Ponies, Pirates, and The Little Engine That Could

by Villain84

Rating: teen
Tags: Adventure, Crossover, Human, Comedy
Length: 23360

Twilight Sparkle and her friends are called in to assist the journey of the birthday train over the mountain. Captain Gutt and his crew are determined to rob the train. It's Ponies versus Pirates!

Twilight Sparkle and her friends are called in to assist the journey of the birthday train over the mountain. Captain Gutt and his crew are determined to rob the train. It's Ponies versus Pirates! Who will prevail? Meanwhile, Rarity is feeling down because Twilight is so much better at magic than she is. Will this journey help her fix that?

Crossover between MLP, Ice Age, and The Little Engine That Could (1999)

Thanks to Wreshy on YouThink.com for the cover.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-01-01 03:50:02 UTC

The Mission

Another beautiful, sunny morning in Equestria. Twilight Sparkle and her six friends (including Spike) had all been summoned by Princess Celestia to her throne room. She had called them in, saying she had a job for them.

"There's a young human boy in a small town named Eric," She started. "His ninth birthday is coming up, and he wants it to be the biggest, most special day in his life. A train is departing from The Island of Soto that will be delivering everything that will make this party a memorable one. The town is very poor, so they really need this."

"A Party?" Pinkie repeated. "Awesome!"

"So what do we need to do, Princess?" Twilight asked.

"The head of the train, Rollo the clown has sent me a letter asking that I send the most joyful ponies in Ponyville to come help him with the party."

"So you want us to go partying?" Rainbow asked with a smirk.

"Precisely!"

"Wohoo!" Pinkie screamed.

"The children also never seen ponies like us, so that will be special," Celestia continued. "The important thing is that you all make the children happy."

"I can do a few magic tricks!" Said Twilight.

"I better go get some apples to bring 'n feed em!" Apple Jack smiled.

"I just finished a large batch of fine, clean new clothes that I'm sure the children will adore!" Rarity said musingly.

"Maybe some of my animals will go for like a petting zoo!" Said Fluttershy.

"And I just know a big rainbow will brighten that place up!" Rainbow nodded.

"Great then! So you all accept!" Celestia smiled happily. "You can all go home and get your things together. I'll send chariots for each of you to take you to Soto."

"You can count on us, Princess!" Twilight said with a salute, her voice filled with pride. "We won't let you down!"

"We won't let the kids down either!" Rainbow added.

Meanwhile, in another dimension, out on the open sea, on a large floating ice burg ship, Captain Gutt sat in his private quarters, eating a banana, and also flipping through a magazine with pictures of female monkeys.

Suddenly, Raz burst through the doors.

"Captain!" She exclaimed.

Frantically, Gutt tossed his magazine aside so she would not see it.

"What?" He demanded. "Raz, I told you, do NOT interrupt me during this time! It's the captain's private time, remember?"

"Sorry, mate!" She replied. "It's just that we got another live one on the ball!"

"The ball picked one up?" Gutt repeated, suddenly intrigued. He hopped out of his bed. "Get the crew together."

"Already done, sir! They're all huddled 'round the ball they are!"

"Excellent work!" The two of them dashed out of the room, and headed to the room below deck where the rest of the crew was sitting down, eyes locked on a large crystal ball in the middle of the room.

"Glad you could make it, Captain," Shira nodded at him. Everyone shushed her.

The ball was showing a short, colorful train with all kinds of toys and snacks on it. Gutt looked over all the food hungrily, as the rest of the crew did.

"Well, boys," Gutt said when the crystal's image faded away, "Looks like we got ourselves another fruit ripe for-a-pickin'!"

The other pirates all giggled and snickered.

"Let's go get 'em, Captain!" Squint chuckled. "My nose is itchn' for some action!"

Gutt walked up to the crystal ball, and put both hands on it, and started chanting.

Accipere Nos Hic!

Accipere Nos-Hic!

And suddenly, a green worm hole ripped into the space before the boat, and it slipped through.

Gutt grinned. "Next stop, um... wherever that place in the image is!"

The Train Yard

Thousands of miles and dimensions away, a young boy with red hair sat in his room, looking over his favorite book: The Little Engine that Could. His older sister, Jill, soon came in to see him.

"Whatcha readin, Eric?" She asked.

"About the little Engine and the birthday train!" He replied happily. "She brings the train all the way over the mountain for all the good boys and girls to have toys to play with and good food to eat. And in two days, it's my birthday!"

Jill giggled. "Hmph. Birthday train full of toys? I can't believe you really believe that."

"Sure I do. It'll come!"

"I don't want to keep hearing about it." Jill turned to leave the room. "There's not going to be any birthday train coming here." And she left.

"Oh, you'll see." Eric whispered, turning to look out his window again. "It'll come. I know it will. I know it will..."

It was not long before Twilight Sparkle and her six friends had packed up all their supplies, got picked up some chariots, and soon found themselves flying high above Equestria. All chariots regrouped together before heading off towards the island of Sodor. Rainbow Dash was the only pony not taking a chariot, preferring to stretch out her own wings, and not having anything heavy to carry with her.

The world of Equestria was so beautiful below them, the grassy planes, high rocky and snowy mountains, green forests that stretched miles, giant blue lakes, it was wonderful. It was hard to hear each other over the strong winds, so they did not communicate much. When they did, they had to shout.

By nighttime, they were already soaring across the dark purple ocean, lit only by the stars and moon.

Finally, morning arrived, and in the distance, they could see a large island in the distance. The guards started to descend toward a little forest glade. As the ponies got closer, they could see a few small buildings in the clearing, and then train tracks. This must have been the train yard that housed the train that would take them to the mountain.

"Why do we have to take a train anyway?" Rainbow had asked before. "Why don't we just get there ourselves and meet the rest of the train there?"

Twilight had answered her question, saying "We need to arrive with the train so they know that we are part of the party." This answered appeased Rainbow, thankfully. It also appeased Pinkie Pie.

The guards touched down and pulled up to what looked like a large set of stables.

"We'll wait here until you return and you're ready to go back," One guard said. "We'll also keep your gifts safe until you find out where you need to go."

"Thanks," Twilight said as she and her friends got off and huddled together.

"So, where do we go now?" Fluttershy asked.

"I reckon we should find someone n' ask 'em for directions," Apple Jack replied. "We don't wanna go wanderin' into places we shouldn't."

"Good point, Apple Jack," Twilight nodded. They all started glancing around, trying to find someone to talk to, but there was nobody around; no ponies or any kind of living creatures. Just buildings and towers.

Then suddenly, they spied one lone control tower just outside what must have been the engine's shed... it was moving! It was alive!

And then, after a minute of stirring, it blew it's nose! It rang like an alarm of some sort. "To Work! To Work!" He tooted so loud it must have shaken the whole valley.

Totally freaked out by the living building, Spike and the other ponies ducked behind Twilight.

"Did I just see... what I think I just saw?" Apple Jack whimpered.

"Only if we saw the same thing," Rarity replied.

"What the hay is that thing?" Pinkie asked.

"It looks like he's in charge of this train yard," Twilight observed. She was a bit weirded out too. Not entirely though.

And after a minute, her friends all got over the shock, and got out from behind her. They had faced many other things in their travels; much scarier things.

"Maybe we can go ask him directions," Pinkie smiled.

"But he looks so intimidating!" Fluttershy whispered.

"Aw, come on, Fluttershy!" Rainbow said proudly, patting her friend on the head. "We've been up against scarier things than that!"

"And weirder things!" Spike added.

"Exactly!" Rainbow nodded.

And so the seven of them walked up to the large wooden tower, who seemed to be pulling out a clipboard and pen now. They walked up in front of him, still staying off the train tracks.

"Excuse us, sir?" Twilight called out to him.

With a grunt, the tower turned from his clipboard to see the six ponies below him. He did not seem surprised to see them though. He looked much more annoyed.

"What?" He grunted. "What do you want? Can't you see I'm busy?"

"Hey!" Rainbow snapped back. "What's your problem? We just wanted-" Before she could continue, Apple Jack put a hoof on her shoulder, and gave her a stern look, telling her to be quiet."

Fluttershy shrank back behind Apple Jack.

"Um, sorry to bother you," Twilight replied, forcing herself to keep smiling and act polite. "We're here for the birthday train. Could you direct us to it, please?"

"Huh? Birthday train?" The tower repeated. He turned back to his clipboard for a moment while the ponies stayed put. He flipped through a few pages, then finally nodded.

"Oh, yeah," he said, a smilie never crossing his face. "Here we are! Yeah, right here: Six magical ponies and a dragon for the birthday train. Yeah, you're in the right place. They're gonna load up over there." He pointed over to one shed that had one tower shaped like a large cake.

"You think we would have figured that out before," Pinkie Pie whispered to Rarity and Rainbow, earning a chuckle from them.

"Rolo the clown will be boarding the train in about ten minutes," The tower continued, turning back to his clipboard.

"Alright," Twilight smiled. She turned back to her friends. "I guess we'll go get our stuff and get ready to board!"

"Or," Pinkie replied, "Why don't we just have a look around 'till then?"

"How about we see about boarding," Twilight answered, "Then if there's time, we'll look around."

"I don't care what you do!" The tower snapped. "Just don't cause any trouble! My engines and I work hard to keep things running in order around here!"

"Yes sir!" The ponies and Spike whimpered.

"Now get out of my thinking space!"

And with that, the other ponies darted off towards the birthday train shed, but not before Spike and Rainbow stuck out their tongues at the tower.

"Yeeesh!" Pinkie muttered. "Who spat in his coffee?"

Behind them, they heard the tower blow his whistle alarm again, and again shouting "To work! To Work!"

Inside the shed were five snoring train engines, all with faces on their funnels or faceplates. One was a large red one with make-up on her faceplate, and an gold, iron bonnet. Another was a Yellow, and looked somewhat old and wrinkly. A third was a deep red, and coughed up smoke when he snored. Next came a large blue diesel engine, who blew his horn when he snored.

The last of these engines was a little blue engine, her face on her smokestack. A tiny little bird rested on her headlight, whistling with each snore.

Of these five, the little blue one was the one to hear the Tower's calling. Her eyes fluttered awake as she looked down at the little brown bird resting on her light.

"Wake up, Chip," She whispered.

Her little friend remained unmoving.

She blew her whistle, making him jump, only to float back down and try to lie down again.

"Get up, lazy bird!" The engine giggled.

"Leave me alone, Tilly!" The bird named Chip snapped. "I couldn't sleep all night!"

"Chip," Tilly groaned, "Have you been eating those green worms again?"

"Well, yeah," he gulped, rubbing his little tummy.

"Well, a little work will get you going!" Tilly smiled as she started puffing toward the turn table.

She new her job, her routine. She was the switcher engine. Her job was to get each engine outside in the morning, and just help out all the bigger engines around the yard. She always got the big diesel, Farnsworth, outside first.

When the ponies arrived at the birthday shed, they could see the place was mostly deserted. A line of coaches were lined up for the train to go though at least. They also noticed a stout clown sitting on a couple of boxes, looking over some paperwork and sipping a cup of coffee. A monkey was at his side, twiddling his thumbs.

The ponies all walked up to him.

"Excuse us, Sir?" Twilight said when they approached him.

"Wha!" The clown jumped and fell over behind the box, dropping his papers and spilling his coffee. Everyone else gritted their teeth as the clown fell back painfully.

The monkey helped the clown up to his feet.

"Um, really sorry!" Twilight whispered, forcing a smile, hoping the clown was not like the tower.

"Oh, it-it's okay," The clown stuttered. "Just-just gave me a bit of a start, that's all. No biggie. No damage."

But there was some damage. The monkey picked up the papers, which had been soaked in the coffee. The clown frowned.

"Oh, shucks!" Pinkie said in an apologetic tone. "That really stinks!"

"Really sorry," Twilight repeated. "But here, let me see those. I can fix it!"

The monkey held out the papers to her, and her horn glowed. The papers started glowing, and all the coffee drops started lifting off from the paper, making it completely dry. When all the coffee was brought up, she carried it over to a drain pipe at the side, and let the coffee slide away, knowing the clown would not want coffee that's been on the ground.

"Wow!" The clown said, clearly astounded by Twilight's trick. "That was so cool! It-it was amazing! How-How did you do that?"

"Unicorn magic!" Twilight smiled. "All unicorn horns have magic powers."

"And none of them horns have as much potential as the one-n-only Twilight Sparkle here!" Apple Jack said with pride, giving her dear friend a pat on the back, and making her blush.

"Aw, come on, Apple Jack," Twilight shrugged.

"We're serious, Twilight!" Rainbow Dash added. "Have some pride! No pony is as great with magic as you!"

Unknown to the rest of them, these words started to dwell on Rarity's mind, being reminded of her own magic skills, how for the most part, Twilight's seemed to be much better.

"Well, there's plenty of ponies who-" Twilight began, but then shook her head, remembering where they were. "Nevermind, we'll talk about it later." She turned back to the clown. "Are you Rolo the clown?" She asked.

"Yep, that's me!" The clown nodded. "I'm in charge of this voyage- eh, I mean trip. I've planned everything out. And this is my assistant, Chippers!" He gestured the little monkey who was now looking over Spike curiously. Rolo held out his gloved hand to shake each pony's hoof, all of them introducing themselves as they went along.

"So, are you guys the ponies from Equestria that I've requested?"

"Yep. That's us!" Rainbow answered.

"Well, great!" Rolo cheered, rubbing his hands together. "I'm so glad you all could come! I just know the kids in town will love you! They always do! Ya know, you're actually a little early. We got about, uh..." he glanced at his pocket watch quick. "-ten minutes before we board."

"Should we get our stuff together and board now anyway?" Twilight asked.

"Sure, if you want to," Rolo nodded. "It might be a good idea, ya know? Get a head start before the others."

"Okay then," Twilight nodded. "We'll be right back then." And so the ponies left to get their stuff quick from their chariots.

"It'll just take a second, lickety-split!" Pinkie added as she bounced off with her friends.

"Take your time!" Rolo replied. "This train's not going anywhere yet!"

When they returned to their chariots, however, they were in trouble. The animals that Fluttershy brought with her had gotten tired of staying cooped up in the chariot, and had run amuck, all over the train yard in that area.

Fluttershy was having a panic attack, afraid of her little precious munchkins getting hurt. She tried to call out to them using a call that she used quite commonly to call her little friends together in such times.

She had explained though that this did not always work on everyone. A few of the animals came back, but not all of them.

Luckily though, Twilight was there to help. After telling her friend to calm down, her horn glowed, and a little orb of violet light shot into the air, shining brightly.

All the animals that were hiding were entranced by the light, and walked out toward it, all gathering around it.

After a quick head count, and seeing all were present, Fluttershy gave a sigh of relief as Twilight canceled the spell, releasing the animals from their trance.

Fluttershy hugged Twilight, thanking her for her help, before leading the animals toward the birthday shed.

Rarity could not help but feel sad. She wished she knew this spell so she could have helped Fluttershy, so she may have been good for something.

She reminded herself she was good with magic, that she could help with it too. She walked over to Pinkie Pie, who was dragging along a large heavy sack of party supplies with her.

"Would you like some help with that, Pinkie?" Rarity asked her friend sweetly.

"Ah, that's okay," Pinkie replied cheerfully. "Twilight said she'd help me with it. I'm good."

And as if on que, Twilight used her magic to lift up the whole bag. "Wow! This bag is heavy!" She remarked. "Must be a lot of party stuff, huh Pinkie?"

"Yep! You got it?"

"Yeah! I got it!" And with that, Twilight and Pinkie started walking over toward the birthday shed.

Rarity sadly looked down at her hooves, again being unable to help, being overshadowed by Twilight.

"Uh, hey, Rarity!" She heard Apple Jack call over. "Ya kin help me out these here apple sacks, if ya don't mind!"

Rarity's smile returned as she saw three large sacks of apples that would need to be carried over.

"Absolutely dear," she answered as she walked over toward the bags, lifting each one up together with her magic, and following Apple Jack toward the shed.

Meanwhile, just a few miles away, over a large lake, in a valley, a worm hole suddenly opened up in the fabric of the air, and out came the Iceberg ship, splashing down and wobbling in the water, as it became reacquainted with floating again.

"Dimension ho!" Shouted Gupta the badger as they touched down. Immediately, all were out on deck to check the place out, looking around to the edge of the lake to see the rocky hills, valley walls, evergreen trees.

"Hey!" Flynn the Elephant Seal grunted. "This don't look like the train yard! I think ball pooped out on us again!"

"The ball doesn't poop out, Flynn," Gutt grunted. "This is just the nearest body of water to the train yard. Apparently we need to travel by land to do this pillage!" This would be a problem. He hated traveling by land. Gutt loved the sea; the wide space, far away from civilization, feeling so free, and looking out from his ship as though he were a king on his throne looking out at his kingdom.

Never the less, he wanted that loot, and he needed to get on land to find those train tracks.

"Silas!" He barked, grabbing the attention of his blue-bottomed booby, "Give us an eye in the sky!"

"Yes, sir!" Silas replied with a salute before bolting into the sky.

"The rest of you," Gutt said, gesturing the others, "Let's dock the ship and get the truck ready!"

"Aye-Aye, Captain!" Everyone shouted in unison before going about their usual jobs in this case.

Within minutes, the ship was backed up against a strip of rock, and tied down to posts using vines.

Once they were all tied down, Gutt got below deck to the room he called the cargo bay, which held the truck that he and his crew had acquired during one of their many robberies in the future, one that they took for the few long road trips across land. The driver's part of the truck was red, while the holding segment was the dark blue of night with pictures of snowy mountains, and was advertising some sort of soft drink. They had cut little square windows in the sides of the truck for light and air, as well as in between the driver's cockpit and the tip of the cargo hold so the crew and the driver could communicate.

Raz and Shira had brought down a ton of bone weapons, fruit rations, and the ball with them to store in the cargo segment.

"Everything's all packed up, Captain!" Shira nodded and saluted as Gutt walked up toward the driver's seat.

"Excellent," Gutt replied with a smirk. He slid into the driver's seat, buckled up, and started the engine. He knew what he was doing and how to drive by now.

"Shira, the door!" He commanded.

"Aye!" She dashed toward the door, and pushed it down with all her might, making a little ramp come down, leading out the boat and onto the "dock".

And so Gutt pulled out and onto the dock. As Flynn, Squint and Gupta started to climb up into the back, Silas swooped back down, and landed on Gutt's arm, hanging out the window.

"What's the word, bird?" Gutt asked.

"There is indeed a train yard just east of here," Silas replied. "We will get there if we just follow this road."

"Super! Great work, Silas. You get shotgun!" Gutt smirked as he looked up the unpaved dirt road that went up the valley walls out of the valley.

"Thank you, sir!" Silas replied as he hopped down and bucked into his seat.

"Let's get going!" Squint said anxiously! "I wanna start slicing me some heads and eatin' me some apples!"

"That's good spirits, Squint!" Gutt called back, "Because we are hitting the road!"

All the pirates cackled and giggled with excitement as their captain hit the gas and started heading on up the road with Silas giving him directions when needed.

Meeting Tilly

Of the three box cars that the train composed off, the ponies were to take the last one at the end. Rolo said that this car was reserved solely for the seven of them, while the rest of the passengers and cargo would take the other cars. Inside it was quite roomy, enough leg room for all of them, two benches on both sides.

Rarity gently dropped Apple Jack's apple sacks down into one of the corners before moving out the way for Twilight carrying Pinkie's stuff, along with Apple Jack with her own apples. Flutterhshy had her petting zoo with her.

It was then that she remembered she still had to get her load of clothes that she was giving away. It was still back at the chariots.

She headed out to go get it. Twilight soon followed her after putting down Pinkie's stuff. It seemed that Twilight still had to get some stuff she needed for her magic show. It turned out she also brought a few books she wanted to read to the children in the town.

Fluttershy did one last head count, and realized that one of her rabbits were missing. Her eyes widened in horror as she frantically looked around for him, jumping out of the box car.

She spotted him down the train tracks, up near one of Tower's legs. She could not help but let out a little squeak of fear.

"What's up Fluttershy?" Rainbow asked.

"One of my rabbits are down there near the tower!" She pointed down to where Tower was.

"So? Go down and get him." Rainbow shrugged.

"I don't want to go down there and see the tower again alone!" Fluttershy whimpered.

Rainbow Dash could not help but roll her eyes. She knew how timid her dear friend was. She knew what to do here though.

"Come on," She said. "I'll go down there with you."

"Oh, thanks!" Fluttershy smiled.

"I'll come down too," Pinkie said as she slid over. "I got all my stuff packed up!"

So the three of them headed out to get the missing bunny.

Back in the shed, Tilly had just pulled out Farnsworth and Pete, now all that remained was Jebediah, the old golden engine. Or was he? Tilly had other plans in mind.

Georgia, the red engine was awake by now, and still sat beside Jebediah when Tilly pulled up past her pulling the milk train that Jebediah was suppose to be pulling today.

"Hey, aren't ya'll forgetting Jebediah?" Georgia asked her friend.

"Shhh!" Tilly whispered. "I don't wanna wake him up!"

"But Jebediah pulls the milk train!"

"Not today. I have a plan."

"So you still want a train of your own to pull?" Georgia asked, some amusement in her voice.

"Hey! I'm an engine, aren't I?" Tilly huffed.

"Settle down, girl!" Georgia whispered calmly. "I'm on your side."

She felt a little pain in her boiler just then. "Fact is, honey," She continued with a grunt, "I wouldn't mind if you were pulling a train for me today. I got a little hitch in my chug-along this morning. But you better get going!"

"Thanks Georgia," Tilly smiled as she quietly huffed on out through the shed.

Tredding carefully, she slowly approached Tower, who was busy looking over his clipboard. He did not see Tilly, just heard her approaching. He was also unaware of the rabbit by his leg.

"Jebediah," He barked, "Get that milk train rolling!"

"Rolling my way, tower!" Tilly hissed, trying to imitate Jebediah.

But Tower was not fooled. He looked down at the odd voice. The jig was up.

"What kinda joke is this?" He demanded. He did not even notice as the three ponies approached him to retrieve the rabbit.

"It's no joke," Tilly replied. "I can do it."

"We've been over this," Tower snapped. "You're too little!"

"What do you know you overgrown stack of lumber?" Chip snapped back, flying into Tower's face. "She's NOT too little!"

In a fit of rage, Tower blew his nose, blasting Chip up into the air.

"Big blow-hard!" Chip snickered.

Tower crossed his arms before looking down.

"And you!" He snapped at Fluttershy who was reaching out to take the rabbit in her arms. "What are you doing? I told you to stay out of everyone's way!"

"Oh, we're sorry," Fluttershy squeaked. "We-it's just-um-"

"Well, what is it?" Tower snapped, "What were you going to say?"

"Hey, easy buddy!" Rainbow Dash snapped as she flew up into Tower's face. "We just lost a rabbit here, and came to pick him up! No harm done! We'll be on our way in just a second!"

Tower sighed in frustration and annoyance. "Typical tourists. Don't know how to watch their stuff!"

"Hey, watch it, bub!" Rainbow hissed, shaking her fisted hoof at Tower.

"Hey, whatchall got for me today, Tower?" Georgia's sweet voice interrupted the heated argument. Everyone stopped glaring each other down and turned to her.

She winked at Tilly, indicating that she should leave before Tower gets mad again.

Tower looked over his clipboard again.

"That load of toys n' stuff over there," He pointed over to the birthday shed, just as Tilly had unhooked herself from the milk train and was puffing away to the water tower station.

"Oh, happy day! The birthday train!" Georgia squealed.

"Wait, you're pulling us?" Rainbow asked in shock.

"Looks like it, honey," Georgia shrugged. "You're on the train?"

"Yep," Pinkie replied with a smile. "We're Equestrian ponies sent to give the kids on the other side of the mountain the best and biggest party they've ever seen!"

"Well, that's just terrific," Georgia said. "I'd love to hear more from ya'll later, but now we gotta get goin'." She turned back to Tower. "But wait, the train's empty."

"Rolo the clown is boarding right about now," Tower answered. "So get going!"

"Yessir!" Georgia answered in a salute as she started huffing off down the line.

"And you," He turned to the ponies, "you get down there too!"

"Sure," Rainbow muttered as she hovered down to join her two friends.

Fluttershy turned back to her rabbit, only to see him scurrying off after the little blue engine. She slapped herself a facehoof, and rushed off after him.

"Fluttershy, where are you-?" Rainbow stopped as she saw her friend running after the rabbit.

"Ah, jeez," She muttered as she and Pinkie went after them.

Tilly was not really thirsty. She just left to get some space away from Tower. The water tower was a great place, around a bend behind one shack.

"Come on, Tilly," Chip was saying, patting her smokestack with his wing. "Don't let that big bully get to ya,"

Just then, the little rabbit rounded the bend and walked up beside Tilly. She looked down and smiled at the sight of the little cute thing.

"Alright, come on, little guy," Fluttershy said gingerly as she and her friends came around the bend, coming face-to-stack with Tilly.

"Oh, hi," Fluttershy smiled at Tilly.

"Hi there," Tilly smiled back.

Fluttershy picked up the little rabbit and cradled him in her legs. "S-sorry if he was bothering you," She whispered.

"Oh, it's okay," Tilly said. "He wasn't. I think he likes me." She giggled a little, and so did Chip and the ponies.

"Nice to meet you," Pinkie blurted out happily. "I'm Pinkie Pie. This is Rainbow Dash and Fluttershy. What's your name?" She was clearly eager to meet the engine.

"I'm Tilly. This is Chip." The little bird fluttered down and bowed before the ponies.

"A pleasure to meet all of you," He said in a gentle-birdly manner, making the ponies giggle.

"Nice to meet you too, good sir," Fluttershy giggled as she held out her hoof to pet the little birdie's feathers. Chip took her hoof in his wings and kissed her gently.

Rainbow Dash looked back at Tower. "What's his problem anyway?"

"Tower?" Tilly asked. "Oh, I don't know. He's always grumpy."

"Girls!" Twilight's voice shouted. She lurched around the bend, Rarity right behind her. "What are you guys doing here? They're about to start boarding! We gotta get going!"

"Sorry Twilight," Pinkie explained. "It's just that Fluttershy lost one of her bunnies, so we came over to get him."

"Well, come on! We gotta go!"

"Ah, come on, Twi," Rainbow replied, calm and cool as a cucumber. "They're still boarding; they're not gonna leave right this second. Quit worrying so much!"

"Yeah, come meet our new friend, Tilly!" Pinkie smiled and gestured the little blue engine.

"Oh, well hi there Tilly," Twilight smiled.

"Hi," Tilly replied.

"I'm Twilight Sparkle."

"And I'm the fare Rarity," Rarity said in her graceful voice.

"So what are you ponies doing here in the yard?" Chip asked.

"We're on the birthday train over there," Twilight answered. "We're going to the town on the other side of the mountain to share all our gifts with the children. I mean, I guess that's what we're doing."

"Oh, cool!" Chip smiled.

And that's when Tilly let out a little sniffle, and let a tear drop.

"What's wrong?" Fluttershy asked.

"I've seen the birthday train," Tilly replied. "It looks like the most wonderful train ever. I'd give anything for a chance to pull it."

"Well, I'm sure you pull other trains, right?" Pinkie asked.

"No," Tilly huffed. "I'm just a switch engine. Everyone thinks I'm too little to take a train."

"What? That's crazy!" Rainbow snapped. "I saw you pulling that milk train! You were doing great!"

"Yeah..."

Just then, Tower's nose blew again.

"Tilly! Where are you?" His angry voice shouted out. "Get back here and wake up Jedadiah now so we can get this milk train going! Don't test me today!"

"Sounds like I gotta get going," Tilly said, taking a deep breath.

"Listen, Tilly," Rainbow said walking up so they could see each other clearly. "Don't give up. You just gotta keep working hard, work your way up, and I just know one day you'll get to pull a train."

"I hope I can," Tilly nodded.

"And between you and me," Rainbow continued, this time more hushed, "If you ever have to break a rule or two to get a train, as long as it's not causing too much trouble, you should go for it! When opportunity comes knocking, answer the door in a heartbeat."

Tilly was able to smile more. "Thanks, Rainbow."

"We should probably get going too," Twilight said. "It was really nice meeting you, Tilly!"

"I just wish we could have gotten to know you better," Rarity added.

"Hope we meet again soon," said Fluttershy.

"And when we do see you again," You'll be pulling your own train!" Pinkie smiled.

And with that, the five ponies walked off back to the birthday shed.

"They're right, Tilly," Chip said, hopping back onto Tilly's headlight. "Don't worry. You'll get your chance!"

"I hope I do," Tilly replied as she went off to get Jedediah.

"Are you ready?" Rolo asked Georgia who was all hooked up to the front of the train.

"Rearin' ta roll, Rolo!" Georgia nodded happily.

"Okay, Chippers!" Rolo called back cheerfully to his monkey assistant.

Chippers blew the whistle, lighting up the train, and everyone started coming out to board.

There were tons of animals coming along. One might have mistaken this for a circus train. There was a grumpy-looking mother goose, two giraffes, a panda bear, a baby elephant.

There were some people as well, a large basketball player, a life-sized ballerina doll, a platoon of toy soldiers, and teddy bears.

The station was also littered with all kinds of toys that needed to be put on board. The bears and a few of the animals set about carrying everything on board.

There was a lot of nice food as well; apples, oranges, melons, nuts. Many sweets such as cake and donuts. Crates full of hot dogs and hamburgers. Even a large turkey and some potatoes. One may think this train was getting ready for a feast.

Little did any of these animals or people suspect that they were being watched at that very moment. Up on a ledge just outside of the train yard, a large soda truck had stopped on the dirt road.

Captain Gutt peaked out the window, arm hanging down, and gazed down at the train through his spyglass, eyes watching hungrily as the train was being boarded. All those fruits, all those sweets, all about to be his. Just the sight of it all made his mouth water. His crew seems just as eager, most of them peaking out their windows from the cargo hold of the truck.

"Just look at all that loot, boys!" Gutt whispered back to his crew. "And soon, it will be all ours!"

"What a weird lookin' train, eh?" Raz muttered. "I mean, what? They going to the circus or some kids birthday party? Er what?"

"You can say that again, sister," Shira chuckled.

"Captain!" Flynn suddenly cried out. "Look! Hostiles spotted off the Starbucks bow!"

"Flynn, buddy, I told you!" Squint muttered, "It's Starboard! Not Starbucks!"

"Oh! Thanks Squint! I-I mean Starboard bow!"

"What kinda stupid name is Starbucks anyway?" Squint muttered again.

Gutt looked again through his glass at the spot Flynn had pointed out, and easily spotted the hostiles; five multi-colored ponies. It's them!

"Ah," Gutt said musingly. "It's those ponies again! So, looks like they are coming along for the trip! Things just got that much more interesting!" He flashed another wicked smile as he imagined what he would do to the ponies this time when he got his chance.

He hated these six ponies. Memories flooded back to him about all the time they had ruined their pillages and heists. That would NOT happen this time.

"Shall we head down and engage now, Captain?" Shira asked.

"Negative!" Gutt replied. "We're too close to civilization. We don't know what security 'round here is like! Twilight and her friends will be tough enough on their own. We'll follow the train, and wait for the right place and time to hit 'em!"

The other pirates chuckled at the sound of that.

And that's when Gutt remembered something.

"Raz!" He called back, "my medallion!" He held out his hand through the rear-view window.

"'Ere ya go, Captain!" Raz replied happily as she reached over through the cargo window, and slipped the said medallion into Gutt's hand.

It was another spoil they had gotten on their heist of the Canterlot Talisman Vault; A large emerald, the size of an apple, attached to a golden chain. The emerald contained powerful magic that would protect its wearer from mostly any kind of unicorn magic. Gutt slipped it on over his neck before calling back again.

"Gupta, time to fly the colors!"

The five ponies arrived back at the birthday shed, and saw how things were going well.

"It's good thing you guys loaded up early," Rolo said as they walked passed him. "Makes things a lot easier for the rest of us. More room, ya know?"

"You want us to help load up, maybe?" Twilight asked.

"Sure, if you don't mind," Rolo answered. "You can go help pack up the toys and food over there." He pointed at the piles of toys and food being loaded on.

"We'll let you guys get to this," Rainbow said. "I don't really think we can do anything." She, Fluttershy and Pinkie headed off to their own car to await departure.

Twilight and Rarity walked up to the loads, and started using their magic to lift it up.

At first, Rarity tried to carry as many things as she could with her magic. She did carry a lot, and everyone watching ooed as they watched the supernatural magic lift up the toys into the air. They had never seen such magic before, so this was pretty cool for them.

But then Twilight started using her magic, lifting up just as much as Rairty could, plus a few more things. This won just as many oos.

The two unicorns loaded up the train. It was just about ready to go. All that was left now was to get on board.

Twilight and Rarity got back to their seats, and sat down on opposing benches; Rairity besides Fluttershy and Apple Jack. Twilight beside Pinkie Pie and Rainbow Dash.

Rarity cast a sad glance out the window. She knew Twilight was only doing her small part that she needed to do when loading the train. Knowing Twilight, she probably could have taken the whole pile if she needed to.

Oh, how Rarity wished she could be as good as Twilight, for her friends to see her as more than just a whiney, princessy lady who was only knowledgeable in fashion and manners and elegance. She could be so much more.

While her friends started chatting, she just looked out the window and waited for the world to start rolling by as it did on the train; to see the beautiful countryside.

"Um-uh, it is my honor to say," Rolo tried to announce from Georgia's cockpit, "that it's time to-uh. Time-time to..."

Everyone on the train was either rolling their eyes or giggling at the clown. A little cake being carried by mice was rushing through to get their cake on board one of the box cars. They made it in time.

"Who put this clown in charge?" Rainbow whispered to Pinkie with a chuckle.

"Oh, come on! Let's go!" Snapped the goose from the car.

Georgia took that as her cue, and started chugging off. The sudden jerk made Rolo fall back into the coal car. He pulled himself up, coughing and covered in charcoal.

"Uh, yeah- uh, go!" He coughed.

And so the train was finally off. Tilly watched with sad eyes as the most wonderful train she'd ever seen started puffing off, thinking to herself "I can do that."

Also, as the train puffed off, everyone aboard remained completely oblivious to the soda truck following them, with a black-and-white badger clinging to the antenna.

Eric sat on his swing set, looking off at the mountain, still waiting for a little train carrying all his dreams to come around.

"Are you still dreaming?" Jill's voice asked behind him. "You and that dumb train."

"It's not dumb!" He snapped back.

"It's worse than dumb," She replied. "It's not even real."

"It will come!" Eric snapped, trying to keep his hopes up. "I know it will!"

But a tear ran down his face, as the thoughts of it not coming crossed his mind.

"I know it will!"

Georgia Breaks Down

In a manner of minutes, the birthday train was chugging along through the woods, the train yard disappearing behind them, and Georgia happily puffing along, and all her passengers enjoying the ride. With nothing to do, the ponies were allowed to just relax and enjoy the ride to town.

Rainbow Dash, tired of flying all the way, had decided to take a nap on Apple Jack's apples, leaving Pinkie, Twilight and Spike to chat.

Beside Rarity, Fluttershy and Apple Jack were having a chat too, about nothing in particular. Rarity was not really listening. Her thoughts were still on how much greater Twilight was than her. She just looked out the window at the trees and stone passing by as her thoughts kept biting at her.

She had already envied Twilight in how she grew up in Canterlot, let alone at Celestia's side. Come to think of it, that was probably why Twilight was so much more talented with magic. Plus she remembered Twilight had studied magic for most of her life, and worked hard, while Rarity mostly pursued her dream of being a fashion designer, dreaming of the high-cultured life Twilight was living. And now, look where that's gotten her.

She suddenly felt a hoof gently tap her on the shoulder, making her spin around to face Fluttershy.

"Hey, Rarity?" Her friend asked in a gentle voice. "Are you okay? You've been so quiet."

Rarity decided to tell Fluttershy about the problem. She thought it would be nice hearing her thoughts.

"Oh, I'm just thinking," She began. "It's just that you've seen how amazing Twilight is. How good she is with magic, right?"

"Yeah?"

"You've seen all the spells she knows; how she found all of your animal friends, and helped Pinkie with her party stuff, and helped load up all those toys, right?"

"Yeah?" Fluttershy's voice beckoned for Rarity to go on.

"It's just that sometimes I wish I could be just as good as her; that I could do incredible things with my magic as well. But I can only do the basic spell of levitation, even if I am pretty good at that one. I suppose I can also uncover gems in the earth and trim hedges, but what good have those skills done us on the adventures we've been on? And on top of that, Twilight is a genius and a natural leader!"

She huffed and rested her chin on her hoof. "Let's face it; compared to her, I'm useless!"

"Oh," Fluttershy said gingerly. "Oh I know exactly how you feel. I compare my flying skills to Rainbow Dash all the time. And I use to feel useless as long as she was around. But do you remember that time we made that water tornado for Cloudsdale? In the end, my flying really helped out a lot. So you might not think you're helpful, but you really are!"

"This is different, Fluttershy," Rarity continued. "In the tornado episode, the tornado was a group effort that every pony needed to pitch in for. When Twilight needs to use her magic, she can fix the problem all by herself. And besides, you have other skills that have helped us before. Your hidden anger helped us deal with that dragon that one time; and your talking to animals have helped too. And what have I got? Tailoring? Finding gems? Trimming hedges? Honestly, can you think of more useless talents?

"Rarity," Apple Jack's voice spoke up before Fluttershy could answer. Rarity and Fluttershy turned to face her. "You're not useless; you're one of us." Her voice was as warm as ever, and her face honest. "You're one of the Elements of Harmony. And ya'll know it takes all the Elements for their magic to work! If just one's missin', we're incomplete, ya know?"

"Yes," Rarity huffed. "But that's pretty much all I'm good for, isn't it?"

"No it ain't! You HAVE done good for us on our travels," Apple Jack continued. "Like remember when we were trying to cross that river and you fixed the serpent's mustache?"

"Or how about the changeling fight and you beat the cud out of so many changelings?" Fluttershy added.

"And you gave those diamond dogs a whoopin' back in those days, right?"

"Looking back now, those never really seemed all that important," Rarity replied, still sulking. "Besides, you still came to rescue me from the diamond dogs, remember? Even if I WAS handling them okay."

"And you're good at other stuff," Apple Jack continued. "You make the most beautiful clothes in equestria, and know so much about royal city life and manners and all that. And about the clothes again, just imagine how happy all the kids in town will be when they start puttin' them on!"

"Well, let's see my clothes and elegance and manners save us when we are hanging from a cliffside or facing a horrible monster!" Rarity hissed. "I barely do anything on our journeys. In fact, if I recall, most of the time I just get into trouble that the rest of you have to save me from."

Applejack frowned. "Well, she does have a point there," She whispered back to Fluttershy.

Fluttershy then remembered something, and smiled again at Rarity. "But you know, you've been trying to do better, right?" She rested her hoof on Rarity's shoulder. "I mean, you've been practicing your Kung Fu more, right?"

"Well, yes..." Rarity answered.

"And you've been practicing more with the levitation spell so you can lift bigger things and more things, and use them in times of stress, like fights, right?"

"Yes, I have," Rarity nodded.

"And you've been taking those first aid spell training courses, right?"

"Yes! That's true!" Rarity felt better as Fluttershy reminded her of all these things.

"There, ya see?" Apple Jack continued. "You're already working toward doing better and helping out the team more."

"You'll get a chance," Fluttershy added. "Someday, we'll be in danger that we need YOU to get us out of. THAT will be your time to shine."

Rarity looked back at her two supportive friends, taking in their smiles and their words. She was so lucky to have such wonderful, caring supportive friends, all of them.

"Thanks girls," She said, smiling back. "And you're right. When I'm needed, I'll-"

She was suddenly interrupted when there was a loud spring sound, and some clanking and steel grinding.

Everyone in the cart was alerted, and tried to look out the window up ahead. Even Rainbow was woken up from her nap. They saw up ahead, smoke was spewing from Georgia's boiler.

She made a turn at one junction, pulling off the main track and into a siding so she would be out of the way of oncoming trains. It was clear she was about to break down.

Georgia started slowing down, and her wheels were groaning more. At last, she came to a stop, and there was a loud bang, followed by Georgia moaning "Ow!"

"What the hay was that?" Rainbow asked. "What's going on?"

"I dunno," Twilight answered. "Let's go check it out. Maybe we can help."

All seven of them were out in a second, out heading up to Georgia. Rolo was already driven gittery, jumping up and down on a pogo stick, as if he could not stand still he was so nervous.

"Huh? What? -Who? When? How?" He tried to speak, stumbling over his words.

"Why did we stop?" A the goose demanded, trotting angrily up to Georgia.

"Y-Yeah!" Rolo stuttered. "Wh-what she said!"

"I dunno," Georgia answered. "Something went 'spoing!' and then I just stopped. I sure am sorry."

Just then, Rolo slipped and crashed down into the dirt.

"I knew it! I knew it!" Hissed the goose. "We'll never get over the mountain!"

"Is there anything we can do to help Georgia?" Pinkie asked, walking up to her.

"Well, any of y'all know anything about engineering?" Geogia replied with a slight giggle.

Each of the ponies all shook their heads and muttered 'nope' and such things.

"Well, I do appreciate the concern," Georgia smiled.

"Does it hurt?" asked Chippers, the monkey, climbing on Georgia's burnt smokestack.

"Oh, no Chippers," Georgia answered. "It doesn't hurt much. I just can't go."

"Oh really now?" Shouted a gleeful, gruff voice. "Haha! Did you hear that boys? The train just broke down! Ah, this is perfect! I couldn't have planned this better myself!"

Each of the ponies looked off in horror at the source of the familiar voice. It was atop a small rise just a few yards away from the tracks, upon which a blue soda truck had parked. The badger clinging to the antenna had slid down to the ground. A big black ape had hopped out of the driver's seat and rolled over to the other side of the truck so he could face the train. A little bird had also swooped out of the passenger's seat, and onto the ape's shoulder.

Flynn opened up the back of the truck, letting the rest of the salty crew out as they lined up beside their captain. Raz pulled fish bone weapons from her pouch and passed them out to each of her allies.

Each of the poinies gasped in horror. Georgia, Rolo, Chippers and the goose simply looked on in confusion.

"Oh no!" Twilight cursed. "Gutt! You followed us here? Really?"

"I told ya, Twilight!" Gutt shouted, his voice still merry. "There's a 'captain' in there somewhere."

"The only thing you'll ever be captain of is captain of the losers!" Rainbow shouted out mockingly, making the other ponies giggle.

"Oh, yeah, haha, that's really funny," Gutt muttered. "Just like all those other times you used that line, Rainbow."

"Hi Twilight!" Flynn waved with a wide smile. "Hi Rainbow! Hi Pinkie! Hi Fluttershy! Hi Apple Jack! Hi Rarity! Hi Spike!"

"Hello, Flynn," everyone rolled their eyes and groaned.

"Are you like stalking us or something?" Rainbow added.

"Well," Silas answered, rubbing his chin, "if by stalking, you mean in the sense that a predator stalks prey? Then yes! We are stalking you!"

"I thought we were done with you loonies after that time you interrupted the Summer Sun Cruise!" Apple Jack barked.

The pirates started cackling.

"Us? Drown at sea in that storm?" Shira laughed. "That's just stupid. It's like saying a phoenix was burned in a fire!"

"Great metaphor there, Shira!" Gutt nodded.

"What are you doing here?" Twilight demanded. "What do you want?"

"Isn't it obvious?" Gutt asked. "We've seen all those mouth-waterin' snacks on that there train, and we want 'em!"

"So, we'll be taking them now," Flynn added, "if you please."

"Well, I'm afraid we can't let you do that," Rarity grunted, trying to sound dignified. "Everything on this train is going to the town on the other side of the mountain, to children who need these things much more than you do!"

"Yeah!" Pinkie added, cheering triumphantly. "If you want this train, you're gonna have to go through OUR scurvy crew first!"

"Oh, we'll go through you alright!" Squint cackled menacingly, pulling out his knife.

"Alright," Gutt snarled, readying his sword. "Enough gab! Come on boys! It's pillagin' time!" He raised his sword up into the air as he rushed down the rise.

"CHARGE!" Squint shouted as the rest of the crew rushed in after their leader.

Rolo, Chippers, and the goose all cowered behind Georgia.

"Alright! Let's do this!" Rainbow shouted as she prepared to charge as well.

"Wait!" Twilight snapped. "I got another idea."

Everyone turned to her as she charged magic in her horn. A beam shot up into the air, and within seconds, a large purple dome had spread out, covering the entire train.

Seeing the dome, the crew hit the breaks, trying to stop, but it was too late. They all ran right smack into the dome. They pulled away after a second, and looked it over.

The ponies were all silent as Gutt stroked his beard. First, he tapped the dome with the edge of the sword. It hit the dome and made a sound as if he were tapping a glass window at the aquarium. After a minute, he tapped it with his finger, and then started feeling it with his hands.

Next, he rolled over to Squint, picked him up, and pulled him back like a slingshot, flinging him at the dome. The rabbit hit the dome smack on his belly.

"Haha!" Rainbow laughed. "Hey, hey, guys! This is what he's like." She walked up to the dome and stood up on her hind legs, and put on a stupid look.

"Duhhhhh, hey- what is this?" She started tapping the dome like Gutt did, making him stop. "It's... some sorta... force... field!"

All the ponies, as well as Rolo and his friends, all broke down laughing at Rainbow's impression. Gutt just glared at her, unamused.

Even Flynn started laughing. "Oh, she nailed you just right, Captain!" He giggled.

"Raz," Gutt muttered as he snapped his fingers, "Will you?"

"Yessir!" The kangaroo said as she gave Flynn a hard bonk on the head, silencing him.

When the ponies were done laughing, Twilight walked up to the force field and looked Gutt in the eye.

"There's many spells I know that you still haven't seen me use, Captain," She said tauntingly.

"Really now?" Gutt grinned. "Well, tell me, do you remember THIS?" he pulled out from behind him his green medallion.

Twilight's eyes widened in horror as she and Rainbow stepped back from the dome.

"You dispelling stone?" She gasped. "I-I forgot about that!"

"What?" Rolo asked. "Wh-what's a d-d-d-dispelling s-stone?"

"It's an enchanted gem that can cancel out unicorn magic," Twilight answered. "If you wear it like a necklace, you become immune to all kinds of unicorn magic."

"Yes, you mean like THIS?" Gutt slipped the necklace over his neck. "Let's see how well this thing works now!" Sword in hand, he took a step forward, and entered the dome, slipping through the barrier as though it were a smokescreen.

"Now then," Gutt grinned, "let's see how well you-huh?"

He did not finish when six angry-looking ponies surrounded him.

"We don't need Twilight's magic for just you!" Rainbow snickered as she cracked her hooves.

Gutt gulped. "I should have thought this through more."

From outside the dome, the rest of the crew all heard the sound of punches and kicks and their captain moaning and shouting in pain as the ponies beat the cud out of him. Without any way to enter the barrier, there was no way they could help him.

A paw on his chin, Gupta was thinking.

"I feel like I've seen this before somewhere," he said. "A gang of tough, technicolor girls beating the crud out of an ape... where have I seen that before? Hm..."

"Beats me?" Squint shrugged. "Any ideas, Flynn?"

The seal simply shook his head.

Finally, Gutt was kicked hard in the stomach, blasting him up into the air, screaming, as he plummeted down and hit the dirt hard, his sword tossed out after him.

Gutt lifted his head out of the dirt, his face having one black-eye, a lost tooth, and pegasi dancing around his face.

"You okay, captain?" Shira asked.

"Yeah," Gutt answered with a smile as he looked at her. "I'm okay, Auntie Gizzard. Hey, I didn't know you had a twin sister!"

Silas came back from the truck, carrying a bucket of water, and splashed it on the captain's face, waking him up.

Gutt shook his head as his senses returned, got to his feet, and dusted himself off, glaring back at the dome, still thinking.

"Let's try something," he said. "Raz, give me your hand!" he held out his hand for Raz's, which she quickly took.

Together, they charged at the dome. Gutt made it through again, but Raz was kept out. Gutt pulled and pulled at her to try and get her in, until she finally hissed "Captain, that hurts!" and that's when he stopped and hopped back out before the ponies could beat him again.

"Alright," he muttered. "It looks like only one of us can get through."

"And it would take more than one of us to do any serious damage," Gupta added.

"Precisely," Gutt replied.

"Looks like we gotcha beat!" Apple Jack smirked.

"Yeah," Rainbow added. "So why don't you guys go back to your ship and cry!"

"You know us better than that!" Gutt hissed back. "We don't give up that easily. You can't stay in that dome forever! You're gonna have to come out eventually. And we'll be waiting right here for when you do!"

And with that, the pirates all moved off away from the dome, closer to their truck, and sat down on the grass, getting comfortable.

"Alright," Twilight announced. "Looks like they'll be off our tail for a while."

Rarity felt a little sad again, seeing how Twilight had outshine her yet again. Really though, she was more relieved that they would not have to fight... yet.

Rolo exhaled as he, Chippers, and the goose came out from behind Georgia.

"What is going on here?" He asked. "Who are those guys? Do you know them? Or what?"

"It's a long story," Rainbow shrugged and scratched the back of her head.

"Yes, right now I believe we other matters to attend to," Rarity added. "What are we going to do about poor Georgia? About the train?"

"Well, um..." Rolo stuttered an answer, "As director-that is, head... that is leader of the playthings- er- I mean toys-um... I'll go back for assistance-um- help. That kinda thing, you know." He started walking back, but his pants suddenly fell down and he tripped over them.

"No Rolo, wait," Twilight said. "Bad idea. You go outside the dome, and the pirates will tear you apart! We're sitting ducks here right now."

"Oh, right-" Rolo nodded nervously. "Eh, good point. Thanks Twilight."

"It would be over quicker if we just beat the crud out of them now!" Rainbow hissed. "I mean, you know Gutt. If we don't beat him up now, he'll just keep pestering us until we do!"

"I know Rainbow," Twilight huffed. "But I just don't want to risk anyone getting hurt here; not us or the other passengers. We need to look good for the party tomorrow, remember."

"Eh, right," Rainbow muttered in agreement.

"So what should we do then?" Pinkie asked.

"Well, how about I just signal for help?" Georgia suggested.

"I know!" Rolo announced, "We'll signal for help!"

The annoyed goose slapped herself in the forehead as Georgia started tooting, sending smoke up into the sky from her burnt-up smoke stack.

Back in the train yard, Chip could see the smoke flying above. He swooped down to tell Tilly.

"Tilly!" he exclaimed. "Something's wrong!"

Tilly looked off and saw the smoke signal Chip had seen.

"It's Geogia!" She cried. "She's in trouble!" She knew what to do. She sped off toward the Doctor train's shed.

"Doc! Doc!" She panted as she rushed up to the humble-looking green engine. "Train in trouble! It's Georgia and the Birthday Train!"

Doc's eyes widened in alarm. "There's no time to loose!" He sped off toward the smoke signal.

Filler: Explanations

Inside some studio, three ponies sat together at a desk, staring straight into a camera.

"Hello, everypony," said the purple one. "I'm Twilight Sparkle."

"I'm Pinkie Pie!" The pink one followed.

"I'm Rarity," said the white.

"And I'm Batman," Hissed a voice from the shadows.

The three startled mares turned to the shadows, trying to see the source of the horrifying voice. In the darkness though, they could only make out his eyes. They all simply looked at the shadow confused before a voice off screen called out to them.

"Just ignore him for now, girls."

The three ponies turned back to the camera, and Twilight cleared her throat and smiled before she continued.

"A lot of you probably have a lot of questions about this story. Things like 'Where did Gutt get those talismen?' and 'how does Gutt know Twilight and her friends?'."

"Well the wait is over!" Pinkie exclaimed. "Because right now, ALL will become clear!" She spoke in a dark foreboding tone at the last statement.

Rarity cleared her throat as she began the tale. "It all started with Doctor Whooves and Derpy, who were on another time-traveling adventure in their time machine, and traveled back to the Ice Age, where Gutt and his crew found them out at sea. Gutt was fascinated by the time machine-"

"I think it's called the Tardis, Rarity," Twilight interrupted.

"Ah, yes, sorry," Rarity nodded as she continued. "So the crew tortured the Doctor and Derpy into telling about how to use the Tardis, and so they used it to jump ahead into Equestria, in our time."

"Amazed by the new world, and all the new foods to try, they robbed a few small towns searching for food like they normally did," Twilight continued, "But as their amazing new adventures continued, Gutt set his sights on magic. He wanted to use it to become more than what he already was; to steal more food, to crush more of his enemies, to become a greater pirate than he ever dreamed of!"

"Eventually," Pinkie picked up, "they ran into the Diamond Dogs, and started this underground trade with them. The crew would go around stealing gems and gold instead of just food, trading regular with the dogs to buy enchanted gemstones."

"Yes, the diamond dogs actually have them," Rarity added. She glanced at the clock. "Oh!" She squeaked before turning back to the camera. "And now, a word from our sponsor!"

Love diamonds and jewels?

Looking to use magic, but you're a non-magical being?

Have an evil plan that you can't pull off without the power of magic gemstones?

Then come on down to Diamond Dogs'!

(Rover appears on Screen as he walks down through the Diamond Dog's mine, his dog minions behind him hard at work.)

"We Diamond Dogs make a living of searching and scavenging the Earth for the finest stones, regular and magical," Rover started, "So you know I'm telling the truth when I say we have the BIGGEST collection of gemstones known to ponykind!"

(He passes by a vault where thousands of gleaming gems are seen.)

"Woo! Just look at all of 'em! Can't you imagine yourself with one of these? To wear as jewelry? To decorate your house? Oh, and let's not forget the magic gems again!"

(A clip of creatures with magic gems goes by, doing all sorts of things: Causing explosions, levitating things, conjuring storms, becoming invisible.)

"You think you got cool powers in Bioshock? You ain't seen nothing!"

"We take bits of course, but we have other deals! Just bring us a few of your regular gems, and trade them in for an enchanted gem! Or visa-versa!"

"Here at Diamond Dogs', we ensure our customer's 100% satisfaction, or their money-back!"

(Fido pops out from a rock)

"You hear that, folks?" Fido repeated. "We give refunds! How many places you know these days give refunds?"

Captain Gutt - Satisfied Customer

"Well, ya see," Gutt began as he sat in his chair, "My crew and I were planning to rob this bank thing, and no way we could go up against unicorns without magic of our own, so we got a few gems came to Diamond Dogs, and now look at what I got!" He lifted his arm, revealing a gauntlet with an orange gem embedded in the palm.

"And now look what I can do!" He raised his hand, and there was a large boom that shook the camera and blasted a large whole in the wall. "Pretty cool, huh?"

Trixie

Trixie sits in the same chair, wearing an evil-looking amulet with a red stone around her neck. "I came looking for a magical gem that could hopefully improve my magic, and they sold me this amulet here," She said. "It really works, I must say. Now, I can truly feel like The Great and Powerful Trixie!"

Princess Luna

Princess Luna now sits in the chair, wearing a beautiful necklace and a tiara, and a few bracelets on her legs.

"I know many don't trust the diamond dogs," She says, "and frankly I can see why. They have good reason for that. But they're good at what they do; collecting gems. And they know how to drive a hard bargain. I-I don't know. I just waltzed in and the teenage foal in me just awakened, you know? I was all like 'I'm going shopping!' I guess you can see that here, right?" She held up her jewelry to show the cameral.

Diamond Dogs'! The Best Treasures found Underneath!

Visit your local barren wasteland for details!

"Welcome back!" Pinkie exclaimed as the camera returned to the desk. "And now, back with the story!"

"So Gutt and his crew started using their magic gems to pull off tougher heists, finding greater treasures and beating greater enemies," Twilight continued. "So many had tried to stop him. The authorities were all over the place looking for him, a few towns had bounties on his head... it was crazy! It wasn't long before he set his sights on the biggest target of his reign!

"He set his sights on the Royal Canterlot Talisman Bank! A vault that held countless artifacts and talismans. A vault only Princess Celestia and Princess Luna could open."

"He ponynapped Blueblood and Cadence and held them hostage to force Celestia to open the vault for them," Pinkie continued.

"Inside the vault, they found all kinds of magic gems," Rarity added. "Much more than the Diamond Dogs could provide them."

"One of the things they found was that crystal ball you've seen before," Twilight went on. "It has the power to look into different time periods and dimensions, and lets its user jump to them. They used the ball to make their escape back to their time zone, bringing most of the magic gems with them."

"Since then," Rarity picked up, "They've been taking their powers for joyrides, jumping all over time and space, robbing the innocent as they went along. They've shown their faces back in Equestria a few times as a matter of fact."

"And since then," Twilight continued, "the six of us have actually been tasked by Celestia to try and stop Gutt. Not just to stop the robberies, but also because if he keeps jumping across time and space like this, it will eventually rip apart the space-time continuum!"

"It's complicated," Pinkie whispered. "I mean, what happened to the simple story about getting the train over the mountain to the town here?"

"Pinkie's right," Rarity nodded. "That space-time aspect is another story. The focus of this one is on getting the birthday train over the mountain."

"Seems like a pretty big thing to leave out, don't you think?" Batman asked from the shadows.

"Again, we're just keeping it simple here," Twilight replied.

"And that still doesn't explain where they got that Truck from," Batman added.

"Well, you're a detective, right?" Rarity said, a little snobbishly. "It's quite simple. They jumped ahead to the future, where cars and trucks exist, and stole a truck. It makes land travel much easier for them."

"What doesn't make sense to me though," Twilight added, "is that why didn't they grab some useful weapons? Like guns or tasers? Or anything else they have in the future?"

"Gutt's a simple guy with simple tastes," Pinkie shrugged.

"Oh, and another thing," Rarity added. "You may have noticed that the boar from Gutt's crew is not in this story."

"What's that guys name again?" Pinkie asked. "I think it was Borris, right?"

"It's Dobson," Twilight answered. "And he died on one of the heists that the crew was on, I think."

"But really, who cares?" Rarity asked. "He was the LEAST interesting of the pirates. I remember nothing about him from the movie."

"Yeah, that guy was boring!" Pinkie said, rolling her eyes. "All he was good for pretty much was head-butting people."

"Well, anyway," Twilight said with a smile after a deep breath, "We hope this helps the story make more sense to all of you. Thank you for reading, and we'll see you next chapter!"

She, Rarity, and Pinkie all smiled and waved at the screen. When the director shouted "cut!", Pinkie turned back to the shadow.

"So, Batman, how did you-"

She stopped when she noticed that Batman was not there. She scratched her head, trying to figure out where he went, but then decided to ignore it. After all, it's Batman!

"Okay, who's up for pizza?" She asked, turning to her two friends. They both smiled and nodded as they all got up from their desk and headed for the door, chatting away.

Down the hall, they passed buy one conference room with the door open. Inside, Shira was on a laptop, skyping with Diego. Raz came over and sat down beside her, a coffee mug in each hand.

Farnsworth

Before long, Doc had arrived on the scene, and hooked up his stethoscope to Georgia's boiler. Rolo, the goose, Chippers, and the ponies all stood outside and watched, waiting to hear if Georgia was okay.

"Say 'toot!'" he commanded.

Georgia let out a long toot, which sounded like a moan, as a weak puff of smoke rose from her funnel before dispersing.

Doc listened intently, for a moment, thinking, before he finally shook his head and smiled.

"Well, you'll be alright," he said warmly. "It's just a bit of build-up in the boiler. But there won't be any mountain-climbing for a few days."

Georgia sadly looked at the ground, as did most of the others, as Doc said that last statement. Rolo was the first to panic.

"But Doc!" He exclaimed urgently, running up to face Doc. "We gotta get the birthday train over-uh, over-the... the thing! That big-uh lump! That-that moutain! T-t-t-today!"

"Yeah!" Pinkie added as she joined Rolo. "And the pirates! We gotta get away from the pirates! They're crazy I tells ya! CRAZY!"

Outside the dome, the pirates were all sitting on their ledge in a circle, playing a card game. They were prepared to stay as long as they needed to.

"I'm sorry," Doc replied to the two hysterical figures before him. "I can't help. I've got to get Georgia back to the round house."

"But-But-But-" Rolo tried to protest, but failed. Doc interrupted him though with a suggestion.

"Why not just try to flag down another engine?"

"Yeah," Georgia added as she smiled. "Farnsworth and Pete will be along soon enough."

A smile spread across Rolo's face. "Right! Of course! That's what we'll do!"

"Wait a minute," Twilight snapped stepping up. "We still have to think this through. We still can't leave the dome as long as the pirates are out there!"

"Then let's go out there and beat the cud out of them!" Rainbow hissed.

"We're not doing that, Rainbow!" Twilight groaned.

"What we need here is a plan!" Applejack said. "Every pony huddle up!"

At her command, the six ponies swamped up together in a huddle. Spike, Rolo, and Chippers tried to listen in, but not very well.

"This is kinda dumb," Rainbow started. "I mean do you guys really think any other train is going to stop to help us? I mean go out of their way THIS much?"

"It's worth a try," Pinkie replied. "I mean it's all we got right now, right?"

Twilight began, "We should split into two groups. Half of us stay with the train. The others go with Rollo to flag down another engine."

"Great idea," Fluttershy nodded. "But who does what?"

"Well, I need to stay in here to keep the force-field up," Twilight continued.

"But without your magic," Pinkie sputtered out, "the pirates will swarm us!"

"Right, that's the thing," Twilight muttered. "There's gotta be another way to keep them off our tail."

Every pony was silent for a moment as they thought of an answer.

Rarity thought hard. And finally, she thought of something.

"I've got it!" She exclaimed. The other five turned to her. "We'll use a little something I like to call... intimidation!"

"What do you mean, Rarity?" Rainbow asked.

"Let us break, and I'll show you," She smiled.

"Okay," Twilight nodded. "Break!"

The six ponies slapped a six-way brohoof in the middle as they broke apart.

Rarity faced the rock wall. Her horn glowed blue as she focused on her levitation spell on four boulders that stood out to her.

With a grunt and a few strong pulls, squinting her eyes to focus more, she wrenched the four boulders from the wall, each one about the size of a desk, and levitated them around her.

Lifting the rocks was a little difficult for Rarity at first, not being use to carrying such heavy things, but she adjusted to the weight and held them up.

"I'll go out carrying these," Rarity said turning back to her friends as she explained. "Even Gutt won't be foolish enough to attack me while I'm carrying these!"

"That's a great idea, Rarity!" Spike said enthusiastically.

"Yeah! Great!" Twilight nodded. "Are you sure you can handle them though?"

"Of course," Rarity nodded. "You've seen me in action, dear. I can muster the strength I need when the time rises."

"Great!" Rolo exclaimed. "Sounds like we're covered here!"

Twilight turned to Applejack quick. "Applejack, Fluttershy, Pinkie," she said, "Think you three can go out there too and back her up?"

"You got it, sugarcube!" Applejack saluted.

"Oh, I'll go get my party cannon!" Pinkie squeaked. "I think I'm gonna need it!" She slid on back to the box cars.

Rarity was a little taken-back by the sudden order.

"Twilight, do you not think I can handle this?"

"Huh? Oh, no it's not that, Rarity," Twilight shook her head. "It's just- remember, this is Captain Gutt we're dealing with. It'll probably take more than one of us to hold him back, you know..."

"Ah, yes," Rarity nodded. "Good point." She was relieved that Twilight seemed to still have faith in her. This could be her chance that she and Fluttershy were talking about. She was NOT going to mess this up! She was going to show that she could be just as competent and useful as Twilight!

"Alright!" Rolo exclaimed a second time. "So we're all set up and ready to go?"

"Yep. Looks like it," Applejack answered.

"So all that's left to do now is wait!" A smile was on his face as he readjusted his overalls. He was clearly confident that these ponies would protect him, another train would come, and everything would work out okay.

"I know an engine will come along! I'm sure it will!" After a moment, his confidence left him. "I think... maybe... please?" He held his hands up in a prayer.

And after a moment, his prayer it seemed was answered. He heard the loud horn of a diesel engine. Everyone's faces lightened up as they heard it too.

"See?" Rolo smiled. "I told you guys so! Uh-Did I know or what?"

"You're lucky, that's what," grumbled the goose.

"Come on, let's go flag him down!" Pinkie shouted as she pulled up, pushing her party cannon.

Rollo headed for the edge of the dome, Chippers, the goose, and the four ponies following suite. Rainbow and Spike stayed with Twilight.

"You sure you can handle those rocks, Rarity?" Rainbow asked as she walked passed Rarity towards Twilight.

"I think I can!" Rarity replied confidently.

At first, Rolo was nervous about leaving the dome. He stepped his foot out, passing through just as easily as Gutt had earlier. He stepped out of the dome finally as the others followed.

The pirates were still on their game when Squint looked over his shoulder and noticed their victims coming out from the dome.

"Hey, look!" Squint exclaimed, jumping up and grabbing his knife. "They're comin' out of the dome! Let's get 'em!"

"No! Squint! Wait!" Raz shouted. Too late.

Squint went charging down the ledge toward his enemies, screaming like the mighty warrior he clearly was not.

"Yikes!" Rolo yelped as he jumped into Chipper's arms.

The ponies all stood their ground, watching as the rabbit approached them.

"I'll handle this, girls," Rarity said as she took a step forward, still glaring as Squint rapidly approached them. She still held her rocks at the ready.

Squint was really close now.

Focusing on the earth before her, Rarity pushed up a stump of Earth.

Smack! Squint hit the stump head-on. He lay against the rock as though plastered there, twitching.

Gutt groaned at his crewman's arrogance, and where it landed him, as did many of the others.

"Great shot, Rarity!" Applejack said to her friend, slapping her a brohoof.

"Why thank you, Applejack," Rarity smiled back.

"Gupta," Gutt grunted at his flag boy, "Go get him."

"Aye, sir," Gupta muttered as he waddled down towards Squint as the ponies and playthings continued on their way.

As he did so, Gutt looked over the ponies. He did indeed notice the massive boulders that Rarity was levitating with her, as his entire crew did... besides Squint.

"So what should we do, captain?" Shira asked. "Should we engage?"

"Negative," Gutt answered. "Rarity's got them boulders there. Attacking them head-on would be suicide!"

"Come on, Captain," Raz begged, "it's just Rarity. Ya know she ain't all that!"

"Rarity may not be as powerful as Twilight," Gutt responded, "But she's still a force to be reckoned with."

"I'm watching you, you barbarians!" Rarity called out to them, her voice stern.

"If you ask me," Silas spoke up, "those rocks are a bit threatening. Still, the only reason I say we don't rush them now is because of the three others."

"Yeah," Flynn added. "Especially Fluttershy! She's scary when she's mad! Remember that time she blew a fuse and beat the crud out of Shira?"

Shira growled at her crew mate, trying to hint him to shut up. Fat chance that would happen.

Gupta waddled back up to the group, dragging Squint by the ears behind him. Once they were back, Gupta slapped Squint, bringing him back to his senses. Both stood at attention.

"They're probably going to flag down another engine," Gutt observed. "We need to keep an eye on both groups here." After a moment of thinking and stroking his beard, he turned back to his crew and started pointing them out.

"Shira, Silas, you two are with me! Raz, take everyone else, and go watch the flagger-party!"

"Aye-aye, Captain Gutt!" Everyone shouted in unison.

"Raz, you're in charge here," Gutt continued. "Just keep an eye on them. Keep your distance. Only strike if you see an opening and they drop their guard!"

"Sure thing, boss!" Raz nodded.

This comment irked Squint. He would have loved to be in charge.

Raz hopped off after the good guys, with Flynn, Squint and Gupta in tow. The bird and the tiger stayed with the captain, sitting back down on the grass, getting ready to shuffle up their cards again.

On the other side of the rock wall, with a red flag in his hand, Rolo stepped onto the tracks, and started waving it to alert the oncoming blue diesel engine to stop. The ponies and toys all stood by on the side of the tracks as the engine in the distance started to get closer. A few other toys have gotten off the train to try and help flag down a train as well.

And then Fluttershy noticed Raz and her team approaching them from the side.

"Oh my!" she squeaked, suddenly horrified.

Rarity noticed this and raised her boulders to throw at them. They all stopped when they saw her glare at them. They all stepped back until they were at a safe distance away from the good guys.

"Never mind them," Rarity announced to everyone. "They won't be coming near US anytime soon. I won't let them!"

"Stop! Oh please, Stop!" Rollo was screaming out towards the blue diesel as he approached.

The diesel, actually named Farnsworth, soon noticed him, and urgently slammed on his breaks, making the wheels screech as they started to come to a stop. He was coming up fast though. Rolo just stood there, suddenly scared to move.

"What are you doing?" Pinkie shouted at him. "Get out of the way, dummy!"

Rarity turned to Rolo. Thinking fast, she focused a little more on him, gripping him with levitation, and pulled off to the side of the tracks before Farnsworth could hit him, just as he was finally came to a stop.

"Woah. Th-thanks Rariy," Rolo stuttered.

"You're quite welcome," Rarity smiled back.

"What do you think you're doing?" Farnswroth asked impatiently.

"Well-I-uh-uh-she-they... uh, we-we-uh-" Rolo kept stuttering, trying to think of what to say. The toys and ponies alike all shook their heads at Rollo's stammering.

At last, Applejack stepped up and placed a hoof on Rolo's shoulder, stopping him.

"I'll handle this, sugar cube," she smiled. She turned to Farnsworth. "Ya see, sir, our engine's gone n' broken down. N' the boys n' girls on the other side of the mountain won't have any toys to play with or good food to eat unless you're willin' ta help us."

"Yes," the goose added. "And also, we're being held hostage by pirates, and we need a quick escape."

"Does that about sum-up what you were tryin' ta say, Rolo?" Applejack asked the clown.

"Well, I-uh... yeah!"

"So, whaddaya say, sugarcube?" Applejack asked Farnsworth.

"I? Pull YOU?" Farnsworth repeated. He sounded quite offended by the idea. "I have just pulled a fine passenger train over the mountain. All along pulling very smoothly. So fine people can enjoy the view. And so other FINE people can sleep comfortable. And so other FINE people in the dining car can eat!

"I pull the likes of you? Huh! Indeed! Indeed!" He started puffing away.

"Wait!" Pinkie cried after him. "The pirates! They're-"

"Not my concern!" Farnsworth hissed as he pulled off around the corner, out of sight, puffing around the bend, snorting his horn snobbishly as he did so.

Pete

The pirates all burst into laughter down the trench their way.

"That could have gone better!" Gupta snickered.

"Aw, don't listen to those jerks!" Pinkie said to everyone.

"We aren't gonna make it," whined the basketball player.

"Well he's not the only engine in the world," the elephant reminded everyone.

"I didn't think he was the right one for us anyway," Rolo smiled.

"Yeah, too much of a high-class snob like you, Rarity," Applejack laughed as she elbowed her friend in the side.

Rarity glared at Applejacks' joke. But then her face became sad as she thought about it. "Wait," she asked, "Am I really that much of a snob?"

Applejack laughed again. "Naw, of course not. You're only half that much!"

Rarity glared again.

Just then, another loud noise was heard off in the distance. Another loud train whistle coming down the track toward them.

Everyone was silent as they all broke out hopeful smiles and looked down the tracks.

"Aha! That sounds more like the right one!" Rolo exclaimed joyously as he rushed out on the tracks again to flag down the train.

"This time, be careful," The elephant advised.

This one was the red, smoking steam engine, Pete.

"Let me speak to him, why don't you?" Rarity said, her voice filled with confidence, a little bragging. "Very few can resist my charm."

Applejack rolled her eyes. "Yeah, sure. Knock yourself out."

"I can speak too," the ballerina added. "I'll speak with you."

"Pleased to have some back-up." Rarity nodded.

"Halt! Cease! Please! Stop!" Rolo shouted out.

"Come on," Squint cheered as Pete passed the pirates by. "Run 'em over! Don't stop!"

Everyone ran across the tracks to the other side of for some reason as Pete saw Rolo, and slammed on his breaks, coming to a screeching halt.

Rolo remembered this time to move aside as Pete aproached though.

"Ha! Nothing to it!" He smiled as Pete stopped... right before Pete blew off steam, soaking Rolo and flooding his overalls.

"Hey, whadda you clowns want?" Pete snorted.

Rarity cleared her throat as she and the ballerina stepped up to speak.

"Sorry to bother you, good sir," Rarity began. "But we are in desperate need of help. You see our engine has broken down right here, and we are under the watch of those nasty pirates over there!" She pointed back to Raz and her group. As Pete glanced back at them, Flynn waved to him, shouting "Hi".

"Yes," The ballerina continued. "And now the good little boys and girls over the mountain won't have any toys to play with or good food to eat... unless, you are to be helping us."

"Precisely," Rarity added. "So if we could just spare some of your time, please darling?" She and the ballerina put on the most adorable smiles they could, hoping Pete would agree to help.

"You want me to pull you?" Pete grunted. "Listen, kids. Only this morning I pulled a freight train with a very important printing press over the mountain. It'll print books and newspapers for grown-ups to read about important things. I am a very important engine. And I don't pull the likes of you!" He rose his voice as he repeated. "I DO NOT!"

Rarity and the ballerina were both taken aback by the sudden outburst, the ballerina especially frightened.

And before anyone could say anything else, he started puffing away.

"Please!" The panda called after him. "The pirates will get us if we don't get out of here soon!"

"Not my problem, fuzzball!" Pete shouted back as he puffed around the corner and out of sight.

Back on the other side of the rock wall, Twilight, Rainbow and Spike were all crouched behind a toy chest as cover, glaring over Gutt and Shira as they sat by their truck playing Go Fish. The other toys who had decided to stay with the train all stayed in their cars. Doc had left with Georgia to go back to the round house.

Gutt had sent Silas up to look over Raz's team, so he and Shira had taken a chance to peak at his cards. Finally he swooped back down, and they pretended they had not looked. No point. Silas already knew they had done it.

"So, how does it look, Silas?" Gutt asked. "Does it look like the ponies will be dropping their guard anytime soon?"

"No sir," Silas answered, "They are still totally alert."

"Hmm..." Gutt thought and stroked his beard again. Then he turned to Shira and asked, "Are you two hungry at all?"

"A little," Shira answered.

"I would not mind eating now," Silas replied.

"Okay then," Gutt muttered as he got up and reached into the driver's seat of the truck. "I guess now's as good a time as any."

Again, the four pirates burst out laughing.

"Oh, yeah!" Squint cackled. "You're a real charmer, Rarity! You totally won him over!"

Rarity started down at her hooves.

"Don't listen to them, Rarity," Fluttershy whispered as she patted her friend's shoulder. "I thought you were really nice and charming."

"Thanks, Fluttershy," Rarity replied.

"I can't believe no other trains will help us!" Rolo grunted. He was clearly frustrated. "Don't any of these trains care about anyone other than themselves?"

"Well, hun," Raz called over, "Fact of the matter is that there's just more important things in life than entertaining whiney brats! Ain't that right guys?" Her three crewmates all laughed along with her.

"There's no way any other engine is helping you guys over that mountain!" Gupta sneered. "You may as well give up and hand over all your delicious food to people who can actually eat it!"

"That would be us!" Flynn giggled.

"Shut up already, ya big jerks!" Pinkie snapped at them.

Suddenly, their insulting laughter was interrupted by a deep horn suddenly sounding.

"Oo! The shell horn!" Flynn squeaked.

"LUNCH BREAK!" Gutt's voice shouted out when the horn was finished.

"Oh boy!" Flynn exclaimed. "Lunch!"

"Be seein' you boys in twenty!" Raz called over as the four of them darted off back toward the truck.

"Finally!" Rarity sighed in relief. "A few minutes of peace!" She and the other ponies eased up on their guards.

They sat around and waited another few minutes. No more engines came.

At last, the goose lost patience, and stomped up to Rolo. "Well," She grumbled, "I told you there wouldn't be any engines to pull us!"

"There will so," Rolo replied, trying to sound hopeful.

"There will not," she snapped back, getting in his face.

"There will!"

"There won't!"

"There will!"

"There won't!"

"Hey, guys, stop fighting!" Pinkie called over as she walked up to them to try to calm them down.

"Yeah," Fluttershy added, not as loud as Pinkie though. "This-this is no time for fighting."

Back at the train yard, Georgia had her funnel all bandaged up. Doc had told her she'll have her chug back in a few days, but she was still sad that she could not pull the birthday train.

"Poor Georgia," Tilly said to Chip as they looked over at her from the shed.

"Yeah," Chip nodded. But then he thought of something and turned excitedly to Tilly smiling. "But now's your chance!" He whispered.

"My chance?" Tilly didn't get it at first, but then it hit her. "Right, for a train!"

She got excited. Finally, she would get to pull the most wonderful train ever! She chugged up to Tower to ask.

She cleared her throat before calling up to him. "Tower?"

Tower glared down at her. "Now what?" He demanded.

"Let ME take the birthday train over the mountain!"

Tower sighed, as though happy thoughts were coming to him, and he smiled.

"You really wanna do this, don't ya kid?"

"I think I can!" Tilly nodded.

"I think he's gonna go for it!" Chip whispered as Tower continued to nod. But then suddenly his face changed to a very angry one.

"Never!" He shouted, leaning over Tilly. "Next! No way, no time, not now, not ever! NO NO NO!"

Each time he said no seemed to slap Tilly across the funnel. She chugged away to where she could not hear Tower.

Jebediah

"There won't be anymore engines!" The goose repeated. She and Rolo were still arguing. Pinkie and Fluttershy had given up trying to break them up. The toys and ponies just sat around on the rocks and ground while they argued.

"There will!" Rolo retorted.

"There won't!"

"There will!"

"There won't!"

They were arguing so much they did not even hear the new engine pulling up along the tracks. He was pulling up more slowly than the other two. It was Jebediah, the old golden engine who had been put in charge of the milk train.

As he approached, the entire group all looked up as they heard his puffing, their faces suddenly lit up.

Back at the truck, the crew all sat around in a circle having a picnic. Most of them ate fruit, except Shira and Gupta ate fish, and they all drank fruit juice.

They had offered some for Twilight, Rainbow and Spike, who declined without a second glance.

They paused their eating as they heard the new train pulling up.

"Sounds like another train is coming, Captain," Gupta said.

"Sounds like it," Gutt nodded, looking up from his cantaloupe. He turned to Silas. "Silas, check it out," he ordered.

"Yes sir!" Silas nodded as he spread his wings and glided off toward the rocks to spy on the heros.

Jebediah continued to pull up towards Rolo and the goose, who were still too busy arguing to notice them.

"Uh, Rolo?" Applejack said to him. "I reckon' you should turn around."

"Read my beak!" The goose snapped. "NO MORE ENGINES!"

"Uh, excuse me please," Jebediah said in a kindly old voice.

"Oh, sure," Rolo said as he and the goose stepped aside.

"Right," She said in agreement.

"Um, Rolo, darling?" Rarity said, more urgently than Applejack had.

Rolo still remained totally focused on the goose.

"Will!"

"Won't!"

"Will!"

"Won't!"

But just then, Pinkie jumped onto the tracks to stop Jebediah, joined by the elephant and the panda, as Jebediah came to a screeching halt.

"Hey!" The goose snapped, annoyed. "Quiet down. We're trying to talk!" She was about to say "there won't" again, but then she and Rolo turned around.

"A train!" They exclaimed.

"Now they get it," Applejack said, rolling her eyes.

Pinkie, the panda and the elephant had just finished explaining the situation to him.

"So we need another engine," the elephant said.

"To take us over the mountain," The panda added, "And help us escape the pirates."

"Please?" The elephant pleaded.

"Pretty please?" Pinkie begged. "Pretty please with sprinkles, powdered sugar, whipped cream, and a cherry on top? Wow, I'm getting a sugar rush just thinking about that."

"Listen," Rolo stuttered as he rushed to the front, "Could you uh... could you... what they said?"

"Why, I'd love to!" Jebediah announced.

Everyone started cheering.

"Yep, I'd love to, but um..."

"BUT?" Everyone's smiles suddenly disappeared.

"Well my chug just isn't what it use to be," Jebediah continued, letting out a weak cough, "and going over the mountain is too much for me these days. So sorry."

And with that, he started turning his wheels and puffed off again, repeating to himself "just can't do it. Just can't do it. Just can't do it."

He returned to the roundhouse where he ended up relaying the bad news to Tilly.

"I just couldn't do it, Tilly," he said sadly when he finished his story.

"If you can't, and Pete and Farnsworth won't, then there's nobody to take them," Tilly replied sadly.

Funnel down, and nothing else to say, Jebediah puffed off into the sidings to return his empty milk cars.

"There's you!" Chip reminded her.

"I can't go, remember?" Tilly answered her friend sadly. "Tower said no."

"Aw, forget what Tower said," Chip grunted, "He's just a house full of hot air! And he's sleeping!" He pointed over to Tower, who was indeed asleep. "Remember what Rainbow Dash said before?"

Tilly's eyes widened as she did remember what Rainbow said: To break a rule if you have to in order to get what you want! To take chances! Seize opportunity when it comes knocking!

"You're right Chip!" Tilly said, now getting excited. "Let's do it!" She was so excited she nearly lifted up from her tracks.

"Shh!" Chip shushed her. She fell back down on the tracks, and clang.

Tower stirred for a moment before Chip flew onto his roof, and started singing a lullaby.

Rock-a-by Tower

In the train yard

When he was done, Tilly started puffing off down the tracks as Chip flew after her.

Tilly To The Rescue

It had been about five minutes since Jebediah had left the spot. The toys and ponies had been waiting under the hot sun. They heard no more chugging or whistles. It all seemed so hopeless now. From the rocks, Silas looked down on them with a victorious grin on his beak.

"Like I said," The goose announced snobbishly, "no more engines."

"Oh no!" The ballerina started crying. "Now we will never go!" Fluttershy tried to calm her by patting her back.

"Oh, dry up Twinkle Toes," The goose grunted. "If we get going now, maybe we can make it to a toy store in time for Christmas." She turned and started walking off back the way the train had come, and the other toys, full of dispair, started following her. All except for Rolo and the ponies.

"Wait!" Pinkie exclaimed. "Did you guys forget about the pirates? We can't leave here as long as they're around! They won't let us go without a fight!"

"Well Pinkie," Applejack replied. "I reckon at this point, we got no choice but to fight 'em."

"Forget fighting them," The goose replied. "What's the use? I forgot about them. That badger was right. We should just turn ourselves in to them. We'll make ourselves useful by turning ourselves in to people who can actually use us!"

"That's a very nice offer, dear," Silas called down to her, drawing everyone's attention, "but we don't want your stupid toys. We just want the food!"

"Well then, that settles it," The goose growled. "We'll give away our food to you if you leave us alone after that. And THEN we'll start looking for a toy store!"

"Sounds like a plan to me!" Silas smirked. He lifted up and flew back to the truck to pass on the good news to Gutt and the crew.

"Well, come on!" The goose barked at the other toys. "Let's go get our stuff from the train." She started walking back to go around the rock wall to the train. Still full of despair and saddness, the other toys followed her. Again, all except Rolo and the ponies.

"But... what?" Rolo stammered. "Are you guys quitting?" He couldn't believe it. He thought these toys were dedicated to their work. Everything else had been put together perfectly. He was determined to get this train over the mountain. He still had hope, and and had to somehow give the others hope too.

He ran up to the front of the line and jumped onto a rock so everyone could see him, making them stop.

"Listen to me!" He announced, "Quitters never... well, they-they don't win! They can't! Don't you see?"

"That's right!" Pinkie added, sliding up beside Rolo. "And winners never quit!"

"Look ya'll," Applejack continued as she climbed atop the rock as well, "them pirates are a nasty crowd. Ya'll don't wanna get mixed up with 'em. Now believe me: I've been in situations as dim and bleak as gi-normous acre of apple trees with just me to pick 'em! But neither me, my family, or my friends ever gave up hope, so don't ya'll go about doin' that neither! We WILL find a way out of this, and we WILL get over that mountain!"

A long row of smiles appeared on the faces of all the toys as Applejack spoke. Her speech seemed just as motivating as she had hoped.

"YEAH!" Fluttershy yelled. As she did this, the other toys all started cheering along too. Rarity could only shed a tear at the beautiful speech. The basketball player saluted the three on the rock.

"Well, those are all very nice words," the grumpy goose spoke up when the cheering died down, "But still, who's going to pull us?"

Before anyone else could answer, a new voice did.

"I think I can!"

Everyone turned in shock to the sound of the new voice. Tilly, the little blue engine had just puffed up the tracks toward them.

While Rolo, Applejack and the toys were confused at first, Rarity, Fluttershy and Pinkie all had delighted faces on.

"Oh, great!" The goose grunted. "NOW we have a miniature choo-choo who thinks she can pull us!"

"I think I can!" Tilly repeated.

"Tilly!" Rarity squealed as she, Fluttershy and Pinkie all ran up to greet her. "Oh, Tilly dear, it's wonderful to see you! Are you here to pull us?"

"Yeah, I am!" Tilly answered.

"Well that's just super!" Pinkie exclaimed. "You came just in time! We really need a lift! You see there's these pirates, and-"

"Wait, what?" Chip interrupted, "Pirates?"

"Yeah," Fluttershy answered, "They're watching the train behind the rocks. They're trying to rob the train and collect loot!"

"Those big bullies!" Tilly gasped. "That's so mean!"

"Don't worry dear," Rarity said assuringly, "We are handling the situation quite well. In fact, Twilight and Rainbow are on the other side of the wall right now, defending the train quite well!"

"Yeah!" Pinkie added, "they can't touch the train with Twilight using her magic to block them off!"

Rarity brushed off the comment for the moment. "So anyway," She continued, "we will deal with the pirates! You just worry about getting the train along and over the mountain! Up for that?"

"You know she is!" Chip answered.

"I think I can!" Said Tilly.

"Well then what are we waiting for?" Pinkie shouted. "Let's get going!" The ponies trotted back to the group as Tilly chugged up alongside them.

"Do you really think SHE can get us over the mountain?" The goose asked, still unconvinced.

"Are you kidding?" Pinkie replied. "Tilly's the best little engine in the roundhouse... even if she is the ONLY little engine in the roundhouse... but she can pull any train just as well as any big engine!"

"That's great!" Rolo exclaimed. "That's just what we need! That's what we've been waiting for!" He turned to Tilly. "So yeah, um-Tilly was it? -Thanks for coming! You don't know how much we appreciate it!"

"I'm happy to help!" Tilly replied.

"We'll, I suppose it's better than giving up and handing over everything to the pirates," The goose sulked.

"I think she can do it!" Rolo said. "It's a proven fact that when you really put your mind to something, you can do it! And Tilly seems like a hard-working kinda engine, ya know what I mean?"

Rolo and Tilly smiled at each other. Already they liked and trusted each other.

"So come on everyone!" Rolo continued. "Let's get back to the train!"

And so the smiling toys all rushed back around the wall to the train as Tilly puffed along the tracks toward it.

With the ponies, Applejack was still confused. She stopped the other three and asked.

"Did ya'll already know this Tilly engine?" She asked. "How come I don't know her? Somethin' ya'll wanna fill me in on?"

Rarity giggled. She had forgotten that Applejack had not met Tilly yet. "We'll explain later," She replied. "We'll introduce you later too. Right now, we need to get going!"

And the four ponies followed the rest of the crowd.

Escaping The Pirates

The pirates had just finished up their lunch, and piled up their scraps on the side when the toys and other ponies were coming around the corner.

Twilight, Rainbow and Spike ran up to them once they were inside the dome.

"Hey guys!" Rainbow exclaimed. "So, tell me we got a new engine!"

"Oh, don't give your hopes up!" Gutt called down to them. "We saw everything. Every engine that passed by didn't even think to bother with you! And now you've come back to unload and surrender your booty!"

Twilight looked sad. "Didn't go so well?"

"Don't give up hope yet," Rarity smiled proudly. "It just so happens we have a new engine right here!"

"Eeyup!" Pinkie added, loud enough so the pirates could hear her. "We got a really strong, hard-working engine right here!"

"What?" Gutt exclaimed in shock. His crew all looked just as shocked.

Gutt reached over and grabbed Silas around the neck. "I thought you said there were no more engines!" He hissed angrily.

"I-I'm sorry!" Silas stammered. "There were no more before. They were giving up! It must have come up after I left... or... or maybe they're bluffing!"

Gutt gave him one more angry squeeze then dropped him.

"Don't even think about toying with us you dirty rats!" Gutt sneered at the heros.

"We-we're not lying!" Rolo stammered. "Just look here!" He turned around the corner. "Oh, Tilly!"

At the sound of her name, Tilly puffed back in reverse around the corner towards the train into the siding.

The pirates all started for a minute.

"TILLY!" Rainbow and Twilight exclaimed in glee.

"THAT'S your rescue?" Gutt asked in surprise. "THAT little thing is gonna take you over THAT mountain?" He pointed back behind him to the tall dark mountain.

And suddenly, all the pirates burst out laughing hysterically.

"No-no way!" Squint added, gasping for air, "She is WAY too little for this!"

"I think I can!" Tilly snapped at them, trying to keep her funnel up.

"Shut up, you big bullies!" Chip shouted.

"Yeah, those are the pirates we were talking about," Pinkie explained.

"Don't listen to 'em!" Applejack said, trying to comfort Tilly, "They don't know what they're talking about."

"It's so awesome you could come, Tilly!" Rainbow said, flying up to her. "So you finally got your wish! You get to pull the train of your dreams, huh?"

"Yeah! This is wonderful!" Tilly replied, "I'm gonna do my best and get you all over that mountain!"

"Great!" Fluttershy smiled.

"Well, we better get ready to go," Rolo announced. He turned back to the toys. "All aboard! And strap yourselves in. It might get bumpy!"

The toys all did as they were told and headed back to the train to take their seats.

"So-um... how's this going to work?" Rolo asked Tilly and the ponies. "Are we pretty much going to- you know, m-make a break for it?"

"Yeah," Twilight answered. "I'll drop the shield in a minute once we're ready to go. The pirates will probably charge us then. Tilly, we need you to go as fast as you can."

"As fast as I can?" Tilly repeated.

"That's right," Rarity replied. "Like I said before. You take care of pulling the train, and leave the pirates to us!"

"Yeah. We'll fend off the pirates," Twilight added.

"Alright!" Rolo smiled, "Great! Sounds like this is going to go great... I hope. I'll... I go take my seat." He turned and walked to the coal car and sat down next to Chippers.

"Better hang on tight Chippers!" He whispered to the monkey.

"Alright!" Tilly said, a stern look on her face. "Let's do this!"

"That's the spirit girl!" Rainbow shouted.

Tilly backed up and linked up her coupling to the coal car as the Ponies all ran back to their car in the train.

"Looks like they're getting ready to go!" Gutt remarked to his crew. "Battle stations! Get ready to charge!"

The pirates all drew their weapons, and showed off their "GIRRR!" faces, looking mean.

"Alright Tilly!" Twilight called from the car. "Go!"

Tilly took a big breath, and started dashed ahead, pulling the train along. It was not long before they were out of the force field. No longer needing it, Twilight released the spell, and it evaporated like water going down a drain.

"After them!" Gutt cried.

"Charge!" Squint added.

The pirates all charged down the mountain, looking viscous and blood-thirsty.

"Get ready girls!" Twilight said as all the ponies looked either out the window or off from the rear balcony.

Tilly was fast, but even on their feet, Gutt and his crew were fast runners, and catching up quite fast.

Rarity knew a fight was inevitable. She readied herself, but the anticipation and excitement made her body shake.

Standing on the balcony, Twilight readied her magic laser with her horn. Being careful not to hit the elephant's small car, She shot a few powerful blasts at the enemies, but Gutt was fast, and rolled right into her blasts, shielding his crew with his dispelling stone necklace. He walked each blast with his sword, deflecting them like a lightsaber would deflect laser blasts. Her blasts were ineffective.

"Blast!" Twilight hissed.

"You just did," Spike stated, earning a glare from Twilight.

"Silas, Gupta!" Gutt ordered, "Slow down the train!"

"Yes sir!" Silas replied, picking up Gupta and flying up toward the front.

Rainbow and Fluttershy noticed this. "Oh no you don't!" Rainbow grunted. "Fluttershy, help me out here!" She flew out the window, and Fluttershy followed.

Raz and Squint each pulled a few star fish from their pouches, and hurled them at the train. Twilight and Rarity caught them though with their magic, and flung them right back. The pirates all dodged the star fish, although Flynn and Raz were not quick enough and got one or two cuts.

"No more star fish!" Gutt barked.

Twilight got another idea. She focused her magic on the ground as it slid out under them, and turned the hard soil into slippery mud.

"That should give them the slip!" Pinkie giggled.

Gutt and his crew simply kept charging at the long trail of mud. Gutt would not slow down. He had an idea.

"Flynn, slide!" He ordered.

"Yes sir!" Flynn squealed as he jumped into the mud on his belly as the mud came up. Gutt, Raz, and Shira all jumped on top of his back as he slid down the mud like a waterslide.

"WEEEE!" He was screaming.

Squint was not quick enough, and he just slipped across the mud on his back.

After a while, Twilight gave up on the mud, and let the ground turn back to normal. When she did, the pirates all jumped back up and gave chase again. Squint got back to his feet and shook himself off before dashing right back ahead of the group. Nothing could keep that rabbit down. Twilight just went back to trying to blast them.

"Squint!" Gutt ordered the rabbit, "Take out Twilight!"

Squint dashed ahead right at Twilight, his rabbit speed picking up for him, and dodging out of the way of her magic blasts. But Tilly was still picking up speed, and managed to stay ahead of him.

They had come clear out of the siding now, and heading straight for the mountain on a long open dirt road cutting through the forest.

Rarity had tried throwing rocks from the side at the pirates, and Pinkie had tried blasting them with her party cannon, but the pirates kept evading.

Gutt turned to Raz next. "Raz! Hooks for me and Flynn!"

Raz pulled out three vine ropes with shark jaws from her pouch, tossing one to Flynn and one to Gutt, they started swinging them, preparing to toss them.

Up at front, Silas had made it to the front, and had dropped Gupta down on Tilly's face. Tilly got scared at being blind, and Gupta started clawing at the metal of her funnel.

Out of fear, she began to slow down. Chip flew up and tried to pull at Gupta's fur, trying to pry the badger from Tilly's funnel, but Gupta was bigger and stronger.

Rainbow and Fluttershy made it to the front and dove for Gupta, but Silas head-butted Fluttershy, making her crash into Rainbow.

With Tilly slowing down, Squint finally made it to the train. He twisted up and around the scared elephant's car, and then leapt up and into the pony's car, diving straight for Twilight.

Twilight screamed as the crazed bunny started zipping about her body, clawing at her coat and pulling at her mane and horn. He was moving so fast and his touch irritated her so much she could not get a lock on him with her levitation spell.

Pinkie and Rarity stayed focused on the pirates outside, so they could not help her.

Applejack rushed up to help her.

"Hold still, sugar cube," She said, "I got this!"

Twilight held still as best she could. Squint continued to move, making it hard to Applejack to catch him. She prepared to buck him. For a moment, he stopped on Twilight's head. Applejack bucked at that moment, but Squint jumped down, and AJ hit Twilight full-force.

"Ow!" Twilight yelped as she was pushed back. She hit her head hard on the railing, and slipped out of consciousness.

AJ gasped as she pulled Twilight out from the balcony and into the car.

"Oh no," She gasped. "I killed her!"

"She's not dead," Spike said, "She's just unconscious!"

"She WILL be dead soon though!" Squint laughed. He charged at Applejack and Spike next.

Gutt, Flynn, and Raz flung their ropes at the train. Flynn's jaw bit down onto the lower railing of the pony car, Raz's hit the upper railing.

And Gutt purposely aimed at the elephant. The jaw bit down onto the elephant's leg. He screamed in pain as Gutt pulled back. The poor elephant almost fell out, but Applejack saw this first, and dove down and caught his trunk before he fell out. He was heavy. It took all her strength to hold him up.

Spike was left to deal with Squint, dodging his quick knife attacks, and grappling with him.

With the added weight of Flynn, Tilly was slowed down even more.

Rarity paused and looked around her. This was bad! The pirates were gaining on them fast, Twilight was unconscious, AJ and Spike were both busy, and-

"Rarity!" Pinkie ordered. "Hold them off! I'll try to wake up Twilight! We need her!" She left the cannon and ran up to Twilight's body, holding her up and slapping her across the face with her hoof.

"What? Pinkie!" Rarity hissed. "Get back here! I need help!"

No good. She was doing her thing. "Twilight! Pinkie shouted at her. "Come on! Snap out of it!"

"Help!" Spike called out. He was fighting off Squint with a frying pan. Rarity turned back outside.

Flynn was sliding along, being pulled along by the rope. "Wee!" He screamed with joy, as though he were waterskiing. Raz was just hopping along.

Gutt had apparently hit a turtle, and was sliding along on top of it, as though he really were waterskiing. He also pulled along the rope, hand over hand, coming closer and closer to the train, and making the elephant and Applejack play tug-of-war with him. Blood started leaking from the teary-eyed elephant's leg.

Shira was easily the biggest threat. She ran, and was coming up faster than the others.

Thinking fast, Rarity spotted a loose tree coming up on the side. She focused her magic on it, and yanked it down. The pirates paused and either jumped or went around it. It would buy her some time.

She turned back to Spike. She focused on Squint, and levitated him, making him freeze.

"Huh? Hey!" Squint shouted.

Before he could say anything else, Spike brought his pan down on Squint's head, knocking him out.

Still moving fast, Rarity whirled him around in the air, and then roughly threw him out the window. He went flying through the air, and slammed into a tree.

"Thanks Rarity," Spike smiled.

Ignoring him, Rarity turned back to the pirates outside.

Up at front, Rainbow was wrestling with Silas while Fluttershy was trying to catch Gupta scurrying around Tilly's funnel.

Silas pulled down on Rainbow's mane, making her somersault over and land into the coal car. She pulled herself out coughing up black smoke as Silas went after Fluttershy next.

"Are you okay?" Rolo asked, concerned.

"Yeah!" Rainbow grunted. Just then she saw Chippers and got an idea.

"Rolo," She said, "I need to borrow Chippers for a sec."

"Um, okay..." Rolo nodded nervously.

Chippers looked shocked for a moment, and before he could move, Rainbow quickly grabbed his tail in her teeth, and flew up to the Tilly's boiler.

On the boiler, Silas was pecking the heck out of Fluttershy's head while she covered her head with her forelegs.

Rainbow swung poor Chippers around, and swatted Silas like a fly, making him go flying off and smack into a rock on the side of the road.

The pest gone, Rainbow set Chippers down. "Sorry about that," She said apologetically. "Just trying to get them off, you know?" She smiled awkwardly.

Chippers rubbed his sore tail and gave her an annoyed look as he turned and hopped back down into the coal car with Rolo.

Chip was still trying to pry Gupta off Tilly's funnel, to no avail. The two pegasi hovered over, and worked together to pull him off.

Face to face with the intimidating ponies, Gupta grinned innocently. The two ponies just glared him down. That was his move. He bit down hard into Fluttershy's leg.

With a yelp of pain, she spun and threw him hard off onto the sides of the tracks. He splash landed in a mud puddle.

"You okay?" Rainbow asked concerned.

Fluttershy nodded. She looked over her leg. The bite had not gone deep, and no blood was drawn.

"You okay Tilly?" Fluttershy asked.

"Yeah. I'm okay," Tilly replied. "Thanks."

"Let's get back to the others!" Rainbow said to Fluttershy as they darted back to the rear of the train.

By now, Flynn's belly was scraping against the ground, irritating him. He also banged into rocks or loose stumps, getting bruised up.

"Captain, this hurts!" He complained. "I don't like this ride."

"Flynn," Gutt snapped back, nostrils flaring, "don't you dare let go of that rope, or I will gouge out your eyes!"

"Yessir," Flynn squeaked. He was silent after that.

Up at the train, Rartiy continued to try and hit Shira with levitated rocks, but not hit. The ones that did hit only irritated her, made her angrier. Applejack still held tight to the elephant so he would not fall off his cart.

Pinkie was still busy with Twilight until Spike came up.

"Pinkie," He barked, "I'll wake up Twilight. Go help Rarity!"

"Okey-dokey!" She smiled and slided back up to her party canon.

"Pinkie," Rarity grunted, "Hold them back! I need a second."

"Okay!" Pinkie started firing away like a trigger-happy redneck on a hunt. A few times she made Shira dodge to the side or stumble or loose her footing, but she was still gaining.

Rarity looked around for something she could use... something in the forest. Simply throwing things wasn't working. What else could se do?

She noticed all the green leaves on the trees, and suddenly, it hit her! She knew what to do.

She focused on several leaves and yanked several from the trees, and using a connecting spell she knew, she wove each leave together quickly, forming a kind of rope. She made the rope snake through the air, darting at Shira.

Shira tried to dodge this one, but no good. The rope coiled around her leg, and then got to the rest of the body, tying her up. Caught in the rope, Rarity picked her up, and threw her far off into the trees.

"Shira!" Raz cried as her friend went soaring through the air.

Shira smashed into a few trees, and was pretty bruised as she hit the ground.

"Nice one, Rarity!" Pinkie cheered.

"Thank you, dear!" Rarity nodded. "Keep firing!"

Pinkie kept firing her confetti balls at Gutt and Raz. It slowed them from climbing up their ropes, but only just.

Rarity turned to Flynn. Loosing him would speed up the train again. She glanced at the shark jaw hooks. Those had to go.

She focused her magic on the one holding Flynn's rope, and pushed against it. It had a strong grip like a bear trap, but she eventually got it loose, and threw the opened jaw at Flynn's head. It bounced off his rubbery head as he tumbled around in the dirt, hitting a few more rocks until he finally stopped and lay down, clutching his sore sides.

The extra weight gone, Tilly sped up again.

Next, Rarity loosened Raz's jaw clamp, but she was just kept following and bouncing along on her feet, keeping up well.

Pinkie kept shooting at Gutt. Her shots kept hitting him square-on, but even holding the rope with one hand, he would not let go.

"Raz!" He shouted, "Pass me some starfish and a bolas!"

Raz reached into her pouch and tossed the captain a set of throwing starfish first, and then a short vine with a rock tied at each end.

It was then that Rarity focused on the ground, and made the ground under Raz's feet spring up, making the kangaroo go flying into the air. Thinking fast, Rarity picked up another large rock, the size of a basketball, and slammed it into Raz's side, sending her flying and screaming into the trees.

As she tumbled through the trees, Raz fell through a ton of branches, getting cut and bruised all over until she finally hit the ground with a hard thud! She started growning in pain and clutching her stomach. She needed a minute before she could get back up.

While Rarity was busy with Raz, Gutt threw his star fish at Pinkie. One had clipped her shoulder, drawing a slight bit of blood. The other had caught her main, and pinned her to the wall of the car. She was stuck. She could not reach the party cannon. She squeaked in pain both from her shoulder wound and from her mane pulling as she tried to get free.

"Pinkie!" Rarity yelped when she saw her friend get hit.

"I'm okay," She forced a smile.

Rarity looked back in time to see Gutt hurl the bolas at her. They went spinning through the air until they finally struck her, wrapping her up and making her stumble to the ground, unable to move.

She started to focus her magic on the rope, but suddenly, a sharp pain cut into her side. It was rough and sharp, and hurt. Rarity yelped out in pain. She looked behind her and saw that Gutt had thrown another star fish at her. It had gone off into the wall, but it sliced through her foreleg and hip. Blood was already leaking out..

Gutt was pulling himself closer and closer to the car fast.

"Help!" Applejack yelped. "He's gettin' heavy. Can't hold on much longer!"

Rarity panicked. The pain in her leg was great. Blood was already leaking out. She could not focus on what to do with her magic, let alone use it.

"Twilight, come on!" Spike growled from inside the car. "You're a tough girl! Get up!" He continued to slap her across the face.

Her eyes finally fluttered open, but Spike kept slapping her. She put up her hoof to block him.

"Okay, Spike, stop! I'm up!" She shouted. She rubbed her sore cheeks as she got to her hooves.

"Sorry," Spike muttered, rolling his eyes.

Twilight darted to the railing to see the scene.

"Nevermind us," Rarity shouted at her.

"Yeah, help Applejack!" Pinkie added.

Twilight nodded and narrowed her eyes at Gutt. She knew what to do.

"Excuse me." She hopped down onto the Elephant's back so she could see his leg better.

Gutt was closer now. Twilight glanced at him, meeting his eyes. They were filled with rage and blood thirst. They scared her, but she did not show it.

"This may hurt a second," Twilight whispered to the Elephant, turning back to him.

She focused her magic on the clamp, trying to open it, being both rushed and gentle so as not to hurt the elephant's leg.

Gutt was so close now. He drew his sword and prepared to slice through Twilight.

Too late. She had the clamp open and loose. She lifted it up and held it for a minute.

Gutt looked at her with a shocked face. She glared back at him mischeviously. She had him beat. He was in check. She threw down the jaw hard on Gutt's head.

The jaw hit him on the head, and he fell back off the turtle and rolled in the dirt, still carried by the momentum, until at last, he came to a stop, face down in a small puddle of mud.

It was at this time that Rainbow and Fluttershy came back from fighting Silas and Gupta.

Gutt pushed himself up from the ground, his arms feeling wobbly, mud dripping from his face and looked off as the train sped off, the ponies, all alive, some hurt, but all alive, all zooming off down the tracks. He could hear their voices teasing him.

"Ha ha!"

"Yipee!"

"See ya, Captain BUTT!"

"You loose again!"

"You'll never beat us!"

He growled at the voices as they got quieter.

He slowly got to his feet and wiped his face and beard clean of mud.

He heard panting and footsteps behind him, and knew it was his crew.

"Reporting, Captain," Raz announced.

"All here and accounted for," Shira added.

"Look Captain!" Flynn said. "I didn't let go of the rope." He must have been holding his vine that was broken off before him, but Gutt did not bother looking around to see.

"This really sucks," Silas said. "Another one gets away."

"No," Gutt growled. "We're not done yet! They're not getting away that easily!" He spun around and pointed back down the tracks the way they came. "Everyone, back to the truck!"

Everyone looked at him in shock, and then they started groaning with exhaustion. Gutt could see they were cut and bruised from the skirmish.

"Captain Gutt," Shira asked, trying to sound strong still. "With all due respect, we all got pretty bruised up back there. Can we let this one slide and just go back to the ship and rest?"

"Yeah, pretty please?" Flynn followed.

"Suck it up you big whiney land-loving babies!" Gutt snapped. "We've all been beat-up worse than this before! Raz can fix you all up in the truck while I drive!"

"He does have a point with all that," Gupta nodded. He was the least injured, only being dropped into a mud puddle.

Everyone's spirits were still pretty down. Gutt knew he had to get them up somehow.

He sighed in exhaustion, letting out his annoyance, and smiled at them, and then started to sound more encouraging.

"Besides, how does this make you all feel?" He went on. "Does it make you angry? Don't you wanna pound those ponies back ten-fold?"

This thought brought about some smiles and wicked snickers amongst the others.

"Well then get back to the truck!"

And with that, the whole crew turned and rushed back to the siding where they had left the truck.

"Shotgun!" Squint called.

A few minutes later, the crew were all back in their truck, rushing down the dirt road again to try and catch up with the birthday train. Gutt was behind the wheel, Squint, his dislocated bones all reattached, in the passenger seat, and the others in the back. Raz was busy fixing everyone up with makeshift bandages, primitive ointments they made from fruit, and medicinal herbs Gutt had taught them about.

After a few minutes, they at last came up near the train across a small river. Gutt looked out the windshield at the last car in the train. He could make out some of the faces of the ponies. He glared at them with a hateful stare.

"You won't get away from me this time, my little ponies," He hissed under his breath. He rose one hand to the windshield, and pressed one of his nails to it, one of those massive, sharp finger nails that he used to sadistically execute and torture his enemies. He slid the nail along the windshield through the pony's faces, making a screech line nails on a chalkboard.

"AHHH!" The whole crew screamed, holding their ears. "Captain! Please! Stop it!"

Gutt slid his finger further until the streak finally stopped at Twilight's head.

They continued following the train at their steady pace.

Nothing Can Stop Us Now

The ponies all laughed and made faces at Gutt as Tilly puffed off into the distance, leaving the pirates in the dust.

"A little help here!" Applejack's voice shouted out, interrupting the cheering. Everyone looked back at her. She was still holding the elephant.

"Oh, sorry!" Twilight used her magic to lift up the Elephant and help him into the rear of their car while Rainbow helped up Applejack.

When the cheering all died down, Twilight was the first to speak up.

"Okay, every pony alright?" She looked everyone over.

"All here n' accounted for, sugarcube!" Applejack nodded. Most were still doing great, none were hurt, althought Rainbow looked like she needed a bath after rolling in the charcoal.

Pinkie and Rarity though were still pinned down.

"Rarity!" Spike cried when he noticed the cut on her foreleg, "You're bleeding!"

"So are you, Pinkie!" Rainbow added.

"Me too!" The elephant whined. He had the worst injury on his hind leg. He could not even stand up it hurt him so much.

Twilight levitated the starfish out of Pinkie's mane and untied Rarity.

"Great!" The elephant replied.

"Let's get you back in your seat then." Twilight levitated the elephant out back, over the railing, and into his little cart again.

"Thanks!" The elephant smiled. "You're the best!"

"How much does it hurt with you guys?" Twilight asked the two.

"I think a little band-aid will work," Pinkie said smiling. It was clear though that the cut still hurt from her face. Twilight looked closer.

As Rarity tried to get up, a smile suddenly spread across her face. She knew what to do. She could use her first aid spell to fix this! She again could be helpful!

"We don't need band-aids or anything!" She smiled at Pinkie and Twilight. "I know a first aid spell! I know just what to do! I'll have the three of us fixed right up!" Pain then shot through her foreleg, making her cringe in pain.

"Oh, the first aid spell?" Twilight repeated. "You learned that too?"

Too? Rarity's smile and heart sank. "You know it too?" She asked.

"Yeah," Twilight smiled back. "I thought maybe it would be useful, so I took the class for it a while back! And besides, I mean, you know me," She giggled a little, "Always looking up new spells!"

"Help me, please!" The Elephant whined.

"Oh my goodness!" Fluttershy squeaked. She rushed to the elephant's side. "Any pony have a cloth?"

Rarity levitated her one cloth from her bag of extra sewing supplies as she held it to the Elephant's wounded leg. "It's okay," She whispered gently. "We're gonna take care of you."

Twilight turned back to Rarity. "I'll fix you up first, then you can heal Pinkie, and I'll help the elephant. How about that?"

"Y-yeah. Sure," Rarity replied, trying not to show her disappointment.

"Hey, Twi," Applejack interrupted. "How's your head? I mean I kicked ya pretty hard. Sorry about that."

"It doesn't feel bad," Twilight replied. "I'm a bit dizzy, but I think I'll be okay." She turned back to Rarity, thinking of something.

"Actually, could you have a look, Rarity?"

"Sure," Rarity nodded. Twilight leaned her head down so Rarity could see. Rarity moved some of Twilight's mane to the side to inspect the damage. She found a dark purple bump on her head, but that was it. No blood or anything.

"Does it hurt when I tap here?" Rarity asked as she gently nudged the bump.

"Eek!" Twilight cringed. "Yeah."

"Sorry." Rarity moved the mane back into place. "It doesn't look bad. You'll be fine."

"Great! Now let me see that foreleg!" Twilight leaned forward at Rarity's foreleg. She focused on it, and let her magic aura envelop it.

Rarity felt a little heat on her cut, warm and comfortable, as she noticed the cut closing back up like a zipper. The pain suddenly left her after another minute. It was as though the cut had never been made. Blood still stained her coat, but that was the least of her worries. She could wash it off later.

"There you go!" Twilight said cheerfully. "Good as new!"

"Thank you darling," Rarity said, forcing a smile.

"What are friends for?" She turned to the elephant and walked over to him. "Now, let's have a look at you!"

Rarity walked over to Pinkie in one of the seats, still rubbing her shoulder, trying to hold the blood in.

"Move your hoof," Rarity urged gently, sitting beside her.

Pinkie moved her hoof so Rarity could see the cut. It was still bleeding, but it wasn't deep. This was nothing. Rarity could handle it.

She focused her magic on the cut, doing exactly what she had learned in her classes.

"Oo!" Pinkie squeaked. "That feels good!"

After a matter of seconds, the cut was all healed up. Rarity just held the aura another second to clean the area, taking out any possibility of infection.

"Done!" She squeaked when she was done.

Pinkie tapped her shoulder just to check. No pain.

"Thanks, Rarity!" She smiled.

"Anytime, dear," Rarity nodded. She turned back to Twilight. She had just finished with the elephant. She had wrapped a bit of bandages over his wound.

"You're going to be fine," She said smiling. "The bite went pretty deep. It's good for the most part. It's just going to hurt to walk for a while."

"Will I be okay tomorrow?" The elephant asked. "The kids in town are going to want to ride me."

"You should be okay for that!" Twilight answered. "So now, how about we get you back into your cart?" She levitated the elephant out the door over the railing, and gently down into his cart.

"Thanks!" You're the best!" The elephant smiled, making Twilight blush.

"Thanks." She turned around and took her seat again. It was the same as before: Rainbow, Pinkie, Twilight and Spike on one side, Applejack, Fluttershy and Rarity on the other.

"Oh," Twilight piped up as she remembered something. "One of us should probably go check on Tilly and Rolo!"

"I'll go!" Rainbow exclaimed. She swooped out the window.

Rarity looked down at her hooves sadly. She had thought maybe she had an advantage over Twilight, knowing the first aid spell. But once again, Twilight had outshone her. Perhaps she would talk to Fluttershy and Applejack about it again later. But now, they were all just happy that they escaped the pirates.

Or so they thought...

The did not see the truck coming up on the road behind them, to their right across the stream.

Rainbow flew up and hovered beside Tilly. Rolo and Chippers could see her too.

"Hey there," She said, "You guys doing okay?"

"Yeah, I'm okay!" Tilly smiled. "That badger didn't hurt me that much."

"Yeah, and boy, you guys sure showed him who's boss!" Chip followed.

"Aw, it was nothing," Rainbow said boastfully.

"So?" Rolo asked. "What-what's the story? Are the pirates gone? Are they- are they going to come back? Do you know?"

"Nope!" Rainbow replied. "I think it's smooth sailing from here on in."

"Really?" Rolo smiled. "That's great! Super! Stupendous! Great job!"

"No prob!" Rainbow smiled. "I'll just get back to my seat then!"

She fluttered back to the car with the other ponies as Rolo pulled out a megaphone.

"Attention b-b-birthday train," He said. "This is your con-conductor speaking! We've just received word that the pirates have been fended off, and there-there will be no further inter-inter- uh, delays from here until our destination! So just sit back and enjoy the ride!"

And with that, the train roared with cheering, especially from the pony car. The ponies all stuck their heads out the windows.

"Wohoo!" Twilight squealed. "We're finally on our way!"

"Next stop," Applejack shouted, "The other side o' the mountain!"

"GO TILLY!" Pinkie cheered before a branch of leaves whacked her gently. She shook it off though.

It was then that Fluttershy looked across the river, and squeaked in horror at the sight of the soda truck.

"What's wrong, Fluttershy?" Rainbow asked.

"They're still out there!" Fluttershy squeaked timidly. "The pirates are still after us!"

"She's right," Applejack followed. "We got ourselves a tail."

Everyone moved to the right windows and saw the soda truck. They could even see Gutt's angry face glaring down at them.

Twilight shrugged. "We'll worry about them when the time comes."

"Yes," Rarity nodded in agreement. "We're well on the move now. Our confrontation can wait."

Suddenly, the train went on an incline, heading up more. Up at the front, everyone could hear Tilly chanting,

I think I can, I think I can, I think I can, I think I can...

"Oo!" Pinkie exclaimed, "I think I feel a song coming on!"

Sure enough, she was right. After a minute, Rolo started singing.

Rolo:

When your feet are dragging on the ground,

Stand up and face whatever you're afraid of.

The pandamonium is all around

Pinkie:

'Cause then you'll find out what is is you're made of!

Rolo:

If you will just believe it's true,

Then there is nothing you can't do!

...

There's not a mountain that you can't climb,

There's not a river, you can't make it over,

There's no tomorrow that you can't bind if you try.

I know you're gonna make it.

Nothing can stop us now!

Tilly:

I think I can,

I think I can,

I think I can,

I think I can,

I think I can,

I think I can,

I think I can,

I think I can!

Everyone on the train:

There's not a mountain that we can't climb,

There's not a river we can't make it over,

There's no tomorrow that we can't bind if we try!

You know we're gonna make it!

Nothing can stop us now!

As the train riders all sang joyously and happily, back in the truck, Gutt was glaring over their happiness, and loathing it, every passing second wanting to spill out their happy guts more and more.

In the back of the truck, the crew were all enjoying the song, swaying and bouncing around to the beat.

"I love this song!" Flynn exclaimed. He took out his accordian as Gupta took out his flute.

"Yes, quite catchy," Silas nodded in agreement. They were all about to start singing along when Gutt reached in through the window and jabbed his finger at them.

"If any of you start singing along," he snapped, "I'll slit your goddamn throats!"

He pulled his arm back, and the crew became still and silent after that.

In the passenger seat, Squint remained still and looking aggravated the whole time as well.

Still singing their song, the train soon found themselves going up the tracks of the mountain, rising higher above the green trees and the river. Soon they were merely on a bridge of some sort of rock, looking out over the land.

"What a lovely view," Rarity remarked.

After another few moments, the excitement died down, and the song ended. The train slowed down. Tilly was feeling a little tired, but she could definitely keep going. She kept puffing along the track that clung to the narrow side of the mountain.

Night had fallen by now. It seemed they were all enjoying the ride so much, they had not noticed the sunset.

In the night, the mountain seemed dark and foreboding. They were so high up now that they could barely see the ground. They mostly saw canyons and rocks under them.

The rock road that the pirates were taking branched off and headed down another rout that branched off away from the train tracks.