by LastScorpion

A million thanks to Ligia Elena for beta-reading this crazy thing!

By LastScorpion

Disclaimers and Author's Notes: So there I was, watching Smallville with my kids. "This is dumber than Pokemon!" I said. The kids thought for a moment, then asked, "Is it dumber than My Little Pony?" The rights to the characters from Smallville are owned by DC Comics and/or the WB and/or Millar & Gough. The rights to the My Little Pony characters are owned by Hasbro and/or DIC. I think that all of H. P. Lovecraft's stuff might be public domain at this point. A million thanks to Ligia Elena for beta-reading! All remaining errors and offenses against common decency are mine and mine alone!

Dead C'thulhu lies dreaming,
But now he's waking up!
Better leave the planet in a
Big Space Ship!
Shippy dip! Ship-shippy dip!
Shippy dip! Ship-shippy dip!

The Sea-Ponies merrily caroled their ominous warning of doom, standing up on their tails in the sparkling blue ocean just off Pony Land's beautiful Paradise Beach. Then they rose up into the cloudless cerulean sky, along with a lot of singing dolphins, and disappeared.

"Who's C'thulhu? And how can he be dead and dreaming and waking up?" Applesauce asked.

"I don't know," Stormy replied. "And what's a space ship? And how did they do that?"

"We better go ask Megan!" all the ponies decided, and they tritty-trotted off to the rainbow bridge.

It turned out that Megan was at school and couldn't help them. Even her little brother and sister were at school! So the ponies had to think of something else. They wandered the quiet Kansas countryside for a while, and then Skydancer noticed something.

"Look, everybody!" the pega-pony shouted from her vantage point, twenty feet in the air. "There's a castle over there!"

"A castle? Where?" the others all cried.

With Skydancer directing their gallop, it wasn't long before they were close enough for everyone to see.

"Maybe a wizard lives there! Surely it will be somebody who can help us!" the ponies told each other. "Let's go!"

The ponies raced each other towards Luthor Manor. Much to their surprise, they found that the bars of the fence surrounding the castle were so widely spaced that even the plumpest pony could easily squeeze through. They had expected to have a hard time getting through the front door (the uni-ponies were prepared to magic it open with their horns), but instead it fell open the instant Applesauce leaned against it -- it wasn't even latched!

Inside, there seemed to be nobody around. The little ponies explored the empty castle until they finally found someone. All alone in a big room with stained glass windows sat a young bald man, typing at a computer. He looked up at the sound of hooves. His eyes got wide, and his face became even paler than it had been before.

"Can you help us, please?" Cupcake asked politely. "Dead C'thulhu is waking up, and we need a space ship."

Lex closed his eyes. "Not again," he groaned.

Before the ponies could further explain their problem, there came the noise of somebody slamming a door open. "Lex!" yelled a loud male voice. The ponies all hid under the pool table.

A tall, dark-haired man thundered into the room. He grabbed the wizard by the shoulders and slammed him up against the wall.

"Lana told me what you did!" he shouted. "Did you think I wouldn't find out?"

The wizard plucked ineffectively at the enormous plaid sleeves. "Clark, did you see some little horses in here a second ago? Talking? Brightly colored?"

The big man let go of him, and the wizard slid to the floor, stumbling a little. "You're crazy. Again. Or are you just faking?" He turned, wiping his hands as if he'd been touching something slimy. "Whatever. I'm telling your dad. Belle Reve is where you belong!" The giant strode off quickly, leaving the wizard pale and gasping for air.

The ponies crept out from under the furniture. "What's happening?" they asked. "Who was that?"

The wizard didn't seem to want to look at them. He straightened his lavender shirt and rubbed the back of his head where the giant had forced it against the stone wall.

The ponies couldn't afford to be stopped by his reluctance to chat. "Please! You have to help us!" they clamored. "Megan is at school, and we don't know what to do!"

The wizard still shied away from looking directly at any of the ponies. He poured himself a glass of something brown and drank it.

The sound of sirens came from far away. Lex started and dropped his glass. Applesauce went and sniffed at the puddle on the floor; it smelled yucky. Ponies crowded around Lex as he looked out the stained glass window to see what was coming. It was a big white van with a revolving light on top and some sort of writing on the side.

"Damn," the wizard muttered. The ponies all gasped in shock at his bad language. "I am not going back there," he added resolutely. Taking a deep breath, he finally turned and faced the ponies. "Sorry," he said quietly. "Do you -- they'll probably be blocking the roads. My father is nothing if not thorough. Do you have some way to get me away from here? I'll help you if you help me."

"Of course!" they assured him. The ponies were all so happy!

The uni-ponies summoned the rainbow bridge while Lex packed his computer and some other things up in a black bag. By the time the armed men from the mental institution reached Lex's office, there was nobody there. (None of them admitted that they'd thought there was a rainbow coming in through the window.)

Lex swung down off of Skydancer's back and firmly squelched the impulse to sing old Judy Garland songs. The rainbow receded back up into the unrealistically blue sky. The grass here was greener than any he'd ever seen, and the air smelled sweeter than any he'd ever encountered.

"It's beautiful," he said under his breath.

"Yay!" cheered the ponies, who had evidently heard his murmured praise. They started gamboling about, kicking up their heels. "Come with us to Paradise Estate!"

Lex followed the exuberant ponies down a long, grassy, flower-studded slope. Soon he saw a big, comfortable-looking house with a few smaller outbuildings spread out below them. Beyond the buildings and their attendant grain fields and apple orchards, the blue glint of ocean could be seen at the horizon.

"Paradise Estate?" Lex grumbled. "Sounds like a land swindle." This time, none of the ponies seemed to hear.

More ponies came rushing out to greet them as they approached the buildings. There were some baby ponies among them, and Lex wondered how they managed that, since all the adults seemed to be females. His ruminations on parthenogenesis were interrupted by an intelligent-sounding white pony.

"I'm Windwhistler. Can you help us build a space ship? The sea ponies said we need to leave the planet."

"Lex Luthor." He automatically reached out to shake hands, realized that wouldn't work, and awkwardly turned the gesture into a pat on the head. Windwhistler seemed fine with that. "I don't really think a space ship is your best option. Even in my own world, people have never gotten any farther away than the moon, and you can't live there for any length of time." Hordes of ponies looked at him inquisitively. "There's no air," he explained.

"Then what can we do?" Windwhistler wailed. "I've been reading about this C'thulhu ever since we heard he's waking up, and it turns out that he is very, very bad! I can't think of any way to stop him!"

Lex patted her on the head again, reassuringly. "I think we can put him back to sleep again. Custom narcotics used to be quite a hobby of mine."

Organic chemical synthesis was extraordinarily difficult to accomplish efficiently with a bunch of curious little ponies continually underfoot. Windwhistler was the only one who seemed to have more intellectual capacity than a typical four-year-old child. It didn't help that the kitchen was the closest thing to a lab that the ponies' house afforded, and that Cupcake could not be persuaded to hold off on her baking until Lex's work was done.

Lex was able to reduce the sheer number of ponies in the kitchen by sending them out on errands -- bring back some orange flowers; go look at the ocean and see if any big squiddy monsters are coming yet; fetch another bowl to replace the one Applesauce just stepped on.

They also kept looking at him, and whispering. Lex had gotten pretty good at ignoring that over the years, but somehow it was different when it was unwanted attention from little cartoon-like horses. He still tried his best, and was unpleasantly surprised when he suddenly received a blow to the head and was knocked to the floor.

There were reproachful pony cries, and a great confusion of hooves (fortunately none of them stepped on him.) When the muzziness cleared, just a minute or so later, Lex found Morning Glory licking the bruised place on his head, and a phalanx of concerned-looking ponies between him and Applesauce, who seemed to be his assailant.

"What did you do that for?" Lex demanded.

Applesauce had the grace to look embarrassed (unlike certain gigantic farmboys of his acquaintance). "I'm sorry. I couldn't help myself. It's just so shiny!"

All the ponies looked at his head. Even Morning Glory stopped her ministrations.

"It really is," commented Gusty. "Maybe you should wear a hat."

Lex didn't dignify that with a reply. He shook himself clear of the ponies, stood up, and went back to his synthesis. Here he was, working like a fiend to save these ungrateful creatures from a horrifying doom, and they were kicking him in the back of the head for no good reason.

It was just like home, really.

The pega-ponies Lex had posted as sentries sent back word (via Applesauce, who had been banished to running messages after her little outburst) that the horizon "looked funny." Lex took that as evidence that an unearthly Lovecraftian horror was getting closer.

Windwhistler had finally thrown Cupcake out of the kitchen. She also had shown a talent for separating the poppies from other flowers the ponies had collected, and Lex was grateful for her help.

Morning Glory came trotting in and deposited a round furry hat on his head. Lex took it off and looked at it. It looked back. "Bushwoolie!" said the round furry hat. Lex put it back on. He couldn't afford the time that another head trauma would cost.

By the time he added the finishing touches (powdered meteor rock and a few other choice additives he'd brought from home) to his designer drug, the sky was clouded over with horrifying violet clouds, and a dangerous thrumming filled the air.

"Hurry!" cried Applesauce, galloping into the kitchen. "C'thulhu's coming, and it's huuuuuuge!!!"

Lex rushed out of the kitchen, followed closely by Windwhistler. He caught a glimpse of the splashing, flailing, squamous, rugose monstrosity looming up from the surf, and quickly averted his eyes. He suspected that he didn't have a lot of sanity points to spare. "That thing's as big as the Chrysler Building! How are we going to administer this stuff?" he wondered aloud.

Even through the howling winds that were whipping up, Windwhistler seemed to hear him. "I sent Spike to bring the Flutter Ponies! I hope they won't be too late!"

"We can't wait for them!" Lex said. "Get the flying ponies down here; they'll just have to dive-bomb at it. Do you guys have a catapult, or any cannons?"

Windwhistler shook her head and went to organize their Plan B Drug Delivery System. Lex started making up packets for the pega-ponies to use as grenades.

Unfortunately, the pega-ponies' aim seemed to uniformly suck. The best shot any of them got in was when Skydancer and Lofty, working together, dropped a piano on C'thulhu's head. That staggered the monster for a few moments, but it had almost reached the house (Lex armed himself with a long pole, tied a few packets of his sleep-drug to the end, and braced himself to try and shove them right into the creature's mouth as soon as it got in range) when a sprightly song became audible through the wailing typhoon.

We are here to help our friends!
Great C'thulhu's reign must end!
He should really be asleep
At R'lyeh in briny deep.
So we fly to set things right
With our Flutter Pony might!

A portly little flying reptile plopped down onto the ground, where Windwhistler was desperately trying to fashion a catapult out of a baby buggy. "I brought them!" shouted Spike the Baby Dragon.

"Thank goodness!" Windwhistler cried.

"Wow!" Spike added, looking at C'thulhu. "That's the second biggest mutant octopus I've ever seen!"

Overhead, a platoon of insect-winged ponies were lining up. The pega-ponies, with Gusty the uni-pony magically blocking the uncanny wind so that they could steer properly, brought them Lex's entire remaining kettle of sleeping powder.

"Prepare for Utter Flutter!" shouted Rosedust, the head Flutter Pony, in an incongruous English accent.

"Ready!" replied the others, in equally plummy tones.

"Utter Flutter!" Rosedust commanded.

It was the strangest thing in a day of strange things. The wind and the weather all were turned around, channeled and steered in the direction of the Flutter Ponies' desiring. It had absolutely nothing to do with physics, and Lex wasn't sure that observing this non-meteorological phenomenon wouldn't be worse for his grasp on reality than the Giant Chaos Squid and the whole Talking Cartoon Ponies thing combined. The entire atmosphere became concerned only with delivering the drug into C'thulhu's body.

The giant monster teetered for a moment, then crashed to the ground, gently snoring.

"Yay!" cheered all the ponies. "It worked!"

"He's squishing my flower garden!" Posey complained.

Lex asked the ponies to drop him off in town. His triumph over the eldritch horror had given him the confidence he needed to brazen it out back in Smallville, especially since he didn't think that Clark and Lionel's minions in the mental health field would be able to prove he'd ever even been in the castle, ranting about ponies, if he just nonchalantly strolled into the Talon. He'd act as if nothing were wrong, and there would be plenty of witnesses.

The uni-ponies made their rainbow bridge touch down inconspicuously around the corner from the coffee shop. Lex walked casually into the Talon and ordered a latte. There was some whispering among the other patrons, which he ignored, choosing instead to sit down at a centrally located table and enjoy his beverage.

He'd only drunk about a quarter of his coffee when Clark came storming in. Lex stayed in his seat, working hard to keep a perfectly neutral expression on his face. He didn't think Clark would lay hands on him in a public place, but he wasn't really sure.

"Lex!" Clark challenged. "What are you doing here?"

"Having a latte," Lex responded with a little smile. "Would you care to join me?"

Clark glowered at him. "I don't know how you got away before, but you belong in Belle Reve! I'm going to see you're put away, where your insanity can't hurt anyone anymore!"

Lex was pleased to see that most of the other customers looked curious rather than wholeheartedly on Clark's side.

"Insanity, Clark? I don't think I understand. Why don't you sit down and explain it to me?"

Clark looked mulish but took a seat.

"What can I do for you today, Clark?" Lex murmured, capturing cream with his tongue. He gestured to the waitress, whose attention was riveted to the drama going on at their table, to bring Clark a latte as well.

Clark narrowed his eyes. "You're trying to pull something!" he accused. "I don't know exactly what right now, but I will find out! So don't think you can get away with it!"

"I'm not trying to get away with anything," Lex said mildly, playing to the mid-afternoon coffeehouse crowd. "What were you saying about insanity?" he prompted.

The waitress brought Clark's latte, and he took a big gulp of the hot drink, just as he always did. Lex had long ago figured that Clark must be resistant to heat, as well as to blunt force trauma.

"On top of what you're up to right now, and what you did to Lana yesterday --" Lex wasn't at all sure what he might have done to upset Lana "-- this morning at the castle you said you were talking with a horse!" Little flecks of foamed milk flew from Clark's mouth as he ranted.

Lex played it very cool. "I don't remember that."

Clark changed tactics, trying to look earnest and sincere. He wasn't as good at it as he had been a couple of years earlier. "Your memory problems aren't your fault."

Lex raised his eyebrows and looked skeptical at that. He could feel the balance of this small crowd, and hoped he could play the onlookers to keep him safe from the Kent temper and his bastardous Luthor father's power. Life had been a lot easier before Clark had decided Lionel was the more trustworthy of the Luthors.

Clark continued. "You need to go back to Belle Reve, Lex. You know it's the best thing for you. Just for a while." He sloppily drank again. "How did you get out of the castle this morning anyway? The guards, I mean mental health specialists, had all the roads blocked almost as soon as I called them."

Lex took another neat sip of his latte. "I'm telling you, Clark, I don't know what you're talking about. I wasn't even there this morning."

"What!?!" Clark sputtered. "You're telling me you weren't at home this morning!?!"

Lex inclined his head and looked patient.

"And you didn't tell me you'd been talking to horses?!? And you didn't somehow sneak away from the Belle Reve guys?!?"

Lex shrugged and tried to look concerned. "Are you feeling okay, Clark?"

Clark glared. After a moment's silence, he demanded, "What's up with that hat?"

Lex had forgotten he had a Bushwoolie perched on his head, and he didn't completely squelch his natural reaction to the question. His instinctive flinch seemed to rekindle Clark's anger. The farmboy loomed up from the table.

Lex started to be afraid again. The other coffee customers just seemed to be developing their rooting interests now -- they probably wouldn't really help him. And he didn't know what to do about the Bushwoolie -- he'd hate for the friendly little creature to get hurt -- he wished he'd remembered to leave it with the ponies where it belonged.

Suddenly, to Lex's great relief, he felt the momentary twink of uni-pony magic. He could barely keep from laughing when he saw what they had done.

Lex stood up, straightened his Bushwoolie more securely on his head and raised his voice to address the crowd. "Honestly! Who's more believable? The man who signs a quarter of the paychecks in town, even if his warm winter hat is rather strange-looking? Or the man who's wearing his underwear ON THE OUTSIDE OF HIS PANTS?"

The crowd laughed. Clark looked down and blushed tomato-red. Lex made good his escape, and found Buttons and Gusty giggling in the flower-bed planter outside by the sidewalk.

"Thank you!" he told them. "Get this little guy home?" he asked, passing them the Bushwoolie.

"You bet!" the ponies giggled. "See you later, Lex!"

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