"I think I'm going to cry. My little sis, finally going on her own grad night. All grown up," Cliff Chaser said as he pretended to cry, wiping away fake tears. "Scarlet, you are going to love it. You will make so many memories and lifelong friendships, just as I did four years ago."

Scarlet Flare pulled out of her brother's suddenly suffocating hold, giving him a look. "Cliff, you didn't make it past security. You were arrested for trying to sneak alcohol on the airship as an underage student. What memories are you talking about?"

"Okay, one: technically, I was no longer a student for two hours since I had already graduated. And two: I still made memories. It doesn't matter where they happened. I still made friends. A relationship shared by the commonality of being ex-felons."

Scarlet rolled her eyes. "You were in jail for three hours, Cliff. That doesn't make you some gangster badass ex-felon. And besides, your crimes were misdemeanors, not felonies."

"You know what, you hair-brained brat, I have half a mind to–"

"Mr. Chaser!" A voice said behind Cliff.

Cliff Chaser practically jumped in the air, turning around to see Principal Cinch standing behind him, tapping her hoof, already expecting him to be starting some sort of mischief.

"Principal Bit—I-I mean, Principal Cinch. Fancy seeing you here!" Cliff stammered, making Scarlet put a hoof to her forehead. Scarlet was embarrassed for him at this point.

"Not really, seeing as I am the Principal of Manehatten Prep Academy and this is a school-funded event. Though it is a surprise to see you here, Mr. Chaser seeing as you already graduated."

"Oh. You know. Just droppin' my little sis off." Cliff put a hoof on Scarlet's back, trying to act casual, as though he didn't just embarrass himself in front of his old principal.

Scarlet rolled her eyes and took a step away from him. He was such a jock. The only problem was, that he graduated from high school four years ago, leaving behind the high school stereotypes. But nope. Scarlet was surprised he even survived his three hours in jail without getting his ass kicked.

"Well, that is awfully nice of you. How has life been since we saw each other last?" Principal Cinch asked, sounding as though she was just asking to be polite and not because she actually cared.

"Oh, you know. Just trying to make ends meet. The struggle is real for past criminals and all that. Nopony wants to give ex-convicts a chance." Cliff said dramatically, in a woe-is-me tone, causing Scarlet to groan in annoyance.

Principal Cinch raised an eyebrow at Cliff. "Perhaps you should have thought of that before you tried to sneak alcohol onto the airship during your grad night."

"I know, Principal Cinch. So many regrets." Cliff hung his head, making a whole show out of this.

Principal Cinch just stared at him for an awkward moment, her eyebrow raised at him. To his credit, he kept up his act the whole time, sighing dejectedly and hanging his head in shame. Ugh. He was a total player.

Principal Cinch rolled her eyes, before finally turning to Scarlet, making it perfectly clear she didn't believe him. "Miss Flare. I came to tell you that you need to join the rest of your class at the boarding docks so we can start boarding the airship."

"Of course, Principal Cinch," She quickly said, wanting nothing but to prove how completely different she was from her annoying older brother.

"Good." The three of them stood in awkward silence, Scarlet and Cliff not sure if the conversation was actually over or not.

Cliff may have been the daredevil and Scarlet may have been not afraid of much, though definitely not a daredevil like her brother, but both of them feared Principal Cinch yelling at them. Though, Cliff obviously didn't fear it enough to stop him from pulling pranks around the school whenever possible.

Principal Cinch seemed to get even more annoyed. "Now would be great."

Scarlet's eyes widened before she quickly said, "R-right Principal Cinch. Sorry." She turned to her brother. "Bye Cliff. You can go now."

"Bye wittle sis," Cliff said in a voice you'd typically use for a puppy as he wrapped his hooves around her in a tight hug she tried desperately to get out of. She swore Cliff lived just to embarrass her. "I'm gonna miss my wittle sister so much!"

When she finally squirmed free, she glared at him, earning a pinch on the cheek, to which she set his tail on fire with her magic. She then walked away as he tried to stamp the flame from his tail, cursing her the whole time. Scarlet made sure to be out of sight by the time he was done, a smug smirk on her face the whole time.

When Cliff finally finished stamping out all the flames, he lit his horn and looked up, only to find his sister gone, leaving him alone with Principal Cinch who was no longer annoyed but pissed off, but there was the smallest hint of a smirk on her face.

"That little…" He started, only to be interrupted by Principal Cinch.

"Do I need to call security because you continue to pull useless pranks, or are you going to prove you actually have matured a year or two from when we last saw each other."

Cliff's eyes widened at the idea of security coming and dragging him away. "N-no, Principal Cinch. I'm going right now." He would not give his sister the satisfaction of seeing him being dragged away from wherever she was hiding. But he vowed his revenge when she returned.

On the other side of the docks, Shadow Step grabbed her saddlebag and book from security and casually flew towards the boarding docks, opening her book to read as she flew. It was called 'Tropic of Cancer' by Berry Miller. Its synopsis intrigued her, mostly because it caused so much controversy.

Suddenly, she ran into somepony, making her and the pony fall to the ground. She looked up to see a dark blue pegasus stallion that was around her age, with a black mane that had a teal stripe going down one side of it that looked like a lightning strike.

She rolled her eyes. Lightning Bolt. Of course. Captain of the Buckball team, a total popular colt.

Lightning chuckled nervously, looking up to find a grayish purple mare with a black pixie cut mane with one tuft of it a couple of shades darker than her coat, with green eyes, and wearing a leather jacket with no sleeves.

"Sorry…umm…" He started to say with a nervous smile but trailed off when he realized he didn't know her name.

"Shadow Step." She said flatly.

"Shadow Step. I'm sorry, Shadow Step. I'm not usually so clumsy but I can't find my mare friend. I guess I was so busy looking for her that I forgot to pay attention to where I was going."

Shadow blew out a bubble from her pink bubble gum before flying up, and grabbing her saddlebag from the floor. "It's cool. I wasn't exactly paying attention either."

Lightning picked up Shadow's book, glancing at it before handing it back to her. "Here's your book. Have you seen her, by the way…my marefriend I mean."

She popped another bubble of bubble gum. "Don't know who that is?"

Lightning chuckled nervously. "Right. Scarlet Flare?"

Shadow popped another bubble. "Nope. Sorry. Thanks for the book."

And with that, Shadow flew off. She almost felt bad for the guy. She probably either ghosted him or was trying to avoid him. He seemed like a nice colt.

Scarlet stared at the huge airship as she waited in the line of ponies. For some odd reason, her stomach filled with dread as one pony went on after another. She looked around for her coltfriend. Whenever she'd get anxious, he'd always be able to calm her down. But he was nowhere to be found.

"Ahem. Excuse me? The line is moving forward," a red stallion said in a black beanie.

"Red. Quit being so rude!" A dark pink and tan mare with a mane that matched her coat and green eyes said from behind the stallion. She had a pink bandana and multiple ear piercings, though they were just on one ear.

Scarlet Flare recognized him. Red Haze. He was known for having the worst temper in the whole class, if not the whole school. The only one who'd be able to calm him down was his marefriend, Melody Note. She was the shyest mare in the whole school, but when it came to Red Haze, she somehow always got the courage to tell him off. She was somehow a whole different mare.

"But the line is moving forward and she's just standing there."

"Well…maybe she's scared. Flying can be…super scary…" Melody trailed off as she looked at the airship with fear. She was also scared of almost everything. She shook her head and looked back at Red Haze. "You need to show more sympathy. If it were me in front of you doing that, would you yell at me?"

Red Haze scowled, looking away from Melody. "No." He grumbled, glaring at the crowd around them.

Scarlet was being ridiculous. These airships were supposed to be safe, right? She swallowed nervously and walked up the ramp, filling the gap between herself and the pony in front of her. She looked around, part of her wishing she had her idiot of a brother with her, the other part telling her she was being just as idiotic as him.

Cliff may have been stupid sometimes, but he was her big brother. Whenever she had to fly, he'd always make a game of it, making her forget her fear. They'd play eye spy, or twenty questions, though she was always asking the questions. She knew now they were just distraction techniques, but they still worked.

Once she was on the airship, she found a seat near the back and closed her eyes. She quickly buckled herself in, and she'd stay like that until they touched back down. She hated flying.

She took deep breaths as sweat began to form on her brow. She could feel the swaying of the airship back and forth as it hovered in the air. She had no idea how long this ride was, but perhaps a quick nap would make it go all that much faster…

"Umm…excuse me? Hellooo…Equestria to orange unicorn mare…"

Scarlet opened her eyes to see two done-up mares standing next to her seat. She looked around and found her coltfriend standing a couple of rows before her, watching her closely with a concerned expression. He was three seconds from jumping out of his seat and making sure she was alright. The seat next to him was empty.

"Hello? We're talking to you," A yellow mare with a light purple lavender mane said, looking annoyed. Next to her stood a blue mare with a pink mane. Both of them were unicorns.

Ugh. Scarlet knew these mares. Dazzle Flash and Diamond Blossom, the two most annoying mares in their class, who also happen to be the most popular. Mostly because they were the richest. Normally Scarlet would have some snappy comeback for them, but Scarlet was too stressed out.

"Yeah. We were wondering if you'd trade seats with us, so we can sit together." Diamond Blossom asked, who was always the nicer of the two.

"Yeah. Sure. Whatever, you overgrown dress-me-up dolls." She said as she grabbed her saddlebag and walked away to Lightning, sitting down next to him.

"What did you just call us?!" Dazzle Flash yelled back, making Scarlet smirk.

"You okay, babe? I know how much you hate flying." Lightning asked, holding onto her hoof.

She sighed, laying her head on his shoulder. "Yeah, I'll be fine. The sooner we get there, the sooner we get off this damn airship."

"Hello, passengers, this is your captain speaking." A voice said on the intercom. "I just wanna start by calming everypony's mind and say that this night is a wonderful one to fly in. Clear skies, perfect breeze, full moon. Now, as we're about to take off, I'd like to ask each and every one of you to take your seats and put on your seat belts. The lovely air crew will be walking down each aisle to make sure your seat belts are fastened tightly. We'll be taking off in less than five minutes. I wish you a good flight and my congratulations to you seniors on graduating. You earned it."

As the captain said this, everypony on the airship cheered and hooted, clapping each other on the back. However, seven specific ponies, could not get into all the roughhousing. Shadow Step was too busy reading her book, Red Haze kept Melody Note calm, Lightning Bolt was keeping Scarlet Flare from freaking out, and a midnight blue colt hurried to his seat, sitting next to a white mare with a pink and yellow mane and orange socks that went all the way up all four legs.

Once the flight attendants all made sure everypony was buckled in, they took their seats and buckled themselves in. The whole airship was alight with conversation as it took off, the workers untying the ropes that kept the ship in place. With a honk of its mighty horn, it took off, turning a wide west.

Scarlet took a deep breath as everything seemed to be going to plan. Everything was well and good. She gripped Lightning's hoof, squeezing her eyes shut as the ship continued forward. Shadow barely glanced up from her book, glancing around the ship before going back to it, blowing and popping a bubble of gum.

And then it shook. And then it shook again. Everypony was suddenly silent as the ship seemed to stop midair.

And then it fell and all chaos broke loose.

Everypony screamed as the ship continued to fall. There was a burst from above and Scarlet could've sworn she heard one of the flight attendants say that the balloon blew up, catching the deck above them on fire. The whole thing lasted less than a minute, but it felt like hours.

From the heat above and the fall pressure, all the windows shattered. The wood of the ship began to weaken from the heat and began breaking apart as the rudder tried to operate but failed and eventually also blew up from the pressure building from it trying to work. The ponies in the back were the first to go, Dazzle Flash and Diamond Blossom screaming as they caught on fire and their seats fell from the ship, falling to the ground.

Wooden boards, saddlebags, and other machinery circulated the cabin, a particular chunk of sharp pointed wood going straight through Principal Cinch's chest, killing her instantly. Students fell through the holes in the falling-apart airship, falling to the ground from the air. Another piece of wood hit Melody Note's head, also killing her instantly. Red Haze yelled with tears in his eyes as he saw his marefriend's dead body.

The airship fell apart as it fell to the ground, students and teachers, among other passengers, falling to their deaths, the pegasi unable to catch themselves in time. Shadow Step's wing ended up breaking from being hit with debris, pieces of her skin burning from the flames. She dropped dead, succumbing to her injuries.

Suddenly, one of the side engines blew up, catching what remained of the airship on fire, burning the remaining passengers to their deaths as the remains fell to the ground, not a survivor in sight.

"Umm…excuse me? Hellooo…Equestria to orange unicorn mare…"

Scarlet opened her eyes wide in panic to see two done-up mares standing next to her seat. She looked around desperately and found her coltfriend standing a couple of rows before her, watching her closely with a concerned expression. He looked three seconds from jumping out of his seat and making sure she was alright. The seat next to him was empty.

"Hello? We're talking to you," Dazzle Flash said, looking annoyed.

Scarlet's whole body shook, a cold sweat forming on her fur. She tried to calm herself down. It was just a coincidence. Just a coincidence. Just one. No big deal, right?

"Yeah. We were wondering if you'd trade seats with us, so we can sit together." Diamond Blossom asked.

Scarlet's heart stopped. Okay, two. Two coincidences. Scarlet knew the saying. One was a coincidence, twice was a clue, and thrice was proof. There was nothing to be scared of, right?

Scarlet stood up without saying a word, grabbing her saddlebag, and walking up to Lightning Bolt, her heart racing and panic ensuing in her mind.

Once she got to Lightning, he grabbed her hooves and asked, "You okay, babe? I know how much you hate flying."

Scarlet clenched her jaw as her eyes widened, looking up at Lightning and then at the airship around her. "I…umm…I…"

"Hello, passengers, this is your captain speaking…" A voice said on the intercom. "I just wanna start by calming everypony's mind and say that this night is a wonderful one to fly in. Clear skies, perfect breeze, full moon. Now, as we're about to take off, I'd like to ask each and every one of you to take your seats and put on your seat belts. The lovely air crew will be walking down each aisle to make sure your seat belts are fastened tightly. We'll be taking off in less than five minutes. I wish you a good flight and my congratulations to you seniors on graduating. You earned it."

That was when Scarlet lost it. She stood up dramatically, the airship suddenly feeling very small. She hyperventilated, her entire body shaking as she looked around, trying to find some kind of exit. She needed to get off this airship and take as many ponies with her as she could.

"Is there a problem, miss?" A flight attendant asked, walking towards Scarlet and Lightning.

"The airship's going to explode," Scarlet muttered under her breath, the realization hitting her like a punch to the gut.

"What was that, babe?" Lightning asked, grabbing Scarlet's hoof in comfort.

"What's your bucking problem?" Red Haze yelled angrily.

"Get me outta here!" Scarlet yelled, trying to push past Lightning to get the hell out of there. "The bucking airship's going to explode!"

Everypony tensed as they tried to process what Scarlet Flare just said, wondering if they should take it seriously, or shrug it off as paranoia, or some sick joke.

"Shut the hell up, Flare!" Red yelled as Melody Note asked in a quiet panic, "The ship's going to explode?!"

"If this is a joke…" The flight attendant started, only for Scarlet to interrupt.

"This isn't a damn joke!" Scarlet tried yet again to push past Lightning but in vain. He stayed rooted in place, trying to calm her down.

"Dear sweet Celestia, somepony please shut that bitch up!" Red yelled, trying to console Melody at the same time.

Principal Cinch stood up, about to intervene when Lightning beat her to the punch. "Hey! Talk like that about my marefriend again and see what the bucking hell happens!" He yelled, turning to Red and taking a threatening step forward.

Shadow Step had put her book down and was currently watching the altercation silently, her eyes never leaving Scarlet. Shadow didn't know Scarlet all that well, there were over a hundred students in the senior class alone, but something about Scarlet's behavior seemed to grip Shadow, dread building up in her stomach. And it wasn't due to a pre-existing fear of flying. No, it was something else. Something Shadow couldn't put her hoof on.

Shadow put her book in her saddlebag, grabbing it, but not yet getting out of her seat, wanting to see where this went, but ready just in case. If Scarlet got off the airship, so was Shadow.

"Then shut her up, for Celestia's sake!" Red yelled, standing up and taking a step into the aisle, all thoughts of comforting Melody gone as his anger began to take over. "Or I'll do it for you!"

"That's it, you dick! Threatening my girl is too far, you good-for-nothing prick!" Lightning yelled, charging at Red.

Red gladly accepted the challenge, following suit and the two stallions collided, throwing punches this way and that. Flight attendants tried to split them up, and Melody tried to grab Red, even pounding his back, begging him to stop with tears in her eyes, but the two colts were locked in battle, refusing to stop until one of them conceded.

"The ship is going to crash! It's going to explode, get me out of here!" Scarlet yelled, trying to force her way past the fighting group and out of the ship.

Principal Cinch and another teacher then hurried past the panicking Scarlet, hoping to help the flight attendants with the fight. A white mare with a pink and yellow mane and orange socks that went all the way up all four legs stood up, concern for the panicking unicorn growing. She didn't believe the ship was going to crash, but she knew a panic attack when she saw one, experiencing a couple herself, and since everypony's attention was on the fight, she took it upon herself to help the mare.

She walked up to her, putting a hoof around the mare and leaning close to her. "Shh…it's okay. It's going to be okay," Candy Jolt whispered in her ear.

"No! It's not!" Scarlet yelled. "The ship's going to explode we need to get off now!"

"That's it!" The pilot yelled, coming out of the cockpit, wondering what the hell all the chaos was about. "Everypony that's in the aisle, get the hell off the airship. Now! Before I call the air marshals and get all of you arrested!"

It was then the flight attendants began pushing all of the ponies who were involved off the airship. Shadow, taking advantage of the ensuing chaos, put her saddlebag on her back and slipped past, following the five ponies and group of flight attendants off the airship.

Midnight Blue, Candy's best friend, who happened to be a bit late, was waiting at the end of the aisle for the fight to be broken up so he could get to his seat, but the fighting group had him stumbling back to avoid getting a wayward punch, and with no other way to go, Midnight ended up stumbling down the ramp the led off the airship.

"Whoa, hey, that's my seat!" Midnight called, just wanting to get to his seat and not get involved in whatever the hell this was. "Just, let me get to my seat! It's right over…" Midnight trailed off as he realized there was no point. He'd just have to get back on after the fighting ponies got off.

The royal guards were already running towards the ramp and were helping to break up the fight by the time they got to the bottom. The two colts were separated and were forced to sit on opposite benches. Lightning and Red glared at each other, Melody trying to get through to Red to calm him down.

Candy and Scarlet were next. Scarlet hysterical and Candy trying to calm her down. When Lightning saw Scarlet's panicked behavior, he stood up, wanting to comfort her, but was quickly forced back down by a guard.

"Nopony goes back on board! That's my call!" The pilot yelled before walking towards the ramp.

That got Principal Cinch's attention. "W-wait!" She called, hurrying after the pilot, who was fortunate enough to stop for her. "I've got a hundred and fifty students on that ship. You have to let me back on."

"You understand my position?" The pilot asked, looking resolved to not let anypony else on board, no matter the situation.

"I do, and I apologize for Scarlet, but I have a hundred and fifty students on that ship, one of us has to be there…"

As the pilot and Principal Cinch argued, Shadow slipped down the ramp, nopony noticing her since their attention was other places. She quickly found a bench off to the side and sat there silently, happy to fly under the radar.

As Shadow sat down, Red stood up, ready to fight Lightning all over again as his anger boiled his blood, causing Lightning to stand up in response, but two guards grabbed them and forced them back down, Midnight helping with Lightning and the other teacher helping with Red.

"Sit the fuck down, Red!" Midnight yelled as he helped restrain Lightning. If he was stuck out there for a bit, he might as well help where he could.

Principal Cinch came back, sighing heavily, taking the other teacher aside as they discussed the situation. The pilot would only allow one of them back on the plane. The teacher tried to stay, but Principal Cinch insisted that he go instead and that she and the rest of the students could take the flight that departed two hours later.

Reluctantly, the other teacher agreed and hurried onto the ship. When Midnight saw the teacher hurrying up the ramp, he tried chasing after him. "Hey wait! I was in the bathroom and the lock, it was stuck and…I didn't even fight with anypony!" But before he could follow them, the ramp was already being pulled back and it was too late. "Damn." Midnight muttered under his breath.

Candy Jolt came back, carrying an icepack in her mouth. She handed it to Principal Cinch, who grabbed it with her magic and began pressing it against Scarlet's sweating face, her face for once full of sympathy.

Red Haze, Melody Note, and Midnight Blue stood at the window of the docks, staring as the airship began to prepare for take off. Lightning sat next to Scarlet, a sympathetic hoof on her shoulder. Shadow Step still sat where she was, watching Scarlet, listening to every word she said.

"Scarlet, dear, talk to me. What happened?" Cinch asked concern all over her face.

Scarlet looked at Lightning, who nodded encouragingly. Scarlet took a deep breath and tried to explain it to the best of her ability. "I...I saw it...like, I don't know...the airship took off. I saw it leave the docks...I looked down…and saw the ground..."

Principal Cinch and Lightning exchanged concerned glances.

"And then the cabin banged and the back exploded. The…the whole airship just...blew up. It was so real. Exactly how everything goes." Scarlet looked down, her gut twisting with anxiety, thinking about all those still on the airship.

"Been on a lot of airships that blew up?" Lightning asked, trying to calm Scarlet dow through logic. She glanced up and gave a small smile, but there was still fear in her eyes.

"You must've fallen asleep," Principal Cinch reasoned.

Red Haze clenched his jaw, turning to face Scarlet and Principal Cinch. "We get thrown off the airship and blow half of grad night because Flare has a bad bucking dream?" Red asked, before saying in a mocking tone, "It's going to explode! It's going to explode!"

"Buck off, Haze!" Lightning yelled, starting to stand up, but Scarlet gripped his hoof, causing him to sit back down.

Scarlet stood up, her nerves a fraying wreck. "You should be thanking me, Red. Because if you'd stayed on that damn airship, the only trip you'd be taking is to the damn afterlife!"

Red stalked towards Scarlet with anger, but before he could reach her, Lightning intercepted, and the two went at it like cats and dogs again. Security came back, trying to break up the fight again.

"You wanna take a damn trip? How about a trip to the BUCKING HOSPITAL!" Lightning yelled, swiping a punch at Red.

"You're paying for my damn trip, Flare! I'm serious!" Red yelled as he struggled against the security guards, ignoring Lightning's words.

"If what Scarlet said was actually true, I wish you were on that damn airship!" Lightning yelled before Scarlet could say anything else.

Midnight Blue had stayed at the windows the whole time, watching as the airship took off. "There they go…and here we stay…" He muttered to himself.

It only took a few minutes, but soon, the airship exploded, just like Scarlet predicted. Midnight stumbled back in shock, as he was watching the window, but nopony else noticed. "Oh shit!" He yelled, before dropping to the ground, two seconds before the glass exploded, the blast from the explosion reaching them, and knocking all of them off their hooves.

Shadow stood up, her eyes wide, as she watched the remains of the airship fall to the ground. Candy and Melody began screaming. Red and Lightning, who were already on the ground from the security guards trying to separate them stayed where they were, staring at the explosion in open-mouthed shock.

The entire docks were silent for a moment as it seemed like everything froze in time, before security guards, and air marshals jumped into action, hoping to retrieve any survivors as quickly as possible. Midnight stared out the window in shock, still on the ground. Shadow was the first to turn her shocked gaze to Scarlet, before everypony followed, staring at Scarlet with shock and horror, Principal Cinch looking at her with grief, and Candy and Melody looking at her with tear-filled eyes.

But Scarlet just stared at the now empty black sky, her eyes shocked. Her legs suddenly felt weak and she collapsed to the ground, her mouth hanging open. She knew there were no survivors. She experienced the explosion herself. But that didn't stop her from hoping in vain.

Author's Note

Alright…new story…

Thought I'd do my first and only crossover…this was meant for Halloween, but I couldn't wait! I was super excited about writing this one. This had been in the works for like two months, and I just couldn't wait any longer. Besides, by the time it's finished it'll probably be in October.

I also wanted to get this one published before I have to start work. Super excited!

You can probably guess which characters are who in the movie, but, feel free to guess in the comment section anyway.

Hakuna Matata!