A/N: Before reading this chapter, it is best that you are acquainted with the song "Poor Unfortunate Souls" from The Little Mermaid.

115. The Sea Witch

THE FORBIDDEN MOUNTAINS, THE ENCHANTED DOMINION

The goblin guards posted at Maleficent's gate watched as the brunette woman made her way up the rocky mountain path. She didn't look like much, and they very nearly had a laugh at the sight of her: a pale, thin human woman with long hair, dressed in a plain blue dress and a cape that billowed in the chilling wind. And yet there was a determination in her eyes and a playful smirk on her mouth that suggested she was more than met the eye.

As she reached the gate, the goblins crossed pollaxes in front of her. "And what do you think you're doing here, Miss?" one of them asked cockily. "You lost? Or you think you can see Maleficent? Should we tell her a new toy to play with just walked right onto her doorstep, then?"

"Who, me?" the woman asked, and as soon as her deep, husky voice poured forth from her throat, the goblins were overtaken by a chill; they recognized that voice, and they'd made a terrible mistake by underestimating her. In fact, they were lucky they hadn't gone any further in their teasing. "Why, Maleficent is a dear old friend of mine. And you little swine are going to let me in to see her, or else I'll turn you both into breakfast bacon!"

"S-sorry, Miss Ursula!" the goblin said hastily, removing his pollaxe; his companion did the same, unbarring the door. "Our mistake! Our apologies!" The guards fell to their knees, bowing, hoping that would make their guest happy enough that she wouldn't transform them into worms or worse.

Ursula smirked. "Now that's what I like to see," she murmured before letting out a low chuckle.

...

Within moments, the throne room was filled with the current lineup of Overtakers. Maleficent sat proudly upon her throne on the upper level. To her right stood Hades, Facilier, Grimhilde, and Chrysalis. Grimhilde, no longer in the body of a unicorn, stood resplendent in a purple gown with wide sleeves and a black cowl that framed her pale face and piercing eyes. To Maleficent's right were Jafar, Shan-Yu, and Gothel. All of them stared down at the slight woman who stood in the center of the chamber.

"We've been expecting you," Maleficent said contentedly.

"It's been far too long, hasn't it?" Ursula said warmly…though there was something mocking in her tone. "Of course, I had to take the usual precautions to get here, and I'm growing sick of them. You wouldn't mind if I stretched my tentacles for a SPELL, would you?"

Maleficent knew exactly what Ursula was asking. She couldn't assume her true form unless Maleficent gave her aid to be able to withstand being out of the sea for extended periods of time. Maleficent brought forth her staff, gently twirling her fingers over its bulb, gathering up a green light within it. "Let her breathe air as water," she chanted. "Let her skin never go dry. Let her walk on the lands as the ocean sands. Let her take any form; so say I!"

She swept her hand sharply outward, and the green light burst forth from her staff and enveloped Ursula. Once Ursula knew she was safe, she called upon a little magic of her own, reaching both arms into the air. Great gray clouds gathered beneath the throne chamber's ceiling, materializing from almost nowhere. Twin bolts of lightning cracked forth from the miasma, each striking one of Ursula's outstretched hands. Her entire body shuddered and jolted before erupting into a completely new shape.

Gone was the image of the human woman. Ursula now stood before the Overtakers as her true self: an Octopin, humanoid from the waist up and tentacled like an octopus from the waist below. Her body was several times larger than the human image she'd borrowed in order to walk on land, and while her back, shoulders, and face were a deep shade of lavender, her chest, stomach, and tentacles were jet black. Her hair was cut short, and a pure shade of white. Her eyes were heavily painted blue while her lips were a striking red; a tiny purple seashell dangled from the lobe of each ear.

"Much, MUCH more comfortable!" the sea witch remarked. "Now. What is it that's been bothering you these days?"

"The Overtakers are to make another bid for power," Maleficent told her. "Several worlds lay in our sights to conquer and destroy as we see fit. However, we have run into a rather persistent problem."

As Ursula listened, her eyes flitted to the new faces of the group. She knew Hades, Jafar, and Grimhilde well, but she had no idea who the thin man in the top hat was, or the woman who seemed to be half bug, or the hulking warrior of a man, or the crimson-clothed woman. Whatever Maleficent was planning, it had to be something grand indeed, for her to recruit that many newcomers.

"Thus far, many of our attempts have been thwarted by a returning power," Maleficent went on. "The Elements of Harmony. After a thousand dormant years, they have found new hosts."

"One thousand?" Ursula was taken aback. "Those Elements caused me enough trouble two years ago!"

This stunned Maleficent. "Could it be…"

"Mal, babe," Hades reminded her, "the kids with the necklaces have that whole time-traveling boat thing goin' on. Nothin' says they didn't go back in time to bother her after they got done with the Land of Drag Kings."

"Quite right," Maleficent realized. "Describe to me their wielders, Ursula."

"Well, the leader of the pack was a very aggravating little witch," Ursula told Maleficent. "And she came along with a boring blonde, a rainbow-headed braggart, some curly-haired snob, a pink-haired one that never talked, and a pink-haired one that never knew when to SHUT UP."

"That's them," Gothel groaned.

"And the name of this…aggravating witch?" Maleficent inquired.

"Twilight Sparkle," Ursula spat. Then she shrugged. "Pretentious."

"Your enemy and ours are one and the same," Maleficent informed Ursula. "Tell me. What did they do to hinder you?"

"Ya got time for a long story?" Ursula asked.

"As long as it takes," Maleficent told her. "After all, we have time on our side as well."

"Then get comfortable," Ursula commanded before beginning her tale.

...

THE SPACE BETWEEN

TWO YEARS AGO FOR THE OVERTAKERS

PRESENT TIME FOR THE ELEMENT BEARERS

The trip back home to Fourth Equestria had been fulfilling in more ways than one. Not only had Fluttershy been able to get Pester settled in at her home – and he and Baromett had hit it off as friends – but Rarity had been able to score an interview with one Sassy Saddles, a Canterlot fashion connoisseur who had come to visit Ponyville in hopes of seeing the source of the unique fashions to have permeated Equestria. With the goal of liberating her sister of the hard work, Rarity had taken on Sassy as a boutique manager for a trial period, briefly training her in the handling and sale of interdimensionally inspired fashions.

As the Starlight flew toward its next destination, Rarity was aflutter with joy that she'd been able to find such good help. "And just in time, too!" she emphasized. "If ever there was ANY world ripe with inspiration, it was that Labyrinth! Dark palettes, bright palettes, angles and glitter!"

"I'm real happy it got sorted out," Applejack told her. "Especially for Sweetie Belle's sake."

"Oh, as am I," Rarity concurred. "And for quite the same reasons. I'm ever so grateful that she wished to help me out, but she does need to spend more time with her friends."

"And I know Apple Bloom's happy that Sweetie Belle's got more time to hang out with her!" Applejack added.

That was when the "ding" alerted them to the approach of a new world. "Shall we?" Rarity asked Applejack.

"'Course!" Applejack replied heartily, and the two made their way to the control room.

On the way, they found out the hard way that whatever world was next was one that required them to be in human form; they transformed on the way. They'd taken to wearing their white robes from the Blessed Isles for a while, since Rarity pointed out that the robes wouldn't be harmed by any transformation they went through, but she still lamented that she didn't have a better workaround. She'd already repaired everything they'd torn by wearing it during the time of an inopportune transformation, but was sure they would tear still more throughout their adventuring days.

As to be expected, Twilight, Fluttershy, Pinkie Pie, and Rainbow Dash were already gathered in the control room. Three of them were watching the map screen intently while Pinkie Pie was literally bouncing off the walls, screaming out, "NEW WORLD! NEW WORLD! NEW WORLD!"

"What have we here?" Rarity took her place to the other side of Rainbow Dash, looking up to the map. "The Seven Seas?" she read off the screen, looking at the world for which their ship was destined.

"Whoever names these worlds sure likes their sevens," Applejack remarked, falling into line. "First the Seven Deserts, and now this!"

"I haven't read anything about this world!" Twilight squealed. "Isn't this exciting? It's going to be all new for us!"

"We're heading into the range!" Rainbow Dash pointed out. "We could be there at any minute!"

The map transitioned. The Starlight was now located not outside the Seven Seas, but on the planet, floating along on one of its northern oceans.

"Well?" Twilight asked. "Who wants to go take our first look?"

...

THE SEVEN SEAS

A shadow passed over the ocean floor, and all it passed over felt a momentary chill of fright. The shadow's owner spread his great black winglike fins out through the waters in order to propel himself, his thick, muscular arms held straight out forward, his snakelike black tail whipping through the currents he left behind. Above this tail, he had the upper body of a man, deep purple in color; his fins draped from it like a cape. He had no hair to speak of atop his head, and his eyes gleamed a bright golden color.

He'd been on a diplomatic mission of sorts in the undersea nation of Ablow Kadablow, spreading his word. And the subjects of that kingdom had eaten it up. It was a relief to him that they were willing to believe his lies, for the kingdom of Atlantica, the largest in all the Seven Seas, had publicized his existence and made him well-known. No one in Atlantica wanted to listen to the Evil Manta any longer! But outside the kingdom borders, the Evil Manta had found many a gullible soul who would hear him out. From Ablow Kadablow, he plotted a course directly for the Sargasso Sea, where the Octopins made their home. This was perhaps the country he was most familiar with of all, given his history with its inhabitants over the years. And they knew him well in return, guaranteeing him an audience the moment he darkened the doorway. All was going as he and his associates had planned. For while the Evil Manta was always trying to spread prejudice and hatred, this time, he had become wrapped in a larger scheme with a grander goal. If all went well, and he had no reason to think it wouldn't, he would soon be able to bring all of these kingdoms to their fins in the sand. And then…

But he didn't have time to think about "then" before something new arrived in his vicinity. He felt it long before he saw it, and it burned. Whatever had turned up was digging right into his aura, making his head ache and causing him to shiver. Enraged, the Evil Manta cast his gaze about, looking for the source. There was only one thing that could make him feel like that, and that thing was pure, undiluted harmony, be it in song, in magic, or in some other form. Though for all the revulsion he'd developed for it over the years, it had never felt quite that strong.

The source was a ship that had sailed in overhead: a massive vessel, much bigger than even the royal fare the Evil Manta had seen. How could a boat of surface-dwellers have generated that much harmony? Were they all singing and dancing on deck? No, there was something more, the Evil Manta realized. For this boat had simply not been there but a moment ago. It hadn't had the time to just sail into view. It had appeared, as if from nothing. He growled at the bottom of the ship, cursing whoever and whatever was aboard, for obviously they carried a power not known to the Evil Manta, and possibly not of that world.

Then he forced a smirk back onto his face. "I've a bit of a sinking feeling you're about to regret sailing into these waters," he told the underside of the vessel before speeding up toward it. His symptoms increased, his headache worsening, but he was determined to reach that boat and bring it down nonetheless. His tail charged up with hundreds of volts of electricity.

When the Evil Manta reached the ship's hull, he spun about, lashing his tail at the seemingly wooden surface. With one stroke, he was able to carve a large gash in the vessel's side, causing it to take on a lot of water. Planks, gears, and crystals fell from the wall, floating through the upper waters. Half satisfied, the Evil Manta propelled himself to the other side of the ship, making a matching gash there. He let himself smile all the more broadly; this ship was going down.

All the same, he couldn't be too careful, and he knew it. Leaving the Starlight to its fate, he plunged back down into the depths, making a course for a location he knew to be a safehouse between Atlantica and the Sargasso.

...

When the Starlight had arrived upon the new world, its six sailors had been all too eager to rush to the surface and get a look at their surroundings. The ship had emerged from the mist onto a clear blue sea that sparkled beneath the sunlight, stretching out in all directions, disturbed only by a light wind that kicked up tiny waves.

"My, my…" Rarity was awestruck. "It's absolutely gorgeous."

"I can't remember the last time I saw something that blue!" Pinkie emphasized. "I mean, I remember the last time I saw something that was as red as this is blue, and something that was as green as this is blue, but that's not relevant."

"Bit chilly, don't'cha think?" Applejack pointed out, pulling her robe fabric closer around her skin.

"I believe I have some jackets stowed away that I made on our trip that we didn't realize was to the Labyrinth," Rarity recalled. "I'll go and fetch them. You can all just stay here and enjoy the view!"

She scuttled belowdeck, hurrying toward her studio to retrieve the jackets. As she did so, she was suddenly thrown from her feet to the ground; something had hit the ship. By the time Rarity got her bearings, realizing that the Starlight seemed to be that much more crooked, a loud alarm bell was beginning to sound. "What in…"

Then the second jolt came from the other side, throwing her against the far wall.

Twilight rushed down past Rarity with Fluttershy, Pinkie, Rainbow Dash, and Applejack in tow, screaming, "WE'VE BEEN HIT!" Rarity quickly fell into step, hurrying along to see the damage done.

"What d'ya think hit us?" Applejack asked in concern.

"I don't know!" Twilight moaned. "But it came from underwater!" Her mind was filled with images of Alecto and her monstrous tentacles.

They all reached the room where seawater was rapidly seeping in through the first hole in the wall. The gap revealed severed wires, fruitlessly spinning cogs, and the odd crystal sticking out of the hull; the wall had apparently been thicker than any of the six had known. Twilight immediately patched the hole over with a plate formed of magenta magic, pouring her focus onto holding it still.

"There was another one," Rarity reminded her. "It seemed to have come from the other side of the ship!"

A mad dash to the site of the second attack revealed the other place the Manta's tail had cut through the Starlight's hull. There had been more time for seawater to enter from there. Twilight sealed it off as quickly as she could, now strained from having to hold up two magical constructs on opposite ends of the ship.

"Those walls were huge!" Rainbow Dash pointed out. "What could have BROKEN them?"

"Somethin' that ain't happy we're here," Applejack told her.

"Twilight?" Fluttershy asked in concern, noticing beads of sweat breaking out on her friend's face. "Are you okay?"
"I'm fine," Twilight panted. "Just trying to focus on keeping the patches up. How far away are we from shore?"

"I'll find out!" Applejack cried, rushing back to the control room. All but Twilight followed. Twilight took a seat in the outer hall, relaxing more of her body in order to have more strength for her spells.

The map screen in the control room flickered and jolted. Applejack supposed that the damage done to the mechanisms in the ship affected its servers somehow, thinking about the exposed wires and the cogs. When the image onscreen did hold still, it showed a coastline some distance away. "I'm gonna try and get us on course for that land," Applejack announced. "Pinkie Pie, you're good with the mist engine, right?"

"Right!" Pinkie chirped.

"Then go see if you can get it to move faster!" she commanded. "If we don't find someplace to beach this thing before Twilight runs outta energy…"

"I'MONIT!" Pinkie squealed before taking off like a bullet down the hall. At the end of her beeline was the mist engine, which still churned tranquilly away as though nothing had happened.

"Okay, mist engine!" Pinkie tapped the device with a curious finger. "Let's see what you're made of!"

The engine had several dials and valves upon it that Pinkie hadn't noticed on it the first time around. Experimentally, she twisted a few of the valves, waiting to see the results of her actions. When she turned one particular dial, the Starlight suddenly jolted forward, careening through the water.

"THAT oughta do it!" Pinkie remarked, satisfied.

Applejack was relieved to see the Starlight pick up speed on its way to the coast. Once it was near enough, she ordered, "Rainbow Dash! Go tell Pinkie to slow us down before we hit land too hard!"

"Right!" Rainbow Dash zipped down the hall, finding Pinkie at the engine. "Turn it down!" she told her friend. "We made it!"

"Right-o, navigation officer Dash!" Pinkie relocated every dial she'd fussed with in order to achieve the current speed and set it back to its base position. The Starlight slowed down, gently beaching on the coast.

Twilight had closed her eyes in order to put her mind on both patches. When she felt a light tap on her shoulder, she jolted, her eyes flicking open to see who had gotten her attention.

"We're on land," Fluttershy informed her.

Twilight automatically let go of both patches, and the lower level of the Starlight flooded slightly more. However, due to how the ship had landed, most of it was above water, and the danger of sinking had passed.

...

THE TIDAL ABYSS, THE SEVEN SEAS

The Evil Manta winged his way toward a rock fortress, situated on the ocean floor among steam vents and rock pillars, carved in the shape of a sea dragon. Its open mouth, the cavern aperture, emitted a soft lavender light that both dared and beckoned anyone approaching to enter.

Already, the Evil Manta felt more comfortable in his skin. Whatever the disturbance he had encountered earlier was, it was gone now. Instead, he was surrounded by calming darkness and the heat from the vents. He did not hesitate to enter the mouth of the stone sea dragon, creeping down a long corridor of stone. Sea worms hid in the shadows, watching him with mournful eyes and moaning plaintively. The Evil Manta only laughed at their plight, for he knew they had once been merfolk, taken in by loopholes in spells they thought they had understood.

The Manta halted at the end of the corridor; there was somewhat of a commotion in the main cavern, as signaled by the flashing lights that indicated magic was being combined. The Manta peered in, seeing Ursula the sea witch at work, whipping potions and their ingredients out of caverns and tossing them into her cauldron to create something new. Every time a new component entered the brew, there was another flash of light. The witch's deep green moray eel familiars, Flotsam and Jetsam, watched intently as their mistress danced, rocking to a rhythm as she went about her work, singing out in her deep and melodious alto: "I'm headed straight for the castle. They wanna make me their queen. And there's an old man sitting on the throne that's saying that I probably shouldn't be so mean…"

"Missstressss," Flotsam interrupted, fixing his eye on the corridor.

Ursula knew at once that she had a visitor. Turning to face the same direction as the eels, she caught a familiar outline in the dark corridor: shadow on shadow. "Why, Daddy dearest," she greeted, "I should hope you don't feel the need to be shy from me. Come in, come in!"

The Evil Manta glid into the chamber, pleased to have been invited so warmly by his eldest child. "You know, you remind me more and more of your mother every day," he complimented.

"Now, Daddy, there's no need to be a sap about it," Ursula replied. "Not to mention that I've far outdone Mumsie in the magic department."

"She was beautifully cruel," the Evil Manta agreed, "but you are even more wicked."

"If you're here to ask how the latest scheme is going," Ursula informed him, "you're out of luck." She reached into her cauldron, retrieving a glowing crystal. "I've been hard at work putting the more magical elements into place, but we're still lacking the fishpower to keep the situation under control. I've put Morgana in charge of that, and hopefully, she won't screw it up as badly as she does everything else. And on that note…when ARE you going to bring our brother to visit?"

"Er…" The Manta found himself caught off guard. The topic of Little Evil was something he wanted to avoid around Ursula for as long as he could get away with, which he knew wouldn't be all that much longer. "He's busy at the moment. You know how children are. Chasing after every potential evil scheme they can find, going after everything they see in the Evil Eye before they learn to be more selective."

"Indeed," Ursula replied with suspicion.

"I'm here after somewhat of a different matter." The Evil Manta put his fingertips together. "I encountered a rather strange force on my way back from stirring up mayhem in Ablow Kadablow, and I had wondered if you had ever come across any knowledge on the subject."

"Describe this…'force,'" Ursula commanded.

"I felt as though I was hearing a chorus of singing," the Evil Manta growled, clenching his hands into fists. "At the same time as a round of joyous…LAUGHTER!"

"You know how they get in Atlantica," Ursula sighed. "They're ALWAYS singing and laughing."

"This was different," the Manta insisted. "It was stronger. And I didn't literally HEAR anything. It was as if someone had taken harmony and made magic out of it!"

"Harmony magic…" This caused something to click in Ursula's memory. "Do go on."

"It was coming from a surface-dweller's ship," the Evil Manta continued. "So I broke the hull. If we're lucky, whatever it was is now at the bottom of the sea. But that ship came from nowhere! It didn't just SAIL in!"

"And I suppose you think it came from another world," Ursula filled in.

"I do," the Manta growled.

"It just so happens I've read of something that fits that description." Ursula flitted across the cavern to where several scrolls of golden waterproof parchment enhanced by magic were rolled up on a shelf. She selected one from the center of the stack, unrolling it to reveal a diagram depicting five gemstones arranged around a sixth. "You haven't heard of the legend of the Elements of Harmony?"
"Elements of Harmony!" the Manta repeated. "It sounds…REPULSIVE!"

"It would be, to you," Ursula informed him. "The Elements are harmony in physical form. Kindness, loyalty, honesty, generosity, and laughter, all combined together to fuel pure magic."

"I…LOATHE…those things," the Manta emphasized.

"I know you do, Daddy." Ursula rolled up the scroll. "Though if we're dealing with the Elements, that could pose a serious problem to our plan. Its bearers come from another world. And they're usually the sort who don't take kindly to wars or violent revolutions. You see how this puts us in a bit of a…predicament."

"What are we to do?" the Evil Manta asked sternly.

"Well, we could hope they just stay on the surface and mind their own business," Ursula suggested with a shrug, "though that would only prolong the inevitable. Sooner or later, they always end up down here, meddling with things they should know better than to meddle with. Perhaps the way to deal with this problem is to give them exactly what they want: a chance to play hero."

"A chance that will come with a price?" the Evil Manta filled in.

"Exactly," Ursula told him. "If they really are carrying those wretched Elements, they'll be smart. There'll be no point in trying to lie to them. That's why I'll tell them the absolute truth…without leaving anything to chance. You know what they say: you catch more flying fish with sea grass than coral slime."

"And if they don't have the Elements after all?" the Manta asked.

Ursula smirked. "Then they'll be easy enough to destroy." She chuckled to herself. "It's a good thing I was planning an excursion to the surface anyway. There are some spells you just can't get underwater, you know."

She began to let out a long and hearty laugh, and as the Evil Manta always did appreciate an evil laugh, he joined in immediately, and together, their voices echoed through the abyss.

...

ASHMARK, THE SEVEN SEAS

The Starlight was grounded on a bare and rocky beach, with only a sparsely grassy plain adjacent. Its six passengers were once again on deck, but this time with a much grimmer outlook.

"I never thought about what would happen if the Starlight got damaged," Twilight admitted. "I don't know the first thing about fixing it."

"Perhaps the people of this world do," Rarity suggested, looking to the left of where they'd washed up. "Look! There's some sort of town!" She pointed to where a great pearl-white castle overlooked the sea a mile down the beach.

"And hey, at least we're obviously here for a reason," Applejack pointed out. "We probably wouldn't need to go anywhere for a while."

"But when that mission's over," Pinkie moaned, "then we won't ever be able to go home again, and we'll be stranded here forever, unless we try to get the ship into space without it touching water, but for all we know, it might just drop into the endless void and no one will ever hear from us again because we're hurtling to our certain doom for all eternity!"

"I don't like the sound of that," Fluttershy piped in.

"We're not going to hurtle into certain doom for eternity," Twilight sighed. "We're going to get this figured out. I already have a few ideas. Rarity, you should probably go explore that kingdom over there and see what you can find. You'll need to collect research for our clothes anyway."

"Ooh! OOOOOH!" Pinkie raised a hand. "Can I go with?"

"Only if you promise to keep a low profile," Rarity told her.

"Oh, I can do low-profile," Pinkie agreed; her mustache was already affixed to her face by way of disguise. As silly as that was, Rarity recalled from Pinkie's efforts in the Crystal Empire that she could be quite stealthy when she wanted to be.

"I think somepony should check what's down the other direction on this beach," Applejack brought up.

"Then you'll be in charge of that," Twilight informed her.

"Do you mind if I go with you?" Fluttershy asked. "I think a walk on the beach is something I need to calm down a bit."

"Sure thing," Applejack told her. She moved toward the gangplank to begin her trek, and Fluttershy followed. "We'll be back soon."
"As will we!" Rarity strode gracefully off the deck while Pinkie darted along, looking for places to hide in advance.

"So what're we gonna do?" Rainbow Dash asked Twilight.

"We're gonna call a friend," Twilight informed her.

...

The seaside kingdom was filled with pristine white houses topped with bright red-orange roofs that complemented the blue sky overhead. Cobblestone roads led through wide streets and squares with fountains at their centers. The city was filled with life: puppeteers enacted shows for crowds of eager children at small wooden stages while street musicians played for pedestrians to dance to. There were plenty of landmarks for Pinkie Pie to hide behind, such as walls and booths, but Rarity soon deemed that there was no need to be all that careful, as their robes didn't seem to be too far away from the style of women's dress that was popular there, all loose, flowing skirts.

As Rarity took mental notes on the specifics of the fashions present, Pinkie meandered around one of the larger town squares to get a look at everything else there was to offer. She soon found a painter working on her canvas in the open air, making a detailed mural of a seascape with several beings twisting and cavorting in it.

"That looks great!" Pinkie Pie complimented, looking over the artwork. She recognized most of the depicted creatures as mermaids, such as could be seen in Notland. "Are those fin-folk?"

"I suppose that's one word for them," the artist replied happily. "This is a painting of all the legends of the sea." She looked at Pinkie's loose garb. "Are you from Ashmark?"

"Nope!" Pinkie shook her head. "I'm from…two kingdoms over."

"Then you probably don't know of our legends."

"Not a one!"

"Well…" The artist pointed to a regal merman in the center of the painting. He was depicted with a flowing white beard, which struck Pinkie as odd; the merfolk in Notland had only been youth. "This is King Triton. They say he controls all the sea and its storms. When the weather is good, King Triton is happy, but when the sea is rough, it means he's been angered." Her finger then floated around the canvas to indicate various mermaids and mermen. "They say he has many children, though the legends never quite agree on exactly how many." Next, a dark tangle of tendrils. "Then there are sea witches. No one knows exactly what they look like, but they're not merfolk, and they cause even more trouble than Triton. And then…there's this." She motioned to a dark shadow she'd illustrated near the sea surface; it had large wings and a thin, whipping tail, but no other defined features. "This is a ship-sinking monster that's only just started to get stories told about it. Only a few people have seen anything like it. They say it's like a manta ray, but it only ever attacks and causes trouble."

"The sea sounds like a dangerous place," Pinkie mused.

"It is," the artist confirmed. "But I think that's what makes it so beautiful."

"Well, keep up the good work!" Pinkie chirped.

"Thank you!" the artist replied.

Pinkie met back up with Rarity in the square's center, near the fountain. "I think I have all the information we need," Rarity announced. "Unfortunately, it doesn't look like this kingdom in particular has the, er, mechanical advancements required to fix our vessel. Did you find anything interesting?"

"Apparently the people around here tell a lot of stories about what lives in the ocean," Pinkie reported.

Ursula, as she'd told the Evil Manta, had wanted to make a visit to the surface for a while, and now she had the opportunity. If the land-dwelling victims of the Manta's attack were still alive, she thought, they would probably make way for Ashmark, since it was the largest civilization for quite some distance. So she donned the visage of the thin brunette woman once more in order to traverse the land. The human form was an inconvenience, and it had taken her a few tries when she first donned it to figure out how to keep balance on only two legs instead of a full set of tentacles, but it was inconspicuous among the crowd, and that was what mattered for her purposes. Upon setting foot within the kingdom's borders, she'd already sensed a powerful new magic, and her suspicions about what the Manta had experienced were only becoming more and more prominent in her mind.

She was able to track these sensations of magic to the square, where she saw Rarity and Pinkie discussing ocean legends of Ashmark. They were dressed oddly for Ashmark, and neither had hair of a color typically found on surface-dwellers, but beyond that, Ursula had no proof of anything…until her eyes flitted to the sparkling amulets they wore. Even from a distance, she could tell they were the gems that gave the Elements physical form. So she'd been right. To use a metaphor that would make most of her underwater fellows cringe, she now had something to cast her line at; all she had to do was bait the hook.

Putting on an air of caution, Ursula approached the chatting pair, listening to Pinkie recounting everything she'd seen in the painting. "And then she brought up some kind of evil manta ray," Pinkie was saying, and what better time to break in!

"Excuse me," Ursula interrupted.

"Oh?" Rarity and Pinkie turned to see who had addressed them.

"I couldn't help but overhear your fascinating conversation about the ocean legends of this kingdom," Ursula told them. "It's been a subject that has always fascinated me, to say the least."

"Is everything underwater out to get you in this place?" Pinkie asked.

"Oh, goodness me, no," Ursula replied, her tone sugar-sweet. "The merfolk in particular are peaceful people. And while sea witches may get a bit of a bad reputation, their magic is helpful! Though I can't say anything in favor of that Evil Manta…"

"How do you know about all of this?" Rarity asked.

"I'm simply an enthusiast for legends!" Ursula insisted. "Not to mention I'm of the mind that every legend is rooted in truth."

"What would you say if I said we were wondering if one of those legendary merfolk or sea witches sank our boat?" Pinkie Pie brought up. "Because our ship was just wrecked under reeeeeaaaaaally weird circumstances."

"I would say," Ursula replied in a hushed tone, "that this is a conversation best not had in the open square."

Rarity spotted a side street that was currently unused. "Follow me."

When the three were situated in a more private setting, Ursula explained, "King Triton isn't a fan of humans, but he wouldn't sink ships. Nor would any sea witch. The only thing that could have wrecked your ship is the Evil Manta. He loathes everything good, and he absolutely delights in causing mayhem. To him, seeing a new ship on the water is like seeing a new toy he can play with…and break."

"Pardon my presumption," Rarity said with suspicion, "but as I said, you do seem to know an AWFUL lot about these legends. That, combined with your request for privacy, makes me want to know where you're getting your information."

"Oh, dear!" Ursula put on a tone of surprise. "Have I really said so much? I'm only repeating what I've been told – "

"If you happen to know anything because of magic," Rarity whispered, "it's all right. You can tell us. We know things because of magic as well."

Ursula smiled broadly at Rarity and Pinkie's amulets. Indeed, they did. "So you've found me out."

"Found what out?" Pinkie asked.

"We can't discuss it here," Ursula insisted. "There are still too many eavesdroppers who could…meddle. Outside the kingdom walls would be more comfortable. In fact, why don't you bring me to where you crashed? You see, if you were brought ashore by the Evil Manta, I might be able to help."

Rarity and Pinkie Pie looked to each other, each wondering if trusting this woman was a good idea. They unanimously decided that it was better to give her the benefit of the doubt. After all, this was how they'd met many another friend. "All right," Rarity resolved. "We'll bring you to our ship. And on the way, perhaps you can tell us exactly what you know."

"Only if you promise to keep it to yourselves!" Ursula insisted. "I can't have my reputation tarnished! If the others find out, they'll make an outcast of me!"

"Oh, you poor dear…" Rarity replied sympathetically. "It must be difficult to live in a place where they don't readily accept magic."

"Well, this place doesn't," Ursula told her. "My OTHER home is a bit more tolerant. We'll talk on the way."

"That we shall," Rarity resolved, extending a hand. "I'm Rarity, by the by."

"And I'm Pinkie Pie!" Pinkie didn't wait for Ursula to extend a hand; she reached out and grabbed her right hand, pumping it enthusiastically.

Forcing a smile despite the pink-haired one having forcefully jolted her hand, the sea witch replied, "Ursula."

...

In the opposite direction from Ashmark, the beach stretched out along a coast of serene water without too many landmarks besides jutting, sand-colored rocks. Applejack and Fluttershy hadn't yet found too much noteworthy, but they had to admit it was lovely weather and scenery for a stroll.

Partway through their walk, they became aware of a slight cacophony of sounds coming from around one of the rocks. There was a frantic beating of wings and annoyed cawing, sprinkled in with the occasional "Gol darn it!" and "All right, you…"

Fluttershy was the first to put on speed. Round the corner, she saw the source of all the noise: a seagull had gotten his foot tangled up in a discarded fishing net, ragged and torn. The gull was rather frustratedly trying to shake the net off from midair, muttering his complaints all the while.

"Oh!" Fluttershy gasped. "Let me help you with that!"

"Huh?" The seagull turned his head toward Fluttershy, startled to see the pair of humans. "Nah, sweetie, I got this."

"Are you sure?"

That question caused the gull to double-take. "Huh," he remarked, landing on the sand. "Y'know, I've talked to a lot of humans before, but I've never had any actually listen."

"Well, we're not exactly…" Applejack stopped herself before revealing to this complete stranger that she wasn't truly human. "…Bad listeners."

"Well," the gull sighed, "so long as you're offerin' help…"

Fluttershy gave a sympathetic nod before kneeling next to the gull and reaching for the net. Delicately, she untangled the ropes from around his foot. "There," she said with finality. "Now you're free."

"Thanks, sweetheart!" The gull jolted into the air, treading with his wings to stay at the women's head level. "Embarrassin', really. I was just tryin' to salvage this here tangledinger – "

"That what?" Fluttershy asked, standing back up.

"Y'know, your standard issue tangledinger," the gull explained. "You humans would know. You use 'em all the time to hang jewelry on."

"It looks like a net to me," Applejack pointed out. "For catchin' animals."

"A 'net,' huh…" The gull thought it over.

"It did catch you," Fluttershy pointed out.

"So it did!" the gull admitted. Eager to change the subject from his misidentification of the net, he asked, "So what brings you ladies down to this particular beach?"

"It ain't the nice weather, I'm afraid," Applejack sighed. "Our ship got wrecked out at sea, and we were barely able to hold it together long enough to get here. We gotta get it fixed before we can even think about goin' home."

"Well, maybe I can help!" the gull volunteered. "I know a fair bit about human things. I'm guessin' your problem is somethin' to do with a busted floaticky."

"Um…I think we have the situation under control," Fluttershy said politely. "Though it was scary. Something tore right through the boat from underneath. There aren't any…sea monsters out in those waters, are there?"

"Oh, plenty of sea monsters!" the gull confirmed.

Fluttershy whimpered.

"But a lot of 'em are nice ones," the gull went on. "Then you got yer merfolk, and they're pretty friendly, so long as you're not a bird or a human. They don't like birds and humans. All except Princess Ariel. That girl's one in a million. The rest of 'em would probably go into a humongous panic and throw all kinds of sharp things if they saw ya…but only if they thought you were tryin' to fish for 'em. You're not doin' that, are ya?"

"Nope," Applejack stated. "Fluttershy here wouldn't lay a finger on a fish."

"Fluttershy, huh?" the gull repeated. "Nice name."

"Thank you," Fluttershy replied with a nod. "What's yours?"

"The name's Scuttle!" the seagull announced proudly.

"And I'm Applejack," Applejack finished off.

"Now, hmmmm…things that destroy boats…" Scuttle thought it over. "You're probably dealin' with the Evil Manta. I bet that tail of his could rip right through a boat!"

"The Evil Manta?" Fluttershy repeated. "That sounds…"

"Well, evil," Applejack supplied.

"Oh, BELIEVE me, he's evil!" Scuttle emphasized. "Ariel told me all about him. He HATES everything good. Singing, dancing, laughter, harmony…if he finds any of that, he'll destroy it!"

"Did you just say he'd destroy harmony?" Applejack asked.

"Yup!" Scuttle confirmed. "Harmony is his LEAST favorite thing!"

"Well, that'd explain why he went after us," Applejack sighed.

"This Ariel sounds like a good friend of yours," Fluttershy pointed out.

"Oh, you'd love the kid!" Scuttle emphasized. "She's the real adventurous type! Always on some quest or another. I'd say you should meet her, but that's probably not gonna happen, seein' how's you're humans, and she's a mermaid, and humans aren't…supposed to know…mermaids…are real." It sank in. "Heh. Probably shouldn't'a told you all that, then. In my defense, as I said, I usually don't have to watch what I say! Humans don't listen!"

"It's all right," Applejack told him. "Actually, we've seen mermaids before. This ain't really a surprise."

"Ya have?" Scuttle was awed. "And lived to tell about it?"

"We almost didn't," Applejack admitted. "These were mermaids from, uh, a different part of the world. They didn't really hate humans…they just got mad when they thought we were tryin' to steal from 'em."

"Which we weren't!" Fluttershy emphasized.

"Well, WE weren't, anyway," Applejack sighed, her mind flitting back to Loki's aggravating grin.

"I'd love to discuss the details," Scuttle said, "but I got places to be. Birds gotta fly, y'know. Good luck with your floaticky!" He rose a few feet higher in the air.

"Thank you for helping us figure things out with the Evil Manta!" Fluttershy called up to him.

Scuttle only briefly wondered if he'd put that information in the wrong hands, but figured he most certainly hadn't. They seemed like nice people. With a caw, he wheeled higher into the air.

...

While Rarity, Pinkie, Applejack, and Fluttershy made their sojourns into the outer world, Twilight and Rainbow Dash returned to the control room. Screens still flickered, the images upon them jolting in and out of position, occasionally zooming in or out or being replaced by a blur of colored stripes.

"That circuitry downstairs must have connected to this somehow," Twilight observed.

"I guess there's still a lot about this ship we don't know," Rainbow Dash admitted. "Seriously, what was with all those gears and stuff?"

Twilight was by then fiddling with the radio controls. "Good. This still works." She quickly faced Rainbow Dash. "We may not know that much about our ship. But there's somepony out there who probably knows more than us about it. And as of our last trip to his world, more than Celestia."

"Tony!" Rainbow Dash realized.

"Exactly," Twilight replied. "I'm not sure what he could do from that far away, but he might be able to offer some advice at least."

As the radio came into frequency, there was a pause of slightly nerve-wracking anticipation before the other line was picked up. "You've reached Avengers Mansion! This is the one and only Wasp speaking!"

"Jan!" Rainbow Dash replied eagerly. "How's it goin'?"

"Is that you, Rainbow Dash?" Jan replied.

"Yup!" Rainbow Dash confirmed. "And I've got Twilight with me."

"Where's everybody else?" Jan wondered.

"Well, we kinda ran into trouble," Rainbow Dash admitted. "Everypony else is trying to figure out how to fix things. We were hoping to talk to Tony, since it involves the ship kinda…being…crashed."

"I'll go get him," Jan promised. "I'll be back before you can blink!"

There was a momentary buzzing, and Twilight and Rainbow Dash both knew Wasp had shrunk in order to get to her destination as quickly as possible. Within a few minutes, the voice they'd sought, that of Tony Stark, came over the radio: "So Jan tells me you broke my ship?"

"YOUR ship?" Twilight replied. "You just worked on it! We're the ones who fly it!"

"Calm down," Tony sighed. "It was a joke, okay?"

"I got it!" Rainbow Dash volunteered.

"So what happened?" Tony asked.

"We turned up on this new world," Rainbow Dash explained, "and while we were out on the ocean, something punched through the bottom of the boat. Twice. There are wires and weird gears everywhere. The screens in the control room are going nuts."

"Hang on." There was the sound of plastic sliding on plastic, then fingers on computer keys.

"What are you doing?" Twilight asked.

"When I installed the upgrades on your ship," Tony explained, "I added in a backup circuit that linked the computers there to the system here. I'm not spying on you or anything. Couldn't if I wanted to. But it is my tech, so I wanted to at least be able to figure out where it was going. I'm trying to see if I can grab your spacetime coordinates."

There was another anxious pause. "Whatever got you REALLY damaged your circuits, didn't it?" Tony remarked. "I'm on my third try, and I haven't gotten…okay, there we go. Now I know where and when you are."

"How is that going to help us?" Twilight asked.

"I'm working on it," Tony told her. "What I need you to do right now is see if you can get a camera feed on your control screen. There should be cameras in most of the rooms."

"He really does know more about our ship than we do," Rainbow Dash whispered.

"I'll try," Twilight resolved, moving toward the haywire screen. It took some doing, but she was eventually able to pull up a few windows of camera views into other rooms onboard, including the two flooded rooms, which she knew Tony was looking for. "Okay. I've got them. I'm guessing you're looking for the broken parts?"

"I'll walk you through patching those feeds through to me," Tony told her. "I just wanna know exactly what we're looking at. By the way, see if you can access any backlog while you're at it. The cameras weren't my addition, so I'm not sure if they run on storage units. I tried messing with them, but they were routed through some weird system with rocks. Yeah. Rocks."

"Probably crystals," Twilight clarified. "I…think I found how to access backlog, but it's not doing anything."

"Figures that would be shot," Tony muttered. "There were no real onboard servers. Everything was run through the hull. I tried to keep with the theme when I installed the updates. So if the hull got damaged, that would mean bad news for the rest of the ship. Which would be a serious design flaw if the hull wasn't near impenetrable. Whatever did your damage, it's a serious powerhouse. The reason I wanted backlog was to see if we could get a look at the perp."

"Looks like that's not gonna happen," Twilight sighed.

"Right. So, try and see if you can get a connection…"

Rainbow Dash wasn't able to follow anything Tony or Twilight said for the next few minutes as they traded off the camera footage. The first thing either of them said that wasn't jargon from that point on was when Tony got a good look at the stills from the cameras: "What. The. HELL? So…HOW aren't you all dead right now?"

"With a lot of luck," Twilight responded.

"So what's your plan?" Rainbow Dash asked.

"I think I can send a drone to your coordinates," Tony replied. "It'll come packaged with the things it looks like you'll need to patch up those holes. When it shows up, just radio me, and I'll talk you through doing the heavy lifting. No way of knowing exactly when it'll get there, though. If it hasn't shown up after a week, radio me anyway so you don't end up waiting a year."

"That's the thing," Twilight sighed. "We don't know if a week for us is gonna be a week for you."

"So we ballpark it," Tony told her. "A week your time. I'm guessing you'll probably have stuff to do while you're there anyway."

"The mists do send you where you need to be," Twilight recalled. "Anyway, sorry for calling you just for this."

"Eh." Though they couldn't see him, Twilight and Rainbow Dash could tell Tony was shrugging casually. "That's business. I'm gonna get to work on this. Meanwhile, you just do what you do best."

"Can do!" Rainbow Dash proclaimed.

"Thanks for everything," said Twilight.

"No problem," Tony replied. "Got your back." With that, he signed off.

"What now?" Rainbow Dash asked.

"I guess we wait," Twilight suggested. "Let's go up on deck and see if the others are on their way back."

...

Ursula, Rarity, and Pinkie Pie were alone on the road back to the beach. "You see," Ursula began, "I have a very special relationship to the ocean. One could say I practically live there."

"Do you?" Pinkie asked. "Because how else would you know that much about it? I think you LITERALLY live there!"

"Caught red-handed, I see," Ursula remarked. "I know that much about what lives under the sea because I'm one of them."

"My, my," Rarity replied, "that's a rather big thing to trust us with right off the bat."

"It is, isn't it?" Ursula said with a forced tone of worry. "One worries about what would happen about that information ending up with someone untrustworthy."

"Well, I'm not sure how we can specifically prove you can trust us," Rarity told her, "but we aren't exactly from around here either, and we don't just mean from another kingdom." She let both her bow and her whip materialize in her hands. "See?"

"Those are instruments of strong magic," Ursula observed. "I know you didn't get THOSE in Ashmark. I'd had a feeling."

"We were rather transparent as well," Rarity admitted.

"So what's up with that Evil Manta?" Pinkie asked. "Does he just go around sinking ships because he feels like it?"

"More or less," Ursula answered. "They don't call him the EVIL Manta for nothing, you know. He's terrorized the kingdoms under the sea for a long time. We'd managed to seal him away for several years, but…some idiot let him out to swim free again."

"Given what he did to us," Rarity pointed out, "I shudder to think of what he's done to the merfolk and the sea witches."

"He spreads prejudice and destruction wherever he goes," Ursula explained. "Everything from turning the fish in the sea against each other to attempting to steal the trident of the king of Atlantica. That's the largest kingdom of the merfolk, you know. If only we had a hero who could end his reign of terror!"

"So THAT'S why we're here!" Pinkie cried. "We get to stop the Evil Manta and save Atlantica!"

"In which case, it's rather inconvenient that we ended up among humans on land," Rarity sighed.

"More than inconvenient," Ursula clarified. "Merfolk and humans aren't on the best of terms. After all, humans fish all of the merfolk's friends and pets away. And more than one mermaid has died at the hands of humans. King Triton…that's the king of Atlantica…has practically declared war on all humans. But he's only trying to do it to protect his kingdom and his darling daughters."

"But we can still help out, right?" Pinkie asked.

"I'm afraid that even if you could breathe underwater," Ursula reminded her, "Triton would chase you out of his kingdom with trident blazing before you could so much as get close to the Evil Manta."

"But surely," Rarity argued, "once he realizes we're on the same side – "

"I'm afraid there's no reasoning with him." Ursula shook her head. "The only way for you to be able to enter his kingdom is as sea creatures."

"Maybe Twilight has a spell for that!" Pinkie Pie gushed. "Didn't you say she turned herself and Richard into Breezies back in the Labyrinth?"

Rarity shook her head no. "Transfiguration of living things varies incredibly by what you're trying to turn into. I've never turned anypony into a Breezie or a sea creature, but Breezies have the same form as ponies, and nothing would change about the way they breathe. We'd have to transform into something with gills, and most certainly something that's a long distance away from a pony or a human."

"Well," Ursula broke in, "I was hesistant to say anything, but if you really, truly want to see the kingdoms of the ocean…"

"Ooh, we really, really, really do!" Pinkie gushed, an extra spring in her step now. "It all sounds so beautiful and fun and exciting! …And I wanna stop the Evil Manta, of course."

"Then I may have a solution to offer," Ursula said rather cryptically.

"Why don't you tell us about it when we're all together?" Rarity suggested, pointing ahead to where the sails of the Starlight were visible.

"But of course!" Ursula said joyfully; already, they were falling right into her clutches as planned.

Applejack and Fluttershy beat them to the ship, heading up to the deck. "Find anything?" Twilight asked.

"Just a seagull that needed our help," Applejack answered. "He told us some pretty interestin' things about how stuff works around here."

"Like what?" Rainbow Dash asked eagerly.

"Apparently, they got mermaids on this world," Applejack stated, "but humans ain't exactly friends with 'em."

"Did somepony say 'mermaids'?" Pinkie asked, bounding onto the deck with Rarity and Ursula in tow. "Because we were just talking about mermaids! And all sorts of stuff that goes on underwater!"

"Who's your friend?" Rainbow Dash asked, looking at Ursula with suspicious eyes.

"Oh, you mean Ursula?" Pinkie Pie replied. "She's reallyreallyreally cool! She lives underwater, but she comes up on land all the time, and she knows EVERYTHING about the underwater legends! Like the Evil Manta, which is probably what sank our ship!"

"The seagull mentioned an Evil Manta too," Applejack brought up, and Ursula inwardly cheered; she'd apparently just gotten validation from an outside witness. "Sounds like that's what gave us all that trouble."

"Wait, what's all this about a Manta?" Twilight was confused.

So Applejack, Fluttershy, Rarity, and Pinkie Pie each told their parts of what had happened while they were out, from the beginning, as Ursula observed. And Twilight, in return, spoke of speaking by magic to a friend she referred to as "Tony" and claimed, probably for the sake of Ursula's presence, was from another kingdom, though Ursula was sure he too was from another world. She had been able to confirm that she was in fact in the presence of the six bearers of the Elements of Harmony, counting amulets.

"Tony said he would try and…send us something to fix our ship," Twilight concluded, "but it'll take a while to get here, so we should take a look around in the meantime. And it sounds like there are things happening underwater that could use our attention."

"But you have a spell for that, right?" Pinkie asked Twilight. "Something that could change us so that we can breathe underwater and aren't humans?"

Twilight shook her head. "If I had a spell like that, I would use it a lot more often."

"Then perhaps I can offer some assistance," Ursula broke in. "You see, I'm more than your average ocean-dweller. I happen to know a thing or two about magic myself. In fact…you could call me a sea witch."

"Are you saying you could transform us?" Twilight asked.

"Most certainly," Ursula promised. "You'd become sea creatures in the blink of an eye! Then you could explore the ocean to your hearts' desire!"

"How would you do it?" Twilight asked.

"Well, first, I'd have to take you to my cavern," Ursula explained. "That would also give you a taste of what it's like down below."

"Hmm…" Twilight stared Ursula down, thinking it over. She was offering them an awful lot for having met them so soon, and giving them a lot of information, too.

"You don't trust me," Ursula called out.

"We only just met," Twilight reminded her. "I hope you'll forgive me if I'm not sure how much of what you said is true."

"But Scuttle said all the same things about the mermaids," Fluttershy reiterated.

That was a point Twilight couldn't deny.

"Please, Twilight?" Pinkie asked with shining eyes. "There's practically a whole world down there, and they need our help! And we're not humans anyway, so turning into something else would be great for us to be able to get to talk to everypony else!"

"Well…" Twilight sighed. "All right. So which way is your cavern?"

"Right…this way." Ursula gestured to the left, and a portal made of Darkness appeared. To Apparate at the Speed of Darkness was one thing; to create a Corridor that others could walk through without making physical contact was something more difficult still.

The six didn't really like the looks of the Corridor now that it was presented to them. Twilight couldn't put a finger (or a hoof) on it, but something about it seemed to not be quite right. Still, she'd already taken the initial deal, and she was now more curious than ever to see where this portal led and perhaps even find out why it didn't feel like an ordinary portal. So she confidently strode ahead, the first to cross the threshold. One by one, Rainbow Dash, Rarity, Pinkie Pie, Applejack, and Fluttershy followed.

When Ursula made her way into the Corridor, it disappeared entirely, leaving no trace that anyone had been aboard the Starlight.

...

THE TIDAL ABYSS, THE SEVEN SEAS

When Twilight emerged on the other side, she gasped. Then she immediately regretted having done that, as she wasn't sure if she was working with a finite air source. She'd entered an enormous bubble suspended underwater. Outside the bubble was Ursula's cavern, featuring a glossy mirror, a counter lined with bottles and makeup implements of all sorts, a wall cabinet shaped like a giant clamshell, and a piece of furniture in the middle of the chamber that Twilight couldn't identify, looking like a large, dark closed-up barnacle on top of a pedestal. Flotsam and Jetsam circled protectively around the room, fixing their glowing golden eyes upon the newcomers.

When all had filed into the bubble, the Corridor closed. Ursula pirouetted as she stepped outside the edge of the bubble, and once her body was suspended in water, she kept spinning and a host of tiny multicolored bubbles sprang up to surround her, hiding her from view as she twirled faster and faster. Her guise melted away, and once the magical bubbles had receded, she was comfortably settled into her true form, tentacles curling out through the watery cavern.

All six of her guests gasped. Then Twilight gushed, "That was AMAZING! Were you wearing a glamour, or did you actually shapeshift?"

"That was shapeshifting, darling," Ursula bragged with a coy smirk. "Just a little preview of the power I can lend to you."

She was met with silence, as her guests were looking around from inside their bubble at the cavern around them. "What's the matter?" she asked. "Catfish got your tongue?"

"Well…" Twilight didn't really want to voice it, but the entire situation was making her nervous. She wasn't sure how deep underwater she was, she was in the presence of someone who could do spells she knew she couldn't, and there was still no way of knowing how far she could trust this woman.

"Still don't trust me, do you?" Ursula figured out. "I should have known." She draped herself dramatically against the wall. "They're all the same when they meet a sea witch. No one ever believes we're out for anything but ourselves!"

"And what are you out for, exactly?" Applejack asked.

"Why, to help those less fortunate," Ursula replied, peeling herself off the wall with new vigor. "Poor souls in need of a helping tentacle. It's what I live for, despite what the rumor mill's been churning out." Her next words came in song: "There are those who say I'm nothing but a nasty. And they'll tell you what I am is, well, a witch. And in some far-off day, they'll want to make me change my ways, but I assure you I'm in no need of a switch! True? Yes."

She floated over the massive barnacle, crooning, "And I fortunately know a little magic." With a wave of her hand, she caused the apparatus to spring open, revealing itself to be a bubbling cauldron whose rim was lined with what looked to be stone teeth. "It's a talent that I always have possessed. And here lately, please don't laugh, I use it on behalf of the miserable, the lonely, and depressed! …And people like you."

She spread her hands out over the cauldron, and the liquid within turned a bright violet. "Poor unfortunate souls!" Ursula sang. "In pain! In need!" She conjured up from the cauldron the magically projected image of two merfolk: a mermaid with her arm slung up in a cast made of kelp and a merman shaking out an empty purse. "This one longing to be healed and that one wants for extra income and I help them!" She snapped her fingers, and now the mermaid's cast was gone, both arms employed in throwing a ball for sport, while the merman lay on an absolute mountain of coins. "Yes indeed!" As quickly as it had come, the image was gone. "Those poor unfortunate souls!" Ursula continued, beginning to climb up one of the walls to reach the cabinet. "So sad! So true!" Throwing open the cabinet, she retrieved several bottles, which she began to uncork and empty out into the cauldron, flitting about practically upside-down in the water over it. "They come flocking to my cauldron, crying, 'Spells, Ursula, please!' And I help them! Yes, I do."

With a more somber air, she conjured up the image of a swordfish shaking his head in fear as an outstretched hand that looked identical to that of Ursula herself reaching to take something that he refused to give. "Now, it's happened once or twice," she sang mournfully, "that someone couldn't pay the price, and I'm afraid I had to rake 'em 'cross the coals…" Seeing the horrified looks on the faces of her guests, she dismissed the image completely, not letting them see what had become of the poor swordfish. "Yes, I've had the odd complaint." She waved a hand dismissively. "But on the whole, I've been a saint to those poor unfortunate sooooouls!"

Ursula then swam around to face the occupants of the bubble directly. "Have we still got a deal?" she inquired.

"What are our terms?" Rarity asked.

"I give you new bodies that you can use to travel the underwater kingdoms," Ursula laid out. "You can use these to do whatever you wish. Though I suppose you'll want to go after that Evil Manta or some other villain. Keep in mind you'll be using bodies I lend you, and to avoid any icky questions of damage or liability, I'm going to have to put a stipulation on the contract. If you get hurt by that Manta at all, you'll turn back into humans. But I wouldn't just leave you to drown, after all. You'll have enough air to make it back to this cavern, and what's more, I will offer you complimentary shelter and care if you see the need to return here in that situation."

"If you turn us into fish or whatever," Rainbow Dash asked, "is it gonna be forever UNLESS we get hurt?"

"Why, of course not!" Ursula reassured her. "This is only a temporary transformation! It can be reversed as soon as you wish, and I will return your collateral! Oh, dear, we haven't discussed that little matter, have we? You see, while I have dedicated my life to helping those who can't help themselves, I am still running a business. I'm willing to waive an initial fee for you, just so long as I can have something as a guarantee that you will be coming back to retrieve your human bodies. I can't have you just running off with my spells, after all!"

"If you let us go back to the ship," Rarity volunteered, "we have accumulated quite a lot of…currency. None from this kingdom, of course, but I'm certain it will still be valuable – "

"What I want isn't money," Ursula clarified. "I'm looking at magic for magic. That would only be fair, wouldn't it?"

"I…suppose so…" Rarity admitted.

"What I want," Ursula announced, "is…the power from one of your amulets. You see, I could tell from the beginning that they were something special."

"You want one of our ELEMENTS?" Rainbow Dash reiterated in shock. "But we NEED those! How are we supposed to beat bad guys without 'em?"
"Well, then, I apologize humbly," Ursula replied. "I didn't mean to ask for your ONLY source of magic. Though, in that case, the deal is completely off. I'm not certain how you'll be able to reach the underwater kingdoms then. But I'm sure they don't need you. We've put up with that awful Manta for so long now, it won't kill us to let him roam about a little longer, now, will it?"

"The Elements aren't our only magic," Twilight broke in. "They're our most helpful magic. But we have more than just that. I mean, we didn't need them to beat Jareth, did we? We have our wands! The staff of Yggdrassil! And don't forget, you're traveling with a well-read unicorn!" she bragged.

"EXACTLY!" Ursula crowed. "Magic can be sometimes overrated! Rely on it too much and you'll go soft! But if you're truly skilled, I guarantee you won't be killed if for a moment just one Element is lost! COME ON! You seem to be six talented young witches! One element is something you won't need! You'll have nothing left to dread if you're creative! Use your head! And you'll find triumphant victory, yes indeed!" She reached for several more things from the cabinet, dropping potion after potion into the cauldron while belting out: "COME! ON! YOU! POOR UNFORTUNATE SOULS! HERE IT'S COME! DECIDING HOUR!" The cauldron filled the cavern with electric blue smoke that cast a glow of cyan over everything; the cavern, in the meantime, darkened to make it gleam all the brighter. "I'm a very busy woman, and I haven't got all day! It will ONLY cost a little power!" Now the smoke was red, and she darted in and out of view through its trails. "You poor unfortunate souls! It's time! Decide!"

As the cauldron simmered and the smoke deepened into sickening green, Ursula swooped around to before the bubble once more, unrolling a long golden parchment with her terms written on it and holding out a quill pen in the other hand. Everything – the spell, the song – seemed to freeze, waiting for somepony to give an answer.

Twilight looked around at her friends. "If ya really think we can do it without the Elements," Applejack told her, "then do it." The gazes of Rarity, Rainbow Dash, Fluttershy, and Pinkie Pie echoed the sentiment. They weren't sure if this was such a good idea, but if Twilight was confident, they would trust her with the decision.

"I'll do it," Twilight stated, looking back toward Ursula. "Take mine. Just as collateral."

Ursula grinned, breaking back into song: "If you want to cross a bridge, my sweet, you've got to pay the toll. Take a gulp and take a breath and go ahead and sign the scroll!"

Twilight reached out to take the scroll and pen, signing "Twilight Sparkle" at its bottom. As she did so, Ursula leaned back to hiss to her familiars: "That's the Element of Magic, boys! The boss is on a roll!"

She quickly zipped down to take the rolled-up contract from Twilight. "YOU POOR!" She squeezed the contract in her hand, and it disappeared. "UN!" The cauldron emitted another wave of green smoke. "FOR!" Ursula sped back around the cauldron, practically embracing the smoke, becoming immersed in it. "TUNATE SOOOOUUUUUUL!"

Positioning herself over the cauldron, she began to push the smoke outward to surround the bubble. "Hippocampus fuscus, come currents from the Baltic Sea!" she changed. "Elementum magicae, testa molluscae, bring the Element to me!"

The green smoke permeated the bubble, surrounding Twilight, Applejack, Rarity, Pinkie, Fluttershy, and Rainbow Dash until all they saw was smoggy green. Enough of the putrid color cleared in front of Twilight that she could see Ursula, brightly lit by the cauldron's glow, holding out a spiral snail's shell. There was a distinct tugging feeling then, but not one that Twilight could really call physical. Her amulet was glowing brightly enough that the magenta light was visible to her. Then that light poured out of the gem, becoming a shining and luminous sphere that made its way speedily across the cavern to take up residence inside of the seashell.

Then the bubble burst.

For a moment, the six Equestrians sputtered, breathing in first green smoke, then water. It seemed as if they'd been betrayed, and were in fact only drowning. Then each felt her body contort anew into something smaller, with shorter limbs, legs joining into one. While they were mostly distracted by the transfiguration, for a moment, they thought they could hear Ursula laughing.

And then it was over. The light in the cavern brightened up. The smoke had dissipated. Ursula reclined against the wall, surveying her work.

Rarity was the first to assess her new situation. She was breathing perfectly fine now. As for her new shape, it was as if she'd turned back into a pony and stood upright on her hind legs, but instead of said hind legs, she had a curly tail that protruded from her lower half. Instead of forelegs, she had a pair of translucent fins: pale, to match her smooth white skin. Her triple-diamond Cutie Mark was visible just above her tail. A third fin sprang forth from her spine, serving as her primary method of moving about. Her horn was back atop her head, which was shaped like that of a pony once more. Looking around, Rarity could see that the others had taken on similar forms, regaining their coat colors and Cutie Mark positioning as well as taking on the fins and tails. Twilight also regained her horn, and Rainbow Dash and Fluttershy had somewhat longer forefins to reflect their wings.

"We're…sea ponies?" Rarity realized.

Pinkie Pie gasped in joy, seeing her opportunity. "SHOO-BE-DOO, SHOO-SHOO-BE-DOO!" she belted out. "CALL UPON THE SEA PONIES…"

"Okay, that's enough of that!" Applejack called out to hush her. She was still testing out the way her fins worked, fluttering awkwardly forward.

"You call that swimming?" Rainbow Dash teased. "THIS is swimming." She looped a loop above Applejack, employing her tail in steering.

"As glad as I am to see that you've all become accustomed to your new forms," Ursula informed the sea ponies, "I do have other appointments to keep. So if you wouldn't mind moving along…"

"Of course," Rarity replied. "Thank you ever so much for your generosity."

"Some generosity," Rainbow Dash muttered. "All we had to do was give up the Element of Magic, and if we get scratched even once – "

"That's ENOUGH, Rainbow Dash," Rarity scolded. "We truly ARE grateful."

"Now let's get out there and EXPLORE!" Pinkie Pie took off like a shot.

"Well, guess our first order of business is findin' her!" Applejack laughed, following after Pinkie. Rainbow Dash, Fluttershy, and Rarity were soon to follow.

Twilight lingered a moment before Ursula asked, "Is something amiss?"

Twilight shook her head. "No. Not really. I just…"

"You'll do just fine," Ursula promised her. "Something tells me you're more than just one little amulet."

"I really am," Twilight asserted. "Thank you. For everything."

"It was nothing, really!"

Twilight slowly turned and swam out of the cavern. Once she was sure all of her houseguests were gone, Ursula muttered, "I couldn't have asked for things to go any more swimmingly."

...

Chapter 115:

· This will become more apparent as time goes on, but everything after Ursula's meeting with the Overtakers is meant to take place before the events of The Little Mermaid proper. The animated series has already happened (and will be the main basis for the setting here). I don't quite count Ariel's Beginning as all that canon, as it did a lot of things that didn't make sense to me and mischaracterized practically everyone, but there will be an abridged/retold version of its events later on down the road, and those have already happened.

· The Evil Manta has unfortunately always seemed like wasted potential to me. He was obviously created in the same vein as Mozenrath and Hecate – as the new Big Bad for the series who gives the main film villain a run for their money – but Evil Manta always seems to fall short for me. He never gets to do anything destructive even when handed the actual trident, and his original plan of prejudice is easily thwarted when people simply decide to stop listening to him. My goal is to turn him into a more legitimate threat here and boost his respectability. Also, while I am keeping 95% of the events of the episode "A Little Evil" canon, I'm throwing out the implication at the end that it was his redemption arc. He's much better as a villain.

· Also, based on the fact that his debut episode has him repulsed by a harmonious song, I decided to give him an actual physical repulsion to harmony. Being too close to the Elements, when there is a full set of six, is painful for him. If one is gone, however, that problem is neutralized.

· Ablow Kadablow is a minor location from the animated series. Since it's populated by fish called "blowfish" (though they look more like bettas or angelfish to me), I'm assuming that's how it's spelled. There are going to be a lot more locations from the series turning up. I'm not creating any original locales for this one. A lot of work was done for me in this regard. I may, however, be expounding upon groundwork laid in existing ones.

· I hit upon the idea of the Evil Manta being the father of Ursula and Morgana almost by accident, with the help of GAvillain. It certainly explains Ursula's color palette. (Their mother was more green in color, like Morgana.)

· "Ashmark" is my alternate Denmark for this storylet, partially named for TLM film music composer Howard Ashman (who is a god among Disney and should be remembered).

· The artist is no one in particular. An OC, basically. I needed her painting to get my world-building in.

· The idea of the Mane Six having to make a deal with Ursula in order to be able to go underwater was actually an idea from a LONG time ago. When I was first playing through Kingdom Hearts, I actually briefly theorized that when we hit Atlantica, this was how Sora and co. were going to gain the ability to breathe underwater. I was wrong and Donald had it covered, but I felt the idea was too good to not use somewhere.

· However, Ursula wasn't originally going to approach them as a human until I read a post on Tumblr (user sketchballchange) about how given how non-awkwardly Ursula acts on land when she's Vanessa and given how much she seems to "know" human men during the original bridge of Poor Unfortunate Souls, she's probably been up there and done stuff before. My line of thinking is that she probably went up to the surface in the guise of Vanessa in order to pick up materials for her spells that she couldn't get undersea (though she wouldn't have had Ariel's voice and would have used her own for those missions).

· This is the only scene I currently have planned for Scuttle in this storylet. As much as I hate to waste a character, I really just needed him as a second voice for "Why should we trust Ursula?" Since he was able to match up what Ursula said, it made her more credible. He also allowed me to namedrop Ariel as someone who can be trusted.

· For Scuttle's lingo, I had to Google a lot of completely nonsense words to make sure they were in fact nonsense.

· Poor Unfortunate Souls is one of my two favorite Disney songs. (The other is Friends on the Other Side.)

· I was glad for the opportunity to break out sea ponies, as that's always been a fantasy of MLPFIM fanartists. Pinkie's singing the infamous sea pony song from the earlier generations there.