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When Giant Ponies and Creatures Attack - Episode 7 - Upper Crust, Queen of New York
Summary: Twilight Sparkle and her friends must stop a giant evil Upper Crust from destroying New York, while also dealing with her husband, Jet Set (who is controlling a helicopter he stole and is giving his wife backup).
Having been checking themselves with Daring Do in a hospital in Tokyo later that day, Twilight Sparkle and her friends have continued their journey in search for the others who would fall under Daybreaker and Nightmare Moon’s control. The next morning in New York, however, it appears that danger was happening just right now before Twilight Sparkle and her friends could even make it.
People have been running and screaming in horror as a giant unicorn mare named Upper Crust has been attacking Manhattan. She was so huge and her eyes are red.
The police officers and military have been doing the best they could saving the citizens from Upper Crust causing any havoc across the city further.
“Hold fire and don’t let this pony kill these people!” An officer named Eddie Marshall said. He is leading all the police officers from the New York Police Department and also the military, who have several tanks behind them. “Upper Crust soon will be under arrest for hurting these citizens. No way we are gonna let this large unicorn escape us!”
“Arrest me?” Upper Crust laughed, considering the police officers and military just messing around with her. “You honestly believe you can arrest a unicorn who is at a gargantuan size? Poor choice of words… Oh, and guess who I have for back up?”
When Upper Crust mentioned having backup, she heard a helicopter flying near her, and she saw that it was her husband, Jet Set. Unlike his wife, he was still regular-size pony, but he still has red eyes. Both unicorns are evil and for the most part, Upper Crust is more threatening compared with Jet Set because she has very large.
Eddie Marshall and all the military and police officers react in shock when they noticed Jet Set inside the helicopter. Unfortunately, the helicopter actually belongs to a pilot named Michael Lombardi, and Jet Set stole it from him through a confrontation.
“Boys, we got a stallion controlling the helicopter that the pilot, Michael Lombardi, told us earlier.” Eddie told the group, being informed that Jet Set took the pilot’s helicopter when the pilot was visiting a store in Manhattan. “Looks like we gotta arrest both Upper Crust and her husband!”
“Oh, you will never catch me, knowing how high up I am!” Jet Set told the police officers and military, as he laughed maniacally.
The large unicorn mare turns her head back at her husband inside the stolen helicopter, knowing what must be done, and that they accomplish the objective in killing the humans and destroy New York.
Showing no mercy and no love towards the tinies as they clearly hate humans and don’t care about them at all, Jet Set was plotting something that only Upper Crust would know about.
“Upper Crust, I think now’s the time you kill these annoying police officers and military and wipe them all out for good.” Jet Set said, letting his wife know that she needs to finish the job and destroy all the heroes who have been saving the citizens this entire time.
“Don’t worry, I know what I’m what doing.” Upper Crust told her husband, as she paid her attention back towards the police officers and military who stand before her. “Now then, let us see those foolish heroes dodge this!” She unleashed a magic blast from her horn, which is also red, matching her red eyes.
The police officers and military, seeing the blast coming right at them, start running and head back for the police cars and the military tanks. However, they were too slow, and soon the large magic blast hit the ground, killing the entire police officers and military in the scene, except for Eddie Marshall, who is still standing and stood back from the blast, badly damaging his uniform.
Eddie was breathing hard as he could not believe what he just saw: his entire crew completely dead before him. He started banging his fist on the ground in anger, and swore he will avenge the fallen.
“How dare you… How dare you kill my entire crew?!” Eddie yelled, having a serious look on his face and that he is pushed to his limits.
Jet Set and Upper Crust laugh, not even caring about how Eddie feels over his fallen police officers and military friends. They can tell that he looks like he is ready for a fight, which made them a little amused.
“Now that’s the spirit. Come on, charge right at us before you die!” Upper Crust said, allowing the man to run at her and do whatever he can until he is gone forever.
Eddie charges towards the giant-sized unicorn mare with all the might he has with him, having his fists balled up and prepare for a punch.
But before Eddie could try and attack Upper Crust, she levitated his left fist, and quickly brought him towards her and have a closer look at her, which made him look terrified, and he already knew that he was in trouble now.
“Sorry, but this is where you must accept your fate. Nice knowing you, but I definitely gotta let you go.” Upper Crust told Eddie before she threw him into the water.
Upper Crust and Jet Set laugh in an evil way, as nothing could stop them from taking control over New York. This was far beyond any terrifying nightmare the citizens had ever experience in many years.
“Finally we have that thing finished.” Jet Set said, seeing nothing else in the way at least.
“Good. I guess that means we can continue what we have been doing. For me, I gotta destroy some buildings and kill every human around this city.” Upper Crust resumed destroying firing magic blasts at some buildings as she started walking, shaking the ground loudly every time her hooves touched the ground.
People ran away in fear and tried looking for shelter, but it was not gonna last long forever. The citizens weren’t enjoying the destruction Upper Crust, and there’s not anything they could do about it.
Upper Crust laughed evilly as she saw people dying inside the buildings and on the street. She could just watch them die all day as she will spread terror all over New York City.
“I am Upper Crust, the queen this city and you can’t defy your new queen who rules this city permanently!” Upper Crust said, firing more magic blasts at more buildings for fun.
“Stop it!” Someone shouted loudly from down below, causing Upper Crust to stop herself and turned her head back around. When she looked down, she was surprised that Rarity and her friends all appeared behind her large plot.
Feeling disgusted that the Mane Six would get in the way, Jet Set and Upper Crust now must handle with the six ponies, who will not back down from a fight one way or another.
“Great, you ponies show up. Good, in that case, I guess we’ll destroy you ponies next.” Upper Crust said, taking the Mane Six as her next targets and that they will die like the citizens who could not have survived her rampage.
“Enough talk, Upper Crust! You and Jet Set are gonna stop hurting these people, now! If not, we are just gonna force you to leave them alone!” Rarity yelled at Upper Crust, stomping her hoof on the ground in anger.
Upper Crust laughed at this, saying, “Such words from somepony who is nowhere the size I am at. You forgot that I am the largest pony around this city. You wouldn’t wanna defy me, the Queen of New York, would you, hmm?”
The Mane Six look confused at each other after Upper Crust declared herself as the queen despite the fact she has a horn and still no wings.
“But you aren’t even an alicorn.” Rainbow Dash told Upper Crust.
However, Upper Crust giggled with a cruel smile on her face, not even caring about what Rainbow Dash was saying towards her.
“It doesn’t matter if I don’t have any wings, in the real world, I can still consider myself a queen when I’m a unicorn and not an alicorn. You just don’t how dangerous I am right now because I’ve slaughtered so much worthless humans before you fools could even make it.” Upper Crust laughed further.
Rarity and her friends saw some dead people on the streets, while they saw the rest still fleeing and running from the destruction Upper Crust is still wreaking havoc through the city.
Fluttershy was worried that Jet Set, who is in the helicopter above her and her friends, may help Upper Crust whenever she needs him and when the situation calls her.
“How can we even deal with Upper Crust when she has her husband controlling a helicopter?” Fluttershy asked Pinkie Pie, wondering how they will deal with both Jet Set and Upper Crust at the same time despite the former still just the same size as the Mane Six are, whereas the unicorn mare is very large and poses a threat.
“I’m not sure, although I do have my party cannon, which has some bombs that I will fire at the stallion who is in that helicopter.” Pinkie Pie replied, letting Fluttershy know that she has carried the party cannon as her signature weapon that she has just for Jet Set.
“Me, Fluttershy, and Rainbow Dash can chase after Jet Set in the helicopter he stole. You three, deal with Upper Crust as long as you can.” Twilight Sparkle told Rarity, Applejack and Pinkie Pie, who somehow agreed with this, even though they weren’t actually sure if this was actually a good idea.
Applejack was looking nervous about the fact that two earth ponies and one unicorn against Upper Crust may not work, sensing a huge amount of power coming from Upper Crust.
“Um, you sure this is actually a plan that’ll succeed?” Applejack asked Twilight Sparkle, having a gut feeling that she, Pinkie Pie and Rarity may eventually die during the battle with Upper Crust when Twilight Sparkle, Fluttershy and Rainbow Dash chase Jet Set in the air.
“Save us time.” Twilight Sparkle placed her hoof on Applejack’s chest, making sure that she is on the same page as her. “Remember, Upper Crust and Jet Set have red eyes and they are both doing favors for Daybreaker and Nightmare Moon.”
Twilight Sparkle, Rainbow Dash and Fluttershy fly after Jet Set in the helicopter he was riding in, hoping they can bring the helicopter down.
Upper Crust laughed at what Twilight Sparkle said.
“Oh, indeed, she is right. We both are doing this for Daybreaker and Nightmare Moon.” Upper Crust told the two earth ponies and Rarity, giving the fact that is true. “Me and Jet Set both drunk those dark potions, which gave us more power and now we are unstoppable!”
“Who cares? You’ll be dealing with us, you stupid unicorn!” Pinkie Pie shouted at Upper Crust, activating the button on her party cannon, which was filled with bombs inside, and then she sends the bombs at Upper Crust, but when it touched her, it had no effect.
Applejack, Pinkie Pie, and Rarity reacted in shock as the bombs from the party cannon didn’t hurt Upper Crust a single bit. Ironically, Upper Crust was not satisfied with the surprise attack Pinkie Pie pulled on her.
“Is that all? I was hoping for more…” Upper Crust said, feeling bored.
Meanwhile, up in the sky, Twilight Sparkle, Fluttershy and Rainbow Dash are all flying after Jet Set in the stolen helicopter, giving him a chase. Jet Set is trying the best he could staying on course and find a way to trick the three winged-ponies into being victorious.
“Oh no! I can’t let these ponies catch up with me.” Jet Set said as took the controls of the helicopter in his own hooves, and activated the helicopter into speeding up some a little bit more.
Fluttershy, Twilight Sparkle and Rainbow Dash saw the helicopter going faster than normal.
“Jet Set must have forgot that I can fly very fast, so the helicopter can’t slow me down!” Rainbow Dash started flying at full speed and go after Jet Set as he tried keeping the helicopter at a faster speed.
In fact, Jet Set was laughing as he saw everything in his direction being completely perfect, until Rainbow Dash appeared before him, surprising him.
“You again? You never learn.” Jet Set tells Rainbow Dash, looking annoyed that the fastest pegasus pony plans on stopping him, even though he doesn’t plan on backing down from such a pony who has wings and has more power compared with his power because he is a unicorn and Rainbow Dash is a pegasus.
“Sorry, but this ends now!” Rainbow Dash lands on the top of the helicopter and prepare herself to stop Jet Set from having what he needs.
“You won’t be staying up on the helicopter any longer!” Jet Set warned Rainbow Dash that the helicopter can’t allow her to hold on to the vehicle as Jet Set has something just for her.
Jet Set pressed a button on the helicopter and made the helicopter go at full speed, which resulted in Rainbow Dash falling off of the helicopter.
“Blast it, he’s getting away!” Rainbow Dash said in anger, as she was unaware that Jet Set would have something up his hoof. “Still, I can’t let him get away with it! I gotta keep up with him!”
Rainbow Dash charged towards the helicopter with full speed and full power and this time she was going from the right side of the flying vehicle and stop Jet Set for good.
Twilight Sparkle, seeing Rainbow Dash not successfully catching Jet Set correctly, decides she should help Rainbow Dash. Fluttershy started flying right along with her as assistance.
Turning her head around and looking back, Rainbow Dash saw Twilight Sparkle and Fluttershy tagging along and give her some help so that she has a better chance ruining Jet Set’s plans forever.
With a plan in mind, Twilight Sparkle stopped the helicopter with her magic, and Rainbow Dash grabbed Jet Set and took him out the helicopter. Fluttershy holds the helicopter before Twilight Sparkle came inside the helicopter and took the controls with her magic and go return it for the pilot, Michael Lombardi.
Fluttershy and Rainbow Dash both carried Jet Set with their hooves and get ready for a safe landing when they touch the ground.
“I gotta go find the pilot that owns this helicopter.” Twilight Sparkle said as she couldn’t waste time and she knows what must be finished.
Back with Applejack, Rarity and Pinkie Pie, they are still in a battle with the giant unicorn mare, Upper Crust. Upper Crust and Rarity fought with each other for multiple minutes, but it seems that Upper Crust has the upper hoof, and her size proves more challenging.
“I’ve told you to surrender multiple times, but you still keep on defying me, so right now I guess this is the end for you.” Upper Crust told Rarity as she planned on finishing the latter with a magic beam that will end Rarity’s life.
“Don’t think I’m gonna give up that easy!” Rarity stood up on all four hooves, breathing hard.
Rarity briefly stood on two hooves, kicking her two front hooves in the air, and then activated her magic, doing something that she is keeping as a secret from Upper Crust.
“Huh? What do you think you are scheming?” Upper Crust was confused and suspicious over whatever Rarity was doing as she was standing still while her magic was in effect at this time.
Rarity’s magic was at full power, and she would end things right now.
“TAKE THIS!!!” Rarity shouted loudly, sending her magic towards Upper Crust, and when it came right at the giant evil unicorn, the full magic struck her in the front left hoof.
Upper Crust screamed in pain, suffering some damage. However, she didn’t realize that she started shrinking and then she returned back to her regular size, eventually the same size as the Mane Six and Jet Set.
Now knowing that there’s no point in fighting any longer, Upper Crust sees herself cornered as Pinkie Pie and Applejack both have a rope and would tie her up with it. At the same time, Fluttershy and Rainbow Dash came down from behind the other three heroines, and they placed Jet Set on the ground.
“Get away from my wife, you three ponies!” Jet Set ran and go after Applejack and Pinkie Pie, only for Rarity to stop him with her magic.
Pinkie Pie and Applejack refrain themselves from tying up Upper Crust with the rope, and they choose to let her go.
Upper Crust walked back with her husband and both admit defeat.
“You ponies may have won this time, but next time, you won’t be stopping us the next time we target another city, no matter what country we visit!” Upper Crust yelled at the five ponies before she and Jet Set ran off.
Rarity, Fluttershy, Pinkie Pie, Applejack and Rainbow Dash are all feeling glad that the nightmare in New York is over. However, for twenty minutes, they are still waiting for Twilight Sparkle to come back.
“Where’s Twilight?” Applejack asked her friends, wondering what is up with Twilight Sparkle at the moment. “We’ve been sitting for twenty minutes, and still she has not shown up yet.”
“I am pretty sure that she returned the stolen helicopter back the rightful owner.” Fluttershy answered Applejack’s question about where Twilight Sparkle has been.
They saw Twilight Sparkle in the sky, who was coming down for a nice landing.
“Finally, she’s back!” Pinkie Pie looked excited and ran towards her, hugging her as she couldn’t help herself aside from hugging a friend she cares for.
Twilight Sparkle hugs her other four friends, as they are feeling so happy that she has given the pilot back his helicopter with damaging it. She was excited that her friends are feeling safe and are still alive, like always.
Unfortunately, Twilight Sparkle noticed that Upper Crust and Jet Set have disappeared.
“Where did Jet Set and Upper Crust go?” Twilight Sparkle asked her friends, wondering where the two unicorns are.
“They ran off, darling.” Rarity replied, letting Twilight Sparkle know what happened while she missed out the fun. “I bet they will tell Daybreaker and Nightmare Moon that they’ve lost, won’t they?”
“I’m sure those two will, but it doesn’t matter what they do, we still gotta resume the journey searching for everyone else.” Rainbow Dash said, knowing that they must not give up with searching for their friends who may end up turning evil and fall for Daybreaker and Nightmare Moon’s control.
Though New York was saved from being completely destroyed and hope and happiness was restored for the survivors, the Mane Six are still on a mission where they must look for the others who may end up being a villain when the darkness takes control over them, too.

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safe2195745 artist:starryshineviolet279 edit174727 editor:jaredking779238 upper crust785 pony1626186 unicorn548668 g42051670 attack on pony144 bedroom eyes83268 ear piercing44999 earring33577 female1826877 giant pony5940 giantess6341 highrise ponies952 irl84097 jewelry115868 macro15184 manhattan64 mare756813 necklace33080 new york154 new york city306 photo97507 piercing65524 ponies in real life6643 red eyes12043 skunk stripe414 solo1443691 story included13253

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Jaredking779
Pixel Perfection - I still call her Lightning Bolt
Solar Supporter - Fought against the New Lunar Republic rebellion on the side of the Solar Deity (April Fools 2023).
Roseluck - Had their OC in the 2023 Derpibooru Collab.
Elements of Harmony - Had an OC in the 2022 Community Collab
Ten years of changes - Celebrated the 10th anniversary of MLP:FiM!
Artist -

The MLP Lover-Fan
Notes/trivia
  • This is the seventh episode in the When Giant Ponies and Creatures Attack series.
  • In this episode, it features two antagonists: Upper Crust serves as the main antagonist and Jet Set serving as the secondary antagonist.
  • This marks the first time in the series where a unicorn pony is a villain.
  • This is the first episode released on a Monday.
  • This episode begins with Upper Crust attacking the city featured, much like with episode 3.
  • Unlike the previous episodes, Upper Crust is defeated in a different way. Instead collapsing and being unconscious, Upper Crust surrenders after shrinking.
  • This is also the first time in the series in which Twilight Sparkle is not the one who shrinks the evil giant pony/non-pony. Rarity instead shrinks Upper Crust with her magic, as Twilight Sparkle was chasing after Jet Set in the sky over a helicopter he stole.