warning to anyone else, allowing many events that could have been mitigated or stopped altogether to proceed, or letting monsters run around Equestria for years for the same reasons, which has gotten ponies hurt or killed, is acceptable as long as the fates they are trying to bring about are achieved.
  • One Steve Limit: Subverted: Starlight and Tales Starlight both exist as seperate characters.
  • Open Secret: By the end, the Marionettes have not had their existence properly announced to Equestria at large, but it's not a classified secret anymore.
  • Override Command: Gear Shift attempts a voice activated one to put Lightning Dust back under control. It doesn't work since her failsafes were fried by Twilight.
  • Perp Sweating: Rainbow Dash does this to Cover Story and Gear Shift after they were captured. Pinkie also turns the lamp in the other direction when the heroes are answering their questions. Lampshaded, as she points out Pinkie Pie and Rarity have both interrogated somepony and she wanted to. She also got the lamp from Pinkie Pie, who keeps them all over Ponyville in case of lamp emergencies. It's ultimately unneeded, as the two make a Heel–Face Turn and willingly give over the information asked of them.
  • Plot-Relevant Age-Up: During the epilogue, Ace and Teddy are upgraded from Generation 2 Marionettes to Generation 5 Marionettes, with their new bodies being young adults instead of 16 year olds.
  • Posthumous Character: Masquerade's mother and predecessor is long dead before the story starts but is responsible for a great deal of what happens.
  • Powered Armor: Masquerade uses a mana engine and hydraulics to increase her strength. The Puppeteer is a larger version.
  • Power Limiter: Trixie's are removed when she goes into alicorn mode.
  • Pragmatic Villainy: Masquerade permits 1/3 of her force to simply leave (with 1/3 of that performing a Heel–Face Turn) after the Dark Secret about the Marionette agents is revealed to them. Her reasoning is simple: if she forced them to stay and they defected midfight, it'd cause them more trouble than simply allowing them to depart before the fight happened. Trying to attack them as they defect would only result in Shining Armor, who has far higher mana reserves than her side, shielding them and the Stallions wasting energy. She also refuses to lie about the Dark Secret and calmly explains her reasoning because she's aware she lacks need-to-know information to do so.
  • Predecessor Villain: Masquerade is the current leader of S.M.I.L.E., but it's been in her family for generations. Thus the previous leaders are this to her.
  • Pretend to Be Brainwashed:
    • While Trixie is hiding in a train car in disguise, Gear Shift and Cover Story enter and brainwash everypony. When Trixie realizes she was unaffected, she tries to play along with the other brainwashed passengers, but the two spot her after her hat gets blown off and attack her.
    • Twilight pretends to be affected by the mind control to lure Gear Shift and Cover Story into a trap.
  • Psycho for Hire: While most of the Stallions are Knight Templar and Well-Intentioned Extremist types, some are just in it for the power and authority it gives them over others. Thunderhoof in particular is this.
  • Psycho Prototype:
    • King Longhorn and his gang are prototype Generation 5 Marionettes, collectively called G5T00. They also turned out to be much more violent than anyone anticipated. As a result, while the Stallions intended for them to act within the law to teach the Mane Six how to handle such a villain, they ended up doing a lot more damage than intended.
    • None of the P Series of Alicorn Marionettes ever made it past the prototype stage, as they were all destroyed upon going on a rampage. Some before they were even complete. Cover Story theorizes that this is because they're programmed to think they're gods and thus don't want to take orders.
  • Ragtag Bunch of Misfits: The allies the Mane Six summon to help defeat the Stallions in Black are this, mainly due to the Stallions' influence making recruiting obvious allies impossible and Shining Armor and some guards are the only guards they could get.
  • Reality Ensues:
    • As the Traintop Battle begins, Trixie comments that the movies never mention the extreme wind that makes even moving on top of a train difficult.
    • An organization like the one Gear Shift and Cover Story belong to would have a hard time recruiting new members (especially in a place like Equestria). To have enough members to be operational, it had to compensate by using some of its robots.
      • Cover Story, after his failsafes are fried, even suggests later that they use their brainwashing spell on recruits in order to get as many real ponies as they do, as he points out that his and Gear Shift's memories of their initiation are almost certainly false, or at the very least heavily edited. A later scene in the same chapter, with a stallion being sent to "re-education", supports this theory. Gear Shift being unable to really argue against this possibility unnerves everyone, himself included.
    • Gear Shift constantly accelerating means he's gonna get tired a lot faster.
    • The Marionettes drink a lot of cold water and other drinks, like Trixie's smoothies and Cover Story's salt water, in order to maintain a cool temperature from their mana engines, though apparently the 5th generation has an upgrade meant to deal with that, and Twilight eventually manages to do something similar.
    • The Stallions in Black discover the Flim Flam timeline via Gypsy's abilities. They react naturally one of their creations having taken over the world in an alternate future and this nearly gets the two destroyed on the spot, with only Gypsy's quick thinking saving them.
    • Keeping the public ignorant of very real threats to their safety for the sake of Ignorance Is Bliss ultimately means they don't know there is a threat they should be cautious of to begin with. This can and has gotten ponies hurt or killed, Tootsie Flute's parents among them.
    • Mithril is expensive enough that at least some of the Agent Marionettes don't use it, meaning that there could be more than Cover Story initially thought. The steel ones are also more easily taken down through Shock and Awe attacks.
      • The Gen 1 Marionettes focused on blending in, but this meant a lack of durability. The Gen 2 Marionettes were tougher, but they were so heavy that the Agents had to wipe minds every time one so much as stepped on a scale, hence why they started using the mithril.
    • The Stallions in Black are a very large organization and just defeating Masquerade won't destroy it. To truly stop them, the entire organization must be completely dismantled and the heroes have to plan accordingly. Even after Masquerade's defeat, her remaining forces keep fighting until they're defeated outright.
    • After the fall of the Stallions, Bright Future has a lot more trouble getting parts to make new Marionettes, even with Celestia's help. Trixie ultimately refuses to be repaired just so Ace, Teddy, and Mecha Radiant Hope can get new bodies first.
  • Really Was Born Yesterday: The robotic Radiant Hope (referred to in text as Mecha Radiant) acts like a five year old filly. When questioned about it, Bright Future points out that due to not receiving her programming, she really is basically a five year old and she was literally just put in her body. It's noted that they should probably get her a new body better befitting her physical age, which happens during the epilogue.
  • Retired Badass: Sweetie Drops and Spoiled Rich are retired members of Gear Shift and Cover Story's organization. It is shown that even in her middle age, Spoiled Rich is still an excellent fighter.
  • The Reveal: Trixie is an android. And has always been an android. And so have most of the jerk villains the Mane Six have been dealing with.
  • Robo Family: Trixie and Lightning Dust decide themselves and the other Marionettes are essentially siblings due to their shared origin. They later introduce themselves to Ace and Teddy as their sisters and it's revealed they and Cover Story have decided to consider each other cousins due to their different series. There's also the Flim Flam Brothers, naturally, who are even designated as G4T06A and B. When they are freed, Jet Set and Upper Crust are slightly disgusted by this because they are married and love each other, but Trixie assures them that they are free to continue their relationship.
  • Robotic Reveal: Lightning Dust's head gets slammed into a train tunnel, revealing she is a robot. Likewise, Trixie's hip is injured to show she is a robot. Spoiled Rich says Diamond Tiara is a robot, which neither Diamond nor Filthy Rich are aware of. Cover Story's face slams into broken glass during the fight with him to show he is a robot.
  • Robot Me:
    • When they discover that Trixie and Lightning Dust are robots, the Mane Six (and even Trixie herself) assume they're robotic replicas of the real ponies. Subverted, however, as they are the originals and have been robots the entire time.
    • Played Straight in regards to G5T01, who is a replica of Radiant Hope intended to pretend to be her.
  • Rule of Cool: Bright Future mentions this is half of the reason Trixie has a Transformation Sequence into her Alicorn form, the other half being it's faster than building a separate body for her to be transplanted in.
  • Sadist: Thunderhoof, a Deer Agent with Shock and Awe powers who likes hurting others, including zapping an Agent that discovered that he was a Marionette.
  • Screw Destiny: Starlight is not a fan of fate, as she links it to Cutie Marks and some people being more favored than others. It's a big reason she opposed the Stallions even before turning good. She considers bringing this up to Gypsy (the Seer of the Tree of Harmony), but decides against it given everything Gypsy had been through.
  • Screw This, I'm Out of Here!:
    • Mindwipe decides to abandon the Stallions and run for it when he gets caught by Bon Bon, Lyra, and Starlight. Starlight, however, teams up with Discord to make sure he doesn't get away.
    • One of Chrysalis' spies in the Stallions decides to run for it when it becomes apparent the Stallions are going to fall.
  • Seers: The bad guys are holding the Tree of Harmony's seer hostage and forcing her to give them her visions so they can force them to become true.
  • Sealed Good in a Can:
    • Gypsy is kept imprisoned in an Orichalcum room most of the time. Moon Dancer's team eventually free her during the assault on Moirai.
    • Teddy and Ace were deactivated and placed in pods that were left in the Stallions' basement for over a decade. Twilight and company eventually reactivate and free them.
  • Sense Loss Sadness: In Marshmallow's flashback, Masquerade is shown to be distraught that she's slowly losing her emotions. She even rips the legs off a spider and kills it, not out of sadism, but because she remembers feeling bad about killing one before and was trying to see if she would now. She's saddened to find that no, she can't anymore.
  • Shared Family Quirks: Like several of his Marionettes, like Trixie, Bright Future is a bit of a Large Ham. He and Trixie also share I Just Want to Be Special traits.
  • Shock and Awe Thunderhoof, a Deer Agent and former Hooviet, has electric powers.
  • Shout-Out:
  • Shut Up, Kirk!: When Sunset Shimmer tries to convince Marshmallow that what S.M.I.L.E. and Masquerade are doing is wrong, Marshmallow retorts, "Your speeches are boring! Why do you keep making them?!"
  • Slowly Slipping Into Evil: The Stallion's corruption was gradual, taking place over a long period. Once they had Gypsy's visions and the Marionettes, it accelerated significantly. This is ironic because Gypsy was sent to them because they could have still been redeemed.
  • Smoke Out: Trixie escapes from Gear Shift and Cover Story the first time by firing lightning at a nearby waterfall to create steam. She also uses her typical smoke bombs at other times.
  • Sneeze Cut:
    • All three of the CMC sneeze at once when a Minotaur Agent asks who will guide ponies without the Stallions.
    • Radiant Hope does this when Bright Future is talking about how using her android double would only be a problem if the real her showed up, according to Gypsy.
  • The Southpaw: Trixie is lefthoofed, as in canon. She uses her right hoof to move her bags while pretending she's an Earth Pony to take advantage of this to further hide her identity.
  • Spinning Piledriver: The brainwashed Lightning Dust attempts one on Rainbow Dash, but she breaks free right before impact.
  • Split-Personality Merge: Trixie downloads her original incarnation's memories, at which point she has a chat with 'Trixie 1.0'. After some discussion and coming to the conclusion they're ultimately still fundamentally the same person, the two merge, with Trixie referring to the new persona as 'Trixie 2.5'.
  • Spontaneous Generation: Queen Majesty's mirror can create a child from a single pony regardless of gender, and even creates a child from Jet Set and Upper Crust, two Marionettes.
  • State Sec: The Stallions in Black were an organization created by Celestia to act independently of her so that in the event she ever fell to evil, there'd be someone in place to counter her and safeguard the heroes who could stop her. Over time, the Stallions grew more and more corrupt and eventually grew so far out of control that Celestia effectively has no way to shut them down other than the heroes taking the organization down by force.
  • The Stoic: While all the Stallions act like this, Masquerade has shown little to no emotion at all and seems genuinely incapable of feeling it at all.
  • Stepford Smiler: In contrast to her boss, Masquerade's maid Marshmallow is so constantly smiley and chipper, even more than Pinkie Pie, that it's clear something is not right in her head. Even when showing concern for a hurt Masquerade, she only sounds slightly less happy. It turns out that she's a Marionette designed to be incapable of feeling anything else.
  • Storming the Castle: The heroes decide to launch an attack to destroy the Stallions' home base of Moirai a floating fortress hidden by a perpetual storm.
  • Super Mode: The Mane Six's Rainbow Power and Sunset's Daydream Shimmer forms are both activated in the final act to stop Moirai from falling into the ground wrong.
  • Super Prototype: Lampshaded by Spike, who points out that despite being the first Marionette (and even in her current form, the first Generation 4 Marionette), Trixie is incredibly powerful thanks to Meadowbrook's Crystal Wand (one of only two wands like it that exist) in her horn. Cover Story explains that to rival a Starswirl, Meadowbrook, or Snowfall Frost level unicorn, potentially an Alicorn (her job), it was necessary.
  • Super Toughness: The Marionettes due to being made of Mithril. Lightning Dust slams into a train tunnel head first and is only knocked off line for a short period while suffering some damage to her disguise. Teddy and Ace are somewhat less durable, but still made out of steel.
  • Sympathy for the Devil: The heroes ultimately feel sorry for Masquerade and Miss Marshmallow upon realizing they're just as much victims of S.M.I.L.E. as everypony else. Trixie even admits after beating Masquerade she can't be angry with her knowing this.
  • Tarot Troubles: The third character in Trixie's nightmare is briefly seen somewhere with a Tarot deck. She draws The Devil, The Tower, and Death.
  • That Thing Is Not My Child!: Spoiled Rich saw Diamond Tiara in this fashion, due to the latter being a Marionette, and it's why she treated her so horribly. The realization that Diamond Tiara isn't Just a Machine and she'd been mistreating a sapient being is why she has a Heel–Face Turn.
  • The Cavalry: The Wonderbolts manage to make it into Moirai to help the struggling heroes push the Stallions back with Spitfire finally giving Shining and Spoiled enough of an edge to begin damaging Masquerade, who had both completely outmatched before hoof.
  • The Conspiracy: The Stallions in Black have been doing a number of things, including brainwashing, False Memories, and the Marionettes, to enforce the fates they believe should happen, as well as test and humble the heroes.
  • The Masquerade: The Stallions keep a lot of stuff under wraps...
  • The Mole: The Stallions in Black have them more or less everywhere, including in the Guard and the Wonderbolts. Rainbow Dash takes advantage of the heroes having captured Moirai's defense center to locate the identity of said mole and send the intel to Spitfire, allowing them to capture them and arrive at Moirai in time to give the heroes much needed backup.
  • The Plot Reaper: Invoked. The Stallions in Black desired to use the Siege Arc to put the Marionettes who'd diverged from their programming in a position where they could dispose of them so they wouldn't continue to be a problem in their plans to enforce fate.
  • There Was a Door: When the Mane Six hear Trixie screaming from the Castle of Friendship's bathroom, Rainbow Dash knocks the door down. Twilight gets annoyed and points out she had the key.
  • This Cannot Be!:
    • While fighting the brainwashed Lightning Dust, Rainbow has this reaction when Lightning uses the Wingblade spell, as Lightning had been expelled from Wonderbolts Academy before it was taught, so she shouldn't know it.
    • Gear Shift and Cover Story do this whenever somepony resists their mind control. Notably, when it fails on the Mane Six, Gear Shift comments, "But why? It always worked on them before...I hope the memory alteration will still work."
    • The two do this again when they find out Cover Story is a robot.
  • This Explains So Much: Twilight's reaction to the personalities of Trixie, Iron Will, Flim and Flam when their creator Bright Future shows some Mad Scientist Large Ham traits.
  • Tiny Guy, Huge Girl: Bright Future, a Sea Pony so small he fits inside a fish bowl, is in a relationship with Riptide, a Mermare over two meters long.
  • Title Drop: Marionettes are what the robot ponies are called.
  • Tomato in the Mirror: Trixie, Lightning Dust, and Cover Story are all incredibly shocked to discover they are robots. In fact, it turns out both were always androids.
  • Tragic Villain:
    • It's all but directly stated that Masquerade was create from the foal-making mirror by her mother for the sole purpose of inheriting the leadership of the Stallions, given no choice at all in the matter, and brainwashed into being completely emotionless.
    • Miss Marshmallow is a specially made Marionette who was built with a very child-like mind missing most of her emotions. She was made to be incapable of comprehending her actions were wrong and ultimately dies for Masquerade, who due to the reasons she's this trope genuinely can't feel anything for her.
  • Traintop Battle: Trixie and Rainbow Dash battle the brainwashed Lightning Dust on top of a moving train. They mention the combatants being buffeted by the wind and doing their best to hold on.
  • Transformation Sequence: Trixie goes through one when her alicorn upgrades activate, solely for Rule of Cool.
  • Tron Lines: The Marionettes' have blue mana moving through lines over their bodies, though this is normally hidden by their false skin.
  • Truly Single Parent: In addition to Dinky, Derpy gains a Pegasus colt son from the foal-making mirror she names Derby Hooves.
  • Turned Against Their Masters: Benevolent variety. Trixie, Lightning Dust, and Cover Story all eventually turn on their creators and join the Mane Six in attempting to defeat them, but only because they want to end the Stallions' plans and free the other Marionettes.
  • Two-Faced: After hitting a tunnel, the flesh on the right side of Lightning Dust's face is scraped off to reveal metal and an optic.
  • Uncanny Valley: In-Universe, Masquerade's constant state as The Stoic creeps more than one pony out. It goes beyond simply not showing emotions like Maud as well, as she genuinely demonstrates no emotion.
  • Underestimating Badassery: Cover Story and Gear Shift constantly underestimate Trixie and the Mane Six.
  • The Unfought: Alpha Hoof and her division are ultimately not fought, as Bon Bon manages to finalize the Heel Realization that started with Bon Bon's own Heel–Face Turn, resulting in them collectively performing one of their own.
  • Ungrateful Bastard: Longhorn would rather attack the heroes, even after they freed him and the Rustlers, than fight the Stallions.
  • Unskilled, but Strong: Starlight Glimmer comments on this, noting that due to having just become Twilight's student, she had no time to actually learn any new spells despite her sheer power.
  • Upgrade vs. Prototype Fight:
    • While not shown, the majority of Agent Marionettes in the Final Battle are G4 Agents, meaning both Teddy and Ace (G2 Marionettes) did come up against their upgraded models and won out in the end (technically the Sports Trio are G3 Marionettes, but were retrofitted with G4 tech). Justified as many of the G4 Agents were the weaker mass production models and the primary flaw of the G2 Marionettes other than their lack of energy was being too heavy, which was a major flaw to their ability to pose as ponies, not in combat effectiveness. In addition, their failsafes were fried and they already knew they were Marionettes while the Marionette agents' failsafes force them to return to the lab if exposed, meaning they didn't have to win, only bust open their opponent's disguises. By the end they also have to fall back from the battle, however, because their Mana Compressors ran dry.
    • The true Final Battle is the first G4 Marionette (and technically the first Marionette period) Trixie vs Masquerade wearing the Puppeteer, a G5 Marionette made to be Powered Armor. Downplayed as Trixie was slightly upgraded by Twilight to have one of G5 upgrades (a cooling system), but the Puppeteer is still overall technologically superior. Trixie ultimately wins through trickery and intentionally smashing the Puppeteer's cooling system, disabling its strongest weapon and making the very equine Masquerade overheat underneath the suit.
  • Victory by Endurance:
    • Gear Shift is a skilled fighter and has incredible strength and speed, but Rainbow Dash figures out he's conditioned like a sprinter. All she and Lightning Dust have to do is stall for a few minutes and he's so tired that his punches barely hurt them anymore.
    • Back when Sunset Shimmer was Celestia's student, Trixie was created as a rival for her. At the time, her design was flawed and she couldn't recharge easily, meaning although she was powerful, Sunset could always outlast her.
    • Masquerade warns Shining Armor that even though he and his friends are stronger and better fighters, they will eventually run out of stamina and lose because she has so many agents to replace the ones who fall. Reinforcements arrive and Masquerade quickly realizes this trope is no longer at play and instantly leaves to activate Project Puppeteer.
  • Villainous BSoD:
    • Cover Story's reaction to realizing that he's a Marionette as well.
    • 1/3 of Masquerade's forces have one upon the Internal Reveal that a large chunk of them are Marionettes and the Tree of Harmony isn't on their side as they'd believed. 1/9 of them literally go catatonic in response, another 1/9 just leave at Masquerade's orders due to not being able to fight anymore, and the final 1/9 perform a Heel–Face Turn.
    • Masquerade goes completely catatonic after her defeat and the Stallions in Black's organization being destroyed.
  • Villainous Friendship:
    • Cover Story and Gear Shift are the villains, but seem to genuinely care about one another as friends. When the two get separated fighting the Mane Six, Gear Shift promises Cover Story he'll come back to pick him up and makes a number of attempts at it during his fight with Rainbow Dash, and Cover Story tries to escape to help Gear Shift when he finds out Lightning Dust has joined her only being stopped upon realizing he's a Marionette as well.
    • Masquerade and Marshmallow are this to a degree, as at least once they had a mutual friendship with one another. Marshmallow still decidedly is Masquerade's friend, but Masquerade's too mentally damaged to feel anything anymore.
  • Villainous Valor: Even when it becomes apparent they're going to lose, the Stallions fight until they're completely defeated. Taken Up to Eleven with Masquerade, who continues to fight until her body simply can't continue and she has more broken bones than intact ones, even after the Puppeteer has been destroyed.
  • Villain Song: Mindwipe, the leader of the Stallions in Black's False Memories division, sings one about how their Ignorance Is Bliss mentality is for the greater good. He's interrupted by Moirai's defense systems exploding.
  • Violently Protective Girlfriend: Riptide is Dr. Bright Future's fillyfriend, and very protective of him, with a lot of power to throw around. This is at first a problem for the heroes, as she is his bodyguard. Thankfully for them, this also applies when he makes a Heel–Face Turn and she follows him.
  • Voice Changeling: Gypsy sometimes takes on some of the speech and vocal traits of different members of the Mane Six.
  • Walking Spoiler: Everything about the Marionettes following The Reveal. The Robotic Reveal and resulting Tomato in the Mirror experience for Trixie are a huge Plot Twist in the story, so any discussion of the Marionettes is spoiler territory.
  • Wave Motion Gun:
    • The Puppeteer has one in its chest that blows a hole clear through Moirai with one shot. However, it has considerable charge up time, allowing Trixie to dodge it.
    • The Roar of the Four Beasts, a spell Trixie learned from the eastern magic she studied, is basically one of these in the form of a giant golden aura dragon.
  • We Can Rebuild Him: Subverted: Trixie and Rainbow Dash theorize that Lightning Dust might have had this happen to her (and Rainbow theorizes Trixie may have been as well afterwards), but Twilight's scan reveals both of them are completely mechanical.
  • What Could Have Been: Invoked In-Universe by Gypsy, who points out that the Stallions' view of fate fails to account for this: the Gifted Unicorns, Gilda, Surprise, and others could truly have become the Bearers of Harmony, but choices by all involved resulted in the current line up.
  • We Have Become Complacent: One of the big weaknesses the Stallions in Black have: they are so dependent on their technological defenses for Moirai and supposedly being fate's chosen that they left their base with too lighter security than they probably should have. They also never thought "unimportant" individuals like Gilda could be a danger to them.
  • Well-Intentioned Extremist: Gear Shift and Cover Story claim they work to ensure Equestria's future. It turns out that their organization is dedicated to making sure that Equestria would still have strong heroes if anything were to happen to Celestia. But they've become more and more unethical and zealous in their mission after gaining access to the seer of the Tree of Harmony, Gypsy, from keeping her imprisoned in order to keep getting access to her visions (ignoring her protests that they are not) doing what the Tree wants, to manipulating events and making sapient robots as tools in order to make sure the CMC and Mane Six face trials and learn lessons. They've also become so obsessed with their own secrecy that many monster attacks and/or villainous plots could have been alleviated, or even stopped altogether, if they had openly participated in the battles, or even warned the heroes or the Princesses and Guards. Their Ignorance Is Bliss attitude has also put more ponies in danger than it's helped.
  • What Would X Do?: While fighting Masquerade, Trixie asks herself what Twilight would do in this situation. She ultimately realizes she can't imitate Twilight and instead sticks to her own talents.
  • Who Watches the Watchmen?: Celestia created the organization Gear Shift and Cover story belong to independent from her control in order to make sure that she never fell to darkness without someone to oppose her, but recently they have become increasingly corrupt and full of zealots willing to do unethical things in order to make sure that what they believe is fated to happen does, and so obsessed with their continued secrecy that they've put innocent ponies in harm's way to preserve it.
  • Written by the Winners: Masquerade believes in this.
    Masquerade: In the end. The one who fate hands the victory is the one it favors. If I win, we will see you and your kind as the villains who destroyed our great agency and I barely managed to stop from finishing it off. If you win, I will be the villain who was righteously defeated in what you will likely consider a crowning achievement. Even if you do not believe in fate, that is simply how history works: the victor is the Alicorn and the defeated is the Nightmare.
  • Yank the Dog's Chain: One of the plans the Stallions had for Trixie was to make her an alicorn... specifically to provide Twilight with a suitable challenge that she would still be able to defeat. Trixie does not appreciate that she would have been set up specifically to be defeated, nor that they would trivialize the act of alicorn ascension into just making another speed bump. She still accepts the upgrade, since she'll be able to put it to better use now.
  • Year Inside, Hour Outside: Bright Future's computer is used by the freed Marionettes to condense several hours of conversation into less than one.
  • You Are Number 6: The Marionettes are referred to with numbers by Cover Story and Gear Shift: Trixie is G4T01, Diamond Tiara is G4T03, Lightning Dust is G4T08, and Cover Story's own programming refers to him as G4EA072. Twilight notes when hearing Trixie and Lightning Dust's numbers that if there's a 1 and 8 then logically there must be a 2 to 7, unknowing of Diamond Tiara.
  • Younger Than They Look: The Marionettes are all this, as they're robots built to look a certain age. Lightning Dust for example looks Rainbow Dash's age, but was created specifically for her trip to Wonderbolt Academy. The only exception is Trixie, who's AI was made to be Sunset Shimmer's rival, meaning she's closer to Twilight's age, since they didn't change her physical age when they released the memory wiped G4 version of her body. Trixie lampshades this when talking to Lighting Dust, calling the latter her "little sister", and saying that she's going to be milking the being the oldest thing for all it's worth.
  • Your Approval Fills Me with Shame: Starlight Glimmer becomes upset when Mindwipe expresses admiration for her dictatorship of Our Town.
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