Mare Wars

by MythrilMoth

Rating: teen
Tags: Princess Celestia, Crossover, Twilight Sparkle, Star Wars, Gore, Violence, My Little Pony: Friendship is Magic, Alternate Universe, Nightmare Moon, Rainbow Dash, Science Fiction, Comedy, Rarity, Adventure
Length: 34239

A spoof of/homage to the Star Wars saga...with ponies.

(For the enhanced version, go here.)

A long time ago in a galaxy far, far pinker and sparklier...

The epic saga of STAR WARS...starring the cast of My Little Pony: Friendship is Magic.

THE REBELLION TRILOGY
Equisode IV: A Pony Hope (Complete)
Equisode V: The Equire Bucks Back (Complete)
Equisode VI: Return of the Cuti? (In Production)

THE GALACTIC CIVIL WAR TRILOGY
Equisodes I-III: Announced

THE UNKNOWN TRILOGY
Equisodes VII-IX: Depends Entirely On Disney

("My Little Pony: Friendship is Magic" is the intellectual property of Hasbro. "Star Wars" is the intellectual property of Lucasfilm Ltd.)

Published 2012-07-12 03:04:01 UTC
Last updated 2013-08-05 17:37:40 UTC

Equisode IV: A Pony Hope

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Weapons fire blazed back and forth between the stockade runner and the Equirial Starbucker. Explosions rocked the smaller ship; the suited spacepegasi pulling the beleaguered little ship whinnied in alarm as burrolaser fire spat forth from the Equirial ship, striking them along their suited flanks, scorching holes in the protective material. The stockade runner lurched violently to starboard; the crew struggled to maintain their footing as they rushed about, attending to various circuitry fires.

Two battered droids had been thrown against a bulkhead by the latest blast. One, a squat, shiny gold-colored droid in the shape of a cute baby dragon with luminous pale green optics featuring slitted pupils, yelped in an electronically synthesized voice. "This is crazy!"

His companion, an even smaller, round-bodied blue and white droid that vaguely resembled a trash barrel with a toy robotic owl's head, righted itself on clawed feet and hooted softly.

A small herd of Rebel ponies stampeded past, knocking the tiny droids askew again. The owl-droid hooted indignantly; the dragon-droid moaned plaintively. "My Princess...how are you going to survive this?"

The burrolasers suddenly fell silent, and the crew waited nervously...

A cutting beam glowed white-hot, tracing a line through the sealed airlock blast door, which exploded inward, smoke billowing as several large ponies in full-body white armor galloped into the corridor. The Rebel officer on deck whinnied to his men, and bolts of blaster fire spat out to intercept the Equirial steedtroopers, whose training allowed them to dive behind obstacles in the narrow corridor and return fire with only slightly less chaotic results.

"Oh man, oh man...I knew we shouldn't have come this way!" the dragon-droid moaned, scrambling to avoid being hit by any stray shots. His companion hooted furiously and flopped over on its side as a near miss rocked its servos.

Just as suddenly as the firefight had erupted, the blasters fell silent. The corridor was filled with acrid smoke and the stench of scorched plastoid armor and pony flesh.

The loud, rasping hiss of a mechanical respirator announced the entrance of a large, imposing figure: a black-armored mare, covered head to tail to hoof in leather and metal. The glossy black steel of her horn and wings shone in the bright white light. The Pony Rebels exchanged nervous glances, whickering and whinnying in alarm at the appearance of the most fearsome being in the Equire: Nightmare Moon, the Empress' right front hoof herself. Her entire body was encased in a ribbed gray leather armor; her hooves were shod in glossy black boots, and a rounded helm covered her head. A steel mask covered her face, with a triangular grate at the end of her muzzle and dark blue lenses over her eyes. A crescent-shaped control panel adorned her chest, covered in buttons and blinking lights, with flowing Marebesh script along the edges. A flowing black chainmail cape extended from her collar to her rump, draping her entire form and trailing on the deck behind her as she walked.

In the midst of this new spectacle, nopony noticed as a shimmery blue-white aura surrounded the two squat droids, who were abruptly jerked into a side corridor, where they came face-to-face with a stunningly beautiful white unicorn in flowing white silk robes, whose long, luscious amethyst hair was styled into two tightly coiled braids on either side of her head, resembling cinnamon buns. Her long tail hung in coiled ringlets, just peeking out from beneath her robes.

The gold droid recovered first, staring in worry and reverence. "Princess! You gotta hide, it's—"

"I know, Spike-Threepio," the elegant white unicorn said softly and urgently. She opened a panel on the dragon-droid's forehead and quickly jammed a data disc into a slot before closing the panel again and gently kissing the little droid's forehead. Spike-Threepio's eyes glowed more brightly for a moment.

"You must hurry," the Princess whispered. "Owltoo-Detoo, please watch over my little Spikey-Wikey, okay?"

The owl droid hooted purposefully.

"Spike-Threepio."

Owltoo hooted again.

"The little gold dragon right next to you."

Owltoo hooted again.

"Oh, nevermind, just...into the escape pod before it's too late!"

The two droids hustled down the corridor as fast as their servomotors could carry them. Watching them go, Princess Rariteia Armorgana swallowed thickly and turned to survey the carnage just around the corner. Almost all of her loyal pony guards were dead or dying. Nightmare Moon strode amid the strewn bodies, masked face glancing around dispassionately.

A steedtrooper loped up to the Dark Lady. "The Death Spur plans are not in the mane computer. They're not in the tail computer either."

Nightmare Moon's head snapped sharply to the left and her horn began to glow an evil blood red. A matching aura wrapped itself around a Pony Rebel who lay slumped against the bulkhead; the ensnared pony was sharply dragged upright, pawing the air uselessly with his hooves as his neck started to twist in an alarming fashion. "WHERE ARE THE TRANSMISSIONS YOU INTERCEPTED?" Nightmare Moon bellowed, her booming voice causing the entire corridor to vibrate. "WHAT HAVE YOU DONE WITH THE STOLEN PLANS?"

"We...we didn't intercept any transmissions!" the Pony Rebel choked out. "We're just a consular ship! On a diplomatic mission! In a cave! Out of a box of scraps!"

Nightmare Moon was not convinced, and the Pony Rebel's panic and pain became even more pronounced. "IF THAT IS TRUE, THEN WHERE IS THE AMBASSADOR?"

A wet gurgle was her only response as the light of life faded from the captive rebel's eyes; with a snort of disgust, Nightmare Moon threw what was left of him against the bulkhead hard enough to make a dent. "COMMANDER! TEAR THE PASSENGERS APART UNTIL YOU HAVE FOUND THOSE PLANS. AND BRING ME THE SHIP, I WANT IT ALIVE!"

The steedtroopers all stared in confusion at their mistress. "YOU FOOLS! I HAVE ISSUED AN ORDER, AND YOU DO NOT OBEY? I—oh wait, I got it backwards, didn't I?—YOU KNOW WHAT I MEANT, NOW DO MY BIDDING!"

Saluting hastily, the steedtroopers scrambled to obey.

Rariteia nervously adjusted her hood and tried to trot silently away before—

"There she is! Stun her!"

With a searing jolt of electric pain, the princess slumped to the deck.

"Inform Lady Moon we have a prisoner," the steedtrooper commander ordered.

Nopony noticed the silent, unremarkable launch of an escape pod, which rocketed into the gravity well of the large planet below...

"There goes another one," an officer on the command deck of the Equirial Starbucker commented, watching as another escape pod launched from the Pony Rebel ship.

"No life scans aboard. Must've short-circuited."

"Shouldn't we shoot it down anyway? I mean, because we're evil and all?"

The captain turned to look at his lieutenant in disdain. "And exactly how is destroying an empty escape pod evil? Who does that torment? Who does that benefit? You still have a lot to learn about being evil."

"Sorry, Captain."

Two droids looked out at the ships rapidly shrinking from sight as their escape pod streaked away from the stockade runner.

"Wow, it doesn't really look as bad from out here," Spike-Threepio commented. "You'd think somepony didn't want to pony up the bits for a more damaged-looking filming model of the Princess' ship."

Owltoo hooted inquisitively.

"Yeah, I'm gonna break the fourth wall a lot."

Far below, on one of the many tall, crusty sand dunes that made up the surface of Trotooine, a lavender unicorn with a long, straight violet mane peered curiously up at the overly-bright sky, shading her eyes with one hoof while magically holding up filtered binoculars. "Looks like one hay of a battle went on up there..."

She replaced the binoculars in her saddlebag with a sigh. "I don't have time to worry about things like that...too many chores and too much studying to do..." Shaking her head, she picked her way carefully down the sand dune...then slipped on some loose sand and tumbled head-over-flank down to the dusty valley below.

"I'm okay!"

Princess Rariteia was in a foul mood. She had been fettered, ponyhandled, and her stylish glossy purple cinnamon-roll mane buns had stray hairs sticking out all OVER, she just KNEW it. It was this that let her show more indignation than trepidation as she was brought to a halt in front of the most vile, dangerous creature in the galaxy.

"Lady Luna—"

"I NO LONGER RESPOND TO THAT NAME AND I'm pretty sure nopony's even supposed to know about that until the sequel..."

"Well that may have been true thirty years ago but it is most certainly NOT the case now, what with the prequels and all—"

"WE ARE NOT DOING THE PREQUELS!" Nightmare Moon bellowed. "AND I AM MOST DEFINITELY PROBABLY NOT LUNAKIN SPARKLETROTTER..."

Rariteia raised an eyebrow. "NOW who's giving up spoilers in the first act of the first movie?" she asked archly.

"ENOUGH!! SINCE WE BOTH KNOW YOU ARE GOING TO FEIGN IGNORANCE ABOUT RECEIVING STOLEN TRANSMISSIONS—TAKE THIS TRAITOR AWAY!"

As Rariteia was marched away by steedtroopers, the officer at Nightmare Moon's side commented, "Holding her is dangerous. If word got out, it could generate sympathy for the Rebellion—"

"SHE IS MY ONLY LINK TO THE SECRET REBEL BASE!"

"And she'll die before she betrays the Rebels to you."

"LEAVE THAT TO ME."

A second Equirial officer joined them. "Lady Moon, we've searched the entire ship. There's no sign of the stolen plans. It does look like an empty escape pod was jettisoned..." The officer paused, then facehoofed. "And the plans are probably inside, aren't they."

"NO. REALLY. HOW OBSERVANT OF YOU." Nightmare Moon snorted. "SEND DOWN A DETACHMENT TO SEARCH FOR THE STOLEN PLANS. THERE WILL BE NOPONY TO STOP US THIS TIME."

"Has...there ever even BEEN anypony to stop us?" the commander wondered. "I mean, it's pretty much been the Empress' show for the last twenty years..."

"NOPONY ASKED YOUR OPINION. GO DO YOUR JOB."

"Yes, my Lady."

The escape pod containing the two Rebel droids landed with little fanfare less than ten meters from a large moisture vaporator. The surprised pony repairing the ungainly machine jumped in alarm. "What the...?"

The pod's hatch opened, and two droids stumbled woozily out. "Ohhhh, my head...oh great, is this a sand planet? I hate sand planets..."

Setting her tools aside, the lavender unicorn trotted over to the two droids. "Are you alright?" she asked. "What're two droids doing in an escape pod? Is there somepony else in there? Did you come from the Pony Rebel ship I just saw getting boarded?"

The owl-droid hooted sharply, dome spinning. The dragon-droid held up its stubby-clawed hands. "Please, Miss...Miss...?"

"Twilight. I'm Twilight Sparkletrotter."

"Miss Twilight, then," the dragon-droid continued. "I'm Spike-Threepio, pony-cyborg relations, and this is my counterpart, Owltoo-Detoo."

Owltoo hooted.

"You. You're Owltoo," Spike-Threepio replied.

Owltoo hooted again.

"Do you have an extra GOTO 10 line?" Spike-Threepio demanded hotly.

Twilight facehoofed with a groan. "Oh for...cut it out, you two!"

"Sorry," Spike-Threepio said. "Anyway, we have an important mission to attend to for Princess Rariteia of Alderaanch."

"Oooh, you're from Alderaanch? I've heard it's a nice system..."

"Yes, it's very nice, but more importantly, we have a mission for the Princess—"

"And you belong to a Princess too! Oh, you must be thrilled to be owned by a Princess..."

"Well, actually we belong to the captain of the stockade runner, but—"

"Oh, so you spend a lot of time in space?" Twilight interrupted again. "I've always wanted to go into space..."

"Will you PLEASE listen?!" Spike-Threepio cried. "We're in a big hurry here and it's really important we find—"

"And you're on a secret mission for a Rebel operative! That's so awesome..."

"Yeah we're outta here. C'mon Owltoo."

Owltoo hooted.

"Don't start that again."

"Wait, wait!" Twilight cried, holding a plaintive hoof out to the droids. "Maybe I can help. I mean, you need a native guide, right?"

Spike-Threepio tilted his head in thought. "Well...I suppose it would be convenient to have a guide take us to the spaceport instead of trying to cross the apparently endless desert and running into whatever sort of really bad thing droids run into here. We don't even know what planet we're on."

"Well, if you're looking for the bright center of the galaxy, this planet is the farthest from it," Twilight muttered.

"Miss Twilight? If we're going to work well together, actually providing information instead of disgruntled opinions would probably help."

"Uh...right, sorry," Twilight said sheepishly. "This is Trotooine. More specifically, the Cake farm. I live here with my Uncle Carrot and Aunt Cup."

"Trotooine...not an Equire system, then?"

"No, and that's about the only good thing you CAN say about this place."

"Wow. That bad, huh?" Spike-Threepio asked.

Twilight nodded.

"So...anywhere we can try to get information and passage off this litterbox?"

"Well, Moose Eisley is the nearest city with a spaceport, but...this isn't the kind of place two droids want to be caught running around alone, if you know what I mean."

Spike-Threepio sighed. "It figures."

"TWILIIIIGHT!" a male voice called from the low house in the center of the homestead. An unkempt, graying stallion loped up into the bright daylight. "How's it coming with the—oh hello, what have we here?"

"Hey Uncle Carrot!" Twilight called. "These two droids just lan—" she caught herself. "—just wandered in from the desert. It looks like they don't have owners and probably had a bad memory wipe. What do you think?"

Carrot frowned. "Well...I am tired of getting ripped off by those..." He tapped a hoof. "You droids unowned, you say?" He cast a wary eye at the escape pod standing right in the middle of his property.

Twilight surreptitiously motioned for Spike-Threepio to agree. The dragon-droid promptly launched into a spiel. "Indeed we are, my good sir! I am Spike-Threepio, pony-cyborg relations, and this is my counterp—"

"Yeah, whatever. Do you speak Zebra?"

"I'm a protocol droid. I'm fluent in many forms of communication, including Zebra."

"Binary?"

"I am a droid, sir."

"Raxacoricofallapatorian?"

Twilight facehoofed. "Uncle Carrot, do we even know any Raxacoricofallapatorians?"

Carrot chuckled. "Just having some fun. Alright...looks like we just scored ourselves some free droids. But if anypony comes lookin' for 'em..."

"Got it," Twilight replied.

"Good, now get those two cleaned up, then come inside for supper."

"I'm sorry, Miss Twilight, but I fail to see how being claimed as property on your farm helps us carry out our mission."

"Well, it gives you a safe place to stay until you can find what you're looking for and be on your way," Twilight offered as she diligently cleaned the two droids, who in only a few minutes on Trotooine had managed to gain a two-inch thick layer of crusty sand each.

"Good point..."

"So, what ARE you looking for?"

"We were tasked with delivering a message..." Spike-Threepio began, then trailed off. "Here, I'll just play it for you..." He popped the data disc from the reader slot in his own head and popped it into the similar one on Owltoo. The owl-droid's eyes lit up and began projecting a hologram of an ivory-colored unicorn with an oddly styled mane.

//Help me, Ali-Corn Celesti. You're my only hope. Help me, Ali-Corn Celesti. Help me, Ali-Corn Celesti. Help—//

"Uhh...looks like he can't handle the format. You know how it is with these iDroids." Spike-Threepio retrieved the disc and carefully slipped it back into his own reader.

"Ali-Corn Celesti..." Twilight trailed off. "Now why does that name sound familiar..." She paced for a moment, her violet mane and tail swishing. "I wonder if she means Sunny..."

Spike-Threepio hopped in place. "You know who she is?"

"Well, I don't know an Ali-Corn Celesti, but I do know old Sunny Celesti. She lives out in the wastes..."

"Twilight! Finish up with those droids and come up for supper, dear! And clean yourself up too, we're having company!" Aunt Cup's voice dopplered as she bustled about upstairs.

Twilight rolled her eyes. "We'll talk more after supper," she informed the droids.

"Thank you, Miss Twilight."

Twilight stared in flat disbelief at the guest who had joined them for dinner.

"Now, Twilight, dear. Don't be rude. You remember Sunny Celesti, right?"

"As a matter of fact, I was just talking about her with somepony," Twilight said dully.

"Oh, really?" the graceful, frail-looking mare across the dinner table said, sipping a glass of blue apple juice. Sunny was a fairly old mare; her flowing mane had once been a sweeping spray of vivid pastel colors, but the Trotooine suns had bleached those hues to a pale shadow of their former vibrance. She also tended to always wear a heavy old burlap cloak and blanket that covered everything but her head and hooves. "Nothing too unkind, I hope..."

"No, it's..." Twilight trailed off. "I met somepony today who's looking for somepony named Ali-Corn Celesti. I just thought—"

Everypony fell unnaturally silent, stiffening in their seats.

"I see," Sunny said.

"Master Celesti," Carrot said with a hint of warning.

"Oh, stop that, Carrot. You knew right from the start this was going to happen. It was just a matter of when."

Twilight looked back and forth between them. Cup Cake, for her part, was beginning to sniffle. The young unicorn's ears flattened. "Am I...missing something here?"

"Twilight, I'm Ali-Corn Celesti," Sunny replied with a tired smile. "But I haven't gone by that name in many, many years..."

The door chime sounded. Everypony looked at one another in surprise, frowning. "Now who could—?"

"STEEDTROOPERS! OPEN UP OR WE'LL BLAST OUR WAY IN!"

Cup paled. Carrot frowned. Sunny sighed. "I'll handle this."

"Sunny, I mean Ali-Corn...wait!" Twilight called. But it was too late; the old pony had trotted to the door and opened it.

"Anything I can help you with?" she asked sweetly.

"An escape pod landed in the middle of this farm. Two droids were inside it. Do you know anything about it?"

"There are no droids here," Sunny said, waving a hoof in front of the lead steedtrooper's face.

"There are no droids here," the trooper repeated dully.

"The escape pod had a dog turd in it and nothing else."

"The escape pod had a..." the steedtrooper trailed off. "Okay wait, lady. If you're gonna pull that old mind trick stuff on us, at least make it make sense."

Sunny laughed softly. "Sorry, just having a bit of fun. Okay then, how about this...the escape pod was stolen by scavengers while you were taking a leak, and none of you heard it because you were whistling the My Little Pony theme song."

"I can totally buy that," the steedtrooper replied.

"Okay then, that's what we're going with, right?"

"Right. Goodnight, then." The steedtroopers left, and a few seconds later, just as Sunny was closing the door, the family inside was treated to the amusing sound of Equirial soldiers whistling a cartoon theme song. Sunny turned brightly to them. "Well, then! I guess we all know what happens next."

"You take Twilight away from us, expose her to the truth we've carefully sheltered her from her entire life, completely shatter her world view, and drag her into the middle of some epic battle for the fate of the entire galaxy?" Carrot suggested.

"Actually, I was thinking about the blue cupcakes over on the counter, but yes, the rest of that after the cupcakes."

After dessert, Sunny went down to the garage with Twilight. "So these two droids were sent here to find me?"

Twilight nodded. "They have a message from a Princess, asking for your help."

"I see." The older mare looked over the two droids, then calmly said, "It certainly has been a long time, hasn't it?"

"I don't know what you're talking about," Spike-Threepio said. In a stage-whisper, he added, "We're not doing the prequels, remember? And even if we were, I'd have had my memory erased after Mustangfar!"

"Oh, right, sorry. One does forget." Sunny chuckled.

Twilight stared at the older pony and the little dragon-droid. "Everypony in this system is CRAZY," she moaned.

Spike-Threepio made a rude sound. "So, you ARE Ali-Corn Celesti, then?"

"That's right."

"Okay. I'll play back Princess Rariteia's message. I can't show you the hologram since Owltoo has the hologram system and the disc isn't formatted for him, so..." Clearing his throat, Spike-Threepio spoke in the lilting, regal voice of an elegant unicorn:

//General Celesti. My name is Rariteia, Princess of Alderaanch. Years ago, you served my father during the My Little Clony Wars. Now, he begs you to help him once again in his struggle against the Equire.

//I regret that I must contact you in such a disrespectful manner, but that awful, awful, simply AWFUL Nightmare Moon has just attacked and boarded my vessel, and I fear I will not be able to meet you in person. I have hidden the secret plans for the Equire's most terrible weapon in the memory systems of this adorable little droid. Please deliver this droid safely to my father on Alderaanch. He will know how to retrieve the data. This is, without a doubt, THE. MOST. IMPORTANT. THING. EVER!! Help me, Ali-Corn Celesti. You're my only hope.//

After Spike-Threepio fell silent, the others took a moment to digest all that.

"Pretty long-winded for a Pony Rebel Princess in immediate danger of capture or death, isn't she?" Twilight said.

Ali-Corn studied Twilight intently for a long moment. "You must learn the ways of the Horce if you are to accompany me to Alderaanch."

"The Horse?"

"No, the Horce. With a C. Like Force."

"Oh. Okay. So...what's the Horce?"

"The Horce is a powerful force, of course. It surrounds all living things...it's part of the very essence of the universe. It is what gave the Cuti Knights their power, long ago. Through the Horce, you will become the master of your surroundings, gain insight into the workings of the universe that others lack..."

Twilight frowned. "That sounds too complicated. Can't I just use unicorn magic instead?"

"Suit yourself..." Ali-Corn trailed off. "Oh, that reminds me..." One of her saddlebags opened, and a scroll floated out, landing in front of the younger pony. "This belonged to your mother."

"What is it?" Twilight asked, opening the scroll and studying it.

"It's a hornsaber spell," Ali-Corn replied. "The hornsaber was the spell of choice for the Cuti Knights. Far more accurate than a blaster at close range, and more dignified and elegant as well."

Twilight took a deep breath and concentrated. Her horn flared with purple light...that extruded into a long, tapered violet blade shape with a loud *snap-hiss*. She tossed her head slightly to and fro, listening to the deadly magical energy hum with power, before ending the spell. "So, you knew my mother? Uncle Carrot always told me she was a navigator on an alfalfa freighter..."

"Oh, no no no," Ali-Corn said. "Your mother was a powerful Cuti Knight, and my fiercest friend. She was like a sister to me."

"So...what happened to her?"

The older mare hesitated. "A very young and very foolish student of mine, Nightmare Moon, fell to the Dark Side of the Horce and...murdered your mother."

Twilight looked down, tears in her eyes. "I never even knew my mother..." she whispered.

"Come with me to Alderaanch, Twilight Sparkletrotter," Ali-Corn suggested gently. "The Rebellion desperately needs all the help they can get, and I'm getting too old for this sort of thing."

Twilight shook her head. "I...I don't think so. I mean, I've got studies, chores, I'm just not sure my aunt and uncle will—"

"Have a safe trip to Alderaanch, dear. Be careful out there." Aunt Cup hugged Twilight fiercely, sniffling. "It's cold up in space, so take extra blankets."

"Make sure we get our niece back in one piece," Carrot admonished Ali-Corn sternly.

"Of course."

"Well then, you'd best be off. You want to make Moose Eisley before midday."

With a last round of tearful hugs, Twilight Sparkletrotter turned and left her home, the only home she had known in her entire life—a home she was uncertain she would ever see again.

As the two mares and the two droids left the Cake farm, Twilight's nose wrinkled. "Does it smell like pee out here to you?"

In a conference room aboard the Death Spur, a heated argument was brewing.

"Until this battlestable is fully operational, we are vulnerable! The Pony Rebels are far more dangerous than you realize—"

"Dangerous to your starfleet, Commander, but NOT to this battlestable!"

"The Pony Rebellion will continue to gain support in the Equirial Senate as long as—"

The doors hissed open, and the arguing ponies fell silent as a thin, dour-faced old donkey trotted in, followed by the ominous (and noisy) presence of Nightmare Moon. The donkey settled in at his place at the table, smoothing down his ridiculously thick toupee before speaking. "The Equirial Senate is no longer of any concern. I've just received word that the Empress has dissolved the council permanently."

There were gasps. "And the Senators just went along with this?" the fleet admiral asked incredulously.

The donkey peered sternly at him, frowning. "Like I said, she DISSOLVED the council permanently."

A few rather ill reactions met this comment.

"But without the Senate, without the bureaucracy, how will Her Majesty maintain control—"

"Through the regional governors," the gruff donkey said. "Through direct control of the territories. Through fear. Fear of this space stable."

"And the Rebellion?" the admiral asked. "If, as we fear, they have obtained a technical readout of the Death Spur, they might find a weakness—"

"DO NOT CONCERN YOURSELF WITH THAT MATTER," Nightmare Moon thundered. "IT WILL SOON BE DEALT WITH."

The battle commander of the Death Spur snorted. "Let them try to attack. They will fail, and they will die. This stable is now the ultimate power in the ponyverse."

"DO NOT BE TOO PROUD OF THIS OVERSIZED METAL TOY, COMMANDER. THE POWER TO DESTROY A PLANET IS NOTHING WHEN COMPARED TO THE MIGHT OF THE HORCE."

"Oh, please," the stable commander scoffed. "Don't try to frighten us with your sorceror's ways, Lady Moon. Your sad devotion to...to that..." His eyes bulged as he began to gasp and choke for breath.

One of the aides rushed over and performed the Heimlich manuever on him. An apple core flew across the room, striking the dour donkey directly in the toupee.

"...much...better," the battle commander wheezed. Pausing for a breath, he continued his tirade: "Your sad devotion to that ancient religion hasn't helped you conjure up the stolen data tapes, or find the Pony Rebel base, or improved your cupcake recipe, or cured the Trots, or made it so you can breathe without that infernally loud and annoying mask..."

The stable commander's eyes bulged again as, with a terrible spray of blood and gore, the skin and flesh of his head peeled away from his skull, splattering on the floor and table.

"I FIND YOUR LACK OF FACE DISTURBING," Nightmare Moon informed the now very dead commander.

"Oh great, now I've got to get someone in here to mop up this mess," the donkey muttered.

"IF YOU WILL EXCUSE ME, I HAVE A REBEL SPY TO INTERROGATE." Nightmare Moon turned and swept out of the room, leaving several utterly terrified Equirial officers in her wake.

Princess Rariteia faced the cell door with defiance as it opened and several steedtroopers entered. Her face faltered, lip quivering and eyes watering, at the horrible sight of the torture droid that was rapidly filling the remaining empty space in her cell.

"AND NOW, PRINCESS RARITEIA," Nightmare Moon thundered from behind the droid, "WE WILL DISCUSS THE LOCATION OF YOUR HIDDEN REBEL BASE..."

A stiff-wire brush and a humming electric clipper head emerged from the droid, which advanced toward the young Princess like an oncoming storm. The cell door then closed, muffling her screams of anguish...

The suns blazed overhead as a purple hot-air balloon drew within sight of Moose Eisley. Twilight gently set the balloon down on a massive dune overlooking the sprawling city.

"Moose Eisley Spaceport," Sunny said softly from beside her. "You will never find a more wretched hive of scum and villainy..."

Twilight stared down into the wretched hive. Pretty pastel pink and yellow roofs that looked like frosted gingerbread, window trim that looked like candy canes, and lawn gnomes shaped like gumdrops stared back up at her.

"We must be cautious," Sunny said gravely as she trotted down the dune and into the city.

"She must be nuts," Twilight muttered in disbelief, following her.

Closer to, Moose Eisley was only slightly less cheery and peaceful than it had seemed from above. Desert mice were running wild all over the place. Some of them had wicked little knives; Twilight watched one tiny little mouse shout at a hulking Buffa, which toppled over dead, crushing its rider. Steedtroopers were roaming the streets in pairs, but every time a patrol came near their party, Sunny's horn glowed faintly and the Equirials veered away without seeming to notice them. "The Horce is a powerful ally," she said quietly to Twilight.

"So is a basic perception filter spell, which is what that was," the younger pony pointed out.

"...well, okay, YES. BUT! The Horce is STILL a powerful ally, as you will learn." Sunny gestured with her chin to a nearby bar with foamy pink and blue bubbles painted on the door. "We should find a pilot here that can get us to Alderaanch."

The two mares trotted through the door and into...

Twilight stared in horror. Sunny paled. "Er. Wrong bar." They slowly backed out, eyes wide and alarmed.

Inside, dozens of huge, well-endowed stallions wearing rather suggestive leather goods and huge, bushy mustaches had been...

But anyway, nevermind that. Two addresses over, they found the bar they were really looking for.

"Is this...is this really the bar we're looking for?" Twilight asked, staring around in wide-eyed shock and confusion. There were menacing-looking ponies in black suits and masks all over the place; there seemed to be a party in progress, as the band on stage was playing a lively, upbeat tune and the various stallions and mares at the most lively table surrounded an absolutely breathtaking, almond-coated pegasus with her glossy black mane pinned up with chopsticks and a beautiful silk kimono draped about her.

Sunny frowned. "I could've sworn this was—"

A blood-spattered mare in a sleek yellow track suit charged into the middle of this bar from seemingly nowhere, a katana clenched in her teeth, and a gory spectacle of mayhem, murder, and martial arts mastery erupted.

Twilight and Sunny VERY QUICKLY backed out of this bar, shuddering at the screams wafting from inside.

"Well this is certainly helping us get to Alderaanch," Spike-Threepio commented snarkily, claws on his hips.

"So you wanna go to Alderaanch?" a raspy voice asked from behind and slightly above. The party turned and looked up. A sky-blue pegasus with a wild, rainbow-colored mane, wearing a loose black vest and a wide belt with a holstered blaster, looked down at them.

"We're looking for passage, yes," Sunny said. "The two of us, plus our two droids here, and no questions asked."

"Ooooooh, so YOU'RE why there's so many steedtroopers runnin' around today, huh?" the pegasus asked, rolling over lazily on her back in midair. "If the Equire's involved, it's gonna cost you plenty."

"How does a thousand bits now and another fifteen hundred on arrival sound?" Sunny asked.

"Sounds like you just hired me," the pegasus said. "Name's Rain Bolo. Soon as you're ready to leave, meet me at Docking Bay Seven." With a jaunty wave, she flew off, a blurry streak of rainbow trailing behind her.

"Well, that was easy," Sunny commented.

"A little too easy, if you ask me," Spike-Threepio said.

"Nopony asked you. Now shush."

"HER RESISTANCE IS CONSIDERABLE. IT MAY BE SOME TIME BEFORE WE CAN EXTRACT ANY INFORMATION FROM HER."

Nightmare Moon and the dour donkey stood on the command deck. The donkey frowned, rubbing his chin with a hoof. "Then perhaps we should try another tack."

"SUCH AS?"

The donkey turned to address his officers. "Set course for Alderaanch. It's time to show these ponies what this space stable can do."

"HOW THE HAY DID THEY FIND US?" Twilight screeched. She and Sunny were galloping full-speed through the streets, droids on their backs, searching for the docking bay, steedtroopers hot on their hooves and raining blaster fire down on them.

The older mare's horn flared, and a shaft of pure white light extended, spinning wildly around to deflect blaster bolts. Without breaking stride or looking around, she pressed on with determination. Twilight could only stare in awe.

"This...would be...a lot easier...if I could still fly," Sunny muttered.

Twilight nearly broke stride at that. "Fly? What? You're a unicorn, not a—"

"Nevermind that now!" Steadily gaining ground as some of the less Equirial-minded citizens around them started subtly obstructing the troopers' path, the two mares found the dock, where an ancient freighter that looked like it had been slapped together, torn apart, and patched with parts from a dozen other ships several times over sat, Rain Bolo waiting impatiently by the loading ramp.

"Oh, there you are. You're in a big hurry," Rain said as she saw her fare approaching. Then she realized WHY they were in a hurry, and spat out a curse. "Hurry up, get on," she urged.

The party charged up the ramp, which Rain hastily closed. "Get us the hay outta here, Macky!" she bellowed.

"Eeeeyup," a deep voice belonging to a burly red stallion rumbled from the cockpit. The engines hummed to life.

"Can this old piece of junk really even fly?" Twilight asked dubiously as she stopped for breath.

"Piece of JUNK? I'll show you!" Rain said hotly. "Punch it, Macky!"

"Eeeyup!"

Without waiting for takeoff clearance, and without bothering with such niceties as taking off at speeds that didn't send everypony for a kilometer scrambling for cover, the freighter, roughly a flat disc shaped like a large silver apple with a bite taken from it, angled up and shot straight through Trotooine's atmosphere and into the black of space, alarming the Equirial patrols in orbit.

Rain grinned. "Sit back, relax, and leave the flying to us. Welcome aboard the Millennium Rainboom."

"Well, you'd best be ready to rainboom those interceptors," Sunny remarked. In the cockpit, the proximity alarm went off even as the ship rocked from laser fire.

"Oh, you little punks do NOT shoot at MY ship!" Rain growled, charging into the cockpit and taking her place at the helm. The ship suddenly lurched sharply to the right, then veered off at a crazy angle. The two passengers were thrown roughly around the cabin, and the droids raised a din as they rattled around like dustbins. "Macky, get to work on the happyspace jump while I keep these jokers busy."

"Eeyup."

"I think we'd best strap in," Sunny suggested. Twilight nodded dumbly, eyes spinning.

The next few minutes were the most intense experience of Twilight Sparkletrotter's life. It occurred to her that Rain Bolo must indeed be incredibly skilled, and her ship far less a piece of junk than it appeared, but it also occurred to her that the brash pegasus was completely reckless and insane. Explosions danced scant meters from the skin of the ship, but no impacts were felt; occasionally Rain made a manuever that tricked the Equirial fighters into blasting each other, resulting in one spectacular fireball as an interceptor was destroyed by friendly fire. All the while, the Millennium Rainboom darted back and forth so crazily that the passengers were repeatedly thrown sharply into their harnesses.

Then, Rain gave a triumphant cry from her chair, and Twilight dared to look directly forward at the main viewport. The stars were replaced by brilliant streaks of multihued light, extruding away into the distance and forming what looked for all the ponyverse like a big rainbow tunnel in space.

And then the Millennium Rainboom was in happyspace.

Alderaanch was little more than a blue-green blotch on the main monitors as the Death Spur approached the peaceful pony planet. The doors to the bridge hissed open, and the donkey observing the approach turned, raising an eyebrow at the spectacle that had just trotted in.

Princess Rariteia was in far more ragged condition than when she had first been brought aboard. She was still fettered, and her defiant gaze had become more sullen than furious.

Her mane had been absolutely destroyed.

When she was first brought aboard, her long, deep purple tresses were expertly braided and rolled into tight, perfect buns on the sides of her head. Now, the buns had been completely undone, and the flowing hair had been butchered into clumps of uneven lengths. Split ends abounded. In one area, a few uneven lengths had been styled into frizzy dreadlocks. In another area, a shorter section had been tightly wound around an ornamental lacquered horseshoe. Still another section had been shaven bare; one of the longest remaining locks had been pulled to its full length, frozen in place with probably every ounce of hair gel in the entire Equire, and painted neon lime green.

And lastly, to add insult to injury, a live chicken had somehow become entangled in her tail.

Still, her stare remained fierce and defiant, her spirit apparently unbroken in the face of this...indignity.

"Crank Mule Donkin," Rariteia spat venomously. "I should have expected to find you holding Lady Moon's reins. I thought that foul stench meant it was bean soup day in the cafeteria, but now..."

The governor's right eye and left ear twitched. "That. Is. NOT. My. NAME. You. LITTLE. BRAT!"

"That isn't your hair either, unless some sort of furry rodent mated with your head."

The donkey started to retort, then shook his head with a gruff snort. "Enough of this. I did not summon you here to exchange ridiculous insults. I just thought, before your execution, you might be my guest of honor at a litle ceremony. One that will make known to the entire galaxy the power of this battlestable."

Rariteia lifted her chin in defiance. "If you think for one second that the decent ponies of the galaxy will be afraid of this little toy..." She trailed off, then smirked. "But then, nopony has EVER been afraid of your little toy, have they?"

Grand Mule Crankin ground his teeth furiously. "You know, Princess, I was going to offer you a chance to surrender the location of the Pony Rebel base and spare your own home planet, but now?" He turned and addressed the officers at the control monitors. "Fire when ready."

Rariteia gasped. "What—? No—!"

"IT IS TOO LATE," Nightmare Moon rumbled. "YOUR WORLD IS DOOMED."

The unicorn princess watched in growing horror as all around the command deck, banks of indicators lit up, klaxons sounded, and officers pulled levers and flipped switches. Each of the sharp "points" of the Death Spur lit up with a brilliant column of green light, which crackled with plasma as they streaked from the tips to the center of the stable. A final loud chime sounded, and a powerful beam erupted forth from the battlestable. The beam struck the peaceful, defenseless little planet on the viewscreen...

Alderaanch JUMPED, as would a pony suddenly jabbed in the sides with sharp spurs, and broke its orbit, rocketing off haphazardly into the galaxy.

All present on the bridge stared.

"...CRANKIN."

"Y-yes, Lady Moon?"

"WAS...THAT...SUPPOSED TO HAPPEN?"

Crankin swallowed thickly. "Uh...n-no, my Lady. It was supposed to, y'know, blow up."

Rariteia just stared, slack-jawed. A weird mix of horror, confusion, and hilarity flooded her mind.

"Ah...Lady Moon?" one of the bridge officers spoke up hesitantly.

"YES? SPEAK IF YOU DARE."

"Um...it's just...this might actually be better than the planet exploding."

"HOW," Nightmare Moon roared venomously, picking the hapless officer up with the Horce and shaking him like a rag doll, "IS AN ABSOLUTE JOKE LIKE THE ONE WE JUST WITNESSED A GOOD THING?"

"Ah, well," the officer said nervously, "everypony on Alderaanch is still gonna die without a sun, and now we've got a rogue planet flying around out there like an out of control bowling ball. Just—just think what kind of chaos that'll cause."

Nightmare Moon did think of what kind of chaos that would cause.

So did everypony else on the bridge.

And Nightmare Moon...laughed.

Twilight watched the little floating seeker ball warily, trying to anticipate which direction its bolt would come from. She quickly parried two shots, then leaped into the air and somersaulted into the seeker, bisecting it.

"Nicely done," Sunny commented. "Nice...nicely...oh. Oh..."

"What's wrong?" the younger mare asked, trotting over to examine her new mentor with concern.

"I...I'm not sure," Sunny said. "For a moment...it felt like millions of voices suddenly cried out in terror...and are now simply confused. And yet, danger looms in the Horce...I fear something terrible has happened."

Twilight observed her with a troubled look, and was about to start practicing the hornsaber spell again when Rain entered the room.

"That's it, we should be clear all the way to Alderaanch," she said. "So, whatcha think? Am I good? Huh?"

"You are...a somewhat talented flyer," Sunny admitted, though her voice was somewhat distracted. "I have seen better. Not many." She smiled suddenly, a bit of the warmth and life seeming to return to her eyes. "Seven, eight thousand at most."

Twilight laughed, while the blue pegasus snorted and kicked back lazily on a fluffy little cloud. "Yeah well, I don't expect a unicorn to know nothin' about good flyin'," Rain said sulkily.

Suddenly, Twilight remembered something, and turned to face the older mare. "Sunny," she said, "back on Trotooine, when we were running from the steedtroopers...you said something that I wanted to ask you about." She loped around to face her mentor squarely. "You said it would be easier if you could still fly. Would...would you mind explaining that?"

Rain leaned forward with interest. "Huh? A flying unicorn? How the hay...?"

Sunny sighed tiredly, smiling sadly. "Twilight," she began, "help me with my cloak and blankets, if you would please..."

With the younger unicorn's help, Sunny removed her heavy cloak and threadbare old blankets, and Twilight and Rain both stared in wide-eyed, shocked disbelief.

Twilight had known there had to be something special about a unicorn with such a long, grand horn and such a beautiful, vibrant mane.

Now she saw that her mentor and former Cuti Knight was no unicorn at all.

Ali-Corn Celesti sighed heavily as she extended one full, broad, feathery wing above her left flank, sweeping the feathers past the bright golden sun mark emblazoned there.

On her right, however, was a ruined, mangled mess of a wing, most of which had been amputated and stapled down a very long time ago.

Rain gasped in horror as she beheld the ruined wing. "How—how did THAT happen?!" she squeaked.

"More importantly," Twilight asked, voice full of wonder and awe, "you're a...but no, it's impossible, the only one in the entire ponyverse is a cyborg, so hers aren't even real..."

"Oh, hers WERE real," Ali-Corn said as she preened the feathers on her good wing. "The ones she has now are mechanical, yes, but long ago, she and I were both very much..." Tears filled her eyes and she sniffled. "But that is in the past. It doesn't matter."

"What're you two talkin' about?" Rain asked, head tilted in confusion.

"Ali-Corn Celesti...actually IS an alicorn," Twilight explained. At Rain's blank look, she blew upward at her own bangs. "You know, a pony who's both a pegasus and a unicorn?"

"Oh." Rain paused. "I didn't know there were any ponies like that."

"It's because there aren't," Ali-Corn replied. "At least, there aren't supposed to be. And after what happened to the only two of us in the entire ponyverse, I learned why we can't be." She looked up at the younger mares with sad, pain-filled eyes.

"You see, I have a sister. You know her as Nightmare Moon."

The younger ponies gasped.

"And when last we saw one another, many years ago, I deprived her of far more than the one wing I lost to her blade."

"Sunny..." Twilight breathed. "I..."

"But that story can wait, because I believe we're about to approach Alderaanch," Ali-Corn said primly, folding her good wing against her body once again and donning her blankets and cloak.

"Actually, we're still about what, three hours away?"

"Eeyup," Rain's co-pilot said as he nudged at a control stud on a gameboard which sat between him and Owltoo. The owl-droid hooted thoughtfully before making a countermove. Bigmacca snorted. "Good move."

Twilight blinked. "He actually TALKS?"

"Eeyup," Bigmacca replied.

Rain snickered.

Suddenly, the proximity alarms blared, and the ship shuddered violently. "What the—?!" Rain yelped. She dashed to the cockpit, Bigmacca hot on her hooves, and started checking various scopes and navigational readouts.

The Rainboom immediately dropped out of happyspace, and the occupants were alarmed to see a blue-green planet rushing up at them fast...

...and then zooming past them.

Twilight frowned. "Rain...were your happyspace calculations off?"

"No chance," Rain replied, rechecking her instrumentation. "We're still on course for Alderaanch..." She frowned. "Except...that WAS Alderaanch."

"Yes, it was," Sunny said, frowning. Her gaze was fixed intently in the direction of the rogue planet which just buzzed them. "But we're not in the Alderaanch system yet, and...it's...."

"Moving," Rain and Twilight finished.

"How can a planet be moving?!" Rain asked.

"Planets ALWAYS move, Rain," Twilight explained. "It's just—"

"I KNOW THAT!" Rain cut across her. "I mean what the hay is a planet doin' moving outside of its orbit? Macky, you got a track on that planet?"

"Eeyup," Bigmacca replied, punching up a course chart on a monitor. The chart showed Alderaanch flying away from its system and out into space, in almost the direction they had just come from.

"It's really haulin' ass," Rain observed, impressed.

"That explains the strange disturbance I felt in the Horce," Sunny said.

"It's almost like something kicked Alderaanch out of orbit," Twilight mused. "But that's...that's impossible, right?"

The group sat in silence for some time, the Millennium Rainboom stopped dead in space.

"So...what do we do now?" Twilight asked. "Do...do we follow Alderaanch?"

"I don't think so," Sunny said. "I think we need to keep going to the Alderaanch system. Whatever happened to Alderaanch, we'll find the answer there."

"But what about everypony on Alderaanch?" Twilight asked.

"There's nothing we can do for them, not at the moment anyway," Sunny said. "And I know this sounds cold, but...for the moment, they're in no real danger."

"No real DANGER?" Rain exclaimed.

"It'll take a while before losing their sun affects life," Sunny explained. "They should be able to construct geothermal safe-shelters to hold out against the loss of sunlight, and there are no small number of systems that will attempt relief. So for now, our concern needs to be finding out what CAUSED that."

"...I'm so gonna regret takin' this fare."

"Eeyup."

Sighing, Rain returned to the cockpit and reinput the course for the Alderaanch system. Twilight continued practicing the hornsaber spell; Bigmacca and Owltoo continued their game. Meanwhile, Ali-Corn went into deep meditation.

They had just arrived at the Alderaanch system when Ali-Corn suddenly gave an alarmed snort. Twilight halted her practice. "Sunny?" she asked. "What's wrong?"

"A presence," the older mare said. "One I have not felt in quite some time..."

The proximity alarm sounded again. "BUFFA CHIPS, WHAT NEXT?!" Rain cried in exasperation.

A short-range interceptor flitted past the Rainboom. Ali-Corn frowned. "Now wherever could that have come from?"

"Probably from that spur-shaped space stable up ahead," Twilight pointed out.

The ponies and droids looked at the structure looming large before the ship.

"I've got a VERY bad feeling about this," Rain said.

The Rainboom shuddered. "What was that?" Twilight asked, alarmed.

"We're caught in a tractor team!" Rain replied, furiously fighting the control board. Outside, suited spaceponies had attached a dozen space oxen to the ship, and the oxen were dragging it close to the ominous-looking space stable.

"Can we break loose?" Twilight asked.

"I don't think so," Rain said, grimacing. "They've locked burrolasers and we're flanked by fighters. Can't jump to happyspace either, the tractor team's too strong...like it or not, we're goin' in."

The party watched, a feeling of doom settling over them, as the space stable loomed larger and larger...

The Millennium Rainboom was towed into an expansive docking bay, where it was quickly surrounded by a legion of steedtroopers, blasters at the ready. A deck officer marched down from the control booth and began issuing orders; the troopers forced the landing ramp of the freighter open and lined up to board the ship.

After nearly thirty minutes, the last troopers emerged from the Rainboom. "The ship is deserted," one troop reported to the deck officer. "The crew must've abandoned ship after launch, set it on remote—"

"Ohhhhh no, we're not falling for the same trick twice in one movie," the officer replied. "They already pulled that stunt with the droids in the escape pod back on Trotooine. This ship isn't empty."

"But sir, we searched every—"

"Do you want to tell Lady Moon that?"

The trooper gulped. "No sir," he replied. "We'll search again."

Aboard the Rainboom, the ponies and droids were huddled in a concealed hold hidden beneath a deck panel. "Something's wrong," Twilight whispered. "They're not leaving."

"They're smarter than I gave them credit for," Rain replied. "Any ideas?"

"Patience," Sunny advised.

Rain rolled her eyes. "Swell."

Overhead, they could hear the heavy thudding of armored hooves as the steedtroopers searched the ship. The deck plate covering their hiding place shuddered noisily. "I have an idea," Twilight whispered suddenly. "Next time they pass right over us, let's buck the plate as hard as we can."

"So they'll be confused, and we can take 'em down before they know what hit 'em!" Rain said enthusiastically. "Nice thinking!"

They waited quietly for several tense moments. The plate vibrated again as the troopers passed overhead. "NOW!" Twilight shouted. She, Rain, Bigmacca, and Sunny reared up and kicked the plate hard with their hind legs. The troopers above whinnied in alarm as the floor was abruptly thrown out from under them and they were tossed into the bulkheads.

Several minutes later, two steedtroopers emerged from the ship, a huge, fettered red stallion between them and two droids behind them. The deck officer raised an eyebrow. "So, you did find them after all," he remarked. He trotted up to the captive pony, twitching an ear. "Take this scum down to the prison level—"

He was cut off as suddenly he was lifted off his hooves and thrown across the bay. The remaining troopers on deck snapped to attention, blasters at the ready, but the intruders quickly got the upper hand: the two impostors took out several troopers with their stolen blasters, while the rest were thrown about telekinetically, knocked against bulkheads and each other until they fell unconscious.

"Quickly, let's secure the control room," Sunny whispered as she cantered down the ramp and joined the party. "We can make our escape plan once we're safe behind a blast door."

It took less than five minutes to barge into the control room, subdue the officer on watch, and lock down the blast doors. Twilight and Rain took off their stolen helmets, while Sunny unchained Bigmacca. Owltoo rolled over to the computer access terminal and plugged in. A moment later, he began hooting rapidly. "Owltoo says the ship has been secured with a magnetic mooring field, and the bay itself is sealed by a magnetic force shield," Spike-Threepio reported. "There are three power terminals; if you shut down one of them, the magnetic fields lose power and we can escape."

"I'll handle the power terminal," Sunny said. "You three wait here with the droids."

"Shouldn't I come with you?" Twilight asked. "It could be dangerous—"

"It's best if I handle this alone," Sunny said. "I sense a presence on this stable...one I have not felt for some time..."

"Nightmare Moon is here, isn't she," Twilight stated flatly.

The old Cuti Knight sighed. "Yes. Yes she is." Shaking her head, she trotted over to the door. "Stay safe," she advised before leaving.

As the door closed behind Sunny, Rain leaned against a control console. "Some friend you got there," she said. "She's completely insane. You know that, right?"

"She's not insane!" Twilight retorted hotly. "She's a great warrior, and very wise—"

She was interrupted by an excited shout from Spike-Threepio. "She's here! She's here!"

"Who's here?" Twilight asked.

"The Princess! Owltoo says she's..." The dragon-droid trailed off, slumping. "She's in the detention level," he said quietly. "They're gonna kill her."

Twilight reared up in alarm. "We've gotta rescue her!" she declared.

"Are you NUTS?!" Rain asked. "We're in the middle of an Equirial battlestable, with thousands of steedtroopers swarming all over the place, we can't even get OURSELVES outta this mess, and you wanna try to pull off a jailbreak?!"

"Yes," Twilight replied.

"We've gotta save her!" Spike-Threepio wailed. "We've just gotta!"

Rain rolled her eyes. "I suppose you're gonna vote for playing hero too?" she asked her co-pilot.

"Eeyup," Bigmacca replied.

Rain sighed, blowing on her rainbow bangs in frustration. "Alright. FINE. We'll save the stupid Princess." She glanced over at Twilight, twitching her tail. "So, what's your big plan?"

"Uhh...gimme a minute, I'm working on it," the farmpony said.

"Put those helmets back on, chain me up, and pretend you're transferring a prisoner," Bigmacca suddenly spoke up.

Twilight blinked. "That's...a pretty good plan."

"Yeah, that could work," Rain said. "Let's see, where're the binders..."

Several minutes later, Bigmacca was fettered and the two mares had replaced their stolen helmets. "I hope this works," Rain muttered.

"What about us? What if they find us here?" Spike-Threepio asked.

"Lock the door," Twilight suggested.

"And pray they don't have blasters," Rain added.

Owltoo hooted dubiously.

"The steedtroopers. The ones trying to kill us all?"

"Nevermind that, just...hurry!" Spike-Threepio urged.

Owltoo hooted again. Spike-Threepio kicked him over onto his side.

The pair of imposter steedtroopers and their "prisoner" drew curious glances as they descended to the detention level, but nopony seemed interested in stopping them. "How does anypony see anything out of these helmets?" Twilight wondered.

"You don't have your display cams on, idiot," Rain replied.

"...oh. ....Okay, yeah, that's better."

The lift tube they had entered brought them to a security station full of guards and laser gates. "This isn't gonna work," Rain muttered.

"It'll work," Twilight replied. "It has to."

Suddenly, an officer loped up to them. "Where are you taking this...thing?" he asked.

Bigmacca snorted. "Ah'm not a 'thing', Ah'm a stallion. An' at least Ah'm a pony."

"Sh-shut it, you—!" the officer—a goat—replied testily.

Rain jabbed Bigmacca in the flank with her stolen blaster. "Sorry, sir. Prisoner transfer from block 1138."

"I wasn't notified," the goat said. "I'll have to clear it—"

The officer and the guards suddenly found themselves thrown into the laser gates, which sparked and hissed loudly. They fell to the deck, stunned and smoking. Rain stared.

"Clear THAT," Twilight said, cantering over to the security console. "Now, where's the princess—"

"You're as crazy as that old mare," Rain said wonderingly.

"Eeyup," Bigmacca agreed.

"Found her," Twilight said, ignoring the commentary. "Let's move." She took off down a corridor at full gallop. Rain unlocked Bigmacca's shackles, and the two followed in her wake.

Rariteia looked up as the door opened. A steedtrooper stood in the doorway—except this one seemed a bit on the small side. The trooper stood staring at her for far too long a moment for the princess' liking. "Aren't you a little short to be a steedtrooper?" she asked archly.

"Huh? Oh, the uniform," the other pony replied somewhat stupidly. She removed her helmet, revealing a young lavender unicorn mare. "I'm Twilight Sparkletrotter, I'm here to rescue you."

"You're who?"

"Twilight Sparkletrotter. I'm here with Ali-Corn Celesti—"

"Well why didn't you say so?" Rariteia demanded, rising to her hooves and trotting to the cell door. "Where is she?"

"I'll take you to her," Twilight replied. "Come on, let's—"

A blaster bolt exploded in the corridor.

"Twi, I think they know we're here!" Rain yelled, flying at speed down the hall and returning fire.

"Oh no!" Twilight moaned, prancing in place. "We've gotta go!"

Rariteia squawked indignantly as she suddenly found herself caught up in Twilight's magic aura and dragged unceremoniously out into the corridor behind the other unicorn, who was already at a near-full gallop. "REALLY!" Rariteia cried, folding her hooves and pouting.

Nightmare Moon paced restlessly in the small conference room near the command bridge. Her respirator hissed noisily as she pawed at the deck in frustration.

"SHE IS HERE," the Dark Lady suddenly said, rearing up on her hind legs and spreading her wings. "ALI-CORN CELESTI IS ABOARD THIS STABLE."

"What makes you so certain?" Crankin asked.

"A TREMOR IN THE HORCE," the Dark Lady replied. "A PRESENCE I HAVE NOT FELT SINCE..."

"But surely she must be dead by now?"

"DO NOT UNDERESTIMATE THE POWER OF THE HORCE."

"The Cuti are extinct," Crankin pointed out. "Their fire is gone from the ponyverse. You're the last—"

He was interrupted by the buzz of a commlink.

//Governor Crankin, emergency alert in detention block AA-23!//

Crankin's ears twitched. "The Princess! Put all sections on alert!"

"ALI-CORN IS HERE," Nightmare Moon thundered. "THE HORCE IS WITH HER."

"If you're right, she mustn't be allowed to escape—"

"ESCAPE IS NOT HER PLAN. I MUST FACE HER ALONE." With that, the Dark Lady stormed out of the conference room.

Four ponies charged full-tilt down corridor after corridor, trying desperately to evade the pursuing, trigger-happy steedtroopers. "This is, without a doubt, the WORST! RESCUE! EVER!" Rariteia complained.

"Well, I'm SO sorry this is SO much worse than you rotting in a cell until they make glue out of you!" Rain retorted hotly.

"Girls!" Twilight called. "Quiet down, we need to—" A blaster bolt singed a few hairs of her tail, and she growled. "OKAY, THAT DOES IT!" She spun around and cast the hornsaber spell, repelling blaster bolts with expert swings. Troopers began to fall to their own fire.

Rarieta's mouth dropped open. "How in the—"

A scroll floated towards her, supported by a violet magical hue. "Take it!" Twilight ordered, voice strained. "Use it and help me out here!"

"I—I don't know if I can—"

More blaster bolts rained upon them from the other end of the corridor. They were trapped.

"We're trapped!" Rain cried.

"I have an idea," Rariteia said suddenly, snatching Rain's blaster and blowing open a grate in the corridor wall near Twilight. "Quick, everypony in there!"

The ponies ducked into the opening the princess had made and quickly found themselves flank-deep in foul-smelling, filthy water full of various refuse, waste materials, and other things best left unidentified.

"Ugh!" Rain complained. "Wonderful idea, Princess. What an incredible smell you've discovered!" She snatched her blaster back from Rariteia and advanced on the large hatch at one end of the garbage room. "C'mon, let's—"

"WAIT!" Twilight cried. "Don't—"

Rain fired at the hatch; the blaster bolt ricocheted wildly around the room, forcing the ponies to duck into the foul sludge.

"It's rayshielded," Twilight finished lamely.

"Well you coulda told me that in the first place!"

"I was trying to!"

Suddenly, something in the depths of the garbage swamp let out a terrible, bloodcurdling groan.

"There's something alive in here!" Twilight exclaimed.

"No way, it's your imagination—"

Twilight was pulled under by her imagination.

"TWILIGHT!" Rain raised her blaster, trying to figure out where to shoot...

Suddenly, a muted snap-hiss sounded, and the muck began to turn to steam. A horrific screech rent the air; a moment later, Twilight emerged from the filthy sludge, extinguishing her hornsaber and looking decidedly displeased. "Like I said, something WAS alive in here."

"Well, at least it can't possibly get any worse," Rain said.

The walls started to rumble.

"You were saying?" Twilight asked archly.

The commlink Spike-Threepio had left on the computer console buzzed urgently, Twilight's voice calling out faintly. The two droids, however, were nowhere to be seen...

The door suddenly exploded, and a squad of steedtroopers burst through. "Secure the office! See to the wounded!"

A trooper opened a rattling supply closet, and two droids stumbled out. "They're crazy!" Spike-Threepio ranted. "They busted up the office then stormed the detention level! You gotta stop 'em!"

"Alright, you ponies, with me," the lead trooper said, gesturing with his blaster. "You there, stand guard here."

One trooper remained; Spike-Threepio stealthily retrieved the commlink from the console. The trooper nearly caught him, but Owltoo covered his actions by hooting wildly and spinning on his clawed legs.

"Oh! All the excitement has overloaded my companion's circuits!" Spike-Threepio exclaimed.

Owltoo hooted.

"You."

Owltoo hooted again.

"I already said you!"

The owl-droid hooted once more.

"See what I mean?" Spike-Threepio asked tiredly. "Let me take him down to maintenance, alright?"

The trooper nodded, gesturing to the door with his blaster. "Go ahead."

"This. Is. Without. A. Doubt. THE. WORST. RESCUE. EVER!!" Rariteia complained as the garbage mashers closed in. The other ponies were busy trying to find something—anything—to use to jam the mashers.

"Spike! Come in, Spike!" Twilight called into her commlink. "We need help! Where are you? SPIKE!"

//Twilight?// Spike-Threepio's voice replied over a hiss of static from the commlink. //Where are you? We're down at the ship—//

"Shut down all the garbage mashers on the detention level!" Twilight ordered.

"Owltoo, shut down the garbage mashers!"

Owltoo plugged into the computer terminal, hooting dutifully. A tense moment later, exuberant cheering erupted from the tiny commlink. //Spike, we're alright!//

"Oh, thank goodness," the little gold dragon replied.

Sunny loped gracefully, silently through a massive service trench filled with the buzzing, humming, and clacking of power equipment. Finding a control panel connected to a network of massive power cables, she made several adjustments; the lights on the panel changed color, and the pitch of the electrical humming changed.

After exiting the garbage pit, Twilight and Rain removed their stolen steedtrooper uniforms; Rain and Rariteia retained the blasters. "I don't think I can use that spell, Twilight," Rariteia said. "My magic...it just isn't that strong."

Twilight lowered her head. "I'm sorry. I forget that sometimes I pick up on things more quickly than other unicorns..." She then looked up in guilty alarm. "I didn't mean to rub it in, I—!"

"Save this for later!" Rain snapped. "We gotta get back to the Rainboom and pray the old mare came through!"

"You're right," Twilight said. "Come on, let's—"

"It's this way," Rariteia interrupted, primly cantering off down a corridor. The other ponies looked at one another, shrugged, and followed.

"There's the ship!" Rain said happily as the quartet reached a bay window overlooking the hangar where the Rainboom was under guard.

Twilight pulled out her commlink. "Spike? Do you copy? Where are you two?"

//We're in the main hangar, across from the ship,// Spike-Threepio replied.

"We're right above you," Twilight said with relief. "Stand by."

"You came in THAT?!" Rariteia asked, looking at Rain's ship with an expression of supreme distaste. "How thoroughly tacky and unstylish!"

"Well EX-CUUUUUSE me, Your Worship," Rain retorted archly. "Maybe you'd rather wait around and be rescued by a fabulous giant hat?"

"Um...all things considered...I suppose I'll stick with you," Rariteia said.

"Hooray."

"Will you two KNOCK IT OFF?" Twilight hissed. "They're gonna hear you bickering and—"

Twenty steedtroopers suddenly appeared out of nowhere and opened fire.

"And that," Twilight finished tiredly, igniting her hornsaber. Bigmacca unlimbered an ungainly-looking horseshoe-throwing weapon from his saddlebag, and Rariteia took cover and began returning fire. Rain, for her part, took to the sky and charged the troopers with a mighty bellow, firing away with her stolen blaster. Steedtroopers fell back reflexively from the aerial onslaught; Bigmacca galloped after the captain, plowing through the troopers and knocking them all over the corridor as he and Rain disappeared from sight.

"She certainly has courage," Rariteia remarked.

"Yeah, but what good'll it do if she gets herself killed?" Twilight replied. "Come on—"

Rain and Bigmacca suddenly reappeared, more troops behind them.

"Hey, Twilight!" Rain exclaimed. "Why the hay don't you use that hornsaber thingie to break that window? Then we can go right down to the ship instead of, y'know, getting chased around by these jokers!"

Twilight blinked. "Uhh...good point."

Less than a minute later, the renegade ponies were in the hangar bay, surprising two droids and a whole platoon of steedtroopers.

Sunny slipped silently past a steedtrooper patrol...and ran right into Nightmare Moon.

"SO, ALI-CORN CELESTI, WE MEET AGAIN FOR THE LAST TIME," the Dark Lady thundered. "WHEN LAST WE MET, I WAS BUT THE LEARNER. NOW, I AM THE MASTER."

"Only a master of evil, Lunakin. And bad fashion sense," Sunny retorted.

Nightmare Moon responded only by igniting her blood-red hornsaber.

"Wait, wait..." Ali-Corn said. "Before we begin..."

"YES?"

"Well, the last time we fought, back on Mustangfar, we fought like true Cuti Knights. Fast, efficient, unstoppable forces of nature." Ali-Corn tilted her head. "Rather than fight like a couple of foals waving broomsticks at each other..."

"A TRUE DUEL OF THE FATES, THEN?" Nightmare Moon asked.

"Something like that, yes," Ali-Corn nodded.

"INTERESTING. SO BE IT." An orchestra rose from the depths of the reactor pit. A gray mare with a long black mane, wearing a white collar with a pink bow tie and sporting a pink treble clef Cutie Mark, raised the conductor's baton clenched in her teeth, and the orchestra began performing "Duel of the Fates". Raising an eyebrow, Ali-Corn activated her own hornsaber.

The two warriors circled one another warily, each probing the other's defenses through the Horce. Suddenly, they blurred into motion, hornsabers humming and hissing as they swung through the air and clashed against one another, showers of sparks raining down on the deck beneath them. After a full minute of fierce hornsaber combat, the two old enemies backed away from one another warily. Suddenly, a heavy panel ripped free from the bulkhead and hurled itself at Ali-Corn, who deftly waved it aside and retaliated with a bundle of loose cabling, which snaked around the Dark Lady. With an angry hiss of her respirator, Nightmare Moon freed herself, then lunged forward, hornsaber blazing as she tried to gore her former master.

"YOU HAVE GROWN FEEBLE AND WEAK," Nightmare Moon declared.

"We'll see about that..." Ali-Corn's hornsaber was a blur of light as she launched her own counteroffensive, driving the Dark Lady back. Soon, their duel spilled over from the corridor into the main hangar...

"PRINCESS RARITEIA!" Spike-Threepio exclaimed happily, rushing forward and launching himself at the unicorn princess in a fierce flying glomp.

Rariteia smiled as she nuzzled the little golden droid. "Oh, my little Spikey-Wikey, thank the heavens you're alright!"

"Yeah, Twilight took real good care of me and Owltoo."

Owltoo hooted.

"Twilight Sparkletrotter."

Owltoo hooted again.

"The purple unicorn right over there."

The owl droid hooted once more.

Spike-Threepio groaned. "Aren't we running this joke into the ground?"

"Are they always like this?" Twilight asked Rariteia in a stage-whisper.

The princess rolled her eyes. "You have NO idea."

"Hey, everypony, somethin's up. Look at the troopers."

Indeed, the troopers had entirely forgotten about the freighter they were supposed to be guarding. A few seconds of looking around told the party exactly why.

"Oh my goodness," Rariteia breathed. "Is that...is that General Celesti?"

"Yeah. And...and she's fighting Nightmare Moon!" Twilight exclaimed. "I gotta help—"

Bigmacca grabbed her by the mane. "Nnnnope."

"But—! Let go—!"

"Macky's right, Twi. There's nothing you can do. She's got to deal with this by herself." Rain sighed. "I just hope she knocked out that forcefield..."

The furious flashing of hornsabers strobed off the bulkheads, the steedtroopers' armor, and the hull of the Millennium Rainboom as the two warriors waged a furious battle, belying their respective ages and infirmities. However, Ali-Corn's strength was beginning to flag, and a glancing blow dug a deep gash in her side, searing the flesh. She dropped to her front knees and her hornsaber extinguished.

"AND NOW IT ENDS," Nightmare Moon declared.

"Go ahead, then...but know this: if you strike me down, I will become more powerful than you can poss—"

Ali-Corn's last words were cut short as Nightmare Moon beheaded her.

"SUNNY! NOOOOOOOOOOOOO!" Twilight screamed.

Suddenly, the steedtroopers remembered they were there, and trained their blasters on the little group.

With Bigmacca grabbing Twilight by the tail and dragging her, the party galloped up the open ramp of the Millennium Rainboom, Rain and Rariteia returning fire as Bigmacca closed the ramp.

"Sunny..." Twilight whimpered.

"Get her strapped in!" Rain snapped at Rariteia. "Macky, get up here! If the old mare got that shield down, we're bustin' outta this corral!"

"And if she didn't?" Spike-Threepio asked fretfully.

"Then at least we'll go down fighting."

"Eeyup."

The Rainboom's engines roared to life and Rain grabbed hold of the controls, rearing back hard on the yoke. The ponderous freighter lifted free of the deck and, with a fiery burst from its thrusters, shot out of the Death Spur hangar and into space.

"WOOHOO!" Rain cheered.

"This is hardly the time to be cheerful!" Rariteia huffed. She turned her attention to Twilight, eyes sad. "She gave her life to protect us," she said softly to the other unicorn.

Twilight sniffled. "Sunny..."

The ship suddenly rocked violently proximity alarms blaring dire warnings.

"DAMN!" Rain snarled. "We've got company! Macky, get on the shields while I fire up the guns!" Not waiting for a reply, Rain charged into the central hold.

The unicorns looked up as the pegasus bore down on them in a frenzy. "Twi! Snap out of it! I need your help or we're still gonna die!"

Twilight looked up and nodded sharply. "Right." The two ponies made their way to the gunports, while Rariteia and the droids headed for the cockpit to help Bigmacca.

Outside the ship, Equirial interceptors—tiny pink ships with an apple-shaped central hull and two ion propulsion sails shaped like pie tins—swarmed in formation around the escaping freighter, laser bolts strafing the larger ship. With a deft hoof on the controls, Bigmacca made the Rainboom bob, duck, and weave, evading most of the PIE fighters' shots; whatever did hit scored glancing blows off the deflectors. In the gunport, Rain adjusted her headset. "Ready, Twilight?"

//Affirmative,// Twilight responded.

"Great, stay sharp!"

//Here they come!// Rariteia called from the cockpit.

Two PIE fighters flew past the freighter, rear lasers locking on target. Before either could get off a shot, Rain locked on to the interceptor on the Rainboom's port side and opened fire. The tiny pink ship exploded in a brilliant fireball. On the starboard side, two laser blasts skimmed past the second fighter; the third struck dead center, destroying the second ship.

Four more PIE fighters hovered around the ship, spitting laser bolts. Twilight fired at one and missed; the return fire scored a glancing blow near the cockpit.

//Watch it, kid!// Rain snapped.

"Sorry," Twilight replied.

The Rainboom rocked under enemy fire; the two gunners locked onto the fast-moving, tiny targets and managed to take two more out. Still, the remaining two PIE fighters had managed to flank the ship on each side, and were scoring hits on the larger ship's hull.

//We've lost lateral controls,// Rariteia reported from the cockpit.

"Don't worry, she'll hold together," Rain replied. The ship shuddered again, and the sound of a control panel exploding made the pegasus cringe. "Hold together, baby, hold together..."

Owltoo busied himself with extinguishing the flaming control panel while Spike-Threepio fretted and hovered nervously around the princess.

Both gunners tracked the ships hovering just ahead of the Rainboom; both turrets spat out laser fire which caught the PIE fighters dead center, scoring two more kills. Rain let out a whoop of triumphant laughter. "We did it!" she yelled. "Macky, get us the hay outta here."

"Eeyup." The Rainboom streaked away into the blackness of space, leaving the Death Spur far behind.

Nightmare Moon cantered onto the bridge of the Death Spur, coming to a stop beside Crankin, who was watching the starfield through the forward viewer.

"Did they get away?" Crankin asked.

"THEY HAVE JUST GONE INTO HAPPYSPACE," Nightmare Moon replied.

"Are you sure the homing beacon is secure? I'm taking an awful risk here."

"WE SHOULD HAVE NO DIFFICULTY TRACKING THEM TO THE HIDDEN REBEL BASE." Nightmare Moon flared her wings and raised a hoof. "AT LAST, WE WILL CRUSH THIS PATHETIC REBELLION."

Bigmacca and Owltoo were effecting repairs when Rain returned to the cockpit, grinning insouciantly. "Not bad, huh? Sometimes I even amaze myself."

"I'm certain you do," Rariteia replied snippily. "They let us go. Why else do you think we got away so easily?"

"You call that EASY?!"

"They're tracking us," the princess stated.

Rain shook her head and snorted. "Not this ship, sister."

Rariteia huffed, tossing her damaged mane. "Well, at least my little Spikey-Wikey is safe. And more importantly, so is the information he's carrying."

"Which is?" Rain asked.

"A full technical readout of that battlestable," Rariteia replied. "I only hope that once it's analyzed, a weakness can be found. This is not over yet!"

Rain snorted. "It is for me. I ain't crazy enough to fight the Equire. I took this job for the money, and once I get paid, I'm gone!"

"Money? Is that all you care about?" Rariteia demanded hotly. "Well then, if that is all you care about, then that is exactly what you'll receive!" She stalked stiffly from the cockpit. Rain stared dumbfoundedly after her.

"Uhh...YEAH, that was kinda the point," Rain muttered, before returning her attention to the control panel.

Coming out of happyspace, the Millennium Rainboom descended gracefully toward the fourth moon of Hayavin, soaring over the dense jungle, approaching an ancient temple overgrown with vines and shrouded in mist. Upon landing and disembarking, the group were greeted by Pony Rebel soldiers and escorted aboard the brightly painted, heavily armored Freedom Train, which bore them into the temple proper, and the hidden Pony Rebel base.

The train came to a stop in a massive hangar full of starfighters. As the group disembarked, a zebra loped up to Rariteia and nuzzled her warmly. "Princess! You are safe! We had feared the worst! I am so full of joy, my heart could burst!" She stepped back, lowering into a formal bow. "With what happened to Alderaanch, we feared it too late...that you were not spared your father's fate..."

"Actually, we're fairly certain everypony on Alderaanch is still alive," Rariteia replied as she examined her newly-repaired mane in a magically-levitated hoof mirror. "It's just..." She shook her head. "Nevermind. I am certain the Equire has tracked us. We have very little time to prepare our assault!"

"Yes, of course, you are quite right. Let us see those plans, then prepare to fight!"

The Death Spur crept slowly through space, approaching the Hayavin system.

"The Rebel base is on the fourth moon," a tech officer reported to Nightmare Moon.

"PREPARE ALL FIGHTERS. MAKE READY ALL WEAPONS."

Officers snapped to attention, rushing about the bridge, barking orders into comms. Nightmare Moon strode to the forward viewers and watched in anticipation.

In the crowded briefing room, Zecora stood before a giant viewscreen, displaying the technical schematics of the Death Spur.

"The battlestable's defenses truly impress. I fear our cause may be in distress! We have but one chance to survive its wrath." She squeezed a remote control between her teeth, zooming the display. "Here, at the hub, lies our victory path!"

On the display, an impossibly tiny target was marked with a large red X.

"Our cause is in danger, but far from lost. Here, at the center, lies a thermal exhaust. It leads directly to the reactor core. With but one direct hit, the Death Spur is no more!"

"Wow, she can really rhyme on a dime," Spike-Threepio commented aside to Owltoo.

Owltoo hooted a reply.

"Zecora. The zebra giving the mission bri—you're just screwing with me now, aren't you."

The owl-droid twittered saucily.

"The shaft is rayshielded. Lasers are of no use. Only a torpedo hit will cook their goose! But listen well, my little ponies: you will need to evade the Equire's cronies! Interceptors and burrolasers will hound your attack. You must all be prepared, you will need to fight back!"

"Wow, that gets annoying in a hurry," Twilight whispered aside to Rain and Bigmacca, who were loitering in the back of the briefing room.

"Eeyup."

"The shaft is only two meters wide," Zecora continued. "You must aim carefully to get inside!" The screen dimmed. "That is all, my briefing is through. Go now, Pony Rebels, and may the Horce be with you!"

"Thank goodness THAT'S over," Spike-Threepio muttered.

As the Death Spur drew nearer to Hayavin, Nightmare Moon and Crankin watched the computer display showing their position relative to the fourth moon.

//Orbiting the planet at maximum velocity,// an intercom voice droned. //The Pony Rebel base will be in range in thirty minutes.//

"THIS WILL BE A DAY LONG REMEMBERED," Nightmare Moon informed Crankin. "IT HAS SEEN THE END OF CELESTI, AND IT WILL SOON SEE THE END OF THE REBELLION AND A WORLD RECORD BOX OFFICE TAKE."

"The Horce is strong with this franchise," Crankin said sagely.

Twilight and the two droids walked briskly into the bustling hangar, where crews were busily outfitting P-Wing starfighters for the impending mission. Deep in the recesses of the hangar, Twilight spotted Rain and Bigmacca loading several cargo containers onto a cart.

"So...you're just leaving?" Twilight asked. "You got your reward, and that's it? You're gone?"

"Yeah, that's right," Rain said. "I got debts to pay, an' I sure as hay ain't dumb enough to stick around for THIS party." Shoving a box forcefully into the cart, she turned to Twilight, smoothing out her bangs with a hoof. "Say, why not come with us? You're pretty handy in a fight, we could sure use you..."

Twilight snorted angrily, pawing the deck with a hoof. "Rain, look around you! Don't you see what's happening? Everypony here is risking their lives! We need all the good pilots we can get, and you're just gonna fly off?"

"Yeah, well, what good's a reward if you ain't around to use it?" Rain retorted. "Besides, I've seen more than enough of that stupid battlestable already. Goin' back ain't brave, it's suicide."

Twilight turned her back on Rain. "Well then...take care of yourself. I guess that's what you're best at, isn't it?" She trotted away, head held high and stiff.

Rain sighed. "Hey, Twi?" She dug at the deck with a hoof, casting her eyes away from the farmpony. "May the Horce be with you."

Twilight paused, turned, nodded at Rain, and went about her business. Rain shook her head, then caught Bigmacca's stern, disapproving expression. "What're you lookin' at?" the smuggler demanded. "I know what I'm doin'."

"Nnnope."

"Twilight! How the hay'd YOU wind up out here?" a jovial voice called.

Twilight turned to the source of the voice, a slate-gray pegasus stallion in a flight suit, and beamed broadly. "THUNDERLANE!"

Thunderlane reared playfully at Twilight. "So, you're going up there with us?"

"Of course," Twilight replied. "I've got some stories to tell, you wouldn't believe—"

"Twilight Sparkletrotter?" a mare interrupted.

The young unicorn looked up to see a pegasus with a bushy fiery-orange mane in a flight suit. "Yes?"

"Have you been cleared for flight duty?"

"Yes ma'am!" Twilight replied, saluting.

"Twi's a great pilot," Thunderlane vouched. "With her up there with us, we can't lose!"

The mare nodded, smiling. "I met your mother once, when I was just a filly. If you've got half her skill, you'll do better than alright."

Twilight ducked her head. "I'll try my best."

With that, the Pony Rebel pilots all hurried to their ships. As Twilight approached her fighter, the crew chief flagged her down and waved a hoof at Owltoo, who was being fitted into a socket on the P-Wing. "Sure you don't want a new droid?" he asked. "This one looks a little..."

Twilight laughed. "I'll take my chances."

With Owltoo secured in place, Twilight teleported into the cockpit and magically lowered her flight helmet onto her head. Below, Spike-Threepio watched them prepare to depart.

"Miss Twilight?" he called.

"Yes, Spike?"

"If you do get shot, try to get hit directly on Owltoo."

Owltoo screeched at him.

Twilight rolled her eyes. "GoodBYE, Spike. Take care of the Princess." With that, the canopy of her P-Wing slid shut and sealed tight. All around, the hangar crews were disconnecting hoses, moving equipment out of the way, and readying lighted batons to guide the fighters out of the hangar.

{{Twilight Sparkletrotter. The Horce will be with you, always.}}

Twilight blinked. "Sunny?" Shaking her head, she tapped at her commset with a hoof. "Must be a glitch," she muttered.

In the war room, Rariteia, Spike-Threepio, and Zecora watched the large screen, displaying Hayavin and its moon system. A large red blotch on the display indicated the approaching Death Spur; several green dots erupted from the fourth moon, on an intercept course.

//Death Spur approaching. Estimated time to firing range, fifteen minutes. ...not that it matters. We know it can't really blow up planets. So just ignore that.//

"Lady Moon, a thought occurs to me," Crankin said suddenly.

"YES?"

"What exactly are we planning to do to the Pony Rebel base?" Crankin frowned. "I mean, the Death Spur's main weapon is a failure. Their base is bound to be shielded against burrolasers. I guess what I'm saying is...what's the point in us even coming here?"

Nightmare Moon was silent for a long moment, save for her respirator.

"YOU COULD HAVE THOUGHT OF THAT A FEW HOURS AGO," she said at length.

Alarm klaxons rang. "Rebel fighters approaching!" a lieutenant shouted.

"Well...I guess as long as we're here, we might as well kill some Rebels," Crankin said.

"INDEED." The Dark Lady turned and swept from the room.

"Wh-where are you going?" Crankin demanded.

"TO KILL SOME REBELS," Nightmare Moon replied. "HAVE THE DECK CREW PREPARE MY FIGHTER."

"At-at once, Lady Moon!"

//All wings report in.//

//Chestnut Ten standing by.//

//Chestnut Seven standing by.//

//Chestnut Three standing by.//

//Chestnut Si—can I be Pecan Six or something? I don't really like chestnuts—//

//Sure, we can call you Truffle Six, porky...//

//Alright, that's enough. Lock P-foils in attack position.//

Twilight shook her head at the comm chatter and flipped a row of switches. The sleek wings of her fighter expanded into broad, segmented wings reminiscent of steel-feathered pegasus wings. All around her, the other fighters in Chestnut Squadron did likewise; the sunlight reflecting off Hayavin gleamed along the edges of the P-Wings as the fighters glided towards the Death Spur.

As they approached, some of the pilots began to chatter nervously about the size of the battlestable; Chestnut Leader quickly and sternly silenced them. //Cool it, you guys, we're on a mission here.//

The fighters approached the surface of the Death Spur and entered a long trench running along one "point"; five other Rebel squadrons had entered along each of the other points.

//Okay, this is it! Good luck, my little ponies!//

As the Rebel fighters dove into the trench, burrolaser fire ripped through the space between them, and PIE fighters emerged from numerous docking bays like clouds of gnats.

//All wings, we have incoming. Watch your tails!//

Chestnut Squadron broke into four groups of three; the wingponies harried the PIE fighters so their comrades could focus on evading burrolaser barrages and trying to reach the target safely. Thunderlane and the hapless, porky pony nicknamed "Truffle Shuffle" were Twilight's wingponies; she deftly spun her P-Wing out of the way of burrolaser fire, picking off some of the PIE fighters with her lasers as her starfighter danced out of danger.

//Nice shooting, Twi, but save your energy for the target!//

"Guess I've gotten too used to shooting these guys down," Twilight replied.

//You really DO have some good stories...I can't wait to hear—//

Thunderlane was cut off abruptly as a glancing shot took out his comm system; a screaming burst of static filled Twilight's headset. "Lane? You okay? Lane?!"

//I've got visual on him, Chestnut Five,// Shuffle piped in. //He's on fire, but he's okay. His droid's getting it under—//

Shuffle was cut off as a PIE interceptor came up from beneath him and ripped him apart with a quick succession of laser blasts.

Twilight stared at the fireball visible to her port side, cringing. "Poor kid..." Squaring her jaw, she locked onto the guilty party and sent the pilot to hell.

//—shot, Twi...sorry I di . . . t get him bef . . . was a good kid—//

"Don't worry about it, Lane, just get your damage under control and stay on those interceptors!"

Two more PIE fighters converged on Twilight; with some fancy flying, she tricked them into manuevering right into the path of a burrolaser blast from the Death Spur. She then plunged into a suicide dive right at the bottom of the trench, pulling up just before impact. "I'm making my run!" she announced.

//Good luck, Twi!//

Twilight sped along the trench as lasers and fighters exploded above her. She saw the target ahead: the tiny thermal exhaust port. She rapidly calculated her firing trajectory on her targeting computer, carefully took aim, and was just about to squeeze the trigger when her fighter suddenly rocked with a tremendous explosion.

She heard horrendous electronic screeching from above and behind her. Owltoo had taken a direct hit; most of his dome was missing and he was on fire. "OWLTOO!" she screamed. She pulled up sharply, instinctively dodging a second shot which would have ripped through the cockpit. Spinning her fighter, she levelled out and took a shot at her pursuer, but the interceptor was nowhere to be seen.

And then it swooped down from above, and it was no ordinary PIE fighter. Its glossy black finish shone in the reflected lights from Hayavin and the Death Spur. The cockpit had a roughly diamond shape, and the propulsion fins, rather than the typical pie-plate shape of Equirial interceptors, were shaped like crescent moons.

She felt a sudden, terrible pull, and though she had not experienced it before, she knew what it was, and why she was in very real danger.

//Don't worry, Twi, I see him, I've got—//

"NO!" Twilight cried. "LANE, GET OUT OF HERE! THAT'S—"

It was too late. The black interceptor contemptuously evaded Thunderlane's attack and destroyed him with one hit to the cockpit.

Screaming in rage and grief, Twilight fired off two shots at the black starfighter, then peeled up and away into space, weaving a dangerous course between the spitting burrolasers, hoping to draw her deadly adversary into a deathtrap. Of course, the warrior pursuing her had far more experience with the Horce than she herself, and easily kept up with her.

"Come on, come on, get OFF my tail, get OFF my tail, get OFF my tail..." Twilight chanted.

And then suddenly, miraculously, the Millennium Rainboom burst out of happyspace with a blinding flash of prismatic light, right in front of the black interceptor. A laser blast caught one of the moon-shaped sails, sending the little ship tumbling away into the blackness of space.

//You're all clear, kid! Now blow this thing and let's go home!//

"RAIN!" Twilight cried happily. Swinging her P-Wing around, she grinned predatorially as she began recomputing her targeting...

{{Let go, Twilight. Use the Horce. Trust your feelings.}}

"Sunny..."

With a somber nod, Twilight switched off her targeting computer.

"She's turned off her computer," Rariteia announced.

"Twilight Sparkletrotter, whatever is the trouble? Reactivate your targeting computer, on the double!" Zecora commanded.

//There's no trouble. I'm alright. Just...trust me.//

Fifteen seconds later, the Death Spur exploded.

The group in the war room blinked.

"That...that's it? It's over, just like that?" Spike-Threepio asked.

"Well, that WAS the point of all this," Rariteia reminded him.

"Yet, for all our cunning tactics, the victory itself seems...anticlimactic," Zecora said.

"What, you'd rather our base be bucked halfway across the galaxy like Alderaanch?" Rariteia asked.

"I never said that, don't be mistaken. I suppose the sudden victory just has me...shaken."

"...we really need to cure you of that..."

//Great shot, Twi! That was one in a million!// Rain Bolo cheered over the Pony Rebel comm frequency.

//Thanks. And thanks for coming back. I knew I could count on you,// Twilight replied.

//Hey, what kinda jerk would I be if I left my friends hangin'?//

Rariteia smiled.

As Twilight flew a lazy victory loop before setting course to return to the Rebel base, a last echo of Sunny Celesti flitted through her mind:

{{Remember, the Horce will be with you, always.}}

The entire Pony Rebel Alliance gathered in the grand reception hall. Owltoo had been repaired and cleaned, and stood proudly beside a freshly polished Spike-Threepio. At the end of a long purple velvet carpet, Princess Rariteia, in full royal regalia, awaited the heroes of the day.

Twilight Sparkletrotter, Rain Bolo, and Bigmacca, all dressed in finery designed by the Princess herself, strode up the carpet. The Rebels saluted them as they passed. When they reached the dais upon which the princess stood, they turned, faced the Rebels, and returned the salute. With a beaming, sunny smile, Rariteia placed a gleaming medal around the neck of each pony. Once the three heroes had received their awards, the assembly sent up a great cheer.

The Pony Rebel Alliance had won this day. The war against the Galactic Equire was far from over, but for the first time in many years, there was a new hope...

WRITTEN AND DIRECTED BY

MYTHRIL MOTH

BASED ON "STAR WARS" BY

GEORGE LUCAS

AND

MY LITTLE PONY: FRIENDSHIP IS MAGIC

(CREATED BY LAUREN FAUST)

CAST

TWILIGHT SPARKLETROTTER . . . . . . . Twilight Sparkle

ALI-CORN CELESTI . . . . . . . Princess Celestia

RAIN BOLO . . . . . . . Rainbow Dash

PRINCESS RARITEIA . . . . . . . Rarity

SPIKE-THREEPIO . . . . . . . Spike

OWLTOO-DEETOO . . . . . . . Owloysius

BIGMACCA . . . . . . . Big Macintosh

NIGHTMARE MOON . . . . . . . Nightmare Moon

GRAND MULE CRANKIN . . . . . . . Cranky Doodle Donkey

ZECORA . . . . . . . Zecora

Also Starring

Spitfire

Thunderlane

Truffle Shuffle

Octavia Melody

Carrot Cake

Cup Cake

Author's Note

Due to the rights holders to the Star Wars soundtrack body now ordering Youtube to mute videos containing Star Wars music, I am selecting safer alternate music for the crawls.

The fanfare for this installment is "Theme of Rogue Galaxy" by Tomohito Nishiuri.

Equisode V: The Equire Bucks Back

[youtube=qTYezPnC2BA]

An icy wind drove snow across a barren frozen plain. The roaring of the frigid wind muffled the sound of an explosion as an Equirial probe-droid crashed into the surface of Hoss, burying itself deep in the snow. The ice and snow turned to slush from the heat of impact even as the probe-droid emerged, spidery sensor-stalks extended, and began floating over the tundra.

A llamllam galloped over the hard-packed snow, bearing the weight of a heavily-bundled rider. The rider gently urged the shaggy camelid to a halt; a violet magical aura levitated a pair of binoculars out of a saddlebag, raising them to eyes shielded against the driving snow by heavy goggles.

Twilight Sparkletrotter examined the rising plume of smoke in the distant sky with a frown. She pulled out her commlink and turned it on. "Whinny Three to Whinny Seven. Rain, do you copy?"

//Loud and clear, Twi,// the voice of Rain Bolo answered through a burst of static. //What's up?//

"I finished my patrol and didn't find anything, but I think I just saw some kind of meteorite land not too far from here. I'm going to have a look. It shouldn't take long."

Clicking off her commlink, Twilight was about to urge her mount in the direction of the smoke plume, when the llamllam started pawing the ground nervously, emitting a distressed sound. "Hey, what's wrong?" she asked.

"There's a yeti right behind us," the llamllam replied in a thickly accented voice.

Twilight turned just in time to dodge a meaty paw that would have taken her head off; she slid sideways off the llamllam, which crashed to the snow with a loud "oof!". Scowling, Twilight glared up at the roaring snowbeast, igniting her hornsaber even as it lunged for another strike. Its arm met her magic and sailed over her shoulder, landing with a meaty thump in the snow. The yeti bellowed in rage and pain as the stump of its arm sizzled; with another flash of her hornsaber, Twilight beheaded the monster.

Which promptly fell right on top of her, driving her into the snow. Her hornsaber fizzled out as she lost consciousness.

"Screw this," her llamllam muttered in Dromedese, "I'm outta here." The shaggy beast galloped off into the snow, leaving the stunned unicorn pinned under the dead yeti...

Rain Bolo flew into the massive hangar deck of the Pony Rebel base, shaking snow out of her mane and pushing her goggles up onto her forehead with a hoof. Weaving through a gauntlet of parked fighters, busy mechanics, roaming droids, and workers unloading supplies, she made her way over to the Millennium Rainboom, where Bigmacca was busy completing repairs on the battered old freighter. "Hey Macky, how's it goin'?"

"It'd go faster if you actually helped," Bigmacca grunted through his heavy iron welding mask, barely intelligible around the welding torch he held in his mouth.

"Sorry about that," Rain replied earnestly. "I had to do my bit for this crazy bunch. Gimme a sec to check on somethin' and I'll come help out, okay?"

"Eeyup."

Shaking her head, Rain flew off down a side corridor, headed for the central command bay, a beehive of activity set up in a hollowed-out cavern of thick black ice. She approached a familiar zebra who was busily studying a readout on a console. Noticing her, Zecora looked up.

"What news have you, Rain Bolo? I notice you've returned solo."

"Looks like we're all alone here," Rain replied. "We got the sensors set up, so if they try to sneak up on us, we'll be ready."

"I am relieved to hear that, pegasus daughter," the zebra replied. "And what news of young Twilight Sparkletrotter?"

"She's checking out a meteorite or something," Rain said. "She should be in soon." Pausing for a breath, she continued, "Zecora...I gotta go. I can't stick around any longer."

Nearby, Princess Rariteia, dressed in a lavender fur parka with a fluffy white hood, frowned upon hearing this.

"I see...you will be missed," Zecora said. "Your piloting skills are top of the list."

"Yeah, well, there's a price on my head," Rain replied. "If I don't pay off Opal the Catt, I'll get my wings clipped for sure."

"A bounty is a terrible burden to bear. It's a shame we must lose a fighter so fair."

"Thanks," Rain replied, turning away. As she did so, she noticed Rariteia blocking her path. "Um...hey." She paused awkwardly. "Well...I guess...this is goodbye."

Rariteia said nothing, merely turning away, her nose in the air, and trotted stiffly to the other side of the cave.

"Right," Rain muttered, jaw tight, as she headed back to the Rainboom.

She had just reached the ship when Rariteia came charging up the corridor after her. "I thought you were staying," the princess said.

"Yeah, well...that bounty hunter we ran into a few days ago changed my mind."

"But we need you!" Rariteia insisted.

"And I need to not have Opal's thugs tryin' to kill me!" Rain retorted. She sighed. "Look...once I'm squared away with Opal the Catt, I'll come back. Okay? I don't leave my friends hangin'."

Rariteia stared at the pegasus for a long moment, then sighed. "If that's how it has to be..." Shaking her head, she cantered back to the command center.

Rain sighed and turned back to the Rainboom, only to see Spike-Threepio and Owltoo-Detoo emerging from another corridor into the main hangar. "Excuse me, Captain Bolo," Spike-Threepio said, "but have you seen Miss Twilight? She hasn't come back yet."

"I don't know where she is," Rain replied distractedly as she examined Bigmacca's repairs.

"Nopony knows where she is," Spike-Threepio said.

Rain frowned. "Whaddya mean nopony knows where she is?" Spotting a deck officer, she flew over and descended in front of the harried pony. "Hey, you! Do you know where Commander Sparkletrotter is?"

"Haven't seen her," the officer replied. "Maybe she came in through the south entrance?"

"MAYBE?" Rain echoed. "Go find out, why dontcha?" As the officer left to comply, Rain following close behind, Spike-Threepio turned to his companion. "Come on, let's find the Princess. We need to tell her Miss Twilight may be in trouble."

Owltoo hooted.

"Don't start this again."

After a brief conference with several sentries and officers, the deck officer reported to Rain that nopony had seen Twilight. "She might've forgotten to check in," the officer suggested.

"Not likely," Rain muttered. "I'm goin' out to find her."

"But...it's getting dark out there," the pony said. "You'll freeze to death..."

"Then I'll see you in Tartarus!" Rain replied as she exploded out of the base with a thunderclap, leaving a rainbow contrail behind her.

Twilight slowly regained consciousness, grimacing at the feel of bruises and what would certainly turn out to be several broken bones. Through the haze of pain, she discovered that she was trapped under the dead yeti. Its body heat had already dissipated, but its thick fur was helping ward off the cold.

She struggled to use her magic to levitate the heavy corpse off, but the pain made her mind too fuzzy to concentrate. She grunted as she let her head fall to the snowy ground.

{{Twilight.}}

Forcing her eyes open, the unicorn looked up and saw a hazy vision before her.

"...Sunny...?"

The alicorn couldn't possibly be real, and yet she stood there, mane vibrant and eyes bright. Yet there was a certain translucent quality to her...

{{You must go to the Goatgobaah system.}}

"Goatgobaah system...?" Twilight echoed weakly.

{{There, you will learn from Pinkie Poda, the Cuti Master who instructed me,}} the illusory alicorn continued before fading away into nothingness.

"Sunny..." Twilight moaned one more time before losing consciousness.

Rariteia stood shivering in the main entrance to the base, watching for any sign of Rain or Twilight. Bigmacca and the two droids were nearby, similarly preoccupied with the fate of their friends.

A nearby officer turned as a young stallion cantered up. "Sir, all patrols are in. There's still no contact from Bolo or Sparkletrotter."

The officer sighed. "There's nothing more we can do tonight. Close the shield doors..."

Owltoo began beeping and hooting rapidly.

"That's not very helpful," Spike-Threepio said as the massive shield doors ground to a close.

Rain slowed to a halt as she spotted Twilight's violet mane spilling out from beneath a dead, headless yeti. "Oh, Buffa chips!" she exclaimed. "TWI! TWI!!" Flying down, she examined the unicorn. Discovering her friend was still breathing, she let out a sigh of relief. "Don't scare me like that..."

"Sunny..." Twilight moaned. "Goatgobaah system..."

"Geez, how'm I gonna get this big fluffy..." Rain tried to budge the yeti, but it wouldn't move. She sighed and sank down into the snow beside Twilight, gently stroking her coat.

"Goatgobaah...Poda..."

"Hope we don't freeze out here..." Rain muttered. "What I wouldn't give to be able to do that hornsaber thingie right about now..."

The morning sun gleamed off the bright metal of a speeder as it coasted over the tundra, locked onto a homing beacon. As the beacon pinged loudly, the lone pilot spoke into his headset. "Whinny Base, I've got something! It might be them." Switching frequencies, he hailed, "This is Colt Two. Captain Bolo, do you copy? Commander Sparkletrotter, do you copy? This is Colt Two."

//Good morning!// Rain's voice crackled over the radio. //Nice of you to drop by!//

With a relieved grin, the pilot changed frequencies again. "Whinny Base, this is Colt Two. I found them. They're alright."

Twilight Sparkletrotter floated in a tube of curative slime as several medical droids hovered around her, adjusting equipment and checking readouts.

A short while later, Twilight sat in a recovery bed, still weakened but alert. She smiled as two familiar droids entered the recovery room.

"Miss Twilight!" Spike-Threepio greeted. "It's good to see you back on your hooves."

Owltoo hooted and whistled.

"Yeah, Owltoo's glad to see you too."

Rain and Bigmacca entered behind the droids.

"How you feelin', Twi?" Rain asked. "You look strong enough to pull the tail off a Gundonkey."

"Thanks to you," Twilight replied.

"Yeah, that's two you owe me," Rain said with a grin.

Rariteia entered. Rain turned to face her. "Well, Your Highness, looks like you found a way to keep me around after all."

"I had NOTHING to do with it," Rariteia said with a haughty sniff. "General Zecora simply thinks it's too dangerous for any ships to leave the system until we activate the energy shield."

"Yeah, that's a good story," Rain said dismissively. She was about to say something else, but an alarm interrupted her.

//All senior officers, report to command center!//

Everypony glanced at one another; without further comment, Rain, Rariteia, Bigmacca, and the droids bustled out of the recovery room. Twilight watched them go, ears drooping.

As the group entered the command center, Zecora looked up grimly from a console. "We are not alone, I fear. Something from our west draws near."

A lieutenant manning a tracking station called out, "Whatever it is, it's metal."

"Then it's not another yeti," Rariteia concluded.

"Could it be a speeder? One of ours?" Rain asked.

"I'm getting a signal..." the lieutenant said. He tapped at several controls with his hooves; an electronic, buzzing chatter filled the cave.

Spike-Threepio tilted his head. "I know six million languages. That isn't a Pony Rebel code. It could be Equirial."

"It isn't friendly, whatever it is," Rain said. "C'mon, Macky, let's check it out."

"Eeyup!"

The probe surveyed the smoldering ruins of a Pony Rebel sensor station, then extended a slender antenna from its top, emitting a high-pitched signal.

A horseshoe abruptly tore its antenna off; a second horseshoe ripped it in half. It collapsed to the snow, sparking and smoking.

"Nice shot, Macky!" Rain cheered.

"Eeyup."

//We got it,// Rain reported over the commlink.

"What was it?" Rariteia asked.

//Looks like an Equirial probe,// Rain replied. //It's a safe bet our secret's out.//

"Then our base will soon be laid waste," Zecora lamented. "We must evacuate post-haste!"

Six massive Equirial Starbuckers glided through space in an ominous formation. The lead ship was larger than the rest; where the others were horseshoe-shaped and painted bright white, the massive Lunar Starbucker was painted gloss-black and shaped like a crescent moon, signifying it as the personal flagship of Lady Nightmare Moon.

On the command bridge of the Lunar Starbucker, various officers looked up, tense, as the vast doors hissed open and the loud, mechanical breathing of Nightmare Moon filled the bridge. Two officers who had been conferring near a communications console turned and stood at attention at the approach of the Dark Lady.

As Nightmare Moon strode across the bridge, a slightly younger officer, a gray pegasus with a blond mane and derped eyes, flew erratically over to the two senior officers, skidding to a halt face-first on the deck in front of the shorter of the two: a stout, dull-looking unicorn with a seafoam-green coat and a short brown mane. "Admiral!" the pegasus said excitedly, waving a flimsy she held clenched in her teeth.

"Yes, Captain?" the squat pony replied, still not taking his eyes off Nightmare Moon.

"We've got a report from a probe in the Hoss system," the pegasus continued, flipping the flimsy up and trying to read it upside-down. "It's the best lead we've got..."

"We've got thousands of probes searching the galaxy!" the admiral snapped. "I need proof, not leads!"

"But we picked up life signs," the dejected captain protested petulantly, pawing the deck with a hoof.

"So what?"

"Well Hoss isn't supposed to have life..."

Nightmare Moon's blood-red magic wrapped itself around the printout the pegasus held and levitated it in front of her. She studied it for a moment, then walked over to a large screen, showing the distant Hoss system. Tiny specks which were barely identifiable as ponymade flickered in and out of orbit around the large ice planet. "THE REBELS ARE THERE," she declared.

"But My Lady," the admiral protested, "it could be anything. It could be smugglers, it could be—"

He was slammed against a bulkhead.

"THEY ARE THERE," Nightmare Moon repeated insistently, "AND SPARKLETROTTER IS WITH THEM. SET A COURSE FOR THE HOSS SYSTEM. GENERAL SNAILS, PREPARE YOUR MEN."

The gangly, golden-orange unicorn officer who had been conferring with the admiral saluted sharply, and Nightmare Moon turned and strode from the bridge.

The hangar bay of the Pony Rebel base was busier than ever as officers and technicians frantically loaded the massive transport ships and hitched up spacepegasi, issuing launch instructions as alarm klaxons echoed off the icy walls. Near the entrance, a small fleet of hornspeeders were lined up, readied for any Equirial attack. Rain Bolo examined the hastily-completed work on the Millennium Rainboom, scowling as a power coupling exploded, issuing black smoke.

Twilight galloped into the hangar, still dressing in her cold-weather gear as she ran. She cantered to a halt at the loading ramp of the Rainboom. "Rain, Macky...take care of yourselves, okay?"

"You too. You sure you're good to go?" Rain asked.

Twilight smiled. "Never better."

"General Zecora, there's a fleet of Starbuckers coming out of happyspace in sector four!"

Zecora examined the large sensor display showing the Equirial fleet and frowned. "Reroute all power to the energy shield! Until the transports are away, we must not yield!"

General Snails nervously entered Nightmare Moon's meditation chamber, standing at attention and trying to keep his knees from shaking.

"WHAT IS IT, GENERAL?"

"My Lady, the fleet's moved out of happyspace, eh. We've detected an energy shield protecting the sixth planet of the Hoss system, eh. It's strong enough to repel a bombardment of any magnitude, don'tcha know."

"AN EPISODE VI REFERENCE? REALLY?" Nightmare Moon retorted archly. With a snort, she shook her head. "MORE IMPORTANTLY, THE PONY REBELS ARE ALERTED TO OUR PRESENCE. ADMIRAL SNIPS CAME OUT OF HAPPYSPACE TOO CLOSE TO THE SYSTEM."

"Uhhh, he thought it'd be a good idea to surprise them, eh..."

"HE IS AS CLUMSY AS HE IS FAT AND STUPID," Nightmare Moon thundered. "PREPARE YOUR TROOPS FOR A SURFACE ASSAULT!"

"At once, My Lady!" Snails replied, saluting sharply.

As he left, Nightmare Moon turned and activated a viewscreen, displaying the bridge of the Lunar Starbucker. Admiral Snips appeared on the screen, the gray pegasus hovering upside-down behind him.

//Lady Moon, the fleet's moved out of happyspace, and—//

Snips fell silent with a strangled gasp; he clutched at his throat with his front hooves, eyes bulging.

"YOU HAVE FAILED ME FOR THE LAST TIME, ADMIRAL."

Admiral Snips fell to the deck, dead.

"CAPTAIN DERPIETT."

"Uhhh...yes, My Lady?" the pegasus asked, turning herself right-side-up and trying to focus on the viewscreen.

"DEPLOY THE FLEET AND MAKE READY TO INTERCEPT ANY SHIP THAT ATTEMPTS TO LEAVE THIS SYSTEM. YOU ARE IN COMMAND NOW, ADMIRAL DERPIETT."

"Wow, thanks, Lady Moon!" Derpiett replied cheerfully, doing a loop-de-loop in midair. As Nightmare Moon deactivated the viewer, her last view of the bridge was a pair of junior officers hauling away the corpse of their former commander.

"The heavy transports will launch as soon as they're finished loading. Only two fighter escorts per transport," Rariteia said to the assembled fighter pilots in the command center. "The energy shield can only be opened for a brief time, so please take care to stay close to your assigned transports."

"Two fighters against a Starbucker?" a middle-aged mare asked dubiously.

"The dragon cannon will fire several shots to make sure any enemy ships are out of your flight path," Rariteia reassured her. "Once you've cleared the energy shield, proceed directly to the rendezvous point. Understood?"

"Yes, ma'am!" the pilots chorused.

"Then good luck." Dismissed, the pilots scrambled to their ships.

Outside the base, Pony Rebel troops busily positioned gleaming pieces of heavy artillery along the snow trench leading to the base while officers yelled orders. Stout stallions wrangled a juvenile dragon into the rear of a massive cannon which was aimed up at the sky. Near the power generators, even more troops scrambled to set up artillery and portable shielding, even as the generators spat sparking, popping arcs of electricity into the biting arctic wind.

Inside the command center, Rariteia and Zecora oversaw the battle preparations with mounting tension. "They will undoubtedly strike at our generators with zeal. Make ready to open the energy shield!"

The energy shield dissipated with a loud crackle; a massive Pony Rebel transport, hauled by ten spacepegasi, took off from the surface, flanked by two P-wing fighters. Above them, an Equirial Starbucker loomed ominously.

Behind the Rebel ships, a massive blast of dragon fire erupted from the dragon cannon, lancing out into space and striking the Starbucker. Fiery explosions raced across the mighty ship's hull as it spun out of control and veered crazily into space; the Rebel transport and its escorts shot into happyspace with a prismatic burst.

//The first transport is away.//

Cheers rang through the main hangar at this announcement. Twilight cantered briskly to her hornspeeder, meeting up with her gunner, a young, eager, ice-blue colt named Shady Daze, on approach.

"Feeling alright, Commander?" the colt asked.

"Just like new, Daze. How about you?"

"Right now I feel like I could take on the whole Equire myself," the colt replied cheekily.

Twilight laughed as she strapped herself in. "I know what you mean."

A Pony Rebel watching the horizon line through binoculars bit off a curse at what he saw: four enormous mechanical bunny rabbits, gleaming in the cold sun, hopping ponderously toward the Rebel base. Bolts of blaster fire streaked away from the mechanical bunnies, carving deep potholes of steaming slush in the frigid landscape. As the bunnies drew closer to the base, the ground began to shake with each hop.

"Whinny Station Two-E-Nineteen," the lookout reported into his commlink, "we've got Equirial hoppers incoming!"

//We're on our way,// Twilight's voice reported over the open channel as the hornspeeders raced out of the hangar. Above them, the gunnery officers were unloading heavy artillery fire on the approaching hoppers to little effect.

"Hay Leader to Hay Squadron. Keep it tight, everypony," Twilight instructed her squadron.

The hornspeeders streaked toward the hoppers, weaving between hailfire from the hoppers' blaster cannons and responding with powerful horn missiles. Most of the missiles passed harmlessly under the giant rabbits and raised clouds of ice and snow as they impacted the ground and exploded; the ones that hit blasted plates of armor off the hoppers, but did little in the way of appreciable damage.

"Alright everypony, rodeo time!" Twilight commanded, suddenly veering her speeder sharply to the left. The squadron broke formation, splitting into two columns which peeled off and began circling two of the hoppers. Twilight angled her speeder up and flew at the faceplate of her chosen hopper, strafing it with her blasts. The blaster bolts deflected harmlessly off the thick armor, and the hopper responded by slapping her speeder, sending it skidding into the snow.

//Twilight!// a voice called over her comm.

"I'm okay, no system damage," Twilight replied. "Blasters are no good, though. We'll have to try something else...arm your harpoons and tow cables. Go for the ears."

Following Twilight's instructions, the two groups of speeders fired their tow cables at the ears of the mechanical rabbits; the harpoon tips sank deep into the thin armor of the ears, and the speeders' circling pattern wrapped the cables tightly around their quarry.

"Alright, everypony! PULL!"

The speeders stopped circling and took off in one direction in unison, firing their thrusters at full power. The cables pulled taut and held; the two roped rabbits were dragged face-down into the snow, where they lay uselessly.

"That's two down," Twilight reported.

//Good job, Hay Squadron!// Rariteia called over the commlink. //I'm relaying your strategy to Oat Squadron to take care of the other two.//

"Copy that," Twilight replied. "We'll mop up whatever troopers come out of those—uh-oh, here we go."

Steedtroopers billowed out of hatches located in the posterior section of the fallen hoppers. Hay Squadron swung around and opened fire, tearing the armored troopers apart with a hail of blaster fire. Nearby, another group of hornspeeders had copied their performance, dropping the other two hoppers.

"That was easy," Daze commented.

"Yeah...giant rabbits, seriously, what were they THINKING?" Twilight wondered.

"Hey, I ain't complainin'," the younger pony said.

"Are all the transports away?" Rariteia asked.

"Yep, we're good," Spike-Threepio replied.

"Good. Let's evacuate the ground staff." She switched on the commlink again. "Hay Squadron, Oat Squadron, we're about to drop the shield. Keep the ground troops busy while we get everypony out."

//What about the Starbuckers?// Twilight's voice asked.

"It's a risk we've got to take," Rariteia replied.

//You're right...good luck. May the Horce be with you.//

Rariteia and Zecora galloped down the corridor to the main hangar. The last of the base personnel were boarding a small transport shuttle, which was rapidly filling to capacity.

"There's only room for one more," an officer said apologetically.

"Then I surrender that honor to you, Princess. You are needed more, I am needed less," Zecora deferred.

Rariteia shook her head. "No, you get on, Zecora. I—"

"Hey, Princess, you comin' or not?" Rain shouted from down a corridor. "And I guess you can bring that dippy dragon-droid along too."

"Rain!" Rariteia called happily. "I thought for certain you'd already gone—"

"Yeah, well..." Rain looked off to the side, twiddling her front hooves. "You know me, I don't like to leave anypony hangin'." She shook her head. "Now hurry up, we gotta blow this popsicle stand!"

"I'll be right with you," Rariteia said. Turning to Zecora, she nodded. "Good luck, Zecora."

"May the Horce be with us all, and see to it that none shall fall," the zebra replied, saluting before boarding the shuttle, which sealed its airlock and hovered above the deck.

Rariteia levitated Spike-Threepio onto her back and galloped down the corridor after Rain.

The transport and the Millennium Rainboom shot out of the Pony Rebel base, streaking into the sky and disappearing. Seconds after they cleared the atmosphere, burrolaser blasts from the orbiting Starbuckers ripped into the base's power generators, which exploded violently, shaking the ground and sending chunks of fiery debris flying in all directions and massive clouds of steam billowing into the sky.

"They got out just in time," Twilight said. "Okay, my little ponies! Let's fall back and get to the P-Wings before the Equire blows them clear to Mustangfar!"

The hornspeeders raced back to the base, evading blasts and explosions as the unprotected base finally succumbed to Equirial attack. As they docked the speeders, the pilots jumped out and galloped to their P-Wings; Owltoo was already loaded into Twilight's fighter as she teleported into the cockpit and readied the craft for takeoff.

As the P-Wings streaked into space, Twilight began adjusting controls. Owltoo hooted inquisitively. "Don't worry, Owltoo," the unicorn said. "There's nothing wrong, we're just not going to the rendezvous."

Owltoo hooted several times.

"I'm setting course for the Goatgobaah system," Twilight replied.

Owltoo hooted again.

"Trust me, I know what I'm doing."

Rain stretched as the Millennium Rainboom emerged from Hoss' gravity well. "Okay, looks like we're..."

Two Starbuckers loomed directly to starboard, right in the Rainboom's intended flight path.

"...not even remotely clear. Everypony on alert!" Rain commanded. "Macky, get the deflectors up and—"

The Millennium Rainboom shuddered as burrolaser fire from a Starbucker burst against the aft plating.

"Why weren't your deflectors already on? You KNEW we'd be running into this sort of trouble!" Rariteia cried.

"Gimme a break, Your Highness! It takes a couple minutes after escape velocity before the deflectors will even work, and we JUST took off!"

"Just how old ARE your deflectors?"

"Pretty old..."

The ship lurched violently, sparks showering from an overloaded coupling.

"Get us OUT of here, if you wouldn't mind!" Rariteia screamed shrilly.

"What the hay do you think I'm TRYIN' to do?!" Rain retorted sharply, flipping switches and checking instrument readings. Bigmacca was likewise occupied.

The Starbuckers belched forth a stream of PIE fighters, which bore down on the little freighter, laser fire raining down and causing small explosions throughout the cockpit. "Okay, we've gotta ditch these losers," Rain grumbled. "Macky! Evasive action!"

"Eeyup," Bigmacca replied, taking the helm and deftly swinging the Rainboom around in a wide circle.

For the next several minutes, the Rainboom dodged PIE fighters, occasionally luring the tiny interceptors into firing on one another or flying into the path of fire of the Starbuckers.

"Okay, I've finished calculating the happyspace jump...punch it, Macky!"

"Eeyup," Bigmacca agreed, activating the happydrive.

Nothing happened.

"I said punch it!"

"Ah punched it. It ain't punchin' back."

"Buffa chips," Rain spat. "I think we're in trouble..."

Spike-Threepio tottered into the cockpit. "Bad news, everypony! The happyspace motivator is damaged! We can't jump to happyspace!"

"We're in trouble," Rain moaned, facehoofing.

"Eeeeeeyup."

Another squadron of PIE fighters surrounded the cargo ship, with one of the Starbuckers closing in on a near-collision course.

"Oookay, I can fix this, I can fix this...Macky! Keep 'em off our butts! Spike, talk to the computer, see if you can't find out what's wrong! Princess...um..."

Rariteia teleported into the port gunnery chair and armed the lasers.

"Uh...yeah. Do that." Rain blinked. "Wait, since when CAN you do that?"

"Survive now, ask silly questions later!"

The Rainboom streaked through space, trying to elude its pursuers as heavy fire rained down all around it, the freighter's own feeble bolts of blaster fire answering the Equirial assault. The fighting was so intense that neither combatant noticed the asteroid field at the edge of the Hoss system, which the ships were rapidly approaching.

In the circuit pit, Rain cursed violently as she worked, trying to track down and repair whatever was causing the happydrive to fail, while barking orders at Spike-Threepio to hand her various tools. After several minutes, the entire ship lurched with a muffled *crunch-thud* sound.

"What the hay?!" Rain flew up out of the circuit pit.

Rariteia reappeared in the cockpit in a burst of dazzling magic. "That wasn't an attack," she said.

The ship rocked again, another muffled crunch ringing through the hull.

"We're in th' asteroid field," Bigmacca said. "Durn Equirials corraled us right inta it."

"Buffa chips," Rain groaned. Through the forward viewport, the ponies could see hundreds of asteroids of various sizes whizzing around. "Okay okay, um, uh..." She brightened suddenly, wings fluttering. "Hey, wait! I've got an idea!"

"Oh, DO you?" Rariteia asked, arching an eyebrow skeptically.

Rain began pressing controls furiously and steered the Rainboom into the field, narrowly avoiding a collision with an asteroid half the size of the ship.

Rariteia stared at the pegasus. "ARE. YOU. INSANE?!" she screeched.

"Quiet down, Princess," Rain snapped. "I've gotta concentrate..."

The Rainboom banked almost ninety degrees and whizzed behind another asteroid, then jerked straight up, throwing Rariteia and Bigmacca back in their seats and sending Spike-Threepio tumbling toward the aft section. After three seconds of climb, Rain banked the ship at a downward angle, directly toward a cluster of small asteroids.

Behind the ship, four of the PIE fighters continued their pursuit, slowed by the fact that the pilots, while skilled, were nowhere near as talented nor as suicidally insane as the colorful pegasus. One of the fighters couldn't quite make the sharp turn Rain had made, and one of its ion fins was sheared off by an asteroid. It spun out of control, impacting on the surface of another asteroid and exploding.

"That's one down," Rain muttered.

"That Starbucker is still back there," Rariteia pointed out. Indeed, the massive ship was doggedly destroying smaller asteroids, clearing its own path through the field, though the speed of its pursuit was drastically reduced.

"LOOK OUT!" Bigmacca shouted as a house-sized asteroid hurtled directly toward the Rainboom from dead ahead.

"Dammit!" Rain banked the ship hard to port. They could hear the asteroid scraping the underside of the ship. Rain tensed up, gritting her teeth.

"No hull breach," Spike-Threepio reported. "You're pretty much gonna hafta repaint the ship, though."

"No, really?" Rain retorted. A bolt of laser fire from a PIE fighter streaked past. "Oh, for BRAYING OUT LOUD!"

Suddenly, a pony-sized asteroid near the PIE Fighter glowed blue-white and zipped sideways, slamming violently into the tiny ship, which exploded.

Rain stared, slack-jawed. "What...the..." She turned slowly to Rariteia. "Was...was that you?"

The princess fluttered her eyelids, seeming as shocked as the brash pilot. "Why...yes, yes I believe it was..."

"Nice work," Rain said. "But we're not outta this yet..."

As Rain dodged several more small asteroids, Bigmacca said, "There's a heap big'n comin' up. At th' speed we're goin'..."

"I see it," Rain said. Then, suddenly, she broke into a grin. "And I see something else, too. Hang on, everypony!"

The Rainboom's thrusters flared as Rain increased speed, bringing the ship in a tight arc that practically skimmed the surface of the moon-sized asteroid. The pursuing PIE fighters exploded against its surface as they failed to execute the death-defying manuever.

"YOU ARE THE CRAZIEST BUCKING PONY I HAVE EVER—"

The sudden, violent arching of the ship's trajectory shut the princess up as she was thrown against her restraints. Then, without warning, everything went dark except for the lights on the control panels.

"What the...what just..."

Rain grinned. "Saw a tunnel on my scope soon as I got around to the backside of this rock. Figured it'd be a good place to hide."

"We're...we're INSIDE the asteroid?" Spike-Threepio cried.

"Eeyup," Bigmacca said. "Durn crazy stunt, Rain. Reminds me'a th' time we—"

Rariteia got right in Rain's face. "YOU. COULD. HAVE. KILLED US!!" she screamed.

"But I didn't. You're welcome, by the way."

"You...I...just...AAAAAAAAAAAAAAAARGH!" Rariteia shouted in frustration, before tossing back her head and marching stiffly out of the cockpit.

"Uh...okay then. Let's see about fixing that happydrive."

Twilight's P-Wing emerged from happyspace and gracefully entered orbit of a planet almost entirely shrouded in dense clouds. "There it is. Goatgobaah."

Owltoo hooted inquisitively.

"Goatgobaah isn't a who, it's a—oh. Right." Twilight chuckled at herself. She frowned as she checked her instrumentation. "Doesn't look like there's any cities or technology. There's definitely life down there, though. A LOT of it."

Owltoo hooted doubtfully.

"Oh, I'm sure it's perfectly safe." Twilight gently eased the ship into the planet's atmosphere, descending into the dense cloud cover. Soon, the canopy was completely blanketed in dense gray clouds; Twilight was forced to rely on instruments to carefully pilot the fighter through the blinding cloud layer.

A warning klaxon went off, nearly deafening her. Owltoo began shrieking; the P-Wing shuddered violently as the combined turbulence from atmospheric flight and the incredibly heavy cloud cover tossed the ship about like a leaf caught in a storm. The scopes flickered and went dead; Twilight gritted her teeth and braced herself in her seat as she jammed the yoke forward...

The clouds abruptly parted around the nose of the fighter, and just as the thick tendrils of clinging mist peeled away from the canopy, the fighter lurched with a sickening *CRUNCH*.

The scopes reset themselves, the alarms began screaming more loudly, Owltoo made a deafening racket, and when Twilight could finally see, she wished she couldn't.

The fighter had collided with the face of a massive, hideous reptile. Which looked confused for a moment, before its face contorted into an expression of fury. It roared.

"GAH! WHAT THE HAY?!" Twilight yelped, pulling back on the yoke and kicking in the aft thrusters to swing the P-Wing back and away from the monster.

It roared up at her...and then one by one, three identical monsters emerged from the mist, also roaring furiously at the starfighter.

Owltoo hooted a warning. "Yes, I can SEE there are four of them," Twilight snapped. Then, she paused as she looked down at the thick, muddy swamp beneath the straining, snapping heads. "No, wait...there's just one monster. It's got four heads!"

One of the heads stretched out and snapped at the nose of the ship.

"The heck with this," Twilight muttered. She fired one blast at each head, then arced around and flew away from the hydra. It tried to give chase, but soon she had left it far behind.

Twilight panted heavily. "That was scary. But I think we're okay—"

A tree reached up out of the swamp and smashed itself into the ship, sending it spinning out of control. Owltoo shrieked and Twilight screamed as the P-Wing tumbled wildly through the air, bounced off a large rock, and landed with a thick wet squelch in the middle of the thickest, muddiest part of the swamp.

Twilight's ears drooped. "Oh no."

Popping the canopy, she clambered up out of the ship. She looked around, surveying the scene, and grimaced. "I don't think my insurance is gonna cover this, Owltoo."

The little droid hooted in agreement as it popped itself free of its compartment and teetered precariously down the length of the P-Wing.

A thick fog surrounded the patch of swamp Twilight had "landed" in; she couldn't see for more than a quarter of a mile in any direction. What she COULD see, however, was very discouraging: a dense, muddy swamp, thick, gnarled trees, and grayish-brown rocky ground. "Well, this is certainly...scenic," Twilight said. She sat down heavily on the nose of the ship, unmindful of the mud clinging to her tail. "Oh, Owltoo...what am I even DOING here?"

The little droid did not reply, simply tottering to rest at her side.

Derpiett flapped her wings idly as she hovered before the entrance to Nightmare Moon's private chambers. Finishing the last bite of a delicious blueberry muffin, she brushed the crumbs from her uniform before entering the Dark Lady's sanctuary.

What she saw upon entering was not the fearsome glossy-steel form of Nightmare Moon—at first. For just a moment, she caught a glimpse of a frail, maneless, heavily scarred blue mare. Then, armatures descended from the ceiling, lowering the familiar black armor into place. The whining hiss of closing seals pierced the silence. Nightmare Moon whirled to face the door, adjusting her black steel wings. "YOUR REPORT, ADMIRAL?"

"We just got a report from the ship following the Millennium Rainboom," Derpiett said. "They lost the Rebel ship in an asteroid field."

"I HAVE LITTLE TOLERANCE FOR FEEBLE EXCUSES. I WANT THAT SHIP."

"Yes, my Lady."

As Derpiett turned to leave, Nightmare Moon added, "AND ADMIRAL?"

"Yes, Lady Moon?"

"I ALSO WANT ONE OF THOSE MUFFINS."

Derpiett pouted. "Okay," she said with a sigh.

"There, everything's down but emergency power," Rain said. The interior of the Rainboom was nearly pitch black. "They can scan the field all they like but unless somepony flies right up this rock's butt, they'll never find us."

"How prosaic," Rariteia said with a dainty sniff.

"You...don't need me to turn myself off, do you?" Spike-Threepio asked worriedly.

"Of course not," Rain said. "YOU, I need to help figure out what's wrong with the happydrive."

The Rainboom abruptly lurched, staggering its occupants.

"Oh no! They found us! They're gonna kill us! We're gonna die!" Spike-Threepio wailed.

"No, that wasn't..."

The ship lurched again.

"Yyyyyeah, I'm pretty sure that was the asteroid," Rain said. "Either they're tryin' to blow it up, or..." She shook her head. "Just means we gotta work fast. Bigmacca, you and dragon-dip get back there and work on the happydrive."

As the stallion and the droid left the cockpit, the ship lurched again, throwing Rain against the console, and an indignant Rariteia right into her face...rear end first.

"UGH! Get your fat, smelly plot offa my face!" Rain complained.

"FAT?" Rariteia shrieked indignantly. "Why, I'll have you know I—"

The ship shook again.

"Yeah yeah, save it for later. We gotta figure out what's causing THAT."

Twilight sighed as she levitated a heavy equipment box from the wrecked ship to the rocky shore. Rummaging around in it, she withdrew a small fusion furnace and a power cable. "Need a recharge, Owltoo?"

The droid hooted eagerly, and Twilight chuckled as she plugged him in. Satisfied the recharge process was underway, she dug into the box and emerged with a smaller box containing a number of pressed honey oat bars. Unwrapping one, she bit half of it off. As she chewed, she looked around at the bleak, murky surroundings. "I wonder if this Pinkie Poda even exists...maybe I just dreamed the whole thing. I mean, I was knocked out cold in the snow..." She sighed. "I wonder..."

"HI!" a high-pitched, absurdly cheerful voice called.

Twilight turned around...and reared in alarm as the pinkest pony she had ever seen appeared an inch from her face.

"GAH!" Twilight cried. "Don't sneak up on me like that!"

"New here, you are? Here, a cupcake eat," the pink mare said, offering Twilight a fresh-baked, iced cupcake.

"Uhh...thanks?" Twilight said, accepting the cupcake. She nibbled at it and smiled. "Hey, this is pretty good!" She studied the unexpected mare. She was an earth pony, and seemed completely out of place in this dark, dank, foggy swamp, with her bubblegum-pink coat and poofy cotton-candy mane. She watched Twilight with shining, bright blue eyes and a huge, squeaking grin. Twilight raised an eyebrow. "Juuuust out of curiosity...do you by any chance know a pony by the name of Pinkie Poda?"

"A pony by the name of Pinkie Poda? My name, that is! Here, a cupcake eat."

"Wait...YOU'RE—?! But that's impossible!" Twilight stared in shock at the absurd mare. "You're...you're just not OLD enough to be...! I mean, Pinkie Poda trained Ali-Corn Celesti, and she was an old mare! And you, well, you're MY age...! It just isn't possible! It isn't logical! YOU are NOT LOGICAL!"

"Logic, in the presence of the Horce, no meaning has," the pink mare said. "Young I may look, but Pinkie Poda, I assure you, I am. Here, a cupcake eat."

"Uhh, no thanks...I'm still kinda working on the first one..." Twilight said absently, eyes wide in disbelief. "You're...you really ARE..."

"Come here you have, why? Here, a cupcake eat."

Since Twilight had finished the first one, and it was delicious, she accepted the second one. Idly, she noted that Pinkie Poda wasn't wearing saddlebags, and for the life of her she couldn't see any sign of a tray or cart or wagon or anything bearing a supply of cupcakes. Shrugging, she bit into the new treat. "Well...this may sound crazy, but I think I came here to ask you for training."

"Training, you say? A master baker, to become? Help you with that, I can. Here, a cupcake eat."

"Where are you even GETTING all these cupcakes?" Twilight asked. "And no, that's not what I came here for. I came here to learn the ways of the Horce, to become a Cuti Knight."

"Ahhh," Pinkie Poda said, nodding. "Help you with that, I cannot. Here, a cupcake eat."

"I think I've had enough cupcakes, thanks. And why can't you help me? Was my vision wrong?"

"A vision, you had? Here, a cupcake eat."

"I already told you I don't want any more—" Twilight sighed. "Sorry. I'm full, really. And my vision..." She paused. "Sunny—I mean, Ali-Corn Celesti—told me to come to the Goatgobaah system and ask you to train me, because she...because she..." Twilight bowed her head, tears welling up in her eyes.

"Into the Horce, Ali-Corn passed, has," Pinkie said quietly. "A joyous thing, this is. Mourn her, do not. Miss her, do not. Here, a cupcake eat."

"Thanks," Twilight said, absently eating the cupcake without really tasting it. "What do you mean, she's 'passed into the Horce'?"

"Everything you see, the Horce surrounds. The swamp. Your ship. The rock. The tree. You. Me. The cupcake. Everything. Powerful, the Horce is. Life would not exist without it. Cupcakes would not exist without it. When we die, into the Horce, we pass. The Horce, we become. Become the Horce, Ali-Corn has. A time of sadness this is not. Here, a cupcake eat."

Twilight accepted the cupcake but didn't eat it. "So...you really are a Cuti."

Pinkie closed her eyes. "A Cuti, I was. Long ago. Now, a simple hermit, I am. Train you, I cannot. Go, you must. Here, a cupcake eat."

"I didn't come all this way and wreck my ship for cupcakes!" Twilight shouted. "I came to learn the ways of the Horce! Because...because..." She looked away. "Because..."

"Your enemy, you seek to bring harm to? Like the Hydra? Nothing, the Hydra did to you. Necessary, harming it was not. No cupcake for you."

"I didn't mean to hurt it! It scared the heck outta me and I thought it was gonna eat my ship!"

"Your fears, you let control you. Your anger, you let control you. Your doubts, you let control you. Impatient, you are. Believe in the Horce, you do not. Still clinging to what you know, you are. Unlearn you must, what you have learned. But you are too old. Too stubborn. Too skeptical."

"But...how can I avenge Sunny and...and my mother...?"

"Vengeance, you seek? The path to the Dark Side, vengeance is. Help you seek vengeance, I will not."

"Then how about justice?" Twilight demanded. "Weren't the Cuti Knights the guardians of order and justice? Don't you still have an obligation to—"

"ENOUGH! Away with you! And a cupcake for the trip home take!"

Pinkie Poda galloped off into the dark forest and disappeared in the fog.

Twilight sighed, staring down at the three uneaten cupcakes sitting on the ground in front of her. She bowed her head and closed her eyes.

After a moment, she looked up, eyes full of determination, and galloped into the forest in pursuit of the eccentric hermit.

//—and they disappeared off our scopes,// a hologram of the captain of the Equirial Starbucker reported. //My Lady, there is simply no way that vessel survived in such a dense asteroid field—//

"NO, CAPTAIN. THEY ARE ALIVE. ORDER EVERY AVAILABLE SHIP TO JOIN YOU. SWEEP THE ASTEROID FIELD UNTIL THEY ARE FOUND."

As the hologram disappeared, Nightmare Moon turned to find Derpiett hovering near the console. "YES, ADMIRAL?"

"Um...the Empress...wants to talk to you."

Nightmare Moon nodded and left the bridge.

Nightmare Moon sealed the door to her private cabin and knelt upon a raised platform. Immediately, a faintly distorted hologram filled the air before her, stretched from wall to wall and ceiling to floor: a mare whose features were mostly cast in shadow by the voluminous hooded cloak she wore, her coat color indeterminable due to the distinctive blue tint of holographic communication.

"WHAT IS THY BIDDING, MY MISTRESS?" Nightmare Moon asked.

//I sense a disturbance in the Horce.//

"YES, MISTRESS. I HAVE FELT IT ALSO."

//The daughter of Lunakin Sparkletrotter lives, and is with the Rebel Alliance.//

"YES, MISTRESS. I HAVE FELT HER. I mean, her presence. Not physically. I'm not like that. I mean, that's just disturbing and wrong, and...ahem. PLEASE CONTINUE, MY MISTRESS."

//The Horce is strong with her.//

"SHE IS YOUNG AND UNSKILLED. ALI-CORN CELESTI CAN NO LONGER HELP HER."

//The child of Lunakin Sparkletrotter must NOT be allowed to become a Cuti Knight.//

"PERHAPS SHE CAN BE TURNED TO THE DARK SIDE. SHE WOULD MAKE A POWERFUL ALLY."

//Yes...I can understand why you would rather turn her than destroy her. But can you do it?//

"SHE WILL JOIN US OR DIE."

//Then I leave it to you. Do not fail, Lady Moon.//

The hologram faded out. Nightmare Moon rose to her hooves.

The hologram reappeared.

//Um, if you'd be so kind as not to fail, that is. I won't kill you or anything. Just...get it right, please?//

The hologram disappeared once again.

After what felt like an hour of hard running, Twilight came upon a clearing in which stood a bright, cheery gingerbread house. Somehow, Owltoo had managed to catch up to her.

"Pinkie Poda is...a very strange pony," she muttered.

"One to talk, you are," Pinkie said from behind her.

"GAH! STOP DOING THAT!"

"So excitable, you are. Here, a cupcake eat."

"Look...Master Poda...about what you said before..." Twilight fidgeted. "I just...I mean..."

"Into your heart, see, I can. Your mind, an open book to me is. A Cuti you wish to become because your mother was one. But in the Horce, you do not believe. By logic, you are bound. Good intentions you have, but the heart of a Cuti? No."

"But I—"

{{Must you ALWAYS give my Saddlewan learners such a hard time, Master?}}

Twilight jumped. A ghostly image of Ali-Corn Celesti had appeared. While in life, she had been old and missing a wing, in death she stood young and strong and tall, with both beautiful wings rustling above her haunches.

"About your last apprentice, warn you, I did," Pinkie Poda said. "To your master, listen, did you? No." She fixed a gaze upon Twilight that seemed impossibly ancient. "Much frustration there is in this one. Much desire to cling to logic. Much skepticism. So like her mother, in so many ways..." She shook her head. "No."

Twilight looked from one to the other. "Master Poda, I...wait, no, I can...Sunny, tell her! Tell her about the Death Spur, and what you taught me, and..."

"Yes, yes, strong in the Horce you are," Pinkie Poda said dismissively. "But your doubts, your suspicions...in the way, these things are. An obstacle, blocking your path to understanding the Horce."

Twilight wilted visibly. "But...but I've come all this way...I've seen and done things I never thought were possible...and I want to see more, and do more, and...and help everypony! I want to be..." She looked down, studying her hooves. "Just...please?" she asked plaintively.

The Horce manifestation of Ali-Corn sighed. {{Master Poda...you stubborn, cupcake-obsessed old mule...you know you must train her. She is our only hope.}}

Pinkie Poda looked up, her gaze seeming to reach beyond the ceiling, to the very stars. "No. There is another."

{{Shhh! Spoilers!}}

Pinkie Poda sighed. "Very well. Train you, I will."

Twilight jumped around in circles, cheering. "Yesyesyesyesyesyesyes! Thankyouthankyouthankyouthankyou—"

Pinkie Poda stuffed a cupcake in her mouth. "But first, a Cuti training party, we must have."

Rariteia stared out of the viewport into the darkness of the cavern, idly primping her mane. The cockpit was still dark, with only the dim lights of control panels running on emergency power providing any illumination.

Suddenly, she espied something hovering near the transteel of the viewport; something small and fuzzy-looking. Curiously, she watched it as it flitted past the viewport. A moment later, it returned, with two more like it. They hovered around the viewport, peering in at her with big, luminous eyes.

"Oh? Whatever could those be?" she wondered. She rose and trotted aft, where Rain, Bigmacca, and Spike-Threepio were repairing the Rainboom. "There's something alive in here with us," she said.

Rain looked up at her. "You serious?"

"I saw it with my own eyes. Three of them. There are probably more. Tiny things. They're just flying around out there."

"Huh. You sure they're creatures, and not probes?"

"It may be dark, but I can still tell the difference between a creature and a probe," Rariteia informed her archly.

"Ah reckon we ought'n check it out," Bigmacca opined. "Might not be a bad idea t'know what else is in here with us."

Rain nodded. "Yeah. Yeah. Alright. Macky, Spike, you keep workin' on the happydrive. Princess, you come with me, we're seeing what's out there."

"What?!" Rariteia cried, recoiling. "I am most certainly NOT going out th—"

Rain pounded a big red button with her hoof. The cargo drop hatch opened underneath Rariteia, dumping her unceremoniously beneath the Rainboom. Smirking, she flew down after her.

"You RUFFIAN!" Rariteia shouted. "That was the lowest, most dirty..."

At least three dozen small, fuzzy objects flew past the two ponies, straight up into the ship.

Rain's ears flattened. "Oh no. No no no no no." She grabbed Rariteia with her hooves and flew back up into the ship. "MACKY! Break out the sonipulse pistols! Kill every last one of those THINGS that just flew into my ship! DAMN, DAMN, DAMN, DAMN, DAMN!"

Rariteia blinked. "A bit of an extreme reaction, don't you think?"

Rain was already hoofing her a pistol. "Those are PARASPRITES, Your Highness. They eat energy. Any kind of energy. Electrical, chemical, nuclear, bioelectric..."

Rariteia's eyes widened. Without another word, she joined Rain and Bigmacca in some impromptu pest control. It took far longer than they liked, for each time one of the Parasprites managed to consume any of the energy from the ship or its inhabitants, it puked up two more fully-grown and hungry Parasprites. However, they successfully quelled the pest invasion before any serious damage was done to the ship or those within.

Even with the Parasprite infestation contained, Rain was still pensive. "There were way too many of those things," she said.

"Yes, especially after they started reproducing," Rariteia agreed.

"No, I mean the ones that boarded us right away," Rain corrected. "There shouldn't have been that many Parasprites in a pitch-black cave in a chunk of space rock. There's nothing here for them to eat, so what...?"

She opened the boarding ramp just far enough to fly outside, being careful to watch for Parasprites. A moment later, the others heard blaster fire, and the ground beneath the ship bucked angrily.

Rain flew back inside, closing the hatch and flying to the cockpit. "Macky, power everything up. We've gotta get outta here. NOW!"

"What's wrong?" Rariteia asked.

"This ain't no cave," Rain said tersely as she began rushing through a systems check. The ship continued to vibrate as the ground beneath them shuddered and roiled.

"What do you mean?"

Rain didn't answer. Bigmacca resumed his place at the copilot's controls, and when the systems board confirmed everything was go except the happydrive, Rain fired the thrusters at full burn.

As the Rainboom streaked down the tunnel it entered through, Rariteia saw starlight beyond the entrance. She also saw that the entrance seemed to be collapsing. "My, this place certainly has an awful lot of stalactites and stalagmites. And they're so large! Why, it's almost like they're..." Her eyes widened as realization set in.

The ship turned sideways as Rain pushed the thrusters to the limit, just barely squeezing through a gap between two enormous teeth. As the Rainboom blasted out into space, Rain turned the ship around so everypony could see what had just nearly eaten them: an enormous, enraged space dragon.

"Whoa," Spike-Threepio said.

"That does it. We're gettin' outta this rock farm," Rain said grimly.

Twilight Sparkletrotter, dripping with sweat and grunting from exertion, jerked her hooves frantically this way and that, touching the lighted arrows of the Dance Like A Jackass stage she stood upon. Following the demonically-scrolling hailfire of step arrows on the screen was one of the most challenging and frustrating things she had ever done.

Having Pinkie Poda standing atop her head did not help matters.

"Yes. Good! Move those hooves. Dancing leads to joy, joy leads to peace, peace leads to inner harmony. Very important for a Cuti Knight, inner harmony is. All anger, all hatred, all suffering must you purge from your heart. The path to the Dark Side, such things lead to. Dance away from the Dark Side, young Saddlewan. Here, a cupcake eat."

"You're saying if I just dance and party all the time, I'll learn the ways of the Horce?"

"Hah! Perhaps. Perhaps not. Most likely not, for you are not me. Here, a cupcake eat."

"And why do you keep pushing all these cupcakes on me? Is...is there some significance to the cupcakes? Are they magical? Are they laced with some kind of—"

"Yummy, the cupcakes are. Here, a cupcake eat."

"And where are they even COMING from?"

"From the Horce."

"You're pulling delicious magic cupcakes out of thin air?"

"No! I am pulling delicious normal cupcakes out of the Horce. Through the Horce, all things are possible. Here, a cupcake eat."

"Even with all this exercise, I'm going to gain like fifty pounds if you don't knock it off with the cupcakes."

"Fine. Poop my party. Dance, Saddlewan. Dance your way into the harmony that is the Horce..."

The dark, ominous crescent of Nightmare Moon's flagship cut a shadowy path through the reaches of space. On the bridge of the Lunar Starbucker, a bizarre mixture of quadrupeds including ponies, griffons, mules, zebras, and even a camel stood in a loose line, all eyes fixed upon Nightmare Moon as she silently observed them.

Admiral Derpiett hovered nearby. "Why bounty hunters, Lady Moon? You've got hundreds of ships, thousands of PIE fighters, hundreds of thousands of steedtroopers..."

"ALL OF WHICH HAVE FAILED TO LOCATE A SINGLE REBEL STARSHIP," Nightmare Moon said ominously.

An officer trotted up to Derpiett, who nodded and flew away from the the bounty hunters (and in the wrong direction; the second officer had to redirect her to the right station). Ignoring this, Nightmare Moon walked up and down the line of bounty hunters. "THE ONE WHO FINDS THE MILLENNIUM RAINBOOM WILL BE WELL REWARDED. USE WHATEVER MEANS YOU DESIRE, BUT THE CREW ARE NOT TO BE KILLED. YOU MUST BRING EVERYPONY ON THAT SHIP TO ME ALIVE." She paused before one hunter in particular, a pony wearing star-spangled blue armor with a white crest upon the helmet. "NO BASE ATTEMPTS AT DECEPTION TO FALSELY CLAIM THE REWARD."

"The Great and Powerful Trixie Fetter would do no such thing," the armored pony said defensively, with a noticeable hint of a Kiwi accent.

Before Nightmare Moon could issue further instructions, Derpiett flew up in an excited tizzy. "Lady Moon! We've got them!"

The Millennium Rainboom shuddered as hailfire from the Starbucker streaked past, scoring glancing blows despite Rain's superior piloting skills.

"That happydrive STILL isn't working?" Rain shouted.

"Nnnnope," Bigmacca replied.

"Buffa chips, why won't that stupid thing just bucking WORK already?!" Rain cried.

"You expect any different when your ship is about three centuries past its warranty?" Rariteia asked.

"Watch it, Princess. This ship's done pretty good keeping your sorry butt alive."

"...yes, of course. My apologies."

The ship lurched violently.

"Uh-oh," Spike-Threepio said nervously. "The aft deflector's out. One more hit back there and it's all over!"

Rain growled. "There's gotta be some way to..." Suddenly, her eyes flew wide open, and a wicked smile broke across her face. "Yeah, I think I got it! Hang on everypony, this's gonna be a little rough..."

Without bothering to explain, she brought the ship hard about. "Macky, put everything we've got into the forward shields."

Rariteia gasped. "You're...you're ATTACKING them?!"

"Uh, Miss Rain, I gotta say I don't like the odds of—"

"Everypony just shut up, I know what I'm doing!" Rain snapped.

The Millennium Rainboom raced directly toward the Starbucker, bobbing and weaving to avoid the burrolaser blasts from the massive Equirial starship.

The captain watched in horrified surprise as the tiny ship made a beeline for the very bridge she was standing on. "Is...is that pilot INSANE?" she wondered. "Is this a suicide attack? Shields! Full shields!"

Everypony on the bridge watched nervously as the Rainboom loomed larger in the forward viewports...

And then veered off to the side and vanished.

"Track them!" the captain snapped. "They may be coming around for another pass!"

"Negative, Captain! I'm not reading them at all." The lieutenant at the tracking station looked up, puzzled. "They're just...gone!"

"They can't just be GONE!"

"I'm sorry, Captain! There's just no sign of them!"

The communications officer turned to face the captain. "Sir, Lady Moon is requesting an update on the pursuit."

The captain sighed. "Great. That's all I need right now. Are you ABSOLUTELY SURE they're just gone?"

The bridge officers looked at one another, grim expressions on their faces.

"I'm sorry, Captain Dust. There just...isn't anything. We've lost them."

Captain Lightning Dust cursed under her breath. "Set course to rendezvous with the fleet, and prepare my shuttle. I'll report to Lady Moon personally and assume responsibility for this fiasco."

The bridge officers couldn't meet her eyes as she headed for the lift doors. They knew the brash pegasus would never be heard from again.

Twilight Sparkletrotter lay spinning on her back on the uncomfortably rocky ground, struggling to keep several absurdly large, heavy pinatas afloat at once.

"No! Not with your magic, silly!" Pinkie Poda said irritably. "The Horce, you must use. Here, a cupcake eat."

Twilight grunted as she set the pinatas down. "But...I need magic to make things levitate," she said as she levitated the upside-down cupcake into her upside-down mouth.

"Upside-down, your brain is," Pinkie Poda said. She flipped forward on her front hooves, touching down nose-first on the ground. She extended her full body length upward, so that every ounce of her body was being supported by her nose. She closed her eyes.

The pinatas rose into the air as one, orbiting Pinkie Poda's comically extended rear hooves in a perfectly circular orbit. They made several revolutions before coming to a stop; each pinata simultaneously exploded, showering an obscene amount of candy on the ground.

"How...how the hay did you DO that?" Twilight asked, mouth agape in disbelief. "You're...not a unicorn..."

"Unicorn, earth pony, these things matter not. The Horce, anypony can use. Your thinking, adjustment needs. Here, a cupcake eat."

"Wait, wait. So you're saying...this Horce stuff really isn't unicorn magic?"

"Well, DUH!" Pinkie Poda shouted, waving her hooves in the air. "Didn't Ali-Corn teach you ANYTHING?!"

Twilight stared across the swamp, toward the sunken P-Wing. "I guess...I guess she really didn't. Or maybe...maybe she tried, but I just didn't understand..." After a full minute of contemplation, she turned to face Pinkie Poda, mouth set in a grim, determined line. "But I'm ready to understand now, Master."

"Good. Here, a cupcake eat."

Lightning Dust exploded in a grisly shower, spattering the hangar deck with assorted gooey remains.

"APOLOGY ACCEPTED, CAPTAIN," Nightmare Moon said. She stalked coldly toward Derpiett, who watched the scene with a tinge of green to her face. "WELL?"

"It's like she said, My Lady. The Millennium Rainboom is just gone. They must've gone into happyspace." She cringed, expecting a similarly gruesome fate.

Nightmare Moon's respirator let out an exceptionally long hiss. "THEN WE MUST DEPLOY THE FLEET TO EVERY POSSIBLE DESTINATION ALONG THEIR LAST KNOWN TRAJECTORY." As she turned away from the wary pegasus, she added, "DO NOT FAIL ME, ADMIRAL DERPIETT."

"Of course not, My Lady."

The Equirial Starfleet began to disperse, leaving the ship formerly commanded by Lightning Dust drifting at the edge of the asteroid belt. Nopony on any of the Equirial ships noticed the shiny silver apple-shaped growth the Starbucker had mysteriously developed.

As the various starships went into happyspace, Rain Bolo sighed. "Finally. They think we got away. It worked."

"An admittedly clever plan...if completely INSANE," Rariteia said. "But you forgot one little detail: we're still stuck to the bottom of an Equirial starship!"

"Relax," Rain said, hooves behind her head. "Watch and learn."

A hatch opened on the hull of the Starbucker about a hundred meters forward of the Rainboom. A collection of detritus in varying shapes and sizes floated out of the hatch, drifting in space beneath the massive ship.

"Did...did their ship just take a dump?" Spike-Threepio asked.

"SPIKE! Such language!" Rariteia chided.

Rain laughed. "Pretty much, yeah. Standard Equirial procedure. Before a ship goes into happyspace, they dump their garbage. Sooo..."

She hit a control on the board. With a loud CLANK, the Rainboom detached from the hull of the Starbucker. Then, Rain hit the manuevering thrusters, and the Rainboom drifted into the middle of the debris cloud.

"So we just float around like a space turd, and wait until they go to happyspace?" Spike-Threepio asked.

The Starbucker disappeared in a flash of rainbow light.

"Eeyup," Bigmacca said.

"Well...alright, I admit it, Captain," Rariteia said, "that was indeed an ingenious ploy."

"Yep, yep...sometimes, I manage to amaze even myself."

Rariteia rolled her eyes. "So, what now?"

"Well...we're pretty much in the middle of nowhere, without happydrive, so..." Rain swung around a monitor and tapped at the control keys. "We need to find a friendly port that's close enough to reach at sublight speeds." Her eyes scanned the list silently for a long moment. "Ah! How about that? Applo!"

"Applo system?" Rariteia asked. "I don't believe I've ever heard of it."

"Applo ain't a system," Bigmacca said. "Applo's mah little sis."

"Yep. Applo an' me go way back," Rain said. "Looks like she's doin' pretty okay for herself too, which is lucky for us. Bespinto system...yeah, it'll take a bit, but we can make it. Punch it in, Macky."

"Uhh...y'all SURE about that, boss?" Bigmacca asked doubtfully. "Ah mean, Ah'm right fine with a family visit an' all, but...Applo might still be a mite ticked off at us..."

"It'll be fine, trust me," Rain said. "I got us this far, didn't I? Besides, it's the closest thing to a friendly port we can reach at sublight. Now punch it in."

Bigmacca sighed. "Eeyup..."

As the Millennium Rainboom rocketed off in the direction of Bespinto, nopony noticed a small, gaudy golden spacecoach following them.

Twilight stood upright on her left front hoof, mane falling down over her face as she concentrated. All around her, frogs swam in midair, rocks hopped up and down, and cupcakes ate each other.

"Very well you are doing, Saddlewan," Pinkie Poda said. "Disturbing, the cannibal cupcakes are, but proof of your creativity it is."

"I just figured if the cupcakes could eat each other, I wouldn't have to," Twilight said without moving even a millimeter.

Pinkie Poda laughed. "Come. Rest you must. Unwise it is to do too much too soon."

"You're right, I am getting pretty tired." Twilight gently released her guiding grasp on the Horce, allowing the objects she was manipulating to return to their natural state. She stretched out a few kinks as she stood on all four hooves once more. She had taken three steps toward the gingerbread cottage when a pain like a hot needle lanced through her soul.

"Rain...Rariteia...!" she gasped.

Pinkie Poda looked back at her. "You said something, Saddlewan?"

"My friends...I don't know how I know, but...I think they're in danger. I sense...pain."

Pinkie Poda closed her eyes for a moment, then nodded. "A vision, you are having. The future, you are seeing."

Twilight gasped. "My friends are going to be in danger in the future?"

"Possible it is," Pinkie Poda said. "The Horce shows us many things...paths the future may take, predictions of events which may affect us in ways we cannot imagine." She fixed Twilight with a piercing stare. "These portents of the future, obsess over them, do not. Focus you must on now, on your training, on what you are doing here. The future will take care of itself."

"But my friends...what if they need me?"

"Better then that the help of a Cuti they receive than the help of a Saddlewan with only the most basic grasp of the Horce, would you not say?"

Twilight sighed. "Yes, Master."

The Millennium Rainboom descended into the atmosphere of the gas giant Bespinto, making a beeline for a massive floating city riding the uppermost cloud layer. As the ship descended toward the primary landing platform, two air cars pulled alongside, lights flashing on the fronts and sides. Each air car was piloted by a uniformed cow.

The communications panel on Rain's console crackled to life. //State your business here or moooooove along,// one of the cows said.

"I'm here to visit Applo Calabresian," Rain said.

//Got a landing permit now, do ya?// the other cow asked.

"No, I don't have a permit," Rain said, trying not to sound too aggravated. "I'm an old friend of Applo's, I was in the parsec, thought I'd stop by..."

//Name and operator license number, please,// the first cow said.

"I'm Rain Bolo, freight operator license 10102010," Rain replied.

There was a long moment of tense silence.

//Millennium Rainboom, you are cleared for landing on platform G4.//

"Thank you," Rain replied. As the channel closed, she let out a sigh. "Whew. For a minute there I was a bit worried."

"Just what did you DO to this pony?" Rariteia wondered.

"Aheh...it's kind of a funny story," Rain said, rubbing the back of her neck sheepishly.

Once the Rainboom had landed and powered down, the ponies and Spike-Threepio descended the landing ramp, casting wary glances around the deserted landing platform.

The door of the landing terminal slid open, and an orange-coated mare cantered out. She wore a rippling blue velvet cape and supple black leather boots. A large golden locket in the shape of an apple dangled from a chain around her neck. Her sleek, shiny golden mane was tied in a silky ponytail which hung casually over her right shoulder, the end of which was held together by a golden clasp bejeweled with three sparkling rubies cut into the shape of apples. Her green eyes flashed with fire as she espied Rain, and she stalked toward them, head lowered in warning.

"Uh-oh," Rain muttered.

"You," the elegant mare said, eyes narrowed at Rain as she approached. "Y'all got a lotta nerve, showin' up here after what you did."

"Aheh...ah...um..."

"You no-good, low-down, snake-bellied, rustlin', connivin', hornswagglin', turd-eatin' varmint," the orange mare continued to rant. She stood two feet from Rain, glaring at her as though expecting her to burst into flames.

Then, she grinned broadly and threw herself at the pegasus, engulfing her in a bonecrushing hug.

"Dang it all, if'n it ain't actually good ta see ya, R.B.!" She threw back her head and let out a burst of laughter. Then she let go of Rain and turned to Bigmacca. "An' Bigmacca! Finally figgered out this cheatin' varmint's no good fer ya an' come crawlin' home, huh?" With another happy laugh, she hugged her brother, who smiled and hugged back with equally exuberant force.

Rariteia relaxed at the happy scene.

"She seems nice," Spike-Threepio said.

"Hey there!" Applo called to the unicorn and the droid. "Y'all come on over, have a meet-n-greet! Mah name's Applo Calabresian, Ah'm in charge o' this whole dang city. An' y'all are...?"

"Princess Rariteia of Alderaanch," Rariteia introduced herself.

"And I'm Spike-Threepio, pony-cyborg relations, at your service," the dragon-droid added.

"Whoo! A Princess, here? Now Ah feel all fancy!"

"You LOOK all fancy, little sis. What's with th' new duds? Where's your favorite hat?"

Applo laughed, shaking her head. "Ah ain't no simple farmpony no more, big bro. Got an image t'keep now." She looked up at the Millennium Rainboom. "So how's the ol' Millennium Apple holdin' up after all this time?"

"Hey! Millennium Rainboom," Rain corrected. "She's my ship now, remember. Fair and square."

"Yeah yeah, Ah know," Applo said, waving a hoof dismissively. "So, whut brings y'all here?" she asked.

"Repairs," Rain said. "The old girl's been through a lot lately, the happydrive's shot..."

Applo nodded. "Ah'll get a crew right on it, don't fret none." She gestured to a pale unicorn stallion with a vaguely unsettling face, who wore a blinking device around the back of his head that covered both ears. The stallion trotted silently away. "So! Come on in, set a spell, we can shoot th' bull, catch up a bit...looks like y'all got some mighty good stories t'tell."

"So, you're a gas miner now, huh?" Rain asked as the group walked down a broad corridor.

"Eeeyup," Applo nodded. "Without mah ship t'haul apples around in, Ah pretty much had t'give up th' farm. But it turns out that was th' best thing Ah ever coulda done!"

Bigmacca frowned. "So th' family farm's just...gone? Just like that?"

"Oh, Ah still own th' farm, an' Ah still got people growin' apples," Applo said. "But it's turnin' a loss every season." She grinned. "Ah'm actually kinda glad t' lose a little money on that old farm."

Bigmacca grunted. "Granny's gotta be turnin' in her grave..."

"Hey now. Y'all left too, Mac," Applo said sternly. "Y'all saw th' signs just as plain as Ah did."

"True enough," Bigmacca admitted.

Rariteia looked between the two of them. "What exactly happened?" she asked.

"Heh, well...that's a mighty long story," Applo said.

"We've got time," Rain said. "Besides, I gotta hear how you wound up runnin' THIS place."

"Alrighty then," Applo said. She led them into a spacious receiving room, where two staffers quickly laid out a spread of fruits, cheeses, fine breads, and a selection of drinks. As everypony settled in and helped themselves to refreshments, Applo began:

"Back, oh, fifteen generations or so, mah ancestors settled th' Malus system. Th' whole planet's one big fertile prairie with about fifteen rivers that go pretty much all over th' planet, an' three great big lakes. When they were buildin' a new home, they found out only two things grow on Malus: grass an' apple trees. Millions'a apple trees. T'ain't nothin' else'll grow on Malus. So, they learned t' love apples. Which ain't all that hard, I mean, they're apples, right? An' then th' family even changed their name t' Apple, an' started exportin' apples all over th' Republic. Th' family grew, cousins an' third cousins an' what-not went offworld t' see th' galaxy, set up a spot for themselves here an' there, an' all that. For a while, things were pretty good for th' Apple family.

"Well, th' trouble started durin' the war. Malus sided with th' Republic, o'course, so one day, the Separatists started hasslin' our ships. Ma an' Pa died defendin' our freighters. Mah Granny was left in charge'a th' whole family business.

"Then th' Republic started drivin' off th' Separatists, so they pulled one last dirty trick an' firebombed th' whole planet. All but fifty acres o' orchard, gone, just like that.

"O'course, we kept on keepin' on best we could, but we just couldn't grow enough apples t' turn a profit, an' had t' start makin' hard choices. Them durn blue apples that showed up in th' Outer Rim didn't help matters. People started wantin' blue apples instead'a our apples, an' fer some reason, we never could get blue apples t'grow on Malus. Even if we could, well...the Catts control th' blue apple market, so...an' then Granny died. Stress was just too much for her poor ol' heart, Ah guess.

"So anyways, we was strugglin' t' get th' orchards back t' rights, an' we only had th' one freighter left, th' Millennium Apple. Bigmacca an' me were runnin' apples all over the galaxy, an' one day we met up with this flyin' varmint.

"So, Ah gots ta talkin' ta R.B. here, an' we come up friends. Mah brother had a crush on 'er, too. Ah gotta admit, once me an' R.B. started meetin' up when we could, we got up ta some mighty shady shenanigans.

"So one day, R.B. says hey, let's have a cider drinkin' contest. She put up two hunner tons o' rare spices against mah ship. Ah didn't think Ah could lose a cider drinkin' contest, since Ah bin drinkin' hard cider since Ah was a filly, but...she beat me. Ah still don't know how she did it, but she won fair an' square.

"So without a ship, me an' Bigmacca couldn't haul apples no more. Ah didn't right know what t' do, an' this big red idjit up an' signed on as R.B.'s first mate on the spot, so...right about then, Ah reckon Ah knew it was over. Th' Apple family legacy o' growin' an' sellin' apples to every corner'a th' galaxy was just...done. So, Ah sold everthin' Ah had left, bought a little cruiser, an' took off lookin' fer somethin' new t' do.

"Ah started hangin' out in lotsa bad dives like th' ones R.B likes, makin' a livin' gamblin'. Then one night, Ah met this real ornery gasbag of a minotaur, liked t' brag about his big ol' gas minin' colony. Showed off, flashed his money. Ah got 'im set down at th' table, got a few drinks in 'im, then cleaned him outta every last bit.

"An' that's how Ah wound up runnin' this place."

"Whoa," Spike-Threepio said.

"That's certainly quite a story," Rariteia said in a stunned tone. "So, Bigmacca, you have a romantic interest in Captain Bolo?"

"Ah got over that ages ago," Bigmacca said, chuckling. "Ah realized th' only pony she loves is herself, so Ah let it go."

Rain shot him an offended look. "Hey! Are you sayin' I'm self-centered?"

"Nnnnnope. Egomaniac would be the word Ah'd use."

Applo laughed. "Y'got THAT right, Bigmacca." She shook her head. "Anyway, this place weren't doin' near as good as that idjit minotaur said it was. Not till Ah came along. Ah whipped it inta shape, an' now everypony here's rich enough t' buy their own starship if'n they wanted."

"How'd you manage that, sis?" Bigmacca asked.

"Well, one day Ah got t' wonderin' what kinda gasses we could find if'n we went deeper inta th' planet, so Ah had th' minin' engineers shoot a probe down inta th' core." She grinned. "Turns out this ain't really a gas giant."

"It isn't?" Rain asked.

"Nope. There's a surface down there under all this gas. It ain't much t'look at, but turns out there's crops growin' down there."

"Crops? Really?" Rariteia asked. "What sort of crops?"

"Beans," Applo said with a toothy grin.

Everypony else fell over. "UGH!" Rain cried. "Applo, that was just...BAD!"

Applo smirked smugly, kicking her hooves up.

Pinkie Poda emerged from the forest to find Twilight at the edge of the swamp, body tensed, face screwed up in concentration.

"What are you doing, young Saddlewan?" she asked.

Twilight let out an exasperated grunt as she slumped to the ground. "I'm trying to dig my ship out of that muck," she explained. "I had another vision. It was a lot worse than the last one. Master...they're my friends. They're in trouble. I can't stay."

Pinkie Poda shook her head. "Their deaths, most certain are if you leave now. The training, you must complete."

"But I can HELP them!" Twilight exclaimed. "I may not be a Cuti yet, but I've learned a lot! I promise, I'll return to finish training once my friends are safe."

Pinkie Poda sighed. "No. Return, you will not. If now you leave, die you will. In the Horce, this I have seen."

"You know what I see in the Horce?" Twilight asked, her voice rising in anger. "I see me not wanting to just sit here while my friends might be dying, and I see you helping me get this STUPID ship out of the—"

Twilight's starfighter exploded, raining shrapnel all over the swamp and sending dozens of frogs hopping madly into the jungle.

"HEY!" Twilight shouted, rearing and whinnying in anger. "Why did you blow up my starship?!"

Pinkie Poda looked away from Twilight. "Your ship, I did not destroy. Your doing, that was. Your first lesson in the Dark Side of the Horce, that was," she said.

Twilight stopped cold, stunned. "The...Dark Side?" she asked timidly.

"Your anger. Your frustration. To these feelings, the Horce responded. Less a Cuti are you now than when you came here." Pinkie Poda trotted slowly into the forest. "A ship, I have. Give it to you, I will. Leave. Return, do not. My student, you are no longer. My cupcakes, you will never again eat."

Twilight stared at the retreating Cuti Master in mute shock.

Rain returned to the quarters she shared with Rariteia to find the unicorn pacing restlessly. "I thought you were going to get some sleep," she said.

"I tried, but...I had the most horrible dream. About Twilight and...and Nightmare Moon."

Rain winced. "Look, Twi's okay, alright? Don't worry about her. Anyway, good news. The ship's almost ready. A few more little things left, and we'll be out of here tomorrow."

Rariteia nodded. "Good. It's nice here and all, but...I feel a little uncomfortable after that story Miss Calabresian told us."

Rain grimaced. "Yeah, look. Applo an' me...we've both done things we're not real proud of. But we've both changed, too. Me, helpin' out the Pony Rebels, her, turnin' this place into a gold mine...it doesn't matter how we got where we are today, the important thing is what we do now that we're here. You know?"

Rariteia gave Rain a small smile. "Yes, I suppose you're right."

The door opened, and Applo trotted in. "Hey y'all. Ah'm puttin on a little banquet, thought Ah'd ask y'all to drop by a spell. Plenty of fancy food."

"Well, we certainly don't want to miss out on an offer of fancy food, now do we?" Rain asked in an exaggerated mockery of Rariteia's highly cultured accent.

"Oh, you...!" Rariteia growled. Then, she sighed. "I suppose we might as well, though."

In the corridor, they met up with Bigmacca and Spike-Threepio.

"So Applo," Rain asked as they walked, "how're you stayin' off the Equire's radar?"

"Oh, th' right favor here, th' right bribe there," Applo said, waving a hoof airily. "You just gotta know th' politics of stayin' in business without somepony puttin' a big smelly hoof in your pie." Her eyes darted around nervously as she spoke. Bigmacca's eyes narrowed.

They arrived at the door to the banquet hall. As it slid open, it revealed the unexpected and unwelcome sight of Nightmare Moon, seated upon a throne-like chair at the banquet table.

"What the BUCK?!" Rain cried. She drew her blaster and fired at Nightmare Moon, who deflected the blast harmlessly with her hornsaber. An instant later, Rain's blaster flew into the dining room of its own accord, landing on the table, where Nightmare Moon smashed it with her metal hoof.

"PLEASE, DO JOIN US," the Dark Lady said.

Rain and Bigmacca turned to glare at Applo, who took a defensive step backward and looked away. "Ah'm sorry," she said. "They got here right before y'all. Ah gotta protect what's mine, y'know? Ah ain't losin' nothin' else."

"Yeah, you are," Rain said. "A friend."

"And a brother," Bigmacca said.

"NOW NOW, THERE IS NO NEED FOR ALL THIS. STEEDTROOPERS, TAKE THEM."

Twilight felt rather self-conscious about the starship Pinkie Poda had supplied her. It was humiliating enough to be kicked out of Cuti training, but to have to show up to rescue her friends in...in...

"Why would ANYPONY have a starship that looks like an ice cream cone?" she complained aloud.

Owltoo hooted.

"That crazy, cupcake-obsessed FRAUD of a Cuti Master PINKIE PODA, that's who!" Twilight ranted.

On her instrument panel, the attitude adjustment control spat out a stream of sparks and a trail of black smoke.

"Eep. Stay calm, stay focused..."

By the time Twilight had landed the Starcream at Bespinto, she had managed to regain control. She disembarked from the ridiculous ship and set out to find her friends with determination and purpose in her gait, Owltoo trotting along behind her.

Applo fought to hold back a wince at the terrifying screams coming from the chamber in which Rain Bolo was being tortured.

Nightmare Moon emerged from the torture chamber and addressed the armored bounty hunter waiting on the end of the room opposite Applo. "I WILL RELEASE CAPTAIN BOLO TO YOU ONCE I HAVE SPARKLETROTTER."

"She is useless to Trixie dead," the bounty hunter said. "Trixie can only collect her reward from Opal the Catt if Rain Bolo is alive."

"SHE WILL LIVE."

"Um, excuse me, Lady Moon?" Applo asked. When the Dark Lady turned to her, she continued, "Whut about the Princess an' my brother?"

"PRINCESS RARITEIA IS A CONVICTED TRAITOR TO THE EQUIRE, AND BIGMACCA AIDED IN HER ESCAPE FROM OUR DETENTION CENTER. THEY ARE BOTH TO BE EXECUTED ONCE MY BUSINESS IS CONCLUDED HERE."

"Hey now, Bessie, that weren't our deal!" Applo said hotly, stamping a hoof.

Nightmare Moon regarded Applo coldly for a long moment. "IF YOU DO NOT WISH ME TO INVOLVE MYSELF IN YOUR AFFAIRS, I SUGGEST YOU NOT INVOLVE YOURSELF IN MINE." With that, the Dark Lady trotted briskly out of the room.

In the torture chamber, Rain screamed again.

Applo bowed her head, tears brimming in her eyes. "Whut've Ah done...?"

Rariteia, Bigmacca, and Spike-Threepio looked up as the door slid open. Rain was thrown roughly into the cramped cell by two steedtroopers, who then locked the door.

"Boss!" Bigmacca cried.

"Oh, Rain...what did they DO to you?" Rariteia asked.

Rain raised her head and fixed bleary, puffy eyes on the two of them. "They didn't even...ask any questions," she slurred through a swollen tongue.

The door opened again, admitting Applo and two of her security officers.

"You TREACHEROUS FILTH!" Rariteia screeched. "GET OUT OF HERE!"

"Simmer down," Applo said. "Ah just...wanted t' let you know...Ah didn't mean fer any'a this t'happen. If Ah'd known..."

"Tell somepony who cares," Bigmacca spat.

"Look, when Nightmare Moon showed up, she promised nopony'd be hurt, so long as Ah let 'er at Rain." Applo shook her head. "Ah shoulda known her word weren't worth caterpillar spit."

"Yeah, you should have," Rain said thickly.

"Ah thought she'd let Rariteia an' Bigmacca live if Ah kept 'em confined here, but...she's gonna kill you both. That jes' ain't right."

"None of this is right," Rariteia said. "But if you cared about right or wrong, you wouldn't have sided with the Equire in the first place."

"Ah didn't SIDE with 'em!" Applo hissed. "Ah'm over a barrel here! Anyway, Ah didn't know how messed up this all was, or that she was gonna hand Rain over ta that bounty hunter...she jes' said she wanted information."

"Information?" Rariteia asked.

"About somepony named Sparkletrotter."

Rain and Rariteia looked at each other, eyes wide in alarm.

"This is just a trap for Twi?" Rain asked.

"An' we're th' bait," Bigmacca said.

"Ah'm sorry. Ah really am." Applo turned and left.

"This is too weird," Twilight muttered. "Where is everypony?"

The city was eerily silent. She hadn't been hailed by landing control, there was no sign of guards anywhere, and she didn't hear any of the noises she would expect to hear in a city this size.

Taking a moment to focus her mind, she called upon the Horce, and saw a vision of Rain, pale and shaking, severely injured, and her other friends terrified for...

She gasped. "I'm walking right into a trap."

Nightmare Moon, four steedtroopers, and Applo Calabresian stood upon a bare metal catwalk in a dimly lit industrial room full of various mechanical apparatuses, whose central feature was a deep round pit set into the floor, from which thick clouds of steam and chilled vapors billowed.

"YES, I BELIEVE THIS FACILITY WILL SUFFICE. WE WILL USE THIS EQUIPMENT TO PREPARE SPARKLETROTTER FOR HER JOURNEY TO THE EMPRESS."

Applo frowned. "Lady Moon, we use this here facility for hasbronite packagin'. It ain't safe t' put a pony in there. It might kill 'er."

"THAT WOULD BE INCONVENIENT," Nightmare Moon said. "IN THAT CASE, I SHALL TEST IT ON CAPTAIN BOLO FIRST."

Applo winced.

Twilight crept stealthily around a corner, keeping a watchful eye out. So far she'd been on Bespinto for half an hour, and had yet to see anypony.

Hearing hoofsteps, she quickly opened a door and slipped through. Fortunately, nopony was in the room she had entered. With a relieved sigh, she looked around. The room she had entered was some sort of private suite. There was a bed with disturbed linens, a glass with a few ounces of water in it on a table, and a black vest draped over the back of a chair.

Twilight paused. "Wait a second. I know that vest." Her eyes widened. "Rain! Rain is here, I knew it! She was in this room." She frowned. "But where is she now...?"

Closing her eyes, she reached out with her senses, drawing upon the Horce...

With a nod, she went back out into the corridor.

Two surprised Equirial steedtroopers stopped short right in front of her.

"Uh-oh," she muttered.

Steedtroopers guided Rain, Rariteia, Bigmacca, and Spike-Threepio into the packaging facility. Inside, workers were busy configuring the machinery under the watchful gaze of Equirial troops. As the party emerged onto the catwalk, they encountered Nightmare Moon, Trixie Fetter, and Applo. Applo tried to meet Rain's eyes, but couldn't.

"Trixie Fetter protests this action!" Trixie shouted at Nightmare Moon. "Rain Bolo is worth a fortune to Trixie, but only if she is alive!"

"IF SHE DIES, THE EQUIRE WILL COMPENSATE YOU," Nightmare Moon said. Her horn glowed, and Rain found herself jerked off her hooves. She struggled against the grip of Nightmare Moon's power, but her efforts were futile. In short order, she had been forced onto the platform suspended over the billowing pit.

"What are you going to DO to her, you monster?" Rariteia demanded.

"I INTEND TO USE THIS CHAMBER TO PACKAGE SPARKLETROTTER," Nightmare Moon said, "BUT FIRST IT MUST BE TESTED TO ENSURE SHE WILL SURVIVE."

"Why you low-down...!" Bigmacca growled. With a mighty groan of tearing metal, his fetters snapped; he pawed the ground, snorting and preparing to charge.

"MACKY!" Rain snapped. "Calm down. It's okay."

"The hell it is!"

Rain gazed sternly at him. "Save your strength," she said. "Other ponies need you now. Don't worry about me."

The guards restrained Bigmacca. Rain pierced Applo with one last long, penetrating stare, putting the full force of her feelings of betrayal and loathing into that stare.

"Rain..." Rariteia said.

"Yeah?" Rain answered, tilting her head.

Raritiea smiled, sniffling. "I've always liked your mane."

"I know."

Nightmare Moon nodded to the platform operator, who lowered Rain into the pit. Lights around the lip of the pit glowed; whirring, grinding, and clanking noises could be heard from the machinery below. Everypony on the catwalk above waited with bated breath.

When at last the machinery fell silent, a large industrial claw lift descended into the pit. It lifted out a large, brightly colored box with a clear display window in the front. Within, Rain Bolo stood in a fixed pose, frozen in place as though she were merely a life-sized plastic toy. Dozens of thin wire ties snaked around her legs, wings, neck, mane, and tail, binding her to the box. Obscenely bright and cheerful logos on the box proclaimed "MY LITTLE PONY: MARE WARS" and "PONY REBEL CAPTAIN RAIN BOLO", as well as "Includes Blaster Accessory And Gun Belt!".

"Oh wow! They encased her in hasbronite!" Spike-Threepio exclaimed. "If she's still alive in there, no force in the whole ponyverse can ever touch her now!"

"WELL, CALABRESIAN?" Nightmare Moon asked. "DID SHE SURVIVE?"

Applo ran a hand scanner over the bar code on the side of the box. "Eeyup, she's still kickin'."

"EXCELLENT. RESET THE CHAMBER FOR SPARKLETROTTER." Nightmare Moon turned to Trixie. "BOLO IS YOURS, BOUNTY HUNTER."

An Equirial officer rushed into the chamber. "Lady Moon! Sparkletrotter is here in the city!"

"SEE THAT SHE FINDS HER WAY HERE. CALABRESIAN, TAKE THESE THREE TO MY SHIP—"

A globe of sparkling blue-white magic surrounded Rariteia, Bigmacca, and Spike-Threepio. In a flash, they were gone.

"—RARITEIA CAN TELEPORT? THAT WOULD HAVE BEEN USEFUL TO KNOW EARLIER."

"Forget her. Finish your business with this Sparkletrotter an' get you an' your stinkin' troops the hay off mah planet!" Applo said. She turned and held her head up high as she marched out of the packaging chamber.

The little group appeared in a side corridor with no traffic. Spike-Threepio stared up at the Princess in awe. "Whoa! Princess, you learned to teleport!"

"I wouldn't exactly call it 'learned', I can only do it in the most dire of emergencies, but nevermind that, we MUST find Twilight!"

"I'm right here," Twilight said as she popped out from one of the various defensive cover niches that lined the corridor. "I'm so glad you're all safe! But where's Rain?"

Rariteia bowed her head. "Aboard that deplorable bounty hunter's ship by now. Nightmare Moon packaged her in hasbronite."

Twilight gasped. "That's horrible! Is she...?"

"Still alive. Twilight, we need to go. This is all—"

"A trap, I know. Nightmare Moon wants me."

"Yes, so if you'd just join us, we—"

"Sorry. The three of you are getting off this planet and out of this system right now." Twilight looked down the corridor, ears swivelling. "Owltoo's waiting by the landing pad walkway. Take him with you. I'll catch up with you when...when I'm done here."

Rariteia gasped. "Twilight Sparkletrotter! Surely you cannot possibly be considering facing that evil abomination?!"

"I have to," Twilight said. Before the Princess could argue, she disappeared.

Rariteia stared at the spot where she had been for a long time before shaking her head. "She's right. We have to leave now."

"But—" Spike-Threepio protested.

"NOW, Spikey."

"...yes, Princess."

Applo used a secret security subpassage only she and her security staff knew about to quickly bypass the corridors teeming with Equirials, making a beeline for the landing pads. As she ran, she thought long and hard about what she was going to do, about what she should have done in the first place, and about the consequences of her actions, both those past and those yet to come.

She had lost so much in her short life, and gained so much more still. But the losses still outweighed the gains, and this latest loss felt like a twenty-ton horse collar around her neck.

But she was determined to make things right. No matter what it may take.

The eerily silent form of her lieutenant slid out of one of the side passages. She slowed down long enough to whisper a few brief instructions to him before continuing her breakneck dash for the landing pads.

Klaxons rang out all over the city. Masses of bodies were running down the main corridors. In the distance, Twilight could hear the massive blast doors slamming into place. In corridors she had already passed, squads of steedtroopers were marching in formation.

From the city map she had viewed upon entering, she knew exactly what was happening: the Equire was locking down every route except the one that led straight to Nightmare Moon.

Grimly, she walked calmly forward to meet her fate.

"They're locking everything down!" Spike-Threepio shouted.

Bigmacca frowned. "Way Ah remember it, this here's th' way back ta th' landin' pads, but..."

The trio stared at the massive, two-foot-thick tritanium blast door that stood between them and freedom. All around them, they could hear the sound of marching steedtroopers.

Rariteia's ears wilted, and her nose scrunched up in an impending sob. "This is it. We're doomed. There's no escape..."

Six burly earth ponies appeared out of nowhere and herded them into a doorway that hadn't existed a moment before.

Twilight crept slowly into the dimly-lit packaging chamber. Steam hissed up from the central pit. Apart from the hum of machinery and the soft hissing of the steam, there was no sound. The light was too dim to see clearly. She reached out with the Horce, exploring her surroundings with a sense beyond logic, beyond understanding.

Nightmare Moon may as well have been painted a dazzling bright neon orange; her presence SCREAMED at Twilight through the Horce.

"THE HORCE IS STRONG WITH YOU, YOUNG SPARKLETROTTER," Nightmare Moon said from a platform above the catwalk. "BUT YOU ARE NOT A CUTI YET."

"So I've been told," Twilight muttered softly.

Nightmare Moon leapt from the high ground, wings spread wide. A blood-red hornsaber snapped forth from her horn, a killing strike aimed at Twilight's head. Twilight ignited her own hornsaber and parried the attack, teleporting across the room without disengaging the spell. She slashed a power cable running above her head and sent the live end of it hurtling at Nightmare Moon. The Dark Lady took wing, easily avoiding the deadly cable.

Twilight leapt high into the air, hornsaber spinning and whirling as she broke into a dizzying flurry of strikes. Nightmare Moon parried each strike expertly, but found no opening to commit an attack of her own.

The Rebels' scuffle with the burly ponies ended when a panel in the wall opened, disgorging them into the open, gleaming expanse of the landing pad.

The six ponies disappeared back into the passage, which sealed itself and seemingly ceased to exist. As the trio stood confused and blinking in the clashing hues of Bespinto's atmosphere, Applo trotted up to them, followed by a very familiar droid.

"This droid belong to y'all?" she asked.

"Owltoo!" Spike-Threepio exclaimed.

Bigmacca launched himself at his sister, slamming her to the ground with his full strength. "Ah oughtta rip you apart right here an' now," he growled.

"We can still save Rain," Applo wheezed out.

"What?" Rariteia asked. "Bigmacca, let her up."

The stallion retreated, allowing Applo to shakily push herself to her hooves. She teetered a bit before she found firm footing. "Look...over there..." She pointed to the east end of the landing platform with a hoof.

The others turned and glimpsed the unmissable figure of Trixie Fetter directing two guards, who loaded the box containing Rain Bolo into the cargo hold of her spacecoach. The bounty hunter herself trotted up the ramp into the little golden ship.

"If we...get to the ship..." Applo said, massaging her ribs, "Hoo...you been workin' out, Bigmacca..."

"We gotta catch that flaky hunter afore she jumps t' happyspace!" Big Macca exclaimed.

"Everypony, to the Rainboom!" Rariteia commanded, breaking into a hard gallop. The others followed suit, Bigmacca scooping up the two droids and carrying them on his broad back.

Twilight and Nightmare Moon faced each other from opposite sides of the highest catwalk in the packaging chamber, warily stalking one another, prowling along the walkway like jungle cats, hornsabers ignited and humming through the air as they walked.

"YOU HAVE GREAT SKILL, FOR ONE WITH SO LITTLE TRAINING."

"I've always been a fast learner."

A panel cover ripped itself loose from the wall behind Twilight, striking her in the back of the head. Dazed, she lost control of her hornsaber spell. Nightmare Moon teleported directly behind her and raised her head for a slash that would cleave the young unicorn in two.

Twilight dropped to the ground and rolled away from the blow, which tore through the catwalk. The metal glowed yellow-hot where the blade struck. Reaching out desperately with the Horce, Twilight tore two support bolts out of the wall; with a shriek of stressed metal, the catwalk tore away from the wall, spilling both mares. Nightmare Moon spread her wings, gliding down to the next tier of catwalks; Twilight teleported and landed on the next-lowest level.

"IMPRESSIVE," Nightmare Moon admitted.

Twilight teleported again; she appeared right next to Nightmare Moon, hornsaber igniting inches from the cyborg mare's breastplate. Nightmare Moon reared; she had no room to use her wings to escape, so she teleported across the chamber. "MOST IMPRESSIVE."

The two watched one another carefully for a long moment, neither moving. Their hornsabers created eerie lights in the rising steam from the packaging pit.

"YOU CANNOT DEFEAT ME," Nightmare Moon said. "SURRENDER. ACCEPT THE INEVITABLE."

"Never!" Twilight yelled.

Both mares teleported simultaneously, appearing inches from each other, hornsabers clashing. They disengaged, then repeated the same teleport-and-engage move three more times, before coming to rest at opposite edges of the packaging pit.

The crane arm tore loose from its armature and struck Twilight in the rump, knocking her into the pit.

"ALL TOO EASY," Nightmare Moon said as she cantered over to the control panel.

Twilight appeared on the Dark Lady's back in a flash and bucked her in the back of the helmet. Nightmare Moon spun around and ignited her hornsaber; once again the two mares furiously traded blows back and forth across the lower catwalk. Twilight feinted a thrust at the control panel on Nightmare Moon's chest, causing the cyborg mare to leap quickly to the side; Twilight broke into a full gallop, disengaging her hornsaber, and barrelled for the nearest exit from the packaging chamber.

Nightmare Moon's respirator hissed more loudly and frequently for a moment, then she gave chase.

The Millennium Rainboom lifted off from the landing platform, following the same heading as Trixie Fetter's spacecoach.

"Ah've got 'er on scanners," Bigmacca said. "She ain't left th' system yet."

"Good, then we can still catch up," Applo said. "Ah'll start calculatin' th' happyspace jump, you get us as far up her butt as you can."

"Eeyup."

"Princess, Ah'd be much obliged if you'd take th' port lasers. Maybe we can knock out her happydrive afore she skedaddles, save ourselves a hassle."

"Right," Rariteia said, clambering into the gunner's turret.

"Is there anything we can do?" Spike-Threepio asked.

"Yeah, git that thar droid in back an' plug 'im inta th' navigational computer. Might make plottin' a jump go faster."

"Got it."

Suddenly, the Rainboom shuddered violently. Owltoo hooted wildly as a console at the rear of the cockpit exploded.

"Horseapples! Th' Equire's shootin' at us!" Applo exclaimed.

"Naw, really? Ah didn't notice," Bigmacca said. "Ah've got it under control, jus' keep workin' on that jump."

"Hey, Princess! Different target!" Applo yelled into the commlink.

//You needn't tell ME!// Rariteia replied. Indeed, several laser shots lanced forth from the Rainboom's port cannon in rapid succession, aimed at the three Equirial patrol shuttles bearing down on the freighter.

Suddenly, the Equirial shuttles veered off, scattering and increasing speed away from the Rainboom. "Huh," Applo grunted. "Wonder what lit a fire under their tails?"

As if in response, the proximity alarm began to scream, and something massive emerged from the clouds directly ahead.

Twilight skidded to a halt, panting and gasping for breath. She looked around and realized she had reached the reactor control room at the center of the city.

She felt a presence and turned, igniting her hornsaber just in time to parry Nightmare Moon's strike. The two began duelling back and forth across the room; Twilight was so exhausted she could no longer teleport if she wanted to keep her hornsaber spell at the ready, while Nightmare Moon showed no signs of fatigue whatsoever.

*She's relentless...she is a true master. And she wields the power of the Dark Side of the Horce...*

"RESISTANCE IS FUTILE," Nightmare Moon thundered. "SUBMIT TO ME!"

"I'd rather DIE!" Twilight shouted, lashing out with all her strength. Nightmare Moon staggered as she parried the powerful attack; Twilight was knocked across the room, skidding on her hooves, as Nightmare Moon instinctively repelled her using the Horce.

Twilight tried to clear her mind enough to reach out to the heavy machines lining the walls of the control room. Slowly, ponderously, they came to her aid, buffeting her foe. Nightmare Moon casually deflected every single thing Twilight threw at her with a wave of a hoof, then charged, electricity crackling around the base of her horn and up the blade of her hornsaber, which warped and popped as it absorbed and guided the power.

Twilight screamed as she threw herself to the side, sliding across the floor on her flank. With one desperate, mighty PUSH of the Horce, she sent Nightmare Moon flying into a bank of monitors. The crackling electricity dissipated, and the cyborg staggered to her hooves, respirator rasping harshly.

"Whatever it is you just did, it really takes a lot out of you, doesn't it?" Twilight asked. "I must've really ticked you off."

"YOU HAVE YET TO WITNESS MY FURY UNLEASHED, SPARKLETROTTER," Nightmare Moon replied. Grimly, she lowered herself to the ground, dispelling her hornsaber. The entire room began to shake.

Twilight looked around, wary and alert. She couldn't sense whatever it was Nightmare Moon was doing, and yet...

Without warning, the great windows at the far end of the room shattered. A sudden howling wind swept through the control room, buffeting the two mares. Nightmare Moon held steady, still crouched low to the ground. Twilight, unable to think of a way to defend herself, was swept up by the wind, blown viciously around the room, slamming painfully into every wall, every console, every pipe and shielded cable.

Then, finally, the wind threw her toward the open window, and she found herself flailing in open air above the dark reactor shaft, which sloped away almost infinitely. Frantically, she managed to wrap her forelegs around the gantry railing. Taking a deep breath, she pulled herself up onto the gantry.

Nightmare Moon trotted calmly toward her, hornsaber at the ready.

"Whut th' HAY is THAT?!" Bigmacca shouted.

"Whoa nelly," Applo said, ears flattening.

An enormous flying serpent had come out of nowhere. Its metallic purple scales gleamed, the dim sunlight accentuating their sharp edges. A flowing mane of brilliant copper-gold streamed behind its huge head. A long mustache of the same color fluttered in the upper-atmospheric winds. It glowered down at the little freighter and let out a terrifying screech.

//What IS that thing?// Rariteia asked.

"Oh that? That there's Steven," Applo said.

//Steven?//

"That's what we call 'im, anyway. He's a magnetoserpent. Flies around up here, usually a bit higher. He only goes below the clouds when he's gonna sleep. Ah reckon all that shootin' done woke 'im up from a nap."

Steven roared again. "An' Ah guess he's a mite cranky," Applo added.

//What should we do?// Rariteia asked.

"Whatever you do, don't shoot at 'im. Trust me." Applo looked down at her panel. "We're about ready t' jump t' happyspace anyway, so..."

She punched the hyperdrive.

Nothing happened.

"Whut th' hay?"

She tried it again.

The Rainboom continued to refuse to move.

Steven approached the ship, massive titanium fangs bared.

"Oh, ponyfeathers..."

"Ah thought your people fixed th' happydrive?" Bigmacca asked.

"They did! Ah swear! They told me they fixed it! We oughtta be tearin' outta here like a bat outta heck!"

"So why ain't we movin'?"

Steven decided it was time to have a snack.

Applo brought the ship around and flew it down into the clouds.

Sparks flew from the clashing, hissing hornsabers as the two mares duelled furiously up and down the length of the gantry.

"THIS IS USELESS," Nightmare Moon said. "YOU CAN NEVER DEFEAT ME. DO YOU REALLY WISH TO DIE A FOOL'S DEATH, LIKE ALI-CORN CELESTI?"

"There was nothing foolish about her death!" Twilight shouted. She lunged recklessly; somehow, her strike slipped past Nightmare Moon's guard and struck a glancing blow against her shoulder armor. The cyborg mare let out a grunt of pain as sparks and smoke sputtered from the small gash Twilight's blade had made.

With an incoherent roar of rage, Nightmare Moon launched a vicious, all-out assault. Twilight was barely able to keep up with the blindingly fast pattern of attacks, and found herself forced all the way to the end of the gantry. Even though there was a protective railing around the gantry, when Twilight's left rear hoof found empty air, she felt a moment of panic. That distraction was all Nightmare Moon needed. One powerful swing connected with the base of Twilight's horn, shearing it off. The young unicorn screamed in agony as her severed horn spun away into the seemingly bottomless reactor shaft. She sank to her knees, whimpering in pain.

"SURRENDER NOW," Nightmare Moon said. Her amplified voice seemed somehow gentle, which disturbed the wounded, panicking Twilight. "I HAVE NO DESIRE TO DESTROY YOU. YOU ARE FAR TOO IMPORTANT, YOUNG SPARKLETROTTER. YOU DO NOT YET KNOW HOW POWERFUL YOU CAN BECOME. THE HORCE IS STRONG WITH YOU. JOIN ME! I CAN SHOW YOU THE WAYS OF THE HORCE...OF THE DARK SIDE..."

"I'LL NEVER JOIN YOU!" Twilight screamed.

"ALI-CORN NEVER TOLD YOU WHAT HAPPENED TO YOUR MOTHER," Nightmare Moon rumbled as she stood over the prone, injured unicorn.

"She told me enough!" Twilight cried, tears of pain and anger in her eyes. "She told me you killed her!"

"NO," Nightmare Moon correced. "I AM YOUR MOTHER."

"That..." Twilight paused, blinking away her tears. "Wait, wait. You say you're my mother, but you just tried to package me in hasbronite, threw me out a window, and cut off my HORN?!"

"WELL, YES, BUT—"

"And anyway how the hay could you be my mother? Sunny said you were her sister..."

"YES, SHE AND I ARE SISTERS, BUT—"

"So you don't have the same name or anything and anyway if you're my mother why am I a unicorn and not an alicorn?"

"STOP ASKING RIDICULOUS QUESTIONS!"

"And why should I believe anything you say, anyway? You're the face of everything evil in the whole ponyverse!"

"WELL...YOU DO HAVE A POINT THERE..."

"So this whole 'I am your mother' thing is just you screwing with my head, right?"

"NO. I AM—WAS—LUNAKIN SPARKLETROTTER. AND YOUR MOTHER."

Twilight frowned. "But you still cut off my horn and you're still waving your hornsaber at me, so you're not much of a mother, are you?"

"AND YOU ARE A BRATTY DAUGHTER!" Nightmare Moon retorted, hornsaber thrumming and hissing.

"...I'm so out of here," Twilight said flatly, throwing herself over the railing and into the reactor shaft.

Nightmare Moon watched her daughter tumble away into oblivion for a long moment before turning and stalking angrily up the gantry.

"Is that thing still behind us?" Rariteia asked as she climbed down from the gunner's chair.

"He's still on th' scope, but Ah reckon he'll give up in a minute. He don't usually chase one ship for very long. Anyway, Ah've got 'er parked right under the middle o' th' city, an' ol' Steven don't like gettin' close t' that reactor shaft—"

There was a muffled *thump* from overhead.

"Oh no! He's got us! Does he have us? Are we being eaten?"

"Calm down, Princess. That weren't him," Bigmacca said.

"But then, whut WAS it?" Applo asked, scratching her head.

Rariteia's eyes widened suddenly. "Twilight," she said. Before either of the others could ask what she meant, she disappeared. A minute later, the emergency hatch on the roof of the ship opened from the outside. "A little help here!" Rariteia called.

Bigmacca trotted into the aft compartment to find Rariteia straining to levitate an unconscious Twilight Sparkletrotter into the ship. Puzzled, Bigmacca hopped up on the game table, reared onto his hind legs, and grabbed Twilight by the tail, dragging her as gently as he could through the hatch. Once she was inside, he set her on the sofa, then closed the hatch.

"Oh...oh no...what happened to her HORN?!" Rariteia cried.

At that moment, the two droids emerged from the circuitry pit in the hold. "Owltoo figured out that the happyspace motivator had been turned off," Spike-Threepio reported. "He turned it back on, so we can to to happyspace any time you're ready WHOA, where'd Miss Twilight come from?"

"For the moment, let us just be glad she's with us," Rariteia said, staring worriedly at the blackened, smoldering stump of the lavender unicorn's horn. "Bigmacca, kindly tell Applo to get us OUT of this wretched system."

"Where're we headin'? Are we chasin' after Rain, or...?"

Rariteia sighed. "This isn't the time. With the way things have been going today, it would be better if we return to the rendezvous coordinates. I'm certain Zecora is beside herself with worry."

"Eeyup." Bigmacca returned to the cockpit, leaving Rariteia to watch over the wounded Twilight.

Nightmare Moon stormed onto the bridge of the flagship. "ADMIRAL," she thundered. "IS THE HAPPYDRIVE ON THE MILLENNIUM RAINBOOM DISABLED?"

"Yes, My Lady!" Derpiett said, saluting. "I took care of it personally!"

"EXCELLENT. THAT VESSEL WILL BE EMERGING FROM THE CLOUD LAYER ANY SECOND NOW. TELL ALL PATROLS TO HOLD THEIR FIRE. I WANT A TRACTOR TEAM ON THAT VESSEL THE INSTANT IT IS WITHIN RANGE. IS THAT UNDERSTOOD?"

"Yes, Lady Moon! You heard her, everypony! Prepare for tractor team manuevers!"

"I have them on scanners, Admiral," an officer said. "They're escaping the planet's gravity well...now."

The tiny silver speck that was the Millennium Rainboom gleamed against the planet below, just barely visible through the Lunar Starbucker's forward viewer.

"Tractor team standing ready," another officer reported.

"Commence tractor team operation," Derpiett commanded.

The Millennium Rainboom disappeared in a rainbow burst of light.

"Target has entered happyspace," the scanner control officer said unnecessarily.

All eyes turned to Admiral Derpiett.

"I just don't know what went wrong," she said.

Nightmare Moon stared at the wall-eyed pegasus for a long, terrible moment. Then, without a word, she turned around and strode off the bridge.

In the Outer Rim, several parsecs from the nearest system, the Pony Rebel Fleet floated serenely in the black void of space. The Millennium Rainboom was moored to one of the larger cruisers; tiny fighters and shuttles swarmed around the cruiser like busy bees.

Inside the freighter, Bigmacca was busily running down the pre-flight checklist. Applo, having traded in her finery for a battered old brown cowpony hat and one of Rain's black vests, sat in the pilot's seat, talking into the commlink.

"We're about t' hit th' trail, y'all," she said.

//Good luck, Applo,// Twilight's voice replied.

"Soon as we track down Opal th' Catt an' that no-good marenappin' bounty hunter, we'll give y'all a holler."

//Take care, both of you. I'll see you at the rendezvous on Trotooine.//

Rariteia stood attentively at Twilight's side, watching with fascination as the medical droids completed the final series of microneural connections for the artificial horn. Inwardly, she was slightly jealous, for the new horn was made from the most exquisite specimen of amethyst she had ever seen.

At a signal from the medidroid, Twilight tried to focus her magic on a stylus lying on the table beside her bed. The familiar sparkling reddish-purple glow of her magic flared around the new horn, and was duplicated around the stylus, which hovered off the table and flew two laps around the room before landing gently in the exact same spot it had been.

Smiling, Twilight eased herself off the bed. She nodded to Rariteia, and the two of them trotted over to the medibay's large viewport, joining Spike-Threepio and Owltoo-Deetoo. The four of them watched as the Millennium Rainboom detached from the cruiser's mooring tube, came about, and jumped into happyspace.

As the Rebel fleet began to move again, Twilight stared out into the black depths of space.

*Mother,* she thought.

And faintly, as though from a great distance, she felt more than heard a response:

*Twilight...*

WRITTEN AND DIRECTED BY

MYTHRIL MOTH

BASED ON "STAR WARS" BY

GEORGE LUCAS

AND

MY LITTLE PONY: FRIENDSHIP IS MAGIC

(CREATED BY LAUREN FAUST)

CAST

TWILIGHT SPARKLETROTTER . . . . . . . Twilight Sparkle

RAIN BOLO . . . . . . . Rainbow Dash

PRINCESS RARITEIA . . . . . . . Rarity

NIGHTMARE MOON . . . . . . . Nightmare Moon

PINKIE PODA . . . . . . . Pinkie Pie

SPIKE-THREEPIO . . . . . . . Spike

OWLTOO-DEETOO . . . . . . . Owloysius

BIGMACCA . . . . . . . Big Macintosh

APPLO CALABRESIAN . . . . . . . Applejack

ZECORA . . . . . . . Zecora

ADMIRAL DERPIETT . . . . . . . Derpy Hooves

ALI-CORN CELESTI . . . . . . . Princess Celestia

Also Starring

Lightning Dust

Shady Daze

Snails

Snips

Steven Magnet

WITH

TRIXIE LULAMOON

as Trixie Fetter