Earth & Sky

by Warren Hutch

Rating: everyone
Tags: Twilight Sparkle, Apple Bloom, My Little Pony: Friendship is Magic, Soarin, Romance, Comedy, Pipsqueak, Rarity, Adventure, Slice of Life
Length: 259514

Sequel to Windfall, set three years after. Twilight & Rarity invent artificial wings!

A brilliant mind discovers a problem in search of a solution, which leads to inspiration, which leads to invention, which leads to a technological/magical advance that will in time forever change Equestria.

Sequel to Windfall, set three years after the events in that story.

Published 2012-06-26 12:24:01 UTC
Last updated 2013-01-22 04:54:32 UTC

Part 3 - Research, Experimentation, Testing, More Testing

Over the following week, the usual sketches and fabric swatches of high fashion dress designs that lined the walls of the Bijou Boutique's workroom were rapidly covered over with a profusion of diagrams and drawings of different wing shapes. A chalkboard filled with magical equations stood in the corner, with disused ponikins shoved behind it looking as if they were taking shelter.

Twilight Sparkle reached up to pull a pair of goggles down over her eyes and skimmed over her notes for the umpteenth time, calling out to the adolescent dragon stationed in the corner with a quill and clipboard in his claws. "Okay Spike, lets start recording the proceedings now." She cleared her throat, assuming an official tone of voice. "Sparkle/Belle Personal Flight Harness, Mark One, Test One."

She stood on the turntable platform, decked out in a stripped down version of the Princess Celestia costume comprised of the basic harness attached to a considerably simplified pair of wings made of muslin in the fashion of a butterfly or moth, that draped down to either side of her onto the floor.

Spike nodded as he jotted down the date and time. "Okay, go ahead Dr. Sparkle."

Rarity, Sweetie Belle, and the elder sister's three assistants Bangle, Bobbin, and Snap looked on with perked ears and hiked tails as Twilight responded. "Allright. I am proceeding to cast the spell."

With that, she closed her eyes and concentrated, sparking her horn to life with glittering purple magic. The luminous glow spread out along the limp material draped from her harness, and then faded.

Twilight spoke up in the expectant silence. "I will now attempt to fly."

She furrowed her brow in concentration. The muslin wings twitched, and a shudder ran down their length.

As they began to move, the onlookers let out a cry of excitement that quickly died back down to nonplussed silence, then mutterings and exclamations of alarm, as the spans of cloth started to wildly twist, flutter, and warp as if they were caught on a clothesline in a hurricane.

The lavender unicorn to braced her legs as she was violently tugged from side to side by their attachment to the harness. The wings thrashed harder and harder, kicking up a gale that rustled the papers on the walls with greater and greater force until several started to tear free and float in the clouds of dust that were being shaken loose.

Twilight let out a shriek over the din, desperately trying to command the errant wings. "Ahh! Stop! STOP!"

Rarity's voice rang out in response. "MY HAIR!"

A moment later a loud ripping noise filled the air, as the wings exploded in a burst of shredded muslin.

Twilight's strained cough broke the silence as she stood on the platform with loose papers and bits of cloth fluttering down all around her, her mane and tail both hopelessly tangled and sticking in all directions. The ragged tatters of what little remained of the wings bristled out from the harness in similar fashion.

The assembled ponies who had gathered to observe looked like they'd been in a tornado as well, standing stiff legged with stunned looks on their faces.

Rarity spoke up, her right eye twitching as her voice took on a bright, vivacious tone with a palpable underpinning of tightly suppressed hysteria. "Well! Back to the drawing board, eh? If you'll all pardon me I'm going to go lie down."

***

Twilight was back on the platform a couple of days later with a look of renewed determination on her face. "Sparkle/Belle Personal Flight Harness, Mark Two, Test One."

The wings were now made of sturdy canvas, and braced with wire along their leading edge. Rarity stood off to the side next to Spike with her hair bound up in a scarf and goggles over her eyes, as were her younger sister and shop assistants. The drawings on the wall had all been secured with extra tacks.

The looming young dragon scribbled the date and time and nodded to his guardian. "Ready when you are, Twilight."

Twilight nodded and sparked her horn to life once more, enchanting the improved wings. "I am now casting the spell."

She cleared her throat after the glow of her magic faded. "All right. I will now attempt to fly."

She closed her eyes and concentrated. A moment later she let out a startled cry as the wings tore themselves off of the harness with a single flap, rending the air with the harsh sound of ripping canvas.

Rarity met Twilight's chagrined expression with a wince, as the detached wings settled on the workroom floor like falling leaves.

***

Rarity stepped down from the platform after checking and double checking the reinforced attachment points for the canvas wings. She crossed over to stand next to Spike, Bobbin, and Snap, and gave her old friend an encouraging bob of her horn.

Twilight responded with an obstinate nod. "Sparkle/Belle Personal Flight Harness, Mark Two Point One, Test One."

She cast the spell without even bothering to announce it. When the purple glow had diffused along the wings, she braced her hooves and hiked her tail. "I will now attempt to fly."

A moment later it looked to the assembled witnesses like Twilight had suddenly performed a prodigiously acrobatic backflip with a single beat of the artificial wings, which sent her arcing head over hooves through the air. She cleared the blackboard and landed among the ponikins behind it with a loud crash.

Rarity and the others rushed over to the tangled pile of cloth dress forms, with a set of lavender hooves sticking up out of them. A shaky voice sounded out from beneath the wreckage as one of the forelegs feebly jabbed at the air. "E-eureka! They work!"

***

Twilight tightened the straps on her crash helmet. "Sparkle/Belle Personal Flight Harness, Mark Two Point One, Test Two."

Rarity exchanged a worried glance with Spike, who gave her a helpless shrug and started jotting notes. "Ready."

Twilight gritted her teeth and nodded, the purple glitter of her magic blossoming around her horn and flowing across the wings. "Casting spell now."

She stomped a hoof. "Attempting flight."

The wings beat, then again, then again, in a steady rhythm, again, again, again, picking up speed as a soft breeze off the platform fluttered some stray papers and sent them dancing across the floor. Twilight began to rise into the air, her legs braced against nothing as her hooves hung limp beneath her.

Rarity drew in her breath, trading a look of hopeful elation with the adolescent dragon at her side. Her voice came in an excited whisper as she turned to face her friend once more. "Twilight! It's working! You're flying."

The lavender unicorn allowed her eyes to open a crack, which slowly widened to reveal her violet irises and dark pupils sparkling with wonderment. A soft, giddy laugh escaped from her. "I am. I'm doing it!"

She cleared her throat and tried her best to assume a serious expression. "All right, encouraging. I will now attempt to gain some altitude."

Her brow furrowed, as the wings began to beat a bit harder. She began to rise higher and higher, with a smile that grew wider the closer to the ceiling she got.

Twilight's smile turned to a grimace of alarm as the left wing suddenly bent in half with a loud creak, sending her tumbling toward the hard wood floors far below.

Spike's own leathery wings flared as he tossed aside the clipboard and launched himself toward her, spinning on his long axis as he hurtled through the air so that when he arrived under the unicorn mare's plummeting form she landed on his padded chest as his serrated back spines cut a furrow in the wood of the platform. He folded his arms and wings around his guardian as they skidded across the floor, slamming into the opposite wall with enough force to cause the entire building to shake.

The other ponies galloped over to his side as the purple dragon popped open a green, slitted eye and looked around. He looked down at the unicorn cradled in his claws. "Y-you okay, Twilight?"

The lavender mare let out a groan and stirred, shaking her head to clear it and then looking ruefully down at the bent wing on her harness. She cast about for his clipboard and quill, and when she spotted them she levitated the writing implements over to him. "Spike, take a note. We're going to need something more rigid than wire supporting the wing structure."

A small gout of black smoke puffed out of the dragon's nostrils as a cross expression settled on his face. He grudgingly grasped the pen in his dextrous claws and wrote on the clipboard. "Gotcha. Anything else?"

Twilight gave him a fond smile as she let out a chuckle, stroking a hoof across his chest. "Yeah, thanks for catching me. Thunderpony's got nothing on you, my number one assistant."

The adolescent dragon's expression softened with a bashful grin, as he helped his guardian gently down to the floor.

Rarity stepped forward and gave Spike a kiss on the cheek. "That was very heroic, Spikey Wikey."

She found the resulting blush that blossomed on the young drake's features so adorable that she withheld any comment about the deep grooves his dorsal spines had carved in her floors.

The alabaster unicorn turned her attention to the crumpled wing hanging limply off of the lavender mare's harness, looking it over with a critical eye. "This is the heaviest gauge wire I have in stock, darling. I suppose we could try steel corset stays, but I think we'd run into the same problem."

She met Twilight's gaze. "I'm afraid we're moving out of my area of expertise. Aesthetics is my specialty, not building things."

The scholarly mare sparked her horn to life and undid the buckle on her crash helmet, levitating it off of her head and setting it down on Spike's chest. She gave Rarity a canny smile. "I think I know just the pony who can help us."

She raised a wry eyebrow. "What do you say to moving this operation to Ponyville?"

The alabaster fashion designer gave her partner a sly grin of her own. "Only that it was bound to happen sooner or later."

***

A week later the two unicorn mares were standing in a modest woodworking shop at the edge of Sweet Apple Acres' main compound, where the sweet smell of wood shavings and sawdust, the acrid tang of paint and varnish, and a subtle hint of sweat mingled in the air into an overall scent of productivity and honest labor.

Apple Bloom, the shop's youthful proprietress, scrutinized the diagrams and sketches that Rarity and Twilight had laid on her workbench, as well as the damaged prototype of the winged harness. The unicorns fidgeted nervously as the red headed earth pony pursed her lips and furrowed her brow, thoughtfully waving her braided tail behind her and idly rolling a well chewed pencil back and forth on the scarred boards as she pored over their work.

Finally, she looked up from the plans and shook her head. "Y'all're nuttier than a bucket o' cashews."

She held up a hoof to forestall their protests as their faces fell in disappointment, and she gave them a grin. "I can't wait t' get started."

Twilight smiled broadly as she extended a hoof. "In that case, I'd like to officially welcome you to the team, Chief Engineer Apple Bloom."

The young earth pony let out a chuckle and spat into her hoof, extending it to the lavender unicorn. After a moment of awkwardness, Twilight withdrew her hoof, spat into it, and brought it together with Apple Bloom's.

They both looked over at Rarity, whose lip curled back in revulsion. "Eeeeuhew! Why do you ponies always do that?"

She let out a weary sigh, then spat daintily into her own hoof and brought it into fleeting contact with the young handymare's as a shudder coursed up her pale foreleg and down the length of her whole body. She forced a smile as she withdrew her hoof and held it as if she wasn't intending to walk on it anytime soon.

Twilight and Apple Bloom shared a chuckle as the lavender unicorn passed Rarity a clean hoofkerchief from her panniers.

Part 4 - Hard Landings

Soarin let out a cry of pain as he slammed into the lockers, then sank to his knees with a low, miserable moan, the wind knocked out of him.

A younger pegasus stallion with a dusky purple coat and a white mane stood over him, eyes wild, wings flared, and teeth gnashing in rage. Between his bandaged forehead, the multicolored stains of assorted fruits on his yellow and blue flight suit, or the bits of glass clinging to his disheveled hair, he appeared to have plenty of reasons to be angry. "Just what did y'all think y'were doin', y'overstuffed feedbag? I coulda broke my consarned neck!"

The sky blue pegasus looked up at his teammate with wavering eyes, wheezing as he struggled to push himself upright. "I... I'm sorry. I don't know what happened."

The angry stallion got in Soarin's face. "I'll tell ya what happened, ya sorry sack of oats." He reached out a hoof, jabbing him in the gut to emphasize his words. "The load shifted in flight, that's what happened."

The sharp crack of a hoof caving in a locker echoed harshly in the enclosed space, and both pegasi looked up, startled, to meet the smoldering glare of a lean, blaze yellow pegasus mare with a bright orange mane. In contrast to her fiery appearance, her voice was as cold and implacable as a glacier. "Shootin' Star, stand down before I make you fall down. Go get cleaned up."

She shifted her piercing gaze to the miserable stallion who slouched against the lockers. "Soarin. Come with me."

***

Rainbow Dash banked sharply around the corner and sent sparks flying with her hooves as she galloped along the wall for a short stretch before righting herself and hurtling down the corridor toward the Fillydelphia Hippodrome locker rooms. Her multicolored mane was disheveled and sweaty, as was her Wonderbolts uniform. Her sandy voice held an undercurrent of panic as she galloped along muttering to herself. "Ohmygosh. Ohmygosh. Ohmygosh."

She spotted one of her teammates making her way down the hall in the opposite direction, a pale blue pegasus mare with her short, frosty white mane still damp from a recent shower and a pair of saddlebags slung over her back. She cocked an ear at Dash's approach, and nimbly sidestepped as the rainbow maned Wonderbolt flared her wings to stop and went into a backspin, narrowly avoiding crashing into a display case full of hoofball and baseball trophies.

The cyan pegasus rushed up to her and grasped her by the shoulders with her maroon eyes wide with urgency. "Fleetfoot! What happened? Is everypony okay?"

The light blue mare's ears drooped and she shook her head sorrowfully as she let out a sigh. "Cap bounced Soarin off the team."

Fleetfoot let out a gasp as she found herself alone in the hallway again, her damp mane rustled by the wind as a rainbow contrail vanished behind her.

***

Rainbow skidded to a stop in the dimly lit locker room, slightly winded from her rush. She let out a mournful sigh as she laid eyes on the huddled, slightly pudgy blue form who sat with hanging head and drooping wings on the end of the bench in front of an open locker. Without a word she hovered over and settled down beside him, gently laying a foreleg across his slouched shoulders.

He started slightly, and let out a small sob. "I... I guess word got out, huh?"

The cyan mare responded in a solemn tone. "I'm so sorry, Soarin."

The stallion shook his head. "I'm the one who should be sorry. I screwed up. I let the team down, so now they're letting me go." He buried his face in his hooves as his shoulders started to shake. "I... I don't know what I'm gonna do, Dash. The Wonderbolts were all I had."

Rainbow Dash gave him a gentle shove with a hoof on his shoulder. "Hey, you still got the Wonderbolts, and I'll buck anypony who says otherwise into the stratosphere. Just 'cos you're off the active roster doesn't take away twelve awesome years of flying."

Soarin let out a rueful chuckle. "More like three years of awesome, seven years of okay flying, and two years of mediocre drifting to bad flying. I know I was losing my edge, breaking training, getting soft."

He looked at her with haunted, weary eyes. "I'm tired, Rainbow. My heart isn't in it anymore. I don't have Spitfire's passion or Shootin' Star's ambition or your love for the fans. I only hung on 'cos I don't got anyplace else to go." He gave a shuddering sigh. "Now I'm officially out to pasture, but I don't even know where that pasture is. I'm like a feather in a hurricane."

He sniffled, and was on the edge of breaking down again when Dash spun him to face her, grasping him firmly by the shoulders with her fore hooves, blinking back the tears that were starting in her own eyes. "Okay, listen to me and listen good, when I say you're part of my team for good you're part of my team for good. I am not gonna leave you hangin', okay?"

With that, she abruptly lifted off and coasted toward the door with a look of determination on her face. She cast a glance over her shoulder as Soarin watched her go, his expression hovering somewhere between hope and despair. "Just sit tight and don't do anything else stupid. I'm gonna go talk to Spitfire."

***

Dash let out a sigh as she approached the Wonderbolts' office trailer, noting the hat rack protruding from one of the shattered windows, and the scattered office supplies and memorabilia laying on the asphalt amidst the shards of broken glass. She walked up the steps and tentatively knocked on the door with a hoof.

A broken voice coming from inside barked out a harsh reply. "Scram! Our manager's stayin' at the Mareiott, go nag him!"

The rainbow maned pegasus set her jaw and shoved the door open with her forehead, pushing aside a pile of scattered papers and broken furniture. At the center of the destruction sat the Wonderbolts' team captain, her fiery mane even more tangled and wild than usual, her blaze yellow wings drooping down at her sides over a uniform that was ripped and torn.

A deadpan expression settled onto the cyan colored mare's face. "I love what you've done with the place, Cap."

Spitfire rounded on her with red rimmed eyes flashing in her tear stained face, then let out an exasperated growl as she realized who it was. "Oh great. I was wondering when you were gonna show up to buck this cyclone and start more hailstones falling."

Rainbow Dash sighed, a solicitous look on her face. "Looks more like rain than hailstones, Cap."

She picked her way carefully over the wreckage of the office and sat down without ceremony next to the fiery maned mare. "I woulda been back sooner but I had to pull a little more wing to wing than normal with all the kids after todays little tap n' tumble."

Spitfire's brow darkened and she rolled her eyes. "Oh big hero, facing down the thundering herd of adoring colts and fillies and setting their itty bitty hearts at ease."

The chromatic pegasus nodded matter-of-factly. "Needed to be done. A lot of 'em were kinda shook up by what they saw."

Her blaze yellow companion snarled, smacking her hooves together for emphasis as she spoke. "Meanwhile I'm back here getting my flanks gnawed by the stadium owners, the owners of that luxury box, our own general manager, and even that doofus who ran the loopty loopin' fruit cart. And then when that's done I gotta... I had to... I..."

Her angry expression wavered, and collapsed into abject misery as she fell into Rainbow Dash's embrace, her lean body racked with sobs as she wept into the cyan mare's shoulder. "Sweet mercy of the sisters, Dash. I f-f-feel like I just s-sawed off one of my own wings."

The multicolored pegasus gently nuzzled her fellow stunt flyer, rocking her as her sandy voice cracked with emotion. "I know... It's hard... Shhhh. I know."

Spitfire's face contorted as hot tears squeezed out of the corners of her eyes. "That... that idiot. I tried so hard to get him to straighten up and fly right. I warned him. I threatened him. I almost got down on my belly and begged him. I covered his rump so many times as the screw ups started to pile up. I did everything I could for that stupid... sleet headed... numb skulled..."

Dash stroked the blaze yellow pegasus' back, speaking softly into her laid back ear. "You did what you had to do, Spitfire. You did your best, which is what the Wonderbolts are about, right? Sometimes stuff falls, and you can't do anything about where it's gonna land."

She wiped away one of Spitfire's tears with a hoof tip as the blaze yellow mare sniffled and reluctantly met her eyes. The rainbow maned pegasus' face became serious. "Listen, I think I can do something for Soarin, give him a place to land, or at least a shot at one. My old place over Ponyville is still mostly in one piece, and the local weather patrol always has room for more cloudbuckers that close to the Everfree."

She gave her teammate a wry smile. "And I know for a fact that they've got some of the best chow in Equestria. He'll be happy as a duck in a rain puddle."

Spitfire wiped a hoof across her snout as an arch expression furrowed her brow. "More like a hog in a mud puddle, if I know that pie seeking missile. He's gonna look like a flippin' dirigible next time I see him, isn't he?"

Dash let out a chuckle. "Don't worry, I got some friends who I can sic on him to keep him on the straight and narrow. Emphasis on the narrow. A word from me and they'll run him so hard his rookie flight suit will be baggy on him."

She cleared her throat tentatively. "And while we're on the subject of my friends in Ponyville, I wanted to ask you about takin' some time off. My pal Pinkie is comin' due with another foal soon and I wanna be there without having to set off any rainbooms on the way. I can take Soarin with me, show him around, help him get settled. It's really good timing, when you think about it."

Spitfire huffed, a bit of the fire returning to her eye. "Except that you're leaving us with not just one but two gaps in the roster, one of which is our headliner." She sullenly slouched and crossed her hooves in front of her, her voice dripping with sarcasm. "Yeah, that's just updrafts all the way."

The rainbow maned stunt flyer gave her companion a lopsided grin. "You could give Shootin' Star his big shot at center stage."

Spitfire snorted. "If that self absorbed cactus sitter was half as good at flappin' his wings as he is at flappin' his mouth, I might consider it. If I thought you were even a little bit serious about suggesting it and not just trying to get a laugh out of me."

After a moment's sulking, she threw up her hooves. "Fine. Go ahead. I'd sign off on it but I don't think I'll have much luck finding a pen in all this." She shrugged as she cast a wan glance around the trashed office trailer.

Dash grinned as she helped Spitfire to her hooves. "Thanks, Cap."

She pulled the blaze yellow mare into a quick hug. "Okay, I gotta go hose off, pack up, and make sure Tank is tucked in. Could ya tell Gaffer Tape to make sure the roadies change his food and water every couple days while I'm gone?"

Spitfire rolled her eyes and nodded. "Sure thing, Dash. I'll mention it to him while he's bucking my rump for trashing the trailer again."

The two compatriots separated and gave each other a salute. "Clear skies, Cap."

The fiery maned mare waved her star team member off. "Clear skies, Rainbow Dash. Fly safe."

Part 5 - Getting In On The Ground Floor

Apple Bloom perched on a step ladder, articulating the wooden spars of the flight harness' redesigned wing, which now bore as much resemblance to the fins of a fish as it did the wings of a butterfly. Satisfied that the hinged attachment points were solid as well as moving smoothly, she gave Twilight a confident nod and climbed back down the ladder, folding it up and flipping it onto her back to move it out of the way.

The lavender unicorn stood on a square platform occupying the center of one of Sweet Apple Acres' hay barns, which had been partially cleared out to give Twilight, Rarity, and Apple Bloom someplace to work. A stout rope connected the harness to a pully, with Applejack holding the other end as a safety measure.

Since they'd arrived on her farm with this new project, the blonde earth pony had been watching their progress with an air of detached bemusement, but when time came to test the latest iteration of the wings she was adamant about handling safety. She gave a couple of tugs on the rope and nodded. "Okay, looks like yer hitched up proper, Twi. Now lets see if this contraption of yers can actually do what y'all say it can."

Twilight gave her a stern nod in return, then waved a hoof to Spike. "Sparkle/Belle/Apple Personal Flight Harness, Mark Three, Test One. Casting the spell."

A purple glow bathed her forehead, shining beneath the peaked crest of her crash helmet and reflecting off of her goggles. The scintillating light coursed along the radiating spars of the wings, and faded.

She smiled over to Apple Bloom and Rarity, who stood next to Spike. "I have a good feeling about this one!" She set her face in concentration. "Attempting to fly."

The wings creaked faintly in the expectant silence, and started to beat the air with greater and greater speed, throwing up a cloud of dust and particles of hay. Twilight began to rise, floating upward toward the vaulted roof of the barn as a wide eyed Applejack backed away, carefully taking up the slack of the rope so that if the wings gave out the hovering unicorn would only drop a couple hooves at most.

The freckled farm pony intoned through clenched teeth as she held the rope steady. "Land sakes, if'n I didn't see it with my own eyes I wouldn'ta believed it."

Rarity started to jog in place, completely ignoring the bits of cast up hay and dirt that were settling on her coat. Her sapphire eyes gleamed behind her goggles. "It's working! It's working!"

Apple Bloom kept her eyes trained on the harness and its occupant. "'Course it's workin'. We built 'em right this time."

Twilight's breathless voice echoed down from the rafters. "Initial results encouraging. Applejack, give me some slack, I'm going to attempt to move up and down a couple times."

The blonde earth pony traded a glance with her younger sister, who gave her a nod. She started walking forward again, allowing the rope to sag into a loop over the lavender unicorn's back. Apple Bloom held up a hoof. "That's plenty, AJ. Don't wanna git tangled in th' wings." She called up to the flying mare. "Okay! Ya got about twenty hooves o' play, start with that."

Twilight Sparkle nodded, an ecstatic grin plastered on her face. "Okay, going down." She lowered a few hooves, the flapping of the artificial wings decreasing in frequency, then rose an equal distance by willing them to beat harder. "Going up!"

She went up and down a few times, and called out to Spike with untrammeled glee on her voice. "Ascent and descent successful. I'll now attempt lateral movement."

Her smile faded as a puzzled look settled on her face. "Um... Attempting... Hmmm."

Apple Bloom lashed her tail. "Whats th' matter, Twilight?"

The lavender scholar looked around uncertainly. "Uh. I'm not completely sure how to do that."

Applejack took up some of the slack on the rope, and looked over at Rarity. She called to the alabaster unicorn out of the side of her mouth. "Rarity, do y'all remember how it was done? You seemed to take to them fancy wings Twi gave ya purty quick. You were even dancin' with 'em come the Young Flyer's Competition."

The fashionista's brow furrowed. "It... It was kind of instinctive. The wings just took me where I wanted to go and did what I wanted them to do."

Twilight brought one of her dangling hooves to her chin. "Hmmm. Maybe the physical connection component had more significance than just a structural one. Maybe if I translate some of those sub-dweomers into telekinetic patterns and transfer them to the control sequence, we could..."

Apple Bloom looked thoughtful. "Y'know, I don't rightly remember much of the couple o' hang glidin' lessons I took from Rainbow Dash when I was a filly, but I do kinda recall y'needed t' just lean in th' direction y'wanted t' move t' steer."

Spike nodded, tapping the tip of the quill against his chin. "Yeah, Sir Concord tells me to lean into my turns too."

The hovering unicorn gave a shrug and attempted to shift her weight toward the right. "Well, it's worth a WHOAAAA"

She banked sharply to the left and started spinning faster and faster. Applejack let out a surprised grunt and dug her hooves in as the rope suddenly pulled taut in her teeth. As Twilight circled, one of her wings clipped the rope leading from the pully to Applejack, causing her to break into a wild, shrieking backspin as she whirled crazily through the air like an out of control yo-yo.

Rarity rounded on Spike and stamped a hoof in wild eyed urgency. "Spike! Get ready to catch her on my mark. Three, two, one. GO!"

She glared up at Twilight and her horn flared to life with an intense blue glow. Matching sparks burst across the harness, as every buckle released at once, throwing the lavender unicorn mare loose from the flapping, spinning contraption and sending her tumbling through the air, her legs limp like a rag doll's and her eyes spiraling in a daze.

Spike backpedaled furiously, flapping his wings as he fell backwards over his own tail with a look of horror on his face. He hit the floor with a heavy thud, lurching desperately up to a sitting position just in time to have Twilight bounce off of his face and crash into a pile of hay bales. Tiny lavender colored unicorns with fluttering wings circled the adolescent dragon's vibrating cranium, and he slumped to the floor in a daze.

The vacant flight harness went limp overhead, spiraling to the floor of the barn on its rope as all of the ponies still standing rushed forward to help the unconscious dragon and unicorn.

***

Twilight Sparkle let out a whimper and dug her hooves into the improvised mattress of hay bales, hoping that if she just held on hard enough the room would stop spinning. Vertigo was the least of her problems, however, for as soon as she had proven to be awake and largely unharmed, she found herself faced with the formidable tag team of Applejack and Rarity.

The blonde farm pony stomped a hoof. "You are not gonna go up in that confangled flapdoodle of a thingamajig again, even if'n I have t'find th' biggest tree on this farm and tie y'all down to it. I ain't never seen anythin' so dang foolhardy in all my born days."

Apple Bloom snorted and called out from the sidelines. "Y'all never hung out with the Cutie Mark Crusaders on a Saturday afternoon." Applejack turned and cast her sister a glare as the red headed mare flicked her tail and assumed a look of exaggerated innocence.

Rarity gave the freckled earth pony a sidelong glance and looked Twilight in the eyes with an earnest gaze. "I quite agree with Applejack. In practice, if not in principle. Those amazing brains of yours are far too valuable to risk dashing them out in some horrible mishap." She gave Spike and Applejack a look. "Plus it strikes me that with your magic you'd be much more effective on safety detail."

Twilight quailed under her friends' onslaught. "But... But if not me, then who?"

Apple Bloom spoke up again "I'll do it."

She reared back, cowed, as Rarity and Applejack both turned and shouted at her in unison. "ABSOLUTELY NOT!"

The blonde farm mare's green eyes narrowed as she stared her little sister down. "If'n you think I'd let any member o' the Apple family within' twenty hooves o' that thing, you got yerself another think comin', missy."

Rarity rolled her eyes. "Once again, I find myself agreeing with Applejack, and for the same reason why I think it's a bad idea for Twilight to be testing the harness. Your skills as an engineer are too valuable to this enterprise to risk losing them in a test gone bad." She drew herself up and let out a breath. "There's no way around it, we simply must hire ourselves a test pony."

Applejack rounded on her with flaring eyes. "Now just a durn minute. I ain't gonna just sit by while y'all put some other poor soul at risk."

Rarity turned to face her, her sapphire eyes solemn and earnest. "Here's where we diverge, darling. Risk is hoofmaiden to progress. Would we even be standing in this barn if your Grandmare didn't venture alone into the Everfree looking for seeds?"

The blonde earth pony hiked her tail and ground her hooves. "Yeah, and she durn near got et by timber wolves when she did."

The pale unicorn raised a hoof and pointed out the wide open door of the barn, toward the fragrant acres of blossom festooned apple trees covering the rolling hills. "Look around you, Applejack dear, look what she grew with those seeds. If she'd stayed home worrying about timber wolves, this would be nothing but wilderness."

Applejack stuck out her lower lip in defiance, trying in vain to come up with a counter argument, then let out a sigh as she hung her head in defeat. "Y'know, I sure hate it when somepony whups me with th' truth."

She fixed Rarity and Twilight with a stern gaze. "Okay, I won't stand against y'all, but I'm gonna make sure whatever guinea pig y'all get is gonna know what they're gettin' into, and I'm gonna make sure y'all play fair by 'em."

Rarity drew herself up, clearing her throat. "Rest assured, darling, whomever we hire will be generously compensated for the risks they'll be expected to take."

Apple Bloom spoke up again. "Does that mean I can expect a some bits comin' my way too?"

She flinched as Rarity and Applejack rounded on her again, but relaxed as she saw smiles on their faces. The alabaster fashion designer nodded sagely. "Of course, darling. When I say your skills have value, that means in bits just as much as it means in importance. Although if we're going to turn this into something official we're going to have to back it up with more than... ahem... saliva on our hooves."

She let out a tiny shudder before continuing. "We'll need to write up a partnership contract for Twilight and I and file for a business charter with the Mayor. For now I can hire you on as a contractor to my current business. I presume you're operating on a freelance craftspony's license and haven't filed for a charter of your own quite yet."

Apple Bloom nodded. "Eeyup. Still savin' up for a business charter, so contractin' would suit me just fine. Even if it don't work out it'd git me that much farther towards bein' able to set up a proper storefront instead o' just doin' odd jobs and piece work."

The fashion designer beamed. "Excellent!" She furrowed her brow in thought. "I suppose we could classify our test pony as a 'model' of sorts, although they'd be working on a whole different kind of runway."

Applejack rubbed her chin with a hoof. "Y'all got the bits t' be takin' on more hired hoofs, Rarity?"

The elegant mare gave her a guarded smile. "Well, I had some measure of success with this year's Spring Collection, and the advance orders on the Social Season are starting to pick up, so I think I can manage some venture money. A little bit of calculated risk is involved, but I was sold on the potential reward as soon as Twilight explained her idea to me." She gave her fellow unicorn a wink. "Being in on the ground floor of something so transformative for ponykind is a once in a lifetime opportunity."

The elder Apple sister took a slow look around the barn and scratched the back of her head. "Well, if'n it'd help y'all out, I'd be happy t' keep lettin' ya use this ol' barn, provided you keep plenty o' hay bales stacked around." She gave a shrug. "And heck, dependin' on whether there's zap apples this year, maybe the Apple family can slip a l'il extra seed money to ya."

Twilight met her friends' eyes with a pensive gaze. "Perhaps it's time we approached the Princesses with our preliminary findings. Perhaps I can repurpose some of my current research grants under their auspice."

Rarity's eyes lit up as she stood on the tips of her hooves. "Even better darling, if we could obtain a Royal Charter, then we'd really be cooking with dragon fire! And we could attract investors from all over Equestria."

Twilight nodded. "I'll write a letter requesting audiences."

The pale unicorn let out a chuckle. "No need for that, darling. We'll be in the audience with both of the princesses next weekend, and I daresay from what I recall you telling Sweetie Belle, they'll be in quite the jovial mood too."

The lavender scholar's eyes twinkled as she shared a grin with her partner to be. "That's brilliant! It'll definitely save us from having to leap a few bureaucratic fences if we have their Highnesses' preliminary approval. Rarity, you're a genius!"

The alabaster fashionista tossed her elegantly curled mane with a preening smile. "No, dear, you're the genius, I've just got a mind for business to go with my eye for beauty."

Applejack rolled her eyes and pointedly cleared her throat. "Well, now that y'all got th' jump on congratulatin' each other, maybe we oughta set about gettin' th' ball rollin'. I reckon th' next order o' business is t' head on down to the town hall to get all the forms and whatnot y'all need, and then I suppose we oughta see about findin' some durn fool to play tetherball in yer wingflappin' watchamacallit."

Apple Bloom stifled a grin at her sister's usual bluntness and stepped forward. "Since it's just about lunchtime anyhow, what say we knock off and head into Ponyville? We can swing by the town hall after we eat."

Spike gave a small flap of his wings as he got to his feet. "Now we're talkin'!"

Rarity favored the two earth ponies with a warm smile. "Trust the ever practical Apple sisters to keep us on track. Yes, I'm a bit peckish now that you mention it, and we can also stop in at the Carousel so that I can get you both fitted for dresses for the opera."

At this, Applejack and Apple Bloom both exchanged a puzzled glance, and the elder sister's eyebrow arched dubiously. "Do what now?"

The alabaster unicorn met their questioning gaze with glittering sapphire eyes. "Well, if we're going to approach the Princesses with this endeavor, it will strengthen our case immensely to have the Element of Honesty weigh in, as well as getting Apple Bloom's input as our chief engineer."

She gave the younger sister a wink. "And Sweetie Belle will be ever so thrilled to see you at her grand debut, darling."

Applejack lashed her tail nervously. "Now just an apple pickin' minute. Aside from the fact that I know about as much about opry type music as a fish knows about tap dancin', I ain't exactly what y'all would call sold on this here project. Not by a long shot."

Twilight climbed down off of the hay bales with Spike's careful assistance, a thoughtful look on her face. "No, I think Rarity's right, Applejack. It's easy enough for her, Apple Bloom, and I to gush about the potential that the flight harness represents, but when considering the applications of research it's important to face the cons as well as the pros."

She winced, but stood patiently as Rarity produced a comb and began to telekinetically run it through her disheveled mane. "I won't be so presumptuous as to say I know how the Princesses' minds work, but I do know that they respond much more favorably to an issue posed to them from multiple perspectives than they do to a hard sell, based on what I've seen at court."

Applejack took another glance at her sister, who didn't try very hard to suppress a smirk at her elder sibling's discomfort.

She reached up and adjusted her battered old cowpony hat, and let out a heavy sigh. "Okay. It's against my better judgment, but I'll agree to it." She fixed both unicorns with a hard glare. "But I'm drawin' the line right here before y'all try to smooth talk me into strappin' into that flutterin' doohicky o' doom and goin' for a spin." She jabbed an emphatic hoof at the empty flight harness lying like a huge, squashed insect on the platform, and punctuated her tirade with a twirl of her fetlock.

Rarity let out a silvery laugh as they set out. "Oh Applejack, you shouldn't knock something until you've tried it. You might enjoy yourself." She gave the hard working farm pony a sly grin. "At the opera, I mean."

Applejack huffed and cast a nervous look over her shoulder at the barn as they walked through the sun dappled orchards toward the road into Ponyville.

Part 6 - Arrivals

As the group of mares and their accompanying dragon made their way across the broad, cobblestone expanse of the town square, they began to take note of a steady stream of ponies converging on Sugarcube Corner with looks of excitement on their faces. The majority seemed to be fillies and colts.

Twilight cocked a curious eyebrow. "Huh. Looks like a party. I wonder what the occasion is."

Spike flared his wings expectantly and licked his lips. "Maybe they're giving away free samples."

Apple Bloom shook her head. "That ain't likely. Sugarcube Corner hasn't done a giveaway in a long time. Not since ol' A.J. "helped" with the..." She fell silent as her elder sister shot her a glare.

Applejack let out a snort of annoyance, then pursed her lips thoughtfully as they approached the milling herd of ponies surrounding the sweet shop. "A party ain't too likely either, seein' as they're short hoofed with Pinkie bein' set t' have her foal any day now."

At this Rarity chimed in. "Well, my dears, since they are short hoofed with that sort of crowd at their door, perhaps we should go and see if we can be of assistance."

Applejack surveyed the scene before them with a rueful look. "I dunno how we're even gonna get to th' front door with this mess o' pony folk in the way."

A gentle voice accompanied by the flapping of wings sounded out overhead. "Oh my goodness, what's all this commotion about?"

They all looked up to see Fluttershy hovering overhead with her foals in tow, her eldest filly Windfall dutifully keeping her fledgling twin siblings Blossom and Bud in a loose formation with their mother.

The butter colored mare touched down gently, and stood with flared wings as her younger children landed on her back. The tiny pegasi nestled in like cygnets riding on a swan as their mother enveloped them in her soft yellow plumage, while her firstborn landed on the cobblestones beside her. The peach colored filly was well behaved, and had been raised with the old pegasus foals' discipline of following a parent's lead at being grounded or airborne, but the natural curiosity of a young pony caused her to crane her neck and stand on the tips of her dainty hooves to see what was going on.

Windfall's dilemma was quickly relieved, as Applejack walked over, planted a kiss on the little filly's cheek, and then bent down to let her climb up on her own muscular back. A look of fond nostalgia washed over Apple Bloom's face, as she sidled up to her sister's side and leaned in to nuzzle her niece as well.

Meanwhile, Fluttershy cast a curious look to her friends. "Does anypony know what's going on? Windy's got a play date with Tootsie today, and Pinkie didn't say anything about there being a big event at the shop."

Rarity gave her a helpless shrug. "Your guess is as good as ours, darling."

The butter colored pegasus got a steady gleam in her aquamarine eyes as she stepped forward. "Well, I suppose we'll all just have to go and see, won't we?" She gave a nod to her sisters in law, who fell into step beside her after exchanging a knowing glance.

Fluttershy approached the edge of the crowd and cleared her throat, speaking in a calm, measured tone. "Excuse me, everypony, but my daughter would like visit her friend Tootsie Pie, who lives upstairs at this shop. Could you all please step aside and let us through?"

What happened next caught Twilight and Spike completely off guard, as to a pony the boisterous mob fell silent and shuffled to either side, forming a broad aisle leading right up to the doorway of Sugarcube Corner. The gentle voiced pegasus trotted forward with Applejack and Apple Bloom at her sides, exchanging warm greetings and thanks and nods of acknowledgment with ponies in the crowd as they passed.

The lavender unicorn felt her jaw being gently pushed closed by Rarity, and turned to boggle at the elegant fashion designer. "Wh-what? How? Did she just..."

The alabaster mare let out a chuckle as she turned and nudged Spike's jaw closed as well. "Everypony in Ponyville knows better than to get in Fluttershy's way where her children are concerned. Now come along, my dears. We'd best keep up with the group or we'll get left behind."

As they approached the door, the group of old friends exchanged quizzical glances as they saw the brightly painted "Closed" sign hanging in the window.

Applejack called out to one of the young pegasi hovering overhead. "Hey kid! What's goin' on in there that's got you youngun's all head up about a closed candy shop?"

The gangly teenaged colt tossed his mane and rolled his eyes. "Only that a couple of the Wonderbolts are in there, duh!"

At this Windfall flared her tiny wings and braced her little hooves on her aunt's back. She cast a gaze like emerald tipped arrows from her suddenly piercing green eyes, her rosy pink tail lashing behind her. "Hey! You be nice when you talk to my Auntie Applejack!"

The colt lost a bit of altitude and all of his attitude as he met her stare. He tore his widened eyes away with difficulty and bobbed his head apologetically to Applejack. "Uh... Sorry... ma'am."

The farm pony let out a chuckle as she reached up and doffed her hat, setting it atop Windfall's head where it promptly fell down over the little filly's eyes. "Think nothin' of it, sonny. Just try t' be more polite in the future. If'n ya ask them Wonderbolts nice like, I bet they'd be happy to sign y'all an autograph later on."

The colt gave another halting midair bow and fluttered hastily away as Windfall finally managed to push her aunt's cowpony hat up over her face and cast a glare at the retreating teenager, looking for all the world like an angry little mushroom.

Applejack turned and smiled to her friends and relations. "Y'all hear that, everypony? I reckon we got ourselves a reunion on our hooves."

Apple Bloom nodded back to her sister with a grin and reached up to knock on the door. She hastily pulled her hoof back as a fierce pink face with blazing blue eyes appeared at the window, accompanied by a voice like the screech of an enraged griffon. "FOR THE LAST TIME I SAID WE'RE CL- ooh!"

Before the mares, foals, and dragon on the doorstep even knew what had happened they found themselves whisked inside in a whirl of streamers and confetti. The voice that had snarled at them moments before was suddenly as bright and bubbly as a squeaky toy full of helium, as its owner made surprisingly high hops into the air for a pregnant mare of her girth. "Dashie! Look! It's the rest of the girls!"

Rainbow Dash was bouncing Tootsie Pie on her back, the stuffed doll of her in her Wonderbolts costume still clamped tightly in the little filly's mouth. The chocolate and pink foal fluttered her tiny wings and held on to her heroine's neck, giggling with boundless glee.

A look of pure joy spread across the chromatic maned pegasus' face as she saw all of her old friends enter. "Hey guys! Come on in and join the party! I've got a friend I'd like to introduce you all to."

She stood beside a table laden with all manner of fresh sweets and baked goods, which Soarin was digging into with considerable relish. He looked up sheepishly at the band of mares that had entered and gave them a tentative smile and a wave after self consciously wiping the crumbs off of his snout.

Caramel and Pound Cake occupied the other chairs around the festive spread, with the young pegasus colt looking with eyes wide in admiration at the two stunt flyers while the earth pony stallion kept a wary watch on his wife's giddy antics. He took his daughter from Dash and sat the pouting filly on his own shoulders as the rainbow maned pegasus went to greet her old friends.

Meanwhile, the rest of the Cake family busied themselves behind the counter in preparation for when the little private gathering wrapped up and they could throw their doors open to the celebrity seeking crowd outside. Pumpkin stood at Mr. Cake's side, her blue eyes narrowed in concentration behind her thick glasses as she levitated rows of cupcakes into the display case from a tray her father held in his teeth. A look of pride glowed on the lanky stallion's face as he watched his daughter work her magic.

Pinkie Pie kept hopping higher and higher, her voice a gale of merry laughter as the reunited Elements of Harmony and their children stepped forward to embrace one another. "Everypony's here! I'm so happy right now I could just... ooh..."

A befuddled look washed across Caramel's face as the little filly perched on his shoulders suddenly started vibrating from the tip of her frizzy pink tail to the end of her dainty brown snout. He looked up at his buzzing daughter. "Uh... you okay up there Toots?"

The Rainbow Dash doll bounced off of his face as it shook loose from her chattering teeth, and Tootsie intoned in a warbling voice as she stared past the gathering of mares toward her mother. "M-m-m-m-mama?"

The tan stallion's head whipped back around and he saw his wife standing with her legs askew and her pupils like pinpricks in the wide, white expanse of her eyes. It looked as if somepony had accidentally kicked a bucket over on the tiles beneath her.

The happy chatter of greetings and catching up fell silent like a fire smothered by a blanket as Pinkie Pie's tremulous voice sounded in the sudden stillness. "Um... guys. I really hate to be a party pooper, but I think I need to go to the hospital... right... now..."

***

High on the ramparts of Canterlot Castle, Princess Celestia paused in her stately procession from the royal orrery where she had been recording the sun's morning progress to the dining hall for her midday repast. An explosion of dust rising over the distant hamlet of Ponyville in the sweeping green valley below had caught her eye, and she perked up one of her elegantly tapering ears to hear the faintest echo of a far off tumult carried on the warm breeze rustling up the mountainside.

She watched with a bemused look on her face as the dust cloud blazed a trail through the center of the village, shaking the tiny buildings as it passed before slamming into one of the larger structures on the outskirts of town. That would probably be Ponyville General, if her memory served her, which it did quite well for something she'd been using for millennia.

The sun princess chuckled to herself as the distant dust cloud faded over the lush springtime hills and quaint cottages far below. "Well... I expect I'll be getting an interesting letter from Ponyville today."

With that she continued on her way, her timeless thoughts turning to the fresh daffodils she would soon be enjoying in her salad.

***

The atmosphere in the waiting room of Ponyville General's maternity ward was a bit more subdued than the cheery environs of Sugarcube Corner, but no less convivial to the battered and disheveled group of old friends who had commandeered the row of threadbare couches next to the windows.

Outside, Fluttershy sat on the lawn among the dandelions, watching Windfall and Tootsie play kites in the late afternoon sun while her younger children slept peacefully nestled up to her sides beneath her soft wings. The little chocolate brown and pink filly's constant vibrations were making it hard for her to maintain the proper stability to win at the old pegasus foals' game, but Windfall was cutting her even more slack than usual, and the concentration required to float as long as possible without flapping her wings helped Tootsie keep her mind on something besides worrying about her mama.

Rainbow Dash leaned on the back of the couch watching from inside with a grin on her face. "Heh, look at the hang time those little squirts are getting. I never had the patience for playin' kites when I was a filly."

Applejack adjusted her hat to keep the sun out of her eyes. "Well, Tootsie ain't much fer holdin' still neither, even though she swears she's a champ at any game that catches her interest. Luckily Windy's got enough patience for both of 'em." A glimmer of pride flashed across her freckled face. "Takes after her Pa that way."

The cyan pegasus nodded, and then turned her attention to the sky blue stallion who sat slouched at the edge of the group. "Speaking of bein' patient, how're ya holdin' up over there, Soarin'? I'm sorry your first day in Ponyville has been mostly spent in a hospital waiting room."

Soarin shrugged, tracing a circle on the cushion beneath him with a fore hoof. "Oh, I'm fine, Dash. I'm just along for the ride anyway, so I don't really mind."

Applejack gave the blue pegasus an encouraging smile. "Why don't ya tell us a bit more about yourself, Mister Soarin? Y'all have been listenin' to us chatterin' on all afternoon about apple trees and nieces and nephews..."

Apple Bloom chimed in. "And odd jobs and fixin' roofs." She cast a rueful look across Ponyville in the direction of Sugarcube Corner. "And fixin' front doors, and flower stands, and hospital reception areas, for that matter."

Twilight gave him a smile as she smoothed the scales on a dozing Spike's head. "And magical research and teenage dragons who like to play super heroes." Spike let out a soft snore and burbled something about Thunderpony in his sleep.

Rarity added her two bits in a vivacious tone belied by her slightly frazzled mane. "And opera costumes and the Spring fashion season."

Dash cast a searching look at her friends. "Not to mention this big project you guys have goin' that you're being so cagey about."

Twilight and Rarity shared a glance as the lavender unicorn responded, carefully patting out a patch of upholstery next to Spike's head that had begun to smolder. "Well, we just think you'd rather see it in action than hear all the boring technical stuff, and we have a few things to work out before it's ready."

Applejack gave a snort. "More than a few."

Rarity rolled her eyes and lifted her snout in the air. "Now's not the time to go into that, darling." She turned and cast Soarin and expectant smile as her sapphire eyes glittered. "Mister Soarin, please do go on. You were going to regale us with tales of your own exploits as a Wonderbolt, no doubt."

The blue pegasus hung his head as his wings drooped. "I'm not a Wonderbolt anymore. I'm just a back bencher who finally fell off the back of the bench. Ten years ago I mighta been somethin', but now I'm just a fat, washed up has been with no place to go but down."

After a few moments of uncomfortable silence, Dash spoke up, reaching out a hoof to lay on her former teammate's slumping shoulder. "Aw... C'mon, Soarin. Don't..."

She trailed off as Applejack got to her hooves and strode past the others to stand glaring at the sniffling blue pegasus with hard, apple green eyes. "Well I expected t' hear foals cryin' in th' maternity ward, but not a full grown stallion. Anypony would be washed up after blubberin' all over themselves like that."

Rainbow Dash bolted upright with angrily flaring wings, her maroon eyes burning with indignation. "Hey, back off, AJ! Don't buck a guy when he's down!"

The farm pony lashed her tail. "I ain't got no pity for self pity, Rainbow, and that's all I'm hearin' from this sorry galoot."

She turned her head to look Soarin in the eyes. "When ya hit the ground, ya get up and get at it again. My Granny's down t' one hip, deaf as a post, and she ain't got a natural born tooth in her head, and she's still got more spunk in her than mister 'back bencher' here." The startled blue stallion could only blink in shock as he met her gaze.

Rainbow Dash stepped up to butt heads with her old friend and ground her teeth in a fierce snarl. "You are seriously ticking me off, Applejack! Like Gilda levels of ticked off. Nopony treats my team mates that way! Not even my b-best friends."

The blonde earth pony shoved back, her hat crumpling against the snarling mare's rainbow maned forehead. "Well maybe he needs to hear some straight talk rather'n gettin' a pat on the head whenever he sets t' whinin' about how unfair life is."

The cyan pegasus bristled. "I'm gonna give you a pat on the head with all four hooves if you don't step off."

They drew back, startled, as a harsh edged voice called out to them from the archway. "And I'm gonna get a two by four and anesthetize the both of you if you don't pipe down. There are newborn foals sleeping right next door."

They all turned to see a seething Nurse Redheart standing there with an implacable frown on her face. Once satisfied that they were going to be quiet by the sheepish looks on everypony's faces, she continued on her rounds, rolling her eyes heavenward as she lashed her grey streaked pink tail and muttered to herself. "I swear to Celestia. Every time with this bunch..."

Applejack spun on her hooves and headed out the door, her snout raised in disdain and her ears levered back against her head. "I done spoke my piece. Now if y'all will excuse me I'm gonna see if Fluttershy needs a hoof with the foals."

Dash launched into the air, her legs tense beneath her. "We're not through here, Applejack. Don't you dare just walk away on me!" With that she flew after her receding friend, her increasingly frustrated calls for the earth pony mare's attention echoing down the hall.

The remainder of the group sat in stunned silence, with Apple Bloom, Rarity, and Twilight exchanging dismayed glances.

Spike stirred on his couch and lifted his head, blinking his slitted green eyes and smacking his lips drowsily. "What was everypony yelling about just now?"

Twilight could only blink at him. "I... I don't know..." The young dragon let out a grunt and settled back to sleep.

Rarity cast a nervous look over to Soarin, who sat with his green eyes wide and his jaw dropped. She moved over to sit beside him, speaking in a solicitous tone as she laid an alabaster colored hoof on his shoulder. "I'm ever so sorry about all that, darling. All I can say is that we've all had a rather stressful time of it lately and Applejack, well, she..."

The elegant unicorn's dulcet voice trailed off as she watched a tiny heart pop into existence over the pegasus stallion's head and float like a miniscule red balloon between the tips of his ears. Her sapphire eyes widened as she watched it bob in place.

Soarin's voice came out low and breathless. "She... she's amazing!"

Rarity drew back and raised a hoof to her muzzle. "Oh dear..."

She turned at the sound of Twilight's voice, to see the lavender unicorn gazing out the window with her hooves on the back of the couch. She pointed one at the scene outside. "Oh dear is right, Rarity! Look!"

The alabaster mare spun in her seat to see Applejack stomping out onto the lawn to join Fluttershy, with Rainbow Dash hovering close on her heels. After a few terse words with the butter colored pegasus, the two angry mares squared off and started yelling in one another's faces.

A look of dismay washed across Fluttershy's gentle features, as on either side of her the twins squirmed and awoke, their wails adding to the cacophony of raised voices. Meanwhile, Windfall and Tootsie drifted down to the ground from their latest game of kites, and stood huddled with wide, fearful eyes as the adult mares stood raging at one another.

Rarity crouched down behind the back of the couch as she watched Fluttershy spring to her feet, her ears laid back and her tail hiked. The fashion designer whispered nervously to Twilight. "Here it comes..."

Fluttershy's forceful voice echoed across the lawn. "STOP it! You're UPSETTING the CHILDREN!"

Dash and Applejack rounded on her with anger etched on their faces. This was blasted away along with all the color in their coats and manes and all the bone and sinew in their bodies when they met the pegasus mother's devastating glare, leaving them pale, quivering jellies blubbering in one another's terrified embrace on the blackened grass beneath them.

At least, that was how it seemed to Twilight before she averted her eyes and ducked down beside Rarity, meeting the alabaster unicorn's rueful gaze with a wince. "Ooh. Both barrels..."

After a few moments, Rarity murmured to Twilight. "Do you think it's safe to look again?"

The pair of unicorns gave each other a resolute nod, and dared a glance over the back of the couch out the windows. They both smiled in relief and let out a fond sigh as they saw the butter colored pegasus had pulled the other two mares into a tender, tearful group hug, which was soon joined by the foals and fillies who sought comfort and reassurance.

Twilight cocked an eyebrow as everypony sharing the embrace suddenly stiffened with surprise and drew back from a tiny pink and chocolate brown blur in their midst. Tootsie Pie's little body vibrated faster and faster, becoming a smudge of color with a pair of deep blue, swirling eyes, before erupting into a series of bizarre contortions that floated her several hooves into the air. Just as suddenly she snapped back into the dumbstruck form of a pegasus filly and bounced to a stop on the soft turf beneath her.

Without further ado she shot across the lawn like a comet with a shrill squeal. "Mama!"

Rarity and Twilight looked back over their shoulders at the sound of somepony clearing their throat in the doorway. There they saw Nurse Redheart standing with a much more genial expression on her face. "Excuse me, but I thought you'd like to know that Mrs. Pie has just delivered a beautiful little filly. She asked me to tell you that everypony's invited to a little "Welcome to the World" party for her daughter in her room." She cast a concerned look down the hall then leaned in with a pleading look. "Please try to keep it down, okay?"

She winced as Tootsie tore past behind her at near supersonic speed, a pink and chocolate brown blur screeching like a siren.

Rarity favored the beleaguered nurse with a sympathetic smile. "We'll try, darling. We'll try."

***

Soon afterward the circle of old friends had assembled around a hospital bed, where an exhausted Pinkie lay clad in a hospital gown and cradling a tiny, winged bundle to her breast with a smile of deep rooted joy on her face. Caramel sat at her side and gazed with a father's love at his newborn filly. He was still arrayed in scrubs, mane cap, and booties, having forgotten to take them off after leaving the delivery room. Tootsie laid across her mother's blanketed lap, her frizzy little tail waving pensively as she stared in fascination at her brand new baby sister.

All around them, their beloved friends looked on with fond smiles and happy tears in their eyes, partaking of the punch and birthday cake that had somehow materialized at the foot of the bed when nopony was looking. A low, sweet murmur of voices filled the inexplicably streamer adorned room with reminisce and hopes for the future.

Tootsie shifted, stretching her little wings, and looked up to her mother with a curious tilt of her head. "So when's Puddin' gonna learn to fly?"

Pinkie's ears dipped slightly, and she hugged her newborn foal a bit tighter to herself. "Oh, it'll be a little while, sugar dot. She just got here, ya know? Too soon to take off again just yet. Too soon..." She gave her elder daughter a smile that didn't quite light up her limpid blue eyes. "She'll be flying soon enough, though. Don't worry."

The little chocolate brown pegasus gave a shake of her frizzy pink tail. "I can't wait. I wanna play with my little sister and teach her all kinds of games and show her all the cool places I know about and bounce on clouds and go on adventures with her and chase birds and play dragon tag with Windfall and her brother and sister and teach her three card monte and..." She stopped as Pinkie gently laid a hoof on her little muzzle.

The pink mare let out a tired sigh. "You will, sweet pea." She stroked a thin lock of tan hair back from her newborn's broad, mellow pink forehead. "You will... sooner than you'd think..."

Twilight and Rarity were near enough to overhear this exchange, and shared a meaningful glance as the lavender scholar surreptitiously nudged her soon to be partner. She spoke into the alabaster designer's upraised ear. "And that, my dear colleague, is what our flying harness is for."

Rarity discreetly dabbed the corner of her eye with a colorful party napkin, and gave her fellow unicorn a determined nod. Twilight let out a small sigh as she looked over at Spike, who rustled his leathery wings with pleasure as he downed a third slice of cake.

Part 7 - Grounded

The impromptu birthday party started to break up as the sun began to creep toward the horizon. Fluttershy gathered her brood, wished her heartfelt blessings on the new arrival and proud parents, and set off toward Sweet Apple Acres.

Caramel kissed his wife good night and left soon afterward with Tootsie in tow, smiling fondly as his eldest rattled off an ever growing list of things she wanted to do with her brand new baby sister, whilst internally bracing himself for the herculean task of getting the hyperactive filly to settle down to sleep for the night single hoofed.

Rainbow Dash took off with Soarin to pick up their saddlebags at Sugarcube Corner and then go find her old house among the drifting cloud banks over Ponyville. The rainbow maned pegasus bid a cheerful farewell to all of her old friends, save for Applejack with whom she only exchanged a terse, awkward nod before leaving. Soarin cast a lingering glance over his shoulder at the blonde earth pony as they vanished down the hall in a fluttering of wings.

Applejack left soon after, muttering about being behind on her chores around the farm. Her distracted expression only warmed up briefly as she paused to wish Pinkie her congratulations and plant a kiss on the sleeping foal's forehead. With a few clipped goodbyes to the others, she was gone.

This left only Twilight, Rarity, Apple Bloom, and Spike, who all bid Pinkie and her newborn a fond farewell and departed just as the diminutive night nurse was coming by to shoo them out.

As they walked down the hall Apple Bloom's weary voice broke their pensive silence. "Whoosh. I'm beat, and we didn't even get t' half o' what we wanted t' get done today."

Rarity replied with a shrug. "Well, as setbacks go I daresay this was one of the better sort. I suppose we'll just have to be there bright and early when the Mayor's office opens tomorrow."

Twilight flicked her tail impatiently as she swerved to avoid a patch of wet floor being swabbed by an orderly. "I just wish we could continue work on the flight harness. I'm all for getting the proper paperwork filled out, but there's not much more progress we can make until we find a test pony."

The three mares and their young dragon companion paused as an earnest voice called out behind them. "Excuse me, ma'am. Did I hear you properly when you said "flight harness" and needing a "test pony"?"

They turned to see a young earth pony stallion with a brown and white spotted hide leaning on his mop with a raffish smile on his handsome, coltish face. A shock of darker brown mane was contained under a white handkerchief knotted at its four corners, and his drab orderly's smock was rolled up at the elbows, revealing a light cast on the cannon of his left foreleg. His cutie mark depicted a mountain peak with a flag planted atop it.

Twilight's face lit up in recognition. "Pip Squeak? Is that you?"

He hastily reached up and doffed his headgear with a slight bow. "Why, if it isn't Ms. Twilight Sparkle, Ms. Rarity and Miss Apple Bloom. Indeed it is I, Peregrin Algernon Horatio Squeak, at your service."

Spike flared his wings and lashed his tail in annoyance as he sized the young stallion up. "That's Doctor Twilight Sparkle."

Pip bowed his head apologetically. "Ah, forgive me. Doctor Sparkle. I should have known a mare of letters such as yourself would have attained a P, an H, and a D by now."

He gave the young dragon a nod and a wink in greeting. "And jolly good to see you too, Spike. Smashing pair of wings you've got there."

He turned his attention back to the three mares as the young dragon preened at the compliment. "Begging your pardon for interrupting your conversation, but I couldn't help but overhear as you passed by, and in addition to what you were talking about sounding rather interesting, I also got the impression that you dear ladies were in need of some assistance, which as a gentlecolt I am honor bound to offer to the best of my humble abilities." He finished with a smile that seemed to throw off a glittering spark as it caught the light.

Rarity stepped forward with a twinkle of her own in her sapphire blue eyes. "My my, such a gallant offer!" She gave a bob of her horn to the mop the young stallion held in his hooves. "But I can't help but notice that you're already employed, darling."

Pip blushed a bit and nodded toward the cast on his foreleg. "Well, this is more about working off some medical bills than pursuing a career in the janitorial field, Ms. Rarity. Although far be it from me to impugn the brotherhood of the mop and bucket for the vital work that they do."

Apple Bloom cocked an eyebrow as she looked him over, the faintest hint of a blush appearing on her cheeks as well. "How'd y'all hurt yourself?"

The white and brown earth pony chuckled, stretching his cast bound foreleg. "Took a bit of a tumble off of a ladder, I'm afraid. Landed on a table and broke all four legs."

Rarity raised a hoof to her mouth. "You broke all four of your legs?"

Pip shook his head. "Not at all, ma'am. T'wasn't my table."

He cleared his throat with a rueful smile. "Which is why I found myself a bit short of funding after having to pay for it and the skylight, and for cleaning all the glass and soot off of a fine damask table cloth."

Twilight's eyes widened. "You fell through a skylight onto a table and they made you pay for the damages?"

At this the young stallion drew himself up. "I insisted. Only proper, don't you know. I was just glad that I managed to bring their kitten down from the roof none the worse for wear, although I daresay the poor thing probably didn't fancy the bath she needed afterward."

He shrugged. "Not much could be done about that. A fair bit of soot is par for the course when you find yourself in the hooves of a chimney sweep."

Apple Bloom's face lit up in realization. "Wait a minute, I've been seein' this cute.. ahem... I mean this new black stallion up on the roofs from time to time, always wavin' to me like he knew me. But I never did see him 'round town. Are you tellin' me that was you?" Her blush intensified as she cleared her throat and looked away.

Pip gave a chuckle as the young mare fidgeted. "Indeed it was, my dear. Me and a day's worth of soot from sweeping chimneys. I don't blame you at all for not knowing it was me. Me own Mum and Pop barely recognized me when I'd come home at night. Took a good soak in the tub before I was back to the old patchwork, so to speak."

The red headed mare shuffled her hooves self consciously as she took the chance to redirect the conversation. "Well truth be told I wouldn't have expected it t' be you in the first place. I thought ya left Ponyville t' see th' world, like ya decided t' do when y'all got yer cutie mark."

She nodded toward the image of the mountaintop pennant on his flank, her gaze lingering a bit before she pulled it away to meet Rarity's wryly sparkling eyes and knowing smirk. The young mare's blush became even hotter as she hastily redirected her attention toward the ceiling.

Pip let out a sigh as he replaced his kerchief and sloshed his mop in the bucket. "Yes, well, that all hit a bit of a snag, I'm afraid. To be honest, it's the other reason I wasn't too eager to show my face around Ponyville without a layer of soot covering the blush on my cheeks. I did rather make a show of setting out to make my mark on the world, only to come back with the world's mark on me, in the form of hoof prints on my backside, if you'll pardon the metaphor. Rather dents the old pride."

He gave a small shake of his head as he slapped the mop back onto the linoleum. "I signed on as a deck hoof with the Royal Blue airship line, and saw a fair bit of Equestria as I worked my way up to assistant steward on the T.M.S.S. Cumulous, but then the company started cutting their hospitality staff, and I was back on the ground with barely enough in my last paycheck to buy a train ticket to Ponyville."

The piebald stallion began to sweep the mop head back and forth as he gave them a wry grin. "It's ironic, really. If I'd just stayed a swabbie I'd probably still be sailing the airways. You see more from the steerage of an airship than you do from the tallest spire of Canterlot Castle. Of course, you don't get as good a view of the lovely ladies on the upper decks."

He cleared his throat and tugged at the collar of his smock as a blush flitted across his cheeks. "But here I am rambling. If you lovely ladies would excuse me, I've taken up enough of your time, and I've got several more hallways to mop."

Pip made an eager flick of his close cropped tail as he gave them an earnest grin. "I would rather like to hear more about this position you're seeking to fill. I'm quite keen on anything having to do with flying, so if you're going to be interviewing I'd be most grateful if you dropped me a line. I'm living at my parents' place on Pony Lane between the barber shop and the fire station."

Rarity glanced at Twilight and Apple Bloom before favoring the young stallion with a magnanimous smile. "That won't be necessary, darling. You're hired."

***

The moon was just beginning to crest over the horizon, a semicircle of silver against the cooling purples and deep velvety blues of the twilight sky, as two pegasi touched down on the terrace of a rather decrepit looking cloud manor with sun faded rainbow fountains and several years of haze clinging to the columns.

Soarin cast a dubious look over at Rainbow Dash as the chromatic maned mare took in the damage that time and neglect had done to her old dwelling. She gave a nervous laugh and tried to smile encouragingly to her companion. "Heh... Here we are, home sleet home."

She caught herself, blushing with embarrassment before hastily amending. "I mean home sweet home. Sweet! Heh heh."

The blue stallion raised an eyebrow, as Dash kept talking. "I mean, yeah, sure it looks kinda rough around the edges right now, but with a little work it should be nice and cozy. Come on inside and I'll give you the grand tour."

Soarin shrugged and gave a sigh. "Sure... Beats sleepin' in a cardboard box anyway."

He took two steps forward and let out a yelp as a patch of cloud gave way beneath his rear hooves. Rainbow Dash spun around with a cry of alarm to see the hapless stallion halfway wedged in the fluffy surface, his wings flared and his eyes wide in surprise, his girth bulging out over the edge of the hole.

His expression of shock and dismay faded to one of sullen indignation as Dash raised a hoof to her mouth to try to stifle a laugh. "You... you need some help there, S-soarin?"

He huffed and crossed his hooves over his belly, icily avoiding her gaze. "A little, yes..."

She set her saddle bags down and stepped up, a wry expression on her face. She locked her fetlocks with his, then flapped her wings and dug in her rear hooves as she pulled him loose.

Dash gave the sulking stallion a grin as she used her tail to brush away some stray wisps clinging to his haunches. "You gotta learn to look at the top side of the cloud, Soarin. Now that we know about that sky-rot, we can get some cloudcrete and fix it before the hole gets any bigger."

The blue pegasus gave another sigh as his gaze shifted from the damage he'd done to the terrace to his paunchy middle. "Yeah... Fix it before it gets any bigger..."

Dash blocked him as he reached for his saddlebags, hastily shouldering them onto her back with her own. "Uh... better let me carry those for now..." She gave another uncomfortable chuckle as he assumed a deadpan expression. "You're... um... you're my guest until I sign over the deed, and guests don't have to carry their own bags. Yeah..."

She fidgeted under his gaze as he pursed his lips. His voice came out flat and dry as he cocked an eyebrow. "You want to maybe hop check the floors inside before I go in? Just to be safe?"

The rainbow maned mare nodded sagely. "Oh yeah..." She blinked as she realized what she was saying and suddenly shifted gears, vehemently shaking her head. "I mean NO. The thought never even crossed my mind."

She gave him a shaky smile. "But I do want to straighten up the place a little so you get a better first impression than you've gotten so far. So just wait right here, okay?"

With that, she zipped inside, leaving him alone on the porch with a rapidly fading rainbow contrail. Soarin shook his head as he carefully took a seat on the spongy white surface, shifting a bit uncomfortably at the faint groan coming from the cloud deck. He rolled his eyes as the springy sound of a pegasus mare frantically testing the integrity of her floors came from the doorway.

***

Later that night, as the moon continued its journey through the twinkling night sky at the behest of its darksome princess, a lone earth pony mare counted softly to herself as she galloped a serpentine course around a row of barrels in a paddock at the edge of the main compound of Sweet Apple Acres.

Aside from the dim light of the half moon, the barrels each supported a firefly lantern, which illuminated them with a soft glow. One of the lanterns bobbled a bit as the blonde pony brushed against its barrel, cursing under her breath. She ran the rest of the course and skidded to a stop, lashing her tail in irritation as she looked back over her shoulder at the course.

She cocked an ear as a well known, sandy voice sounded out overhead. "Not bad, AJ. Not bad at all. That nudge cost you a couple seconds, though."

Rainbow Dash touched lightly down on the top of one of the barrels, the lantern at her hooves casing a glow on her cyan colored belly, neck, and chin that offset the soft gleam of her maroon eyes. "You'd probably get a better time if you had a full night's sleep. Just sayin'..."

Applejack shrugged diffidently. "Truth be told I was havin' a little trouble sleepin' tonight. Figured I'd take a couple turns at the ol' barrel run t' see if'n that'd help." She looked away from her old friend toward the dark, rustling shapes of the apple trees covering the hills of her farm. "I don't reckon you'd normally be up this late neither, what with your Wonderbolts trainin' schedule and whatnot."

Dash shrugged. "I'm on vacation right now, so I can break training a little. I just felt like going for a little night flight over Ponyville after I got Soarin settled in."

She fluttered her wings as she leapt lightly down from the barrel to the dusty ground, advancing on the blonde farm mare. "And speaking of settling things, maybe you'd like to tell me what exactly set you off today in the hospital waiting room. That wasn't exactly the sort of Ponyville welcome I've been talking up to Soarin, ya know."

Applejack snorted. "And the whinin' I was hearin' outta him ain't exackly the sorta thing I expected t'be comin' from a Wonderbolt. Y'all're s'posed t'be better'n that. Y'all're s'posta be th' best there is."

Dash was silent for a moment before she responded, a slight edge on her voice. "And you're supposed to be honest, so I guess you're callin' it like you see it, but you don't usually buck the tree so hard that the bark comes off."

The blonde mare drew in a breath, and let it out slowly with a chuckle at her pegasus friend's use of an earth pony idiom. "Yeah, I reckon you're talkin' straight t' me as well."

The tension in the air began to abate as she sat heavily down in the dust, looking ruefully at the row of illuminated barrels, and the dim watch lights of her farm beyond. "I guess all his talk about bein' washed up and a has been and whatnot kinda struck a nerve."

The chromatic maned pegasus sat down beside her and cocked her head incredulously. "What the hay is that supposed to mean?"

Applejack sighed, turning her gaze to the sky. "It means a lotta stuff, RD. Time's rollin' forward and things are a'changin'. I ain't gettin' any younger, neither."

Dash gave a snort. "You only just turned thirty, AJ. I'd hardly call you an old grey mare."

The blonde farm pony shook her head. "Yeah, but I still ain't what I used t' be. Do ya know how long its been since I pulled down a blue ribbon on the rodeo circuit? A couple years, and the competition gets younger and fresher every year. I'm runnin' against fillies half my age sometimes."

The pegasus mare shrugged. "So you do your best with what you got and have fun at playing the game. Last time I checked, you were a professional farmer, not a pro rodeo pony."

She wrapped a wing around her friend's muscular shoulders and gestured toward the trees rustling in the darkness. "And look at what you've done with your farm. Every time I come back to Ponyville it seems like there's a few more acres covered in apple trees with more and more farmhoofs workin' em. That's gotta count for something."

The earth pony mare nodded gravely. "Oh yeah, it counts fer somethin', it counts plenty, but sometimes I gotta wonder who I'm gonna pass it all on to. Like I said, I ain't gettin' any younger..."

This caused Rainbow Dash to pause, and she flicked an ear as she gingerly shifted her wing across Applejack's shoulders. Her discomfort was palpable. "Um... I don't think I'm qualified to chart that flight path, AJ. I mean, don't get me wrong. I love all the colts and fillies who come out to see the 'Bolts perform, but I'm nowhere near ready to have one of my own, let alone advise anypony else about that kinda thing..."

Applejack let out a laugh as she reached over and pulled her old friend tighter to her side. "Oh Rainbow, I ain't expectin' ya t' have an answer t' that particular question."

Her voice became wistful in the soft darkness. "Yer out livin' yer dream, leavin' hoofprints across th' sky as y' blaze that trail y'all were destined t' follow since y'all were born. Twi n' Rarity are th' same, shootin' fer stars we ain't even seen th' brightness of yet. As for me, I just seem t' walk in th' same ruts year after year, tending my crops like I always have. But what am I doin' it for?"

She turned her head to gaze at the sleeping farm house in the distance. "Three generations of Apples have worked this land. My brother's raisin' a fine family with Fluttershy, so there'll be more generations t'come, I reckon, but every new foal that comes into th' world makes me feel kinda like a tree that ain't borne any fruit."

Dash gave her a squeeze with her wing. "So I guess Pinkie's new baby was as much a part of your storm front as Soarin's moping, huh?"

Applejack nodded ruefully. "If'n y'all woulda told me ten years ago that Pinkie Pie would be raisin' a family that wasn't made up entirely of balloon animals, I'da told ya t' lay off o' the loco weed."

The cyan pegasus let out a chuckle, then became serious, reaching up with a hoof to gently pull the blonde earth pony's face around so that their gazes met. "Listen, Applejack. I don't know much about starting a family, but I do know about competition and I'm fairly certain you know a thing or two about it as well. And what little I know about raising a family is that it isn't a competition. You can't fly a race in somepony else's lane, and you only get yourself across the line flapping your own wings. Y'know?"

The orange farm mare slouched against her friend with a sigh. "Yeah, I know. I know. It ain't just me drivin' that wagon, though. Granny Smith..."

Dash rolled her eyes. "You aren't the only gal with a family, AJ. My mom and grandma are the same way. Some of the hints they drop when I go visit 'em are so big you'd need a full flight of weather ponies to land 'em properly. If they couldn't get me to do something trivial like take out the trash or clean my room, why should they have any pull about something as life changing as having a foal?"

Applejack gave a shake of her head. "Y'all don't understand. Granny's been really slowin' down lately. She tries t' make out that she's feisty as ever, but I can see signs she's wearin' out, fadin' like a photograph that got hung up in the sun for too long. Some days it's almost like I can look right through her. But she told me after Bud n' Blossom were born that she's made a vow not t' go to her final rest without gettin' t' meet every single one of her great grand babies before she does."

The rainbow maned pegasus sat and thought for a moment, then gave her friend a nudge, a wry grin on her face. "That really sounds more like your little sister's problem than yours, AJ. Apple Bloom doesn't really seem to be in a hurry to hitch up and build a nest."

The blonde mare set her jaw. "That's 'cos I ain't told her 'bout Granny's vow. T'ain't fair t' burden a young gal just startin' out that way."

Rainbow gave her another squeeze with her wing. "And it's fair to burden you? Listen, I'm gonna be as direct as a lightning strike here, I think you have a thing about taking on burdens whether you need to or not, like the world isn't gonna move unless you load it into a bushel basket and carry it on your back."

She laid a foreleg across Applejack's back alongside her wing. "I think Granny Smith was tryin' to reassure you, not lay some kinda weird guilt trip thing on you. Sounds to me like she wants to stick around as long as she can so she can enjoy whatever comes, not because you're somehow forcing her to. She wants to be there for you no matter what. That's what I call loyalty."

The earth pony mare sniffled and wiped the back of her hoof across her eyes, then pulled her rainbow maned companion into a heartfelt hug. "I really miss havin' ya around, Rainbow. Y'always know just the right way t' lift my spirits."

Dash let out a chuckle as she returned her old friend's fond affection. "Hey, I'm a pegasus. We know a thing or two about how to lighten up."

After a few minutes they disengaged and got to their feet, dusting off their flanks with their tails. Applejack met the pegasus' gaze with an earnest look. "I reckon I owe yer buddy an apology, huh?"

The rainbow maned mare's expression became thoughtful. "Probably, but I think more for how you said it than for what you were saying. Maybe it's the sort of thing he needs to hear right now. Just try not to hurt him is all I ask."

Applejack nodded. "Well, I reckon we can start fresh on a new day. I'll try t' be a little more patient with the poor fella."

She looked up to the moon, now farther along in its travels. "But unless either of us wants t'be standin' here jawin' when th' sun comes up, I reckon the both of us oughta skedaddle on t'bed."

Dash nodded. "Yeah. I'd better be gettin' back. If Soarin' falls through the floor again I ought to be there to help him get unstuck."

She paused, and gave Applejack one more brief hug. "I'm glad we talked this over. There's nothin' worse than bein' mad at one of your best friends."

The farm mare nuzzled her neck. "Yeah. Sure ain't. I'll see y'all tomorrow, RD"

The rainbow maned pegasus gave her a grin as they disengaged. "See ya, AJ."

With that, she lifted off and flew into the soft night sky, as a smiling Applejack made her way along the line of barrels, releasing the fireflies from the lanterns to drift away on the gentle breeze that rustled the apple trees.

Part 8 - Contact

Mayor Mare took a moment to throw open the windows in her office and breathe in the fragrant morning breeze that always blew through Ponyville this time of year. It was subtle, compared to the sweetness that pervaded the air when the apple orchards were in full blossom, but to longtime residents it was at once ever present and comfortingly in the background, the smells of grass being cut, of attics being aired out, of mist being brushed off of the cloud homes of the local pegasi.

For a town known for more than its share of tomfoolery and shenanigans, sitting so close to the unpredictable wilderness of the Everfree forest, very little actually changed in Ponyville from year to year, and that was just how the aging public official liked it. The Mayor's heart beat in time with the slower beat of days, weeks, months, and years, her love for her home town unchanging as she'd gone from dyeing her mane grey to hide the pink to dyeing it a pale pink to brighten up the grey. Of course, there were marriages, births and deaths, new ponies coming to town and old friends leaving town, the odd monster rampage or out of control baked goods incident, but even those were pretty much part of the rhythm when you looked at the big picture.

She adjusted her spectacles with a hoof and raised an eyebrow as she noted something different on the cobblestone streets below. A long, winding line of ponies was waiting patiently outside, many of them a fair bit younger than the usual daily visitors to the seat of Ponyville's civic life. She noticed a high percentage of them were sporting hats or tee shirts or waving pennants of blue and yellow with a distinctive lightning bolt motif. Why was there a line of Wonderbolts fans at city hall?

A knock on the door put that train of inquiry temporarily on hold, and she turned towards it with an ear cocked. "Yes?"

Her secretary's voice came from the other side with unaccustomed loudness. "Doctor Twilight Sparkle and Ms. Rarity Belle here to see you, Ms. Mayor!"

The grey haired earth pony crossed the carpeted floor with an expression of piqued interest on her face. "By all means, Paper Clip, let them in. Why are you shouting?"

The thick oaken door swung open ahead of a tumult of excited chatter echoing in the vaulted atrium beyond that swept into the Mayor's office like a wave of water pouring through a floodgate. Her secretary stood outside with a slightly strained look on his face, in contrast to the eager smiles of the two unicorn mares who accompanied him.

Twilight Sparkle stepped forward and proffered a hoof. "Hello, Mayor Mare. It's been too long. You're looking well."

Rarity stepped up beside her, a frilly cravat and suit collar accenting her alabaster coat with deep indigo and silver pinstripes. A briefcase emblazoned with her trademark cursive R hovered in close orbit, surrounded by a cloud of pale blue magic. She extended her manicured hoof to shake as well. "We're ever so grateful that you could spare us a moment of your time."

The Mayor nodded absently to their greetings as the cacophony from below filled the air, making it hard for her to focus. "Yes yes, always a pleasure to speak to you, Rarity. It has indeed been too long Twil... er... Doctor Sparkle." She walked past them with an apologetic nod. "If you ladies would pardon me for a moment."

With that she stepped out onto the gallery that overlooked the town hall's atrium, rearing up to hook her forehooves over the railing and craning her neck for a better look. There below she saw the usual queue of ponies waiting their turn at the various bureaucratic offices housed on the first floor. The anomalous line wound parallel to this, and terminated halfway along the usual waiting line at a pair of blue pegasi who stood chatting, signing anything presented to them, and posing for photos. The mayor's brow furrowed as she noted the distinctive rainbow colored mane and tail of the female member of the duo.

She pushed back from the rail and made her way toward the stairs, huffing with annoyance. "Of course... Some things really don't ever change..."

She called back to Twilight and Rarity over her shoulder as she stalked away. "Please go in and make yourselves comfortable! I'll be back with you shortly!"

***

Down in the atrium, Rainbow Dash signed a Wonderbolts pennant with practiced ease, speaking out of the side of her mouth as she deftly worked the quill between her lips. "...stay awesome, stay cool, stay in school, your pal, Rainbow Dash."

The teenaged pegasus colt rose into the air with a giddy grin on his face as he examined the freshly signed autograph, complete with a simplified version of his heroine's tricolor lightning bolt cutie mark. "Oh wow! You're the best pegasus ever! Thanks so much!" He glanced over at the pudgy blue stallion standing at Dash's side. "Oh, and thanks for your autograph too, Mister Soarin."

The older pegasus gave the younger one a weak smile. "Just call me Soarin, kid. I don't warrant a 'Mister'."

Before the teenager could respond, a trio of school fillies behind him with autograph books at the ready pointedly cleared their throats. With a grateful bow the happy young lad took his leave.

The chromatic maned pegasus chuckled and nudged Soarin as the colt fluttered away on a cloud of excitement. "Heh. Cute kid. A lot more polite than some of the colts we run into out on tour. That's what I'm talkin' about when I say Ponyville's a friendly..."

Her expression changed to one of wariness and alarm as she caught sight of the Mayor marching across the atrium in their direction. "Uh oh, crosswind alert, incoming at seven o' clock low. Just let me do the talking."

The grey haired mare lashed her tail imperiously as she approached. "Rainbow Dash! Just what do you think you're doing here?"

The brightly colored stunt flyer dug a fore hoof on the ground. "Well, I'm just here with my team mate Soarin..."

The sky blue stallion muttered despondently. "Former team mate."

Dash cast him a glare and continued. "I'm here with my team mate Soarin to help him fill out an application for the Weather Patrol."

The Mayor gave the gloomy pegasus stallion the barest of glances before turning her attention back toward his chromatic companion. "That's all well and good, but you're disrupting business here in the town hall. Please do something about this crowd or I'm going to have to ask you to leave."

Soarin laid a hoof on Dash's shoulder. "These fans are really here to see you, Dash. I can wait in line by myself. Why don't you take this crowd someplace outside where they won't bother anypony?"

The cyan mare glanced between him and the frowning Mayor uncertainly. "But... I don't wanna leave you hangin', Soarin."

The stallion shook his head with a sad smile. "I'm in line at the Bureau of Weather Scheduling. Hangin' is what you do here... I'll be fine. Go."

Rainbow Dash gave Soarin a reluctant nod before turning toward the line of waiting fans and lifting a short distance into the air with a beat of her wings. She raised her hooves wide for attention. "Hey kids! I'm thinkin' it's kinda stuffy here in town hall." At this she threw a pointed glare at the Mayor. "So how about you all follow me to Ponyville Park. I feel like doin' a few quick stunts before I sign the rest of your autographs, okay?"

An exuberant cheer went up from the line of Wonderbolts fans that reverberated in the normally quiet office complex. They followed the rainbow maned pegasus out the front door in a thunderous drumming of hooves and beating of wings.

As the dust settled, the Mayor gave a strained cough, straightened her cravat, and spun on her heel to return to her office with a brief nod to Soarin. The noise level in the atrium had dropped back to its usual staid calm, with only the scattered hoofbeats of stragglers fading out through the doors.

The sky blue stallion gave a small sigh and settled back into his place in line. He gave a start as he looked toward the space recently vacated by the line of fans and saw a lone blonde earth pony mare standing there looking at him expectantly. A small, round basket with a red and white checkered cloth covering its contents sat perched on her back, and she held her battered cowpony hat cocked in the crook of a foreleg.

When his green eyes met hers she took a step forward. "I reckon it's finally my turn. Howdy, Mister Soarin."

The pegasus forced his wings back down into a neutral folded position with effort as he took a moment to gather his wits. "Oh! Uh... Miss... Miss Applejack. H-hello." He cleared his throat self consciously. "Uh... What... what brings you to the town hall this morning?"

The orange farm pony took another step forward, pawing at the ground with a hoof. "I just wanted to apologize to ya fer bein' so ornery with y'all last night. T'weren't no call fer me t' be so harsh with a fella who's goin' down a rough patch o' road right now."

Soarin' gave a halting shrug. "N-no, that's okay. You uh... you gave me a lot to think about."

Applejack craned her neck to pluck the basket off of her back, unaware that the brief smile she gave him before she did so sent a shiver down the hapless stallion's spine that split at the base of his tail and shot down his flanks to his knees, causing them to liquify. He sat heavily down on his rump as she turned back and set her cargo down in front of him.

He blinked out of his stupor as he studied the basket. "Uh... What's this?"

The blonde mare gave him another smile, which this time safely grounded itself in the atrium floor with the barest twitch of Soarin's tail. "Aw, just a l'il somethin' t' say I'm sorry and t' welcome y'all t' Ponyville." She reached down and caught the checked napkin up in her teeth, pulling it back to reveal the golden, flaky crust of an apple pie.

Soarin's eyes went wide, and he felt his forelegs go loose as well, collapsing him onto his belly and bringing him down to nose level with the pastry. He inhaled a deep whiff of the pie's scent, reaching forward with shaking hooves. "Sweet Celestia's pinfeathers! It's the pie. It's the pie."

Applejack drew herself up proudly and casually crossed a foreleg in her trademark pose of satisfaction. "Eeyup! That there pie is the pride o' Sweet Apple Acres, made with my Granny Smith's special recipe from genu-wine Sweet Apple... Acres... apples?" She trailed off and looked nonplussed down at the prostrate stallion as he grabbed the basket in both hooves and unceremoniously shoved his face into the pie, chomping and slurping it down with gusto.

The blonde mare reared back in dismay, tearing her gaze away from the flakey, syrupy carnage at her feet to glance with reddening cheeks at the other ponies in line who stood stunned and staring at the spectacle of a heavyset blue pegasus demolishing the contents of the basket like it was a condemned house and his face was the wrecking ball.

She shuffled her feet as the pin drop silence of the hall echoed with his grunting and smacking lips, and tentatively cleared her throat. "Uh... Mister Soarin. Y'might wanna... I didn't think y'all would just dig in right here."

She reached out and nudged at the basket. "Could ya maybe, uh... maybe slow down a tad there..."

Her green eyes flashed as she set her legs, raising a fore hoof to bring it down sharply with a loud klonk on the top of his head. "Cut that out before ya choke on the flippin' pie tin, ya goldurned, slackjawed slob!"

Soarin reared back, startled and then abject as he met the blonde earth pony's sharp gaze. She lashed her braided tail behind her. "What th' hay is wrong with y'all? Were ya raised by timberwolves or somethin'?"

The pegasus stallion looked down at the splattering of pie filling and crust that dribbled down his chest, and his lower lip began to quiver. "I... I'm s-sorry. I didn't mean to..." He halfheartedly reached up and wiped his hotly blushing face off with a hoof. "This is... I'm.. I'm sorry. I..." He was cut off as the checkered napkin flew into his face, momentarily filling his vision with red and white squares.

He could hear Applejack's voice, brimming with disapproval. "Sorry is right. I ain't one t' stand on social graces, but it's clear t'me that yer mama never taught ya any manners at all, or self control fer that matter."

By the time he'd pulled the cloth down from his eyes, he saw the earth pony mare trotting away from him with the basket handle in her teeth and her nose upraised, her ears laid back beneath her hat and her tail hiked disdainfully behind her.

Soarin launched himself into the air with a grunt, momentarily dithering between following after her and holding on to his spot in line. He hurriedly wiped the rest of the pie wreckage off of his face and chest and cast the checkered cloth aside, launching into an arcing trajectory that carried him over the farm mare's head and spun him around so that he landed facing her with a heavy thud of his hooves. His green eyes were lit with a glare of determination. "Will you at least let me explain?"

Applejack rolled her own leaf colored eyes and made to move past him, speaking snidely out of the side of her mouth as her teeth clenched tighter on the basket handle. "What's to explain? I've slopped enough hogs t'know one when I see one."

Soarin threw out a wing to stop her. "Hang on there, lady. Nopony talks that way to me withou... ow ow ow ow."

The sky blue pegasus stallion found himself forced face down to the floor, as the blonde mare dropped the basket and lunged forward to grasp the shank of his extended wing in her teeth, then proceeded to twist the feathery limb into an uncomfortable angle against his back. After a moment of squirming uncomfortably on the floor he felt the tension release, and his wing sprung back to it's full extension with its feathers splayed across the polished stone surface.

He felt a hoof pushing down on his withers as a simmering voice sounded in his ear. "Y'all better shape up mister, or else y'can get used to hearin' folks talk to ya like that."

With that, she gave a final downward shove and released him, scooping the basket back up as she trotted away. "Except for me. I ain't got nothin' else t' say t' y'all."

Soarin struggled back to his hooves, his eyes blazing and his teeth grinding. He flared his wings angrily, wincing as the one that Applejack had placed in a half lock cramped up, and shouted after her. "Thank you VERY much for the loopty loopin' PIE!"

The freckled earth pony flicked her tail dismissively and was out the door without another word. The fuming pegasus snorted twin jets of steam from his nostrils, and turned away with a growl. His face fell as he saw that his place in line had been filled in, the ponies in the queue making a pronounced show of minding their own business with averted eyes and softly cleared throats.

Soarin's ears levered back and his tail and wings drooped, as he shuffled to the back of the line. A tiny black cloud coalesced over his head as he slouched his shoulders and braced for the wait.

***

A tiny black cloud floated over Applejack's head as she sat tapping a fore hoof on the ground out front of the Carousel Boutique. Apple Bloom sat at her side with a look of growing irritation on her face.

Eventually, she turned to her sister with a huff. "So just what is eatin' y'all today?"

The elder sibling gave a snort and muttered under her breath. "Hmph. Eatin' is right..." She scowled petulantly and avoided her sister's gaze with a scrunched up nose. "Nothin'."

The red headed mare rolled her eyes and changed the subject, well aware of the impenetrability of that particular inflection of "nothin'" coming from her sister. "Y'know we don't gotta sit out here on th' doorstep. Snips said we could wait inside for Rarity n' Twilight t' show up."

Applejack sat up straight with her nose in the air. "I'm fine right here. Y'all can go right ahead if'n ya want."

Apple Bloom rolled her eyes back the other direction and slouched into a sigh. Her gaze fell on the empty basket at her sister's side. "So did y'all give Mister Soarin his apology pie?"

The blonde farm pony scrunched her nose up even further into a grimace. "Yeah. He got th' pie all right. He got it good. Poor thing never stood a chance."

The young handymare cocked an eyebrow and flicked an ear as a wry smirk crept onto her face. "Now why do I get the feelin' yer gonna be bakin' another one real soon."

Applejack gave her own roll of the eyes to that. "Yeah, 'cos that's just what that overgrown foal needs is t' cram more pie down his gullet." She stuck out her lower lip as the little cloud over her head darkened. "That and a durn fire hose t' wash off afterward."

Before Apple Bloom could press her sister for any more details a silvery voice called out to them from a pair of approaching unicorns. "Yoo hoo! Hello there, my lovelies!"

The Apple sisters stood as a beaming Rarity and a pensively smiling Twilight Sparkle walked up to greet them. The pale fashion designer's sapphire eyes were sparkling with excitement as the briefcase hovering at her side flipped open and disgorged a sheaf of parchments in a cloud of shimmering blue magic.

She rustled them in the air with a flourish."You two are currently basking in the glorious presence of the brand new owners and operators of Harmony Aeronautics, Ltd." A business charter hovered before the two earth ponies' eyes, adorned with a red wax seal bearing the town crest of Ponyville and signed and stamped with Rarity and Twilight's cutie marks.

The lavender unicorn let out a chuckle and gave her partner a sidelong grin. "I thought I was the one who got excited over paperwork, Rarity."

The alabaster coated fashionista replaced the papers in her briefcase and returned her fellow unicorn's smile. "When that paperwork is going to let me fill the very skies of Equestria with my designs, as well as help my dearest friends be closer to their families and potentially make us a fortune, you bet your star spangled derriere I'm excited."

She turned her attention to the Apple sisters, looking them over with a suddenly analytical eye. "Now, my dears, on the subject of my designs, lets get the two of you kitted out for our soiree at the Royal Opera, shall we?"

Apple Bloom came forward with a bright smile on her face and fell into step beside Twilight as the door to the boutique glittered with more pale blue sparkles and swung open to let them inside. Applejack grimaced and flicked her tail in irritation, her whole body heaving with a weary sigh as she worked up the will to follow them.

A knowing look washed across Rarity's pristine face, and she stepped up to her old friend and pulled her into a gentle hug. "Darling, this means so much to Twilight, your sister, and I, and it will mean ever so much more to Pinkie and your dear brother as well if we play our cards right. You do know we appreciate it, don't you?" She blew away the little black cloud hovering over Applejack's head with a gentle puff of breath.

The blonde mare gave her a squeeze in return before the two disengaged, a resigned smile flitting across her face. "Yeah yeah, I know it."

Her dour expression returned a moment later. "And I hope y'all know that aside from my family there ain't nopony else on who's account I'd go thru spendin' a night trussed up in a fancy, frou-frou dress listenin' t' fat ponies caterwaulin' in Neightalian."

Rarity huffed and rolled her eyes. "Someday I'd like to find the pony who taught you the term "frou-frou" and give them a piece of my mind. What do I always say when we inevitably come to this point in the conversation?"

Applejack sighed and hung her head in exasperation. "That what y'all do with fancy duds and hairdos is just the same as when I take a cloth n' a li'l spit t' polish up an apple real shiny. Y'all're just takin' a little bit o' extra time n' care t' bring out the natural beauty that everypony has, even me."

The alabaster unicorn shuddered a bit at the mention of saliva, but pressed her case. "Especially you, darling. Someday I'll get it drilled through that thick skull of yours how attractive you can be if you gave a little more thought to your appearance. And don't even get me started on your wild misconceptions about opera. For one thing, the opera is in Germane, not Neightalian. For another opera music is exquisite and full of beauty and emotion even if you don't understand the lyrics, and to call it caterwauling is frankly an insult to the composers, musicians, and singers who devote their lives to it."

Her attitude became a bit more confrontational as she stamped a hoof for emphasis. "And on that subject, while my sister may not be as toned as Apple Bloom she is most definitely not fat!"

Applejack recoiled a bit from Rarity's tirade and held up a conciliatory hoof. "Okay, okay. Ease up, sugarcube. I didn't mean no slights, to Sweetie Belle or anypony else. I'll try t' keep an open mind."

The pale fashion designer let out a breath and reengaged her charm. "That's all I ask from the Element of Honesty, darling. Now come inside so I can start polishing some Apples."

Applejack gave her a wry grin as she passed. "As long as y'all ain't gonna spit on me..."

Rarity made a face eloquent of disgust as she followed her farm pony friend inside. "Eeeugh. Perish the thought, darling."

***

A couple of hours later the earth pony sisters had been measured from stem to stern and Applejack had departed, eager to catch up on the daily tasks that awaited back at Sweet Apple Acres. She gave her old friends and younger sibling a terse nod of farewell and was gone.

This left Apple Bloom, Twilight and Rarity together in the alabaster unicorn's "inspiration room". The pale fashionista sat eagerly at her drawing board, horn rimmed glasses perched on her snout, as markers danced a waltz of creativity across her sketch pad to the tune of her dulcet humming. The lavender scholar had her tomes and papers laid out on a cleared off section of workbench, poring over the runes and figures while beside her the young earth pony engineer sat scribbling notes with a pencil on a copy of the flight harness' blueprints. The three mares spoke not a word, but deep down were glad of one another's company in a genial atmosphere of productivity.

The busy hush was broken by a soft knock on the door, and a round faced unicorn stallion with a neatly parted orange mane appeared with a genteel dip of his horn. "Pardon me for interrupting your design session, Ms. Rarity, but you have a caller."

Rarity turned, levitating a marker to push up her glasses. "Who is it, Snips?"

The blue green tailor gave his employer a smile. "Mister Pip Squeak, ma'am. He says he's here about employment."

The elegant alabaster mare shared an expectant look with her companions, and then floated a cap onto her marker as she glanced at an ornate clock hanging on the wall. "Excellent! Right on time! Tell him we'll be down shortly."

Snips gave a nod and shimmered away as the three mares disengaged from their work. Twilight and Apple Bloom rolled their eyes and shared a wry glance as Rarity produced brushes and combs and proceeded to primp all three of them simultaneously.

The pale unicorn mare caught their exchange and tsked. "You two may not be used to the idea, but we're all executives now. It never hurts to make a suitable impression on our employees."

With that, she set aside her implements, tightened her cravat, and beckoned for them to follow her with a flick of her horn.

As the three mares descended the stairs, Pip Squeak drew himself up and gave a jaunty salute, grinning from ear to ear. "Pip Squeak the pilot, at your service!"

He cut quite a dashing figure, clad in a sharply tailored uniform jacket in white with deep blue piping. A buff canvas flight helmet with its chin strap unbuckled sat on his head, a shock of his rich brown mane poking out from beneath the curve of a set of highly polished brass goggles that ran across his forehead. His pinto coat had been brushed to a high gloss, and his hooves gleamed in the light.

Rarity stopped short with a smile of her own spreading across her face, totally oblivious to Apple Bloom stumbling and nearly pitching headlong down the stairs past her save for some quick magic from Twilight. The pale unicorn's voice came out in a giddy trill. "Celestia have mercy! Could you be any more adorable?"

She traipsed the rest of the way down and began to circle the young stallion, stopping to call up to Twilight as the lavender unicorn helped Apple Bloom regain her footing. "And here you thought I'd been a bit hasty in hiring him. Just look at him!"

The young earth pony mare did just that, nearly missing the bottom step as her pale yellow face became almost as red as her mane.

Pip blushed modestly and pawed at the ground. "This is just my old steward's togs from the Royal Blue Line. Seemed like the appropriate thing to wear on my first day." He nodded toward one of his shoulders, where the faint outline of a missing shield shaped patch could be seen. "I had me mum take off the patches, of course, seeing as I work for you lovely ladies now rather than that bunch of bit pinchers."

At this Rarity stopped short in her orbit of the handsome young stallion, a dawning look of elation on her face. "Ooh! Ideeea! I'll be right back!"

Twilight stepped forward as her partner galloped from the room, her violet eyes looking over the earth pony with a much more analytical air. "Well, I suppose it falls to me to give you an official welcome to the company, Pip."

After the two exchanged a brief hoofshake, the lavender mare started pacing back and forth as the pinto stallion settled into a parade rest stance. "I'll start by explaining that your job will be to test a succession of experimental, and very possibly dangerous devices. Every effort will be made to ensure your safety, but there is still the very non-trivial possibility that you might suffer grievous bodily harm in the course of your duties."

Pip gave her a raffish grin. "Well, ma'am, danger would be my middle name if me uncle Algy hadn't taken precedence." Another glint of light sparked briefly across the whiteness of his teeth.

The scholarly unicorn gave him a curt nod. "Fair enough. Now, I trust you're in good health, no pre-existing medical conditions we should know about?"

In response the young stallion shook his head. "No ma'am. Fit as a fiddle with all strings in tune. I can readily provide my release papers from Ponyville General, or my health records from Royal Blue if you can wait for the post." He turned a bit to give them a better view of his side and flank. "Or if you like I'd be happy to submit to a full physical examination by..."

Pip trailed off as a soft thud sounded on the carpeted floor behind Twilight Sparkle. Both the earth pony stallion and the unicorn mare turned to see Apple Bloom shakily pulling herself to her hooves. "I... I'm okay... just missed that last step..."

Twilight cocked an eyebrow at her. "Weren't you already all the way down?"

The young mare only scrunched up her face and averted her amber eyes in response, her face almost glowing bright red.

The lavender unicorn shook her head and continued her questions to her new employee. "Further medical examination won't be necessary, Pip. If you're fit for service on an airship you're fit for our purposes."

She flicked her ear as Apple Bloom's slightly husky voice sounded behind her. "I'll say..."

Twilight's horn glimmered as she met Pip's eyes. "There are a couple of magical tests I'd like to perform with your permission."

He gave a slight bow of his head. "At your pleasure, ma'am."

A cone of coruscating light shot out from the unicorn mare's horn and washed across his face. "What color are you tasting right now?"

Pip smacked his lips curiously. "Um... blue?"

Twilight nodded thoughtfully. "Good." Her magic narrowed into a pulsing beam. "Now turn your head and say your name."

The young earth pony complied. "Pip."

The scholarly mare pursed her lips. "Hmm. Say it backwards."

He raised an eyebrow. "Er... Pip?"

She nodded in satisfaction as the beam winked out. "Excellent!" She gave the young pony an earnest smile. "Well, I think Rarity was right about you, Pip. I'd be willing to say you're an ideal candidate for the job of test pony."

All three ponies turned to the sound of cantering hooves as the alabaster unicorn returned, a pair of flat circular objects trailing behind her in a glow of magic. "Of course I was right. And look here, I have just the thing to make it all official. I'll make some more of these and put them on windbreakers for the rest of us."

She floated the hoof sized shapes over to where Pip was standing, laying them against each shoulder of his uniform where they affixed themselves in a flash of magic. The young stallion turned his head to look, as Twilight and Apple Bloom stepped forward to see as well. Each patch was a vibrant purple, with the words "Harmony Aeronautics" in white encircling the outline of an ascending gold pony with white butterfly wings over a pink six pointed star flanked by a blue diamond and a red apple.

Pip let out an appreciative whistle. "I say, that's just smashing!"

Twilight took the young stallion's hoof in a firm hoofshake while her partner preened. "I think you're right again Rarity. This does make it official."

The pale unicorn let out an urbane chuckle. "It's about time we made it official that I'm right, darling."

Twilight gave a roll of her eyes and met Pip's gaze with a confident smile. "Welcome to Harmony Aeronautics, Testing Officer Pip Squeak!"

***

The sun was rolling toward the western horizon, glinting off of Rainbow Dash's cyan wings as she touched down on the terrace of her decrepit cloud manor, a tinge of weariness about her face as she schlepped across the fluffy clouds toward her doorway and went inside.

She perked up an ear at the sound of intermittent grunts and gasps coming from one of the doorways off of her living room. Following the noises, she craned her neck to peer through the ornate, swirl festooned arch. There before her, his sky blue hide slicked down with sweat, was Soarin, alternating between doing pushups with his forelegs and his wings.

The rainbow maned mare lashed her tail and called out to him with an edge of indignation on her voice. "There you are! I've been looking all over Ponyville for you!"

The sudden intrusion on his concentration caused the heavyset pegasus to lose traction with his hooves and belly flop onto the spongy cloud floor beneath him, embedding him slightly in the fluff. He pushed himself up to a sitting position, dragging a hoof across his forehead to get his sodden forelock out of his eyes as he turned to face her. "I've been here since I left the Weather Bureau."

Dash flicked her tail and cocked her head. "Oh yeah? How'd that go?"

He gave a shrug. "Had a long wait in line, but otherwise it went fine. I got the job. Orientation's at nine o' clock tomorrow."

The cyan mare flared her wings with a wide grin. "That's great! Good goin'!"

She cocked an eyebrow as the smile faded from her face. "You seem kinda mad about something, tho."

Soarin gave a brief shake of his head. "I'm fine."

She looked at him with searching maroon eyes. "You uh... you sure."

The sky blue stallion's lips formed a tight line as he avoided her gaze. "No. I'm fine."

Dash rustled her wings. "Oookay. So you want to maybe get cleaned up and go get some chow?"

Soarin gave another terse shake of his head. "I already ate."

The chromatic maned mare shuffled her feet, kicking loose a couple wisps of white fluff. "Oh... Okay, I was thinking I was gonna go by Sweet Apple Acres and see what Applejack is cookin' up." Her voice took on a singsong quality as she rocked back and forth on her hooves. "Maaaybe there'll be some of her totally awesome apple pieeee."

Soarin winced, his wings flinching slightly, before his face settled into a grim smile. "That is good pie. The best I ever had."

His team mate's face fell as he turned away from her and settled back down onto his belly. "I'll pass. I've got a few more reps to do, then a quick shower and bed for me. Got my work cut out for me tomorrow."

Rainbow Dash blinked in shock, staring at him in confusion as he started alternating wing and fore hoof pushups again. She hesitantly turned away from the archway. "O- okay, Soarin. Don't... uh... don't strain yourself too hard or anything. I'll... I'll send your regards to Applejack."

He grunted a reply as he switched to pushing up with his wings. "Yeah, you do that."

She dragged her hooves as she walked away, her cyan face eloquent of confusion. "Okay. Have a good night, buddy."

Soarin puffed as he pushed up with his hooves. "G'night".

Dash shook her head and headed back out to the terrace, launching into the late afternoon sky with a powerful beat of her wings. She looked over her shoulder at her receding manor with a furrowed brow as she flew toward the sweeping groves of apple trees in the distance.

Back in his room, Soarin's forelegs shook as he heaved himself up off the spongy cloud floor one more time. He let out a yelp of surprise as the fluffy white surface suddenly gave way beneath his hooves, causing him to sink in up to his withers. He spat out a mouthful of mist and strained to free his engulfed limbs.

After a moment he went limp in weary defeat, slumping back into the floor's pillowy embrace with an exasperated growl. "Aw sleet and hailstones..."

Part 9 - Obsolescence

Big Macintosh bounced lightly on the tips of his hooves, his deep, gentle voice coming out in a singsong rhythm to the giggling accompaniment of his son Bud, who sat perched on the massive stallion's broad back fluttering his tiny apple green wings. "This the way the ladies trot, so do we, so do we..."

He shifted his tempo to a more strident hop, which in turn caused the little orange maned foal to escalate from giggling to cackling. "Here comes a country colt, hobbledy gee, hobbledy gee!" He finished the rhyme with an emphatic bounce on his hooves.

The huge red stallion stopped and looked over his shoulder, blinking in consternation as he suddenly realized that Bud was no longer sitting on his back. He cast his panicked gaze around the barnyard of Sweet Apple Acres, looking over to Fluttershy, who sat on a rocking chair on the porch with Bud's twin sister Blossom cradled in her forelegs contentedly drinking from a bottle. The butter colored pegasus gave her husband a fond smile and nodded skyward.

A sandy voice sounded out from overhead. "Hey squirt! Look at you work those little flappers! At this rate you'll be ready to try out for the Wonderbolts any day now."

Big Macintosh looked up to see his baby colt steadily working his way up into the air to meet a hovering, rainbow maned mare, buzzing his tiny wings like a determined little bumble bee.

A smile crossed the hulking stallion's freckled face as he raised a wide hoof in a wave. "Howdy, Miz Dash! What brings y'all out t' Sweet Apple Acres today?"

Rainbow Dash gave a casual shrug as Bud began to orbit her, his amber eyes wide in curiousity. "Well, I just wanted to hang out and maybe mooch a little dinner if that's okay."

The giant earth pony nodded cheerfully. "Y'all're always welcome at our table, Miz Dash. AJ's got a couple eggplant casseroles in th' oven along with some baked apples fer dessert. We got plenty o' company tonight anyhow, what with Doc Twilight and Miz Rarity workin' on their big project with Apple Bloom."

He waved a hoof toward a barn visible beyond a wide swath of orchards. "Them n' Spike are out at the northwest hay barn with that young feller they just hired on as a test pony."

The colorfully maned pegasus gave a nod in return and threw him a salute as she turned to fly away. "Cool! I've been wondering what they've all been up to. I'm gonna go and check it out, okay?"

He gave another amiable wave. "Sure thing. Y'all will hear the dinner bell a' ringin' when it's ready."

Dash called back over her shoulder. "I'll be listening for it. I'm hungry enough to eat a... uh..." She stopped with a braking beat of her wings as she realized that little Bud was following her.

Big Macintosh gave a small lash of his tail as he called up to his tiny son. "Bud! Y'all come on down now!"

The little pegasus colt ignored his father's call, catching hold of Rainbow Dash's tail and cramming it into his mouth, where he proceeded to happily gum it while a look of dismay washed across the chromatic stunt flyer's face. She gave her tail a tentative tug, but it wouldn't come loose from the little foal's surprisingly strong grip.

The huge red stallion's brow furrowed, and he stomped a hoof. "Bud! Come on down, y'hear? Let loose o' Auntie Dash's tail and come when your daddy calls ya!"

He turned and gave a helpless look to his wife, who cleared her throat softly and called upward. "Bud?"

At the sound of Fluttershy's voice, the tiny pegasus colt turned, his little ears laying back as he met his mother's gaze. She had closed one eye and flared the other in a pointed stare up at her wayward son. Dash's tail dropped out of his mouth, trailing a line of drool that drew taut and snapped as he fluttered down in a spiral flight path toward his father, who sat on his haunches with his fore hooves spread to receive him.

The big red earth pony gave an apologetic shrug to the hovering pegasus mare, who's lip curled in mild disgust as she wrung out the tip of her tail. "Sorry 'bout that, Miz Dash. Y'all know what they say 'bout youngun's. 'Out of reach, out of earshot.'"

Dash grinned down at him and gave a flick of her tail. "Don't worry about it. I just hope I didn't spoil the little guy's dinner. Speaking of which I'll see you guys when the bell rings. Later!"

With that she rocketed away, leaving a colorful contrail in her wake.

Big Macintosh gathered Bud up in his huge hooves as the hovering colt came into reach, a pouting look on his little face. The massive stallion cocked an eyebrow at his son. "Now ain't y'all just a naughty l'il balloon? Looks like somepony better let the air outta y'all before ya float away again."

Before Bud knew what was going on, his father had pulled him in and proceeded to blow a raspberry on his little round tummy, causing him to kick his tiny hooves and flutter his wings as he cackled with glee. Fluttershy smiled beatifically from the porch at her husband and son's antics, as she set aside the bottle and raised her tiny, daffodil colored daughter to her shoulder to burp her.

The gentle pegasus mare looked over as the door swung open and Applejack poked her head out, her usual cowpony hat replaced by a kerchief and an apron while she worked in the kitchen. She cocked a wary ear. "Was that Rainbow Dash I heard just now?"

Fluttershy nodded to her sister in law as she gently tapped her little daughter's back between her tiny wings. "Yes it was. She's going to be joining us for dinner. Big bunny just sent her to the hay barn to see what the girls are up to."

The blonde farm pony pursed her lips as a guarded expression washed across her freckled face. "She... uh... she didn't seem... uh... mad at all, did she?"

The pale yellow pegasus shook her head as a soft burp sounded at her shoulder. "Oh no, she was the same happy go lucky Dash she always is."

She let out a mellow chuckle. "Well, um... the tip of her tail was a little damp after Bud got done with it, but she didn't really seem to mind."

She cocked her ear curiously as she released Blossom to flutter over and join in the horseplay going on between Big Macintosh and her twin brother. "Why would she be mad? I thought you two talked things over last night and made up."

Applejack nodded hastily. "Oh yeah, that we did."

Fluttershy raised an eyebrow. "So why would she be mad today? Didn't you apologize to Mr. Soarin and..."

She fell silent as the blonde mare interrupted her. "Whoop! Better go check on the biscuits. Why don't y'all go upstairs and see if Windfall n' Granny Smith are awake from their naps yet." With that she made to hurry back inside.

The freckled earth pony stopped as the yellow pegasus' gentle voice called out to her, and she looked back to meet the gaze of a pair of suspiciously narrowing aquamarine eyes. "Applejack... There better not be any more yelling after I get the foals down for the night, or so help me I will buck both your backsides so hard you'll need a telescope to see your cutie marks. Okay?" The eldest of the Apple sisters could scarcely believe that such sweet, velvet soft tones could carry such implicit threat.

The farm mare only laughed nervously and gave her sister in law a weak smile, which the soft spoken pegasus returned cheerfully with a tiny squeaky toy noise. She vanished back inside the farmhouse as Fluttershy huffed and blew a strand of her pink mane out of her face, muttering to herself as she headed inside after Applejack and made for the stairs. "It's always something with those two..."

***

Twilight Sparkle adjusted her goggles with her telekinesis as she called out to Harmony Aeronautic's Chief Engineer with a slightly annoyed tone. "Apple Bloom, I think you've gotten the harness properly adjusted by now, don't you?"

The young earth pony gave a start, letting go of the strap she was tightening, and cast a sheepish look over her shoulder at the lavender unicorn. "Oh, uh... yeah... everythin's just dandy... we're go for haunch... I mean launch! Launch! Go for launch."

Rarity let out a soft chuckle and gave the hotly blushing handymare a sly grin as the redheaded pony stepped down from the platform. "I'm sure Pip appreciates your thoroughness, darling."

The spotted stallion gave a confident nod, reaching up a hoof to lower his goggles into place with an eager grin. "Indeed I do, Miss Apple Bloom." He turned to admire the harness, its wings hanging loosely down at his sides with newly applied Harmony Aeronautics logos on the canvas between the wooden spines, and gave an experimental shake of his withers. "Snug and tight and ready for flight, as the old sky skippers say."

Pip drew himself up with a toss of his head. "I daresay I'm ready when you are, ladies."

Twilight gave a nod to Spike, who stood poised with quill and parchment. "All right. Begin taking notes, Spike."

She cleared her throat, an avid grin appearing on her face. "Harmony Aeronautics Personal Flight Harness, Mark Three, Test Two."

Her horn began to glow with purple magic as she stepped up onto the platform and touched it to one of the wings. "Casting the spell."

As the sparkling aura suffused the harness and subsided, the lavender mare stepped back down and turned to face Spike with a bob of her horn. "Make a note that I will not be guiding, levitating, or otherwise influencing the motion of the harness in any way, save in the event of an emergency in which case I will use my telekinesis to assure the test subject's safety."

As the adolescent dragon complied with a scribbling of ink across the page in his clear, angular handwriting, she turned her attention back toward the pinto stallion with a businesslike expression on her face. "All right Pip, the harness is now enchanted to follow your subconscious commands. All you need to do is think about what you want it to do, and it will do it."

Pip lashed his tail in anticipation as he crouched to make a leap. "Jolly good! Lets see what these things can do, shall we?"

Twilight pursed her lips and pointedly cleared her throat. "Why don't you start out with a simple ascent, say twenty hooves or less?" She gave him an apologetic smile. "Lets learn to walk before we start galloping, eh?"

A slightly crestfallen look flitted across the young stallion's face as he stood to attention and gave a salute. "Right-o. Up I go."

The wings hanging at his sides shuddered, and moved slowly up and down, rising and falling in a faster and faster cycle until they began to beat in a steady rhythm. He let out a laugh as he began to rise up toward the rafters of the barn. "Oh, that's cracking that is! Absolutely top shelf!"

Twilight nodded in satisfaction. "Okay, now bring it back down."

Pip swished his tail with a pleading look on his face. "Must I?"

The lavender mare rolled her eyes. "Yes. I'd rather find out you can land now than find out you can crash later, okay?"

The young stallion gave a chuckle. "Quite so, I suppose what goes up must come down." He lowered gently to the platform and touched down with a soft tap of his hooves.

Twilight flicked an ear with a wry grin. "That's what Haystack Neighton said."

Her expression became serious again, although her eyes were gleaming with excitement. "Now go back up to about forty hooves, and try to fly in a clockwise circle."

Pip lifted off, hovering in midair for a few moments before turning and banking into a slow, circular flight pattern over their heads. He looked down with a broad smile on his face as a giddy, trilling laugh bubbled up from Rarity. She began to dance from hoof to hoof. "It's working! It's working!"

The lavender unicorn gave a slight nod. "We'll see... Pip, please stop circling, hover for a count of five, and then fly in the opposite direction."

A slightly nonplussed expression washed across the young stallion's face as he did a few more revolutions and finally drifted to a stop, losing a bit of altitude as his coltish face hardened in concentration. A few moments later, he rotated himself to face the other direction and started flying another circular path.

His voice was grave as he furrowed his brow. "Hmmm. Bit slow to react, I'm afraid. Took a few more laps than I intended there." He pursed his lips. "And I'm feeling a bit of resistance, like the wings are a bit on the heavy side."

At this Apple Bloom spoke up, her eyes riveted on the harness rather than it's occupant for a change. "Ya reckon maybe I built 'em a little too sturdy, gals? I could start lookin' at ways to decrease the weight..."

Twilight tapped her chin with a hoof. "Maybe. The original spell was calibrated for gossamer and morning dew, maybe I need to increase the motivating force a bit."

The red headed earth pony turned to glance over the blueprints and notes lying weighted down with stones on a nearby table. "I guess we're gonna need to do a l'il back n' forth with that, Twilight. Don't wanna crank up the force so much the wings can't stand up to it." She looked back to Rarity and Twilight. "And on the other hoof, we're definitely gonna want to see what we can do to lighten the whole rig up anyhow. Right now it's kinda like yer strappin' a gazebo onto yer back."

Rarity chimed in, settling down from her happy dance as her fashion designer's instincts took over and caused her to stare up at the harness with an appraising, sapphire gaze. "I quite agree. They could be much more elegant, although I'll let you girls work out magic versus mass before I start styling."

She smiled up at their circling test pony and batted her eyes. "That being said, you do cut quite a rugged figure in this set, Pip darling." The alabaster unicorn cast a sidelong glance and a wink at the red headed earth pony mare. "Don't you agree, Chief Engineer Apple Bloom?"

The young handymare blushed and opened her mouth to reply when a sandy voice called out from the barn's wide doorway. "Hey guys, what's... up?"

They all turned to see Rainbow Dash hovering just outside with her eyes wide and jaw hanging open.

Pip let out a chuckle and brought himself to a stop, rotating to face her as the artificial wings beat steadily, keeping him aloft. "I am, at the moment. Jolly good to see you Miz Rainbow Dash. Lovely day for flying is it not?" His raffish grin gleamed with a small spark as he cocked an eyebrow.

The chromatic maned pegasus didn't answer, flying slowly forward with the same stunned expression on her face.

Rarity broke the awkward silence that ensued with her silvery voice. "Rainbow Dash, allow me to present the Harmony Aeronautics Personal Flight Harness. It was all Twilight's idea, with Apple Bloom and I providing the wings and harness for her to enchant. Once its perfected, it will be an easy way for any pony to soar among the clouds."

Twilight stepped forward. "It uses the same spell I cast on Rarity when we came to cheer you on at the Young Flyers Competition. Only this time, the wings are much more durable, hopefully obviating the need for a pegasus rescue."

She cocked her head as Dash continued to stare with shrinking pupils and iris' at the hovering form of PIp, who's smile was beginning to fade into a look of mild discomfort at her continuing scrutiny. The scholarly unicorn flicked an ear as she looked up at her old friend. "Um... Dash? What... what do you think?"

The rainbow maned pegasus' head snapped toward her as her eyes flared and her lip curled back in a snarl. "What do I think? I think it's TERRIBLE!"

The stunned expression that Rainbow Dash had been wearing settled on the faces of all four ponies and their dragon stenographer as their ears laid back and their tails drooped in shock.

Twilight found her voice with considerable effort as the precise wheels in her mind simultaneously spun wildly and locked up. "Wh... what?"

Dash reared up, waving her hooves over her head. "What? WHAT? Can't you see what you're doing? You're ruining everything! You just took your little magical unicorn horn and stabbed the entire pegasi race in the back!" Tears began to pool at the corners of her eyes. "How... how could you?"

Before anypony could reply, she wheeled with a ragged sob and rocketed skyward, leaving her stunned friends staring at her rapidly fading rainbow contrail.

***

Soarin found himself being roughly shaken awake, and rolled over to see Rainbow Dash standing over him, the cyan hair on her cheeks streaked flat by tears. He blinked the sleep out of his eyes and sat up with concern on his face. "What... what's th' matter, Dash?"

She turned away, lashing her tail behind her. "Pack your saddle bags, Soarin. We're leaving."

The sky blue stallion scrambled to his feet, nearly stumbling into the pegasus shaped indentation he'd left in the floor of his room as he followed her with his ears laid back on either side of his sleep tousled mane. "What? What do you mean? Where are we going? I can't leave, I have to report for work tomorrow."

Dash replied with a growl as she disappeared inside the door to her room. "That doesn't matter. We'll all be outta work soon anyway. Might as well get used to it."

Just as the puzzled stallion opened his mouth to further question his fuming host, a soft voice came from the doorway to the outer terrace. "Rainbow Dash? Are you here?"

He turned to see a pale yellow pegasus with a flowing mane of pink hair, which she instinctively ducked behind as she met his gaze. "Oh, M-mister Soarin. I'm sorry if I disturbed you with all my yelling. Is Rainbow Dash here?"

She was answered by a crash from the inside of Dash's room that caused both her and Soarin to flinch. A moment later the cyan pegasus mare came stomping out and gave the newcomer a hard glare. "What do you want, Fluttershy?"

The butter colored mare ruffled her wings and took a tentative step forward. "I wanted to talk to you." She paused for a moment, then drew herself up a bit. "Actually, we all want to talk to you. Rarity and Twilight are just beside themselves right now."

Dash scowled. "And you're beside them too, I bet." She huffed angrily, her lip curling with disdain. "Of course you are. I guess you of all ponies wouldn't have a problem with what they're up to."

Soarin raised an eyebrow. "What are they up to?"

The rainbow maned stunt flyer threw him a glare. "Only making you and me and every pegasus pony obsolete, that's all. Just taking away the only thing that sets us apart and makes us special."

At this Fluttershy's wings flared, and she softly stomped a hoof on the spongy cloud floor beneath her. "Rainbow Dash, if you think flying is the only thing that makes you, me, or any other pegasus special then I think you're doing us a bigger disservice than Twilight and Rarity ever could."

Dash bit her lip and angrily averted her eyes from the soft spoken pegasus' earnest gaze. "I don't expect you to understand, Fluttershy. You spend so much time on the ground you're practically an earth pony anyway."

The pink maned mare began to advance on her cyan colored friend, who quailed at the intensity suddenly radiating from her aquamarine eyes. "All right. Since you're the expert, maybe you can explain to my babies the difference between a pegasus and an earth pony. Maybe then they'll understand why their daddy can't go everywhere they can. Maybe you can explain to Pinkie Pie's daughters why their mommy can't play with them up in the clouds, and why she cries herself to sleep every night because of how badly she wants to."

Dash's voice cracked as she looked away, casting a pleading glance at the sky blue stallion who stood watching the confrontation with a furrowed brow. "Soarin, b-back me up here. You... you fly for a living just like I do."

The heavyset former stunt flyer slowly shook his head. "Sorry Dash, I'm with Mrs. Fluttershy on this one. If there were a way for earth ponies to fly then... then maybe my parents would never have given me up."

Fluttershy and Rainbow Dash both looked at him in shock, as he sniffled and dragged a foreleg across his snout, fighting to maintain a stoic expression. He looked back at his former team mate with glistening eyes. "Yeah, that's right. I was a balloon basket baby. I wasn't lucky enough to have parents like the Cakes or Pinkie Pie and her husband. My folks sent me off to an orphanage in Cloudsdale with no return address, and from there I spent most of my foalhood bouncing from foster home to foster home. The Wonderbolts were as close as I ever got to having a family."

Dash sat heavily down on her rump, her maroon iris' flicking rapidly back and forth as she took this in. Her voice came small and shaky. "You... you never told me you were a threebee, Soarin."

The stallion gave a halting shrug. "Not the kind of thing that comes up in casual conversation, Dash. The only reason I bring it up now is because if your friends are coming up with something that makes further editions of my life story less likely, then yeah, I'm all for it."

The rainbow maned pegasus turned back to Fluttershy with watery eyes as the soft spoken mare took a step toward her, holding out a wing. "Rainbow Dash, you said that these are what set us apart, but I think that being apart is no way for ponies to be."

She sat down in front of Dash and drew her into a hug, speaking gently into her laid back ear. "Do you remember how isolated you felt when you thought you were gonna make a foal of yourself at the Young Flyers Competition? Do you remember how it felt when the girls found a way to be there for you?"

Dash screwed her eyes tightly shut, trying to hold in the tears. "Y-yeah." She gave a halting shake of her head. "But... but I also remember how it felt to have Rarity showing me up with those fancy wings Twilight gave her."

At this Soarin chimed in, his voice even and earnest. "I was kinda bucked out during the exciting bits, but I seem to recall that you were the one that took the tiara that day, and the gal with the fancy fake wings was the one who needed rescued." He cleared his throat and rubbed the back of his neck as a faint blush appeared on his cheeks. "Not counting the three professional flyers who needed you to pull their tails out of a terminal as well."

Fluttershy reached up with a wing tip and wiped away one of Rainbow's tears. "Mr. Soarin raises a good point there, Rainbow Dash. Do you really think a pony wearing a set of artificial wings would ever be able to replace one who was born and bred to fly? I'm a pretty good swimmer with a snorkel and flippers, but you'd never mistake me for a fish."

She gave her oldest friend a smile. "The important thing is the snorkel lets me visit my little friends in the lakes and rivers, just like Twilight and Rarity's wings will let earth ponies and unicorns spend more time with their pegasus friends." She cast a gentle gaze toward Soarin. "Or their families."

The rainbow maned pegasus returned Fluttershy's hug, and sat back with a fragile smile on her face. "When you put it that way, I guess it's the same as that whirly thingamajig I had rigged up for Tank so he could play with me, isn't it?"

The butter colored mare nodded, her smile widening. "That's right, and I know for a fact that none of the birds ever thought he was going to replace them."

She cocked an ear as a wry expression tweaked at the corner of her mouth. "Well, the poor falcon was disappointed that he didn't get to be your pet, but he was a gentlecolt about it, and I eventually found him a good home with Archer and his family."

Dash let out a sigh and looked at her two companions with a contrite expression on her face. "I think I better get back to Sweet Apple Acres and tell the girls I'm sorry."

***

Rarity and Twilight came tumbling out the front door of the farmhouse, their manes disheveled and their eyes red rimmed and wet with tears, and fell into Rainbow Dash's embrace as soon as her hooves touched the ground. All three of them babbled out heartfelt apologies and stammered explanations before subsiding to sobs and the wordless mutual warmth of forgiveness.

Soarin and Fluttershy touched down shortly after Dash, both a bit out of breath from trying to keep pace with her. The blue stallion stood watching the three old friends' reconciliation with a lopsided smile, while the butter colored mare quietly made her way around them up to the porch where her towering husband stood. She gave him a tender kiss on his freckled cheek and took her place at his side with a sweet smile on her face.

Three more earth ponies soon joined them, as the Apple sisters and Pip stepped out onto the porch. Applejack met Soarin's gaze and gave him a terse nod, which he returned with a guarded expression and a bob of his head, neither of them wanting to mar the tender scene with any issues they may have had with one another. Apple Bloom let out a fond sigh at the sight of the two unicorns and the rainbow maned pegasus sharing a group hug and leaned against Pip's side. The young stallion drew himself up, momentarily startled at this unexpected contact, before giving the red headed mare a genteel smile and turning his attention back to the scene that unfolded in the barnyard.

As Celestia's beaming sun crept toward the horizon and painted swaths of red and purple the vastness of the sky, all was right, for now, on the ground below.

Part 10 - Home Cooking

Rarity and Twilight's hushed but vivacious voices could be faintly heard coming from the parlor, spinning their tale of the development of the flight harness with the occasional question or outburst of soft, sandy voiced laughter from Rainbow Dash.

Meanwhile, the Apple sisters busied themselves washing up after dinner. The two mares worked in silence save for the clink of glasses and plates and the rattle of casserole pans under the gushing of the faucet and the soft rhythm of the scrub brush strapped to Applejack's hoof.

Presently, the freckled farm mare sent a sidelong glance to her younger sibling. "So... I couldn't help noticin' that y'all're more than a li'l bit taken with Pip."

Apple Bloom's cheeks went bright red and she avoided meeting her sister's gaze, becoming inordinately engaged in polishing the plate she held in her hooves. She let out a nervous laugh. "What... whatever'd give y'all that idea? He's just our test pony. Any interest in his parts... I mean... on my part is strictly professional."

The blonde earth pony let out a sigh and leaned a foreleg on the sink, turning toward her sibling and giving the young handymare a deadpan look. "Sugarcube, y'all should know better'n t' try n' hornswoggle yer big sister. All the hungry looks y'all were givin' tonight were sailin' past my cookin' and were pointed right at him. I ain't never known a pony t' keep droolin' after the dessert plates had been cleared away."

The red headed mare tossed her bandanna bound mane and rolled her eyes, the plate in her hoof beginning to gleam beneath her dishtowel as she continued to rapidly burnish it. "Well I couldn't help noticin' that y'all were starin' pretty hard across the table at Mr. Soarin."

Applejack snorted and tossed her head in reply, picking up another plate from the soapy water in the sink and scrubbing at it with faster and faster strokes of her scrub brush. "I was just watchin' that ill mannered galoot t' make sure he wasn't gonna embarrass himself and th' rest of us by tryin' t' mash his face into the casserole dish or somethin'."

The two mares lapsed into a tense silence, the scrubbing of Applejack's brush and the squeaking of the plate under Apple Bloom's towel forming a brisk counter rhythm to one another.

Both sisters let out a startled yelp and dropped their plates into the sink with a clatter as a soft voice sounded behind them. "I finally got Windy and the twins settled. So many new ponies certainly had them wound up tonight."

Fluttershy cast a quizzical look between her sisters in law, who'd rounded on her with ears laid back and tails lashing. "Do you girls need any help in here?"

Apple Bloom cast a glare at her big sister. "AJ here needs help understandin' that even though Pip is handsome and brave and charmin' and looks smokin' hot in his uniform and has a smile like all o' Luna's stars shinin' at once and has got a set o' flanks on him y'all could bounce a hoof full of bits off of, that don't mean I wanna grab him by his mane and ..." She blinked, blushing hotter, as she gave her head a shake and hastily cleared her throat. "Well, I kinda lost track o' what I was gonna say but she don't know what she's talkin' about neither."

Applejack pursed her lips and rolled her eyes. "And Apple Bloom here needs t' understand that I ain't remotely interested in an overgrowed foal whose mama never taught him how t' behave in polite company..." A look of distaste scrunched up her muzzle. "I was only watchin' him t' make sure he didn't make too much of a mess on one o' Granny's table cloths."

At this Fluttershy pawed at the ground, raising the eyebrow that wasn't obscured by her draping pink mane. "Um... are you talking about Soarin, Applejack?"

She met her sister in law's gaze. "He never knew his mother. His parents abandoned him when he was a foal, probably because they were earth ponies who couldn't..." Her butter yellow brow furrowed. "... or even worse didn't want to try to raise a pegasus."

The freckled farm mare's jaw went slack as her green eyes widened, her ears laying back on either side of her blonde ponytail. "He... he was... but... then all that stuff I said t' him at th' town hall was..." She let out a moan as she sat heavily on her muscular haunches and raised her front hooves to cover her eyes. "Ohhhh... Sweet Celestia's shimmerin' kiester, I ain't felt this small since that first time I got Poison Joked."

Apple Bloom gave her sister a smug look. "And here we are fresh outta pies."

Applejack favored her with a withering glare before turning her earnest eyes back toward the butter colored pegasus. "I reckon I oughta apologize t' him without pie cloudin' the issue. Where is he right now, Fluttershy?"

The soft spoken pegasus nodded past her shoulder toward a window facing out toward the apple groves outside. "Big bunny took him and Pip out for a little stroll around the farmyard and some stallion talk."

The blonde earth pony untied the cord on her apron and shrugged it off, using her tail to flip her hat off of a peg by the back door and down onto her head. She paused and gave her sister and sister in law a resolute look. "I hope y'all don't mind finishin' up in here, but I got a couple messes of my own t' clean up."

Fluttershy gave her a nod and a smile, as Apple Bloom handed her the towel and shifted positions to take over at washing the dishes. As Applejack headed out the door, the pink maned pegasus turned to her younger sister in law with a gentle smile on her face. "So... um... I think you and Pip would make a really cute couple..."

The red headed earth pony mare let out an exasperated groan and dunked her head in the sink.

***

Big Macintosh leaned nonchalantly against a large boulder sitting at the edge of Sweet Apple Acre's main compound, nodding casually at a hoof shaped indentation in its cracked, stony face. "Eeyup. Normally when I lay a kick into a boulder o' this size, it just busts into a mess o' smaller pieces, but this ol' colt popped outta th' ground like a big ol' peach pit and flew about a furlong or so. Durn thing landed right on top o' th' wagon I was fixin' to use to haul away the rubble. Smashed it t' flinders, which is pretty ironic when y'all think about it..."

He slowly shook his head as he switched a shaft of hay from one side of his mouth to the other. "AJ was mighty upset 'bout that ol' wagon gettin' busted up."

The hulking red stallion cast a level gaze at Soarin and Pip, who stood gaping at the sheer size of the rock. "And I sure don't like it when anything, or anypony, upsets either of my sisters. I reckon the only thing that'd rile me up more would be somethin' upsettin' my darlin' wife or my little ones. "

The sky blue pegasus cast a nervous glance over at the spotted earth pony as Pip flicked an ear with a quizzical expression on his face. "I say. Surely smashing the wagon wasn't the stone's fault, it was yours." Soarin' blanched, suppressing the urge to cram a hoof into the youthful test pony's mouth.

Big Macintosh nodded slowly as he laid a broad hoof in the indentation, where it fit snugly. "Eeyup, sure 'nuff it was, young feller. That's how come I hauled it over here as a reminder t' be more careful instead o' stompin' it into grit with my bare hooves."

Soarin cleared his throat skittishly, his wide green eyes locked on the boulder. "So... uh... so you can crush rocks with your hooves, huh?"

The huge earth pony slowly switched the straw back to the other side of his mouth. "Eeyup. If'n they're about the size of, say... a stallion's head. Just a li'l downward pressure and they crack like a walnut. I don't dare try t' kick 'em, that just launches 'em oh... maybe about as high up as yer average pegasus can fly. I sure as shootin' wouldn't wanna knock anypony outta th' sky that way."

Pip pursed his lips thoughtfully. "I imagine the local pegasi wouldn't be terribly keen on it either."

At this Big Macintosh gave a chuckle and shook his head. "Nnope. But they know I don't bear 'em any bad feelin's. Heck, my son and daughters are all pegasi, and I want nothin' but clear skies fer 'em."

His chuckle took on a bit of a darker edge as he looked skyward. "'Course, things might git a bit more rocky up there once my li'l gals are old enough t' start datin'."

Soarin let out a strained chuckle of his own as Pip gave Big Macintosh a grin that glinted in the moonlight. "Well, if they grow up to be as lovely as their mother and aunts, which I have no doubt they shall, I daresay the skies over Sweet Apple Acres will be quite awash in hurtling masonry."

The huge red stallion's face was impassive as he gave the spotted earth pony a long, flat stare, slowly working the straw back to the other side of his mouth. "Eeyup."

After another long silence he turned and started walking away. "If'n y'all wanna come with me, I can show y'all th' shed where we keep our cider press."

As the two smaller stallions fell into step behind him, Soarin leaned in with a hoarse whisper, his eyes wide with barely suppressed panic. "Are you trying to get our skulls crushed?"

Pip flicked an ear, looking a bit taken aback by what the heavyset pegasus stallion was saying. "Whatever do you mean, my dear fellow?"

Soarin flared his wings for emphasis, despite a sudden inability to say anything coherent enough to emphasize. "What do I...? Wh... His sisters... Applejack... Me... You... her little sister... the boulder... my face... flying rocks..." He trailed off with a shudder as he saw Applejack walking resolutely up the path toward them.

He tucked his wings tightly to his sides and tried with minimal success to hide his bulkier frame behind Pip. "Uh oh, here she comes. Does she look upset? Please, Celestia, don't let her be upset."

She came to a stop before her hulking brother, meeting his eye with a steady gaze as she gently waved her tail behind her. "Howdy, Mac. I need t' talk t' Mr. Soarin a bit if'n y'all don't mind."

Before the laconic stallion could reply, the sky blue pegasus let out a whicker of stark terror and dropped to the ground with his fore hooves shielding his head. "I'm sorry! Whatever it was I did this time I'm sorry! Please don't be upset with me!"

The trio of earth ponies stared at him with quizzical looks on their faces, before Applejack made eye contact with Big Macintosh and gave a jerk of her head down the path. He nodded and turned to Pip. "Come along, young feller. Lets go grab a couple jugs from the cider cellar and see if'n any o' the gals back at the house would like a taste. I know for a fact Miz Dash'd be game."

As the other stallions receded into the dim moonlight, Applejack walked up to stand beside Soarin's cowering form and cleared her throat. "Y'all wanna walk n' talk for a spell, Mr. Soarin?"

He flinched, then uncovered his eyes and looked up at her from his prone position. "You... you're not upset with me?"

She let out a sigh and gave him a comforting smile as she helped him to his hooves. "As long as y'all ain't upset with me, I reckon maybe you and me can call it even and start over from square one."

The trees rustled as they walked slowly along the perimeter of an orchard with small green apples popping from the ends of every branch. Presently Soarin spoke to Applejack in a tentative voice. "So... last time we, uh... talked, you said you didn't have anything else to say to me." He gazed at her profile with searching eyes. "What changed your mind?"

The blonde mare let out a sigh. "Well, some of the things I said to y'all earlier today seem a lot meaner now that I know a couple things I didn't know before."

The dark maned pegasus cocked his head. "Like what?"

Applejack's head dipped a little as her ears drooped. "Well, Fluttershy told me that y'all were abandoned as a foal."

Soarin could see a slight glimmer at the corner of her eyes as she found her voice to continue. "So all those cracks I made about yer mama not teachin' y'all any manners or you bein' raised by timberwolves... Well... I'm sorry."

Soarin gave a shrug. "No way you coulda known. I don't really like to talk about it. I spent most of my foalhood bouncing from foster home to foster home, which is kinda like bein' raised by timberwolves I guess. I kinda left that all behind me when I got scouted by the Wonderbolts outta high school."

The blonde earth pony let out a long sigh and gave a solemn nod. "Well, as one orphan to another, I know how it is. I don't really talk much about losin' my Ma n' Pa, and my brother's got even less t' say. Apple Bloom was so young she don't really remember 'em at all. I dunno if that makes her the lucky one or not."

The pegasus stallion ruffled his wings. "Well, you had each other, and your grandma, and this farm, which makes you all way luckier than I ever was. I didn't have anything like a family until I joined the 'Bolts."

He gave another shrug, his voice becoming a bit thick with emotion. "'Course that's not quite the same, 'cos as close as I was with my teammates, they all had families of their own that they'd go home to be with on breaks, leavin' me to celebrate Harvest Festival and Hearth's Warming all by myself in whatever hotel buffet I ended up in at the tour's end."

Soarin let out a wry chuckle as he shook his head. "Y'know, for the longest time I thought I was livin' the high life. No ties to anypony but my teammates, no responsibilities except keepin' in shape and learning the routines. Chowing down on top flight cuisine and all the other perks that came from bein' a celebrity. Sure beat the cheap oatmeal and fortified hay I grew up on. I thought I had all I'd ever need."

He shook his head. "And it was that way for a while, but then comes this one night I'm pulling meet n' greet at the Grand Galloping Gala, and as I'm heading in to look good and smile for the cameras, I buy this pie from this pretty... no... this beautiful mare selling from a cart right there on the castle grounds."

He met her eyes, a slight blush flitting across both their faces in the silvery twilight before the stallion looked away again. "I took one bite, and suddenly I couldn't stop eating that pie in big, messy gulps until it was gone, grinning like a foal all the while as I lapped up every little bit of it and licked the plate clean. Something about it filled up this empty space I had inside me that I didn't even know I had. Do you know what it tasted like, Miss Applejack?"

The mare cocked an ear and gave a flick of her tail. "Well, if'n y' bought it off me then I reckon it probably tasted like apples."

Soarin let out a rueful laugh. "Yeah, some of the sweetest apples I ever had, and a crust so light and flakey you'd think it had cirrus clouds mixed in, but that's not what got to me." He drew in a ragged breath, looking around him as a soft breeze rustled through the orchards and swirled into the farm compound.

He finally drew up his gaze to meet hers, a bit of moisture welling at the corners of his green eyes. "It tasted like home."

He gave a halting laugh and a shrug. "I dunno if I can really explain it any better than that."

Applejack stepped forward and pulled him into a hug, laying her chin tenderly on his shoulder and speaking to him in a gentle voice. "I know just what ya mean, sugarcube. I know exactly what you mean."

A short while later they disengaged, and the blonde mare gave him a gentle smile, reaching up to wipe away a tear that was running down his cheek. "Well you listen, Mister Soarin, as long as yer livin' in Ponyville y'all can stop by Sweet Apple Acres anytime and get all th' pie you want."

Soarin choked back a sniffle. "I'd like that, Miss Applejack. I really would..."

He cleared his throat and raised his head a little. "But I've been thinking kinda hard about what you said to me earlier, and I think I'd rather earn that pie than just have you give it to me out of pity."

Applejack's tail gave a twitch as her brow furrowed pensively. "How do ya reckon y'all are gonna do that?"

He shrugged his shoulders, causing his wings to rustle softly in the breeze. "I dunno. I guess I'll start by picking myself up and tryin' to make a better pony out of myself. Get outta this dive and start climbing again. Stop going down, start going up. Clean up, straighten up, shape up. And from there, see how high I can go."

The blonde farm mare looked at him with shining eyes. "Now yer startin' t' sound like a Wonderbolt." She reached up and laid a hoof on his shoulder. "But listen, y'all don't have t' make that climb by yerself. Me and my family, and all the folks in Ponyville, they're here for y'all if'n ya wanna make yer home here."

He shuffled his hooves and gave her a shy smile. "Thanks, Miss Applejack."

The pegasus stallion turned his gaze skyward. "Anyway speaking of home, I'd better be getting back to Rainbow's place and get to bed. I've got my first day with the weather patrol tomorrow."

He blinked in surprise as Applejack leaned in and gave him a peck on the cheek. "Well then good luck to ya. I'm sure it'll be a beaut of a day tomorrow. "

With that, she turned and headed away down the path back to the farmhouse, smiling back at him over her shoulder. "See ya around, Soarin."

The sky blue pegasus stood staring into the soft twilight with a stunned look on his face that blossomed into a besotted smile. As he felt his knees begin to wobble he launched into the air with a whoop, turning a loop in the air before flying off with his legs hanging limply beneath him and a growing trail of little red hearts bubbling in his wake.

Part 11 - Departures

A few days later Rainbow Dash and Soarin stood on the front terrace of the chromatic maned mare's old home, now officially transferred over to the newly transplanted stallion's ownership, looking the airborne structure over with a measure of satisfaction as the early rays of the sun played across its billowing clouds and columns.

The sky manor was looking much better from when they'd first arrived, with the wisps scraped off and the rainbow fountains showing a bit more of their old color. A weekend's work by several of Dash's old friends from the weather patrol, most of whom were rapidly becoming Soarin's new friends as well, had taken down those parts of the baroque structure that were too decrepit and consolidated the house into a very serviceable dwelling for a bachelor pegasus. Empty bags of cloudcrete mix lay in a pile waiting to be dropped off at the dump, and a few pieces of flat packed furniture shipped in from the Cloudsdale Skykea lay by the door ready for Soarin to pull them inside and set them up.

Dash adjusted the saddlebags slung across her back and put on her goggles, leaving them waiting across her forehead for when she was ready to depart. She stepped forward and took her teammate into a hug, and when they disengaged she gave him a lopsided grin. "See, Soarin. I told ya things would work out all right."

The sky blue stallion let out a chuckle. "Yeah, I guess they did. Right now my biggest problem is getting Rumbles to remember that he's the one who's supposed to be showing me the ropes, not vice versa."

The rainbow maned mare shook her head with a wry grin. "He's always been a go getter, that kid. I just think he'll just take a little while to get over the fact that he's partnered with one of his colthood heroes."

Soarin shrugged. "Well, I dunno about that, but I'm happy to keep signing his trading cards and show programs as long as he keeps signing my time sheets."

Dash stretched her wings and pulled her goggles into place. "Whelp. Speakin' of time, I'd better get goin' if I wanna make it to Hoofington in time to rendezvous with the 'Bolts. I'll send your love to Spitfire and give Shootin' Star a strato-wedgie for ya."

The dark maned stallion gave her a nod, a bit of moisture glistening in the corner of his eye. "Clear skies, Dash. And thanks, for everything."

The cyan mare stepped up to the edge of the terrace, but paused as she was about to take off and turned to face her teammate once more. Her expression was solemn. "Uh... Soarin' there's just one more thing. I've been thinking a lot about Twilight and Rarity's big project, and about how I reacted when I first saw it in action."

The sky blue pegasus stepped forward with his head cocked in curiousity. "Yeah?"

She pawed at the fluffy edge of the terrace with a hoof. "Well, I'm kinda worried about what other pegasi might think, or more importantly what they might do if they take it the wrong way like I did. You know how our kind can be. We're fighters. If we don't like the color of a cloud we start kickin' 'til lightning comes out."

Her maroon eyes focused on the distant, mist shrouded treetops of Sweet Apple Acres as she spoke in a pensive voice. "I mean... I totally lost my head there, and the only real reason I came around in the end was because I love those guys like they were my own sisters, and I had you and Fluttershy to calm me down before I stormed off in a huff or did or said something I'd regret."

Soarin laid a hoof on her shoulder as he gave her a reassuring smile. "I'll keep an eye on them and an ear to the wind."

Dash's smile returned, as she looked him earnestly in the eyes. "Thanks, Soarin. And if you ever need me to lend a hoof, just send word and you'll be seein' a sonic rainboom on the horizon in ten seconds flat."

The sky blue stallion reached up a hoof to bump it with his team mate. "Just save that light show of yours for dazzling the crowds, I'll keep the thunderclouds quiet around Ponyville."

She returned his hoof bump and gave him a salute. "Okay, okay. Keep the blue up and the dirt down, Soarin."

With that, she leaped into the clear, early summer skies with a beat of her wings, cutting a rainbow furrow across the vast cerulean dome that cradled Celestia's gleaming sun.

***

The doors on the Harmony Aeronautics barn swung open with a creak as Pip stepped out into the sunlight with an improved flight harness strapped on over his heavy canvas jacket. The wings were lighter and more mobile, with changes to the attachment points that allowed them to be folded back against the wearer's sides when not in use.

The young stallion looked up with a bright grin as the rainbow trail sliced across the sky. He was joined on the dew beaded grass by Twilight Sparkle, Rarity, Apple Bloom, and Spike, who all raised hoof or claw to wave as high above their old friend departed the skies over Ponyville.

The pale unicorn turned to her colleagues with a smile. "Well, darlings, that's a good omen if I've ever seen one. Shall we begin?"

Pip took a few steps forward and craned his neck to pull at a cord hanging from his right shoulder. With a crisp snap the wings deployed to a horizontal position. He cast one of his sparkling grins back at the mares and adolescent dragon. "Ready when you are, ladies and gentledragon."

Twilight gave a resolute nod. "All right. Spike, begin recording. Harmony Aeronautics Personal Flight Harness, Mark Four, Test One. Casting the spell now." She stepped forward with a coruscating ball of light radiating from her horn, and touched it to the tip of one of the wings, where the glow proceeded to spread until it washed over the entire harness, lingering in swirls around the attachment points as it faded away.

She backed up to stand between Spike and Apple Bloom, who stood biting her lip with only the faintest blush on her cheeks. The lavender scholar used her telekinesis to lower her goggles into place. "Okay Pip, take it up and see how it flies."

The young earth pony stallion snapped her a salute. "Right-o! Up, up, and away!"

He dropped into a half crouch as the wings began to flap, faster and faster until their downdraft started pushing the grass flat in a circular patch around his hooves. With an expectant grin he pushed up, springing skyward with a hearty laugh. He rose a good eighty hooves into the air before leveling out into a hover, and turned to call down to his employers. "Jolly good view up here, ladies!"

Down on the ground Apple Bloom muttered under her breath as her blush intensified a little. "Can't complain 'bout the view down here neither."

Rarity flicked an ear and cast the young mare another sly grin as Twilight kept her attention trained upward. "You know the drill, Pip. Try flying in a circle, clockwise at first for three revolutions, and then reverse direction and repeat."

The spotted earth pony gave a wave of his hoof. "Right! Here we go round the mulberry bush!"

With that he turned, and executed three wide circles in the air, stopped with a flaring of his hooves as his body angled a bit then leveled out, hovered in place and rotated to face the opposite direction, then made three more spins before drifting to a stop.

Down below, his audience was watching raptly. All three mares stood on the tips of their hooves and held their breath, while Spike furiously scribbled notes on the parchment, his own wings flapping absently behind him.

Pip's smile glimmered as he called down to them. "All I can say is you've done a cracking good job, ladies! She's handling like a charm! Response time and maneuverability are much better!" He emphasized his report by launching into a vertical loop, kicking his hooves skyward with a loud "Huzzah!".

Rarity and Apple Bloom instantly broke into loud squealing and cheering, alternating between hopping up and down and jogging in place, while Spike flared his wings and shot a gout of flame with a whoop as he pumped a clawed fist skyward. Twilight took a moment to shake out of her surprised gape at Pip's sudden, unexpected stunt, and soon joined her companions in their giddy celebration.

The young stallion inclined his head with a grand flourish in an aerial bow.

***

Late that afternoon Twilight stood and studied herself in a mirror lined alcove at the Carousel Boutique as Rarity figuratively hovered nearby with a shoal of sewing notions literally hovering around her in a cloud of blue magic.

Recent trends in formal wear for mares had moved away from a billowing, tulip shaped skirt in favor of accentuating the natural curves of the croup and flank, with intricately wrapped ribbons binding the tail for a more sinuous, tassel like shape hiked over a trailing hem that was often enchanted to float a bit over the ground so as not to get dirty dragging on the floor or entangled in the hooves of other ponies. The overall effect was vaguely reminiscent of the ethereal tails of the Princesses, the imitation of whom was one of the subconscious underpinnings of fine pony couture regardless of what was currently in fashion. Stockings had come back into vogue, with the cannons of the forelegs wrapped in similar fashion to the root of the tail. Current necklines generally fell off from the withers, and were accentuated with decorative shawls, gossamer veils, or fabric stoles. Manes were worn up and adorned with more ribbons that could be configured in a dizzying array of bows, cascades, or braids.

The lavender unicorn's clinging ensemble was a dark indigo and midnight blue, accented with glittering white, geometric stars of diamond sequins that echoed her cutie mark, the ribbons wrapping her tail and forelegs and adorning her mane a velvety black edged in silver.

Rarity looked expectantly over her horn rimmed glasses. "So, darling, what do you think?"

Twilight let out a chuckle as she turned to look at her hairdo from another angle. "You probably should ask that mare standing there in the mirror, because I'm just a plain little academician and can't possibly be that elegant and sophisticated."

The alabaster coated fashion designer preened, a wry smile on her face. "Darling, any mare can be elegant and sophisticated with a little care, the right outfit, and most important of all the right attitude."

She turned and puffed a stray curl of her violet mane out of her eyes as Applejack's voice sounded from the doorway. "Well I tell y'all what, I sure ain't gonna be buckin' any apples in this getup."

A knowing smile flitted across Rarity's alabaster features as she turned to face her old friend. "Case in point..."

The blonde earth pony stood with a dubious look on her face, casting a wary eye over her own form hugging dress, this one an emerald green and mellow gold, with twining leaf patterned brocade and the occasional, apple shaped ruby brooch for accents.

Hats were currently quite out of fashion, but in the spirit of compromise (and of carefully picking her battles) Rarity had included a pristine white stetson in Applejack's ensemble, its brim edged in gold and green braid echoing the ribbons in the farm mare's pleated mane, and its filigree hat band adorned with more rubies. It was a tribute to the alabaster unicorn's skill as a designer that it didn't seem out of place at all with the elegant formal gown, instead feeling like just the perfect accent to complete the look.

Twilight spoke up in hushed tones. "You look amazing, Applejack."

Rarity tossed her mane with a smirk. "The apples would simply fall at your hooves to worship you, darling, if there were any room for them between all the stallions that would be doing the same."

The farm mare blushed beneath her freckles and dug her hoof bashfully on the unicorn designer's plush purple carpet. She looked over at the sound of more hoofsteps to see Apple Bloom come out of one of the changing rooms in her own newly fitted gown, with Rarity's unicorn assistant Thimble attending her trailed by a cloud of hovering pincushions, scissors, and thread.

The young earth pony mare's faintly metallic, bronze colored outfit was much more daringly cut than her elder sister or Twilight's gowns, showing a bit more of her long, shapely legs in their sheer, wine red stockings and clinging a bit more tightly to her flanks. A cascade of bronze and gold ribbons fell down her neck to her withers from a large, intricately looped bow, mirroring the fountain of shining ribbon wound in with her apple red tail.

Both Apple sisters locked eyes and simultaneously let out a long, low whistle,

Apple Bloom looked her sister up and down. "If'n Granny Smith saw y'all wearin' that she'd keel over dead as a doornail."

Applejack returned her younger sibling's stare with pursed lips. "If'n Granny saw y'all wearin' that she'd buck her way outta th' coffin, chase ya into th' house, n' nail the door shut behind ya."

Rarity stepped up between them with an urbane chuckle, floating her glasses off and passing them to Thimble, who took the spectacles and the rest of her employer's cloud of sewing gear into her own. "Well, it's a good thing that your dear grand mare isn't the intended audience."

She flicked an ear as the front door bell chimed. "Ah, speaking of whom, there's one of them now." A sly smile tweaked the corners of her mouth. "Right on time. Do come with me, girls, if you would."

The three mares followed the pale unicorn with quizzical looks on their faces as a devious sparkle appeared in Rarity's sapphire blue eyes.

Pip was standing in the foyer as they descended the stairs behind the Carousel's proprietress. Normally, he would have greeted them with a cheery hello and a glittering smile, but that was currently precluded by his jaw hanging slack in amazement beneath his wide, wondering eyes.

Rarity bustled up to greet him with her curled violet tail hiked vivaciously behind her. "Pip! Darling! So glad you could make it. I know this is all very much at the last minute and on the weekend too, but we were hoping you'd be so kind as to accompany us tonight." She cast a glance over toward the desk that held the boutique's register, where her shimmering blue magic retrieved a gold edged envelope stamped with the insignia of the Royal Opera House.

She smiled over it like a poker player with a royal flush in hoof. "I managed to pry loose a couple more complimentary tickets for tonight's Royal premiere. Being the lead costume designer does have some privileges."

Her canary-fed cat's smile widened. "I think if we manage to finagle our little chat with the Princesses, they would be quite interested to hear how our flight harness works from the brave pony who's been testing it."

Pip replied with the first thing that came to mind, which was nothing much beyond disjointed half syllables as his eyes focused raptly on Apple Bloom, who between her bronze colored dress and her fiercely blushing face and apple colored mane looked a bit like a brazier built in the shape of a mare.

Eventually, coherent words scrabbled and fought their way to the forefront of his mind, composed themselves, and came reverently out of his mouth. "Good heavens, Miss Apple Bloom, you're beautiful!"

The red headed handymare responded in turn by keeling over like an upturned table, landing softly on an ornate fainting couch that skidded to a stop beside her on a cloud of blue white magic. Her earth pony constitution shook it off instantly, and she thrashed into an upright position to find the handsome, spotted stallion had bounded forward and taken her by her hoof. Their eyes locked, and stayed locked.

Rarity spoke up with a tone of voice meant to sound thoughtful, but instead came out with an inflection usually employed by ponies saying "check" across a mostly empty chess board with a majority of the remaining pieces being theirs. "You know, it occurs to me that since this is the Apple sisters' first time sitting in the royal box at the opera, it would be most appropriate for them to have escorts."

She smiled over at the young stallion and mare, a slight waver in her elegant brow the only thing betraying her uncertainty that they were capable of understanding any form of verbal communication at this point. "Perhaps you would consent to Pip being your escort for the evening, my dear Apple Bloom?"

The young mare responded in a husky voice that sounded as if she were about to start coughing up rose petals. "Eeyup."

Pip's smile returned to his face, becoming almost incandescent.

Rarity's own smile widened as she turned to face Applejack, who'd leveled a flat stare at her old friend, a look composed of equal parts wariness, a familiar sense of exasperation, and a primal equine feeling usually heralded by a lasso descending around the neck. Her braided tail began to lash behind her in a nervous rhythm.

The alabaster unicorn ruffled the envelope hovering in front of her. "Now by some happenstance the box office sent me two extra tickets when I explicitly asked for one."

She paused, brushing aside the feeling that the blonde farm pony wasn't buying a word of it with a flick of her tail before continuing. "And it strikes me that Applejack, as another newcomer to the royal box, shouldn't be left without an escort either."

The earth pony mare ground her hooves on the carpet as she muttered under her breath. "Let me get Bucky or Kicks loose from this boa constrictor of a dress and that ain't the only thing that'll strike ya..."

Rarity ignored her and raised a hoof to her chin, tapping it in an elaborate display of pensiveness. "I wonder who we might get on such short notice?"

All eyes turned to the door as a tentative knock sounded. Soarin's earnest, sky blue face leaned in through the doorway with his green eyes darting back and forth. "Uh... hello?" He rustled a folded piece of paper in his hoof. "I.. uh... I got this bill for some curtains that I didn't order and I uh..."

He trailed off as his wandering gaze fell on Applejack, whose deadpan look of suspicion shattered across a blush that blossomed behind her freckles. The sky blue stallion's back legs folded beneath him as his wings flared rigidly out to either side, filling the doorway.

Rarity turned to face him as she gave a little hop on her hooves. "Mr. Soarin! So lovely to see you!" She took a hoof and helped him to his feet, smiling indulgently as he balked in the doorway, his wings banging against the door frame. He hastily folded them and allowed her to lead him inside, the pegasus scarcely noticing as she gently closed his mouth for him.

The elegant unicorn's tone of voice shifted from "check" to "check mate" as she brought him forward. "I'm sure that invoice was sent in error, darling. We'll simply work all that out later. My question for you now, my dear stallion, is what plans might you have for this evening?"

He answered distractedly, his eyes fixed on the blonde earth pony mare who was giving her younger sister a run for her money in the blushing competition. "What? Oh... I was just gonna stay home and put together some book shelves, I guess..."

Rarity gave a clipped chuckle. "Well, I've got much more exciting things to put together this evening, darling."

She led him up to stand mere hooves away from the freckled farm mare, whose impulses to fight, flee, faint, or fer gosh sakes just say somethin' were stubbornly refusing to be bucked loose from the metaphorical apple tree of her psyche.

The alabaster unicorn was almost purring with smugness. "Applejack here is in need of an escort to the opera tonight. Would you consider putting your décor on hold for an evening and accompanying her? She'd be ever so upset to have to go alone."

Rarity had no way of knowing the deeper meaning that the word "upset" held for Soarin and his sense of self preservation in regards to Applejack, but this was only the least of the jangling static of impulses, urges, and desires that coalesced into a lighting bolt in the metaphorical thunderhead in the pegasus stallion's mind.

This metaphorical lightning bolt struck the speech centers of his roiling pony brain and caused him to blurt out his answer as his wings snapped up into a flaring arc across his back. "YES!"

An unseen spark passed between the two ponies, knocking loose "just say somethin'" in Applejack's mind, and when it landed a sweet smile spread across her freckled face, and her voice came out soft and inviting. "I reckon I'd like that, Mister Soarin."

If the rules of Equestrian chess had a victory state beyond "check mate" it would have perfectly characterized Rarity's tone of voice. "Wonderful! We have just enough time to get everypony ready before we need to set out for the train station."

She tapped a hoof on the floor. "Snips!"

Twilight, who'd been watching the proceedings with an increasingly bemused expression on her face, blinked in surprise as the chubby, blue green unicorn stallion with his neatly parted orange mane and immaculate suit collar and cravat seemed to materialize silently at the elegant mare's side. Usually teleportation was accompanied by a small burst of white light and a muffled pop of displaced air, as well as a tingly feeling in her back molars. This was as if he'd just been turned out of a hidden pocket in the fabric of space and time, like a puffed up pigeon out of a stage magician's sleeve.

Rarity turned to her assistant tailor with a businesslike bob of her horn. "Snips, be a treasure and get these two gentlecolts fitted out in white tie and tails, would you?"

The young stallion clicked the hooves of his forelegs together and gave a short bow. "At once, ma'am."

He looked to Soarin and Pip. "If Sir and Sir would accompany me, please?"

He had to pointedly clear his throat a couple times to dislodge both stallions from their reverie, before he shimmered from the room with the pair of them in tow.

Rarity managed to tamp down her triumphant grin as she addressed the other mares. "Well, darlings, I must get dressed myself. Make yourselves comfortable in the lounge, but try not to wrinkle anything too badly." She nodded to her assistant. "Do come lend me a hoof, Thimble."

As she ascended the staircase with her assistant in tow, the pop and flash of a textbook standard teleportation placed the elegantly bedecked Twilight Sparkle at her side, climbing the steps with a curious expression on her face. "Rarity, what was that all about?"

The pale unicorn looked at her partner with a sidelong glance and gave a chuckle. "Well, the flight harness isn't my only project, Twilight."

The scholarly mare stopped and watched the alabaster fashionista vanish up the stairs to her room, her eyebrow cocked as she boggled over what the elegant unicorn had said.

She let out a sigh and shook her head as she turned and made her way back down to where the Apple sisters had resumed their blush off.

Part 12 - High Notes

The new Royal Opera House was a tour de force of monumental Equestrian architecture, one of the most striking features of the Canterlot skyline. It rose over the domes and cupolas of the city, a row of concentric, horseshoe shaped arches with almost perfect acoustics anywhere within its cavernous interior.

Beyond the performance and appreciation of the finest pony music from ancient folk tunes to classical operas and symphonies to jazz and big band combos to rock and roll to the latest in cutting edge magilectronica and wubstep, the grand structure served a secondary purpose as a stage for the Equestrian elite to parade and perform for one another in their own esoteric dramas of social status and ostentation. For many of the creme of Canterlot culture, the show that went on among the marble pillars of the entry hall was the main event, while whatever lavish performance went on on the actual stage inside was merely the pretense for it.

Central to it all, as they were to the very rhythm of life for all of Equestria, were the Princesses, and while the arts of music and song (and the elite's jostling to appear the most cultured) would have flourished without their patronage, their interest and occasional presence truly made the scene come to life.

Celestia dearly loved all forms of music, as every note resonated with the happier refrains of her life's eternal song. She relished each new performance as a parent relished the sound of their children's voices singing anew the tunes they remembered from their own childhood. It was here, more than at court or in the halls and archives of the palace, where she truly felt in touch with the minds and souls of her little ponies.

Luna's interest in the performing arts was much more personal, and in the years since her return from exile she'd become an even more avid patroness than her elder sister. The darkened theater or concert hall were places where ponies had come to understand and appreciate the magic inherent in her night, walking home afterward under her stars and the lights of the cities, their heads filled with the waking dreams they had seen and heard on stage. Her delight in the culture that had arisen and flourished in her absence, and the night life that had developed because of it, were things that she treasured as only an immortal can.

Thus it was with wings flared and genuine smiles of joy and expectation that the co-rulers of Equestria alighted on the special dais reserved for their arrivals on the steps of the opera house and ascended to the entry hall side by side, followed by a quartet of honor guards. As was their custom, the royal sisters chose to go unadorned in anything but their usual raiment of tiara, torc, and horseshoes, their ethereally glimmering manes and tails flowing in the winds of magic that suffused their everlasting being.

Their guards, a pair of snowy white pegasi and a pair of dusky grey, bat winged negasi, were decked out in tuxedoes at Luna's insistence to better suit the occasion. This was a concession on Celestia's part, a compromise wrought years ago to assuage her younger sister's disappointment at their policy of only appearing in their traditional regalia rather than dressing up in the latest finery.

The regent of the sun had long ago come to understand the effect she could have on Equestrian fashion. If for some reason she'd decided to shave off her mane and crop her tail, the floors of salons all across the land would be hock deep in the multicolored tresses of a million mares. She much preferred to let her little ponies exercise their own creativity, and set and follow their own trends, and was happy to remain unchanging as the sun, to sit back and watch the pageantry with a bemused twinkle in her eye.

Luna adored change, as the phases of her moon and the movement of her stars attested, and it was with great reluctance that she agreed with Celestia's position on the matter.

That, however, didn't stop her from commenting on what other ponies were wearing in a relentless stream of sotto voce asides to her elder sibling as they moved through the reverently genuflecting crowd. "Will you look at that? Either bustles are coming back into vogue or somepony needs to cut back on the cheesecake. Lets hurry past so the poor dear doesn't have to keep waving that thing in the air all night."

The sun princess rolled her eyes and muttered out of the side of her mouth. "Now Luna... 'If a pony doesn't have anything nice to say...'"

The regent of the moon gave her sister a wicked grin. "'... then they can come and sit next to me.' Stay cool, sis, you know anything I say is for royal ears only. I'd never dream of actually hurting a pony's feelings, whether they deserve it or not..."

Her expression became benevolently regal as she bobbed her horn at the subject of her acerbic observations. "You look fabulous tonight, Duchess Eclair. Like a full moon gracing the night sky."

Celestia rolled her eyes in the other direction with the faintest sigh as Luna gave her a wink. It took most of her considerable self control not to start whooping with laughter when her sister got on a roll.

She felt the night princess' dusky wing brush against the tip of her own. "Speaking of huge royal rears, look! Here comes Blueblood and his trophy wife." She pursed her deep indigo lips. "Although whose head is mounted on whose wall is pretty clear when you look at them."

The couple in question pushed their way through the crowd to make a show of bowing with a grand flourish to the Princesses. As Prince Blueblood approached, the impression he gave from across the room of a large, handsome white unicorn stallion with a flowing golden mane was undercut by a general puffiness about his face and physique, the faint yellowing of his coat, the creeping thinness of his locks accompanied by the signs of extensive work by mane stylists to keep up the illusion of his rapidly receding youth. His faded blue eyes were a bit bleary, a bit sunken, his smile a bit more affected and his charm a bit more unctuous as the years and a lifestyle whispered about by Canterlot's gossips began to take their toll.

His wife was half his age and in her prime, a pastel pink earth pony mare with a lavender mane streaked with pearl colored highlights. She was bedecked in a crimson gown with golden stockings, tastefully adorned with a constellation of jewels and gold lamé ribbons. She would have been rather attractive, if her face hadn't given the impression that she could and would spit poison at the slightest provocation. She lowered her cold, calculating eyes and deployed an obsequious smile as she shouldered her husband aside and bent her knee in a curtsey.

Princess Celestia smiled a smile of impartial warmth toward them. "Ah, Prince Blueblood. Princess Tiara. A pleasure to see you this evening."

At the solar regent's use of the word "princess" to address her, the young mare looked as if she'd just taken a mouthful of the most delicious candy in the entire history of confectionery after prying it from the hooves of a tearful foal. The faintest sneer could be detected on the unicorn stallion's face if somepony observant had cared to look.

Princess Luna's expression was much more ambiguous. "Our night is brightened by the sight of such a charming couple."

The two mortal ponies exchanged a glance tinged with self absorbed smugness and bowed a bit deeper to their sovereigns. The pastel pink earth pony spoke first, cutting her husband off and leaving him glaring at her with barely suppressed loathing. "You honor us, your highnesses."

Blueblood cleared his throat pointedly, working to keep his expression smooth and even. "Your kind words shine upon us like your sun and moon, and brighten the glow of our wedded bliss, your highnesses."

Diamond Tiara surreptitiously rolled her eyes and stuck her tongue a little way out in a gagging motion that both royal sisters pretended not to notice. A thin smile tweaked the corners of Luna's mouth. "Truly it can be said that you two richly deserve one another."

With that, the princesses' gave a parting bob of their long, tapering horns and moved on, leaving the dissolute unicorn and his chilly eyed bride to exchange another preening glance before they turned their attention to carefully watching who might approach the royal guardians of the sun and moon next. Both sisters let out a faint sigh of relief as they walked away.

Luna leaned in to murmer to her sister. "You know, I heard a rumor that a changeling had infiltrated those two's manor house."

Celestia cocked a regal eyebrow, a look of concern putting the slightest furrow on her pristine forehead. "Oh really?"

A tiny smirk tugged at the corner of the moon princess' mouth. "Yes, the poor thing staggered out a week later and threw itself on the mercy of the city guards, claiming that it was on the verge of starving to death. If that were any more a marriage of convenience they would have had to find a chapel with a drive thru window."

The sun princess allowed the tiniest snort to escape, suppressing what could have been a loud guffaw with the same amount of effort it took for her to restrain solar flares on the surface of the sun. A faint wisp of smoke trailed out of one of her delicate nostrils and quickly dissipated, unnoticed by all present but her sister.

The moon princess cast about the ornate chamber for something else to comment on, wondering mischievously if she could get hot plasma to shoot out of her elder sibling's ears at some point in the evening. Her turquoise eyes lit up with genuine happiness as they settled on a familiar group making their way across the ornate, red carpeted foyer.

Luna got her sister's attention with another gentle flick of wingtip to wingtip, gesturing with her horn in their direction. "Oh look, sis! Now there are some ponies you and I are always happy to see." She gave a nod of approval. "And so help me you they are all just working it tonight."

Rarity absolutely lived for times like these, making a grand entrance in a stunning new creation, lighting up the crowd with her very presence. She was the pony that everypony should know, one of the shining stars in high society's firmament, from Canterlot to Manehattan to Mareis and beyond. Tonight she scintillated in a gown of crystalline blue with diamond accents, her stockings a faintly metallic silver, her luxurious mane bound by cascading midnight blue ribbons studded with tiny sapphires. She made her stately way across the crowded room, all genteel smiles and ready charm, making remarkable progress for as often as she stopped to exchange pleasantries or acknowledge a greeting.

Applejack, on the other hoof, felt like a fish out of water that had just been asked to take hold of the rudder and steer the boat, but she held her head high and kept an even expression. She'd been to her share of hifalutin' shindigs through the years, but she still didn't much care for dressing up fancy and behaving "properly", especially since her definition of "proper" behavior was antithetical to the aloof, judgmental pretension that most of the ponies around her were practicing.

The blonde farm mare took a bit of comfort in the easy, relaxed manner with which Soarin carried himself as he walked along at her side. Thanks to Snips' skillful tailoring he was looking quite dapper in his tailcoat and tie, his normally unruly mane swept back in a smooth wave. He was an old hoof at working crowds from his years as a Wonderbolt, and took it all in stride.

Apple Bloom and Pip followed close on their heels. The spotted stallion's smile flashed like the highlights of a diamond, as he responded gallantly to the appreciative looks he was getting from several of the mares in attendance. The youthful handymare was looking a bit on edge, as she met those same flirtatious glances with a sharp glare that said in no uncertain terms that if any of them tried anything they would get a face full of size five horseshoe.

Twilight Sparkle's expression had been one of happy detachment. She enjoyed going to live performances for the sake of the show itself, particularly when she'd read the script or libretto and could compare the opera or play as staged to the text, but had little interest in the posturing of Canterlot's elite. As far as she was concerned, there were only two ponies in the crowd besides her friends whose opinion mattered to her, and even the elite looked up to them. Her face lit up expectantly as she saw them approach.

Princess Celestia's voice radiated warmth as she greeted them. "Good evening, my faithful ponies. We're so glad that you could join us tonight."

Her regal sister Luna gave a nonchalant wave of her hoof and a casual grin as the group gathered around. "Hey there kids, what's shakin' ?"

Princess Diamond Tiara watched as intently as she could while attempting to appear utterly disinterested, as the co-rulers of Equestria glided through the crowd like a pair of swans to warmly greet the group of newly arrived ponies. Her eyes flared in recognition, blinked in disbelief, and then narrowed venomously as she recognized a pale yellow earth pony mare with bright red tresses among them. The object of her ire was looking annoyingly beautiful in her bronze colored evening gown, with an insultingly handsome young stallion at her side, and seemed unforgivably friendly and relaxed with their royal highnesses as she shamelessly exchanged pleasantries with them.

She sneered with bitter distaste. "What is that... that peasant doing here?"

Blueblood idly flicked an ear at the sound of his wife's voice and muttered under his breath as he scanned the nearby crowd. "That is what we wonder to ourselves every morning when we come downstairs for breakfast."

The pastel pink princess turned and hissed at him. "Better than wondering if you can even afford breakfast, hubby dearest, and don't you ever forget it."

She snapped her tail across his flank, causing him to almost rear up in indignation and then fix her with a sulky glare. She jerked her head toward the tall, elegant forms of Celestia and Luna as they proceeded with the group from Ponyville toward the stairs to the box seats. "Now come on, we've got to keep an eye on them."

The off white unicorn rolled his eyes. "Why, pray tell?"

The earth pony mare's lip pulled back in a snarl that made a cold shiver run down the unicorn stallion's spine. "Because shut up and do what I say, that's why."

With that, she reapplied her genteel mask, gave a toss of her pearl streaked mane, and stalked off through the crowd. Prince Blueblood heaved a heavy sigh and fell into step behind her.

***

Diamond Tiara had sulked all through the first act, simmered during the interlude, and was positively seething by the close of the second act, completely ignoring the glittering costumed spectacle of gods, dragons, and heroes unfolding on stage. The sweet taste of high society success at obtaining a box seat adjacent to the Princess' royal box had turned to ashes in her mouth as she watched her red headed foalhood rival blithely sitting in the immortal sisters' resplendent company as if it were the most natural thing in the world.

For his part, her husband Blueblood maintained his air of regal hauteur, strained though it was by the spectacle of Celestia and Luna leaning on one another and utterly failing to hold back their uncontrollable giggling, which had begun shortly after the young unicorn mare who was portraying the sun princess in the opera had made her grand entrance, lowering down from above the stage in a resplendent costume of white samite, gold lamé, and colorful gossamer.

Her voice was impeccable, he was forced to admit, as clear as a crystal glass and sweet and rich like a bronze bell, but the royal unicorn stallion had found her stage performance a bit... indecorous. She'd even had the gall to give Princess Celestia a broad wink in the midst of her soaring aria in the second act, which to the shock of almost every pony in the audience had caused both of the regal sisters to burst out in gales of cackling laughter that soon had them rolling on the floor of their box and kicking their hooves in the air. The mares and stallions sharing the box with them merely looked on with amusement, joining in on the laughter like peasants at a barn dance.

It was a tribute to the professionalism of the dove grey earth pony mare who was conducting the orchestra that they had managed to continue playing despite this loud disruption from the royal box, which only seemed to egg the young singer on while the other performers on stage did their best to keep the show rolling. It wasn't long before the cast had all warmed up to the princesses' unrelenting mirth, and soon the audience was being treated to the most broadly comic, undignified performance of Wagoner's grandiose magnum opus that had ever hit the stage.

An uneasy hush had fallen over the theater as the curtain fell for intermission, which was shattered as Celestia and Luna leapt to their hooves and unleashed a clattering wave of stomping accompanied by cheers of "Bravo! Bravissimo!". Having no other option than to follow the lead of their sovereigns, the rest of the audience joined in, filling the echoing hall with a thunderous ovation.

Twilight Sparkle rose and turned to her immortal mentor as the lights went up for intermission. "Princess, I hope the two of you don't mind, but there's a bit of business that Rarity and I, as well as our friends here, would like to discuss with the both of you in private."

Celestia was still chortling, wiping a tear from her eye with a tip of her wing as she replied to her student. "Ah,Twilight Sparkle. Normally I wouldn't want to mix business with pleasure, but I am in such a good mood right now that a little bit of business would hardly spoil it. I would be happy to hear you out."

Luna gave her sister a smirk. "Yes, and perhaps afterward you can 'arise like a heavenly lover at the dawn to kiss the faces of all thy adoring subjects'." This caused her elder sibling to let out a long snort that exploded into another gout of laughter, leaving her propped up against the snickering regent of the moon with her snowy wings tightly held to her sides.

The solar princess gasped with hilarity. "S-stop it, Luna! I c-can't... My royal ribs..."

She composed herself and stood to her full regal height. "All right, we only have a few minutes before the curtain rises again. Please come with us to the royal salon where we can have our little chat."

Her darksome sister nodded in agreement. "I must admit, I'm almost more interested in what you all have to say than what Wagoner's got in store for us in Act Three."

Celestia bit her lip to stifle another giggle as they headed out the curtained archway.

As the group from Harmony Aeronautics fell into step behind the stately princesses, Diamond Tiara pushed back from the polished brass railing of her box, where she'd been listening intently with a craning neck and highly pricked ears. She stumbled over her gown's trailing hem as she hurried to her husband's side. He was just making his way down to the lounge to get a pinch of salt when she caught up to him.

She reached up and clamped her teeth on his ear, dragging him aside behind a velvet curtain before he could protest with much more than a strangled yelp. Her eyes were flashing with urgency as she spoke to him in a desperate whisper. "Blueblood! I need you to cast your invisibility spell on me."

His ears levered back and he blinked in poorly feigned innocence. "Wh-what? What invisibility spell? Ow!"

She gave him a swift kick in the shin and a grimace of frustration. "The invisibility spell you always use to sneak out of the house and go hang out at the Polo Club with your cronies.That invisibility spell."

The sunken eyed stallion sniffed in strained indignation. "We have no idea what you're talking about."

The pink pony princess grabbed him by his lapels and started to shake him. "Make me disappear right now or I will make you disappear piece by piece starting with your crown jewels. Capisce?"

Blueblood let out a bitter sigh as his horn sparked to life. "Those disappeared the moment we signed the pre-nup. Now hold still."

He leaned forward and touched the tip of his horn to the bridge of her snout, which vanished in a wave of glimmering unicorn magic that washed across her, leaving empty space in its wake.

He stepped back with a frown as her disembodied voice sounded in the alcove. "Good boy. You've earned your allowance for the week. Try not to blow it all at the track."

As the muffled sound of her high heeled horseshoes receded down the thickly carpeted hallway, Blueblood rolled his slightly bloodshot eyes and muttered to himself. "If only I knew a spell to make her inaudible as well..."

Part 13 - Connecting Flights

The rich velvet curtains by the doorway rustled imperceptibly, parting and falling closed as the princesses settled themselves on an elegant divan and motioned Twilight, Rarity, and their companions to make themselves comfortable on the richly brocaded cushions scattered about the opulent lounge suite reserved for the royal sisters and their guests.

Princess Celestia gave her prized student an encouraging smile and gave a bob of her tapering horn. "Now, Twilight, what is this matter that you and your friends would like to bring to our attention?"

At her side, Princess Luna sat with a look of guarded interest on her dusky face. "Yeah, lay it on us."

The scholarly unicorn mare smiled back, and her violet eyes began to gleam as her horn sparkled to life. "I'd like to start by thanking your Highnesses on behalf of myself, Rarity, and the employees and friends of Harmony Aeronautics, a new company that we founded under town charter in Ponyville to develop a breakthrough in applied spellcasting that will allow all types of ponies to enjoy the benefit of winged flight. We present to you, the Harmony Aeronautics Personal Flight Harness."

With that, a glittering spark floated off the tip of her horn and drifted between her and the royal sisters. It began to draw a glowing outline of a pony in the air, filling the room with a cool, bluish light. Once the equine profile was completed, the gleaming dot, which looked like a firefly but moved with crisp purpose, traced out a schematic of the wings and harness around it. The spark then moved on to trace out a series of magical equations and diagrams in the air beside it.

Twilight's voice took on a discursive quality as she continued. "The basic principle originates with a spell authored in the third century A.R.C. by Princess Ascendia the Ever Hopeful. By deconstructing its component elements, I was able to isolate the animation and control sub-spells, update them to a modern standard, and apply them to a pre-constructed wearable apparatus, replacing Ascendia's spell woven membrane and arcano-biological interface."

Rarity stepped forward and sparked her own horn to life, sending a wave of thrumming glitter toward the diagram. As soon as her silvery blue magic touched the outline, it produced a small pop as it became a three dimensional representation of a pony, taking on something of Pip's likeness. The wings it wore began to beat steadily, raising the little figure up off its hooves to circle through the air in a lazy figure eight.

The elegant, alabaster mare cleared her throat and gave the sister sovereigns a winning smile, batting her sapphire blue eyes at them. "We were rather hoping that we might obtain a Royal Charter for our company to further develop this idea. Properly funded, and with your Highnesses' support, we feel that our flight harness will be nothing short of transformative for Equestrian society."

She conjured more tiny, illusory ponies over their heads, a flock of pegasi hovering above a small herd of earth ponies and unicorns. One by one, winged harnesses appeared on the ground bound ponies, and one by one they took off and rose up to join the pegasi in the air. Soon all the little flying ponies were happily playing together in the domed vault of the chamber beneath the crystal chandelier.

Rarity drew herself up, her mannered tone replaced by a rising, oratory flourish. "No longer will ponies of different sorts be stranded apart from one another. No longer will the pegasi be all alone in the skies." A pair of smaller pegasi flew in close to a tiny pink mare in her illusion, nuzzling her cheeks as tiny hearts popped into existence over the little family.

The elegant unicorn's voice cracked slightly as she concluded. "No longer will the mothers and fathers of winged foals be forced to remain grounded as their children play overhead, out of their reach." She pulled a silk hoofkerchief from among the layered folds of her stole and dabbed at her glistening eyes as a hush fell over the royal salon.

With a slight wave of her horn, Princess Celestia summoned one of the tiny, flight harness wearing illusions closer, examining it with interest. "Well, this is certainly an intriguing proposition, girls. The wing design is definitely clever."

At this, Rarity drew herself up proudly. "I made a small contribution to the current harness' overall aesthetic, but the majority of the credit goes to our ingenious chief engineer, Apple Bloom."

A muffled growl sounded from behind the curtains, unnoticed by everypony in the room, as the young handymare gave a halting bow of her elegantly beribboned head to the princesses. "Aw shucks, yer Highnesseses, I ain't no in-genius. I was just puttin' stuff together how it made th' best sense. Twilight's th' one who came up with th' idea n' cast th' spells, n' Rarity's our big picture gal, in addition t' makin' the wings that go on my framework."

Her blush flickered redder as she glanced over at her handsome escort, who gave her a jaunty smile. "And y'all gotta give Pip here his due testin' 'em out."

At this, Princess Luna gave the young stallion a wry grin with a twinkle in her eye. "Why Pip, that sounds terribly risky! Didn't I give you enough thrills and chills on Nightmare Night all these years?"

If the moon princess noticed Apple Bloom's eyes flaring and her ears laying back, she didn't deign to show it, perking her indigo ears attentively as Princess Celestia directed a question at the young mare's elder sister. "So, Applejack. What is your part in this venture?"

The blonde farm mare met her sovereigns' eyes with a frank gaze. "I reckon I'm th' voice o' reason, which is the whole reason Twi n' Rarity asked me along."

She cast a brief, blush tinged glance at Soarin', before continuing with a grave expression on her face "I ain't completely convinced a pony that ain't been born with a set o' wings can come t' much but trouble n' tears by strappin' on a set o' fake ones n' takin' t' th' sky."

The honest farmer gave the lavender unicorn a pained look. "I watched Twi test out this watchamacallit o' theirs and I was plumb afeared that she was gonna break her neck if it weren't for a bit o' good luck and a pile o hay bales. I reckon if more ponies get their hooves on this thing, there's gonna need t' be a lot more hay stacks 'round Equestria."

The princess of the sun raised a hoof to silence Rarity and Twilight's protest, as she kept her benign gaze on the blonde earth pony. "So you think what your friends are doing is dangerous? Too dangerous to continue? Do you think this "flight harness" is too dangerous for a pony to use?"

At this, Applejack gave a shrug. "I can't honestly say, yer highness. Twilight's th' smartest pony I ever did meet, n' Rarity n' Apple Bloom are pretty durn sharp as well. I reckon I trust 'em to work it out such that these wingdings o' theirs work pretty good. Still, I think it's wise t' consider that ponies that ain't so sharp get into plenty o' trouble with their four hooves on the ground. What'll it be like if'n th' same pony folk took t' th' air?"

Soarin tentatively cleared his throat, drawing the others' attention. "If... uh... if I could interrupt for a second, your royal highnesses..."

Princess Luna gave him a nod. "Please do, Lieutenant Soarin. My sister and I would be interested in getting a pegasus' perspective on this."

The sky blue stallion ruffled his wings. "Well, I guess I'll add that being born with wings doesn't keep a lot of pegasi from taking the occasional dirt dive." He tugged at the collar of his tux with a pained look on his face. "As a certain... uh... recent incident at the Fillydelphia Hippodrome might tell you, even the Wonderbolts aren't immune to it."

A wry smile flashed across Applejack's freckled face. "I reckon that's true. Even Rainbow Dash used t' take th' occasional header into the hillsides n' such."

Princess Celestia spoke to him with a searching gaze. "So do you approve, or disapprove of what Twilight Sparkle, Rarity, and Apple Bloom are doing?"

Soarin raised his head slightly as he replied. "Oh, I definitely approve, because of something Miz Rarity said a minute ago."

He met the princesses' eyes with a level gaze. "You see, your Highnesses, I'm what the pegasi in Cloudsdale call a threebee, a balloon basket baby. I was given up for adoption by my parents, probably 'cos they couldn't fly. Odds are they were earth ponies like the Apple sisters here."

At this, Applejack laid a gentle hoof on his shoulder. "Not like us, sugarcube. We Apples don't cast away kin so lightly."

He gave her a fond smile, before he turned again to face the princesses with a tentative shrug. "Maybe my parents didn't want to deal with a kid who'd always be out of reach. Maybe they just wanted me to grow up among my own kind. I dunno."

He turned to give Rarity and Twilight a nod. "But if this invention of theirs makes more earth ponies or unicorns with kids like me think twice about givin' 'em up, I'm willing to give it the high hoof."

Princess Celestia met the sky blue stallion's gaze with bottomless warmth radiating from her smile. "We appreciate your candor, Lieutenant."

She shifted in her seat and shared a wistful look with her dusky sister. "I'd wager poor old Clover would have given anything for a set of these when she was looking after the two of us, eh Luna?"

The moon princess let out a chuckle of nostalgia. "That, or some filly sized lead horseshoes."

The regent of the sun smiled in shared mirth. "I think Cookie might have suggested that once or twice."

Her expression became calm and businesslike. "So, getting back on the topic of a charter for this enterprise, what do you think, my most royal sister and co-ruler?"

The regent of the moon tapped her hoof on the arm of their divan with a thoughtful expression. "I think I'd like to see this device in action before I give my full approval."

Her elder sibling gave a genteel nod. "I agree. I think a demonstration is in order. Could you possibly have one prepared for us in... say... a week's time?"

Rarity drew herself up with a toss of her luxurious mane. "But of course, your highnesses."

Twilight held up a hoof. "Wait a minute, Rarity..." She looked at the princesses with a small furrow of concern in her brow. "Begging your hignesses' pardon, but what sort of demonstration are you expecting?"

Princess Celestia gave her former protege a fond smile. "You never disappoint me, my faithful student. It's always better to find out the question before providing an answer."

She cocked her head in thought for a moment, before giving the principals of Harmony Aeronautics a nod. "I suppose we could start with the basic pegasus F.A.T. and then see some performance tests for things like speed, maneuverability... and safety, of course..."

Twilight nodded eagerly. "Of course. Yes, I think we can furnish a demonstration by then. What do you say, Chief Engineer Apple Bloom?"

The young mare tore her eyes away from darting anxiously between Pip and Princess Luna and replied to the lavender unicorn with a distracted nod. "Oh... uh... yeah, I reckon we can be good t' go by then."

The red headed handymare's expression darkened as the regent of the night spoke up. "Excellent, I'm looking forward to seeing Pip go through his paces. I'm sure it will be quite a show."

Princess Celestia smiled up at the chandelier above their heads as it dimmed three times to signal the end of the intermission was fast approaching. "And speaking of shows, it's time we got back to our seats. Come along, my dear ones..."

With that, they all stood and filed out of the salon. Princess Luna hung back a few hoofbeats, sidling up to Apple Bloom as they headed down the plushly carpeted hall.

She waved Pip away with a bob of her horn. "I'm gonna borrow your filly for a minute, okay Pip?"

The young stallion cocked a curious eyebrow, then gave a bow and trotted off to join the others. The princess of the night draped a wing across the red headed mare's stiffly bunched shoulders and leaned in to whisper in her laid back ear. "Quite the fine hunk of stallion, isn't he?"

Apple Bloom went pale, then red. "Uh... I... Uh... I ain't sure that's uh... proper for me t' be discussin' with y'all, yer highness..."

Princess Luna gave her a gentle squeeze and continued with a warm smile. "Well, to me he'll always be the same little colt in a pirate costume I met just a decade ago. You could stand to chill out a little, Miss Apple, I'm no cradle robber."

The young earth pony's ears drooped. "I... I'm sorry, Princess. I didn't mean no disrespect..."

The dusky sovereign let out a silvery chuckle. "No harm done. We're cool. Just remember that jealousy gets you nowhere." She gave Apple Bloom a wink. "I should know."

The red headed mare nodded solemnly to her. "I... I reckon y'all're right, Princess. I guess I got a li'l worked up 'cos of th' looks all th' mares have been givin' him."

Princess Luna smiled fondly at her. "The same looks you should be giving him at point blank range, sweetheart, instead of watching all those other mares who didn't make it across home plate. My nights are much better when they're shared with one pony rather than a whole roomful."

The princess of the moon bobbed her horn toward Pip. "Now why don't you run along and catch up with your gentlecolt, the stars are right for romance tonight."

She paused, tapping her hoof on her chin thoughtfully. "That is, if I remembered to point Sagittarius in the right direction..."

Apple Bloom grinned and bowed her head in a curtsey. "Thank y' kindly, Princess. I think I know why yer Pip's favorite. I reckon y'all're mine too."

Princess Luna smiled fondly as she gave the young mare a courtly nod, releasing her to canter back to her handsome escort's side. The dusky sovereign of the night's smile widened as the red headed earth pony leaned in to whisper in Pip's ear, causing a blush to appear on his coltish face.

***

Back in the royal salon, the velour curtains moved as if blown by the wind, and the muffled sound of a young mare's voice could be heard, tinged with dawning horror. "Oh horse apples. Horse apples horse apples horse apples horse apples."

The drapes flew aside, to the sound of galloping hooves across the thick carpet and out into the hallway, gaining speed as a steady undertone murmur of "Horse apples horse apples horse apples." sounded out.

Midway down the dimly lit corridor there was a startled cry and the sound of a pony stumbling, and a gold sequined horseshoe with a crimson bow materialized out of the air. The galloping resumed, now a bit uneven, along with the undertone cursing, and made its way down the hall toward the stair, leaving the shoe behind.

The disembodied hoof falls clattered at the marble steps, accompanied by a loud whoop of alarm and dismay which was followed by a series of bonks, smacks, and thuds that proceeded down the sweeping staircase. "AGH! HORSE APPLES! HORSE! OW! APPLES! HORSE APPLES! OW! OW! OW!"

At the bottom, an usher in his red velvet vest and black tie was bowled over as if he'd been tackled low across the shins. A shriek of indignation rang out as he flailed on the ground, entangled with something unseen. "YEEK! Watch those hooves, mister!"

The hapless unicorn's skull rang with a blow that left a hoof shaped welt on his cheek, and he slumped insensate to the floor with tiny pegasi mares wearing horned helmets and braids orbiting his head as his eyes swirled in a daze. The sound of hoofsteps, now weaving a bit erratically, continued toward the curtained archways leading to the box seats. "Horse apples horse apples horse... ow... apples..."

***

Blueblood sat with a bored look on his aquiline face, immensely enjoying the company of his wife's empty seat. He cast a sidelong glance toward the royal box as the princesses and this evening's retinue of ponies returned to their places and settled in for the third act. He'd had a pinch or two of salt, a couple very dry martinis, and was well braced for more Wagonerian bombast.

He pursed his lips as his gaze lingered a moment on Rarity, shining like a star sapphire at Princess Luna's side. He'd never really liked her, since that unpleasant incident with the cake and the yelling and the squirrels, although he was more than willing to feign a genteel smile in her direction as she'd risen to prominence in Canterlot's high society. It was the princely thing to do, to shrug off slights to his person and appear detached and benevolent to all of lesser status. That, and he had a sneaking feeling that if the elite of Equestria were forced to choose between inviting him and his wife or inviting Rarity to their social functions, he would be stuck at home with Diamond Tiara a lot more than his sanity could probably take.

He suppressed a slight sigh. Recently he'd begun to feel an inkling of a new emotion whenever he saw the alabaster unicorn mare lighting up a soiree with her pristine looks and ready charm, an emotion he was unused to feeling: regret. If only he'd known years ago what he knew now, he could have had her for a bride instead of the shrieking, gold plated harpy his penury had forced him to SWEET CELESTIA'S SADDLE STRAP SOMETHING WAS TRYING TO BITE HIS EAR OFF!

The occupants of the surrounding boxes, including the princesses and their companions, all looked over as the expectant hush of the auditorium was broken by Prince Blueblood letting out a loud, strangled squawk. He jerked upright and did an odd kind of clumsy tumble over the back of his seat, vanishing from his box just as the lights went down. The onlooking crowd all exchanged puzzled glances, shrugged, and turned their attention toward the stage as the orchestra struck up for the overture.

***

The blonde unicorn stallion suppressed a gleeful grin as if his life depended on it, which indeed it did, as the sparkles of his magic faded to reveal Diamond Tiara standing unsteadily on three horseshoes, bruised and battered in a torn and tattered dress, her ruined coiffure hanging tangled and disheveled over her glaring eyes.

His lips tightened as he greeted her dryly, knowing full well he'd come to regret his choice of words and deciding it was more than worth it. "So... did you have fun with your little friend?"

A scowl that would send a chill down a windigo's ephemeral spine washed across the pink mare's features. "Apple Bloom can go get bucked with hobnailed army boots, we've got bigger problems."

Blueblood blinked at her, his brow furrowing at the intensity on his wife's face. "When you say "we" are you using the royal "we" or do you mean you and us both?"

The young mare let out a growl of frustration and grabbed him by his lapels. "I mean us, chowderhead, as in we're up to our necks in manure if we don't do something about what Celestia's pet nerd and that bedazzled clotheshorse you're always mooning about are up to."

A mild twitch fluttered at the unicorn stallion's eye as he replied in a small, shaky voice. "What... what are they up to?"

She pushed away and started limping out of the alcove. "Only putting the Royal Blue Airship Line in a deeper hole than when you were running it, dear. Now come on, we're going home. I need to think, and all that yodeling in there isn't doing my headache any favors."

***

The Royal Opera House exploded with the happy noise of a rearing ovation as the cast assembled on stage for the curtain call. The volume rose markedly, centered on the occupants of the royal box, as "Princess Celestia" stepped up to take her place in line.

Sweetie Belle beamed as waves of applause washed in from the audience like a thundering tidal surge of adulation. It would take the young opera singer a while to realize that tonight was the night where she had become an opera star with her unorthodox performance, but for now she was flush with satisfaction and a feeling that the ponies in attendance had genuinely enjoyed the show.

She looked up through the shower of blossoms and bouquets that were raining on the stage, and saw Equestria's beloved princesses smiling and laughing and clomping their gold and silver shod hooves, while at their side her dear sister Rarity stood looking ever so proud, dabbing at her eyes with a hoofkerchief. Her heart leapt with joy as she saw Apple Bloom and her big sister enthusiastically applauding as well, along with Twilight, the mare to whom she owed her inspiration for tonight's take on the libretto.

The earnest young mare turned toward the royal box, full of her favorite ponies stomping their hooves and cheering for her, and gave a deep bow.

Then promptly tipped forward onto her face in a rustling cascade of colorful gossamer and white samite.

***

The driving rhythm of the Ponyville Express' wheels on the tracks and the soft chugging of the engine added a soothing, metronome like cadence to the dimly lit, largely unoccupied train car. The quiet was like a cool drink of water after a long hot day playing in the sun to the Apple sisters and their escorts, who had excused themselves from the lavish cast party to return home to Ponyville on the last train of the day.

Rarity and Twilight had elected to stay behind in Canterlot, the former to savor the night's triumph and bask in the praise for her costume design, and the latter to spend more time with the princesses, both her beloved mentor and the longtime friend she'd found in the moon's mistress. This decision had given Applejack a considerable amount of relief, for while she was honest, she was still reluctant to admit to Rarity what she was about to admit to Soarin.

She pawed lightly at the bench she shared with the sky blue pegasus, a shy smile settling on her freckled face. "Y'know, I really liked that show tonight. All them monsters n' heroes n' magic rings n' whatnot. And the singin' was right purty. Sweetie Belle's always a treat t' listen to, but fer some reason I 'specially took a shine to that... that love song betwixt that earth pony hero feller with th' magic sword and that pegasus valwhatsit..."

Soarin gave her a wry smile. "Valkyrie."

The blonde mare nodded. "Yeah, that. I woulda never thought I'd enjoy oprey music so much."

She paused, glancing at the seat ahead of them, where Pip sat smiling contentedly out the window as the mountains whisked past, while Apple Bloom leaned against him, sound asleep and looking quite lovely in the moonlight with her tousled red mane cascading down his shoulder.

Applejack turned back toward Soarin, a faint blush blossoming on her cheeks. "And I also had a lot better time steppin' out all gussied up with y'all at my side, Mister Soarin."

The pegasus stallion smiled, his eyes tired but happy as he sat with his bow tie hanging loose and his mane slightly mussed. "I'm glad you did, Miss Applejack. And I gotta say, for a mare who says she doesn't go in for this sort of thing, you sure made it look like you were an old hoof at it."

She looked over at him with a wan expression. "I reckon y'all're used t' that sorta hifalutin' shindig, ain't ya?"

The pegasus stallion gave a noncommittal shrug. "More or less. I usually just hung around the buffet between photo ops. I was always just another Wonderbolt, nothin' but a set of wings in a blue and yellow suit."

The blonde earth pony rolled her eyes. "Just another Wonderbolt, he says. That's like sayin' a diamond's just another rock."

Soarin gave her a wry grin. "I'm kinda gettin' the impression you're a fan."

Applejack replied with a chuckle. "Well, hangin' out with Rainbow Dash all those years like I did... If'n y'all stand under a tree long enough some o' th' fruit's gonna drop on ya, so t' speak. So yeah, I reckon I'm a fan. Not on quite th' level o' memorizin' stats n' whatnot, but enough t' appreciate what y'all can do."

The sky blue stallion gave a sigh. "I guess that's why you were so disappointed when you met me for the first time."

The freckled mare cocked an eyebrow at him with a gentle smile. "I think yer forgettin' that the first time I met ya was at that Grand Gallopin' Gala, when a handsome rookie Wonderbolt was th' first and only pony t' buy one o' my cart full o' apple treats. That was th' high point of th' evenin' for me."

She leaned over and gave him a playful nudge. "I mighta had my doubts after meetin' ya again later, but seein' how nice ya clean up I think I did a li'l jumpin' t' conclusions."

Soarin smiled back. "Well, I never doubted for a moment that you're an amazing mare, I'm just having trouble believing that I was lucky enough to get to go out on a date with you tonight."

Applejack met his gaze, green eyes looking deep into green eyes, as her voice came low and sweet like honey and cider. "Believe it, darlin'. It's th' honest t' goodness truth."

They leaned in toward one another, their eyelids drifting shut as their lips came closer and closer together. The train entered a mountain tunnel the moment they touched, plunging the passenger car and the whole world away into darkness and leaving mare and stallion alone together.

Part 14 - Machinations

A perfunctory "thoomp" broke the stillness of a tiny, cluttered office, heralding the arrival of a message capsule through the building's pneumatic tube delivery system. This caused the skinny, pale yellow unicorn slumped over the paper choked drafting table to stir and flick an ear at the unaccustomed sound. Nopony ever sent messages down here.

His face peeled free of the blueprint he had been working on as he sat up groggily. He pushed his bifocals up his narrow snout with the side of his hoof as his horn sparked with green magic, enveloping the message and floating it over. His eyes widened as he saw it bore the gold and royal blue insignia of the head office, and hastily unscrewed it with his telekinesis and read over the note contained inside.

The rawboned stallion drew in an alarmed breath as he finished, and exclaimed to nopony in particular. "Great Hurricane's Ghost! What the everlovin' hay does the big boss want with me?"

With that he leapt down from his stool and clattered across the concrete floor, pausing at a small row of framed patents by the door so that he could check his reflection in the glass. He smoothed back his thinning red and white mane and straightened his tie, gave himself a not entirely encouraging nod, and hurried down the dimly lit hallway toward the stairs, magically closing his office door behind him. Dislodged by the sudden movement, a cardboard sign declaring the office's occupant as "F. Flim Flam" in fading magic marker fluttered to the grimy linoleum.

***

Several minutes and many, many more stairs later, the skinny unicorn staggered out of the stairwell and leaned against the mahogany paneling, wheezing to catch his breath.

Looking around with glassy eyes, he met the stern gaze of a prim unicorn mare seated behind a massive bulwark of a reception desk. Her voice rang out in the rarified air, brisk and efficient with an unmistakable note of disapproval. "Can I help you, sir?" It was clear from her tone that beyond helping him back down the stairs with a hoof to the backside, her capacity for assistance was extremely limited and entirely provisional.

He waved vaguely down the plushly appointed hallway, gasping for air with each word. "Her... high... ness... expect... ing me..."

The secretary pursed her lips in a look of boundless skepticism. "And you are?"

The scrawny yellow unicorn panted out his name. "Flim... Flim... Flam... I'm... from... R... and D..."

With a brisk glimmer of magic a bakelite cone levitated off of a nearby apparatus of lacquered wood and brass and settled onto the tip of her horn, which pulsed softly in time with her words as she spoke seemingly to herself. "Trivet? There's a Fin Fang Foom from Research and Development here. He claims he's expected."

There followed a brief pause, as the bespectacled stallion's breathing finally evened out. The receptionist flicked an ear, gave a perfunctory nod, and spoke to herself again. "All right. I'll send him right in."

With that, she floated the cone off of her horn and back onto its cradle, then turned her attention back to Flim without her gaze becoming one iota less chilly. His attempt at a charming smile wilted like a daisy in a blast of arctic wind.

She pointed him down the hallway with a flick of her horn. "Her highness is waiting. Step lively. Up the stairs and to the left."

Flim drew in a shuddering breath, braced himself, and did as he was told.

***

Diamond Tiara spun her high backed executive's chair around to face the skinny unicorn stallion blinking in the bright sunlight streaming through the high arched windows behind her who now cast a meek little shadow on her expensive, imported carpet. The silvery hull of an airship with a royal blue stripe and a golden compass rose crest drifted majestically past through the fluffy white clouds outside like a whale swimming slowly through shoals of plankton.

The young mare was elegantly dressed in a dusty maroon jacket and a frilly white cravat, with her cutie mark inspired tiara glittering coldly atop her severely styled lavender and pearl mane. The gemstones matched her eyes perfectly.

She regarded him for a moment, savoring the mild quiver she spotted in the scrawny researcher's knees. "I'm going to cut to the chase, Flim Flam. I want a progress report on your brother's little project." She made "air quotes" with her hooves over the last word.

The skinny stallion flinched at the mention of his elder sibling. "I... uh... I don't know... um... your... your highness. He... well... he hasn't spoken to me for five years... not since I... uh... since I started here. Especially not about any inventions he might be working on..." He gave her a halting, apologetic shrug. "S-sorry, your highness."

The pink princess steepled her hooves in front of her. "Well, that's just too bad. I think he might be interested to know that an outfit called Harmony Aeronautics is going to be demonstrating their own pony flying machine to the Princesses this coming weekend for a royal charter. Seems like they've got a bit of an inside track on it too."

The unicorn's yellow face went a couple of shades paler. "Great thundering blunderbusses! He'll... he'll pop his cork when he hears about that!"

The young mare smiled a calculating smile. "Which is why his one and only brother should be the one to break the news to him, wouldn't you say?"

Flim gulped and tugged nervously at his collar. "With all due respect, your highness, I wouldn't say. Last time I saw him he threatened to twist my horn off with a crescent wrench and shove a lit stick of dynamite into the resulting socket."

That elicited a chuckle from Princess Tiara. "Flamboyant, isn't he?"

The scrawny unicorn gave a weak laugh, as was required of a minion in his position.

The pink mare's words came out as a honeyed purr as a smile played across her face. "I'm not suggesting you go and risk your neck to tell your estranged, and more than probably violently unhinged brother that the invention he's been obsessing over for the past five years is going to wind up on the junk pile because of a bunch of dilettantes who've got themselves an in with the princesses."

Her expression hardened as she met his wavering gaze over his bifocals. "I'm telling you to do it."

Flim's ears, tail, and tie drooped in abject terror as his spectacles slid down his snout. Diamond Tiara tossed her head and called out in a sharp voice. "Trivet!"

A demure looking unicorn mare with her mane drawn back into a tight bun winked into existence beside her in a flash of white light. She was followed closely by the appearance of several parchment envelopes all stamped with the Royal Blue Airship Line's seal. With brisk efficiency the secretary floated the bundle over to the trembling stallion, the bluish magic fading to a sputtering green as he took them from her.

The pink earth pony princess leaned back in her seat with a faintly gloating smile. "You'll find a train ticket to Cutica, a voucher for a cab if you need it, and a generous offer to buy out his half of the patent on his invention, if he's got it in a workable state, and if he happens to be lucid enough to be willing to make a deal."

Flim gave her a shaky smile, clearing his throat as he tugged at his tie. "Um... I doubt he'd be open to that, your highness, based on what he said he'd do to... uh... to the board of Royal Blue after he threatened me with the wrench and the dynamite."

Princess Tiara gave a diffident shrug. "Ah well, his loss. I guess you're the one who got all the Flim Flam family's horse sense."

A profoundly uncomfortable look tinged with regret washed over Flim's features. "Heh. Yeah, I... I guess so... your highness."

A cruel smile played across her pastel pink features as she casually waved a hoof to shoo him out of her office. "Now get going. I'll be interested to hear what he plans to do to Harmony Aeronautics after you tell him he's being scooped."

***

It was late evening under gloomy skies as Flim Flim Flam finally picked his way up a weed choked path to a mouldering manor house perched on a hill overlooking the dull industrial hamlet of Cutica. A tall, wrought iron fence festooned with "Keep Out" signs encircled the property's blighted lawn.

The skinny yellow unicorn shifted uncomfortably on his hooves and cast a nervous glance back at the cab puller, who looked back at him with a blasé expression and gave him a noncommittal shrug. Casting about, he spotted a brass pipe with a trumpet like flaring at the end, sticking up out of the ground next to a bell pull by the gate. With a tentative hoof he reached up and gave it a tug.

A woosh of dust puffed into Flim's face, causing him to blink and cough as a gravelly, unfamiliar voice buzzed out of the trumpet. "Go 'way or we let da dogs loose."

The unicorn stallion cleared his throat and spoke haltingly into the trumpet. "Hello! I'm uh... I'm looking for Flam Flim Flam."

There was a pregnant pause on the other end of the tube, before the voice sounded again, a bit uncertain. "You a town guard?"

Flim blinked. "Um... No."

The voice continued its interrogation. "You a tax collector?"

The bespectacled stallion shook his head. "No."

His interlocutor took on a perfunctory tone. "Den dere's nopony here by dat name. Scram!"

The unicorn planted his hooves, his voice faltering a bit as he pressed his case. "This is his brother Flim! I need to talk to him!"

Another long moment of consideration passed by, before the voice returned. "Ohhh. His brudder. Hokay. You wait right dere, da bozz got someping for ya." Flim wasn't at all certain he liked the caginess of the unseen speaker's tone.

Some movement at the front door of the house caught his attention, as the paint flaked double doors creaked open. The unicorn stallion's eyes went wide in alarm as the large brass bore of a cannon poked out of the opening.

He dropped to the ground as it went off with a thunderous boom, bursting the wrought iron gates asunder over his cringing form as he covered his head in his hooves and screamed in terror. The cannon ball grazed the top of the cab, sending the pony pulling it galloping away in a blind panic.

After a long pause to collect his scattered wits, Flim warily raised his head and peered through the smoke and bent metal of the fence. A rotund, very low slung earth pony emerged from the doorway pulling a small wagon containing a fresh charge of powder and a cannon ball.

He was a sickly brownish green in color with a bristly black mane and tail, and wore a threadbare tweed riding cloak and sloped cap. His cutie mark was a black circle with a lit fuse, which didn't bode well at all to the shaken unicorn. The dwarfish stallion didn't so much gallop as scuttle as he made his way to the front of the cannon and busied himself hefting the canister of explosives into the smoking muzzle of the gun.

The stunted pony hummed a jaunty tune to himself as he worked, pausing to call over his shoulder to the dumbfounded Flim. "You stay right dere while I reload, hokay?"

The shellshocked unicorn could only blink in response as a strident voice sounded from inside the house. "Otto! What in blue blazes was all that racket out front about? I thought a stray spark had set off the phlogiston again!"

A tall, pallid yellow unicorn stepped out onto the porch to take in the smoking ruin of the fence and lawn and the scurrying earth pony hastily rolling a cannon ball down the steps with a series of ringing clangs.

He was dressed in a dark vest and tailcoat, his rumpled cravat loosely tied around a soot stained, starched collar. His mane and handlebar mustache were an inky black, with the faintest hint of red at the roots.

His bloodshot eyes widened in shocked recognition as Flim leapt to his feet and called to him. "Brother! It's me!"

The black mustachioed stallion's face hardened, and he muttered out of the side of his mouth to the dwarfish creature straining to lift the cannon ball with his dumpy little forelegs. "Load faster, Otto."

With that, he strode down the steps with a grim set to his jaw as he approached the younger unicorn. "So it is you, you backstabbing mountebank. You double dealing half portion. You gilded, gelded sell out."

He stopped face to face with his sibling, snorting in barely suppressed rage as Flim gave him a nervous, lopsided smile. "It's... It's good to see you too, Flam."

The elder brother drew himself up with flaring eyes. "That's Professor Destiny to you, you worm. I cast aside the name Flam Flim Flam like you cast me aside to purvey our precious patents to that puffed up ponce of a princeling and his pernicious payola."

Flim reached up with a hoofkerchief to wipe the spittle off of his face as the self proclaimed Professor called back over his shoulder. "What's keeping that cannon ball, Otto?"

The scuttling little earth pony's grating undertone sounded in the distance as he frantically tamped down the load with a ramrod. "Workin' on it, bozz."

The pallid unicorn turned back to his estranged sibling with a growl. "You have however long it takes my assistant to reload to either speak your piece or get out of my sight, you slippery, belly crawling weasel."

Flim smoothed back his frazzled red and white mane and nervously cleared his throat. "I'm... I'm here to talk about the B.A.T. Five, Fla... er... Professor."

The dourly dressed stallion sneered. "That's the B.A.T. Nineteen, and you'll have to pry the plans for it out of my cold dead hooves if you want to take them and sell them to your misbegotten masters, you unspeakable..."

The younger unicorn hastily cut him off with a vehement shake of his head. "You don't understand. I've gotten word that another company, a new company with close ties to the princesses, has developed their own personal flying apparatus. They're going to demonstrate it to them this coming weekend, and they're almost a shoo in for a Royal Charter."

Professor Destiny's red rimmed eyes widened as the pupils shrank to pinpricks, and he reached up to grasp his brother by the lapels of his trench coat. "WHAT?"

Otto's gravelly voice sounded from the porch. "Fire in da hole, bozz!"

Another huge blast shook the heavens as the black mustachioed unicorn dragged his sibling to the ground. The cannon ball sailed over their huddled forms and smashed the trunk of a dead tree down the path, sending a murder of panicked crows skyward. Their frantic cawing filled the air as the echo of the blast faded in the distance.

As the smoke began to clear, Professor Destiny let out a cough and climbed painfully to his hooves, looking down at his cowering visitor with an expression somewhere between a sneer and a wry smile. "You'd better come inside and tell me all about it."

He turned toward the porch and strode away, shouting at the top of his lungs. "Otto! Go and put the kettle on!"

Behind him, Flim let out a quavering moan and got busy trying to get his trembling legs to work again.

He muttered ruefully to himself. "So far, so... good?"

Part 15 - Cloud Control

A warm summer breeze rustled the stubble of a recently mowed alfalfa field at the edge of Sweet Apple Acres. Low, shaggy haystacks dotted the broad surface, drying in the sun beneath a billowing procession of cumulous clouds drifting lazily across the azure sky.

Twilight Sparkle's brow furrowed pensively as she pored over a dog eared flight manual, pinning its fluttering pages down to the checkered blanket beneath her with a hoof to keep from losing her place. She looked up anxiously at the windsock and wind speed meter that Apple Bloom had set up on a nearby pole. "Hmm. I hope that crosswind isn't going to give us too much trouble."

The young handymare was currently busy articulating the flight harness' left wing with her ear perked for squeaks, while Pip stood patiently and craned his neck backwards to watch her work. The red headed earth pony pulled a socket wrench from her tool belt and tightened one of the joints, speaking matter-of-factly out of the side of her mouth as she gripped the handle in her teeth. "Well, we ain't got much of a choice but t' deal with it. The Weather Patrol's got light winds n' scattered cloud cover scheduled all week 'cos o' hay cuttin' season. Leastwise we won't have t' worry 'bout it rainin'."

Pip's smile gleamed as he gave her a wink. "That's looking on the bright side, luv." The young mare smiled and winked back as she gave the bolt she was tightening a final tweak.

Spike roused himself from the blanket and arched his back, stretching his green, membranous wings. "Relax, Twilight. Crosswind takeoffs are part of the F.A.T. anyway."

He gave the spotted stallion a wry grin. "Just count yourself lucky the Princesses don't want you to take the written part as well." The adolescent dragon made a grimace and stuck out his tongue. "Ugh. So much math and meteorology."

Twilight let out a sigh and murmured to herself as she allowed the wind to flip the page for her. "At least I could help you with that part..."

Spike's aural spines flexed as he cocked his head at her. "What was that, Twilight?"

The lavender mare cleared her throat and gave him a grin that didn't quite find its way up to her eyes. "I said at least you can help Pip with the flight test part of it."

The purple dragonet drew himself up proudly. "No problemo! Sir Concord said that I was a pretty fast learner, I ought to be a fast teacher as well."

Twilight cocked an eyebrow as she gave him a leery glance. "If I recall correctly, what he actually said was that you tended to rush things. I'm not certain if either would parlay into..."

Spike irritably flapped his wings and folded them as he shot her a glare. "Well, whatever he said, with my help Pip will be flying like a bird in no time."

The lavender scholar rolled her eyes as she got to her hooves, allowing the Flight Aptitude Test manual to float off to the side where it hovered at the ready. "And speaking of time, it's about time we got started. Does the harness check out okay, Chief Engineer Apple Bloom?"

The redheaded earth pony mare replaced her socket wrench on her belt and took a step back. "Harness and test pony check out A-Ok, Doctor Sparkle."

With that she flicked the tip of her tail at the youthful stallion's hindquarters with a snap that caused him to stiffen and break out in a warm blush. He gave her a bashful grin as she walked away, a bit of sway in her hips as she looked back over her shoulder.

Twilight nodded, all business as an intent expression settled on her face. "Excellent. And you're ready, Test Officer Pip?"

The spotted earth pony cleared his throat as he tore his attention away from Apple Bloom and gave the unicorn a confident smile with a snappy salute. "Never not ready, ma'am!"

She gave him a curt nod as her horn sparked to life, glowing softly in a faint pulsing rhythm that was echoed in the joints of the wings. "I'm not sensing any spell degradation. Lift and control sub-dweomers are still in full effect. I'd say preflight checks are all good to go."

The lavender unicorn stepped back to join Apple Bloom as Spike came forward, flexing his shoulders and cracking his sinuous neck. He reached up with a clawed fist and bumped it to the earth pony's extended hoof. "Okay, Pip. Lets take 'er up."

The dragonet bunched his powerful hind legs in a half crouch and raised his tail off the ground, bringing it down with an impact that launched him skyward like the arm of a catapult. He leveled out in an expectant hover as Pip lowered his goggles into place and screwed his coltish face up in concentration.

The wings of the flight harness began to beat faster and faster as the downdraft from the canvas and ash wood airfoils flattened the alfalfa stubble beneath him. He rose slowly into the air until he was eye level with Spike, only bobbling a bit as the wind picked up at a higher altitude.

The young purple dragon gave him a nod. "Okay, lets start with some level flight and some basic turns."

***

Down at the far end of the field, one of the haystacks rustled, and a patch of fragrant, fresh cut alfalfa fell away to reveal a set of binoculars hovering in a subdued glimmer of greenish magic coming from a sharp, pale yellow horn. The battered, chipped end of a brass telescope joined it a moment later, held up by a set of stubby, olive brown hooves.

A harsh whisper could be heard from the owner of the binoculars. "Tartarus' tom-toms, will you just look at that, Otto."

A low, gravelly voice could be heard to reply. "Lookin' at it, bozz."

The first speaker continued, his voice incredulous shading to angry. "I can't believe they got that preposterous contraption to work. Just look at it. Look at it!"

His companion let out a faint rattle of a sigh. "Still lookin', bozz."

The binoculars withdrew as the first speaker's tone took on a harsh edge. "Well, if they think they can steal a march on Professor Destiny and his fantastic B.A.T. Nineteen, they're sorely mistaken. Emphasis on the sore."

At this he let out a chuckle, and the haystack rustled as the taller pony turned to the smaller one. "Prepare the rocket, Otto. We'll soon put a stop to this nonsense."

The brass telescope pulled back into the gap and out of sight, and moments later the haystack began to shimmy to the sounds and undertone cursing of a tall, skinny pony and a short, dumpy one trying to maneuver around one another in a cramped, supremely itchy space. Moments later the pointed tip of a red and black striped rocket cone with a leering, sharp toothed shark's face painted on the end poked out of the gap in the hay like an overeager quaray eel.

The Professor's voice took on a sneering, gloating tone. "Lets see how Harmony Aeronautics likes my little magic seeking missile."

After a brief, dramatic pause, he called out in as commanding voice as he could muster and still maintain their cover. "Light the fuse, Otto!"

The crack of a match being struck sounded from deep inside the haystack. "Lightin' it up! Fire in da hole, bozz."

A sinister chortle sounded as the binoculars floated up once again to allow their owner a better view, the lenses glinting in the bright sun as a greenish glow surrounded them. "This is going to be good."

Otto gave a gravelly hiss of alarm. "Uh, bozz... Yer magic!"

Destiny's voice came in a faltering undertone as the hovering field glasses began to sink. "Wh... what?"

His only answer was the rustle of hay and the receding sound of scuttling hooves, followed by the splat of a heavyset gnome of a pony hurling himself into a nearby drainage ditch.

The tip of the rocket vibrated a bit, then lurched sideways as its leering warhead was pulled like the opposite pole of a magnet toward the Professor's green glimmering horn. With a flash that illuminated the interior of the hollowed out haystack, the motor ignited, causing the projectile to begin pinwheeling around the bellowing unicorn's head. "AUGH! OTTOOOOooo!"

With a loud FOOMP the shaggy mound of freshly cut hay was transformed into a fiery mushroom cloud. A hurtling, screaming, long legged silhouette wreathed in smoke and flames tumbled end over end out of the conflagration and landed with a crash in the canopy of a large, sturdy apple tree.

***

At the other end of the hayfield three ponies and a dragon's heads whipped around in alarm as a column of black smoke billowed up before their eyes.

Apple Bloom's pupils shrank to pinpricks as she hiked her tail in alarm. "Great flamin' cinnamon sticks, its a brush fire!" With that, she wheeled and galloped toward the main compound of Sweet Apple Acres, calling frantically for her big brother and sister. Several of the Apple family's farm hoofs were already dropping their tools and galloping toward the well with buckets in their teeth.

Twilight shouted up to her airborne assistant and employee using the Royal Canterlot Voice. "SPIKE! PIP! GO INTO TOWN AND ALERT THE WEATHER PATROL! TELL THEM WE NEED A RAIN CLOUD OUT HERE FAST! I'LL TRY TO KEEP THE FIRE CONTAINED WITH A SHIELD SPELL!"

Pip threw the lavender mare a sharp salute as an intense expression settled on his coltish features. "Right ho! You can count on us, ma'am!" He tucked his hooves in tight to his body and lit out after Spike with a flap of his wood and canvas wings, soon catching up and then outpacing the young dragon as they raced toward Ponyville.

***

Soarin eased a fluffy cumulous cloud forward as his youthful senior patrol pony Rumbles hovered high over the edge of Ponyville's park, directing him with hoof signals as they sought to park the billowing mass of water vapor among a lineup of others. Later in the day, they would be set loose to provide light shade to the ponies who would be out taking their lunch breaks on the wide, manicured lawns and flower gardens.

The sky blue stallion pricked up his ears as he heard a distant voice calling his name, and turned with a shocked expression spreading across his face as he spotted Pip approaching at top speed with Spike close on his heels, puffing and straining against his heavier mass as his membranous wings furiously beat the warm summer air.

Pip attempted to skid to a stop in midair and tumbled end over end with a yelp of alarm as his back legs swung forward and sent him into a backspin. Soarin furrowed his brow and shoved off of the cloud, flying to meet the youthful test pony on an intercept course. He nimbly ducked the spotted stallion's flailing hooves and caught him around the middle, receiving a sharp blow across the cheek from one of the artificial wings' ash wood spars.

The former stunt flyer shook off the stinging impact and was just about to ask the dazed earth pony whether he was alright when a cracking adolescent dragon's roar of alarm sounded from a purple and green blur that shot past beneath the two stallion's hooves and plowed into the cloud that Soarin had just been guiding, sending it barreling into Rumbles as the startled young pegasus tried frantically to signal it to stop. The pillowy mass' forward movement was checked when it smushed into one of the other parked clouds, sandwiching the pale blue grey pegasus between them.

Pip shook the spirals out of his eyes and grabbed the older stallion by his shoulders. "There's a ruddy fire out at Sweet Apple Acres!"

Soarin's own eyes widened in alarm as he looked past the spotted earth pony's shoulder toward the vast swaths of apple orchard on the far side of town, spotting the wisps of smoke rising against the brilliant blue of the sky.

His face set in determination, and he gave the harness clad earth pony a sharp glance. "Can you fly under your own power, Pip?"

In response, the young stallion pushed away, flapping the artificial wings briskly as he gave the sky blue pegasus a curt nod. "Seems like it."

Soarin wheeled and dove toward the jumbled cloud collision. "Come on, help me with this thing." With that, he planted his hooves on the far side of the cloud and pushed it away from the other, revealing the semi flattened form of Rumbles splayed out like a Eohipptian hieroglyph.

They young weather patrol pony blinked in wide eyed befuddlement as he pulled himself free of the other cloud. "What in Princess Luna's waxing moon is that?" He stared in disbelief at Pip as the young test pony brought himself about, flying around the circumference of the cloud until he came up beside Soarin.

When he reached out to place his hooves on the fluffy white mass of vapor, he found himself passing through it with another startled yelp and tumbling out the bottom with ragged wisps trailing from the dampened canvas wings. Grimacing with effort, he managed to check his descent and pulled into a wobbly hover several hooves below the cloud.

He gave the sky blue pegasus a sheepish grin over his shoulder as he righted himself. "Dreadfully sorry, mate. Can't get a grip on the bally thing."

The sky blue pegasus tsked in irritation. "Who's been teaching you to maneuver? I've seen cheese danishes with better trim control."

At this Spike's head popped out of the top of the cloud with an annoyed look on his scaly face. "Hey!"

Soarin ignored the dragonet's fuming glare as he turned to Rumbles. "Yo Rum! Go round up Cloudchaser and Raindrops. I think they're working vapor collection down at the train station. Tell 'em to double flap it over to Sweet Apple Acres for some fire suppression. Have 'em bring a Number Seven, or a double wetloaded Number Five if that's all they can get their hooves on. Okay?"

The younger pegasus stallion blinked, tearing his gaze away from Pip and his artificial wings. "Uh.. I don't think either of us is authorized to..."

The sky blue former stunt flyer snorted in irritation. "Look, if they wanna write me up for overshooting protocols later, I'll be glad to supply 'em with a quill." He jerked his head toward the distant apple farm. "Right now, though, we got a fire to put out, so less yappin' and more flappin', okay kid?"

Rumbles saluted in spite of himself and rocketed away over the rooftops of Ponyville. Soarin gave a nod of satisfaction, then beckoned Spike and Pip to fall in behind him as he grunted with effort and began to push the cloud against the wind in the direction of Sweet Apple Acres.

***

Apple Bloom, Applejack, and Big Macintosh galloped to and fro across the field, dumping buckets of water on scattered flare ups around the perimeter of a shimmering purple dome filled with roiling black smoke that was eerily underlit by crackling orange flames at it's base. A steady stream of farm hooves were taking the empty buckets back to the nearest well pump, refilling them, and then bringing the laden buckets to the Apple family to disperse as needed.

The blonde farm mare was panting as she came over beside Twilight, who stood with hooves set and a furrowed brow as her horn glimmered with purple magic. The earth pony settled heavily onto her rump and drew a hoof across her soot and sweat stained brow, pushing her cowpony hat back as she let out a tired sigh. "I reckon we done got all th' outlyin' fires. Fluttershy's got the bird's lookin' out fer any other loose embers." She nodded toward the dome. "Now there's just th' big one t' settle."

A look of chagrin passed across the lavender unicorn's face. "I'm sorry I can't make the shield opaque to air, or I could smother the fire myself. This isn't really how the spell was meant to be used... "

Applejack gave her a fond smile. "Y'done plenty just keepin' it contained, sugarcube. Th' weather ponies oughta be able t' put it right out once they get here."

She turned her gaze back toward the dome as she rubbed her chin in thought. "I've heard o' haystacks catchin' fire if'n they get all moldy inside, but we only cut this field a couple days ago, and I sure ain't never heard of 'em up n' explodin' like that."

Twilight gave a shrug as she maintained her concentration. "Well it wasn't Spike's fault, he was in the air with Pip when it happened, and even if he had been the one to breathe on it then instead of putting out a grass fire we'd be having to explain to Princess Celestia why she'd suddenly received a super sized order of hay fries with her lunch."

Applejack shook her head as she replied. "I didn't reckon it was Spike in the first pl..." She paused as she noticed that she and her scholarly unicorn friend had fallen into shadow. "What in tarnation?"

Both mares looked up as a wheezing, panting voice called out from above. "Did... did some... pony call for a rain cloud?"

There they saw a puffy white cumulus about the size of a cottage hovering only fifty hooves above their heads, with a slightly overweight stallion peering over the edge as he caught his breath. An adolescent purple dragon and a spotted earth pony wearing a wood and canvas approximation of a pair of wings hovered expectantly at his side.

A smile spread across the blonde mare's face as she met Soarin's earnest gaze. "Hey there, sugarcube. Nice of y'all to drop by."

Soarin looked around with his brow furrowed in confusion. "So where's this fire at?"

Applejack pointed toward the ominous looking black dome with its flickering orange bottom edge. "Right over there. Twi's keepin' it bottled up with her magic."

The lavender unicorn spared them a sidelong glance as she called up to them, mainly keeping her eyes focused on her spell. "You won't be able to get any water on it until I drop the shield. Let me know when you're ready."

The sky blue pegasus' brow furrowed as he surveyed the situation. He gave a shake of his head as he looked down at Twilight. "The minute you pop that bubble we're gonna get a huge thermal updraft." He patted the fluffy surface of the cloud. "Which'll either slide this skimmer out of place like a scoop of ice cream off a hot slice of pie or punch a hole right through it."

Soarin thought for a moment, and then nodded to Pip and Spike. "I need you guys to give me some cross draft to disrupt the air column. If you can break it up a little I ought to be able to keep the cloud in place and hop some drops down onto the target.

The spotted earth pony threw him a snappy salute with a gleaming grin while the purple dragonet gave him a clawed thumbs up, and the two of them took up positions near the roiling black globe. The pegasus stallion gave a nod of satisfaction and set his hooves against the trailing edge of the cloud, pushing it forward until it hovered about a hundred hooves above the magically contained fire.

A look of concern crossed Applejack's face as she called up to him. "You be careful now, sugarcube! Don't singe yer feathers!"

Soarin gave her a wink as he flew up to hover directly over the cumulous. "It's all in the reflexes, hot stuff!" This elicited both a blush and a glare from the blonde farm mare as she kept her eyes trained on him with a hint of worry creasing her brow.

His face set in determination as he called down to Twilight, Spike, and Pip. "Doctor Sparkle, I'm gonna count to three and then I want you to drop the bubble. You kids start that crossdraft."

The adolescent dragon grimaced with effort as his wide, membranous wings pushed great scoops of air over the black dome. Pip willed the flight harness' airfoils to beat faster and faster, sending a steady stream of wind alongside Spike's pulsing blasts.

Soarin bunched up his legs and beat his wings a couple times to gain some altitude. "Okay everypony, on my mark! One! Two! Three! NOW!"

Twilight released the glimmering purple shield spell with a flick of her horn as the pegasus stallion shot downward, striking the cloud with all four hooves and then tumbling away with a powerful beat of his wings. The cumulus instantly collapsed into a torrent of water which fell like leaden sheets, as a thick column of black smoke rose from the now vanished dome. The two met in the swirling vortex of Spike and Pip's crosswind, creating a swirling cloud of grey smoke and mist as the heavier globules of water crashed down onto the flames and rebounded as a hissing bloom of steam.

Both the dragon and the young earth pony test pilot backed away from the roiling grey cloud. They looked over sharply as Soarin floated down between them with a look of concentration on his face. "Okay guys, gimme another crossdraft so we can disperse this smog and see how we did." They gave him a nod and resumed their tempo with the retired stunt flyer at their side, matching their wings beat for beat.

The steam and smoke began to dissipate, revealing a charred circle of smoldering ash with a few flickering, greatly weakened tongues of flame sputtering to stay alight.

Soarin pursed his lips and furrowed his brow as he gestured for his hovering companions to slow down their wing beats. "Okay, back it off so we don't fan those flames. One more cloud worth would probably do the trick."

He looked down as Apple Bloom's voice arose from below. "One cloud, 'comin' up!" The leggy young mare stood on the tips of her hooves and pointed toward Ponyville. "And it looks like a whole mess o' pegasi besides."

The sky blue pegasus stallion looked to where she was pointing, his brow darkening as a look of concern washed across his face. A pair of mares, one a light lavender with a powder blue mane and the other a bold yellow with deeper blue tresses, were in the lead with a leaden grey cumulous between them. It looked like maybe a Number Five with a little extra rainloading, from the way it was trailing ragged splatters of water beneath it. Rumbles could be seen following behind him, and further on behind was a flock of winged stallions, mares, and foals clustered in groups of three to five strong.

He cast a worried glance over at Pip, who smiled a broad, glittering smile and raised a hoof to wave at the approaching crowd.

As Rainbow Dash's parting words rung in his mind, he murmured under his breath. "Oh sleet and hailstones..."

***

A pink mare with a frizzy magenta mane ambled down a broad road flanked by apple orchards, humming a happy tune and pushing a perambulator with the tip of her nose as a chocolate brown pegasus filly with a light pink mane of equal frizziness buzzed along at her side with a well loved and consequently well worn rainbow maned Wonderbolts doll drooping from her dainty little muzzle. The baby buggy contained a plump foal the color of bubble gum with a light tan shock of mane, who laid on her back and burbled, kicking her tiny hooves and shifting her downy wings against the brightly colored blanket beneath her, gazing with wide blue eyes as another shoal of pegasi passed overhead.

The chocolate colored filly watched the flying ponies making their way toward the rising column of grey smoke over Sweet Apple Acres and turned to her mother, murmuring something through the doll in her mouth as the pink mare pricked up an ear. Pinkie gave her daughter a shrug. "I dunno, sugar pot. If it really is a pegasus party, though, then it's you and Puddin's lucky day!"

She craned her neck over the pram's handle, nuzzling the little foal's tummy. "Yes, it's Puddin' and Tootsie's lucky day! Yes it is! Yes it is!"

The pink mare brought her head up with a nonplussed expression as her ears began to flop. "Uh oh, somepony's gonna need a bath..."

After a moment's mental calculation, her eyes narrowed as she turned toward her elder daughter, an edge of exasperation creeping into her voice. "Tootselina? Whatever you're planning on getting into... don't. This is our first outing with Puddin' and I don't want to spend it... hosing... you... down?"

She trailed off, her arch expression dissolving into surprise as she found the chocolate brown filly innocently hovering at her side, her own little ears flopping in tandem with her mother's.

Pinkie shook her head and blinked, then rubbed her chin with a hoof as she watched her eldest match her ear flop for ear flop. "You too, huh? Who's gonna need a bath, then?"

Tootsie pointed a dainty hoof at her younger sister, muttering through her doll in a helpful tone. Her mother cocked an eyebrow, then reached into the baby carriage and lifted the burbling little filly out, turned her around, and raised her diapered bottom to her nose, inhaling deeply.

After a moment's consideration, Pinkie shook her head and laid her youngest back on the blanket, then turned to her eldest with a pensive expression. "Noperoony, jellybean. Puddin' didn't make an 'uh-oh'. She's bein' good just like you are."

She lowered one eyebrow and raised the other as she saw Tootsie staring down the road ahead of them. She turned, and saw what the little chocolate colored pegasus was looking at.

Two ponies were coming up the road, one tall and skinny and one low slung and a bit chubby. The taller one was a sooty black, with the charred, ragged tatters of a cloak and tailcoat hanging on his narrow frame, the exploded remains of a top hat giving the impression of a chimney as a wispy plume of smoke trailed off of him. His mane and what may have been a handlebar mustache were frayed and frazzled, with twigs and apple tree leaves tangled in them. His gait was stumbling and unsteady, and it seemed as if he was having trouble getting his knees to bend properly. His squat companion, on the other hoof, was dripping with a slimy coating of mud and grime, and a faint squishing noise could be heard with each hoofbeat as he scuttled along leaving a damp trail behind him.

Both stallions stopped, the tall one weaving a bit on wobbly legs as Pinkie gave a little bounce on her hooves and greeted them. "HI! My name's Pinkie Pie, and these are my kids Tootsie and Puddin'. Who are you?"

The smoldering unicorn's horn sputtered to life with green tinged magic as the battered remains of his top hat floated over his head and tipped politely. He gave her a stiff bow. "I... am Professor... Destiny."

He inclined his head vaguely toward the dwarfish pony skulking behind him. "And this... is... my assistant Otto Bomb."

The rotund little pony gave a curt wave of his blunt, mud coated hoof and replied in his low, gravelly voice. "Heya."

Pinkie smiled a cheery smile. "Nice t'meet ya!" She cocked her head. "I don't think I've seen you two around Ponyville before."

The Professor settled his hat back on his head, accidentally poking a fresh hole in it with his horn. "Oh, I've been to Ponyville on several occasions." His bloodshot eyes narrowed as he muttered under his breath. "And this sort of debacle is pretty much par for the course..."

The pink mare's grin widened. "Oh, well that's just great! You're only a stranger once, here in good old Ponyville. As soon as you get yourselves cleaned up you should stop in at Sweet Apple Acres." She waved a hoof toward the orchards. "Which is this big apple farm right here."

The soot blackened stallion's eyes narrowed further. "I'm... familiar with the place."

Pinkie gave another little hop. "Great! They're having some kind of pegasus party here, but I bet unicorns and whatever your little friend is would be welcome too. The food here is super scrumpdiddilyicious, especially if there's a zap apple crop, and they have some of the bestest cider this side of Equestria."

The Professor flinched at the mention of cider, and gave the pink mare as charming a grin as could be managed with his mustache still smoldering. "Sounds... delightful. We'll be back." He turned and beckoned his assistant with a flick of his horn. "Come along, Otto."

His expression darkened as he stepped around her and continued up the road. "Oh yes... We'll be back indeed..."

Pinkie waved after them as Tootsie continued to make faces at them from outside her mother's field of view. "Okey dokey smokey! Tell your brother he's welcome to stop in too!"

The Professor stumbled to a halt, his shoulders bunching up in shock. He looked back over his shoulder, his bloodshot eyes wide in disbelief as the pink mare turned away and continued up the road to Sweet Apple Acres pushing the baby buggy ahead of her and cooing at her infant daughter. The little chocolate brown pegasus filly stuck her tongue out at him one more time with her eyes crossed for emphasis, ceremoniously replaced the doll in her mouth, and fluttered away after her mother.

The soot covered unicorn who called himself Destiny grimaced, stuck his tongue out after her in reply, and stalked away down the road to Ponyville, muttering darkly under his breath with his scuttling sidekick following dutifully behind.

Part 16 - New Heights

Raindrops and Cloudchaser escorted the small, sodden cumulous overhead, the trailing runoff from the overloaded cloud splashing ponies on the ground as the two pegasus mares made a bee line for the circular burnt patch with its speckling of stubborn flames. The pale lavender weather worker took hold of the cloud and guided it in a figure eight pattern as her bright yellow partner hopped lightly on its crest, sending cascades of water to quench the remaining fires.

Soarin, Pip, and Spike touched down next to Twilight and the Apple sisters as the patrol pegasi went about their work. With a nod of satisfaction, the spotted earth pony stallion tugged a cord on the harness and caused the wings to refold themselves with a clack. "Well ladies, I think we can suffice it to say that the flight harness has performed admirably under duress."

Apple Bloom batted her eyes at Pip as a blushing smile spread across her face. "My hero!"

With that, she reared up, throwing her forelegs around his withers and pulling him into a kiss. A jolt traveled through the young stallion's frame, causing his cropped tail to frizz as the flight harness' wings spontaneously deployed.

Applejack flushed beneath the smudges of ash and grime on her cheeks, and stepped up to Soarin with a wink and a grin as she wiped her snout off with a foreleg. "I reckon I got one o' them too..." She reached up and pulled his face around to plant a kiss on his lips.

Twilight and Spike shared a wry grin, and the lavender unicorn gave her draconic assistant a hug. "You did good as well, 'Thunderdragon'. I'm not gonna kiss you, though."

The purple dragonet bent down to return his guardian's embrace. "I'd be willing take one from Rarity in trade."

She chuckled, shaking her head. "I'll see what I can do..."

A short distance away Big Macintosh nearly collided with a haystack as he glanced in their direction and saw what both of his sisters were doing. His ruddy, freckled face hardened, and he seemed about to say something, but was stopped by the gentle touch of his wife's hoof on his shoulder. She gave him a small shake of her head, a fond smile, and a soft peck on the cheek. He let out a snort, returned Fluttershy's smile, and turned away to give direction to one of the farm hoofs with a flick of his tail.

A moment later Applejack stiffened and recoiled from Soarin with her brow furrowing in mild irritation. "Hey there, darlin'. There somethin' th' matter that y'can't focus on what yer doin'?"

The sky blue pegasus gave her a distracted nod as he eyed up the pegasi landing all around them. "Uh... yeah. Gimme a second, sweetheart, we might be in for some trouble here..."

He turned away from the blonde farm mare, leaving her blinking in consternation, and edged over to Twilight, muttering to her out of the side of his mouth. "Um, Doctor Sparkle? How many ponies can you teleport at once and at what range?"

The lavender unicorn raised an eyebrow. "About ten or so, in about a forty hoof radius. My max distance with passengers is about a mile. Why?"

Soarin gave her a curt nod. "Just be ready to do it if I tell you to."

Twilight cocked an ear. "What do you mean?"

He held up a hoof for silence as he walked past her. "Let me do the talking, I'll try to keep this from getting ugly."

He lashed his tail nervously as he advanced toward Pip and Apple Bloom, who were still kissing as a growing crowd of pegasi stood and hovered around them, murmuring among themselves.

Just as Soarin was about to call out a friendly, hopefully calming greeting, one of the mares in front spoke up. "Excuse me, but where did you get that?"

Apple Bloom glared at her over Pip's shoulder with a snarl as she pulled the young stallion tight to her chest. "This one's mine. Get yer own!"

The spotted earth pony stallion cleared his throat, shook his head to uncross his eyes and disperse the little cluster of hearts floating in front of them, and then gave the red headed mare a glinting smile. "I think she's talking about the flight harness, luv."

The young handymare blinked, and blushed as a sheepish grin spread across her face. "Oh, right." She turned to the pegasus and drew herself up proudly. "I built it, Miz Rarity made th' cloth parts, and Doctor Sparkle over there's th' one who magicked it up so it'd fly."

Soarin's eyes widened and his wings flared in alarm as a small stampede of hooves and rush of wings brought the crowd over to cluster around Twilight, Applejack, and Spike. He wheeled, preparing to cry out a warning and tensing to launch toward the fray, shielding the two earthbound mares with his body if need be.

His jaw dropped as he heard a babble of voices, not the angry shouting of a mob, but full of enthusiasm and wonder.

"Can you make one of these for me?"

"How much does it cost?"

"That thing is amazing!"

"I want three!"

"I wouldn't have believed it if I hadn't seen it with my own two eyes!"

"Do you make these in foal's sizes?"

The sky blue stallion raised a hoof to his lips and blew out a loud whistle that cut through the chatter, causing it to fall silent as he stood breathing heavily and grinding his hooves in the alfalfa stubble. "Wait a vapor pickin' minute! Hold it, hold it, hold it!" He reared up, laying a foreleg across a raised hoof. "Time out!"

He dropped back to all fours and stomped through the crowd of pegasi, taking up a position between Twilight and Applejack. "You all LIKE the flying harness?"

A pale purple mare with her light green mane pulled back in a magenta bow nodded. "My little colt Glitter is a unicorn. I'd totally love to be able to teach him to fly like my mom did with me."

Another winged mare with a pink and green mane bobbed her head in agreement. "My folks are earth ponies. I think they'd love to see Ponyville from the air like I do. Especially when all their gardens are in bloom."

A beefy white stallion with tiny, fluttering wings sticking up from his broad back grimaced at him. "You gotta problem with that, bucko?"

Soarin' raised his hooves in a conciliatory manner. "Uh... N-no! No, not at all. I think they're great. No problem at all."

He took a step back and slumped down into a seated position as the pegasi turned their attention back to pestering Twilight with questions. Some of them broke away to cluster around Pip and Apple Bloom, oohing and aahing over the winged device strapped to the young test pony's back.

Applejack sidled up beside him and nudged him. "Ya okay there, sugarcube?"

He nodded and got to his hooves, rubbing the back of his head sheepishly. "Yeah. I'm great, actually. I just... I guess I wasn't expecting the local pegasi to react so well to the wing harness."

She gave him a wry smile as she bobbed her head toward the curious crowd around her sister and the spotted stallion, who were happily showing off the device and its workings. "Ponyville started out as an earth pony town. Th' local pegasi live 'round these parts instead o' some cloud city 'cos they got roots. Most of 'em got family here, goin' back generations, and not all of their kin were born with wings."

The blonde farm pony paused to give one of the mares a friendly nod and turned her attention back to Soarin. "Case in point, that gal there's the first pegasus ever been born t' her family. 'Blossomforth' ain't exactly a traditional pegasus name, far as I know."

The sky blue stallion dug his hoof, giving her a chagrined look. "I guess that makes sense. I was kind of afraid we were gonna have an angry mob on our hooves."

Applejack tossed her head and rolled her eyes. "These pegasi are our friends n' neighbors. I've known most of 'em since I was a filly, and they're all mighty fond o' Twi n' Rarity. Not a one of 'em would raise a hoof in anger against them or anypony else in Ponyville."

She pursed her lips. "I reckon y'got all worked up thinkin' 'bout how Rainbow had her tail in a twist last week. That gal's loyal as all get out, naturally, but she's always had a bad habit o' assumin' th' worst of folks and jumpin' outta th' gate half hitched."

Soarin let out a chuckle. "Well, there is one thing Dash is right about." He reached out with a wing and pulled her closer. "She said I'd like it here in Ponyville, and the more I get to know about this place, the more I do like it." He leaned over with a smile. "And the ponies who live here."

With that, he drew her into a kiss. This time, he made sure to give it his full attention.

***

Twilight Sparkle was straining to explain the flight harness' workings to a group of raptly attentive pegasi. In spite of her time teaching undergraduate thaumaturgy and introductory arcanomathematics, she still found it difficult to craft explanations that didn't feel to her like she was oversimplifying or glossing over the subject, whilst not feeling like a glass of warm milk and a lullaby to any layponies who might be listening.

As she stole a glance over their heads, hoping that wasn't where her speech was going, she spotted a bouncy crest of frizzy pink mane bobbing at the edge of the crowd. A smile spread across her face in spite of herself.

She turned to the pegasi with an apologetic expression. "I hate to break off without answering all your questions, but something's just popped up. We at Harmony Aeronautics appreciate your interest, and you'll soon be able to direct any and all inquiries to our public relations office. Now if you'll excuse me..."

With that, she vanished in a burst of white light, making a mental note to herself to talk to Rarity about setting up a public relations office.

Twilight popped back into reality next to Pinkie Pie and her perambulator. She gave the pink mare a fond smile and a wave of her lavender colored hoof. "Hi, Pinkie. It's good to see you out and about."

The candy colored earth pony grinned from ear to ear and gave her old friend a brief hug. "Hiya, Twilight!"

She took a deep, luxurious breath and stood on the tips of her hooves."It's super great to be out and about. I've been so busy takin' care of Puddin' this past month I've been goin' stir crazy, which is okay if you've got batter to mix up but not so good otherwise."

She nodded her head at the clear, lightly cloudy skies above. "So today I decided it'd be nice to take my fillies and go for a walk." The pink mare gave a wry smile and let out a sigh. "Well, I walked. Puddin' rode, and Toots flew."

Almost on cue, a high pitched chorus of squeals caused both mares to wince in unison. Nearby, Pinkie's eldest daughter was engaged in a raucous game of poppitup with Windfall under Fluttershy's watchful aquamarine gaze. The fillies wheeled and circled, keeping the chocolate brown filly's treasured Rainbow Dash doll airborne with flyby nudges from noses or tails. Fluttershy shrugged apologetically and gave her friends a wave.

Pinkie nodded toward the milling and hovering crowd. "So imagine our luck when we noticed all these pegasi heading over toward Sweet Apple Acres for what could only be a pegasus party, because why else would a big bunch of pegasus ponies all get together in one place for, aside from chasing away a big storm or something?"

The earth pony mother smiled down into the carriage, where her infant daughter blew some bubbles of drool and kicked her little hooves as she met her limpid blue eyes. "Seemed like a perfect pretense for Puddin's public party premiere."

Twilight cleared her throat. "Well, truth be told, we had a mysterious fire out here, but that's been put out. The real reason all these pegasi are here is because when we sent Pip to get the weather patrol, a lot of them saw him flying in the harness and were curious."

Pinkie Pie was busy making a funny face for Puddin', but stopped short with eyes wide and her tongue half out, and turned to Twilight with that expression frozen on her face. She reached back and gave the mane at the back of her head a tug, retracting both eyeballs and tongue, and then grasped the lavender unicorn by her shoulders, her voice tinged with disbelief and hope. "Pip? As in Pip Squeak the chimney sweep? Flying? But Pip's an earth pony! Earth ponies can't fly. That's crazy talk."

Twilight furrowed her brow and pursed her lips, letting out a small huff. "Pinkie! Apple Bloom, Rarity, and I have been working on a winged harness that will let earth ponies and unicorns fly for months now. We haven't really been keeping it that much a secret. Surely Applejack or Fluttershy mentioned it to you."

The cotton candy colored mare gave a casual toss of her head. "Oh, they have, but I made a point of forgetting all about it so that your big reveal would be that much more super exciting and wonderful."

The lavender unicorn rolled her violet eyes, shook her head, and gave Pinkie a strained smile. "Would you like to see it?"

The pink earth pony started bouncing higher and higher. "Would I? Should chocolate covered jelly donuts be a food group? Of course I'd like to see it."

Twilight gave Pinkie a fond if slightly exasperated grin and beckoned her to follow with her horn.

Pip was flashing his glittering smile at a trio of pegasus mares who seemed just as intent on admiring his physique as they were the winged harness that he wore, causing Apple Bloom to curl her lip a bit and narrow her eyes warily as she manipulated one of the wings to show off the mechanism.

The three pegasi were unceremoniously swept aside in a burst of loose feathers and flailing legs as a pink, yellow, and blue blur suddenly snapped into the shape of Pinkie Pie and a baby carriage where they had been standing.

The young test stallion flinched back in surprise as she proceeded to examine every nook and cranny of the flight harness, giving little if any consideration to the young stallion's personal space. "Er... Hello there, Mrs. Pie. Jolly good to see you today?"

Apple Bloom let out a sigh of mixed relief and bemusement. "Howdy Pinkie." She glanced over at little Puddin' with a smile, and flinched as another joyous shriek split the air. She exchanged a wry expression with Twilight as she approached. "Sounds like ya brought yer daughters by fer a visit."

An expectant smile was beginning to manifest on the lavender unicorn's face. "So... What do you think, Pinkie?"

The candy colored mare rounded on her with a look of excitement on her vibrant pink face. "I think it's super duper cool, Twilight. It's the cat's meow, the bee's knees, the sea serpent's mustache!" Her brow furrowed for a second, and a thoughtful look crossed her face as another squeal rang out from Tootsie and Windfall's game.

She met her unicorn friend's gaze with her ears perked up hopefully. "Can I try 'em?"

Twilight's eyebrows shot up as she reared back. "T-try them? Well... these are prototypes. I don't know if that would be such a good... uh..."

She was silenced by a faint whimper and a pair of large, wobbly, limpid blue eyes set in a pouting pink face with a slightly quivering lower lip. Some tiny, analytical core of her mind set about devising an experiment where she might compare Fluttershy's "The Stare" and... and this. Perhaps with a cockatrice as a control sample. The rest of Twilight's considerable brain power was reduced to soggy, saccharine mush.

She cast a desperate glance over to Apple Bloom and stammered. "Um... uh... Ap... Apple Bloom, what do you think about letting Pinkie... letting her... uh..."

The young handymare held up a hoof and took a step back. "Whoa, hey. I'm just the engineer. They're safe for anypony t' fly, 'specially since we got y'all and a passel o' pegasi t' spot for her, but makin' that call's above my pay grade."

She jabbed the hoof at Pinkie as she saw the frizzy maned head start to rotate in her direction. "Y'all just keep them puppy dog eyes o' yers lookin' that way, Miz Pie."

Pip cleared his throat and took a step forward. "I say. I won't presume on your judgement, Doctor Sparkle, but were it up to me I'd gladly accede to this mare's request. The harness works like a charm. Safe as houses."

Twilight dithered, glancing toward where she'd last seen Apple Bloom's elder sister. "Um.. what do you think Applejack would say to... uh..."

The blonde mare and her sky blue pegasus swain were still locked in their kiss. The farm pony held her hat in her hoof and leaned over the former stunt flyer, who's back arched in a swoon with his wings flared.

Apple Bloom cast a wan look at the osculating couple, then turned back to Twilight with a deadpan expression. "I reckon th' answer'd be 'No comment.' It's yer decision, boss."

The lavender inventor let out a sigh, tapping her hoof on her chin as she squinted to withstand a further onslaught of liquid eyes and lip quivers. "Well... I would like to test user fungibility on the prototype..."

She dropped her hoof and did a little tap dance of uncertainty. "Ohhh. Rarity is going to be so colossally miffed that she missed this."

Twilight let out a sigh, then gave her old friend a smile. "Of course you can try it, Pinkie. You're the whole reason I started this enterprise in the first place."

At this, Pinkie bunched up her shoulders and started bouncing rapidly in place, a sound like a rising tea kettle coming from the depths of her throat. The lavender unicorn reached up and planted a hoof on her vibrant pink shoulder with a chuckle. "Hang on there, girl. Don't take off before we can get the harness on you."

She turned to Apple Bloom and Pip. "If you guys would give us a hoof here..."

***

Tootsie and Windfall let out another shriek in that ear splitting frequency common to little fillies at play as they looped and banked over the alfalfa field, flipping the bedraggled blue and yellow suited doll between them in imitation of its model's famous aerial stunts.

Suddenly the little chocolate brown filly drew herself up, her blue eyes wide in shock as the doll precariously balanced on the tip of her dainty snout. Windfall pulled into a hover, rotating to see what her friend was staring at. Her own emerald green gaze landed on a pink mare floating there expectantly on a pair of wood and canvas wings, a flight helmet and goggles barely containing a frizzy cloud of mane around a smile of pure, untrammeled joy.

Tootsie let out a gasp. "M... mama? You can fly?"

She let out a cry of alarm as the Dash doll rolled off of her nose and plummeted toward the ground. A split second later, Pinkie broke into a steep dive, intercepting the falling facsimile of her friend and flipping it skyward with a flick of her twitchy tail.

Both fillies and the cotton candy colored mare let out an exultant squeal and the best game of poppitup ever played was joined. Moments later, a softly giggling Fluttershy was pulled into the action, and mothers and daughters frolicked happily together in the summer breeze.

Down below, Twilight Sparkle stood beaming with joy and standing next to Pip and Apple Bloom, who held hooves and gazed up with the rest of the ponies in attendance. Applejack and Soarin had finally come up for air, and were grinning fondly at the spectacle as well.

The lavender unicorn flicked an ear and turned to look down as a movement in the baby carriage beside her caught her attention. Her eyes widened as a tiny, pink, diaper clad figure rose slowly up out of the pram, her delicate little wings buzzing furiously and her innocent face fixed resolutely on her mother and elder sister.

Windfall called the game to a halt as her sharp eyes spotted the fluttering infant first. "Look! Puddin's flyin'!" At a nod from Fluttershy, the butter colored pegasus and her peach colored daughter withdrew to quietly observe.

The Rainbow Dash doll tumbled, unheeded, to the alfalfa stubble below, as her playmates froze, watching the youngest member of the Pie family make her determined way up to them, bobbling a bit as she worked her little wings.

Tears welled in Pinkie Pies eyes as she drifted down to meet Puddin' with Tootsie at her side. She took the little filly in her hooves and hugged her with a sob.

Her elder daughter screwed up her face in confusion as she orbited the tender embrace on her hummingbird busy wings. "Why are you cryin', mama?"

Pinkie gave Tootsie a grin. "'cos my dreams didn't come true, sugar dot." She gave Puddin' a squeeze. "And that's just wonderful."

Twilight plucked up the discarded Wonderbolts doll in her magic, and looked up at the scene with a tear stained smile of her own. She softly intoned under her breath, her voice cracking with emotion. "Eureka!"

Part 18 - Chandelles

The gentle wind undulated the surface of the meadow far below as two stallions hovered a furlong above in the warm summer air, one on the sky blue wings he was born with and one on wings of canvas and wood that he had been given by his employers. Said employers, in the person of a lavender colored unicorn mare who made up half of the partnership that helmed Harmony Aeronautics, watched them from the ground with her horn glittering as her young dragon assistant stood by to write down her steady stream of observations and readings from a small weather station.

Soarin met Pip's eye as he laid out the latest challenge facing the dashing test pony, gesturing toward a three sided box formed from shimmering purplish magic. "Okay, now this last maneuver is called a chandelle, which is essentially pulling a tight U turn while gaining altitude. It comes in real handy if you find yourself in a box canyon, or a blind alleyway if you're flying street level in town."

He hovered casually in place, demonstrating the desired flight pattern with a turning hoof. "You're gonna start at normal cruise speed, then kinda roll your way into a banking turn at maybe a thirty degree angle. Then you're gonna wanna power flap a couple times and pull your pitch up while keeping your banking angle steady. When you're at about ninety degrees of your turn, you're gonna feel like you're maybe gonna stall, but just keep it smooth and ease your banking angle back down to level and you'll find yourself heading back the opposite direction on a straight and easy. Got it?"

The spotted earth pony raised a hoof to his brow and snapped off a brisk salute. "Quite so. Wish me luck, old bean."

Soarin gave him a wry grin as he nodded toward the floating magical construct. "Work on your skills, and the luck'll follow, kid. Now get going, I don't have much left of my lunch break here."

As Pip gave an eager nod and wheeled away, the pegasus murmured to himself as he looked down and saw Applejack trot out from among the apple trees into the billowing grass of the meadow with a bushel basket perched on her back and a sunny smile on her freckled face. "And anyway, I don't know how much luck is left over, 'cos I seem to have gotten it all."

With that, he leaned into a shallow dive, pulling up into a low hover as the blonde mare fished a juicy looking apple out of the basket with her tail and lofted it skyward. He caught it easily in his fore hooves and gave her a wave. "Thanks, sweetheart."

Applejack chuckled. "No problemo, darlin'. It's only proper that ya get fed if'n yer gonna spend yer whole lunch hour out here day after day."

Soarin gave her a wry smile as he glanced down at his tightening waistline. "Well, I could still stand to skip a meal or two, hot stuff, but never one from you." He paused to admire the gleaming red and gold fruit cupped in his hoof, then took a large bite, his eyes rolling skyward in a blissful expression as he savored its crisp sweetness.

The blonde earth pony deftly flicked another apple to Spike, who snapped it out of the air like a striking quaray eel and went back to jotting down wind speeds, chewing contentedly while Twilight immobilized a third specimen of the farm's namesake fruit in the air with her magic with the barest flick of her horn. The lavender hued inventor kept her attention riveted on Pip's approach to her conjured walls. "Make sure to keep a tally on all the food we eat, Applejack. Harmony Aeronautics will recompense you."

At this the farm mare shook her head solemnly. "Sugarcube, y'all're same as family, which means yer money's no good here."

A smile flitted across Twilight's face. "All right, I'm not going make an issue of it until we actually have money to convince you to take. A lot hinges on our demonstration for the princesses." Her brow furrowed as a tense expression spread across her face. "If we fail to get that royal charter we may have trouble getting ponies to invest in us."

Soarin finished off his apple in a couple more bites, then tossed the core over his shoulder, catching it with a kick of a rear hoof and sending it flying in a long arc over the apple trees. He gave her and Applejack a grin. "We pegasi have an old saying. 'A fall feels the same as an updraft 'til you hit the dirt, so keep your wings spread and hope for the best."

Seeing Twilight's pensively furrowed brow, the blonde mare spoke up with a wry smile. "I reckon he means 'y'all gotta plant th' seed before y'see if it's a weed', sugarcube."

Spike chimed in in a helpful tone of voice. "Yeah, or like the old draconic 'If you fear the lance you'll miss your chance.' or 'Your treasure never grows if out the cave you never goes.' Crackle told me that one the last time I saw him." He rolled his eyes. "Of course, Crackle says a lot of stuff once he gets a couple barrels of aqua regia in him..."

Twilight flicked an ear and twitched her tail in irritation, floating her apple over and taking a terse bite. "All very uplifting, I'm sure, but right now the quantum flux state of this endeavor is enough to make my horn curl, and we've only got another day to get it right."

All four of them winced as Pip went wide on an attempt at a chandelle and rebounded off of one of her magical walls. Her apple bobbled slightly in the air while another cloud of sparkling purple magic caught the young stallion as he tumbled out of the magical box with wings askew and hooves flailing.

His shaky voice echoed over the meadow as he hung upside down in the grip of her telekinesis. "Splendid catch, Doctor Sparkle! Just wait a tick for Equestria to stop spinning 'round and I'll give it another go!"

Soarin tossed his head with a grin and an exasperated roll of his eyes. "I guess that's my cue to get back in the game." He turned and launched toward Pip with an easy flap of his wings, sailing through the sun soaked air to come to a hovering stop at Pip's side.

As the sky blue pegasus and the spotted earth pony huddled up to talk flight techniques in the distance, Applejack set her bushel basket down and sidled up to Twilight, sitting down next to her with a gentle sigh as she stroked the lavender mare's back with an outstretched hoof.

The scholarly unicorn stiffened, startled at the unexpected contact, and then relaxed a little with a sigh of her own. "I know... I know... I'm doing it again, aren't I? Freaking out about an assignment from the Princess. You'd think I'd have gotten over that once I got my doctorate."

The blonde earth pony let out a chuckle. "Th' more things change, th' more they stay th' same, I reckon. Celestia could spend half o' her lifetime tellin' ya she's right proud o' ya for everythin' ya done, but ya still get all wound up tryin' t' impress her."

Twilight gave her a fragile smile. "She's lived for millennia, and her wisdom and experience runs so deeply. No matter how much I learn, how much I accomplish I feel like... like a tiny violet sprouting by the root of an ancient oak tree when I'm in her presence. I can't help it."

Applejack smiled back, a kindly expression on her freckled face. "Yeah, but that li'l flower n' that big ol' tree both grow outta th' same soil, and soak up th' same sun n' rain in their time. They both got their place in th' world and a purpose that th' maker above put 'em there for."

The blonde mare shaded her eyes with a hoof as she glanced up briefly at the noonday sun. "Now, I ain't gonna claim t' know more 'bout Celestia than ya do havin' grown up studyin' at her hooves n' all, but th' times I been around her I always try t' look at her as straight on as I can without bein' disrespectful. Just lookin' at th' pony she is n' not bein' dazzled by her crown n' all her power n' majesticality n' whatnot."

She turned back to Twilight with a frank smile adorning her features. "There are two things that just plumb tickle her pink, that make her smile a real, sure as th' sunrise smile that ain't put on t' be nice or proper or royal or what have ya.

Applejack tapped a hoof on the ground once. "One is bein' with her sister. Y'all can just feel th' joy shinin' offa them two when they're in th' same room together. It makes me shine inside too, knowin' I had a part in bringin' that back t' her after what must'a been a powerful long stretch o' loneliness fer both of 'em, and it oughta make ya proud too, 'cos y'were th' gal who made it all come together. Celestia owes ya a debt the likes o' which all th' treasure in th' world could never repay."

She tapped her hoof twice, then lifted it up to lay it on the lavender unicorn's shoulder. "And th' other thing that just sets th' princess grinnin' like ol' RD after a mug o' Sweet Apple Cider is when one o' her little ponies up 'n tries t' make th' world a better place."

The honest farm mare gave a nod toward Pip and Soarin as the young test pony lined up for another attempt with the former stunt flyer hovering watchfully above, then turned back with earnestness radiating from her apple green eyes. "And I reckon that's what yer purpose is, sugarcube, t' bring somethin' new n' wonderful into this ol' world, and it just makes th' princess happy as all get out."

Twilight let out a fond sigh and reached up a hoof to her eye to brush away some of the moisture that glistened there. She leaned against her friend with a gentle smile gracing her lavender features. "She must have been smiling like Pinkie Pie the day you were born, Applejack. I think I feel a lot better about this weekend, however it's gonna turn out."

A whoop of triumph echoed across the rustling grass as Pip executed a nearly flawless chandelle with Soarin circling above the floating magical box. The sky blue pegasus kicked up his heels and dropped into a steep dive, gliding into a parallel flight path with a wide grin on his face. The two stallions reached out and bumped hooves as they rocketed over the two mares heads while Spike shot out a triumphant gout of flame and pumped his fist in the air.

***

A few hours later, Twilight remained alone on her blanket with a clipboard and quill hovering at the ready, observing and analyzing as Pip practiced, dodging and weaving among an assortment of magically generated obstacles in the sky over the meadow. Soarin and Applejack had both gone their ways back to their daily labors, after exchanging a brief kiss and fond wishes to see one another again soon. Spike had succumbed to a late afternoon bout of reptilian drowsiness, and was currently sprawled on the roof of the Harmony Aeronautics barn basking in the warm summer sun, the hazy black trails from his snoring rising up like smoke from a chimney.

The lavender mare's ears twitched at the sound of heavy hoof falls behind her, and she turned with a startled gasp, jarred out of her reverie as a figure loomed behind her.

She let out a breath, holding a hoof to her breast. "Oh, Pound Cake. You startled me. I was miles away."

The strapping young colt dug his broad hoof and bashfully averted his gaze. "S-sorry, Doctor Sparkle. I didn't mean to scare you."

Twilight gave him a fond smile. "No harm done, sweetie. So what brings you out here today?"

He gave a slight, skittish toss of his jutting brown mane. "Oh, lookin' for Tootsie, as usual."

The lavender unicorn pursed her lips. "Oh no. Did she fly off without telling her mom and dad again?"

The colt shook his head. "No, but she forgot to bring a box of cookies that Pinkie wanted to send along with her for her n' Windy's afternoon snack, so I said I'd bring 'em over."

There was a pregnant pause, as Pound's focus drifted past Twilight's shoulder toward the darting, looping figure of Pip. The beige colt turned and fished under one of his wings, and produced a blue and yellow foal's bit bag marked with the symbol of the Wonderbolts, which he hastily set down on the blanket beside the older mare.

His gaze was steady and earnest when he met Twilight's eyes. "I wanna buy a flying harness. For my sister. For our birthday. I don't know how much one costs, and these are all the bits I've got, but I can get more. I just started a paper route, and Dad says if I take on some extra chores he'll raise my allowance, and my Aunt Angelfood in Fillydelphia always sends us each a check for fifty bits for our birthday and you can have that too once her card gets here."

Twilight cleared her throat and caught up the bag of bits, floating it back toward him. "I'm sorry, Pound. We're not even making them for full grown ponies yet. Why don't you hold on to your money for now, and as soon as we start making flight harnesses for fillies you'll be the first to know."

The burly colt's ears drooped in disappointment, but a determined look settled on his young face as he drew himself up, pushing the hovering bag back toward her with his wide hoof. "I... I'd rather you took it, if that's okay with you Doctor Sparkle. It's... it's not just my money. It wouldn't be right for me to just keep it."

He shifted uncomfortably as Twilight cocked a quizzical eyebrow. His deep brown eyes wandered from her violet gaze. "My... my b-best friend Zephyr. Well... He... he came out here with his big sister Gale to see what was going on the other day and he saw Pinkie Pie flying with Tootsie n' Puddin' and he went home and... and got all his money and brought it over to my house and... g-gave it to me and said I should get a flying harness for Pumpkin so we can all play kites together like... like I always wanted... 'cos he was s-s-sorry about this... this stupid fight him and me... had... I... he d-d-didn't have to DO that... but... "

Pound trailed off with a choked sob, his shoulders shaking as he reached up with one of his almost comically oversized hooves to wipe away what tears were squeezing out from the corners of his tightly clenched eyes.

Twilight rose to her haunches and took the colt into a hug, shushing him gently. "Shhh. I know. I've got friends just like that. Shhhh. It's okay. In fact, it's incredible."

She floated a hoofkerchief out of her nearby panniers and dabbed it on his face as she lifted his quivering chin with her hoof, and then gave him a smile as she took up the colt's bit bag in her magic and jingled it. "My friend Rarity, for example, who'll be just pleased as punch that we made our first sale."

***

Later that night, a rustle of shrubbery, the patter of scurrying hooves, and the intermittent squeak of a wagon wheel disturbed the lucid calm in the gardens around Ponyville General Hospital.

A squat, shadowy figure trailing a tiny cart made its way among the hedges, ducking behind a low bench as a grizzled pony in a security uniform marched past, playing his flashlight around the ornamental trees and flower beds. As the guard's steady hoof falls receded down the path, the intruder scuttled out from behind his concealment and crossed the path, bringing the cart tight up against the foundation of the medical building.

Suddenly, a clamor arose from the upper floors high above, and a trailing rope of knotted bedclothes dropped down into the little wagon. Soon afterward, a scrawny yellow unicorn came shimmying down, losing his grip near the bottom and landing with an indignant squawk on his frayed tail.

He wore a drab hospital gown, with a myriad of scuffs, bruises, and missing patches in his pallid coat visible between the ties that kept it wrapped around his skinny frame, and his head was wrapped in bandages, with an enchanted, magic suppressing safety cork on the end of his horn and a bristling black brush of a mustache on the end of his snout.

The fugitive patient reared up with a triumphant laugh and jabbed a hoof toward the open window above. "HAH! Psychiatric observation my aching RUMP! More like psychiatric inattention! No mere padded room can hold the incomparable Professor Destiny!"

He settled down into the tiny wagon, which was just barely big enough to hold him if he tucked his skinny hind legs up to his belly, and gave an imperious wave to his accomplice. "Giddyap, Otto! Get us out of here!"

The dwarfish pony reared, kicking his stubby little forelegs. "Hokay, bozz! Giddying up."

Destiny fought to keep upright as his awkward conveyance lurched into motion, the sound of galloping hooves and the glint of flashlights in the soft summer night closing fast all around them.

***

Meanwhile, across town, a pale blue mare with her flowing, powder blue locks done up in an elegant coiffure raised a glass of sparkling grape juice and smiled at her beloved husband across an intimate table set for two. The two ponies clinked their drinking vessels and raised them to sip from the delicate beverage.

As she brought the glass to her lips, a shadow fell across her features, her teeth clenching in a feral grimace and her eyes glaring in opposite directions as a gutteral growl rose from her throat. She let out a series of sharp, harsh edged barks.

A moment later she gasped, shaking her head to clear it as she slouched back in her seat. The stallion set aside his glass and laid his hoof on hers. "Are you all right, my dear?"

She rubbed her temple with a shaking hoof. "I... I'm sorry, darling. I just had an almost overwhelming urge to run out into the street and chase a passing cart."

He looked at her with a raised eyebrow as a gently chiding tone came to his voice. "Did you forget to take your medication?"

The mare let out a breezy laugh as she climbed down from her chair and trotted toward the bathroom. "Oh, silly me. It slipped my mind. I'll be right back..."

***

Otto Bomb began to breathe heavily as he maintained his rapid, scurrying pace, moving his stubby little legs so fast they almost blurred beneath him. He didn't care to stop despite the fact that he'd managed to throw off the last of their pursuers by combination of low, animal cunning and completely random, dumb luck. He didn't want to let his boss down again.

The Professor had been furious with him upon waking up in a hospital ward with a concussion and a host of abrasions and contusions, and had shouted at him for the entire visiting hour even after Otto had brought him a pretty bouquet of lilies with some lockpicks and files mixed in. How was he to know the unicorn was allergic to them? He was slightly hurt that the Professor had attempted to strangle him with his bare hooves instead of gasping out a simple 'thank you' before his face swelled up. The yellow unicorn had only just managed to choke out a rudimentary escape plan in his ear as the orderlies pulled him off of Otto, jabbed an adrenaline injector in his haunch, and dragged him away.

All of those peccadillos aside, the diminutive henchpony preferred to allow his leader to continue operating under the misapprehension that the fall from the rafters had caused most of the damage, rather than banging his head on the door frame, a couple rocks, and a tree stump after Otto clamped his boss' tail in his teeth and beat a hasty retreat from the barn with the unconscious unicorn dragging behind him. The couple miles of gravel road with a few shortcuts through the woods hadn't done the Professor any favors either.

Otto took a furtive glance over his hunched shoulder as they bumped and careened over the cobblestone streets of Ponyville, appraising the condition of the scrawny unicorn who sat weaving slightly in place after taking a few low hanging tree branches to the face in their escape from the hospital grounds. He hoped nothing had gotten knocked too loose, at least not 'til after payday. After deeming his employer conscious enough to engage, he called out in his gravelly voice. "Hey bozz, where to now?"

The Professor shook off his dazed stupor, casting off the last fragments of a birds nest that had caught on the tip of his horn, dropping its cargo of eggs onto his face where they were beginning to congeal and harden in the breeze. "The train station, to catch the earliest train we can back to Cutica."

He drew himself up, a manic gleam in his bloodshot eyes as he stabbed a hoof skyward. "And from there, to Canterlot!"

***

A bustling multitude of ponies caused the platform of Canterlot station to echo with a thousand hooves as Twilight Sparkle, Spike, Pip, and Apple Bloom stood waiting by the luggage car of the Friendship Express from Ponyville. Burly earth pony porters were busily hauling carts full of bags and boxes down the ramp and unloading them for the passengers to claim.

Spike craned his long neck and gave a nod toward the cargo doors as a large traveling case that looked like it might have contained a big musical instrument like a harp or a xylophone emerged, its sides adorned with the Harmony Aeronautics crest. Twilight levitated the claim slip out of her panniers and proffered it to the attendant as Spike and Apple Bloom took charge of it, setting it down on a set of built in wheels that popped out of the bottom of the case with a tap from the young handymare's hoof.

As they shouldered their bags and satchels a clarion voice, louder even than the public address system, boomed over the milling throng of passenger ponies, causing the entire crowd to sputter into stunned silence. "TWILIGHT! APPLE BLOOM! SPIKE! OTHER PONY! OVER HERE!"

All eyes turned to see a slender, primrose white unicorn mare with her powder purple and pink mane bound up in a gold kerchief and a pair of sunglasses hiding her eyes. She was poised on tip hooves with her swirling tail hiked behind her, and waving with a wide grin on her open, earnest face. A group of ponies stood around her, shaking their heads to clear the ringing from their ears and levitating their autograph books and pens back up off of the floor. The pretty young unicorn extricated herself from among them with nods and apologies, stumbling a little as she emerged and came skipping through the crowd toward them.

Apple Bloom bounded forward to meet her with a grin of her own lighting up her features. "Sweetie Belle, ya ol' dingaling, how the hay are ya!?"

The two young mares entwined their necks in a hug as a scintillating giggle escaped the primrose unicorn's throat. "I'm great! The R.O.'s been packed every night and all the ponies have really been loving the show! It's a good thing I'm a unicorn 'cos I woulda gotten lock jaw signing so many autographs with a pen in my teeth."

Pip came trotting up as they disengaged, a gleaming smile on his face as he took Sweetie's hoof in his own with a gallant bob of his head. "Good day, Miss Belle. Sounds like you're garnering some well deserved fame for your stellar performance."

The primrose colored unicorn gave him a slightly puzzled glance as her sunglasses slid a bit down her nose. "Oh, um, thanks Mister..."

Apple Bloom rolled her eyes. "Y'all remember Pip Squeak from Ponyville. He was my date when we came n' saw th' show."

Sweetie Belle's face lit up. "Oh wow, yeah. Okay. Now I remember. That night of the cast party was kind of a big blur of lots of stuff and champagne happening and..."

She paused, her dark glasses slipping a bit further down to reveal her wide, green eyes. In spite of the resumed clamor of the platform you could almost hear a bit dropping. "Wait... you mean little Pip, the kid with the funny accent and the mountain climbing cutie mark?"

Pip and Apple Bloom shared a bemused look, and the spotted earth pony gave a polite nod. "Er... yes, that's me."

The youthful opera singer's eyes gleamed over the tops of her sunglasses, her gaze settling on his cutie mark and the taut flanks it adorned. "Wowza! You grew up to be sha-mokin' hot! Are you available or are you and Apple Bloom going steady?"

The red headed handymare blinked and stammered, blind sided by the directness of the question as she reached out and jerked his hoof out from under Sweetie's. "Uh.. what the.. y-yeah, we're goin' steady!"

Pip turned to her with a raised eyebrow. "We are? Oh, that's jolly good to... I say, you seem to be gripping my fetlock a bit tightly there, luv."

Sweetie Belle shrugged, completely oblivious to the grinding of Apple Bloom's teeth or the spotted test pony's politely strained attempts to extricate his hoof. "Oh, okay. You make a cute couple."

She turned to Twilight and Spike as they approached, the looming adolescent drake rolling the heavy case along at his guardian's side. The young mare bounded forward and almost tackled the unicorn with a hug. "Heya Twil... er... Doctor Twilight. Rarity sent me to come pick you all up 'cos I've got the day off before tonight's show and because she's royally ticked off at you guys right now."

Twilight blinked and shook her head as she pushed the vivacious singer back with both hooves and looked her in the eyes. "Wh-what?"

Sweetie Belle nodded matter of factly. "Yeah, the guys at the Carousel have been on the horn to the Bijou for days saying that all kinds of ponies have been asking about your wing thingies, so Rarity's been kinda busy coming up with answers along with all the stuff she's been doing here in Canterlot."

She stuck out her lower lip as a solemn expression settled briefly on her innocent face. "Plus she heard about how Pinkie got to go flying with her kids, and she also heard about Applejack and that Wonderbolts guy hooking up and going flying too. You shoulda heard her shriek when she found out about that. She told me to tell you she's not speaking to you for three days."

Twilight brought a hoof to her face with a heavy sigh as Sweetie Belle darted past her and knocked Spike back on his tail with a leaping hug. The large case rocked back and forth and slammed onto its side with a sharp impact, startling all the ponies around it.

***

A chilly mood hovered over the glittering, glass and mirror lined foyer of the Bijou Boutique as the hooves of the new arrivals from Ponyville click clacked on the marble floor alongside the low rumble of the large, wheeled case. A tense silence descended as they stopped, looking up the grand staircase to see Rarity standing there on the first landing where it split toward the galleries. Her lips formed a tight line as she tapped her hoof in counter rhythm to the low ticking of an ornate brass clock by the reception desk. The cold gleam in the boutique owner's eyes seemed to be mirrored and amplified in the stylized eyes adorning a large, jewel mosaic of her cursive R logo that loomed on the wall behind her.

Twilight sheepishly cleared her throat as she took a halting step forward. "R-rarity. I just want to say I'm so sorry about..."

She bit her lip as the alabaster mare's manicured hoof snapped sharply up to silence her, accompanied by an indignant flaring of her sapphire glare. The elegant unicorn pursed her lips as she lowered her hoof to the floor with an emphatic click.

At the same moment, the minute hand on the clock reached twelve, and the assembled ponies and dragon all flinched as it chimed out the hour.

The atmosphere in the huge room suddenly shifted to a bright, congenial warmth as a smile curled the corners of Rarity's lips. "Well, time's up!"

She came forward, lightly traipsing down the steps like she was floating on a cushion of air. "I simply must tell you all about the week I've been having. We've got ever so much catching up to do, and I want to hear every juicy detail."

Twilight cast a boggled glance at the elegant fashionista's younger sister. "Wh... but... but Sweetie said that you said you weren't gonna talk to us for three days."

Rarity chuckled and rolled her eyes as she leaned forward to lightly kiss the lavender scholar on both cheeks. "I said that three days ago, darling, and I certainly hope you all learned your lesson."

She swirled past her business partner with a toss of her curled violet mane to share similar greetings with the rest of them, her staff at the boutique materializing soundlessly around them and relieving them of their luggage with brisk efficiency.

Seemingly out of nowhere they suddenly found themselves provided with elegant sun hats and scarves, with trilbies and ascots for Pip and Spike, as Rarity paused by the door and beckoned them with a flick of her horn. "Now come along, my darlings. I've got us reservations for lunch at La Pomme D' Or, and then we'll need to come back here so I can get our suits fitted. You simply won't believe who I've charmed into coming to the demonstration tomorrow. It is going to be quite the event."

Part 19 - Rising To The Challenge

Twilight took a nervous glance out the window of the ready room through a crack in the curtains she made with her horn. A sliver of dazzling blue sky showed between the heavy drapes, before vanishing as she stepped back and turned to face her partner with a dubious expression creasing her brow. "It looks more like a big garden party than a technomagical demonstration out there, Rarity."

The elegant alabaster unicorn gave a toss of her impeccably styled mane. "Of course it does, darling, the very flower of Equestrian society are in attendance."

She stepped forward and threw the curtains wide with a flourish of magic, revealing the broad grassy expanse of the Royal Parade Grounds, ringed by a semicircle of sparkling white grandstands, which bustled with activity as a multitude of well dressed ponies mingled, chatted, and savored the fine food and beverages brought by a busy cadre of liveried servants.

High above, alternating banners of white with gold sunbursts and deep indigo with silvery moons fluttered in the gentle breeze, proclaiming that soon the co-rulers of Equestria would be in attendance. For now, the royal box, with its huge surmounting Equestrian flag, was empty, save for a small contingent of gold armored unicorn guards.

Rarity drew herself up as she gestured at the sweeping crowd outside. "Voila, darling. The creme de la creme of Equestrian commerce, finance, and many of the great houses of the nobility, all ready to shower us in venture capital as soon as the Princesses give us the slightest nod of approval."

The lavender mare swallowed hard, and her horn sparked to life as she fidgeted with her cravat. "But... there are so many of them."

Rarity gave a slight roll of her eyes as she reached out with her magic to readjust Twilight's neckwear. "Well I did say I'd been busy this week, didn't I? It's been nothing but an endless succession of soirees, salons, and gala luncheons, all while making arrangements for the 'garden party' outside, designing our outfits for the presentation, and fielding a barrage of inquiries stemming from the impromptu 'technomagical demonstrations' you put on in Ponyville without consulting me."

She gave a magnanimous little bob of her horn. "But I shant speak of those again, one must let bygones be bygones."

Twilight pursed her lips as she shrank back from the window. "I don't know if I'm prepared for this, Rarity. I was expecting the Princesses, some experts from Canterlot U maybe, and a few V.I.P.'s based on what you told us yesterday."

The alabaster unicorn's expression became gentle, as she reached up a comforting hoof and laid it on her lavender friend's shoulder. "Darling, don't tell me you're getting stage fright. You've given your share of presentations, you've spoken to larger crowds than this."

Twilight nervously pawed at the ground, and used her telekinesis to draw the blinds shut again. "Those were different, I'm used to presenting facts. Imparting knowledge. I'm used to what I say being judged on accuracy, not... not subjective value. I've never really had to, well... to sell something before."

Rarity leaned in and nuzzled her partner. "Twilight, while I do add a certain je ne sais quoi to Harmony Aeronautics' board of directors, and consider you one of my dearest friends, you do realize that selling the Harmony Harness is my entire reason for being here, n'est-ce pas?"

She smiled over her shoulder as she walked away to primp in the mirror a bit more. "You stick to the facts, that's where you're eminently qualified. Just leave it up to me to make sure that every pony with their heads in the sky and their hooves on the ground will be beating a path to our door."

Before Twilight could respond, a knock came from outside. Rarity let out a chuckle as she straightened her suit collar. "See, there's somepony already."

The lavender mare called out expectantly. "Spike? Who's there?"

The young dragon's laughing voice came from outside. "Brace yourself, Twilight. You've got company!"

The door burst open to a babble of excited young voices and the thunder of a dozen hooves on the plush green room carpet, as a trio of unicorn fillies came galloping in with their matching monogrammed riding cloaks and the ribbons from their straw boaters fluttering behind them. Before Twilight knew it she was surrounded, with three sets of bright eyes gazing earnestly up at her as she was assaulted on all sides with greetings and questions.

A gently remonstrating voice came from the doorway, causing the fillies to fall silent in turn as their names were called. "Dulcet. Auspice. Serendipity. Let your poor Auntie get a word in edgewise."

Twilight looked up to see a tall, winged unicorn standing there with a merry gleam in her lavender eyes and a smile on her warm, pink face. In addition to the golden tiara, torc, and horseshoes of Equestrian royalty, she wore a brocade sash held shut by an ornate clasp adorned with multicolored crystals.

Princess Cadance's elegant frame had filled out a bit after bearing three children with Shining Armor, and there were some white streaks forming among the purple, gold, and magenta of her mane, but it all merely served to give her flawless beauty a mature depth and richness compared to the flower like royal bride of a decade ago.

She and her sister in law shared a fond nod of greeting, before the scholarly mare turned her attention back to the fillies surrounding her. Twilight smiled warmly as she gave each of her nieces a hug. "Hello my little darlings. Did you and your mother all come by to wish us luck today?"

The smallest of the three gave a little hop on her deep blue hooves as the flutter of tiny wings underneath caused her cloak to dance across her back. "Yeah Auntie Twiwight! We wanna see you fwy!"

The middle sister's reddish pink face flushed at the cheeks and she tsked and rolled her eyes. "She's not gonna fly, Dippity. They're gonna get somepony else to fly."

The eldest pursed her lips and furrowed her snow white brow. "Don't call her 'Dippity', 'Spice. That's not nice."

Her younger sibling pushed out her lower lip at her big sister and narrowed her deep blue eyes. "You're not the princess of me, Dull!"

All three fillies went abjectly silent at a pointed clearing of the throat from their mother. "Girls. I know you're all very excited to be here and see your aunt's demonstration, but if you don't ease off with the bickering I'll have your father send you right back to school under escort from Lieutenant Grumpy Pants and two of his crabbiest guards. All right?"

The Mi Amore sisters tucked their chins and cast their eyes downward, speaking almost in unison. "Sorry, Mother. Sorry, Aunt Twilight."

A wry smile spread across both mother and aunt's face as a whispered apology came from Auspice. "Sorry, Seri. Sorry, Dulcet"

The three fillies stepped respectfully aside as Princess Cadance came forward to exchange a hug with her sister in law. Twilight's face took on an expression of mock seriousness as they disengaged, and she gave the winged unicorn a terse nod. "Madame Ambassador..."

Princess Cadance returned her formal greeting with a nod and a smirk. "Doctor Sparkle."

Rarity stepped forward with a genteel smile as both mares lapsed into a fit of soft giggling. She bent her knee in a grand curtsey. "Your Highness, I'm ever so glad that you accepted my invitation."

The princess turned and gave the elegant unicorn a courtly nod. "How could I refuse, my dear Rarity? Even if the creators of your wonderful invention weren't kith and kin, the house of Mi Amore strongly supports any advance that encourages closer ties between ponies."

She winced slightly as she raised one of her broad pink wings and flared the violet tinged primaries. "And I've got a bit of a personal agenda as well. These old dusters of mine never were good for much more than short glides, even when I was much younger and thinner. Nowadays they're almost purely ornamental."

She fixed Twilight and Rarity with a thoughtful gaze. "I wonder if you'd given any thought to using your Harmony Harness as an assist to existing wings that are too weak or damaged to fly properly."

A rueful gaze flitted across her face as she carefully refolded her wing. "It would be nice if in addition to resembling my aunts I could actually fly like them too."

She sat down beside her youngest daughter and stroked the filly's back with a gentle hoof, causing the little wings underneath her cloak to twitch a bit. "And it would mean a lot to Seri as well." The slender little unicorn gave her mother a shy smile and cast a hopeful glance at her aunt.

At this, Auspice drew herself up with a touch of indignation on her youthful face. "I want to fly too, mother!"

Her pale elder sister smiled bashfully at the older unicorn mares and pawed at the ground. "Yes, that would be really nice."

Twilight gave all three of her nieces an encouraging grin. "Don't worry, dears. We're already working on flight harnesses in filly sizes. You'll get your chance to try them."

She turned her gaze to meet Cadance's. "And while there may be some work on my part to modify the control dweomers to be reactive to pre-existing neuromuscular pathways, our chief engineer is tremendously skilled, and between us I think we could come up with a modified harness that could accommodate and enhance existing wings."

Rarity chimed in, her eyes sparkling. "And think of the good we could do! Think of the poor pegasi who thought they were grounded for life because of lost or damaged wings. Think of what a boon that will be to them!"

Princess Cadance beamed as she rose to her feet, shifting her wings slightly to settle them back into place. "Well then, what can I do, but give you my fondest wishes for a resounding success today."

All the ponies in the room perked up their ears as the sound of a two part fanfare echoed outside, a warm flourish of brass answered by a scintillating chorus of silver trumpets. The pink winged princess gave her sister in law and her partner an encouraging smile. "Sounds like their highnesses are arriving. We'd best get to our seats before Shiny sends out a search party for us. And speaking of parties, we'll see you all afterward at the banquet tonight."

With that, she turned and set about ushering her daughters out the door, turning back to give them a wink over her shoulder. "As Auntie Luna would say: 'Knock 'em dead, kids.'"

***

Down the hallway Apple Bloom gripped a well gnawed pencil in her teeth as she went down a checklist mounted on an easel in the locker room that Harmony Aeronautics had set up as their workshop. "Right primary."

Pip narrowed his eyes and cast a glance at the forward portion of his right wing. It twisted upward and downward, angled forward and back, and then traced an arc perpendicular to the young pony's side. He gave her a nod. "Check"

The red headed mare made a checkmark. "Left primary."

The test pony put his left forward wing through a similar routine. "Check."

Another check mark. "Right Secondary."

More rotations and arcs with the rear portion of the right wing. "Check."

"Left Secondary."

"Check"

With another terse nod, the handymare stepped up and tugged at the band around his middle, speaking out of the side of her mouth as she clenched the pencil in the other. "Girth support. Check."

She came forward and tugged on the straps around his withers. "Forward supports. Check."

Apple Bloom turned and tugged on the bands around his haunches. "Posterior supports. Check."

Pip coughed and cleared his throat as a blush came to his face. "Rather."

The young mare cast him a wry grin as she trotted back to the easel and put down three more check marks. The spotted stallion flashed her a glittering smile. "Well, there we go, then. Everything battened down and ready to go up, as the skybaggers are wont to say."

Apple Bloom set the pencil down and walked around to face him with a lopsided grin on her face. She reached up and tucked his white satin scarf in to the collar of his buff canvas flight jacket. "Well, there's just one more thing... fer good luck n' all."

With that, she craned her neck forward and kissed him, causing the wood and cloth wings on his harness to rattle a bit as the surge passed down his spine and caused his short cropped tail to frizz out like a broom.

After a long tender moment, the sound of the royal fanfare outside drifted in from down the long hallway leading onto the field. The two youthful ponies pulled away from one another and perked up their ears. Apple Bloom's brow furrowed as a look of intensity settled on her blushing face. "I reckon it's showtime."

Pip reached up with his hoof and gently guided her chin back to face him, leaning in for a second kiss. "I'd better have another one of these, for backup don't you know."

The young mare's eyes drifted closed as she melted toward him. "Yeah, good thinkin'."

***

Prince Blueblood floated a pair of glasses off of a passing servant's silver tray, raising one to his lips to savor the delicate pinkish white wine gently sloshing within. He turned with an unctuous smile to his young wife Princess Diamond Tiara in order to proffer the other to her, but found her scanning the gathering of magnates and noble ponies around them with a cold, darting glance, fuming like a dragon whose hoard had been audited.

The dissolute stallion let out a soft, weary sigh, then tossed his head back and finished the whole glass in one gulp, giving a strained cough as he set it clumsily down on a passing platter of canapes. He brought the remaining glass to his lips and took a deep pull, before clearing his throat to speak to her. "So... we take it that your little stratagem failed to bear any fruit."

Diamond Tiara huffed, her lip curling back in a sneer. "Based on the transcripts of what Flim Flam's crackpot brother said he was going to do to YOU with a chainsaw and a can of kerosene, I was hoping that he would be crazy enough to toss a monkey wrench into the works for this namby pamby Harmony Aeronautics bunch. I'm gonna fire that pencil necked geek so hard the janitors will need to empty his desk out into an ashtray." Her eyes narrowed as she looked over the grandstand from the balcony where they stood. "This should be a state funeral for those saddle tramps, not a YEEK!"

The pastel pink princess let out a piercing shriek and leapt a couple of hooves into the air, rotating 180 degrees to land facing empty space. She looked down, her eyes wide in indignation, to see a squat, muddy green earth pony in a threadbare tweed cloak with a large duffel bag slung across his withers. He lowered his stubby little foreleg, which had just left a greasy hoof print on her left cutie mark, and raised the other to doff his sloped cap over a snaggle toothed grin. "Heya dere, baybee. From down here I can see why yer sweet can got crowned queen o' da rumps."

Diamond Tiara reared back with a look of supreme distaste scrunching her features. "Just what are YOU supposed to be, and why haven't they fumigated for it yet?"

She and Blueblood looked up at the sound of a tentative clearing of the throat, and saw Flim Flim Flam standing behind the dwarfish earth pony, looking like he dearly wished he could compress himself into a two dimensional shape and remain unnoticed by his employers. He gave a jerky bow of his head. "B-begging your p-p-pardon, your highnessesses. This is my b-brother's assisstant, Otto... Otto Bomb."

The unicorn prince's lip curled back so far it looked as if his nostril were peering over the bridge of his aquiline nose to see if the other side of his face were a better class of neighborhood. "Ugh. How dreadful."

The diminutive earth pony ignored him, leering up at Diamond Tiara and making a "click click" noise out of the side of his mouth while giving her a wink. She swallowed her gorge and focused her icy attention on the skinny yellow unicorn. "So what in Celestia's eastern exposure are you two doing here, Flim Flam?"

The bespectacled stallion gave her a weak, shivering smile. "W-well, it seems Flam..."

Otto snarled up at him. "Perfesser Destiny, bub!"

Flim winced. ".... Professor D-destiny has something planned for today's um... f-for today's event."

Blueblood's sunken eyes went wide, and his wine glass shook in the glitter of his magic as he swallowed the rest and began to nervously dart his gaze about. "Oh! Well, that's very interesting, pony whom we've never really met before. Now if you'll kindly excuse us..."

He gave his wife a nudge. "Come, darling. We seem to recall our servants having left the teakettle on back at the manor. We should go check on ACK!"

He gave a sharp cry as she fetched him a swift kick in the hock and hissed in his ear. "Oh, as if you even know where the kitchen is. Grow a spine you lily livered ponce."

Diamond Tiara turned her simmering gaze back toward Flim, angling her head to keep Otto as much out of her field of view as possible. "What is your brain-bucked brother planning, Flim Flam?"

The trembling unicorn gave her a shrug. "I... I have no idea, your h-h-highness. No idea at all. He just sent Otto to collect me and said I should bring my half of the patent papers on the B.A.T." He gave her a weak smile as he raised a battered briefcase in a cloud of his sickly green magic.

The pink princess blew out a puff of steam from her nostrils as she gave him a flat glare. "The 'B.A.T'?"

He nodded like his head was going to fly loose from his scrawny neck. "Y-yes. The Biplanar Aerial Transport, the... our... our version of the flying harness."

Diamond Tiara's eyes narrowed. "The patent papers..."

After a long pause, the sides of her mouth curled up in a mirthless grin. "Ah... The patent papers... of course."

An icy gleam glittered across her eyes, like reflection of cold flames off of a steel blade. "This should be interesting. This should be very interesting indeed." A low, sinister chuckle escaped her throat as the royal fanfare echoed across the clear blue sky above them.

She turned with a toss of her elegantly coiffed, pearl streaked mane and made for the grandstand. "Well, it's time we all took our seats. Stick around and pay attention, Flim Flam. You just may get to keep your job after all."

The rawboned unicorn swallowed hard, gave her another halting bow, and began to glance warily about as he faded into the crowd.

Diamond Tiara beckoned her husband with a flick of her tail. "Come along, Blueblood."

The off white stallion cast a nervous glance down at the burden Otto was carrying. "You... um... you don't happen to have a chainsaw in there, do you?"

The dwarfish earth pony shook his head and gave him a lopsided, not at all reassuring grin. "Nope. Got an adze, tho."

The unicorn gave a shaky laugh, then flinched as his young wife's voice cut over the excited murmur of the crowd. "Blueblood! Clip clop, chop chop!"

He gave a heavy sigh as he set his wine glass down in a passing bowl of onion dip and shuffled after her. Otto took one last longing look at the pink earth pony princess' receding posterior and scurried after Flim.

***

With a flourish of snow white and indigo dark wings, the rulers of Equestria descended to their balcony, nodding regally and waving to the cheers from the grandstands as they took their seats on the thrones. Their honor guard touched down beside them, the pale pegasi stallions in their golden armor taking the fore, as the shadowy negasi took their places in the shade of the ornate alcove, their sensitive night born eyes protected from the glare by thick sunglasses. The quartet of unicorns who awaited them raised their horns skyward as they snapped to attention. A fifth unicorn, a large white stallion with a teal and white streaked mane of cobalt blue, stepped out onto the balcony in shining purple armor and gave his sovereigns a courtly bow, then signaled his cohort to stand at parade rest with a bob of his horn.

The crowd trailed off to a low, expectant murmur as Twilight, Rarity, and Apple Bloom walked out onto the broad grassy field. The lavender scholar swallowed hard to keep the butterflies in her stomach from flying up to her mouth. She took a look over at Rarity, who strode along beside her with a buoyant confidence that made one expect diamonds to unearth themselves from the turf with every step. Twilight shifted her withers and raised her head higher, drawing a bit of courage from her dear friend and partner's effortless aplomb.

Her heart began to beat a bit faster as the trio of mares surmounted the small platform that had been erected in the center of the field. Turning to face the crowd, she got a full sense of the sheer numbers of important ponies facing her, encompassing her with a thousand judging eyes. She looked up toward the royal box containing the most prominent ponies of all, and saw Celestia and Luna awaiting the start with benign but neutral expressions on their faces.

Between them her brother Shining Armor stood, his face impassive as his horn subtly sparked with a subdued purplish blue glow. The lavender unicorn's violet eyes widened as she recognized the pattern of sparks as the Horse code they had learned together as children to transmit secret messages between BBBFF and LSBFF. The precision wheels in her mind spun as she effortlessly decoded the flashes, and a smile spread across her face. "Good Luck Twily... Show Them Your Genius... So Proud..."

She sparked her horn back as she gave him a nod. "Thanks Shiny... Love You..."

Twilight turned to Rarity with a confident smile. "Are you ready to knock their horseshoes off, partner?"

The elegant unicorn responded with a chuckle and a wink. "When we're done, who will even need horseshoes?"

With that, she stepped forward with a toss of her curled violet mane, clearing her throat as she levitated a megaphone up to her smiling face. Her mannered voice echoed across the vast space as the crowd fell silent. "Good day, your highnesses, nobles, ladies and gentleponies. Thank you most sincerely for taking the time to come out and see us on this finely crafted day."

She gave a bow, and then stepped forward with Twilight and Apple Bloom at her sides. "We are Harmony Aeronautics, and we are ever so excited and grateful to be here today, to demonstrate to you a bold new innovation in magical technology that will, with your highnesses' endorsement and the generosity of interested investors, transform the very landscape, or shall I say sky-scape of Equestria!"

Rarity nodded to Twilight, and both mare's horns sparkled with magic as the crest of Harmony Aeronautics appeared as a vast illusion overhead, accompanied by a flourish of fanfare. The huge logo hovered portentiously in the air for a moment, then broke up into a profusion of tumbling geometric shapes that coalesced into a shimmering obstacle course that was familiar to all pegasi in attendance as the test gauntlet for the F.A.T.

The alabaster fashionista nodded with satisfaction at their grand visual display, and then turned back to the crowd and brought her megaphone to bear once more. "And now, without further ado, we present to you the Harmony Aeronautics Personal Flight Harness, or the Harmony Harness, for short. Testing Officer Pip Squeak, will you please begin the demonstration."

Another fanfare arose as the youthful earth pony strode out onto the field, the sparkle of his smile gleaming in the lights as flashbulbs began going off from the grandstands. He gave a nod to the assembly, threw a salute to Twilight, Rarity, and Apple Bloom, and then craned his neck back to deploy the wings on his harness with a pop.

A moment later he launched into the air, as a collective gasp from the crowd rose with him.

The glow around the hovering megaphone shifted from pale blue to purple as Twilight took it from Rarity. "Our testing officer will now perform a series of basic maneuvers to demonstrate that the Harmony Harness is fully capable of self propelled flight. As you can see his rate of climb is constant, as he ascends to a height of a thousand hooves. Now observe his hovering capability, which can be maintained almost indefinitely. Hovering maneuvers are also within' acceptable tolerances, as he demonstrates the X and O pattern. As he enters this dive, you will note a sustained..."

As Twilight's vivacious voice echoed in over the crowd, Diamond Tiara ground her hooves on the railing as she glared upward at the demonstration. She muttered bitterly to her husband. "They've got this crowd of bit buckers eating out of their hooves."

Blueblood only nodded vaguely, his bloodshot eyes focused on Pip's adept maneuvering as he idly licked a bit of salt off of the edge of an empty wine glass.

The pink earth pony princess turned her cold, searing gaze on Flim Flim Flam, who'd been grudgingly allowed to sit in her husband's box when the skinny unicorn had returned claiming to have seen neither head nor tail of his erstwhile elder sibling.

Her voice was like daggers carved from icicles "Hey, nerdcolt! Your moon barking brother had better make his move soon or Royal Blue Airships is as good as sunk."

Her eyes narrowed as he tried to shrink away from her venomous stare into the folds of his trench coat. "And when the airship is sinking, all the dead weight gets tossed overboard first."

He flinched and let out a rather un-stallion like squeal as a duffel bag got tossed over the railing to land with a muffled clank beside him. Otto Bomb's round little head and stubby forelegs appeared shortly afterward, as he vainly attempted to bring one of his back legs up to help him over. He gave Flim an impatient jerk of his head. "Hey bub. Help a fella out."

The unicorn enveloped the dwarfish earth pony in his greenish magic and brought him over the rest of the way, setting him down next to his bag. Otto cast a leering glance and a wink at Diamond Tiara. "Hokay, baybee. Get ready for da REAL show."

With that, he turned and unzipped the duffel, and began rummaging around inside. A moment later, he came out with an ominous looking black sphere painted with a pony skull and crossbones, from which trailed a brightly hissing and sputtering fuse. He scuttled over to Prince Blueblood, presenting it on an upraised hoof to the startled royal unicorn as he gave a sarcastic bow. "Fer you, yer hinderness."

The sunken eyed prince blinked at the object in mildly inebriated alarm, then let out a shriek rivaling Flim's in pitch and timbre and grabbed it with his magic to toss it away. It arced high over the parade grounds and burst in a puff of black and red smoke that sparkled with faintly green magic as it resolved itself into the shape of a pony skull and crossbones over the word "DESTINY".

Pip drew up to a startled halt, having just completed a flawless chandelle, his eyes wide with shock behind his brass goggles. Down below, Twilight, Rarity, and Apple Bloom looked up at the unwarranted pyrotechnics with ears laid back and faces aghast.

The crowd stared with them, transfixed in confusion for an endless second, before the front of the grand stand erupted in a rapid fire chain of loud bangs with rising mushroom clouds of smoke. Four more bursts of white light crackled in the royal box, echoed shortly afterward by four armored unicorns appearing at pre-planned intervals along the grandstand in sudden pops of magic and displaced air.

Meanwhile, a globe of shimmering purple magic rapidly expanded from Shining Armor's horn, pushing aside the clouds of smoke and soon completely encompassing the center of the grandstand. A moment later, four more shield spells blossomed, meeting with the Captain of the Guard's sphere to form a protective structure like a vast chain of soap bubbles.

Celestia and Luna were on their feet, their elegantly chisled faces slack with disbelief. The princess of the moon flared her dusky wings to wave away what wisps of smoke had infiltrated Shining Armor's shield. "Okay, that was seriously bucked in the tuchus. What the hay was that all about?"

Her regal elder sister ignored her, raising her glimmering horn high and drawing in breath, her voice sounding like a clarion peal of thunder over the confusion. "Everypony remain calm! You are safe behind the guard's shield spells! Please remain seated until we can determine what has happened!"

One of her snowy winged pegasus guards narrowed his sharp eyes and jabbed a hoof skyward. "Look there, your highness!"

A black shape like two pair of enormous bat wings extended in an X configuration arose over the upper tiers of the grandstand, a thick trail of dusky smoke billowing out behind it. It wheeled into a dive toward the platform where the principals of Harmony Aeronautics stood, staring up at it in shocked disbelief.

Twilight Sparkle blinked and shook away her daze, her brow furrowing as her glimmering horn flared. The glowing obstacles for the flight demonstration shattered into attenuated slivers of glamer as she drew back all of her magical strength and manifested another shimmering protective sphere.

As it came closer the hurtling intruder resolved into a scrawny yellow unicorn in a sooty black tailcoat and a close fitting flight helmet and goggles. A scalloped black cloak trailed from his neck, between the bat like mechanical wings and a pair of cylindrical rocket boosters that belched and sputtered with greenish orange flame trailing into black smoke. His curling, oily mustache whipped in the breeze as he buzzed the plaform, cackling like Nightmare Moon on Nightmare Night. He banked sharply and dove past the hovering form of Pip, leaving the young stallion spinning and tumbling in the air behind him.

With hooves kicking and flailing with effort, the spotted earth pony righted himself, his eyes spiralling dizzily as he sank toward the ground. "I say! Foul!"

The interloper angled the quartet of black canvas wings on his back so that they and the thrusters checked his descent, and he floated down to land with only the slightest stumble on his four heavily shod hooves. The flaming, smoke stained tubes spluttered and died out with a flick of his horn, with only an attenuated trail rising gently from the exhaust vents.

After a moment's dramatic pause, his goggles shimmered in green magic as they rose up against the base of his sharp yellow horn, revealing wild, bloodshot eyes. A flat disk like shape floated from out of his coat and popped into a shaggy top hat adorned with a skull and cross bones, and hovered in orbit around his horn before settling jauntily atop his head.

He reared up, jabbing a hoof skyward. "I... am PROFESSOR DESTINY!" He dropped back to his hooves as the cumbersome apparatus on his back creaked and wobbled, threatening to pull him over. "And I DEMAND a fair hearing on MY invention, the fabulous B.A.T. Nineteen." He wheeled and pointed toward the grandstand, indicating the box occupied by Prince and Princess Tiara. Flim let out a squeak and huddled behind his briefcase as Destiny roared on. "I have proof of prior art, held in the audience by my b... by one of my colleagues, and a legitimate patent filed over five years ago."

The onlooking crowd erupted in confused chatter as Rarity and Twilight exchanged another shocked glance. A hush settled over the grandstand as Princess Celestia raised her gleaming white wing for silence. Her voice was even as it echoed through the clear blue sky. "You are disrupting a duly granted royal audience, my little pony. Remove yourself peacefully from these proceedings or the guards will be obliged to eject you."

A crack of thunder overhead caused many in the audience to flinch as Princess Luna stood at her sister's shoulder and called out in a much more indignant tone. "Yeah! Take a hike, Flankenstein, before we toss you out on your sorry tail!"

The moon princess fell sheepishly silent as Celestia lightly stroked her ear with a tip of a wing. The regent of the sun turned her unflinching gaze back toward the melodramatic intruder, heaving the slightest of sighs. "If you have any civil claims you wish to see addressed, you may bring them before the judiciary."

***

At this, Diamond Tiara reared up and pumped her forehoof. "Yesss!"

She favored her husband with a triumphantly wicked grin at his slightly woozy look of incomprehension. "Even if those goody four shoes get their charter, Harmony Aeronautics is gonna be neck deep in litigious smooze for years if we play our cards right. As soon as we get home I'm gonna call our legal torpedos at Flywheel, Shyster, and Flywheel and get that tar pit warmed up."

She let out a low cackle as she rubbed her hooves together. "Check and mate, Apple buckers..."

***

Back out on the field, Professor Destiny doffed his top hat and bowed deeply, heaving a heavy sigh as he addressed the royal dismissal. "As your highnesses wish, so be it. I shall interrupt this rank display of favoritism no further. I shall go and ponder how five long years of painstaking development can be summarily dismissed by royal fiat, on behalf of a gaggle of well connected pony-come-latelys. I bow to your timeless wisdom and capricious desires!"

At this Princess Luna rolled her turquoise eyes and muttered out of the side of her mouth. "Sheesh. Passive aggressive, much?"

Both she and her sister blinked as a loud pop sounded from the platform, as Twilight Sparkle's shield spell vanished and the lavender unicorn marched down the steps with her ears back and her tail hiked. She came to a stop with her angrily flared eyes staring up from under an aggressively canted horn. "Just WHAT are you implying when you say THAT?"

The scrawny unicorn stallion straightened up and met her gaze with a smirk. "I imply nothing, I merely state that that... comical contraption you call the Harmony Harness, which can be appropriately abbreviated to HA HA, would scarcely warrant consideration for a royal charter in a fair contest."

***

Up in the stands, Diamond Tiara blanched. "No!"

She curled her hooves skyward in paroxysms of furious panic as her teeth ground together. "Stop talking, you nutcase!"

She turned and grasped Blueblood by his collar, pointing a shaking hoof toward the confrontation on the field. "Make him stop talking, Blueblood! Strangle him with your mind or something!"

The pale stallion rolled his puffy eyes and drained the rest of his glass. "Sorry, o nightingale of our gilded cage , but we don't have any silence spells, no matter how dearly we may wish for them."

She gave him a shake and shoved him away, wheeling to clench the railing with her hooves as her eyes turned red around the edges. "SHUT UP DESTINY!"

***

Twilight flicked an ear as she stared the Professor down. "The Harmony Harness is a sound, non polluting, magical solution based on solid dweomercraft. It flies almost as well as a pegasus and stands to improve the lives of all kinds of ponies. I'll put it up against your smoke belching monstrosity any day of the week!"

By this time, Rarity had come up beside her, and after giving the pallid unicorn stallion an imperious glare and a dismissive wave of her horn, she turned and laid a gentle hoof on her partner's shoulder. "Twilight, calm down. There's no reason to..."

The lavender mare cut her off with a vehement shake of her head. "No, Rarity. You said the truth is my department." Her eyes smoldered as she frowned up at the Professor. "And I won't stand for this... this charlie horse slandering us OR the princesses."

The scrawny unicorn drew himself up with a sneer, twirling the tip of his mustache in a pinch of greenish magic. "Pah! Pah, I say! An impartial sovereign would see that your paltry spellcraft pales before the awesome power of my phlogiston rocket technology, and your sad butterfly wings droop in defeat against my biplanar design modeled after the mighty dragons, from whom I shall seize the crown when my invention rules the skies."

Apple Bloom had stepped up to support Twilight as well, and she bristled at the looming stallion with her braided red tail hiked behind her. "Y'all can certainly talk big 'bout that trash heap yer totin' there, mister."

Pip marched over with the flight harness folded on his back and stood beside his employers and his lady fair, his eyes flared and his lips a thin line. "Quite so. This beastly exchange has gone on long enough. I'm inclined to take this blighter outside and give him a sound thrashing."

Professor Destiny angrily pawed the ground, a scowl darkening his features as he glared back at the young earth pony. "All right, what say we put our bits where our mouths are like gentleponies then. Anything your Hardy Har Harness can do, my B.A.T. Nineteen can do better!"

Rarity smoothed back a stray curl of her luxurious mane as she nervously glanced at her fuming parter and employees, her voice a low, uncertain murmur. "Where have I heard that before...?"

The scrawny unicorn stallion cocked an eyebrow and made a sweeping gesture toward the stands. "Winner takes all. Loser renounces all claim to the royal charter, and packs their wings away in mothballs."

Twilight reached up with her hoof and poked Professor Destiny in the chest. "You're ON!"

Up on the royal balcony, Princess Celestia, Princess Luna, and Shining Armor let out a three part harmony of weary sighs and almost simultaneously brought a hoof to their faces.

Over in the Mi Amore family's royal box, Dulcet, Auspice, and Serendipity looked over to see their mother was doing the same.

Down below in the Tiaras' box, Prince Blueblood glumly floated yet another glass of wine from the tray of a distracted waiter. With a groan, Diamond Tiara snagged it out of the air and downed it in one gulp.

Part 20 - Pre-Flight Checks

Rarity's face froze somewhere between a winning smile and raw, spark spitting fury, and she turned this unnerving hybrid expression on Professor Destiny, who took a nervous step back in spite of himself and the precarious weight he balanced on his back. The alabaster hued fashionista's voice came out in a strangled trill. "Do excuse us for a moment, sir. I'd like to have a little word with my partner here."

The black clad unicorn stallion gave a halting bow. "Of... of course."

Twilight turned from staring down the interloping inventor with a quizzical look on her face. "Rarity? What ow ow ow ow ow."

Before she could finish her question a shimmer of blue white magic enveloped the tip of her ear and dragged her along in her partner's wake, digging furrows in the turf with her hooves as the elegant unicorn mare stomped off breathing little puffs of steam out of her nostrils. The lavender scholar found herself roughly spun around to meet a pair of simmering, sapphire blue eyes after they'd gone far enough away.

Rarity all but hissed in her face. "Have you completely and utterly flipped your book bucking gourd?"

Twilight blinked at her in shock, her ears laid tightly back against her head. "Wh-what? What's the matter?"

Her partner's pale features flushed red as her eyes flashed. "What's the matter? What's the matter? Did you or did you not just bet the fate of Harmony Aeronautics and all of our hard work on a stupid challenge from a crazed hobo in a cheap Nightmare Night costume with freaking fireworks strapped to his back?"

She jabbed a hoof towards the grandstands. "And to make matters worse you had to go and do it in front of a stadium full of potential backers, not to mention the Princesses themselves."

The lavender unicorn huffed, her indignation overcoming her initial shock at her friend's anger. "What, you don't think we can beat him?"

Rarity replied in a voice like an ice tray full of diamonds. "What I think is apparently inconsequential to the running of this company, since you didn't ask me, your friend and more importantly your partner, whether we should take this ridiculous wager."

Twilight's eyes widened incredulously as she jerked her horn towards Professor Destiny and his B.A.T. 19. "But... but... just look at that... that contraption. Our Harmony Harness clearly outperforms that monstrosity on all levels. It would be a sure thing."

The pale unicorn reached up a hoof to massage her temple. "Please spare me that sort of foalishness from a mare of your alleged intelligence. I've been in business long enough to know that there's no such thing as a sure thing, especially so when you consider I work in fashion. I should think I know a risky proposition when I see one."

She shook her head sadly as she met her partner's gaze. "Which I could have advised you about before you dove headlong into betting the company on the toss of the dice. Now I'm left with two distasteful options. Go along with this, against my better judgment, or invoke my executive privilege as joint CEO and refute your decision." The alabaster mare let out a sigh."Which will carry some sort of consequences for Harmony Aeronautics, I assure you."

Twilight's resolve started to wilt, and she pawed at the ground as her ears drooped. "C-consequences? What do you mean?"

Rarity gestured toward the stands. "Many of those ponies aren't here to just invest in a good idea. Good ideas are a bit a bushel. They're here to invest in a good company who can make that good idea profitable. If they see dissent in the boardroom, or the heads of the company making rash decisions and then hastily trying to walk them back, they'll take their money elsewhere."

She fixed her partner with a grave expression. "Some of them are a bit more old fashioned, and will take us backing down from this wager as a sign of weakness and decide we're not worth investing in. And what's worse, some of them will start gossiping that maybe there's a reason we're not so confident in our Harness. The royal charter will be just so much gold filigreed parchment if word of mouth says our wings don't work as advertised."

Twilight's lower lip began to quiver, and the corners of her eyes started to glisten. "But... R-rarity I didn't mean to... I just got so mad that that... so and so would disrupt our demonstration and scare ponies and insult the Princesses and... I... I'm...s-sorry... I..."

Rarity let out a tiny sigh and stepped forward, taking her partner into a brief, reassuring hug. "Darling, now's not the time. We need to keep our heads up, and you need to keep that awe inspiringly brilliant mind of yours clear and focused while we muddle our way through this, all right?"

The lavender scholar sniffled as she drew a hoof across her snout. "O-okay Rarity."

She cast an uncertain glance up at the royal box, where she saw Celestia seated among a furious bustle of activity as all around the sun princess ponies were chattering and discussing and coming and going. The immortal regent of the day paused and met her former student's gaze, giving her and her dear friend a gentle smile, before returning to the business that surrounded her.

Twilight drew herself up with a deep breath and gave her partner a nod. "All right, I'm with you. Harmony isn't just our name, it's what we do. So what happens now, Madame Chairpony?"

Rarity shrugged. "No idea, darling." She let out a chuckle as she hid a sly smile behind her hoof. " I guess we're just going to have to... wing it."

***

While Rarity was leading Twilight away by her ear, the princesses gave a wary nod to Shining Armor and his contingent of unicorns, signaling them that it was all right to drop their shield spell so that any pony who wished to vacate the premises could do so. Not a single mare or stallion left their seat, as all in attendance were riveted by the events unfolding on the field before them. A team of pegasi were already airborne dispersing the last tenuous wisps of the smoke bombs, offering everypony a clear view of the field.

Diamond Tiara was almost on the verge of gnawing on the railing in her rage, her infuriated gaze focused like a rainbow beam of hatred on the pair of contraption bedecked stallions and the young redheaded mare left standing on the parade field as the two unicorns retired to consult. Even though the pastel pink princess would set the light yellow handymare on fire with her glare if she could, the main focus of her ire was the tall, scrawny unicorn that she had hoped would be an ally in her broader goal of scuttling Harmony Aeronautics.

She gave vent to her disappointment in a voice dripping with bile and bitterness. "That JERK! That hare brained has been! That DOLT! He's blown the whole game. He's bucked all the fruit out of the failure tree! That horseapple head! That IDIOT!"

A thin, tremulous voice sounded from behind her. "Now... now just hold on there..."

Flim let out a rather mouse like squeak as she rounded on him, razor edged sparks flaring in her eyes. "Did I say you could talk, pencil neck? Everything I just called your screw up brother goes double for YOU. You're a regular matched set of morons! The only difference is you have the sense to stay on the shelf and not make waves."

She tossed her head scornfully toward the field. "While Ponicula out there is so cracked he's not even worth acquiring. That fruit loop is Tartarus bent on showing the world what a lamebrain he is, preferably with explosives strapped to his rump. Once they're done scraping him up after his final performance, all he'll be remembered as is a warning for foals to stick to their low paying service jobs."

Diamond Tiara paused. Something wasn't right here.

Flim Flim Flam was trembling, as expected, but it didn't seem like he was trembling with fear. His sallow complexion had gone from peach to orange to bright red as she'd spewed forth her tirade, and his green eyes glinted over the cold reflection in his spectacles.

Her lips contracted in a pout. "What?"

The skinny legged stallion's voice came out in an ominous growl. "That's enough. That... is... ENOUGH!"

His horn sparked to life, glowing a bright green as he whisked a bowl of ambrosia salad off of a nearby buffet table. With a flick of his head it hurtled through the air, catching Diamond Tiara right in the face with a splat.

A shocked hush fell over the box and several of the neighboring boxes as the bowl slowly peeled loose and dropped to the floor with a clatter, leaving a coating of whipped cream, mandarin orange slices, grapes, and mini marshmallows clinging to the stricken earth pony mare's face. A stunned beat later her eyes popped open with a bit of difficulty in the sticky mess and stared at her assailant.

Flim drew himself up, his lip curling in a snarl. "You can say whatever you like about me. I've been bought and paid for, lock, stock, and cider barrel." He jabbed a hoof toward the field. "But my brother never sold out. He never auctioned off his self respect for your witless husband's golden promises only to be put on ice for five long years. You don't get to talk about him that way, you stuck up, spoiled little snot."

Diamond Tiara's sole response was to cough up an orange slice, so he pressed on. "And now, after all these years, I understand the value of what I gave up. Well I'm returning the unused portion for a full refund. Consider this my two weeks notice!"

He stomped a hoof for emphasis as his soon to be former employer blinked a mini-marshmallow out of her eye. "And as my final act as an employee of Royal Blue Airship Lines, I'm going to go and help my brother win this wager of his. Consider it my parting gift to the both of you. I hope you choke on it."

Prince Blueblood was indeed choking, but mostly from trying with all his might to keep from exploding with laughter. He tipped a wobbling glass of wine at Flim. "Believe me, sirrah, you've been most generous today already."

The scrawny unicorn fixed him with a cold gaze that chilled the mirth bubbling up from the dissolute prince's chest. "You're right. The fact that I didn't borrow Otto's adze to really chisel that smug face of yours is testament to that. Now if your highnesses will pardon me."

He looked down at the dwarfish earth pony with an arched eyebrow. "Come along Otto, we're going."

The diminutive minion scowled up at him and lashed his bristly tail. "Hey, bub. Who you tink you're talkin' to here?" He let out a raspy squawk as his cloak's collar tightened suddenly around his throat in a shimmer of green magic.

Flim's eye had taken on a dangerous glaze. "Come... Along... Otto..."

The squat henchpony croaked out a reply. "H-hokay, bozz."

With that, Flim Flim Flam gave a sarcastic bow to Diamond Tiara and Blueblood, and brushed past the petrified form of the pastel pink princess, bounding over the rail and heading toward the parade ground with Otto scurrying to keep up.

Prince Blueblood watched the skinny yellow unicorn and the dirty green dwarf of an earth pony take the field with a slightly blurry gaze, then turned to appraise his wife, who still had yet to move or even acknowledge she was still in there somewhere. He knew that when she finally did come back on line he would probably need a few more glasses of wine to weather the shrieking.

For the time being, though, the relative silence was golden. He plucked a grape off of her forehead with his magic, popping it casually into his mouth with a weary sigh. "Well... 'rah for our side and all that, we suppose."

***

Professor Destiny's eyes narrowed suspiciously a commotion broke out at the foot of the grandstand. His brow furrowed as he realized it was Flim, awkwardly leaping the front rail and tumbling onto the field and then dragging Otto by his tail over the barrier and dropping him on the turf like a sack of potatoes. A burly earth pony security guard tried to stop them, but received the stunted henchpony's bag of tools in the face for his troubles.

Apple Bloom pawed at the ground and edged closer to Pip with a wary scowl on her face as the pair approached. "What now?"

The black mustachioed stallion gave her a sidelong glance, then focused his bloodshot eyes on Flim. "Indeed. What are you doing here?"

The scrawny, bespectacled unicorn planted his hooves and met his estranged brother's gaze. "Fla... Professor, we need to talk. Now!"

Destiny drew himself up haughtily. "Pah! I have nothing to say to y..."

He was cut off as Flim lashed out with a foreleg and rung his skull with a right cross. The clean shaven unicorn's face was hard and impassive, save for the slightly manic gleam in his eye. "Good, then you can listen while I do the talking."

His mustachioed sibling snarled as he shook his head to clear it . "How dare y..."

A second blow set his green eyes spinning in opposite directions. The red and white maned stallion reached up to disperse the little bat winged ponies in top hats that orbited his brother's head playing trombones and triangles, and then grabbed him by a lapel and pulled him close. "I'm here to keep you from making a any more of a foal of yourself, but you need to SHUT UP if I'm gonna do that for you."

After receiving a cowed nod in reply, Flim flicked his horn at Otto. "You! Help the Professor out of the B.A.T. Nineteen." He cast a baleful glance at Apple Bloom and Pip. "We need to talk in private."

The young handymare blinked at him, then her ears laid back as she squinted at the pair of unicorns. "Hang on a consarned second. I recognize you two owlhoots." She lashed her braided tail and spat on the ground in disgust. "Y'all're them no account, cider swindling Flim Flam brothers."

A sarcastic smile edging on a sneer spread across her muzzle. "What's yer game this time? Y'all get sick o' gettin' run outta Ponyville and decide t' get run outta Canterlot for a change?"

Flim wheeled to face her as Otto set about the ungainly task of unstrapping Professor Destiny from his flying machine. The bespectacled stallion reared his head imperiously. "The Flim Flam brothers are no more! I destroyed that name and that bond of family with my foalish treachery. Such is my shame at my actions, that I renounce the identity of the gullible, greedy stallion who chose promises of riches and regard over loyalty and self respect. I renounce the meek, quavering minion who I became under my deceiver's gilded heel."

Apple Bloom gave him a flat stare. "Yer who does what now?"

Professor Destiny staggered free of the B.A.T. 19, his pallid face slack with shock as he stared at his brother. "F-flim... What.... what are you saying?"

The scrawny yellow unicorn turned to face him with a lopsided smile on his face. "Not Flim. Not anymore. Your faithless sibling has left the stage, and a new pony stands in his place, one who I hope you can accept as your one and only brother."

He raised a hoof to his chest as his horn flared dramatically. "Exit Flim Flim Flam..."

The top hat on Professor Destiny's head began to glow green, as if floated off of his head and spun through the air to land on his sibling's brow. "... enter Mister... no... Doctor... Hmmm... Captain? No, Doctor... Doctor..."

Apple Bloom gave a snort as she eyed both rawboned stallions incredulously. "Y'all're insane."

She and Pip flinched back as a truly frightening grin spread across the pony formerly known as Flim's face. "Yes! Doctor Insanity!"

Professor Destiny choked back a sob, as he reached up with a hoof and wiped a tiny tear from the corner of his eye. "That... that's a really stupid name. OW!" He let out a squawk of pain and annoyance as his brother back hoofed him.

Doctor Insanity grabbed him in a semi headlock and started to lead him away. "Enough! It'll do for now. Brother, we need to formulate a plan and we haven't much time. Otto, guard the B.A.T. Nineteen!"

With that, the two scrawny unicorns walked a short distance away under the bemuzed gaze of Pip, Apple Bloom, and Otto.

Pip cocked an eyebrow. "I say, rather a pair of odd ducks, what?"

The young handymare shook her head. "No doubt them two is brothers. Seems like being touched in th' head runs in the family."

The low slung henchpony let out a raspy sigh and nodded dolefully as he took up a watchful position beneath the black bat wings of his employer's contraption. "You kidz got no idea..."

***

The black mustached unicorn huffed. "What's all this nonsense about making a plan, Fli... Doctor? OW!" That earned him another blow under the chin. "And stop hitting me, confound you!"

His bespectacled sibling pursed his lips. "We've thrown down a challenge, and those mares have accepted." He gave a nod toward Rarity and Twilight as the two mares exchanged a brief hug. "But we need to set the terms of that challenge in a way that is advantageous for our device if we want to win this."

Destiny drew himself up indignantly. "The B.A.T. Nineteen has the advantage in any contOW. If you don't stop hitting me I am going to OW!"

Insanity cracked the knuckle of his fore hoof and scowled at his brother. "The B.A.T. Nineteen is ungainly to wear, has a limited power source, maneuvers like a brick, trails black smoke like a snoring dragon, is about as safe as strapping on a brace of cats and hopping into the tub, and is as ugly as the northbound end of a southbound pachyderm."

His face became thoughtful as he gently tapped his chin. "The only advantage we have is speed and power. So a race of some kind... but not just a sprint. Something where we can tilt the field in our favor every chance we get. Something..."

The scrawny unicorn's eyes flashed in triumph behind his spectacles as a smile stretched across his face. "That's it! It's perfect!" He let out a chuckle as he met his brother's wary gaze. "And not only will we prevail, but we'll get our names in the history books!"

The mustachioed stallion pawed the ground petulantly. "Like anypony would want a stupid name like "Doctor Insanity" in the history books. OW!"

He rubbed his aching jaw as Doctor Insanity flicked his horn toward the returning figures of Rarity and Twilight. "Come on, and let me do the talking."

***

The two unicorn mares shared an uncertain glance as they approached Apple Bloom and Pip. Professor Destiny and Doctor Insanity drew up beside the black, bat winged contraption guarded by their diminutive henchpony.

Twilight leaned in and murmured to Apple Bloom, a shock of recognition blossoming on her lavender features. "Are... are those two who I think they are?"

The young handymare nodded. "Eeyup. The same, although I guess somewhere along th' line they got into a bad barrel o' cider n' went all tangled in th' head."

Their whispered conversation trailed off as Rarity stepped forward with an imperious flick of her horn. "Well, I think you gentlecolts, and I use the term quite generously, have presumed enough upon the good graces of the princesses, ourselves, and the assembled ponies whose day you've nearly ruined. After consulting with my partner, I've decided to support her in our acceptance of your challenge. It now falls to you to dictate the terms."

Doctor Insanity met her attitude with one of his own, albeit tinged with a manic glaze in his eye rather than the icy cool that Rarity exuded. "Very well. We challenge you to a race, the greatest race known to Equestria. I speak, of course, of the Grand Pegathalon, which is fast approaching. The first flight harness across the line wins our wager."

Professor Destiny's jaw dropped. "The Pegathalon? Are you insaOW!" He slumped to his knees with a groan as his brother's hoof settled back onto the ground.

Twilight's brow furrowed. "But... the Pegathalon is obviously a pegasus only event. Would... would we even be allowed to compete?"

All heads turned as a clear, regal voice called out from above. "We think something can be arranged, my faithful subjects."

Both sides of the conflict took a reverent knee as Princess Celestia and Princess Luna touched down beside them with their honor guards in tow.

The regent of the sun's face was impassive as she spoke. "If this is the challenge that you are going to undertake, then a royal sponsorship can be arranged to enter two... unconventional teams into the Pegathalon."

She cast a pointed gaze at Professor Destiny as he painfully pulled himself up off the ground. "In the interest of impartiality, I shall consent to sponsor the B.A.T. device and its team."

Luna stepped forward with a cryptic smile on her dusky features. "And I'll take the cool team who's gonna win, a.k.a. Harmony Aeronautics." She gave them a wink. "How's that grab ya, kids?"

Rarity took a glance around her, seeing too many loosely hanging jaws to discreetly close, and merely gave a toss of her elegantly styled mane and bowed deeply to her sovereigns. "That is more than acceptable, your highnesses. On behalf of Harmony Aeronautics, I thank you for your patronage, Princess Luna."

Professor Destiny cold cocked his brother, sending Doctor Insanity's glasses flying as he spun to the ground in a daze. The black mustached stallion gave the rulers of Equestria a bow of his own with a grand flourish. "You honor me with your support, Princess Celestia. I take back everything I said with my humblest apologies, and thank you for hearing me out."

The sun princess gave him a slight nod with a regal smile. "Very well, my little pony."

She raised her long, tapering horn like a baton toward a flock of armored pegasi hovering nearby. "Now guards, if you'd be so kind as to seize these three stallions."

The unicorn brothers could only gape up at her as the winged guardians swooped down on them. Otto tried to make a break for it and was scooped up like a mouse being caught by a hawk, his stubby legs flailing in empty air as the guard bore him away. "Ey! Leggo! I wasn't doin' nothin'! I'm just a bystanda! I got my rights! Yez'll be hearing from my parole offisa!"

Celestia gave his employers a regal wave as they were carried off. "My office will be in touch about the sponsorship once you've been arraigned. Once more in the interest of fairness, I'll see that your sentences for today's incidents are commuted until after the race."

She turned to the owners and employees of Harmony Aeronautics. "Well, this wasn't quite what we were expecting, but it's certainly been an interesting morning, hasn't it?"

She gave them all a warm smile as she leaned in to speak softly enough that only Twilight, Rarity, Apple Bloom, and Pip could hear. "You all should be very proud of what you've created here."

Princess Luna gave her big sister a sidelong grin. "Yeah, which is why we're gonna beat the horseshoes off of your crummy Pegathalon team, sis."

She chuckled as she looked over at the abandoned B.A.T. 19, which was being lifted off the field by more pegasi to be taken into custody. "Although I can't fault 'em their sense of style."

Princess Celestia smiled back at her younger sibling. "Well, we'll have to see how it turns out."

She gazed skyward. "Now if you'll excuse us, I have a full day ahead of me..." She nodded toward her sister with a slightly chiding tone in her voice. "...and it's getting to be long past your bed time, Luna."

The dusky princess of the moon stifled a yawn as she shrugged. "Aw, I could stay up all day to watch stuff like this go down, but yeah, I suppose I oughta hit the hay if I don't want to spend all night untangling constellations."

She gave Harmony Aeronautics a casual wave of her wing. "I'll have my ponies call your ponies. Have a nice day, kids."

With that, she took wing with her bat winged guards fluttering after her, and vanished among the shadows of the towers of Canterlot.

As Celestia gave them a nod and turned to leave, Twilight stepped forward with a worried look on her face, biting back her urge to call out to her former mentor. The regent of the sun paused, and gave her an inquiring glance over her pristine white shoulder. "Something troubles you, my beloved student?"

The lavender mare sheepishly dug her hoof on the ground. "I... I just hope you don't think I acted too rashly when I accepted that challenge, your highness. It... it all just happened so fast and..."

She fell silent as the tip of a shining wing brushed the end of her horn. The ancient ruler of Equestria smiled warmly. "Twilight, if you think things can happen fast for you ponies of numbered years, think how fast things seem to happen when one measures one's time in centuries."

She let out a chuckle and gave them a wink. "It's the constant little surprises that make an eternity worth living. I always look forward to seeing what happens next."

With that she rose into the clear blue sky with a beat of her snowy wings. "Now I really must be going. My sister and I have some letters to write to our representatives in Cloudsdale. Best of luck!"

Part 21 - Word Gets Around

It had been a long, stressful day for Twilight Sparkle.

As soon as Professor Destiny and his cohort had been dragged off to the guardhouse and the princesses had taken their leave, a veritable stampede of reporters had galloped onto the field and surrounded the owners and staff of Harmony Aeronautics in a tumult of questions, strobing flash bulbs, and the scribbling of pencils on pads.

Rarity had stepped forward in her inimitable fashion and soon had the clamoring herd of press ponies eating out of her hoof, but despite the elegant fashionista's best efforts a torrent of inquiries were being relentlessly directed at Twilight as well, putting her even more on the spot than she'd been with the pegasi of Ponyville.

The worst part of the whole affair was that it had been agonizingly superficial. Any time the scholarly unicorn had found herself warming up to an answer she was giving, a glazed look in the eyes of the questioner, or a gentle nudge and shake of the head from Rarity would tell her to dial back on the data and stick to infuriatingly vague generalities or baseless speculation. She was positively dreading what mangled accounts would be landing on the doorsteps of Equestria the following morning beneath smiling photos of Pip wearing the Harmony Harness.

The questioning had continued that night at the banquet, which took place at the opulent residence of Princess Cadance and Shining Armor, and included Twilight's parents as well as her aunt, a couple of cousins, and some close friends of the Sparkle and Mi Amore families from Canterlot.

Inevitably, the first question out of her kinfolks' mouths was good-naturedly asking her whether she'd finally taken leave of her senses in accepting the Professor's challenge. Once that particular formality was out of the way, the usual barrage of inquiries about what she and her company were going to do and how she thought things would go ensued, with the expectation of yet more vague generalities and baseless speculation. The fact that it was coming from loved ones who were trying in their way to offer their support made it all the harder for Twilight, as she had to fight every urge to be brusque, crabby, or dismissive.

Her nieces in particular were relentless in their enthusiasm, chattering like a little clutch of magpies about every possible aspect of the upcoming race and peppering their aunt with still more questions. Normally, it would have thoroughly charmed the lavender mare and lightened her heart, but tonight after everything it just made her feel tired all over. She silently thanked Celestia when her brother finally took pity on her and ushered his daughters off to play with their honorary cousin Spike.

Rarity had also done yeomane duty in keeping things light and convivial through the course of the evening, her ready charm and scintillating wit providing ample cover for her business partner's growing moodiness. After dinner had finished and the dessert and coffee service had been cleared away, the alabaster unicorn had traded a meaningful look with their hostess Princess Cadance, and had leaned in to quietly suggest that Twilight retire for the evening after Dulcet, Auspice, and Serendipity had been sent to bed. The lavender scholar happily took advantage of the opportunity, retreating to one of the manor house's guest rooms after kissing her nieces good night and bidding her fond regards to her friends and family.

Finally alone, she let her mane loose and slipped out of the semi-formal stole and saddle dress that her elegant business partner, in her characteristic generosity, had provided for the evening. Her horn glittered with purple sparkles as lamps were lit and the large windows overlooking the central courtyard of her brother and sister in law's house were thrown open, filling the room with soft, clear light and the silvery rustling of the leaves of the transplanted grove of crystal berry bushes that graced Cadance's garden.

Twilight climbed up onto the feather bed, heaving a luxurious sigh as she nestled in among the stacks of books that she'd asked Spike to pull from Cadance and Shining Armor's modest library and leave in her room shortly after they'd arrived. She lifted a large tome of Equestrian history from the pile and cracked it open, breathing deeply of the perfume of ink and old paper.

Now, at last, she could relax.

A soft chuckle sounded from the window as a surging breeze jingled the bushes outside, and the lavender mare looked up from her reading, her ears perked in mild alarm. Her gaze met a pair of merry turquoise eyes smiling from among a miniature nebula of tiny, glittering stars that flowed on imperceptible winds around the crowned head of a dusky winged silhouette.

The shadowy figure greeted her warmly. "Hey there, Twi. I can see from the height of your book fort that you've been having quite the long day."

Twilight let out a weary sigh, as she smiled fondly at the princess of the night. "Hi, Luna. Yeah, it's been... 'interesting' is the term your sister seems to prefer." She rubbed her temple with the tip of a hoof. "I'd use a few other choice words, but none of 'em are really fit for royal ears."

The princess tossed her head with a gentle laugh as she floated in through the window, her silver shod hooves touching lightly down on the geometric carpet. "You'd be surprised, kiddo, at some of the words that have passed these ears, and these lips too, sometimes at royal Canterlot volume."

She crossed over to stand in the glow of Twilight's reading lamps. "Well, the sort of days that Tia calls 'interesting' are just the thing my nights are meant to smooth over."

Her long, tapering horn glimmered as she borrowed some cushions from the room's couch and piled them beside the bed, settling herself down with a rustle of her wings. "I don't want to keep you up too late, I just wanted to stop in and see how you were doing after today's kerfluffle."

Twilight nodded toward the books around her. "Well, as you can see I'm pretty much following my standard procedure when trouble rears its ugly head." She drew herself up in a mock heroic pose, jabbing a hoof skyward. "Quickly! To the library! Hi ho Twilight! Away!"

Luna let out a giggle as she made herself comfortable. "Read, Twilight! Read like the wind!"

The lavender mare laughed. "I will vanquish this challenge with my power of literacy!"

The dusky princess of the night let out a chuckle and a sigh. "So whatcha readin', anyhow?"

Twilight shrugged, pawing lightly at the tome in front of her. "Oh, I was just trying to get some background on the Grand Pegathalon. I was starting with some history before digging into Shiney's sports almanacs, but it's been kind of vague so far. Apparently the pegasi have been doing it for so long they've forgotten why they started."

She met Luna's gaze. "You wouldn't know anything about that, would you?"

The regent of the moon rolled her eyes. "Well of course I'd know about it, I was there when it happened. Or at least, I was at the start of the first flying of what would turn into the Pegathalon."

An eager grin spread across Twilight's face as she flipped the cover of the tome in front of her closed with her magic. Luna smiled warmly at the scholarly unicorn's rapt attention. "Okay, well, it all started when Tia and I finally knocked Discord's patchwork patoot off of the throne using the Elements of Harmony."

Her dark indigo face became grave as old, painful memories came to the surface. "I won't bring you down with all the grisly details, but it was a long, drawn out war, and it was pretty touch and go for a lot of it. You never knew who was on your side, or whether you were winning or losing when the enemy could just flip the game board over whenever he felt like it."

She gave a halting shrug as she glanced at the books stacked around Twilight. "What history books I've seen in modern libraries were written long after the fact, and tend to act like we came in like the cavalry and just rocked his mismatched socks with a blast of rainbow, but it was a lot more ugly, scary, and complex than that. Ponies were suffering under his misrule, and they suffered even more in the fight to get him outta there."

A soft smile returned to her dark features. "So when the smoke had cleared, and it'd stopped raining snakes, and Tia and I were putting the sun and moon up on a steady schedule again, it became pretty clear that Equestria needed to hear the good news. Coming down off of ol' Ramshackle's tyranny, a lot of ponies just didn't have a clear idea of what had happened. Signs were hopeful, but there'd been too many false dawns and switcheroos for the pony folk to know what was true and what wasn't. And we didn't have hornograph or crystal radio or pony express mail back in those days."

Luna met Twilight's fascinated gaze with a nod toward the window, where a constellation of two pegasi stallions appeared over the silhouetted towers of Canterlot. "Two pegasi brothers stepped up and volunteered to get the word out. Westwind and Sunchaser were their names. Typical thunder bucking sky stallions, all bluff and bluster and marriage proposals to every mare they met, they loved to turn everything into a challenge. They vowed to fly the full length of Equestria's border, stopping in at every settlement, villiage, and town to spread the good word and they swore they'd do it in a week or less. They winged it down to Mane Hat, which was the port town that eventually grew up to be Manehattan."

She shrugged at Twilight's quizzical gaze. "Don't ask me why it was called that. It was one of Puddinhead's 'outside yon chimney' ideas." She made air quotes with her fore hooves, followed by a shrug. "They stopped letting her christen new towns after that one."

Luna gave a light toss of her starry mane. "Anyway, it was one of the biggest pony towns around, and with all the sea trade was a good place to start spreading the word. So they set out from there, and flew west with the sun. They did the circuit in about a fortnight, finally landing, or I should say finally crashing at Castle Canter, which we know today as Canterlot, both more dead than alive and looking like they'd been run through a doozy of a wringer."

She chuckled as she gazed at the contellations. "Of course, pegasus stallions being pegasus stallions, the tale of their travels became a bit more mane raising and grandiose with every audience of doting mares they told it to. By the time they'd been fattened and feathered up enough to come see us in our new castle at Everfree, their tale was truly epic in its utter ridiculousness. Baron Munchorsen himself would have rolled his eyes at some of the whoppers they spun out at the royal feast table."

The princess of the night shook her head. "Well, Tia and I were a lot younger and more innocent in those days, and we bought it hook line and sinker. We proclaimed them heroes of Equestria, and soon everypony was following our lead and showering 'em with honors and praise."

She gave Twilight a wink. "And a lot of feminine attention as well. Which in turn caused the other pegasi warriors to want some of that thunder for themselves. Some of their drinking buddies stood up and challenged the veracity of Westy and Sunny's claims, and in turn were dared to make the run and see for themselves. Well, from there it kind of turned into a thing. I'll always remember old Cookie saying it was a great way for all the young wingbucks to burn off all that extra energy now that there wasn't as much fighting for 'em to do."

Luna ruffled her wings as she thought back through the long years. "Dame Pansy's grandson Flagstaff helped organize it into an annual event. Always a sensible bunch, those Pansys. They said once a year was better than having pegasi disappear willy nilly into the wild lands of the perimeter, plus a full field of flyers meant safety in numbers from the monsters and savage beasts that still swarmed on the margins of the realm. The first official race was held maybe fifteen years after that first run along the border, and every year the route expanded as more settlements popped up."

She rolled her eyes. "More pegasi bravado there, as a new crop of flyers tried to one up last year's winners by insisting that since the race was meant to be along the borders, that included any new additions as the frontier grew."

The night princess gave Twilight a shrug. "Of course, Equestria's expanded a fair bit while I was out of the picture. You could fit at least three times the distance Sunchaser and Westwind flew into the route it follows now."

She gave a nod toward the starry design of two pegasi drifting across the night sky. "Those two glory hounds had to content themselves with being the first ever Pegathalon flyers, and take it with what passed for grace that a succession of young stratobuckers were constantly breaking their distance record. I made 'em a constellation just to get 'em to stop being such big babies about it."

The unicorn scholar's violet eyes gleamed in the soft light as she digested what she'd been told. "It always amazes me, Luna, when you or your sister talk about figures out of history and legend like they're just ponies."

The dusky winged diarch chuckled. "They were just ponies, Twi. Just as wonderful and terrible and gifted and flawed as any pony living today. Some night, a thousand years from now, some bright eyed young mare is going to be asking me if the legendary Doctor Twilight Sparkle was honestly worried about entering an earth pony in the Grand Pegathalon. They're gonna wonder if you possibly had any doubt that the wings you created for ponykind were gonna go the distance."

She climbed to her silver shod hooves and leaned in to nuzzle Twilight's cheek. "And I'm gonna tell 'em yeah, you had your doubts and worries, same as any other pony, mortal or immortal, but you still had what it takes to raise your head, spark up your horn, and work your magic to make Equestria a better place..." She turned and started toward the window, smiling past her winged shoulders with a wink. "... and the rest will be history."

The moon princess lashed her ethereal tail behind her as she stepped up to the sill. "Well, as much as I love our chats, Twi, I gotta move hooves. Moon and stars ain't gonna run themselves."

Twilight stifled a yawn and gave her co-sovereign a wave and a nod as Luna took a final look back. "All right, Luna. Thanks so much for checking in on me."

The regent of the night shrugged. "Hey, no sweat kiddo. That's what friends are for." A warm smile appeared on her dusky features. "You certainly spent your share of time helping me get my head back in the right place after spending a thousand years with it lodged up under my tail."

Her horn glimmered, dimming the lights in the room as a breeze ruffled her wings. "Now why don't you ease yourself off to dreamland so you can face whatever 'interesting' things the new day has in store with a clear head. Bring Rarity around to Moonrise Court tomorrow so we can talk turkey about this whole royal sponsorship thing, okay?"

The lavender mare nodded drowsily. "Will do, princess. Good night."

Luna chuckled as she took off. "That's what I aim for. Catch you on the flip, honeydip."

Left alone with the faint jingling of the crystal berry bushes, Twilight smiled fondly to herself as she eased the lights all the way out. With a contented sigh, she laid her head on the open book, which to her was more comfortable than the fluffiest down pillow and never failed to send her to almost instantly to sleep.

***

The early edition of the Canterlot Chronicle thudded like a hay bale on the front steps of Sugar Cube Corner, taking its place among the other bundled newspapers that piled up as the delivery wagons made their rounds. The smell of baked goods baking and coffee brewing filled the air around the sweet shop, as its proprietors busied themselves in preparation for Ponyville's morning rush.

Their earliest customers were already setting out to begin their day, steaming cups of joe and crisply folded white bags of still warm pastries clutched in their hooves or balanced in cardboard trays on their backs. Delivery drafters, marketplace merchants getting the jump on setting out their wares, letter carriers, and weather patrol pegasi all stopped in, got what they needed to get their day rolling, and departed.

A pair of winged stallions hovered out into the clear, mist filtered sunlight, each carrying a large cup in the crook of their fore hooves. The younger of the two gave his companion a half smile and jerked his head back toward the interior of the sweet shop. "I don't know why you keep torturing yourself coming here, Soarin. I could get the coffee for both of us. It's not like your order's that complex."

The older, slightly heavyset pegasus gave a grin and a small shake of his head. "How would it look for my supervisor to be getting me coffee, Rum? Besides, I like mine black with a shot of willpower."

He inhaled deeply through his nostrils, his eyelids drooping as the rich perfume of baking flooded his senses. In response an angry growl sounded from his stomach. He tipped his cup at his young superior with a smirk and took a deep pull of the rich dark brew.

A brown cloud of atomized coffee blasted out from Soarin's lips as he glanced down at the stack of newspapers. With his green eyes wide in disbelief, he hastily handed his dripping cup to Rumbles, shoved the floating puff of coffee vapor aside, and lifted the bundle of Canterlot Chronicles to stare at the headline.

His voice rose incredulously as he read it out loud. "Earth Pony, Unicorn, to Enter Grand Pegathalon!?"

There below the large text were two photographs, one of Pip looking smart in his flight jacket and helmet with the artificial wings unfurled and a glimmer sparking from his teeth, and one a midair action shot of a corkscrew of black smoke trailing behind the maniacally grinning, double bat winged figure of Professor Destiny.

Rumbles watched him with eyebrows raised in puzzlement as the older stallion darted inside with the bundle of newspapers to purchase one.

Soarin slammed the papers down on the countertop, startling Pinkie Pie and causing her to send a boysenberry muffin spinning into the air. She'd been struggling mightily, against a persistent, full body vibration that shook her from her tail to the tips of her hooves, to transfer the baked good from the display case to a white paper bag for an eagerly waiting grey pegasus mare, who lurched up to snag the hurtling confectionary in mid flight despite an obvious difficulty with depth perception.

As the customer happily chewed on her catch, the cotton candy colored mare rounded on Soarin with her limpid blue eyes flashing. "Okay, mister pushy pants pegasus, what's got you galloping to get my goat?"

The sky blue stallion spun the bundle of papers around so that it was facing her, and urgently tapped a hoof on the headline. "Just look, Mrs. Pie!"

Pinkie pursed her lips and scanned the paper. Her eyes went wide as she suddenly started vibrating so fast she became a pink and magenta blur, then rose up off of her hooves and underwent a rapid succession of expansions, contortions, and implosions before snapping back to her normal frizzy maned self.

Soarin's jaw hung slack and he stared in disbelief as the pink mare gave a satisfied nod. "Ooh! So that's where that doozy was coming from."

***

Rainbow Dash lifted her hoof off of the blender's button and let it go silent, her cyan ear flicking at the sound of some kind of tumult in the next room. Her brow furrowed beneath the wet strands of her rainbow mane as she cocked her head curiously and lifted the glass pitcher off of the base, casually tossing the dripping lid among the litter of egg shells, banana peels, orange rinds, and scattered wheat germ that she left on the galley counter as she hovered off to investigate the disturbance.

A moment later one of the Wonderbolts' roadies came into the room, rolled her eyes at the mess, and grabbed up a brush and dustpan to clean up.

Dash took a deep pull of her smoothie as she came drifting into the gymnasium's break room, dabbing away the creamy mustache it left with the corner of the damp towel that hung across her withers. She saw her fearless leader Spitfire seated at one of the tables, a newspaper clenched in her hooves and her blaze yellow wings flared as she pored over the text through a pair of reading glasses. All around the Wonderbolts' captain, a knot of her team mates were engaged in a very animated discussion.

Shootin' Star slammed a hoof on the table. "It ain't right! Who do they think they are, hornin' in on our territory like that?"

Rapidfire rolled his eyes. "Cool your cumulous, kid. Just look at those crazy things. I doubt they could even go a half a mile before taking a dirt dive."

Fleetfoot flicked an ear. "I dunno. Sounds like they can fly pretty well. Almost as good as a pegasus, they said."

Rainbow Dash touched down next to Spitfire and craned her neck curiously. "What's goin' on, Cap?"

The lean older mare folded the paper shut and held it up so she could read the headline and look at the pictures, her orange eyes simmering and her ears laid back tightly on either side of her fiery mane as she stared gravely up at her star team mate. The chromatic pegasus' eyes went wide, her pupils shrinking rapidly as she took in the front page of the Canterlot Chronicle.

After a long, awkward pause, Dash nervously flicked her tail. "Heh... Wow, wonders never cease, huh?"

Spitfire stood abruptly, tossing the paper down on the table top and flicking her glasses off with a wingtip. "Yeah, they don't. You're in charge 'til I get back, Dash." She spun on her heel and made for the door.

The four other pegasi exchanged a puzzled glance, as the rainbow maned stunt flyer called after her. "W-wait. Where are you goin', Cap?"

The blaze yellow pegasus stopped at the door. "Cloudsdale. I gotta talk to the Athletics Committee, then probably Canterlot." She gave each of them a steady, hard eyed glare. "Stay sharp, squad. I'm not liking this crosswind."

With that, she walked out with a flick of her fiery orange tail.

As more heated argument erupted around her, Rainbow Dash let out a long, shuddering sigh and downed the rest of her smoothie. A queasy rumble bubbled up from her stomach and exited in a small burp. She peered down into the depths of the pitcher in her hoof, at the blades of the blender. "Me neither..."

***

Fluttershy raised a butter yellow hoof to her mouth as she peered at the newspaper through stray locks of her loosely bound pink mane. "Oh... my...."

She spared a sidelong glance at her infant daughter Blossom and spooned some applesauce into the tiny filly's mouth, while in the next high chair over little Bud's face, mane, and bib was dripping with the contents of his bowl. Big Macintosh let out a soft sigh, lashed his tail, and patiently continued making choo choo train noises over a fresh spoonful.

Applejack craned her neck to read the headline as she cut up a waffle on Windfall's plate. She let out a low whistle. "Tarnation, if'n it ain't one thing it's another with them gals, ain't it?"

Soarin's brow furrowed as he hovered over the table with the paper in his hooves. "I don't think you quite understand, sweetheart. This is a big deal. I think your friends might have bitten off a lot more than they can chew."

Fluttershy nodded gravely as she fed Blossom another spoonful, wincing a bit as applesauce splattered from Bud's tray hit her cheek. "The Pegathalon is dangerous! They fly for miles and miles, over deserts and high mountains and all sorts of other harsh environments. I've heard about ponies dropping out of the sky from exhaustion, or getting lost in the wilderness between towns, or just vanishing and never coming back."

The sky blue pegasus stallion set the paper down on the table and touched down beside Applejack with a pensive look on his face. "Yeah, which is why most competitors fly with a support team, or at least a wingpony. Celestia banned flying the race solo over a hundred years ago."

The blonde mare cocked an eyebrow as a worried tone stole into her voice. "But they only got Pip n' one set o' wings. What're they gonna do?"

The room fell silent as Soarin met the gaze of each Apple family member in turn before settling his green eyes on Applejack's face. "Well, I was kind of thinking... I mean the thought struck me as I was on my way over here... that I could help 'em out. I could fly the Pegathalon as Pip's wing pony. But... well... but I wanted to talk to you about it first."

The farm pony's sun bleached orange visage went a shade whiter, and she carefully set the butter knife down next to Windfall's plate and then stood with her tail lashing slowly behind her. "Okay. We'll talk."

She gave a jerky nod of her head toward one of the doors. "In the kitchen."

With that she turned, and headed through the door at a stiff trot. Soarin let out a sigh, gave a nod to the others, and followed.

Big Macintosh watched them go, another dollop of applesauce sliding off of his spoon and landing with a splat on the floor. A low rumble came from the depths of his thick barrel chest. "Why that ..."

He was cut off by his wife's gentle voice, an underpinning of iron in her soft tones that he knew better than to push back against. "No glowering at the table, big bunny. And no crushing your sisters' coltfriends' skulls either. Okay?"

She gave him a brief grin with a tiny squeaky noise, putting a period to her statement with as much finality as the impact that had driven his hoof print into the boulder out in the barnyard.

The huge stallion replied with a grudging nod, pursed his lips, and dutifully went back to striving for at least one spoonful of applesauce to somehow wind up in his little son's mouth.

***

Applejack wheeled on Soarin as they entered the hazy sun drenched country kitchen, with only one word on her lips as her quivering eyes began to glisten. "Why?"

The pegasus pawed the ground. "Well, because I'm an experienced flyer with a lot of wind under my wings, and I really think Harmony Aeronautics could use that. What they're doin' is important, and I wanna see it succeed."

She kept her gaze steady, as tears began to pool at the corners and start to creep down her cheeks. "Why?"

He breathed out through his nostrils, a solemn expression on his face. "Because over the past few weeks, you all have become like a whole new family for me, a real family, and I finally feel like I've found a home, a real home, here in Ponyville."

The blonde earth pony's cheeks flushed, and her voice cracked plaintively as she stomped a hoof. "Then why would ya wanna leave it t' go flyin' off, m-maybe t' vanish in the wilderness? Why leave your family? Why... why leave m-me?"

Soarin looked away from her, taking in the details of a kitchen passed down through three generations of loving mares, breathing in the heady scent he'd first smelled on a homemade pie bought from a beautiful earth pony whose blond mane filled the rarified palace air around her with the same perfume. "Because of how sweet it'll truly be when I come back to it, after I've really earned my place here. And how… amazingly sweet it will be when I come back to you."

He met her eyes, green gazing into green from soul to soul. "And I will come back. I promise."

She let out a sob as they met in a long, tender kiss. The trembling mare reared up and pulled him into a tight embrace, her hot tears dropping onto his folded wings. "Ya better."

She stood on her hind legs, rocking him slowly back and forth as gleaming motes glowed in the shafts of sunlight streaming through the windows. Her voice cracked again as she whispered a refrain. "Ya better..."

Part 22 - Cleared For Takeoff

Raindrops cocked an ear and looked up from a weather map of the valley at the sound of a hoof politely rapping on her door. She dropped the red pencil she held in her teeth, smoothed back her deep blue forelock, and called out in response. "Come on in, it's open."

The door opened with a creak, revealing Rumble standing there with his youthful brow furrowed and a triplicate form held gingerly in his teeth, as if he expected the paper to explode if he handled it improperly. Behind him Soarin stood with a determined gleam in his eye.

The younger stallion nervously cleared is throat as he spoke out of the side of his mouth in a low voice. "Uh, Chief, I got kind of an unusual request here." With that, he stepped forward and laid the form on her desk, stepping back with a wince as she craned her neck to read it over.

She looked up sharply at the both of them after she'd glanced it over. "Leave of absence? Soarin, you haven't even been working here long enough to qualify for vacation yet!"

The sky blue stallion gave her a curt nod. "Okay, then, Chief. If that's the case then I guess all I can do is quit."

At his side, the younger pegasus let out a sigh and drooped his ears and tail as a look of stunned shock washed across Raindrops' face. She blinked at him, glancing up and down from his calmly resolute face to the form on her desk. "But... but... but why? What do you need all that... THE PEGATHALON?" Her wings flared involuntarily, rustling the schedules and maps on the bulletin board behind her as they snapped to full extension. "You're entering the Pegathalon?"

Soarin gave another frank nod. "Yeah. It's just something I need to do. Sorry about the short notice."

He held out a hoof, which the yellow mare took numbly and shook. He turned and did the same with Rumble. "You guys were great to work with, and however the race plays out I hope when I get back you'll join me for a drink down at the Rain Barrel. Clear skies 'til then."

With that, he gave them a salute, turned and walked out. Raindrops slumped forward with her forelegs splayed across the desk and her jaw hanging loose, as faint wisps of white steam with a peppering of little floating hearts bubbled out of her ears. It was a while before she spoke in a breathy voice. "Wow…"

An admiring smirk settled on Rumble's youthful face as he watched one of his foalhood idols walk out the door into the bright sunlight outside. "Yeah..."

***

A faded blue, bloodshot eye popped open and peered out from the depths of a large, bundled cocoon of silk sheets at the strident sound of enraged screams echoing through the halls of Azure Manor. The content of the harsh tirade was largely muffled by distance and thick oaken paneling, but occasionally would resolve into coherent words like "destroy", "brothers", or "harmony", as well as strings of verbiage that were generally frowned upon even by sailors and construction workers.

A shudder ran down the length of the tangled mass of bedclothes, as the eye vanished back into the shadows to be replaced by an off white spiral horn that sputtered and fizzled as it lifted a silver bell off of the night stand and gave it a fitful ring before dropping it to the thickly carpeted floor among the discarded formal wear and empty bottles.

A distinguished older unicorn in deep blue livery with grey streaks in his slicked back mane came gliding into the room on crepe bottomed horseshoes, a silver tray bearing a brandy snifter, a funnel, and a ring shaped ice bag floating in his wake. The glass held a third of a hoof of dark, oily, reddish brown liquid atop which the golden yolks of two raw eggs quivered.

He slid up to the side of the bed and softly cleared his throat. "Good morning, your highness."

A muffled grunt sounded from the silken bundle. With brisk efficiency, the servant maneuvered the funnel into the gap in the bedclothes from which the horn was protruding. He then floated the brandy snifter over and tipped the glass' contents into it with a single smooth motion.

The mass of silks convulsed with coughing and sputtering, and disgorged the shivering, pasty, slightly bloated form of Prince Blueblood. He lurched to a semi seated position, his yellowed coat matted and disheveled, and his thinning blonde mane sticking in all directions. He smacked his lips and grimaced, screwing his eyes tightly shut in the dim light afforded by gaps in the heavy brocade curtains. His voice rasped out as a dull croak. "'Morning, Greaves. Weather report?"

The unicorn valet's face was a mask of composure as he floated the ice bag up and lowered it around his employer's horn. "Inclement, your highness." Both stallions winced at the sound of something large and full of china being tipped over somewhere in the house. Greaves cleared his throat anxiously. "A tornado warning is in effect."

Blueblood gave a weary nod. "Thank you, Greaves. Do draw us a bath, and kindly see that an electric mane dryer or something is left precariously perched on the edge of the tub. There's a good fellow."

The coltservant gave a slight sigh. "One regrets that there are no outlets in proximity to his highness' royal bath."

The dissolute unicorn prince flopped onto his back and curled his legs up to his belly. "A pity. Perhaps instead you could set out a suitable morning libation in the mane dryer's place."

Greaves bobbed his horn. "Very well, your highness."

He paused at the door as Blueblood called after him. "Greaves, has our wife taken her breakfast yet?"

The older unicorn thought for a moment and shook his head. "Not to my knowledge, your highness. The staff on her highness' end of the manor have been a bit preoccupied with... maintaining a discreet presence so as not to unduly intrude on her highness' morning... meditations."

The puffy eyed stallion rolled onto his side with a thin lipped grin forming on his face. "Ah, the poor thing must be famished. Send word to the cook to prepare her highness some ambrosia salad at once. As big a bowl as can be managed."

Greaves rolled his grey eyes heavenward as he took his leave. "As your highness commands."

***

Soarin stepped out of the front door of his cloud villa with his saddle bags slung across his back, pausing to tack up a note on the door jamb for the papercolt and the mailmare. He backed up and took one more long look at the structure, which had been transformed from a dissipating abandoned sky manor to a neat little bachelor pegasus' dwelling, a place he'd planned to call his home as he settled in Ponyville.

Having taken possession of it from his former team mate Rainbow Dash, in a way it represented a thread of continuity between his past and his present. What the future held was uncertain. He bowed his head and folded his wings, saying a brief prayer that the journey he was now embarking on would bring him safely back to this doorstep once more, and from here to the rustic porch at Sweet Apple Acres.

He turned with a flick of his tail and lowered his goggles, stepping out onto the springy clouds of the terrace and spreading his wings to take to the air. As he stretched his pinions in the bright gleam of Celestia's sun, now climbing toward its noontime height, his attention was drawn by a sharp whistle from down below.

Soarin peered over the ledge to meet the grave stare of a large red earth pony, who stood like a boulder on the path running beneath his villa. He raised one of his pie plate wide hooves and beckoned the sky blue pegasus to come down.

With a sigh and a nod, the former stunt flyer and weather pony leapt into the air and spiraled toward the ground, touching lightly down at the hulking stallion's side. He pushed his goggles up and locked eyes with his beloved mare's elder brother. "You got something to say to me, Big Macintosh?"

The massive earth pony nodded slowly. "Eeyup."

After a pause, Soarin pawed at the ground. "You wanna get to it then? I wanna be in Canterlot before sundown."

Big Macintosh nodded again, slowly working a stick of straw from one corner of his mouth to the other. "Come back safe."

After another pause, he spoke again, his deep bass voice cracking ever so slightly, even as it softly vibrated the ground under Soarin's feet. "Don't break her heart."

The sky blue pegasus extended a hoof, his voice cracking a bit as well. "Yes on one and no on two. On my wings and honor..."

The eldest Apple reached out with his tree trunk thick foreleg and shook Soarin's hoof. The pegasus was surprised at how gentle the gigantic stallion's grip was. "Okay. Tell young Pip th' same goes fer him."

Soarin nodded as they released their hoofshake. "Don't worry. He's a good kid, I'll keep him flyin' straight."

He stepped back and lowered his goggles back into place, unfurling his wings. "Clear skies, Big Macintosh."

The huge apple farmer gave him a nod in return. "Eeyup. Happy trails, Soarin."

With that, the pegasus stallion departed, launching lightly into the air and wheeling toward the palace crowned mountain that loomed in the distance, as the earth pony stallion stood and watched him recede into the hazy distance.

***

A pair of rectangular black smoked glasses floated up off of the chipped and scratched surface of a battered dresser, unfolded themselves, and settled themselves on the narrow bridge of Doctor Insanity's snout as he admired himself in the cracked mirror of his brother's cheap hotel room in the drover's district of Canterlot. He'd traded his rumpled company tie and suit collar for a sharp black frock coat and a wine colored cravat, and had cropped and dyed his thinning mane down to a severe dark line running from just behind his horn down into his stiffly starched collar.

With a nod of satisfaction he turned and focused his attention on his flank, his horn sparking once more to life and enveloping his cutie mark in a coruscating green glow. As his eyes narrowed in concentration behind his spectacles, he called out toward the bathroom. "I'm casting Uncle Mountebank's Falsified Flank spell on my cutie mark, brother. What would you suggest?"

Professor Destiny sauntered out of the bathroom in his shirt sleeves with his own cravat hanging untied from an unbuttoned collar, twin motes of magic twirling his freshly waxed mustache into sharp points. A thoughtful sneer settled on his sallow face. "How about a cuckoo clock? Or a straight jacket?"

His brother pursed his lips with an acerbic glare over the top of his glasses. "Maybe you should swap that skull and crossbones of yours for a cracked pot then."

The mustachioed unicorn huffed and proceeded to tie his cravat as Insanity's face lit up with inspiration. "Ah! I have it!" He bit his lip as the sour green sparkles on his flanks intensified, then faded to reveal the outline of two black bats.

Destiny gave a terse nod as he levitated his frock coat into position and shrugged into it. "Suitable. Could use a belfry."

His brother opened his mouth to give a snide reply, but was interrupted by three evenly spaced raps on the door. The black mustachioed stallion raised a hoof to his lips and shushed his sibling, then scurried over and crouched by the door, knocking three times in response. Another three raps came from outside, which the scrawny unicorn repeated. Another three, and then another three, in quicker succession.

Doctor Insanity let out an exasperated breath and rolled his eyes, then yanked the door open with his magic, banging it into his brother's snout and sending him toppling backwards with a bark of pain. Otto stood on the other side, his stubby hoof raised to continue the exchange of coded knocks with a look of weary patience on his face. He let out a gravelly squawk as the dark spectacled unicorn grasped his collar in a shimmer of green magic and dragged him inside, slamming the door behind him.

He lashed his cropped tail and spoke imperiously to his brother's henchpony. "Did you retrieve our property, Otto?"

Destiny climbed to his hooves, wincing and rubbing the tip of his nose. "My property."

Insanity tossed his head and stomped his hoof. "Our property, brother."

Otto nodded obsequiously. "Yeh, bozz. Da B.A.T. Nineteen'z in da wagon in da back alley. Didn't need tha hack saw at all. Guards just gave it to me off da impound lot."

The Professor nodded in preening satisfaction. "You don't have to sound so surprised, Otto. Are we or are we not flying under the auspices of Princess Celestia herself?"

All three ponies flinched as a forceful knocking came to the door. Destiny scowled in irritation at the interruption of his gloating and answered impatiently. "Yes? Who is it?"

A stern voice came from the other side. "Royal Guard. Open up."

As the two brothers exchanged an uncertain glance, Otto started to rapidly scurry in place, his gaze darting in every direction. "Cheez it, it's da heat! " After a moments further dithering, he scampered over to the grime coated window, shoved it halfway open, and proceeded to wedge his rotund little frame firmly in the inadequate aperture it provided.

The Professor cleared his throat and opened the door, revealing a muscular, smoky grey unicorn in gold armor. The scrawny inventor gave the cold eyed soldier a weak smile and a halting bow. "Er... yes... sir?"

The burly unicorn floated a scroll sealed with a gold sun medallion forward in his blue sparkling magic. "Her Royal Highness Princess Celestia hereby requests you attend her and her Royal Highness Princess Luna at Moonrise Court this evening at nine o clock sharp, in regards to the royal sponsorship of your prospective entry into the Grand Pegathalon."

His steely gaze flicked from Professor Destiny, to Doctor Insanity, and made a point of avoiding Otto's flailing, kicking backside, as the blue glow around the scroll shifted to green. He gave a businesslike bob of his horn. "Bring that summons to be admitted, and don't be late."

With that, he spun on his hoof and marched away, slamming the door behind him as the brothers met one another's eyes. They shared a triumphant chortle, ignoring their diminutive hench pony, who continued to grunt and struggle in the window.

***

The orange glare of the late afternoon sun glinted off of Shining Armor's purple barding as he stood on the battlements of Canterlot Castle, surveying the white towers and gilded domes of the city below. He turned and cocked an ear as one of his troops called out to him. "Pegasus incoming at seven o clock high, sir. Civilian, but flying sky cav. approach patterns."

The snowy coated unicorn stallion cocked an eyebrow, and raised a spyglass to his eye in a cloud of sparkling magic. A burly white pegasus in gold armor stepped up beside him. "Shall we intercept, sir?"

A smile crossed Shining Armor's face as he focused the glass on a sky blue pegasus with a dark blue mane, wheeling and bobbing his wings in the established salute that pegasi of the Equestrian Royal Sky Cavalry used to acknowledge one another at a distance. He shook his head as he turned his smile toward the armored pegasus at his side. "Stand down, Corporal. It's Lieutenant Soarin from the Wonderbolts."

He set aside the spyglass and flashed an all clear for approach with his horn at the far off flying stallion. In a few wingbeats, Soarin had covered the distance. He came to a hovering stop in front of Shining Armor and threw him a salute.

The handsome unicorn returned it with a grin, lifting his helmet off and shaking out his white streaked blue and teal mane. "Sorehead, you old loopty looper! What brings you out to Canterlot?"

The pegasus smiled at his old friend as he caught his breath. "Hey there, Shiner. Long time no see. I'm lookin' for your sister, as a matter of fact. You wouldn't happen to know where she is, would you?"

Shining Armor reared up and leaned on the crenelated stonework with a foreleg, a smirking look of mock suspicion on his face. "That depends, are you gonna ask her out on a date? If you are I should warn you that taking Twily to the all you can eat buffet down at the Family Feedbag ain't gonna cut it with me OR my mom." He let out a chuckle and bobbed his horn at the armored pegasus standing at his sides. "Anything less than Le Jardin and I'm gonna have the boys here escort you out of town."

Soarin let out a sigh and brought a hoof to his face. "Stratospheric... More threats from big brothers. It's like I never left Ponyville."

The guard captain laughed merrily. "I'm just buckin' your cloud, Sorehead, for old times' sake."

His expression became a bit more serious as he met the sky blue pegasus' eyes. "I'm guessing you're really here to see her and her friends about this whole Pegathalon business, right?"

The smile receded a bit farther from Shining Armor's face. "If you're gonna try to talk her out of it, I gotta warn you she's harder to shift than one of my shield spells once she sets herself toward a goal."

Soarin shook his head. "Nope, that's not on the flight plan. Actually, I'm here to see if she would like my help. Her team could really use an experienced flyer on the roster."

A warm smile appeared on the unicorn captain's face, and he waved his horn at one of his white winged troopers. "Corporal, kindly guide the Lieutenant here to the Bijou Boutique in the couturiers district if you please, and then spread the word to the rest of the Guard that if there's anything Lieutenant Soarin wants or needs while he's here he's to get it at a gallop, understood?"

The burly armored pegasus clicked his hooves on the flagstones and launched into the air, and hovered patiently waiting for the former stunt flyer to follow.

Soarin gave Shining Armor a grateful nod. "Thanks, Shiner. Send my regards to your missus and the fillies."

The white unicorn bobbed his horn in return as he set his helmet back on his head. "Will do."

He gave a wave as the sky blue pegasus and his armored escort wheeled and sailed out over the towers of Canterlot.

***

The neatly turned out unicorn receptionist hastily shoved her crossword puzzle under the appointment book and assumed an air of eager affability as the doors to the executive elevator opened with the faintest whoosh. Her ears edged backwards at the rapid tempo of the click clack of expensive horseshoes on marble, and she made a mental note to send word through the Royal Blue office memo system that the "weather report" had changed from "all clear" to "storm warning". Whenever her highness was walking that briskly it was usually the drumbeat of trouble on the hoof.

She looked up to see the pastel pink mare stride across her field of view without even a glance in her direction, not so much dressed as girded in a sharp red suitcoat, skirt, and a black cravat. The receptionist swallowed nervously. That was her highness' scalp hunting outfit. The weather report would need to be upgraded to "aponyclypse".

She fought hard to keep her voice from wavering as she called out a chipper greeting. "Good afternoon, your highn..."

Diamond Tiara cut her off abruptly as she stalked past. "Cram it. Senior staff meeting, map room, now."

***

The pastel pink princess and ruler of all she surveyed took a long, sharp eyed look at the assembly of company officers and high ranking airship captains as she leaned against the edge of a large three dimensional map of Equestria that dominated the center of the room.

The cities were marked by lacquered wooden models surmounted by flags, with colored strings tying them together to represent the various routes that the Royal Blue line flew. Hoof sized model airships dotted the map, poked into the styrofoam on metal pins, presenting an accurate representation of the size and distribution of the fleet.

Diamond Tiara's expression was stony and impassive, save for the faintest twitch in her right eye as she met her underlings gaze. "I've decided that Royal Blue is gonna do a tie in with the Grand Pegathalon this year. We'll make a cruise out of it, traveling box seats for the whole thing, deluxe accomodations, the whole bit. Somepony gimme a ship that'll do the trip in style."

After a stunned pause, a bewhiskered unicorn in a uniform jacket cleared his throat and plucked a model from near the rainbow streaked model of Cloudsdale in his magic and floated it before his boss' cool gaze. "W-well, your highness, you'll be wantin' a ship with enough range to make the whole trip with minimal layovers, and enough pickup to keep pace with a flight of pegasi flyin' t' beat the wind, and if you combine that with the luxury you're lookin' for, then you'll be wantin' one of the A class airships. Since the Amity is currently in skydock getting refurbished, and the Alicorn won't be available in time, then the only ship to fit the bill will have to be the Ambrosia."

The pastel pink mare's right eye twitched fitfully a few more times. "The Ambrosia..."

The unicorn nodded as he pegged it into the styrofoam mountain range in front of her. "Aye, your highness. We'll need t' pull her off the Cloudsdale t' Van Hoofer route and bring her in to the shop for a refit, but she'll be turned out and ready on time if we hurry."

Diamond Tiara gave a toss of her mane, the lights over the map glittering off of her jeweled namesake adornment, and pushed off from the edge of the map, trotting briskly out the door. "Ffffine. Get it rolling, hammer out the details, work up the numbers, and have 'em on my desk by tomorrow morning."

She paused and cast an icy look over her shoulder. "And reserve the master stateroom for his highness and me. Spare no expense. We'll be coming along on this trip."

The princess flicked her tail behind her as she vanished, with the assembled senior staff of her husband's company staring dumfounded after her.

***

Soarin ruffled his wings uneasily as he looked across the work table into the widely flared eyes and loose hanging jaws of two unicorn mares over coffee and shortbread cookies. "Uh... so what do you ladies say?"

Rarity reached up and gently closed Twilight's mouth, then did the same for herself and cleared her throat. Both the lavender unicorn mare and the sky blue pegasus stallion gave a start as the elegant fashionista lunged across the table and grasped his hoof tightly in her own. "YES!"

A moment later she sat back and composed herself, a genteel smile lighting up her alabaster features. "I mean, yes! We'd be ever so honored to have you as a member of our team, Mister Soarin." She turned to Twilight. "What do you say, Madame President?"

The lavender scholar blinked and shook away her daze, and nodded sagely. "Yes indeed. Your coaching has been invaluable so far, and we'll need every advantage we can get our hooves on if we're going to win this. I second the motion to hire Soarin as a flight consultant."

All three ponies stood and the blue stallion came around the table to shake hooves with both of them. "Thank you, ladies. I'll do my best."

They turned as a cheerful voice sounded from the doorway. Pip stood with his smile positively gleaming. "Good show, old bean! I'm right chuffed to have you on the team." He strode forward and extended his own spotted hoof, giving Soarin's a firm shake. "Jolly good show!"

At this, Rarity's sapphire eyes began to shine. "Oh! We simply must fit you out in team livery for our audience with the princesses tonight! There's not much time!"

With a final nod to her cohorts, she bustled from the room calling out to her shop assistants. "Bobbin! Snap! I'll be needing a rush fitting on another flight jacket for a pegasus stallion! Step lively, my darlings!"

Twilight gave Soarin a wry smile as her partner's silvery voice receded down the stairs. She beckoned Pip with her horn and headed for the doorway herself. "On that note, Pip we need to get the new harness ready. Come on."

The lavender mare nodded to the sky blue pegasus. "Rarity will be expecting you down in the fitting rooms, Flight Officer Soarin. Once they're done taking your measurements feel free to relax in the break room. We'll meet there in two hours before we head over to the palace. "

The pegasus stallion nodded and gave her a grin. "Gotcha... boss."

He paused in the doorway at the sound of a mare clearing her throat beside him, and turned to see Apple Bloom leaning against the wall with fore and hind legs crossed, regarding him with thoughtful amber eyes. "So... what does AJ think of ya joinin' in on this race?"

Soarin gave a flick of his ear and faced her with a wry smile. "She's worried. I promised her I'd make it home in one piece."

He nodded over his shoulder at Pip as the young stallion trotted down the stairs after Twilight. "And I promise you that I'm gonna make sure your colt there makes it back with all his spots intact too."

A warm smile accompanied by a soft blush stole across the young mare's face. She stepped up and gave him a peck on the cheek. "Thanks."

She continued past him, winking over her shoulder. "I'm gonna hold ya to that, Mister, and if'n ya think Big Macintosh or AJ are ornery if'n ya cross 'em, y'better think twice 'fore ya break a promise t' me."

Soarin chuckled to himself and shook his head as he fell into step behind her. "As families go, I sure got dropped into an interesting one..."

***

The vaulted dome of the royal audience chamber resounded with the warm blare of a magnificent trumpet flourish, as in the western rose window the red orb of the sun finally slipped down past the horizon, leaving a ruddy orange glow in its wake. Bright, almost crystalline toned silver horns sounded in response as the pale crescent of the moon arose to the east in the round window opposite the sunset, casting a cool light on the wisps of distant cloud that hung in the velvet purple sky.

The stained glass of both windows smoothly lowered on cleverly constructed tracks in the marble walls to make way for the grand entrance of the princesses, their wings flared and manes and tails trailing ethereal glory behind them. They circled one another twelve times as the downdraft from their wings rustled the finery of the assembly of pony courtiers and supplicants below, then drifted gently to the richly carpeted floor to land on gold or silver shod hooves. A full compliment of bat winged negasi guards snapped to attention, as the regal sisters ascended the steps to the dais.

Dusky Princess Luna climbed to the apex and took her seat on the high throne, as Celestia settled herself on a modest couch on a lower tier, her soft glow casting a subdued radiance around her in the dimly lit hall. In a few short hours she would retire, leaving her sister to reign over the night, until she arose to switch places for Dawn Court, taking the high seat as Luna assumed the advisors place for a short time before going to bed.

The princess of the night drew herself up with a grand flourish. "LO, YE FAITHFUL PONY SUBJECTS, THE SUN HATH SET, THE MOON HATH RISEN, AND THUS BEGINS THE NIGHT O'ER OUR FAIR LAND OF EQUESTRIA! LONG MAY HARMONY AND PEACE REIGN O'ER US ALL!"

She settled into a much more relaxed posture and cleared her throat with a casual wave of her hoof. "Okay, colts and fillies, it's time once again for the Late Show With Luna. Who's our first contestant, Fanfare?"

A unicorn herald adorned with a midnight blue sash bearing a silver moon medallion drew himself up and called out in a loud voice. "The royal court recognizes Doctor Twilight Sparkle, Ms. Rarity, and company."

He adjusted his spectacles and squinted at his notecard. "The royal court also recognizes Professor...Er... Professor Destiny and Doctor In... Insanity?"

The herald cleared his throat uncertainly and continued. "You may now approach the throne for your appointed audience with their royal highnesses."

A group of ponies stepped forward from the attendant crowd. To the left, the scrawny yellow unicorn brothers in their severe black frock coats, their top hats hovering respectfully at their sides in shimmering clouds of green magic. To the right, Twilight Sparkle and Rarity, outfitted in elegant suit collars and frilly cravats, followed by Apple Bloom, Pip Squeak, and Soarin. The three employees of Harmony Aeronautics were arrayed in buff canvas flight jackets and violet scarves, the heraldic patch of their company proudly adorning their shoulders. The young earth pony stallion wore a newly built flight harness, its wood and purple canvas wings folded neatly on his back.

As they walked along the thick red carpet, Twilight cast an archly critical glance at her company's rivals, a sneer twitching her lip as she growled out of the side of her mouth to the bespectacled unicorn nearest to her. "Doctor Insanity? Doctor of what, might I ask?"

The sallow faced stallion gave a dismissive flick of his tail as the light of the chandeliers reflected coldly off of his dark spectacles. "I've got advanced degrees in better-than-you-ology and osculate-my-rump-onomy, my dear filly."

The scholarly mare's face scrunched up in anger and flushed red through the lavender of her coat as Professor Destiny let out a dry chuckle. "Oh my, do I smell something burning? I do hope our audience with their highnesses isn't cut short by the fire alarm."

Rarity's coolly disdainful whisper sounded from beside Twilight as she gave a toss of her elegantly curled mane. "Just a bit of smoke being blown, hardly enough to concern oneself over. You colts will just have to wait for recess to let out after the grownups have finished talking."

Both brothers scowled at her as they came to the foot of the dais. The rival groups turned one another a cold shoulder and as one bowed reverently to their sovereigns.

Princess Luna tapped a hoof on the dais. "Okay, kids, heads up. Here's the scoop."

She gave a nod to her sister. "Princess Celestia and I have submitted a royal request to the Pegathalon's organization committee to enter your teams in the race, with CC's for the Cloudsdale Athletics Council and the Equestrian Ministry of the Interior. We're still waiting for them to get back to us, but we'll sort out any formalities that need sorting out, so don't you worry your little pony heads about it."

The moon princess gave another casual wave of her hoof. "We've also signed off on two blank checks from the Royal Treasury to get you kids provisioned and kitted out for the trip, so work up a budget and submit it to the Chancellor of the Exchequer's office for review." She cocked an eyebrow at Destiny and Insanity and gave Harmony Aeronautics a faint smile. "Keep it sensible, okay?"

She shared another glance with Celestia and continued. "And on the subject of sensibility, my sister has pointed out to me that there is a non-negotiable safety requirement for each team to consist of at least two to be allowed to fly the Pegathalon, in addition to whatever support ponies you choose to bring along. Since you're each presumably flying a single contestant, we are both willing to offer you a volunteer from our personal guards to fly seconds for you.

Luna gave a nod to her sister, who in turn beckoned a barrel chested, white winged pegasus forward from among the ranks of the night princess' bat winged guards. He stepped up to the dark clad brothers and rapped his hoof on the ground in a smart salute.

Celestia gave a radiant smile to Professor Destiny and Doctor Insanity, whose sallow faces both turned a shade paler. "This is Sir Paladin, a member of my personal chariot team and one of the finest flyers in the Day Guard. He has graciously consented to accompany the pair of you..." There was the faintest tightening of one of her cheeks in an almost imperceptible smirk. "... and keep you both out of trouble."

Professor Destiny recoiled from the pegasus guard's level, sharp eyed gaze. "Your... your highness sh-shouldn't have."

Doctor Insanity's eyes shifted rapidly back and forth behind his dark spectacles. "We... er... we are honored by this gesture, your highness, but it's... it's quite unnecessary. My... my esteemed brother and I are planning on converting our prototype into two separate units and flying in tandem."

Destiny turned to face him with eyebrows raised in surprise. "We are? OW!"

He winced in pain, shaking out his bruised right hind leg, and gave his brother a dirty look, then turned a shakey smile to face the disapproving gaze of both princesses. "Heh heh. Indeed we are, your highness. Sir... Sir Palamino here needn't trouble himself on our account."

Princess Celestia's benign smile tightened ever more slightly. "Oh, but we insist. We'll rest easier knowing he's along."

Princess Luna was openly smirking. "Yeah, and so will everypony else."

She turned her attention toward Harmony Aeronautics. "Now, as for you kids..."

Rarity stepped forward with a polite curtsey. "Your highness, we are ever so grateful for your kind offer, but by felicitous circumstance we've already managed to secure a wing pony for Pip."

She beckoned Soarin forward with her horn. "Lieutenant Soarin, late of the Wonderbolts and a good friend of ours has come forward to offer his invaluable services as a flight coach and a wing pony for our team. We officially added him to the Harmony Aeronautics roster as an official employee this afternoon."

As the sky blue stallion stepped forward and gave a bow, an outraged voice sounded out over the low murmur coming from the crowd of courtiers and waiting supplicants, echoing in the vaulted hall. "WHAT!?"

All eyes turned to see a blaze yellow pegasus mare clad in a Sky Cavalry dress uniform hovering several hooves over the heads of the crowd, her eyes flaring in outrage. A pair of burly pegasus stallions in suit coats and ties, one tan with a basketball for a cutie mark and one slate grey with a barbell, rose into the air and gently pulled her down, smiling nervously at the courtiers around them.

The unicorn herald rapped a hoof on his podium. "Order, please! Order! There will be order in the royal court!"

Soarin was still looking over his shoulder, his wings flared in alarm, as Princess Luna favored his new employers with a smile. "An excellent addition to the team, kids. Couldn't have picked a better flyer."

She gave a nod to her bat winged guards. "Looks like you're off the hook, guys." Several of them gave discreet sighs of relief.

The dusky princess leaned forward with a wink, speaking in a stage whisper to the Harmony Aeronautics team. "My crew have the skills to pay the bills, but they prefer to stay out of the sun for long stretches of time 'cos they tend to burn easily."

Luna gave a businesslike nod to the assembled competitors. "Okay kids, that's the long and short of it. If you've got any questions you can lay 'em on us."

Twilight Sparkle stepped forward and made a brief bow. "There's just one more thing, Princess Luna."

She beckoned Pip Squeak forward with a nod of her horn. "We've made some modifications to the Harmony Harness for the upcoming race, and we've taken the liberty of christening it The Luna Moth, in your honor."

The dashing young earth pony reached back and pulled the handle on the harness, unfurling the wings and launching into a low hover over his comrades as the crowd murmured in admiration. The wings' buff canvas had been replaced by sturdy cloth of a rich purple that matched the Harmony Aeronautics logo, and bore heraldic rondels of deep, midnight blue with a crescent moon in reflective white on the foreward segments. Pip met his favorite princess' wondering eyes and gave her a winning smile, the sparkle on his teeth mirrored in the glitter of the stars in her mane.

The regent of the moon let out a gasp and brought a hoof to her mouth. "Verily, we art deeply touched by this gesture..."

She gave a slight shake of her head and cleared her throat, blinking back a glistening of tears as a smile blossomed on her dusky features. "I... I mean, wow kids. Wow. That's... this is really cool of you."

She turned and met her elder sister's beaming countenance. Celestia smiled warmly to Twilight and Rarity, and then gave a formal nod to Professor Destiny and Doctor Insanity, who stood fuming and glaring daggers at the unicorn mares.

Princess Luna composed herself and raised a hoof with a flourish. "Okay, well as fun as this is we've got a full docket for tonight, so I'll wrap this rap session on up. On behalf of both my sister and myself, we wish you all the best of luck, and may the best ponies win." She gave the Harmony Aeronautics team a wink as they straightened up from a deep bow, and then both teams turned and headed for the gallery where they would remain until Moonrise Court had been dismissed.

Professor Destiny grumbled under his breath as he cast a reproachful glance at his rivals. "Show offs..."

As the two competing teams of inventors took their places among the courtiers and spectators, Fanfare's hoof beats rang over the low murmur of the crowd as he cleared his throat."The royal court recognizes the delegation from the Cloudsdale Athletic Council. The royal court also recognizes Captain Spitfire of the Wonderbolts. Please approach the throne for your audience."

A trio of pegasus stallions, all a fair bit overweight and past their prime with thinning manes and ill fitting suit coats and ties, came forward at the heels of the fiery maned mare who's wings flared proudly as she marched up to the dais.

Princess Luna traded a wan look with her sister, and gave a bob of her tapering horn to the pegasi as they completed a deep bow. "Okay kids, what's on your minds?"

The heavyset stallion with a hoofball on his flank opened his mouth to answer, but was cut off as Spitfire stepped forward and stomped a hoof. "We're here to lodge a formal complaint on behalf of the Pegathalon Planning Committee in regards to these irregular entries."

The moon princess pursed her lips as the air around her seemed to draw in shadows, her turquoise eyes narrowing as they took on a cold gleam. "So are we to take it that you're refusing our royal request?"

A faint rumbling of thunder echoed in the distance. To her side Princess Celestia let out the slightest sigh, her face otherwise an impassive mask of flawless composure.

The tallest of the three stallions reached up a tan hoof and tugged at the collar of his suit coat. "N-no, your highnesses, uh... we wouldn't go that far, but..."

Spitfire snorted and hiked her tail, cutting him off with a raised wing. "With all due respect, your highnesses, by allowing these ponies to enter the Pegathalon you're turning a legitimate athletic competition into a circus."

Luna traded another glance with Celestia, and then cocked an arch eyebrow at the Wonderbolts' leader. "Says the mare who spends her days pulling loop de loops in a spandex costume with smoke and lightning trailing from her backside..."

She gave a soft huff and gazed wryly back at Spitfire's scowl. "Seriously though, Captain, what's the big deal? It's just a one time thing."

The blaze yellow pegasus started pacing back and forth as the silent chorus of stallions stood skittishly behind her. "Is it? Once we let one non-pegasus in, where does it end? Ever since the story hit the papers the C.A.C. has been getting flooded with entry requests. Griffins, kirin, winged buffalo, even a loopty loopin' dragon has demanded a chance to race."

The moon princess gave a shrug, ruffling wings. "So let 'em in. Why not?"

Spitfire gave an angry shake of her head. "Your highness, we have traditions to uphold."

Luna rolled her eyes. "Spare me, kiddo, I'm over a thousand years old and counting. I've been watching Pegathalons since before your ancestors were twinkles in their ancestors' eye, and the biggest tradition I remember is upping the ante. Letting other kinds of flyers join in seems like just the sort of challenge pegasi ought to thrive on."

The fiery mare stomped her hoof angrily on the ground to emphasize her words. "But then the competition becomes about who the competitors are instead of what they do!"

She resumed her pacing. "There are a lot of excellent pegasi athletes who've been training for years for their shot at the spotlight, but who's going to care about them when all everypony's going to be chattering about is the whole wacky sideshow?"

A guardedly thoughtful look had settled on Luna's indigo features. "So... you're bent out of shape because you think the novelty of non-pegasi entering the race will overshadow the race itself?"

The Wonderbolts' captain nodded gravely. "Exactly, your highness."

Luna pursed her lips. "So... you think who's flying will mean more than who wins it."

Spitfire's pacing slowed, and she pawed at the ground with a furrowed brow. "Well... no, of course the winner is important. It's a race..."

The moon princess gently waved her horn back and forth as she spoke in a thoughtful tone of voice. "'Cos it seems to me that whoever or whatever might be at the starting line, the one's who really go down in history are the ones who make it across the finish line first."

The blaze yellow mare had come to a stop and met her sovereign's gaze with a raised eyebrow. "Yeah, that's true, your highness, but..."

The immortal regent let out a sigh. "So out of all those excellent pegasi athletes, only one is gonna be standing in the spotlight when it's all over, when he or she gets the medal. Any of the others will still be also-rans, regardless of their excellentness."

The stunt flyer ruffled her wings, her brow furrowing. "Well, sure... but..."

Princess Luna studied the light glinting off of her silver shod hoof. "So the real problem here is the chance none of them will be the winner."

Spitfire closed her eyes with a sigh and nodded. "Yeah."

A beat later her eyes popped open as a look of horror washed across her features. "NO! That's not what I... No! I..." Her eyes flared angrily and twin gouts of steam puffed out of her nostrils. "That's NOT gonna happen!"

The night's mistress traded a glance with her sister and then cocked her head at the spluttering pegasus. "You're not worried about that? Then what is the problem, Captain? If you know that ultimately it'll be a pegasus standing in the winner's circle, what does it matter if unicorns or earth ponies or griffons or dragons compete? As long as your best flyers bring their A game, then the rest will just be a footnote."

Princess Celestia gave a nod and smiled to her sister. "An interesting footnote."

Princess Luna bobbed her horn back in response. "Oh yeah, definitely."

Spitfire's blaze yellow features flushed a ruddy orange. "Fine! FINE! We'll approve your little freak show, your highnesses. We'll let 'em all in! And the pegasi will bring our best to take 'em all on!"

She drew herself up, lashing her tail behind her as the trio of stallions nervously backed away. "In fact, since we're bucking the rules, the Wonderbolts will even field a team. You want to see our best, by your shiny hiney's you'll see our loopty loopin' best."

Celestia hid a smirk behind a gold shod hoof as a faint pink glow appeared on her cheeks. Luna threw her fore hooves skyward with a triumphant cheer as thunder and lightning cracked over her head for emphasis. "HUZZAH! You go, girl! Make us proud!"

The Wonderbolts' captain caught herself, her pupils shrinking to pinpricks, her muzzle scrunching up, and her ears laying flat against her fiery mane. After a beat, she let out a long, shuddering sigh and smacked a hoof against her forehead.

Princess Luna ruffled her wings and sat back on the throne, a satisfied smile shining across her indigo face. "Well, I'm glad we could help you get your head in the game, Captain. Sounds like you've all got some paperwork to get cracking on."

Spitfire gave a stiff legged bow, as a small trail of black smoke started to rise from the crest of her fiery forelock. "Yes, I guess we do... your highness..."

The moon's regent's grin widened as her voice took on a singsong tone. "Well don't let us keep you. We look forward to seeing your smiling face in Manehattan."

The fuming pegasus mare spun on her hoof and shoved through the dumbfounded trio of winged stallions. "Yeah, you will. C'mon colts, lets go..." She trailed off to undertone muttering as she slouched toward the gallery, a thin wisp of black smoke trailing behind her.

She paused as she headed for her place among the supplicants who'd already been heard. A shudder ran down Soarin's spine as Spitfire cast one look in his direction, with a gleam in her eye that said she would live up to her name in a literal fashion if she could, followed by a cold shoulder as she moved on.

He let out a long sigh as he rubbed his temple with a hoof, murmuring ruefully to himself. "Now there's a storm brewin' if I ever saw one..."

Part 23 - Lighter Than Air

After the spectacle of the two competing teams of inventors officially entering the Pegathalon and Spitfire's vociferous protest, the rest of Moonrise Court's docket of supplicants was rather drab and uninteresting in comparison. By the time the allotted hour and a half had passed, the ponies in attendance almost applauded when the princesses called an end to the proceedings and dismissed them to the anteroom for punch and cookies. With a final fanfare, the immortal regents of day and night departed, Princess Luna to the royal orrery to update her star charts and Princess Celestia to a well earned night's rest.

Professor Destiny and Doctor Insanity made their way out of the throne room with a final scathing backwards glance at their rivals. The black mustachioed unicorn stopped at the archway and called out to Harmony Aeronautics with a scowl and a flourish. "Mark my words, you deluded dilettantes, this night may have been yours, but WE shall win the day!"

Twilight drew herself up imperiously with a flick of her tail. "Your brother's alleged degrees should give you ample insight into my answer to that, Professor."

Rarity stepped up at her partner's side with her snout in the air. "Come along now, darling. No need to sink to their level."

The lavender scholar cast one more glare at the unicorn brothers as she assumed a similar pose. "We'd have to invent a tunneling machine to do that."

As one, the two mares flicked their horns in the classic unicorn's pose of disdain, let out a dismissive "Hmf!", and trotted toward the anteroom with their employees in tow, with Apple Bloom sticking her tongue out at the brothers over her shoulder.

Professor Destiny ground his hooves on the marble palace floor and shouted after them. "Bah! Bah, I tell you! Any tunneling machine you lot would come up with would be a foal's sand shovel compared to..." He cut off with a strangled gasp as his cravat lit up in sour green sparkles and started to drag him stumbling behind Doctor Insanity.

The dark spectacled unicorn rolled his eyes as he stalked out through the grand hall of stained glass windows. "Enough! One ridiculous contest at a time, brother. Come on..."

As soon as they entered the elegantly appointed anteroom, its banners a palette of rich blues, blacks, and purples set with sequins and silver moons and stars in honor of the night, Twilight and Rarity's air of hauteur evaporated to smiles and ready charm as a crowd of interested ponies gathered around for an informal question and answer session. Pip stood beside them, smiling brightly and modeling the Luna Moth under Apple Bloom's watchful eyes, which narrowed dangerously anytime a mare approached to gush over the harness' handsome young pilot.

Soarin surreptitiously broke away from his newfound comrades, steeled himself, and approached Spitfire, who stood by the punch bowl with a glass in hoof and a scowl on her face that darkened as he got closer. Her three companions from the Cloudsdale Athletic Committee were too busy filling up their plates to notice him.

The sky blue pegasus rustled his wings and haltingly cleared his throat. "So... hi there, Cap. How's tricks?"

He recieved a face full of sparkling cranberry grape punch in reply, followed by a cut crystal glass that bonked painfully off of his forehead and was frantically caught at the last moment by a nearby unicorn servant before it hit the floor.

Soarin winced, wiping the fizzing drink out of his eyes, and looked up blinking to see his former team mate's fiery tail vanishing through one of the arched windows lining the dome of the antechamber. He pursed his lips and furrowed his brow, rubbing the sore spot with a hoof as he took wing to follow her.

***

Spitfire gritted her teeth and poured on the airspeed as she felt a wing tip brush hers, her ears laid back on either side of her whipping, fluttering mane as a familiar voice called out. "Cap! If you'd just stop and listen to me!"

Her response rang out over the rooftops of Canterlot, causing more than a few monocles to pop out and late evening tea cups to rattle at the sudden bout of airborne profanity. She broke into a jinking, looping, weaving flight path to evade her pursuer, darting between the ivory colored towers as his calls faded to faint echoes behind her.

A bitter grin flashed across her blaze yellow features, as she took a glance over her shoulder and saw nopony in her six. The look of triumph faded into ear drooping misery as she let out a sob and blinked away a stinging welter of tears. She rubbed a foreleg across her eyes and looked ahead, letting out a shriek of alarm as she found herself approaching a billowing cloud bank at top speed. The sound was cut off as she smushed into it with a soft "poomf".

Spitfire coughed and spluttered, her mane, tail, and dress uniform sodden with water, as she was hauled by her collar out of the cloud's interior and set down on its upper surface in a limp tangle of flailing legs and splayed wings.

She flinched at a weary, out of breath voice beside her. "So... are you done being mad yet, or do I need to shove that hot head of yours through another rain cloud?"

The pegasus mare spat out a mouthful of vapor and glared at Soarin, who ruffled his wings and undid his purple scarf, offering it to her like a hoofkerchief. She grudgingly took it as she pushed herself up into a seated position on her haunches, wiping it across her scowling muzzle. "How in Hurricane's hocks did you catch me?"

The sky blue stallion gave a wry shrug. "I stopped chasing you."

He gave the grey cloud under them a gentle pat. "I saw this sweet little number five floating over the royal gardens waiting to pop its drops. It's amazing how far and fast you can get 'em to coast with the right backspin." An apologetic grin flashed on his earnest face. "Sorry about soakin' ya, but it was the only one at hoof that was hefty enough to stop you."

His expression became serious again. "So now that I have stopped you..."

Spitfire tossed the now soaking wet scarf back at him, and slouched with her forelegs crossed in front of her, gazing angrily off into the starry sky above. Her voice cracked a little as she spoke, and new moisture appeared at the corners of her eyes and began to roll down her dampened face. "You can save your breath. I know this is all some kind of stupid revenge for me bouncing you off the team."

Soarin's wings flared in shock. "What?" He gave a snort and shook his head. "Spitfire, we've been squaddies since the rookies' roost. Have you ever known me to be the vengeful type?"

The blaze yellow mare uncrossed her forelegs and pawed at the cloud, sniffling a bit before she spoke. "N-no, but I wouldn't blame you if you felt that way n-now, I guess... I mean..." She hung her head, trailing off as tears dripped down her snout.

He reached up and laid a hoof on her shoulder, causing her to flinch. "Look, Cap, getting bounced from the 'Bolts hurt bad. You guys were almost like a family to me, but it was my own fault for letting myself slide. You did the right thing in givin' me my papers and showin' me the door. The 'Bolts are supposed to be the best of the best, and there's no room for slackers on the team. You wouldn't be what you are if there was."

She looked over at him, her lower lip quivering. "B-but... but..."

The sky blue stallion set his hoof back down on the cloud and gazed off into the distance. "No, this isn't me lookin' back. This is me movin' forward." He gave her a sidelong smile. "You slam into fewer clouds that way." She huffed and averted her gaze, slapping her sodden tail on the cloud in irritation.

Soarin looked fondly at the patch adorning his flight jacket in the moonlight. "Harmony Aeronautics is working to bring ponies together, Spits. They want earth ponies and unicorns to be able to understand just how awesome it is to be able to fly. Since I've been working with 'em, I've kinda reconnected with that feeling myself. The same feeling I'd lost after twelve years of touring."

He looked over at her with a gentle smile. "They're not tryin' to bring pegasi down, they want more ponies to be able to come up and meet us where we are. They want to show that if we can do things together, than the differences between us aren't such a big deal in the big picture."

He gave a shrug with his sky blue wings. "That's why I want 'em to succeed, and why I'm helpin' em."

Spitfire stared at him, her pupils flicking rapidly back and forth as she absorbed what he'd said. She let out a ragged sob and buried her face in her hooves, slumping into Soarin's side with a damp splat as he laid a wing across her shoulders. They sat that way for a while, with the fiery maned mare weeping softly into his shoulder as the cloud drifted over the twinkling lights of Canterlot.

Eventually she growled petulantly between sniffles and gasps. "You big h-hailstone head. Why don't you ever let me stay mad at you?"

He gave a shrug as he wrung out the scarf and proffered it to her again. "I dunno, Cap. Path of least resistance, I guess."

She accepted it and blew her nose, straightening up with a lopsided grin slowly working its way onto her face. "Well, we aren't gonna make it so easy on your lazy rump in this race, I'll guarantee you that, brother."

She ruffled her blaze yellow wings in the cool night breeze. "Harmony Aeronautics wants to fly with the pegasi, they better be ready to face some heavy wingwash."

Soarin gave her a fond smile as he climbed to his hooves. "I'll tell 'em. And you tell the 'Bolts it'll be an honor to meet 'em at the finish line." He gave her a wink. "Whichever of us is waiting when the other gets there."

With that, the sky blue stallion reached out a hoof and helped her up. "Now if you'll excuse me, I oughta be turning in soon. I got a lot of training to get in before I see you again in Manehattan."

Spitfire looked him over with a critical eye. "Not as much as I was afraid of, from the look of you." She cocked an eyebrow. "So aren't they feedin' you in Ponyville, or is the chow not as good as Dash made it out to be?"

Soarin shook his head. "No, it was even better." A shy grin spread across his face. "You'll have to come out to my new marefriend's farm and see for yourself someday."

The blaze yellow mare's eyes flared. "Marefriend?!" Her eyes spun in opposite directions as she shook her head to clear it. "Whoa... The horizon just kinda flipped on me there. Gimme a second to figure out which way is up..."

Her former team mate pursed his lips and rolled his eyes. "Sheesh, Cap, it's not THAT much of a cross draft that I found my own special somepony."

She gave him a mischievous grin and a wink. "Well now I have to book a flight out to Ponyville after all this blows over. Gotta make sure this filly measures up to sky cav. standards."

Soarin chuckled as they reared up into a heartfelt hug. "Anytime, Cap. Anytime. You and her big brother can hoof wrestle to settle who's worthy of who."

Spitfire pushed back to look him in the eyes. "If you go the distance in the Pegathalon, I don't think it'll even be a question."

The sky blue stallion gave her a solemn nod. "When I go the distance, me and her might just be neck and neck."

She nodded in return as they disengaged. "Well, best of luck, Soarin. Clear skies."

He threw her a salute. "Clear skies, Cap."

With that, she shook herself off and launched into the cool Canterlot night giving a last fond wave over her shoulder.

Soarin sat back down on the cloud with a sigh, staring at the broad valley spreading at the foot of Equestria's capitol mountaintop. Nestled among the rolling hillsides the lights of Ponyville glittered like a thimbleful of gold dust in the deep greens and blues, more precious to the wayward stallion for being his long sought home.

He laid back and closed his eyes, spreading his wings across the cloud's soft surface, and thought of Applejack.

***

The skies over Manehattan hadn't seen so many balloons overhead since the last Marecy's Harvest Festival parade. Their shadows cast creeping pools of shade across the teeming streets below, and drifted between the foamy wakes of countless water craft thronging the harbor.

The largest penumbra spread for blocks beneath the silvery, whale-like outline of the T.M.S.S. Ambrosia, one of the grandest, most luxuriously appointed airships in all of Equestria. The vast ship was currently moored to a Royal Blue skyport atop the towering Cerulean Building, with a steady stream of stevedores looking like busy ants on branches as they carried supplies for the airship's upcoming voyage across the gangplanks into the holds inside the superstructure.

A multi tiered gondola ran along the bottom length of the craft, with rows of wide, arched windows marking each luxury stateroom and a faceted glass viewing deck and ball room occupying the forward prow that provided the elegantly dressed ponies within a commanding view of the bustling metropolis below. The elite from across Equestria had gathered in Manehattan to board the widely publicized air tour, and were streaming aboard en masse as the day of the Pegathalon's start drew nigh.

Among them, Rarity sashayed up the gangplank, resplendent in a sky blue silk stole and a pillbox hat adorned with gossamer butterfly wings styled after the Luna Moth. A burly earth pony porter in a royal blue uniform followed her, his thick legs shaking slightly as he bore her steamer trunk and several suitcases on his muscular back. He waited patiently, a weary look on his face, each time she stopped to greet assorted high society ponies on her way to her stateroom.

Atop the Ambrosia's gigantic cylinder, a domed structure rather like a miniature palace had the most commanding view of all, and flew the flag of Equestria and the colors of the Royal Blue airship line on a flagstaff topped by a gleaming golden sun. This was the master suite, the finest accommodations the airship, and the entire company it belonged to, had to offer.

The royal owner of said company lounged on the brocaded cushions in the cupola's forward lounge, idly peeling a hovering tangerine with his magic as he nursed a glass of cognac and gazed out over the skyscrapers. Manehattan was a city with little of the poetry of his home in Canterlot, its drab, blocky towers having been built by earth ponies for the purpose of conducting their dreadfully pedestrian commerce.

Blueblood cast a languid glance over his shoulder at the door to the suite's business office, behind which his young wife was engaged in her own particular brand of dreadful commerce. It was one of the few things that they agreed on, that the less he knew about such dealings the better. All he was aware of was that it had been a while since he'd seen or heard his bride, and it had been quite relaxing.

His ear flicked at the muffled clack of the office's bay window ratcheting open, followed by the harsh sound of multiple taloned feet clattering along the catwalks outside and clambering over the railing. He caught a glimpse of large, leonine, winged shapes launching into the air and diving into a nearby bank of clouds, their sinuous, tufted tails trailing behind them as they vanished into the mist.

The puffy eyed unicorn cast aside the rind and began pulling the succulent fruit into sections as the office window closed with a soft clunk, followed by the clack of the bolt being drawn on the door. A moment later Diamond Tiara came striding into the room with a guardedly smug look on her face. She flounced over and snagged the floating tangerine sections with her tail before curling up on the couch opposite her husband. She plucked one of the topaz like citrus wedges in her teeth and flipped it into the air, snapping it up like a shark and chewing it with relish.

Blueblood gave her a brief, reproachful glare and then turned his attention to his glass, idly sloshing the richly fragrant liquid within before taking a sip. His voice dripped with regal boredom as he deigned to speak to her. "So, we presume by the general air of a well fed cat atop a vacant canary cage that a deal has successfully been struck."

The pastel pink princess grinned a wicked grin as she snapped up another tangerine section. "Yeah, lets just say I bought us a little reverse insurance, just in case something bad wasn't going to happen." Her eyes narrowed as she chomped down two more segments of sweet, tangy fruit. "The premiums were steeper than I would have liked." Her grin widened a bit as she wiped a droplet of reddish juice from her chin. "But it's worth it to shift the actuarial tables in our favor..."

The prince nodded vaguely and yawned, any talk of numbers causing his already glazed eyes to go a little further out of focus. "Whatever you say, dear..."

She rolled her eyes and huffed, climbing back to her hooves and flicking the remainder of the tangerine into a gilded waste bin as she strode out of the room, muttering under her breath. "Darn right whatever I say, you worthless pinhead..."

Blueblood cast a wan gaze at the garbage bin, sighed, and levitated a fresh tangerine from the bountifully stocked fruit basket resting on the wet bar. He levitated it and the bottle of vintage cognac over and opened them both.

***

All ears perked up in a modest balloon hangar in Manehattan's upper west side as the brass bells attached to a wooden box on the workshop table rang out. The bakelite cone hanging from a hook on the side floated up in a cloud of glittering purple magic and landed on the tip of Twilight's horn, which pulsed in time to her words as she spoke seemingly to herself. "Harmony Aeronautics! Doctor Sparkle speaking..."

A smile spread across her face as she met Apple Bloom, Pip, Spike, and Soarin's eyes. "It's Rarity! She says there's a hornophone in her stateroom!"

She averted her gaze, staring into space as she spoke. "That's excellent news! Apple Bloom helped me wire our phone to a crystal transmitter, so we should be able to communicate freely while we're..." Her face fell. "Oh, well, I suppose 'free' isn't the best term to use. I guess that'll just have to come out of our 'emergency' budget. Okay, we won't stay on the line too long."

The lavender mare turned to cast a satisfied gaze at the looming form of a familiar purple balloon, one that she and her friends had been using since she'd come to Ponyville all those years ago. Its basket had been enlarged and partially enclosed, with a hatch leading from a small cabin behind to an open platform out front. A bullhorn and one of Twilight's telescopes had been mounted on swivels on the rail. The balloon was fitted out with two props driven by magic turbines and rigged for sail as a redundancy, a mesh of crisscrossed ropes reinforcing the envelope with loops for climbing hung across them. Harmony Aeronautics' crest was proudly emblazoned on a banner hanging across the front of the gas bag.

Twilight gave a nod to her friends and employees as she continued her conversation. "We've got all the equipment and supplies for the first leg packed up and loaded, and our esteemed Chief Engineer and Test Officer have checked The Friend Ship over and declared it air tight and ready for flight." She gave the young earth ponies a wink as she continued. "It won't be quite flying in style like you are, but I think this is going to be the trip of a lifetime."

The lavender mare let out a chuckle as she cocked her head, the cone on her horn pulsing from within with a silvery blue light. It shifted to blinking glimmers of purple as she replied with a roll of her eyes. "Well, I'm sure you can endure there being only vanilla and apricot scented mane wash in your private shower. We're all roughing it on this trip in our own way, I guess."

She paused again, tapping her hoof as more sparkles of blue illuminated her forehead. She gave a careful nod, keeping the cone steady on the tip of her horn as she answered. "Yes, yes, well it's good to hear that. Convey our thanks to Mister Pants and Lady Opulence, any good wishes are welcome."

Another pause. "Yeah, we'll miss you at the opening ceremony tonight. I'd trade places with you in a minute."

She nodded after a brief interlude with another roll of her eyes. "Well yeah, of course it's better for you to be up there turning the charm on all those potential investors. Honestly, if I had my real choice, I'd just spend the evening curled up with a dozen or so good books, but somepony senior in the company should be at the ceremony."

She gave a nod toward the sky blue pegasus. "Soarin's already bowed out because he wants to get in some last minute training, so it'll be just me, Apple Bloom, Pip, and Spike."

Twilight cleared her throat after another pause. "I'm sure it will. Okay, well I'd better get going. We need to wrap up here and head back to the hotel to get dressed. I'll be on the horn with you tomorrow and tell you how it went."

A slight smile curled the corners of her mouth. "Yes, I'm sure a bit of inside gossip would come in most handy with the fancy ponies up on the Ambrosia. To save bits I'll write you up a report and send it via dragon fire."

She gave Spike a wink, then started to nod, her expression shifting slowly from a fond smile to mild exasperation. "All right. Goodbye Rarity. Yes yes. Kiss kiss... Uh huh... I'll tell them. Okay. Bye bye. Yes. Hugs too. Mm hmm. Goodbye. Good... bye... Rarity..."

She gave a huff as she flicked the cone off of her horn, using her magic to levitate it back onto the cradle as she cast a wan look at her employees. "She says good luck, and 'kiss kiss'."

***

Rarity set the gold plated cone back on its ornate set and turned to the earth pony porter with a vivacious smile as he stowed the last of her luggage in the cabinets of her elegant stateroom. He stopped in the hatchway with a click of his hooves and a short bow. "Will there be anything else, milady?"

She smiled and batted her eyes at him as a small velvet bag full of bits levitated in a cloud of blue magic from her panniers. "No, that's all quite satisfactory, Sterling. Here's a little something for your trouble."

His polite smile widened a bit as he felt the weight of it in his hoof. "Your generosity is much appreciated, milady."

She gave a toss of her mane and let out a silvery chuckle. "Think nothing of it, Sterling."

The dappled grey earth pony pocketed the bit bag and leaned in, raising a hoof to his mouth in a conspiratory whisper. "If milady has a preference for her toiletries, I'd be more than happy to pass it along to the flight stewards."

A warm smile came to the elegant mare's features. "Oh, you're too kind, Sterling. I do have a preference for lilac and lavender, but there's no need to put anypony out. One imagines you're all busy enough keeping this fine ship airborne without catering to every passenger's silly whims."

The stallion gave a bow. "I'll see what we can do, milady, and it's a pleasure to do so for a genuine lady. I speak on behalf of my fellows on the staff and crew that we're happy to have you aboard, and we hope you enjoy your voyage."

Rarity gave him a genteel dip of her horn in return. "I'm sure I shall, thank you, Sterling."

***

Sir Paladin stood like a marble statue in the corner of a dilapidated blimp hangar on the Manehattan water front, his steely, disapproving gaze fixed on the two scrawny yellow unicorns and their dwarfish earth pony lackey as they loaded stacks of red and black striped phlogiston rocket motors into the cargo compartment of a cigar shaped black mini-dirigible emblazoned on each side with a skull and crossbones flanked by two bats. A soot stained turbine apparatus fueled by the same distilled magical essence as the rockets occupied the back end of the ramshackle gondola.

Professor Destiny cast the guardpony an exasperated glare. "This would go faster if you helped, you know."

Paladin flicked his close cropped tail. "My job is to fly escort and watch you, and I can do that just fine from over here."

He pursed his lips. "Frankly, I don't know what's more alarming, the flammable gas you've got filling the envelope of that sky-rig or the explosives you're loading in the crew compartment."

Doctor Insanity gave an impatient flick of an ear. "The Phlogiston rockets are perfectly safe to handle, sir."

His horn sparked to life as one of the red and black striped cylinders floated off of one of the cluttered work tables and drifted toward the white pegasus with the pallid unicorn following behind it. The bespectacled stallion gave the rocket a nod. "Give it a look, you'll see."

The guard reluctantly reached up a hoof and took it, giving it a dubious once over with his gimlet eye. His lip curled back in disgust as he peered at it. "Ugh, it's sticky..."

Insanity gave a shrug. "Oh, that would be the sovereign glue we use to seal the binding. It probably hasn't dried yet, although it really doesn't take long to do so."

The burly pegasus frowned as he gave his hoof a shake, the rocket sticking fast to it. "Hey, what the..."

The thin faced stallion bobbed his horn at the blunt end of the device, ignoring the royal guard's glare and continuing his explanation. "The condensed phlogiston is held inert in a clay and crystal powder lining, and unlike conventional explosives it doesn't react to fire. Only a bit of magic, applied thusly to the priming plug will activate it, causing a violent conversion to dynamic magical energy."

A green spark floated from the ersatz doctor's horn tip to the end of the rocket like an angry, hissing firefly, causing the end of the missile to splutter and fizz as both Insanity and Paladin's eyes went wide with alarm.

Otto's gravelly voice rang out, shattering the sickened hush that had fallen save for the hissing of the phlogiston primer. "FIRE IN DA HOLE!"

The bespectacled unicorn and his brother dove for cover behind the broken down boilers and steam engine parts that cluttered up the hangar as the royal guard pony desperately waved his fore hoof trying to dislodge the rocket.

The volatile engine roared to life in an explosion of greenish flame followed by a loud crash and a full throated bellow of terror and dismay that grew softer and softer as a scattering of snowy white feathers drifted to the dusty floorboards in a dissipating cloud of black smoke.

Professor Destiny tentatively cleared his throat as he straightened his cravat and stepped up to the perfectly pegasus shaped hole that had been punched in the wall. "Well... that certainly solves some of our problems..."

Doctor Insanity joined him, peering over his dark glasses through the newly made window as a distant, wailing shape trailing black smoke skipped across the waters of Manehattan harbor, finally slamming into a garbage scow and exploding in a mushroom cloud of green flames.

He tugged at his collar with a hoof as a weak grin spread across his sallow features. "And adds a few more, I'd imagine..."

They shared an uneasy glance as a trail of white feathers drifted down to bob gently on the waves.

Part 24 - Turbulence

Twilight cut a fine figure in a plum colored party dress adorned with glittering silver sequins that swept like a comet's tail from a large moonstone clasp at her neck, and Spike for his part was looking quite dapper in his tuxedo jacket and sparkling tie, but few if any of the attendees for the Grand Pegathalon's Opening Ceremony took notice of them. Tonight, while the competitors, race officials, reporters, and VIP spectators arrived, Twilight was intent on doing the noticing, and recording her observations for her and Rarity's benefit.

Shortly after the delegation from Harmony Aeronautics had arrived at Maddie's, an exclusive club occupying most of the upper tier of Madison Mare Garden, the lavender unicorn had sent Apple Bloom and Pip off to mingle with the crowd, and took Spike with her to stake out one of the candlelit booths with a good view of the velvet roped main entrance.

As soon as the waiter had dropped off their drinks, and a basket of pan roasted agates for Spike, Twilight opened her hoofbag of handiness and set out some parchment, quills, and ink for her number one assistant and stenographer, followed by her Pegathalon fact file, a thick, spiral bound notebook made even thicker by countless newspaper clippings and other haphazardly collated scraps of information that she'd gathered in the intervals between making preparations for the race. Now she was ready to get down to business.

She took a sip of her ginger ale and cleared her throat as her horn sparkled in the semi-darkness, casting a Between You and Me spell so that she could be heard clearly by Spike over the din of the nattering crowd and the big band stylings of Tiny Horsey and his Orchestra. "Okay Spike, are you ready to get all this down?"

The dragonet nodded with a slight air of petulance as he flicked an agate into his mouth and dipped his quill into the inkpot. "Yeah, but I'd rather be getting down on the dance floor."

She pursed her lips and gave a slight flick of her horn. "Plenty of time for that later, now pay attention."

She watched a shoal of blonde maned, sun bleached pegasi swagger in. "There's the top team from Los Pegasus and their dates, I'd presume. In the lead is Golden Bay with his marefriend and partner Granola Bay, and their wingponies High Tide and Gnarly Curl. I don't have any data on those two other mares, but they don't look like professionals."

She pursed her lips. "Professional flyers, at least."

Twilight's ears perked up as another group entered. In the lead, a large, reddish brown feathered griffin with touches of deeper red in his crest and wingtips strode confidently into the room, resplendent in black tie and tails. A jagged pink scar stretched across his face from behind his left ear to the tip of his beak, and a monocle glinted coldly in his right eye as he scanned his surroundings with a hawk-like gaze. Following dutifully behind him with expressions of unflappable calm on their faces were two more griffins, a male and female, clad in dark tunics with red sashes.

The lavender mare's voice dropped to a whisper as she spoke out of the side of her mouth to Spike. "Oh, and here's the first non-pony competitors to arrive, Baron Gerhard Von Redtail and his servants Gunther and Greta, from the griffin aerie in Clawstadt. He's apparently got something of a reputation as an aerial duelist."

She flipped through her fact file as she spotted two more pegasi enter, a pair of burly stallions with buzz cut manes and tails. They both wore ill fitting plaid suit jackets that looked like they probably smelled like moth balls. Twilight nodded to herself as she found her entry. "Ah, that would be the leading team from Cloudsdale, Air Hammer and Ice Tongs. They both work in the weather factory during the winter season, and compete in Iron Pony competitions across Equestria during the summer. The Pegathalon is the high point in their schedule."

Three more well groomed pegasi stallions brushed past the Cloudsdale ponies with their snouts raised disdainfully. Their dove grey suit jackets were immaculate, each bearing a crest on the lapel of a tall mountain flanked by a pair of wings. Twilight pursed her lips as Air Hammer surreptitiously extended a hoof to trip one of them, nearly sending him careening into one of his companions. The trio glared daggers and stalked past with dismissive flicks of their tails and ruffled wings as the burly stallions broke into braying guffaws, leaning on one another for support and slapping each other on the back with their wings.

Spike tipped the feathery end of his quill at the well dressed pegasi and spoke before Twilight could. "I know those guys, they're from the Zenith Sporting Society in Canterlot. Sir Concord told me all about 'em. Bunch of hoity toity pegasi gentry with too much time on their hooves. Tried to get me and Destrier thrown off the sky track once." A scowl crossed his face. "Said there were 'No pets allowed', if you can believe that. Des was out of uniform and they didn't realize they were trying to play high horse with a royal guard."

A grin spread across his scaly face. "They changed their tune once we set 'em straight."

He scribbled some notes as the lavender scholar sized up the team from her hometown. When they'd disappeared into the crowd, she turned her attention back to the club entrance, her eyes widening as a large, shaggy shape filled the entryway.

A massive, reddish brown buffalo brave stood surveying the room full of ponies with solemn grey eyes, a huge pair of speckled brown and white wings folded along his sides. He wore a headband adorned with elaborate beadwork, with similar bands around the roots of his gleaming black horns, and carried a satchel rattling with more beads and decorated with silver conchos slung across his humped back. The hulking ungulate stepped aside to allow a rangy blue-grey pegasus stallion in a white stetson and a bolo tie to step up beside him.

Twilight leaned over to breathlessly dictate to Spike "That's the winged buffalo."

The young dragon rolled his eyes. "Wow, nothin' gets past you, Doc..."

She cast him an annoyed glare. "They call him Flies Like Thunder. He's a buffalo shaman who acquired his wings by magic on a solo stampede in the San Palomino desert. His sidekick there is Long Range, a pegasus from Appleloosa who Flies Like Thunder rescued from bandits. They've been best friends ever since."

She flipped to a news clipping in her notebook. "The Appleloosa Picayune says Flies Like Thunder considers the Pegathalon his destiny, to go on the greatest stampede any buffalo has ever gone on."

Twilight let out a sigh as the buffalo and pegasus made their way into the club. "I'd love to find out more about buffalo shamanism, there's so much ponies still need to learn about other... species'... magic..."

She trailed off as an unearthly figure came floating through the doorway, hovering a couple hooves above the floor. It was roughly the size and configuration of a buck deer, with cloven hooves that gleamed like gold and iridescent scales of peacock blue and purple edged with silver. Long, coruscating plumes of silky gossamer billowed from the creature's shoulders and flanks, and a mane that floated and flowed on an unfelt wind in tones of pale lavender, gold, and peach ran down its curving neck, with a matching tuft at the end of a sinuous scaled tail. It wore intricate ornaments of jade around its perlescent antlers and strung in its mane and beard. A large orange and red phoenix perched on the newcomer's withers, preening a fiery wing.

The crowd went silent as he entered, but the lavender unicorn's voice was so hushed that Spike would never had heard her without the Just Between Us spell. "Lulong the Kirin. Now there's somepony I would love to talk to about magic..."

Both she and Spike blinked in surprise as the hovering creature cast a wry smile in their direction, an ethereal voice like a lute chord played in a minor key sounding in their ears. "Ah, what a clever spell! Perhaps we shall have time to chat after this most interesting competition has ended, o one horned magical pony mare."

The unicorn and dragon gaped at him as the gleaming bird on his back folded its wing and chirped into one of his tapering, tufted ears. The voice took on an apologetic tone. "It was a pleasure to make your honorable aquaintance, but now my companion Pheng desires to sample your Equestrian baked goods. I also am most curious to try these cakes in cups that I have heard about. My humble apologies for intruding upon your conversation."

With that the kirin drifted into the room towards the buffet as Twilight and Spike stared after him. The young dragon was the first to shake off his reverie. He nodded his crested head after the mysterious creature, his voice low with amazement. "Is... is that phoenix his wingpony?"

The unicorn mare replied with a shrug. "Yeah, I guess as long as it can fly it's legal." She watched as Lulong's antlers glimmered with whitish gold magic, levitating a foil wrapped cupcake up to his avian partner, who dug its beak into the pastry with relish. "This Pegathalon is definitely unconventional."

Spike nodded as he jotted down a block of notes. "You can say that again. If I'd have known phoenixes were allowed maybe I could have entered this thing with Pee Wee as my sidekick."

Twilight rolled her eyes and shook her head. "I think they'd draw the line at immature phoenixes, especially ones who haven't gotten over their pranking phase."

She let out a slight huff. "And I don't think that's gonna happen anytime soon since Philomena's taken him under her wing."

The lavender scholar flipped to a page with a stapled parchment written in Manederin. "My sources say that Lulong's phoenix is over seven hundred years old."

She gave him a smile. "Anyway, I'd rather have you on our team, Spike."

He met her gaze with a brief grin, then nodded toward the entry. "Oh look, some more griffins."

Twilight nodded as she flipped through her fact file. "Yeah, they're late entries from the north country, Gillaume, Gervais, and Gaston LaFish. Not much info on 'em, aside from the fact they normally work as freelance scouts for griffin fishing flocks."

The griffon brothers were thicker set than Baron Redtail and his servants, with speckled white, black, and greyish brown plumage on their avian front halves and thick, buff beige fur on their leonine posterior halves. They wore red plaid bandannas around their necks topped by necklaces of shark and whale teeth interspersed with dark wooden beads. Their harsh, grating laughter sounded as they ambled into the room, elbowing one another and flapping their wings as they traded good natured jabs.

The next flyer to enter was cool and reserved in stark contrast to the griffon brothers' boisterousness, a tall, lanky negasus with a pale greenish coat and a grey streaked dark mane that came to a peak above his lambent yellow eyes. He wore a dark purple silk tunic and a heavy, midnight blue cloak that hung between his leathery bat wings, the silver clasps at his lapels set with red and gold gemstones.

Spike cocked a spiny brow ridge as he scribbled down more notes. "I thought negasi hated being out in the sun. Is that guy gonna compete?"

Twilight nodded. "Yes. His name is Fleidermaus, and he comes from the cave colonies outside Hollow Shades. Apparently he and his wingpony will be fitted out in special sunproof flightsuits and helmets. I saw a blurb about them in one of Rarity's 'Clotheshorse' magazines."

The dragonet pursed his lips in concentration as he wrote. "So who's his wingpony?"

The lavender mare discretely pointed a hoof toward a second bat winged pony who loomed in the door behind the first. He bore a strong family resemblance to his companion, insofar as they shared similar coloration and facial features, but rather than being slim and stately, he was thick limbed and brutish, nearly rivaling Big Macintosh in size. His reddish black mane stuck up in ragged spikes and his tunic and cloak were just short of disheveled.

Twilight could almost feel his hoof falls through the floor as he walked, and she gently reached up and nudged Spike rousing him to start writing again. "His son, Fleidermaus Junior. Word from the palace is he's a potential recruit for Princess Luna's Night Guard."

She winced as the oversized young negasus turned to whisper in his father's ear, carelessly extending a wing that swept a whole tray of glasses to the floor in a tinkling crash. As he spun to apologize and assist the startled waiter his beefy hindquarters collided with a unicorn reporter and sent the hapless pony tumbling head over hooves into the Canterlot pegasus he was interviewing as his notebook and pencil went flying and landed in a bowl of bean dip and a passing mare's hairdo, respectively.

The scholarly mare gave a sidelong glance to her draconic stenographer. "He still needs a few rough edges filed off, though..."

Twilight's ears perked up as three more pegasi entered the room, the very picture of poise and discipline in their electric blue and yellow formal dress uniforms. At their lead was the unmistakable figure of Spitfire with her blazing orange mane and tail, and at her side the even more unmistakable figure of a cyan pegasus mare with all the colors of the rainbow in her mane.

Spike turned to his guardian with a smile. "Oh hey look, it's Dash!"

He was met by a joyous squeal and a burst of white light that left him seeing spots and starbursts. He shook his head to clear his vision, giving a mild huff as he watched Twilight reappear next to the newly arrived Wonderbolts.

***

The chromatic stunt flyer gave a start as her old friend popped into existence beside her. "Rainbow Dash!"

The pegasus mare recovered quickly, accepting the lavender unicorn's hug with a chuckle. "Hey Twilight! Great to see ya!"

The scholarly co-founder of Harmony Aeronautics pushed back to look excitedly in Dash's eyes. "Are you going to be flying in the Pegathalon?"

At this Spitfire leaned in with a smirk on her face. "Well, I told the princesses we're going to bring our best, so I brought our best."

The cyan pegasus gave Twilight a cocky grin. "Best hoof wrestler too, that's really how I beat the other 'Bolts out to get this slot in the race."

The scholarly unicorn disengaged and turned to extend a hoof to the blaze yellow pegasus mare at Dash's side. "Hello, Captain Spitfire. As I was saying to my assistant Spike, this is certainly turning out to be an unusual race."

A strained smile crossed the senior stunt flyer's face. "Yeah, you could call it that, Doctor Sparkle."

The third pegasus, a dusky purple stallion with a pale blue mane and a comet tailed star for a cutie mark snorted bitterly and rolled his eyes. "Yeah, thanks a heap fer nothin'."

A tense moment passed, and then Spitfire beckoned him to come forward. "I don't know if you've ever met Shootin' Star? He's been with the team for about four years now."

Twilight turned to him and extended her hoof, which hung awkwardly in the air and then drooped as he made no move to take it. He gave her a terse nod. "Ma'am."

With that he turned a cold shoulder and strode into the club. "I'll be in th' saloon if'n y'all need me."

Dash scowled after him, her wings tensing across her back. "That sleet head. If he keeps this up I swear I'm gonna body slam him through a table."

Spitfire ruffled her wings and gave Twilight an apologetic look. "I'm really sorry about that, Doctor Sparkle, some members of my squad aren't quite thrilled about what's going on with the Pegathalon."

The lavender mare raised an eyebrow and cocked her head inquisitively. "And what do you think about all this, Captain? You definitely didn't seem happy either at Moonrise Court last week."

The blaze yellow pegasus gave a thoughtful nod. "Well, I'll admit when I first heard about it I was ticked off. You'd think a professional stunt flyer wouldn't mind a new wind blowin' in, but the truth is we tend to like things to stay in their place so we don't crash into 'em unexpectedly. It takes us a while to adjust to a new routine."

She gave a wan smile to Dash. "You might not know this about me, but when I get ticked I tend to snap off like a super cell, and all it usually gets me is a face full of hailstones. I earned that public flank spanking that Princess Luna gave me for shootin' off my mouth at court, but it was really Soarin and Dash here who helped me get to the eye and see daylight."

At this the rainbow maned mare stepped forward, scanning the crowd. "Speaking of Soarin, where is the big lug? I've got a lot to talk to him about myself."

Twilight gave her an apologetic smile. "Sorry, Rainbow. He gave the opening ceremony a pass so he could get in some last minute training. He's been working like a plow horse ever since he signed on with us."

Both Dash and Spitfire's eyes went wide and their jaws dropped. The rainbow maned mare shook off her stunned expression first. "Wow, now I've heard everything. Soarin would never pass up on a party to train when I was working with him."

The blaze yellow pegasus nodded her agreement with a rueful sigh. "Yeah, he was pretty dedicated the first few years, but as time went on he'd skip out on drills at the drop of a donut."

The cyan stunt flyer gave her old friend an awestruck look. "Wow, he must be really serious about this."

Twilight nodded solemnly. "Indeed he is. I think you both can be proud of him."

Spitfire shared a genuine smile with the lavender mare. "Believe me, we are."

Rainbow casually examined the shine on the laquered horseshoe on one of her hooves. "So... Twilight... What's all this I hear about him finding a marefriend in Ponyville?" She gave her old friend a searching look. "Do I know her?"

A quizzical look settled on Twilight's face, and she cocked an eyebrow. "I thought Fluttershy wrote you every week, didn't she tell you?"

Dash gave a diffident shrug and rubbed the back of her rainbow maned head. "Well, mail service gets kind of dodgy when we're out on tour, so most stuff is routed to our main office, sorted, and forwarded with a monthly mail drop. Long story short I probably didn't get that letter yet. Plus you wouldn't believe how often the PR interns drop 'Shy's letters in with the fan mail by mistake. She really needs to stop putting little bunny ears on her o's."

A sly grin appeared on Twilight's features as she realized the opportunity she'd been given. She leaned forward and beckoned the cyan pegasus forward to whisper in her ear, half expecting PInkie Pie to drop from the ceiling on a bungee harness and shout "FOREVER", despite not having made a Pinkie promise about spilling this particular morsel of gossip.

Rainbow Dash launched twelve hooves into the air with her eyes flared in amazement. "NO WAY!"

She raised her hooves to her mouth as a giddy squeal escaped her throat. "OhmygoshOhmygoshOMYGOOOOSSHH!"

The hovering pegasus mare paused, looking around the room at the sudden silence that had fallen as all eyes turned to her. Her cyan face flushed red and she sank back down with a sheepish grin on her face. A few beats later the band and the general party chatter struck up again.

The rainbow maned stunt flyer pawed at the ground as a look of pure mischief settled on her face. "Oh those two are really gonna get it when I see 'em. Especially AJ."

Her face fell as she met Twilight's scowl. "Oh... hey, don't get me wrong, I'm really happy for 'em! I'm not gonna do anything to embarrass 'em... I mean, not too badly..."

The lavender mare's expression softened for a moment as she raised a hoof to pat her old friend on the shoulder. "Oh, not you, Rainbow." Her brow darkened as she looked past the cyan pegasus' shoulder. "Them..."

Spitfire and Dash turned to see the scrawny, severely dressed figures of Professor Destiny and Doctor Insanity enter with their heads haughtily raised and their green eyes narrowing as they caught sight of their rival.

Twilight brushed past the pegasi mares with a parting nod and approached the brothers, hiking her tail defiantly as she confronted them. "Hah! Appropriate for the pair of you to arrive last."

A sneer caused one side of Destiny's mustache to arch disdainfully. "Not that it's any of your business, my dear Miss Sparkle, but my brother and I were unavoidably detained."

A snow white pegasus in a splendid royal guard dress uniform stepped up beside them, with only the slightest curl of his lip betraying anything but cool decorum. "You mean arraigned, don't you?"

A puzzled look settled on Twilight's features. "Sir Paragon? I thought Sir Paladin was going to escort this pair of..."

Doctor Insanity interjected with a smug grin. "...geniuses." He shared a satisfied nod with his brother as the lavender mare rolled her eyes dissmissively.

The muscular pegasus stallion cleared his throat and ruffled his wings, then cast a glare at the sallow unicorns, who quailed a bit from his gaze as he replied to Twilight with a courteous bow. "Her royal highness Princess Celestia has appointed me to replace my colleague, who is... indisposed at the moment, and won't be flying in the Pegathalon."

His dark eyebrows lowered slightly as he muttered through his teeth. "Or doing much of anything until the body cast comes off, thanks to these... individuals."

The younger of the two brothers huffed and glared over his dark spectacles at him. "Look, we told you, just like we told her highness, it was all an unfortunate accident that could very well have been avoided if the miserable lout had simply kept his hooves off of our equipment."

Sir Paragon pursed his lips. "Yes, and it is a tribute to my everlasting lady's boundless forbearance that she graciously accepted that explanation and didn't have you both clapped in irons and tossed in the dungeon."

His brow darkened. "I wonder what poor Paladin would have to say about the whole business if his jaw wasn't bandaged shut."

The royal guard pony leaned toward them, a dangerous edge on his voice that caused them to lean away skittishly as he flared one of his steely blue eyes in their direction. "But make no mistake, I've got my EYE on you clowns."

Doctor Insanity gulped loudly and tugged at his collar as Professor Destiny drew himself up with a manic gleam in his eye and a crack in his voice. "All of Equestria has their eyes on us, sirrah. Our fantastic B.A.T. Nineteen is poised to make history! Mark... my... words?"

He trailed off as he noticed his voice was echoing in a hush that had fallen over the room, and that all eyes, including Sir Paragon's, had focused on the doorway behind him. He turned to find himself face to face with a dragon, gazing quizzically at him with a pair of slitted, amethyst purple eyes set in a slender face with amber scales that reflected the lights of the club like burnished gold. Destiny let out a whicker of alarm and leapt into his brother's fore hooves, forcing the bespectacled stallion to fall back on his haunches.

The reptilian creature spoke with a honeyed, feminine voice as it ruffled its folded wings, a flush of coral and pink appearing between the golden spines. "I do beg your pardon, sir, but if y'all would be so kind as to make way for a young lady, I would be ever so grateful."

Destiny and Insanity scrabbled back against the potted palm trees by the wall as the other ponies stepped aside to let the dragonette through. Two pegasi stallions in suit coats and ties followed closely in her wake, scanning the crowd with the mien of bodyguards, although the assembled ponies parted readily as she made her way into the club. Twilight looked her over as she passed, noting details with her keen observer's eye.

She was roughly three pony lengths from snout to tail, clearly young for a dragon, perhaps only a few years older than Spike. Her body was long and sinuous, and she moved gracefully, almost daintily, for a creature of her size. Her tapering neck and gently undulating tail were adorned with a princess' ransom in jeweled necklaces and gold chains, while a glittering fringe of earrings hung from the finlike projections trailing from the sides of her head.

Twilight wheeled and trotted back to her booth. She found Spike chewing absently on his pen with an agate in his clawed hand, his green eyes riveted on the female dragon's stately progress through the ponies around her with genteel nods and careful maneuvering of her wings and tail.

The lavender mare slid into the booth and began to hastily rifle through her fact file. She let out a tsk of mild frustration as she came to a newspaper clipping from the Cloudsdale Sentinel. "Now here's an competitor I have next to no information about. All I know is her name is Quillina, and that she paid her entry fee with gold coins dating five centuries ago."

Spike murmured the name softly to himself. "Quillina."

He spat out the shreds of his pen and turned to Twilight with a gleam in his emerald green eyes. "If you want, I could go talk to her. Find out more about her, y'know. Maybe she'd be willing to share her story with a fellow dragon."

The lavender scholar's brow furrowed and she tapped at her chin uneasily. "Well, I... guess that's a good idea."

The young drake snatched up a clawful of agates and slipped them into his pocket, then slid out of the booth. He paused to smooth back the spines on his head and straighten his tie, steeled himself, then strode out across the club toward the gleaming dragonette.

Twilight watched him go, wondering why she was feeling the same flip flop in her stomach as she did when he'd started unfurling his wings and leaping off of rooftops.

***

Pip gave a bow as he proffered a graceful unicorn mare a flower and lace festooned hoofkerchief. "Pardon me, luv, but you seem to have dropped this at my hooves as you passed."

A look of mild disappointment flickered across the attractive filly's face as she accepted it. "Ah, thank you, sir. I would have hated to have lost it."

The young stallion's grin widened with a gleam. "I can tell, since you've very prudently got your name and address embroidered on it Miss... Wisteria."

Apple Bloom edged closer to Pip's side, her amber eyes gleaming like coals. "I reckon that'd come in right handy if'n they found ya all worked over in a ditch someplace."

The unicorn cast the red headed mare a nervous look, then batted her eyes at her spotted companion as she floated the kerchief from his hoof and tucked it beneath the ruffled hem of her satin brocade saddle above her flowery vine cutie mark. "Best of luck in the race, Mr. Squeak. I'll be rooting for you." With that she turned and made her way into the crowd with a lingering backward glance.

Pip gave her a jaunty salute. "Such a nice young lady, and rather attractive, I daresay."

He flicked an ear at the sound of teeth grinding at his side and he gave Apple Bloom a sidelong glance. "Are you all right, luv? You seem rather on edge tonight. Bit of nerves about the race?"

She gave him a flat stare. "No, I'm just gettin' sick o' stoppin' every two or three steps t' pick up somethin' some... mare has dropped in front o' ya..." She gave an irritable flick of her beribboned tail as she muttered under her breath. "If'n it keeps up I'm gonna drop somethin', or somepony more like..."

The young stallion nodded thoughtfully. "Yes, it does seem that the ladies of Manehattan are a bit careless with their personal effects, but they do seem to show a similar practical streak to the lovely Miss Wisteria in labeling them."

He gave her a broad smile and wink, nodding toward the overflowing pockets of his tuxedo jacket. "Well, don't trouble yourself any further, my dear. We'll take everything to the lost and found afterward. I'm sure they'll make short work of reuniting the poor things with their wayward hoofkerchiefs, ribbons, and garters."

He cocked an eyebrow. "Although it eludes me how a mare could lose the latter and not realize it. Seemed to happen a lot when I was a steward on the Cumulous too, now that I think of it..."

Apple Bloom let out a weary sigh and brought a hoof to her forehead. A moment later her ears perked up as the band stopped the stately waltz they were playing and switched to a blaring fanfare.

Pip nudged her. "I say, sounds like the Ceremony is about to get under way. We should find some seats."

He cast about the room for a moment, then reared up with a broad grin and a wave as he spotted a table near to the stage. "Oh, there's a spot of luck! That lot there have a couple of empty chairs they seem willing to share with us, and they're right up front."

Apple Bloom's eyes narrowed dangerously as they focused on the bevy of mares who were beckoning her handsome companion with sloe eyed smiles on their faces. She let out a low growl as she fell into step beside him. "Up front is right..."

***

Once the audience had settled in and the lights had lowered, an aged pegasus mare clad in a simple black evening gown and a white lace shawl adorned with a colorful panoply of medals and insignia stepped onto the stage to the thunderous sound of hooves on hardwood. Her pink coat had faded, and her once blue mane had mostly gone white, but her eyes were bright and clear and her steps surefooted and strong. She held her head high as she surveyed the crowd of ponies and other creatures and raised a hoof for silence, giving a wry nod to a bit of exuberant whooping coming from the Wonderbolts' table after the main applause had died down.

Once its rainbow maned source had settled back into her seat with another faint blush on her cyan cheeks, the elderly pegasus stepped forward to the microphone and cleared her throat. "Mares and Gentlecolts, it is my considerable privilege to welcome you all to this celebration of an athletic competition with a long and storied history. Tomorrow, when the flag goes up, it will fall to this year's brave competitors to write the next chapter. You will face the dangers of the airways, the elements, and your own limitations, in hopes of conquering them and earning yourself a place next to the legends of the past."

A smile spread across her weathered features as a twinkle appeared in her eye. "But for tonight, let us all enjoy the calm before the storm, and the camaraderie of those who will strive to rise above the humdrum of the herd and grasp greatness in your hooves. Tonight, may you eat, drink, and be merry, for tomorrow you fly!"

She raised her hoof again to still the surge of clattering applause. "And now, in the spirit of the evening, we present for your entertainment 'The Dance of the Winds'." The elder mare gave a courtly bow and proceeded off stage to more heartfelt stomping of hooves and cheers as dark clad stagehoofs cleared away the microphone stand.

A hush fell over the crowd as the curtains parted to a sparely decorated stage, and a lone spotlight fell on a svelte young pegasus mare who stood with her head bowed, her short magenta mane woven with a corona of white feathers. Her wings and tail were festooned with long, opalescent streamers, and her lean, pale orange body was dusted with glitter, with the thickest concentration of sparkling dust nearly obscuring her butterfly cutie mark.

She rose with the music, lightly launching skyward as the woodwinds trilled triumphantly, the gleaming ribbons trailing in her wake as she executed a breathtaking series of loops, twirls, and spins.

***

Soarin stood on the edge of the balloon hangar's roof, ears perked as he gauged the wind blowing across Manehattan harbor. A thin coating of perspiration was already slicking down his sky blue coat after an extended bout of calisthenics, and he shivered a bit as the breeze blew cool beneath his company's patroness' rising moon.

With a nod, he lowered his goggles into place and leapt, launching skyward with a beat of his wings.

***

The dancer was the ponification of grace, the sheer joy of a pegasus' defiance of gravity radiating from her tawny body as she capered and pirouetted in the glare of the spotlights, moving with the rise and fall of the music as the trailing ribbons eddied and drifted in counterpoint to her movements, enveloping her like a cyclone one moment and breaking open like a cocoon releasing a glittering butterfly the next as she drew them rustling behind her like the tail of a comet.

All eyes in the audience were riveted on her dance, their hearts leaping as she leapt, and easing as she drifted to the stage like a dandelion seed.

***

Soarin's face set in a grimace of effort as he sailed high over the darkened waves of the harbor, pouring on the speed with powerful thrusts as he tucked his forelegs tightly to his chest. He banked and wove between random tufts of cloud that were drifting in from the ocean, straining his whole body to maneuver while flying faster and faster through the whistling torrent of a headwind.

The sky blue pegasus' eyes narrowed as a grim smile curled the sides of his mouth. With a grunt, he pushed himself onward, pumping his wings against the thickening atmosphere as the clouds around him darkened, trading sporadic salvos of lightning in his wake as he shot past, scarcely hearing the sullen rumbling of thunder behind him as he picked up speed.

His ears laid back as he felt the headwind start to coalesce into a cone of hardening air, and he extended his fore hooves in front of him, forming his body into a lance. He winced as a crack split the right lens of his goggles. He flicked them away into the screaming vortex around him as he pushed himself onward, attempting to break through the incredible pressure building in front of him through sheer force of will.

He bellowed his defiance at the top of his lungs as the mach cone strained against his face and hooves, tears streaming from his eyes as the wind whipped and stung them, almost forcing them shut. A roar like the birth of the world exploded around him, and all was tumult and confusion as he found himself pitching and tumbling head over hooves with no sense of up or down.

***

The rapt crowd of ponies and non ponies alike gasped as the dancer's maneuvers became more daring and bold to the increasing tempo of the music, the poetry of her movements now backed with power as she painted the air with her glittering trail of ribbons. Eyes widened, wings flared, and breath was held at each flourish of her glittering flight path.

***

A black storm cloud loomed ahead of Soarin as he tucked his legs, wings, and head into a tight ball, his instincts forcing him into a crash position as he sailed toward the ominously swirling mass of atmospheric fury. Feeling its surface at the last moment, he thrust his legs out, pushing against the dark, inky vapors and rebounding as a crackling burst of lightning lit up the turbulent air. Raggedly gasping at the effort, he unfurled his wings, straining every muscle to reorient and right himself as he plummeted.

Finally, after a seeming eternity of falling, he leveled out, his hooves dashing against the surging waves as a stinging rain fell, telling him unequivocally that up was up and down was down once more. With a few more pumps of his aching wings, he cleared the rain zone of the thundercloud and sailed into cool night air, where he skidded to a stop, panting for breath.

A grin split Soarin's face as the towering black cloud rumbled admonishment for his audacity. His ragged breathing evened out, as a chuckle grew to a laugh. He threw the thunderhead a salute, wheeled in a long, lazy arc, and made for home.

***

The graceful dancer touched down, panting slightly as the ribbons on her wings made a corona on the stage around her. She bowed deeply, as the club exploded with cheers and applause.

***

Apple Bloom sat with her chin on her hoof and a grim frown on her face as Pip affably chatted up the other mares at the table, who peppered him with flirtatious questions and cooed over his looks and charm. A tiny black cloud hung over the young mare's head as she stared across the dance floor, despite the upbeat jazz piano solo provided by Spike while the band took a break.

The young dragon sat at the keyboard expertly tickling the ivories with his jeweled tie loosened and a large, fruity umbrella drink at claw, with the sinuous, golden figure of the dragoness Quillina looming at his side, her neck arched intently as she watched him play.

The red headed earth pony was shaken from her gloomy reverie by a chipper voice at her side. "Apple Bloom! Hey! A.B.!"

Her head whipped around to see the flushed, beaming face of Scootaloo. Her mane was darkened with wet and slicked back with traces of glitter still clinging to her locks, and she wore a light party dress of slightly clinging gold and pink fabric. She ruffled her still damp wings and reared up as Apple Bloom leaped up to hug her. "Scootaloo! That was amazing!"

The orange pegasus mare blushed. "Thanks! I'm totally psyched that you were here to see it."

Apple Bloom gave a chuckle as they disengaged. "Well, ya coulda knocked me over with just one feather when I saw ya up there on th' stage."

A nostalgic smile spread across her face. "Between you n' Sweetie the Cutie Mark Crusaders have sure come a long way since that first school talent show, huh?"

Scootaloo grinned back, giving the red headed earth pony a chuck on the shoulder. "Speaking of coming a long way, all the stuff I've been hearing about this flying harness thing you've been working on is amazing! What I wouldn't have given for one of those things when I was a filly."

The young engineer rolled her eyes with a wry grin. "I dunno 'bout that. I think Ponyville had enough t' look out fer when y'all were tearin' around on yer scooter."

A fond expression crossed her pale yellow features. "And anyhow, I think ya done a lot better buildin' up yer own wings, when all's said n' done."

The magenta maned pegasus gave a slight wince as she worked the joint on her left wing. "Yeah, I guess so. I'm still gonna feel tonight's routine in the morning, in spite of Zecora and Madame Pas De Cheval's best efforts."

Both mare's turned as Pip's voice sounded beside them. "And speaking of best efforts, Miss Scootaloo that was a smashing performance. My eyes were positively riveted on you the entire time."

With that, he took the svelte pegasus' hoof in his own and gallantly kissed it. The young dancer let out a gasp as her wings snapped up, batting across Apple Bloom's snout and causing her to flinch back with a clipped cry.

A flush of pink appeared beneath the scattering of glitter on Scootaloo's orange cheeks. "Sweet breeze across the knees, is that you Pip!?"

The young stallion favored her with a gleaming smile as he drew himself up with a nod. "It is indeed me, my dear." He gave her a wink. "At least that's what they say in the newspapers."

A lopsided grin spread across the pegasus mare's face as she batted her eyes at him. "So I've seen, but the photos just don't do you justice. RrOWrrr."

Apple Bloom rubbed the tip of her muzzle with a hoof and let out a growl, and rounded on her old friend with her amber eyes flashing. "Yeah, just so y'know, me n' Pip are goin'..."

She was cut off as the band, freshly returned from their break, struck up with a flourish of brass and driving tom toms. Scootaloo's ears perked up, and she gave a little bounce on her hooves as she stepped closer to the young stallion. "Hey, you wanna dance, handsome?"

Pip gave her a bow and proffered a hoof. "I'd be delighted."

A look of outrage washed across Apple Bloom's face as she planted her hooves and hiked her tail. "Now wait just a darn minute!"

Scootaloo gave a breezy toss of her mane as she allowed Pip to lead her out onto the dance floor. "We'll catch up after this song, A.B. Just sit tight."

The red headed earth pony stood with her face aghast, her eyes smoldering, as the spotted stallion and the tawny pegasus bounded onto the shiny expanse with other couples and began to circle one another in a lively pasodoble, trading lead effortlessly as the band filled the air with energy and rhythm.

The tiny dark cloud reappeared over Apple Blooms head, thickening and blackening into a plume from an unseen smoke stack as green flames flared in the young mare's pupils. She stomped out onto the dance floor and made a bee line for Pip and Scootaloo, giving the tawny dancer a rough shove that threw her momentarily off balance.

She rounded on Apple Bloom with a look of angry incredulity on her face. "Hey! What's your problem?"

The earth pony mare jabbed a hoof at Pip. "Yer dancin' with my beau, ya painted hussy, that's my problem!"

Scootaloo jerked her head toward the spotted stallion. "He doesn't seem to have a problem with it."

Pip lashed his tail nervously as he raised a conciliatory hoof. "Er... Ladies, there's no need to..."

Apple Bloom cut him off with a snarl and got in the pegasus mare's face. "He's mine! Keep yer grubby trotters off."

Pip chimed in with a fairly nonplussed note to his voice. "I say, Apple Bloom, I don't think..."

Scootaloo ground her hooves as she met the earth pony's amber eyed glare. "If he's yours, how come you weren't dancing with him?" Her lip curled in a sneer. "Oh yeah, now I remember, you dance like Karate Colt after he's taken a few too many kicks to the head."

Apple Bloom leapt at the furious dancer with a shriek of anger. "I'll give YOU a kick t' the head."

The two young mares rolled into a boiling cloud of kicking, biting, and hair pulling as the revelers around them came to a stop and stared with shock and dismay. Pip lunged forward to try to separate them but was sent stumbling back clutching at his eye. He landed on his back with his hooves curled to his chest, staring up at the disbelieving face of Twilight Sparkle as she shouldered her way out of the crowd.

She looked at him with wide, incredulous eyes. "What the everlovin' hay is going on, Pip?"

He looked up at her with a helpless shrug, his eye already beginning to darken and swell. "T-terribly sorry about all this bother, ma'am."

The lavender unicorn's brow furrowed angrily as her horn flared to life. "Well it stops RIGHT now."

In a quick succession of magical bursts, Twilight, Pip, and the two brawling mares had vanished from the dance floor, leaving the crowd blinking in stunned confusion at the empty space.

***

A short time later Twilight lashed her tail as she glared at a sniffling, despondent Apple Bloom. "It's an understatement to say that I am shocked, angered, and extremely disappointed in your actions tonight, young lady." She fixed the red headed earth pony with a cool, analytical glare. "But most of all I'm deeply confused. What possible rationale could you have for starting a hoof fight with one of your oldest friends on a crowded dance floor?"

The young mare sat huddled on the end of a deck chair on one of Madison Mare Garden's terraces, shivering slightly in the cool night breeze in the tatters of her party dress, sniffling from tears as well as the small cone of paper napkin that was wedged in one of her nostrils to stop the bleeding. She let out a shuddering sob. "I'm... I'm s-sorry, Twilght."

The lavender unicorn's voice rose sharply. "I KNOW you're sorry, Apple Bloom. Now say something else, expand on that premise."

She stomped her hoof on the concrete patio. "You've caused me, Harmony Aeronautics, and I'm sure, when they hear about this, your family considerable embarrassment because of tonight's little riot. If I didn't respect your intellect, your expertise, and your handiwork, I'd fire you on the spot. Now stop prevaricating and explain yourself."

Apple Bloom's face contorted in misery, and she seemed on the verge of breaking down when a soft, sandy voice sounded beside them, causing both mares to look over to meet the grave maroon gaze of Rainbow Dash. "Ease off on the filly a little, Twilight. She wasn't thinking with her head, so you'd probably have a tough time understanding even if she could explain."

She turned and gave a nod to Scootaloo, who stood at her side with a hangdog expression on her bruised face, her dress as tattered as Apple Bloom's and her wings, mane, and tail disheveled. "Why don't you say what you gotta say, squirt, while your friend gets herself together a little."

The tawny young pegasus' eyes welled with tears as she stepped forward. "I'm so sorry, Apple Bloom. I didn't know Pip was your steady coltfriend, and I didn't mean for it to look like I was putting the moves on him. I just thought a dance with a cute colt would be fun. That's all. That's all. "

Her face began to cloud up as she met Apple Bloom's tearful gaze. "I'd never hurt you like that, you're... you're my best friend. I... I owe you so much... I wouldn't even be here if you didn't get Zecora to help me with my s-stupid stubby wings... I... I'd never try to take away something... or especially somepony you cared about. I'd never break your heart after... after you helped f-fix me."

She dragged a hoof across her eyes with a hiccuping shudder and looked away as Dash patted her gently on her shoulder. "Good job, Scoots."

She fixed Apple Bloom with a glare. "I know how you Apples can get when you stake out your territory, but maybe you oughta think about who you're leaving out in the cold when you throw up that fence?" She gave a nod toward Pip, who sat by the terrace's railing with a bag of ice over his eye. "Or who you're penning in. Check before you wreck, huh kid?"

A pensive silence fell over the four mares, punctuated by sniffles and soft whimpers from the younger pair. Twilight opened her mouth to speak, her eyebrow cocked in confusion, but fell silent at a brush of a cyan wing across her side and a shake of the head from Dash.

Apple Bloom surged to her feet with a wail, dragging Scootaloo into a tearful embrace. "I'm s-s-sorry, Scootaloo. Please forgive me for bein' such a terrible, jealous, low down ornery varmint n' treatin' ya like a timberwolf t' be run off."

As the two younger mares wept into one another's shoulders, Dash gave a nod of satisfaction and patted Twilight on the shoulder as she passed. "Okay, that's good. Keep an eye on these two while I go talk to Mister Perfect over here, okay?"

The lavender scholar blinked at her in consternation, and then huffed and bunched up her shoulders with a sigh. "Fine. I guess I'm just not cut out for employee relations..."

The rainbow maned pegasus walked across the terrace to where Pip sat, watching the little conclave of mares with a furrowed brow as he held the bag of ice over his eye socket. He got to his feet as Dash approached, setting it aside to reveal the swelling purple bruise disfiguring his handsome face. He gave her a short bow. "Lieutenant Dash..."

She reared up and cuffed him across the ear with a fore hoof. "What in Hurricane's hailstones is wrong with you?"

He stumbled back, sitting down hard on a deck chair and setting a nearby umbrella table rocking back and forth. An indignant look furrowed his brow as he reached up to shield his face. "I say, steady on there!"

The cyan pegasus got in his face. "Shut your twinkle hole and listen good." She jabbed a hoof at Apple Bloom and Scootaloo. "That filly is so stupid crazy about you that she's ready to go casco a casco with one of her best friends just for dancing with you. I ain't sayin' that's right of her, but you sure as sleet weren't helping just letting her sit and stew all night while you flew loops with whatever swishing tail drifted up on your wing."

Pip drew himself up with a mix of confusion and indignation on his youthful face. "I beg your pardon?"

Dash let out an exasperated huff. "Every time I saw you two at the party you were flashing those chompers of yours at a different mare and kissing her hoof while poor Apple Bloom stood there watching with a storm cloud gettin' blacker and meaner over her head." She rolled her eyes before fixing him with her gaze. "Tell me you're not so numb in the noggin that you didn't notice."

The young stallion pawed at the edge of his seat with a defensive note sounding in his voice. "W-well I did notice she seemed out... out of sorts, but I put it down to pre-race jitters." He jutted out his chin. "But what would you have me do, ma'am? Ignore the others? Turn a cold shoulder to a friendly greeting? A gentlecolt extends his courtesy to all ladies equally!"

The rainbow maned stunt flyer rubbed the tip of her hoof on her temple as she lashed her tail. "Yeah, great, awesome, but when you decide that somepony's extra special to you, you can't just treat 'em like everypony else. They gotta take priority, or what's the gosh darned point?"

The spotted stallion blinked at her as a blank look spread across his bruised, coltish face. His brow furrowed pensively as a frown tightened his lips. "Oh dear..."

After a moment he met her eyes with a grave expression on his face. "I see that I need to set things right. Thank you, Lieutenant Dash."

She gave him a terse nod. "Yeah. That'd be a good idea, sport. Glad you saw the light."

Pip rose to his hooves and walked across the terrace to where Apple Bloom and Scootaloo sat, still hugging while they sniffled and hiccuped fitfully on one another's shoulders. He had to clear his throat a few times before they disengaged, with the orange pegasus stepping off to stand beside Twilight and Dash as the young stallion took the tearful young engineer's trembling hoof in his own.

He met her puffy eyed gaze with his own mismatched eyes and gave a formal nod. "Miss Apple, I regret to say I've done you a great wrong in not considering or properly reciprocating your affections. It is a point of honor for me to never mistreat or ignore a lady's feelings, and in that I have failed. For that lapse in character, I humbly apologize."

Apple Bloom smoothed back a lock of her frayed red hair. "Oh... well... I reckon I forgive ya, Pip."

He gave her a bow. "You have my thanks, dear lady. The shame of my dishonor will rest lighter on my shoulders."

A smile started to blossom on the young mare's face. "Aw shucks, you don't gotta..."

She trailed off as he cleared his throat. "Please, Miss Apple, this is difficult for me, and I must beg you to let me finish. Since I have proven unworthy of your affections, I feel it is my duty, and in our mutual best interest, to terminate our romantic relationship, and only continue on a professional basis as fellow employees of Harmony Aeronautics. I am quite sure a mare of such excellent qualities and plentiful charms as yourself will find somepony both well suited and worthy of your heart. You have my warmest wishes for such a happy occurrence, and I shall always look back fondly on our brief time together as more than friends."

A stunned look descended on all of the mares' faces as he drew himself up in a rigid posture. "Now if you all will excuse me, I ought to head back to the hotel and get to bed. Quite the big day tomorrow, I daresay." He gave them each a deep, formal bow. "I'll see you bright and early at HQ, Doctor Sparkle, Miss Apple. Lieutenant Dash, good luck in the race and clear skies. Miss Scootaloo, it was a pleasure. Good night."

With that he turned and strode purposefully to the door with his head held high and his tail hiked, pausing to let out a sigh with the tiniest slouch, and then stepping through and disappearing.

Twilight, Dash, and Scootaloo where startled out of a slack jawed stare after the young stallion by a heart wrenching wail from Apple Bloom. The young pegasus zipped across to catch her fillyhood friend in a tight embrace as the red headed earth pony slouched forward with fountains of tears spilling down her anguished face. She rocked her fellow Crusader and cooed apologies and words of comfort in her ear as best she could.

The lavender unicorn let out a long, shuddering sigh and rubbed her throbbing temple with a hoof tip as Dash pawed at the ground with a nervous chuckle. "Eh heh... Not... Not quite how I thought it would play out... Sorry..."

She fell uncomfortably silent as Apple Bloom blubbered a torrent of tears and snot onto Scootaloo's faintly glitter dusted wings.

Part 25 - And They're Off !

A jangling of brass bells shattered the silence in the darkened stateroom, prompting a low moan and a half mumbled protest from its occupant. "Mmmnnhh. Opal put down that xylophone, mommy still has the frogs to let out..."

The bells rang again, seemingly more insistently, drawing forth another moan, then a rustling of silk bed sheets as Rarity lurched half upright and shoved her sleep mask up off of one eye with a hoof. Her horn glimmered with a corona of blueish white magic, floating the gilded alarm clock off of the shelf to squint at the time. She let out a low growl as the bells jangled again.

With a huff of irritation she flopped out of bed, her violet mane tightly bound in curlers and a scowl on her face, and slumped across the room to the ornate phone set. Her magic flickered as she yanked the gold plated cone off of its receiver arm, wincing as it bounced off of her forehead and swung loose on its cord.

She centered herself with a sigh and tried again, carefully settling it on the tip of her horn. "This is Rarity... Do you know what time it is?"

Her frown deepened as the inside of the cone flickered and pulsed with a purple glow. "What? Slow down Twilight, you're giving me a horn ache."

Rarity shoved the other side of her sleep mask up, her sapphire eyes widening as she listened. "What? What? They what? She what? HE WHAT?"

She let out a ragged breath as she slid her hoof down her cheek and let it flop onto the floor. "Well how is she... a whole bottle?"

Her eyes widened further. "FIVE gallons?"

She grimaced in disgust. "Yes, of course we'll hoof the cleaning bill. And then we shall never speak of it again... ever..."

Rarity's shoulders sagged as she rubbed her temple with a hoof. "No, I'm sure Scootaloo is doing her best. We'll have to think of some way to thank her for her help. For tonight, see that they put anything she wants from room service on our tab."

She let out a strained chuckle. "Well no, I daresay she won't want any more ice cream."

The alabaster mare shut her eyes, an edge of dread creeping into her voice. "So what about the rest of them?"

Her brow furrowed and her ears sagged as she listened. "A black eye? Well is it on the side with the spot or..."

She let out an exasperated breath. "Great... No covering THAT up with makeup. So much for the public face of Harmony Aeronautics."

A look of puzzlement settled on her face. "So what if he came back to the hotel smelling like ozone? I don't imagine that's an unusual thing for a pegasus to..."

Her sapphire eyes widened. "Well was he actually struck by lightning or..."

She slumped to a seated position on the thickly carpeted floor. "Thank Luna and Celestia. But you tell him if he ever tries anything like that again I will be ever so cross with him. Well, yes, I'm sure Applejack would be upset with him too, but what does that have to..."

She let out an exasperated breath and rolled her eyes. "Whatever he means, I don't care. As long as he remembers that he's supposed to be keeping them both safe out on the race course."

Her pale face contorted in a scowl as she muttered under her breath. "Somepony's got to behave like a responsible adult down there while I'm stuck up here on..."

She trailed off, a look of sick realization dawning on her face as her eyes flicked rapidly back and forth. "No... NO darling, I didn't mean to imply..."

Rarity let out a long, shuddering breath as she flopped back onto the carpet with her hooves covering her eyes. "Please, Twilight, please don't cry. Darling... Darling, don't..."

She propped herself up on her elbows, a weary look of resignation on her face as the pale blue flickering on her forehead matched her gentle, cooing tones. "Listen to me, Twilight. Listen. You're not to blame. You're NOT. Sometimes things happen that are just beyond our control. That's business. That's life. It's not your fault."

The alabaster unicorn let out a rueful sigh. "If anything it's probably my fault for nudging the two of them toward one another. Romance between coworkers can be fraught with... complications. I should have known better. I'm just sorry it turned out this complicated."

She shook her head, careful to not dislodge the cone on her horn. "Well it will be what it will be. We'll just have to deal with it the best we can manage. As the old fashionistas say you hit the runway with the ensembles you have."

Rarity pursed her lips and furrowed her brow as the faint purple light flickered across it. Her voice took on a gentle, soothing tone. "No. My suggestion to you, my brilliant, level headed, ever so wonderful partner, is to call room service, have them send up some herbal tea with honey, and then drink it while you have a soak in a nice hot bath, then go to bed. No point in staying up all night worrying."

She gave another shake of her head. "No. No... It will be all right. You'll see. Tomorrow's a new day. Tomorrow's a big day. Lets meet it with horns aloft, all right?"

The cone rocked gently back and forth on the tip of her horn as she shifted to nodding. "Yes. Good. That's right. I'll speak to you first thing in the morning when we're all bright eyed and brushed and ready to go. All right. Kiss kiss, darling. Don't worry! It'll all sort itself out, you'll see. Yes. Good night."

The pale unicorn sent the gilded cone flying off of her horn with a surge of magic and flopped back onto the carpet with her legs splayed like she was trying to make a snow princess in the deep shag of the carpet. She stared at the dimly visible ceiling above her with haunted, sapphire blue eyes, then intoned a stream of invectives the likes of which any proper lady would never admit to keeping in store for just such an occasion.

***

Bright, insistent sunlight flooded the balloon hangar as Spike threw a winged shoulder into shoving open the huge, rumbling doors, revealing the haze shrouded buildings of Manehattan beneath the clear morning sky.

Three of the four ponies gathered in the building's cavernous interior screwed their eyes half shut, wincing and blinking and looking more than a bit wan and strung out. Only Soarin seemed to vibrate with flighty, nervous energy as he carefully stretched his wings in the standard sky cavalry warmup routine, counting softly to himself in a steady cadence. Pip stood passively with a glumly pensive look on his coltish face, as Apple Bloom checked over the Luna Moth with a socket wrench clamped in her teeth.

The young mare looked like Tartarus warmed over, with sunken cheeks and dark bags under her smoldering amber eyes. Her mane and tail were bound in tight braids, with frayed strands sticking out all along their length like crackling red static. Her demeanor was all the more grim for the black, skull patterned bandanna she wore in place of her usual cheery pink one.

Apple Bloom shoved the wrench back into her tool belt and grabbed one of the straps around his hind legs in her teeth, giving it a savage tug that caused Pip to let out a slightly higher pitched than normal exclamation of surprise. He softly cleared his throat and spoke up in a level tone of voice. "Do be a bit gentler, if you please, Miss Apple."

She let out a snarl as she tugged the strap again. "Gotta make sure everythin's tight. Don't want nothin'... comin'... loose."

His ears drooped as he replied. "I assure you, it's tight enough. Thank you. I'll be fine."

The young mare jabbed a hoof at his cutie mark as she replied in a wavering growl. "YOU are a stupid hunk o' horse meat that I'm sorry t' say is integral t' th' function of my flight harness, and I won't have it gettin' busted up 'cos yer sorry carcass dropped out of it like a goldurned sack o' fertilizer. Now shut yer trap or so help me Luna I will add a strap for yer consarned blabberin' mouth."

The spotted stallion gave a slightly indignant snort through his nostrils then drew himself up, staring straight ahead with his mouth a thin, hard line with a stiff upper lip.

Twilight ran a hoof through her own frazzled mane as she crushed a freshly drained cup from Donut Joe's coffee shop in her telekinesis and pitched it into the garbage can with a clang. She rounded on her employees with a twitch in her right eye. "Apple Doom..." She blinked and shook her head fitfully. "I mean... Apple Bloom, is the flight harness ready for launch?"

The young handymare craned her neck to grab the strap and give it one more tug, relenting as Pip shied away with a reproachful glare furrowing his brow over his swollen eye. She spat on the floor with a scowl and gave a terse nod to the lavender unicorn. "Yeah, can't speak fer its contents but th' harness is good t' go."

The scholarly mare flicked her horn toward the waiting balloon. "Good. Now get aboard the Friend Ship and get to work on preflight..." She met her chief engineer's gaze with a pleading look on her face. "Please?"

Apple Bloom gave another sullen nod and called out to the adolescent dragon stretching his wings in the warm sunlight of the doorway. "Yo Spike! C'mon n' help me get the burner stoked up."

With that, she turned with a final simmering glare at Pip and climbed into the balloon's gondola.

Twilight stopped him as he passed. "Spike, did you send our report from last night's..." She let out a sigh. "... festivities up to Rarity?"

The young drake nodded. "Yeah, first thing, green light special delivery."

She cocked an eyebrow with a curious tilt of her head. "So... with everything going on last night, I never got to hear what you found out about this dragoness."

A smile spread across Spike's face. "Quilly? I mean, Quillina? Yeah, she's really sweet. I think she and Rarity would really like each other."

Twilight pawed at the ground, summoning what shreds of patience she could with effort. "Okay, noted. But what's her story? Why's she in the race?"

The purple dragon smoothed back his crest, his emerald green eyes sparkling as he thought back on the prior night's conversation. "She's Quarrag the Delve Ender's great, great, granddaughter and she just inherited her grandpa's hoard. When he realized that his pilot light was goin' out, he pulled her egg out of his creche vault and had it dweomerhatched, just like me."

A grin crossed his face before he continued in a more businesslike fashion. "She's spent most of her life cooped up in his cave complex, and now that she's ruler of the roost she wants to get out and see some of the sights. So she locked up the family fortune and hired some pegasi to be her escorts. I forget their names at the moment but I wrote 'em down."

He gave his guardian a shy smile. "Y'know, I think you'd like her too, Twilight. She loves to read, and she's crazy smart. She told me that her grandpa's library was one of her favorite caves to spend time in growing up, and it had a ton of books plundered from the royal library in Everfree. That's how she taught herself pony language and etiquette, and how she found out about the Pegathalon."

His grin widened. "She really wants to meet the princesses someday. You should have seen the look in her eyes when I told her I could maybe make that happen. I think she kinda likes m..."

Both dragon and unicorn flinched at Apple Bloom's harsh edged voice sounding from inside the Friend Ship's gondola. "SPIKE! Burner ain't gonna light by itself. Shake yer tail!"

Twilight gave her number one assistant a fond smile and patted him on the knee. "Good job, Spike. You can tell me more once we're on the way. Plenty of time to talk while we travel. Go help Apple Bloom."

The adolescent dragon gave her a nod and snapped off a salute, then crossed over to the gondola and climbed in, causing the whole craft to bob up and down slightly from his added weight.

Twilight crossed over to where Pip and Soarin stood, looking them over with a searching gaze. "So, you colts ready to make some history today?" She found herself wishing she didn't sound so uncertain.

The sky blue pegasus gave her a lopsided grin. "A wise pony, and I don't know who it was, said 'You can't make history, all you can do is be there when it happens.'" He flexed his wings and gave a nod toward his youthful team mate. "I plan on making sure that me and Pip get there."

The spotted stallion gravely met her gaze. "I won't disappoint you, Doctor Sparkle." A beat later he gave her a smile that didn't quite seem to reach his eyes, his teeth a dull greyish white in the cool daylight filling the hangar.

She extended a hoof, which Pip haltingly accepted. "I know you won't. Just do your best."

He drew himself up and gave her a solemn salute as she turned to Soarin and took his hoof. "It's an honor to have you flying with us, Lieutenant. Be careful out there, okay?"

The veteran flyer nodded, shifting his withers to settle the pack on his back. "You got it, chief. There are too many ponies back home in Ponyville who'd wanna buck my rump if I did otherwise."

She smiled back with a bob of her horn. "Okay. Lets get going. Flag us if you need anything last minute at the starting line, otherwise we'll meet you at the first rendezvous point."

Soarin pulled his goggles down with a final nod. "Gotcha. Clear skies, Doc."

He gave Pip a nudge as she trotted away. "You okay, kid?"

The spotted stallion tightened the strap on his flight helmet and gingerly settled his goggles over his bruised eye. "Yes, quite."

The pegasus gave the young earth pony a searching look, then reached back and tugged one of the secondaries from his right wing, and proffered it to him in his teeth. "Here, hold on to this for me, will ya?"

Pip peered at it quizzically. "What is this for?"

Soarin ruffled his plumage with a grin. "For luck. It's an old pegasi thing. It says I know you've got my wing."

The young stallion's eyes glistened with a hint of moisture as he accepted the token and reverently tucked it in the lapel of his jacket. He met the older pegasus' smiling gaze with an awkward clearing of his throat. "Er... I'm... I'm honored, sir. I... I don't..." He let out a sigh with a faint tremor in his voice as he looked back at the folded wings on his harness. "I'd gladly recip... reciprocate but... er..."

Soarin let out a laugh and gave Pip a playful shove with a fore hoof. "Don't worry about it, kid. Don't want to damage company property."

He subsided to a chuckle as he reached back and plucked a second feather from his other wing. "Here, I'll lend you one of mine."

The older stallion gave the young earth pony a wink as he tucked the sky blue feather into his own lapel. "There, now we're both even."

Before Pip could reply, Twilight's voice called out to them from the Friend Ship. They turned to see her with her fore hooves hooked over the rail, a bakelite cone flickering a pale blue on her forehead. "Hey guys, I've got Rarity on the horn! She wishes you the best of luck, and wants you to know that almost everypony she's talked to on the Ambrosia is rooting for you!"

A grin passed over her tired features. "Oh, and she says these are for you too. Mwah!" With that, she brought her hooves to her lips and blew them kisses.

Twilight gave a nod, the glow around her horn shifting back to purple beneath the cone as she spoke. She jabbed a hoof skyward. "All right. Off we go!"

***

An eager crowd of high class ponies gathered at the western railing of the Ambrosia's forward observation deck, chattering among themselves with barely contained excitement as they looked out the large, faceted glass windows upon the sweeping vista of Manehattan in the morning. Celestia's sun washed across the skyscrapers outside and made the bricks gleam golden in the vanishing haze as it cast long shadows from the legs and trailing tails of the spectators across the tiled ballroom floor.

Rarity stood anxiously among them, biting back a bit of vertigo along with the butterflies in her stomach. The alabaster mare was immaculately groomed and turned out, resplendent in a dress of her own design made for this very occasion, complete with a hat of midnight blue with a white crescent curving along its wide brim in tribute to Princess Luna's cutie mark.

Beneath the shadow of the huge airship, the stands of Madison Mare Gardens were packed with spectators. A broad terrace on the upper tiers of the stadium held the VIP boxes, which flanked a large area where the Pegathalon racers now gathered in colorful panoply, awaiting the starting signal. A motley range of balloons, light dirigibles, and pegasus drawn wagons comprising the support craft for the assorted teams hovered over the field, ready to set out after their charges when the race was begun.

An ornate pair of opera glasses levitated out of Rarity's hoofbag in a pale cloud of blue magic and floated before her eyes as she scanned the scene, easily spotting the pink and purple bulb shape of the Friend Ship, and picking out the purple wings of the Luna Moth with a bit more difficulty. Her gaze was drawn to the royal box as the flight harness' namesake and her resplendently gleaming elder sister touched down with their honor guard, waving benevolently to the cheers of their subjects.

From across the room, Prince Blueblood watched her with a guarded look on his slightly puffy face, half of a mimosa in a tall, tapered flute hovering in his magic. He let out a sigh, and then cast a bitter glance at the foremost tip of the airship gondola's prow, where a special private chamber beyond the leading end of the observation deck lay. Beyond the ornate glass and brass doors, he could see the dark silhouette of his wife, peering down at the proceedings through a railing mounted binocular viewer as the sunlight glittered coldly on her namesake tiara.

***

The racers stood ready, jostling with wings and adjusting straps on saddlebags and backpacks, having exchanged the finery of last night's revel for flight suits, jackets, helmets, and goggles.

The pegasi teams generally wore their native cities' colors: Air Hammer and Ice Tongs in Cloudsdale's sky blue and greyish white with a broad rainbow stripe, the Zenith Sporting Society in metallic gold and purple with their deep blue crest prominently displayed, the Los Pegasus team in a sunset red accented with a groovy mix of tie dyed patterns, and the Wonderbolts in their distinctive yellow and electric blue, with the lesser ranked teams adopting a wide range of distinctive heraldry from across the spectrum. The winged ponies' spared little energy for trash talk and psyching one another out, as their attention was directed warily at the non-pony competitors, who presented a much more eclectic mix of flight gear.

Quillina the dragoness had set aside her jeweled finery and cut a sleek, gleaming figure in just her golden scales, while her pegasi escort were decked out in pink flight suits adorned with her dynastic rune in rhinestones on their flanks. What the two stallions felt about these ensembles their stoic faces didn't betray.

Fliedermaus and his son resembled animate gargoyles, their glossy grey bodysuits covering them from wingtip to wingtip and snout to tail with only a small opening for their mouths and nostrils and holes in their peaked skullcaps for their tufted, bat-like ears. Their sensitive eyes were hidden behind staring, almost opaque black goggles.

The two griffin teams were a study in contrasts, with Baron Redtail and his servants in severe military tunics of red and black with crested steel helmets, while the the LaFish brothers' showed up in what appeared to be ragged, patched worker's gear, with the only common feature being their plaid bandannas and whale tooth necklaces.

Flies Like Thunder was adorned exactly as he'd been at last night's gathering, with the addition of turquoise war paint across his face. His sidekick Long Range wore a heavy denim jacket, with strong ties securing his cowpony hat to his head over a pair of black goggles.

Lulong the kirin hovered placidly toward the rear of the cluster of racers, sporting a large knit cap with dangling, tasseled ear flaps and a quartet of holes for his ears and antlers. Pheng the phoenix had been equipped with a collar adorned with a large, greenish white pearl, and sat perched on his companion's back surveying the scene with a bird's rapid, sudden head movements.

Professor Destiny and Doctor Insanity stood proudly in pinstriped black body suits bearing their skull and bats combined symbol, eyeing the competition with disdain through the heavy goggles of their dark canvas flight helmets. On their backs, each wore a harness supporting a single pair of rigid black bat wings, marked with a gaudy gold sunburst and mounted with phlogiston rocket motors painted with spiraling red and black stripes and sharp toothed, leering dragon faces at the conical tips. Sir Paragon stood behind them in a blue and gold flight suit adorned with a white sunburst, regarding the brothers with suspiciously narrowed eyes through the goggles of his helmet.

Soarin pawed at the ground, feeling the static in the air through the tips of his wings, feeling the planks of the platform beneath his hooves, knowing soon they would drop away and vanish as the wind rushed to take their place, exchanging solidity for motion.

He glanced at Pip, his formation flyer's instincts gauging the young stallion's state of mind and filing some notes of concern at the hints of strain at the edges of the earth pony's cheerful smile, the slight measure of extra white at the edge of his eyes. He reached out and flicked the test pony's ear with the tip of a wing, getting his attention, giving him a nod and a smile. Pip's smile wavered but held firm, as he gave a jaunty bob of his head and patted at his lapel with a fore hoof.

The sky blue pegasus flinched, letting out a sigh of exasperation as a taunting voice called out from the other side. "Yo chuck wagon! Don't fly too hard or ya might have a heart attack."

He turned to glare at Shootin' Star just as Spitfire reached up to cuff the young stallion across the back of his head. Rainbow Dash stepped forward on the rookie Wonderbolt's other side with a scowl and did the same, and turned her colorfully maned head to call out to her former team mate. "I think Shootin' Mouth here meant to say 'Good luck, Lieutenant!'"

He smiled back at her and threw a salute. "Same to you! Clear skies, squad!"

Soarin's attention was drawn with all others to the sound of the public address system crackling to life. "Racers, take your marks!"

The sound on the platform dampened down to a tense hush, somehow remote from the tumult of the crowds below, as the flyers set their hooves or claws, retreating into their own mental spaces as they recalled past training, took stock of their current physical state, or visualized the trials ahead.

The loudspeaker echoed overhead. "Get set."

Princess Celestia and Princess Luna exchanged a glance, and the eternal regent of the sun gave a wave of her tapering horn.

A blast of pealing trumpets split the air, releasing the tension like a bowstring and setting off an explosion of beating wings as the racers took to the sky in a wave while the spectators above and below roared their approval.

In moments, the platform was clear, save for the dark shapes of Destiny and Insanity, who grinned smugly at one another while the other racers receded in the distance. Sir Paragon hovered overhead, scowling at them as he waved in exasperation toward the race course. "Well? Aren't you jokers planning on taking off? Or should I just haul your tails to the slammer right now?"

The mustachioed stallion looked over at his brother. "Ready Doctor?"

The sallow unicorn nodded to his sibling. "Ready Professor?"

A grin spread across Destiny's face as both sharp yellow horns sparked with green magic. "Let's bing bang zam!"

The phlogiston rockets hissed, sputtered, and then flared with angry green flame and a gushing torrent of black smoke, launching the unicorn brothers skyward with a triumphant cackle. They hurtled toward the pack of racers like screaming meteors, vomiting thick columns of black smoke in their wake in ever widening clouds.

They shot past Sir Paragon so quickly they left him spinning in midair like a miniature white, gold, and blue tornado. He stopped himself with a grunt of effort, taking an extra moment to get his eyes to stop spiraling. Shaking it off with a ragged cough, he gritted his teeth and squinted through the smoke after them, spitting a curse as he launched into a pursuit.

***

High above in the Ambrosia, Rarity's sapphire blue eyes widened as she watched the thick column of black vapor wind through the artificial canyons of Manehattan, rapidly closing the distance with the other flyers then overtaking them. The bright, flashing wings of the flock of racers vanished in the roiling, impenetrable smoke as it completely obscured the course and oozed like the legs of a huge, monstrous caterpillar down side streets in the tiny bat winged shapes' wake.

The elegant unicorn flicked an ear and cocked a quizzical eyebrow at the faint sound of cackling laughter coming from the forward viewing deck over the murmurs of confusion and dismay rising from the ponies around her.

Her alabaster brow furrowed as she raised her opera glasses. "Gracious! That can't be legal."

***

Sir Paragon growled as he poured on the speed, his white wings beating fiercely as his vision filled with featureless black smoke. "You're not gonna get away from me you miserable scumbags."

His chisled features contorted in frustration as he flew blindly forward. "Do you hear me? You're not gonna shake ME off! I'm gonna stick to you like... GLUE!"

His eyes went wide with horror as a billboard loomed ahead of him through the smoke, bearing a large white bottle with an orange cap, adorned with an orange triangle with a smiling white bear's face in the center, beneath large blue letters spelling the word KRASTOS (A RichCo. Enterprise) in a cheerful, cursive font.

Kicking his legs frantically, he wheeled to evade with a full throated shriek. He sailed past the billboard, smashing through a rooftop storage tank in a splattering shower of mucilage.

***

Fleidermaus Junior called out in his rough, grunting voice. "Father! Vhat is happening, Father!?"

The elder negasus called back with a triumphant laugh. "Ah ah ah ah! An opportunity, son! Use your ears to guide you, and ve vill leave these sunsiders in ze lurch!"

The bat winged ponies of the deep caves cackled with glee as they unerringly dodged and looped around the tumbling, colliding forms of their competition.

***

Soarin gritted his teeth and flew through the smoke, his ears laying back at the sounds of screams and crashes and bodies colliding all around him. He heard Pip's voice to his right, a note of panic in the young pony's tone. "I can't ruddy see! Soarin! Where are you!? Help!"

The pegasus stallion banked toward his comrade's voice, easing over the flying earth pony and giving him a gentle tap on the back with a hoof. "I got ya, kid. Just keep on your current heading."

He winced at the sound of something crashing through a window with a startled cry. He adjusted away from the sound, dragging Pip by the harness straps and hoping he was taking them into empty space.

The pegasus stallion squinted through the roiling vapors at a glimpse of rainbow, his eyebrows shooting up as an idea formed in his head. He shouted into the smoky void. "DASH! Position!"

He let out a breath as he heard a sandy voice reply. "Ten O Clock and rising. That you Soarin?"

He nudged Pip a little further over. "Yeah, I got a plan! You used to take point on cloud clearing for Winter Wrap Up in Ponyville, right?"

A bright note of understanding sounded in her voice. "The Spring Sky Drill? I can do that in my sleep!"

Soarin's face set in a fierce grin. "Then say good night, Dash, and lets punch a hole in this nightmare!"

She called back with a laugh. "Sweet dreams, Soarin. On my vector, formation twenty three! Cap! Shootin' Star! Form up and gimme a counterspin! GO!"

The sky blue pegasus banked to the left as he felt the sudden expansion of a cone of air pressure lancing through the smoke screen. He gave Pip's harness a tug. "Okay, I got you kid, let me steer ya until you see a set of sweet flanks trailing a rainbow, and lock in on that on a tight following flight path. The belly of this air worm will be the safest place for ya. Got it?"

The young stallion replied in a shaky voice. "Er... Yes, got it!"

Soarin raised his voice and bellowed into the boiling darkness. "Hey! We're spinning up a sideclone and diggin' to daylight over here! Any sorry skybucker wants to make it out of this mess without biting bricks, match vector and skate in the tube! Mark on my voice and chase the rainbow!"

He burst through the wall of the drill vortex, grinning as he saw Rainbow Dash's multicolored contrail ahead of him with Spitfire and Shootin' Star flying in a tight double helix path around her. He guided Pip and the Luna Moth into formation behind the cyan mare, and then peeled off to strengthen the horizontal cyclone's air walls.

Soarin cocked an ear as a grateful voice called out to him. "Bodacious tube, brah! Super rad!"

He glanced over his shoulder to see three members of the Los Pegasus team emerge into the tunnel, canting their wings to settle into formation. He gave them a grin and a salute, as more winged shapes punched through the spinning cone of air and joined them.

Soarin noted a mixture of pegasi, griffins, and the large, shaggy shape of Flies Like Thunder, the mystic buffalo weaving a bit from an apparent collision with a building, judging by the dusting of powdered brick and the detached, half splintered window frame that dangled from his thick neck. His partner Long Range was clinging tenaciously to Flies Like Thunder's tail with his teeth, his wings half folded and his eyes tightly closed, his forehooves clamping his battered stetson to his head.

The sky blue pegasus' ears perked up as he heard Dash's sandy voiced cry of triumph from ahead. "Daylight at twelve o' clock! Grab yer hocks and brace for the pop!"

The sideways cyclone punched through into hazy daylight over the open waters of Manehattan Harbor, with the low, cultivated hills of farmlands beyond the shoreline. The thick vapors dispersed harmlessly in the crosswind now that there were no tall buildings to contain them. The racers broke formation with a cheer, their temporary truce ending in triumph as the thrill of competition took hold once more.

Dash and Spitfire leveled out and grinned back at Soarin, throwing him a salute as Shootin' Star continued to trace a haphazard, corkscrew path through the air around them. The female Wonderbolts exchanged a high hoof, and rocketed ahead with a beat of their wings, the rainbow pegasus mare leaving a multicolored contrail in her wake as their junior squad member struggled to realign and catch up.

Soarin flew up alongside Pip and gave a whistle, causing the young stallion to look in his direction with a faint glimmer in his grin as relief washed across his coltish face. The veteran stunt flyer edged over with a hoof extended, and gave the spotted earth pony a hoof bump. He shouted over to him. "Good goin', kid! It's clear skies from here!"

He glanced back over his shoulder at the wall of dispersing black vapors. The sinuous golden shape of Quillina knifed through the air high overhead, her pegasi escort shivering in each other's terrified embrace as they trailed from her clawed forelegs. Soarin gave a nod. "Clever girl."

His attention was diverted by a crackling sphere of force emerging from another point in the smoke wall, dispersing around the serenely coasting form of Lulong, his phoenix companion following faithfully at his tail.

Another fierce grin spread across Soarin's face as he looked ahead. In the far distance, two grey shapes and two black shapes trailing thick, inky contrails could be seen soaring over the countryside. He urged Pip on with a jerk of his head. "Come on, kid. This race is just gonna keep gettin' more interesting!"

The young earth pony swallowed hard, and urged his magically animated artificial wings to pick up speed.

***

Later that morning, Princess Celestia hurried through the halls of Manehattan Mercy Hospital, following a primly efficient earth pony nurse while her snowy winged pegasi honor guards trailed in her shimmering wake. Several bandaged pegasi were being wheeled past by teams of paramedic ponies in the background.

The medical mare gave her sovereign a rueful look as her hooves click clacked briskly on the linoleum. "I have to warn you, your highness, it's not a pretty sight."

The princess of the sun replied in a level tone. "I have seen much over the years that would turn your stomach, Nurse Balm. Please lead on."

The nurse led them through a quiet, sunlit ward, past the heavily splinted and bandaged form of Sir Paladin, lying immobile on a hospital bed with his hooves and wings suspended by slings from a framework over his bed. He let out a low moan and rolled his eyes as his solar mistress passed, giving him a look of boundless sorrow and compassion before steeling herself at the next curtained partition.

Nurse Balm called out in a soft voice. "Sir Paragon, her highness Princess Celestia is here to see you."

A mournful, shuddering sigh sounded from inside. The princess' horn gleamed with magic as she assumed a cheerful tone. "Oh come now, my heroic, loyal guardian. They tell me you were fortunate enough to come down in a mattress factory. It cant be... that... bad..."

She trailed off as she lifted aside the curtain and laid eyes on her stricken guard. He laid on his belly on the bed with his legs and wings splayed, completely covered in a layer of goose down, save for a raw, pink, stubbly stretch of bare flank that was being plucked by a pair of earth pony orderlies. The burly medical interns stood aside and bowed deeply while trying to surreptitiously spit out stray bits of fluff.

Paragon look a glance back at his immortal sovereign, then rolled his eyes heavenward and clenched them tightly shut as another sigh escaped him, sending up a puff of loose down out of his nostrils.

The princess allowed the curtain to fall closed, her face a rigid, impassive mask save for a spastic twitch in her left eye. A faint hissing sound could be heard in the hushed stillness of the hospital ward as thin trails of black smoke rose from her tapering ears. Her armored guard ponies exchanged a meaningful glance as the sunlight streaming through the windows seemed to flicker a bit redder.

One of the burly white pegasi took a step forward and clicked his hooves on the tiles. "I guess it's my turn next. By your leave I'll go get ready, your highness."

Celestia brought a gold shod hoof to her face and let out a wearier, more miserable sounding sigh than Sir Paragon could ever hope to muster.

Part 26 - Barnstorming

The start of the race had been a giddy, terrifying thrill for the Harmony Aeronautics team aboard the Friend Ship. Twilight and Apple Bloom had crowded to the forward rail and watched in alarm as the race course filled with thick black smoke from the B.A.T. 19s' rocket engines, placing all the other racers in grave danger as they suddenly found themselves flying blind.

The lavender unicorn mare had breathlessly ordered Spike to pour some extra flame into the envelope, raising the balloon higher as she grasped the forward mounted telescope and peered at the vapor choked race course. She was only dimly aware of Apple Bloom rearing anxiously beside her with a pair of binoculars clenched between her hooves.

After what seemed like an eternity of wondering what was happening inside the cloudy trail, all three occupants of the pink and purple airship whooped and cheered, pumping hooves or clawed fists as they spotted the rainbow contrail breaking through the wall of smoke at the head of a vortex cone that disgorged the brightly winged forms of a pack of pegasi as it dissipated like a flock of birds from a magician's hat.

Twilight had breathed a shaky sigh of relief as she spotted the purple wings with white crescents of the Luna Moth, with the sky blue figure of Soarin in his tan jacket and purple scarf flying in tight formation. Her mood had been slightly dampened by Apple Bloom muttering something about being glad the harness made it through undamaged, before pushing off from the railing and slouching back into the enclosed cabin claiming that the smoke was stinging her eyes. She'd disappeared through the hatch with a flick of her tail before Twilight could note that they were currently too high for the vapors to even remotely affect them.

The scholarly unicorn had given a sigh and a shake of her head, and then set about the task of taking stock of the rest of the field with Spike recording her observations in the log book.

Due to their speed and the terrible smoke screen, Harmony Aeronautics' despicable rivals had taken an early, commanding lead, although their royal guard escort was conspicuously absent.

The negasi from Hollow Shades was trailing a distant second, soaring through the clear sky with the sun reflecting off of their protective grey suits.

Lulong the kirin was rapidly overtaking and passing the pack of racers after punching through the smoke screen with some kind of shield spell, his phoenix partner hot on his gilded heels.

All three Wonderbolts were present and accounted for, although the rude young rookie Shootin' Star seemed to be having some trouble correcting his flight path after the sideclone maneuver.

The Cloudsdale team was still in the race, but the Los Pegasus and Canterlot teams each seemed to be down a member. Several other teams of pegasi were completely absent.

Both griffin teams were intact at three apiece, with the sun glinting off of peaked steel helmets revealing that Baron Redtail and his lackeys were ahead of the LaFish brothers.

The large, ruddy brown shape of Flies Like Thunder was visible in the distance with his blue grey pegasus partner, as was the rose winged, golden figure of Quillina, who'd landed on a Manehattan Harbor pier and seemed to be engaged in an animate discussion with her pink suited pegasi escorts. Eventually they had all taken off again, the draconic heiress pumping her broad wings to catch up to the pack with her hirelings in tow.

Twilight had been startled out of her observations, nearly poking herself in the eye with the telescope eyepiece, at the sound of the trumpets blowing the all clear for launch signal for the various teams' support craft. With brisk, businesslike efficiency, teams of orange vested pegasi from the Manehattan Municipal Weather Authority had finally cleared away the last of the smoke trail, revealing the carnage and confusion on the streets and buildings below as ponies clustered around crashed pegasi racers, rendering first aid and clearing debris as emergency carts dotted the course with flashing red lights.

High above, a clarion horn call from the massive silver shape of the T.M.S.S. Ambrosia answered in reply, the vast airship's turbines spinning up as it began to ease itself majestically forward in pursuit of the racers. Down below, the smaller dirigibles, balloons, and pegasus drawn wagons had begun to trundle forward. Twilight had hurriedly wheeled away from the railing to help Apple Bloom and Spike activate their own craft's magically driven propellers and get underway.

Had she known what it looked like or cared to search for it, she would have noticed that the black dirigible flown by Otto Bomb on behalf of Professor Destiny and Doctor Insanity was nowhere to be seen among the support craft for the race.

***

The stunted hench-pony squinted skyward from beneath his sloped cap as his ears pricked at the sound of sputtering rocket motors overhead. Setting aside his heavily annotated and bookmarked chemistry textbook, he took the wooden shaft of a bright red flag in his teeth and scurried out from behind the hog shed that currently concealed his employers' skull and bat festooned airship from south west bound eyes.

Casting a wary glance about for the farm's owners, the dwarfish earth pony began to leap up and down and wave the flag to signal the bat winged shapes that were rapidly approaching. The porcine denizens of the hog shed's attached pig sty watched him impassively as he huffed and puffed and hopped and spun.

He spat out the flag and frantically scampered for cover as the gangly legged unicorns screamed out of the heavens toward him without any sign of slowing. Doctor Insanity finally managed to angle his wings such that his hurtling descent was slowed, skipping, stumbling, and finally digging in his hooves as he cut two erratic furrows across the barnyard. He screeched to a stop and flipped onto his back with a tremendous smack. For long minutes he stared blankly at the sky, looking like a gigantic dead insect, as he curled his legs to his chest and belly and let out a long, tremulous wheeze, the air knocked out of his lungs.

Professor Destiny howled in alarm as he drifted in over the pig sty, trying in vain at the last moment to stop by catching the fence with his rear hooves. This only served to send him tumbling forward into the noisome mud, where he dug an impromptu ditch with his face and chest while the pigs squealed and scattered.

After a few dazed moments he pushed himself up, his flight suit, chin, and mustache dripping with acrid, filthy sludge, and wiped the splattered mud from his goggles. After a cursory glance had assured him that his wings were undamaged and largely unsoiled, he reared up with a triumphant laugh and jabbed a hoof skyward in the general direction of Manehattan. "HAH! Lets see the great Doctor Sparkle try THAT on for size!"

Doctor Insanity finally caught his breath and started to thrash in his harness. "Enough! Quit messing around and help me up, you addle pated horsefly! Otto! Where in blazes are you?"

The stubby legged earth pony galloped forth to assist as Destiny painfully hauled himself and his half of the B.A.T. 19 out of the muck of the pig sty and over the fence. He staggered over to his brother's side with a broad grin on his soiled face as Otto helped the clean shaven stallion to his hooves. "Your turbocharged rockets were a resounding success! That was glorious, was it not... my brother?"

Insanity gasped, pushing up his goggles with a shaking hoof to reveal a bit of moisture glazing his wide, green eyes. "You... you called me your brother..." His voice hitched slightly as tremulous wonder spread across his sallow face. "Have you f-finally... does.. does this mean you... you've forgiven me?"

The mustachioed unicorn reared back and spread his fore hooves wide. "You're forgiven... brother."

His younger sibling let out a sound somewhere between a sob and a laugh as he leapt to embrace him. "Oh brother... I'm so..."

A moment later he blinked, his nostrils flaring as a look of disgust spread across his narrow face. "... so disgusting! Gah, get off of me!" He shoved the Professor back with a scowl as he looked at the stinking brown muck now splattering his flight suit as well.

He gave a toss of his head and barked sharply to their assistant. "Otto! Bring us each a fresh set of rockets and be quick about it. Time is of the essence!"

The dwarfish pony nodded and scurried over to a stack of red and black striped phlogiston motors, taking one in his teeth and hurrying back like an eager dog with a stick. Doctor Insanity turned and proceeded to detach the spent rockets from Professor Destiny's harness with his magic as his angrily frowning sibling did the same to his, tossing the empty shells aside with a clatter.

As he accepted the first replacement motor from his lackey, Destiny cocked an eyebrow and fixed the stunted earth pony with a bloodshot, questioning gaze. "So Otto, did you have time to prepare our little... surprise for Harmony Aeronautics last night?"

The low slung henchpony gave a nod. "Yeh, Bozz. Found a nice corn field about a mile back. Rigged 'em up good and set da detonator just like ya said."

As their flunky wheeled and scurried off to get another motor, Doctor Insanity fixed his sibling with a suspicious glare. "This is a surprise to me too, brother. Just what, exactly, is Otto blathering about?"

Destiny let out a chuckle as he levitated the rocket toward the bracket on his harness. "Just a few magic seeking missiles..."

Insanity wheeled with eyes wide in alarm and batted at his brother's horn with a flailing hoof, causing the green sparkles of magic to abruptly cut off as the unicorn it was attached to grimaced in pain. "Agh! My sinuses!"

The phogiston rocket thudded to the ground in a puff of dust, its nose cone crumpling slightly.

The bespectacled pony lashed his close cropped tail as he gripped his sibling's harness and dragged him close to stare wildly into his eyes. "Great Hurricane's ghost! Are you really that much of a thundering numbskull? After what happened the last time you tried using one of those infernal devices?"

The Professor shook his head to clear the ringing out of his ears and cast a glare at Otto, who set another rocket down with an ingratiating smile and wheeled on his hooves to retrieve another. "Well, apparently somepony's a dirty little snitch."

He met Doctor Insanity's gaze and batted his hoof away with a sneer. "Calm yourself, brother. We're far enough away that we're in no danger." He picked the rockets up and levitated them onto the brackets on his harness, snapping the fasteners shut as he strode toward the gondola of the black dirigible.

His brother followed him, unconvinced and spluttering as Otto chased him with another rocket in his mouth, eagerly wagging his stubby tail. Doctor Insanity brought a hoof to his forehead in a paroxysm of incredulity. "But... but we flew over miles of cornfields! Phlogiston is distilled, concentrated magic! Either we were tremendously lucky, which given our track record thus far I highly doubt, or your rockets are all duds."

Destiny ducked his head inside the dirigible's open hatch, coming out a moment later with a brass cone trailing wires sitting on the tip of his horn. He gave Doctor Insanity a smug grin with a maniacally raised eyebrow. "Well of course they're duds, I haven't activated them yet."

His eyes went slightly more glazed, and a green glow pulsed beneath the cone as he spoke out to nopony in particular. "Arm rockets!"

***

An earth pony mare let out a contented sigh as she leaned affectionately against a burly earth pony stallion. The pair lay sprawled in the shade on a checkered tablecloth, a picnic basket and a pail full of ice with two sarsaparilla bottles sitting ignored off to the side as all around them the drooping leaves rustled in the late summer breeze from the tall, green cornstalks.

She playfully nuzzled his neck. "Oh Plowshare, it's so peaceful out here."

A blush appeared on her beau's cheeks. "Yeah, Miss Honeysuckle. I s-sure am glad we could get away. Just... just the two of us. Alone..."

After a pregnant pause he nervously cleared his throat. "Y'know, I... I've got somethin' I've been wantin' to say to ya for a long time."

The mare's face brightened up as she met his eyes, batting her long eyelashes at him. "Yes?"

The stallion gazed back, screwing up his courage. "Well, Miss Honeysuckle, I... I..."

She melted toward him. "Yes?"

He swallowed hard. "I... I really... Well. I..."

Her lips edged towards his. "Yes?"

He opened his mouth to reply, but drew back, blinking in shock as somewhere nearby a bell raucously jangled, startling them both. Their widening eyes darted about nervously at the sound of motors engaging, as lethal looking, finned cylinders with grinning, shark faced, coned ends rose up on struts all around them. The two ponies sat stock still, terrified to move, as the lower ends of the rockets began to pulse with an ominous, expectant green glow.

***

Professor Destiny gave his brother a grin as he flicked the cone off of his horn into the cabin of their support craft. "There, now the rockets are primed to head for the strongest source of magic passing overhead."

He gave his sibling a wink. "I'm sure it'll be quite the spectacle, complete with popcorn, but sadly we'll be well on our way to Fillydelphia by then."

A manic smile spread across Doctor Insanity's face as they shared a gloating, sinister laugh.

The bespectacled unicorn gave a brisk nod as he levitated his replacement rocket motors into the brackets on his harness and locked them in. "Well, on that note, we'd better get going then."

The corners of his mouth angled downward and his lip curled in disgust as he turned to look his elder sibling in the eye. "I'd appreciate it if you flew downwind from me for the time being, brother."

Before Destiny could reply, a harsh voice startled both unicorns and their hench pony. "Hey. Whatter ya doin' behind my hog shed?"

They wheeled to see a grizzled earth pony in a straw hat with a pitchfork clenched in the fetlock of a fore hoof. He cocked his head to clamp it in his teeth and advanced on them menacingly.

Otto dove for the hatch of the airship, crying out in his gravelly voice. "Cheeze it, it's da heat!" He slammed the door shut behind him with a clank.

The sight of an angry farmer armed with any sort of cultivating tool turned weapon is an image that invokes primal terror in the psyche of a travelling con artist. Galvanized to flee, the unicorn brothers whinnied with fear and set off at an awkward gallop under the burden of their bat winged harnesses, frantically sparking their horns to life with green magic as they desperately struggled to light the rockets.

Doctor Insanity leapt skyward with a yelp as the tines of the fork found his flank. With a whoosh of green flame and a billowing explosion of black smoke, he ascended, wild eyed and flailing. As the smoke dissipated, the stunned figure of the farmer was revealed seated on his haunches on a patch of scorched grass, his wide eyes blinking in a face stained black with soot as flames flickered on the brim and crown of his hat. The pitchfork's charred handle crumbled into charcoal shards between his teeth, as the metal tines clattered on the ground.

Professor Destiny gave a mocking laugh over his shoulder as he ran. "Ha! Better luck next time, hayseed!"

A moment later his rockets ignited as well, sending him hurtling into the sky on a parallel path with his brother. His gleeful cackle faded as he began to veer, the motor with the dented nose cone sputtering to stillness.

He let out a ragged shriek of dismay as he began to spiral, careening toward a large chicken coop on the edge of the barnyard next door. A torrent of white feathers and panicked birds exploded from the windows of the low slung structure as he slammed through the doorway with a tremendous crash. A few moments of raucous clucking and more smashing and cracking later, he rocketed out the other end, trailing feathers and eggshells along with the black smoke as he wobbled crazily through the air and made for the western horizon.

***

Soarin and Pip coasted easily over the rolling fields of barley, wheat, alfalfa, and corn, the sun at their backs and the boundless blue sky stretching before them over the gentle curve of the horizon.

The pack of racers had spread out as the morning had gone on, settling into an easy, energy conserving pace to preserve their strength for the more difficult stages of the race that were yet to come.

In the far distance, the gleaming blue and gold shape of Lulong could be seen skipping majestically on the thermals in great bounding arcs, a bright blaze of orange revealing the gliding flight path of his phoenix companion.

The Wonderbolts were visible in the nearer distance, flying in a relaxed formation with Rainbow Dash in the lead with Shootin' Star at her side, refusing to let up against a mare who was universally known as one of the fastest flyers in Equestria. Spitfire trailed behind them, her blaze yellow wings flashing in the sunlight.

Golden and Granola Bay were flying side by side at Harmony Aeronautics' four o' clock position with Gnarly Curl lagging behind his comrades, while the blue and white suited Cloudsdale team steadily pumped their wings at nine o' clock, maintaining a steady forward pace with grimly determined looks on their faces.

A glance over the shoulder showed rest of the pack were in a loose flock at their six, with Baron Redtail and his servants several hundred hooves higher than the others, surveying the field with their hawk eyes. The bulky forms of the various support balloons and carts, lorded over by the vast shape of the Ambrosia, were vague, blue hazed outlines in the far distance.

Pip was startled out of a solemn faced reverie by Soarin's slightly out of breath call. "Hey kid! How ya holdin' up?"

The young stallion blinked and gave his companion a smile. "Well enough, old bean! Then again these wings of mine are running on magic, not muscle. How about you, mate? Say the word when you want to touch down for a bit of a rest."

The sky blue pegasus gave him a rueful nod. "Yeah, I could use a breather. How about once we get past that corn field up ahead."

***

Lulong floated along like a kite without a string, humming to himself as he bounded through the skies with his faithful phoenix companion at his side. The tassels on his hat fluttered in the breeze in tandem with the tassels on the corn plants far below.

He took a deep breath through his nostrils as he sailed over the rolling field of grain. "Ah Pheng, Equestria is a most beautiful country of many rustic charms once you are out of the cities. I do believe I shall compose a poem regarding these fragrant green fields and how magnificent it is to fly over them on a most beautiful day."

The fiery bird chirped in uncertainty as a wave of rockets launched into the air trailing green flame and black smoke, arcing unerringly toward the kirin like long black claws with leering, eager shark faces at their tips.

Lulong's yellow and green eyes lit up. "Ah! A most excellent display of fireworks! How fortuitous for us!"

***

The mixed pack of pegasi and griffins drew up short as the black smoke trails converged and blossomed into an explosion of orange flames like a gigantic, globular jack o lantern in the sky. A loud WHUMP followed on in a radial wave, blowing at the tassels of the corn in expanding ripples as debris rained on the flattened plants directly below. As the orange of the flames ablated to black, a soot coated, smoldering figure with loosely splayed legs dropped out of the cloud and plummeted to the ground, landing among the corn plants with a thud.

While the other racers fanned out to evade the explosion's dissipating smoke cloud, Pip and Soarin exchanged a nod, and angled their wings for a rapid landing. Ahead of them, the Spitfire and Rainbow Dash were doing the same, as the blaze yellow captain of the squad called angrily after Shootin' Star, who gave a toss of his head and flew on.

They touched down at the edge of a circle of broken corn plants to find the blackened, smoking, deer like figure of Lulong lying on his back with his legs stiffly in the air like the legs of an overturned table. Soarin and Dash were the first at his side, with the cyan mare laying her head on his chest to listen for a heartbeat. She leaned back with a startled expression on her face as a low moan escaped from the stricken kirin's throat.

Dash glanced back at Spitfire and Pip incredulously. "He's alive!"

Lulong started to feebly stir, muttering under his breath in Manedarin. A moment later he began to thrash, pulling himself up to a seated position on his haunches as Soarin called out in alarm. "Hey buddy, you shouldn't be moving like that. Let us get help."

Spitfire trotted up and laid her hooves on the struggling creature as well. "Keep him steady!" She leaned in to speak urgently in the kirin's floppy ear. "Calm down, pal! You're gonna hurt yourself worse if you don't keep still."

Lulong froze, his gold and green eyes popping open in the black silhouette of his soot coated face. His pupils shrank to pinpricks as he looked down at his fore hooves, pulling them up out of the rich, loamy soil and staring at them as his jaw dropped.

He began to shake all over, then suddenly startled the ponies around him as he let out a loud wail and started shrieking what sounded very much like curses to their uncomprehending ears. Tears began to roll down his cheeks, leaving trails of iridescent blue green in the black.

After a few moments of this, Spitfire huffed and smacked him on the back of the head. "Hey! Speak Equestrian! We can't help you if we don't understand what your problem is."

Lulong sobbed and proffered a cloven hoof to her as he winced and rubbed the back of his head with the other. "Aiyah! Oh most calamitous woe has befallen me, o rude yet kindly competitors! My hooves have touched the lowly ground, and now I cannot fly for a thousand and one days. Oh lamentable botheration, oh tragic inconvenience upon my poor heartbroken personage. I cannot continue the race." He hunched over despondently and brought his hooves to his eyes, his copious tears washing them clean to reveal that instead of gleaming gold, they were now a dull, iron coloration.

Soarin cocked an eyebrow. "So, uh... so are you hurt at all... I mean... otherwise?"

The soot coated kirin slumped and gave him a mournful look. "The sublime scales of my heavenly dragon ancestors protect my body from harm." He let out a sniffle. "But now they're all dirty."

They all turned their heads with a start as Pip gave a cry of alarm. At his hooves a small pile of ash had burst suddenly into flame, then as they watched it exploded in a small sunburst to reveal a dazed phoenix, weaving slightly in an awkward, slouching seated position with his wings and clawed feet splayed and his ember like eyes spiraling in opposite directions.

Soarin, Dash, and Spitfire helped Lulong unsteadily to his feet. He let out a mournful sigh. "It is going to be a most long and arduous journey back to the Five Mountains of Purest Jade, I can tell you that much without fear of contradiction. Come along, Pheng. No time for lollygagging."

As the phoenix pulled himself to his feet and hopped across the broken corn stalks, flapping his fiery wings and launching into the air to land on Lulong's withers, a rustling at the edge of the flattened circle of plants drew their attention. Two soot stained earth ponies, a stallion and a mare, staggered into the clearing with a disoriented stare on their faces and their popcorn flecked manes blown back as if they'd just been through a hurricane.

The burly stallion spoke up after tentatively clearing his throat. "Uh... Would... would any of you folks have any idea of what's goin' on here? Somepony left a bunch o fireworks in my field and gave me n' my gal an awful turn when they went off."

Pip's eyes narrowed as he shared a glance with Soarin. "Dirty pool! With a capital D, and that stands for Destiny. "

Soarin nodded gravely. "Yeah, we'd better be on our guard, kid. Looks like they're playing for keeps."

Spitfire's eyes flared angrily. "Those finks! When I get my hooves on them I'm gonna wring their scrawny necks for draggin' this race down into the gutter!"

Dash scowled and pawed at the ground. "You'll have to get there before me, Cap."

The blaze yellow mare reared up and smacked her hooves together. "Well they've gone too far this time. When I get to Fillydelphia I'm gonna contact the committee and have 'em disqualified, royal patronage or no royal patronage."

Soarin ruffled his wings and looked skyward as a succession of fleet winged shapes whisked past overhead. "Well, we'd better get a move on then, we're still in the race."

He cast an apologetic look at Lulong, and then gave a nod to the puzzled earth ponies who stood nearby trying to figure out what anypony was talking about. "Excuse me, folks. Is there a farmhouse nearby where this poor fella and his pet bird can get cleaned up and maybe get a bite to eat and a place to bed down for the night? He's got a long walk home ahead of him."

The earth pony stallion gave an uncertain nod. "Uh, yeah. I reckon I can put 'em up."

Lulong walked over to join them with a courtly bow of his antlered head. "You are most kind and welcoming to a wayfaring stranger in your abundant land, o tiller of the fertile fields."

He glanced between the stallion and mare as his antlers scintillated with a glow of white magic. "Your house shall be blessed with many children of strong limb and fair aspect, who shall each in turn have a gift for decoupage, statistics, square-dance calling, geography, and badminton."

Plowshare blinked at him. "B-badminton..."

Honeysuckle's eyes lit up. "Children!"

She leaped up to throw her forelegs around the burly stallion's neck, planting kiss after kiss on his sooty cheek.

The three pegasi and the young earth pony decked out in artificial wings all nodded to one another, and took to the air as the stunned farmer finally toppled sideways under his bride to be's onslaught of affection.

Lulong let out a sorrowful sigh as he watched the flying ponies recede in the distance, turning with a wistful smile at his phoenix companion as Pheng cooed and gently nuzzled him behind his ear. "Ah well, such is life. Better luck next time."

***

After several hours of being cooped up in the tiny space of the Friend Ship's gondola with Spike and Apple Bloom, Twilight Sparkle was quite ready to scream. Long, loud, and incoherently.

Once they'd gotten underway and set their course, there hadn't been much to do beside keep the tiller straight and take occasional readings with the clock and astrolabe. To fill the time, the lavender scholar had broken out her fact file and asked Spike to fill in the rest of his report on Quillina.

She soon found herself regretting even broaching the subject, as the young dragon held forth with a torrent of, to her mind, extraneous or highly subjective information about such diverse topics as the way the dragonette's scales gleamed like 24 karat gold, the delicate shading from rose red to peach on the membranes of her wings, the clear, crystalline amethyst color of her eyes and the way candle light danced in their depths, the bubbly, ready nature of her laugh, and how much she liked the old jazz standards Spike had played for her on the piano, along with much dubiously pertinent speculation as to whether she'd enjoy "Thunderpony" comics or donuts topped with tourmaline shards.

This, in turn, had prompted Apple Bloom to begin to bitterly enumerate Pip's qualities in such a way as to convince the listener that his wit, charm, glittering smile, good looks, and classically sculpted, almost museum quality flanks were all insidious ruses meant to draw hapless fillies in to have their hearts ruthlessly crushed under hoof, combined with darker speculations as to how far the spotted stallion's detached head might fly if and when her big brother were to buck him like an apple tree, or how sparkly his smile would be after her older sister separated him from a few of his teeth.

The young handmare was about to embark on a mane raising conjecture of what unspeakable vengeance Granny Smith would inflict on her granddaughter's behalf when Twilight abruptly stood up with her hooves set on the corners of the small writing table, flicking the book closed with her horn.

She turned to Spike and gave a terse nod toward the hatch onto the terrace. "Spike, why don't you go stretch your wings a little? Make sure you wear a safety tether so you don't get separated from the balloon, okay?"

The adolescent dragon's slitted green eyes flicked warily between his guardian and Apple Bloom, but he knew an implied order when he heard one. He got to his feet, grabbed a harness from the tack locker, and stepped through the hatch onto the terrace.

Twilight rounded on the younger mare after slamming the hatch shut with her magic. "Apple Bloom, I have listened to you snarling and spitting venom like a basilisk all morning. So much so that I am honestly having trouble believing you ever really loved Pip at all."

The earth pony's amber eyes flashed as she drew herself up, a mixture of rage and shock on her face. "What!? O' course I loved that sorry, no account, heart buckin' varmint."

The lavender unicorn flicked an ear and cocked an eyebrow. "Did you? Really? You could have fooled me."

Apple Bloom gave a dismissive toss of her head. "Feh. What all would ya know about love anyhow? Y'ain't never had a durn coltfriend in yer whole life, and all yer friends are despairin' that ya never will."

Her eyes narrowed as a cruel smirk curled the side of her mouth. "Or maybe ya reckon ya got all th' smarts y'need outta some ol' book."

Twilight rapped a hoof on the table to silence her, her voice coming out level and controlled as her gaze bored into the young mare's glistening eyes. "Books are information, information is gained from experience, experience is gained from observation. I have eyes in my head, Apple Bloom. I have ears. I've observed love in all its forms. Between my brother and Cadance, between your brother and Fluttershy, between Pinkie and Caramel, between Mr. and Mrs. Cake, between my parents, between a whole herd of others. Maybe I don't have the deep understanding of romantic love that my sister in law does, but I've experienced it in other forms. Love between siblings, love between parent and child, love between friends. I think I've seen enough to draw some conclusions and be able to make some comparisons."

She held her hoof up as Apple Bloom was about to protest. "All I see out of you now is jealousy and anger and selfishness. The last time I saw anything like that from you was on that terrible day when I inflicted that Want It Need It spell on you and your friends. You describe what attracted you to Pip in the most superficial terms. His looks, his charm, his teeth, his flanks."

Twilight let out a sigh as she shook her head. "Here you are a full grown mare and you're still throwing a tantrum over a doll."

The anger fled from Apple Bloom's face, shattering before a wave of stunned disbelief as she reached up and dragged the skull patterned kerchief off of her head and cast it to the floor. Her shoulders began to shake as a sob racked her body.

Twilight crossed the cramped space in an instant, taking the young mare to her breast and rocking her as they both silently wept, with nothing further to say for some time.

Part 27 - Sticking To The Plan

The Friend Ship touched down with a thud on a grassy field on the outskirts of Fillydelphia, followed by another heavy thud as Spike landed and secured the balloon with a few quickly driven tethers tossed to him by Twilight and Apple Bloom. He stepped up to the forward platform and gently helped them disembark.

As the two mares cracked their necks and stretched their legs, a cheerful voice called out to them. "Hey there! Doc Sparkle! Apple Bloom! Spike! Am I ever glad to see you guys!" They looked over to see Soarin approaching with a wide grin on his face, with a pensive looking Pip in tow.

Behind them a loose arrangement of support balloons and unhitched wagons stood in the middle of the field. In their midst, Pegathalon athletes stretched their wings, chatted, and allowed their crews to see to their needs. At the edges of the field a herd of fans had gathered in what could only be called a festive atmosphere, with picnic lunches, pennants, and balloons.

The long, silvery shape of the Ambrosia hung overhead, only yards from the ground with a massive anchor holding it in place. A more high toned, sophisticated party was visible through the glass of the forward observation room. The gleaming white outline of Rarity could be seen, waving cheerfully to them from among a coterie of well dressed well wishers.

The sky blue pegasus' stomach rumbled loudly as he came up to them, causing him to blush slightly and give a wan shrug. "I'm so hungry I could eat a horseradish right now."

Twilight replied with a smile. "I'm hardly surprised, that was quite a gauntlet you colts had to run through this morning."

He chuckled. "You don't know the half of it. Hit a few more snags outside Trotnton. I'll tell you all about it while we break out the chow."

Apple Bloom gave the older ponies a nod as she stepped past them. "I'll help y'all out in a minute, but I better check over th' harness fer wear n' tear."

She stopped in front of Pip, neither of them making eye contact, as she spoke in a deliberately neutral tone. "Hello, Pip. How... how you doin'?"

The young stallion drew himself up to attention, only a slight hitch in his voice as he replied. "N-no complaints, Miss Apple. The Luna Moth has been performing quite satisfactorily."

She gave a perfunctory nod. "Good... Good t' hear. Now just gimme a minute t' see 'bout th' wing joints, then I'll help ya out of it and we can get some vittles."

Soarin fell into step beside Twilight as she turned and headed back to the balloon. He leaned in to speak privately. "So... looks like the cyclone's spun down a little..."

The lavender mare gave a guarded nod. "A little. How's Pip holding up?"

The pegasus stallion took a furtive glance over his folded wings and met her gaze. "I'm watchin' him. I don't have the best barometer for that sorta thing, but I'm feelin' a little rise in pressure that I'm gonna keep an eye on."

Twilight smiled at him as she reared up to put her hooves on the Friend Ship's ladder. "Have I told you lately how glad I am we have you with us on this trip?"

He gave a shrug and rubbed the back of his head as he hovered up to meet her on the platform and help her up the rest of the way. "Heh. I'd say I'm totally glad to be here, Doc, but I miss Applejack so much that that wouldn't be entirely true."

She gave a chuckle over her shoulder as she headed into the crew compartment. "Well, honesty is the best policy where Applejack is concerned. Now lets break out some of the apples she sent along. I think they'll help Apple Bloom's mood a little too."

Soarin rubbed his hooves together as he hovered expectantly over the platform. "Now we're talkin'! That'll keep me goin' all the way to Baltimare at least."

The scholarly mare craned her neck out of the hatch, a mesh bag full of apples clenched in her teeth, as Spike's excited voice called up from the ground. "Twilight? Hey Twilight!"

She released the bag's handle as it floated up to Soarin in a cloud of sparkling purple magic. "Yes, Spike? What is it?" She hooked her hooves over the railing and looked down to see the adolescent dragon almost hopping with excitement as he responded. A pegasus in a pink, rhinestone decorated flight suit stood a discreet distance behind him.

He jerked a clawed thumb past his shoulder. "Quillina invited me to lunch. She brought along some prime fire opals from her hoard, and wanted to share 'em with me. Would it be okay with you if I joined her?"

Twilight looked up to see the lithe, golden form of the young dragoness settling down beside a pink canopied covered wagon and a group of pink suited pegasi. She noticed Twilight looking over and gave a daintily poised wave.

The lavender unicorn's brow furrowed slightly as the precision wheels in her mind spun furiously, trying to think of a legitimate reason to say no. With none forthcoming, she pawed at the padded railing at her hooves and gave a diffident shrug. "That... that's fine Spike. It's very nice of her to offer. In fact... here."

She sparked up her horn, floating a trio of apples from the bag dangling from a happily munching Soarin's forehoof. She tossed them to Spike with a flick of her head. "Take her some genuine Sweet Apple Acres apples with our thanks. If she likes 'em maybe she'll want to move up to Ponyville."

She caught herself with a shake of her head. "I... I mean, visit Ponyville. Visit. Heh..."

An elated grin spread across Spike's face as he clutched the apples to his leathery chest plates. "Thanks, Twilight. You're the best! See you later." With that, he spun on his heel and took to the air with a sweep of his wings, gliding effortlessly over the grassy field.

Twilight extended a hoof as she called out after him. "Be back here in a half hour, Spike!"

The scholarly mare raised the hoof to her mouth as she watched him touch down beside Quillina and proffer her an apple with a flourish. She noticed a simliar shade of lustrous red in her peripheral vision, and looked over to see Soarin holding out an apple to her on the cup of a hoof.

He gave her a lopsided grin. "You look like you might need a little cheering up too, Doctor Sparkle."

Twilight took it in her magic with a fragile smile on her face. "It's been an... interesting day."

She let out a sigh as she rested her chin on her hooves and slowly rotated the fruit in the air before her eyes. "I suppose as a pegasus you're not the best pony to be asking this, but do you ever feel like things come at you too fast?"

He gave her a shrug, bobbing a bit as he hovered at her side and fished another apple out of the bag. "All the time, but we pegasi tend to believe that as long as it ain't the ground coming at you fast then you can usually get through it okay. It all comes down to how maneuverable you are."

She nodded pensively, and watched the young dragons chatting and sharing morsels of food, and then looked down to see Apple Bloom helping Pip out of the Luna Moth, their youthful faces straining to remain impassive against flashes closely guarded pain. With a flick of her pink and purple streaked mane, a few strands of white still largely hidden among the deep violet, she shook her head, and took a bite out of her apple.

***

A unicorn stallion in a white cap and blue uniform jacket with lieutenant's bars opened the hatch with his magic and clicked his fore hooves together in a sharp bow as he allowed Spitfire to enter. Beyond, a pair of unicorn mares in similar royal blue tunics looked up expectantly from their seats at the switchboard in the Ambrosia's radio room.

One sat with a clipboard and pencil hovering in front of her, while the other's horn was encased in a brass cone with winding masses of wire trailing from it to the board like spaghetti from a pasta maker. A vacuum tube at its tip winked and flickered with light as she dictated to her companion with a slightly glazed look in her eyes, as similar lights on the board blinked on and off in random patterns.

The stallion gave a bob of his horn toward the radio operators. "Here you are, Captain. Ensigns Dot and Ditto will be happy to assist you in transmitting your message."

The blaze yellow pegasus mare replied with a curt nod. "Thanks, Lieutenant Lanyard. This is a lot more convenient than winging into downtown Fillydelphia and getting somepony on the horn at the courthouse."

She met the gaze of the operator with the clipboard. "I've got an urgent message I'd like to see transmitted to the Pegathalon Organizational Committee in Cloudsdale, with copies sent to the Cloudsdale Athletic Council, also in Cloudsdale, and to the Royal Guard in Canterlot."

Ensign Dot flipped the page on her clipboard and poised her pencil over it in a cloud of pale pink sparkles. "Of course, ma'am. Whenever you're ready."

Spitfire cleared her throat. "All right. Message begins. Professor Destiny and Doctor Insanity strongly suspected of rocket attack on other racers. Lulong the kirin uninjured, but unable to fly and out of the race. I recommend summary disqualification for cheating, and immediate arrest and detention at nearest opportunity for reckless endangerment and illegal use of explosives. Signed Captain Ember Imogen Spitfire, RAC WB. Message ends." She cocked an eyebrow at the ensign as she hastily scribbled on her hovering clipboard. "You got all that?"

The unicorn mare gave a distracted nod. "...explosives. Signed Captain Spitfire, RAC WB. Got it, Captain. We'll send it as soon as Ditto has a clear line."

She gave a little bow. "And I think I speak for both of us in saying it's an honor to meet you!"

Spitfire gave her a smile as she turned to leave. "Hey, thanks! I really appreciate you helping me out here. How about I send you guys some passes for a show sometime. Just drop a line to our promotions office and tell 'em I said it's on me."

The young mare's eyes lit up. "Oh, it's our pleasure, but that would be wonderful! Thanks so much!"

The blaze yellow stunt flyer chuckled. "No problemo. Now if you'll excuse me, I need to get back to my teammates before they hit the horizon. Keep up the good work, and tell your partner thanks once you get her unplugged."

With that she turned and headed out the hatchway as the Lieutenant gave her another brisk bow. He paused at the door and met Ensign Dot's eyes, giving a bob of his horn toward a pneumatic tube unit next to the clipboard. The radio operator gave a dutiful nod in reply.

As the hatch closed with a gentle hiss of air and a clank, the ensign jotted a couple of extra notes on the page. She then pulled it free of the clipboard, rolled it up, placed it in a pneumatic delivery tube, and sent it on its way.

***

Diamond Tiara flicked one of her pastel pink ears as the brass tube appeared in its receptacle with a muffled "Thoomp". She glanced away from her binocular station in the forward viewing room at the Ambrosia's prow and pressed a button on a nearby control panel with her hoof. The tube was tipped onto a conveyor belt, where it was whisked to an ornate apparatus that resembled the carriage of a typewriter. With a faint whir of motors the message inside was scrolled out into a bracket that held it flat under a tiny reading light.

The pink pony princess pursed her lips as she dragged the apparatus closer on its adjustable arm and quickly glanced over the note with her cold, calculating eyes. She sat back in her cushioned command chair, stroking her chin with her hoof thoughtfully for a moment.

She let out a chuckle and leaned forward to pluck the note off of the brackets in her teeth. She then proceeded to crumple the paper up in her mouth, spitting the wadded note out into a waste basket with a grimace of distase. "Guh... I need to spring for some better tasting memo paper."

With a smug smile curling the corners of her mouth, she plucked a sheet of foolscap from a tray and took a pen in her lips, jotting down a quick note. She carefully placed this in the brackets of her memo reader, then pressed a button on the control panel that caused the paper to roll up into the brass case, which slid down the conveyor to the pneumatic tube and vanished back to the radio room with another "Thoomp".

Diamond Tiara steepled her hooves and sat back in her chair, her low, throaty chuckle making a seamless transition into a sinister laugh. "Seems like I was a little hasty about arranging an accident for those colts. They're already an accident waiting to happen to anypony around them. Ah well, whoever gets there first, I still win in the end."

She frowned as she glanced around the glass lined room. "I also need an audience if I'm gonna gloat properly, otherwise I'm just talking to myself here…"

***

Ensign Dot levitated the message tube over to her seat and looked over the contents, letting out a sigh as she did. Her horn flared as the note crumpled into a tight ball and bounced into the wastebasket with a clunk.

She turned as Ensign Ditto disengaged the apparatus on her horn and floated it down to the counter. The unicorn mare rubbed her eyes with her hooves and gave her partner a bleary smile. "I gotta take a break for a second. There's a lot of chatter about the race right now."

Dot nodded sympathetically. "I'll take over 'til next break. No problem."

Ditto cocked her head. "Did I hear something about sending away for free Wonderbolts tickets?"

Ensign Dot let out another small sigh as she glanced at the wastebasket. "I'm afraid that message is gonna get lost in transmission too..."

***

The Harmony Aeronautics crew were packing up the remains of their lunch when Spike returned, a furrow creasing his ridged brow and a faint frown on his face.

Twilight looked him over with a mixture of concern and relief swirling in her heart like oil poured into water. "Something the matter, Spike?"

He gave a flick of his tail back toward the pink wagon and its attendants. "It's those ponies Quillina's got flying as escorts. I dunno if I like 'em very much."

The scholarly mare gave an uncertain shrug. "Well... We've all learned that sometimes you don't like a friend's friends, but that doesn't mean..."

He cut her off with a frown and a shake of his head. "They're not her friends, Twilight. They're just in it for the money she's paying them."

The young dragon cast a glance over his shoulder. "And they were hinting at lunch that it might not be enough, what with everything that happened so far today. There was a lot of talk about that smoke trail, and what happened outside Trotnton."

He pursed his lips for a moment, then looked back at her with concern in his emerald eyes. "But I don't know. I don't think they're scared. I think they're trying to coax more bits out of her."

Twilight let out a sigh and reached up a hoof to pat him on the knee. "She's a dragon, Spike. She's a fifty hoof long, flying, fire breathing, indestructible, magical creature who can bite through diamonds. I'm sure she can take care of herself..."

The young dragon gave her a pleading look. "But... but she's so sheltered and... well... naive. What if they..."

The lavender mare huffed. "Spike, your concern is commendable, but you've got your own team to look out for."

He flicked his tail sullenly. "I know that, Twilight, but..."

Her expression softened and she patted him on the knee again. "Look, unlike some of the other teams in this race, we're good sports. I promise you, if Quillina, or any other racer, got in real trouble, we'd be the first to stop and help them out any way we can. Okay?"

He gave her a grateful smile. "Okay."

She held her hoof on his faintly glossy, purple scales for a moment, and then gave him a playful shove. "Okay. Now come on, my Number One Assistant, we need to get battened down for launch."

Spike gave her a sly grin. "I'm all for that, but didn't we just have lunch?"

Twilight rolled her eyes and let out a chortle. "I said 'launch', not 'lunch'. Now shake that tail, Pun-der Dragon…"

***

The bells of Fillydelphia rang jubilantly as the pack of racing flyers threaded between the city's towers, eliciting cheers from crowds of equally jubilant ponies.

Soarin glanced over at Pip with a grin on his face as he saw the young earth pony crack a smile and wave to the fans as they rocketed past. The spotted stallion's teeth didn't quite glimmer to their usual level of brightness, but there was a little of the old spirit there that put the veteran flyer's mind at ease for the moment. He gave his partner a confident nod as the young test pilot caught him looking.

Diverting his attention down the course, he spotted a cloud sitting ahead of them in the distance. His brow furrowed. That was a number four, maybe a five.

He muttered bitterly under his breath. "Okay, what sleet head thought it would be a good idea to park a skybucket in a controlled flight path."

As he focused on it, calculating his approach and considering whether to waste energy evading or just smash through it and let whatever careless city worker explain the hole to his supervisor, his green eyes narrowed. Something wasn't quite right about the color. A spent rain cloud was usually anywhere from snowy white to a faint dove grey, but this cloud was kind of yellowish tan, more like a dust cloud than coalesced vapor.

As they approached, a pegasus in a bright orange vest hurried skyward to push it out of the way. Soarin gave a nod of grim satisfaction. "Yeah, coffee break's over, bucko..."

He drew in a gasp of air as the weather worker made contact with the cloud and almost immediately started to thrash and flail, his hooves stuck fast to the billowy tan substance as it formed long, ropey strands that wrapped him more tightly the more he struggled, until he was stuck wriggling like a butterfly in a spider's web.

Soarin's eyes went wide and white as he screamed to his partner. "PIP! CRASH DIVE NOW!"

The young stallion's coltish face whipped around in sudden panic. "What!?"

The sky blue pegasus let out a bellow as he rolled into a tight corkscrew flight path that brought him directly underneath Pip, hooking his fore hooves into the straps of the harness and pulling the spotted stallion downward at a sharp angle. Soarin struck like a snake, grasping the handle on the young earth pony's lapel in his teeth and giving it a savage tug, folding the purple and white wings shut with a snap as he tucked his own wings tightly to his sides.

They sailed beneath the dun colored cloud, a long, quavering wail sounding from the depths of Pip's throat as the crowds below gasped in shock and alarm. With a grunt of effort, Soarin spun them so that he was upright with his partner hanging beneath him, unfurling his feathered wings scant seconds before they crashed into the street and sending them skyward with a powerful beat as parasols and fancy hats were scattered into the air like panicked pigeons in their wake.

Soarin's ears laid back as the tone of the crowd's dismay changed to horror, accompanied by a rain like patter of gooey splats coming from the other side of the cloud. This was closely followed by shouts of anger and distress as several of his fellow racers met the fate he'd narrowly avoided.

He let out a sigh and looked down into his companion's coltish face as he realized the young pony was still screaming, curled up into a trembling fetal position in his hooves. He called to him urgently and gave him a slight shake. "Pip! PIP!"

A pair of slightly glazed brown eyes snapped open and met his. "WHAT in Luna's... perfect... face was THAT about?"

Soarin's face settled into a scowl as he scanned the flight path ahead of them. "More trouble with a capital D."

He cast a glance backwards at the receding obstacle, nodding in satisfaction as he saw other flyers evading it. He looked back down into Pip's face. "Lets take a minute, grab a puff, and then go back and see if we can help."

***

A few streets over, Otto Bomb peered out of the window of a black dirigible's gondola through a battered telescope and let out a throaty, gravelly chuckle as he watched a series of winged blurs collide with the tan tinted cloud and become ensnared.

The dwarfish earth pony lowered the glass and gave a gloating, snaggle toothed grin to a small cask marked with a skull and crossbones and stenciled with the words "SOVEREIGN GLUE POWDER". He reached up with a stubby hoof and patted it on the lid, his grin becoming a grimace as the container lifted up off of the floor, stuck fast to the end of his foreleg. A stream of sotto voce curses issued from between gritted teeth as he struggled to shake it loose.

He let out a rattling sigh, allowing the cask to drag on the floor as he turned and engaged the dirigible's phlogiston turbines with his remaining free hoof. The skull and bat festooned airship floated steadily out from behind its concealing billboard and sailed away over the rooftops of Fillydelphia.

***

Soarin coasted to a stop next to Rainbow Dash, Spitfire, and Shootin' Star. Pip followed on close behind, his legs still shaking a bit as he settled into a hover at his teammate's side. The blaze yellow mare was scowling angrily as she surveyed the sticky mess before them, and the rookie stallion seemed a bit on edge as well.

The rainbow maned mare gave her captain a nudge. "See, Cap. I told ya Soarin wouldn't like the color of that cloud anymore than I did." She gave her sky blue former teammate a wink. "Chalk another one up for the weather ponies."

Soarin nodded to her with a smirk, then looked to Spitfire with a serious expression settling on his face. "Is there anything we can do to help?"

She pursed her lips and gave a bitter shake of her head. "Nah. Let emergency services handle this."

She gave a nod downward toward the red wagons gathering below to the sound of wailing sirens beneath a shoal of red jacketed pegasi adorned with white crosses, then looked back at her former teammate and gave a rueful shrug. "No point in any more racers gettin' stuck in this cloud of goop. That's at least two more pegasi teams totally out of the race. Thank Celestia and Luna none of the griffins got caught, or we'd probably pulling somepony loose in pieces."

Her expression darkened. "This is those two maniacs' hoofwork, no doubt about it. They better hope the guard gets their hooves on 'em before I do for what they've done to this race."

Shootin' Star jerked his head toward the course. "Speakin' o' which, can we git a move on? Or are we just gonna float here jawin' with this backbitin' has-been all day?"

A snarl creased Spitfire's face, her voice hissing like a rapidly diminishing fuse. "Rookie... I swear to Celestia if you don't clamp down that wind hole of yours I'm gonna..."

Soarin raised a hoof with a chuckle and cut her off. "Ease off, Cap. No need to get anymore steamed." He cast the younger stallion a pointed glare. "It's just wind, and hardly enough to ruffle my feathers."

Shootin' Star snorted a jet of steam from his nostrils. "I'll ruffle yer feathers, fatsack."

The sky blue veteran flyer rolled his eyes and wheeled away. "Save it for the race, fledgey. See ya in Baltimare, ladies. C'mon Pip."

The young earth pony gave Dash and Spitfire a halting bow and wheeled into formation with his wingpony. Dash threw them a salute, as Spitfire rounded on Shootin' Star, flying in close so her nose touched his, forcing him back slightly away.

Her amber eyes flashed like coals. "You can thank your stars that stallion has more class in his front right fetlock than you've got in your whole body, rookie. You keep opening up that big mouth of yours, one of these days somepony's gonna reach down your gullet and pull your tail out past your tonsils."

Dash was between them before either was aware, a smile on her face and a cheerful tone on her voice. "Hey there, team. I think everypony's gettin' kinda overheated here."

As they turned to face her, she tapped a hoof on her chin. "Y'know, I think I know a good way to cool off, a little airflow. Lets go!"

With that, she vanished, leaving a rainbow silhouette in her place that rapidly tapered into her trademark chromatic contrail. Spitfire and Shootin' Star growled at each other, and lit out after her.

***

Sir Champion was becoming tired and exasperated. He'd been diligently flying at top speed for hours to try and catch up with her solar highness' troublesome team of competing inventors. A moments briefing, some quick signatures on the Pegathalon entry forms countersigned by her highness, and he'd lit out like a shot from a cannon.

He was one of Celestia's top flyers, renowned for his speed and endurance, and to lighten his load he'd divested himself of his golden ceremonial armor in favor of a pair of goggles and the smallest whither pack nestled between his wings with a standard issue royal guard toothbrush, a watercress sandwich to keep his strength up, and a tri-fold gold locket that he never parted with, containing photos of his mother, his wife, and his princess. Normally he wore it over his heart beneath his peytral, but on his back was close enough.

Champion scanned the horizon ahead of him as the city of Fillydelphia loomed over the rolling farmland, hoping for any sign of the black smoke contrails of his newly appointed charges. He'd been hopeful passing over Trotnton, but it had only been some sort of conflagration in a corn field.

He'd had no time to stop and inquire, his goal focused like the tip of a sword on finding and sticking to Professor Destiny and Doctor Insanity like... Well, maybe that wasn't the best metaphor to use after what happened to his poor comrade Paragon.

The muscular white pegasus gave a grudging nod as his stomach rumbled. That and the ache in his wings finally compelled him to acknowledge that even his finely honed body had its needs. He'd stop for a brief rest and a bite to eat on the far side of the city, then wing on toward Baltimare and continue his search. Those pointy headed kooks would have to stop sometime.

The royal guard pony's musings were cut short by some sort of disturbance ahead of him as he sailed between the tall buildings. He squinted his deep blue eyes, trying to make sense of it all.

As he came closer, he realized it was a cloud of some sort, with winged shapes splayed across it and struggling in tangled strands of some sort of gummy substance that appeared to be of the same stuff as the vapors. Red vested pegasi and earth ponies and unicorns on fire wagon ladders were struggling to pull them free.

He drew up short, hovering a few hooves back from the cloud with an incredulously raised eyebrow. "What sort of underhoofed skullduggery is this?"

His ears perked up in alarm as a voice shouted out to him. "Look out!"

A deep, mooing bellow sounded behind him, and he looked over his shoulder to see a massive, shaggy, red furred shape approaching like the engine of a runaway train and sounding rather like one too.

Sir Champion's pupils shrank to pinpricks, and a single word escaped his throat. "Mommy!"

And then the whole world became adhesive.

***

Princess Celestia let out a weary sigh as she took a break from reading a pile of missives stacked high on the mahogany desk before her, and looked out the window at the wooded mountains rolling past outside.

Due to her faithful chariot team being so suddenly and lamentably short hoofed, a private railway car had been hastily arranged for her return to Canterlot rather than wait for a new team to be assembled and sent to Manehattan. While it was a stark departure from her traditional mode of transport, she was willing to admit that traveling by rail had its charms.

Struck by the novelty of it, Princess Luna had joined her, and was currently fast asleep in the curtained off sleeper suite at the end of the car. Celestia often envied her younger sister's ability to fall asleep when and wherever she wished. The steady click clack of the wheels on the tracks was soothing, however, and the sun princess was sorely tempted to doze off herself rather than pore over another trade agreement's fine print. She was a light enough sleeper that it wouldn't take much to wake her. Yes. A cat nap would do her some good.

Just as her eyelids began to drift closed, a silvery bell sounded in the compartment. Drawing herself upright and shaking off the drowsiness, she glanced at the gilded, box like contraption mounted on the desk beside her as its ornate bells chimed again. She smiled to herself, more modern marvels to play with.

There were several similar devices in the palace, but usually one of her unicorn servants was responsible for answering and conveying the message to her in a more traditional fashion. She often found it slightly annoying having a conversation through an intermediary, but protocols were protocols. Here was another tiny silver lining to todays complications.

The golden cone floated off of its carriage before the third ring had completed and settled on the tip of the princess' long, tapering horn. She cocked her head, her rose colored eyes going a bit unfocused. "Greetings, my faithful subject. This is Princess Celestia speaking… No, really, it is..."

***

Princess Luna sat bolt upright, burying the tip of her horn in the mattress above her as she was galvanized by a thunderous exclamation from beyond the velvet curtain dividing the train car. "WHAT!?"

She fluttered her wings and extracted her horn with difficulty, haphazardly shoving her moon embroidered sleep mask off of her eyes with bare hoof. The princess of the night was normally a very deep sleeper, but when she heard her big sister's voice raised that loudly with that particular inflection, she was instantly, urgently awake, and wondering how quickly the Elements of Harmony might be gathered.

Luna rolled out of bed and staggered to the curtain, flinging it aside and blinking in the torrent of sunlight that confronted her. She stood unsteadily, her nebulous, star speckled mane drifting in disheveled whirls around her face and shoulders as she stared at her elder sibling. "Sis! What e'er doth thy stridency betoken?"

Celestia sat stiff backed like an ivory chess queen, a blank expression on her face as the cone drifted back to its cradle, snapping the gilded tines off as it flattened on the desktop and started to dig its outline into the mahogany. She turned her head to face her younger sister, a distant look in her eyes. "That... That was Sir Champion, calling from Fillydelphia."

The dusky princess of the night rubbed an eye with her hoof. "Oh? Dids't... um... did he catch up to your creeps... er... I mean your team?"

The sun's regent shook her head slowly, like the dome of the royal observatory rolling back and forth on its gimbals. "No... He's currently... glued to a buffalo."

Luna's ears laid back as she nodded just as slowly. "Oh..." She cleared her throat. "Shall... shall I have a servant summon Sir Charger?"

Celestia let out a long, shuddering sigh as she raised her hooves and covered her eyes with them, slouching forward over the desk. "I... I'm going to need a moment before you do that."

The princess of the night winced and swallowed hard as flames began to lick out of her elder sister's ears.

***

The unicorn nurse's hooves click clacked on the linoleum as she walked away with the hospital 'phone hovering on a tray. The orderlies went back to swabbing universal solvent solution on a massive, bulky shape that resembled a butterscotch frosted cake gone horribly awry.

Flies Like Thunder rolled his eyes upward to address the pegasus currently adhered atop his head between his curving horns. "Hey paleface! How did She Who Tells The Sun take the news?"

Sir Champion stared past his hooves at the skylight, noting the definite shade of red the sunlight had taken despite it being early afternoon. He tried to shake his head, wincing as his mane held it firmly immobile against the buffalo shaman's scalp. "Not well..."

Part 28 - Any Landing You Can Walk Away From

Rarity made an entrance in her usual style, a vision of fabulousity in white silks and sapphires that reflected the vista of blue waters and fluttering white sails on Horseshoe Bay that filled the panoramic windows of the Ambrosia's forward ballroom. The towers of Baltimare were visible out the starboard side, lit up by the bright morning sun that turned their windows to gleaming gold.

An elegant brunch was being served by pony chefs in spotless white caps and tunics off to one side, but the finely dressed passengers of the massive airship were crowding around a large blackboard mounted on an easel in the opposite corner.

Her curiousity piqued, Rarity plucked an apricot from one of the silver bowls, giving the attendant a warm smile and a bob of her glittering horn, before making her way across to the milling group with the fruit trailing in her wake like a phoenix chick behind its mother. The high class ponies stepped aside and gave her plenty of room, with a murmur of convivial morning greetings.

A faint crease appeared on the unicorn mare's alabaster brow as she saw the board held a list of the race's participants, listed under their teams. She hovered the succulent fruit to her lips and bit into it, chewing pensively as she read. Several names had been struck through, both team names and the names of individuals.

A groan went up from the onlookers as the Zenith Sporting Society was crossed off the list by a unicorn attendant in a blue tunic. Of the top listed pegasi teams, only the Cloudsdale duo and the Wonderbolts were still flying with a full roster. Half of the Los Pegasus team was still active, namely Golden and Granola Bay. The griffon teams had fared much better, both being complete, with only a report of a sprained talon for Guillaume LaFish in the carnage of Manehattan. Of the rest, the negasi from Hollow Groves were still in the running, Lulong the kirin was out, Flies Like Thunder was questionable, depending on how flight worthy he'd be after he'd been de-glued, and Quillina the dragoness and her crew of pegasi hirelings was still in.

Rarity allowed a tiny smirk to flit across her lips at this last name, hidden behind dainty dabs of a napkin. Last night she'd gotten a bit of a report from Twilight about Spike's budding interest in the graceful draconic heiress, which the alabaster mare had found endlessly charming despite the ambivalent tone she could read in her old friend's observations. It was almost enough to make her wish she were down with the crew in the cramped confines of the Friend Ship rather than travelling in high style on the Ambrosia.

While she considered the work she was doing courting potential investors among the elite spectators on the airship to be vitally important to Harmony Aeronautics, the idea of taking a hoof in the romantic affairs of two dragons, especially helping as dear a dragon as her Spikey Wikey court a clearly well bred and brought up young jewel of that ancient race, was just too delicious for her to contemplate.

She suppressed a giggle under the cover of a clearing of her throat, and her expression became businesslike once more as her sapphire eyes settled on two teams separate from the rest of the pack, with odds scrawled out beneath them.

Right now, due to their commanding lead, the nefarious brothers Professor Destiny and Doctor Insanity were the favored contestants in the Royal Charter challenge. There was a lot of gossip about whether they would be disqualified for the shenanigans they'd pulled, although no official statement had been made as of yet. A minor thrill had gone through the airship the prior night as the green flames of their rocket propulsion streaked past and out over the bay, leaving black smoke trails like erratic strokes of ink across a page saturated with reds, oranges, and purples.

It was a tribute to the elegance of Twilight and Apple Bloom's design, as well as her own skill at networking, that there were more bets placed on the dark horse, so to speak. Rarity took a bit of comfort seeing the names P. Squeak and Lt. Soarin clearly written on the board, silently praying that they'd stay there.

The elegant mare was shaken of her reverie by a deep, mannered voice at her side. "Mmmyes, a tad morbid if you ask me, keeping a tally like that, but I suppose our cadre of amateur bookmakers needs to get their... ahem... 'hot tips' from somewhere."

She turned with a cheerful smile to face the imposing unicorn who stood beside her, hovering a monogrammed hoofkerchief in the magic from his prominent horn to clean the lenses of a golden pince nez before settling them on the snowy white bridge of his snout and scrutinizing the blackboard with an air of bemusement. He was the type of stallion upon whom the years rested with dignity, becoming more handsome and distinguished as time added broad white streaks to his mane and lines of care and laughter to his face.

Rarity greeted him fondly, her dulcet voice carrying years of warmth and conviviality for an old friend and patron. "Good morning, Fancy Pants."

She gave him a knowing wink. "I must confess, I'm a trifle surprised to hear as avid a sporting stallion as yourself expressing disinterest in getting a 'piece of the action', as it were..."

The unicorn magnate let out a chuckle, a look of feigned indignation on his face. "Why my dear Rarity, I'm shocked... shocked that you would insinuate such a thing."

He gave a flick of his horn toward the board as a wry smile curled the corner of his lip beneath his tapered mustache. "My bookmaker is a professional of the highest caliber."

Rarity responded with a chuckle of her own. "Ah, and here I would have thought the 'phone in your stateroom was only for sending your affection to your lovely wife and darling children."

Fancy Pants returned her wink. "Who do you think I had placing the bets for me in Canterlot, my dear?"

He let out a sigh. "Although if circumstances permitted I would much prefer to either be there with them or have them here with me. I do miss them so when I travel, but there was nothing I could do. The boys have their classes and Fleur's schedule was simply too tightly packed for her to get away."

His mildly glum expression shifted to a smile that glinted in tandem with his pince nez. "Not that I regret coming along on this junket. This promises to be a supremely fascinating journey."

The alabaster coated mare gave a nod toward the board, steering the subject to more cheerful topics. "So might I take the liberty of asking whom you favor?"

A canny look settled on the dignified stallion's face. "Well, a gentlecolt keeps his cards close to his vest, but let us suffice to say I've lost said vest and the shirt beneath it enough times at the Wonderbolts Derby to a certain mare of my acquaintance to have learned never to bet against her when there's a race ahoof."

Rarity favored him with a scintillating smile of her own. "I'm sure she would be quite gratified to hear it, darling."

Fancy Pants cocked an ear as an announcement came crackling over the speakers. "Attention! The racers have been sighted by our lookouts, and will be passing by in five minutes. I repeat, the racers have been sighted, and will be passing our location in five minutes."

The distinguished stallion gave her a genteel bow, and gestured toward the expansive scene of waves and whitecaps stretching out from the harbor on the airship's port side. "Well, speaking of the race being ahoof, perhaps you'd care to accompany me."

She returned his bow with a curtsey. "I'd be honored, darling. Lead on."

With that, she fell into step beside him as they approached the windows. The milling herd of society ponies parted readily, allowing Fancy Pants and Rarity to step right up to the railing.

There they all waited, the excited chatter subsiding to a tense, murmuring buzz as the expected moment edged closer and closer. A surreal calm, like the serenity before a thunderstorm filled the air, as the spectators held their breath.

The assembly of ponies exploded in cheers and shouts of encouragement, rapping hooves on the boards beneath them as a shoal of brightly colored winged shapes shot past, winding between the sails of the tall ships and making for the open waters of Horseshoe Bay.

Now began the most challenging leg of the Pegathalon, a long stretch over the waves, followed by the trackless woods of the Haysead and then skirting the dreaded Badlands over the Macintosh Hills. The next time the racers touched hooves down in civilized lands would be in distant Appleloosa, in preparation for a grueling leg over the arid expanse of the San Palomino desert.

Rarity floated her opera glasses to her eyes and picked out the purple, deep blue, and white of the Luna moth. She whispered to herself under the nattering of the crowd. "Luna and Celestia speed you on your way, darlings..."

***

The waves and swells surged far below Pip and Soarin's hooves as they lanced through the bright morning sky, the wind whistling past their ears as the smell of salt and fresh air filled their nostrils.

The sky blue pegasus took an occasional glance at his youthful partner, always gauging what he saw with a formation flyer's eye. Pip seemed rattled, a bit tentative, a bit preoccupied.

The team had camped out a short distance up the coast from Baltimare, getting a good dinner and ostensibly a good night's rest. Soarin had corraled a loose cloud and settled in, keyed up from the day's events. Only the promise of dreams featuring a spice and apple scented kitchen and the golden haired mare who kept those home fires burning had dragged him off to a blissful sleep.

He'd snapped awake with the dawn the following morning. After an intense round of air cav calisthenics and a brief warmup flight over the rural coastline of southeastern Equestria, he'd returned to camp to check on his team mates, hoping they were awake enough to get breakfast going. The mares had bedded down in the Friend Ship's gondola, while Pip and Spike had laid out beside a warm fire that the young dragon had whipped up the night before. His stomach rumbled softly as he found them all still asleep.

Spike was sleeping like a log, and snoring like one too if the log were hollowed out and a drum roll struck up on it with mallets. Pip, on the other hoof, gave the veteran flyer pause as he hovered softly overhead. The young stallion laid curled up on his side, whimpering softly in his sleep as his hooves fitfully twitched. Soarin had almost been tempted to float down and shake him awake, but decided against it. Any sleep, even troubled sleep, would serve the spotted earth pony in good stead as they flew over Horseshoe Bay.

He'd asked Pip about what he was dreaming about after the camp had stirred to wakefulness and gone drowsily about their morning preparations. The young stallion had said he didn't remember, but there was a haunted look in his eyes, made graver by the dark bags and still healing shiner he'd received in Manehattan. His movements seemed almost mechanical, as if he were just going through the motions as they got ready to set out.

All these thoughts and observations settled in Soarin's mind like clouds crawling across a high pressure front, with darkening thunderheads approaching behind them with a low cadence of thunder trailing in their wake.

He pushed a smile onto his face as Pip glanced in his direction. "Hey Pip, how's it handlin'?" He silently gave thanks that Doctor Sparkle's "Just Between Us" spell allowed him to inject a little warmth into his tone rather than shout the question over the howling wind.

The spotted test pony gave him a grey smile. "Steady as she goes, old sock. Steady as she goes."

Soarin gave a nod and widened his own smile. "Good. We've got a lotta leagues ahead of us, so let me know if you feel tired or anything."

Pip replied with a strained chuckle. "Not likely, mate. The wings are doing all the work, I'm just hanging from 'em like laundry."

The sky blue pegasus laughed, but his reply faded on his lips as another figure soared into his sights beyond Pip, flying on his nine. It was a speckled, greasy looking griffin in threadbare work clothes sporting a red plaid bandanna and a necklace of shark and whale teeth that matched the gap toothed grin he gave the two ponies.

A rustle of wings on Soarin's three o' clock caused him to look and see another griffin decked out in the same fashion, a sneer of tense expectation on his wickedly beaked face. He remembered Twilight mentioning them in the briefing in Manehattan. The LaFish brothers? Seemed like kind of a sketchy bunch when he saw them at the starting line.

The smiling griffon gave them a wave with a taloned fore claw. "Good day, mes amis!"

Pip shared a quizzical glance with Soarin, then called out to the creature at his wing. "Er... Hello?!"

The veteran pegasus cocked an eyebrow and called to the griffin. "What do you guys want?"

The grinning LaFish brother gave them an earnest look. "Mes freres and me, we just want you to know, this thing we gonna do, it isn't personal or nothin', eh? It's just business, okay? Okay, then."

With that, he and his brother wheeled away to either side, as Soarin and Pip looked at each other uneasily.

A piercing cry split the air as a third griffin dropped like a striking hawk from above, slamming with his hind legs into Pip's back with a groan and crunch of snapping wood and raking the purple wings of the Luna Moth with his scaly yellow talons. The young stallion's rising shriek of terror rang out accompanied by a sickening sound of ripping cloth.

Soarin' gritted his teeth with an ozone tinged pegasi curse and bunched his hind legs, lashing out backwards with his rear hooves to connect with beak, bone, and sinew. A clipped squawk sounded as talons raked a glancing blow across his flanks leaving hot pinstripes of sharp pain in their wake, followed by a dusting of loose feathers in the air around him. He dared a split second glance over his shoulder to see a feline body tumbling, clutching at its face as it plummeted.

He shouldered into a barrel roll toward Pip as the griffin on his back raised his clawed forelegs for another raking blow. The young earth pony was staring wide eyed with terror at his attacker as they hurtled forward in an erratic tailspin.

The sky blue pegasus plowed into the speckled hybrid predator with his fore hooves braced like battering rams, carrying the shrieking attacker off of the stricken earth pony's back into a headlong free fall toward the waves below. The griffon regained his wits with avian rapidity and gripped Soarin's shoulders in his talons, digging in with more pointed incisions as he brought his clawed rear legs up to kick at the pegasus' belly.

The former Wonderbolt was faster, and lashed out with a rear hoof, connecting a bit below his foe's leonine breadbasket. A sound somewhere between a bell struck by a hammer and a walnut shell crunching seemed to ring out as the griffon's eyes bulged and went crossed, his whole spine going stiff from his withers to the tip of his tufted tail.

Soarin shrugged out of the griffon's nerveless grasp with a forceful shove of his fore hooves and wheeled to bellow up at his companion. "FLY FOR IT, PIP! I'LL HOLD 'EM OFF!"

The young earth pony struggled to level out and come to a stop, daylight visible through the rents in his purple cloth wings as he hovered unsteadily with his legs dangling stiffly beneath him. Soarin cursed under his breath, uncertain as to whether Pip was looking at or through him.

He caught sight of the LaFish brother he'd bucked in the beak recovering from his fall and wheeling for another strike from below. About ten yards up the formerly smiling griffon who'd addressed them was watching the battle with a frown on his face, clutching one of his taloned forelegs to his feathered chest. The veteran pegasus let out a snort as he gauged the reticent LaFish's potential actions. He seemed uncommitted, a coward among cowards.

A chill shot up Soarin's spine as the voice of the third griffin rang out, sounding a bit more in the peregrine falcon range than a lion or eagle. "Gillaume! Get the little one before he gets away! Stop letting us do all the work, eh?"

The sky blue pegasus summoned a roar from the tips of his hooves and lashing tail that cracked across the boundless waves below like the report from a thunderstrike. "PIP! GO!"

A shock ran through the young stallion's frame as he jolted into action, flailing in the air with his hooves as he made a break for it with purple tatters trailing from his winged harness.

Soarin beat his wings in a steep climb as he moved to intercept the formerly smiling griffin, who'd launched into a dive toward Pip's fleeing form with a single claw outstretched. He felt his heart go cold, knowing in its depths that he wasn't going to clear the distance in time as he subconsciously calculated the vectors with his pegasi instincts.

A harsh cry rent the air, as a dark winged shape struck Gillaume LaFish from above, driving him downward like a bit of cloth wrapped around a stone. Soarin nearly threw his back out screeching to a midair stop, an impression of the sun glinting off of a steel helmet and red tipped plumage shooting past like the point and fletching of an arrow. The winged newcomer broke away and leveled off, canting into a long, lazy upward curve as the spotted griffin tumbled like a limp limbed ragdoll and splashed down in a blossom of spray and foam far below.

Soarin gave a clipped cry and spun as a surge of wingwash blew past behind him on a downward vector. He looked down to see a burly, black tunic clad griffin bearing down on the wide eyed figure of the LaFish brother he'd kicked in the nethers. He winced at the impact as the newcomer connected with his target in an explosion of speckled feathers, and then another feathered and furred body was dropping bonelessly toward the waves.

His head whipped around at the sound of the third brother's ragged voice calling out in dismay. "Gaston! Gillaume! Zut alors!" The scrawny brigand was so distracted by his brothers' plight that he hadn't noticed the whiplike figure of a female griffin diving toward him, her hawk like eyes narrowed beneath the aerodynamic crest of her helmet. A moment later, the thud of a midair collision, and the final LaFish brother was on his way down in a daze.

Soarin hung in the air, wobbling a bit on his wings as the adrenaline faded to an all over body shiver. A stern faced griffin with bright red tips on his reddish brown wings rose up into a casual hover before him. A smirk stretched the pink, lightning-like scar on the left side of his face as he fished in the pocket of his tunic and brought out a monocle, which he set in his right eye socket. He regarded the sky blue pegasus before him with an appraising glance, saying nothing.

Soarin finally broke the silence with a halting voice. "B-baron Redtail, right? Th-thanks, your... uh... your excellency."

The griffin cocked his head, then barked over his shoulder at his servants. "Gunther! Clean up the dregs! Greta! First aid!"

He leveled his glinting gaze on the shaken stallion. "I did not do this for you, Vunderbolt. I did this for my people's honor. I vill not have these treacherous sons of vultures and catamounts disgracing our proud heritage."

He cast a disdainful glance as his burly male servant rose ponderously into the air with three limp, dripping figures hanging by their tails from his taloned grip. He snapped a clawed finger. "Take them back to Baltimare and give them to the pony authorities. They transgressed pony rules, they vill face pony justice. Ve vill rendezvous in the Macintosh Hills."

Gunther gave a curt bow and wheeled in the air, dragging the unconscious LaFish brothers behind him in the direction of the port city they'd left behind earlier that morning.

Soarin met the Baron's gaze. "Well, your excellency, whatever your reasons, I owe you one." He glanced toward the opposite horizon, the tiny figure of Pip rapidly vanishing in the distance in an erratic, headlong flight. "Now if you'll pardon me, I need to catch up with my partner."

He let out a yelp as he was suddenly grabbed by the scruff of his neck and shoved face down into a puff of cloud as a harsh female voice spoke up. "You go novhere until I see to these vounds, pony."

He let out a slightly higher pitched yelp as a pair of cold, taloned hands began to dab at his flanks with something that stung and smelled acridly chemical. Soarin craned his neck and looked past his splayed wings to see the griffin female swabbing streaks of blood away from shallow, parallel slashes across his cutie marks. He blinked in dumb amazement, realizing he'd taken some damage in that scuffle.

His head whipped around as the Baron's thoughtful voice chimed in. "You say you owe me vun, Very well. I vill accept a duel as repayment."

The pegasus stallion's eyes widened, his pupils shrinking to pinpricks. "What?"

An avid smile further scrunched up the griffin noble's scar. "Yes. Long have I dreamed of matching my skills against vun of Equestria's famous Vunderbolts. That vill be quite satisfactory."

Soarin struggled to push himself up off of the cloud, only to find himself roughly shoved back down. He looked back frantically at the sound of cloth tearing to see Greta had slashed the sleeve of his flight jacket open with a talon and was applying more stinging antiseptic to the bleeding puncture wounds in his shoulder.

He dithered, before turning his stunned attention back toward the Baron and stammering a reply. "H-hey... Ow! Hey! Wait... Wait a sleet buckin' minute here! I'm... Ow! I'm retired! I'm not a Vunder... I mean a Wonderbolt anymore!"

The red crested griffin gave an airy wave of a claw. "You fly like vun. You fight like vun. That is all that matters. I do not care vhat uniform you vear, all I vant is a duel vith a flyer of your obvious skill."

The sky blue pegasus waved a forelegs in exasperation. "Well, we're both kind of busy at the moment, don't ya think?"

He let out another yelp as Greta's freezing cold talons wrapped around the one she'd been working on and dragged it forcibly back down to the cloud, almost rolling him onto his side. "Ow! hey watch it, lady!"

She gave him a smack on the flank that sent needles of pain straight to his spine and a blush to his cheeks. "Quit skvirming!"

The Baron tapped a claw to his chin in thought. "Yes. You have a point. Ve are already engaged in a contest. Not vun of skill but of endurance, though. You're in no shape to face me now, and ve vill both be a bit shagged out after flying over the vilderness ahead of us."

His beetle brow furrowed over his monocle. "I vould vant to face you at your best. You must have time to prepare."

He gave a decisive nod. "Yes. Ve vill postpone our duel until ve reach Vanhoover. The easy flight up from Los Pegasus should give us both time to refresh ourselves. And the mountains vill be a more suitable backdrop at any rate."

Soarin scowled at the griffin noble. "Hey, I haven't agreed to this yet. What if I refuse?"

The griffin's face bore a mirthless smile as he leaned in, fixing Soarin with his glittering eagle's gaze. "Vhat indeed, my little pony? Vhat... indeed..."

Soarin's head whipped around to the harsh sound of canvas ripping as Greta moved to his other side and tore open his other sleeve. "Hey! Quit that!"

He turned his attention back to Redtail, wincing as she applied more antiseptic to his shoulder. "You're nuts!"

The griffon casually examined the tips of his talons. "And you, as you said, owe me vun. So vhat vill it be, Vunderbolt?"

The pegasus stallion snorted through his nostrils. "My name is Soarin. Lieutenant Soarin, to you. And ya know what? I will take you on, just to teach you what kind of cyclone you're bucking when you throw down on the 'Bolts."

The Baron threw back his head and gave a bark of laughter. "HA! Vell spoken, Lieutenant Soarin." He extended a claw. "I look forvard to facing you on the field of honor."

Soarin snarled back as Greta finally allowed him to push up into a seated position. "And I look forward to shoving that smug face of yours down your gizzard." He took the griffin's talon and gave it a firm shake.

Redtail chuckled, removing his monocle and pushing it back into the pocket of his tunic. "Ah Lieutenant, already you have spiced up this bland bankvet of a race for me. I vill see you in Vanhoofer."

He wheeled with a triumphant cry and soared away over the rippling blue expanse of the bay. Greta gave Soarin a curt bow and followed her master, slinging her first aid kit onto her back as she fell into formation.

Soarin let out another snort, then slouched in his seat on the small puff of cloud as he let out a shudder and brought his hooves to his forehead. "Sweet Celestia's immaculate undercarriage, what the thunder did I just get myself into? AJ's gonna trample me into fertilizer for this."

He spent a minute breathing rapidly in and out, before shaking it off and taking a look around. "Okay, get it together sleet head. One problem at a time. Where'd Pip get to?"

He scanned the horizon, his brow furrowing with concern as he saw no sign of the young pony. With a sigh, he craned his neck back and fumbled at the flap of his backpack. After a moment of rooting around inside, he produced one of the emergency flares that Doctor Sparkle had formulated in her alchemy lab. Biting down on the fuse cap, he gave it a tug, then held it away from his face as it fired a sparkling projectile skyward.

***

Twilight was taking a reading with her astrolabe on the Friend Ship's front platform when her attention was drawn by a flash over the horizon. She looked up to see a glittering firework explode into the shape of a pink, six pointed star, then turn into a blue diamond, then a globular red outline of an apple, before finally resolving into a bright orange arrow pointing downward toward the source of the flare.

Apple Bloom was suddenly at her side, her hooves hooked over the railing and her amber eyes wide with alarm. "That's th' distress signal, ain't it?"

Twilight nodded, a note of concern on her voice. "Yeah, it is. Power up the turbines, I'm gonna adjust our heading." She wheeled away to head through the hatch into the cabin. "Spike! Give us some fire. We need to gain some altitude!"

***

They drifted up to find Soarin sitting morosely on a tiny puff of cloud, dried blood streaking his sky blue coat and his canvas jacket hanging in tatters.

Twilight was at the railing with a look of shock and alarm on her face, her eyes wide and her ears laid back. "Merciful princesses, what happened?"

Apple Bloom joined her, her pale yellow features going a shade whiter. "Where's Pip?"

The sky blue pegasus sighed wearily. "Dunno. I was hoping he'd see the flare and come back by now."

He held up a hoof to silence a torrent of questions. "We got jumped by the LaFish brothers. Don't ask me why. Baron Redtail and his crew took 'em out, but not before they did some damage, as you can see."

He gave a rueful nod toward the western horizon. "Pip got away, but I dunno how far he made it 'cos the Moth kinda took a beating."

Before Twilight could gather her thoughts to respond, the sound of a bell rang out from the Friend Ship's cabin. She wheeled and ducked inside, plucking the bakelite cone off of the 'phone receiver and perching it on her horn.

***

Rarity stood anxiously beside the 'phone in her stateroom, her elegant hat discarded on the bed as she bounced on the tips of her diamond shod hooves. A look of relief washed over her alabaster features as the cone on her horn flickered with purple light. "Twilight! What's going on? I was at tea with Lady Opulence and Fancy Pants when I saw the distress flare go up. What? What do you... WhaaHAAAH!"

She let out a trilling scream as a burst of magic and displaced air popped forth a lavender unicorn mare with a panicked expression on her face. "Rarity! We need you on the Friend Ship right now!"

Before the alabaster fashion designer could stutter a response she and Twilight vanished in two more bursts of magical energy, leaving the gilded cone to drop against the wall of the cabin and dangle at the end of its cord.

***

Twilight landed on her hooves on the platform as she winked back to the Friend Ship. Rarity appeared at her side with a squawk, landing on her soot stained face between the scholarly mare and Apple Bloom with her alabaster rump and frazzled violet tail in the air. She began to curse in a thoroughly ladylike fashion as she thrashed and kicked and struggled to regain her hooves.

The surprisingly well enunciated invective died on her lips as she caught sight of Soarin. She surged to the railing, shoving a stray curl out of her eyes as they went wide with alarm. "Darling! You look awful! What happened?"

The sky blue pegasus gave her a rueful grin as he climbed painfully to his hooves on the little cloud. "You ought to see the other guys."

Twilight turned to her business partner with a grave expression. "They got attacked. Pip's missing. We need you to help us find him, and probably lend a hoof with repairs on the harness when we do."

Apple Bloom spoke up in a small, trembling voice. "If'n we do find him."

Twilight fixed her with a glare. "When we do."

She turned back to Rarity. "I can beat you on range and depth, but your gem finding is so much more sensitive than mine, if we link up our wavelengths we should be able to pinpoint that amethyst you sewed into the hem of his jacket."

Apple Bloom looked at the two unicorn mares with a cocked eyebrow. "The what now?"

Rarity gave a toss of her mane. "Oh, well it was just a little idea I had while we were getting ready for the race. It was more for good luck than anything."

She gave her partner a smile. "I only mentioned it to Twilight in passing. I'm always impressed with your memory for tiny details, darling."

The scholarly mare nodded back to her and wheeled away from the railing toward the cabin. "Well, lets just hope it works. Apple Bloom, where are your wire cutters?"

***

Moments later the purple balloon was sailing along with turbines at full power. Spike and Soarin coasted along ahead of it scanning the waves for any sign of Harmony Aeronautics' wayward test pony. Twilight and Rarity stood with their hooves over the rail with their faces scrunched up in concentration. The bakelite cone from the 'phone perched on the alabaster fashionista's horn, with the partially stripped cord trailing from the lavender scholar's, bare copper winding around the spiral groove and sparking with purple magic. Apple Bloom stood at the wheel, an anxious expression on her youthful features as she steered the craft in response to Rarity's directions.

As the far coast of Horseshoe Bay came into view, Soarin called out to the Friend Ship and wheeled into a dive toward the ocean. The others watched intently as he grabbed something from the waves and circled back up to the balloon in a long, lazy arc.

Rarity let out a gasp and raised a hoof to her mouth as Twilight's ears laid back. Apple Bloom shouldered her way to the railing between them, ducking beneath the wire as she craned her neck to see. "What? What is it?"

In Soarin's fore hooves he clenched the rear lobe from the Luna Moth's right wing, cracked at the connection point with its spars visible through the tattered purple fabric. A wail of horror escaped from Apple Bloom's throat as she slumped back on her haunches, a ragged sob surging up her throat. She covered her eyes, her tears streaming around her hooves.

Rarity leaned far forward to peer over the railing, going up on tip hooves on her hind legs with a look of intense concentration on her face. "I'm not getting a contact down there."

She jerked her gaze forward and pointed with a fore hoof. "It's that way, toward land! Forward!"

Twilight bobbed her head and took hold of the telescope, pointing it in the direction Rarity had indicated. She hiked her tail as she called out urgently. "I see the rest of it! There, on the beach!"

She turned and gave Apple Bloom a shove. "Get to the tiller! Go!"

Galvanized from her misery, the young mare scrabbled to her hooves and galloped into the cabin, grasping the wheel and opening up the throttle on the balloon's turbines.

***

Soarin and Spike landed on the beach with a light quartet of taps and a heavy thud, and hurried over to where the flattened butterfly wings of the Luna Moth lay splayed on the beach, the rich purples, blues, and whites standing out against the yellow beige of the sand. The tangled straps of the harness lay like a bundle of flotsam seaweed, some snapped and some unbuckled.

The sky blue pegasus bent down and examined the battered, broken flying machine. "Well, he made it to shore alive from the look of things."

He cocked his head curiously as his adolescent dragon companion spoke up. "Yeah, I'd say. Gross!"

Spike pointed to a fetid puddle of half digested breakfast he'd discovered a few hooves up the beach from the fallen harness. The young dragon kicked sand over the mess and trotted toward the breakers as the Friend Ship came drifting down for a landing. He flapped his leathery wings in a leap as he caught a rope tossed to him by Twilight.

Soarin's attention was drawn to something else lying up the beach. He walked toward it with his brow furrowed, as he heard three sets of mares' hooves striking the sand one after another behind him.

As the pegasus stallion approached, he saw that it was Pip's flight helmet, the chin strap snapped, with his discarded brass goggles lying beside it. A few steps beyond, he saw the young pony's purple scarf, and beyond that, almost blending into the sand, his flight jacket, lying crumpled alongside a weaving, stumbling trail of hoof prints. The erratic path disappeared at the edge of the woods that rustled softly in the breeze coming off the water.

He walked over to it and turned it open with a hoof. The lapel pocket was empty. Wherever he'd gone, Pip had taken the feather that the veteran flyer had given him for luck.

Soarin raised his head as he became aware of Rarity standing at his side, her horn glittering with pale blue magic. She raised a hoof to her mouth in dismay. "Oh dear. Here's his jacket! I can sense the amethyst. And there's his backpack, and his scarf! Oh dear oh dear, why would the poor colt wander off without a stitch of clothing on his back?"

Twilight's voice was solemn as she came up beside her business partner. "Um... Rarity, ponies don't normally wear clo..."

The alabaster fashion designer cut her off with a stomp of her hoof. "I KNOW! All right? I know! Can we please move on?"

Apple Bloom trotted past them and stopped at the edge of the woods. "He went in here. C'mon!" She turned and called into the dim, sun dappled gallery of trees beyond. "Pip! Where are ya, Pip?"

The others exchanged a glance, and followed her, calling out the young stallion's name as well. Twilight glanced over her shoulder at Spike. "Go back and watch the balloon, we'll be back when we find him."

The young dragon gave a nod, well aware from the tone of her voice that she'd brook no argument. "I'll dig out the first aid kit."

A few steps into the woods, Apple Bloom raised a hoof for silence. "Quiet, y'all. Just let me take a lissen t' these here trees..." The pegasus and two unicorns fell quiet, their own ears straining as the young earth pony mare closed her eyes and inhaled and exhaled a deep breath through her nostrils. She scuffed at the soft, mossy ground with a hoof, absently flicking her tail.

Her amber eyes snapped open, and she nodded past the clearing to a mass of foliage beyond. "There!"

They found Pip curled up beneath a large juniper bush, shivering and sobbing softly to himself like a lost foal. Soarin's sky blue feather was clenched tightly between his fore hooves and clutched to his heaving chest.

A flinch coursed through his body as Apple Bloom reached a shaking hoof out and laid it on his shoulder. His eyes snapped open, coming into focus as he met her gaze. She let out a sob of her own as she took him to her breast, gasping as he surged up onto his haunches and wrapped his forelegs around her in a tight embrace.

His voice was a ragged croak as he let her rock him back and forth. "I'm sorry. I'm so sorry. I'm sorry about everything..."

***

Soon they'd gathered on the beach. Soarin and Spike busied themselves setting up a rudimentary campsite, piling some wood for a dragon lit fire and breaking out some food and drink from the balloon's stores. Rarity and Twilight busied themselves doing triage on the wreckage of the Luna Moth, sitting mournfully in the sand over the shattered wings and examining the tears in the fabric and the broken framework. Pip sat a short distance away wrapped in a blanket, staring numbly out to sea with Apple Bloom at his side, her head on his shoulder.

Presently, Soarin approached the young earth ponies. He laid a gentle hoof on the red maned mare's shoulder. "Uh, hey Apple Bloom, Twilight and Rarity could really use your help with the harness."

She looked up at him with glistening, red rimmed eyes. "But... Pip..."

He leaned in to whisper in her ear. "Go fix his wings. Let me take a pass at fixing his head. Then maybe you can get to work on his heart. Okay?"

Reluctantly, the handymare got to her hooves and made her way over to where the unicorns stood, casting uncertain glances over her shoulder as she went. Pip cast a longing glance after her, eventually pulling his gaze away to stare at the breakers once again.

Soarin' rustled his wings as he took a seat next to the young stallion. He looked over at Pip's coltish profile, the spotted pony's ears drooping, his shock of brown mane tangled and limp across his furrowed brow, tracks blazed by tears through the dirt on his cheeks.

The veteran flyer cleared his throat and spoke up in a gentle voice. "Y'wanna talk about it?"

Pip sighed. "What's to say? I've gone and made a ruddy great muddle of everything. That's all I seem to do no matter how hard I try."

He drew the blanket tighter around his shoulders and stared at the sand. "I try to go out and make my mark on the world, and I wind up back home sweeping out chimneys. I try to be bold, and the first sign of real trouble I freeze up and you have to drag me out of it. I try to be brave, and I leave you in the jaws of danger while I tuck tail and run crying like a little foal. I try to be a gentlecolt, and wind up carelessly trampling the feelings of the only mare who's ever shown any interest in me."

Soarin blinked at that last one, but shook it off and decided now wasn't the time to go into it. He flicked an ear as he slowly nodded. "So now what?"

Pip's brow furrowed, and he looked at the sky blue flyer out of the corner of his eye. "Not sure I follow you there, mate."

Soarin shrugged. "So you tried, and for lots of reasons it didn't work out. What next? Give up? Stop trying? Don't you still want to make your mark? Do you not want to be a brave, bold, gentlecolt anymore?"

Pip hung his head. "I don't know. I used to think I had a firm grip on it all. Chin up, grin up, carry on with a song and all that rot. Then I find out I've been going about it all wrong and ponies I care about start getting hurt, and I start wondering if it all isn't just a jolly mask hiding a lot of quiet desperation and failure."

Soarin rolled his eyes. "Don't talk to me about failure 'til you've fallen as far as I have, kid. Hasn't been too long since I was nothin' but a washed up bum blubbering into my gut 'cos I couldn't hack it as a big flashy carnival hero. I couldn't even see the top of my crater, I was so low. And don't talk to me about masks. Mine was blue and yellow with lightning bolts on it, and it got ripped off like a flag in a cyclone when I let my rump get too big to squeeze into the bodysuit that went with it."

He fixed the young stallion with an earnest green eyed gaze. "Then this wonderful mare said to me: 'When ya hit the ground, ya get up and get at it again.' And she didn't say that for the sake of the suit, or the stunts, or the celebrity. That stuff comes and goes like drizzle. It's a soap bubble in a strong wind, beautiful while it lasts but gone in a pop."

He wrapped a wing around Pip's shoulders. "She said it 'cos the pony inside the suit is what needs to keep goin'. A pony with legs that need to stand, wings that need to stretch out and fly, and a heart that needs to keep beating. A pony that cares for other ponies with that heart, and wants to be the best pony they can be, even when it seems like it's really hard to pull off."

He nodded over his shoulder toward where Rarity, Twilight, and Apple Bloom were working on the harness. "I think you might have a wonderful mare like that who wants to care about this pony." He gently poked the young stallion in the chest. "But you gotta quit worrying about keeping up the mask and show her that heart of yours."'

Pip gave him a sheepish sidelong look. "But... but what if I muck it all up again?"

Soarin shrugged. "Then you patch up what you can, learn from your mistakes, and get back at it."

He nodded down toward Pip's side where his cutie mark would be under the blanket. "How do you suppose that flag got on top of that mountain on your flank? Do you think a pegasus flew it up there? Or maybe a unicorn winked it up to the top with their magic."

He smiled as he shook his head. " No way. Somepony, probably somepony very much like you since it's your cutie mark, had to climb up that mountain step by step until they reached the top. Maybe they slipped a few times. Maybe they rolled all the way back down and wound up with a sore tail and a lump on their head. But there's that flag there, so obviously the mountain wasn't too tall to climb, and they wanted to plant that flag bad enough that they eventually made it all the way."

Soarin folded his wing and stood, extending a hoof to Pip with a smile. "What do ya say, Pip? You wanna dust off and get climbing again?"

The young earth pony got to his hooves and accepted the pegasus' hoofshake, a tentative glimmer stealing into his smile as he did so. "Yes, my dear chum, I do believe I'd like to give it another go."

As they turned and made their way toward the little conference of mares, Apple Bloom looked up and waved to them with a hopeful smile. "Hey fellers! Good news! Th' damage ain't so bad as all that, and we reckon with a l'il work it can be fixed up right proper!"

Pip cleared his throat, shared a glance with a grinning Soarin, and stepped forward with the blanket draped across his withers like a penitent's cloak. "Er... yes. Miss... Um. Apple Bloom, on that note, would you care to talk in private for a moment?"

Rarity and Twilight looked at Soarin with a searching gaze as the two young earth ponies trotted a short distance down the beach together and began an earnest conversation.

Twilight cocked an eyebrow toward him. "So what's the forecast, mister weather pony?"

Before he could reply Rarity let out a silvery chuckle and bobbed her horn toward Apple Bloom and Pip. "Seems like sunny skies to me, darling."

The young stallion and mare were standing face to face, their necks arched forward in a tender kiss, as the clouds blew out to sea overhead.

The older ponies all shared a smile, then turned their attention to repairing the winged harness.

Part 29 - Headed South

A murky haze nestled among the dense clumps of dun colored foliage in the southern reaches of the Haysead Swamps, obscuring vision beyond a pony length away for the two scrawny unicorns. They sat back to back in the mud beneath a pair of bat winged contraptions that had been propped up on half rotted tree branches to provide them with a modicum of shelter from the constant drip of moisture from the low, yellow grey clouds overhead.

All around them, the vine choked, twisted outlines of trees echoed with unidentifiable animal calls, along with the ever present sound of water spattering on leaves. A quartet of spent rocket motors lay discarded in a nearby puddle, their payload of magical fire long since burned out leaving them cold, hollow shells.

Doctor Insanity let out a huff and tried to wipe condensation from his spectacles with a damp, muddy hoofkerchief for the umpteenth time, only succeeding in smearing around the layer of filth already on the lenses as he scowled over his shoulder. "Keep flying, you said. I know where I'm going even in the dark, you said. I should have known not to listen to you. You couldn't find your own rump with a map for a cutie mark. We're miles off course based on my calculations. Miles!"

Professor Destiny snarled back at his brother. "You didn't have any complaints when we passed through Baltimare. Would you rather we'd stopped half way over Horseshoe Bay and spent all night doggie paddling?"

The bespectacled unicorn grimaced petulantly. "It probably would have been less damp and miserable than this. I'm probably going to get trench hoof."

The mustachioed stallion ground his teeth. "You'll get hoof in mouth from me if you don't stop your interminable whining."

Insanity flicked a sodden ear and rolled his eyes. As he opened his mouth to respond, a low, burbling growl sounded from the dripping foliage around them. Both unicorns drew closer together, their eyes going wide as the greyish outline of something serpentine with bat wings rustled the bushes in the mist, clucking to itself.

The ersatz doctor's voice came in a harsh whisper. "P-perhaps it would further behoove us both to be quiet for a while, brother..."

***

Sir Charger stood at parade rest in the waiting room of Fillidelphia General, waiting patiently for Sir Champion to be released. He'd been dispatched with orders from his eternal mistress to relieve his comrade of his escort duty for the pair of unhinged unicorns who'd been responsible for putting two more of his fellow guard ponies in the hospital. In the crook of his wing he carried a bouquet of daffodils and a sympathy card from her solar highness as well.

He turned with perked ears as the double doors swung open, and a pegasus stallion was wheeled out on a wheelchair by a burly earth pony orderly. As soon as they made eye contact, Sir Charger's stoic, royal guard demeanor was put to the ultimate test, as his lips began to squirm and crawl across his muzzle and he fought back the urge to bray with laughter.

The nurse at the front desk had informed him that while his fellow guard pony was otherwise unharmed, the alchemical reaction from the universal solvent solution had done some strange things to the hair follicles of Champion's coat, mane, and tail. Nevertheless, Charger had not been prepared for... for this.

He raised a hoof in a salute to his comrade. "Hello, Champ... you're... you're looking... good..."

Sir Champion scowled a black scowl, or what would have been a black scowl were his coat and plumage not a bright, blaring pink. Any impression of menace his mien would have carried was belied by an overall impression of frizzy fluffiness. He looked like a big, surly plush toy. "Shut up, Charger."

The smirking royal guard craned his neck back and grasped the bouquet in his teeth, a low, hissing snort straining to be set free from his nostrils. He fought back hard against his mirth as he proffered it to his stricken harness partner. Champion took the flowers from him with a growl.

An elderly earth pony mare making her way through the waiting room with her husband at her side turned to the wizened stallion with a fond smile as they passed the two guards by. "Isn't that sweet? That nice soldier is giving his marefriend flowers."

Champion's ears drooped as Charger fell into step beside his wheelchair, the strangled sound of his drawn out snort becoming louder. The pink, frizzy pegasus slouched in the chair and covered his eyes with his hooves. "Shut UP, Charger."

The snowy white stallion cleared his throat, the innocent tone of his voice belied by the battle to stay impassive playing across his features. "I didn't say a thing."

He reached under his wing and produced the card, which he set in his comrade's lap. "Here's a card from her highness. She sends her thanks and her fond regards and hopes you'll soon be in the p-pink of health." He bit his lip and looked away, tears beginning to pool at the corners of his eyes.

Icicles could almost be seen hanging from Champion's voice, as a trail of black smoke started to rise from the fluffy pink puff of his forelock. "Shut... up... Charger..."

The pale plumaged stallion gave a strained cough, forcing himself into a businesslike demeanor. "Moving... moving on to official matters, her highness has also sent me with orders to take over escorting her sponsored team in the Pegathalon."

Champion's expression darkened further, and he took a vehement bite out of his bouquet, chewing and swallowing the succulent blossoms before shaking the remaining stems angrily at his comrade. "Those two maniacs need to be escorted to a dungeon! There have been several incidents that can only be called attacks on the participants of this race, and I'll bet my bottom bit that those two are behind it all."

Charger cocked an eyebrow. "Can you prove these allegations?"

The pink plumaged pegasus bit off a couple more blossoms and fixed his comrade with a wild eyed glare. "Look at me, Charger..."

He jabbed a hoof in the other stallion's face as his snowy features screwed up with repressed laughter. "...and shut up."

He tossed the stems into a waste basket as they rolled out the doors into the clear morning sun. "I'm living proof of those lunatics' shenanigans. How does a cloud that just happens to be in the race course wind up seeded with sovereign glue? The same kind of glue that stuck poor Paladin's hoof to a lit rocket and sent him on a one way trip to traction town."

He pushed himself up out of the wheelchair, his fluffy pink wings flaring for emphasis. "And speaking of rockets, that scaly deer thing from the far east got blown up by a fusillade of the loopty loopin' things over a corn field outside Trotnton. I talked to several eyewitnesses who saw it go down."

Charger swallowed his mirth with difficulty and stroked his chin with a hoof as the orderly gave them a nod and rolled the wheelchair back inside. The snowy pegasus assumed a serious tone of voice. "Sounds like my mission's changing, from escort to arrest."

Champion drew himself up, puffing out his frizzy pink chest. "OUR mission! I'm coming with you!"

His comrade gave a strained cough. "Uh, I dunno, Champ. You've been relieved from duty with her highness' well wishes and put on health leave. You should go back home, take some time off, see the wife..."

He cut off as the fluffy pink stallion grasped him by the lapel of his flight suit and pulled him nose to nose. "Do you think I want my wife to see me like this, or her highness, for that matter?"

Charger's lips compressed as another snort pushed against this sinuses. "I've heard pink is one of her highness' favorite colors, maybe she'd... gack."

He was cut off as his furious fellow guard's hooves closed around his throat and started to shake him. "Shhuuuttt uuuup Charrrrgerrrrr!"

The white stallion forced his partner's grip open with difficulty, gasping out in a conciliatory tone. "O-okay, Champ. Okay. N-no need to make ME turn blue. You can come. "

Champion ruffled his bubble gum colored wings and gave his comrade a surly nod. "That's right. Now come on, we should go to the City Guard HQ and get one of the unicorns to cast a Find That Pony spell for us."

The other guard raised an eyebrow as they took to the sky with a downbeat of their wings. "Doesn't that need a personal effect from the pony to be found?"

The pink pegasus furrowed his brow and gave a determined nod. "They've got pieces of the launching apparatus from that cornfield rocket attack. That should be enough, and prove they're guilty when we track 'em down."

The snow white pegasus bit back a smirk. "Good thinkin'! We'll catch 'em red hoofed!" He gave a snicker. "Or at least pink hoofed."

His partner's bellow echoed over the streets of Fillydelphia. "ARRGH! SHUT UP CHARGER!"

***

It was afternoon, and the broad, deep green expanses of the upper Haysead Swamps had given way to the rust colored peaks of the Macintosh Hills in the ornate glass windows of the Ambrosia's forward viewing deck. Only a smattering of high class ponies were gathered in the lounge, chatting or sharing drinks at small cafe style tables.

Diamond Tiara stepped through the hatch to her private forward viewing station and closed it behind her. Her fine horseshoes click clacked on the parquet floor as she made her way across the ballroom, her stylish dress swishing around her shapely legs. A mild headache furrowed her pastel pink brow, and she was intent on taking an aspirin and catching a brief nap up in her private suite in the miniature palace adorning the top of the airship's massive silver cylinder.

A squeak of chalk being dragged across slate caused her to wince and cast a venomous glare at the blackboard containing the listing of racers and particularly at the unicorn attendant who was currently updating it. She came to a sudden stop, her eyes going wide as she read the names being struck through.

A clatter of hooves behind him startled the unicorn steward and he wheeled to find himself looking into the panicked features of his company's supreme executrix and princess. He composed himself and gave a deep bow. "Your highness, how might I be of..."

She cut him off, jabbing a hoof at the board. "Shut up, dink. What's this about the LaFish brothers being out of the race?"

He nodded helpfully. "We just got a report in from Baltimare that they were turned over to the authorities this morning. Apparently they attacked the Harmony Aeronautics team but were subdued by Baron Redtail and his retainers. They're officially disqualified, and the royal guard will be questioning them about..."

Diamond Tiara cut him off again, her hoof rising to her throbbing forehead and setting her namesake jewelry askew over a pair of wide, suddenly bloodshot eyes. "HORSEAPPLES! They'll sing like big, greasy canaries!"

Before the unicorn attendant could respond with any further questions she'd galloped from the room, leaving a shocked hush behind her.

***

Lieutenant Lanyard rocked back and forth on his hooves on the bridge, savoring the feeling of everything running smoothly as the crew busied themselves around him with brisk efficiency. Captain Cordwainer had retired for his afternoon nap, leaving him in charge until seven bells. It was a demonstration of the trust the old stallion put in him to keep things ship shape and skyward, a fact that Lanyard took considerable pride in.

Not that he had to do much. The Ambrosia was one of the most modern airships in Equestria, with a well trained, well paid crew who knew what they were doing. It practically ran itself. Of course, it was advisable to keep a weather eye peeled this close to the Badlands, but it had been smooth sailing so far and they were due to moor in Appleloosa the following morning. As long as they stayed on this side of the Macintosh Hills everything would be all right.

The unicorn officer flicked an ear at the sound of the mates calling out by the hatchway. "Owner on deck!"

He turned with a pleasant smile freezing on his face to see Diamond Tiara stomping across the bridge, flushed from running and slightly disheveled with a glazed look in her eyes that didn't bode well at all. He barely had time to gulp loudly before she was on him.

The pink pony princess got right in his face, grasping the lapels of his uniform jacket in her hooves. "Lanyard! I want you to set a course for Mexicolt as fast as you can get this gasbag to go! You got that?"

The lieutenant blinked at her, casting a stunned glance over her shoulder at his equally stunned crew, then back to her. "What?"

She gave him an urgent shake. "Mexicolt! Change of plans! Take us south right now!"

His pupils shrank to pinpricks and jerked fitfully back and forth as he tried to parse this onslaught of demands. "B-but..."

She yanked him closer, her lips curling back in a feral snarl as her eyes sparked like venom dipped diamonds. "The next word out of your stupid mouth better not rhyme with the last two, or so help me I'll see your carcass dumped out of the garbage chute in a potato sack."

He flinched as she brought her lips up close to his laid back ear and spoke in a hissing whisper. "Or maybe you'd rather I arranged for an envelope of photos taken on a certain shore leave in Las Neighgas to be dumped in your fiancee's mailbox..."

The unicorn stallion wilted a little as he locked his glazed eyes on the nervous crew ponies around him. He gave a tremulous clearing of his throat, then called out in a cracking voice. "Helmsman! Hard to port! Spin turbines up to full speed!"

Diamond Tiara gave a nod of satisfaction and shoved away from the numbly staring lieutenant, stumbling a little as the deck beneath her feet canted with the airship's sudden maneuvering. She exited the bridge with a flick of her tail, barely glancing back as the crew set about carrying out Lanyard's unwilling orders.

***

The rain had subsided over the southern Haysead Swamps, opening the sky to a hazy afternoon sun that filled the fetid atmosphere with a clammy heat. In spite of this, the unicorn brothers who sat huddled in the mud beneath their bat winged improvised shelter shivered, as the scaly beast that stalked them moved languidly through the dense undergrowth surrounding them like a hedge maze.

Doctor Insanity whispered to his elder sibling. "What... what do you think it could be?"

Professor Destiny pawed at the ground nervously. "It could be a lot of things. Based on the glimpses I've caught of its wings, odds are it's a cockatrice."

The bespectacled stallion blinked. "A cockawho?"

His brother scowled. "Not a cockatoo, a cockatrice. A winged serpent with a chicken's head."

Insanity gave a soft snort. "That doesn't sound so bad. What does it do, peck you to death?"

Destiny shook his head. "Yes and no. Its beak can shatter stone, which is exactly what it turns you into if you look it in the eyes."

The clean shaven unicorn swallowed loudly. "All right, that sounds bad."

His mustachioed sibling nodded. "Looks even worse."

The self styled doctor levitated his spectacles off the bridge of his nose and raised his hooves to cover up his eyes. "It'd probably be a good idea to cover our eyes then."

The Professor nodded, doing the same. "Indeed. The view around here wasn't that pleasant to begin with."

Their ears laid back as the growling of the sinuous beast came closer, accompanied by flapping of its leathery wings. They sat trembling, their hindquarters soggy with lukewarm mud they'd been sitting in since last night, beads of sweat rolling down their faces and grit from their filthy hooves working into the corners of their tightly closed eyes.

After several agonizingly long moments of suspense, Doctor Insanity's tremulous voice sounded in the tense hush. "B-brother. I'm... I think I'm on the verge of becoming h-hysterical."

A note of desperation cracked Professor Destiny's reply. "I... I implore you not to, brother..."

Both unicorns flinched and let out cries of alarm as an exultant voice called out above them. "A HAH! There you are, you black hearted scoundrels!"

A second voice, a bit more level headed sounding than the other spoke up. "I'll get 'em, Champion. You're officially off duty. We should do this by the book."

They felt the impact of heavy hooves on the ground and the downdraft of powerful wings behind them, and let out more screams as a set of rough hooves grasped them each by a shoulder. "I hereby arrest you both in the name of Princess Celestia for crimes against... what the hay is th..."

The rough hoofed pony's voice cut off abruptly as a burbling hiss accompanied by the sound of flapping bat wings and a subtle, crackling sound filled the silence. The unicorn brothers let out a terrified whimper as the grip on their shoulders slipped forward and was gone. Something heavy toppled between them, forcing them apart as it thudded ponderously into the mud they were sitting in.

As they cowered on the ground, their eyes tightly covered by their hooves, the voice above them let out a shriek. "Charger! What happened?"

They felt the impact of another hasty landing, and the sound of hooves scrabbling across stone. "Speak to me Charger! Speak to me!"

Doctor Insanity yelped in terror as the growling hiss rose in volume. "Shut up! Stop yelling! Stop upsetting the blasted cockatoo!"

Professor Destiny called out to the newcomer. "Cover your eyes if you don't want to be turned to stone too, you dolt!"

They cringed at the sound of an aggressive clucking coming from the inimical creature. They heard a large pony's rump splat down in the mud, followed by heavy, panicked breathing and the nervous rustling of feathered wings.

The two brothers trembled, their skin forming goose pimples beneath their sodden, slicked down yellow coats, and held their own breath as they felt something large and serpentine slither past, winding its way over the stiff, stony figure laying face down in the mud between them.

After an agonizingly long silence, Doctor Insanity's tremulous voice sounded out. "Do... do you think it's still there, brother?"

Professor Destiny replied in a hushed, terrified tone. "No idea, and I'm certainly not going to look."

A third voice rasped out in the muggy stillness. "It... it's curled up in my lap..." The voice became softer, dying back to a whisper. "It's falling asleep..."

The unicorn brothers strained their ears, and presently the sound of a cooing, rattling snore arose over the hush of the misty swamp.

All three ponies swallowed hard, shifted their muddy seats to get as comfortable as they could manage in a dismal bog with a vicious magical predator among them, and settled in for a long afternoon.

***

The long, silvery shape of the Ambrosia coasting across the dusty sky was unlike anything that had been seen in the arid, blasted waste known to pony-kind as the Badlands. In countless nooks, bolt holes, and crevices in the dry, brick colored stone of the jutting, sand worn rock formations, dark things that called the accursed landscape "home" in their chittering language stirred themselves, gazing upward with covetous, faceted eyes. A buzzing began to arise over the howling winds, as a multitude of tattered, membranous wings took their owners skyward toward the gleaming interloper high above.

***

Prince Blueblood relaxed on the brocade cushions of the forward lounge, sipping at a cup of tea with a detached air as his wife frantically galloped in and out of the room in a state of profound agitation, her lavender and pearl streaked hair in disarray and her eyes wild with panic. He calmly rustled the folded newsprint, reading over the latest polo scores in the Canterlot Chronicle, as Diamond Tiara dragged a haphazardly packed suitcase into the middle of the room. It jingled with the sound of bits as she set it heavily down on the plush carpet.

The pastel pink mare ran into her office, and came out with a ledger book clenched in her teeth. This she tossed onto the cold grate of the fireplace. She rounded on him with flashing eyes, stomping a hoof on the plush carpet as she jerked her head toward the cloth bound book. "Blueblood! Make yourself useful for once and light this up with your magic!"

He gave a small shake of his head as he kept his eyes on the polo scores. "Mmm. We'd rather not, if it's all the same to you, darling."

His bride ground her teeth as venom levels went critical in the depths of her eyes. "Why not?"

The unicorn prince gave an airy wave of his horn. "Well, then we'd be an accessory, rather than an innocent bystander."

She took a menacing step towards him. "You can be a chalk outline and a stain on the carpet too, hubby dearest."

He took a sip of tea. "Hmmm. We think extra-national incarceration is the penalty for regicide, dear, and we most certainly wouldn't help you dispose of the evidence in that case."

Diamond Tiara ground her hooves on the carpet as she bellowed in frustration. "Augh! You... are... so... USELESS!"

With a huff, she turned back to the fireplace and picked the ledger back up, getting smears of ash on her cheeks. "Fine! FINE! I'll take these down to the engine room and get rid of them there!"

Blueblood nodded sagely. "Mmm. That might raise some questions from the lads manning the burners."

She started jogging in place, snarling like an angry cat. "Ffffffiine! I'll take it down to the observation deck and toss it out the gosh darned window! Gah, I freaking hate your everlovin' guts!"

With that she wheeled and fled the room. The off white unicorn prince let out a sigh, levitating a flat, silver flask from between the couch cushions and pouring a measure of the amber liquid inside into his tea. He muttered petulantly to himself. "One supposes it's too much to ask her to toss herself out too."

***

The pastel pink princess hurried across the forward ball room with the ledger clenched so tightly in her teeth she was biting through the cardboard covers. Her simmering attention was focused on the hatchway leading to her private viewing chamber at the very prow of the gondola. Ponies in their finery were milling about uncertainly, gazing out the panoramic windows at the rust colored expanse of sand and blasted stone stretching for miles around them.

Fancy Pants stepped toward her with a quizzical expression on his face as she cantered brusquely past him. "I say, your highness, would you happen to know why we're traveling south at such speeds? I was led to believe we'd be heading in a more westerly direction. Perhaps as owner of the ship you'd have some insight into this sudden change in course?"

She snarled out the side of her mouth as she kept a tight grip on the ledger. "Get bent, needle noggin."

With that, she gave a dismissive flick of her tail and doubled her pace, almost breaking into a gallop as she crossed the rest of the way and threw the hatch open, slamming it behind her as she stumbled through.

The imposing unicorn magnate cleared his throat archly as he adjusted his pince nez. "Gracious!"

He shook his head sadly as he turned away. "Well, one supposes a title doesn't confer real class, although I would have expected better manners from a Ponyville filly."

Fancy Pants' head whipped around in alarm at the sound of a piercing scream echoing through the ball room. His eyes widened as he beheld a pack of black armored, insect winged quadrupeds creeping along the surface of the windows on hooves riddled with holes.

***

Diamond Tiara rushed across the small, glass lined space to one of the latches on the windows, which she fumbled to open with shaking hooves, vaguely wondering what everypony was screaming and hollering about in the ballroom behind her. A gout of freezing wind blew in her face, causing her mane to whip about wildly and dislodge her namesake tiara as she screwed her eyes closed against the onslaught of grit that it carried with it. The diamond diadem clattered unheeded on the floor at her hooves.

Squinting to see, she set her fore hooves on the window's edge and tossed the ledger out into the howling space beyond. Blinking and rubbing her eyes with a bent fetlock, she looked down to watch it tumble and vanish against the broad expanse of the Badlands far below.

A rasping, snickering sound beneath her seized her attention, and she found herself staring down into a pair of luminous blue orbs squinting back at her out of a fanged caricature of a pony's face with a jagged blade of a horn jutting from its forehead.

Her shriek was lost on the wind, unheard by the ponies panicking in the ballroom, as she was yanked unceremoniously out the window.

***

Alarm bells clanged and echoed through the halls of the Ambrosia's flight decks as Captain Cordwainer staggered onto the bridge in his shirtsleeves, his tie untied and his cap cocked askew atop his salt and pepper mane. "Lanyard! What in Tartarus' blistering icicles is going on?"

The younger unicorn let out a yelp of dismay as he turned to meet his captain's furious gaze. "We're under attack, sir! Changelings!"

The grizzled earth pony set his hooves on the heaving deck as he surveyed the tumult around him and bellowed out an order. "Seal all ports and engage the lightning grid! Now!"

The bosun gave a nod and shouted into the communication tube to the generator. "Seal ports and engage the lightning grid!"

***

As the orders travelled through the length of the mighty airship, its seasoned crew of ponies hopped to and slammed shut intake ports and windows, at times fending off encroaching changelings with kicks or strikes with gaffs or mop handles.

Deep in the craft's power plant, heavily protected unicorns in rubber booties and goggles threw the switches on a series of heavy duty circuits that connected a large glass sphere containing a roiling, captive black cloud with a metallic grid covering the entirety of the ship. Arcs of blue lighting surged out of the cloud and into electrodes lining the sphere, which in turn sent a crackling charge along the outer surface of the Ambrosia.

Almost as one the black, chitinous creatures keened in agony, hurling themselves away from the airship with smoke trailing from their gap riddled hooves and curses in their inscrutable language pouring from their fanged maws. They tumbled and fled for their hidey holes and lairs in the rocks below, casting reproachful glares past their buzzing wings at the silvery ship above them as it began to lean into a northward turn.

***

Captain Cordwainer rounded on a trembling Lieutenant Lanyard as they brought the airship about, his eyes glinting with fury and his mustache bristling. "Now what in blinking blue blazes is my ship doing over the Badlands, you thundering dunderhead?"

The young stallion's voice was barely above a hoarse whisper as he responded. "J-just following orders, sir."

The captain got in his face, blasting him with halitosis. "WHOSE orders?"

Lanyard felt his knees beginning to weaken. "P-p-princess Tiara's o-orders, s-s-s-sir!"

Cordwainer spun away from his junior officer with a growl, rubbing a hoof against his temple. "That mare..."

He rapped a hoof on the deck and gave a nod to his first mate. "Mister Flange! See that her highness is escorted to her quarters, where she shall remain until further notice."

The Captain lashed his tail as the crewpony saluted and trotted off to see to his orders, and stalked past Lanyard muttering under his breath. "I don't care if she does send those Neighgas photos to my wife. This time she's gone too far. I'm going to my cabin to get dressed. You've got the helm, Lanyard, see that we're back on course as soon as possible."

The unicorn officer stood weaving on his hooves, blinking into empty space as Captain Cordwainer stepped through the hatch to the sound of the bosun's whistle. A few moments later, his eyes rolled back into his head and he dropped to the deck like a bag of potatoes.

***

The ponies huddled in the forward ballroom looked expectantly toward the speakers as a calming voice came over the public address system. "Attention please! The changeling attack has been repelled. We are no longer in any danger. The crew are currently on high alert, hard at work on repairing what minimal damage there is and getting the ship back on course. Until such time we ask you to please return to your staterooms until we are back en route to Appleloosa. We apologize for any inconvenience. If you have any questions, the ship steward and his staff will be glad to answer them as he makes the rounds to take your dinner orders. The Royal Blue Airship line thanks you for your cooperation."

Fancy Pants turned to the ponies around him, smiling gallantly at the overwrought mare he was currently supporting. "You see, my dear? I said we'd come out of this all right. Nothing to be afraid of. We're on a top flight ship with a top flight crew."

At the far end of the glass walled ballroom, the hatchway to the private viewing chamber opened, and Diamond Tiara stepped out, adjusting the jeweled diadem on her neatly combed mane as she took a long, appraising look around her. A faint smile flitted across her lips as a greenish glint flickered in the depths of her eyes. "Mmm. Yes, top flight indeed."

The imposing white unicorn spoke up with a jaunty tone of voice as a trio of uniformed ponies stepped through the archway into the ballroom. "And there are some of our heroic protectors now. Lets give them a round of applause, shall we?"

The crewponies nodded and murmured their thanks as the sound of hooves clacking on the parquet floor filled the glass lined space. They fixed their gaze on the pastel pink princess standing at the edge of the crowd, and approached her with stern expressions on their faces.

Their leader gave a deferent bow as she looked at them with a bit of unease in her posture. She gave them a tentative smile. "Er... yes? Can I help you?"

The burly earth pony clicked his hooves on the ballroom floor. "We've been ordered by the Captain to see you to your quarters, your highness. Your husband the prince said you were down here."

The young mare's expression brightened. "Oh! The prince! Wonderful! Yes, well by all means. Take me there at once."

With that, she fell into step with them, a sly smile curling the corner of her mouth as her gaze swept across the finely dressed ponies around her with the faintest hint of hunger flickering greenly in the depths of her eyes.

***

Sir Champion's whole body was beginning to ache from sitting so still for so long, his hooves clamped firmly over his eyes and his back stiff and straight, but he was fairly certain his mind was closer to snapping than any joint or muscle in his body. The dank heat of the Haysead Swamps was oppressive, enhancing the stench of rotting vegetation that hung in the dripping air. He almost envied his petrified comrade Charger's ability to keep still, although to disturb the reptilian horror that snuggled contentedly in his lap would be a quick way to share a similar fate.

The only tiny, whisper thin silver lining to this cloud was that the two crackpot criminal unicorns who'd gotten him and his partner into this were stuck in the same mud puddle he was. It was almost enough to make him giggle. In fact, it did make him giggle, a jolly, bubbly sound from a giddy space that was beginning to form in his head.

His increasingly unhinged musings were dispelled by the sound of thrumming engines overhead, as the cockatrice let out a squawk of alarm and slithered rapidly away with a frantic flapping of its leathery wings. A raspy voice called out from overhead. "Bozz! Bozz! Up here!"

The pegasus stallion tentatively pulled a hoof away from his eye and blinked upward through a blur of grit and tears at a large, black shape hovering above the canopy of the mangroves, a rounded greenish brown head peering out of it through a set of goggles. He heard one of the unicorns climbing to his hooves and calling up in response. "Otto!? How in blazes did you even find us?"

The gravelly reply came over the whirr of propellers. "Wasn't easy! I only spotted yez 'cos of dat pink thing there."

The other unicorn rose and stood by his brother. "Enough! Lower us a ladder so we can get out of here!"

With that, the two sallow faced siblings set about pulling down the half rotted struts holding their flying harnesses overhead and struggling into the bat winged contraptions with the help of their unicorn telekinesis.

Sir Champion tried to lurch to his hooves, falling face down in the mud with his wings splayed out beside him as he discovered his right hind leg had fallen asleep. He dragged himself to a partially upright position, reaching out a shaking hoof as the brothers reared up to catch their fore hooves in the rungs of a dangling rope ladder. "Stop right there! You two are under arrest!"

The clean shaven one looked at him over his mud glazed spectacles with a wry smirk creasing his face. "I don't recall your stony faced friend actually leveling charges, do you, brother?"

The mustachioed stallion replied with a sneer. "No, brother, but that lapse in duty aside he has become a suitable monument to his calling, I daresay."

The bespectacled unicorn gave the furious guard a jaunty wave. "Sorry we can't stay and chat, my good flamingo. Good luck dragging your comrade out on hoof!"

Champion tried to launch after them as they rose skyward, dropping back to the boggy ground as his fluffy, now mud saturated wings failed to provide him sufficient lift. "Get back here you scumbags! I'll show you what I can do with my hooves! Come baaack! Don't leave me heeeere!"

Their scornful laughter echoed over the swamp as they floated away beneath their black zeppelin. Down below, the pink, mud splattered pegasus stallion reared and bucked and frothed at the mouth, hurling invective after them as his stone partner lay silently in the muck at his hooves.

***

A muffled squeak of terror came from under a an elegant throw rug in response to the silvery chime of the royal suite's private elevator. The ornate, gilded doors slid softly open to reveal Diamond Tiara standing inside flanked by two stern faced stewards.

Diamond Tiara's face fell as she saw the large lump quivering on the floor before her with a milky white horn poking through a rent in the silken weave. She cocked a quizzical eyebrow as she stepped forward. "Wh... Who is this?"

Her half murmured question was answered as one of the stewards stepped forward, taking the edge of the carpet in his teeth and flinging it aside to reveal the trembling form of a large, off white unicorn lying on his belly with his hooves over his eyes. Realizing his cover was gone, the blonde maned stallion removed his hooves and popped open one of his slightly bloodshot eyes, taking a wary look around before hastily standing and giving a toss of his head as if a moment earlier he hadn't been cowering under a rug.

The other crew pony patiently cleared his throat as his comrade smoothed the punctured carpet out on the floor. "I trust your highness is unharmed."

Blueblood drew himself up haughtily. "Yes yes. We're fine."

The steward nodded. "I'm gratified to hear it, your highness. The attack was successfully fended off, and we're correcting our course."

The dissolute unicorn gave a genteel bob of his horn. "Ah. Good. Do send our commendations to the Captain."

The blue uniformed earth pony gave another bow. "Thank you, your highness."

He cleared his throat again. "I'm afraid it's my sad duty to inform you that her highness Princess Tiara has been ordered confined to quarters until further notice."

A bleak look washed across the prince's features. "Ah... Too bad. We suppose it can't be helped."

He cast his young wife a glance, cocking a puzzled eyebrow as she gave him a sweet smile.

After an awkward pause steward drew himself up and clicked his hooves together as the other crew pony came around to stand beside him. "Will there be anything else, your highnesses?"

Blueblood gave the pink mare a searching look, then turned a haughty nod toward the stewards. "Not right now, thank you. We'll ring the bell if we need you."

With that, they gave the prince and princess a bow, and stepped into the elevator, leaving them in silence.

As soon as the gilded doors had whispered shut, Diamond Tiara surged forward and threw her forelegs around Blueblood's neck in a warm embrace, planting a kiss on his cheek. "Oh husband! I was so frightened for you! If you'd been hurt by those horrible monsters I don't know what I would ever do!"

The dissolute, off white stallion reared and wheeled, pulling away from her with a high pitched whicker of disgust. "Gah! Get off of me!"

She tried to hold on, her voice rising in dismay. "Darling, what's the matter?"

He shoved her away with his fore hooves, sending her stumbling across the room where she fell over on the brocaded couch with a gasp. Scrambling to a seated position, she brushed a loose lock of her lavender and pearl mane out of her face to see him backed against the fireplace, levitating the poker menacingly toward her in a sparkling cloud of unicorn magic.

The pink mare brought a hoof to her mouth with a fluttering gasp. "H-husband? What are you doing?"

He edged over to the bell rope, enveloping the knot in more of his glimmering telekinesis. "You're one of them, aren't you?"

She let out a sob. "Wh-what? N-no. I'm your be-beloved..."

Her expression darkened as she trailed off, her ears twitching as she looked him over, her face twisting into a grimace of distaste. "Eeugh... No... Not beloved in the least... You... you utterly loathe her, don't you? I can taste it coming off of you in waves."

She slouched with a bitter sigh, running a hoof through her mane and dislodging the tiara perched on her head so that it fell onto the couch with a soft thud. "Just my rotten luck."

The iron poker bobbed in Blueblood's magical grasp as he eyed her warily. "So you admit to being a changeling?"

The image of his young wife drew herself up haughtily. "I'm not just a changeling, you spineless vertebrate, I am the changeling."

Her form suddenly wreathed itself in lurid green flames, burning away the soft pink curves and lavender tresses to reveal a gaunt figure of dull black chitin with a ragged mane of faded blue green. The elegant dress the princess had been wearing now hung loosely, the angular form underneath making sharp creases and peaks in the rich fabric.

Her membranous wings flexed beneath the draping folds of the garment as she gave a toss of her jaggedly curved scimitar of a horn. "Behold and quake in terror, for it is I, Chrysalis, Queen of the Changelings!"

Blueblood lowered the poker as a bemused look settled on his face. "Huh. We always thought you'd be taller..."

The monster queen's face screwed up in bitter chagrin as she huffed and petulantly averted her gaze. She was roughly the size of a filly in her early teens, a dress made for an adult pony mare hanging comically loose on her dwindled, scrawny frame. "Shut up! Times have been hard! I've had to molt a couple of times..."

The unicorn prince found himself needing to suppress a snicker at how squeaky her oddly modulated voice was. She cast him a baleful glare as he brought a hoof to his mouth and gave a snort. She spat on the cushion, staining the brocade brown with acrid spittle. "Oh laugh it up, mammal."

She scowled, her horn flickering to dim life with green sorcery as she manifested a guttering ring around the bell pull. "I don't have to sit here and take this abuse from a simpering, warm blooded milk sucker. Here, let me pull the bell and get this fiasco over with."

Blueblood yanked the cord loose from her sorcerous grasp with a flick of his own horn, a pensive look settling on his aquiline face.

Chrysalis cocked her head and flicked a tapering ear as she looked him over with searching, venom green eyes. "Wh-Why do you hesitate?"

She drew herself up, waving her hole riddled hooves in the air as a bit of wild desperation crept into her expression. "Call them! You'll be doing me a favor!"

She slouched back on the cushion, crossing her jagged forelegs in front of her with a sigh. "After a decade of foiled schemes and starving in the wasteland, getting pinned to a card in a museum exhibit will be a welcome change of pace."

The unicorn lowered the poker, setting it in the rack by the fireplace. He kept his magical hold on the bell pull, as he crossed over to the wet bar. He lifted a pair of snifters from the rack and poured a measure of cognac into both of them.

He looked over his shoulder at the warily crouched changeling monarch. "So... what happened to our wife?"

Chrysalis gave a shrug, her wings shifting the loosely hanging dress over her back. "My minions dragged her back to the hive, where she'll be put to work in the pod chambers. If they can leech any love out of her that'll be an added bonus."

Blueblood gave a snort as he inhaled the aroma of the cognac sloshing in his glass. "We wish them the very best of luck with that."

A look of vindictive satisfaction crossed her blackened features. "Anyway, you won't be seeing her again, that I can promise you, mammal."

He turned to face her with a sly smile on his face, and levitated one of the glasses toward her. "Please, feel free to address us as Prince Blueblood."

A look of profound confusion passed over the changeling queen's face as she pushed the glass away with a perforated hoof. "Uh... n-no thanks. Alcohol makes me spew caustic foam from my splanch."

She cocked her head and gazed at him with her poisonous, slitted eyes. "What... what is this?"

The dissolute unicorn prince floated the glass back to his personal orbit, tipping them both to her with a smug grin on his face. "This, your majesty, is perhaps the beginning of a beautiful relationship."

Part 30 - Fly By Night

Pip blinked in wide eyed disbelief, almost losing his grip on the tray of sewing notions he'd been holding in his hooves. "You... you mean to tell me that by dropping these... er... these tokens at my hooves that they wanted m-me to... to..."

Rarity paused from carefully stitching up the tears in one of the Luna Moth's cloth wing membranes, looking at him over her horn rimmed glasses. "Yes, my dear colt. Quite enthusiastically so, from what I've seen of the looks they were giving you."

A wry smirk compressed one of her alabaster cheeks. "Believe me as a professional with some knowledge of how elastic works when I say that a garter does not just slip off of a mare's leg unless she wants it to."

She gave a slight roll of her eyes as she turned her attention back to reinforcing the stitching. "Although that sort of behavior is almost criminally forward, in my opinion. A proper lady should be able to charm a colt without hurling her underthings at him."

The young stallion stared into space. "Good heavens... This... This certainly puts a number of interactions I've had with mares in the past into a completely different context."

Rarity gave him another sly glance over her glasses. "Having some regrets, darling? Some opportunities lost, perhaps?"

Pip glanced over his shoulder. Up the beach, Twilight and Apple Bloom were busy with the Luna Moth's wooden framework, splicing breaks in the structure through combined hoof work and magic. In the distance high overhead, Soarin and Spike were flying some sky cavalry warmup drills in the early afternoon sunlight.

After giving the red headed handymare a lingering look, he turned his gaze back toward the pale unicorn and shook his head. "No ma'am. Not in the least. Any of those encounters in the past would have just ended up getting in the way now."

He smiled quietly to himself. "If it's time for the scales to finally fall from my eyes, I'm glad they did so for the sake of the right filly."

Rarity chuckled to herself. "Darling, in a truly just world saying things like that would be the reason for mares to cast their lacy invitations at your hooves, rather than your good looks and admittedly finely sculpted physique."

She gave him a warm smile as she batted her sapphire eyes at him. "How lucky for dear Apple Bloom that she'll get to see the part all those superficial fillies can't."

The alabaster mare cocked a wry eyebrow. "Maybe I ought to make her some garters for her to toss in appreciation." She gave him a wink. "The ones I make wouldn't miss their target, darling."

She broke into a silvery laugh as Pip's cheeks flushed bright red.

***

Twilight checked her heavily annotated scroll and sparked her horn to life. "Casting the spell now."

Pip stood quietly as sparkling purple magic coursed across the freshly repaired wings of the Luna Moth, washing over the purple cloth membranes with their tracework of double stitched scars and running along the length of the mended wooden spars. When the spell's glimmering had faded, the lavender scholar's horn began to pulse with a different rhythm as she scanned the harness from stem to stern.

Finally she gave a nod. "All right, looks like we've got things patched up. Pip, if you'd kindly run the standard test pattern for us."

The young stallion snapped to attention and gave her a jaunty salute. "Jolly good, Doctor Sparkle. Taking her up."

With that, he dusted off smoothly, rising skyward where he hovered for a moment, before flying in circles and X patterns to evaluate the wings' responses to his mental commands. The rest of the team gathered below, watching with hopeful smiles on their faces as he completed the exercise and touched down among them.

Apple Bloom reared up, kicking her fore hooves with a whoop. "Yee haw! Harmony Aeronautics is back in th' race!" She turned and gave Pip a kiss on the cheek, causing him to smile at her and blush.

Twilight gave a glance to Rarity and then nodded. "Yeah. So lets huddle up."

She looked in each of her employee's eyes as they drew in closer. "All right. Now because we spent the better part of the day on repairs, we're a fair bit behind by now. We're definitely not going to make Appleloosa by nightfall. According to my calculations that leaves us two options."

Her lavender horn sparked with magic as she caused a glittering mote of light to leap from its tip and draw a crude illusory map of the southeastern corner of Equestria. A tiny yellow sun arced over the map and went down past the western edge as a line was drawn from the coast of Horseshoe Bay to a point somewhere just beyond the upper reaches of the Haysead Swamp. "Pip and Soarin can fly to the other side of the swamps and camp out, and we'll catch up with them after sundown if we fly Friend Ship wide open. Then they'll move on to Appleloosa, and we'll rendezvous there by early afternoon."

A tiny illusory balloon traced the line, coming to the end as the little sun rose over the map's eastern edge. She cast a glance around the circle of ponies and their attendant dragon, then rewound the sun, balloon, and flight path to their current time and location. "Or, we can stay together and press on toward Appleloosa. In all likelihood we'll touch down sometime tomorrow morning."

Soarin looked over the map with a thoughtful gaze. "Hmm. I'm okay with night flying, and we'll be able to get a bit of rest in Appleloosa in prep for the San Palomino leg of the trip. I'd say we go for it."

Pip chimed in. "I'm keen to get back into this race, so I'd be game to do the all night flight."

Apple Bloom nodded. "If'n that's what we wanna do I'll get the lights rigged up. They're all fully charged, so they oughta last 'til mornin'. I reckon I'm all set t' pull th' all nighter."

Rarity interjected at this point. "Well, I'm fully prepared to support whatever you darlings decide, since I'll be on the Ambrosia and won't be sharing the burden of making the trip."

Twilight pawed at the ground as she gave her partner a sheepish look. "Um... I'm really sorry Rarity, but I'm afraid I won't be able to return you to the airship from here."

The alabaster unicorn's face somehow went paler as her ears levered back. "W-what?"

The lavender mare shook her head regretfully. "I have no idea of the Ambrosia's current location. If we were foolish enough to try winking on a guess we might end up hundreds of hooves up in open air. The only reason I was able to accurately determine where you were this morning was because we were in direct horn to horn contact over the 'phone."

Rarity's pupils shrank to pinpricks as a horrified look swept across her face. "But... but... all of my luggage is in my state room. My clothes. My hats. My toiletries. My make up. My combs and brushes."

She brought a hoof to her mouth. "Sweet Celestia's coruscating croup, my toothbrush is back there!"

Apple Bloom gave a shrug. "Y'can borrow my brush if'n ya like."

A shudder of profound revulsion coursed down the alabaster unicorn's spine as she closed her eyes tightly and shook her head. "No! Er... n-no thank you, darling. I..." Her cheeks bulged out for a moment before she choked back on her gorge. "I... I wouldn't want to impose..."

The red headed handymare rolled her eyes skyward and tsked. "I meant my hair brush, silly..." She muttered under her breath. "And they call yer sister a dingaling..."

Rarity ignored her as she slumped to a seated position with a heavy, dramatic sigh. "I suppose I'll just have to soldier on. It's good that we've got sewing supplies and some spare canvas on the balloon. I'll be able to make a fetching cloak and bag for my head by the time we arrive somewhere somepony might see me."

Twilight surreptitiously rolled her eyes at her old friend's theatrics. "Well it sounds like we've got three so far for pressing on all night. What's your official vote, Rarity?"

The pale unicorn's eyes glistened as she took a lock of her curling, violet tail and gently stroked it while muttering to herself. "Oh this is just going to be murder on my complexion. I'll need a whole bushel of cucumbers to get the bags out from under my eyes."

Her lavender partner cleared her throat and shifted her gaze to Spike. "Okay, I'm gonna call that four votes... Spike? What about you."

The adolescent dragon shrugged. "All night's okay with me. I can see in the dark just fine."

She cocked an eyebrow. "Really? Since when?"

He ruffled his leathery wings. "Since I started doing late night practice flights off of Canterlot U's bell tower. It got a lot easier to miss the Student Union when the night vision kicked in."

Twilight gave a small sigh and nodded. "Okay. Well, I guess I'll make it unanimous."

She drew herself up with a grin and extended a hoof into the middle of their huddle. "All right Harmony Aeronautics, lets take off! Next stop, Appleloosa!"

The young dragon and most of the other ponies gave an enthusiastic shout and extended their own hooves, or claws, for a group hoof bump, save for Rarity who stirred herself petulantly and gave a half hearted tap.

With that, they leapt into action and took to the clear blue sky shortly afterward.

***

The sun was stretching the shadows eastward from the neatly built facades of Appleloosa's buildings as an impressive figure of a stallion stood in the middle of the dusty street. He was dressed in a fine black frock coat and an embroidered vest, with a high starched collar and a bolo tie with an apple shaped clasp that matched his red apple cutie mark. His long, golden mane flowed down his shoulders from beneath a white ten gallon hat, and he sported a handlebar mustache and a jutting goatee.

The latter he stroked pensively with a hoof as he squinted up at a broad banner being stretched between the town hall and the bakery. "'Appleloosa welcomes the Grand Pegathalo'? Now just a durn minute, that ain't right!"

The scrawny pegasus helping to hang the sign cast a sheepish look down at the imposing town official. "We're powerful sorry, Mayor Braeburn. I reckon we plumb just run outta space."

The golden stallion heaved a heavy sigh as he brought his hoof to his face. "Consarnit, Fluke. How in tarnation are we gonna show Equestria that we're the up n' comin'est town on th' frontier if'n we can't even get a goldanged welcome sign t' fit properly in th' space allotted?"

He averted his eyes from the sign with a scowl. "Them cherry pickers over in Dodge would laugh their dang horseshoes off if'n they heard about this."

Braeburn jerked a hoof toward the banner. "Take that down n' redo it! We ain't got much time before..."

He was cut off as the clock tower on the town hall struck five tolling bells. He hastily fished his watch out of his vest pocket and held it cupped in his hoof as he double checked the time. "Scratch that, we ain't go no time at all. They oughta start arrivin' any minute now."

The imposing earth pony pocketed his watch and started calling out orders. "Fluke! Leave that up! Go see if'n y'can find a hunk o' cardboard and a lick o' paint and make an N!

He pointed to a burly stallion hanging bunting on a porch. "Bushel! Go rustle up th' Chamber o' Commerce!. I reckon they'll mostly be down at th' Grange hall, and those what ain't will probably be down at th' Salt Lick, and you tell them what are there that they better not show up with any salt on their collars or them n' me will be havin' a frank exchange o' views later on!

He gave a nod down the street to a mare in a floral bonnet. "Fritter! Go n' tell th' gals from the Sewin' Circle t' get th' flowers ready, and then take Prairie n' see 'bout th' band and th' photographer!"

He lashed his tail as a throng of ponies in a variety of western hats galloped in every direction. "Go on! Yah! Giddyup, y'all!"

A greying pony in a frock coat with a silver star for a cutie mark that matched the one on his lapel ambled up to him from the porch of the general store. He gave the younger stallion a nod as he tipped his dark colored stetson. "That was some mighty fine delegatin', Mister Mayor. Mighty fine."

The golden maned stallion gave his mentor a smile. "I had a mighty fine teacher, Sheriff Silver Star."

The grizzled law pony scanned the eastern horizon, his salt and pepper mustache cocking to one side in a thoughtful smirk as he let out a chuckle. "Ya always were a feller fer talkin' things up, Braeburn. I just hope them ponyfolks flyin' th' race ain't been havin' too much trouble. Been gettin' reports over th' wire of all sorts o' shenanigans n' goin's on this year."

Braeburn's brow furrowed under his ten gallon hat, as he joined the Sheriff in gazing eastward. He drew himself up as a large, honey brown shape appeared out of the shimmering heat, casting up a cloud of yellow dust in its wake. The ground rumbled beneath their hooves as it drew closer and closer. A fond smile spread across the Appleloosan mayor's face as he raised a hoof to wave in greeting. Moments later, the massive form of a towering buffalo cow loomed over them, regarding them levelly from her deep blue eyes.

Both stallions respectfully tipped their hats as the golden stallion stepped forward. "What's th' word on th' plains, Strongheart? Have yer scouts spotted anypony yet?"

She jerked her head toward the east. "Runs Faster Than Rumor spotted the first racers over Little Flat Top Mesa."

A grin flickered across her otherwise impassive features. "One of them trails a rainbow behind her."

Braeburn's eyes flickered, and he reached up to adjust his tie. "R-rainbow Dash?"

He smoothed back his flowing locks and straightened his lapels, muttering out of the side of his mouth. "Do... do I look okay, Sheriff?"

The weather beaten stallion chuckled. "Ya sure do, kid. Very lifelike..." He shook his head, his mustache curling in a wry grin as he moseyed back to the shade of the general store's porch.

Strongheart allowed a look of concern to crease her broad, shaggy brow as she gave him an earnest look. "A wise brave does not dam the river of truth, especially when it flows from his heart."

The golden maned stallion straightened his hat. "I... I dunno what ya might mean by that, Strongheart. I just want t' put my best hoof forward on behalf o' this here town when a celebrity like Rainbow Dash comes t' call. Appleloosa's all there is in my heart, and I'm purty much goin' steady with her."

The honey brown buffalo cow let out a sigh and shook her massive head. "A fine teepee may house your calves, but it cannot bear them for you, old friend."

Braeburn lashed his tail and fidgeted with the weights on the end of his tie. "Ah heh. No, y'don't understand, darlin'. I ain't actually married t' the town. I was just bein' all metaphorical like."

Strongheart rolled her eyes. "Yes, and you certainly know a metaphor when you hear one, Mister Mayor."

Before he could reply, a voice yodeled from overhead. "They's a-comin'! Th' first o' th' racers is a-comin'!"

The golden maned mayor looked up to see Fluke the pegasus hovering next to a hastily scrawled cardboard sign bearing the letter N in green tacked onto the end of the red lettered banner. The scrawny young stallion was pointing to the east with one hoof and waving his cowpony hat with the other.

A rapid rumble of hooves surrounded Braeburn as he wheeled and circled in flustered confusion. As if from nowhere a delegation of townsponies decked out in their Summer Sun best surrounded him, the stallions from the Appleloosa chamber of commerce wearing broad red ribbons across the lapels of their suit collars, the mares in their fine bonnets bearing bouquets of flowers. A small but determined brass band tuned up and started belting out "Home On The Range" while a gangly unicorn in a top hat used his magic to set up a box camera on a tripod in a suitable spot to get the whole assembly on film.

Appleloosa's mayor came to a disoriented stop, facing the rapidly approaching trio of pegasi as one of the chamber of commerce stallions tossed a ribbon over his shoulders and shoved a large gold key decorated with the town's apple and horseshoe crest into his hooves. Sheriff Silver Star made his casual way back out into the street to stand next to his former deputy, squinting at the oncoming racers from beneath the brim of his hat. He gave a nod. "Yep... Mighty fine delegatin... No doubt 'bout that."

The crowd of ponies let out a cheer and stomped their hooves in the dusty streets and porches as the trio of Wonderbolts flew overhead, trailing a rainbow contrail flanked by trails of lightning clouds. They executed a loop in the air overhead, then touched down through a cloud of whooping adulation and flying hats, panting for breath but smiling and waving.

Spitfire drew herself up proudly despite the sweat running down her brow and staining her blue and yellow flight suit, snapping them all a sharp salute. "Hello, Appleloosa! The Wonderbolts salute you!"

Shootin' Star's hooves only touched the ground for a moment before he floated up, waving his hooves over his head proudly. "Howdy y'all! It sure is good t' be home in th' best l'il ol' town in Equestria!"

The townsponies struck up another cheer and stomped more dust into the air.

A wide grin spread across Rainbow Dash's face as she gave a casual wave to the golden maned stallion and huge buffalo cow at the front of the welcoming delegation. "Hey Braeburn! Hey Strongheart! Great to see you guys! How's it goin?"

Galvanized into action by a surreptitious nudge from his Sheriff, Mayor Braeburn cleared his throat and stepped forward with the large gold key cradled in the crook of his fore hoof. "Howdy, y'all! On behalf of the great n' growin' city o' AaAaAppleoosa! I officially welcome y'all as th' first..."

He trailed off as a deep, frantic voice echoed from the scrubland to the east. The townsponies went silent, murmuring quizzically among themselves as the large, dark, shaggy shape of a buffalo brave came thundering out of the dust clouds. "Moo! Moo moo moo! Moo moo moo MOO moo moo! Moo moo! Moo MOO!"

The hulking, even-toed ungulate skidded to a stop next to Strongheart, who snorted and addressed him in a chiding voice. "Gets Excited Easily! Speak in the tongue of the ponies so that all may understand your news."

The buffalo brave gave her a bow. "Ahem... I am sorry. Word comes from the red hills of the south. A brave of the eastern tribes sighted the great silver sky wagon of the ponies headed south into the the poison land of the black shell masks."

Sheriff Silver Star's eyes grew wide. "Th' Ambrosia headed into th' Badlands?" He gave a rueful shake of his head and spat on the ground. " Tarnation... First th' griffin attack n' now this. If'n it ain't one thing, it's another with this here race."

Braeburn cleared his throat. "Um... okay. Appleloosa will o' course lend whatever hoof they can, but first I got this here key t'..."

Spitfire raised her hoof to silence him, casting a pointed glare at the grizzled lawpony. "What's this about a griffin attack?"

Silver Star met her gaze with a laconic nod. "Seems that one crew with the fancy flyin' contraption got jumped over Horseshoe Bay by a bunch o' no account sidewinders fixin' the put 'em outta th' race. The culprits are coolin' their claws in th' pokey in Baltimare."

Rainbow Dash was in his face faster than her multicolored contrail could fade. "What? What happened to the ponies that got attacked?"

The sheriff shrugged his shoulders. "Dunno. No word on 'em, and they ain't turned up here yet."

The cyan pegasus mare turned to look at her captain. "Cap, we gotta go find 'em!"

The blaze yellow stun flyer nodded, then turned to the Silver Star. "Sheriff, if you've got a map of the area we'd like to give it a look, and maybe if you could spare us a couple canteens of water. We're kinda parched."

She turned and cast a sharp glare at Shootin' Star as a bitter sigh escaped his lips. "You got somethin' to say, rook?"

He stuck his chin out defiantly for a moment as he looked her in the eye, then averted his gaze. "No, Captain."

Spitfire scowled as she gave a satisfied nod. "That's right you don't. Any MORE belly achin' outta you and I'll bounce your tail off the team for insubordination. Got me?"

He gave a sullen nod as a murmur went through the young stallion's hometown crowd. "Yes, Captain."

Sheriff Silver Star set out at a canter toward his office. "C'mon, folks. I got th' maps yonder."

Mayor Braeburn stammered out a plaintive call after the Wonderbolts as they fell into step behind the grizzled lawpony. "But... but... I got this here key t' th' city t' present t' y'all!"

Strongheart gave him a conciliatory smile as she laid a cloven hoof on his shoulder. "Perhaps you will have a chance to give it to them later. I must go take council with my people, farewell for now, Mister Mayor."

With that, she galloped away with Gets Excited Easily in tow, their massive, humpbacked shapes vanishing in the dust.

Braeburn's ears laid back as he looked uncertainly around him, the crowd murmuring with dismay and disapproval hanging in the air. He let out a sigh and adjusted his hat, then turned to address them.

Before he could speak, Fluke the pegasus called out again. "There's more comin yonder!"

The golden maned city official spun about to see two grey, bat winged figures flying erratically toward them. The larger of the two, who seemed to rival his cousin Macintosh in size, hit the ground with his four broad hooves, staggered a couple steps forward, and topped onto his belly with his leathery wings splayed on either side of him and his tongue lolling out of the small mouth opening in his mask. The smaller, slenderer member of the duo landed unsteadily on his hooves, then collapsed to his knees.

The larger one groaned, panting like an overworked dog. "Father! Hhahhh. Hhhahhh... I cannot breathe! Father!"

The thin limbed negasus dragged himself over to his son's side, rubbing his back with a hoof as he turned his steamed up, black goggled eyes imploringly toward the crowd of Appleloosan's "P-please, the heat is too much for us in these suits. Ve beg you, take us someplace vhere there is shade and give us vater."

Braeburn blinked at them in amazement. The slender negasus let out a strangled gargling sound and rolled over on his back with his legs jutting skyward, his right foreleg twitching piteously.

The earth pony mayor shook his head to clear it and gave an urgent nod toward the stricken cave dwellers. "Criminitly! Somepony take these poor fellers t' Morton's place and get 'em some water, pronto!"

With an urgent rustle a detachment of stallions came out of the crowd and lifted the two negasi onto their backs, the quintet carrying Fleidermaus Junior grunting under his weight, and bore them away.

The mayor was left with an unhappily muttering crowd around him as he cast a rueful look at the large golden key in his hoof. With a dragging gait he brought himself around to address them again.

Fluke's voice sounded over their heads before he could begin his conciliatory speech. "More comin! Look!"

Braeburn turned, a scowl furrowing his brow as a tawny pegasi couple in sunset red and tie dye flight suits came in for a landing. He looked them over, and held out the key to the city with a forced smile and a forceful hoof. "Welcome t' Appleloosa. Here's th' key to th' city!"

Golden Bay cast a nervous look at his life partner Granola then held up a hoof of his own. "Woah. Bad vibes, dude. Nopony's gonna wanna hang here if you're gonna harsh their mellow as soon as they land."

The beleaguered mayor snorted a puff of steam out of his nostrils and shoved the key at them with a growl. "Are you two hippies gonna take this here key off o' me, or are we gonna have t' throw pies at y'all?"

The pegasus stallion ruffled his feathers and cautiously craned his head forward to take the shaft of the key in his mouth. As soon as he had it, Braeburn grabbed them both in a double headlock and swung them around toward the patiently waiting unicorn behind the box camera, his horn making a peak in the black hood. The photographer held the shutter bulb in his teeth and called out in a cheery voice. "Shay cheeshe!"

The earth pony mayor barked at him. "Just take th' goldurned picture!"

He gave a glaze eyed, rictus grin as the flash powder went off, causing Golden and Granola Bay's eyes to swirl in a daze, with the large golden key hanging loosely in the pegasus stallion's teeth as a dumfounded expression settled on his mare's face. They both intoned in unison as they stared at the shimmering spots before their eyes. "Whoahhh."

A strained smattering of applause filled the air as the blue smoke from the flash dissipated beneath the banner with its mismatched letter N. The resulting photo appearing in the Appleloosa Picayune would later be the source of considerable mirth in Dodge Junction.

***

Harmony Aeronautics activated their battery powered lights as Celestia's golden sun disappeared over the horizon in a stunning display of turquoise, violet, red, gold, and orange. Pip and Soarin each wore one of the bluish white lamps on a special collar around their necks while two more were mounted on the platform of the Friend Ship while a cheery yellow glow filled the cabin beyond. To make extra space for Rarity, and to elude her probing questions about Quillina, Spike had opted to fly rather than ride, his dark, leather winged shape soaring over the dusty plains in formation with the sky blue pegasus and spotted earth pony.

Twilight took up a watchful position on the terrace, peering skyward with her telescope as the first stars of the evening came out. A flickering of multicolored light on the western horizon caught her attention, and she cocked her head quizzically as it seemed to grow larger and brighter. She shifted position to the bullhorn, activating it with a flick of her horn. "Heads up, guys. There's something approaching from the west!"

Soarin wheeled off from the point of the triangle formation of Harmony Aeronautics flyers and looped back to take a position next to the Friend Ship's railing. He gave a nod toward the growing glimmer of colors. "I'll bet you a Bloomburg apple when we get to Appleloosa that that's Dash out lookin' for us. Odds are word's gotten around about the attack."

The lavender mare shifted back to the telescope, squinting as she peered through it. "I never take bets with that narrow a probability spread, but I'd be glad to buy you a Bloomburg anyway."

She gave him a smile, then wheeled to duck her head into the cabin, giving Apple Bloom a nod. The young handymare was at the wheel, a cup of strong coffee with a bendy straw in hoof. Rarity was curled up uncomfortably beneath a wool blanket on the fold down cot beneath the storage cabinets, her mane and tail frazzled as she slept fitfully with the occasional twitching of her hooves or muttered complaint. Twilight sparked her horn to life and carefully opened the drawer containing their stock of signal flares, floating a cardboard cylinder out and just as carefully closing it.

She showed it to Soarin as she rejoined him on the terrace. "I'll send up a flare to let her know she's found us."

The scholarly unicorn touched the tip of her horn to the fuse sticking out of the bottom, then floated it away from the balloon. It burst forth a hissing, whistling streak of flame that ascended skyward, exploding into a six pointed star when it hit its zenith, then shifted into a diamond, then an apple, then an arrow pointing toward the Friend Ship.

A moment later the distant spot of coruscating colors flickered, then exploded in a radiating ring of rainbow hues. Soarin and Twilight shared a knowing grin, as a the thunderous roar of a sonic rainboom followed close on the heels of the dazzling light show.

The sky blue stallion barely had a chance to let out a startled squawk as something very fast, a blur of cyan blue trailing a rainbow in its wake, caught him around the middle and carried him into the balloon's cabin with a loud crash, a shout of alarm from Apple Bloom, and a warbling cry from Rarity followed by the thud of a pony tumbling out of a cot and landing on the wicker floor of a balloon gondola.

Twilight let out a sigh and brought a hoof to her face as a sandy voice talking a mile a minute sounded out from inside. "SOARINareyouguysokayohmygoshohmygoshohmygoshIheardyouguysgotattackedIwassoworriedaboutyouguyswhathappened."

Soarin's dazed voice interrupted her. "We're okay, Dash. We're okay. Ow..."

Rarity's petulant mutter could be heard in response. "Speak for yourself..."

***

The following morning, as the rosy dawn of the southern deserts touched the crowns of the apple orchards that encircled the town, the early train from Ponyville pulled into Appleloosa station with a hiss of steam and a clatter of hooves on planks as the doors of the passenger cars were pulled open one by one by the conductors.

A blonde earth pony mare with her mane done up in braids beneath a white stetson hat edged in green and gold with a gold filigree and ruby hat band stepped down onto the platform with an anxious look on her freckled face. She shifted her withers to settle her lightly packed saddlebag across her back over a red and white checked gingham dress edged in white lace, self consciously pawing the ground as she cast her gaze around the sleepy denizens of the burgeoning settlement. Working ponies setting about their days work, they fell silent, many of the stallions tipping their hats, as she passed. She smiled thinly and nodded in return, not quite comfortable at that sort of treatment from that sort of ponies.

She muttered under her breath as she adjusted her fancy hat down over her eyes. "'Pinchy hip' my achin' flanks... I ain't one t' question Pinkie Sense, but this is takin' th' whole thing a mite too far..."

She paused on the steps leading out of the station onto the broad, dusty streets of the frontier town, her gaze fixing on a point high above the rooftops, past the orchards being watered by a growing population of pegasi wielding carefully cultivated clouds, over the commanding hill with its single, massive apple tree. She saw the bulbous outline of a purple balloon bearing the crest of a butterfly winged pony, and a quintet of winged shapes flying in a V formation ahead of it. Her apple green eyes widened, and she let out a gasp as she broke into a headlong gallop.

***

Harmony Aeronautics and The Wonderbolts team touched down on a stretch of scrubland on the outskirts of Appleloosa, wearily stretching their legs and wings as Spike helped the earthbound mares in the Friend Ship disembark.

Rarity's plaintive voice sounded as the looming dragonet lifted her gently down to the gravel strewn path that emptied onto the main street. "Do be careful, darling. The very last thing I need right now is to chip a hoof."

Shootin' Star ruffled his wings and turned with a flick of his tail, stalking away toward his hometown. "Now if'n y'all will excuse me, I'm gonna go catch up on that night's sleep y'all cheated me outta..."

Apple Bloom tsked and cast a glare after him as she stepped up to help Pip out of the Luna Moth harness. "Speakin' o' chips, that feller's got a mighty big one on his shoulder. What all is that colt's problem anyhow?"

Spitfire scowled after her receding team mate. "A boot in the rump is gonna be his problem one of these days."

Soarin gave a chuckle as he patted her across the back with an outstretched wing. "Ease off, Cap. I don't blame him for being cranky. You guys didn't have to go so far out of your way lookin' for us."

Rainbow Dash stepped up, cracking her neck with a grimace before giving him a smile. "Hey, we did this as much for ourselves as for you. I wouldn't have been able to keep my head in the race worrying about you guys."

She cast a look in Shootin' Star's direction. "Mister surly there's still got a lot to learn about bein' on a team. He still thinks it's all about him, when the secret to bein' a good formation flyer is knowing where your squaddies are at and makin' sure they're safe."

The rainbow maned mare gave Soarin' a wink. "And once you're on my team you stay on my team, even if you don't happen to be in the same formation as me anymore."

Before the sky blue stallion could reply, a loud voice called out from up the path accompanied by galloping hooves on gravel and a cloud of dust. "SOARIN!"

He looked up, a dumbfounded expression spreading across his face as his green eyes went wide. "A-applejack?"

In a few short bounds the tearful earth pony mare was on him, rearing up to throw her hooves around his neck and drag him into a passionate kiss that made his knees go weak and his wings go rigid.

Part 31 - Collision Course

Applejack was circling Soarin as soon as they both came up for air from their greeting, staring in horror at the healing slashes across his flanks and the deftly repaired tears and muted blood stains on his flight jacket. "Land sakes! What did those varmints do to ya?"

Her voice cracked slightly as she brought a hoof to her mouth and stared at the red stripes across his cutie mark. "Just... just look at ya!" She let out a sob as tears began pool at the corners of her apple green eyes.

Soarin turned to face her and took her into a tender hug with both forelegs and wings. "Shh... It's okay, sweetheart. I'm fine. Really." He gave her a wry smile. "I'm not much to look at even on a good day anyway."

He pushed her back to foreleg's length, his admiring gaze playing across her gingham and lace finery and her plaited golden locks trailing beneath the hat she'd worn on their first magical date. "But look at you! What did I do to deserve this?"

A blush bloomed on her cheeks beneath her freckles, as she wiped a foreleg across her nose and sniffled through a fragile smile. "Ya made it here alive, ya boneheaded galoot." With that, she craned her neck forward and brushed another kiss across his lips.

He answered her back with a peck on the nose. "Well, I guess I'll have to keep doin' that then."

She nodded with a relieved chuckle in her throat. "Like I said back in Ponyville, ya better."

Both earth pony and pegasus were distracted by a pointed clearing of the throat from Rarity. "Applejack, darling, what are you doing here?"

Applejack disengaged from her beau and turned to face the disheveled alabaster mare, Twilight, Dash, and Spitfire, who stood with her jaw hanging in disbelief. She gave them a grin as she ambled over with Soarin in tow. "News o' them lowdown varmints bushwackin' Pip n' Soarin was in all o' th' evenin' papers last night."

Her expression became grave. "Soon as I heard I was just 'bout fit t' be tied, I was so outta my head with worry. If'n it weren't fer Pinkie n' one o' her twitchy feelin's, I woulda been down in Baltimare by now lookin' t' hire a boat t' take me out on Horseshoe Bay."

A fond smile stole onto her face. "Ol' Pink stopped me at th' front gate o' Sweet Apple Acres as I was headin' fer th' station with my saddlebags packed, told me everythin' was gonna turn out okay and that I'd see y'all in Appleloosa, and even marched me back inside n' made me get all gussied up fer th' trip."

Applejack pawed the ground self consciously as she cast a blushing gaze down at the frilly, red and white checked outfit she wore. "Fer th' life o' me I can't figure how she managed t' talk me into this fancy getup in th' middle of a crisis, but y'all know what they say 'round Ponyville when Pinkie's a' twitchin'."

She looked back at them, her smile widening. "And I reckon it came out like she said it would."

Twilight shook her head with a chuckle and a wry grin on her face. "Truly the Pinkie Sense works in mysterious ways."

An arch expression settled on Rarity's haggard features. "Indeed. Only one of her twitchy premonitions could have predicted you'd show up in Appleloosa looking better than me."

The blonde farm mare let out a chuckle as she stepped forward and gave each of her fellow Elements of Harmony a hug, then extended a hoof to Spitfire, who took it after shaking off her daze. "Howdy, Cap'n Spitfire. I'm Applejack Apple. I've heard a lot about ya from Soarin n' Dash."

The blaze maned pegasus blinked at her, a wary smile creeping onto her face. "So you're Soarin's new marefriend, huh?"

The apple farmer nodded matter of factly as she cast a sidelong grin at her sky blue stallion. "I reckon I am."

They both turned, bemused looks on their faces, at an exultant squeal coming from Rainbow Dash as she rose into the air with her fore hooves covering a broad grin across her cyan features. Even Rarity seemed to come a bit out of her put upon, under slept, un-groomed funk with a smug grin on her face at the sight of one of her matchmaking projects bearing such sweet fruit.

Spitfire took advantage of the distraction to lean in and whisper in Applejack's ear. "Be good to him."

The blonde mare whispered back with an earnest look on her face. "I aim to."

They met eyes as they both pulled back, the lean yellow pegasus giving a nod of satisfaction. "Yeah, I think you and me should get along just fine."

Applejack grinned at her, then cast a look at all of her other friends as she beckoned them toward the awakening town of Appleloosa. "Well, speakin' o' gettin' along, what say we all get along t' breakfast. We can catch up better over a good cup o' joe n' a big ol' stack o' wheatcakes n' applesauce at my auntie Pan Dowdy's place."

***

By noontime the scene at the Salt Lick was lively as racers, support crew, and excited Appleloosan race fans gathered around the tables of the burgeoning city's finest watering hole, eating, drinking, boasting, and making merry. Today was a day of rest and recuperation, marking the halfway point of the race before setting out on the difficult leg over the San Palomino desert en route to Los Pegasus.

Gaily feathered saloon fillies were kicking up their sequin spangled horseshoes on stage as a scrawny earth pony in starched collar, vest, and bowler hat pounded on the keys of a slightly out of tune piano to the accompaniment of a pegasus with a very out of tune banjo. The establishment's immaculately dressed owner Morton stood behind the ornate bar, watching the proceedings with a wry gaze as he set up round after round of drinks and watched his till fill up with bits.

The boisterous music was overwhelmed by the din from the table occupied by Shootin' Star, who held court over a rapt hometown crowd with tales of his exploits as a Wonderbolt to the accompaniment of much hooting, hollering, and tossed hats. The booth containing Air Hammer and Ice Tongs, the brash, blue collar duo from Cloudsdale, was even louder, as the two muscular pegasi filled their tabletop with emptied mugs of hard cider and cleaned off plates of nachos and jalapeno poppers and filled the air with their raucous laughter.

In sharp contrast, the bat winged negasi from Hollow Shades crouched in a darkened corner of the tavern, still looking a bit peaked from the prior day's brush with heat stroke as they sipped chilled tomato juice and watched the proceedings with an owlish gaze. Baron Redtail sat with regal hauteur at another out of the way table, attended by his loyal servants Gunther and Greta. Silver fork and knife in claw, he quietly dined on a grilled filet of a tuna that the burly male griffin had caught on his return trip over Horseshoe Bay after turning the LaFish brothers over to the authorities in Baltimare.

In the middle was the table reserved for the guests of Appleloosa's mayor. Braeburn's mood had improved immensely from the prior afternoon, as he chatted with his cronies on the town's Chamber of Commerce and enjoyed the vibrant mood of the townsponies and visitors all around him. Golden Bay and his partner Granola sat at his side with fixed smiles on their tawny faces, wracking their brains for an excuse to slip away that wouldn't earn them a piercing glare from their host and cause his hoof to stray toward a pie sitting ominously at his side, uneaten.

A sudden silence descended over the room like a needle suddenly dragged off of a phonograph record as the doors swung open to reveal a pair of scrawny unicorns caked from horn tip to hoof in rust brown dirt. Their goggles were enveloped in greenish magic as they were raised, revealing sharp outlines of yellow around two sets of bloodshot eyes that flicked warily across the flatly staring faces of a room full of ponies.

Their hoof steps clacked across the hardwood floor over a low sound of muttering coming from the racers' tables as they made their way to the bar, necks straight and tails hiked. Morton eyed them as he polished the inside of a mug with a bar rag. "Can I help you colts?"

One of the pair spoke, coughing a cloud of dust past his ragged mustache in a parched voice as he levitated a small satchel of bits marked with a skull and crossbones from a pocket on his flight suit. "I am Professor Destiny, and this is my brother Doctor Insanity. T-two birch beers, if you please, my good stallion."

The Salt Lick's owner gave them a wan look, continuing to diffidently polish mug. "Ain't got no birch beer. Y'want cider, maybe?"

Both unicorns flinched at the word, and the clean shaven one plucked a pair of dark spectacles from a pocket and set them on the bridge of his snout. "Er... no thank you. Two ice waters, then."

Morton pursed his lips, gave a disapproving shake of his head, then turned to pull down a couple glasses from the shelf.

Destiny and Insanity's ears rotated back at the sound of two pairs of heavy fore hooves cracking down on a tabletop behind them, followed by the sound of of wing beats that came to a stop overhead. They glanced over their shoulders to see the team from Cloudsdale looming over them, fore hooves crossed belligerently and fierce scowls on their faces.

A harsh growl came from Air Hammer's throat. "Youze guys got a lotta nerve showin' up here after you took out all them pegasi with your dirty tricks."

Ice Tongs cracked his hooves menacingly. "Speakin' o' tricks, did I ever show ya that one where I use a unicorn like a javelin, Hammer?"

His partner shook his head, flexing the rippling muscles in his thick neck. "No, Tongs, but maybe if youze demonstrate wit' one of them I can copy yer technique wit' da udder one."

The burly, ice blue pegasus' brow furrowed over a predatory grin as the two unicorns quailed under his gaze. "Sure 'ting, Hammer. We'll need somepony t' paint a target on a nice sturdy wall. Whoever's farthest from th' bullseye buys th' next round, okay?"

The sound of hooves on hardwood and chairs scraping backwards from tables filled the room as more hostile voices were raised.

"I want in on that!"

"Me too. I'll buy two rounds if I can take two turns."

"I'll want a couple practice throws before we start."

"You know what, I bet they'd fly straighter if we added some feathers."

"Yeah, we could stick 'em on with some tar."

Professor Destiny gave a weak grin as he and his brother backed against the bar, facing the growing crowd of irate pegasi standing and hovering over and around them. "N-now now, f-fillies and gentlecolts. We're certain we have no idea at all what you're talking about."

Doctor Insanity tugged at his collar with a hoof. "Er... yes. We were miles away from any unfortunate incidents that might have occurred on the race route behind us."

His mustachioed sibling drew himself up, trying to sound imperious and failing as his voice cracked tremulously. "At any rate, Celestia herself is our patron. You... you wouldn't dare lay a hoof on us!"

Air Hammer shared a glance with his partner, then loomed closer as both pegasi shrugged indifferently. "We'll make sure t' apologize in person t' her highness once we cross da line in Canterlot."

Ice Tongs' expression darkened. "She's got a lotta time t' forgive us. Either way, we'll be outta da hoosegow before youze bums is outta da hospital."

They both stopped short as a third voice sounded from below them. They looked down to see Braeburn glaring up at them, his goatee jutting fiercely from beneath his handlebar mustache. "Now hold on up there, colts. We don't want no trouble here. Appleloosa is a peaceable town and I aim t' keep it that way."

Everypony in the crowd winced at the sharp crack of the front doors slamming open, and turned to see Applejack stomping determinedly across the hardwood floor, her white stetson canted at a belligerent angle over her simmering green eyes, her aggressive body language belied by the red and white checked gingham and lace adorning her muscular frame.

A thoroughly confused look washed across Braeburn's face as he watched her make her way through the crowded saloon. "Uh... C-cousin Applejack, what all are ya doin' here?"

She cut him off with a growl and a flick of her lashing tail. "Not now, Braeburn."

All eyes followed the blonde mare as she approached Baron Redtail's table, rearing up to slam her fore hooves down on the tabletop and sending the half eaten plate of tuna and wine glass flying into the startled griffon's face. "I got business with this here no account varmint."

Greta gave a shriek of indignation and launched at her, talons at the ready, only to take Bucky McGillicutty in the beak as Applejack pivoted on her forehooves and snapped off a lightning fast kick that crumpled the griffoness around her hoof and sent her reeling backwards to land in a heap of groaning feathers on the floor at her master's feet. The farm pony twisted her powerful torso back and landed in the same position she started, her expression unchanged as her tail lashed behind her under the lacy hem of her dress.

Redtail held up a claw to stop Gunther as he used the other to brush off the front of his tunic, casting a rueful glance down at his stunned maidservant that slowly pivoted up to meet Applejack's furious gaze. He cleared his throat and addressed her in a tone of wounded dignity. "I beg your pardon, madam. I do not believe ve have been properly introduced."

The blonde mare opened her mouth to reply, but was interrupted as Soarin came galloping through the door with a bang, shouting her name. "Applejack! Honey, wait!" He stopped short as he saw her standing at the Baron's table, and brought a hoof to his face. "Oh sleet, hail, and freezing rain."

The griffon noble's eyes flared, then narrowed as he turned to face Applejack again. "Ah, it becomes clear. You are this stallion's mate, ja?"

The freckled earth pony snorted steam from her nostrils and hoisted herself up on the table, jutting her jaw out pugnaciously as she faced Redtail down with her hooves braced on the tablecloth. "Durn tootin' I am, Celestia n' Luna willin', and I'm here t' tell y'all that if'n you harm one hair on his mane I will end you."

The Baron sniffed disdainfully. "This is a matter of honor, my dear mare. Your mate agreed to my challenge, and is bound by his vord."

He leveled a cold gaze on Soarin as the sky blue pegasus as he trotted up. "Although you bring much dishonor on yourself and your vaunted Vunderbolts by trying to vurm your vay out of our duel by hiding behind this filly's skirts."

Soarin huffed and rolled his eyes. "Believe me, pal, when I told her about it I didn't expect she'd do this."

Applejack leaned further into Redtail's face, forcing him a bit down in his chair. "You'll get yer consarned duel, ya bullyin', highfalutin' varmint. A promise is a promise and any stallion o' mine ain't ever gonna back down on his word if'n I got anythin' t' say about it."

The griffin gave a nervous glance to Soarin, who shrugged with the ghost of a lopsided grin at the corner of his mouth as he turned his fond gaze back to admire his beloved mare. By Celestia, she was so beautiful when she was angry, he thought to himself, like a thunderhead lit from within by lightning.

Applejack hiked her tail and leaned in farther, jabbing her hoof hard into the Baron's leonine chest and regaining his wide eyed attention. "But I'm makin' ya a promise o' my own, which is if'n ya hurt him, even a little, I will hunt ya down t' th' ends o' th' earth n' make sure there ain't enough left o' yer mangy carcass t' string up my ol' fiddle. Comprende?"

Redtail gave a hasty nod, completely flabbergasted at the implacable menace radiating from this little pony mare's eyes, and opened his beak to reply when suddenly Gunther exploded with a roar of rage at his master's side, unable to hold back any longer. "HOW DARE YOU THREATEN HIS EXCELLENCY!?"

The blonde earth pony mare bunched her hind legs and wheeled as the burly griffon leapt for her, his talons shredding gingham as a powerful double hoofed buck burst forth from the red and white checks and slammed into his chest. His savage roar choked off to a feeble wheeze as all the air was forced from his lungs. He tumbled head over paws in a long arcing trajectory, then collided midair with Air Hammer, Ice Tongs, and the shoal of angry pegasi looming over Professor Destiny, Doctor Insanity, and Mayor Braeburn.

A moment later, the Salt Lick erupted in the biggest knock down, drag out, furniture busting, wall shaking brawl it had experienced since the brief range war between the pony settlers and the local buffalo tribe that friction over the apple orchards and an ill considered song and dance number had set off a decade ago.

***

Twilight, Rarity, Apple Bloom, and Pip screeched to a halt on the saloon's porch, panting from running through town after Applejack and Soarin. The red headed handymare apologized between ragged breaths. "I'm... hahhh... s-sorry, y'all. I just don't... hahhh... know th' lay o' this ol'... hahh... this ol' town as well as AJ does."

Pip reached up a hoof and patted her on the back. "No fear, luv. We found it eventual... oh dear, get down." With that he pushed her down to the deck as a heavyset earth pony came hurtling through the doorway in a crash of splintered wood that was harmlessly deflected by a shimmering purple barrier cast by Twilight.

Apple Bloom gave her young stallion a fond peck on the cheek as he helped her back to her hooves. "My hero."

The burly Appleloosan sprawled in the street behind them shook off his daze, hurriedly retrieved his crumpled hat, and wheeled to gallop back inside with a whoop of excitement as they watched him rush past with their eyes wide in shock.

Rarity let out a gasp as she brought a hoof to her mouth. "Heavens to Luna, how unutterably crass!"

Rainbow Dash and Spitfire came to a hovering stop over their heads, joining the Harmony Aeronautics team in staring in disbelief at the cloud of roiling dust and kicking hooves dimly visible inside, the sounds of breaking wood, shattering glass, and an off key piano and banjo combo accompanying the thunderous donnybrook.

The pegasus mares gave one another a startled glance as Shootin' Star's voice could be heard over the din. "Everypony gimme some fightin' room!"

With a terse nod between them, they dove into the haze of battle in attack formation.

Apple Bloom lashed her tail nervously as she peered into the brawl. "So... um... what should we do?"

Twilight's horn flared as she deflected a large chunk of table with her magic. She glanced down the street, spotting a grim faced Sheriff Silver Star at the head of a phalanx of deputies making their way toward the Salt Lick.

She shared a brief glance with Rarity, then turned to their employees. "Princess Celestia once gave me some excellent advice in just this sort of situation."

Pip drew himself up with a curiously cocked ear. "Oh yes? And what was it?"

The lavender mare wheeled, jerking her horn toward the purple dome of the Friend Ship waiting on the outskirts of town. "Run!"

With that, they took to their hooves, galloping away in a cloud of dust as the forces of law and order converged on the shuddering, groaning saloon.

***

Soarin and Applejack stood tail to tail on the table, fending off bits of flying furniture and the occasional tumbling body as the tumult surrounded them on all sides.

He called back to her over his shoulder. "There's something I gotta ask you about what you just said to Baron Redtail, sweetheart."

She reared up, batting away a hurtling root beer bottle with a fore hoof. "Kinda busy here, sugarcube."

He swept a wing to deflect a half splintered chair. "Sure, sure. But were you serious about bein' my... uh... bein' my mate?"

She bucked aside a table top, splitting it down the center with a deft strike of her rear hooves. "I don't fib, darlin', specially 'bout that sorta thing."

He leapt skyward with a beat of his wings, allowing a brawler to slide across the table beneath him and then landing smartly on his four hooves. "So... does that count as a marriage proposal?"

She planted a hoof in the face of a another combatant, causing him to drop the broken table leg he held in his teeth and slump to the floor in a daze. She cast a searching look over her shoulder, her heaving sides and flanks draped with tatters of lace and gingham, her white stetson long lost in the hurricane of combat as her mane hung in tangled strands of gold, framing a hopeful, blushing face. "What all would ya say if'n it was?"

He wheeled to meet her gaze, a light positively shining in the depths of his green eyes. "I'd say yes. Yes, Applejack. Yes."

She drew in a breath as she turned, taking him up in an embrace as their lips met in a kiss. Time slowed down, and the jangling tempo of the piano and banjo somehow shifted into a stately waltz as flying shards of broken glass glittered like stars in the clouds of dust suddenly gone pink and hazy around them. His wings flared, and curved in around her as they both felt two hearts beating in tandem through one another's chest.

The spell was broken by the sound of a harsh voice calling out above. "Everypony gimme some fightin' room!"

Applejack's eyes went wide as she shoved Soarin aside. "LOOK OUT!"

The sky blue pegasus watched in horror as a winged blur in a blue and yellow uniform dove past, clipping his beloved mare across the forehead with outstretched front hooves. Jangling brass bells and triangles materialized in a halo around her ears as her eyes rolled back in her head, and she toppled to the tabletop with her legs loosely flailing, her body bouncing hard off of the surface and rolling onto the wooden floor below, where she lay groaning and coughing, curling into a fetal position as the little instruments were joined by fluttering winged apple trees dancing crazily to their accompaniment.

Soarin touched down beside her and took her in his hooves, crying with alarm into her slack face as her eyes spiraled in opposite directions. "Applejack! Baby, speak to me!" He frantically batted the tiny bells and triangles away with a sweep of his wing.

The stunned mare muttered under her breath as she focused on opposite corners of the room. "That's a fine bucket o' cranberries, prime minister. Have a baked accordion with yer sandwich, compliments o' the fire department."

The sky blue pegasus flinched as an all too famliar voice sounded overhead. "Dagnabbit! Just when I was hopin' t' finally get a li'l payback fer the Hippodrome, another dang foal mare's gotta jump up n' cover fer yer fat rump, lardo!"

Soarin's wings drooped as he let out a long, shuddering sigh, easing Applejack's head gently to the floor. He planted a tender kiss on her forehead. "Rest here for a minute, sweetheart. I'll be right back."

She burbled in her daze. "Bananas ain't right. You tell 'em I ain't havin' 'em on the steerin' committee."

Soarin turned and looked up at Shootin' Star, his green eyes smoldering with resolve. "Okay, colt. That's more than enough outta you."

The younger pegasus rolled his eyes and beckoned him. "Oh, ya gonna take me on, chubby? I ain't gonna stay still long enough for ya t' sit on me, so what do ya think yer gonna do? Lets hear it, fatso. I could use a good laugh."

His face fell as Soarin shot upward faster than he could react. His head snapped back in a blossoming of tiny fireworks as a pair of solid hooves slammed up under his jaw. Shootin' Star's legs and wings drooped bonelessly as he fell like a ragdoll, but he only dropped a short distance before his former team mate and rival executed a tight backflip, bringing his rear hooves up into the rookie Wonderbolt's body and launching him upward.

Once, twice, three times Soarin looped and kicked Shootin' Star higher and higher, knocking loose change out of the younger stallion's pockets in a jingling, glittering shower of bits with each impact, before sending him crashing into a brass chandelier above where he hung suspended from the ornate metalwork by his flight suit. His eyes began to spiral in opposite directions as tiny, fat pegasi in Wonderbolts uniforms orbited his head ringing little bells with sledgehammers.

Soarin placed a hoof under the stunned pegasus' chin, raising his spiraling eyes to meet his level gaze. "There's a big difference between talkin' and doin', colt. Maybe when you figure that out you'll really be worthy of that uniform you're wearing."

With that, he gave Shootin' Star a shove, sending him spinning lazily on the creaking, wobbling light fixture as he dropped back down to Applejack's side.

Rainbow Dash and Spitfire burst out of the cloud of dust floating up from the tumult below, their eyes wide and staring and their jaws dropped in shock as they took in the sight of Soarin drifting down from the chandelier, brushing off his hooves with a deadpan expression on his face. He gave them a nod as he passed. "Ladies."

He landed by his newly betrothed love and took her in his hooves, lifting her up off the floor with a beat of his wings. She groaned, and stirred in his embrace, looking up at him with slightly unfocused eyes. "Was... was I dreamin', or did ya just say you'd marry me then go n' whup somepony's kiester?"

Soarin smiled at her and nuzzled her cheek. "Yes on the first one, maaybe on the second one. Now you just rest easy, sweetheart, and lets get you some fresh air."

Applejack snuggled against him, wrapping her forelegs around his neck with a sigh. "Okay."

As the sky blue pegasus and his blonde earth pony bride to be floated up to one of the galleries overlooking the fracas on the saloon floor, both Dash and Spitfire still hung suspended, staring at their teammate's inert form dangling from the chandelier.

The blaze yellow Wonderbolts captain brought her hooves to her forehead with a wail of dismay. "Oh for sleet's sake! Soarin just served Shootin' Mouth his rump on a rack and I loopty loopin' missed it?"

The rainbow maned pegasus patted her comrade on the back with a gentle hoof. "It's okay, Cap. I have a feeling this won't be the last time this happens to him. Now come on, let's get him down. He's still our teammate."

Spitfire muttered grudging agreement under her breath as they flew up to untangle Shootin' Star from his predicament.

***

A bruised and battered Professor Destiny and Doctor Insanity crawled on their bellies out the front doorway of the Salt Lick, loose chairs and chipped mugs bouncing out onto the porch over their supine forms from the roiling cloud of hoofticuffs that hung in the air inside.

Insanity took a furtive glance over his shoulder as he pushed his spectacles up his snout with a shaking hoof. "I think it's high time we put the town of Appleloosa behind us, brother."

The bespectacled unicorn smiled wistfully to his sibling. "Kind of like the old days, isn't it?"

Destiny nodded, wincing as a bottle clipped the tip of his horn and set it momentarily vibrating. "I couldn't agree more, brother. I believe we've more than worn out our welcome in this wretched little whistle stop."

Both brothers' heads whipped around at the sound of a pony clearing his throat. They looked up to see Sheriff Silver Star and his deputies standing over them. The veteran lawpony wore a deadpan look on his face and twirled a set of hoofcuffs around the tip of his forehoof. "I dunno, gents. I reckon I could come up with a reason for y'all t' stick around."

Destiny and Insanity both gave him a sickly smile as they tried to edge backwards into the saloon. The Sheriff tsked and spat on the ground, motioning one of his deputies to take them into custody with a jerk of his grizzled head.

A look of puzzlement washed over Silver Star's face, as he felt a low rumbling sound through his hooves that wasn't coming from the pitched battle inside the Salt Lick. It grew in volume and intensity, until all of his deputies began to exchange nervous glances.

One of the badge wearing ponies turned to peer down the street, his eyes growing wide as a veritable carpet of dark, shaggy humped shapes appeared on the horizon beneath a cloud of trail dust. High above them, a similar shape flew on large wings, its fur gleaming white in the blazing desert sun with a smaller, darker winged shape flying close behind.

The Sheriff and his deputies stared in shock, their jaws dropping as alarm washed across their features. They were galvanized into action as in the distance somepony shouted. "STAMPEDE!"

Silver Star reared, kicking his forelegs as he howled out to his scattering assistants. "TAKE COVER!"

In moments, it was like an earthquake was shaking Appleloosa, as a vast herd of buffalo thundered across the city limits like a crashing wave, knocking over signposts and mailboxes as they swept through. The look on their faces was ecstatic, as they called out chants. "Tatanka! Tatanka! The White Buffalo has come to us as the prophecy said!"

The gleaming white shape dropped into a steep dive, flaring its huge wings as it came to a hovering stop over the milling herd's shaggy, horned heads. It was indeed a buffalo, with a snowy white coat bearing the faintest tinge of pink, wearing a souvenir ball cap and a set of cheap panniers that looked to have been hastily purchased from a hospital gift shop in Fillydelphia.

He raised his cloven fore hooves in a calming gesture. "My people, I am not the one from the prophecy! I am merely Flies Like Thunder the shaman! My hide has been bleached by chemicals! Listen to me, o hoofed bretheren, I am not he who is foretold around the drum circles!"

He let out a sigh and raised a hoof to his broad forehead as excited cries came from the herd below.

"Be quiet! Tatanka said to listen! He is going to share his wisdom!"

"He brings the dawn of a new age for all who walk on hooves!"

"What presents did you bring us, o White Buffalo?"

Flies Like Thunder gave a wan look to Long Range as the cobalt blue pegasus fluttered down beside him. "I don't think I'm getting through to them, kemosabe."

The denim clad stallion shrugged and scratched the back of his head under his light grey stetson, peering down at the throng through his black goggles. "I reckon ya shoudn'ta come t' town."

The bleached buffalo nodded gravely, noting the Sheriff clinging to a lamp post amidst the sea of shaggy brown backs that filled every inch of open space between the buildings of Appleloosa. He drifted over to float beside the wide eyed lawpony. "I'm terribly sorry about this, Lawgiver Of The Ponies. It's going to take a while to sort this all out, I'm afraid."

***

Crouched beneath the porch of the Salt Lick with their fore hooves cuffed together, Professor Destiny and Doctor Insanity peered out at a forest of sturdy buffalo legs shuffling in the dust as the crashes and thuds from the epic brawl still rang through the floorboards above them.

Insanity straightened his slightly cracked spectacles. "I still think we should get while the getting's good, brother."

Destiny sighed and nodded ruefully. "I'm quite in agreement, brother, but I think it would further behoove us to lay low for a while, and slip out under cover of darkness."

His sibling nodded his agreement, as the pair shrank further back into the shadows.

***

A harsh wind blew across the blasted plains of the badlands, howling like the inmates of Tartarus around the jagged outcroppings of rust red rock that jutted from the blighted landscape. The sun was a hazy smudge in the orange tinted, overcast sky that hung like a dragon's underbelly over the waste.

At the base of one of the rock formations, a circular hatch popped open, its back face trailing ropey lines of sour greenish glowing slime into the darkened space beyond. A sound of scuffling came from within, and a pastel pink earth pony mare with a tiara for a cutie mark was rudely shoved into the bleak light, staggering drunkenly as she fought to stay on her hooves. She stood with her legs askew, blinking and shivering, a glaze of mucous slicking down her coat and causing her pearl streaked, lavender mane to hang in soggy, matted tangles around her shellshocked face.

A black, fanged parody of a pony's head poked out of the hole, squinting its luminous blue eyes in a grimace of disgust and gagging as it stuck out its segmented tongue. "BLECCH!"

With that, it reached up a pitted, chitinous hoof and yanked the hatch shut with an abrupt slam.

The stricken mare's eyes flared indignantly, and she spun to shriek at the suddenly seamless rock face behind her. "Blecch yourself, you copycat cockroaches! Maybe I don't like you very much either!"

She surged forward, stumbling as she threw herself against the wall and pounding her hooves on the unyielding, featureless stone. "In fact, maybe I hate you! I HATE you, do you hear me?! I'm gonna buy out a bug spray company and have 'em ship their whole stock out here. And I'll make you pay the freight and handling before we start fumigating! Do you hear me?! I HATE YOU!"

She pushed off from the rust colored rock and wheeled, panting raggedly as she took stock of her surroundings with a growing look of desperation on her face. The blasted, lifeless, dun colored expanse extended toward the horizon in all directions.

Diamond Tiara reared up, shaking her hooves at the heavens as she screamed out in rage and despair. "I HAATE EVERYTHIIING!"

***

Prince Blueblood and the flawless image of his young bride stood at the panoramic glass windows of the Ambrosia's forward ballroom, gazing out over the dust and buffalo choked town of Appleloosa as it came into view below them. She was dressed in an elegant mauve party frock with a white silk stole, and held a champagne flute in the hock of her fore hoof. Finely dressed Canterlot ponies stood around them, murmuring their relief and raising grateful toasts at seeing the rustic frontier community after having escaped from the dangers of the wilderness. As one they agreed, a late arrival was far better than not arriving at all.

The off white unicorn stallion proffered his glass to the creature masquerading as his pink princess, and she clinked hers to his without drinking it. She leaned in to murmur in his ear. "Doesn't anypony even like your wife? The best I'm sensing is grudging tolerance, and I can't make a meal out of that anymore than you matter eaters can subsist on styrofoam."

He took a sip of champagne with a smug grin, and tipped his horn over to reply. "They don't have to like you, they just have to see you. That's the deal. You can carry out all the empty, parasitic romances you like once we've returned to Canterlot, as long as you keep up the illusion that our lovely bride is in good health and of sound mind when she signs over her power of attorney to us."

He sniffed disdainfully. "Or you can feel free to turn yourself over to the crew, and see how long it takes them to break out the fly swatters. Your choice, darling."

Her lip twitched in a sullen sneer. "I get the feeling ponies don't like you much either, darling."

He tossed his meticulously coiffed mane as he levitated the glass from her hoof and drew it into his orbit. "You're getting much more accurate in your imitation. Well done."

She lashed her tail. "It's getting easier by the moment. I should have just stayed confined to quarters. All this veiled contempt in the air is making my nodes ache."

Blueblood took another sip and gave a slight shake of his head. "Well, you would be if you hadn't almost blown your cover by apologizing to the Captain. Take care about that in the future. It's dreadfully out of character."

The imitation Diamond Tiara let out a huff and wheeled to stalk off the deck. The unicorn prince smiled like a cat looking out from the inside of a birdcage, tipped her glass after her, and took a deep pull of the sparkling beverage it contained.

***

Judge Lima Bean banged his hoof sharply on the bench as he scowled at the crowd of bruised, bandaged, disheveled ponies clogging up his courtroom at the Appleloosa courthouse. "Three days in th' clink fer th' lot o' ya fer disturbin' th' peace and destruction o' property!"

A murmur went through the court as Spitfire stood and raised her hoof. "Uh, permission to address the bench?"

The wizened green earth pony judge screwed up his pinched features and spat a gob of tobacco juice into a nearby spittoon, then irritably nodded his assent with an abrupt wave of his hoof. "Keep it short, filly."

Her eyes flared, but the blaze yellow mare assumed a polite expression as she cleared her throat to speak. "Um, what about the Pegathalon, your honor?"

He snorted contemptuously. "I don't give a flyin' fig 'bout no goldurn Pegathawhatsit. Y'all shoulda thought about that 'fore ya decided t' raise a rumpus in my parrish."

Spitfire huffed indignantly, and was about to speak up with a spirited response when Shootin' Star, looking rather bruised and dejected with his jaw bandaged shut, reached up from his seat and laid a hoof on her shoulder, slowly shaking his head in warning. She scowled down at him, pursed her lips, and petulantly took her seat.

Another pony toward the front of the assembly of prisoners stood, clearing his throat. Judge Bean fixed the battered earth pony with a hawk like glare. "What now, Braeburn?"

The disheveled town official tried to straighten his lopsided collar. "Um... I'm kinda th' Mayor, Judge Bean. I really shouldn't be..."

The sour faced magistrate cut him off with another rap of his hoof. "Shoot, sonny. I don't give a flyin' fig 'bout that neither. Ya wanna git wrapped up in a riot, ya take yer lumps like everypony else."

He spat out the rest of his tobacco with a loud clang from the brass spittoon and banged his hoof with finality on the worn surface of his bench. "Okay, that's enough jawin' fer one day and I got a canasta game in chambers t' git to. Court adjourned! Deputies, escort these malcontents and ne'er-do-wells t' th' jailhouse."

With that, he rose to his hooves and left in a swirl of black robes, settling his bowler hat on his bald pate and biting off a fresh hank of tobacco.

Applejack and Soarin sat side by side, holding hooves and gazing into one another's eyes, ignoring the bruises, the healing slashes on the sky blue pegasus' sides, or the bandage across the blonde mare's forehead as they basked in one another's glowing smile. All around them, the penitent subjects of Appleloosan justice filed out of the room under the guidance of Sheriff Silver Star and his deputies, bunching up at the doors leading outside as they tried to move through the press of buffalo filling the streets beyond.

Seated in the much more sparsely populated spectators' bleachers in the back, Rarity and Twilight both heaved a sigh and brought a hoof to their faces, as Apple Bloom, Pip, and Spike watched them lead Applejack, Soarin, and the Wonderbolts away under guard.

Part 32 - Holding Patterns

The sun was low on the horizon as Strongheart gave a huff and gently butted one of her more fervent tribesbulls to move him along. "Go home, Wool Over Eyes, he's not The White Buffalo. He's a very naughty boy!"

She cast a glare up at Flies Like Thunder, who cleared his throat sheepishly and avoided her gaze. The buffalo princess and a contingent of tribal elders had been working tirelessly all afternoon to disperse the ecstatic herd of Tatanka's adherents.

Finally, the flying buffalo shaman and his faithful pegasus pony sidekick Long Range had space to touch down on the street, which was pockmarked with a million cloven hoof prints. Townsponies were just beginning to poke their heads out of their doors and windows to survey the aftermath of the stampede.

Flies Like Thunder pawed at the ground, still not quite able to meet Strongheart's eye. "Thanks for your help, cousin. I'm heap sorry about all this."

The honey brown buffalo cow rolled her eyes. "It is fortunate for you that you are father's favorite nephew and godcalf."

She shook her head and beckoned him with a hoof as she turned to leave. "Now come along, he expects you at the council fire to explain just how all of this has come to pass." A faint smirk flitted across her deadpan features. "It should be quite entertaining."

The bleached bull traded a nervous glance with Long Range, gulped loudly, then fell into step behind his cousin.

***

It had taken Appleloosa's law enforcement cohort most of the afternoon to book the participants of the Salt Lick brawl, herding the stallions and mares into separate cells in the town's modest jail house. Each combatant got their information recorded, including a photograph and hoofprints, and were then searched by a dour faced matron with very cold hooves.

Those that needed medical attention for assorted bruises and contusions were seen to. All clothing and belongings were confiscated, catalogued, and interred in cardboard boxes, replaced by a jail house issued black and white striped smock and cap, with wing bindings for the pegasi and other flyers and magic suppressing safety corks for the unicorns.

Applejack sat at the bars of the cell with a beatific expression of contentment on her freckled face, as she calmly weathered the attentions of a a thoroughly bored Rainbow Dash.

The cyan pegasus mare paced a circle around her old friend, singing to her in a gleefully mocking tone of voice. "AJ and Soarin, sittin' in a tree, k-i-s-s-i-n-g, first comes love, then comes marriage, then comes AJ with a baby carriage."

Spitfire snarled across the cell from her bunk bed, as she laid on her back staring at the crudely carved (and downright crude, for that matter) graffiti on the wooden planks above her. "Will you cut that out, Dash!? It wasn't that funny the first time and it's still not funny the three hundredth time."

The rainbow maned stunt flyer shook her head, giving Applejack a wicked grin. "Nope! You'll see how funny it is once I wear AJ here down."

In the bunk above her a frazzled Granola Bay let out a sigh as she sat in a lotus position, struggling to attain a state of calm through meditation. The other occupants of the cell, an assortment of saloon girls and female patrons from The Salt Lick who'd gotten caught up in the fight, ignored them in favor of a half hearted game of gin rummy played with a deck the jailer had kindly provided them.

Greta, Baron Redtail's griffin maid, sat huddled in the corner looking dejected with a bandaged beak, bound wings, and burlap sacks stuffed with cotton tied on over her talons and paws to neutralize her claws. Her hostile glare at Applejack upon entering the cell had been met with the fierce, growling defense of the Wonderbolt mares, quickly convincing her that discretion was the better part of valor in a three to one matchup.

She growled softly to herself and clapped her pillow bound claws over her ears as Rainbow Dash started up again. "AJ and Soarin, sittin' in a tree, k-i-s-s-i-n-g, first comes love, then comes marriage, then comes AJ with a baby carriage."

Spitfire heaved a sigh, scraping a new line on the tally she was keeping with the tip of her hoof on the planks above her. "Three hundred and one..."

Applejack grinned, savoring the upcoming effect she knew would come from her response. "Ya ain't gonna get a rise outta me, Rainbow, 'cos everything yer sayin' is one hundred percent true."

Dash rounded on her, stopping mid rhyme with her maroon eyes going wide. "AJ and Soarin sittin' in a WHAT?"

The blonde farm mare grinned wider. "Eeyup. Him n' me just got engaged. We're gonna get hitched once all this Pegathalon nonsense is done with."

At this, Spitfire sat bolt upright on her bunk, banging her head on the graffiti scrawled planks and causing Granola Bay to lose her balance and topple onto her side, where she cursed under her breath while trying to untangle her hind legs. The blaze yellow mare's expression was equal in shock to Dash's. "What? When did this happen?"

Applejack gave her a fond smile. "In th' middle o' that big dustup, of all places."

She winked at the Wonderbolts' captain. "I reckon he'll wanna ask ya about bein' his best mare once we get outta th' hoosegow."

She turned to look Rainbow Dash in the eyes. "And I figger I'll be needin' bridlemaids. Ya want in, RD?"

The cyan pegasus let out a high pitched squeal as she surged forward and threw her fore hooves around Applejack's neck in a tight hug. "OhmygoshohmygoshohmygoshohmygoooooOOOOOsshhh!"

Spitfire climbed down from her bunk, raising a hoof to rub the new bruise on her forehead with a wince before crossing the cell to join in the embrace. "Congratulations. I know you're gonna be good to him, but I think you're gonna be good for him too."

The three mares looked over warily as they became aware of a faint sniffling sound off to their side. Greta stood regarding Applejack, her feathered cheeks damp beneath her puffy, red rimmed eyes, and she abruptly extended a comically pillow-wrapped talon as she spoke in a voice made thick by swollen sinuses and a welling of emotion. "Dad iz da mozt touchingk ding I hab ebber heard. Profezzing vun's lub id da heed ub glorioudz baddle, how robadingk! You hab by congradulashuds, pody!"

Applejack took her swaddled claw in hoof and gave it a firm shake. "Well, I reckon I appreciate it, ma'am."

She gave a conciliatory nod toward the griffoness' bandaged beak. "I hope ya can find it in yer heart t' forgive me fer buckin' ya in th' kisser. I'm powerful sorry, but I had t' do it t' get my point across t' yer boss."

Greta drew herself up with a dismissive wave of her talon. "Zay doh bore. I doh wad id iz do vant do defed da bale you lub vid body und zoul. I rezpegd a varrior baid who fides for her lub zo fiercely."

The blond mare chuckled gently and shook her head. "Warrior maid? Shucks, ma'am, I ain't nothin' but a simple apple farmer who wants t' protect th' ponies she cares about. Simple as that."

The griffoness slumped her shoulders, shifting her wings in their bindings with a sigh. "Id trudh I enby you. Da vun I lub cad debber doh aboud by true feeligs."

Applejack laid a hoof on her shoulder. "Well, I ain't gonna tell ya how t' run yer life, sugarcube, but if'n them feelin's are true, then tellin' th' one ya fancy 'bout 'em might not be th' worst thing y'can do. Keepin' that sorta stuff bottled up inside can be a powerful source o' misery fer anypony. Sometimes it's worth takin' th' chance n' tellin' it like it is."

Greta shook her head with a sad, fragile smile. "Libe iz zo budge zibbler for you podies."

She blinked her wistfulness away and gave a bow. "Bud doh madder, I vish you da bezd ub lug, pody, ad bay your dedst be woben tide ad hab beddy strog chiggz id id."

The blonde mare smiled back at her. "I'm sure the same goes fer you with whatever it was ya just said. And ya can feel free t' call me Applejack if'n ya like, sugarcube. Yer only a stranger 'til ya reach out a hoof, or claw or whatever, in friendship to a member o' th' Apple family."

The griffoness bowed again, a smile curling at the sides of her bandaged beak. "I ab Gredda Vod Beegsteid, and I ab oddored do call you fred, Abblejagg."

She laid one of her bag bound talons to her forehead, her tail drooping as she weaved a bit on her other feet. "Dow iv you vill eggsguze be, all diz dalkig idz gibbing be a beeg ache. I deed do lie dowd."

As Applejack, Spitfire, and Dash watched her cross back to her bunk, their ears perked at the sound of keys jangling outside the bars. They turned to see the stern faced matron standing there glaring at them. "Prisoner Applejack Apple. Ya got a visitor."

***

The blonde farm mare let out a weary sigh as they led her into the visitor's room and she saw her younger sister sitting in the chair opposite the row of bars dividing the small chamber.

Apple Bloom shook her head as she regarded her black and white stripe clad sibling enter, her leg irons clattering on the hardwood floor. "Tarnation, now that is a sight I never reckoned t' see in all my born days."

Applejack slouched into her seat opposite the red haired handymare, meeting her gaze with morose green eyes. "Yeah, I was fixin' t' give ya a li'l piece o' my mind about that fight ya got into with Scootaloo in Manehattan, but I guess I ain't quite got th' high ground 'bout that sorta thing anymore."

The younger mare shook her head with a wry smile. "I reckon not, but I woulda taken a couple nights in th' slammer over what me n' Pip went thru afterward."

She propped her chin up on a hoof, leaning on the wooden table bisected by the bars. "Havin' a special somepony sure ain't always easy."

Applejack nodded ruefully. "Eeyup. Sure 'nuff." A fond smile spread across her face. "It can be worth it, tho."

Her expression brightened. "By th' way, 'fore too much more time goes by, I wanted t' tell ya, me n' Soarin are engaged t' be hitched now! Y'wanna be my maid o' honor?"

The hard stone walls of the room echoed with the clatter of furniture on hardwood as Apple Bloom toppled backwards out of her chair. The young mare climbed painfully to her hooves, cocking an eyebrow at her sister. "Land sakes! Wait 'til I'm sittin' down t' spring stuff like that on me."

Applejack cocked an eyebrow right back. "Y'were already sittin' down, sugarcube."

The red headed handymare huffed as she set the chair back on its legs and sat down again. "Then wait 'til I've properly secured my seat with a few nails n' some wood glue."

Her indignant expression shifted to a smile of earnest joy. "Well, congratulations. I'd be right proud t' be yer maid o' honor. Soarin's a right good stallion and I reckon he'll make a fine brother n' law. "

The younger Apple sister's pale yellow face became thoughtful as she leaned forward and propped her chin on her hooves. "Y'know, speakin' o' brothers, I dunno if'n that bit o' news will make ol' Mac feel better or worse once he hears ya landed yer rump in th' hoosegow. He might be set on hammerin' Soarin into th' ground like a fence post once y'all get back t' Ponyville."

Her older sibling snorted and waved a hoof. "If'n he wanted t' try it he'd have t' go through me first."

Apple Bloom grinned at her. "I don't figure there'd be enough of him fer ya t' trouble yerself over once Fluttershy got through with him."

Applejack nodded matter of factly. "Yeah, I better break th' news t' her next after I tell Granny Smith."

The young handymare sighed as she crossed her fore hooves on the table and rested her chin on them. "So... three days, huh?"

Her elder sister nodded. "Eeyup. T'ain't bad as all that. I got some good company in there with me, n' the grub's passable if uninspired. It's a bit o' bother t' miss a couple days work on th' farm, but that's just a l'il extra overtime for th' farmhoofs, n' Mac n' Granny can pick up th' rest o' th' slack management wise."

She huffed and propped her hoof on her chin. "The worst part of it, t' be honest, is that it's gonna drag this ol' Pegathalon business out another half a week. I'm only gonna get t' see Soarin' long enough t' say goodbye before y'all go gallivantin' off across th' San Palomino desert. Then it's back t' Sweet Apple Acres n' bitin' my hooves all day long fer me."

Apple Bloom gave her big sister a smile and reached through the bars to take her sister's hoof. "Save them hooves fer buckin' apples, sis. We're gonna make it all th' way and be back before ya know it."

Both sisters looked up curiously as a knock came to the door, and a deputy poked his head in through the door. "Pardon, y'all, but y'got a couple more visitors."

He stepped aside as a frazzled looking Twilight and Rarity stepped into the room and joined Apple Bloom on her side of the bars. Applejack gave them a sheepish wave. "Howdy there, gals. How's it goin'?"

The lavender unicorn sighed as she dragged a chair over with her magic and plunked down in it. "Nowhere, for three whole days. Not without Soarin flying as wingpony for Pip. That judge is the stubbornest, most cantankerous old pony I've ever had the displeasure of spending an afternoon arguing with, and that's counting tenured faculty at Canterlot U."

Rarity took a seat beside her, daintily dusting it off with her tail before sitting. "He's a sharp hoof at canasta, though. I'll grant him that."

She cast a pitying look through the bars at Applejack. "Darling, those black and white stripes aren't doing you any favors. The only mare I've ever seen that look work for is Zecora."

The blonde mare rolled her eyes, then let out a sigh. "Well, I reckon it serves me right fer causin' everypony so much trouble."

Twilight ground her hooves on the tabletop. "It wasn't you, it was those... those... those two..." She lapsed into a growl as Rarity gave a weary sigh and patted her on the shoulder.

The lavender scholar huffed. "I have a mind to write a strongly worded letter to Princess Celestia about this team she's sponsoring."

Apple Bloom tapped a hoof on her chin, a thoughtful expression settling on her face. "Y'know, we got a princess on our side too. What if we wrote t' Princess Luna, see if'n we could get some kinda royal pardon fer Soarin."

Twilight's expression became pensive. "You know, that's a good point. It's worth at least asking."

Applejack pursed her lips. "I dunno, gals. I know how important winnin' this race is t' y'all, but just 'cos it's inconvenient fer ya don't mean it ain't right fer Soarin t' serve out his sentence. Deserved or not, he did fetch that Shootin' Star colt a beatdown fer th' record books."

Apple Bloom cocked an eyebrow as she tapped a hoof on the tabletop. "Well, Princess Celestia gave them no account Flim Flam brothers a commuted sentence fer disruptin' our demonstration in Canterlot n' causin' a general panic in th' first place. It only seems fair fer Luna t' do th' same fer Soarin."

Rarity favored her with a fond smile. "Darling, what would we ever do without you?"

The young mare shrugged, rubbing the back of her head self consciously. "Well, I'm an engineer. I solve practical problems..."

Twilight brightened up, her eyes filled with resolve. "Yes! I'll need to find Spike so we can get those letters written up."

The alabaster fasionista and chuckled slyly into her hoof. "Last I saw him he was hurrying over to welcome a certain dainty dragonette to Appleloosa when he saw her touching down on the outskirts of town with her entourage. You were just getting into it with Judge Bean when he left."

The lavender mare let out a long, weary sigh as she rubbed her temple with a hoof. "One problem at a time..."

Rarity rubbed a hoof down her back with a wry grin on her pale face. "I think you mean project, darling. One project at a time." Twilight let out another mournful sigh and let her face slam down on the table.

Apple Bloom rolled her eyes, and hopped down from her chair. "Well, whatever y'all wanna call it, we better get crackin'." She turned to give a wave to Applejack. "Okay, sis. I'll make sure we come by n' see ya 'fore we head out. Congratulations on yer engagement t' Soarin."

At this, Twilight and Rarity's heads whipped around, their eyes going wide in surprise as they spoke in unison. "WHAT?"

The blonde farm mare propped her chin on her hoof. "I guess I'm gonna be goin' through this a lot over th' next few days."

***

As darkness finally crept over Appleloosa, Professor Destiny and Doctor Insanity finally crept out from under the half ruined remains of the Salt Lick, crawling on their bellies carefully to keep from jingling the chain that held their front legs together via manacles secured around the fetlock.

When they saw that the coast was clear, they got to their hooves and set off at an awkward canter down the darkened streets, their hoofcuff linked forelegs making it very difficult to maintain a regular pace without falling down or breaking into a heated, whispered argument.

As they rounded an out of the way corner, Doctor Insanity screeched to a halt, his bloodshot eyes going wide behind his cracked spectacles as Professor Destiny pitched forward onto his snout with a yelp. He staggered forward, dragging his supine brother forward through the gravel and dirt as he intoned in horror. "Egads! Where are our flying harnesses!?"

Destiny's head shot upright like the flag on a mailbox, bits of gravel dropping out of the frazzled wreckage of his mustache as he stared at the empty space where he and his sibling had left the winged B.A.T. 19s. "No! NO! We've been robbed! Guards! Help! We've been ROBBED!"

Insanity snarled and bonked him on the head with a hoof. "Enough! Do you realize what you're saying?"

His brother scowled back at him, rubbing the bruise petulantly as he averted his gaze. "Oh... Right. Of course..."

They both recoiled with a startled cry as the top half of a nearby door flew open with a bang and an elderly earth pony craned her scrawny neck out to get a look around and brandished a cast iron skillet in the crook of her hoof. "Scram, ya consarned crazy buffalo! T'ain't no dagnabbed Tatonto here!"

Doctor Insanity cleared his throat and tried to sound ingratiating as he turned to face her. "Er... pardon me, madam..."

She squinted at him in the gathering darkness. "I ain't no madam, sonny, I'm a concierge."

He pressed on, scowling at Destiny as his sibling's attempts to climb to his hooves pulled him a bit off balance. "I... Ow, stop that you simpleton..."

She narrowed her eyes. "What'd ya call me, sonny?"

Insanity lashed his tail as he attempted to widen his smile, turning it from an oily grin to a rictus grimace. "I was speaking to my brother, ma'am." He snarled and yanked the Professor upright, then went back to an obsequious tone and manner as he turned to face her again. "I was wondering, ma'am, whether you might have seen what happened to the devices that were left in this alley?"

The elderly pony furrowed her wrinkled brow. "Y'all mean them bat winged contraptions?" She gave a shrug of supreme indifference. "Sheriff's deputies took 'em away. They was blockin' this here alley n' had to go."

The self proclaimed Doctor fought to keep his voice even as he replied. "Ah! Ah... W-well, would... would you know where they might have taken them?"

The pony crone rubbed her stubbly chin with a hoof. "Hmmm. Well, I reckon they'd take it t' the impound shed out back o' th' jailhouse. That's where they take wagons n' suchlike what need hauled away."

She gave another shrug. "Or they mighta just took 'em off to chop up fer firewood. I dunno."

Upon hearing this, Professor Destiny's eyes rolled back in his head, and he toppled sideways with a bubbling froth dribbling from underneath his frayed mustache. Struggling to keep from being pulled to the ground by his sibling's fall, Doctor Insanity also fought to keep the note of hysterics out of his voice as he galloped awkwardly away, hauling his insensate brother behind him through the dirt and gravel by their chain linked hooves. "Well, thank you for your help, madam. Now... now if you'll pardon us."

She brandished her skillet after them. "Pardon ya? Y'all look like ya woudn't even get parole. And I ain't no madam! I'm a concierge!"

***

The waxing moon gleamed like the eye of an angry cat over the stone towers of Baltimare's harbor citadel. Gillaume LaFish scowled as he banged a tin cup on the bars of the cell he shared with his brothers, shouting after the burly earth pony jailer who'd just delivered their evening meal. "We want somethin' else besides freakin' plain oatmeal, eh?"

The guard gave a dismissive flick of his tail. "There's plenty of hay if you want."

The bedraggled prisoner stuck out his pointed tongue in disgust. "We're griffins, not ponies, eh? We need some meat, or some fish! There's a whole bay full of fish out there for us to eat."

The earth pony looked back at them with a steady glare. "Anytime you want to tell us why you lot tried to send two good ponies to the bottom of that bay, we'll consider sending somepony out to catch some fish for you, but until then you eat what the other prisoners eat."

Gilliaume shoved a talon between the bars and made what was probably a very rude gesture beneath the mitten covering his claws. "Get bent, flathoof. We ain't talkin'."

The guard flicked an ear in irritation and continued on his rounds, the clack clack of his iron shod hooves ringing hollowly down the concrete hallway.

Gaston sullenly stirred his blunt spork through the thick, steaming porridge in his bowl, casting a wan glare at his brother. "Why ain't we talkin', mon frere? I'm gettin' sick o' chokin' this slop down."

His heavyset brother turned and gave him a grin, laying a canvas wrapped claw alongside the tip of his beak. "'Cos I sent a letter to you know who..."

Gervais looked up from his dinner, popping the straw loose from his bandaged beak. "Oo?"

Gilliame rolled his eyes. "The one who hired us, clamhead."

The scrawny griffin nodded in dim understanding, and went back to sucking up oatmeal through a gap in the bandages. His older brother huffed and continued. "Like I said, I sent a letter, letting her know that if she didn't want us sayin' her name to th' guards, she'd have to pay us a lot more money."

Gaston took a bite of oatmeal, grimaced, and then cocked an eyebrow at his brother. "How we gonna spend all this money if we're in the pony pokey, mon frere?"

The burly griffon opened his mouth to respond, closed it, then stroked his chin in thought. He ruffled his wings and scowled irritably at his brothers. "I'll figure that out, just let me sleep on it a little, eh?"

The cell went dark, shadows seeming to bleed from the cracks, crevices, and corners of the rough stone walls, as an eerie female voice with growling undertones of something deep and ancient rumbled in the suddenly oppressive air. "I wouldn't count on getting much of that, my little kittenchicks. Not while I rule the night."

Bowls of oatmeal splattered on the floor as the three griffin brothers scrabbled to their feet and huddled together, their eyes wide, their tail tufts frizzed, and the feathers on their backs bristling in terror between flared wings. They backed into the cold stone of one of the corners of their cell, as the blackness coalesced into the ebon outline of a tall, winged mare with a tapering horn rising from the diadem over a pair of freezing white eyes.

It stepped forward, the sound of its hoof on the concrete like a claw dragging across a tombstone, and spoke again in the terrible voice. "You have attacked those who bear my sigil and fly beneath my banner, and what's worse you have attempted to do harm to a young pony who is very dear to me. I would know the reason why, or none of you will know a peaceful night's sleep until I do."

The LaFish brothers quivered and sobbed, as the shadow spread its wings over them, blotting out all light and leaving them feeling plucked and defenseless in an endless cold void. "So what'll it be, boys? Ya gonna put me some knowledge, or should I put you some nightmares?"

The sound of thunder crackled through the blackness, as the trio of griffins screamed like little chicks and started to blabber everything they knew.

***

A short, stumbling flight through the twilight streets of Appleloosa, and a dunking of a half conscious unicorn's head in a public watering trough later, Destiny and Insanity crouched at the perimeter fence surrounding the municipal impound shed. Several large, very mean looking dogs paced the grounds between the stoutly built building and the jailhouse, and a heavy padlock secured the doors.

Doctor Insanity narrowed his eyes over his cracked spectacles, whispering to his mustachioed sibling. "I think we're going to need Otto for this one, brother."

Professor Destiny looked over the security surrounding his precious invention, his left eye twitching fitfully. "Yes, him and a heavy cavalry regiment."

The clean shaven unicorn turned and jabbed his free hoof hard in his sibling's chest. "Don't you DARE lose your backbone on me now, brother. You've dragged me halfway across Equestria for this, and by Tartarus' tea trolley we are going to see it through to the bitter end."

He jerked at the chain binding them by their fore hooves. "Now come on, your pet troglodyte should be waiting for us at the rendezvous site by now."

Destiny glanced nervously over his shoulder at the well guarded shed, and meekly followed Insanity into the shadows.

***

Warden Lockdown sat nervously at his desk, shuffling papers as a pair of leathery winged negasi in the violet and midnight blue armor of Princess Luna's personal guard stood in his office, staring at him impassively with their lambent yellow eyes. He climbed to his hooves at the sound of his door opening and the delicate tap tap of silver horseshoes on the concrete outside, and bowed his grey head as the moon's immortal mistress entered the room, grinning to herself in satisfaction.

She bobbed her horn to bid him rise and be seated, then gave a toss of her starry mane. "Well, that went swimmingly. Didn't even have to break out the ol' plastic fangs to get those birds singing."

She gave the warden a wry smile and a wink. "Although you might want to change the paper lining the bottom of their cage."

Luna waved her horn and her guards snapped to attention. "And speaking of paper, I've got an arrest warrant for a certain pink pill of a princess that I want going out over the wires on the A.S.A.P., okay colts? Somepony's just earned herself a royal flank spanking."

With that she wheeled and sashayed out of the room with her guards in tow. "Okay, TTFN, Warden. I've got to get back to Canterlot so my sister can get to bed. You've been a total doll. Have a nice night."

The warden breathed a sigh of relief after she was gone. Like many bureaucrats, he often felt a vague unease around those who could make decisions as fast as new information came to them, and the constant sense that the night princess was enjoying a private joke that nopony around her was capable of getting made him feel downright skittish.

He let out a yelp as a greenish flare burst over his desk, releasing a spiral of glittering smoke that coalesced into a roll of parchment bearing Princess Luna's silver crescent seal on the purple ribbon holding it closed. He blinked at it as it landed lightly on the stack of paperwork he'd been working on, then let out a gasp as he realized its significance.

He lurched to his hooves, plucking the missive in his teeth as he galloped into the hallway. "Your highneff! You got a meffage!"

The portly earth pony skidded to a stop next to a wide open window, huffing and puffing as he watched a bat winged chariot disappear in the distance, trailing a cloud of twinkling stars in its wake. He dropped the note into his hoof, and shook his head. The message would just have to got out with tomorrow morning's mail.

***

The dim orange light of what passed for day in the badlands had faded to pitch blackness, the night bringing with it bone chilling cold in the wake of the stifling heat that radiated from a trackless expanse of cracked, brick colored dirt. The wind stirred fitfully between the large, nightmarish rock formations, blowing shifting clouds of sand into the oppressive atmosphere.

Diamond Tiara had been walking for hours, the blowing grit sticking to the rapidly dried changeling slime that had coated her from snout to bedraggled tail and covering her with a nasty brown crust that seemed to suck the very moisture out of her, leaving her feeling parched to her very core. A dull pit of hunger in her belly was rapidly sapping the rest of her vitality, drawing every scrap of energy into itself beyond the bare minimum needed to feel miserable and put one stumbling hoof in front of another.

She'd screamed her disbelief at her situation, demanding that it all be some kind of terrible dream. She'd raged and kicked and shrieked, threatening a thousand brutal and meticulous forms of revenge against any and all tormenters. She'd offered the monsters lurking beneath the uncaring stones wealth and treasures beyond their alien minds' dreams of avarice in exchange for solace. She'd collapsed in a sobbing heap, weeping and groveling in the sand, crushed beneath the weight of her self pity. Finally, with no answer but the moaning winds, she'd climbed to her hooves and shuffled away, realizing that to stay where she was was to perish in the desert.

Finally, as darkness enveloped her, a misstep, a fall, and a painful impact that rattled the teeth in her head. She found herself lying sprawled on the jagged gravel, the last of her strength leaking out of the corners of her heavy lidded eyes as a sickly trail of tears. She let out a sound more like a rattle than a sob, knowing in her heart that this was the end. She would expire here, her sad little body vanishing as the wind dried it out and blew it away.

She knew. In the depths of her withering heart, she knew. Nopony would care. Nopony would mourn her. Nopony loved her. Nopony even liked her.

Her miserable, useless lump of a husband would probably kick up his hooves and drink away the fortune he'd inherit from her, then turn his loathsome charm on some other well to do mare to keep himself living in the style to which he was accustomed.

Her father and mother had thrown up their hooves over her long ago, which at the time had been quite all right with her as she'd gotten heartily sick of their lecturing. They mostly communicated via lawyers since she'd taken over the family business empire and shoved them off the board, sending her despairing father into early retirement and her bitter snipe of a mother off to a "resort" staffed by ponies in clean white coats.

The last pony she could call a real friend she'd betrayed back in high school, breaking their bond with a terrible public humiliation for the crime of being crowned Prom Princess in her stead. That had been the last straw for many of her classmates, who turned their backs on her in disgust leaving her the only one laughing.

She'd left Ponyville behind soon afterward, intent on climbing to the top of her own mountain and not caring who'd be left tarnished and discarded in her wake.

Now she was the one who'd been discarded, and now she had nothing. They would all probably laugh at her. They'd tell her she deserved it. To expire in the freezing dirt, starving, exhausted, alone.

It wasn't fair. Somewhere, a certain red headed bumpkin of a mare was laughing around a cheery fire with her family and friends, well fed, well hydrated, well rested, well loved.

It was always the same, and it wasn't fair. Oh how she hated the little hayseed, with a hate that had grown like an ember kindling into an orchard fire since the day this grubby little interloper with her big pink bow and her annoyingly friendly smile had been set down in her playpen. She'd been asked, nay, commanded to share her toys with the Apple kid while her busy Daddy diverted his precious attention from his princess to talk business with the intruder's wrinkled old Granny. That first meeting, the day that ruined everything forever.

It was too much, the idea that somewhere, she was happy while Diamond Tiara lay gasping out her final breath in misery. A spark kindled in her heart, sending a sluggish surge of energy along her weary limbs. A low, feral growl rattled in her throat as she feebly pushed herself up onto unsteady hooves. She wasn't going to give her despised rival the satisfaction. She absolutely refused with every fiber of her being to let her win by default.

Her cracked lips parted, and two words dripping with primal loathing surged forth as she took one step, then another, then another, then another. "Apple... Bloom..."

***

The young handymare sneezed violently, then sniffled and rubbed a hoof across her snout as she shook it off and leaned back in to Pip's side in front of her Aunt Pan Dowdy's fireplace.

The warm glow of the flames glinted off of the youthful stallion's smile as he pulled the wooly blanket they were sharing a bit tighter. "Bless you, luv. You cold?"

Apple Bloom shook her head. "I'm just fine, sugar. I guess th' dry desert air 'round here is gettin' t' me or somethin'."

She turned with a smile as her bustling aunt set down two cups of hot tea on end table beside them. "Here's some tea with honey n' lemon. Don't want you kids t' catch a chill, and it'll keep y'all from gettin' a cough from a dry throat."

The redheaded earth pony smiled up at her aunt. "Thanks a bunch, Auntie Pan. Y'all're too good t' us."

The chubby older mare chuckled as she headed back into the kitchen. "It's always good t' have a few more seats bein' warmed 'round th' fire, 'specially when it's family."

She cast Pip a wink, causing a blush to blossom on the spotted stallion's cheeks. "'And family t' be, too."

Apple Bloom let out a chuckle. "Not so fast there, Auntie. Me n' Pip are still new t' this, and it's way too soon t' be ringin' weddin' bells fer us when AJ's just gettin' hers off th' ground."

The matronly earth pony smiled and nodded indulgently. "All right, dumplin', all right. Plenty o' time t' work it out."

Her voice took on a singsong quality as she paused in the doorway. "There's more pie in th' icebox if'n yer still hungry. I'd be right happy t' warm it up fer y'all if'n ya like."

Apple Bloom shook her head after sharing a grin with Pip. "No thank ya, Auntie. I'm still feelin' stuffed fit t' bust buttons from supper."

Pip spoke up with a wide grin. "Fear not, ma'am. I intend to taste your exquisite pastries again ere I take wing on the next leg of my journey, and I'm fairly certain my good chum Soarin will be quite enthusiastic about your delectable brand of culinary magic as well, once he can rejoin us."

Pan Dowdy tittered into her hoof as she vanished through the door. "Oh Mister Pip, you are a caution!"

Apple Bloom cast him a sidelong glance with a wryly cocked eyebrow. "Still charmin' the horseshoes off o' all th' ladies, ain't ya?"

He smiled at her. "Well, your dear auntie has done much to fill my belly, but there's only one mare who can fill my heart, dear."

She smiled back and gave him a peck on the cheek, then snuggled in tighter as he slipped a foreleg around her shoulders. "It's been quite a day, ain't it?"

He shifted slightly as she laid her head on his shoulder, smiling as he smelled the faint scent of wood shavings on her apple red tresses. "Rather. But any day I can spend with you is a jolly good one, luv, no matter what happens."

She gave a cooing murmur in return as she drifted off to sleep, surrounded by warmth and contentment.

Part 33 - Afterburners

As Appleloosa slept under the clear desert night, a black dirigible that could easily have been mistaken for a dark cloud drifted over the sturdily built frontier rooftops, wreathed in a sooty cloud of concealing smoke. The softly chugging engine that drove its turbines gave off a faint, sickly green glow from within the billowing mass, as it headed with sinister purpose toward the rough hewn structures that comprised the town's modest correctional facilities.

While the townsponies slumbered snug in their beds, blissfully dreaming of anything except what passed furtively overhead, the inky shape coasted to a stop over the yard separating the impound shed from the jailhouse. A harsh din arose almost instantly from the large, aggressive dogs who patrolled below, the furious canines futilely leaping and snapping as the aircraft sank down from the sky over their heads.

A hatch opened in the bottom of the black dirigible's gondola, and a barrel branded with three Z's dropped out. A particularly large and deep voiced guard dog yelped with high pitched surprise and darted out of the way as the cask plummeted to earth and shattered where he'd been standing on the hard packed, sandy soil, sending a thin cloud of faintly iridescent, purplish blue vapors spreading rapidly about the fenced in space.

The barest whine escaped the largest canine's throat, before he and his fellows keeled over where they stood, rolling onto their backs as their eyes in turn rolled back into their heads, their barks rapidly subsiding to snores. In short order, the pack of vicious dogs was deeply, harmlessly asleep.

The dirigible dropped to a mere forty hooves above the ground, lowering a rope ladder down which two spindly legged unicorn stallions slid, goggle eyed gas-masks obscuring their faces beneath sharply pointed yellow horns. After pausing to take a gloating look around the yard at the sleeping dogs where they lay, the pair galloped over to the impound shed's heavy double doors, one of them lighting up his horn with a dim, flashlight's glow from the tip while the other produced a hacksaw and proceeded to work on the stout padlock holding the doors closed.

***

Deputy Nutmeg looked up from her needle point, flicking her ear suspiciously as she turned her head toward the outside window in the jailhouse's lobby. "Yo, Trigger. What all do ya reckon's got them mutts all riled up?"

Her taciturn partner for this evening's long overnight watch stirred in his chair across the table from her and used a hoof to tilt his hat up from over his eyes. "Frankly, Nutsy, I'm a mite more curious 'bout how come they stopped barkin' all of a sudden."

With that, he got to his hooves and crossed over to a shelf by the window, rearing up to take a lantern handle in his teeth as he set out down the long hallway toward the back doors with his fellow deputy in tow. They walked on tip hooves so as not to awaken the prisoners as they passed.

***

Professor Destiny grumbled through his mask as he looked over his shoulder at the slumbering hounds dotting the yard. "Such a confounded waste, using that sleeping potion on these misbegotten mongrels instead of on those Harmony Aeronautics upstarts. Do you realize how hard that stuff was to obtain?"

Doctor Insanity let out an exasperated breath that momentarily fogged up the lenses on his mask, as he furiously worked the hacksaw back and forth with his magic. "Enough, brother. Keep your light on the lock."

He gave a nod of satisfaction as the door was flooded with illumination. He turned with a growl of irritation as he felt his sibling frantically tapping on his shoulder with a fore hoof. "What now?"

Destiny gulped and pointed over his shoulder in the direction he was looking. Insanity flinched and his head whipped around as a harsh voice shouted at them. "Hey! What in tarnation do y'all think you're tryin' to durrughhhhahh..."

As the unicorn brothers stood transfixed, the pair of Appleloosan deputies silhouetted behind the glare of a bullseye lantern slumped toward one another and sank to the ground in an unconscious heap. The lantern dropped from the earth pony stallion's slackened jaw and went dark as the fireflies contained within scattered out of the open lid, fluttering to the ground and fading out as the purplish vapors affected them as well.

Doctor Insanity turned toward the self styled professor with a note of smugness on his voice. "There now, brother. I'd say it wasn't a complete waste."

With a flick of his horn he floated the hacksaw to him. "Now why don't you take a turn with the saw while I go over and see if either of these fine flathooves might happen to have the key on them."

***

A few minutes later they stood in the yard with their bat winged contraptions strapped to their backs, tapping their hooves impatiently as Otto lowered a bundle of fresh phlogiston rocket motors on a rope from the black dirigible's cargo compartment.

Doctor Insanity pawed at the trampled earth as his brother floated the bundle gently to the ground in a cloud of green magic, undoing the knots and laying the red and black striped cylinders out with their grinning, pointed ends facing the jailhouse. Deprived of his spectacles because of wearing the gas mask, he squinted through the goggle lenses in the dim light his sibling's horn provided. "This is stupid. Why don't we just ride the airship out of town?"

Destiny huffed. "We're ten times more likely to be spotted and corralled by the local weather patrol dangling from that ladder like a pair of inverted kites. There's no way any of the podunk pegasi around here can catch us when we're at full speed."

He let out a smug chuckle of his own as he levitated two of the rocket motors to his brother. "And anyway, I want them to know that we slipped through their meddling hooves. I want them all to know."

Insanity sighed in exasperation and rolled his eyes. "I know better to argue when you and your insufferable ego decide to double team me. All right."

He craned his neck backwards as he used his magic to levitate his brace of rockets into their brackets on the harness on his back. He muttered a curse through his gas mask as he fumbled with the latches, the sour green sparkles of his magic reflecting on the lenses. "Blast it, give me some light, brother. I can barely see without my glasses and this beastly mask on."

Professor Destiny gave a terse nod and sparked his horn, leaning in toward the rockets on his short sighted sibling's back.

Both unicorn's ears levered back at the sound of an ominous, sputtering hiss coming from the end of the rocket motor. A crackling greenish light flared over Insanity's left hip, as they locked eyes through the lenses of their masks. The ersatz doctor shrieked through the canister muffling his muzzle as he began to frantically jog in place. "Not that kind of light, you thundering dunderhead!"

The professor let out a yelp of alarm and lofted the rocket off of his brother's back with his magic as it roared to life, screaming trough the air in a spiraling trajectory towards the roof of the jailhouse. The scrawny unicorn stallions watched in dumbstruck horror, one standing on tip hooves while the other peeked between his forelegs from a prone position, as it clipped the leading edge of the eaves, flipping into a spinning, skipping path across the tiles before slamming into the back of the building's facade and exploding into a mushroom cloud of green flame.

Doctor Insanity scrambled to his hooves beneath the ungainly burden of his flight harness, locking eyes with his sibling through the lenses of his mask once more. "Well, I think I've come around to your position, brother. We should get out of town as quickly as possible."

Professor Destiny nodded dazedly and called up to the dirigible, where his henchpony was leaning out of the cargo hatch with his jaw hanging in disbelief. His strident voice took on a palpable note of barely repressed panic. "Otto! Send down another rocket! Now!"

***

Jarred awake and forgetting his bound wings, Soarin rolled out of his bunk and hit the floor with a thud and a clipped cry. He scrabbled to his feet as his voice joined the chorus of dazed, confused exclamations filling the jail cell. "What the hay was that?"

Air Hammer sat up, blinking groggily. "Dat sounded like da buildin' got hit by lightnin'."

One of the Appleloosan pegasi who'd been involved in the brawl at the Salt Lick shook his head. "Ain't no lightnin' storms scheduled fer weeks."

Fleidermaus' hollow voice sounded from a darkened corner. "That vas no lightning strike! That vas an explosion!"

Golden Bay spoke up with a quavering tone, his mellow thoroughly harshed. "But... like... what exploded then?"

Braeburn lurched to his hooves and strode up to the bars of their cell with a scowl cinching up one side of his mustache. "I aim t' find out."

He started banging on the bars with a hoof and shouting at the top of his lungs. "Yo guards! Deputy Nutmeg! Deputy Trigger! What in tarnation's goin' on out there! Hey! Anypony there!?"

Appleloosa's golden maned mayor was met by nothing but silence, as he turned to his fellow inmates with an uncertain look on his face.

Soarin's attention was diverted as a muffled cry sounded at his side, accompanied by frantic hooves shaking him. He turned to see Shootin' Star rearing at his side with his eyes wide over the bandages binding his mouth shut, wildly gesticulating and straining against the bonds around his wings in an effort to flap them. The veteran flyer let out an irritated huff. "What NOW, rook?"

The younger pegasus growled and pulled him into a headlock, jabbing a hoof toward the end of the corridor where black smoke was billowing under the door, creeping along the ceiling toward them like an ominous, inverted flood. Everypony in the cell flinched as Appleloosa's bell tower began to clang an alarm outside.

Soarin shoved his former teammate off and galloped up to Braeburn's side. "Sleet and hail up my achin' tail! The loopty loopin' jail's on fire!"

The golden maned stallion reared up and grasped the bars in his fetlocks, shaking them in growing panic. "Guards! GUARDS! As your mayor I ORDER y'all to git us outta here pronto! HEY! LET US OUT!"

His voice cracked with desperation. "I CUT THE CONSARNED RIBBON ON THIS HOOSEGOW! I DON'T WANNA DIE IN HERE!" With a shriek of terror and fury he spun on his hooves and fetched the bars a ringing buck, which sent him stumbling forward to collapse in a heap on the concrete floor.

Soarin's eyes narrowed as he watched the iron shafts vibrate to stillness. "We need somepony with more horsepower. Somepony like your cousin Macintosh."

Braeburn scrambled to his feet, meeting the sky blue pegasus' gaze with wild eyes and wailing with panicked sarcasm. "Well seein' as he's in Ponyville right now, I guess I'll just send him a quick postcard outlinin' our predicament. 'Dear Cousin Mac, how y'all doin'? We're all fixin' t' git burned alive in this here cage. Wish ya were here. Yers truly, yer late Cousin Braeburn.'"

He reared up, waving his hooves. "It'll go out tomorrow mornin' with the mail. Oh wait, I can't git t' th' consarned post office 'cos I'm locked inside this here deathtrap with you, ya goldurned air headed mff!" He was cut off as Soarin jammed a hoof in his mouth.

The pegasus stallion fixed the startled earth pony with a solemn gaze, his tone of voice brooking no argument. "Are you done?"

Mayor Braeburn quailed before Soarin's eyes, a blush spreading across his cheeks as he nodded meekly.

The veteran stunt flyer turned toward the two negasi and pointed a hoof at the hulking younger member of the father/son duo. "You! Fliegelstein Junior!" He nodded past his shoulder toward Braeburn. "Do you think you can do what his honor here just did to the door?"

The brutish, bat winged pony turned expectantly to his sire, who met Soarin's gaze with his gleaming yellow eyes and nodded tersely in response. "Yes. My son is veddy good at breakink things."

The sky blue pegasus beckoned the hulking young stallion toward the cell door, helping him line up for a buck. At a nod from his father, he bunched up his powerful hind legs and laid a resounding kick into the crossbar, shattering the lock and hinges and sending the iron doorway across the hall to embed itself in the opposite wall with a crunch.

A whoop of joy went up from the stallions in the cell, followed almost immediately by hacking and coughing as the hallway filled with more and more smoke.

Braeburn cleared his throat and reared up, kicking his forelegs in excitement. "Yeehaw! I ain't never been so happy t' see city property gittin' busted! Come on, colts! Lets git while th' gittin's good!"

Soarin stopped him wiht an upraised hoof. "Slow down, your honor. You wouldn't be able to see your hooves in front of your face in all that smoke!" He turned to the negasi again. "Flieg..."

The elder bat winged pony cut him off sharply, his lip curling in a sneer. "Fleidermaus."

The pegasus coughed, an apologetic look on his face. "Sorry... Fleidermaus. You two can navigate without needing to see, right? Like you did in Manehattan? Do you think you can lead these guys out?"

The slender nocturnal stallion drew himself up and nodded. "Yes."

Soarin nodded back. "Good, then I have one more favor to ask you. I'll need to borrow your boy for a little while. The ladies are gonna need escorted out too, and I may need him to open the door for 'em."

Before Fleidermaus could reply, his son spoke up, his deep, gravelly voice earnest and eager. "Yes! I vill do this thing. It is vhat one of Princess Luna's Moonlit Knights vould do!"

Soarin' chucked him on the shoulder with a lopsided grin, shaking his suddenly numb hoof after feeling like he'd just stubbed it on a concrete wall. "Good on ya, kid. Now come on!"

Fleidermaus held up a hoof, stopping them in their tracks with a sharp exclamation. "Vait!"

He brought the hoof to his mouth, tears gleaming at the corners of his lambent, slitted eyes. He stepped forward and took his brutishly huge son into a hug, his long, slender forelegs barely meeting around his colt's withers. "You make me so proud, Junior. Be careful, and do vhatever this pegasus tells you."

Fleidermaus Junior brought his stalactite thick hoof tenderly around his sire's narrow shoulders. "Father! I vill do good, Father!"

After a brief moment they disengaged. Soarin' gave the elder negasus a salute and a reassuring wink. "I'll keep him out of trouble, sir. Don't worry."

With that, he wheeled and galloped off, beckoning the hulking, bat winged stallion to follow. "C'mon, Junior. Lets get a move on!"

Fleidermaus brushed away his tears of paternal pride with a hoof and turned to the others in the cell as his son thundered away into the thickening smoke. "Come vith me if you vant to liff."

***

A thick, eye-stinging haze was rapidly filling the cell that Baron Redtail and his servant Gunther shared. The griffin noble had flatly refused the indignity of having his feet bagged when the participants of the Salt Lick brawl had been inducted into the prison, and had been placed in a separate cell rather than hold up the line arguing with the exasperated deputies who'd been put in charge of processing the mass arrest. His further insistence that he be accompanied by at least one of his retainers was hastily conceded to keep things moving along.

Currently, Gunther had considerable cause to regret landing in a cell with his beloved master as he groveled on the floor in front of him. "I... I am sorry, Baron. I cannot... I cannot do it!"

Baron Redtail lashed his tail, hacking and coughing in the smoke that gathered around them. "You *cough cough* must! I refuse to perish from smoke... *cough* from smoke inhalation in a miserable little *cough* pony jail! I command you to kill me! Honor demands it!"

The burly griffon servant covered his eyes with his talons. "Noo! I beg you, *cough* Baron! Don't *cough cough*make me do this!"

The red plumed noble hunched over his recalcitrant companion with a spluttering growl. "Gunther! *cough* If you don't get up off of your belly and *cough cough* tear my throat out right now, you * cough* are going to be in so much trouble!"

Both griffin's head's whipped around at the sound of heavy hoof falls, and they peered through the haze to see two winged ponies emerge, one sky blue, one a greenish grey and lumberingly huge, both with their striped smocks wrapped around their heads to fend off the roiling smoke.

Soarin pulled the black and white cloth down from his face as he looked at them through red rimmed, irritated eyes. "Um... are we interrupting something?"

Gunther surged to his feet and lunged at the bars, grasping them in his talons with a look of desperation on his face. "Help us! Ve don't * cough* vant to die!"

The Baron cleared his throat, drawing himself up in haggard dignity. "Not like this, at any rate...* cough*."

The sky blue pegasus nodded, and turned to his hulking companion. "Okay, Junior, buck down this door." He turned to the griffins with a grin. "I'd * cough cough* step back if I were you."

***

Applejack perked up her ears at the sound of a loud clanging echoing down the smoke filled corridor ahead of her. A half conscious saloon girl from the Salt Lick was sprawled across her back, a wet prison smock draped over her head to keep out any more of the irritating vapors that had overcome her.

The blonde farm mare turned to Rainbow Dash and Spitfire, who with Greta's help were herding the other female prisoners through the thick black haze that surrounded them. "That sounded like somepony buckin' down a cell door!"

Spitfire spoke up with a chuckle edging on a cough. "I wouldn't have believed that was possible if I hadn't seen you do it just now."

Applejack gave a curt nod. "Head *cough * that'away gals. Might be th' fireponys."

The bevy of mares made their uncertain way through the roiling black clouds, as their blond maned leader called out with a ragged voice. "Hey! Is anypony *cough cough* there?"

A deep, rasping voice sounded from the depths. "Pegasus! Griffins! I hear voices! *cough* Lady voices! This way!"

Applejack's heart leapt against her aching lungs at the sound of another voice replying. "Lead the way, kid!"

She called out, nearly leaping for joy despite the burden of the prostrate mare on her back. "SOARIN!"

A quartet of figures came galloping out of the thick pall of smoke, screeching to a halt in front of them. The sky blue pegasus in the lead pulled down his striped improvised mask to show a broad grin. "Applejack! Baby, we gotta stop meeting like this!"

Before the honest earth pony could respond, Greta leapt forward, throwing her forelegs around Baron Redtail's neck in a tight embrace. "Gerhard!"

The red crested griffin reared back in shock and indignation. "M-Miss Von Beakstein! You... you *cough* you forget yourself!"

Gunther stood gaping in shock, as Soarin cocked an eyebrow at the reunion then turned back to Applejack, Dash, and Spitfire. "Is everypony from your cell accounted for?"

The blaze yellow captain of the Wonderbolts stepped forward, giving him a nod. "Yeah, we're all here."

She bobbed her head toward Applejack's dazed burden. "Some of the civvies need a little help."

Soarin jerked his toward the corridor he and his companions had come from. "Well, the sooner we all get out of here the better."

He turned to the looming negates and pointed toward the wall of hazy smoke filling the darkened hallway. "All right, Junior. *cough* Get us the hail out of here."

***

The escaping herd of mares and griffins came to a sudden stop at the end of the hallway toward the front of the jail, finding the office and waiting room completely ablaze with green and orange flames that sent off waves of furnace like heat into their faces.

Fleidermaus Junior clamped his sensitive, night born eyes tightly shut and started to jog frantically in place, cracking the floor beneath him and jostling the fainted mare who'd been transferred to his broad, muscular back to allow Applejack to go faster. "Gah! Fire bad!"

He called out to Soarin. "Pegasus! V-vhat now? Ve cannot go out the front! But that is the only vay I know!"

Before the veteran stunt flyer could respond, a ragged voice called out from a side hallway. "Hey! Hey there! Y'all follow me! Hey!"

They all turned to see Braeburn and the elder Fleidermaus come lurching through the billowing black smoke. The mayor of Appleloosa weaved on his hooves as he beckoned them. "I know... *cough* I know th' back way... *cough cough* outta here. Come on!"

The slender negasus chimed in. "Follow my *cough* voice, son! Ve mustn't linger!"

With that, the panicked group wheeled and hurried after them, stumbling blindly through the smoke with the echolocating negasi leading the way with Braeburn's direction and Applejack, Soarin, Spitfire, and Rainbow Dash's guidance.

***

Moments later they came pouring out the back entrance to the jail into the crisp air of the desert night, clamor and confusion all around them as Appleloosa's citizenry, roused from a sound sleep by the alarm bells, pitched in to fight the furious blaze. Bucket brigades had formed from several wells, passing sloshing pails from mouth to mouth to a cordon of brave earth ponies and unicorns who hurled the water at the flames. A small contingent of buffalo shamans, painted with zigzagging lines of blue paint and festooned with turquoise beads, had stampeded into town and struck up a rain dance in Appleloosa's main square, generating a succession of small clouds that were being whisked away by the local pegasi weather patrol and dumped on the burning jailhouse as soon as they formed.

None of it seemed to make much headway against the ferocious flames licking greedily at the sturdy walls of the city's now vacant correctional facility. Everypony in the milling crowd flinched as the roof caved in with an ear splitting creak and a resounding crash.

Braeburn's head whipped around at the sound, his eyes going wide in horror and then rolling back into his head as he keeled over with his hooves sticking straight up in the air and a rattle coming from deep in his throat.

A nearby nurse let out a cry of alarm and was instantly at his side, laying her ear to his chest. A moment later she started to administer CPR to her city's beleaguered leader. She was giving him mouth to mouth, waving a rescue pegasus with a small black lightning cloud in hoof over, when a spasm ran down the length of his body and he started coughing. The golden maned earth pony spoke up in a dazed voice as he began to breathe on his own, his eyes vaguely focused on different horizons. "Ohhhh. Rainbow Dash, kiss me like that again..."

The cyan mare with the chromatic mane had just taken a gulp of mulled cider from a paper cup clenched in her fetlock as she sat wrapped in a blanket nearby. This she instantly spat out in a cloud of amber mist as soon as she'd heard him. She turned her head to meet the nurse's gaze, both of their faces going bright red.

Spitfire, who'd been sitting at her side swaddled in a blanket as well, broke into uproarious laughter that quickly subsided into a hacking cough.

***

Applejack and Soarin' lay side by side with blissful smiles on their faces, sharing a blanket with their legs curled up to their bodies, occasionally nuzzling or whispering soft words of gratitude in one another's ears.

A sound of talons on packed dirt and gravel roused them to look up at a crested, leonine shape silhouetted by the conflagration. Baron Redtail clicked the heels of his forelegs together and gave a short bow. "My apologies for disturbing you, Lieutenant Soarin. But it seems I 'owe you vun' as vell now."

He drew himself up as proudly as he could as his disheveled feathers fluttered in the breeze. "Although it pains me to make this concession, I am villing to forgo our duel in Vanhoofer if that is your vish. Ve vill call it a draw."

Soarin was about to respond when Applejack nudged him in the side. He turned to see she was gazing past him to where the griffin noble's servants sat, a dreamy look in Greta's glistening eyes as Gunther stood staring at her with his beak still hanging slack. The blonde mare craned her neck to whisper into the sky blue pegasus' ear.

A sly smile spread across Soarin's face as he shook his head. "Y'know what, Baron? I think I'll still take you on in Vanhoofer. I agreed to your terms fair and square, and I'll honor 'em."

The red crested griffon lashed his sinuous tail and raked his talons on the ground uncertainly. "V-very vell, but that still leaves me in your debt."

Soarin cast a sidelong glance at Applejack. "Well, I think my 'mate' here might have a good idea how I might call in that marker."

The blonde mare nodded, a look of immense satisfaction spreading across her freckled face. "Eeyup. You wanna get square with my stallion, then ya gotta have a straight up talk with yer gal Greta there."

She gave a nod toward his maidservant. "She's got a powerful need t' get somethin' off her chest t' ya, and we want ya t' promise t' hear her out with a fair n' open mind, gal griffin t' griffin fella, n' t' treat her right no matter how it works out."

Baron Redtail glanced back at his servants uncertainly, his gaze lingering on Greta for a moment before he wrenched it away to look Applejack and Soarin in the eyes once more. "Er... I... I don't... I suppose I can agree to those terms."

The apple farmer gave a grin and a nod. "Good."

She leveled a suddenly stern glare at the hapless griffin noble. "Don't y'all break her heart, y'hear?"

Soarin let out a chuckle as he met Redtail's nervous gaze. "Better do what she says, pal. You do not want to upset this mare."

The Baron cleared his throat, clicked his heels and gave a bow. "In... indeed not. Vell, I von't intrude any longer. I vill see you in Vanhoofer, Lieutenant Soarin."

With that he spun, and marched away toward his servants. When he reached them, he spoke some brief words to Greta, whose bandaged face lit up with a mixture of hope and terror, the latter of which was mirrored on the ruthless aerial duelist's face as they fell into step side by side and walked off to talk in private. Gunther sat slumped like a bag of flour, his beak hanging open as he watched them go with goggling, glassy, disbelieving eyes.

Applejack snuggled in close to Soarin with a smug grin on her face. "Poor dope ain't got a ghost of a chance."

The sky blue pegasus ruffled his still bound wings. "I appreciate the vote of confidence, sweetheart, but from what I hear he's pretty tough."

She rolled her eyes. "I wasn't talkin' about yer dadgummed duel, darlin..." She leaned in and gave him a kiss on the cheek.

***

Sheriff Silver Star stood in the trampled street clad in a threadbare union suit and his hat, feeling the cool late night/early morning breeze in his aching bones as the first gleam of sunrise tarried beyond the eastern horizon. He wore a wan expression on his unshaven face as he watched the blackened skeleton of the Appleloosa jailhouse collapse under its own weight, smothering the last licks of clinging flame in a cloud of ash and soot.

He looked over at the cluster of rescued prisoners in the midst of the town's busy emergency service crew and gave a diffident shrug. "Whelp. I reckon since we don't got anyplace t' keep 'em all anymore we oughta just send 'em on their way."

Judge Bean stood at his side, shivering in his slippers and bathrobe as he stared slack jawed at the ruins. "But... b-but what n' tarnation do we do without no jail?"

The sheriff reached up and adjusted his hat atop his disheveled mane, staring toward the horizon. "I dunno. Play canasta, I guess."

***

A large, ruby red grapefruit half lay invitingly on the royal china in front of Princess Celestia, mirroring the glorious morning sun that she had just called to the sky outside. At her side, Princess Luna sat in the shade cast by the columns of their private dining room in the highest tower of Canterlot castle, allowing her nocturnal equivalent of a final cup of coffee in the evening to cool as she poured over a stack of early edition newspapers from all across Equestria.

The princess of the sun took up a silver grapefruit spoon in a shimmering corona of golden magic as she spoke with a fond smile to her dusky sister. "You seem preoccupied today, Luna. What's got your attention so thoroughly in the..." She craned her slender neck to take a glance at the masthead of the paper spread in front of the moon's regent, before lining up her utensil with one of the fruit's succulent sections. "... Baltimare Courier?"

The night princess' brow furrowed as she finished the article she was reading. "Apparently almost everypony flying in the Pegathalon has been thrown in jail for brawling in a bar in Appleloosa."

Celestia flinched as a jet of grapefruit juice shot up from her breakfast and hit her in the eye. She dropped the spoon with a clatter and snatched up one of the fine linen napkins to wipe away the stinging liquid as she gaped at her younger sister. "Wh- what?"

Luna turned and used her magic to rifle through the stack of papers on the ornate tea trolly at her side. "Hang on, let me check what the Appleloosa Picayune's got to say about it."

She cocked her head as she pulled a slim sheaf of newsprint from the pile. "Huh... Looks like they ran an extra today."

Her eyes went wide as her turquoise pupils shrank to pinpricks. "Tartarus on toast! Appleloosa jailhouse burned to the ground in mysterious blaze!?"

The sound of china cracking tinkled in the air as a startled Celestia drove a fresh grapefruit spoon that a servant had provided her through fruit, plate, and deep into the tabletop. "WHAT!?"

She snatched the paper from her sister's magical grasp, clenching the edges in her gold shod hooves as her wings flared behind her. After a tense moment's frantic reading she slouched in her tall, mahogany chair with a sigh. "Oh thank goodness, everypony got out all right, and nopony was hurt aside from minor bruises and smoke inhalation."

The edges of the newspaper crumpled in her hooves as her normally serene expression darkened. "I just know those... those two excordes unicornes had something to do with this..."

Luna shifted nervously in her seat, gently extracting the paper from her sister's grip as she spoke in a soothing tone. "Hey, cool down, sis. You don't know that for certain..."

An uncomfortable expression flitted across her dusky features as she muttered under her breath. "... even though it is pretty much par for the course with those two creepweasels."

She gave an attempt at an airy shrug. "And anyway, Sir Charger's gotta be keeping an eye on them by now."

Celestia gave her sister a fragile smile, and opened her mouth to reply when a tentative knock came to the doors of the royal dining chamber. She redirected her attention toward the ornate portal, as a wan faced Shining Armor poked his head through the door.

He cleared his throat nervously, his ears laid back and his normally easygoing demeanor a bit strained. "I beg your pardon, your hignesses, I really hate to disturb you at your morning repast, but..."

He took a moment to steel himself, before continuing. "...it's my duty to bring this to your attention."

The royal sisters exchanged a glance before Celestia bobbed her tapering horn. "You may always speak freely in my presence, my faithful Captain of the Guard."

Luna nodded. "Yeah, don't get in a sweat, kiddo. I'm sure it's nothing we... can't... handle...."

She trailed off as the doors opened wide by sparkling magic, and a quartet of muscular, armored royal guard unicorns came marching in bearing two stretchers between them. On one, a stiff and cold but remarkably lifelike pegasus of solid stone lay, while on the other, a twitching, faintly giggling pony like thing that seemed to be made of equal parts pink fluff, disheveled feathers, and caked mud lay prostrate beneath a blanket, his wings drooping with exhaustion from under the hems.

Shining Armor stepped up at the side of the procession, pawing at the ground with an anxious expression. "He insisted on being brought directly to..."

The fuzzy, filth crusted creature surged to his elbows, feebly flapping his wings. "WE insisted on being brought directly, Captain! There are two of us..."

He snapped at the stiff, unmoving figure in the other stretcher. "Shut up, Charger! I'll tell 'em! I didn't airlift your fat rump all the way to Canterlot to have you keep interrupting me! I've had more than enough of your bellyaching!"

A manic gleam appeared in his eye as he met the sun princess' disbelieving gaze. "Your highnessesesses, I deeply regret that my colleague and I have fallen a bit short in carrying out your..."

He stopped mid-sentence snarled at the statue, his voice edged by a hysterical cackle. "Shut UP, Charger! You have to admit we didn't do a very good job of it! Don't back sass me, you cart horse! I should have made you walk back yourself!"

Shining Armor gave a surreptitious nod to one of the unicorn guards, who leaned in to touch the unhinged pegasus lightly on the forehead with his horn, sending him instantly into a deep sleep.

A terrible silence fell over the room, as all eyes turned to Princess Celestia, whose pristine white features had gone utterly blank. A moment later, her entire head exploded in flames with an emphatic FOOMP!

The sky outside turned a bright shade of vermillion, as cries of alarm and dismay arose from the precincts of Canterlot Castle that were echoed across all of Equestria as ponies looked up at a sun gone red as a garnet and ringed by crackling flares.

Princess Luna leapt to her feet, knocking aside the trolly full of flaming newspapers with her dusky wings as she shielded her eyes with an upraised hoof. "Sister! Prithee cease this overwrought display, ere thou boileth the seas and set the very land alight with thy wrath!"

As soon as her sister had finished her plea, the inferno around the sun princess' head guttered and died, leaving a wavering mane of smokey grey behind. She let out a long, shuddering sigh and reached up a hoof to wipe away the trickle of molten gold that was all that remained of her tiara as it ran in gleaming rivulets down the furrow in her brow and along either side of her elegantly chiseled muzzle. The sun outside subsided to a reddish orange as the sky took on its former blue coloration.

Celestia spoke in a voice carrying the weariness of millennia. "Shining Armor..."

The pale faced unicorn swallowed hard, and drew himself to attention behind the shimmering purple shield he'd thrown up around the contingent of royal guards. "Y-yes, your highness?"

She met his wavering eye with a magenta gaze that still flashed with deep seated embers of anger. "Call forth a company, no, a battalion of our finest Air Cavalry, and gird them for battle and send them forth to apprehend the unicorn brothers who style themselves Professor Destiny and Doctor Insanity. I want those two scoundrels brought before us to answer for their crimes."

Shining Armor gave a cautious bow, maintaining the shield for safety's sake. "As you command, your highness."

He cast a nervous glance to his side as one of the unicorns bearing the litter of the inert Sir Charger fainted, allowing the stone pegasus to drop to the marble floor and crack it.

Sir Champion stirred in his magically induced sleep and mumbled in the tense stillness. "Shaddup, Charger..."

Part 35 - Riding Thermals

Deep in the wilder corners of the San Palomino desert, where there was little but stretches of yellow sand and hot, empty air, the red sky and glowering sun of the morning had been taken as a sign, and interpreted by minds ancient and rapacious as a call to action. A flicker of movement appeared in the eye socket of a bleached buffalo skull staring a lonesome and long forgotten vigil toward the east. A smoke like trail arose from the bony hollow, gaining a tenuous hint of substance that resolved into a phantom figure of an emaciated horse flaring a pair of buzzard like wings. It reared with a rattling hiss and took to the sky, bearing a cloud of dust in its wake with a beat of its ragged pinions.

Similar trails mounted to the sky as other ghostly forms arose, whinnying a keening chorus as they swirled and gathered their momentum into a storm.

***

Professor Destiny and Doctor Insanity cut twin lines of black smoke across the glaring sky as they crossed over the Palomino Grande River.

The mustachioed stallion pumped a hoof in triumph as a gloating laugh escaped his throat. "A HAH hah hah! We've taken the lead with miles to spare! There's no way anypony can catch us now! It's clear sailing from here on out, brother!"

He scowled in annoyance as his brother called back with an acerbic tone of voice. "I do wish you'd stop jabbing irony in the flank with your horn, brother! Look ahead! At ten o' clock on the horizon!"

Destiny looked where his sibling was pointing. He sparked his horn to live and drew a set of binoculars from his belt pouch, raising them to his goggled eyes. After a moment's peering through them, he gave a toss of his head. "Bah! Hardly an obstacle for our phlogiston rockets, brother! We'll simply power through those clouds and be none the worse for wear!"

His face fell as he lost his magical grip on the binoculars, watching with a dismayed expression as they plummeted to the sand dunes below. Doctor Insanity let out a weary sigh and rubbed his temple with a hoof, then fixed his brother with a glare. "All right, I'll go along with this, but if this winds up as a repeat of that night over Horseshoe Bay I am going to be exceedingly cross with you."

The Professor recovered his wits and gave a dismissive wave of his hoof. "Perish the thought, brother. We will prevail against all challenges as long as we're together. You fly with me, and you fly with Destiny!"

The self proclaimed Doctor muttered under his breath as he closed up formation with his elder sibling. "Why does it feel like I'm the one flying with Insanity then..."

***

The carefully irrigated apple trees of Appleloosa had given way to expanses of sun baked sandstone and gravel dotted with patches of scrub and cacti. Pip and Soarin rode high on the thermals rising from the arid landscape, the young earth pony aptly following the veteran pegasus' lead as he made his way forward in an effort conserving glide, allowing the upward draft of hot air to keep him aloft as he made deft course corrections with his wings. Pip had no need to conserve energy, his wings were magically powered and tireless, but because of this he'd been loaded with the greater portion of the water that he and his partner carried for the desert crossing, and thus sought to spare the flight harness any undue strain.

Soarin smiled at his young comrade. "That's the way, kid! Just like a knife buttering bread! Smooth and easy!"

Pip returned his grin with a glimmer of the bright sun overhead on his teeth. "Quite so, old bean. Quite so. I do think I'll get the hang of this yet."

He reached up a hoof to shade his eyes, peering through his smoked goggles toward the mesas rising majestically to the north. "I say, incoming at four o' clock. Looks like that buffalo chap and his friend."

The sky blue pegasus turned to look where his wingpony was pointing, and saw a large, hump backed shape with huge wings, soaring toward them with a blue grey pegasus in a denim jacket and black goggles in tow. The massive flying bull had been coated from horns to hooves in red ochre, which trailed off of him in slight billows of ruddy powder as he flew.

Soarin hailed them as they came up along side. "Hey! How's it going? I'd have thought you guys would have been a lot further ahead. You didn't get thrown in the slammer like the rest of us."

Long Range gave his partner a sympathetic look as a haunted expression settled on Flies Like Thunder's face. He edged closer to the Harmony Aeronautics team and called back to them, jerking his head toward his companion. "Gettin' tossed in th' hoosegow woulda been preferable. We just spent th' whole night gettin' lectured by his uncle 'bout the whole Tatanka business."

He pursed his lips and gave Flies Like Thunder a sidelong glance as the buffalo shaman let out a long, bass toned shudder. "Great Chief Thunderhooves has become even more long winded as he piles up summers and winters."

The rangy pegasus nodded ruefully. "Ayep. The ol' bull sure can filibuster, gotta hoof it to him."

He turned back toward the Harmony Aeronautics team. "Speakin' o gettin' the word, the whole camp was buzzin' with news o' how th' jailhouse done burnt down on account o' them lowdown sidewinders with the black smoke. I'm powerful glad everypony made it t' safety."

Pip flashed him a grin. "Too right, mate. And it was Soarin here who took charge and led them out."

At this the sky blue pegasus blushed. "Aw, I didn't do anything that anypony else wouldn't have done. And anyway, it was the bat ponies who really saved our hides."

Long Range nodded. "Yeah, I heard 'bout that too. Shame them fellers had t' drop out. Seemed like good folk once ya got past how spooky they looked in them getups o' theirs."

He reached up and tipped his white stetson to the veteran stunt flyer. "And as fer helpin' all th' folks outta th' fire, well, I wouldn'ta expected any less from a Wonderbolt, Mister Soarin. It's been an honor t' fly with y'all so far. Yer welcome at me n' Flies Like Thunder's campfire anytime."

A thoughtful expression crossed the buffalo shaman's red dusted face, as he peered toward the western horizon. A note of concern sounded on his voice as he pointed a hoof ahead of them. "We may all be camping together soon, kemosabe. Look there, past the distant river, do you see?"

Both pegasi trained their hawk like eyes on the distant point he was indicating, squinting against the glare coming from the desert below. A long smudge of brown rose up over the far off plains, a roiling battlement of billowing, dun colored clouds with sparks of lightning arcing through its depths.

Soarin's brow furrowed as what he was looking at sank in. "Is... is that a..."

Long Range nodded grimly. "Ayep. If'n that ain't th' grandpappy o' dust storms 'comin our way I'll eat my hat."

He gave a nod to Flies Like Thunder. "My compadre here's got th' right idea. We'd better grab some ground once we pass th' Palomino Grande way up yonder."

Pip cocked an eyebrow. "Who would put up a dust storm in the path of the Pegathalon?" He glanced at Soarin. "That hardly seems like responsible weather management."

Long Range shook his head. "Dust storms in th' San Palomino don't happen 'cos of any pegasus. It's th' dust devils' hoofwork if'n it's anypony."

The young earth pony lowered one eyebrow and cocked the other. "Dust devils?"

The blue grey pegasus gave a shudder and nodded. "Yeah. They're kinda like them windigo critters from th' Hearth's Warmin' pageant."

Flies Like Thunder intoned in a solemn voice. "Indeed. They are like those bleak spirits of the cold wastes, but instead of hatred and bitterness, they feed on desperation and despair. Those who become hopelessly lost in the desert are their prey, and so they create blinding storms to lead travelers astray."

Pip cast a glance at Soarin, then favored the buffalo and his companion with a sparkling grin. "Well, I'm not afraid. Just like the Hearth's Warming pageant teaches us that goodwill towards our fellow ponies drives the windigos away, I'd wager their warm weather cousins wouldn't stick around for long if we all just keep calm and carry on. I say we try to go as far as we can manage before we go to ground."

His wingpony gave a bark of laughter and grinned with determination. "Hah! That's the stuff, kid! I'm with ya."

A smile spread across Long Range's face, and he shared a nod with Flies Like Thunder. "I like yer brass, young fella. Lets fly on n' show 'em who's boss."

With that, the quartet of flyers pumped their wings to pick up some speed, facing the ominous maelstrom head on.

***

Diamond Tiara had heard the term "world of hurt". She'd even used it frequently in her business dealings, social interactions, and private exchanges, but she'd never dreamed she would be experiencing it firsthoof. Her hooves did indeed hurt, as did her hocks, cannons, knees, forelegs and flanks, rump and withers, neck and tail and head. Her eyes hurt from an accumulation of grit carried on the insistent wind she'd been walking into headlong, adding to the crust of filth that coated her from nose to tail and cracked faintly as she shambled forward. Her lungs hurt with each rattling breath of dry air and dust. Her throat hurt all the way down to her stomach and beyond as hunger gnawed and thirst clawed away at her insides.

Only one small comfort had come to her as the freezing night had given way to stark, smothering day, and that was finding herself on a trail. Not much of one, more a winding path of trampled dirt with fewer fetlock twisting rocks, but that was enough to ease her way as she stumbled through the Badlands.

All through the morning she'd pressed on, as the sun glared through the haze above. She was unsure if she was hallucinating the ghostly, vaguely equine shapes that circled on ragged wings among the pall of clouds overhanging the blasted landscape. As it reached its height, the heat waves shimmering off of rocks the color of baked bricks, she came to the red stone cliffs that bordered Equestria.

The drab, parched scarecrow of a mare stood and stared through her raw, encrusted eyes at the height of the barrier that now faced her. The edge of the surly clouds that overhung her private Tartarus was visible, with a pale yellow expanse of desert sky over the crags that formed a natural battlement against the wasteland.

She weaved on her trembling legs, feeling like a bundle of sticks ready to blow over with the next strong wind. How was she going to climb over it? She was barely able to keep moving on relatively level ground. It was impossible. This was it. She was done. A faint cackling could barely be heard drifting down from the clouds, as more gauzy, intangible creatures glided along the edges like shadows cast by pegasi flying overhead.

Then the thought occurred to her that Apple Bloom had built a pair of fake wings that would let her fly over the stony barrier with ease. Which was the whole reason Diamond Tiara now found herself in these dire straits to begin with.

Unable to muster much more than a low, ragged growl, she lurched forward and began to drag herself up onto the jagged rocks with a look of glazed determination on her face. The winged silhouettes overhead wheeled, faintly nickering in disgust and disappointment as they fled for the western horizon.

***

Spitfire scowled at the wall of dust on the horizon as she maintained formation with Shootin' Star and Rainbow Dash. "I'm not likin' the look of those clouds one little bit."

The young stallion spoke up. "I heard 'bout storms like that from th' old cloud tenders in Appleloosa. Ain't like no normal storm made o' water, it's a big mess o' dirt drug up offa th' desert by bad winds. Nothin' a pegasus can do against it."

His chromatic maned senior team mate chimed in. "Well, why don't we go around it then? We could cut north at the river."

Their blaze yellow captain cocked a dubious eyebrow. "What, through Ghastly Gorge?"

Dash nodded with a confident grin. "Yeah, I used to fly it all the time when I lived in Ponyville. Nothin' to worry about."

Spitfire gave her star flyer a deadpan stare. "Except for the vicious crosswinds."

Shootin' Star shared his leader's wan expression. "And th' rockslides."

Spitfire flicked an ear. "And the impenetrable thorn tangles."

Shootin' Star pursed his lips. "And th' giant cliff dwellin' eel monsters."

Rainbow Dash chuckled and gave a breezy toss of her multicolored mane. "Yeah! Easy peasy! Come on, guys, I'll race ya, and on the way I'll tell you the story about when I adopted Tank."

Her two team mates shared a wary look, shrugged, and dropped into formation beside her with a beat of their wings.

***

About a half league behind the Wonderbolts, Baron Redtail and his retainers watched the trio of blue and yellow clad pegasi wheel northward. With little more than a glance between them, the disciplined griffins angled their flight path to follow them.

***

A bit further back, Air Hammer and Ice Tongs looked at one another, gave a nod, and flew in close to bump hooves, then veered to follow the other two teams toward Ghastly Gorge.

They braked in midair with flaring wings and looked inquiringly over their shoulders as a voice called out to them. "Dudes! Do NOT go that way!"

The two burly pegasi hovered in place as Golden and Granola Bay glided up to parley distance and dropped into an easy hover themselves. Air Hammer regarded the couple warily. "Oh yeah? Why not?"

The tawny pegasus stallion shook his head and bobbed it toward the north. "That's, like, Ghastly Gorge, brah. Far too gnar. Like, total rashville. "

The Cloudsdale team looked at each other uncertainly. Ice Tongs scratched his head with a hoof and shrugged to his partner. "Uhhh. I tink he means it's bad."

Granola gave a toss of her long, flowing mane. "Oh wow, like totally, y'know? Fer sure."

Air Hammer pursed his lips and crossed his forelegs in front of him. "Ya got a better idea then?"

Golden Bay nodded and pointed south with a white toothed grin. "Yeah, it's a little longer, but if you follow the river south you can totally hook it under cover of the mountains and be like totally sandstorm free. Then you just ride on out to the coast then up to Lo Peg like you're ridin' a sweet curl to sunset, brah."

The burly weatherworkers traded a thoughtful glance, and then Air Hammer shrugged. "Okay, youse guys know da area better'n me 'n Tongs here."

His beetled brow furrowed as he fixed the mellow pegasus with a sharp glare. "But ya better not be tryin' t' steer us wrong."

Golden Bay raised his hooves. "Woah, no way. There's been enough gnarly shenanigans in this race. We're totally on the level, brah."

The burly stallion gave him an appraising if mildly confused look, glanced at his partner, then nodded. "Yeh, okay."

The Los Pegasus pegasus rocked his hoof back and forth in a casual pegashaka. "Crescent fresh, dudes. Lets wing it out."

With that, the quartet of pegasi set out south, as the two stallions from Cloudsdale traded one another the first of many bemused looks.

***

The world was a roaring void of choking dust for the two unicorn brothers as they plowed through the storm. Only the insistent power of their phlogiston rocket motors kept them moving forward against the rasping, blinding gales, their trails of black smoke rapidly dissipating in the tan billows.

Professor Destiny flicked an ear as he thought he heard his sibling call out to him, his voice muffled by the howling wind and the gasmask strapped over his muzzle. He turned his head and bellowed in return, the fine powder sifting through the filter of his own mask making his throat burn as he raised his voice. "WHAT? SPEAK UP, CONFOUND YOU!"

His eyes widened in horror behind the abraded lenses of his goggles as he looked and saw no sign of Doctor Insanity. He called out, straining his lungs. "DOCTOR! WHERE ARE YOU!? D-DOCTOR!?"

Panic began to grip his heart, as he cast about wildly, seeing nothing but brown and tan in whirls and eddies of impenetrable thickness. "DOCTOR IN... INSANI... Doc... tor..."

He reared back his head and screamed out as hard as he could. "FLIM! FLIIIIMmmm!"

His next scream was far more incoherent, as he looked ahead to see the windblown crests of dunes rapidly coming up to meet him. He cut off with a squawk as he plowed into a mound of sand, sending a tuft of billowing cloud skyward to join the dun colored maelstrom.

***

Rainbow Dash crested the western ridge of the infamous gorge with her fore hooves wrapped around Spitfire's middle, blithely recounting the story of her pet tortoise to Shootin' Star as if they were flying casually over Ponyville Park. "... and so the brave little guy carried me all the rest of the way, and we finally crossed the finish line about a half hour later. I tell ya, rook, I was never so glad to come in last in a race, just 'cos it was lookin' like I wasn't gonna come in at all. And that's when I knew who the winner of the whole "Find Dash A Pet" competition I put those poor critters through had to be."

The young pegasus stallion nodded dazedly as he flew an erratic trail through the air and struggled to keep up, his uniform tattered and covered in rock dust. Spitfire was curled into a little catatonic ball and staring into space, the flame like tresses of her blaze orange tail snapped off to half their original length.

She muttered under her breath in a shaky voice. "Buh... teeth... BIG teeth... in... hole..."

Dash shifted her grip on her team captain and grinned at Shootin' Star. "And ya see, the moral of the story, is that when you're squaddies with somepony, you don't just ride the highs, you hit the lows with 'em too, and you stay there with 'em when they're goin' thru it and help 'em out of it, 'cos they're just as bound to drag your tail outta the tornado when it's your turn to taste the turf. That's why, for better or worse, we stuck with Soarin while he was goin' through his slow motion tailspin. He was a 'Bolt, and that's for life."

A numbly thoughtful look settled on Shootin' Star's features. Spitfire trembled in the rainbow maned mare's hooves. "L-life... flashing... before... eyes..."

Dash gave her a shake. "Oh suck it up, Cap. It only got a little bit of your tail."

***

A short time later, a trio of griffins arose from the treacherous canyon in a similar state, with Baron Redtail flying resolutely forward with his maidservant cradled in his claws, her right wing bandaged and held awkwardly to her side. Gunther flew behind them, a bandage neatly bound around his forehead and countless scratches and bruises along his tawny flanks, as he stared at his master and fellow servant with goggling eyes and a wide open mouth.

The red crested aristocrat glanced back at his batsgriffin, a look of reproach furrowing his brow. "Oh, close your beak Gunther. The last thing I need is you choking on a bug or something."

The burly griffon's jaws snapped shut as he gave a flustered salute. "Y-yes, your excellency!"

The Baron's cast a sharp look at the griffonette in his forelegs. "And as for you, Miss VonBeakstein, I expect you to dodge falling rocks when I tell you to."

She nodded, meeting his gaze with shining eyes. "I vill, Ger... your excellency."

He let out a small sigh as his expression softened slightly. "I... I hope you're not... too uncomfortable."

She nestled against him, nearly purring in response. "I'm fine, your excellency." She wrapped her arms around his neck, interlacing her talons over his withers with a breathy sigh of her own. "Just fine."

The Baron swallowed hard and dragged his eyes off her sweetly smiling face, staring ahead with a blush tinging the redness of his plumage. "G-good. Ve vill stop and rest in a few more miles."

***

One cracked hoof gripped the rocky ledge marking the northern boundary of the Badlands, then another, hauling over the gasping figure of a mare with bloodshot lavender eyes staring out of a haggard face caked with brown grit and dust. A thousand cuts, scrapes, and bruises marred the coating of grime that covered her. Diamond Tiara flopped forward onto her belly, staring at the scrubland that stretched before her with a look of bitter triumph pulling her features into a rictus grin.

Her voice came out as a barely audible croak. "hhHahhh. Who needs stupid wings anyway?"

With that, she slowly worked her way to her hooves and stumbled back onto the trail, a look of dogged determination in her eyes.

Behind her, the wind howled through the jagged formations jutting from the red cliffs, as if the Badlands themselves were bellowing in frustration like a great beast that had let its prey escape.

***

Sheriff Silver Star stood on the porch of his office, having finally gotten back home to shave and get properly dressed after last night's catastrophe and seeing off the Pegathalon flyers and making sure both Judge Bean and Mayor Braeburn got packed off home to get some rest.

When he'd gotten in to the office, his secretary had started in right away pestering him about an arrest warrant that had come in over the wire for some hifalutin' mare on the Ambrosia. Seeing how the big airship had just cleared the town's airspace a couple hours ago, and also seeing how they didn't have anyplace to keep a prisoner anyway, he just managed to keep his voice level as he told him to pass the word along to the city guards in Los Pegasus. The sheriff just wasn't in the mood to bawl anypony out, and since hanging around where they were guaranteed to start hassling him about every little thing, he poured himself a cup of joe and stepped outside to get a little fresh air.

He cast a wan look down the street at the blackened skeleton of the jailhouse, and took a sip from his "Equestria's Best Dad" coffee mug. It was brewed just how he liked it, strong enough for a spoon to stand up in it, which he kind of needed to help him stand up after the last couple days.

He winced and let out a sigh as a frantic voice called out over the streets of Appleloosa. "SHERIFF! SHERIFF!"

The grizzled lawpony rubbed his faintly throbbing temple with a hoof as Fluke the pegasus came fluttering up with his hat clenched to his chest. He gave the colt a wan look. "What now, Fluke? Th' dust just settled, why ya gotta stir it all up again?"

Fluke pointed skyward with a shaky hoof. "Just look!"

With another weary sigh, he stepped down from beneath the shade of his office's porch and turned to look up where the young pegasus was pointing. A deadpan expression settled on his face as he raised the coffee cup to his lips to take a long pull. "Huh... Don't see that everyday..."

A wave of shadow swept across the rooftops of Appleloosa, casting the sheriff and the young town crier into shade. Row after row of snowy winged pegasi in gleaming gold armor filled the desert sky, their V shaped formations mirroring the sharp points of their lances.

A pair of burly stallions from the front line detached from their squad and spiraled down toward the sheriff's office, coming in for a brisk landing with the thud of eight hooves on the dusty street. The one with Lieutenant's bars adorning his armor saluted. "Sheriff Silver Star, I presume?"

The sheriff gave them a wary nod. "Yeah. Ya presume correctly. What can I do fer y'all?"

The Lieutenant's comrade reached under his folded wing and pulled out a photograph of two scrawny unicorns in black frock coats and cravats, one with a mustache and one with a close cropped mane and dark spectacles. "Have you seen these two stallions?"

Sheriff Silver Star pursed his lips and took another sip of coffee. He pointed a hoof toward the west. "I reckon they went thataway."

***

Compared to the blasted wastelands she'd found herself stranded in when the Changelings had cast her out, the dry plains Diamond Tiara found herself traversing were like the gardens around her manor in Canterlot, but to the young mare's exhausted mind, she couldn't be in a more alien environment if she'd been banished to the face of the moon.

To a pony who'd had her every want catered to with brisk alacrity and often a degree of fearful deference since infancy, it was an utterly unfamiliar situation. She needed water, she needed food, she needed shelter, she needed rest, but there was nopony around to give them to her. Nopony to whom she could snap orders, or yell at, or even manipulate or bribe.

Even the flames of envy that burned in her heart for Apple Bloom were beginning to ebb, dying down to blackened branches and ash. What was the point of hating the little bumpkin if she wasn't around to browbeat into getting her a glass of apple juice?

Diamond Tiara could feel her strength waning, whatever reserves she'd unlocked through her resentment of her old enemy faltering before the palpable downward drag of physical exhaustion and a withering thirst. As the world began to go dark around her, she numbly wondered if she was finally succumbing, or if it was just the sun going down.

A flicker of hope came with a flicker of light, as cheery squares of golden illumination flared to life in the darkened, angular shapes of a cluster of buildings in the distance. Lights in windows meant a town, full of ponies who might have water, and food.

She quickened her pace from a trudge to a stumbling, heavy limbed trot, as the trail became a wagon rutted road beneath her ragged, chipped hooves, drawing her closer and closer to the promise of civilization.

The sound of the breeze rustling through leaves came to her, along with the heady scent of ripe cherries. As the sun finally receded over the horizon to make way for the moon, she raised her head as high as she could and let her sense of smell be her guide. Cherries were full of juice, and sweet. If Diamond Tiara had any moisture to spare, she would have cried like a foal and drooled like a dog all at once. As it was, only the growling of her stomach and the throbbing of her swollen tongue signaled her dire need for sustenance. Her rasping breath came faster and harder, as she tried and failed to up her pace to a gallop, or even a canter. As dearly as every cell in her body wished for life giving food and water, it had no reserves left for a burst of speed.

Which in the end was another small blessing, as she ran straight into a chain link fence with a clang and jingle and was knocked back onto her rump, with only a fresh bruise on the end of her snout to show for it.

She stared dumbly at the light of the nearly full moon glinting off of the links, her lower lip trembling as beyond she could make out the rustling fruit trees, laden with fat cherries that shone like rubies and topaz in the moonlight.

The exhausted mare gave a start as a further gleam of a lantern washed across the fence. A drawling, female voice called out in the darkness behind her. "Who'all's there? Y'all better skedaddle, th' ponyfolk who run that orchard don't take kindly t' cherry thieves!"

Diamond Tiara let out a rattling sob as the lantern's light illuminated a sign hanging from the chain links. She'd seen it before, in a small corner of her mind she even vaguely remembered approving it. It bore a logo of a bushel of red and yellow cherries surmounted by a design that resembled her own cutie mark, and bore the following message in stark black letters on the pink background: PINK PRINCESS CONSOLIDATED FRUIT GROWERS (A RichCo. Enterprise) NO TRESPASSERS.

She dimly flashed back to when she'd used the leverage of her father's retail empire to buy out some of their suppliers, targeting fruit growers in hopes of making things difficult for a certain family of apple farmers in Ponyville by cornering the produce market. It didn't pan out, the Apple family as a whole was too well organized and closer than pickets on a fence, and apples were just that much more popular than cherries, or plums, or kumquats, and thus she'd abandoned the enterprise in favor of being crowned a princess through a strategic marriage and a sizable investment in airships.

She let out a strangled, cackling laugh at the hideous, punitive irony of it all, and passed out.

***

Prince Blueblood huffed indignantly and stomped a hoof on the plushly carpeted floor. "We insist that you come out from under there at once!"

A muffled screech came from underneath the luxurious princess sized bed in the royal stateroom of the tiny palace that adorned the upper curve of the Ambrosia's vast, silvery cylinder. "No! Go suck on a teat, mammal!"

The dissolute white unicorn crouched down and peered into the dark space beneath the mattress, his slightly bloodshot eyes meeting the baleful glare of green, faintly glowing eyes from an angular form huddling in the darkness. He lashed his tail in growing umbrage. "Cease this ridiculous spectacle! We need them to think our wife is of sound mind when she signs the papers! We don't know or care how you do things under the rock where you came from, but around here crawling about on one's belly and hiding under furniture isn't considered sane behavior!"

She replied with a venomous hiss. With a growl of frustration, Blueblood flopped onto his side and sparked his horn to life, the golden glow illuminating the sharp edges of Chrysalis' scowling, chitinous face. "Come out of there, you minx, or we'll drag your bony carcass out with our magic!"

A sound a like a ragged, phlegm choked cough split the air, and something acrid, slimy, and stinging splatted in the unicorn prince's face, causing him to give a cry of rage, disgust, and pain. He rolled onto his back, furiously kicking his legs and cursing vehemently as bitter laughter sounded from under the bed.

Blueblood lurched to his hooves with a snarl, jabbed his horn into the box spring, and flipped the bed aside with a surge of enraged strength. "GAH! If you've stained my coat I'll stomp you into a coaster!"

He let out a strangled squeak of shock and alarm as a diminutive black blur darted across the carpet and lifted him bodily off of the floor with a pair of hole riddled fore hooves. Chrysalis' wings buzzed angrily as she held him aloft by his throat with her ant like, insectoid strength. "You try it, and I'll crawl down your throat and burst out of your chest. Understand, pony boy?"

His glazed eyes widened, going crossed at the point of the jagged blade of chitin leveled at his face. "W... we... we should talk about this c-calmly..."

Before Chrysalis could reply, a soft "ding" sound heralded the arrival of the elevator to their suite. In a burst of green sorcery she assumed the appearance of Diamond Tiara, dropping lightly to her hooves with the disappearance of her tattered wings as Blueblood thudded to the floor like a sack of potatoes and let out a feeble wheeze.

She caught herself before calling out politely, and stepped up to the doorway into the lounge with a scowl and a more in character response. "What is it?"

The liveried unicorn maid bobbed her horn in a curtsey. "I'm just here to inform your highnesses that storm conditions over the San Palomino desert have made it necessary to divert our course southward to avoid any complications. The crew humbly apologizes for any inconvenience."

The image of the pink princess pursed her lips. "Thank y... er... Fine. Whatever. Dismissed!" She gave an impatient wave of her hoof, then wheeled as the maid curtseyed again and ducked back into the elevator, the gilded doors sliding softly shut just before burst of sickly green light flared from the door to the bedroom.

Blueblood felt a whoosh of wings and winced at the slamming of the bathroom door as he pulled himself painfully to his hooves. He cast a wan stare over his shoulder, then met his bloodshot gaze in one of the ornate mirrors with a sigh, noting the dark greenish brown blotch across the bridge of his aquiline nose and wrinkled brow.

He hung his head and levered his ears back as he trudged out of the bedroom and headed toward the wet bar to dig up some club soda. "We are beginning to wonder if you're much of an improvement over our wife after all."

***

The sensations Diamond Tiara awoke to were so pleasant they were almost painful.

Cool, refreshing liquid was being dribbled gently past her lips and down her throat, cooling the ragged burning of thirst and forming a serene pool of comfort in her belly. It tasted like tears, a little sweet, a little salty, and had she any of her own to spare she would have begun to cry right there.

She tried to surge up from the soft, clean bed she found herself sprawled on, feebly reaching for the source of the life giving draught with both hooves so that she could gulp it down. A gentle hoof pushed her back with minimal effort, as a soothing voice with a sweet twang spoke to her. "Easy now, sugar. If'n it goes down too fast it'll come right back up again. Just let me spoon it to ya for a while 'til yer strong enough to drink it yerself."

The young mare found she didn't have the strength to do much else beside comply. Her sluggish thoughts stirred as she took stock. She'd been bathed, dried off, brushed, and laid out beneath a quilt that smelled faintly of mothballs and cherries with her forelegs and chin propped up on a feather pillow. Her eyes fluttered open, and beheld the kindly lined face of a middle aged, ivory coated earth pony mare with white streaks striping the magenta red of a frayed bouffant hairdo. A large beauty mark on her left cheek moved up toward her sparkling eyes as she smiled, the handle of a a brimming tablespoon held between her teeth. She cooed out of the side of her mouth as she leaned in to spoon feed her dazed guest more of the cool, refreshing liquid. "Just relax now, honeychild. Seems like ya been havin' a rough time of it."

As the spoonful poured another soothing stream down her throat, an unaccustomed feeling bloomed in Diamond Tiara's heart, a feeling most ponies were acquainted with as gratitude. All she knew was right now, the mare who was giving her something to drink was the best pony in the whole world.

As her savior turned to scoop another spoonful out of the bowl, she managed to croak a question. "Wh... who are you?"

The older mare cocked an eyebrow at her, then shook her head with a chuckle. "Well, I suppose I ain't surprised ya don't remember me, darlin'. Th' name's Cherry Jubilee, but y'can call me Jubilee, or even 'Lee if'n ya like."

The bedraggled young earth pony's brow furrowed in sluggish thought. "Do... do I know you?"

Jubilee gave a shrug as she brought the spoonful of liquid around with a steady turn of her head. "Not personally, no. Ya bought out my orchard n' processin' operation a few years back n'..."

She trailed off as a low moan came from the bedridden mare. A look of consternation spread across her face as Diamond Tiara feebly recoiled, her bloodshot eyes going wide and her limbs trembling piteously. "D-don't... don't... don't k-kill me. P-p-please..."

The spoon went slack in Jubilee's teeth, spilling its contents on the linen sheets. She turned and dropped it in the bowl, then looked at her foundling guest incredulously. "Now why in tarnation would ya think I was gonna do anythin' o' th' sort?"

Diamond Tiara began to whimper, clutching the pillow in her forelegs as a pathetic sort of shield. "I've done b-b-business with you. That... that means you probably hh-hate my guts, and... and you have me r-right where you want me."

She glanced at the bowl. "That... that's p-poison, isn't it? You poisoned me! Oh merciful sky s-sisterss, I'm t-too young to die..."

Jubilee pursed her lips, a wan expression settling on her face as she looked over th' young mare groveling on her guest bed. She turned and picked up the bowl, and raised it to her mouth, and took a sip from it, then turned and met the pastel pink earth pony's gaze. "Nothin' in this bowl but fresh water, some sugar, a li'l bit o salt, and a li'l cherry juice."

She set the bowl down and gave her guest a searching look that caused Diamond Tiara to hunker down further behind the pillow. "I'm hopin' yer just addled a bit in th' head from th' desert sun, 'cos if'n ya really think everypony's out t' git ya like that then yer a lot more pitiful than I thought."

The young mare's face clouded up, a rattling sob escaping her throat as she found it hard to speak. "But... but... why? Why help me?"

Jubilee looked at her incredulously. "What kind of pony would I be if'n I didn't? Not much o' one, that's fer sure."

With that, she turned and gripped the spoon in her teeth and took up another spoonful. "Now if'n yer done bein' a silly filly lets get some more o' this water in ya, missy. And just you put all this hooey t' rest, frettin' 'bout gettin' murdered when ya just survived gettin' lost in th' Badlands."

Diamond Tiara settled uneasily on the soft mattress and pillow, her sunken eyes blinking owlishly at the older mare. "H... how did you..." She was cut off by a cool taste of liquid raised to her lips, which she warily swallowed, sighing at its smooth progress down her throat in spite of herself.

Jubilee chuckled as she turned to reload the spoon. "I know what color o' dirt we washed off o' ya, darlin'. And all th' cuts n' bruises, and th' state o' yer poor hooves, I knew as soon as I saw ya that you'd gone through a mess o' toil n' tribulation."

The young mare stirred fitfully, and noticed for the first time that her hooves were wrapped in clean bandages, and a patchwork of sticking plasters were dotting her forelegs, gleaming an eggshell white against the pink of her freshly scrubbed coat in the low, soft light of the firefly lantern at her bedside. A gentle hoof under her chin drew her face around to accept another spoonful.

The faintest trickle of tears began to form at the corner of her eyes. The older mare paused, set the spoon in the bowl, and plucked a washcloth off of the bedside table and dabbed them away while she shushed her. "Shhhh. Don't cry, sugar. Them tears'll serve ya better on th' inside fer now."

With a gentle smile, she resumed feeding her stricken guest the sweet, salty solution from the bowl. With each spoonful, Diamond Tiara became more and more relaxed, every tablespoon a hoofstep taking her away from an early grave and oblivion. Presently, Jubilee set aside the spoon, and carefully tipped the remainder of the precious liquid down the young mare's throat, and then stood as she gathered her utensils on a tray which she balanced on her back. "That's all fer that bowl, darlin'. I'll bring ya more in a li'l bit, and I'm heatin' up some vegetable broth for ya so y'can get some nourishment. I'll bring some crackers t' see if'n y'can keep 'em down."

Diamond Tiara licked her lips and gazed at her with heavily lidded eyes, her brow furrowed as she spoke words she knew, but rarely if ever used sincerely. "J-jubilee? Th... thank you."

The red and white haired older mare paused at the door and waved a hoof. "Aw shucks, ain't nothin' I wouldn't do for anypony. If'n I were you I'd just thank my lucky stars for whatever it was gave ya th' gumption t' find yer way outta that desolation."

The pink pony princess' eyes snapped wide open, with the faintest sound like glass or porcelain shattering coming from inside her head as her hostess' words sank in, and she realized just what, or more accurately just who had given her the will to escape her doom.

Doom... Which rhymed with... Oh no no no no no no no no no. No. Please, no. Anything but that. Anypony but her.

Jubilee pulled the door closed behind her with her tail, filling the room with stillness. "Just you rest easy 'til I get back, sugar."

Diamond Tiara clutched the pillow to her face, her teeth clenching on the linen pillowcase to keep from screaming herself hoarse as a thousand mile stare glazed her eyes.

In a tenuous corner of her crumbling psyche, she found herself wishing that Cherry Jubilee had just gone ahead and poisoned her.

***

Mild sunlight streamed gently through the crystal glass windows of the Royal Guard infirmary, painting the warm blue walls with colors from the stained glass unit crests that adorned the center of each pane.

Sir Champion let out a huff, petulantly clutching a pillow in his pink frizzy forehooves as he sprawled across a hospital bed that was cloudlike in its softness and whiteness. "I still think I look ridiculous."

Silk Ribbon, the pouting guardspony's devoted wife and soon to be mother of his firstborn foal paused from meticulously preening his wings and let out a chuckle. "Well I think you look adorable."

She shifted a little to get closer to her husband and craned her neck to nuzzle the small of his back, eliciting a heady purr from the prostrate pegasus. "I can't wait to finally get you home so I can just snuggle you all day long."

The petite pegasus mare let out a little squeak as she flinched, a look of surprise flitting across her face that shifted to a fond smile as she looked back at her rounded sides. "Oh, the baby just kicked! She wants to hug her daddy too!"

She turned her attention back to grooming the feathers on his wings. "You'll look just perfect in the playroom with all the other dollies."

A half heartedly cross expression settled on Champion's features. "You're making fun of me..." He only received a musical giggle in reply as she gently ran her teeth along another of his pinions,

The pegasus couple looked up curiously as a stallion's head poked in through the curtains. He was completely bald, save for a faint down of white stubble just beginning to manifest on his smooth pinkish skin. A flush of red appeared on his cheeks as he coughed and gave husband and wife an apologetic smile. "Hey Champ, Silky. Sorry to intrude, but Pal and me brought you a visitor."

Champion cocked his head at his comrade. "Oh yeah? Who might that be, Parry?"

A smile spread across the shaven pegasus' face as he gripped the curtain in his teeth and pulled it open. Two pegasi in wheelchairs were revealed as the drapery was drawn aside, one shrouded in bandages with all six limbs in casts or splints, the other sitting awkwardly straight in his hospital gown, an ashen grey color tinging his pale coat.

The bandage swaddled stallion drew himself up and waved his forelegs in the air, making a muffled shout through the gauze binding his muzzle. "Murrprze!"

Champion's jaw dropped. "Ch... Charger..."

Paragon smiled as he walked around behind Paladin's wheelchair and reared up to lean on the handles, his featherless wings flexing over a thick blue flannel robe. "The De-petrify spell still has a couple days to run its course, but as soon as his mouth started working he asked to see you."

A grin slowly spread across the reanimated pony's face with a faint crackling sound, and he lurched out of the wheelchair, his hooves hitting the carpeted floor with a clunk. He made his stiff legged way over to his stunned comrade's bed, rearing up to take the fluffy pink stallion in a hug. "They... told... me... all... a... bout... what... you... did... Want... ed... to... thank... you... bud... dy... You're... my... he... ro... It's... an... hon... or... to... call... you... my... com... rade… and… my… best… friend…"

A sob rose from Champion's throat as he hugged his wingpony back, tears squeezing from the corners of his eyes and slicking the pink fluff down as they streamed across his cheeks. "S-shut up, Charger."

Part 36 - Left In The Dust

Twilight Sparkle peered intently through the telescope mounted on the Friend Ship's forward platform, the hot wind of the San Palomino desert fluttering her mane and heralding the wall of billowing sand that churned on the horizon in a dun colored haze. She grasped the spyglass in both hooves and angled it upward, tracking the progress of a bright flare that launched in the distance, its radiant pink star burst reforming into a diamond, then an apple, then settling into a white triangle pointed downward.

The lavender unicorn turned to the adolescent dragon who loomed at her side with a map of Equestria and a quill in his dextrous claws. "There's the landing signal."

She turned and caught up her astrolabe out of its case, raising it to her eye and taking a sighting on the floating firework in the far distance. "By my calculations, they're making camp three degrees north north west of point zero fower seven apple cupcake niner fife butterfly donut."

Twilight set aside the astrolabe and looked over the map as Spike made an X on a point several miles beyond the Palomino Grande river. She cocked an eyebrow at him as a rumbling sounded from behind the leathery plates girding his stomach. "Spike, you can't possibly be hungry so soon after you polished off that whole bag of turquoise."

The young dragon looked down at his guardian with a defensive look on his face. "I'm not! Not really. I mean even though it sounds like you're reading a menu I..." He cut off suddenly as a huge gout of bright pink flame erupted from his jaws.

As he and Twilight stared in shock, the lurid fire spiraled in upon itself and popped into a fluttering sheet of paper. Spike lashed out with a claw and caught it before the wind could whisk it away.

They turned with a start as Apple Bloom's voice sounded behind them, and saw her standing in the hatchway to the balloon's cabin with her amber eyes wide in astonishment. "Criminitly! I ain't never seen that color o' fire comin' outta ya before, Spike!"

The young dragon barely flicked an aural spine in response as he studied the paper he'd just coughed up. "It... it's gotta be from Quilly. There's her clan mark there, but I can't... I can't make sense out of it."

Twilight bit her lip and laid a hoof on his knee. "Um... Can I see it, Spike?"

Her expression became serious as she studied the page, which to her practiced eye had clearly been torn out of a book that had been made with a very old fashioned binding method. "It's in Classical Draconic, with... with little hearts for the accent strikes."

She furrowed her brow and started to translate the short note, marveling at how a script she'd seen carved by diamond hard claws into the sides of volcanos could be rendered in such a girlish fashion. "Dearest Spike, I pray to She In Whose Hoard The World Is But A Jewel that this reaches you. I have been abandoned by my unfaithful companions and am at my wit's end. I am at the side of the large river crossing this desert, at the foot of a white peaked mountain to the southwest. I have nopony to turn to except you, please help!"

The young dragon's wings flared urgently and carried him aloft. "Holy guacamole! Quilly's in trouble! I gotta go help her!"

He screeched to a midair halt as the lavender mare's voice rang out sharply. "Spike! Stop right there!" She reared up and hooked her fore hooves over the railing, meeting his puzzled, green eyed gaze. "We need to reach Soarin and Pip's camp site before that storm overtakes them."

The purple scaled dragonet turned to his guardian with a pleading look on his face. "But... but Twilight, you said we'd be the first to stop and help if she ever got in trouble."

She lashed her tail. "And you said you'd never abandon m... I mean us. Abandon us."

Apple Bloom chimed in. "Ain't abandonin' anypony if'n we all go, Twilight."

She took a step back as the unicorn mare rounded on her with a scowl, but cleared her throat and met her employer's angry glare with a level gaze. "Like I said, practical problems..."

Twilight huffed and averted her eyes. "Can... can we table this discussion until later? We don't have a lot of time."

She took a glance at Spike, who hovered there wringing his claws and kept looking with urgent longing toward the snow capped mountain in the far distance. Her ears laid back in defeat as she let out a sigh. "We're going to have to hurry if we're going to see what we can do for Quillina and still make it to Pip and Soarin's location."

Spike gave her an earnest smile as he caught the line she tossed him with her magic. "Thanks, Twilight."

He curled his tail up in front of him, deftly tying the rope off around the spade like flaring at the tip, and then wheeled and lit out toward the point in the distance where the dull blue of the Palomino Grande river wound past the roots of the snow peaked sandstone mountain that sat in the heart of the San Palomino desert.

Twilight braced her hooves as the Friend Ship's gondola jerked sideways from the line going tight, and rounded on Apple Bloom. "Well? Since you're being so helpful, why don't you get in there and adjust our course for this little side trip?"

The red headed handymare's wore a deadpan expression as she turned to make her way into the cabin. "Will do, Doc..."

She paused in the hatchway, cocking an eyebrow over her shoulder at the lavender unicorn. "Y'know, I'm kinda wonderin' if'n I ain't th' only gal on this balloon's got problems with holdin' on too tight t' somethin'. Or somepony. Just sayin'."

With that she headed inside to take the helm. Twilight's slumped to her haunches with a sigh, her ears drooping and her eyes glistening with moisture. She turned with a wistful gaze and watched the dragon she'd helped raise from a tiny, wingless, wide eyed infant, now a powerful creature of the air, cutting through the sky like the tip of a spear with mighty beats of his leathery wings.

***

Professor Destiny wriggled out from under the weight of his flying harness, struggling to his hooves as the airborne sand carried on powerful, whirling winds lashed at his scrawny frame. The featureless billows of dust and grit surrounded the hapless unicorn, and rendered him unable to see more than two hooves in front of his face. The only sounds to reach his ears was the howling of the storm and his own frantic voice. "FLIM! FLIIIIM! WHERE IN BLAZES ARE YOU!? FLIIIIM!"

The fine dust nearly clogging his gasmask wasn't the only thing making his breathing labored. Panic was taking hold of him, sharp like icicles and burning like poorly contained phlogiston.

He'd lost his brother. He'd really lost him. What if he was... was gone? Gone forever? A pony could snap his neck in a crash and be buried without a trace in a sandstorm like this, never to be seen again. The thought chilled his heart, making it feel like an eggshell ready to shatter into pieces inside his heaving chest.

His voice cracked a bit as he called into the vortex around him, the lenses of his goggles beginning to fog up from the moisture that was creeping out from underneath. "FLIM! FOR HEAVEN'S SAKE, ANSWER ME! PLEASE! FLIIIIIM!"

His legs sagged beneath him and he sat down heavily on his rump, his shoulders beginning to shake as he bowed his head. "P-please. I just got you back. Please..."

***

The Palomino Grande river roared past, indifferent to the plight of the slender golden dragoness who slouched on its dusty banks, sobbing into a discarded flight suit, her tears staining both the hot pink, rhinestone studded outfit and her wind burnished cheeks with streaks of mascara. Several more of the garish garments lay scattered about her in the sand where they'd been tossed aside, now her only companionship in the vast, unfamiliar wilderness.

A hopeful gasp caught in her long, slender throat as a voice called out to her on the wind. "Quillina!"

She turned, clutching the empty flight suit to her ridged breast, her amethyst eyes lighting up as she saw rescue approach on green, membranous wings with a purple balloon in tow. She tossed the rhinestone festooned coveralls aside and bounded skyward with a beat of her own pink wings. "Spike!"

They met in midair, with the larger dragoness crushing the younger drake to her chest wings and all, their necks intwining as expressions of joy and relief washed across both their faces. They hovered, buoyed in the air by Quillina's steady wingbeats, as she softly wept while Spike comforted her.

Twilight signaled Apple Bloom to reverse turbines and bring the Friend Ship to a stop. She leaned on the railing and watched the two young dragons' happy reunion with a look of deep contemplation on her face, belied by her drooping ears and a gleam of moisture at the corners of her eyes.

***

A short time later, they sheltered from the harsh desert sun in the shade cast by Harmony Aeronautics' balloon as Quillina held Spike's claw in her own and spoke to the adolescent drake and the two pony mares in her dulcet voice, regaling them with the story of her abandonment. "I declare, I simply didn't know what to do."

She gave a nod toward the wall of dusty clouds moving toward them over the horizon. "They took one look at that storm brewin' yonder and quit right then and there. I pleaded with them, but they said that no amount of gold and jewels would convince them to stay."

The dainty dragoness let out a puff of white smoke with a tiny sniffle as she wiped the corner of her eye. "And they said they'd always hated their uniforms too. Mister Airfoil called them tacky! Oh, it was simply dreadful."

Spike let out a growl, his brow darkening as he scanned the horizon. "Well, if I ever catch those creeps you can bet I'll add some injury to that insult."

Twilight pawed at the ground, taken a bit aback by her assistant's vehemence. "Well, I don't know about that, Spike. Two wrongs don't make a right, you know. What we should do is report them to the authorities."

The young dragon snorted and rolled his eyes. "For what? I'd bet diamonds to donuts a judge would let 'em off 'cos Quilly here is a 'big scary' dragon and they're just ponies."

His guardian gave a toss of her pink and purple streaked mane. "Dragon or not, Quillina is a guest in our land, and it was wrong of them to just abandon her out here. She's well within her rights as a visiting foreigner to petition for redress in civil court for breach of contract."

Quillina sniffed disdainfully and flicked her tail into a delicate curl. "Well, I'm not going to spare those scoundrels any more thought."

She gave them a coquettish smile. "Especially when there are much nicer ponies to speak about. I'm just evah so grateful that y'all got my note."

The lavender unicorn cocked her head inquisitively at the change of subject. "Who taught you how to flame cast anyway, your grandfather?"

The golden dragoness shook her head. "Oh no. Grand Daddy refused to teach me the trick of it. He said if any of his vassals, client drakes, or distant relations found out I could do it I'd be coughing up correspondence all day and night like a li'l ol' volcano."

She smiled fondly at Spike and gave his clawed hand a squeeze. "Spikey here told me a bit about what Princess Celestia taught him. I just thought about him as hard as I could and flamed the note."

With that, she turned and arched her neck to give the young drake a quick peck on the cheek, which caused his slitted green eyes to bug out as a blush blossomed on his dumbstruck face.

Twilight smiled in spite of herself, and let out a sigh as she gazed at the western horizon. "All right. As charming as all of this is, we should be getting a move on to the rendezvous point with Pip and Soarin."

She turned to meet the dragon heiress' amethyst colored eyes. "You're welcome to fly along with us until we reach Los Pegasus, Miss Delve Ender."

The draconic heiress reared up, clutching her claws to her breast "Oh, Doctor Sparkle, I'd be evah so grateful!"

Twilight gave her a terse nod. "Not a problem. And from there I'm sure you'll be able to arrange transportation back to your homeland and hoard."

Quillina let out a gasp and drew herself up, laying her claw tips against her cheeks as a look of realization dawned on her tapered face. "Oh... Oh dear. It simply didn't occur to me until now, but I guess I'm out of the race, aren't I? I'm disqualified if I go on alone."

A tiny sob sounded from her throat, as her eyes became large and liquid. "Oh dear. And I so wanted to see Canterlot. And… And Cloudsdale. Oh..."

Spike snatched up one of the discarded flight suits to hand to her as a clawkerchief as fresh tears began to pool at the corners of her eyes and flow down her burnished golden cheeks. Apple Bloom edged over to Twilight's side and murmured out of the side of her mouth. "I don't get it. How come she can't just visit them places anyhow?"

Twilight turned to her with a wan expression. "Both cities, especially Canterlot, forbid dragons from entry since ancient times. I know it doesn't seem fair when you look at Quillina, but you have to remember that back in the old days the only reason dragons would venture into pony settlements was on raids."

The red headed handymare cocked an eyebrow. "But Spike lives in Canterlot."

The unicorn scholar gave a small shake of her head. "He was born in Canterlot, he's a naturalized citizen, plus he's a ward of the crown."

She gave a sad look to Quillina as she dabbed her tears with the hot pink jumpsuit. "That's one loophole, another was being a legitimate competitor in the Pegathalon."

Twilight's face fell as she looked at Spike, and saw a thoughtful expression furrowing his brow. The precise wheels in her head turned inexorably toward the conclusion that she had no doubt her precious draconic assistant was coming to. Her ears laid back, as she inwardly cringed, chastising herself for never being able to just shut up before her logorrhea hit the fan.

She fought back a wince as he opened his mouth to speak. "Why don't I go with you, Quilly? I could be your partner for the race."

Quillina reared up, an expression of pure joy lighting up her golden features. "Oh Spikey, you'd do that for li'l ol' me?"

She swept him up into a hug of such intensity that she squeezed a gout of green flames out of his nostrils. "Oh you wonderful hunk o' burnin' love!"

Both young dragons stiffened as Twilight drew herself up and stomped a hoof. "Now wait a minute! As your guardian, Spike, I think I have something to say about that!"

The adolescent drake disengaged from Quillina's sinuous embrace and turned to face the lavender unicorn who stood staring at him with glaring eyes and a hiked tail. He dropped to all fours and met her gaze, reaching out a hand to her. "So... what do you say, Twilight?"

She let out a long, weary sigh, her tail drooping as she laid her hoof in his palm, averting her gaze. "I... I guess all I can say is... is..."

She took a deep breath and let it out slowly. "Yes."

Her next breath was almost forced out of her as he took her into a hug. With shaking hooves, she returned his embrace, gently stroking his smooth, steel hard scales as he whispered in her ear. "Thanks, sis. It'll be okay. I'll be fine, and both Quilly and me will keep an eye out for any trouble on the way. Don't worry."

Twilight whispered back, more to keep herself from sobbing out loud than to keep their conversation private. "I'm not worried. You're a big strong dragon. Go... g-go and make me p-proud."

***

Soon, the Friend Ship and its two dragon escorts had taken to the air, leaving the Palomino Grande river behind as they soared over the sandy expanses of the desert, heading toward the ominous vanguard of the dust storm in the distance and the fading outline of the location flare that Soarin and Pip had sent up from their camp.

Twilight let out the latest in a series of progressively more mournful sighs as she leaned against the hatchway and stared at Spike and Quillina flying in close formation, the relentless sun gleaming off of the fanlike membranes of gold and purple wings.

She stirred as Apple Bloom's gentle voice came from inside the cabin behind her. "Y'know, I fixed up th' hornophone from when y'all used it t' find Pip. Maybe ya oughta give Rarity a jingle, let her know what all's goin' on, maybe talk a few things over. As th' crow n' dragon flies, I reckon we got a little time 'fore we hit that ol' sandstorm and you'll have t' put up yer shield spell."

Twilight turned, managing to give the young mare a fond smile. "Thanks, Apple Bloom. That sounds... practical."

The red headed earth pony gave her a wink and a nod as she grasped the lever for the autopilot in her teeth, engaging it with a twist of her head. She sauntered past Twilight. "I reckon I'll set out here n' keep an eye on th' weather for a while."

The lavender unicorn stepped into the cabin and levitated the re-wired cone from its cradle on the side of the boxlike apparatus.

***

Parallel streaks of golden sunlight streaming between the louvres of the blinds drew lines in the cool shade that enveloped a luxurious feather bed recently vacated. Rarity lounged across the room on a pile of freshly laundered pillows in her imported silk kimono with curlers in her mane and tail and the gilded cone of her stateroom's 'phone hanging from the tip of her horn.

She smiled through the layer of green imported mud caked onto her face, her irritation at being awakened from a prolonged session of emergency beauty sleep evaporating with a silvery chuckle. The light that pulsed inside the gilded cone of her stateroom's 'phone changed from a bright purple to a soft blue as she replied to her friend and partner on the other end. "Oh darling, I know you're upset, but that's simply the most precious thing I've ever heard of. I'm ever so happy for him. For both of them, in fact. From what I've seen and heard she's quite the charming, well brought up young lady. Quite fitting for such a well brought up young dragon."

The alabaster mare's voice took on a sympathetic tone. "Oh no... No. I understand how you must feel. I do."

She let out a small sigh. "Well, darling, it's sort of like this. There's always a time in the process of creating a new design when I'm so taken with it that I just want to keep it all to myself. Just lock it away in my wardrobe instead of giving it to the client, but I know that's not what it was meant for. My creations are meant to go out and shine for all to see, to make their lucky recipient and the world in general that much more fabulous. Do you understand? Do you 'catch my drift' as our royal patroness would say?"

Rarity rolled her eyes. "I know it's not exactly the same darling."

Her expression became serious, a hint of a fond smile at the edges of her mouth. "My point is this: be it something as ephemeral as a dress or as significant as family, your attachment should never be a tether. In the time you've spent together, as near to being brother and sister as a pony and a dragon could be, you've each given one another a piece of your heart. He'll carry that piece with him forever, but you need to accept that he may carry it over the hills and far away someday."

The alabaster unicorn let out a wry chuckle. "And this time you won't be able to follow him in a flawlessly executed dragon costume."

She hugged one of the pillows to herself, as close as she could approximate hugging her distant friend, as she pressed on. "Spike loves you, Twilight. He'll always love you and he'll always remember you, probably longer than anypony except the princesses could conceive of, as a big sister, as a friend, as a mentor, but he should never be made to think of you as his keeper."

Rarity's dulcet voice cracked slightly as she cooed to herself with the pale blue from the cone flickering across her pale forehead. "Shhh. I know, darling. It's all right. I'm here for you. You see? We're miles apart right now, but I can still send you all of my love. And just think of when we get the Harmony Harness off the ground, as it were. You'll be able to see Spikey Wikey and his dear young lady anytime you want, wherever they might end up. Every ending has a beginning close on its heels."

Her face became pensive as the response pulsed through the ether, bathing her horn in purple light. "Oh... Well yes, you probably should see to that, darling. Do take care, and know you're in my thoughts and prayers as you sail boldly into the storm. Kiss kiss, darling. Send along my love to everypony, and give Spikey Wikey and Miss Quillina an extra big hug for me. Kiss... er... all right, good bye and good luck!"

She flopped onto her side as she floated the gilded cone to its cradle and hung it up. After a few moments of shifting, rolling over, and fighting to keep her eyes shut, they snapped open and stared into the darkened stateroom. "Oh rhinestones, I might as well admit I won't be getting back to sleep after all that."

Rarity climbed to her hooves, chirping brightly to herself. "Ah well, I suppose I'll just have to put on a brave face, get dressed, and go hobnob with the elite of Equestria for a while."

***

Apple Bloom turned with a searching look in her eyes as the hatch opened and Twilight stepped out, rubbing a hoof across her snout with a sniffle. She gave the elder mare a nod. "So ya have a good talk with Rarity, Twilight?"

The lavender unicorn cleared her throat and gave her chief engineer a nod. "Yeah. She gave me a lot to think about."

The young mare let out a chuckle. "That's our Rarity. Always a giver."

Twilight turned her attention to the approaching wall of roiling dust, now only a half mile away. "Well, right now we've got other things to worry about."

She flicked her horn toward the cabin. "Go and keep an eye on the controls. I'm gonna call our two lovebirds in."

With a brisk salute and a wink, the Apple Bloom hopped to, trotting back to the wheel as Twilight stepped up to the bullhorn and activated it with the touch of a hoof. "Spike! Quillina! Return to the Friend Ship, please!"

She gave a nod of satisfaction as the adolescent dragon and dragoness wheeled and doubled back on their flight path, soaring up to the balloon and bringing themselves to a hovering stop with expectant looks on their faces.

Twilight's tone was brisk and businesslike as she gave them directions. "I'm going to be casting the Shield spell on us in a few moments, but it's got a limited area of effect, so you'll need to be aboard as best as you can manage. Miss Delve Ender, I'm afraid you're a bit large, so you'll need to decide whether you want to cling to the webbing on the bag or be lashed beneath the gondola."

The golden scaled heiress thought for a moment, then nodded toward the crisscrossed ropes wrapping the purple balloon above them. "I think I'll go up top. It seems like it'd be more comfortable."

Twilight nodded. "That's what I'd choose, if I were you. Just do be careful not to puncture the envelope with your claws."

She turned her attention to her number one assistant. "Spike, we'll need you in the cabin to give us some extra flame to account for the added load."

She caught herself and gave Quillina an apologetic smile. "No offense intended, Miss Delve Ender."

The young dragoness gave a silvery laugh. "None taken, Doctor Sparkle. After so many years of being a li'l ol' knicknack on my Grand Daddy's shelf, it's nice to get treated like a big girl for a change."

With that she flew up and carefully settled on the crest of the balloon, causing it to dip a little in its flight path. Spike gave her one more lingering look and clambered over the rail, folding his wings and slipping in through the hatch into the cabin. He reared up and grasped a lever attached to a flue in the ceiling, opening it and loosing a gout of green flame into the envelope.

The wind picked up outside as Twilight felt the balloon begin to gain altitude. With a look of intense concentration on her face, she sparked her horn to life. A glimmer of purple flared on the tip, and then expanded into a shimmering violet globe that encompassed the entire craft as well as the young dragoness perched atop it, giving her enough room to move her wings a bit. She smiled down at the lavender unicorn and gave a breezy thumbs up, before directing her earnest gaze at the maelstrom of dust that loomed ahead of them.

The roiling tan clouds closed around the shimmering bubble of force, engulfing it in the howling void as they sailed onward.

***

Eddies of airborne sand swirled around Soarin as he stood patiently on Flies Like Thunder's shaggy, humped back, watching to the east for any sign of their pursuit crew. The buffalo shaman kneeled with his huge wings arced forward into a dome beneath a large hoof woven blanket, forming an impromptu shelter for Pip, Long Range, and himself, or at least his forelegs and head.

The young earth pony sat raptly listening, as the red painted bull and his faithful pegasus companion spun tales of their adventures on the frontier to the soft light of a firefly lantern. As they talked, they munched on apples and cactus jerky, and passed the canteen between them.

Presently, Pip politely excused himself, wrapped his scarf tightly around his snout, and slipped under the edge of the shelter and out into the whirling dust. He had to shout to be heard over the tumult of the sandstorm. "Any sign of them, mate!?"

Soarin started and looked down at his wingpony's heavily swaddled visage. "Not yet! How's everybody holding up down there!?"

Pip gave him a jaunty wave. "Steady as she goes! Would you like one of us to spell you for a while!?" He gave a wry shrug. "Well, Mister Like Thunder excepted, of course!"

The pegasus stallion used his wings to brush away the accumulated dust that had covered his sky blue coat in a layer of tan grit. "Yeah! I think I could use a little something to..."

He trailed off as he cast a glance at the sky, then craned his neck as he squinted through his goggles. "Hold it! I think I see 'em!"

He jabbed a hoof toward a smudge of shimmering purple that resolved itself into a sphere surrounding the dark shape of a hot air balloon like a gigantic soap bubble.

Soarin leapt down from the buffalo's back, landing lightly with a flap of his wings, and turned to Pip with a flick of his tail. "Get a flare, one with a white star on it, quick!"

With a nod the young pony dove under the trailing edge of the blanket, and came out a moment later with a cardboard wrapped cylinder puckering the folds of his scarf around the outlines of his mouth. Soarin took it in hoof and drew in a deep breath, drawing aside his own masking scarf to bite down on the ignition string and give it a yank. He spat out a mouthful of intruding dust as the flare hissed, sputtered, and then burst to life, sending a large white fountain of sparks into the air as he held it away from him between the tips of his forehooves.

Long Range came out from under his partner's sheltering wings with a bandanna over his snout, joining the other two ponies as they watched the shining purple sphere drift down toward them. A tingling wave passed through the massive bull and trio of stallions as the barrier spell surrounded them and let them pass through, and suddenly the howling wind and clouds of swirling sand had gone still, pushed back beyond the walls of glimmering magic and leaving a refreshing stillness and clear, slightly stuffy air all around them.

Flies Like Thunder got to his hooves and shook the dust covered blanket off, a smile spreading on his shaggy face as he took a deep breath and folded his wings. He stepped up beside the other racers, cracking his neck with a sigh of relief. "I will never disregard the center post of a teepee ever again."

Apple Bloom joined Twilight at the railing of the Friend Ship, blowing Pip a kiss before giving the others a wave. "Howdy, y'all!"

The two mares stepped aside as Spike came out of the hatch and flew up to the crest of the balloon, taking Quillina's claw in his and helping her down.

Twilight looked over the group of friends sheltering from the storm in her shimmering magic dome and gave them a smile. "Well, it looks like we've got a lot of company! I hope you all will accept a competitor's hospitality, courtesy of Harmony Aeronautics and Princess Luna!"

A cheer went up from the assembly of ponies, dragons, and buffalo, and soon picnic blankets were spread, the Friend Ship's pantry was turned open, its tiny galley put to work heating up a pot of tomato soup with grilled cheese sandwiches fresh from the frying pan, and a rollicking game of scrabble was initiated as the winds howled in vain outside.

***

Row upon row of broad white wings and burnished golden armor glittered beneath the watchful sun as the royal guards soared above the San Palomino desert in search of their quarry, approaching the dust storm as it crossed the Palomino Grande river in the opposite direction.

At the leading point of their winding formation, Sir Concord narrowed his sea blue eyes at the wall of boiling sand that stretched across the horizon in front of his battalion. "Hmmm. A sandstorm, eh? Not if we have anything to say about it."

He bellowed out instructions to his lieutenants, never taking his eyes off of the howling maelstrom of dust. "Storm suppression on my mark, lads! Rake formation! Go!"

With brisk efficiency, the airborne column fanned out into squads of pegasi, who spun up whirling cones of tunneling wind in a long row of parallel sideclones that plunged into the mass of dust clouds like the teeth of a gigantic comb.

The dust devils circling within the storms' churning core chattered in dismay as it broke apart, scarcely tasting one another's disappointment as they scattered before the determined onslaught of Equestria's implacable air cavalry, overwhelmed by the sheer confidence and strength of will brought to bear by the princess' brave knights of the sky.

The force of pegasi roared across the heavens, making short work of the dust clouds and leaving clear skies and the bright sun of their co-ruler and eternal mistress triumphant in their wake.

Part 37 - Escape Velocity

As the storm died away and the skies cleared overhead, a sad little mound of sand shuddered and stirred. With a pop, Professor Destiny's gas masked head and scrawny neck sprouted from the ground and warily scanned his surroundings. There was nothing around him but windswept dunes and emptiness.

His shaky voice sounded in the stillness, muffled by the dust choked filter canister hanging from his snout. "Oh brother, where are you?"

A hazy winged shadow glided across the ground, prompting him to look up with hope dawning in his bloodshot eyes behind sand scoured goggles. His ears levered back in dumfounded horror as precise v formations of white winged, bronze armored pegasi flew overhead. He shook off the rest of the sand, climbing unsteadily to his feet.

His horn sparked to life with sickly green magic and caused the buckles on his helmet to break as he tore it off, his jaw dropping as the gleaming battalion darkened the skies. "E-egads! It's the Air Cavalry! Wh-what are they doing here?"

As if in answer, four of them detached from one of the crisscrossing formations and wheeled down toward him. All the self proclaimed Professor could do was stand and watch while they approached, his mind far too fragmented by exhaustion and worry for his brother's fate to obey the frantic urgings of his confidence pony's instincts to flee at the approach of such a large concentration of law enforcement.

The burly pegasi landed with emphatic thuds at the four points of the compass, completely surrounding the scrawny yellow stallion with looks of grim determination on their faces, their wings flared to prevent him from bolting between them. The guard in front of him, whose chest plate was adorned with sergeant's stripes, cleared his throat and looked him in the eye. "Flam Flim Flam, a.k.a. Professor Destiny. You are hereby placed under arrest by order of her highness Princess Celestia of the Sun for crimes against your fellow ponies and assorted peaceful visitors to our land."

His beetled brow furrowed dangerously. "Now are you going to come quietly, or are we going to have to work you over like you worked over Sir Paladin, Sir Paragon, Sir Champion, and Sir Charger?"

Destiny could only boggle at him. "Wh-who?"

The sergeant drew in a sharp breath through his nostrils as he reared back with his eyes flared. He gave a nod to his subordinates, who piled onto the hapless unicorn as a mushroom shaped cloud rose up from a scrum so violent that a hoofball referee would have thrown a flag for unnecessary roughness.

***

Twilight's shield spell shimmered like a vast, violet pearl on the sands of an endless beach as the sun streamed through the attenuated dust clouds, which were chased away with authority by the battalion of pegasi moving to and fro across the sky in a disciplined search pattern. As the last tattered shreds of the storm dissolved, so too did the magical barrier, vanishing into the hot desert air like a popped soap bubble.

The Harmony Aeronautics crew and their guests gathered in the shade of the Friend Ship as a delegation of guards touched down and approached. The chiseled stallion at their lead removed his golden helmet and gave them a formal bow as the desert wind rustled through his close cropped, iron grey mane. "Good afternoon, everypony. I trust you weren't terribly inconvenienced by the storm."

Twilight stepped forward with a smile, allowing him to shake her hoof. "Well, thanks to your troops it should be clear sailing on through to Los Pegasus. You have our gratitude, Sir Concord."

She cocked a quizzical eyebrow. "But I assume you all didn't come all this way just to clear away a storm. What brings the Air Cavalry out in such force, if I may ask?"

The imposing stallion smiled warmly down at her as he replied. "Of course you may ask, Doctor Sparkle. You're a national hero several times over and one of the princesses' confidants." He gave her a wink. "Not to mention my commanding officer's little sister."

He scanned the horizon as a more serious look settled on his face. "We're here on her highness Princess Celestia's orders to arrest your competitors, the Flim Flam brothers, for their various and sundry crimes. We've managed to bag one of them already, and my colts are searching for the other as we speak."

Concord drew himself up as a thought struck him, turning his attention toward the young dragon and dragonette looming toward the back of the assembled ponies. "And on the subject of communication... Say, Spike, would you mind terribly passing along a letter to her highness on my behalf? If we could get a progress report to Canterlot, it'd spare us having to send a courier."

Spike gave a shrug, barely hiding a note of smugness as Quillina's eyes lit up at the thought of sending a message to Equestria's co-ruler. "Sure thing, Sir, I'd be glad to. In fact, I got some news to send her myself..."

He flared his wings a little, puffing himself up a bit as he gave the golden dragoness a sidelong grin. "I'm gonna be joining in on the Pegathalon as wing dragon for Quillina here."

At this, Sir Concord cocked an eyebrow, looking him over dubiously. "Huh. Well, as long as you steer clear of any buildings over three stories tall I suppose you'll do all right."

He let loose a chuckle as the young dragon's face clouded over in an annoyed pout. "I'm just joshin' ya, Spike. Just keep your wings level and pay attention to where you're going and you should do just fine."

He gave his former pupil a wink. "Try not to get too distracted by your lovely young lady there." A faint blush appeared on both dragons' scaly cheeks, and they fidgeted and gave one another a sidelong glance. Twilight bit back a sigh as a wistful expression settled on her face.

Before Spike could reply, everypony turned their gaze skyward at the sound of a pegasus guard circling overhead. "Sir Concord! We found the other one!"

The splendid white pegasus nodded to his subordinate. "Good work. I'll be there shortly."

He gave Twilight and company a nod. "All right, lets make this quick, I'm sure we all would like to be on our way."

***

With a rough shove of bronze shod hooves, a battered and bruised Professor Destiny tumbled through the black rectangle formed by the hatch at the back of a royal guard prisoner transport wagon, banging his chin on the metal plated floor beyond. He pushed himself upright and wheeled, his leg irons rattling and clanking as he scrabbled at the tiny barred window in the armor plated door after it slammed shut in his face. "No! You have to find my brother! He's still out there somewhere!"

He gave a start and leapt a couple hooves into the air, his ragged mane and tail standing on end as a weary, bitter voice sounded from deeper in the stifling metal box. "Getting a jump on turning crown's evidence are we, Professor?"

The mustachioed stallion spun on his hooves and stared, his bloodshot eyes acclimating to the dim light enough to reveal the scrawny figure of a disheveled, dirt stained unicorn huddled in the corner on the steel bench, similarly decked out in manacles and a magic suppressing safety cork on his horn. Destiny took a halting step forward. "F-flim? Is that... is that you?"

The scrawny prisoner flicked an ear in irritation as an arch expression settled on his face. "No. It's Doctor Insanity. You invented this game, brother, I expect you to play by the... Agh?!"

He was cut off as his sibling hurled himself across the confined space, threw his manacled forelegs over the ersatz doctor's head and pulled him into a tight hug. He burst into tears, bawling in his startled brother's laid back ear. "Waahhh! Oh F-f-flim! I thought you were dead! I thought you'd been swallowed up by the d-desert and that it was all my fault!"

Insanity squirmed in his embrace, blinking and stammering at this sudden outpouring of emotion. "W-well, if... if I was going to assign blame for our current circumstances I..."

He trailed off with a sigh as his sibling started to rock him back and forth, weeping into his grime streaked coat. He leaned his head on Destiny's shoulder, his voice cracking slightly as he spoke over the mustachioed stallion's sobs. "I'm... I'm glad to see you too, brother."

The Professor squeezed him tighter. "Don't... don't ever leave me alone again, Flim..."

Doctor Insanity let out another weary sigh as he patted Destiny's back as best he could with his hooves chained together and cast a wan look about the steel plated walls of their confinement. "I... I don't think you'll have to worry about either of us going anywhere for quite some time, brother."

The wagon lurched forward and upward, nearly throwing them from the hard bench they sat on, as outside pegasi barked orders and got into formation for the return flight to Canterlot.

***

The departure of the Sky Cavalry battalion had left a wide open sky over the San Palomino, stretching to the horizon in anticipation of the Pegathalon competitors challenging the vast distance to Los Pegasus.

Flies Like Thunder and Long Range said their thanks and wished the other teams luck, then took wing having parted as friends, soaring easily over the desert thermals of their home territory.

Next, Pip mounted to the sky with practiced ease after the Luna Moth had received a thorough check over from Apple Bloom, along with several good luck kisses for its youthful pilot. Soarin polished off a final apple and launched into an exuberant barrel roll, rapidly catching up to his young teammate with a few powerful beats of his sky blue wings.

This left the two young dragons waiting patiently as Twilight fussed over Spike, telekinetically tightening the straps on his backpack and straightening the bright pink, rhinestone studded scarf that Apple Bloom had fashioned from one of Quillina's unfaithful crew's cast off flight suits. While the young mare freely admitted she wasn't half the seamstress Rarity was, she had done a solid job of it with the needle and thread they kept in Harmony Aeronautics' emergency repair kit.

The lavender unicorn was busy making sure the scarf's ends were perfectly even when the young dragon finally had his fill. "Okay, Twilight, I don't think an unevenly tied scarf's gonna cause any undue drag or anything."

He averted his eyes and muttered under his breath. "Although certain other things are being an undue drag right now..."

Spike looked down with surprise on his face as Twilight surged forward and threw her hooves around his scaly waist, crushing her tearful face against his leathery belly plates. "Oh Spi-hi-hi-hiiike! You grew up s-s-so fast!"

The adolescent drake blushed and stroked his guardian's mane. "Uh... Don't... Don't be sad, Twilight. I've still got a lot of growing to do." He hooked a gentle claw under her chin and raised her gaze to meet his. "I'm just stretching my wings a little."

Both he and Twilight turned to face Quillina as she stepped up beside Spike with a shy smile. The golden dragoness hunkered down and extended her own claw to the lavender mare. Twilight sniffled and gingerly laid her hoof in the draconic heiress' palm. She gave her a tentative nod. "Promise me you'll take good care of him, Miss Delve Ender."

Quillina responded with a fond smile and clasped the unicorn scholar's hoof. "I promise, Doctor Sparkle."

Her amethyst eyes sparkled as a thought struck her, and she arched her graceful neck back and fished something out from the crook of her wing, dropping it into Twilight's hoof. The scholarly mare's brow furrowed as she surveyed the apple sized sphere of roughly chisled granite, which seemed lighter than one would expect.

The dragoness nodded toward the object with a fond smile. "Since you're lendin' me something you clearly consider to be precious, it's good dragon manners if I leave you a li'l collateral. This here's a keepstone that my grand daddy gave me when I was just a li'l ol' hatchling. I used to keep my toys in it, but now I got somethin' much more valuable in there."

With deft claws, she twisted the stone, causing a seam to appear down its center. It split into two halves, revealing the blue crystalline interior of a geode that sparkled in the late afternoon sunlight. The glittering reflections expanded into a fountain of scintillating magic that poured and cascaded onto the ground nearby, and suddenly the ponies and dragons found themselves standing beside a huge pile of books and scrolls.

Twilight's eyes went wide as her jaw dropped wider, and she stood weaving on her hooves and staring at the literary bounty lying in the sand. She stumbled forward and began lifting tomes from the pile with her magic. "This... this is Aristrotle's 'Treatise on Laughter'! The last known copy was lost over three hundred years ago. And... and... here's Volume Eight of Starswirl's 'Bowls, Bells, and Spells'! I've only read about this one in fragments from Clover the Clever's 'Book of the New Dawn and Moonrise'! Ooh, there are books here I would have given my horn for a chance to just read the table of contents."

Quillina beamed with a bit of draconic pride, and pointed the two halves of the geode at the pile of ancient tomes, causing them to dissolve into a cloud of glittering magic that was drawn into the heart of the stone once more. She brought the two halves together and gave them a twist, and then placed the now seamless sphere of rough granite back in the cup of Twilight's hoof. "Well y'don't have to go and do that, Doctor Sparkle. Just lend me Spike for a while, and you can keep this as long as you like."

The scholarly mare gave the young dragoness an earnest smile. "You know, I think you and I are going to get along famously, Miss Delve Ender."

The golden scaled heiress gave an airy wave of her claw. "Oh shucks, you can call me Quillina, ma'am."

The lavender unicorn reared up and stretched her forelegs wide across the young dragoness' belly plates in a hug. "And you can call me Twilight, dear. Best of luck to you. I just know we'll have a lot to talk about once you reach the finish line."

Spike threw out his chest and flared his wings. "Well, on that subject, we should get going."

He gave a courtly bow to Quillina and gestured skyward. "After you, milady!"

She gave a silvery chuckle and a final wave to Twilight and Apple Bloom, then took to the air, followed closely by her new wing dragon. Twilight and Apple Bloom stood and marveled as they soared magnificently toward the western horizon.

With a nod to one another, they wheeled and galloped back to the Friend Ship to prepare for castoff.

***

The splendid column of armored pegasi wound through the clear desert sky in a north northeasterly direction, heading back to Canterlot with the heavily armored sky wagon in their midst, pulled by a team of eight brawny pegasi who strained mightily against their harnesses.

Sir Concord veered northward as the sandy ground far below began to show hints of stubbly grass and scrub bushes, wisely choosing to lead his battalion along the western edge of Ghastly Gorge and eventually skirt the Everfree Forest around its perimeter until they reached Ponyville, then head northeast toward Canterlot.

As the Air Cavalry streamed past the point where the gorge emptied into the headwaters of the Palomino Grande, a globular dark shape emblazoned with a skull and crossbones flanked by bats rose skyward from among the concealing cliffs. It came to a stop a hundred hooves over the gorge, and the bright sun glinted off the lens of a battered brass telescope that extended from one of the side portholes in the ramshackle gondola that hung from beneath the suspicious aircraft.

Several guards winging along at the flanks of the column slowed as their comrades continued past, warily scrutinizing the sinister black ship from a distance. With a nod to his lieutenant, a sergeant and his squad detached to neutralize it and capture whatever ponies might be crewing it.

As the squadron of royal guards approached, a hatch dropped open on the bottom of the gondola, and an apparatus of brass and iron with a rotating, chain driven bundle of thick walled brass pipes lowered into place with an ominous click. With a rattle the cylinders started to spin, faster and faster until they were a blur, before they filled the air with an insistent FOOP FOOP FOOP FOOP FOOP sound and a stream of oblong projectiles that burst in the air around the oncoming pegasi, enveloping them in puffs of reddish pink powder.

Almost immediately the vanguard of snowy winged pegasi began to sneeze so violently it sent them tumbling through the air, rebounding off of one another and plummeting out of control into the gorge below in a rain of loose feathers, dropped spears, and lost helmets and horseshoes.

The column ground to a midair halt, the armored pegasi staring in horror at their comrades' distress while a few broke loose from formation to catch them. The black airship came about, its turbines spinning up to full speed as black smoke and an eerie green glow poured from the engine compartment. With a relentless cadence of FOOP FOOP FOOP FOOP FOOP the apparatus on its belly spun in a 180º arc, laying down a covering barrage of sneezing powder grenades into the battalion as it charged the wagon at its center. Another hatch popped open, and a length of chain with a large grappling hook hanging from it unwound from inside with a cacophonous clatter.

At the head of the column Sir Concord wheeled in midair, pumping his wings to gain altitude and jabbing a fore hoof at the airship while he raised his spear with the other. "It's going for the prisoners! Bravo squad! Form up for rapid strike! Pop that balloon!"

With that he and a swift squad of pegasi launched on an intercepting course, leveling their spears to strike at the airship's black gas envelope and bellowing a fearsome battle cry.

As they screamed toward their target, one of the portholes on the gondola's starboard side popped open and another brass tube protruded, firing off a canister with an unassuming THOOP. It tumbled through the air and exploded in a cloud of lurid blue powder. Sir Concord and his attack wing reared and backpedaled in vain as they sailed through the dissipating azure dust, their eyes wide and looks of dismay etched on their faces as they coughed and sputtered.

Suddenly, the snowy white battalion commander turned a livid purple, and expanded into an oblong spheroid as the golden plates of his armor flew in every direction. His now relatively tiny wings fluttered uselessly as he dropped toward boiling whitewater at the bottom of the gorge below, flailing his stubby limbs in screaming panic. More bronze armor clattered empty from the sky as another pegasus became a billowy, pony shaped mass of fluffy clouds and floated upward, while a third was unceremoniously transformed into a goose.

The airship sailed past, unheeding as the only charging pegasus from Bravo squad to reach the aircraft experienced a sudden lengthening of his neck to giraffe like proportions, dashing him senseless on the black, haphazardly riveted fuselage and sending him spiraling toward the ground. All was disarray in the sinister ship's wake as half of the guard force frantically dove to rescue their fellows while the other half sneezed themselves out of the air or found themselves suddenly preoccupied with some sort of bizarre and farcical transformation as the blue powder drifted across the column's vanguard.

The grappling hook slammed into the side of the transport wagon with a tremendous clang, wrenching the iron box free from the chassis and dragging it like a wrecking ball through the scattering pegasi. The airship banked to the southwest and picked up speed, the receding sound of FOOP FOOP FOOP FOOP echoing from the apparatus on its belly as it left behind a cluster of pink powder puffs and a thick billowing trail of black smoke to discourage pursuit.

Sir Concord's jiggling, globular form shook with fury as he hung supported in the hooves of seven struggling pegasi, fluttering his useless wings and shaking a truncated hoof after the receding black shape. He spat droplets of sweet smelling purple juice that stained the white coat of one of his rescuers as he roared to his scattered troops. "AFTER THEM!"

***

Professor Destiny and Doctor Insanity lay in a tangled pile of limbs on the floor of the armor plated wagon's interior, their heads weaving back and forth and their eyes spiraling dizzily as tiny, bat winged marching bands circled their heads and banged out a cacophony on timpani and glockenspiels.

A tumult of frantic shouting from the guards outside had heralded something loudly slamming into their confinement, flipping it end over end, and throwing them violently from the benches, followed by an indeterminate time tossing, tumbling, and colliding in the confined metal box like beans in a rattle, and concluding with a tremendous clanging thud, then stillness.

The silence was broken by Doctor Insanity's tremulous voice. "Wh... What just happened?"

His brother's feeble response rang dully off the steel walls. "D-don't care, as long as it's stopped."

A scraping sound could be heard from the container's fortified door, followed by the unmistakable hissing of a fuse, as a gravelly voice they both recognized at once could be heard from outside. "Fire in da hole, Bozz!"

With a gasp of alarm, Professor Destiny grabbed his brother and hurled him to the floor in the far corner of the traveling cell, trying to wedge both their scrawny frames beneath the bench as a resounding blast rang the steel walls and filled the chamber with smoke.

The door fell open with a clang, allowing the black smoke inside to begin dissipating through the hatch as the two unicorns staggered out into the shade of their black dirigible. With boggled, unfocused eyes they looked down to see Otto looking up at them from underneath his sloped cap, a hacksaw clenched in his teeth and a lopsided grin on his face.

Destiny let out a small cough, expelling a puff of smoke, as he dazedly surveyed the wind carved sandstone hollow their sinister looking airship crouched inside. "W-well done, Otto."

His brother staggered to the wide mouth of the shallow cave and stared out over the sandy expanse of the San Palomino desert. "How... how did you manage to escape all those guards?"

The dwarfish pony gave a shrug as he scuttled forward and started working on the chains binding his employer's forelegs, muttering out of the side of his mouth as he worked. "Wasn't easy. Hold still, Bozz. We don't got long 'fore da guards find us again."

Insanity gave a nod as he backed away from the cave's opening. "Indeed. The sooner we can get on our way to Mexicolt, the better."

At this, Professor Destiny drew himself up, a gleam in his bloodshot eye. "Mexicolt? Who said anything about Mexicolt? We're headed to Los Pegasus, then onward and upward to Vanhoover."

Doctor Insanity wheeled on him, eyes wide and jaw hanging in utter disbelief, as the hacksaw dropped from Otto's mouth and clattered on the cave's rocky floor. They both stared at the mustachioed stallion and spoke almost in unison. "What?"

The scrawny unicorn gave a toss of his disheveled mane and a flick of his tail. "We're not licked yet! Not by a long shot!"

His brother staggered forward, his eyes flaring incredulously. "Do... do you have an impacted horn or something? We've been disqualified! We've lost! Almost the entire Royal Air Cavalry just chased us down and was hauling us off in chains for all the collateral damage your ridiculous booby traps have caused."

Destiny gave a dismissive wave of a hoof. "Pah! A mere peccadillo. None of that will matter once we've soared across the finish line ahead of Harmony Aeronautics' farcical butterfly wings. We'll be celebrated as the stallions who brought ponykind the gift of flight!"

Insanity quickened his pace as he advanced on his sibling. "Need I point out, brother, that we are no longer in possession of our flight harnesses." He stopped and half turned, gesturing abruptly at the sandy expanse outside. "They're hopelessly lost in that detestable desert out there."

The mustachioed unicorn bobbed his cork festooned horn toward the black balloon. "There's more than enough material aboard the dirigible for us to cobble something together. More's the triumph for our innate ingenuity in the face of adversity."

Doctor Insanity reared up as he reached his sibling, grasping him by the tattered lapels of his grimy flight suit and shaking him as he spoke through gritted teeth. "Why are you doing this to me, Flam?"

His brother regarded him with a level gaze burning with determination. "It's Destiny."

Insanity's hooves clenched as his manic glare bored into the Professor's eyes, a bit of foam bubbling at the corners of his mouth. Just before his grip tightened into a stranglehold, he let out a long, weary sigh and slouched to his haunches, casting a despondent gaze toward the sandstone floor. "It's penance is what it is. All right. I guess I'll live up to my own made up moniker and ride this rocket all the way to ground zero."

Destiny's lower lip started to tremble a bit, as a bit of clarity seemed to come to his eyes. "Y-you don't h-have to, Flim. I... I know it's... hard."

His brother shook his head as he laid a gentle hoof on his shoulder. "No. I'm not going to leave you alone ever again." A sardonic smile came to his narrow face. "Somepony has to keep you from blowing Equestria to smithereens."

Both unicorns turned and looked down at the sound of Otto's gravelly voice. "Well, as touchin' as dis all is, yez can count ME out. I quit!"

Professor Destiny reared back with an indignant look on his face. "What? But.. but Otto, you... you're my faithful flunky! My loyal lackey! My number one assistant!"

The dwarfish earth pony gave a flick of his bristly tail. "Dat's a big load o' number two. I can work with crazy, but yez guys is sooeycidal, bub. I'm done pullin' yer chestnuts outta da fire if yez just gonna toss 'em back in dere again."

The diminutive ex-henchpony spun on a stubby hoof and started marching toward the black dirigible's ladder as his former employers stared after him in disbelief. "I'm takin' da blimp to Tijuinny. Yez can keep all yer rockets n' stuff, they'd just weigh me down anyhow."

The Professor took a halting step toward him. "But Otto! Please, be reasonable."

The low slung earth pony snorted to himself as he started to climb the ladder. "Dats what I'm doin', Perfesser. Hasta la bamba!"

***

A short time later, the entire contents of the black dirigible's cargo hold, save for a stock of food and water, had been unloaded, lightening the ship considerably. With a final wave of his stubby foreleg out the gondola window to the helplessly watching figures of his former employers down below, Otto powered up the phlogiston turbines. The sinister airship glided majestically out of the mouth of the sandstone cave and into the harsh reddish light of late afternoon over the San Palomino desert.

The dwarfish pony's face froze in a rictus of panic as he glanced out the port side cockpit windows and saw an onrushing wave of angry, red snouted pegasi in bronze armor bearing down on him in the distance with spears raised and blue murder in their eyes. Muttering gravelly curses under his breath, he spun the wheel sharply to the south and threw open the throttle, banking the black airship and pouring on the power in a desperate flight for the Mexicolt border far to the southwest.

Destiny and Insanity crouched behind the sandy rocks a bit back from the mouth of the cave, watching the furious Air Cavalry streaking past in pursuit of the dirigible's rapidly receding exhaust trail. The mustachioed unicorn laid a hoof over his heart and let out a sigh as he watched the black airship recede into the distance ahead of its gleaming pursuers. "There goes the most useful idiot I've ever had the privilege to work with."

His clean shaven sibling's mouth cocked in a sneering smile. "He learned at the hooves of a master."

He gave a toss of his head toward the ramshackle pile of tools and supplies. "Now come on, lets get to work. We're burning daylight."

***

Fluttershy and Pinkie Pie lounged on the grass behind the butter yellow pegasus' former residence, now converted full time to an animal shelter, as an uncanny assortment of happy creatures gamboled with the two mares' children in the late afternoon sun. The newest addition to the Pie family, little Puddin', lay on a blanket nearby sucking happily on a bottle of chocolate milk.

The soft spoken mare sat and smiled quietly with the usual mildly puzzled expression she reserved for conversations with Pinkie as her old friend chattered away in her bright, cheerful voice. "..and since it's been, like what, at least fifteen chapters since we even got a cameo I thought it's more than due time for us to put in an appearance. I mean, really, Applejack mentioned us in Chapter thirty one, but that's not the same as showing up and giving some dialogue and I... hold that thought... TOOTSIE! YOU STOP CHASING THAT EMU RIGHT NOW! I KNOW HE'S A BIRD, BUT HE'S JUST NOT EVER GOING TO FLY, NO MATTER HOW HARD YOU TRY TO 'MOTIVATE' HIM!"

She let out an irritated snort and turned back to Fluttershy. "So as I was saying... I... er, Flutters?"

The yellow pegasus was staring at a strange procession of bronze armored pegasi that hove into view around the outskirts of the Everfree Forest. Even Pinkie fell silent, staring with her limpid blue eyes, as the surreal parade approached them.

Several of them were straining to roll a bloated, globular purple shape with stubby flailing hooves and wings and a scowling pony's face at one end. Another was shepherding a rather nonplussed looking, pegasus shaped cloud along with a morose goose perched on his back. Yet another stumbled along trying to balance with a neck that was twice his body length, which caused him to weave drunkenly as he walked. Several others were similarly afflicted with bizarre, cruelly comical transformations that simply defied description.

Pinky cocked her head curiously at the hapless pegasi. "Ooh! Is that the circus coming to town? A traveling sideshow, maybe? I hope they have a dog faced colt, or a bearded filly! Or a hall of mirrors. I love those. WooOOOooo WooooOOOOooo."

Fluttershy raised a hoof to her mouth in dismay. "Oh... my..."

She took softly to the sky. "Um... Stay here and watch the foals, Pinkie. I think they might need some help!"

Pinkie nodded her frizzy maned head. "Okey dokey gumby pokey! See if foals under five can get in for free!"

With that, Fluttershy approached the ragtag assembly of shellshocked pegasi, gently touching down beside them with a look of concern furrowing her brow. "Oh, you poor things! You look awful!"

Sir Concord tried to turn his head to greet her, and was stymied by his spherical form's lack of a neck. Finally, he growled at his subordinates. "Bring me about so I can talk to her, lads." With a groan of effort, they complied, throwing their backs into rotating him to face her.

He cleared his throat and tried with minimal success to assume as dignified an air as he could. "Er... Hello, ma'am. That town yonder is Ponyville, correct?"

Fluttershy gave a nod, biting her lip as she looked them over with wide, pitying eyes.

The transformed guard commander pressed on. "Would you be so kind as to show us the way to Ponyville General Hospital?"

The butter yellow pegasus mare shook her head. "Oh no! You need to come with me to the Ponyville Spa right away!"

Sir Concord blinked in consternation, his ears levering back as a note of irritation crept into his voice. "What?"

She nodded. "Oh yes. We could take you to Zecora's, but... um... if you don't mind my saying... well I don't think it's a good idea to go into the Everfree with you smelling so fruity and delicious... and... well... no offense... but you're too big to fit in her cauldron anyway."

A flush of red blossomed on the forward curve of the pegasus commander, and purple tinged droplets flew as he spluttered in frustrated rage. "WHAT? Now you see here, madam, I don't know what you're jabbering about but my troops and I are in dire need of medical attention and I fail to see how wasting time getting a hooficure will in any way... help... u-us... to..."

He trailed off, his head retracting a bit into his swollen bulk as his eyes met an implacable Stare that pierced his juice soaked brain like an aquamarine lightning bolt splitting the heart of a cloud.

He stammered in a low, chastised voice. "Er... which way to the spa, ma... uh... ma'am... m... milady?"

She gave a small squeaky toy sound with a cheery smile. "Follow me. I know how to make it all better!"

***

Shining Armor sat morosely at his desk in one of the corner offices of Canterlot Castle's guard tower, staring with a furrowed brow at the scroll of parchment that lay before him.

Up until a few minutes ago, when an out of breath messenger pegasus from the pursuit battalion had arrived and dropped the vexing dispatch off, he'd been having a fairly good day. Awakened with giggles and prancing, jumping little hooves on the bed, followed by a kiss that just got sweeter with every morning he'd received it. Clean up, a good breakfast, and out the door, with hugs and more kisses as his fillies skipped off to school, his wife boarded her carriage to the Crystal Embassy, and he climbed into his chariot to arrive at the parade grounds with the precise punctuality that kept the Castle humming like a well made watch.

Check in, have a cruller with strict orders to the regimental cook not to breathe a word to his wife, then out to review the troops. His colts made him proud too, the finest bunch of polished professionals a pony could have the privilege to work with. Stop in at the infirmary, see how the chariot crew was healing up, then off to Morning Court with the good news to hopefully brighten both princesses' moods.

All seemed to be going well, and even the interruption of one of Spike's flamecast letters of the afternoon's finance meeting had turned out for the better. It bore tidings from Sir Concord's capture force. Mission accomplished, malefactors apprehended and en route for judgement. Her highness had received the news with a grim nod of satisfaction and then continued with her usual serene aplomb as she carried on with the business of running the realm.

Of course now, all that had gone out the window, or more accurately come in the window in the saddlebag of a panting courier with curiously irritated sinuses. The young squire had been sent to the infirmary for some nasal spray with strict orders to keep mum about the missive he'd carried.

One small problem solved easily enough, but the larger, more pressing problem remained.

Shining Armor gazed numbly at the message, his mind furiously spinning its wheels trying to come up with a way to break the news it carried to Princess Celestia with as few solar flares as possible resulting. Bad enough that the nefarious brothers had escaped from the midst of a heavily armed and armored Air Cavalry battalion, he had no idea how to even begin to explain how or why the battalion commander had been turned into a giant grape.

The pale stallion's blue eyes shifted toward the lower drawer of his desk. With a surge of magic, it slid open, and a bottle of Cheval d'Or that Cadance had given him for Hearth's Warming three years ago came floating out with a shot glass in close orbit. After a moment's consideration, he dropped the glass back in the drawer, unscrewed the bottle, and took a deep, deep pull.

He wiped a hoof across his snout, gave a short cough, and then pushed himself away from the desk. "All right, Shiney. Nothin' to get your tail kinked about. What's the worst that can happen?"

***

Everypony from Canterlot all the way down the verdant valley to Ponyville had seen the roof of the royal orrery explode in a massive fireball late that afternoon. While this alarming event had naturally been greeted with much fearful conjecture, word had swiftly passed through the ether and from the tireless efforts of the pegasi of the herald's corps to remain calm, and that a minor magical mishap had occurred, and that nopony had been harmed. A cadre of royal guard pegasi were dousing the blaze with a rain cloud and all was well.

As evening fell over Canterlot with a distant peal of silvery trumpets, a breathless Cadance greeted her husband at the door of their mansion, her lavender eyes going wide with shock as she saw him. "Darling! What... What happened!?"

Shining Armor stood on their doorstep with a slightly glazed expression on his face, made even more addled by his lack of eyebrows and the greyish patch of singed hair on his forehead and the bridge of his nose that outlined the area his helmet usually left exposed.

He gave her a lopsided smile. "Just a chat with your aunt that got a little... heh heh... heated, sweetheart. Not that she was mad at me, you understand. I was just a little slow getting my shield up."

The large white unicorn leaned forward and gave her a peck on the cheek. "It's good to see you too. I'd say you're looking radiant, but it would probably trigger a flashback."

She gaped at him as he trailed off in a slightly manic chuckle at his own joke. He cleared his throat and gave a bob of his horn through the doorway. "Now if you'll pardon me I think I need to lie down for a while."

Cadance raised a hoof to her mouth and watched him in stunned silence as he staggered past her and headed into the den.

Part 38 - Los Pegasus Confidential

The distant, cloud crowned towers of Los Pegasus glittered in the golden light of the receding sun as apple orchards and orange groves whisked past far below. Pip and Soarin skirted the shoulder of the white capped mountains to the sprawling city's east, savoring the scent of the fruit trees wafting on a wind that also carried the faint hint of salt air from the ocean, which drew the line of the horizon in serene blue to the west beneath a sky full of yellows, oranges, and purples.

Pip nodded toward a row of gigantic, whitewashed, plywood letters adorning a row of hills to the north that spelled out the word "APPLEWOOD" as they towered over a lush expanse of their namesake trees. "I say, you don't suppose that's all Apple family land down there, do you?"

Soarin gave his young partner a shrug. "I wouldn't be surprised. AJ said their family reunions can make the crowd at Madison Mare Gardens look small and intimate."

The waning daylight glinted off of the spotted earth pony's grin. "I suppose you'll need to get used to being in-undated with in-laws, eh what old bean?"

The sky blue pegasus chuckled. "You and me both, kid, unless you manage to tick Apple Bloom off again somehow."

A blush stole across the young stallion's features as he looked away bashfully. "Well, it's rather too soon to be talking about hitching the old yoke, as it were, but rest assured I'd sooner perish than upset my own sweet Apple."

Soarin gave his companion a rueful smile. "Good flight plan, kid. Anything to keep your brainpan out from under Big Macintosh's hoof."

Pip cocked an eyebrow at him. "Er... whatever might you mean by th..."

A look of sick realization washed across the young pony's face as he stared straight ahead with widening eyes. "G-good heavens! Was... was that what he was on about with the rocks and gravel and all that..."

The veteran pegasus let out a sigh and brought a hoof to his face as the youthful stallion shuddered and drew his hooves close to his body. A haunted expression settled on his handsome visage as he muttered half to himself. "Crikey! Now I'm even more relieved that we patched things up."

Both airborne stallions were shaken from their reverie by a voice calling from their nine o' clock. "Hey there! Hello! You're the team from Harmony Aeronautics, right? Hey!"

They turned to see a gangly youth of a pegasus only a few years older than Pip, with a cream colored coat and a shaggy brown mane. He wore a sloped cap backwards between his large, fluttering ears and a scarf around his neck, but the most remarkable part of his ensemble was a harness attached to a bulky camera like device hanging off of his chest.

It looked far too heavy to be borne by such a scrawny stallion, but he carried it with ease. The camera was surmounted by a pair of cylindrical film canisters emblazoned with the symbol of a star tipped wand trailing a crescent of film. The newcomer's own cutie mark was a single white feather.

Pip's smile flashed as recognition dawned in his eyes. "I say. Featherweight, is that you?"

The frail looking pegasus gave him a broad, buck toothed grin in return. "Heya, Pip! Long time no see! I been readin' all about ya in the papers!"

He turned his attention to Pip's wing pony. "And it's an honor to meet ya, Mister Soarin! I been a big fan since before Rainbow Dash joined the team!"

Soarin turned to Pip with a quizzical look on his face. "You know this guy, Pip?"

The young earth pony nodded. "Oh yes. He's an old chum from Ponyville. He was in Apple Bloom's class in school. A real whiz with a camera, he was."

He gave a bob of his head toward the contraption hanging off the cream colored pegasus' scrawny frame. "Still at it, eh old sock?"

Featherweight's smile widened a bit, before he dropped into a businesslike tone. "Yeah, on that subject. I was wondering if you colts would mind me getting some footage of you flying over Lo Peg and landing. Would that be okay with you?"

Before Pip could respond, Soarin held up a hoof and gave the young pegasus a searching look. "You with the press?"

The flying camera pony gave a chuckle. "Uh... Yes and no. More a documentarian, to be honest."

He reached up a hoof and patted the rear film canister. "I work for Lulamoon Studios, Ltd. and we're doing a short piece on the Pegathalon and its competitors. You guys are a big part of what makes it worth filming."

He deftly turned the lens in their direction with a half pleading look on his face. "My boss would have my hide for a projection screen if I didn't get this footage. So how about it, huh?"

The Harmony Aeronautics team exchanged a shrug, and Soarin called back in reply. "Hey sure, it's fine with us, but you'll want to talk to our bosses about a legal release for any shots you take. We're gonna be rendezvousing on one of the farmsteads north of town, so if you don't mind waiting for 'em."

Featherweight's tongue poked out of the side of his smile as he squinted one eye and craned his neck to peer through the camera's viewfinder. "Thanks a bunch, fellas! Now just fly casual and I'll start filming ya."

***

Chrysalis, the tyrant Queen and Supreme Phenotype of the Changelings, crouched like a tiny, emaciated black gargoyle atop the lid of the ornate commode in the bathroom of the TMSS Ambrosia's royal suite, a look of cross, desperate concentration on her angular face. Daylight had faded to darkness outside as the massive silver airship forged on through the night to reach Los Pegasus.

Her mind buzzed like a beehive of evil thoughts as she fought against the gnawing of hunger in her philogastric sacs and the gnawing of fear in her circulatory pump to come up with a way out of her current predicament. With a member of the dreaded Elements of Harmony aboard, her situation had degenerated from merely tedious and annoying to downright dangerous.

Part of her was stridently demanding that she cut and run, slip out the window and buzz off, back to the relative safety of her hive. But it was a long journey over the desert, and dangerous without a swarm to back her up.

Plus, she had to admit, her alliance with the loathsome Prince Blueblood stood to be gainful. Under the guise of his hate saturated shrew of a wife, she had material wealth, security, and a safe identity to fall back on. Once installed in their mansion in Canterlot, she could prey on the ponies of the city with ease, gradually growing in size and power until she could overpower her "husband", shove his pasty white rump in a slave pod, and get a fresh hive going.

Chrysalis ran a fang along her lower lip as she furrowed the chitinous plates of her brow. Yes... The dressmaker had to go, but how? She needed to get rid of her with nopony being the wiser. Nopony...

The bathroom reading light flickered on over her head as she reared up with a sharp toothed grin of triumph. Her tattered wings buzzed as she hopped down to the porcelain tiles and crossed to the vanity, pulling herself up onto the cushioned ottoman. With a reedy chuckle, her form vanished in a burst of sorcerous green flame, which ablated into the air around her leaving the flawless image of a pristine white unicorn mare with luxurious violet curls and sparkling, sapphire blue eyes, her flank marked by a trio of blue diamonds.

The image of the Element of Generosity leaned on the vanity and batted her thick eyelashes as her poison green eyed visage looked back at her from within the mirror. "Yesssss. Nopony needs to know but you and me."

***

The flawless facsimile of Rarity trotted down the lushly carpeted hallway at the side of an earnest young unicorn stallion named Stanchion, who wore the royal blue tunic of a steward and bore a ring of keys floating around the tip of his horn in a halo of blue green magic. Only the dim, art deco fixtures marking the space between doors provided any illumination in the otherwise darkened corridor. The dull hum of an airship on "dog" watch filled the air with a velvety stillness.

She gave him an apologetic smile and batted her eyes as she spoke to him in her mannered voice. "I feel like such a silly filly for locking the keys in my stateroom, darling. Thank you ever so much for coming to my rescue."

The steward gave a professional bob of his horn. "No problem at all, ma'am. These things happen sometimes." He nodded toward one of the doorways. "Here we are, room G4. We'll have you inside in a jiffy."

With that, he turned and stood before the door, levitating the key ring before his face as a look of concentration settled there. "G1... G2... G3... G3.5... G4!"

Stanchion cocked an ear as he floated the selected key into the hole, as the alabaster figure at his side spoke to him in a voice that seemed to take on an ominous, buzzing undercurrent. "Excellent. Perhaps you'd like to join me in there for a while..."

The steward cleared his throat with a brisk, professional mien as he turned to face her. "Is there something else you need, ma'am?"

He let out a shriek of terror as her attractive visage dissolved into a horrible, chitinous mask of terror with blazing green eyes and a mouth full of serrated fangs. She waggled her segmented tongue and flared her mandibles with a throaty, rasping laugh. "Only your delicious pony brains!"

The ring of keys hit the floor with a muted jingle as the terrified stallion spun on his heel and fled at a full gallop down the hall, leaving Chrysalis gasping with wicked laughter as she refolded her face. He rounded the corner as his cries echoed through the darkened corridors. "AAAIEEE! A CHANGELING! THERE'S A CHANGELING ABOARD! IT WANTS TO EAT MY DELICIOUS PONY BRAINS!"

The ersatz Rarity's ears perked up at the sound of the lock on the stateroom door rattling, and in a burst of green flame she was replaced by the image of a plain featured earth pony mare in a maid's uniform. She hastily picked up the keys, rearing up to meet the smoldering blue eyed gaze of the genuine Rarity, who stood wrapped in her silken sheets, a mask of green beauty mud covering her face and curlers in her mane and tail.

She stomped an angry hoof. "Just WHAT is all this commotion about out here?"

The imitation maid gave her a feeble smile. "Er... Um, turndown service?"

Rarity huffed, her voice hung with icicles. "No thank you, I'm still using my bed at the moment, or would be if you weren't making all this beastly racket."

The ersatz earth pony gave an apologetic bow. "Sorry I disturbed you, ma'am."

The alabaster unicorn raised her snout in the air with an emphatic "hmph!" and wheeled, slamming the door behind her with a sparkle of blue magic.

Chrysalis burst into green flames, shedding the guise of a maid as she dropped the keys back to the floor. A gloating grin spread across her angular face. "You'll soon see just what sort of racket I'm running, you miserable mincing mammal."

In another flaring of sorcery, she was the image of Diamond Tiara once more. She wheeled and trotted away, chuckling to herself. "Delicious pony brains... talk about your empty calories..."

***

Rarity let out an exasperated growl at the sound of an insistent knock on her stateroom door. Flicking the cucumber slices out of her eye sockets with her magic, she heaved herself out of bed yet again and stumbled across to the hatch, flinging it open with a snarl creasing the green mud covering her face. "WHAT!? I swear if this keeps up I'm going to murder somepony!"

A crowd of burly stewards and porters stood outside with Drawstring the ship's purser at the back. Stanchion let out another scream as he laid eyes on Rarity's nighttime facial treatment. "Eaagh! It's even more horrible than before! Don't let it murder you!"

She reared back indignantly, blinking in shock. "I BEG your pardon?"

Drawstring jabbed a hoof toward her. "I knew it! GET HER!"

Rarity scarcely had time to let out a high pitched, whinnying shriek before they shouldered through the door and tackled her, burying her thrashing, kicking form beneath a scrum of blue uniformed crew ponies.

***

The sun from the distant east outlined the edges of the spotless clouds that wreathed the tops of Los Pegasus' spires. Nestled among them, its conical nose tethered to a high platform fluttering with royal blue flags bearing the compass rose of the Blueblood dynasty, was the vast silvery cylinder of the TMSS Ambrosia.

The airship dock was teeming with busy ponies who'd been at work since dawn, working diligently at their appointed tasks. An unusually high number of uniformed pegasi from the Los Pegasus city guard were flying in formation over the milling herd, or hovering in a cordon along the airfront.

A pair of stern faced pegasi in plain suit collars and fedoras stepped out of the elevators and marched across the dock with two more uniformed guards in tow. They paused at the edge of the platform, and turned to watch as a quartet of their comrades wheeled Rarity past on a luggage trolly.

The pale unicorn mare sat bolt upright in a catatonic daze, manacles around her legs, a magic suppressing safety cork on the tip of her horn, and a few stray curlers still hanging in the disheveled tangles of her mane and tail. A greyish tinge of dust and grime clung to her coat from spending the balance of the prior night in the Ambrosia's brig, which was uncomfortably close to the engine room, and the dried remains of her green mud mask gave her face a sickly pallor in concert with the dark bags under her bloodshot eyes. A violent twitch animated the lower lid of her right eye, the only sign besides her shallow breathing that they were removing a living pony and not a lifelike facsimile from a wax museum's chamber of horrors.

The two plainclothes pegasi glanced at one another, shaking their heads ruefully, then took wing toward the airship's gangway.

***

Prince Blueblood let out a soft sigh and took a sip of his mimosa as he stood at the railing of the observation deck and watched the Los Pegasus city guard wheel the alabaster fashion designer into the elevators. He raised the glass flute slightly in its cradling cloud of golden magic. "Alas, Rarity, it looks as if you're taking another faceful of cake on our behalf. C'est la vie, one supposes."

At his side, the pastel pink image of his wife allowed the slightest hint of a gloating grin to curl the corners of her mouth in an otherwise impassive expression. She turned and murmured to him. "I assure you, 'husband', it was completely necessary for our... arrangement." He let out another sigh in response, as the elevators marked with his family crest slid closed.

The ersatz earth pony cocked an eyebrow and gave a slight flick of her tail as her smile widened. "Say... Are you feeling what I think you're feeling toward her?"

Her nostrils flared as she took a deep breath, closing her eyes. She nodded in satisfaction as she opened them again, showing venomous green irises in place of Diamond Tiara's lavender ones. "Yes. It's shallow and selfish, but there is an inkling."

Blueblood recoiled a bit as she leaned in closer, whispering in his ear. "You know, I could be her. In private, if you like. I could be everything you want her to be. Consider it a way for me to sweeten our deal a bit."

She ran her tongue along her lips, calculating how she could stoke the dissolute prince's vague, vain yearning for affirmation from a mare who'd rejected him, and turn it into a delicious torrent of passion. It would be the equivalent of gorging on greasy carnival fare, compared to the wholesome nourishment of true love, but she'd been starved for far too long for her to be choosey.

The royal unicorn cleared his throat and took a pull from his glass, a hint of a blush on his off white cheeks as he hastily looked away to hide the smug grin that had settled on his features. Sweeten the deal indeed. Sometimes it was good to be a prince. Truly he was living la vida real.

He composed himself, not wanting to seem too eager. "We... we'll discuss it further in private. For now, just keep up the act and remember not to smile so much unless somepony's gotten hurt or embarrassed... themselves..." He trailed off as he looked up to see the two plainclothes pegasi and their accompanying uniformed guards approach with businesslike expressions on their faces.

The unicorn prince warily cleared his throat as he met their stern gaze. "Er... yes?"

The grey blue pegasus with a gold badge cutie mark emblazoned with the number 714 doffed his fedora and gave a small bow, speaking in a clipped, deadpan tone of voice. "Your highness."

He turned to the pastel pink facsimile of Blueblood's young wife. "Princess Diamond Tiara?"

She turned to face him with a scowl and snapped. "Yes? What is it?"

He met her with a level gaze. "I'm Detective Sergeant Skyway." He gave a nod to the heavyset tan pegasus at his side, who also took off his fedora and held it in the crook of his hoof. "This is Detective Anvil."

His partner gave a terse nod to the royals. "Sir... Ma'am."

The sergeant continued in his droning, no nonsense tone. "We're here to place her highness under arrest on charges of conspiracy, sabotage, and reckless endangerment."

The false Diamond Tiara's jaw dropped as her irises flared green around her pinprick pupils. "Wh... what?"

Detective Anvil put his hat back on and took a step forward. "If you'll please come with us, ma'am."

She took a shaky step back as Blueblood backpedaled all the way to the edge of a gathering crowd. A look of desperation dawned on her borrowed face. "N... no! I didn't do anything!"

Sergeant Skyway donned his hat and glared out from under the brim. "Your hired griffins turned into good little stool pigeons, and they implicated you in masterminding the attack on the Harmony Aeronautics team. If you want to spare yourself any further trouble, you'll come along quietly."

The image of the pastel princess reeled as she stumbled backwards in the face of the four stallions' implacable advance. "Griffins? Attacks? Pigeons? What? WHAT?"

She turned and jabbed a hoof towards Blueblood, who gave a start and bobbled his champagne flute as he tried to back away through the elegantly dressed ponies around him. "YOU! You squealed on me, didn't you? You unspeakable, fluid swilling PIG!"

The off white unicorn drew himself up in regal hauteur, failing to keep the quaver out of his voice as he met her venomous glare. "We have no idea what you're yammering about, dear. However you handle your business affairs has been entirely within your purview since we married. Whatever this is about is simply not our problem."

The Diamond Tiara imitator ground her teeth as Sergeant Skyway and his comrades closed in around her. "Why didn't you tell me that she was wanted by the bronzebacks!?"

He gave her a shrug and a weak, lopsided grin as he raised his glass toward her. "Er... Well... You didn't ask us, darling."

The fake princess' eyes flared in bottomless, wasp like fury as she reared up amidst the guard ponies, trails of bubbling black foam dripping from the corners of her mouth. "You... you... backstabbing, two faced FRAUD! You lying, double dealing SNAKE!"

Detective Anvil brought a pair of hoofcuffs out from beneath a wing and advanced on her. "That's enough, ma'am. You have the right to remain silent, and I suggest you make full use of it."

The imitation earth pony hissed at him, her pale pink coat cracking like dried mud as tiny flares of green flame danced along the fissures. "Keep your flabby hooves off of me, pony. I'm completely innocent of your trumped up charges, because I'm most assuredly NOT Diamond Tiara."

She reared up in triumph, jabbing a hoof skyward as her disguise burned away in a bright flare of green, sorcerous fire. "I am Queen Chrysalis of the Changelings! So there!"

The room fell utterly silent, save for the buzzing of the black shelled insectoid's wings as she hung in midair inside the semicircle of stunned guard ponies. All eyes turned toward the unmasked shape shifter and stared aghast. Her overwrought leer of hubris faded on her angular little face as the full weight of what she'd just done sank in on her.

She slumped in the air, dangling her hole riddled hooves as a rueful expression settled on her face. "Oh mucous..."

A violent tussle erupted with a roiling cloud of dust as the four pegasi leapt upon her, and shortly thereafter Chrysalis found herself on the floor with handcuffs binding all four legs and a magic suppressing cork on the end of her crooked blade of a horn.

She gave a flick of her ear at the sound of Blueblood's voice raised melodramatically over the confused murmur of the bystanders. "By our eternal Aunties! You mean that... that creature was masquerading as our beloved wife this whole time!? Who knows what sort of skullduggery she might have gotten up to right under our royal nose... Completely without our knowledge or complicity, we might add!"

Chrysalis snarled and strained at her bindings, spraying droplets of dark brown spittle on the ponies restraining her. "Lemme at him! Lemme at him! I'm gonna cram my ovipositor up his royal nose and lay a load of eggs in his skullduggery!"

Sergean Skyway dusted himself off with his wings and gave a nod to his companions. "All right, colts. Take her away."

The changeling queen let out a weary growl as they easily lifted her and carried her from the room. "That's it. No more pod crammed princesses. Especially not pink ones. They're more freakin' trouble than they're worth..."

***

Tentative hoof steps muffled by threadbare carpet sounded softly on the wooden stairs, as Diamond Tiara carefully descended, looking like a furtive ghost, her sunken, slightly glazed eyes taking in the homey decor of her hostess and benefactress. Golden sunlight streamed through a set of large bay windows, filtered by neatly kept lace curtains with embroidered cherries festooning the hems.

She shuffled around the overstuffed couch and approached the windows, reaching up with a shaking hoof to pull the drapes aside and peer outside, blinking and wincing at the already harsh desert glare as her eyes adjusted to the light. The huge cherry orchard that she'd bought out all those years ago covered the hills rolling north toward the distant looming mountain crowned by the gleaming towers of Canterlot. It was all so stark, the neat rows of trees behind the glittering steel of the chain link fence surrounding them. She owned every inch of the land inside that fence. Every tree, every leaf, every cherry, but now she couldn't really get a grip on why.

What would she want with a cherry orchard anyway? It was all so surreal. Nothing made sense anymore.

A clattering and bustle came to her ears from what she presumed to be the kitchen. The pastel pink mare let the curtain drop and made her slow but steady way toward it. She paused in the door, taking in the warm glow that suffused the room. It seemed like sunlight, but maybe it was something else. Something she only had the barest inkling of.

She gasped as she looked through the kitchen, past her magenta and white haired hostess who stood at the counter humming "Sweet Clemintine" to herself as she stirred a large bowl of something with a wooden spoon. Beyond the screen door and a small porch was a gorgeous little fenced in garden, presided over by a small grove of winding cherry trees with lush green leaves and fruit that seemed naturally to form the shape of little red hearts. She shuffled forward, spellbound at the lyric beauty of the tiny private orchard in a way she had no capacity to form into coherent thoughts. She owned enough jewelry to bedazzle every mare from Canterlot to Ponyville, but she'd never seen anything so beautiful.

As she drifted past, Cherry Jubilee flicked an ear and turned with a start. She set down the bowl and spoon with a chuckle and turned to greet her. "Whoosh. Ya gave me a turn just now, darlin'!"

She gently guided Diamond Tiara to a chair at the modest little table occupying a sunlit corner of the kitchen. "It's right good t' see ya up and about, dearie. I was just gonna come up n' see if'n ya wanted me to help ya down fer some breakfast. Ya hungry, hon?"

The pale pink mare dragged her sunken eyed gaze away from the beauty outside and looked down at her belly as it grumbled sullenly inside her. She gave her hostess a silent nod.

Jubilee nodded back and turned toward the counter, reaching up to take down a bowl. "Yer in luck, darlin'. I just whipped up some o' my special triple cherry blue ribbon signature recipe. This oughta sweeten yer mornin' somethin' fierce."

She spooned out a dollop of a lumpy, pinkish white substance then set the bowl down in front of Diamond Tiara, followed by a slightly tarnished silver spoon.

The pastel earth pony's sunken eyes widened as she stared at it. "Is... is this..."

Jubilee nodded proudly. "Ayep! Ambrosia salad!"

Diamond Tiara sat as still as a statue and gazed at the sweet smelling lump in the bowl. "Ambrosia... salad..."

Her hostess gave a nod and a wink. "Ayep! Dig in, darlin'. I'll get some tea a'brewin." With that, she trotted into the pantry to gather the ingredients of a wholesome, down home country breakfast.

After a long pause, the Diamond Tiara picked up the spoon in the crook of her hoof and brought a shaking spoonful to her mouth, slowly chewing it and swallowing with great ceremony.

She started to tremble, tears pooling at the corners of her eyes and rolling down her cheeks. She took another bite, and another, stuffing her cheeks with the delicately whipped, fruity mixture and muttering. "Sh-sh-shweet Cheleshtia haff mershy on me. It'sh... It'sh sho delishush..."

The stricken young mare let out a sob as she slouched forward and buried her face in the bowl with a splat.

***

Twilight Sparkle was surveying a map of Equestria's western coast laid out on a few planks laid across some sawhorses in the shade of the Friend Ship, idly stirring a tall glass of iced tea provided by her team's generous hostess.

The Apple sisters' ebullient Aunt Gala had kindly consented to put the Harmony Aeronautics team up for the night, allowing them to tether the Friend Ship in one of her fields while its worn out passengers and the two brave stallions they followed enjoyed the comforts of showers, soft beds, and an excellent southwestern breakfast in the matronly mare's rambling, white walled hacienda.

Twilight heard the insistent ringing of the 'phone from inside the Friend Ship's cabin a moment before she heard Apple Bloom calling from up on the rigging of the balloon, where the young mare had been inspecting the envelope for wear and tear. "Yo Doc! 'Phone's ringin'! I reckon it's Rarity checkin' in!"

Twilight shoved off from the improvised table and turned, her horn sparkling with magic. "Got it!"

A flash and a pop of displaced air later and she was standing by the boxy apparatus, floating its bakelite cone to the tip of her horn. "Harmony Aeronautics, Doctor Sparkle speak... R-rarity? What? You WHAT? I don't... A changeling? That's... that's ridiculous! Well... did they perform the test I devised?"

Her urgent expression fell to one of wan sympathy as the blue glow surged and fluttered inside the cone at the tip of her horn. She pawed at the ground, biting her lip slightly as it went on, before stammering out a strained apology. "Uh... yes, I know it's... a bit... intensive but..."

She stomped a hoof in exasperation. "All right. All right! I'm sorry, but as humiliating as it is the Sparkle Method is the only way to be a hundred percent certain." Twilight winced as another torrent of blue flashes played across her forehead.

Presently she gave a weak grin. "Well at least they know you're not a changeling, right? They're letting you go, right?"

The lavender unicorn brightened up slightly. "If you hurry, you can make it back before the Ambrosia casts off."

She flinched and floated the cone a hoof away from the tip of her horn as a crackling corona of blue flashes and sparks flew out.

After waiting a moment for the furious cascade to die down, she settled it back in place with pursed lips as she finally replied. "Well, Rarity, I think if you did even half of what you just described to the ship and its crew, you'd be right back in that cell."

Twilight let out a weary huff. "All right. We're at Apple Bloom's aunt's farm right now, we'll see if we can get a cab and come pick you up after we see the colts off."

The unicorn mare rolled her eyes at the cone's blinking response. "An hour, maybe two. I'm sorry, but that's the best we can do. Seriously, I'm sure you look fine, Rarity. I..."

She trailed off, a pained look spreading across her features. "A bucket, huh? Well, you can get a shower here at Aunt Gala's farm. It's very nice... Yes... All right, we'll hurry. See you soon." She tsked. "All right. All right, I'll see you but I won't look at you, okay? Be there as soon as we can. Bye."

Twilight brought a hoof to her face with a groan as she hung the cone back on its cradle. "Sweet Celestia's back dated library card, is it too much to ask for us to stop in town without somepony getting arrested?"

***

Another pop of light and displaced air rustled the hay stubble in the field outside as Twilight appeared with her saddlebags slung across her back. She let out a gasp and drew herself up in shock as she spotted Pip, Apple Bloom, and Soarin gathered a short distance away, greeting a cobalt blue unicorn mare that she recognized at a glance. The newcomer affected a flamboyant air with a purple beret, white ascot, and dark sunglasses, and drew herself up imperiously as she spotted Twilight.

A short distance behind her Featherweight stood, giving her a toothy smile and a wave of his skinny fore hoof. Twilight cringed inwardly, chastising herself like an impatient professor with an underperforming student. She should have known as soon as she saw the name on the top of the release papers she'd signed last night that it was only the tip of a horn full of hassle.

The scholarly mare's lavender hued features hardened as she crossed her balloon's shadow to stand eye to eye with the other unicorn. She gave a terse nod of acknowledgement. "Lulamoon..."

The pale maned mare's violet eyes gazed flatly over the tops of her sunglasses. "Sparkle..."

Twilight's eyes narrowed. "That's Doctor Sparkle."

She gave an irritated toss of her mane. "What do you want, Lulamoon? We're busy ponies here. We don't have any time for your..." Her voice dripped with bitter subtext. "...complications."

The blue unicorn's left eye twitched, as a lopsided grin flashed on her face. "Oh, it's strictly business that brings the Spectacular Trixie out here today, Doctor Sparkle."

She drew herself up as her glittering blue magic raised her sunglasses back into place. "Nothing could be simpler..."

Part 39 - In Flight Movies

The Spectacular Trixie turned to Pip with an ingratiating smile. "How would you like to be in pictures, handsome?"

The young stallion blinked, and cast an uncertain glance at Twilight, Soarin, and Apple Bloom before responding in a tentative tone of voice. "er... P-pictures? Like in the newspapers? I've already been, ma'am."

The azure unicorn gave a toss of her head and a breezy laugh. "No. I mean moving pictures, kid! Film! Cinema! The Movies!"

At this, Twilight stepped forward with a hint of curiosity overlaying her irritated expression. "Featherweight said something about documentaries. Are you proposing some kind of educational presentation on Harmony Aeronautic's flight harness?"

Trixie rolled her eyes. "You'd think with that huge brain of yours you'd be able to think bigger, Sparkle."

A smug grin spread across her face as Twilight's eyes narrowed in turn. "We've had the spellcraft to create moving pictures with sound for like, what, a little over a decade, and all anypony could think to do with it is make drab little educational films about where rain comes from or how chicken eggs hatch."

She clenched a fore hoof toward the heavens as she leaned forward eagerly. "The Spectacular Trixie, on the other hoof, sees the potential for something truly amazing! She wants to spin tales! She wants to tell stories! She wants to parade a pageant of dreams across the silver screen that the pony public will eat up like chocolate covered sugar cubes!"

The showmare stepped up to Pip, and raised a hoof up under his chin, turning the nonplussed stallion's face from side to side as she looked it over with a discerning eye. "And stories need a leading stallion, like this fine specimen here. One look at that smile of his would have mares swooning in their seats all across Equestria."

Trixie let loose of the spotted earth pony's profile took a step back to look him over. "That smile, that face, those smoking hot flanks. As soon as the Spectacular Trixie laid her eyes on the whole picture in yesterday's rushes, she said to herself 'Spectacular Trixie, you have GOT to sign this colt! He's a heartbreaker waiting to happen!'"

Twilight stomped a hoof, casting a scowl at her old rival. "All right, that's enough. You're wasting your time and ours, Lulamoon. Pip's under contract with Harmony Aeronautics. He's not available for hire."

She cast a nervous glance at Apple Bloom, who was looking at the blue show mare with a level gaze set in a deadpan expression. "And you have NO idea just what kind of ursa major you're unleashing with this particular line of inquiry."

Trixie's ears laid back as she shot a cold glare at the lavender scholar. "And there it is... The inevitable bringing up of the bear. Someday, Sparkle, the Spectacular Trixie would like to run into you and not hear about that particular peccadillo again. She's gotten quite bored with pointing out that it wasn't her fault in the first place."

Twilight reared back indignantly. "Peccadillo? Why you dissembling little..."

She fell silent as Pip pointedly cleared his throat, stepped forward, and gave Trixie a courteous bow with an apologetic nod to his employer. "I'm honored that you might ask, ma'am, but Doctor Sparkle is quite correct in saying I'm not available. And even if I were, I'm most assuredly not interested in breaking hearts."

He cast a fond glance in Apple Bloom's direction as his smile glinted in the golden west coast sunlight. "One pony's heart in particular..."

The red headed mare gave him a smile in return as she met his gaze, then turned back toward Trixie with a businesslike nod. "Actually, I think we oughta hear her out 'fore we slam th' barn door shut on a deal that might just be worth cuttin' fer Harmony Aeronautics."

Twilight and Pip rounded on her with eyes wide with surprise, as a thoughtful look settled on Soarin's face. The lavender unicorn blinked at her in disbelief. "Wh-what do you mean, Apple Bloom?"

The handymare gave her a shrug. "Well, it was somethin' ya said a minute ago, 'bout doin' an educational film about th' Harmony Harness. Zecora always says tellin' stories is a great way t' teach, and I reckon if'n more ponies know about th' harness, the more of 'em may want to get one for themselves. Puttin' it simple, seems like we could get some good advertisin' out o' Trixie's movies. I reckon we could get folks mighty excited 'bout our product."

She looked the show mare over with an appraising eye. "What if we said she don't get t' make her movies 'bout Pip unless she makes 'em 'bout the flight harness too. Seems like a way fer him t' work for us and her, if'n he wanted."

A canny look settled on her face. "And o' course in that case you'd have t' send along somepony t' maintain th' harness. Keep our colt here flyin' straight n' all."

Trixie pursed her lips thoughtfully. "Hmmm. Yeah, we could work up a serial story of some kind, sort of an adventure thing like Daring Do, but with fewer plot convenient wing breaks. Sounds like a good angle."

She brightened up, hiking her tail as a look of inspiration blossomed on her face. "In fact, it's a GREAT angle! Yeah! That's dynamite! It's gold, pure gold! A once in a lifetime opportunity!"

The azure unicorn cocked an eyebrow at Apple Bloom, sizing the young mare up in turn. "The Spectacular Trixie likes the way you think, filly."

Soarin stepped forward and caught her eye with a bob of his head. "You mentioned showing these films all across Equestria. What kind of venues we talkin' about here?"

A grin spread across the flashy unicorn's face as she settled into a well worn passage of her sales pitch. "Well you might ask, sport. There's little theaters in every town, village, and hamlet in Equestria, and a lot of 'em don't see a lot of action aside from the annual Hearth's Warming pageant and B.P.O.P. meetings. That's 'cos as much as ponies enjoy their live theater or vaudeville, that sort of thing can be pretty pricey to put on, not to mention all the other hassle of staging a show."

She reared up with a dramatic flourish, her smug smile widening as she spoke. "But with the Spectacular Trixie's movies, theater owners can put on a lavish production rivaling Rodeo City Music Hall or the Canterlot Opera House, and all in vibrant, living color."

Twilight gave her a skeptical look, her senses piqued for any hint of deception. "Color films?"

The show mare nodded with immense self satisfaction. "Not just color movies. Trixiecolor! An alchemical process created by yours truly that develops film with all the colors of the rainbow and beyond! I can make movies look more real than reality!"

She examined the sheen on a fore hoof as she gave off an air of detached pride. "And they can stage these glorious shows all year round for a fraction of the bits and no more hassle than collecting tickets and sweeping up the popcorn afterward."

Trixie gave Twilight a wink. "You're not the only pony with a world shaking invention on your hooves, Sparkle."

She drew herself up with toss of her powder blue mane. "Which is why we ought to work together. Two geniuses, pooling their talents and showing the world the ol' razzle dazzle like they'll never forget."

The azure unicorn favored her longtime rival with a smile. "If you can't beat 'em, join 'em. That's what the Spectacular Trixie always says."

Twilight rolled her eyes. "That is not what you always say, Lulamoon." She dropped into a nasal imitation of the show mare's voice. "What you always say is 'Anything you can do, I can do better.'"

The showmare gave a huff of frustration, shattering her affected air of coolness. "Well let's unpack that baggage, Sparkle. Trixie gave up calling herself 'The Great And Powerful' after repeatedly coming in second to the so called Element of Magic and her little clique of calamities. Even when Trixie won this or that battle she always wound up eventually losing the war."

Trixie started counting on her hooves for emphasis. "She can't call herself the 'Awesome Trixie' after almost breaking her neck in Cloudsdale challenging that rainbooming braggart Rainbow Dash, and she gave up on being the 'Fabulous Trixie' after that debacle at the Manehattan Fashion Fest."

A pained look washed momentarily across her face, before vanishing behind a confident grin. "After tangling with the quiet one in that... magic rabbit incident, Trixie did a bit of soul searching, and realized the trick wasn't to do anything better than anypony, but to figure out what Trixie does best that nopony else can, and be the best in the world at that."

She reared up, her horn sparking to life as a small phantasmagoria of colorful fireworks appeared behind her as a backdrop. "And what Trixie does best is spectacle! She was put on this earth to dazzle and amaze, to brighten the pony folks' drab little existences with her peerless illusions!"

The fireworks faded as she dropped back to all fours and met Twilight's eye with a wry expression on her face. "It's funny, really, but it was something your apple farmer friend said to Trixie while we were behind her barn scrubbing all that mud and carrot juice off of me. She said Trixie was 'nothin' but show'."

Her eyes lit up with fondly remembered insight as she spoke. "And so the Spectacular Trixie thought to herself as she took that long, lonely train ride back to Fillydelphia: What's wrong with being all show? Why not embrace it? Why not dedicate the Spectacular Trixie's considerable skills to putting on the best show ever!"

Apple Bloom gave her a dubious look. "I remember that particular fracas. I don't reckon AJ intended it as a compliment. We were cleanin' lettuce outta th' rain gutters fer days."

The azure unicorn favored her with a smile. "Trixie thought you looked familiar. She can definitely see the family resemblance."

She winked approvingly at the young mare. "You've filled out nicely since the last time Trixie saw you. Trixie can see why smiley here's got a thing for you." The youthful couple responded with a shy blush, digging their hooves in the grass almost in unison.

She let out a sigh. "The Spectacular Trixie has no illusions about what your big sister thought of me, or your sister in law, for that matter." She gave a slight wince. "Trixie's used to getting cussed out, but she'll never forget hearing it in a voice like a summer breeze whispering through a meadow full of posies."

The show mare regained her brash expression. "But regardless, it was a moment of clarity. Why challenge other ponies for what was obviously the Spectacular Trixie's destined place in the sun? She might not be the most powerful unicorn, or the most daring, or the most fashionable, but by the great spotlights in the sky she's the best a putting on a show."

A tiny firework leapt from her horn and went off with a pop to punctuate her words, and she looked at Twilight with a hopeful smile. "And now Trixie sees that the way forward is to co-operate. Join forces for something bigger and better. So how about it, Sparkle? You wanna hitch our wagons to each other's stars?"

She turned to Pip. "And what about you, gorgeous? You wanna be that star?"

Pip shared a look with Apple Bloom, receiving a nod from the red haired apple of his eye, and gave Trixie a winning smile. "Throw in a few swashbuckling pirate stories, and I'll consider it."

He nodded toward Twilight. "But first, I'm afraid I must defer to my employers regarding my obligations to them and their purposes."

Soarin chimed in with a bob of his head toward the empty frame of the Luna Moth. "Yeah, and speaking of those, we need to get underway. We've still got a race to run, kid."

Pip flashed him a grin. "Too right, old bean. Lets get cracking, eh what?"

With that, he gave Trixie a polite bow and trotted away with Apple Bloom and Soarin in tow, intent on helping him strap into the flight harness. Trixie cast a glance back at Featherweight, and flicked her horn toward the racers and their chief engineer. The scrawny stallion snapped off a salute and hurried over to join them. He brought out his camera apparatus and set to filming them, taking to the air to hover in a wide circle around their busy pre-flight routine. This left Twilight and Trixie standing face to face, alone.

The lavender unicorn expression had settled into a pensive stare, with only a bit of crossness creasing her brow as she looked at the azure show mare. "I'll need to talk all this over with my partner Rarity before I can give you a final decision, Trixie."

Her harried expression deepened as she glared at her longtime rival. "And I'm gonna be late picking her up from the Los Pegasus City Jail because of you."

Trixie threw back her head with a harsh bark of laughter. "HAH! What'd ol' Greenielocks do to land in the Lo Peg slammer?"

Twilight's ears laid back, both in irritation at the azure unicorn's derision and regret for letting that particular detail slip to exactly the wrong mare.

Trixie held up a hoof to forestall her spluttering response. "Tell you what, Sparkle, you can tell me on the way. I've got a cab waiting for me out by the farmhouse. As a gesture of goodwill, I'll be happy to drop a few bits on picking up your hoodlum friend from the clink."

The lavender unicorn ground her hooves in the alfalfa stubble, a small wisp of black smoke rising above her head as her violet eyes bored into the azure impresario's smug expression. A brief vision of a tangle maned, grubby faced feral Rarity standing on a city guard's desk having a shrieking conniption while ponies in white coats armed with nets came running crossed through Twilight's mind.

With a growl and a bob of her horn, she set out for the yellow checkered wagon waiting in the distance by the Apple family hacienda. "Ffffffine. Come on..."

***

Twilight and Trixie came trotting into the reception area of the Los Pegasus guard headquarters and approached the sergeant's desk, an anxious look on the lavender scholar's face while the azure showmare exuded cool detachment behind her sunglasses. The matronly earth pony mare behind the desk sat with slouched posture and an expression of weary, much tried patience.

Twlight stepped up to the imposing wood paneled edifice and tentatively cleared her throat. "Er... Hello. I'm Doctor Twilight Sparkle, and I'm here to pick up one Ms. Rarity Belle."

The guard sergeant let out a long, grinding sigh. She inclined her head and called under her desk with a raspy, world weary voice as she rapped a hoof on the scuffed masonite surface. "Your ride's here, fruitcake. Time to come outta there."

She rolled her chair back out of the way as a grime and tear streaked, tattered and tangled Rarity furtively poked her head up and peered about like an owl at noontime. She smiled the briefest smile of heartfelt relief as she saw Twilight, an expression that dissolved into panic as soon as she laid eyes on Trixie. She let out a strangled squawk and dove back under the desk.

The sergeant let out another weary sigh as the unicorn crouching under her post cried out in a voice strident with indignation. "What is SHE doing here?"

Twilight brought a hoof to her face and did a credible imitation of the desk sergeant. "Rarity..."

A muffled tirade issued forth from behind the paneling. "Bad enough that I get dragged out of bed and perp walked off the airship in front of the entire elite of Equestria. Bad enough I have to spend the night in a succession of positively filthy cells. Bad enough I have to endure a very brusque interrogation concluding with an illuminated tour of my alimentary canal for the city guard. Bad enough that I am tired, hungry, unwashed, ungroomed, and wedged under a desk next to the hooves of a mare who needs very badly to change her Dr. Foal's corrective horseshoes."

Her disheveled head popped up briefly. "No offense, darling."

The sergeant let out another sigh. "None taken."

Rarity's voice returned to its keening screech once she was back underneath. "No, all that is bad enough, but then YOU have to go ahead and bring the WORST possible pony in all of Equestria to witness me at my absolute nadir! What's next? A parade down Main Street? Or maybe get Photo Finish to do a shoot! Or just get anypony to shoot me! They'd be doing me a flippin' favor!"

Trixie rolled her eyes over the tops of her sunglasses. "And they call the Spectacular Trixie a drama queen."

Twilight gave her a scalding look, and then turned back toward her partner's redoubt, stomping a hoof on the tiled floor as her meagre store of patience dried up. "Rarity, come out of there!"

A silvery shriek issued forth in reply. "NO!"

Trixie edged closer to Twilight and murmured out of the side of her mouth. "The Spectacular Trixie can take care of your friend, if you'd do the honors of moving the desk out of the way."

She tsked and rolled her eyes again at the lavender unicorn's dubious glare. "Trixie knows what you're thinking, but she means literally take care of her, all right? Just trust Trixie, she's trying to prove her bona fides here."

With a wary look at her longtime rival, Twilight turned toward the massive desk and enveloped it in her sparkling purple magic, lifting it and the nonplussed earth pony mare occupying it twenty hooves into the air, leaving the huddled figure of Rarity crouched on her belly with her hooves over her face. She let out another shriek. "Nooo! Nopony must gaze upon the hideous creature that I've become!"

Trixie sparked her horn to life and fired a blast of magic at the grubby, tangle maned mess of a mare, enveloping her in a shimmering whirlwind. Coruscating waves of pale blue washed across Rarity's greyed out hide, leaving pristine white in their wake. The effect swept through the birds' nests of her mane and tail, winding her tresses into glossy smooth curls.

The alabaster unicorn let out a gasp as she scrambled to her feet, raising a trembling hoof to her cheek. "I... Oh thank Celestia, I'm beautiful again!"

The azure show mare let her horn go still with an arch expression on her face. "More like thank the Spectacular Trixie, glamour puss."

Rarity approached her, meeting her eyes with a solemn gaze and an earnest smile, and reached out a hoof. "Indeed. You're quite right, my dear. Thank you."

Trixie took her hoof and shook it, casting a smug look at Twilight. "See? The Spectacular Trixie can use her powers for good if she wants."

The lavender mare set the huge desk down with a clunk, leaving the sergeant blinking in consternation as the fluttering papers settled around her with a rustle. Twilight gave a toss of her mane and jerked her head toward the doors. "Yeah yeah. Now come on, the meter on your cab's running."

She turned to her partner and bobbed her horn toward the azure show pony as her two fellow unicorn mares fell into step beside her. "Trixie has a business proposal for Harmony Aeronautics, Rarity."

The alabaster fashionista favored Trixie with a genteel smile as they trotted out into the bright Los Pegasus sunlight. "I'd be more than happy to hear her out, but first I'd like to request a little side trip, darlings."

As the sound of their hooves receded down the marble steps of the guard headquarters, the desk sergeant let out a final sigh, set out a "Back in 5 Minutes" sign, and tottered away to go lie down on the break room couch.

***

Trixie and Twilight sat impatiently in the cab wagon, the lavender scholar slouched petulantly by the window as the azure showmare tapped her hoof and repeatedly glanced at the ticking meter hanging from the cabbie's harness. Rarity stood at the back of the yellow checkered wagon, supervising as a cadre of burly porters in royal blue uniforms loaded a mountain of luggage into the cab's trunk.

Sterling set the last hatbox in among the tightly packed cargo and shoved the trunk lid closed with difficulty, then turned to face Rarity with a bow. "There you go, Milady. All set."

He cleared his throat and doffed his cap, holding it over his brass buttoned chest as he cast his eyes toward the ground. "The lads and lasses are sorry to see you go ma'am. We hope you can forgive us for your rough handling toward the end there."

Rarity favored him with a smile and batted her eyelashes at him. "It's not your fault, darling. You all were just obeying orders, and you have a duty to protect the ship and all of its passengers. Rest assured I don't bear any ill will."

Her sapphire eyes flashed and narrowed as she spotted Drawstring the purser approaching. "To you ponies among the crew at any rate. The officers, on the other hoof..."

The prissy unicorn stallion stepped up to Rarity, tugging sheepishly at his collar before he snapped to attention and gave her a bow. He cleared his throat and addressed her in a halting voice. "Er... Miss Rarity, on behalf of the Royal Blue Airship Line, I want to extend our humblest apologies for what was clearly a case of mistaken identity, and for any inconvenience that may have resulted. We sincerely hope you enjoyed your flight with us up to that point, and would be most gratified if you'd consider traveling with us again someday."

A bloom of red rage washed across Rarity's alabaster face and receded as she swallowed it, her expression settling to an icy mask of pristine composure with only the barest glint of flame in the depths of her eyes. She drew herself up and extended a dainty hoof toward the purser, which he eagerly accepted.

All heads snapped around in alarm as a fierce battle cry echoed up and down the busy street beneath the distant curve of the Ambrosia's prow, tethered to the platform high above. "Hiiiiiii YA! Hikeeba!"

Drawstring barely had time to yelp with alarm as he was flipped through the air in a judo throw and slammed onto the sidewalk with a resounding WHAP! All around the porters winced as the ship's purser let out a strangled wheeze and curled his hooves to his body like a swatted bug.

Rarity leaned over him with an immensely satisfied expression on her pale face. "Apology most cordially accepted, sir. I regret that I shall be forgoing your company's services and arranging my own air conveyance in the future, and I assure you that I will be urging all of my numerous friends and associates to do the same. I do hope you enjoyed your flight, though."

With that, she spun on her hoof, raised her snout in the air with a silvery "hmph!" and high stepped to the cab with her tail hiked proudly and her mane bouncing with every step.

Twilight brought a hoof to her face and slouched in her seat as Trixie let out a chuckle. "You know what, Sparkle? The Spectacular Trixie thinks she's beginning to appreciate your friend's sense of style after all."

***

Pip and Soarin climbed rapidly over the sprawling coastal city, rising to the level of the cloud terraces that crowned Los Pegasus' soaring marble skyscrapers. Colorful herds of pegasi gathered on the white billows to watch and cheer on the racers as the various teams of ponies and non-ponies alike passed between the Cavalry Plaza towers and started on their journey south.

A loud roar of approval echoed in the distance as a trio of winged figures passed over the crowd's heads dragging two trails of lightning lit black smoke and a coruscating rainbow behind them.

Pip grinned at his wing pony. "I say, looks like our chums from the Wonderbolts made it through all that sandstorm business all right."

Soarin nodded back. "Yeah, but if I know Dash she probably dragged them through some kind of crazy shortcut that would have made them wish they'd just gone through the storm."

The young earth pony chuckled, then perked up his ears as another team hove into view, the red suited, tawny winged Golden and Granola Bay. The hometown crowd cheered even louder as they soared past.

The Harmony Aeronautics team traded a determined nod and flared their wings as they approached the unofficial starting line for the next leg of the race. Both stallions' faces fell, their ears laying back as the unmistakable sound of booing and jeers rose over the sound of muted applause.

Pip looked at the winged spectators shaking their clenched hooves at them with a frown on his youthful face and a furrow in his brow. "Oh dear... Seems they don't like us very much, old sock."

Soarin's mouth set in a grim line as he stared straight ahead. "I was afraid of this happening in Ponyville, but I guess I really should have expected it here in Equestria's cloud belt. There's more pegasi who don't mix as freely with landstanders out here."

He cast a wan glance at his companion. "I'm really sorry about this, kid. Try not to let 'em get to ya."

Pip raised his head with a stern look on his coltish face. "Hardly your fault, old chum. Sticks and stones and all that, eh what?'

A faint smile tweaked at the corners of the veteran flyer's lips as he gave a nod. "Well, if it's any comfort, any of those cloudhoppers who're booing us wouldn't know a stick or a stone if it smacked 'em in the rump. I'd keep an eye out for... HEY!"

He was cut off with a rushing surge of headwind as the burly forms of Air Hammer and Ice Tongs rocketed past, buffeting them with the force of their wingwash. Pip let out a clipped cry of alarm, flailing and tumbling as he was blown into a tailspin.

Air Hammer bellowed over his shoulder with a scowl. "Clear the flight path, amateur hour!"

Ice Tongs brayed with laughter as he called back as well. "Next time, keep yer hooves in da dirt, ground pounder!"

Soarin veered to assist his youthful partner with an ozone tinged curse under his breath, rolling away as he saw Pip recover his bearings and level out. He leveled out himself and called out to him, his ears laid back at the sound of laughter and more jeers coming from the onlooking crowds below. "You okay, kid?"

Pip shook his head to clear it and gave his wing pony a sparkling grin. "I say, I think we'll have to give those two bounders a piece of our mind. What say we wait for them at the finish line in Canterlot, eh?"

Soarin let out a laugh and settled into formation next to him. "Yeah, I think I can make that appointment. Those two palookas hardly have any pieces of mind between 'em as it is. Now lets show 'em all what an earth pony and his washed up, has been wingcolt can do."

They edged closer and bumped hooves, then pumped their wings to pick up speed and clear Los Pegasus airspace.

***

The heat rose in worm like ripples in the stark open sky of the San Palomino desert as a bizarre contraption was brought to the lip of a sandstone cave set in a high cliff face, carried on the backs of a ragged pair of scrawny, black clad unicorn ponies.

A single wide wing of dark canvas with a scalloped trailing edge bridged between the harnesses they wore, each with a cylindrical nacelle loaded with a half dozen shark grinning phlogiston rockets centered over their backs. Between the rocket banks, a haphazard cluster of bundles and packs was securely tethered, containing the lightest load of supplies they dared to take. The scattered remains of a furious night's work and a litter of discarded equipment lay across the cave floor.

Doctor Insanity turned to his brother, lowering his dark goggles into place with a deadpan expression on his face. "It's several hundred miles to Canterlot. We've got two days worth of food and water, a dozen rocket engines, and when it gets dark, we'll be wearing sunglasses."

Professor Destiny gave a solemn nod, staring out over the dunes through his own smoked goggles. "Hit it."

With that, they sparked their horns, each igniting a single rocket in the clusters on their backs. The sinister black missiles flared to life with sickly green flame, launching them into the scorching thermals with a whoop of exultation and stark terror.

***

A short distance away, a squad of sullen faced pegasi soared over the desert in a search formation, broiling in their bronze armor despite the high altitude. Their mistress of the day's sun was bearing down with its full force from above and rebounding off of the yellow dunes below, leaving them feeling like they were baking in a vast oven.

They ignored the glint of armor on their brothers in the guard crisscrossing the sweltering sky in the distance, searching for any sign of the fugitives they'd been tasked by their eternal sovereigns to find and capture.

Short of the happy news that their commander Sir Concord and the cohort of wounded had returned from Ponyville miraculously cured of their bizarre afflictions, save for a vaguely purplish tinge to Concord's pale coat, there had been little to lighten their mood. In their minds, the stifling heat was emblematic of the Princess' disappointment in their failure, and it rankled them greatly.

The young private at the starboard tip of this particular squad did a double take as he saw a crescent of black smoke rising from among the sandstone mountains to the south. He called to his sergeant with a swelling note of elation in his voice. "Sarge! Contact! Three o' clock high!"

A savage grin spread across his squad leader's face, and he signaled for pursuit formation as he unslung a bronze horn from his shoulder and raised it to his lips, loosing a blast that echoed across the vastness of the San Palomino.

With that, they wheeled and drew a bead on the receding contrails, pumping their wings to catch their long sought quarry. As they hurtled above the dunes, more and more squads veered from their search pattern, matched speed, and fell into formation, the pursuit growing steadily to a vast column of vengeful, heavily armed and armored pegasi that rang with battle cries and the blare of horns.

***

After a hectic round of sorting and packing, Rarity's luggage had been reduced to absolute essentials and loaded onto the Friend Ship with the help of Apple Bloom's Aunt Gala and cousin Candy. The rest, the alabaster mare grudgingly allowed, would be shipped to the Carousel Boutique in Ponyville.

Finally, after the young handymare had trotted off to say her goodbyes to the Los Pegasus branch of her extensive family tree, a trio of unicorn mares stood in the looming shadow of the purple balloon and parted with a shake of their hooves.

The azure showmare allowed a bit of genuine warmth into her smile as she bobbed her horn to the owners of Harmony Aeronautics. "Well, the Spectacular Trixie wishes you the best of luck on your trip. She'll be in touch once you put in to Canterlot with a proposal."

Rarity gave her a magnanimous smile of her own. "We'll be looking forward to it, darling. I think our dear, practical Apple Bloom is quite right, this could be a fabulous opportunity for both our companies."

Twilight nodded, as a smile spread on her face as well. "Well Lulamoon, in spite of all our differences over the years, I have to hoof it to you. You're the better pony for being the first to set aside our mutual antagonism and seeing your way to a truce."

The flamboyant unicorn drew herself up proudly, the sun glinting golden off of her sunglasses. "Was there ever any doubt, Sparkle?"

She gave a nod toward the balloon. "Now get going. The Spectacular Trixie wants to know how this story's gonna pan out. If it's got a happy ending, maybe she'll want to option it for a movie."

Rarity and Twilight shared a glance and a chuckle, as the lavender mare grinned at her former rival. "We'll do our best to stick to the script. Best of luck, Spectacular Trixie."

The showmare gave a laugh as she wheeled to trot to her cab, calling merrily over her shoulder as she went. "Same to you, Doctor Sparkle. See you after the credits have rolled."

Part 41 - Aerobatics

Soarin's lonely vigil wore on into the night, and his eyelids were beginning to droop as he sat on the pillowy tuft of cloud and fought back the urge to nod off. A nagging sense of obligation kept him from curling up and going to sleep, as badly as he both needed and wanted to, a desire to face Baron Redtail when he and his retinue arrived. If he arrived. As dearly as Soarin wished to avoid the duel entirely, it somehow felt wrong to assume the griffins' late showing meant he was off the hook.

The gentle, cool breeze off the bay and the low murmur from the Pegathalon's racer's camp below was doing him no favors, and his chin began to inexorably drift toward his chest. He slouched in his seat, just beginning to drift off, when he suddenly woke with a start to a voice speaking behind him. "Uh... Y'got a minute to talk a li'l bit, Lieutenant?"

Soarin rubbed his eyes and turned to see Shootin' Star standing a short distance away on his own little cloud, the hood on his Wonderbolts flight suit folded back over his withers and a grave expression on his dusky purple face. He averted his eyes as the older stallion turned to face him. "If'n y'don't mind, that is."

The sky blue veteran pegasus hid a yawn behind an upraised hoof as he rotated his cloud toward his former teammate. He gave a slight nod. "Sure, rook. Pull up a cloud. What's on your mind?"

Shootin' Star gave a diffident shrug. "Quite a few things, since th' last time we... uh... th' last time we uh... met in Appleloosa. I guess I just wanna square things up twixt th' two of us."

Soarin pursed his lips and looked at the younger stallion warily. "Okay..."

The rookie Wonderbolt pawed at his cloud. "Well, th' long n' short of it is that I reckon I earned th' whuppin' ya laid on me at th' Salt Lick fer bein' such an ornery varmint t' ya when..."

The veteran stunt flyer raised a hoof, cutting him off. "Take a step back, kid. What I did back there wasn't about me. It was because you laid a hoof on the mare that I love. You coulda kicked me in the head all night. Hail, I probably would have deserved it for all the times I screwed up or slacked off while we were in the 'Bolts together."

His eyes narrowed with a dangerous gleam in their depths. "But if you or anypony else puts a bruise on my sweet Apple, then you'd better pray for a tailwind 'cos there will be a cyclone on your six."

Shootin' Star swallowed hard and bowed his head. "I understand, Lieutenant. I surely do. And I hope at th' end of this here race you'll consent t' let me give yer gal a proper apology for th' wrong that I done her."

The tension ablated from Soarin's posture as his expression softened. "That's a better way to start, rook."

The younger pegasus gave a nod. "And I still wanna apologize to ya fer all th' other harsh words n' rough treatment I done gave ya over th' years."

He fidgeted and averted his gaze. "Dash n' th' Cap done gave me an earful 'bout bein' true t' yer team mates, and I guess I didn't do such a good job of it. "

His wings drooped as he continued, a slight hitch in his voice. "Y'know, y'all were one o' my heroes when I was just a li'l colt. Y'all were part o' the whole reason I wanted t' be a Wonderbolt myself. But when I finally made it up t' yer level n' saw y'all havin' th' troubles y'were havin', I guess ya kinda fell offa th' high cloud I'd set ya on. I reckon I let my pride get in th' way and couldn't see ya needed a helpin' hoof, and not a buck in th' rump."

A weary smile crossed Soarin's features as he edged his cloud over to Shootin' Star's with a beat of his wings, allowing the two tiny cumulous puffs to merge into a single mass. He laid a hoof on the young stallion's shoulder. "Listen, kid. I think I owe you an apology for bein' such a disappointment. You and everypony else who expected the best of the best and got a washed up, out of shape has been instead."

Shootin' Star gave another shrug as he scrutinized the cloud at his hooves. "Aw shucks. I don't think anypony's got much call t'say yer washed up or a has been after all you done in this consarned race. And that especially counts fer th' righteous rump buckin' y'all gave me."

The corner of Soarin's mouth cocked into a wry grin. "Well, I don't think either of us would want that in the record books, so how about we just let the past settle out and run the rest of this steeplechase as friends, huh?"

The younger pegasus brightened, a smile of his own warming his dusky purple features. "Not just friends, Lieutenant. Squaddies. Now n' from here on out."

He raised a fore hoof, spat on it, and extended it to his erstwhile teammate. Soaren gave him a fond grin, spat into his own hoof, and accepted the hoofshake. Their eyes met, and a spark of camaraderie passed between them as they set their hooves down on the cloud again.

Shootin' Star's brow furrowed as he gave a nod toward the Southern horizon. "Yo. I think them griffins y'been waitin' for are approachin' yonder."

Soarin turned to look, and saw a pair of beaked, leonine figures approaching, the clear moonlight casting a silvery sheen across their wings and reflecting on their goggles. They drew a small sky cart behind them, with a third griffin wrapped in blankets and riding as a passenger.

He turned back to the young stallion with a nod as he stood and flared his wings to take off. "Yeah, better go meet 'em. I guess I'll catch you later, kid. Best o' luck on the rest of the race."

Shootin' Star shook his head and stood. "Nuthin' doin', Lieutenant. I'm comin' with ya."

Soarin gave a shrug. "It's too late at night to argue with ya, so okay. Come on."

***

The trio of griffins came in for a landing on the outskirts of the racers' camp, yawning and stretching their wings as Soarin and Shootin' Star touched down and stepped forward to meet them.

The sky blue pegasus drew himself up and gave a nod in greeting. "Hello, Baron. I couldn't help but notice that you're running kinda late."

The red plumed griffin gave him a stiff necked bow in return. "Lieutenant Soarin. I humbly apologize for the delay, but my maidservant injured her ving, and ve had to acquire proper transport for her in Los Pegasus."

At this, his burly batsgriffin Gunther grumbled under his breath. "Ve could have just left her there."

The Baron rounded on him, the feathers on his neck bristling like a pine cone as he bared his teeth in a snarl. "SILENCE! Vun more vurd out of you and ve vill see vhat parts of you get left behind." The two pegasi stallions recoiled slightly from the savagery of the noble griffin's response, as Gunther crouched in supplication.

Greta's soft, pleading voice cut through the harsh tension in the air as she reared up with her claws on the leading edge of the cart, the blanket falling down from her shoulders to reveal her bandaged wing. "Your excellency, please... Gunther is right, I am a burden to you like this."

The griffin aristocrat let out a long, weary sigh, his hackles relaxing as he rubbed the bridge of his beak between thumb and foretalon. "I'll decide vhat is a burden. Just... just make yourself useful and help Gunther unload the cart, Miss VonBeakstein."

As his servants got to work, he took a step forward and gave another bow. "I apologize for that outburst, it has been a long, veary flight, and I am unaccustomed to pulling a cart."

He straightened up and met Soarin's gaze. Now that he was close, the sky blue pegasus could see that the griffin was looking a bit worse for wear, with dark bags under his eyes and a general impression of frazzled exhaustion in his disheveled feathers and slightly matted fur.

The Baron summoned what dignity he could and addressed him. "I am ready to discuss the terms of our duel, Lieutenant." He gave a nod to Shootin' Star. "Is this your second?"

The younger pegasus stallion answered before Soarin could. "Durn straight I am!"

Soarin rounded on him with a look of consternation on his sky blue features. "Hang on a minute, rook. Pip already made me that offer and I said yes."

Shootin' Star shook his head. "With all due respect, Lieutenant, I'm sure he's a fine feller n' all, but ya need a natural born flyer backin' ya."

He met Soarin's gaze with a matter of fact stare. "And more t' th' point, this is squad business. Ya throw down on one o' th' 'Bolts, ya throw down on 'em all."

The sky blue pegasus reached up a hoof to rub his temple. "Okay, the three of us will talk this over later."

He turned to face Baron Redtail. "I move that we save this 'til morning. I could use some sleep, and if you'll pardon my saying, your excellency, you look like a week's worth of wintery mix right now."

The griffon noble pursed his beak and self consciously smoothed back some of the ruffled feathers on his cheek. "I've been a bit... distracted... of late... and... vell..."

He cast a glance over his shoulder at Greta and Gunther, gave a furtive look toward Shootin' Star, and then leaned forward and spoke in a low voice to Soarin. "Can ve talk? Just between the two of us, Lieutenant?"

Soarin reached up a hoof to cover a yawn. "Well..."

Before the sky blue pegasus could finish his answer the Baron was hustling him away, several yards down the beach toward the edge of the water. When they came to a stop he reared up and grasped Soarin by the lapels of his flight jacket, a frantic edge creeping into his voice as he spoke in a harsh whisper. "Vhat have you and your mate done to me, pony? Vhat have you done?"

Soarin held up a hoof to stop Shootin' Star as the young Wonderbolt made to come over, then turned to the griffin noble with a cocked eyebrow. "Uh... What have we done?"

Redtail let him loose and started pacing in a tight little circle. "You have thrown everything into an uproar, that is vhat you have done. My thoughts are disordered. It is as if I am mad, or under a spell. Vhy do I care how soft and sleek my maidservant's pelt is? How graceful the tapering of her primary feathers. The vinsome shyness of her smile. The sveet music of her voice. Vhy do I notice the color of her eyes, or how the sunlight shines in their bottomless depths? Vhy am I talking in bad poetry all of a sudden?"

He stopped and turned back toward Soarin, sitting heavily onto his haunches and wringing his talons as he spoke. "I am her lord and master, she is my faithful lackey, and yet I pull her for hundreds of miles in a cart vithout a second thought because I suddenly cannot bear to be parted from her."

The stricken griffin ran his shaking claws through his disheveled crest, a haunted expression on his face. "Vhy couldn't you just use my debt to you from the prison fire to veasel out of our duel? Vhy did you have to make me... make me... listen to that... that b-beautiful creature? Vhy did your mate have to encourage her to bare her heart to me?"

Soarin gave a noncommittal shrug. "Well, she's the Element of Honesty. It's a pony thing."

He cocked an eyebrow at the slightly trembling griffin. "I can tell you're upset, your excellency, but I'm kinda not understanding why. Greta seems like a nice enough girl, cold claws and cloudside mannner notwithstanding. It seems to me like you've fallen for her, and she's crazy about you too. What's the problem?"

The Baron slumped his shoulders, carving furrows in the gravel with his talons. "You've destroyed me, Vunderbolt. As surely as if you'd plunged a spear through my back. How can I carry on as a noble varrior vhen I... I fear death?"

Soarin's brow furrowed as he met the griffon's wavering gaze. "Well... who doesn't?"

Redtail shuddered. "I didn't used to. I vas prepared to go bravely to vhatever grave avaited me as long as it vas from an honorable end. Now..."

He swallowed hard and took a sidelong glance toward his servants, his gaze lingering on the svelte figure of Greta as she stole her own glance in their direction. He met the pegasus stallion's eyes with a pleading look. "Now I am terrified of the thought of leaving her... leaving her alone vith a broken heart."

A snarl bunched his brow as he hissed bitterly at the retired Wonderbolt. "If I thought that you two ponies had done this to me on purpose, I vould be so cross vith you."

Soarin cleared his throat uncomfortably and pawed at the ground. "Uh... Well, for what it's worth, I'm not in too much of a hurry to bite the dust either, Baron."

He put his hoof down firmly on the gravel beach. "Look... Where does all this angst leave us? You wanna call this whole stupid duel thing off now? I'd be more than happy to let the whole thing drop if you do."

The disheveled griffin gave a fitful shake of his head. "N-no... No. I cannot. I am still a scion of the noble aeries. I cannot stain my honor that vay. I demanded this challenge, I cannot back down from it, no matter vhat sort of personal crisis I might be having. It is the vay of my people."

Soarin drew himself up with a snort of frustration. "Well ya know what? I'm sick of flying this corkscrew with you. I don't give a flying hailstone about all this 'noble warrior' sleet. If you insist on dying for whatever birdbrained idea of honor your people cooked up to thin out the flock, that's your lookout."

He stepped forward and poked at the Baron's chest with a hoof. "We're gonna settle this once and for all, and you'd better bring your top tier game tomorrow..." He pointed toward Greta, who sat forlornly watching in the distance with Gunther and Shootin' Star nearby. "...for her sake, cos' I plan on living for the mare who loves me. Now if you'll excuse me, I need to go write her a letter, and then get some shuteye. I'll see you here at dawn."

With that, he wheeled and took to the air, leaving Redtail staring after him in a slouching daze. Shootin' Star started at his former team mate's sudden departure, gave a halting nod to the Baron's servants, and went fluttering after him.

***

In the small hours of the morning, Spike slept soundly as the rumbling of his snores rippled the canvas of the small but sturdy tent he'd curled up under for the night. Nearby, Quillina's pink and yellow pavilion sat, with only the faintest buzz of the dragonette's dainty snore forming a soft counter rhythm.

The deep, grating noise was broken up into sputters and snorts of partial wakefulness as the hoof of a silhouetted pegasus rapped on the young drake's forehead. His heavy lidded eyes blinked open, gleaming green in the darkness as he mumbled in confusion. "Twilight?"

The pegasus ruffled his wings and proffered a bound scroll. "Spike. It's Soarin. Sorry to wake you but..."

The dragon's head flopped back down on his pillow, his eyes rolling closed. "You're not Twilight..."

Soarin prodded at his head with a little more force. "Spike. I need a favor. Can you send a note to Applejack for me?"

The green eyes edged open again, his voice thick and drowsy. "Applejack?"

The winged pony silhouette nodded, producing a lumpy bag that he set down by Spike's slightly smoldering pillow. "Yeah. If you can just send her this note, I'll give you the last of my stock of Sweet Apple Acres apples."

The dragon shifted his bulk with a sigh followed by an intake of breath. "Deal."

With that, he puffed out his cheeks and blew a jet of green flame, illuminating his and Soarin's faces in its glow. The sky blue pegasus gingerly held out his scroll and dipped it in the fiery stream, flinching back with flared wings as it sublimed into sparkling ash.

A moment later the flame faded, plunging them into starlit darkness once more. Soarin gave a nod and tip hoofed away. "Thanks, pal. I appreciate it. G'night."

Spike murmured to himself as he rolled over, scooping the bag in a claw and cradling it to his leathery chest. "mmmmm apple cobbler with a citrine crust... Don' mind if I do..."

***

Dawn broke over Vanhoover with a cool, clear light, stretching shadows westward from the hooves and talons of the assembly of ponies and griffins standing on the pebbly beach, their low murmur of conversation accompanied by the wash of the tide. A pair of small clouds, not even twenty hooves across, hovered in place a few wingbeats in the air.

The Harmony Aeronautics team and the Wonderbolts stood to one side conferring among themselves as they clustered around Soarin. Baron Redtail, and Greta stood facing them, the griffin noble and his maidservant wearing guardedly anxious expressions while Gunther busied himself at a table laying out an assortment of dueling weapons and scowling resentfully at the colorful equines.

Pip drew himself up with a frown on his handsome face as his gaze flicked from Soarin, to Apple Bloom, to Shootin' Star, to Twilight and Rarity. There was great reluctance in his tone of voice. "All right. Mister Shooting Star can be Soarin's second. I bow to your ruddy superior arguments."

The sky blue pegasus laid a hoof on the young earth pony's shoulder. "Don't take it so hard, kid. You and me have been wing to wing for hundreds of miles now, this'll be just a quick loop de loop over the bay, then we can get back on the skyway together."

Twilight nodded. "Right, and since our primary goal is getting you and the Luna Moth across the finish line, Pip, I think it's more prudent for you to sit this one out."

Apple Bloom nestled up to his side, entwining her tail with his and giving him a sidelong smile. "And I'm gonna want somepony t' hold hooves with me so I don't start bitin' on 'em. I got a feelin' this is gonna be a humdinger of a fight."

The youthful stallion's cheeks flushed a bit redder as his eyes went slightly out of focus. He shook it off and turned to Shootin' Star, extending a hoof to him. "I'll be expecting my chum here back in one piece, sir, or you and I will have words after this is all said and done."

The dusky purple pegasus stallion shook his hoof with a wry grin. "I reckon' how many pieces he'll be in is up t' him, fella. I aim t' have his back all th' same."

Spitfire furrowed her brow with a nod, muttering under her breath. "Yeah, you better."

Pip turned his attention to Soarin and took his hoof, his voice hitching slightly despite his stiff upper lip. "Best of luck, old bean. Or should I say, 'Clear Skies.'"

The sky blue pegasus gave him a smile and a nod. He reared slightly, his wings ruffling a bit, as Apple Bloom stepped forward and planted a sisterly kiss on his cheek. She grinned at him as she stepped back beside Pip. "That there's a placeholder fer when A.J. can get her hooves on ya. On behalf o' th' Apple family."

A sly smile appeared on Rarity's face, and she stepped up and gave Soarin a peck on the cheek as well, then turned toward Twilight and Rainbow Dash and bobbed her horn toward the startled pegasus. "And here's one for luck from Harmony Aeronautics... and the Elements of Harmony. Eh, girls?"

The lavender unicorn and cyan pegasus mares exchanged a wry glance, and both took their turns giving the blushing stallion a good luck kiss. Then Spitfire surged forward and gave him a full on smooch on the lips. When they disengaged, she met his dazed stare with a chuckle. "And that's from the Wonderbolts. Now go make us proud."

Soarin shook off his befuddlement with a wide grin, then turned to meet Shootin' Star's deadpan gaze. The younger stallion gave a flick of his tail. "I ain't kissin' ya."

The sky blue pegasus cleared his throat, and nodded toward his patiently waiting opponent. "Lets get this thing started."

The two stallions advanced at a trot toward the middle ground between the two groups, where they were met by Baron Redtail and Gunther, who greeted them with formal bows. The red plumed noble griffin gestured toward the table, the faintest tremor in his voice. "It is customary for the challenged party to select the veapons."

Soarin pursed his lips as he looked over the lethal assortment of blades, spears, javelins, wrist crossbows, nets, spiked draglines, and rotary glaives arrayed on the table. After a few moments of grim consideration, he reached out a hoof and pointed toward a pair of relatively simple curving blades that were roughly five hooves in length, with adjustable straps along the trailing edge.

He met the Baron's appraising gaze with a nod. "These."

The griffin aristocrat smiled. "Ah, vingsabers. A personal favorite, and a most excellent choice, Lieutenant."

Soarin gave him a curt nod, and turned to Shootin' Star. "Okay, Star. Help me get these things on."

In a few short moments both duelists had strapped the blades to the alulae of their wings with the sharp edges peeking out from underneath their leading primary feathers. Shootin' Star took a step back and looked wanly at the razor points of the wingsabers as Soarin half folded his wings. "Watch yer flanks there, compadre. Y'don't wanna jab yerself in th' cutie marks with them things."

The sky blue pegasus gave him a wry, sidelong smile. "Is that another crack about my weight, rook?"

A half beat later his brow furrowed as a thought seemed to strike him, and he turned and cast a thoughtful look at the Baron as Gunther tightened the straps on his own monogrammed set of sabers.

Once armed, the pegasus and griffin stepped up to one another and gave a formal bow, then met one another's eye as they straightened up.

Baron Redtail opened his beak to speak, but before he could a mournful cry sounded from Greta as she made to bound towards him, her forelegs spread to take him into a last embrace. She stopped short as Gunther rounded on her with a growl, freezing her in her tracks with a baleful glare. "You keep out of the vay, you meddling egg varmer. You've done enough damage."

As she quailed and slouched to her haunches with a sob, the burly griffin's hackles raised with a chill as a voice like an alpine winter sounded from his master. "Speak to her like that again, schveinevogel, and I vill show you how much damage I can do."

Redtail cast a longing look toward Greta as his batsgriffin meekly groveled at his feet, then turned his attention back to Soarin. He swallowed hard, and drew himself up to face his opponent. "I... I wish you the best of luck, Lieutenant."

Soarin's eyes narrowed as he gave a slight bob of his head. "And I wish you'd wise up and call this stupid thing off." He nodded in Greta's direction. "We both have better things to do."

The Baron's talons dug furrows in the gravel. "As I said. I c-cannot. I'm afraid I..."

The sky blue pegasus cut him off with a toss of his head. "Yeah, you are. But since you can't seem to get over it lets get on with this life or death aerial duel of yours."

The red plumed griffin's face hardened, and he gave another brief bow. "Very vell. Let us begin."

With that, they each took wing with their second in tow, heading toward the two small clouds that hovered above the edge of the water. The duelists took up positions facing one another, their wings flared and gleaming along the leading edge with steel, as Gunther and Shootin' Star pushed the tiny cumulous puffs out over the bay until they were about the length of a hoofball field apart. The two seconds shook hoof or claw with their leaders, then wheeled away and returned to shore, giving one another a formal bow and then turning toward the field of honor.

Gunther produced a bright red clawkerchief emblazoned with the Baron's crest, and held it forth in his talons as he and the young pegasus from Appleloosa hovered high over the gravel beach. The burly griffin gave Shootin' Star a nod, then bellowed at the top of his lungs. "Eins!"

The assembly of onlookers had grown as the formalities had proceeded, as more Pegathalon racers, support crew, and fans turned up to watch the proceedings. They drew in a collective breath as Gunther's deep voice rang out. "Zwei!"

Soarin pawed skittishly at the billows of his perch, a surge of nervous energy crackling up and down his spine. He felt a warmth in his chest, as the smiling, freckled face of his beloved appeared in his mind's eye, mouthing three words to him that he read easily on her lips despite the rush of his heartbeat and the faint whistling of the ocean breeze in his ears. A resolute look settled on his face. "Drei!"

The clawkerchief dropped toward the waves as a thunderous roar echoed over the bay. "GO!"

The two combatants sprang from their clouds and launched into a steep dive, meeting mere hooves above the swells with a clash and spark of steel on steel, and then climbing sharply with powerful beats of their wings as they both rolled and looped to reorient for another pass.

The Baron wheeled and shot toward Soarin with his blades ringing in the wind as they sliced through the air streaming around his wings. His deadly serious expression dissolved into one of amazement as the pegasus executed a complicated aerial backflip, the tip of his trailing tail sheared off by the griffin's wingsaber as it sliced through otherwise empty air.

The bottom of the sky blue pegasus' loop brought him alongside the startled griffin, and he banked closer, lashing with a swipe of his own blade that took off the ends of some of the red tipped feathers on the Baron's plume, and would have taken more if the aristocratic duelist hadn't ducked.

Redtail called out, a note of awe in his voice as brought his blade up to parry another swing. "Touché, Lieutenant."

He let out a squawk of pain as Soarin nicked his unscarred cheek with a deft slash. "No backsies, Baron!"

The Baron's beak pulled back in a snarl as he deflected another swipe from his foe. "This isn't a game, Vunderbolt."

The former stunt flyer rolled his eyes as his wingsaber's edge ground along the griffon's blade. "No foolin'. If only you'd figured that out over Horseshoe Bay. I guess you're kinda slow on the uptake."

The griffin's eyes flared with tiny pinpricks of red in their depths. "How... how dare you?"

Soarin gave him a savage grin. "I dare a lotta stuff. Now try to keep up, catbutt!"

With rapid beats of his wings, Soarin poured on the speed, his breathing labored but controlled as he pulled ahead of the griffin. With a few answering beats, Redtail had pulled alongside, his face a livid as a trickle of blood ran down his cheek, and they proceeded to trade parries, slashes, thrusts, and feints as they soared in ever more complex loops, corkscrews, and wide banking turns over the bay.

From his vantage point high over the beach, Shootin' Star's eyes narrowed as he watched Soarin and Redtail go through their paces, the flash and spark of blades punctuating their intricate flight path. He murmured to himself thoughtfully. "Wait a second... why do I get th' feelin' I recognize that flight pattern?"

At his side, Gunther clenched his talons with a look of gleeful excitement on his face. "I have never seen such flying before."

The young Wonderbolt gave a distracted shake of his head. "Me neither.. but..."

Down below, Rarity brought a hoof to her forehead at a particularly daring corkscrew turn. "Gracious me! The excitement is simply overwhelming." With that, she reared back with a fluttering gasp and dropped to the pebbly ground with a soft crunch.

A few beats later she climbed back to her hooves, a flush of red on her face as she huffed petulantly and brushed gravel off of her flanks with her tail. "One of you was supposed to catch me." She stomped a hoof, fuming as the rapt crowd continued to ignore her.

Rainbow Dash's maroon eyes widened as she stared at the complex flight path Soarin was leading the Baron through, and she nudged Spitfire. "Cap... that's... I recognize that routine!"

The blaze yellow mare's wings flared as her jaw dropped. "Just... just like his final show in..."

A look of stunned realization spread across Shootin' Star's face. "F-fillydelphia! Th' goldurned Hippodrome! He's... he's gonna do it on purpose this time..."

Sitting a ways off from the crowd of ponies, Greta brought her talons to her beak with a gasp. "G-gerhard! Look out!"

High above, Gunther howled in dismay. "Pull up, your excellency! Pull up! NOOO!" His eyes rolled back in his head as his wings went limp, and he dropped to the ocean below, landing with a distant splash as a slow, sly smile spread across Shootin' Star's face.

He placed his hooves on his hips and shook his head, letting out a wry chuckle as cheers echoed up from the ponies below. He watched as a distant sky blue shape dropped into a leisurely dive toward the churned up surface of the waves below. "You magnificent sonova stormcloud..."

***

A short while later, after the hugs and hip hip hoorays and pats on the back and more kisses from every mare in reach, a still slightly out of breath Soarin trotted down the beach to the huddled, dejected forms of three griffins.

Redtail slouched with a glazed look on his face, a blanket draped around his shoulders with his splinted wings held at odd angles from his sides. No two of his feathers were pointed in the same direction, and in addition to the white bandages around his forehead and wrists, a scattering of seagull down and splinters of wood were mixed in with his plumage, which was still damp with sea water and stained with squid ink.

Unconcerned with his filthy, disheveled state, Greta nestled close in by his side, purring as she preened him and nuzzled his cheek.

Gunther, sat staring out to sea, his soaking wet fur and feathers adding to an overall air of complete despondency as his wings drooped and his jaw hung loose.

Soarin' cleared his throat as he approached, and set his loaned wingsabers down next to the snapped set laying on the gravel by the trio of griffins. He gave an tentative bob of his head as the Baron met his gaze. "So... uh... I guess I won, huh?"

The stricken griffin aristocrat nodded dumbly. Soarin cleared his throat and gave him an apologetic smile. "I... I didn't mean for you to slam into that rowboat like that. For what it's worth, I was hoping you'd just ditch in the ocean."

Redtail let out a raspy chuckle. "It doesn't matter. I cannot svim. Thank you for saving me from drowning like a rat."

A pensive, haunted look settled on his face. "That vould not have been a good vay to go. I... I suppose I owe you my life vunce again, Lieutenant."

The sky blue pegasus considered that for a moment, before a slow grin spread across his face. "Okay. I guess I'll collect on that right now, if you don't mind."

The bedraggled griffin glanced toward the blades lying on the beach, then turned a befuddled gaze on Soarin. "V-vhat? Vhat do you mean?"

The veteran stunt flyer drew himself up with a grin, and jabbed a hoof in Redtail's face. "I'm taking your life. It's mine now."

He turned and pointed toward Greta, his smile widening as a spark played across it. "And now I'm giving it to her." He gave the griffoness a wink as well. "With me and my fiancée's compliments."

A look of profound consternation spread across the Baron's features, as his maidservant drew herself up, every feather quivering with elation as pure joy blossomed on her face. She laughed and drew her beloved mate to be into a tight embrace. "Don't vorry, Gerhard. You can have my life."

Redtail glanced from the griffoness to Soarin and back, struggling to form a response out of clucks and cheeps as several forms of shock and incredulity washed across his bruised face. Finally, he relaxed with a profound sigh of sweet release, draping an arm across Greta's shoulders and drawing her closer.

He gently nuzzled her cheek, then looked to Soarin with a wistful grin curling the corners of his beak and extended a slightly shaking claw. "Thank you, Lieutenant. Somehow, I feel as though ve both came out as vinners today."

Soarin accepted his clawshake with a warm smile. "It's the only way to play, friend."

***

Applejack wore a resolutely neutral expression as she made her way from apple tree to apple tree, checking each one carefully for any signs of damage from pests or disease. The fruit was ripening fast in the sun kissed glens and hillsides, waiting for apple bucking season to roll around as it had for years.

In spite of her placid exterior, her mind and heart had been racing. A burst of green flame over her bed had roused her from a fitful sleep in the wee hours of the morning. It had been through a tremendous act of her considerable willpower that she'd managed to keep from reading it until breakfast, knowing that if she did she wouldn't get a lick of sleep for the rest of the night and then she'd be dragging around the orchards like she'd done that one harvest season where she'd refused all help after Big Macintosh had busted his ribs over tightening a girdle for reasons neither of them preferred to elaborate on.

Of course it had been from her beau Soarin, brief and sweet maybe a little more intimate than she was comfortable sending through the mail, even Spike's magic dragon burp mail, whatever it was called. He was nervous about his duel, but confident. Wishing she was there.

She wished she could have been there too, but there was a farm to tend and since she didn't know when he'd be arriving in Vanhoover and it being so far away, she'd opted to just sit and stew at home and wait for news with a prayer in her heart and constant thoughts of his handsome face, his sweet smile, and his simple, steadfast courage in a continual loop in her mind.

As she stood, her thoughts and prayers jangling something fierce since reading that note, she was startled out of her reverie by another green flash and swirl of sparkling flames that coalesced into a note. She let out a gasp as she watched it gently drop to the verdant grass at her hooves. She dropped to her haunches and reached out to pick it up in a shaky grasp.

After a long, trembling pause, she unrolled it and started to read, mouthing the words to herself as her glistening green eyes scanned the brief message:

See you in Canterlot. Love you with all my heart.

Soarin.

P.S: AB, Pip, Twilight, Rarity, Dash and the rest say Hi.

P.P.S.: Gerhard and Greta would like us to attend their nest crafting ceremony. I took the liberty of inviting them to our wedding.

All the leaves in the vast orchard shook, a few early apples dropping to the turf below, as the trees of Sweet Apple Acres echoed with a resounding "YEEE HAW!"

Part 42 - Pie In The Sky

The clear, still northwestern air erupted with the sound of thunderous wing beats as the Pegathalon took to the sky over the limpid waters of Vanhoover Bay, striking east toward the tapering peaks of the Unicorn Mountain Range and climbing as the late morning sun reflected off of the racers' wings.

Twilight and Apple Bloom stood by a small camp table, watching their team disappear toward the eastern horizon along with their competitors. Presently, they turned their attention to the map of Equestria spread out before them. The lavender unicorn ran her hoof along the topographic mountain peaks. "We'll trail the pack through the mountains just in case the colts need any assistance, then cut east here at the southwest tip of Galloping Gorge and follow the railroad to Canterlot while they make their way through Cloudsdale, which should get us to the finish line at roughly the same time if we keep our turbines at cruise speed."

The young earth pony mare smiled at her employer and friend. "Land sakes, this is gettin' downright excitin', ain't it?"

Twilight nodded eagerly, and turned to call out to a nearby canvas tent. "Rarity? Are you done packing yet? We should get a move on if we want to be there at the end of the race!"

A rustle came from inside, and the pale unicorn poked her head out between the flaps, a layer of green mud on her cheeks and her mane done up in curlers. "Packing? Darling, I'm not even halfway through primping yet."

The lavender mare brought a hoof to her face. "Rarity... we're on a tight schedule here."

The elegant fashionista raised her snout in the air with a "Hmph! And that schedule will land us in Canterlot this evening, and I simply refuse to make our grand arrival looking like I travelled by boxcar." With that, she vanished back inside the tent.

Apple Bloom let out a long breath through her nostrils as she slumped onto the elbow of one of her forelegs and cast a wry look across the table at Twilight. "Ya'd think we woulda learnt t' adjust th' schedule fer Rarity's "fussin' time" by now."

The unicorn scholar gave a sigh and a shrug and started folding the map. "Well, lets try to get squared away for launch."

***

Soarin grimaced with effort as he labored to gain altitude over the soaring peaks of the Unicorn Range, his breathing slightly ragged as he pumped his wings in the thin, frigid air.

Pip looked over at him as his flight harness effortlessly carried him along, concern furrowing his youthful brow. "I say, Soarin old bean, are you quite feeling all right? I daresay you're looking rather shagged out."

The sky blue pegasus grinned and shook his head as he leveled out into a glide. "I'm okay kid. Don't worry."

The young earth pony's ears laid back as his lips tightened into a thin line. "Here now, mate. Lets dispense with all this 'keeping up a brave face' nonsense, shall we? If you're having trouble I want to ruddy know right now rather than having you suddenly drop out of the sky on me."

He nodded toward the towering, snow glazed mountainsides that rolled past beneath their hooves. "You're my wingpony and I'm yours, and if you think I'm going to let you wear yourself out after you all but carried my sodding rump for half the bally race, then you and I can just land on one of those ruddy mountaintops and wait for Doctor Sparkle and Ms. Rarity to pick us up, because I shan't fly another hoof with a fool at my wing."

Soarin let out a sigh and waved a conciliatory hoof. "Okay, kid, okay. Cool your jetstream."

He gave a shrug as he looked back at his wings with a suppressed grimace. "I'm tired, okay. We've been flying all out for days and I'm just not as fit as I used to be. And that's not counting all the scrapes we've been through in the meantime. I'm goin' on just a couple hours of sleep, and the adrenaline rush from my tussle with the Baron is just now starting to wear off. My wings and withers are achin' like somepony's been buckin' 'em with iron horseshoes on, and yeah, I'm a little short of breath 'cos I haven't hit these kinda heights in a long time."

He met his youthful wingpony's eyes with a level gaze. "But believe me, I'm all right. As long as we don't get into anymore stupid dustups, I think I've got it in me to make it to the finish."

Pip cocked his eyebrow, giving his companion a suspicious glare. "All right, old sock. I'm trusting you to be forthright with me. If you're not than I shall see to it that you and your fiancée, and your future brother in law for good measure, have a word about it after this is all over."

The veteran flyer chuckled. "They'll have to wait 'til I wake up. Once we cross the line I'm grabbing a nice fluffy cloud and sleepin' for at least a week."

Both stallions looked up as a gruff voice called out above them. "You oughta listen to yer little ground pounder buddy and just sit the rest of this race out, sport."

The burly forms of the duo from Cloudsdale dropped down on either side of them, serious looks on their faces. Air Hammer gave Soarin' a respectful nod. "Ya done some amazin' 'tings on dis go round, Mister Soarin, but Tongs n' me can see yer startin' to fade. Just watchin' ya strain your wings like dat is makin' me feel tired."

His thickset, ice blue wingpony nodded earnestly. "Yeah, better ta quit while yer ahead. Nopony'd 'tink less o' ya, not after ya led us outta that smoke cloud, or saved us all from burnin' up in jail, or took on a loopty loopin' griffin ace casco a casco, or claw-o or whateva'."

Pip drew himself up indignantly. "Steady on, there, blokes. If my wingpony says he's good to go on, he's jolly well good to go on."

Ice Tongs scowled at Pip. "We wasn't talkin' to you, sodhoof."

Soarin' glared at the burly pegasus with a level gaze. "That's good, 'cos you call my partner 'groundpounder' or 'sodhoof' one more time and I'm gonna make hailstones out of your teeth."

His youthful companion nodded with a flick of his tail. " Indeed! This is a ruddy private conversation and we'll thank you kindly to mind your own bally business."

Air Hammer tossed his head and rolled his eyes. "Fine. If you wanna crash that's your business. Just keep the hail outta the real racers' way. There ain't many of us left."

He gave a curt nod over his shoulder at his partner as he pumped his wings to pick up speed. "C'mon, Tongs. No reasonin' with dese guys."

With that, the muscular pegasi launched forward, causing Soarin and Pip to wince behind their goggles as they were buffeted in the face with wing wash.

Pip's eyes narrowed as they watched the Cloudsdale team recede in the distance. "You know, old bean, I do believe I'm developing something of a dislike for those chaps."

Soarin let out a sigh, puffing for breath as he beat his wings to gain some altitude. "I'm just glad they backed off. I don't think I got any more fights left in me."

The youthful earth pony gave his partner a nod. "Well, then, what say we just focus on making it to Cloudsdale."

The veteran stunt flyer nodded back, reaching out a hoof to him. "Cloudsdale it is, then on to Canterlot."

Pip jinked in for a hoofbump. "Quite so, old bean. Quite so. Fly on!"

***

Doctor Insanity snapped awake with a spasm at the sound of his brother's triumphant cackle, a surge of panic running through him as he flailed his hooves in empty air. "Behold, brother! Cloudsdale! We've made it to Cloudsdale! And from there, to Canterlot and glory!"

A moment later he remembered where he was, hanging by a canvas harness from the rocket propelled flying wing he and his elder sibling had cobbled together and launched in the San Palomino desert, dubbing it the B.A.T. 20. The sallow unicorn blinked his sunken, bloodshot eyes and looked over at his mustachioed companion, who pointed a trembling hoof toward the lofty, rainbow draped metropolis drifting majestically over the fertile plains of north central Equestria.

Professor Destiny curled his hoof skyward in a gesture of maniacal bombast. "Forward! Those fluttering fools will face the fearsome force of our phlogiston flyer."

Insanity let out a groan and rubbed his temples with the tips of his hooves, sparking his horn to life and plucking a canteen from among the packs and luggage strapped above them to the wing. He unscrewed the cup and poured out the dregs of the two day old coffee inside, letting the empty vessel drop away toward the distant plains below as he sloshed the dark, acrid liquid around before tossing it back in a single gulp. His bones ached with fatigue and chill, and the cold brew, while thick to the point of being sludge, did little if anything to help.

He grimaced and smacked his lips, letting the cup drop as well, then turned a supremely weary, seething gaze on his brother. "In the interest of averting an increasingly likely fratricide, I should warn you that we have just run out of coffee, and any further alliterative outbursts will be answered with my hooves clamping firmly around your windpipe."

He was met by green eyes that glittered with manic energy. "Who needs coffee? My megalomania keeps me going just fine! You should try it, brother!"

Doctor Insanity let out another sigh and rubbed the reddish stubble covering his chin. "I guess a padded room is more comfortable than a standard dungeon."

He took a rueful look behind them, peering beneath the trailing, scalloped edge of their flying wing through the haze of black smoke in their wake. "Speaking of which, I see the bronzebacks haven't let up on chasing us at all."

As if in answer the sound of blaring horns and the distant echo of pursuit cries could be heard from the vast, living cloud of angry, heavily armed pegasi trailing about a half mile behind them. At the head of the column, a large white stallion with a slight tint of purple coloring his coat and wings forged relentlessly onward with a look of grim determination on his face and a glinting spear clenched in his hooves.

Destiny let out a giddy laugh. "Nonsense, brother! They're clearly falling behind!" His eyes bugged out behind his goggles as he fixed his sibling with a manic grin. "Lets activate two more rockets and lose these beggars in the clouds, eh?"

Before Insanity could respond, his brother sent two sparks from his horn to the nacelles mounted on top of their wing, causing two of the rocket motors bundled within to flare to life in a roaring blast of green flame. The B.A.T. 20 and its crew lurched forward in a burst of speed, hurtling toward the shimmering towers of Cloudsdale like a non-acronymic bat out of Tartarus to the accompaniment of one brother's full throated scream of terror and the other's gleeful cackling.

***

The citizenry of Cloudsdale looked on in horror, pausing in mid flight or craning their necks out of windows or between rows of columns, as a winding trail of thick, black smoke wound among the rainbow cascades and pristine white colonnades like a vast, inky earthworm. Those caught in its wake began to cough and retch, bumping into clouds or each other as the dark shroud obscured their vision.

Professor Destiny hung from the scalloped, batwing crescent at the serpentine smoke trail's tip, kicking his forelegs with manic glee and bellowing and guffawing in a loud voice. "WHAA HA HA HA HAAA! GAZE UPON YOUR NEMESIS, YOU PONIES OF THE AIR! YOUR REIGN OVER THE SKIES OF EQUESTRIA HAS ENDED! OBSOLESCENCE APPROACHES ON WINGS OF... OW!"

The sallow unicorn rubbed his cheek with a hoof and glared at his brother. "Confound it, why did you hit me?"

Insanity withdrew his hoof, rubbing the knuckle as he and glared at him. "Enough! Must you antagonize the citizenry everywhere we go? Don't we have enough irate pegasi on our tails already?"

Destiny tossed his head with a bark of laughter. "HAH! What can they do to us? The poor foals can't catch us! They can only watch as we hurtle past at the speed of..."

He cut off as a cream pie struck him in the face with a truculent splat.

He let out a whinny of dismay as he began to kick and flail his legs. "Aaagh! I can't see! I'm blind! Bliiind!"

Doctor Insanity's eyes went wide with terror as he leaned his harness to evade the fusillade of pies that were suddenly flying toward them from the rooftop of a wholesale bakery populated by irate pegasi in baker's caps. "LOOK OUT! WE'RE UNDER ATTACK!"

The B.A.T. 20 tumbled in an erratic corkscrew as a virtual rain of creme pies coming from a flying mob of pursuing locals struck the black canvas craft and its pilots, covering them in a thick, gooey layer of whipped cream. The sticky gunk hissed and blackened as it flowed into the rocket nacelles' exhaust vents, causing the phlogiston jets to gutter and die.

Professor Destiny tore off his white splattered goggles, staring with wide eyes at the spluttering, fizzing engines. "Aagh! RELIGHT THE ROCKETS! RELIGHT THE ROCKETS!"

Doctor Insanity kicked and thrashed in panic as he ignored his brothers cries, shouting at the top of his lungs about a more urgent matter fast approaching. "RAINBOW DEAD AHEAD! AAAGHHAAAAAAHHH!"

The careening aircraft splashed through one of Cloudsdale's many broad, multicolored cascades. The glorious hues washed over the fugitive unicorns and their scalloped canvas wing, prompting more screams from the stallions.

Destiny howled in hoarse voiced anguish as he gripped at his throat. "AAGH! I SWALLOWED SOME! IT BURNS! SWEET CELESTIA'S TITANIUM TONSILS, IT BUUURRNS ALL THE WAY DOOWN!"

Meanwhile, Insanity pawed helplessly at his eyes. "AIEEEEEEYAA! THE GOGGLES, THEY DO NOTHING!"

Both brothers fell silent as an ominous hissing and sputtering sounded from the rocket nacelles above them. With a crackle and a FOOMP, the phlogiston motors reacted with the rainbow essence and relit, their green flame replaced by a coruscating, multicolored flame that spat a cascade of gold sparks hundreds of hoofs behind them. The B.A.T. 20 shot like an arrow across the sky with a deafening BOOM, leaving a rapidly expanding ring of black smoke and the receding screams of two unicorns in its wake.

The seething mob of provoked pegasi dropped their pies and covered their ears as the columns and towers of Cloudsdale shook.

The pursuing battalion of royal guard pegasi paused, blinking in shock and awe, then launched after their quarry with grim determination writ hard on their faces.

***

Princess Celestia stood alone on the blackened, windswept platform where the stately dome of the royal orrery once graced the top of its gleaming marble tower. She peered unflinchingly at her sun, noting its position in the sky. A tapered quill hovered in her golden magic, recording the new data in a slightly charred logbook. Mercifully, five hundred years of similar journals had been blown clear, raining down upon the royal gardens, mostly not landing in the reflecting pools.

The sun princess' pristine white brow furrowed beneath the heavy, jewel bedecked crown that her servants had taken from its dusty case in the Smithponyan Institute and added to her raiment while the royal goldsmiths worked on a replacement for her melted tiara. She hadn't worn this gaudy thing since the Reneighssance era, and had forgotten how heavily it pressed down on the royal pate, not to mention how dreadfully it made her billowing, ethereal mane hang.

It was making it hard for her to concentrate on the long form notation she was currently forced to use to record the sun's progress. She dearly missed the intricate bronze model of the world and its attendant celestial bodies that both she and her sister used to visually track their daily duties, lost in her last... explosive fit of temper. It was one of many reasons she'd come to regret letting her anger get the better of her over the past few days.

Celestia let out a sigh, centered herself, and began the laborious calculations of the next few hours' solar progress. At least there would be more fresh daffodils in her salad when lunchtime rolled around.

A thunderous blast echoing from the western horizon startled her, causing the quill to drag a crazy zigzag of ink across the logbook page. The princess' violet eyes widened as she stared at a vast black smoke ring spread across the sky at the outskirts of Cloudsdale, seeming to encircle the distant city of the pegasi.

The sun princess let out a gasp, and with a glance wrenched the telescope from the balcony of her private tower with her golden magic. She dragged it close and peered through it, her dainty jaw dropping as she spotted an inky, serpentine contrail carving its way across the distant sky, a scalloped black wing at its fore. Some distance behind, a vast cloud of white winged forms with glinting armor was visible, looking like a swarm of bees from so far off.

Celestia's pearlescent teeth ground together, sending hot sparks out of her mouth as her voice came out as a growling whisper. "Fie and forsooth! 'Tis nary a thing to be believed nor countenanced!"

A moment later, the full force of the Royal Canterlot voice pealed like answering thunder over the towers of the palace. "SHINING ARMOR! ATTEND THY PRINCESS POSTHASTE!"

***

A set of thick, star speckled curtains were swept aside in a shimmer of pale blue magic, as Princess Luna stumbled out onto the balcony of her chambers clad in a half donned silk robe and fuzzy blue ursa minor slippers, blinking in the bright, slightly red sunlight.

She reared up on the railing, craning her elegant neck to take stock of the situation. She spotted her sister, then turned her gaze in the direction that Celestia was peering through her uprooted telescope. The expanding black smoke ring on the horizon told her everything she needed to know, and an expression of profound irritation furrowed her dusky brow as she blew a stray tendril of her nebulous mane out of her face.

Luna turned with a huff and stormed back into her bedroom, her clear voice shouting out as the curtains dropped closed behind her. "YO! Somepony brew me up a triple expresso, stat! It's gonna be one of those days."

***

The mood in Cloudsdale was ugly as the vanguard of the Pegathalon's legitimate competitors approached the city limits. The Wonderbolts had taken the lead in the Unicorn Range, and all three stunt flyers laid their ears back as they took in the pall of hostility hanging over the city. The rainbow cascades seemed to have shifted in tint toward angry reds and oranges, and sparks of lightning arced beneath the darkened cloud terraces.

Gathered on almost every rooftop or leaning out of almost every window, herds of angry pegasi were shouting and gnashing their teeth, waving hastily scrawled signs bearing messages like: "Ground Pounders Stay Down!", "Ponies That Were Meant To Fly Have Been Given Wings!" or "Hey! You! Stay Out of My Clouds!"

Even more alarming, large numbers of the sky city's denizens were streaming in and out of assorted bakeries and markets across town, leaving with a pair of creme pies balanced on their fore hooves.

Rainbow Dash cast a frown to her teammates. "I knew that black boom meant trouble. I've never seen so many peeved pegasi."

Spitfire's eyes narrowed as she took in the dissipating wisps of black phlogiston smoke still winding over the city. "Bits to buttercups it was those rump head unicorns and their stupid rockets. Why the hail are those two maniacs still flying free?"

Shootin' Star cast a wan look over his shoulder. "Y'know, I hate t' say it, but I reckon th' folk here ain't gonna take too kindly to anypony else flyin' through on wings they weren't born with."

Dash's maroon eyes widened as she brought her hooves to her mouth. "Oh NO! We gotta warn Soarin and Pip!" With that, she formed a U of rainbow in the air as she doubled back on her flight path.

Shootin' Star looked over to Spitfire with a cocked eyebrow. The blaze yellow mare met his gaze and nodded gravely. He snapped off a salute to his captain with a lopsided grin, as they wheeled and followed their star teammate's multicolored contrail.

***

Golden Bay turned to his tawny, blonde maned life partner with a frown furrowing his brow. "Woah... More bad vibes. This whole place feels like a total bummer waiting to happen."

Granola nodded thoughtfully. "Oh wow, fer shure. These ponies need to mellow out."

The pair reared in midair with a startled whinny as Rainbow Dash blasted between them heading in the opposite direction, her zooming rainbow contrail causing them to spin like tops in its wake.

They eventually slowed to a woozy, wobbling stop, their eyes spinning in opposite directions as they hovered in a daze. "Whoaah!"

Golden intoned reverently as his addled vision showed him multiple contrails. "Double rainbows... What does it mean?"

His life partner's head wobbled back and forth as she answered dreamily. "Just ask the axis, he knows everything... Yeaahh..."

The tawny stallion shook his head to clear it and beckoned Granola to follow him. "C'mon, babe. Lets split this downer town."

She smiled at him and fell in beside him with a beat of her wings. "Groovy."

***

Soarin was letting out small gasps of effort with every few beats of his wings as he and Pip entered Cloudsdale's airspace. His young wingpony looked over at him with concern furrowing his brow. "Do you need to stop and take a breather, mate?"

The veteran flyer gave a terse shake of his head. "Nah... Just... feelin'... the burn... kid. I'll let... you know... if I'm gonna... hit the wall..." He forced a smile at the earth pony's dubious expression. "Promise..."

Pip gave a small shake of his head and scanned the billowing terraces and colonnades around them. His eyes went wide as something whistled past his head, striking the side of a cloud villa with a splat and a clatter. He cocked a bemused eyebrow as a lightweight pie tin dropped loose from an oozing mass of whipped cream and shattered graham cracker crust running down the rough cloudcrete surface. "I... I say, looks like something else is hitting the bally walls 'round here already."

Both stallions' heads turned in alarm as a chorus of angry shouts and jeers erupted from the roof of the building across the way.

"Hit the road, groundpounder!"

"You and your fake wings aren't welcome here!"

"Who do you think you are, leaving all that smoke everywhere?"

"You pinheads aren't gonna take MY job!"

"They want to replace our rainbows with tomato sauce!"

"Won't somepony PLEASE think of the foals!"

"I'm shouting indignantly!"

Soarin spat a curse as a flock of hurled pies flew through the air in his and Pip's direction. With a grunt of pain he launched into a sprinting surge. "Come on, kid! Lets blow! There's no reasoning with this crowd!"

With a curt nod the young earth pony willed the purple and blue wings of the Luna Moth to pick up speed. The creme filled projectiles hurtled past, mostly splattering against the buildings opposite or dropping past the clouds into the wide blue yonder. His head whipped around as a squawk of pain sounded from behind him from his partner. "AGH! Wing cramp!"

The spotted stallion blanched in horror as he saw Soarin tumble into a long downward arc, his left wing held awkwardly at his side as he kicked and thrashed through the air. His youthful brow furrowed as he tucked his legs to his chest and executed a chandelle, hurtling toward his plummeting wingpony with a look of grim determination as more forcefully thrown pies splatted against his sides and battered his canvas wings.

Pip's flight path intersected Soarin's in a crazy tangle of wings and legs as more pies flew at them. A moment later the mass of whipped cream resolved into the white splattered shapes of the young stallion dragging the stricken pegasus along with his forelegs hooked around his companion's outstretched wings.

Soarin' bellowed up at his wing pony as they traced an erratic path through the air. "OW! Sleet and hailstones, kid! Let go of me! Save yourself! I'm slowing you down!"

Pip gripped him tighter as he struggled to gain altitude. "Sorry, old bean, can't hear you! Bally ears are clogged with whipped cream!"

The veteran pegasus' eyes flared in panic as he waved his frantic hooves toward another rooftop. "Look out! Here comes another wave!"

The young earth pony let out a low whistle as he watched another fusillade of weaponized whipped cream flying toward them. "Got to hoof it to you pegasus chaps, you certainly know how to make a point when you've got your dander up."

Both stallions blinked as two large, burly winged shapes dropped out of the sky and interposed themselves between the incoming pies and the Harmony Aeronautics team. One of them growled over his shoulder at them moments before impact. "Kid, you ain't even seen us get really mad yet."

With that, they flared their wings, blocking the wave of hurtling pastry even as they were driven back by the impacts.

A moment later, two sets of eyes popped open in a pair of hovering whipped cream coated shapes, glaring at the crowd of pegasi who stood with more pies in their hooves, staring aghast at what they'd done. One of them spoke up with Ice Tongs' gruff voice. "Okay. Now I'm mad."

The dripping, white figures turned their thick necks to look over their shoulders past their sodden wings as Pip nervously cleared his throat. Soarin merely hung in his hooves, staring with wide eyed amazement. The spotted earth stallion gave them a halting bob of his head. "Er... Thank you, chaps. I... I daresay you saved us from a right pie-ing, but I'm a bit boggled as to why."

One of the fluff enshrouded stallions replied in Air Hammer's voice. "Dese joiks got no business interferin' in da race like dat. Don't 'tink it's 'cos we like ya."

The other one gave a terse shake of his head, splattering some whipped cream on his partner. "We don't."

He leveled his gaze on the crowd of assailants hovering over the rooftop, fidgeting nervously with their unthrown projectiles. "We just hate cheaters n' spoilsports more."

His partner nodded. "We play rough, but we always play fair."

He scowled through the mask of whipped cream at the suddenly flighty crowd. "Lets show dis buncha mooks just how rough, Tongs."

With a mutual nod, the pegasi duo winged their way ponderously toward the rooftop, rolling back the whipped cream on their forelegs like sleeves and cracking the knuckles of their hooves. The rioters scattered, tossing aside pies in a panic as they fled from the relentless, goo covered bruisers. They fell upon some of the stragglers, vanishing into a roiling cloud of kicking hooves, flailing wings, and splattering dessert topping.

Soarin and Pip exchanged a wan glance. The sky blue pegasus nodded to his young wing pony. "Okay, lets get out of here before those palookas decide they want to challenge me to a duel in trade for saving us too."

Pip gave a wry chuckle. "Right ho! Off we go then!"

They both looked up sharply as a sandy voice cried out to them from further down the flight path. "Guys! Are you okay?"

Rainbow Dash came rocketing toward them, cutting a tight loop of brightly multicolored contrail behind her as she circled them and screeched to a midair stop in front of them. She raised her hooves to her face. "Ohmygosh! Hang on a sec!"

With that she jetted away, returning almost immediately with a grey raincloud in her hooves. She leapt on top and bounced up and down, knocking loose a torrent of rain on the two stallions and washing away the excess whipped cream. Pip and Soarin hung in the air, soaking wet and shivering as water droplets scattered from the edges of the Luna Moth's wings, before the chromatic maned mare launched from the top of the cloud, kicking it aside and spinning up a rainbow colored mini cyclone, just as quickly drying them off. They were left blinking owlishly, their manes and tails rendered into frizzy puffs of tangled hair.

The trio flying ponies looked up at the sound of approaching laughter, as Spitfire and Shootin' Star approached with wide grins on their faces. The blaze yellow mare smirked into her hoof as the young pegasus stallion let out a chuckle. "That's a right purty look for y'all, fellers."

Soarin blinked at his former teammates. "Wh-what are you guys doing here?"

The grin faded from Shootin' Star's face as he looked at the pies splattered on the building faces nearby. "Escort duty, I reckon."

Spitfire gave a terse nod. "Right. You and Dash form up and fly overwatch 'til you clear the city limits."

Dash rounded on her. "You sound like you're not comin' with, Cap."

She met her teammates' gaze. "Yeah, looks like I got my work cut out for me here."

She waved a hoof at the nearby brawl between Cloudsdale's champions and its errant citizens. "First, I'm gonna deal with that donnybrook over there, then I'm gonna go and have a little chat with the so called city watch about all the sleet that they're letting go down without lifting a hoof."

The blaze maned mare turned to face Soarin and Pip. "You guys be careful, okay? I'll see you in Canterlot."

The young earth pony gave her a nod, a spark of light gleaming off his grin, as his veteran wing pony swallowed hard, his eyes brimming with emotion as he gave his former leader a salute.

Spitfire saluted back, and wheeled toward the whirling aerial scuffle, shouting a fierce battle cry as she charged. "All right you sleet heads, break it up!"

Dash and Shootin' Star turned their attention back to Soarin and Pip. The rainbow maned mare gave a jerk of her head toward the race route. "You guys ready to roll?"

Pip looked down at his team mate with a cocked eyebrow, shifting his grip around the veteran pegasus' middle. "How's the wing, mate?"

Soarin winced as he stretched it, giving a couple experimental flaps. He looked up at his cohort with a rueful grin. "Hurts like a hailstone, but that just lets me know it's still attached. I think I can stay up with it."

Shootin' Star gave him a searching look. "Sure, but can ya keep up?"

The older pegasus gave him a nod as he shrugged loose of Pip's hooves, bobbling a bit as he dropped into a hover. "I'm gonna give it a shot."

The younger stallion gave him approving nod. "Right. It sure is a pleasure flyin' with ya, Lieutenant."

Dash gave a wave of her wing. "Well lets quit yappin' and start flappin'. We're on the tail end of it now."

With that, they set out, with the Harmony Aeronautics team flying side by side as the Wonderbolts formed a V, taking up watchful positions at 10 and 3 o'clock as they soared through the skyways of the pegasus city.

***

A pair of sinuous, winged shadows streamed across the patchwork fields of upper Equestria, touching wing tip to wing tip as the verdant fields rolled past. Any ponies tilling the farmland below looked up with awe as the silhouettes of two dragons, one purple with green wings, one golden with pink, the sunlight shining through their wing membranes like stained glass.

Quillina gasped in wide eyed wonder as Cloudsdale hove into view. "Oh Spike, I do declare, it's evah so beautiful. More than I ever could have imagined!"

The young dragon gliding at her side beamed with the pride that comes with showing a familiar treasure to someone for the first time. "Wait'll you see it up close! The race route goes right down Concolor Avenue, under no fewer than seven rainbow arches, and from there its straight on to Canterlot!"

The gilded dragonette let out a squeal with a gout of pink flame from her nostrils. "Ooh! I can't wait!" She beat her wings, gaining speed as the cloud city grew ever closer.

Spike laughed and called after her. "Hey, wait up!"

Quillina giggled a silvery giggle as she craned her graceful neck to peer over her shoulder. "Catch me if ya can, darlin'."

***

The Wonderbolts and the Harmony Aeronautics teams paused beneath the seventh rainbow arch, the three pegasi landing on a puff of loose cloud as Pip hovered tirelessly nearby. They noted with a mutual nod of satisfaction that burly stallions in silver barding marked with Cloudsdale's cloud and rainbow crest were lifting off in waves from between the columns of the City Watch's fortress headquarters, spreading out over the city to begin pacifying the pegasi populace.

Shootin' Star wore a wry smile. "Gotta hoof it t' th' Cap, she gets results."

Rainbow Dash grinned. "They don't call her Spitfire for nothin'."

They turned to Pip and Soarin, looking them over with an appraising glance as Dash reached up and adjusted her goggles. "So you guys sure you're ready for the final sprint? I wanna win this thing, and I don't wanna have to come back and pull either of you out of a tailspin."

Soarin gave his wing another experimental flap, wincing a bit, then smiled at his rainbow maned former teammate. He laid a hoof on her shoulder. "You already did that for me at the start of this whole business. The least I can do is stay out of your way this time."

Shootin' Star pawed at the cloud and gave the rainbow maned mare a wry smile. "Y'all talk about it as if it's a foregone conclusion. How 'bout I cross th' line first so ya don't gotta worry 'bout it."

Dash lashed her tail and flared her wings with a savage grin. "Oh, it is on, cowpony." She gave a bow and gestured toward the open sky, where the distant peak of Canterlot was vaguely visible on the horizon. "Ladies first."

The young stallion reared back indignantly. "Hey!"

A split second later Dash was gone, leaving a rainbow contrail and a gale of merry laughter in her wake. Shootin' Star let out a chuckle, threw Soarin and Pip a salute, and launched after her at top speed, rapidly gaining sky on her as he vanished in the distance.

The two stallions flying for Harmony Aeronautics exchanged a nod, bumped hooves, and set out for Canterlot as fast as they could fly.

***

The young dragon caught up with the dragonette at the edge of the city and they leveled off, soaring down the thoroughfares of Cloudsdale. As she gazed about in awe at the pristine columns and cloud terraces, Spike's attention was drawn to the ponies milling about in hovering crowds, being herded and dispersed by the City Watch. His aural spines twitched at the sound of pony voices raised in alarm.

A cry came to his ears that sent a chill all the way to the flattened tip of his tail.

"Dragons! The Horror! The Horror!"

"Defend Cloudsdale! Attack!"

He let out a gasp as a volley of pies launched from a crowd on one of the rooftops on Quillina's side of the street, flying straight for the young dragoness.

Spike's brow ridge furrowed in rage as he gained altitude, wheeling until he was directly over her and releasing a sustained gout of green, sparkling flame into the hurled pastries' path. They vanished into swirling puffs of ash as a gasp went up from the crowd. The young drake bellowed loudly in reply. "HEY! Watch it! We're flyin' here! Geez!"

He gave the herds of pegasi a glare as city watch ponies dove into the crowd to corral the perpetrators, then let out a growl as he settled back into a parallel flight path next to Quillina. "What's up with the ponies in this town today?"

The young dragon glanced sideways as a businesslike voice cleared its throat with a rustle of wings, and saw that one of the silver armored pegasi had settled into a parallel flight path at his side. The grey stallion peered out from under the brim of his rainbow crested helmet with a steely gaze. "Excuse me. Who might you two be, and what is your business in Cloudsdale?"

Spike cast a glance at his dainty draconic companion, brushing a wing tip to reassure her before turning back to the pegasus peace officer. "I'm Spike of Canterlot, and this is Quillina, Mistress of the Delve Ender Hoard. We're participants in the Pegathalon."

The patrol pony gave him a searching glare, then craned his neck to fish a notepad out from under his peytral. He flipped it open in his hooves and looked it over. "Hmmm. Ah yes, you're on Captain Spitfire's list."

He put the notepad away and gave the dragons a curt nod. "Fly carefully sir. Ma'am. Have a nice day."

With that he wheeled away, fluttering down to join a group of his fellow guards in settling another unruly crowd of pegasi. Spike and Quillina exchanged a confused glance.

The graceful dragoness tapped her chin with a tapering claw. "What do y'all think that was about?"

Her companion shrugged. "Dunno. Probably something to do with that big smoke ring we saw while we were coming down out of the mountains. If it had anything to do with that big explosion we heard, then I'm not surprised that the pegasi are all worked up."

After they flew for a few furlongs, Quillina's sinuous neck suddenly darted sideways as she planted a peck on Spike's cheek. The adolescent drake blushed, lightly touching the spot. He gave her a sidelong grin. "Wh... what was that for?"

She smiled back. "For fendin' off those pies that those ruffians threw at li'l ol' me, darlin. What else?"

He wrung his claws bashfully as he beamed. "Aw, it was nothin'. Don't mention it."

A thoughtful look settled on the elegant heiress' face. "So where did y'all send 'em to?"

Spike's features went blank, a look of horror dawning in his eyes. He let out a groan as he slapped his forehead, muttering an undertone curse in draconic. "Oh flargleblargakk, it's the Great Sugar Cube Corner Frosting Fight all over again..."

***

Princess Celestia had been joined atop the exploded orrery tower by her sister and her captain of the guard, who'd opted for a full face helmet and a set of asbestos lined coveralls that he'd borrowed from the Royal Fire Brigade beneath his ornate purple barding. The princess of the sun was peering through her telescope with an intense expression on her face, while Luna gazed through her own silver chaised looking glass with a mixture of worry and bemusement.

The moon's regent pursed her dusky lips as she watched the black contrail with its pursuing cloud of air cavalry head toward them. "Say what you like, you gotta hoof it to those colts. They've kept ahead of that sky cav. battalion for days now."

Her solar sister answered in a low, seething voice. "Yesss... and they built that thing in a cave... out of scraps... If only they could use their ingenuity for something besides hurting their fellow ponies, damaging property, and generally ticking me off..."

Luna batted her elder sibling in the side with a wing. "Yo, chillsville, sis. Stay thy wrath and all that jazz, huh?"

Celestia let out a sigh and gave her co-regent a sidelong glance. "I'm quite in control of my faculties, dear sister."

She cast a chagrined look back at Shining Armor, who couldn't help but flinch ever so slightly as she met his gaze. The sun princess let out another sigh. "I've done enough damage as it is, much to my eternal sorrow."

The moon princess gently brushed her beloved sibling's mane with a dusky wing tip. "So what are we gonna do about these jokers?"

Princess Celestia reached up a gold shod hoof and tapped her delicately chiseled chin in thought. "Well, I think we should..."

She cut off as several bursts of spiraling green flame appeared in the air above her. Each sparkling mote condensed with a pop and burst forth a cream pie, which rained down in a torrent on the startled sovereign of the sun in a series of wet, gooey splats. The last sparkles of draconic magic dissipated as a coating of whipped cream and shattered crust oozed down the immortal mistress of the sun from her antique crown to her withers.

Shining Armor dropped to the heat cracked tiles and shielded his head with his hooves, throwing a shield spell up as Princess Luna stared aghast at her sister. The dusky younger diarch ruffled her wings nervously. "Uh... Sis?"

After a long pause, Celestia's eyes popped open in the whipped cream mask that covered her face, her pupils and violet irises shrunk to pinpricks. She folded her telescope, which was rather unfortunate as it wasn't built to be collapsible, instead compressing noisily with a crunch of twisting brass and shattering lenses, and then tossed it aside.

Her right eyelid twitched, as she cast an unnerving gaze at her sister and spoke in a cheerful voice with only the slightest tremor as the whipped cream began to braise on her head. "Yes yes, Luna. We know. We know. Worry not, for we are most perfectly calm and rational at this particular juncture we can most wholeheartedly assure you without doubt."

She turned to her captain of the guard, the tiles crunching under her hooves as the horseshoes she wore began to soften and run. "Shining Armor, do be a dear put the palace on high alert, and put up one of your lovely shields over Canterlot, won't you? There's a good child."

With that, she slowly turned and made her way to the stairs, leaving a trail of dribbling gold hoofprints. "Your princess shall be going down to the royal kitchens. We suddenly have a craving for some strawberries. Luna, you've got the helm until we return."

Shining Armor cast a helpless gaze to Princess Luna through the eye slits of his helmet. The dusky regent of the moon huffed and dismissed him with a wave of her horn after her sister had disappeared down the stairs. "Better do as she says. Your shield ought to contain the blast if she decides to explode a couple times."

The unicorn stallion gulped loudly, scrabbling to his feet and giving her a deep bow before vanishing in a burst of white light.

Luna pursed her lips as she raised her telescope to her eye again, peering through the shimmering purple forcefield that manifested over Canterlot's gleaming towers. "She'd better not eat all of those strawberries..."

***

A murmur of consternation fell over the grandstands of Canterlot's royal parade ground as the growing crowd of spectator ponies looked up to see the shimmering purple dome of a shield spell descend over the city. The vast, professionally produced banner proclaiming The Grand Pegathalon that was stretched across the finish line ceased its fluttering as the warm, late summer breeze that moved it and countless colorful pennants went still.

High overhead, the vast, silvery, oblong shape of the T.M.S.S. Ambrosia, which had arrived that morning on a direct flight from Los Pegasus so that the passengers could witness the final results of the race firsthand, spun up its turbines to gain altitude and clear the way for the shield dome.

In one corner of the stands, a trio of mares, a pair of fillies, and an infant foal who'd all made the trip up to the capitol from Ponyville gazed skyward in consternation.

Applejack tipped back the brim of the white stetson she'd acquired at the Carousel Boutique along with a very flattering dress of green and white checked gingham and lace, replacing the outfit she'd destroyed in the barroom brawl in Appleloosa. Her brow furrowed with concern. "Now what th' everlovin' hay is this all about?"

Fluttershy stood at her side with her eldest daughter Windfall balanced on her back. She peered out from behind her flowing pink tresses and raised a hoof to her mouth. "Oh my... I hope nothing scary is going to happen..."

She turned and cast a glance at the peach colored filly. "Make sure and cover your eyes if mommy tells you to, sweetheart." In response, Windfall rolled her eyes and gave a tiny huff, but nodded in acquiescence to her mother's wishes.

Pinkie Pie stood next to her, with her youngest daughter Puddin' hanging from her chest in a foal carrier, kicking her tiny hooves and sucking merrily away on a bottle of strawberry milk, with Tootsie hovering nearby with her cherished Rainbow Dash doll in her mouth. The tails of all three Pies, mother and daughters, were buzzing and twitching like crazy.

Pinkie looked back at her jittering tail with a cocked eyebrow. "Well, I'm pretty sure something's gonna fall."

Applejack lashed her own relatively inactive tail as she gazed skyward. "Well seein' how this here is a flyin' race, that don't exactly bode well, Pink."

Fluttershy flicked an ear and gave a nod to her daughter. "Windy..." The pegasus filly let out an irritated sigh and covered her eyes with her hooves.

Tootsie looked over at her mother and muttered something through her doll. Pinkie gave her eldest an encouraging smile. "No way, sugarcookie. Your Auntie Dashie's an ace flyer. She'd never just fall out of the sky."

She furrowed her brow as her grin faded a bit. "She'd have to have some kinda midair collision, like with a flock of birds or a badly thrown frisbee, or maybe get struck by a freak lightning bolt, or a meteor. Oh, I guess those technically fall, so maybe that's what's gonna happen. You never can tell."

She glanced back at her twitching tail. "Oh wait, we can tell, but then again we never really know the specifics, so it could be any number of things that would cause Dashie to hit the ground and go splat like a poorly flipped pancake."

A stricken look crossed the little filly's chocolate brown face, and she swallowed hard and covered her own eyes with her hooves.

Pinkie caught herself with a gasp, and cast a sheepish grin at her daughter as she reached up and pulled the shivering little pegasus into a reassuring hug, stilling her tiny, buzzing wings as she held her close. "Of... of course, that's a zillion to one shot of even maybe never happening in a million months of Sundays, gumdrop... er... gummy bear. Don't you worry about it one itty bitty nibbly little bit." Her blue eyed gaze turned back skyward as she nervously bit her lip.

Applejack rolled her eyes as Fluttershy cast a disapproving frown in Pinkie's direction. The cotton candy colored mare gave a little hop, jostling her daughters as she pointed a hoof toward the horizon. "Ooh! Something's coming! Look!"

All three mares, and Windfall, surreptitiously peeking over a hoof tip, peered beyond the translucent purple of the forcefield dome, and saw a long, dark, wormlike trail of smoke winding through the air. Not even five pony lengths behind, a sky darkening flight of armored pegasi beat their wings in hot pursuit, a cacophony of ragged cries and horn blasts ringing through the heavens. The murmuring of the crowd rose in volume and urgency as both pursuers and pursued rapidly approached.

***

Doctor Insanity was shrieking at full volume, and full urgency, as the B.A.T. 20 corkscrewed through the air, the rushing wind causing his cheeks to billow out from his clenched teeth like ships' sails before a hurricane gale. "PULL UP, YOU MANIAC! THERE'S A SHIELD SPELL OVER THE CITY!"

Professor Destiny's face was undergoing similar high speed deformation, with the ragged remnants of his mustache fluttering like a hummingbird's wings. "NEVER! WE SHALL NOT BE DENIED OUR VICTORY!"

His brother waved his hooves in panicked exasperation. "WHAT VICTORY? WE'RE GOING TO DIE LIKE BUGS ON A WINDSHIELD!"

The mustachioed unicorn sparked his horn to life with a hysterical grin. "NOTHING CAN STOP US, BROTHER! THIS IS DESTINY!"

His sibling thrashed in his harness. "THIS IS INSANITY! OUR UNSTOPPABLE FORCE IS GOING TO HIT AN IMMOVABLE OBJECT!"

Destiny let out a laugh. "HAH HAH! WELL LETS SEE WHAT HAPPENS, THEN! WE'LL GO DOWN IN HISTORY!"

Insanity covered his eyes. "WE'LL GO DOWN IN FLAMES!"

Green sparks of magic blossomed from the Professor's horn like dandelion seeds blown from their stem, flying to the tips of every single rocket motor mounted in the B.A.T. 20's nacelles. They all lit at once with a resounding BOOM, shooting the brothers and their flying wing forward at ridiculous speeds.

The jet of lurid green flame extended three hundred hooves behind their craft, blackening the faces and singeing the wing tips of the royal guard battalion's vanguard. The vast flight of pegasi were all panting with near exhaustion, glaring blue murder at their quarry.

Gnashing his teeth in apoplexy, Sir Concord brandished his spear over his head and flared his smoking purple stained wings. "GET THEM! DON'T LET THEM GET AWAY! BLITZ DIVE! NOW!"

Wave after wave of his troops dropped into a steep dive as the B.A.T. 20 rapidly approached the shimmering dome over Canterlot.

Professor Destiny's voice rang out over the roar of the rockets. "I LOVE YOU, FLIM!"

Moments before impact, Doctor Insanity's voice shrieked in reply. "YOU COULD HAVE JUST SENT ME A CARD!"

A black mushroom cloud lit from within by eerie yellow and green flames blossomed from the crest of the magical shield, as the aircraft and its inventors punched through with a scattering of smoky tendrils flying in all directions on the other side.

Two gangly, soot blackened forms hurtled through the still air beneath the dome from among a cloud of flaming wooden struts, tattered scraps of canvas, and still active phlogiston rockets that corkscrewed and spiraled along their own unconstrained trajectories trailing their plumes of black exhaust. The scrawny equine shapes trailed their own smoke as they tumbled in a long, descending arc toward the royal parade ground.

Moments later, a succession of meaty thuds rung the magical structure, as the leading charge of air cavalry slammed abruptly into the shield and piled up in a groaning, flailing tangle of battered hooves and wings.

Shining Armor stood in the palace courtyard, staring wide eyed through the slits of his helmet as more and more of Equestria's finest smacked against his signature spell. He barely noticed a burst of white magic atop the ruined orrery tower, but gave a cry of alarm as Princess Luna suddenly popped into being at his side. She clipped the back of his helm with a silver shod hoof and shouted in his ear. "DROP THY SHIELD, THOU ADDLE PATED DULLARD!"

Drop the shield he did, along with the mass of half stunned pegasi that had been piled against its shimmering shell. Mercifully, the rear guard of the battalion had realized what was happening and peeled off, and were able to swoop in to catch their comrades before they hit the ground.

***

Princess Celestia's measured hoofsteps echoed from the stairwell as she returned to the leveled off top of the orrery tower, her face and mane freshly scrubbed, the latter's etherial locks unconstrained by her antique crown, which she'd left in the care of her staff for a thorough cleaning. A bowl of strawberries and cream hovered at her side, and she seemed a fair bit more relaxed as she called out. "I'm back. Did I… miss… anything?"

She stopped dead in her tracks with wide staring eyes as she beheld the bloom of black smoke and debris and the frantic rescue of her plummeting pegasi guards as the shield spell vanished into wisps of magic. She stood like an marble statue, watching as one of the phlogiston rockets wound its way inexorably toward her. In the split second before impact, a bolt of concentrated sunlight shot from the tip of her horn, exploding the projectile scant hooves from her face.

The renewed breeze blew away the billows of soot and smoke to reveal the sun princess standing in the same spot, her formerly pristine coat smudged and blackened, the etherial tresses of her mane and tail askew in jagged paisley swirls, and the bowl of strawberries merrily burning at her side. She telekinetically tossed it over her shoulder and hung her head with a tiny sigh.

***

Another rocket ricocheted off of the palace's bell tower and spiraled down toward the royal sculpture garden. It skimmed over the carved heads of the revered collection of priceless allegorical statues that dated back to Equestria's founding, leaping a hedge and bouncing off a low empty platform in a gated off section of the grounds. The impact dislodged a wooden placard that read "Exhibit Removed for Possible Reformation" and crashed among the thick briars of the hedge maze, setting it violently alight. If some kind of statue had been there, it would have been utterly pulverized by the rocket's impact as if it had been shot point blank with a cannon.

***

Prince Blueblood lounged on the couch in the Ambrosia's royal suite, his beloved circular ice bag around his horn and the blinds tightly drawn against his aunt's interminable sunshine. None of it was doing much to dull the throbbing in his head, nor had polishing off several bottles from the royal wet bar the night before.

He was still quite shaken by his conversation with Fancy Pants. The dissolute prince had lied, prevaricated, wheedled, and hedged for all he was worth, which now wasn't quite so very much as he'd somehow ended up signing over majority control of Royal Blue Airship Lines and several other sizable chunks of his royal portfolio into the distinguished elder unicorn's hooves.

Fancy Pants had also revealed that he'd been in touch via horn with Diamond Tiara's arsenal of lawyers at Flywheel, Shyster, and Flywheel, and had conveyed the news that in light of his wife's unexplained absence several clauses of their prenuptial agreement had been invoked, locking up the rest of her funds behind impenetrable, unscalable walls of legal steel and leaving him with a piteous allowance and very tightly controlled options for what to do with it under the supervision of a veritable quaray eels' nest of a law firm.

The older stallion had subtly hinted that the prince should consider himself quite lucky indeed that Blueblood's feigned ignorance of when his princess had been replaced by the changeling queen, disjointed and sometimes contradictory as his testimony was, would be accepted as fact. Otherwise, he'd be subject to suspicion of colluding with Equestria's enemies at best, or at worst being suspected of actually being a changeling himself. Fancy Pants' dry but vivid description of the so called "Sparkle Method", which would be used to disabuse the authorities of the latter notion, had given Blueblood cause to switch to harder stuff from the bar a bit earlier than he normally would.

And so now there he lay, hung over and miserable and scarcely able to enjoy the sweetness of his wife's long yearned for departure. It just wasn't fair.

His ears levered back at the muffled sounds of explosions outside, followed by a cacophony of shrilly clanging bells and whistles from the bowels of the airship beneath him. He let out a growl as he held his head in his hooves. "What now?"

With a tsk and huff, he lurched upright and stumbled over to the blinds, wincing as he caught the cord in his magic and yanked them open and faced a torrent of sunlight. His faded blue, bloodshot eyes went wide, the pupils and iris' shrinking to pinpricks, as he beheld a careening rocket trailing green flames and black smoke rise over the silvery curve of the Ambrosia's hull and then nosedive into it with a wrenching impact followed by a thunderous explosion.

His left eye twitched as he let the blinds drop back down again.

***

Down in the castle courtyard, Princess Luna and Shining Armor both stared agape and aghast at the horrible blossom of smoke and fire off of the Ambrosia's gleaming shell, that caused the massive airship to list toward the mountaintop. More of the pegasi battalion wheeled toward it, intent on giving aid to the passengers and crew.

Luna reached out a shaking hoof and nudged the Captain of the Guard as she spoke in a low, tremulous voice. "P-put up thy shield, lest we all be smote by yon calamity..."

Shining Armor nodded dully, his horn flaring to life and firing a beam skyward that cascaded a fresh shield dome over Canterlot.

***

In the time all the preceding mayhem had taken place, the two scrawny, blackened equine figures followed a long, lazy parabolic arc, whipped cream, flight suits, coats, manes and tails burning off in a trail of smoke and ash as they plummeted. They came down in the center of the royal parade grounds and bounced off of the turf once, twice, then skidded to a stop as they slid across the white painted line beneath the Pegathalon banner on their bellies.

One of them merely laid there and groaned, his skinny legs splayed out like spokes on a wheel as he gently smoldered. The other reared up his head, his bloodshot green eyes snapping open and spiraling dizzily. He muttered under his breath as the ashes of his mustache flaked away from his lip. "Ughhh. I don' wanna be Perfezzer Desdummy anymore..."

He weaved drunkenly back and forth and flopped bonelessly to the turf, as a rapid fire burst of teleporting unicorn guards and a tightly packed, hovering dome of fuming pegasi surrounded them with a hemisphere of spear points.

***

Up in the stands, Applejack and Fluttershy could only boggle in amazement at the apocalyptic carnage going on overhead, while Tootsie and Windfall kept their hooves tightly covering their eyes. The butter yellow pegasus reached out with a hoof and was covering Puddin' Pie's eyes as well, as the plump little foal placidly slurped away at her bottle.

Pinkie took a glance back at her frizzy magenta tail, noting that it had stopped twitching along with her daughters' tails, and then gave eldest a reassuring squeeze. "There! You see, jellybean? Auntie Dashie wasn't in any danger at all! Everything worked out okay!"

The two mares beside her slowly turned their stunned stares in her direction as overhead, beyond the shield spell's protective dome, the Ambrosia's hull began to cave in like a deflating party balloon against the mountain peak beneath a high plume of black smoke.

***

Miles away Twilight, Rarity, and Apple Bloom clustered around the crystal radio in the Friend Ship's cabin, eyes wide in shock and horror as they listened to the live newscast from Canterlot. Static crackled through the brass bell of the speaker as the announcer's tinny voice could be heard. "... a scene of unimaginable chaos and destruction, as the stray fireworks have damaged the hull of the Ambrosia and have apparently punctured the gas envelope. The timely arrival of the Royal Air Cavalry means that rescue operations are underway, as our brave boys in bronze work to move the collapsing airship away from inhabited areas."

A buzzing crackling thud could be heard. "Fillies and gentlecolts, the airship's lightning chamber has just breached. I repeat the lightning containment chamber has broken open. Citizens of Canterlot are advised to stay clear of tall trees or rooftops, and any unicorns be advised not to go outside with wet manes. I've been assured by the guard that Captain Shining Armor's shield will protect us but we urge you to stay indoors."

A rustling of paper followed. "This just in, several of the stray projectiles were seen headed toward the castle. Once again, the guard urges calm."

A panicked voice in the background could be heard rushing past. "Princess Celestia was hit! The Princess has been hit by a missile!"

After a stunned silence the announcer came back on, his voice edged with hysteria. "Er... R-remain calm, and s-stand by..."

The sound of hooves receding followed. "Aaagh! The sun will never rise again! We're doomed! DOOMED!"

The three mares in the Friend Ship blinked at one another for a moment, then Twilight scrabbled out onto the terrace and grabbed the telescope, spinning it toward Canterlot. Apple Bloom and Rarity tumbled out the hatch behind her, gasping as they saw what she was seeing magnified through the lenses, a boiling, rising cloud of dark smoke and the silvery cylinder of the airship crumpling and wilting as it drifted away among a swarm of gnat like winged motes.

The lavender unicorn reared back from the telescope and grasped the railing in her hooves, clenching her eyes shut as her horn began to glow a blinding white. "Hang on, girls!"

Rarity let out a piercing shriek as the entire gondola of the Friend Ship vanished in a percussive burst of white light.

A moment later, the wind howled in the empty sky as the purple gas bag emblazoned with the Harmony Aeronautics crest rose silently toward the stratosphere, trailing ropes with smoking ends beneath it.

***

Soarin's world was a wind tunnel, with nothing but his labored breathing and the distant mirage of Canterlot beyond his outstretched fore hooves, the relentless thud of his heartbeat in his ears, the roar of the wind in his face. His wings ached bitterly, as did his sides as he fought back against the pain and strove to keep his breath even, keep his pace up, keep his mind sharp from the creeping haze that threatened to envelop it.

Ahead was the goal. Ahead was his proof. Ahead was his prize. A better prize than all the medals and all the trophies and all the photo ops and autograph signings in the world. A home, a family, Applejack. To look into those green eyes of hers and see admiration and pride.

But first, he had to climb this last mountain, and he hoped his body would hold out. An alarming tingle was making itself felt down his left side, and in spite of his effort to control his breathing, he found himself gasping as he pushed himself against fatigue and the resistance of the very air ahead of him.

A sharp crack rang out, followed by a cry, startling Soarin out of his desperate reverie. His head whipped around to see Pip tumbling into a dizzy tailspin, flailing his legs and struggling to regain control of his flight path. With a sparking curse, the sky blue pegasus pulled a wobble winged chandelle and dove like a hawk toward his plummeting wing pony. In short order he grasped hold of the harness in his fore hooves, grunting with effort as he fought to gain altitude with his newly added burden. He spoke in clipped gasps as they rose. "Pip... Talk to me... What happened?"

The spotted test pony shook off his dizzyness and craned his neck with a frown, looking over the harness as best he could. The left forward vane seemed to be flapping erratically. "Bally hinge snapped a shaft. It was one of the patch jobs Doctor Sparkle and Apple Bloom did. Ugh... I can make it move but it's numb, like my ruddy leg fell asleep and I'm trying to walk on it."

Soarin let out a sigh as he tightened his grasp on the harness straps. "Okay. I guess we'll get the bosses to look at it once we get to Canterlot."

Pip's brow furrowed. "What do you think you're doing, mate? We should put down hooves and send up a flare."

The older stallion gave a shake of his head. "I'm doin' my job, kid, getting you and the Moth across the finish line."

The spotted earth pony cast a glare at his partner. "See here, mate..."

Soarin let out a chuckle. "You want me to let go."

Before Pip could reply, another crack sounded and one of the spars snapped. He nervously cleared his throat. "Er... perhaps not..."

He pulled the harness and its wearer closer to his chest with a grim smile on his face. "Just give me what lift you can. We don't have far to go now..."

***

The Friend Ship's gondola re-materialized over the royal parade grounds, smoking slightly as the trio of mares clustered at its rail stared with wide eyes out of soot blackened faces. Twilight's horn was glowing white at the tip fading through yellow and orange to deep red at the base. All three glanced upward, staring blankly at the utter lack of a gas bag overhead. A beat later they opened their mouths wide in a full throated scream as the basket plummeted earthward.

They cut off with a threefold squeak as the un-tethered gondola came to a sudden stop, enveloped in a shimmering aura of golden magic. They clung to the rail and craned their necks to watch in amazement as they drifted gently down and settled onto the blasted, scarred turf. As they sat blinking in disoriented relief, a snowy white shape with broad, gleaming wings flashed overhead and fluttered down for a landing in front of them, trailing disorganized swirls of ethereal colors.

Princess Celestia's violet eyes widened as she looked them over with concern creasing her soot stained brow. "My little ponies! Are you all right?"

Twilight practically launched over the rail, throwing her forelegs around her mentor's graceful neck in a joyful embrace. "Princess! Oh thank... thank you that you're all right!"

The eternal sovereign of the sun's voice cracked slightly as tears pooled at the corners of her eyes, and she brought her tapering wings forward to return her former student's hug. "Thank me and Luna that you're all right, my darling Twilight."

After a moment they disengaged from their embrace and pushed back to look one another in the face, both suppressing wry smiles as each saw that the other was wearing a layer of soot on their face.

Rarity let out a tremulous giggle as she spoke up, wiping a bit of the black stain on her own alabaster cheeks. "Well... we all seem to have hit upon a new style, n'est ce pas? Tres avant garde, non?"

The three mares and their immortal ruler shared a brief laugh, before Twilight looked her teacher in the eyes. "It's certainly been an... interesting week, hasn't it?"

Celestia sighed and let out a chuckle with a fond shake of her head, a warm smile settling on her face. "That it has, my ever faithful student... that it has."

Unicorns and alicorn alike turned as Apple Bloom's concerned voice sounded from down the rail. She was peering through the telescope with a her brow furrowed beneath her pink bandanna. "I hate t' interrupt, gals, yer highness, but it's fixin' t' git a mite more interestin' if'n somepony don't drop that shield spell 'fore th' racers git here."

As one they turned to see the expanding ring of a sonic rainboom in the distance.

A look of resolve settled on the princess' face as she turned, stroking Twilight's mane with a wing tip as she raised her head. "Pardon me, my beloved ponies, but duty calls."

She stepped a few hooves away and braced her long, slender legs as she regarded the shimmering purple dome overhead. With a complex motion of her blackened, tapering horn, she drew her sun shaped cutie mark in the air in a gleaming tracework of light. She gave it a gentle tap in the center, and it rose up, growing into a vast spinning glyph a hundred hooves across until it contacted the shield dome. The magical barrier flickered and vanished with a gentle fzzt sound, followed by a low, rumbling BOOM in the distance as the sound from the rainboom finally reached Canterlot.

A split second later, a cyan blur trailing a rainbow contrail slashed low across the turf, cutting twin stripes of blackened grass across the finish line. It snapped into the familiar figure of Rainbow Dash, who stood with her wings flared looking around frantically. "What happened? What's going on? Is everypony okay? Are we under attack?"

She looked up at the banner overhead, and then looked around her with dawning realization in her maroon eyes. "Did... Did I just win?"

A thunderous roar of applause arose from the crowd of ponies, relieved to have something to cheer about instead of screaming in terror. A giddy smile came to Dash's flushed face. "OhmygoshOhmygoshOhmygosh! I won! I won the Pegathalon!"

A shout came from the edge of the field accompanied by the thudding of galloping hooves. "YEEE HAW!"

They all turned to see Applejack and Pinkie Pie bounding onto the field, with the pink mare's daughter Puddin' bouncing and blowing spit bubbles in her foal carrier. Her elder sister Tootsie screamed ahead with her Dash doll clamped in her dainty muzzle and her best friend Windfall trailing close behind. Fluttershy was at the edge of the grandstands, Staring down a security pony and several bronze armored guards who'd tried to stop them from getting onto the field. They huddled back apologetically as she wheeled and trotted out to catch up with her friends and daughter.

Twilight, Rarity, and Apple Bloom kicked up their hooves with a shout of joy and galloped over to join in the group hug, the Elements of Harmony and their families reuniting with laughter and smiles all around.

Princess Celestia stood back and smiled a beatific smile as Princess Luna and Shining Armor popped into being beside her in tandem bursts of teleportation magic. As soon as they'd ascertained what was going on, the unicorn guard captain tossed aside his enclosed helmet, revealing the close cropped stubble of his formerly singed off mane over his glistening eyes and wide grin as he bounded over to greet his sister with a hug. The pale princess of the sun gave a contented sigh and laid her wing across Princess Luna's dusky withers, sharing a private smile with her sibling.

A few minutes later, another roar went up from the crowd as a dusky purple pegasus stallion with a comet tailed star for a cutie mark glided in for a landing. Dash disengaged from her friends and strutted over to greet Shootin' Star with a hoof bump up high, down low, and too slow, before leaping forward to hug him. "Way to go, Star! That's one for the record books!"

The young Wonderbolt let out a merry laugh. "I gotta get ya to teach me that move, darlin'."

They turned as the spectators set up another cheer, as the tawny, blonde maned figure of Golden Bay, with his life partner Granola close behind, sailed across the finish line with an exultant whoop.

After a few more minutes of excited chatter and horseshoe shaped garlands of flowers being brought out and hung over the first, second, third, and fourth place winners withers, another roar went up from the crowd, tinged with murmurs of uncertainy. A double pony with two sets of wings approached, flying erratically as it dropped precipitously toward the field.

Twilight galloped forward with her tail hiked, wrenching the telescope free from the wreckage of the Friend Ship's gondola and raising it to her eyes. "It's them! It's Pip and Soarin!"

The Harmony Aeronautics team wobbled in the air, the left wing creaking as they dipped drunkenly toward the battle scarred turf. Pip kicked his sturdy earth pony legs and bounded them both back into the air, sending them on a final weaving nosedive over the line.

He tripped on the ripped up sod, the damaged wing snapping loose and fluttering in a crazy spiral as he skidded face first to a stop. Soarin flipped end over end and rolled to a stop with his wings splayed and his hooves sticking up in the air. His tongue flopped out of his mouth as a gargling sound bubbled up from his throat and he eyes faded out to X's.

The Apple sisters were instantly on the move, galloping toward their beaus with a loud cry of their names.

Apple Bloom skidded to a stop and knelt down beside Pip. He reared his head up and shook it, and spat out a mouthful of sod before giving her a gleaming smile, which was quickly buried in a passionate kiss.

Applejack stood over Soarin with a frantic look on her face, tears streaming down her freckled cheeks. At the sound of her calling his name again, he stirred, the X's in his eyes rolling aside to reveal his unfocused green irises. He looked up at her, her golden tresses and the white circle of her stetson's brim outlined in gleaming sunlight. He murmured, entranced by her beauty. "Am... am I in Elysium?"

Her expression melted into a smile of boundless relief as she shook her head. "No, darlin'. Yer in Equestria with me..."

Soarin smiled through his aches and pains as he pushed himself up, his lips meeting hers in a kiss. "Even better."

Nearby, Rarity sidled up to her partner's side and let out a sigh as she laid her forehead against the lavender mare's neck. "We did it, darling. We did it."

Twilight nodded, beaming with satisfaction. "Yes! Harmony Aeronautics' team tied for fifth place. Which is rather good considering nopony's ever done it our way before."

They leaned on one another as the majestic figures of Spike and Quillina could be seen making their final approach, with Flies Like Thunder and Long Range wheeling over the hills in the distance, bearing the end of a very eventful Pegathalon on their wings.

Part 43 - Clearing The Air

Flights of royal guard pegasi began to drop off the disheveled, shell shocked passengers of the Ambrosia after rescuing them from the airship's catastrophic deflation. To a pony, despite their finery being in tatters and their faces smudged and soot stained, they all wore expressions of extreme relief and joy at having their hooves on good old terra firma. Several were actively kissing the ground.

A cadre of the armored unicorns had winked in and formed a cordon around the Princesses, Harmony Aeronautics, and their friends at Shining Armor's command, allowing them some privacy and respite from the clamoring crowd. Twilight expended the last reserves of her magical energy to duplicate the grooming spell she'd seen the Spectacular Trixie perform in Los Pegasus, cleaning and combing Princess Celestia, Rarity, Apple Bloom, and herself in a shimmer of purple sparkles as more cameras came to be pointed in their direction.

Pinkie Pie pondered the proceedings, pouting pensively as a plethora of ponies populated the parade grounds while the paparazzi procured pictures. She stroked her chin with a hoof, watching as more and more spectators found their way down from the stands to gather on the field in merrily chattering clusters, talking excitedly about the results of the race while flashbulbs sparkled all around.

After a few moments of alliterative analysis, the pink mare brightened up, jabbing a hoof skyward. "I know just what we need right now."

Twilight cast a look toward her with a cocked eyebrow, well aware of what the answer would be when she asked. "What's that, Pinkie?" Her shared glance with the Princesses, Rarity, Fluttershy, Dash, and the Apple Sisters confirmed to her that they all knew what their cotton candy colored friend would say next as well.

The frizzy maned earth pony drew in breath and bunched up her knees in preparation to give her answer, when she was interrupted by her infant daughter Puddin' waving her little hooves and calling out in a loud squeak. "Pawtee!"

Pinkie's legs stiffened as she looked down at her tiny, burbling foal. "Chocolate and Peanut Butter! Puddin' just said her first word!"

She cocked an eyebrow of her own as she looked back at her friends with a mystified expression. "Funny, it was Tootsie's first word too. What're the odds?"

They all exchanged bemused looks as she reached up with a hoof and gave her infant daughter a gentle poke in the belly with the tip of a hoof, eliciting a bubbly giggle. "That's right, Puddin', it's time for a party! Yes it is! Yes it is!"

She started bouncing on her hooves. "A Yay for Dashie Winning the Race, Yay for Twilight and Rarity Winning the Royal Charter, Yay for Applejack and Soarin' Getting Engaged to Get Hitched, Yay for Apple Bloom and Pip Making Up and Going Steady, Yay For Princess Celestia Not Blowing Her Top Over Her Guards Having Accidents Anymore, Yay For Everypony Else Not Getting Blown Up, Glued Together, Burned, Poison Joked, Lost In a Sandstorm, Replaced by Changelings, Thrown In Jail, Getting Crushed by a Blimp or Hit By Any More Pies Than Necessary, Glad We Made It to the Pegathalon After Party Party!"

She took a deep breath, and turned to fish through her laden saddle bags, producing a brightly blue and pink striped object roughly the size of an orange, more a large grapefruit, actually. She held the sphere on her hoof, catching a pin in her teeth and pulling it free, then lobbing it high overhead with an exultant cry. "Heads up, everypony!"

It exploded about a hundred hooves up in a burst of pink and moments later it was raining multicolored balloons, streamers, and confetti across the breadth of the parade ground over the startled, then mystified, then delighted crowds of ponies below. As the brightly hued decorations rained down without sign of stopping, the other Elements of Harmony looked around in amazement. Tables full of cake and punch and a surfeit of other tasty treats seemed to have been set up out of nowhere, along with colorful blue and white striped pavilions for revelers to gather beneath.

Soarin stood unsteadily on his hooves, leaning on a softly blushing, beaming Applejack with a wing draped over her withers while the other hung limply down at his side with the primaries dragging in the grass. He gave Pinkie an apologetic smile. "I'm sorry, Mrs. Pie. I've heard all about how legendary your parties are, but right now I'm so tired I'd just pass out face first in my cake. All I wanna do now is curl up on a cloud and sleep."

The pink mare gave him a grin. "Aw, that's okay, Soarey. You'll just have to party that much more at your wedding reception." She followed with a wink to him and Applejack, causing them to share a mutual smile.

Shining Armor flicked an ear and stepped forward with a smile. "One cloud comin' up, Lieutenant."

He gave a bob of his horn and whistled to one of the armored pegasi hovering nearby. "Corporal! Go find the fluffiest, softest cumulous you can and bring it here for Lieutenant Soarin on the double." With a crisp salute the guard pony mounted to the sky.

Applejack nudged her fiancé with a sidelong smirk. "Not so fast there, darlin'. I ain't gonna let ya outta reach now I got ya back."

She turned to Twilight with a hopeful expression on her face. "I know y'said y'were tapped out, Twi, but do ya think ya got a li'l bit o' juice left t' do that cloudwalkin' spell o' yers?"

Before the lavender unicorn could reply, Princess Luna stepped forward, brushing her wingtips down the scholarly mare's back. "I got this one, Twilight Sparkle. You've worn out your horn enough for one day."

With that, the night princess' own tapering horn glimmered with scintillating blue magic, that swirled in coruscating streams down toward Applejack's hooves, momentarily making them glow and causing the blonde earth pony to hover about an eighth of a hoof off of the ground before settling gently back down on the ragged turf.

She tipped her snowy white stetson with a grin. "Much obliged, yer highness."

Luna casually waved a wing. "De nada, cowgirl. Happy to help. You kids have earned a little quiet time together from what I've heard."

Moments later, the pegasus guard corporal returned pushing a cloud that looked as if it had been crafted out of lambs' wool, which he set down on the ground with a bow to the princesses and his commander before fluttering off to rejoin the cordon.

Soarin and Applejack walked over to it, with the sky blue stallion gallantly bowing as he extended a hoof to help her step up onto the billowy surface. She in turn reached down and hooked her fetlocks with his to pull him up with her. They nestled in side by side, hoof in hoof, on the fleecy cumulous as Soarin laid his wing across his fiancée's back. She let out a chuckle and doffed her stetson, setting it on his head and then nuzzling his cheek.

He gave them a drowsy smile and a wave of his free hoof. "See everypony later."

Princess Celestia gave the couple a regal nod. "Rest well, my little ponies. And well done, you've much to be proud of."

Princess Luna nodded with a warm smile. "Yeah, sweet dreams." She gave them a wink. "Satisfaction guaranteed or your money back."

Applejack and Soarin gave a bow as the cloud they laid on began to gently ascend, rising to its natural elevation several hundred hooves up in the golden late afternoon sunlight.

The dusky princess of the moon raised a hoof to her mouth in a wide yawn. "Now, speaking of catching some Z's, it's waay past my royal bedtime, and I've got a busy night ahead of me."

The moon's regent turned an inquisitive smile to Celestia. "You don't think you could take on Moonrise Court solo for tonight and give me a chance to sleep in, could ya, sis?"

The gleaming ruler of the sun pawed at the ground uncertainly as she met her sister's gaze. "Well... I was rather hoping to retire early after today's... excitement, Luna..."

A wry, lopsided grin played across the night princess' dusky features. "The way I see it, since my Pegathalon team won the challenge, I oughta get something out of it."

Princess Celestia rolled her eyes with a slightly weary sigh tinged with a smile. "I suppose so, but I find myself wondering exactly how extensive the 'stakes' in this little 'wager' I apparently entered into with you are going to be."

Luna gave her sister a mischievous smirk. "Oh, you'll find out eventually." She winked at her sister. "Don't worry, sis, I never play to break the bank."

Her expression became earnest. "Seriously though, this isn't all just for flits and giggles, I've got a 'walk' to do that may turn out to be significant."

A nod of mutual understanding older than the castle that loomed in the background passed between them, and Celestia bobbed her long, tapering horn in acquiescence. "Very well, my beloved sister. Sleep well."

The dusky night princess gave her a grin. "That's the only way I know how. See ya in the morning."

She turned her smile on Twilight and Rarity. "You did me proud, kids. I'm psyched to see what you come up with next."

Then she turned to Pip and Apple Bloom, stepping forward to give the young stallion a kiss on the forehead. "And I'm especially proud of you, my little pony. You faced your fears, proved your worth, and it looks to this old mare that you've found the filly of your dreams."

She met Apple Bloom's eyes and shared a smile with her, before craning her neck to nuzzle the young mare's forelock. "Remember to hold on loosely, but don't let go, sweetheart."

She winked at Pip, eliciting a blush on the test pony's coltish face. "I'm not kidding when I say he dreams about you."

With that, she gave everyone a wave, and took wing toward the castle, vanishing among the lengthening shadows of the towers.

Princess Celestia ruffled her own snowy wings, giving the remaining ponies around her a benevolent smile. "Well, just as my sister has some sleep to catch up on, there is much I need to accomplish before I settle the sun and raise the moon." A mildly annoyed expression crossed her face as she blew a lock of flowing magenta out of her eyes. "And thus, I shall be taking my leave. Shining Armor, if you'd be so kind as to attend your princess."

The captain of the guard snapped to attention with a flick of his horn, but a moment later his attention was drawn, along with everypony else's, by an urgent call from outside the cordon. "Wait! Princess Celestia, wait! Before you go!"

A gruff voice called out in response. "Halt! Who goes there?"

A cluster of unicorn guards' horns flared, as the large forms of Spike and Quillina stopped short, their leathery wings flaring in dismay as the adolescent drake stepped forward to shield the larger dragoness, his green slitted eyes wide with alarm and his claws raised in submission. "Woah! Hold on! We're friendly!"

The sun princess gave a bob of her horn to Shining Armor, who called out to his subordinate. "Stand down, sergeant."

The cordon parted to allow the young dragons to approach the immortal co-ruler of Equestria, as Shining Armor was joined by Twilight at her side. Spike folded his wings and bowed deeply. "Your highness, I'd like very much to present Miss Quillina, Mistress of the Delve Ender Hoard, of the line and clan of Quarrag Delve Ender."

Princess Celestia raised a hoof and gave a courtly bob of her horn to the gilded dragoness, a benign smile on her face. "Charmed to make your acquaintance, Quillina."

The young heiress' amethyst colored eyes lit up as a blush appeared on her gleaming cheeks. The ground beneath everypony's hooves shook as she danced from foot to foot, bunching up her shoulders with glee as she let out a squeal accompanied by flickers of pink flame from her nostrils. "Oh Princess, y'all're so pretty!"

She caught herself, her blush intensifying, as she dropped to all fours and gave a classic Equestrian curtsey with only a little shaking of her wings. "I... I do beg your pardon, your esteemed highness. It... it's an honor t' meet y'all."

Celestia let out a chuckle, running a hoof through her flowing, ethereal mane. "Well, my dear, you hardly find me at my best today, but still you flatter me. Perhaps while you're visiting our fair city of Canterlot, you'd accept a royal invitation to take tea with me some afternoon under more refined circumstances."

Quillina's eyes grew wide and glistening, and she replied in a shaky voice. "You... and li'l ol' me... take... tea..." She let out a sound like a tea kettle boiling over and swooned into Spike's arms, nearly flattening the smaller drake beneath her.

He braced his legs and looked up at the princess over the dragoness' prostate form as he fanned her with a wing. He let out a small grunt as he gave his former caretaker a wry grin. "Oof... She'd be thrilled to accept your invitation, princess."

The regent of the sun gave him a wry smile. "I look forward to it, my faithful dragon. Please consider yourself invited as well."

He returned her smile with an earnest grin. "Thanks, your highness."

She gave him a nod, then turned to Twilight and Shining Armor. "Well, now I simply must be going."

She leaned down and touched the tip of the lavender unicorn mare's horn with her own. "I look forward to hearing more about your adventures this past week, my beloved student. We'll have to take some time to get together once everything's settled down."

Twilight smiled back at her. "Can't wait, Princess. There's quite a lot to go over."

Celestia gave a chuckle. "That's one of the perks of immortality, Twilight. I've got plenty of time to spare."

Her face settled from a fond smile to her usual serene expression tinged with a slight note of regret. "But none right now. Shining Armor, if you would?"

The tall unicorn turned and gave his younger sister a heartfelt hug. "See you later, Twiliy. Caddie and I will bring the fillies by, and you can practice telling the story to them. You can bet bits they'll be asking you tougher questions than her highness will."

Twilight chuckled as she smiled up at him as they disengaged. "Thanks for the warning. I'll try to get rested up before then. Give 'em all hugs n' kisses from me when you see 'em."

He gave a laugh and waved goodbye as he fell into step beside his towering ruler, who proceeded to make her stately way through the cordon of guards, taking a number of them with her as the remainder fanned out to keep the press of ponies and the pony press back from Harmony Aeronautics and their friends and family.

***

The sun was painting a particularly soothing palette of warm oranges and purples on the horizon as the spontaneous festival on the royal parade grounds remained in full swing. As the day had gone on, more ponies from the city had wandered by to see what was going on and join in, which in turn had attracted a number of vendors from Canterlot's market districts and restaurants. A large influx of revelers had come as the families and friends of the Ambrosia's passengers and crew had arrived to find their loved ones shaken but unharmed, confirming for themselves the near continuous litany of calming proclamations issuing from the palace.

The happy result of one such reunion approached the cordon of guards with weary smiles on their faces. Spotting them with her keen eye, Rarity came bustling out from beneath the pavilion that Pinkie had somehow arranged for the group, a welcoming smile on her alabaster face and a spring in her step.

The only sign that Fancy Pants had been through a catastrophic airship crash was that his ascot was loosened and his mane was a bit tousled. His wife Fleur walked close by his side, elegant as ever if a bit more angular with age, the barest smudging of her makeup telling the story to Rarity's practiced eye of a tearful welcome for her husband. The couple's youngest son Tweed lay sprawled on his father's back, completely tuckered out from all the day's excitement, while their eldest Knickerbocker skipped along at Fancy Pants' side, still in his silver grey jacket and cap from Platinum Prep.

Rarity swept towards them with a grand toss of her glossy mane. "Darlings! I'm ever so glad to see you all in good health and high spirits after that dreadful calamity!"

Fancy Pants gave a bob of his horn and favored her with a wry grin. "Well, I'll admit my monocle popped loose a couple of times back there, but regardless of all that I simply thought that it would be quite remiss of me to not stop in for a moment and offer my fond congratulations to Harmony Aeronautics, my dear."

Fleur leaned against her husband, a sly smile on her face as she twined one of her delicately tapered fore hooves with his. "And our thanks as well, ma chère." She gave Rarity a wink. "I imagine our bookmaker will be in quite the jolly mood when we contact him tomorrow."

The dignified stallion chuckled and leaned over to give his wife a peck on the cheek. "MmmYes, quite."

He removed his monocle and polished it a bit on his ascot as he turned his attention back toward Rarity. "And while we're on the subject of profitable ventures, I do have something of a business proposal for you, if you're willing to hear me out."

The alabaster mare raised one of her elegantly curved eyebrows. "Why ever would I not be, darling?"

Fancy Pants replaced his monocle and cleared his throat. "Well, word has come to me that your recent experiences with the Royal Blue Airship Line have been... less than satisfactory to say the least."

A small twitch fluttered Rarity's left eyelid, and her smile became a bit more fixed as she lashed her tail. "To say the least..."

The unicorn magnate pawed at the ground, an earnest look on his face. "That being the case, I'd like to offer my most heartfelt and sincere apologies on behalf of the firm, as Royal Blue's majority shareholder and newly instated Chairpony of the Board. If you can see your way to forgiving us, I'm quite certain that a relationship between our airship line and your company could be quite lucrative indeed."

Rarity blinked, and then a thoughtful look settled on her face as she tapped her chin with a hoof. "Go on, sir..."

Fancy Pants gave a slight shrug. "Well, sporting tours, for a start. Outfit an airship as a sort of mobile base camp, like a ski lodge or a cruise ship with snorkeling tours, and rent out your wings to the passengers for aerial excursions. It'd take the tourist trade by storm, I'd imagine."

His smile tweaked up a bit at the corners as he gave the alabaster mare a searching look. "And we'd have plenty of other uses for your device. Safety, for example. Just look at what happened today."

He gave his wife's hoof a squeeze as he went on, prompting her to rub her cheek against his as he wrapped his tail around his eldest son's tail. "Everypony on the Ambrosia was dreadfully lucky to have a battalion of highly trained pegasi near to hoof when she went down, doubly so when one considers we were over a major city with full emergency facilities. What if that had happened over Horseshoe Bay? Or the San Palomino desert. Or heaven forfend, over the Badlands?"

His brow furrowed a bit. "The balloon lifeboats we use now cost precious minutes to deploy, and loading them in a panic situation is the sort of problem that keeps our senior officers and safety department awake at night."

The distinguished stallion gave Rarity a warm smile. "But consider if every stateroom were equipped with one of your harnesses. And all the crew besides, thoroughly drilled in their use. If a 'ship went down in that case everypony could just fly to safety. QED."

He cocked a hopeful eyebrow. "What do you think, my dear?"

A similar smile spread across the elegant fashionista's face, and she extended her hoof to him. "I think you plead a very eloquent case, darling. I'm more than willing to let bygones be bygones, in light of a change in company leadership and one hopes company policy as well."

Fancy Pants accepted her hoof and leaned down to kiss it. "Well, considering that prior company policy seemed to be to regard you as a threat to our operations, I can guarantee you that that isn't the only thing that's going to change around Royal Blue."

Rarity set her hoof down with a winning smile. "Excellent news. I look forward to discussing the matter further, both with you and with my partner Doctor Sparkle as well as our chief engineer. I'm sure they'll have all sorts of wonderful ideas."

The unicorn stallion drew himself up with a satisfied bob of his horn. "Without a doubt. I'll be in touch in a more official capacity once all this beastly rigamarole from the Ambrosia going down gets cleared off of my desk."

He cast a warm look at his family. "But now I've got to get my lads here home and tucked safely into bed."

Fleur batted her eyelashes and kissed him on the cheek. "Et ta femme aussi, mon chèr"

A slight blush flitted across his cheeks, and he cleared his throat with a sly smile back at his wife. He gave Rarity a bow. "If you'll excuse us, my dear."

She let out a silvery chuckle and waved him away. "Of course, darling! Bon soir!"

She stepped up and gave the parents kisses on both cheeks, and planted a kiss on the colts' foreheads, which made the younger stir a little in his sleep and caused the elder brother to blush hotly and dig his hoof. They parted with a laugh, as Rarity turned and trotted back to the pavilion with her tail hiked.

Fancy Pants nuzzled his wife's cheek as they walked away, giving her a sidelong smile. "Well, that went swimmingly. Now I've only one more conundrum to solve."

Fleur cocked an ear. "Oh, and what might that be, mon petit chou?"

He gave her a smile with a spark that glinted on his teeth. "You're so beautiful I never want to part with you again, but you somehow get more beautiful every time I'm away. What ever should I do?"

The elegant unicorn tossed her powder pink mane with a peal of laughter. "Let's just say that flattery will get you nowhere, you silver tongued scoundrel."

***

Rarity returned to the pavilion with a vivacious spring in her step, where she met Twilight's gaze with a smile. "I just had the most marvelous conversation with Fancy Pants. I think things are going to start moving faster for Harmony Aeronautics, my darlings."

The others were gathered around a folding table laden with food and drink, relaxing and chatting as the glow from the firefly lanterns hanging from the shelter's peaked roof began to overtake the fading sunlight outside. They perked up their ears with interest as the alabaster coated fashion mogul rejoined them. Twilight steepled her hooves as she shifted in her seat. "Oh? What did you talk about?"

Rarity settled in to regale them. "Well, I..."

The pavilion shook as a booming voice from outside cut her off. "I'M LOOKING FOR THE OUTFIT THEY CALL HARMONY AEROPHONICS. WHAT? YES YES. HARMONY AERONAUTICS. RIGHT. ARE THEY AROUND HERE, SONNY? PRINCESS CELESTIA TOLD ME WE COULD FIND THEM OUT HERE."

A shock of recognition went through Rarity, Twilight, Pinkie, Rainbow Dash, Apple Bloom, and Fluttershy as they met eyes across the table. The butter yellow pegasus gave a shuddering sigh and brought a hoof to her face as her daughter Windfall's eyes lit up. The little peach colored filly leapt out of her mother's lap and darted outside, shrieking with glee. "Grandpa!"

The mares all exchanged a glance as they climbed to their hooves to head outside. The voice boomed with incredulity. "WINDY? BLESS MY BREEZES, WHAT ARE YOU DOING HERE?"

Twilight and Rarity stepped outside with the others in tow, to the sight of a delegation of pegasi in tailcoats, each wearing a blue and white ribbon with a silver seal bearing the cloud and rainbow crest of Cloudsdale and carrying a tophat in the crook of their foreleg.

Spitfire stood with them, decked out in her dress uniform but sporting a swollen lip, a black eye, and a bandage crossed bruise on her forehead. She gave them a weary smile as they approached, returning Dash's salute with a wink.

At the head of the party from Cloudsdale was a large, dappled grey stallion with a dark black mane and bristling beard that gave him a decidedly leonine quality, with jagged lightning bolts of yellowish white hair streaked back from his temples and forking from his chin. He wore a silver grey morning coat and ascot, with the crest on his ribbon forged in gold. The cutie mark adorning his muscular, spotted flank was a swirling shape around a stylized eye. He sat on his haunches with an uncharacteristically sweet smile on his face as he held little Windfall up in his huge hooves, allowing her to throw her dainty forelegs around his bull neck.

He looked up from nuzzling the filly's peach colored cheek as Twilight and Rarity approached, his eyes like icy coals of pale blue burning beneath a thick, beetled brow. The lavender scholar stepped forward, politely clearing her throat and giving a bob of her horn. "We're the principal owners and operators of Harmony Aeronautics. It's good to see you again, Lord Hurricane."

The dark thatch of the stallion's brow shot up as he gently set his relatively tiny granddaughter onto his broad back between his smoky grey wings. "WHY, IF IT ISN'T MY FLUTTERSHY'S LITTLE MAREFRIENDS FROM PONYVILLE. I HAVEN'T SEEN SOME OF YOU SINCE THE WEDDING."

Rainbow Dash nudged Fluttershy with a wing and murmured out of the side of her mouth. "Is it me, or has your dad gotten a little quieter since he got elected mayor?"

Her soft spoken foalhood friend pawed self consciously at the ground. "Um..."

A toothy smile spread across the mighty stallion's face as he spotted the furtively cringing, butter yellow pegasus mare and beckoned her over with a broad hoof. "THERE'S MY GIRL. COME HERE AND GIVE YOUR OLD SIRE A HUG."

Fluttershy let out a tiny sigh and slouched over to greet him, letting out a squeak as he wrapped a massive foreleg around her and crushed her to his chest. Her gentle voice took on a tone of long suffering after he relaxed his iron grip enough for her to breathe. "Hi Dad."

The lightning maned stallion laid his fore hooves on her shoulders and pushed her back so he could get a look at her, his smile widening as he did. "WE'LL NEED TO TALK ABOUT WHEN YOUR MOTHER AND I CAN EXPECT YOU TO BRING THE GRANDFOALS AROUND FOR A VISIT AFTER I'VE CONCLUDED MY OFFICIAL BUSINESS HERE."

His daughter's ears drooped as she replied in a weary voice. "Okay, Dad."

Lord Hurricane nodded in satisfaction. "GOOD GOOD. NOW THAT THE TWINS HAVE FLEDGED YOU HAVE NO EXCUSE TO STAY AWAY."

She looked away, murmuring softly under her breath. "Except preserving my hearing..." She pawed at the ground with a crease in her brow. "... and my sanity."

He rose to his hooves, grunting a bit with the effort of hefting his burly frame upright. He then flared out a broad wing and gently nudged Fluttershy aside. At a nod from her mother, Windfall reluctantly fluttered up from between her grandfather's wings and landed on the butter colored mare's back, as the imposing stallion focused his piercing gaze on Twilight and Rarity again. "NOW, REGARDING THE REASON I'VE COME HERE."

He cleared his throat like the rumbling of thunder as he drew himself up with a dignified expression settling on his face. "AS MAYOR OF CLOUDSDALE, I'VE COME AT HER HIGHNESS PRINCESS CELESTIA'S EXPLICIT REQUEST TO EXTEND AN OFFICIAL APOLOGY TO HARMONY AEROBONICS ON BEHALF OF..."

One of the other pegasus dignitaries chimed in in a low voice. "Aero naut ics, m'lord."

Hurricane flicked his tail in irritation. "AERONAUTICS, LIKE I SAID. WE'D LIKE TO EXTEND AN OFFICIAL APOLOGY ON BEHALF OF OUR CITY AND ITS CITIZENS FOR THE UNFORTUNATE RECEPTION YOUR PEGATHALON TEAM RECEIVED EARLIER TODAY."

Rarity stepped forward with a genteel smile and a flourish of a gleaming white hoof. "Forgiven and forgotten, my esteemed Lord Mayor. We're quite sure that once the denizens of your fair metropolis become used to more and more earth ponies and unicorns flocking to Cloudsdale wearing our harness, the welcome they extend will be much more cordial."

A murmur of unease went through the other pegasi delegates, as Lord Hurricane's dark brow furrowed in the beginnings of a scowl. "URM... MORE UNICORNS AND EARTH PONIES COMING TO CLOUDSDALE WITH YOUR... IMITATION WINGS, YOU SAY..."

The alabaster mare gave a toss of her curling violet mane, her smile widening. "Yes! Every one of them excited to spend their time, and their money, getting to know your wondrous city in the clouds and its charming pony folk, experiencing all the local color, shopping, dining, buying souvenirs, injecting who knows how many thousands of bits into the economy. If one stops and thinks, one can only just imagine how wonderful, and lucrative, it will all be for everypony involved."

The tone of the murmuring from the rest of the delegation began to shift to a more guardedly upbeat tone, as a sly smile spread across Spitfire's battered face. The Mayor's brow lowered like a storm cloud over his eyes as he chewed his lip in deep, ponderous thought. "HURRMMM... YES..." His voice dropped to a low, almost indoors worthy level of volume. "Yes..."

The dark curtain of his eyebrows drifted upward as his wall of teeth reappeared in a growing smile. "YES! AND SO IT WOULD FURTHER BEHOOVE THE CHAMBER OF COMMERCE... ahem... I MEAN, THE CITY ELDERS TO GUIDE OUR PROUD SONS AND DAUGHTERS TOWARD A MORE ACCEPTING FRAME OF MIND. TO WELCOME OUR LANDSTANDING BROTHERS AND SISTERS AMONG US WITH OPEN WINGS, IN THE SPIRIT OF HARMONY THAT IS THE FOUNDATION OF OUR ECONOMY... I MEAN, OUR FAIR KINGDOM."

The babble among the Cloudsdale delegation had become overwhelmingly positive, and the dignitaries stomped their hooves enthusiastically as a cheer went up from the surrounding crowd. Rarity cast a sidelong wink to Twilight as both mares beamed up at Lord Hurricane.

Fluttershy stepped up to her father and stood on the tips of her hooves to give him a peck on the cheek. She craned her neck to whisper in his ear. "Good job, Dad. I'm proud of you."

He lowered his voice as far as it could go. "Well, if I'm willing to let my only daughter marry an earth pony, I certainly shouldn't have any problem welcoming more of them as tourists in my city."

A wry smile crossed the soft spoken pegasus' face. "Okay, then I'll get Twilight and Rarity to make an extra large flight harness so Macintosh can come along when I bring the foals for a visit."

The imposing pegasus rolled his gleaming eyes. "Fine, he's more than welcome, as long as he promises not to talk everypony's ear off." He gave her a wink and a grin, accompanied by a deep bass squeaky noise.

She smiled back, nuzzling his cheek, as stars began to appear in the twilight sky. High above, Applejack and Soarin let out a contented sigh and snuggled against one another, as the constellations of the Pegathalon's founders twinkled in the dome of the heavens.

***

Princess Luna felt the slightest tingle as she passed through the veil, her deep indigo wings sifting the subtle medium that only she and a hoof full of unknowable psychopomps could traverse at will.

She traced a spiral, a tightening gyre, toward an imposing palace at the center, a towering spire ringed with galleries and promenades and soaring buttresses hung with ornaments of gold and crystal.

The structure was ringed round by gardens and orchards, from which the sounds of laughter, at once joyous and mocking in tone, could be heard. The princess paid them no heed as she passed over the lush treetops, knowing in her fashion that they were nothing but phantasms.

Overlooking the fruit trees, a jagged battlement with no gates or sorties or doors of any kind circled the palace, the cold barrels of bombards jutting between the sharp crenellations. She touched down beside one, her silver shod hooves clacking softly on the flagstones, her mane of stars undulating on its own wind as she cocked her head to examine the brutish weapon. The steel was cracked and splintered, but held its shape out of habit, like a shattered clay vessel that had reassembled itself.

Luna tapped her delicate chin with a hoof, then bent her tapering horn toward the bombard. It crumbled soundlessly at the slightest touch, prompting her to give a sage nod. She perked her ears up as a voice, mournful but with the slightest hint of hope in its tone, echoed from an ornate doorway. "Is somepony there? Anypony?"

The moon's regent turned toward the dark opening. "There is."

A gasp echoed from the depths of the palace, followed by the same voice, now imperious yet tremulous. "You... you may approach the throne."

She perked her tapering ears, straining to hear the faintest addendum. "Please..."

Luna's dark wings rustled as she folded them, stepping through the archway as she intoned in an even voice. "As I am bidden, so shall I enter, in keeping with the custom and duty of my office."

Her hoof steps echoed in darkness, winding through halls festooned with faded tapestries and busts of pink stone and crystal, depicting a mare through her years from foalhood to young adulthood. Presently, her path led her into a large, vaulted hall, a fantasia of crystal chandeliers and sweeping taffeta curtains, arranged around a tall dais surmounted by a throne of apple sized diamonds arranged in the fashion of a tiara.

The young mare depicted in the gallery sat huddled atop it, clad in a billowing gown of gold and samite, her lavender and pearl mane streaming from beneath a glittering diadem that matched her throne. A spiral cone protruded from the center of the crown, and a pair of wings made of lace feathers protruded from the dress' saddle. A look of weary misery hung on her features, as she stared dully into space.

Her ears perked up at the click clack of silver shoes on marble, and she shook off her reverie as she surged to her hooves. Her glistening eyes went wide as she saw who her dusky visitor was. "P-princess LUNA?"

The ruler of the night smirked and gave a curt bob of her horn. "Yeah... Me. Care to chat for a bit, Diamond Tiara?"

They were in the Ponyville Schoolhouse, with the young mare wedged into one of the student desks toward the front, still clad in her elaborate gown, and Luna seated behind the teacher's desk gazing levelly at her over steepled hooves.

Diamond Tiara took a nervous glance at her surroundings and bowed her head. "It... it's an honor, your highness, that you'd visit me in my dreams. I guess this is a dream..."

Princess Luna gave an airy wave of her hoof. "Yeah, it is. Looks like a classic "Overdressed for School" scenario."

She cleared her throat as she drew herself up with a stern look clouding her dusky features, planting her hooves on the desktop and standing as she flared her dark wings. "Anyway, the reason I came here is to find out what the deal is with all these schemes you've been ham-hoofedly running against Harmony Aeronautics."

Diamond Tiara cringed. "S-schemes?"

The night princess nodded. "Yeah. You hired that bunch of hockey goon griffins to rough my colts up."

Her eyes narrowed. "Bad idea there. Harmony Aeronautics were flying under my patronage. Any harm done to them is a personal affront to me. Pip Squeak in particular is one of my favorite little ponies. If he'd been hurt at all I probably woulda gone medieval on your little pink rump. So thank your lucky stars that he wasn't, and that the rest of them came out okay."

She gave a toss of her etherial mane. "But moving on, there's also the matter of you setting those two fruit loop unicorns loose on Equestria. It didn't take much digging for me to find out that Flim Flim Flam used to work for you, and that he'd been dispatched personally to Cutica to rattle the bats in his brother's belfry."

Luna flicked an ear and continued. "And last but not least, your little run for the border on the Ambrosia endangered a whole shipload of innocent ponies, and on top of that you opened up a window for her royal grodeyness the changeling queen to slither back into the kingdom. Nice going on that one."

They were in the middle of a howling, dun colored wasteland, amidst twisted rock formations and clouds of stinging grit. Diamond Tiara dropped to her belly with a wail of despair, as the scouring wind stripped her regalia away in shreds from her shriveling body, leaving her a gaunt figure of skin and bones sprawled helplessly on the cracked earth. Her sunken eyes bulged wild with terror as black, hole pocked mockeries of hooves burst from the ground, grasping and tearing and pulling her down into a shifting sinkhole.

She reached out a trembling hoof toward the looming monarch of the night, tears streaming down her cheeks as she let out a pleading sob. "Please... I know I'm a terrible pony. I know I'm a bully, and a brat, and a blackmailer, and a bitter little witch."

A blasé expression settled on Luna's face as she raised a foreleg and examined the sheen on one of her silver horseshoes. "Yeah, that pretty much covers it, for the letter B at least."

Only Diamond's head and reaching forelegs were above the quicksand, as the clawing hooves pulled relentlessly downward. Her voice rose in a desperate squeal. "But I wanna be better! Please! I wanna fix things! That's all I ask! Let me fix things! I'm begging you, have mercy! "

A grave expression settled on the moon princess' face, and she drew herself up to her full height. With a single beat of her wings, the howling sandstorm dispersed, leaving the air cool and still. The sky opened up to a deep, velvet blue black, laced with bright constellations over the looming rock towers. She leaned her head down and met Diamond Tiara's gaze with a cocked eyebrow. "Have mercy? I'm not doing any of this to you. This is your nightmare."

They were standing on a streamer and balloon draped stage in a high school gymnasium. Diamond Tiara stood in a pool of marinara sauce and cold spaghetti, the utterly ruined remains of a silver lamé and taffeta gown stained red and clinging to her shivering frame as pasta slithered through her mane and over a badly skewed gold crown. A single, cruelly mocking laugh echoed from the rafters, as she blinked in the harsh glare of a spotlight, and turned to meet Princess Luna's steady gaze. "I... I've hurt ponies who didn't deserve it, j-just because I thought I was more important than anypony else. I've done... I've done a lot of bad things, just because I thought I deserved to do them."

The regent of the night ruffled her dark wings. "And do you think you deserve the chance to make things right?"

They were in the barnyard of Sweet Apple Acres dressed in bunny suits. Luna cast a dubious look upward at the floppy ears of the hood she was wearing as Diamond Tiara hung her head, her own costume's ears drooping mournfully. "I don't know. Probably not, but if I could it'd be worth more to me right now than all the money and all the prestige and all the tiaras in the world."

They were back in the wasteland, but it was different. The rocks and sand were whitish grey, the formations more jagged than windblown, the air uncannily clear. A vast blue sphere, like a globe wrapped in wisps of gauze hung overhead. They sat side by side, looking up at it, the princess a dark shape against a stark background, Diamond Tiara enveloped in a cumbersome white suit with tubes leading from a heavy backpack to a glass sphere enclosing her head, bunny ears and all. An Equestrian flag hung unmoving from a pole driven into the ground behind them.

Luna gave the young earth pony mare a wistful, sidelong grin. "Well, I never thought I'd be saying this to you, but I kinda know where you're coming from."

They were in a cherry orchard at night, the stars twinkling overhead as a gentle breeze rustled the leaves. Countless, ruby red cherries gleamed in the light of a cool blue moon.

The princess laid her wing across Diamond Tiara's withers. "Okay. You'll get your shot, kiddo. As far as anypony knows, Queen Chrysalis was responsible for all the attacks on Harmony Aeronautics in some bug brained scheme to get back at Twilight Sparkle and Rarity."

The young mare's eyes went wide and her jaw dropped as Luna gave her a wink. "It certainly makes more sense for her to want to drag the Ambrosia into the Badlands to stage a mass ponysnatching than it does to force a whole airship full of witnesses to ride along on a run for Mexicolt. Just sayin' ..."

The dusky princess reached up and gently pushed her companion's mouth closed, leaning in with a gaze suddenly grown cold as the sound of distant thunder rumbled. "But keep this in mind, filly. I know the way it all actually went down, and I'm gonna be watching you. Keep your hooves on the straight and narrow, keep your snout clean, and try not to be such a pain in the rump, or else I may reappraise my opinion on just what you deserve. Capisce?"

Diamond Tiara gulped, and nodded hastily. "I... I'll try my best, your highness. I promise!"

A sly smile settled on Princess Luna's face. "Good girl."

She climbed to her hooves, craning her neck to give the pastel pink mare a peck on the cheek. "Now if you'll excuse me, I gotta go give the horoscopes something to natter about. Ciao!"

The young mare sat up in bed, smacking her lips and blinking her bleary eyes as she looked around the cozy little room she'd been convalescing in, streams of early morning sunlight stealing through cracks in the curtains and filling the space with a pleasant haze. She met her hostess' querying gaze with a groggy stare, as Cherry Jubilee craned her neck in through the doorway. "Wh-what?"

The red headed mare gave her a warm grin. "Chow? As in, y'want some? I just pulled a batch o' cherry vanilla muffins outta th' oven t' cool, and I can fry ya up a couple eggs if'n ya like."

Diamond Tiara shook off the last cloying traces of drowsiness and threw aside the covers, her four hooves tapping lightly on the hardwood as she rolled out of bed. She trotted over to Cherry Jubilee and took the elder mare's hoof in her own. "That sounds wonderful, but I've got a bigger favor to ask you. Can you help me get a train ticket to Ponyville? I promise once I get there and sort some stuff out, I'll pay you back tenfold."

Jubilee gave a snort. "Aw shuck's darlin', Red n' me would be glad t' front ya a ticket, and I'll pack ya lunch for th' trip, even."

The young mare smiled at her as her eyes glistened with moisture, and she surged forward to take the older earth pony into a hug. "Thank you! I'll never forget this."

***

Chrysalis' natural dark coloration had served her in good stead as she skulked and scuttled through the shadowy back alleys of Los Pegasus, flitting from trash pile to garbage can to dumpster unobserved by anything but pigeons and rats. At this late hour, there were certainly no ponies ahoof.

Days ago she'd squirmed for a seeming eternity through the air ducts of the municipal dungeon, her aortic nodes chilled in her thorax at the prospect of her shell hardening and leaving her wedged tight, to expire like a matter eating cockroach or be recaptured by a miserable pony HV AC technician. She allowed herself the briefest, quietest triumphant cackle as she finally extruded herself from a chimney on the roof, her rearing, clawing gesture toward the heavens a bit undercut by the floppiness of her uncured carapace.

After her shell had finally solidified and her wings had dried, she'd taken flight, intent on setting out for the distant Badlands and her wretched hive, but only managed to glide down to a nearby compost heap behind the dungeon and then scuttle out through a gap in the chain link fence into the city. Her wing muscles were no longer capable of sustained flight.

Since then she'd been miserable. Starving, as always, although that had been blunted a bit by shedding extra mass. She paid for it, however, in that her smaller size made it that much harder to stay warm in the cool of the evening. Fall was coming, and when the accursed ponies started spreading snow all over the place she knew she'd really be in for it.

Growing weary and turning up no better shelter, she found an out of the way corner behind a shuttered newsstand, building herself a tiny tent out of a discarded "Mariety" magazine. She let out a tiny sniffle and curled in on herself, cursing her fate and ponies in general.

As she took a final glance around her, her flickering gaze landed on an advertisement in the classified section of her shelter. Her ears perked up as she read it, flipping it off of her back and spreading it on the damp ground before her with her hole pocked hooves.

She sat back on her bony little haunches and considered, a slow, thoughtful smile spreading across her chitinous face as she tapped her chin. She bent her head down and sliced the ad out with the tip of her bladed horn, scooping it up with her tongue and swallowing it for safe keeping in her thoracic sac.

Chrysalis gave a slight snicker, tentative but hopeful, and galloped away into the night.

***

The sound of leg irons jingled hollowly in accompaniment to the sound of tentative hoof falls across the marble floors of a seldom used hallway in the depths of Canterlot Castle. Steadier, marching hoof steps accompanied them, striking a steady beat that drove the unsteady tempo of the chains onward.

A pair of heavy wooden doors opened in a glimmer of unicorn magic, filling the dark corridor with a harsh glare of white light. A single window set in the domed chamber beyond allowed a shaft of sunlight to burn its outline on the flagstones. Shining still brighter, however, was the occupant of the simple throne that sat atop a raised dais beyond the the spotlight cast by the window.

Princess Celestia's wings and coat shone like morning light on snow, her gold ornaments and tiara gleaming from the pale illumination she produced. Her expression was inscrutable, her level gaze fixed on the two sad creatures who were led into the secure audience chamber and brought to stand before her.

They were almost indistinguishable from one another, save for one who seemed slightly younger and had a tendency to squint. Both were scrawny and rawboned, an impression enhanced and made more pathetic by their bruised, bandaged, stubbly grey hides and the almost comically oversized black and white striped smocks they wore. Each also wore horn locks, a padlocked cone that took the place of a standard magic suppressing safety cork. The two shuffled along, ears back, eyes down, posture slouched, and denuded tails tucked between their legs. Both were desperately wondering weather the darkness of the corners were shadows or scorch marks on the walls.

Four more unicorns, burly specimens with charcoal grey coats and bronze armor, shepherded them to the patch of sunlight on the floor and bid them stop with a jab in the withers from a spear levitating over each prisoner's head.

The leader of the four guards drew himself up and spoke in a strong voice that echoed in the chamber. "Flam Flim Flam, a.k.a. Professor Destiny, and Flim Flim Flam, a.k.a. Doctor Insanity. Brought before you for judgement, as it pleases your highness." He followed up with a bow, his three comrades following suit. Another poke with the spears caused the unicorn brothers to stiffly bow as low as they could.

The prisoners flinched as Celestia's voice rang out. "Rise. And leave us, guards. I'll summon you when I need you."

With another curt bow, the four royal guards spun on their hooves and marched out of the chamber, drawing the doors closed behind them.

The Flim Flam brothers kept their eyes on the floor as their immortal sovereign's hard gaze passed over them. Presently, she spoke in a voice bearing the gravity of millennia ruling both the sky and the land. "Flam and Flim Flim Flam, you stand before me having brought harm and distress to your fellow ponies, through both action and inaction. You have willfully destroyed public and private property. You have cheated at a challenge that you yourselves laid down to ponies who accepted it in good faith. And you have abused the trust I placed in you by sponsoring you in the Pegathalon. Each transgression is an affront to my personal honor and prestige."

Her voice rose, cracking slightly. "I have not been so angry for centuries. Every crime you committed while flying beneath my banner. Every one of my faithful servants you left broken in your wake. Each wrong filled me with greater and greater wrath."

One of the brothers took a tentative, jingling step forward, his voice trembling as he spoke. "It... it was all my doing, your highness. My brother Flim was an unwilling accessory to my madness. Have mercy on him, please."

The other shoved ahead of him. "E-enough. Your highness, my brother Flam wasn't in his right mind, he can't be held responsible for... ow, quit it!"

The his sibling started shoving back. "Shut up, Flim. I'll be the one who..."

They fell back on their haunches, covering their ears as best they could with chained forelegs as the Princess' voice cracked the air. "SILENCE!"

Her voice quavered as they huddled together, meeting her gaze with terror etched on their face. "I only have one th-thing I wish to know..."

Celestia's lower lip began to tremble, as crystalline pools of tears welled at the corners of her glistening eyes. "H-how could you? How... how could two of my beloved little ponies do such... such terrible things?"

With a ragged sob she brought her hooves to her face and wept.

Flim and Flam stared, dumbstruck, as Equestria's eternal sun goddess, she who gazed with boundless warmth and affection upon all ponies, be they humble or grand, large or small, good and kind or mean and petty, was reduced to tears by their actions.

It was worse than either of them could have imagined.

After the past week, stewing in fear of a thousand terrible punishments as they convalesced in a prison hospital, all of the feverishly anticipated banishments, imprisonments, petrifications, and incinerations paled in comparison to this. They threw themselves to the floor, blubbering uncontrollably as they crawled toward her on their bellies with shaking, pleading hooves extended.

Flam sobbed. "P-please your highness. Please, don't cry!"

Flim moaned. "We never meant it to be like this!"

Flam choked. "We're sorry we were such horrible ponies!"

Flim sniffled. "We promise we'll be good ponies from now on!"

They looked up through bleary, bloodshot, tear soaked eyes as Celestia looked down upon them, wiping her own moistened eyes with wing tips. With a sigh and a weary smile, her horn began to glow, enveloping the wretched unicorn brothers in the golden light of her magic. She lifted them up and brought them to her, enveloping them in her snowy wings in a silent hug.

After a few moments, she set them down again on wobbly hooves before her, folding her wings as she composed herself with a long, shaking breath. She looked at them with her rose colored eyes and spoke in a clear, even voice. "It is my hope that you can learn to be better ponies. I forgive you, Flim and Flam. For all your faults, you are still my beloved subjects."

The princess gave a regal bob of her horn. "And thus it is with great regret that I sentence you both to twenty years hard labor."

The Flim Flam brother's jaws dropped as she ruffled her wings and rapped her hoof on the dais. "Guards, please see these stallions conveyed to the Equestrian National Rock Farm."

As the armored unicorns marched in, the wretched siblings dropped to their knees and groveled, ecstatic smiles lighting up their haggard faces.

Flam bowed. "Thank you, your highness. Thank you!"

Flim scraped. "You're too kind to us! Bless you!"

They kept bobbing their heads effusively as they were picked up and carried out.

Flim perked up his ears with an earnest look on his face.. "We'll do our best! We'll make you proud!"

Flam stretched out a hoof toward Celestia. "We promise to write! Thanks again!"

The immortal regent of the sun hung her head, shaking it with a sigh as Flam's voice sounded from the hallway. "She's the best princess ever!"

After a few minutes, a silvery voice sounded from the shadows behind the throne. "Well, that's one thing those two doofs are right about... You're pretty awesome when you want to be, Tia."

The darkness in the corners coalesced, resolving into the dusky shape of Princess Luna, who gave a yawn, then stepped up beside her sister and laid a wing across her withers with a sidelong smile. "I'm proud of you, sis."

Celestia gave her sibling a warm smile in return. "I hate having to do that sort of thing. I hope that yours was easier."

The moon princess gave her a cryptic grin. "Oh, it was. Mine should mind her P's and Q's. We'll just have to wait and see."

The sun's ruler's ears drooped. "Hope springs eternal. At the very least, the difficult ones make you appreciate the good ones all the more."

She gave her sister a weary look. "Still. I think I'd like to take a break from 'interesting' for a while."

Luna's grin widened. "I've got an idea for how we can unwind a little..."

She gave her sister a wink as she met her querying gaze. "Ring of the Neighbelung? Tonight?"

Celestia gave a snort, and covered her snout with a wing, then smiled broadly in return. "Oh, absolutely!"

***

Silver Spoon trotted briskly up the path to the riverside cottage she shared with her husband, her blue galoshes squeaking on the rounded river stones that wound through what the young couple called a lawn but was essentially riverbank. She wore a formal, high collared tunic, now unbuttoned at the neck, and strands of her pale grey hair had frayed loose from her tightly braided bun.

The dark grey earthpony drew up short with a gasp, her glasses sliding down the bridge of her snout as she stared over them with her pupils shrinking to pinpricks. She took a shaky step forward, her voice barely above a whisper. "Y-you?"

The powder pink mare standing forlornly on her porch pushed back the hood of her riding cloak, confronting her with a mostly familiar face. Her expression, a melange of hope, regret, and stark terror, was unfamiliar. She gave a wave of of her hoof. "H-hi."

Spoon's ears laid back as she recoiled. "D-d-diamond Tiara? Wh... what are you doing here?"

Her estranged friend bit her lip, working up her courage for a long silence punctuated by the chirping of frogs. Eventually, she muttered a reply. "I came to say I'm sorry."

The bespectacled mare cocked an ear at her. "What?"

Diamond Tiara raised her voice in a wail of bitter remorse. "I came to say I'm sorry! You were my only friend, and I turned around and ruined everything for you just because I wasn't the one in the spotlight."

She threw herself at Silver Spoon's hooves, gazing up at her as tears rolled down a face contorted with emotion. "I always thought my cutie mark meant I was the most important pony in the room, and that I could treat ponies like horseapples because of it. Now I know that treating ponies that way means I wind up the only pony in the room, and it's terrible."

The pastel pink mare looked away, staring out over the ripples of gold cast across the river's surface through red rimmed, stinging eyes. She rubbing a foreleg across her nose with a sniffle and continued in a low, miserable tone of voice. "But I deserve it. I'm a horrible, selfish pony. Even now I'm going on and on about how lonely I am, when you were the one I hurt. I don't blame you if you just want to shove me in the river and watch me float away. You're better off without me anyway."

Diamond choked back a hiccup. "I know I blew it a long time ago, and talk is cheap, and this is all too little too late."

She pawed at the boards of the deck. "I'm... I'm sorry. It's all I can say. It's all I've got that's really worth anything."

She gave a start as she felt a hoof tap against hers, her ears perking up as she heard Silver Spoon murmur to her. "Bump."

Diamond Tiara's head whipped around and she met the silver haired mare's earnest gaze. She looked down at her over her glasses, a faint, lopsided grin on her face and tears in her eyes. The penitent mare stared back, glancing down at her hoof as she felt another tap, and then back up with a look of dawning amazement. "Bump."

She scrambled to her hooves, and the two bumped the knees of their forelegs, as they spoke in unison. "Sugar lump."

They spun their bodies so that their cutie marks touched. "Rump!"

Silver Spoon gave a sob as she took her old friend into a tight embrace, as Diamond Tiara broke down and wept freely into her shoulder, rocking her back and forth as the river rustled softly in the background.

***

A cheer went up, shaking the rafters of the Ponyville train station, as Soarin and Pip stepped off of the train, accompanied by their beloved Apple sisters.

A sizable crowd of well wishers and family had gathered, complete with balloons and banners and streamers once Pinkie Pie disembarked. Raindrops and Rumble hovered overhead with the entire Ponyville Weather Patrol, pumping their hooves and whooping enthusiastically. Big Macintosh stood patiently among the milling herd of earth ponies and unicorns, a benign smile on his face. He was hitched to the Apple family surrey, which was particularly shiny today, and carried the wizened figure of Granny Smith, as well as his infant twin foals Bud and Blossom, who'd come along to welcome their mother and big sister back from their trip. Pop Squeak and his wife Euphonia, Pip's beaming parents, were there to greet their son and fawn over Apple Bloom.

Despite the small size of the station, it took the triumphant stallions of Harmony Aeronautics and their mares quite a long time to make it out to Ponyville's main square. Finally, Caramel and the Cake family had shown up to greet Pinkie, and with a sly wink to her friends, the energetic mare had called for a party at Sugarcube Corner, leading most of the mass of celebrating ponies away and leaving the Apples and their significant others free to surreptitiously make their way back to Sweet Apple Acres.

Soarin took a deep breath, gazing fondly at the clouds above as he walked with a wing draped across Applejack's withers. "Sweet sky sisters, it's as amazing as I thought it would be to finally be back home."

The blonde farm mare gave him a kiss on the cheek. "Eeyup. You don't ever appreciate yer ol' front porch when yer steppin' off it as much as ya do steppin' back up on it after bein' away."

He let out a chuckle as he nuzzled neck. "Well, I've been away my whole life. I'm just about ready to drop to my knees and kiss the ground."

She smiled back, a slight blush spreading beneath her freckles. "Why don't ya kiss an earth pony instead?"

He laughed and craned his neck to take her up on her offer, and there they stood in the road as the others traded smiles of their own and continued on past.

Pip was walking next to Big Macintosh, looking earnestly up at the huge stallion as Apple Bloom hovered at his side, a smirk on her face. The young, spotted pony had a slight tremor in his voice as he spoke. "... and so in conclusion I just wanted you to know that your dear sister has my utmost respect, as does your entire family, as a point of fact, and that I can promise you on my honor that I will endeavor to never cause her any further upset as long as we remain a couple."

He gave the towering earth pony a nervous grin with a wavering glimmer across his teeth, as some beads of sweat appeared on his brow. His eyes widened in alarm as he stammered out an addendum. "OH! And even if for some reason we were to separate in the future I would still continue to strive to not cause undue emotional distress."

His smile became more fixed, as the sweat beads multiplied across his forehead. "I mean, not that I would leave her unless she sent me away. I mean, I'd sincerely never desire for that to be the case and would try my best to not precipitate such a decision through any action or inaction on my part."

Big Macintosh responded with a flat stare at the smaller stallion, the impact of his massive hooves making a steady cadence on the road out of Ponyville as he slowly worked a stick of straw from one side of his mouth to the other. Apple Bloom gave Pip a peck on the cheek and a smack across the flank with her braided tail. "Aw, don't get yerself all in a tizzy, sweetheart. Big Macintosh knows all that."

The young handymare drew herself up and cast a pointed look at her elder sibling with a flick of an ear. "And he knows if'n he ever touched a hair on yer purty head he'd wind up in a hoof crafted hurt locker. Don't ya, big brother?"

The slightest of grins appeared on the hulking earth pony's face as he walked along. "Eeyup."

The young mare and her beau both paused, the rest of the groups ears perking up curiously, as a voice called out her name. "A-APPLE BLOOM! AAAPLE BLO-HOO-HOO-HOOM! "

Before she was completely aware of what had happened, the redheaded earth pony found herself in the tight embrace of a pastel pink mare clad in a drab traveling cloak, who sobbed and blubbered into her shoulder as she rocked back and forth and lashed her lavender and pearl streaked tail. "Ohhh. Ap... Apple Bloom. I owe you my life! If it wasn't for you, I'd be a dried out vulture chow in the Badlands! It's all thanks to you!"

The tearful pony threw back her head and wailed toward the heavens. "I hate you sooooo much, Apple Bloom!"

A shock of recognition washed across the handymare's features, followed by a deadpan expression beneath a furrowed brow and a voice dripping with controlled wrath. "Diamond Tiara, I dunno why y'picked now, of all times, t' show yer face here in Ponyville, but if'n ya don't get yer hooves offa me in about five seconds, I'm gonna fetch y'all an old time country style rump buckin' th' likes o' which mama's will pass on 't their youngun's as a cautionary tale fer generations t' come."

She reached up to shove her away, but was stopped as another voice called out to her, grabbing her surprised attention. "Hi Apple Bloom. Sorry about this."

Silver Spoon stood a short distance away, giving her a sheepish grin and a wave of her hoof. She pushed her glasses up and self consciously cleared her throat. "We... we're... working through some stuff. She's a little... emotional right now."

Apple Bloom glanced between her, and Diamond Tiara a few times, a slightly puzzled smile blossoming on her face. "Well, howdy there, Spoons! I reckon if'n yer not holdin' a grudge against her fer what she did, I can let go of any bad feelin's on my part."

She squirmed in the sobbing mare's embrace. "And speakin' o' lettin' go."

Silver Spoon walked over and tapped Diamond Tiara on the shoulder. "Come on, DT. We were gonna go see your Dad. Then we'll call Cat's Cradle and see if we can go visit your Mom."

The pastel pink mare disengaged with a halting nod, composing herself. "Right. Right."

She drew herself up, and laid a hoof on Apple Bloom's shoulder. "I'll never forget what you did for me, Apple Bloom. I hate you with all of my heart forever. Take care."

The red headed mare cocked an eyebrow, sharing a sidelong glance with Pip. "Yer... welcome? Y'all... take care... too..."

Diamond Tiara gave her a warm smile, and trotted away down the street with Silver Spoon at her side. Apple Bloom cast a thoroughly nonplussed look to her family, exchanging shrugs, and they continued on their way home, their confusion giving way to an immense feeling of joy and relief when the wrought iron gate of Sweet Apple Acres hove into view.

Author's Note

Further Author's Note: Thanks to the tropers in question for making the change to the entry that initially put a burr under my saddle, so to speak. You guys sincerely rock!

As I said before, your upkeep of the page about this story on TV Tropes was part of what drove me to take this thing to completion. :twilightsmile:

Part 44 - Those Magnificent Mares and their Flying Machines

The darkening halls of Azure Manor echoed with the sounds of two sets of horseshoes on the marble floors, one a bit erratic in its steps while the other glided along, occasionally waiting for its companion to catch up. A slurred voice could be heard with the approach of a firefly lantern from the grand mansion's foyer. "...threw us out. Can you believe it, Greaves? Said they weren't gonna serve us if we didn' pay our royal tab."

The greying unicorn's eyebrow raised in a precise arc as he looked back at his employer. "The mind boggles, your highness. And by odd coincidence, that's just what the magilectric company said as well."

Prince Blueblood sniffled petulantly. "And after we told them all 'bout how we'd lost our horrible wife, and survived a changeling attack an' a blimp crash, and been frozen out of our family businessh, and how we were almost broke. No sympathy, Greaves. None at all. Bunch a' cold blooded merc'naries z' what they are. We have a mind to never go back there ever again."

The prince's valet flicked an ear as his eyebrow lowered back into place. "That will certainly show them, your highness."

He examined his employer with a flat stare. "One can't help but note that your highness has managed to... salvage the evening, as it were, despite the lack of the... wherewithal to acquire your highness' usual sort of amusements."

Blueblood's face took on a blearily cagey smile as he looked around furtively and then beckoned his coltservant closer. "Okay, this ish a secret. Don't tell anypony. Y'know that silver coffee creamer shaped like a cow?"

Greaves' ears drooped and a crease appeared in his forehead. "The one from your highness' late great, great aunt, the Archduchess Bluebell's collection? The last remaining mint condition example of Hoofany's "Pastoral" works, valued at twenty thousand bits alone and double that because it was part of a complete service set? The heirloom passed down through generations of your highness' family?"

His employer nodded with a woozy, conspiritorial grin. "Yeah, that's the one. We took it 'round to our old buddy Binky's and traded it to him for two bottles of his finest brandy and a half block of fine salt. Had a fine time of it, we did, 'til his wife said it was time for us to go home."

He paused, blinking in muddled thought as Greaves rolled his eyes. "We mean me us, not us us. Binky stayed at his house, even though he prolly wishes he hadn't, 'cos golly was Missuz Binky yelling at him. Y'd think she'd be happy, she got a new cow creamer out of it. Mares, huh?"

The valet let out a long, weary sigh. "Well, one bright spot in all this is we're both spared the indignity of me frisking your highness for a pawnshop ticket. I'll stop by Lord High Tone's manor tomorrow to see if I can negotiate a return with her ladyship."

The prince gave him a sly grin and a nudge. "Clever lad. Then we can trade it back to him for another bottle or two later on."

Greaves' lips tightened into a thin line. "Very good your highness. Now if your highness will please accompany me."

As they proceeded down the shadowy hallways, Blueblood's brow furrowed in sluggish pensiveness. "Wait a moment, Greaves old boy. This isn't the way to our chambers."

The greying unicorn cleared his throat as they approached a door that was slightly ajar, with a shaft of golden light streaming through the crack across the thick, wine colored carpeting. "Come along, your highness."

The dissolute prince paused at the doorway. "Wait a moment, this is her highness our late, lamented wife's office. Why are you bringing us here at this hour?"

Greaves politely cleared his throat. "It's only early evening, your highness. Your highness has a visitor who'd very much like to discuss the state of your highness' affairs right now."

A petulant scowl blackened Blueblood's face. "We thought we gave explicit orders not to allow Shyster or either Flywheel access our royal premises, sirrah."

The grey maned stallion clicked his heels and gave the prince a curt bow as his horn sparked to life, opening the door. "And I have followed your highness' orders to the letter." He leaned in through the door. "Prince Blueblood, your highness."

The prince gave a huff and trotted in through the doorway, glaring at Greaves with a frown on his face. "Hmph! We can see we needed to be more specific. None of our late wife's festering coven of lawyers is to be admitted. Do we make ourselves clear?"

The elder stallion merely gave a respectful bob of his horn and closed the door behind him as he departed. A female voice caused Blueblood's head to whip around and his bloodshot eyes to nearly pop out of their sockets. "Hello, hubby dearest. Did you miss me?"

Sitting at the desk was a pastel pink mare with a lavender and pearl streaked mane, casting a weary look in his direction over steepled hooves. Blueblood let out a strangled, shuddering gasp and backpedaled until he ran into the door, pressing back against it with his ears laid back and his eyes wild with terror. "Queen C-chrysalis! No! NO! Please, your majesty! I'm s-s-sorry for what happened! I didn't know what she was up to! It wasn't my fault! If... if you spare me we can still go through with our deal! Please! Don't eat my beautiful face off! "

The pink mare rolled her eyes and gave a tired sigh, leaning her chin on a forehoof. "I'm not a changeling, doofus. It's me, Diamond Tiara. Your actual wife."

***

Greaves paused at the far end of the hallway and cocked an ear at a sound rather like the distant, ululating screech of a steam whistle. A moment later, he realized what it was, and continued on his way with the slightest of smug grins creasing his upper lip.

***

A pair of eyelids opened from roiling blackness to behold a gilded ceiling adorned with frescoes of chubby pegasi foals wrapped in heraldic banners. A harrowed voice mumbled as the scene came into focus. "What a horrible nightmare..."

A hoof in the mouth cut off another shriek as a familiar, blue eyed, pastel pink face filled Blueblood's field of view. The brow of his erstwhile wife's visage furrowed as she spoke to him in a voice dripping with sarcasm. "It's good to see you too, darling."

As soon as she released her hold on his face, the pasty prince scuttled backward and pressed himself against the door, suddenly cockatrice kissing sober and shaking like a leaf. "B-b-b-but... but how? How did you escape those... those hideous creatures?"

Diamond Tiara shrugged and averted her eyes with a look of chagrin washing across her face. "Well... I guess even hideous creatures have standards."

With that she wheeled and stepped back over to the desk. "And on that note..."

She picked up a sheaf of papers in her teeth and carried it over to him as he recoiled from her, dropping it at his hooves then stepping back to fix him with a steady gaze. Blueblood bit his lip as his horn sputtered to life, lifting the papers and floating them up before his slack jawed face as his bloodshot eyes flicked back and forth across their contents. They fluttered to the floor a few moments later as he stared at her in shock. "This... t-these are..."

Diamond gave him a curt nod. "That's right. I want a divorce."

She turned and walked toward the windows, gazing pensively at the deepening night sky as a pale moon appeared over the ornamental trees outside. "I think I need to find somepony who loves me for me, not just because they want my money. And if I find 'em, I'm gonna try loving them back, and see how that works out. I know I don't really have a lot of practice at that, but I'm willing to learn how."

Blueblood brought a hoof to his forehead. "But... but... but our title! You won't be a princess anymore! You can't just cast off a crown like that, even if you hardly deserved it in the first place."

She shook her head ruefully and let out a chuckle. "I've got a feeling that hearing somepony call me 'sweetheart' or 'darling' and really mean it is gonna be way better than having everypony call me 'princess'."

She looked back at the tiara design on her flank with a faint, wry smile. "There are other ways to be important to ponies besides flashy titles and bossing them around."

The prince slumped back against the door as he raised his other hoof to his temple. "But... but what about us? Where does this leave us?"

She rolled her eyes impatiently. "There is no us, you booze soaked, salt crusted ponce. That's pretty much how a divorce works."

Blueblood gave a twitchy shake of his head. "No, not us us. We mean me! We... I... I mean. What will become of me?"

Diamond turned to face her soon to be ex-husband and fixed him with a level gaze. "Oh, our pre-nuptual agreement was pretty clear that if I decided to terminate the marriage you'd get nothing and you'd like it."

Her expression softened a little, but retained a bit of a smirk. "But since I'm trying to be a better pony, I stopped in at my 'festering coven of lawyers' and made a few changes to let you down easy, even if you hardly deserved it in the first place."

She nodded toward the paper. "If you read carefully, I think you'll find it details a very generous settlement that should let you keep body and soul together for quite a while, if you knock off all these nasty habits of yours and try to live a bit more modestly."

She flicked her tail as she met his eye again. "Of course, there are some conditions."

Blueblood cringed, drawing his forelegs in tight to his chest as he began to tremble. "C-conditions?"

The former princess nodded as she allowed her eyes to wander across the office's ornate scrollwork moldings. "Yeah. In the interest of keeping the split amicable and spare us both a lot of haggling, I signed the deed of this drafty rococo barn and all the ancestral bric-a-brac inside it over to the Royal Trust as an Equestrian heritage site. Seemed like a fair trade for you signing all of your family business holdings away to the Pants Group without consulting me."

She brought her gaze to bear on him again. "You'll probably have to arrange a new living space. They seemed pretty intent on converting this place into a museum. Don't worry about the help, though. I arranged a deal where they could stay on as caretakers and docents for the property, with a decent raise in pay, even."

A stunned look settled on the dissolute prince's face. "E-egads... I'll have to... I'll have to move back in with mother."

Diamond's eyes glittered. "Ah yes, I imagine her ladyship the Grand Duchess Bluenose would be quite enthusiastic at the prospect of that, from what I've heard. I bet she'd just jump at the chance to have her wayward colt back under her roof and hoof."

Blueblood flopped onto his side and curled up into a little ball with a piteous whimper, his bloodshot eyes fixed in a thousand mile stare as he began to suck on a fore hoof.

Diamond Tiara gave a toss of her pearl streaked mane and headed for the door. "Now if you'll excuse me, I'm going to go and pack up my stuff and get out of here. I've got a train to catch to Manehattan, and from there, who knows?"

She paused, looking down on him with a wistful smirk. "Take care of yourself, Blueblood."

With that, young mare raised her snout in the air, hiked her tail, and strutted out the door and out of his life for good, the sharp click clack of her hooves receding down the moonlit hallway.

***

A set of dainty, red sequin festooned hooves tapped out a jaunty rhythm on the stage, as a petite earth pony filly with a mop of golden ringlets framing her rosy cheeked, powder blue face and a bouncy bouquet of a tail bound with a large blue bow smiled a wide, hopeful smile at the small assembly of ponies seated in the front row of an otherwise empty theater.

With one final, endearingly wobbly pirouette, the filly came to a stop as the music wound down. She beamed and took a deep bow as to a pony the mares and stallions watching her performance leapt to their hooves and stamped on the floor.

A skinny unicorn with a megaphone for a cutie mark reared as he cheered. "Bravo, sweetheart! Bravo! That was fantastic!"

An older pegasus mare with a clipboard tucked under her wing and a pair of stylish glasses perched on her snout nodded enthusiastically. "Oh, she's so adorable! The audiences will just love her!"

The little earth pony beamed as she spoke in a sunny voice, still a bit out of breath from her audition. "I really hope so, Miz Curtain Call. Mista Hoof Light. Thanks for watchin' me!"

The unicorn smiled back at her. "Oh no, thank you for answering our ad, Lollypop."

Curtain Call turned to her partner. "I think we've found our leading filly, don't you H. L.?"

Hoof Light nodded enthusiastically. "Oh yeah! This kid is gold! Pure gold with a side of sunshine." He turned and gave a bob of his horn to one of his assistants. "Tinsel, be a doll and go get Miss Dimples' mother, won't you?"

Lollypop Dimples gave a little hop and started skipping toward the steps leading down from the stage. "Oh! Let me! I wanna go tell my mommy about how much you liked me! I can do it!"

The director and producer shared a sidelong smile and nodded their assent, with Curtain Call giving the tiny moppet a wink. "Okay, dearie. Hurry up now."

They chuckled as she cantered up the aisle with her golden ringlets bouncing with every step. She paused at the door and looked back over her shoulder as they turned to their clipboards and discussed their notes. A look of predatory triumph washed across her formerly guileless features, a greenish light flickering in the depths of her eyes.

***

A unicorn mare named Marquee sat at the front reception desk of the theater idly flipping through the latest copy of "Galloping Gossip" when her attention was drawn by a sweet little voice accompanied by an earnest pair of eyes peeking over the desk's forward edge. "Excuse me, ma'am. Can I use the key to the baff room?"

Marquee gave the tiny filly a warm smile as she levitated the key to her. "Here you go, cutie."

Before Lollypop could respond, she let out a loud burp. A blush appeared on her cheeks as she dug her dainty hoof on the worn carpet. "Excuse me." She reared up, spreading her little fore legs wide for emphasis. "I just had a biiig lunch!"

The unicorn gave her an indulgent nod. "That's okay, kiddo. I hope it was yummy."

The little filly spun on her hoof and trotted toward the mare's room. "It was! Okay lady thanks I love you bye!"

Marquee chuckled after her and turned back to her tabloid, and was soon so engrossed in another article that she didn't notice a brief flaring of eerie green light under the door.

A short time later, the door opened and a mildly attractive mare who shared Lollypop Dimples' coloration stepped out. She wore her hair in a loose bun and wore a sensible sweater and skirt. With a soft clearing of her throat, she walked over and set the bathroom key on Marquee's desk.

The unicorn mare looked up with a question in her eyes, that faded into a greenish, glazed haze as she met the newcomer's piercing stare. The stranger spoke in a steady, commanding voice to the mesmerized receptionist. "We've been chatting out here in the lobby while my daughter had her audition, and we really hit it off. I'm a good sort of pony, a real salt of the earth type."

Marquee nodded dully and replied in a dazed monotone. "We've been chatting out here in the lobby while your daughter had her audition and we really hit it off. You're a good sort of pony, a real salt of the earth type."

The mare claiming to be Lollypop's mother grinned and smartly rapped her hoof on the floor. The unicorn receptionist flinched, blinked, and shook her head to clear it. When she looked up she met the earth pony's earnest smile with a mildly embarrased one of her own. "Wow. What... what were we just talking about? I guess I kinda zoned out there for a minute."

Her companion let out a nervous chuckle. "Well, I'm so nervous I hardly noticed. I'm going in now to talk to them. I just want you to know it's been a real pleasure talking to you."

Marquee waved after her as she trotted to the theater doors. "I hope your daughter knocked 'em for a loop! Take care."

The unicorn propped her chin on her hoof with a fond smile as she watched her go. "There goes a good sort of pony. A real salt of the earth type."

***

Hoof Lights and Curtain Call were chattering excitedly among themselves as the ordinary bordering on mildly attractive mare came trotting up with a hopeful look on her face. "Er... Hello? I'm here about my daughter's audition."

As they turned to face her she gave them a winning smile tinged with a bit of chagrin. "She was so excited I had to have her go wait outside while the grownups talked. I'm guessing she did a good job?"

The unicorn director stood and extended a hoof with a warm smile of his own. "Mrs... Dimples, I presume?"

The mare nodded. "Yes, Dolly Dimples, but you can call me Dolly if you like."

Hoof Lights nodded. "Well, Dolly, we think your little filly has it. I think we can make her into the next big sensation."

Mrs. Dimples smile widened. "Oh that's just wonderful! I'm so proud of her!"

Curtain Call rubbed her chin with a hoof. "You seem familiar, Dolly. Have you ever trotted the boards yourself?"

A cryptic smile settled on the blonde mare's face. "Er... yes, I've done a bit of acting in my day. Nothing I'd really care to talk about, though."

The pegasus mare beamed at her. "Well, I think I know where your filly got her talent from."

Dolly gave a slight roll of her eyes as the sides of her grin tweaked a bit. "Yes. We're very close. Just like two peas in a pod."

Curtain Call nodded. "So it was pretty much inevitable your daughter would get bitten by the acting bug."

The blonde mare flicked her tail, her smile becoming slightly fixed. "Yes... Bitten by the acting bug. Of course..."

Hoof Lights chuckled and beckoned one of his assistants. "I'm surprised you weren't here in the front row with us cheering her on while she did her number."

Dolly's brow furrowed as she pawed at the ground. "Well, I like to give my little Lolly her space when she's working, rather than hovering around and getting in the way. If you decide to work with her you'll hardly see me around at all." She followed with a nervous grin as her gaze darted back and forth between the unicorn and pegasus.

Curtain Call nodded with a roll of her eyes. "That is so refreshing, compared to some of the rabid stage mothers we've had to deal with."

Hoof Lights levitated a manila envelope stamped with the theater's crest. "Speaking of deals. Here's our standard contract and an assortment of other necessary forms for you to peruse. I'd suggest finding yourself an agent. We deal with most of the reputable organizations and we're fully compliant with the crown edicts on foal actors."

Mrs. Dimples took it and placed it in her saddle bag, then gave them all another bright smile. "Thank you so much for this opportunity! You have no idea how much this means to me... and my little filly." She reached up and wiped away a tear with the tip of her hoof.

The impresarios beamed back at her, as Curtain Call spoke up. "Well, I think this is the beginning of a wonderful business relationship. My card is in the packet, so please drop me a line or stop by my office anytime and we'll get everything settled."

Hoof Lights bobbed his horn to her. "I look forward to working with your daughter. Now if you'll excuse us, we've got a fair bit of casting left to do. Tinsel will show you out. It's been a pleasure meeting you and little Lolly, Miz. Dimples."

Dolly gave him a nod and turned to go. "The pleasure's all mine, Mister Hoof Lights. Miz Curtain Call. Your assistant doesn't need to trouble herself. I'll show myself out."

The director and producer turned back toward their notes and started to mull over the cast list. Hoof Lights stroked his chin as he gave a small shake of his head. "Well, I think we've found our leading filly, which is a relief, but I'm still not sure how we're going to cast all these flutter ponies for the magic forest sequence. Most of the pegasi foals in town are tied up with Metro Golden Mare's production of "The Wizard of The Emerald City"

Their ears perked up as they heard Dolly Dimples' voice calling from the doorway, and turned to face her as she pawed at the ground with a nervous smile. "I'm sorry to interrupt, but I couldn't help overhearing."

She trotted back to lean in with a conspiratorial grin on her face. "What would you say if I told you I know where to find a large swar... er... herd of midgets willing to work cheap?"

Hoof Lights and Curtain Call exchanged a quizzical glance, and the unicorn smiled at her. "I think I'd declare my undying love for you right here, Miz Dimples."

The earth pony mare gave a small burp, and a smile spread across her muzzle as she drew a hoof up to it. "Pardon. Well, my esteemed friends, I think we may have what they call a win/win situation."

She wheeled to trot away with a spring in her step. "I'll drop a few lines and see what I can turn up. It's been a pleasure, but I have to get Lolly home. Ta ta..."

Her expression darkened into a smug sneer as a faintly sinister undertone stole into her voice. "...for now."

***

The bright strains of a mariachi band echoed from inside the adobe walls of a cozy little cantina, as a warm, salt tanged breeze from the nearby beach rustled the palm leaves and caused the multicolored paper lanterns strung across the patio to swing lazily back and forth. A dumpy little pony crouched in one of the darker corners, clad in a drab poncho and a sombrero that was nearly as big around as the table he was sitting at. He reached across the weathered planks to a clay bowl full of bright red, green, and yellow chili peppers, scooping one up in his hoof. He peered at it from beneath the brim of his sombrero, then popped it into his mouth with a raspy chuckle. "Fire in da hole."

A voluptuous chestnut mare with a curly black mane bound back in a colorful bandana came trotting out with two fruit and umbrella festooned drinks balanced on a tray. Her cutie mark was a bundle of corn leaves in front of an orange and yellow flame. She set the drinks on the table and slid one toward the diminutive stallion. With a saucy grin she ducked beneath the brim of his sombrero and stole a kiss. She reared back with a giggle as she licked her lips. "Ooh! Caliente!"

He let out a chuckle and drew one of the margaritas toward him, taking a deep pull through its straw. "Not as hot as you, baybee."

She batted her eyes at him as she sat down beside him, then crossed her hooves on the table and rested her chin on them to look under the sombrero. "You promised me that tonight you would tell me the story of how you escaped from Los Guardias and came to live with us here in Villa Mañana, Señor Bomba."

The dwarfish pony leaned back in his seat with a smug grin on his face. "Wasn't easy. Hokay, well there I was..."

He was cut off as a bright rocket hissed skyward and popped in a burst of bright colors, followed by two more blossoms of sparks.

She leaned in to throw a foreleg across the small stallion's withers as more and more dazzling flowers lit up the night sky, making glimmering sparkles in her deep brown eyes. "Ooh, Señor, you make the most beautiful fireworks."

Otto grinned, and settled back into her embrace with a contented sigh. "I'll tell yez the story later. Lets just watch the rest of the show fer now..."

***

Twilight Sparkle had been on tenterhooves as she bustled about her modest villa on the outskirts of Canterlot University's campus, cleaning, organizing, and straightening every wall hanging and piece of furniture to perfect right angles. A whirling array of checklists, dust mops, damp rags, and brushes had orbited her like pegasi in a hurricane as she scoured her dwelling of every blemish and imperfection. The sprawling carpet of books, folios, and manuscripts that normally covered every horizontal surface had all been collected and shelved, revealing to her horror the layers of dust and dirt that had been concealed beneath.

The night before, as she had been poring through the choicest morsels of the vast treasure trove of lost tomes Quillina had loaned her in the magical keepstone, a flare of pink flame had brought Twilight a flowery note from the young dragoness requesting a visit to discuss something "ever so important" with her.

As soon as the lavender scholar had read those words, once again in high draconic with little hearts for the claw strikes, her own heart had sunk into the pit of her stomach. While she was a bit rusty in the language, being better versed in middle draconic and wyrmish dialects, the subtext was quite clear to her. The time she had been dreading was fast approaching, the time when she would have to give her assent for her number one assistant, her faithful companion of twenty years, her adopted little brother best friend forever, her beloved Spike moving on and moving away and leaving her with a large, dragon shaped hole in her life.

And give her assent she would. It was the only way it could be. Twilight loved Spike too much to tie him down, and as painful as it was she was determined to meet the change with a smile on her face, her head held high, and a high polish on her hardwood floors.

Spike had been in and out over the past week, between escorting Quillina on tours of the city and attending Princess Celestia at regular intervals. After Twilight had settled in from all the post Pegathalon brouhaha, she'd proceeded to bury herself in the books from Quillina's keepstone, documenting and organizing them for methodical study, and thus the times Spike had been around they'd mostly traded monosyllables. He'd been particularly scarce the past couple of days, which suited Twilight fine after she'd gotten the note and started to clean up. He would have been too much of a distraction from distracting herself.

Once she'd gotten every surface gleaming like Celestia's throne room, she'd stowed her cleaning supplies, in alphabetical order, had a last long cry in the shower and checked it off of her list, dried off, brushed off, and put on her favorite old beige dress that Rarity had made for her so long ago. As she took a last look at herself in the mirror, she noticed a streak of grey hidden among her violet bangs, sighing as she considered the roads taken and not taken in her life that led her to this point.

Twilight was busy making sure the square doily under a bowl of topaz, peridots, and Sweet Apple Acres apples was dead center and at a 45 degree angle with the edges of her coffee table when the doorbell rang. She trotted to the door, paused briefly to center herself, and opened it to find the looming form of Quillina waiting on the steps outside with an earnest smile on her golden scaled face. "Good morin', Doctor Sparkle. I'm evah so glad y'all could see me on such short notice. I hope y'all have been enjoyin' the books in my li'l ol' keepstone."

The lavender unicorn returned the dragoness' smile, hoping it didn't look as forced as it felt. "Oh immensely, Quillina. The hoofnotes on half of these books alone stand to redefine the boundaries of thaumaturgical theory and applications. It really is a treasure trove of knowledge you've so generously lent me."

She stepped back from the door and beckoned the draconic heiress inside. "Won't you please come in?"

With a smile and a nod, Quillina folded her wings tightly to her sides and eased in through the pony sized door into Twilight's house. The scholarly mare's horn sparked to life, closing the door as the last sinuous tip of her tail made it inside. She ushered the dragoness into her living room, where Quillina carefully wound through the cramped space and settled herself down on the couch, sprawling across its length like a huge feline.

Twilight hurried into the kitchen and came out with a tea tray with service for two hovering in her wake, This she settled on the table beside the bowl of gems and apples, and poured a measure of tea for her guest, proffering it to her. As Quillina took it, Twilight gave her a smile as she lifted the sugar bowl and lifted its lid. "So... How was tea with Princess Celestia?"

The dragoness accepted the cup with a genteel smile, blowing on it to raise its temperature to scalding hot before taking a dainty sip with her pinky claw extended. "Oh it was simply divine, Miss Twilight. You ponies are evah so cultured n' refined. Your manners and customs have fascinated me since I was just a li'l ol' hatchling."

Quillina's face became serious as she set her cup back on its saucer and placed it on the table before her. "I had a very serious chat with the Princess and dear, dear Spike, and that's why I'm here today. This is a fair bit more than a normal social call."

She cast the lavender unicorn an earnest, solemn gaze. "I've got a proposal for y'all."

Twilight let out a long breath through her nostrils as she held up a hoof. "Say no more, Quillina." She put on a smile as she met the dragoness' amethyst eyes. "I'm honored that you thought to consult me, even though technically Spike is Princess Celestia's ward and should be the only one you need to ask. I am more than happy to give my blessing to your marrying Spike."

Quillina's eyes bulged as a gout of pink flame exploded from her nostrils in advance of her throwing her head back and unleashing a gale of silvery laughter. The lavender mare's ears levered back as the dragoness rapidly composed herself, wiping a steaming tear from her eye. "Oh Miss Twilight, you are a caution. Who ever said anything about marryin' Spikey?"

The scholarly unicorn's eyes flared and she reared up indignantly and planted her hooves on the table. "How... how dare you? How DARE you?" Quillina shrunk back on the couch as Twilight climbed all the way up on her coffee table with her tail hiked and a piercing Stare boring into the young dragoness' eyes. "Just because you're rich, doesn't mean you get to play with Spike's heart that way."

The draconic heiress raised propitiating claws as she swallowed hard and gave Twilight a pleading look. "P-please, Miss... D-doctor Sparkle. I like Spike a whole lot! He's th' most charming, considerate, gallant, refined young drake I've had th' pleasure n' privledge t' meet."

A pained look flickered in her eyes. "And believe me, ever since I inherited grand daddy's hoard, I've met more than a few. Nasty, boorish brutes th' lot of 'em. Not one of 'em burned as bright as Spike does."

Twilight flicked an ear as her brow furrowed over her glare. "So what's the problem here?"

Quillina cleared her throat and wrung her claws nervously. "Well, it... it's just way too soon to be talkin' marriage is all. It ain't proper for a young lady dragon to jump into mixin' her gold so soon after she's met a prospective hoardmate. We have to have been dating for two hundred years, at the very least, before we could even be considered goin' steady, and another three hundred after that before we could tally one another's hoard and get engaged."

She looked away with a wistful look on her face. "Grand daddy raised me right, may his heart become a diamond, and he'd crack the continent rolling over in his grave if I didn't follow draconic courtship traditions."

The young dragoness worked up the nerve to meet Twilight's boggled gaze. "I... I wouldn't mind at all if Spike were to ask, mind you..."

A sheepish smile spread across the unicorn mare's features, as she pawed at the tabletop. "I... I think we're experiencing a bit of cultural misunderstanding here. I'm... I'm really sorry about that, Quillina." A blush spread across her face as she carefully climbed back down from the table.

She extended a tentative hoof. "I... From what little I do know about dragon cuture, I know your species has a long memory. I hope you'd do me the immense favor of forgetting about this little outburst and starting again on the right hoof... er... claw."

A shy smile spread across the reptilian heiress' brushed gold features as she carefully took Twilight's hoof and shook it. "I'd be glad to, Doct... er... Miss Twilight."

The lavender mare settled back on her haunches and proffered her a refill on her tea. "Excellent! Now, before I so rudely interrupted, you said you had a proposal."

Quillina brightened as she accepted more tea. "Yes! Well, while we were travellin' together, Spikey and I got to talkin', and he told me all about your flyin' harness and what it would mean to ponykind. While we were talkin', this li'l ol' idea popped into my li'l ol' head, and so I ran it past Princess Celestia. She said she was fine with it, as long as I kept it discreet and didn't pile so much gold on Equestria's monetary system that I caused the bit to collapse."

Twilight cocked a quizzical eyebrow. "Are... are you talking about investing in Harmony Aeronautics?"

The draconic heiress nodded earnestly. "Oh yes. Now... I know I was just talking about following dragon traditions and investing money isn't a traditional dragon thing to do, but I have a feeling that the gold I put toward your venture is gonna expand the family hoard a lot faster than just sitting on it and going raiding or suing other dragons."

Twilight beamed across the table at her. "I'm honored that you'd be willing to make that kind of exception on our behalf. How much were you thinking of?"

***

Rarity was deep "in the zone" in her inspiration room at the Bijou Boutique, a flurry of charcoal pencils and markers dancing across the tracing paper as idea after stylish idea for designer variants on the Harmony harness' wings came to her. So much so that she barely flicked an ear as Sweetie Belle's voice shook the floorboards beneath her hooves. "RARITY! TWILIGHT'S ON THE HORN FOR YA!"

With a genteel sigh, she set her drafting tools down and trotted from the room with a toss of her elegantly curled mane. A few moments later she was downstairs standing in the 'phone's alcove, accepting the machine's bakelite cone from her younger sister in a shimmer of light green magic fading to pale blue. She let out a faint tsk as she noted one of the mirrors in the alcove had shattered, then turned her attention to the frantically pulsing purple glow radiating across her alabaster forehead. "Hello, darling. What can I... What?"

Her face brightened with a fond smile. "Oh really? Oh, the dear thing, that's ever so generous of her. How much is she talking about investing?"

At a few beats of purple coming from the cone over her horn, she stiffened, her eyes going wide around rapidly shrinking pupils. "H-how much?"

When the pulse of color repeated, Rarity began to breathe heavily, in and out, in and out, faster and faster and faster and faster until a thick foam bubbled at the corners of her mouth. Her eyes rolled back in her head as she toppled to the polished floor with her hooves in the air, her right rear hock twitching spastically as a chaise lounge tumbled into the hall in a cloud of flickering blue magic and landed on top of her.

A few beats later Sweetie Belle poked her head out of the break room door with an earnest grin on her guileless face. "Oh yeah! Tell Twilight I said 'Hi!'."

She cocked an eyebrow and looked up and down the seemingly vacant corridor. "Rarity?"

***

A rousing round of applause sounded in the crisp autumn air as a large pair of scissors floated in a cloud of golden magic toward a broad swath of red ribbon strung across a pair of wide double doors at the front of a large wooden hangar at the outskirts of Ponyville.

Princess Celestia drew herself up in a regal pose and caused the shears to close with an abrupt snip. "It is with great pleasure, and no small measure of pride, that my royal sister and I declare the Harmony Aeronautics factory open under Charter of the Crown."

She smiled as a glittering fusillade of flashbulbs bathed her and the factory's gates in bursts of white light. "May this enterprise reach ever more dazzling heights for the betterment of Equestria, and for all ponykind."

Twilight Sparkle and Rarity stepped forward, both decked out sharply in business suits with large corsages adorning their lapels. The lavender unicorn stepped up with a formal bow to Princess Celestia and Princess Luna, who stepped forward beside her elder sister to join her in returning the gesture with a bob of their tapering horns, and then turned to the assembled crowd of press and well wishers with a smile on her face. "Thank you your highnesses. It's been a long, sometimes difficult journey, but it's thanks to a lot of dedicated ponies and a lot of hard work that we're standing here today. They say that genius is one percent inspiration, and ninety nine percent perspiration. Well, I'd like to thank everypony who sweated along with us in making the all important ninety nine percent of the process happen, and I'd especially like to thank the ponies who provided my partner and I with the inspiration that started it all."

She gave a nod to Rarity, who stepped up beside her with a scintillating smile. "And we would also like to express our heartfelt gratitude to our financial backers, for their boundless generosity in supporting this venture." She gave a wave to Fancy Pants and his wife, as well as Quillina, who sat toward the back with Spike at her side holding her claw, her gleaming scales and glittering jewelry shining in the afternoon sun.

Rarity tossed her luxurious mane and gestured toward the doors with a flourish. "And now, if you fillies and gentlecolts would care to accompany me to our factory showroom, I'm thrilled to present a dazzling selection of designs for our flagship product, the Harmony Aeronautics Personal Flight Harness."

At this, Twilight Stepped forward and rapped the floor for attention as the crowd began pushing forward to go inside. "And after you've seen our flying fashion show, our factory manager, Miss Bitta Luck, our chief engineer, Miss Apple Bloom, and myself will be leading guided tours of the facilities. We'll be happy to answer any technical questions you might have."

As the crowd filed past, the lavender scholar and inventor made her way over to the Princesses, who hung back with their honor guard to let the press of ponies past. Two white pegasi in golden armor stood at attention behind the sun princess, while at the moon princess' side a hulking brute of a negasus clad in blue and purple barding blinked and squinted his slitted orange eyes as dots and whirls from the flashbulbs danced in front of them.

She reared up as each of Equestria's immortal rulers inclined their neck for a brief hug.

Princess Celestia smiled down at her student, a genuine smile that lit up the depths of her rose colored eyes. "I'm so proud of you, Twilight Sparkle. Your brilliant mind and your innovative leadership have done so much for the cause of harmony. More than we probably could ever begin to know."

A wry grin tweaked the corners of Princess Luna's lips. "All told, it was a pretty bumpy ride to get here."

At this one of the pale, golden armored pegasi discreetly rolled his eyes as he muttered under his breath. "You can say that again."

His companion, whose snowy coat was tinged ever so slightly pink, nudged him with a wing as he hissed out of the side of his mouth. "Shut up, Charger."

Luna flicked an ear and continued as her smile widened. "But I think it was all more than worth it." She gave Twilight a wink. "Ya did good, kiddo. You and all your friends."

She glanced at her elder sibling and brushed one of her wingtips. "So, sis, shall we go and check out the fashion show?"

Celestia gave a small shake of her head and looked fondly down at her former student. "Well, I was actually hoping that Twilight Sparkle would give us the first guided tour of the factory."

The lavender unicorn beamed up at her mentor. "I'd love to, Princess."

Luna gave a toss of her mane. "Suit yourself. I'll take a tour when the night shift comes online. I'm gonna go see what's new in wings these days. Catch you later."

With that, she turned and headed inside, beckoning her towering negasus guard with a flick of her mane. "Come along, Junior."

The mountainous stallion clicked his pie plate wide heels and replied in a deep, grating voice. "At your command, Princess!"

A moment later the facade of the building shook as he collided with the thick timbers of the doorframe, causing some of the paint to crack.

The night princess let out a small tsk and rolled her eyes. "Just a step to the right, Junior."

The giant negasus ruffled his leathery wings and gave an apologetic bow. "I'm sorry, Princess."

Luna gave an airy wave of her wing as she trotted inside with her lumbering guardian in tow. She paused and smiled back at them as she passed the display case in the front lobby containing the battered remains of the Luna Moth.

Twilight turned to meet Princess Celestia's gaze. "Shall we?"

With that, she proceeded to show her mentor around the spacious building. She led the princess through buzzing shops full of industrious woodworker ponies carving the framework components. She escorted Celestia through large workrooms full of the click clack of sewing machines creating a wide range of wing membranes and harness configurations, from utilitarian safety and industrial models, to bright sporting models with a range of specialized wing shapes, to a dazzling array of fashionable styles in a rainbow of colors.

Finally, the tour took them to the assembly floor with a wide conveyor belt flanked by busy ponies, where the wooden frames were bolted together, tested, had the fabric membranes stretched and securely stitched on, were inspected, and then passed to an enchanting station where a staff of unicorns' horns flickered and glimmered, imbuing the newly constructed harnesses with Twilight's latest iteration of her modified flight spell. After they underwent a final battery of tests and inspections, they were taken to be packaged in large cardboard boxes stamped with the Harmony Aeronautics logo and the Royal Crest of Equestria, and loaded onto pallets to be shipped.

They stood on the loading dock and watched as a pegasi drawn wagon mounted to the sky with a shipment bound for Vanhoover. Twilight took a deep breath and smiled up to her beloved teacher as they receded to a tiny speck on the horizon. "It's an amazing feeling, seeing something you had a hoof in going out into the world, maybe changing it for the better."

Celestia laid her wing across her prize student's withers with a fond smile. "Indeed it is, my dearest one. Indeed it is."

***

It was getting colder, and dead leaves rustled on a dry wind that muttered among the rock piles. A tandem rhythm of metal tap tap, tap tap, tap tapping on stone rang out, echoed across the field by a more erratic rhythm of similar sounds in the background.

A pair of ragged, stubble faced unicorns huddled out of the wind behind their assigned stack of stones, each levitating a rock hammer and taking turns striking the boulder that sat between them. Their yellow coats were shaggy and unkempt, and each wore a threadbare serge jacket marked with large white arrows over their black and white striped tunics, with knit caps over their disheveled, red and white manes. They were nearly identical, save that one wore a pair of utilitarian glasses and had less pronounced facial hair than his companion. Even their cutie marks were quite similar, save that the two cards on the bespectacled stallion's flanks were the ace of clubs and the ace of diamonds, while the other had three cards, with an ace of hearts, an ace of spades, and a joker.

Flam lowered his hammer and stretched his neck, wincing as the vertebrae popped, then gave a nod toward the sky beyond the chain link fence. "Lookee there, Flim. There's a couple more of 'em."

His bespectacled sibling set down his own hammer and turned to look with a blasé expression on his face. A trio of ponies fluttered past in the distance on colorful artificial wings, laughing and chatting with a couple of pegasi who flew alongside them.

He turned back to face his brother with a shrug, floating his glasses off of his face to rub them on the lapel of his coat. "You'd think it would be getting too cold to fly in this kind of weather."

His companion shivered his scrawny frame and drew his coat tighter as he lifted his hammer again. "It's certainly getting too chilly to be sitting out here breaking apart rocks."

Flim sighed as he replaced his spectacles and took up his own hammer. "Well, chilly or not, break them we must. That's our lot, it seems."

Both brothers gave a start as a female voice addressed them. "Not necessarily."

Momentarily distracted, their hammers flew towards each other and collided with a sharp clank and a spray of sparks. The force feedback made their horns vibrate like tuning forks, and they yowled in pain and clutched at their heads. Flam shook it off first and blinked through his tears at the prim figure of a lavender unicorn mare in a sharp suit collar and cravat. An adolescent purple dragon loomed at her side, along with one of the burly, uniformed earth ponies who served on the rock farm as guards.

The mare's ears laid back as she spoke up in an apologetic tone of voice. "Oh no! I'm so sorry."

Flim got to his hooves and moved around beside his brother with a wary look on his face as he pushed his glasses back up the bridge of his snout. "Why look who it is, Flam. The illustrious Twilight Sparkle has deigned to come visit us."

At this Spike rustled his leathery wings and let out a growl. "That's Doctor Sparkle to you, pal."

The scrawny unicorn's eyes flared a bit, but he wilted as the young drake swelled his chest and wings menacingly. "Er... yes... Doctor Sparkle. Of... of course..."

His haggard sibling frowned, unperturbed as he took a step forward to shield his younger brother. "You'll pardon us, Doctor Sparkle, if my brother and I are somewhat at a loss. It's been several months now since the race. I understand that you're probably a very busy mare, but you're more than a little tardy if you've come by to gloat."

Twilight's left eye twitched slightly at the word "tardy", but she shook it off and assumed a businesslike expression. "Oh no. In fact I've come to compliment you on your work. Maybe the implementation left a lot to be desired, but your theories were sound, and I can't help but be impressed at your knack for improvisation and problem solving."

A wry smile tweaked the corner of her mouth. "In fact, if you hadn't resorted to such underhoofed tactics, you may well have won the challenge fair and square."

The brothers exchanged a glance and Flam let out a long, mournful sigh. "Believe us, Doctor, we have spent many a long night lamenting that exact course of action as we lay staring at the concrete ceiling of our cell."

Flim nodded gravely. "And pondering the folly of our ways as each blow of the rock hammer rattled our horns in their sockets."

Twilight flicked her tail and smiled brightly. "Well, how would you fellows like to use your horns and your minds for something more productive than rocks and regrets? My reason for coming here is to extend an offer to come work for us at Harmony Aeronautics in our research and development division."

She was met by a two sets of wide, staring green eyes and a pair of gaping, slack jawed mouths. A beat later Flam almost leapt five hooves into the air with the violence of his response. "YES! A THOUSAND TIMES Y-ACK!"

He was cut off as his brother reared up, grabbed him, and dragged him down into a headlock. "Hold on there, Flam."

Flim's eyes narrowed behind his spectacles as he met Twilight's earnest gaze. "I've been headhunted before, and all it got me was shoved in a corner on an associate researcher's salary while my brother got frozen out and suffered a psychotic breakdown. How do we know you're not just gonna do the same to us now?"

Twilight shook her head. "That's not how we operate at Harmony Aeronautics. We're all about new ideas and new ways of doing things."

She met Flim's gaze with a gentle smile. "Under the Royal Blue Line's new management, and pursuant to our partnership with them, a lot of your work has been unearthed from their vaults. It's good stuff, Mister Flim Flam. Brilliant! It's a crime that your designs weren't seeing the light of day, and if you sign on with us that will be one of your primary roles with our company."

She turned to Flam. "And your work is impressive as well. A bit eccentric, a bit bold in some of its assumptions, but anypony with a background in advanced practical thaumaturgy would be fascinated by the notes that the royal guard retrieved from your lab in Cutica. Of course, we'd demand more... controlled conditions for testing some of the technologies you've developed, but there are many that are extraordinarily promising."

The lavender scholar gave a shrug as she gestured toward the rock fields around them. "And besides, if we really wanted you out of the way, letting you languish for twenty years breaking rocks is more than adequate to accomplish that particular goal."

Flam squirmed out of his brother's headlock and met his eye. "Well, Flim?"

His bespectacled sibling nodded. "Well, Flam?"

As one they fell at Twilight's hooves and started kissing them, crying out in unison. "OH THANK YOU, MA'AM!"

The unicorn mare's ears laid back as she recoiled a little, then smiled up at her dragon assistant. "Spike, send a letter to Princess Celestia asking her highness to get the ball rolling on those parole arrangements."

She winked at him after casting a glance down at the groveling stallions at her feet. "And tell her she was right."

***

The pegasi had arranged a gentle snowfall for Hearth's Warming, dusting the holly garlands and ribbons festooning the rustic buildings of Ponyville like powdered sugar on life sized gingerbread houses.

The heady scents of holiday baking lingered in every room of the Cake family's little bungalow at the edge of town, adding tangibility to the sugar plum dreams of the well fed ponies inside.

Pinkie and Caramel had brought their fillies over for Hearth's Warming brunch and presents, and Pinkie's parents, Maggie and Shepherd Pie, had come along as well. After the gifts had been unwrapped, the Pies intended take their leave and pick the pink mare's younger sister Blueberry up at the Ponyville train station and head back to the family rock farm for Hearth's Warming dinner with her elder sister Moonstone and her family.

While Mister Cake and Caramel busied themselves washing up in the kitchen, with the lanky older stallion patiently reminding his younger cohort where everything went at regular intervals, the mares were bustling about in the family room wrapping and setting out presents under the tree.

This left Shepherd Pie in the parlor minding the foals, a task lesser ponies might have balked at but was nothing to the taciturn, grey whiskered stallion. After having raised three daughters, one of whom was the candy colored embodiment of manic energy, nothing could phase the Pie family patriarch. In the face of the unstoppable force of a room full of colts and fillies wound up on sugar and counting down the agonizing moments until they could get at their brightly wrapped destinies in the next room, he was as stern and immobile as the rocks that were his stock and trade.

He sat on Mr. Cake's overstuffed broncolounger with his youngest granddaughter bouncing on his knee, momentarily pacified by a bottle of eggnog, while he engaged his hyperactive eldest granddaughter in a cutthroat game of pegasus cloud checkers, knowing that every hard fought success he allowed kept her whirring mind focused on the long sought after prospect of beating grandpa and off the subject of what her mom, grandma, and Auntie Cake were up to in the next room and what sort of stealthy sortie she could run to find out.

Pumpkin Cake was an easier ball to keep in the air, as he kept her talking about her dolls and showing him their various outfits and the hovering waltzes, processions, and gavottes she could make them do. She reminded him of his daughter Moon when she was a filly, so deliberate and serious, and smart as a whip. Someday she'd run the family bakery like the intricately coordinated dances she put her dolls through, just like his eldest had made the old rock farm really hum with her husband RC once Shep and his wife had retired. Carrot and Cup had a lot to be proud of.

The only foal Shep was at a loss to deal with was Pound Cake, who was set to wear a groove in the ceiling with his pacing around the lamp. The grizzled stallion tsked and called up to him as the steady beat of the colt's large hooves on plaster finally got to him. "Pound boy, come on down and settle yourself. Time ain't gonna get here any quicker by you runnin' t' meet it."

He nodded down to the board between him and his granddaughter. "Why don't ya come down n' help Toots here move her clouds over to my side."

The little frizzy maned filly pouted at him. "Grandpa! I don't need any help! I'm winning!"

Shepherd cocked an eyebrow and slid one of his clouds next to hers, jumping the pegasus shaped game piece on top of it onto its neighbor and knocking Tootsie's pegasus piece off into 'open sky'. "Not like that you ain't, sugarpuff."

His granddaughter picked her Rainbow Dash doll up in her grinding teeth and narrowed her eyes in a scowl at the board as she propped her chin on her fore hooves, growling in fierce concentration.

Pound gave the old stallion a sheepish look as he hovered down from the ceiling, rotating slowly on his long axis. "Sorry, Mister Pie. I didn't mean to bug you."

The grizzled rock farmer chuckled and shook his head as he took a sip of hot toddy. "Nothin' bugs me, boy. What's got you all fluttered up? You got somethin' you really want fer Hearth's Warmin' maybe waitin' in there?"

The burly colt shook his head, casting a furtive look at his sister, who was changing the outfits on her dolls again. "Not for me, really."

Shep's wizened face creased in a knowing grin as he met the colt's eyes. "Sounds like ya figured out the best part o' celebratin' Hearth's Warmin', son."

Pound blushed and gave him a shy smile. Before he could say anything, Cup Cake leaned her smiling face through the door with a cheery exclamation. "We're all ready!"

A shrieking pink and chocolate brown contrail shot out of the room at supersonic speed with a trailing "Youwingoodgamegrandpa!", leaving cloud and pegasi pieces flying in all directions as the Rainbow Dash doll spun in the air and dropped to the tabletop with a soft thud.

Puddin' let loose of her bottle and fluttered after her big sister, shrieking with glee. She was old enough to pick up on the excitement, even if she was too young to understand why it was happening. Shep picked it up and set it on the coffee table among the scattered game tokens, grunting and groaning as he climbed slowly to his hooves, his old bones creaking as he stood. He followed the prancing, capering Cake twins with a wry smile on his lined face.

His old grey mare Maggie Pie tapped her hoof on the carpet for attention as the families gathered in the grandly decorated living room, with the children circling avidly at the foot of the tree and its stacked bounty of gifts. "All right everypony. Who should go first?"

As one the foals raised their hooves with a chorus of "Me me me me me!"

Shepherd Pie cleared his throat and spoke up as he settled on the couch next to his son in law. "Well, I think I'd like to nominate Pound t' go first. I think he's been pretty good."

He shared a nod with his old friend Carrot Cake, who turned to his wife with a wink. "I second that motion. Any objections?"

Tootsie raised her hoof. "I'm an object! And I've been good too!"

Her grandpa gave her a wicked grin. "Beat me at Cloud Checkers and maybe we'll talk, dumplin'."

As the little filly huffed and crossed her hooves in front of her, Pinkie gave a little bounce. "I third the motion to elect Pound the first opener of his presents. All in favor say cheese!"

A slightly baffled chorus of "Cheese!" sounded around the room, and Mrs. Cake turned to her son. "All right sweetie, I guess you can start."

Pound blushed as he cast a glance at his twin sister. "Um... Actually, Mom, I'd like to give Pumpkin my turn."

Pinkie tapped her hoof and gave a definite nod. "The motion is carried. The chair recognizes Miss Pumpkin Cake. You have the floor."

The orange haired filly turned a quizzical, blue eyed gaze toward her brother, who hovered over to the base of the tree and rummaged among the presents, producing a large box that was much more crudely wrapped than the others. A tag on the unevenly tied ribbon read. "To Pumpkin, From Pound"

He set it before her with a sheepish grin. "Here ya go, sis. Hope you like 'em."

Puzzled, the unicorn filly set to tearing away the wrappings. The box swung open, and her eyes went wide as her thick glasses slid down her muzzle over a hanging jaw. The contents of the box lit up with a sparkling blue glow, and a set of butterfly like wings rose out, bright yellow with a dark blue stripe crossing a white rondel with a number one. Pumpkin's eyes welled with tears as she brought her hooves to her mouth. "You... you got me some wings."

She lunged for her brother and threw her forelegs around him in a tight hug. "Oh, you're the best brother ever!"

***

A short time later, the front door of the Cake's house exploded open with a thundering herd of winged foals bounding out into the snow. Pinkie galloped at the head of the charge, a stocking cap on her head, a white and red striped scarf around her neck, and a pair of bright blue wings decorated with multicolored balloon shapes strapped to her back. She launched skyward with a squeal of glee. "C'mon kids! Let's make snow princesses in the clouds!"

The Cakes and Pies bundled up and stepped out onto the porch with fond smiles on their faces as they watched them frolicking merrily among the drifting snowflakes in the sky.

***

The rolling hills of Sweet Apple Acres gleamed with pinkish white blossoms as they rustled in the warm spring breeze.

Applejack knelt in the grass at the foot of a large, gnarled apple tree that ruled the clearing, gazing with a wistful look in her eyes at two stones set among its deep set roots, the simple inscriptions and cutie mark carvings worn down by twenty years of sun and rain. Her blonde mane shone like burnished gold, and was braided with white ribbons beneath a flowing veil, and an antique wedding gown trimmed with lace and embroidered apples and leaves pooled around her like snow against the verdant green.

She cocked an ear and slowly turned as a deep voice called to her from the edge of the clearing. "Ya ready, sis?"

There her tower of a brother stood, a gentle smile on his ruddy face and a bright bandanna around his massive neck. He held her battered old cowpony hat in the crook of his broad hoof. Applejack rose to her hooves and walked over to greet him as he flipped it up onto his head. She cast a glance up at the plain brown stetson. "Kinda funny, seein' ya wearin' that there ol' hat, and me all gussied up in Granny's ol' dress like this."

Macintosh chuckled and nodded toward the base of the tree. "Well, the one who really oughta be leadin' ya down the aisle with this ol' thing on his head is havin' his rest in the sweet by n' by, but the one who wore that fine frock th' last time 'round is up by his side watchin' us n' smilin'. I've known it in my heart fer a long time, since ya took t' the sky with yer stallion for the first time."

Applejack nodded, and leaned forward to nuzzle his neck. "I reckon yer right. I can feel it too, through the roots and grass. Now come on, let's have this thing come to pass."

He met her loving gaze and nodded back, his voice cracking a bit as he replied. "Eeyup."

***

The band struck up, with mandolin, fiddle, and harpsichord, as little Windfall appeared in the archway wearing a gingham and lace pinafore and a shy smile, and proceeded to flutter down the aisle between the assembled family and guests scattering flower petals on the grass from a basket. Applejack and Big Macintosh followed on behind her at a stately pace, the blonde mare fighting back tears as she scanned the crowd.

Almost the entirety of the Apple Family had gathered from the four corners of Equestria. There was Braeburn, looking splendid in a rose colored morning coat and bolo tie. There was Cousin Babs, grown into a solidly built brick of a mare from her work at the produce markets of Manehattan, with her coltfriend Vinnie at her side. Granny Smith sat in the front, positively glowing with pride as her aged Cousin Apple Rose sat at her side dabbing her eyes with a hoofkerchief.

The majority of Ponyville's citizens had turned out as well, filling the orchard clearing with colorful ponies. Friends and families. The Cakes, the Pies, the Candys, the Silvers, the Richs, the Belles, and many more. Even the Flim Flam brothers, looking dapper in matching red jackets and straw boaters mingled respectfully among the crowd.

Here and there, a motley group of non-ponies were also in attendance. Zecora sat looking like a zebra queen in an intricately woven sarong and gleaming gold rings hung with good luck charms, flowers from the deep forest adorning her mane. Cranky and Matilda Doodle, bony and wrinkled but still feisty, craned their necks and perked up their long ears to hear as much of the ceremony as they could.

Baron Redtail sat proudly toward the back in a splendid red uniform tunic hung with ribbons and medals, with Greta at his side in a flowing silk gown of pale gold and bronze. The griffon noble clicked his talons and gave a formal bow as Applejack passed, while his betrothed griffoness gave a wave and a wink and nuzzled her mate to be's neck, ruffling his composure slightly as a blush spread across his cheeks.

Lulong the kirin had inexplicably shown up at the rehearsal with Pheng the phoenix perched on his withers, claiming to have been drawn to Ponyville by "subtle vibrations" after wandering the land meeting its ponies, doing good deeds, and getting in the occasional kung fu battle with bandits. He'd given Applejack and Soarin an auspicious prophecy of their future children's grand destinies, picked at the buffet, and then spent the rest of the evening talking obscure magical jargon with Twilight. He currently stood at the back, a garland of apple blossoms wound in his antlers and a cryptic smile on his face while Pheng preened and darted his gaze about the blossom lined bower.

Beside the mysterious kirin, Spike and Quillina sat holding claws, with the purple drake muttering explanations of what was going on into his companion's ear as she watched the proceedings with rapt interest.

A slight sob caught in her throat as Applejack turned her attention forward and saw them all standing there at the dais, her oldest and dearest friends. To the left her bridal party stood in a rainbow of gingham and lace bridlemaid dresses designed and brought into being by Rarity's impeccable hoof. Apple Bloom stood as her Maid of Honor, then Rainbow Dash, then Fluttershy, then Rarity, then Twilight, then Pinkie, all smiling and trying and failing with varying levels of success to hold in their tears of pride and joy.

To the right, Soarin stood, looking like he wanted somepony to nip him to see if he was dreaming but fully prepared to kick in the teeth of anypony who tried. He drew himself up, so handsome in his formal dress uniform jacket of deep blue.

Spitfire stood at his side in her own dress uniform, looking like she was giving Pinkie a run for her money in the volume of tears flowing from her eyes. Shootin' Star, Pip, and Rumble stood in dress uniform and tux and tails, respectively, maintaining their composure with broad grins on their faces.

At the center of it all, Princess Celestia stood with her gleaming wings spread in blessing over the proceedings. Applejack took a deep breath, and nodded in greeting to the ruler of the sun, the one who had brought its life giving glow to the groves they stood in for untold generations. She'd been quite taken aback when the princess had offered to officiate, demurring that she was a simple pony and that her highness didn't need to trouble herself. Celestia had assured her that as one of the bearers of the Elements of Harmony and a hero of Equestria several times over, it was her right and privilege.

Big Macintosh presented his sister, doffing his pappy's hat and giving a deep bow before giving Applejack a hug and heading over to join Granny Smith in the front. Soarin stepped up beside her with a smile and a gleam in his eye, and they both turned to bow to the Princess.

Celestia drew herself up and gave a bob of her horn, silencing the music and stilling the crowd. "Stallions and gentle mares, we are gathered here to witness and celebrate the union of Applejacquiline Anne Apple and Soarin Jetsamuel Farrenwide in blessed matrimony."

She turned to the groom with a benign smile. "Soarin, in the tradition of the earth ponies, I bid you present the seed for planting."

The sky blue pegasus turned and fished under his wing, and then produced a small jewelry box, which opened to reveal a large, gleaming apple seed in the green velvet cushion. He placed it on his upturned hoof and turned to Applejack. "I bring this seed to plant and nurture. May it germinate and grow, branch and prosper, sheltering us and our offspring, feeding us with its fruit. May its roots dig deep and hold strong like our love, and may we sleep among them and nourish them when our time has passed."

Celestia turned to the bride and gave a nod. "Applejack, do you accept this offering into the earth your ancestors blessed with their tread, so that it may grow, and so that you both may nurture it and flourish, and so shall your descendants through the ages ahead?"

Only a slight hitch broke the blonde mare's voice as she nodded solemnly. "I do."

With that, she dug back a patch of dark, rich earth with her hoof. Soarin plucked the seed from its velvet cushion and gingerly placed it in the divot. As one, they rolled the turf back into place and pressed it down with their hooves, their gazes meeting with blushing smiles. A seedling popped out of the ground in a glimmer of green sparkles, a tiny pink flower opening at it's tip.

The princess turned to the bride and flared her wings. "Applejack, in the tradition of the pegasi, I bid you give of your heart's breath to thy husband."

The earth pony mare turned and blew a long, gentle breath into Soarin's outstretched wing, causing the feathers to rustle and glimmer with tiny motes of light. "My breath is as th' wind, may it always 'n forever bear my beloved over clouds n' clear skies."

The pegasus stallion turned and blew a breath in response across her back. Glistening sparkles of blue white magic whirled and spiraled from his lips, tracing a ghost of a wing where none had been visible. In a gossamer moment it faded as he met her smiling eyes. "So too shall my breath be as the wind, and carry my beloved until we are as one beyond the highest height, where wind and wing have fallen away but our souls fly on forever. So do I swear on my honor."

Princess Celestia smiled at them both and then drew herself up, flaring her wings as her whole body began to gleam like the sun. "So do you both swear, and so do I witness in my immortal sight, in honor of the one above who made us all. And thus, by the authority granted me by the proud nation of Equestria, and in the spirit of Harmony, before all those in attendance who bear witness as well, do I pronounce this mare, and this stallion, as husband and wife, now and forevermore, as long as you both shall live."

She dimmed her glow with a wry grin as she nodded to the couple before her. "You may now kiss the bride."

Applejack and Soarin turned to one another and kissed, as a cheer rose up from the crowd, along with a virtual explosion of exuberantly thrown hats and flowers.

Earth and Sky were joined together in love, joy, and harmony.

The End.

Author's Note

Aaaand that's a wrap! After a year's furious writing, I've brought this spruce goose of a tale in for a landing.

Thanks to everypony who was kind enough to read and react. Your comments, corrections, and critiques are most appreciated. Thanks to the lovely souls who mentioned Earth & Sky favorably in various fora, and to the tireless tropers who did me the immense honor of documenting this story on TV Tropes. It all spurred me on to see my way through this Great Race to the finish.

Stay pony, folks, and stay tuned for more.

Part 1 - Necessity Is The Mother

Clouds of steam from the engine mingled with the fine mist of a drizzly spring morning as passengers disembarked from the express train from Canterlot.

Among them, a lavender coated unicorn mare paused to savor the pervasive scent of apple blossoms that hung in the air, smiling up at the familiar hoof carved sign hanging over the station house proclaiming her destination: Ponyville. She cast an apologetic glance over her shoulder as the passenger behind her irritably cleared his throat, and hastily stepped down onto the hoof scuffed concrete of the platform.

When she'd moved a bit out of the way of the milling crowd of earth ponies and unicorns, she paused again to properly stow the book she'd been reading, which had been hovering at her side like a dutiful companion since she'd exited the train. She pulled an umbrella from her saddlebags and opened it over her head. There it floated in a cloud of sparkling purple magic, its shaft balanced like the point of a top on the tip of her horn. It spun lazily on its axis as she set out, trotting down the quaint streets of her home away from home.

She hadn't gotten very far when a cheery voice called out her name. "Twilight! Hey, Twilight! Twilight Sparkle! What brings y'all down t' Ponyville?"

The lavender unicorn looked around with a quizzical expression, then looked up to see if a pegasus was calling her. Up on the roof of a nearby building a bright yellow earth pony mare with apple red hair was waving to her enthusiastically with a wide grin on her face. She wore her mane in a tight, braided bun underneath a pink bandanna, and a sturdy canvas harness both secured her to the roof with stout ropes and served as a place to hang an eclectic array of tools and pouches that almost obscured her hammer and half apple cutie mark. Both the young mare and her gear were damp from working in the soft rain.

Twilight peeped out from underneath her umbrella with a smile of her own. "Apple Bloom? What are you doing up there in this weather?"

The yellow earth pony replied in a matter of fact tone as she gestured at a newer looking patch of shingles beneath her hooves. "Fixin' a leak. Y'never know they're there 'til the rain's comin' down."

She plucked up a hammer in her teeth and slipped it into its loop on her harness, and then gave the unicorn an eager smile. "Speakin' of comin' down, I was just 'bout t' knock off. Perhaps y'all'd care t' join me for a cup o' joe down at Sugarcube Corner."

Twilight's stomach rumbled a bit, and she called up to the young handymare with a faint blush on her face. "That sounds fantastic! I was in a hurry this morning to catch the express so I missed breakfast."

Apple Bloom nodded and started to carefully pick her way up toward the peak of the roof where she'd anchored her safety harness. "Well then if'n that's th' case we oughta get a move on. Granny always says y' can't think on an empty stomach, and y'all're the thinkinest pony I ever met. Gimme a second and I'll be right down."

The lavender unicorn let out a chuckle tinged with a bit of nervousness as she watched the young earth pony untether herself from the roof. "Don't rush on my account, Apple Bloom. You're awfully high up."

The red haired mare tossed her head as she made her way across the wet rooftop toward a ladder down to the street. "Pfft. This ain't nothin'. Our ol' barn down at Sweet Apple Acres is a whole 'nother story, and sometimes it feels like I'm up there all the WHOOP!"

Without warning Apple Bloom's back hoof slipped sideways on the slick wooden surface, causing her to tumble onto her side and start rolling down the steep incline. Twilight Sparkle's pupils shrank to pinpricks as the young mare dropped over the edge into empty space, plummeting toward the street. The handymare cried out in terror, as the sound of tools striking the cobblestones rang out below her.

Her scream died in her throat, leaving only silence aside from the thundering of her heartbeat in her ears and a silvery thrumming that it took her a moment to recognize as the telltale sound of a unicorn's horn at work. Her muscles unclenched, no longer bracing for the expected impact that was far too late in coming, and she opened her eyes to see the billowing grey clouds above, with a haze of purplish sparkles floating all around her.

Apple Bloom turned her head, realizing that she was hanging upside down with her hooves pointed skyward, and saw Twilight Sparkle standing below with her legs splayed and tail hiked, her horn glittering with her magic over an expression of utter panic that was dissolving into one of relief.

The young earth pony's voice came out with a shaky laugh as she was gently lowered and rotated so that her hooves touched down on the cobblestones among her scattered tools. "Th-thank you most kindly, Twilight. I was happy enough to see ya when I was up there, now I'm twice as glad to be seein' ya down here."

As soon she was on the ground the unicorn mare surged forward and took her into a hug, her own voice shuddering as all the possible alternate endings to what had just happened flashed through her mind. "First Spike and now you. You kids are gonna give me a streak of grey in my mane if you keep this up."

Apple Bloom let out a chuckle as she disengaged and gave her rescuer a wry smile. "Y'all sound like my big sister."

Twilight shook her head and slowly let out her breath. "That's because your big sister is usually right about these sorts of things."

She looked up at the dangling ropes of the safety harness hanging from the peak of the roof. "That sort of aerial work really seems like it would be a safer job for a pegasus." She reached out with her magic to retrieve her hastily tossed aside umbrella and reposition it over her head.

The young handymare let out a snort as she set about gathering up her tools and replacing them in her harness. "Hey, yer talkin' to a gal who spent a lot of her fillyhood fallin' outta things tryin' t' get her cutie mark. If'n there was a pegasus who could do the job they'd be welcome to it."

A pensive look settled on her youthful features as she checked over her gear. "Y'know it ain't in my nature to belittle a pony, but havin' the big sister I got it really ain't in my nature t' lie neither. I ain't met a pegasus yet who knew a durn thing about buildin' stuff. I can't fault 'em fer what they can do with clouds and such, a lot of it's right nice, but when it comes t' good solid materials like wood, stone, and plaster they don't know a nail from their tail or a plank from their flank."

She caught herself and shot the older mare a sheepish look with a slight blush adorning her cheeks. "Pardon my Fancy talk."

Apple Bloom shrugged and looked skyward. "I don't rightly blame 'em. Not much call t' know how t' fix a roof when y'all live on top o' th' rain clouds."

They set out toward Sugar Cube Corner, with the unicorn edging her hovering umbrella over so it covered both their heads.

Twilight pursed her lips, not quite willing to concede her point. "Even so, if you're gonna work so high up you should have a pegasus or unicorn watching to make sure you're safe."

Apple Bloom shook her head sadly. "I ain't been in business long enough t' hire ponies just t' be spotters, Twilight. And anyhow, there ain't many unicorns 'round these parts who can catch a full grown pony outta th' air like you can. Only one I can think of with that sorta hornpower is Snails, but t' tell the truth he's the last feller I'd want lookin' out for anypony's safety."

The young mare gave an exasperated roll of her eyes. "As much time as that colt spends in Froggy Bottom and the Everfree, I don't think he cares a whit fer his own."

A thought struck her, and she turned to look at Twilight with a raised eyebrow. "Speakin' o' reckless colts, what's Spike been doin' that's got ya all in a flutter?"

Twilight let out a weary sigh, accompanied by a wry smile. "Good choice of words. His wings have gotten big enough to support his weight for short glides, so now it's all I can do to keep him from climbing every tower in Canterlot and jumping off. I think I'm neck and neck with Canterlot University's Head Custodian in a race to see who's going to have a nervous breakdown first."

Her ears drooped and she rolled her violet eyes as she repeated the point and counterpoint to an argument she'd been having with herself for months. "Intellectually, I'm well aware that Spike is nigh indestructible, but every time I see him launch off a high ledge my heart stops for a few seconds."

The younger mare clucked her tongue sympathetically. "I'm still a mite surprised that he's even got wings. That one time he got all big on us he didn't have 'em. I always kinda reckoned that was how he was gonna turn out when he grew up."

The unicorn sadly shook her head. "Well, the thing you need to understand about dragons is that as magical creatures their growth and development is tied to their desires. If a dragon wants wings, they'll grow wings. There are documented cases of them growing extra legs, or gills. There's even one record of a dragon who lived on the trackless plains of Obscuria who grew a second head so they could have someone to talk to. The reason Spike got so large in that unfortunate, greed driven growth spurt was because on a subconscious level he wanted to be big and strong enough to take and hold everything he laid eyes on, and got into a sort of feedback loop with his innate draconic nature. Being able to fly didn't cross his mind."

A rueful look crossed her pensive features. "That idea he got out of those stupid "Thunderpony" comics that I should never have let him read."

Apple Bloom gave her a grin. "Well, if he's the reason you've gotten good at catchin' critters outta th' air, me n' my family owe him as much thanks as you."

Twilight shook her head with another mournful sigh. "I gave up trying to catch him or teleport him down after the first couple times. You know how willful he can be. All it meant was that he started sneaking off without me knowing. It was worse finding out about it the next day from irate custodians whose buildings he'd damaged."

Her ears and tail drooped. "Finally, Princess Celestia stepped in. She assigned a couple of really nice pegasi from her personal guard to instruct him in proper flight procedures." She gave Apple Bloom a smile that didn't quite reach her eyes. "He's starting to make real progress now. At least he's not crashing into walls in the middle of the night anymore."

The athletic young earth pony beamed at her companion. "Ah, good deal. Problem solved, then."

Twilight looked away, suppressing yet another sigh. "Yes. Problem solved."

Apple Bloom cocked her head. "I ain't nowhere as sharp about these sorta things as my sis, but it sounds t' me like somethin' is still eatin' ya. That's three sighs and countin'."

The lavender unicorn shook off her melancholy and gave her youthful companion a more genuine smile. "It's nothing. Really. I've been under a lot of stress recently, between getting my research published and grant applications and both academic and courtly politics and my dad's arthritis and now Spike turning the campus into a hardhat area."

She cast a fond glance around the quaint environs of Ponyville, which exuded cheeriness despite the grey weather. "I just needed to come back here to center myself. Talk to Applejack, get some quiet time with Fluttershy, have a laugh with Pinkie, see how all the foals are doing."

At the mention of the pink party pony's name, Apple Bloom's brow furrowed. "Well, I can guarantee you'll get the first two down at Sweet Apple Acres, along with as much apple cobbler as y'all can handle, but I gotta warn ya that poor Pinkie hasn't been in much of a state fer laughin' lately."

A look of concern washed over Twilight's face. "Oh no. She's well into her third trimester by now. She's not having complications, is she?"

The younger mare shook her head gravely. "Not of the medical variety, no. Doc Muffin says she's fit as a fiddle." She gave a sigh and a shrug. "Long story short, it ain't the foal inside her that's givin' her trouble. It's Tootsie."

She nodded toward Sugarcube Corner as it came into view. "I hope for your sake and hers Pink's havin' one of her good days today, but all the same ya better brace yerself in case she ain't."

Apple Bloom turned her amber eyes back toward Twilight as the unicorn pondered her words. "I think Pinkie Pie has finally met her match."

***

A short walk in the misty rain later, the two mares were coming through the door to Ponyville's favorite sweet shop. As they entered to the merry jingling of the bell, Twilight was instantly struck by the tension in the air, made palpable by the muffled sound of a shrill voice raised in anger in the back room. The other participants in the seemingly one sided argument were only audible as a calming, conciliatory tone, as the indistinct shrieking gave way to wails and sobs.

Apple Bloom let out a sigh and shook her head. "Aw dangit. Bits t' donuts Caramel forgot t' lock all th' windows again."

Both mares looked up as a harried looking blue earth pony with white streaks in her rosy pink mane poked her head out of the double doors, allowing the sobbing hysterics in the back room to spill into the normally cheery storefront. "Welcome to Sugarcube Corner, how may we help..."

Her maroon eyes widened in surprise as a smile lit up her face."Twilight Sparkle! You wouldn't believe how good it is to see you, dearie!"

The lavender unicorn raised a hoof in greeting as she closed up her umbrella and slipped it into a stand by the door. "Hello, Mrs. Cake, it's good to see you too." Her brow furrowed with concern. "What's going on?"

The sobbing in the back room subsided, and a shaky voice choked out a querulous response. "T... Twilight is here?"

A moment later the other side of the double doors swung open and a muted pink pony came shuffling out, her cheeks streaked with the tears that were dripping down from her watery, red rimmed blue eyes. Her mane and tail hung limp and listless in a tangled mess that wasn't so much energetically frizzy as it was hopelessly frazzled. In addition to a general air of puffiness about her face, she was also very, very pregnant.

Without a word she carefully made her way around the counter and crossed the tiled floor of the sweet shop to where Twilight was standing, sniffling and letting out small sobs as she waddled purposefully forward. She came to a stop in front of the lavender unicorn, her lower lip quivering as her bloodshot eyes seemed to focus on a point somewhere in the distance.

Twilight could scarcely believe what she was seeing. She'd never seen her normally bubbly friend look so worn out. She spoke up with a tentative voice. "Pinkie, I..."

That was all she got out before the pink earth pony surged forward and pulled her into a tight hug, burying her face in the scholarly mare's shoulder. She sat heavily down on her haunches and proceeded to blubber a fountain of tears and snot into her old friend's lavender coat, rocking back and forth as she did so.

Twilight let out a sigh and eased herself from an awkward half crouch into a seated position as well, throwing her forelegs around Pinkie Pie's trembling shoulders. She looked up toward the counter to see a haggard, rather sheepish looking Caramel walk into the room to stand by Mrs. Cake's side. As soon as he laid eyes on Twilight he gave her a nod in greeting, not wanting to interrupt his wife's reunion, or draw her attention, having just narrowly escaped her wrath.

Presently, Pinkie's mournful, cracked voice arose from the vale of sniffles and sobs. "It's my little snuggly wuggly sugar dot. She took off again and I don't know where she is."

The pink mare started to tremble. "For all I know right now she could be down a mine shaft or trapped in an old refrigerator or stuck on a raft in a rip-tide or kidnapped by parasprites or down a quaray eel's gullet or encased in amber or packed in a steamer trunk bound for the Far East or fleecing tourists in Los Neighgas in a crooked poker game."

The despondent pink mare hugged her old friend tighter. "She's too little to know how to play the flop effectively, Twilight! She'll lose her shirt and she's barely out of diapers! She'll have to start knocking over convenience stores to cover her losses and wind up doing a nickel in the big house!" She let out a wail and buried her copiously leaking snout deeper into the nonplussed unicorn's shoulder.

An awkward silence descended on the scene once more as the precision wheels in Twilight's head spun, trying to find a gentle way to assure Pinkie Pie that her three year old daughter probably wasn't running an illicit gambling operation.

Before she could come up with a proper reply, the sob filled stillness was broken by the jingle of the shop's bell and the flutter of wings. Twilight suddenly found herself slammed sideways onto the floor as Pinkie Pie tossed her aside, her distended belly barely clearing the prostrate unicorn as she landed with a heavy clatter of hooves and rushed forward.

After a moment of disoriented thrashing the lavender mare collected her wits and rolled over to see the pink earth pony crushing a little chocolate brown pegasus filly to her chest and smothering the squirming foal with kisses. Her tiny wings buzzed like a hummingbird's, and her frizzy pink tail lashed behind her in agitation as she squinched up her little face at this onslaught of maternal affection. A bedraggled looking doll made in the likeness of a cyan pegasus pony wearing a yellow and blue flight suit with a rainbow mane and tail hung from the filly's dainty little muzzle.

A stocky beige pegasus colt with a shock of dark brown mane curling over his forehead landed beside mother and daughter with a clunk, his lip twitching a bit in disgust at the unbridled kissy-face as he gave it a wide berth.

He met his own mother's eyes with a nod as he stepped forward to help Twilight to her hooves. "She was out at Sweet Apple Acres playing with Windfall, just like I said she'd be."

Mrs. Cake gave him a nod and a proud smile. "Good boy, Pound. I think we can declare your punishment over."

At this, the colt ruffled his wings and gave a small sigh of relief. He turned his attention to Twilight as she used her tail to dust herself off. "Hello, Dr. Sparkle. Pumpkin's gonna be really happy to hear you're in town."

The lavender unicorn raised a hoof to ruffle his curling mane. "It's good to see you, Pound." She stepped back to look him over as he bashfully smoothed his forelock back into place with a faint blush. "Let me get a look at you. You're getting so big!"

It was true. Every time she saw him he seemed to double in size, looking like a colt half again his age, even though he was only as old as Apple Bloom was when Twilight had first met her. His hooves were almost comically large, contributing to his naturally heavy tread, and promised that when he reached his full growth he'd possibly be even taller than Big Macintosh. She pursed her lips slightly as she noticed the young pegasus was sporting a faded black eye. She also noticed that he'd gotten his cutie mark since she'd last seen him: a silver horseshoe with a red heart at its center, enveloped by a pair of white wings.

She gave him a smile. "You're gonna have to tell me about getting your cutie mark." She cocked a wry eyebrow. "And how you got that shiner."

Pound Cake blushed a bit hotter as he rubbed the back of of his neck with a broad hoof. "It's all the same story, and it really isn't that cool..."

Before Twilight could press him, she was distracted by Pinkie Pie's stern voice suddenly replacing the sounds of kissing. "Tootselina Margaret Esmerelda Gummy Pie !"

Pound took his opportunity and pushed off from the tiles with another emphatic clunk, zipping out of the room in a flutter of wings before the scholarly unicorn could react. Mrs. Cake gave her an apologetic shrug as the double doors flapped behind her.

Twilight turned back to see the pregnant mare holding her pouting firstborn out at foreleg's length, pinning the filly in a piercing, blue eyed glare. "What did I tell you about flying off without telling mommy or daddy?"

The pink maned foal crossed her little hooves in front of her and mumbled a reply through the doll clamped in her mouth.

Pinkie's eyes flared and she lashed her tangled tail behind her. "Don't you try bamboozle me with all your smooth talk, young lady."

She let go of her daughter and planted her hooves on her balloon marked hips, leaving the tiny pegasus hovering in midair in front of her. Tootsie's demeanor went from defiant to abject under her mother's angry gaze, and she muttered through her doll in a woeful little voice.

Pinkie let out an exasperated breath and ran a hoof through her frazzled mane. "Oh, you forgot, huh? Well you can forget about any dessert tonight."

At this, the chocolate colored filly's deep blue eyes went large and watery, and Twilight could almost swear she heard a tiny, sad violin playing somewhere nearby.

Pinkie's eyes widened in turn, and a shudder ran through her as she quickly averted them. She jabbed a shaking hoof toward the stairs. "N-none of that! Room! Now!"

Tootsie Pie huffed and wiped a tear from her eye with a tiny hoof, and did as she was commanded, her little body taking on the classic pose of a disgruntled pegasus: hanging like a sack of resentful flour from her fluttering wings as her legs dangled down limply. She cast one last reproachful look over her shoulder and buzzed upstairs.

Pinkie slouched forward with her hooves over her eyes, and had soon melted into a blubbering puddle of misery right there on the floor.

A look of resolve settled on Twilight's face, and she enveloped her friend in a gentle cloud of sparkling magic, lifting her limp, weeping form up into the air. She turned to Apple Bloom and gave her a nod, floating a small sack of bits out of her panniers toward the young earth pony. "Get us something to go, and meet us at the spa."

***

Soon, Twilight and Pinkie were settled in a large steaming tub of jasmine tinged water, with the lavender unicorn gently working a comb through the pink earth pony's mane.

The expectant mare let out a sorrowful sigh, her eyelids heavy in the soothing atmosphere. "That kid... She's running me raggedy, Twilight. One minute she's there and the next she's halfway across Ponyville getting into Celestia knows what. I can't keep up with her. Not on foot. Not like this."

She cast a frown down at her belly as she gently rubbed a hoof across it. "I look like a balloon but I feel like a sand bag. And to think I used to be able to get the drop on Dashie when I felt like it."

Twilight nodded sympathetically as she paused to pick apart a tangle without tugging too hard on Pinkie's scalp. "Well, to be fair, you were ten years younger, and you weren't carrying an extra passenger."

Pinkie shuddered, slumping her shoulders. "Y'know, this one's gonna be a pegasus too. I couldn't take the suspense anymore, so I had Doctor Muffin cast a See the Foal spell. She's gonna be a beautiful little pink filly with a golden brown mane. Caramel and I are gonna call her Puddinella."

She let out a small sob, trying to keep her emotions in check. "The only part of me that still moves fast is my brain. Too fast. Every time Tootsie goes off on one of her little adventures I imagine a million zillion ways something bad's gonna happen to her, and I know I can't get there in time to protect her. What's it gonna be like when I've got two little tornados going in every direction at once?"

Twilight felt her own throat starting to tighten up, and she laid aside the comb and just put her forelegs around her old friend, craning her neck to nuzzle the pink mare's cheek.

Pinkie's voice became thicker as she kept talking. "I... I keep having dreams about being knee deep in taffy, and it's not awesome... it's... it's just terrible because all my... my sweet little babies are flying away and I can't get to them. And the ones where they're laughing and happy and playing together are worse than the ones where they're being chased by storm clouds or pterodactyls. Because I can't join them."

Her voice came out tiny and sad as she dragged a foreleg across her snout. "That one's already coming true. Do you know what Tootsie said to me the other day? I was scolding her. Again. All I seem to do these days is yell at her and at Caramel and at the Cakes and their sweet kids or anypony else who comes in earshot. I haven't been so bad for business at Sugarcube Corner since the days when I ate three cupcakes for every one I put in the case."

She choked out her next words over a lump in her throat. "T-tootsie told me that I wasn't any fun anymore."

Twilight hugged her dear friend tighter, feeling an echo of the lance that doubtless plunged through Pinkie's heart upon hearing that. "Oh Pinkie, I don't know what to say..."

The pink mare let out a weary breath and reached back to stroke the unicorn's cheek with her hoof. "N-nothin' y' can say, Twilight. It's a problem that's as old as Equestria, since pegasi started marryin' earth ponies and unicorns."

After a long, pensive silence Pinkie spoke up again. "Mrs. Cake knows what it's like, raisin' a kid in three dimensions. She's been a big help, and so has Pound, bless his little heart. He's such a good colt. He chases Tootsie down for me all the time without a peep of complaint." She gave her companion a fragile hint of a smile over her shoulder. "At least my friends stick by my side..."

Twilight had been thinking deeply as they sat together in the warm water. "There has to be a solution. That's what problems are, just solutions waiting to happen."

Her eyes went wide as one of the ornate lotus shaped lamps adorning the bath chamber flickered on. "Say... what about that flight spell I cast on Rarity?"

Pinkie sat up, blinking her limpid blue eyes, before breaking out in gales of bubbly laughter, flopping back against Twilight and churning the scented bath water as she helplessly kicked her legs.

Her voice came out as a throaty chortle as she wiped fresh tears from her cheeks and turned to give the nonplussed unicorn a shaky grin. "Oh Twilight, all I could think of when you said that was me floating around like a big pink blimp with butterfly wings. M-maybe I could rent out advertising space on my sides and fly over hoofball g-g-games." This set her off again, and swept Twilight up as well as the pregnant mare's Element of Harmony reasserted itself.

Pinkie was gasping for breath when it finally subsided, slumped in her lavender coated friend's hooves with a smile brightening her face. "Ohhhh, that laugh felt good. I love you so much, Twilight."

Twilight tried to shake off the giggles. "I'm serious, Pinkie."

The pink mare stuck out her lower lip and furrowed her brow. "You do remember what happened, right? The flameout and thousand foot fall?"

The lavender unicorn huffed. "Well, sure, but that's because Rarity wasn't operating her wings within proper tolerances. She flew too high and too flamboyantly."

Pinkie shifted and peered over her shoulder at her. "And I also seem to remember you sayin' it was super hard to pull off. While you were casting it I thought your horn was gonna pop off your head like a bottle rocket and then we'd have to run and catch it before it put somepony's eye out and they'd have to wear an eye patch and find a parrot willing to work cheap and learn a bunch of songs about treasure chests and rum. I miss rum. I can't drink anything stronger than carrot juice with a bun in the oven. Well, I don't miss drinking rum so much as I miss being able to make Bananas Foster whenever I want, but still..."

Twilight grabbed the opportunity to cut in, refusing to be dragged into a tangent. "Well, yeah it was tough, but I'm a lot more proficient than I was back then."

She tapped her dripping hoof on her chin as her mental wheels started to turn. "Plus perhaps if I looked at the underlying theory maybe I could simplify it somehow. I'll have to dig that spellbook out at Books and Branches while I'm here. Then I could probably cross reference its source notations with the codices on file at Canterlot U. Maybe there's a base principle that could be updated for a modern Incantation System that would..."

She was interrupted by the sound of a gentle snore coming from the pink mare slumped in her embrace. Twilight tsked and nudged her. "Pinkie!"

The pregnant earth pony jerked awake. "Nuh! Foopnarple!" She blinked into full consciousness and looked over her shoulder at Twilight with a sheepish grin. "S-sorry, Twilight. You were saying?"

The unicorn rolled her violet eyes. "That's not important. The important thing is that even if it's still a tough spell I'd be willing to put out the effort if it'd make you happy, even if it's just for a little while."

Pinkie sniffled, her eyes brimming again with tears. "It... it's nice to cry with happiness for a change too, Twilight. I... Ooh!"

She looked down at her belly with widened eyes. "Puddin' just kicked!" She pulled one of the lavender unicorn's hooves forward and carefully placed it on the curve of her belly. "Feel that?"

Twilight felt the stirring of Pinkie's foal and caught her breath, speaking in a hushed tone. "Now that is magic."

Pinkie gave her a gentle smile. "I think she likes you too."

The warm silence was broken by the sound of Twilight's stomach rumbling loudly. The lavender unicorn started blushing while Pinkie succumbed to a fit of giggling. "I guess we're both getting messages from our tummies."

The scholarly mare cleared her throat sheepishly. "I'm beginning to wonder just where Apple Bloom got to."

Right on cue the door to the bath chamber swung open and a the red headed earth pony poked her head in. "Did I hear somepony callin' my name?"

Twilight helped Pinkie ease herself to a more upright position and turned to face her with a cocked eyebrow. "Apple Bloom, where've you been? I'm starving."

The young handymare gave her a sly grin. "I went back t' the farm to gather up some Apples."

With that, she stepped aside, and her elder sister and sister-in-law came in with their faces lit up by broad smiles. Applejack carried a bushel of apples on her back and Fluttershy bore a picnic basket on hers.

The two mares set their burdens down on the large tub's catwalk and reared up to lean on its edge, where they were greeted by a warm, albeit sopping wet, hug from Twilight Sparkle. Being already damp from walking across town in the rain, they didn't mind at all.

Applejack gave Pinkie a wave with a solicitous look on her face. "How y'all doin' Pinkie? A.B. here said y'were havin' a bit of a rough day today."

Twilight let loose of the blonde mare's shoulders and settled back into the tub while accepting a juicy looking apple from Apple Bloom.

Fluttershy spoke up, her sweet voice taking on an apologetic tone. "I'm so sorry about what happened, Pinkie Pie. We would have sent Tootsie straight home if we'd known she'd come over without your permission."

Pinkie settled back against the side of the tub with a sigh. "It wouldn't have done any good anyway, she would have just gone someplace else and gotten into even more trouble. At least when she's with you I know she's with someone who can handle her."

The soft spoken pegasus ruffled her wings self consciously, not quite managing to hold back all the pride on her voice. "Windfall wanted me to tell you that she's sorry too."

The pregnant pink pony slouched down a little, not even trying to conceal her jealousy. "You get all the breaks, Flutters. You got the wings to keep up with your kids, but they're so well behaved you don't even have to."

The butter colored mare fidgeted a bit as a blush blossomed on her face. "Oh... Believe me, they can be a hoof full, especially now that the twins are fledging."

She let out a dainty sigh. "For what it's worth, I kind of know how you feel. Big Bunny is such a good father to them, but he's in the same pickle that you are. It just breaks my heart seeing him down there watching us while we're up playing kites or dragonfly tag or riding thermals. He says he doesn't mind, but... well..."

Applejack chimed in, giving her younger sister a nod that set Apple Bloom rummaging in the picnic basket. "Ol' Macintosh ain't no better a liar than he is a flyer. Me n' Bloom feel th' same. It'd be right nice t' play with our nieces n' nephew, but once they get them l'il wings workin' all they wanna do is go up."

She looked gravely at Pinkie as the pink earth pony began to sink down into the tub with her face clouding up, and decided to try to redirect the conversation before she broke down again. "Anyhow, I believe somepony mentioned pickles somewhere in there. Lookit' what we got for ya, Pink, straight outta Boca Del Fuego down in Mexicolt. A couple buddies o' mine on the rodeo circuit owed me a solid and sent 'em up."

Apple Bloom gave Pinkie a wide grin as she produced a jar full of deep purplish red, positively sinister looking chili peppers tightly packed in a murky liquid. The pregnant pink mare sat bolt upright with her blue eyes taking on a glazed, manic focus. "Those... those aren't... Oh, you guys are the best!" She reached out with trembling hooves. "G... Gimme!"

Twilight obligingly floated the jar over to her, idly chewing her apple as the everything she'd heard and discussed started to slowly churn in her mind, pieces of a puzzle looking for a few gaps to fill in.

Her concentration fled as Pinkie snaffled the lid off of the jar and greedily dug in to its pungent contents. All of the other mares in the room found themselves starting to tear up in the cloud of stinging vapors that suddenly filled the air.

***

Later that afternoon, Twilight bid farewell to the Apple sisters and their graceful sister-in-law, promising to avail herself to Sweet Apple Acres' hospitality for the duration of her stay in Ponyville, and escorted a greatly rejuvenated and refreshed Pinkie Pie back to Sugarcube Corner.

They'd scarcely made it through the door and called out a greeting to Mr. Cake, who stood behind the counter, when a loud squeal and a clatter of small hooves sounded on the stairs, and a pale orange unicorn filly with a curly, carrot colored mane barely contained in a pair of pigtails came galloping down. She narrowly avoided taking a header when she reached the bottom, and her thick glasses flew off of her excited little face, only to be caught out of the air in a cloud of whitish blue sparkling magic. The errant spectacles fell into formation with a shoal of hovering pony dolls all decked out in fancy dresses and suits that followed in the filly's wake.

She skidded to a stop in front of Twilight, hopping up and down as she gazed up at the unicorn scholar with wide blue eyes. "Miss Twilight! Miss Twilight! Lookit! I can make 'em do a gavotte!"

With that she floated her glasses onto the bridge of her snout and screwed her face up in concentration as the hovering dolls paired off and started to spin through the air in a complex dance, trailing blue sparkles as they moved.

They all came to a sudden stop and tumbled to the tiled floor of the sweet shop as Mr. Cake's gently exasperated voice called out. "Pumpkin... What rules are you breaking?"

The suddenly abject filly hung her head, dutifully replying. "No playing with my dolls in the shop."

The lanky stallion nodded. "Right. And?"

Pumpkin dug her hoof. "No running inside, expecially on the stairs."

Mr. Cake nodded again. "And?"

The little light orange unicorn's tone became meek and quiet. "Use my inside voice."

A wry smile plucked at the corners of her father's mouth. "That's the hat trick, sweetheart. Now why don't you say a proper hello to Dr. Sparkle and Mrs. Pie, and then maybe if you ask Dr. Sparkle nicely, she'll want to see what you've learned how to do since she last visited."

Pumpkin Cake drew herself up and bobbed her stubby little horn to both mares. "Good afternoon, Miss Twi... Dr. Sparkle. Good afternoon Missus Pie. Dr. Sparkle, would you like to see some of the new magic tricks I can do?" They both suppressed a chuckle at the filly's elaborate decorum.

Twilight gave the young unicorn a fond smile. "Of course, Pumpkin. I'd love to see what you've learned."

The pink earth pony leaned in and spoke in a loud whisper to the filly as she cast a shifty glance toward her father. "You can just call me Pinkie, gumdrop, no matter what your papa says. Mrs. Pie is my mama."

She gave Pumpkin a broad wink, then turned to nuzzle Twilight's cheek. "You two have fun. I'm gonna go find Caramel and apologize for all the bite marks I left on his rump this morning. And then I need to bake a cake for Tootsie."

With that, she set out at a careful walk across the sweet shop floor, a bit of her old spring creeping into her step as she went. Twilight gave her a final wave before sparking her horn to life to help Pumpkin gather up her dolls.

***

Soon the two unicorns had removed themselves to a patch of fresh green lawn out back behind the sweet shop, which rustled softly in a gentle breeze while the pegasus weather crew hauled the clouds away overhead to let Celestia's cheerful springtime sun shine brightly over Ponyville. The elder mare knelt on the cool carpet of grass as the young filly stood with her legs braced and her curly tail hiked, making her assortment of fancy dressed dolls loop and whirl in intricate patterns across an invisible dance floor above their heads.

Twilight complimented her with an earnest note of pride on her voice. "You've got remarkable control, Pumpkin. I don't think I could keep half as many objects up when I was your age, let alone get them to do the waltz."

The filly grinned from ear to ear as her horn sparkled. "Thanks, Miss Twilight. Those workbooks you loaned me really helped. Plus it's fun!"

Twilight let out a fond chuckle. "Yeah, it is. I can't think of anything I'd rather stay up all night doing besides magic."

She sheepishly cleared her throat. "Don't you stay up all night doing it, though. Not 'til you're a lot older, you hear me." Pumpkin rolled her deep blue eyes and nodded.

The elder unicorn cocked an eyebrow as one of the dolls caught her attention, hovering over the rest. She bobbed her horn toward it. "Who's that fellow up there? Doesn't he get to dance?"

Pumpkin responded hesitantly as she kept her attention locked on the dancers. A blush was beginning to show on her light orange cheeks. "He's a brave knight. He looks out for the others and doesn't let anypony pick on them."

Twilight reached out with her own magic and pulled the little stuffed pony down to eye level. It was a light colored pegasus with a dark mane, decked out in a soft grey cuirass and a helmet adorned in red, yellow, and blue yarn.

A pensive grin stole across the lavender mare's face as she noted that the felt wings kept flapping even when telekinetic control passed from Pumpkin to her. "You put a Make It Move spell on the wings. Very clever."

The wheels that began to spin in the unicorn scholar's head went still again as she turned the tiny pegasus knight sideways and noted his cutie mark, drawn on his flank in magic marker. "This is your brother's cutie mark."

A couple of the stuffed dancers bumped into each other, but recovered as the blush deepened on Pumpkin's face, and she shifted a little, such that the lenses of her glasses shielded her eyes with reflections. "Yeah. He didn't want me to put it on there, but I did anyway."

Twilight dug a hoof in the grass, proceeding carefully. "I think that's very sweet. I guess he doesn't want his friends to tease him, huh?"

Pumpkin shook her head. "No way. Nopony teases my brother. He's the toughest, bravest colt in our grade. Even the big colts don't mess with him. Or anypony else, as long as he's around." The dolls started to drift toward the ground, settling in the grass as the little unicorn slouched her shoulders. "He's just kinda... I dunno. He feels... bad about what happened when he got his cutie mark."

The lavender mare allowed the little pegasus knight to settle in among the other dolls, its cloth wings still softly beating the air. "He said he got it the same time as he got that black eye, but I haven't heard from him how he got either."

Pumpkin edged closer to the older mare and lowered her voice to a whisper. "He doesn't like telling the story. I can tell you, but you gotta promise not to tell him I told you."

Twilight nodded solemnly and made an X across her heart with a hoof, then tapped it lightly against a closed eye. The unicorn filly edged even closer, nudging her glasses up a bit higher on her nose. "Okay. Well, the thing is, he got the cutie mark and the black eye when he got into a fight with a couple of his friends."

She looked away, hanging her head. "And the reason he got in the fight in the first place was over me. We were headin' home after school was over, and Sparrow and Arrow Dart wanted to go play kites, and Pound said he didn't want to ditch me and then Zephyr Breeze said who cares I was just... just a dumb ol' pinhead nerd and that all I did was slow Pound down."

She sniffled and dragged a hoof across her nose. "And then Pound gets real mad and tells him to take it back and Zephyr laughs in his face and shoves him and calls him ground pounder and says he should just turn in his wings and go make mud pies with all the dumb ol' dirt ponies and next thing I know Pound knocked him out of the sky."

Her voice became small and distant. "Then the Dart brothers jumped on him and it was like this cloud of hooves and wings and tails and then they're on the ground with Zephyr and they're all beat up and Pound is up there with his eye all swelling up and blood coming out of his nose and he's saying that they better apologize to me right now, and if he ever catches them picking on earth ponies or unicorns again he'd make mud pies out of their faces."

She gave a small shake of her head. "And the way he said it wasn't yelling or mean or anything, it was so calm it made me kinda scared to hear him talk like that. Then Zephyr and Arrow and Sparrow all start crying and say they're sorry and promise they'll be nice to ponies who can't fly and he says okay and tells them to go home."

Pumpkin raised her glistening blue eyes to meet Twilight's concerned gaze. "And when they're gone then he starts crying and I start crying and he walks me home and he had a long talk with Mom and Dad and then they sent him to his room while they talked it over, and I went and said I was so sorry for everything and he said it wasn't my fault and..."

She faltered, letting out a tiny sob. "... and that I was his twin sister and he'd never leave me behind just 'cos I can't fly and if his pegasus friends didn't like earth ponies or unicorns for something so stupid then he didn't wanna be friends with 'em anymore. Then he said he wished that ponies could just be friends without caring about that sort of thing. And that's when his cutie mark showed up."

Twilight broke the pensive silence that followed. "Well... On one hoof, I'm sorry to hear he let words, as wrong and mean as they were, provoke him into hurting somepony..."

The little filly sighed, fidgeting in the grass with her dainty hooves. "Yeah. That's why he feels so bad about it. I think it hurt him inside more than it hurt his friends on the outside when he saw what he did."

The lavender mare laid a hoof on the young unicorn's shoulder. "On the other hoof, it's a very brave thing to stand up to your friends when you think they're doing or saying the wrong thing. While I can't condone of his actions, I approve of his motives. You can be proud of him for that."

Pumpkin nodded, nudging the little pegasus doll. "I am. That's why he's my knight. He doesn't like to talk about stuff like this, but he knows how important my dolls are to me, so this is how I show him I'm proud of him."

The lavender unicorn reached out with her magic and gently picked up the heroic little figurine, examining the cutie mark. "So what happened with his friends?"

The filly shrugged. "He went around to their houses the next day and apologized for what he did, to them and to their mommys and daddys. The Dart brothers forgave him pretty much right away, but it took a couple days before Zephyr would even look him in the eye. They made up too, though. That made me really happy, 'cos Pound loves flying and I'd feel terrible if he didn't have anypony to fly with."

She let out a wistful sigh. "I wish I could fly. Pinkie tells me when I was really little I used to be able to do it with my magic, but these days I can't lift anything bigger than a bag of sugar."

She looked up at Twilight with a hopeful look on her little face. "Do you know any magic spells that let a pony fly? And if you do could you teach me?"

The scholarly mare gave a little shake of her head. "I know a couple, but they're kind of tough to pull off, even for a grownup unicorn."

Pumpkin pawed at the ground and hung her head with a look of disappointment settling on her face. "Awww."

Twilight reached up and tousled the filly's curly orange mop, the wheels in her own head beginning to turn again, as she slowly spun the knight doll around in a shimmering cloud of purple sparkles, watching while its cloth wings kept steadily beating.

Part 2 - Falling Into Place

Sweetie Belle wobbled a bit on her gold painted platform horseshoes as she struggled to keep her balance on the slowly rotating dais that dominated the center of her sister's workroom at the Bijou Boutique, the crown jewel of Canterlot's high fashion scene.

The elaborate headdress and wig she wore was threatening to pull her forward onto her primrose white face, and probably would have succeeded in doing so were it not for the weight of her billowing gown and the sweeping pair of swanlike wings that adorned it. The young unicorn mare wasn't the most coordinated pony in Equestria, and the tightness of the harness that underpinned her costume was making her a little light headed, which wasn't helping.

Rarity gazed at her sister with a critical eye over her horn rimmed glasses, smartly tapping a hoof on the hardwood floor to signal to the shop assistant who was hitched to the windlass downstairs. The turntable came to a sudden stop, causing Sweetie Belle to lurch sideways with a chime-like cry. Her elder sister drew in a sharp breath, expecting her to topple to the floor in a heap of white samite and multicolored gossamer, but with a grimace of effort, the younger mare shifted her weight in the other direction, precariously righting herself.

The unicorn tossed her elegantly curled violet mane and gave her a smile. "Bravo, Sweetie! Well corrected!"

Her younger sibling grinned triumphantly as she wove a bit under the burden of her finery. "The choreographer's been having me rehearse with saddlebags full of sand and dumbbell weights on my horn. She says I gotta get used to big costumes if they're gonna keep giving me these big parts."

Rarity let out a chuckle as she started walking around the platform. "Well, it would hardly do for the Princess to go pitching rump over teakettle in the middle of the stage, now would it?" Not wanting to burst Sweetie Belle's bubble, she bit back a comment about her little sister already being prone to doing so without the expedient of a large costume.

The alabaster unicorn's face became serious as she went back to evaluating her work. "Hmm. The body line isn't quite right. Hold still, darling."

Her horn sparkled with shimmering blue magic, causing the laces on the gown's girdle to tighten. Sweetie let out a melodious squeak as her cheeks bulged out and her soft green eyes went a bit crossed. As Rarity completed a circuit around the platform, she reared back in alarm as she looked into her sister's flushed, pleading face. "Oh dear! I don't think Princess Celestia's supposed to be that color."

Sweetie drew in a huge, gasping breath as the laces on her girdle loosened again. She glared at her sister with a frown creasing her open brow. "Sheesh, Rarity! I need air to sing, ya know! The straps on this harness are tight enough without you cinching up the corset too."

The elegant fashion designer lashed her violet tail. "Well I'm not loosening those straps, sister dearest, no matter how much you complain. I'm worried enough about you falling down at stage level. I'm not going to take any chances with the wire work. It would be dreadful for both our complexions."

She turned and bobbed her horn to one of her assistants, who stood next to a hoof cranked winch. "Speaking of the wire, Bobbin dear, would you be so kind?"

The earth pony set his hooves on the pedals and started turning the winch, lowering a cable down from the rafters. The line terminated in a split, with a pair of metal clips solidly spliced to the ends. These Rarity caught with her magic and attached to a couple of carefully concealed steel rings protruding from the rump and withers of Sweetie Belle's costume.

Her slightly miffed expression softened as she met her sister's gaze. "You ready?"

The younger unicorn nodded, a slight tinge of nervousness on her primrose face. Rarity, in turn, gave a nod to her assistant, who dutifully threw his back into cranking the winch and raising Sweetie Belle into the air.

The elder unicorn tsked and called up to her sister as she signaled for the winch to stop. "Darling, I'm fairly certain that Princess Celestia doesn't do much flying with her eyes closed."

Sweetie's voice came out strained and shaky. "Workin' on gettin' 'em open. Gimme a minute."

Rarity blew a stray curl out of her face. "You used to do things like this all the time with Scootaloo and Apple Bloom when you were a filly."

Her younger sister made a clipped reply as she gently swung back and forth like a pendulum. "What do you think I'm flashing back to right now?"

The alabaster coated mare lashed her tail in annoyance. "Sweetie, I think between the two of us, I have much greater cause to be afraid of heights than you do, and I'm telling you this is nothing. You're only twenty hooves up for Celestia's sake."

Her elegantly coiffed head whipped around as an awestruck voice sounded from the doorway. "Oh wow, Rarity! Sweetie Belle looks amazing! You've really captured the Princess' essence!"

A fond smile spread across the fashion designer's face as she saw a lavender colored unicorn with pink and purple streaks in her slightly disheveled violet mane standing there, a delighted expression on her face belied by the dark bags under her eyes.

Rarity beamed with pride as she walked over to greet her. "Twilight dear, so glad you could come. Coming from you I take that as a considerable compliment to both of us."

Sweetie Belle managed to pry an eye open and gave a small wave. "Hi, Miss... uh, I mean Dr. Twilight."

Rarity gave her friend a quick hug, planting a kiss on each cheek before she held her at foreleg's length with a raised eyebrow. "If I may be so bold to say, darling, you're looking a bit rough around the edges. I thought your trip to Ponyville last week was supposed to relax you." She plucked a brush off of a nearby table and started to work it through Twilight's mane without a missing a beat.

The lavender unicorn submitted to her friend's ministrations without protest, knowing it wouldn't do her any good to do otherwise. "Oh, it was. Everypony sends their love, by the way."

She let out a wry chuckle. "No, I just got caught up in a little problem and have been burning a few extra candles trying to puzzle out a solution, in addition to my regular research."

Rarity tsked. "Well, I'm hardly one to scold you about that, seeing as I've been pulling more than my share of late nights getting the costumes done for the Royal Opera."

She set the brush aside and led Twilight over to the side of the platform. "And on that note, come take a good look at our rising star here, or rising sun, as it were." She let out a little chuckle at her own joke, then continued. "Since you know Princess Celestia as well as anypony, I wanted to get your studied opinion on my work, and I'm sure Sweetie here wouldn't mind a few tips on carrying off the part."

Twilight smiled up at the sequin and samite impersonation of her mentor, admiring her friend's handiwork. "Well, like I just said, I think she looks marvelous." She called up to the younger mare. "I bet you never thought you'd grow up to be the ruler of Equestria, did you Sweetie? You look wonderful! Very true to life."

Sweetie Belle let out a nervous chuckle, like a glissando of silvery bells, and beamed at the compliment. "Thanks, Twilight. I just hope the Princess herself enjoys my performance."

The scholarly mare's eyes twinkled. "Just relax and do your best. I happen to know that "Ring of the Neighbelung" is one of her Highness' favorite operas."

She leaned forward and raised a hoof to the side of her mouth in a conspiratorial stage whisper. "Although she once told me that she thought Wagoner laid it on more than a little thick with her dialogue and lyrics, so don't take it the wrong way if she starts cracking up during your big solo in act two. She said that's as long as she can usually hold it in. Just remember, it's not you, it's the libretto. I think part of the reason the Princess likes it so much is it gives her a good laugh."

A bit of the tension drained from Sweetie's posture as she let out a giggle. "Well, I did used to think that comedy was my special talent."

She gave the older unicorn a fond smile as she rocked gently back and forth on the cable. "Thanks, Twilight. I was beginning to get a little bit of my old stage fright thinking about performing for an immortal demigoddess, but if she's going to enjoy the show either way then I can stop worrying about that and just concentrate on singing as good as I can."

Rarity gave her sister a wry smile. "As well as you can, Sweetie, which is very well indeed." She followed with a wink. "And if all else fails, just try to visualize everypony in the audience without any clothes on."

Sweetie Belle traced a couple of slow arcs through the air as a puzzled look settled on her open face. "Uh... Rarity, ponies don't normally wear..."

Her sister cut her off abruptly as she clacked her hooves smartly on the floor. "Anyway, lets get you down from there, darling. It's getting on toward lunch time and there's this positively fabulous little sushi place that just opened on Farrier and Main that I've been simply chomping at the bit to take Twilight to."

The lavender mare grinned. "Sounds great."

Sweetie tossed her head with a mock imperious expression on her face, lapsing easily into the Royal Canterlot Voice. "THIS DOTH PLEASETH YOUR PRINCESSETH AS WELL! LOWER ME, BRAVE SIR BOBBIN, SO THAT I MAY PARTAKETHETH OF YONDER FOODETH!"

She punctuated her booming speech by throwing a hoof skyward with a grand flourish. Her heavy soled platform horseshoe came loose and launched into open space, arcing over the young mare's shoulder. Rarity and Twilight's pupils shrank to pinpricks as time seemed to slow down, and they watched the gold painted hoofwear spin as it followed its predestined trajectory toward the head of the earth pony assistant stationed at the winch.

Time returned to normal with a coconut-like klonk sound, as the heavy shoe bounced off of the stallion's skull. A multicolored constellation of stars appeared around his head, accompanied by bells and cuckoo noises as he staggered away from the mechanism with wobbly, stumbling legs and wildly spinning eyes. Sweetie let out a perfectly pitched shriek as the unponyed winch started unwinding, sending her plummeting toward the floor.

Just as suddenly she jerked to a stop, the wings of her costume bobbing up and down as she stopped bouncing and came to rest, her eyes clenched shut and her legs tucked up tightly to her body.

Rarity shook away her shock and heaved a sigh of relief as she saw a shimmer of purple magic around the pedals of the winch, holding it steady.

She turned to the lavender unicorn beside her with a grateful smile. "Excellent catch, Twilight. That was..." She cocked an eyebrow as she noticed that her scholarly friend was staring raptly at her sister. "Um... Twilight?"

Twilight Sparkle didn't answer, her violet eyes wide as her head bobbed up and down in time with the diminishing oscillations of the wings on Sweetie Belle's costume.

Her brow furrowed, and she looked across the platform at the winch. With a surge of her magic, she cranked it, raising the young unicorn up a few hooves, then let her drop back down a short distance, staring raptly at the motion of the wings once again. Sweetie let out another shriek, kicking her hooves and losing another shoe.

Twilight let out a gasp. "That's it!"

Eyes sparkling in fascination, she started winding the winch back and forth, causing Sweetie to bob up and down in a steady motion. A smile began to creep across the lavender scholar's face, a note of exultation on her voice. "That's IT!"

The young opera singer's cheeks bulged out, and she swallowed hard, muttering with a thick voice. "I... I think I'm gonna barf..."

Rarity rounded on her old friend with her sapphire eyes flashing and stamped a hoof. "Twilight! If you are quite finished playing with my little sister like a yo-yo..."

This snapped the scholarly mare out of her reverie, and she looked up at the younger unicorn with dawning horror and chagrin. "Oh no! Sweetie I'm so sorry."

With that she gently lowered her to the platform. Sweetie Belle tottered on her half shod hooves and collapsed, spiraling to the turntable's surface with a rustle and a thud.

***

In short order, Rarity had everything sorted out. Sweetie Belle was laid out on a fainting couch with a warm washcloth over her eyes. Bobbin was propped up on some cushions in the break room with a bag of ice atop the swelling bump on his forehead. One of the interns was en route to the sushi restaurant for takeout. The Celestia costume was arranged on its ponikin awaiting triage and repair. Everything was back in its proper place. Now there was only the odd behavior of her guest to account for.

When she returned to the workroom the pale unicorn mare found Twilight scrutinizing the wings, and gently moving them with her telekinesis while a heavily bookmarked tome bound in royal blue hovered nearby.

She gave a guilty start as Rarity cleared her throat behind her. "All right, Twilight Sparkle. Perhaps you'd like to tell me what this is all about? It's happened to me enough times for me to know inspiration striking when I see it."

The lavender unicorn rounded on her with an eager gleam in her eye. "I think I've figured out a way to let ponies fly."

The alabaster colored fashion designer favored her with an arched eyebrow in an otherwise deadpan expression. "Yes. I think I've heard of it. It's called being born a pegasus. Perhaps you've met a few of them?"

Twilight shook her head, her friend's sarcasm sailing past her. "No! I mean earth ponies and unicorns!"

Rarity huffed in growing exasperation. "This is also not news. You cast that spell on me the first time we all went to Cloudsdale."

The lavender unicorn nodded enthusiastically. "Yes! Exactly! But the problem was that it was very hard to cast, and ultimately extremely unreliable!"

The fashion designer rolled her eyes with a pained expression crossing her pale features. "It certainly was, although I suppose one could say that was hardly the spell's fault."

Rarity suddenly found herself pulled cheek to cheek with her studious friend, as Twilight levitated the book over to float before their eyes. "I've been analyzing that spell, taking it apart at its basic principles."

She ran her hoof across the complex sigils and charts that covered the mouldering parchment. "It breaks down into three main components: the physical generation and connection of the wings to the subject, the animation and control of the wings, and an aerodynamic factor that mimics the intrinsic flight magic of pegasus ponies in regards to generating thrust and countering gravity."

Twilight paused, giving Rarity a slightly manic grin. The elegant fashionista could only muster a puzzled shrug in reply. "So?"

The scholarly mare rolled her eyes so hard it made her horn trace a small circle in the air. "So, since these components are discrete, they can be removed from the incantation without compromising the other components, and by removing the hardest component, i.e. the conversion of ambient mystical energy to a physical solid with anatomical interfaces to a living being, the bulk of what makes the spell difficult is removed. The remaining two components are so simple even a unicorn of relatively modest skill could perform them, as they're very closely related to the basic telekinesis that we all can do."

Rarity's brow furrowed pensively as she tried to sort through the wall of jargon that had just been thrown at her. "Sooo... you leave out the part where you create the wings... But, if you leave that part out, what's the point?"

Twilight dragged her friend around to face the Celestia costume, reaching up with a hoof to rustle one of the wings. "The point, my dear Rarity, is why conjure a pair of wings out of gossamer and morning dew, when you can sew a much sturdier pair out of fabric? One that a pony can keep in their closet and put on anytime they wanted to go flying!"

The alabaster unicorn's face went paler, as her sapphire colored eyes grew wide and started to sparkle, the glimmers in the depths of her widening pupils resembling the shine of gold coins. "Sweet Celestia's unbridled overbite! We're going to be rich!"

The Bijou Boutique suddenly echoed with the loud, giddy squeal of two unicorn mares.

Part 17 - All Of The Above

As Pinkie and Fluttershy frolicked overhead with their children, the pegasi of Ponyville drifted away one by one or in small groups, their curiosity sated and replaced by assorted pressing needs to get back to whatever they'd been doing. Soon, only three winged ponies remained.

Raindrops and Rumbles touched down in front of Soarin and Applejack, the yellow mare clearing her throat and pawing sheepishly at the ground while the young grey blue stallion averted his eyes and self consciously ruffled his wings. By the grave looks on both of their faces, they appeared to be bearing unhappy news for the sky blue former stunt flyer.

Soarin gave them a cautious smile. "Hey Rum. Chief. What's up?"

Ponyville's senior weather mare opened her mouth to speak, closed it, and looked away, nudging her underling with a wing. "Go ahead. Tell him."

Rumbles fidgeted, and looked at Soarin with a flickering gaze set in a hangdog expression. "I... I'm sorry, Soarin, but I'm afraid I'm gonna have to write you up for improper cloud usage." He hung his head. "The cost of replacing that skimmer is gonna have to come out of your pay for this week."

The young stallion winced as he said it, and couldn't bear to face one of his foalhood heroes. "I'm sorry. I'm sorry, I'm really, really sorry."

Applejack reared up with indignation flashing in her sharp green eyes. "Now just a dadgummed minute, there. What in tarnation's 'improper' 'bout usin' a cloud t' put out a fire?"

Raindrops let out a sigh and turned to meet her gaze. "That was a decorative shade cloud, not a rain cloud. It was spun up to block sunlight and be pretty, not carry and release precipitation."

Soarin lashed his tail as he explained to the blonde earth pony's confused expression. "Its kind of like using your Granny's nice silver pie server to dig up weeds in your garden. It'll do the job, but it wasn't meant to, it won't really stand up to it for very long, and it's kinda expensive and wasteful."

He fixed his gaze back on his superiors. "It was an emergency, okay? I just used what I had at hoof."

The yellow pegasus mare pursed her lips and shook her head. "You should have gone to the depot and grabbed a Number Four. We always keep a couple at full wetload for fire suppression."

The sky blue stallion snorted in annoyance. "For all I knew the whole farm could have been on fire by the time I got Thunderlane up off his rump with the keys to the shed." At this a pained look crossed Rumbles' face as his wings drooped in chagrin.

Raindrops ruffled her wings and huffed. "Look, we got procedures for this sorta thing, and it's for everypony's safety that we expect you to follow 'em"

She cast Applejack a sidelong glance. "If you wanna showboat and impress the ladies, maybe you ought to try and get your old job back."

The blonde earth pony bristled, her apple green eyes flaring angrily as she stepped up and got in the senior weather mare's face. "And I reckon YOU oughta watch what yer sayin', Raindrops, or th' next thing that comes outta yer mouth might be a few teeth."

Raindrop's eyes flashed and her lip pulled back in a snarl, but before she could respond, Soarin stepped forward and raised a wing between them. "Whoa there, girls. Nopony scheduled a cyclone here today."

He leaned over and gave Applejack a peck on the cheek, causing her scowl to dissolve into a startled blush. "I appreciate you takin' my side, sweetheart, but I gotta own up when I screw up."

He turned toward his superior with an apologetic look, smiling earnestly as a bit of a blush appeared on the pegasus mare's cheeks as well. He gave a rueful shrug. "And I screwed up. Sorry, Chief. I'll take whatever hailstones drop, and try to do better in the future."

Raindrops forced her wings back down into a folded position and cleared her throat, her angry frown changing to a look of flustered conciliation. "W-well, that's all right, Soarin. I... I don't think I need to make Rumbles write up a full on, official reprimand. Just a warning and you paying for a new shade skimmer ought to do."

She met Applejack's gaze with a touch of wistfulness creeping into her expression. "Ponyville should count itself lucky to have a good, solid stallion like yourself on the weather team."

The blonde earth pony gave a nod toward Soarin as a fond smile settled on her face. "I reckon we are." She cleared her throat and extended a hoof. "In fact, we're mighty blessed t' have a whole bunch o' good ponies on th' weather team. I sure as sugar couldn't run my farm without y'all's help. I surely beg yer pardon for gettin' all hot under th' harness at ya, Raindrops."

The bright yellow mare laughed sheepishly and took the apple farmer's hoof. "Well, a fire's enough to get anypony worked up, and I probably said a couple things I shouldn't have myself."

As the two mares shook hooves, Soarin stepped forward and gave Rumbles a pat on the shoulder. "I guess while we're all apologizing, I should say I'm sorry for what I said about your brother just now, Rum."

The younger stallion shrugged, pawing at the ground with a hoof. "Don't worry about it. It was a lot nicer than what our mom says about him." He looked up at Soarin with a furrowed brow. "I'm sorry I didn't take charge of the situation better, or you wouldn't have gotten in trouble in the first place."

The sky blue pegasus gave his younger supervisor a wry grin and gentle shove. "You're doin' the best you can with a showboating slacker like me, kid. Don't sweat it. Water under the cloud." He gave Rumbles a wink. "Just try to keep a tighter rein on me in the future, okay?"

Raindrops let loose of Applejack's hoof and took to the air with a beat of her wings. "Okay, well we better take off. There's so much paperwork fluttering around the office you'd think we were six months overdue for Winter Wrap Up, and today's just gonna add a couple more inches to the pile. C'mon, Rumbles." The younger pegasus dutifully launched and took up a position at her wing.

The weather supervisor gave Soarin a nod. "When you finish here, get over to the park and help Cloudchaser corral all the downwind skimmers, and try not to buck any more of 'em into puddle filling, okay?"

The sky blue stallion threw her a salute. "You got it Chief. See you at the depot." The two pegasi saluted back and then lit out toward Ponyville.

Applejack let out a sigh as she watched them leave, and turned to Soarin with a furrowed brow. "Well, as proud as I am o' ya fer standin' tall n' doin' th' honest thing, it's still a durn kick in th' flank they had t' dock yer pay like that."

Soarin nodded ruefully. "Yeah, I guess I'm gonna be a little short on bits this week." He gave her a wry smile. "Ah well, a few night's eatin' boiled hay will be good for my girthline anyway."

The blonde mare tossed her head. "Hogwash. Yer invited over fer dinner until further notice, mister. It's th' least the Apple family can do t' thank ya."

The former stunt flyer turned weather pony chuckled as he cast a wary glance toward Big Macintosh, who stood a ways off watching his wife and her brood playing in the sky with Pinkie and her kids. "Well, I don't want to upset you, so what else can I do but accept your hospitality." He ignored a sharp glance in their direction from the hulking red stallion as he leaned in to share a brief kiss with the freckled mare.

When they finished, he stepped back and angled his wings for takeoff. "I guess I'll see you tonight." He gave the rest of the Harmony Aeronautics crew a nod and a wave, and lit out toward Ponyville Park.

***

Tootsie lay curled around her little sister in the perambulator, thoroughly worn out and fast asleep as the late afternoon sun cast longer and longer shadows from the bases of the apple trees. Puddin', in turn, wrapped her tiny hooves around her big sister's Rainbow Dash doll, her serene little face a picture of deep, untroubled slumber as she sucked placidly on one of the stuffed figurine's fore hooves.

A sun baked and wind blown Pinkie Pie gave a fond smile over her shoulder at Sweet Apple Acres' vine festooned, wrought iron gate as she set out on the road back to Ponyville with a subdued spring in her step. She looked up with a broad grin and waved her hoof as the shadow of a heavyset pegasus passed overhead, and continued on her way humming yet another happy tune.

She smiled down on her daughters as she reached into the basinet to tuck a blanket around their softly sleeping forms. "Your papa's gonna be sooo sorry he missed all the fun, but I'd bet my best bundt cake pan he's gonna be super thrilled at how easy it's gonna be to get you little wiggle factories into bed tonight."

A sly grin curled the corner of her mouth as she murmured softly to herself. "He might not have too much trouble getting me there either..."

***

As Soarin wheeled over the rolling expanse of apple trees, his attention was drawn downward to the clang and jangle of a dinner bell echoing up from the main compound of Sweet Apple Acres, accompanied by a loud cry of "SOUP'S ON, EVERYPONY! COME N' GIT IT!"

He banked and spiraled down, touching hooves to ground right next to Applejack with a broad smile on his sky blue face. "Hey, gorgeous. Did I just hear you playin' my song?"

She gave him a playful shove after accepting a peck on the cheek. "P'shew. Yer sweatin' like a hog in August." She assumed an expression of mock disapproval. "Y'ain't gettin' another taste o' apples 'til ya wash up, sugarcube."

He responded with a look of mock contrition. "I thought a hard workin' farm mare like yourself would appreciate some good, honest perspiration."

Applejack snorted and tossed her head. "Anyplace but at th' supper table, darlin'. Now just you scoot along t' the pump shed n'..." She trailed off as a pair of winged figures, a spotted earth pony and a smallish purple dragon, rose into the sky over the distant alfalfa field.

Her expression hardened and she lashed her tail as she muttered to herself. "Consarn it, Twilight, I know y'all heard me callin'."

The blonde mare cast a harried look at Soarin. "Sugarcube, would ya do me a favor n' go rustle them wayward colts n' fillies back t' th' farmhouse. Tell 'em if'n they don't come right away they ain't gettin' nothin' but cold oats n' barley water fer their supper."

The sky blue stallion gave a nod and snapped off a salute. "Will do. Back in a few."

With that, he launched into the air toward the tiny, circling figures of Spike and Pip.

***

Apple Bloom glanced anxiously toward the distant main barn looming over the horizon of apple trees. "Twilight, AJ is gonna be plumb riled up if'n we don't head in fer supper." She glanced down at her side as her stomach rumbled. "And she ain't th' only one who's gonna have somethin' t' say 'bout it."

The lavender unicorn mare flicked an ear and gave a shake of her head. "Look, I just want to get one F.A.T. sequence in before we have to knock off. I'm as happy as anypony that Pinkie got to fly with her daughters, but now we're a day behind schedule." She gave the young earth pony a slightly manic look, a rictus grimace tugging at the sides of her mouth. "The clock is ticking, Apple Bloom!"

The handymare gave her employer a deadpan stare. "I swear t' Celestia, if'n y'all even think about slappin' that hearts fer eyes whammy o' yers on that harness I am gonna clamp yer horn in my bench vice and leave ya there 'til Sunday mornin'."

Twilight's ears drooped, and she gave a nervous chuckle as she backed away from the younger pony's glare. Before she could respond, a stallion's voice called out overhead. "Hey there, girls. Applejack sent me out here to threaten you with cold oats and barley water if you didn't come in for... Oh, now what the hay do you call THAT?"

Apple Bloom and Twilight looked up to see Soarin staring in disbelief at Pip and Spike's erratic flight over the alfalfa field. The sky blue stallion gave an irritated shake of his head and a flick of his tail and launched after them, easily matching pace and dropping into formation between the two young flyers.

The pegasus' brow furrowed as he called to Pip. "You're throwing your center of mass off when you dangle your legs like that. Tuck them up to your belly and keep 'em there. Look, see how Spike's doing it?"

The dragonet's scowl of irritation at having his instruction interrupted vanished into self consciousness as Soarin pointed out his superior form. "See? Forelegs tucked up to the chest, legs sweeping back to control his drag, tail acting as a rudder to keep him steady. Of course, a dragon's got different aerodynamics than a pony, but the same principles apply. If you hang your legs down you look like a mop with wings, and fly just about as well."

Pip complied to his directions, his coltish face lighting up with enthusiasm as his forward flight evened out. "Oh, jolly good! I was afraid any more wobbling and I'd need to bring a bucket up with me."

Soarin grinned at him. "That's the stuff, kid. Now lets see you do a right turn, and when I tell you to let your hooves relax a bit on the left to help you get a little momentum."

***

A couple of hours later the two stallions sat at the Apple family table excitedly chattering about aerodynamics and flight techniques over bowls of uncooked oats and cloudy cups of water. At Pip's side, Apple Bloom sat sullenly chewing on her cold, very late dinner and casting black looks at them and Twilight, while Applejack worked in the kitchen at the sink, scrubbing dishes and occasionally glaring over her shoulder as their conversation waxed and waned. Granny Smith had long since retired to bed, and Fluttershy and Big Macintosh had just been taking Windfall, Blossom, and Bud upstairs to put them down for the night when the group had finally come in to eat.

Neither Apple sister's scowls could match Spike's sulking, as he sat with trails of black smoke curling from his nostrils behind a heap of empty bowls and cups with his arms crossed over his leathery chest. Eventually he stood up, excused himself, and stalked out of the dining room, down the hall, and out the front door. The stout planks of the porch groaned slightly as he sat heavily down and slumped forward with his serrated jaw resting on the palms of his clawed hands.

Soon afterward he heard the scuff of hooves behind him accompanied by the creak of the Apple family's screen door. He kept silent as Twilight sat down next to him, staring over the treetops at the distant, untamed clouds drifting over the Everfree. He ruffled his leathery green wings. "I guess this means I'll be going back to pushing papers and taking notes, now that you've got a real flight expert to help Pip."

The lavender unicorn mare sighed, and edged a little closer, placing a hoof on his shoulder as she leaned in to speak softly to him. "Aw Spike, I know it hurts, but sometimes you just have to accept that there might be somepony who can do a better job at something than you can. You remember when Owlowicious moved in with us? Just because he was naturally better suited to stay up all night and help me didn't make you any less my number one assistant. You needed your sleep so you could grow up into the big, strong dragon you are today."

Spike let out a defeated sigh. "I know. I know. I even learned a couple of things while Soarin was showing Pip his stuff." He gave a petulant shrug. "I guess I can't really compete with a Wonderbolt anyway."

Twilight gently stroked the scales on his upper arm. "For what it's worth, I kind of know how you feel."

She met his quizzical gaze with a wistful grin. "When you started learning how to fly, I know it seemed like I was always nagging at you and fussing over you, but truth be told I was never really worried about you. Not really. Keeping you safe wasn't what kept me awake at night. You're a dragon! Even when you were a baby you could take a belly flop into a pool of molten lava without breaking a sweat. "

A rueful look washed across Spike's face as he absently rubbed his belly at the distant memory. "It still stung like a buck. But..."

She held up a hoof. "No, the thing that was really bothering me was that you were learning things that I couldn't help to teach you. For the first time in your life I couldn't share that experience with you. I was so jealous of Sir Concord and Sir Destrier, watching them guide you as you spread your wings over the towers while I was forced by gravity to just stand below and watch."

She rested her chin on her hoof, her posture mimicking the looming young dragon's. "When I heard about Pinkie's problem with her pegasus daughters, it really struck a chord with me. I guess I wanted to solve it for my own benefit as much as hers, or little Pumpkin Cake's sake."

She let out another sigh. "Although I suppose that barn door's already too far open for me, you're already getting so good at flying and you'll probably be the one teaching me how to do it once I've perfected the harness."

Twilight absently traced circles on the rough boards of the porch with her free hoof. "That is if you don't have anything better to do. It's hard for me, but I guess I'll just need to get used to the idea that the older and bigger you get, the more you're going to be your own dragon and chart your own flight path."

Spike smiled down at her as she reached up and wiped away a tear. He lifted his chin from his palm and reached down to lay his arm across his guardian's withers. "You can fly along with me anytime you like, Twilight. I'll never leave you behind." He gave her a gentle squeeze. "Dragons keep what they treasure."

Her only response was a contented sigh as she nestled in to his side with a tear rolling down her cheek.

***

Applejack came stomping emphatically into the room shortly after Twilight had followed Spike outside, and set about gathering up the empty bowls and cups that had been left behind. She cast one icy glare at Soarin, spun on her hooves, and stomped back out again with the dinnerware balanced on her back. The two stallions cast a wary look at one another, their enthusiastic conversation about flight techniques finally stilled, then looked over at Apple Bloom.

The young mare rolled her eyes and jerked her head toward the kitchen door as she met Soarin's gaze. "Well! Git yer tail in there and tell her that yer sorry, ya consarned nitwit."

The sky blue former stunt flyer opened his mouth to argue, traded another uncertain glance with Pip, then let out a sigh and got up to follow Applejack.

Apple Bloom watched him go with her ears laid back and her jaw set pugnaciously. When the door closed behind him, she turned to Pip, her amber eyes glittering as a sly smile appeared beneath the faint blush of her cheeks. "So... Y'wanna go into th' parlor n' make out?"

The young stallion brightened up with a gleaming smile. "Oh rather!"

Pip got to his hooves and pulled the chair out for Apple Bloom. As the young couple turned toward the archway leading into the hall, their faces fell. There Big Macintosh loomed with all the sternness of a mountain crag.

A long, anxious moment later a cheerful smile spread across his freckled face, and he presented a scuffed and battered cardboard game box balanced on a broad hoof. "So! Who all's up fer a game o' parcheesi?"

***

Soarin poked his head into the kitchen with a sheepish look on his face to the clatter of dishes being brusquely done in the Apple family's worn old porcelain sink. He ruffled his wings in the awkward silence as Applejack stood lashing her tail behind her, aware of his presence but unwilling to acknowledge it. He tentatively cleared his throat. "Hey... uh... look, I'm sorry I made us all late for dinner."

She drew herself up archly. "Well, I'm sorry y'all had t' miss out on my special baked artichoke hearts n' scalloped 'taters n' summer greens with apple pan dowdy fer dessert, but y'all knew the consequences and y'all made yer choice."

The sky blue stallion rolled his eyes and let out a long breath. "Yeah. You said if we were late it was gonna be cold oats n' barley water, and according to your friends you never lie, so that's what I should have expected."

He pursed his lips. "If I'd have known it was also gonna come with such big slices of grief on the side then maybe I'd have been better off just havin' boiled hay back at my place."

The blonde mare rounded on him with flaring eyes. "Yeah, well maybe y'can just choke on yer boiled hay, ya slack jawed, bob tailed... no account... ungrateful... galoot..."

When she met his gaze she trailed off, her anger dissipating as a look of chagrin settled on her face. She let out a deep breath of her own and rubbed her forehead with a hoof. "Awww, shoot. Y-yer right. I'm just throwin' a dumb ol' hissy fit 'bout nothin', ain't I?"

Soarin stepped forward and took her hoof in his. "No, I screwed up yet again. Your cooking is amazing, and you made that... that feast special for me, 'cos you knew I'd be coming by tonight, didn't you?" The farm pony gave a halting nod as she averted her gaze.

He let out a sigh as he pulled her into a hug."You do your best to make me feel at home and what do I do but turn right around and fly away, leaving you standing here waiting with platters going cold and empty seats at the table. Well, I'm really sorry. You're a special mare, and you don't deserve to have your feelings blown off that way by a dumb, thoughtless sleet-head like me."

Applejack let out a sniffle and squeezed him back. "Well, I reckon I oughta know better than t' try n' tie a pegasus down. Truth is flyin' comes as natural t' y'all as feelin' the good ol' dirt under my hooves is t' me n' my kind. No amount o' my home cookin' is gonna keep ya outta th' wild blue yonder fer long."

He reared back to look her in the eyes, a look of realization dawning on his face. "You know what? I don't see why that has to be a choice anymore. Why can't we both have it all?"

The blonde mare cocked an ear as a quizzical expression furrowed her brow. "What're ya talkin' about? I don't follow."

He turned and put his wing across her muscular shoulders, leading her out of the kitchen with an enthusiastic grin on his face. "You will! You can! Come with me!"

***

Twilight and Spike turned with ears and aural spines, respectively, perked at the sound of two sets of hooves stepping out onto the porch behind them. There they saw Soarin and Applejack standing with earnest, excited looks on their faces, although there was an underlying note of barely contained, full galloping panic in the set of the farm mare's jaw, the flick of her tail, and the shifting of her eyes.

The sky blue pegasus stepped forward with an expectant grin. "Doctor Sparkle? Applejack and I have a favor to ask..."

***

As the receding sun bathed Sweet Apple Acres in a honey colored light while the sky blushed on the horizon in streaks of orange and vermilion, a scraggly bush was making its determined way along the perimeter of the sprawling farm, coming to a stop beside a secluded stretch of fence.

Two heads popped out of the leafy mass, one short necked and round and the other long necked and angular, but both hidden by black balaclavas, with the hatchet faced pony's mask bearing an extra hole in the forehead for a sharp yellow horn. They took a long, furtive look around, and then withdrew back into the mobile foliage.

After a brief bout of shuddering and rustling, a squat little earth pony wrapped from head to hoof in a form fitting black bodysuit clambered up the rungs of the fence, getting hung up at the top as he struggled to heft his rotund frame over with a low undertone litany of grunts and curses.

The taller pony's head popped up out of the shrub and glared up at his struggling companion with bloodshot eyes narrowed in exasperation. After watching the dwarfish earth pony flail his stubby legs trying to surmount the fence, the scrawny unicorn reared back and jabbed him in the rump with his horn, sending him over with a gravelly yelp followed by a soft thud.

With a nod of satisfaction, the gangly figure lifted the bush up and over his head and then tossed it over the fence, where it crashed down on the shorter pony with a muffled clatter just as the stunted creature was climbing painfully to his hooves. The black clad unicorn then proceeded to grab the top rung of the fence and haul himself over, landing in the bush and prompting another grunt of discomfort from his companion as he landed on top of him.

After a brief round of sotto voce recriminations the ersatz shrub was on the move again, creeping among the apple trees like a gigantic wooly caterpillar with eight hooves scampering along beneath it. After following a long, winding, stop and go route through the orchard, the scuttling bush finally settled at the foot of a tree within a short trot's distance to the barn that Harmony Aeronautics was occupying. The logo that Rarity had designed stood out boldly against the red painted walls in the golden evening light.

The tall skinny unicorn reared up, took another look around, and after determining that the coast was clear bounded out of the bush and cleared the distance, dropping into a tuck and roll at the end that brought him up against the corner of the barn. Pressing himself flat against it on his hind legs, he oozed around the corner and up to the doors, his angular head constantly scanning his surroundings.

With a tentative, shaking hoof, he reached out and flipped one of them open, flinching back and covering his face in the crook of his foreleg. After a moment he relaxed, giving a contemptuous snort. "Amateurs..."

He turned and whistled toward the bush and gave a jerk of his head, then ducked inside as the short, stumpy figure scuttled in a straight line across the brief span, laden with a duffel bag roughly twice his size that clanked and clattered softly as he moved. When he'd disappeared inside the barn, the long neck of the taller one craned out, took a final look around, and yanked the door shut behind him.

A sickly green light illuminated the darkened interior of the barn as the scrawny unicorn sparked his horn to life, his eyes glittering with sinister intent as he advanced on the empty flight harness. The mechanism laid open on a framework that Apple Bloom had constructed, sitting atop the square platform among ropes trailing from pulleys in the rafters, looking rather like a giant moth caught in a spider's web.

A low chuckle issued forth from a sneer hidden beneath the black weave of the lead intruder's balaclava. "There it is, Otto. It's almost a thing of beauty. Like a block of marble waiting for the sculptor's chisel"

The chunky little earth pony grunted his agreement as he scuttled at his taller companion's heels under his faintly clanking burden. "Yeh, bozz. I got chisels. Got gouges and an adze too."

The unicorn cracked his bony neck and turned, the glow around his horn flickering as he used his magic to take hold of the zipper on the duffel bag and unzip it. "Good. Good. But I think this particular work calls for a subtler approach."

With that, a large fire ax floated up out of the bag in a cloud of green magic that reflected in the black clad intruder's bloodshot eyes as he brought it around in front of him. His rotund little companion heaved the bag off his shoulders with a grunt, the loud crash of it hitting the floor causing the unicorn to arch his back like a startled cat and bobble the axe.

He turned with a hoarsely whispered snarl and smacked his assistant across the face with a flick of his tail. "Quiet, you simpleton! If those hayseeds catch us in here we'll be lucky if the least they do is tar and feather us."

The squat earth pony cringed and nodded obsequiously, then ducked his head into the duffel bag and came out with a hacksaw clamped in his teeth, his mask puckered around the handle. His companion snorted, gave a nod of satisfaction, and turned back toward the flight harness, raising the axe to strike.

The creak of the door's hinges and the sound of voices sent a shock of alarm along both ponies' spines to the tips of their tails, making them to frizz out like brushes, and continued down their legs, causing them to splay out, and then dance frantically in a staccato of muffled hoof beats as their heads darted in all directions.

A moment later sunlight flooded the empty room, shining on the broad white wings of the flight harness as one of the nearby ropes swayed gently in the sparkling dust motes. The shadows of several ponies and a dragon stretched across the floor from the silhouetted figures of Twilight Sparkle, Apple Bloom, Pip, Applejack, Soarin, Big Macintosh, and Spike.

The lavender unicorn inventor led the way with the red headed handymare in tow. The young earth pony swished her tail behind her as she grinned expectantly over her shoulder at her elder sibling. "Come on, sis. There ain't nothin' to be afraid of."

Her blonde maned elder sibling set her jaw and braced her hooves at the threshold. "I ain't afraid. I just don't wanna chance breakin' yer doohickey here with yer big show fer th' princesses comin' up so fast."

Apple Bloom tossed her head as she took hold of one of the ropes, giving it a tug and lifting the harness up off of it's framework. "Don't worry. This baby's built right sturdy. It'd probably carry Big Macintosh if the straps were long 'nuff t' go 'round him."

The massive red stallion gave a slow shake of his head. "I'll pass. I just came out t' see that nopony gets hurt." He cast a sidelong glare at Soarin that caused the sky blue stallion to ruffle his wings skittishly. The freckled behemoth muttered under his breath. "Or needs t' be..."

Pip spoke up with a grin. "Have no fear, old bean. I can attest to the fact that we've got a cracking safety team in Doctor Sparkle and Spike. Plus Mister Soarin will be up there with her the whole time. She's in the best of hooves."

Big Macintosh gave him a long, flat stare, and then looked back at the flight harness as his youngest sister busied herself helping Twilight check it over, a tiny sigh rumbling deep in his barrel chest.

The pegasus stallion sidled up beside Applejack and gently brushed a wing down her side. "Look, sweetheart, if you really don't want to do this, I'll understand."

She gave him a fragile smile. "No, I wanna. I know yer tryin' t' share somethin' special with me."

He smiled back. "Yeah, but you were tryin' to share your cookin' with me tonight and I gave it a pass. Fair's fair."

The farm mare let out a chuckle. "Well I tell ya what, I'll bake y'all a couple o' pies so we're even, and y'all better eat every crumb."

Soarin gave a toss of his head and laughed, then leaned in and kissed her on the cheek. "Hah! Twist my wing, why don't you?"

Big Macintosh narrowed his eyes at the display of affection, but suddenly found his vision obscured as a battered cowpony hat was casually tossed in his face. "Hold my hat for me, willya Mac?"

Applejack reached up a hoof and pulled Soarin into a longer kiss, and then turned to her grinning younger sister. "Okay, AB. Strap me on in t' this flaptrap." Their elder brother let out a resigned sigh and plonked the hat on his head with a broad hoof.

Twilight looked up from her checklist with a wry expression. "This is another one that Rarity's gonna be positively livid about missing."

Applejack let out a nervous chuckle as Apple Bloom lowered the harness onto her back and began to carefully secure the buckles. The blonde mare gave her friends a grin. "Aw, she'll live. Celestia knows we'd be harvestin' a bumper crop o' smug if'n she was here."

She looked wryly at one of the canvas and ash wood wings as her younger sister manipulated it. "I reckon Rainbow Dash'll be plumb sorry she ain't here t' see this too."

Twilight chuckled as she gave her clipboard a final glance and set it aside. "It's a good thing she's not here, she'd inevitably want to race you, and I'd like to do some more stress testing before I'd be willing to put our prototype through that."

Spike snorted from where he leaned against the doorpost. "As if Pinkie didn't put it through its paces enough today."

Applejack grinned at the lavender unicorn. "Anyhow, I'd wanna get some practice in 'fore I went up against Dash on her home turf."

Apple Bloom stepped back from her sister's side with a nod to the others. "Well, no time like th' present t' get started. She's ready t' go up."

Soarin stepped up beside Applejack with an expectant smile, which she returned with a nod. With that, they set out for the alfalfa field at a trot with their friends and family in tow.

As they made their way out of the improvised hangar/workshop, one of the dangling ropes groaned high in the rafters, taut with the weight of a gangly limbed unicorn who strained to hold onto the rope with a large axe clenched in his teeth and a surprisingly heavy runt of an earth pony with a large duffel bag of solid metal tools hanging from his neck and severely restricting his breathing.

Several pigeons who had been nesting in an out of the way corner of the barn's superstructure had taken an interest in this lumpy new feature in their domain while the ponies had busied themselves below, and the flock was currently testing it out as a suitable roost.

One of their number, whose rather delicate digestive system had afflicted her with incontinence, was settled as comfortably as her irritable bowels would allow on a pointy yellow prominence toward the top. The faint but insistent shiver that was running through her perch was making it difficult for her to contain herself.

Big Macintosh's placid exterior hid a rather irritable mood as he waited patiently by the door as the others trotted past, then kicked it shut with a bit more force than may have been warranted. The barn door slammed shut with a bang, and the massive stallion cocked an ear as he thought he heard an echoing crash accompanied by a strangled scream coming from inside.

He shrugged it off and hurried after the group, not wanting to be left behind.

In the darkness of the vacated barn, the rawboned unicorn lay sprawled under the crushing weight of his groaning assistant and a bag loaded with painfully angular tools. The suns rays under the door glinted off of the blade of the axe, which had missed the tip of his horn by a hair's breadth. Something acrid and vile smelling was oozing down the bridge of his muzzle, and that was the last sensation he was aware of as his bloodshot eyes rolled back into his head and sweet unconsciousness enveloped him like a cool drink of cider.

***

As they walked the gently winding path through the apple trees, Big Macintosh kept quiet, as usual, at the back of the group, watching his beloved sister and that nervy pegasus fella. He couldn't hear what they were saying to one another as they ambled along side by side, but he could see the look in their eyes. The ruddy earth pony knew that look. It was the same one he shared with his wife, that he felt with such a powerful stirring inside that it made her infamous stare seem like a casual wink from a stranger.

The big stallion cast a glance up at the battered old hat, sitting atop his tousled orange mane. It had been his pappy's hat, a token and a talisman of love and protection from the sweet by and by, and a reminder of his own duty to look after his little sisters.

He knew. They knew.

Big Macintosh switched his ever present stick of straw from one side of his mouth to the other and gave a slow nod of agreement and murmured to himself. "Eeyup."

***

They soared like eagles, with vast orchards sweeping past beneath them as Celestia's setting sun gilded the leaves and turned the apples to glinting rubies. Tiny ponys, like colorful little figurines on the flat quilt patch of the distant alfalfa field watched them intently as the pegasus and his mare traced their arcs across the darkening sky.

Applejack's golden mane and tail trailed behind her like victory flags as she whooped and laughed and sang wordless songs of pure exhilaration. Soarin glided easily at her side, feeling something of the pure thrill of flight rekindling inside him as it poured off of his companion in waves warmer than the sun's receding rays.

She glanced over at him with a wide smile on her face, that faded to a question as she saw he was staring at her with his gleaming green eyes. The farm mare's ears weren't adapted to hear voices over the whistling wind that howled past them, but she could read the pegasus stallion's lips just fine as he said just three words to her. With tears streaming from beneath her goggles, she replied, and he heard her loud and clear.

They welcomed the moon as it rose, wheeling over the fields and trees as the fireflies rose up to glow for one another's love. The two ponies, a pony of the earth and a pony of the sky, settled on the roof of Sweet Apple Acres' massive barn, and held one another close as Luna's delicately crafted panorama of stars came out in answer to the glittering vista below.

Part 34 - Boarding Passes

Rarity's face flushed a bright red, her sapphire eyes flashing with fury as she stomped her hoof for emphasis. "What do you MEAN I'm not allowed to come back on board?"

The unicorn ship's purser's own eyes narrowed suspiciously beneath the shiny black brim of his white cap as he glanced between the passenger manifest floating in a cloud of yellowish sparkles and her pouting face. "Well, Miss 'Rarity', if that is your real name, which I very highly doubt, I have no record of you disembarking from the Ambrosia, therefore you, or should I say, the real you, that is, the mare you're trying to impersonate, is still on board as far as we're concerned."

The frazzled fashionista ground her hooves in the grit and hiked her tail behind her as she fought to maintain an even tone of voice and found herself on the ropes with a standing eight count. "And as far as I am concerned, sir, you are being hopelessly obtuse, for I am very clearly out here, when I should be in my stateroom catching up on several nights of lost beauty sleep."

The stallion's eyes narrowed further. "Oh, you'd like me to think you're out here, but that's just what your kind would say if you were trying to convince me that you were."

Rarity opened and closed her mouth as her overwrought, under-slept brain struggled to comprehend the purser's reply and formulate a counter argument. Failing to find a suitable strand of logic, she fell back on umbrage. " My kind? My kind? My kind, sir, is the finest kind you can find. Just whom do you think you're talking to?"

The burly stevedores who were busily loading palettes of supplies onto the heavy winches hanging from the airship's cargo hold all paused in their work and looked over at the two unicorns as a piercing shriek echoed over the railroad freight yard. "A CHANGELING!? HOW DARE YOU ACCUSE ME OF BEING ONE OF THOSE BEASTLY CREATURES!?"

***

High above, in the glass lined forward ballroom where brunch was being served, the flawless image of Diamond Tiara nearly vented the contents of her thoracic sac when the faint echo reached her ears over the subdued chatter of the blithely unaware ponies around her.

With practiced casualness, she carefully set her fork down beside the plate of saffron quiche she'd been picking at as if she'd realized she wasn't really that hungry, a bit of acting at once difficult, for she was lust gnawingly ravenous, and grub's play, because anything with eggs in it made her want to retch herself straight out of her carapace.

She stood and ambled seemingly without purpose over to the windows, allowing a waiter to clear away her dishes with an imperious toss of her currently lavender and pearl streaked mane. She reared up to lean her hooves on the railing and peered down to see if she could spot the source of the screaming.

Her eyes went wide, the glinting green irises shrinking to pinpricks, as she spotted a gleaming white unicorn with curling violet hair and a triune diamond for a cutie mark. In spite of herself, she crouched down behind the rail, peeking over it as she fought to hold her meal in the specialized compartment that her kind had developed to convincingly feign eating organic matter.

It was her! The shrill dressmaker who was one of the hated Elements of Harmony. Congeniality or something, she could never keep them straight. She was usually too busy running for her life when the rainbow blasts started splitting the air. Was the white unicorn alone?

The imitation Diamond hunkered down further, to the point where she was beginning to get bemused looks from the other finely dressed patrons still at their tables. No... The rainbow one with the mean right cross was in the race thing that the pathetic ponies on board were all constantly jabbering about over plates of their noisome food and drink.

She'd seen the multicolored ring of the pegasus mare's signature attack on the distant horizon as the Ambrosia made its way toward the pony city of Appleloosa. Ever since she'd seen it, her segmented tongue had been working at the empty space in her jaw where one of her pseudomolars had been, reliving painful memories of an old confrontation long suppressed.

Were the rest of them at hoof as well? The orange one who could send an armored changeling drone sailing a hundred hooves with a kick? The yellow one with those... those eyes that made you want to drop glamer and apologize to everypony in earshot ? The... the pink one? Oh, sweet mother of pods, the pink one! Or worst of them all, Twilight Sparkle? That insufferable, un-foolable, prissy know it all with her implacable vendetta. Were they on to her? Were they coming for her? As love starved as she was she knew she wouldn't be able to fend them off at all. And her minions were now too far away to swarm to her rescue.

The ersatz princess dropped to her belly and scuttled for the doorway, not caring a whit for the sudden shocked silence and the stares that followed her. She didn't care what her "husband" would say, she had to get out of sight, preferably under something solid, perhaps sealed with some adhesive mucous.

***

The purser wore the general expression of a dog getting the business end of a garden hose brandished in its face, as Rarity drew in a deep breath and embarked on an epic dressing down of the hapless officer. "I've never been so insulted in all my life! I am the one and only Rarity, a complete original from my horn to my hooves, and for you to stand there and say that I am some sort of copy is just as gauche as to compare one of my sublime creations to a cheap prêt-à porter knockoff!"

She began to pace back and forth in front of him. "And furthermore, my company paid big bits for my ticket, allegedly for the very best that your airship line has to offer, and I scarcely think that spurious accusations of me being some sort of tacky, style biting insect qualifies as good customer service by any stretch of the imagination."

She stopped pacing and rounded on him, rearing up imperiously. "I have a mind to write a strongly worded letter to your board of directors to let them know just how ineffably rude their staff can be. Why, when I think..."

They were both rescued as a sturdily built earth pony with a dappled grey coat and a royal blue uniform jacket came trotting up. "Excuse me, Mister Drawstring. Is there a problem over here?"

He turned and gave the disheveled alabaster mare a smile. "There you are, Milady Rarity! The stewards have been wondering where you'd gone. You haven't been back to your room since we left Baltimare."

She turned to him with a pleading look on her face. "Sterling! Darling! Please tell this... this pony that I really am who I say I am."

Sterling cocked an eyebrow and looked to the purser quizzically. "Why wouldn't she be who she says she is?"

The unicorn officer held up his clipboard as a shield between himself and Rarity's flashing glare. "There's no record of her leaving the ship. I suspect she, or should I say it, is a changeling trying to worm its way onboard so it can suck all our brains out."

The pale mare bit back a comment about being unable to do so since clearly somepony had beaten her to it in the purser's case, and instead continued to make puppy dog eyes at the earth pony porter. "I already explained that to him. My good friend and business partner, the famous Doctor Twilight Sparkle, who's a trusted confidant of both Princesses, I might add, winked me off of the ship to help with an emergency."

The unicorn stallion rolled his eyes and snorted. "A likely story."

Rarity's eyes narrowed and her left eyelid twitched dangerously as the sky overhead flickered a bright vermilion around a deep red sun, causing a bit of uproar among the ponies around her. The alabaster unicorn kept her gaze leveled at the purser, generating her own red from within. "I'll tell you a likely story, pal. It involves my hoof and your face..."

Sterling moved to interpose himself between them with a nervous clearing of his throat as the sky overhead returned to a yellowish blue. "If everypony would just calm down, I think I can vouch for the lady here, if she'd just answer me a question."

He turned to her with a smile. "Did you enjoy the mane wash that the stewards managed to turn up?"

She blinked at him, tears beginning to pool at the corners of her eyes. "I... I haven't even gotten to wash my mane for two whole days... A lesser mare would have just snapped under that sort of privation."

The earth pony porter's eyes narrowed. "But did you enjoy it when you did?"

She quailed slightly, sleep deprivation making her a bit slow on the uptake. "Er... yes. It was very... nice, a very suitable essence of lilac with just the barest hint of gardenia as an undertone. It went ever so nicely with the lavender bath powder."

A relieved smile spread across Sterling's face as he turned to his senior officer. "She's the real deal, Mister Drawstring. I'd be happy to escort her to her stateroom and let you get back to restocking the ship's stores."

The purser didn't look entirely convinced, and stared long and hard at Rarity before acquiescing. "All right, Sterling. Get her aboard and out of my face."

The earth pony nodded and gave a salute. "Yes sir. If you'll please come with me to the boarding platform, milady."

A warm smile spread across Rarity's tired face, and she leaned in to plant a kiss on Sterling's cheek, causing a faint blush to spread across his dappled features. "Oh, you are an absolute treasure, darling. You have my eternal gratitude. Please do lead on."

With that she turned and fell into step beside him, canting her horn back as she raised her snout in the air and gave the purser a cold shoulder that was icy enough to make a windigo think about putting on a scarf. She hiked her mildly tangled tail behind her in majestic disdain and sashayed along with Sterling toward the lifts.

***

A much more congenial farewell was underway at the Appleloosa train station, as a large crowd of friends and family gathered to see Applejack off on her train ride back to Ponyville.

A thoroughly crabby Rarity had drawn on what little remaining reserves of vivacity she could muster to give the blonde farm mare and Soarin another round of congratulations, wish her partner and employees of Harmony Aeronautics best of luck, and give Rainbow Dash a fond farewell before bustling off to see about getting back aboard the Ambrosia.

The rainbow maned stunt flyer had come by with Spitfire in tow, gave their former team mate a quick hug and bumped hooves for luck, and then hurried away to pick Shootin' Star up at the doctor's where he was getting an examination to determine if he was in good enough condition to continue after the injuries he'd recieved in the Salt Lick brawl.

Twilight, Apple Bloom, Spike, and Pip took off soon afterward, citing the need get ready for the next leg of the race. Apple Bloom gave her sister a warm hug and a hastily written letter to convey her best wishes to her grandmother, her brother, and his family, while Twilight nodded toward the town's clock tower and told Soarin to be back at the Friend Ship in an hour.

Most of that time had been tied up by a milling crowd of aunts, uncles, and cousins who'd stopped by to wish Applejack and her newly announced fiancé their best and secure promises of invites to the eventual wedding, whenever that was going to happen. By the time the last of the Appleloosa branch of the extensive Apple family tree had dispersed to their work in the orchards, the conductors were beginning to board the Ponyville express to the shrill wail of the train's whistle.

Soarin and Applejack parted from a tender kiss, with the sky blue pegasus smiling into his beloved's freckled face as he reached up a wing to brush her cheek. "Well, I guess this is so long 'til I land in Canterlot. If I land in..."

She reached up a hoof and touched it gently to his lips, silencing him. "I'll take a when, not an if, darlin'."

Her voice caught in her throat as she reared up to hug him. "I'm so durn proud o' ya, Soarin. I knew y'were gonna make it after that night we talked in th' orchard."

He nuzzled her cheek as he did his best to commit her touch, her smell, her voice, her softness and warmth, and the boundless strength he could feel beneath it all to memory. "You're my inspiration, Applejack. It's easy to go the distance when I know you're gonna be there waiting at the end of it."

She choked back a small sob as she hugged him tighter. "You know it, sweetheart. Sure as there's roots on a tree, I'll be there."

The voice of the conductor rang through the already stifling dust and heat on the platform. "All aboard!"

The pegasus stallion and his earth pony mare separated, reluctantly, with longing looks in two sets of green eyes as she wheeled and cantered toward the passenger car's entrance, leaping aboard as the engine hissed and started to chug forward.

Soarin stood on the platform and watched the train pick up speed, carrying his beloved back to the home he yearned for. But the time for yearning was past. Now was the time to strive.

With a resolute nod toward the sky he turned and prepared to take wing, stopping before the downbeat when he noticed a pair of figures wearing heavy cloaks underneath dark, broad brimmed hats step up onto the platform and hurry into the shade, huddling against the ticket office beneath the tiny building's eaves. He couldn't help but notice the dark cloth of their capes shifting over pairs of bat like wings.

Folding his own wings and cocking his head in curiousity, the sky blue stallion crossed over to the furtive creatures, his gaze meeting two pairs of squinting, slitted yellow eyes as he approached.

The larger of the two, who indeed was larger than most ponies and equal in size to some of the smaller buffalo he'd seen in town waved a greenish grey hoof. "Father! Look. It is our pegasus friend, Father!"

Soarin returned their wave nonchalantly as he stepped up. "Hey, Junior. Mister Fleiderhaus."

The slender negasus cleared his throat pointedly and pursed his lips. "Fleidermaus, Lieutenant Soarin."

The feathery winged stallion blushed. "Oh, sorry."

He cleared his throat and changed the subject. "So, uh... You guys are dropping out of the race, huh?"

The darkly swaddled pony of the night nodded sadly and let out a sigh. "Yes. Sadly, our light proof suits vere burned up in the jailhouse's evidence room vith everythink else. Ve vouldn't be able to stand the burning sun of the desert crossing vithout them, and so ve are forced to concede and go home."

Soarin cocked an eyebrow. "Didn't you pack spares?"

Fleidermaus shook his head. "Alas, they vere made of grey recluse cave spider silk, of vhich there vas only so much to be had. No other fabric blocks sunlight as effectively, and yet is light and flexible enough to allow us to fly unhindered."

He cast a wry smile at his son. "And it took a fair bit of the cloth that ve had to make a suit that vould cover Junior properly."

The sky blue pegasus nodded with understanding. "Well, I'm really sorry to hear it. You guys had a really good run."

Junior pawed at the planks beneath their hooves, looking downcast. "Not good enough, Pegasus! Now father must come up with another vay for me to impress Princess Luna! So that she vill have me as vun of her knights!"

Soarin drew himself up. "Seriously? That's why you guys entered the Pegathalon?"

Fleidermaus gave another nod. "Yes. Ve hoped that Junior vould draw her serene higness' attention vith this trial."

Another wan smile in his hulking offspring's direction. "What he lacks in style or subtlety, he makes up for in tenacity, endurance, and enthusiasm."

The former Wonderbolt gave them both a grin. "Well hailstones, you should have said something sooner. You know that Princess Luna is Harmony Aeronautcs' patroness."

The slender negasus nodded. "Yes, ve vere avare. Her favor vas vhy I vas villing to let you lead my colt into that terrible fire."

His son clenched his eyes shut and gave a shake of his head. "Fire bad!"

Soarin's grin widened as he leaned in conspiratorially. "Well listen, I got a couple things to say to that. One, word from my boss is that your boy here is already on the short list of Night Guard candidates, and two, me and my employers would be more than happy to let her highness know how brave, strong, and helpful Junior was last night. I bet bits to breezes that she'd be impressed."

Fleidermaus the elder drew himself up, a look of hopeful incredulity spreading across his pale face. "You... you vould do this for us?"

The sky blue stallion shrugged. "Sure! Heck, everypony who was in that jail owes you their lives, both for kicking down a steel door like it was made of cardboard and for leading us all out of the smoke. It's the least I can do for ya!"

Without another sound save for a tiny sob, the younger negasus reared up and wrapped his stalactite thick forelegs around him in a hug that crushed all the air out of his lungs. Soarin's eyes bugged out as he rasped out a response. "O-okay, you're... welcome. You... you can let go now."

Fleidermaus beamed with paternal pride and gratitude. "You honor us, Lieutenant. This means very much to my son and I."

He smiled and winked at the sky blue pegasus, who was becoming a bit bluer in his son's embrace. "Just as long as you remember to get his name right."

He smiled wider as Soarin replied with a rattling wheeze. "Will... do... Need to... breathe... soon..."

The bat winged pony reached out a hoof and tapped his son on the shoulder, the barest nod of his head prompting the hulking brute of a negasus to release the smaller pegasus. A sheepish grin flickered across Junior's face as Soarin weaved slightly on his hooves and tentatively rustled his wings to make sure his spine hadn't fused.

His father extended a hoof. "Ve vish you the best of luck on the remainder of your journey, Lieutenant."

Soarin took it and shook it with a warm smile on his face. "Thanks."

***

The Wonderbolts team had returned to their support wagon after retrieving Shootin' Star from Doc Sawbones' office, where two of their faithful roadies, Key Grip and Gaffer Tape, awaited them with fresh flight suits and slightly stale donuts served with fortified apple smoothies to wash them down.

The young stallion's demeanor had been uncharacteristically quiet and reserved since he'd regained consciousness yesterday afternoon. He accepted the uniform with a reluctant nod and minimal eye contact, and refused any food, claiming his jaw was still too sore to eat. He took himself some distance away, laid the folded blue and yellow garments on a flat rock, and stared out over the rustling orchards, before starting in on his warmup exercises.

Spitfire ruffled her wings as she watched him sluggishly stretch his limbs, a satisfied smirk on her face as she leaned in to murmur to Dash after taking a long, slurping pull from her drink. "Aw. Lookit' the poor baby. Seems like he's lost his appetite. I guess he couldn't handle all the humble pie Soarin served him for dinner last night."

The rainbow maned mare cocked an eyebrow at her blaze yellow comrade, her lips compressing to a thin line as she silently regarded her. The grin fled from Spitfire's face as Dash finally spoke. "Looks like a squaddie down to me, Cap. You gonna drop hooves for a pickup or just fill in the crater?"

The Wonderbolt's captain reared back indignantly, sputtering her response. "Wh... what the hay do you mean? You can't tell me you feel sorry for that loud mouthed..."

Dash interrupted her. "Teammate?"

She shook her head and cast a glance toward him before meeting Spitfire's outraged gaze. "Look... I'm not saying he hasn't been begging for the beatdown that Soarin' dropped on him for a loong time, and I'm not saying he isn't one of the bigger jerks I've met in my day, and that's even counting myself, but he wears the blue and lightning like us."

Her expression became earnest as she cast a pleading look at her compatriot. "He earned that spot on the team. I think we owe it to him, and to what the Wonderbolts stand for, to get him back up and flying right instead of just pointing and laughing while he augurs himself into the dirt."

The lean yellow mare stared back at Dash, her face a battleground of emotions as her mind thrashed and bucked against acquiescing to her star flyer's point. She let out an exasperated sigh as she tossed aside her smoothie with a petulant flick of her tail. "Fine. Let's go see if we can straighten him out."

Both mares paused as a stallion cleared his throat behind them, and they turned to see a haggard looking Braeburn standing there regarding them with his hat in hoof, turned out in a fine jacket and brocaded vest that bore the rumples of having been hastily and carelessly donned.

He cleared his throat again, plainly working up the courage before he spoke. "Um... I'm powerful sorry t' be interruptin' y'all, but I was wonderin', Miz Dash, if'n I could get a moment of yer time for a li'l conversation."

The pegasi stunt flyers traded a glance, a slight smirk playing across Spitfire's features before she let out a sigh and waved a wing in exasperation. "Okay, I'll go see if I can straighten Shootin' Star out."

She looked back and shook a hoof at the chromatic pegasus as she walked reluctantly over to where the pegasus stallion was doing wing pushups in the dust. "But don't ever say I don't pull my weight as Captain of this outfit."

Dash rolled her eyes and nodded, then turned her attention to the fidgeting earth pony, a blush beginning to form on her cyan cheeks as she rapidly added up what he could possibly want to talk about. "Um... Hey there, Braeburn. What's up?"

He cleared his throat a third time, his normally discursive manner considerably subdued. He looked like he was ready to swallow his slightly frazzled mustache. "Er... I just... Aw shucks. I just wanted t' apologize fer whatever I mighta said while I was... overcome by last night's goin's on. Nurse Splint declined t' go into detail, but I reckon it was a mite embarrassin' fer th' both of us."

The rainbow maned mare pawed at the ground and ruffled her wings, a shy smile forming on her face. "Well... after the initial shock wore off, I guess it was kinda... flattering. I guess."

She gave a shrug. "Anyway, you don't have to apologize. We were all having a pretty rough night, I don't blame you at all for... losing it a little."

Braeburn shifted his footing a bit, as if fighting the urge to wheel and run off. "Well... uh... well what if'n I told ya that I meant whatever I said. I... well... I know ya probably hear stuff like this from yer adorin' fans n' whatnot all th' time, but I think yer a right special kinda mare."

He drew himself up, gaining momentum. "Fact is, y'been more n' more in my thoughts ever since y'all came out t' do that show fer Appleloosa's ten year anniversary jamboree. Ya plumb lit up any room y'were in when ya weren't out lightin' up th' sky."

The golden maned stallion brought his hat up to his chest, hoping it would muffle his heartbeat so he could hear what he was going to say next. "So... uh... would a mare like you ever... ahem... d'ya think it could work out for a fella like me if'n I set t' courtin' ya?"

Rainbow Dash let out a small sigh, regretting what she was about to say before she even said it. "Right now... I'm afraid I'd have to say..."

She shook her head sadly. "No."

Her wings drooped slightly at the disappointment that welled in Braeburn's eyes, and she reached out a hoof and laid it gently on his shoulder. "Listen, it's just that I'm very much a mare in motion at this point in my life. I can't be tied down to one place, I've got a lotta sky to pass under my wings before I settle down."

She gestured with a wing toward the apple orchards in the distance, her primaries pointing toward a majestic patriarch of a tree dominating the highest hill overlooking town. "Let me tell ya, I've been to a lot of places where ponies are quick to lay out the welcome mat, but nopony slams it down quite as hard, or with even half as much pride as you do for anypony who comes to Appleloosa. You love this place, Braeburn. Pulling you away from it would be like uprooting Bloomberg there and putting him back on the train."

Dash lowered her wing as the hoof she rested on his shoulder rose to stroke his cheek. "Forcing you to choose between me and this town would be just as bad as forcing me to choose between you and the road."

Appleloosa's mayor drew in a breath and puffed it out in a long sigh, setting his hat back on his head as he brought his moisened eyes up to meet the cyan mare's gaze. "Well shoot. I thank ya most kindly fer bein' straight with me, Miz Dash. In fact, I reckon yer doin' me a favor, since I won't be up nights anymore wondering what y'would say if'n I just worked up th' courage t' ask. Takes th' ol' bushel off my back, so t' speak."

He reached out a hoof with a fragile smile. "I hope we can at least keep on bein' friends n' all."

Dash shook her head and let out a chuckle. "Y'know, I don't often get to tell somepony else to slow down, Braeburn. And you can just call me Rainbow anyway."

She took his hoof in hers. "We pegasus ponies have a little saying: 'Whatever takes off has gotta land sometime.' I can't say when or where that might be for me, but who knows? Maybe someday I'll want to find a place where I can put my hooves down for good, and maybe the place I pick is gonna win out over all the others 'cos somepony who really loves it will persuade me it's the best place to be."

Braeburn's smile grew stronger as he shook Dash's hoof. "Well, Rainbow, I don't reckon there'll be much of a contest. If'n ya do decide t' settle in Appleloosa, it'll be th' best place in Equestria as a matter o' course 'cos then you'll be livin' here."

Her own smile widened as she pulled him closer. "Well one thing this town's got going for it is the mayor certainly knows how to turn on the charm."

She let out a chuckle as she craned her neck and gave him a kiss that sent a candy colored lightning charge through his lips. It barreled through his brain like a runaway stagecoach and careened down his spine where it came to a splintering crash at the root of his tail, causing him to snap a kick into the air with his hind legs that would have bucked fruit, leaves, and branches off of a stout apple tree.

He weaved on his hooves as she stepped back, his eyes spiraling in their sockets with a dopey smile on his face. A moment later he shook it off, and leapt up with a loud whoop, clicking the his front and back hooves as he hovered in midair before drifting back down again.

Dash blushed a bit hotter as she let out a chuckle. "Well, I've got a race to win and all, so I guess I'll be seein' ya around, Braeburn."

The earth pony stallion reached up and doffed his hat, releasing a cloud of steam and little floating hearts from underneath as he gave her a deep bow. "Y'all come back soon, Rainbow. Y'hear? I'll be waitin' t' show ya th' best this ol' town has t' offer."

She gave him a wave of her wing and a wink as she trotted toward her team mates.

***

While Dash was having her heart to heart with Braeburn, Spitfire was marching toward Shootin' Star with a barely repressed scowl on her face. Over the past few days her mild disdain for the cocky young stallion had grown to out and out dislike, but there were several things she disliked even more, and chief among them was being in the wrong and knowing it.

The litany of his arrogance, his boorishness, and his callousness kept scattering like birds against the icy blast of knowledge that as his commanding officer, it wasn't just her duty to punish him for his infractions, but to steer him toward better behavior. She'd failed in that duty, and so she strode forth to see if she could make amends, silently cursing her rainbow maned headliner for complicating what should have been a simple case of self righteous schadenfreude.

She came up beside him, a snappy remark fading away to nothing on her lips as she saw tears running down his dusky purple cheeks. She kept her voice level as she spoke to him. "Okay, rook. What's on your mind?"

Shootin' Star stopped his stretching and hung his head, dragging a foreleg across his snout as he tried and failed to suppress a sniffle. "N-nuthin'."

She pawed at the ground, pursing her lips with mild annoyance at his evasion. "There's gotta be somethin' up there, there seems to be a lot of it leakin' outta your eyes."

He averted his gaze with a huff. "I don't wanna talk about it."

Spitfire flicked an ear. "Neither do I, but here we are, so spill it. Permission to speak freely granted. I can't fix things if I don't know about 'em."

Shootin' Star turned to face her, his voice somewhere between a sob and a sneer. "Huh. I thought y'all only cared about fixin' Soarin's problems."

Her wings flared as she bristled at him, then refolded as she fought back her fiery temper and maintained her even tone of voice. "Ya wanna explain that, rook?"

The young stallion looked away and bunched up his withers, a tight lipped frown on his face. "I used t' get so riled at him. Every time he'd blow a routine, or show up late fer practice if'n he showed up at all, or all th' times he'd make a slob outta himself in public. He was a danged disgrace t' th' uniform that I busted my hump t' get th' right t' wear."

He drew himself up, coals of anger burning deep in his glistening eyes. "But what was worse was y'all circlin' 'round him like a bunch o' mother hens, coverin' for him every time he screwed up, tellin' me t' shut up anytime I had somethin' t' say about it. Well I figgered out right quick y'all had yer favorites and there weren't no way fer me t' get inside that circle, in spite o' all th' blood, sweat, n' tears I shed t' get into what I thought was th' top tier."

His voice broke over a welling of emotion as he averted his gaze again. "I know y'all're happy he whupped th' snot outta me."

The young pegasus' brow furrowed as he fought down a sob. "Well... well I'm happy 'bout it too, 'cos now I don't gotta wonder how I ever coulda looked up t' that stallion when I was just a li'l tad.

He cast a miserable look towards the town. "And all it took t' set me straight was havin' my sorry rump hung from a chandelier in front o' everypony in my hometown, t'show me who th' bigger colt was, and how I never had a chance in th' first place t' live up t' th' dream."

More tears streamed from the corners of his eyes as he waved a shaking hoof toward the folded uniform sitting on the rock. "I don't reckon I'll be puttin' that suit on again. Y'all can keep it fer somepony worth it."

Spitfire hung her head and let out a sigh. "Oh rook... Shootin' Star... I'm... I'm sorry. I really blew it."

She picked up the suit from the rock and clutched it to her chest, then raised her eyes to his and held it out to him. "Resignation denied. We both have too much to learn about being on a team for either of us to toss the towel right now."

He looked down at the yellow and blue bundle, then up into the blaze yellow mare's own moistened eyes. "But... but..."

She shoved it at him, forcing him to take it in a foreleg. "But nothin'. I already suffered through havin' to bounce one good stallion off the team because I was too wrapped up in the past to see what was goin' wrong in the here and now, and I'll be stuffed face first in a smokestack if I let another one go down without a fight. You got that?"

Shootin' Star attempted an awkward salute as he struggled to keep the suit in the crook of his foreleg. "Y... yes, ma'am."

They both looked over as Dash came walking up to them, a wistful expression on her face. She met their gazes with a smile. "How's it goin' over here, guys? Is everypony leveled out?"

Spitfire shared a glance with the young stallion, and gave her a shrug. "I think we're outta the stall, at least. There are still a lot of course corrections to make."

Shootin' Star gave her a tentative nod. "Yeah, I reckon so."

A grin spread across the rainbow maned mare's face. "Well then what are we waiting for? Lets suit up and grab some sky."

***

A grey pegasus clad in a magenta pink flight suit stomped a hoof impatiently as he scowled at his employer past dangling gold tassels. "Lady Quillina! We need to get going! We're burning daylight!"

The elegant dragoness waved a dainty claw at him. "Oh, just wait a little ol' minute, Mister Vent. I'll be along shortly."

She turned with a petulant sigh, bowing her tapering neck apologetically to the young dragon who lounged in the shade of a pink pavilion decorated with Quillina's clan rune worked into the brocade, sharing a fresh bushel of Appleloosa's finest apples. "I'm sorry we have to cut our little chat short, Spike. I do so enjoy the company of a gentledragon of your wit and refinement."

Before the adolescent drake could reply, his cheeks and eyes bulged, and a thunderous belch shook the tassels of the pavilion as a gout of green flame poured out of his mouth over their brunch.

Quillina reared back, decorously clearing her throat as Spike tried to stammer an apology. The green flames attenuated and spiraled in on themselves, then popped forth a cylinder of parchment bound in red ribbon with a gold seal. This hovered in the air and dropped lightly onto the few apples remaining in the bushel.

Spike's slitted green eyes went wide as he plucked up the missive. "Oh wow! A letter from the Princess!"

The dragoness' eyes lit up with excitement. "Really! Oh Spike, that's evah so excitin'!" She wrinkled her graceful snout slightly as the smoke dissipated in the peak of the tent. "A little gross, but excitin' nevah the less."

He unrolled the message and glanced it over, his aural spines flexing. "Holy guacamole!"

He rolled it back up and met his hostess' quizzical expression. "I'm sorry, Quilly, but I have to go and deliver this to Twilight."

The dragoness glanced up toward the small group of pink clad pegasi milling outside casting her irritated looks. She reached across and laid her hand on his, causing a tingle to run along the spines on his back. "Well, it seems duty calls for the both of us."

Before he could reply, she darted her slender neck and gave him a peck on the cheek. "I hope to see y'all in Los Pegasus. Until then, send along my best wishes to your friends."

It took Spike a moment before he could process new information, as he involuntarily reached up to touch a claw tip to the spot her lips touched. He rose shakily to his feet and gave her a bow. "Farewell, milady. Until we meet again!"

She waved after him as he hurriedly stumbled out of the pavilion and took wing.

***

A bustle of activity surrounded the Friend Ship as the Harmony Aeronautics team set about preparing for takeoff. Soarin had stopped in town to acquire a sturdy, buff denim jacket to replace his flight jacket, and now went through his overdue stretch routine, Apple Bloom helped Pip settle the moon crescent festooned wings evenly on his back, adjusting the joints with her socket wrench and making sure the straps were comfortable for the long and perilous journey ahead. Meanwhile, Twilight ran a final diagnostic scrying on the Luna Moth, her shimmering purple magic forming grid like patterns over the canvas as it searched for tears or breaks waiting to happen.

Twilight turned with an annoyed look on her face as Spike came in for a heavy landing next to her, jarring her concentration and causing the glimmering lines radiating from the tip of her horn to sublime into the dry, dusty air. A tsk and a testy reproach faded on her lips as she saw the adolescent dragon held a scroll in his clawed hands, a gold sunburst glinting from the ribbon that held it closed.

Apple Bloom craned her neck in curiousity, her wrench held loosely in her teeth. "Izzat a wretter from the Prinfeff?"

The lavender scholar sparked her horn to life again and whisked it out of the young dragon's claws, unfurling it and drawing it close as her violet eyes scanned the flowing script she knew so well.

She cleared her throat and read aloud. "My faithful friends at Harmony Aeronautics. I write to inform you that your rivals, the so called Professor Destiny and Doctor Insanity, have been disqualified from the competition for cheating, assault, hazardous material violations, and general mayhem. I am hereby withdrawing my patronage of their team, pursuant to their arrest.

Therefore, it is with great pleasure that I and my sister and co-regent, her highness Princess Luna, offer the Royal Charter to your company for the development and manufacture of your wonderful invention.

It is yours as soon as you return to Canterlot. We're so proud of you all.

Yours in perpetuity. Princess Celestia of Equestria's Day"

Twilight lowered the parchment with a blank look on her face, flicking an ear absently as Apple Bloom let out a whoop and leapt up to throw her forelegs around Pip's neck and give him a squeeze. "WhooeeEEE! We got th' charter!"

The spotted young stallion laughed merrily. "Jolly good show! Oh, that's just SUPER!"

Soarin stepped forward, a pensive look on his face as he met Twilight's gaze. "Doctor Sparkle?"

She rolled up the parchment with her hooves as she responded with a tentative smile. "Oh... oh, yes. I suppose I should be really happy about this..."

The sky blue pegasus ruffled his wings and nodded in understanding. "Uh huh. But it's... kinda... kinda, anti-climactic, isn't it?"

Apple Bloom let loose of Pip and shared a glance with him, both young ponies' grins fading to thoughtfulness. The red headed mare picked her wrench up off the ground and tucked it into her tool belt. "Yeah. Does seem kinda sudden, don't it? Th' whole thing just droppin' into th' basket fer us, and us only half way through the race."

Pip furrowed his brow, scuffing at the ground with a hoof. "Indeed. Doesn't seem like a proper win at all."

He looked toward the shimmering blue sky overhead, putting a foreleg around his young marefriend's shoulders. "Seems to me like we ought to press on and finish this business fair and square. Win the challenge to the letter of the wager, so to speak. That'd be my vote."

He cast a glance back at his cutie mark, and gave Apple Bloom a wink. "I fancy you've noticed that there's no flag half way up the mountain on my flank."

He gave them all a grin, a spark glinting merrily on his teeth.

Soarin smiled back. "Yeah, and I still have that stupid duel with Baron Redtail. If I'm gonna go as far as Vanhoofer, I think I can go the rest of the way."

The sky blue pegasus chuckled as he met Apple Bloom's gaze. "And your sister would probably have something to say about takin' the easy way out." The young mare rolled her eyes and nodded in agreement.

Pip chimed in, patting the pocket of his lapel where he kept the feather that Soarin had given him. "You'll be needing somepony to stand as a second for that, old bean. I'd be glad to serve in that capacity."

Apple Bloom jerked her head toward the folded purple wings on the young stallion's back. "Well, if'n yer gonna keep riskin' your neck, I figure I oughta tag along t' keep fixin' this wreck."

Twilight let out a chuckle. "I don't know who'd be prouder to hear you say that, Apple Bloom, me or Zecora."

She drew herself up, hiking her tail. "I think we're mostly in agreement, and since Rarity's going to be riding the rest of the way on the Ambrosia, I think we can call it unanimous for our purposes."

The lavender unicorn turned to her draconic number one assistant. "Spike, kindly take a letter."

When the young dragon had produced quill and parchment, she continued. "Dear Princess Celestia and Princess Luna. We are grateful for the offer of the Royal Charter and will be in Canterlot to accept it in a few days. We apologize for keeping you waiting, but we're going to be taking a rather circuitous route to get there.

We'll see you at the finish line. Sincerely yours, Harmony Aeronautics."

She reared up, kicking her forelegs toward the western horizon. "Lets go, team! San Palomino awaits!"

Part 40 - Absences

Twilight and Rarity stood side by side at the rail of the Friend Ship's forward platform, basking in the golden sunlight of Equestria's west coast and enjoying the heady feeling of adventure that could only be gotten from soaring over the treetops in a hot air balloon. Far below, the lush expanse of Whitetail Wood drifted past in the gentle glow of late summer, the countless leaves of the maple trees rustling in the warm breeze from the distant coast.

Rarity closed her eyes and took in a deep breath, allowing herself to luxuriate in the feeling of the wind in her mane in spite of a nagging certainty that when they finally put down in Vanhoover her coiffure would look like Twilight's first attempts at building birds' nests for Winter Wrap Up. After a night that started in steerage and ended in a jail cell, the caress of fresh air and freedom overshadowed her innate desire to have every hair in place.

Twilight nudged her and pointed toward the north. "Look, there's the Smoky Mountain!"

She let out a sigh and crossed her fore hooves on the railing as she rested her chin on top of them. "That takes me back. Remember that dragon that we had to shoo away because of his snoring?"

Rarity let out a chuckle. "How could I forget, darling? That diamond he had in his collection was absolutely stunning."

A wry smile spread across her wind kissed alabaster face as she gazed at the towering black mountain. "Although I can't help thinking that another dragon is on your mind right now, n'est ce pas?"

Twilight gave a wistful nod. "Yeah. I can't help it. I hope he's doing all right."

She looked across the gently waving greenery of the woodlands toward the row of unchanging peaks, made insubstantial by the blue haze of distance. "He's grown so much in the past few years. Part of me really misses that sweet, innocent little hatchling that the Princess and I took care of."

Rarity laid a comforting hoof on her dear friend's shoulder. "That's why we ponies treasure friends and family, and not gemstones or gold. It's the constant change that makes them precious. Every moment a facet that shines brighter than the last."

Twilight gave her partner a fond smile, that faded from her face as her eyes fixed on something passing the Friend Ship on the starboard side. With a cocked eyebrow, Rarity turned to look, letting out a gasp as she spotted the billowing black contrail cutting across the clear blue sky.

She raised her hoof to her mouth in shock. "Is... is that..."

Twilight leapt for the telescope mounted on the rail and brought it to bear, her jaw dropping in disbelief as she focused the powerful lenses on the source of the smoke trail. "It is! I thought Sir Concord said the guards had captured them! How could they have escaped from a whole battalion of Air Cavalry!?"

Her alabaster companion wheeled and levitated a pair of opera glasses to her eyes. "Good gracious, will you just look at that... that thing they're flying."

The lavender scholar's ears laid back as she stared incredulously through the eyepiece. "I'm looking, Rarity."

She gritted her teeth as she stared at the hurtling aircraft. "I can't believe they got that preposterous contraption to work. Just look at it. Look at it!"

Rarity squinted through her opera glasses as she replied. "I'm looking, darling."

Apple Bloom craned her neck out the hatchway from the balloon's cabin. "What's goin' on?"

Twilight stepped back from the telescope, waving Harmony Aeronautics' chief engineer forward. "You have got to see this, Apple Bloom. Just look!"

The young handymare stepped up to the eyepiece and peered through it, letting out a low whistle as she did. "Gotta hoof it t' them Flim Flam boys, y'gotta have some kinda grit t' jerry rig a mess like that n' then strap it t' their backs and fly it."

Twilight pawed at the rattan lattice of the Friend Ship's forward platform. "That thing's a flying bomb just waiting to go off!"

She started to lightly jog in place as she scanned the horizon. "Ooh. I wish Spike was here so I could send word to the authorities."

Apple Bloom pursed her lips as she angled the telescope to the south east. "I think the boys in bronze are in th' loop, boss."

The other mares pricked up their ears as the distant echo of hunting horns and shouted battle cries rolled across the broad expanse of sky. A few moments later, a hurtling column of beating white wings and gleaming armor came into view, filling the sky with determined pegasi hot on the trail of the fugitive unicorn brothers.

The three mares watched in amazement as the sputtering jet of black smoke made for the northern horizon with the vast, airborne cavalcade in hot pursuit.

***

Prince Blueblood made his stately way to the ornate elevators that led to the royal suite, surrounded by solicitous members of the upper tiers of Canterlot high society. He wore a band of black satin around his left foreleg and an elaborate bow of black ribbon pinned to the lapel of a somber suit collar. Every few steps he would give a mournful sigh and pose for his companions as they nattered their condolences and praised him for bearing up so stoically against the tragedy that had befallen his household.

As he paused at the gilded elevator doors, he gave a toss of his mane. "Yes, yes. It is indeed a tragedy. A terrible, terrible tragedy. But we vow, on our royal honor, that we shall do our utmost to see that our poor, lost darling is found and returned safely home."

The assembly of upper crust ponies nodded sagely and lightly tapped their hooves on the floor to muted cries of "Hear hear." and "Quite so."

Blueblood drew himself up further. "And failing that, we shall make sure that Princess Tiara will always be remembered as the warm, caring, benevolent mare she was."

At this the small crowd exchanged uncomfortable glances, murmuring uncertainly among themselves and shrugging noncommittally before giving him a smattering of polite applause. The unicorn prince bowed his head as the elevators opened with a soft "ding" behind him. "And now, if you kind friends will excuse us, we must retire to our suite, our empty, lonesome suite, and brood upon our bereavement."

A pretty young countess stepped forward with a perfumed handkerchief clutched in her hoof. "Are... are you certain, your highness? Perhaps it would be better not to be alone in such a trying time." A few of the other mares in the group exchanged knowing glances and glared daggers at her for her audacity.

Blueblood's lips compressed slightly at the corners as he suppressed a smirk, before he gave her a gracious bob of his horn. "Perhaps later, Lady Climbing Vine. For now, we wish to be alone with our thoughts. We bid you all, adieu!"

With that he wheeled and stepped into the elevator, turning to face them with a final magnanimous nod before the doors slid shut.

The pale unicorn prince stood in stately silence, feeling the slight pull of gravity as the elevator car rushed silently upward toward his destination. Slowly, the corners of his mouth curled up into a smug grin, that soon spread into a broad, triumphant smile. He began to tap his hoof on the floor, and then he began to whistle to himself.

By the time the doors slid open to the soft "ding" of the chime in the royal apartments, he was strutting out the door in a jaunty high stepping rhythm and singing to himself. "At the Gala! By our lonesome! We'll be going stag this year! Oh there'll be no nags to drag us down at the Galaaa!"

He stopped dead in his tracks, his slightly bloodshot eyes going wide as a throat was pointedly cleared in the lounge, followed by a dryly deadpan masculine voice. "Ah, it's good to see that your highness is taking this whole dreadful business so well."

Blueblood's ears laid back as he wilted a bit. "Er... F-fancy Pants. What... what b-brings you to our private chambers so... so... unexpectedly?"

The distinguished older stallion got to his hooves from the couch and gave the Prince a formal bow. "Merely looking in on your highness as an old and faithful friend of the royal family..."

He arched an eyebrow as he brought his head back up and met Blueblood's bleary eyed gaze. "... as well as a representative of several prominent minority stockholders in the Royal Blue airship line. I do hope I'm not intruding."

The younger stallion pawed at the ground. "Um... well to be honest..."

Fancy Pants cut him off with a short bark of laughter. "That's the spirit, your highness. Honesty is the best policy."

With a flick of his horn, he levitated two snifters from behind the wet bar, uncorked a bottle of brandy, and poured a measure into both glasses as he raised a hoof to beckon the dissolute unicorn stallion over to a chair. "Of course, in light of this recent, deplorable turn of events befalling our dear, erstwhile princess, I'd rather expected you wouldn't be in much of a state to talk business."

He gave a faint smile as he floated the snifter like a golden balloon toward the Prince. "But, since I find your highness facing his loss with such... ahem... aplomb, perhaps it would do both of us, and the company of course, some good to discuss things in a deliberate and sober fashion."

Blueblood tugged nervously at his collar. "Er... Y-yes... One supposes that that would be a salutary course of action, s-sir."

A tight smile spread across Fancy Pants' lips as he fixed the younger stallion with a searching gaze. "I'm gratified that you would take the time to indulge me, your highness. There is much that has gone on over the past few days that is highly... irregular. I would very much like to increase the clarity of my understanding on these matters, both for my benefit, the royal family's, and the board of Royal Blue as well."

The chair edged forward in a shimmering cloud of icy blue magic, as the distinguished unicorn's smile faded. "Now, perhaps we can start by discussing how it escaped your highness' notice for so long that his wife and chief executrix of the family firm had been replaced by this ghastly impostor. I should very much like to know what you knew and when you knew it, my Prince."

Blueblood nervously averted his gaze, let out a sigh, took a deep swallow of brandy, and slouched unsteadily toward the waiting chair with his ears and tail drooping.

***

The morning mist rose softly from the Saddle River at the southern outskirts of Ponyville, drifting between the cattails to the gentle dawn serenade of the countless, namesake denizens of Froggy Bottom Bog.

A modest little cottage stood on the riverbank, its adjoining dock stretching into the placid water beneath a striped awning hung with currently empty firefly lanterns. The house itself was a study in contrasts, sturdily built, utilitarian, and rustic, but showing signs of a mare's touch in the fine lace curtains and carefully cultivated flower boxes in the windows.

A trail of wide, muddy hoof prints led in a winding path from around the back and across the structure's large porch, stopping at a well used welcome mat at the door, where a quartet of hip waders had been carefully removed and set aside next to a dainty set of blue galoshes. These had their own trail of smaller hoof prints out to a newspaper box that hung beneath a tin mailbox stamped with "The Silvers" in ornate letters, over pictographs of a snail and a spoon.

The little house shook with the thud of something large and solid against the frame, followed by a deep, plaintive voice. "Honey! I need the pepper shaker again, eh? Where is it?"

A few more thuds, and a looming unicorn stallion hove into view in the archway between the living room and dining room. He was a strapping young pony in his prime, long of limb and muscular, with a nut brown coat and a blue green mane slicked back with pond water. He wore a damp khaki shirt with the emblem of the Equestrian Fish and Wildlife Service emblazoned on the shoulders, with a similar crest on a floppy fisherpony's hat. A large, gnarled, primevally angry alligator snapping turtle hung tenaciously from his horn, completely obscuring his face behind its spiky, mud colored shell.

He called out again, trying and failing to peer around the furious reptile that was blocking his vision. "Spooney? Is the pepper shaker in here? I uh... I got a little careless feeding Mister Nips again. I know I'm not normally allowed to bring him or any other critters into the house but this is kind of an emergency, eh?"

His young wife's low, listless voice sighed in response. "It's on the table, dear."

The brawny unicorn gave a nod and his horn sparkled with dull, yellowish magic, causing the turtle to bite down a bit tighter and wave its clawed, paddle like feet defiantly in the air. A pewter pepper shaker rose from the damask tablecloth and hovered over both turtle and pony's head.

The nut brown stallion laid his ears back and spoke in a stern voice to his intransigent passenger. "I don't like this any more than you do, buddy. This is gonna keep happening 'til one of us learns his lesson, eh?"

With that, he shook a generous portion of pepper out of the shaker, filling the air around his and the turtle's head with a small, billowing imitation of a storm cloud. He reared back with a deep breath and a shudder, as the powdered spice irritated the tender depths of his sinuses. Mister Nips' glassy stare of reptilian rage became even more fixed as it thrashed its legs and tail more violently.

After a pregnant pause, both unicorn and turtle exploded with a mighty sneeze, sending the angry reptile spinning through the air like a disgruntled frisbee, straight across the room toward a cabinet full of fine china and glassware.

A split second before impact the inevitable disaster was averted as Mister Nips stopped short, suspended in midair in a cloud of dull golden sparkles. He paddled his feet and let out a throaty hiss as the unicorn strode up to him with a glint of triumph in his eye and a grin on his freckled face.

The stallion reached up a foreleg and drew it across his copiously running nose with a sniffle. "Okay, that was pretty awesome, but I think you've gotten both of us in enough trouble for one day, eh? Into the mud room tank with ya, for now."

He trotted through the kitchen door with the angry snapping turtle hovering over his head like a halo, desperately trying to snap at his long ears or get another grip on his horn. After a muffled splash could be heard a couple rooms away, the unicorn came back alone.

The smug look of triumph on his plain features faded as he got a look at his wife. "Uh... Honey, are you okay? Did... did I do somethin' that I don't know about yet?"

The soft grey earth pony mare sat slouched at the dining room table in a frilly bathrobe, her long mane unbound and hanging in a loose curtain of spun silver over red edged, tearful eyes. Her glasses lay folded next to a cooling cup of coffee and the morning edition of the Canterlot Chronicle. She bit back a sob and dabbed at her cheeks with a napkin as she shook her head. "No..."

He pawed at the ground and gave a flick of his close cropped tail. "Um... Did I not do somethin' that I should have?"

The young mare let out another weary sigh. "No, Snails. It's not you..."

The muscular stallion's brow furrowed in sluggish thought. "Then what's..."

Silver Spoon cut him off with a tsk, slouching despondently in her seat. "Just get over here and hold me, you big lummox."

A look of certainty settled on the youthful stallion's features as he came around the table and reared up behind his wife's chair, gently wrapping her in his forelegs and nuzzling her neck. She let out a sigh as she turned her head and kissed him on the cheek.

After a sweet interval of silence, save for the chirping of the frogs and the low rustle of the river rolling past outside, Snails spoke softly in a deep, warm tone of voice. "Better?"

Silver Spoon nodded, wiping the tears away with her napkin. "Y-yeah. Always better."

He gave her a gentle squeeze. "Is there somethin' I can do to make it betterer?"

She shook her head, and nodded toward the paper spread out in front of them. "No. It's just... that..."

The freckled stallion cocked an eyebrow. "Uh.... Farm bill up for vote in Ministry of Agriculture?"

The young grey mare rolled her eyes and let out a weary huff. "No... The headline, dear..."

Snails craned his neck to read. "Rich Heiress Abducted by Changelings, Feared Lost Forever..." A series of expressions washed across his nut brown face as he slowly read the article, from shock and dismay to confusion before finally settling on a hardening of his eyes and a pursing of his lips.

He let out a soft snort and looked away from the photo of Diamond Tiara that grinned a smug grin and gazed with narrowed, gloating eyes from beneath the headline. "Serves her right..."

Silver Spoon stirred in his embrace, her glistening, tearful gaze pointed down at the dampened napkin in her hooves. "She used to be my best friend."

The line of Snails lips bent into a frown as bitterness welled in his eyes. "Best friends don't do what she did to you... What... what she did made you almost..."

His young wife shushed him, reaching up to caress his cheek. She gave a rueful nod as she smoothed back her silvery mane. "I know, sweetheart, I know. That's ancient history, though. In the end, after all these years, it's all just more sad than anything else."

She stroked his foreleg with one of her soft grey hooves, her brow furrowed pensively as she spoke. "She didn't have somepony to pull her out of the river like I did."

He hugged her tighter, a slight tremor in his voice. "It was her fault that you were in there, it's probably her own dumb fault for bein' in whatever mess she got herself into."

Silver Spoon nodded wistfully. "Probably, knowing her."

She gave him a fragile smile. "But in a way, it's thanks to her that you and me are together."

Snails let out a huff. "I'd sooner thank the catfish, eh? If I hadn't skipped prom to go noodling that night things woulda turned out a whole lot worse. And it would have all been on her stuck up, heartless head."

She rubbed her cheek against his. "Yeah, probably, but it turned out for the best. I wound up in your embrace and that's where I've been happy ever since."

The young mare laid a gentle hoof on the black and white photo of her estranged foalhood friend. "And no matter how heartless they are, a pony that doesn't know that sort of happiness is to be pitied."

Her husband gave her a peck on the cheek. "Well, since you bein' happy is what makes me happy, Spoons, I guess I'll pity her too, wherever she may be. I'll have probably forgotten all about her by the time I get done brushin' ol' Gummy's choppers."

At this Silver Spoon drew herself up. "Oh! That's right, it's Wednesday!"

She shrugged out of Snails' embrace with a final nuzzle and got to her hooves. "I gotta go in early to help Truffles get ready for the lunch crowd today. Twist's got an appointment with Doctor Muffin about getting so queasy every morning." She gave him a knowing wink.

Her face fell as she received a blank stare in return. "You think it was something she ate?"

The young grey mare rolled her eyes. "Snails... she's getting sick... in the morning... and seeing the town obstetrician. Hello?"

She lightly stomped a hoof and huffed in exasperation. "You're the mud bucking biology expert here, connect the dots for Celestia's sake!"

The nut brown unicorn blinked, a look of dawning realization blossoming on his face. "Oh! Ohhhhh. Right. Riiiight."

He met his wife's cross pout with a sheepish grin. "If you'd dropped hints about her digging a burrow to lay a clutch of eggs, I would have caught on right away. Mammalian reproduction isn't my strong suit, eh?"

A sly grin accompanied by a blush flickered across the young mare's face. "Well, I wouldn't say that. I think you know a thing or two."

He waggled his eyebrows with a chuckle and a grin of his own and leaned in to kiss her on the lips. "Well, I might be a little slow, but I'm not stupid..."

They parted with a smile, gazing deep into each other's eyes. Silver Spoon let out a contented sigh, her heart set at ease by the adoration she saw behind her dim reflection. "Life goes on, doesn't it?"

Snails nodded, his deep voice in tune with the hushed voice of the river outside. "Life goes on."

***

Soarin and Pip touched down on a pebbly expanse of beach, windblown and weary but smiling from a day's glorious flying over rolling green hills and wooded vales that had shifted from deciduous forests to hillsides covered in stately pine trees as they made their way north. Across the bay, the white pavilions and towers of Vanhoover could be seen in the blue green haze, the distant, snow capped peaks of the Unicorn Mountain Range seeming to hold up the vast, cloud streaked sky.

The youthful earth pony proceeded to shrug out of the Luna Moth, a gleaming smile on his face. "I say, old sock. That was a jolly good run, eh what? Absolutely spiffing."

The veteran flyer gave a nod as he stretched his wings. "Yeah, kid. Really makes me regret all those years riding trains and airships from show to show. When you're on tour, it's all about getting to the next destination, not enjoying the trip."

He cast a wistful look at the distant mountains. "I especially wish the trip could go on right now, since it may well wrap up at this particular destination for me."

Pip's face became serious as he cracked his neck and withers. "Worried about your upcoming contest with the Baron, mate?"

Soarin nodded. "Yeah, kinda. Redtail seems like a solid kinda guy, but he plays for keeps. His griffin code of honor won't allow him to do any less. I don't want either of us to get hurt, so I gotta really be on my game if we're both gonna come out of this with our feathers unruffled."

The spotted stallion shook his head with a gravely furrowed brow. "Bally bit of rum business, having to keep twice as many chaps unscathed as the competition. It's almost like fighting two to one, only the other way round."

The sky blue pegasus nodded ruefully. "Yeah, this is gonna be a tough stunt to pull off."

Pip gazed west toward the afternoon sun. "So where and when is this ruddy dogfight going to happen."

Soarin shrugged. "Dunno yet. I guess we'll meet and talk terms of the duel at the Pegathalon waypoint check in."

His youthful companion shouldered the folded flight harness onto his back. He nodded toward a cluster of tents that were abuzz with pegasi and other earthbound but no less enthusiastic ponies in the distance. "Well, if that's the case, lets get a move on. It's only a short jaunt up the beach, mate."

The veteran pegasus took a final long look around him, breathing in the brisk salt air, and fell into step behind Pip with a sigh.

***

Diamond Tiara lay curled on Cherry Jubilee's couch, half dozing, and half listening as her hostess busied herself around the house, quietly singing to herself as she worked. She was unused to somepony knowing she was around and being that happy with themselves, being more accustomed to a certain cowed, wary silence from anypony in earshot.

As she thought about it, she began to realize that that wasn't completely true, what she was unused to was somepony else being happy and not resenting it, not feeling somehow slighted that somepony was getting something that she wasn't. That didn't make a lot of sense, though. She'd always gotten everything she ever wanted from the cradle onward. What was missing?

For some reason, the fact that the mare who'd brought her back from the brink of death was happy somehow made her feel happy as well. She couldn't quite understand it, and her brow furrowed as she stared pensively at the filigree of golden dots that the late afternoon sun cast on the hardwood floor through Jubilee's lace curtains.

Her ears perked up, and she lurched to an upright position at the sound of hoof steps on the porch, one set slow and heavy and a couple more small and staccato in pace. She winced as the screen door slammed open with a crack, accompanied by the squeal of a pair of young fillies in sun bonnets, who capered and swirled around the hooves of a large, reddish orange earth pony stallion in a grey stetson and a dark vest bearing the star of an Equestrian Marshall. He wore a set of saddlebags marked with his cutie mark, a bronze lawpony's star.

Cherry Jubilee's remonstrating voice called out from the kitchen. "Cherry Cordial! Brass Button! Y'all keep it down, y'hear? Our guest is sleepin' in th' parlor."

As Diamond Tiara peered furtively over the arm of the couch, the red maned mare came out with pursed lips and a wryly cocked eyebrow. One of the fillies, plum colored with a mane of the same fiery red as Jubilee's mane with dark brown streaks instead of white pawed at the ground with a hangdog expression on her face. "Sorry, Ma."

Her friend, who was a tawny gold with a pale yellow mane, assumed a similar attitude. "Sorry, Missus Cherry."

Jubilee took them both into a hug, kissing them each on the forehead. "Aw, don't fret about it none, gals. Just try t' be considerate n' keep it to a low roar, okay?"

The fillies both grinned and said "Roar." in unison, pitching their youthful voices as deep as they could before subsiding into a fit of hushed giggling. The red headed mare laughed and shook her head as they squirmed out of her embrace and went tip-toeing rapidly up the stairs with more giggles and whispers.

Jubilee stepped up to the stallion and kissed him as he removed his hat and held it in the crook of his hoof. She smiled at him fondly as she greeted him. "Howdy, Red. Y'all have a good day?"

He gave a slow, affable smile and nodded. "Yep. Pretty quiet, all told. The regulars down at th' Cherry Branch all said they missed ya. Sarsaparilla said t' tell ya everythin' was well in hoof."

She gave a shrug. "Well, I had a pony here who was a lot thirstier than any o' them jokers."

He glanced toward the stairs. "Speakin' o' her, there was somethin' 'bout her in th' paper today."

The earth pony stallion gave a mild start as Diamond Tiara drew herself up so that he could see her over the couch cushion and called out to her host and hostess. "Um... H-hello?"

The marshall gave a polite bow as he and his wife made their way into the parlor to greet her. "Howdy, ma'am. I don't reckon we ever got properly introduced. I'm Jubilee's husband Marshall Cherry Red. I'm right glad t' see ya pulled through."

Diamond gazed back at the couple with unaccustomed shyness, feeling a twinge of self consciousness at her weakened state and disheveled appearance. "Th-thank you. For... for being glad I'm okay... and... and for being the ones who took me in and gave me water and food and cleaned me up and treated me so nice for no reason and made sure I was okay and... and well, thanks."

She tapped a hoof nervously on the couch cushions, anxiously clearing her throat. "Um... So... uh... So what did they say about me in the papers?"

Red gave her a searching look. "Not much more than me n' th' missus here already know, that y'were ponynapped by them changeling critters. They hauled off th' one that took yer place and tossed her in th' slammer. Folks are givin' ya up for lost, though yer husband says he's gonna devote every possible resource t' findin' ya."

A flash of her old venom flickered in Diamond's eyes. "Oh, I'll just bet he did."

At this Jubilee chimed in, laying a fore hoof on top of one of Diamond's outstretched hooves. "Darlin', we gotta get on th' horn right away and let 'em all know yer alive n' well! Yer loved ones must be just worried sick about ya."

The pink earth pony mare's ears laid back as her pupils shrank, and a wavering pool of tears began to well up in her eyes. "I... I d-don't... I don't have any. Nopony loves me. I'm a miserable blight on the lives of everypony around me." With a mournful wail she collapsed in tears, blubbering into Jubilee's shoulder as the older mare surged forward and took her into a hug.

The red headed matron rocked the sobbing castaway and rubbed her back as she cooed into her ear. "Aw... That's just horse hockey, darlin'. Ya gotta have somepony who loves ya, even if'n y'all don't know it. Nopony's got nopony."

Her husband cleared his throat uncomfortably and spun on a hoof to head for the kitchen. "Uh... I reckon I'll get y'all a washcloth. Back in a minute."

A clatter of little hooves on the stairs intercepted his progress as his daughter and her best friend came thundering down the stairs, their school bonnets replaced by cowpony hats. Cordial had done her mane in jutting pigtails, while Brass Button had braided hers.

The plum colored filly hopped on her hooves as she smiled at her father. "Brassy n' me are gonna go over t' Purple Sage's place t' see if'n we can help her n' Concho git their cutie marks."

She paused and cast a look of concern into the parlor. "What's goin' on in there, Pa?"

The stallion moved to interpose himself with a shake of his head. "Nothin' y'all need t' worry 'bout, sugarplum. Just run along n' play, now, n' make sure ya get back fer supper, y'hear?"

Cordial pulled her curious gaze away and reared up to give her father a hug and a kiss. "Okay, Pa. Love ya."

He hugged and kissed her in return with a gentle smile. "Love ya back, darlin'. Forever n' ever."

The little filly disengaged from the hug and trotted toward the door where Brass Button was waiting. She paused and shouted to her mother. "Love ya Ma! I'll be back fer supper!"

When she reached her friend's side, the two fillies faced off and began to clap alternating fore hooves together in rhythm as they chanted in unison. "One, Two, Horse Shoe, Friends Forever, YaHOO!"

As they finished they kicked up their heels and went galloping out the door, letting it slam behind them as the three adult ponies winced in unison at the sharp report.

Diamond Tiara stared over Jubilee's shoulder with a stunned expression on her face. After a long pause, a look of resolve made itself manifest on her sunken features. She pushed her hostess back to meet her gaze, speaking to her with a tremor in her voice. "You're right."

She made to climb to her hooves, helped by Jubilee as the older mare looked at her in confusion. A distant look settled in the young mare's eyes as she stood unsteadily and drew herself up with newfound purpose, as if she were about to take the first step on a long journey. "I understand now. I get it. There's a lot that I need to do."

The pastel pink mare slumped sideways, her eyes spiraling in opposite directions, as Jubilee braced her upright. The red headed mare shook her head with a dubious arch of her eyebrow. "Maybe ya better rest a li'l longer 'fore ya set to doin' it, darlin'."

***

A sharp clang of a reinforced door opening echoed down the concrete halls of the Los Pegasus municipal dungeon, followed by the echoing sound of hoofbeats. In a corridor striped in red from the sunset light streaming through the bars, a second set of doors slid open with a faint glow of blue and gold magic, revealing the elegant, star speckled silhouette of Princess Luna, flanked by an escort of four yellow eyed negasi guards and a pair of burly unicorns in prison guard tunics.

The procession made its way to the very end of the corridor, where the two unicorns stepped up to a third steel door with a brutally clunky horn actuated lock on either side. After inserting their horns and flashing a brief sequence of magical dots and dashes, the double doors swept aside with the clank and rattle of concealed gears.

The princess of the night stepped forward as the two guards bowed, entering the space beyond with her escorts in tow. The bars of a cell carved out of the living rock lay beyond, its sole occupant slouched on her angular black shelled haunches facing the back wall, her tattered, membranous wings and ragged green mane and tail trailing limply behind her on the polished floor. An iron collar hung around her neck, a light chain leading from it to a ring set in the floor, and a magic suppressing cork was stuck on the tip of her jagged horn.

Princess Luna gazed levelly at the back of the captive changeling queen's head, noting the wilted filaments of the crown like structure that normally jutted from behind her bladed horn. "Well well well, if it isn't the lead love locust herself. Long time no see, Chrissykins. Everypony was hoping they'd seen the last of you and your henchbugs after that little fracas at Neighagra Falls. I hope you enjoyed your barrel ride at the very least."

She was greeted with stony silence. After a few moments she gave a flick of an ear and lashed her glittering tail. "So... Since we're reminiscing, how about you let me in on what your scheme was this time. It stands to reason you've got it in for Twilight Sparkle and her friends, but I can't quite figure out your angle on this one."

More silence filled the claustrophobic space. Luna pawed at the ground, her turquoise glare fixed on the sullen black form crouching in the cell. "Not much to say, huh?"

She huffed in irritation and ruffled her dark feathered wings as a billowing black cloud started to coalesce over her starry maned head. "I guess I should mention that my sister sends her regards. She's been in kind of a mood recently, so we both thought it would be best if I came to talk to you alone. As princess of the night mysteries are kind of my thing anyhow. So you wanna clear some up with me?"

The diminutive changeling queen remained immobile, staring stoically at the wall without even flicking an ear or shifting her position.

The dark princess' eyes narrowed dangerously. "You should count yourself lucky that I'm so patient, queenie. You'd probably be on fire by now at the very least if you tried this silent treatment on Celestia."

She let a small crackle of thunder and a flash of strobing lightning echo off the walls of the cell. "So I'd speak up if I were you. You don't want me getting loud on ya."

Chrysalis sat stock still, unmoving and unresponsive. Princess Luna's indigo brow furrowed over a piercing glare, and she drew in breath to bellow in her loudest royal Canterlot voice of command when one of her negasi guards softly cleared his throat. "Begging your highness' pardon, but something's not right here."

The regent of the night flicked an ear and turned to him with a cocked eyebrow. "What is it, Sir Meadowlark?"

The negasus narrowed his eyes. "Sonar picture's weird, your highness. Would you kindly still the royal thunder for a moment?"

A pensive look settled on the night princess' face as she allowed her personal black cloud to disperse. Her guard stepped up to the bars and shifted his tufted ears as a staccato clicking issued from his throat.

His lambent yellow eyes flared as he turned to one of the unicorn prison guards. "Open this cell right now!"

The burly stallion turned to the princess, and receiving a nod turned and stepped up to the cell door, inserted his horn in the lock, and threw it open. Sir Meadowlark rushed into the space and swiped at the huddled form of Chrysalis with a fore hoof.

She toppled stiffly over, still in a seated position as she hit the ground with a hollow rattle. The head separated from the body and rolled across the hard stone floor, the cork tipped horn snapping off with a brittle crack before the hollow shell came to a rest facing the delegation of guards and their princess with a slack lower jaw and empty eye sockets.

The unicorn guard who'd opened the lock reared up and started screaming incoherently, as his fellow prison warder wheeled and started galloping down the hall in a clatter of hooves, shouting at the top of his lungs. "ALARM! ALARM! THE CHANGELING QUEEN HAS ESCAPED! ALARM!"

Princess Luna brought a hoof to her face with a weary sigh as a shimmering trail of silver stars sprang forth from her tail, snaking down the hallway after the galloping guardpony. It wrapped around his hooves and brought them together, flipping him over and hanging him in midair as another loop closed around his muzzle, silencing him. A second stream of stars shot across and wrapped around the snout of the unicorn who'd unlocked the cell door, stilling his shrieks. The inverted guard was brought back to the cell and set gently down on his hooves next to his comrade.

The dusky princess of the night gave them an apologetic smile. "Sorry, colts, but I need a couple minutes of peace and quiet, okay? Thanks." To emphasize their mistress' point, three of her negasi escort turned and fixed the two prison guards with a yellow eyed glare that would brook no further protest. The two burly unicorn stallions nodded meekly to their co-sovereign and gave her a bow.

Luna ducked into the cell and stepped up beside Sir Meadowlark, who ruefully turned the blackened, chitinous husk over to reveal a long, ragged edged slit running from the base of the throat all the way down the belly. The taciturn negasus met his princess' gaze with a frown. "Looks like she shed her shell, just like a big cave cricket."

The moon's regent hung her head and let out a growl echoed by a faint peal of thunder from the cloud over her head. She glanced at the oil lamps illuminating the cell, willing them to go out and plunging the space into darkness. The flighty unicorn guard let out another clipped scream that was stifled by a negasus guard's hoof.

A moment later, Luna sparked her horn to life, causing it to glow a deep purple as the whites of her eyes and her crescent moon cutie mark gleamed in the dark light. An invisible pool of dried slime appeared, fluorescing a sickly green around the spot where Chrysalis' discarded carapace had been seated. A trail of dainty, foal sized hoof prints led from it over to and up the wall, the trail terminating at an air vent with more dribbles of dried slime rolling down the stonework. She reached out with her magic and lifted the grate away, revealing that it had been unscrewed and just hung from the brackets.

Meadowlark spoke up, gazing with his faintly glowing yellow eyes at the opening. "Huh. That's a pretty small vent, even for something filly sized."

Luna's lip curled in mild disgust. "Well, she was probably all squishy until her shell dried." She let the grate drop with a clatter. "Ugh. Could she be any more gross?"

With a nod, she lit the lamps again with sparks of lightning from her horn, and wheeled to duck out of the cell. "Okay, lets roll, kids. We need to talk to the warden, and then get the Lo Peg city guard to set up a dragnet."

She paused, casting a pointed glare at the two unicorn prison guards. "Discreetly, okay? No need to start a general panic."

Her quartet of escorts and the two jailers fell into step behind her as she pursed her lips and furrowed her brow beneath her black diadem. "I may need to stock up on sunglasses for when I tell Tia about this."

***

A cool breeze blew across the bay as Soarin stood on a small tuft of cloud that hovered over the bulbous silhouette of the Friend Ship, watching the sky toward the south with an anxious look on his face. His employers and the rest of the team had shown up a few hours after he and Pip had arrived, and had proceeded to make camp as the other racers and their cohorts had arrived one by one.

Spike and Quillina had arrived, flying wingtip to wingtip to much rejoicing from Twilight and Rarity, who proceeded to buttonhole the two young dragons around their campfire and mercilessly grill them about their flight. The Wonderbolts had been waiting at the camp, with boisterous greetings from Dash and Spitfire, and even a reticent nod of respect from Shootin' Star. There were warm greetings from Flies Like Thunder and Long Range, a chagrinned apology from Golden and Granola Bay about the reception their hometown crowd in Los Pegasus had given them, and a few tense exchanges of glares with the stallions from Cloudsdale. There had been much chatter throughout the camp about Professor Destiny and Doctor Insanity, who'd been dubbed the Wrong Brothers by general consensus, as well as the huge column of Air Cavalry that were pursuing them. Their black contrail was visible over the spires of Vanhoover as darkness fell across Equestria.

Only the Baron and his retinue hadn't arrived, and as the day faded to night and the sun ceded it's place to the moon and stars and the watchlights from the Pegathalon campsite, the former Wonderbolt had been feeling a knot of tension growing in his chest.

Was he going to win by default? That didn't sound like the proud griffin's style at all. It was too good to be true, and set the hairs in his mane prickling, like standing on a black cloud and knowing any second it might snap off a lighting strike.

He ruffled his wings and shivered, letting out an exasperated huff. "Is suspense a legal weapon for a duel, 'cos it's loopty loopin' killing me right now..."