Sky Captain and the Equestria of Tomorrow

by Scootareader

Rating: teen
Tags: Dark, Romance, Adventure, Crossover, Alternate Universe
Length: 10980

In a technologically advanced Equestria, new threats emerge from all corners of the destitute nation. It's a time for heroes to emerge... in particular, one mare.

Equestria has hit a technological boom since the bearers of the Elements of Harmony were introduced. Under the kind, wise rule of Princess Celestia and with the light of Princess Luna receding into darkness, ponies thought they would be able to afford luxuries they never got to enjoy before. The reality is far more harsh than they had anticipated, but they still hold out hope for a future that they may someday earn for themselves.

However, a new threat is on the rise. Ponies are able to affect other ponies with nothing more than a glance and cause entire crowds to go berserk. In the face of such an unexpected threat, the citizens of Equestria are forced to call upon the Sky Captain and her elite band of mercenaries to defend them.

There's more than just magnetic super-ponies on the Sky Captain's list of evildoers to thwart, however….

Thanks to WhiteDiamondsLtd for letting me use his picture!

Published 1970-01-01 00:00:00 UTC
Last updated 2013-08-30 11:32:20 UTC

1 - The Sky Captain

Industry had come to Equestria.

In the city of Manehattan, homeless ponies in tattered quilts and plastic bags wandered the streets aimlessly, looking for refuge from the harsh, poisonous air that had permeated the streets and alleyways like a dense fog. Those without a place to go had lost themselves in the massive forest of skyscrapers that reached their fragile fingers toward the sky in a vain attempt to become goddesses of their own celestial bodies, capable of making or breaking the world as they saw fit.

In one alley, a small green colt coughed up blood, his body leaking precious life essence from a stab wound that he'd been gifted with, his final moments in this dingy, suffocating atmosphere spent reminiscing over a time when he wasn't fearing for his life. He sighed, his eyes closing at last as he gave up his fight for survival once and for all. The city of Manehattan had claimed a life.

Out on the bay of the city, a young filly squealed with delight as she darted ahead of her parents to the wharf. An enormous ironclad ship loomed ahead of her, its whistle screaming as loudly as she was. So caught up was the tiny foal in her reverie of the enormous feat of modern engineering that she was witnessing that she momentarily forgot where she was. Suddenly, she found herself sailing through the air into the river, her lungs swiftly filling with stinging salt water as she lashed her hooves about in a feeble attempt to stay afloat.

The parents of the filly shouted in surprise, the both of them hurriedly reaching the edge of the dock she'd launched off of, the father calling for help while the mother danced agitatedly, fear and hopelessness in her eyes. Nopony came, and the mare sank down to the edge of the dock, tears instantly coating her face as the stallion crumbled to the ground, a haunted gaze adorning his visage. The tiny filly finally ran out of energy, her body sinking swiftly into the water as a single bubble floated to the surface, popping as it reached the oppressive climate that gripped the city. Manehattan had claimed another life.

Thirty stories up one of the corporate palisades, a lone mare opened the window that joined her cubicle to the world outside. With eyes bloodshot and once-elegant yellow-and-white mane now a faded shadow of its former self, she climbed outside onto a small ledge that was just wide enough for her to stand upon. She began singing belligerently, garnering the attention of several other ponies on the floor. They began to exclaim over her bizarre and unproductive behavior.

The mare, for her part, didn't deign to notice her comrades, instead focusing on strolling the tiny buttress and continuing her miserable serenade about days gone by and opportunities lost. She hiccuped, her tan-colored body no longer comfortable with the large amount of questionable drinks that she'd partaken in this morning. One of the earth pony’s legs caught a lip that jutted out of the sill and she stumbled, her vision spinning as she tried to crouch down low to the tiny concrete outcropping.

Too late. One of her hooves slipped off the ledge, the mare quickly losing balance as she toppled over the side of the building. Her vision started to fade as she traveled faster and faster toward the ground, then the contents of her stomach decided to eject themselves. As the unlucky pony continued to plummet toward her certain doom, she unleashed a torrent of foul-smelling bile in a congealed blob beside her, the nasty liquid following her as she continued to fall.

She met the ground with a meaty thud, several ponies exclaiming in surprise as several bones cracked, the vomit she'd ejected crashing down in a pool next to her fresh corpse, mingling the smells of garbage with those of alcohol, stomach acid, and blood. The passersby turned their noses up in disgust, appalled at the inconvenience of having to see such a sight on their early-morning strolls to the respective towers that they worked in. Manehattan had claimed yet another life.

It was in this very city that a lonely mare in a nondescript alleyway was found grinning wickedly, anticipation dancing across her features. Her time had come.

The blind, deaf masses that saturated the streets of Manehattan were something to be expected. Ever since Princess Celestia had announced the new funding on creating machines that ran on oil and steam and promised the ponies a life of relaxation while automatons did their jobs for them, they were awaiting the paradise that had become expectation. With the increasing reclusiveness of Princess Luna, they found themselves turning more and more to their benevolent Goddess of the Sun. It had sounded like a dream come true, but the reality of life had been cruel and uncaring. Now they suffered in the most popular of bustling cities, eyes endlessly on the future that they still dreamed would someday happen.

In one of these nondescript busy sidewalks, a mare suddenly turned about and bucked another mare that was walking by.

The victim stumbled away in surprise, her humdrum routine jarred into reality by a hoof in her face. She fell to the ground, stunned.

The attacker pressed her advantage, leaping atop the other mare and delivering another well-placed buck that cracked against her jaw.

A short ways down the sidewalk, a stallion leaped onto another mare trying to get on with her boring life, the suited pony too shocked to do anything other than let him bear her down to the ground. Once there, he began raising his hooves, letting them crash against her as her head snapped backward and repeatedly thudded against the pavement.

A stallion passing by made a noise of disgust before putting his hoof on the shoulder of the other stallion, stating plainly, “Hey, buddy. Whatever she did, it ain't worth this.”

Rather than receive a reply from the stallion he'd just addressed, the white knight felt a skull crash into his ribcage. He fell down onto the street, his eyes wide as he stared at his attacker. A mare had just headbutted him at random.

A policepony happened to be walking by, quickly noticing a brawl escalating. He approached the warring ponies, his commanding tone barking attention. “All right, all right, break it up! Let's stop this before things get any uglier!”

In response, several ponies who had been passing by turned quickly and began attacking the officer, his look of surprise quickly erased by several hooves and a buck directly to his face. He crumpled to the floor, curling into a ball as he snatched up the whistle that dangled around his neck. He put the whistle to his lips and blew as loudly as he could.

In the midst of the shrill squawk of the policepony's call for help, a hoof crashed down atop the whistle, shattering it and eliciting a shout from the helpless stallion. Three ponies continued to thrash the helpless pegasus who sobbed and wished for an end to such senseless violence.

Slowly, the crowd of fighting ponies grew larger and larger. As the aggressors rippled out in waves, panic began to spread through the city. Ponies in enormous corporate buildings pressed their faces against the windows in a vain attempt to see what was happening outside, all facades of completing any work that day thrown to the wind and whipped away as the fighting mob roiled through the streets.

The policeponies had tried to stem the tide of attacking ponies... until some of the officers turned on each other. Their line quickly crumbled as policeponies joined the mob, sweeping up the hapless citizens in a shocking display of violence.

Dispatchers continued to take in call after call describing the senseless carnage that was occurring on the streets below. All available officers had been mobilized and more officers were being called in for emergency shifts every minute, but still nothing stemmed the wave of ponies that beat innocents senseless.

The Chief of Police sat behind his desk, a nondescript chocolate-frosted doughnut with an innocent bite taken out of it resting next to a cup of slowly cooling coffee as he pointedly ignored them, stroking his bushy grey moustache in consternation.

“Um... Chief Silverstar?”

The stallion shot his head up, his musings interrupted by a small, comely mare. “Hmm? Yes, what is it?”

“The city is in shambles. No squad has reported back since encountering the mob.” Her voice had a very serious tone, one that Silverstar had never heard her use before. “We need help from somepony.”

“Hmm... yes, yes we do.” He stroked his moustache again briefly. “I guess... we should radio her. Not my ideal way of handling things, but I'm fresh out of ideas.” He focused again on the mare in front of him. “Miss Twist, would you please do the honors?”

The secretary nodded obediently. “I will, Chief Silverstar.”

Twist returned to her desk, picking up a radio microphone and pressing several buttons. She cleared her throat and spoke into the microphone, her voice filled with urgency. “Emergency protocol 90206, calling Sky Captain, come in Sky Captain. Repeat, calling Sky Captain, come in Sky Captain. This is emergency protocol 90206, calling Sky Captain....” She continued to repeat the message, her frazzled red mane quivering as she awaited a response.

Twist's words radiated outward and upward, away from the police station to be picked up by all radios. The broadcast reached far and wide, many ponies turning their heads as their music was interrupted by the a mare pleading for help.

A lone fighter plane cruised just above the clouds, coasting along the air currents. Where other birds dared not fly, this one enjoyed itself, the solitude and peace it so avidly desired achieved here. It was free, unfettered by the twisted, gnarled Equestria below. Its simple propellor puttered away happily as the winds buffeted it into a clean and brighter future, the wings tilting ever-so-slightly as it bobbed and weaved around an endless cloudscape of gilded white puffs.

The waves of the broadcast found even this small airplane. A small antenna attached to the outside began picking up the results of what was being said, Twist's voice filling the cabin, shattering the tranquility that had once been held so dearly.

Inside this small airplane, a mare was swathed in flying leathers. She wore a brown aviator's jacket lined with sheep's wool, a matching brown leather cap, and a set of goggles that she peered out of with sharp, cunning eyes. Over her mouth she wore a brown scarf, its warmth her sole companion as she flew to nowhere.

She glanced down at the radio in slight irritation, her simple enjoyment broken by a mare calling for her specifically. She briefly considered ignoring it, but knew she couldn't.

She stuck out an orange hoof, snatching up the small microphone she kept in the cabin. Her voice, bold and confident, spoke reassuringly into the radio. “This is Sky Captain. I'm on my way.”

The lone pony in the sky eased the controls forward, her small plane changing tack to a steady descent in the direction of Manehattan.

With a grim look of determination on his face, an ochre-colored unicorn galloped into another alleyway, the seething masses of senseless ponies following him doggedly.

He had a stocky frame, not really fit for running long distances. He huffed and puffed as he attempted to escape the nightmare surging behind him, the glazed-over, expressionless gazes of the crowd fueling his desire to continue past the point of exhaustion.

He slid around a corner, the crowd briefly losing sight of him. Onward he dashed down the backroads of the city, attempting to lose the ponies that chased him ceaselessly. His pace slowed as the sounds of the strange maelstrom disappeared behind him. He paused to catch his breath, thankful that he had found safety at last.

His normally spiked light-brown mane was now slicked down with sweat, his body covered with the stuff. He sank down to the ground, knowing he’d pushed himself too hard, but not worried overly much. His respectable gut heaved as he fought the wave of nausea that threatened to envelop him.

“Tired?”

Instantly, his attempts to catch his breath were stolen away from him in a single wisp of oxygen, his body overtaken with another shot of adrenaline. His head snapped up to meet the eyes of the pony who’d found him.

Her coat was an electric blue, the white mane a shocking contrast. She was glaring disapprovingly at him through half-lidded eyes; the dark blue orbs within their depths indicated a spiteful mare that was both merciless and cunning. He noted the surprising lack of a horn or wings; despite being an earth pony, she was very fast and stealthy.

“Of course you’re tired. You’re a miserable creature.” Her lower lip simpered cruelly at him, feigning pity at his pathetic physique. “Think you can survive in the new Equestria? The one being born beneath our very feet? It’s rising from the ground, but you won’t be able to join us in the sky. Your life will be lost long before such things happen.”

The ochre unicorn rolled his eyes. “Like I’ve never been insulted for being out of shape before. Go ahead and do your worst, ugly.”

The haughty mare cackled. “I think I’ll let you continue to wallow in your misery. I want you to see things crumble around you some more before you writhe in pain and your heart stops.” She cantered dismissively past him, her sleek tail swishing behind her as she headed directly toward where the mob had been.

The stallion watched her leave with a quizzical expression. Nopony in their right mind would be heading toward such a thing. He lifted himself to his hooves to follow the bizarre mare.

The Sky Captain’s plane beared down upon the city of Manehattan in a low, swooping arc. She gazed upon the sunlight twinkling weakly against the buildings through the cloud of smog which had formed above the once-great landscape, then refocused her sight through the glass reticle which aimed toward the downtown area. She wasn’t here to admire the landscape; there was work to do.

She took her plane down between the monoliths that stood vigil over the dismal land, dropping to where she could get a good view of what was going on. The streets, normally filled with business and bustle, was now rife with widespread panic as citizens galloped and flew away from the apparent mob which she was swiftly approaching.

Suddenly, the terrified mob became a wall of brutalizing ponies. There was no gradual change involved; it morphed from panicked ponies to punching prudes nearly instantaneously. The line was constantly moving forward, with some of the ponies who had just been trying to run away suddenly turning to bash in the faces of other innocents. Pegasi would begin to fly away, then suddenly turn around and fly back into the fleeing ponies. Well-dressed unicorns would tear the expensive suits off their fellows that tried to escape in an attempt to drag them back into the melee. Earth ponies dominated the assault, their powerful hooves ramming into those scrambling away and causing them to crumple to the ground to be trampled underhoof.

She took in the situation as quickly as possible, trying to discern a pattern in the fighting. It seemed ponies at random were being picked out of the crowd and attacking, then, as they fell behind the others, they would fall to the ground. It was simply a wave that was moving forward.

The Sky Captain angled her plane down another street, zooming over the numerous bodies of ponies lying still beneath her, scouting out the entire area.

She quickly found where this wall stopped. This way, only a few ponies lay unconscious, and the rest of the street was desolate. It was as if the wave was only moving in one direction, not all directions. She then pitched her airplane upward, back into the sky.

After she’d ascended the skyscrapers, she fished out a pair of binoculars, a wing unfolding itself to hold them at eye level as she peered to the magnified street below.

From what she could find, there was indeed only the one front to the wave. She questioned why it would do such a thing, then noticed something bizarre: A slight bulge in the line in the middle of the street.

She swept her gaze to the street behind the rioters, looking for something amongst all the fallen. Her eagle eyes picked out the thing she was looking for: A single pony stood well behind the wave, her shocking blue coat making her stand out as she trotted in the direction of the wave. She paused briefly, then looked directly toward where the Sky Captain was observing her, seeming to make eye contact through the binoculars.

Sky Captain lowered her binoculars. It was time to go check out this strange mare. She pitched into a descent once more.

As she approached the location where she’d seen the strange earth pony, she began to get a feeling of unease. She wasn’t certain this was a good idea. However, considering the alternative of letting the crowd run rampant, she didn’t have much choice in the matter. Her plane wove through the enormous towers to where her target would be.

Upon rounding the corner, the Sky Captain noticed briefly that the wave had stopped. Ponies were still running, but it seemed more like a panic than a riot. It seemed like the fighting was halted.

She didn’t have much time to think, however, as she looked down at the street and glanced down at the earth pony, who had her eyes closed.

Suddenly, the earth pony leaped into the air, her hooves rocketing her off the ground and directly toward the Sky Captain’s plane.

There was no time to react. The blue mare reached the hull, her front hooves seeming to stick to the metal as she swung her rear hooves around, firmly planting herself on one of the wings. She began cantering toward the cockpit casually, the wind not seeming to affect her.

The Sky Captain knew what the mare’s plan was: to break into the cockpit and remove her from flying. She still had a few tricks up her sleeve, though.

She pitched the plane into a steep ascent, twisting the controls ever so slightly so it went into a lethargic barrel roll. She formed a wide arc, the wing sticking straight down as she leveled out, then she jerked the controls downward and to the side, causing a quick descent coupled with a suddenly much faster barrel roll. She leaned into the maneuver, becoming light-headed for a moment before she adjusted to the vertigo she was feeling.

The mare on the outside wasn’t so lucky. She hadn’t spent most of her life piloting a fighter plane, and so wasn’t expecting something so drastic. Her head began to spin as she lost focus, then her hooves lost their magnetic grip and she tumbled off the wing to land on the street below.

Sky Captain slowed her roll, evening out her plane to once again fly parallel with the ground, gaining a bit of altitude. Chances were the super-jumping magnetic mare was paste against the ground right now.

A quick glance downward told her that she was mistaken. The mare was gliding lightly downward, her hooves alighting softly on the pavement as Sky Captain watched in disbelief. She then locked her eyes on the front of the airplane, staring intently at something on it.

For a few seconds, nothing happened; then the plane began to lose altitude.

Sky Captain craned her plane into a descent, attempting to pick up speed, but the winds buffeted her plane into a nosedive. Sweet Celestia... she’s stalled the engine. A quick glance toward the mare showed her still focusing, not on the engine, but on the front of the plane. She glanced forward, then noticed that the propellor was no longer rotating.

She looked out the window at the pony who was about to ground her permanently. Beads of sweat stood out on the strange blue mare’s forehead, but there was no glow and no magical devices were laying around. She seemed able to affect the plane just by staring at it.

The orange pegasus then glanced back toward the swiftly approaching ground. At least she was going down flying.

Just as suddenly, her propellor started up again.

Bewildered at the sudden change of plans, the Sky Captain jerked downward on the wheel, causing the plane to shudder as its flaps quickly extended, allowing her to level out the plane. She swooped down, inches from the ground, and the belly scraped ever-so-slightly against the asphalt of the street.

The plane began gaining altitude again, the expert flyer letting out a whoosh of relief. She glanced back toward where she’d last seen the mare.

Standing over the unconscious mare was a slightly pudgy ochre-colored stallion.

“Snips,” she muttered in surprise to herself.

Standing over the unconscious mare, Snips watched the plane zoom away from him. He released a metal pipe with his magic, the bludgeoning object landing to rest once more on the wrecked hot dog cart which had been destroyed in the earlier melee. He gazed wistfully at the retreating ace pilot.

“Scootaloo.”

2 - The Tinker

“... and if you don't talk, your family, your friends, your pets are gonna pay!”

Scootaloo sighed as she listened to the interrogator attempt to force information out of the helpless pony tied to a chair. An old rag that had been stuffed into her mouth earlier now lay on the steel table before her, discarded and forgotten. The vibrant blue mare was wearing a plain blindfold that prevented her from seeing anything, the only precaution that could really be taken at this point.

The Sky Captain herself was glancing about the room that she was currently consigned to. The only thing surrounding her were plain white walls and a speaker from which blared the rowdy stallion in a trench coat who seemed bent on screaming his victim into submission. Another mare occupied the seat next to her, the young unicorn's mellow green eyes glazed over as she imagined herself in a more peaceful and happier Equestria.

The gaze of the orange pegasus then swept down to focus on a small video feed of the room. The bleached walls once more stood as harsh judges of the malefactors forced to divulge their every secret and lie within. The large rectangular table would house the instruments of torture that occasionally eked out a response from the unfortunate soul chained to the seat that was currently occupied by a stolid, taciturn mare.

Small flecks of spittle flew from below the mustard-yellow stallion's moustachioed lip and spattered upon the tired-looking face of the mare. He seemed to be speaking with calculated, self-controlled anger, his mouth quivering as he issued dire threats. “You don't wanna see other ponies suffer because of you, do you? Because I swear I will, and I'll start with you. You wanna know the pain your family will go through? We can arrange it. Right here, right now. Have you ever felt a corkscrew in your eye? How about a red-hot poker in your thigh? You ever seen a grown mare cry? 'Cause you're about to, and that's no lie.”

Scootaloo leaned toward a small microphone, clicking a button. “That will be enough, detective.”

The stallion in the room straightened at once, composing himself and stalking haughtily from the room. The mare's face remained expressionless, her dark blue eyes unflinchingly focused on the sparse table that further boxed her into her prison. Her muzzle housed a miserable grimace that sucked whatever life had remained in the room into her dismal complexion.

The pink mare sitting next to Scootaloo rolled her eyes. “That's what happens when you hire a stallion that does poetry in his free time.”

Scootaloo nodded her head in silent agreement, then rose from the comfy cushioned chair that she'd been lounging in, the seat spinning slightly on its axis as she set her hooves on the tiled floor with a light tap. She passed by the mustachioed detective on his way out the door as she made her way in, the foreboding monolith giving her one last chance to turn back before she entered the room with the super-mare.

Shaking off her uneasiness, the Sky Captain thrust open the door to the room.

Within, the blue mare continued to stare at the table, unmoving and uncaring that a new pony was entering.

Scootaloo strolled calmly into the room, past the mare, and seated herself on the side of the table opposite her guest. She steepled her hooves together, looking directly at the pony who had tried to kill her. “Who are you?”

The mare paused for a moment, then her face rose. She looked directly into Scootaloo's eyes, piercing through the veil of the blindfold to suck the soul right out of the unsuspecting pegasus. She felt herself pulled into a trance.

“Take the blindfold off.”

Scootaloo felt her hooves acting of their own accord, reaching up to remove the mask and revealing the creature's beautiful blue eyes.

“Now, release me.” The earth pony's seductively sweet voice oozed once more into Scootaloo's ears, compelling the fascinated orange mare to rise from her seat and begin walking around the table.

The door flew open, arcing a full 180 degrees before slamming into the wall and cracking it. The detective stomped furiously toward the earth pony, anger in his eyes. The commotion snapped Scootaloo from her reverie, and she took the situation in at a glance, immediately restraining the angry interrogator from pummeling the smug mare into a pulp.

“Just wait 'til I get my hands on you, you piece of trash! I'll smash my hoof in your face so hard, you'll look like trash!”

“That doesn't rhyme, detective... it's the same word. Please, go back outside and practice some more. I'll take care of things in here.” Scootaloo smiled disarmingly at him, eliciting an embarrassed snort and a surprised hoof-scuff upon the floor, his rage immediately quelled in the face of such an impressive and attractive mare reassuring him. He turned around and left the room once again.

Scootaloo returned to her seat opposite the mare, looking once again into her eyes. “You can break out of here at any time. Why aren't you?”

The earth pony smiled. “Took you long enough to figure that one out.... Because I don't mind being cooped up in here. You can't hurt me. Neither can any pony in this building.”

“So why stay?”

The mare paused for a moment. “I dunno... bored, I guess? Wanted to see what you'd do.”

“What's your name?”

“There's a lot of power in a name... Scootaloo.” She leaned back easily, ignoring the thrill of shock she sent through her interrogator. “I also know Detective Verse Burst lusts after me and is a masochist—somewhat disgusting to deal with such a loathsome creature, wouldn't you agree? And Officer Parsley, who is also listening to this conversation, is attempting to veil her repulsion as we speak, despite her morbid fascination with colts that aren't even old enough to know what love may ever be—“

“That's enough,” Scootaloo declared. “Just tell me your name.”

“Oh, tsk, tsk, you're no fun... but very well. Let's even the playing field somewhat.” A flicker of a smile crossed over the mare's eyes, her white mane swishing slightly as she shook a stray lock of hair out from in front of her face. “My name is Lela Jetsam.”

A brief glimmer of puzzlement shot over Scootaloo's face. “That doesn't sound like a name I've heard anywhere.”

Lela let out a small chuckle. “I'm not a pony you've seen anywhere.”

Scootaloo had to think fast. Her tactics weren't getting her any information; she felt as if she was dangling from the tip of this mare's hoof and couldn't seem to climb up and gain the advantage. “So... how do you have your powers? You're an earth pony; your powers are with the earth, not gravity or magnetism like a pegasus or unicorn.”

Lela smiled, her features scrunching slightly as the grin split her face to reveal two rows of white teeth. “And wouldn't you like to know just that?”

Scootaloo sighed, scraping her wooden chair away from the table and turning to the side before sliding forward and landing upon her hooves. “I'm not getting anything from her. I have things to attend to. Good luck with the rest of this investigation.”

In truth, she felt uncomfortable around such a pony. She'd prefer to never have to meet another creature as odd as this one.

She stalked carefully across the room, feeling Lela's eyes focused on her retreating form, then darted through the opening door as Verse Burst trotted purposefully past her, his eyes set angrily on the mare who had insulted him.

After the door shut, Scootaloo approached the seat that Officer Parsley was occupying, her face still a marginally brighter pink around her cheeks where she'd been blushing. “I have to go. Our prisoner will probably kill the dear detective before he can lay a hoof on her. I would suggest you stop the interrogation at once.”

Lela looked directly at the camera that resided in a forgotten corner of the interrogation room and spoke to it. “She's right, Officer Parsley. See you again soon, Sky Captain Scootaloo.”

Scootaloo shuddered, then departed the room.

A lonely dog fighter swooped steadily through the clouds that covered the miserable world below, its shark's mouth and tiny teardrop-shaped eyes quietly parting the air in front of it.

A single pony stared into the expanse of white roiling shapes in front of her, considering the world she'd been thrust into taking up the mantle of the heroine for.

Was this world even worth her help? It was languishing, slowly dying as its ruler squeezed every last breath of well-being out of the once happy and beautiful land. Even with her and her crew acting as a vanguard to keep the land safe, the leadership was doing nothing to change it. Princess Celestia seemed content to sit on her flank and watch as her beautiful Equestria dwindled to nothingness; what was Scootaloo's purpose in trying to counteract what the nation's goddess wished upon her subjects?

Yet, as she saw the patchwork of land asthmatically crawling beneath her, she remembered her purpose: to defend ponykind, whatever the reason. It was foolish nobility and utopian ideals, but it was the Equestria she was striving to create for her fellow earth ponies, pegasi, and unicorns, whether they be mare or stallion, young or elderly, friend or foe.

She chuckled softly as she imagined the last thing on her list. It was almost a chess game against Princess Celestia at times; she'd met the princess on a token few occasions when she was just a filly, and the impression was enough to give her reason to believe that their beloved and benevolent dictator had lost something of herself over time.

When strolling the streets one day, she'd overheard some savvy business-ponies discussing what had happened to Princess Luna. They said that, due to pressure from her sister, the defender of the night had since receded to protect only such a thing, never showing her face when Celestia deigned to pass a new law or creed that furthered the miserable lives of the ponies. Princess Luna was still around; she was little more than a whisper on the tail of the dreams ponies had of their existence before the industrialization of their homes and lives, but she was there nonetheless.

Scootaloo missed the Equestria of the past. She missed her old friends, the stallions and mares she'd gotten to know when she was still awaiting her cutie mark. They were the best days of her life.

She wiped a hoof across her stinging eyes and refocused on the clouds, pushing such thoughts out of her mind. This was still Equestria, her Equestria... and it was her duty to defend it.

As she reaffirmed her resolve, the orange mare noticed a break in the cloud cover and glanced downward, quickly nodding her head in satisfaction. She tilted the wheel to the right and her plane banked to the side, slowly falling below the cover to lay out the ground below her.

She was over water at the moment, heading directly for a familiar-looking island. Smiling in relief, the Sky Captain thought to herself, Home sweet home.

The small plane arced gracefully toward the island, which housed an enormous hangar, several blimps and other various models of aircraft, a handful of fuel tanks, and a bridge which extended to connect everything to the nearby mainland. Scootaloo, however, set her sights on the massive airfield near the hangar.

She brought the plane in to land, the light craft skipping a handful of times as its wheels sought purchase on the tarmac expanse, and finally came to rest near the large structure. She punched a few buttons, the propeller sputtering as it was given its time to rest and the cockpit making a loud k'chunk as it unfastened from the frame, allowing Scootaloo to push it up and outward and rise gratefully from her seat.

She clambered over the side of her plane, landing lightly on her hooves, then removed the brown scarf from her face to reveal a bold yet beautiful mare looking determinedly at the hangar. She removed the cap she'd been wearing, revealing a full mop of purple hair nestled atop her head. She swished her messy mane back and forth a few times, everything blowing about and coming to rest in a somewhat more refined manner, forming a large upturned point at the end. Tossing the miscellaneous clothing items back into the cockpit, she began trotting for the hangar.

The large doors opened casually as Scootaloo performed the same rite she did every time she came home. She found a worker bustling about nearby, pointedly asking, “Where's Apple Bloom?”

The technician pointed a hoof toward a booth across the vast main room of the hangar, where a familiar-looking pale yellow mare was sniffing at a strange substance on the floor, her red tail twitching thoughtfully all the while, a chemical-seared white lab coat adorning her lithe body.

Scootaloo steeled herself, then trotted up to her friend. “Uh... hey, Apple Bloom. What are you doing?” Do I even wanna know?

Apple Bloom rose from where she'd been crouching low to the ground, beaming at Scootaloo. “Experimentin'!” She went to a nearby table, righting an overturned vial that seemed to have launched its viscous contents to the spot she'd been inspecting. A small amount of the bubbly green fluid remained within, a small wisp of smoke still escaping out of the neck to evaporate into the air.

“Experimenting on what?” On second thought, I definitely wanna know.

“Well, ya see, Ah've been workin' on producin' a chemical that reacts so powerfully, it'll make the container explode when it impacts. Ah think Ah perfected it... gimme a sec to whip up some more.”

Scootaloo watched in fascination as her friend disappeared briefly to toss several more vials of fluid onto the table, tore off her current outfit in favor of a fresh new one, then arrayed the small glass bottles in a row on a wooden tray that held them upright, mumbling to herself as she organized them in a specific order, then knocking herself on the head while saying, “Phosphoric goes in before nitric, silly filly...” and rearranging several of the dangerous-looking fluids.

Her preparations complete, the technician then retrieved an empty vial and began pouring in minute amounts of the chemicals that she'd set up, going from left to right, her small, furtive monologue feeding her measurements and steadying her hoof. As she readied herself to add the final drop to her concoction, she readied a stopper.

The moment the drop touched the surface of the mixture, it began to react, bubbles roaring to life and threatening to escape their prison. Apple Bloom immediately shoved a cork into the top, the acid beating upon the rubber angrily before retreating downward once more to brood and plan its next attack.

“Gotcha!” came the delighted mare's victorious declaration. She turned once more to Scootaloo, producing the vial in front of her. “Now, if this'n works the way it's supposed ta, you can throw it and it'll blow up.”

Scootaloo smiled encouragingly. “Cool! Show me?”

Apple Bloom happily obliged, holding the vial in both her hooves and shaking vigorously. Mid-shake, the cork shot violently away from the vial and the dangerous brew launched like a projectile through the air, arcing out to splash once more in a dangerous pile of goo upon the floor.

Apple Bloom grumbled, “Horseapples!” before dashing once more to the pile and sniffing it. “Guess Ah used too much again... it's a work in progress.”

“You'll get it right... but there's something more important I have to talk to you about.”

“Well, shoot! Ah ain't never heard o' nopony what got magnets in their hooves!”

“She can control the minds of hundreds of ponies at once, and you're focusing on that?” Scootaloo smiled warmly, the familiar conversation with Apple Bloom comforting and reassuring her. “Well, start with the simple stuff first, I guess. Any idea what would let a pony grip my plane like that?”

The pair were taking a stroll outside, letting the slowly retreating sun splash their late afternoon in vibrancy and pastels that captured their imaginations and reminded them of the beautiful land they once knew. It was as if they were fillies all over again.

Only one thing was missing.

Scootaloo jostled the cobwebs back into place in her head and refocused on the topic at hand.

“Ah got no idea!”

“I see. Guess that's a good place to start.”

“Did ya bring any of the affected ponies with ya? Ah oughta see if somethin' changed about 'em, maybe.”

“Well... there's me.” Scootaloo glanced down bashfully. “She fascinated me, remember?”

Apple Bloom lost a little of her vigor. “Ah, yeah... that. Nothin's changed about you.” Several seconds later, her face once again lit up with a new idea. “Can we take a lookit yer plane?”

Upon further inspection of the wing, it was revealed that the places the mare had stepped left small indents on the metal. “So, it seems like she was usin' some kinda force t' keep herself there. Was she wearin' any boots?”

Scootaloo shook her head.

“Hmm. How about saddlebags?”

“Scootaloo gave another shake. “Naked as a newborn foal.”

“Huh. Now that don't make any sense. Ponies ain't strong enough t' dent metal this tough with just their bare hooves, 'specially not a scrawny one like y'all described. Ah'd say t' keep 'er sedated; she's a lot stronger than she looks.”

“She's probably already broken out after killing several ponies,” Scootaloo stated matter-of-factly. “She was speaking with confidence, not trying to bluff me. She would stay there till she got bored, then she'd leave... entertaining herself along the way. Something like that. It'll probably be in the papers tomorrow.”

“Huh. Glad ye're all right.”

Scootaloo shifted uncomfortably. There was some business she needed to take care of. “So am I. I gotta go freshen up for a little while in my office, though. You get back to experimenting on that explosive liquid; I'm sure we can find a use for it.”

“Righty-ho, Mr. Boss-Mare! Back t' work!”

Scootaloo departed from the airfield, once again retreating into the shelter of the hangar and trotting purposefully to the opposite end where a series of offices lay. She found the one with the title “Captain Scootaloo” emblazoned upon the window set within the door, then opened it and moved inside, seeking out and smartly seating herself on a chair located in the middle of the cramped dark room.

Arrayed around her were the familiar shapes of filing cabinets and charts and other miscellaneous navigational equipment she used to chart journeys. These were ignored briefly as Scootaloo chose first to sit down at her desk. She flipped on a lamp, then opened a drawer and withdrew a bottle that said “Milk of Celestia,” then withdrawing a shot glass and filling it to the brim with the strange white drink.

As she tilted her head back and swallowed the bizarre-tasting liquid, a voice from the corner of the room said, “So that's your secret.”

Scootaloo reacted instantaneously, reaching to her side to withdraw a gun using her wing, then placing it within her mouth. She bumped the lamp with her hoof, causing it to shed its light upon the ochre unicorn that had been watching her.

The intruder spoke. “Hello, Scootaloo.”

The Sky Captain sighed, placing her gun upon the table and visibly relaxing in her chair. “Hello, Snips.”

“It's been a while, hasn't it?”

“Uh... yeah.” Scootaloo looked a little uncomfortable. “Look, why are you here? I'm a little busy trying to save the world and stuff.”

“And, if you recall, I happened to save you in your latest endeavor.”

“Yeah? And?”

A smug smile split Snips' face down the middle. “I offer my services as a traveling compatriot.”

While amused, the orange pegasus kept her face very passive. “And what possible reason could I have to want to bring you with me?”

“Well, perhaps I will end up saving your life once again!”

Scootaloo let out a sigh. “I don't need another pony to worry about. Besides, your talking will probably get us both killed.”

Snips' glibness would not be swayed. “And I will just as likely save your life, as my past actions have proven!”

“Yeah, like that's ever going to happen again.” He was desperate for... something. “Look. What happened between you and me, that's ancient history. You're nothing but bad memories for me. So just go home, please?”

Snips huffed. “I would go home if I could. Snails and I are... no longer business partners. That's all I'm going to say until you agree to take me with you. I need to get away. Maybe go on an adventure. Take my mind off of things. Anything.” He seemed to be getting more and more agitated. Scootaloo decided to interrupt him before things got any worse.

"You realize what you're getting yourself into, right?" Scootaloo's expression could no longer hide her incredulity at the brashness of Snips' offer. "You saw what we're dealing with. You'll be nothing but dead weight—and dead sooner rather than later, I imagine."

"Look... I'm nothing but dead weight everywhere I go. Perhaps I can be of service to you. I don't know what this new mystery is, but I want to be front and center to watch the fireworks."

“Fine, fine... you can come along for a little while. But at the first sign of danger, I'm ditching you. Got it?”

“Got it!” Snips then proceeded to spit on his hoof and offer it to Scootaloo.

Scootaloo spat upon her own hoof and pressed it up against that of Snips, sealing the deal.

“Now, tell me what's going on with Snails. Did the two of you have a falling-out?”

“Well...” he began, “you could call it that, yes. He said something about becoming tired of what he referred to as 'underhanded tactics.' He thinks I'm a cutthroat! A con man! A miscreant! He told me that until I can learn how to tell the truth, I have no place in his corporation. Then he fired me! His public relations representative! Can you believe it?”

“Uh... yeah, I can.” Scootaloo was feeling quite uncomfortable now. The Milk of Celestia was taking effect. “Look, we can talk about this on the way to the next place I'm going. I gotta go take care of something. Go wait out by my plane or something.”

Snips hopped off the chair. “I would be happy to!”

Truth be told, Scootaloo felt sorry for the little unicorn. After she'd become estranged from him, Snips had been struggling a lot in his life. It would stand to reason that he be here today, hoping she would take him away with her.

And, though she knew she would end up regretting it later, she accepted it. Just like that. Very little hesitation, very little convincing. She knew he would keep talking until he got what he wanted, so she spared herself the time wasted in between.

This was going to be a rough trip.

3 - The Princess

Dark storm clouds loomed over the land of Equestria. The apathetic torrents of rain beating upon the backs of miserable ponies brought the pollution that they'd released into the atmosphere back down into the city streets, poisoning water and soaking straight through expertly groomed coats to cause bizarre rashes on the skin underneath.

Canterlot may have been a great city, once.

Flying her small prop plane just above the foreboding cloud cover, the Sky Captain imagined the sight she would find beneath her. She despised having to visit the city, but it seemed necessary to see if Princess Celestia could offer any wisdom on the nation's latest threat. She can't have had her head so far in the clouds that she didn't hear what had happened... right?

She abruptly became aware of a voice nattering away from the seat behind her. “I find that hot sauce is simply too hot, so I go for something less abrasive, such as ketchup or mayonnaise. Mustard is not spicy, but the taste leaves so much to be desired! I simply cannot take such distasteful choice in condiment and retain my alleged status as a connoisseur. But relish, that is a wonderful choice. It is very sweet and—“

“Please, for the love of Celestia, will you be quiet!”

“Why, for whatever reason, my traveling compatriot?” He seemed blissfully unaware of just how irritating he was.

“Because every moment I hear you is another moment I wish all of Equestria would just disappear. Please keep try to keep it to interesting topics?”

Snips seemed more confused than anything else at this point. “Why didn't you tell me to stop earlier?”

Scootaloo sighed and replied, “Because I wasn't paying attention before. I need to focus now, and you talking is stopping me from doing that.”

Snips huffed angrily, but fell silent. The pegasus pilot breathed a sigh of relief, slowly pitching her controls down and steeling herself for the descent into Canterlot.

The propeller on the front of the aircraft dipped into the dark clouds, choking briefly on the thick, asthmatic mixture of moisture and toxic fumes, before it seemed to accept the new air filtering through and began running smoothly once again. The conditions within the cloud didn't seem too favorable on the hull of the plane, however, and it began jostling the small metal bird to and fro within the brooding mist. The less-than-ideal conditions kept making Snips' eyes dart back and forth as he heard moans and groans coming from all around him, and several times, he would quickly reach up and grab Scootaloo as though she were a life preserver. She found his actions comical and giggled at each new pace he went through.

Suddenly, there was a deafening crash.

Scootaloo slowly opened one eye and looked around. She was still flying the plane.

Snips looked about ready to burst. His eyes were full of panic as he searched for their assailant.

The orange pegasus laughed once more at her fearful cargo. “That was just lightning.”

“Just lightning! That is lightning! It shocks and electrocutes all it touches!” He paused for a moment. “... So, uh, why aren't we dead?”

“Because I insulated my plane, like any intelligent pilot would. A couple of the things that were stuck on the outside are probably dead, but nothing that Apple Bloom can't replace in a few minutes.” She shrugged, her posture indicating her lack of worry, and the atmosphere in the cockpit seemed to relax somewhat.

“Well... if you say it's no big deal, then it's no big deal!”

No sooner had he uttered these words that the cloud cover broke, giving each of them their first glimpses of Canterlot.

Scootaloo hadn't been here in just over eight years, but it seemed like a century had passed for the once-noble city. Perhaps the rain was giving her a further negative sight, but... it was disgusting.

The only part of the entire city that seemed to gleam was the royal palace itself. Even the sections that the nobility had once seeked solace in were now decrepit canning factories and textile mills.

The poor sections of town now seemed to be the centers of activity. Massive metropolises of shacks and shanties swarmed around brick fortresses that reached their stovepipes toward the dark sky like sickly fingers trying to feel light one more time, their death throes belching out a white smoke that mixed into the rain and washed the workers in their own labor and shortening their lives as they coughed and wheezed their breaths ever shorter.

She took all this in at a few glances, appalled at the state of the once-proud capital of Equestria. She remembered the gleaming white stone on some of the noble houses when she took her first airship that seemed to beckon them closer and closer, a feature that was painfully lacking now. Even the poorer sections of town had seemed to smile at her in their simplicity before. Not this... sell-soul industrial park.

She would take care of her business as quickly as she could and get out.

Behind her, Snips let out a gasp as she craned the controls down further, giving the both of them vertigo. “Hey, do ya mind? I'm trying to look at the city!”

“That's just what I don't want to see.”

Her ominous words hung in the air, her passenger reserving his opinion for the first time the entire trip.

She swooped the plane toward the castle, its dilapidated yet still magnificent walls a beacon for her as she overtook them and made for a long airstrip on the other side. She mechanically maneuvered her craft between the slowly pulsating red lights that lined the edges, coming in smoothly and touching down with the feel of years of routine experience.

No sooner had she killed the engine that she saw two guards marching toward her, one white and one gray, officiousness and ever-so-slight hostility evident in their steps. One of them activated his horn and pointed a crudely made rifle at the cockpit. “Who goes there?”

“Sky Captain Scootaloo. Seems they slashed the budget for properly arming the Royal Guard.”

The guards both self-consciously looked at the firearm, noticing its substandard design and exchanging glances of shame before the other guard demanded, “What business do you have here, Sky Captain?”

“I come to warn Princess Celestia of a threat to Equestria so that she may properly prepare her nation.”

There was another pause as the guards once more exchanged glances, this time of affirmation. The same guard spoke. “And what of your passenger?”

“My name is Snips, and I will be accompanying the Sky Captain!”

“Provided it be allowed, of course.” She would leave him behind if necessary. She was actually quite hoping for it.

“If you will vouch for your passenger, he may accompany you.”

“... Yes, I vouch for him.” Celestia, why am I so nice?

“Very well. Come with us.” The guards turned to lead the way, giving Scootaloo and Snips time to disembark from the plane before taking up positions on both sides of them and escorting them to Princess Celestia's chambers.

The interior of the castle seemed quite nice, though Scootaloo had never actually seen the inside before, so she had no comparison to make. There were tapestries, stained glass, and elaborate rugs adorning most of the corridors, giving a sense of true royalty to the few who got to see it.

Relatively quickly, a chamber door was opened, revealing a large white pony standing next to a throne, her flank turned toward them as she studied a large map of Equestria.

“Princess Celestia, the Sky Captain requests your presence!” The officious tone of the guard penetrated the air and commanded attention.

The princess looked up from the map. “Oh, is that so?” She shifted her glance to Scootaloo, a warm smile coming across her features as she saw her company. “Ah, hello young Scootaloo. And your companion Snips as well? I'm glad to see the two of you are getting along.”

There was a shocked silence. “How did you—never mind. I have something of grave importance to tell you, princess.”

The white alicorn's smile faded as a look of dissatisfaction replaced it. “Ah... always business. I do wish you would simply visit more often. This is your first time in the castle, is it not?”

“Well... yes. Perhaps once this crisis is averted, we can discuss more pleasant things. I'd rather we discuss the concern at hand, though; I'm a very busy mare as of late.”

Princess Celestia sighed. “Very well... let us discuss the concern you have.” The princess sat down upon the floor of the throne room and turned her attention to Scootaloo. “What is this crisis that so urgently demands my attention?”

Scootaloo took a deep breath. “Well... there's been attacks on quite a number of cities recently. Perhaps you've heard about them. Normal mares and stallions with seemingly superpony powers have been attacking masses of citizens. Mind control, super strength... those are what I encountered, at least.” Scootaloo paused for a moment, getting only silence in return. “I managed to take one of them alive, experiencing firsthand the mind control, and she also used what appeared to be super strength to grip my plane with her bare hooves. She spoke cryptically when I did speak with her, guessing at some of the vices the interrogators had and seeming to be right.” She once again fell silent, expecting a response from Princess Celestia.

“I saved her as well! I snuck up behind the mare she was fighting and hit her across the head!” Not who she expected to talk.

Princess Celestia looked deep into Scootaloo's eyes. “Did she give you a name?”

“She said Lela Jetsam. I'm pretty sure that's not her real name, though.”

“You are correct. Hmm... Lela Jetsam....” She trailed off into silence again for a few moments, trying to recall something. “Ah, her name is actually Majestella. They like to make up code names with the letters already contained within their names. They will often sound far stranger than common names.”

Scootaloo nodded. “So, you know who they—er, she is?”

Princess Celestia nodded. “That I do. Princess Luna, contrary to what the papers say, has been personally overseeing the training of new guards, not receding into hiding. It's a secret project, but it takes up nearly all of her time. I often have to raise and lower the moon myself, it's been keeping her so busy.”

“So... what exactly does the program entail?”

“I can't tell you much, Scootaloo. Some secrets are better left untold.” She gave the orange pegasus a no-nonsense glance. “The only part that troubles me about all this is why soldiers under her command would be attacking innocent citizens.” She looked past Scootaloo and Snips at the two guards standing watch at the door. “Guard, will you please notify Princess Luna that I request her presence at her earliest convenience?”

Only silence greeted her.

Princess Celestia's eyes immediately hardened. “She knows.”

Before anypony else could say anything, Princess Celestia jerked one of her hind legs up as if she'd been stung by something. Her horn flared with magic, the yellow glow enveloping an earth pony that was attempting to retreat into the shadows, dragging the cloaked and hooded assassin into the light.

Before them lay a dark purple mare that was no older than Scootaloo when she discovered her cutie mark. She glared insolently at the princess who had revealed her, seeming to dare the powerful alicorn to come closer, her equally as dark blue mane now splayed on the hard floor beneath her.

“What have you done?” The princess's voice cracked. She seemed to know something Scootaloo didn't.

The mare smiled smugly. “I've brought Equestria to the past. Princess Luna will be pleased.”

Princess Celestia swayed on her hooves. “Don't you see what you're doing?” She winced slightly, still swaying back and forth, then turned to the Sky Captain. “Scootaloo, I need you to stop her.”

There was nothing more said from the princess as she summoned the last of her strength to bring the head of the pony she was holding down onto the hard tile, knocking her out. The princess then crumpled to the floor next to her assailant, surrendering herself to the poison that had been injected into her body.

Scootaloo and Snips stood in stunned silence briefly before Scootaloo looked at her friend and said, “We need to find somewhere to hide.”

“Shouldn't we raise the alarm?”

She sighed. “Luna's probably got agents like this one everywhere. If we try to raise the alarm, it will only make it easier for them to find us. Let's hide and see what happens.”

Snips nodded understanding, and the two of them found a large curtain to hide behind near the exit. They walked close by the guards, both of whose eyes were glazed over, their mortem grasping them before they had even had a chance to feel pain or relax their muscles.

They remained perfectly still for several long minutes before a guard burst in the door. “Princess Celestia!”

Snips began to move as if to speak with the guard, but was quickly stopped by Scootaloo, who shook her head warningly.

After a few moments looking around the throne room, the guard removed his helmet, making a strange shape with his mouth, but no sound came out. A few moments later, three more similarly disguised ponies entered the room, removing their helmets. She counted two pegasi, an earth pony, and a unicorn.

“What a mess... she got herself knocked out.” One of the pegasi, a dark green stallion, trotted forward, inspecting both of the bodies lying on the floor. “Well... Free Flyer, I guess you get to do the honors.”

“Yep.” The other pegasus, a younger-looking mare, approached Princess Celestia's unconscious body. She then reached unceremoniously around the ruler of Equestria's head and gave a swift, powerful jerk. The helpless alicorn's neck made a sickening crunch as the bones twisted, and her skull flopped pathetically to the ground, never to rise again.

Scootaloo stared in wide-eyed terror. Snips let out a strangled gasp.

As one, the four ponies turned to look at the curtain.

Scootaloo tilted her head toward Snips. “Run.”

The both of them dashed out of the throne room as quickly as their legs would carry them. Almost immediately, Scootaloo felt her back legs enveloped by a magical field. She was being dragged backward.

Snips summoned magic of his own and picked up one of the discarded helmets, flinging it toward the dusky grey unicorn casting the magic. It hit her horn, causing her to stop casting momentarily.

That was all Scootaloo needed. She galloped as quickly as she could around a corner, Snips leading her by a small amount, the both of them trying desperately to get back to the plane.

Behind them, they could hear two sets of hooves galloping toward them. They were being followed.

They passed through empty corridor after empty corridor, the castle eerily absent of guards. It appeared this had been planned well ahead of time. She sincerely hoped there were no more ponies like the ones following them. Celestia knew what they were capable of.

Princess Celestia. Was she really gone? She couldn't be killed that easily... could she?

There was still so much more for them to talk about. Scootaloo had never gotten the chance to ask her about where Equestria was going—the industrial boom, the state of affairs, perhaps going back to the old earth pony way of doing things....

Now Equestria was without a ruler.

Actually... Equestria had a ruler. Princess Luna.

She shook the thoughts from her head. Order her own sister's death? Scootaloo would never believe it, not even if Princess Luna told her herself.

They emerged into the dark of day, the Sky Captain's plane still soaking under a malicious cloud cover. Snips summoned his magic to open the cockpit, and Scootaloo flared her wings briefly to lighten herself, leaping onto Snips' back, then onto the wing of the plane, then quickly reaching her hooves down to lift her helper up. They both dove into the cockpit, which Scootaloo shut with the push of a button, then hit the ignition and began taxiing their getaway vehicle onto the runway.

Behind them, four ponies emerged, the two pegasi immediately moving to intercept the plane.

They were too late; Scootaloo was going to be able to take off. She hit the accelerator, the plane's propeller spinning faster and faster.

They didn't move.

Scootaloo looked behind her, where the pegasi were getting ever closer. She also saw the glow of magic around the tail of the plane, the same orange that had enveloped her hindquarters before. The unicorn was stopping her again.

Snips was watching behind them in terror. “Do something!”

“Buckle up.” She flipped open a small, clear panel, revealing a button, which she quickly pressed.

Nothing happened. She continued to not move while the two pegasi got closer and closer. She could see the earth pony galloping toward them now, too.

She pressed the button several more times, hoping for some response. “Stupid lightning... it may have killed us after all.”

Suddenly, there was a jerk and a faint purple glow all around the plane. Snips fell forward out of his seat.

“I told you to put on your seatbelt.” Scootaloo pressed the button a few more times, then the plane suddenly jerked, the purple glow sustaining around the plane as it took off speedily down the runway.

Snips looked behind them. “Uh... we may have a problem.”

Scootaloo glanced backward, where not only the two pegasi but also the earth pony were swiftly catching up to them. “Sweet Celestia, they have super speed, too? Is there anything these ponies can't do?”

The plane reached liftoff speed, and Scootaloo pulled back on the controls, the plane lifting off into the sky. Behind them, the earth pony launched himself into the air, just barely managing to catch the tail and swinging his hind legs up to better grip the hull.

Scootaloo grinned. “Well... we're not out of the water yet.” The two pegasi likewise continued to gain on the plane, somehow managing to come up on both sides of it. They had to be going nearly fast enough to give Rainbow Dash a challenge. She moved the throttle forward, the plane speeding up and making her feel the G-force.

Still, the earth pony held on, his hooves clinking on the metal as he approached the cockpit. Still, the pegasi continued to near the cockpit.

Scootaloo pitched the plane upward, towards the clouds. Perhaps she could lose them in there. She plunged into the darkness, unknowing and uncaring of where she was. She just needed to get rid of her assailants. Still, they persisted.

The earth pony poked his head up and over the underside of the plane, his head peering into the cockpit. He grinned wickedly, causing Snips to whimper audibly. The two pegasi likewise had just caught up to the cockpit, the both of them swooping in and attaching their hooves to the metal exterior of the plane as well.

Then, the three of them began striking the glass of the cockpit. Hard.

Scootaloo could hear the glass cracking under the strain. If they got in the cockpit, it was all over. Her gun wouldn't be very effective against Supermare times three.

Or would it? She touched the gun in its holster with her hoof to reassure herself that it was there. She hoped it didn't come to that... but she couldn't see another way out of this.

Swiftly, she saw spiderwebs forming over the glass she was attempting to look through. This was not good.

Just as suddenly, there was a loud cracking sound. She reached for the gun at her side and brought it to bear.

There were no more ponies trying to get into the cockpit.

She glanced quickly downward, where she saw three smoking pony bodies spiraling toward the ground below, quickly disappearing into the dark cloud.

Scootaloo breathed a sigh of relief. “Nearly short-circuited my anti-magic field, then got three super-ponies all at once... weather is a fickle thing.”

Snips asked in a panicked voice, “What happened?”

“We survived. What did you think happened?”

“Well... I thought they'd made it in.”

“Well, be glad they didn't.” There was an awkward silence in the cockpit for several minutes while Scootaloo tried peering through all the cracks in the window and Snips collected his nerves.

Finally, the ochre unicorn summoned the courage to ask a question. “Where to now?”

“Repairs. Then we find out just what this army is that we're dealing with.”

“And how do you propose to do that?”

“We visit an old friend.”