Mare Do Well: The Series

by ShadeJak

Rating: everyone
Tags: Princess Luna, My Little Pony: Friendship is Magic, Dark, Rainbow Dash, Comedy, Other, Mare Do Well, Adventure, Twilight Sparkle
Length: 104915

Set after my other story MDW: As The Sky Falls. New villains and threats arise, and Rainbow Dash finds herself once again in the role of the superheroine Mare Do Well

Rainbow Dash had thought her brief adventures as Mare Do Well were over and sought to move on with her life; but destiny has other ideas. New villains rise and cause mayhem, and Rainbow Dash is ready to put the costume back on and become Equestria's most awesome superhero once again!

Now has a sequel: Mare Do Well: Raining Of Fire

BIG thanks to drawponies for the new cover art!

Published 2013-04-25 08:20:01 UTC
Last updated 2013-07-26 13:02:27 UTC

Trickery and Terror

Tonight had been extra special, Pinkie Pie was throwing one of her parties and of course Rainbow had no desire to miss it the moment she got the invite. As Mare Do Well she’d managed to save a deejay and just yesterday had flown to Appleloosa to stop some, of all things, cowpony-themed villain called King Slinger who had been trying to raid apple shipments. With the villain in jail and her back in Ponyville, Rainbow Dash had plenty to feel good about.

Grinning as she saw the party was already starting, Rainbow trotted into Applejack’s barn. “Hey, girls! Hope I’m not too late!” She said. In response, however, the others just gave her funny looks. “Uh… something up?” She asked.

“I should say SO, first of all why the disguise?” Rarity asked, causing Rainbow to cock her head in confusion. Far as she knew she wasn’t wearing anything, least of all something out of the ordinary, and quick look-over confirmed as much.

“Excuse me? This is how I usually look.” The cyan pegasus answered.

“Now we all know that ain’t true.” Applejack said, a cross look on her face. “Seriously, why’d ya’ll come in here wearin’ that?”

“Okay, now you’re REALLY making no sense.” Rainbow replied, backing a little towards the door as Twilight immediately approached.

“Really, stop pretending to be somepony else. Take that off NOW.” She said, grabbing Rainbow’s ear with her teeth and giving a firm yank. Oddly, Rainbow Dash felt no pain, and her eyes widened as what had to have been her skin just slid right off like a tablecloth. “Good to see the real you for a change.” Rainbow Dash suddenly was looking over at a big mirror that she swore wasn’t there before, she saw she was now in the Mare Do Well costume. How did that all just happen?!

“Wait, no, this is…” She hurriedly pulled the hat and mask off, only to find another underneath.

“Ooh! Ooh! That was so neat! How many more you got on?” Pinkie Pie asked, bouncing around as Fluttershy just sighed a little and turned away sadly.

Rainbow struggled to take the mask off again, finding yet another underneath. And another. And another. And another.

“Would ya just stop lyin’ to yerself, Mare Do Well? Ya can’t just go around pretendin’ to be somepony you’re not!” Applejack scolded.

“No, you got it all wrong, I’m my own pony, Mare Do Well’s the costume—“ Rainbow insisted, now up to her flank in Mare Do Well masks and hats as…

Rainbow Dash jerked up from her bed, wide awake and breathing heavily from the weird nightmare she’d experienced. After a few moments and managing to calm down, the pegasus mare looked over, seeing if she’d disturbed Tank. He remained sound asleep in his bed, earning a small smile from her before it faded as realization from the dream set back in. “What’s happening to me…” She wondered. “Mare Do Well is really me, not the other way around, right?”

~

“The GREAT and POWERFUL Trixie feels such disappointment in this relocation!” A blue unicorn mare in a purple hat and cape covered in star patterns mourned. She’d hoped the Enigmare Playhouse would still be open, but regrettably it had closed down two months ago. Alas had she come sooner it’d have surely thrived. As a switch, she’d be performing at an amphitheater normally reserved for music. It lacked the décor but it’d do for her show, one which had helped provide her a more positive image ever since she brought it on tour.

Her train of thought halted when she noticed a small box lying on her dresser she was surprised to have missed while brushing her mane. It did not surprise her to see things from fans arrive, though usually it came after the shows. Intrigued, her horn glowed and the box unwrapped and opened. Peering within, Trixie saw an odd disk with a hypnoswirl design on it.

“What manner of—“ Trixie began, and suddenly the hypnoswirl spun for a second, causing her to jerk back as she felt an odd headache that lasted for a second or two. Shrugging it off, Trixie swatted the object aside. “Somepony seeks practical jokes? Trixie is not amused!” The unicorn muttered in disappointment, leaving the room to begin her show.

“Clap your hooves, let out a cheer, because The Great and Powerful Trixie Lulamoon is HERE!” The announcer declared, and in a magnificent burst of sparkles and smoke, Trixie stood before her audience, swishing back her cape and a brilliant swirl of light spun around her and into the air, exploding into fireworks.

“Greetings, Fillydelphians! As you know, I am the GREAT, and POWERFUL TRIXIE, and I am here to tell you a story unlike any other! A story of heroes, corruption, and redemption!” The showmare announced, images of Twilight, herself, and the cursed relic that had nearly driven her mad. “It all began when the Great, but VENGEFUL Trixie had sought to even a score against a unicorn who had humiliated her, but Trixie’s intentions were wrong, for she could not see her mistakes!” The image became of Trixie wandering Equestria. “Her misfortunes only fueled her grudge, as she suddenly learned of a powerful artifact that could give her the power to have her revenge, but how could Trixie have known of the cost?” She asked dramatically as the image became that of the Alicorn Amulet, its eyes flashed red.

“Forged from black crystal by the ancient tyrant King Sombra himself, the amulet—“ Trixie began, when suddenly the image broke apart into a swarm of hideous batlike creatures that flew around her and Trixie herself grew uncomfortable; this wasn’t part of the show… the creatures’ eyes flashed red, their mouths spread open revealing rows of teeth as they all flew at her. Trixie screamed and ran offstage as fast as she could, overwhelmed with terror. The audience murmured, staring at the Alicorn Amulet image as it faded and wondering why the showmare suddenly panicked. Up in the rafters, a hooded figure chuckled and slipped into the shadows.

Now outside, Trixie stumbled into a puddle, the horrible things still chasing her. She had to get away from them! Screaming hysterically past confused ponies, she fled into an alley, trying to hide. The creatures were no where to be found and with a sigh, Trixie brushed back her mane. She’d have to try her hardest to convince her audience that it was all an act. As she shook her head and prepared to leave the alley, a burst of purple smoke exploded in front of her, and standing within it was a figure in a flowing purple hooded cloak and black bodysuit. The oddest feature about him, however, was the massive reptilian green eye that seemed to be where his face should have been, and seconds later, the eye faded into another hypnoswirl. As more horrible beings formed from the shadows, the showmare screamed in terror as she saw them descend upon her.

~

“Daring Do and the Manticore Mantle, here I come!” Rainbow Dash said proudly, it being a bright afternoon perfect for flying to the library to enjoy the next of her favorite series. Her intent had been to knock and have Twilight open the door, but she realized too late how fast she was going…

Looking up from the ground after having crashed into the door, Rainbow saw that in the time she’d attempted to stop seeing double of everything Twilight had answered and was now looking down at her. “Hey, Twi.” The cyan mare said sheepishly. “Guess I kinda went faster then I thought.”

“Hi, Rainbow.” Twilight said in an oddly curt tone as she greeted her. “Come on in if you’re okay to stand.” She said, turning and entering the library. Shaking her head and getting up, Rainbow Dash hoped she wasn’t having another weird identity crisis dream.

“Something wrong, Twi?” She asked. Rather then answer, a pair of newspapers appeared in front of the pegasus’ face, one of which detailing Mare Do Well’s apprehending Shockwave in Van Hoover when he’d gone after Vinyl Scratch, and a paper dated for today that showed a picture of King Slinger and his gang barely conscious in a manure mound after having been bested by a similarly detailed costumed vigilante in Appleloosa.

“I collect every paper in the major cities and towns of Equestria, Rainbow. Got something you want to confess to?” She asked.

“Uhhh…” Rainbow began, rubbing the back of her head. “Know what, Twi, I just remembered I left something back home, so I’m gonna—“ She prepared to leave but was greeted with closed doors.

“Rainbow, I didn’t tell any of the others, but… I need to know why you’re still doing this? You’re not just looking for thrills are you?” Twilight asked.

“No! It’s nothing like that!” Rainbow answered. “Ever since all the stuff that happened back then I’ve been, I dunno, different! I think about how many ponies I saved, I think about my dad and Scootaloo when I stopped Gilda from blowing up the factory! I think about the filly I saved in the fire, I feel like I gotta be there for when stuff like that happens again, and by being Mare Do Well they can all have somepony to look up to!”

Twilight sighed. “Are you serious about that?” She asked.

“Twi, I wouldn’t lie about a thing like that!” Rainbow answered defensively.

The unicorn shook her head. “Well if you are, then here’s something else you may want to see.” She said, and she brought up the Fillydelphia Press, its front page left the pegasus staring agape.

“Sensational Showmare’s Psychotic Breakdown?” Rainbow read aloud. The photo featured Trixie who had been strapped down to a hospital bed, with a story about having found her rambling about an eye and monsters.

“Well?” Twilight asked, a stern look still on her face. “Look, I’m curious about this whole returning to the Mare Do Well role thing going on with you, so if you’re interested in investigating this and finding out who attacked Trixie, I’ll be glad to teleport us there right away.”

“Us?” Rainbow asked, raising an eyebrow.

“Yes. Us. I want to see this through, and not to mention save you the trip back, for better or for worse. You’d best go get anything you might want to bring.” She said, levitating her saddlebag and looking for any books that might help explain whatever happened to the eccentric showmare. With a nod and a promise to return in just a few seconds, Rainbow Dash was out the door and on the way back home.

~

In a brilliant flash of light, Rainbow Dash and Twilight found themselves standing in front of the Phillydelphia General Hospital. Shaking her head a little, the pegasus fought off the slight dizziness from the teleportation. “You alright, Rainbow?”

“Yeah, fine as ever.” The pegasus answered.

“Well, this is the first time I’ve teleported another pony this far, even if it’s with me, so I guess side effects were to be expected.” Twilight said sheepishly, earning an eyeroll from her friend.

“Whatever, we should probably go see Trixie now.” Rainbow answered, hoping next time around would be easier on her system.

Getting in was easy enough, Twilight leveraged her own position with Celestia to get security to allow them through and to see Trixie, what had been the hard part was seeing the unicorn herself. The magician was hysterical, curled up in a fetal position and sobbing uncontrollably as orderlies kept a safe distance.

“Trixie? It’s me, Twilight Sparkle… remember?” Twilight asked softly.

“No! Come no closer to Trixie! Trixie will not look!” The blue unicorn said, tears rolling down her cheeks. Looking to the orderlies, Twilight’s horn lit up and her saddlebag opened, she looked over a particular page she’d marked then closed her eyes, her horn lighting up. In a flash of light, Trixie seemed to calm down.

“Where am I…?” The showmare asked, then noticed Twilight. “Uh—Twilight Sparkle! What brings you before the Great and Powerful Trixie?” She questioned in what Twilight and Rainbow Dash could only guess was an attempt to reclaim some of her dignity.

“Look, drop the titles, you’re not on stage, Trixie.” Rainbow Dash ordered as Twilight gave the orderlies a look to give them privacy.

“The Great and Powerful Trixie is not amused by your belief in her use of ‘titles’, she has performed for Fillydelphia many times and thus refers to herself as she is, no more and no less.” Trixie said with a hoofwave. “She would like to know of your reason for being in Fillydelphia, as Trixie is certain the show was here yesterday and you were not.”

“Yeah, yeah, about all that; any idea how you ended up running out on your show and getting found in the streets screaming about monsters and scary eyes?” Rainbow asked. “Not exactly the stuff that comes to mind about you lately.”

“Indeed, the Great and Powerful—“ Trixie began, before noticing the annoyed expression the cyan pegasus wore and the head shake Twilight gave and sighed. “Very well, I don’t remember much of it really… I barely even remember being found or getting here. I just remember these…” She cringed. “THINGS, horrible little things with red eyes and mouths full of teeth, wings like bats, they were all around me, chasing me out of the amphitheater!” She explained, the memory still sending chills down her back.

“But that’s the thing, Trixie…” Twilight began, walking over. “Nopony else saw anything like that. They just saw you completely lose it and run out screaming.”

“How could they NOT see them?! They were all around me!” Trixie protested. She looked down and saw she didn’t have any of the scratch marks anymore from the previous night.

“What else? What about this eye they said you were all freaked out about?” Rainbow asked.

Trixie shook her head. “I don’t know. At first I thought it was another pony, he had a hood and cape, but he didn’t have a face, just a big eyeball!” She explained, causing the other two mares to exchange a glance.

Imaginary monsters and eyeball-headed ponies? Never a dull moment now. Rainbow thought to herself.

“Okay, that is weird.” Twilight said, using her magic to scribble it down on a notepad she brought. Anything else? Like did anything weird go on before the show, maybe? Anything that seemed even a little off?” She asked.

“Now that you mention it, I recall getting a rather odd gift shortly before the performance! It didn’t have a name or anything, but I am used to gifts from fans so I opened it, and there was of all things a hypnoswirl disk inside, barely of better quality then a filly’s toy.” The unicorn said.

“Thank you, that’s all I’ll need.” Twilight said with a smile. “Look, we’ll help you get to the bottom of this, in the meantime get well.” She said, turning to leave, ushering Rainbow follow.

“Trixie would much like to be out of here by tonight! More time to decide on an encore without these odd happenings!” The showmare said, lying back on her bed in annoyance.

“Well good luck with that.” Rainbow Dash said dryly. “But hey, look, how about doing me one little favor to cheer you up?” She asked, an idea in mind.

Moments later, Rainbow caught up with Twilight downstairs in the lobby. “What happened?” The unicorn asked.

Rainbow grinned and shrugged, something in her teeth which she allowed Twilight to take. “Gotcha an autograph.” She said.

“You of all ponies wanting her autograph? You’re more insane then I realized, Dash.” Twilight said with a facehoof.

“No, no, look at the picture. I specifically asked for it and guess what, she’s still proud enough to do it.” The pegasus said, and Twilight gave a look, noticing the picture was an image of Trixie in her dressing room before the show she’d had. “Figure it’d make teleporting in easier if we know where we’re going.”

Twilight grinned. “Yeah, it would! Good thinking.” She said, and after giving the picture a good look, closed her eyes and focused, and in a flash of light, the two ponies vanished.

~

“Yeah, this is her dressing room alright.” Twilight muttered, noticing all the photos of Trixie that seemed to frame the large mirror. Trixie would always be Trixie, she supposed, even if she were noticeably nicer now. The empty gift box lay on the corner sideways, and the lid on the floor just near it. “The thing she got has to be around here somewhere. I don’t think the police would have been here yet.” She said.

Rainbow Dash looked around, then spied something sticking out halfway under a wardrobe. Sliding it out with her hoof, Rainbow Dash noticed it looked like a disk-shaped object with a hypnoswirl on it. “Hey, Twi, this what we’re—“ Suddenly she felt a dizzy spell come over her, the room got blurry for a second but then returned to normal.

“Careful!” Twilight said, using her magic to yank it away and placed it in her saddlebag. “You okay? That thing could be dangerous!”

“Yeah, I’m fine.” Rainbow said, wondering what had come over her back there.

“Well, we got what we came for.” Twilight explained. “I’m gonna go back to Ponyville so I have all my books and lab to study this thing.”

“And me?” Rainbow asked.

“I’ll send you back to the hospital. It may take me some time to study this thing but they’re probably gonna release Trixie from the hospital since she should be recovered by now. I think it’d be a good idea if somepony watches her back, in case whoever attacked her comes back, don’t you think?” Twilight asked. “I mean, that is what heroes do, right?”

Rainbow gave a salute. “You can count on me!” She said. As annoying as Trixie could be, she had been trying to turn her life around after the incident with the Alicorn Amulet and was still a victim in need, somepony Mare Do Well was meant to protect. With that, Twilight teleported her away, then did the same for herself.

~

“The Great and Recovered Trixie appreciates release from this establishment!” The blue unicorn announced as she was escorted out of the hospital and was greeted by two unicorn guard ponies the hospital had contacted.

“Miss Lulamoon, we’re here to provide you escort to your hotel room, in case of another attack. We’ll keep watch after.” One guard said, gesturing to the carriage.

“The Great and Powerful Trixie is in your debt.” The unicorn showmare said with a smile as she boarded the carriage, and they departed shortly after. As they left, unknown to anypony, a costumed pegasus leapt from the hospital roof and flew after them, creeping from cloud to cloud and building to building, keeping careful watch over them.

As the carriage continued its course down the nighttime streets of Fillydelphia, the guards noticed something up ahead, a thick purple mist that seemed to be gathering. Slowing to a stop, the guards grew concerned. “Stay inside, Miss Lulamoon. Something’s going on out here.” One of the guards said.

Before the blue unicorn could reply, however, the carriage was suddenly turned over by violet magic, sending it rolling a few times. Trixie grunted in pain as she got up, somewhat dazed and climbing out of the broken doorway.

“Uh oh…” Rainbow Dash muttered to herself, flying closer but keeping hidden, waiting for the assailant to reveal themselves. She didn’t have to wait long, as seconds later, within the purple smoke, stood a pony in a flowing dark purple hooded cape and black bodysuit. His hooves were covered with harnessed gauntlets and he wore some kind of vest guard with odd symbols on it. His horn jutted out of the top of the hood, but his most unusual feature however, was the glowing green reptilian-looking eye that was under the hood in place of a face.

“Who’s there? Who are you?” One of the guards asked, getting up from the sudden attack that had happened to the carriage they were pulling.

“You may call me Decepto, master sorcerer and manipulator of the mind!” The hooded figure declared in a low, reverberating voice. “I am here to exact vengeance against the so-called ‘great and powerful’ Trixie Lulamoon. You will not stand in my way!”

“Think again!” The guards said, their horns charged up as they fired blasts of magic at the costumed unicorn, who waved his hoof and their attacks seemed to just go right through him. Another burst of purple smoke appeared, engulfing the guards and Trixie, the guards attempted to fire again, but their horns only fizzled and sparked helplessly.

“My turn.” Decepto said, rearing back on his hind legs, his horn glowing. “Quia mundus semper fuit ardens suus fuerit conversus!” He chanted, and suddenly a massive wall of flame appeared before him and rushed at the guards, engulfing them. The guards screamed and ran away in a panic, covered in flames as Decepto let out a sinister laugh and began to approach.

“Trixie will not be defeated so easily this time!” The unicorn showmare declared, leaping into action and charging her magic, only for it to fizzle out as well. “…W-what? My magic?!”

“..Is no good against a sorcerer like myself.” Decepto said. “Observe!” He raised his right hoof and his horn glowed again. “Sulum contemno tertius ingenero!” Suddenly, ghostly snakes materialized around him and lunged at Trixie, wrapping around her and causing her to collapse to the ground.

“What have I done to you? Tell me!” The blue unicorn pleaded. She had made some ponies dislike her in the past, but she didn’t recall anything that could lead them to going this extreme against her.

“All in good time, you fraudulent foal!” Decepto said with a laugh, standing over her.

“How about you tell us everything!” Mare Do Well declared, swooping down at the costumed unicorn at high speed. Much to her surprise, however, when she impacted with him, the hooded villain exploded into a swarm of bats. Unable to focus, Mare Do Well lost speed and tumbled across the street. Turning, she saw the bats reform back into the costumed unicorn. “Cool trick, but try this one!” She said, using a sudden burst of speed, then faking him out with a loop and striking him from behind, only for Decepto to vanish in a flash of light this time, briefly blinding her.

“Ugh, okay that’s cheating!” Rainbow grumbled in annoyance, rubbing her eyes and attempting to turn but was suddenly hit from behind by Decepto. Falling, but recovering quickly, the costumed pegasus quickly rolled and bucked her hind legs out, kicking the unicorn villain in the chest and knocking him over and giving her momentum to land back on all fours. Decepto grunted in pain for a moment, then prepared to turn over but was immediately pinned down by Mare Do Well.

“Alright, pal. Start talking or I put that big ugly eye of yours out first!” She threatened, raising her hoof, but Decepto simply laughed.

“Very well, I’ll start at the beginning; Did you find my little gift I left her the other day?” He asked.

“Yes.” Mare Do Well answered, striking him in the chest, but he seemed unafraid.

“That’s all I needed to know.” He said, and with a terrifying laugh his eye transformed into a undulating hypnoswirl. The weird feeling Rainbow had suffered when she’d found that thing in Trixie’s dressing room earlier quickly came back, and suddenly Decepto’s hypnoswirl eye seemed to grow larger, taking up her entire field of vision as a horrible screeching sound began to grow within her mind as well, then she felt like she was falling, odd whispers all around her that she could only barely make out.

Get out of here! Get out of here! Get out of here!

Mind playing tricks on you!

Rainbow Crash! Rainbow Crash!

The undulating hypnoswirl suddenly transformed into four padded walls with a tiny barred window showing a night sky, and she herself was bound in a straightjacket, the locked door the only apparent exit. “Where…?” Rainbow Dash wondered, hearing a faint barking she could have sworn came from a nearby cell.

“Someone here to see you, Rainbow Dash.” A unicorn orderly said as he opened the door, and Twilight entered.

“Twilight!” Rainbow cried out, falling over and she could hear the whispers again. Shaking her head, she looked up at her friend, who did not look happy to see her at all.

“I should have known you couldn’t do it.” Twilight said coldly. “It was wrong of me to let this whole Mare Do Well thing slide with you. Trixie’s gone, and I don’t think you’re worth letting out. I’ll see where my own work gets me from now on with friends I know I can actually count on. Not ponies obsessed with proving themselves.”

“Twi, this wasn’t my fault! He did this thing to me, I couldn’t fight it off! I can’t let him hurt Trixie!” Rainbow pleaded.

“Oh he already HAS!” Twilight said viciously, flinging a newspaper in front of the bound pegasus, whose eyes widened in horror at the headlines.

“Showmare Slain By Sorceror Supervillain!?" She read aloud. “Oh no… oh no oh no…” Rainbow Dash stammered, unable to believe what she saw. She hadn’t just lost to this villain, she’d… failed.

“You’re a failure after all, Rainbow Dash. Goodbye.” Twilight said, turning to leave.

“No! Twi! I’m sorry! I’m sorry! Please, don’t go!” I’m sorry!” She begged, breaking into a sob as Twilight and the orderly left, and the walls began to close in around her, prompting a horrified scream from the young pegasus.

~

“Rainbow Dash! Rainbow Dash! Wake up!” Twilight pleaded, her horn glowing as she tried to wake the pegasus screaming and thrashing about hysterically on the hotel bed. “Come on, wake up!” The unicorn’s horn glowed brighter, and Rainbow Dash suddenly jerked up screaming but now completely awake.

“It’s okay, Rainbow. You’re alright now.”

“Twilight? Where? How did I get here? You’re not—“ The pegasus asked, trying to stop shaking.

“I made it back earlier then I expected, I found you in the street unconscious, then brought you back here and suddenly started screaming like you were having a nightmare.” The unicorn explained.

“I was… the guy’s called Decepto, he ambushed the carriage and attacked. I almost had him then suddenly he did this hypno-thing with his eye, and I woke up in a mental institute. You were there, called me a failure and said Trixie was killed!” Realization hit her. “Ohmygosh, Trixie! Where is she?” She asked, fearing the worst now.

“She’s missing. They found the guards running around thinking they were on fire. They’re okay now, I guess whatever he did to them wore off.” Twilight explained.

“Well we need to find her. What did you find out about that… thingy?” She asked, eyeing the saddlebag Twilight had with her.

“It’s an enchanted item. I think our ‘Decepto’ enchanted it with some kind of hypnosis spell, when a pony looks at it, it lowers their resistance, makes them more susceptible to hallucinatory magic and other spells involving mind manipulation. Which reminds me!” Twilight said, her horn glowing and a gem and a tissue with purple residue floated out and landed gently on the bed. “This gem was also enchanted, take a look.” She said, her horn glowing and the gem shimmered, and suddenly a wall of fire emerged from it.

“WHOA! TWI! WATCH IT!” Rainbow cried out, barely avoiding the wall of flame as it vanished, and noticed the bed and wall were unharmed.

“It was an illusion, Rainbow. It can’t hurt you.” Twilight explained.

“That explains how I couldn’t touch him when I attacked him most of the time. But what about those guards? They seemed sure they were on fire and they didn’t look at any hypno-thing.”

“That brings me to the next part. This residue. It’s made from an herb that’s used for several different things, spas use small doses of it for making a pony’s skin more sensitive, for massages and such and treating aches and pains but can also dull a unicorn’s magic a little bit… but at this level of concentration it’d do way more then that. It’s also been mixed in herbs used to raise anxiety as well, used to be used long ago for horror plays to make them more intense, but well…” Twilight said with a light shrug. “For obvious reasons it’s been out of practice since. I think this Decepto is more smoke and mirrors then actual magical power.”

“Well this guy obviously knows his stuff, and he’s got a serious grudge on Trixie.” Rainbow explained. “But then again, Trixie having enemies is no surprise, even if she’s changed.”

“Well she’s not around to ask, and we gotta work fast if we’re gonna find her.” Twilight replied. “But I think if Decepto has got a lot of skill with stage tricks, and he knows Trixie enough to want revenge on her for something he’s gotta have been in the business before.”

“And Trixie changed her ways awhile ago, and has been doing shows ever since, far as I’ve heard. Why wait till now, though?” Rainbow asked.

“Maybe there’s something about Fillydelphia that matters to him.” Twilight wondered. “Ooh! I know where we can go to find out!” She said, suddenly enthusiastic to the point if Rainbow wondered if the unicorn had forgotten the situation at hoof. “Oh. Sorry, just I’ve been always wanting to see this place. The Fillydelphia Library should have plenty of old newspapers we can find something out about any shows Trixie held here!”

With a roll of her eyes, Rainbow Dash packed her saddlebag and they left for their destination.

~

The library was, needless to say, capable of making the one Twilight Sparkle lived in look tiny in comparison. A massive stone structure with a statue of Record Reader, the building’s founder, stood proudly in the front. As they entered, they were greeted by a light gray unicorn stallion with a dull maroon mane at the desk.

“Hello, I was wondering if I could visit the newspaper archives? I’m doing a research project for my schoolwork, I wouldn’t want to disappoint Celestia.” Twilight said with her best smile. The librarian adjusted his glasses.

“So you’re the unicorn she was teaching. Heard about you.” The librarian said. “I suppose I can’t turn that sort of request down.” He mused. “Take the right hallway and make your first left, the archives will be in the room at the end. Just let me know if you or your friend need help finding anything.” He explained with a friendly smile.

“Thank you, sir.” Twilight said, while Rainbow settled for a small salute and they headed to their destination. “Well he seemed nice.” Twilight said, looking around at the walls covered in books.

“Yeah, I guess, weird cutie mark though, wouldn’t expect a librarian to have a mirror on his flank.” Rainbow remarked. “Why? The egghead got a crush?” She teased.

“Oh, hush, Rainbow. Just taking in all the scenery. This place isn't as big as the one in Canterlot, but it’s been awhile since I really got to appreciate a big library.” The unicorn said.

“Whatever you say, Twi.” Rainbow said as they reached the archives room.

“Okay, Trixie’s shows in Fillydelphia would probably be front-page news given all the hype she used to make about herself.” Twilight explained. “We need to find any paper that talks about the times she’s been in town.

“Well we don’t have a lot of time, Trixie’s still out there and I gotta help her! Any spells you know that can make the search a little faster?” Rainbow asked impatiently.

“Actually, I do!” Twilight said with a smile, remembering a spell she’d studied to make searching her library easier. Closing her eyes and focusing on Trixie, several of the newspapers floated out of their place and landed before the ponies. “Any paper that mentions Trixie is right here. Let’s look them over.”

About a halfhour later, Rainbow Dash noticed something. “Hey, Twi, check this out!” She said, prompting the unicorn over. “According to these, Trixie used to work with assistants, but she kept firing them. Guess she loved having all the attention on herself.” She said.

“Yeah, some ponies have that problem sometimes don’t they?” Twilight said, looking at the cyan pegasus.

“Hey, I may be the most awesome flier around still, but I’m not that bad about it anymore.” Rainbow said defensively. “Anyway, this guy they’re talking about here was her last one, a unicorn named Smokin Mirrors who was pretty talented himself and worked with her at this playhouse called Enigmare, but that’s not where she was attacked.”

“Yeah, no reason it should be, this paper says it got closed down pretty recently. Trixie was pretty upset about it.” Twilight said, showing another paper. “Any pictures of that assistant? I mean, getting fired and all by her over personal glory might be reason for revenge.” Rainbow turned the paper to where it continued, revealing a picture of him. “It says he was really good at illusions and stage tricks, Trixie decided he was getting too much attention and cut him loose.” Then her eyes widened as she noticed something about him. The face, the cutie mark…

“Twi… that’s the librarian we just saw earlier…” Rainbow said, preparing to grab her costume.

“Come on, then!” Twilight said, but before either pony could act, explosions of the familiar purple smoke filled the room.

“Oh no, do stay awhile, nosy little fillies!” Decepto’s voice declared, the doors closing on them as he appeared above them, hovering in the air. “Venit fulgur!” He shouted, raising his hooves and his horn glowing, and clouds gathered in the ceiling, and lightning struck everywhere.

“We gotta go! Now!” Twilight said urgently, charging up her horn to teleport them outside, but her horn sparked violently, the smoke beginning to affect her, Rainbow Dash abruptly vanished, Twilight did not, her horn then fizzled out.

“Poor little mare, all alone…” Decepto taunted, floating towards her. Twilight desperately tried to use her magic, but to no avail, her horn was unresponsive.

“Where’s Trixie?” Twilight demanded.

“Oh, she’s quite well. I’ll be glad to take you to her.” Decepto replied with a laugh.

With no other option, she attempted a charge, but flew right through him as he burst into a puff of smoke, then reappeared behind her, pinning her against the wall. “Don’t worry, this won’t hurt… much…” His eye then glowed brightly and transformed into an undulating hypnoswirl and Twilight only had just enough time to scream as a horrific screeching could be heard within her mind...

~

“Ughh.. Twi warn me next time…” Rainbow Dash muttered after having finished vomiting from the teleportation spell, causing a few ponies passing by to give her funny looks. She wondered if whatever that stuff Decepto used may have had part in it or if Twilight was so urgent with the spell it had this effect.

Wait, where was Twilight?

Rainbow looked around frantically, realizing Twilight was no where to be found. Did that mean…

“Oh no!” Rainbow Dash galloped back inside, other guests running out of the library passed her as the smoke spread around the place. Taking to the air, Rainbow Dash flew several circles as fast as she could, causing a small tornado to suck up all the smoke, then flew off towards the archive room. “Twilight!” She called out, only to find the room empty, with a single open window. Decepto had already taken her. “Great… now what…” She muttered, then heard a faint crinkle under her hoof, noticing the open newspaper showing the closing of the Enigmare Playhouse. Realization hit her… that had to be where he was hiding out, and he probably had Trixie and Twilight there too! Grinning, the pegasus opened her saddlebag and put on the costume as quickly as she could.

“Twi, Trixie, I won’t leave ya hanging.” Mare Do Well said, memorizing the address as the paper listed and with that, she flew out the open window to find them.

~

Twilight groaned as she slowly came to, opening her eyes, the unicorn shuddered at the discovery she was drifting in outer space somehow. “What in Celestia’s mane—“ She cried out.

“My apologies.” Decepto’s voice echoed around her, and the scenery faded, revealing a basement area, the unmasked Decepto stood before her, his horn glowing as a gem by his hoof flickered and faded out. “Welcome to the Enigmare Playhouse, Trixie over there I’m sure is familiar with it.” He stated, gesturing to the bound Trixie who had appeared next to Twilight when the illusions had faded. “After all, our last performance was here, if I’m not mistaken.” He said with a laugh. “Don’t attempt any magic. The smoke you both have been breathing has dampened your power.”

“You’re Smokin Mirrors, right?” Twilight asked. “Look, I know Trixie hurt you in the past, but she’s changed, she’s different now. You need to forgive her, and as Celestia’s student I can promise if you let us go I’ll see to it she’s lenient on you.”

“Smokin Mirrors… is that really you?” Trixie asked, trying to sit up despite being bound up as the unmasked villain turned toward her. “I’m so sorry for how I treated you back then.” She said, sincere guilt in her voice. “I had hoped when I came here to look you up after the show and apologize. It was wrong of me to throw aside someone as talented as you were, especially just because I wanted the attention for myself. If anything, I should have taught you, and helped you get into the show business too.” She said, the tone and her pained look as well as having broken her third-person stage persona was all Twilight needed to know the other unicorn was completely honest and sorry towards her former assistant.

Decepto stepped back slightly, pausing for a moment, then turned away.

“It’s too late for apologies, Trixie.” He said, letting out a crazed chuckle. “…Or for the Princess’s forgiveness.” He turned around, a sneer on his face. “Imagine the respect I’ll gain when I’m known for having conquered two of Equestria’s most talented magicians! The respect I’ve deserved all these years! The respect YOU denied me!” He shouted, his horn glowing and his helmet sliding out and reassembling from within his hood, forming into the familiar glowing eye.

“You’re insane. This won’t get you what you want.” Twilight threatened. “And I know you won’t win.”

The unicorn sorcerer laughed. “Oh, are you referring to that costumed superhero pony I bested so easily last night? If she’s smart, she’ll have given up by now or I’ll do far worse to her then I did the last time.”

“That’s the thing. She never gives up… and she really hates losing.” Twilight said, a confident smirk on her face which earned a dumbfounded look from her fellow captive who hoped Twilight knew what she was talking about.

“Well, then, I’ll look forward to showing you how I beat her last time, first-hand!” Decepto replied, and turned to leave.

~

“This must be the place.” Mare Do Well muttered to herself as she looked at the now-worn down building. The playhouse was quite large, and no doubt had been quite beautiful in its prime. Windows were boarded, the door was chained up, but she knew Twilight and Trixie were there, along with their captor. Descending, the costumed pegasus circled the building, looking for any sign of a way in, and spied a broken window on the third floor. Flying towards it, Mare Do Well flew carefully in and landed, finding herself in an empty storage room. Moving through it quietly, the costumed pegasus carefully opened the door, and found herself in a long hallway. Stepping in, she noticed the odd smell in the air and couldn’t help but cough. As soon as she stopped coughing, however, she noticed everything getting blurred and warped, and Decepto’s laughter was suddenly heard all around her. Looking ahead, at the end of the hallway, she saw him standing there. Before she could do anything, though, he suddenly flew right at her, his hood transforming into a hideous, fanged, snarling maw.

Instinctively, the costumed superheroine raised her hooves to defend herself, thrusting her right hoof out at the terrifying creature as it flew right through her like a phantom.

“More illusions…” Rainbow muttered under the mask as she fought off the dizziness from the gas and approached the door at the end of the hall, finding a tiny glimmering gem stuck to it. Kicking it loose with her hoof, she watched as it fell to the floor, and the false image of the monstrous visage Decepto had assumed reinacted its laughter and lunging at the ceiling like a recording. “Cute. Probably thought he’d scare me out.” She muttered with a laugh. Still, it meant he was prepared.

Pushing open the door, Mare Do Well felt the air get better and everything cleared up, finding herself in a smaller hallway that led left, and followed it, finding herself on the balcony overlooking the stage. And there on the stage, bound and gagged, were Trixie and Twilight Sparkle. Spreading her wings to fly to their rescue, the costumed pegasus prepared to go help them but hesitated, realizing this could be another trap.

“Welcome, Mare Do Well.” Decepto’s voice announced from all around the room, then he descended from the rafters, illuminated by his unicorn magic and his eye glowing as it glared intently at the pegasus heroine. “Trixie was doomed from the start, but this little one, much like you, should have stayed out of trouble. Now, I’m willing to let you leave with your flank unharmed, if you do so right now. What’ll it be, Mare Do Well?” He asked.

“I say no bucking way.” The costumed pegasus answered. “Plus, any schoolfilly can see this is a trap.”

“You catch on.” Decepto answered, the images of Twilight and Trixie vanishing and leaving behind more gems. “But it won’t save you!” He glowed brighter, and the curtains spread, revealing a massive undulating hypnoswirl, causing Mare Do Well to fall from the balcony from a brief dizzy spell, and flapped her wings as quickly as she could to slow her fall and fly at the costumed unicorn.

“Ego puto verus lamia operor non mico!” Decepto chanted, and reality itself seemed to shatter before Mare Do Well’s eyes, the stage, floor, chairs, and chunks of wall now drifted about in a swirling maelstrom surrounded by outer space.

“Oh, Tartatus…” Mare Do Well muttered, pausing as she took in her new sights and landing on one of the scattered pieces of solid ground. Decepto laughed maniacally as he suddenly grew much, much, much larger, to the point Mare Do Well was practically an insect compared to him in size. “What will you do now, puny little hero?” The giant asked in a booming voice that would have made Princess Luna’s Royal Canterlot Voice sound like a meek whisper as he sent several asteroids her way that she managed to dodge, and seconds later the giant’s horn fired a bolt of lightning at her.

Mare Do Well rolled out of the way on the tiny piece of land she now drifted on and spread her wings, flying to a floating chair, then to a chunk of wall, avoiding a blast of lightning that shattered it apart. His giant eye glowed, seeking her out like a searchlight.

“You can run, but you can’t hide!” He taunted, swinging his gigantic hoof at the wall she hid behind, sending it flying as she fell to a lower chunk of ground that had once been the stage. “Peek-a-boo!” He declared, his horn glowing again as he fired another lightning bolt which she narrowly avoided, and attempted to fly, only to suddenly feel gravity dramatically increase where she stood. “It’s no use, GIVE UP!” Decepto’s voice taunted. Mare Do Well could hear the voices of her friends.

“Give it up!”

“You were gonna fail sooner or later!”

“Fail!”

“Fail!”

Failfailfailfailfailfailfailfailfailfailfailfailfailfailfailfailfail—

“No. No. NO!” Rainbow cried out. She then remembered something else, something that gave her the resolve she’d been looking for…

We all have our destinies, Rainbow Dash. Even you. While I cannot say what it is, I believe as you grow and learn, you will find yourself coming ever closer to your true purpose in life. But you must never give up, not on yourself and least of all on those you love. That sense of loyalty has always been your finest quality and I hope that you will never lose it, no matter how dark the situation may seem.

~Signed Princess Celestia

“This isn’t real, this isn’t real…” She told herself, the gravity crushing her against the drifting piece of land and suddenly, for a brief second, Decepto’s eye became a hypnoswirl, and everything faded, revealing he had pinned her down in an otherwise normal stage auditorium, then the nightmarish illusion reappeared. This time, however, Rainbow Dash grinned under the mask and closed her eyes, swinging her hoof as hard as she could.

With a loud crack, her hoof impacted something, and the illusions flickered and vanished, revealing them back in the playhouse auditorium on the stage. Decepto was stumbling backwards, his hoof to his eye which now had a jagged crack in it. Quickly getting up, the costumed pegasus lunged forward with another swing of her hoof, striking him hard enough to shatter the helmet. “Show’s over, Decepto!” grabbing him with her forehooves, Mare Do Well lifted the unicorn off the ground and with a spin, flung him into the screen displaying the hypnoswirl, and the illusionist tore through it and crashed into the wall behind it, causing the screen and several other pieces of debris to fall on top of him as he fell to the floor, unconscious.

Taking a few breaths, and smirking in satisfaction, Rainbow looked around for any sign of Twilight or Trixie, a search quickly concluded when she heard shouting from under the stage.

“Is anypony up there?” Trixie’s voice pleaded. Pushing the door open with her hoof, Mare Do Well dropped under the stage and found the captive unicorns.

“R—Mare Do Well! You came!” Twilight said, nearly falling over from being bound up.

“Of course I did. I wouldn’t let anypony be left hanging. No matter who they are.” She said, giving a glance over to Trixie. Going behind Twilight and sliding up the mask slightly, she bit the ropes loose so Twilight could get free. “Not bad, huh?” She asked with a smirk as she slid the mask back into place.

“He didn’t give you too much trouble did he?” Twilight asked.

“Eh, nothing the Mysterious Mare Do Well can’t handle.” The costumed pegasus said. “We’d better get him tied up so the police can deal with him.”

“If it’s not too much trouble, the Grateful and Patient Trixie would appreciate being freed as well!” The blue unicorn said nearby, prompting Twilight to rush over and free her.

“It’s alright now. Decepto’s out for the count, I’ll get you to the authorities.” Mare Do Well said, leading them back up to the stage.

“Where is he?” Trixie asked.

“He’s…” Mare Do Well froze, where the costumed unicorn had been was now empty. “Great…”

“He was always good at fooling his audience, Trixie will credit him for that.” Trixie remarked.

Once outside, Mare Do Well flew ahead, making sure the unicorns were safe as she led them to the police station, pausing once they got to the entrance. “Well, you two should probably give your report and all. I’m gonna leave now. Stay safe, you two!” With that, she flew off into the night.

~

“So the authorities still haven’t found Decepto, but I doubt he’s going to be causing any trouble right now. The stage was filled with that smoke of his and once he got exposed his magic got dampened as well. That gives Trixie plenty of time to leave town.” Twilight explained as the two sat at a lunch bar. Rainbow Dash just sighed.

“I know, but I can’t believe he got away. Next time, I see him, I’m gonna make him stick around for a world of pain!” Rainbow said angrily.

“That aside, Rainbow, you did well, you stood up to him, and you saved me and Trixie. I was wrong for doubting you about this whole Mare Do Well thing.” Twilight said with a smile, enjoying her lemonade. “As for me, I don’t know if that’s the sort of thing I want to get mixed up in again.” She said.

“Twi, I dunno if I want to do this by myself. Having you around really made it better, you’ve got brains and a lot of skills and stuff that can be a big help, and… this.” She said, opening her saddlebag and showing the letter from Celestia. “Twi, I’m starting to feel like this is part of me whether I want it or not. Maybe even, I dunno, something I was really meant for.”

Twilight read the letter, smiling from Celestia’s encouraging words that had been written on it, and thoughts of some of her past interactions with her Princess and mentor reminded her of similar things about having a bigger purpose in life then she’d thought as well. “Maybe I can do something. Like help on investigating stuff when you need it, but I’m staying out of the fights, okay?” She asked, getting a cocky smile from her friend.

“Well yeah, fighting crime’s no place for an egghead like you, Twi. Leave that to an awesome pony like me.” Rainbow Dash said with a grin. “But all that aside…” Her expression grew serious and she hugged Twilight. “Thanks, Twi. It means a lot.”

“You’re welcome, just so long as you don’t do anything really stupid I’ll support you however I can.” The unicorn said.

“Um, the Great and Powerful Trixie is not interrupting anything, is she?” A familiar voice asked, causing the two friends to turn and look at their visitor.

“Hey, Trixie. Hope you’re doing well.” Twilight said.

“The Great and Powerful Trixie is well, thank you. And feels safer now thanks to the, she shall admit, remarkable intervention from Mare Do Well. Still, you are fortunate to have been absent from the events, Rainbow Dash.” Trixie replied.

“I’ll manage.” Rainbow replied.

“Anyway, the Great and Powerful Trixie was hoping to find you, Twilight, and your friend, to invite you free of charge to see a second performance due to the last one’s… unfortunate interruption. This one, however, shall be a new tale, one of how Trixie and Celestia’s personal student would have met their end if not for the deeds of a brave superhero pony.” She said. “Please tell me you’ll make it.” She gave her best pout.

“Well, one more night here wouldn’t hurt, would it, Twi?” Rainbow replied. If anything did happen, she’d be here to watch over the showmare.

Twilight gave a shrug. “No, I suppose not.”

~

The unmasked Decepto growled in anger as he moved through the alleys as the sky grew dark again. His magic had finally returned but his hideout and most of his things were unavailable and therefore he could not gear up again for the time being. “Trixie… she’s not worth it anymore. Make no mistake, Mare Do Well, you haven’t seen the last of me.”

As he took a few steps back, he bumped into a dark brown earth pony with sunglasses and a hat. “Decepto, correct?” He asked. Immediately the costumed unicorn hoofed him in the face. As the pony fell over, a letter fell out from his hat when it fell from his head. Curious, Decepto’s horn glowed and floated it up to him, opening the envelope and reading its contents.

Decepto, I’m sorry to hear of your failure to defeat Mare Do Well, but your cunning and talent proved capable of impressing me, nonetheless. Keep a low profile and continue to prove your worth and eventually, we shall meet to deal with this mutual foe.

Signed

Big Shot

Author's Note

And another chapter done! Hope everyone enjoyed it! This was a particularly fun villain to write, I admit, homaging some of my favorite mind-manipulating supervillains.

I'm not sure when I'll have another chapter up, I've been a tad busy and will need time to plan it out. Stay tuned readers!

Villain Profile:

Cooldown

Dear Princess Celestia,

I thought the more I embraced this new part of my life as Mare Do Well, it’d get easier on me, but I’ve found in some ways, it’s only gotten harder. I can only wonder how much my other friends will understand if they knew the truth, this secret I’ve not only been keeping, but make Twilight keep as well. Is that loyalty? Loyalty to who? To me? To them for their own good? To the ponies I do my best to help whenever I put this costume on?

I also wonder what I’ll end up losing, and who, along this path I’m on now. I’m scared if I tell my friends, they’ll no longer trust me, or worse, an enemy I make can use them against me, especially if they make the connection to who’s under the mask. I’d never live with myself if any of them lost their lives because of that…

I can barely sleep without thinking about that anymore.

Your faithful subject,

Rainbow Dash

~

Mare Do Well pursued the robbers as fast as she could, somehow despite her superior flying she couldn’t keep up with them as they seemed to just vanish into the Everfree forest. Noises were all around her but she paid them no heed, she had to catch these ponies no matter what and show them robbing Ponyville bank was a huge mistake.

She found herself at a clearing, the violent storms that often were found around the forest swirled about above the costumed pegasus. Landing on the ground, she noticed she was surrounded headstones, and they had names upon them.

Applejack.

“What…” Mare Do Well muttered in shock, backing into another one.

Rarity.

“This… this isn’t possible!” She stammered, before noticing another.

Pinkie Pie.

And another…

Fluttershy.

Spike.

Spitfire.

Scootaloo.

Twilight Sparkle.

The headstones all seemed closer now, surrounding her like a vengeful mob.

“No… no… no… you can’t all be gone…” The costumed pegasus pleaded, throwing her hat and mask off, revealing Rainbow Dash’s heartbroken expression as she hugged the one marked with Scootaloo’s name. Then lightning flashed, and she saw them…

Shockwave. Decepto. Gametime.

“YOU DID THIS!” Rainbow shouted furiously, charging at them, only to go right through the phantoms of her recent adversaries.

“Did we?” Another voice asked, this one a familiar, husky female one. Rainbow turned around, and there stood Gilda, wearing her Razorbeak costume minus the mask.

“Gilda…” Rainbow said, a mix of hurt and anger in her voice, the griffon just sneered at her.

“Come on, Dash, we both know this is your fault.” Furiously Rainbow swung her hoof at the griffoness, who easily caught it with her claw and leaned in her face as she pinned her down on the ground, the rain starting to fall around them as the other three villains stood watching, along with several others like King Slinger, some thugs and robbers, Razorbeak’s former lackey Leo, and changelings. “This is what loyalty and being a hero gets you, Dash. Enemies and dead friends!” She asked, inches from the pegasus’ face. “The lame ponies you chose over me…” She said, raising her claw up to strike her.

“…Leave me alone…” Rainbow sobbed as the words got to her, breaking through every cocky or tough defense barrier she’d erected around that deeply-rooted, fragile part of her mind she’d spent her life building a reputation to repress.

“Oh no, Dash. So long as you wonder how you could have done things differently with me, I’ll always be here to remind you of those lame choices you made…” The griffoness threatened. “How’s THAT for loyalty?” She said with a cruel laugh, and as she prepared to bring her armored talons down on the pegasus, Rainbow noticed a vaguely familiar silhouette suddenly appear behind the griffoness, with a flowing blue mane resembling the night sky, and the mystery mare’s eyes flashed white.

Rainbow sat up, screaming and startling Tank from his bed. Taking a few deep breaths, the pegasus attempted to stop hyperventilating and her eyes felt moist. Had she cried in her sleep? Falling backwards, the cyan mare stared at the ceiling. “What’s wrong with me? Why can’t I sleep good as much as I used to? Luna, please help me…” she muttered, glancing out the window at the moon. Whether it was an identity crisis she felt on the verge of overcoming or the fear of putting those she cared for in danger, Rainbow Dash had found her moments of sleep to be frequently be less peaceful then they used to be. She’d wondered once if quitting this whole hero thing would end it, but immediately realized it’d only make her feel worse. Whether she wanted it or not, she and Mare Do Well were truly one and the same now. Her train of thought was interrupted when she felt a nudge, and saw Tank floating beside her, a worried look on his face.

“Oh, Tank…” The pegasus put her forelegs around him and hugged the tortoise. “It all seemed so cool, then, didn’t it?” She asked him. “Me being a superhero, helping ponies and not letting the fame get to me. Then the stuff with Gilda… and now more crazies in costumes popping up to cause trouble, and somepony I know almost nothing about who wants Mare Do Well’s head on a plate. But ponies need Mare Do Well, I’m never gonna quit.” She sighed. For once, she felt far less like her normally proud and cocky self. “But… I don’t know what to do.” She didn’t even know if she could tell Twilight, she didn’t want to worry her friend.

~

“Dr. Nimbus, our progress with the windigo essence that has been contained is remarkable!” A mint-colored pegasus mare with a snowflake cutie mark in a labcoat said proudly, brushing back her sharply-cut, chin-length blue mane with her hoof and revealing a light blush on her face.

“Very true, Snow Angel. Your research has been yielding some amazing results, perhaps we’ll be able to incorporate it into our Hearth’s Warming blizzards that signify the winter more easily.” The beige pegasus stallion in a similar labcoat next to her said with a smirk. “I’m very proud of you. Ever since you transferred over, I think we’ve come closer to revolutionizing winter weather management.”

“Thank you, sir.” Snow Angel said with a shy smile. Manehattan Academy was doing a lot for her, a young weather scientist. The project she’d been working on had filled her with so much excitement, and she couldn’t wait to finally finish it and show it to the world. She always did love the winter, anyway. Snow was beautiful to look at and fun to play in, it always gave her mixed feelings come Winter Roundup as a result, though spending time with her little sister in Ponyville when it happened made things a little easier.

“Well, I’m going to go relay the news to the rest of the team. You wrap things up here and I’m sure we’re close to a presentation!” Dr. Nimbus said, giving the mare a nudge and leaving.

“Of course!” Snow Angel answered, adjusting her glasses and turning her attention to the swirling white, frosty mist within the large glass tube. Every so often she could see it change form, take shape into snow or ice, and break into mist again, moving in a spinning fashion much like the legendary ice entities in the tale of Equestria’s founding. How odd it was to find it… beautiful. Instinctively, she pressed her hoof against the glass, and the frosty wind seemed to move towards it for a second, bursting in white snow, startling the mare enough to make her stumble backwards into the control panel she was attending to in order to regulate the sample. Looking back, she realized what she’d bumped into, and she heard a hissing sound, the glass beginning to crack. Panicking, she spread her wings to fly for the door, but as she moved, the tube burst and the frigid cold filled the room, chilling her despite being a pegasus. It was unlike anything she’d ever felt before, her blue eyes looking over at the controls as things began to freeze over, and the magic gem that had powered it suddenly burst, emitting a wave of magic over her as the ice began to close around her like a frigid cocoon.

She didn’t know how long she was there, but she was awoken by pounding sounds, and oddly, she didn’t feel cold anymore.

“Snow! You awake? Hold on!” Dr. Nimbus shouted, a team of ponies in warm coats working to break away the ice. As she struggled to move, Snow Angel felt the ice suddenly burst off of her, standing herself up and breathing rapidly, she then saw the doctor staring at her in horror.

“Snow Angel… what… happened to you?” He stammered.

“What do you… mean?” She asked frantically, seeing fog come from her breath and realizing how she didn’t feel cold at all, despite the others shivering. She approached, and saw ice build up around her, creeping towards the other ponies till it held them in place.

“The experiment… it did something to you.” The doctor said.

“WHAT HAPPENED?!” She cried out, more frantic and suddenly a gust of icy wind swirled around her, encasing the other ponies save the doctor completely in ice. Realizing what she did, and seeing the doctor’s face, she looked around desperately for a reflective surface, and galloped over to the glass tube, hearing the crackling sound of ice forming around where she’d ran, and it slowly formed around the tube, till it became almost like a mirror.

“Celestia WHAT HAPPENED TO ME?!” Snow Angel cried out when she saw her reflection. Her coat was now completely white instead of its original mint color, and her mane and tail were now a light blue with only faint streaks of its former color. The irises of her eyes were noticeably brighter, to the point they were almost glowing. Jagged, light blue marks were around her legs, and she noticed they seemed to shine like ice. And her wings… the limb itself seemed to have become coated in a sharp crystalline armor resembling ice as well, her white feathers glistened as though they were lightly dusted with snow. “This can’t be real, this can’t be real…” She cried out, collapsing to her haunches and she let out a scream, bringing another ferocious gust of frigid sub-zero wind erupting from her, engulfing the terrified doctor and rendering him frozen in his horrified expression.

“Oh no… Dr. Nimbus!” the white pegasus ran over, throwing her forelegs around his frozen form and embracing it. “I’m so sorry!” Her eyes widened as she felt her mentor crumble apart. The alarms were already going off now. “Have to get out of here… have to get out of here…” She spread her wings and instinctively flew as fast as she could, leaving a trail of snow and ice in her path as she broke through the first window she could find and escaped into the night.

~

“Well, Twi, I gotta say, that one takes the cake on weird.” Rainbow said the following day, eyeing the Manehattan Times that Twilight floated before her. “Freak accidents with weather study?”

“Do you know any of them?” Twilight asked.

“I’ve heard about Dr. Nimbus, he’s a pretty respected weather researcher. My dad knew him mostly, though. So it says they were studying traces from a windigo’s magic residue. So you think it somehow got stronger and broke out?” Rainbow asked.

“Well, that seems logical, but it doesn’t explain where the new scientist there, Snow Angel, disappeared to. There’s reports the windigo escaped and was heading south.” Twilight explained.

“Isn’t that, like, towards Ponyville?” Rainbow asked, raising an eyebrow.

“Possibly, yes. Baltimare didn’t get any random snowstorms, and it being the last day of spring, well, I think they’d notice if an odd one came in.” Twilight replied. “But Ponyville has a good sense of harmony in it and doesn’t really have any major conflicts among its townsponies, a wendigo isn’t going to get a lot of negative energy here.”

“Well if it does come by, we’ll have to find some way to deal with it what with Celestia being away on that visit to the Griffon Empire.” Rainbow answered.

“They can’t be fought directly, Rainbow. They feed on aggression. Remember the play we were in?” Twilight said.

“Right… I guess after what I’ve had to deal with lately I can’t complain about a boring way to handle something coming through.” Rainbow replied. “We should probably let the Mayor know, though and get the town ready.”

~

“So hot… so hot…” Snow Angel said, cowering in a cave she’d had to camp in when the sun rose up. Luna had been pulling a double shift due to Celestia’s absence for a few days and unfortunately the days were anything but overcast. The heat was too much, she couldn’t stand it, there had to be something she could do. After a moment, the pegasus looked around at her surroundings and closed her eyes, focusing and another mighty gust of icy air filled the cave, covering its insides in snow and ice. Scraping her hoof bitterly on the icy floor, Snow Angel stared off at the entrance. “Is this what I have to deal with now? For the rest of my life?” She asked herself. Even the Princesses only had but so much knowledge on wendigos or the magical power associated with them as they were before their time and now only surfaced in small ways and in certain places. The academy had been lucky to acquire the sample it did. “Lucky… for them.” She muttered. Look what it did to her. She looked at one of the walls, and ice crept around it, smoothing out and forming a mirror like before and got up to approach it. She looked so different, nothing like the shy but dedicated scientist she’d been. She symbolized the winter in every way a pony could with her new appearance. The beautiful winter she had loved so much.

A small smile crept onto her face. The more she looked at what she’d become, the more she found herself liking it. Brushing back her short mane, Snow Angel grinned as doing so released a small icy mist. Surrounded by cold, she felt stronger now; not like she’d been when she was caught in the hot sun. “Who needs the science. I’m walking proof that I’m a genius!” She said, focusing on the mirror and jagged spires formed around it and she turned to approach the entrance, only to recoil from the spring heat. “Why should I let this keep me trapped here when I can bring the winter wherever I wish?” She mused, knowing where she wanted to go. The gusts around her grew stronger as she emerged from the cave, eyeing the few clouds present, and they slowly began to grow larger and thicker.

~

“Alright, I trust everypony is ready for this. Find shelter right away, the weather team meanwhile will be active to clean up as best they can. It’s important, however, that no fear or conflict happens, we have to keep things as orderly as possible.” Twilight explained. “If we are in fact dealing with a windigo, then the blizzard will only get worse if there’s panic.” The other ponies did still seem rather uneasy, but complied all the same. With Celestia away, they were mostly on their own. She had gotten Spike to send word to Luna, but given her own history she was still coping with and already having her hooves full with handling her sister’s responsibilities until she got back, Twilight was unsure if the younger Princess would be of any use against a creature that fed off negative emotions.

“Well, I’m ready to handle this blizzard whenever it gets here.” Rainbow said, jabbing her hoof at the air.”

“Just please have the team find shelter if things get ugly.” Twilight answered. “Applejack’s already got Applebloom and her friends at the cellar on the farm, Fluttershy’s getting the animals to their emergency habitats, Pinkie Pie’s helping the Cakes close down for the day, and Rarity will be with her family.”

“Okay, just have Tank at your place till I come over.” Rainbow said, her tortoise floating over beside her and giving her a concerned look. “Take it easy little buddy. I promise I’ll come back no matter what.” She said patting him on the head.

“Well, everypony here heard her, we should all get ready now.” The Mayor said, but as soon as the words left her mouth, the temporatures drastically dropped. Everypony looked over to the northeast and could see massive, swirling thick clouds rapidly approaching. “Oh my…” She said in disbelief, all attention now on the storm. Gusts of icy winds blew about, snow falling at a quick pace and blanketing the trees and buildings.

“Alright, team, let’s go—“ Rainbow started, spreading her wings and the other pegasi present did the same, when they paused on their tracks when they saw a figure standing atop the clouds. It didn’t look like a wendigo at all, and as the clouds drew closer Rainbow could see the figure was completely white and had a shredded labcoat, with a distinctly pegasus appearance. “What the…” She mouthed as the white pegasus let out a laugh and jumped off the cloud, flying down to the stage, waves of snow trailing behind her as she touched down, the floor around her becoming coated in frost.

“Hello, ponies. I’ve come to inform you winter’s coming early this year to Ponyville.” The white mare said, her eyes briefly flashing blue as the ice around her began to spread, causing Twilight, the Mayor, and Rainbow Dash to back away.

“What do you want?” The mayor asked, causing the icy pegasus to turn towards her.

“What do I want? I want to make this town appreciate the nature of the winter. I’ve never been a true fan of wrap-up, even with family, it meant goodbye to the most beautiful season of the year.” She answered. “I’ve studied ways to make better winters, I used to be happy with its role, and accepted how long it lasted so I could look forward to it again the next year, but I’ve gone through a few changes… in more ways then one!” She said, a crazed smile spread on her face as a gust of icy wind blew at the mayor, Rainbow Dash flew over and moved her out of the way, her teeth chattering.

WOW that was cold! she thought to herself, even her natural resilience did her little good.

“The project in Manehattan?” Twilight asked.

“Bingo.” The white pegasus answered. “You can call me Frostmare.”

“Well, Frostmare, I’m not about to let you turn Ponyville into a popsicle!” Rainbow snapped, getting into a fighting stance but the instant she did, Frostmare did the same, and swirling blue cryogenic waves spun around her then flew straight at Rainbow Dash, encasing her completely in ice. Tank flew atop her, worried for his owner while the other ponies began panicking and fled.

“Run all you want, soon you’ll come to appreciate this growing winter wonderland.” Frostmare said to the crowds as she let out a loud, triumphant laugh, As she did, the gusts of frigid air began to grow again, and Twilight, rushing over to her frozen friend and tortoise, her horn began to glow, and all three vanished.

~

“That should do it.” Twilight said, her horn finally fading and Spike looking ready to pass out.

“Twi, for all the fire I just used, you so owe me for this.” The young dragon answered, coughing and only smoke came out. “You alright, Rainbow?”

“Alright enough to make sure this Frostmare is going down!” Rainbow said angrily, then let out a loud sneeze. “Awwww Tartarus…” She muttered, sniffing. “Where did she even come from? She’s a pegasus but nopony has powers like that, not even the princesses.”

“She’s no windigo either.” Twilight said. “Wait… Spike get me the Manehattan Times from today.” She ordered, the young dragon immediately sprinted over to a desk upstairs and grabbed it, running back with it.

“Just as I thought. I read the reports earlier, the one pony that was not accounted for when the authorities got there, that weather researcher named Snow Angel.” She turned it to face Rainbow, showing the picture.

“Lose the goofy glasses and change the colors, that does look like Frostmare.” Rainbow remarked. “Wait, I think I’ve remember her back in High School. Seemed like a bit of an egghead so I never really got to know her, but I remember she was pretty big with weather study, always loved the winter like she said there...” The pegasus explained as the few memories she had of Snow Angel came to her. “I think I’ve seen her around town every now and then but never sticks around, just kinda shows up for a day or so and I never really thought about it, I mean we may have gone to the same school but we didn't really know one-another. But that doesn’t answer how she got these crazy powers or looks like that now.”

“The experiment going on in Manehattan involved studying windigo essence. They reported an explosion, she may have gotten caught in it.” Twilight replied. “Instead of dying she somehow combined with it. Pegasi manipulate weather, windigos create cold weather, it turned her into something completely new!”

“Well you can nerd out about it later because whatever happened to her’s also made her completely crazy!” Rainbow answered. “The weather team’s still out there and we gotta get them clearing up that blizzard.”

“Right… Spike, can you send letters to the weather team? I have a list upstairs.” Twilight asked.

“Will do!” Spike said, grabbing a quill to write with and a gem to munch on and disappearing upstairs again.

“Alright, Twi, let me have the costume back. I hope you got it fixed after that fight with See-Saw two days ago.” Rainbow said. Twilight had just about fainted when she saw what it had suffered at the hooves of a costumed unicorn who liked buzzsaw blades a little too much.

“Rainbow, you’re not equipped to handle somepony with power like hers and you’ve got a cold now.” Twilight said, floating out the Mare Do Well costume that had taken her a night to fix with a mending spell. “Let me use the costume I’ll go in your place and try to stop her.”

“I was FROZEN today! I’m not letting her get away with that.” Rainbow answered angrily. “Besides, I promised myself I’d be Mare Do Well and protect ponies as her, no matter wha--… a…a…ACHOO!” Rainbow growled in annoyance as a sneeze ruined her moment but quickly swiped the costume and started putting it on. “Look, Twi, you’re not a pegasus, you’ll barely last against weather that cold, even with the costume on. Let alone be able to do much in that kind of weather.” She explained, straightening the cape out as she fastened it on.

“Is that so?” Rarity’s voice said from behind the cyan pegasus, causing her and Twilight to turn and see that Rarity, Applejack, Pinkie Pie, and Fluttershy were all there.

“Rarity?” Spike called out, running downstairs, as if the conversation from before had meant little to him and the sound of his crush’s voice was all it took to bring him down to see her.

Twilight looked a little sheepish, and soon, so did Rainbow Dash.

“Guess I have a lot to explain, huh?” The pegasus asked.

~

Flying around a tree a few times, Frostmare coated it in ice, and stood back to admire the light glistening off it, then glided about town, ice forming around her hooves and giving her the ability to skate about on the frozen ground. Stopping at the lake, her eyes flashed blue and cold winds blew around it, freezing it over. Icicle spires grew from the ground around it, and snow gently fell again. “Perfect.” She said, taking to the air and flying off to her destination.

Before long, she came to a small cottage, and called in. “Misty Cloud?”

The window opened, and a young, light blue pegasus filly poked her head out. “Who…? Snow?” She asked, barely recognizing her.

“Yeah, it’s me, sis. Came to visit.”

“What happened to you?” Misty asked, looking her older sister over.

“A lot.” She said, landing in the room, the floor around where she stood frosting over. She noticed the discomfort her younger sister seemed to have. “I was working on a project in Manehattan, I planned to see you once we were done. Something happened, there was an explosion and I blacked out… when I woke up, I looked like this.” She said, gesturing to herself, and cold air briefly swirled around her. “We’ve always loved winter, Misty, and now I can give us winter whenever we want, why wait three long boring seasons to finally get it? Come on out and see what I did!” She said, gesturing to the window next. The filly walked over and flew just outside the window, the icy pegasus following her and then leading her to the frozen lake. Misty saw frozen-over lands spanning as far as she could see, places were covered in snow and ice, few animals were out, no ponies anywhere.

“Did… you make that blizzard they were talking about?” She asked.

“Yes I did. I had to so I could turn it into winter here.” Frostmare answered.

“But sis, look! The animals aren’t doing well at all! Everypony’s scared now!” She protested.

“They’ll get over it. They never had a problem with cold weather before.” Frostmare answered.

“But this is different!” Misty said, descending to the ground.

“It’s better.” Frostmare said sternly. “Why waste so much time with a factory and loads of work making winter when I can make it in seconds? No winter’s ever been this beautiful!”

“For you, maybe.” Misty said. “You’re not even acting like my sister anymore!” She began to back away, then shuddered when her older sister’s eyes flashed blue, and she felt ice forming around her hooves, stopping her in her tracks. “Snow Angel… please…” She said, her eyes beginning to tear up.

“You listen to me, Misty…” Frostmare hissed, tranquil fury rising in her. “I was scared when I saw what happened to me. I’m trying to cope with this as best I can by appreciating what I can do now. For myself and for you. How can you think to not show the least bit of gratitude for trying to share what I can do with you?”.

“Mom’s not even home yet… did she get caught in all this…?” Misty asked, now starting to cry as the ice continued to spread around her legs. Suddenly it stopped, and Frostmare looked at her with a pained and guilt-ridden expression.

“Misty, please… don’t cry… I’m sorry, I didn’t mean to… I-I don’t know what… came over me back there… please, you know I wouldn’t hurt you…” She said, approaching her cowering sister and putting her forelegs around her, embracing the filly. “Please, I’m sorry. I’ll fix this, I'll—“ She paused as she heard the creaking sounds of ice forming, and let go of her sister, noticing that the filly was now completely frozen. “Oh no… no, no, no, no, Misty!” She cried out, breaking into tears that froze the moment they left her eyes and fell into the snow around her.

Hearing something, Frostmare glanced up, noticing now that several pegasi were up in the air, flying around the clouds she’d created and beginning to break them apart. “No… you’re not taking this away!” She said angrily, letting out a furious scream as frozen tears still fell from her eyes. As the scream left her, powerful gusts of frigid wind spun around her, surging up to the sky and blowing all over the place, causing the pegasi to lose control and fall to the ground. The angry white pegasus approached them, jagged spires of ice erupting from the ground around and behind her. “Come to ruin my work, now? I got a better idea, come be a PART OF IT!” She asked, her eyes flashed blue and before the weatherponies could answer, their shocked expressions were soon frozen within icy prisons. Gazing back at her frozen sister for a second, Frostmare’s eyes narrowed. “I’ll show you all. I’ll show you all the beauty and power of the winter!” She declared, the winds picking up and the ice of the lake suddenly shaping and reforming into a tall throne.

~

“Ah was getting’ mighty suspicious when I saw ya weren’t exactly around as much, and ya seemed even more prone to nappin’ then usual, not to mention the stuff Braeburn was goin’ on about with that King Slinger feller, but WHEN exactly were ya plannin’ on tellin’ us?” Applejack asked.

“Look, I didn’t want you getting worried about me.” Rainbow said, looking down.

“Rainbow, you kept this from us for so long.” Fluttershy said, approaching. “I mean, maybe it wasn’t our business what you do with your freetime but it still hurts.”

“I dunno, I think it’s kinda cool to have a superhero for a friend!” Pinkie Pie said, causing the others to give her a look. “Hey, Rainbow’s feeling bad enough, we oughta make her not feel [i[too cornered!” She said with a shrug. Truthfully, the pink party pony was a little hurt too, and this new discovery made her feel bad she didn’t figure it out sooner and wonder how many times Rainbow had put herself in danger, but still, she was sure Rainbow had her reasons. “I mean you got to have been saving a lot of ponies who needed help, right?” She asked with a big smile, trying her best to keep the mood lightened.

“Yeah, I have, Pinkie. When I first got back into it, I saved Vinyl Scratch from a crazy pony who used this suit that created sound blasts.”

“Ooh, you mean DJ PON-3? I bet she really appreciated that!” Pinkie said, making a mental note to check up on her next time the deejay was back in ponyville.

“Yeah, and then there was the time Trixie got attacked by some bitter ex-assistant of hers.”

“Well, that’s hardly surprising.” Rarity commented. “I get she’s reformed, but the behavior she had before was simply unacceptable I’d imagine she’d make enemies along the way.” She said with a slight eyeroll.

“Well, even still, if you saw her after she was saved…” Rainbow said, sitting on her haunches. “This isn’t a glory thing. I’m just, look, after Cloudsdale, and especially after saving Vinyl got me back into things, I’ve been scared of somepony getting hurt and me not being there for them. I don't want somepony getting hurt or killed when I coulda been there to stop it.” She said, though she worried how it’d affect her wonderbolt training now.

“Well that’s mighty noble of ya, Dash. But still, the problem was ya hidin’ it from us like ya assumed we wouldn't get it.” Applejack explained.

“Aw, don’t you remember the first thing about superheroes, Applejack?” Pinkie Pie asked. “Superheroes NEVER reveal their identity to anypony if they can help it! I mean Twilight gets all the newspapers so I guess it was only a matter of time before she figured it out but superheroes gotta keep their identities secret so nopony they care about gets hurt by their enemies because if their enemies find out who they are or find out someone they care about knows who they are they’ll come after them to find out or get revenge through the ponies they care about and some of them get kidnapped or dropped off a bridge!”

The other five ponies and dragon all stared at her.

“Really, Pinkie, how do ya say all that in one sentence without breathing?” Applejack asked, unable to hide her amusement. “But point made an’ all. Rainbow Dash, if you really think this is something you’re meant for, an’ those stay your reasons, ah guess... ya got my support on this."

“I disagree.” Rarity said, approaching, and then proceeded to tap the belt on the Mare Do Well costume that had been recently added. “Not with THAT bulky, garish belt. Look, we can discuss the rest of this later but you see me after and I’ll fashion you up a better-looking one. I did design this costume, I feel it’s my responsibility to know what further accessories that get added should look like.”

“Oh, right. Rainbow, you probably should go deal with Frostmare. Before we got here, some ducks had found me, said she was on her way towards the lake… you might find her there if she hasn’t moved on.” Fluttershy said, hanging her head in embarrassment at the realization this argument had been a distraction. “Don’t worry, we won’t keep you here any longer.”

“Good, because I feel like kicking some frozen fla-… a…ank.” Rainbow said holding back a sneeze as she slid the mask and hat on, only for it to come back immediately after.

“Ew…” Spike remarked. “That’s kinda gross.”

Growling at the newly-acquired wetness inside her mask, Rainbow slid off the hat and mask, wiped off the latter on her sleeve, and slid both back on and departed. As Twilight watched her leave, the others noticed a look of worry come over her face.

~

“Misty… what have I done… what have I done…” Frostmare said, pacing in front of her icy throne and grimacing as every time she touched her frozen sister, who’d now become little more then pony-shaped ice that with every touch only grew thicker. “Everything I care about is gone… nothing left…” She muttered, sitting on her haunches, her wings flaring out and brief gusts of snowy wind surrounded her. She looked over at the frozen weatherponies, they’d tried to ruin this. Thanks to that accident, she had so little left, the joys that could have come with this felt so meager now, if they even existed anymore. She let out a bitter laugh, icy spires forming around her. “Why stop now, with just Ponyville… let Equestria see what happened to me and know what it cost me! I’ll turn this entire kingdom into a frozen wasteland before Celestia returns! Nopony would dare challenge me!”

Mare Do Well saw her opportunity, and swooped down for the attack. Unfortunately, the icy pegasus noticed the movement in the reflective ice and turned, summoning an ice barrier in front of her from the lake’s frozen surface, causing the superheroine to crash and fall to the snowy ground.

“Hm, interesting. Guess no city’s immune to you.” Frostmare said, getting up and glaring at the costumed pegasus. “Come to stop me? You should do yourself a favor and fly away as far as you can, while you can.”

“Sorry, Frostmare. Can’t do that. You can either set these ponies free, take your storm, and leave Ponyville for good, or I’ll send you out on a trip to Alkatrot!” Mare Do Well answered.

“Afraid not. This is my town now, and nopony, not you or even the Princesses will take it away from me!” She said, sneering. “And if you won’t leave, I’ll add you to my collection.” She added, gesturing to the frozen weatherponies.

Okay, definitely right that this pony’s not the least bit rational anymore. Rainbow thought to herself. “Try it.” She said, taking fighting stance.

Immediately Frostmane flew into the air and her eyes briefly flashed blue, and the ice barrier shattered into numerous ice shards that spun around her, and several of them flew at Mare Do Well like projectiles. The costumed pegasus rolled out of the way of the first few, then took to the air, doing loops, flips, and turns in the air to avoid the rest, finally getting in close enough to strike Frostmare with her hoof, causing her to somersault backwards in the air.

Righting herself and rubbing her face, Frostmare thrust her wings forward and ice shards flew from them. Mare Do Well flung a pair of flash bombs from her belt and they exploded upon getting hit by the shards, briefly blinding Frostmare and allowing the costumed pegasus to fly forward and attack her again. The two traded several blows, till Mare Do Well finally pinned Frostmare against her throne.

“I’m sorry about what happened to you, Snow Angel, but you’re really going about this the wrong way.” Mare Do Well said firmly.

“Oh really?” Frostmare said with a grin, “Then what would you suggest? Hiding in a cave till the weather gets cold enough I can leave it? Take up exile in the Northlands? I think I’m handling this as reasonably as I can!” She declared, sweeping her hoof across Mare Do Well’s left wing, grazing it, but in the process a layer of frost formed over it, then rose her legs up and kicked the costumed pegasus off her.

Crashing into a chunk of ice, Mare Do Well stood herself up just in time to see icy winds gathering around Frostmare again. “SO tense, Mare Do Well, what say you cool off?” She shouted, and the cold winds weaved together into a beam of cryogenic energy that flew straight at the costumed pegasus. Mare Do Well jumped out of the way just in time, the blast of cold promptly hit the ice chunk, thickening it dramatically. Mare Do Well heard a scream and saw the look of complete horror came over Frostmare’s face.

“MISTY!” She cried out, flying down and approaching the thick, icy tomb that contained her frozen sister. “Little sis… oh no…” She nuzzleed it helplessly, sniffling as she slowly embraced it. Rainbow was speechless and backed away instinctively. Did she say little sis? Realization came over her that Frostmare had obviously come here to reunite with family as well, and must have accidentally frozen her sister earlier by accident… and now had ensured she’d never survive.

“Look what you made me do!” Frostmare shouted furiously, her eyes now glowing a bright blue, her tone completely livid now. ”I’ll kill you for making me do that to my sister!” Letting out a loud, furious scream, the clouds above began to spin violently, frigid gales swirled around her, picking up snow and ice and forming a cyclone. With a ferocious growl, Frostmare thrust her hooves forward and the cyclone came right at the costumed pegasus, who immediately took to the air to try to avoid it, only to fall over clumsily as Frostmare’s power had now rendered the wing she’d grazed earlier completely frozen. The icy pegasus let out a bitter, cruel laugh as ice slowly began to form around Mare Do Well. “The winter is both beautiful and cruel, Mare Do Well! I want to hear you scream as your blood freezes over!” As the intensity of her frigid winds increased, however, she was suddenly zapped by a bolt of magic, knocking her over and causing the winds to instantly dissipate. Both pegasi turned and there stood Twilight Sparkle, scarf around her neck and face and saddlebag over her back.

“Twilight! What are you doing here?!” Mare Do Well cried out.

“Saving your flank, hero.” Twilight said, her horn glowing and the ice that had covered the costumed pegasus’ wing instantly shattered off, and in seconds, Rainbow felt her wing feel warm and thawed.

“I remember you… Celestia’s little gofer, along with the Mysterious Mare Do Well… you’ll both make lovely additions to my ice collection!” Frostmare stated. Twilight began to charge her magic, only to suddenly feel ice form around her legs and slowly creep up her body. Twilight then looked down in worry, and focused her magic on melting the ice around her. Gritting her teeth angrily, Frostmare’s eyes glowed and ice suddenly coated Twilight’s horn, causing her magic to fizzle and cry out in pain from a brief headache that came as a result.

“For costing me my sister, Mare Do Well, I’m going to let you watch!” Frostmare gloated with a laugh.

“Mare… Do Well… my… saddlebag… use it… on her…” Twilight said, her words strained from the unbearable cold as it crept up her body. With a nod, Rainbow used all her strength to break free of the ice that held her down and flew straight at Twilight, grabbing her saddlebag off her just before the ice worked its way up to her body, landing next to her and seeing an odd container fall from it. Picking it up with her hooves, Mare Do Well prepared to throw it, but was frozen in her tracks as she noticed Frostmare now had her full attention on her again.

“Well, well, I think I can work with this as well, two famous mares, ready to die together! How appropriate!” Frostmare said, her eyes flashing blue again and her entire throne tore itself out of the lake, and the icy villainess flew up next to it as she hovered over the now exposed lake, the throne reforming into a gigantic icicle she clearly intended to send their way.

Taking a deep breath, Mare Do Well took advantage of Frostmare’s distraction and tore herself free, flinging the container with all her might at the other pegasus. Frostmare raised an eyebrow in confusion and swung her hoof out to swat it aside, but in doing so, caused it to shatter when it impacted, splashing her with its steaming contents. Immediately the white pegasus screamed out in agony as though she’d been drenched in acid, the lifted throne crashing into the lake, shattering the ice atop it as the villainess herself, unable to fly due to the pain she was in, plummeted in after with a great splash, the entire lake freezing solid seconds after.

The clouds began to fade, and the sun began peering through again. Twilight’s horn glowed again, and the lavender unicorn began to thaw herself free again, and noticed her costumed friend staring at her.

“Twi, what the hay was in that container anyway?” Rainbow asked.

“Hot tea. When I decided to go after you, I figured I’d need something to help keep me warm if I needed it. Good thing I brought it along, huh?” The unicorn answered with a small smile. “Then back there I suddenly figured given Frostmare’s power and resistance to cold, her ability to stand heat probably dramatically lessened.”

“Well, good thinking, Twi.” Rainbow said, then looked over at the frozen lake that now served as a temporary prison for the villainous pegasus they’d just defeated. “So what’ll happen to her now?”

“I’ll have Spike send a letter to Luna right away, I’m sure she can get some ponies working on digging her out so they can ship her to Alkatrot.” Twilight answered.

“And what about all this?” The pegasus asked, noticing the clouds breaking apart and snow starting to melt without Frostmare powering it. “I mean we still gotta thaw out the weather team here, but I doubt they’ll be in any shape for cleaning up. Better send word to Cloudsdale for a back-up team.” Mare Do Well explained, only to feel another sneeze come and make its way out. “Then there’s her sister… is there anything we can do for her now?” She asked, looking at the frozen filly.

“I don’t know, Rainbow. I’ll thaw her out and get her to the Ponyville hospital right away. What happened to Frostmare, what will happen to her… we can only hope for the best.” Twilight replied, using her magic to try and melt away the layers of ice around the filly.

~

“Misty’s in a coma, lucky to be alive.” Twilight explained the next day.

“If she weren’t a pegasus, I doubt she would be alive.” Rainbow Dash replied, laying in the guest bed at the library as Rarity used her magic to give her hot soup.

“Be glad she is, Dash.” Applejack said. “Ah for one am, Dr. Stable’s got her under special watch, he’ll do all ‘e can.”

“Luna’s got the royal guard digging into the lake to recover Frostmare. The lake won’t thaw till she’s removed.” Twilight explained, returning to the room after having heard Spike coughing up a scroll. “Once they get her out, she’ll be sent to Alkatrot right away before she can thaw or wake up.”

“Great to know, but the whole Ponyville weather team, including me, has got nasty colds!” Rainbow said bitterly, causing a sneeze that made Rarity immediately back away, almost spilling the soup. “Ugh, if there’s one other thing to hate Frostmare for it’s leaving me stuck in bed till tomorrow!”

“Aw, don’t feel too bad, Dashie!” Pinkie Pie said. “You stopped that meanie snow mare, saved Ponyville, and Cloudsdale’s got the cleanup covered! Learn to take it easy again for once you’ve been such a stressy-mcstresserson being a weatherpony and a superhero the past while!”

“Um… I think what you’ve been doing is really good, Rainbow Dash.” Fluttershy said with a small smile. “If it makes you feel better, I support you.”

“Me too.” Applejack said. “Just… next time ya decide to do somethin’ this extreme with your life, don’t keep it from us, okay? Secrets are never fun to keep from friends an’ ya know how much pressure somethin’ like that can be on Twilight.” She said.

Rarity levitated another spoonful of soup to Rainbow’s mouth. “Well, if you ever feel a need to update anything, do swing by the Carousel and I’ll spruce it up for you.” She said, then narrowed her eyes. “We’ll start with that belt.” She explained. “Don’t ever let me catch you wearing that ugly thing on my design again, you’ll have a better and no doubt more comfortable one no later then tomorrow!” The seamstress explained.

“Thanks, gi…ir… ir…” Rainbow began, another sneeze threatening her muzzle again and finally finding its way out. “Ugh, can’t wait to be rid of this. Those Cloudsdale weatherponies are like flying snails compared to me when it comes to weather cleanup.” She muttered, laying back and staring at the ceiling.

“Better send a letter to Celestia, too, let her know everything’s okay.” Twilight said, then looked at the cyan pegasus as she angrily rubbed her muzzle with a tissue. “Well, almost everything.”

~Alkatrot Island, Manehattan~

The gates of the large, imposing facility slid open as a metal carriage was wheeled through, white fog coming from its corners and sending chills down anypony who got to close to it. As the guards brought it inside, several unicorns arrived, their horns glowing as the carriage split in half, revealing a large block of ice containing a frozen white pegasus who looked as though she were screaming. Carrying it with their magic, they passed several occupied cells, including one where a unicorn stallion sat, listening to music, and a turquoise earth pony playing with a chess game by himself, and eventually reached a long hallway where a renovated solitary chamber awaited. Opening the large, vaultlike door, they floated the ice block in, and closed the door shut behind them.

Seconds after they left, cracks began to form around the ice block, spreading and joining, till finally it shattered apart, its former occupant screaming for a moment then landing on the floor, collapsing as she took several breaths. Frost soon began to gather around where she lay, coating the walls around her and the pegasus took in her surroundings, realizing she was now in a prison cell. Getting up and pacing, Frostmare glared at the tiny, reinforced glass window on the door. “You won’t keep me in here. Winter always returns, and when it does, nothing prevents it…” She said bitterly. Her train of thought was interrupted, though, when she suddenly heard the sound of a panel likely used for serving meals slide open, finding a letter within. Opening it, she read the contents.

I’ve heard about your loss, you are an amazing creature, Frostmare, as powerful and untamed as the elements themselves. I promise one day, you will make that clear to everypony when the time is right. Do not lose hope, for when that day comes, Mare Do Well will be the first to realize it.

~Big Shot

~

Mare Do Well sat on a Manehattan rooftop; staring off at the city as night had long since shrouded it in darkness save for the many lights that adorned its towering buildings. She suddenly could tell she was not alone and glanced over to the side.

“Princess Luna?” She asked.

“GREETINGS, RAINBOW DASH! WE HOPE YOU ARE WELL THIS FINE EVENING!” The Princess of the Night bellowed in her Royal Canterlot Voice, startling the pegasus, then the Princess laughed. “Enjoying this dream?” She asked, her voice now much softer and friendlier.

“This is a dream, huh?” Rainbow asked, sliding up her mask. “Better then the last one I had where I was wearing this.”

“I’m aware of that one.” Luna answered. “As I am no stranger to feeling the weight of ponies’ lives on my shoulders, and the guilt of losing them when I have done things I regret.” The alicorn looked at the moon, which was closer this time of year and made the night sky all the more beautiful. “I can only ward off your nightmares but so much, Rainbow Dash. It’s you who has to come to terms with all the responsibilities and costs of this path you’ve taken.”

“How can I do that?” The costumed pegasus asked.

“As I recall, you’ve made quite an impact as Mare Do Well. Perhaps you should reflect on the positive difference you have made because of that, as I have done when faced with the guilt of my own past. When you and your friends freed me from the Nightmare Force that had made me into Nightmare Moon, and cured me of the grief that allowed it to control me, I was frightened, and so full of guilt. My sister reappointed me my position, ponies appreciated my nights, and I protected them from bad dreams when they needed it most, like your friend Scootaloo. I think of the difference I’ve made from doing these things now, and it helps.” The alicorn Princess said.

“Thanks…” Rainbow answered, surprising herself with the simplicity of her answer when normally she’d just get cocky and say she was overqualified for thinking she could handle anything. But somehow, lately, it just didn’t come to her as much as it used to. “Twilight and my friends support me, I want to know they’re safe, and that them knowing won’t put them in danger.”

“My sister and I foresee a pony’s destiny, we even sometimes take part in guiding them towards it if need be…” She explained, recalling what Celestia had told her of Twilight when King Sombra had returned. “…But we do not create it, nor know in advance all the events that lead to it. What becomes of the path you’ve taken, and those who become involved in it, all depends on the choices you make.” The Princess said, turning and spreading her wings. “And for what it’s worth, I feel you’ve done very well so far.” With those last words, Rainbow Dash was once again alone on the rooftop, but less distressed then before.

Author's Note

Holy hay, another chapter sooner then I expected! Hope you enjoy this one too while I figure how to outline the next one. Ideas are already in motion, it's just getting them all organized that's the tricky part...

Villain Profile:

Rainbow of the Elite

Dear Princess Celestia,

I remember the time you told us how boring the Gala was, and how we ended up making it more tolerable for you? I never would have guessed you weren’t a pony for those kinds of things. Well I’m sure you already know I’m not. I guess there are those times we always find ourselves somewhere we’d rather not be, but gotta keep up an act for others, for one reason or another.

Well, I learned when I returned to being Mare Do Well, that some of those times can be so much worse then others.

Let’s just say have I got a story to tell you…

~

Mare Do Well crashed into one of the umbrellas that stood propped along the studio walls, turning and getting up as she narrowed her eyes at her opponents. Two earth pony thugs, and a light yellow unicorn with a dark green mane and tail, wearing chest armor with an insect symbol on it and a helmet resembling a camera of some kind.

“You’re out of your league, Shutterbug.” Mare Do Well said coldly, taking fighting stance again. “Thought you’d mess with a few of Canterlot’s finest?” She asked. While Fleur De Lis and Photo Finish weren’t the kind of ponies Rainbow Dash would ever associate with on a normal day, the model and photo artist were still in need of help, which had brought her here to Manehattan for the day, though Rainbow had to admit this guy’s gimmick was pretty silly.

“Somepony about to be on the cutting room floor is in no position for threats! Get her!” The costumed villain ordered, and his remaining thugs attacked. The superheroine leaped into the air, doing a flip as she slammed her hooves into one’s face, knocking him to the ground, then rebounded off and, with another flip, landed behind the other, swinging her hoof at the back of his head, disorienting him, then did a spin, bucking him into the wall. Shutterbug looked at the two, then back at Mare Do Well.

“You were saying?” Rainbow asked, a smirk under her mask she hoped her opponent would know she now had.

“Oh, don’t worry, I’m focused enough on you that I’m more then capable of a close-up!” The unicorn declared, charging forward and swinging his hoof at her, Mare Do Well dodged it, doing a sweeping kick with her hind leg, tripping him over. The villain’s horn glowed and a stage light levitated off the ground, flying at her and slamming into her, sending her towards the wall and crashing her into it. “The crash… or the puns… dunno what hurts worse…” She muttered to herself. “Laugh now, Shutterbug, I got a flew flash tricks of my own.” She said, drawing out a flash bomb from her belt with her wing and flinging it right at the giant lens eyepiece the unicorn villain had, causing an explosion. The villain cried out in pain, his hoof to his eye as he stumbled backward. Seeing her opportunity, Mare Do Well flew straight at him, knocking him into the opposing wall and striking him multiple times with her hooves, before finally grabbing him with her forelegs, and tossing him into a remaining stagelight. The villain groaned in pain, unable to stand anymore as the pegasus flew over.

“Alright, now what makes somepony like you go after these two? Jealous you didn’t get to be Fleur’s photographer?” She snarked.

“Sure, whatever.” He said, still dazed, only to cry out as Mare Do Well slammed her hoof into his left flank where he’d gotten hurt from when she’d tossed him. “That’s it, I swear! Big Shot, he--!”

“Big Shot?!” Mare Do Well said, her tone practically a snarl. “Talk.”

“There wasn’t much to it, he gave me the tech, I was gonna take ‘em for ransom and have revenge.” Shutterbug said, grunting in pain again.

“So, any wind of his activities?” She asked, having already gone through two other novice trouble makers that seemed to have been on a production line by this Big Shot guy.

“Just remember he said something about Max Diamonds being important to his plans, that’s all. Didn’t hear anything else.” The unicorn whimpered.

“Thanks.” Mare Do Well said, delivering a final hoof to his face. The city guard could tend to him and his pals now.

“Thank you so much, Miss Mare Do Well!” Fleur said, galloping out of her hiding place and shaking the costumed pegasus’ hoof, then blushing in embarrassment at her sudden outburst and immediately went to brushing out her mane and attempting a stance more appropriate of a mare model of her status. “My apologies, I mean.”

“Wunderbar!” Photo Finish said, striding out. “I am most satisfied to see zat ruffian dealt with. I veel have my other studio set up immediately, come Fleur, let us feenish there!” She said, seemingly ignoring Mare Do Well and heading for the door, Fleur followed, then paused.

“She’s thankful. Trust me.” The white mare said with a wink. “Just kinda in a hurry, we got that big party Max Diamonds…” She said, practically fawning at the businesspony’s name. “…is hosting in two days.” With that, the costumed pegasus was left alone with her captives till the guards arrived.

~

“So yeah, that big rich pony I saved from Gametime, apparently Big Shot’s after him again, and apparently he’s got a party going on in two days at Manehattan.” The pegasus explained as she paced about the library, retelling the events to her unicorn friend.

“Yeah, I think I remember Rarity saying she heard something of it from Fancy Pants. Think you should go?” Twilight Sparkle answered, trying to picture a pony like Rainbow Dash even trying to fit into stuffy high-society events.

“Well how else is Mare Do Well gonna be there to keep tabs on him?” Rainbow asked with a cocky smirk, causing Twilight to raise an eyebrow and feeling certain Rainbow hadn’t thought the whole thing through yet.

“Of course Rainbow, I’m sure you’ll fit right in with a bunch of fancy-dressed high-class ponies with your sophisticated mannerisms.” Twilight answered, her smirk spreading. As the librarian predicted, Rainbow Dash went completely pale.

“…Oh Tartarus! How am I gonna blend in?! I could hide outside, but I’ll never be able to get close enough to Max to make sure nopony attacks him if Big Shot or whoever he sends is hiding among the guests!” Rainbow said, pacing about.

“Well, I’d say talk to Rarity about it, she might be able to help you there.” Twilight said, and the cyan pegasus paused in her tracks.

“Think I should just risk it and wait outside the party?” Rainbow asked, realizing where Twilight was going with this.

“Rainbow, you made a good point, you’ll have a better chance of watching out for anything Big Shot sends after him if you’re among the guests, and you got a few days to get ready.” The pegasus snorted and hung her head.

“I’m so gonna regret this.” Rainbow Dash muttered.

~

“…And that sums it up, Rarity.” Rainbow said sheepishly. “So ya think you can help me out here?” She asked nervously. Not since the time she first had to model to steal the costume the first time had she seen the seamstress look so… devious.

“WELL for starters, Rainbow Dash, I have to say that sounds like an event I wouldn’t mind attending myself, I was given invitation from Fancy Pants already, but if you’re serious about this threat on Max Diamonds, I suppose I should send somepony more capable of saving his flank if worst comes to worst in my stead.” Rarity mused, trotting around the pegasus. “If you’re going to blend in, Rainbow, you can’t very well go looking so… pardon my honesty… uncouth!”

“Hey, what’s wrong with how I look?” Rainbow protested. “I happen to think I look 100% awesome!”

“And everypony there will think you’re 100% out-of-place. Furthermore, it may be best Max doesn’t know it’s you. He encountered you before, and your mane isn’t exactly forgettable.” Rarity said, brushing back Rainbow’s mane to emphasize her point. “After all, a rainbow-maned pegasus with impressive flying skill just happening to be present both times Mare Do Well has dropped into his life? He’ll suspect you in an instant!” Rarity said with a smirk.

“Ugh, I see your point, but what’re we gonna do about that? Rainbow Dash doesn’t hide her awesomeness, she wears it proudly!” The pegasus declared.

“Exactly my point.” Rarity said dryly.

“Well… if I gotta wear something, I can probably use that crazy ultra-fancy gown you put me in when I came looking for the costume the first time.” Rainbow offered, though grimacing slightly at the idea of having to wear it again.

“Oh, that old thing? Hmmm” The seamstress unicorn pondered. “Bring it in and I’ll see if I can spruce it up a bit. It was a very lovely gown after all, and I’d bet you haven’t touched it since you got it.” Rarity shuddered. “Perhaps I should go with you so you don’t feel too out-of-place.”

“No way, Rarity.” Rainbow answered. “There’s no way of knowing what Big Shot’s got planned, I don’t wanna put any of you girls in danger while I’m trying to stop him.”

“Very well, Rainbow. Then we have a lot of work to do and very little time to prepare.” The seamstress answered.

~

“Howdy, sugarcu—“ Applejack started greeting, stepping into the Boutique and stopping before she could finish when she saw Rainbow standing on the platform dolled up and down in some overly fancy dress.

“One giggle, Applejack and you’re going down.” Rainbow said in a dangerous tone.

The farmpony required every inch of willpower not to fall over laughing at seeing the tomcoltish pegasus dressed like she was. “Sorry, Dash. Anyways, Rarity called me on over to help ya out with this shindig ya were plannin’ on goin’ to.”

“How?” Rainbow asked.

“Ah may not look it, but a bit’a my fillyhood was spent in Manehattan, my aunt an’ uncle Orange were some’a the elite there, they taught me all that proper stuff an’ even how to talk like ‘em. Ah may not practice it anymore, but ah never forgot it.” Applejack replied. “So ah’m gonna teach ya what ah know so you’ll blend in with the fancy high-society ponies there when they talk to ya.”

“Never saw ya as the type, Applejack.” Rainbow said, clearly not believing her.

“I will say, though, Rainbow, you do look simply divine in that dress.” Applejack said, suddenly having switched over to a dainty, upper-class Manehattan accent, causing the pegasus’ jaw to drop and the farmpony to smirk in triumph. “Doncha worry none, Dash.” Applejack said, returning to her familiar country accent. “We’ll have ya ready in no time.”

“And I’ll be certain to inform Fancy Pants I could not attend due to scheduling conflicts, but have found a very pristine, cultured young mare to go in my stead!” Rarity said, grinning evilly as Rainbow Dash could only gulp, wondering what she had in mind for her.

~

“Rainbow, rate that parfait, will ya?” Applejack asked as Rainbow grinned at the milkshake treat before her.

Immediately the pegasus yanked it towards her and took a fantastic slurp, then cried out, rubbing her forehead as the impending brain freeze struck.

“Okay, first thing, sugarcube, ya take it in tiny sips if ya wanna pass off as one’a the elite in Manehattan.”

“What? Seriously? Am I gonna have to eat my food in tiny bites too?” Rainbow protested, eying the parfait.

“Unfortunately, yes. An’ on that, ya may wanna consider fillin’ up before ya go, they barely give ya enough food ta feed a mouse.” Applejack replied. Groaning, Rainbow Dash moved the cup towards herself again and gave it a dainty sip. “So, how’s the parfait?” She asked.

“Pretty awesome.” Rainbow said, preparing for another drink.

“Lesson two, Dash, nopony at that party’s gonna be sayin’ ‘awesome’. Ya say it’s simply divine.”

“It’s simply divine.” Rainbow answered flatly.

“Little harder on the second an’ last syllables there.” Applejack criticized.

The pegasus growled, took another dainty sip. “It’s simply divine!” She said, attempting the accent and speaking in a smoother tone. “Better?” She asked.

“Much. Now let’s keep goin’.” Applejack replied.

The rest of the day seemed almost like a blur, not the kind of blur Rainbow experienced when the world passed her by when she flew about at her highest speeds. Rather, the kind of blur where she felt like she was on autopilot and filtered out moments she hoped she’d be able to repress one day. Once Manehattan etiquette lessons concluded, Rarity had proceeded to bring the pegasus to the spa to give her a full makeover and insure nopony, even Max, recognized her when she went undercover at his party. Rainbow grit her teeth as she endured her eyebrows being trimmed, her lashes being curled, a full hooficure service, and her mane and tail were altered as well. Finally, Rarity helped the disguised Rainbow into her finished dress, which now had been remade to where its skirts had been increased as to conceal some hidden pockets Rarity had provided which contained the Mare Do Well costume for an easy change.

“Well, I must say, Rainbow Dash, you are nothing short of a vision of loveliness!” Rarity said with a grin while Applejack did all she could to keep a poker face.

“If either of you break your Pinkie Promises that word of this never gets out, me not speaking to you for the rest of eternity is gonna be the least of your problems.” The pegasus said. The mare in the mirror was a beauty, but it made Rainbow’s stomach turn knowing it was her, the fastest flier in Equestria, future wonderbolt, and most awesome superheroine around. The damage Scootaloo and her friends did when they wrote that gossip column would be a dent compared to what news of this would have on her cool rep.

“Now, now, Dash. Gotta be a little more… ladylike... then that.” Applejack said, breaking into a fit of snickering.

“No bucking way.” Rainbow said firmly.

“Talkin’ like that you’ll lose in no time!” Applejack replied, knowing she’d used a word that’d set the competitive pegasus straight.

“Lose?!” Rainbow snapped, then cleared her throat, turning and approaching Applejack in a prim, dignified manner. “I do say, ruffian, would you care to make a wager on that?” She asked, adapting the same voice and accent Applejack had used training her earlier.

“Well that’s more like it.” Rarity answered. “Just keep it up and you’ll have no trouble fitting in. Twilight will have a selection of Manehattan events for you to read up on for the night for conversation while you’re there. The important thing is if Big Shot’s got his agent among the guests, you can’t raise their suspicion.”

“The things a superheroine has to do…” Rainbow Dash grumbled, resuming her normal tone of speech.

~

In a warehouse along the docks of Manehattan, a zebra in a black bodysuit with a pouched vest and belt, with metal hoof bracers and a black mask concealing all but her eyes approached a large earthpony in a black suit coat and a metal mask and bowed.

“Black Hex, I’m glad to see you have arrived on schedule.” The large earth pony said.

“I would not disappoint you, sir.” The zebra said. “Mr. Diamonds will be captured as per your request. Though I ask why in the open?”

The earth pony chuckled. “To send a message, of course. Mare Do Well dealt with Shutterbug and is quite possibly still in Manehattan. It is necessary to let things simmer, and she could still pose a threat, if we were to target him in private security will have a higher focus on himself, with a crowd you can cause a necessary panic to escape with him, and plenty of bystanders. And of course, a pony of Big Shot’s standing is obligated to be there. Pay me no mind, but your effort in capturing him will be watched.” He said.

“Understood, sir.” The zebra answered.

~

“Miss Twilight Sparkle, a pleasure as always!” Fancy Pants said with a smile, his monocle floating to his eye as he was greeted by the other unicorn.

“Pleasure’s all mine. I’m just here to bring your lady. Rarity sends her apologies but hopes this one will do well.” Twilight said with a smirk, stepping back and gesturing with her hoof as the mare she’d brought came into view.

Fancy Pants’ magic nearly dropped his monocle as Rainbow shyly approached, managing a coy smile as she stood before the wealthy stallion. Her eyes had been given a smooth curve, accentuated by light makeup like Rarity often used, her mane had been lengthened and straightened out with one side fringing over her right eye and both were convincingly dyed in shades of a rose color that matched her eyes. Her glamorous dress had been given shades to match her mane, adorned with gemstones to match her coat.

“Hello, sir, my name is Prisma Glimmer.” Rainbow said in a cultured tone and accent with a polite nod. “I hope I am up to your standards for this event, Rarity did her best to ensure I would be a worthy replacement.”

“Well, I do say she has made you a work of art. A charming mare she is, I shall be certain to congratulate her later, and Canterlot will be astounded when I speak of it upon my return home.” The wealthy stallion said. “Now shall we be off?” He asked, gesturing to the entrance to the high-rise plaza the event was to be held at.

“Of course.” The disguised pegasus said, and walked at his side.

“Have fun.” Twilight said, and as soon as they were out of sight, the unicorn teleported away to the library, where she would spend the next half hour laughing.

~

No doubt she’s gonna be laughing for at least the next half hour… Rainbow Dash thought bitterly as she entered the large, posh ballroom.

After a few respectful greetings, Rainbow left Fancy Pants to speak to his business associates and had free reign to wander about. The pegasus barely stopped herself from bolting to the food tables and instead went over slowly, giving polite nods and hello’s and swiping a hoof full of hors d'oeuvres along the way.

Some of the ponies present she recognized from the Gala and that gathering Rarity had gone to at Canterlot, and recalling the impression she and her friends had made on them even with Celestia or Fancy Pants willing to defend them. The idea of being right there under their muzzles, mistaken for a more cultured and high-society mare offered her some amusement that provided small consolation. Still, what she would give for Big Shot to have whatever he had planned kick off right away as this was all still pretty far out of her comfort zone.

“Why, hello, miss. Enjoying this gathering?” a familiar stallion voice said beside her, prompting the cyan mare to turn. There stood Max Diamonds, getting himself a drink. Rainbow smirked, her disguise had fooled him.

“Why yes, of course.” Rainbow answered. “The favors are… simply divine.” She added, eating one and attempting the syllable emphasis Applejack had taught her, though maybe a little too much as it earned a brief raise of the eyebrow from the businesspony, followed by an amused laugh.

“Well aren’t you something, miss. What might your name be? I saw you arrive with Fancy Pants.” He asked.

“Prisma Glimmer, and you must be the esteemed Mr. Max Diamonds I’ve heard a great deal of. You’re even more handsome in person.” The cyan mare said, remembering the alias her friends came up with and every bit of tact she’d been instructed to use; and feeling ridiculous doing it all. Celestia please help me… she thought to herself. Nothing would make her happier then to get the necessary reason to throw on the costume and kick badguy flank.

“Why, Diamonds, charming the mares again?” A walnut-colored earth pony stallion nearly Big Mac’s size with a black suit and a cutie mark resembling criss-crossing swords said with a smirk, approaching.

“Oh, Grand Cargo, it’s my party, I have to see to it all the guests are happy.” Diamonds answered.

“Of course, Max, of course.” The other stallion said. “And who might you be, young miss?” He asked, addressing Rainbow and causing her to flinch. Something about him seemed to creep her out but she couldn’t really tell why, causing her to pause for a second.

“Her name is Prisma Glimmer. She arrived with Fancy Pants.” Diamonds said.

“Well I will say, Miss Prisma Glimmer, Fancy Pants has fine taste in company. We’ll continue our discussion on that trade appointment later, Diamonds.” The larger stallion replied and departed to go mingle with others guests, causing Rainbow to breathe out a sigh of relief.

“Are you alright Miss Prisma?” Diamonds asked.

“Yeah… Yes, of course. I’m well, thank you.” Rainbow replied, nearly stumbling on her etiquette as she heard the orchestra, which she noticed Octavia performing in, change to a more upbeat classical tune. She’d only really seen the cellist twice, and she seemed little refined for somepony like Vinyl to be close to, but stranger things had happened. Her drifting train of thought was put back on track when the businesspony spoke up again.

“Hm, not everypony fully appreciates classical music but I always found it very soothing, and if I may say so, you look rather distressed.” Diamonds said with a kind smirk.

“Me? Of course not, I’ve no reason to be. Your friend just… caught me off-guard a little.” Rainbow said.

“Oh, don’t worry about Grand Cargo. He may have a very intimidating appearance but he’s a very respectable businesspony who is also involved in shipping merchandise and is a well-known philanthropist. There’s always more to a pony then outward appearances, I’ve always preferred to know who they are underneath before I judge them.” Diamonds replied.

“You’re too kind, Mr. Diamonds” Rainbow answered.

Diamonds laughed. “Please, no formal titles. So it would seem the ballroom floor is gaining attention now, may I trouble a vision of loveliness like yourself for a dance?”

Slow dancing was hardly something Rainbow would be caught practicing on a regular day but Rarity had coached her a little yesterday, nopony here recognized her so her reputation was likely to endure, and she had to admit this was an effective way of being close to the pony she was here to protect. Plus, the compliment did earn a blush from her. “I would be honored.” She said.

Following him to the ballroom open floor where several other ponies had already begun, he took her hoof and gave it a kiss, then she placed her forehooves on his shoulder, and his around hers, and then supported each other as they stood on their hind legs and began to dance.

All the temptation in the world to spread her wings out and prevent from losing balance nagged the pegasus’ mind to no end, but recalling Rarity’s rather firm statement that she not do so as her open wings would smack other guests and put her in more trouble kept it as much at bay as possible. Closing her eyes a moment and letting him lead, the pegasus followed his moves closely. She’d show Applejack and Rarity she saved Diamonds’ flank and gave him the mare of his dreams in a single night and dare them to top that later.

“Not much of a dancer, are you?” He asked, amused. “I’ve nothing against that, you pick up quickly.” Rainbow Dash smirked.

“That’s what everypony tells me, and they’d be right.” She said, following along better and earning a smile from the businesspony in return. Rainbow couldn’t help but think he was a pretty handsome stallion, causing her a smirk slightly. As she did, she felt her body go numb, a dizziness pass over her as she felt like she’d spaced out briefly.

“Whoa, there!” Max said, tightening his grip around her to ensure she didn’t fall over and draw too much attention. “Easy.”

“Sorry, don’t know what came over me, there.” Rainbow said as she felt her heart beat slow back down to normal.

“It’s alright, not to brag but I seem to have that effect on mares quite often. Whether I mean to or not, and you’re certainly one of the most lovely I’ve seen.” He said with a sheepish laugh. “Now look, why don’t you go get something to drink to clear your mind a little. The cider I ordered came straight from the Apple Clan, so you know it's second to none in these lands!”

At the mention of the Apple family’s cider, Rainbow grinned and trotted off to the nearby table to get herself a drink. “Celestia’s mane, did I really get all schoolfilly and pass out over him for a second?” Rainbow muttered to herself. Normally she never paid attention to things like that, but she was always easily flattered by compliments, something that since the original Mare Do Well incident she’d sought to take caution not to let go to her head. Taking a sip of her cider and savoring the taste a moment, she watched as Diamonds went to socialize with some other ponies.

One of the most lovely, huh? Awesome and lovely I’m on a roll. The pegasus thought, her usual cocky smile returning. I’ll have to rub that one in Rarity’s face later. She enjoyed dolling me up like this way too much.

Before her thoughts took her any further, however, the chandelier overhead suddenly burst in a brilliant flash of light. Had Rainbow not been too occupied trying to get the last few drops of her cider she’d have probably ended up blinded like many of the others now were. Screams were heard and ponies began scattering about in fear as smoke bombs then went off from under the tables.

“Finally.” Rainbow thought to herself and prepared to escape to someplace she could change, only for her hoof to catch the skirts of her dress, causing her to topple over flat on her face. “Ugh, I hope nopony saw that…” She muttered. Turning, she saw a new pony rising up from the smoke. She wore a black bodysuit and mask, like a ninja of some sort, with metal gauntlets and a utility belt. Only her eyes were visible through the black cloth mask, though the white and black stripes in her tail and its texture suggested… zebra? Immediately spreading her wings, Rainbow flew off, spying a door ahead to change.

Entering and closing the door quickly, she began to tug her dress only to notice a pegasus couple was already there fooling around, looking just as surprised as she now did. “Do yourselves a favor and get out of here. There’s trouble.” She said, grabbing a lamp and flinging it at the room’s window, the couple nodded and flew out quickly. At last alone, Rainbow pulled the dress off and reached under it, pulling the costume and accessories out of the pockets hidden under the skirts and got dressed quickly. Now fully dressed, she flew out the open window and up towards the top of the glass sunroof.

~

“Max Diamonds, I trust you’re here…” The costumed zebra said coldly, removing her gas mask and eying the immobilized crowd, the toxin she’d just released into the air had numbed the bodies of everypony there that had breathed it. Finally, her eyes narrowed on the businesspony and she approached.

“Big Shot has asked for your presence. I personally don’t care what reason, it’s hardly my place to ask. But either way, you’re coming with me.” She said as she stood right in front of him.

Before she could follow through, a hole burst from the sunroof and Mare Do Well flew down, the zebra jumped out of the way, narrowly avoiding the pegasus, who rebounded off the floor, flipped in the air, and landed next to Max. “Not a chance.” The costumed pegasus said.

“Mare Do Well. How good of you to show up. My name is Black Hex, assassin by trade and recruited by my boss to deliver Max Diamonds to him at once, I advise you leave at once if you want to live.” The zebra answered in a low, threatening tone. As she said this, she noticed the larger earth pony, Grand Cargo, was no longer among the crowd.

“Well somepony’s been out of the loop if they think a few measly threats are gonna make Mare Do Well back off.” Mare Do Well replied.

“Suit yourself.” The instant the words left the zebra’s mouth, she lunged forward, sweeping her hind leg at Mare Do Well, who jumped straight up and took flight. The moment she did, however, the Zebra entwined her hoof into a sash around her waist and lashed it at the pegasus, wrapping it around her and yanking her back to the ground and giving her a punch to the chest with her metal-braced hoof.

Groaning in pain from being pulled to the ground and hoofed, Mare Do Well drew in some breaths and rolled over, bucking her hind legs out but the assassin simply jumped back, avoiding her. “Stick around.” Black Hex said, wrapping her foreleg around Max and raising her other, firing a grapple hook from her gauntlet and destroying the sunroof, then reeling herself and her hostage through the roof.

Struggling angrily, Mare Do Well pulled the sash from her and flung it aside. “Oh no you don’t. You’re not getting away!” Taking flight, the pegasus flew straight up through the open roof as the zebra was leaving with her captive. “No where else to go, I don’t see a pair of wings anywhere on ya, Black Hex.” Mare Do Well said, advancing. The zebra chuckled to herself, pressing something on her body armor and it spread open like a kite, a gemstone glowing at its center and she flew away at rather surprising speed.

“Me and my big mouth.” Mare Do Well groaned, making a running start and flying after her. “Some fancy kite’s not gonna keep the fastest flier in Equestria away.” She said, drawing closer and preparing to strike the zebra with her hoof, but the zebra responded by pressing something on her belt, and several small spheres flew off, exploding in flashes and smoke like fireworks, disorienting the pegasus for a moment and causing her to pause while rubbing her eyes. The costumed Zebra flew off to a rooftop and landed, leaving Max tied up with another sash, then flew back to meet the superheroine.

As she rubbed her eyes, Mare Do Well was greeted with a hoof to the face, sending her spinning backwards but managing to avoid losing altitude.

“You’re skilled. Dedicated. Impressive.” Black Hex said. “You may be worth defeating before I turn over my quarry after all.” She said, raising her hooves and a pair of twin blades emerged from her hoof gauntlets.

“Bring it.” Mare Do Well answered with a smirk, knowing now she’d have the advantage if this worked, and the zebra flew at her. This time, Mare Do Well easily avoided her, performing a loop in the air and striking her from behind. The zebra barrel-rolled in the air and spun to face her, pressing her belt again and more fireworks flew out, but Mare Do Well was ready this time, sweeping her cape in the air to bounce them back at her opponent, causing them to explode around Black Hex.

“I’m good on the ground, but I’m beyond awesome in the air, Black Hex.” Mare Do Well said in a dangerous tone, then flew right at her, swinging a hoof at the zebra’s chest, causing the gemstone to spark a little but still at the moment remained undamaged. The zebra rushed forward to engage in close combat, swinging her bladed hooves while the pegasus did her best to dodge them. A narrow swing nicked her hat, and another grazed her foreleg, causing her to yelp in pain, just in time to get kicked in the stomach by the zebra’s hind leg. Keeping herself airborne, Mare Do Well saw the zebra preparing to slice her in two. Thinking quickly, Mare Do Well unclasped her belt and flung it at her. The zebra’s blade chopped into it, setting off the flash bombs concealed within and setting off a bright explosion at close range. Disoriented and her burning kite smoking, the zebra was distracted enough for Mare Do Well to charge at her, sending them both plummeting to the rooftop that Max had been left on and tumbling across it toward the edge.

“Alright, Black Hex. You lost. How about you tell me everything you know about Big Shot and I’ll make sure you don’t go to Alkatrot in a bodycast!” Mare Do Well said.

“He sent me to kidnap Max Diamonds, that’s all there is to it.” Black Hex said, then a gem she wore on her flashed and she tossed it off. When it landed, a magical image of a masked, muscular earth pony in a black suit coat with several scars on his body appeared on it.

“Mare Do Well… at long last we meet. Not face to face, mind you.” The masked pony said, his voice was low and chillingly smooth monotone but the smugness was all too evident to the pegasus.

“So you must be Big Shot…” Mare Do Well said, finally getting to meet the new face of evil she’d been hearing about lately.

“Indeed, Mare Do Well. I trust I’ve kept you busy with recruits and messengers?” The crime boss asked.

“Yeah, and I’ve kicked every one of their flanks, so why don’t you come out of hiding already and face me like a stallion!” Mare Do Well hissed, hatred pouring from her tone as she’d lost count of the number of thugs and gimmick-obsessed weirdos she’d fought lately that seemed to know about him.

“All in good time, hero, that moment will come.” Big Shot answered. “Much like Max’s last one will if you don’t hurry...” He remarked, and the gem image flickered out.

Rainbow’s eyes widened as the black-clad zebra pressed something on her belt with her hoof, and leaped off the roof, pulling a cord from her vest and then parachuting down. Before she could follow, Mare Do Well noticed a flickering out of the corner of her eye and saw several tiny, marble-sized gems around the still-immobilized Max beginning to glow brighter and brighter. Realizing she’d have to go after Big Shot’s lackey another time, the pegasus galloped over, shoving Max off the rooftop and then flying straight down to grab him as the rooftop behind them exploded violently.

As she flew him back towards the plaza building, Max found movement in his body again and looked up at his rescuer.

“Guess I owe you another thanks.” He said with a smirk.

“Would be nice.” Mare Do Well answered with a small chuckle. “Just be glad you got a mysterious Mare Do Well watching over you.”

“Oh trust me, I am. I have far too much I still want to accomplish before anything bumps me off.” The businesspony said with a laugh.

“I wouldn’t have it any other way.” Mare Do Well answered, descending through the open sunroof and lowering him down to the ballroom floor, noticing the city guard outside the building as she was approaching. With a nod, she spread her wings and flew back out as fast as she could, then circled the building and re-entered through the window she’d used earlier when she’d gotten in-costume, recovered her dress, and reluctantly got herself dolled back up again and hurried back out to the ballroom, her mane and tail more disheveled.

“Are they gone?” She asked frantically, getting back in-character as one-time socialite Prisma Glimmer.

“Oh! Miss Glimmer, I’m so glad you’re well!” Diamonds said, galloping over and placing his hoof on her shoulder.

“I’ve been hiding in that room the whole time, some other pegasi just panicked and fled when I came in, though, so I was alone…” Rainbow said.

“How frightening it must have been for you.” Diamonds answered. “But don’t worry, Mare Do Well arrived and saved me from the party-crasher. All that remains is for the city guard to handle the reports, and I have a PR matter to not look forward to.”

“Mare Do Well was here? What was she like?” Rainbow asked, appearing curious.

“Quite amazing, she saved my life once before. She really is an admirable pony.”

Rainbow smirked, doing her best to hide a blush. “Shame I missed her. Well, I do suppose one day I’ll have the chance.”

“So long as you’re not caught in the crossfire of a situation that requires her attention, I’m more likely to rest easy.” Diamonds said with a smile. “At any rate, I should be going, and thank you for the dance, Miss Prisma Glimmer. You’re quite the find, I should hope to see you again some day.”

“You’re most welcome, Max Diamonds.” Rainbow said, tossing back her mane. “And who knows, maybe one day you will when you least suspect it.” With that, the pegasus went off to find Fancy Pants, who thankfully she discovered had not left yet, and urged a message be sent to Rarity to arrange for her return.

~

“Ahhh, good to look and feel like my old, awesome self again!” Rainbow said with a wide grin as she emerged from Twilight’s bathroom, toweling off her once again-prismatic mane.

“I dunno, you were absolutely stunning when you were all dressed up, Rainbow.” Twilight said with a joking smirk.

“Them’s fightin’ words, Twi.” The pegasus answered, tossing the towel to the unicorn with a laugh. “So anyway, I think I got a new lead on Big Shot, there was a big, scary-looking pony at Max’s party, kinda got a bad vibe off him, similar build to the pony that appeared from the gem image Black Hex showed me. His name’s Grand Cargo, he’s apparently a friendly rival of Max’s and—“

“…One of the most respected, charitable, and appreciated philanthropists of the pony elite. Like right on par with Fancy Pants and Max!” Twilight added. “You’re making a pretty rough accusation there, he makes a lot on his business, what would he have to gain from all this aside from a seriously ruined reputation?”

“Competition, Twi. Believe me, I know a thing or two about it. Wouldn’t surprise me if he was planning a little underhooved hostile takeover. Run the big businesses AND the city’s crime and nopony’s the wiser? That’s like boarderline Canterlot Royalty power right there, isn’t it?”

Twilight gave it a second of thought, which was interrupted by Owloicious letting out a random hoot.

“You may have a point, Rainbow. I suppose it’s not gonna hurt to look into it.” The unicorn said. “In the meantime, though, I suggest you tell Rarity all about your night, she’s been burning the candle at both ends waiting to hear about it.” She added, smirking in amusement.

“Good, I have plenty to brag about.” Rainbow said with a laugh and flew out the door. With a smile and a shake of her head, Twilight Sparkle proceeded to her basement to look up the old papers for any clues.

~

I guess it was fun to see how well I could fool the Manehattan elite, even if it meant having to dress and look and act like one of them, but… what can I say? When you’re a hero, I guess you gotta swallow your pride and do what you have to in order to make sure anypony in need can breathe a little easier. When I get to the bottom of whatever this new enemy is up to, I will, with all my effort, bring him down at all costs.

Your faithful subject,
Rainbow Dash

Author's Note

And another chapter up! I decided to make a more light-hearted episode after the rather dark last few I've done, but still carry enough relevance to the ongoing subplot. I've got the series' episodes planned, and the next one is going to be a real challenge, so stay tuned!

Villain Profile:

Old Wounds

“Come on, Twi, you couldn’t find anything on Big Shot? Nothing that connects Grand Cargo to any criminal activity?” Rainbow asked, flying in circles impatiently in the library as she discarded another paper that had no useful information for her.

“As I told you the last five times, Rainbow, there’s nothing. He’s keeping his tracks covered really well.” Twilight answered, exasperated with the pegasus’ constant prying. "And Grand Cargo has, like Pony of the Year material in terms of how clean a record he's got any time a paper cites him."

“Well the punks I beat up in Manehattan were dead ends as well. They’ve never met Big Shot, they just get orders through him. Took out some totally lame excuse of a villain called the Condiment Colt who was holding up a diner as well… got nothing but mustard on my costume, Rarity about blew her stack when she saw it complaining I smelt like cookout when I came in to get it cleaned.

“Sounds lovely.” Twilight said flatly, wrinkling her muzzle in disgust. Rainbow always seemed to come back with the most unusual stories when she did standard patrols.

Growling in anger, Rainbow landed and slammed her hoof on the floor. “We’re getting no where, not to mention I’ve done another sweep of Fillydelphia, still no sign of Decepto either. The authorities haven’t found him either, who knows if he’s hiding out or left town after we did. Who knows if somepony will get hurt because these guys are still out there or when they’ll make a move again, it’s driving me crazy!” She fumed, letting out a furious snort.

“Rainbow, how about I make you some tea, because first of all I really think you need to calm down.” Twilight said, heading towards the kitchen.

“Tea’s not gonna do it, Twi. I’ll calm down when we catch one, the other or both!” The pegasus said, her tail flicking in irritation as she started to pace about again.

The unicorn ignored her, setting things up to cook and returned to her stack of new newspapers till one finally got her notice. “Okay, here’s one. Those two stallions who go to places they say are haunted… the Spook Searchers? They were just at the Hollow Shades apparently. Now they’re in Fillydelphia Hospital. They were found wandering the woods completely scared out of their minds, apparently weren’t expecting real ghosts.” She explained, reading it off. Rainbow just rolled her eyes.

“Those attention horses’ll do anything to get readers.” She scoffed. Sure the Hollow Shades were infamous for a lot of creepy rumors around why the whole population just vanished one day, it was before Celestia’s time so even the Princess herself didn’t know… but still, some of them were pretty ridiculous, like the one about the blank flank cult that was punished for their prejudice against ponies who got cutie marks or the one about the tall faceless pony in the black suit who stalked and ate anypony who ventured in. Nopony really knew anything about its history. Then again… place like that…

“That’s near Fillydelphia, I fought Decepto there. Twi, I think there’s a good chance I know where he’s hiding!”

“You think he’s hiding in the Hollow Shades?” Twilight asked.

“Why not? Place with that much superstition and old mares’ tales around it, who’s gonna be bold enough to look there for him when he’s been missing this long?” She asked with her usual cocky smirk. “Aside from me, obviously.”

“Rainbow, it could be dangerous, I don’t know if you should go alone.” Twilight said.

“Don’t tell me you believe that stuff about the Slendermare or the Blanks.” The pegasus said with an eyeroll as she was already pulling the costume out of her saddlebag and began to get dressed.

“Don’t be ridiculous, Rainbow. Slendermare was made up by a journalist in a contest for Nightmare Night four years ago and the Blanks have no foundation whatsoever aside from some old made-up stories to scare arrogant fillies like Diamond Tiara out of bragging about their cutie marks.” Twilight said. “I’m just worried because Decepto’s probably got traps around to deal with anypony who comes in, especially you because by now I’m sure he’s smart enough to have something that’s suited for handling more then some journalist stallions looking for a good story.”

“Point made, Twi. But you also remember, he’s exactly what his real name implies.” Rainbow said, sliding the mask on.

“Smokin Mirrors?” Twilight said, raising an eyebrow.

“Exactly. Smoke and mirrors. Illusions. Nothing real.” Rainbow said, adjusting her hat. “They never faced him before, I have. I gotta deal with him before he changes addresses again.”

“Rainbow, I think your obsession with getting results on Big Shot is clouding your judgement.” Twilight warned, but the pegasus was already in full costume and at the window.

“Mare Do Well stops villains, Twi, she doesn’t sit down and let them get away.” Rainbow said in an annoyed tone, and sped off before Twilight could magically restrain her.

~

Flying through the darkening sky at high speeds just below the necessary levels for a sonic rainboom, the costumed pegasus flew over the Everfree Forest and the mountains that followed. At this pace she’d be there in no time. No way was she gonna let Decepto escape when she had a good idea where he was, rumors or not. Out of the corner of her eye, she noticed Everfree clouds building up, filling the skies quickly. There had been warning of a nasty thunderstorm brewing from the forest, and given there were overcast weather plans already in effect around the kingdom it’d be spreading across most of east Equestria and make the night a lot more interesting.

How appropriate for a place like Hollow Shades to get stormy weather She mused. Spying a clearing up ahead, she knew she was near her destination. Flying downward, Mare Do Well slowed herself down to prepare for a soft landing, not wishing to give her arrival away; the dark of the night and a thunderstorm forming rapidly would already provide her some cover.

Looking around, the superheroine couldn’t help but admit the place had an extremely creepy vibe to it. The homes were run down and in ruin, abandoned and covered in overgrowth, the only illumination was a few strange, glowing fungi here and there and the moon before the clouds began to shroud it away. Wandering about for any clue of where Decepto could be, Mare Do Well peered inside the more intact huts for any sign of activity, but still nothing. She considered turning on one of her glow gems Twilight had added to her costume’s utility belt, but chose against it, any illumination could give her away.

A mist drifted about the area, and suddenly blew towards her unexpectedly. Taken off-guard, Rainbow coughed under her mask and continued searching. Why did she feel like she was being watched… did Decepto already know she was here? Was he expecting her after having dealt with those Spook Searchers? Either way she’d make him sorry before he pulled any tricks. Rain slowly began to fall, thunder could be heard above as the Everfree-affected clouds continued to drift over.

Suddenly, she saw some movement heading to the left of her. Turning sharply, she spread her wings and flew after it, lightning flashed and she soon found her way to the abandoned town’s cemetery. “Come on out, Decepto! I know you’re here!” She shouted angrily, glaring as she searched the stones and the large crypt caught her attention. No wonder this place had its rumors. Approaching she noticed a figure sitting atop it, looking down at her. “Did you really think I’d never come looking for you?” She asked.

“I believe that’s my line, wouldn’t you agree?” The figure asked, its voice instantly recognized by the pegasus, who shuddered when lightning flashed, revealing the voice’s owner. It wasn’t Decepto at all.

It was Gilda, wearing her Razorbeak costume, tossing her metal mask up and down in her claw like a softball before throwing it at the ground, its sharp beak embedding in the soft earth at Mare Do Well’s hooves. She came into the light, showing herself not to look any worse for wear, appearing as she did when she and Rainbow had their final fight in Cloudsdale’s weather factory. “So, miss me, Dash?” The griffon asked, a sinister gleam in her golden eyes and a cruel sneer on her face.

“How… it’s impossible! I saw you die in the explosion!” Mare Do Well said, unable to move as the shock of seeing her former friend whom she’d thought deceased for some time now standing there alive and well.

“Oh please, I got away right as the sonic rainboom went off. Don’t you recall closing your eyes just as it was forming? Perfect getaway!” The griffon said with a laugh, her wings spread. Lightning flashed, and she was suddenly right in front of Mare Do Well and claw-swiped her, knocking Mare Do Well off her hooves and tumbling into a tombstone.

“Pretty cool place, huh? ‘Specially with all the rumors what’re the odds somepony’s gonna come here? Perfect hideout to wait for you to come along, did my little message with those idiot documenters tip you off this place wasn’t as empty as some think?” Gilda asked.

“Decepto… what about him? It fits his M.O…” Mare Do Well said, getting up.

“Pheh, scared that lame little showpony out soon after he came. Who can say where he is now.” The griffon answered with a laugh. “I’ve been itching for the chance to get you back for ruining my plans for Cloudsdale, but, for the sake of our old friendship, I’ll give you a choice…” She explained. “You get one chance to decide the order I kill your loser friends in, that way you get the chance to say goodbye to each of them. Say no, I pick and choose on my own. What’s it gonna be, Dash?” She asked, sneering.

“GO TO TARTARUS!” Mare Do Well shouted, the griffon’s threats immediately draining whatever patience the pegasus had left after the frustrating week she’d had following dead-end trails and leads. She flew straight at the griffon, hoof drawn and swung. Much to her surprise, Gilda easily avoided her, grabbing her hoof just as she passed, then did a spin, flinging her into another tombstone. Growling angrily, Mare Do Well immediately got back up and galloped at her, jumping for a tackle attack, thunder and lightning crashed across the sky and the griffon rolled out of the way and side-kicked the pegasus the moment she landed, then grabbed her by the neck and lifted her up and flying off the ground, using her other claw to punch her twice in the chest.

“As you can see, I haven’t been letting my chill time go to waste, Dash. Too bad I can’t say the same for you because I was honestly hoping for a more epic fight then this.” Gilda observed, narrowing her eyes and frowning slightly. Mare Do Well attempted a hoof strike to the griffon’s face but Gilda’s claw reached it first, in a vicelike grip that pushed back till the pegasus grunted in pain. “What. A. Disappointment.” Gilda said, punctuating her words to emphasize each one before turning in the air and slamming Mare Do Well into the ground, standing over her as she pinned her down.

Mustering her strength, Rainbow raised her hind legs and bucked the griffon in the stomach as hard as she could to knock her away. As she’d hoped, the griffon went flying backward and into a nearby tree. Landing on her feet and glaring at the costumed pegasus, the griffon seemed more inconvenienced then harmed.

“Mare Do Well? Where are you?” Twilight’s voice called out somewhere in the distance behind Mare Do Well, causing the pegasus to look back for a second, then back at the griffon, who cocked her head then returned her attention to Mare Do Well.

“This isn’t over, Dash. I won’t stop till everypony and everything that matters to you is gone. And you’ll live just long enough to see all of it happen.” Spreading her wings, Gilda took a flight stance, and lightning struck again a few times, and the griffon was already gone and Mare Do Well collapsed to the floor, shaking as the rain fell around her. She heard Twilight’s voice again, and saw glowing magenta light approaching, and the unicorn was soon at her side.

“Rainbow, I teleported in as soon as I found my Equestria map. Are you alright?” She asked softly, her eyes widened when she saw the pegasus was shaking all over. It wasn’t the weather as it was still fairly warm. Was she… whimpering? “What’s wrong? Talk to me!” She protested to her friend.

“Gi… Gil….. Gil… Gilda…” Rainbow stammered, falling into shock.

“Gilda?” Twilight asked, confused.

“S-she’s… she’s back… she was j-just here…” the pegasus answered. “I s-saw her, we fought, she—“ She froze as she noticed Gilda standing a few feet away behind Twilight, wings spread and watching her with that same cruel smirk, raising up a claw and making a shushing gesture, followed by tracing a horizontal line in the air in front of her neck with her talon. Thunder struck and the griffon flew off before Twilight turned around, wondering what her friend was looking at.

“Rainbow, we need to get out of here, you look like you went through Tartarus…” She said, noticing how roughed up the costumed pegasus looked. Closing her eyes and focusing, her horn glowed as light enveloped both. With the illumination, the last thing Rainbow saw before they were gone was the griffon’s silhouette perched atop the crypt, watching her.

~

“Well, that’ll have to do for now. Seriously, Rainbow, you’re a mess.” Twilight observed as the final bruises started to fade while she magically healed them. “Now explain what happened.”

“I TOLD you, Twi, GILDA happened! She’s back, she was there, ran Decepto out awhile ago. She was waiting for me and beat my flank into the ground!” Rainbow protested angrily, causing the unicorn to flinch. “She’s playing for keeps, and she’s way stronger then last time!”

“How so?” Twilight asked.

“As in I could barely get a hit on her, and any time I did she took it like she barely even felt it!” The pegasus said, her tone still tense.

“We’ll look into this tomorrow. The storms’ll probably be here all night.” Twilight explained.

“NO! WE CAN’T!” Rainbow cried out, jerking up in a panic. “She threatened to kill you all, one by one! I can’t go to sleep now!”

Twilight shook her head. “There’s no leads whatsoever on her, and not to mention we’re miles away. You got there before the storms hit, this is after, it’d be a lot harder for her to make it over this way in that weather, or at the least it’d take her a lot more time if she wanted to make it over safely.” She explained, looking out the window. Everfree storms mixing with overcast Cloudsdale clouds always meant bad weather all around.

Groaning in annoyance, Rainbow stared as Twilight levitated several pillows into the den. “Look, if you’re that worried, just stay over the night.” The unicorn said. Tank flew down from the upstairs balcony and landed next to the cyan pegasus, apparently in agreement to the idea.

“Just don’t snore, okay?” Spike asked from upstairs, having overheard the conversation and having heard from Rarity that Rainbow could wake the dead on the occasions where she did snore.

Sighing, Rainbow gave a nod. “Fine, whatever.” She said, flopping down on the pillows and a sheet drifted down over top of her.

“That’s more like it. Goodnight, Rainbow.” Twilight said with a small smile, heading upstairs to her bed.

Two hours passed, Twilight and Spike were already sound asleep but Rainbow Dash was no closer to following their example. Every sound, every shadow, every moment lightning lit up the room, Rainbow flinched, waiting for Gilda to suddenly be there to pick up where she left off.

“Ugh, what am I doing… I’m acting like a filly.” Rainbow grumbled. “The most awesome superhero and fastest young flier in Equestria doesn’t act like this!” She said angrily to herself. Her eyes suddenly widened in horror as she suddenly saw Gilda inside, right by the upstairs window. Oh no. TWILIGHT! Rainbow jumped out of bed and galloped up the stairs as fast as she could, finding the griffon standing by Twilight’s bed, where the unicorn slept peacefully.

Spreading her armored talons, Gilda glanced over at Rainbow. “Your friend here really underestimates me. Tell me, Dash… wanna flip for how she dies?” She asked. “I call heads.” With that, she raised her claw up, preparing to slash them down where the sleeping unicorn’s neck was. Before she could, Rainbow leaped into the air in a fury, knocking Gilda into the window, pushing it open, and landing on top of Twilight before jumping out after the falling griffon and landing on the ground below.

“Rainbow, what in Equestria is WRONG WITH YOU?!” Twilight yelled angrily from the window, more then a little cranky from the rough awakening.

“GILDA! She’s here! She—“ Rainbow gestured in front of her but found she was otherwise alone outside. The unicorn held a hoof above her eyes and looked about, conjuring a brief flash of light to help her see for a few seconds, but saw nothing unusual.

“Rainbow, there’s no one out there. You were having a bad dream.” Twilight said, calming down as the light spell faded out.

“Twi, I wasn’t! I swear, I saw her here!” Rainbow protested, getting more and more drenched by the moment.

“Gilda’s not here! I told you, there’s no one out here, aside from a very wet pegasus named Rainbow Dash who should really come back inside before she gets sick.” The unicorn answered, giving Rainbow a rather stern look.

“Fine, but I’m staying next your bed for the rest of the night.” Rainbow said, flying back up and through the window. Twilight’s horn glowed and the water flew off the pegasus’ coat forming a blob that then floated outside and fell to the ground with a splash.

“Whatever helps you go to sleep, Rainbow.” Twilight said, closing the window. Just as she was, however, Rainbow noticed the griffon standing outside, then flying away just as Twilight turned around again.

“What now, Rainbow?”

“…Nothing.” Rainbow lied, figuring Twilight had made up her mind already and earning a look from her unicorn friend as Spike rolled up into his bedcovers to go back to sleep.

“Rainbow, if we had an intruder, Owlowiscious would have noticed.” She said, gesturing to her owl.

“Who.” The owl said.

“You, genius.” Spike muttered, letting sleep take him.

“Can’t we just put up a protection barrier or something?” Rainbow asked, hopeful, gaining an annoyed look from the unicorn.

“That’d take me pulling an all-nighter at full concentration, Rainbow, which if you haven’t noticed, I’m currently capable of neither of those things after all that’s happened.” Twilight answered. “I can put up a temporary one that’ll last maybe twenty minutes without my attention, so—”

“GET AWAY!” Rainbow suddenly screamed out, shoving Twilight aside and over the balcony and rushing at Gilda, who had just entered behind Twilight, claws spread for a killing blow. The griffon weaved out of the way and claw-swiped Rainbow, grazing the pegasus’ right wing, then grabbing her and flinging her into Spike’s bed and then into a bookshelf, which promptly toppled over onto the pegasus and juvenile dragon. Peering through, Rainbow saw Gilda sneering at her.

“Rainbow…!” Twilight called out down below, and it sounded like she’d been hurt from the fall. The griffon gazed over at the window and pushed open, climbing into the frame with her wings spread. Lightning flashed in the room again, and she was gone.

“Hey, Dash…your flank’s in my face.” Spike’s muffled voice said from somewhere behind her. Groaning in pain, Rainbow pushed the now empty bookshelf up and rushed to the window, pushing it all the way open and looking frantically for the griffon.

“Thanks.” Spike remarked dryly, pushing the bookshelf up again and letting himself out from under it as Twilight returned to the bedroom and looking a little roughed up from the fall.

“You’re out of control, Rainbow!” The unicorn said, having had it with her friend’s hysteria. “What happened to your wing?” She asked, noticing the scrapes on it.

“Gilda. She was about to claw the back of your neck open!” Rainbow protested, looking out the window again. “Is this your big plan, Gilda?! Make me look like a madmare in front of my friends?!” She shouted furiously.

“I’m taking you to the hospital. That scrape and the bookshelf falling on you got you banged up and I’m too tired and out of patience to deal with these kind of antics all night.” Twilight answered. Before Rainbow could protest, they both vanished from the library, leaving an irritable dragon and the owl to clean up.

“Rainbow owes me a gem buffet for this.” Spike muttered, missing the times Rainbow caused a mess from crashing into the library. “Still, she looked totally spooked. She needs a break from all this, you know?” He asked the owl.

“Who.” Owlowiscious hooted.

“Not now.” Spike grumbled.

~

“She wasn’t easy to handle.” Dr. Stable said, recalling all the struggling the pegasus put up and making the light-brown unicorn doctor wish he’d not gotten the night shift this time. “But we got that wing taken care of...thankfully not nearly as bad as the last time she was here, just some bad scratches. We’ll keep her overnight, gave her some medicine to help her sleep.” He explained. “ She kept screaming about somepony named Gilda. How long has she been like this?”

“Ever since earlier tonight, doctor.” Twilight answered, sighing. “Just keep her strapped down, she’s been acting really weird, went hysterical over nightmares, literally ever since—“ She paused, as if something came to mind. “Oh, stupid stupid stupid!” The unicorn muttered. “Just keep her drugged. I’ll be back later.”

“What are you talking about—“ The doctor began, but Twilight was already gone before he could finish. Sighing, he went off to check in on what had to be his most unusual patient other then Screw Loose.

~

Hyperventilating and trying not to fall asleep, Rainbow lay strapped to a bed, alone and surrounded by dark walls, the window outside providing the only light. Dr. Stable seemed less then willing to believe her protests and it took all her willpower not to come clean that she was Mare Do Well and Gilda was back from beyond the grave as it’d probably just end up in a room with padded walls. Sighing, she hung her head, unsure what to do.

Her thoughts were cut off by the sound of screams, and the door slowly creaking open. A figure flew by, too fast for her to see but she could tell it had wings. Struggling, Rainbow attempted to break free of the bindings, finally pulling them loose and freeing herself. Her injuries hurt, but they didn’t matter. Hopping to the floor, she galloped out the door and down the hall, searching for the griffon she knew had somehow followed her here.

Gem lights flickered, and up ahead, Rainbow saw chunks of wall and ceiling torn away, windows broken, and ponies laying about on the floor, staff and patient alike and a distant barking could be heard in one of the closed rooms down the hall. “Gilda… why…” She muttered, chills running through her body as she felt guilty for them. Turning a hallway, the pegasus shuddered. There stood Gilda, holding the filly trainee nurse by the neck in an iron grip before flinging her aside, Rainbow was unsure if the filly was alive or not as the griffon smirked at her.

“Hello, Dash. It wasn’t hard to guess where your lame-o little nerd friend would take you. My plan to mess up your chances of her believing you that I’m back went great, wouldn’t you say?” The griffon asked with a laugh. “Call this your preview.”

Rainbow grit her teeth angrily. “I’ll end you right where you’re standing, Gilda.” She said, her tone completely livid now.

“Riiiight, Dash. What’re you gonna do? You hardly stood a chance against me at your prime, what do you expect to do with an injury? Bore me to death with an even easier kicking of your flank?” The griffon asked with a smug sneer. Just as she finished talking Rainbow lunged at her in a fury, but the griffon dodged, causing the pegasus to tumble across the ground and crash into a wheeled table behind where Gilda stood. Growling with rage, Rainbow got back up and charged, attempting a flurry of hoof strikes. Gilda moved backward, blocking and dodging every one of them till one lucky hit managed to get her in the chest, causing her to stumble backward a little but otherwise appeared completely unharmed.

“Really, Dash, you’re lamer then ever now. Maybe a little motivation’ll help, check out my work of art!” She said, reaching into one of the pitch black rooms and pulling out Twilight’s limp body. “Why did you let her kill me so horribly, Dashie? Whyyyy?” The griffon asked, mimicking Twilight’s voice in a whiny tone as she shook the unicorn’s body in her grip.

~

Screaming, Rainbow jerked up out of her hospital bed, only to be pulled back down by the restraints. Taking several breaths and looking around the dark room, hearing only the wind and occasional thunder outside, Rainbow looked downward. “A dream… just a dream…” She muttered.

“About time you woke up…” Gilda’s voice said as the griffon stepped out of the shadows. “I was waiting for you to come to, so I could enjoy a little alone time, Dashie.” The griffon explained, spreading her armored talons on her right claw as she hopped onto the bed, pinning Rainbow down. “So how shall we go about this before I go after your friends? Maybe I can see if these come off?” She mused, tracing a talon along Rainbow’s left flank, where her cutie mark was. “Or maybe I’ll make sure you never fly again…” She considered, chuckling as she grabbed Rainbow’s injured wing and squeezed it tightly, causing the cyan pegasus to cry out in pain. “Or maybe something worse, so many cool ideas, Dash.” She said, her beak barely an inch from Rainbow’s muzzle as the pegasus struggled.

Finding the strength, Rainbow pulled her left hoof free and swung it as hard as she could at Gilda’s chest, knocking the griffon off her and onto the floor. Immediately, she leaned over and tugged the other restraint loose and freed herself. Gilda meanwhile, stood back up and darted out the door.

“You’re not getting away this time, Gilda!” Rainbow shouted furiously, galloping after her and past several surprised staff. Stopping at a stairway in the darkened hall, Rainbow looked around for any sign of the griffon. The storm raged on outside, distracting her for a second, then Rainbow turned back around, only to be greeted by Gilda’s claw as the griffon dropped from the ceiling and smacked her hard enough to knock the cyan pegasus off her hooves and tumbling down the stairs. Reaching the bottom, Rainbow Dash lay sprawled across the floor for a moment, aching all over from her tumble as she tried to stand, only to get dive-bombed by the griffon again, sending her crashing into a wall.

Tears forming in the pegasus’ eyes, Rainbow curled up in a ball. I can’t beat her… I can’t win… I’ve failed… the words echoed in her mind. It was like all her worst nightmares had come true now. “Go on, just kill me…” She whimpered. Normally she’d hate herself for acting this way, but by now, she felt as though all hope abandoned her and it all ending felt like the only relief in sight.

“Aw, come on, Dash… what would be the fun in that?” Gilda asked with a laugh, approaching then grabbing the pegasus by the throat and shoving her up against the wall. “I'm just gonna bring you to an inch of your life and finish off your friends while you’re recovering, unable to stop me.”

Rainbow struggled at the threats, but found no strength left. “You’ll never be rid of me, Dash. Even if you end up in a nuthouse for the rest of your life, I’ll be there, just to haunt you the entire time, like you deserve for betraying me...”

Rainbow closed her eyes, and she suddenly heard a door, and Twilight’s voice.

“Rainbow Dash!” Everything was blurry when she opened her eyes, Gilda’s vice grip was inescapable but she could see Twilight standing behind the griffon.

“…Twi…” Rainbow muttered, struggling.

“Rainbow, listen to me, there is no Gilda! She’s NOT REAL! You're imagining her!” Twilight shouted out firmly as hospital staff began coming down the stairs.

“She’s… right here… I… I can’t breathe…” Rainbow choked out, feeling the griffon’s grip tighten.

“No, she’s not!” Twilight shouted as she approached, looking at the pegasus who now was unknowingly pressing her own hooves against her throat, strangling herself. “It’s a hallucination! You’ve been poisoned! She’s only in your mind!”

“If she comes any closer I won’t hesitate to tear her throat out first, Dash...” Gilda warned, her golden eyes narrowing dangerously at Rainbow’s own.

“No…” Rainbow said, her once defeated expression fading as the final, repressed traces of the determination she lived by began to surface. “You’re not real. YOU’RE NOT REAL!” She shouted, throwing the griffon off of her. To Rainbow’s surprise, the griffon fell through Twilight, like a ghost while the unicorn approached, completely unaware of Gilda’s presence. Gilda dug her talons into the floor to stop herself and approached again.

“Your memories, and the fact that with every little hero outing you take, you’re going more and more crazy, Dash. Admit it, you’re such a lame, messed up loser it’s only a matter of time before you’re as insane as you think I am! That all makes me very, very real!” The griffon said in a venomous tone.

Rainbow drew in breath, letting air back into her lungs as Twilight levitated a small vial from her saddlebag and floated it over to the pegasus. “Drink this. Now. She ordered. The griffon screeched angrily and spread her wings, flying right at Rainbow Dash as the pegasus quickly drank the liquid contents down, and the apparition evaporated into black smoke that faded into nothingness right before reaching her and Twilight.

Collapsing to the ground, Rainbow felt all that overwhelming fear seem to fade along with her imaginary assailant. Taking a few breaths, she looked up at Twilight. “Hey, Twi… how's it going?” She said with a smile, before falling sound asleep and the doctors rushed over to tend to her.

~the following evening~

Decepto paced about in the crypt he’d made into his headquarters in the Hollow Shades. His new gear would be ready soon enough and with Mare Do Well by this point a broken, self-injuring mental case he had nothing standing between him and making a big comeback performance. “A more appropriate end for her I couldn’t have imagined.” He said, smirking under his helmet.

Right as the words left his mouth, the doors burst open and Mare Do Well dive-bombed him into the wall. Thrusting his hoof out, Decepto glared at the costumed pegasus.

“Nullae satisfactionis—“ He began chanting but was immediately hoofed in the face, cracking the massive green eyeball his helmet resembled. Another blow and it busted open, revealing Smokin’s terrified face.

“How did you…?!” He asked, shocked to see her as healthy as ever.

“Clever trick, Decepto. A panic-inducing hallucinogen introduced into the mist around the village?” She asked, recalling how Twilight had summed it up for her. “Luckily I have a friend who figured it out, and knows somepony who knew this particular poison and how to brew a cure for it!” She said, delivering a hoof to the costumed villain’s chest, knocking the wind out of him. “I’ll give you credit, you had me thinking I was haunted by old ghosts for awhile. Came real close to winning, too.” She said, promptly flinging him into the table where he’d laid his gems and beakers.

“If you had any more of it, I’d feed you every last drop of it, but unfortunately I’m no egghead, so I wouldn’t know it if I saw it, and I’ll settle for beating you senseless and making sure you end up in Alkatrot this time!” She said. Before the unicorn magician could answer, Mare Do Well slammed her hoof as hard as she could into his face, knocking him out cold.

~

“He’s out.” Mare Do Well said, emerging from the crypt with the unconscious Decepto slumped over her back as she was greeted by Twilight. “I wish I could have done worse, I really meant it when I told him I’d have loved to give him a taste of his own medicine, it’d have been the perfect payback to send him off to Alkatrot with.” She said.

“Just be glad it’s over, Mare Do Well.” Twilight said, looking around with a smile.

“Yeah, some of what Gilda told me, though… Twi, do you think there’s a chance I’m crazy for doing all this? Or that I could go crazy from it?” Rainbow asked, sliding up her mask.

“Rainbow, you’re a loyal and dedicated pony. That was all in your head thanks to Decepto's poison, you can’t trust what it said, it’s what Decepto wanted you to think.” Twilight said, assuringly.

“I guess… but still, I really thought Gilda had somehow come back, I guess I still… I dunno…” Rainbow answered, shaking her head.

“Some unresolved grief you want to talk about, Rainbow?” The lavender unicorn offered, concerned.

After a pause, Rainbow shook her head again. “Nah, I’m fine. Let’s just get this piece of garbage to Alkatrot before I decide to do anything else to him that’d require a lot of surgery.” The pegasus said bitterly.

“If you say so. I suggest you write Celestia about it later, though. She'll want to know how you're doing...” Twilight said, closing her eyes and preparing the teleportation spell, and soon, the ghost town known as the Hollow Shades was once again deserted.

~

Dear Princess Celestia

If there is one thing I can admit to having always been afraid of, it’s that fear of losing, of failure. No other time do I ever feel so helpless, and that’s the worst feeling in the world for me.

Decepto had found a way to bring that out of me, I was drugged and started having hallucinations of someone who was once my best friend, but grew into my worst enemy. Gilda hurts me on a level none of my other enemies truly understand and I hope they never do. She reminds me of what I did, and what I could have done to have possibly made things different. I feel guilty for her death, but I had to protect Cloudsdale. My friends told me she was never a real friend, and I was better off without her, but was she better off without me? Did I stop her from stooping to some of the things she did after we stopped being friends?

I don’t know. But when I thought I was facing her again, I didn’t stand a chance. She threatened to kill my friends who I swore I'd protect, and I was helpless against her every time I tried to stand up to her, my worst fear, that my loyalty to my friends and those I care for won’t be able to save them. It was Twilight’s dedication that helped save me, when I was able to realize it was all in my mind, I found enough strength to fight back again and save myself when seconds ago I had felt truly beaten. I don’t know what I’d do without her, or any of my friends, and I don’t ever want to find out. I would give my life to protect them, and everypony from any threat, anywhere. It’s what Mare Do Well does, and what I have to keep doing.

Your faithful subject,

Rainbow Dash

Author's Note

And there we have another chapter finished! Darker then the last ones? My opportunity to finally homage some of my favorite superhero animated works memorable Nightmare Fuel episodes(JLA's "Only A Dream", Teen Titans' "Haunted", BtAS's "Dreams In Darkness") has finally come to pass. Hope you all enjoyed and I'll be working on the outline for the next chapter as soon as I can!

No villain profile, but here's a quick sketch I drew of Razorbeak, borrowed from a Gilda pose. Far from the best I can do, but most of my art supplies are all either missing or need replacement. Enjoy!

Fading Dreams

“Oh my gosh, oh my gosh…” Rainbow rambled as she paced about her cloud house, trying to make sure she got everything she needed in her saddlebags. The time had finally come, her return to Wonderbolt Academy. She was looking forward to seeing Spitfire again, and now that she was a Lead Pony instead of Wingpony, she’d have to really show them her stuff and be a step closer to achieving her lifelong dream. Tank flew about her room, watching as his owner would frequently disappear into her closet and come back out with something or another, and barely had time to dodge an airborne Daring Do book that somehow landed perfectly in one of the saddlebag pouches.

“Score!” Rainbow said, raising her hoof in success. “Oh… sorry, Tank,” she remarked, grinning sheepishly when she’d realized the book had almost hit him. Finally, she felt almost done, but something was missing. “Hey, Tank… am I missing anything? I feel like I am,” she mused. The tortoise descended onto a box that was peering from under Rainbow’s bed, looked down at it, then up at her.

“The Mare Do Well costume?” she asked, raising an eyebrow. “I won’t need it, I’m gonna be off training. Consider this Mare Do Well’s time off!” After that experience with Decepto and the Hollow Shades, she needed some way to unwind that beating up robbers and the occasional second-rate supervillain wannabe didn’t help for her. The tortoise looked down at the box again, then at her, as if he suspected she wasn’t being entirely honest with him.

“No, Tank. I’m not bringing it with me,” she said, turning her head. Memories of what she’d told Celestia came to her then, about how she needed to keep at it. “Come onnnn…” she whined at her pet tortoise, who saw right through any denial she attempted.

~

“Well, guess this is goodbye for now. Hope you all won't be too bored without a pony as excitingly awesome as me around to liven things up!” Rainbow said as her friends were gathered about.

“Ya take care of yourself, got it?” Applejack said. “Ah’d consider payin’ a visit but last time kinda got us an unexpected free-fallin’ experience,” she joked. “So just write us or somethin’ alright?”

“Yes, while I won’t deny Thunderlane’s not half bad-looking, I’d rather keep my hooves on the ground for the moment, thank you.” Rarity said with a smirk.

“You have fun Rainbow Dash! I’ll be sure to send you a care-package and take EXTRA special care it gets to you like it has to, and I’ll make sure the mailpony doesn’t squish it either!” Pinkie Pie said, hopping up and down with excitement. “Ooh, maybe you can show them all the stuff you do as a superhero, I mean, most of them probably remember from Cloudsdale so it's not like you're giving yourself away or anything so that’d be way cool!”

“Yeah, it would be pretty cool,” Rainbow said with a laugh. “But I’m gonna have a lot to handle already when I get there. Spitfire’s gonna work us hard and I’m looking forward to every second of it!” she then looked at Fluttershy and Tank.

“You behave, buddy, got it?” she asked the tortoise, who nodded slowly.

“Don’t worry, he’ll be with his friends at my place. I’ll take good care of him,” Fluttershy said, patting Rainbow’s shoulder with her hoof.

“I know I can count on you, Fluttershy.” Rainbow said with a smirk. “Well, I’ll see you girls in a week!” She said, turning to leave, when she heard one of them catch up to her. Twilight.

“Rainbow…” Twilight asked, shifting a little where she stood. “You didn’t bring anything… not on the lists they gave, did you?” She asked.

“I brought the latest Daring Do book you got me, not on the list but they aren’t against things like that.” Rainbow said, glancing sideways.

“That’s not what I’m talking about, Rainbow,” Twilight said sternly. She knew Rainbow knew what she meant. “Not planning to go out on patrols every night are you?” she asked. “With the stuff you’ll be doing at the academy you’ll be too worn out for that.”

Rainbow immediately began to shift awkwardly.

“…I knew it,” the unicorn said. “You’re obviously not as into becoming a Wonderbolt as you used to be or you wouldn’t have even bothered to bring the Mare Do Well costume along.”

Rainbow glared. “How can you say that? It’s been my lifelong dream!” she protested.

“Then why bring the costume?” Twilight asked. “Did you think you could do both? You freak out when stuff takes away from your patrols. Spitfire’s not gonna be happy with you if you’re dragging your hooves through your exercises without any explanation.”

Rainbow was unsure how to answer that, she glanced about nervously, trying to think of a way out, and Twilight’s words did have more impact then she expected. She could handle both, couldn’t she? Of course she could! She’d train to become the kind of Wonderbolt her mother was remembered as while being a hardcore superheroine too. “I… I don’t know why I have it. Maybe I just… I dunno. I gotta go now, even as unbeatably fast as I am I’ll be late if I stay here chatting, Twi. Seeya in a week!” she said abruptly, spreading her wings and speeding off.

~

“Hm, place hasn’t changed much,” Rainbow mused as she came down, surprised by how underwhelmed she was compared to the last time she’d been here. Well I’ve been through a lot crazier stuff. she thought to herself. Still… a smirk came to her face as the afternoon breeze filled her wings. “It’s great to be back!” Landing, the pegasus saw Cloudchaser, Bulk Biceps, and Thunderlane had beaten her there, and Lime Jelly arrived moments after she did, followed soon by the others.

“Well, well, at least none of you cadets were LATE!” Spitfire shouted, touching down flanked by her two guards. Rainbow couldn’t help but smirk from the Wonderbolt captain putting on her Drill Sergeant act when she knew Spitfire to be quite different without it.

“I’m sure every one of you is thinking ‘how hard can this time be? I already handled the stuff I went through first time’,” she said, pacing past the cadets as they were lined up. “You couldn’t be more wrong! That was the foal stuff to weed out the less qualified!” she said. “Trust me when I say this is the next level. Now I expect you all to suit up and be back out in no less then one minute! Same dorms as before, I trust you remember them, now move!” The yellow pegasus shouted, blowing the whistle and Rainbow and the other cadets gave quick ‘yes ma’am’s and sped off to their designated locations and returned in their cadet uniforms in the ordered amount of time.

“Not bad, you took exactly one minute to all return. I hoped for less then that. You’ll be doing one speed flight…” she ordered, “Through the course NOT marked for entry level!” she finished, gesturing to what looked like a significantly more perilous course then the lap track that lead to several mountain caves and blew her whistle again. With a grin, Rainbow Dash took to the air, followed by the others, and they were soon on their first exercise down a new course that would send them around the mountains.

Weaving through the cloud rings, Rainbow Dash had to admit the other cadets had definitely improved on their flying speed, though she was still well ahead of them, having already made it up to what she was certain was halfway through. A turn was coming, some clouds around it near the cloud ring she had to pass through set as obstacles. Getting closer, she was just about to reach the cloud ring when suddenly an explosion of purple fire burst from one of the clouds right in front of her, making a sound that resembled a shrill shrieking like certain fireworks or a scream of some kind, causing the pegasus to spin backwards out of control. Losing altitude, Rainbow turned herself over and beat her wings as hard as she could, flying back up, only to suddenly be beset by more bizarre purple fire explosions that prevented her from going any further.

“Rainbow, why are you stoppi—“ Cloudchaser said approaching behind only to be cut off by another explosion of purple flames that startled her and the others.

“Everypony, we gotta turn back, somehow I don’t think Spitfire set this up…” Thunderlane suggested.

“No way, I’m sure it’s just another challenge! I gotta get to the end of this!” Rainbow insisted, about to move but Bulk Biceps grabbed her tail with his teeth, tugging her back and earning himself a hard glare.

“He’s right, Rainbow. This is way too dangerous to be a test she wouldn’t tell us about,” Lime Jelly said, barely avoiding another explosion and yelping when her leg got burned. Rainbow Dash nodded.

“You’re right. No way would this be happening on our first day,” she said. But if this wasn’t a test, who set this up? Perhaps Mare Do Well would find out… no, this was her time off. She was Rainbow Dash, future Wonderbolt for a week, not Mare Do Well, present-day superhero pony! Her thoughts were interrupted by more shrieking explosions of purple fire that went off all around them. “Let’s go! Now! Fast!” Rainbow ordered and she and the cadets flew back the way they came. As soon as they were gone, a figure emerged from one of the mountain caves and let out a sinister laugh before retreating back into the shadows.

Landing back on the runway, Rainbow galloped over to Spitfire, who turned and regarded her with a puzzled expression.

“Alright, I know that course is a step up for you ponies but I wasn’t expecting it to overwhelm you that easily,” she muttered, clearly annoyed.

“It’s not like that, Spitfi—I mean, ma’am…” Rainbow Dash said. “We were reaching the halfway point and suddenly all the clouds started exploding! Like purple fire, weird shrieking sounds, the works, we had to turn back! Look at Lime Jelly!” she said, gesturing to the injured green pegasus. Spitfire came over, noticing the burn on her foreleg. “I see. Nothing too serious, thankfully,” she looked at Manerick. “You, get her to the clinic and have her tended to!” she ordered; then looked back at Rainbow and the other cadets as the mustached pegasus guard saluted and lead the injured cadet away. “Did you see anything else? I’d think you of all ponies would notice if there was anything or anypony unusual there,” she asked.

“No, ma’am.” Rainbow said. “I didn’t see anything else, we didn’t exactly have a chance to really look around.”

“I see,” Spitfire answered, then looked at her remaining guard. “Whiplash, gather a team. We’re gonna scope the area out and look for anything suspicious. If somepony or something is here to start trouble we gotta deal with it,” she ordered.

“Yes, ma’am!” the other pegasus said with a salute and flew off to gather some other instructors as Spitfire again returned her attention on Rainbow Dash.

“In the meantime, you ponies get to the mess hall, dinner’ll probably be ready soon anyway. Don’t worry, we’ll handle this,” Spitfire ordered.

“Yes, ma’am!” Rainbow said, though with less enthusiasm then she wanted and hoping the captain didn’t notice. With that, she and the other cadets quietly flew over to the mess hall.

~

“Well, I think we can all agree that was intense,” Rainbow said, breaking a long silence and stroking the table with her hoof while sipping her drink.

“More intense then the time you saved DJ PON-3 from Shockwave?” Cloudchaser asked, causing the pegasus to do a spit take.

“’Scuse me?” Rainbow asked, looking at the other pegasus in shock.

“Come on, think we forgot about the whole Cloudsdale thing? It’s not hard to guess who’s been running around in that costume lately,” Cloudchaser said.

“Forget Shockwave, what about saving Trixie from that Decepto guy?” Thunderlane asked. Rainbow could only blush. Moments later, Lime Jelly arrived with bandages over the burn she’d gotten.

“What’s up?” she asked, clearly in better spirits.

“Oh, we just wanted a certain superhero pony to tell us about her adventures!” Cloudchaser said.

“YEEEAAAHHH!” Bulk Biceps shouted, flexing.

“Hey, hey, I never said I was Mare Do Well, for all you know, somepony else could have threw on the costume after I retired from it,” Rainbow said nervously. “Like… uh, Spitfire! I mean she’s captain of the Wonderbolts, and she was really something in the battle for Cloudsdale too!” she said, shortly after the words left her mouth, Spitfire arrived.

Well, speak of Tartarus… Rainbow thought in amusement as the captain approached the group.

“We did a full search, cadets. There was nothing out of the ordinary, aside from the clouds missing around the halfway point. Whatever was out there was already gone by the time we made it over,” she explained. “Rainbow, as Lead Pony I ask you keep me posted on if anything else happens during exercises tomorrow.”

“Yes, ma’am!” Rainbow answered with a salute, and with that, Spitfire left.

Once the captain was gone, Lime Jelly smirked. “Nice try, Dash. There’s no way Spitfire would have the freetime to be Mare Do Well. I mean… being a Wonderbolt while being a crime-fighting superhero? That’d be, like impossible!” she said. As the words left her mouth, their impact hit Rainbow Dash with a sudden realization that made her go numb.

“Are you okay, Rainbow Dash?” Cloudchaser asked.

“Y-yeah… peachy-keen!” Rainbow said, forcing a grin. “Look, you guys go on and eat without me. I-I’m gonna go get some air, okay? Be right back!” she said, spreading her wings and flying out the door.

~

Rainbow descended to the ground and slowly walked down the stairs from the mess hall. When she finally reached the foot of the stairs, she sat down and stared at the night sky. The moon was out, but it seemed unlikely Luna would be there to give her any advice. Lime Jelly clearly didn’t mean any harm in what she said, it was just she’d brought up a matter Rainbow had barely given any thought to when she decided to go back to being Mare Do Well.

She wanted to be a Wonderbolt, just like her mother. It had been her dream since she was old enough to start having one. But now, she felt so right when she wore the Mare Do Well costume, she felt like she did when she had her daydreams about being a Wonderbolt. Mare Do Well wasn’t a costume she wore, and she wasn’t who she was on the inside either. Mare Do Well was a part of who she was now. She’d let the pent-up guilt she’d held back since preparing to come back here flow into her mind. How many ponies would be in danger because she was here? What if Shockwave or Decepto or Frostmare broke out of Alkatrot and caused trouble in her absence? What if some new villain came on the scene? What if Big Shot went through with whatever his master plan was? What if disasters like the fire she rescued the filly from so long ago happened? So many what-ifs she’d tried to hold back. Sure, if she was there she’d handle any one of them in seconds and be kicking back the rest of the night with a strong sense of accomplishment and a touch of pride on the side, but now it felt like some kind of temporary…

…abandonment…

“Didn’t expect you’d be out here when there’s food inside, Rainbow,” Spitfire said, addressing the pegasus by name instead of saying ‘cadet’. “Care to tell me what’s on your mind?” she asked.

“Nothing,” Rainbow said, earning a look from the Wonderbolt captain. “Okay, it’s like this… I’ve had a lot go on lately, mostly—“

“Mare Do Well. I know, I’ve kept all the articles,” Spitfire said with a smirk.

“Wha… you have?” Rainbow asked, agape.

“Any reason I wouldn’t?” Spitfire asked. “You’ve done a lot of good as Mare Do Well, I’m rather amazed you came back.”

“Of course I would! Think I’d abandon my destiny in favor of something that’d just hold me back?” Rainbow asked instinctively, only prompting the yellow pegasus to raise an eyebrow at her.

“Do you even know what you mean by that?” Spitfire asked, earning a confused look from the younger pegasus. “Rainbow Dash, the Wonderbolt mantra is to always follow your dreams. Which reminds me, you may not believe this, but my dream of becoming captain of the Wonderbolts was inspired by my hero, Captain Firefly.”

Rainbow was once again agape. “My… mom… was your hero?” she asked.

“Your mom, huh?” Spitfire asked. “That would explain a lot. She was brave, determined, and loyal to everypony. She was always pushing herself to be the best, but always slowed down to help somepony who needed it. Soarin and I even pledged once we graduated high school, we were gonna do whatever it took to get accepted into the academy and become the next Wonderbolts… unfortunately, we didn’t make it in till after she retired…” she explained. “…At least I still got to meet her when I was a filly, got her autograph and a picture from an awesome air show she was in!”

Rainbow Dash tried to imagine all that. Her mother may have been her inspiration to become a wonderbolt, but it was weird learning her biggest idol wasn’t much different from herself long ago.

“Rainbow Dash, whatever happens, so long as you keep working to be everything you can be, you have my support. But until then, I suggest you go rejoin the others and take it easy for the night. Tomorrow’s another day and believe me it’s only gonna get a lot tougher from here,” Spitfire explained as she turned to leave, and once again the pegasus was alone with her thoughts.

~

“An overcast sky all around, and lots of storm clouds all dormant. The team was very diligent in setting this up for you…” Spitfire explained to the cadets. “You MAY recall the time you were required to clean up regular ol’ clouds, right? Well this time you’re dealing with something a little more dangerous… storm clouds. With all the rainwater and lightning it comes with,” she said, a dangerous gleam in her eyes. “Remember, unlike the task you were given last time, this can NOT be treated like a race. You must use caution and care if you’re going to clean this up properly. One wrong step, and I’m sure any weatherpony knows what happens if these clouds get disturbed…”

Rainbow looked over at her current wingpony. Leads and wingponies had been swapped about among the others for variation and learning to work with others, and this time, Cloudchaser was appointed Rainbow’s teammate. “Ready?” the other pegasus asked.

“Heh, this’ll be a piece of cake,” Rainbow said with a grin.

“Are you all set, cadets?” Spitfire shouted.

“YES MA’AM!” the cadets shouted in unison.

“Then GO!” the captain ordered, blowing her whistle and the ponies were off to their designated areas.

Rainbow moved as fast as she could without leaving Cloudchaser too far behind. The idea was to spread out and cover more ground, but remain close enough to help eachother out in case something went wrong. As she moved, however, Rainbow saw what she thought looked like a Wonderbolt zip by from behind one black cloud and behind another. No, wait, it wasn’t. Their costume didn’t have a black and purple color scheme…

Her thoughts were suddenly interrupted by faint laughter. Not a playful laugh, but a cruel, menacing one.

“Cloudchaser, did you hear that?” she asked her wingpony.

“Hear what?” Cloudchaser asked, dissolving a storm cloud successfully.

“It was—“ Rainbow began and suddenly she saw what looked like a burning sphere of purple fire come flying out from behind a cloud, striking the one in front of her in a violent, fiery purple explosion and emitting a horrific shriek, knocking the cyan pegasus backward and plummeting towards the ground. As she fell, she noticed a odd pegasus silhouette emerge on a cloud, watching her fall.

“Rainbow Dash!” Cloudchaser sped down as fast as she could towards her falling teammate, catching her with her hooves. “Rainbow Dash, are you alright?” she asked.

“Yeah… I’m fine…” Rainbow answered, shaking her head to fight off the dizziness and looking up, noticing the mystery pegasus was gone.

“What was that?” Cloudchaser asked.

“I don’t know, I saw some pegasus in a weird outfit and suddenly some purple fireball came my way!” Rainbow said.

“Weird like fashion disaster weird or weird like supervillain-weird?” the other pegasus asked.

“Definitely the second, I didn’t get a good look but it was like the Wonderbolts’ uniforms, except with dark colors, like remember my Nightmare Night costu—“

Suddenly, before Rainbow could finish they were rained upon by more fiery purple spheres that began exploding all around them.

Barely avoiding the explosions as they began obliterating storm clouds and activating others, Rainbow Dash and Cloudchaser flew back up as fast as they could.

“We gotta go warn Spitfire! Now!” Cloudchaser said urgently.

“But we gotta find the others!” Rainbow replied, dodging another purple fireball that exploded into a cloud next to her in a burst of purple flames and smoke.

“We get Spitfire, she can get the instructors to take care of them. Come ON!” Cloudchaser insisted, Rainbow grimacing as she followed but knowing her wingpony had a point.

~

“Back again early?” Spitfire asked, though this time more concerned.

“Captain! Somepony attacked us! They were using some kind of magic fireballs we barely got away!” Cloudchaser explained.

“I saw them, only for a second. Pegasus wearing an outfit that looked like a Wonderbolt uniform, but it was purple and black. Didn’t get a chance to get a good look at anything else about them,” Rainbow said. “What’re your orders?”

“I’ve never heard of any Wonderbolt matching that costume. I’ll get the instructors right away.” With that, she blew her whistle as loud as she could, but the moment she did, countless explosions of purple flame went off in the clouds surrounding the academy and within them, the laughter Rainbow remembered from earlier could be heard, but it grew louder and escalated into a psychotic cackle. The three ponies looked up, and descending down towards them, leaving behind a trail of black smoke and purple lightning, was the pegasus Rainbow had seen earlier.

It was a mare, with a faded blueish-gray coat and a purple and gold-streaked mane and tail in a wild style that’d make Vinyl Scratch look well-groomed. She wore a purple and black costume identical to the false Wonderbolts Nightmare Moon had attempted to deceive Rainbow Dash with so long ago, with luminous yellow goggles over the eyes and a skull mark on the flanks of the uniform. As she came to a stop, the smoke billowed around her and the purple lightning sparked about as she hovered in the air, her wings flapping to keep her in place as she flashed a grin that showed tiny fangs then let out another crazed laugh. "Anypony up for being on the receiving end of a little widespread chaos and carnage, raise your hooves and say AYE! Whaddya say, Captain Spitfire?" she shouted, giving a challenging glare at the Wonderbolt captain..

“Instructors! Go find the cadets NOW! Cloudchaser, Rainbow Dash, go help them and bring them back to the mess hall when you find them. I’ll deal with this intruder,” Spitfire ordered.

“We can’t leave you by yourself!” Rainbow insisted, looking at the costumed mare who sported a sinister grin as she remained where she was.

“That’s an ORDER, cadet!” Spitfire said firmly, and Rainbow Dash promptly nodded and she went off to follow the instructors and Cloudchaser. Now alone with the intruding pegasus, Spitfire took to the air and hovered in front of her, the two circling eachother for a few moments. “I don’t know who you are, or what you’re expecting to accomplish here, but I don’t take well to psychopaths showing up to cause trouble at my academy…” Spitfire said, throwing aside her sunglasses.

“Of course you don't know who I am! If I wanted anypony to, think I'd wear this mask?" the other pegasus said matter-of-factly with a laugh. "You can call me Shadowbolt. Not that it’ll matter because I’m not expecting you to fly away from this… scratch that, I do just not in one piece!” the mare sneered with a dangerous chuckle, suggesting she may have been more then a little bit deranged as she raised up a hoof and suddenly a flaming purple sphere formed above it, a ‘face’ made of menacing ‘eyeholes’ and a jagged ‘mouth’ briefly appearing on it before she flung it at the Wonderbolt captain. Spitfire weaved out of the way, the purple fireball hitting the ground behind her and exploding on impact. Shadowbolt then summoned two more, flinging them one after the other as Spitfire flew past them, slamming her hoof into the costumed villain’s chest and sending the other pegasus into a wall. Before Shadowbolt could move, Spitfire was already upon her, striking her several times with her hooves, causing the villain to grunt with each blow.

“Had enough?” Spitfire asked, drawing back her hoof to deliver another strike.

“Try me!” Shadowbolt said with a sinister grin, and suddenly purple lightning surged from her body, shocking the Wonderbolt captain and sending her falling. Before she even hit the ground, Shadowbolt summoned another purple fireball and flung it at her, the explosion sending Spitfire tumbling backwards across the runway. “How do you like my shadowbombs? Pretty nasty, huh? Perfect for handling pesky clouds and tough-stuff pegasus aerobats!” she said with a crazed laugh, creating more and flinging them as soon as they’d form. Spitfire rolled out of the way of the explosions; even though she was a pegasus that purple lightning still stung, and the shadowbombs were overwhelming when Shadowbolt was throwing them so rapidly so long as she remained on the ground. Taking to the air, Spitfire flew straight up and then swooped down, resuming the fight.

Amongst the clouds, Rainbow Dash saw that the weather had grown more chaotic. Storm clouds were waking up, and they’d managed to recover most of the cadets.

“Who’s left?” Rainbow asked urgently.

“Just Lime Jelly and Bulk Biceps,” Whiplash said.

“Found ‘em!” Thunderlane shouted. The two were surrounded by violent storm clouds that crackled with lightning all around. Immediately, Whiplash and Manerick flew in with several other instructors and cleared the clouds away.

“You alright?” Whiplash asked.

“…YEAH!” Bulk Biceps shouted, his resolve back.

“I’ll be alright,” Lime Jelly said with a small smile.

Rainbow looked back towards where the academy was. Purple light from explosions could be seen in the distance. “Get back to the mess hall. I’ll meet you all later,” Rainbow said, speeding off before anypony could answer, though many of them already had a pretty good idea what she had in mind.

~

Spitfire barrel-rolled away from a bolt of purple lightning Shadowbolt fired from her hoof, then moved upward avoiding another shadowbomb. Swooping at her, a fiery aura began to surround the Wonderbolt captain as she moved at incredible speed, slamming into Shadowbolt and sending the costumed villain somersaulting in the air before turning around to do it again, but this time Shadowbolt was prepared and weaved to the side, firing a blast of purple lightning that struck Spitfire’s wing, causing the pegasus to rapidly lose altitude and fall toward the ground while the crazed villainess laughed madly as she watched.

Suddenly, she felt somepony catch her, looking up behind her, Spitfire found herself face-to-face with a dark blue-masked muzzle that belonged to Mare Do Well.

“Look, I’m grateful for your intentions, but this would be considered disobeying an order…” Spitfire said. The last thing she needed was for Rainbow Dash to get herself killed by this maniac.

“The others are safe now. The instructors got them to the mess hall. I just came back to help, and do what I do best,” Mare Do Well answered. “You alright, ma’am?”

“I’ll be fine, but my wing’s gonna need attention before I use it again. Hate to admit it but Shadowbolt there tagged me pretty good.”

Before Mare Do Well could answer, suddenly two more shadowbombs suddenly came flying in her direction, followed by sinister laughter. The costumed pegasus weaved out of the way to avoid them.

“HELLOOOOOOOOOOO! FORGETTING SOMEPONY?!” Shadowbolt called out. “And they think ME rude!” she said, giving a sideways glance as though she were addressing an imaginary audience. With a crazed laugh, she raised her hoof up again as purple lightning danced around it.

“Oh Tartarus…” Mare Do Well muttered, dropping altitude and barely dodging another lightning bolt, then moving to the left, then the right, avoiding another pair of shadowbombs that flew past her and exploded behind her. Moving at high speed, Mare Do Well flew past Shadowbolt, causing the villainess to spin a few times.

“Nice to see you show up, Mare Do Well, but you’re not getting away that easily!” Shadowbolt shouted with a laugh, flying after them. Due to having only herself and Mare Do Well carrying Spitfire, the villainess soon caught up to her, then swept past her, then flew in circles in front of the two pegasi and just as they were about to reach her, a tornado formed and came straight at them, Shadowbolt’s insane cackling could be heard and suddenly a flurry of shadowbombs flew out of the tornado in random directions, exploding whenever they hit anything.

“Over there!” Spitfire gestured to several thicker, higher clouds, and Mare Do Well complied, flying her up to them. “The vortex won’t reach us from up here,” the Wonderbolt captain explained and Mare Do Well placed her down on the cloud and landed beside her to take a few breaths. As they did, though, they noticed the tornado suddenly dissipate, and Shadowbolt was missing.

“Wait, where is she?” Mare Do Well asked quietly. Spitfire looked around but saw no sign of her. From what she’d seen of the pegasus, Shadowbolt seemed more likely to just blow up every cloud she saw if she were still looking for them. Unless she wasn’t here anymore…

“Mare Do Well, she’s gone after the others! Go deal with her!” Spitfire said.

“What about you? You're injured I can't go without you!”

“Whether you carry me or I try to fly with an injured wing, I’m only gonna slow you down. I can catch up later with a cloud ride. Go now, that’s an order!” the captain said firmly.

“Yes, ma’am.” Mare Do Well said with an instinctive salute, then sped off back towards the academy, while Spitfire worked on tearing a piece of cloud loose to ride back.

~

“Definitely not like last time…” Lime Jelly said.

“I’ll say, last time I don’t remember crazed pegasi throwing explosive purple fireballs at us!” Thunderlane said.

“We oughta do something. I feel so useless just hiding in here!” Cloudchaser said.

“Spitfire doesn’t want any of you in danger, you need to do as she said,” Manerick stated.

Suddenly a series of explosions blew away the entire wall they were near, sending cadet and instructor alike flying. Coughing, Cloudchaser struggled under the rubble that had fallen on top of her and turned at the sound of familiar sinister cackling as Shadowbolt took that moment to stride in.

“Too bad she won’t be getting what she wants,” Shadowbolt said. “This being the mess hall, any chance I can grab a bite? Wanton slaughter has a way of working up a killer appetite, let me tell you!” Laughing at her sick joke, Shadowbolt raised a hoof, and another shadowbomb formed over it and flung it past them, blowing up one of the tables. Whiplash and Manerick immediately leaped into action, flying straight at the pegasus, only to be struck down by twin bolts of purple lightning as she threw her head back and let out a loud, crazed laugh. “Now THAT felt good!”

“Who the hay are you anyway?!” Thunderlane asked, pinned under some rubble.

“Friends call me Shadowbolt, you can call me your executioner!” Shadowbolt replied with a fanged grin, taking to the air and raising both hooves, and two more shadowbombs appeared.

Right before she could throw them, however, she was struck from behind by Mare Do Well, causing both shadowbombs to dissipate and both pegasi tumbled across the floor and into the opposite wall and through it.

“Get her, Mare Do Well!” Cloudchaser cheered.

“YEEEAAAHHHH!!!” Bulk Biceps shouted, the boost of enthusiasm allowing him to bust out of the rubble he was under.

The two pegasi remained interlocked in battle, trading hoof strikes as they spun about in the sky, lightning from the active storm clouds striking all around them. Shadowbolt cackled madly as she used her hind legs to kick Mare Do Well off her and immediately summoned more shadowbombs after, flinging them one after the other at the superheroine. Now free of distraction and bystanders, Mare Do Well put her full focus and avoided each fireball, swinging her hoof and striking Shadowbolt in the face once she got close enough, then looped in the air and slammed her hooves into the villainess’ chest, sending her tumbling across the runway. Shadowbolt raised her hoof up and fired another blast of purple lighting, causing Mare Do Well to jerk back and buy her all the time she needed to get back up and take to the air again, flinging more shadowbombs at her. Mare Do Well flew straight up and then flew circles around Shadowbolt as fast as she could, creating enough wind force to cause Shadowbolt to spin out of control and get flung into the air before falling, but was promptly intercepted by Mare Do Well, who swooped down with a drop kick from her hind leg, sending Shadowbolt crashing into the outer wall of the mess hall.

Landing on her hooves, Shadowbolt shook her head, dazed slightly, and grinned again at Mare Do Well, before letting out a very sinister laugh.

“What’s so funny?” Mare Do Well asked.

“Oh, just a little choice you’ll have to make, Mare Do Well. Stop me, or save those poor trapped cadets and this academy!” Shadowbolt said, immediately taking to the air and flying in high-speed circles, and suddenly a massive tornado formed. “We’ll meet again one day, Mare Do Well! Count on it!” she declared, letting out another laugh and she flew off into the dark clouds, a trail of smoke and purple lightning behind her and soon she was gone.

“Great,” Rainbow muttered, flying into the mess hall through the hole she and Shadowbolt had made earlier.

“Everypony, listen!” Mare Do Well ordered, getting cadet and instructor alike’s attention as they finished getting out of the rubble. “There’s a big tornado outside and its coming this way! I need everypony who’s okay to help me dissipate it, now!”

Immediately, Cloudchaser, Bulk Biceps, and Thunderlane stood. Whiplash shook his head, fighting off the pain from getting shocked earlier and approached as well. Manerick got up as well, nodding but looking a little worse for wear. Several of the other cadets were still unconscious or injured.

“Reverse-tornado!” Whiplash said. “I’m sure all of you know how to do that. “Fly in the opposite direction of the vortex, top to bottom. It’ll break it apart.”

“Got it. Let’s go!” Mare Do Well said, flying off, followed by the ponies who had stepped forward to face the tornado, fighting off its powerful suction as they moved towards the top.

“Okay, split in two teams, follow me and Whiplash!” Manerick said loudly as he could to be heard over the powerful gusts. Mare Do Well and Cloudchaser joined him, while Bulk Biceps and Thunderlane joined Whiplash., and they began flying in circles, moving downward in the opposite direction of the winds and avoiding the funnel. The intense wind current was brutal, but they didn’t let up, the academy was counting on them. Mare Do Well closed her eyes and flew with all her strength. The tornado drew ever closer to the mess hall, tearing away debris the pegasi took caution to avoid, till a stray brick slammed Manerick in the chest and sent him flying.

“Manerick!” Cloudchaser shouted, looking back.

“Don’t worry about him right now, we gotta stop this tornado!” Mare Do Well shouted. “Everypony use every bit of power you got!” Being down a teammate, they pushed harder, avoiding as much debris as possible, Bulk Biceps swatting aside a bench like it was an insect and Whiplash weaving through anything that came is way but being careful not to lose too much speed. Flapping her wings as hard as she could, Mare Do Well let out a strained grunt as she finally reached the bottom of the funnel, and it dissipated before it could tear away any more of the wall and suck up the pegasi inside.

“We… did it…” Mare Do Well muttered, out of breath and collapsed to the ground.

“YEEEAAAAHHH!” Bulk Biceps cheered, flexing his hoof while Whiplash flew off to check on Manerick.

“Where’s Spitfire?” Whiplash asked looking back at Mare Do Well.

“Northwest by the storm clouds. She’s injured so she told me to leave her and come help you guys.” Mare Do Well explained. With a nod, Whiplash shook Manerick, helping him up and the two flew off to find their captain.

After a minute of getting her breathing back to normal, Rainbow slid her mask up to get herself some more air.

“Hey, Rainbow Dash… er… Mare Do Well?” Cloudchaser asked, approaching.

“Yeah, Cloudchaser?” the costumed pegasus asked, still flopped on the ground and slightly out of breath.

“I think I’m happy just reading about the stuff you go through,” she said with a smirk, barely stopping herself from falling over from fatigue as well.

“Well, being a superhero’s not for everypony. Just the really awesome ones,” Rainbow answered, grinning playfully and looked over to the side, seeing Spitfire being brought back by her two guards.

“They told me everything. How’re you holding out there?” Spitfire asked, looking down at the costumed pegasus.

“I’m fine, ma’am… just… Shadowbolt got away but I couldn’t let her destroy the academy!” Rainbow answered.

“You made the right choice. You put everypony’s safety over catching the bad guy,” Spitfire said. “Trust me, though, there’s gonna be tougher choices down the road then that,” she explained, then looked at the other cadets. “Everypony who’s alright, get some rest. Manerick, Whiplash, handle the injured and help them get to the clinic,” she ordered, then looked back at Rainbow Dash. “You, see me in my office tomorrow at noon sharp. Don’t be late.”

“Yes, ma’am,” Rainbow answered, with as firm a salute as she could manage.

~

“Come in,” Spitfire ordered as the door opened and Rainbow Dash, back in her cadet uniform walked in.

“Well, I’m here. And good news, the others have been pretty easy on me about the whole superhero thing. Probably for the best, I mean you wouldn’t want to see me when stuff like that gets to my head!” she rambled, clearly nervous.

“Leave. I need to talk to her in private,” Spitfire ordered Manerick and Whiplash, who promptly saluted and walked out, closing the door behind them.

“So, what’d you bring me in here for, ma’am?” Rainbow asked.

Spitfire sighed a little and got out of her seat. “Good news and bad news, cadet. Good news is, I’m really proud of you for what you did last night. You fought hard, you worked to protect everypony here, you saved them from a dangerous lunatic.”

“…But?” Rainbow asked.

“But… I also mentioned tough choices would come down the road, and one of them’s one I had to make. Rainbow Dash, I’m dismissing you from the Wonderbolt Academy,” Spitfire said, her tone was firm, but there was a hint of guilt even she could not conceal.

Rainbow Dash stared agape, unable to believe what she heard. “Haha. Real funny, ma’am. I-I know you always had a-a gre-eat sense of humor…” she said, but Spitfire’s expression said otherwise.

“It’s no joke, Rainbow Dash. You stopped belonging here ever since you became Mare Do Well,” Spitfire said. “You’re only fooling yourself otherwise.”

Rainbow grit her teeth, hitting her hoof on the floor.

“DON’T… leave yet. I didn’t say you could and I’d rather not have a repeat of last time when you didn’t give me a chance to explain myself!” Spitfire said sternly.

“Well what else is there to say? Being a Wonderbolt’s been my lifelong dream!” Rainbow protested indignantly. “I’d think I’d at least get something other then dismissal for what I did last night!”

“It’s the best I can do for you, Rainbow Dash. Remember when you asked me if I think you’d abandon your destiny in favor of something that’d just hold you back? You remember what I said in response to that?” the captain asked.

Do you even know what you mean by that? Spitfire’s words repeated in the pegasus’ mind, causing her to hang her head, a downcast look on her face.

“As I read about your experiences as Mare Do Well, the thought came to me, and I’ve been thinking it over for some time, but I wanted to see for myself if I was making the right choice… I guess I got my answer in a more extreme way then I expected,” Spitfire explained, recalling all that had happened last night. “You’ve found a path and a role that means a lot to ponies you’ve met and helped. You’re the Bearer of Loyalty, so I know that’s something you won’t give up even if you wanted to. Now tell me, Rainbow Dash, did you at any point and time while you were here, wonder how other ponies were doing without you there to watch over them as Mare Do Well?”

“N-no! Of course not! I was focused on this 100%!” Rainbow insisted, forcing a grin.

“With that kind of talent for lying, I’m amazed you’ve kept your identity mostly secret as long as you have,” Spitfire said flatly. “Be honest with me.”

Rainbow sighed. “Yes. I was. I kept worrying what if Shockwave… or Frostmare… or Gametime or Decepto gets out of Alkatrot while I’m gone… o-or if this enemy Big Shot I haven’t even met yet is gonna pull off some part of whatever he’s got planned and I won’t be there to stop him, or if any disasters happen, what if somepony dies because Mare Do Well wasn’t there to save them? But I don’t want to abandon my dreams either!”

“Sometimes, Rainbow Dash, you have to. Besides, if you really were so hung up on this, why’d you bring the costume? Were you expecting something to happen, or were you planning to sneak out at night to do patrols? Between that and training, not even Princess Celestia has that kind of endurance!” Spitfire explained. “You have the makings of a great Wonderbolt, Rainbow Dash, but your heart and spirit are what made Mare Do Well the kind of hero I hope won’t go away any time soon.”

“I-I wasn’t… planning to…” Rainbow said, trying to fight back tears.

“Exactly my point. Look here,” Spitfire said, opening her drawer and taking out a photo, laying it on the desk for Rainbow Dash to see. A pink pegasus with a blue mane wearing a wonderbolt costume stood, posing with a much, much younger, filly-age Spitfire. The Wonderbolts mantra was on the side, written and signed by Captain Firefly. Rainbow Dash smiled a little, her mom looked so awesome there, every bit the legend she was known for being during her Wonderbolt years.

“Firefly gave up her life and career as a Wonderbolt to settle down and have a family with your dad. It took me awhile to really get why she would… I mean I was still young and inexperienced at the time… but later I got that she was happy with her choice, because she was with the ones she cared for most, they mattered enough to her to leave that behind and go a new direction. Now I doubt being Mare Do Well’s nearly that peaceful, but the point is you’ve found something else that feels more worthwhile, and I agree with it,” the wonderbolt captain explained.

“But…” Rainbow began. “I’d… at least hoped the training here could make me a better Mare Do Well…” she attempted, still trying to deny what may have, in the long run, have been for the better.

“I won’t phase you out completely, Rainbow Dash. First of all, you’re free to keep the Lead Pony badge as a memento, if you want. And second, I have some off-time this weekend before I have to rejoin the others to evaluate and return to Canterlot. If you’re interested I’ll meet you at Smoky Mountain and show you some of our combat maneuvers.”

Without words, Rainbow instinctively threw her forelegs around Spitfire and hugged her. A second later, realizing what she was doing, she promptly let go and stood back. “Sorry about that. A little carried away, I guess,” she said. “…Thanks, I guess. It’ll take me some time to get over this, but…” she sighed. “Maybe you’re right. Mare Do Well is a full-time gig.”

“You’ve done a lot of good as Mare Do Well, I know she’d be proud,” Spitfire said, giving another glance at her photo before leading her outside.

~

Dear Princess Celestia,

Today marked probably one of the hardest turning points in my life. I learned how being Mare Do Well is a part of me that isn’t just important to me, but important to everypony around me. Being a superhero can feel like the most awesome thing in the world sometimes, and on the outside, fillies and colts are probably wishing they could be me.

But that’s just what it is… on the outside. On the inside, it leads to choices I’d rather not make, choices sometimes other ponies will notice before I do and may even have to make for me when they care enough to do what they feel is best for me. I had to leave behind the dream I’ve had since I was a filly. There are too many ponies, places, and things Mare Do Well needs to be there for and can’t be held back or distracted by her own goals sometimes…

Rainbow walked to the end of the runway, her things packed as she looked back at the other cadets and Spitfire, who all gave her an honest salute. Smiling sadly, Rainbow returned the salute, spread her wings, and flew off into the afternoon sky.

As I’ve always said, Mare Do Well is a hero, and I think I’m understanding how these choices and agreeing with them are part of what defines that. A hero acts with grace and humility, and accepts the right choice over what they may want to have. A hero is there when they’re needed…

Rainbow Dash finished straightening the cape and slid her mask on, topping it off with the hat, and looked over at Twilight and Spike, who had been writing the letter for her.

“And that’s what I’m going to do. Spitfire made the right choice, I see that now. She wants me to be the best I can be, and this isn’t a loss, it’s a chance to be that, and I won’t let anypony down trying to make that happen. Your faithful subject, Rainbow Dash.” She concluded, and nodded. Spike smirked, rolled up the scroll and sealed it, and breathed fire on it, sending it away to the Princess’s throne room.

“So, which city today, Mare Do Well?” Twilight asked.

“Van Hoover, Twi.” The costumed pegasus said. She altered her schedule from time to time so no criminal ponies picked up a pattern. Twilight nodded and her horn began to glow, and in a flash of light, Mare Do Well vanished.

~

On the windy mountaintops, a dark-clad pegasus mare paced about, glancing down at the lands below with a fanged sneer.

“This isn’t over, Mare Do Well. You fly along and be the hero all you like, but I look forward to the next time we meet, when I know I’ll have you all to myself…” she said, letting out a loud, terrifying, maniacal laugh that echoed across the mountains she stood upon as purple smoke swirled around her.

Author's Note

And there we go, another chapter. Why am I churning them out this fast? Well, I have to start a second job come wednesday, so my time's going to be significantly reduced except on weekends, so I wanted to advance the story as much as I could before that happens. I got everything already planned out, outlines will be made, chapters formed, but likely at a slower pace.

Villain Profile: More vague then the others given Shadowbolt's identity and origin of her powers will be revealed later >:D

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Playdates

Rainbow Dash flopped down on her bed, still in full costume as she counted another victory won in Baltimare. See-Saw wasn’t gonna be leaving the hospital or prison any time soon. Spitfire had worked her hard during the training session she spent the whole day on Smokey Mountain for, but needless to say, it really paid off in the end. The blade-obsessed unicorn criminal couldn’t even graze her and went down fast, along with all his thugs. She’d have to remember to send her a thank-you letter when she got the chance, and the Wonderbolt captain had offered another meet-up the upcoming weekend to learn more, something Rainbow looked forward to.

“Well, Tank, you can rest easy knowing your awesome owner is about 40% more awesome as a superhero now.” The costumed pegasus said, rolling on her back. The tortoise flew off his bed and onto hers, walking over. “Those moves Spitfire taught me helped out, I’m looking forward to meeting up with her again so I can learn another one. Believe me, some of those can take a while to get the hang of.” She rolled off her bed and approached her mirror, realizing her mask was still on. “Every time I beat another villain, or now learning new tricks, I feel more and more like a better Mare Do Well.” She smirked under the mask at the tortoise. “Ponies need the best Mare Do Well they can get, after all, and nopony but me’s awesome enough for that, right?” She asked, though her expression fell a little. Somehow, despite the mask, Tank could tell there was still something going on in his owner’s mind.

“I just… back there, I never expected… no… I didn’t want to believe… it would come at such a cost. Becoming a Wonderbolt was my dream, Tank. But because of this, I had to let that go. Spitfire realized that before I did.” She said in a softer tone, her usual brashness fading with it. Sliding off her mask and hat, she paced about. “She did it because she has confidence in me as Mare Do Well, and I can’t let her, or anyone else down.” Something else suddenly popped into her mind as well.

“Scootaloo! Right! She’s going on that field trip to Fillydelphia tomorrow! I promised I’d see her off!” The pegasus said, facehoofing at the realization that had almost slipped her mind. She’d hate herself for letting her biggest fan down… and boy howdy did Scootaloo’s admiration for her escalate when the Mare Do Well stories started circulating again...

~

Alkatrot Prison had been rather quiet that evening. The guards went about their usual patrols, making sure its more bizarre inmates kept on their best behavior, or the best that could be expected from a bunch of weirdos who used freakish powers or dressed in strange costumes to commit crime.

“So, the usual rounds, huh, Strikedown?” A unicorn guard asked his pegasus friend as they went about their patrol.

“Yup, looks like a pretty uneventful one, Locksley.” The pegasus answered.

“As uneventful as it can be in the Freak Wing.” Locksley replied as they took the elevator, leading them to a hallway where they kept the so-called supervillains.

“That what they call this area now…” Strikedown said with a laugh as they passed and inspected each cell. See-Saw was still grumbling to himself, having been brought in earlier after Mare Do Well had apprehended him. King Slinger was whistling some Dodge City music to himself. Condiment Colt galloped up to the reinforced plexiglas wall and pleaded they remember the ketchup with his hayfries. Shutterbug just stared at a fly on the wall. That covered most of the ‘lowbies’.

“You gotta wonder…” Locksley mused.

“Wonder what?” Strikedown asked.

“If Mare Do Well’s the reason these guys are locked up, or the reason they exist in the first place?” Locksley answered.

“Come on, she does her best to fight these guys, and she’s never let anypony down.” Strikedown answered.

“Yeah, no doubt about it, I mean, think these guys keep popping up because they want to make a name for themselves challenging her?” Locksley asked.

“…Never thought of it that way, but really, you’d have to be a pretty messed-up pony to want some attention by causing trouble.” Strikedown said with a smirk. “So long as she keeps them off the streets I don’t really care.”

“We’re getting to the major players now.” Locksley said, dropping the subject as they approached the ones who had gone to more extreme levels above theft and robbery.

Shockwave, or Sonic Boom as his real name was, was pacing about humming tunes to himself, but otherwise seemed to ignore them. Ever since he got his hearing back he didn’t seem to complain much. Smokin Mirrors, aka Decepto, just sat on his cot watching the guards pass. They always found him a little on the creepy side. So long as they partook in active behavior they knew they passed inspection. A vault on the end was coated with ice that framed the door. They dared not open that one. Strikedown flew over and peered through, seeing a white pegasus mare in a shredded labcoat inside. Locksley stood nearby, ready to activate the heaters that had been installed on the hallway walls leading to the mare’s cell if she ever tried to break out.

“She’s still there. She turned and looked at me when I tapped the window.” Strikedown said with a satisfied smile. He never liked being over there more then he had to be.

“Then that just leaves… Gametime.” Locksley said, leading Strikedown to the last occupied cell that didn’t contain griffons. As they approached, they saw the turquoise earth pony sitting on his haunches, facing away from them.

“Well, he’s still there.” Strikedown said.

“Wait, that’s the same spot he’s been in the last week.” Locksley said, raising an eyebrow.

“I’ve seen him get up and walk around in a circle once or twice.” Strikedown said.

“To the bed, to the sink, then that spot?” Locksley asked, growing uneasy.

“Yeah… why?” Strikedown asked.

“Something’s not right here… till then he always invited me to play chess or somesuch with him.” Locksley said, tapping the window.

“HEY! Joy Maker! Front and center!” Locksley ordered. The earth pony was unresponsive. Scowling, his horn glowed, the door unlocked, and slid open and he walked in with Strikedown. “You prefer Gametime? I told you to…” He began, noticing the inmate was just bobbing his head.

“Wanna know what me and Alkatrot security both are?” Gametime asked. Strikedown approached, raising an eyebrow, and shoved the earthpony, who fell to the ground in a heap, sparks came from its left eye as it popped out and a sinister grin spread on its face.

“DUMMIES!” the false Gametime said, letting out a crazed laugh. And earning an nervous exchanged glance between the two guards.

~

In a basement area in Fillydelphia around that same time, Gametime paced back and forth, supervising his gizmonk lackeys as they perfected his newest invention.

“I trust you’ll make my funding and supplies well-invested, Gametime?” A low voice said behind him. The turquoise earth pony turned, slightly startled then grinned at the towering walnut-colored earth pony in the black suitcoat and metal mask.

“Mr. Big Shot! Didn’t hear you come in!” Gametime said with a nervous chuckle.

“Oh come now, Gametime, you know ponies only see me when I want them to. My plans draw closer to completion and I could use a means to handle Mare Do Well beforehand.” Big Shot explained, walking past the deranged inventor and looking at his creation. “Very… old-fashioned. I like it. Seems familiar somehow.” He critiqued.

“Your contacts posing as guards got me out last week, threw away meals so nopony noticed I was gone. I didn’t want to let that go to waste, you’d be amazed what a pony who specializes in fun and games can come up with in so short a time!” Gametime said, laughing. “As for this, well I felt it appropriate, given the setting we’ve got planned! Borrowed it out of some Oubliettes & Ogres module some nerd who liked to torment his players came up with!” He grinned. “Something I’d say we have in common.”

“…Indeed.” Big Shot answered, clearly uninterested in the full details of its origins. “This will be your last chance to prove yourself. Mare Do Well has shown remarkable improvement in her fighting prowess, she’s putting new costumed criminals away faster then I can help churn them out.” His eyes narrowed behind the metal face mask. “This is your last chance, fail and you’ll have to rely on yourself for any future breakouts.” He said, turning to leave.

“Oh don’t worry! I got this all planned out, and believe me, news around here travels fast I arranged a contest to get the perfect list of players who’ll just be dying to be in this exciting new game for Mare Do Well!” Gametime said with a grin, throwing aside a post-it note detailing the class who’d be on a field trip at the place he would be taking over.

~

“Hope I’m not late.” Scootaloo said with a smirk as she dismantled her scooter and put it into the pack she’d brought.

“Not at all!” Applebloom replied.

“So close… you beat me.” Rainbow Dash said, emerging from a bush. Sweetie Belle laughed, knowing Rainbow had been there a good ten minutes and just wanted to humor their friend.

“Rainbow Dash!” Scootaloo hopped over and gave her surrogate big sister a hug.

“So, ready for your trip, squirt?” The cyan pegasus asked.

“Yup, they got a new giant maze they just opened and we’re all gonna go through. It’s like… Canterlot Hedge Maze-sized!” Scootaloo said excitedly. “It’s got puzzles, and prizes at the center!”

“Sounds like a lotta fun. Of course I’d probably just fly over it and go straight to the middle.” She said with a laugh.

“Good luck on that, it’s got a roof.” Scootaloo said flatly.

“Huh, I gotta keep up on that sorta stuff.” Rainbow said, rubbing her chin with her hoof. At that moment Diamond Tiara and Silver Spoon passed by.

“Too bad none of the prizes are cutie marks, blank flanks!” Diamond said with a sneer at Scootaloo and the other self-titled Cutie Mark Crusaders as she and Silver Spoon continued onward, laughing amongst themselves.

“That little…” Rainbow said lividly. “Is she ever gonna learn?”

“Maybe Mare Do Well can teach her a lesson.” Scootaloo whispered.

“Nah, she’s a filly. I do anything, she can make me look bad.” Rainbow said. unfortunately… she thought to herself pushing aside joyful images of dangling the spoiled brat from way up high till she apologized to Scootaloo and her friends. “She’s a bully, but you and your friends are a million times cooler then she’ll ever be, cutie mark or not. I mean, can she move as fast as you?” She asked with a playful smirk. “OR have the sort of dedication you got? Or, dare I say, a surrogate big sis as cool as me?”

Scootaloo laughed. “I suppose not. Wish you could come, though.”

“I would, but I gotta train with Spitfire.” Rainbow replied, leaning to the filly’s ear. “Superhero stuff.” She whispered, soon the train arrived.

“All aboard, children!” Cheerilee said, and gave Rainbow Dash a wave, the cyan pegasus smiled and returned it.

“Well, you better get going, squirt. Have fun!” Rainbow said, spreading her wings and flying off in the direction of Smokey Mountain at high speed as Scootaloo and her friends went to rejoin the others and board the train.

~

At the library, Twilight Sparkle had gone about her usual duties. Rainbow Dash was off training with Spitfire and would probably be back later in the afternoon, which gave her enough time for a nap before patrols. The librarian smiled, her friend had grown quite a bit over time, and had accepted the loss of a goal she’d long pursued in favor of a better one. Whenever she saw the occasional Mare Do Well merchandise she couldn’t help but smirk. While most of it was simply revived from things that had cropped up when she and the others were wearing the costume, Rainbow’s actions had brought a demand for it greater then ever, and the pegasus had been flattered by it for the most part, though it had taken nearly an hour for Twilight to calm her down when she felt the figurines made her look fat. Checking off another objective on her list, Twilight looked over the next.

“Newspaper organizing, got it.” She said, heading over to the stack of newspapers that had arrived. Normally she’d have read them earlier but trouble in the kitchen when Spike had accidentally inhaled one of Owlowiscious’ feathers up his nostril while cooking breakfast had delayed that. The unicorn shivered at the memory of having to clean up that mess.

“Ooookay… Baltimare Bugle… Fillydelphia Flyer… Ponyville Press… Twilight said aloud, sorting them out. “Manehattan Times…” Her eyes widened when she noticed the cover story on it. Gametime had somehow escaped Alkatrot. It was off the coast of Manehattan, and from the reports, he’d acted differently for about a week. “Oh no…” She muttered, who knew where he was now? There had to be some clues… She thought about it for a second. Rainbow mentioned her prime suspect of Big Shot’s identity being Grand Cargo, who ran a number of shipping routes on the east coastline. Alkatrot was on an island, the only way on or off if one wasn’t a pegasus was by boat. Ever since Rainbow had suspected him, Twilight had remained vigilant on monitoring when his trade shipments went and to where. The last one from him that was sent to Alkatrot was…

…a week ago…

…heading to…

“Fillydelphia!” Twilight shouted, anxiety overtaking her. She looked at the Fillydelphia Flyer, the cover story was of a new maze attraction that had been under construction there had just reached its completion, and Ponyville Elementary teacher Cheerilee and her class had won the drawing for a free field trip as its first challengers. “Oh no oh no oh no…” Twilight muttered, this was all too convenient to be coincidence. If her intuition was right, Cheerilee and the children would be walking right into a deathtrap! It all made sense, Gametime would have wanted revenge on Mare Do Well for foiling his attempts on Max Diamonds and getting him arrested; what better… and more sickening if she may say so herself… way to lure her to him?

“Spike! Take a letter, we gotta get ahold of Rainbow Dash. We have an emergency!” the unicorn ordered, prompting the dragon to rush down the stairs with a scroll and quill.

~

“Good to see you made it, Rainbow Dash.” Spitfire said with a smirk, putting her sunglasses in her saddlebag and setting it down.

“Like I’d miss another chance to learn some cool moves to help me fight crime!” Rainbow said with a cocky smirk.

“Careful, this next stunt’s gonna be real tricky, you’re gonna need a lot of focus and speed for it.” Spitfire warned.

“Ah, I’m ready for anything.” Rainbow said with a hoofwave. It was still a little mindblowing that her idol was still willing to help her out.

“Alright, well let me ask you this… how are you at tearing through solid surfaces?” The yellow pegasus asked.

“I’ve torn down a whole barn that way, like an equine wrecking ball!” Rainbow explained.

“Well wood’s one thing. Try solid rock, or producing enough impact to smash apart stuff made of metal.” Spitfire said with a grin. “Things that aren’t thin surfaces that normally, even at a good speed with hooves out, you could still just end up going splat against.”

“Ehhhh…. Never really tried that.” Rainbow said.

“How smart of you. You probably would just hurt yourself. I’m gonna show you how to do that without getting hurt. But you gotta trust me all the way, got it?” Spitfire asked, taking on her tough officer act again.

“Yes, ma’am.” Rainbow said with a grin.

“Now watch. It’s important if you wanna be able to pull this off you have to be at least as fast as I’m gonna go...” Spitfire said, taking to the air and flying away. Rainbow watched as the Wonderbolt captain flew about in the air, then got to a distance till she was practically a tiny yellow dot. Suddenly she started approaching at an incredible speed, and as she got closer, Rainbow noticed Spitfire was barrel-rolling, faster and faster as air pressure built around her, almost like a drill. Rainbow stared agape as Spitfire tore into one of the larger spires on the side of the mountain; rubble and dust flying everywhere and she popped out the other side a second or two later. When Spitfire emerged, the winds died down around her, and she turned and faced Rainbow Dash with a smirk.

“That. Was. Awesome!” Rainbow said, her shocked expression changing to one of glee.

“That’s a tactic we call the Divine Drill. You build up enough force, you can use it to tear through tough surfaces like stone and such when you don’t have enough time or space to accomplish something like a sonic rainboom, but you have to build up the right momentum first.” Spitfire explained. “Now you’re gonna try it alongside me a few times. I’ll coach you through it but I suggest you get it right or all puns aside your day’s really gonna go downhill.”

Grinning, Rainbow took to the air and followed the Wonderbolt captain to a distance, and flew at the same pace to insure she got the right minimal speed.

“NOW!” Spitfire yelled, and they immediately began spinning in the air as they descended downward, their latest designated mountain spire drawing ever closer. Rainbow closed her eyes and picked up speed… and felt nothing as she reached the rock. Opening her eyes, she was now on the other side.

“Hey, Rainbow Dash? You can slow down your breathing now. You made it.” Spitfire said to the hyperventilating pegasus. “Now that was the easy way. If you don’t have as much room, you’ll need to make do with what you have, fly wide circles to build up speed and move closer and closer. Do it that way and you won’t accidentally create a tornado and put yourself in danger, the wind pressure will do the rest.”

“Got it.” Rainbow said, getting ready to learn the method Spitfire listed when suddenly a puff of green fire burst in front of her and a scroll appeared. Rainbow thrust her hooves out and caught it immediately. “Huh… Twi’s got a letter for me.” She said, pulling it open.

“Oh no…” Rainbow muttered, her intrigue turning to horror.

“What’s up?” Spitfire asked, flying over.

“Gametime’s escaped! It can’t wait, I gotta go!” Rainbow said urgently, and sped off without another word, the scroll fluttering down till the yellow pegasus caught it and read it over as well.

~

“Alright, clearly Snips’ decision… wasn’t the right one.” Cheerilee said as she and the rest of the class were face to face with a dead end. “Anypony here have another direction in mind?” She asked.

“Left! Left!” Applebloom cheered as she waved a hoof.

“Very well, then, left it is!” The teacher said happily as the class went down that direction. A few more twists and turns, and they found themselves in a large, open room with a high roof and a treasure chest in the middle. The fillies and colts cheered and galloped to the large box. “Now hold on, no shoving, children.” Cheerilee said as she approached, ushering them out of the way and stepping to the side so they’d see what their prizes were and pushed the box open with her hoof.

There was no gold, no gems, or toys or any such thing… only a note with a picture of a turquoise pony’s face with a wide, creepy grin that said “Gotcha!” on it.

Suddenly, bars emerged and blocked way they’d come in and another way on the opposite end, trapping them in. Then a large gem on one of the walls attached to a mirror of some sort shimmered, and a projection of the turquoise pony appeared on the mirror itself. He wore some kind of metal gauntlets and a bizarre helmet with glowing green gems in them, as well as a gray vest with another glowing green gem on its belt.

“Well hello, kiddies!” Gametime said with a wave. “I knew that contest was the perfect setup!”

“Ooh, is this part of the game?” Snails asked excitedly. He didn’t recall anything about there being a challenge like this in the maze.

“Uhhh Snails? I don’t think it is…” Scootaloo said nervously.

“Oh no, no, no little filly, this is part of the game! The funnest part!” Gametime said with a laugh. “By the way, some of you may have heard of me, I’m called Gametime. I designed this maze and all it’s fun little challenges, as well as lured you all here as bait to draw Mare Do Well to me.”

“Why not just let us go?” Cheerilee asked, glaring at the deranged pony. “I’d think just saying where you are would be reason enough for Mare Do Well to come after you.”

“Oh, I’m well aware of that, miss. It’s just every game is so much funner when you have more players… especially ones that if she doesn’t save them in time, they all die!” Gametime said with a laugh. “Now I won’t spoil the means, that will come later. In the meantime, why don’t you all sit tight and hope I don’t get too bored…” Then a camera appeared, switching on. “Smile!” He said.

~

Mare Do Well appeared just outside the theme park where Mystery Maze Adventure had been built. So this was where Gametime had been hiding away… how appropriate, just like last time. As she approached, however, an announcement blared from the speakers.

“Mare Do Well! So good of you to make it! I assume you’ve learned of my escape and had somehow found me. Well, to that, I give you credit…” Gametime’s voice stated, and suddenly an image of him appeared above the sign for the attraction.

“Get the city guard. NOW!” Mare Do Well ordered a passer-by who nodded and galloped off.

“How noble of you. However, if they attempt to break into this facility, the hostages die. Shall I make sure you’re aware of what they are?” Gametime’s asked with a grin. Suddenly the image changed to Cheerilee and her frightened students, all hoarded together as their teacher attempted to comfort them. Spotting Scootaloo among them, Rainbow’s heart sank. It was as she’d feared, Gametime had brought them all into a trap, and he was more then psychotic enough to follow through on his threats.

Gritting her teeth, Mare Do Well’s shock turned to rage as Gametime’s image reappeared. “What do you want, then?”

“Oh, isn’t it obvious, Mare Do Well? I want to play a game. The Mystery Maze Adventure! You, against my new champion of the maze!” Gametime said, gesturing with his hoof and the image changed to a door that was immediately smashed open. “Debuting on the opposite end of the maze, meet the dreaded Scimitaur!” He announced proudly, and on the recording a large, golden minotaurlike robot with curved blades for horns appeared...

Steam puffed from its metallic nostrils as it crouched down and began to move through the maze. “If you wish to save them, you’ll have to get to the center of the maze before the Scimitaur does. You’re on two separate pathways so don’t worry about running into him prematurely. Make it right to the center first, and you’re free to go with the hostages. If he makes it there first… well…” Gametime’s voice chuckled. “Let’s just say the Fillydelphia Flyer’s obituaries are going to be needing more space!” With another laugh, the image vanished, and the doors leading in slid open.

“Gotta hurry…” Mare Do Well said, running in. As soon as she entered, the door shut behind her. Inside, everything was made of brick, and was reasonably well-lit with the occasional barred window for ventilation. She had two directions, left or right. The costumed pegasus thought for a moment, there had to be a clue, Gametime seemed to love doing that in his challenges.

Make it right to the center first…

Right. To the center. Right lead to the center!

Grinning, Mare Do Well galloped down the right passage, and turned corner, faced with more options. Taking the center, she found herself quickly having to backtrack with a blade that had intended to take everything above the neckline with it emerged from the wall and nearly got her.

“Wonderful. The place is trapped too…” She muttered.

“Of course it is, did you expect me to make it easy for you?” Gametime’s voice announced, making it evident he was watching her. “I’m currently guiding the Scimitaur closer to its prey, better pick up the pace, Mare Do Well!” He said with a laugh. “But don’t worry, the class gets to participate in the fun too, I have some special toys for them to play with!”

Oh no… Rainbow’s eyes went wide and moved as fast as she could, creeping corners when she could to watch out for traps and flying when she needed to.

~

In the center, the image in the mirror showed both Mare Do Well and the massive golden beast’s progress.

“That monster’s gonna get us what do we do?!” Diamond Tiara cried out.

“First of all, it’s not a monster, it’s a minotaur—“ Scootaloo stated.

“He said Scimitaur—“ Sweetie Belle corrected.

“Whatever. It’s not gonna, because Mare Do Well’s gonna save us first, I know she will!” Scootaloo said.

“Dream about it all you want, blankflank, that thing’ll get to us faster.” Silver Spoon remarked.

“Children! Enough!” Cheerilee said sternly. “I’m sure Mare Do Well will get here in time, we just have to be patient—“ Suddenly two panels in the walls opened and several crudely-stitched dolls resembling ponies fell in. Their heads then craned up and their eyes glowed red, and they started laughing madly and charged at them. “Get behind me!” Cheerilee ordered, ushering the students behind her and took a stance, preparing to engage them. As one drew close, she swung her hoof, knocking it aside. The doll tumbled over and cackled more, small blades emerging from its hooves. The other dolls followed suit and began their attack.

Cheerilee managed to buck one into the wall, causing it to short-circuit out, and slammed her hoof into the head of another, crushing it. That left four more. Diamond Tiara screamed and hid behind Silver Spoon, who attempted the same with her friend until both were beset by one of the dolls. Before the doll could attack, however, Applebloom and Sweetie Belle landed atop it, causing its deranged laughter to become garbled and distorted before Scootaloo swept in, hooves out, and smashed its face in, her wings buzzing as she soon fell back to the ground again. She had been getting better at learning to fly, and finding out Rainbow Dash had become Mare Do Well had only heightened her desire to.

“Cutie Mark Crusaders, crime-fighters!” The three fillies shouted proudly, though only getting an eyeroll from Diamond Tiara and Silver Spoon as gratitude.

Two more cornered Snips and Snails, and both closed their eyes and focused as hard as they could, their horns glowing and suddenly the cackling from the deadly toys was heard above them. Both looked up, seeing they’d levitated the dolls all the way up to the high ceilings. “Ready Snails?” Snips asked.

“Ready Snips!” Snails answered with a grin, and they used their magic to send both dolls flying into the ground at high speed, shorting them out as Cheerilee finished off the last one, crushing it under her hoof.

“That was close…” The teacher muttered, and turned back toward the screen, but instead of horror or disappointment, Gametime just laughed.

“Now wasn’t that fun? Those were, shall I say, my child-safe toys. Ones your fillies and colts could handle with a little effort as I just needed to see a little action to cope with the wait.. I don’t want any of you dead before the Scimitaur gets here after all!” He said with another laugh. “Let’s see how your hero is doing…” He said, looking to the side and grinning. “Ohh look at this, she’s made it to the three door puzzle! She solves each riddle, she’s in!” He said.

Come on, Rainbow Dash… I know you can do it… Scootaloo thought to herself as she watched her hero’s progress on the screen anxiously.

~

“Now, now, don’t lose your temper...” Gametime taunted, having made the bridge crossing over a pit that now had spikes emerge from it disappear. Mare Do Well narrowed her eyes and promptly flew across.

“Right… Pegasus. You get that one for free, Mare Do Well, but my Scimitar gets a free move as well…” Gametime said, and a loud crash was heard. “That’s him punching through a wall, drawing him ever-closer as well. He has just a few more turns left to get there.”

Flying through the doorway, Mare Do Well was confronted by the next puzzle. “There’s a way through, provided you know the moves of course…” Gametime explained, and suddenly spinning blades emerged from the walls, like the temple in Daring Do and the Sapphire Stone. Studying it carefully, Mare Do Well examined where the blades moved, and when the openings came. She’d have to work fast or the Scimitaur would beat her to the end though. Spotting it, she made a quick jump through, followed by a roll across the ground, three running steps, a jump to the right, and finally a flip in the air through the last set of blades, nicking her cape.

“That’s gonna cost ya, Gametime.” She grumbled, heading into the next door as it opened to a goofy fanfare sound effect.

Last challenge…

Before her was a door, with several tiles on it, with different numbers on it. “Press the right sequence, the door opens and you win. Wait too long, or get the wrong sequence, and you’ll have to listen to the Scimitaur make short work of my playdates!” Gametime taunted. “The numbers before you have a sequence you must step on, your clue is as old as when the Princess began her days. Clock’s ticking!”

Rainbow studied the numbers, which ran from 1 to 9 in a three by three grid. What was the riddle… began her days… birth? Nopony knew when she was born and Celestia tended to keep that to herself as she didn’t particularly enjoy the overdose of attention. Luna was probably the only one alive who knew. There had to be another… began her days… when she began her days… her days…. her days…

Rainbow’s eyes widened. Of course! The month and day Celestia was crowned Princess of the Sun and gained the power to raise it! Grinning, she pressed the 7 tile, then the 2 and 5 tiles. Immediately, the door began to slide open.

“Well done, Mare Do Well, looks like you saved them after all…” Gametime said, his tone a little disappointed as Mare Do Well spread her wings and flew right over to Cheerilee and the young ponies, who just overcame their anxiety that the other competitor was behind that door and cheered as she entered.

“You all okay?” Mare Do Well asked, her tone a low rasp to keep them from recognizing her.

“Yes, we’re fine. Gametime sent in a few of his toys earlier, but we handled them.” Cheerilee said, gesturing to the destroyed killer dolls laying around the room.

“That sick, demented…” Mare Do Well growled, but then suddenly Gametime’s image appeared on the screen again, clapping his hooves and grinning widely.

“Congratulations! I suppose this means you’ve all won! Now, accept your prize… a match against the Scimitaur!” He said with a sinister laugh, pressing a switch and the other door opened, and there stood the golden beast. Its eyes flashed red and it reared back, letting out a synthesized roar. “Oh come on, think I’d fold when my trump card’s still in play, Mare Do Well? I don’t think so.” He taunted.

“Let them go. I’ll fight your Scimitaur, one-on-one, just let them leave the maze.” Mare Do Well shouted at the screen as the Scimitaur drew ever closer.

“No can do, Mare Do Well. The game doesn’t end for anypony till you actually win.” Gametime answered, raising his hooves as the Scimitaur did the same with its fists. “Now, Mare Do Well, as they always say… lets get ready tooooo RUMBLE!!!” He shouted, and the Scimitaur immediately charged at the costumed pegasus.

“Get to the walls, don’t get his attention!” Mare Do Well ordered, but as soon as she said that, blades popped out of the walls, making her roll her eyes. “Figures…” She muttered, backing away as the towering robotic beast approached, steam puffing from its nostrils. With a roar, it raised its fist and swung it. With such an open area and a high roof, Mare Do Well had more room for flight and was able to keep off the ground. The beast roared and swiped its massive hand at her, but the pegasus dodged it narrowly.

“More then one way to skin a pony…” Gametime said with a chuckle as the beast turned towards one of the walls, grabbing one of the blades and tearing it loose, then flinging it at her like a javelin.

“WHOA!” Rainbow barely had time to avoid the projectile as it embedded itself into the corner of the roof behind her, grazing her side. Grunting in pain, Mare Do Well rubbed the cut she’d sustained with her hoof. The beast pawed the ground with its hoof, then charged, its arms swiping wildly as it jumped for her. Mare Do Well swooped straight down, flying under it as it crashed into the wall, briefly embedding its sharp horns. Mare Do Well grinned under the mask, knowing now was her chance. Swooping down, she held her hooves out as she slammed into its back with a loud clang, and grimacing in pain from the impact, fell to the ground beneath it and causing Scootaloo and her friends to wince as they observed the fight.

“O-kay… this guy’s tough.” Rainbow muttered to herself. Her eyes widened under the mask as the Scimitaur pulled itself free and immediately slammed its fist down, Mare Do Well barely rolling out of the way in time and galloping under its legs.

“Where do you think you’re going, little pony!” Gametime shouted on the screen as he laughed, the Scimitaur curling itself up into a ball and rolling straight at the wall, bouncing off it and straight at Mare Do Well, who took to the air and flew out of its way. Uncurling itself, the Scimitaur jumped into the air, reaching for the pegasus but missing, causing an impact on the ground that shook the fillies and colts enough to make them tumble over.

“Children, stay by me.” Cheerilee ordered, trying to make sure they stayed as far away from the beast as they could.

There’s gotta be some kinda weakness… Mare Do Well thought to herself. Its body seemed well-armored, though the gem had to be in its chest. It wasn’t built like the thing she fought the first time she faced Gametime. Think…

An idea came to her. Flying over to where the broken spike the Scimitaur had thrown had landed, she tore it loose and began to fly as high as she could with it. Spitfire’s words before the letter that had informed Rainbow of Gametime’s escape came to mind.

If you don’t have as much room, you’ll need to make do with what you have, fly wide circles to build up speed and move closer and closer. Do it that way and you won’t accidentally create a tornado and put yourself in danger, the wind pressure will do the rest.

Flying as fast as she could, Mare Do Well began to fly in a wide circle around the room, holding the broken spike firmly in her forehooves. Gametime raised an eyebrow on the screen as he watched her, wondering what she was up to as she became little more then a purple blur. Glaring down at the class, he chuckled. “Well, Mare Do Well if you need a time-out, just say so. In the meantime why don’t we give the class a little something to entertain them with?” He asked, the Scimitaur turning its attention toward the class and slowly approaching.

Mare Do Well’s momentum built up, air speed force building up around her as she turned just slightly drawing closer and closer. The Scimitaur cornering the class as it raised its massive fist…

Teacher, colt, and filly, as well as Gametime himself yelped as suddenly an iron spike jutted out of the chest of the golden beast, its broken gem sticking out the end of it and falling to the ground, magic sparking from it. “Everypony move!” Mare Do Well shouted, causing them to scatter as the Scimitaur slumped over, its head embedding into the wall as it sat limp and motionless.

Slamming his hooves angrily on the screen, Gametime fumed and snorted as he glared at Mare Do Well. “You….!!!!” He shouted. “You may have slain my Scimitaur, but you’ll never catch me!” Suddenly explosives went off around the ceiling, causing debris to rain down upon them.

As the dust cleared, the class came out from under the Scimitaur, finding Mare Do Well partially pinned under debris. Up above, Gametime laughed, piloting a magically-powered gyrocopter. “Later, Mare Do Well!” He shouted, letting out another laugh only to suddenly be knocked out of the air by a streak of yellow and orange. His gyrocopter spun out of control, no longer piloted, and Spitfire hovered in the air, wings beating as she held the sullen-looking Gametime in her forehooves.

“Spitfire… good to see you!” Mare Do Well said, almost forgetting to disguise her voice.

“I got here as fast as I could but the authorities warned me what Gametime would do if I tried to enter. Figured once the roof was gone, though, all was fair play. Right? She asked, letting her grip slip just slightly enough to give Gametime the scare of a lifetime and earning a slight whimper from him.

As Cheerilee and the students moved the debris off Mare Do Well, the pegasus took flight and approached Spitfire and her captive, glaring through the mask at Gametime. Raising her hoof back she leaned in his face.

“If you break out again, I’ll be waiting, but if you ever, ever involve children in your sick plots against me again, I’ll break every bone in your body till it’s all powder! Is that clear? She asked, her tone lethally cold and causing the villain to yelp.

“Sure! Of course! Whatever you say!” Gametime answered, a nervous smile on his face and he was promptly subjected to a fierce spinning kick to the face, knocking him unconscious and likely giving him an injury that’d take a good while to heal.

“Wow, not bad, Mare Do Well.” Spitfire said with an amused smirk. “Now why don’t we turn him over and we’ll get these ponies out of this maze?”

“Sounds good to me.” Mare Do Well answered with a nod.

~

Later, after Spitfire had departed and Cheerilee gave the report to the city guard as Gametime was locked away in a sky carriage for transport to Alkatrot; the students ranted back and forth about their experience.

“That was so cool!” Snips said. “The Scimitaur’s got its fist raised, ready to squash us…”

“And suddenly SHNICK! Big spike through the chest! Down it goes!” Snails concluded.

“And those creepy doll things, I got scared at first but then pow! We brought ‘em down!” Sweetie Belle said.

“Like it matters what you blankflanks did.” Diamond Tiara said, Silver Spoon smirking next to her. “We coulda handled it on our own. Did you get a cutie mark for it? I sure don’t see one.” She added, the two rich fillies shared a cruel laugh after.

“Hey, Diamond Tiara?” Scootaloo said, approaching with a stern glare. “Shut up. Everypony here saw you two cowering behind eachother, and saw me and my friends despite how you treat us, save your flanks!” Diamond Tiara’s smug look faded as Scootaloo got in her face. “Maybe we didn’t get our cutie marks for fighting supervillain minions or anything, but we did it anyway even for a couple of mean bullies like you because Mare Do Well woulda done the same!”

“Niiiice, Scoots…” Applebloom said. Diamond Tiara looked a little surprised, and possibly even slightly intimidated by the orange pegasus filly’s death glare. After a second passed, though, she took whatever the three crusaders figured remained of her dignity and stuck her head up.

“Whatever, you’re still blankflanks by the end of the day.” Diamond said, glaring and storming off with Silver Spoon. As she watched them leave, Scootaloo noticed something out of the corner of her eye. Mare Do Well, standing around the corner. As their eyes met, the costumed pegasus gave her a nod of approval and flew off.

“She’s cooler then when she first showed up in Ponyville!’ Applebloom said. “Wonder who she is?”

“A really awesome pony, that’s for sure!” Scootaloo said with a laugh.

~

Gametime fumed in his cell. The letter from Big Shot chastising him for his failure was crumpled, torn, and partially eaten in rage. His only merit he got from the crime lord was his actions distracted Mare Do Well a little longer, but he can rest assured Big Shot was content with leaving him to rot in prison unless he ever for any reason changed his mind.

“I guess it’s game over for me…” He said with a bitter laugh, only to be cut short from yelping in pain as he nursed the side of his face where he’d been hit. Humming to himself, the turquoise earth pony pulled his chessboard out from under his cot and set the pieces up, playing against himself as usual and leaving it up to chance which side he let win this time.

~

“And that, Twi, was how Mare Do Well awesomely saved Miss Cheerilee’s class!” Rainbow said, striding back and forth with her usual cocky smile, hat and mask nearby.

“And what about that cut?” Twilight asked.

“Eh, it’s nothing. Guess I gotta get Rarity to mend the costume up again… unless you think you can fix it with a mending spell?” The cyan pegasus asked, earning an eyeroll from the lavender unicorn.

“Shouldn’t be too hard, I’ve fixed worse and I don’t think Rarity needs the drama after Opal got tangled in one of her new fabrics today.” Twilight said with a laugh. “So I take it the fillies and colts were happy?” She asked.

“Oh yeah. They were ranting about it. Scootaloo even stood up to Diamond Tiara big-time, I’ve never seen her stand up to her in such an epic way!” Rainbow said with a grin.

“Mare Do Well inspires it. You heard her say something about saving Diamond and Silver from one of Gametime’s robots.” Twilight said.

“Yeah, I think she mentioned something like that.” Rainbow said sheepishly.

“Colts and fillies need a good role model to help them do stuff they never were completely sure they could do.” Twilight replied with a smirk. “It’s one of the things that proves you make Mare Do Well a worthwhile choice, Rainbow. Even if you’re not directly fighting crazies like Gametime, or Decepto or whoever, you can still be a hero by giving kids a reason to do heroic things too.”

Rainbow blushed. “Well, just count it as another reason I’m that awesome, Twi.” She said with a laugh.

~

Dear Princess Celestia,

Today, I faced a terrible fear of risking those I cared for become endangered because of all I’ve done as Mare Do Well. A dangerous supervillain leveraged Cheerilee’s class against me… Scootaloo included. It’s a horrible low when somepony would do something like that, and I saw to it he realized how much I held back from putting him through for it.

However, I also learned how much I have that I can fight for, and what kind of impact I’ve done has on those kids. I don’t know how to describe the feeling, it’s like what I felt when Scootaloo told me she wanted me to be like a big sister to her. I love being praised, make no mistake about that, but this felt more important to me, like being more then just a hero, but like, I dunno… Twilight says the word I’m looking for is ‘inspiration’. It gives me another reason to keep on this path I picked out for myself. My hunt for Big Shot has still run into dead ends, but I feel somehow I’m getting closer to something. Why else would he be sending so many villains after me unless he’s trying to keep me busy? I know he’s scared, and I’m gonna make it clear to him on why that reason is.

Your faithful subject,

Mare Do Well

Rainbow Dash

Author's Note

And another chapter, finally completed within my much tighter real-life schedule!

Bonus points to anyone who knows the origins of the Scimitaur reference. :P

Nightmare Night Live!

Mare Do Well leaped out of the way as a metallic, serpentine head lashed forward, snapping its jaws at her before retracting on its long neck. Taking to the air, she avoided a burst of flame that another one breathed at her. How does Big Shot come up with these guys?! She wondered to herself, looking down at her opponent.

Down below, was an earth pony stallion with a metallic harness of some kind with a gem at its center. From its back on four long flexible necks were four large dragonlike mouths. Two of the necks were on the ground propping their master up while the others were angled upward. In the costumed pegasus’ mind, robbery seemed rather beneath someone with this kind of power, really.

“Alright, I guess surrender isn’t something you’re willing to do, is it, Dr. Hydra?” She asked, more then a little annoyed now.

“Not a chance! Dr. Hydra’s many mechanical heads will feast on your body, Mare Do Well!” The crazed villain shouted, sitting down on his haunches as now all four heads lashed out at Mare Do Well, who flew in a zigzag pattern as the heads tore holes in the Manhattan Treasury’s ceiling. Growling, the villain looked around at his surroundings, and the mechanical heads lunged down, each grabbing one of the unconscious guards in its jaws and flinging them at Mare Do Well like projectiles. The pegasus dropped to the ground and caught them, one after the other to insure they landed safely, then her eyes widened as the villain’s mechanical heads grabbed several line post stands and flung them her way. Jumping up over one, sprinting across the next, and ducking the last two, Mare Do Well galloped at her opponent, only to get smacked aside by one of the heads, sending her tumbling into a wall. Before she could stand, a sack of bits slammed her into the wall again, the sack bursting open on impact. Rolling out of the way of the next bag, Mare Do Well took to the air again, avoiding several more of the heavy sacks as they exploded against the walls and ceilings as the villain continued to try and take her down. If she could just get close to him, past those mechanical heads, she could break the power gem and he’d go down quick.

“WHOA!” She barely avoided a sharp chunk of wood one of the heads tore from the desk and flung like a javelin at her, the other three breathing fire her way. Flying straight up, an idea formed. Slamming down on the chunk of wood, she tore it loose, catching it in her forehooves and doing a spin, flinging it at the villain.

As she hoped, the four mechanical heads grouped together to project their master, providing the distraction she needed as they tore wood chunk apart into dust and splinter. As they moved away, Dr. Hydra glanced about, Mare Do Well was gone. Before he even saw it coming, he was bucked from behind, sending him flying through the air and crashing into several tables. “Made you look.” Mare Do Well said, flying right at him and slamming her hoof down on the glass casing over the gem in his armor’s chest, shattering it and crushing the gem inside as the heads raised up, preparing to lunge for her but instead collapsed limply to the ground.

“Dr… Hydra cannot… be defeated… so easily…” The villain muttered weakly.

“That’s what they all say about themselves.” Mare Do Well said matter-of-factly before striking the otherwise helpless pony criminal in the face, knocking him unconscious. “It’s alright, you can all come out now.” She said, and several nervous staff began to come out of their hiding places behind the desks. “I’ll have the city guard in here to deal with him.”

“Thanks, Mare Do Well, we owe you big time.” The unicorn receptionist said, nursing the bruises she’d gotten when the supervillain had first shown up.

“It was nothing. Just doing my job.” Mare Do Well said, rubbing the back of her head and thankful her mask hid her blush. “Anyway, I better go now. Stay safe!” With that, she flew out the door and sped off into the afternoon sky.

~

Off the coast of Manehattan, another matter was occurring on Alkatrot Island, prison for many of Mare Do Well’s defeated adversaries.

“Well, your lawyer’s case is… unquestionable.” Warden Blackmane said, reading the scrolls. “I suppose I’ve no choice but to have you released. You’ve been in here for quite some time with good behavior so it would seem I’m otherwise unable to make an argument.”

“I understand your concern.” Sonic Boom said with a calm smile. “But believe me, the last thing I want to do is let this chance of freedom and setting things right in my life go to waste.” He said.

“I wish you the best in that, then. Your personal effects will be sent with you as well.” The warden said, though the reluctance in his tone was all to evident.

“Oh, don’t worry, I’m going to make sure anything that needs to be resolved is taken care of.” The unicorn stallion said with a smirk as he walked out the door, escorted by two guards.

Bidding a farewell on the transport boat off the island, Sonic Boom went to his quarters and summoned a quill and scroll. He owed Big Shot a thanks for the lawyers and bail pay. He’d behaved this long and had remained a model inmate to insure this would all be possible. The warden could complain all he wanted but the legal system had won in the end thanks to Big Shot’s manipulations. Looking in the box brought with him, he made a mental note to ask for some gizmonks to assist in repairs for what lay within. He had a new plan in store, and it was going to be a blast for everypony that got caught up with it, a perfect way to keep Mare Do Well occupied or, if he got lucky, removed from the picture completely while he filled out the little ‘shopping list’ from where he’d been directed to go. A better time could not have been chosen with Nightmare Night just around the corner.

~

Ponyville had gone all out this year, jack-o-lanterns, fake bat and ghost decorations were all around, and at the center of town a large stage was being set up. Rainbow Dash had noticed it was different then last year though. While she’d been mostly out of the loop of the events in town aside from whatever weather conditions were needed thanks to her double-life which left her either out of town, performing her duties, or sleeping, she could tell a lot of changes had been intended. Namely, that the stage seemed to have a lot more sound and lighting equipment being set up. Gems were brought in to power them, and as she lazily rolled over on her cloud, she allowed it to descend closer as curiosity got the best of her.

“Hey, Rainbow Dash!” A female voice she recognized called out from below. After calming down from having been startled, Rainbow turned and saw Vinyl Scratch standing there, looking up at her.

“Oh, hey, Vinyl! Long time no see, what’s up?” Rainbow asked. “What’s with all the crazy stage stuff?”

She could have sworn Vinyl raised an eyebrow at the question. Hard to tell given those huge sunglasses she always wore. The white unicorn deejay frowned slightly.

“You didn’t know? It’s been all over town the past week and a half where have you been?” She asked.

“Ohh, a lotta places…” The cyan pegasus said sheepishly. “Been pulling extra so I don’t do much more then nap around here when I’m not exercising. Guess a lotta ponies heard about my speed and knew how qualified I am for whatever they need when it comes to weather work!”

“I see.” Vinyl replied, Rainbow was unsure if the unicorn believed her story or not. “Well, anyway, this coming Nightmare Night we decided to do a big show for Princess Luna in her honor, ya know, bust up any doubts she might have of everypony being happy to see her on the night that kinda made a boogeymare out of her once and for all. Plus, Pinkie Pie assured me Princess Luna loves my kinda music. She’s been helping set up the party plans, I’m here to deliver the wubs. We’re calling it Nightmare Night Live!” She said with a mischievous smirk.

“Well that sounds pretty awesome, I’ll be glad to show up.” Rainbow said.

“Cool, I’ll look for ya!” Vinyl said. “But till then, I gotta get going, the new equipment should be here by now. Catchya later!” With a farewell wave, Vinyl galloped off in the direction of the ponyville delivery service office, leaving the cyan pegasus alone with her thoughts.

“What’ll I dress as…” She wondered. Her shadowbolt costume from last year was right out, not after the experience at the Wonderbolt Academy. The idea of showing up as Mare Do Well was something she could get away with, especially if any other ponies dressed as her they wouldn’t figure out she was the real deal.

Before she could think any further, a crash was heard, followed by a roar. Rainbow sat straight up and hopped off her cloud, flying straight in the direction of the sound, and from whatever several frightened ponies were fleeing from. Finally, she came across the source of the problem; a large manticore had strayed from the Everfree Forest. The beast swung its paw, knocking a mailbox aside and on closer inspection Fluttershy was there too, flying around it trying to speak to it.

“Excuse me, I don’t know why you’re upset, but I think we should talk this over…” Fluttershy attempted, trying reason first. The beast turned and roared in her face for her efforts, but the yellow pegasus landed on the ground and stood firm. “Fine, you really want to go that road?” She asked in a firm tone, giving her notorious Stare.

Rainbow remained hidden, waiting to see if this worked but ready to intervene if for some reason it did not. The manticore stared back at Fluttershy for a second, motionless, Pegasus mare and winged, scorpion-tailed beast remained in place, gazes locked. Then, Rainbow saw it raising its paw in what she knew to be a killing stroke. Oh no… Flying forward with all her strength, hooves out, Rainbow Dash slammed into the manticore’s side as hard as she could, knocking it clean off its feet and sending it crashing into a tree. The beast looked up for a moment, just in time for Rainbow to hoof it in the face, rendering it unconscious.

Fluttershy shuddered and flew over to Rainbow’s side. “Do you think he’ll be alright? I don’t understand… I’ve never seen a manticore so aggressive. I tried to reason with it, I tried to get it to tell me what was wrong, but he just kept attacking. When I tried the Stare, it didn’t work either… it’s weird but I know I’ve seen that manticore before, and he didn’t seem like he even recognized me.”

“Get some animals to bring him back into the Everfree Forest before he wakes up. I’ll do a patrol and see if I find anything that might explain it.” Rainbow said.

“Will you be alright?” Fluttershy asked. “…And I wouldn’t want you to miss the Nightmare Night Live event… I mean if you were gonna go, that is. I’m probably just gonna stay inside... you know I'm not much of a fan of Nightmare Night.”

“I’ll be fine. I fought a pony with four mechanical hydra heads coming out of his back a few days ago, this’ll be a piece’a cake. Just tell everypony I’m getting ready for Nightmare Night.” Rainbow said with her trademark cocky smirk, and with that, flew off to her cloud home to grab her costume.

~

“Well, nothing too weird. Well, weirder then what usually happens around here…” Mare Do Well muttered to herself as she looked about. The trees were thick but showed little to no sign of activity. The sun was setting and Nightmare Night celebrations would not be far off. “Better go report back. A big nothing.” She said with a sigh. As she turned, she then noticed rustling of the trees down below and flew closer to get a better look. Entering through the canopy, she descended onto a branch and saw several timberwolves sprinting through the woods, right in the direction of Ponyville!

“Not while I’m around!” Mare Do Well declared, swooping down and slamming into one of the timberwolves, causing it to shatter, then drawing into her belt, sending several flashbombs flying to blow up the others. The timberwolves turned and snarled at her.

“Don’t worry, plenty of fun for everyone!” Mare Do Well said, handing on the ground as the remaining beasts growled at her. One lunged, but the costumed pegasus flew over it, flinging another flash bomb into the back of its neck, causing its head to fall off. The last one howled, and the pieces of the others began to feed into its body, making it much larger. The gigantic timberwolf turned and swiped its paws at her, snarling. Mare Do Well zipped about, avoiding the attacks and taking up her last flashbomb, flinging it into the beast’s mouth as it opened. The bomb went off inside its jaws, taking the beast's entire head with it.

“Blech…” Mare Do Well muttered, the creature’s infamously foul breath making her want to hurl. Timberwolves may fight hard but they go down easy when somepony knew how to handle them. “Well, that takes care of—“ She paused, hearing more sounds and flew straight up to get a better look. Her eyes widened in horror behind the mask as she saw an entire army of timberwolves moving through the forest, all of them heading for Ponyville. Too many of them, she’d have to get the warning to Ponyville first. Turning, she flew as fast as she could back to town.

As soon as she was gone, the timberwolves’ ears perked and they paused, and finally a larger one approached, with Shockwave on its back. “My new system’s worked like a charm.” The helmeted unicorn said with a chuckle. “Let’s see how you fare against an army of these… Nightmare Night will be the event of a lifetime for that backward little hamlet.” His horn glowed, and a brief whistle sound emanated from his armor and all the Timberwolves turned as one to look at him. “We march out now! We’ll deal with Mare Do Well and Ponyville before she has a chance to mount a counter-strike! Let's give 'em a show that's sure to stay number one on Equestria's list!” He declared, and the timberwolves let out a howl, then broke into a run. As he rode, the costumed unicorn looked at the saddlebag he had with him, the necessary herbs he’d been requested, he’d have to send that off too somehow…

~

Getting up off the ground, Rainbow Dash searched frantically for her mask and hat. Due to the urgency of her arrival, she had not really bothered with a decent landing speed and had paid for it with an embarrassing tumble. “Gotta hurry…” She said to herself, finally finding her mask and hat and grabbing them up.

“Rainbow Dash?” Lyra asked, her and Bonbon standing just a few feet from her.

“Uhhhh, hey, Lyra, look I know what this looks like but—“

“No offense, Rainbow, but your Mare Do Well costume could use a little work. You look like you rolled around in the woods in it.” Bonbon remarked. Rainbow then noticed both ponies were wearing Mare Do Well costumes as well, with fake wings attached and minus the mask and hat, which she suspected were in the saddlebags they carried.

“Yeah, I’ll keep that in mind.” Rainbow said with a laugh. “Still, I know I look awesome in it either way.” The two mares shrugged from Rainbow's usual cockiness and continued off to their destination.

Sliding her mask and hat back on, Mare Do Well flew towards where the stage was. She had to get the warning out right away.

“Alright, ponies, as we wait for Princess Luna’s arrival, let’s start this night with a hit from Deadhor5!" Vinyl declared, dressed in a black suitcoat with a helmet that had random light colors go across it and raising up a disk to many cheers as the lights beamed about, only to suddenly get knocked over by Mare Do Well, sending her helmet rolling away.

“What in the bucking Tartarus?!” Vinyl demanded, getting up as Mare Do Well simply glanced at her, guessing the deejay assumed she was another pony just dressing up as the superheroine rather then the real deal, and approached the mic.

“Listen, we have to stop this party! There’s a whole army of timberwolves on the way here! We need anypony who can fight ready to handle this!” Mare Do Well ordered, greeted only by silence.

“Real clever! You actually had us going there!” One pony shouted with a laugh.

“Best Mare Do Well impersonation here. I almost bought it for a second!” Bonbon said to Lyra, impressed.

“Still, interrupting Vinyl for a Mare Do Well impression’s a little extreme.” Lyra mused.

Mare Do Well growled in annoyance, they clearly assumed this was some kind of Nightmare Night joke or an attempt to outshine the ponies who’d chosen to dress as Mare Do Well for Nightmare Night. She needed a way to convince somepony here… she looked over at Vinyl, who now that she had neither helmet nor shades on, looked more then a little annoyed.

“Vinyl, it’s really me.” She said, approaching.

“Right. Get in line with the others.” The white unicorn said, it was evident she wasn’t particularly happy with this disruption especially if it was a joke or some attempt at an impersonation.

“Vinyl, your old rival Sonic Boom trashed a club you had a gig at and took you to an old music studio, I came and saved you, beat him with a tornado and a good blow to the face. I recall finding and having your shades returned to you.” Mare Do Well said sternly, causing a guilty look to pass the deejay’s face as she realized she was in fact talking to the real deal.

“Oh, Celestia’s mane, I’m so sorry…” Vinyl said. “What do you need me to do?”

“Back me up here!” Mare Do Well whispered, Vinyl nodded and took the mic.

“She’s not lying, ponies. This is the real Mare Do Well, which has to mean no tricks I can totally vouch here. This is a serious threat, so we gotta—“

Before Vinyl could finish, a loud thumping of many heavy footsteps could be heard, birds were clearing from the Everfree Forest’s outskirts and out of the trees, many glowing green eyes were visible; the foul odor that told everypony there that Mare Do Well’s claims were true was soon smelt, and the creatures slowly emerged, letting out low growls.

“…hope for a decent plan here.” Vinyl said, her eyes wide in horror.

“Get the fillies and colts inside now!” Mare Do Well ordered into the mic where Vinyl levitated it. Anypony who can fight timberwolves, stay here. We’ll gonna need all the help we can get.” Many ponies scattered, though she noticed a few who stayed, all of them in Mare Do Well costumes, causing her to grimace a little. “This is no time for jokes! Unless you’re able to handle this, get inside!” She yelled.

“Oh, we’re plenty capable.” One earth pony Mare Do Well said in a low tone that had a suspiciously familiar southern accent.

“Just let us help out! We’ll be glad to turn those mean ol’ timberwolves into firewood!” another earth pony Mare Do Well said in a familiarly perky voice.

“No need to underestimate us.” The third one said, and the Mare Do Well on stage knew she didn’t have to guess who that one was to know it was Twilight. Rarity was probably passed out at the Boutique after having had to fill as many orders as she had for Mare Do Well costumes this night, including one sent to Canterlot of all places.

“We’re here to help.” A pegasus Mare Do Well that she could have sworn was Cloudchaser said, flying down, joined by another who she was certain was Lime Jelly. Rainbow grinned under the mask. She had her own army forming now! Her eyes widened though, as a large stallion in a customized male variant of a Mare Do Well costume came over and joined the growing group.

“You too, huh?” She asked flatly, raising an eyebrow and cocking her head behind the mask.

“Eeyup.” The male Mare Do Well costumer said.

“Alright, Mare Do Wells! Let’s teach these timberwolves a lesson!” Mare Do Well shouted, raising a hoof and the others did the same and charged the waiting beasts, who after a moment, began to charge them. “Everypony, pick a partner and bust them up!” Mare Do Well ordered, choosing the one in the center who was taller then the others, the other Mare Do Wells engaging the many others. Cloudchaser and Lime Jelly flew circles around their chosen opponents, swooping in and taking several strikes to knock chunks of their bodies away. Twilight moved about, narrowly dodging several strikes from her foe’s sharp claws and teleporting away as it attempted to chomp on her, firing several blasts of magic into its mouth and causing it to burst apart. That one gone, she moved on to another.

“Over here!” One of the earth pony Mare Do Well’s taunted in a giddy tone as the timberwolf slashed its paw at her, missing as she hopped right atop it. “Nope, missed me!” She said, bouncing again as the timberwolf slapped its other paw down attempting to crush her. It opened its paws apart finding nothing there. “Whatcha lookin’ at?” The earth pony Mare Do Well asked from its shoulder, and before it could turn its head in response, she’d somehow produced a small cannon she didn’t have before and blasted its head off with an explosion of confetti, candy, and cake supplies. “Ewww… hope that freshens your breath if you rebuild yourself!” She said, bouncing down idly as the rest of the body slowly fell apart.

The other earth pony Mare Do Well and the large stallion Mare Do Well were driven flank-to-flank by a pair of timberwolves they’d been fighting, both looked back at one-another, then as the beasts reared back and lunged their jaws forward, the two costumed ponies immediately turned around, delivering powerful bucks that shattered the beasts heads into dust and splinter on impact.

“Nice work!” The second earth pony Mare Do Well said, smirking under the mask.

“Eeyup.” The stallion Mare Do Well replied before they went off to face some more of the invaders.

Mare Do Well, the lead Mare Do Well, flew overhead, fighting what she could tell to be the pack leader. With all her speed, Rainbow pushed herself as hard as she could, smashing off parts of its body and striking its neck as much as she could, trying to knock its head off. The creature leaped in the air, swatting her and sending her spinning, but the costumed pegasus recovered, and with one powerful divebomb, shattered its neck, sending its head and body crashing to the ground, both shattering apart on impact. Looking around, she saw her disguised friends were handling themselves well against the others. “Now to find out who’s behind this…” She said aloud, when she was suddenly blasted aside by a burst of concussive force.

“That won’t take you very long, Mare Do Well…” A familiar, synthesized voice said. Mare Do Well turned, and there stood Shockwave, his helmet slid apart for a moment, revealing his sneering face before closing back up again.

“Shockwave!” She yelled, standing back up.

“Expecting Decepto? I’m sure he seemed more the type for a night like this didn’t he?” Shockwave said with a laugh. “But no, I’m the one who made early parole. Nopony but me makes a hit like this after promising to tie up some loose ends, especially when starting with you…” The costumed villain approached, the blue pads on his hooves starting to glow. However this went, he’d already handled at least part of his mission once the mailpony visited one of the mailboxes he’d passed on the way into town.

“Shoulda stayed in Alkatrot.” Mare Do Well said coldly, spreading her wings.

“It’s cute, all your little fans helping you out, but it wasn’t a challenge to spot the real deal. Who knows, maybe I’ll get to unmask you!” Shockwave said, and with that, he thrust his hoof out, firing a blast of soundwaves at her that sounded like somepony had compressed Vinyl’s whole music selection into a loud noise. The pegasus leaped into the air, narrowly avoiding the blast having anticipated it at the right time. The pegasus flew around him, striking him in the back and sending him tumbling across the ground. The villain rolled over back on his hooves and jumped in the air, firing twin blasts at her and sending her flying into the wall of a shed.

Mare Do Well grunted in pain, getting herself back up as she glared at Shockwave, who began to approach. “Pretty cool, huh? I learned how to utilize my suit’s sound manipulation to something resembling a dog whistle. It allows me to control the beasts of the Everfree through a series of high-frequency sound signals. The perfect way to tear down a town and carry out the boss’s orders to put you in your place should you show up…” He explained, doing a spin and sending a blade-shaped wave of sound that Mare Do Well barely avoided. When Rainbow instinctively looked back at the shed, she noticed the attack had effectively sliced about half of it clean off.

“So, Big Shot put you on his party list too, huh?” She asked, chuckling. “Funny, you were your own villain when I first fought you, now you gotta be the lapdog of some coward who still has yet to meet me face to face?”

“Oh, trust me. If you’re lucky enough, he’ll look forward to dealing with you personally. But he has plans that really can’t be disturbed right now.” Shockwave said, charging up once more and Mare Do Well flew straight up, barely avoiding a literal shockwave that emanated from the armored villain’s body that left cracks in nearby buildings and shattered more then a few windows.

“Well trust me, I’ll do more then ‘disturb’ them.” Mare Do Well shouted, flying high into the sky and plummeting down, air speed force building around her and striking him dead-on, sending him flying into a cottage wall. Smoke and dust settled, and Rainbow Dash’s eyes widened when she saw that Shockwave was unharmed, odd waves coming off his armor.

“Sorry, Mare Do Well, but this deejay learns from his mistakes and aims to improve.” Shockwave asked with a laugh. “Now why don’t I share with you this latest showstopper, I’ve been saving it on top of the charts, just for you!” He declared, and his horn glowed, suddenly a soft, piercing sound could be heard faintly, and the fallen pieces of the defeated timberwolves began to roll towards him, and covered the lower half of his body as they circulated around him, rising him higher off the ground, reforming around him and in seconds, Shockwave was gone, concealed within a massive timberwolf, larger then any Rainbow had ever seen before.

“Oh Tartarus…” Rainbow muttered.

“Get ready, Mare Do Well, because your song and dance number’s reaching its end!” Shockwave’s voice echoed as the massive timberwolf glared down at her, swiping its enormous paw her way. Mare Do Well moved out of the way, taking flight. The beast stomped after her, its eyes fading out for a moment as twin sound blasts fired through them like eyebeams, narrowly missing the swift pegasus.

“Look!” Twilight shouted, pointing with her hoof as she and the others continued to fight several remaining timberwolves and attempting to stop them from reforming.

“Come on, let’s get these darn things dealt with an’ help ‘er!” one of the earth pony Mare Do Wells said, stomping down on part of a fallen timberwolf’s face trying to prevent it from reforming, only to see three more already have. “Aw horseapples.” She muttered, and they continued fighting on.

Mare Do Well flew circles around the gigantic timberwolf and swooped down, striking it, only to bounce off and grunt in pain. This thing was way tougher and what bits of wood she did knock loose was hardly enough to make a difference. Shockwave’s sinister laughter echoing from it. “Give it up, Mare Do Well! This big beastie’s bark’s just as bad as it’s bite!” He shouted, the gigantic monster he controlled drawing in breath then letting out a sickening belch of dull green smoke. Mare Do Well was promptly hit with the disgusting odor and fell to the ground, nauseating from the smell of rotted wood and mold.

“Where the hay has that thing been…” Mare Do Well muttered, coughing and gagging as she tried to keep from throwing up.

“Too much to handle?” Shockwave’s voice taunted as the massive beast glared down at her. “That’s too bad, because I think it’s time for an encore!” He said, the giant timberwolf slowly began to draw breath again.

“THE THROAT! IN THE THROAT!” One of the earth pony Mare Do Well’s suddenly shouted after bucking another regular-sized one to pieces. Rainbow raised an eyebrow, looking down the beast’s wooden throat. Well, here goes nothing! As the beast let loose another foul belch, Mare Do Well held her breath and flew straight through it, into the creature’s mouth and down its throat. The monster gagged for a second, hitting its chest, then its glowing eyes widened as it suddenly and violently exploded, sending wooden debris everywhere and causing Mare Do Well and Shockwave to fall to the ground with a crash. Dazed, Mare Do Well suddenly felt Shockwave’s hoof on her chest, and the villain’s helmet split open, revealing Sonic Boom’s face again, a smug grin adorning it. He looked far worse for wear now, but was still in slightly better shape then she was, likely due to the protection his armor provided.

“Well, you may have busted up my giant timberwolf, but I’ll make this performance worthwhile by finding out who you are!” He said with a chuckle, leaning down to pull her mask off. His eyes widened in confusion when he saw Rainbow Dash’s face. “I have no idea who you are…” He muttered in disappointment.

“Seriously?!” Rainbow protested indignantly. How could this guy not know who she was? The fastest young flier in Equestria? Most awesome athlete around? Bearer of the Element of Loyalty? What rock had he been living under even before he turned to crime?

“I hate to say it, Shockwave, but you unmasked the wrong pony…” A firm, intimidating voice said behind the armored unicorn, who turned and saw another Mare Do Well. This one with wings. “I see my stand-in wore your forces down enough better then I’d expected.”

Shockwave laughed. “Oh please. How do I know you’re the real Mare Do Well and not a poser who can’t fight like this one did?” He raised his hoof at the newcomer and fired a sound blast. The other Mare Do Well raised her hooves and was enshrouded in black smoke, vanishing as the blast passed harmlessly through the cloud. Shockwave’s eyes widened, and he was suddenly hoofed from behind with tremendous force, sending him tumbling off of Rainbow Dash, who looked up at the newcomer in surprise. The other Mare Do Well approached, Shockwave attempted to fire again but was suddenly blasted with a bolt of magical power, shorting out his right forehoof. Raising his left, he attempted again, only to get blasted again, the explosion this time knocking him on his back. The new Mare Do Well galloped forward and swung again, knocking him over and slamming her hoof hard on his chest, causing his armor to dent inward and spark several times.

“You PATHETIC excuse for a supervillain! Did you honestly expect you could win against Mare Do Well after all this time? Mare Do Well is always improving, always growing stronger, she will always exist, and will always be there to put petty weaklings like you in your PLACE!” She said, her voice raising to a terrifying shout as she raised her hoof up once more, slamming it down into his helmet, knocking him unconscious. “My work here is done!” She shouted. “Everypony come out at once, the danger has passed and I must be off to intercept Princess Luna so she may have her guards apprehend this scum!” With that, she spread her wings and flew away.

Turning over, Rainbow Dash quickly threw her mask back on as the townsponies cautiously got out of their homes and back out into the open. The other Mare Do Wells looked down at the shattered timberwolves and watched as their pieces suddenly levitated off the ground and drifted back into the Everfree forest, free of their master’s control.

“Okay, THAT was pretty darn cool!” Vinyl Scratch said, poking her head out from under the stage where she’d taken cover earlier.

~

An hour later, some quick repairs were made, the stage was restored, and Vinyl had her sound set back in order; Shockwave lay tied up by the corner of the stage, sulking and grumbling to himself as the other ponies finished preparations. Rainbow Dash, still in full costume, suddenly was approached by the other Mare Do Wells, minus the stallion, and all of them took their masks and hats off.

“Hey, girls.” Rainbow said, smirking under the mask.

“That was mighty intense.” Applejack said. “Don’t think this is my kinda thing, though. Ah get enough excitement when other crazy stuff happens as it is.”

“Did you see me? I was all ‘over here!’ then I was all ‘nope! Over here!’ and those nasty ol’ timberwolves never touched me! Pinkie Sense in overdrive!” Pinkie Pie said, bouncing around happily.

“I’m just glad everything turned out okay before Luna got here…” Twilight said with a relaxed smile.

“Speaking of… look!” Cloudchaser said, gesturing upward, and everypony’s eyes were upon the full moon as the Princess of the Night descended down, leaping off her chariot and landing on the stage next to Vinyl.

“GREETI—I mean greetings, citizens of Ponyville!” Luna said, having nearly slipped into the Royal Canterlot Voice. “Before the celebrations begin, according to a costumed mare, am I to understand a criminal known as Shockwave has been apprehended?” She asked.

“Yeah, that party crasher’s right over there.” Vinyl said, gesturing to the bound unicorn villain. Luna smirked for a moment at Vinyl and the townsponies, then took on a stern expression and approached the now cowering Shockwave.

“THOU DAREST TO INTRUDE UPON THIS TOWN AND DEFILE A GLORIOUS HOLIDAY MADE AND UPHELD IN OUR NAME?!” Luna shouted, her voice bellowing as she stood inches from his face, the sheer force of her voice knocking him back a little and earning a very satisfied grin from Vinyl.

“Ye-yes, I did, and I’m sorry. I-I’d like to go back to Alkatrot now, your highness!” Shockwave muttered.

“THEN SO IT SHALL BE DONE! WE ADVISE THOU REMEMBER THINE PRINCESS’S MOST GENEROUS MERCY PASSED UPON THEE IN HONOR OF THIS NIGHT!” Luna bellowed, and turned to her guards. “Load him in my chariot, and deliver him to Alkatrot at once. Return when you have finished.” She said, resuming her more up-to-date voice and speech. Her guards nodded and took the defeated supervillain into the chariot, flying away with him towards Manehattan where the prison island awaited.

“Well, now that such matters are attended to…” Luna said, smirking and suddenly the illusion of Nightmare Moon enshrouded her. “FILLIES AND COLTS! BRING US OUR TRIBUTE AT ONCE OR WE MAY FEAST UPON YOU ALL!” She bellowed, the young ponies cheering then sprinting off in mock-terror to the Nightmare Moon statue, their parents leading the way.

The image of Nightmare Moon vanished, and Luna returned to the stage. “Now, Vinyl, let us resume the festivities.”

“On it!” The unicorn deejay said with a grin, starting it off by playing a song titled Nightmare Night.

~

“So Ponyville’s safe for another day now. And I loved your singing The Moon Rises at the end of the show!” Rainbow said proudly as she walked with Luna past a few buildings and up a hilltop after the festivities had come towards their conclusion.

“I am pleased to hear that, Rainbow Dash.” Luna said with a smile. “Equestria is fortunate to have such dedicated protectors.”

“Yeah, it sure is.” Rainbow said with a laugh. “And the way you completely owned Shockwave back there when he almost had me? I mean, I woulda had him in the end, but that was still so awesome!”

Luna chuckled to herself. “Not a word of it to my sister. I had arrived early hoping to surprise everypony with my Nightmare Night costume, saw what had happened and decided to take advantage of the situation.”

“Wow.” Rainbow replied, blushing, having not expected that would have been where Rarity’s Canterlot order for a costume had gone to. “Well at least it means Shockwave doesn’t know Mare Do Well’s identity, and he’s sure to be scared out of his mind for a good while.”

“I’m just pleased that this time I frightened the right pony. Twilight has quite a tale to tell of last time.” Luna replied with a laugh. Her expression then turned serious. “There is another matter, Rainbow Dash. The stars tell me something big is coming, within the next few months will come a time where your role as Mare Do Well will be truly tested once more, the bond with your friends along with your own strength will be essential in succeeding, and that Big Shot is more then he appears. In what way, I do not know... but you, as Mare Do Well, must be the one to stop him in the end.”

“How… I’ve hardly gotten any closer to uncovering his plans!”

“In time, you will. Be ready and grow stronger by continuing what you do now, Rainbow Dash. I now bid you goodnight.” With that, the Princess of the Night spread her wings and flew down to the town square, where her chariot waited.

As Luna departed back to Canterlot, Rainbow Dash smiled as she slid back on her mask, straightened out her hat, and flew off to head back to town as well.

Author's Note

And there stands the latest chapter! After next episode, the subplot will really start to kick into high gear!

Thanks again, all my loyal readers. It's you who has truly made this possible and given me the motivation and drive to continue. True, Decepto probably did seem more the type for Nightmare Night, but I realized Shockwave hadn't been out since the first episode and deserved a little out-time again with a scheme that fitted him and instilling the frights of Nightmare Night. Next chapter will hopefully be done some time this coming weekend!

Cold and Warmth

“This is SO insane…” Mare Do Well grumbled as she hid behind a trash can as bit-shaped coins were fired at her rapidly.

“Come out, come out, Mare Do Well. Time is money after all,” a unicorn with a black suit and mask with a bit currency symbol on it declared as he approached, a pair of two gatling cannons adorning his shoulders. “Try to stop Coinpinch from robbing Baltimare Jewelry Emporium and Coinpinch stops you permanently!” His cannons rotated, firing numerous coins again.

“Alright, this has gone on long enough. Hearth’s Warming Eve’s a day away for Celestia’s sake!” Mare Do Well said angrily, bucking the trash can and sending it straight at the villain, knocking him back indoors. Before he even saw it coming, Mare Do Well was upon him, stomping her hoof into his chest several times and knocking the wind out of him. “Sorry, Coinpinch. Time to pay your debt to society.” She said, smirking under the mask as she brought her hoof down once more to his face, knocking him out. Looking over at the store clerk, she shoved the unconscious criminal aside. “Call the city guard now.”

“Thanks…” the clerk said, still a little shaky.

“It’s no problem. Have a good Hearth’s Warming!” the said, and with that, she flew back homeward. “You’d think I’d get a break around this time of year…” Rainbow muttered to herself.

~

She could sense it… the snow, the cold, all of it outside while she lay here in her icy prison that felt more and more like a tomb with each passing day. Frostmare stared off into space, longing for a way to see the outside world that night and watch for the morning of Hearth’s Warming Eve, the day when winter was at it’s most beautiful. It brought back the memories…

“Snow Angel! I missed you so much!” Misty Cloud ran up and gave her big sister a hug.

“Aw, I missed you too, Misty-Wisty!” Snow Angel said with a chuckle as she wrapped her foreleg around the filly. “Got that pie from Sweet Apple Acres. Dessert’s gonna be great.”

“Dinner’s gonna be just as good. It’s so wonderful to see you home, honey,” her mother said, smiling as she moved about in the kitchen.

“Eh, the university’s got a lot going on. I gotta do my part in making a difference in this kingdom, right?” Snow Angel said with a laugh.

“Outside! Look!” Misty said, bouncing up and down, her tiny wings fluttering as she attempted to point out the window. Snow Angel approached and crouched down, letting her sister on her back as she stood up and they both looked out the window. The snow had just begun to fall, the two sisters marveled at its beauty. Today was sure to be a wonderful Hearth’s Warming Eve…

Frostmare grit her teeth, ice-cold fog puffed from her mouth as she exhaled sharply. She’d never get to experience that again, ever. An accident that turned her into this, her sister having been frozen solid, and that meddling so-called superhero who foiled her effort to bring an early winter to Ponyville and left her trapped her like a caged animal. Icicles formed around her cell, growing more jagged and sharp as she grew more and more bitter.

Her train of thought was suddenly and sharply interrupted by the creaking sound of the service tray and something being slid in, causing her to raise an eyebrow in curiosity. Odd, it wasn’t mealtime just yet… She mused, approaching and there lay only a letter.

When the Eve is upon you, the heat is off. It read. She leaned against the door and listened, guards were approaching, and soon the door opened. Two unicorn guards, one engulfing both in a barrier spell and the other floating a lunch tray with his magic.

“Alright, Frostmare, we got you an early Hearth’s Warming Eve meal. You’ve been pretty well-behaved so we hope it’s good—” one began, and suddenly the heaters behind them cut off. They glanced back for a second in confusion and that was all Frostmare needed.

Grinning, she let out a fierce yell and gusts of frigid wind blew around her, surrounding the guards, ice formed along the floor and quickly covered them up to their knees, rendering them unable to move. Another gust of icy wind blew past them, carrying Frostmare with it and leaving icicles and frost in its wake.

“So much for kind gestures…” one guard muttered, shivering. The other struggled to free himself but the ice was too thick.

In seconds, the alarm sounded, but it was too late as Frostmare burst from a high window and flew off into the snowy skies with a triumphant laugh.

Free at last… she felt the winter winds blow around her, weaving through her coat and wings. However, it did little to combat the lonliness she still felt from her memories of this day, but she knew how to cure that… flying above the clouds and studying the stars, she determined southwest, and immediately flew in that direction.

Ponyville, where she’d last visited. She’d make them all pay, their happy families and celebrating their good fortunes and friendships this time of year, none of which she had anymore… and she’d start with the pony she blamed for losing that.

“Mare Do Well…” she said, gritting her teeth as she immediately picked up speed.

~

Rainbow Dash flew around Ponyville the following afternoon, putting on a grin as she greeted everypony she passed, saddlebags on along with a scarf around her neck and goggles over her eyes. It was already beginning to snow again, though she already knew the weather routine and this one was nothing compared to what would follow later, she had to admit she enjoyed the handiwork she and the rest of the weather team had put together.

As she flew about, Rainbow slowed down as she passed a few shops, realizing she had yet to get something for Scootaloo… the kid looked up to her so much it’d feel wrong not to show some appreciation for that when this holiday came around. Toys? Nah, she barely payed them any notice. New scooter? Hers worked just fine and she seemed pretty attached to it either way… not to mention she was finally starting to improve on flying so even if she needed a new one she might not have needed it for too long. Growling the pegasus tried to think. She had planned to swing by Twilight’s anyway to fill her in on last night’s patrol, maybe she’d have some insight.

Twilight had just finished sorting books when a loud thump from the door startled her. “Must be Rainbow,” the unicorn muttered, Spike paying neither her nor the sound no mind as he seemed rather caught up in which of the two gems he had would go to Rarity and which would go to his stomach. Opening the door, Twilight discovered a lump of snow with two rose-colored eyes peering out of it seated at her doorstep. “Rainbow? You okay?” she asked.

“Hey, Twi… guess I didn’t slow down fast enough. Not a lotta traction on the ground,” the pegasus said sheepishly, rising out of the snow pile and shaking herself off.

“I see…” Twilight said, looking at the front of her door to make sure it didn’t suffer any damages. “I take it patrol in Baltimare went well?”

“Yeah, mostly. Jewelry store robbery by some freak with cannons that shot fake coins at me. Where do they come up with these gimmicks?” the pegasus asked with an eyeroll.

“Well, at least you seem okay from it. No new costume damages either, I hope?” Twilight asked.

“Not a scratch!” Rainbow said with a grin. “Hey, look, I kinda wanted to know something else… I was thinkin’ of getting Scootaloo a Hearth’s Warming gift, but I can’t think of anything to get her!” she said. “I mean… I know she once wished there were action figures of Mare Do Well but I find the whole idea of one existing kinda creepy, they’d never get my perfect physique right I’d probably look chunky as one!”

Twilight levitated her saddlebag from its hanger. “Well, why don’t we shop around, maybe we’ll find something? I think Barnyard Bargains is still open!” she offered.

“Eh, I guess,” Rainbow said with a shrug. Moments later, they were both out the door and on their way to the largest and by this point likely most crowded shop in the town.

~

Walking together through the snowy streets, Rainbow looked around her. “You know, I really hope crime and stuff takes the day off, too. I’d like to actually celebrate today like I used to, you know?” she asked her companion.

“I get what you mean, Rainbow. I think anypony would love to have some time off every once and awhile,” Twilight answered.

“Yeah, but I don’t get that now,” Rainbow replied, scowling. “I do, I feel bad that I’m not out there making sure nopony’s in danger. I don’t, I end up wishing I did. Don’t evil-doers have any loved ones they can take time out with?”

Twilight chuckled. “I sometimes think that about my studies. I’m always working on that when I’m not out on crazy adventures with you or the others or tending to the library. But I don’t want to slip up and flunk out,” she said.

“An egghead like you? Not a chance,” Rainbow said with a laugh. “But even then, a little time out would make me feel loads better if I could actually do that anymore… curse of being a superhero and all…” she said.

“Oh, I meant to give this to you, kinda forgot about it and figured I’d take it to you later… I got a message from Celestia, it’s addressed to you on the outside,” Twilight said, her horn glowing and a scroll emerged from her saddlebag.

“Why didn’t she just give it to me?” Rainbow asks.

“Dunno… guess she wanted me to give it to you,” Twilight said, magically opening and unrolling it for Rainbow to read. “What’s it say?”

The pegasus shrugged. “Just to remember what Hearth’s Warming Eve is about and how it began. I already know this stuff, I mean I was in a play about it once, remember?” Rainbow asked with a laugh, dropping the scroll in her saddlebag. “That’s great and all, but I kinda gotta also remember being Equestria’s most awesome superhero too.”

“Of course...” Twilight replied, noticing how much Rainbow’s saddlebag looked like it was already well-occupied. “Don’t tell me you brought a reminder for that too…” she said.

“Aw, Twi, when have I been wrong about bringing the costume anywhere?” Rainbow asked as they entered the superstore.

“Right, but still, Ponyville hasn’t seen any problems lately, what’s gonna happen on this short a notice?” the unicorn asked. Before they could answer, a bundled figure pushed past them roughly and moved on down one of the aisles, and an announcement came on.

“The blizzard has begun to intensify outside, everypony hurry with your purchases and return to your homes as soon as possible,” Filthy Rich’s voice stated overhead. As these words were said, Rainbow’s eyes traced down to where she saw clumps of slush where the stranger had passed, and more oddly how they seemed to freeze over. She looked at where the stranger had gone to, noticing white legs from under the cloak, and the traces of ice and frost being left behind.

“So your fault for saying that, Twi…” Rainbow muttered to her friend, and before Twilight could answer, the pegasus had bolted off to the restroom.

“What are you—“ Twilight began, then looked over at where Rainbow had been glancing earlier and she realized what was going on.

Oh no…

White and blue wisps of cold began to swirl around the bundled stranger, who chuckled as she cast off her disguise, revealing Frostmare underneath.

“Sorry, ponies, but it looks like the announcements weren’t kidding!” the icy pegasus declared, cold gusts already beginning to cause ice to form around the shelves and shoppers to flee. Twilight moved behind one of the shelves, and levitated several toys with her magic, sending them flying at Frostmare. The pegasus grunted when several struck her, including a giant stuffed animal that knocked her off her hooves.

“So not cool…” Frostmane grumbled, growling angrily as the stuffed animal froze over and she gave it a quick buck with her hind legs, sending it flying and shattering when it landed. “Alright, come on out, whoever did that!” she said angrily, more icy gusts of wind gathering at the ceiling and forming large icicles. Frostmare glaring about, the icicles began to detatch themselves and drop to the ground, smashing apart shelves as the pegasus sought out her assailant. Loud crashes were heard as each icicle fell. Twilight grew worried, teleporting away from one before it fell on her, and reappearing behind another. Frostmare raised an eyebrow when she noticed a flash of light signifying magic use. “Clever…” she muttered, slamming her hoof and a thin line of ice zigzagged to where Twilight was, and before the unicorn could teleport, ice rapidly formed around her up to her neck. Before Twilight’s horn could charge another teleport spell, Frostmare sent a chunk of ice at her, striking her in the face and dazing the unicorn.

“Well, well, well… you again, the one who helped Mare Do Well out last time?” she asked. “You really shouldn’t have come here,” a large icicle began to form on the ceiling, right above Twilight. The unicorn looked up, still fighting the pain from the abuse she’d gotten and realizing what Frostmare had in mind. Before the icicle could drop, however, the icy trap shattered, and Frostmare saw a flash of dark purple and navy blue shoot by, having freed her captive.

“I should say the same about you, Frostmare,” Mare Do Well said firmly.

"What can I say, the cooler didn't suit me," Frostmare replied with a playful smirk as cold winds began to swirl around her again.

“Really… Hearth’s Warming Eve… what kinda pony tries to ruin that?” Mare Do Well asked as she prepared for the next attack.

Frostmare scowled. “The kind who feels everypony else deserves to have it ruined!” she shouted, taking a stance and a powerful blast of cold blew straight at the costumed pegasus and the unicorn, who both immediately jumped out of the way. The cold blast struck another shelf, instantly encasing everything on it in ice. With Mare Do Well present and recalling her last defeat at her hooves, Frostmare’s ferocity increased as she summoned icicles from the ground that grew as high as the ceiling in less then a second, forcing the pegasus to dodge about carefully.

Twilight, meanwhile, noticing Frostmare no longer seemed to have interest in her, looked about hoping to find some way to help. Cautiously moving around the shelves and narrowly avoiding getting impaled by one of the giant icicles Frostmare summoned, the unicorn took a moment to recall Frostmare’s strengths and weaknesses. Frostmare wasn’t genuinely evil like most of Mare Do Well’s enemies, but her cryokinetic powers combined with her mental instability made her one of the most dangerous in a direct confrontation. Suddenly the memory of telling Rainbow to throw her hot tea at the villainess popped in her head. Frostmare could not survive outside of cold temperatures for long, and warm or hot substances seemed to harm her. Then she noticed a small stand in the store that was selling tea and coffee until Frostmare attacked, and teleported herself over, trying to avoid getting caught up in the fight that seemed to now be spanning nearly everywhere else in the store.

Up in the air, Mare Do Well and Frostmare circled eachother. Frostmare fired more icicles at Mare Do Well, who returned the favor flinging flash bombs to destroy them and disorient the other pegasus, but Frostmare pressed on. Mare Do Well knew she had to avoid Frostmare’s attacks at all costs, a lucky hit from those bladelike icicles or intense could would send her to the ground and leave her at a complete disadvantage. With all the supplies around she couldn’t do a tornado attack as it’d sweep up too much debris. There had to be something. She heard a pop and saw Twilight near the concessions. What was she doing over—

She saw the sign, and realization hit her. Now it was a matter of dealing with Frostmare. Throwing a flash bomb and then using the distraction to swoop down, Mare Do Well snagged several toys with her hooves and flung them at Frostmare, who dodged them or swatted them aside with her hooves as she remained where she was.

“I can do this all night!” Mare Do Well said, scooping up a few and returning to the air, flinging them all at once at the other pegasus, whose eyes flashed and they were promptly engulfed in a gust of frigid winds.

“We’ll see about that,” Frostmare said, suddenly flying straight at her, Mare Do Well remained in place, and the moment Frostmare connected, Mare Do Well positioned her hooves and struck Frostmare, and with a flip in the air, flung her straight at where Twilight was, right into the coffee and tea machine and creating an explosion of steam as the warm liquids splashed everywhere when Frostmare impacted into it.

Immediately, Frostmare screamed in pain, feeling like she was being soaked in acid. With all the steam around her, she found she could barely breathe. Scrambling to her hooves, the hot liquids simmering on her, Frostmare flew straight to the nearest window and smashed through it, disappearing into the night.

“We should probably go,” Twilight said, earning a nod from Mare Do Well, who flew over beside her. A second later, both vanished from the store.

~

“So… Frostmare’s back… just what we needed,” Rainbow Dash muttered as she removed her hat and mask.

“Yeah, and it looks like she’s out for revenge. Not just on you, but Ponyville…” Twilight said. “She blamed everypony for her sister’s death, that’d make most be dead set on causing this much trouble.”

“But two things, Twi. First of all, it was her own fault in that fight. Frostmare’s, in case you haven’t noticed, Twi, a little crazy in the head!” Rainbow said. “And second, Misty Cloud’s not dead. She survived but she’s been in a coma. Being a pegasus is probably the only reason she’s still alive, remember, but since she’s just a filly, it got her pretty badly.”

“Obviously Frostmare doesn’t know about that last part,” Twilight said. “You know, minus the craziness, I can’t help but… I dunno… feel a little bad for her. Think of how lonely she probably feels, and not being able to do anything about it; and seeing a holiday like this, where families come together to celebrate their warmth and love…” the unicorn mused.

“Doesn’t matter, Twi. She’s gotta be stopped or Ponyville’s gonna become one giant popsicle and I doubt she’s planning for anypony to survive that,” Rainbow answered sternly. “I gotta track her down even in this blizzard, no matter what. I’m gonna do a patrol, I got a few ideas where she might be if you’re right about what she might be feeling,” the pegasus answered, sliding back on her mask and hat, then opening the door and exiting quickly as to not let in the cold winds.

Several minutes later, Twilight had finished lighting the fire, filled with worry. Rainbow was a pegasus and weatherpony… she could handle this weather. It was Frostmare she was worried her friend would be in over her head with, especially by herself with no means of exploiting the icy pegasus’ weakness. Looking outside, she could see the blizzard starting to worsen, and returned to the fireplace again.

“Spike, do you have that tea ready yet?” she asked.

“Almost, Twi!” Spike called, putting extra care into the present he was preparing for Rarity and paying the kettle no mind at the moment.

As Twilight prepared to find a book to get her mind off her concerns she heard a crisp knock at the door.

~

Dark. Cold. Windy. Gotta love a challenge! Rainbow thought to herself as she flew about the snowy skies of Ponyville and attempting to keep her spirits up. Noticing a trail of large chunks of ice and broken trees leading towards Ponyville Cemetary, the costumed pegasus smirked. Her hunch had been right after all.

Landing near the entrance, she moved on hoof to follow the trail, creeping carefully along and staying in the shadows, a pair of lanterns were all the illumination provided and she could see a white pegasus up ahead, searching for something.

“Not here… where are you, Misty?!” Frostmare demanded angrily, slamming her hoof and causing jagged ice crystals to form around where she stood. “I couldn’t mourn you…” she said, her tone softer now. “The least I want to do… is…” she fell to her haunches. “...Be with you for tonight…”

Suddenly flash bombs went off around her, startling the icy pegasus and allowing the distraction Mare Do Well needed to take to the air and swoop down, doing a spin around her to disorient Frostmare and then striking her backward with her hoof.

“You again. Don’t you have family to be with?!” Frostmare asked sarcastically. “Not that you’ll still have a chance to anymore!” she snarled, rearing back and a jagged ice spike suddenly formed from the ground and launched at Mare Do Well, who jumped over and ran across it, tackling Frostmare and the two tumbled across the snow and crashed into another headstone. Frostmare swept her hind leg out, knocking Mare Do Well on her back, Mare Do Well rolled across the ground and back on her hooves, glaring at her.

“I lost the pony who mattered most to me. Care to argue with that?” Frostmare asked.

“She’s not dead, Frostmare. Believe it or not she survived what YOU did to her. She’s in a coma that’s why there’s no gravestone,” Mare Do Well answered.

“Liar!” Frostmare shouted, thrusting a hoof out and a blast of frigid wind flew straight at Mare Do Well, encasing her hooves in ice before she could move. The costumed pegasus struggled, then an idea came to mind. Moving her wing to her belt, she managed to get out another flash bomb, dropping it by her hooves and shattering the ice, allowing her an escape before Frostmare could thicken the icy prison she was preparing for her.

“I’m not lying, Frostmare!” Mare Do Well answered, now airborne as she dodged several icicles that flew straight at her.

“I had everything taken away from me because of an accident that made me this way!” Frostmare responded hatefully, her luminescent blue eyes glowing briefly. “Ponyville’s happiness is undeserved when they don’t care to remember anypony who could lose so much!” she snarled, cold winds beginning to form around her. “Anypony who knew they’d never be able to enjoy a normal day or see somepony they care for ever again because of what happened to them. I’ll make them remember by making them feel the same coldness I have for so many months!”

Mare Do Well swooped in, but Frostmare was ready, she pushed on through the icy winds but they grew stronger and colder by the instant, and before she could reach Frostmare and land a hit, she felt her wings and hooves freeze up and she plummeted to the ground. The moment she did, Frostmare smirked, pacing around her as ice began to form around Mare Do Well’s hooves.

“…And I’ll start with you!” Frostmare said. As the cold winds began to build up again, however, a flash of light appeared in front of her and a scroll dropped at her hooves. Confused, Frostmare turned her attention away from her foe and slid it open with her hoof, and looked it over. As she did, Mare Do Well noticed Frostmare’s cruel gaze change to one of shock and grief.

“I-It… can’t be… sh-she's...” Frostmare muttered, backing away from the scroll as the winds rapidly died down. Feeling the ice begin to weaken, Mare Do Well broke free and galloped after the letter as it began to blow away, catching it under her hoof and reading it and she, too, was overcome with disbelief.

Apparently Twilight had been visited by Dr. Stable, who had braved the storm to inform her and Misty’s mother. She couldn’t help but find it interesting that it’d happen now, but then another letter came to mind that brought such a coincidence full circle…

~

Dear my faithful subject, Rainbow Dash

You are a dedicated and valiant hero to ponykind, and I hope that will never change. With the Hearth’s Warming Eve upon us, however, you may come to learn not all battles can be won with fighting, but some must be won with love. For remember, the true power of Hearth’s Warming Eve came from when ponies ceased their conflicts, and came together in love and friendship, and even the coldest hearts in the land were warmed.

Signed,
Princess Celestia

~

Mare Do Well looked back down at the letter from Frostmare’s sister. Misty had woken up. The letter had Spike’s handwriting but the wording and such suggested he was ghostwriting it for her and Twilight must have ordered he send it to them. Made sense, the filly probably wasn’t in any shape to write anything yet.

Please, stop, Snow Angel! This isn’t you! I love you so much, you're my big sister and you don’t have to be bad! the letter read.

“No… no… it’s too late! I can’t be myself again, I can’t be the sister that Misty knew anymore!” Frostmare shouted, teeth grit as the winds began to build again, and Mare Do Well noticed ice slowly cover Misty’s letter and her hooves, immobilizing her again.

“That’s… not true, Frostmare,” Mare Do Well said, trying to free herself. “Didn’t you read that? Anypony can change if they really want to! Especially if it’s for the right reasons!” she explained. Rainbow herself certainly had ever since becoming Mare Do Well. She’d always been loyal to her friends, now she was loyal to everypony she helped, and had been willing to accept the loss of her lifelong dreams to continue to be so. No… she became Mare Do Well because she wanted to change, to be a better hero… but now it wasn’t some pony acquaintance or civilian she was saving from some supervillain… it was her own adversary that needed her help now. “Snow Angel…” she said softly.

“DON’T CALL ME THAT!” Frostmare screamed out, letting out a gust of frigid air that increased the ice around Mare Do Well.

“Please… listen… I’m not good at talking stuff out but I’m doing my best here for you,” Mare Do Well said. “That letter from your sister, even if you feel this way, even with what you’ve done, she still has faith in you. She still wants you back! Are you really gonna throw away that chance?”

“STOP IT! STOP IT!” Frostmare shouted, another gust, but this one was weaker, then it began to die down as she began to back away. As this happened, Mare Do Well felt the ice weaken once more and she broke herself free and approached cautiously.

“Snow Angel, please. For her.”

“I can’t! I CAN’T! This is all I am now!” Frostmare cried out again, jagged ice spires jutting out between her and the costumed pegasus her voice trembling now as she backed away further. PLEASE! STAY BACK!” A wall of ice formed between them now but it crumbled away in seconds, revealing the white pegasus now collapsed on the ground.

“You’re not as alone as you think. Your sister still loves you, and you can still be the good pony she knew if you’ll give yourself that chance!”

Hyperventilating, Frostmare thrust her head back and let out a loud, agonized scream as all the months of loneliness and now realization of her sister’s faith in her despite having nearly taken her life all crashing down on her. Ice and frigid snow swirled around her violently but soon fell to the ground, melting around where she sat, the icy pegasus burying her face as she began crying.

Silently, Mare Do Well approached, gently placing her hoof on the weeping pegasus’ shoulder.

“Snow Angel… it’s gonna be alright. I won’t leave you hanging. I promise,” she said softly.

Frostmare curled under Mare Do Well’s hoof as the costumed Pegasus held her, her words choked by her pained sobs “I’m sorry! I’m sorry Misty! I’m so sorry! I-I never… I’m s-sorry!”

~

As she watched Frostmare quietly but very cooperatively leave with the authorities to be taken back to Alkatrot, Mare Do Well heard a voice call her. Turning she smiled a little under the mask as Twilight approached.

“I take it you got my message,” Twilight said with a smile. “Dr. Stable showed up not long after you left. Hope she didn’t rough you up too much before the message got there.”

“Nothing I couldn’t handle…” Mare Do Well answered, though there was some sadness in her tone.

“You alright?” Twilight asked.

“There’s hope for Frostmare. She’s gonna go back and try to… get better,” Mare Do Well replied. “Look, I gotta go. There’s a few places I gotta visit before tonight’s over, okay?” she asked, spreading her wings and flying away before Twilight could answer.

~

Dear Princess Celestia,

I’ve always been used to solving every problem I come against by being tough and strong, or sometimes having to be smarter. But this was different somehow. You were right, that there are times where a fight is won by being strong in the heart… I never was one for such cheesy lines but I guess it’s okay this time of year.

Frostmare… no… Snow Angel… she was the one who needed help this time, and I hope for the best for her. Hearth’s Warming Eve really is about love and friendship warming ponies’ hearts, and it means a lot more then beating up crazy villains that I was able to do that for her… I guess that’s what you had in mind when you sent me that letter, wasn’t it? Misty Cloud is doing well, and I think, as a hero I got a few other things I want to do for the ponies I know could use a little extra Hearth’s Warming cheer before it’s over!

Your Faithful Subject
Rainbow Dash / Mare Do Well

~

The fire of friendship lives in our hearts…

Scootaloo could not sleep that night, the excitement of Father Hearth’s Warming was just too much for her. As a result, the pegasus filly had found herself rolling and tossing and turning left and right in her bed, wishing time would go by faster or she’d finally drift off. Sighing in defeat, the filly stared up at the ceiling, only to be interrupted by a soft tapping at her window. Getting up, she noticed a familiar figure there and nudged open the window.

“Rainb—I mean… Mare Do Well?” Scootaloo asked.

“Heya, Squirt,” Mare Do Well said, sliding up her mask and revealing Rainbow’s grinning face. “How ya keeping? Getting ready for Father Hearth’s Warming?” she asked.

“I wish. I can’t sleep, though. Way too excited!” Scootaloo said with an eyeroll.

“Well, howabout a little flight around town, might help you sleep, and not to mention the view’s great!” the costumed pegasus answered. Scootaloo grinned widely and nodded, rushing over to her desk to leave a note in case her parents came by, and mustering her strength, flew out the window and onto Mare Do Well’s back.

“Hang on tight, kiddo,” the pegasus superheroine said, the filly complied, and they flew off together, gliding over the snow-covered rooftops below, the moonlight from the clearing sky making them glisten. “Happy Hearth’s Warming Eve, Scoots.”

As long as it burns we cannot drift apart…

In her cell in Alkatrot, Frostmare sat quietly, looking down at the floor as she formed an ice sculpture of herself and her sister from happier times, a faint, but sad smile on the mare’s face. Her thoughts were interrupted however, by a knock at her cell door, noticing the guards there trying to get her attention.

Though quarrels arise, their numbers are few…

Having returned Scootaloo home and tucked her in, Rainbow Dash stopped by her home to change out of the costume and flew back to Twilight’s home, the moment she opened the door, however, she was caught off-guard by Pinkie Pie, Fluttershy, Rarity, and Applejack, along with Twilight and Spike.

“Hey, guys. Hope I’m not late,” Rainbow said with a sheepish laugh.

“Naw, we waited for you to get here!” Pinkie Pie said with a grin.

“So, what pray tell took you so long?” Rarity asked.

“Oh, a couple stops here and there. Had some words with the authorities and such, and made one extra stop before Scootaloo’s.”

Laughter and singing will see us through…

Frostmare was, needless to say, a little confused as she was escorted down the halls to the visitation area. The guards watched her every move, and two others had a heating system ready should she try anything, but their expressions seemed more out of obligated caution then contempt. The Warden pressed a switch on a doorway ahead, and gestured Frostmare through. The white pegasus complied, and stopped in her tracks when she saw who was waiting for her. Behind the reinforced glass walls, stood her mother and sister, both smiling at her upon her arrival.

“Mare Do Well visited the hospital… said I should come see you,” Misty said, putting her hoof on the glass that stood between them and smiling softly at her older sister. Frostmare returned the gesture, smiling as the first tears of joy she’d shed in a long time formed in her eyes.

We are a circle of pony friends…

The party had since ended and the others had gone home, save Spike who had gone to bed. Twilight and Rainbow simply watched as the snow fell outside.

“We’ve gone through some pretty crazy adventures, Rainbow,” Twilight said at last.

“Yeah, well, comes with the territory of being Equestria’s coolest superhero, Twi,” Rainbow said, grinning.

“You’re Equestria’s only superhero, Rainbow,” Twilight replied dryly.

“Obviously! Is there anypony else who measures up?” Rainbow asked with a laugh.

“Well, after what you did for Scootaloo and even the pony who almost froze over the town, I guess I can’t argue with that,” Twilight answered with an eyeroll. “Sometimes you can be so reckless and so boastful, you know.”

“And you can be such an egghead and a know-it-all, Twi,” Rainbow retorted.

“But… you really are a sweet, loyal pony. I couldn’t be more proud to have you as a friend, Rainbow,” Twilight said, a genuine smile on her face as she reached under her bed and slid a gift over to Rainbow Dash, who looked down at it for a moment and then at Twilight in surprise. A second later, the cyan pegasus shook her head.

“Twi… I didn’t think to…” she began.

“It’s fine, Rainbow,” Twilight replied. “You’re always busy fighting crime and being a superhero,” she added before Rainbow Dash playfully tapped her on the head with her hoof.

“I didn’t think to miss out on doing the same for you, Twi!” Rainbow said with a laugh, pleased Twilight fell for her joke. Reaching into the saddlebag she’d left on the bed, she slid out a gift of her own for her long-time support in the path she’d chosen for herself.

“Happy Hearth’s Warming, Twi.”

“You too, Rainbow.”

A circle of friends we'll be to the very end…

Author's Note

And there ya go, at long last the long-awaited new chapter of Mare Do Well: The Series! Yea I know it's a little odd having a Hearth's Warming-themed episode put out in early summer but the story's plot is meant to span over the course of almost a year, so I figured I had to get to it sooner or later. Hope it was worth the wait! Next time, the actual subplot thickens!

At Year's End

Much excitement was going on all throughout Equestria, for the end of the year was fast approaching, and the start of the new, just around the corner. Twilight Sparkle had already made plans to go to Manehattan to see the big show in the City Square, having heard that in celebration several inventors would be showing off their latest creations that would help change the world over the course of the new year. Something which Rainbow Dash found an egghead pursuit that even her love for reading did not entirely entice her towards.

“Twi, really, you’re going all the way to Manehattan to see this?” The pegasus asked.

“Of course, Rainbow! You think I’d miss something like an invention show for any reason?” Twilight asked with a smirk, earning an eyeroll from her friend.

“Okay, I guess it makes sense to you, but c’mon, they didn’t even invite me to perform a sonic rainboom or anything! I’m starting to worry I’m losing my touch here!” Rainbow protested.

“Well it has been awhile since you’ve actually done one, Rainbow. Not to mention no longer trying for the wonderbolts, no offense but you’ve kind of phased yourself off the radar these days.” Twilight remarked, a little more bluntly then she’d meant. “…Sorry…” She said, realizing that some of those matters may have bothered the pegasus.

“Whatever, it’s in the past.” Rainbow said, waving a hoof; though Twilight was unsure how honest her friend was being about that. “But I guess I can go, I mean, there might be bad guys who will try something!” She said with a smirk.

“Now that you mention it, that might be possible. Max Diamonds will be present to help host the invention show, since Big Shot seems to have it in for him, you might be right of there being a chance something could happen.” Twilight mused.

“Diamonds, huh?” Rainbow asked, recalling the last time she’d met him, when she was posing as a Manehattan elite. “That oughta be cool…”

~

“Good of you to arrive, Black Hex.” The masked earth pony stated, gazing down at the zebra assassin, who bowed her head.

“I’m grateful to be of service, Big Shot.” Black Hex replied. “What is it you require of me?”

“As you may know, Max Diamonds is helping host a show for the New Year celebration being held in Manehattan’s Central Square…”

“You wish for me to acquire him?” The zebra asked.

“No, not this time. Mare Do Well’s continued involvement and persistent investigation into my affairs has forced me to re-plan when we can claim him. We are going to go for a subtler method; if she is present, she will most likely have her attention on him, or otherwise be ready to interfere. Instead, the invention show has provided us with a beneficial solution to production for my plans.”

“How so, sir?” Black Hex asked.

“I have listed several inventions I wish for you to bring back, or at the very least their designs. With them, we can have the potions we’ve been working on for our plans produced more quickly and more efficiently. I have left the list over there.” He said, gesturing with a translucent hoof to a nearby table. “Acquire them at the conclusion of the show when they set off the city’s crystal orb as everypony will be distracted, and contact me immediately after.” The towering earth pony explained. “And do not fail me, you will be watched.” He added.

“I will not fail.” The zebra answered, looking over the list and taking it in her teeth before leaving the room to gear up; Big Shot’s image vanishing and leaving the room otherwise empty.

~

“So, you ready, Rainbow?” Twilight asked, finishing unloading things into her saddlebag and magically wrapping a scarf around her neck.

“Ready as ever!” Rainbow replied, gesturing to her own saddlebag which contained her costume. “So where’s the others?” She asked, noticing they were alone.

“Well, you know how Fluttershy gets around large, noisy crowds, Rarity’s booked as ever, Applejack’s got half her family on their way to the farm to celebrate together…” Twilight explained, Rainbow sighed a little, wishing she could have been there for that given there’d probably be plenty of cider there, hard and sweetened. “And of course Pinkie Pie’s handling the Ponyville New Year party.”

“Oh, right. I have kinda missed a lot of memos lately.” The pegasus muttered. One of the costs of being out on patrols in other cities at night left her one tired pony for much of the day which lead to her missing out on most of the news outside of what Twilight told her. Twilight herself, with her study habits, seemed the only pony who kept the odd hours like she did. “Guess it’s just us, then.” She said.

“Well, we’d better get going, wanna try and beat some of the crowd!” Twilight said excitedly. Rainbow Dash went over to her side and placed her hoof on Twilight’s shoulder, ready for the impending teleportation.

~

In a flash of light, the two ponies appeared in the center of a crowded street of Manehattan, where numerous signs were posted, and the One Equine Plaza and Bridleway Theater were also plainly visible. Even though Rainbow Dash had patrolled the city a couple times as Mare Do Well, visited a high-rise place incognito, and recalled her first rescue as the costumed vigilante, she’d never truly taken in a view of this part of the city from the ground. With it being night out, the unicorns had the place lit up magnificently.

“Oh my, is the great Rainbow Dash totally caught up by the view?” Twilight teased, nudging the pegasus with her elbow.

“Huh? Nahh, nothing beats the view from above. Not that you’d know anything about that…” Rainbow responded haughtily, hovering in place off the ground.

“Well, we still got awhile before the show, maybe we can check out the inventions before they’re presented!” Twilight replied, an evident twinkle in her eye at the enthusiasm she was clearly feeling over the idea.

“Yeah, sure, I guess. But I’m getting a funnel cake first.” Rainbow answered.

After she’d gotten her snack, Rainbow Dash and Twilight wandered about the grounds of the event. Unicorn, pegasus, and earth pony inventors were at booths showing off a few of their creations, most of them far too fancy for Rainbow to bother trying to understand any more then she did the scientific babble Twilight was going on about the entire time, responding to each with a smile and nod.

“—and it’s things like this that make me really want to make it into the Starswirl Academy one day!” Twilight said with a grin.

“Uhh yeah, whateve—I mean, I’m sure you’ll blow ‘em all away, Twi. You’re like the smartest pony I know.” Rainbow Dash replied, catching herself and doing her best to sound supportive enough to seem like she was really paying attention. Still, she couldn’t help but envy her friend a little. Twilight would be able to follow her dreams, while she herself would have to continue on the path she’d chosen. The success and the heroism may have been their own reward, but it had still cost her the dreams she once had. Even then, she wasn’t sure how long she’d last as Mare Do Well, decades down the road she wouldn’t be in any shape to do it anymore… what then? Out herself and live on the recognition? No, she learned her lesson about what happened with her the last time she lived on that kind of recognition. Pass it on to somepony else? Who but her could handle this kind of life? She wasn’t sure, Mare Do Well pretty much epitomized living in the moment, and for the moment.

Her thoughts were interrupted when she bumped into a teal pony. “Hey, careful—“ Rainbow began, then realized who she’d bumped into when she saw the wings, the gold mane and matching tail. “Lightning Dust?!”

“Wha… Rainbow Dash?!” The other pegasus asked, equally surprised. Rainbow noticed Twilight had since wandered off, which was just as well as she didn’t need to drag her into this.

“What are you doing here?” Rainbow asked coldly, slightly suspicious as she had been rather concerned about villain activity, and now that she thought about it, she only knew one pegasus who fit the requirements of one of the foes she’d fought.

“Me? Just enjoying the festival. Is that a crime?” Lightning Dust asked defensively. “Look, I may have made some mistakes, but I don’t need everypony accusing me of causing trouble wherever I go now!”

Rainbow raised an eyebrow. “The last ‘mistake’ you made would have gotten my friends killed if I hadn’t done something in time.” She answered, causing the other mare to lower her head in shame.

“…I’m sorry.” The teal pegasus said softly. “Believe me, it’s all been haunting me ever since I got kicked out of the academy.”

“How much?” Rainbow asked, a little too eagerly and growing a little more suspicious. It would have been a pretty reasonable motivation.

“A lot! As in when I got back home, my parents were so mad they bucking disowned me! I’ve been trying to just have a normal life, okay? Is that something else I should put on my ‘mistakes’ list?!” She asked, clearly offended now and causing the rainbow-maned pegasus to step back a little.

Wow Rainbow thought to herself. Sure Lightning Dust was a selfish jerk at the academy… much like she could sometimes be, she had to admit… but still, this was a much harsher outcome then she’d have, nowadays, felt the other pegasus deserved. “I’m… I’m sorry, Lightning. I didn’t know.” She said.

“Of course you didn’t.” Lightning Dust replied. “Word got around fast and nopony wanted anything to do with me. Luckily I’ve made some changes in my life and I’m a whole different pony now...” She explained.

Owch. Those words hit in a lot of places Rainbow hadn’t expected, especially given how she could relate to having made changes that affected who she was as well. “Hey, look, believe it or not, I understand. I’ve been going through a lot of changes, too. Enough that got me dismissed from the academy, too.”

Lightning Dust raised an eyebrow. “Seriously, you? I thought you were Spitfire’s golden pony.”

“Were, yeah.” Rainbow answered. “Look, I’m sorry about the stuff I said, can we just start over here?” She asked.

“I guess… I mean it’s not like you knew.” Lightning replied with a slight eyeroll and a shrug. “I’ve been living here the past couple months, been drifting about taking weather jobs here and there. And like I said, I’m real sorry for all the trouble I caused. Trust me, I’m not the same pony you met at the academy anymore.”

“Thanks.” Rainbow said, managing a smile. Maybe they could be friends again after all, hopefully it’d turn out better then her friendship with Gilda had. “Hey, wanna hang? We can watch the big show when it comes on.” The cyan pegasus asked.

“Sure, I guess I can!” Lightning Dust replied. “I’m gonna go get dinner and I’ll meet you guys there. Don’t worry, I’ll spot you.” She said with a smirk, taking to the air and flying off.

Glad things had gone well, Rainbow decided to go find Twilight. In a crowd this big, though, she’d need a better view. Flying higher up, she looked around for that telltale sign of lavender. As she rose up, however, she noticed two familiar ponies near the stage; Max Diamonds… and Grand Cargo, discussing something. Great. Big Shot’s here! she thought, glaring at the towering, walnut-colored earth pony. She couldn’t just very well go over and confront him or try to talk to Max as she was, though… she smirked, an idea in her mind and also congratulating herself for actually letting it reach her mind before doing anything reckless. Spotting Twilight, the pegasus flew over to her immediately; flying over and moving through several ponies, including a shrouded one with a black and white-striped tail she didn’t notice…

“Hey, Twi!” Rainbow said, startling the unicorn who had gotten herself completely fixated on an elaborate clockwork invention enough to make her jump high into the air.

“Rainbow, really?! In front of everypony?!” Twilight asked, upset as the pegasus snickered.

“Sorry, Twi. Couldn’t resist. But hey, I kinda need a favor. You know glamour spells, right?” She asked, the unicorn gave a confused look. “Max Diamonds is right over there, and he’s talking to Grand Cargo. I want to see what’s up without being too… well… ya know, obvious!” She said. “Look, let’s just go to that tent over there.” Rainbow offered, gesturing to an empty tent.

~

“No dress this time, but it should still work.” Rainbow said to herself with a smirk as she moved through the crowds, Twilight’s glamour spell had done her up in a look Max was sure to recognize fondly. Soon as she got close enough, as she hoped, the slate-colored businesspony took notice of her, excused himself from Cargo, and approached.

“Miss Prisma! I didn’t think I’d see you again!” He said with a smile.

The disguised Rainbow got in-character and gave a feminine laugh, brushing back her now straightened, rose-colored mane and adjusted her scarf. “I wouldn’t miss this event for the world, Max. Least of all if I get to see you at it.” She said in the upper-class Manehattan accent she’d learned.

“Well, I wish I could give you that a little longer, but unfortunately..." The businesspony raised up a letter from his suitcoat. "I have to leave thanks to an emergency at work, I was having a word with Grand Cargo earlier going over the announcements and hosting details for the show, he’s going to be handling it in my place.” Diamonds explained. “Had I known you’d be here, I admit I’d have given my staff a better excuse, but… unfortunately too late now.” He said with slight disappointment.

“A shame.” The pegasus answered. “You’re a remarkable pony, Mr. Diamonds.”

“I told you, call me Max.” He replied with a laugh. “But look, I promise I’ll make this up to you when my schedule’s open, first thing. I admit… you’ve left more of an impression on me then most mares I’ve known.” He explained with a nervous laugh.

“Oh, really, now?” Rainbow asked, smirking.

“Absolutely. Well anyway, I need to go now. Any way I may be able to reach you when I get the chance?” The businesspony asked.

“Oh, if you get in touch with Fancy Pants, have him send notice to Rarity, she’s sure to reach me.” The disguised pegasus said.

“Very well, that I will!” Diamonds said with a smile. “Pleasure to see you again, Miss Prisma. In the meantime, enjoy Cargo’s hosting, believe me he’s very excited about it too, he’s been eager to see how some of the inventions could benefit his company as well.” He said, raising up her hoof and giving it a gentlecoltly kiss. Rainbow felt a slight blush and shrugged off the dazed feeling she felt briefly. Easy, Dash! You’re too awesome and focused on being a superhero to get distracted by a businesspony, even if he really does know how to treat a mare. she thought to herself, though getting closer to him could potentially help get her closer to uncovering Big Shot’s plans given his frequent dealings with Grand Cargo, but that was something she’d deal with another time. As she watched him disappear into the crowd, she saw small sparks of magic fall from her mane, and realized the glamour spell would be wearing off any moment now.

Galloping behind a tent, Rainbow allowed the last traces of the spell to fade off of her and emerged from her hiding place looking like herself again, taking to the air to seek out Twilight again.

“Well, I’m back.” Rainbow said, landing in front of her friend.

“So, how’d it go. Secure a date?” Twilight asked with a playful smirk.

“No… maybe. I dunno. Well, anyway he’s leaving, got called back for an emergency, he left Grand Cargo hosting the show.” Rainbow explained. “Said Cargo was really interested in some of the inventions here, makes me wonder if that’s what he’s here for. But which ones?” She wondered.

“Don’t know. Guess we’ll have to wait and see.” Twilight answered, and Rainbow suddenly looked past her and waved.

“Hey, Lighting! Over here!” The cyan pegasus called out, and Lightning Dust, who had been passing by paused and looked over at her in surprise, coming over.

“Uh, hey.” She said. Twilight turned, and immediately looked less then happy, recalling what had nearly happened to her last time.

“Twi, it’s alright. I was talkin’ to her earlier, she’s not like she was. Offered to have her hang out with us for the show.” Rainbow said with a grin.

Twilight shrugged. Given her studies on friendship it would have made her a hypocrite to not give the other pegasus a second chance if she was truly sorry for what she’d done and was trying to change. “Okay, I guess that’s fine.” She said with a small smile. Lightning seemed somewhat wary, presumably of her, but then again it probably wasn’t easy to be around somepony you almost got killed once. “Over this way, I reserved us spots near the front. Call it a perk from being Celestia’s student.” The unicorn said, leading the other two ponies with her. Once they’d found their spot, two large gems started glowing on the stage, and Vinyl Scratch approached the corner, grinning as she turned on her soundboard. Seconds later, Grand Cargo approached the stage where a mic awaited him.

“Greetings, Manehattan, as we approach our final hour before the Crystal Orb of Friendship is dropped, I suppose it’s time we got on with our Visions of Tomorrow presentation! Regrettably Max Diamonds had to leave early on emergency, so I will be filling in for him. Do cut me some slack if I’m not quite the showpony he is.” The large earth pony said with a sheepish grin. “So let’s begin.” As he said this, Vinyl quickly switched tracks and a platform with an odd device on it glided onstage.

“What we have here is brought to us by the World-Famous Flim-Flam Brothers! The home-based Cider Squeezy 6001!” Cargo announced. In an instant, the two brothers arrived onstage to much cheering, though Twilight and Rainbow Dash just grimaced, recalling how these two were towards Applejack’s family. Once their presentation ended and they smugly trotted offstage, Grand Cargo went through several others, including a device that’d allow quicker brewing and processing potion ingredients, a miniature oven that seemed designed to be a filly’s toy, and a device for vaporizing water that would be pitched to Cloudsdale to make water harvesting easier in places where pegasi were not as common.

“And now, we have our last one, a remarkable invention even Max Diamonds had his eye on if I may say so, invented by a Dr. Spark Stars, a magic-transference machine. Capable of projecting magic not just into items, but into living beings, but I’ll let the good doctor explain!” Cargo said, stepping back as a frazzled unicorn with goggles that had no less then five or six lenses on each side approached.

“Ah yes, my newest creation! Now not only could we transfer magic into gems for powering machines, and for magical items, but now we can also project it into other ponies, endowing them with a boost of energy. Countless uses in the medical field, as well as giving our guards an extra edge if necessary! Granted it only works on ponies, sorry griffons, minotaurs, horses, and such, maybe next year when I’ve improved it a little extra.” The doctor said with a laugh. “But it’s quite an honor to know businessponies are already interested!”

“Well, between us, Max believes it may increase his gem ware productions. Maybe I should buy it before he can! I’m sure I’ll figure out something to do with it.” Cargo said jokingly, though Rainbow Dash just frowned, worrying what Big Shot could use it for.

“For that, doctor, I think this year, we can trust you’ll be voted the winner!” Cargo said, gesturing for the crowd, who all voiced an approval as the invention was about to be carried away. “And now, with a halfhour left to go, the moment we’ve all waited for. Let’s see if we can get Show Stopper out right now with some cheers!” The towering businesspony declared. As ponies drummed their hooves, Rainbow felt uneasy. Big Shot had yet to make a move, and then, out of the corner of her eye, she noticed a shrouded figure edging ever closer to the front…

But then, right in the middle of the cheering, sparks flew from the gems on the stage, and a film projection of Show Stopper was revealed, but he was bound and gagged, struggling against his restraints. Then, from behind him, a figure stood and let out a loud, sinister cackle.

“GOOOOOOOOOOD EVENING MANEHATTAN!” A loud female voice announced, presumably from his captor. “How’re we all feeling this fine Years End evening?” She asked, followed by the camera changing to a quick showing of a shadowed pony blowing a party horn. “As you all MAY have noticed, Show Stopper’s got a slight case of stage fright, so I’m filling in with one heap of a presentation for you!” She explained, tossing the horn aside.

The ponies all fell silent, Rainbow swore the voice was familiar. Twilight looked especially worried, Lightning Dust raised an eyebrow in curiosity.

“This part of the show?” The teal pegasus asked.

“I don’t think it is, Lightning…” Rainbow answered, slowly stepping backward.

In the film, Show Stopper was shown again, his gag was suddenly removed, though his captor remained in the shadows, a grin with small fangs was faintly visible behind the showpony. “Say hello to all your fans, Show Stopper!” The captor ordered.

“Let me go! You’re completely crazy, miss!” Show Stopper pleaded, struggling.

“Do I sound like a crazy pony? Answer me truthfullyyyy!” The captor's voice asked with a sing-song tone and a sinister laugh as the image flickered.

“Truthfully? Yes!” Show Stopper yelled.

“I guess it can’t be argued with.” The captor's voice said with a mock sigh and a shrug. “And neither can this!” She added, raising her hoof, and suddenly purple eruptions of fire burst all around City Square, frightening many ponies and sending them scattering. Seizing the opportunity and nodded to Twilight, Rainbow flew off as fast as she could, ducking into one of the tents.

“Did that pony just ditch us?” Lightning asked, shaking her head.

“I’m gonna get us out of here. I can teleport us so—” Twilight began, and suddenly an explosion burst from One Equine Plaza’s topmost floor and a figure soared from it, carrying something in tow. As it drew closer, Twilight and Lightning Dust could see it left behind a trail of smoke and purple lightning, and swooped right down to the stage, landing with a burst of purple electricity and billowing black smoke. Twilight’s eyes widened in horror as she recognized this pony from Rainbow Dash’s description…

Shadowbolt.

Ponies continued to scatter, screaming, leaving Twilight and Lightning Dust standing there practically alone and the villainess looked at Twilight, then at Lightning Dust, and let out a loud, maniacal laugh, forming a shadowbomb on her hoof and flinging it at them. Twilight leaped out of the way, Lightning Dust immediately spread her wings and flew away, leaving the scene as quickly as she could while the shadowbomb exploded violently where they’d been.

Twilight turned over, getting up and realizing the pegasus had fled, and she was now alone. Grand Cargo backed away, narrowing his eyes at the intruder and glancing down at the unconscious Show Stopper, who lay by Shadowbolt’s hooves.

“What do you want? Perhaps we can work something out.” Cargo said.

“Oh, me?” Shadowbolt asked. “Only to get my hooves on a few of the fascinating devices that have been showcased here, namely our winner!” She declared, raising her hoof and suddenly several pegasi in black bodysuits and skull-like masks emerged from the One Equine Plaza as well and joined her. “And I’m more then happy to cause a little carnage here if I don’t get it…”

“How about you just pack your saddlebags and hit the road!” A new voice declared, and Twilight smirked seeing Mare Do Well swoop down and land on the stage as well.

“Excellent timing.” Grand Cargo remarked.

“Another Big Shot lackey out to do dirty work?” Mare Do Well asked, raising confusion from the other pegasus.

“Big Shot? Please. I do my own thing, it’s funner that way!” Shadowbolt with a laugh. “So, long time no see Mare Do Well! Tell ya what, these ponies still need a show, so how about you and the big guy here just lay down and I’ll execute you both?”

“Like Tartarus you will!” Mare Do Well replied, flying right at Shadowbolt and knocking her over. The two flew past Cargo, who immediately galloped away out of sight, followed by Vinyl and any remaining stage assistants. The two pegasi continued to trade blows as they spun about in the air, rising higher and higher above the ground, Shadowbolt’s costumed thugs watching silently.

Slamming her hoof into Shadowbolt’s face, Mare Do Well wrapped her forehooves around her and prepared to do a spin to fling her to the ground, but Shadowbolt suddenly shoved her hoof into Mare Do Well’s, blasting her with a surge of purple lightning. Mare Do Well cried out in pain and began to fall, Shadowbolt laughing. Struggling to right herself, Mare Do Well flapped her wings hard trying to slow her descent, and just as she managed to, she felt Shadowbolt dive-bomb her into the stage, both pegasi crashing into it. Shadowbolt stood up over the fallen hero, grinning as she raised up her hoof, preparing to blast her at close range with a shadowbomb when she was suddenly knocked into the wall by another assailant.

Mare Do Well felt herself get pulled up and saw a zebra in a black bodysuit and mask standing over her. “What…. You?! Why?!” She asked.

“Don’t get any ideas, Mare Do Well. You’re mine to slay!” Black Hex said coldly.

“So she’s definitely not in Big Shot’s employ…” Mare Do Well replied.

“I know everypony my boss employs and creates, and this degenerate lunatic’s not one of them.” Black Hex said.

“Hey, I resent the ‘degenerate’ part! I consider myself more classy then that!” Shadowbolt said, getting back up. “Take ‘em both, boys!” With that the pegasi thugs flew down to engage both vigilante and assassin.

“Well if you want that privilege, I suggest we deal with the bigger threat together.” Mare Do Well said.

“It may be the only option.” Black Hex said. “When it’s over, I will resume my goals of bringing your end.” She threatened.

“Whatever. Just keep the thugs off me!” Mare Do Well said, leaping into action and flying straight at Shadowbolt, and Black Hex leaped straight at one of the skull-masked pegasi.

Black Hex ducked and dodged each attack with ease, returning with several strikes of her own. As two pegasi thugs flew at her, she pulled a cord on her utility vest, sending several smoke bombs out, disorienting them and slammed her armored hooves into both their faces, breaking their skull masks and knocking them out. Turning her attention to five more that came at her, the zebra charged forward, leaping into the air and jumping onto one’s back, then flipping into the air before the pegasus fell and did a spinning kick with her hind leg, connecting with another pegasus’ jaw and sending them flying. As she fell, she pushed into a pouch on her belt, and a cord shot out, wrapping around another thug’s wings and with a hard tug, the pegasus fell to the ground before her, the zebra landing on his back and calmly walking off. The last two approaching, Black Hex aimed her hooves forward and a several darts flew from them, hitting the thugs as they came at her and in seconds, both toppled over to the ground, crashing into the Home Cider Squeezy 6001 and causing more then a few protests from the two unicorn brothers who were just in the process of leaving. Satisfied, Black Hex slid on a pair of goggles and pulled a cord from her vest, and a thick cloud of smoke formed around her and most of the ground area, and she disappeared into it. She’d worry about Mare Do Well when she had her all to herself, in the meantime she had a mission she still intended to complete.

“Best of luck, Mare Do Well.” The zebra mused, moving within the smoke to recover the things Big Shot had ordered her to acquire.

Meanwhile, up above, Mare Do Well remained locked in battle with Shadowbolt. The villainous pegasus cackled maniacally as she flung Mare Do Well into a sign advertising fast and efficient medical treatment and began flinging shadowbombs her way. Mare Do Well barely avoided the fiery purple explosions and flew straight at Shadowbolt, swinging her hoof up and striking the pegasus in the chin, causing her to spin backwards. Shadowbolt crashed into the side of a building, causing surges of purple lightning to crackle around her on impact, and seconds later flew back out. “Okay, THAT was uncalled for!” Shadowbolt declared, flying up and raising both hooves as she flung a pair of shadowbombs at Mare Do Well.

“Uncalled for after the lightning and the exploding fireballs? You’re insane!” Mare Do Well snarled, flinging several flashbombs to counter the fireballs that she could not dodge, causing them to explode and using the distraction to fly through and strike the deranged villain, who took the hit, then swung at the superheroine.

“True, but who isn’t these days?” Shadowbolt laughed, blocking a hoof strike and grinning madly, flying backwards away from Mare Do Well and readying another shadowbomb. “I happen to think insanity goes well with my remarkable fashion sense, makes me stand out!” She stated, spinning in the air and flinging the shadowbomb.

“Trust me, the way you stand out is is practically a felony as well." Mare Do Well answered, dodging the shadowbomb and flying several quick circles to send a small tornado the other pegasus’ way, causing her to spin out of control and fall to the ground just as the smoke Black Hex had created earlier had finally cleared up.

“Good to know! I’d hate to think I was only capable of misdemeanors!” Shadowbolt responded with a laugh as she flung multiple shadow bombs in random directions, blowing up several booths and stands before she took to the air again. “But I think tonight we’ll list off severe vandalism, grand theft, and of course mass-ponycide!” She shouted proudly. "I'd say I've really outdone myself!"

“You can dream.” Mare Do Well answered, swooping down at the villainess, her hooves at her sides as she drew close, and at the last moment when Shadowbolt was preparing another shadowbomb, made a sharp turn, flinging several of her flashbombs and causing a brilliant explosion of light, disorienting Shadowbolt. As the other pegasus grunted in anger, Mare Do Well did a quick spin and struck her in the back at high speed; knocking loose a tent Twilight and some others had been hiding under and slamming Shadowbolt into the side of a building.

“Ready for more?” Mare Do Well asked, drawing back her hoof and slamming it into Shadowbolt’s chest.

“Hah, you're just as passionate for a good brawl as I am! We really should team up, you and I. Whaddya say?” Shadowbolt asked with a fanged grin.

“I’d say the impact’s obviously screwed up your brain even more.” Mare Do Well said.

“Just makes me that much more fun to be around!” Shadowbolt taunted, seizing advantage of the distraction and slamming both her hooves into Mare Do Well’s chest, knocking her off her and returning to the air, forming a larger shadowbomb over her hoof. “Have a blast, Mare Well-Done!” The villainess shouted.

“Save it for the new year!” Mare Do Well shouted, flinging her last flashbomb at the shadowbomb, causing it to explode violently on the other pegasus and send her plummeting back to the ground, looking slightly worse for wear now. Before she could move, she felt Mare Do Well’s hoof press down on her, but the villainess just laughed.

“Got more one-liners you just thought of?” Mare Do Well asked. “The least I’ll do is let you see this last minute before the new year through.”

“Oh, trust me, it’ll be the last minute anypony here sees.” Shadowbolt said with a strained chuckle. “Think I'd come without a little assurance of my escape? Once the celebrations go off, so does the bomb inside the ball! City Square becomes a crater, and graves’ll be dug for weeks unless you do something about it!”

“You’re lying. Another distraction so you can escape…” Mare Do Well growled, not wanting to lose this psychopath again.

“Wanna find out?” Shadowbolt asked with a grin.

Gritting her teeth, Mare Do Well struck the other pegasus in the face with her hoof and flew straight at the ball, smashing through it. Sure enough, the bomb was there, with only thirty seconds left. No time to diffuse it or get Twilight to teleport it elsewhere.

Seconds ticking, Rainbow shivered slightly under her mask, trying to think of what to do, then an idea came to her. Something she hadn’t done in awhile…

Wrapping her forehooves around the bomb, she flew out the hole she’d made and began to fly straight up, as fast as she could with all the strength she could muster, adrenaline kept her going, her desire to succeed and live through this pushed her as far and as hard as she could have ever imagined, the wind pressure began to build up around her, the seconds left, her memory of when she’d last done this playing in her mind, if she got this right, she’d survive this and give Manehattan the show it deserved…

A massive explosion and an astounding sonic rainboom filled the sky. The ponies who had not escaped the chaos paysed and clapped their hooves, cheering for Mare Do Well as Twilight came out of hiding and looked carefully for any sign of her friend. Spotting a tiny, falling figure, the unicorn immediately closed her eyes and vanished, reappearing in the air alongside the falling pegasus. The ground fast-approaching, she wrapped her forehooves around her friend and focused once more, and the two disappeared in another flash of light.

Reappearing two feet above a rooftop, the two mares landed with a resounding plop. Getting up, Twilight shook her friend. “Hey, Rainbow. You alright?” She asked.

The costumed pegasus muttered and turned over, waking up. “Oh… hey, Twi…” She said, still weak from what she’d just gone through and sliding up her mask. “Manehattan still in one piece?”

“Yup, it survived the year.” Twilight said with a smile, glancing back at the City Square down below. Rainbow suddenly jerked up, grunting a little from fatigue.

“What about Shadowbolt? She’s still down there!” She said urgently. “I gotta go deal with her!”

“She already escaped… I’m sorry, Rainbow but she high-tailed it out of there soon as you went to deal with the bomb.” Twilight said. “And… some of the inventions are missing.”

“Black Hex…” Rainbow growled, she should have guessed she’d use the opportunity to get whatever she came for, even if she wasn’t in a position to stop her.

“Well, Rainbow, either way, you saved a lot of ponies… they and this city will get to see a brand new year.” The lavender unicorn said, smiling a little. “That’s what’s really important so you didn’t lose in my book. Big Shot will be dealt with another time.”

“He better, beating him was my resolution.” Rainbow said bitterly, hanging her forelegs over the side of the building and resting on them.

~

“I trust you have the inventions I asked of you?” The masked crime lord asked as he stood in the shadows of his office.

“Yes, sir.” Black Hex said, giving a gesture and two unicorns entered, levitating the potion processor, and two more arrived with the vaporizer.

“And the third, the energy transference device?” Big Shot asked.

“It wasn’t there.” Black Hex answered

“How is that possible?” The stallion demanded.

“I told you, sir, it wasn’t there. I suspect that other pony, Shadowbolt, stole it, or one of her thugs that didn’t engage me must have stolen it first.” The zebra explained.

“I see. This will set us back on our mass production, but the other devices will at least accelerate my concoction in time for its necessary use.” Big Shot said. “Can you confirm all that she said to be true, Zerok?” He asked, and at that moment, another figure entered, this one a changeling.

“Yes, sir. I remained at the event after your departure long enough to vouch for it.” The insectlike creature sneered. “Will there be anything else?” He asked.

“Nothing at the moment, changeling. I will send word when I have use of you again.” Big Shot answered, turning away.

“Of course, sir…” The changeling answered, giving a smirk at Black Hex and leaving the room.

“Interesting… I wouldn’t expect a changeling to so voluntarily join our operation.” Black Hex remarked.

“He has his reasons, my dear. Don’t impose upon them. Now report to the labs with those devices and we can get to work.” Big Shot ordered.

~

“Well, I guess the new year was a lot more exciting then any of us expected, huh? Show Stopper's alright, thankfully, and we made it through the celebration in one piece.” Twilight asked, seated on a mat as Rainbow Dash lay in a bathtub, finally feeling soothed from all the strain she’d put on herself after the fights and surviving another explosion with a rainboom.

“Yeah, but Big Shot’s henchzebra got ahold of some of the inventions. If he wanted them so badly, couldn’t Grand Cargo have just… I dunno… bought ‘em?” Rainbow asked.

“And make his connection more obvious? I don’t think so.” Twilight replied.

Rainbow thrashed her hooves angrily. “UGH! Both bad guys got away, I’m barely any closer to stopping Big Shot!” She protested, rolling to her side in the tub and looking over at Twilight, who looked a little annoyed from getting splashed. “I just realized… what happened to Lightning Dust? Is she alright?”

“She split seconds after Shadowbolt touched down, so I’d assume so.” Twilight answered.

“Huh. Not the kinda reaction to danger I’d expect somepony like her to make, but I guess it was the smart choice. Shadowbolt’s still on the loose, no telling when I’ll run into her again. Big Shot’s still planning whatever he’s planning… well, aside from being able to save City Square from being made into a crater, two other good things came of it…” The cyan pegasus mused.

“What would those be?” Twilight asked.

“Well, ‘Prisma’ got a promise from Max Diamonds to make it up to her for ditching out, so I get to have an indirect way to Grand Cargo’s activities and something to tease Rarity about tomorrow, and I got to perform a sonic rainboom like I know I should have! Come on, that beats any light-up crystal ball any day!”

Twilight laughed. “I suppose I can’t argue with that, Rainbow. Sometimes, we may not win everything we wanted, but we need to be happy with the victories we make because they still make a great difference.”

“Don’t get all Aesopony on me, Twi.” Rainbow said with an eyeroll, laying back in the tub. “When Mare Do Well gets ahold of Big Shot, he’ll get the lesson of a lifetime.”

Author's Note

And at long last another chapter! The plot at last begins to thicken with the turn of the year in Equestria, with about five maybe six chapters remaining!

Escape

“Hello, Rainbow. Have fun?” Twilight asked, raising an eyebrow at the upside-down pegasus that had come tumbling through her window.

“Of course I did!” Rainbow Dash replied with a grin. “Spitfire’s been working me hard with some new moves but they’re totally worth it! That dive-bomb flash explosion trick I used to get Shadowbolt distracted back on New Years worked like a charm!” It had meant more to the pegasus then anything that her idol was willing to take time to help her grow and learn, even if she wasn’t going to be a wonderbolt.

“That’s great, but I’d really like you to use the door more often.” Twilight said, using her magic to close the window. “Did you tell her about Shadowbolt? Was she able to figure out anypony who might be connected to her?”

“No.” Rainbow answered. “When I mentioned how you said Lightning Dust was with you when Shadowbolt showed up; that pretty much wiped out suspect number one. Then we still got Big Shot to deal with. Still, I feel more ready then before to take ‘em on!” The pegasus said with her usual cocky smirk.

“Well, I’m glad you’re in better spirits. I’m sure we’ll handle them. So, it’s a few hours till the sun sets, what are your plans?” The unicorn asked.

“Eh, probably a nap, then get ready for my Manehattan patrol!” Rainbow said, grinning.

~

At Alkatrot Prison, activity was booming during recess time. Many inmates simply galloped about partaking in games and chatting at tables. Two unicorns, however, chose not to participate, one was sitting on a bench listening to music, while the other simply stared off into the distance. As a few moments went by, a turquoise earth pony with a red mane and tail took notice of them and approached.

“Oh Smokinnnnn… Soniiiic…” Joy Maker, also known as Gametime said gingerly as he trotted over to the two unicorns.

“Seriously, short stuff, this better be more interesting then my music.” Sonic Boom, also known as Shockwave replied with an eyeroll as he slid his headphones up.

“Wellllllllll…” The turquoise earth pony said, drawing out his reply. “I was just lounging in my cell when who would appear but the big guy’s shapeshifting deliverypony. Slipped right by nopony noticed.”

“Get to the point.” Smokin Mirrors, also known as Decepto answered as he watched some other inmates chat away.

“Right, right. Well he dropped off a little something for me. Tonight’s gonna be very fun when Mare Do Well drops off the usual. Here’s the details of the game, colts…” Joy Maker explained, taking the others’ interest and speaking quietly.

~

“We can’t thank you enough, Mare Do Well.” Warden Blackmane said with a smile as his guards took away a pair of wrapped-up robbers that the costumed pegasus had brought in.

“Hey, no problem.” Mare Do Well said with a smirk under her mask. “If I find any more, I’ll be sure to bring ‘em in.”

“Hopefully you won’t, we’re starting to pile up, I’ll admit.” The warden said. “Well, if that’s all, we’ll take care of these two, I’m sure you’ve got more patrolling to take care of.”

“Yeah, kinda do.” Mare Do Well answered.

“Very well, then. My guards will escort you out.” The warden replied, turning and giving a gesture to his guards, who then joined the costumed pegasus and lead her away as he followed the rest of the staff to put away the captured robbers.

As they passed through the halls, down several stairs, and one elevator, Mare Do Well had remained quiet, her attention on the many occupied cells she’d passed; so many of the inmates were here by her own hoof, she couldn’t help but smile a little at this. In the many months she’d been Equestria’s resident superhero, she’d made a real difference and it showed. A long time ago, she’d have been openly bragging about this, but with the whole matter of a secret identity, the audience was severely limited, and Twilight likely would have told her that was for the better.

…Grace and humility…

She shook her head a little. All that remained now was finding Big Shot and overthrowing him once and for all; many of these thugs and supervillains were working for him or were assisted in some way, cut off the snake’s head…

An alarm suddenly went off, causing the costumed pegasus to stop dead on her tracks, the guards looking about nervously. Galloping was heard and a unicorn guard rushed up behind them.

“Emergency!” He shouted, eyes wide with fright.

“What’s wrong?” One of the guards flanking Mare Do Well asked.

“Security just… shut down! Gametime had something in his cell that disabled it! He, Shockwave, and Decepto have already broken out and headed straight for the storage!”

“Why didn’t anypony stop them?!” Mare Do Well demanded.

“That’s the thing, ALL the cells on that floor opened!” The guard said. “I barely made it out, had to warn you!”

“Great. You guys get outside now I’ll handle—“ Mare Do Well began, when suddenly the gem-powered security systems came back on, all of them glowing bright red instead of their usual green, and door locks and window shield systems immediately shut. Seconds later, a gem on the wall glowed and an image appeared on it. Mare Do Well narrowed her eyes at the grinning, helmeted pony.

“Gametime…” She snarled.

“Howdy-do, Mare Do Well!” Gametime said with a laugh. “As you may have figured out, Alkatrot is now under our control! It would seem the place isn’t as secure as you all thought, especially when Mr. Big Shot has eyes within its walls!”

Rainbow grit her teeth under the mask. That would explain how Shockwave, Gametime, and Frostmare had managed to escape before. She thought to herself. Apparently Big Shot had somehow infiltrated the place.

“Now, as I don’t stand for cheaters in my games, I want everypony to know that escape is not an option! Try, and our old friend Blackmane suffers an early disqualification…” He said, looking over to the side, where Shockwave stood, pointing his hoof at the bound warden. “By the moment, more cells are being unlocked, allow me to demonstrate!” He said, and suddenly the cells surrounding the costumed pegasus and the three guards flew open, and its occupants immediately charged out at them. “Play nice!” He said with a laugh, and the image flickered out.

“Alright, be ready, these guys aren’t armed so we can handle ‘em easy!” Mare Do Well said, standing back to back with the guards as no less then ten inmates drew closer to them.

Mare Do Well jumped away from the guards and took to the air, dive-bombing an inmate in the face and backflipping off of him, landing with her hind hooves on another, rendering both unconscious. Landing on the ground, Mare Do Well narrowly dodged one’s hoof strike, then did a spin, swishing her cape over another inmate's head and yanking him to the floor. Before he could stand, the costumed pegasus flung a flash bomb in his face, disorienting him before she reared her leg back and bucked him into another. The angry inmate tossed his unconscious ally aside and leaped at Mare Do Well, who swung her hoof up and cuffed him in the chin, sending him somersaulting backwards just in time for one of the guards to blast him with magic. One remaining inmate looked at the four and began to cower back into his cell as Mare Do Well approached, shoving her hoof into his chest.

“If I were you, I’d stay right here and think about how unlucky you all are to be locked in here with me...” She said coldly, her eyes narrowing dangerously behind the mask and earning a whimper and a nod in reply. Satisfied, Mare Do Well turned and walked back over to the guards. “Stay here with him. I’m going to go find the warden and deal with Gametime and the others.”

“Will you be alright?” The guard who’d brought the message asked.

“Of course I will. You doubting a pony as good at kicking bad guy flank as I am?” She asked with a grin under the mask, earning a smirk from the guard.

“Judging from the projection, it looks like they were in his office. You remember the way?” The guard asked.

“Yeah, these stairs and a left—“ Mare Do Well started only to see a door slam shut.

“Tsk tsk tsk, Mare Do Well…” Gametime’s voice announced. “Looks like you’ll have to find another way.” He said with a chuckle, earning a growl from the costumed pegasus.

“Ugh, what would Twilight do…” She muttered to herself, then she noticed a grating near the door. “Hey, does that lead to the other side?” She asked, pointing her hoof at it.

“Yeah, it should.” Another of the guards said. Catching on, his horn glowed and the grating came loose and popped off.

“Thanks!” Mare Do Well answered, squeezing into the duct passage and crawling through,

~

The ducts took her upwards, like the stairs had implied they’d have to, and a few turns here and there. She knew the place to have quite a few passages and was well-designed for its job, having once been a seaside fortress constructed back in the days of the Griffon Wars, making it perfect to remake into a prison of utmost security… almost utmost, what with the situation at hoof, but what mattered now was helping get it back under control, even if it meant clearing through several of her old adversaries to do it.

“Where does this end…” She muttered to herself, getting a little dizzy from the stagnant air in such a tight space as she’d had to crawl backwards most of the way for when she faced the next grating as she’d have to open it herself. Suddenly, she saw light over her shoulder and grinned, backing towards it. Turning and aiming her leg, a few crisp bucks managed to knock the grating loose and the pegasus crawled out, relieved to finally get some fresh, cool air.

Cool air?

Mare Do Well’s eyes widened as she took in her surroundings. The place was covered in frost and icicles hung over the ceiling and walls. The air was chilling to the point the costumed pegasus could see her breath. Great, looks like Frostmare had gotten out as well…

Her thoughts were interrupted when she was suddenly knocked down by an unseen assailant. Sliding across the ice on the floor, she spun and found herself face-to-face with Frostmare.

“Enjoy the décor?” The icy pegasus asked with a dark smile. “You really are out of luck this time, Mare Do Well…”

~

“Seems Mare Do Well’s met up with Frostmare…” Shockwave said, eyeing the projection the gem showed.

“I was concerned about her loyalty, honestly.” Decepto remarked, standing in the corner.

“Don’t be so paranoid, Decepto. Big Shot’s offer is going to clear her problems up so much faster then even trying to reform would.” Gametime said with a chuckle. She’ll get the job done, see?” He said, pointing a hoof at the projection, where now Frostmare was circling the costumed pegasus, slowly freezing her as she wrapped her forehooves around her, sneering into the superheroine’s ear.

As soon as he said this, though, a burst of light erupted from Mare Do Well, who had used her wings to set off a flash bomb that stunned Frostmare, allowing herself escape and she immediately struck the white pegasus in the face and sped off down the hall before she could recover.

“Clearly she’s out of practice.” Shockwave said, his helmet open as he helped himself to some candy in a bowl on the warden’s desk. “Better send her after her.”

“No, I’ve got some surprises of my own in store.” Gametime said, watching the projection and focusing, the gem on his helmet glowing. “Frostmare! Regroup at once!” He ordered.

“Why should I? I can handle this!” Frostmare said angrily, glaring about.

“We’ll handle her better with more backup. Trust me. We’ll fill you in when you get here.” The earth pony said, smirking as Frostmare shook her head and went in a different direction.

“So what was that about surprises of your own?” Decepto asked. “It seems a shame to waste somepony of her talent.”

“We’ll have use for her later. In the meantime, I believe you had planned that’ll be tough for her to follow, Decepto? I’ll keep her distracted till you’re ready.” Gametime asked with a wide grin. The hooded illusionist nodded and turned to leave.

~

Galloping down the hallway, Mare Do Well had taken down more then a few escaped inmates along the way, finally reaching a fork in the hall and unsure where to go next. A sudden cry for help caught her attention and she made a run for the left route and came to a screeching halt when she saw a bruised-up, beaten unicorn guard surrounded by three pony-like, gem-powered automatrons much like the kind Gametime used.

“I see you’ve found Alkatrot’s new toys! Ripped off the designs of yours truly when the authorities raided my funhouse in Baltimare; it’s only appropriate they fall under my control.” Gametime announced over the speakers. “Attack her!” The gems in the chests of the mechanical ponies glowed and they turned their attention on Mare Do Well.

“Come and get me!” The costumed pegasus taunted, taking a stance. The automatrons did not charge, but instead their heads split open revealing small cannons and they fired blasts of magical energy at her. Mare Do Well shuddered and rolled out of the way, barely avoiding the attacks and taking to the air. No matter how fast she moved, though, their shots always seemed to be right behind her.

“Ugh… this techno stuff is really getting on my nerves!” Mare Do Well grumbled, picking up speed and circling the automatrons; the enclosed room prevented her from achieving her higher flight speeds and she did not want the guard to be put in danger. An idea came to her and she swooped down then up in a wavy pattern, avoiding the shots as she pushed the buttons on her utility belt, letting the flash bombs slide into her hooves and she flung them at her foes.

In a fantastic explosion, the automatrons froze, providing Mare Do Well enough time to swoop forward, striking one with her hoof and grabbing the two others and smashing their heads together, causing them to collapse to the floor. One turned its head-cannon to shoot at the costumed mare, only to be stomped under her hoof. “You alright?” She asked, looking over at the fallen guard.

“Yeah, I’ll be okay.” The guard answered. “Gametime must have left the warden’s office and headed to the control room if he was able to activate those things. They’re responding to him now.” He explained.

“How am I supposed to get any further?” Mare Do Well asked, hoping she didn’t have to squeeze through any more ventilation ducts.

“Let me. He may have control, but I can focus enough magic to get this door to open a few seconds, I think.” The guard said, approaching a sealed door nearby and charged his magic into the gem embedded into it. After some intense concentration, the red gem turned green and the door slid open. “Hurry! Stop him!” The guard said urgently as the door closed between him and the pegasus.

“Will do.” Mare Do Well answered with a nod and galloped down the hall, continuing on her path to save the warden.

~

“What the hay… this hall go on forever?” Mare Do Well wondered, noticing how it seemed oddly endless, and then the hall seemed to twist somehow. Hearing a sound behind her, she paused and turned, only to notice a dragon chasing her, its massive jaws spread and prepared to devour her.

“WHOA!” Mare Do Well yelped out as the beast flew at her, snapping its jaws over her… and passing right through her.

“An illusion?” She muttered aloud. Only one pony could do that. “Decepto! Come on out!” She shouted, looking around. After speaking she felt dizzy, realizing the room was foggier, and the cloaked unicorn criminal suddenly materialized in front of her, his glowing, reptilian eye that stood in place of his head within his helmet stared down at her as she fell to her haunches.

“Request acknowledged, Mare Do Well…” Decepto said with a laugh. “Any last actions?” He asked. Smirking, Mare Do Well reached into her belt and pulled out a small filter and slid it under her mask. Taking a deep breath, she could feel her vision start to clear and she slowly stood up.

“What the…?!” Decepto asked, nervous now.

“The difference between us, Decepto? I learn from my mistakes, and change my style when I need to. You and the others are the same ol’ one-trick ponies!” Grinning, she tackled Decepto, knocking him into the wall and hoofed him in the chest several times. The costumed unicorn’s eye helmet glowed and emitted a blast of magic that knocked Mare Do Well off him. Mare Do Well grunted in pain and got back up on her hooves, flying around the hooded unicorn and as he turned, Decepto was greeted with a hoof to the helmet, shattering it and sending him flying off his hooves and into a wall.

“Well, that’s one down!” Mare Do Well said, smirking as she flew over, fanning away the smoke with her cape, then a look of shock came over her behind the mask as she saw Decepto had vanished. “Oh come on! The disappearing act again?! I really hate this pony!” She shouted indignantly. The endless hallway faded, and a door was present at the end. She’d have to deal with Decepto another time, the warden was still in danger. That thought in mind, the pegasus took to the air and flew through the door.

“I’m ready for you!” Mare Do Well shouted furiously as she soared through the next hallway and up the stairs, only to be stopped by another door that stood between her and the warden’s office. Pausing, she looked around for a grating and spied one. This could give her an element of surprise.

“Oh don’t be too put off, Mare Do Well!” Gametime said. “I’ve been watching your progress, and Shockwave’s been expecting you! Please, by all means go in through the front door!” He said, and the gem on the door glowed and opened; Mare Do Well readying a stance as her wings slid towards her belt. On the other side by the desk stood Shockwave, with the warden bound next to him.

“Well, look who showed up!” Shockwave announced, raising his hoof only to be greeted by a barrage of flashbombs that exploded violently in the unicorn’s face. Before he could react, the costumed pegasus swooped in, uppercutting him. Shockwave tumbled backward, crashing into the warden’s desk, causing the bound pony to roll himself away out of the crossfire.

Satisfied, Mare Do Well landed next to the warden. “It’s alright. I got him.” She said, only to suddenly get blown off her hooves and into the wall by a soundblast.

“Only thing you ‘got’, Mare Do Well, is on my last nerve!” the armored unicorn shouted, standing back up.

“Glad to know I’ve made some progress!” Mare Do Well replied, pulling herself from the wall and readying herself for his next move. Shockwave promptly raised both hooves at her.

“Some won’t be enough, hero! But I intend to top the charts with your demise!” Shockwave declared, firing twin soundblasts at the pegasus. Mare Do Well flew straight up and flew over him, flinging a flashbomb towards him, the bomb impacting with his left forehoof and exploding. The unicorn cried out in pain, waving his forehoof angrily and seeing the emitter had been damaged. “You’re gonna PAY FOR THAT!” He shouted furiously, firing rapid blasts at her. With one less sound blast emitter to worry about and the training she’d gotten from Spitfire, Mare Do Well had an easier time avoiding the criminal’s attacks, landing on the floor and doing a spin kick to send a bench flying his way. Shockwave fired a soundblast to shatter it, just in time for Mare Do Well to lunge through and slam her hoof into his chest, and another to his face, and for good measure, performed a loop in the air with another trick she’d learned, and drop-kicked him as hard as she could, sending him flying into a vase and head-first into a wall.

“Looks like your comeback’s come to a close, Shockwave!” Mare Do Well said, approaching. “Now care to take me to Gametime and I’ll be happy to—“ Before she could finish, a blast of frigid air burst into the room from behind her and froze her to the floor. Turning, Mare Do Well saw Frostmare now stood at the doorframe, smirking.

“Can’t let that happen, Mare Do Well…” She said, flying past her and pulling the barely-conscious Shockwave from the rubble. “Much as I wouldn’t mind bringing this to a close, Gametime is eager for a piece of the pony pie as well, so come on and follow if you can!” She said with a laugh, slamming her hoof on the ground and several jagged ice spires erupted from the floor and struck the ceiling. Shockwave weakly looked over at her, then aimed his hoof at the wall, blasting a hole through it. Slinging him over her back, Frostmare formed ice around her hooves and skated across a frozen path she created beneath her, disappearing into the room through the hole and down the halls.

Scowling, Mare Do Well turned and slid her mask above her snout and chewed off the rope holding the warden. “Go meet with the other guards, they’re regrouping back the way I came.”

“Thanks.” The warden said, standing up. “From what he bragged about to me, Big Shot supplied Gametime with a gem that allowed him to take control over this place’s security. He must have inside help for that so I’ll have a full investigation made once this is over.” He explained.

“That’s great, how do I help you guys get control of this place again?” Mare Do Well asked.

“Destroy the gem, he’s got it embedded in his helmet and the quickest way to the control room now is through that hole they made there. Security’s gonna shut down though so it’ll take a serious gesture to round up the inmates before the unicorn guards can reactivate it.” The warden said as Mare Do Well flew back, and swooped at high speed in a spinning motion as she’d done in her last fight with Gametime to smash through the thick ice spires.

“Don’t worry, I’ll have that covered by the time these creeps are handled.” Mare Do Well said, and with a nod to the warden, she flew through the hole in the wall and followed the trail of ice.

~

“Time to deal with this.” Mare Do Well said, galloping down the hallway leading to the control room, the door up ahead.

“Couldn’t agree more, Mare Do Well!” Gametime’s voice announced.

“I gotta stop thinking out loud…” The costumed pegasus muttered, though it did give indication her prey was still watching her. “Trust me, Gametime, I hate losing, and you should have gotten used to losing a long time ago ‘cause it’s about to happen again!” She said, slamming her hoof at the door, and the gem glowed and opened. She found herself in a large room with a control chamber at the end, but it was unoccupied.

“Welcome to the big show, Mare Do Well!” Gametime’s voice shouted, and suddenly a loud clunking could be heard, and he arrived in a four-legged contraption that the costumed pegasus could only assume was some sort of elite security automatron. Seconds later, Decepto appeared from behind him, followed by Frostmare and Shockwave who stood at the far corners as they approached in an open line with several griffon thugs from the battle for Cloudsdale.

“Big Shot’s plans are close to completion. He could stand to have you done away with when he unleashes it on Manehattan, and eventually everything else!” The helmeted earth pony said.

“We’ll see about that, you think coming at me all at once even after I’ve kicked your sorry flanks before is gonna make a difference?” Mare Do Well asked, gritting her teeth as she took a fighting stance. “Come on, give it your best!” She declared, only to suddenly be blasted with frigid air from Frostmare, freezing her up to her shoulders.

“Ohhh, no! You misunderstood, Mare Do Well! There won’t be a big final boss round here! Just a joyfully one-sided beatdown from everypony who’s wanted to smash your costumed flank into the ground!” Gametime explained with a smug sneer, towering over her in the automatron he piloted.

“So, this the part where we tell our captive audience about the endgame?” Shockwave asked, a slight stagger still in his step from his previous beatdown.

“NOT A CHANCE!” Gametime shouted suddenly. “We go into the monologuing, she pulls a daring escape at the last minute, uses it against us, and then gets the chance to prepare for him!” He explained, earning a mutual laugh from the other villains. “We all already know, that’s enough for anypony.”

Mare Do Well struggled but to no avail. “So… you really do have the full details, huh?” she asked.

“Absolutely, Mare Do Well. It’s only a shame you won’t live to see it.” Decepto explained. “Once we’re done with you, we’ll bring your beaten, mutilated corpse for him to see, and partake in the next steps.”

“It’s over, Mare Do Well. No need for more discussion.” Shockwave said, grinning through his damaged helmet.

“You’re right…” Mare Do Well said, hanging her head, and took a breath. “NOW!” She shouted. The moment the words left her mouth, Frostmare grinned and turned her hoof towards her companions. Gametime, Shockwave, Decepto, and the griffons barely had the time to turn and look at her in confusion before they were promptly engulfed in a fierce blast of cold, encasing them in ice and preserving their shocked expressions. Smirking in satisfaction, Frostmare turned towards Mare Do Well and her bright blue eyes flashed, and the ice around Mare Do Well shattered off her.

“They won’t be going anywhere.” Frostmare said as Mare Do Well flew up to the frozen Gametime and pulled the helmet from his head, smashing the gem with her hoof and the sound of the magic-endowed security system powering down could be heard. “So, how’d I do?” The white pegasus asked.

“Totally awesome job, Snow Angel.” Mare Do Well said, throwing the helmet aside. “Even had me wondering for a sec that you’d take Big Shot’s offer you told me about. Especially with the tricks back there earlier to fool the others.”

“I had to keep their trust, and make sure I got the details on his plan for you.” Frostmare explained. “So how’s the security going to get fixed?”

“With it brought down, the warden’s gonna get his unicorn guards to repower it, but if you can help make sure any other inmates don’t go anywhere they’ll have this place back in order in no time.” The costumed pegasus replied. “We’d better go meet up with the others and make sure they’re safe.”

~

“So Frostmare was in on it the entire time?” Warden Blackmane asked.

“Yeah. Soon as she ran into me, she made a deal with me, one I’d like you guys to uphold because she did an awesome job at it.” Mare Do Well explained, looking over at the icy pegasus at her side. “She pretended to accept Big Shot’s offer, join them and find out what his plan was for me, in exchange for a transfer to a facility closer to Ponyville that gives her family regular visitation rights.”

The warden raised an eyebrow, but Frostmare smirked. “I froze the other inmates. That’ll give you plenty of time to put them back where they belong. I’m… I’m sorry for all the rough treatment. The offer…. Well it was tempting but I realized my sister wouldn’t want me to accept.” She said, looking downward and her smirk fading. “Even if it means staying like…. this a little longer...” She raised up her white, glistening hoof sadly.

“You have my solemn promise, Snow Angel, the facility at Canterlot will have top unicorn scholars working on you. They will find a way to cure you. And I suppose I can accept the terms, as your actions do, in a way, show tremendous progress in your rehabilitation. I’ll notify your family as well.” The warden replied.

“Thanks.” The icy pegasus said.

“Need any more help rounding up anypony?” Mare Do Well asked.

“Nahh, we got it from here. Thanks a lot for your help, Mare Do Well.” The warden answered.

“Well then count me gone. I could use a little fresh air.” The costumed pegasus replied.

“Of course. I’ll have one of the guards escort you out, then.” The warden replied with a smirk, turning to leave with Frostmare. One of the unicorn guards raised a hoof, gave the warden a nod, and accompanied Mare Do Well back to the entrance.

“Well, you have my thanks, too. Best of luck with handling whatever Big Shot’s got planned.” The guard said.

“Hey, anytime!” Mare Do Well answered, smirking under her mask. “And trust me, he’ll be out of the picture in no time!” Spreading her wings, the pegasus flew off the island and back towards the city.

~

“Sir, I have… distressing news…” Black Hex explained as she entered a dimly-lit office and bowed her head. “The siege on Alkatrot was a disaster. Mare Do Well escaped, and the others have been recaptured…” She gazed up at the large earth pony in the mask, he slowly approached from behind the desk but paused when the gem communicator on his desk flashed brightly and touched it with his hoof.

“Zerok?” He said softly.

“Yes, boss.” A gravelly voice on the other end asked.

“Return at once. Our plans have been exposed and it’s only a matter of time before Mare Do Well comes up with a means to counter it. We need to accelerate production and be ready for acquiring the last piece of our plan from Max Diamonds… whether he wants it or not.” He said with a low chuckle.

“Perhaps, sir, it’s best Mare Do Well is present when we carry it out. I want to see her witness failure, after all.” The changeling suggested.

The large earth pony thought about it for a moment.

“Perhaps. She need only be lured out when the time comes, everything will be revealed to her.” Big Shot answered. “I want you here in no less then ten minutes, Zerok.”

On the outskirts of Alkatrot, the guard who’d escorted Mare Do Well outside smirked, his eyes briefly turning completely blue. Looking back, his appearance shimmered and in his place stood a mare pegasus guard, who promptly flew away without another word.

~

“Welcome back, Rainbow!” Twilight said with a smile, having just teleported her friend back in after receiving a message from one of the candles she’d given her. The pegasus immediately collapsed to the floor, throwing her hat and mask off.

“Thanks, Twi… I’m gonna be napping for the rest of the night after all I’ve been through.” Rainbow replied. “But after all that… well, I got a good lead with Big Shot’s plan. I’m REALLY gonna need some help with this.”

“Oh?” The unicorn asked.

“Frostmare gave me this right before we met with the warden. It’s some kinda drug Gametime used to handle the guards and free the others. Can you do a spell or something to… I dunno… scan it?” Rainbow asked, her wing popping open her belt and tossing a tissue from it, Twilight levitated the small cloth and closed her eyes, the residue on the cloth shimmered for a second, and then Twilight’s eyes snapped open in alarm.

“Rainbow, this is bad. I recognize most of the components go into Love Poison!” The unicorn said. “It’s different, somehow though. Like a weaponized version!”

“Frostmare told me Big Shot’s planning to use it on Manehattan, and eventually other places too.” Rainbow answered. “So he’d have a bunch of stupefied ponies staring off into space spewing lovey-dovey pet names and stuff?”

“I doubt it’s that simple, Rainbow. Love Poison’s dangerous enough already. If it’s weaponized, he could easily pacify everypony in the city. Imagine what he could gain if he got this stuff on the market after such a demonstration as an entire city?!” Twilight said.

“We have time, Frostmare said he’s still not completely ready yet but she has no idea who Big Shot is or where he is making the stuff; but he’s planning to have it ready for the Great Winter Festival at the end of….” Rainbow’s eyes widened. “….This week…”

“I’ll get this stuff analyzed and try and get a cure made. If we can do that, we’ll be able to stop him, or at least counter it should he get it released. But the festival’s a very upscale event, it won’t be easy to get in there.” Twilight explained.

“Well, I think I have a solution to that…” Rarity’s voice said from the door, the white unicorn grinning widely. “Congratulations, Rainbow Dash, or should I say Prisma Glimmer... Max Diamonds invited you by letter to join him at the festival. Think, Rainbow, you save Manehattan, get a date with a rich, handsome pony...” Rarity said, circling Rainbow, who smirked in amusement.

“Well, I guess that covers that question… wait, Max! Big Shot’s gonna be after him too!” Rainbow said as realization set in. “At least this gives me a chance to keep him safe. Thanks, Rarity.”

“Oh come now, Rainbow, he promised to make it up to you back on New Years, so nothing to thank me for, at least till I get an outfit made for you.” The seamstress said with a smirk.

“Well, I guess we got a plan, now. I’ll get to work on a cure for this, and Rainbow, I’d suggest for the week keep close watch on Max during your Manehattan patrols to make sure Big Shot’s thugs don’t come after him beforehoof.” Twilight said. “Try not to be too excited about your ‘date’.” She said with a playful wink, causing an eyeroll from the pegasus.

~

“I don’t understand, Princess… can’t you handle this before Big Shot can go through with it?” Rainbow asked, sitting on a rooftop as she looked at the starlit sky, the Princess of the Night standing by her side.

“This is your destiny to face, Rainbow Dash.” Luna answered. “Your greatest battle yet is fast-approaching… be warned…I still feel a sense that there is more to your adversary then you realize. Your growing bond with Twilight Sparkle and your own strength and belief in that will be what you need to win in the end.”

Rainbow Dash lowered her head. “You have that much faith in me, huh?” She asked.

“Why wouldn’t I, Rainbow Dash? After all you’ve managed to accomplish, you don’t believe in yourself?” The Princess asked.

“Good point.” The cyan pegasus replied with a small laugh.

“Fight hard, and you will win this.” Luna said, leaving Rainbow Dash alone with her thoughts once again.

Author's Note

And thus at long last did I finally find time for another chapter! With Rainbow finally in tip top shape and showing her old enemies they're no longer a match for her, she's ready... or is she? The finale is near, repent now!!!!

The Final Shot Pt. 1

“You’re right, this should do it!” Twilight Sparkle said with a smile as she watched a mixture funnel into a vial. “Thanks so much for helping me with this, Zecora.”

“No need for thanks, unicorn friend.” The zebra shaman said. “What matters is this grave threat’s end.”

Twilight chuckled. “Even with the danger of everypony being turned into love-struck zombies you find time for rhymes.” She said. “But thankfully, now we have an antidote to prevent that!”

“Hey, Twi! I’m back!” Rainbow’s voice announced from upstairs and soon the costumed pegasus trotted down the stairs. “Hey, Zecora. I guess Twi filled you in on everything?”

“She has told me of the impending plight. It would seem soon you’ll have quite a fight.” Zecora said.

“So, anyway, we got a cure made.” Twilight explained, floating the vial in front of Rainbow’s face as the pegasus slid off her mask. “Big Shot’s drug should be negated in seconds once it comes in contact with it, but we’ll need a way to administer it if he releases the love poison.”

“Awesome, Twi. I knew I could count on you!” The pegasus said with a grin, looking at the vial.

“Zecora was a big help, too. She was able to get me the herbs and ingredients I needed to help make it.” The unicorn explained.

“Thanks, Zecora.” The pegasus said with a nod to the zebra.

“So, check in on Max Diamonds at all?” Twilight asked.

“Yeah, Big Shot made a few attempts on him with his lackeys, but nothing I couldn’t handle. Sent ‘em packing every time!” Rainbow replied, grinning. “Weird, though, I kinda expected that black zebra assassin of his to be the one who’d try it.” Zecora suddenly turned at the mention of a black zebra.

“A black zebra, you say? Describe to me, if you may.” Zecora said urgently, causing the pegasus to cock her head a little.

“Uhhh, okay. Her name’s Black Hex. She wears all black, appropriate, I guess. Can’t really see her face that well but it looks like she’s black with white stripes. She’s really tough, seems like she’s Big Shot’s main lackey and has a serious hankering for killing me like I’m some kinda special prize!” Rainbow explained. Zecora frowned and remained silent for a moment, looking to the side as if pondering something.

“Usiku…” She muttered quietly.

“Oo-what-huh?” The pegasus asked.

“Something I am still unsure, young mare. I think, perhaps, your own matters you should prepare.” The zebra said. Giving her and Twilight a nod, the zebra trotted upstairs and left without another word.

“Wonder what that was all about…” Twilight wondered.

“Dunno, but Max is safe… for now anyway. I can keep watch over him on our ‘date’.” The pegasus answered, then her eyes widened suddenly. “Oh! Our date! I gotta get ready!” As she prepared to leave she felt a sudden tug on her cape.

“Rainbow, wait. Before you go, can you give me the costume till you’re ready? I got something I wanted to do with it I think you’ll appreciate.” The unicorn said.

Rainbow gave a look of confusion, but then shrugged it off. “Just don’t blow it up or anything.” The pegasus replied, hastily taking it off.

~

“As you can see, Zerok, True Love is finally ready and we have enough to release into every major city in Equestria… Starting with Manehattan.” Big Shot explained, accompanied by the changeling while Black Hex followed closely behind. “We need only acquire Max Diamonds to get the necessary means of dispersing it all around the city for the test run we need.”

“And what would that be?” Zerok asked, cocking his head.

“At the top of InfiniGem is an invention a few of his technicians have been working on, a sort of weather-maker. Think a miniaturized version of Cloudsdale’s weather factory. Pitched as a means of allowing for an emergency weather production should a crisis like what nearly happened in Cloudsdale ever actually occur. We combine it with the vaporizer Black Hex acquired at the New Years celebration, we can transform the drug into artificial clouds that will rain it… or in this case… snow it down on the populace.”

The changeling grinned. “I can assure you, you’ll have some very interested and very grateful customers if this works, boss… and what of Mare Do Well?”

The masked earth pony stallion paused. “Let her try to stop us. In fact, Big Shot would very much like to see her try.” He said. “In the meantime, back to the matter of acquiring Max Diamonds. To my understanding he has a date tonight? Black Hex will be in charge of acquiring him, we require him to access the machine.”

Zerok nodded quietly. “Of course, sir.” He glanced back at the zebra, who nodded to the large earth pony. “Will there be anything else?” the changeling asked with a sneer.

“Not at the moment. If Mare Do Well should happen to arrive, she can be dealt with then, but it’s imperative she witness her failure.”

~

“Oh, Rainbow, you’re going to look nothing short of fabulous tonight!” Rarity said with a giddy smile and tone as she trotted around the cyan mare floating several sewing tools around her while shaping up her dress. “I trust you’re still well-versed in your Manehatten upper-class etiquette?” She asked.

“But of course, darling.” Rainbow said with an eyeroll as she switched to a prim and proper tone. “Uhhh… Rarity? Don’t go crazy about this, but I gotta get something off my chest here.”

“Whatever would that be, Rainbow?” The white unicorn asked, attaching a few gems around the waist of the gown.

“It’s weird, whenever I’m around Diamonds, I get all woozy. What’s that about?” The pegasus asked.

The shudder was deafening.

“Why Rainbow Dash! You have a crush!” The unicorn said with a grin wide enough to put Pinkie Pie’s to shame. “..On one of the wealthiest, most charming and handsome stallion bachelors in Manehattan!”

Rainbow looked slightly ill. “Me? Crush? No way. I’m too awesome to get a schoolfilly crush on some stallion.” She said, her eyes darting to the side.

“Keep telling yourself that, Rainbow, but you’ll have to be out with it, and admit the truth about yourself when you feel you can trust him with your secrets. It may not be easy, but otherwise, well, you’ll never know, will you?” The unicorn said with a wink. “And for that, I’ll have to make extra sure you’re nothing short of a stunner when you meet him.” She said, earning a snort from the pegasus.

Within an hour, Twilight arrived at the Carousel Boutique. “Rainbow, I’m finished what that thing I was gonna do with the cos-TUUUU-WHAAA…” Twilight’s eyes widened when she saw Rarity’s finished work on her normally tomcoltish friend. That time Rainbow had first put on this upper-class persona was nothing compared to this... she’d turn everypony’s head in Canterlot now. Rainbow was wearing a glittering, fancy gown that was done in shades of red. Rarity had done Rainbow’s eyelashes and put her mane, and tail into a straightened style and tinted them the proper rose color that matched the mare’s eyes.

“Twi. Don’t you dare.” Rainbow said sternly. Try as she might, a snicker still escaped the lavender unicorn. “Alright, you’re going down, Twi!” The pegasus growled, but was held in place by Rarity.

“Now, now, Prisma, that’s no way for a proper lady of your standing to speak.” The white unicorn said with a smirk.

Sighing, Rainbow glared at Twilight. “So, what did you do with my costume, exactly? I gotta find a way to fit it under this dress, you know.”

“Oh, you won’t have to, Rainbow!” Twilight replied with a smile. Her horn glowed and her saddlebag opened, and a heart-cut violet gem floated out. “I used a spell to… so to speak… ‘seal’ the costume in here. When you need it back out, just tap it with your hoof and say ‘Go Mare Do Well!’ and boom! Instant costume all on and everything, and your dress will go into the gem in its place!” She explained as she floated it over to Rarity, who looked rather captivated by it.

“Oh, it’s positively lovely Twilight! I wouldn’t mind keeping it when you’re done with it honestly.” The white unicorn replied.

“Funny you should say that, once this is over it’s yours… kinda the terms Spike gave me for letting me use it. But anyway, think you could make it into a broach or necklace for Rainbow so she can have it with her?” Twilight asked with a sheepish look on her face.

“That should be easy enough. A gem like that I have plenty of selections.” Rarity said with a nod, floating the gem in front of Rainbow and looking it over. “We’ll go with broach. A silver frame around it! That’ll be perfect!” The seamstress said, grinning and earning another eyeroll from the pegasus.

~

In the upper-class sidewalks of Manehattan, near a street lamp next to the location Max’s letter had specified, there was a flash of light and the disguised Rainbow Dash appeared. Rubbing her head a little from the teleportation, the pegasus looked around, hoping she wouldn’t have to wait long and instinctively taking to the air, hovering a few feet over the ground.

“Just gotta get this over with… maybe enjoy it a little… wish he could meet the real me again…” The cyan pegasus mused to herself. “Would he even like the real me though?” She suddenly couldn’t help but wonder what she meant by that… did she mean Rainbow Dash or Mare Do Well? She grinned. “What’s not to like about me? I’m way awesome, and how many ponies can brag they’re dating a superhero?” She chuckled to herself, then realizing how she was acting, slapped her forehead with her hoof. “Aw, Tartarus, I’m acting like some stupid schoolfilly! Get it together!”

“Miss Prisma!” A familiar, friendly voice suddenly said from behind her, causing the mare to turn. There stood Max Diamonds, outside his carriage and smiling up at her.

“Ohhh! Mr. Diamonds… I-I mean…” The pegasus stammered.

“As I’ve said before, call me Max.” The businesspony said with a smirk. “I must say, you get more and more lovely every time I see you.”

Landing softly, Rainbow approached. “Why thank you, you’re much too kind!” She said, adopting her upper-class Manehattan accent and blushing heavily as she offered out her hoof, which he took and gave a kiss. “Where may I ask are we off to?” She asked.

“Actually, right here.” He said, gesturing to the building next to them. “I didn’t wish to trouble you with much travel, and I wished to show you something as well about this particular restaurant.”

Following him inside and still blushing, the disguised mare was lead to an elevator that brought them higher and higher. When it came to stop and the doors opened, Rainbow’s eyes widened at the pristine, white marble high-rise diner before her. Above hung a massive, crystal chandelier, an orchestra played nearby on a stage, and many of Manehattan’s elite were seated about, chatting. A host approached them.

“Mr. Diamonds, and Miss Prisma Glimmer?” The host asked.

“Correct. Please if you could, lead me and my lovely companion to our table.” Max replied, and they were lead to a windowed balcony overseeing the square where the festival was held. The lights below were like the stars of the sky, and the pegasus couldn’t help but think it did look pretty awesome.

“This is what I wished to show you.” The businesspony said with a smile as the host left them. “You being a pegasus, at the risk of sounding stereotypical I thought you’d like a high-rise view.” He said with a nervous laugh. A waiter came by, accepting their orders for cider before leaving again.

“Max, flying is something I’ve always enjoyed.” Rainbow said, narrowly avoiding breaking character, and trying to think of how to word things so she wouldn’t. “Every time I’m in the air, just soaring through the clouds, taking in the star-filled sky, it’s just… it’s the most amazing feeling ever!” She explained, wanting to slap herself for the cheesiness as she’d have used far more passionate words if she could.

The businesspony chuckled. “I can see there’s a lot to you. Miss Prisma.”

“Call me Prisma. I’m supposed to call you Max after all.” Rainbow said with a laugh.

“Very well. As I was saying, I can see there’s a lot to you… I can’t quite place it but somehow you’re different then most of the mares I’ve met over the years. I like it. Aside from being incredibly beautiful, you seem almost like you… hold back or something. I’m curious of seeing that side of you sometime. Give me that chance, you may even learn there’s more to me then most ponies know.” Max replied. As he said this, a new song played, a soft melody much like the one at the party they ‘met’ at. Rainbow looked over, then back at Max, who gave a sheepish smile.

“Well, so much for subtlety. Would you grant me the pleasure of another dance? Perhaps this time we can avoid any interruptions from assassins.” He said, smirking at the joke he gave.

Rainbow blushed heavily. She wanted to keep him happy so he’d stick around and she could watch over him, but at the same time, she genuinely wanted to give this a go. “I would be most honored.” She said, giving an alluring look with her eyes.

The young businesspony lead her to the dance floor of the restaurant, where other couples were already starting to slow-dance. Placing her forelegs around him and balancing on her hind legs as he did the same for her, Rainbow fought off urge to do her own steps and just follow his lead, closing her eyes for a moment.

Is this right? She wondered to herself. It felt like being in some kind of fairy tale romance Rarity often went on about; not something she normally would want anything to do with. She had a double life, this would jeopardize that, plus she was an awesome athlete, not some floozy! Yet… she could feel herself growing woozy again as she opened her eyes, looking into his as he brushed back her now rose-tinted mane with his hoof. Instinctively, she felt herself draw closer, and before she knew it, her lips gently met his.

She’d never experienced anything like this before, and normally she didn’t want to. She wanted to break off and just fly away! No, I can’t! She thought to herself amidst her confused feelings. The city was at stake here! So long as I stay by him Big Shot has no chance of getting him, and obviously he needed him for something! Was it all so bad? It wasn’t like anypony knew who I really am here, but I can’t keep lying either! Wait, am I still kissing? This feels kind of nice actually… Finally, she just gave her heart into it, and as she did, she felt another fainting spell coming on, causing her to dip backward but Max had caught her.

“Easy, there!” He said with a smile.

“I’m sor—I mean… my apologies.” Rainbow replied, remembering to stay in-character. “Guess I’m just… really not used to this sort of thing.”

“Really, now?” The businesspony replied. “I wouldn’t expect that of you—“ As he spoke, however, the window suddenly shattered behind them when an explosion burst on it and numerous patrons began screaming and fleeing towards the elevator. As the smoke cleared, a figure in black descended down and emerged, revealing none other then Black Hex.

“Mr. Diamonds, Big Shot has need of you.” The zebra assassin explained. Rainbow Dash glared and began to approach, but Max held his hoof out.

“Prisma, I don’t want you hurt. Please, leave now.” Max shouted. Giving a nod, Rainbow galloped away, but turned a corner and towards the restrooms.

Looking at herself in the mirror, a determined look came across Rainbow’s face as she tapped the gem on her dress. “Go Mare Do Well.” She said, and suddenly a flash of light and articles of clothing surrounded her and she was instantly clothed in the Mare Do Well costume, minus the hat which lay at her hooves. Picking it up and placing it atop her head, the costumed pegasus flew straight at the window and smashed through it, circling the building to enter through the hole Black Hex had entered the diner through, finding her having already bound Max in a bola snare. “Stop right there, Hex!” Mare Do Well shouted, her eyes burning with anger behind the mask.

“Sorry, Mare Do Well, as much as I’d appreciate ending your life now, my boss requires this pony as soon as possible.” The zebra replied, swinging her hoof and a burst of smoke exploded from it, obscuring the pegasus’ vision. Mare Do Well felt something move past her and turned, seeing Black Hex glide away with a pair of kite-like wings, Max in tow.

“No you don’t! You’re not getting away!” Mare Do Well yelled, spreading her wings and following after. “Think you can outfly me, you’re way wrong!” Swooping down, she slammed her hoof into Black Hex’s back, causing her to sharply turn and spin slightly in the air. Black Hex struggled to keep herself righted, but in the progress Max fell from her hooves and Mare Do Well immediately flew down and caught him.

“Don’t worry, Ma— …Mr. Diamonds. I’m gonna deal with this once and for all!” She stated, flying towards the festival stage. As she drew closer, however, a bola snare suddenly caught her leg, and its owner gave a sharp tug, causing Mare Do Well to falter and spin uncontrollably. “Oh no! Hold on tight, Mr. Diamonds we’re gonna have a rough landing!” She said, wrapping her hooves protectively around him as she beat her wings several times to slow her fall as much as she could and turned herself so she’d take most of the impact. In seconds, the two ponies landed and tumbled across the stage, startling the many ponies gathered in the square.

As Mare Do Well shook her head, her attention was caught by the sound of hooves landing on the stage several feet away from her. Looking over, she saw Black Hex glaring down at her. The zebra took a whistle from her vest and balanced it with her hoof, holding it to where her mouth was and blew. In seconds, several large pegasi landed beside the bound Max.

“N-no!” Mare Do Well cried out as one swung his hoof in her chest and walked past her, both grabbing Max and taking to the air with him.

“Forget what I said earlier, Mare Do Well. This ends now, in front of everypony here!” The zebra said coldly as Mare Do Well stood herself up and galloped after the pegasus thugs, only to be tackled by Black Hex and sending her back to the ground. Mare Do Well jerked her body and sent Black Hex off before turning to face her. “Fine, you want a fight, Black Hex, let’s do this!” she said, glaring and taking a fighting stance. “Once I’m done with you, I’ll save Diamonds and deal with your boss personally!”

“Don’t be so overconfident, Mare Do Well!” Black Hex said, a blade emerging from a brace around her right hoof as she lunged forward at the pegasus.

Mare Do Well narrowly avoided the sharp blade as Black Hex swung and jabbed it at her, delivering a few strikes of her own with her hooves. Black Hex leaped into the air and over Mare Do Well, and bucked her across the stage. The costumed pegasus rolled across the floor but quickly recovered, spreading her wings to fly at her but was promptly snared by another bola, sending her back to the ground. Charging forward, she swung her hind leg under Black Hex, causing the zebra to stumble a bit, then swung her forehoof up into the assassin’s chin, knocking her off her hooves. The zebra fell backward, and kicked her legs out to jump into the air and land back in a standing position again, swinging her blade and grazing Mare Do Well’s left foreleg.

Gritting her teeth, Mare Do Well did her best to ignore the stinging pain and attempted to strike her again, but felt oddly feverish. “What… the…?” she muttered, feeling increasingly winded.

“Sleeping Death. A personal favorite of the poisons I use,” Black Hex said, easily avoiding her attacks now and circling her. “Right now, you’re feeling weaker and weaker. I imagine that fever’s also giving you quite the headache and that costume can’t be making it any better…” She said, pressing her hoof into the pegasus’ back and raising her bladed one up. “But don’t worry, I’ll be claiming my victory now… I’m sure I’ll find some excuse to give Big Shot afterwards…” She explained softly. Rainbow struggled but the poison was getting to her, her limbs were unresponsive no matter how much effort she put in. Closing her eyes, she waited for the inevitable when she suddenly saw a flash of light and felt Black Hex get knocked off of her, followed by the sound of hooves at her side.

“Rainbow! We came with the antidote for Big Shot’s love poison!” Twilight’s voice said somewhere in Rainbow’s blurring vision.

“She is poisoned I fear! Rainbow Dash, drink this potion I hold near!” Zecora’s voice said and Rainbow felt her mask get slid up and a flask held to her lips. Drinking it down, Rainbow felt herself slowly recover, and she heard Black Hex… laughing?

“Cousin Zecora… it’s been too long!” Black Hex said, standing up.

“Sleeping Death, Usiku! A trick of yours that’s far too old! You tried it on our chief, I've been told!” Zecora said, glaring back at the other zebra.

“That old fool allowed me to be shunned, Zecora! All because of THIS!” Black Hex declared, shedding her mask and revealing her face; a jet-black zebra with white stripes, her mane was short but ragged, and her eyes held a hateful glare to them. “You dare to tell me I was wrong to try to do away with him?” Black Hex asked. “Now stand out of my way, with Mare Do Well recovered I may as well deal with her now.”

Zecora did not move from her spot, though her hoof traced along her back where her staff was strapped.”You sought to slay Mare Do Well, Usiku, but perhaps I’m more desired prey to you?”

The black zebra laughed. “Oh, still with the rhymes even in situations like this, Zecora… such as the duel that lead to my banishment from our tribe!” she said.

“A incident that made me grieve! Why do you think soon after, I chose to leave?” Zecora asked, now taking up her staff.

“How touching, but it won’t change anything. Let’s end this as we should have.” Black Hex replied, swinging her blade forward, only to be parried by Zecora’s staff. The zebra quickly glanced back at Twilight and Mare Do Well.

“Moments are needed for her to once more be strong. But I assure you, this won’t take long!” Zecora said, and returned her attention on Black Hex.

Rainbow grew more and more aware of her surroundings again and looked over at the two zebras fighting, then back at Twilight. “Thanks… both of you.” She said with a smile. “So, you said you got the cure with you?”

“Yes, Rainbow. It’s right here.” Twilight said, her horn glowing and her saddlebag showing the vial.

“We still don’t know where they took him, though!” Rainbow said angrily, feeling her strength slowly return.

“I bet I know who does.” Twilight said, looking over at the zebras again.

Meanwhile, Zecora swung her staff, then turned and spun it, striking Black Hex in the chest, the other zebra grunted and swung her blade again, parrying the next strike from the shaman’s staff. “I won’t lose to you again, cousin!” The black zebra snarled, her strikes growing more and more frantic as Zecora remained focused, blocking every attack now.

“That remains to be seen.” Zecora said, for once not rhyming and her tone far more firm as she spun in the air and swung her staff downward, then brought it straight up before the assassin could react and struck her hard in the face, sending her flying into the wall of the stage. Black Hex grunted, attempting to stand but suddenly finding Zecora’s staff at her throat.

“Stop this now, my fillyhood friend. This fight must now end.” Zecora ordered.

Black Hex paused for a moment at the term the other zebra called her, but her expression hardened immediately after. “I lost, but I dare not live with this humiliation any longer, cousin!” She said in an icy tone, turning her hoof and shoving her blade into her own chest. The zebra cried out in pain, feeling the poison from it beginning to affect her. “But… don’t feel too bad… this fight… was fair all the same… as consolation…” She said, her breath growing more rapid… “You’ll… find them… at… InfiniGem…” With that last word, Black Hex’s eyes slowly closed and her body fell back lifelessly to the floor. Zecora stood over her fallen foe, her eyes holding nothing but pity for her.

“Go now. I will tend to this. Big Shot’s plan must desist.” Zecora said calmly.

“I know where that is.” Twilight said, causing Mare Do Well to cock her head and stare. “Hello? Librarian, I have maps of every city in Equestria and I memorized them all!” She said with a sheepish smirk. “Hold on tight.” Quietly, Mare Do Well looked back at Zecora and the fallen Black Hex and nodded, then looked back at Twilight, who closed her eyes, her horn glowing, and the two vanished.

~

“So this is where Max spends his daytime hours…” Mare Do Well mused, staring up at the tall building. “They’re probably on the top floor, so let’s take a shortcut!” She said, wrapping her forehooves around Twilight.

“You sure you’re up for this, Rainbow?” The lavender unicorn asked.

“Of course I am, Twi. I can handle a simple thirty-floor flight!” Mare Do Well said with a grin under her mask, and with that, she flew straight up, as fast as she could. Finally reaching the top, she saw a device of some kind that resembled Cloudsdale’s weather pump, and several pipes feeding downward, into the building. Looking down, she spotted a large glass window wall below and flew straight down, Twilight charged her magic and fired a blast, shattering the window before they flew through. Skidding to a landing, Mare Do Well released Twilight and found a door and several thugs stood between them and the next room. “Ready, Twi?” She asked.

“As always.” The unicorn answered, smirking and charging magic in her horn, firing blasts at several thugs while Mare Do Well flew straight at several more, dispatching them in seconds. With one remaining, Mare Do Well pinned him against the wall.

“Where’s Big Shot and Max Diamonds?!” She demanded.

“Through the door. Down the hall. Double-door on the right. Leads into Max’s office, that’s where they are!” The thug whimpered. “They’re gonna attach a vaporizing machine to the weather maker prototype Diamonds has been investing his gem technology in!”

“Why?!” Mare Do Well yelled, raising her hoof back to strike him.

“It’s how they’re gonna disperse the True Love drug! It’s a weaponized love poison! Manehattan’s a perfect testing ground, you know!” The thug said, grinning nervously before Mare Do Well promptly hoofed him in the face, knocking him unconscious.

“Let’s go.” Mare Do Well said, pushing the door open and Twilight followed her down the hall, and to the doors, the costumed pegasus took a deep breath.

“Wait.” Twilight whispered, placing her hoof on Mare Do Well and closing her eyes, and the two vanished, appearing in the next room.

Max Diamonds’ office was large and plush, with the entire back wall consisting of windows that overlooked Manehattan. Standing at the table was a towering, masked earth pony in a black suit, scars ran down his legs and an image of crossing swords showed prominently on his flanks.

“Big Shot…” Mare Do Well hissed, her voice laced with hatred at the crime boss who had eluded her for so long.

“Mare Do Well… at long last, we meet face to face.” The masked earth pony said with a low chuckle. As Mare Do Well and Twilight both prepared to engage him, Big Shot suddenly turned and bucked the table, sending it rocketing at the two ponies at such speed Mare Do Well barely had time to avoid it. Turning, she saw it had hit Twilight dead-on, slamming her into the wall and knocking her out.

“TWILIGHT!” The pegasus called out, and before she could turn, she was suddenly slammed by Big Shot’s massive hoof, sending her tumbling across the floor. As she stopped herself and turned, she saw the muscular crime boss galloping towards her and jumped into the air, leaping over him and swung her back legs out into a firm buck. Big Shot stumbled a bit, but then turned, growling as Mare Do Well stared wide-eyed. This stallion would make Big Mac look frail! She thought to herself in shock as she was suddenly smacked again, sending her flying towards the window and smashing through it. Barely getting her wings working, she hovered outside, and looking in, she saw Max Diamonds bound on the floor near where the desk was, looking over at her and struggling.

“You know, for somepony who gave me so much trouble, you’re not quite as tough as I imagined…” Big Shot sneered, approaching. “But then again, I guess it’s my fault for overestimating you. Care to continue this, or give up?” He asked.

“Big Shot?” Mare Do Well asked, hovering in place as she glared at him through the mask. “I NEVER give up!” She said, and she flew straight at him, with all her speed and strength, pressing the sides of her belt as she drew closer and letting loose several flash bombs that exploded right in the large stallion’s face, blinding him. Seizing the opportunity, Mare Do Well flew past him and into the wall, rebounding off of it and flying straight at him, her hoof stretched out and with all her might kicked him in the head, sending the crime boss tumbling to the floor unconscious.

Landing softly and taking a few breaths, Rainbow smirked under the Mare Do Well mask and walked past the fallen Big Shot, stomping her hoof on his face for good measure and knocking his mask loose as she approached the bound Max Diamonds. Sliding her mask up, she chewed off the ropes and the young businesspony let out a deep sigh of relief. “You okay, Max?” She asked.

“I’m fine, thanks, but what about your friend?” He asked, looking over at Twilight.

“Ohmygosh! Twi!” Mare Do Well galloped over to the unconscious unicorn and nudged her. “She’s alive, but she got banged up pretty bad. I need to get her to the hospital once we make sure Big Shot’s not going anywhere.” She explained, her attention turned over to the unconscious Big Shot again. “It’s finally over…” She said softly, sliding the loosened mask away. Her eyes widened in surprise as she recognized the face underneath.

“Grand Cargo! I had a feeling…” She said.

“All this time… he’s been pulling all this.” Max replied. “And wait… you called me Max…”

“Uh….” Mare Do Well looked to the side sheepishly.

“Prisma?!” He asked, smirking.

“Rainbow Dash, actually…” Mare Do Well said, sliding her mask up and revealing her face. “Look, I’m way sorry I had to put on the act, but I had to stop Big Shot… I… really wasn’t expecting I’d get… well, it’s weird to hear from me, trust me… attached.”

As she blushed, she felt an odd queasiness again, and Grand Cargo turned over slightly, his eyes opening… they were glazed over with an odd but all-too-familiar green tint to them.

Rainbow’s heart raced as she knew that symptom in a pony. “How… could he be behind this if he was being controlled by a changeling?” She wondered aloud.

Suddenly, she was blasted into the wall by a bolt of green lightning magic. Staggering as she got up off the floor, she turned and saw Max Diamonds smirking.

“No… it can’t be… y-you’re a….!” She stammered as Max’s eyes flashed an opaque blue.

“Did you ever wonder why you'd feel moments of fatigue around me? I told you there’s more to me then most know…” He said, his voice suddenly gaining a reverberating effect to it as he reared back, magic crackled all around his body, patches of his slate-colored coat shed off of him; revealing ebony-black skin with odd hole-like formations in his now lanky legs, his suitcoat burned away, his mane and tail peeled away revealing long, translucent fins, his neck made a sickening crunching sound as it grew longer as well, his back split apart revealing a carapace and a pair of insectlike wings, a long, curved horn grew from his forehead with another crunching sound and what remained of his face flaked away, revealing a sneering, insectlike being Rainbow Dash knew to be a changeling. “In public, I’m Max Diamonds, a wealthy businesspony I killed and replaced shortly after the battle in Cloudsdale that I’m sure you remember, Rainbow Dash. Under the facade, I’m known as Infiltrator Number 04… also known as Zerok, also known as BIG SHOT!” he declared, his once-smooth voice now a guttural reverberating rasp as he let out a sinister laugh.

TO BE CONTINUED...

Author's Note

DUN-DUN-DUNNNNNNN!!!!

Big Shot(Grand Cargo)

The Final Shot Pt. 2

Rainbow Dash stepped back, shocked at what she'd seen. “How… this… this can’t be!”

The pegasus stared agape. The pony she’d started to… maybe sort of have feeling for was the mastermind who had been eluding her for nearly a year, and had been a changeling all along! A changeling she’d fought back in Cloudsdale when she’d stopped Gilda! Somehow, he'd survived and spent an entire year masterminding the schemes and costumed nuts she'd been fighting against the whole time! He'd been right under her muzzle posing as somepony she couldn't help but feel something for, somepony she even... maybe wouldn't have minded being with... if it was only a little or maybe more then that.

“Surprised, Rainbow Dash?” the changeling sneered, Rainbow took to the air and flew right at him, but he easily dodged her, causing her to crash into the floor. “I'll take that as a yes. I have to admit, it was so adorable, your little crush on Max Diamonds, but what can I say? I can be quite the charmer, wouldn't you agree?” He suddenly morphed into an pearl-colored unicorn mare on par with Fleur De Lis’ beauty, with a long, elegant flowing blue mane. “Or you could just ask Grand Cargo here, if he were able to answer you. You wouldn’t believe how easy he was to place under my power, and make into my personal puppet and public face for my plans,” Zerok explained in a sultry female voice, stroking one of Cargo's legs and brushing off one of the prosthetic scars the large earth pony wore as part of his Big Shot getup. Turning back towards the costumed pegasus, the changeling grinned as he morphed back into his true form. “I posed as a hired infiltration agent in front of Black Hex and others who worked for Big Shot, controlling Grand Cargo the entire time through whispers in his head, and recorded instructions I sent him as Max Diamonds, as well as delivering the messages to the other costumed criminals by using my abilities to sneak in and out of Alkatrot when I needed to. All to ensure nopony ever knew who was really running the show!” he explained, spewing a glob of green goo at the costumed pegasus as she tried to stand and sticking her to the wall.

“So… the True Love drug… it’s not for profit after all, huh?” Rainbow Dash asked with a bitter laugh. Changelings fed on love after all, it’d make sense that Big Shot… the real Big Shot… would create something that guaranteed him a way to make an instant pony love buffet. “I bet Queen Chrysalis must be so proud of you.”

“Who said I worked for the Queen?” Zerok asked with a sneer. “Well, I suppose that’s an overstatement. I serve her… yet I don’t serve her… at the moment at least. After our defeat at Cloudsdale, I was the sole survivor of my siblings there. I knew returning to the hive guaranteed my queen executing me for me and my siblings' failure!” he explained. “Trust me, ignoring the whispers to return… the commands hardwired into my brain since birth that compel me to return to it like a moth to light… it’s far from easy, but using the much-adored and so very loved businesspony Max Diamonds as a disguise, as well as feeding off Cargo from time to time have kept me strong enough to resist for now. With this, however, I can infect all of Manehattan and more, producing a display and gift we can use on other lands as well that’s certain to put me back in her good graces, and maybe even look at a promotion to lead infiltrator!”

“So… all this just to make momma proud? And you think I’m pathetic? You’re pretty brainy compared to most changelings I’ve met, so why waste it all just trying to get brownie points with her?” Rainbow Dash asked, laughing before the changeling, impossibly fast, flew right at her, punching her in the chest with one of his gnarled hooves before blasting her with a bolt of magic, dissolving the goo. Before Rainbow hit the floor, the changeling caught her with his forehooves and slammed her against the wall again, letting her fall to the floor this time.

“Watch your tongue, pony! Regardless of my caste… simple drone or cunning infiltrator… as a changeling my first instinct is to serve my queen! Loyalty, something I understand you’re familiar with as well!” he said. “But I also have my sense of self-preservation. I wish to serve her for a long, long time, even if it involves hiding from her until I can fully prove my efficiency again, and this… Rainbow Dash, should be all the proof she needs!” he declared with a laugh.

Rainbow grunted from the pain and stood herself up defiantly. “Well, hate to break it to you, but since you wasted this much time monologuing and waiting on me now I can stop you from releasing that stuff on the city!” she said.

“On the contrary, pony… I had the machine preparing for dispersing True Love about ten minutes before you got here. The weather maker I invested in the production of as Max Diamonds, as well as the inventions I had Black Hex steal, now True Love has been processed into vapor, so the weather machine should be churning it out…” The building suddenly began to rumble as something above roared to life. “Right… about now!” he said with a laugh. Rainbow’s eyes widened as a thick, purple cloud burst from above the roof, breaking into a thick mist that rapidly drifted upwards and turned the other clouds a similar color on contact, and in seconds, an odd purple snow started to fall on the city. The changeling leaned forward, a smug sneer on his face. “Don’t you see, Mare Do Well? I’ve already won!” he declared.

“Not yet!” Rainbow said, pulling her mask back down and grabbing up her hat, then flying straight at Zerok, slamming her forehoof into his face. The changeling’s head jerked to the side and he grinned at her, rearing his head back to spit another gob of green slime at her. Mare Do Well blocked it with her cape, then locked her hooves around his neck and spun in the air, flinging him out the window and flew after him immediately, spinning around him multiple times and causing a small tornado that dazed him for a second, before swooping down with a kick to knock him back through the window and into the office again. The changeling tumbled across the floor, nursing his head. Landing near him, Mare Do Well flew over to Twilight’s side.

“Twi? Twi! Wake up!” She pleaded. The unicorn stirred a little.

“R..Rainbow? What…?” Twilight asked. “Ow, get the name of that carriage, would you?”

“Twi, I’m gonna need your help!” The pegasus put her forelegs around her and, making sure the unicorn’s saddlebag was still safely on, flew her outside and towards the roof, where the weather maker machine was now very much active and releasing a purple mist.

“Max was Big Shot all along, and he was a changeling! He’s gonna release this stuff so he and rest of his kind can feed off a buncha lovesick ponies! We gotta find a way to get this machine off, or something!” Mare Do Well explained. “Can you use any magic?”

“Y-yeah… just hurt a lot,” Twilight said, flinching in pain from where the desk had hit her.

“Well do a heal spell or something, we’re both gonna need it,” she said, setting Twilight down on the roof.

“Right…” Twilight focused as hard as she could and some of the bruises she and Rainbow had suffered faded. “Sorry… that’s the best I can do right now.”

“It’ll have to do. Now let’s—“ Suddenly Zerok burst through the roof, grabbing Mare Do Well and knocking Twilight backwards.

“Forget somepony?” Zerok asked, green magical energy cracking around him. “I can feel it already! Uncontrollable love energy from everypony in this city surging through me!” he declared with a laugh. Mare Do Well swung her hoof at his face but he barely even flinched this time. “Changelings grow stronger the more love energy they feed off of. I’m practically invincible now!” he stated, laughing again as he spun in the air, and with enough momentum, flung Mare Do Well into a building.

Wow… that hurt… Mare Do Well thought to herself as she emerged from the window of the building she’d just crashed through. The best she could do now was try and keep Zerok busy while Twilight figured out a way to get the cure into the machine and undo the True Love’s effects, which in turn would hopefully weaken him as well. Adrenaline pumped in her system as she thought about Luna’s, Twilight’s, Scootaloo’s, and Spitfire’s support.

“Fight hard, and you will win this.”

“Mare Do Well isn’t what makes you a worthwhile hero. It’s you that makes Mare Do Well a worthwhile hero.”

“You’re like, the coolest Mare Do Well ever!”

“You have the makings of a great Wonderbolt, Rainbow Dash, but your heart and spirit are what made Mare Do Well the kind of hero I hope won’t go away any time soon.”

Her friends, all around encouraging her to get back on her hooves and fight again after Razorbeak had overpowered her in Cloudsdale.

Her dad, telling her how proud of her he was, and knowing her mom would have been just as proud.

Celestia’s words of praise and encouragement in the letters she got back that had motivated her to resume the title of Mare Do Well and save Vinyl Scratch from Shockwave back in Van Hoover.

“Zerok… this isn’t over!” Spreading her wings, Mare Do Well shot forward with an incredible burst of speed, flying straight back to InfiniGem tower.

~

Twilight teleported herself away from another chunk of sticky green slime that Zerok spat at her, showing more and more sign of fatigue.

“Not bad, but you don’t look like you’ll last much longer, pony! I meanwhile… can keep this up all night!” the changeling gloated, an aura now surrounding him from the love energy he’d absorbed as he charged up a magic blast to fire upon the tired unicorn.

“Don’t be so sure!” Mare Do Well declared, slamming into Zerok and sending them both flying, striking him multiple times in the face. “Twi, hurry up!” she shouted, dodging a blast of magic from Zerok. The unicorn nodded and looked to her saddlebag, levitating the vial containing the cure out and looked over the machine, trying to find where the input device was. Noticing a pipe that fed into another device attached to the machine on the roof, where the tanks of what she figured were True Love drug sat nearby with tubes attaching into it. This had to be it!

“All my carefully laid-out plans! It took a year to make this all happen!” Zerok said, firing blasts of magic as Mare Do Well nimbly dodged them in the air. “Recruiting all those costumed idiots to keep you distracted, pretending to leave then sticking around at the New Years celebration in another form or two to make sure Black Hex didn’t mess up, even with that lunatic pegasus that showed up!” He swooped in and back-hoofed Mare Do Well, sending her flying, then flew straight at her, catching her. “Just imagine when I’ve enslaved places beyond Manehattan, and turn you over for my queen, how she’ll reward me!” the changeling said with a wide, fanged grin.

“Too bad you’ll just have to keep imagining it!” Mare Do Well said, swinging her hoof up and striking him in the chin, then spinning in the air to kick him. Zerok spun backwards before righting himself, and let out an angry shriek as he absorbed more energy, and flew straight at Mare Do Well, now just as fast as she was. The two traded blows, with hoof strikes and kicks, Mare Do Well’s own attacks were more easily blocked now as the powered-up changeling grinned, morphing into Max Diamonds though still with his insect-like wings present.

“Know what the best part was?” the disguised changeling asked. “Seeing that look on your face when you learned the truth! Does it hurt, Mare Do Well, or do you prefer Rainbow Dash?” Mare Do Well growled furiously and swung her hoof as hard as she could, decking the changeling and sending him flying backward, then flew straight up and dive-bombed him into the side of a building, striking him multiple times as the form shed off and revealed Zerok again. “The mighty Mare Do Well, a victim of her own confused heart!” the changeling gloated, raising his hoof to block the next attack and kicking out his back legs to buck her off of him, knocking Mare Do Well away from him and sending her onto a nearby rooftop, but she recovered far more quickly then he’d expected and was back in the air. Growling, Zerok flew straight at her, only to meet Mare Do Well’s hoof in his face, sending him somersaulting backward in the air. Turning, the changeling fired stronger blasts and spat more globs of slime at her. The pegasus dodged the goo and magical blasts, and headed straight at him.

Almost there… you’re not winning, Big Shot… she thought to herself, about to strike him even if his enhanced state only made it that she’d daze him again.

The hit never connected, she found herself frozen in the air surrounded by a green aura, Zerok grinning at her as his horn glowed, crackling magic connecting between his horn and the aura the pegasus was surrounded in.

“Sorry, hero. But all good things must come to an end,” the changeling said with a laugh as he flew her upward and back towards InfiniGem tower.

~

“Alright, think, Twilight, think!” the anxious unicorn muttered as she floated several pieces of the vaporizer and the True Love tanks away, being careful not to inhale the fumes or be near and keeping a blanket from her saddlebag over herself to protect from the tainted snow. Looking about, she cast aside the empty tanks that once stored True Love and reconnected the hose to a remaining one. Focusing, she made the top unscrew off with a little effort, covering her muzzle to protect from the small puff of purple smoke that emerged from it. Levitating the vial containing the cure, she made the cork pop off and poured it into the mix and watched as it suddenly turned from purple to blue.

“Perfect!” she said with a smile. "Now to get this stuff released!" Looking over, she levitated the hose towards the last tank to connect it and walked over to the lever to reactivate the machine. “And last step…” Before she could switch it on, however, Mare Do Well crashed to the roof alongside her, bound in changeling goo.

“And what do you think you’re doing?!” Zerok asked, descending.

“Helping stop you!” Twilight said, pressing down the lever with her hoof.

“Had to keep you away from her somehow!” Mare Do Well said with a smirk. The machine roared to life and in seconds, a thick blue mist burst from it.

“NO!” Zerok cried out as he watched helplessly while the mist ascended into the tainted clouds, turning their color, and glowing blue rain began to fall all around them. In seconds, he began to feel his power waning.

“Like that was hard,” Twilight said with a chuckle, dissolving the goo with her magic then sharing a hoofbump with Mare Do Well when she stood up. “You alright?”

“I’ll be fine,” the costumed pegasus replied.

“No, you WON’T!" Zerok shouted furiously, charging straight at Mare Do Well and sending them both plummeting off the edge of the roof, striking her rapidly in blind rage as they fell.

“You ruined it all! My big plans! My revenge! EVERYTHING!” the changeling snarled, his blue eyes glowing as he raised his hoof to swing it down at her again, but this time, Mare Do Well parried it, flapping her wings as she turned herself and began to regain altitude.

“Careful, Zerok! You’re wasting a lot of that energy you have left!” Mare Do Well replied, striking him and sending him away from her. The changeling ignored it, gritting his teeth as he spun at tremendous speed in the air firing blasts of magic in random directions, grazing Mare Do Well, then blasting her full-on and sending her toppling onto another rooftop.

“Oh don’t worry, so long as you die I'm confident that it’s a worthwhile sacrifice!” Zerok yelled, flying straight at her and pinning her under his hoof.

“Don’t be so sure, Zerok,” Mare Do Well said, wrapping her forelegs around his and flipping him over her onto the rooftop, then landing back on her hooves, she rushed over and began striking him rapidly. This time, however, with the changeling having lost his stolen power, he was showing more and more signs of injury and fatigue. “This may not be the path I was originally planning in my life, but it's the one I'm sticking to, and that's why punks like you will never beat me! It doesn’t matter how strong you get, or how carefully you think you’ve set this all up. Mare Do Well always beats the bad guys! Always!” the costumed pegasus declared proudly, raising her hoof back once more and slamming it into the changeling’s face as hard as she could, sending him tumbling and sprawled across the roof.

Zerok twitched and coughed, pain wracking his body. Rolling over, he staggered as he stood up, his horn glowing as he attempted to fight again, but he felt the last of his power abandon him. Almost instantly after, he felt a humming go off in his head.

“No… NO! Not now!” he cried out, putting his hoof to his ear as he tried to block it out. “I can’t....” A glazed look came over his eyes as a dazed feeling overcame him. “...Return… to the hive...!” he muttered. His wings, as if acting on their own, began beating and he hovered off the rooftop. “No! No!” He shook his head, with the beating he’d suffered and the loss of the stolen energy he’d acquired, he no longer had the strength to resist his most basic of his species’ instincts.

Mare Do Well galloped towards him, spreading her wings and preparing to pursue, but then paused as she saw the stupefied look on the changeling’s face, he looked as if he were in some kind of trance that he was trying in vain to fight against.

“I… can’t… NO! ….Must… return…!” the changeling mumbled, the glazed look in his blue eyes returning as he fluttered away without another word. Mare Do Well once again considered giving chase, but stayed where she was, smirking to herself as she recalled all Zerok had said earlier and instead flew back to InfiniGem.

~

“Rainbow, you’re alright!” Twilight said with a smile, barely able to stand as the costumed pegasus landed on the rooftop with her rather roughly.

“Yeah,” Mare Do Well said, removing her mask and hat. Rainbow looked like she’d seen better days, but managed a smile. Her dyed mane was a mess and showing a few of its original colors, a black eye was now beginning to show, and she looked plenty roughed up. “Don’t… worry… just need a rest.”

“What about Big Shot? Where is he?” Twilight asked, looking about and seeing no sign of him.

“He got away,” Rainbow answered, though oddly undaunted.

“WHAT?!” Twilight shouted, then groaned in pain from the abuse she’d already endured. “He got AWAY?!”

“Don’t sweat it, Twi. Yeah I’m not exactly in any shape to chase him down, but… well, stuff he said, I kinda have a feeling he’s gonna wish he didn’t,” Rainbow said.

“What do you mean?” Twilight asked.

“Trust me… I'd say he’s got a good reason to be scared of failure,” Rainbow answered with a small smirk.

~

“Insubordination… TWO failures! Being AWOL for an entire year! Explain yourself, lowly infiltrator!” the furious voice of the changeling queen snarled from the shadows of the new hive, her reptilian eyes narrowed down at the lone changeling that stood before her with his head bowed in shame.

“My queen, I had only the best of intentions in mind!” Zerok pleaded, fear very evident in his eyes.

“Best intentions for whom, yourself?” Chrysalis asked with a mocking laugh as she paced about and glared back down at him. The chattering of countless changelings was heard, their eyes all gleaming in the shadows at Zerok from all around the cavern, sending a shudder down the infiltrator’s back.

“N-no! Of course not just for myself! I intended to create a new weaponized love poison, one which I intended to disperse across Manehattan as a test to improve our feeding methods, a tribute for you to earn back my place!” Zerok insisted.

“A cunning scheme, yes,” the queen said with a smirk, approaching him. “A cunning scheme that ended in complete failure, which from what your tiny mind has shown me… was not devoid of a means to counter it!” she hissed, causing Zerok to flinch. “In the end, infiltrator, you sought only to earn my forgiveness, but succeeded in only giving me less reason to bestow it to you!” she stated, striking him with her hoof and sending him tumbling across the blackened floor. “Your arrogance cost you in the end, and by the wider scope, cost all of us!”

“No! My queen! I can still be of use! Am I not clever, am I not competent? Even with this setback? Am I not capable of still providing you with something as consolation, your highness?” Zerok pleaded. The changeling Queen cocked her head, and looked at the two helmeted changelings that stood at either side of her, smirking, and let out a small chuckle.

“I suppose, my little infiltrator. Perhaps I can still make use of you,” her eyes narrowed as her smile grew far more sinister to the changeling before her. “I am still quite upset at how things turned out, and could use some… entertainment to ease that for me,” she explained and her horn began to glow. “Take twenty paces to your left, and do not stop for any reason!” she said in a low, dangerous tone.

Zerok froze, knowing what this meant. He had to flee… had to escape… get far away from here where the queen could not find him! He had to... he….

Must obey… His eyes briefly turned green, his own horn glowing in response to his queen’s. Without a word, he got up and began to approach the pool of boiling green ooze that lay only fifteen paces from where he’d started. He struggled, trying to fight off the queen’s control but his body wouldn’t listen… wouldn’t stop, he couldn’t even speak other then helpless whimpers as he tried in vain to plead for mercy again.

“N-no!” he stammered, but it was all he could manage as the glassy look came over him again. “I…”

Must... obey…

Must... obey...

His loyalty to his queen controlled his actions in ways he could not fight...

Must... obey...

His final thoughts as he felt the boiling, sludgy substance burn into his body and dissolve him away. He screamed in agony in the dark corners of his locked mind, but the queen didn’t afford him the chance to do so out loud...

~

Two days later, Twilight Sparkle and Rainbow Dash emerged from the Ponyville hospital together, pleased to see the new day rise up. The others were waiting outside.

“Well, good ta see y’all better again!” Applejack said.

“We brought ya a care package! Lots of tasty treats from Sweet Apple Acres AND Sugarcube corner!” Pinkie Pie said, pulling a box out from behind, though none of them recalled it having been there before.

“I got the costume repaired for you, Rainbow Dash. I dropped it off at the library whenever you wish to pick it up,” Rarity said. “I’m… sorry things went as they did…”

“It’s no sweat, Rarity. I’m over it now,” Rainbow said with a smile. “…Mostly, anyway.” It still hurt a little, but feeling back in good health and in top shape again, as well as having managed to save everypony had been more then a good help in getting over… certain things.

“Well… I know who’s happy to know you’re safe,” Fluttershy said quietly with a smile, and Tank promptly flew over and into Rainbow Dash’s waiting hooves.

“Tank! I missed ya, buddy!” Rainbow said with a grin, hugging her tortoise.

“Big Shot’s beaten, things can get back to normal. Any stragglers in his crime ring will disband now that their leader’s gone, I sent a letter to Celestia while I was in the hospital to get some guards down to try and round them up,” Twilight said, letting out a sigh of relief. “In the meantime, it’ll be nice to get back to regular life again.”

“Yeah, a break wouldn’t hurt, really,” Rainbow said, taking to the sky and flying in a loop, Tank wrapped securely in her forelegs.

“A break? What do ya mean by that, sugarcube?” Applejack asked.

“I’m not quitting as Mare Do Well, girls. Not now, not ever. I know who I am, and I’m gonna stick with it as long as I can,” Rainbow responded, landing softly on the ground. “Ponies need Mare Do Well to protect them, and fillies and colts need Mare Do Well to look up and all!” she said with a laugh, rubbing the back of her head with her hoof.

“Speaking of fillies, ah think Scootaloo was wantin’ to see ya once ya got outta the hospital, Dash,” Applejack said.

“Well, I better not keep her waiting then!” the pegasus said, looking over at Tank. “Be back soon, buddy. I’ll seeya when I get home!” With that, she flew off to go find her admirer and surrogate sister.

~

“Sup, squirt?” Scootaloo turned her head and saw her favorite blue pegasus hovering above her.

“Rainbow Dash! You’re finally back!” the orange filly shouted gleefully, her wings beating as hard as she could and she managed to fly into the mare’s waiting hooves. “You gotta tell me everything that happened! I bet it was so cool!” she said.

“Eh, kinda sorta yeah,” Rainbow said with a laugh. “Partially because I was there, of course!”

“So what’re you gonna do now, Rainbow?” the filly asked, cocking her head.

“A little break for now, but I think there’s a good chance we’ll be seeing Mare Do Well again soon enough,” the pegasus replied. “I see your flying’s improved too.”

“Yeah, it has! I got a new goal, now! Whenever you wanna… you know, retire from being Mare Do Well I wanna be the next one to be her!” Scootaloo said with a grin.

Rainbow sighed a little but managed a smile. “It’s a lotta work, kiddo. A lot of danger, way more responsibility then a pony like me ever expected, but once I started I guess I just couldn’t stop. Plus, you gotta be real cool and stuff to pull it off with the style I got.” She said, giving the filly a playful nudge. “But hey, who knows, right?”

“You’re my hero, Rainbow Dash. Whether you’re you or Mare Do Well, you’re the coolest, best big sister I could ask for!” the filly said, putting her forelegs around Rainbow’s neck and hugging her. Blushing sheepishly, Rainbow returned the hug and turned about in the air.

“Thanks, squirt. Now how about a fly-around?” she asked, Scootaloo replying with an excited nod. Rainbow smiling as she held the filly up in the air with her and they spent the rest of the day together.

~

Hours later, night had fallen, and the Solar Guard switched out with the Lunar Guard, who had taken to seeking out remnants of Big Shot's crime ring. Some had been apprehended, and questioned about how far in they were, others still remained unaccounted for.

Moving through the alleys, eluding the patrolling guards as best he could, a unicorn thug managed to slip into the back door of an underground bar he’d been ordered to go to. Entering, he found the place to be a mini-warzone.

“Well, with Big Shot gone, it’s only a matter of time before the Princess’s guards find us!” a large earth pony said.

“Solar guard, lunar guard! We can barely move about topside!” another unicorn grumbled, levitating his drink and gulping it down.

A pegasus thug flew in seconds later, and seemed just as put off as the unicorn who’d entered before him did by the arguments that arose.

“Would you all pipe down! I’m tryin’ to concentrate here!” another unicorn said, aiming his billiard cue and managing to knock away three balls on the table.

“You’re playin’ games at a time like this! It won’t be long at all till we’re all in Canterlot’s dungeon!” the pegasus thug said, more then a little irritated.

“Well, I don’t see you coming up with any bright ideas,” the unicorn at the billiard table said. “What do you propose we do?”

“I say you jump up, make a sound, stomp your hooves, turn around,” a female voice announced in a sing-song manner as her presence alerted the ponies present, causing them to turn all at once to the newcomer, and there stood Shadowbolt, a fanged grin present on her face as purple lightning crackled around her. “…And say hello to your NEW MANAGEMENT!” she declared as she raised her hoof, purple lightning crackling around it as a shadowbomb formed over it and flung it at the billiard table, destroying it in a fiery explosion and causing everypony there to cower immediately as the costumed pegasus villain let out a long, terrifying laugh. “Questions? Comments? Concerns? Speak now and forever be in pieces because we got work to do!”

Author's Note

Short chapter, I know. Thought it was the end, didn't you? It will be soon though... I'll have it up and written when I can!

Zerok

Unto Shadow

It had been two weeks since Big Shot’s plans had been thwarted, and a lot had happened in that time. Zecora had returned from her trip back to Zebrafrica to give Black Hex… or Usiku as she called her… a proper burial, Grand Cargo had been acquitted of all charges after the trials had confirmed through truth spells and the like that he had in fact been entirely under changeling control during his time posing as Big Shot’s public face. The experience, however, had left him drained and ultimately led him into retiring from his business after issuing apologies and using his funds to help repair the damages, leaving it in the capable hooves of his assistant. InfiniGem went under almost instantly after Zerok’s disappearance and Max Diamonds’ death confirmed, but had been bought out by Cargo’s company to preserve its employees. The trust funds of Diamonds’ company, however, had since vanished.

The biggest change, Rainbow had noticed during her patrols as Mare Do Well that she’d recently resumed, was that crime had taken a significant dive when Big Shot was no longer present to lead the remains of his cartel. Still, she remained vigilant; unable to accept the idea that someday, somepony could take his place. Her other adversaries had remained locked away in Alkatrot, their chances of escape now were highly unlikely with its improved security, including new procedures to detect changelings after Mare Do Well had paid a visit explaining how Big Shot had arranged some of the breakouts.

Her fears were confirmed, when she’d stopped a shipyard raid, and had subdued several thugs who admitted to having been paid off, that a new enemy had risen to take Big Shot’s place, a pegasus in a strange costume that resembled a Wonderbolt uniform.

~

“Something troubles you, Rainbow Dash?” Luna’s voice inquired as the unmasked Mare Do Well lay on the clouds of the night sky. Shooting stars flew by, the scape of the dream was a beautiful vision to the cyan pegasus that had the Princess of the Night not been here to speak with her she wouldn’t have minded flying to see it all right now.

“It’s Shadowbolt. She’s behind this but I can’t find her. Everypony I’ve beaten for information knows nothing, they say she comes to them, they don’t go to her. She finds them and they can never find her when she doesn’t want to be found!” Rainbow explained, brushing back her cape as it billowed in the wind.

“Yes, I have sensed a dark presence. One I’m… familiar with, Rainbow Dash,” the princess responded with some hesitation and even a hint of discomfort in her voice, causing the costumed pegasus to look at her in confusion.

“You remember Nightmare Moon, I trust?” Luna asked.

“Of course I do,” Rainbow answered. “She—“ the pegasus paused, realizing the sensitive subject from Luna’s pained expression. “…Was really bad. I’m glad we stopped her. I came close to falling for that trick pulled on me,” she explained.

“Nightmare Moon’s origins trace back to something more then jealousy and resentment. As Princess of the Night, my purpose goes beyond simply bringing forth the night, but also protecting ponies’ hearts from dark things that prey on them in their dreams. When I grew envious of the attention my sister received, I became vulnerable to them as well. When I slept, they tormented me in my dreams, until I could no longer stand being in Celestia’s shadow. Then, at my weakest, they offered me revenge and blindly I accepted. At that moment, my heart and soul were overtaken by the Nightmares, and the being known as Nightmare Moon was born,” Luna explained, watching the moon intently.

“You’re saying Shadowbolt is another victim of this?” Rainbow asked.

“Yes. Though I do not know the identity of this pegasus… it would seem she must have embraced their power willingly the moment they made contact,” Luna replied.

The pegasus sighed. “I’m no closer to finding out who she is, or even what she’s up to, or when she’s gonna strike.”

“Then that is what you must remain vigilant of,” Luna answered, spreading her wings. “A vision of your fortune has appeared before me, which is why I have come to visit you. The shadow of evil will strike through one close to you to bring you to her. Just remember; revenge and justice are the thin line that we may not always see, but should always be mindful of,” she said.

“Always gotta be all cryptic with the visions,” Rainbow said with an eyeroll.

“Beware, Mare Do Well, I know what grief and a desire for vengeance can do to a pony's soul!” Luna warned as she spread her wings and flew away.

At that moment, darkness overtook the pegasus and the dreams ended.

~

“Good to see everypony here is stoked for the latest update!” Shadowbolt announced from the stage of the old theater she’d contacted her new followers to meet her at. She’d waited till after Mare Do Well’s patrol routes had ended before instructing them on the where and when, no need to spoil any surprises after all. Landing on the floor, the pegasus paced back and forth, watching her audience intently. “So, a funny thing happened to me on the way back from the New Years Festival, I had acquired this nifty little gadget that allows energy transference; namely for the use of infusing some of my energy into special gems to power some new weapons a few helpful gizmonks have been working on for me!” she explained. “That’s right, fillies and gentlecolts, your very own nightmare energy artillery! Magic in weapon form!” She gestured to the side as several gizmonks scurried in wheeling a large table, and removed it, revealing several gem-powered cannons and flying machines with said cannons also equipped to them.

“Now, since a freak like me needs company, everypony gets to take to the skies!” she declared with a grin. “In a matter of moments, Manehattan will be ready for the biggest event of the new year… the utter annihilation of its mysterious Mare Do Well!” she said with a laugh.

One unicorn thug raised his hoof.

“Yes, minion-whose-name-I-can’t-remember?” the pegasus asked.

“How’re you planning to bring her here?” he asked. The pegasus just laughed.

“Oh trust me, Mare Do Well and any other fans we have are going to be in for quite a treat,” she said, randomly looking back with a grin before out a cruel laugh.

~

“Look at it like this, Dash! It’s nice to have a little peace for a change. No crazy schemes, no old rivals in freaky armor trying to foalnap me!” Vinyl Scratch said with a grin as she drank down her glass of cider.

“Tell me about it!” Rainbow said, going through her own glass as she looked around the pub. She’d gone to so many dead ends with trying to figure out Shadowbolt’s next move, and Twilight had been ridiculously and annoyingly insistent she take the time away before she has a nervous breakdown, and put up a barrier around the library to ease the pegasus’ anxiety, though Rainbow swore she’d come by later. Seconds after she’d arrived, the eccentric deejay had spotted her and called her over, and congratulated her on foiling Big Shot. Rainbow had been surprised but Vinyl insisted she’d suspected her since Nightmare Night.

“Ready for another round?” the unicorn asked, her grin became more mischievous.

“Bring it,” Rainbow said, raising her hoof and two more ciders were brought over.

“Hey, Dash, what brings you here?” Rainbow heard a familiar voice and turned, there stood Lightning Dust, head cocked in curiosity.

“I’d ask you the same thing,” Rainbow said a little more harshly then she meant but it was a bit odd to see Lightning Dust in Ponyville.

“Hey, didn’t we put hard feelings away on New Years?” the other pegasus asked, looking a little hurt. “But if you must know, they sent me over here to help with weather duty.”

“Out here?” Rainbow asked after chugging down her next glass and ignoring the stomachache she was beginning to get.

“I go where they put me, alright? It’s just for a day or so due to storms being needed and I’ll be out of your mane then!” Lightning answered, rolling her eyes and turning to leave.

“Hey, Lightning? Wait. I’m sorry, alright? It’s just… been rough on me,” Rainbow said, feeling guilty over her attitude towards the other pegasus.

“And the truth comes out,” Vinyl said, taking another gulp of cider, but Rainbow ignored her.

“Rough, how?” Lightning asked, confused. “Crime’s gone down, costumed weirdos haven’t really been popping up anymore. What’s been so rough?”

Rainbow sighed. “Look, you probably figured this out by now…” she began.

“Heh, thought so!” Lightning said with a smirk and trotted over so she could speak more quietly. “Mare Do Well, huh? I kinda suspected it was you when I saw the sonic rainboom over Manehattan, plus all the boasts you’re the only pegasus who can pull one on command, it all sorta fell into place but… you know, still. Lotta ponies..,” she mused.

Rainbow blushed a little. “Well, like anypony has that kinda talent or even a third of the awesomeness I have to be a real live superhero?” the pegasus asked with a laugh.

“So, what’s the big deal, then?” Lightning asked while Vinyl leaned over as well, somewhat curious to hear.

“Alright, look, remember New Years, that supervillain Shadowbolt who showed up? She’s still at large,” Rainbow asked.

“That crazy pony who nearly blew me up?!” Lightning asked, shocked.

“Yeah, the one and only,” Rainbow answered, looking downcast for a moment. “Look, Lightning, I owe you an apology too. For awhile, I… kinda thought Shadowbolt was you.”

The other pegasus frowned and took a step back. “Seriously, Dash? You go and assume the stuff at the academy means I’m some kind of psycho?” she protested. “I thought we were putting this stuff behind us already!”

“I know, Lightning. Look I’m lousy with apologies so just know I’m sorry for that,” Rainbow said. “When you told me what happened to you after you were kicked out, it seemed like you had the motive and all—“

“Well, Dash, I’m sure your unicorn friend told you about this, but she saw us together! Shadowbolt on the stage, me next to your friend! Both of us, and she tried to kill me, too!” Lightning explained. “So how does that make any sense?”

“Once I heard about that, yeah, I was sure it wasn’t you! But look, she’s still out there, and I’m gonna deal with her once and for all. Once that’s over maybe we can sort things out, alright?” Rainbow asked. “I bet it’d be cool to be a team again if you’ve learned anything while you’re here on weather duty.”

Lightning Dust seemed to cool down and even smile from that. “I guess I can go with that, and yeah… believe me, I’ve changed a lot since the academy and you’re the only pony fast as me, so I’m sure next time we hang's gonna be a real blast!” She raised her hoof and held it out to Rainbow Dash. “For old times?” she asked with a smirk.

“Ahhh, sure, why not!” Rainbow said with a grin, giving her a hoofbump. Immediately after they connected a white hoof joined in. Both pegasi looked over at its owner.

“Hey, I let you girls talk, but don’t leave me out of all the fun!” Vinyl said with a laugh, floating some bits for her bill on the bartable and trotting out of the pub nodding her head to the music.

~

“ARGH! Who could this pony be?!” Rainbow growled, rolling on her back as she lay on the floor of the library. It was already late in the afternoon and she had exhausted every way she could to remain in Twilight’s company, especially after the warnings Luna had given her. Shadowbolt could make her move at any time, anywhere, she had to be ready for any unexpected arrivals.

“Rainbow, I’m frustrated too, but we can’t get anywhere if we don’t keep calm,” Twilight said. The unicorn was admittedly worried as well. Hearing Rainbow’s story that Shadowbolt was a pony endowed with nightmare magic was a scary thing, and her first instinct was to contact Celestia for the Elements, but without a lead on Shadowbolt, it wasn’t going to do them much good, and she could just as easily make a move before they could even get here. “We just… have to keep our eyes open for any surprises, I guess, I’ll keep looking for a spell so maybe we can try and track her somehow,” Twilight said, looking through her books hoping for more solutions.

At that moment, the bell on the door rang, causing both ponies to jump from their spots.

“Sheesh, ya’all look like ya seen a ghost or somethin’!” Applejack said, confused by their reactions.

“Hey, what brings you by?” Twilight asked, calming down.

“Ah was deliverin’ some pies an’ thought ah’d come by an’ see how the whole investigation was goin’,” the farmpony said.

“Nowhere!” Rainbow said with a groan. “Shadowbolt’s got Big Shot’s leftovers working for her, and she’s up to something with a lot of shipyard raids but she’s been covering her tracks the whole time. I’ve tried to get any lead I could on my patrols but still… nothing! Luna visited me in a dream last night, too…”

“Well that was nice’a her. What’d she say?” Applejack asked.

“Somepony close to me… Shadowbolt’s gonna go after,” Rainbow said.

“Then that… that’d have to mean she knows who ya are!” Applejack said, realization hitting her.

“You’re right,” Rainbow answered, turning to look over at her unicorn friend. "Twi, I know you think I'm being all over-protective but you can’t leave my side, got it?” Rainbow asked, approaching and putting her hoof on Twilight’s shoulder. “If Shadowbolt hurt you, or anypony else,” she began.

“You’ll keep ‘er safe, Rainbow. Ya’ve done a lot as Mare Do Well, don’t begin doubtin’ yerself now,” Applejack said, as she began to turn to leave. “By the way, thanks for gettin’ that Wonderbolt plush for Scootaloo! That was mighty sweet’a ya. She’s got it with the others at the clubhouse right now!” Applejack said with a smile as she prepared to leave.

“Wait… what?” Rainbow asked. “I never…” Her eyes widened in horror. “Oh no… Twi, teleport us to Sweet Apple Acres NOW!”

“What’s wrong?” Twilight asked.

“Twi! The warning! Scootaloo! We have to hurry!” Rainbow pleaded urgently. Twilight immediately stood next to the two other worried ponies and the three of them vanished from the library, and reappeared on the outskirts of Sweet Apple Acres, the clubhouse just nearby.

Before Rainbow could even move towards it, the clubhouse blew apart in a massive, fiery explosion.

“SCOOTALOO!” Rainbow cried out, flying at the burning ruin at full speed and tossing aside any rubble in hopes of finding her surrogate little sister.

“What’s goin’ on?!” Apple Bloom shouted, galloping over.

“Apple Bloom! You’re alright!” Applejack immediately threw her hooves around her sister.

“Ah was just gettin’ us some drinks an’ ah heard an explosion!” the filly said, then she noticed the burnt remains of their clubhouse. “Oh no! Sweetie Belle! Scootaloo!” she cried out, leaving her older sister’s hold and galloping over, hearing a soft moan. Turning, she saw Sweetie Belle barely conscious near a tree the explosion had thrown her into. “Sweetie Belle, ya alright? Talk ta me!” the filly pleaded, nudging her friend while Rainbow Dash searched frantically in the rubble. “Where’s Scootaloo?” she asked.

“Oh no… nononononono!” Rainbow cried out suddenly, causing Applejack and Twilight who had been trying to put out the fires to run over. The pegasus cradled the young filly, who was badly injured and barely breathing. “Please, I took you as my sister, you’re better then this! You can’t… I was supposed to protect you! I’m not supposed to lose you! I don’t lose!” she pleaded, tears flowing down her cheeks.

“Rainbow, we have to get them out of here. Now!" Twilight urged, but the pegasus seemed to not hear her.

“Please… you can’t die, kiddo, you can’t!” Rainbow cried, hugging the unconscious filly.

“RAINBOW! Listen to me!” Twilight shouted. “We need to get them to the hospital! I’ll teleport us there right now!”

“You take ‘em, Twi. I’ll go get Rarity an’ let’er know ta meet us there,” Applejack said, and without another word, took off towards town.

“Come on, Rainbow, let’s go,” Twilight said softly as Rainbow Dash turned, a blank expression now on her face as she placed Scootaloo on Twilight’s back while Apple Bloom helped Sweetie Belle over to Twilight’s side.

“Take her,” Rainbow said with an oddly calm tone.

“What do you mean, aren’t you coming?!” Twilight asked, shocked Rainbow Dash didn’t want to go where Scootaloo would be.

“I know why she did this, and I know she’s going to die for it!” Rainbow hissed, her expression now one of pure hatred and rage as she immediately spread her wings and flew off before Twilight could answer or stop her.

~

Tank hovered in the air, a worried look on his face as he watched his owner look far angrier then he’d ever seen her before in his life while she flung things aside, muttering to herself as she put on the costume he’d grown so familiar with seeing her come and go in.

“I’ll be back later,” the pegasus said in a cold tone without even looking at the tortoise as she walked past him and pushed open her door, pausing only because something now lay before it.

A scroll, rolled up and wrapped. Rainbow slid the wrap off and pushed it open with her hoof.

Hi, Mare Do Well! Or should I say Rainbow Dash? You never call, you never write, but trust me, it wasn’t hard to figure out who's under the mask! Did your little fanfilly like my present? I’m guessing it was more then she could handle, am I right?

Rainbow growled angrily under her mask, but read on.

With any luck, she’ll die in the hospital like the weak excuse of a pegasus she was! And trust me, she’s just the beginning! I’ll see to it everypony you care about experiences a similar end if you don’t come and meet me at One Equine Plaza in Manehattan. Starting with that unicorn Twilight Sparkle that you’ve been so chummy with! If I haven’t piqued your interest enough, then know you’d better hurry or I may get bored and add her to my count a little sooner!

Letting out a scream of fury, Mare Do Well shot off towards Manehattan as fast as she could, leaving a sonic rainboom in her wake from the sheer speed she used. She’d failed Scootaloo, now Twilight had somehow been captured as well… Shadowbolt had been in town at some point! But who was she? Was she right under her muzzle the whole time?! It didn’t matter. She wouldn’t live to see another day if Mare Do Well had anything to say about it.

…Revenge and justice are the thin line that we may not always see, but should always be mindful of…

Luna’s words seemed so distant in Rainbow’s mind, they didn’t matter… she didn’t understand… Shadowbolt needed to pay, and she’d pay with her life! That, as far as Rainbow was concerned, was as definable an example of justice anypony could ask for.

~

Mare Do Well had flown straight to Manehattan without stopping; the sun had set and the night sky surrounded her. She recalled Shadowbolt’s letter that Twilight was being held at the One Equine Plaza, the same building the New Years Festival had been, and where she’d last fought the psychotic pegasus. Examining the buildings, the costumed pony finally found her way to Manehattan Square, where the plaza building stood. Flying straight up above the unsuspecting crowds, Rainbow saw a lavender figure on the rooftop. Was that…?

“Twilight!” Mare Do Well flew down and landed on the roof next to the unconscious, tied-up unicorn and slid her mask up to bite the ropes off. “Come on, Twi. Wake up!” she said, nudging her friend with her hoof and turning her over. Twilight grunted a little and stirred, her eyes slowly opening.

“R-Rainbow?” she asked, then her eyes snapped all the way open as she took in her surroundings and began to panic. “Whoa! Where am I?!”

“Manehattan, One Equine Plaza rooftop, Twi,” Mare Do Well said coldly. “What do you remember?”

“I just got Scootaloo and Sweetie Belle to the hospital, and as I was leaving somepony attacked me! Everything went black and next thing I know you’re here with me on a rooftop!” Twilight answered. She noticed the tone in Rainbow’s voice, though, and it worried her.

“Shadowbolt. She must have been in town to admire her handiwork and figured where you’d go!” Mare Do Well said, gritting her teeth. “It doesn’t matter, even if Shadowbolt knows who I am she won’t live long enough to do anything else about it!” she said, turning towards the corner of the roof for any sign of her prey.

“Rainbow, murdering Shadowbolt won’t make anything better!” Twilight pleaded. “If you kill her, you let her destroy everything you stand for as Mare Do Well!” Rainbow gave her no acknowledgement, causing Twilight to shake off the torn ropes and get up, approaching her. “Please, Rainbow. You have to trust me on this!”

Mare Do Well turned, and suddenly lunged at Twilight, knocking her over as a glowing purple fireball whizzed past them, exploding where the two ponies had been less then a second ago. As the smoke from the explosion cleared, the two heard a familiar, sinister laugh above them.

“Not bad! Now think faster!” Shadowbolt declared, aiming her hooves forward and firing twin blasts of purple lightning at Mare Do Well and Twilight, who jumped out of the way. “Say, Mare Do Well, want me to give your fanfilly your regards when I finish with you? I’m sure she won’t mind another gift!” she said, circling around them. Gritting her teeth, Mare Do Well immediately took to the sky and flew straight at her, avoiding several shadowbombs that were flung her way and slamming her hooves into Shadowbolt’s chest, sending her spinning backwards. Immediately after, the pegasus rebounded off the costumed villainess and did a loop in the air, dive-bombing her as she fell, growling with pure rage.

“I’m going to kill you!” Mare Do Well shouted, attempting several hoof-strikes as the two pegasi fell towards the ground. “How about we see what breaks every bone in your body first; me, or the sidewalk?”

“Ooh, that’s getting a little dark, there!” Shadowbolt taunted with a grin. “I like it!” she said, laughing. Shadowbolt immediately thrust her hooves forward around Mare Do Well’s neck and did a backflip in the air to fling her off, summoning two more shadowbombs immediately after and flinging them at the other pegasus.

Both hit their mark, the explosions sent Mare Do Well crashing through a building window behind her and tumbling across the floor inside. Rolling back onto her hooves, Mare Do Well saw Shadowbolt give her a mock salute before flying back up. Galloping after her, Mare Do Well jumped out the window and flew in pursuit, stopping and hovering in place from what she saw next.

Shadowbolt now had Twilight in her hooves. The pegasus looked down at her captive and grinned as purple lightning crackled around her body and surged into Twilight, causing the unicorn to cry out in pain.

“Twilight!” Rainbow cried out. “Leave her out of this, Shadowbolt!”

“Why? No fair if not everypony gets to play!” Shadowbolt said with a laugh. “Come and get me if you want her!” she said, flying off at high speed, pursued by the furious Mare Do Well. Passing many buildings and crossing the sea, Mare Do Well wanted to catch up but kept enough distance to be prepared in case Shadowbolt chose to drop Twilight and to avoid the blasts of purple lightning that came her way. The other pegasus eventually settled at the top of the Grand Manehattan Bridge, grinning down at her as she kicked Twilight, who was now tangled up in a cable over the edge, but stomped her hoof down to prevent her from falling, leaving the unicorn dangling.

“Easy there, sweetie! Don’t want me to accidentally drop you! And I wouldn’t suggest teleporting or any other of your tricks either. I even sense it and, well you’ll be dead before you hit the water,” the villainess warned with a sneer, then looked at Mare Do Well. “You attack, she falls! I know you’re fast but are you really gonna gamble being fast enough to save her when I’m here?” she asked. “I’m sure this is the part where you ask what I want in order to save your friend’s life!”

“Actually I was gonna ask if you prefer quick or slow death.” Mare Do Well said, hovering in the air, but keeping a few cautious glances on Twilight. Shadowbolt had played this well, having managed to remain prepared and with leverage to counter every clear shot she ever got at finishing her in the past and all it did was frustrate Rainbow all the more.

“Strike one, Mare Do Well…” Shadowbolt warned, lightning crackling through her body and into the cable that held Twilight, causing the poor unicorn to scream out again.

“STOP IT!” Mare Do Well shouted, furious now.

“Nice anger there, but still missing the question…” Shadowbolt sneered. “That’s strike two.” Another surge of purple lightning and another cry of pain from her captive. Mare Do Well lowered her head, her fury now tranquil as she tried to muster all the willpower not to attack then and there and doom Twilight.

“…What’ll save her?” Mare Do Well finally asked.

“That’s more like it.” Shadowbolt said with a grin. “The whole reason I brought you out here, the whole reason I went through so much work to rile you up, is because I want to recruit you… my sources want to recruit you! All that anger and hate inside you now makes you the perfect candidate to herald chaos and mayhem in Equestria like me!”

“You’re insane!” Mare Do Well said in disgust.

“Tell me something everypony doesn’t already know,” Shadowbolt said with a laugh. “You accept, I let your unicorn friend go. You refuse, she dies and so does your precious fanfilly along with everypony else that matters to you!”

Rainbow’s anger slowly faded to despair, her breathing grew heavy as she felt the weight of the world crash down on her. She saw Scootaloo nearly… or quite possibly still… face death. Twilight would die as well, and Shadowbolt was sure to never stop there.

“I’ll take that as a yes!” Shadowbolt said, raising out one of her hooves and black smoke began to form from it, and it flew straight at Mare Do Well.

~

Within her mind, Rainbow found herself swimming in darkness, and she was not alone. Whispy forms swirled around her, their blood-red eyes glaring as they galloped and glided about, hissing and snarling at her.

All heroes fall from grace eventually… One chilling whisper echoed. Rainbow cringed as she saw one of the things in the dark sneer at her with a grin that had far more teeth then she’d ever seen on any creature.

So much to lose as you are… Another said, its tendrils slowly wrapping around her. Rainbow could feel the dark, horrible things getting closer and deeper into her very being. She’d wanted revenge, right? She could destroy Shadowbolt completely with such power and anypony who dared oppose her! Terror began to overwhelm her but if this could save Twilight and everypony she cared for… then so be it. Maybe they’d be able to save her one day.

NO! A voice shouted, and Rainbow’s eyes widened. The eldritch creatures froze in place, seeking out the source of that voice that had echoed around them.

“If you accept, you have betrayed those you love, and especially yourself…” Luna’s voice said.

“I can’t lose anypony else!” Rainbow protested. Suddenly reality changed and she was a filly again at her mother’s funeral. It was different now, though; she could not see any of the others’ faces, they were all shadowed and featureless and it scared her.

“Revenge solves nothing, Rainbow Dash. It is justice you must live by, or you will be doomed to fall into the same darkness I once did…” The Princess’s voice said softly. The menacing whispers built up again.

Don’t listen to her! She knows nothing of loss!

“Do not fall for their lies, Rainbow Dash! They will offer nothing but more grief and pain! If you are truly a hero, you can stop Shadowbolt, you can save your friends. I believe in you, Rainbow Dash, bearer of loyalty!” Luna’s voice shouted, and the illusion surrounding Rainbow began to fade, the small filly looked around in the darkness, frightened.

“I’m… scared.” She said softly.

“Don’t be.” Luna said, appearing before her, and images of Twilight, Applejack, Rarity, Fluttershy, Pinkie Pie, Scootaloo, Spitfire, her mother and father, the cadets, Tank, and Celestia all appeared as well, standing around her protectively as the horrific beings thrashed about outside the circle they’d formed, retreating from the light they brought. “You believe in your friends and family, and your loyalty is your greatest asset; both are qualities Shadowbolt does not have and can not ever take away from you so long as you hold onto them.”

Rainbow, now herself again, glared with fierce determination once more, and the Mare Do Well costume reappeared on her. The hideous beings shrieked and vanished from her mind.

~

Once more opening her eyes and returning to reality, Mare Do Well saw that Shadowbolt was reacting as well, tumbling backward and screaming in some kind of pain.

However, as she did, Twilight began to fall and immediately taking action, Mare Do Well flew straight down as fast as she could, passing Twilight and extending her hooves out, catching her.

“Rainbow?” Twilight asked, barely conscious.

“I’m here, Twi!” Mare Do Well said, smiling under the mask and giving her friend a slight hug.

“Not for long!” Shadowbolt’s voice declared as they were suddenly rained upon by shadowbombs. “Sorry, Mare Do Well, but unlike too many others it’ll take more then cheesy friendship speeches to take me down!” she stated, randomly glancing sideways and sneering.

Twilight closed her eyes and her horn glowed, a protective barrier formed around them just before the shadowbombs hit, causing them to explode harmlessly around them.

“We gotta get away from here!” Mare Do Well said, and they immediately flew from the bridge, but Shadowbolt did not pursue right away and instead took something from where she was standing on the bridge post and spoke into it.

As Mare Do Well and Twilight flew away from their adversary, they heard a whirring of machinery, and several earth ponies and unicorns strapped to gliderlike wings equipped with some kind of cannon weapons arrived, followed by several pegasi who were also armed with similar weaponry. Twilight hurriedly brought up another barrier as their adversaries fired blasts of purple energy similar to Shadowbolt’s attacks, but the impact caused Mare Do Well’s flight pattern to falter.

“I can’t keep this up, Rainbow. We need to get away or stop these guys!” Twilight said.

“I’m gonna fly up, when that happens, open my belt, and send some flash bombs their way! Then try to shoot them down with your magic and I’ll keep us moving, okay?” Rainbow asked.

“That’s your plan? It’s kinda dangerous,” Twilight said flatly.

“Hey, this is me we’re talking about. We’ll manage!” the costumed pegasus said. “Now ready, let’s go!”

With those words, Rainbow flew straight up, away from the dark magic blasts and Twilight turned her attention to Mare Do Well’s utility belt, focusing as the pouches all opened and several flash bomb capsules spilled out, glowing with the unicorn’s magic aura. Facing the approaching armed thugs, Twilight sent the flash bombs flying at them, causing them to explode on impact and disorient them long enough for Twilight to shoot one of them down with her magic. The flying machine’s pilot, panicking, immediately freed himself and parachuted down somewhere into the city.

Mare Do Well flew straight at the airborne thugs and whizzed right past them, Twilight firing a magic blast at the one on the right and sending him plummeting to the ground a s well. Five more along with pegasi thugs chased them. Twilight turned herself so she could see them, firing shots at them and shouting warnings for Rainbow to turn and dodge when she had to.

“Left!” Twilight yelled as Rainbow weaved towards the left and narrowly avoided another blast of dark magic. Twilight took several shots with her own magic, shooting down another. Two suddenly came up on either side of them, charging their weapons and Rainbow immediately dropped, causing the two airborne thugs to blast eachother out of the sky. Flying towards a water tower, the costumed pegasus looked down at Twilight. “Alright, I’m gonna drop ya off and take these guys on, alri—“

Before they got any closer, the water tower burst in a massive, fiery explosion, sending both ponies flying backwards, chunks of debris managing to knock out two more thugs in the process. Up above Shadowbolt cackled maniacally.

“Sorry, should have mentioned I took every step in being ready in case you turned me down! If anything I'm just missing lyrics and an inspirational melody so I can be singing about this!” the evil pegasus taunted, charging up a pair of shadowbombs and flinging them at Mare Do Well and Twilight. Rainbow barely weaved out of the way, her cape getting grazed and the explosive purple fireballs ended up blasting a pegasus thug instead. Shadowbolt made a ‘tsking’ motion and gestured for the remaining others to pursue.

Dodging another exploding water tower, Mare Do Well looked for a safe place to land, avoiding the pursuing thugs as she flew about the city. Most of the pegasus thugs were down now, and all that remained were two more flying machines. They were fast, but their size didn’t give them the privilege of the agility she possessed. Weaving between two brick buildings, one of her pursuers flew straight up, the other didn’t stop in time and crashed into the alleyway, tumbling out of the machine and into a dumpster. Satisfied, Rainbow flew herself and Twilight up and turned her attention back to the remaining earth pony thug who had both cannons trained on them.

“Barrier in three! Ready, Twi?” she asked.

“Ready,” the unicorn answered.

The contraption charged up, and fired twin blasts, rebounding off the barrier Twilight summoned as Mare Do Well flew them closer, colliding with the flying machine and sending it spinning out of control. The pilot ejected immediately and parachuted below while the flying machine crashed on a rooftop. With a sigh of relief, Mare Do Well flew Twilight over next to it and set her down, landing beside her.

“Close call!” Twilight said with a smirk.

“Now to deal with Shadowbolt...“ Rainbow was suddenly blasted off her hooves by a shadowbomb explosion that went off near her, scorching off parts of her costume including most of her mask and half her cape. Twilight turned and saw Shadowbolt hovering nearby, laughing.

“Quite a show! Let’s see how much longer you can stretch for!” she declared, summoning another shadowbomb and flinging it. Quickly as she could, Twilight summoned another barrier, taking the bomb’s explosion.

Mare Do Well groaned in pain, slowly standing back up.

“You okay, Rainbow?” Twilight asked.

“Been through worse. Good thing the costume’s reinforced,” she said, patting her chest and turning her attention to Shadowbolt, who was on the other side of the barrier hovering above them.

“Well, as the old saying goes, if at first you don’t succeed, keep blasting the ever-loving Tartarus out of ‘em till you do!” Shadowbolt yelled, laughing madly as she flung shadowbomb after shadowbomb at the barrier, shaking it violently with every explosion. Twilight cringed as she felt every impact as she strained with her magic to hold it up, but she knew with all she’d been through she didn’t have the strength to hold it for much longer. Grinning, Shadowbolt summoned a larger fireball with both hooves and flung it straight at them. Twilight closed her eyes, Mare Do Well turned defiantly, preparing for a do-or-die stunt.

The large shadowbomb impacted, shattering the barrier into tiny pink shards that fizzled away seconds after. Shadowbolt sneered as she summoned another fireball over her hoof, preparing to finish them when Mare Do Well suddenly flew straight at her from the smoke, slamming her hoof into Shadowbolt’s face and knocking her backwards. As Shadowbolt began to fall, Mare Do Well spun around and gave her a fierce kick, sending her flying the other way and tumbling across the roof.

“Time to pay for everything you’ve done, Shadowbolt!” Mare Do Well said, landing between her and Twilight and slowly approaching. Shadowbolt scooted herself away.

“Sure, sure! Just let me cash in on this moment!” the villainess declared, charging up purple lightning over her hoof and thrusting it forward, but Rainbow quickly realized she wasn’t aiming for her…

“TWILIGHT!” Rainbow galloped over to the side with all the speed she could muster, taking the blast point-blank despite her damaged costume rather then allow her exhausted friend face death. The pain was unbearable, Rainbow jerked back and screamed in pain, Twilight’s eyes widened as she used what magic she had left to try to fizzle out the lethal attack; had she been a second late, and even with a pegasus’ natural resistance to lightning, Rainbow may have risked death in her place.

Shadowbolt immediately got up, laughing madly as she spread her wings and swooped at Rainbow, who didn’t look like she’d last for much longer and scooping her off the ground and lifting her up high.

“Awwww, how noble of you, but what good was it to put yourself out of the game faster? Seriously, that loyalty thing is really bad for your health,” Shadowbolt taunted, grinning at the other pegasus.

“I’m not… out of the game yet, Shadowbolt,” Rainbow said, opening her eyes and glaring defiantly at the villainess, and then thrust her hoof up, slapping a remaining flash bomb she’d fished from her belt against Shadowbolt’s face and closing her eyes as the explosion went off, she heard Shadowbolt scream out in pain and Rainbow dug her hoof behind Shadowbolt’s neck, as Shadowbolt shook her head to fight off the dizziness and struck her in the face. Shadowbolt grunted angrily and then moved her legs up, bucking Rainbow off her and onto the rooftop.

As Rainbow began to stand up, she noticed what she had in her hooves: Shadowbolt’s mask and the gold and purple-streaked wig attached to it.

Rainbow and Twilight looked straight up, and saw the unmasked Shadowbolt glaring down at them. Her coat was a duller shade then it normally was, her golden mane she’d hidden under the mask and wig was noticeably disheveled, but both Twilight and Rainbow Dash recognized the mare behind the mask to be Lightning Dust.

“You?! Shadowbolt was YOU?!” Rainbow shouted, back up and running on pure adrenalin from the discovery. Lightning Dust smirked and fired a bolt of purple lightning from her hoof that Rainbow flew out of the way from.

“Funny story, Dash,” Lightning explained, dodging Rainbow’s hoof strikes and countering with her own. “After being kicked out of the Academy, disowned by mom and dad, and being left to fend for myself all thanks to you, you can’t argue your instincts were right! I had every reason to want revenge!" she explained. "That brought me to the worst point of my life, I had lost everything! But whenever I fell asleep, the dark magic of this world that's drawn to that much grief, just as it did for Princess Luna, it approached me and offered me the means to get revenge! Revenge against everypony responsible for ruining my life!" she yelled, swinging her hoof upward and dazing Rainbow, but the pegasus recovered quickly and countered her next strike. "...Even if it involved putting on this whole crazy supervillain act to keep up appearances and throw you off!” Lightning said with a laugh, about to summon another shadowbomb but Rainbow swung her hoof into Shadowbolt’s chest, causing her to dispel it and fall backwards in the air but she seemed mostly undaunted. “And it'd have given me so much closure to bring you down to the level everypony already saw me,” the teal pegasus said, flinging more shadowbombs. "It was me all along, and hey, you should at least be thanking me for adding a little excitement for the life you picked over the one I wanted!"

“But if it was you all along, what about on New Years? Twilight saw you and Shadowbolt at the same time! You even confirmed it!” Rainbow said, swinging her hoof at Lightning Dust; but the other pegasus, who was far more in control, simply caught it with hers and spun in the air, flinging Rainbow off her.

“Now THAT’S an even funnier story!” Lightning said, looking to the side with a smug fondness as she dodged another attack. “After I’d run into you and got the dinner offer, I headed off to get ready for my big finale, but then I got attacked by a changeling of all things! Dunno what he was doing there but as I was putting an act of falling unconscious so he’d lay off I saw him take my shape and leave. Sure enough, my luck hadn’t run out and when I made my presence known at Manehattan Square and everypony saw Lightning Dust as a witness!” She let out a laugh. “So, score one to me for keeping you off my flank!" A sinister grin spread on her face. "And speaking of, you have no idea how much it pleased me to learn who was under Mare Do Well's mask! The very same pony who took away the hopes and dreams I spent my whole life working for! And once you're out of the way, I'll go back and deal with the Wonderbolts and those loser cadets!” Rainbow’s anger grew as she increased the ferocity of her attacks, ignoring any pain she felt and focusing only on winning.

“Not a chance!” Rainbow hissed, regaining another burst of energy and flying straight at Lightning Dust, hitting her as hard as she could and sending her crashing into another water tower on a neighboring rooftop. “You hurt my friends, terrorized innocent ponies, tried to murder the filly I took as my sister, the list goes on, Lightning!”

“Oh, who cares about them? It’s not my fault the Wonderbolts decided to keep weaklings and losers on their list! There’s a lot of ponies Equestria is better off without, and I’ll be glad prove that to you very shortly!” Lightning Dust said with a sneer, her eyes then, for some reason glowing purple.

“We’ll see about that!” Rainbow warned, preparing to strike her now.

“Rainbow, watch out!” Twilight suddenly yelled, Rainbow turned and saw that Twilight was using her magic to hold back a reanimated flying machine Lightning Dust was somehow now controlling, its cannons charging up again and firing. With no other option Rainbow swerved out of the way, the twin blasts hitting the surprised Lightning Dust and causing the rigged tower she was up against to explode, engulfing her in fire and magical energy.

Rainbow turned, staring in horror at the explosion and where Lightning Dust had once been, and slowly flew backward to the rooftop Twilight stood on; the unicorn sharing the expression she wore. The pegasus hung her head, looking down at Shadowbolt’s discarded mask.

I guess it’s over… she thought to herself. Big Shot was gone, Shadowbolt was stopped, but she didn’t feel any of the joy or satisfaction she’d expected out of it.

~

“Hey squirt,” Rainbow said in a somber tone as she entered Scootaloo’s room the following day at the hospital, smiling weakly at the injured filly.

“Rainbow Dash!” Scootaloo beamed, a smile on her face as if seeing her idol and surrogate sister had just made her feel better then before. She noticed the look on the older pegasus’ face, though. “Is everything alright?” She asked.

“Just the stuff that comes with being a superhero, Scootaloo,” Rainbow said softly. “I told you it’s a real tough job. Sometimes you have to deal with stuff that can really hurt, and I’m not talking about getting punched or thrown through walls...” She sat on her haunches next to the bed. “I thought I’d reconnected with somepony I met at the Academy… turned out it was all an act. She was the one who sent you that bomb… if I’d just… I dunno, trusted my instincts earlier maybe I could have kept this from happening!” she said. “I’m real, real sorry you got mixed up in this!”

Scootaloo turned, grunting a little from the pain she was in, but a smile was on the filly’s face. “Rainbow, you didn’t hate me for making mistakes because I didn’t know better. You didn’t know either. I’m just glad I’m alright! Plus, you stopped her, didn’t you?” she asked.

“Yeah. But when I was fighting her, all I thought about was how badly I wanted her dead… for what she did to you,” Rainbow said. “I’ve never wished somepony dead before; not like that. I could have become just like her if I managed to… actually do that to her!” The memories of the anger she felt, the grief, all the things Shadowbolt tried to exploit when she attempted to infect her with the same malevolent energy that had caused her to become who she was. If she hadn’t had that moment of remembering her friends and those she cared for, had she not been in her right mind, would she have been any different? Would Lightning Dust have gotten what she wanted?

“But Rainbow Dash, you’re not like that! It’s one of the reasons I think you’re so cool!” Scootaloo insisted.

“She’s right, you know,” Twilight said, entering the room as well. “Would you be the Bearer of Loyalty if you weren’t capable of doing the right thing in the end, or even realizing the right thing?” she asked, putting her hoof on Rainbow’s shoulder. The pegasus just looked downward.

“I need some time alone,” Rainbow said at last. “I’m glad you’re alright, though, squirt,” she added, leaving the room and the two concerned ponies behind.

~

“I know you’re there, Princess Luna, I need to talk!” Rainbow said, sitting on a cloud and watching the moon in the night sky with a stern gaze.

In seconds, the alicorn princess appeared before her. “You’re handling a lot of uncertainty and guilt on your conscience, Rainbow Dash,” she said.

“I think I’ve got a good reason to!” Rainbow protested. “Everypony who’s gotten close to me now has paid for it, or seriously risked it! Scootaloo… and Twilight, too,” she said softly. “At any time they could have gotten killed. I know they didn’t die, but it’s because of me they were in danger! This isn’t like what Gametime did where it was some random bad luck; Shadowbolt went after them to get to me!”

“And…?” Luna asked, waiting for Rainbow to continue as she knew the pegasus had more to say.

“Also… Lightning Dust… it was her. It was always her and she was right there in front of me several times, I thought I misjudged her, she had me fooled the whole time! She let that dark power take her over, but I can’t help but wonder how much of Shadowbolt was that Nightmare force, and how much was actually her,” Rainbow said. “And if there were another way. I didn’t really think at the time and she died, just like Gilda… am I paying for ditching them instead of helping them when they needed me most? How’s that for loyalty?!”

Luna listened quietly, her gaze was stern, yet there was also pity in her eyes.

“I almost… I almost let that power inside me too. How different am I from her? Could I have just, I dunno ended up the same way if I had my dreams taken from me for some mistake I made?” the pegasus asked, collapsing. “So… why should I be celebrating? Just because the bad guy’s beaten?”

Luna placed her hoof on Rainbow’s shoulder. “You made the choices you felt were available to you, Rainbow Dash. Heroes don’t always know every choice they have when a situation arrives, the best they can do is try to decide which of the ones they come up with is the right one to make,” she explained. “And sometimes… none of them result in a completely happy ending,” the alicorn lowered her head. “My sister knows this better then anypony. You can’t spend your life looking back at what could have been done differently, or if you had changed somepony for the worse somehow, or could have changed them for the better. You have remained dedicated to those you care for, and have to the best of your ability tried to keep them safe. And when a choice that could have destroyed all of that came, you remembered what mattered most and turned that offer down.”

Rainbow Dash looked down at her hooves as she let Luna’s words process in her mind; it was weird not being able to boast and brag about her victories, to instead feel so unsure. Had she changed so much from this? Where was the brash flier who would be joking and laughing about how she kicked supervillain flank? Not home, apparently.

“Shadowbolt is gone. Big Shot’s gang's dealt with,” she muttered.

“And Equestria is at peace again,” Luna said, causing the pegasus to look up at her.

“Then how can I feel like the old me about it?” she asked.

“As my sister would say, I suggest you look to those who love and care for you for that. I bid you goodnight, Rainbow Dash,” Luna said, spreading her wings and flying away.

~

“I’m sure Rainbow will be fine, Scootaloo,” Rarity said as she sat near Sweetie Belle’s bed, looking over at the other filly who had apparently not slept at all since she’d last seen Rainbow Dash walk out of the hospital in such a dejected way.

“I dunno, Rarity, I never expected she’d be so sad about winning,” Scootaloo answered.

“Winning what?” Apple Bloom asked as she and Applejack entered the room and causing Scootaloo to facehoof in embarrassment.

“Oh dear… how do I explain this…” Rarity wondered, realizing neither Apple Bloom or Sweetie Belle knew of Rainbow’s other activities, not that they paid as much attention to her as Scootaloo did to really look into it. Applejack also shifted slightly, causing Rarity to worry as the other pony was even worse at hiding something then she was.

“Wait a darn minute you know somethin’s up, too, big sis?” Apple Bloom asked, looking up at the farmpony.

“Well, see here, Apple Bloom… thing about Rainbow,” Applejack began, looking left and right nervously.

“—Is she forgot her dad’s birthday!” Pinkie Pie shouted frantically in the middle of the room, causing the filly and the two mares to jump back in surprise.

“Pinkie, when… how did you get there?!” Rarity asked. She didn’t recall even seeing her enter and there was only the door and window, the latter was closed and she couldn’t have gotten in through the former without pushing through the apple sisters.

“What? I saw you girls here and I came right in!” Pinkie said with a grin. Scootaloo’s friends both looked no less skeptical, however.

“But isn’t her dad’s birthday in like two weeks?” Sweetie Belle asked.

“How would you know?” Rarity wondered, looking back at her sister, who gestured to Scootaloo.

“Uh… we’re not intruding, are we?” Fluttershy asked as she poked her head in then slowly entered.

“What’s going on, girls?” Twilight asked, noticing how uncomfortable the others looked.

“They won’t tell us what’s goin’ on with Rainbow Dash!” Apple Bloom protested, gesturing at her older sister and Rarity.

Twilight sighed a little, then looked over at Fluttershy, who just ducked her head a little and making it evident she didn’t want to get dragged into this if it had already gotten so heated. “Look, there’s stuff that goes on in Rainbow’s life that you wouldn’t totally get. It can make things pretty rough on her and sometimes, well, she needs her space so she can work things out. She’s not the biggest thinker, I’m sure you’ve noticed. Reckless, brash, reckless,” she mused, then mentally facehoofing at the realization she’d said reckless twice though the other day the pegasus had embodied that term with her actions following what had happened to Scootaloo. “But in the end, she’s as loyal a pony as you can ask for and I’m sure she’ll be along eventually…”

“I like that one! Better get it written down, Twi!” Rainbow’s voice said behind the unicorn, who turned and saw her friend there in the full Mare Do Well costume.

“Rai— I mean Mare Do Well?” Twilight asked, stepping away. The costumed pegasus slid off her mask and smirked at her friends and the young fillies.

“Hey, girls,” Rainbow said.

“What about…?” Twilight asked, wondering how Rainbow got past the hospital staff like that, especially after the shenanigans she’d pulled when she wanted to get the Daring Do book.

“Don’t worry, I told ‘em I was wearing this to cheer up Scootaloo!” Rainbow said, trotting over to Scootaloo’s bedside and mussing the filly’s mane with her hoof. “Feeling better, squirt?” she asked.

“Much!” Scootaloo said, hugging her hero.

“So… wait, Rainbow Dash is Mare Do Well?!” Apple Bloom and Sweetie Belle asked at the same time, sharing identical shocked expressions.

“Was,” Rainbow said with a laugh. “Taking a little time off till she’s needed again.”

“You sure?” Sweetie Belle asked. “What if those supervillains come back, like that crazy pony who trapped us in the maze?”

Rainbow hoofwaved her notion. “Ehh don’t worry about them. They’re not going anywhere for a long time, ‘cause they know how badly they’re gonna lose if they ever try anything again.”

“And… you’re okay about… well, everything?” Twilight asked.

Rainbow looked back at the unicorn and gave a small nod. “I’ll manage. I always do,” she said. “I got a lot to tell Princess Celestia, my dad, and Spitfire later.”

“Well, feel free to drop by when you want to take care of that,” Twilight answered.

“Yeah, yeah. I think I’ll spend the day with my favorite little sister, though,” Rainbow replied, looking back down at the orange filly.

“Hey! We should be superheroes!” Apple Bloom suddenly said, causing worry to come over the six friends’ faces.

“No, no way, Applebloom! Ah ain’t lettin’ ya get yerself in that kinda trouble!” Applejack said.

“We’ll make cool costumes and save the day!” Sweetie Belle chimed in.

“Think there’s a cutie mark for being superheroes?” Scootaloo asked.

“That wouldn’t make sense, you can’t hide your identities then!” Twilight protested.

“Soon as we’re out of the hospital, Cutie Mark Crusaders: SUPERHEROES!” Scootaloo declared, causing cheers from her two friends. Everypony aside from the three fillies all facehoofed at once.

“Rainbow, dear, what in Equestria have you started?!” Rarity asked, exasperated and wishing her favorite couch was nearby now.

~

Dear Princess Celestia,

It’s been awhile, hasn’t it? I guess being Equestria’s superhero takes a lot more out of me then I expect sometimes! I wrote dad and plan to see him this weekend to tell him everything I've gone through, and I just finished writing Spitfire as well and hope to hang with her again sometime soon too! Either way, I think I’ve gotten a full understanding of what it means to keep going this path. Being a hero is more then cool costumes and awesome moves and epic battles with evildoers, it’s about everything I learned this past year…

Doing something others can’t because somewhere, somepony needs help.

Being comfortable with who I am no matter what changes happen along the way.

Accepting that sometimes I have to let go of what I wanted so I can be what other ponies need.

How I inspire both the good and the bad and how it’ll affect everypony around me.

Knowing that sometimes, the ones who need help most are the ones I’m facing.

To always be ready to take charge and lead the fight when I’m needed.

To make the best choice of the ones I feel are available to me.

And the one I’ve known all my life, the one I learned from my mom; to never, ever give up!

Add all that up with being an Element bearer, that I’m the totally awesome Rainbow Dash, fastest flier in Equestria, and the Mysterious Mare Do Well, champion and coolest superhero ever! Now, I think a long-deserved rest is waiting for me!

Your faithful subject,

Rainbow Dash

~
THE END
~

Author's Note

At long last, finished! It'll be awhile before I do the sequel as I want to focus on my other stories for the time being. Rainbow Dash will return as Mare Do Well someday, count on it! :rainbowdetermined2:

HUGE thanks to everyone who has been following and reading and I could not have gone this far without you, thanks again, and hope you enjoyed this story!

The Mare Returns

~Months ago...~

“How can you do this, Vinyl?!” the gray unicorn stallion with the spiky black mane demanded indignantly.

“Sonic Boom, it’s NOT my fault!” the white unicorn with the wild blue mane answered, levitating up her mirrored purple shades so he could see her magenta eyes and realize her honesty. “They made the decision, Cadence and Shining Armor chose me. We’ve been friendly rivals since we started, you can’t take this personally against me,” she explained.

“Easy for you to say, you went with it because they picked you! If you were in my place you’d have been just as mad! When do you plan to gloat about it to the other deejays?” Sonic answered in disgust.

“Don’t assume things about me. I’m not a pony who rubs my accomplishments in somepony’s face!” Vinyl said, already getting visibly upset. “Not like you do sometimes...” In hindsight, it probably was better she won this gig for doing the music at the royal wedding, even if Sonic Boom was her friend, boy did he brag. “If you can’t be happy for me, then we can’t be friends,” she explained to the shocked unicorn.

“This isn’t over. One day, you’ll see who the real music master is. Who REALLY deserves the recognition of royalty!” Sonic said, turning and storming off. Vinyl sighed and looked down at her food… nothing to do now but get with Cadence and Shining Armor about what songs they wanted.

~Present~

“Maybe this cover duty in Van Hoover wasn’t so bad,” Rainbow Dash mused as she reclined on a cloud after having cleared the weather. With half the team out thanks to a bad Feather Flu outbreak, she was one of the top choices to be sent over to cover. On one hoof she was flattered her reputation earned her that level of esteem, but on the other, it cut into her free time. Still… the huge fee they’d give her for her troubles was worth it.

“Hey, Rainbow Dash! What’s up?” Rainbow heard a voice call from down below and turned over, there stood a white unicorn mare with an electric blue mane and a familiar pair of purple shades down on the sidewalk.

“Vinyl? Hey, covering for weather duty here; big Feather Flu outbreak apparently took out like half the team. What brings you out here?” the pegasus asked, a little surprised to see the unicorn deejay here of all places. Small world, she supposed as she rolled over on the cloud. She’d become friendly acquaintances with her when Pinkie had introduced them to one-another after helping out with the music for a big party, and had the deejay not travelled so much they’d have probably been closer then that.

“Eh, got a few gigs here,” Vinyl said with a laugh. “So! Haven’t seen you since the wedding. How’ve you been?”

Rainbow gave a shrug and lowered her cloud. “Been pretty good. Saved an empire, got mobbed by an army of Pinkie Pies—“

“What now?” The unicorn asked.

“Don’t ask. Really. Long story,” Rainbow said, cringing at the memory of when she’d been fending off an army of hyperactive Pinkie clones from behind an upturned beach chair. “But I also made it into the Wonderbolts Academy.”

“Wow, cool!” Vinyl replied.

“Yeah, as if there was any doubt I’d get in sooner or later,” Rainbow said with a laugh, rubbing the back of her head, earning a smirk from the unicorn. Rainbow was a bit brash but had a good heart, unlike some… Vinyl purged the memory.

“Well, look, Dash, if you’re free tonight, why don’t ya come to the show tonight. I’m gonna show this city the power of dubstep at the Wild Mustang Club. It’ll be a blast!” Vinyl offered. “Come on, if you’re pulling extra for the weatherponies, you deserve some fun.”

Rainbow Dash grinned. “Sounds great! I’ll be glad to!”

“Cool, be early. Place fills fast and it’s first-come-first serve!” Vinyl said. “Anyway, I better get ready, gotta set up and all. Catch ya later, Dash!” With that, she galloped off down the sidewalk. Having something fun to look forward to, Rainbow Dash turned over on her cloud and raised it up, taking a nap, both ponies unaware they were being watched.

~

In the basement of an abandoned building, a unicorn stallion worked diligently, the orders he purchased from the gizmonks were coming together perfectly for the big event tonight. Letting out a sinister laugh, the unicorn grinned as blue magic crackled around the armor as it assembled itself.

“Tonight’s going to be a blast indeed…” he said.

~

“Come on, let in the pony who made your starry night possible, pal,” Rainbow Dash said to the security at the front.

“Ohh, right, you. Vinyl mentioned something about a pegasus with a rainbow mane,” an earth pony with sunglasses and a crew cut mane with a baton cutie mark said.

“Yeah? Please tell me she said “Let her in, she’s totally awesome and deserves to see this show”,” Rainbow Dash said, relieved Vinyl had decided to make some precautions to insure she had a chance to make it in.

“Something like that,” The security pony said with an amused smirk, standing aside and allowing the pegasus entry.

The moment she stepped in, Rainbow Dash was nearly blown away by the sound of Daft Pony and loud pulsing music, magical beams of swirling light, and a purple hue that filled the room. Deciding to take to the air, Rainbow flew above the crowd and saw the white unicorn deejay working her sound table. The unicorn seemed to notice her as she grinned widely seconds after looking up where she was, then used her magic to hover a mounted megaphone towards herself.

“Alright, ponies! Ya all enjoy this next big track, ‘cause DJ P0N-3 will be right back!” she said cheerfully, casting a spell on the soundboard and making the music play on its own, then the system glowed and flashed for a second, and the unicorn left the stage to head to the bar and order something. Deciding to follow, Rainbow Dash flew over and found herself a seat.

“Glad you made it, Dash,” Vinyl said, levitating a cider the bartender had provided and taking some sips.

“Well, not like I had much else tonight. I finished weather duty way early like always. Comes with being the fastest young flier in Equestria after all!” the pegasus replied.

“Still, means a lot. I kinda needed a friendly, familiar face the past day or so,” the unicorn deejay explained.

“Why, something wrong?” Rainbow asked. “You and Octavia aren’t—“ she began.

“No, no way, Dash. We’re still tight as ever, she had a Canterlot concert to attend so she couldn’t make it. When things like the Gala or a royal wedding wind up on your credentials, everypony wants ya to perform for ‘em!” Vinyl replied.

“So what’s going on, then?” the pegasus asked, concerned. She may not have been past friendly acquaintances with the deejay but far be it from her to leave anypony in need hanging.

“Well… don’t go telling anypony but… I’ve been getting a lotta threatening messages lately. Totally anonymous. I tried takin’ ‘em to the cops but they can’t figure out who sent ‘em either!” Vinyl explained. Rainbow couldn’t see the deejay’s eyes behind the shades but she could tell the normally eccentric and carefree unicorn was worried.

“Wow… any idea who might be? Like anypony who might have a grudge or want to hurt—“

Before Rainbow Dash could finish, the music cut abruptly and a male synthesized voice was heard over the speakers, catching everypony’s attention.

“Everypony, stallion and mare, time to rise! Tonight is DJ PON-3’s big surprise!” the voice announced. Loud, pulsing music erupted, and suddenly after, the walls behind the soundstage exploded and engulfed in blue magical energy descended a unicorn stallion in some kind of armored bodysuit with electric blue glowing patterns running across it, a visored helmet with a horn atop it, and gauntlets with glowing pads under the forehooves. The moment he landed, he raised one hoof, and fired what appeared to be a shimmering wave that let out an odd synthesized hum that sounded like somepony compressed Vinyl’s sort of music into a single sound beat, demolishing a speaker.

“What in the…?” Rainbow muttered as security galloped through the panicked partiers to confront their new visitor.

“Alright, buddy. On the ground, now!” they warned, batons levitated as they approached

“Name’s not buddy. It’s SHOCKWAVE!” the costumed unicorn declared, rearing on his hind legs and twin blasts of sound blasted out when he announced his name, sending them flying backward into the walls.

“Look out!” Vinyl shouted, pulling Rainbow Dash and herself down under the bartable.

“Come on out, Vinyl Scratch,” Shockwave ordered in a singsong voice. “I’ve been waiting for this opportunity to finally match the waves with you. Would you say I’ve gotten the upper hoof now?” he asked, pacing back and forth on the stage.

Vinyl sighed and looked at Rainbow Dash. “Just get outta here while ya can. Find help. I’ll keep ‘em occupied,” she said softly, and rose up. “What do ya want with me, pal?” she asked, Shockwave let out a sinister laugh.

“To give you and yours the show of a lifetime. Your last!” he announced, raising up his hoof again and it began to glow.

Rainbow hated having to look like a coward by sneaking out, but she needed to get to her hotel, which was pretty close, thankfully, and fast. Why am I still doing this… she thought to herself. As if by instinct she’d brought something she’d hoped would stay in that box under her bed for the remainder of her life along with her on this trip…

~a week ago...~

Dear Princess Celestia…

I don’t know what it is but I hope it’s not obsession. I miss when I could just lay back on a nice cloud and forget the world around me. No work, no studies, nothing but the sky and the peaceful sounds around me to keep me company. But as time went on, I feel less and less of that, and I think about stuff, like the filly I saved from the fire in Manehattan. Do I blame the time I started this crazy idea of trying to be a hero for real? I’m used to being in high places, being able to fly, look down at all that happens in Ponyville. Now though, I keep looking around like I’m wondering if something’s gonna happen, something that’ll need my help.

It’s also because whenever I take a nap or go to sleep for the night, I keep having dreams, like one where I’m stopping a hydra from rampaging through Ponyville, and then when I win and the thing’s running back to the Everfree forest, Twilight comes over and points out what I’m wearing, and then suddenly I realize I have the Mare Do Well costume on! Other times, I dream about where I’m visiting one of the bigger towns or cities, flying around in the costume, kicking flank and taking names. Another one I’m back at the academy, but I’m in the costume instead of the cadet uniform, nopony else seems to notice. Then the weirdest one where I think I’ve woken up on my bed, and yup, I got the costume on. I try to take it off, but then I have another one on underneath! No matter how many times I try to take the thing off I have another one waiting under that one! I don’t know what to do about them, or what to make of them! I have weather duty in Van Hoover for a little while thanks to a bad Feather Flu outbreak you probably heard about there, they need their weather and I can’t leave them hanging! I’m gonna bring the costume with me, maybe it’ll give me some kind of closure or I’m worried it’s all I’m gonna think about, I mean, I don’t know when disaster’s gonna strike, and I gotta be there when it happens, SHE has to be there when it happens, right?

Your loyal subject

Rainbow Dash

~Present~

Maybe it was her need to always be prepared to help others, or maybe it was a growing attachment to this kind of life, or maybe she still, despite all she’d done last she wore it, felt like there was something to prove the moment the need arose. Getting the door open and rushing in, the pegasus opened the suitcase and yanked out the costume and flew off again, the costume’s accessories wrapped tight in her forehooves as her wings beat as strong as they could to propel her to the club and into an alleyway where she quickly got changed…

~

Shockwave drew closer to Vinyl, who had managed to conjure a protection barrier to protect her from the sound blast he’d fired at her, her vocational choice having been all the reason she needed to learn a few basic self-defense spells, and fired again, this time she could not hold out and the blast managed to outlast the barrier, sending her flying off her hooves and into the bartable.

“Sorry, Scratch, looks like you’re all tuned out,” Shockwave taunted, but was suddenly struck from behind by a shadowy figure in a costume, knocking him over and sending him tumbling. The costumed unicorn stood up angrily and whirled around, glaring through the visor of his helmet. There, standing in the spotlights was a pegasus in a purple and blue costume of some kind, with a long cape held with a clasp that had an M symbol, a wide brimmed hat covered the top of her head and her face was hidden by a mask with white lenses that held a fierce expression to them.

“Beg to differ, one-hit wonder,” the mare said in a low tone. “Some rainbow-maned pegasus told me there was trouble. Looks like she was right! Wanna go quietly or make my night slightly less boring?”

Shockwave stood himself up, laughing as he remembered reports of a mysterious pegasus heroine called Mare Do Well who’d saved lives in Manehattan and Cloudsdale not too long ago. It wouldn’t just be her night that’d be more fun. “So the Mysterious Mare Do Well wants to be a part of the show? Well I’m afraid the answer’s a painful NOOOO!” he declared, raising both his hooves and firing an arced, glowing soundblast at her on the last word while practically singing it; Mare Do Well’s eyes widened under the mask as she was hit by the sudden wave of musical sound, sending her into the air and crashing into the ceiling.

“That actually hurt,” she mused to herself, grunting as she pulled herself from the pony-shaped hole she’d made and leaping back down.

“Time to rock and roll!” Shockwave threatened, raising a hoof and firing another soundwave, which Mare Do Well managed to dodge, but then used his magic to levitate several records and send them flying at her. The costumed mare smacked them with her hooves, knocking away some and breaking others, then leaping into the air, over Shockwave and slamming her hind leg into his back end, sending him flying through the air and sliding across the floor on impact. The two costumed ponies then charged at one-another, delivering several hoof strikes. Shockwave was less skilled at close-hoof combat, but his armor granted him more protection and his gauntlets seemed to add extra power to his blows. Mare Do Well was faster, more experienced, but the physical advantages Shockwave had thanks to his costume made him tougher then he’d have likely otherwise have been for the young athlete. Even when she blocked him, she still felt the impacts as the sound pressure was put into them, his helmet protecting his face from injury as well.

“Pretty graceful, pegasus,” Shockwave taunted, levitating a table and sending it at Mare Do Well from behind, then rolled aside to avoid getting hit as well. “But not graceful enough,” he said with a laugh. “Now if you’ll excuse me, I have a deejay to deal with,” he said, and suddenly the exhausted Vinyl was engulfed in blue magic and levitated off the ground. Raising a hoof up, Shockwave fired a soundblast at the roof and ponies quickly began to clear out as Mare Do Well got herself back up. “Shame I can't stick around, ‘cause that last move’s gonna bring down the house!” he declared, galloping off with Vinyl in tow, then flew away, sound waves levitating him into the air and propelling him and his captive away.

“Oh Tartarus…” Mare Do Well muttered, immediately spreading her wings and flying straight for the skyroof as it began to crack apart and tumbled with the rest of the club.

~

“Whoa, where am I…?” Vinyl muttered, rubbing her head and noticing her sunglasses were missing. As she attempted to stand, she found she lacked the energy to do so and fell over again.

“Don’t bother, babe. I got you drugged good. No magic. No running. No hope,” Shockwave’s voice said as the costumed unicorn walked into the light. “Remember this place? Let it all come back to you…” Vinyl noticed several old signs and such, recognizing it to be an old sound studio she’d been to a few times. “Saddle Tune Studio?” she asked.

“Correct,” Shockwave answered. “The place a bunch of us used to mix music,” he said, tilting her head up, the white unicorn saw only her own tired reflection on the emotionless black visor of her captor’s helmet. “Including the ones you chose to leave behind when the fame got to that pretty head of yours,” The costumed unicorn explained. “But you know, the things you leave behind have a way of… catching up,” he said, his horn glowing and the visor split in half and slid away to either side of his helmet, revealing a face Vinyl knew.

“Sonic Boom?!” she asked, surprised.

“I told you this wasn’t over, didn’t I?” Shockwave asked with a laugh. “I swore you’d pay.”

“Pay for what?! I didn’t think any less of you when I got the job for the Canterlot wedding instead of you, you know!” Vinyl protested.

“Don’t lie to me, Vinyl!” the other unicorn snapped.

“I’m not. And I didn’t betray you! There’s your problem, you think only of yourself when stuff gets too good or too rough for you! It’s why it was hard for me to stay friends with you in the first place!” Vinyl said angrily. Sonic Boom had taken that incident rather personally, but she figured he’d blow off the steam and move on like usual, but this…

“Heh, like you’re in any position to talk to me like that,” Shockwave said, his helmet visor closing again. Vinyl could see there was no getting through to him. “When this night’s over, I’ll be sure to give your fans your regards… and whatever else of yours left that I can salvage.”

~

“Ugh, this is getting me nowhere…” Mare Do Well groaned, flying about and looking for any sign she could of where Vinyl’s kidnapper may have been, landing back on the street and regretting not having Twilight’s vast array of magical spells for tracking or Pinkie’s sense of intuition. Sitting down she growled in frustration. “There’s gotta be a clue. Something. They make this so much easier in those comics!” she grumbled, flying back up and perching on a rooftop. At least the griffons and the Cloudsdale threat had a wider intended target. This was new ground for her, but she couldn’t give up.

That suit of his, it allowed him to fire blasts of sound or something like that, eggheads would probably have explained it better to her and she’d still just smile and nod. She’d never seen a unicorn invent that, let alone need to. He had to have gotten it from somewhere, or something that had the know-how for it…

Gizmonks! They had them in Van Hoover! Usually for repairwork and such but they sometimes helped make machines for pegasi and earth ponies to use due to lacking magic. Grinning, she flew off to her hotel again, she’d need some bits before heading to a shop she knew a few to reside at.

~

Entering the store, the costumed pegasus looked around and found a lone gizmonk sitting atop the counter, reading a book, he had tool belts and pouches of all kinds strapped to his body and a pair of goggles on his head with several lenses.

“Hey,” Mare Do Well said in a low tone, her voice disguised. The gaunt simian jumped in surprise and fell from the counter.

“You ponies! Do you always gotta do that?” the creature asked indignantly. “And what’s with the costume?

“I’m not here for business, I’m here for information. Devices that can amplify sound, something that can be worn,” Mare Do Well answered, approaching.

“Sorry, we may not have the best reputation among you ponies but even we don’t betray our customers!” the gizmonk answered.

“How much is that promise worth?” Mare Do Well asked, sliding off her saddlebag and pushing it open with her hoof, allowing a small bag of bits to slide out. The gizmonk grinned and scurried forward, counting them, even adjusting the lenses on his goggles as he studied each one.

“Oh, about this much I’d say!” the gizmonk said with a laugh. “Now that I think about it, I do remember one customer who stood out! Some gray unicorn with a spiky black mane. I don’t get many unicorns since, you know, the whole magic thing. Never gave his name but he paid loads. Ordered me to make a way to have hoofheld sound projectors with feedback insulation. It was gonna be like having your own soundboard as a suit! I just sent it to him today!”

“Well, he’s gone and used it to trash the Wild Mustang Club and kidnap its deejay,” the costumed pegasus explained.

“As glad as I am to know it works well, it doesn’t sound like my problem. He should be careful though, the soundfeed gets reversed he’s gonna have a really bad day…” the gizmonk answered, only to promptly be hoofed in the face.

“If you want it to remain someone else’s problem, AND not get arrested when I deal with him, you’ll tell me where you sent the order to,” Rainbow threatened, raising a hoof again.

“Eek! Okay! Okay! Some old building. Ironshoe Lane, fifth building on the left when you get on there. Figured he wanted to revive it or something, but that’s all I know!” the gizmonk said, panicking and trying to get away from the pegasus.

“Are you sure?” the pegasus asked, preparing to hoof him again.

“It’s on the records, right on the counter!” the gizmonk said, pointing behind him. Mare Do Well flew past him and moved a few slips, finding one that matched the address. Without another word, she flew off, leaving the creature behind with his pay.

~

Flying through the city, passing buildings and slowing down only momentarily to check signs, Rainbow Dash finally found the otherwise abandoned-looking building the gizmonk had told her of. “Hold tight, Vinyl. I’m coming,” she said quietly, taking a breath, and flying into the open entrance.

Inside, Vinyl was now strapped to a bomb of some sort that had several large speakers on it. “Really?” she asked. “Aren’t we going just a little extreme here, Sonic Boom?” the unicorn mare asked.

“No chance. When that bomb goes off, it’s gonna play the song this city will never forget. I told you I’d be the true master of ponykind’s music!” the unmasked Shockwave said, unaware of the shadowy figure that slowly descended behind him, and before he even saw it coming, he was bucked off his hooves and across the room.

“Think again!” Mare Do Well stated, Vinyl let out a cheer as the costumed mare galloped over and slid her mask up enough when she got behind her to bite away the straps.

“I guess the collapsing building didn’t finish you off after all,” the white unicorn said with a grin as she got up.

The costumed villain grit his teeth angrily, his horn glowing and the helmet’s visor closing again as he stood up. “No matter, prepare to catch the waves!” he declared, rearing back and firing twin soundblasts at the pegasus.

Rainbow weaved out of the way just in time when the projectors lit up, flying along the walls and dodging the stream of soundwaves that tore into them as she readjusted her mask, then flew right at him before he could charge up again, knocking him to the ground once more and pinning him down, preparing to strike him in the face.

“Sorry, pegasus! I’m no one-trick pony!” he taunted, his horn glowing and suddenly his whole body seemed to vibrate and a wide burst of techno-sound emitted from him, blasting Mare Do Well off him and getting up.

“Neither am I!” Rainbow declared, glaring through the lenses of her mask as she stopped herself in the air and flew in circles around him at great speed. The unicorn could feel the wind pressure building, causing him to lose footing and he attempted several soundblasts but could not seem to hit the costumed mare.

“That does it! Time for the show stopper!” Shockwave declared, his horn charging and raising his hooves as he began to charge up magical energy. “Get ready, Mare Do Well, because this next hit’s about to blow you away!” he said, rising up the increasing funnel Rainbow Dash was forming.

Now!

Right as he was charging up, the costumed pegasus swooped straight at him at full speed, hooves forward, and striking him in the helmet, sending him flying backward and into the speakers of the bomb. Crashing into them, the stored energy discharged on them, and the costumed unicorn cried out as loud dubstep music burst from the speakers and shattered the visor of his helmet. Mare Do Well and Vinyl covered their ears as best they could until the music died down and Shockwave collapsed to the ground next to the inactive bomb.

“Show’s over, Shockwave,” Mare Do Well said proudly as she approached, grinning under the mask.

“What?!” Shockwave asked, all he could hear was indistinct mumbles and a faint high pitched ringing. “I can’t hear you!” he shouted. She did this to him! He couldn’t hear the music anymore! He was deaf! Struggling, he raised his hoof to fire a soundblast at the costumed pegasus, but only sparks came out. Staring at it for a moment, the unicorn barely had time to register as Mare Do Well struck him in his now unprotected face, knocking him out for the count.

~

A halfhour later, the Van Hoover police were carrying away the unconscious stallion in a stretcher.

“He’ll need to be treated for the injuries first, then next stop will be Alkatrot Prison,” the earth pony officer explained to Vinyl.

“Thanks. Shame he turned out this way,” the deejay said, relieved after the report was finally over.

“So, Mare Do Well’s back, huh…” a unicorn with a magnifying glass with an eye inside for a cutie mark said, recalling the stories about Manehattan and Cloudsdale, and some rumors about a rural place called Ponyville some time earlier then that.

“Well that’s hardly a bad thing!” Vinyl said with a grin. “If she didn’t show up when she did, I’d be toast! Most awesome pony ever.”

As soon as the police left, Vinyl knew she was still not alone.

“Had a feeling you were there,” the deejay said, smirking.

“Wasn’t about to miss out on making sure the coolest deejay in Equestria was okay,” Mare Do Well remarked, taking all the restraint in the kingdom not to break character about the compliment regarding being awesome.

“Well, I don't normally brag but I’m told I'm in the top five,” Vinyl said with a bashful laugh. “Now that I know my psycho-stalker’s gone, I can get the rest of my gigs done here. Gotta say, ‘Tavi’s gonna hear quite a story when I’m back in Ponyville.”

“Well, you stay safe, Vinyl,” Mare Do Well said, spreading her wings and taking to the air.

“You too,” the unicorn said. “And if you see my shades, bring ‘em back to me when you get the chance!”

"Sure thing," the pegasus said with a nod and took to the air, flying off into the night sky.

~

“Sure ya can’t stay longer, Rainbow?” Vinyl asked two days later as they sat at a diner for lunch.

“Nah, some of the weatherponies recovered sooner then expected, so the skies should be fine. I’ll be heading back to Ponyville this afternoon,” Rainbow explained. “Come on, don’tcha think the place has gone on long enough without my awesome weather skills?”

The unicorn deejay laughed, Rainbow would always live up to her brash rep it seemed. “Well I’ll be returning eventually, myself. Thanks again for finding Mare Do Well, by the way.”

“Hey, pure luck. That reminds me!” Rainbow reached into her new saddlebag and pulled out a familiar pair of mirrored shades with her teeth, dropping them onto the table. Vinyl grinned widely as she levitated the sunglasses onto her face once more. “She swung by and dropped these off for me. Found ‘em near the club apparently… what’s left of it anyway. That crazy supervillain unicorn kinda leveled the place.”

“Thanks, Dash,” Vinyl replied. “Shoulda asked for an autograph or somethin’ ‘cause by the moon, ‘Tavi’s gonna be hearin’ quite a story once we’re both back home.”

Rainbow laughed, recalling when Vinyl had said that to her alter-ego. “Wish I’d seen it. All the stuff you described sounded way awesome.”

“Yeah, it was. You and her are kinda alike though,” The unicorn remarked with a smirk as she levitated some bits on the table, gazing up at the clock tower. “Well I need to get going, I’ll seeya around, Dash!” With that, Vinyl trotted off to her hotel, leaving the pegasus with her thoughts.

Rainbow watched as Vinyl departed, then looked at her other saddlebag pouch, where a certain costume lay hidden. She’d really thought this whole Mare Do Well ordeal had ended with the griffon invasion in Cloudsdale or at least wouldn’t come back for a good while, keeping the costume as a reminder and a possibility. It seemed those assumptions were wrong… who knew when another crazy in a costume would pop up to terrorize everypony, another crazy she’d need to be there to stop, ponies needed an image that could be counted on for her loyalty towards protecting them when they needed her most.

“Great… guess I’m a superhero for real, now…” she muttered, looking up at the sky as if for answers. Finding none at the moment, Rainbow Dash signaled a waiter over, left some bits on the table, and flew off, not sure how she felt about this new direction in her life, the changes it’d have on it, or the letter she’d have to give Celestia when she got home.

~

Stupid Mare Do Well… she’ll pay for this! Shockwave thought to himself, the ringing in his head his only company. His hearing had been slowly on the recovery thanks to healing spells, but it’d still be awhile before he’d be having conversations with anypony. Sitting on the cot in his cell on Alkatrot Island, the defeated unicorn noticed a few griffons present in other cells as well, though they payed him no notice. As he lay back on his pillow and dug his hoof underneath he felt a crinkle of parchment underneath. Sliding the pillow over, the unicorn levitated it before his face, reading the vague statement upon it.

Your attempt did not go unnoticed, perhaps we can one day be of use to one-another against a potentially common threat.

We’ll be in touch.

Signed,

Big Shot

Author's Note

Kinda the pilot 'episode'. Rainbow's experiences, her feelings, and such will develop and be explored over time as she finds how the role she's become compelled to continue affects everything else in her life and goals. May add and change tags over time depending on the direction the plots go. The next chapter is already outlined out and in progress, but will be fully fleshed out when I have time for it. Hope this was a worthwhile start and those of you who enjoyed my last one will stay tuned for more!

Villain Profile:

Fun and Gametime

“ACK!” Mare Do Well narrowly dodged another flying blade that came out of the wall, then barely avoiding getting singed by a pair of dragon heads she’d thought were part of wall murals of the strangely-lit hallway she galloped through. Daring Do made it sound so much easier on paper… the costumed pegasus thought to herself. She timed her jumps carefully, taking care not to use her wings due to the shock collar her captor had placed around her neck.

From a hidden chamber, an earth pony with a large helmet with a glowing green gem at the center grinned as he watched the magic-powered screens before him. Mare Do Well was a truly entertaining plaything if he’d ever had one, not like anypony else he’d brought here. He turned and looked over at another screen, where a shrouded pony watched. “As you can see, Big Shot, I have Mare Do Well right where I want her. Even if she somehow figures out a way past all my traps, I have my finest toy ready to play with her next!” he said with a giddy chuckle.

“Very well, I have other matters to attend to now, so I encourage you make sure my investments are well-spent on you,” the other pony replied, and immediately after, the screen faded out and the gem that powered it did the same.

Meanwhile, growling in annoyance after having had to swing across a pit on a bladed pendulum, Mare Do Well straightened her hat and sighed as the next door opened. She was getting really annoyed with this self-styled villain and couldn’t wait to put him in his place once she found wherever the hay he was hiding. Nopony. NOPONY. Stopped her from flying! He was going to find that out the extremely painful way when she was face to face with him. At the same time, though, she couldn’t help but wonder how she got into this mess…

~Two days ago…~

“As you can see, Rainbow, it looks like another villain’s on the loose. This one’s in Baltimare,” Twilight Sparkle explained, floating the latest Baltimare Bugle in front of Rainbow Dash as the pegasus took a moment to look it over. The photo showed a picture of a businesspony whom it described never made it home the previous day, and was found the following morning on the front step of the Bugle’s office building wrapped in ribbon with a note addressed from somepony called Gametime that simply read “The game has just begun, Diamonds!”

“Gametime? That the best he could come up with?” Rainbow Dash snorted.

“Rainbow, whoever this pony is, he means business and I think I know who he’s after, given who the pony he attacked used to work for,” Twilight said, her horn glowing again and another paper floated up. “Max Diamonds, he’s the CEO of InfiniGem, a shipping business normally associated with transporting gems for either fashion or magical power sources like for Tank’s gyrocopter,” Twilight explained. “He’s visiting Baltimare for an inspection of his company’s productivity here, this came as quite a shock to him, though.”

“Well I say we meet up with him, he’d probably know more about the pony who was attacked and if anypony would have a reason to go after him!” Rainbow said, already knowing where this was headed. She wasn’t one for meeting elite suit-types, that was more Rarity’s thing in her opinion, but in her new side-job the pegasus had started learning to be more flexible. “Still, how are we gonna get close to him? I’m sure you gotta get, like, appointments to get an appointment for GETTING an appointment with him!” she said.

“Hello? You’re working with somepony who’s the personal student of Equestria’s highest power. I’m sure they’ll be reasonable if we have the right excuse,” Twilight said with a smirk. “I’ll get Spike and have him send a letter. You go get packing, and I got a few new things for you…”

~One day ago…~

“Thank you so much again for seeing us, Mr. Diamonds,” Twilight said with a polite smile.

“It’s no trouble at all, and please call me Max,” the businesspony replied. “Any request on behalf of the Canterlot royalty is hardly within my power to turn down.”

Max Diamonds was a gray earth pony in the prime of his youth, with a dirty blond mane and tail kept in a neat, clean cut. His eyes were a light blue and the image of three diamonds was present on his flank. He wore a sharp black suit coat with a navy blue tie. Though clearly a pony who was a member of the Manehattan elite, he showed a genuinely friendly disposition. “And who might your friend be?” he asked, acknowledging Rainbow Dash.

“Oh, this is Rainbow Dash, one of my best friends—“ Twilight began.

“AND fastest young flier in Equestria, AND all-around awesome weatherpony!” Rainbow Dash proudly proclaimed.

“Rainbow!” Twilight protested, nudging the pegasus, but the businesspony just laughed.

“Your friend has a lot of spunk and confidence. I like that,” he said. “But down to business, I see from your letter you’ve heard about what happened here as well. I’ve spoken with the city guard but they haven’t found anything yet on the foalnapper. The pony found was an old employee of mine named Coin Roller. He was fired when an incident some time ago was brought to my attention.”

“What kind?” Twilight asked.

“Well, understand when you’re a pony of my position; it’s every other week you suffer for the sins of those who work for you. He was responsible for several; along with my former vice president Top Notch. I discovered they’d terminated several contracts believing they were no longer worthwhile investments without my consent and exploited ways to embezzle the royalties on finished ones, and that’s bad for me and bad for my business. It would not surprise me if this “Gametime” is one of those we contracted for one project or another,” he explained. “I don’t like it, and if I could, I’d find those who have been hurt and compensate them, but unfortunately there’s little I can do. I don’t know much more then that.”

“I see, well thanks for your time,” Twilight said. “I’ll be sure to give the full details and, if the situation worsens, I’m confident Princess Celestia will send any aid she can.”

“You have my thanks, also, I haven’t had the chance to answer back yet but tell her I’ll be glad to send all the help I can in reopening the gem mines under Canterlot,” Max said with a smile.

“Will do!” Twilight answered, and she and Rainbow Dash turned to leave.

“Well, that didn’t help a whole lot!” Rainbow muttered as they headed down the hall from Max’s temporary office. “Guess we gotta wait till this ‘Gametime’ makes a move again. I hate that.”

“Well, we can try to look up anything we can on any past dealings InfiniGem had that went sour, anything that matches this pony’s M.O.,” Twilight offered.

“You mean giftwrapping comatose ponies with goofy messages?” Rainbow snarked.

“Okay, yeah I guess that doesn’t really narrow things down,” Twilight said with an eyeroll. “I don’t like it any more then you do but this Gametime pony hasn’t left us much to look into.”

As they headed for the door, Rainbow was nearly knocked over by a turquoise deliverypony carrying a large box on his back. He made no acknowledgement of her and continued on his way.

“Dude! Excuse you!” Rainbow protested, but the grinning earth pony seemed to ignore her. Her eyes caught notice of chess pieces on his flank, an odd decision for fate to bestow a game-themed cutie mark on a deliverypony of all things.

Wait…

“Twi… head on without me. I gotta use the bathroom,” Rainbow said, earning a puzzled look from the unicorn but she complied regardless. The pegasus immediately headed over to the Mares room and opened her saddlebag.

~

“Delivery, Mr. Diamonds!” the deliverypony said, placing the box down outside the office. As Max opened the door, the grinning turquoise pony gave a nod and left.

“Funny, how did they know to send it here—“ he began, before realization fully set in and he hurriedly bucked the box away. As soon as it hit the wall, the package burst open and a crudely-stitched, cackling pony doll with a wide grin and glowing green eyes with a gem in its chest rose out, hovering in the air thanks to a large gyrocopter propeller.

“Celestia’s mane!” Max cried out, shutting the door right away as the doll flew right at him, a cannon on its back firing darts around the room and at the door that exploded violently seconds after, blowing holes where they’d once been and destroying the door separating Max from the deadly contraption and the toy flew into the office, cornering him.

“Hello, Max Diamonds!” the toy said, the gem in its chest flashing as it spoke. “Gametime wishes to play a game with you, and it doesn’t end till somepony’s out! Now answer this... what do you call a corporate shark on the end of a rope?” The cannon took aim at the businesspony on those last words. "Doomed."

Before it could fire, however, Mare Do Well leaped into the room, decking the toy and sending it veering off course and its shot ended up blasting a wall. “Hide! NOW!” the costumed pegasus ordered the businesspony, who immediately barricaded himself in a closet.

“Playtime’s NOT over!” the toy’s voice said, and its mouth opened wide, firing a softball-sized ball that began to pick up velocity with every rebound it made, managing to strike Mare Do Well in the chest and cause her to fall over. She barely avoided the next bounce that made a dent in every wall it hit, prompting her to immediately hide behind the desk, her eyes widening as the ball smashed a hole through it before impacting on another wall. “Alright, better use this!” she said to herself, her wing reaching to her belt and pulling out a tiny vial and giving it a quick fling at the ball as it came towards her.

The explosion sent both pegasus and flying toy into opposing walls.

Staggering a bit as she stood, Rainbow smirked under the mask after the flash bomb had done its job. “Note to self, thank Twi later.”

The toy’s gyrocopter sparked, then broke apart and formed into four spiderlike legs that supported the doll. It let out another maniacal cackle as its grin spread again, its eyes now glowing red.

“Aw come on!” Mare Do Well growled, getting on the defensive again as it charged her, swinging its bladed legs as the pegasus dodged as best she could. Fortunately the damage it sustained seemed to slow it down, the pegasus took to the air again, flying over it and landing behind the toy, and gave it a crisp buck, sending it crashing into the desk. The toy sputtered, clicked, trying to stand again, but Mare Do Well did not give it another chance. Landing atop it, she slammed her hoof down on its chest, knocking the gem loose and cracking it. After a few seconds, it flickered and faded, and the toy fell motionless. Scooping up the broken gem with a wing and putting it in one of her new belt pouches that she’d added to the costume, Mare Do Well looked over at the closet.

“It’s history,” Mare Do Well said in a low tone to disguise her voice. “I think whoever sent your present is the same pony who attacked your old employee!” she said matter-of-factly.

“I figured as much!” Max replied as he emerged. “It’s odd but the deliverypony seemed familiar somehow.”

“Chess pieces on the flank?” Mare Do Well asked. “I saw it right before he left.”

“How’d you know?” Max asked, curious of how she’d seen the detail, he hadn’t even known she was there at all until she showed up.

“Max, I’ve been watching you since this morning, turns out my hunch he’d show up was right after all,” Rainbow lied. Maybe half-truth, she’d come over to watch and make sure nothing happened as well as learn any connections, still she figured it was convincing enough and he seemed to buy it. “So any idea who he is?”

“Yes, I do, now that you gave me that bit of info. His name’s Joy Maker, he was a brilliant, if a little eccentric toymaker and self-styled entertainment master who we contracted for a means of utilizing magic gems to power toys and theme park attractions, which would have allowed us to branch even further into the entertainment area. Unfortunately, I found out the hard way that my former vice president Top Notch went over his authority and terminated contract with him and the gizmonk team he'd had when he requested royalties for his inventions. Top Notch was essentially trying to embezzle his dues to increase our profits for his own use, it was one of the reasons I fired him, I sought Joy Maker out after, but could not find him, I shut down the theme park project here immediately after, it felt wrong to continue profiting off something he never got his just entitlements to,” Diamonds explained. Mare Do Well couldn’t help but smirk, this guy was like the colt scout of the pony business world. Even Filthy Rich wouldn’t have risked that big a dent in his fortunes over moral matters.

“Well, until he’s caught, I suggest you contact the city guard and stay under their watch in case he tries again,” Mare Do Well said. “I’ll see what I can do about finding him. I’m taking this, too,” she added, propping the destroyed toy on her back and flying out the window.

Outside, Twilight was promptly tapped on the shoulder by Mare Do Well. “Alright, WHAT in Tartarus just happened in there?!” the unicorn demanded, having heard the commotion.

“No time to explain, teleport us now!” the costumed pegasus ordered, and they were gone before anypony noticed.

In one of the alleys nearby, the deliverypony pulled the now-faded gem off his helmet and tossed it in the trash, trotting off to his own destination. “Enjoy halftime, Mare Do Well, because Round 2 won’t be nearly as fun for you!” he said, throwing off the fake moustache and uniform coat and placing his helmet back into the delivery satchel he’d brought.

~

“I gotta say, Rainbow, this is pretty advanced, like you wouldn’t find this sort of stuff in a toy!” Twilight said, her horn glowing as the floating tweezers picked apart the deadly toy that Rainbow Dash had fought earlier. The pegasus, still in full costume sans hat and mask, paced about in the hotel room in frustration.

“Well, this thing was powering it somehow,” Rainbow explained, sliding the damaged gem on Twilight’s desk.

“Like I told you earlier, Rainbow, unicorn magic powers a lot of things, and we’ve found ways to infuse gems with it so other ponies can use them too,” Twilight explained.

“Yeah, yeah, who doesn’t know about that. But it talked and everything. Somepony was controlling it somehow! Spoke through it and everything! Max told me Joy Maker wasn’t just making toys, he was making a whole theme park with gem power and gizmonk assistance till it got cancelled by one of his employees who wanted to steal his royalties!” Rainbow explained.

“Joyland? It’s like two thirds of the way done and it’s stayed that way for over a year, Rainbow. It’s right here, not far from the coastlines of Baltimare and nopony ever bought it out!” Twilight replied.

“Well then I got a good idea where he’s hiding!” Rainbow answered with a smirk. "Funny nopony else has."

“Probably because it wouldn’t explain where he got the money to finish all he started. He hasn’t been seen since that contract got broken,” Twilight replied, continuing to examine the toy. “This kind of stuff doesn’t come cheap, and I doubt he’s been in contact with InfiniGem directly for its supplies. Somepony’s paying him, and probably doing a straw purchase on gems for this...”

“Well then it’s time I ask him… in between the hooves to the face of course!” Rainbow answered, putting her mask and hat back on. “And yes, Twi, I know it’s got ‘Trap’ written all over it, but the only other option is waiting till he sends something worse after Max Diamonds and puts the city guard in danger.”

“Rainbow, I don’t know about this,” Twilight protested. “Like you said, this could be a trap, and who knows what this pony’s got in store for you if it is!”

“Twi, I’ve said it about myself, and I say it about Mare Do Well; I never leave a pony hanging. Whatever he’s got planned for me, or for Max, if I don’t deal with this pony at the source, he can keep sending more and more of his killer dollies at Max or come up with a new plan whenever he least expects it. This has to be handled now.” Rainbow prepared to leave, grabbing up a few more flash bombs and sliding them into her belt then putting her mask down over the lower half of her face so it was fully covered and before Twilight could answer or focus a spell to hold her back, the costumed pegasus was already out the window and off into the sky whose current state now shared the unicorn’s name.

~

Touching down quietly, Mare Do Well slipped quietly among the unfinished rides and booths, all of which now in various states of neglect. It was really something of Max to abandon the project like that thanks to a conscience, it was only a shame nopony decided to pick up where he’d left off.

Nopony who should, anyway… she thought, wincing at the rather creepy pony clown faces that adorned one of the unfinished rides that bear an uncanny resemblance to the photos she’d seen of Joy Maker. There was nothing funny about a clown in the moonlight as far as she was concerned and the fact that they were designed after some nutjob who sent killer toys after businessponies didn’t help. Crouched near a booth, the costumed pegasus flew up atop it, then on to a mostly finished carousel with dragons for mounts so she could get a better look at the immediate area. There was a haunted house attraction nearby, which earned a snort from the superheroine. Too cliché. She thought. She noticed a funhouse with an especially creepy, grinning wooden cut-out of a clown pony’s mouth open as an entrance. “Joy Maker, I presume?” she mused, and she fluttered down and landed on the dirt ground with a soft pat of her hooves.

Behind her, a large helmeted pony statue that looked to be turning the gears of the wheels to make the carousel turn with his hooves turned its head, one of its eyes glowing as it watched Mare Do Well. Within the funhouse, in a hidden room surrounded by gem-projected screens, the turquoise earth pony watched the one that saw through the carousel statue’s eye with a wild gleam in his own as a grin slowly spread across his face, his bulky helmet’s gem glowing as he slid on a pair of gauntlets and a belt also containing glowing green gems as well. His ultimate creation was ready to experience its greatest test subject. Now all he needed to do was get her there, which would be done with the press of a button.

Rainbow’s eyes widened as suddenly a bunch of red toy birds with round bodies and angry eyes flew out of the mouth of the funhouse at her. “Guess you know I’m here!” she said, her wings snatching and flinging out a pair of flash bombs at the birdlike contraptions flying at her and she immediately took to the air, the birds flying right past her and she immediately dropped down, slamming her back hoof on one and crushing it into the ground, causing it to spark with magical energy and seemingly go inactive, then used her momentum to push herself back up in the air to engage the others.

With a spin in the air, the costumed mare smacked one off-course with her forehoof, sending it spinning out of control, but the other one slammed her in the chest like a cannonball, knocking her backward. “Ugh, what was he thinking when he invented these?!” she demanded angrily, grinding her hooves into it and turning in the air before she was slammed into the neighboring haunted house wall by it so that it met the wall instead of her. Another one down.

The one she’d hit earlier rejoined with its remaining partner, and the two flew straight at her with increased speed. Mare Do Well swung, but the birds moved at just the right angle and she was greeted with double impact in the face and chest, knocking her to the ground and the two bird toys proceeded to poke her with their small beaks over and over again for a few seconds, before rising up high in the air and swooping down to dive-bomb her. Regaining her sense and moving in time, Rainbow nimbly dodged them, and watched as the two toys crashed hard into the ground, defeated.

“Nice try, now what say we—“ Mare Do Well began in a low, harsh tone as she got up, spreading her wings as she prepared to charge in when suddenly the birds all exploded, producing clouds of oddly-smelling gas. Coughing, Rainbow felt her senses dull, and her last conscious thoughts were of having to see Twi about a gas filter or something in the mask, and about five different swear words before blackness took her.

~

“Where…?” Rainbow muttered as she regained consciousness, finding herself in some dimly-lit chamber with only a single, sealed door and a gem-powered projector mounted on the wall. Spreading her wings and attempting to fly, Mare Do Well was suddenly overcome with an electrifying pain. Even with her natural resistance and the costume’s protection, it still hurt a lot.

“You may not want to do that! First rule for this game… you start flying and I start frying!” a voice said as Mare Do Well tapped a collar she realized was now around her neck. Suddenly the projector started rolling, playing a gritty image of Joy Maker, though in a sepia tone like an old film. He was wearing a vest of some kind, with a metal belt, gauntlets, and helmet with glowing gems embedded in them “Greetings, Mysterious Mare Do Well! It’s such a joy to have you here to compete in this game!” he said, the image briefly flickering as he grinned widely at the costumed pegasus.

“Been expecting me, Joy Maker? Then again, I can’t think of why you shouldn’t. I’d come after you sooner or later!” Mare Do Well replied coldly.

“First of all, you will address me as ‘Gametime’ now! Joy Maker died with the contract that was meant to put him on the Equestrian map! Second, I have an ultimatum, a challenge if you would. After all, what’s a game without its challenges?” he asked with a chuckle.

“I’m listening,” Mare Do Well said coldly.

“Goody! Here’s the arrangement! YOU, Mare Do Well, make it through a series of perils I’ve designed for you in my little funhouse maze here. Find me, and I leave Max Diamonds alone and unharmed. If you don’t, well, let’s just say the obituaries will be listing at least two ponies before the night’s out! Boss’s orders after all!” the helmeted pony said, rubbing his forehooves together.

“Boss? So somepony’s got you working for him?” Mare Do Well asked. “WHO?”

“Pfft, hay if I know! He paid me enough in bits and gizmonk assistance to spruce this place up in the last few weeks, because like me, he reeeeeally doesn’t like Max, or you for that matter. Then again, maybe I know more then I’m telling!” he said, chuckling as the gritty image of him leaned forward.

“…And yet you didn’t bother to disarm me or unmask me?” Mare Do Well asked. “Pretty cocky move there.”

“Oh, noooo, more like you’re gonna need all you have if you want even a chance, and what fun is a game if BOTH players aren’t given a challenge? And plus, I don’t believe in spoiling any game’s ending. I’ll consider the unmasking of you a nice payoff when I win!” Gametime said. “And speaking of games, what say I start this one up… now?” he asked, the image flickering and vanishing, and the door opened.

“Gametime, if you can still hear me…” Mare Do Well's tone was tone low and dangerous. “You’ve got a lot to answer for. Attacking ponies, foalnapping me, stopping me from flying… your flank is asking for it!” With that, she exited through the door ready to face whatever he had planned for her.

~Present~

Guess that’s how… she thought to herself in annoyance, just in time for a face resembling Gametime’s engraved into the wall to open its jaws wide and fire darts her way.

“Aw, Tartarus!” Mare Do Well shouted, nimbly rolling out of the way and watching as the darts promptly exploded on the opposing wall. Daring Do made it seem so much easier in her adventures, even to a pony of her talent this was rough.

Before she could stand, though, the floor tilted, and dropped her downward like a chute, sending her through the next door.

Standing at last, Mare Do Well found the new room had three lit-up doorways with large buttons on the floor before them labeled A, B, and C, the doors themselves featuring glowing question marks on them. “Great… so do I take one door, or all doors, or what?” she asked as a projector emerged from the wall behind her and played an image of Gametime, who looked at her smugly.

“Be sharp, see sharp, and a way may yet be somewhere,” he said, and the image flickered out immediately after. The costumed pegasus raised an eyebrow under the mask, wondering what that was even supposed to mean, and pressed button C.

“WHOA!” She barely had time to roll out of the away and avoid a giant spike that emerged from the corresponding door that nearly skewered her into the wall behind her. When the spike retracted into the door, it slammed shut and the question marks transformed into grinning images of Gametime’s face.

“Well that didn’t work… wait a sec!” Rainbow thought about what the crazed toymaker said. SEE sharp… BE sharp… A way…” A grin spread under the mask. “Sharp objects behind doors B and C, A leads to a way out!” With that, she pressed button A, and the sound of hooves clapping and a cheer track was heard as the door opened, leading to the next hallway, and the costumed mare galloped towards where his next puzzle would await her.

In moments, passing fancy lights and going through another Gametime mural face that made up an entrance, she found herself in a room with two passages. Sitting on her haunches, she waited for Gametime to make his move. Sure enough, a projector glowed to life and ran another gritty image of her captor.

“Well done, Mare Do Well! That’s the spirit! Now you’ve come to the next part, a place of many turns, but pick your choice right, you may find I left my favorite clue right there, and when you’ve left, you may find the way is finally right in front of you.” He said, rubbing his hooves together as the image went out.

Taking a moment, the pegasus looked at the fork before her, she wasn’t about to fall sucker for any traps again. Then realization at the deranged pony’s words came. Right, left, right, left, right. Perfect.

Moments later, Mare Do Well emerged into the next room free of any troubles, and was greeted with more hoof clapping sounds as another recorded image appeared before her.

“Not bad, hero. You did well on a set of directions a blind diamond dog pup could figure out! On to the next one, which I promise a barrel of fun, but luck won’t be on your side as far as finding an escape,” he said, and the next door’s question mark transformed into a grinning image of Gametime’s face and slid open.

Entering, Mare Do Well found herself in a rounded hallway, and a few visits to theme parks as a filly told her all she needed to know about what was to come next. Trotting into the hallway, the place immediately began to rotate, causing her to stumble and fall over. “How’d I do this as a filly… oh right, I just flew through,” she muttered, remembering the restrictions Gametime put on her and looked at the way it spun. Taking a breath and moving along with the rotation, she began to progress, but then heard a loud clank, and saw spikes emerging from the barrel hallway behind her, and more of them emerging by the second drawing closer and prompting her to move faster despite the dizzying effects and unstable footing. With one great jump, she leaped out of the spinning hall and tumbled to the flat, safe floor at the end, glancing back one last time at the now spike-lined barrel passage, and standing back up, continued on her way down a darkened hallway that felt like an extremely tight squeeze till she was greeted with a more open area with a mirror at the end. Normally when faced with her costumed reflection Rainbow Dash found herself either admiring it or pondering over this new life of hers, but now was the time for neither of those activities.

Still, one moment wouldn’t hurt. She took a moment to straighten her hat, and brush back her cape. “Still awesome,” she said to herself as she pondered over those last words Gametime had said about luck not being on her side with finding an exit, then looked back at the mirror. A bitter smirk came on the pegasus’ face as she turned herself around and gave the mirror a firm buck, shattering it and revealing an open door behind it. “Real lame, Gametime,” she muttered as she headed through the door.

~

Within his hideout, the helmeted pony slammed his hoof on his desk. She’d gotten through all of his traps, his puzzles, everything, but he still had one more surprise, one he was certain she would not be able to beat. Giving a whistle, two gizmonks approached him, laying out a platform with several gems embedded into it, and the earth pony stood atop it, ready for her as the platform and the gems he wore glowed as one.

Up ahead a long, winding stairway awaited her, some kind of intense organ music playing up above, prompting an eyeroll from the pegasus as she galloped up the stairs, rotating lit-up images of Gametime’s face swirling around the rounded walls as she came closer to her destination, and finally, at the top waiting on the end of a small hallway, was a large door with another image of her captor’s face on it. “Seriously, even that bratty filly who picks on Scootaloo's not this vain!” she grumbled as she approached the door, the face vanishing and it slid apart, allowing her entrance to a large arena-like room. On the opposite end was a larger door, with a small box with a gem sticking out of it. The gem flickered, and an image of Gametime’s head appeared over it, grinning

“Well done, Mare Do Well, but now you have to survive the final boss battle if you want to see the ending!”

As he said this, the large door slid apart, revealing the box was attached to what appeared to be some kind of giant gem-powered clockwork spider robot that stood roughly twenty feet tall. Its rounded body had four legs and two clawlike forelimbs in the front. The boxlike structure the gem projecting Gametime’s head extended out on a telescopic neck, grinning madly at the superhero. “You beat me and you’re free to escape, assuming you’re that lucky!” he said with a laugh, thrusting one of his claws out at her, snapping it at her in an attempt to grab her, but the costumed pegasus jumped out of the way and galloped about the room, Gametime’s contraption pursuing her.

“You’re not getting away, little pony!” he taunted, snapping his claws at her one after the other as she suddenly darted under his legs. “Think that’ll do you any good?” Gametime demanded with a crazed laugh, slamming his massive metal feet down in an attempt to crush her but missing as she moved behind him, only for the towering metal beast to bend and retract its limbs and ‘head’ together and curl into a ball, rolling after her and bouncing off all the walls as she attempted to dodge him. After a few seconds, the giant contraption uncurled itself and turned to face her, claws drawn as it charged again, the projected face laughing maniacally.

How can I beat this thing? She wondered, doing her best to dodge the attacks without flying as she knew it’d lead to a painful shock and certain death. Then looking at it, she remembered her fight with the killer toy he’d sent after Max. Dodging another attack but beginning to feel the fatigue, Rainbow eyed the gem on the metal beast’s neck. Gametime had been controlling the toy in a similar fashion this would hopefully do the same.

“Alright, Gametime. Finish me!” she said, holding a hoof up and the villain laughed.

“Very well!” he said, thrusting a claw out at her. As soon as it reached her, Rainbow used all the adrenaline she had left to sprint across the claw’s arm, leap onto the body, and jump on its head, pulling her last pair of flash bombs from her belt with her wings and dropping them on it. Blindly and instinctively, Gametime thrust both claws towards her, prompting her to jump and both claws struck the gem instead, shattering it. With a scream of frustration, Gametime’s projected head vanished from the machine, and it toppled over against the wall, lifeless. Up above, Rainbow noticed a small window. With no way of seeing her now, she seized her opportunity to do what she did best. Spreading her wings she flew as fast as she could, hooves out in front of her as she smashed open the window and tackled the helmeted pony within, the panicked gizmonks immediately fleeing out a doorway nearby. With a shudder, Gametime fell to the ground, his helmet falling from his head and rolling under his desk. With a grin under her mask, Rainbow slammed her hoof in his chest, knocking the wind out of him, then took her hat off and slid the shock collar off. “Hey, Joy Maker?” she asked, as she slid the collar onto his own neck. “Game over!” the costumed pegasus concluded as she jumped off of him and went over to tap the gem on his fallen helmet, causing a painful shock to go through the earth pony’s body. “Now care to tell me who your boss is?”

“Aw come on, isn’t that demanding too much?” Gametime asked with a laugh, only to get shocked again.

“Nah, I think it’s enough,” She said coldly. “Now tell me or I won’t stop next time.”

“Alright! His name’s Big Shot, that’s all I know. Never met him, got a message here and there, a few run-ins with his thugs, but that’s all! I swear by Celestia’s crown I don’t know anything else, okay?” he pleaded.

“Fair enough,” Mare Do Well said, tapping the helmet once more and shocking him again for good measure, rendering the turquoise pony unconscious.

~

Following the exit the gizmonks had used, Mare Do Well carried Gametime on her back as she emerged from the funhouse. There before her was the city guard, and Max Diamonds himself, already having apprehended the gizmonks.

“I was beginning to worry. The guard station got an anonymous tip in the mail not too long ago. Couldn’t trace who sent it,” Max explained, then smiled. “I see you’ve handled Joy Maker already.”

“Nothing I couldn’t handle!” Mare Do Well said as she jerked a bit, making the unconscious pony fall to the ground where he was promptly surrounded by guards.

“Well, I know I can sleep a little better now,” Diamonds said with a laugh. “Will you be alright? It feels wrong to just let you go as you are.”

“I’m fine. Just need a good rest!” Mare Do Well answered. “Take care of yourself, Mr. Diamonds,” she said, spreading her wings and taking flight into the night sky, the businesspony smirking as he watched her fly off.

“Well, she’s really something,” he said, pondering what he’d tell the press to ensure she was properly thanked.

~

Twilight lay on her hotel bed, shaking a little. She was worried about Rainbow, more then she’d ever been, but she didn’t want to interfere with her friend’s self-appointed responsibilities or risk making things worse by also putting herself in danger. “Rainbow, I really hope you make it back soon..."

“How about now instead?” Mare Do Well’s disguised voice asked at the window she noticed was now open. “Hey, Twi!” Rainbow said, using her normal voice. Before the pegasus could react, Twilight jumped onto her and gave her a hug.

“Rainbow you’re okay!” she said with a smile.

“Hey, nothing an awesome pony like me wasn’t capable of handling. Gametime never saw it coming!” Rainbow replied, sliding the mask up and revealing her old cocky smirk.

“Oh really? What about those tears on your side?”

“Spikes.”

“And the singe on your cape?” Twilight asked.

“Flamethrowers,” Rainbow answered.

“And the fact you’ve got a wobble in your stance?” Twilight continued.

“Okay, okay, maybe it was a little tougher then I implied, but hey, I still kicked his flank and got him a one-way ticket to Alkatrot!” the pegasus said, then looked down at her friend. “Uh, Twi. It’s okay to let go now,” she said, causing Twilight to blush in embarrassment and let go, having forgotten she was still holding onto her friend.

“Sorry, just had a real scare there!” the unicorn said. “Well at least Diamonds is safe now.”

“For the most part, yeah. But Gametime was working for somepony named Big Shot. Ever hear of that name?” Rainbow asked.

“There’s rumors in Manehattan recently about an underworld kingpin who calls himself that, but nothing concrete,” Twilight said. “Some say he’s just made up by shadier ponies, others think he’s real.”

“Well clearly he is, and he’s got it out for Mare Do Well,” Rainbow explained.

“I can’t say he’s gonna be easy to look for anything on. Like I said, nothing but recent rumors,” Twilight replied.

“Well given he’s also got something against Max, I’m thinking he could be Top Notch, that vice president he fired awhile back. It's gotta be looked into,” Rainbow replied as she removed her hat and mask completely, but then suddenly staggered again.

“Whoa! You okay, Rainbow?” Twilight asked, urgency suddenly upon her again.

“Nah, I just really need to rest. The sooner we get back to Ponyville the better!” the pegasus said. “Thanks for the anonymous tip to the guards, by the way. A little late but I guess it’s for the best.”

Twilight raised an eyebrow. “What anonymous tip?” she asked.

~

“Alright, bring in the next subject!” a unicorn stallion in a gas mask ordered. Another floated a smaller pony over to the first masked one. The first floated a small jar and magically opened it, causing a burst of red smoke to puff out of it in the captive pony’s face, causing him to cough for a moment, then start grinning and staring off into space in a euphoric delirium. The first pony then looked over to the large figure behind him. “As you can see, the brewing still has some kinks to work out, but we’re making great progress, Big Shot,” he explained.

The towering earth pony emerged from the shadows, he wore a black suitcoat and purple shirt, his body was a dull walnut color and his red tail was cut short. Several scars adorned his body and an odd metal mask with blue lenses was strapped over his entire face. The mark on his flank was that of two swords crossed together. “Well you’d best work those out soon, doctor, or I may have to cut you loose...” he swung his hoof and knocked the euphoric pony off the catwalk. “…much like I had to with Gametime earlier. Mare Do Well continues to pose a threat and cannot come across our plans too soon… and the longer you take, the more time she has.”

“O-of course, sir!” the unicorn scientist said with a salute, and with that, resumed his work.

~One day later…~

“Anyway, I got back an answer from Princess Celestia. She says Top Notch has not been seen or heard of ever since standing trial after Max Diamonds fired him,” Twilight explained. “She also encourages you continue your crimefighting, and has utmost faith you’ll find this Big Shot one day and bring him to justice and overcome any threat you’re faced with in you’re the path you’re taking. You’ve made a real difference in ponies lives wherever you’ve gone, they’re starting to really admire Mare Do Well again,” she said with a smile, magically rolling up the scroll and putting it away.

“I’ll have to thank her when I get the chance,“ Rainbow answered, feeling much better after having slept half the day, and the rather impressive thank you speech Diamonds had given in the Baltimare Bugle that Twilight had shown her as well. “Tellya what, after I get my weather duties done, we’ll go have dinner, I haven’t eaten a good meal here in Ponyville in days.”

“It’s only been about two, Rainbow,” Twilight said with a laugh.

“That’s two too many, Twi!” Rainbow said, nudging her friend with her hoof. “In the meantime, if you can, see if you know any mending spells to fix the costume. I’ll catchya later.” With that, the pegasus trotted out the door and flew off, leaving the amused unicorn to her studies.

Author's Note

Thanks for all your patience, I have the next chapter in the works, but with a lot of real-life drama going on, I don't know when it'll be done, hopefully sometime next week. Until then, hope you've all enjoyed this latest installment!

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