The sun hadn't even had the chance to rise an inch into the sky as the Friendship Express pulled and then stopped in a station situated near a familiar small town with straw roofs, its whistle blowing with a chilling echo as soon as its wheels stopped turning. Everyone who didn't operate the train was still slumbering soundly in their borrowed beds, even as the multi-cab locomotive remained in the station for some hours well after it had stopped.

The yellow-coated stallion, wide awake despite the late hour, sat in the caboose watching through an open window as the moon set and the stars shifted ever so slightly after it. With him was another who sat behind a series of levers and buttons, a fellow earth pony stallion sporting a grey-blue coat and a black mane.

"How much longer until sunrise, Gear Shift?" the grey-blue stallion queried as he turned to his companion.

Gear Shift turned around with a small smile. "Another hour or so, All Aboard," he chirped. "The moon's just set."

All Aboard nodded. He waited for a good hour, sitting idly by and watching the sky shift from his seat. Neither exchanged words during that hour, let alone so much as glance at one another—both seemed utterly fixated on the sky itself. When it started to tint he stood up, his gaze fixing itself on Gear Shift. He cleared his throat to get Gear's attention and only spoke as soon as his fellow stallion turned to him. "I will check the passenger cabs. I shan't be gone long."

With that, he turned to the end of the caboose opposite the levers and buttons to find a door before trotting to it, opening it, and finding a small bridge leading a cab over. He trotted upon the bridge, grabbing the doorknob with his tail like it was a prehensile wing glued to his posterior. He wasted no time closing the door behind himself as he went before uncurling his tail, turning his attention to what was ahead of him only to then find a sort of connector cab that doubled as a boarding dock.

The connector-slash-dock in question boasted a light brown color, not unlike that of polished oak wood, with two closed wooden gates at either side which hung low. The roof arched high and left a sizeable gap between the gates and itself, providing a view of the outside station and surrounding land. The sky was already turning from navy to grey at this point, as if thick with clouds. All Aboard took a few seconds to simply admire it before trotting down to the door at the other side. He opened the door again, trotted on another small bridge, closed said door behind him with his tail, and sighed as he found himself in the cab with multiple seats.

All Aboard snorted as he trotted to the end, and as he passed he began looking at every seat, frowning upon seeing indents on the cushions that still lingered. He also noted that all but one of the windows' blinds were pulled down, and the one that remained free of its blind shined with just a sliver of creeping light. He jumped to the next cab without pause, finding a long hallway-like cab after that which boasted doors aplenty on either side. None were open, and marked with various signs such as 'stallion's room,' 'storage,' and 'kitchen' to name a few.

He ignored these doors and simply went to the next cab, finding himself in the one sporting the bunk-beds after jumping from the door-laden one. He took a few seconds to admire the pink bedframes that had a dip in the middle, the wooden ladders that led to the top ones, the curtains lining all the beds that oddly remained open. Then he turned to all the guests all sleeping within, sighing when he found that they slept without stirring or snoring. His hoof shifted a bit on the polished wood floor, leaving nary a mark in its wake.

He nodded to himself, beginning to contemplate how to rouse the train-goers from their slumber in a manner that would keep hostility to a bare minimum. One small part of him wanted to shout for all it was worth, but he shook his head to rid himself of the thought as soon as he saw Shining Armor sleeping in a bed not too far away.

"I do not want to earn the ire of the Captain," he muttered with a shudder. He turned to one of the beds further down, frowning as he saw a brown talon dangle off the side that twitched as it caught his eye. "When did a gryphon get onboard?"

With shuffling steps that made minimal noise, he inched his way closer to the dangling limb to investigate how it had gotten there and to whom it belonged. He froze when it retracted into the bed, but he relaxed when it produced a soft scratching sound that came and went in the span of a good two seconds. "No, I don't do manicures," a feminine voice grumbled.

All Aboard crept close enough to see the occupant, her claw on her chest and her good wing spread at half-mast. Sarah's ears twitched at his arrival, though thankfully her eyes remained closed and her breathing stayed calm. She scratched her chest, ruffling a random patch of feathers out of place. "Don't… wear horseshoes either… stooop," she groaned in protest, her face tightening a bit as she spoke.

All Aboard shuffled away from Sarah as she continued to protest against wearing shoes, heading two bunks over to find Spike sleeping in a bed, curled up like a cat as he dozed. Next to him, flat on his back, slept a purring NoLegs who softly meowed every few seconds. The stallion watching the two smiled, and he lifted a hoof and gently patted Spike on the head only to pull back when the touch caused him to turn the other way. "Aw, shucks Twi," Spike grumbled with a chuckle.

NoLegs's tail started to shift slightly, the tip just barely turning to the wall before snapping to point at Spike like an accusatory finger that gained a mind of its own. Then, slowly, he turned onto his stomach and arched his back to shift his pelvis under the rest of himself, before lifting his head and standing up with eyes drowsily blinking open.

He swiveled his head with a sleepy mew, stopping after three or four half-glance-arounds to settle his gaze on All Aboard. A brief glow flashed from the tail and around Aboard's head before he heard a voice echo in his mind, "Why are you staring at me? Did I make a mess in the bed?"

All Aboard immediately gaped, though he shook his head. "S-sorry. T-the train's arrived at the station an hour and a few minutes ago, but nopony disembarked yet," he replied in a stammering whisper. "D-did you just…"

NoLegs nodded and yawned widely, his chest puffing out slightly before deflating as he sleepily licked his lips. He mewed softly and cricked his neck a bit before sticking his tongue out and licking Spike on the tip of his nose with it. This only caused him to shudder and mutter something about Twilight and Rarity in response, and so the cat sighed and gave the drake another lick on the snout.

Spike responded that time by lifting a claw and attempting to swat NoLegs away with it, yet he received a third and final lick on the snout when even that failed to sway the cat in the slightest. Slowly, Spike's eyes cracked open as unintelligible murmurs crawled out of his throat with a smacking of dry lips. His eyes, still fogged with drowsiness, settled on NoLegs. "Need something?" he groaned.

NoLegs nodded and used his tail to gesture beyond the bed. Spike snorted and turned to the other side, and it took him a few seconds to realize that All Aboard was staring at him before he sat bolt upright with widening eyes. "Um… this is awkward…" He lifted a claw and nervously rubbed the back of his head with it, staring at the stallion with the corner of his lip twitching. "Hello?" he tried.

"A-apologies. It's just… that the Express is in Ponyville's station, yet nopony else aside from my co-conductor has noticed it," All Aboard replied, frowning as he spoke.

Spike's pupils shrank to thin slits. "Wait, we're already in Ponyville?" he asked, garnering a hesitant nod from Aboard. He jumped off the bed and landed smoothly on his feet, taking a few seconds to stretch his arms before running past two beds, then turning to scale up a ladder to find himself staring at a sleeping Twilight. He paused to ensure that he was steadied on the ladder, and nodded in satisfaction as he flexed his toes to find that the wood holding him was sturdy. That done, he stood on his tiptoes and reached over with a claw outstretched, all but one digit curled tightly into his palm.

As soon as he started tapping at her withers, Twilight's face tightened. "Not now… I'm reading a book," she mumbled. Spike responded by straightening his claw and jabbing Twilight's shoulder with it, hard enough to actually hurt her but not hard enough to gouge the flesh and draw blood. This caused the shoulder to tense considerably, yet still this did not rouse Twilight. So he poked her again, only this time between the upper lip and nostrils. He did it a little more gently that time.

When all that got him was a puff of air from briefly-flared nostrils, he groaned and shifted a bit before reaching out with both claws to grab her by the face. He made sure to cover her nostrils, and…

Next thing Spike knew, one second he stood on the ladder and the next he stomach-up was on the floor after being sent there with a hoof to the chest. Twilight thrashed wildly, the blanket flying out of the bunk to land in a heap next to him before she flung herself out of the dip of her bedframe, remained in the air for a few seconds as if using self-levitation, and then gravity happened in that order. In the resulting crash, she ended up missing both said heap and Spike by about an inch each.

The resulting thud, in turn, jolted both Katie and Rarity wide awake with startled gasps and tails standing on end like wooden planks. The two turned to the now-as-roused Twilight as she made to stand on her hooves, glancing about with wide eyes like somepony just tried to murder her bare-hoofed.

Spike also made to stand, rubbing at the back of his head with a groan of both pain and annoyance. "You could've just woken up without tossing me off the ladder, Twi…" he grumbled.

That utterance caused the awakened trio to turn to him gaping, with Rarity and Katie poking their heads out of their bunks beforehand. Katie retracted her head and pulled the covers over herself before All Aboard could turn to survey the scene, though he did turn just in time to see Twilight's ears pin back as she stared at Spike.

"I… tossed you off of a ladder?" Twilight queried, her voice low enough to be mistaken for a genuine whisper.

"It's okay; nothing more than a dull ache. I was trying to wake you up so that I could tell you that the train docked," Spike replied nonchalantly, taking a few paces forward and hugging Twilight by one of her forelegs. "Besides, I kind of deserved to get tossed off the ladder."

Twilight reluctantly returned the hug, but as soon as her free leg wrapped around Spike she heard All Aboard clear his throat. The two, plus Rarity, turned to him and gave him expectant looks. "Before you three wake up anypony else on this train with your antics, I feel the need to inquire…" He turned to the bunk Spike was on, lifted a front leg, and snatched NoLegs from the bed before pulling him out into the open in one go. "Who does this cat belong to, and why can it use magic?"

NoLegs bristled at being called an 'it,' but kept his reservations to himself as he heard someone else shuffling to awareness from nearby. He smiled as Matt poked his head out from the bed directly opposite of the one he and Spike shared, looking at All Aboard with a half-lidded expression. "The cat travels with me, and I don't know why he can use magic," he stated sleepily.

All Aboard took a few seconds to look at and then study Matt, seemingly staring at him like he had taken part in an absurd bank heist. Matt stared back, though he faltered a bit when NoLegs wriggled out of All Aboard's leg and bounced over to him like he took possession of an invisible pogo stick. "And why does he travel with you… without the aid of a pet carrier?" All Aboard queried in a tight but sincere voice.

"NoLegs doesn't need a pet carrier," Matt replied, his ears twitching slightly. He slipped a leg out of the bed and let the hoof land on the floor, and then another, until he crawled out on all fours and stood up straight. All Aboard found himself taking a step back upon seeing that the pony before him was easily a head taller, even though said pony did not display even the slightest hint of ire.

Twilight disentangled herself from her embrace with Spike and trotted forward before stepping between the two stallions. She turned to All Aboard and, after taking a few seconds to confirm that the train had indeed stopped when she found no further bumps or rattles indicating otherwise, smiled sweetly at him. "Well, since the train has stopped… could you open the doors of the boarding dock for us, please? We'll be out in a few minutes," she cooed in a sincerely sweet voice.

All Aboard took one glance at Matt before turning back to Twilight and nodding. "Very well then," he replied with a bit of hesitation. He turned to the northern end of the cab and trotted to it, only pausing once and for just long enough to let Spike step out of the way before going on his way. As soon as he opened the door, trotted through, and closed it behind him with his tail, Matt allowed himself to turn to the ceiling and scowl at it for a few seconds.

He took a few deep breaths to calm himself, and only when his scowl eased into a neutral look did he glance back down. He turned to Twilight and sighed, and the puff of air caused her to turn to him with a brow raised and her smile to melt from her muzzle. "I take it the whole 'pet carrier' thing is getting to you?" she guessed.

Matt slowly nodded, frowning just a teensy bit. "NoLegs would probably teleport out and then shred the damned thing if we ever got him one. He'd rather stretch his tail and neck and do things without having to be babied constantly, y'know?"

Twilight pursed her lips before nodding in understanding. She made to speak, but Spike walked up to Matt and beat her to it, "I get you. I'd hate being crammed into a pet carrier too."

Matt turned to Spike and smiled at him. "You'd burn it if you were crammed into one?" he queried.

Spike snorted. "Are you kidding? I'd probably just burn down the door of the carrier and crawl out if I was ever stuffed into one," he replied with a grin forming on his face. Then he glanced around, noticing that nobody else had stirred—at least, until Katie got out from under her blankets and crawled out of her bed. She cantered over with a buzz of her wings, tilting her head slightly as she glanced up at Matt.

"So, what do we do? Who gets to wake everyone else up and who gets to go out to check and see if it's the asscrack of dawn yet?" Katie asked in a flat tone, her nose wrinkling a bit as she spoke. That garnered the attention of Rarity, who clambered out of bed and made a beeline for the group.

"Considering the circumstances, I for one have no doubt that the one to check whether or not the sun has risen should be Twilight," Rarity stated rather matter-of-factly, her eyes already settled on her friend well before she stopped just an inch behind Katie.

Twilight nodded and turned to Matt. "Could you wake up everyone else with NoLegs in the meantime, please?" she asked.

Matt nodded back. He looked up cross-eyed as NoLegs teleported onto his head in a burst of blue light. "Can do," he answered with a grin. NoLegs mewed with a purr, before he teleported from his makeshift perch to the bed housing Pinkie Pie. Twilight turned to Rarity, Spike, and Katie before nodding to them, and they parted to let her trot between them towards the door All Aboard had went through earlier.

They followed after her with hasty steps, catching up to her as she opened the door and started walking on the bridge leading to the next cab. The door closed behind them as they went on their merry way, and already they could hear Pinkie exclaim in as shrill a voice as possible, "The train's stopped in Ponyville?!"

Katie winced at the sheer intensity of the outburst, as if the source was yelling directly into her ear canal. "Didn't think that your rose-tinted bubblegum-mare could get that high a pitch," she whined.

Spike turned to Katie and shrugged. "That's Pinkie for you," he replied nonchalantly.

Katie groaned and let her head drop to her barrel, her ears pinned back and her orbs dimming as if she were gripped in dread. Still, she did not complain any further as she trudged along the cab of doors with her present company, though she did turn to the southernmost door with slanted brows when she heard a series of low grumbles come from the other side. Eventually, the grumbles died down after they reached the northernmost door and proceeded to jump to the cab lined with seats.

Her ears perked to attention and her orbs lit up as she heard the sound of hooves trotting a short distance, then stopping altogether. She lifted her head and turned to Twilight, who was not sitting on a seat but nonetheless peering out of a window with her face more or less pressed against the pane. "The sun hasn't risen yet…" Twilight grumbled.

"But?" Spike pressed, a small frown on his face.

"The skyline is already turning pinkish in hue," Twilight answered, pulling away from the window and using a hoof to gesture Spike over. He rushed over and climbed onto the seat, walking up to the window with no small amount of haste. When he peered out, he saw that there was a definite tinge of pink in the horizon, further accentuated by budding golden rays that already started to paint the mountains and forests beyond with streaks of vibrant yellow.

Spike smiled and turned to Twilight. "Think the others are up yet?" he asked with a bit of amusement in his tone.

Twilight bit her lower lip and let an ear twitch, straining to listen for the tell-tale sounds of hooves and claws hitting wood in addition to murmuring voices. When she caught just the slightest noise that sounded like shuffling hooves which indicated someone was approaching, she nodded. "Well, we don't know yet…"

Katie's wings buzzed, and the two turned to her as she produced the sound which drowned out the faint shuffling. "It might be another passenger that's not with us," she stated matter-of-factly.

Twilight shook her head. "Nopony else got on board before we left the Crystal Empire," she retorted.

"But they may have come from elsewhere and weren't dropped off at their desired destination yet," Rarity piped up, shaking her head as she spoke. "Perhaps we have some ponies going to Canterlot or Appleloosa, for instance, and they might not have been dropped off over the course of the last few hours."

Twilight nodded in assent, and opened her mouth to speak before the shuffling of hooves got louder and louder until she could discern its direction. Her mouth shut and she turned to the southernmost door, and not a second too soon; it flew open right as her eyes locked onto it, revealing a yawning Sarah that stood up on her back legs.

Sarah blinked and lifted a claw to rub at her eyes, smacking her lips and swishing her tail before stumbling forward with hesitant hooves. Her good wing stayed shut and her tail lifted like a flag, though that seemed to steady her stance a bit. "Morning," she greeted.

"Morning," Twilight replied with an accompanying nod. "Is everyone else awake?"

Sarah donned a smile smile. She did not speak; instead, the sound of many hooves and claws hitting wood from the door-filled cab answered for her. She stepped aside, making sure not to trip over a seat, and watched as Shining Armor trotted through the door with Lance following him. Both stallions wore smiles and their eyes gleamed, with not one swollen vein in their sclera indicating the slightest twinge of bloodshot.

"So, what's the plan?" Lance asked with a small grin, looking at everyone already assembled as he and Shining trotted forward to let the others into the seat-cab.

Fenrir snorted as he came through the door after everyone else had gone through and spread out to take seats. He took a few seconds to look from Sarah, to Twilight, and then to Rarity and Spike. He garnered a set of three shrugging shoulders and a spark of uncertainty in blue irises, so he turned to Lance with a hint of a smirk on his face. "I propose that we set forth to Ponyville first, then find a place to rendezvous where it is most convenient at," he said.

Lance turned to Fenrir with a brow raised. "Sounds reasonable. But we'll need to head back to Fantasia in a few days, lest the rest of my army back home starts thinking I've been captured," he stated, his smile fading.

Fenrir's grin only widened. "Three days at the most, since you seem to be very impatient," he replied. "One for carrying out whatever else it is we need to do, another to spend on the train, and the last on the airship—no more, no less."

Lance's smile returned, and he exchanged a glance with Shining to garner a nod. "Can we all work with that?" he asked everyone else, garnering nods from his troops, Sarah, and Katie. Maria tilted her head a bit before she too nodded.

"I don't see why not. I'd like to see what Fantasia has to offer me and my lot," Zecora piped up, likewise nodding in assent.

Twilight and Spike flinched, quickly seeing that they were outnumbered already. The former's ears pinned back and the latter's jaw dropped as Rainbow crossed her forelegs and inserted her two bits, "I'm not going back to Fantasia until I can get Spitfire's advice on ectoplasms." Then Rainbow smiled, making the two shiver a bit as she added, "But I'm pretty sure she'll give it to me once I make up for my lack of training last week."

Lance turned to Rainbow, his brow still raised. "How do you intend to make up for a week's worth of training?" he queried sincerely.

Rainbow turned to him, her own smile widening. "You've seen how fast I fly, right?" she retorted. When Lance nodded with his smile fading again, she chirped, "I can easily give Spitfire one hundred laps if she asked me to."

"To make up for a week's worth of screwing around? I'd reckon she'd give you three hundred," Lance snorted, the corner of his mouth twitching.

Pinkie Pie interjected, turning to Fenrir as she did so, "So, where do we want to meet up at?"

Everyone turned to her in that moment, some lips pursing together and a few brows raising as their owners stared at her. "That's a darn good question," Applejack replied, firmly frowning and shaking her head.

"Maybe Golden Oaks would be a good place to meet up?" Fluttershy suggested, a small frown on her face. She shrunk a bit when everyone then turned their unified gaze on her, but she merely nodded in a manner that seemed as though done subconsciously. "If that's alright with everyone else," she added.

Then, Katie nodded as well. "But if we're staying overnight in the basement again, we're getting sleeping bags. The bookshelf wasn't as cozy as it looked," she piped up.

"Sounds good to me," Matt agreed with a nod of his own, his horn starting to glow as his gaze zeroed in on Katie. "Gonna cover you with an illusion before we disembark though."

Katie turned back to Matt and her eyes narrowed a bit. "Give it to me, Panda Colt," she replied with no small amount of amusement in her tone. A golden glow embraced her before yellow temporarily blinded her vision, and when it died everyone found that she had re-assumed her filly guise.

"What's a panda?" Maria queried, garnering a chuckle from Matt as he turned to her.

"A big fuzzy animal. It's actually a type of bear," Twilight answered before Matt could open his claptrap.

Maria turned to Twilight and nodded, her wings flapping for a few seconds before folding at her sides. Then she turned to Lance. "Daddy, how are we gonna get to Cloudsdale?" she pressed, and instantly his torn ears folded back against his head.

But before Lance could so much as even start to tremble, Pinkie spoke up again, "Oh, I have a friend named Cherry Berry who owns a hot-air balloon! That should help you two get to Cloudsdale in no time at all."

Lance turned to Pinkie and sighed with eyes that widened slightly. "A hot-air balloon?" he repeated, a little bit of disbelief in his voice.

"Yepperoni," Pinkie replied with a grin and a nod vigorous enough to make her mane wobble like it was glued to a bobblehead. "Of course, you gotta pay Cherry bits to use it, but it's not expensive."

Lance blinked. "I take it she uses the bits to repair the balloon if and when it gets damaged?" he pressed.

Pinkie nodded again, more vigorously that time. "You bet," she chirped.

Maria jumped up into the air, wings flapping but not doing anything to hold her aloft. "We can fly, daddy?! We can fly?!" she squealed with wide eyes and a grin to match.

Lance sighed and hesitantly nodded. "Yes, we can," he grumbled. He gave her a stern glare that stopped her cold, well before she could jump back up as soon as she landed. "But you're not jumping out of the balloon until we land… wherever Spitfire's at in Cloudsdale. You're still grounded for three days, and last thing we all need is you plummeting down to meet with the ground in an unpleasant manner. Got it?"

"Yes, daddy," Maria murmured, her wings drooping a bit.

Lance slumped his shoulders and let his face ease. "Alright then." He turned to Twilight. "Does Golden Oaks sound like a good rendezvous point to you?" he asked.

Twilight nodded, and turned to Shining to find him grinning at her. "I don't see why not," Shining piped up. He started trotting to the northernmost side of the cab, and everyone filed into a single-file line behind him to avoid crashing into the seats as they followed him in step.