Sky Matron

by Owlor

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Main 6, Rarity, Adventure, Princess Celestia, Twilight Sparkle, Applejack
Length: 32700

In a world where two of the three tribes died out, Rarity turns to the sky as a sky pirate.

What possessed an upwardly mobile tailor to forsake her one chance of a comfortable high-class life and take up living as an outlaw? With the help of her loyal crew, she takes to the sky in her specially-designed airship as the first and most prominent sky pirate in Equestria. Making herself a personal enemy of Queen Celestia, she is hunted by Her Majesty’s special Task Force. But the sky is full of secrets, more so than what anypony actually realizes...

“With the tribes of the pegasi and the unicorns having died out, the sky remained unconquered... until now. While corruption has its roots deep within the Equestrian society, I have aimed for the impossible. I've aimed for freedom.”
~ Quote from Captain Rarity, self proclaimed 'Sky Matron' and 'Liberator of Equestria'. Excerpt taken from ‘Equestria's Most Wanted Criminals’

Written/edited by: capt'n Owlor and Lucefudu, the coxswain
Edited by: MikhailInspired
Idea by: Lucefudu

Published 2012-09-19 10:44:03 UTC
Last updated 2012-11-14 08:52:09 UTC

Chapter 1

Chapter 1. In Celestia’s Shadow

”Have I told you the tale of the mare o’ the sky?
A tailor from Ponyville who learned how to fly
When Celestia’s hoof ached hard on her throat
She looked to the sky and manned her own boat.”
~ From The Ballad of the Sky Matron by Lyra Heartstrings.

I knew it was a mistake to fly this low... Rarity thought. A grappling hooked pierced the thin cover of the clouds, followed by another one and yet another one. The clouds dispersed to reveal the crowd of ponies underneath, a sea of gold platemail and wooden crossbows. I got cocky, and now we have to pay for it.

She had been drunk on her own confidence and couldn’t help showing off. Simply seeing the Elusive in the sky gave ponies hope and Rarity’s presence was something ponies would talk about for years to come.

Then, of course, the first of those damn grappling hooks ruined it all. Their jagged metallic teeth crushed any delusions of grandeur she might have had and stopped the ship in its tracks. The wings of the Elusive flapped like a helpless bird while the delicate fabric scattered the golden sunlight.

Rarity’s doubts died out quickly as she steeled herself Ihey think they got me in their trap, but I’ll show them how the Sky Matron fights! With her mind cleared, she galloped to the bow and began to yell commands at her crew:

“Rainbow Dash, ready the tar barrels! Berry Punch, prepare to give these ruffians a blankflank!” She grabbed a nearby speaking tube and yelled into it. “Pinkie Pie, we need more steam!”

Her voice resonated through the device and reached the engineering deck where her trusty engineer—oblivious to the commotion outside—was putting the final touches on a new invention. Pinkie Pie heard her captain’s urgent voice and galloped towards the main control panel, but not before fastening the last few screws in place.

“Aye aye, captain,” she said into the device while saluting. “I just installed my latest invention and I’m going to test it out.”

On deck, Rarity’s eyes widened as a slight hint of panic washed over her. “Damnit, Pinkie!” she screeched while shaking the tube violently. “This isn’t the right time for this. We’re being saddled!”

“Perfect!” Pinkie’s distorted but cheerful voice resonated through the pipes,“You’ll really like this one, captain. I call it the duster! It gathers steam, compresses it, and releases it when needed. Then—”

“I don’t care!” Rarity screamed, furrowing her brows. “Please, Pinkie Pie, explain later. Get us out of here as fast as possible, and I promise I’ll listen to you and pretend that I understand what the hay you’re talking about.”

“Aye aye, captain,” she replied, voice beaming with glee, practically broadcasting a smile trough the tube.

With a weary sigh, Rarity hung the device down. With that out of the way, she turned her attention to the situation in front of her. Her crew was all ready at their stations and the air was thick with anticipation as they waited for their attackers next move. Her eyes quickly darted across every inch of the upper deck as she created a mental map of it and its surroundings. Seconds passed like minutes for her as she let different battle strategies play out in her head, assessing the effectiveness of each.

Her calculations came to a halt when she saw something approaching from larboard. Turning to face it, she saw a flaming log arching dangerously close to the Elusive. She galloped to the railing as the projectile soared through the air, scattering a few embers that quickly died in the wind before falling to the ground below.

Approaching the airship’s side, she looked down and gasped when she saw no less than three heavily armored chariots, modified to work as moving trebuchets and all wearing the sigil of the task force sent out to hunt her and her kind. Whilst some ponies constantly adjusted and reloaded the trebuchets, more armored chariots were currently closing in on their position whilst others were being deployed.

“Snuffers!” she said through gritted teeth, scrunching her muzzle. Seeing the slow, methodical way the Task Force acted and how the soldiers struggled with loading each trebuchet, she concluded that, if she played her cards right, she could probably buy some time. “Berry Punch! We need those blankflanks ready right now! We can’t afford to lose any more time!”

Berry Punch saluted her and galloped towards the cannons as Rarity kept her eyes focused on the ground. Her heart skipped a beat when she saw the ponies who galloped inside the wooden chariots, leaving fully armed and armored.

The cannon fired, rocking the ship. The explosion was intense enough to make everypony’s ears fold to the sides of their heads. A heavy iron ball soared through the sky, quickly covering distance between the airship and the chariots. It hit one armored vehicle, scattering wood and sending shrapnel flying as it passed through the chariot effortlessly.

Rarity barely had time to see the chariot’s destruction before more logs flew past the airship. Her eyes widened as she saw their increasing accuracy, moving closer and closer to her beloved Elusive. Adrenaline coursed through her system as she galloped across the deck, shouting more orders at her crew.

“Flitter, secure the larboard wing! We’re getting ready for a swift turn. Bon Bon, Lyra, prepare the presents! You know where the acid flasks are!”

Bon Bon’s lips curled into a sinister smile that would have unnerved even the headsmare of the Task Force herself had she seen it. She galloped below deck whilst Lyra grumbled something about being a better shantymare than a fighter before hurrying after her mate.

Amongst the crowd on deck Rarity noticed a young orange pony, barely more than a filly, with her dagger gripped in her mouth. She shook her head, thrusting and slashing invisible opponents. The filly began to gallop starboard and nearly made it to the railing before Rarity extended her hoof to stop her.

“Stop right there, darling.” Rarity said sternly. “What are you doing on deck? I told you that whenever we are being ambushed you are to hide out in the bow. Do you understand, Scootaloo?”

“But captain, I never get to fight,” Scootaloo protested, stomping one hoof on the floor. “And I’ve been practicing too! Won’t you give me a chance?”

Rarity, noticing her anxiety, smiled maternally at the filly. “You’re still young, darling. When you grow up and become a fierce pirate captain yourself you can fight as much as you want. But for now, lay low and keep yourself safe, okay?”

The filly frowned and started grumbling as she walked towards the armory, stomping on the floorboards. Just as she closed the door, the ship shook as another flaming log hit the Elusive’s hull. The crewponies outside cursed loudly, and she could hear some of them struggling to get up.

Another explosion rang out, this time from the ship itself as the first of Berry’s blankflanks darted through the air. The panicked reaction of the soldiers could be heard from all the way up on the main deck,but that was only the start of their retaliation. Berry Punch kept feeding the cannons non stop, letting each fire off with a deafening bang.

Rarity watched her crew as they ran to and fro, helping those who had fallen or dropping presents to the ponies below and she failed to fight back a proud smile. Seeing her crew work like this made her heart flutter with the thrill of the action. Adrenaline pumped through her veins, forcing her to take a deep breath and acess their situation. The Task Force is currently trying to trap the Elusive to the ground with their grappling hooks. Word probably already got out to the Queen and reinforcements are coming with each passing second.

Every point on her mental list stung her and she bit her lip just to cushion the impact. Oh Rarity! Why’d you have to go and raid Canterlot’s biggest forgery?! We had enough supplies already!

Even though it had led up to this dire moment, Rarity couldn’t help but still be proud of her plan and, in the midst of this chaos, she gave out a little private smirk just thinking about it. The whole thing—from the crafty, meticulous planning to the raid itself—had been a work of art; not using it would almost be criminal. She knew that feeling from back when she was a tailor; once she had finished a nice dress, she couldn’t help but flaunt it.

A shout from a crewmember put an end to the lull between attacks. The Task Force riders had been undeterred by the presents and when they appeared over the railing Rarity could see why. The two riders were wearing some kind of segmented armor and stared out towards her behind respirator masks that completely covered their face. Oh horseapples! They‘re learning!

The first rider jumped up onto the railing with trained agility but was greeted by Bon Bon who was—as always—both swift and ruthless. Taking advantage of the fraction of a second where his balance was off, the mare grabbed his foreleg between her front hooves and threw him over the railing. What followed was a horrified scream that ended abruptly.

Lyra didn’t quite have the same combat reflexes and nearly got jumped by the masked rider. She tried her best to block the blows from his rapier with her trusty dagger but two short stabs penetrated her defenses. One missed her torso by a fraction of a millimeter and the second nicked her front leg, drawing out crimson droplets from the wound and making her drop her dagger. The masked stallion took advantage of the situation and readied his weapon.

He was about to finish her off with one neat chop when something grabbed a hold of his head. Bon Bon had snuck up behind him and with one swift motion she sharply twisted his neck, breaking his cervical vertebrae. The rider slumped down onto the floor with a pathetic ‘thump’. Bon Bon brushed herself off and took one surveying look groundboard. A hairline fracture appeared in her ferocious attitude and she began yelling to her captain:

“Capt’n! We’re still being saddled! There’s at least ten more riders trying to creep up.”

The shout was loud enough to thrust Rarity into action. Galloping starboard, she saw quite a few ponies clambering up the cables anchoring the Elusive to the ground. The cables dangled dangerously from supporting the weight of several ponies. As they climbed, Rarity heard the noise of their crane spurring into life. The Elusive shook for a moment before Rarity noticed its descent towards the ground. Her eyes narrowed when she examined the hooks sinking deeper into her beloved Elusive as the crane’s metallic roars added to the cacophony.

The crew was frantically yelling as each of the ponies galloped to their battle stations. But Rarity was instead overcome by an alert sort of serenity, sharp as a knife. It soon shattered, however, when she saw a grappling hook digging through the ship’s pristine paint job and into the wood underneath. The nerve of those unicorn bastards! I just renovated that part of the ship!

“Cheerilee!” she shouted over the noise of angry roars and mechanical hums. Through the sea of mares and stallions running to their stations, a plum mare’s ears perked up before she stopped in her tracks. She placed the bucket of steaming tar she was carrying on the floor and quickly galloped towards her captain as the rest of the crew dropped presents down to the enemy below, hoping to hit those who hadn’t yet found proper cover. “Teach them why it’s impolite to force your way in.”

A wicked smile erupted on the mare’s face as she ran below the Elusive’s deck, reemerging a few moments later grasping a sharp axe with her teeth. Rarity contently watched as she swung her head, cutting the ropes free. This time she didn’t wince at the deep cuts the axe had carved into the wood. The damage to the ship didn’t feel as devastating when it was done by a crew member under her explicit orders.

She watched as the many ponies from the Task Force fell helplessly to the ground below. The distance was now short enough for her to hear the dry sounds of their bones breaking upon contact. With each loose rope the Elusive gained back a bit more altitude although it was still firmly tethered to the ground. Her ears perked up as she heard the furious yells of obscenities by the Task Force members as their comrades fell to their deaths.

“Rogues!”

“Vultures!”

“Dirt-munchers!”

Rarity couldn’t help but smile as the Task Force ponies hollered their vulgar taunts at her. Their shouts ceased only for a brief moment, however. This time, they weren’t the frantic, rageful shouts angered by their comrades’ deaths. These were more synchronized, always preceded by a command from their superior. Rarity’s eyes widened and her newfound confidence shattered as realization struck. She turned around and opened her mouth to warn her crew, only to be cut by a shout from somepony on the deck:

“Celestia’s shadow on larboard!”

Instantly, everypony on the deck galloped for cover. Rarity barely had time to hide herself behind the mast before a thick mass of bolts arched through the sky towards the Elusive. The wooden bolts covered ground quickly and lodged themselves deep in its hull, prompting Rarity to scowl. She held her ire, though, as a bolt whisked dangerously near her head. Had she moved a few inches, the Elusive would be in dire need of a new captain and her crew of motivation.

This situation just can’t get any worse, she thought as the first volley of arrows disappeared from the sky. “Give them our broth!” she commanded and her crew got out from their hiding places and began to carry buckets of boiling tar to the airship’s edge. A black, boiling waterfall cascaded downwards, bathing everypony unlucky enough to be in its path in a searing ocean of pain. She was just about to order another assault groundboard when her eyes caught a glimpse of more armored chariots quickly advancing from the bowels of Canterlot.

Rarity did a swift turn and galloped towards the coppery tube, gripping it hard with both forehooves. “Pinkie Pie, the Elusive better be flapping her wings in an instant or I’ll make sure you’ll never throw another party again!” Her shouts were louder than needed; the panic was already getting to her. Some members of the crew noticed their captain’s distress and promptly tried to find the source of it. Those who turned gaze upon the horizon breathed loud gasps as the Queen’s Task Force chariots advanced undaunted towards the ship.

After a few moments of silence, Rarity heard her engineer’s voice surfacing from the device, sounding strangely eerie for somepony with such usually bubbly attitude.

“Okie... dokie... lokie...”

The sun, shining brightly across the land,
warming the sky with her bright golden rays.
Shining on the ocean and the beaches sand.
Shining on the flags that we will unfurl.
She glistens in the clouds just like a pearl.
But all is not well under Celestia’s sun;
What is the queendom coming to these days?
Rogues, despicable, evil, ruthless scum
are staining the peaceful evening sky,
and begging my throat for a battle cry!
Echoing my—

“General, thank Celestia you arrived!” A midnight-blue pony galloped towards the headsmare of the Task Force and saluted. She rolled her eyes for a quick instant, inaudibly reprimanding him for ruining her impromptu mental sonnet.

“At ease, commander.” She saluted back, maintaining her eyes focused on the airship as it struggled to gain altitude. “What is the situation?”

“We have some casualties and a few wounded, but the troop is working diligently to stop those bandits from escaping!” He puffed his chest out and smiled confidently, mind swelling with pride for a job well done.

“I see everything is in order,” she told him as a large number of ponies galloped towards the armored chariots and exited them with their crossbows at hoof. “Have our wounded received proper care?” The stallion visibly cringed at her simple question. His eyes frantically moved from side to side as he tried to come up with something positive to relay to his general.

“W-well... I... we have—”

“Commander!” Her authoritative voice took an angry tone as she scolded him. “These aren’t things! These aren’t pirates! These are our fellow countryponies dying out here! They are fighting for Celestia, like you and me! You will see it that they receive proper medical attention this instant!” He simply saluted her and quickly galloped off to shout orders at his subordinates, leaving the headsmare to ponder on the situation.

She watched the scene as the archers positioned themselves and fired their crossbows with mechanical precision. The volley of bolts flew towards the ship in one large cluster that seemed to blot out the sun. A sinister smile crept across her face as the many bolts lodged themselves on the hull, many more finding the deck. This ought to put the fear of Celestia into them, she thought. Surely it will be enough to sca—

Her smile washed off her face when she saw how the pirate ship’s crew, undeterred by her scare tactics, emptied bucketfuls of tar from its sides. Those fools! They should be cowering in fear! she thought as the many pained yelps from her troops assaulted her ears. The sight of her fellow countryponies dying or deep in pain flashed before her, making her furrow her brows and snarl.

As bodies fell to the ground, some lifeless whilst others were convulsing in intense pain, she looked up and glared at the airship’s sky-blue undercarriage. I’ll deal with them myself; I’ll show them fear!

She strode confidently through her troops, smiling softly when one or two ponies recognized her and stopped to give her a proper salutation. She quickly dismissed them and carried on towards one of the many armored chariots. With swift, precise movements, she removed her custom saddlebags and donned a light armor that didn’t hinder her movements before replacing the bags over her haunches and methodically fastening them. Galloping to one of her top-ranked officers the mare took the grappling hook from his saddlebag and rushed towards the massive airship.

“General, wait! You can’t—” His words reached deaf ear though as the headsmare pointed her grappling hook towards the airship and fired. The hook soared through the sky and lodged itself not on the Elusive’s deck, but on its backside, next to a window. “General!” he tried once more but she was already climbing towards the airship, ignoring his pleas. “Soldier!” he shouted to a pony next to him, who yelped and shakingly saluted his commanding officer. “I want that rope tightly secured to the ground, we must not risk losing our General’s life!”

“Y-yes s-sir!” the shaking stallion replied and turned around to retreive the end of the rope.

“Crazy mare...” he cursed under his breath as she opened the window and climbed inside the ship. “Cease fire from the trebuchets!” he shouted to the ponies manning the armored chariots. “We cannot blow up the rogues with the general up there!”

It must’ve looked like a wild gamble to the officers on the ground and, to some degree, it really was. For all she knew she could’ve jumped right into a group of bloodthirsty pirates ready to ambush her. But the odds had been squarely in her favour; most pirates were on deck by this point and those who weren't would most likely be hiding out on in the fo’c’sle, away from the action. She breathed a sigh of relief however, when she looked around the room she found herself in and saw nopony inside.

Judging by the looks of the room these were probably the captain’s quarters. A multitude of fine portraits hung from the walls, all ornamented with beautiful frames. Some even encrusted with expertly chipped, rare jewels, no doubt stolen from one of the many raids onto some of the houses and mansions from the richest ponies in Equestria.

Every inch of the room was covered in expensive, well polished furniture and decorums. The centerpiece was a large ornate desk with a design that seemed familiar to her. It had an unmistakably West Equestrian flair to it, with design elements based around a maple leaf. Her mind drifted for a second back to the raid on the western keep, one of the more legendary failures of the Equestrian army and, incidentally, the reason the Task Force was formed. Once we defeat the Sky Matron I will return this to its rightful place.

Many parchments and scrolls covered the captain’s desk along with some books that she had not had a chance to read for herself yet, but judging by the captain’s use of logic in situations prior they were probably not just silly fantasy novels. It was clear to her that the Sky Matron was a well read, cultured pony with a fine taste for art; she wasn’t just one amateur, inexperienced pirate. This was also something she had already known, having faced said mare before in the past.

Next to the desk stood a bookcase with a brass bar across the front to keep the books from falling out. Her eyes couldn’t help but be drawn to their spines. Fire Dragon Manual, The Chart of War, Thirty-Seven Stratagems, The Book of Five Horseshoes, Rides and Prejudices... Most of these she had in her own book case.

She removed the brass rod and assessed its weight; she had her trusty flintlock and her knife of course, but her military training had taught her several ways to disarm a pony with what amounted to a thick heavy stick like the coppery one she was now holding, most of them more silent than a flintlock and more reliable than a knife.

The headsmare walked around, looking everything in slight awe. Walking towards a pair of doors, she placed one ear on it and waited a few moments. Hearing nothing, she slowly inched it open and was met with the captain’s closet.

Dresses, was the first thing that crossed her mind. Hung neatly in coathangers or set on display on a mannequin, the shapely gowns seemed like something one wouldn't find on sale on even the most famous dress shop in all of Equestria. These are more than simple dresses, she concluded, noticing the intricate patterns woven through each silky, smooth part of the fabric.

These are custom designs. So the rumors are indeed true... Why did such an extravagant, refined tailor decide to defy the Queen and resort to piracy and petty theft? The question nagged her mind for a little while before she shook her head. Focus, I’m here on a mission, she scolded herself and closed the double doors.

Well, this just leaves me this one. She walked to the other set of double doors in the room and stopped just before opening it. In her pause she took the time to meticulously check her all equipment. Her grip on the brass rod tightened and she took a deep, silent breath to calm her already racing heart. Alright, focus. It’s now or never!

“Cheerilee is doing all she can to rid us from our saddle but more and more riders are creeping up with every passing second!” Bon Bon blurted out the words quickly.

Rarity frowned for an instant and poked her chin with her forehoof.“ Gather any idle pony you can find and help Cheerilee cut those ropes. Spread word for the crew to arm themselves, this is about to get very messy. Oh! Do be a darling and call Roseluck for me, would you please?” she asked in a calm, poised tone.

Bon Bon nodded and jogged off in search for Roseluck. Rarity spared no time and grabbed the tube, cleaning her throat before speaking. “Pinkie Pie, what did you say your newest device did again?”

“Oh! The duster?” she chirped. Rarity thought that paying a little more attention to her would be the best way to make her engineer forget about her outburst earlier. “It gathers steam and compresses it. When the need comes we can release the steam and give the Elusive an extra boost. That’s why I call it the duster, it leaves ponies in the dust behind it.”

“Uh-huh,” she said, already sounding bored. “Sounds good, use that thing then.”

“Aye aye, captain! I just need some time to anchor it to the Elusive or else it will turn into a rocket. Hey, you know what? Rocket is such a funny word. I mean—it rocks! But not like a rock, more like an earthquake. It goes VROOM and WHOOSH and BOOM and KA-POWIE! I guess I should call it a rocker and not a rocket but that would be silly! What kind of a—” Rarity rolled her eyes and hung the device, still hearing the quacks coming from her engineer.

She suddenly felt something cold running up her spine. A faint feeling of unease different from the normal surge of emotions she often experienced during a battle. It was very much like the feeling you get when you feel somepony walking past behind you without actually seeing them. It’s possible that somepony has gotten aboard without me noticing it. I should be vigilant, she thought.

Fortunately, Roseluck quickly approached her, eager to be guided through the battle by her trusted captain. Rarity eyed the pale mare with a slight tinge of envy; Roseluck had an elegance to her that could mirror her own.

“Captain?”

“Roseluck! I need you to watch my back. I don’t know why, but I have this awful nagging feeling in my brain that just won’t leave me alone. If you see some cowardly ruffian trying to attack me from behind I want you to give them a taste of your thorn.”

“Aye aye, captain!” she said and readied her trademark obsidian dagger. The short thick blade and its unique shape had earned it the nickname, something that—according to Rarity herself—gave the mare an extra charm.

Roseluck walked a few hoofsteps behind Rarity, turning around every now and then at a sudden sound she judged out of place. It was tough to discern between sounds with so much commotion happening on the Elusive, but she managed to hear something that sounded like a marble rolling across the deck. Without really thinking, she turned around to check it. Instantly, she felt a cold rod being locked around her throat, barely leaving her time to let out a choked grunt before she was forced down on the smooth wooden deck.

The noise alerted Rarity but before she could react properly, a loud explosion rang in her ears and she felt something whisking by her mane, grazing it.

“The hay?!” she swore. Even though she barely had time to see the projectile she could still tell that this wasn't a crossbow bolt, it was much too small and quick. Smoke was still coming out of the headsmare’s gun as Rarity turned around to face her.

“Twilight Sparkle!” she exclaimed, spitting the name with a bit of disgust. “I figured, a real gentlemare would’ve had the guts to face me head on.”

“And that’s coming from a bottom-feeding, dirt-sucking, unwashed pirate,” Twilight remarked with a smirk.

“I am not unwashed!” Rarity leapt into the air in a graceful flying kick aimed straight towards Twilight’s jawbone.

Twilight reacted quickly and jumped away from the kick’s trajectory, landing next to where Rarity was last standing. By that time, the crew was already aware of the intruder. They paused and looked at their captain, expecting more orders, but she just waved a hoof, dismissing them.

“At ease, boys.” She slowly turned around, slid the circular hilt of her diamond encrusted sword around her front leg and locked it into place with a slight tilt of her hoof. Then she drew the weapon, pointing it towards the headsmare. “This filthy unicorn wants a clean battle, so a clean one she’ll get.”

Twilight warily looked to her sides, always keeping the alabaster mare in her line of sight. Many ponies gave her enraged looks, but continued on with their duties, chopping off more ropes from the grappling hooks and dropping buckets of tar and flasks of acid onto the ponies below. When she realized that this fight would indeed be just between them both, Twilight got on her four hooves and let out a sharp guffaw.

“Still using those slangs, I see. No matter, what you just did was pretty stupid. You know that, right?” Twilight said mockingly. “I wouldn’t have stood a chance against your whole crew. But against you alone?”

“Call it stupidity, if you will. I, on the other hoof, call it decency. En guarde, unicorn!” Rarity charged towards her and swung her sword, aiming for her neck. Twilight was quick to roll away from the attack, nearly tripping over the unconscious body of Roseluck.

One of her forehooves touched the brass bar and she quickly took it in her grasp. Hearing hoofsteps nearing her, Twilight instinctively turned around and placed the rod between her and her assailant. The two weapons clashed together, eliciting a dry metallic sound that was accompanied by sparks. Twilight grunted from the shock of such strong blow, but quickly recovered and pushed back with the brass bar.

Rarity made a riposte, using the fraction of a second where her opponent’s force was focused downwards onto her blade. The sudden change in direction was enough to push the brass rod out of Twilight’s hooves. After landing on the deck with a loud ‘clunk’, it rolled over the airship’s side. After the shock of the blow cleared, she cringed at the prospect of fighting barehoofed against an armed opponent; no ammount of fighting skills could make up for that disadvantage.

While most of the Sky Matron’s crew was entranced with the fight, Cheerilee glanced towards the railing and saw a masked head glancing back at her behind a smoked visor. Without a breath of hesitation, she grabbed the axe and trotted up to where the iron hooks were lodged in the Elusive’s side.

“Sorry bub, I used to be a schoolteacher and I got eyes in the back of my neck,” Cheerilee quipped as she hacked off his rope. His howl reverberated through the air as he plummeted to the ground.

The mare smiled briefly, before she noticed that many masked ponies like that one were boarding the airship from both its sides. She yelled out to her fellow crewponies and they rushed to confront the oncoming horde of invaders in a chorus of roars.

After another assault, Twilight got back down on all fours. In this position she had more speed and mobility, which she utilized well. Rarity launched into graceful ballestra, followed closely by a formidable flèche, thrusting her body forward, but Twilight dodged her attack and positioned herself to retaliate. The captain fell forwards and had to catch herself with one of her forelegs. Taking advantage of this, Twilight, already halfway down on the floor from exhaustion, extended a hoof and tripped her over.

Rarity did a quick somersault and soon she was back on her hooves right by Twilight’s flank. The Matron lunged forward, giving Twilight barely enough time to compose herself. Summoning all her strength, she got ready to jump out of the way, but Rarity noticed her swift movement and countered by delivering a kick to her chest, knocking the air out of her. Her body flew briefly before crashing onto the hard floorboards of the Elusive.

She took a deep breath, the air coursing through her aching lungs making her aware of just how much her dry throat and muscles burned with the exertion. Coughing a few times, she remembered the situation she was in and looked up to find Rarity bringing her sword down onto her.

Without time to think, Twilight instinctively raised both forehooves and clasped Rarity’s sword in mid-swing. Her iron horseshoes were able to make the blade stop inches away from cracking her skull. With the blade secured between her iron clasp, Twilight pulled it towards herself as she rolled backwards, throwing the sword away from them both. The captain barely had time to gasp in shock as Twilight bucked with her hind legs, propelling herself forward and hitting Rarity in the chest with her forehooves.

As she went down with a grunt, the headsmare quickly readied herself, landing a few hooves away from Rarity. As soon as she recovered her breath she saw Twilight towering over her, casting a deadly shadow. She shook her gun , causing a bullet to travel across the ring that augumented the weapon to her hooves and llock itself in place on top while she pulled the hammer back with her mouth. She looked up and pointed the gun towards the incapacitated pirate captain.

“You’re finished, Sky Matron,” she spat the name out and quickly added a guffaw to the insult, “your days of violence against the Queen and her subjects are over. I’ll offer you the same decency that you have offered me. Surrender yourself and your crew to Celestia’s judgement or face mine right here.”

“I will never surrender my or my crew’s freedom to that tyrant!” Rarity spat a mixture of saliva and her own blood by Twilight’s hooves, signalling her defiance. Twilight merely raised one eyebrow and looked pitifully at the insolent mare before her.

“So be it,” she said nonchalantly and pointed her flintlock towards the captain, aiming right between her eyes. Rarity’s cerulean, rebellious eyes locked with Twilight’s purples. The gun barrel joined in with the general’s gaze, like a hollow, metallic third eye that seemed to pierce Rarity’s very soul. She averted her eyes, unable to stare at it any longer and looked helplessly towards her fellow crewponies.

Some were watching the scene, paralyzed with utter disbelief whilst others still fought against the many Task Force’s goons boarding the ship. She knew that if any of them dared to save her, the headsmare would surely carry out her execution earlier.

The world seemed to slow down as Rarity heard the flintlock’s hammer being cocked back. In just a few more moments, everything she had fought for would be for naught. Her only silent plea was so that her crewponies continued the Elusive’s legacy in her absence. So many lives relied on her to guide them towards freedom. So many disappointments would surely arise after this day. But as much as she wanted to, she couldn’t believe that her trusty ponies would easily forget about her. They too were part of Equestria’s last hope.

As Rarity’s senses grew sharper with the adrenaline coursing through her system, she was able to notice the tiniest details making itself fully visible and noticeable for her. She noticed Twilight’s muscles contort into a slight frown. It was then that the Sky Matron was able to see through the headsmare’s guise; Twilight didn’t want this. She didn’t want more equine blood on her hooves. She didn’t want to, but she had to kill her. Rarity was known to be one of the biggest threats to Celestia's rule, so it was obvious that killing her was the probable course of action. Twilight’s sense of honor would demand no less.

Suddenly, her ivory ears perked up when she heard the faint sound of a rope creaking. Her eyes moved to look at the source of the noise, meeting only an azure blur quickly travelling downward.

“Eat iron, unicorn scum!” Twilight instantly turned around and saw the mare speeding towards her, swinging from a rope. She instantly brought her forehoof up, trying to get a clear shot on the pony.

The flintlock’s hammer hit the frizzen at the same time Rainbow Dash’s iron horseshoes connected with her right collarbone, shattering it. Twilight’s grunt was muffled by the explosion that rang from her flintlock. The bullet whisked past Rainbow’s multicolored mane, taking a few strands from her forelock along with it in its trajectory.

She landed beside her captain, already striking an intimidating pose towards the headsmare as her flintlock flew from the Elusive’s side. Rarity couldn’t help but look up to her quartermaster and flash a sincere smile.

“Always in the last minute with you, eh?” she teased her. Rainbow’s only reply was to look back at her and give out a cocky smile, before turning and hardening her fixed gaze on Twilight Sparkle.

The headsmare looked incredulously towards both ponies before screaming in fury, grasping her right shoulder with a forehoof. The few ponies who weren’t struggling against the Task Force’s soldiers drew out their swords and frowned at Twilight, but kept their distance all the same.

She tried to get up, but the pain in her collarbone combined with her physical exertion promptly made her fall back to the wooden floor of the deck. A sense of urgency hit Rarity like a rock and she grabbed one of Rainbow’s legs. “Rainbow Dash, we’re still being saddled! We need to tell Pinkie Pie to—”

Rainbow shushed her with a forehoof. “Already on it!” She galloped to the speaking tube and proceeded to shout in its conical aperture. “Pinkie Pie! Fire up that...that...that thing you showed me before! NOW!”

“Dashie, is that you? What happened to Rarity?! Is every—”

“Not now, Pinkie Pie!” Rainbow hung the speaking tube, trusting Pinkie Pie to be diligent and comply with her order without the need to be told twice.

Rarity couldn’t help but smirk, one could easily get fooled into thinking that somepony as brash as Rainbow would never have left in the middle of a battle just to check to see if their engineer was okay, but Rarity knew better. As rude as she may be sometimes, she’d sooner sprout wings and fly around without assistance than willingly abandon one of her friends, Rarity thought.

Rainbow turned to the ponies glaring at Twilight Sparkle before shouting more orders:

“Listen up! We’ve got less ropes on starboard than larboard! You three, grab some axes and start cutting ropes only on larboard. Do you understand me?” She didn’t pause to hear their reply, instead turning her head and looking at the rest of the ponies awaiting her command. “The rest of you, focus on the unicorns coming starboard, but do not cut the ropes down. Get to it!”

Rarity was reminded once more why she had chosen Rainbow to be her quartermaster. Although a bit impulsive and obnoxious, her instinctive actions never proved themselves to be the wrong call. Her dedication and loyalty never ceased to both amaze and inspire her. In times like this, it even made her feel a little bit useless, knowing that Rainbow had such a capacity for leadership. She looked around for somepony to order around.

“Lyra,” Rarity muttered, “help Roseluck. I fear that she has been badly injured.” The teal mare nodded once and galloped towards her injured friend. Just when Lyra had reached her, gravity seemed to shift as the Elusive slightly banked to one side, being free from some of the ropes, but still attached to the ground.

“Rainbow Dash, what are you doing?!” Rarity exclaimed. “The Elusive won’t hold it, you’ll break its hull!”

The cyan mare merely smirked in reply. “Avast!” she shouted towards all the crew. Even those still fighting the Task Force’s ponies struggled to pay attention to her commands. “On my mark, cut all the ropes from starboard, savvy?”

Rainbow Dash whisked beads of sweat from her brow and waited for the right time to give out her order. She hoped to Luna that she’d be able to tell when the right moment would come.

A cough from the steam pipes interrupted her concentration, and for a moment she thought their engines had failed and the ship was about to crash. But seeing no steam flowing from the exhaust pipes, she soon realized that it was just Pinkie’s contraption working. Her suspicions were confirmed when the ship began to shake violently.

“Now!” The instant her shout was heard, all the ponies positioned starboard swung their axes and swords, cutting the ropes loose. Finally being free from the Task Force’s grasp, the Elusive slowly gained altitude at first, but as Pinkie’s invention was deployed, the airship began to speed up faster than they had ever seen it go.

The compressed steam was released not through the normal exhausters, but from an opening right below the airship, coating the Task Force ponies in it. Even if they could see through the thick cloud that now formed all around them, their grappling hooks would do them no good as the airship quickly flew out of reach, disappearing in the sky.

The few ponies from the Task Force unfortunate enough to be left on board were promptly dealt with. Their spoils were soon taken by the crew, increasing the numbers of both armor, spare metal and weapons in their armory. Once she was sure her airship and her crew were safe, Rarity suddenly remembered that the headsmare was still on board, staining the peace with her presence. As she turned around, she saw the sneaky general attempting to stealth her way towards the arch that lead below the Elusive’s deck.

The captain made a silent signal with her hoof and promptly galloped towards her with her entire crew following close behind, catching Twilight right before she could try to force the door open. Rarity stomped hard on the wooden floor to get her attention, who frowned upon seeing the Sky Matron and her crew slowly advancing.

“Surrender, unicorn. You have nowhere to run. I’m afraid you can’t duck below your Queen’s atrophied wing this time!” With the exception of the ones working under the deck, every mare and stallion from the crew glared at Twilight Sparkle, threatening her with pointed daggers and sharp swords.

A confident smirk emerged on the headsmare’s face, and before Rarity had a chance to predict her motions, the mare jumped up, pushed towards the side of the door to propel herself forward, and landed with a quick somersault right behind the crowd. She bucked forwards, forcing ponies into each other and, in the confusion that ensued, she beelined for the railing.

“She’s over there!” Rarity screeched. “Get her!” Once her crew had gathered themselves, they roared a fierce battle cry in unison and galloped towards the general, trapping her between the railing and the wall of sharp knives and pointy weapons. Twilight looked towards the ground, many fathoms below and then back to the armed ponies. Rarity saw the look on her opponent’s face turn from vertigo to confidence and, in her eyes she could predict the headsmare’s next move. She gave a step forwards as if to stop her, but it was too late.

Twilight jerked her body backwards and was quickly pulled groundboard by gravity. The Sky Matron cantered to the Elusive’s side and watched as the mare pitifully fell towards her certain death. She noticed the headsmare hastily shifting through her saddlebags and once she figured out what the mare was doing, Rarity’s eyes widened in disbelief.

In an instant, a pair of canvas wings protruded from her saddlebags, halting her descent. The wings had the Task Force‘s coat of arms painted on top, taunting the Elusive and its crew with its presence alone as the purple pony glided to the safety of the ground below. So she prepared that in advance, just in case she’d fail... she truly is a formidable opponent. Rarity couldn’t help but let out an amused laugh as she found herself outmaneuvered by the general.

“Touchè.”

Chapter 2

Chapter 2. Red-Tinted Memories

“Our hats and saddle’s both been sold,
heave away, the captain cry!
Equestrian nights can be so cold,
sailing through a blood-red sky!”
~From Broken Wings by Lyra Heartstrings, based on Tattered Sails

The adrenaline rush that had powered Rarity though most of the fight was still making her body ache with each movement and her heart pound against her ribcage, putting her on edge enough to make her ready to stab anypony who even looked at her funny. She paced on the deck, frowning all the while, and began to mutter unintelligibly.

A yellow stallion, seeing her captain’s distress, slowly walked towards her. “Captain, is something wrong?” Rarity’s pacing instantly stopped when his words left his mouth. This slight pause in her concentration was enough to allow the emotional dams holding her internal turmoil, not to mention the little annoying voice with perfect hindsight, to break loose. Her overflowing frustrations and self-doubts were let out in a high-pitched lament.

“I shouldn’t have! I shouldn’t have ordered that raid! I shouldn’t have been flying this low! I should've kept better watch of the unicorns...”

She stopped when she noticed a couple of her crewsponies looking her way in concern. Taking a few deep breaths, she forced her self-doubt away and tried to maintain a more average demeanor. She knew that her crew mirrored her feelings; the same tired, wretched sensation that had a hold of her, had also gripped the crew. And they relied on her for emotional strength and support.

Once her mind was clear and she was sure she had completely regained focus, Rarity turned to the mulberry pony standing a few hooves away from her.

”Cheerilee, damages?” She said in the most nonchalant voice she was able to muster.

“We’ve got a few wounded... fortunately, most of them aren’t in a grave state, like Lyra or Roseluck, but...” she trailed off, biting her lower lip. Without even looking at the mare’s physical expression, Rarity was able to assess what information struggled to leave her boatswain’s throat.

“... we had a few casualties.”

Rarity was silent for a moment, looking at the floorboards of the Elusive and frowning. A few moments passed before she continued: “How many?”

“Three,” Cherilee replied bitterly. “Crimson Brass, Hairy Tipper and Tam-a-Line.”

The captain slowly nodded and shifted her eyes to look at her crew. Many of them looked back at her with sad eyes that conveyed that they, too, cared for each member of the crew like they were a part of their own family.

Tears welled in Rarity’s eyes as the silent exchange of information took place, but she sucked in a breath and held it, unwilling to let too much of her own sentimentality influence the crew further. She mentally cursed Celestia’s name, wishing to be the one to tear out her remaining wing in homage of her fallen friends.

“Thank you, Cheerilee.” she simply said. Cheerilee’s head drooped as she walked towards the crowd of ponies forming next to the Sky Matron. Seeing that many ponies were looking at her with eyes that begged for some sense of resolution, she felt an obligation to make a short eulogy or something to help her crew cope. Trotting towards the still-forming crowd, she once more drew a breath and began to speak.

“You’ve all fought bravely, and I can honestly say that there isn’t a single pony among you that has not made me proud. But this life in the air comes with its own risks, as all of you know. The sky is a harsh mistress; although she offers us freedom, away from the tyrants that try to control our lives, she also demands a lot from us.” As she spoke, she allowed her tongue to roll freely, unwilling to sugar-coat the truth from her crew.

A few ponies looked at her, gloomy expressions still plastered across their faces. Although they weren’t strangers to death, it still hurt to see a fellow crewpony lose their life. As Rarity paused to gather her thoughts, she heard some ponies muttering silent, forlorn agreements, whilst others just listened intently.

“Only a hoof-full of ponies in the world are brave enough to heed the call and go into battle, not knowing if they’ll survive. And I’m honored to say that I believe most of those ponies are standing by my side on this ship, fighting—and dying—alongside me.” While she spoke, she noticed through the corner of her vision that, in a somewhat far corner of the fo’c’sle, Bon Bon was tending to Lyra’s wound.

In spite of the distance between them, Rarity could see that the cream pony looked at her mate’s cut with a soft motherly expression. Lyra, unpracticed in the art of battle, cringed as Bon Bon poured alcohol in into the gash before carefully bandaging it. Rarity then continued.

“We lost three of our crew today. The unliberated citizens of Equestria will think of their deaths as just the passing of another vulture, one less threat to their asinine order. But we all know better. We will remember our fallen friends and honor them; because if we won’t, then nopony else will.”

Rainbow Dash was the first pony to break the silence, stepping out from the crowd. “Aye!” She said loudly, prompting others to soon follow her example, reminding the captain that they still believed that their trust in her was well-placed. She couldn’t help but smile lightly as, one after the other, they all assured her.

After Rarity finished her speech, she wandered through the crowd of pirates, looking for Roseluck. She remembered how the brave mare had been rudely attacked from behind, not even having a chance to defend herself. After her search on the upper deck turned out fruitless, Rarity decided to go below it. As soon as she went down the stairs, the incessant buzzing of the Elusive’s engines assaulted her ears, which flattened against her head.

That did nothing to stop the noise, as the metallic hum seemed to just force its way through Rarity’s skull. She stopped for a moment to let her eyes adjust; the lamps glowed faintly, barely managing to light the middle deck, which remained shrouded in darkness. Rarity walked through the many hammocks that hung from the walls and wooden columns supporting the upper deck. Some were occupied by ponies sleeping off the fear and anxiety of battle, prompting Rarity to move quickly but silently across the deck, looking around as well as she could while trying not to disturb those resting.

Her search proved fruitless as Roseluck was nowhere to be seen in the crew’s quarters as well. She poked her chin with a forehoof, imagining where and, most importantly, she could be hiding. The engineering deck? No... Pinkie wouldn’t be able to leave her alone for one measly second. If there is one place in the Elusive that she isn’t hiding in, it would be the engineering deck. Rarity began to retrace her steps until she was met with the staircase that brought her to the middle deck. She walked past it and turned around, finding the staircase that lead downwards.

As she slowly descended the steps, the machine’s hums grew louder. She was able to notice various subtle metallic noises that she couldn’t before, probably muffled by the floorboards separating the two decks. She quickened her pace, unwilling to get her coat stained by grime, oil, grease—or worse, one of Pinkie’s sticky confectionary inventions.

The engineering deck was darker than the middle deck, with no sunlight whatsoever to help light what the gas lamps couldn’t. How Pinkie Pie manages handle being this dreadful pitch-black darkness is beyond me she thought, wasting no time and descending the stairs to the gun deck.

The insufferable noise was actually worse below the engineering deck; the wood seemed to reverberate according to the machine's cacophony up above, magnifying the racket further than what she’d hoped. I’ll have to ask Pinkie Pie or Scootaloo to soundproof the floorboards when we have some spare time...

After wandering for quite some time, she found Roseluck hiding between two cannons, crying silently in spite of being unaware of the crew’s losses. Rarity slowly approached the mare, but was courtly enough to make her hoofsteps sound heavy, alerting Roseluck beforehand of her presence. Roseluck quickly turned her head to face away from Rarity and desperately tried to clear her bloodshot eyes from the tears streaming down her cheeks.

Worry washed through Rarity as she pitifully eyed the mare. “Are you okay, my dear?”. Apart from a few sobs, the distant hum of the engines was the only reply she got.

“Please tell me if you’re hurt; I know a nurse in Ponyville who owes me a favor, and she’s good with not asking questions,” she tried once again, this time getting a reaction. The pale mare looked at her with moist eyes. She opened her mouth slightly, but hesitated for a moment.

“I’m... okay...” she croaked out, and Rarity was instantly taken aback by the sudden guttural sound.

She now understood why the poor mare was so depressed. Roseluck had always looked up to Rarity as the image of fierce beauty, modeling herself after her captain as some sort of elegant warrior. Now Roseluck felt like some of that beauty had been tarnished as her rasp and swollen throat distorted her voice to something akin to an old mare’s dry cough.

In spite of the scars and bruises, Rarity still saw the same loyal, graceful pony as ever in front of her, and understood how harsh it must feel. Rarity herself had received more than her fair share of scars through the many years she had been steering the Elusive, although she was quite adept at hiding them.

When the time was right, she’d give Roseluck some of her make-up tips. Right now, though, Roseluck didn’t need the time to linger on that thought, and giving her tips on how to hide her bruises would only send the wrong message.

“Please come up on deck where the rest of the crew are. The others would like to see you safe. They won’t make fun of your voice, I promise. They’ll just be glad to see that you’re alright.” Rarity smiled softly at her, but she noticed Rose’s gaze intensely shifting from side to side.

Taking note of her hesitation, Rarity was quick to add, “And if they do make fun of your voice, I’ll send them down to the engineering deck and make them oil the machine while listening Pinkie Pie talk about her favorite confectioneries for a whole month.”

Roseluck couldn't help but smile back through her tears, giving a few brief chuckles in-between her now calming sobs. Rarity offered her one forehoof, which she took and got back on her forehooves. Both mares began to walk back to the stairs leading to the Elusive’s upper deck. The metallic hum of the engines grew a bit faint with each step, signaling that they were nearing their destination.

As they climbed the stairs though, the racket slowly grew weaker and weaker until it ceased almost completely by the time they reached the upper deck. Rarity furrowed her brows as the harsh sunlight assaulted her azure eyes which had grown unaccustomed to it in the last few minutes.

“Do you think you’ll be alright? I’m afraid I have duties to attend to.” She gave her the best reassuring smile she was able to muster, still using a forehoof to defend her eyes from the golden rays of the sun.

The pale mare nodded hesitantly after a moment, so Rarity galloped away to the bow, leaving Roseluck alone amongst the crew. After the initial shouts of “There you are,” and “Glad you’re alright,” they mostly let her be, seeing as she didn’t respond and simply sat down, clutching her throat sorrowfully. She didn’t notice Lyra limping up to her, eager to have somepony to talk to.

“Bonnie is driving me nuts!” she complained. Roseluck quickly turned her head but swallowed the yelp she was about to release, startled from being approached from behind so quietly. “Sure, the wound smarts, but there’s no need to be that overprotective; I’m not a little filly... ” she pouted, looking at the white bandage surrounding a portion of her forehoof. Rose didn’t reply and resisted every attempt at making eye contact.

“Are you okay?” Lyra pried worriedly. Hesitantly, Roseluck moved her hoof to expose the hideous bruise on her throat, clearly visible through her light fur.

“Can’t speak, huh?” Rose nodded, but did not look back at her crewmate as she did, choosing to face the floor instead.

Lyra rummaged through her saddlebag and produced her writing set; a rough notebook consisting of a stack of parchments sandwiched between two small pieces of wood left over from one of the Elusive’s many repairs, a quill and a small flask of ink.

“Here.” Lyra handed her notebook over to Roseluck, who eyed it for a moment before taking it within her hooves. “Until your throat feels better, use this whenever you need anything.”

Roseluck’s eyes became moist all over again at the generosity; good paper and ink weren’t easy to come by, and Lyra was always complaining about running short on the Elusive’s longer trips. Remembering this, she quickly shook her head and handed the notebook back to Lyra, who understood the gesture perfectly.

“You need it more than me right now,” she said, pushing the notebook back into Roseluck’s hooves. “And besides, I’m having a writer’s block right now. You see, there’s this poem I’ve been wanting to write for quite some time, but I just can’t...” Her eyes instantly widened as she realized that she had just given her whole notebook to Roseluck.

The creamy mare innocently opened the notebook and started skimming its contents. Before she could properly read anything, Lyra snatched it away from her before ripping out a few pages, giving it back to her when she was done.

“Uhm... you don’t need to see those,” she said sheepishly, blushing slightly. “They aren’t any good anyways...”

Rarity made her way through the crowd of busy ponies and approached the fo'c'sle. As she opened the door to the armory, Scootaloo sprung out with a dagger in her hoof, swinging wildly. Rarity leapt to her side, easily evading the filly, who continued her mock rampage undeterred.

“Take that, you unicorn bastard!” she shouted, swinging her dagger around as if she was completely surrounded. Rarity chuckled briefly and wondered who the poor imaginary enemy the filly was currently dueling with.

“Woah there, darling, watch where you wave that thing.” Rarity said, prompting the filly to quickly open her eyes and look at her regretfully. “The fight is over, y’know.”

“I’m sorry captain...”

“You need to be more calm and collected if you want to be an accomplished swordsmare,” she said, striking an elegant, yet fierce pose.

“But Rainbow Dash said—”

“Well, I suppose there are different schools of thought... “ she admitted, playfully rolling her eyes before remembering why she was looking out for the filly.

“But nevermind that now, darling. We’ve got a crisis on our hooves,“ Rarity added dramatically.

Scootaloo instantly looked fearfully to her captain before turning her gaze to both her sides, as if soldiers from the Task Force were about to pop out from between the floorboards any second. The captain gestured for the filly to follow before turning around and walking towards the larboard side. She stopped by the railing and turned to the orange filly, who still warily looked everything around her. “Do you see it?”

“What?” she demanded and quickly got on her hind legs, trying to look groundboard in search for potential threats.

“Just look at this.” Rarity gestured towards the Elusive’s railing. Scootaloo raised one eyebrow in confusion before it finally hit her. “It’s completely covered in bolts... Oh! And look over there, some of the planks are broken and protruding out! It’s most unbecoming!” The filly frowned intensely, switching her gaze from her captain and then toward the railing.

“Oh, come on!” The filly rolled her eyes in an overrepresentation of annoyance. “Those are just cosmetic injuries, we’ll be fine! The hull is strong and I see no deep damage done to it. Even the wings aren’t torn!" she protested, jumping in place and stomping her little forehooves on the floor. Rarity disregarded the little outburst and knocked on the wood, carefully analyzing the sound it produced.

“But can’t you feel it?” she cried, delicately feeling the airship’s railing. “The ship isn’t flying right, she is sort of wobbling and resisting against the air instead of majestically flowing through it as she is supposed to.” Scootaloo once again rolled her eyes and stuck her tongue out in mock disgust.

“What if we run into more of Celestia’s army on our way to Ponyville? We won’t be able to outmaneuver them!” Rarity’s eyes widened as she overly dramatized the situation.

Scootaloo let out a weary sigh when she acknowledged that there was no way to excuse herself from this one. “I’ll fix it the next time we tether the ship somewhere,” she said, already imagining how boring it would be to spend her evening replacing planks.

“But that could take days, can’t you do it now?” She pouted, fluttering her eyelashes to the filly, who looked completely unfazed.

Scootaloo opened her mouth to retort but thought against it and closed it. She rubbed a forehoof on her temple as she looked to the railing and the practically undamaged hull. “I guess I... can. But isn’t it better to wait?”

“But my ship is broken, it needs care!” Rarity’s voice went up a few octaves. She turned to the ship’s railing and began to nuzzle it, continuously caressing it tenderly with a forehoof. “My poor little baby... how could they ever dared to mar such a beautiful thing!” She planted a kiss on a particularly undamaged part of the railing. “Don’t worry, mommy’s gonna make everything alright again.”

She looked over to Scootaloo with a meaningful look that made the orange filly gulp. Once again she looked over the railing, trying to imagine herself dangling several fathoms above ground. Her eyes unfocused slightly as vertigo grabbed a hold of her. She swallowed the newly formed lump on her throat and gave her captain a pleading look.

“D- do I have t- to?” she stammered out, prompting Rarity to sigh, who has ever heard of a sky pirate with acrophobia? This was a brave—if occasionally foolhardy—filly, she had proven that much time after time; she just needed a way to block those mental barriers of hers, and Rarity knew exactly the thing. With a sly smile she leaned over to the young filly and said in a mocking tone, calculated to get on the filly’s nerves.

“What’s the matter, darling, are you chicken?” Rarity played with Scootaloo’s weak spot; her overgrown ego. Sure enough, this was enough to shake Scoots out of her hesitation and she instantly tensed up, putting a brave face.

“What did you just call me?” she asked slowly through grinded teeth, glaring at her captain.

“A chicken,” Rarity continued matter-of-factly, pleased that her little scheme seemed to be working. “Pwak pwak pwak.”

Steam was practically coming out of the ears of the young pony and—to Rarity’s shock—she jumped onto the railing, the vertigo from before lost in a sea of rage.

“I’ll show you! I’ll climb down the side... see who’s a chicken then!” Scootaloo muttered furiously. She made a few dangerous steps, trying to find a spot with enough grips to use for climbing. But before she could do something foolish, Rarity extended her hoof to stop her.

“Now, calm down, darling. Let’s get you a security line,” Rarity said and quickly snatched the filly from the railing.

This was enough to summon Rainbow Dash, who took pride in knowing what was going on in every part of the ship. She strolled casually and examined the scene as Rarity began to secure a rope around Scootaloo’s waist, passing it by her shoulders and crossing it on the filly’s chest.

“Hey, squirt. What’re you up to?” Rainbow asked, making the orange filly instantly perk up at the sound of her voice.

“Rainbow Dash!” the filly practically yelled, excited to see the mare she looked up to the most. “Today I’ll be fixing the ship all by myself! While it is still airborne!” She puffed her chest out, wanting to sound courageous. Rainbow smiled at her and caught a glimpse of Rarity jerking her head, pointing it to the orange filly.

Rainbow was quick to understand the message and lowered herself, nearing the filly’s height. “Then how about I hoist you down over there, squirt?”

Rainbow looked over to the captain, visibly annoyed that she’d risk her protegé like this, even though the risk of falling was small compared to the risk inherent in being on a pirate ship in the first place. Not wanting to disobey her captain, she opted to put herself in control of her little admirer’s safety instead.

“Afterwards, I can show you how to do some of my awesome acrobatic tricks, alright? And if you do a good job, I might even let you practice using my own sword.” Rainbow promised.

The filly’s eyes instantly widened and glistened with anticipation, exactly the way Dash had planned. “For real?! You would let me handle your sword? Rainbow Dash’s sword?!” Rainbow nodded, and the filly was quick to climb onto the railing once more. The cyan mare bit the rope and began to lower the filly, who did her best to fight the vertigo, unwilling to look anything but fearless in front of Dash.

Scootaloo waited patiently for Rainbow to tie a toolbox to a rope and to lower it down at her level. The filly moved across the side almost effortlessly as she began putting the planks into place, throwing the damaged ones on board for Pinkie Pie to burn in one of her boilers later. While Scootaloo worked, Rarity left the two alone, with Rainbow’s cheering being the last thing she heard once she closed the door to her private quarters.

Once she was alone, she allowed herself to breathe a weary smile. Hanging her hat in an expertly finished wooden coat hanger, Rarity noticed the soft, orange-tinted glow that bathed her entire cabin. As she turned around to the enormous windows, she saw the sun slowly descending towards the horizon, and only then did she realize how late it was getting.

The soft, pastel light transformed the entire world into a much more calming, restful place, and Rarity couldn’t help but stare in awe at the orange blanket that completely covered the ground below. The sky is always beautiful from above, Rarity marveled to herself.

The clouds stood like a frozen ocean as the Elusive gently nicked the cumulus, soaring above them undeterred. The sun’s glimmer was slowly taking a crimson hue, bathing the clouds and forming such a convincing sheet that once they passed over a gap in the cloud, it was almost startling to realize that they weren't just sailing across a strange cotton candy ocean, but rather flying several fathoms in the air, with the ground seemingly stretched out endlessly below them.

It was hard for her to fully grasp that she wasn’t just looking at a map, but rather the world itself. As much as she enjoyed the scenery, she couldn’t help but feel a strange sense of familiarity over this particular area. It took a while for her to place herself, but once she did, there was no denying it. Gneisserville!

Gray buildings, looking more like huts than houses dotted the ground below in a random pattern. In what appeared to be the center of the town stood a cluster of what looked like obelisks. A sense of nostalgia gripped her very being, for the last time she was around these parts she wasn’t flying, but fettered to the ground in more ways than one.

Without being able to help it, the visions of the past washed over her and Rarity soon found herself lost to her memories.

Rarity walked slowly over the dirt road that would lead her into the heart of Gneisserville. She quickened her pace once she heard a peal of thunder that rang throughout the landscape. Daring to look up, she saw the dark gray sky above the heavy clouds that spat out torrents of rain across the barren scenery.

She cursed the unpredictable weather to herself whenever she happened to step in a mud pool, cringing every time she looked down to her soiled, muddy hooves. Nevertheless, she had to keep her gaze focused on them since every time she tried looking away, she risked another dirty puddle.

To anypony who saw her steadfastly making her way through the rain and mud, she would look like just another gypsy pony wandering on the lonely roads of Equestria, with just one hoof in front of the other telling them where to go. Nopony would guess that she actually possessed a big chunk of Blueblood’s fortune and that her wagon’s modest closet was filled to the brim with extravagant custom made dresses that could be the toast of any gala.

Nevertheless, it wasn’t money that compelled Rarity to trek through the muddy ground, exerting herself like she never had before. The ache in her heart made all the bits in the world look like dry autumn leaves—utterly worthless. She had learned firsthand that money could not buy her happiness. Then again, nopony seemed happy these days, not with the way she ruled Equestria. And perhaps especially around these parts.

The houses surrounding her seemed more like tribal huts than anything else. Their gray, dilapidated structures were bent in odd shapes, having resisted the harsh weather for too long without any maintenance of any kind. To Rarity, it was a surprise that many of them still standing. If one building already made Rarity cringe from its sight, the whole town made her seriously question why she was there in the first place; however, she couldn’t stop and question herself now that she was so close.

Inside her wagon stood, amongst several other things, many letters from different inventors. All of them had rejected her idea—all of them but one. She remembered how disheartened she had felt, having to open each one and find out that her idea had been declined over and over again. She had grown accustomed to it in time, but it still hurt to know that her dream seemed less and less real with each piece of parchment she had to read. It all changed one day, when she received a simple scroll with nothing but one word written on it.

“Sure!”

She remembered how giddy she had felt when it finally hit her that somepony out there had finally accepted her proposal. Her hoofsteps had echoed through the mansion she lived in as she had darted to the trashbin, retrieving the envelope and writing down its sender’s address. The one pony who did not outright laugh in her face.

When she arrived her destination, Rarity’s left eyebrow rose in confusion. She took the piece of paper with the address that was quickly written and did a double take. Yes, there is no denying it. This is the place. But it looks so...

The building she was in front of had nothing in common with the rest of the city; it had every color of the visible spectrum except for gray. Most of its front yard was taken up by what looked like amusement park rides. No matter how many ounces of her imagination Rarity used, she could not see it as a workshop at all.

She walked towards the front gate, struggling to drag the wagon behind her. She paused to look around for a doorknocker, but found only a button insted. Warily, she pressed the button and immediately yelped when a loud melody chimed out from somewhere inside the odd building. She had barely gotten over her initial confusion when a pony suddenly appeared by her side, seemingly out of nowhere.

“Hi!” she chirped in an unusually bubbly voice that contrasted with everything Rarity had seen in Gneisserville so far. Her coat, although sharing the town’s darker shade, was of a pink that clearly made her stand out amidst the population, buildings and landscape.

As she whipped her greasy pink hair away from her eyes, Rarity—with her usual keen eye for detail—noticed a dark spot that looked somewhat out of place among her otherwise sunny face. After the initial shock of being surprised, Rarity slowly turned towards her and smiled politely back.

“I’m sorry...” she said as gently as she could. “I must’ve had the wrong address. You see, I was supposed to go to the ‘Anything but Granite’ workshop.”

The pony’s smile got even wider at this mention. “Why, you’re right in front of it!” She placed one of her forehooves around Rarity’s shoulder and gestured towards the brightly colored workshop in front of her with the other.

“It... looks like a carnival...” Rarity deadpanned. Ther pony instantly gasped at this and, for one brief second, Rarity thought that she might have insulted her.

“Why, thank you!” The pink pony’s reply was nothing she had expected. In one swift motion she hugged Rarity, nearly crushing her bones with a strength that contrasted with her thin physical type. Her gasps for air were the only thing that hinted the pony to stop.

“Oh my gosh! I’m so sorry! I didn’t mean to hurt you but I was just so happy to see somepony new! You see, most of the ponies in this town are just mean grumpy mean meanie pants who don’t like to be hugged by me, so when I saw somepony new I just knew I had to give them one of my signature hugs so they could remember me forever and ever!”

The pain in her ribs was quick to make way for an uncomfortable numbness, making breathing less of a chore for Rarity. “Name’s Pinkamena Diane Pie. Everything you ask I can do as easy as catching foals in the rye!” she proclaimed, striking a funny pose with her forehooves stretched out to the sky.

“Pinkamena, are—”

“Diane, please. I don’t like my first name so much.” Rarity instantly noticed the pink mare’s attitude deflating a bit. Diane’s face drooped slightly and she flashed Rarity a weak, gloomy smile. “Please, just call me Diane... all of my friends... do...”

Rarity’s eyes instantly widened in realization. As her sunny facade gave way, she found something a bit eerie in her expression that added to her bruised body; she thought that there seemed to be more to this outwardly cheerful pony than she first realized.

“Diane, then. Are you the one in charge here?” Rarity asked in a gentle tone, not wanting to have the fuschia pony dwelling on her own unpleasant memories. The question seemed to wake her from her thoughts as the mare bounced back to her jubilant mannerisms.

“Oh no, silly! I’m just the apprentice. Come on in!” She carefully inched the gate open with her muzzle, holding it open for Rarity and her wagon to come through. She waited until both the white mare and the wagon were inside the shed before closing the gate.

“Welcome, to my testing grounds!” She announced as Rarity unstrapped herself from her wagon and looked in awe at everything around her. Various types of machines, some of which she had never seen before, were on display or hanging from the walls. It was with a bit of amusement that she noticed a few streamers dangling from the candle lamps, as if the colors themselves were showering from the sky. All in all, a nice contrast against the cold, relentless storm that roared outside.

“I was just about to test my gyroscope!” Diane trotted to a coppery device that consisted of a few halos surrounding a disk. “I’ve modified it so it can also test the acceleration of any moving thing. I’ve been using them on my racetrack right here.”

She then gestured towards a flat board of wood that was thoroughly polished in order to decrease friction. Rarity amusingly looked towards the “racetrack” and held back her giggles when she saw that the surface had been painted amateurly, as if it had been painted by foals with their hooves.

Diane, seemingly aware of Rarity’s mirth, quickly grabbed her and drew her close, whispering conspiratorially into her ear. “I always build miniature prototypes first.”

“Right...” she muttered, struggling to break free of her manticore-like grasp. “And what about... this one?” Rarity asked, trying to distract the eager, sugar-high apprentice until her master craftspony arrived to rescue her. She pointed towards a seat attached to a column that nearly reached the ceiling, with various rubbery pipes attached to its back.

“Oh, this one is just for fun, try it out!” Before Rarity was able to politely decline, Diane had grabbed and effortlessly carried her towards the seat. She placed her on it and proceeded to strap her to the device before galloping towards a lever and pulling it.

Rarity felt herself ascending quickly and instantly covered her mouth to stop her from emptying her stomach. Her seat suddenly stopped when she was mere inches away from the ceiling, but before she could breathe a relieved sigh, it began to descend as quickly as it went, seemingly in free fall. Her legs tensed up and buckled upward, trying to avoid the speeding floor quickly that grew nearer. The seat came to a halt right before it hit the ground, though, allowing Rarity to breathe once more.a lot

“Was that fun or what?” Diane asked, grinning from ear to ear, seemingly oblivious of Rarity’s nauseated, slurred speech.

“Never... do that again... ever!” she spoke as the mare unstrapped her. It took some time before Rarity’s legs stopped shaking and she was able to stand again on the floor on her own without falling.

“Okay!” Diane chirped, and began bouncing again towards the other side of the room, as Rarity slowly followed her. “Oh, let me show you—”

“DIANE!” Rarity yelled angrily , prompting the pink mare to stop dead on her tracks and look back at her. Just by looking at Diane’s pained expression, Rarity had instantly regretted being so harsh with her. “I’m sorry, darling. But I’m really on a tight schedule here... is your master craftspony around?”

“Oh, sure! You just wait right here and I’ll be back shortly.” Diane threw a wink her way, almost as if Rarity’s outburst had never happened, and trotted to the middle of the room. Rarity’s face took an expression of utter confusion as the mare simply sat on the floor and kept smiling at her. A few moments passed in complete silence, Rarity awkwardly pawing at the ground with a forehoof whilst Diane’s warm smile was slowly unnerving her.

“Well...?”

“‘Well’ what?”

“The craftspony,” Rarity deadpanned.

“Oh, right, I forgot! It’s me! I’m the craftspony!” Diane said and began to giggle uncontrollably. Rarity fumbled with words in her brain; this mare’s unusual attitude was against anything she had ever seen.

“But... but... you told me—”

“Aww, don’t worry your pretty little head about it!” Diane appeared next to Rarity and tapped her head as if one would do with a foal. Rarity repeatedly looked to where the pink mare was last standing and back to where she was now, unable to register the fact that she seemed to have teleported. “If there’s some crazy contraption you need built, I’m the right mare for the job!”

“Oh! Em... Ah... Right. Well...” she trailed off, not sure if she should trust this overexcited pony with something so delicate and complicated. But then she remembered that no other inventor in Equestria wanted to take part in her idea, no matter how much she offered to pay them. “Well, I had this ship I wanted to build...”

“A ship? Well, that’s easy peasy. You’ll be sailing through the ocean faster than you can say—”

“An airship,” Rarity corrected herself. Diane paused for a second and poked her chin with a forehoof, before something clicked inside her mind.

“Oh! You’re the crazy lady that wanted to fly! How cool!” Rarity cringed at being called crazy once more, but allowed it to pass since Diane wasn’t outright making fun of her for it.

“So, can you help me?”

“Well, DUH! I told you so on my letter back to you! Have you got the blueprints?”

“Of course.” Rarity trotted back to her wagon and rummaged through its contents briefly before returning with a couple of slightly crumpled blueprints. She took the first one and handed it over to Diane, who couldn’t help but grin excitedly as she looked at the delicate drawing.

“Ooh! This is a big ship!” Diane said as she stared wide eyed at the blueprints, smiling as she imagined herself smelting different alloys for the engineering deck. she turned the papers upside down and sideways as she studied each one intently.

“But... why would you need a gun deck?” she asked, giving Rarity a quizzical expression. Rarity got taken aback, having never come so far before as to need to make up a cover story for herself.

“Well, I- I’m going... somewhere, yes!” she stammered out after quickly making up a story. “Somewhere that can be rather dangerous for a famous lady such as myself.” Rarity pouted and fluttered her eyelashes to Diane, whose only reply was to frown at her.

Rarity could see doubt formed in Diane’s eyes as her stare pierced through her. She tried not to crack under this tense silent examination, especially when the pink mare hardened her gaze even further. A few moments passed like this until the pink pony snapped back to her usual bubbly attitude.

“Okie dokie lokie!” she chirped, smiling warmly at her before taking another good look at the many blueprints before her. "Well, I'm not going to lie... this will be expensive. But nothing a famous lady such as yourself can't afford, am I right?" she asked, smiling cockily.

Is this young mare trying to blackmail me? Rarity thought and sternly looked into her eyes. Well, never mind, it’s Blueblood’s money after all. She made a mental shrug and decided to let the matter go.

“Why yes, it’s just a trifle,” she lied, trying to imitate an upper-class accent to the best of her abilities, smiling internally at the prospect of the prince unknowingly losing all his wealth.

“It’s a deal!” Diane said, practically beaming with joy. “I better get started right away then!” She bolted behind a workbench, disappearing behind it. Rarity heard the mare rummaging loudly through her tools, trying to find one in particular.

“It’s alright to—” Rarity began, but stopped abruptly as Diane reemerged with an overly large mallet, startling her quite a bit. The pink pony saw Rarity’s hesitation and smiled reassuringly, which proved to be the wrong choice of action since it only made her look even more unhinged than before.

“Don’t you worry, lady. This is just my thinking hammer!” She smiled as she placed the mallet in front of her. “It helps me get my little pink cells going.” And before Rarity could protest or argue about the color of neurons, the very eccentric engineer had brought the hammer down onto her own head, staggering around for a bit afterwards.

Rarity immediately placed both her forehooves over her mouth in horror as Diane shook herself violently until her hair puffed up. She noticed that her demeanor was also slightly different; gone was that little hint of gloom she had sensed through Diane’s smile. All that remained standing before her was nothing short of a sugar-high on four legs.

“Diane! What have you done?! We must get you to the hospital! There’s got to be one ar—”

“Shush!” Diane demanded after she had placed the mallet back where it was originally. She trotted to the table, grabbed a pencil with her mouth and began to jot down equations like a caffeinated squirrel. She stopped and distanced herself from her work, trying to see it as a whole and not just lines of numbers. “Yeah... that seems about it.”

“WHAT?!”

“All done, lady.” She opened the drawer and proceeded to take out a few sheets of white paper. “Now I just need to visualize it...” With her tongue sticking out from her mouth, Diane began to quickly, but carefully, fold the paper sheets into what resembled a ship’s hull.

A slack-jawed Rarity waited patiently until the mare had folded the pieces of paper into ten different structures and then, with precise movements, assembled them together to form the airship depicted in the blueprints.

“Is that how you make a blueprint?” Rarity asked, pointing at the origami Elusive that sat lazily on Diane’s hoof.

“Well, how else are you supposed to do it?” she asked, sounding honestly confused. “I know it isn’t blue... but then again, blueberries aren’t either... I guess they should be called magentaberries... no, that doesn’t sound yummy at all. Oh! Oh! Violetarries! Now that sounds delicious!”

Rarity was having trouble following along with the strange twists and turns of logic of this pink pony, but any hesitation she might have had about her suitability for the job disappeared as she marvelled at the surprisingly detailed origami airship held up before her.

It looked exactly like how she had pictured it in her head, albeit six inches tall and made out of slightly yellowed paper. As she watched, the miniature airship started flapping its tiny wings and took off by itself. It rounded Rarity’s head, to her amazement, and landed on the desk in besides Pinkie Pie, who didn’t seem to notice it.

“Oh my stars! I can’t believe it actually flew!” Rarity said, lost in wonder.

“It did?” Diane exclaimed as her eyes grew wider. “Oh shoot, it’s not supposed to do that yet! I forgot to take into account the square-cube law! Hang on, I need to rejigger my equations.” The young mare returned to stare at her many equations at the same time Rarity decided that it was probably best to let her work things out in peace.

“Uhm... I shall return in a week to check up on how things are going then,” she announced, suspecting what Diane’s reactions to these words would be; and sure enough, the pink engineer tore herself from her equations and practically jumped Rarity to give her a farewell hug with the strength of a hydraulic grip.

“G’bye friend,” she said into Rarity’s chest. “See you again soon!”

Rarity spent that week not too far from Gneisserville, deep inside the forest that stretched itself across the northern side of the town. With Blueblood no doubt having pressured the Queen to send out soldiers to search for her, she couldn’t risk being too visible around town, deciding that she would only go there when it was absolutely necessary—like when she needed supplies—and even then, she went usually cloaked in a black hooded mantle that looked absolutely repulsive from a fashion standpoint, but therefore useful to mask her identity.

Being a social pony by heart, she quickly got cabin fever from having to live alone far away from everypony. Even another visit to the crazed inventor she had trusted with her dream project started to sound strangely appealing by this point. But she was pressed for time and didn’t want to distract the mare with her presence. To pass the time, she instead turned to books, devouring tome after tome.

Her usual diet of romance novels and vintage collections of fashion magazines was soon replaced by manuals on tactics and warfare that she had snuck out of Blueblood’s prized collection of banned books. He probably never read any of these, the pedantic bastard... and to think I once fell comple- No, Rarity! You mustn’t dwell in the past. Your new life is soon beginning! She thought, licking a forehoof and using it to turn the book’s page.

She couldn’t help but notice how the rules of the battlefield weren’t all that different from those of the social gatherings she used to frequent. It relied just as heavily on misdirection, agility and—if all else failed—outright force. The only difference was the context. A battle was deadly, but swift, and in contrast, there were no quick kills in social warfare.

The isolation and her reading material made her more and more paranoid, and she'd often find herself startled by the slightest rustling of a bush. She soon learned to distinguish between sounds coming from an animal just running about and sounds coming from somepony strolling in the woods, prompting her to hide in her wagon and keep her noises to a minimum.

After the week slowly went by, it was with some relief that she returned to Gneisserville; not to collect supplies, but to pay a visit to Diane. At this point, I must be just about as crazy as her. We’ll get along nicely, I imagine.

Once again, she rang the button and was greeted by the same strange musical chime. She awaited for Diane to pop out from somewhere improbable, but a few moments passed and nopony had come to greet her.

She tried once more and only after she had spent about five minutes waiting alone she felt the urge to see what was going on. Feeling the gate, it was with a small tinge of surprise that she noticed it was unlocked. But instead of rushing in, she hesitated for a while, not wanting to be rude. Her curiosity and thirst for company won out over her manners eventually, and she crossed the gate.

She found Diane outside her workshop, sleeping soundly beside something covered by a large canvas. The poor mare looked half-dead and her hair had deflated to the flat state it was when they first met. Unsure of what to do in this situation, she poked the sleeping pony gingerly and heard a grunt coming from her.

“Please mummy, I don’t wanna go to school today; the other ponies think I’m strange and they don’t want to play with me...” the sleepy voice of Diane mumbled.

“Diane? Diane dear?” Rarity continued poking her with a forehoof delicately. “Have you been sleeping at any time this entire week?”

“You said you were coming back here in a week.” Diane said as she rubbed sleep out of her eyes and proceeded to draw out a long, contagious yawn.

“I said I’d come back to check on your progress, dear. I didn’t expect it to be even half-finished by then!”

“Oh... I can’t sleep when I work on a project anyway, it makes all the ideas disappear and I need to catch them again, and you can't catch an idea with a butterfly net, nuh-uh! Have you tried it? It doesn’t work!” she exclaimed, flailing her forehooves around and sounding genuinely angry at the fact that ideas were unable to be manipulated physically.

“Did you seriously create an airship in just a week?!” Rarity asked with a voice that was coated with disbelief. All the ire from before disappeared from Diane’s demeanor and she sprung up from the ground, hopping towards a enormous covered contraption in the middle of her workspace.

“Oh yes,” she cooed as she went up on her hind legs to enhance the drama. “Allow me to present to you, Equestria’s first and so far only airship: The Elusive!”

She removed the canvas, which was rigged to trigger many streamer poppers. It would have been an extraordinary reveal if it wasn’t for the fact that Diane was blowing an acapella fanfare through her lips the entire time, completely ruining what little suspense she was able to build so far.

Still, the sight in front of Rarity was enough to floor her. Among the many colored paper-strips that danced through the air was nothing less than the physical realization of her wildest, most vivid dreams. And not as a paper miniature this time, but as a full-sized contraption in wood and canvas.

Every aspect of the airship had an unmistakable elegance to it, just like she imagined it would. The whimsical colors were probably the addition of Diane, but most of the design was taken right out of Rarity’s carefully designed blueprints, with a few things reworked to be more aerodynamic.

The area where Diane had done the most rework were the twin wings; rather than the straightforward bat wing structure of her initial draft, she had turned them into an eclectic mix of bird and butterfly wings; a structure of light rods that held up a fabric of cotton and silk that glistened subtly whenever the angle changed. Crowning the ship was a large balloon held together by a light, sturdy alloy and fastened by a net to each side of the deck.

“Do you like it?” she asked, noticing Rarity’s speechlessness. “I did the best I could.” Rarity stared at it, unable to believe what was right in front of her, and through her weary eyes, the pink engineer beamed with well-deserved pride.

“Yes!” she practically screamed, unable to contain the happy emotions swelling up inside, threatening to overtake her like a tidal wave.

“You want to take a test ride?” Diane asked, wiggling her eyebrows and inching towards the airship with her head.

“Are you sure it’s done?” Rarity inquired, mindful of the unnaturally short and hectic production time.

“We won’t know until we test it, right?” Diane began to climb a wooden ladder, hauled by a rope attached to the railing of the airship. She made it to the third step before she heard sobs coming from behind her. She instantly looked behind her and noticed that Rarity was sobbing loudly, hiding her face between her forehooves. Diane began to feel panic start gripping her being, but calmed down when she managed to see the genuine smile on Rarity’s face.

“H- how? B- but it’s impossible...” Rarity said as her eyes dribbled tears of happiness.

This was her dream unfurling right before her; her destiny. For her, that wasn’t just a simple airship. It was future itself promising her what she sought for the most. I travelled halfway around the earth, she recalled, living like a bucking beggar for well over a year, gathering rejection letters like you’d gather ticks, each telling me that what I was asking for was impossible, and then this lunatic goes and does it in a week. Is this some sort of cruel joke?

“Hey,” Diane said and walked to Rarity, placing a hoof on her shoulder and smiling warmly, tears also glistening in her eyes. “I’m Pinkamena Diane Pie. Nothing’s impossible.”

It was with weak legs Rarity boarded the airship along with the engineer that deserved every bit she had asked for tenfold. Rarity remained on deck as Pinkamena ducked into the engineering deck and began fiddling with knobs and levers. With a sharp jerk, the wings began moving in a synchronized motion, pushing in air underneath it.

It glided on the pillow of air for a couple of hoofsteps, then Diane started the propeller and the airship took off in an exponential arc upwards, while Rarity, completely unprepared, had to hold on to the nearest rope. Her shrill yells echoed across the clouds and it wasn’t until well after Diane had leveled the ship and choked the engines that Rarity dared to actually open her eyes.

Hitting her for the first time was the alien cloudscape she’d henceforth call her home. It was the first time in all her life she realized just how massive clouds were; they weren't just balls of cotton across an endless blue fabric, they were more like floating mountain chains, or islands gliding majestically through an invisible ocean. It was a strange, alien landscape that would hold just as much wonder now, after years of being a sky pirate, as it did back when she first saw it.

A few knocks on her door awoke Rarity from her fond memories. “Come in,” she said and turned around to face whoever was knocking on her door. She smiled when she saw Rainbow Dash’s colored mane. Scootaloo trailed behind her, looking a little bit like a puppy by her side.

“Hey, Scoots is done for the day, captain,” Rainbow informed the captain. “The sun is nearly set and she can’t see the hull very well in this darkness. I’m taking her downstairs so we can practice some of her fighting techniques.”

Dash proceeded to ruffle the filly’s purple mane, who mocked an angry “Hey!” and proceeded to hug Rainbow. Those two act exactly like sisters ought... to... Rarity thought with a bit of pain as both ponies exited her quarters, leaving her alone to her thoughts once more.

Rarity figured that the rest of the crew would go to bed early, all deadly tired. She turned to look at the setting sun until it sank below the clouds, leaving only a soft red glow that gradually became darker until it finally disappeared from the sky. The first stars seemed to wait for a bit before twinkling faintly in the sky, as if they were afraid of the sun.

Soon afterwards, Rarity squinted her view where the sun would raise that morning, looking for the moon. It took her some minutes to see it properly; she had to focus on a patch of the black ocean before her and try to recognize the faintest of the lights. But as her eyes became accustomed to it, the ebony moon greeted her.

Rarity felt a strange emptiness inside of herself as she stared at the seemingly invisible moon, almost as if she felt robbed of something, like the shell of an oyster tossed back into the ocean after being relieved from its pearl.

She remembered reading in one particular book she took after a raid on one of the Queen’s private archives about the giant orb in the sky, and how it supposedly was meant to glow much brighter, powered by the sun’s rays. It also said that when the world was standing between the two, it would block the sunlight from shining on the moon in what they called an eclipse.

She looked up to the sky and wondered if they were living in a perpetual eclipse. Even though she was often described as a “rebel”—among several, less flattering things—by Celestia’s press, it was hard for her to just erase everything she had learned as a filly; the idea that the night sky once had it’s own “sun” in the form of a bright orb that colored the skies dark blue, instead of pitch black, was almost too hopeful to be true.

It sounds like something a starry-eyed revolutionary would make up as he lost his grip on reality, Rarity thought. But still, the idea was much too appalling and she soon lost herself to her imagination:

Lost in a spring evening that practically oozes romance, staring at a pond. My love is there with me... holding me... caressing me... whispering true vows of love into my ear. I shift and nuzzle his chin delicately, while he embraces me. The sun starts to set; azure giving way to orange giving way to red in turn giving way to the darkness. It slowly spreads through the meadow we’re in. I feel frightened, which only makes him hold me tighter against his chest. I breathe a sigh of relief as the moon, in its full splendor, slowly ascends into the sky, bathing everything in a serene, pale light.

Rarity donned a light blue, breezy nightgown as she mentally played out the scene, caring little if her crew were to laugh at her for using it. We dance as the little stars formed figures in the sky, glimmering with the hope of a tomorrow to come. We would wait until the moment was just perfect before looking into each other’s eyes, losing ourselves into those pools of emotion.

Our hearts now ache pleasantly in our chests, urging us on, but our minds would want to make sure before making a move. His head inches closer to mine and I close my eyes, wanting to drink the passion from his lips. Our lips touch for a brief second before he looks me in the eye and says those words, the glorious moon and the chirping crickets being our only witnesses as the world turns around.

Rarity kept lulling herself to sleep as she added more details and vivid descriptions to her mental image. It began to put her mind at ease, even as images of her battle with the Task Force still flickered across her eyes. But her internal narration slowly became less pleasant, and more wild as the drowsiness removed her mental safeguards.

How could I have thought that the roof of the archive would be unguarded? She thought, suddenly flashing all the way back to her first disastrous raid many years ago. Yes, they didn’t expect an airship to attack, but they were still prepared for a coordinated assault. Our ship was littered with crossbow bolts before even landing, and when we did... Rarity’s mind rambled on drunkenly in her cocoon of sleep, as visions she had tried very hard to suppress returned to her in the form of restless nightmares.

The Elusive was hovering over the archive, undetected at first; but soon enough a guard turned around and shouted towards the rest. As if on cue, a volley of crossbow bolts was launched into the air, piercing the delicate fabric of her wings.

I shouted frantic orders down the speaking tube, but the poor pony below deck is way too slow to react, being inexperienced with the controls. The ship started to tilt dangerously, and I struggled to hold on.

“Mare overboard!” somepony was screaming, and before I could anticipate it, I heard a nasty, wet, cracking sound that made my body shiver in sympathetic pain.

I heard the frantic yells of the soldiers, and I realized that the ship was about to crash right into the roof. I barely had time to brace myself for impact, let alone shout a warning; and I hoped to Celestia—yes, that time I just couldn’t help myself—that nopony else would fall overboard from the impact.

Our ship had barely stopped when the soldiers jumped us with readied weapons. Their battle cry rang in my ears as I froze. My crew had already begun fighting before I finally snapped myself out of it and struggled to get control over the situation. I grabbed the speaking tube and kept shouting into it, sounding more desperate with every word.

“Can you start the engine? Please start the engine! By- Celestia- please- start- the- engine!”

My crew was more used to combat than me but even so, we just barely kept the soldiers from boarding the ship. When the engines finally roared awake, I was just about ready to cry in gratitude.

The wings started their wounded flapping, its halfway torn fabric whipping across the harsh roof of the building, damaging them further. The violent motions were enough to scare the soldiers back, but we still didn’t have enough lift.

“Start the propeller!” I ordered as the mad notion entered my head. The ship began to shake as it rushed towards the railing. I prayed that the hull would prove stronger than the metal bars, and fortunately it was... if only barely.

I was expecting us all to die with a volley of arrows from behind as the ship lurched sickly through the air, but to my surprise, we managed to escape the assault. The soldiers presumably had been too stunned by the sudden bursts of motion from strange machine to think clearly.

* * *

After that nearly fruitless battle, the ship had looked much too damaged to withstand another confrontation with any of the Queen’s ponies. Rarity noticed some of the crew grumbling about voting her off the ship due to her lack of competence.

She had struggled for a long time with that burden, fearing for her own life amidst her crew. But she noticed that most complains towards her were derived from complains about the physical state of the ship, not her actions.

Light came to her one day and she figured she could kill two birds with one stone. Since she knew that the Queen would take it as a personal offense, she would need to lay low for a few days. And since repairing the ship meant not being able to be on the move, it just left her with the question of where would she seek someone to repair it.

Rarity scrunched her face together in a sour expression. She knew where there was somepony—perhaps the only pony in the world—who could help her repair the ship, and she happened to live in Gneisserville, far enough away from Canterlot and the Queen to be a perfect hiding space. But thinking about Diane’s sunny smile overwhelmed her with apprehension. Am I really going to have to resort to threatening the one pony who’s never been anything but kind to me, just to force her to fix my airship? she thought; then an extremely bitter notion came over her: What other options do I have?

Rarity waited for one particular day in which the clouds were very dense in order to descend and tether the Elusive in the thick woods of Gneisserville. She left the most trusted pony at that time to take care of the airship while she was away—Kelpdancer, one of the first to join Rarity’s ranks, and the pony who helped her compose her pirate code. While the rest of the crew were uneasy towards her due to her mistakes, he stuck by her side and defended her honor.

She mentally thanked him for being such a loyal pony as she trekked through the dirt roads, remembering her path from memory until she was, for the third time in her life, in front of the ‘Anything but Granite’ workshop. But this time, Diane was standing by the gate, as if she had been waiting for her all this time.

“Hey, it’s my crazy flying lady friend!” she said to nopony in particular and proceeded to tackle Rarity into a powerful hug. The captain, however, dodged Diane and tripped her, drawing out her sword and pointing it at her. Diane’s expression betrayed showed no fear, just confusion and a bit of hurt.

Rarity tried her best at a pirate schtick, still pointing the sword dangerously close to nicking the skin under her pink fur. “Alright you mule, my airship needs to be repaired, and you’re going to do it! And if anypony ever comes snooping around, we were never here, understood?”

In spite of the blade close to her throat, Diane couldn’t help but smile at the sight of her friend who, after so long, returned. This act gave Rarity enough doubt that Diane would be able to push the blade in another direction, but instead she chose to ignore it.

“Oh, of course I’m gonna repair your airship! Everything I build is Pinkamena Diane Pie-guaranteed, didn’t I tell you that?”

“Uhm... no?” Rarity said, her rough necked pirate facade crumbling into dust. Diane looked at her with reassuring eyes.

“And why didn’t you say you were going to raid the Ampersand Archive?“ she asked rather bluntly.

Rarity’s eyes went wide as she heard what Diane said. She felt trapped by this pony’s carefree gaze, but was unable to deny her claim. “Well... I—uhm—eh...” she sputtered, not knowing at all how to lead the conversation away from the subject.

“Well, if you’re not going to the fancy places you told me you were, I’m gonna have to do a few modifications so she can hold herself better in combat,” Diane observed, oblivious to her friend’s baffled tongue-tied state. Eventually, Rarity managed to snap out of it.

“How did you know we tried to raid the Ampersand Archives?” she asked, pushing the blade over her throat a bit harder. Diane, instead of being scared, gave her another puckish grin.

“Silly, this is the only airship of its kind in Equestria, remember? So when I hear about a flying ship being shot down over the roof of the Ampersand Archives, I don’t need to be the genius that I am to put two and two and two together. Basic arithmetic is pretty intuitive, y’know?”

Rarity fell silent. Of course, why didn’t I think about that? she thought, her ears burning bright with shame.

“It was very brave y’know that?” Diane continued after Rarity had allowed the mare to stand on her own. “If I had an airship, I’d just fly far away, somewhere where there’s lots of friendly ponies and cupcake grows on trees and the clouds are made out of balloons! That’d be awesome!” she said, poking her chin with a forehoof, imagining how a balloon cloud would be like.

After some moments in silence, Diane shook her head and continued on with her speech: “But instead you chose to raid something very important to the Queen! I didn’t even think it could be done! I never even dreamed of it, and I regularly dream of fishing for cake rolls in a sea made out of cherry juice.”

She looked at Rarity with a concerned face, as if fishing for cake rolls in a sea made out of cherry juice was a serious thing, but then her mood changed to a more thoughtful one. “I know why you did it too... I could see it in you and I know you’ve seen it in me. Do you really think we can do it? Do you think we can all just be free?”

“I don’t know,” Rarity said honestly, “but I suppose it’s worth a try, don’t you think?”

“Often.” Diane replied with a forlorn smile etched in her face. She turned around and started placing various tools and some inventions inside a bag she removed from under her desk. The bag was already full, but Diane kept stuffing it with various contraptions before neatly closing it, making Rarity wonder if there was something this mare couldn’t do.

“I’ll lead you to the Elusive. Once it’s repaired you can come back, Diane. I promise you won’t be harmed.” Rarity waited, but instead of following her, the mare took another bag and began to remove all the decorations from her workshop, stuffing them inside of it. “Diane, darling, what are you-”

“You know... I never told you why I don’t like my name that much.” The mare said, cutting Rarity’s line short. The captain thought better not to reply and waited for Diane to finish her thoughts and explain herself. “I mean, what kind of name is Pinkamena? It isn’t fun... but then again, so isn’t Diane...”

She placed both bags over her haunches and carried them effortlessly, walking faster than Rarity’s normal pace. “Diane...” Rarity muttered, unable to come up with anything to say to comfort her.

“No... not Diane,” she turned her head and flashed rarity a confident smile. “Name’s now Pinkie Pie. And I’m coming with you.”

As the carriage was pulled through the uneven dirt roads that lead to Canterlot, Twilight Sparkle played the confrontation against the Sky Matron over and over again in her head, cringing at every mistake she had made and every opportunity lost.

Her flair for the dramatic had taken over, fueled by thrilling adventure stories. In spite of of the action of such distinguished commanders such as Admiral Apart or General Patter, it wasn’t the place for a superior officer to rush into battle herself unless absolutely necessary. Had something worse happened, she wouldn’t be remembered as a brave pony like those two were. She would’ve been remembered as a fool.

The wagon rocked slightly when one of its wheels hit a few loose pebbles in the road, bringing down the pieces of the chess board in front of her. She sighed in frustration and put the pieces away; it was too easy to win when you were playing with yourself after all.

Her loyal soldiers pushed the wagon closer and closer to Canterlot, sending an edge of panic through her. She was seriously contemplating about ordering them to stop right where they were, just so she could collect her thoughts a bit further before meeting with Celestia.

I’m not gonna be able to lie to her, and even if I tried, she’d end up discovering it... She has her sources; she would easily find out what happened, and she’s definitely not going to be impressed by my performance... especially if I lie.

“General, we’re now approaching Canterlot,” Twilight’s head draftspony informed her. The general swallowed like she was taking some bitter medicine before replying:

“Thank you, colonel,” She took some comfort in the fact that she was able to refrain from betraying any of her own apprehension in her voice.

Looking out the window, she could see the castle herself, even from the distance she was at. The distinctive, imposing towers of Canterlot stood proudly against the the side of the mountain, as if the city was mocking gravity itself.

The alabaster marble that constituted the castle glinted in the setting sun, something that enhanced its imposing architecture further. Each tower, with their slightly convex shapes, had pointed spires that seemed to impale the dark carpet of clouds that angrily hovered over the city.

From the distance, the city looked much more majestic; the way it was very strictly planned out on the steep, unreliable mountainside amplified it’s message of power to anyone who were to gaze upon it. The waterfall brought some bucolic serenity to the scene, but that was just when one was looking at it from afar.

From up close, one would notice the strong currents of water that flowed from the bowels of the mountain, slowly helping to shape the valley below it for centuries past and centuries to come. The water that cascaded down into the valley also served to bring life to the dynamo that powered the heart of Canterlot; the Royal Palace.

In the late evening light, Twilight Sparkle could see the street lights lighting up one after another. First, the electrical ones that surrounded the palace lit up, along with the ones inside of it. After that, the main street began lighting up in one continuous wave that flowed from Canterlot’s gate towards the palace.

Twilight couldn’t help but wonder what kind of training the ponies who lit the gaslight lamps in the main street with a precision of seconds received. After the main street and the palace were lit up completely, the lamplighters slowly lit the remaining streets surrounding the citadel.

The chariot was eventually led up to the gate and Twilight had already begun to take deep breaths. The gatekeepers, seeing the insignia of the Task Force, hastily opened the gates and let them into the city. Twilight bit her lip as she saw the palace’s highest chambers towering over the chariot, making everything at ground level seem pathetic.

Twilight saw the soldiers rushing out of the palace and ordering themselves in neat lines on both sides of the street. The chariot came to a stop between the two lines of ponies and she breathed yet another sigh before stepping out. With forced dignity, Twilight trotted towards the high, gem encrusted palace double doors.

On the door stood two shields, both containing mirrored versions of the sun sigil, albeit with a few style differences. One of them looked faded with age, seeming to date back more than a millennia. The other, in comparison, was brand new and didn’t seem to fit its crest in the shield as perfectly.

Twilight frowned every single time she noticed the slight asymmetry of the sigils, something that deeply bothered her. They should’ve really have gotten a better sculptor to make the replacement for The Traitor’s sigil, she thought as both golden emblems completed a full turn before the double set of doors opened, allowing her to pass through the arc.

Once she had crossed the portal, both of the heavy doors closed and locked behind her, making the castle’s walls reverberate with the force of the movement. Knowing what awaited her ahead, Twilight Sparkle took a deep breath and slowly walked towards the castle’s main atrium, trying to buy as much time as she could.

Every aspect of the palace was designed to make ordinary ponies seem small and meaningless, and it was with a bit of fright that Twilight admitted that it succeeded in such a task admirably. The roof was twice as high as it needed to be, making it nearly impossible to see the ceiling even in the brightest of days.

The main atrium was interrupted by a statue of Queen Puddinghead, which divided it in two hallways. Her towering gestalt was carved out of the finest marble and both her wings and horn were plated with pure gold while the eyes were replaced by perfectly lapidated sapphires. The electric torches—something rare, restricted for the palace alone—were strategically placed around the statue, making its appearance seem as imposing as possible.

As Twilight admired the statue, she couldn’t help but wonder if there was any portrait left from before the old queen liberated Equestria from the two other tribes. If there were, they must be in private collections, because if one happened appear in a museum, Celestia would’ve seized it for being anti-Equestian propaganda and had it destroyed. Rounding the statue, she found Celestia in her throne, and all that self-doubt she hardly managed to quell began to resurface, stronger than ever before.

Celestia was clad in her ceremonial golden armour, and her right, good wing flapped irritably as a complex of gears, escapements and balance wheels made the mechanical prop wing mirror its motions. A couple of metallic rods also provided the skeleton for a hollow left hind leg, encapsulating and augmenting her stub.

Twilight felt ice climbing up her spine as the Queen slowly walked towards her, lumbering as if the hind leg was always one step behind. She hastily averted her gaze to the floor, fearful of what might happen if the Queen thought her to be staring her leg—or worse, her wing.

“My Queen...” Twilight bowed deeply at her feet, touching her forehead to the floor. It was hard to read Celestia’s expression as she towered over her general, casting a somber shadow.

“At ease, my child,” she said, with a soft voice mismatched by her harsh appearance. Even though Twilight had mustered enough courage to sit on the floor, she still didn’t dare look directly at her, keeping her gaze on the impeccably polished floor. “I trust you bring news regarding the raid of the Pandora forgery?”

Twilight was stunned into a silence she imagined the queen would have no trouble reading. She fumbled with many words and phrases in her brain, but the adrenaline coursing through her body made her unable to pinpoint exactly what she wanted to say. Her lips moved incessantly, but no sound ever came out. It was as if the Queen’s presence alone had shattered completely her resolve.

“... I’m sorry,” she muttered pitifully, finally gathering enough courage to look at the Queen. The brim of Celestia’s helmet blocked the view of her bad eye, and in its place was a large ruby that glittered fiercely in the harsh electric light.

Her ethereal mane flowed by itself as if a soft breeze was perpetually ruffling it. Nary a strand of hair was visible, it was as if her mane was composed entirely out of rays of light, tinted in the muted colors of the evening sun. Twilight remembered some stories and rumors—something that would probably warrant anypony a ride in Luna’s swingset—about her mane once being as bright as the morning sun and she couldn’t help but think back at the Queen’s wing and leg, wondering what had happened in the past.

Through her peripheral vision, Twilight was able to see other commanding officers of the Task Force entering the throne room and positioning themselves in a line against both lateral walls. She hadn’t been expecting an audience like this, and she dared a brief glance towards her queen, wondering with trepidation what she had in store.

“Well, I was only asking out of formality anyway, I just got a dove from my intelligence pony with the information. I believe his exact words were,” she stopped as if looking for the right words written on the parchment levitating before her. Twilight couldn’t help but tense up and look at the floor once more in shame.

“The general climbed onto the ship like something right out of a cheesy pulp adventure, preventing further fire-log assaults,” she slowly read the levitating letter before her, making sure to voice it loud enough for all present to hear. “Is this description accurate, general?

“... yes.” The Queen’s soft voice from before had lulled Twilight into a false sense of security, something that made her now harsh tone hurt even more.

Several of Celestia’s advisors turned their heads towards the scene, exchanging inaudible murmurs as they stared at Twilight with judging eyes that seemed to burn her even as she closed hers, trying to escape everypony’s gaze.

Celestia raised an eyebrow when she noticed a slight, nigh imperceptible shiver on her general’s forehooves. “Is that why you act like a school-age filly sent to the principal’s office for passing notes in class?” she asked, casting a sidelong glance at her advisors, who instantly shushed and resumed their business.

“I made a mistake, your majesty! Please forgive me!” Twilight pleaded, forgetting about appearances and throwing herself at the Queen’s hooves as her eyes glistened with fresh tears.

“Forgive?” Celestia tasted the word for a moment, savoring the panic that she could practically feel emanating from her general. “I remember back when that word meant something closer to ‘give up’... no, I do not forgive, Twilight Sparkle. You of all ponies should know that.”

Celestia forcefully removed her forehooves from her general’s grasp one at a time, leaving the purple mare sprawled on the floor, fighting to control her sobs. The Queen slowly turned around and walked back to her throne, smiling as she heard the few whimpers that managed to escape Twilight’s throat.

“Just be grateful that in spite of your many failures, I still consider you valuable for the security of this nation.” She stuck her verbal dagger into Twilight’s heart and twisted it around.

The princess is right. I failed my oath. I failed her. I failed Equestria... again. I don’t deserve her mercy... She should just have me imprisoned for being such a complete and utter failure. Twilight thought in her state of utter helplessness. She knew she had sworn an oath out of her own free will. It was everything she had dedicated her entire life for; her childhood dream, and it stung to have failed to uphold it.

I should feel proud to serve my country, even though it isn’t perfect. At least it has order; it is a structure in which everypony has a purpose, and who could ask for more? Still...

The Queen opened her mouth to strip Twilight further from her pride, but before she could say a word, one of her advisors galloped towards her. She frowned at the intrusion and glared at the pony, who instantly began shivering.

“I’m s- sorry t- to interrupt you, your m- majesty,” he stuttered before bowing to her. “B- but I have news, look at t- this!” His hooves trembled as he handed her a parchment. Her horn was enveloped by a golden veil which quickly spread to the parchment, surrounding it in the golden glimmer.

She magically plucked it from the stallion’s hooves and held it in front of her. The stallion watched attentively as her eyes scanned the written lines, breathing a light, relieved sigh when he noticed her stoic expression softening a bit.

“Ah yes, this is good! The production will continue as planned in the Icarus forgery instead until the repairs are done, and we’ll only be a few weeks behind schedule,” she said to the advisor before incinerating the parchment into dust. She watched as her advisor bowed once more before returning her gaze towards Twilight Sparkle, who had managed to calm herself enough not to shed any more tears “It seems my goodwill has smiled upon you once again, general. You are dismissed, may you serve us well.”

“As you wish, your majesty,” Twilight choked out and walked towards the door as quickly as she could but without looking as if she was frantic to escape. While she was halfway to the door, she heard the Queen’s voice calling her name. She cringed and instantly turned around, being met by the Queen’s cold eye.

“Don’t count on it to smile twice.”

Chapter 3

Chapter 3. Growing Pains

“The songs contained on these pages may shock or offend you and are only provided here in order to shed some insight on the culture and mindset of the common pirate [...]
~ Excerpt from the intro to Equestrian Shanties by William Wright

The ship drifted across the sky, soaring over orange-tinted clouds from the morning sun. Rarity was one of the first ponies to wake as sunlight flooded her cabin through the window. Her night had been restless, something still seemed off about the Elusive’s flight.

The captain struggled to get out of bed. She was sore and tired, and her muscles seemed intent on not cooperating with her. After stretching herself, she exited her private cabin for a thorough morning inspection, starting from where Scootaloo had last repaired the airship. True to Dash’s words, the hull wasn’t completely repaired yet; however, she was pleasantly surprised at how much damage the filly had manages to fix in just a couple of hours. Only minor repairs remained, nothing that truly disturbed the shape of the airship.

Yet, she felt the Elusive choking a bit as it glided above the clouds. It was almost imperceptible, but Rarity noticed how the airship shook slightly from time to time. Maybe Scootaloo was right; maybe I really am just paranoid and there’s nothing wrong with the Elusive, she thought, frowning. Deciding to get an expert opinion on the subject, Rarity walked to the rear deck hatch and went down straight towards the engineering deck.

Even though she lead the airship for years, she had never grown accustomed to the loud cacophony that came from the many contraptions. She walked towards Pinkie's quarters through a rhythmically moving sea of iron and copper. She knocked on it and impatiently pawed at the floorboards with a forehoof. A reply never came, so Rarity merely shrugged her politeness away and opened the door.She was instantly assaulted by a plethora of bright colors from every inch of the room.

The ceiling and walls were completely covered in either streamers, confetti or images of hoof-painted ponies smiling, laughing or running together. Rarity hoped that her engineer would be able to contain her obsessions to her own cramped quarters. If she began trying to redecorate the engineering deck like this, it would surely cause a malfunction in one of the many delicate gizmos.

She approached the sleeping mare in the middle of the room, envying her peaceful sleep. After she prodded her with a forehoof, Rarity was awarded with a few unintelligible mumbles and groans before the mare began to stir. She waited patiently as Pinkie Pie rolled from one side of the bed to another, trying desperately to catch the metaphorical train back to her dreamland.

“Pinkie Pie,” Rarity half whispered, prompting the mare to open her eyes and let out a long yawn. She scratched the back of her head with a forehoof and sat down on the bed’s side before spreading all her four limbs, her joints popping pleasantly.

“Hiya, Rarity!” She smiled, albeit with a visible drowsiness. “How was your night?”

Rarity paused for a moment, pondering on whether or not she should tell her jubilant engineer about her dream. Ultimately, she decided against it, since it revealed an aspect of her career as a pirate that she’d be glad if Pinkie Pie never got to hear about.

“Oh simply splendid, darling! After all, what kind of day would it be if we weren't attacked and boarded by the Equestrian Task Force? What about you?”

“Hm... not so much,” she said while deep in thought, seemingly unaware of Rarity’s sarcasm. The expression on her face, however, made Rarity doubled her attention on Pinkie. She was rarely bothered by anything, which meant that if something was causing her distress, it was probably worthy of paying attention to.

“Ever since I used the duster, the cogs have been grinding on each other a bit. The engine is also stuttering like that one time when I was little and ate a whole batch of cookies and started shaking and running around the house and mommy got angry at me and then daddy—”

“You’re telling me that you felt it too?” Rarity asked with disbelief. Whilst she felt worried about what it might mean, she also felt intrigued that there appeared to be something to this gut feeling of hers after all.

“Well, duh!” she said, gesticulating exaggeratedly. “Of course I did; I kept telling the engine that I wasn’t angry at it, that even if it did eat a whole batch of cookies, it was okay and I could just make more,“ Pinkie paused and frowned, shooting a pensive gaze towards the ceiling. Rarity opened her mouth, intent on urging her with her explanation, but the Pinkie cut her short:

“I think that the delicate centrifugal governor exceeded its capacity when I deployed the duster to increase our vectorial acceleration, meaning that it is no longer properly regulating the engine’s Rankanine cycle, creating a dissonance in the rollers that is in turn causing the posterior helix to miss approximately...” she stopped, and with her tongue sticking out her mouth, gesticulated with her forehooves as if she was pressing invisible buttons over Rarity’s head.

“Five point seven cycles in every minute,” Pinkie Pie concluded before smiling proudly.

Rarity looked at her with her mouth hanging in awe. “You... I... What?”

Pinkie Pie started giggling, and grasped her stomach before falling backwards on the floor, rolling with laughter. Rarity began to blush, flustered, but nevertheless waited until Pinkie’s giggles had subdued. When she calmed herself enough to stand, she saw Rarity’s quizzical expression and addressed it in elementary terms.

“The spinning thing is going WHEEE!”

Rarity breathed a relieved sigh. “Oh, good. For a second there I thought it was something more seriou—”

“Which means that we have about six hours before the engine collapses and the Elusive goes KABOOM on the ground,” she chirped, beaming with joy. Rarity’s face was the exact opposite from that of her bubbly engineer; it had instantly twisted into an expression filled with horror.

“WHAT!?”

Pinkie Pie, unfazed by her captain’s screech, began to describe various complicated mathematical equations, believing that Rarity was questioning her calculation skills. The captain instantly turned around and galloped outside the engineering deck, leaving Pinkie Pie to her recital of physics formulas from memory.

She emerged at the fo’c’sle with a somber expression. The few ponies from her crew that were awake, enjoying the morning’s warmth, mirrored her expression as they noticed it. They all remained silent however, not wanting to bother their captain unnecessarily. Still, all who saw here were aware that it was never a good sign when she was in this kind of mood.

Rarity disregarded their stares and galloped towards the pony currently at the helm, Pipsqueak. She opened her mouth to compliment him on the steering during his nightly pass —the course had been steady enough and there was no need to worry him unecesserily— and order him to land the airship, under her supervision. But before she could say anything, he greeted her:

“G’morning, capt’n. We’ll be above the outskirts of Ponyville in a couple of hours. I was going to have somepony call you since you told me we’d be making a short landing over-”

“Good heavens! I completely forgot!” she exclaimed, cutting him short. The small colt watched in confusion as Rarity paced back and forth incessantly, trying to gather her thoughts as quickly as she could.

“We could, but... no! We don’t have time... but if only we... no... Pinkie Pie could probably...” she continued on with her mumblings as the young colt watched helplessly, unsure if he should break her concentration by asking what was going on.

”Capt’n... what... what’s wrong?” Pipsqueak asked as curiosity eventually won over his doubt.

The helmspony’s squeaky voice was lost to Rarity. Her entire focus was fixed groundboard, trying to find someplace safe enough to land. Her eyes tried to scan beyond the horizon but all she saw were the checkered patterns of farms and fields. Some minutes passed before she spotted something that at first, looked like an oddly regular forest. Squinting her eyes, she managed to see some wooden edifications next to the forest, telling her that it was actually an orchard.

In spite of the altitude and the distance, the red apples glistened invitingly in the sun. Rarity however, had her eyes set on something else at the edge of the orchard. Something far more valuable than a thousand apples right now. There stood a large, inconspicuous—and hopefully empty—barn. It would be the perfect hiding place for something the size of her airship.

“Change of plans,” she announced. “Pip, wake up the crew; we’re getting ready to do a sharp starboard turn.”

Rarity rushed ahead to the middle deck before Pip could even react. Waking a bunch of battle-fatigued sailors was a feat not entirely unlike necromancy, especially for such a small colt. While Pip had barely gotten one crewmember up on her hooves, Rarity had already managed to wake half the deck with her shrill, urgent voice. She waited until all the air pirates were gathered around her before explaining their situation.

“Attention! Yesterday’s battle left the Elusive severely damaged.” A few murmurs broke out from the crowd, but they were quickly silenced as Rarity waved her forehoof. “We are going to land the ship a little earlier than expected and lay low. We’ll have until Pinkie completes the repairs on the ship’s engine before we leave. Any objections to that?”

Rarity merely questioned this as a formality; the situation was a dire one that, although risky, needed to be addressed immediately. Most of the crew nodded in reply, but she was able to hear a few complaints as well. She remained calm, however, as she figured that the complaints were out of reluctance rather than out of any genuine objection.

“Good. Flitter, take the helm from Pipsqueak. Bon Bon, Lyra, come with me to the main deck. The rest of you, get ready for a corkscrew.” Just as she finished, three sleepy-eyed ponies stumbled towards the main deck alongside her.

“Double-secure the starboard wing,” Rarity ordered and the two ponies went to work. She couldn’t help but notice that the two mares did not work together as well as they normally did; Lyra would tell something to Bon bon, but she’d only grunt in return. Thankfully they had both done it enough times to pull it off, regardless of their current personal problems.

Slowly, the ship banked starboard and began its descent. The massive airship slowly circled the area next to the barn in its downwards spiral, something that would make an unaccustomed pony feel his stomach churn. A wisp of cloud got caught in the larboard wing and traced their spiral flight path behind them, disappearing soon afterwards.

As the airship slowly neared the ground, towering over the many apple trees, Rarity saw what registred as an orange blur galloping outside of a small house that stood inside the fenced perimeter. She followed it with her eyes as it made a beeline towards the sought out barn that stood a few hundred hooves away. A worried frown appeared on the captain’s face, one that gradually grew more resolute as she weighed her options.

The airship halted its descent a couple of fathoms from the ground and Pinkie cut off the engine, leaving it suspended in the air only by its various tiny ballonets of helium, encapsulated inside the envelope. As Lyra and Bon Bon finished tying the ropes to the rail, Rarity turned towards her crew with another announcement:

“I had hoped we wouldn’t be attracting attention, but as usual, its not easy to be inconspicuous with our fabulous airship.” There was a couple of “aye’s” from the crowd.

“So far, we don’t know if these ponies are hostile or not. I will go down there with Rainbow Dash and assess the situation. The rest of you, keep an eye out for any possible unicorns in the distance, and if there’s any sign of trouble, land by the barn and find me immediately.” She turned and nodded to Rainbow, who flashed her a confident, action-thirsty grin.

Without hesitation, Rainbow Dash tossed a rope tied to the railing and lowered herself down. A cloud of dust swirled up around her hooves as she landed. She looked up towards her captain who was ordering two ponies from her crew to bring her a makeshift elevator to hoist her down in.

Rainbow rolled her eyes and waited for her captain, crossing her forehooves and tapping restlessly at the ground. When Rarity finally touched the ground, she shot her a somewhat guilty smile.

“We could’ve been halfway to the barn by now, “ Rainbow Dash informed her.

“Yes, but we’re not in that much of a hurry, are we? And besides, the elevator is much more comfortable.”

Rainbow Dash just grumbled at this while Rarity focused on the surroundings. She noticed that the orange mare wasn’t around before her eyes soon got lost in the idyllic surroundings. This place more than anything reminded them of just how flat the ground was. Once out of the trees midst, the world seemed to stretch on forever in a patchwork of fields sewn together with dirt roads, only interrupted by the occasional grove or small cottage.

This was a pirate’s retirement fantasy. Even Rarity, whose retirement fantasies usually involved an imaginary version of Canterlot where you could be the first and most prominent sky pirate in recorded history and still be able to go out at night for cocktail dinners would admit to this being a decent second option.

The bucolic scenery wasn’t enough to distract both mares from their current task, however. Their ears remained attentive as they approached the barn, shooting wary glances to everything surrounding them. Rarity blocked out the white noise from the chirping birds and focused on hearing anything rustling or moving nearby.

She slowly inched the barn’s door open and waited a few seconds for any kind of noise. Hearing nothing, she risked a few steps inside, loyal Rainbow Dash never leaving her side. As soon as they were in, their eyes took little time to adjust to the partial lack of sunlight inside. Rarity looked around, taking note of everything that could be used to their advantage or against them should they be ambushed by the farmpony they saw before.

Rainbow Dash frowned as she stepped on one of many strands of hay scattered all across the floor, amplifying their hoofsteps. Her movement ceased when her gaze caught with something in the far distance. She placed a forehoof in front of Rarity and signaled towards a brown stetson hat that was peeking from under a block of hay. Rarity nodded and they both advanced towards it as quietly as they could.

Throughout it all, one of Rainbow’s hooves kept grazing the handle of blade with each step, as if it had a life of its own and had a terrible itch for a battle. Halfway to the hidden pony, the barn’s doors suddenly closed, prompting both mares to turn around. Behind them, they found the orange pony they thought was hiding, standing on her hind legs and grasping a pitchfork with both her forehooves.

“What are y’all doin’ on my ranch?” she asked, furrowing her brows and tensing her muscles.

Dash was quick to draw out her sword and lounge forward, locking her gaze with the farmpony’s. Rarity stepped in to desperately prevent the situation from escalating into a conflict.

“Please, we are not here to look for a fight ,we assure you.” She gestured towards Rainbow, who huffed and lowered her weapon, but still kept it on her hooves, ready for action. “We are just looking—”

“Lookin’ for trouble, that’s what you’re lookin’ for!” she hollered, thrusting her pitchfork forward in a taunt. “Y’all will take that ship and those pirates away from my ranch this instant, if you know what's best.”

“Shut your trap, mule!” Rainbow Dash yelled back, readying her sword once more.

“Calm down, Rainbow,” Rarity said with an unusual calmness as she placed one forehoof on her quartermaster’s shoulder and lowered her sword with the other. “She’s not a unicorn, nor is she’s with them. There is no need for a fight.”

Rainbow Dash grit her teeth and glared daggers at the farmpony, but relented and scabbared her weapon.

“Yeah, that’s right. Now walk outta here before I get my brother!” Applejack ordered in a voice that made her threats seem very palpable. Rarity, however, remained collected:

“I’m sorry, miss...?”

The orange mare hardened her gaze towards Rarity before replying: “Applejack.”

“I’m dearly sorry, miss Applejack, but we can’t and won’t leave the premises.” She saw the orange mare grit her teeth and open her mouth to voice her opposition, but cut her short.

“We need a place to hide until our airship is properly repaired and I’m afraid that your ranch is the only place that is both far enough from the town for us to remain hidden and close enough for us to get supplies.”

“The hay you are! I’ve got enough troubles at the ranch without you folks comin’ around!” Applejack shouted, stomping on the floor for good measure. The room was locked into a deathly stare where each of the three ponies exchanged glances with various shades of distrust and hate.

Applejack turned towards the door when she heard hasty hoofsteps from outside that were quickly approaching. Her eyes narrowed as understanding hit her like a brick. She jumped out of the way before the barn’s doors were barged open by frantic members of the crew.

“Captain, we heard screams! We came in to—” Cheerilee was cut short when she saw an orange blur coming from her left. Acting quickly, she jumped out of the way as Applejack thrust her pitchfork forward, sinking it onto the wooden floorboards. She desperately tried to dislodge it, but much to her dismay it remained still.

The pirates wasted no time in circling her, slowly closing their snare. Applejack let go of the pitchfork and bucked wildly into the air before realizing that nopony had even tried to touch her. Rarity studied her behavior and saw her anger petering out as a result of her confusion. Applejack began looking back towards the house through a window and Rarity could notice a cocky smile appearing on her face. Seeing through the mare’s thoughts, Rarity coughed lightly to get the orange pony’s attention.

“You told us your brother was in there. So... the reason you’re here while he stays at home must mean that he’s protecting somepony.”

There was no doubt that her guess had been correct. The smile was quickly washed off of Applejack’s face as she tensed up.

“What ‘bout it?” she asked cautiously.

“I know you won’t believe me, but I know what it’s like trying to protect somepony. It’s horrible, that feeling you get when you don’t have any control over the situation and lack the power to keep the ones you care about safe.

“To be perfectly frank, you know as well as I do that you cannot fight and entire pirate crew. However, unless the Celestian propaganda has completely poisoned your skull, you also ought to know that we don’t want any more trouble than is strictly necessary.”

Applejack’s gaze hardened as she studied Rarity intently. Her brows were coated with cold sweat, but she dared not make any movement.

“Neither of us wants a fight, but if it comes to that, you will lose. As much as you might hate it, its in your best interest as a protector to let us stay.” Rarity’s gaze was completely expressionless. Something that made Applejack frantically look to the many pirates surrounding her, trying to find the faintest hint of deceivance in Rarity’s words.

The seconds felt like minutes for Applejack, who was expecting the pirates to jump her at any moment. However, true to the captain’s words, they didn’t seem intent on attacking unless provoked first. She cringed for a short moment before letting out a dejected sigh.

“Alright. Y’all can stay for the time being. But I’m watchin’ you,” Applejack stated, pointing to Rarity. “If you or any of your kin make any sort of trouble I’ll...”

Applejack’s sentence trailed off and she huffed before turning around. Rarity ordered the pirates to back off as she walked outside her encirclement and towards the open air. Once the farmpony had disappeared through the door, Rarity was quick to turn to her quartermaster.

“Rainbow Dash, I want you to keep an eye on her from a distance. Do not confront Applejack, but make sure she’ll be keeping her word,” she ordered.

Rainbow nodded once and walked outside. Rarity peeked through the door and saw Applejack some distance away, partially obscured by a bush and a few tufts of grass. Rainbow Dash positioned herself a few hundred hooves away from Applejack, where the environment blocked the line of sight.

As the rest of the crew busied themselves in getting the large airship inside the barn, Rarity walked around, inspecting the place. Many tools were available for Pinkie Pie to use but sadly, all of them were meant for farm labor. She stopped when she saw a brown stetson on top of a pitchfork’s handle, right behind a big block of hay.

“Oh, hello there,” she uttered before taking the hat.

Applejack walked away from the barn with stiff vacant steps. Once she had gotten some bit into the orchard, she stopped and glared over to a nearby tree. The rage she had suppressed welled up inside of her and she gave the tree a good hard buck, causing a couple of overgrown apples to fall down around her with dry ‘thuds’.

Damn pirates, I knew I wouldn’t be able to hold them off on my own! Why did they have to rub my face in it? She sighed and tried to push the thought away as she walked back towards the farmhouse.

* * *

Rainbow Dash quickly hid behind a tree and waited for Applejack to distance herself before galloping to the back the the farmhouse and peeking through a window. She saw an elderly green mare tightly grasping a metal pot in her hooves and looking like a general ready for her greatest battle. Next to her stood a big, red stallion who smiled when he saw Applejack nearing the house, but still kept hovering protectively over a young cream filly.

The filly tried to peek over the front’s window pane only to be grabbed by, what Rainbow could infer, her big brother’s strong hooves. When Applejack entered the farmhouse and bucked the door closed, all their eyes were on her.

* * *

“Oh goodie, the scout is back. Report, soldier!” the old mare demanded, stomping a forehoof on the floor. Applejack breathed a bemused sigh as she noticed the rusty pot in her hooves and the military helmet on top of her head. She opened her mouth to reply, but before she could get any words out she was interrupted by a volley of questions from the cream filly.

“Did y’all see the pirates, sis? Were they scary? Did they ride dragons? Did you get to see the Sky Matron?” The filly blurted out with a speed that could rival Pinkie Pie’s. Applejack’s demeanor drooped and she shook her head before replying:

“The pirates aren’t goin’ to be a problem, Apple Bloom... I hope.“

“Big sis, what happened to your hat?” Apple Bloom asked, pointing to Applejack’s golden forelock. It wasn’t until then Applejack realized with wide eyes that the familiar brim was no longer in her edge of vision. Aw, shoot!

“Big Mac, Granny Smith, take care of Apple Bloom. I’m goin’ out again,” she announced before walking outside once more.

For every step Applejack walked towards the barn she wanted to take two steps back. Biting her lower lip, she looked behind to picture an escape route in case things didn’t go well. The feeling of insecurity when inside her own property made her grit her teeth, but she shook off her feeling of trepidation as she reached the barn. She was about to knock on the door but stopped herself. What the hay am I doing? This is our barn! she thought as she grunted with displeasure.

She kicked the door open, drawing the looks of the pirates inside towards her. She barely had time to shot an icy glare of her own before she felt herself being gripped by Cheerilee. The mare held Applejack with one forehoof whilst the other pressed a knife to her throat. But once the initial confusion died down, Cheerilee’s eyes widened and she promptly released the farmer.

“Oh, it’s you. I’m so sorry!” she said hurriedly. “The captain told me you’d probably come back tomorrow so I didn’t know who to expect.”

“She did?” Applejack asked, still reeling from the shock of having a knife pressed against her throat. “Where is she?!” Cheerilee sheathed her weapon, and gave her an apologetic look that calmed Applejack down somewhat.

“She is in the captain’s quarters. In the poop cabin,” Cheerilee replied, causing Applejack to raise an eyebrow.

“The whatnow?”

“The stern!” Cheerilee said, rolling her eyes. Applejack’s only reaction was to shoot her another confused look.

“The rear end of the ship,” she tried once more. “You may climb aboard, just remember to knock before you go in. The captain is very picky about that.”

Applejack huffed and trotted towards the ship, glaring at the few members of the crew not out on errands or exploring the environment. The pirates ignored her as best as they could, unwilling to start an unnecessary fight.

It occurred to Applejack that she had never actually seen a pirate ship up close before. Her breath got caught in her throat before she saw that the Elusive was not like a large flying animal, like she was told from gossip and folk tales. Instead, it seemed to be some sort of contraption built around the base of a regular sailboat. She quickly suppressed a chuckle when she remembered one particular pony telling her that sky pirates rode on dragons.

Her eyes met the airship’s wings, making her scrunch her muzzle. Days above ground without ever getting to feel the earth beneath your hooves. Just clicking your horseshoes against dead wood... who’d ever want that?”

Applejack struggled a bit with the stepladder as she climbed aboard. Once on the deck, it was easy for her to find the captain’s quarters. She walked towards the double doors and pushed them open. Her ears perked up as she heard music coming from a phonograph. Reminds me of what my family used to listen in Manehattan. What kind of pirate listens to this fancy-schmancy stuff? Applejack thought as she slowly walked inside.

Her eyes widened as she laid eyes on the captain’s many expensive decorations and her multitude of books. She shook her head and walked towards an open double set of doors and peered in. Rarity was rummaging through her closet, humming along with the music, completely oblivious of the intrusion.

To Applejack’s surprise, she pulled out a fluffy pink and baby-blue dress and draped it lazily across her back. After fudging with the gown a bit, Rarity looked at the mirror and sighed to her reflection.

“I haven’t had a chance to wear this in a while, and its just coming back in style too,” she muttered to herself. “Why don’t I ever get to wear anything that looks this smashing? Wearing nothing but a red coat does get tedious after awhile.” She paused to put the dress back in its hanger.

“But I suppose my crew wouldn’t respect me as much if I charged into battle with pigtails, don’t you think?” She said to the mirror and puffed her hair with a forehoof. “Thought so,” she added as if it had replied. She went back to the closet and took out a folded tuxedo.

The option to butt in before this situation turned into outright spying entered the mind of Applejack, but she was overcome with a voyeuristic thrill and opted to continue watching.

“Anyway, to business,” Rarity muttered to herself as she produced a clipbook lavishly studded with gemstones from her desk. It took Applejack a while to see what was in it, but eventually she figured out: it was a collection of newspaper photos of various ponies who she didn’t recognize, but they all looked very important judging by their formal attire. Rarity flipped the pages gingerly as she hummed to herself.

“Amethyst Glare? No, she’s too thin... High Horses? Like he’d be caught anywhere near Ponyville... Ampersand? Let’s get real... William Wright? Hmmm, looks like I could pull that one off...”

She opened the bottom drawer of her desk and fumbled with it for a short while before pulling out a small container with a gray powder. She removed the cork from the container with her teeth and spread the powder over her coat and mane. Applejack’s eyes instantly widened as she saw Rarity began to age very quickly, until she looked roughly twenty years older. After the effects ceased, she walked back towards the mirror and began to meticulously analyze her reflection.

“The coat looks fine, but my mane is far too dark and long...” she noted. Her gaze lingered on a pair of scissors briefly before she quickly tilted her head away.

“No. I’ll just hide it under a hat. It’ll be fine...” she murmured as she began to check for any imperfections on her disguise. “Yeesh, I hope this stuff washes off...” she mused before continuing to hum for herself. She took a black top hat from her closet and neatly placed it over her head before walking towards the mirror once more.

“My eye color doesn’t match, though. Hmm...” She rummaged through the drawer some more before finding a pair of round smoked glasses that bore at least a vague resemblance to the glasses worn by William in the picture.

“This will have to do,” she commented after placing the pair over her muzzle.

As the whole scene unfolded, Applejack tensed up. It became impossible for her to just watch without somehow feeling that it made her an accomplice. She cleared her throat, causing Rarity to tense up. Slowly, the now bespectacled and gray pony began to turn around bearing a forced, polite smile towards Applejack.

“Why, hello darling,” she began in a stilted manner. “Didn’t Cheerilee tell you to knock?”

“My barn, my rules,” Applejack deadpanned.

“Ah yes, I suppose you’re right. I apologize, it was rather impolite of me. We’re your guests after all, are we not?” Rarity replied with a smirk calculated to get on Applejack’s nerves. She opened her mouth to respond, but was interrupted when Rarity simply trotted to the closet and produced something from the top shelf.

“You’re looking for this, I imagine?” Rarity said and tossed Applejack her stetson hat. “It’s not my taste, I must admit. But it has sort of a rustic charm to it.”
Applejack narrowed her eyes, unsure on whether she should feel insulted or not.

“So what’s your style then?” she said mockingly and pointed towards her head. “Black top hats?”

“Ah, n-not really...” Rarity stumbled over her words, sounding like she was trying to claw her way out of a trap. “It’s for a little thing I need to do...” Applejack stared at her with narrowed eyes as she closed the snare.

“Are you gonna go swindle some poor pony?” she asked bluntly. Rarity no longer squirmed uncomfortably trying to retain her elegant facade and resigned to Applejack with a somewhat sad tinge in her eyes. She let out a deep sigh.

“If I really were up to no good, do you think I’d tell you?” she asked.

“No?”

“And I if I weren't but told you, would you believe me?”

“... no!”

“Then what would be the point of me telling you anything?” Rarity concluded as some of her superior air returned to her. “Now please step out of my cabin, if you’d be so kind. I trust you to find your way out of here? It’s your barn after all.” She ended with a haughty smile that not just struck, but practically pounded on her host’s nerves.

Applejack let out an annoyed roar from deep down her throat and stormed out of the cabin, kicking the door closed. She simply trotted past Cheerilee, ignoring her every attempt from the mare to strike up a conversation. Applejack came halfway to her house before curiosity overcame her and she began to track back towards the barn.

Seeing Rarity exiting it alone, Applejack jumped behind a bush and studied her as she made her way towards Ponyville. The farmpony almost didn’t recognize her, even though she had watched her put on the disguise. The way Rarity walked was completely different; she staggered a bit as if she was a pained, but hurried like an old stallion who had at least three more important places he’d like to be right now.

Applejack turned herself into Rarity’s shadows as she stalked the disguised pirate across Ponyville. Several ponies who came across the disguised captain stopped to greet her, bowing down so deep their foreheads hit the dirt. Every time, Rarity would dismiss them with an irritable whip of her hoof.

Applejack lowered her brow in disgust every time she saw this display of subordination to a false authority. At first, it seemed only baffling and somewhat pointless, but once she started to approach the mayor office of Ponyville, Applejack grew more alarmed.

A highly ranked government official was hardly the most inconspicuous disguise. Rarity however, was no stranger to attention. Fortunately for her, she managed to project enough of an air of authority that nopony would dare to question her even though her disguise was far from perfect. She risked letting out a satisfied smile from behind her hoof and her darkened glasses as she approached Town Hall without incident. The stage lost a fine actress when I decided to pick up piracy, she thought confidently.

Her thought process was interrupted by the sound of hooves hurrying towards her on the dirt road. Before she could react though, somepony tackled her into an alley, sending her top hat tumbling down along with a couple of scrolls from her tuxedo.

With a skillful maneuver, Rarity managed to grab a hold of the attacker’s fetlock and landed on top of her, pressing one hoof against her throat. Her eyes widened as she gazed on her attacker, who was wearing a pained expression after the sudden and unexpected landing.

“Applejack!” she half-shrieked. “Good heavens, what do you think you are doing?”

“Stoppin’ you from connin’ honest pony folk,” Applejack remarked, gesturing towards the document lying on the ground of the dirty alley. Rarity gave out an annoyed growl at the accusation.

“Oh for Luna’s sake! I’m not... just read the paper!” Rarity let go of her assailant, allowing her to get back on her hooves. Applejack glared angrily back at her before walking to the documents and swiping them from the ground. Rarity looked around to see if the two had been noticed while Applejack browsed through the lines of text. She struggled through the neatly brushed script and the obtuse vocabulary and her eyes grew wider with every word she read.

“But this... what could you possibly gain by...” she trailed off, looking at Rarity incredulously.

“I made a mistake, okay? The hospital was in financial straits, but I couldn’t exactly go up to the front desk and go ‘arr, ah be donatin’ me booty to des ‘ere establishment, want me stolen gold?’“ Rarity’s imitation of a pirate accent caught her off guard and Applejack couldn’t help but let out a short burst of giggles.

“So I had one of my crew sneak into the hospital and deposit a rather handsome sum in bits to the hospital’s meager treasure chest. Nopony ever suspects a reverse burglary. However, I planned it badly, we should’ve spread it out over time. Such a sudden acquisition of wealth did raise some eyebrows,” Rarity said, looking somewhat gloom. Applejack remained silent, wanting to hear the explanation to its end.

“And then, somepony with too much time on their hooves connected it to the recent burglaries. Now the hospital is being investigated. Noble ponies are way too protective of their wealth, if you ask me.“ She coughed meaningfully.

“Anyway, since the whole mess is my fault to an extent, I was going to clear it up with this document here. Give them something that looks good and official enough so that nopony needs to worry their pretty little heads.”

“So you are seriously expectin’ me to believe that you are stealin’ from the rich and givin’ to the poor like some buckin’ Robin Hooves just out of the goodness of your heart?”

“Believe whatever you want to. I had no intent of telling you this. You can think I’m a bloodthirsty buccaneer for all I care, as long as you stay out of my way,” Rarity added sternly before gesturing towards the Town Hall.

“There’s no way in hay you’re gonna be able to fool anypony in there with that shoddy disguise!” Applejack said, poking Rarity’s chest with a forehoof and messing her chiqué tuxedo.

“Oh really? Then watch me!” she muttered and slapped Applejack’s hoof away.

Applejack watched in awe as Rarity resumed her elitist façade and trotted confidently to the large building. After shaking her head, Applejack followed her path, always standing a few steps behind whilst trying to look inconspicuous. She stayed by the door while Rarity went inside and walked to the secretary, a creamy pony with a pink mane that had a very weary expression on her face. Rarity paused for a moment and looked at her nametag, which announced her as Ivory Scrolls, before resuming her confident trot.

“Sir? You need to get an appointment to speak with mayor,” the secretary said, sounding more bored than concerned. To this, Rarity merely grumbled something unintelligible and practically threw the document on her desk.

Ivory Scrolls’ eyes widened as she grasped the paper. “What’s this?” she muttered to herself and looked up to the stately gentlepony in front of her.

Through her disguise, Rarity rolled her eyes and slowly shook her head in annoyance, giving off a sense that the secretary should already know what this was about, and if she didn’t she wasn’t doing her job properly. Flustered, Ivory began reading the scroll, hoping that it’d get her up to speed Once the significance of this paper hit her, she let out a wide-eyed gasp.

“Ah, y-yes, I see, sir. I-I’ll take care of this right away, sir,” she stammered, to which Rarity merely huffed and turned around, trotting to the exit with her nose high up in the air. She trotted out and had to fight back the urge to laugh at Applejck’s awestruck expression.

She had been waiting outside with a chin that nearly touched the ground in dumbfounded amazement. Rarity simply walked past her, still deep in the role, but gave a faint nod commanding Applejack to follow along. She made her best attempt at looking like she just happened to be going the same way until they were a dozen or so hoofsteps away from the town hall and Rarity felt safe to shed her disguise.

The transformation was swift, but no less baffling. She simply removed the glasses and hat and let her bangs flow down over her face. With a quick shake of her head, she ordered them back into their usual curl, making her look like herself again, albeit still twenty years older. The pained limp of an old statespony got replaced with her own swift, graceful way of walking and she looked back towards Applejack with a warmer smile than before.

“So, what did you think about that?” she asked once the farmpony had caught up with her.

“I can’t believe they bought it!” Applejack whispered back, failing to hide her awestruck chuckle. She had the look of a filly who just went along with one of her friends silly pranks.

“It’s all in the attitude,“ Rarity informed her as she continued to march in her aristocratic pace. “As long as you convey an air of authority ponies aren’t going to question you, lest they get into trouble. We got Celestia to thank for enforcing that tendency,” she added through gritted teeth.

Applejack was slightly taken aback by the way the Sky Matron reacted to the Queen’s name. For some reason, Rarity’s display of anger made her think back to Sweet Apple Ranch and her family. Her stomach began to churn bitterly as Rarity’s words from before repeated themselves inside her mind over and over again.

I know what it’s like trying to protect somepony.

The mental image of Apple Bloom cowering in fear as Big Macintosh stood paralyzed flashed before her eyes. Applejack quickly shook her head before shooting a glance at an oblivious Rarity. Something clicked in her mind as she observed how much pent up anger the captain had. Part of Applejack still was reluctant to accept what she, deep down, already knew. The queen is using this kind of fear to control us, it just ain’t right.

Applejack shook her head, trying to gather her thoughts. But Rarity’s speech was imprinted on her brain like someone had branded it on the back of her skull.

It’s horrible, that feeling you get when you don’t have any control over the situation, and lack the power to keep the ones you care about safe.

“Miss... uh... Rarity?”

“Yes, Applejack?”

“I’m... I am... uh...” Applejack fumbled for words in her brain, but she couldn’t pick a proper way to voice her request. She breathed a deep sigh, to which Rarity turned to look at her with one raised eyebrow. “Would... dagnabbit! I’m not good with... Gah!” Applejack grunted in frustration and stomped hard on the dirt floor.

“Are you alri—”

“Would you like to come an’ have dinner with us?”

“A dinner? Are you crazy?” Rainbow Dash exclaimed, flailing her forehooves around. “They’re gonna trap you and hand you over to Celestia for sure!”

Her words echoed in Rarity’s head as she walked towards the house. Her long sky blue dressed trailed behind her, the cool evening wind got playing in the light, but elegant fabric. Her head was adorned by a weaved hat, miles away from her plain captain’s cap. A large lavender brim framed her face and the floral details that lined its side added a playful touch to the outfit.

Somehow her hooves refused to move by themselves and she had to force them forward. The one thing driving her was her reluctance to go back to her quartermaster whom she had raised her voice to. What am I supposed to say? That I’m tired of eyeing everypony with suspicion and would like to have a nice pleasant dinner with somepony for once? That even if we can get the trust of even one lowly farmer, we’ve at least accomplished something and I don’t need to feel like I’m swinging my hooves at a shadow?

Rarity kept trying to justify herself, but as reasonable as her arguments sounded, that niggling doubt in the back of her head refused to go away. And as she walked towards the front door, once again, her muscles seemed to clench.

She forced herself out from her stupor and sighed before knocking on the door. She awaited a few moments before raising her forehoof to knock on it again. Just as it was about to hit the wood, the door opened slightly and an elderly, green suspicious face greeted her.

Rarity nearly got her heart caught in her throat seeing the old mare wearing an army helmet. But her fears turned to confusion when she realized that the helmet didn’t match any of those used by Celestia’s army and the patina on it hinted that it was at least a hundred years old, if not more.

It took all of her social training to repot over refrain from commenting on the mare’s odd choice of headgear. Instead, Rarity bowed slightly to her in a style usually only practiced in the finest salons of Canterlot and Manehattan.

“Good evening, madam,” she said in her most amiable voice and smiled warmly.

Granny Smith kept her gaze focused on Rarity, frowning all the while. She found herself locked into a staring contest with the wrinkly eyes underneath the turtle green helmet, pushing Rarity back into nervousness. She might’ve cracked from the sheer oddity of the situation, but Applejack came unwittingly to the rescue, appearing behind her grandmother.

“Please, Granny, take that silly thing off. You’re scarin’ our guest.” Applejack placed a forehoof on Granny Smith’s shoulder, who broke her gaze away from Rarity in order to look at her granddaughter.

“Oh really?” she said and shot Rarity another critical glance. “I know what you’re up to,” she said in a voice that made Rarity break out in cold sweat. “But lemme tell ya, my granddaughter ain’t no fillyfooler! So don’t even try, y’hear me?!”

Applejack instantly blushed and tried to hide herself with both forehooves. Rarity’s eyes went as wide as saucers as she frantically looked to her sides at a loss for words.

“I- I uhm... I uh... what?” she managed to blurt out through her mental daze.

“Don’t worry, Lady. Granny’s just been grumpy ‘cuz she saw some of them scary-looking pirates land nearby,” Apple Bloom chirped in as she walked in the living room.

“Oh yes, I heard about that. How unfortunate,” Rarity said in a faked casual voice and laughed nervously before turning to Granny Smith. “I can assure you, madam that I don’t have any romantic intentions towards your granddaughter. I just got here from Canterlot, and Applejack said she wanted to show me some old fashioned Ponyville Hospitality.”

Rarity glanced over to Applejack, both begging for help and hoping that she wouldn’t take her lie badly. The mare scrunched her muzzle and quickly looked away, but didn’t react in any way otherwise. Granny Smith’s hard, doubtful eyes locked with Rarity’s once more, stretching out the seconds before the elder’s face shone up.

“Well, of course, dearie! Let’s get you some apple pie... and apple tarts.. and apple cinnamon crisps... and apple bumpkins... and apple fritters, apple pancakes, apple cakes, apple cider and caramel apple!” Granny Smith pulled Rarity’s forehoof, leading her towards the dining room.

The captain couldn’t help but be even more taken aback by the sudden mood shift. Applejack stepped aside and granted both mares passage before closing the door behind them.

Granny Smith showed Rarity to the living room whilst maintaining her bear-like grip on the Sky Matron’s hooves, chanting dinner options all the while. Rarity gasped in surprise when she saw the old maple table set with an abundance of rustic, hoof-crafted dishes along with various apple-related goods fresh from the oven.

A rumbling from Rarity’s stomach reminded her of trial and tribulations of the pirate life; filled with brief periods of feasts followed by long periods of starvation. She did try to suppress her most ravenous urges, but Granny Smith was an experienced hostess and could detect the hunger in her eyes.

“Go right ahead, dear,” she ordered, with a warm smile that didn’t entirely hide her suspicious glances.

Regardless of the invitation, Rarity waited until all the family members could be seated, a task only made possible by conjuring up all the self control she learned as a socialite pony.

“So, what are you doing in Ponyville,” Granny Smith asked. “We don’t exactly get a lot of ponies like yourself out here.” It took Rarity a while to figure out what the old pony meant.

I her mind she was far from beautiful, just worn down and weary. Piracy had left several unflattering marks on her and she knew the location of every hidden scar. Her appearance was also not helped by the fact that the powder had left a grayish stain on her coat that refused to wash away. But in spite of that, she apparently had an elegance to her that years of strife and hardship had failed to take away.

“Well, I’m a tailor... But I haven’t had much luck recently,” she replied, trailing off before she could trap herself in a complicated web of lies. This was enough to make Apple Bloom shine up. The filly stomped on the table and, with an enormous grin, looked at Rarity.

“Oooh, Ooooh! Have you heard about the Sky Matron, then? They say she used to be a tailor from around here. Mmh hmm hm-hm o’ the mare o’ the sky, a tailor from Ponyville who knows how to fly...” She began humming a few bars on a corrupted version of Lyra Heartstrings’ old song, but was quickly silenced by a stern Applejack.

“Apple Bloom! I told you not to sing that song! What if somepony hears you?” This failed to deter the filly however, who was well-on her track on one of her favorite subjects.

“But pirates are the good guys, aren’t they? They help those who need it and go on adventure to find treasures!” The little filly beamed, forcing Rarity hide a small smirk of her own as Applejack’s warning eyes met hers. “When I grow up I wanna be a pirate!” At this, Rarity felt it was too much and couldn’t help but chuckle lightly.

“Oh, how I wish that to be true!” she said, making Applejack glare at her. “Truth is, most pirates are only in it for their own benefit, caring little for the common pony.”

“Oh.” Apple Bloom sighed, but her wide-eyed enthusiasm refused to go away. “But there are good pirates right? When I become a pirate, I will give all of my treasure to farmponies so they don’t have to sell their farms and move every time Celestia wants to expand the city. And if Celestia comes and try to force them away, I’ll take my sword and I’ll—” She jumped onto the table to demonstrate, sending apple pies flying in all directions.

“Take that! And that!”

She swung her imaginary sword wildly, slaying equally imaginary opponents before Applejack grabbed a hold of her in a bear hug, forcing her to calm down. In Apple Bloom’s wide innocent eyes, Rarity could see a shadow of her own sister, attacking life with equal amounts of naive enthusiasm. If she was still alive, I think these two would’ve been very good friends.

“Well, who knows, maybe you’ll be a pirate someday,” Rarity let slip with a chuckle.

She suddenly became aware of a deathly cold that hit her and crept down her spine. Looking up, she found Applejack staring into her soul with narrow eyes, oozing discontempt.

“My sister ain’t becoming no pirate, y’hear?” she roared.

“And who are you to decide that?” Rarity snapped back, all sense of politeness and etiquette having disappeared from her mind. “You can’t control her life!”

Applejack hit the table with a forehoof, sending her plate to the floor. Only the sound of the shattering porcelain was enough to halt her will to tackle Rarity where she stood. She suddenly became aware of her family’s startled gazes lingering over her. She huffed before turning around and walking with heavy steps to the entrance. She opened the door and turned her head, glaring once more towards Rarity.

“I don’t wanna see your in our home ever again!” she shouted and slammed the door with enough force to visibly shake the wooden walls of the farmhouse.

Rarity immediately regretted her outburst as she saw Apple Bloom hugging her brother, eyes brimming with tears. Granny Smith who also looked fazed by her granddaughter’s outburst, turned her sad eyes towards Rarity. The eye contact lingered for a fraction of a second, but it was enough for her to understand its plea.

“I apologize to all of you for ruining this dinner,” she said, ignoring her stomach’s complains.

Without another word, she turned around and silently walked out the front door of the Apple’s house. She breathed the cool air of the night and felt a nearly magical inner peace like she never had before, nulling her shame for the situation that just took place.

A few starts faintly shined in the dimly lit sky, adding a bit of gloom to her serene mood as she thought back about how the night sky must have been beautiful when Princess Luna helped to rule Equestria. Hearing hoofsteps, she looked to her left and saw Applejack walking with haggard steps towards the edge of the orchard completely oblivious of Rarity’s presence.

She bit her lip as she watched her slow steps; her presence alone had already caused enough trouble as it was. She thought about approaching the mare to talk, but the farmpony’s expression, unless when angry, was almost unreadable. As if on cue, a gentle breeze came from behind and ruffled her mane and coat, seemingly pushing Rarity forward, as if urging her to go.

She waited a few moments, just observing Applejack as she walked. She stopped by the fence and got up on her hind legs, resting her forehooves onto the white railing before she breathed what surely looked like a weary sigh.

Rarity walked up to her and stopped by her side, keeping her distance out of respect more than wariness. Applejack acknowledged her presence, but did not act likewise; keeping her gaze fixed on the dark sky above.

“Just so you know, I never intended to recruit Apple Bloom to be a sky pirate,” Rarity said to her, ears dropped down apologetically.

“I know.” Came Applejack’s nonchalant reply.

Rarity perked up a bit, glad to see that the farmpony had calmed down. For a moment they both just stood there, gazing into the distance, with nothing pressing to say to each other.

“It’s beautiful, isn’t it?” Rarity said, unaware how she should break the ice without resorting to petty small talk.

Applejack smirked briefly, having taken notice of the fact but remained silent nevertheless. Both mares kept looking at the pitch black sky as they both heard nature’s symphony. Being so distant from Ponyville, Rarity was able to hear the cricket’s chirps and the leaves’ rustle with perfection, something that complemented the scenery further. After a few moments of enjoying the visage, she turned to Applejack:

“Thank you. For not telling on us.”

“Thank me? Y’all pretty much forced me to be quiet. Lest my family gets hurt by one of you pirates,” she grumbled.

“I’m sorry about that. But still, I must thank you. You could’ve went to town... called a few ponies. And yet you didn’t...” AJ remained silent for some time, apparently deep in thought.

“I was just doin’ the right thing.” She muttered silently.

Rarity turned to the mare with a quizzical expression, but remained silent, allowing her to further clarify herself. “This... this ain’t right. I may be a simple farmpony, but I... I know that y’all aren’t,” she stopped for a moment and drew out a long sigh. “Things are bad... it’s just that nopony is able to notice...”

Rarity nodded, understanding the mare’s silence perfectçy. They kept looking the darkness above before Applejack continued. “I... I just keep thinkin’ about my family’s safety, y’know? Celestia’s goons and I aren’t exactly on good terms... we already got ourselves in a bunch of trouble with them in the past. And you comin’ here makes it all even worse if one of them were to show up.”

“I’m terribly sorry that our intrusion is making things especially hard for you, Applejack,” Rarity said in the most comforting tone she could muster. “I promise you that as soon as the Elusive is able to handle herself on air again, we will leave you and your family alone. Don’t worry, my crew is trustworthy; they know how to keep a secret.” Applejack shot her another icy glare before snorting. Rarity frowned slightly at this.

“Listen-I know you don’t trust us... and I’m not asking for your trust, Applejack. But I really am thankful for what you and your family are doing. Just know that I won’t forget it.”

Applejack looked at Rarity for a moment before slowly tipping her stetson hat. Rarity nods and slowly walks towards the barn, leaving Applejack alone with her mullings. She kept her weary gaze fixed onto the neatly dressed captain until she disappeared behind the barn’s doors. Her eyes lingered briefly at the wooden building before turning towards the stars above.

Images of her foalhood flashed before her eyes, flooding her being completely. The first time she tried apple bucking with Big Macintosh and hurt her hindlegs. The way her parents carefully embraced her when they finally found her after she decided to spend a whole afternoon in the forest alone to prove that she was a big pony. The day she found out she would be getting a little sister. Her mother’s reassuring smile after a nightmare had caused her to run teary eyed to her parents in the middle of the night. His father’s proud smile as she had to take over his work during cider season. I remember back when getting a cookie after dinner was the crowning achievement of my day, she thought and let out a weary sigh.

Life changed, and it all had happened so fast. The first signs were one of the many dinners spent in complete silence, just for a cacophony of angry shouts to erupt whilst her parents thought her and Big Macintosh to be asleep. She was just a young filly back then, but she still remembered some of the words thrown at each other during those nights.

After it had happened, everything became much too clear for her. Why her father always had those dark, round puffs beneath his eyes. Why her mother occasionally shot a longing stare into an empty bottle when she thought nopony was looking. Why Granny Smith started spending more and more time around with the three Apple siblings. As the pressures around them built up the situation just became too much to handle. Many of their friends and neighbours sold their homes, trying their luck in the big cities. The Apple family, however, had too much pride.

They kept working diligently and without complains. But as the economy’s ever-present grip tightened, they were met with no other alternative other than to sell part of their property. It was a hit that, as Applejack suspected, both her parents never recovered from. In the end, the stress got the best of them, adding up to their physical stress. It all came down to a boil on one seemingly normal day.

She never thought that it would happen as fast as it did; she never thought that it could happen at all. But life under Celestia was rough and Applejack was forced to grow up.

She allowed her eyes to drift freely as the pain from the unhealed wounds assaulted her soul. “Ma... Pa... if y’all are there, I really need your advice on this.” Her eyes brimmed with tears, but she was much too proud to ever let them touch the ground. “I don’t rightly know what to do and I’m scared.”

The stars twinkled faintly amidst the darkness of the celestial sphere above. The breeze picked up slightly, sending a comfortable shiver through her body.

“I just... I just don’t want to make the wrong decision.” Her longing eyes reached the black veil that surrounded the world as more memories brought her to the verge of allowing her emotions to spill. “I really wan—”

“Hey sis!” Apple Bloom called as she galloped towards her sister. Taken aback by the filly’s intrusion, Applejack tipped her stetson over her face, trying to hide her emotions. Apple Bloom, getting the wrong message, slowed down to a trot. “You aren’t mad at me for wanting to be a pirate, are you?” she asked with her ears flattened against her head.

Applejack just turned her head away from her sister as the filly walked near her sister and sat beside her. The silence permeated the air, making Apple Bloom unsure of what to do. Expecting a scolding, she turned to look at her sister, who was now looking intently towards the ground.

“Sis—have you’ve been cryin’?”

“O’ course not!” Applejack said and once again turned away from the filly before cleaning the moisture that threatened to pour from her eyes. Apple Bloom waited for a moment before daring another question.

“What are you doin’ out here on your own?” Apple Bloom’s left eyebrow rose along with her ears.

“I can rightly ask you the same thing, lil’ filly. What are y’all doin’ awake this late? You know that you ought to sleep after dinner,” Applejack said, trying her hardest to smile.

“I can’t sleep, sis! There’s just so much happenin’ today that I feel so excited! I mean—can you believe it? Sky pirates? Near our orchard?!” The filly was so excited at the prospect of having pirates nearby that she didn’t acknowledge Applejack’s eyeroll.

“And that lady Rarity! Gosh, she dresses up so nice! I liked her hat a lot!”

“Hey! What’s wrong with my hat?” Applejack exclaimed, faking a hurt tone and placing one forehoof over her chest.

“It’s yours, sis. I can’t rightly take it.” Applejack looked at her sister’s innocent smile before one of her own formed in her muzzle.

She took her stetson and placed it on the filly’s head. “There... lookin’ real good, Apple Bloom.”

“Gosh, thank you so much, sis! I love it!” Apple Bloom squealed and proceeded to tackle her sister’s forelegs into a tight hug, causing the oversized hat to slump down over her eyes. Applejack could no longer contain her face and streams of sparkly tears streamed down her face.

She didn’t let Applebloom untangle from their embrace until she could be sure most of traces of her tears were gone. After playfully tugging on the brim of the hat and sending the young filly straight to bed, she turned her eyes back to the sky, and mouthed a silent thank you to the darkness above.

Pinkie Pie beamed with pride as she hopped, leading Rarity into the engine deck. The silence was slightly unnerving to her. Without the symphony of wheels spinning, cogs clicking, or greased-up parts squeaking against each other, Rarity felt as if the airships’ heart had stopped. As if feeling her captain’s unease, Pinkie Pie cranked up her phonograph and began to play the triumphant opening chords of a classical tone poem.

“Behold,” she announced, trying her hardest to make her bubbly voice sound ominous. “The latest marvel of modern engineering.” Pinkie Pie gesticulated in perfect synchrony with the music. “I call him mister-pister Governator, the Tenth!”

Rarity rolled her eyes at the purposeful mispronunciation, but held her tongue. Just as the music picked up, a spotlight seemingly came to life on its own, basking the contraption with a yellow hue. Once her spectacle was over, Pinkie Pie looked eagerly to Rarity, awaiting some sort of recognition. The captain, however, studied the new device critically, not looking as enthusiastic as Pinkie Pie hoped she would.

The replacement governor was of a much cruder cut than the elegant brass-piece it had replaced. Part of it was visibly salvaged from a rusty faucet and the whole thing was held together with adhesive tape.

“Wonderful, Pinkie. It really is,” Rarity said, failing to hide the slight concern in her voice. “But when can we expect to be up in the air again? Being on the ground for too long isn’t good for my legs.” Pinkie Pie instantly began to rub her chin as she unconsciously pouted.

“Well, I still have to oil the cogs and pumps, adapt the new governor, recalibrate both the duster and boiler and test the engine once I’m done. A conservative estimate would put it in...” She let the gears in her head grind for a moment as she fast-forwarded the scenario, taking every possibility into account. “Twenty-four hours, twelve minutes and ten seconds,” she concluded, breaking out in a huge grin.

“Good, I’m sure our kind host Applejack will be happy to hear that.” Rarity turned around to leave and nearly collided with a panting Cheerilee. Rarity frowned for a moment before acknowledging the fear in her eyes.

“Come with me, there’s something you need to see! But you’ll have to stay quiet!” Rarity mentally cringed at being ordered something, but found it best to obey her.

Cheerliee led her to a knothole by the side of the barn, surrounded by many curious crewponies. When they saw their captain approaching they made way, granting her passage. Before Rarity could even peek through, she heard a familiar voice that made her freeze up and break out in cold sweat.

“We’ve heard from the children in the town that there might be pirates around,” Twilight Sparkle’s distinct voice sounded.

Looking through the hole, Rarity saw the back of Applejack’s stetson and the headsmare. She couldn’t distinguish her expression though, but her voice had a distinct tinge of annoyance that only Rarity was able to discern.

“Since when does Celestia’s Task Force listen to the idle gossip of lil’ children,” Applejack snapped. Twilight was taken aback a bit, but quickly regained her confidence.

“Oh you'd be surprised,” she said with a smug smile. “Colts and fillies are Celestia's best citizens. They’ll tell you things that adult ponies would prefer to keep a secret.” A The slight twitching of Applejack’s ears betrayed that the meaningful tone in Twilight’s voice hadn’t escaped her.

“Is that so? I thought the Task Force had better things to do than to trespass on the property of a farmer because of some child’s loose imagination.” Applejack took a hostile stance, akin to that of a cornered cat, but Twilight dismissed her with a quick flick of her forehoof.

“I advise caution. Your outspokenness is going to get you in trouble some day. I do have the authority to search your property if I should see fit. You don’t need to concern yourself tough, I just wanted to ask if you’ve seen any strange ponies or suspicious activities around. I merely remind you of your duty, citizen,” Twilight spat the last word.

Applejack fell silent and, inside the barn, protected by a comforting shade, Rarity and an entire crew of pirates waited with bated breath for her response. Some of the pirates motioned towards their weapons, but Rarity held up a hoof to stop them.

“Yeah, I've seen some new folks around town,” Applejack said in her best facsimile of a casual tone. “But I know they ain't the kind yer looking for."

Twilight analyzed this statement as the entire crew breathed a silent sigh of relief. She looked deep into Applejack’s eyes to discern any trace of lying or dishonesty but the farmpony could only assume that she passed her examination.

“Very well, you’ve made your choice. I’m sorry for keeping you,” Twilight said before leaving. Even from this distance, Rarity could see beads of cold sweat breaking out on the back of Applejack’s neck. The captain remained ominously silent as the crew watch her in concern. Feeling their glances against her back, she turned around to address their fears.

“Don’t worry everypony, the unicorn is gone... for now.”

Intro

The Ballad of The Three Pony Tribes

“Three ol' tribes when the world was young
With a windigo wind their hearts were stung
The Pegasi with wings to fly
Unicorns made the evening sky
the Earths they grew wheat and rye
—Yo ho, yo ho
But in an ice-cold storm nothing can grow
the fields were drowned in hail and snow
their hooves just scraped upon bare ground
—Lick the salt, and pass it around, yoho!

Three pony leaders with hearts so brave
but two were the masters, one was the slave
Hurricane with a thirst for blood
Platinum with her fear of mud
Puddinghead... who just was very strange
—Yo ho, yo ho
They each set out to follow a star
found the same place and started a war
flags were risen and the trumpet sound
—Lick the salt, and pass it around, yoho!

Puddinghead with her weapon out
said: ‘Sun, moon and clouds we’ll do without!’
to Hurricane when his head fell down
To Platinum with her worried frown
said: ‘this is where I’ll build my town’
—Yo ho, yo ho
Swiftly dying with a knife in throat
left Puddinghead with time to gloat
‘fore her body fell bleeding on the ground
—Lick the salt, and pass it around, yoho!

But Puddinghead, she needed heirs
so she gave birth to three young mares:
Celestia, she was the first
Luna second, though she was cursed
and a third one but she died at birth
—Yo ho, yo ho
The curse on Luna, it took hold
Like a windigo her heart turned cold
by hate and rage, she was bound
—Lick the salt, and pass it around, yoho!

Celestia rules with an iron hoof
Just look around if you need proof
But Luna would have none o’ that
her eyes shone bright just like a cat
when she came up to where she sat
—Yo ho, yo ho
into the throne room to challenge her rule
that’s when she learned this pony is cruel
said ‘this cruel old mare she must be downed!’
—Lick the salt, and pass it around, yoho!

Luna gathered her resistance
poor young mare she had no chance
rebels ruled ‘till the army came
This land will always be the same
for Celestia, no force can tame
—Yo ho, yo ho
the rebellion snapped just like a twig
Luna got to dance the hempin’ jig
Her body never put in sacred ground
—Lick the salt, and pass it around, yoho!”

~From Equestrian Shanties, compiled by William Wright