“I t-think I-I've got ice sickles o-on my f-feathers,” Rainbow said, her teeth chattering as she huddled with the others for warmth. There was no telling how long it had been since they'd set sail, but one thing was definitely clear. Their little cloaks were no match for the fierce cold that had overtaken the ship. Even with the padding they took from the barrels, it was only a temporary fix. It was far from dangerous levels of cold, but those parts of them exposed to the environment were practically freezing off.

“F-figures, t-the one place D-Discord d-doesn't mess with the w-weather,” Applejack said glumly, shivering as well. They had been huddling for what felt like hours, the ship making its brisk trip through the icy wasteland. It hadn't been so bad, at first. The cold had been gradually moving through the ship. Unfortunately, the storage section was hardly the most insulated and as the heat leaked out, the cold had begun to overwhelm them. Ponies had only come down a few times from the outside, but the occasional opening of the door was enough to cost them what little heat they had. They'd resorted to forming a little ball of warmth, with their cloaks on the outside and Spike and Angel in the middle.

Twilight blew gently into her hooves, nodding. “I-I think i-it'll w-warm up soon. I-I mean, i-it can't stay this cold forever.”

“W-we're near the south pole, I-I think it's only going t-to get colder,” Rainbow grumbled.

“W-want me to try making some flame?” Twilight asked, before sneezing off to the side.

“Ah'd almost w-welcome blowin' up a-at this point, b-but best n-not tah risk it S-Sugarcube,” Applejack grumbled. “We--” She let out a yelp as the entire ship suddenly shook. There was an explosion up above.

“It's the Shadowbolts! Arm yourselves, lads!” a voice yelled from up above.

Twilight's eyes widened. “That doesn't--” There was another shake, less violent this time. Then she felt another light feeling of momentum. “I think we're going down.”

“We are very, very much going down,” Rainbow said warily. “Slowly. That is not a good thing.”

“It might be,” Pinkie said quickly. “I mean, traditionally we've crashed almost every air ship we've been on. Even the blimps. So it's only natural that this one--”

“Not now, Pinkie,” Twilight said before there was another harsh shaking from above. The ship was going down a lot faster all of a sudden. Then there was a snapping from above and the room suddenly shifted hard, turning completely sideways and flinging everything towards the new wall that had once been the floor. The girls screamed as they were momentarily in the air, before hurtling into the barrels and crates. “O-ow. Everypony okay?” she asked with a light groan.

“I hate everything,” Spike said with a groan. “Ow...”

“A-angel, are you okay?” Fluttershy asked as she huddled the baby bunny to her.

There was another crash from above, followed by something snapping.

“O-oh no,” Twilight said with a squeak. The ship fell from the sky, snapped from the balloon that held it aloft. The girls screamed as the ship fell to the world below.

About three feet before coming to a completely stop. The bottom of the ship cracked open as it slammed into the ground, revealing the packed ice underneath it.

“Well... that was anti-climatic,” Applejack said with a groan. “Not that ah'm complainin'.”

“Let's... get out of here,” Rainbow said with a groan. “There's a fight going on up there, I can't think of a better distraction.”

Twilight nodded as she pulled herself up. She had a few cuts and bruises, but only a few of the barrels and crates had shattered, thankfully none of them near them. “Okay, girls. Grab whatever cover you can and let's get out of here.”

“Can you stop saying girls every time?” Spike asked, his voice tinted with annoyance.

Twilight paused and looked to him. Funny, it had never even occurred to her. “Oh, right. Okay, everypony?”

The dragon sighed and face clawed. “Never mind.” He rubbed the amulet around his neck for a second to make sure it was safe, before grabbing a few of the cushions to wrap around himself.

“Here, Rainbow,” Twilight said before taking the mare's hooves and helping her around the wreckage. She made her way to a small section of the ship that had been torn out, revealing the ice beneath. Her horn glowed and after a second a large, pony sized hole formed inside it. “Okay gi… every po… let's go!” she said before diving into the hole.

The others followed behind her. The ice was frozen, but her bending made the holes easily. Unfortunately, they quickly found themselves shivering as the little bit of covering they had did little to protect them against the bone freezing chill. She closed the hole behind them, but after a few yards she quickly started making the tunnel head up.

They broke through the surface almost a dozen yards from the ship. She made a small ice roof over themselves to hide where they were, but they now had a clear view. “That… that's it,” she whispered softly.

Less than a mile away it stood, a massive tower of glimmering ice, sparkling like a majestic rainbow in the light. If not for the other things going on, it would have been a wondrous sight. Unfortunately, they had a clear view of the battle and the carnage that followed.

The ship had crashed against the ground, pieces of wood littering the floor. Shadowbolts zoomed through the air, attacking the ponies trying to escape. It was a slaughter that made her heart as cold as the chilled air. A few of them managed to make it a few yards from the ship before the Shadowbolts descended on them, snapping their necks in moments. Even the water benders couldn't fend them off, sending out shards of ice which were easily knocked aside, before being attacked from behind. After a few moments there was nothing but silence, the bodies of the soldiers left on the ground to freeze. The Shadowbolts then headed below deck.

“Aren't they supposed tah be on the same side?” Applejack asked softly.

“Yes, they are,” Twilight said softly. “Whatever is going on in there can't be good.”

“Might be good for us,” Rainbow said softly. “Maybe they're part of the rebellion now?”

Twilight thought about it for a moment before shaking her head. “I really, really doubt that. Everyplace we've been that has had Discord's influence has had the ponies… changed. A lot. I think this is part of that. Whatever is going on here, they're vicious and dangerous. We'll have to be careful. We'll go under cover.” She pulled Spike close, holding him to her chest. He was so nice and warm.

“I-I d-don't think w-we'll be able t-tah keep goin' i-if we hide under t-the ice the whole way,” Applejack said softly. “I-it's freezin' an' t-these cloaks an' blankets only go s-so far.”

Twilight nodded before her eyes focused on some of the corpses outside of the ship. She took a deep breath. “I… have an idea. It's not pretty, it's not nice and it's creepy, but...”

“We're gonna have tah wear the clothes of the dead, ain't we?”

“Yep,” the alicorn said with a sigh. “Come on, let's get them before the Shadowbolts come out from the ship.”

------

Twilight walked slowly, focusing her head forward as she bent the ice ahead of her, forming a narrow tunnel ahead for them to walk through. The ponies were all huddled up again as they walked, holding Angel and Spike in the center to help keep them warm. They all focused forward, not trying to think about the cold corpses left behind, along with the blood that stained some of the coats. It was at least better than freezing to death. If only a little.

“There's supposed to be an outpost here, isn't there?” Rainbow asked. “Cheese said there were ponies watching them, right?”

“I wouldn't count on it still being here,” Twilight muttered. “I doubt it would have done us any good, anyway. But those ponies are probably gone by now. Either retreated or… dead.”

“How much longer yah think until we'll get there?” Applejack grumbled. “Coats or not, mah hooves still feel cold as ice an' ah'll feel ah heckuva lot better once we get under some real cover.”

The alicorn frowned and held up a hoof to stop. “Hold on.” She formed a small hole above and peered out. The tower was at least easy to find, they were almost to it. “Just a little further. We're almost there.” She closed the top again and started walking. They were close to the surface, so the sun gently pierced through the ice and allowed them to see.

Twilight let out a gasp once they were just a few yards from it. “Oh… b-by the heavens...”

“What is it?” Rainbow asked.

“It's… it's huge! I mean, just… what I can feel.” She held out a hoof and formed a hole ahead. “The entire place, I think it goes down forever!”

“Buck!” Applejack yelped as their tunnel connected with another tunnel in the tower of ice. A shadowbolt was standing there, staring right at them in confusion. The stallion got ready to bolt, but before he could move there was a fierce gust of wind. The pegasus was sent flying back into the wall of ice, a moment before Rainbow slammed hooves first into his chest. She then leaped back, her wings flapping a bit.

“I'm not feeling anypony else,” Rainbow said. Twilight thrust out a hoof, the water reaching out to grab the downed pegasus before he could get up. It formed over his mouth, silencing him before he could yell.

“Sorry,” Twilight said with a sheepish grin. “It's not like… well, I can just feel the water. I can't actually feel what's around it.”

The ponies walked inside and shivered. The walls seemed to be made of ice, though despite the rainbow view from outside, there seemed to be almost no light in here. Only darkness and rows of glass-like ice. Twilight's horn came alight and she swore she could make out shadows moving there, in the distance. The light of the flame didn't seem to go very far, either. As if the darkness itself was swallowing the glow. She sealed up the wall behind them and soon the flame of her horn was the only light once again.

“At… at least it's warmer,” Applejack said, shivering.

“T-this reminds me o-of my n-nightmare,” Fluttershy said softly as she moved in just a little closer to the others. “O-only worse.”

“This place looks like a nightmare alright,” Twilight said softly as she looked around. There was no way the ice could be that thick, that it could keep out all the light like that. But the place was completely devoid of the smallest flicker. It gave her the odd feeling that she was miles under the ocean. It was even worse than being underground, because there was something just unnatural about it. She swore she could see eyes watching her from the shadows, always on the edge of her vision.

Twilight shook her head and looked down at their captive. She slowly removed the ice from his mouth. “Don't scream or I'll gag you again. What's going on here?”

“I'm not telling you nothin',” the stallion snapped, glaring at her. His lips soon formed into a grin. “Well… unless you got something to make it worth my while.”

“Ex… excuse me?” she said, her eyes widening.

“You heard me. I want something nice, or I'm not telling you anything.”

Twilight's mouth fell open, before she shook her head and looked to the others. “Do we even have anything?”

“We've got some grub?” Applejack said with a shrug. “But that's about all.”

“Food?” the shadowbolt's ears perked. “That'll work, yeah yeah!”

Twilight turned back to him again, slowly lifting him up with the ice, freezing him to the wall. “Keep an eye out for trouble,” she told the others before rummaging through her saddlebag. She pulled out a muffin, starring at it cautiously. She gave it a sniff, but it smelled fine. “Very well. What will a muffin and...” She peeped in her bag again. “A hay sandwich buy me?”

“Depends, what you wanna know?”

“I want to know what's going on here,” Twilight said, glancing around again. She wished she could tap on the ice and sense if anypony was out there, like Applejack, but sadly she didn't even know if such a thing was possible, let alone have any idea how it could be done. “Everything.”

“Fine! Gimme!” He grinned greedily, licking his lips.

“Muffin first, you tell us, then you can have the sandwich. Deal?” Twilight asked.

“Fine, deal!” he said. She used her magic to hold the muffin out and allow him to eat it. He practically devoured the thing in three bites, coughing and sputtering. “Now, sandwich?”

“Information first,” Twilight said firmly. The Shadowbolt's eyes were different, too. Even through the mask there was something… odd about them. “What happened here?”

The pegasus growled. “Bunch of greedy bastards, that's what happened.”

“A little more information, please.”

“Everypony has just been backstabbing bastards! They stole my stuff! Fights constantly break out, I ended up having to slam Coldedge into the floor when he tried to steal my books. Then Diamondtooth came in and nearly broke my wing. All the time, bunch of greedy bastards! Then the captain went and locked herself down below in storage with all our supplies, says they're all hers, won't let us have any. We've tried breaking it open, but you need a bender for that, ice is too strong. Can't trust the benders though, they're just as selfish as he is. Only want in so they can steal all the food too. He let the prisoners out too, constantly have to fight with them. We need to get rid of them.”

Twilight gulped. “How… long has this been going on? When did he lock himself in.”

“I… don't know? Not long. We had a few things, but I've had to smuggle around up here for stuff. I've given you information, so give me the sandwich!”

The alicorn nodded. “Fine. But one last thing. How would we get to the captain?”

The stallion chuckled. “Going down. But good luck. The prisoners are out now. You'll run into them or more of the shadowbolts. Either way, you'll be torn apart.”

Twilight nodded, before handing him the sandwich. Once he was done, she reached out with more of the water and wrapped it around him, covering his mouth before he could shriek.

“Ah think ah jus' realized what ah don't like about this place,” Applejack muttered. “It ain't cold.”

“That's a good thing, Applejack,” Rainbow said with a roll of her eyes.

“We're standin' on ice, surrounded by ice walls. An' it ain't much colder than Canterlot was. That… that ain't right. We should be freezin' our hooves off. But ah can barely feel a chill through these layers.”

Twilight looked around before slowly nodding. “Applejack is right. This... this isn't normal ice. I didn't think it was, but... this is definitely magic ice. Something... different. Something...” She froze and her eyes widened. “This might be a precursor to the magic water they use. Or a variation of it.”

“Oh joy, just what I wanted to do. Be surrounded by five hundred gallons of poison water,” Rainbow said sarcastically. “Can you bend it at least?”

Twilight nodded and held out a hoof. The water formed around it easily. “It bends just like any other water. But, no matter what, don't drink any of it. There's no telling... what's in it. I don't feel any magic, but... I mean... this entire place just feels unnatural.”

“Oh, right. Because the first thing I like to do when invading a giant prison is start eating and drinking the walls,” Rainbow said with a roll of her eyes. “Let's get Rarity and get out of here. You're the water bender, lead on.”

Twilight nodded and then tapped the ground. A hole slowly formed in the ice below. She let it spread slowly, gently peering into it and using her horn to light the way. There wasn't anypony in the floor under them. At least, nopony she could see. She hopped down and helped the others down as well, making a small ice slide. Once they were all down, she formed the roof of the new hall again.

“Are we going to take all day here?” Rainbow asked with annoyance. “You're a water bender. Just make a big water slide down to the bottom of this place and let's get going!”

“There are Shadowbolts and who knows what else here,” Twilight said firmly. “Running in blindly is just going to--” She was cut off as Rainbow sent out her right wing, a burst of wind traveling around the alicorn, snuffing out her flame and then causing something behind her to slam back against a wall of ice. There was a light groan from the darkness.

“Just how dark is this place?” Rainbow asked. “Isn't it day time?”

“There aren't any torches,” Twilight said softly. “Aside from my horn, there's not much. You just put it out, too.”

“Oh,” Rainbow said. “Well, there are about three more coming this way. Might want to get ready.”

Twilight's eyes widened. “What kind? Pegasi or unicorn?”

“What makes you think I could identify that? I can barely even tell they're coming, let alone what they are! This isn't an exact science and--” Another powerful gust of wind streaked through the hall, nearly toppling the ponies over. “Pegasi. Definitely pegasi.”

“Shadowbolts in the darkness. Bucking wonderful,” Twilight mumbled. She then tilted her head, her horn coming alight, glowing brilliantly. Off in the distance she could see the groaning ponies, stacked up by the wall in a little pile. She sent out a hoof and enveloped them in the strange ice. “Okay, so. We need to keep going. Rainbow, I think you should go down first.” She took a slow, deep breath. “And I think we're going to do your slide idea.”

“Really?” Rainbow asked in the same tone a filly would ask about her birthday coming early.

The alicorn took a slow, deep breath. “May the heavens forgive me. Yes. How much wind cover can you give us?”

“All the wind cover! If you keep making the slide, I'll get us down there, no problem!”

Twilight nodded. “Okay girls, get together. This... is going to be interesting.”

------

“THIS IS THE MOST AWESOME THING EVER!” Rainbow screamed as the ponies zoomed down the great ice slide. The pegasus was in front, with Twilight behind her and the others in the back. She used her air bending to send anypony that came near them scattering, while Twilight bent the ground ahead of them, molding the ice of the walls and floor into a great slide and scattering the ponies in their way as best she could. She struggled to keep up, even with Rainbow's bursts of wind helping to slow them down they were still going so fast she could barely keep her bending up. Still, they were making amazing time and managed to piss off just about everything on every floor of the great icy prison. So like their normal travels, only faster. “I THINK I CAN MAKE US GO FASTER! DID YOU SEE THAT PONY? JUST BAM! INTO THE WALL! I WISH I COULD SEE, THIS IS SO AWESOME!”

“We can't see anythin'!” Applejack yelled. “It's darker an' a locked basement on the new moon! Are yah sure this was a good idea?”

“YAHOO! BAM! TAKE THAT!”

“I'm not sure!” Twilight screamed. “Don't go any faster! I can barely keep up as it is! We're going to--” Her eyes widened. “We're about to hit the end! Brace yours--” It was too late. She tried to dampen the fall as best she could, but there was only so much she could do. The ponies skidded against the ground, sliding forward and slamming into the pony that had been unfortunate enough to be in the final room. “Ow...”

“That. Was. AWESOME! Totally worth the bruises!” Rainbow yelled as she got up, wobbling from side to side before falling over. “Also, I think we found the captain. He's... not moving much.”

Twilight groaned and wished she could join them on the ground. Sadly, she still had work to do. She held out a hoof and quickly sealed the slide up. Her horn then came alight, giving them a nice view of the room.

A very, very unconscious mare was laying under them, her eyes swirling from when they had slammed into her. “Definitely the captain,” Pinkie said with a giggle. “We really shouldn't have just, hee hee, dropped in on her like that.”

There was a groan from the bruised and battered ponies. “Ow,” Spike said as he slowly got up. “Well, at least we didn't have to fight anypony... ow.”

“Yet,” Applejack said as she got up. “Ah don't know about you, Sugarcube, but ah don't wanna have tah do that again.”

“Oh, we aren't going to be able to, silly,” Pinkie said with a giggle. “Once all those ponies get up, they're going to try breaking in even harder. Besides, we're going to have to fight our way out anyway. Slides don't work up, after all.”

The ponies slowly got themselves up, groaning the whole time. Twilight bound up the unconscious captain up in the ice, giving a nod before looking around. They were in the storeroom, surrounded on all sides by crates, bags and just about everything else they needed for storing supplies.

Most importantly was the statue up against the wall, with a few bags stacked on top of it. Her horn glowed and she quickly pulled the supplies off and from around it, revealing Rarity. “I... I can't believe it. She's here. We've finally done it, she's--”

She was cut off by sudden pounding from above. She looked up and gulped. “Well, they're furious.”

“Can yah blame 'em?” Applejack asked. “We'd best be quick about this. There's no tellin' if they can get in or not. The captain here has been holdin' 'em off for a while, but ah have a feelin' they'll be tryin' a whole lot harder now that somepony gone an' pissed 'em all off.”

“I have no regrets,” Rainbow said quickly. “That was just too awesome NOT to do.”

Twilight nodded and looked to the statue. “There's no telling how long we'll be in there. We--”

“Go in alone,” Applejack said. “We'll keep an eye out here. Buy yah as much time as we can. If they manage tah break through... well, we'll all need tah fight 'em off.”

“What?” Twilight asked, wide eyed. “But--”

“They know where we are, ain't no way we're gonna be able tah hold 'em off forever if they get through. But every one of us will be needed. Jus' get in there, save Rarity an' get us out of here.”

Twilight nodded as she stepped forward. There was a gentle tug on her tail. “Wait...” Spike said softly. “I... I want to come with you. I'm not much use in a fight anyway, but...” He turned to Rarity. “I want... I want to help. Please.”

There was a moment of silence as the ponies stared at him. Finally, Rainbow spoke up. “Heh, let him go. Not like he'll be much use out here anyway. Besides, Rarity always had a bit of a soft spot for the little guy. Might come in handy.”

Applejack nodded. “Right. We got it handled out here. Don't worry, you two jus' get her out of there so we can get home.”

Fluttershy gave a nod. “Yep. I ummm... agree. With everypony.” She gave Angel a little hug before sliding him into one of the bags for safe hiding.

“We'll have a really big party once you get back! Ohhhh, I bet I can make some decorations from some of these supplies! The Shadowbolts have to have some glitter!” Pinkie said with a happy giggle as she hopped around.

Twilight nodded and then stepped towards the statue, pulling Spike close. “Thank you. We will return as soon as we can.” Her horn glowed and the world began to melt away as the two entered the statue's world.