Ultramare: The Redemption of Trixie Lulamoon

by Sapphire Valley

Rating: teen
Tags: Adventure, Crossover, DJ P0N-3, Alternate Universe, Twilight Sparkle, Main 6, Drama, My Little Pony: Friendship is Magic, Trixie, Octavia, Sex, Science Fiction
Length: 79652

A fallen star may be Equestria's only hope when giant monsters begin attacking.

Four years after the fight against Discord, the Elements of Harmony have gone their separate ways. Though they remain friends, very few of them desire for the days when they protected Equestria from certain doom. The meteor shower threatens to change all of that, as monsters from unknown origins begin to attack Equestria. That's not all however.

During one of the monster attacks, Trixie Lulamoon, a star who fell from grace many years ago at the hooves of the elements of harmony, sustains a mortal wound and almost dies. A being of light comes to her aid and revives her, on the condition that she help the entity destroy these monsters.

Trixie, now forced to depend on the very mare who ruined her life, joins the new Canterlot defense force MARES (Monster Annihilation and Recovery Equestrian Squad) in order to combat the monsters, reunite the Elements of Harmony, and possibly redeem herself in the eyes of her peers, secretly defending the world in her own way as the glowing titan, Ultramare.

Cover image by FerGarcia220

Published 2012-09-03 06:54:01 UTC
Last updated 2015-12-17 16:45:22 UTC

The Mare in the Light

The Mare in the Light

Ultramare vs Golza (Ultraman Tiga)

Twilight found herself in the same place every night. It was extremely dark, so much that she could hardly see. She felt cold, and scared, like she would never feel happy again. As she walked forward she heard loud footsteps behind her. As usual, Twilight turned around and saw the same black shadow with red eyes towering over her. It was larger than a full grown dragon, had to be at least ten stories tall.

Twilight backed away from the beast, unaware if it was looking at her or not, but she didn't want to find out. Just as she was about to run though, there was a bright light behind her. She turned around and saw a pony walking out of the light. She couldn't see who it was, but she had this feeling that she knew them. The pony galloped toward Twilight, and then jumped into the air, disappearing into the light. The light then took form, becoming some sort of silver giant. The giant had really long hair, and stood up straight with the build almost like a monkey, but not quite. Something told Twilight that the giant was female.

The monster roared loudly, and then ran toward the giant, who was standing in some sort of fighting stance. The giant kicked the monster in the stomach, and then tackled the monster pushing it back and kneeing it in the stomach. The monster slammed its claw into the back of the giant, making her let go, and then slashed the giant a few times knocking her back.

The giant flipped on the ground to catch herself, got back in her fighting stance, and then ran back to the monster and continued to fight it close quarter. Twilight had seen this fight many times played out in front of her, but it wasn't any less magnificent. By now the fight looked pretty even, and even though Twilight knew how it ended, it still scared her watching the two titans fight.

The monster got a lucky slash in, knocking the giant to the ground. It then stomped on the giant a few times for added insult to her injury. Twilight was getting really pissed watching this, but there wasn't anything she could do. She just had to remember how the fight ended. It HAD to end the same way, right?

Sure enough, the giant managed to get enough energy to pushed the monster off of her. She got up and charged magic into her arms. She threw her arms out at her side, and then brought then back together in a cross formation firing a bright stream into the monster. Whatever that monster was made of, it couldn't handle the giant's magic, and it blew up seconds after being hit.

The giant turned to Twilight and looked down. For a second Twilight met eyes with the giant, but she then looked at the giants feet and saw another light appear in front of her, the mysterious mare walking out of it. Something about that mare, her mane, her tail, she even got a glimpse of a horn, something seemed so familiar, yet she couldn't put a name to the pony. Not a real name at least. Whenever she saw the pony, there was one name that always came to mind.

"Ultra...mare..."

The following morning, Twilight began making her way to Canterlot. She had sent a letter to Princess Celestia asking her for permission to use the castle library. She had looked through all of her books, but hadn't found anything that sounded remotely like her dream, let alone an "Ultramare".

But she wouldn't give up. Too many times in the past did she have these feelings that turned out to be right. She wasn't going to let this go until she was sure that she was over reacting.

"We already looked in your books though," Spike said sitting on Twilight's back as she trotted to the castle, "What could be here that we haven't read already?"

"The castle library has a much larger variety of books. I've only been inside once or twice, but I'm sure I'll find something."

"But how do you know it isn't just a dream?"

"Gee, I sort of figured the part where I dreamed it ten times in a row was evidence enough," Twilight replied sarcastically, rolling her eyes.

"But I have the same dream every night. You don't see me freaking out."

"That's because you dream of Rarity every night. Mine isn't because of an obsession."

"I am NOT obsessed with Rarity," Spike defended, "I just think she pretty, and sweet, and smart, and talented, and-"

"Alright, alright, I get it. Rarity is the greatest," Twilight said trying to get back on topic, "Look, normally I wouldn't be so concerned, but I have this feeling that it means something."

Spike sighed, "You're not going to let this go, are you?" Spike asked.

"Nope."

"Well, I hope you don't need my help. I'm sick and tired of reading through those books."

Twilight wanted to protest, but she had been working Spike really hard. Maybe she should give him a break today. She sighed before speaking again, "That's fine Spike. If you want to walk through town then-" Spike immediately got off of Twilight's back, making her laugh a bit.

"Send me a letter when you're done, alright?" Spike asked walking off. He didn't wait for her to answer, but Twilight would let him know when it was time to go. She felt weird letting him explore Canterlot on his own, but he was a big dragon now (at least bigger) so he should be fine.

"I actually hope that you're right this time," Twilight admitted to herself. She actually hated being right about these things, and this time if she was right, then Equestria could be in a lot of trouble. She needed to find the meaning to her dream.

Hopefully also learning who or what the Ultramare was.

"Another empty theater..." Trixie said in sadness. She looked out into the audience, saddened to see empty seats all around. She knew that she wouldn't have a big audience today, but she had hoped that today of all days would bring in more ponies.

She sighed and began packing up. As she walked off the stage though, she heard a cello begin playing behind her. She turned around and saw a sight that made her smile, even if she was still really sad.

She saw her dear friend Octavia on stage playing her cello.

After listening for a few minutes, she walked out to the stage to meet her friend.

"At least you came," Trixie said.

"I said that I would," Octavia stated, her voice possessing a slight British hilt. She walked over to Trixie and hugged her, "I'm sorry that no one came."

"It's okay, ponies are just excited about the meteor shower tonight. If it had been another day I'm sure more ponies would be here," Trixie said trying to play off her sadness, but if Octavia's expression was anything to go by, she wasn't buying it.

"Hey, why don't we get something to drink? At least we can celebrate, right?" Octavia asked.

"Well, if you so desire," Trixie said arrogantly. Octavia laughed, and the two of them walked out of the theater. She knew that Octavia saw through her fake arrogance, but she refused to let anyone see how sensitive she was really.

"Oh, hold on," Octavia said reaching into her cello case, and pulling out a small bracelet, "I got this for you."

"Oh, thank you Octavia," Trixie said, actually really touched, "I didn't think... anyone..."

"Come on, how could I forget my best friend's birthday. Vinyl would be here, but she's on tour in Hoofington, so..."

"Ahh, that's okay. I understand that this concert is important to her. It's a charity concert, right?"

Octavia nodded, "Vinyl told me it's to raise money for better equipment in Hoofington hospital. Now that magi-tech has been introduced to Equestria, Hoofington is falling behind in the times."

"Has it really been that long since the Equestrian Evolution of Magic?" Trixie asked.

"Hard to believe, isn't it?" Octavia said looking up at a statue they were standing next to. It showed the six ponies who represented the Elements of Harmony all looking up at the sky, surrounding a giant star.

"Four years ago, the Elements of Harmony broke the barrier of magic," Octavia explained, "and made magic available to all ponies. The machines that are being used by the palace keep Canterlot safe, and now it's easier to communicate with ponies all over Equestria."

"Yeah, and it also takes magic out of the hooves of ponies like myself," Trixie said darkly, "Ponies who make their living off of magic."

"Trixie, you know why no one comes to your shows, right?" Octavia asked, "It's not their fault."

"No... it's not. It's my fault..." Trixie looked down, "It's because five years ago, I was proven to be a fraud. Now that I'm genuine, no one believes me."

"Well, I wouldn't say that," Octavia said, "I believe you, Vinyl believes you, your mother I'm sure supports you."

"Don't mention my mother, please," Trixie said, "It's bad enough that she's talking about trying to get me to move back in with her..."

"You're living in a trailer for Celestia's sake," Octavia said, "It's clear that you're suffering financially. Besides, you're mother loves you. She did get in touch with you last year."

"Yeah, to offer me money and a place to stay."

"Both of which you declined."

"I don't want to be dependent on my mother, okay? She wasn't there for me when I was a kid, and I don't need her there for me now."

"You still haven't forgiven her?"

"It's not about forgiveness, Octavia. It's about me being a grown mare and not needing my mother to hold my hoof. I've done a good job by myself for twenty three years. I don't need anypony."

Octavia sighed, "Trixie..."

"So why don't we get those drinks, huh?" Trixie walked off in the direction of the bar. Octavia gave another sigh and then trotted after her friend. Unknown to either of them, they walked right by Spike, who was walking in the opposite direction of them.

Spike was actually looking for a place where he could watch the meteor shower. It hadn't been witnessed in thousand of years. He couldn't believe that Twilight actually wasn't going to see it. She must have been really shaken up about that dream if she was willing to miss this. Oh well, at least he could see it.

"Spike!" he heard from behind him. He turned around and saw Sweetie Belle trotting over to him. She was always cute, but now that she was thirteen she had become quite pretty. Just as pretty as Rarity, if not-

No! He was not going to go there. Sweetie Belle was cute, but the only pony he had eyes for was Rarity. Even if Rarity was out of his reach, he wasn't going to make her sister a rebound filly. That didn't mean he couldn't be friends with her.

"Hey Sweetie Belle," Spike said hugging her, his heart racing when he got a wiff of her perfume, "What are you doing here?"

"I came to watch the meteor shower. There's a really great spot right outside Canterlot where you can get a good view, and I planned on going there."

"I didn't know you cared about that kind of stuff," Spike said, making Sweetie Belle laugh.

"Well, mostly it's for a school project," Sweetie Belle admitted, "But I am excited. Did you... want to watch it with me?" she asked softly, looking down and smiling.

"Sure, okay," Spike said. Sweetie Belle got really happy suddenly and began hopping around much like Pinkie Pie would when she was happy. He thought it was odd, but he played it off as her just being herself.

She knelt down so Spike could climb on her back easier, "You can ride on my back, Spike. I'll take us right there."

"Are you sure? I mean, you are bigger now, but still..."

"It's fine Spike," Sweetie Belle said smiling, "I'm a big filly now. I can handle you."

"R-really?" Spike felt really flushed listening to her. He knew what she meant, but her words could have been taken a... certain way.

"Mm hm," Sweetie Belle nodded, "So you don't have to be gentle. Just... hop on, okay?"

"Yeah... sure. O-okay," suddenly he felt really uncomfortable, but he got on her back. Since she was smaller that Twilight, and he was actually a little bigger himself, he had to lean forward and wrap his arms lightly around her neck, "Are you absolutely sure you can- w-whoa!" she stood up suddenly with a lot of strength, "Okay, I stand corrected."

Sweetie Belle giggled and galloped off to her special spot. Surprisingly enough, she was really strong.

She had been looking for what felt like hours, yet she hadn't found anything concerning her dream or the Ultramare. Did anyone know about the Ultramare? Was there such a thing as an Ultramare? Was she overreacting like Spike said?

Twilight sighed and walked over to the window. Her eyes were actually beginning to hurt from all the reading. That was rare for the now twenty-four year old mare, who loved reading more than anything. It was getting dark now, she assumed that Spike went somewhere to watch the meteor shower. She had wanted to watch it.

"Maybe I should take a break," she said to herself, "This is a once in a lifetime chance after all." As she walked to the door though, a sudden thought came to her. The gears in her head began turning in the same way they did five years ago when she identified Night Mare Moon's revival, and again four years ago when she identified something wrong with her brother's wedding.

The reoccurring dream...

The Ultramare...

This meteor shower being the largest one seen in Equestria in millenniums...

"That's... the CONNECTION!!!" Twilight shouted running back into the library. This time she pulled out books on astrology, searching for information on the meteor shower, "How could I not realize it?! This meteor shower hasn't been seen for thousands of years. If I'm right, then... Ah HA! Found it!" as she read the entry, her pride slowly turned into fear as the many philosophies spoke of a terrible disaster. Great destruction all around, not even the Canterlot Royal Family was a match for the beasts that would arise.

"If this is right... then could my dream be...?" Twilight slowly asked, her heart racing. She had to find the Princess. She needed to warn her, assuming she didn't know already.

She ran out of the library, not caring at all about manners or regulations. Princess Celestia had to know about this. She called the Princess' name all while running to the throne room, happy to see her mentor present in the throne room, looking out the window.

"Princess, I'm sorry to interrupt, but the meteor shower, it's-"

"I know, Twilight Sparkle, and I'm afraid that we might already be too late," Celestia said softly.

"Too late?" Twilight asked walking over to her teacher, "What do you-" she gasped when she looked up at the sky, and saw what looked like bright stars flying across the sky, some of them looking like they were landing ON Equestria. Twilight looked up at her teacher, and saw a sight she never thought she would ever see.

She was trembling...

"Princess?" Twilight asked.

"We must get ready. Twilight Sparkle, follow me," Celestia trotted away. Twilight was terrified right now, but Celestia had to have known what to do. She always knew what to do.

Everypony in Equestria was looking up at the sky at the light show. It was a mesmerizing sight, the night sky ablaze with the large stars. Even Applejack took a break to look up at the shower. It was beautiful, yet something about it just seemed... wrong to her.

Fluttershy stepped out of her cabin, startled by the sounds of her animal friends. They sounded upset.

"What's wrong everyone?" she asked softly. Mr. Grizzly growled, telling Fluttershy what that meteor shower meant, and her heart sank. It couldn't have been something else. She didn't want to fight anymore...

Rainbow Dash was flying through the skies near Cloudsdale, training for the Wonderbolt's latest show, when she noticed the meteor shower. Pfft! Yeah right! "Meteor shower". She knew it was something else. It was about time too. Sure, she loved being in the Wonderbolts, but she missed the fights and excitement that only came from being the Element of Loyalty.

"Shit yeah! Show time!"

"Pinkie Pie, look!" Pound Cake called out from the window, "It's pretty!"

"Wow..." his twin sister, Pumpkin Cake said looking out as well, "Are those stars?"

Pinkie Pie walked over to the window, looking up with a serious expression. Her Pinkie Sense was going off internally looking up at the meteor shower, and it was telling her that things were going to get really ugly.

"Y-yeah," Pinkie Pie said with her best fake smile, "It's like a party in the sky."

"A party you weren't invited to?" Pumpkin Cake asked.

"Oh, I'm going Pumpkin, don't worry. Pinkamena Diane Pie never misses a party," she covered it up with her usual speech, but she knew that this was no party she wanted to go to.

She just finished putting on her make-up, pleased with the results. Not everypony wanted to see the meteor shower, and Rarity was one of the few who had other plans. Right on cue, the doorbell rang, letting her know that her date was downstairs.

She trotted downstairs, looked through the peep hole to make sure, and then opened the door with a suggestive smile.

"Glad to see you could make it," she said seductively. After escorting the stallion into her house, she briefly looked up at the meteor shower, feeling like there was something she needed to do. Nonsense. It was just a meteor shower after all. Besides, what she had planned was a lot more fun than a simple meteor shower.

"Isn't it pretty, Spike?" Sweetie Belle asked.

"It sure is, but I'm not sure meteors are supposed to be this big," Spike said.

Sweetie Belle thought it was weird too, but she just wanted to spend time with Spike right now. It was so romantic being under the meteor shower with him. She leaned against him, and was about to close her eyes, when...

"Wait... what's that?!" Spike called out. Sweetie Belle opened her eyes and looked up as well, and saw one of the meteors was landing near Canterlot! It fell down almost right in front of them, making both of the scream. When the smoke cleared, they looked up and saw something rising out of the crater. It was...

"S-Spike...?" Sweetie Belle asked trembling in fear.

"Celestia... Twilight was..." Spike said, silently kicking himself for not believing her.

So... the time has finally come...

But how am I to help that planet...?

Hmm...

Octavia and Trixie had finally left the bar, and were walking to Octavia's place. As nice as Octavia was, and as graceful as she usually was, she apparently hadn't fixed her drinking issues, and was now horribly drunk. So much that Trixie had to carry her back to her house.

"Did you have a good birthday...?" Octavia asked sweetly.

"Believe it or not, yeah. I even enjoyed watching you get wasted," Trixie said rolling her eyes.

"That's good... You know, if you want ponies to respect you again... you have to show them that you're different..."

"Different, huh?" Trixie asked.

"You're a good pony, I know that... but no one else does... you told a lot of lies, you know..."

"Y-yeah, I know..." it was hard for Trixie to face that.

"But I know that your time will come soon... You'll show them... You'll show... all of them..." aaaaannnnnd she was out. Poor thing. At least she left her door open, so Trixie was able to get into her house and set her down on her bed. After tucking her in, Trixie stepped outside and sighed, thinking about the drunken words of her friend. If she could redeem herself, she would. It wasn't like she didn't try. Nopony believed her though. Why should they? She made an entire career out of lies. As far as they knew, she was lying about wanting to be honest. She wasn't, but there was no way to get them to believe that.

I believe you...

"Huh?" Trixie asked looking around, "Hello? Who said that?" nothing. No one responded. What was that all about. She was about to start walking away from Octavia's house, but a roar stopped her. She looked in the direction of the roar and saw a young pony and an adolescent dragon running from something.

"Hey! What's going on?" Trixie asked running over to them.

"It's horrible! A monster came out of the meteor!" the teenage filly screamed.

"A monster? What are you-" she heard loud footsteps. Looking up she saw a giant monster walking through Canterlot. And by giant, I mean giant. It was HUGE! Almost two hundred feet tall! "RUN!!!!" Trixie screamed, now running with the filly and dragon. Apparently the monster noticed them, because it began running after them, firing blasts of fire at them. The young filly was crying as she ran, and the dragon riding on her looked like he was trying to comfort her despite being afraid.

Eventually, the monster turned to the buildings and began shooting fire at everything. Trixie led the two kids into an alleyway. While she peaked outside at the monster, she heard the filly crying behind her.

"It's going to be okay, Sweetie Belle," the dragon said, "Once we get to the castle, the Princess will know what to do."

"The Princess?" Trixie asked, turning to her two companions, "Is that where you're going?"

"Yeah, my sister is her personal student," the dragon took a good look at Trixie, suddenly his eyes wide, "Wait, I remember you. You're... Trixie right?"

Trixie didn't want things to get complicated, so ignoring that, she walked over to Sweetie Belle and knelt down in front of her, "Hey, it's okay. You're going to be safe."

Sweetie Belle calmed down a bit, and looked into Trixie's eyes, "We are?"

Trixie nodded, "I'll make sure you get to the castle, alright?" Sweetie Belle nodded and got up. Trixie looked back out, and saw that the monster wasn't paying them any mind. This was their chance.

"Let's go!" Trixie shouted before the three of them ran toward the castle. Redeem herself huh? She didn't know anything about that, but at least she could keep these kids safe.

Inside the castle, Celestia lead Twilight to a special tower at the top of the castle. Inside the tower was a control panel, and a telescope looking out at Canterlot. Celestia stood in front of the control panel while Twilight looked through the telescope.

"What the hell..." Twilight said slowly, looking at the monster rampaging through Canterlot.

"Keep your sights on that beast," Celestia commanded, "We have to destroy it no matter what!"

"U-understood!" Twilight said.

"I hope this works, otherwise..." Celestia said to herself. Twilight briefly looked to her mentor, noting how fearful she seemed, before she returned to looking at the monster. Celestia pushed a button on the control panel, and activated the magical cannons on the castle, pointing them at the monster. She fired magical blasts at the monster, hoping to do some sort of damage, but all she managed to do was push it back.

It turned to the castle, and began charging up energy into it's neck.

"Princess, it's attacking!" Twilight shouted. Celestia pushed another button on the panel, activating a shield defending the castle. The monster fired a blast of fire at the castle from its forehead, almost destroying the shield.

"Princess!" Twilight called out as the castle shook.

"Brace yourself, Twilight! It can't be done yet!" Celestia urged. The monster ran over to the castle and began punching and slashing at the shield. It stepped back, and Celestia fired another series of shots at it, only doing minor damage though. The monster charged up it's attack again, this time charging for a longer time than last time. It them fired at the castle again, this time doing major damage to the shield. The castle shook so much that Twilight fell over. Twilight heard a loud noise, followed by a scream behind her. She turned around and was horrified. Princess Celestia was half buried in rubble from the ceiling.

"PRINCESS!!!" Twilight cried out running over to her teacher, "Princess, hang on! I'll get you out!"

"Twilight... there's... no time..." Celestia breathed out, "You must... stop that monster... no matter what... Gather the... Elements of... Harmony... and protect Equestria... Please... my student..."

"Princess, please hold on! I'll save you!"

"I'll... be fine... focus... on saving... Canterlot... first... I believe... in you..."

She closed her eyes and fainted. Twilight checked for a pulse, relieved when she felt it. She then turned her attention to the control panel and pushed a button calling the guards.

"I need five guards to come into the sun chamber! Princess Celestia is hurt! She needs immediate care!" Twilight called out. She was about to fire at the monster again, but the castle shook again as the monster fired at it. This was too much. She needed a miracle, and fast.

Trixie, Sweetie Belle, and Spike were so close to the castle, but now that monster was attacking it. That was the last safe place in Canterlot. By now everypony was panicking running around Canterlot. Knowing Octavia though, she was probably still asleep in her house.

"Damn it!" Trixie said looking up at the castle, and at the monster attacking it. That shield wouldn't hold forever. Soon it would fall, and the castle with it. She looked down at the filly next to her, who was watching hope vanish right before her eyes.

No... Trixie wasn't going to let that happen. Even if she died in the process, she was going to make sure that those two made it into the castle.

"When I get it's attention, run to the castle," Trixie whispered to Sweetie Belle and Spike.

"Huh? Trixie?" Spike asked.

"I said you would be safe, and I meant it. Trust me, alright?" Trixie then ran out into the open, firing a small blast at the monster's back, "HEY!!! UGLY!!! COME ON AND PLAY WITH ME!!!" Trixie shouted firing at the monster again. This time it turned to her. Shit, she thought, this may not have been such a good idea. She immediately ran off, both happy and terrified that the monster was chasing after her.

"Miss!" Sweetie Belle called out.

"Come on! We have to get to Twilight!" Spike shouted. Sweetie Belle gave one last look to Trixie before running to the castle with Spike.

Trixie ran as fast as she could, also dodging the blasts of fire coming at her. Her chest was on fire. She had never galloped so fast before in her life. She turned around and began firing at the monster again. Why did she do that? Was she trying to get herself killed?

She found herself running into a warehouse. Once she was inside she began making her way to the higher levels. If she was going to fight this thing she needed to get closer to it's face. She didn't know why she wanted to fight it, but she knew that she had to do something against it. At least if it was focused on her they could evacuate Canterlot.

Wait...

That equinesque creature...

She is going to die...!

What is she doing...!

Stop...! Please...!

"You're a lot uglier up close!" and scarier, Trixie thought. She began firing at the monster, this time hitting it in the face. The monster roared loudly this time, and began firing at the warehouse knocking Trixie down. She looked up and saw the creature charging up another fire blast.

"No..." Trixie pleaded, unable to hold in her tears.

Twilight looked through the telescope, confused as to what was going on. It looked like a pony was firing at the monster for a while, but now they were cornered in a warehouse. Whoever it was though, they were in a lot of trouble now.

"I have to help them!" Twilight stated. By now the guards had gotten the Princess out of the star chamber, and she was now alone. She tried to fire at the monster, but it was out of range now, and there was no way for her to get there in time.

"Damn it! It can't end like this!" she shouted, slamming her hoof on the control panel. If only her friends were here. If only the Ultramare was here.

I suppose I have no choice...!

She'll do perfectly...!

The monster fired at the warehouse, and at Trixie. She screamed as the warehouse collapsed around her, and even she was engulfed in the fires of the monster's attack. There was nothing she could do. She just let oblivion take her, and her entire world went blank.

From where Twilight was, she saw something else fly into the warehouse. It was a light of some sort. As soon as it went into the warehouse though, it vanished.

"What was that?" she asked.

Wherever she was, she was surrounded by a purple light. She had lost all strength to get up. She was still in pain from that monster's attack, but shouldn't she be dead? How was she still alive?

"Are you awake?" a sweet and soft voice asked.

"Wh-who's there...?" Trixie asked weakly. Before her was a bright light, and it took on the shape of some sort of giant entity with long hair.

"I'm relieved that I arrived in time. Little equine, why did you face that creature?" the glowing entity asked.

"I... don't really know..." Trixie laughed sadly, "I guess I just... wanted to do... something good... before I... died..."

"You sound sad, little equine," the glowing entity said, "Why are you so sad?"

"I... lost everything... because I... couldn't face... who I really... was... I only have two friends... my mother and I... are at odds... and now... I'm going to die... before I can... redeem myself..."

It looked like the glowing entity was thinking, "If you could live longer, could you redeem yourself among your species?"

"I already tried... no one... believes in me... anyway..."

"That's not true. I believe in you."

"You don't... even... know me... Why...?"

"I know an honest person when I see one, and you, little equine, are in fact a truly honest person. I saw you, you know? The way you tried to save those two. And as you know, I saw you face Golza just now."

"Gol...za... is that... it's... name...?"

"I will ask you again. If you could live longer, would you try again to redeem yourself?"

Trixie thought for a long while, part of her wanting to keel over, but part of her also wishing for a second chance. She took a deep breath, released her tears, and gave her answer to the glowing entity.

"Yes...!" Trixie sobbed, "If I could... have a... second chance... I would..."

"Well then. I can use my light to revitalize you, giving you enough time to redeem yourself. However, I will need your assistance as well."

"My... assistance...?"

"I am unable to fight that monster by myself. I will need to share your body. In return, you will share your existence with me. Do we have a deal, little equine?"

This sounded scary, and Trixie still wasn't sure whether or not she was dreaming. How could she help this entity? On the same note, why did this entity want to help her? Who was she? Why did she care so much? She didn't understand anything, but she felt like whoever this being was, she could trust them.

"Yes... I'll help you..."

"In that case, let us return to your world. Together, I'm sure we can destroy that beast."

Trixie was engulfed in a bright light, and all of a sudden she felt empowered. She looked up at the entity standing before her, and saw her nod. Everything then turned white, yet Trixie wasn't blinded. Rather, she felt herself meld with the light.

The rubble from the warehouse began to glow. Even the monster was backing away from it, almost as if it knew what it was. The warehouse remains were engulfed in the brightest light, so much that Twilight who was looking at the scene had to cover her eyes. When she looked back though, she was amazed. Something, no, someone took form, standing in front of the monster as if stretching.

They seemed to be female, and stood at least 170 feet tall. Her body was azure blue with purple streaks on the sides, and she had silver metallic parts on her shoulders, chest, arms, and legs. Her head was silver with bright almond shaped eyes, what looked like a pointed fin on the top of her head, and really long pale blue hair. On her chest (in between her breasts) was a bright blue light. They weren't a pony. This entity had a slim build and was standing upright. Twilight immediately recognized who it was. She knew it from her dream.

"It's her..." Twilight said, her eyes wide, "Ultramare..."

Ultramare got in a fighting stance, and then ran over to the monster, grabbing it's head. She then began kneeing it in the stomach a few times, before the monster threw her to the side. She rolled on the ground, and caught herself. But when she faced the monster again, she saw it charging up it's attack again.

Ultramare rushed over to the monster and grabbed it's head, stopping it from firing. She then flipped it over her shoulder onto the ground. The monster rolled to it's stomach, about to get up, but Ultramare jumped on it's back and began pounding on it's back. The monster shook Ultramare off of it, and then got up.

The monster then began slashing at Ultramare, who managed to block a few of the attacks. She then grabbed it's shoulders, and the two of them seemed to wrestle a bit trying to throw the other onto the ground. Neither one of them won that though, as the monster threw Ultramare's arms away, and then shot right into her chest, knocking her down. The monster ran over to her, and kicked her again while she was trying to get up.

Sweetie Belle and Spike ran over to see the fight better, and were both getting really upset watching it.

"That's not fair at all!" Spike called out.

"Come on! Get up!" Sweetie Belle cried out.

Ultramare kicked the monster away from her, and then kicked herself to her feet. She then ran over to the monster and began kicking it in the side a few times. She then did a spin kick knocking it back. Ultramare then jumped up into the air and did a fly kick doing major damage to the monster. She landed behind it, got up and braced herself for another assault.

The monster charged again, and this time fired multiple blasts at Ultramare, who did a series of back flips out of the way. Apparently frustrated, the monster jumped up and down and then rushed over to Ultramare, now slashing wildly at her. She managed to dodge all of these attacks though, and then did a powerful back fist into the monster's stomach. That looked like that hurt a lot, so Ultramare did another one of those, but this time the monster grabbed her arm and twisted it a bit forcing her onto one knee. While that was going on, the blue light on her chest began flashing red, and an alarm went off.

Something fired at the monster's back, causing it to lose some focus, and allowing Ultramare to get free and continue her fight. Sweetie Belle and Spike looked and saw Twilight running up to them.

"Twilight!" Spike called out, "I'm sorry I didn't believe you! From now on I'll believe everything you-"

"It's alright Spike," Twilight said laughing a bit, "I'm just glad you're safe," she turned to Sweetie Belle, "And how are you?"

"I'm fine right now. Spike and Trixie protected me," Sweetie Belle said, confusing Twilight.

"Trixie? As in Trixie Lulamoon?" Twilight asked.

"I was surprised too," Spike stated, "But she appeared out of nowhere and helped us get to safety."

"Where is she now?" Twilight asked.

"We don't know," Spike said, "She ran off after firing at the monster. I hope she wasn't inside the rubble."

"Trixie... why did you...?" Twilight asked, now looking up at the Ultramare for some reason.

Ultramare was desperate to end the fight now. That light on her chest meant that she had to win now, or else she would fade away. The monster wasn't going down without a fight though, and soon she found herself at a stalemate.

She punched the monster real hard in the stomach, pushing it back. As it got up, Ultramare charged magical energy into her arms. She then threw them out to her side, and then brought them together in a cross, firing a pure white beam of light at the monster. The monster took the attack head on, unable to dodge it. A second later, it turned red and exploded.

Her opponent dead, Ultramare stood up straight, and then looked up at the sky. She then flew away, vanishing in the night sky.

"Wait!" Twilight shouted, hoping that she would stop, but wherever the Ultramare went it was too important to stay even for a second. Twilight looked up at where she vanished to, silently thanking her for saving them.

Twilight, Spike, and Sweetie Belle ran over to what remained of the warehouse. It was completely destroyed from Ultramare's appearance. As they walked on, they saw a mare lying down on the ground. Twilight recognized the azure blue coat and pale blue mane instantly.

"Trixie!" she called out galloping over to her. After checking for a pulse, she turned to Spike, "Help me get her to the castle!"

"Right!" Spike said, instantly running to put Trixie on Twilight's back. As they worked, Sweetie Belle noticed something different about Trixie.

"Hey, she wasn't wearing that necklace before," she said. Twilight took a good look at the necklace. It looked a lot like the Elements of Harmony necklaces, only it was silver instead of gold, and the symbol in the center was simply a dark blue orb. Where did she get that?

"We'll check that out later. Let's go," Twilight commanded. Everyone followed after her, completely unaware that the orb flashed a bright light once.

To be continued...

A Friend in Need, A Friend Indeed

A Friend in Need, A Friend Indeed

Ultramare vs Melba (Ultraman Tiga)

Yesterday was a good day, that's what Octavia was thinking as she woke up that morning. She had a horrible hangover, but it was Trixie's birthday after all. It looked like Trixie took her home, because she was quite comfortable in her bed.

"Oh Trixie," Octavia said, "you're such a good friend." She would have to give Trixie a call later to see how she was doing (introduced after the Equestrian Evolution of Magic). She walked over to the door and began to open it, ready to pick up her morning paper. When she opened her door though, she got quite a surprise.

The whole town looked like a tornado had run through it. Buildings were destroyed, the roads were cracked, the whole town was totaled.

"Just how wild were we...? Octavia asked looking around.

The monster then began slashing at Ultramare, who managed to block a few of the attacks. She then grabbed it's shoulders, and the two of them seemed to wrestle a bit trying to throw the other onto the ground.

Ultramare charged magical energy into her arms. She then threw them out to her side, and then brought them together in a cross, firing a pure white beam of light at the monster. The monster took the attack head on, unable to dodge it. A second later, it turned red and exploded.

When Trixie woke up she wasn't in her trailer. The room she was in was actually really nice, and the bed was really soft.

"Are you okay?" a sweet voice asked next to her. Trixie turned to the source and saw a lavander pony with highlights. She recognized the pony immediately. This was Twilight Sparkle, the Element of Magic, and the pony whoo inadertently ruined her life.

"Where am I?" Trixie asked.

"Canterlot Castle," Twilight explained, "We found you in the remains of Warehouse 16 after that giant destroyed the monster."

"Giant...? What are you talking about?" Trixie asked slowly. Her head was hurting for some reason.

"The blue and purple giant that fought that monster. You were right under where it appeared."

Was she? Somehow that didn't feel right...

"I was under the giant? It... saved me...?" Trixie looked at the bed stand next to her and saw a necklace of some sort. It looked like the Element of Harmony necklaces, but the symbol in the center was a plain dark blue orb. Also, the necklace itself was silver instead of gold. Why did Trixie feel weird looking at it though?

"You were wearing that when Spike, Sweetie Belle, and I found you. I thought it looked weird, so we ran a magical scan on it. It has magical properties, but they're miniscule. In fact, it feels like the Elements of Harmony. Where did you get it?"

"Where did I...?" her head was hurting again. She was trying to remember something, but her mind was completely blank. She had a feeling though, that the necklace was hers.

Twilight looked at her suspiciously, "Trixie, you aren't connected to that giant, the Ultramare, are you?"

"Ultramare? What the heck is that?" Trixie asked.

"That's what I call the giant who saved us," Twilight said, "I've had the same dream every night, and well, in the dream I see that giant, and the name Ultramare comes to mind every time. This is, before I see her I always-"

"Excuse me, but why are you telling me this?" Trixie asked harshly. Twilight looked up at Trixie in shock.

"Well, I was thinking that maybe you were the mare I saw in the dream. There's always this pony there before the giant appears. I just thought that... at the very least you could help me... figure this dream out..."

"Sorry, but I can't help you," Trixie said getting up. On instinct she picked up the necklace and put it around her neck before trotting to the door.

"Wait, you might still be hurt. Maybe you should-"

"I'm fine, Twilight Sparkle, but I really need to get going. That monster could have destroyed my trailer."

"T-trailer? Is that where you live? You know, Spike and I are staying here in Canterlot for a while, and there's plenty of room. If you want to stay here..."

"I don't need your pity," Trixie stated. Twilight stepped back a bit hearing that.

"Trixie, I didn't mean-"

"I know, but..." Trixie sighed before speaking again, "I don't need the help of the pony who ruined my life."

"Ruined? How did I...?

Trixie knew that she was hurt. Trixie closed her eyes before she continued, "Thank you for helping me. I'm sorry, you seem like a really nice pony, and it's nothing against you. You're just not a pony I want to be friends with. Good luck with that dream, okay?"

Trixie walked out of the room, leaving Twilight by herself. She knew that Twilight would be upset by the things she said, but she swore she wouldn't lie again, and she needed to get that off her chest.

When she got outside, she felt a sharp pain in her head. She stopped and put a hoof to her head as images came to her. They were images of a fight. She saw the monster from yesterday, but something felt different. The monster seemed smaller... or was she bigger? But how was that possible?

"I... need to... get to my... trailer..." she said, forcing the memories to stop. She shook her head and ran over to her trailer.

"I ruined Trixie's life?" Twilight asked herself. She remembered the day she met Trixie, and how her actions revealed that Trixie was a fraud. Had those actions also...

She was about to walk after Trixie to get an explanation, but Spike ran over to her.

"Twilight, you were summoned to the throne room," he stated, "Princess Luna said that it's an emergency."

She wanted to check on Trixie, but this sounded important. Twilight sighed and turned to Spike, "Alright. Let's go."

Unknown to everypony in Canterlot, another monster was making it's way to Canterlot. It flew over Ponyville, attracting the attention to all the ponies living there.

Rainbow Dash and Applejack were walking through Ponyville at the time and noticed the monster. Applejack looked serious, but Rainbow Dash gave a confident smirk.

"Looks like it's time," Applejack said.

"Alright! I can't wait!" Rainbow Dash said now smiling fully.

"A defense team?" Twilight asked the princess of the night as she paced around in the throne room.

"Using our new magi-technology we have made a number of weapons that might combat these creatures. A defense team specializing in their destruction would be best," Luna explained.

"But how do we know that a defense team is needed?"

"Trust me Twilight, it is needed. Look at this," Luna said walking over to the large glass screen front of Celestia's pillow. Luna turned it on and Twilight saw a number of monsters scattered all around Equestria.

"Celestia..." Twilight said looking at the scene before her in horror.

"We discussed the name for this team, and in the end, nothing we thought of sounded good. In the end, we settled on Monster Annihilation and Rescue Equestrian Squad," Luna turned to Twilight, chuckling when she saw the "what the buck" look on Twilight's face, "MARES for short."

"There is no way I can remember that name otherwise..." Twilight said shaking her head, "So who are the members?"

"At the current moment..." Luna looked down thoughtfully, "There's you."

"Well I figured that, but who else?" Twilight asked. Luna just looked at Twilight in silence. It took a minute, but eventually Twilight got what she was saying, "Oh, I see," she sighed in frustration.

"We have an opening for at least nine members including you. I was hoping we could convince the rest of your friends to join us."

"You mean...?" Twilight asked, knowing exactly who Luna meant.

"Yes, the rest of the Elements of Harmony. I believe we might be able to use their power to bring a swift end to these monsters."

Twilight looked down. She of course wanted her friends back together, but not everyone handled the Equestrian Evolution of Magic as well as she did. That was a difficult time for all of them, but a few of her friends never recovered. She then had a sudden idea.

"What about Ultramare?" Twilight asked.

"Ultra...mare?" Luna asked, raising her eyebrows in confusion.

"The giant who fought the monster last night after the meteor shower. Perhaps we could-"

"We don't know the first thing about that giant," Luna stated, "Where did it come from? Why did it fight the monster? Where did it fly off to? We don't know, and as such, we can't depend on it to save us again. Our best bet is to gather the Elements of Harmony. That... won't be a problem... will it?" Luna asked.

"Oh, uh..." she wanted to say yes, as it would be difficult. She didn't even know if any of her friends would want to fight anymore. She couldn't tell Luna that though, so in the end, "Not at all. I'll get right on it."

Twilight walked out of the throne room looking down. Even if her friends did agree to help, she still needed some ponies helping her now, otherwise another monster would come and attack Canterlot.

She then had a sudden idea. It was a long shot, and she didn't even know why she considered it, but in the end, after what Spike had told her, she might agree to help.

"I need to find Trixie," Twilight said galloping out of the castle.

She had hoped that it wasn't the case. This was the only thing she had that was truly hers, her life was in there. In hindsight though, it made more sense this way. It was a giant monster. But deep down, she had really hoped that her trailer would be okay.

That wasn't the case.

"Shit..." Trixie said looking at the remains of her trailer. She began kicking the rubble out of the way trying to salvage anything she could. Thankfully she was currently wearing her hat and cape, because looking at how many of her dresses were torn up or burned, her current outfit wouldn't have fared very well.

"Thank Celestia!" Trixie heard behind her. She turned around and was blindsighted by Octavia, who gave her a hearty hug.

"O-Octavia!"

"I was so scared! You weren't answering your phone, so when I heard about the monster attack last night I was scared that you were-"

"It's okay Octavia, I'm sorry I worried you," Trixie said. Octavia let go and the two of them walked around the wreckage, looking for anything that could still be used.

"So you really slept through all of that?" Trixie asked laughing a bit.

"Even I was shocked. Did I drink that much?"

"You started quoting Starswirl the Bearded."

"I was wasted. I have to stop drinking so much," Octavia laughed awkwardly.

"Both Vinyl and I keep telling you that, but you never listen. Tell me why a classical music artist is a chronic alcoholic?"

"I may play classical music, but that doesn't mean I can't let my mane down every once and a while," Octavia picked up a dress in her mouth, "This looked wearable."

Trixie looked at it, and scoffed, "Just my luck, the only dress I can still wear and it's one my mom sent me."

"Maybe that's a sign of who you should talk to," Octavia said putting the dress aside and continuing her search.

"I don't care if my trailer is totaled, I'm not turning to my mother," Trixie said, pulling out a red scarf from the rubble and wrapping it around her, "I can totally bounce back from this. Watch me."

Octavia giggled bit, but then looked at Trixie with a sad smile, "Don't you ever get tired of going it alone? I mean, there's independence, and then there's full blown loner. That's what you are. Isn't it exhausting?"

"Sometimes I get tired of it," Trixie said sadly, "But I've never depended on anypony before, so I'm not going to start now. I've always been alone, and I think I always will be."

"Nopony can go far on their own, Trixie," Octavia said, "That's the truth."

"Yeah, well I'm not like you and Vinyl. You two were inseparable in school, and you always supported each other. Me, the only pony I had to look out for me was me."

"But you don't need to be alone, Trixie. Tell you what, why don't you stay with me for a few nights?"

Trixie sighed, "Octavia..."

"If you won't take my advice and talk to your mother, then at least let me be a good friend. Please, Trixie, just this once depend one someone else for help."

Trixie sighed in defeat. She knew that Octavia wouldn't take no for an answer at this point.

"Alright, I guess I can stay for a little while. At least until I-" Octavia hugged Trixie again, making her laugh, "If I didn't know any better, I'd say you were happier than I am about this."

"I'm glad that I found you," they heard behind them. Trixie lightly pushed Octavia off of her, and looked Twilight right in the eyes.

"You followed me?" Trixie asked, harsher than she probably hoped, because Twilight winced a bit.

"I actually need your help with something," she turned to Octavia, "Is she your friend?"

"Y-yeah, she is," Trixie said looking away. Twilight walked over to Octavia and held out her hoof.

"You probably already know this, but I'm Twilight Sparkle, Element of Magic," Twilight introduced.

"It's an honor," Octavia said touching hooves with Twilight, "I'm Octavia, classical musician."

"It's nice to meet you. I wanted to go to your last concert, but unfortunately I was busy. I heard you sounded really good though."

"The concert hall was packed. I'm surprised ponies still like classical music," Octavia noticed that Trixie was walking off, "Trixie, where are you going?"

"Please Trixie, the fate of Equestria could rest on our hooves," Twilight said. Trixie stopped and turned slight to Twilight.

"Our hooves, don't you mean your hooves?" Trixie asked, this time meaning to sound harsh, "I'm just a regular unicorn trying her hardest to make a living. I'm not an Element of Harmony or anything like that."

"Right now we don't need Elements of Harmony though. What we need right now are ponies with a will to fight."

"What do you mean?" Octavia asked.

"Well, Princess Luna is organizing a team to fight the monsters, and right now, we need ponies who are willing to take arms. Ultimately I am hoping to get my friends to fight too, but right now I just want to know I'm not alone. I was really hoping that you would join MARES, Trixie."

"MARES? What kind of name is that?" Trixie asked, making Twilight look up awkwardly laughing.

"Apparently they had a disagreement on the names, so they came up with some other really long name that when abbreviated spells MARES. Anypony can join. Please Trixie, join MARES. Help me protect Canterlot."

Trixie turned around and glared at Twilight, "Why me?! Of all the ponies you could have chosen why did you have to come to me?!"

"You protected Spike and Sweetie Belle, and you already fought the monster last night. I know that inside of you is a hero, Trixie."

When Twilight said that, Trixie's head started hurting again. Once again she saw images of that monster, and somepony was in fact fighting it. She saw the motions, felt their power, and saw them destroy the monster. Who was it?

"Trixie? Are you okay?" Octavia asked trotting over to her.

"FORGET IT!!!" Trixie shouted, shocking both Twilight and Octavia.

"Trixie?" Twilight asked.

"YOU'RE WRONG!!! I'M NOT A HERO!!! ALL I AM IS TRIXIE!!! TRIXIE LULAMOON!!!" she started crying.

"Trixie, what's wrong?" Octavia asked, "You're scaring me."

"I can't help you!" Trixie sobbed, "I'm sorry!" she got up and galloped away, still in tears.

"Trixie!" Octavia called out. She ran after her a bit, but then stopped and just watched her run off. She then turned to Twilight, who was looking down in sadness.

Trixie ran all the way to Canterlot Park, where she fell to the ground and wept loudly, not even knowing why she was crying really. All she knew was she was for some reason, she was terrified.

The monster landed in the middle of Canterlot where Golza had fallen. It looked around, almost as if looking for something. Apparently it didn't see it, because it first frowned, and then roared loudly.

The monster then began firing yellow beams out of its eyes at the buildings of Canterlot. The ponies were already shooken up by the monster attack last night. Now a second one appeared. Ponies were already running away as the monster slashed at buildings, finishing the work of the monster before it.

* * * *

Twilight and Octavia were watching the monster from a distance. Octavia looked terrified, while Twilight looked really serious (still afraid, but she saw this before).

"Oh my... is that?!" Octavia asked, pointing a shaky hoof at the monster destroying Canterlot.

"Must have come here looking for its friend," Twilight reasoned after she noticed how angry this one seemed. It wasn't just destroying everything mindlessly. This monster actually had a purpose, and judging by how pissed it looked, that purpose was obviously revenge.

"Wh-what do we do?" Octavia asked.

"I don't think any of the vehicles MARES will be using are finished, but I know we have weapons," Twilight said looking at Octavia, "This monster doesn't look as strong as the last one, and it's obviously just upset. Be might be able to chase it away or even take it out ourselves. Assuming that... you're willing to..."

"Well let's go then!" Octavia said suddenly. Twilight looked taken aback of course, but she nodded all the same and lead Octavia to the castle.

Trixie had stopped crying when she saw the monster appear. Something in her heart was telling her that she needed to do something about it, but she didn't have any power. She almost died fighting the one from last night!

Wait... she almost died, but she didn't. Did somepony... save her...?

She groaned in pain as her head started throbbing again. It felt like she was trying to remember something...

"Damn it... DAMN IT!!!" Trixie screamed in frustration. What was going on with her? Was she going crazy or something?

She looked up and saw Twilight and Octavia running off in the distance. They were heading to the castle. Wait... was Octavia going to fight?! She was a civilian though! What could she possibly do?!

It's not about what she can do, just as long as she's doing something. You remember that feeling, right?

That voice in her head. It sounded so familiar. Was that the one who saved her? Whoever it was, they were right. Octavia must have been afraid, but she was still willing to fight. Yet here she was, cowering in fear of something she couldn't even identify.

Trixie straightened herself up, and then galloped after her friend. She didn't know how helpful she would be against the monster, but she just like Octavia, she had to do something.

She had to fight.

"Are these uniforms actually necessary?" Twilight asked as she and Octavia put on special red, white, and gold suits (Think GUTS from Ultraman Tiga).

"We want the people to know there is hope, so these uniforms will tell everypony who you are," Luna explained.

"I still can't believe you have a uniform in my size," Octavia said fastening the jacket of her uniform, "nor that you have one with my Cutie Mark on it," she continued looking at the pants that came with the uniform, which had her Cutie Mark right on her left flank.

"Don't question Princess Luna's logic," Twilight stated, "Just go with it."

"Now, as for the monster-" Luna started, interrupted by the doors slamming open. Everyone turned around and saw Trixie, standing on her hind legs, holding the doors open.

"I'm... fighting... too..." Trixie panted. Octavia looked really relieved, and Twilight smiled happily.

"Twilight Sparkle, do you know this pony?" Luna asked.

"I do Princess," Twilight said, "She and I are..." she was about to say "friends", but after what Trixie said earlier...

"I'm a friend of hers," Trixie said walking into the room. Twilight looked up in shock and turned to Trixie, who gave her a small smile before looking back at Luna.

"Very well, guards, get this azure pony a uniform as well. In the meantime," Luna pulled up a screen showing the monster attacking Canterlot again, "We have codenamed this monster Melba, after the ancient bird of destruction. From what we can tell of this creature, it's not physically as strong as the monster from last night, but as it can fly it's just as dangerous. You're first objective has to be the safety of the ponies."

"I can help with evacuations," Octavia said, "The people will listen to me anyway."

"Excellent, then Twilight and Trixie can get to work on attacking the monster. Use whatever means necessary to damage it. We'll try and get the MARES Wing-1 finished in time to help out, but until then I'm afraid you'll have to rely on weapons from the armory."

"Got it," Twilight said nodding. She looked over at Trixie and Octavia, Trixie now fastening her uniform and nodding to Twilight (her necklace still on over the uniform), "MARES, move out!" Twilight called out. Trixie and Octavia nodded and ran after Twilight.

The three of them grabbed blaster and hooked them to their sides (Octavia's was larger and more like a bazooka), and ran out of the castle to face their foe.

Melba was walking through Canterlot, firing at the ponies as they ran away. Octavia galloped through the crowd, stood on her hind legs, and began firing at Melba, shooting large white magic balls at it. Melba roared loudly, showing that the blasts actually did damage.

Octavia smiled in relief, and then turned to the citizens, "Everypony, begin making your way to the castle! You'll be safe there!"

It didn't take long. Now ponies were galloping to the castle. At the same time, Twilight and Trixie found higher ground and used their laser pistols (held by their magic) to fire at Melba. These attacks didn't do as much as Octavia's but they still hurt. Melba turned to them however, and fired yellow beams at them, forcing them to take cover.

"That might not have been a great idea," Twilight stated.

"Gee, ya think?!" Trixie scolded. She then took a peak out and saw Melba walking to where they were, "Shoot, he's coming over here now!"

"Split up and try to surround him! Maybe if we fire from both sides that will do more!" Twilight commanded. Trixie nodded and ran off, Twilight running in an opposite direction.

The two mares began firing at Melba while galloping away. Just as Twilight had predicted, Melba didn't know what to do, and it looked like he was taking more damage now.

After a second though, Melba spread it's wings and took to the skies. At first Trixie thought that he was running away, but when he began swooping back down she got scared.

Melba flew over both Twilight and Trixie firing his eye beams at them, knocking both of them to the ground.

"I didn't think he was that smart! These monsters can learn!" Twilight reasoned, now seeing how dangerous a foe these were. She then began looking up at the sky, apparently searching for something. Trixie was confused so she ran over to her.

"Looking for an angel up there?" Trixie asked helping Twilight up.

"Ultramare has to see this! She has to be coming!" Twilight said.

"Ultramare again? Twilight, I don't know if-"

Twilight grabbed Trixie's jacket earnestly, "I know my dream meant something! Ultramare will get here, and she'll save us!"

Trixie thought Twilight was being silly at first, but looking into her eyes made Trixie realize that she actually believed in this "Ultramare". Until she decided to show herself though, they needed to keep going.

"Twilight Sparkle, Trixie, the MARES Wing-1 is ready!" they heard Luna say from their helmets, "One of you need to get here to pilot it!"

Trixie nodded and looked at Twilight, "You go and retrieve it! I'll hold it off!"

"But I can't leave you alone!" Twilight shouted.

"I'll be fine! But-" Trixie stopped and looked down thinking before she continued, "I don't know what you see in this Ultramare, but if she is coming then we need to hold out until she gets here! We can't stop fighting! Even if we can only do a little, we have to do what we can!"

Twilight looked down thinking about that, and then nodded to Trixie, "Be careful Trixie," she urged. Trixie nodded and let Twilight run off. She turned to face the monster, now alone. That familiar feeling from last night returned to her, uncertain if she would survive, but this time she had a weapon better than just her horn.

She fired at Melba again with her laser, but Melba flew straight up and out of the way. He then came back down and fired his beams at Trixie, who fell back from the blast.

"What do I do now?" she asked feeling hopeless, "I can't beat this thing alone!"

You aren't alone anymore. I can help you.

Trixie looked up hearing that voice. She then felt that sharp pain in her head, remembering the events from last night. She remembered the entity in the light that saved her, she remembered the fight, and she remembered how she defeated it.

Right... that glowing entity asked for Trixie's help in return for reviving her. That help... did the entity want Trixie's help in fighting the monsters?

Almost as if answering her silent question, the orb in the necklace began to flash white. That was where Ultramare was. She was inside the necklace. No... she was inside Trixie!

"Y-you want me t-to fight that thing?!" Trixie asked, shaking as she looked at Melba stalking over her. The necklace wouldn't stop glowing, as if saying yes, "But I don't know if I can... Not by myself..." but then she remembered the voice in her head, saying that she wasn't alone, and she remembered Octavia and Twilight. They would be fighting with her.

That's not all, this glowing entity, Ultramare, she'd be with her as well.

Trixie took a deep breath, got up, and backed away from Melba, looking at him straight in the eyes. She knew what she had to do. Just like last night, she had to become one with Ultramare's light. She had to face this thing, as Ultramare.

"Okay then, you said you'd be with me right?" Trixie asked the entity, "Well then, let's do this, together!"

Trixie's horn began to glow, and she ran back towards Melba, screaming. She then noticed a bright light right above her, and jumped in, allowing herself to become one with it. She then felt something change within her, and around her.

The light grew, and Melba stepped back from the light, but when he looked ahead as the light died down, he didn't see Trixie standing there.

Standing proudly, looking at him right in the eyes, was Ultramare.

Melba roared swinging his claws around while Ultramare stood in her fighting stance watching him. Melba ran over to Ultramare and began swinging his arms trying to slash Ultramare, who moved out of the way of each swing. She then grabbed his arm and elbowed him in the stomach hard.

When Melba fell back, Ultramare jumped over to Melba and grabbed his shoulders, and then wrestled him a bit until she was able to throw Melba onto the ground. While he was on the ground Ultramare tried to jump onto him, but Melba spread his wings to knock her down. Ultramare got up and braced herself for Melba's next attack, which came in the form of his eye lasers.

Ultramare was able to roll to the side out of the way of the attack, but when she stood up she saw Melba flying toward her. He tackled Ultramare, knocking her to the ground. When she got up, Melba flew in the other direction and did the same attack, but this time Ultramare stood her ground. She turned around and held her arms out. She then brought them up above her, brought them to her side, and then through her left arm out firing a white dart at Melba. It hit his wing and knocked him to the ground.

Ultramare then ran over Melba and punched him three times, followed by a kick to the side. She then did a spin kick knocking Melba back. Melba recovered and then ran over to Ultramare, slashing wildly. This time, Ultramare took a slash in the shoulder, and Melba then fired into her chest, knocking her to the ground.

Twilight and Octavia were flying back to the scene, now riding in a red and gold fighter jet. Octavia sitting in the back seat.

"Twilight, is that Ultramare?" Octavia asked as they flew to the fight.

"Yes it is, and it looks like she needs support. Can you fly us closer?"

"Consider it done."

Ultramare got up, but but had to roll out of the way as Melba flew past her trying to tackle her again. He got her from behind, causing her to fall forward, and he then flew back around and fired his eye beams at her, doing extra damage. When she got up, she noticed the blue light on her chest was flashing red.

Melba was about to swoop back around, but MARES Wing-1 fired at Melba causing him to crash into the ground hard. Ultramare looked up in surprise at the tiny jet flying around her.

"Ultramare, are you okay?" Twilight asked. Ultramare nodded and then got in a fighting stance readying herself for round two. Melba got up, and roared angrily before charging at her again. Melba swung his claw at Ultramare, who rolled behind Melba. She then stood up and slammed her fist into Melba's back hard, and then kicked Melba in the back.

Melba spread his wings and was about to take to the skies again, but this time MARES Wing-1 fired at one of the wings, damaging it beyond use. Melba fell onto the ground hard, and Ultramare jumped onto his back and began pounding him. Eventually Ultramare got up, allowing Melba to stand. It looked like Melba was on his last legs, so Ultramare could end this.

Ultramare charged up magic into her arms, and then threw them out to her side. She brought them together in a cross, and fired her white beam of light at Melba, who exploded seconds after being hit.

Everypony was gathered around and was now cheering loudly. MARESS Wing-1 landed and Twilight and Octavia ran out to join the crowd. Octavia was cheering loudly as well, while Twilight looked up at Ultramare with a smile. This time, Ultramare stuck around long enough to meet eyes with Twilight.

Twilight mouthed out "thank you" to Ultramare. Ultramare nodded, and then jumped up, flying off into the sunset.

Octavia stopped cheering and looked around, "Um, Twilight? Where did Trixie go?" Octavia asked, sounding a little afraid now.

"Oh no, Trixie!" now Twilight was worried, "What if Melba hurt her?! We need to-"

"Heeeeeeey!" they heard behind them. They turned around and saw Trixie happily galloping over to them.

"Trixie!" they both called out happily, galloping over to her, knocking her down from their weight as they both hugged her.

"You guys!" Trixie said laughing.

"We were so worried! We thought that you were-" Octavia started.

"It's fine. Ultramare appeared out of nowhere and took on Melba. I watched over there where it was safe," Trixie explained.

"Thank Celestia you were safe," Octavia said, wiping away tears. Apparently the shock of almost losing her best friend twice in one day was a lot for her. They got up, and Twilight stepped away from Trixie looking down.

"Trixie, I'm sorry about ruining your life," Twilight said, "I never meant to make you suffer. If I had known you would suffer because of me-" Trixie hugged Twilight, stopping her.

"I'm sorry for being so harsh to you earlier," Trixie said softly, "I'd love to be friends with you."

Twilight smiled and returned Trixie's hug. Octavia looked at the scene with a smile, happy to see her friend reach out to another pony for once.

When they returned to the castle, Trixie stood out on a balcony looking at the necklace, which she silently felt like calling the Element of Light. Looking at it, and remembering who came to her aid, she couldn't help but smile.

"It'll be our secret, partner," she said. She put the Element of Light back on her neck, and walked back into the castle, now ready to accept her new life in MARES...

And as the Ultramare...

The Last Song

This means "in show" narration. Doing this to truly capture the Ultraman feel of the story.

The Last Song

Ultramare vs Kille (Ultraman Tiga)

A unicorn pony with a microphone in his ear was running back stage, frantic. As usual, Vinyl was cutting it close. She was going on stage in a matter of minutes, yet she was still in her dressing room.

"For Faust's sake, she doesn't even wear clothes!" he said to himself, "Make sure those lights are at the right level!" he shouted to the rodies, "Vinyl doesn't like the lights blasting in her eyes! Sheesh, where is she?"

In her dressing room, Vinyl was kneeling, using her magic to hold up her small rosery with a quill at the end. Her eyes closed, she silently thanked Faust for all of the wonderful things in her life; her fans, her Cutie Mark, her great ear for music, her looks, and of course her friends. She ended her silent prayer with a soft "amen", crossed herself, and stood up. She opened her crimson eyes, turned and walked over to the door of her dressing room, using her magic to grab and put on her purple sunglasses.

"You are cutting it too close this time, Vinyl," the frantic unicorn said walking over to her as she made her way to the lift to her stage.

"Sorry hun, but Faust and I were having a good talk," Vinyl stated.

"Seriously, I get that you're a devout Celestian, but this is supposed to be a major concert. This is the last day of your tour, so you have to take this seriously."

"I am taking it seriously. The difference between you and me, you're here for the money, and I'm here for the ponies out there waiting to hear me play," she frowned, "Besides, this isn't just the last day of my tour. I'm taking a break from performing after this."

"Wh-what?!" her manager asked. She didn't even grace him with an answer, as she was now on the lift, and was raising up to the stage.

She could hear the crowd chanting her stage name Pon-3. It used to invigorate her, but these days their chants only reminded her of the double life she lead. Before she reached the top, she took a deep breath, and put on a confident smirk just as she reached the top.

"HELLO HOOFINGTON!!!! ARE YOU PONIES READY TO ROCK?!!!" the loud cheering from the crowd left Vinyl invigorated. This was the original reason why she wanted to become a DJ/pop star. Why she loved making tunes and singing. It was for them, her beloved fans.

I'll miss you all so much after this concert.

Sometime after the fight against Melba, the ponies of MARES are met by Applejack and Rainbow Dash. The two ponies were eager to join MARES, and were immediately put to work by Princess Luna, who has identified unusual activity around Hoofington. Currently, MARES has been dispatched to investigate.

Two jets were making their way to Hoofington. One jet was the MARES Wing #1 piloted by Trixie and Octavia. The second jet was the newest weapon the MARES Wing #2, a larger jet that could house up to five ponies comfortably, currently being piloted by Twilight, Rainbow Dash, and Applejack. They had two jets so A) in case they needed to fight they would have more fire power, but also B) so that Twilight could speak to her friends in private.

"Thanks for coming guys," Twilight said from the main cockpit, "I'm sorry you had to be put right into action after joining."

"Nah, think nothin of it," Applejack stated from the copilot seat, "We were ready ta fight the second we walked in the door," she looked out the window seriously, "Ah jus' wish Rarity, Fluttershy, and Pinkie Pie would snap out of it and help too."

"Ahh, let em keep being weird," Rainbow Dash said leaning back in her seat at the navigation table, "At least we're here, right? Speaking of which, why are those two still here?" she asked pointing out to the MARES Wing #1, where Trixie and Octavia were.

"Rainbow Dash, it's like Twilight said, we need all the help we can get," Applejack said,"Though Ah am a little shocked that they're so willin ta fight, 'specially Lulamoon."

"And what's up with that necklace she's wearing?" Rainbow Dash asked, "A bootlegged copy of an Element of Harmony? Is that her next bit?"

"Dash, be nice," Twilight shot at her friend, "Trixie is changed now. She was a big help in the fight against Melba. I don't know where that necklace came from, but I think it's the real deal."

"Did ya ask her where she got it?" Applejack asked.

"Once, but she told me that she didn't know. It just appeared around her neck. It might be a missing Element or something."

"Yeah, well I don't like it," Rainbow Dash looked out at the jet flying next to them, "The sooner we can convince the others to join us, the sooner we can shoot the giant rainbow thingy out and start picking these things off one by one, and we can say good bye to Trixie and her girlfriend over there."

"Trixie and Octavia are just friends," Twilight said, "and what do you have against Octavia?"

"She's a civilian, she shouldn't be here," Rainbow Dash said seriously, "We can't get other ponies involved with us. Remember the incident? We made a decision that day to-"

Twilight sighed sadly, "I remember. That's why I really want them to be a part of this. This time, we can't make the same mistakes."

Rainbow Dash groaned silently and sat back down. Twilight turned to Applejack, who just closed her eyes and turned away. Twilight looked down in sadness before focusing on where she was going. Ever since that day, none of them were quite the same.

A few minutes later, both jets landed outside Hoofington. Twilight, Rainbow Dash, and Applejack stepped out in their uniforms, and they saw Trixie and Octavia standing at the gate waiting for them, also wearing their uniforms, but Trixie was wearing her necklace, which made Rainbow Dash frown.

"Hmph," she said glaring at Trixie before the three of them walked over to their fellow MARES officers.

"Princess Luna told us to set up base here in Hoofington for a few days to investigate the strange energy signatures," Twilight explained.

"Mmm, just tell me where the bar is and I'll start there," Octavia said stretching, "Honestly I haven't had a drink in days, and that flight was exhausting."

"Um, by days, don't you mean three?" Trixie asked.

"Hey, that's a long time for me," Octavia defended.

"Ah think it might be best if we wait till after the mission before we start relaxin," Applejack stated.

"I don't know, AJ, I sort of think Octi over here has the right idea," Rainbow Dash said, not noticing the look on Octavia's face, who apparently didn't appreciate the nickname Rainbow Dash gave her.

"We were flying for a while," Twilight reasoned, "We don't have to get started right away, and it is late. Applejack, how about you and I get rooms at the hotel, and everyone else can go relax. We'll meet back up at the hotel at ten o'clock."

"In that case," Octavia began, "all in favor of going to the bar, say I."

"I," both Octavia and Rainbow Dash shouted at the same time, much to Trixie's dismay.

"Great, and she looks like she can hold her liquor so well..." Trixie groaned sadly.

"Have fun, you three," Twilight said.

"Try not ta get too hammered, ya hear?" Applejack said, making Trixie sigh in frustration.

"You don't have to worry about me," Trixie stated, "It's Octavia you need to watch out for."

Even still, the azure pony was pulled off by her gray coated friend. Rainbow Dash shook her head and ran after them. After laughing for a bit, Twilight and Applejack walked to the hotel.

When Trixie, Octavia, and Rainbow Dash turned the corner, they were met by a pretty white pony with a neon blue mane and tail, red eyes, and a serious glare. She was staring right at Trixie and Octavia, who returned the serious glare.

"You two have got some nerve coming to this town," the white pony said seriously.

"Gee, I thought after all these years we'd be forgiven," Trixie said arrogantly.

"You think I forgot?" the white pony said angrily, turning away, "I could never forget what you two did to me."

"You got what you deserved, witch," Octavia said somberly, "Ponies who abuse magic must be punished."

"Well, then I guess it's a good thing that I finally regained my powers," the white pony said giving them an evil smirk, "Retribution waits for the two of you now, and soon, the world will be mine."

"Not if we have anything to say about it!" Trixie said getting in a fighting stance along with Octavia. The white pony also got in a fighting stance. For a few seconds they just stood there doing nothing, leaving Rainbow Dash confused. Eventually, the three of them dropped their hooves and smiled at each other.

"You two actually remembered that?" the white pony said.

"That was our favorite book," Trixie said, "It was the first book we read all the way through together."

"Twenty years ago, right?" Octavia asked, "It's been a long time."

"Too long," the white pony said. After another second, the three of them screamed loudly, and ran over to each other and embraced, laughing and jumping around. Now Rainbow Dash was really confused.

"It's so great to see you guys!" the white pony said.

"You look great Vinyl!" Octavia said.

"You too, both of you!" the pony revealed to be Vinyl said. The three friends stepped away from each other still smiling, "And what's this? Trixie Lulamoon without her famous hat and cape?"

"They didn't look right with the uniform," Trixie explained, "But hey, the helmet looks cool, right?"

"On you, but your uniform makes your flank look a little thick," Vinyl said frankly to Octavia. Octavia made an annoyed sound and turned her nose in the air.

"The reason my flank looks large is because I spend so much time on my hind legs. What you call fat, I call muscle."

"Whatever," Vinyl said hunching forward a bit and wagging her tail, giving Octavia a suggestive smile, "You're just trying to cover up how mad you are that I'm still sexier than both of you."

Trixie laughed arrogantly, "You jest, Vinyl, for you see, it's quite obvious that I am in fact the sexiest."

Octavia looked at Trixie like she was crazy, "You're joking, right? You must be joking. Clearly I'm-"

"Ahem!" Rainbow Dash called out, catching the three friends off guard, "Hi, still here. Remember me?"

"Hey, I know you!" Vinyl said galloping over to Rainbow Dash, "You're Rainbow Dash, Element of Loyalty and current second in command of the Wonderbolts!"

Rainbow Dash apparently forgot why she was annoyed and laughed arrogantly, "Yeah, well you know, it ain't easy being awesome, but I make it look so good."

"It's an honor," Vinyl held out a hoof, "I'm Vinyl Scratch."

"Nice to... meet... you... OH MY FAUST!!!" Rainbow Dash shouted, "You're DJ Pon-3!!! I didn't recognize you without the glasses!!!"

"You'd be surprised how many ponies are the same way. But I am only DJ Pon-3 with the shades. Right now, I'm just Vinyl," Vinyl turned to Trixie and Octavia, "So why are you guys here with an Element of Harmony? And what's with the uniforms?"

"It's a long story," Trixie said, "Why don't we talk in the bar?"

When they got to the bar, naturally Octavia began chugging liqour like it was fruit punch. Rainbow Dash was sitting between Octavia and Vinyl, partially so she can monitor Octavia's drinking, but mostly so she could keep an eye on Trixie, as she spoke to Vinyl.

"So you guys think it's centered around here?" Vinyl asked.

"That's what Twilight said," Trixie explained, "I can't give out all the details, but there's a major chance that Hoofington could be in danger."

"That's bad, I hope my fans will be okay," Vinyl said looking down seriously.

"How is your career anyway? Yesterday was the last concert of your tour, right?"

"Yeah, among other things," Vinyl said taking a sip of her tea, "I'm stepping out of show business."

Trixie almost chocked on her drink before looking at Vinyl like she grew a second head, "Excuse me?!"

"I just don't enjoy it like I used to. It's weird, but ever since the Equestrian Evolution of Magic, I feel like the music has lost it's meaning to me. It feels like there's something I'm supposed to be doing with my life right now."

Rainbow Dash looked down seriously hearing that, "Damn it," she said to herself.

"But what are you going to do?" Trixie asked.

"You should join MARES...." Octavia said loopily, catching everyone involved off guard, "It'll be fun... you... me... Trixie... the three of us... reunited..." she raised her glass as if everyone was with her, "Bring back the Three Musketeers! All for one, and one for all! Whoo!" she chugged her third drink.

"Sheesh, and I thought I was bad," Rainbow Dash said shaking her head.

"Well, it's good to see she's still her wild self," Vinyl said laughing with Trixie, "But join MARES, huh? I don't know, should I join?"

"The defense of Equestria should be handled by the Elements of Harmony and only the Elements of Harmony. Civilians should stay out of our way," Rainbow Dash stated, looking right at Trixie. She then got up and walked out of the bar.

"I'll be right back," Trixie said to Vinyl before trotting out of the bar to catch up with Rainbow Dash.

"Hey! Dash!" Trixie called out, stopping Rainbow Dash, who stopped and turned around.

"What?" Rainbow Dash asked harshly.

"Do we have a problem or something? Ever since you and Applejack joined MARES you've been giving me dirty looks, and just now, I have this feeling that what you just said to Vinyl was meant for me."

"Gee, where on Earth did you get that idea?" Rainbow Dash spat walking over to Trixie.

"Maybe the part where you were looking right at me gave it away, I don't know. Seriously, what is your problem with me?"

"My problem is you thinking you can be some hot shot hero, walking around with that cheap copy of an Element around your neck! What, is that your newest trick?! Are you masquerading as one of us now?!"

"You don't know a damn thing about me! I'm not explaining myself to you, but I'm not taking my necklace off!"

"Then go play hero somewhere else! Leave the real fighting to the real Elements!"

"I'm not trying to be a hero! I'm just trying to do the best I can to help ponies! If you don't like me here, then too bad! It's bad enough that I'm homeless now, thank you very much!"

That hit a nerve, and Rainbow Dash glared at Trixie, "Oh, are you saying that it's my fault that you're a has been?"

"Not everypony looks at the Equestrian Evolution of Magic as some big miracle," Trixie said angrily, returning Rainbow Dash's glare, "This world was just fine without you and your friends bucking it up. As far as I see it, you're just a self righteous bitch who thinks that you have the right to decide the fate of the whole world just because of that necklace around your neck."

It happened too fast. Rainbow Dash immediately punched Trixie hard in the face, knocking her down. Trixie got up, and returned the gesture by lunging at Rainbow Dash and knocking her to the ground. The two mares rolled on the ground for a few seconds trading blows, until two ponies ran up to them and broke them up, both of them wearing MARES uniforms.

"Both of you STOP IT!" Twilight shouted pushing Trixie back.

"Honestly, Ah expected better from ya'll!" Applejack shouted, pushing Rainbow Dash back, "Ain't we supposed ta be a team?!"

"That's right! We are!" Rainbow Dash shouted pushing Applejack off of her, "You, me, Twilight, Rarity, Pinkie Pie, and Fluttershy, we're supposed to be a team! That one right there," she was referring to Trixie, "She's not a pony I plan on working with!"

"Yeah? The feeling is mutual!" Trixie shouted.

"Dash, Trixie, come on!" Twilight urged, "We're still on a mission here! Let's worry about our personal issues after we make sure Hoofington is safe!"

Dash scoffed and turned around, walking away. Twilight turned to Trixie and looked at her making sure she was okay, "Are you hurt?"

"Yeah, I am," Trixie said harshly looking at Twilight, "I'm sorry, but I don't think this is going to work out."

"Trixie, what are you talking about?" Twilight asked.

"I'll finish this mission, but after that you guys are on your own. It's clear that I'm not wanted here," she was about to walk back into the bar, but Applejack grabbed her leg stopping her.

"We need everypony ta lend a hoof if they can," Applejack said, "Even if ya ain't an Element of Harmony."

Trixie sighed, lightly pulled her leg free, and trotted back into the bar. Twilight looked really upset, but Applejack was looking back at the direction Rainbow Dash trotted off from.

When Trixie got back in the bar, Octavia was on her fifth drink, and looking like she was about to hit her limit. Vinyl looked over at Trixie, and ran over to her when she saw the bruise on her face.

"Trixie! What happened? Are you okay?" Vinyl asked.

"I just need a drink and I'll be fine," Trixie said walking over to the counter, "Hey, I'll have whatever she was drinking," she said to the bartender, referring to her drunken friend.

"It's going to be fine..." Octavia said, "Whatever happened... it's only a problem... if you let it... become one..."

"Yeah, at least one good thing happened today," Trixie said as Vinyl sat down on her other side, "At least I have you guys."

Before she could even begin to take a sip of her drink, she got really emotional and actually started to cry a bit. Both Vinyl and Octavia (despite being drunk) noticed that and put their forelegs around Trixie, comforting her.

At least her best friends cared about her.

Unknown to everypony on the surface. A red fireball was flying underground, making it's way to Hoofington. On the surface, Vinyl's manager was walking through the park thinking to himself.

"The last concert, huh? Oh no, Miss Scratch, we can't let that happen. We still need you," he said, his eyes glowing sinister yellow.

The next day, Vinyl trotted over to her trailer. Since she gave her last concert two nights ago, it was time for her to pack up. She was putting her records in boxes when she turned to the side and saw her sunglasses lying on a desk. She went to the glasses and held them in her hooves, remembering the last concert Octavia was able to go to.

Three months ago

"Vinyl, I have to ask you," Octavia asked as they walked to Vinyl's trailer, "Why don't you like anyone to call you DJ Pon-3 when you're not on stage?"

"I don't know. I guess because that's not who I am," Vinyl explained, looking up at the glasses resting on her horn, "When I put these on, that's when I become DJ Pon-3."

"Only when you wear those glasses? Why do you wear them on stage? It's usually so dark, except for the lights flashing around you."

"Eyes are the window to the soul," Vinyl began, "This way no one can see what's really going on in my head. I can be who the crowd wants me to be, and they'll never see the fear in my eyes."

"You're afraid to show them the real you?" Octavia asked looking down sadly.

"You know how that feels, right?" Vinyl asked looking up with a sad smile, "Not being able to show ponies the real you? Truth is, I'm a coward. I can't even put on a fake persona like you. Everyone looks at DJ Pon-3 and expects her to be this rowdy, strong, loud pony with a heart of gold and nerves of steel: somepony I'm not in the slightest."

"I wonder, out of the three of us, you, me, and Trixie, which one really is the coward. The one who puts up a front, the one who drowns out her sorrows, or the one who runs from everything," Octavia said.

Vinyl gave a small, pitiful, laugh, "We're a mess, aren't we? All three of us."

"That's why we're such good friends though," Octavia said, "We can all do the one thing the other two are afraid to do. At least Trixie is genuine with herself."

"Yeah, she's not living a double life like us."

The two friends walked closer to each other, letting their tails hit each other as a sign of affection.

"I guess it's time to say good bye, huh?" Vinyl said sadly to the sunglasses. She put them in a small box and closed it. She took a relieved breath and decided to get some fresh air. Outside though she saw something that made her see red.

A poster... with her on it.

"DJ Pon-3's farewell concert?! Tonight at Hoofington Stadium?! That BASTARD!!!" she stormed off to her manager's office. She pushed right past the security and the secretary, going right up to the pony she really wanted to punch in the face.

"We need to talk!" Vinyl shouted.

"I'm assuming you saw the posters then?" her manager said with his tail turned to Vinyl, looking out the window.

"First of all, there's no way to get tickets out on such short notice, and second of all, I said that two days ago was my last show!"

"I apologize, but my master has other plans for you. You see, you're so well known, just knowing that you're going to be there will draw in the largest crowd."

"So this is about the money?! Shit, it's ponies like you that make me want to quit show business!"

"Tell me, Vinyl, where on the poster did you see a price?" he asked, making Vinyl stop. She didn't see a price on the poster.

"But then, why-"

"Like it said on the poster, this is you're farewell concert. You're saying farewell to not only your fans, but your life," he turned around and Vinyl saw his eyes were glowing yellow, "You and all of Hoofington will make excellent vessels for the Kille."

"Wh-what? NO!" she turned around and tried to run, but the door slammed shut and wouldn't open. She banged on the door frantically, tears of fear in her eyes, "HEY! SOMEBODY HELP!"

"Everyone here has already been taken by the Kille," the manager stated, using his magic to make ropes come out of his desk. The roped shot out at Vinyl and wrapped themselves around her back legs, and a few more wrapped themselves around her forelegs and began pulling her back over to the manager. Vinyl struggled the entire time, crying and screaming, hoping that somepony would hear her screams. Her manager turned her around to face him and pointed his horn to hers.

"Shh..." he cooed, shining a light from his horn as she cried, "It'll all be over soon."

"No..." that was th elast thing she said before her world went black.

DJ Pon-3!

DJ Pon-3!

DJ Pon-3!

That sounded familar. Her beloved fans chanting her name. That was a sound that used to invigorate her, but these days...

These... days...?

Vinyl's eyes shot open when she realized where she was. She was on the lift to the stage, and it was already going up. She tried to move, but her feet stopped where they were, chained to the floor of the lift. She also felt something cold on her horn. What was going on?

When she made it to the top of the lift she was horrified to see so many ponies in the stadium.

"No! You shouldn't-"

"HELLO HOOFINGTON!!!" her voice sounded out of nowhere. No... it was the voice of DJ Pon-3. The manager had recorded her voice!

"THIS IS GOING TO BE A BLAST!!! ARE YOU PONIES READY TO PARTY!!!"

Everyone cheered loudly. Normally Vinyl would be smiling hearing that, but this time she was horrified.

"You need to run away!" she screamed, her voice being drowned out by their cheers, "Something's wrong! That isn't me!" the thing on her horn activated, forcing magic to pour out and take control of the turn table in front of her. The amount of magic was excruciating, but the tears in her eyes weren't for the pain in her head. It was for her fans, and how they were so close to death right now.

"Stop it!" she cried, "Please stop this! Don't hurt them! Take me, just leave them alone!" no one answered her pleas. It seemed hopeless, and she was losing magic fast. Feeling like all hope was lost, she did the one thing she knew would yield results.

"Lord Faust..." she sobbed, "I don't care about me... just please save them... don't let this monster kill them... please...!"

"What in the world?!" Applejack asked as MARES Wing #2 flew over the stadium, "Twilight, everypony in Hoofington is in that stadium!"

"I see it!" Twilight said from the main cockpit, "Octavia, can you get anything from the stadium?"

"Not from the stadium," Octavia stated, "But I am getting a strange signal from out of Hoofington. Something with a heat signature of five hundred degrees Fahrenheit is approaching Hoofington at high speed. At this speed and trajectory, it should be under the stadium in twenty minutes."

"What in tarnation is goin on down there?!"

"It looks like a show," Rainbow Dash said over the radio, both she and Trixie in MARES Wing #1, "Somepony knows how to draw in a crowd, I'll tell you that," Rainbow Dash slightly turned to Trixie, "Unlike somepony here."

Trixie glared at Rainbow Dash, fighting the urge to kick her for that.

"Focus, you two," Twilight commanded from MARES Wing #2, "We need to get a closer look at that stadium. Trixie, try to fly in close. I need to know who's heading that show."

"Got it," Trixie said, flying the MARES Wing #1 closer to the stadium. Once there, she and Rainbow Dash got a clear image of the pony on stage, "Vinyl?!"

That caught Octavia's attention, "Vinyl? She's leading the show?"

"Who's Vinyl?" Twilight asked.

"She's a friend of me and Trixie's, we grew up together. You guys know her as DJ Pon-3," Octavia explained.

"But she said that last show was her last one," Trixie stated, "She was giving up show business. Why would she... huh?" Trixie looked on the stage and saw Vinyl fall down unconscious, but the music kept playing, "Guys, something is wrong! I think Vinyl just fainted!"

"What?!" Twilight excalimed looking at Applejack and Octavia, both of them getting worried. Trixie sat back in her seat in the MARES Wing #1 getting anxious, and she even noticed Rainbow Dash breath out in frustration.

The audience noticed how Vinyl fell out, and were now getting worried. Some of them started to make their way to the doors to escape, but the doors were sealed shut. After a few minutes it escalated into full blown panic, as they realized that they were trapped.

The manager was watching this with an evil smile. His plan was working too perfectly.

"Yes. Soon you will all become carriers of the Kille. All that's left is to bring the Ultramare here and we'll destroy her along with the light of this world."

"Trixie, you, Applejack, and Dash need to get the hostages out of there!" Twilight commanded, getting a nod from Trixie, "Octavia, you and I will take the MARES Wing #1 and fire a neutralizer over that heat signature!"

"It's moving at a fast pace!" Octavia stated, "At this speed we'll only have a small window to hit it, and we'll have to wait until it's in Hoofington!"

"Then we better get to work!" Twilight said.

"Twilight, are ya sure 'bout this?" Applejack said, "Puttin those two tagether after last night?"

"That's why I need you there Applejack," Twilight said, "You need to act as a mediator in case things get ugly," Applejack nodded seriously, and Twilight turned to the team, "Alright, MARES, move out!"

"ROGER!" they all shouted at the same time and ran to their positions.

Trixie, Applejack, and Rainbow Dash began making their way to the main entrance, which was guarded by two ponies in security uniforms. There was a banging on the door, which was locked from the outside.

That looked suspicious. Applejack looked at Rainbow Dash and Trixie, confirming that they felt the same way, and they ran out with their blasters pointed at the ponies (Trixie held hers with magic, Applejack stood on her hind legs and held in between her hooves, and Rainbow Dash was hovering holding hers in the same manner as Applejack).

"Alright, don't move!" Applejack commanded. The pony guards looked at the MARES officers, their eyes glowing yellow. Trixie was wide eyed, but Applejack and Rainbow Dash looked at each other.

"AJ, you see this?" Rainbow Dash asked. Applejack sighed.

"Yeah, it's the same as four years ago. Looks like they are back," Applejack said, confusing Trixie.

"Four years ago? The same time as the-" Trixie began.

"If you want to run away, now's the time," Rainbow Dash said giving Trixie a slight glare, "I'll still call you a coward and hold it against you."

"Dash, now ain't the time," Applejack stated, "Trixie, Ah understand if things 're lookin scary right now, but-"

"Just tell me who to shoot and I'll be fine," Trixie stated looking forward at the guards approaching them. Applejack smiled in relief and looked forward.

"Blasters won't do much against 'em now!" Applejack said, "Dash, you an' me will fight hoof to hoof! Trixie, get that door open!"

"Right!" Trixie shouted.

"Roger that!" Rainbow Das shouted.

"MARES, move out!" Applejack commanded. She and Rainbow Dash ran over to the ponies and began fighting them, Rainbow Dash using pegasi martial arts, Applejack using more brawler tactics.

MARES Wing #1 was flying over Hoofington, waiting for the heat signature to hit Hoofington.

"How long until it hits?" Twilight asked.

"We have two more minutes," Octavia said calmly, but Twilight could tell she was really scared, "Twilight, we only have one shot."

"I know," Twilight said equally calmly, but equally scared.

"If you don't hit this, then Hoofington is-"

"I'll hit it," Twilight stated simply, "I promise, I'll hit the target."

Octavia nodded and looked back at the radar, showing something heading toward Hoofington at high speed.

There was a loud sound outside, making everyone step away from the door. Soon it opened revealing Trixie outside.

"Everyone, get out of here, quickly!" Trixie commanded moving to the side, letting everypony run past her. The ponies that Rainbow Dash and Applejack were fighting looked back at the crowd, and were trampled by the panicking ponies (Rainbow Dash and Applejack moved out of the way).

Rainbow Dash and Applejack ran over to Trixie, "Good job Trixie!" Applejack said.

"I'm just trying to do my part, even if it's small," Trixie said looking right at Rainbow Dash, who actually looked away in shame.

"This isn't over yet Elements of Harmony!" they heard above them. Standing on the roof was Vinyl's manager, "Even if this plan is stopped, the Kille will live on! After all, we still have Vinyl Scratch trapped inside! She'll make an excellent carrier for the Kille! Long live the Kille!" he shouted, suddenly engulfed in a flame. He was then replaced by a gray giant with a slim build.

"Damn it!" Rainbow Dash shouted, "Now what?!"

Trixie looked inside and saw Vinyl lying on the floor of the stage, "You guys keep it busy! I'll rescue Vinyl!"

"Nu uh! You are not using this as an excuse to be a hero!" Rainbow Dash shouted, "This is serious business! You can't use this as a chance to stroke your ego!"

"I'm not trying to stroke my ego Rainbow Dash!" Trixie shouted in response, "And I don't want to be a hero! The mare trapped in there is one of my best friends, and I'll be DAMNED if I let that freak turn her into some slave! I'm fighting right now for HER!"

That shocked Rainbow Dash. Even she could see that Trixie was sincere. Applejack stepped in and took Rainbow Dash's foreleg.

"Let her handle it. If it were one of our friends you'd do the same," Applejack reasoned. Rainbow Dash obviously hated it, really hated it, but she nodded and flew off to MARES Wing #2. Applejack looked at Trixie seriously, "Don't die, ya hear? That's an order."

Trixie nodded and ran inside the stadium. Applejack ran after Rainbow Dash.

"Twilight, it's coming!" Octavia said, "Get ready to fire on my count!"

Twilight nodded and tightened her hooves over the fire button. The neutralizer came out from under MARES Wing #1, ready to fire.

"5"

Trixie was running over to the stage, but the giant Kille was firing flames from his hands at her slowing her down. MARES Wing #2 flew into view and began firing at the Kille. It took the hit, but then swipped at MARES Wing #2 forcing it to fly away.

"4"

Trixie kept running, frantic as she knew the heat signature was also on its way.

"VINYL! WAKE UP!" she shouted, "VINYL!"

"3"

"Tri...xie...?" Vinyl was slowly waking up, but she was so out of magic that she could barely see, "Run away... please..." she said softly before she fainted again.

"2"

I can't lose her! I have to save her no matter what!

As Trixie ran, the Element of Light began flashing around her neck.

"1"

"VYYYYYYNNAAAAAAAALLLLLL!!!!!!!!" Trixie shouted, activating her horn. She then jumped straight into the air, becoming one with the light. At the same time, the Kille fired another flame into the stadium, destroying it.

"FIRE!" Octavia shouted. Twilight fired a purple pulse right on the ground, hitting the fire ball and destroying it right before it hit Hoofington, "Target nutralized. We did it. We saved Hoofington," Octavia said sighing in relief.

"My Faust..." Twilight sighed, resting her head on the dashboard. She knew that the fight wasn't over, but she needed to take a breather. She wouldn't tell Octavia this at all, but she was almost sure she had missed that. She hesitated one second.

Ultramare jumped and flipped in the air, landing a bit of a ways from the stadium's remains. She opened her hand and looked at the white mare lying unconscious. She nodded and set her down onto the ground, at the same time as MARES Wing #2 landed close by. Rainbow Dash and Applejack ran over to Vinyl and looked up at Ultramare, both of them shocked and not knowing what to do.

"Celestia..." Rainbow Dash said in awe, "This is... the Ultramare?"

"Ah guess so... glad she's on our side," Applejack said looking in the Ultramare's almond eyes. If she didn't know better, she almost recognized that intense glare.

Ultramare stood up, and turned to face her opponent. The Kille roared at her and got in a savage fighting stance. Ultramare got in her fighting stance, and the two giants circled each other, sizing each other up.

The Kille charged at Ultramare and began swiping his claw like arms, but Ultramare moved out of the way of all the slashes. He almost got one slash in, but Ultramare blocked the attack and punched the Kille back. She then kicked him in the side, and tried to do a spin kick, but the Kille flipped back out of the way.

Ultramare chases after the Kille, stopping a bit away from him and bracing herself when he got in a fighting stance. The Kille fired a flame out of his hands at Ultramare, but she rolled to the side just in time. When she got up, she threw her arms out to the side, slowly lifted them up, brought them to her side quickly, and threw one arm out throwing a small blue dart of light at the Kille. He wasn't so lucky, and took the attack head on.

Feeling confident, Ultramare ran over to the Kille and punched him in the stomach a few times, and then did a spin kick knocking him back. He rolled on the ground and caught himself, and then glared at Ultramare, who was standing in a fighting stance looking at him. The Kille got up, put his arms up in a fighting stance, and then ran over to Ultramare.

She thought she was ready, but she wasn't. The Kille threw a punch that Ultramare of course blocked, but he then kicked her in the side. When she flinched, the Kille kicked her onto the ground. She tried to flip to her feet, but as soon as she got up, the Kille fired a flame at her, hitting her right in the chest. Ultramare fell to one knee holding her chest.

The Kille picked up Ultramare by the neck with one hand, holding her to her feet. He then punched her in the stomach a few times, and then threw her into a building.

"What the hell happened?!" Rainbow Dash asked as the two giants continued to fight, "She was doing so good!"

"The Kille was sizin her up," Applejack stated, "Tryin ta learn her pattern and see how fast she is. Now he's goin full force ta overwhelm her. Gotta admit, that was smart."

"Rainbow Dash! Applejack!" Twilight called out, both she and Octavia running to where they were watching the fight.

"Twilight! You're friend is getting her clock cleaned!" Rainbow Dash stated, obviously referring to Ultramare.

"I see," Twilight said looking at the fight. Octavia ran over to Vinyl and helped her up.

"Vinyl, are you okay?!" Octavia asked as Vinyl struggled to stand.

"I'm... fine..." she said slowly, "But Trixie... where is she...?"

"Trixie?" Twilight asked, "What happened to Trixie?"

"She was... running towards me... but she's... not... here..."

"She was running over to her when the Kille fired..." Rainbow Dash had a horrible realization, "No... she couldn't be..."

"Wh-what?" Octavia asked, now scared, "Rainbow Dash, where is Trixie?"

"She... she was..." Rainbow Dash was shaking, "She was actually... damn it... DAMN IT!!!" she turned and ran over to MARES Wing #1, "I'm borrowing this!"

"R-Rainbow Dash?!" Twilight called out as the MARES Wing #1 raised up to the sky, "Guys, she couldn't be..."

"Ah don't know... strangely Ah don't think she's dead..." Applejack said catching everyone's attention.

"B-but Rainbow Dash said-" Octavia began.

"Ah gave Trixie a direct order not ta die," Applejack stated, "She ain't dead. She might even be closer than we think," she never took her eyes off the fight. In fact, she was looking right at Ultramare.

Maybe... just maybe...

Ultramare had to focus mostly on dodging attacks now. The Kille was a lot more aggressive than a normal monster. The Kille did a spin kick, but Ultramare did a back flip out of the way. She held her arms in front of her in an X, and then threw both arms forward shooting an X shaped blast at the Kille, who held his arm in front of him blocking the attack. Even Ultramare was shocked that he blocked that.

With that same arm, the Kille fired a flame at her, but she rolled out of the way of the attack. When she got up though, she saw a sight she did NOT need to see.

Her Color Timer was flashing red, and the Kille was still going strong.

The Kille rushed over to her and began swiping and slashing wildly. Ultramare was frantically moving out of the way of the attacks, but got hit by one slash, one that sent her flying back. The Kille fired right at her with his flame while she was on the ground, doing massive damage. As Ultramare ghostly voice was heard screaming in pain, another deep voice was heard laughing.

"You SON OF A BITCH!!!!" Rainbow Dash shouted, flying the MARES Wing #1 right past the Kille, using the wing to knock him onto the ground. She circled around and fired the jets lasers at the Kille, doing extra damage before she flew over to Ultramare, "Hey, you okay, buddy?" Rainbow Dash asked. Ultramare nodded slowly, but then looked down at her Color Timer, which was flashing a little faster now.

"That's a bad thing, isn't it?" Rainbow Dash asked, getting a nod from Ultramare, "You ain't gotta elaborate. Let's take this thing out together. I'll give you an opening, and you fire something big."

Ultramare nodded, and Rainbow Dash smiled before flying over to the Kille. Vinyl and the rest of MARES couldn't believe what she was doing.

"Is she crazy?!" Octavia asked, "She's going to fight that thing herself?!"

"This is crazy! Even for Dash!" Twilight exclaimed.

Applejack just tensed up, gritting her teeth.

Come on guys... ya'll can do it...

"You wanna mess with my buddy?! Well here's what you get in return!" Rainbow Dash flew around the Kille firing her laser again. The Kille moved to the side, and then fired his flame at MARES Wing #1. Thankfully Rainbow Dash was an expert flyer, and she did a complicated roll out of the way, and then turned around to continue to fire at the Kille, this time hitting her target.

Ultramare grabbed the Kille from behind, holding it still so Dash could get a few more clean shots at it. The Kille threw Ultramare away, and was about to run over to her, but MARES Wing #1 flew past him again, stopping him. When he flinched, Ultramare charged magic into her arms, threw them to the side, and then put her arms together in a cross formation, firing her large white beam at the Kille. At the same time, Rainbow Dash fired MARES Wing #1's laser at the Kille's back continuously. Both attacks together did massive damage, and the Kille exploded from the attacks.

Her opponent dead, Ultramare looked at Rainbow Dash and nodded, silently thanking her, and then flew straight into the sky, disappearing into the night.

"Yeah... you're welcome..." Rainbow Dash said, now looking down, "But... Trixie... damn it!" she slammed her hoof onto the dashboard, "I let... another life..."

"TRIXIE!" she heard Twilight shout from her radio.

"Huh?" she looked down onto the surface, and saw Trixie slowly staggering over to where the others were waiting for her.

"You're alive!" Octavia and Vinyl ran over to her and hugged her.

"Ow... ow... ow... watch it... still sore there..." Trixie complained, prompting her friends to release her. Applejack and Twilight ran over to her as well.

"Thank Faust!" Twilight cried, "We thought you were..."

"I was given a direct order to live from my superior officer, right Leader?" Trixie looked at Applejack, who closed her eyes amd smiled.

"Ya did good, Trixie," Applejack stated, "Ah can't speak for everypony, but Ah know Ah'm glad ta have ya on the team."

"Thanks... Leader..." Trixie said smiling. Applejack roller her eyes at the nickname, which she was sure would stick. She was second in command after all, after Twilight.

While everyone cheered for Trixie, Rainbow Dash watched from her jet, resting her head on the dashboard, smiling in relief.

"She's safe... Scootaloo... I didn't... let anyone else die..."

"Are you sure about this?" Twilight asked Vinyl, everyone preparing to leave Hoofington and return to Canterlot.

"Yeah, I'm sure," Vinyl said looking down at the ground, "I almost got my fans killed. I need to get stronger so I can protect them. Please, let me join MARES."

Twilight sighed thinking, "Well, it's true that MARES is an open team, welcoming anypony willing to fight," she looked at Vinyl and nodded, "Alright, I'll give Princess Luna a call and get you signed in. You'll have to go through training, but we should be able to put you on the field soon."

"Thanks," Vinyl looked over at Octavia and Trixie, "I think it's time to bring the Three Musketeers back together."

After everyone got set up, the two jets took to the skies. This time, Rainbow Dash took MARES Wing #1 with Trixie. They had to talk.

"Hey," Rainbow Dash began, "I'm sorry for the way I acted."

"Oh?" Trixie asked raising an eyebrow.

"I... was being a real bitch. Truth is, every time I look at you, I try to see the boastful mare from five years ago. I can see it now though, you are different from how you were. I don't understand you completely, but I think I can work with you."

"Even though I'm a civilian?" Trixie challenged.

"As of right now, no one wearing that uniform is a civilian. You're pretty hard core too. Maybe you should have been an Element of Harmony."

"No, not me," Trixie said honestly, "You guys are the real heroes. All I'm doing is helping you along until this whole thing is over, and I'm sorry that I was so harsh on you guys. You didn't ruin my career, I did. I'm just still paying the price for it, that's all." They were silent for a long time, Trixie looking out at the view of Hoofington disappear from view.

"Thanks... by the way..." Trixie said softly, catching Rainbow Dash's attention.

"Huh? What was that?" Rainbow Dash asked.

"Nothing..." Trixie said, secretly smiling, "Don't worry about it."

As the two jets left Hoofington, Trixie closed her eyes and smiled in relief, saying in her head what she almost said out loud.

Thanks for saving my life... Rainbow Dash...

Elements of Harmony Reuinited

Elements of Harmony Reunited

Ultramare vs King Molerat (Ultraman Tiga)

After the meteor shower, giant monsters began to awaken all over Equestria. As Princess Celestia is currently hurt, Princess Luna organized a team of ponies called MARES, who use magi-technology to fight off the monsters. Currently there are six members:

Twilight Sparkle, the first pony to join MARES and is assigned as MARES captain.

Octavia Melody, a classical musician who usually acts as co-pilot for the other members.

Rainbow Dash, second in command of the Wonderbolts and MARES' ace pilot.

Applejack Ambrosia, who was assigned as the second in command of MARES and earned the nickname "Leader" on the field.

Vinyl Scratch, former pop idol who now uses her experties on machines as the team mechanic.

And Trixie Lulamoon, a fallen star who is not only a main pilot in MARES, but also doubles as the equine host for the titan of light, Ultramare.

Alongside these six, there are three others that Twilight desires to have by her side in the fight for Equestria. However, getting these three...

Fluttershy simply closed the door on Applejack and Octavia's face (neither one wearing their MARES uniforms). Octavia was really taken aback by that response.

"She could have just said no..." Octavia said softly to herself. She looked at Applejack, who looked down in sadness, "Leader?"

"Let's get goin," Applejack said walking off. Octavia watched Applejack leave before turning back to Fluttershy's house. What happened here?

"Sorry Dashie, but I can't go with you," Pinkie Pie said somberly, "The Cakes need a lot of help now that Pumpkin and Pound are older."

"But Pinkie Pie, we need you too!" Rainbow Dash said, Vinyl nodding in agreement, "All of Equestria needs you!"

"I know Dash, but-"

"Pinkie Pie!" Pound Cake called out.

"Coming Pound Cake!" Pinkie Pie called. She then mouthed out "sorry" to Rainbow Dash and closed the door. Rainbow Dash pounded her head against the door lightly.

"Damn it Pinkie Pie, we're all making sacrifices here," she said. All Vinyl could do was lightly rub Rainbow Dash's back to comfort her.

"I'm terribly sorry, Twilight," Rarity said to Twilight and Trixie, who like everyone else weren't wearing their uniforms (Trixie did wear her hat and cape, and the Element of Light), "But that isn't my life anymore, you know that."

"But Rarity-"

"I'm leading a normal life now, and I'm quite happy with it. The least you could do is honor that," Rarity said dismissively. She was about to close the door, but Trixie used her hoof to hold it open and glared at her.

"Do you hear how selfish you sound right now?" Trixie asked harshly, "The world needs the Elements of Harmony, and last time I checked, you were one of them."

Rarity returned Trixie's glare and pushed Trixie's hoof out of the way and closed the door. Trixie swore internally, but Twilight put a hoof on her shoulder catching her attention.

"Let's go," Twilight said. Trixie sighed and followed Twilight through Ponyville. Of course the ponies were giving her funny looks. Did they still remember what happened the last time she was here? Trixie shuffled uncomfortably as they walked.

"No one hates you," Twilight said, catching Trixie off guard, "That's what you wanted to know, right?"

Trixie didn't answer. She couldn't answer. All she did was turn away and sigh before changing the subject.

"Are you sure it's okay for me to stay here?" she asked.

"At the library, or in Ponyville?" Twilight asked in response.

Trixie thought for a second before answering, "Both."

"Trixie, it's fine," Twilight turned around and looked at Trixie sincerely, "Ponyville is open to all ponies, no matter who they are or what they did."

"Twilight..." Trixie looked down sadly. Twilight put her fore hooves on Trixie's shoulders, prompting her to look directly at Twilight.

~thump thump~

"Besides, I want you to stay here with me," Twilight continued, "It'll be nice having company around the library. Spike and I get lonely there by ourselves."

"Uh huh..." Trixie said nodding. Twilight let go of Trixie and nuzzled her affectionately.

~thump thump~

"So there's nothing to worry about, okay. My house is your house."

"R-right..." Trixie said softly, "Th-thanks... Twilight..."

Twilight smiled sweetly at Trixie, "You really need to relax a bit," Twilight said before turning around and walking off.

~thump thump~

What did this mare do to Trixie? It had been almost a month since MARES was formed, and ever since then Trixie and Twilight had gotten really close. Also, Trixie's heart started racing whenever she looked at Twilight sometimes. Did Twilight know what her smile did to Trixie? Did she understand that such acts of affection actually made Trixie really hot under her collar? Probably not. As far as Trixie knew, she was like this with everypony she called her friends.

"Trixie, let's go!" Twilight called out, snapping Trixie out of her daze.

"Right! Coming!" Trixie called out after her friend.

Fluttershy didn't really want a phone when they came out. She didn't talk to anypony normally, and when she did she always preferred to talk to them face to face. Yet here she was getting ready to call the pony who convinced her to get a phone in the first place.

She listened to the dial tone, anxiously waiting to see if she would pick up. Just her luck that the one time that Fluttershy actually wanted to talk to someone they're not-

"Hello?" Rarity asked on the other line.

"Um... hi... Rarity..." Fluttershy spoke through the phone.

"Oh, Fluttershy, this is a nice surprise. How are you honey?"

"Fine... how are you...?"

"Well, except for the visit I just got from Twilight and Trixie I'm fine."

That struck Fluttershy as odd, "Twilight and Trixie? Why were they together?"

"Don't know. Something about a defense team. Faust, Twilight knows that I'm not doing that anymore."

Defense team? That was what Applejack and the pretty Earth Pony wearing the bow tie were talking about. They wanted her help too? Why though?

"Um... Applejack and somepony else came here as well... mentioning something about... needing our help..."

Rarity sighed seriously on the other line, and was silent for a long while. She seemed to be really considering what she just heard.

"Fluttershy-"

"I don't want to turn my back on them... but I'm scared of fighting..." Fluttershy began tearing up, "I don't want to watch anypony else-"

"Fluttershy! Listen to me," Rarity said stopping her frantic friend, "It's okay to not fight. If you don't want to fight then don't. That isn't your life anymore, remember?"

"But Twilight, Applejack, and Rainbow Dash are our friends! Shouldn't we-"

"If they want to give their lives for a bunch of ponies who won't even remember their sacrifice then I say let them! Honestly, the fact that they'd even ask you pisses me off! Don't worry Fluttershy, I'll protect you, alright?"

"A-alright..."

With that Fluttershy hung up, letting the words of her friend sink in. Ever since what other ponies called the Equestrian Evolution of Magic, Rarity became horribly selfish, and even more into herself than she was before. Fluttershy was afraid, and she really really didn't want to fight anymore, but based off of what her animals told her, and Applejack's appearance... her friends needed her.

Was it right to turn her back on her friends? Was it right to keep running away?

After her conversation, Rarity walked over to her dresser and pulled out a picture. Unlike all of her other pictures, this one she always kept away from the others because it gave her bad memories. This picture represented every reason why Rarity refused to help her friends, and every time it brought her to tears.

"Blueblood..." she sobbed as she rested her head on her dresser and let the picture fall to the floor. On the picture was Rarity with a slightly different hair style and a flower in her mane, and a white stallion with a blond mane. Unlike right now, she looked really happy in the picture, and the stallion was kissing her on the cheek.

"So now what do we do?" Octavia asked after they all met at Twilight's Library, "Those three don't seem all to inclined to work with us."

"Fluttershy I can sort of understand," Rainbow Dash said, "But I thought Pinkie Pie at least would step up."

"She's gotta take care of the Cakes," Applejack said, "Ah can sort of relate. Ah feel horrible leavin Apple Bloom by herself, but she's a teenager now," she turned to Twilight, "How was Rarity?"

Twilight sighed looking down, "As bad as ever. She still doesn't want anything to do with us. At least this time she was relatively nice about it."

"Um," Vinyl raised her hoof getting everyone's attention, "I thought the six of you were best friends. Did something happen?"

Applejack sighed before answering, "Let's just say not everypony recovers from trauma easily. One of these days we'll tell ya what happened, but the past ain't important right now." Vinyl shook her head before speaking again.

"But maybe if we-"

"Leader's right," Trixie said suddenly from the window she was sitting by, "Equestria needs ponies to step up, and ultimately the thing that's going to end this is the power of the Elements of Harmony. Not MARES, and not Ultramare," she turned to everyone, "All three of them need to step up."

"We can't force them, Trixie," Twilight said somberly, "If they don't want to fight, then we don't have the right to tell them they have to."

"So is that it?" Trixie asked harshly, "We just give up? Look, I don't know about the rest of you, but I don't plan on fighting these monsters for the rest of my life! I need to know that this fight has an end, and the only way to get that end is for those three to suit up!"

"Trixie... yer outta-"

"No Applejack," Twilight sighed, "She's right. Princess Celestia wanted me to gather the Elements, and that means we need Fluttershy, Pinkie Pie, and Rarity to join us," Twilight looked at Trixie, "I say we try one more time. First thing tomorrow I'm going to talk to Pinkie Pie again. Do you think one of you can talk to Fluttershy and Rarity? I think tomorrow is their spa day."

Applejack and Rainbow Dash looked at each other awkwardly. Neither one of them had too much of a problem with the place anymore, but it was still the spa. Eventually Octavia groaned.

"Ugh, fine! In that case I'll meet them at the spa and talk to them," she turned to Vinyl and Trixie, "You two will come too, right?"

"Like you need to ask me!" Vinyl said, "I could use a little R&R."

"It has been ages since I had a full spa treatment," Trixie said, "This might even be fun."

"Now remember," Applejack stated, "Ya'll 're there ta talk to Fluttershy and Rarity."

"We know," Octavia said standing in between her two friends as all three of them posed, "but that doesn't mean we can't have a little fun too."

That night under the Everfree Forest, something really big was burrowing in the ground. After a second it dug it's way above ground and roared loudly, it's red head appendages coming up and sparking electricity between them.

This was exactly what she needed. After the stressful visit she had with Twilight and Trixie (why were they even together?) Rarity was looking forward to spending time with Fluttershy, a pony who shared her sentiments on fighting and being an Element of Harmony.

Well, it would have been perfect, except for said pony being lost in her head when she should be enjoying her manicure.

"Fluttershy, is something wrong honey?" Rarity asked her obviously distraught friend, who sighed before responding.

"Nothing Rarity..." Fluttershy said softly. Okay, now Rarity knew something was wrong. Not just because Fluttershy always said nothing was wrong when something was wrong, but also the dejected look on her face as she spoke. It was obvious that something was bothering her.

"Now don't give me that," Rarity said, "I know you, Fluttershy. You usually love coming to the spa, but today you seem rather, distant. Not to mention you haven't listened to a word I said all day."

"Oh, you were talking to me? I'm... sorry..." Fluttershy said looking away sadly.

"Well who else would I be talking to? Honestly, if something is bothering you then speak up?"

Fluttershy was about to speak again, but three ponies walked in laughing and broke her concentration. Rarity turned and saw red. Two of them she almost recognized as performers from Canterlot (she saw the gray earth pony on the cover of a magazine), but that third one she definitely recognized.

"I can't believe it..." Rarity said under her throat as the three ponies walked over to them.

"Hello," the gray pony said, "You're Fluttershy, right?"

"Um... right..." Fluttershy looked away, "My name is Fluttershy..."

"I don't think we were ever properly introduced. My name is Octavia. This is Vinyl Scratch, and I believe you met Trixie once before."

"Oh... y-yes... I met her... before..." Fluttershy said softly. Rarity just looked over at Trixie with disgust. Trixie slightly looked at Rarity with her eyes, and then diverted eye contact. Rarity frowned before looking away.

"Twilight..." she said to herself. This had the purple unicorn's name written all over it.

"Pinkie Pie, I don't understand," Twilight said following the pink pony as she did her grocery shopping, "You'd be all over something like this before."

"Twilight, that was four years ago," Pinkie Pie reasoned, "Between taking care of the kids and working at Sugar Cube Corner I haven't even had time to throw parties. Besides, I really feel like my place right now is here in Ponyville."

"But Pinkie, if we don't have all the Elements of Harmony then we might not be able to put a stop to all of the monster attacks. That means we need the Element of Laughter as well," Pinkie Pie got tense when Twilight said that, "Pinkie Pie, what's this really about? Why don't you want to fight?"

"It's not that I don't want to fight," Pinkie Pie said sadly, "I do want to help, really."

"Then what's the problem," Twilight asked.

"The problem is that I can't help you," Pinkie Pie turned to look at Twilight, and Twilight saw something that she never thought she'd see from the pink party pony...

Tears...

"Pinkie..." Twilight said softly.

"I can't laugh, Twilight. I haven't laughed in four years. I can't get what happened four years ago out of my head. Twilight, I almost lost them..."

"I... know..." Twilight said looking down, knowing full well what Pinkie Pie was referring to, "But Pinkie-"

Pinkie Pie shook her head, "I can't help you Twilight. I wish I could, but I can't..."

Pinkie Pie was walking off, but Twilight's communicator went off, "This is Twilight."

"Um, Twilight, we've got a situation near the Everfree Forest," Rainbow Dash stated slowly.

"Situation?" Twilight asked slowly, unaware that Pinkie Pie stopped and was slowly turning around.

"Something big and ugly, larger than a dragon. Sound familiar?" as Rainbow Dash spoke, Twilight's eyes were getting wider and wider.

"A monster?!" Twilight asked. Pinkie Pie's eyes were wide.

The giant monstrous mole was slowly making it's way to Fluttershy's cottage. The animals were getting frantic and running away from the monster. The monster raised it's two red horns and fired it's lightning at the ground. MARES Wing #1 was flying around the monster preparing to fire.

"Rainbow, get me closer to it!" Applejack commanded.

"Got it Leader!" Rainbow Dash stated flying MARES Wing #1 closer to the monster. Applejack took control of the lasers and fired at it, but the monster took no damage. It then fired at MARES Wing #1 with its lightning.

"Rainbow, what's goin on?!" Applejack asked.

"That guy just cut the power! All of our systems shut down!" Rainbow Dash said.

"WHAT?!"

MARES Wing #1 starting falling to the ground. Rainbow Dash managed to land it safely, and the two ponies exited the jet and began firing at the monster with their lasers. The monster fired at the ground in front of them to make a point, and then began making its way to Fluttershy's cottage. Applejack raised her communicator up slowly and called Twilight.

"Sugarcube, we gotta a problem," Applejack said slowly.

"Got it!" Octavia said into her communicator before she turned to Vinyl and Trixie, "We have to move!" she said to her fellow MARES operatives. The two ponies nodded and ran to the door, but while Octavia and Vinyl kept running, Trixie stopped and turned back to Rarity and Fluttershy, both of them looking away, Fluttershy in sadness but Rarity in anger. Trixie sighed and walked over to them.

"Are you two just going to sit there?" Trixie asked, "Ponyville needs you."

"No, Ponyville needs you." Rarity spat harshly, "You're the one with the guns. Why don't you stop wasting time here and get moving?"

"Because my mission was to retrieve the two of you. Besides, guns alone aren't enough to win this fight. You're Elements of Harmony. The world needs you."

"That's not who we are anymore," Rarity said getting up and walking past Trixie, who was getting more and more irritated "Come along, Fluttershy."

Fluttershy was silent for a long time, and Trixie glared at her next, "Are you serious? You're the Element of Kindness. Are you really going to turn your back on all of these ponies who look up to you?"

Fluttershy got up from her seat and stood in front of Trixie looking down, her eyes watering. Trixie's expression softened a bit as she could sympathize with her a bit.

"Fluttershy, let's go." Rarity called out, harsher this time. Trixie met eyes with Rarity for a second before turning back to Fluttershy, who was silently crying now.

"You don't have to go with her," Trixie stated.

"I'm... sorry..." Fluttershy said softly before running out of the spa. Rarity glared at Trixie again and walked out as well. Now by herself, Trixie stomped her foot on the ground in frustration.

"Damn it! Why are you being such a coward?!" Trixie asked no one in particular before running out herself.

The monster, now dubbed King Molerat by Twilight, was halfway toward Fluttershy's cottage. As it approached its destination, it saw MARES Wing #2 flying in front of it, it's main cannon charging up.

"Trixie said she'd meet up with us later," Vinyl said putting her communicator away, "She said that she wanted to talk to Rarity and Fluttershy one more time."

"In the meantime we need to do what we can," Octavia said targeting King Molerat, "Firing main cannon!"

A large blue stream shot out at the monster, actually shooting it back a bit and knocking it to the ground. When it got up it fired electricity at the large jet, but Vinyl steered it out of the way.

"Octavia, Vinyl, don't let that thing get ya with that attack!" Applejack shouted from the communicator.

"Well, duh Leader, I sort of figured that!" Vinyl shouted in response.

"Um, Vinyl, there's something else about that lightning you need to know..." Octavia sadi slowly, "The frequency is the exact opposite of our machines. If it hits us the two waves will cancel each other out, causing us to fall out of the sky."

"Got it! Don't get hit!" Vinyl said moving out of the way of another wave of electricity from King Molerat.

Twilight and Pinkie Pie were able to see the monster in the distance. Twilight was getting an update on the situation from Rainbow Dash while Pinkie Pie looked at the monster in horror.

"Tell Vinyl to steer clear of the monster! Do not engage with the MARES Wings!" Twilight commanded.

"Without those though there isn't anything we can do!" Rainbow Dash stated, "They're the only thing that can seriously damage this thing!"

"Twilight!" Twilight and Pinkie Pie heard from a distance. They both looked and saw Trixie running up to them, Fluttershy and Rarity behind her watching the monster in the distance as well.

"Trixie! The monster is able to disable electronic devices!" Twilight explained, "The MARES Wings can't get in close enough to hurt it!"

"Damn it! What do we do?!" Trixie asked looking down seriously.

"Thanks to you, I think I have a solution," Twilight said smiling, now trotting over to Fluttershy and Rarity, "That monster is going to destroy Ponyville if we don't stop it. Right now it looks like it wants to eat your animals, Fluttershy."

"Wh-what?!" Fluttershy asked in horror, even Rarity looked scared.

"But I think that if we fire the Elements of Harmony at it we might be able to destroy it. Please, we need you. I need you."

"Damn it Twilight..." Rarity said looking down in frustration.

"I know you three must hate me for what happened, and I do wonder if we made the right decision, but right now Ponyville needs us to put our differences aside. I can't force you to fight, but I am desperate. Trixie, I'm going to the library to get the Element of Magic."

Trixie nodded and watched as Twilight ran off. She didn't even ask what to do herself. For some reason, Twilight just trusted that Trixie would be where she was needed. Trixie found herself looking down at the Element of Light, silently wondering if Twilight knew.

"Twilight, wait up!" Pinkie Pie called out galloping after Twilight, who stopped and turned to the former party pony, "Can we stop by Sugar Cube Corner as well? I need to get the Element of Laughter."

"Pinkie Pie..." Twilight looked really touched, but she nodded and the two of them ran off. Trixie smiled at them, and then turned to look at Fluttershy and Rarity, the former of the two looking up at King Molerat with a terrified expression, and she was trembling.

"R-R-Rarity... I think... I'm going... t-t-too!" Fluttershy stuttered. Rarity looked at her friend in horror.

"Fluttershy, you don't have to-"

"YES I DO!!!" Fluttershy screamed, now sobbing uncontrollably, "I do! It's at my cottage! My animals are in danger, and my friends are fighting it right now!"

"Fluttershy-" before Rarity could finish her sentence, a number of ponies began running past them, evacuating, "See, that's what we do now. We're civilians." Rarity urged, now standing in front of the sobbing pegasus and putting her front hooves on her shoulders, "Fluttershy, let the authorities handle it, please!"

"Rarity..." Fluttershy sobbed, "You're a great friend... and I understand you not wanting to fight... but I'm going... please don't stop me...!" Fluttershy looked at Rarity in sadness and fear, "I'm sorry...!"

With that Fluttershy flew off towards her cottage.

"Fluttershy! FLUTTERSHY!!!" Rarity screamed, calling after her friend. Rarity looked away in frustration before running in the opposite direction of the fighting. Trixie was about to run after Fluttershy, but she stopped when she saw Rarity running away.

"Oh hell no!" Trixie said to herself before galloping after Rarity.

At this point, Rainbow Dash and Applejack were firing at King Molerat with their lasers, trying to keep it looking at them while Vinyl and Octavia (still in MARES Wing #2) were flying in the distance trying to get in close to fire at it again.

Right when they were about to fire, King Molerat shot at them with its electric attack, forcing them to fly away. It then turned to Rainbow Dash and Applejack, who were backing away in fear.

"RUN!" Applejack ordered. She and Rainbow Dash began galloping away, but Applejack tripped and fell over as King Molerat walked over to her. Rainbow Dash turned around and saw the monster's foot about to land on Applejack.

"LEADER!!!" Rainbow Dash shouted. Applejack looked up in fear, unable to move in time. Right before it came down on her though, somepony flew past Applejack and pushed her out of the way, the two of them landing on the ground next to the monster's foot. Applejack looked at the pony next to her and saw the last pony she expected.

"Fluttershy?!" Applejack asked in shock.

"I need to get inside..." Fluttershy said softly, breathing heavily showing how fast she was flying, "The Element of Kindness is there."

"Got it," Applejack nodded and turned to Rainbow Dash, who flew down nearby as well, "Ah need ya to cover Fluttershy while she gets the Element of Kindness! I'll start moving the animals out of the way!"

"Roger!" Rainbow Dash saluted and turned to Fluttershy, "Let's go!" Fluttershy simply nodded and the two pegasi flew off to the cottage. As they flew, Rainbow Dash spotted Twilight and Pinkie Pie running to help evacuate the animals as well, both of them wearing their Elements.

"I knew you wouldn't let me down, Pinkie," Rainbow Dash said with a smile.

Rarity was frantically packing her bags. She had to get out of Ponyville. Sweetie Belle was still at their parent's house, so she'd just go and stay with them. Sure it wasn't ideal, but anything was better than staying here. As she packed up, she stopped at a small red box on her dresser. She didn't even know why she was bringing that with her. It wasn't like she had a use for it.

Right when she was about to put the box away, the door slammed open. She looked at the entrance and saw Trixie Lulamoon standing there glaring at her. Rarity returned the glare as Trixie walked into the boutique.

"What do you want?" Rarity asked harshly.

"Unbelievable," Trixie said laughing in disbelief, "You're really going to run away, aren't you?"

"This is none of your business," Rarity said putting the box into her suitcase and walking to the door, but Trixie put her hoof out blocking her way. Rarity laughed looking down, but it was clear she was getting annoyed, "You've got ten seconds to get out of my way, Lulamoon."

"You're friends are out there fighting that monster right now, about to die, and here you are getting ready to abandon them. You have no idea how selfish you look right now."

"You're one to talk about selfish," Rarity spat, "All you ever did was take credit for achievements that weren't your own, and then had the audacity to come back and run Twilight out of town."

"I made peace with who I was in the past," Trixie said, "But the last time I checked you were the Element of Generosity."

"Yes, the great Element of Generosity, saving the world countless times and never getting so much as a thank you, a real glamourous job. I have given my life too many times for this Faust forsaken world, and all I ever get is a ceremony that lasts a day if that, and the satisfaction of knowing that I once again sacrificed everything for a bunch of ungrateful ponies who don't even know how much I really gave up for them! Yes Trixie, it's a great job! If it's so great then why don't you take it!"

"You know what? Why don't I?!" Trixie shouted, "You sure as hell don't deserve it! You're the most self centered pony I've ever seen! Honestly, I don't even know why the Element of Generosity responds to you! You probably only helped Equestria all those times to fuel your overly inflated ego!"

"How dare you!" Rarity said angrily, "You have no idea what I had to give up so ponies like you could live in the illusion of peace!"

"Yeah, because my life is so peaceful!" Trixie said, "It's not like I had to work for a living!"

"Seeing as how you lived off of the achievements of other ponies for ages you must have been set for ages! Now, I won't ask you again, get out of my way!"

Trixie got really close to Rarity's face, "Make me."

Rarity lunged at Trixie, who pushed her back inside the boutique. The two mares then engaged in the most unladylike fight in all of Equestria, Rarity trying to get past Trixie, and Trixie trying to push Rarity back.

The fight lasted for a few minutes, the inside of the boutique getting totalled. By the end of the fight, both mares were exhausted, their mane's were a mess, and the room they were in was beyond controlled chaos.

"Why... do you... care...?" Rarity asked.

"Because... it will... make... Twilight... happy..." Trixie panted, now hearing a loud roar in the distance. Trixie looked outside where King Molerat was still causing havoc. As she looked outside though, she noticed the Element of Light flashing.

It was time to spring into action.

"I have to go," Trixie said, "If you want to keep running away then fine, but I have a job to do. Unlike somepony, I don't abandon my friends."

Trixie ran out of the boutique, leaving Rarity by herself. She walked over to her suitcase and pulled out the box from earlier. She opened it and looked at the two objects inside. One was the picture of the stallion kissing her, and the other being the source of all of her problems.

A certain necklace...

The Element of Light was flashing all while Trixie was galloping to Fluttershy's cottage. Making her horn glow with magic, she summoned the inner power locked away inside of the necklace. When she could once again see the monster in the distance, she leaped into the air, merging with the light as it streamed out of the Element of Light.

King Molerat fired its electric beam at MARES Wing #2, this time hitting the wing causing the jet to fall in a tailspin.

"Vinyl, do something!!!" Octavia screamed.

"I'm trying!!! Nothing is working though!!!"

Not too far off, Ultramare ran to the scene and dived under the jet catching it right before it hit the ground. The two ponies inside looked into the eyes of the giant as she slowly set the jet onto the ground.

"Thank you," Octavia said softly to the giant as she and Vinyl exit the jet. Ultramare nodded in response as the rest of MARES, Fluttershy, and Pinkie Pie ran over to see of Octavia and Vinyl were okay.

"Are you two alright?" Twilight asked helping Vinyl.

"We're fine, thanks to Ultramare," Vinyl said smiling.

"Good to see ya, buddy!" Rainbow Dash said happily, Applejack nodding in agreement. Fluttershy and Pinke Pie looked up at Ultramare, mesmerized by the giant.

"Ultramare...?" Fluttershy asked slowly.

"She's beautiful..." Pinkie Pie said, slowly smiling.

King Molerat roared loudly catching Ultramare's attention. She got up and faced the monster in a fighting stance, preparing herself as the monster charged toward her. When it hit her, Ultramare stood her ground and grabbed King Molerat. At the same time, MARES, Fluttershy, and Pinkie Pie ran out of the way.

King Molerat fired it's lighting at Ultramare, launching her back. Ultramare got up, and rolled out of the way of another wave of electricity. She readied herself, and then charged at King Molerat, slamming her fists into the monster's back. Ultramare kicked King Molerat in the side, but it turned around and hit her with it's tail knocking her down. It apparently remembered what it wanted, because it started making its way to Fluttershy's cottage again.

Ultramare shook her head and rushed over to King Molrat grabbing its tail and pulling it away from Fluttershy's cottage. She then got on its back and slammed her fist into it for a few seconds until King Molerat shook her off. It then turned back to Ultramare and walked over to her while she was getting up. The monster got on its hind legs and slashed Ultramare, but she managed to stand her ground and roll to the side. She then grabbed King Molerat by the tail and actually threw the monster away from the cottage.

"Did she just..." Fluttershy asked.

"Of course she saved your animals," Rainbow Dash said, "I said she's my buddy. Ultramare is on our side."

"Where is Trixie?" Octavia asked looking around, "Shouldn't we call her?"

"She's fine," Applejack said, "Wherever she is, Ah'm sure she's where she needs ta be. Right now, we gotta evacuate the animals. Hopefully Ultramare can handle that guy."

Everypony nodded and spread out, doing their part to help. Applejack took one last look at Ultramare before she ran off.

You can do it sugarcube. Ah believe in ya.

The fight unfortunately was getting nowhere. King Molerat tried to fire another wave of electricity at Ultramare, but she dodged to the side. Before she could prepare an energy beam, King Molerat tackled Ultramare again. Once again she stood her ground as to not get knocked down, but King Molerat threw Ultramare over its back. She tried to get up, but King Molerat slammed its front paws/claws onto Ultramare keeping her from getting up. The went on for a few seconds until Ultramare kicked it off of her. She rolled to her feet, and threw her right arm out firing a light blue dart at King Molerat.

The monster charged up another wave of electricity and fired it at Ultramare, who this time made a shield of energy in front of her to block. King Molerat stomped its fet in frustration, and Ultramare got in another fighting stance bracing herself for another assault.

As Ultramare continued to fight King Molerat, Pinkie Pie found herself so enamored by the giant that she couldn't take it. Something inside of her awakened, and she could feel herself starting to smile.

King Molerat charged up its electricity and fired it. At the same time, Ultramare gathered light energy into a small ball in front of her, picked it up with one hand, and threw it out firing a white beam of energy. The two blasts met in the middle. Pinkie Pie was still standing right where she was looking at the beams, a familiar feeling coming over her.

"It's... beautiful..." she said softly, the same smile she got when she witnessed the Sonic Rainboom coming over her.

Unfortunately, King Molerat's beam broke through, and knocked Ultramare to the ground. As she staggered up, her Color Timer suddenly went from blue to flashing red. King Molerat took that chance to bite into Ultramare's arm. She punched and hit King Molerat as best as she could, but it wouldn't let her go.

MARES and Fluttershy all gathered around Pinkie Pie, who was not getting worried.

"Guys! This is bad!" Vinyl shouted.

"Wh-what does that light mean?" Fluttershy asked.

"We aren't exactly sure," Twilight explained, "but it seems like Ultramare gets worried when it starts flashing red like that."

"Ah think it's a warnin," Applejack stated, "She's runnin on limited power, and that light tells her how much power she has left.

"Damn it! I wish I could help her!" Rainbow Dash said, listening to the ghostly screams of pain coming from Ultramare. Adding insult to injury, King Molerat fired electricity at Ultramare, doing extra damage to the poor giant.

"Ugh! I feel so powerless!" Octavia groaned.

"We gotta do something!" Vinyl shouted.

"Then I guess this is when we do our part?" an elegant voice said behind her. Everypony turned around and saw Rarity walking up to them, wearing the Element of Generosity around her neck, "Twilight, you lead us."

Twilight nodded, "Right. Ultramare has saved us countless times, now it's our turn to save her," her friends all nodded and got in position, "Rarity?"

"Y-yes... Twilight?" Rarity asked slowly.

"I'm glad you came."

Rarity just gave a small smile and looked forward at the struggling giant. The six of them all focused on the meaning of their Elements, sending their energy into Twilight, who then felt the spark of friendship build up inside of her. This was right, this was ho wit was supposed to be. She wanted to feel this forever, let the feeling consume her and become one with it, but she knew that she had to release it.

Ultramare looked at them, and pushed King Molerat in their way. Twilight then released the power building up inside of her, firing a large rainbow at King Molerat, making it let Ultramare go. That beam did major damage to King Molerat, who was now lying on the ground breathing heavy. Twilight ran forward.

"Now Ultramare!" Twilight called out, "Finish it!"

Ultramare nodded, charged up magic into her arms, threw them out to her side, and then brought them to a cross and fired her magical beam at King Molerat, killing to monster. As her Color Timer was starting to get faster, she immediately flew into the sky, disappearing into the clouds. The Elements of Harmony all looked up at where Ultramare flew toward, each one with a different feeling about what they just witnessed.

Trixie ran over to Vinyl and Octavia and joined them in watching the Elements of Harmony, a serious but understanding expression on her face as she looked at Rarity in particular.

"You're sure about this?" Mr. Cake said to Pinkie Pie as she stood outside the gates of Ponyville.

"Yep, I'm sure. I know that you guys need help around the shop and with the kids, but my friends need me to help save the world."

"We understand," Mrs. Cake said with a sad but understanding smile. She then gave Pinkie Pie a motherly embrace, "Good luck dear."

"Thank you," Pinkie Pie said sweetly before turning to little Pumpkin and Pound Cake, both looking absolutely miserable, "Hey, you two, that isn't the Pinkie Pie way. You need to turn those frowns upside down," she tried to sound happy, but when the two foals looked up at her she was almost brought to tears.

"Pinkie, we'll miss you," Pound Cake said.

"It's not as fun without you," Pumpkin Cake added.

"Well... no, it isn't as fun," Pinkie Pie frankly agreed, "But I bet you two could make it as fun," Pinkie Pie suddenly got really excited, "Yeah! Yeah! I'll make you two my junior partiers! It's your job to party at least twice as hard as I would until I get back, okay?"

Pumpkin and Pound looked at each other for a second, and then looked up at Pinkie Pie and nodded happily. Pinkie Pie hugged them, and then turned and walked out of Ponyville, over to where MARES Wing #2 was waiting for her. She'd miss them, but it wasn't like she wasn't going to see them again. She just wasn't going to see them every second of every minute of every hour of every day of every week of every month of every year. She could totally manage that, she thought with a reassured smile. After all, she was still Pinkamena Diane Pie.

"And the bears need to be fed at least three times a day," Fluttershy explained.

"Yes Fluttershy," Spike said with a sigh.

"The birds can mostly fend for themselves, but you have to watch over the nest at around twelve o'clock while Mama bird searches for food."

"Uh huh, got it."

"Oh, and please make sure Angel takes his bath at night. He can be really fussy sometimes."

"Fluttershy," Spike put his hands on Fluttershy's shoulders, "I've got this. I've done this before. You just worry about protecting Canterlot and Equestria."

Fluttershy nodded and relaxed a bit. She then reached for her saddle bag and put it on, "Take care Spike. Thanks again for all of your help."

"No problem, it's what I do," Spike said confidently, "I mean, I am the guy on the poster," he put his hand on his chin and smirked arrogantly, "Spike, local hero of Ponyville and animal caretaker."

Fluttershy giggled at Spike's antics, "Are you sure you can handle being both animal caretaker and hero of Ponyville?"

"Yeah, this is all a part of the job," he stretched a bit, and then looked at Fluttershy seriously, "But what about you? Can you handle being in MARES? You're going to have to fight, you know."

"Yes, I know," Fluttershy looked down, "But Ultramare saved my animals yesterday. I have to pay her back. Besides, she's not from this planet. She's an alien, but she's fighting so hard for us. How would it look if somepony who actually was supposed to defend the planet hid behind somepony who was just doing it out of the goodness of her heart."

"I understand. Take care, Fluttershy," Spike said hugging Fluttershy.

"You too, Spike," Fluttershy walked away from her cottage, knowing that it might be a long time before she ever comes back, but everything would be okay. She stopped for a second and thought back to Ultramare's fight. She just appeared out of nowhere, and immediately got to work on helping them. It was scary, thinking of something that big fighting the monster, whether or not Ultramare was good, yet Fluttershy wasn't afraid of Ultramare herself. In fact, when she looked at Ultramare, she felt something almost... equine... about her.

"Maybe she's an equine after all," Fluttershy said to herself, then looking up, silently wondering if Ultramare was watching her right now.

"Applejack, thanks again for letting Sweetie Belle stay at your house," Rarity said as she and Applejack walked out of Ponyville to MARES Wing #2.

"Think nothin of it," Applejack said, "Apple Bloom's still depressed, so she could use a friend," Applejack looked down sadly, "Ah never did apologize fer what happened 'tween you and Blueblood. Ya'll two looked mighty happy tagether, but because of mah decision, he-"

"Don't, Applejack," Rarity said seriously, not looking at her friend, "Yes, I am still mad at you, Twilight, and Rainbow Dash, and I probably won't ever fully forgive you, but you three are my friends," she took a deep breath before speaking again, "Equestria needs the Elements of Harmony a lot more than I need to hold onto my grudge. Now come along, everypony is waiting for us."

Rarity picked up her pace and walked ahead. Applejack looked up at Rarity as she walked off, and then galloped after her.

When they arrived, everypony was there already. They even had a few more MARES Wing #1 jets waiting for them. Pinkie Pie and Fluttershy were already there, talking to Twilight and getting updated on the situation.

"So that's what happened up till now," Twilight finished.

"Poor Princess Celestia..." Fluttershy said looking down, "I hope she'll be okay."

"But what about the Kille? Do you think they'll attack again?" Pinkie Pie asked.

"I assure you that they will," Rarity said for Twilight, "Applejack explained everything to me. I had hoped this nightmare would be behind us."

"They said that they might come back though," Applejack said, "We just can't let our guard down."

"What about those three?" Rainbow Dash asked pointing to Octavia, Vinyl, and Trixie, "I mean, they're probably staying regardless, but should we tell them?"

"Not yet," Twilight said, "Hopefully they'll never have to know."

"For once, I agree," Rarity said, a unanimous nod from everypony followed. Trixie and Vinyl walked over to everypony.

"All jets are ready to fly," she said.

"Excellent," Twilight said walking over to Trixie, "Let's get ready to go." Trixie nodded and was about to walk off, but Twilight took Trixie's hoof stopping her, "Trixie, there's something I forgot to say yesterday."

Trixie turned around, "Twilight, I-" she was shocked by the sudden hug from Twilight. It was an embrace that was tight and full of emotion. A combination of it and how nice Twilight's mane smelled left Trixie feeling funny.

~thump thump~

"Thank you, Trixie," Twilight said softly. Trixie's face felt flushed, but she returned the hug.

"It's... nothing Twilight... I'm just glad I... could help at all."

Twilight let go of Trixie and turned to her friends, "Let's go everyone," she said trotting to MARES Wing #2. Trixie looked down for a second, thinking about Twilight, but stopped when she looked at everyone's devilish smiles while looking at her.

"What?" Trixie asked. The remaining Elements of Harmony just giggled and trotted over to their jets. Trixie looked over at Vinyl and Octavia, who were no better. Octavia was raising her eyebrows up and down smiling while Vinyl pretended to have her forelegs wrapped around somepony she was smooching. Trixie's face felt so flushed right now she could melt, so she just ran into MARES Wing #2 and got to work, knowing full well that everypony was laughing at her.

They were about to take off, (Pinkie Pie and Rainbow Dash in MARES Wing #2 with Twilight and Trixie) when suddenly Pinkie Pie gasped.

"I just realized!" she said quickly, scaring everyone.

"What?" Rainbow Dash asked fearfully.

"is something wrong?" Twilight asked, she and Trixie turning to Pinkie Pie.

"MARES?! Our team is called MARES?!" Pinkie Pie asked, now laughing uncontrollably, "That's the... funniest... thing I ever... heard! HA HA HA HA HA HA HA HA!!!!"

They all looked at Pinkie Pie shaking their heads and went back to work, Pinkie Pie laughing the whole way. Despite how silly it was, they couldn't help but smile, as it was a very pleasant sound.

"Pinkie Pie," Rainbow Dash said more so to herself, "You're so random."

Shortly after arriving back in Canterlot, Fluttershy, Pinkie Pie, and Rarity are instated into MARES, now making the team complete with nine members.

Into the Fog

Into the Fog

Ultramare vs Banpira (Ultraman Nexus)

A thick fog has begun enveloping the fields around Canterlot. Princess Luna believes a monster may be the cause, so she has dispatched MARES to investigate.

Applejack, Trixie, Pinkie Pie, and Rarity, were deep in the fields while the fog was present. They had their scanners out searching for a monster signal of some sort.

"Nothing over here," Rarity said.

"I'm not detecting anything over here," Trixie stated, "Are we sure there's a monster out here?"

"Princess Luna thinks so," Applejack said, "Pinkie Pie, anythin up there?" she called out to a hill.

"Nuh-uh, this fog is thicker than pea soup," Pinkie Pie said in a manner that said she had fun, "Hey, I bet hide-and-seek would be a blast out here."

"Pinkie Pie, please focus darling," Rarity said before pouting, "Honestly, this fog is dreadful! I think it's messing up my mane!"

"I find it funny that you're less worried about helmet mane and more cocerned with friz," Trixie stated.

"The helmet adds a certain appeal," Rarity explained, "Honestly, I think this is a good look for me. Friz on the other hoof is never a good thing."

"Alright ya'll, focus," Applejack commanded from across the field, "We're on a mission here, don't ferget it."

"Roger that, Leader," Rarity said somewhat mockingly. She was still getting use to calling Applejack that on the field. Applejack shook her head and walked off a bit before pulling up her communicator.

"Dash, anythin up there?"

"That's a negative, Leader," Rainbow Dash said from MARES Wing #1, which was flying over the fields. At first she wasn't sure she liked flying the MARES Wings, but there was something thrilling about being at the mercy of a machine.

"Not like I could see anything in this soup," Dash continued, "Fluttershy, anything on radar?" she asked the mare behind her.

"S-sorry Dash, but no," Fluttershy said, "Um... maybe Twilight, Vinyl, and Octavia will find something back at the main base..."

Rainbow Dash sighed, "Well? How about it?"

"Sorry, Rainbow Dash," Octavia said, "If there is a monster, it's not there now."

Trixie walked a bit away from the team and looked down at the Element of Light. Hopefully if there was a problem, Ultramare would warn her.

A rumble caught her attention. She looked up and saw something moving in the fog, something big. Trixie looked down at the Element of Light, "Is that the monster?" she asked. Instead of a voice, the gem in the centerpiece flashed white twice in confirmation. Not a warning to transform, it wasn't time. Ultramare didn't jump in unless things got really bad, but it was a warning to act.

"Leader! Target confirmed!" Trixie called out, catching the attention of Applejack, Pinkie Pie, and Rarity. The three mares galloped over to her and looked up at the giant monster.

"Dash, Shy, monster sighted!"

"I see it!" Rainbow Dash said.

"I don't!" Fluttershy said shocked, "It's not appearing on radar!"

"Don't worry about it, just hang on!" Rainbow Dash said before flying toward the monster at high speed, poor Fluttershy screaming the entire time.

The ground team started firing their lasers at the monster, who turned to the four mares. Now they could see it better. Some sort of white bug like monster. It slammed its large arms down on the ground causing them to fall down, and then it's eyes started flashing for some reason.

"Brace yerselves!" Applejack commanded. Before anything could happen, MARES Wing #1 flew past the monster firing its lasers at the monster.

"Octavia, Vinyl, what can you tell us about this monster?!" Rainbow Dash asked.

"What monster?!" Vinyl asked from her end.

"The monster right in front of us, duh!"

Back in the MARES base, Vinyl and Octavia were frantic. Twilight was behind them looking at the screen, which showed Applejack, Rarity, Trixie, Pinkie Pie, even the MARES Wing #1, but no monster.

"We're not seeing any monster!" Octavia said.

"I don't know, are you guys sure it's really there?!" Vinyl asked.

"Damn it, we're looking right at it!" Rainbow Dash shouted. Twilight walked up to Vinyl's computer and pushed a button to contact Rainbow Dash.

"Rainbow Dash, calm down," Twilight said, "Fluttershy, is it appearing on your radar?"

"No it's not!" Fluttershy said in frustration, "I don't understand this at all!"

"Twilight, the monster is backing away!" Trixie called out.

"Huh?" Twilight asked.

Sure enough, the monster was backing away into the fog, slowly vanishing. The ground team fired at the monster, but were unable to get a lock on it. It vanished into the fog, and their blasts hit air. MARES Wing #1 flew past its last location, checking to see if it was still there. Sadly it wasn't.

"Shoot!" Rainbow Dash said slamming the dashboard. Even Fluttershy ran her hooves through her mane in frustration.

Back on the surface, Applejack put her hoof up to her helmet still looking at where the monster was, "Twilight, Ah think we need ta share this with the Princess."

The new MARES team consists of nine members and is stationed in the highest tower in the castle. The Elements of Honesty, Generosity, Laughter, Loyalty, and Kindness take the front lines along with Trixie, while the Element of Magic stays at the base to offer support, requesting Octavia and Vinyl stay by her side offering support. These two dispatch under special circumstances.

One of the main functions of MARES is to report to Princess Luna directly.

"Our analysis of the fog suggests it has an electromagnetic property that can mask the monster's signal," Octavia stated to Princess Luna and the rest of MARES in the meeting room, "Currently the monster is in the fog somewhere, but we don't have a means of tracking it."

"Hm..." Luna said closing her eyes, "This isn't good. The monster is too close to Canterlot at the moment."

"What I want to know is why none of us were able to track it," Vinyl began, "but we were able to see you guys. Normally electromagnetic jamming isn't selective."

"Maybe it's something related to the monster," Trixie said, "You know, it comes from the monster. Maybe the fog only works on the monster."

"That's a smart tactic," Twilight said, "Using the fog to hide."

"This means it could be anywhere," Rarity said, "and what if the fog extends into Canterlot?"

"Um... actually..." Fluttershy said softly, "I looked into that, and um... well..."

"Out with it, Fluttershy," Rainbow Dash said impatiently, making the young mare wince a bit.

"R-r-right. S-sorry..." Fluttershy stepped up to the screen in front of the room and pulled up a digitally created bird's eye view of Canterlot, the fog appearing red, "Um... this is what the fog looked like... at approximately ten o'clock this morning..." she pushed a few buttons and the screen changed, showing more fog spreading out and getting closer to Canterlot, "And this is what it looked like four hours later..."

"So the monster is trying to spread the fog into the city," Luna reasoned.

"This ain't good," Applejack stated, "It's tryin ta wait till the fog is in the town 'fore it attacks us."

"We could try to find the monster before the fog spreads into Canterlot," Vinyl reasoned.

"I'm good at hide-and-seek," Pinkie Pie said cheerily, "Let that monster try to hide from me, and I'll find it."

"Pinkie Pie," Rainbow Dash started, "This isn't-"

"Hang on, that's not too bad of an idea," Twilight said, shocking everypony, "Pinkie Pie has a weird knack for finding things. Do you really think you can find it?"

"Uh, yeah Twilight," Pinkie Pie said proudly, "I'm, like, the master of hide-and-seek. I won the hide-and-seek championship in third grade."

"Sad thing is," Rarity whispered to Trixie, "she's probably serious."

Trixie and Rarity laughed silently, but a sharp look from Applejack made both mares stop immediately. Applejack sighed and turned to Twilight.

"All the same to ya, Ah think Ah should go with Pinkie. She an' Ah can both take MARES Wings and fly around the fog. 'Sides, two heads 're better than one, right?"

"Right," Twilight said nodding, "In that case, you and Pinkie Pie will go into the fog in MARES Wing #1 jets. Applejack, you take the east side, and Pinkie Pie can take the west. Keep each other on your radars."

"We can't see the monster," Applejack reasoned, "But we can see each other. Brilliant. Let's go, Pinkie."

Pinkie Pie gave an animated salute, "Roger, Leader."

The two MARES officers ran out of the room. Luna then got up and stood in front to address the remaining members, "I want the rest of you to put a perimeter around Canterlot. We need do whatever we can to stop this beast."

"Got it," Twilight looked to the other members, "Fluttershy, I want you and Vinyl to work together in monitoring the fog. Can you make it so that we can see the fog in real time?"

"I can make it so that it refreshes every few minutes," Fluttershy stated.

"Do that," Twilight said looking at Rarity and Trixie, "You two will team up with Octavia and I. We'll form a defensive perimeter around the city. Rainbow Dash, you should fly around and give us a birds eye view of Canterlot from the clouds."

"Got it!" Rainbow Dash stated.

"MARES, move out!" Twilight commanded.

"Roger!" all remaining members said before running out of the meeting room. Twilight ran towards the door too.

"Twilight," Luna called out, "You are doing a good job as MARES captain. I'm sure my sister would be proud of you."

"Thank you Princess," Twilight said smiling. She then ran out of meeting room, leaving Luna by herself.

"Please be with them, sister," Luna said to herself, looking out a nearby window at the sky.

Rainbow Dash immediately flew up to a cloud. Here she could see all of Canterlot and and some of the fields outside. It was weird, seeing the fog surrounding the city. It was like Canterlot was cut off from the outside world, surrounded by a large wall.

Rainbow Dash sat down getting comfortable. This would be a long day.

Back in the city, Twilight, Octavia, Rarity, and Trixie spread out their security perimeter, each one taking a section of Canterlot. Twilight took the northern section near the Canterlot School for Gifted Unicorns. Octavia took the southern section which was residential. Rarity took the eastern shopping center. Finally, Trixie took the western section where the train station was. A few of the citizens were a little worried seeing MARES officers walking around, but thankfully none of them were getting in the way.

"Applejack," Twilight started, "any sign of the monster?"

"That's a negative, Twilight," Applejack said over the radio, "What 'bout you, Pinkie Pie?"

"He's good, I'll give him that, but I'm better!" Pinkie Pie bragged. Did she really think that this was a game of hide-and-seek?

"Well keep at it," Twilight said laughing a bit, "If that monster gets into town then we'll be in trouble."

"Hey Twilight, looks like we have another problem," Trixie said.

"What's up?" Twilight asked.

Trixie was standing in front of the schedule for the train as she spoke into her radio.

"It looks like there's a train coming from Hoofington in a few minutes. It's going to have to come through the fog," Trixie explained.

"That's not good. If the monster finds the train it may attack," Twilight stated, "Applejack, Pinkie Pie, switch priority. Find the train and make sure it gets to Canterlot safely."

Applejack and Pinkie Pie found each other and were now flying close to each other's jets.

"Roger that," Applejack said. She looked at Pinkie Pie in her jet, and nodded. Pinkie Pie raised a hoof in confirmation and the two MARES Wing #1 jets flew deep into the fog.

They didn't have to search long. Right underneath them were the train tracks, and the train was already closing in on Canterlot.

"No way the monster can get to them now," Pinkie Pie said in her jet, "It's too close to the city."

"Yer right," Applejack said in her jet, "Ah say fer now we git back ta- huh?!" Applejack noticed the monster standing over the train, it's eyes flashing white, "Twilight, red alert! Monster spotted! It's doin somethin weird ta the train!"

"Copy that! Engage the monster! We'll meet up with Trixie at the station!" Twilight commanded.

"Roger!" Applejack and Pinkie Pie said at the same time. The two jets flew toward the monster and fired at it, making the monster cry out in pain and back away. The train proceeded to Canterlot, and the monster backed away into the fog again disappearing.

Applejack slammed her hoof on the dashboard in frustration, "Damn! Lost it again!" she said.

"Leader, the train is stopping!" Pinkie Pie said.

"Right, let's land and check it out."

All active members of MARES arrived at the train station and ran over to Trixie, who was watching the ponies get off the train. All of the ponies looked really weird. They were looking around in a daze, and looked somewhat confused.

"Trixie, status update," Applejack said.

"Your guess is as good as mine," Trixie admitted, "I don't know what's going on."

Octavia ran over to a random stallion, "Hey, are you okay?"

"Who... are you?" the stallion asked slowly. Octavia looked confused, which was understandable. Most ponies recognized Octavia when they saw her, and were just shocked that she was in MARES. She was a celebrity after all.

"Um, Octavia Melody, classical musician," she said as if trying to jog his memory.

"Um, am I... supposed to know who you are?" he asked.

"Where is this place?" a nearby mare asked, catching everyone's attention, "Canterlot?" she continued reading the sign on the station, "Where is that?"

Trixie and her teammates all looked at each other in confusion. To not know who Octavia was one thing, but Canterlot was the capital city of Equestria. Something weird was going on here.

"Where are the other members?" Luna asked Twilight, who was the only one in the meeting room with Luna.

"Octavia and Fluttershy are examining the ponies from the train," Twilight explained, "While Applejack wanted all of the other members to continue searching for the monster. Vinyl is currently monitering the fog."

"About the fog," Luna started. Twilight understood and immediately jumped to the next topic.

"Thanks to Fluttershy's program, we can determine that the fog is indeed extending into Canterlot. In the last three hours it actually extended inward twenty kilometers, and is now encircling the immediate outer perimeter of Canterlot."

Luna looked down gravely, "Do we know how much longer we have?"

Twilight's answer was lead with an equally grave sigh, "Our original estimate was twenty-four hours, but as the rate is also related to the diameter..."

"Um, Twilight, I do not know much about science and magi-tech, so..."

Twilight gave Luna a sheepish smile, "Oh, sorry," she then pulled up a circle on the screen, "The fog seems to increase by a set amount, but as you can see, the diameter gets smaller as you go inward in the circle. As such..." the circle was then colored red in three sections, but each section looked larger going in, "It would only take a few periods to fully fill the circle."

"I think I get it," Luna said, "So based off of that..."

"We can roughly estimate that we have another ten hours till the fog fully envelopes Canterlot."

Luna gave another grave sigh, "How are the ponies from the train?"

"Last time I checked, they were stable, but there are a lot of holes in their memory. We think that the monster is connected to their memories being lost, but we aren't sure."

"Find out," Luna commanded, "Also, tell Leader Applejack and Officer Pinkie Pie to work overtime in finding the monster and keep it in their sights when we do find it."

"Understood," Twilight said saluting Luna. She then ran out of the meeting room and thought to herself. The monster seemed to run away every time they fired at it, and since the fog hid its signature they had no way of tracking it. If only they had a means of tracking it as it moved.

"Wait..." Twilight said to herself, "We can't track the monster, but we can track each other..." she suddenly had an epiphany and pulled out her communicator, "Vinyl, I need your help! I think I know how to track the monster in the fog!"

"Are you sure about this visit?" the mare walking to the train was asked by her co-worker, "I read in the newspaper that there's something going on in Canterlot. Now might not be a good time for a visit."

The mare turned to her co-worker and straightened her pink glasses before responding, "That's the exact reason I need to go," she explained, "There's just too much going on over there, and I need to be there for my daughter. I'll be moving my business to Canterlot."

The stallion she was talking to shook his head smiling, "You really care about her, don't you?"

"She's a hooffull, yes. Sort of a problem child," the mare said laughing, "But she's a good pony on the inside. I have this feeling though, that she needs her mother, but since she'll never admit it, I better go and see how she's doing."

"Well, good luck Hazel," the stallion said hugging the mare, "I'll be praying for you."

"Thanks Lex," the mare said returning the hug. She turned to the train, magically picked up her bags, and then walked into the train. After taking her seat she thought about her daughter. It had been ages since she last spoke to her, which usually entailed that that she was going through something difficult. Funny thing about that naughty filly of hers, the times when she needed help were the times when she didn't talk to anypony.

Yep, she was definitely a Lulamoon...

"Got it," Pinkie Pie said to Twilight through her radio and then switched to Applejack's channel, "Leader, Twilight said we're not to engage the monster when we find it, but to keep an eye on it."

"She's got a plan?" Applejack asked.

"Yep, but she needs us to get the monster in our sights first. Apparently Vinyl is on her way with something to help us track it."

Applejack looked around her immediate are as she spoke, "Well good. Ah'm gettin tired of flyin around like this." Applejack preferred to be grounded, so flying around for long periods of time made her uncomfortable. She was starting to think that Rarity would have been a better choice for this, as she was a better pilot, almost as good as Rainbow Dash surprisingly.

She noticed something ahead of her breathing. Turning down her engines, she slowly approached the structure and saw it.

The monster, and it looked like it was resting.

"Pinkie Pie, monster sighted," Applejack said. Pinkie Pie groaned.

"Man... you beat me... you must have been the hide-and-seek champion of your elementary school."

"First of all, this is a mission, not a game," Applejack said, "So get over here pronto."

"Roger that. Ooh, ooh, what was the second thing?" Pinkie Pie asked excitedly.

"We went to the same elementary school," Applejack pointed out, silently taking pride in the fact that she was the best at hide-and-seek in her class.

Back at the MARES headquarters, Fluttershy was walking back into the command room to check on the fog. Vinyl went off to help the others a while ago, so she had to keep an eye on the fog in her place.

When Fluttershy arrived in the command room however, she was shocked to see the radar suddenly refresh itself. The result was horrible.

"No... no... no no no no NO!" Fluttershy ran over to the computer, "Dash, do you-"

"Yeah Fluttershy, I see," Rainbow Dash said with a sigh.

Rainbow Dash was now standing on the cloud with a serious expression "I'm looking right at it, and it's not pretty," Rainbow Dash continued. From atop the cloud she could see the fog really well, and it had just made a major move almost completely enveloping Canterlot.

From where Applejack and Pinkie Pie were, they saw the monster get up.

"Vinyl, where are ya sugarcube?!" Applejack asked.

"Almost there! Don't let the monster out of your sight!" Vinyl said. A second later, Vinyl's MARES Wing #1 was seen flying to their location.

The monster started shaking, secreting more fog from it's top section above it's head.

"Vinyl, hurry!" Pinkie Pie cried out.

"I see it! I think I can reach it from here!" Vinyl shouted.

Inside her jet, Vinyl pulled out her rosary and kissed it, "Faust, guide my hooves. Let this shot hit, please," after praying, she fired something like a missile at the monster. Once said missile hit though, it didn't explode. Instead it latched onto the monster, and a red light started flashing.

"Guys, that thing should appear on your radar, check it!" Vinyl said.

Applejack and Pinkie Pie looked at their radars, and sure enough the device was appearing on their radar.

"Lookin good," Applejack said smiling, "Now he can't hide."

"He's getting angry!" Pinkie Pie shouted from her jet. Sure enough, the monster was flailing about, still secreting fog from its top section. It turned to Pinkie Pie's jet and it's eyes started flashing.

"Pinkie Pie, move outta the way!" Applejack commanded to late. The monster's eyes flashed brightly, and Pinkie Pie screamed loudly. Her jet then began falling to the ground as the monster moved deeper into the fog. Applejack and Vinyl flew over to where Pinkie Pie crashed to check on her.

Vinyl reached her cockpit first and got it open, the poor mare looking loopier than usual.

"Pinkie, talk to me!" Vinyl said as Applejack reached her. Pinkie Pie looked up at Vinyl with a blank smile on her face.

"Pinkie...? Who's Pinkie...?" she asked, "Are you Pinkie...?"

"Damn it!" Vinyl turned to Applejack, "We lost her!"

"Take her back ta HQ an' have her checked out!" Applejack commanded, "Ah'll follow the monster!"

"Roger that!" Vinyl said saluting Applejack, who ran back her her jet and flew back toward Canterlot.

"Twilight, the monster is headin inta Canterlot!"

"We see it! It's currently in the residential area! Rarity and Fluttershy are heading there now!"

The monster began marching into town, which was now covered in a dense fog. The ponies had already evacuated the town and gone into shelters, so this gave MARES free reign to work.

A MARES Wing #1 jet was on its way to meet the monster, piloted by Rarity and co-piloted by Fluttershy.

"Fluttershy, I can't see worth a dime in this fog," Rarity stated, "Be a dear and keep an eye on it for me, will you?"

"Y-yes Rarity," Fluttershy said, silently in awe of Rarity. She initially didn't want to join MARES, but once she started, she sort of took off with it and became a fully devoted member. It inspired Fluttershy to do her best too.

"Alright, you've been a very bad boy," Rarity taunted, "Time for mommy to give you a SPANKING!" she immediately started firing her lasers at the monster, doing massive damage. The monster turned to the MARES Wing #1 and fired some sort of energy web out of its mouth at the jet, but thankfully Rarity dodged the attack.

"Rarity, it looks like it's trying to escape!" Fluttershy stated as the monster started secreting fog again.

"Oh no you don't!" Rarity said flying extremely close to the monster. She then fired a her lasers point blank in the monsters face, making it cry out in pain before vanishing into the fog.

"It's gone..." Fluttershy said sadly.

"Yes, but I gave it a wound it won't soon forget," Rarity said smirking, "What's its heading?"

"It looks like... the business district, where Rainbow Dash and Trixie are!" Fluttershy stated.

"Copy that," Rarity pulled out her radio, "You two hear that?"

"Yeah, we see it!" Trixie said, "Why don't you be a dear and join us?"

"Yes, why don't I?" Rarity said with an edge, "I've marked you as my prey, dearie."

"Rarity..." Fluttershy said, noticing the bloodlust in Rarity's eyes now. Another thing that changed since joining MARES, Rarity had become more ruthless, and at times even reckless. Her hatred for the monsters was prominent, and understandable seeing what she lost thanks to them, but Fluttershy was still worried.

Applejack landed her ship nearby and decided to join Trixie and Rainbow Dash in their pursuit of the monster. Surprisingly, Twilight and Octavia also joined in, Octavia packing her famous bazooka.

The monster was walking through the city, as if searching for ponies. Octavia had climbed up a roof of a building where she could get a clean shot of the monster. Standing on her hind legs, she readied her cannon and fired at the monster a few times in the face. The monster saw her and tried to flash its eyes at her to erase her memory, but the mare was too quick and immediately galloped away.

"Let's see if all that training paid off!" Octavia said, actually running to the edge of the building she was standing on and leaping off just in time, landing on another roof before the monster destroyed the building she was on.

Trixie, Rainbow Dash, Applejack, and Twilight all fired at the monster from the ground with their lasers, taking its attention off of Octavia for a second. The monster then turned to them and began firing energy webs at them, but the four mares scattered to dodge.

"I don't think this is going to work!" Trixie shouted.

"Vinyl, can you get the MARES WING #2 here?" Twilight asked, "I think with that we can do more damage!"

"Already on it!" Vinyl said.

"By the way, how's Pinkie Pie doing?" Twilight asked.

"Princess Luna is taking care of her. She should be fine."

"Good," Twilight said breathing out in relief.

"Hey, he's getting away again!" Rainbow Dash shouted. Sure enough, the monster was disappearing into the fog a second time.

"Damn! This is impossible, even with the tracking device!" Trixie said in frustration.

"Everypony," Octavia said on her radio, "If these readings are correct, it's heading over to the train station now."

"Um, from where we are, it looks like there's another train coming to Canterlot right now," Fluttershy added. Twilight got worried and turned to her teammates.

"It's probably going there to erase their memories like it did the train from Hoofington," Twilight reasoned, "Rarity, you and Fluttershy head there ahead of us. We'll catch up."

"Copy that," Rarity said, obviously smirking on the other end.

"Then let's get going ourselves," Twilight turned to Applejack, "The field is yours."

"Roger that," Applejack said nodding, "Vinyl, pick up Octavia an' work with her in MARES Wing #2!"

"Yes ma'am!" Vinyl said.

"The rest of us need ta git over to the train station pronto! MARES, move out!"

"ROGER!" everypony said at the same time before running to the train station.

The train from Fillydelphia was about an hour's ride away from Canterlot. From where she was sitting, the mare in the pink glasses could see the fog, which covered all of Canterlot like a dome.

"My Faust..." she said, "What in the world...?"

The monster was literally standing over the tracks as if waiting for the train. Unfortunately for it, green lasers hit it knocking it back, and Rarity's MARES Wing #1 flew into view.

"Hang onto something!" Rarity commanded. Fluttershy braced herself for what she knew was coming next, which was Rarity doing a full nose dive firing at the monster and doing a full barrel roll at the same time, so she could immediately fly to the side before the monster could hit them.

Rarity was laughing, "How'd you like that?"

"I... didn't..." the poor pegasus behind Rarity said slowly, holding in her lunch.

"Not you, honey, I mean the monster."

"Oh... sorry..."

Applejack, Twilight, Trixie, and Rainbow Dash arrived and immediately started firing at the monster. At the same time, a large blue beam fired at the monster knocking it downward. The monster looked up and saw MARES Wing #2 nearby, charging up for another shot.

The monster fired an energy web at the MARES Wing #2 jet, hitting it, but not knocking it out of the sky.

"This isn't good!" Vinyl said, "I can't charge up my shot and dodge at the same time!"

"What are we going to do?!" Octavia asked, "We can't take too many hits like that!"

Trixie looked up at the MARES Wing #2, realizing what she had to do. Apparently she wasn't the only one, because the Element of Light started to flash white. Trixie slowly backed away from the monster and then ran off, not knowing that Applejack was watching her intently.

"Hm..." Applejack said to herself, frowning as she took note.

While running through town, Trixie activated her horn calling out the light, and then leaped into the air, allowing herself to merge with the light, bringing the titan to life.

The monster turned to the MARES Wing #1 and fired a series of energy webs at it, but right before any of them hit, a loud ghostly voice was heard, and something slashed at the attacks saving the jet.

Fluttershy and Rarity looked up, happy to see who saved them.

"Ultramare, you came!" Fluttershy cried out happily, Rarity breathing out in relief as well.

This time, Ultramare paid little attention to the cheers of the ponies in the jet, and immediately got in a fighting stance looking at the monster before running up to the monster and tackling it. While Ultramare held the monster, she kneed it in the stomach a few times before the monster slammed it's arms into her back.

Ultramare stepped away from the monster bracing herself, and then did a powerful kick to the monsters side. She then punched the monster in the stomach three times, followed by a powerful punch that the monster caught. The monster then shot its energy web at Ultramare's face.

While Ultramare struggled to get the web off her face, the monster got a few lucky hits in, swiping her with it's arms, and tackling her and knocking her to the ground.

Finally Ultramare got the web off her face and could see, but the monster started secreting fog and vanishing. Ultramare took note and charged up an attack, firing a small dart at the monster from her right hand., but the monster disappeared into the fog right before Ultramare's attack hit.

Ultramare stood up and slowly walked through the fog, trying to be aware of her surroundings. She heard something to her left and turned around just in time to see an energy web about to hit her. Ultramare rolled to the side and threw another dart at the monster, only for it to miss like the last one.

Before she could react, Ultramare was grabbed from behind by the monster, who slammed its arms into Ultramare's shoulder, knocking her to her knees.

"Stay away from her!" Rarity shouted flying toward the fight and fired at the monster. When the monster stepped back, Ultramare turned around and kicked it in the stomach. Ultramare then got up and grabbed the monster by the head and shoulder area. While holding the monster, Ultramare slammed a knife hand into the neck of the monster. The monster threw Ultramare aside, and then shot a large web at Ultramare, actually wrapping around her and trapping her.

"NO!" Fluttershy screamed.

"Damn it! I'll get her out!" Rarity stated.

MARES Wing #1 flew toward the web and fired at it, but the web didn't budge. The monster took that as its chance to throw Ultramare around a bit. The giant strained to try and get free, but the monster threw its head to the side also throwing Ultramare to the ground.

The monster approached the helpless giant and began bashing her senseless, ending with knocking her to the ground again and kicking her while she was on the ground.

"Vinyl, can ya get that web off of her?!" Applejack asked.

"I don't know. Maybe with the pulse cannon on MARES Wing #2, but-"

"Get to it! Hurry!" Applejack commanded, "The rest of us need ta start firing at that monster! Ah got a feelin that Ultramare's runnin outta power, so she needs all the help we can give her!"

"Roger!" everyone shouted in unison.

The MARES Wing #2 landed briefly to set Octavia down, and then flew back up into position. Octavia ran over to the others and stood on her hind legs firing her bazooka at the monster. Applejack, Rainbow Dash, and Twilight fired at the monster with their laser guns, and Rarity fired the jets lasers at the monster. All of these together did major damage, and the monster roared in anger. It threw Ultramare in their way, knocking all the ground members away.

"Gotta admit, this guy is smart," Rainbow Dash said through gritted teeth, "using my buddy as a shield like that."

"Come on, Ultramare! Don't give up!" Twilight shouted.

The MARES Wing #2 finished charging and fired its main cannon at the web, actually destroying it. Ultramare, now free, got back in a fighting stance, her Color Timer flashing red.

The monster roared in frustration and ran over to Ultramare, flailing its arms around trying to hit Ultramare, who ducked and dodged out of the way of all assaults. She then blocked one attack, and kicked the monster in the side hard. While the monster stepped back Ultramare punched it hard in the stomach.

"Ultramare, duck!" Rarity called out from MARES Wing #1. Ultramare complied and hunched down as MARES Wing #1 fired its lasers at the monster, doing added damage. The monster stood up and looked at Ultramare, its eyes flashing.

"Cover your eyes!" Twilight shouted. Once again Ultramare complied and covered her eyes just in time as a bright flash almost erased her memories. When it was safe Ultramare slammed her hand into the monster's side again. The monster stepped back and vanished into the fog.

"Ultramare, it's at your left!" Fluttershy shouted. Ultramare nodded and kicked the monster before it could emerge from the fog. She then punched the monster two times, and then did an uppercut knocking the monster to the ground. When the monster got up, Ultramare focused magic into her arms, threw them out to her side, and then brought them together in a cross, firing a white stream out at the monster, killing it. As Ultramare stood up straight, she heard the ponies of MARES cheering for her. She looked down at all of them, and then looked up as the fog began to clear up, revealing the red twilight sky.

"She did it!" Rainbow Dash shouted happily, but Twilight shook her head.

"No Rainbow Dash, we did it."

Ultramare nodded in agreement to Twilight's statement, and then jumped into the sky, flying off into the sunset.

A few minutes later, the ponies of MARES waited at the train station to make sure everypony arrive safely. The train actually did hit the fog while it was on its trip to Canterlot, so they had to make sure no one got hurt.

"Alright, got it," Applejack hung up her communicator and turned to Twilight, "Sounds like Pinkie Pie's gonna make a full recovery," Applejack said. Twilight sighed in relief.

"That's good," Twilight said. The train slowed to a stop at the platform, and the passengers all started to step out.

"Looks like everypony is okay," Octavia said, "I don't think we need to be here."

"Yeah," Twilight said, "I think we can dispatch. Good job, MARES. That wasn't an easy mission."

"No, it wasn't," Rarity said, "But as long as another monster bit it, I'm happy."

"Rarity..." Fluttershy said softly to herself. She was really worried about Rarity, and some of the things she told her after they joined. If Rarity kept down this road...

Trixie looked at the crowd, and suddenly looked shocked, "Shit!" she shouted.

"Whoa filly, language!" Vinyl joked. Trixie wasn't joking though, as she suddenly hid behind Twilight.

"Trixie? Are you-"

"Can we please get back to HQ?" Trixie asked in a whisper.

"What in tarnation has gotten inta ya?" Applejack asked.

"Oh my FAUST! Octavia and Vinyl together again?" a sweet voice called out. Everyone looked out at the unicorn mare happily trotting over to them carrying suitcases.

Except for a few cosmetic differences, the resemblance to Trixie was uncanny. Was this her sister or something?

"Hazel... what a nice surprise," Octavia said nervously.

"Damn girl, you look better every time I see you," Vinyl said, clearly hiding how nervous she was too.

"You two are in MARES? What a surprise! Oh come here!" the mare, revealed to be Hazel happily said hugging the two young mares, "Now, I see you two, but where is that awful filly of mine?" she asked playfully. Vinyl and Octavia looked at each other, silently asking each other for an answer.

An answer that came on its own when Trixie sneezed. Hazel immediately turned to her and shook her head smiling.

"Trixie, you naughty thing you. First you don't write me for a whole year, and then you hide from me? You should be ashamed of yourself," Hazel said playfully. Whoever this mare was to Trixie, her personality shined brightly. Had to be a sister.

But no one was ready for what Trixie said when she stepped out, "Hi... Mom..."

"WHAAAAAAAAAT?!!!!!!!!!" All the Elements of Harmony shouted at the same time before turning back to look at the mare. This was Trixie's mom?! But she didn't look much older than Trixie herself.

Hazel gave everyone the sweetest smile, while Trixie looked away sulking. Something told the Elements of Harmony that this relationship was rockier than Ghastly Gorge at best.

Author's Note

Hazel Lulamoon is a character made by my good friend Dekomaru, and he gave me his blessing to use her in this fic. You can see the real Hazel on his blog Ask Twixie. I say the real Hazel because I embellished her personality a bit for this story.

The Villati Overmind

Since I can't figure out any good way to say human in this story, I'll assume that the translations in Equestria are as follows:

Equine = Human

Ponies = People

The Villati Overmind

Ultramare vs Insectus (Ultraman Mebius)

MARES faced a powerful fog spawning monster in the streets of Canterlot. This monster was able to cloak itself into the fog, rendering it invisible to radar. Also it could erase memories of ponies that looked into it's flashing eyes. With the help of Ultramare, the team was able to defeat the monster and free Canterlot from its foggy prison. However, the incoming train brought forth another monster Trixie was horribly unprepared for.

"Hi... Mom..." Trixie said dejectedly to the green mare.

"WHAAAAT?!!!!" The Elements of Harmony all shouted in unison, looking at the mare as she smiled sweetly.

It was so nice of Twilight to help Trixie get a place. Using her connections to the castle, she could live in relative comfort, and not have to worry about bills. And the best part, she was alone. Not that she minded living in the castle (no sane mare would), but she missed the privacy that came from living at home. Contrary to what a lot of ponies thought, she fancied herself as a nomad of sort. She never thought of herself as the type to settle down, at least not until she came here.

Not until she met Twilight.

"Faust..." Trixie said lying in bed, thinking about the mare that plagued her dreams. This was the first time she ever felt this way about anypony, and it was the only reason that Trixie even remotely missed living in the castle. Twilight was the only pony to stay living in the castle, with everyone else getting places in Canterlot. Trixie found herself wondering if Twilight was lonely by herself.

She got up from her bed and began walking downstairs. She wasn't the best cook, but her food was edible at least. As she reached the steps, she was met by the most pleasant aroma. Apparently she was having pancakes for breakfast.

Wait... pancakes? Who the hell would be making...

Trixie ran downstairs, ready to face the intruder. Whoever broke into her house would pay dearly! No one broke into the household of the Great and Powerful-

"Oh Trixie," Hazel said with a smile, "You finally woke up, you lazy thing."

"M-Mom?!" Trixie shouted, her face bright red, "What are you doing here?"

"Well, obviously making your favorite pancakes, dear," Hazel said as if she belonged there, annoying Trixie even more.

"That's not what I mean," Trixie said, "What are you doing in my house?"

"Well, Twilight told me that there was a field trip coming to the castle. Realizing that your cooking was sort of... lacking..." she said with a sideways smile that irked Trixie, "I felt it necessary to stop by and help you get ready."

Still treating me like a foal, Trixie thought as she grudgingly sat down at the table, "I could have taken care of myself, you know."

"With as late as you sleep? Honey, you'd be rushing around the house and still end up late. You really need to get more organized," Hazel put her focus back on the pancakes, "You're a working mare now, so you can't work on your own hours."

Faust, she was annoying. Giving her that sweet smile that was unknowingly condescending. Trixie knew she didn't mean to come off that way, but it still annoyed her. In fact, that made it more annoying.

"You have no idea how proud I was when I heard you got a job working at the castle," Hazel continued, "Here I was worried about your well being and you finally decided to do something responsible."

"I'm plenty responsible," Trixie said, trying to still her temper, "I actually prefer performing. I'm only doing this to defend Equestria."

"Yes, I'm still concerned about that," Hazel said putting three pancakes on a plate and sitting them in front of Trixie along with butter and syrup, "You can take care of the rest, right?"

"Ugh! Yes Mom, I can butter my own pancakes," she the proceeded to dress her pancakes the way she saw fit, which meant lots of syrup, "I'm not a foal anymore." Hazel giggled, catching Trixie's attention, "What?"

"You may be "grown up" now, but I see you still prefer to lather your pancakes with syrup," Hazel said, embarrassing Trixie even more, "It's a good thing I decided to make them just the way you like them."

Not wanting to ask what she meant by that, she took forkful into her mouth, and was shocked.

Strawberry Pancakes... her favorite...

She looked up at her mother, who was already at work cleaning the dishes. Trixie noticed the soft smile on her face.

"You remembered...?" Trixie asked.

"Well, we were only living together for a short while, but I did pick up on a few things, such as you being allergic to cinnamon."

They were both silent for a while. After a few minutes Trixie worked up the courage to say something she knew she'd partially regret saying later, as it would be letting that mare in closer than she really wanted.

"Thanks... Mom..."

Hazel just sighed a bit and smiled, "Anytime dear. That's what mothers are for, after all. Now eat up. Don't want to be late for work."

And there she goes again, treating me like a child, Trixie thought. Oh well, at least she could save time now. She'd never admit this to her mother's face, but she did appreciate her help. She probably would have been late without her help.

She had overslept by twenty minutes...

"Come on!" Diamond Tiara demanded, "The rest of the class is already inside!"

"Coming Diamond Tiara," Sweetie Belle said. It was nice that the four of them were friends now, since she and Apple Bloom had found their Cutie Marks, but Diamond Tiara could still be a real bitch sometimes. Sweetie Belle looked behind her, making sure that Apple Bloom and Silver Spoon were following her. Poor Apple Bloom was still out of it.

"Apple Bloom, Silver Spoon," Sweetie Belle called out, "Diamond Tiara said-"

"Don't worry," Silver Spoon said with a laugh, "We heard her," Silver Spoon put all of her attention onto Apple Bloom, "Are you sure you're okay?" Silver Spoon asked, getting only a small nod from the somber Earth Pony, "You probably could have stayed home, you know. I would have been willing to take notes for-"

"Ah'm fine," Apple Bloom said softly yet harshly, "Ah ain't no baby."

Silver Spoon sighed, "No one said you were. I was just saying that if you weren't up for the field trip you didn't have to force yourself to-"

"Ah don't want no special treatment!" Apple Bloom said, catching Diamond Tiara and Sweetie Belle's attention. They walked over to her with concerned expressions.

"Apple Bloom, Silver Spoon is only trying to help," Sweetie Belle said.

"Which is kind of hard when you aren't telling anypony what's even wrong," Diamond Tiara added, "Seriously, we're your best friends, right?" Apple Bloom looked up at Diamond Tiara with a dangerous glare, but then pushed past her and walked on ahead, "What was that all about?"

"She's been like that ever since the Equestrian Evolution of Magic," Sweetie Belle said, "She won't even talk to me."

"Well, if she's intent on being weird then that's her problem," Diamond Tiara said, "Silver Spoon, let's go."

"Right..." Silver Spoon said distantly, "I'll be right there... Just go on ahead...."

"Now Silver Spoon is being weird..." Diamond Tiara said shaking her head. She and Sweetie Belle walked toward the castle with the other students, leaving Silver Spoon by herself.

Once alone, Silver Spoon lost her smile and began walking down another street. She was looking for somepony in particular. If she remembered correctly, then that meant the mare she was looking for was-

"Bingo," Silver Spoon said, watching Trixie Lulamoon, in her MARES uniform, rush to the Castle. As she stood there watching Trixie, green numbers ran across her eyes as she relayed her information.

"Trixie Lulamoon, age twenty five Equestria years. Sex, female. Blood Type, B Positive. Past occupation, magic performer prior to the incident four years ago. Habits include singing in the shower, sleeping in late, and experimenting in the kitchen. She excels in being a pilot, and is a front line officer for MARES," Silver Spoon nodded thoughtfully at all of this info, "Why her though?"

Trixie couldn't believe it! She was still going to be late! How had she managed that?! She dare not tell her mother this, otherwise she'd never hear the end of it.

"Crap! Crap! Crap! Crap!" Trixie shouted as she galloped thought the streets. When she reached the corner of her destination, she noticed someone in the distance. A filly, had to be at least thirteen, maybe fourteen, with a gray coat and long silver mane tied in a braid, pink glasses, and a silver spoon shaped Cutie Mark, staring at her. She was looking at her intently, almost as if studying her.

"Um, can I help you?" Trixie asked the filly, who tilted her head and raised an eyebrow.

"Just doesn't make any sense..." the filly said, quite loudly as if she either wanted Trixie to hear her, or just didn't care.

"Um, sorry but do I know-"

"Perhaps she sees something in her that I don't," the filly said, walking down a corner.

"Wait a second," Trixie called out running after her, "Just who are-" she turned the corner too, but saw no one there, "you...?" Trixie looked around, wondering how that kid vanished like that. There was no other path, and there weren't any hiding spots.

Unknown to her, Silver Spoon walked out from a path that was now behind Trixie, still studying her.

"I'll have to talk to her personally," she said, walking back to the Castle. She still had a field trip after all.

Applejack paced back and forth, waiting for the last member of MARES assigned to guard the students. It was the norm here these days, waiting for this one member, who she just saw run into the castle.

"You really cut it close, Lulamoon," Applejack said sternly.

"Sorry Leader," Trixie said as she caught her breath. She wanted to be mad at Trixie, but as usual it was impossible to stay mad at her. She tried so hard after all. Applejack shook her head smiling and patted Trixie on the back.

"As long as yer here," Applejack said, "Come on, Twilight an' the others 're waitin fer us."

"Right," Trixie said eagerly, galloping after Applejack. As they walked, Applejack looked at the necklace that Trixie wore all the time. She couldn't help but smile looking at that.

"Is something wrong, Leader?" Trixie asked.

"No, nothin," Applejack admitted, "Jus' glad ya came, is all."

"About that, Twilight said that you all but insisted on me being here," Trixie said, "Why is that, Leader?"

"Truth is, one of the students here is mah sister," Applejack said softly, as if she were admitting something.

"What's her name?" Trixie asked.

"Apple Bloom," Applejack said, "You'll see her. She's the yellow filly with the long red mane and tail, an' a Cutie Mark of a saw slicin through an apple."

"Are you afraid something will happen to her?" Trixie asked. Applejack stopped and looked down when she asked that, remembering the incident.

"Applejack! Help me!" Apple Bloom screamed reaching out for Applejack's hoof.

"Hang on!" Applejack urged, "No matter what, don't give up!"

"Leader?" Trixie asked, pulling Applejack back to reality.

"Yeah?" Applejack asked.

"I asked if you were afraid for Apple Bloom's safety," Trixie stated slowly.

"That's... a funny question ta answer," Applejack said, "Jus' promise me that you'll protect mah sister, alright?"

The way Applejack looked directly into Trixie's eyes was almost too much for the former show mare, but she swallowed and nodded, "I promise, Leader."

Applejack smiled and walked off, leaving Trixie confused. Why was she so serious? And why so serious about her protecting Apple Bloom?

Canterlot Castle is the center of a lot of activity. Not only is it the home of the royal sisters and the main base for MARES, but it is also used to research various forms of science and magic. One such study is the effect magic has on insects. The students of Ponyville High have been brought to the castle to learn more about this subject.

Applejack and Trixie walked into the main lab, where they saw Twilight, Rarity, and Fluttershy, and Octavia waiting for them.

"Hey!" Trixie called out, catching their attention. Twilight was practically beaming.

"Trixie!" Twilight called out, running over to them. Rarity, Fluttershy, and Octavia all giggled when she left.

"Sorry I'm late, Twilight," Trixie said looking down, "I sort of got caught up at home, trying to get my mom out."

Twilight shook her head smiling, "It's fine, Trixie. I'm just glad you came at all, this being your day off."

Trixie didn't take a lot of days off, as she never knew when the light would be needed, but she was sort of looking forward to resting. Oh well, as long as she could be near Twi-

Where did that thought come from?

"Having fun, are we?" Octavia asked walking over to them, "The students are coming in."

Sure enough, a group of students walked into the castle. One of the students was a pretty yellow filly with a long wavy scarlet mane and tail, her Cutie Mark being a saw slicing an apple.

"Leader, is that her?" Trixie asked Applejack, who looked at her sister somberly.

"Yeah, that's mah sister..." Applejack said with a sigh. Trixie wasn't sure what was more confusing, how serious Applejack was, or how upset Apple Bloom looked.

Apple Bloom Ambrosia is "Leader" Applejack's thirteen year old sister. She used to be cheerful and upbeat, but fell into an intense depression after the Equestrian Evolution of Magic. Though she won't tell anypony what she saw that day, she does report strange dreams concerning all of her friends, and another filly she can't remember the name of.

"What's wrong with her?" Trixie asked. All Applejack did was grimace and trot over to Apple Bloom, "Leader?"

"Hey, Apple Bloom," Applejack said softly. The young filly turned to Applejack slightly, and then looked away, "Um, how're you doin?"

"Fine," Apple Bloom said curtly. Diamond Tiara and Sweetie Belle walked into the auditorium, and ran over to Apple Bloom.

"There you are," Sweetie Belle said, "Oh, hi Applejack," Sweetie Belle said looking down nervously, making Applejack laugh.

"Ah ain't no different bein in MARES," Applejack explained, "Ya'll ain't gotta treat me any different," she turned to Diamond Tiara, "How's the family, Diamond?"

"Great," Diamond Tiara said arrogantly, "Thanks to you and my dad working together, business is booming. He was talking about you, by the way."

"Is that right," Applejack said laughing awkwardly, clearly blushing, "W-well, Ah hope it wasn't nothin bad."

"Oh no, just how he missed seeing you come over," Diamond Tiara said with a cheeky smile. Applejack cleared her throat and sought to change the subject.

"So, is it jus' the three of ya? Normally ya'll got a fourth-"

"Sorry I took so long," Silver Spoon said casually walking to the group, as if out of nowhere. Trixie recognized her immediately.

"That filly!" she called out, catching Fluttershy's attention.

"Silver Spoon? Oh, she's a sweetheart," Fluttershy said smiling.

"I saw her earlier! She was staring right at me," Trixie explained, "Does she do that often? Study ponies?"

"Oh no," Fluttershy said, "She's almost as shy as I am. She tends to keep to herself, actually."

"Sure didn't seem that way earlier," Trixie said, looking at how friendly Applejack was with the four fillies. The one called Silver Spoon immediately turned to Trixie and looked right at her.

We need to talk later, Trixie Lulamoon, host of Ultramare.

"Whoa!" Trixie shouted looking around.

"Is everything okay?" Rarity asked.

"Y-yeah. Everything's fine," Trixie said, playing it off. Rarity shrugged and trotted over to Sweetie Belle. Trixie looked back at the filly, who was laughing softly at something Applejack said. Now she looked like the sweet but shy filly Fluttershy seemed to believe she was, but Trixie knew better. There was something about that filly...

Something not equine...

Outside Canterlot, the bugs in the forest were acting up. They began swarming in large clusters, making their way to the city. Behind them was a large bug like monster with two large pincers for arms. The mouth section vibrated, making a weird crackling noise that the bugs seemed to respond to.

The bugs were all in containers in the lab. Students ran all over the place examining the multicolored bugs inside.

"This looks like some sort of beetle," Sweetie Belle said looking at what looked like a hercules beetle, but it was huge and dark red. Fluttershy walked over to Sweetie Belle.

"That's right," Fluttershy said, "This used to be a regular hercules beetle, but after being subjected to magic it began to evolve."

"Is that why it's so big?" Sweetie Belle asked, getting a nod from Fluttershy.

"Mm hm. Magic seems to have a strange effect on insects and various arthropods, but we don't know the extent of the evolution."

Diamond Tiara was close by, but looking at another case. This one though, was broken and it had the name "Insectus" on a name tag in front of it.

"Where's this one?" Diamond Tiara asked, catching the attention of one of the scientists.

"Ah, Insectus? There was an accident last month where one of our test subjects got free. Shame too, because it actually reacted better than any of our subjects," the scientist said walking off. Diamond Tiara shrugged and walked off as Trixie walked over to it.

"Insectus?" she asked herself as Twilight walked over to her.

"The Princess was against these tests," Twilight said, "She said that they were unethical. Honestly, I agreed with her."

"You mean Princess Celestia, don't you?" Trixie asked. Twilight nodded before continuing.

"She was really upset, and actually yelled at the scientists telling them to stop. They were so far in though, and by that time Insectus had become something else entirely," Twilight looked down somberly, "Princess..."

"Is she getting any better? Or..." Trixie asked slowly.

"She's still in critical condition," Twilight said, "Apparently the rubble crushed her lungs. She's on a respirator right now," Twilight sighed and closed her eyes, "I wish I could have asked her what she wanted me to do. Should I try to reach out to Ultramare? Trixie, what do you think?"

"W-why are you asking me?" Trixie asked, slightly looking away as the subject just got awkward.

"You always seem to know what to do. I trust your judgment. Please Trixie, tell me the truth. Should I try and approach Ultramare the next time we see her?"

"I... don't think you need to worry," Trixie said, "Ultramare, I think, is already doing what she can to help us. She's an ally to the ponies, this I know."

"She has saved us a number of times already..." Twilight said with a sigh. Trixie could feel her sadness and fear. Not having Celestia with her was frightening, and she suspected being alone didn't help at all.

"Hey, are you okay being by yourself?" Trixie asked.

"Yeah. I mean, it is lonely sometimes, but I see everypony at work," Twilight said, trying to dismiss how lonely she was.

"But aren't you used to living with somepony?" Trixie asked, noticing how Twilight stiffened. She knew from talking to Rarity that Twilight had always lived with Spike for as long as she was a student, and if she wasn't with Spike, she had either Princess Celestia, her family, or her friends with her.

For a pony who tried to be so independent, she seemed to have a real fear of being alone. She was the complete opposite of Trixie, who hated letting ponies in. It was too much for Trixie, seeing Twilight like this.

~thump thump~

When Twilight didn't answer right away, Trixie took a deep breath to still her oddly racing heart.

"T-Twilight..." Trixie began softly.

"Yeah Trixie?"

"Um... why don't you... I-I-I mean... uh... if you want, you can-"

Twilight's communicator went off at that moment, "Sorry Trixie," Twilight said, "I need to take this."

Trixie sighed, "It's alright. I'll tell you later."

Twilight smiled apologetically, and galloped off. Trixie breathed out, unsure whether it was in agony or in relief. All she knew was that she missed her chance to get something off her chest that she wanted to say for a while.

"Damn it..." Trixie groaned, unaware that she was being watched from behind.

"Now that we're alone," Trixie heard from behind her, "There are a few things I'd like to talk to you about."

Trixie turned around and saw that gray filly with the long braid from earlier looking at her.

"You again," Trixie said, suddenly apprehensive. The way that she was looking at Trixie made it all the more apparent that this filly wasn't equine. At least not fully equine.

"Shall we find someplace private to talk?" the filly said turning a bit to the side. Trixie knew that she was falling into a trap, but with nothing else to do, why not, she thought.

Whatever this filly was, she'd play her or it's game for a while, if it meant keeping everypony inside the lab safe.

As the giant bug monster made it's way to Canterlot, MARES Wing #1 was flying toward it. Inside was Rainbow Dash as main pilot and Vinyl as co-pilot.

"Sheesh, talk about ugly," Rainbow Dash said.

"We have to take it out before it gets to Canterlot!" Vinyl said.

"On it!"

MARES Wing #1 flew close to the monster and fired at it, stopping it in it's tracks. The monster looked up at MARES Wing #1 and fired a yellow electric beam out of it's pincers at the ship.

"WHOA!!!" Rainbow Dash called out, just barely dodging the attack. The monster's mouth started vibrating, and MARES Wing #1 was surrounded by a swarm of bugs.

"AHH!!!" Vinyl screamed, looking at the bugs land on the window, "Do a barrel roll, please!"

"Vinyl, you cool back there?!" Rainbow Dash asked.

"Get them OFF!!!" Vinyl screamed. Rainbow Dash did what she was requested, and spun the ship around. As the bugs dispersed, the ship flew off, away from the bug swarm.

"It's commanding the bugs!" Rainbow Dash said.

"Really?! Wow, that quite a revelation!" Vinyl said sarcastically.

"You don't have to be a bitch about it..." Rainbow Dash said dejected.

The monster started making it's way to the castle. MARES Wing #1 flew to the monster and fired its lasers at it, but the bugs created a shield defending the monster.

"Damn it!" Rainbow Dash said slamming a hoof on the dashboard, "I can't get through!"

"I already called Twilight! She and Octavia are on their way!" Vinyl said.

"Good, because we need help!" Rainbow Dash admitted, looking out at the giant bug slowly walking toward the castle. This was about to get ugly.

"Right here is good," Silver Spoon said, leading Trixie to a hallway on the higher floors of the castle. Next to them was a large window that looked out to the city.

"Okay, so what's your obsession with me?" Trixie asked.

"That should be obvious, equine host of Ultramare," Silver Spoon said turning to Trixie. Trixie's heart stopped. How did she know that? And what did she call her?

"Equine host?" Trixie asked.

"The titan isn't able to manifest unless she forms a bond with an equine such as yourself. That individual assists the titan in fighting, and the titan grants the host the power needed to protect those they hold dear," Silver Spoon explained, "But you weren't the one meant to be Ultramare's host."

"Excuse me? What do you mean? While we're on the subject, how do you know all of this?"

"Simple, I have been watching you," Silver Spoon said with a smile. Trixie then saw something weird. Green numbers running through her eyes.

"Holy..." Trixie said.

"I'm a receptor for the collective consciousness known as the Villati Overmind," Silver Spoon explained, "As a receptor, I am connected to all others connected to the Overmind, and I can speak for the Overmind."

"And what does this Villati Overmind want?" Trixie asked, pulling out her laser, "Does it want to take over the world like the Kille?"

"Heaven's no," Silver Spoon said, "I'm an enemy of the Kille. The being you call Ultramare is my ally."

"What?!" Trixie asked, "Ultramare is yours?!"

"That's right," Silver Spoon said, "I summoned Ultramare here four years ago to prepare for their return."

"Four years ago? During the Equestrian Evolution of Magic?" Trixie asked.

"Yes, that's what they're calling the incident that led to the creation of Magi Technology, which now puts magic in the hooves of all ponies; Pegasus, Earth, and Unicorn alike."

There was a rumbling outside, followed by a crash. Trixie looked around in shock, but Silver Spoon was perfectly calm.

"What's that?!" Trixie asked.

"Insectus," Silver Spoon said simply.

"Insectus?! That's the missing experiment!" Trixie said, getting a nod from Silver Spoon.

"In a few minutes it's going to attack the castle," Silver Spoon stated, shocking Trixie, "When it does, it's going to release the bugs in the lab and go on a rampage attacking all the students and scientists."

"Your friends are down there! Don't you care?!" Trixie asked in shock.

"It is true that I'm worried about them, which is why you and I are having this conversation," Silver Spoon said, "Don't worry. The Element of Light will alert us when Ultramare is needed."

Trixie wanted to run downstairs and check on her team, especially with Applejack counting on her to protect her sister, but something told her that this filly was strong enough to stop her in her tracks if she tried to run. Defeated, Trixie sighed and glared at Silver Spoon.

"Alright, so the subject of this conversation is...?"

"You see," Silver Spoon trotted over to Trixie and met eyes with her, "As I stated before, the one meant to wield the light was actually another. Despite this, she chose you. I want to know why."

As the monster got closer to the castle, Twilight and Octavia ran out, now wielding their trademark weapons; a laser gun for Twilight, and a bazooka for Octavia. When the monster was in their sites, Octavia stood on her hind legs and readied her bazooka next to Twilight, who seemed shocked when she saw the monster up close.

"Wait... this looks like..." Twilight said.

"Twilight, what's wrong?" Octavia asked.

"I know this monster... is it...?" as if to answer her question, the monster's mouth started vibrating, summoning a swarm of bugs their way, "It is! Insectus!"

"Insectus? What's that?" Rainbow Dash asked from her communicator as Octavia started firing at the monster and the bugs.

"Last month, one of the insect experiments got away," Twilight explained, "It must have evolved!"

Twilight started firing at Insectus as well, but the bugs defended it, allowing it to get closer to the castle. Octavia raised an eyebrow looking at it move, as it seemed to be ignoring them entirely.

"Why doesn't it fight us?" Octavia asked, "It acts like it doesn't even care about us."

"Guys, it's heading is still the castle!" Vinyl said from MARES Wing #1.

"The castle..." Twilight thought to herself, "It must be going..." suddenly all the color faded from Twilight's face as a horrible realization came to her, "The lab! It's going to attack the lab!"

"That's where the students are!" Octavia said.

"I'll contact Applejack," Twilight said pulling out her communicator, "She needs to know about this!"

Back inside the lab, one of the students looked out a window and noticed three beetles flying near the window in an odd formation. He turned his head to the side in confusion, but then noticed that the colorful butterfly in the tank next to him got really agitated.

"Um, is something wrong with this one?" he asked the nearest adult, which turned out to be Fluttershy.

"Let's see," Fluttershy trotted over to the tank and examined it closely, "What's wrong hon-" Fluttershy then stepped back from the tank in fear, as if she heard or saw something awful.

"Miss?"

"Get away from this tank! This butterfly is-"

"AHH!!!!" Sweetie Belle screamed from the other side of the room. Fluttershy turned and saw the red hercules beetle tackling the glass of its tank trying to get out. Rarity ran up to of her with her larger rapid fire laser ready.

"Sweetie Belle, get behind me!" Rarity commanded. Sweetie Belle wasted no time getting behind her sister, who was looking at the beetle intently. Oddly, it looked like it was staring her down too.

"Rarity! We need to evacuate these students!" Fluttershy said, confusing Rarity.

"What's going-"

"The bugs are saying that they're revolting!" Fluttershy said. Rarity was wide eyed, as she knew Fluttershy could talk to animals. Before she could say anything, tanks from all around the lab started exploding, and the bugs inside flew out and started swarming around the students and scientists, who were all screaming and running around the lab.

Apple Bloom tried to run to the exit, but she saw a swarm of bugs actually outside the castle. She backed away from the door and turned around, seeing two large beetles approaching her.

"No..." Apple Bloom sobbed, her entire body trembling, "Help me..."

The beetles were shot by a laser and killed, and Apple Bloom saw her sister running up to her.

"Apple Bloom, ya alright?" Applejack asked as Apple Bloom ran over to her and hugged her.

"What's goin on? Why are these bugs attackin?" Apple Bloom asked in a shakey voice.

"Twilight said there's a monster outside commandin the bugs," Applejack explained.

"A monster? Will Ultramare come ta save us then?" Apple Bloom asked. Applejack nodded with a confident and comforting smile.

"That's right," Applejack said, "She might not get here right away, but she'll be here."

"Leader!" Fluttershy said galloping over to them, "I can't find Trixie or Silver Spoon!"

"Ya ain't gotta worry about Trixie," Applejack said, "Nothin else, Ah'm sure she and Silver Spoon are tagether."

"Well, if you're sure," Fluttershy said, still really worried. Apple Bloom looked at Applejack though, as she noticed something concerning what she said about Trixie. Something all Ambrosia's could tell.

She wasn't telling the whole truth about Trixie.

"Is that..." Trixie asked looking out at the monster as it walked past the window.

"Through heavy magical injections, Insectus evolved into what you're seeing right now," Silver Spoon explained, "It also gained a pony level intelligence, so it can communicate with other insects. As of right now it's probably attacking the labs."

"Then I have to go!" Trixie said about to run back into the lab.

"You're fine," Silver Spoon said, stopping and frustrating the hell out of Trixie, "No one is in any immediate danger yet."

"But how do you-"

"One of the scientists is also a receptor for the Villati Overmind," Silver Spoon explained, "I can see through his eyes everything that's happening."

Trixie took a deep breath to control herself, but she was really frustrated with this filly. She turned back around and walked over to Silver Spoon.

"What do you mean when you said that Ultramare's power was supposed to go to somepony else?" Trixie asked.

"Exactly what I meant," Silver Spoon said, "I had originally planned for Ultramare to be sent to one of the Elements of Harmony in preperation for their return."

"Who's return?" Trixie asked.

"You fought them before. They are called the Kille," Silver Spoon explained walking around Trixie, "The Kille is similar to myself, only they are a hive mind, while I am a collective consciousness."

"Not seeing much of a difference between the two," Trixie said honestly.

"There's a world's difference, actually," Silver Spoon stopped and looked out the window, "You see, the Kille force everyone to join its hive. When that happens, the pony ceases to be who he or she was, and can only, only, think what the hive wants. I do not force anyone to join me, however, nor do I take away what the pony has as an individual. I am still Silver Spoon, with all of my thoughts, feelings, dreams. However, I'm also the Villati Overmind. So you see, instead of forcing other ponies to become a part of me, I become a part of them."

This was so creepy to Trixie. She could tell that something else was speaking through Silver Spoon, but that something did feel like Silver Spoon.

"But why did you choose Silver Spoon?" Trixie asked, "Or I guess I should ask, why did the Villati Overmind choose you?"

"I know this is confusing," Silver Spoon stated, "But I assure you, I did this of my own free will four years ago."

Again during the Equestrian Evolution of Magic, which was slowly becoming less of a miracle the more she heard its name.

"So how does this connect to the Kille, or Ultramare?" Trixie asked.

"As I said earlier, the light was planned for someone else," Silver Spoon said, "Ultramare however, took it upon herself to instead grant the light to you, rather than the pony we planned for, Do you have any idea of why she chose you?"

"Honestly, your guess is as good as mine," Trixie said, "I never asked for this power, nor did I ask to be drawn into all of this craziness. I just want to help Twilight and the Elements of Harmony put a stop to these monster attacks."

Silver Spoon tilted her head in confusion, "You don't seek glory?"

"No!" Trixie said, actually appalled that the Villati Overmind (who she figured she was talking to right now) would suggest that.

"But this is a great power, and you are the Great and Powerful Trixie. This is a big chance for you to finally become a hero, is it not?"

"I'm done with all of that," Trixie stated, "All I want is to help the ponies in front of me."

"So would you do so even if you didn't have the power of Ultramare?"

"Without question."

Silver Spoon looked taken aback, and a little more confused when she said that.

"About this other pony," Trixie asked, "You said that it was one of the Elements of Harmony. Who did you originally plan to give this power to?"

"Originally," Silver Spoon said, "The host for Ultramare was meant to be the one you call Twilight Sparkle."

Trixie's heart leaped out of her chest. Twilight was originally supposed to be Ultramare? If that was true, then why did Ultramare choose her? If she did choose Twilight, would Twilight have to fight these monsters just like Trixie was?

"Your fears are not misguided," Silver Spoon said, "Twilight's life would be in danger, had Ultramare chosen her. However, now your life is in danger as well."

"What do you mean?" Trixie asked, as there was still so much she didn't understand about this power.

"When you activate the light, you must merge with it, and become everything that is the light," Silver Spoon stated, "This means that whenever Ultramare fights, that's also you fighting. You give her life in this world."

"I figured as much," Trixie stated, "I remember mostly all of the fights now. At first the memories were always fuzzy, but now I remember them as if I did all the fighting."

"That's because you and Ultramare are one. While this means that the power is yours, this also means that the danger is also yours."

"Danger? What danger?" Trixie asked, now afraid for what she meant.

"Ultramare's power is constantly depleting," Silver Spoon answered, "You can't feel it, but you are alerted when your powers are running out."

Trixie thought back to all the fights she had as Ultramare, and remembered the constant thing she always remembered. The Color Timer. It flashed red at around the same time in all of her fights, usually after she had been fighting for about two to three minutes.

Now that she thought about that, she didn't exactly know what that meant.

"You remember it, right?" Silver Spoon asked, "The warning light on Ultramare's chest?"

"Yeah," Trixie asked, "What is that exactly? I feel like Ultramare knows, but I'm still confused. Is that saying that she's running out of power?"

"Yes, and that's where the danger comes. For you see, that light is Ultramare's remaining life force. When she's low on power, the light turns red and flashes, letting you know that she's running out of time."

"Running out of... time?"

"If Ultramare runs out of power, both of you will die."

The whole world stopped when Trixie heard those words. She was always under the assumption that if she ran out of power she would simply revert back to her regular form. She didn't think that her life was actually in danger.

"Now, if you wish," Silver Spoon said, "I can set you free from this destiny."

"Set me... free?" Trixie asked through her shock.

"You are not an Element of Harmony. Other than the power of Ultramare, you are a regular Unicorn. There's no reason why you should have to fight. However, Twilight Sparkle is the Element of Magic, and the student of Princess Celestia. I can give the light to her, and you can return to your regular life as a show pony. No more fighting, no more getting shot at, and best of all, your life will no longer be in danger."

Trixie, as sad as it was, had to think about that. She didn't know that joining Ultramare would mean she would be putting her life on the line like this. She didn't want to fight in the first place, so she sure as hell didn't want to die. She looked down at the Element of Light, which was in a way her personal Element.

"If Twilight became Ultramare, like I did, then she would have to put her life on the line just like me..." Trixie reasoned, thinking of Twilight and all the things she had to go through.

~thump thump~

"So I would be passing this light, and the danger that comes with it, to her," Trixie said, trembling as the thought of that invaded her mind.

~thump thump~

"She'd never have peace. On top of everything else that's going on with her, she'd have to fight just like me."

~thump thump~

Trixie held her head in frustration, as the fear and confusion built up. She didn't want this, and the Overmind was saying that it could set her free. But in doing that, she would have to...

Outside, Insectus had finally started paying attention to MARES, and was firing it's electric beams at MARES Wing #1, which was flying all around it to get out of the way.

"Leader, what's it looking like inside?!" Rainbow Dash asked, picking up her communicator.

"The bugs are a lot stronger inside, but there ain't as many," Applejack said, "Ya'll ain't got nothin ta worry about. Jus' keep the monster from gettin ta the castle."

"Roger that Leader," Rainbow Dash said, "Vinyl, how ya holding up back there?"

"I'm fine, don't worry," Vinyl said, "I'm just happy I'm not outside right now."

"You're afraid of bugs, aren't you?" Rainbow Dash asked, ready to tease Vinyl about it.

"YES!" Vinyl said immediately, shocking Rainbow Dash, "I can't stand bugs! They have so many legs, and their bodies are just..." she squealed in fear, almost like Fluttershy would, but louder, "I hate them!"

Rainbow Dash nodded slowly, and turned back to the front of the ship, still amazed that the real DJ Pon-3 was such a girly girl.

Outside, Twilight and Octavia ran over to the side of Insectus, and fired their weapons at it, but a swarm of bugs flew in their way blocking their attacks. They then flew toward them and starting swarming around the two MARES officers.

"AHH!!!" Octavia screamed, "They won't leave me alone!"

"This is too much!" Twilight screamed. She then looked up and saw Insectus turning to them. It then fired at the ground near them, knocking them both back.

Something inside Trixie woke up at that moment. She heard a scream in her head. It was Twilight!

"She's in danger!" Trixie said getting up, "I have to go now, I'm sorry!"

"So are you saying that you wish to keep the power?" Silver Spoon asked, stopping Trixie before she could run off, "Is the power worth more than the danger?"

"This isn't about the power!" Trixie said turning a bit to Silver Spoon, "There's somepony I want to protect, and I can protect her with the light!"

Silver Spoon nodded, and moved to the side, "It'll be faster if you use one of the balconies."

Trixie nodded and ran past Silver Spoon, searching for the nearest balcony. Silver Spoon stayed where she was looking down.

"Courage," she said to herself, "A desire to protect something precious. Is that why you chose Trixie Lulamoon?"

In the labs, the bugs were closing in on the students and scientists, who were huddled together in a corner as Rarity, Fluttershy, and Applejack fired their guns at the bugs keeping them away.

"I wish we didn't have to kill them!" Fluttershy cried.

"They're as good as monsters to me now!" Rarity said venomously, "If you have a problem, move aside and let me do all the shooting!"

"Oh Rarity..." Fluttershy said, still feeling sad for her best friend, and how she decided to cope with giving up her civilian life for MARES.

"This is terrible!" Sweetie Belle cried, tears of fear in her eyes, "Why is this happening now!"

"I still can't find Silver Spoon!" Diamond Tiara said, "Where is she?!"

Apple Bloom looked to the side and saw a way out of the castle. This was too much for her, and she had a strong desire to run away from this.

So she did just that, and ran away.

"Apple Bloom!" Applejack called out when she saw her sister running to the door, "That's too dangerous!"

"Ah can't be in here!" Apple Bloom cried in full panic mode. Applejack shook her head and ran after her sister, who sadly was a faster runner than she was.

"Leader!" Fluttershy called out.

"Stay back!" Rarity said pushing Fluttershy aside and firing point blank at a beetle about to hit her, "We have a job to do here! Don't forget that!"

"R-right!" Fluttershy said, a little afraid of Rarity. She always got so intense when there was a monster attack. Like she was a completely different pony.

Trixie found a balcony that was looking out at the fight. From here she could see that Twilight and Octavia were safe, so that was good. However, she looked back at the front entrance and saw Applejack's sister running out of the castle, straight into the danger zone.

"What is she doing?!" Trixie asked, noticing Insectus turning to her. Applejack trusted her to protect Apple Bloom, so that was what she would have to do.

Right on time too. The Element of Light started flashing.

Trixie stepped back, and activated her horn. She then ran to the edge of the balcony and leaped off, merging with the light as she did so.

Apple Bloom stopped running when she saw Insectus looking right at her. It charged up it's top pincer, getting ready to fire at her. She was frozen, she didn't know what to do.

"Apple Bloom!" Applejack called out, running up to her sister and grabbing her in a hug to defend her. There was no time. Insectus fired right as she reached her.

Both of them heard a loud ghostly scream in pain. Applejack looked up and saw a sight that made her smile.

"Ultramare!" Apple Bloom cried out, looking at the giant that was shielding them from the blast. After the attack ended, Ultramare fell to one knee meeting eyes with Applejack.

"Thank you, Ultramare," Applejack said with a smile. Ultramare nodded in response, and Applejack took Apple Bloom and ran someplace safe, silently thanking somepony else as well.

Ah knew Ah could count on you.

Ultramare stood up and got in a fighting stance. Insectus started by firing its electric blast at her, but she held up her hand creating a shield defending herself. Using her shield she pushed the attack back, hurting Insectus.

Ultramare then ran over to Insectus and slammed her fist into its side. She then kicked it in the side, but Insectus used one of its pincers to hit Ultramare in the side, but Ultramare blocked the attack. Insectus then fired its electric blast at Ultramare, knocking her back.

Taking the opening, Insectus then began slashing Ultramare with its pincers, but Ultramare blocked most of them. When it fired it's electric blast again, Ultramare did a back flip out of the way. Insectus then shocking stomped its foot and ran after Ultramare grabbing her with its pincers.

Ultramare threw Insectus to the side, knocking it on the ground. As Insectus awkwardly stood up, Ultramare gathered energy into a ball in front of her chest, and then threw one of her arms out firing a stream of light at Insectus.

The blast never hit it though, as a swarm of bugs appeard to defend it. Insectus' mouth started vibrating, and a swarm of bugs flew into Ultramare's face. Ultramare tried swating them away, but they were too small for her and they wouldn't leave. Insectus then fired it's electric blast at her, this time knocking her to the ground.

Insectus walked over to her, and Ultramare kicked Insectus away. She got up and rushed over to Insectus, tackling it and knocking it back a bit. Still holding onto it, Ultramare then kneed Insectus in the stomach, but Insectus hit Ultramare in the back knocking her to the ground.

As she got to her knees, a large cluster of bugs swarmed around her. She couldn't see, nor could she swat them away. Insectus then started hitting Ultramare with its pincers, taking advantage of her blindness at the moment.

"This is terrible!" Twilight said, "Everytime she gets an opening the bugs get in her way!"

"How is it commanding them?" Octavia asked, "If we knew that then we could do something!"

Apple Bloom looked at Insectus closely, noticing how its mouth vibrated. When that happened she also noticed that it made a weird sound, like a cicada, only louder.

"Applejack, it's that sound!" Apple Bloom said.

"The sound?" Applejack asked.

"Some bugs use vibrations ta communicate! That's how it's commandin them!"

"Yes, that's true!" Fluttershy said through Applejack's communicator, "The cicada's sound for example is a mating call!"

"This thing has evolved to the point that it's super intelligent," Octavia reasoned, "There's nothing saying that it can't use those same methods for something like commanding an army."

"And if it uses those methods on other insects then they'd be able to understand it," Twilight added, "Vinyl, can you find a way to stop that sound?"

"I can try!"

"Well, try hard," Applejack said, "Cause Ultramare ain't lookin too good!"

Ultramare stood up, her Color Timer flashing red, and threw a punch, but Insectus moved backward to dodge as the bugs were still flying in her face. Insectus then fired its electric blast at Ultramare, knocking her back. Ultramare got up, and looked down at her Color Timer. She then looked down at Twilight, who was looking up at her in fear.

Ultramare tightened her fist, and then forced herself up. She ran over to Insectus and kicked it in the chest. Insectus fell back a bit, but then tackled Ultramare back, and fired its electric beam at her. Ultramare kicked Insectus in the side, but then Insectus summoned its insect swarm again, and they flew into Ultramare's face stopping her.

"Vinyl, how we doin?!" Applejack asked.

"Okay, I think I got it!" Vinyl said from MARES Wing #1.

"Apparently there's an organ in its mouth that creates the high frequency noise!" Vinyl explained, "If something hard hits that then Insectus won't be able to command the insects!"

"But every time we try to fire at it it sends more bugs in the way!" Rainbow Dash said.

"Then leave it to me!" Octavia said from the surface.

Octavia ran up to Insectus and stood on her hind legs, readying her bazooka. When Insectus turned around, Octavia started charging up her bazooka.

"Hope you like it spicy!" Octavia shouted firing her bazooka at Insectus' mouth. It made some sort of high pitched cry, suggesting that it hurt a lot. At the same time, the bugs that were surrounding Ultramare flew away.

Inside the labs, all the bugs that were attacking suddenly stopped and flew out of the lab. Sweetie Belle and Diamond Tiara hugged while Fluttershy fell to the floor exhausted.

"Looks like they did it," Fluttershy said.

"Hmph," Rarity said looking away dejected, "I missed all the action then."

Silver Spoon ran into the lab and met eyes with one of the scientists. Both of their eyes had numbers running through them for a second, and then Silver Spoon looked out the window at Ultramare and smiled. Somehow looking at Ultramare right now, it made sense to her.

"The light is in good hooves, Trixie," Silver Spoon said.

Ultramare looked around, breathed out in relief, and then looked at Insectus, who was trying to make its sound to call for help. When it realized no help was coming, it stepped back in fear. It knew what was coming.

Ultramare gathered magic into her arms, and threw them out to her sides. She then brought them together in a cross, and fired a large white beam from her arm. The beam met Insectus and in a few seconds it exploded.

Ultramare stood straight up, and looked up at the sky. She then jumped up and flew away, disappearing into the clouds.

Applejack watched Ultramare fly away, and then hugged her sister, "Are ya alright, Apple Bloom?"

"Ah'm fine," Apple Bloom said, "But what about Ultramare? Will she be alright?"

Almost on cue, Trixie ran out from another corner. Applejack smiled looking at her.

"Yeah, Ah'm sure Ultramare is fine."

After seeing the students off, Trixie sat on a balcony of the castle, looking at the Element of Light.

"So I really am Ultramare," she said as the realization hit her. To some it might seem silly, but now she understood exactly how the power worked. Ultramare was light, and Trixie gave that light form. The two of them merged together and fought as one.

That meant that if one died, so did the other one.

"At first I thought that Ultramare made a mistake," Trixie heard from behind her. She looked back at the castle and saw Silver Spoon standign there, "But now I see what Ultramare saw in you. You now hold other ponies in higher regard than yourself, and are willing to defend those even at the cost of your life. You have, within you, a powerful light of your own."

"I have light within me?" Trixie asked, getting a nod from Silver Spoon.

"I took a look at the Elements of Harmony, and I see that all six of them suffer from darkness of some sort. It appears that the incident four years ago left their mark on them, some more than others. Ultramare saw that, and was drawn to the brightest light. That was you."

"You keep mentioning that, the Equestrian Evolution of Magic. What happened on that day anyway?"

"Don't you think it's odd?" Silver Spoon asked, "The biggest event in Equestrian history, and no pony can remember it."

Now that Trixie thought about it, why didn't anypony remember that day?

"One day, you will be forced to know the truth," Silver Spoon said, "But that day isn't for a long time. For now, just focus on protecting the life that is most precious to you."

Silver Spoon turned and walked away. Trixie ran after her, about to ask why she was even still there, but she was already gone.

"She does that on purpose," Trixie said, not knowing the pony walking up behind her.

"Who does what on purpose?" Twilight asked, surprising Trixie. She turned around and saw Twilight wasn't wearing her MARES uniform. Faust, this mare looked amazing in anything she wore, but somehow her true beauty shined when she wasn't wearing anything.

~thump thump~

"Don't worry about it," Trixie said, "Um, do we know when Pinkie Pie is coming back?"

"She said that she'll be able to come back tomorrow," Twilight said, "She feels bad that she missed the action, but the doctors insisted that she rest a bit longer."

"I see," Trixie said, looking down as an awkward feeling came over her. Twilight herself was looking away, rubbing her foreleg.

"You're still wearing your uniform," Twilight said.

"Yeah, I planned on changing when I got home," Trixie said, "You already took off your uniform though."

"Oh, yeah well, clothes aren't a necessity, and wearing that uniform all the time gets uncomfortable," Twilight reasoned. Trixie nodded in agreement, followed by a few seconds of awkward silence, the only thing Trixie could hear was her beating heart.

~thump thump~

"Well, I better get some rest," Twilight said, "I'm exhausted, you know?"

"Yeah, that was an intense fight," Trixie said. Twilight turned around and slowly walked off. The further she got though, the more Trixie's heart hurt. She looked so lonely, and her fear was obvious. Was that the darkness she was dealing with? Her fear?

"Twilight, wait!" Trixie called out, stopping Twilight, "I don't like you here alone. Sure, you have the knights and Princess Luna, but other than that there's no one. I have... another room at the house you got me, so..."

Twilight turned around and looked at Trixie expectantly, "Are you asking me to stay with you?"

"W-well, if you want. I mean, there's nothing forcing you to live with me," Trixie said nervously, "Actually, it might be weird. Two grown mares living together. But it wouldn't be anything romantic. Not that I want it to be romantic or anything. I mean, maybe it could be- uh, that came out so wrong!"

Twilight giggled and then looked at Trixie with a smile. She then walked over to Trixie and hugged her, her sweet scent invading Trixie's nostrils.

"I'd love to live with you, Trixie. Thank you."

"You're welcome, Twilight," Trixie said, returning the hug. She didn't know what was going on with her, but she knew one thing. Being this close to her confirmed it.

She was falling in love with Twilight Sparkle.

"Love, huh?" Rarity said, looking at Twilight and Trixie embrace, "What a joke."

She turned and walked out of the castle, allowing her hatred for the monsters to fill her. She'd make them pay for taking away her happiness. Four years ago, she had everything she ever wanted. Now cut to four years later, and all she had was a black book, and a bunch of unresolved feelings.

They'll pay!
All of them will pay!

Broken Dreams

In the Ultramare continuity, I see all of the characters differently than I do in the Inner Demons continuity. In terms of Rarity, her look is slightly altered. This is the look she has now in the story without her uniform or helmet, and also how she looked in the picture of her and Blueblood, who will appear in this episode.

This chapter is meant to shed a little light on why Rarity is the way she is in this story. I know that she's a real bitch in Ultramare, but there's a reason for it.

Look at her new look here

Broken Dreams

Ultramare vs Golgolem (Ultraman Nexus)

It was a quiet night in the MARES HQ section of the castle. Rarity, Fluttershy, and Octavia decided to stay longer after Insectus' attack. Sometimes they would go weeks without a monster attack, but sometimes in dealing with one monster they'd learn the locations of another monster.

All in all, MARES had to stay vigilant.

Each of the ponies of MARES dealt with the stress of being in MARES differently. Twilight mostly seemed okay, but it was clear that she was really worried for Equestria's future if the monster attacks continued. Octavia seemed surprisingly okay with the whole thing, just happy that she was able to help, and the same was pretty much for Vinyl, who mentioned that she was fighting for her fans.

Trixie was vocal about wanting to put an end to the fighting, but she seemed eager to do her part, and insisted on taking part in all important missions. Fluttershy was the most reluctant member, but she still felt pleased to do her part (as long as she wasn't in the middle of the violence).

No one really knew how Applejack was dealing with being in MARES, but she was often seen staying close to Trixie, who despite making a lot of mistakes, Applejack always vouched for. Rainbow Dash and Pinkie Pie shared a lot of enthusiasm for being in MARES, but the latter of the two often went off by herself and seemed more depressed. It was a shame, because Pinkie Pie used to be so happy at all times, and now she was forcing herself.

Originally, Rarity would be more occupied with all of them. They were her friends after all, and she did care about them. These days however, there was something else on her mind. Something else that she had to do that was more important.

She had to kill every alien life form and monster that invaded their planet.

"Rarity? Rarity?" Octavia called out, snapping the alabaster Unicorn out of her daze.

"Yes? What is it?" Rarity asked.

"You don't have to stay here if you're tired," Octavia said, "I doubt we'll be moving out anytime soon."

Rarity sighed, "If there's a monster attack then I need to know. I missed the last fight, but I don't plan on losing to Ultramare again."

"Rarity," Fluttershy said turning to her friend, "Ultramare is an ally. We're not in competition with her."

"You aren't," Rarity said getting up, "I think I do need to get some rest. I'll see you guys tomorrow."

Rarity walked out of the main computer room, leaving Octavia and Fluttershy alone. Fluttershy sighed as Octavia sat down next to her.

"It's strange," Octavia said, "I remember when she was approached to join MARES. She hated the thought of fighting monsters. Now that seems to be the only thing she lives for."

"She's not that different," Fluttershy said, "She's having just as hard of a time coping as before."

"Coping? With what?"

"Well, it's not my place to say," Fluttershy said, "It's her business after all."

"I see," Octavia nodded, "Yeah, true. If she wanted ponies to know her business she'd probably tell us. She's obviously a private pony."

Fluttershy turned back to her computer, not having the heart to tell Octavia that Rarity wasn't a private pony by any standards. At least, she wasn't when they met five years ago.

The halls of Canterlot Castle were really dark at night. The old Rarity would have been sort of unnerved walking these hallways at night. Now she was a new Rarity. She was stronger, and tougher. Nothing would ever get through her iron will.

"Miss Rarity?" a kind and regal voice said, making Rarity's heart skip a beat. That was the last pony she wanted to see, and she remembered why she never stayed late. She didn't even realize that he had walked past her.

She took a deep breath, and put on her best fake smile and turned around.

"Now Blueblood, how many times do I have to tell you to just call me Rarity?" she said sweetly, "I'm only five years older than you."

Blueblood smiled sheepishly, "Sorry, but it's a habit. I'm still awfully embarrassed by my behavior at the Gala of 2011."

Oh, he still felt bad for how he acted. Yes, it was awful, but once he explained it all was forgiven. Odd to think that he was actually so sweet.

"You don't have to be," Rarity said, "All is forgiven."

Blueblood smiled softly, that smile that drove Rarity insane. Why did "it" have to happen? Why couldn't they be together?

"Um, Miss Rarity, would you care to join me at my usual spot?" Blueblood asked, "I'm sorry if the timing is inconvenient, but I could really use the company of a friend."

That word. Friend. If only he knew what they really were. If only he remembered that he asked her to...

"Oh, I guess I can spare a few minutes for you," Rarity said dismissively. Blueblood smiled and ushered Rarity in the direction of his special place. Contrary to the fabricated Blueblood at the Gala, the real Blueblood was an absolute gentlecolt.

Blueblood's special place was the roof of the castle. He and Rarity spent many special times together up here, as it was the one place that they could be together and not be hassled by those around them. For Blueblood, that meant his mother.

The two of them sat down on the roof looking out at Luna's moon rise. Rarity playfully nudged the young noble.

"Alright, spill it," Rarity said, "You only ever come here when you have a problem that you don't want to face."

Blueblood sighed, "You know me too well. You know how Mother brought me and Dazzle together, right?"

"I remember," Rarity said, looking away slightly, "She's from another aristocratic family, right?"

"Yes, and she's also unbearable," Blueblood said frowning.

"I doubt she's really that-"

"Remember how I pretended to act at the Gala?" Rarity nodded, "Well, she's like that for real, only ten times worse."

"Okay, maybe she is that bad. But what else is new? You're used to dealing with demons like her, right?" Rarity asked.

"Well, yes, but now Mother is trying to get us to marry."

Rarity's heart stopped when he said that. Marry? She wanted them to get married?

"Why?" Rarity asked, trying to hide how devastated she was.

"Well, if we're married, our families will be merged. We've lost a lot of money recently, so Mother wants to get more by marrying into Dazzle's family."

Because apparently hard work didn't apply for the rich. Rarity felt so bad for Blueblood, but she felt even worse for herself.

"There isn't any way for you to get out of this?" Rarity asked.

"I wish. Honestly, if it were up to me I'd just give all of this up. Who knows, maybe if I married somepony else she'd leave me alone."

"Oh? Who would you marry?" Rarity asked, her heart racing for some reason.

Blueblood looked up thinking, and then looked into Rarity's eyes, "Well, you maybe?"

Rarity looked at him shocked, but then laughed, "You're joking, right?"

Blueblood started laughing after a second, "Of course I was," he said loftily, "Though that would really piss my mother off."

"Yes it would," Rarity said, "I mean, if you suddenly got married to someone as promiscuous as moi, the poor mare would have a heart attack."

Both of them laughed, but then Blueblood looked at her seriously, "I am worried about you though, Miss Rarity. I know you're a grown mare, but that life style can't be healthy."

"I use protection, don't worry," Rarity said, "Besides, that's just further evidence that I am the last pony you should ever fall in love with. I'll just break your heart."

"You don't give yourself enough credit Miss Rarity," Blueblood said, "You're truly a magnificent mare. I'm sure that one day, the right stallion will come to you and love you."

She looked at Blueblood and smiled, trying her hardest to hide her tears, "Yes, perhaps your right," she got up and turned her back to him, "I need to go, dear. I have to get rest for tomorrow."

"I understand," Blueblood said, "I'm sorry for taking up so much of your time. Good luck, and be careful fighting those monsters."

"I will," Rarity said, her heart racing more and more, as her emotions became harder for her to hold in, "Take care, Blueblood."

With that, Rarity ran back inside of the castle and started galloping back to her new place in Canterlot, which Princess Luna got for her. Once there, she fell to the floor and cried her heart out, feeling once again the emptiness that came from knowing that the stallion she was meant to be with would never be hers.

"You're fault..." she sobbed, "It's all your fault..."

Flashes of the incident four years ago came back to her. The incident everypony knew as the Equestria Evolution of Magic. She saw flashes of the moment that last moment she and Blueblood had together, and the rock monster that tore them apart.

After she cried for a few minutes, she got up and went over to her phone, deciding it wasn't a good idea to be alone tonight.

"Hello, Maxwell?" she said into the receiver, "Turns out I'm not busy tonight. Um, could you possibly-" the pony on the other end said something, "Oh, I see. Well, the kids are important. Um, perhaps another time then."

She opened up her black book, and crossed out a number before dialing another number, "Jackpot? Are you busy tonight? You aren't?" Rarity's somewhat sad tone changed to a more seductive tone, "Well, it just so happens I was feeling lonely tonight. Perhaps you and I could help each other with our respective problems," while talking to the stallion on the other end, she took off her MARES uniform and began applying her make-up, "Uh huh, I can meet you. Want me to wear the dress you like?" he said something, and she gave a suggestive giggle, "Alright. Give me a few minutes. See you soon," she hung up the phone and opened her closet, pulling out a sexy black cocktail dress.

"Love, what a joke," she said to her reflection darkly, "This is the only true form of love."

The next day, Twilight and Trixie walked to work together. The morning went better now that Twilight was her roommate. For one thing, Twilight could actually cook, so no more going hungry. Also, Twilight made sure they got to work early, so they could take their time going to the castle.

As they walked, they saw Rarity trotting back to her place. She was wearing a black dress and high heels, and she looked like she might have been hungover. Trixie was used to seeing Octavia with that look, but Rarity was the last pony she thought would look like that.

"Rarity? Rarity!" Twilight called out, catching the hungover Unicorn's attention.

"Oh, Twilight? Trixie? Wh-what are you two doing together?" Rarity asked, confirming for Trixie that she had a hangover.

"Going to work," Trixie said raising an eyebrow, "You know, that place we all go together."

"Oh, right. Work," Rarity looked like she was having a hard time thinking, "Um, tell Applejack that I'll be a little late, okay?"

With that Rarity trotted off to her house, leaving Twilight at Trixie. The two Unicorns looked at each other in confusion.

"Aren't you the captain?" Trixie asked. Twilight shrugged her shoulders and they continued their trek to the castle.

While in the shower, Rarity stood under the water, allowing herself to remember the last happy moment she and Blueblood had together.

"Miss Rarity, will you marry me?" Blueblood asked, pulling out a golden bracelet. Rarity was overjoyed, and as a response, she embraced the stallion smiling.

"Oh Blueblood! Yes! YES! I'll marry you!"

Her memories fast forwarded to the moment she met Gogolem.

"Miss Rarity!" Blueblood shouted, running to Rarity as she lied on the ground.

"Blueblood, stay back!" Rarity shouted, looking up at the large black and red rock monster standing over her. She just needed to buy time for her friends to get there.

Finally, she remembered the day she lost everything.

"No! Please, there has to be-" Rarity protested.

"Ah'm sorry, Rarity. Ah know you an' Blueblood had a future tagether, but this is fer the good of all the ponies of Equestria. Ah'd think bein the Element of Generosity, you'd understand."

"So that's it? Because I'm the Element of Generosity I should be okay with giving up my one chance at happiness? Well sorry to disappoint you, but believe it or not, I'm a pony with dreams like every other pony out there!" Rarity turned around and trotted off.

"Rarity, where are you going?" Fluttershy asked.

"Anywhere but here!" Rarity said angrily.

"I can't believe how selfish you're being!" Rainbow Dash said, "This isn't about you, Rarity! This is about-"

"The good of everypony, I get it! But when all this is over, you still get to join the Wonderbolts, Applejack gets to go back to her farm, Twilight continues to learn under the Princess, Pinkie Pie will get Sugar Cube Corner when the Cake's retire, and Fluttershy will be back with her animals. But what about me, hm? What do I get? I'm the one who loses while you and everypony in the world gains! Excuse me for being a little upset!"

With that, Rarity left, turning her back on everything that once mattered to her. Her one chance at a normal life, now taken from her because she was outvoted.

She allowed the water to bring her back to reality, remembering the lesson she was taught that day. The curse of her Element meant she'd never experience happiness. Cursed to give, but never to receive.

During the Equestrian Evolution of Magic, Rarity was the only one who had to sacrifice everything she wanted for the greater good, while everyone of her friends got to see their dreams come true. Since then, she has viewed the Element of Generosity as nothing more than a curse.

She dried her mane, thankful that her new style was easier to maintain. After reapplying her make-up, she put on her MARES uniform, helmet, and then stopped by the Element of Generosity. So many ponies looked at the power as a blessing, or an honor. If only they knew the truth...

"Well, no point in crying about it," she said putting the necklace on her neck. She tried to run away from it, but looks like destiny had other plans for her.

After making a small breakfast, she trotted to the castle, where she saw everyone else standing in front of the computer screen.

"Sorry I'm late," Rarity said, "I got a little tied up last night," she said, halfway speaking literally. Jackpot was into some weird things...

"It ain't nothin," Applejack said seriously, not taking her eyes off the screen.

"What's wrong? Is it a monster?" Rarity asked, stopping when she looked at the screen. She recognized that monster anywhere.

Golgolem lived...

* * * *

The giant rock monster slept in the area of the Canterlot Power Plant. From where it was it didn't seem like it was waking up anytime soon.

* * * *

Octavia and Fluttershy pulled up the screen showing the pathway Insectus took the day before to get to Canterlot.

"We were curious what could have lead to Insectus mutating into something so large," Octavia explained, "So we looked into its path and followed it to see where it came from."

"The general area of origin was the Power Plant," Fluttershy added, "That place has a lot of magic surrounding it, so it probably mutated from eating the sap from the trees."

Twilight nodded, "So, you guys followed its path, and then found Golgolem?"

"That's right," Octavia said, "It wasn't there yesterday, but when we took a look at it, we found it sleeping right in the middle."

"If I remember when we dealt with it four years ago, that thing is nocturnal right?" Rainbow Dash asked.

"Think it's the same one?" Pinkie Pie asked.

"Ah doubt it," Applejack reasoned, "Ah mean, we killed the last one. At least Ah thought we killed it."

"None of that matters!" Rarity shouted, catching everyone's attention, "While that thing is asleep, we should be charging in to destroy it!"

"Hold on a second," Trixie said, "You guys talk as if you dealt with this thing before. How is that possible?"

All of the Elements of Harmony looked at each other and grimaced.

"Trixie..." Twilight began, "I..."

Before Twilight could finish, Rarity began trotting out of the computer room.

"Rarity, where are ya goin?" Applejack asked.

"To get MARES Wing #1," she said, still walking, "That thing and I have unfinished business apparently."

"Rarity," Fluttershy ran in front of Rarity and put a hoof on her shoulder, "We don't know if that's the same one. It might be one of the original's children."

"Either way, it's Golgolem. Besides, it's a monster, and our job is to kill monsters," Rarity stated harshly, "If any of you want to join me, then I'll be waiting on the field."

Rarity pushed Fluttershy out of the way and galloped to the hanger.

"Rarity..." Fluttershy said sadly. Trixie looked at everyone, and then stood up.

"Twilight, permission to accompany her," Trixie said, looking at Twilight.

"Granted," Twilight said, "Look after her, okay?"

Trixie nodded and galloped after her.

"Will they be okay?" Vinyl asked.

"Ah'm sure those two will be fine," Applejack said, "In the meantime, the rest of us need ta come up with a plan as well."

When Trixie arrived in the hanger, she saw Rarity inside a MARES Wing #1 preparing to take off. She ran up to it and opened the hatch.

"Got room for one more?" Trixie asked, sitting down in the copilot seat. Rarity looked back at her in shock, but then smiled.

"Just don't slow me down, okay?" Rarity said arrogantly. Trixie smirked, and the two of them took off to the Power Plant.

The flight to the Power Plant was silent for the most part. Trixie decided it was time to get to the bottom of this situation, even if it was only a little.

"So, what do you have against the monsters?" Trixie asked.

"They're threatening Equestria," Rarity stated, "Isn't that enough?"

"For the others, sure. You on the other hoof seem to simply hate them, this one in particular. What happened?"

Rarity sighed before answering, "Don't tell the others that I told you this, okay?"

"My lips are sealed. Cross my heart and hope to fly, stick a cupcake in my eye," Trixie said, remembering what Twilight told her about a Pinkie Promise. You never broke a Pinkie Promise.

That seemed to get through to Rarity, who relaxed a bit, "I'm sure by now you realize that the Equestrian Evolution of Magic wasn't so much of a miracle on our parts, right?"

"Yeah, I sort of figured," Trixie said honestly, "You guys had to fight the monsters before, didn't you?"

Rarity nodded, still not turning to Trixie, "Four years ago, something happened that no one but me and my friends remember," Rarity said somberly, "It was awful, but as you can see, the world turned out for the better. Communication became easier through telephones, news could be broadcasted through televisions, hard work became menial through various machines, and right now we're flying, something that before was reserved for Pegasi."

"Well, that's great for us," Trixie said, "But what about you? What did you get? Or rather, what did you lose?"

Rarity stiffened in a way that told Trixie she hit the mark, "Imagine if you would, falling in love with somepony, your soul-mate basically. You set up a future together, plan to settle down, have a few kids, all of your dreams come true. Then all of a sudden, you're called to action, and because of that action, you have to give up your dream. Even worse, all of your friends get to have their dreams come true, while all you get is a pat on the back. Tell me Trixie, is that fair?"

Trixie thought about that, and who she was talking to. This Unicorn wasn't just a regular Unicorn. She was a chosen pony, an Element of Harmony. She put herself in Rarity's shoes, thinking of how she would feel, if Octavia and Vinyl all got their dreams to come true, and she was the only one who was alone in the end.

"Honestly," Trixie said, "I don't think that's fair. Yeah, you're the Element of Generosity, and there probably isn't anything you can do about that. But to help others achieve their dreams, but your dreams never get fulfilled, that's too much."

Rarity laughed sadly, "You don't think I'm being selfish?"

"Oh, you are, don't get me wrong, but there's nothing wrong with being selfish about what you want, especially for somepony who's always giving to others."

They were silent for the rest of the trip, but Trixie felt like she understood Rarity a lot more now. She looked down at the Element of Light, realizing that in some weird way, they were the same.

Destined to fight for ponies, even though they just want to be normal.

They arrived at the Power Plant area, where they saw Golgolem sleeping peacefully. MARES Wing #1 landed, and the two MARES officers ran over to Golgolem and examined it.

"So, what's the plan?" Trixie asked, shocked when she saw Rarity pulling out her laser, "What are you-"

Rarity fired right at Golgolem, her lasers only knocking off some of the rock protecting its skin.

"Hmph, so lasers aren't going to work," Rarity said, "I should have borrowed Octavia's bazooka."

Trixie almost had a heart attack. They were close to getting trampled on, but Rarity was more concerned with not having enough firepower? Just what was this mare on? Their communicators went off, but only Trixie answered hers.

"This is Trixie," Trixie said.

"Trixie, how's it lookin?" Applejack asked from the base.

"Well, it's body is made of some sort of molten rock. Either that or its using it as armor. I don't think conventional weapons will be enough."

"The MARES Wing jets have more firepower," Applejack stated, "Also, with it asleep the more sensitive parts of its body are protected. Ya'll should wait there fer the rest of us ta arrive."

"Understood Leader," Trixie said turning to where Rarity was, "Rarity, we were told to-"

"I heard," Rarity said darkly, her entire body trembling, "She can't really think I'm just going to sit here, does she?"

"Rarity, this monster is-"

"SHUT UP!!!" Rarity screamed, shocking Trixie. Rarity looked up at the monster, her breathing picking up as the memories flooded back to her. It was this monster, or one just like it, that cost her everything.

Blueblood...

"It's all it's fault..." Rarity said softly.

"Rarity, calm down," Trixie reasoned.

"This thing did it..." Rarity continued, her voice picking up as she spoke, "It took my happiness away from me... forced me to fight... forced me to give him up..."

"Rarity, this monster is asleep at the moment," Trixie said, "We can wait for the others, and then take it out together."

"No... this one is mine..." Rarity said through gritted teeth, "I've wanted a rematch for a long time... No one is going to take this from me...! Not Applejack, not Twilight, and especially not Ultramare!"

Rarity turned back to MARES Wing #1 and ran into the cockpit. Trixie ran after her, but the cockpit closed before she could get inside.

"Rarity! Get out of there!" Trixie shouted.

"He's my target!" Rarity shouted, "I'm the only one who can kill this monster!"

MARES Wing #1 took off, and immediately started firing its lasers at the monster rapidly. Like Applejack said, the MARES Wings were stronger, so they could damage the beast. However, Trixie's fears were also confirmed.

The monster woke up, and it wasn't happy about being so rudely awakened.

Golgolem roared, and then fired a ball of molten energy at MARES Wing #1. The jet flew to the side out of the way just in time.

"Oh, finally awake, hm?" Rarity taunted, "Now this is a fair fight!"

MARES Wing #1 flew all around the monster, firing it's lasers at it. The monster's head actually flew out, connected to some sort of tentacle like neck, and tried to bite the jet, but once again it flew out of the way.

Trixie was frantic watching this. She looked over at the power plant and saw some of the workers still there. She puled out her communicator as she galloped to their aid.

"She's WHAT?!" Applejack asked in shock holding her communicator as she, Rainbow Dash, Fluttershy, Pinkie Pie, and Vinyl all prepared to fly off it MARES Wings.

"I tried to stop her, Leader, but she wouldn't listen!" Trixie said. Applejack groaned in frustration.

"Look, we're on our way! Fer now, just focus on gettin the workers ta safety! We'll be there ta help out in a bit!"

"Roger that Leader!" Trixie said.

"An' Lulamoon," Applejack said softer, walking away from everyone else, "Do whatever it takes ta get though ta Rarity. Ah don't care if ya gotta fight her. Prioritize both the safety of the workers an' Rarity, is that understood?"

Trixie was silent for a second, but Applejack knew that she was thinking, "Roger!" she said before hanging up. Applejack breathed out in relief, knowing that Rarity would be in good hooves until they got there, and then trotted over to her team.

"Alright, we gotta get there pronto! Rainbow Dash, you and Fluttershy take a second MARES Wing #1 to the scene ta help Trixie with evacuations. The rest of us are ta take MARES Wing #2 and support Ultramare when she shows up, is that understood?"

"ROGER!" All of them said at the same time.

"MARES, move out!" Applejack commanded. All of them ran into their jets, and flew out of the hanger, MARES Wing #1 flying ahead of the larger MARES Wing #2, where Applejack was praying for the safety of her comrads.

Look out fer her, Trixie. Please.

"Die, die, DIE!!!!" Rarity screamed, frantically firing at the monster, who was flailing it's tentacle head around trying to whack the enraged mare. The MARES Wing #1 jet she was in flew around trying to get another clean shot, which she got by firing into it's neck. The blast did do some damage, but the laser also flew close to the Power Plant, almost hitting it.

Trixie looked up at that and saw Rarity was in position to fire again, but the monster shot a molten blast at her, making her fly out of the way.

"She's being too reckless!" Trixie said to herself. She then saw a second MARES Wing #1 jet flying over the Power Plant, and landing nearby. Fluttershy ran over to her to help, but screamed as a laser came in contact with the ground next to her.

"Fluttershy!" Trixie shouted, running over to her, "Are you okay?"

"Y-yes..." Fluttershy stuttered as Rainbow Dash also ran to her aid.

"Sheesh, Rarity needs to watch where she's firing!" Rainbow Dash shouted.

"I don't think she's in the right head anymore," Trixie said, "She's fighting out off rage. I don't think she can hear us at the moment."

"Trixie," Fluttershy said, "Take the MARES Wing #1 with Rainbow Dash. I'll take care of evacuations."

"Are you sure?" Rainbow Dash asked, "I don't want to leave you here alone."

"I'll be fine," Fluttershy said, "You're a better pilot, and Trixie is a better shot. I'd just get in the way."

Trixie wanted to protest, but there wasn't any time. Both she and Rainbow Dash nodded and ran into MARES Wing #1 as Fluttershy got to work on evacuations.

MARES Wing #2 flew into firing range and began charging up it's lasers, but Rarity's MARES Wing #1 flew in the way and fired it's laser at Golgolem. The monster cried out in pain, and then fired it's molten blast at them. Rarity's jet was fast enough to dodge, but MARES Wing #2 took the blast, taking serious damage.

"AHH!!!" Applejack screamed, "Rarity, yer not thinkin straight! Ah order ya ta fall back!"

"Order denied!" Rarity said, shocking Applejack, Pinkie Pie, and Vinyl.

"What?" Applejack asked.

"This is my kill! No one else is going to take this monster!" Rarity shouted, cutting the link.

"Damn it, this isn't a game!" Vinyl shouted, "Lives are at stake here!"

"Leader, what should we do?" Pinkie Pie asked. Applejack didn't know what to do. She understood Rarity's anger, but she was doing more damage to the terrain than to the monster. One stray shot...

Rainbow Dash's MARES Wing #1 flew to the scene, firing at Golgolem as well. Golgolem fell back from the attacks.

"Rarity, we're here to help!" Rainbow Dash said. Inside her MARES Wing #1, Rarity was livid, shaking she was so enraged.

"I told you..." Rarity said, "to stay OUT OF MY WAY!!!!"

Rarity's MARES Wing #1 flew closer to the monster, and she fired all of her lasers at it screaming in anger.

"I HATE YOU!!!! I HATE YOU!!! I HATE YOU!!!" she screamed, completely out of control and consumed with memories of lost dreams, "I'll never be held by him again! I'll never be loved! It's all your fault!" she cried, still firing at Gogolem, not knowing that everyone in MARES was tuned into her frequency and heard her, "You and every other Faust forsaken beast out there! I'll kill every last one of you with my own hooves!"

Back at the MARES HQ, Twilight was looking down in sadness hearing what Rarity was saying. Now she understood why she was the way she was, and it hurt knowing she was partially to blame.

"Oh Rarity..." Twilight said, shedding a tear for her friend.

"She's in so much pain..." Octavia said, wiping her eyes as she could feel her sadness herself, "Poor thing..."

Rarity cried out, flying past Gogolem firing at it's face again. Gogolem roared in anger, but then fired a molten blast at her jet, about to hit it's engines.

"Rainbow Dash!" Trixie shouted.

"Already on it!" Rainbow Dash shouted, "This isn't going to be pretty!"

Rainbow Dash and Trixie's MARES Wing #1 flew in the way of the blast, their wing being destroyed and sending them into a tail spin to the ground.

Fluttershy looked up in horror when she saw that, "NO! Rainbow Dash, Trixie!"

Rainbow Dash managed to get them to land upright, but the landing was rough and the jet was totaled. When Trixie came to, she saw that they landed in the forest. She looked over at Rainbow Dash and saw that she was out cold.

Trixie pulled Rainbow Dash out of the jet, and then looked back at the fight. As she did, the Element of Light started flashing. Trixie galloped over to the fight, using her magic to activate the Element of Light. She then leaped into the air, merging with the light.

Ultramare rose out of the forest, her arms appearing as if stretching, and then got in a fighting stance looking at Golgolem.

"Ultramare!" Pinkie Pie shouted happily.

"Yes! I knew she'd show up sooner or later!" Vinyl said, equally happy. Applejack just breathed out in relief. The meant Trixie and Rainbow Dash were safe.

"Twilight, Ultramare has entered the scene!" Octavia said looking at her computer. Twilight nodded and sat down, feeling a little more relaxed, but only a bit.

"Oh no..." Rarity seethed, "Not this time, bitch! You won't take this kill from me!"

Ultramare ran over to Golgolem and jumped on its back. She then began pounding on its back, not doing really any damage. Golgolem shook Ultramare off its back, and then turned around and whacked her with its tail.

Ultramare caught its tail, and slammed her knife hand into its side. She then kicked its side a few times, but Golgolem got its tail free and turned around, firing molten energy point blank into Ultramare's chest, and knocking her back.

Ultramare got up, but Golgolem's head shot out and whacked Ultramare. She rolled to the side, and braced her self as it whipped its head over to her, knocking her onto the ground again. Ultramare stood up, and ran over to Golgolem again, but something shocking happened.

A laser fired at both her and the monster. Ultramare looked up and saw Rarity's MARES Wing #1 flying down to her and the monster.

"Rarity?!" Octavia shouted, "Twilight, Rarity just fired at Ultramare!"

"What?!" Twilight cried, now looking at the screen which was showing the fight, one that Rarity was slowly costing them.

"This is my fight Ultramare! Stay out of this!" Rarity shouted from her jet.

Ultramare held up her hand to the jet as if to say something, but Golgolem's roar caught her attention. Golgolem charged up to her and knocked her to the ground. Ultramare stood up and grabbed it's neck, and started punching it in the face. That ended though when Rarity fired at both of them again, knocking them in different directions.

"What is that mare doing?!" Vinyl shouted.

"She's firing at both the monster and Ultramare," Pinkie Pie said, "Come on Vinyl, that one was easy."

"Ugh, I know Pinkie," Vinyl said, "But I want to know why!"

"She's completely lost it!" Fluttershy said from the surface, "She can't differentiate between the monster and Ultramare!"

"We gotta get her ta cool it," Applejack said, watching as Ultramare tried to focus on both dodging Rarity and fighting the monster, "Fluttershy, can ya go check on Rainbow Dash?"

"Y-yes, but what about Trixie?" Fluttershy asked.

"Ah'm sure she's jus' fine," Applejack said, secretly catching Vinyl Scratch's attention, "Right now our main focus is calmin Rarity down. Vinyl, is there a way ta shut her MARES Wing down?"

"If you can give me a few minutes, I can hack into the motherboard of her ship and force it to shut down!" Vinyl said.

"Do that!" Applejack said, looking at the fight and gritting her teeth, "Come on Ultramare, live damn it!"

Vinyl got to work, but secretly she was thinking of how weird Applejack was. She was like that the first time she saw Ultramare, and then Trixie was nowhere to be seen. She was always covering for Trixie, and Trixie was never in the same place as Ultramare.

What was going on here?

Golgolem fired its molten blast at Rarity's ship, but it flew out of the way making the blast hit Ultramare. Ultramare fell to one knee, but then stood up and began charging up energy into an orb. She then held it next to her face, and then threw it out sending a stream of energy at the monster. Golgolem fell back onto the ground. Ultramare was about to run over to the monster, but Rarity's MARES Wing #1 fired at Ultramare knocking her to the ground.

"I told you to stay out of it!" Rarity shouted.

Inside the MARES Wing #1, Rarity had a look of sheer madness on her face as she targeted the monster.

"This is it," Rarity said with a crazed smile, "You're going to pay just like all the other," she laughed maniacally, "Now scream real good for Mommy."

Ultramare looked up at the jet, and then down at the monster, and saw something horrible. She had to stop her now or else...

Do whatever it takes ta get though ta Rarity. Ah don't care if ya gotta fight her...

Ultramare recalled the words of Applejack, realizing what she had to do. She got up, and ran over to stand in front of the monster, and did something that shocked everyone.

She swatted Rarity's laser shot away, saving the monster.

Everyone in MARES was wide eyed. Did Ultramare just protect that monster?

"What the?!" Pinkie Pie shouted.

"Ultramare?" Vinyl asked, now even more confused.

Octavia was frozen, as was Twilight.

"Ultramare... why?" Twilight asked.

"You finally did it..." Rarity said shaking, "You finally showed us your true colors..." she gritted her teeth and readied her lasers, now targeting Ultramare, "I'll kill you too...!"

Rarity's MARES Wing #1 began firing its lasers continuously at Ultramare, who put up her shield to defend herself. If the ghostly grunts of pain were anything to go by, she was having a hard time with it too.

"You're just as bad as the monsters, Ultramare!" Rarity shouted from her jet, "I hate you!"

Ultramare shook her head, still holding up her magical shield. She fell to one knee from the strain, along with her Color Timer beginning to flash red.

"What's goin on here?" Applejack asked, "Clearly Ultramare sees somethin we don't."

"I just don't see why Ultramare would defend a monster," Fluttershy said. Octavia's gasp was heard by everyone.

"Guys! She's not!" Octavia shouted, catching everyone's attention.

"The monster landed right in front of the Power Plant!" Octavia said, as Twilight slowly started smiling, "If the monster explodes there the whole place will go, and take most of Canterlot down with it!"

"Guys, you have to save Ultramare!" Twilight said, "Vinyl, how's that override program?"

"I can launch it at anytime!" Vinyl said.

"Then do it!" Twilight commanded.

"Consider it done!" Vinyl shouted, pushing a button. From their point of view, Rarity's MARES Wing #1 suddenly stopped firing, "Sorry to do this to you, girl, but you're out of control."

"What's going on?!" Rarity screamed, slamming her hooves on the dashboard, "No!!!"

The MARES Wing #1 slowly landed, and Ultramare lowered her arms breathing in relief. That relief was short lived though, as Golgolem wrapped its tentacle head around her neck, chocking her. She flailed around trying to pull herself free, getting a little frantic as her Color Timer began flashing faster and faster.

The was the worse it had ever been.

As her MARES Wing shut down, Rarity ran out of her ship and ran over to Ultramare and the monster with her machine gun. She was about to fire at Ultramare again, but Fluttershy flew on top of her and held her to the ground.

"Get off! Get OFF!!!" Rarity screamed frantically.

"Rarity stop!" Fluttershy shouted as Rarity struggled.

"I'll kill her! I'LL KILL HER!!!!"

"I said STOP!!!" Fluttershy shouted, turning Rarity onto her back and actually staring into her eyes seriously. Rarity stopped instantly, "Look at yourself! Look at what you're becoming! Ultramare is our ally, and she's about to die because of you!"

"But she-"

"Protected the Power Plant that you almost destroyed!" Fluttershy shouted. Rarity looked over to where Golgolem was and saw the Power Plant right next to it. Her eyes were wide. Did she almost destroy the Power Plant herself?

"But... I..." Rarity said, trembling as the realization hit her, "I was... just..."

"Oh Rarity..." Fluttershy said, pulling Rarity into a loving embrace as the Unicorn broke down. She almost destroyed Canterlot herself. And even worse, she almost killed Ultramare.

The fight commenced, Ultramare now on her last legs. This was the worse it had ever been.

A large blue stream of energy shot the monster, knocking it back and away from the Power Plant. Now that she was free, Ultramare fell to one knee as MARES Wing #2 flew down to her.

"Ultramare, ya alright?" Applejack asked from the jet. Ultramare nodded slowly as a response, "Let's finish this tagether so ya can get some rest."

Ultramare stood up and charged magic into her arms while MARES Wing #2 charged up its main laser. Ultramare threw her arms to the side, and then brought them into a cross and fired a white stream of energy, while MARES Wing #2 fired it's main cannon. Both blasts hit the monster, making it explode.

Ultramare's Color Timer was almost finished, so Ultramare had to hurry. She immediately jumped up and flew up into the sky, disappearing into the sunset.

MARES Wing #2 landed and Applejack, Vinyl, and Pinkie Pie ran over to Fluttershy and Rarity, the latter was absolutely devastated by her actions. Rainbow Dash and Trixie both ran over to her as well.

"Is she...?" Trixie asked.

"Ah don't know," Applejack said, "But she will be, Ah'm sure."

Rarity continued to cry as the memories flooded to her. Memories of what she had, what she lost, and what she almost did just now. She didn't know, but Trixie was looking at her seriously as she cried. They really were alike.

"Use this time to think about what your actions, Element of Generosity," Luna said sternly. Rarity, not wearing her MARES uniform, bowed.

"Yes, Princess. I thank you. It's more than I deserve," Rarity said. She then trotted out of the throne room, feeling heavier with every step. In the hallway, she stopped when she saw Blueblood up ahead. Maybe she could spend some time with him. He didn't look to busy after all. She took a deep breath, and trotted over to him with a hopeful smile.

She stopped when she saw a white Pegasus mare with a long blond mane and tail and a pearl Cutie Mark trot over to him. Faust, not even Rarity wore that much make-up. Rarity saw Blueblood grimace, and then kneel down in front of her. He asked her something, to which the mare gushed loudly and embraced him.

Rarity sighed, the light leaving her expression.

"Well, so much for that," she said turning away. She left the castle, seeing Trixie sitting on a bench waiting for her, still wearing her uniform. Trixie smiled and galloped over to her.

"You know, you didn't have to wait for me," Rarity said. Trixie shrugged her shoulders.

"Eh, I thought you might now want to be alone," Trixie said, "I can at least walk you home."

Rarity smiled as a response, and the two of them began the quiet walk to her house. After a few minutes of silence Trixie finally spoke up.

"I heard that you didn't get fired," Trixie said, "That's good right?"

"I suppose," Rarity said softly, "I'll be able to return to work in a few days." Trixie nodded in response, and for a while both of them were silent. When they turned the corner Rarity stopped walking and looked down, biting her lip. Trixie stopped as well and turned to her.

"Is something wrong?" Trixie asked.

"Trixie, I really messed up," Rarity said, "Ultramare is our ally, yet I turned on her and tried to kill her. She must hate me now. What if she doesn't come and help us anymore?"

"I don't think you have to worry," Trixie said, "Ultramare doesn't seem like the type to hold a grudge. I know she's already forgiven you."

Rarity laugh a bit, "You seem to know her pretty well. It's almost like you are Ultramare," both Trixie and Rarity started laughing at how ridiculous that statement was, but then Rarity got serious again, "I don't know what to do though. I can't just let go of my hatred, but..."

"Then don't," Trixie said, surprising Rarity, "Sure, try to remember who your friends are next time, but you don't have to change who you are."

"Trixie..." Rarity said smiling. She walked toward her house, but stopped when Trixie put a hoof on her shoulder.

"Also, don't give up," Trixie said, "Whoever this stallion is, if you two are meant to be together, then you'll end up together."

Rarity sighed and walked into her house. Trixie watched her enter, and then trotted back to the base.

"Hello?" Rarity asked answering the phone, "Um, can you come over tonight Jackpot?" Rarity waited a few seconds while the stallion on the other end spoke, "Oh, your wife came home? I see... No, no, I'm fine. Um, give me a call when you're free, okay?"

Hanging up her phone, she wiped her eyes trying her hardest not to cry. She then began dialing the next number on her list.

"Hi Fancy Pants, this is Rarity," Fancy Pants spoke for a few seconds, "Oh, I'm fine. I had a mishap at work, but I'll be... I'll be fine..." she swallowed in the sob as best as she could before continuing, "So, are you free today? You are? Perfect, because I don't want to be alone tonight. Do you want me to wear the dress you like?" as Fancy Pants spoke, she got up and pulled out a skimpy red dress, "Then I'll see you in a few."

She hung up her phone, and after putting on the red dress she looked at herself in the mirror. Clearly she and Blueblood weren't meant to be together. Besides, why would he want to be with a mare as dirty as her?

"This is... the only true form... of love..." she said right before collapsing in front of her mirror, breaking down in front of her reflection.

Author's Note

This episode was one I had been wanting to write for ages, so I hope it turned out well.

So now we know a bit more about the Equestrian Evolution of Magic, but what's the whole story? Why doesn't anypony remember, and what did Twilight and the others do that made Rarity so upset?

Speaking of Rarity, this is by far the most tragic Rarity I have ever written. I found myself fighting back tears a bit as the ending of this episode hit me. Do you guys think she's being selfish? Or do you agree that it isn't fair that she's the only one who didn't have her dreams fulfilled at all?

Is it wrong for the Element of Generosity to wish for something herself? Or should she just resign herself to a life of never gaining, but always giving.

We Built this City

As this is a tokusatsu crossover, I imagine that the characters are all actually speaking Japanese, but with English subtitles. So you guys are actually reading the TV-Nihon sub. Just a bit of trivia that may or may not interest you as a reader.

We Built This City

Ultramare vs Arigera (Ultraman Mebius)

"Captain, it's coming!" a Pegasus in a Wonderbolt uniform shouted.

"What?! Now?! We haven't finished-" Spitfire's statement was cut off as a loud roar was heard in the distance, "Damn it! Get the fighter jets ready! We're taking Arigera down this time for sure!"

"Yes, Ma'am!" the Wonderbolt said running out of the room. Spitfire turned to the window looking out at the remains of their base with gritted teeth. It was a miracle the Wonderbolts still existed after the last attack. Neo Cloudsdale wouldn't survive another attack.

Three blue and gold fighter jets were flying away from Neo Cloudsdale. According to their radars, Arigera was going to be coming from this direction.

“Fleetfoot, Thunderlane, prepare to fire missiles on my mark,” Soarin said into his radio.

“Already charged up,” Thunderlane said arrogantly, “You guys are too slow.”

“Remind me again which one of us actually hit it once and which one misses every time?” Fleetfoot taunted.

“Alright guys, focus,” Soarin said, “We only get one shot on it, and if we miss it-” he was cut off by Fleetfoot's gasp, “What's wrong?”

“It's coming! Fast!” she shouted.

“Where?!” Thunderlane asked frantically, “I don't see it!”

“It's coming from right in front of us!” Fleetfoot shouted.

“Brace yourselves! This won't be pretty!” Soarin commanded. Before any of them could actually get their hooves on the trigger, something red and blue flew past them at super sonic speeds, creating a sonic boom that knocked the ships back.

“AHH!!!!” Fleetfoot screamed.

“Fleetfoot!” Thunderlane shouted, seeing her jet fly off further than his or Soarin's. Before he could say anything else, he saw three fireballs hit her jet, immediately destroying it, “NO!!!”

“Damn it!” Soarin shouted slamming his hoof on the dashboard, “We have to change our plans! Thunderlane, fall back and-”

“This asshole's gonna pay!” Thunderlane shouted flying after Arigera.

“Thunderlane, no! Come back!” Soarin shouted flying after Thunderlane's jet.

Thunderlane saw Arigera up ahead, but when he fired his missiles, Arigera did a full barrel roll up and over his jet, stopping behind it.

“W-what?” Thunderlane asked, now terrified looking at the red and blue dragon-like monster behind him. Arigera charged up two lights on its shoulders and fired fireballs from them at Thunderlane's jet. He managed to pull to the side just in time to prevent destruction, but his ship's left wing was destroyed, causing him to tailspin to the ground.

“THUNDERLANE!!!” Soarin shouted, flying as fast as he could to Thunderlane's jet. He flew his own under Thunderlane's, catching it and helping it land safely, but both jets hit the ground hard. Soarin jumped out of his jet and flew to Thunderlane's to check on him.

“Thunderlane! Thunderlane!” Soarin shouted, shaking his comrade frantically. He then looked up to see Arigera fly over the main metropolis of Neo Cloudsdale. It picked up speed right before hitting the main residential area, breaking the sound barrier. The resulting shock wave blew all of the buildings away, literally destroying the entire metropolis in one assault.

Soarin looked down in agony, and pulled out his radio, “This is Soarin... mission failed...” he said softly.

“Yeah Soarin... I see...” Spitfire said equally upset, “Damn!”

“Spitfire, I think it's time we called them,” Soarin said, hearing a groan from the other end.

“This is our city, made by pegasi for pegasi! We should be the ones defending it!”

“But our weapons alone aren't enough to damage it! We can't even catch it! Spitfire, we need MARES.”

“What difference can they make?” Spitfire asked harshly.

“You'd be surprised,” Soarin explained, “Besides, Dash is with them. Faust knows we could at least use her.”

Spitfire was silent for a long time, but she eventually sighed, “Fine, I'll give them a call, but only as consultants! Cloudsdale is a pegasus city. We don't need anyone without wings defending it.”

She hung up, leaving Soarin to his thoughts. Spitfire had a lot of pride as a pegasus, and as the leader of the Wonderbolts. Her distaste for MARES was known by everyone, and she didn't hide her annoyance that Rainbow Dash had opted to take a leave of absence to join them full time. Still, Soarin understood her reasons, and he didn't mind at all.

Besides, what Spitfire was over looking was that MARES had the highest success rate at fighting the monsters. Whether or not she liked it, the Wonderbolts needed help. They needed MARES.

The next day, MARES Wing #1 and MARES Wing #2 landed right outside the Wonderbolts' base. Out of MARES Wing #1 came Vinyl and Rarity, with Trixie, Applejack, and Rainbow Dash exiting MARES Wing #2.

“So, how's it feel being back in the suit?” Rainbow Dash asked Rarity.

“It feels great being back in action,” Rarity said, “I was dying of boredom back home.”

“Just try to remember who your allies are this time, okay?” Vinyl asked, getting a scowl from Rarity.

“I'm embarrassed enough as it is, don't rub it in,” Rarity groaned.

“Alright y'all, enough goading the lioness,” Applejack said with a smirk. If she hadn't turned around she would have seen Rarity glaring daggers at her, “Rainbow Dash, you lead the way.”

“Right,” Rainbow Dash said looking up at the large white building with a slight grimace. Trixie walked over to her.

“Hey? Are you okay?” Trixie asked.

Rainbow Dash sighed, “This isn't going to be pleasant...”

She trotted ahead, leaving Trixie a bit confused. She shrugged and followed the Pegasus mare into the building.

With the advancements in magic, new denser clouds can be created, allowing even earth ponies and unicorns to walk the streets of Cloudsdale, which has been revamped into the metropolis Neo Cloudsdale.

Spitfire waited in her office, looking out at the remains of the Wonderbolts' base from her window. It made her sick, thinking about the ponies that she was about to meet. Truth was, she didn't have a problem with other ponies themselves, but this was a pegasi town.

At least, it used to be...

“Captain,” someone said from the door. She turned and saw a pegasus wearing the cadet uniform.

“Yes, ensign?”

“MARES officers have arrived. Should I let them up?”

Spitfire sighed, “That won't be necessary. I'll come down to meet them.”

The ensign saluted and trotted out of the office. Well, Spitfire thought, no point in putting it off. Hopefully there would be more pegasi down there. She didn't want to deal with other types of ponies more than necessary. Hell, she'd deal with Fluttershy first, and she was so grounded that she might has well been an earth pony.

This was the first time many of them had ever been in the Wonderbolts HQ, and it was quite a site to behold. The main building was almost as large as the castle. Outside where their jets were kept it looked like there was a fight, but thankfully the main building was fine.

“Well, what do you guys think?” Rainbow Dash asked turning to the others, “This is the Wonderbolts' main branch. Quite a sight to see, ain't it?”

“I'll say,” Trixie said walking around and taking it all in, “Was this place made with clouds too?” she accidentally bumped into a very large Pegasus wearing the Wonderbolts' uniform. She smiled sheepishly as the Pegasus glared at her.

“Wouldn't be able to tell, would you?” Rainbow Dash said, “The new clouds produced in the cloud factory are smoother as a result of them becoming more dense, which allows ponies like you guys to walk on them.”

"You sound almost as smart as Twilight,” Vinyl said, partially taunting her.

“She may be an expert on unicorn magic, but when it comes to pegasi magic, there can only be one,” Rainbow Dash bragged.

“So that's what happened to the peace and quiet here,” another, sort of raspy voice said. Walking over to the team was a bright orange Pegasus with a fiery red and orange mane and tail, her Cutie Mark being what looked like a bird made of fire.

“Spitfire, good to see you,” Rainbow Dash said walking over to the aptly named Spitfire and bumping hooves with her.

“Likewise,” Spitfire said, “You're looking well. That uniform looks good on you. Not as good as a Wonderbolt uniform, but...”

“Eh, I know. Nothing looks as good on me as a Wonderbolt uniform, but I do bring out the best in this,” Rainbow Dash looked up and posed. Applejack cleared her throat in order to get her attention, “Oh right, Spitfire, these are the ponies I brought with me. This is our Field Commander, Applejack.”

“Nice ta meet ya in person,” Applejack said holding out her hoof. Trixie noticed that Spitfire looked down at Applejack's hoof for a long time before finally shaking it.

“Yeah, nice to meet you,” Spitfire said offhandedly. Applejack raised an eyebrow watching her trot off.

“This is Vinyl, and our other primary pilot Rarity,” Rainbow Dash continued, surprising Spitfire.

“Wait, you mean she's a pilot?” Spitfire asked incredulously looking at Rarity, “I thought unicorns belonged in libraries, not in the air.”

Rarity glared at Spitfire, and Vinyl found herself holding her back before Rarity slapped the taste out of her mouth.

Sensing things were about to get ugly, Trixie walked over to Spitfire and held her hoof out.

“I'm Trixie,” she said smiling as pleasantly as she could, “MARES pilot and field officer.”

Spitfire raised an eyebrow looking at Trixie, and eventually just walked away from her, surprising Trixie a bit, “Rainbow Dash, could I talk to you privately for a second?”

“Yeah, sure...” Rainbow Dash said. She met eyes with Trixie briefly before trotting away with Spitfire. Applejack, Vinyl, and Rarity gathered around her.

“That bitch is really asking for it,” Rarity seethed.

“Geez, what does she have against unicorns, anyway?” Vinyl asked.

“Magi-Tech is powered by condensed unicorn magic,” Applejack explained, “That's also the reason we're allowed ta walk these streets. Some pegasi just don't like the thought of sharin their territory.”

“Yeah, well that's not my problem,” Rarity said glaring at Spitfire, “She can hate me all she wants, but there's a monster here that needs to be killed and I'll be damned if she stops me from killing it.”

“Careful, Captain Ahab,” Vinyl taunted, “Wouldn't want to fire at the wrong target again, would you?”

“You know, you can get some too, Vinyl,” Rarity growled. Trixie looked at Spitfire and Rainbow Dash arguing in the distance, sort of able to sympathize with Spitfire. At one point she felt like the Equestrian Evolution of Magic stole magic from her.

They weren't too different, the two of them.

“What is this, some kind of sick joke?!” Spitfire asked in a hushed tone.

“No, you said that you needed the best, and we gave you the best,” Rainbow Dash said simply, “Besides me, Rarity is our best pilot, Vinyl knows the most about Magi-tech, and Trixie-”

“Is a unicorn! What the hell does she know about the sky?! What do any of them know about the sky?!”

“Spitfire, the sky doesn't just belong to pegasi anymore,” Rainbow Dash said with a sigh, “And like it or not, you need us. You wouldn't have called us otherwise.”

Spitfire swore under her throat, and then stormed back over to Applejack and the others.

“So, you're the field commander here?” Spitfire asked.

“Yeah, Ah am,” Applejack said, “Ah'd like it if ya took Trixie an' Ah to the latest attack site.”

Spitfire looked at Trixie briefly before turning back to Applejack, “Fine, follow me.”

Spitfire walked off as Rainbow Dash trotted back to the group.

“Dash, Could ya take Rarity an' Vinyl to the shipyard?” Applejack asked, getting a salute from Rainbow Dash.

“Got it, Leader,” Rainbow Dash said. Spitfire turned to Rainbow Dash and looked at her in shock before Rainbow Dash walked off, leading the two unicorns down another hall. Trixie frowned looking at Rainbow Dash, but was taken out of the moment by Applejack putting a hoof on her shoulder.

“Let's get goin,” Applejack said. Trixie nodded. The two of them galloped after Spitfire, who lead them out of the HQ. Everyone in MARES had the feeling this was going to be their toughest mission yet, and not necessarily because of the monster.

That might be the easiest part of the mission.

Rainbow Dash, Rarity, and Vinyl arrived in the shipyard after a minute of walking. It was a quiet walk, but that was fine with Rarity. She had a lot of thinking to do.

Normally during a mission, she'd be somewhat annoyed at the thought of Ultramare coming. This time though, she found herself hoping that Ultramare would show up. She didn't know if Ultramare could speak Equestrian (she had never heard Ultramare say anything beyond a grunt actually) but she seemed to understand Equestrian. Good, because she had to say something to Ultramare.

After her suspension ended, she insisted on being sent on the next big mission. Twilight and Applejack weren't sure, but Trixie had vouched for her. Rarity hadn't expected that to make a difference, but Applejack immediately changed her tune, saying that she trusted Trixie's opinion on the matter. Rarity didn't know what was going on between those two; they were always together, and Rarity could tell that Applejack was hiding something. That did annoy Rarity, but she was beginning to really like Trixie.

She didn't have a lot of close friends anymore, but Trixie was definitely becoming one.

“Well, here we are,” Rainbow Dash said proudly, “Shipyard of the Wonderbolts.”

Vinyl whistled in shock, “I gotta say, this is nice!” she said smiling. The blue and yellow jets, while sleeker than the MARES Wings, were a sight to behold. They looked like they could catch some serious speed.

But speed wasn't everything, and Rarity could see exactly what was holding them back.

“Well, look what the cat dragged in,” a male voice said before Rarity could voice her thoughts. Rarity looked and saw a light blue pegasus with a dark blue mane. He was wearing his officer's uniform, and his Cutie Mark was the Wonderbolts' yellow lightning bolt with blue angel wings next to it.

“Soarin, I'm surprised you didn't get tanked,” Rainbow Dash said arrogantly, “Now that you don't have me holding your hoof.”

Soarin laughed looking down, “You kidding? Now that you're not around show boating, I actually have flying room to show my talents.”

“Ha! That's rich! Your talents? What, talent at crashing?”

“You're a real bitch, you know that?” Soarin asked.

“A bitch you can't live without, right?” Rainbow Dash asked, smiling with a slight glare. No one was ready for what came next.

“Damn right,” Soarin said. Immediately, he pulled Rainbow Dash into a passionate kiss, one that she returned with fervor. It was deep, lustful, and made Rainbow Dash looked oddly feminine.

“I always thought she was gay,” Vinyl whispered to Rarity.

“Lots of ponies assume that,” Rarity whispered back, “They've been dating for five years now.”

When they came up for air, Rainbow Dash and Soarin continued to look into each others eyes, now lovingly.

“I was worried about you,” Soarin said.

“I know,” Rainbow Dash said, “It's been dangerous, but I have a good team supporting me.”

Rarity cleared her throat, catching the two pegasi's attention, “Speaking of said team, hi.”

“Hey, Rarity, right?” Soarin asked. Rarity nodded and shook his hoof, “Nice to see you again.”

“Likewise,” Rarity said, “This is our tech specialist, Vinyl Scratch.”

Soarin did a double take when he saw Vinyl, apparently realizing who she was, “Wait, as in DJ Pon-3? I had heard you retired from show business.”

Vinyl laughed, “Yep, traded in my turn table for a computer console.”

“Well, it's great to work with you,” Soarin said shaking her hoof, “I only wish everyone was as open minded.”

“You mean Spitfire?” Rainbow Dash asked, getting a grave nod from Soarin, “Figures. Let me guess, you're the reason MARES is even allowed inside?”

“Who do you think convinced her to make the call?” Soarin said, “You know how she is with other ponies, unicorns in particular.”

“You didn't tell her that?” Rainbow Dash asked as the four of them walked, “Because I know you knew.”

“Yeah, I knew,” Soarin said, “And I hid it because otherwise she'd say no.”

“What does she have against unicorns?” Vinyl asked.

“She feels like unicorns are trying to take pegasi jobs by making it so they can manipulate clouds,” Soarin explained, “That, and you know how most pegasi are.”

Oh, Rarity knew. Pegasi were known for being rather arrogant. Hell, even Fluttershy was vain to a degree when it came to her appearance. Few ponies knew that she wore tail extensions, and that she was the one who asked Rarity if she could go to the spa with her the first time.

Rarity looked at one of the jets and saw two Wonderbolts doing maintenance on it.

“What sort of equipment are you running?” Rarity asked. Soarin stopped and turned to her.

“What do you mean?” Soarin asked.

“Weapons, armor, engine, I need to know everything,” Rarity continued. Soarin was wide eyed and turned to Rainbow Dash.

“She'll understand, trust me,” Rainbow Dash said proudly. Soarin laughed and escorted Rarity to a jet. Rainbow Dash and Vinyl followed close behind.

“We use a special metal that's lightweight and maximizes our speed,” Soarin explained, “Our engines are scram jet that can hit close to Mach 7,” Rarity nodded in amazement, “And our jets use gatling guns and missile launchers. You know, the basics.”

“I see, so you focus mainly on speed?” Rarity asked.

“That's our thing,” Soarin said, as if that was a good thing, “Especially against Arigera.”

“The monster?” Soarin nodded, “How fast does it fly?”

“We've so far marked it at Mach 8,” Soarin sighed, “Every time we catch up to it, it somehow manages to move faster.”

“It's not using its full speed,” Rarity said, “Only when its using its Sonic Boom is it even going close to it.”

“You seem to know a lot about monsters,” Soarin said.

“The hunter learns everything she can about her prey before the hunt,” Rarity said simply, “I did research on the monster attacks here before the mission, and I can tell you that trying to beat this thing in a battle of speed is pointless.”

“What do you mean by that?!” Another Wonderbolt asked walking up to them. Rarity recognized her as Lightning Dust.

“You're wasting resources in trying to out fly it,” Rarity explained, “Instead of trying to go as fast as it, you should focus on increasing your weapons and slowing it down. Speed, believe it or not, isn't everything.”

“That sounds like something a unicorn would say,” Lightning Dust said rolling her eyes.

“Doesn't change the fact that its true,” Rarity said.

“What does a wingless horse like you know about flying anyway?” Lightning Dust asked. Rarity laughed looking to the side.

“I know enough to fly any one of these machines with ease,” Rarity continued before glaring at Lightning Dust, “And keep up with you.”

Lightning Dust laughed, “That's rich!” she said, “A unicorn wouldn't be able to handle something as fast as this.”

“Oh, I'm willing to bet not only can I handle this thing, but I can beat you,” Rarity said with a smirk.

“Careful,” Lightning Dust said, “Threats like that could get you hurt.”

“I was going to say the same for you,” Rarity said.

“Um, shouldn't we...” Soarin started.

“She'll be fine,” Rainbow Dash said, “I think you'll want to see this.”

While the others dealt with that, Spitfire walked Applejack and Trixie to the remains of the main metropolis. It was a desolate site. The buildings had been totaled, and the city itself was deserted.

Trixie was happy about that. Just in case Ultramare was needed later, she could fight without having to worry about the civilians.

“I don't know what you expect to find here,” Spitfire said, “Arigera is done with this place.”

“Ya never know,” Applejack said, “Monsters 're smarter than we give 'em credit for. Also, there might be a clue tellin us more about it.”

“We know everything we need to know about it,” Spitfire said looking aside.

“Clearly not,” Trixie said looking around, “Since you're struggling so much in terms of dealing with it.”

Rather than grace Trixie with an answer, Spitfire scowled and walked off. Trixie sighed shaking her head.

“Sorry Leader,” Trixie said, “Guess I still need to watch what I say.”

“Nah, yer right,” Applejack said, “She's havin trouble getting over her pride. She didn't even want us involved.”

“But why not?” Trixie asked as they walked through the city remains, “We have the best track record in fighting the monsters.”

“True, but pegasi are prideful creatures. Also, this city used ta be a place only pegasi could walk, remember?”

“Made by pegasi hooves, so protected by pegasi hooves,” Trixie said, getting a nod from Applejack, “Still, that's not going to help her here.”

“She ain't gotta like us,” Applejack stated, “She jus' needs ta work with us.”

Applejack trotted ahead, and Trixie walked down another path. Spitfire, a bit behind Trixie, scoffed and trotted after her.

“So, how does it feel being in a pegasi city?” Spitfire asked Trixie, who rolled her eyes not turning to her.

“It's nice, I guess,” Trixie answered, “Honestly, it puts me in the mind of Canterlot a bit.”

“Huh, a unicorn comparing Cloudsdale to the Unicorn Capital City,” Spitfire said, confirming what Trixie thought this was.

“You know, not every unicorn benefited from the Equestrian Evolution of Magic,” Trixie said.

“Really, name one unicorn who lost everything because magic got stronger,” Spitfire said. Rather than answer her, Trixie stopped walking and turned to her, looking right at her. She said nothing, just let her silence speak for itself.

After a few seconds, Spitfire frowned as she realized what Trixie was trying to say, “Wait, really?”

“It's kind of hard to be a well renowned magician when all of a sudden earth ponies and pegasi have access to the same magical field that you uses naturally. Sort of takes the luster away, wouldn't you say?”

Trixie got back to work, pulling out her scanner checking for radiation left over from the monster. Spitfire looked to the side again with her eyes, considering Trixie.

“And you're not bitter about that?” Spitfire asked.

“Damn right I'm bitter,” Trixie answered simply, shocking Spitfire, “But I can't spend my entire life being upset because the world is changing. I have to change too, so I don't get left behind.”

“Huh...” Spitfire said with a sigh. It seemed like Trixie got to her a bit. She turned to Spitfire, about to say something, but she noticed a yellow orb floating above her.

“What the...?” Trixie asked.

“What?” Spitfire asked, turning to where Trixie was looking, “What in the world is that?”

“Good question,” Trixie said pulling out her communicator, “Leader, we've found something.”

“Ah bet it's the same thing Ah'm lookin at,” Applejack said on her radio, “Big golden orb floatin over Cloudsdale?”

“Yeah,” Trixie said, “What should we do?”

“Send the information ta Vinyl an' meet up with me,” Applejack ordered, “We'll hold a meetin discussin our next move.”

“Roger,” Trixie said hanging up. She sent the information of the orb to Vinyl, and then turned back to Spitfire, “We're heading back.”

Spitfire was frozen looking up at the orb, “What do you think that is?” she asked as Trixie walked. Trixie stopped and turned to her.

“That's what we need to find out,” Trixie explained, “If we do, we'll either learn what our enemy is capable of or even how to kill it.”

“So this is how you guys fight monsters?” Spitfire asked walking over to Trixie.

“Battles aren't just guns and ships,” Trixie said, “It's also about having information on your enemy.”

Trixie galloped back to the meeting point. Spitfire took one last look at the orb before running after Trixie.

“Dash,” Vinyl said walking up to Rainbow Dash and Soarin, “Trixie just sent me some information on the monster. We need to meet up with her and Leader.”

“Got it,” Rainbow Dash pulled out her radio, “Hey Rarity, we've got work to do, so quit playing with her and wrap this up.”

Rarity laughed, “How did you know?”

“It's obvious to anyone who knows how you fly,” Rainbow Dash said.

“Alright, I'll just win the race then,” Rarity said, almost disappointed. From where they were, the two jets flew back over to the base, but one of them turned down their engine.

“Oh boy,” Rainbow Dash said, “Lightning Dust is going to hate this.”

“What's she doing?” Soarin asked.

“Rarity isn't just fast, but she knows how to maneuver in the sky,” Rainbow Dash explained, “She doesn't just pierce the sky. She controls it.”

The jet that lowered its engine output suddenly made a sharp turn and shot its engines at full blast, shooting past the other jet. All of the Wonderbolts started cheering loudly as the two jets landed. Soarin was dumbfounded. Lightning Dust was on par with him and Spitfire, and she lost.

And to someone without natural wings.

“I don't...” Soarin said, “What in the...”

Rainbow Dash laughed, “Believe it or not, I'm not MARES' best pilot anymore,” she explained, “I'm the fastest hooves down, but Rarity is better than me. Don't tell her I said that.”

As Rarity exited her jet, all of the Wonderbolts gathered around her.

“Who taught you how to fly like that?!”

“Could you teach me how to do that turn?”

“Filly, you need to be a Wonderbolt!”

“Will you marry me?”

“Now now everyone,” Rarity said, “There will be plenty of time for that later,” Rarity looked at Lightning Dust, who's expression was one of wounded pride.

“How did you win?” Lightning Dust asked, “I was ahead of you for most of that race, but you...”

“Flying isn't just about speed,” Rarity said, “If you can't control yourself, then you're just going to crash.”

Rainbow Dash and Vinyl ran up to her.

“Now you're giving flying lessons?” Rainbow Dash taunted.

“You're not the only one who knows a thing or two about the sky,” Rarity said turning her nose to the air.

Vinyl turned to the entrance and saw Spitfire, Applejack, and Trixie walking over to them.

“Leader,” Vinyl called out running over to her, Rarity and Rainbow Dash following.

“Looks like y'all had fun,” Applejack said.

“What happened here?” Spitfire asked. One of the cadets ran up to her.

“It was amazing,” he said, “The unicorn with the diamond cutie mark beat Lightning Dust in a race!”

“What?!” Spitfire asked, turning to Rarity, “You beat one of our best fliers?!”

“She asked me what I knew about flying, so I showed her,” Rarity explained, “As such, I also figured out what's holding you all back in terms of beating the monster.”

“So ya weren't jus' playin around then?” Applejack asked.

“Of course not,” Rarity said, “I'll show you in the meeting.”

“Alright,” Applejack turned to Spitfire, “Can ya take us to the meetin room?”

“Y-yeah, sure,” Spitfire said. She looked at Rainbow Dash, “What the hell is going on here? Unicorns with wings?”

“The sky doesn't just belong to pegasi anymore,” Rainbow Dash said, “We gotta learn how to share.”

Rainbow Dash trotted after her team, once again leaving Spitfire in a state of shock. Just what was happening to the world she lived in, now that unicorns knew how to fly.

“The problem is this,” Rarity said as a video recording of Arigera's Sonic Boom played. She stopped it right at the point that the monster flew over the city at high speed, “This creature is obviously faster than all of your equipment, and trying to go faster to catch up causes your control to suffer.”

“That's what did us in the last time,” Soarin said, “Arigera has great control. Even if we catch up to it, we can't hit without slowing down or spiraling out of control.”

“Then we have to get it to slow down,” Trixie suggested, “If not stop moving entirely.”

“We need to figure out why it's here,” Vinyl said, “Speaking of which, I took a look at the information you sent on that orb.”

“An'?” Applejack asked, “What did ya find?”

“It gave off life signs,” Vinyl said, “I think that thing is alive.”

“So what? Is it looking for something? Is it spying on ponies?” Rainbow Dash asked.

“What does Arigera do after it attacks?” Applejack asked.

“It just flies off,” Spitfire stated, “The only places in Cloudsdale it keeps returning to is the metropolis and our base.”

“What about those other areas?” Vinyl asked, “What state are they in now?”

“Completely totaled,” Spitfire said, “Cloud buildings don't take long to rebuild, so repairs aren't an issue, but every time we fix an area, Arigera comes back and destroys it.”

“Wait!” Trixie said shooting up, “It returns to the area whenever you repair the damage?” Soarin and Spitfire nodded, “And you said that the orb has life signs?”

“That's right,” Vinyl said, “What are you getting at?”

“Wait, I get it,” Rarity said, “You think it's trying to clear out the town, don't you?”

Trixie nodded, “It makes sense, right? Why else would it return to an area it previously attacked, and then stop when no one returns there?”

“That's saying this thing is intelligent though!” Spitfire said.

“It's a monster, but it's still alive,” Rarity said, “And we've see some really intelligent monsters in the last few months.”

“Okay, assuming that it is that intelligent,” Soarin said stepping forward, “Why is it following this pattern? What does it actually want?”

Everyone looked down thinking, as no one had an answer to that. It was Rainbow Dash though, who asked a very odd question.

“Do we know what sex this monster is?” she asked. Spitfire scoffed at that.

“Gender?! What does that matter? It's a monster, why would-”

“Hold on,” Applejack said thinking about that, “Dash, that's a really good question. How would we find that out?”

“If we had a really good picture of Arigera, I could send it to Fluttershy back at the base. She'd be able to figure it out,” Vinyl suggested.

“Do that,” Applejack said, getting a salute from Vinyl, who immediately called Fluttershy.

“Hey, you and Tavi busy?” Vinyl asked, “Great. I'm sending you information on the monster we're hunting. Can you identify the creature's gender with it?”

After a few tense minutes, Fluttershy called them on Vinyl's lap top, telling them what she found.

“Assuming that this section of the chest hides mammary glands,” Fluttershy said softly, “And that the monster's sexual organs are similar to a pony's, then I'd say the monster is female.”

“Thanks Fluttershy,” Applejack said, “Did ya find anythin else?”

“Well actually, I thought at its behavior was strange, so I compared it to certain creatures that I've taken care of. Its acting very similar to a certain species of hawk that lives near the Crystal Empire when it's... pregnant.”

That threw everyone for a loop.

“Pregnant?” Soarin asked.

“Y-yes...” Fluttershy continued sheepishly as Applejack nodded in approval, “You see, this bird chooses a particular location to lay its eggs, and it never leaves that area when it decides, even after laying the eggs. If there's something else living in that spot, the bird will fight it and even destroy any nests in the area to make room.”

“That's a big help, Fluttershy. Thanks a bunch,” Applejack said.

“Not a problem Leader,” Fluttershy said, “I'm glad that I could help.”

Fluttershy hung up, and Applejack turned to everyone, “So now we know what the monster is doin here.”

“Damn thing is pregnant...” Rainbow Dash said, “That's bad.”

“Hey,” Rarity said, “What if that orb isn't just a tracking system?”

“You mean what if that's the monster's egg?” Vinyl asked, getting a nod from Rarity. Vinyl checked her information again. After a few seconds she gasped, “It is an egg, but not just for one monster.”

“Don't tell me there's more than one in there?” Trixie asked.

“According to this, that egg has about ten life signs in it,” Vinyl said.

“Then we need ta destroy that thing now!” Applejack stated, “Dash, you, me, an' Vinyl 'll take MARES Wing #2 ta get ta work on destroyin that egg. Rarity, you an' Trixie 're in MARES Wing #1. Yer ta remain on stand by until Arigera appears. When she does, yer ta intercept it first by immobilizing it.”

“What can we do to help?” Soarin asked, surprising Spitfire.

“Us, work with them?!” Spitfire asked.

“Yes, Fire. Dash is there fighting too, and I'll be damned if she ends up like Fleetfoot because I didn't take to the skies,” Soarin turned to Applejack, “I'm in your hooves.”

“Alright then,” Applejack seemed pleased with this development, “In that case, once Rarity an' Trixie knock Arigera out of the sky, Ah want you to lead the Wonderbolts in an attack, keepin her from flyin off.”

“Got it,” Soarin said, saluting Applejack. It looked like Spitfire was going to be sick or something.

“Now listen, at some point Ultramare's probably gonna show up ta help,” Applejack said, “Soarin, she's about as big as the monster, so when she does show up, y'all need ta stay outta her way fer the most part.”

“Ultramare?” Spitfire asked, “You mean the giant that defends Canterlot? Why would she come here?”

“Ultramare's one of us,” Applejack explained, “She won't show up unless we need her to, but she'll show.”

“Alright,” Soarin said, “I don't fully understand, but you seem to know what you're doing.”

“Good,” Applejack said turning to her team, “MARES, move out!”

“Roger!” Trixie, Vinyl, Rarity, and Rainbow Dash saluted. The five of them galloped out of the room to their stations. Soarin was about to leave, but Spitfire grabbed his foreleg.

“Why did you give them the Wonderbolts?” Spitfire asked.

“Like I said, Dash is with them,” Soarin said, “We already lost enough stallions and mares to Arigera. She won't be added to that list. Honestly, if you'd stop being so difficult to work with, we'd have already defeated Arigera.”

With that, Soarin left. He had the nerve to say that she was being difficult?! She was trying her best to defend Cloudsdale, a city made by pegasi for pegasi. Bad enough they were here to begin with, bad enough Dash expected her to “share the sky”, now she was expected to take orders from a pony without wings?!

This was getting stupid.

After updating all of the Wonderbolts about the situation, everyone got into position. MARES Wing #2, piloted by Applejack, Rainbow Dash, and Vinyl, slowly approached the golden orb, which they now knew to be an egg.

As they got as close as they could, MARES Wing #1 hovered a bit away from the city. Inside sat Rarity in the piloting seat, and Trixie in the copilot seat. The air in the jet was really somber and quiet. Trixie was used to the somewhat melancholy air that Rarity had, but this was different somehow.

“Are you okay?” Trixie asked the mare sitting in front of her.

“Do you know why I insisted on coming here?” Rarity asked.

“So you can apologize to Ultramare if she shows up, right?” Trixie inquired. Rarity nodded looking to the side.

“I almost killed her,” Rarity said softly, “She doesn't know about my past, so she wouldn't know what drove me to do that. What if she thinks that I just wanted to kill her?”

“Rarity...” Trixie said looking down at the Element of Light, “I... don't think Ultramare thinks that?”

“How do you know?” Rarity asked.

“Based off what we've been through with Ultramare,” Trixie stated, “You heard Leader. Ultramare is one of us. And like I said, she doesn't seem like the type to hold the grudge.”

“You sure seem to know a lot about Ultramare,” Rarity said, “Now that I think about it, I've never even seen you around when Ultramare-” something beeped on her radar that very moment, “What in the...”

“What is it?” Trixie asked, silently thankful for that interruption.

“Something is...” Rarity said, “Leader, are you guys about ready to crack that egg?”

“Almost,” Applejack said through the radio, “Why?”

“Because I think the monster is-”

“AHH!!!!” Someone screamed on their radio. Trixie saw something large and red fly fast on their radar, and about ten of their vessels were knocked out.

And it was on the other side of the city.

“Damn it!” Rarity screamed, “Trixie, hang onto something!”

“Don't worry about me,” Trixie said, “Just fly!”

Rarity nodded and flew off at their highest speed.

Arigera was flying around the entire city, firing lasers at the Wonderbolt jets scattered around. Some of them were trying to fire at the monster, but most of them were simply trying to stay away from the assault.

“Damn it!” Applejack said, “Vinyl, are we done chargin yet?!”

“Almost!” Vinyl said, “I just need a few more-”

Arigera flew over to MARES Wing #2, firing her shoulder lasers at the vessel. They took massive damage and were knocked back.

“No!” Vinyl shouted, “I lost the charge!”

“How the hell did she know we were about to attack?!” Rainbow Dash asked.

“Ah don't know, but we got a major problem now,” Applejack pulled out her radio, “Rarity, are you an' Trixie close?!”

“We see it,” Trixie answered, “We're beginning our assault!”

Rarity looked up at Trixie silently asking for permission. When Trixie nodded giving her the okay, Rarity looked forward with a familiar smirk.

“Oh Arigera,” Rarity said, “You're my prey now. Scream real good for mommy!”

MARES Wing #1 flew right over to Arigera firing its lasers at the red and blue monster. Arigera was too fast though, and flew to the side dodging the attacks.

“It's too fast!” Trixie cried out.

“Oh, you will not escape me!” Rarity shouted, “Soarin! Tell your stallions to slow it down!”

“We're doing the best we can!” Soarin shouted, “None of our weapons can reach it!”

“Rarity, I have an idea,” Trixie said, “I brought Octavia's bazooka with us. If you can get Arigera to fly over the Wonderbolts' base, then I can knock it out of the sky.”

“That's insane!” Rarity said, right before smirking, “I love it! I'll let you off near the base.” Rarity said flying back. She didn't know why, but something inside her was telling her that Ultramare was about to make an appearance.

What that had to do with Trixie she had no idea.

Spitfire walked through the Wonderbolts' HQ, in the opposite direction of the other Wonderbolts as they rushed out with their jets to help in the battle. She had heard that Arigera had appeared before they could destroy the egg.

If she couldn't protect her city, and MARES didn't make a difference...

Trixie ran through the base, but stopped when she saw Spitfire.

“Perfect!” Trixie called out, running up to the orange pegasus, “Are you doing anything at the moment?”

“Not at the-”

“Great! I need your help!” Trixie said grabbing her hoof, “Follow me!”

Spitfire didn't even get a word out as Trixie dragged her away.

“Arigera has already knocked out half of the Wonderbolts!” Vinyl shouted. Rainbow Dash's face went pale.

“Is Soarin okay?!” she asked.

“He is,” Vinyl said, “But he's dangerously close to the monster. At this rate...”

“Dash, go!” Applejack said, shocking Rainbow Dash.

“Leader?”

“He's yer boyfriend, an' yer still a Wonderbolt! It's fine. Go help yer other team.”

Rainbow Dash nodded and ran out to the hatch of the ship. This was crazy, she knew it, but as a Wonderbolt, she was used to doing even crazier.

As such, flying straight out of MARES Wing #2 was actually sane in her mind.

“Argh!” Soarin screamed as Arigera flew over his jet, knocking his jet back. It was like trying to fly through the heaviest turbulence.

He looked out and saw Arigera turning around, now about to ram into him. He couldn't move out of the way in time. He was about to join Fleetfoot.

Dash...

I'm sorry...

Right before Arigera hit him, two lasers shot at her from above, forcing her to fly away from him. He looked and saw Rarity's MARES Wing #1 flying next to his jet. Standing on the right wing was Rainbow Dash.

“Dash!” Soarin shouted. He opened up his jet's top hatch to welcome her in.

“Thanks for the lift, Rarity,” Rainbow Dash said to the white unicorn pilot before jumping off the wing and into Soarin's embrace.

“What are you doing here?” Soarin asked.

“I couldn't stand not being with you,” Rainbow Dash said, “While I'm here, I'm your spotter, like always.”

Soarin smiled, allowing his marefriend to move into her seat behind him.

“Alright! Let's do this!” Soarin shouted, flying after Arigera now under Dash's guidance.

“This should work,” Trixie said, carrying the bazooka. Since she was a unicorn she couldn't carry it while firing like Octavia did, so she needed the stand. That was with Spitfire, who trotted up to Trixie looking at the fight.

“Hey!” Trixie shouted, snapping Spitfire out of her daze, “Help me out!”

Spitfire made an aggravated grunt before helping Trixie with the stand.

“So, I guess your team of unicorns didn't make much of a difference after all,” Spitfire said.

“Is that was this attitude is about?” Trixie asked as she worked, “Spitfire, what do you think the point of MARES is?”

“The point of MARES?” Spitfire asked.

“We're not just a team of unicorns,” Trixie explained, “We're a team of four unicorns, three earth ponies, and two pegasi. Three different kinds of ponies all working together for a common goal.

“Twilight is a unicorn, and our captain, but it's Applejack, an earth pony, who leads us on the field. She, Octavia, and Pinkie Pie are great at ground work because of the extra stamina and strength. Fluttershy and Rainbow Dash are pegasi, so they're faster and lighter than the rest of us. Fluttershy's more comfortable behind a computer, so she uses her knowledge on animals to help us. She was taught how to use a computer by Vinyl, who's knowledge of Magi-tech has been a true asset.

“Rainbow Dash actually taught Rarity how to pilot a jet, which is why she's such a great pilot. The other thing that Rarity has though is great organization skills, which is perfect for flying such a fast jet like MARES Wing #1. And while Twilight isn't very strong, her intelligence makes her the perfect candidate for our captain, and a mare I'm proud to work for.”

It was then that Spitfire began to understand what it was that made MARES such a superior team. They weren't just a random team of ponies of different types. They were a team that combined what made the three types of ponies great into one force. Some were experts in their fields, so they taught the others how to excel in their field.

They were the perfect team.

Trixie's radio went off, and she put her hoof to her helmet. Spitfire heard Rarity say something on the other end, and Trixie nodded.

“We're about ready,” Trixie said, “Lead Arigera over here.”

She hung up and put the bazooka on the stand, pointing it at Arigera. Spitfire had one more question to ask her before they started.

“What about you?” Spitfire asked, “What do you bring to the team?”

“Nothing special,” Trixie said smiling softly, “I'm just here doing my best to help them. The Elements of Harmony are the real heroes. I just want to do my best to protect them.”

MARES Wing #1 shot at Arigera, and then began flying toward the base. This was insane! Did Trixie really think this was going to work?

Spitfire saw it. Trixie was calculating Arigera's speed. She and Rarity were both unicorns, so they not only knew the most about magic, but they excelled in math and calculations. They could do this. They were sure they could do this.

Spitfire held onto the bazooka as well, helping Trixie keep it steady.

“Pegasi have more dexterity than unicorns,” Spitfire said, “I'll keep it and you steady.”

Trixie smiled at Spitfire, and then put her full focus on Arigera. They only had one shot, so this one had to count.

Trixie started charging up the bazooka, Spitfire keeping the large gun steady as the monster flew over their base. As MARES Wing #1 flew over the base, it turned upside down. If Spitfire didn't know better, it looked like Rarity and Trixie met eyes.

Trixie pulled the trigger at that moment, hitting Arigera right in the chest. The impact caused her to fall off balance and hit the ground.

“Now!” Trixie called out, “Fire!”

MARES Wing #1 flew back, this time with six Wonderbolt jets behind it. They all unloaded onto Arigera, finally doing serious damage to her. The monster roared loudly, and fired her shoulder blasts at all the jets. Most of the Wonderbolt jets flew away, but a few were shot down.

Arigera then turned back to the MARES Wing #2 and fired at them, knocking the ship to the side. They couldn't get a clear shot at the egg like this, and every time they were hit, they lost the charge.

“Damn it, at this rate...” Trixie said to herself.

“Trixie, I'll keep it busy here,” Spitfire said, “You need to help your team.”

Trixie nodded and bumped hooves with Spitfire before running off. As she got back into position, she thought about the lesson she just learned. Maybe an all pegasi team wasn't ideal. Maybe, just maybe, the Wonderbolts and herself, needed to evolve.

Trixie looked up at the monster as it made its way to MARES Wing #2. She had to buy them some time. They were taking too much damage. One more attack from Arigera would destroy them.

She wasn't going to let that happen.

The Element of Light started flashing at that moment. It was time to do her part.

Trixie activated her horn, and galloped toward the monster. She then jumped into the air, allowing herself to once again merge with the light.

Ultramare appeared in a bright light, immediately running up to Arigera. She grabbed Arigera from behind, pulling her back. Arigera threw Ultramare off of her, and then slashed Ultramare with her wings, which seemed to have spikes on them. Ultramare blocked the attack, and then kicked Arigera in the side.

Ultramare ran to the other side, getting between Arigera and MARES Wing #2. She looked at the aircraft and nodded to the pilots inside.

“Ultramare, thanks fer the help,” Applejack said, “We jus' need a few minutes. Can ya keep Arigera busy?”

Ultramare gave Applejack a thumbs up, and charged toward Arigera as it got up. Arigera swung her wings as Ultramare, but the giant ducked out of the way, and gave her another kick to the side. Arigera roared in pain from the attack, and then turned around firing her shoulder blasts at Ultramare.

Ultramare did a series of backflips out of the way from the shoulder blasts. When she got up, she saw Arigera flying toward her. Ultramare grabbed Arigera before she hit her, but Arigera fired her shoulder blasts at Ultramare knocking her to the ground.

Arigera got on top of Ultramare, and began whacking the giant with her wings. Ultramare blocked most of the attacks, but she was easily getting overwhelmed. Ultramare managed to kick Arigera away from her, and then kicked up to her feet.

As the two titans fought, Spitfire was in awe. Where did she even come from? And what was she? More importantly, why was she fighting the monster?

“So, you're pretty amazed, right?” Rainbow Dash asked on Spitfire's radio.

“Dash, care to explain?” Spitfire asked.

“We don't really know where she comes from either,” Rainbow Dash explained, “All we know is that she's an alien that wants to help us.”

“An... alien?” Spitfire asked wide eyed.

“Funny, right?” Rainbow Dash asked softly, “An alien going out of her way to protect a pegasi city?”

That put Spitfire to shame. MARES was willing to even welcome the help of an alien life form, yet here she was unable to accept other kinds of ponies.

Ultramare knocked Arigera to the ground. She then got on top of the monster and pounded her a few times in the stomach. Arigera kicked Ultramare off of her, and then got up. She ran over to the giant as she got to her feet, but Ultramare caught her and kicked her back before she could attack.

Ultramare did a side kick, but this time Arigera blocked the attack. Arigera fired her shoulder blasts at Ultramare hitting her in the chest, and then turned back to MARES Wing #2.

“No you don't!” Rarity shouted, firing at Arigera's back. Arigera turned to MARES Wing #1 and fired at it with her shoulder blasts, but Ultramare jumped in the way hitting the blasts away before they hit the jet.

“Ultramare... I...” Rarity said through her radio. This was her chance to finally say what she wanted to say. However, when she looked up at Ultramare, she shook her head slowly, “W-what? What do you...?”

Ultramare put her hand over her heart, and nodded. She said nothing, but somehow Rarity understood what she was saying.

I understand your pain...

“Oh Ultramare...” Rarity said, almost in tears. Ultramare went back to her fight with Arigera, leaving Rarity with an entirely new understanding of the giant. She was genuinely a good person.

Arigera tried to take to the skies again, but this time Ultramare was ready. She ran over to the monster, and grabbed her by the tail, throwing Arigera back down onto the ground. When Arigera stood up, Ultramare punched Arigera right in the back, hitting something like a jet.

Arigera roared out in pain. Ultramare ran up to Arigera and punched her in the stomach. She then kicked Arigera in the side, but Arigera blocked and whacked Ultramare with her other wing spike. Arigera then fired her shoulder blasts at Ultramare, hitting her point blank in the chest. Ultramare fell back screaming in pain, as she got up she saw her Color Timer flashing red.

“Ultramare!” Applejack cried out, “Vinyl, how 're we doin?”

“We're almost there! Just need a few more seconds!” Vinyl said.

Arigera fired her shoulder blast again, but this time Ultramare rolled to the side. As she got up, she threw her right arm out throwing three darts at Arigera, pushing her back but only doing minor damage. Arigera charged over to Ultramare and tried to hit her with both wing spikes, but Ultramare blocked with both arms. Ultramare then pushed Arigera's spikes away and then punched her continuously in the stomach, ending with an uppercut knocking Arigera off her feet.

As she was getting up, MARES Wing #2 fully charged up its cannon.

“Now?!” Applejack asked.

“Now!” Vinyl shouted, firing the main cannon. MARES Wing #2 fired a blue stream at the orb. After a second or two, the orb exploded into golden dust.

Arigera held her wing out as if reaching out for the orb, and made a somewhat saddened sound. Ultramare did feel bad for having to kill her babies, but both of them were dangerous to ponies.

That was shown as Arigera got up and roared loudly enraged. Ultramare's Color Timer was going fast, and it didn't look like Arigera was anywhere near done! What was she going to do?

“Ultramare!” Soarin's voice was heard. Ultramare looked to the side and saw all the Wonderbolts' remaining jets in position, “Rainbow Dash told me you're a friend of hers. Any friend of my girl's is a friend of mine. Let's end this monster once and for all!”

Ultramare nodded as both MARES Wings flew next to her. As all of the jets charged up their weapons, Ultramare gathered energy into a small ball in front of her. She then picked it up with her right hand, and threw it out, shooting out a large energy stream. At the same time, MARES Wing #1 fired its lasers continuously, MARES Wing #2 fired its blue energy beam, and all the Wonderbolt jets fired their missiles at Arigera.

Needless to say, she exploded from the assault, dead.

Ultramare looked at all the jets with her, silently thanking them for their help. She then looked up, jumped into the air, and flew off into the horizon.

“Mission accomplished MARES,” Applejack said to everyone over the radio, “Great job!”

“I knew we had that,” Rainbow Dash said through her radio, “But... I'm still happy Ultramare came when she did.”

“You think you're happy?!” Vinyl said, “We almost died! If Ultramare didn't buy us time, we'd be toast.”

Rarity's radio went off right as she sat back, “Yeah?”

“How was it?” Trixie asked on the other end, “Did Ultramare understand?”

“Somehow, yes. You were right Trixie. Thank you,” Rarity said.

Trixie smiled to herself looking at the Element of Light, “No problem Rarity,” she said softly, “No problem at all.

“You wanted to see me?” Rainbow Dash asked after walking into Spitfire's office.

“Dash, I've been in the Wonderbolts for about twenty years now,” Spitfire began, “I've seen a lot, experienced a lot. Never in my life have I witnessed anything as shocking as that. What did you call her? Ultramare?”

“Yep. That's my buddy,” Rainbow Dash said proudly. Spitfire chuckled before continuing.

“This whole experience has taught me that I need to change,” Spitfire turned to Rainbow Dash with a smirk, “I'm thinking about starting a unicorn division.”

“Whoa. Seriously?”

“Think your friend Rarity would be interested in being a teacher?”

“Maybe,” Rainbow Dash said smiling, “I'll have to ask.”

Spitfire walked over to Rainbow Dash and placed a hoof on her shoulder.

“You have a great team, Dash. Stay close to them, Element of Loyalty.”

Rainbow Dash nodded smiling, feeling like she would always have a place in the Wonderbolts.

After saying their goodbyes to the Wonderbolts, Applejack, Trixie, Vinyl, Rarity, and Rainbow Dash met up with Soarin and Spitfire outside the base. Of course Rainbow Dash and Soarin were making out.

“Are you sure you can't stay longer?” Spitfire asked Applejack.

“Sorry, but we're needed back in Canterlot,” Applejack said, “If ya need anythin at all though...”

“I'll call, definitely,” Spitfire said, “Same goes for you. Consider the Wonderbolts and MARES officially allies.”

“We really appreciate it,” Applejack said.

“Man, I wanted to take a better look at their ships,” Vinyl pouted.

“I'm sure you could come back,” Rarity partially taunted.

“I think you're the one they want back here,” Vinyl said pointing out. Rarity looked and saw a line of cadets waving to her. Rarity blew them a kiss and waved to them. Vinyl just rolled her eyes.

“You'll call, right?” Soarin asked once he and Rainbow Dash came up for air.

“Course,” Rainbow Dash said, “We need to plan a date. Fighting monsters with you got me all hot and bothered.”

“I could take care of that, you know,” Soarin said. Rainbow Dash gave a lustful giggle and was about to kiss him again, but Applejack cleared her throat.

“Damn cock-blocking bitch...” Rainbow Dash pouted, everyone laughing as she and Soarin parted.

Spitfire turned to Trixie and held out her hoof.

“Like I said, if you need anything at all let me know,” Spitfire said. Trixie smiled to her and shook hooves with her.

“If you call, I'll come flying to your aid. I promise,” Trixie said, keeping it to herself exactly what she meant.

After they took off, Soarin and Spitfire stayed to see them off.

“So, flying unicorns, huh?” Soarin asked jokingly.

“Didn't you know?” Spitfire said, “Unicorns have great organization skills, making them perfect for piloting fighter jets.”

Soarin was wide eyed as he watched Spitfire walk back into the base. This whole experience really changed her for the better.

“Thanks Rainbow Dash,” Soarin asked, “You too, Ultramare.”

Author's Note

Did you like what you read here? Click here to support my Patreon, not only will you help me get work out faster, but you'll aid me in my quest for world domination.

Fluttershy's Torment

Probably my longest episode. Hope none of you mind the length.

Fluttershy's Torment

Ultramare vs Hoe (Ultraman 80)

Things had been slow that week for MARES, something that was appreciated by everyone. They didn't take this time to slack off, but they did take the time out to rest, so they'd be in top form just in case.

Oddly, the one who would have normally loved this period of relaxation was the one who was the most anxious. Fluttershy, who specialized in monster analysis and hated being on the field, found herself beginning to question her worth to the team. Twilight and Applejack had been coming to her less and less, and she wasn't good at field work, so she didn't even get called for that.

As such, it was a relaxing day like this that she felt the most useless. The only time she was useful was if there was a monster attack, and even then she had to wait for someone to contact her. The few times she was out on the field were special moments when they needed her support, or she was just at the wrong place at the wrong (or right) time.

Maybe they will forget me one day...

She walked into the main control room, where she saw everyone minus Trixie at various areas, some doing work and some just talking. Maybe she wouldn't be totally useless today.

First Fluttershy walked over to Octavia, who had taken on the job of regular navigator and Twilight's personal assistant. Even she could go into battle and often times would, as she had the best weapon on the team. Currently she was working on the computer.

“Hello Octavia,” Fluttershy said softly, actually startling the gray earth pony as she was so in the zone.

“Oh, Fluttershy, you move so quietly,” Octavia said.

“I'm sorry. Um, what are you working on?” Fluttershy asked.

“Nothing too important. I'm just keeping a surveillance on Canterlot. Really, it's minor work, but someone has to do it.”

“I see, so... you don't need any help?” Fluttershy asked with a hint of hopefulness in her voice.

“Oh no, I'll be done in a few short minutes,” Octavia explained. Fluttershy sighed to herself before walking off.

Okay, Fluttershy thought, I'll try Applejack and Twilight next. Both of them were looking up at the main screen which showed Cloudsdale being repaired after the last monster attack.

“It's a good thing we were able to destroy that monster egg,” Twilight said.

“Tell me about it,” Applejack sighed, “That could have been a major problem otherwise.”

“Um... excuse me,” Fluttershy said behind them. Thankfully they weren't startled, but they did look rather serious.

“Yeah Fluttershy?” Applejack asked. Faust, she had gotten really scary and stern since MARES was formed.

“I w-w-was wondering if y-you needed m-m-me to take care of anything...” Fluttershy stuttered, suddenly Applejack's gaze had become painful.

“Ah... think we're good here, ain't we Twilight?” Applejack asked Twilight, who nodded.

“Yeah, we're fine,” Twilight said smiling, “Honestly, I don't know if you'd be much help here anyway.”

“Y-you're probably right,” Fluttershy said, hiding how much that statement really hurt. She knew that Twilight didn't mean it that way, but still...

She walked over to Rarity, who was standing outside the balcony looking at the sky. She stopped short though, as she remembered that she and Rarity hadn't really seen eye to eye as of late. That was her best friend, and always would be, but she was worried about her.

Rarity looks like she's in deep thought anyway, Fluttershy thought, deciding it would be best to just leave her to her thoughts. As she walked back into the control room she saw Rainbow Dash, Pinkie Pie, and Vinyl sitting by the central table talking. Vinyl had said something that was apparently supposed to be funny, because both Pinkie Pie and Rainbow Dash burst out laughing.

Using a technique that Rarity had taught her, she got in close to their conversation and started laughing too, hoping to just blend into their conversation. It didn't work. Vinyl, Dash, and Pinkie all stopped and slowly turned to look at Fluttershy like she was crazy.

“Um, can we help you?” Rainbow Dash asked. Fluttershy tried to say something, anything, but nothing came out. Instead, she just lowered her head and walked off as quickly as she could to spare herself from more embarrassment.

She walked back to the main entrance and looked at everyone in the room. All of them had something they could do, or just related to someone in the room. It had been so long though, that now Fluttershy didn't feel like she knew any of these ponies, not even her friends.

I can't relate to anyone...

She took note of how none of them, not even Rarity when she walked back in, acknowledged her standing there. Octavia had been startled by her sudden appearance, and Rarity hadn't even turned to look at her.

They were forgetting about her.

Now getting really upset, she stormed out of the main control room, rushing past Trixie who was approaching the control room.

“Excuse me!” Fluttershy cried as she galloped down the hall. She didn't turn around, so she didn't see the startled look on Trixie's face, nor when it switched to one of concern.

“Hey, does anyone know what's wrong with Fluttershy?” Trixie asked as she walked into the control room.

“Fluttershy was here?” Rarity asked, “My, I didn't even notice when she walked in.

“How could you not notice her?” Rainbow Dash asked, “She was standing right behind you for a good minute.”

“She moves so daintily though, it's hard to notice her when she moves around,” Rarity reasoned.

“I concur,” Octavia said, “She scared the hell out of me a few minutes ago. I think we need to put a bell on her or something.”

“She was acting weird though,” Vinyl said.

“Yeah, she just started laughing for no reason,” Pinkie Pie added, “Afterward she just walked off.”

“You know, hasn't Fluttershy seemed a little more sensitive than usual?” Twilight asked Applejack.

“Ya know, maybe a little,” Applejack reasoned, “Trixie, Ah'm sorry ta ask, but could ya track her down and check on her?”

“Yeah, I'm on it,” Trixie said galloping out of the room to find Fluttershy. Rainbow Dash turned to Applejack and raised an eyebrow.

“Why send Trixie?” Rainbow Dash asked, “No offense to her, but wouldn't Pinkie Pie be a better choice?”

“There's jus' somethin about Trixie,” Applejack stated, “She has this... light about her that relates to ponies really well.”

“Eh, I guess,” Rainbow Dash said shrugging her shoulders.

The castle was pretty big, but Trixie knew of a few places that Fluttershy would go. Actually, she knew a lot more about Fluttershy then most ponies thought, since she paid so much attention. Because of this, she knew that Fluttershy always went to the castle gardens when she was thinking about stuff or upset. She didn't think anyone heard her or noticed when she ran off by herself in tears, but Trixie did.

And it was beginning to worry her.

Sure enough, when she reached the garden, she saw Fluttershy lying on her back in the flowers, looking up at the sky. With her mane and tail flowing out on the grass, and the way she was positioned, she looked almost like a goddess.

Trixie knew that she only had eyes for Twilight, but that didn't mean she couldn't appreciate another mare's beauty.

“Everyone's worried about you,” Trixie said walking out.

“Really?” Fluttershy asked slowly and distantly, “I'm surprised they even noticed I left.”

“They're your friends, Fluttershy,” Trixie said sitting down next to her, “Of course they noticed you.”

“Hmph, friends... right...” Fluttershy said darkly, looking away. To anyone else, seeing such a dark expression on the Element of Kindness would be blasphemous, but not to Trixie. In fact, being in MARES for the last few months had shown her that the Elements of Harmony were still ponies.

Just like how the Element of Generosity could be selfish, the Element of Kindness had to have things that upset her. Everyone had a breaking point, and it looked like Fluttershy was hitting hers.

“What's wrong?” Trixie asked. Fluttershy tensed still not looking at Trixie.

“Why do you want to know? We're not friends or anything,” she said softly, sounding like she would start crying any moment.

“Well, I'd like to change that,” Trixie said, “I figure it's easier to work with someone when you're friends with them. What's that saying? Friendship is magic... or some bullshit like that?” Fluttershy laughed silently, but Trixie noticed, “Ahh, I saw that. You laughed, so as a rule you're not allowed to be sad or angry anymore.”

Fluttershy sat up elegantly, “What rule is that?”

“It's the rule of a performer,” Trixie explained, “My job was to make people smile, and if someone in my audience was sad, I would make them smile, and then tell them that I negated their sadness.”

“You remind me of Pinkie Pie a bit,” Fluttershy said, “More reserved than Pinkie Pie, but still...”

“I... guess that's a compliment?” Trixie said/asked, unsure if she liked being compared to Pinkie Pie, “But seriously, I'm worried about you, so that's why I asked.”

Fluttershy looked down at the grass sadly for a few seconds before speaking, “I don't belong here...”

“What? Where on Earth did that thought come from?” Trixie asked.

“Come on, you noticed me, so you had to have noticed other things too,” Fluttershy turned away frowning, “I'm never requested directly to go onto the field, monster analysis can be done by Octavia just as easily, I can't even carry a conversation with my so called “friends” anymore,” she started trembling as tears fell down her cheeks, “They don't need me here... Soon they'll forget all about me...”

“Fluttershy, they won't-”

“Half the time they don't even notice I'm in the room!” Fluttershy shouted, now glaring at Trixie, who wanted to refute it, but couldn't. Hell, Rarity apparently didn't even notice her, and she was right behind her apparently.

“Oh Fluttershy...” Trixie said sadly.

“It's always been that way!” Fluttershy continued, “I bet they don't even want me here! “Why is she still here?” “She can't add anything!” Why don't they just come out and say it to my face?! Tell me that they don't need weak, sensitive, helpless Fluttershy around taking up space anymore!”

“Stop!” Trixie shouted taking Fluttershy by the shoulders, “Listen to yourself. Your friends don't think those things at all. Leader was the one who sent me here to check on you.”

“What a surprise,” Fluttershy said laughing sadly, “Applejack sends her star child here instead of coming here herself.”

“Fluttershy-” she was cut off as Fluttershy stood up.

“I'm going home,” Fluttershy said, “I'll see you tomorrow, maybe. Assuming I don't just disappear tonight.”

With that she trotted off. Trixie was about to call after her, but she saw something odd. A black aura emanating off of Fluttershy.

That one... is especially dark.

“Yeah, I see,” Trixie said, knowing that Ultramare was the one who spoke to her. She didn't say much, usually letting Trixie live her life and only alerting her when it was time to use the Light. When she did speak though, it was something important.

Trixie closed her eyes, picturing herself in a black void. Standing in front of her was Ultramare, though smaller. Still bigger than Trixie, but only a by a few feet.

“Can we do anything?” Trixie asked Ultramare.

“I am unsure,” Ultramare admitted, “The depths of her darkness is deep, almost down to her heart. What Element does that one represent again? Kindness?”

“Yeah. That's why this is so weird. She's usually so nice. Seeing her like this is...”

“The kindest souls often possess the darkest hearts. She is no different. Perhaps she isn't so much the kindest one in the room, as much as she is the quietest one.”

Before Trixie could ask Ultramare to elaborate, she felt a presence next to her. She opened her eyes and saw Applejack standing there.

“L-Leader...” Trixie said, wondering how long she was standing there.

“So? What do y'all think?” Applejack asked. Was that a slip of the tongue? Or...

“Fluttershy? She's got a lot of built up anger. Leader, what kind of pony is she?”

“She's always been the quiet type,” Applejack said, “Quiet, yet as sweet as can be. Never spoke ill of anyone as far as Ah know.”

“No one is that nice,” Trixie said, “It's impossible for someone to go their entire life and not dislike or hate someone even a little. It's just equine nature.”

“Ah always thought she was special in that regard,” Applejack said, “That she was just the one pony in the world that loved everyone an' everything.”

“I'm sure she is a special pony,” Trixie stated, “After all, it takes a truly special pony to smile at someone they hate with all their heart.”

They left it at that, both of them watching Fluttershy walk off in the distance, praying that she would be okay.

That following night, a strange meteor crashed onto Earth, near the city of Canterlot. Its flight put if right above Fluttershy's apartment before it landed in the plains west of Canterlot City.

Fluttershy, who was asleep at the time, began tossing and turning in her bed. In her dream, she found herself in the MARES HQ, surrounded by her friends.

“Hello?” she asked looking around, “I'm here.”

She heard a groan from everyone in the room.

“Great,” Rainbow Dash said, “Fluttershy is here.”

“It was such a great day, too,” Pinkie Pie said with a sigh. Fluttershy didn't know where that came from, but she shook it off and went to her terminal.

Just for Octavia to shove her to the ground and take her seat suddenly.

“Ahh! Octavia, why did you-”

“This is my section!” Octavia said, “I can do everything myself.”

“But my job is monster analysis,” Fluttershy said, “I need to be at that computer in order to-”

“Does anyone see a monster around?” Vinyl asked harshly, “Because I sure don't.”

“Actually,” Twilight said walking up to Fluttershy, Applejack right next to her, “We've decided to just let Octavia handle navigation and monster analysis.”

“Better than havin ya here takin up space jus' so you can do the one thing yer good at,” Applejack added.

“But then... what's my job now?” Fluttershy asked trembling, “Will I be moved to full time field officer?”

“Please no,” Rarity urged from across the room, “I don't need her getting in the way when I'm on the hunt.”

Ouch! Rarity was supposed to be her best friend! To say something like that...

“Well, there ya have it,” Applejack said, “Ah guess yer services ain't required here anymore.”

“W-what?” Fluttershy cried, “B-but... what am I going to do now?”

“You can always disappear,” Twilight said, shocking Fluttershy.

“Yeah, I think that's best,” Pinkie Pie added.

“Smartest thing I've heard all day,” Rainbow Dash stated.

“N-no!” Fluttershy cried, “I don't want to disappear!”

“Ugh, you're constant screaming is annoying me!” Rarity shouted covering her eyes, “Do you have any idea how irritating it is hearing you talk?!”

“Rarity...” Fluttershy said, “I though... I thought we were...”

“What? You thought we were best friends?” Rarity said sauntering over to Fluttershy, “I'm a hunter now, so I don't have room for friends. Which means, I have no more use for you.”

Fluttershy was more hurt now than ever. Her best friend had thrown her away. Ponies she had known for years just turned their backs on her. Sure, she suspected this would happen, but deep down she had hoped that it wouldn't.

“I... trusted you...” Fluttershy said backing away, “You were my best friend... To say that...” Fluttershy couldn't stop the tears, “To say something so horrible to me... I... I...”

In her bed, Fluttershy had stopped tossing and turning, but she was now crying in her sleep. As she lived alone, no one knew what she said in her restless sleep.

“I... hate you...”

Today was the opposite of yesterday, as it was relatively busy. Octavia was busy typing on her computer, looking rather intense this time. Twilight and Applejack were in their seats calmly waiting and going over some information that had just come in, and everyone else, Trixie and Rarity included, were in the base talking either about the unusual signals, or Fluttershy.

Speaking of which, the door opened and Fluttershy walked in. Unlike yesterday, everyone turned to her. She stopped and looked around at everyone.

“What?” she asked, slightly harsher than usual.

“Uh... We were wondering how you were doing?” Twilight asked.

“Ya left early, so we thought ya were upset 'bout somethin,” Applejack stated.

“Fine,” Fluttershy said curtly, walking over to her station. As she logged into her computer, Rarity walked over to her.

“Fluttershy, about yesterday...” she started, “I heard that you had approached me, but I didn't take notice. I know I've been rather distant lately, but that's no reason to treat my best friend like she's invisible.”

Oddly, when Rarity said “best friend” Fluttershy tensed up. Her expression became really dark too. Rarity made no indication that she noticed, instead leaning in and placing a hoof on Fluttershy's shoulder.

“What do you say after work today, we head to the spa together?” Rarity asked, “It's not the same as Aloe and Lotus' place, but it should-”

“I have work to do,” Fluttershy said suddenly, not looking up once, “I can't talk right now.”

Rarity was taken aback by how up front she was, but she nodded slowly.

“O-okay then,” Rarity said, “We'll talk later.”

She went back to Rainbow Dash, Pinkie Pie, Vinyl, and Trixie, all four of them looking at Fluttershy concerned.

“Geez, someone woke up on the wrong side of the bed this morning,” Rainbow Dash stated.

“Come on, Dash, she'll be fine by the end of the day,” Vinyl stated. Trixie wasn't too sure though. The air surrounding her just seemed so... dark.

“Alright, I pinpointed the exact location,” Octavia said suddenly getting everyone's attention.

“Location of what?” Fluttershy asked, as she came in last.

“Well, last night something crashed into the plains outside Canterlot,” Twilight explained, “For some odd reason we couldn't pinpoint its exact location, so we couldn't investigate it. That's what Octavia was working on.”

“Sorry I didn't tell you right away,” Octavia said, “But we thought it might be urgent so-”

“That's your job,” Fluttershy said, “Mine is monster analysis and biology, remember?”

“Right,” Octavia said, suddenly nervous for some reason, “Just... didn't want you left out is all.”

“Hmph!” Fluttershy turned away from Octavia and focused back on her computer.

“Anyway...” Applejack said slowly, “Ah was thinkin we should send a few ponies ta investigate. Trixie, would you be willin ta check it out?”

“Sure, but can I pick who comes with me?” Trixie asked.

“Nothin wrong with that, who's yer pick?”

“Fluttershy,” Trixie said, surprising the mare in question.

“Me?” Fluttershy asked.

“Yeah. You specialize in this sort of thing anyway. Just in case its something alien, I'd feel more comfortable with you by my side.”

“Then it's settled,” Twilight said, “Trixie, Fluttershy, take the MARES Runner out to the plains. Octavia, give Fluttershy the coordinates.”

“Roger!” Trixie and Octavia said. Fluttershy sat back in her chair folding her forelegs irritably.

“Roger...” she sighed.

One of the many benefits of Magi-tech was the creation of what were called “automobiles”. Small carriages that hovered a foot off the ground and could carry four ponies, these vehicles made it so that ponies could get just about anywhere without the need to spend tons of bits on a train. They were a bit expensive to buy, so not everyone used them, but the ones that did were happy to have them.

Naturally MARES received one for use.

The best part was that they were powered by magic, so they didn't pollute the air in the same way old trains used to, as even some trains were beginning to implement Magi-tech into their design. The one MARES called the MARES Runner was the signature MARES colors or white, red, and golden. It was made of magic resistant metal and had four large stones underneath it that allowed it to hover. Inside were three seats; two in the front and one long one in the back that could stuff three ponies in there. The right front seat had two pedals and a steering wheel.

Trixie took the driver's seat, as she had taken and passed the test needed to drive this machine. Fluttershy stated that she got motion sickness when driving, so she sat in the front left seat with the window open.

“So, what's got you in a bad mood?” Trixie asked.

“You noticed?” Fluttershy asked softly.

“Kind of hard not to, but yeah. I've been worried about you since yesterday. The only reason I didn't chase after you was I figured you needed some space.”

Fluttershy remembered that in her dream, Trixie was the only pony not present. She was also the only pony Fluttershy didn't feel weird about. Well, not bad weird. She wasn't used to anyone reaching out to her like this besides Rarity, so she did feel weird.

But she sort of liked this weird feeling.

“I had a bad dream last night, that's all,” Fluttershy dismissed.

“Dreams are often a mirror of your mind,” Trixie said, “And it couldn't have just been a dream, since it affects you so much.”

Geez this mare was in tune with ponies. Fluttershy would have been impressed if she didn't feel a bit irritated at her prying.

“Where was this Trixie five years ago?” Fluttershy asked, “We could have been great friends.”

“This Trixie had her head too far up her ass to give a damn about others,” Trixie said, “And better late than never in terms of us becoming friends, right?”

Fluttershy sighed and sat back in her chair, looking forward, “I must be a horrible pony,” Fluttershy said sadly, “Lately I've been thinking badly of my friends, and today I almost told Rarity that I...” she took a deep breath cutting herself off, “All because of a stupid dream. At the same time though, I do feel like my kindness is being taken advantage of, and that no one really pays attention to me. Believe it or not, I don't like that.”

“I can believe it,” Trixie said, “No one likes the idea of not being noticed.”

“But they're my friends,” Fluttershy continued, “I shouldn't think badly of them, but I think I do. Trixie, can I trust you with something?”

“Sure,” Trixie said, “What we talk about in this car stays in this car.”

“I... think I'm starting to hate them...”

Trixie took a deep breath, and briefly looked at her necklace before speaking again, “Have you been holding that much in?”

Fluttershy could only nod, “It started around four years ago.”

“The Equestrian Evolution of Magic?” Trixie asked, “What the hell was that, anyway? Why can't anyone remember it?”

“You're not supposed to remember it,” Fluttershy said, surprising Trixie, “No one is... except for me, and the others...”

“You don't have to tell me everything, but I'm curious,” Trixie said, “How bad was it for you?”

“Oh Trixie... it was... horrible. The most traumatic moment in my life!” she didn't think that she'd cry, but she couldn't stop the tears once they came, “Being here fighting these monsters, it's taking me right back there!”

Trixie sighed, placing one hoof on Fluttershy's shoulder while keeping the other one on the steering wheel.

“Why don't you tell someone about how you're feeling?” Trixie asked.

“Because,” Fluttershy sobbed, “No one remembers. The only ones that do remember are Applejack, Pinkie Pie, Rainbow Dash, Twilight, and Rarity, but four of them voted for wiping everyone's memories, and Rarity has her own “personal” issues,” she said, thinking selfish instead of personal, “I can't talk to anyone.”

“So what? Instead you just suffer alone? What good does that do?”

“It protects them,” Fluttershy said softly, “If I speak up, I'm not going to have very nice things to say to any of them. I'll hurt them.”

“But what you're doing now is just as bad, if not worse,” Trixie stated, “On one hoof, your friends can't change or make an attempt at making things better if they don't know what's wrong in the first place. On the other hoof, keeping it bottled up like this is just destroying you. Yeah, you might hurt someone's feelings, and friendships won't ever be the same, but you'll be getting things off your chest and helping others see the error of their ways.”

“Is that why you're so up front with ponies?” Fluttershy asked, now looking at Trixie.

“I spent my entire career lying to move ahead,” Trixie explained, “I swore that I'd never lie again. Not the best for making friends, but at least ponies can know that I'm sincere.”

For once since the day began, Fluttershy actually felt like smiling, “I can see why Twilight speaks so highly of you.”

Trixie started blushing, “Um... s-she does? What does she say?”

“Only that you're someone she knows she can depend on,” Fluttershy said, “Now I see why she says that.”

Feeling a little better, she found herself leaning onto Trixie's shoulder as she drove. She was the only pony Fluttershy didn't feel weird about, so she decided to cling to her for now. There was something oddly familiar being in her presence like that.

It was as if she were being bathed in the warmest, and brightest light.

When they arrived at the crash site, they were surprised by how small the crater was.

“No wonder Octavia couldn't find it,” Trixie said, “Something this small wouldn't show up on radar easily,” she noticed that Fluttershy was approaching the crater, “I don't think it's a good idea to get too close.”

“I'll be fine,” Fluttershy said. As she got right at the edge though, some sort of black mist came out and tried to grab her.

“Look out!” Trixie shouted running over to Fluttershy. She pulled her away just in time and fired her laser at the mist, making it disperse.

“W-what was that?” Fluttershy asked trembling.

“Good question,” Trixie answered, “Can you get the magical container Twilight gave us?”

Fluttershy nodded and ran back to the MARES Runner as Trixie carefully leaned down to get a better look herself. From where she was it looked like a small black space rock, nothing too out of the ordinary.

But she was getting the worst possible feeling from it.

When they got back to HQ, everyone was curious about the small space rock that Trixie and Fluttershy brought with them, which was now in a glass cylinder. They gathered in the control room, all wondering why something like this was being contained.

“So, ya said that it gave off strange energy?” Applejack asked Trixie.

“Yeah. It was like black mist. It tried to grab Fluttershy when she approached it,” Trixie explained.

Rarity gave Fluttershy a slight look before returning her focus to the space rock.

“We need to figure out where it came from,” Twilight said, “Octavia, could you-”

“NO!” Fluttershy screamed suddenly, catching everyone's attention, “This isn't her field! It's my job, so I'll look into it!”

“F-Fluttershy?” Rarity asked, clearly shocked by her outburst.

“Fluttershy,” Twilight started, “I was just thinking that you seemed stressed, so-”

“So you decided to just give my job to someone else then?!” Fluttershy continued, “Octavia needs to stay on her computer and off of mine!” Fluttershy took the space rock and held it between her wing, “I'm going to my lab.”

She stormed off. As she walked back to her lab, Trixie noticed that same black aura emanating off of her. It disappeared after a few seconds, but seeing it a second time she realized that it looked very familiar.

It was the exact same as the black aura coming off the rock.

Stupid Twilight! Stupid Octavia! Just passing her job to someone else! She hid behind a veil of niceness, but Fluttershy wasn't going to be fooled. She knew what she was actually trying to say. It was starting. They were trying to get rid of her.

“Damn you...” Fluttershy said wiping the tears from her eyes, “Twilight, you're a real bitch...”

She wasn't going to let them throw her away. She was the best at her job, and no one, no one, was going to take that away from her.

To take her mind off her former friend, Fluttershy put her focus on the space rock. It looked like a regular space rock, and even her computer couldn't see anything out of the ordinary about it except for a few minerals not found on Earth.

But Fluttershy knew better. She was with Trixie when the black mist came out of it, so she knew that there was something alien about it. Ugh! She couldn't concentrate on this at all. She leaned back in her chair, deciding to rest a bit.

She felt her mind drifting back to her dream, and how it made her feel. She remembered the others pushing her away, and she remembered Rarity literally saying she had no use for her. That was probably why she didn't talk to her anymore. Before Rarity would tell her everything, but these days she was so focused on her “mission” that she didn't spend any time with Fluttershy at all.

Yet she thought a day at the spa now would make her feel better? Who did that selfish bitch think she was? She started getting a dark feeling in the pit of her stomach. It wasn't a nice feeling at all, nor was it something that she was used to feeling.

But why did it feel familiar?

She was pulled out of her head when her computer beeped. She looked and saw that now it was picking up unusual signals. Some sort of energy, and it was alive.

She looked at the rock itself and saw that dark mist seeping out of it. The same as before. It looked like it was trying to come out of the container.

“Are you some sort of creature?” Fluttershy asked the mist. It was dangerous, but she decided to open the container slightly. She saw that the mist slightly seeped out of the crack, and lightly touch her hoof. It didn't feel threatening. It felt more like when Angel touched her.

Now she knew she had to figure out what this was herself. This mist was some sort of animal, and that was her specialty.

Over the next few days, Fluttershy began spending more time away from the team, preferring the company of the strange entity within the space rock, which she had named Hoe.

“Okay, I'm getting really worried about her,” Vinyl said as everyone (minus Fluttershy) gathered in the control room.

“She never leaves her lab anymore,” Octavia said, “Nor does she even say hi when she comes in. She just goes right to her lab with Hoe.”

“She should just marry the damn thing,” Rainbow Dash said irritably, “Since she clearly enjoys its company more than us.”

“I... think something's wrong with her...” Pinkie Pie said, “Hasn't she been really mean lately?”

“Tell me about it,” Rainbow Dash groaned leaning back in her chair, “Yesterday I walked into her lab to say hi, and she practically bit my head off.”

“Trixie, she still talks to you,” Twilight said turning to the azure unicorn, “Have you noticed anything unusual?”

“I think it has something to do with that space rock,” Trixie said, “I mean, she was upset before we found it, but she didn't start getting bad until after she started examining the rock.”

“You're right,” Twilight said thoughtfully, “Applejack, what do you think?”

“Ah think getting her outta that lab is the key,” Applejack stated, “It ain't healthy ta be cooped up in there anyway.”

“I'll talk to her then,” Rarity said getting up.

“Rarity,” Octavia began, “are you sure that's-”

“She's my best friend,” Rarity said, “If something's upsetting her then I need to be there for her.”

“I'll go with you,” Trixie said getting up, “Like Twilight said, she still talks to me, so I can act as a mediator if things get ugly.”

Rarity nodded, and the two unicorns ran out of the control room. As they left, Twilight looked down and sighed.

“What's buggin ya, Twilight?” Applejack asked.

“The way Fluttershy is acting, it feels like there's something else behind it.”

“If there was, wouldn't she talk to someone about it?” Vinyl asked.

“Not necessarily,” Octavia said, “She's really shy, so she might not open up immediately. She actually seems more like the type to bottle things up.”

“Fluttershy, are you...?” Twilight asked herself, wondering if it had anything to do with the incident. After all, she had the worst time, yet never spoke up about it.

“I had another nightmare again,” Fluttershy told Hoe, “At least, I think it was a nightmare...” she heard Hoe's voice whisper in her head, “Well, I'm not as disturbed by them. I mean, shouldn't I be?” She listened to Hoe's voice, “Y-you're right. They're only dreams after all. You understand me so well, Hoe. I'm glad we became friends.”

At first she was a little disturbed when she began understanding the whispers of the creature, but now it didn't bother her at all. Now she actually looked forward to talking to Hoe. She finally had someone she could share her feelings with. As such, she told Hoe about the incident, and how it made her feel.

Surprisingly enough, Hoe understood her feelings. He told her that she wasn't a bad person for feeling the way she did, and actually sympathized with her concerning her feelings toward the others.

“So, could you tell me a little more about yourself?” Fluttershy asked her friend, “That story you told me before was really-” she was cut off by a knock on the door. She growled angrily, “WHAT?!”

“Fluttershy, it's me,” Rarity said from the other side, “Can I come in?”

“No! I'm busy!” Fluttershy shouted.

“Please, Darling, Trixie and I are getting worried about you,” Rarity stated, “We just want to talk.”

She wasn't going to leave her alone. She had to get rid of Rarity, or else she wasn't going to be able to focus on her time with Hoe.

“Stupid, nosy whore...” Fluttershy said venomously before getting up and opening the door. Both Rarity and Trixie stepped back in shock when they saw her.

“Fluttershy...” Rarity said slowly.

“Did you want something?” Fluttershy asked icily, “Hoe and I were in the middle of a conversation before you rudely interrupted.”

“Fluttershy, I think you've been spending too much time with... Hoe...” Rarity said, “We hardly see you anymore.”

“Interesting,” Fluttershy said, “Now that I'm not bothering you twenty-four seven you actually miss me.”

“What?!” Rarity gasped stepping back, “Fluttershy, what is-”

“I'm surprised, because normally you're so self centered you barely even notice when I'm in the room,” Fluttershy cut her off. She could tell that statement hurt Rarity, and before that would have upset her.

Oddly, now her heart actually fluttered.

“Oh, are you still upset about a few days ago?” Rarity asked, “I... I know I hurt you, but-”

“I don't want to hear it,” Fluttershy said, that dark feeling in her stomach building again, “I know how this goes. You give me a half ass apology, I'm supposed to say “it's okay, I understand,” and then you go right back to ignoring me!”

“N-no! Fluttershy, I really am-”

“SHUT UP!!!” Fluttershy screamed, shocking the two mares in front of her, “You're not my friend! You're fake, your phony, and I don't want anything to do with you!”

Rarity's eyes were wide, and she was silent. For the first time in a while, she was left speechless. Trixie too, but Fluttershy noticed in her peripheral vision she was focusing on something behind her.

“F-Fluttershy...” Rarity said, her eyes watering, “You don't... really mean...”

“Just leave me alone!” Fluttershy screamed, going back into her lab and slamming the door shut. She ran over to her desk and broke down, not crying tears of sadness. These were tears of anger, and hatred.

Fluttershy...

Give your pain to me...

I'll make it go away...

“Hoe...” Fluttershy sobbed, “You're my best friend now... I love you...”

I love you too...

Fluttershy...

“Hoe...” Rarity said, tears in her eyes, “That thing is a monster...”

“Rarity?” Trixie asked turning to her.

“I know Fluttershy. She's sensitive, and can get really upset at times, but she'd never say anything like that unless she were possessed,” Rarity turned to Trixie intensely, “Help me save her!”

Trixie had every intention of trying to help Fluttershy, so of course she nodded. Rarity then walked off to calm down, leaving Trixie by herself. She noticed that when Fluttershy started shouting, the mist in that container actually grew a bit, as if reacting to Fluttershy.

Was it feeding on her negativity? Did it get stronger the more upset she got?

Trixie put her ear to the door listening. She hadn't heard anyone cry like that before. She didn't sound sad. She sounded angry. What was happening to her? She decided to knock on the door again.

“I SAID GO AWAY!!!” Fluttershy screamed.

“It's me,” Trixie said, “I just wanted to talk for a second. I'll be out of you and Hoe's hair in a bit.”

She heard movement, and Fluttershy opened the door. Trixie took note also of how different she looked. It wasn't really anything physical, but somehow she seemed visibly darker.

“What did you want to talk about...” she asked softly.

“I just wanted to ask what was wrong,” Trixie said, “That outburst was sort of sudden, and I heard you crying.”

“Trixie... she's phony,” Fluttershy said, “I know she is.”

“Because of stuff you know about her, or stuff Hoe tells you?” Trixie asked.

“Hoe is my friend, Trixie,” Fluttershy said, “He understands me. I can tell him things I can't tell anypony.”

“Well, I'm your friend too,” Trixie said, “and yeah, Rarity can be a bit of a bitch at times, but she's a good mare.”

“I... don't know...” Fluttershy said looking down.

“You should get some fresh air,” Trixie suggested, “Get out of the lab, you know?”

“I... no...” Fluttershy shook her head, “I don't want to leave... Hoe and I are...”

Trixie sighed, “Well, if you change your mind, I'll be in the control room,” Trixie said, “You can call me on my radio first though if you don't want to see the others.”

“T-Thanks...” Fluttershy said, closing the door. Trixie was hoping she could get Fluttershy out of that lab and away from Hoe, but she'd have to try another tactic. One thing was for sure though. Hoe wasn't good for Fluttershy.

It was night now, and Fluttershy had decided to stay later than usual. Not so much because of work, but because she knew that Trixie didn't approve of how much time she and Hoe were spending together, and she didn't want anyone getting into her lab while she left.

She was getting thirsty, and sadly there were some things that her lab didn't have. As such, she had to go to the cafeteria in order to get water. It was nice being able to spend so much time in the castle, but now it didn't seem as majestic to her as it did before. It was just a place now. She wondered if this was how the Princesses felt.

“Oh, there ya are,” Applejack said behind Fluttershy. She closed her eyes in frustration before answering her “commanding officer.

“Did you need something?” Fluttershy asked, trying to hide the ice in her voice.

“Twilight an' Ah were wonderin how ya were doin concernin the space rock. What did ya call it? Hoe?”

“Yes... that's his name,” Fluttershy said, her heart racing for some reason, “Um, I've learned that he's some sort of energy being, but that's about it.”

“Ah see,” Applejack said seriously, as if not convinced of something, “Rarity was sayin that she thought it might be dangerous.”

“Really?” Fluttershy asked, this time unable to keep the venom out of her voice.

“We're thinkin 'bout transferrin it ta another lab,” Applejack said, “We'll keep ya updated, alright?”

“A-alright...” Fluttershy said softly, not turning around to face Applejack, but she could tell when she left. Immediately she ran back to her lab, abandoning her cup of water. She needed to tell Hoe this immediately.

“Hoe! It's horrible!” Fluttershy said sitting down at her desk, “Applejack wants to transfer you to another lab!”

They're trying to tear us apart...

“They're just jealous because I have a friend now,” Fluttershy said looking down.

I told you this might happen...

I'm sorry that it's come to this...

I really like you...

“I really like you too!” Fluttershy cried, now hugging the container as if hugging Hoe himself, “I don't want you to go!”

There... might be a way for us to stay together...

“There is...?” Fluttershy asked.

Open the container...

She needed no goading. She threw the container top off, and the dark mist from the rock came out. A second later, it engulfed Fluttershy, seeping into her. At first she was afraid, but soon she felt lighter, and free.

“Oh Hoe... this is...” Fluttershy said softly.

This way we will never be apart again...

I will be with you... forever...

“Hoe... thank you...” Fluttershy said smiling. She got up and looked at her reflection on a reflective surface. All of a sudden, that bad feeling was gone. Instead, she was filled with passion, and joy. She smirked at her reflection.

“Let's go have some fun.”

She walked out of her lab and trotted to the front door, unknowingly walking past Trixie and Twilight. Both of them looked at Fluttershy oddly.

“Trixie, can you...?” Twilight asked.

“Already on it,” Trixie stated, walking after Fluttershy, “I'll keep my radio on.”

First thing on the list was a make over, and getting her sexiest dress. She then walked into the a club, wearing pink eye shadow, a sexy black dress, black high heels on her hind legs, and fishnets on her forelegs. Normally she wouldn't have ever had the courage to dress like this, but Hoe had told her that she looked fantastic in it.

Hoe was her friend. Hoe would look out for her.

She looked at the dance floor, feeling a rush unlike anything she had ever felt before. She skipped over to the dance floor, knowing that the stallions were watching her as her hips swayed back and forth.

Trixie walked in, still wearing her MARES uniform and helmet. Like Fluttershy, she noticed ponies staring at her, but for completely different reasons. She looked around the club until she saw Fluttershy balancing on her hind legs dancing between two stallions.

That was not Fluttershy.

“Twilight, I found her,” Trixie spoke into her radio, unable to take her eyes off of Fluttershy.

“Where is she?” Twilight asked.

“She's in... Club Night Life...”

“Club Night Life?!” Twilight asked, Octavia nearby checking out the space rock in Fluttershy's lab, “What's she doing there?”

“She's... dancing.” Trixie said on the other end, “She's surprisingly good.”

“Ahem!” Twilight cleared her throat, knowing that Trixie was probably staring a little too hard at Fluttershy's flank.

“Ahh! S-sorry Twilight...” Trixie said, probably blushing, “I'll focus on the mission.”

“You better,” Twilight said, not telling Trixie exactly what set her off. Her obliviousness was actually really cute.

“Twilight, I confirmed it!” Octavia said, “The energy in the space rock is gone. This is just a regular meteorite now!”

“Trixie, did you get that?”

“Yeah, I got it,” Trixie said putting her focus onto Fluttershy again. After her last run in with the pegasus, she secretly told Applejack and Twilight about how weird she was being, and her theory about Hoe. They needed to see what would happen if they threatened to separate them, so they set Fluttershy up. Oddly, it was Applejack's idea.

And she was the Element of Honesty.

Trixie walked over to Fluttershy and grabbed her hoof.

“Trixie? What are you-”

“We're leaving,” Trixie stated simply.

“But I'm having fun,” Fluttershy said.

“Now,” Trixie insisted, now yanking Fluttershy out of the club. She had to confirm a suspicion of her new “friend”.

Trixie led Fluttershy into a nearby alleyway. Why was she here now, and why was she still in her MARES uniform?

“Trixie, why are we here?” Fluttershy asked, “I was having fun in-”

Trixie turned around looking at her with a serious expression, “Fluttershy, what is Hoe?”

“W-what are you talking about?” Fluttershy asked.

“Answer the question. I need to know, what is Hoe? Is he a monster?”

“No! Hoe is my friend!” Fluttershy answered, “He takes care of me!”

“He doesn't have anything to do with your outbursts as of late?” Trixie asked, making Fluttershy really suspicious. This was sounding more like an interrogation.

“Trixie, what are you getting at?” Fluttershy asked.

“Fluttershy, you're my friend, and I'm worried about you. Ever since you started examining that rock you've been getting more and more out of control, and I'm willing to bet that this “Hoe” has something to do with it.”

She's not your friend...

She's trying to take me away from you...

“Fluttershy? Did you hear me?” Trixie asked, “Where is Hoe right now? He's not in the lab anymore, is he?”

Fluttershy was scared, but it wasn't like Trixie could do anything, so she shook her head.

“Damn it, Fluttershy, where is he now? Is he close by?” Trixie asked.

“Why do you want to know?” Fluttershy asked suspiciously.

“So I can help you,” Trixie said, “That's what friends do, isn't it?”

“I don't need any help,” Fluttershy stated, “I told you, Hoe is...” all of a sudden, she saw something come off of Trixie that she hadn't seen before. It was a white aura, made of the purest light. It felt comforting, but when she tried to reach for it slightly, she felt something within her wince.

Fluttershy...

That light is dangerous...

“The... light is...” Fluttershy asked slowly.

“Fluttershy? Are you okay?” Trixie asked.

“Hoe is showing me something...” Fluttershy explained, “You're glowing for some reason...”

Oddly, Trixie looked surprised, but soon an expression of understanding came over her. She knew she was glowing. At the very least she knew why.

“Trixie... what is that light?” Fluttershy asked suddenly.

“What did Hoe tell you?” Trixie asked, “Did he tell you anything bad about-”

“Answer me!” Fluttershy demanded, “Why are you glowing? You know what this light is, so tell me! Is it going to hurt Hoe?!”

Trixie sighed, “Maybe, that all depends on Hoe,” she explained.

“He was right...” Fluttershy said backing away from Trixie, “You are here to take him away from me...”

“Fluttershy-”

“I thought you were my friend...” she continued, tears of betrayal falling from her eyes, “I thought I could trust you... that you were different then everyone else...”

“I am your friend!” Trixie stated, “It's Hoe that can't be trusted! He's manipulating your emotions!”

Don't listen to her Fluttershy...

She's just like the others...

“He's not manipulating me... you are!” Fluttershy shouted, “You're just as bad as Rarity! Just as bad as everyone else! You're trying to take Hoe, my friend, away from me! That way I won't have anyone and I'll just disappear!”

“Fluttershy, listen to me!” Trixie urged putting her hooves on Fluttershy's shoulders, “You won't disappear, I promise! But you have to stop listening to Hoe! He's-”

“Shut up! Shut up! SHUT UP!!!!” Fluttershy screamed, making Trixie step back, “I'm done listening to you! I'm done listening to Rarity! I'm done listening to EVERYONE!!! Hoe is the only one who understands me! He's the only one who knows how much pain I'm in! Everyone else can BURN IN HELL!!!”

As she screamed, a black aura came off of her, surrounding her like a flame and forcing Trixie back.

“FLUTTERSHY!!!” Trixie screamed.

“You want to know where Hoe is?!” Fluttershy said venomously, “He's right here, and he's just as pissed off as I am!”

The black aura grew in size, until it was as big as a skyscraper. It then condensed and formed into a black monster with a relatively upright form, clawed hands, a really long neck, big blue eyes, long ears, and a big mouth.

This was Hoe's true form.

“Damn it!” Trixie swore, “Rarity was right! Hoe is a monster!”

“Destroy it all!” Fluttershy commanded, “I hate them! I hate everyone! I want this entire city leveled!”

Hoe gave a loud roar and turned around, firing a large stream of fire out of his mouth at all of the buildings. Ponies everywhere were running away in a panic as Hoe began destroying the buildings in his path, almost as if he were throwing a tantrum.

I will carry out your will, Fluttershy...

She glared at Trixie, who was focused on Hoe at the moment, and then flew off. Trixie could die to for all she cared. She was just as bad as her “friends” if not worse. After all, she was one of the ponies who didn't remember the incident.

Everyone who forgot that day was going to die. They didn't deserve to live as far as Fluttershy knew.

Trixie looked behind her and saw that Fluttershy had left.

“Shoot!” Trixie exclaimed, “I'll have to deal with her later,” Trixie said running up to the monster and pulling out her radio, “Twilight, please tell me you guys are seeing this!”

“I already dispatched MARES Wings #1 and #2!” Twilight said, “Trixie, is that Hoe?”

“It is, and it looks like Fluttershy summoned it!” Trixie stated, noticing that the Element of Light had started flashing, “Look, I'm going to hold Hoe at bay!”

“Trixie, no!” Twilight urged, “It's too dangerous! We don't know anything about the monster!”

“I'll be fine! I won't die, I promise! Over and out!” Trixie said, activating the Element of Light with her horn.

“Trix-” Twilight was cut off as Trixie turned off her radio. She then leaped into the air, allowing herself to become one with the light.

Hoe continued to rampage in the city, but was caught off guard by a bright light to his side. He turned and saw Ultramare rising up from the light as if stretching. When the light faded, Ultramare glared at Hoe and got in her fighting stance. Hoe stomped his foot and charged toward Ultramare.

He threw his arm at Ultramare to whack her in the face, but Ultramare blocked and shoved Hoe back with her free hand. Hoe rushed back to her and tried slashing at Ultramare with his clawed hands again. Ultramare blocked all of thee attacks, punched Hoe in the stomach, and then tackled him to the ground.

She got on top of Hoe and punched him in the stomach a few more times, but Hoe shot a stream of fire out of his mouth at Ultramare, doing massive damage and knocking her back. Hoe got up, and stomped his feet as if upset. He then ran over to Ultramare as she was trying to stand up.

Ultramare kicked Hoe back, and then flipped to her feet getting in a fighting stance. Hoe tried to shoot his fire stream at Ultramare, but she rolled to the side out of the way. Ultramare threw her arm out and fired a blue dart at Hoe. It hit him, but it did nothing except push him back.

Ultramare gasped in shock, and then braced herself. This looked like it was going to be her toughest fight yet.

Hoe ran up to Ultramare and grabbed her shoulders trying to wrestle her to the ground. Ultramare grabbed Hoe in response, attempting to do the same. She kneed Hoe a few times in the stomach, but was thrown to the side, almost hitting a building.

“ULTRAMARE!!!!” Ultramare heard from behind her. She turned to the building and saw Fluttershy standing on the roof glaring at her, “I'll only ask you once, stand down!”

Ultramare shook her head earnestly. Immediately, Hoe grabbed her from behind getting her in a lock.

“Even you're against me then?” Fluttershy asked backing away, “That's all the confirmation I needed! Hoe! Before we finish destroying those who don't remember, destroy Ultramare!”

Hoe roared, and then spun Ultramare around to face her. He then whacked her a few times in the face, and then threw her over his shoulder away from the building. Ultramare winced in pain a bit before attempting to stand, but Hoe ran over to her and kicked her in the stomach, knocking her back to the ground.

As Hoe stomped on Ultramare's back, a green laser and a blue stream of energy shot at Hoe, catching his attention. Hoe looked up and saw MARES Wing #1 and MARES Wing #2 flying to the scene.

“We got Hoe an' Ultramare in my sights!” Applejack said, piloting MARES Wing #2 with Rainbow Dash.

“Do you see Trixie anywhere?” Twilight asked frantically.

“That's a negative,” Rainbow Dash said, “Damn it, that mare is-”

“Don't worry, Ah'm sure she's safe,” Applejack said, “'Sides, we got a monster ta take down. Rarity!”

“I understand!” Rarity said glaring at Hoe from inside MARES Wing #1, “I knew you were a monster. Take this you piece of SCUM!!!!”

MARES Wing #1 flew closer to Hoe, rapidly firing its lasers at the monster. None of those attacks seemed to hurt it. Hoe then put his focus on Rarity's jet, shooting his fire stream at MARES Wing #1, almost hitting it.

“AHH!!!” Rarity screamed, “My laser attacks aren't doing anything to the monster!”

“Let me try!” Rainbow Dash said, “Hey buddy! Think you can hold him still for me?”

Ultramare got up and grabbed Hoe from behind. She then looked at MARES Wing #2 and nodded.

MARES Wing #2 charged up its main cannon and fired at Hoe, Ultramare letting go and rolling to the side at the last minute. The blast went through Hoe, but it didn't seem like it hurt him at all.

“What the hell?!” Rainbow Dash shouted, “Does it have an immunity to magic or something?!”

“That's bad!” Applejack said, “All of our weapons 're magic based!”

Ultramare charged up magic into her hands. She threw them to the side, and brought them together in a cross, firing a white stream from her forearm. Just like the MARES Wing #2's main cannon, it went right through Hoe, doing no damage at all. Ultramare backed away getting really worried. A second later, she looked down at her chest seeing the last thing she wanted to see now.

Her Color Timer started flashing red.

Hoe apparently knew what that meant, or at least had an idea, because he put his focus back on Ultramare, whacking, punching, even kicking her. Ultramare barely blocked all of the attacks, but it was clear she was getting overwhelmed.

Back at the base, Octavia was at her computer analyzing Hoe's biological make up. She wished Fluttershy was here, because this actually was her specialty. Octavia didn't even know what she was looking for.

“Octavia, how are you doing over there?” Twilight asked frantically.

“Between trying to do my job and Fluttershy's job? Horribly!” Octavia said honestly, “But I think I may have found something.”

“What's that?” Twilight asked galloping over to Octavia.

“Hoe's power is constantly growing! It looks like he's gaining energy from a particular source. That source has been pinpointed... to here!” Octavia said, pointing to a spot a little to the left of Ultramare and Hoe's signature on the radar.

“Applejack, do any of you see something seventy meters left of Ultramare?” Twilight asked.

“Ah don't see nothin!” Applejack said.

“I see something!” Rarity said.

“Rather, I see someone,” Rarity continued, looking right at Fluttershy, “Guys, I think I know how Hoe is getting power! For now, just keep that thing off of Ultramare!”

Rarity flew the MARES Wing #1 to the roof that Fluttershy was standing on. After landing the jet, she jumped out throwing her helmet to the side and ran over to the yellow pegasus.

“Fluttershy!” Rarity called out. Fluttershy turned around and looked at Rarity with a venomous glare.

“What are you doing here?!” she asked harshly.

“I came to talk,” Rarity said, “I want to know what's wrong.”

“Why?! So you can give me a fake apology and I'll calm down?!” Fluttershy asked backing away from Rarity, “I won't fall for it!”

“Fluttershy, what has gotten into you?!” Rarity asked, “The things you're saying, this isn't you!”

“How would you know?!” Fluttershy retaliated, “You never pay any attention to me! No one does! Ever since the incident four years ago everyone has been drifting farther and farther away from me!”

“That's not-”

“Did anyone ask if I was okay?! Did anyone bother wondering what I thought or how I felt about erasing everyone's memories?!”

“Flutter-”

“DID ANYONE BOTHER TO THINK THAT MAYBE I WANTED TO FORGET TOO?!!!!” Fluttershy screamed as Ultramare and Hoe moved their fight near the building.

“Fluttershy... you wanted to forget too?” Rarity asked.

“Did you think that I was just okay with what happened?! You have no idea how scared I was, or how much pain I was in! No one even bothered to ask! I guess you all thought “Fluttershy is the Element of Kindness, so she doesn't have any bad feelings about the Kille.” Well, believe it or not, I actually was affected by their attack! It was horrible, and I wanted to forget it all!

“But no, I had to remember every gruesome detail, all because I'm the Element of Kindness! No one even bothered to ask what I wanted! No one ever bothers to ask what I want! I'm just supposed to go along with it and agree with everyone because I'm the Element of Kindness! Faust forbid I actually disagree with anything anyone says because that's not being nice, and I'm the ELEMENT OF KINDNESS!!!!” Fluttershy fell to the floor and broke down, crying loudly as Ultramare and Hoe continued their fight.

Rarity realized exactly what was going on with her friend. She remembered that four years ago, Fluttershy was actually right in the middle of the invasion. When they met up, the poor thing wouldn't stop crying.

What was worse, Rarity didn't even bother asking her about it. She was so caught up in her anger at losing her marriage to Blueblood, that she didn't even think about Fluttershy's feelings. Normally when Fluttershy was upset, she'd turn to Rarity for support as she was the more stable of the two.

Fluttershy was traumatized, and Rarity had failed her as a best friend.

“Oh dear...” Rarity said looking away.

“I hate being an Element of Harmony!” Fluttershy shouted, “I hate Equestria for being allowed to forget! I hate everyone else for allowing them to forget!”

“And I suppose...” Rarity said somberly, “You hate me for not being there for you...” Fluttershy didn't answer. She just continued to sob, “It's okay, I understand now. I am sorry. I'm sorry for doing everything you just said. You're right, I've been a horrible friend to you. We all have been horrible friends, taking you for granted. Assuming that your silence was a sign that you were okay, when you were anything but okay.”

Rarity walked over to Fluttershy, knelt down, and placed a comforting hoof on her. Fluttershy looked up at Rarity in shock, even more surprised when she saw the unicorn crying too.

“Rarity...”

“I can't force you to forgive me,” Rarity said, “Hell, I wouldn't be surprised if you never wanted to be my friend again. I don't care if you hate me for the rest of your life, but I want you to know that I am sorry, and that if you give me a chance, I'll do whatever I can to make up for abandoning you.”

Rarity embraced Fluttershy. For a few seconds, Fluttershy was tense, as if her embrace was painful, but eventually she fell into it, returning the embrace herself.

At the same time, Hoe stepped back away from Ultramare as if in pain. It looked like white energy was coming off of him, and he roared in pain. Hoe turned to Fluttershy and held his hand out to her.

Fluttershy! Don't fall for it!

She's trying to trick you!

You hate her, remember?!

“Shut up you BASTARD!!!” Rarity shouted, firing her laser at Hoe, this time actually doing minor damage, “I won't let you manipulate my friend anymore!”

She's not your friend!

None of these ponies care about you!

I am the only one who does!

“Aw shut up!” Rainbow Dash shouted, firing the MARES Wing #2 main cannon at Hoe, knocking him onto the ground, “What do you know about friendship?”

“Maybe we did drop the ball concernin Fluttershy,” Applejack said, “But true friends own up ta their mistakes, an' try ta make it better.”

Hoe got up and tried to reach for Fluttershy, but Ultramare stood in his way. Ultramare turned to Fluttershy and looked right at her. Fluttershy looked up at Ultramare, a look of recognition coming over her.

“This light...” she said, “Ultramare... that was your light before...”

Ultramare nodded, and for a split second, Fluttershy heard a familiar voice in her head.

I promise.

You won't disappear.

Fluttershy broke down again, this time smiling.

“Ultramare, thank you for being my friend...”

Ultramare nodded again, and then turned to Hoe charging magic into her hands. Once again she threw them out to her side, and then brought them together in a cross, firing a white stream of light at the monster. Hoe finally exploded, dead.

Ultramare turned back to Fluttershy, and sent a warm, comforting light down to Fluttershy, who closed her eyes welcoming it.

“We'll be friends forever, right?” Fluttershy asked. Ultramare nodded to her, and then took off, flying straight up into the sky.

“Fluttershy, I...” Rarity said looking away.

“I... forgive you... Rarity...” Fluttershy said slowly.

“You do?” Rarity asked.

“It's going to take a while to let go... but I think we can at least... be friends again.”

Rarity smiled and embraced Fluttershy again, this time the pegasus immediately returned the embrace. MARES Wing #2 landed next to MARES Wing #1, and Applejack and Rainbow Dash exited watching them. Trixie ran up to the two of them as well, seemingly out of nowhere.

“And where were you all this time?” Rainbow Dash asked.

“I was nearby,” Trixie said, "You just didn't see me."

“Ya did good, Trixie,” Applejack said placing a hoof on her shoulder, “Ah knew Ah could count on ya.”

“Sheesh, you talk like she did something major,” Rainbow Dash said rolling her eyes, “Ultramare did the hard part.”

Trixie started laughing, “Yeah Dash, Ultramare did the hard part.”

Trixie looked at Fluttershy smiling, feeling relieved as the black aura around her was gone. Somehow, she saved her.

It was reported that the monster had manipulated Fluttershy, putting her under a spell. Because of this, she wasn't in any trouble. She needed to rest a bit, so she spent the night at the medical wing of the MARES HQ.

It was morning, and she was putting on her MARES uniform when there was a knock on the door.

“Come in,” she said. Trixie walked in, shocked to see Fluttershy getting dressed.

“Are you sure you should be up right now?” Trixie asked.

“I'll be fine,” Fluttershy said, “Besides, just in case another monster attacks I need to be ready. I have a very important job after all.”

Trixie smiled hearing that, “You sure do. We'd be lost without you.”

Fluttershy was beaming hearing that. It felt good to know that she was appreciated. She walked over to Trixie and hugged her.

“Thank you Trixie, for saving my life yesterday.”

Trixie was still for a second, but she eventually hugged Fluttershy back, “Anytime. That's what friends are for, remember?”

“Right,” Fluttershy tightened the embrace, “Friends.”

When they walked into the control room together, Octavia ran up to Fluttershy and embraced her.

“Um, Octavia?”

“Thank FAUST!” Octavia shouted dramatically, “I was worried that you wouldn't come into work today!”

“Uh... Tavi?” Trixie asked.

“I can't do it!” Octavia cried, “I can't do your job! Don't ever leave me again! I need you!”

Fluttershy laughed a bit, but then put a hoof around Octavia, “I won't leave you,” she said, “I promise.”

Fluttershy walked over to her station and logged in. After a bit, Rainbow Dash, Pinkie Pie, and Vinyl all walked over to her.

“Hey, we were gonna hit the club after work,” Rainbow Dash said, “Did you maybe want to join us?”

Fluttershy started blushing looking down, but she said something rather surprising.

“I'd... love to.”

“Sweet!” Pinkie Pie said, “Maybe you could teach me how to dance.”

Fluttershy's face turned beet red, and she turned to Trixie, who immediately shook her head. Damn Pinkie Sense...

As the three of them walked off, Fluttershy leaned back into her chair. She looked to the balcony and saw Rarity leaning against the banister looking out. The two of them met eyes briefly, and then Fluttershy closed her eyes smiling. She wouldn't be much use until a monster attacked, so until then...

She decided to relax and enjoy the slow start to the day.

Author's Note

This was a lot of fun to write. I was thinking of one day writing a story staring Fluttershy, expanding on the idea of her darkness coming out. That'll be later though. Please tell me what you thought about the episode in the comments section.

And if you feel so inclined to support my writing and help me continue to work faster, then please support my Patreon. Just a dollar from all of you will help cover my expenses, and support my plans for world domination.

The Power to Save Lives part 1

Power to Save Lives: part 1

Ultramare vs Redking (Ultraman series)

Guest starring Pigmon (Ultraman series)

It was late at night in Equestria, so much that most of the ponies were asleep. Even Princess Luna had turned in for the night, as she needed to be asleep in order to monitor the dreams of ponies. She had begun spending extra time in the dreams of Twilight and her friends, as the last incident with Fluttershy made her worried that something really bad could happen to any of them.

After ensuring that Twilight was sound asleep, Trixie went back to her own room and looked out the window thinking about the events of the last few months. Who would have thought that she would be fighting in MARES, or that she would be the host of a powerful titan made of light? Trixie still didn't know too much about Ultramare, and she hadn't heard from Silver Spoon since their last encounter, but at least she had figured out exactly how to use the light.

Thinking about some of the members on the team, Trixie thought about how hard it was becoming keeping the secret that she was Ultramare. She didn't know why she wanted to keep it a secret, as she wasn't told that she had to keep it a secret. Honestly, she just didn't see a reason to tell anyone just yet. Besides, it felt better like this. If the others knew, they might treat her differently on the team. Like this though, she was essentially their silent guardian, always watching over them, helping them fight the monsters in her own way. It was just better for everyone involved if they didn't know.

Trixie suspected that Applejack knew. She was always so supportive, and ensured that no one asked questions when she "vanished". Fluttershy definitely knew, as Trixie pretty much outright told her in the last mission, and Fluttershy saw the light radiating off of her. Rarity was getting suspicious, keeping a closer eye on her, but Rainbow Dash remained clueless as ever. It was odd having an antagonistic relationship with the pegasus normally, but then being called “her buddy” as Ultramare.

Pinkie Pie was impossible to read. Trixie was certain that she didn't know, but then again Trixie didn't have much contact with Pinkie Pie outside MARES, and based off what she heard, Pinkie Pie could have known all along. She had a knack for these things. The ones that made Trixie feel the most guilt over were Octavia and Vinyl, her childhood friends. Octavia was constantly worrying about Trixie, and she took note when she vanished like, and Vinyl had begun researching Ultramare, trying to understand what happened when she flew off.

Then there was Twilight, who Trixie was determined to keep in the dark about this. She was the one originally meant to wield the light, thus Trixie looked at what she did as protecting Twilight. She was extremely sensitive, and Trixie could tell she was actually really afraid, especially with Celestia's condition not getting any better, which was odd to Trixie.

Three months was a long time to be in a coma.

Her radio rang, pulling her away from her thoughts. She walked over and saw that it was Rarity. Funny, she never called anyone outside of work, and it was really late. Still, Trixie answered the communicator.

“Hey,” Trixie said, “Is everything okay?”

“Oh good,” Rarity said relieved, “For a second I was worried you were asleep. I hope I didn't disturb you.”

“Nah, I'm fine,” Trixie said, “I haven't been able to sleep. What about you? What's your excuse for being up so late?”

“W-well, I was just coming back from a friend's place, and I didn't feel comfortable leaving so late,” Rarity said awkwardly, “I… normally would have stayed over night, but uh...”

Trixie sighed, “Say no more. I'm on my way,” Trixie said, “Just tell me where you are.”

“Central Park,” Rarity said, sounding relieved, “Trixie, thank you so much. Don't be too surprised when you see me, and… don't tell anyone, okay?”

“I won't,” Trixie said honestly, “I'll meet you in a few minutes.”

Trixie hung up and went to her closet, pulling out her cape and hat. She honestly didn't need them, but ever since working at MARES she became uncomfortable walking around without wearing something. She usually just wore this when she wasn't in uniform.

When she got to the park, she wasn't surprised to see Rarity sitting on a bench wearing a sexy black dress, high heels on her hind legs, and slightly more make-up than usual. She had seen her dress like this once before, and she was coming from a “friend's” place then too.

She also looked absolutely miserable.

“So, is this like how you dress when you're not killing monsters?” Trixie asked walking up to Rarity, “Or just when going to “play” with your friends?”

Rarity forced a smile, “Well, I do like to dress up every once in a while,” Rarity said. Trixie raised an eyebrow, letting her know she wasn't buying it, but she said nothing else. Rarity jumped off the bench and stumbled a bit, but was caught by Trixie, who immediately smelled alcohol on her.

She was used to seeing Octavia like this, not Rarity.

“Sorry about that,” Rarity said, “As you can see, this is why I wasn't comfortable walking the streets late at night.”

“No need to apologize,” Trixie said, “Octavia has been way worse than this, so I'm used to it.”

Rarity smiled softly and the two began walking back to Rarity's place. It wasn't too far, but it was far enough, and Rarity's current state didn't exactly scream “professional officer with a license to carry arms”.

“I'm sure you have questions,” Rarity said after a few seconds of silence.

“You're dressed in arousing attire, clearly had a few drinks, and were waiting in the middle of Canterlot Central Park after leaving “a friend's” place,” Trixie said, “I think I can piece together what you were doing.”

“Ahh yes, I forgot how perceptive you are,” Rarity said, “Applejack's “star child”. No, I'm sorry, Leader. That's what she goes by these days.”

“You must really hate Applejack,” Trixie said.

“Ironically, she and I used to be best friends,” Rarity said, “Nowhere near as close as I am with Fluttershy, but we were definitely close.”

“But I'm guessing four years ago...” Trixie reasoned. Rarity snorted before speaking.

“Yes, four years ago, during the “Equestrian Evolution of Magic”, Applejack made a choice that I haven't forgiven her for.”

“I'm guessing that choice is the reason you're so lonely now then?” Trixie asked.

“Applejack is a good pony,” Rarity said with a sigh, “But she's pigheaded, and doesn't always think about how her decisions affect others. Trixie, I'm warning you ahead of time,” Rarity stopped and looked at Trixie dead in the eyes, “Be careful being so close to her, otherwise she'll end up hurting you.”

“R-Rarity...” Trixie said, really taken aback by how personal Rarity was. She was usually very private, so for her to reach out like this…

“I like you, Trixie,” Rarity said caressing her cheek, “We got off on the wrong hoof before, but I can see that you and I have a lot in common. You remind me of myself four years ago… Bright eyed, hopeful, yet so naive. One day you're going to have to make a choice, one that may cost you anything. When that time comes, don't let Applejack influence your decision. She's toxic, and if you keep her too close, she will hurt you.”

Ouch, Trixie thought. Trixie had a lot of respect for Applejack, and most of the time she seemed to make pretty good decisions. Yet Rarity was calling her toxic. She may not have hated Applejack, but she certainly didn't like her much anymore.

Rarity walked ahead, and Trixie ran after her, continuing their walk in silence. Was this the real reason Rarity wanted to meet her? Trixie wondered what kind of mare Rarity was before the Equestrian Evolution of Magic.

Before she became so cynical and cold-hearted.

Back in Canterlot Castle, an astronomer looked through his telescope and saw something odd floating in the sky. It looked like a landmass with a huge mountain in the center.

“That's odd,” he said going to his computer to analyze the landmass. It gave of the strangest of readings, but he couldn't figure out how or why it was floating. He was able to tell one thing though. It was moving.

And it was moving closer to Canterlot.

The next morning, MARES was called to take a look at the mysterious floating island with their advanced technology. Even with their state of the art computers, not even they could make sense of the structure.

Octavia looked over the data she received for the seventh time before sitting back in her chair in frustration and groaned.

“It doesn't make any sense,” Octavia fussed, “The electromagnetic field surrounding that island is making it impossible to analyze.”

“So, ya don't know how or why it's floatin?” Applejack asked.

“I'm afraid not,” Octavia said, “I can tell that it is moving though, and it's moving extremely fast.”

“How long until it reaches the city?” Twilight asked from the captain's chair.

“At this speed, I'd give it five hours,” Octavia said.

“Five hours? Perfect!” Dash said slamming her hooves together, “That's five hours to knock that thing out of the sky!”

“And how, pray tell, do you suppose we do that?” Rarity asked, standing on her hind legs in a corner of the command center with her fore hooves crossed, “Think the MARES Wings can destroy an entire island? Or maybe we can dial up your buddy and see if she can fire something big at it?”

Rainbow Dash rolled her eyes scowling at being shot down so hard. Trixie chuckled to herself, but looked down at the Element of Light. Fluttershy, who was sitting next to Trixie, also looked down at the necklace.

“We do need ta look inta this though,” Applejack said, “Ah don't like the idea of this thing floatin over the city. Ponies are gonna get tense.”

“But what can we do?” Vinyl asked, “Rarity's right about one thing, we can't destroy an entire island.”

“Well, we do need to investigate it,” Trixie said, “I say we send a few mares up there to investigate it.”

Applejack nodded hearing that, “Trixie, would you be willin ta investigate this?”

“Yes Leader,” Trixie said.

“Hold on,” Rarity said dropping to four feet again and trotting forward, “Why are you sending Trixie?”

“She suggested it,” Applejack said raising an eyebrow, “Why? Ya got a problem with my orders?”

Rarity shrugged, “It's just…” Rarity walked over to Applejack, “You always seem to put Trixie in the most dangerous situations. We don't know what's up on that island. Sending her there could be suicide.”

“Ah'm sure she'll be fine,” Applejack said walking up to Rarity and getting in her face, “If ya got so much of a problem with it, you can be a part of that team too.”

“Oh, so you can send me to my death?” Rarity asked, “Have you thought any of this through, or are you thinking with your emotions again? Because that worked oh so well before.”

Applejack gritted her teeth and it looked like she was considering hitting Rarity, but both Fluttershy and Trixie got between them and pushed them away, Fluttershy focusing on Rarity with Trixie focusing on Applejack.

“Rarity, don't,” Fluttershy urged, “Applejack is still our superior officer!”

“Hmph!” Rarity said raising her nose at Applejack, her eyes lingering on Trixie, “She's got you whipped good, huh?”

Trixie frowned at Rarity as she turned and trotted back to her corner. Applejack sighed and turned to Twilight.

“So? Who do ya think we should send out there?” Applejack asked Twilight.

“Well, if Trixie is okay with it...” Twilight said.

“I am,” Trixie said, “If this is a major threat, then I have to be there,” Trixie turned slightly to Rarity, who averted her eyes irritated.

“We might be able to scan the area on the surface,” Twilight said, “And we don't know what sort of creatures may be there, so I want Fluttershy and Octavia to go as well.”

“U-understood,” Fluttershy said.

“You can count on me, Twilight,” Octavia said.

“I'll go too,” Rarity said, catching everyone's attention, “Fluttershy and Octavia may need protection, so Trixie and I can look after them.”

“Alright. Perfect,” Twilight said, “The rest of us need to be on stand by in case a monster shows up.”

Applejack stepped forward, “Y'all got yer orders! MARES, move out!”

“Roger!” Everyone shouted in unison. As they ran out of the control room, Rarity lingered for a split second glaring at Applejack, who returned the gesture. When Rarity left, Applejack scowled shaking her head. Twilight walked over to Applejack and placed a hoof on her shoulder.

“Applejack…” Twilight said. Sure, Rarity was out of line, but Twilight did understand why she was so sour. That might have been the reason Applejack put up with her mouth like she did.

Trixie, Fluttershy, and Octavia all got in the MARES Wing #2 and took off, while Rarity chose to take a MARES Wing #1 jet instead. She didn't like the MARES Wing #2, as she couldn't move as well as she liked, so she just followed the larger air craft from behind.

It didn't take long for the two jets to reach the floating island, which was a lot bigger than they thought. It was almost as big as Canterlot itself, with a lush forest surrounding the huge mountain in the center, which turned out to be a volcano.

“Tavi, is that thing active?” Trixie asked her friend, who was already analyzing it.

“Sorry, but we're not close enough to analyze it yet,” Octavia said.

“I'll get a closer look then,” Rarity said over her radio. They looked to the ship's left and saw Rarity's MARES Wing #1 fly closer to the landmass ahead of them.

“Rarity! That's too reckless!” Fluttershy urged. Sadly, either Rarity turned off her radio or chose to ignore it, as her jet continued to fly closer to the floating landmass.

Inside MARES Wing #1, Rarity stopped her jet a little over the landmass at an angle, so she wasn't over the island but could see the volcano. From where she was, it looked like it was inactive, but it was still hard to tell.

“Damn it,” Rarity swore to herself, “I can't see if-” all of a sudden, her dashboard got WEIRD. The gauges were going everywhere, her radar shorted out, and her controls stopped responding, “MARES Wing #2! This is MARES Wing #1! We have an emergency! I've lost control of my jet!”

Back in the MARES Wing #2, all they got was static from Rarity's radio.

“MARES Wing #1, this is MARES Wing #2,” Octavia said through her radio, “We can't get a clear signal. Please return to-” Octavia was cut off by Fluttershy's gasp, “Fluttershy?”

“Something's wrong with Rarity's MARES Wing #1!” Fluttershy cried. Octavia and Trixie looked out and saw the MARES Wing #1 engulfed in electricity like it was shorting out. After a second the jet began a nosedive to the island.

“RARITY!!!” Fluttershy screamed. Before they could respond, their jet began to exhibit the same electronic shortages as the MARES Wing #1. Trixie looked and saw that the floating island was actually moving even closer to them.

“Guys, it's the island!” Trixie said, “We're experiencing the electromagnetic jamming from earlier!”

As she said that, their machine lost control and began a tailspin directly toward the island.

“This is HQ to MARES Wings!” Vinyl called out from her radio, “Come in MARES Wings! Shoot, we lost them!”

“Damn it!” Rainbow Dash swore kicking a wall.

“We need to go after them!” Pinkie Pie suggested.

“Negative,” Applejack said seriously, looking out a window at the island. Dash marched over to Applejack.

“What?! Leader, our allies are up there!” Dash said.

“Ah know, but Ah have faith in them,” Applejack said, “Trust me, they'll be fine up there. Sides, what happens if we go up there, vanish, an' a monster comes to attack Canterlot?”

Dash scoffed walking away, “I'm sure Ultramare could handle it.”

Applejack wanted to correct Dash, but she wouldn't understand. Truth was, if anything were to happen, Ultramare would appear on the island with the others.

There was only one Ultramare after all.

When Trixie came too, she saw she was still inside MARES Wing #2. It looked damaged, but thankfully it was still in one piece. Hell, it might even still fly.

After seeing that she was alone, Trixie stepped out of the MARES Wing #2 where she saw Octavia and Fluttershy. The former was scanning the area with a mini computer while the latter paced back and forth trying to call someone on her helmet's radio.

“Hey,” Trixie said walking over to Octavia, “Anything?”

“Yes and no,” Octavia said, “This island has an electromagnetic shield around it, so all of our equipment works here, but only here. We can't connect with anyone outside, and our jets won't fly off the island either.”

“That's bad,” Trixie said, more so to herself.

“The frustrating thing is that I can't find the source of the shield. I can tell its being generated somehow, but it looks natural,” Octavia continued.

“Think it has something to do with how its floating?” Trixie asked.

“Possibly,” Octavia said. Trixie walked over to Fluttershy, who was looking a tad frantic.

“Trixie, I can't reach Rarity!” Fluttershy said, “Her radio won't respond!” as she got more emotional, tears built up in her eyes, “W-what if she's-”

“She's not,” Trixie cut her off, embracing the upset pegasus, “Rarity's tough, remember? She'll survive somehow.”

“Trixie, please search for her,” Fluttershy begged, “I'd feel safer knowing that you're keeping an eye on her.”

Trixie nodded wordlessly and turned back to Octavia, “Hey, I'm gonna head out and search for Rarity.”

Octavia looked unsure, but she couldn't say anything before Trixie ran into the forest. She just prayed that she didn't lie to Fluttershy. Rarity not picking up her radio was concerning.

Deep in the forest, things were very quiet. Oddly Trixie didn't see any animals scampering around. Either they were all hiding, or they just didn't exist here. The idea of being the only living creatures on this island did not help Trixie's nerves.

As she trotted, she felt like someone was watching her. Okay, she thought, maybe we're not the only living creatures on this island. She pulled out her laser and proceeded a little slower through the forest, listening to every sound. She stopped when she heard a twig snap and pointed her laser behind her.

Once she realized that nothing was coming out, she turned back around, and was scared out of her mind as something red was right behind her. Both she and the creature screamed, but the creature fell onto its back. It then got onto its knees and huddled on the ground trembling.

Said creature was about the size of a pony, with long gray legs and really long hands close to its body, both of which almost looked to be made of bone. It had big eyes, a big mouth, and the rest of its body was covered in red fur.

Trixie hated to admit it, but it was kind of cute.

Trixie put her laser away and slowly approached the terrified creature, “Hey there little guy. I'm not going to hurt you,” she knelt down in front of the trembling monster and held a hoof out, “My name is Trixie. Do you understand me? Do you have a name?”

The creature slowly looked at Trixie and touched her hoof with its hand. Immediately a word came into Trixie's head, as if it were forced there.

Pigmon…

“Pig...mon…?” Trixie asked, “Is that your name? Pigmon?”

The creature, apparently named Pigmon, made a soft yet beautiful sound and nodded.

“Hey, you understand me, don't you? Tell me, did you happen to see another creature like me? She's white, wearing a uniform just like mine.”

Pigmon nodded, got up, and scampered off. He stopped running briefly, turned to Trixie, and jumped up and down making that same sound. Somehow Trixie felt like he was telling her to follow him.

“Okay, I'm coming,” Trixie said with a slight laugh. There was something very likable about this cute little guy.

The two new companions walked through the forest for a good while until they reached the MARES Wing #1. It looked like it took a lot of damage, but it was in one piece at least.

“Rarity!” Trixie cried out. She was about to run to the jet, but Pigmon put a hand out stopping her and shook his head, “She's not in there anymore?”

Pigmon walked off to the side, over to what appeared to be a small cave. Inside said cave Trixie saw Rarity lying on a bed of leaves, her helmet off, and it looked like her wounds were being treated.

“Rarity!” Trixie said running to her friend's side. She was still unconscious, but she was definitely alive, “Thank goodness. Pigmon, did you take care of my friend?”

Pigmon nodded and walked over to a pile of leaves, bringing them over to Rarity and Trixie. They smelled sort of minty actually. Pigmon set the pile down, took a single leaf, and began wiping a wound on Rarity's fore leg with the leaf.

“They heal...” Trixie reasoned, “These leaves have healing properties.”

Pigmon took another leaf and handed it to Trixie. She used her magic to grab it, and then looked at Pigmon who nodded. She then slowly took it into her mouth taking a small bite, and her eyes lit up.

“This is delicious!” Trixie exclaimed, “So, this is what you eat?”

Pigmon nodded and went back to tending to Rarity, who finally began stirring. Trixie held her as she sat up.

“Hey, don't move too quickly,” Trixie said, “You look seriously hurt.”

“Trix…ie…?” Rarity asked slowly, “Where are...” she saw Pigmon and immediately reacted, “Monster!”

“What?!” Trixie cried out. Rarity reached for her laser and pointed it right at Pigmon, but Trixie stopped her, “Whoa! Whoa! Whoa! Calm down filly!”

“Calm down?! There's a monster-”

“Pigmon isn't a monster!” Trixie shouted, “Actually, you owe him your life!”

“W-what did you…?” Rarity asked slowly. Trixie ran over to Pigmon, who was trembling.

“Hey, are you okay?” Trixie asked Pigmon, “I'm sorry my friend scared you.”

Pigmon nodded, but in a way that said to Trixie “I'm okay”. Rarity scoffed and looked away from them.

“So, any idea where the hell we are?” Rarity asked.

“My guess is this is Pigmon's home,” Trixie said, “Fluttershy sent me to search for you. She was trying to reach you via radio, but…”

Rarity nodded and stood up slowly, pulling out her wrist bound radio. All she got was static.

“Shit...” Rarity swore, “I guess my radio's out.”

“Fluttershy and Octavia are back at the MARES Wing #2,” Trixie said, “It's in a clearing, so they should be safe.”

“Good,” Rarity said, “Let's get going. Sooner we meet up with everyone the sooner we can find a way off this rock.”

Rarity walked out of the cave, not even turning to Pigmon. Trixie sighed and looked at the little creature.

“Thank you for rescuing her, Pigmon,” Trixie said, “Once again, I'm sorry for my friend.”

Trixie ran out of the cave, leaving Pigmon alone. He looked at Trixie as she left, and then got up and ran after her and Rarity.

“You could have said thank you,” Trixie said when she was next to Rarity.

“Thank you to a monster? Not likely,” Rarity said, “That thing probably just wanted to take care of me so it could eat me later.”

“So, do you look for ways to be a bitch, or what?” Trixie asked honestly. Rarity sighed.

“Look, the last time I let anyone close to me…” she stopped herself, “Never mind. I'm sorry if I upset you. Like I said last night, I really like you, Trixie.”

“You didn't upset me,” Trixie said, “I'm just saying, your attitude isn't really the best for making friends. I speak from experience.”

Rarity chuckled at that, “Yes, I suppose you would know about that. It's funny, its almost like we somewhat switched places. What made you want to change, anyway? Was it the whole MARES thing?”

“Not really,” Trixie admitted, “I had wanted to redeem myself for a while before joining MARES. I feel like something happened to me a while ago that made me want to change. Sometimes I wonder if it happened during the Equestrian Evolution of Magic.”

“Hmph, if it did that would be ironic,” Rarity said, “Both of us became better ponies on the same day.”

“Are you sure you believe that?” Trixie asked, “That you became better off after that day? Because it seems to me like you lost something pretty important that day.”

“It opened my eyes,” Rarity said turning to Trixie and yanking her uniform jacket open, revealing the Element of Generosity, “Power isn't a blessing. It's a curse. These necklaces took our freedom away from us, and now we have to live the rest of our lives sacrificing for other ponies who in the end won't even thank us,” Rarity placed a hoof on the Element of Light around Trixie, “You know, I have a theory, one that's been building for quite a while.”

“Oh?” Trixie asked, getting a little nervous for some reason.

“Ultramare, where does she go when she flies off? Why is she always there when we need her? Sometimes I wonder if Ultramare may actually be a pony who somehow gained power. I wonder… just what sort of pony she'd be,” Rarity said, looking at the Element of Light intently.

“Rarity… what are you-”

“Whoever that pony is,” Rarity continued ruefully, “I pity them. They have a fate I wouldn't wish on anyone. Do you now what I'd say to that pony if I met them?”

“No… what?” Trixie asked, looking at Rarity intently.

“I'd tell them it's not worth it,” Rarity said seriously, “I'd say to them, you had a regular life. A chance to be whatever you wanted, and yet you threw it away, and for what? To be a hero? Hero's don't exist.”

Rarity turned and walked off, refastening her jacket. Trixie thought about what Rarity said for a second before turning to her direction.

“That pony you were talking about,” Trixie called out, making Rarity stop, “What if she just wanted to do something, and she didn't care what happened to herself? She didn't want to be a hero or anything, she just wanted to do her part. What if… there was someone in particular that she wanted to protect, and she could use that power to protect them?”

“Like someone she loved?” Rarity asked, “I'd tell her that she's being a fool, and she'd be better off giving up that power, taking the pony she loves, and fleeing this whole mess. There's no shame in running away.”

“There is if you can do something,” Trixie retaliated, “No matter how big or small that contribution is, if you can save lives, you owe it to yourself and the ponies you love to take arms. At least, that's how that pony you're talking about probably thinks.”

“Is that so?” Rarity asked turning slightly to Trixie, “You'll learn eventually,” she continued walking off. Trixie didn't even have to ask. Rarity knew, and she might have known for a while. Looking at Rarity as she walked off, Trixie could see a dark aura emanating off of her. It was small, but it seemed tighter around her, as if she herself were holding it.

Trixie frowned and ran after Rarity. They walked for a bit, but both stopped at the same time.

“Really?” Rarity asked rolling her eyes. She turned around and saw Pigmon walking a bit behind them, “Why is that thing following us?”

“He's probably curious,” Trixie said, “He's never seen a pony before, so he wants to learn more about us. Do you want to see our friends, Pigmon?”

Pigmon jumped up and down happily and ran over to Trixie, now skipping in a circle around her making a happy sound. Trixie couldn't hold in her laughter.

“Alright, you're tagging along with us,” Trixie said. As she and Pigmon walked ahead, Rarity scowled to herself.

“Treating that thing like it's a pet,” Rarity fussed. She walked after them, but kept her distance. As far as she was concerned, “Pigmon” was a monster, and she was waiting for it to show its true colors.

Fluttershy hadn't sat down for a second since sending Trixie out to search for Rarity. Honestly, if they were in any danger, they'd know by now, but not knowing was still stressful.

“Please relax,” Octavia urged, “Being tense like this isn't going to help anyone.”

“I know, but I'm worried. Rarity's landing didn't look too good. She might be hurt,” Fluttershy said pacing back and forth. Octavia sighed and went back to focusing on repairing the MARES Wing #2. It was a shame Vinyl wasn't with them. She'd be able to fix this.

“Hey!” they heard from a distance. They saw Trixie waving to them, accompanied by an annoyed looking Rarity and some red creature.

“Rarity! Trixie!” Fluttershy cried out happily galloping over to them, jumping to embrace Rarity first.

“Yes, yes, I'm alive,” Rarity said dismissively, even though she was smiling.

“I was so scared!” Fluttershy said now looking at Trixie, “Thank you for finding her!”

“If you want to thank anyone, you should thank this guy here,” Trixie said referring to the red creature, “Pigmon here was the one who rescued her.”

“Pigmon?” Octavia said walking over to the creature examining it, “Is this the sentient life on this island?”

“I don't know,” Trixie said, “So far he's the only one I've seen.”

“Pigmon sweetie,” Fluttershy said, catching the red creature's attention, “Are you alone on this island?”

Pigmon looked down somberly, making a sound almost like a sob. He then started walking off, but motioned with his hands for them to follow.

“He wants us to go with him,” Fluttershy said, “I think he wants to show us something.”

“Well, what do we have to lose?” Octavia asked, “I mean, it's not like we're going to find anything out here.”

Fluttershy and Octavia trotted after Pigmon, while Rarity sighed and walked after them shortly after. Trixie lingered for a second and thought about the look on Pigmon's face. That was the look of someone who saw great tragedy.

“Who did you lose?” Trixie asked herself before galloping after her companions.

The walk was done in silence, Fluttershy and Trixie right next to Pigmon, who seemed more somber than before. Octavia was right behind them looking around, taking in the scenery. Naturally she had her bazooka strapped on her back just in case. Rarity was the furthest behind, mainly looking at Pigmon distrustfully.

Pigmon stopped in front of what looked like an ancient shrine. Standing in front of the large stone building were five statues that looked like Pigmon, but they looked worn and broken.

“My Faust...” Octavia said in awe, “These ruins have to be well over a few centuries old…”

“Pigmon, is this were you lived?” Trixie asked. Pigmon slowly walked over to one of the ruined statues and knelt down, making that same sad noise, almost like he was crying. Fluttershy looked right next to the door and saw a place where a statue was supposed to be, and gasped.

“Oh my…” she said softly.

“What is it?” Octavia asked.

“These statues… I think they're… Pigmon's friends…” Fluttershy said.

“Wait, these statues?” Rarity said walking over to one of the other statues, lightly kicking it, “How is that possible?”

“Pigmon, can you tell us what happened?” Trixie asked Pigmon, “Why are your friends statues?”

Pigmon turned to Trixie and touched her hoof. This time she didn't hear words. Instead she saw images. Images of a monster walking around, destroying everything. The monster looked like it was made of the same sort of bone as Pigmon's hands and feet, and it was firing explosive rocks out of its mouth.

Trixie also saw other creatures like Pigmon running around screaming in fear. One tripped and fell, but another one (Trixie felt like this was Pigmon) picked up his fallen friend and they continued to run.

Pigmon let go of Trixie's hoof, and she fell back in shock. Octavia and Fluttershy ran over to her.

“Hey, are you okay?!” Octavia asked Trixie.

“I saw… Pigmon's past...” Trixie said, “There was a monster, and it destroyed their entire civilization. I think… I think Pigmon is the last of his kind alive.”

“Oh you poor thing…” Fluttershy said going over to Pigmon and wrapping her hooves around him comfortingly, “You've been lonely this entire time, haven't you?”

“A monster, huh?” Rarity asked looking around, “Think that thing's still alive?”

“If it is, we're in trouble,” Octavia said, “What if it leaves the island and attacks Canterlot?”

“It won't get the chance,” Rarity said storming off, “I'm going to kill it first,” Pigmon jumped up and ran over to Rarity holding her side stopping her, “Hey! Let me go!”

Pigmon shook his head, making urgent sounds.

“He's scared of something,” Fluttershy reasoned, “I can feel it. He's telling you not to fight it.”

“Well I'm not afraid of it!” Rarity said shoving Pigmon off her, “You were too weak to do anything, and that's why your civilization died!”

“Rarity!” Octavia exclaimed, “That's uncalled for!”

“It's the truth! Unlike “Pigmon” here, I have power! I'll destroy this monster myself!”

“We shouldn't underestimate this creature!” Trixie said standing in front of Rarity, “We're talking about something that took out an entire civilization! I don't think we've faced a monster that powerful yet!”

“Well we have to fight it anyway!” Rarity said, “If that thing is still alive, it's going to get to Canterlot, and I plan on killing it first!”

A loud roar caught their attention. They all looked up in fear, but Pigmon ran off a bit and got onto his knees trembling. Fluttershy ran over to Pigmon.

“Pigmon? What's wrong?” Fluttershy asked. Trixie looked at Pigmon, but then was surprised to hear a soft, gentle voice in her head.

It's Redking! He's woken up! We're all in danger!

Trixie's eyes were wide, but she then looked up at the shrine.

“TAKE COVER!!!” Trixie screamed. Standing behind the shrine was the monster in Trixie's vision. It opened its mouth and shot large rocks at them. The ponies and red creature scampered away, as the rocks exploded upon hitting the ground.

“Is that the monster that killed Pigmon's kind?” Fluttershy asked.

“Yeah! He called it “Redking”!” Trixie said.

“Funny how close it was to the shrine!” Rarity said trotting over to Pigmon. She shoved it against a tree and pointed her laser at it, “Well?! How about that?! You led us right to it didn't you?!”

“Stop that!” Fluttershy cried shoving Rarity off of Pigmon, “He didn't know where Redking was! He was just trying to show us what happened to his people!”

“Is that what he told you?! Or is your “animal sense” telling you that?! News flash, he's not an animal! He's a monster, just like the thing that's out there right now!”

“Speaking of said monster…!” Octavia said, catching everyone's attention. They looked and saw Redking walking after them. Trixie got in between Rarity and Fluttershy.

“How about we get to the MARES Wings first then have this discussion of ethics?! Sound good?!” Trixie asked. Rarity swore and ran off into a different direction, apparently to her MARES Wing #1.

Octavia ran out, got on her hind legs, and fired her bazooka at Redking. The blast hit the monster's stomach, but it lightly dusted itself off and continued to stomp after them.

“Yeah, we're going to need extra fire power!” Octavia suggested.

“Pigmon, come with us!” Fluttershy urged, “It isn't safe here!”

Pigmon nodded and followed Fluttershy and Octavia to the MARES Wing #2. Trixie looked up at Redking again, wondering if she needed to summon Ultramare yet. Green lasers shot Redking in the stomach, and Trixie saw MARES Wing #1 flying toward the monster. Realizing that she'd be able to keep it busy for a bit, Trixie ran after her friends.

“I'll deal with Pigmon later!” Rarity said in the cockpit of her machine, “Larger prey is more fun to hunt anyway!”

MARES Wing #1 fired at Redking again, but the monster was just as unfazed. It ran over to the jet and swiped it arms, but MARES Wing #1 flew out of the way. The monster then fired explosive rocks at the jet, but Rarity was too swift and managed to dodge all of the attacks.

MARES Wing #1 turned on a dime and flew directly toward Redking, using its wings to hit the monster. Just like last time, the monster just dusted off the attacks.

“So you've got tougher armor?” Rarity asked/taunted, “That just makes this game more fun,” she laughed dangerously, “The huntress always claims her prey.”

Trixie, Fluttershy, Octavia, and Pigmon made it back to the clearing and looked to see Rarity's fight. From where they were it looked like she was having a bit of trouble.

“Why is that mare always so reckless?!”Octavia asked.

“We need to support her with the MARES Wing #2!” Fluttershy urged.

“I'll get Pigmon to safety!” Trixie said, “You guys go help Rarity!”

Octavia and Fluttershy nodded going inside the jet. A few seconds later it took off. Trixie led Pigmon back into the forest near the cave where she found Rarity.

“Okay, find some cover,” Trixie said, “I need to go help my friends,” Trixie was about to run off, but Pigmon grabbed her stopping her, “I know you're scared for me, Pigmon, but I'll be fine,” the Element of Light began flashing at that moment, “They need me.”

Trixie lightly pulled away from Pigmon and galloped back to the fight. Using her magic to activate her necklace, she leaped into the air, becoming one with the light.

Deep in the forest, there was a bright flash of light, and Ultramare rose from the forest, immediately getting in a fighting stance.

Through the Element of Light, Trixie Lulamoon is able to call on the power of the being known throughout Equestria as Ultramare!

“Ultramare!” Fluttershy cried happily.

“She must have followed us to the island!” Octavia said, equally happy.

“It's about time you showed up,” Rarity said with a smirk. She didn't want to admit it, but even she was getting a bit concerned.

Ultramare and Redking charged to and grabbed each other. Surprisingly this monster was a little bigger than Ultramare. Not to be intimidated, Ultramare kneed Redking in the stomach a few times, but the monster threw her back and then tackled her to the ground.

Rolling to her feet, Ultramare threw her left hand out throwing a blue dart of light at Redking. The attack just lightly grazed its armored body, and the way it dusted itself off told Ultramare how little he felt that.

Redking charged over to Ultramare, who looked shocked for a second and braced herself for the incoming assault. Redking was relentless, punching and swiping at Ultramare, who was forced into a defensive stance.

Right when it looked like she was getting overwhelmed, MARES Wing #1 fired its lasers at the monster getting its attention.

“Ultramare, now!” Rarity called out from her jet, “While he's distracted by me!”

Ultramare nodded and grabbed Redking's back. She then threw Redking to the side onto the ground. As Redking was about to stand up, Ultramare ran over to the monster and grabbed his neck in a lock, and began punching his face.

Unfortunately Redking was too powerful and forced Ultramare off of it. It then fired its rock blast at her point blank, each rock exploding on impact. Ultramare screamed in pain as she fell back.

“This monster…!” Octavia said shaking her head, “Is it even too much for Ultramare…?”

“No…!” Fluttershy said covering her mouth in horror, “Please stand up Ultramare…!”

Okay, now Rarity was getting worried. Ultramare had tough fights, but this was usually around the time she started winning. It looked like she was honestly having a hard time with this one.

“Damn it…!” Rarity swore, “I don't like it when you're right… but we might have bitten off more than we can chew if you're having trouble…”

Ultramare forced herself to her feet and looked at her opponent, breathing heavily. She hadn't gotten any good hits in on this creature at all, and none of her magic attacks seemed to work on it.

Redking ran over to Ultramare again, but before it could reach her, MARES Wing #2 fired its blue pulse beam at its feet stopping it. Redking retaliated by turning to the large jet and fired its rock blast at it. MARES Wing #2 moved out of the way as fast as it could, but some of the rocks hit its side exploding.

Both its occupants screamed as the ship came crashing down to the surface. Ultramare looked at that horrified, and then tightened her fist in anger. She then gathered energy into an orb in front of her, held it in her right hand, and threw it out in the form of a large energy stream. The attack knocked Redking back, but it soon got to its feet and pounded its chest like a gorilla and fired its rock blast at Ultramare. This time she managed to roll to the side out of the way.

But when she got to her feet, Redking fired at her again, this time hitting her and knocking her back. Redking wasted no time running up to Ultramare and kicking her while she was down. It then picked her up and threw her over its shoulder. Before Ultramare could get up, Redking stomped its foot on Ultramare's chest holding her down and doing extra damage. As this went on, her Color Timer began flashing red.

Ultramare can only manifest in this dimension for 3 minutes before running out of power! If her Color Timer runs out, Ultramare will never rise again!

“LET HER GO YOU SON OF A BITCH!!!” Rarity screamed, firing rapidly at Redking's back. After a second, Redking turned to MARES Wing #1 and fired rocks at it, but the jet managed to fly out of the way.

That gave Ultramare the opening she needed to throw Redking off of her and roll to her feet. She charged up energy, brought her hands to her left side, and then fired three energy darts at Redking. It was time to finish this now.

Standing straight up as Redking turned to her, she charged up energy into both of her hands, threw them out to her sides, and brought them into a cross formation-

Stop! Don't shoot! Redking wants you to do that!

Was that… Pigmon…? Ultramare looked down to her left and saw the tiny red monster swirling its hands around making frantic noises. She then looked at how Redking was standing and saw he was bracing himself. She didn't know what would happen, but she had a feeling that if she fired her attack, something terrible would have happened.

What am I going to do now, she thought to herself.

“What are you waiting for?!” Rarity called out from MARES Wing #1, “Launch your attack!”

Ultramare wanted to. She so wanted to. But she couldn't risk it. Surprisingly, she lowered her arms.

“What the hell…?” Rarity asked, watching this from her cockpit. Ultramare did odd things sometimes in her fights, but she always had a reason for what she did.

So… why wasn't she attacking?

Realizing its opening, Redking fired its rock blast at Ultramare, who was unable to prepare and fell back screaming in pain.

“Ultramare!” Rarity screamed, once again firing at the giant monster, who this time just ignored her jet's attacks and slowly approached the injured titan. Right when it was almost on top of Ultramare, a large golden stream of energy shot out of the sky between Ultramare and Redking, throwing the latter back.

Ultramare and Rarity both looked up and saw something slowly descending in front of Ultramare. It looked like another titan similar to Ultramare. When they landed on the ground, the light died down, and they got a better look at the newcomer.

They were a titan similar to Ultramare, but they had a slender silver and white body. They, like Ultramare, were also female but their chest was heftier and they wore heavier silver armor over their chest and shoulders. She had white hair that was longer and fuller than Ultramare's, going down to her waist and falling over her shoulders a bit, she had a longer fin on the top of her head, and the same almond shaped eyes like Ultramare, only they looked slightly sharper, giving the giant an older appearance. In the middle of her chest was a blue gem shaped almost like a sun or star, apparently her Color Timer.

Ultramare slowly looked up at the newcomer as she stood in front of her. The silver and white titan turned to Ultramare and nodded, and Ultramare fell down exhausted. She glowed brightly, and then faded away.

On the surface, Pigmon covered his eyes and made a sound a lot like a cry.

“ULTRAMARE!!!” Rarity shouted, landing the MARES Wing #1 as the new silver giant looked at Redking and got in a very specific martial arts stance (Think Chun-Li from Street Fighter) making a loud grunt that screamed “I'm ready”.

Octavia and Fluttershy slowly stepped out of the badly damaged MARES Wing #2 and were alerted by the sounds of a fight. The ghostly voice sounded much deeper and forceful than Ultramare's voice. They looked up and saw the new giant as she fought Redking, her fighting style much more precise and forceful than Ultramare.

“What the hell…?” Octavia asked.

“Where's Ultramare?” Fluttershy asked a little frantic. Her radio went off, showing Rarity's frequency, “Rarity?!”

“Good, you're alive!” Rarity said. She sounded like she was running.

“What's going on?!” Octavia asked, “Is that Ultramare?!”

“No, she was injured by Redking! I don't know who that other giant is, but she seems to know Ultramare! I'm going to search for Trixie, you two find cover and try to get in touch with HQ! I don't care how you do it!”

“I may have an idea,” Octavia said, “But we need to be inside the MARES Wing #2 for it to work.”

“O-okay,” Fluttershy said looking worried, “Rarity, please find Trixie.”

“I will, I promise,” Rarity said hanging up her radio and looking ahead, “Please be alive Faustdamn it.” Rarity brandished her laser gun and galloped deeper into the forest.

Back at the HQ, Twilight looked up from her desk in shock, her attention pulled to the floating island as it approached.

“Trixie…?” Twilight asked slowly, “Are you… in danger…?”

Back on the island, Trixie was on a beach away from the island lying near the water unconscious.

To be continued…

Author's Note

I'm going to work on the second part of this episode IMMEDIATELY, so you won't have to wait half a year for it. I promise.

If you wish to help make this easier to get out and help me take over the world, then please go here to support my Patreon.