As the light of the coming dawn cracked over the horizon, a lone vessel could be seen slowly navigating through the waves. This ship was a large wooden vessel, painted white with a single gold stripe wrapping around the hull. Three masts towered above the deck with each having enormous sails attached to them to catch the wind, thus propelling the ship forward through the waves. On the stern, the name Solar Wind could be seen in big gold letters as the flag of Equestria flew proudly from the flagpole just above.

On the deck, members of the Royal Guard and Equestrian Navy were seen doing various tasks ranging from washing the deck and tightening the ropes connecting the sails to the masts to standing watch and cleaning the thirty cannons housed below on the gun deck. Toward the back of the ship, a blue colored unicorn stallion could be seen standing next to the ship's wheel. This stallion was wearing a white Captain's uniform along with an eyepatch covering his left eye with ends of an obvious scar seen protruding from both the upper and lower parts beneath.

Standing next to him was none other than the Princess of Friendship herself, Twilight Sparkle. The alicorn was visibly happy as she held a compass in her magical grasp, glancing down at it every once in a while before setting it aside. The ship was sailing on a northwestern course after sailing northeast ever since they left the seaside city of Mareami several days earlier. The reason for their trip? Relaxation. The stresses of being a Princess were starting to become too much for the young alicorn to handle without some time to relax and not worry about anything. So it was suggested by Princess Celestia that she and her friends take the royal frigate out for a pleasure cruise on the Equestrian Ocean.

"Well, Princess Sparkle," the stallion said as he looked out ahead of the ship. "Looks like we're in for another calm day of sailing."

"That looks to be the case, Captain Broadside," the alicorn replied. "Not that I mind, of course. I'd rather we not run into any storms out here." After saying that, she let out a small yawn as she had just woken up not long before coming up on deck. The rest of her friends were still sound asleep below. This didn't bother the young Princess as she enjoyed watching the sunrise from time to time, depending on how much sleep she had gotten the night before.

With the ship on its current course, Twilight looked out toward the starboard side as she could see the sun begin poking up from the horizon to the east. In a few days, the ship would arrive in Horseshoe Bay to take on some supplies before setting off for Manehattan. As she watched the rising sun, her quietness was interrupted by three loud clangs from the crow's nest high above.

"Ship spotted off the port bow!" the lookout called down, making both Twilight and Captain Broadside look up before looking in the direction the pony above was pointing to. From where they stood, the two ponies could only make out that it was a large ocean liner, evidenced by the four huge red and black painted funnels. However, something was clearly off. There wasn't any smoke coming from the funnels, indicating that the ship wasn't moving. And the entire vessel was listing heavily toward her starboard side.

"Looks more like a shipwreck to me," Broadside said as he turned the ship's wheel to the left. When he did, the Solar Wind leaned over toward the right as the ponies on the deck signaled for the sails to be folded up. Slowly, every other pony on the deck began pulling on ropes. This in turn made each of the sails get folded up, making the ship slow down. "We can at least see if they need some assistance." As they got closer to the liner, Twilight looked on as a sense of worry started creeping into her mind. From where she was, it seemed as though the ship was completely abandoned. However, all of the lifeboats were still aboard, locked in their respective davits while covered up with canvas. "Wait a second..." she heard the Captain say as he walked away from the wheel and over to the side closest to the other ship.

"What are you doing, Broadside?" Twilight asked while grabbing the helm with her magic. As the frigate drifted to a stop with some distance between it and the liner, the Captain's eye widened as he stared at it.

"I recognize this ship!" he replied. "It's the Mareitania! My little brother's ship!"

"Your brother?" the Princess asked after letting go of the wheel now that the frigate had stopped. "Who's your brother?"

"My little brother, Port Side," he said while not breaking his gaze on the ship. "He's the First Officer." As they talked, they could hear the large iron hull groaning as it sat in an unnatural position with many of the portholes on that side slipping beneath the waves only to come back up again. "Port!" Broadside called out. "Port Side!" Sadly, no response was heard from the massive liner. As the two ponies kept gazing at what was in front of them, hoofsteps from the stairwell leading up to the deck could be heard.

"What's going on, Twi?" Applejack asked as she, Starlight, Rainbow, Pinkie, Rarity, and Fluttershy all came up onto the deck. But as soon as she asked, she could see clearly what was going on as the large ocean liner dwarfed their ship considerably. They all let out a gasp while they made their way over to where their friends were, both fascinated and horrified at the scene before their eyes.

"I know this ship," Rarity said as she gazed at one of the flags flying at the top of the mast near the stern. It was a white flag with a red colored apple in the center. "My shop was commissioned by the Red Apple Line to make uniforms for the crew."

"How long do you think it's been like this?" Fluttershy asked.

"I'm not sure," Twilight replied. "I can't imagine that a ship this big could stay like this for more than a few hours."

"Isn't this ship supposed to be on its maiden voyage or something?" Starlight asked. "I could've sworn I saw an ad for it in the paper before we left Mareami."

"Well if that's the case, I'd say it's off to a pretty bad start," Rainbow replied as she stood next to her. Always seeking to have an adventure, the rainbow haired pegasus then took to the air and flew out toward the seemingly abandoned ship. As she flew, the lack of any signs of life aboard sent a chill down her spine. Once she arrived over the ship, she landed on the boat deck between the second and third funnels, making sure to balance herself on it before looking around.

"Rainbow!" Twilight called out as she and Starlight followed the pegasus mare before both of them landed on the deck as well. "Be careful! We don't know what happened here." After she said that, the hull groaned once again before the deck slanted further toward the starboard side. All three mares stumbled before regaining their balance and then watched as a couple of deck chairs slid off the side of the ship and down into the water below. Looking up, they all saw the ends of three cables hanging from some other cables strung between the two masts.

"Are there any other ponies aboard?" Starlight asked. "If so, we need to get them off before this ship sinks!"

"A ship this big would take a lot of time to search," the alicorn replied. "I have no idea how damaged it is. So I can't know for certain how long we'd have to even attempt a search."

"Well. What about a thermal detection spell?" the unicorn asked. "We could use that to at least see if there are any ponies aboard without actually going inside." Twilight's eyes widened as she listened to her pupil's suggestion. A thermal detection spell would be the answer to their problem. The spell would allow them to detect any source of heat. It was normally used at night when searching large areas for lost ponies. But here, it would be perfect. The cold waters of the Equestrian Ocean would make any source of heat, no matter how small, be visible to them.

"Alright," she replied. "We can give that a try." Starlight nodded silently in response. "With this ship being so big though, we'll have to split up and meet in the middle." She then looked over at her pupil as she began floating in her turquoise colored magic again. "I'll head up to the front. You start from the back. We'll meet here in the middle of the ship."

"Got it," the unicorn replied before she and her friend flew off in different directions.

"Be careful, guys!" Rainbow called out while choosing to hover just off the side of the tilting liner. Soon, both mares arrived at their respective starting points and landed on the deck. Each of them then lit up their horns and started to look all around the ship. As they walked, both mares' vision changed. All they could see now was blue, with a tiny bit of orange coming from where Rainbow was hovering. As each mare began making their way back toward the middle of the ship, both of them started to see something else. A new source of heat could be seen down in the bowels of the ship.

Sensing this, Starlight cut her spell and rushed off toward Twilight, meeting her on the deck next to where Rainbow was still hovering. "I got something!" she called out before stopping in front of the alicorn.

"So do I," the Princess replied before cutting her own spell. "I think we've got the same one."

"Wait. There's only one pony aboard?" Rainbow asked. "How?"

"I'm not sure," Starlight replied. "But whoever this pony is, they're producing a large amount of heat."

"Where are you picking the heat up from?" Twilight asked.

"Down there," the unicorn replied before pointing her hoof back behind her. "Go next to the third funnel and they'll be straight down." Seeing this, Twilight nodded before looking back at Rainbow Dash.

"Rainbow," she said. "Fly back to the frigate and tell Captain Broadside that there's a pony still aboard this ship."

"Can do!" the pegasus mare replied before flying away, leaving the two mares behind.

"Come on," Starlight said. "Lets go get that pony!" And with that said, both mares disappeared in a flash of magic.

---

Inside Boiler Room Two, Steel could be heard panting and grunting as he desperately tried to keep his magic together. Holding back a solid metal wall against the incoming water for so long had clearly taken a toll on the stallion. His forehead was covered in sweat as his legs were starting to wobble. Each sheet of thin metal had bulged outward to where they were touching the magic barrier. From the glow, the stallion could vaguely see a small pool of water had already started to form between the wall and the magic.

"I guess... this is.... how I.... die..." he said between gasps for air as he could feel his magic weakening. The glow of his horn slowly started fading as the groaning of the wall grew louder. Soon, Steel no longer had the strength left as the magic around his horn disappeared, making the magical barrier do so as well. The stallion collapsed onto the metal floor as water began shooting through the coal doors once again. As he laid there, he looked helplessly up at the wall while listening to the groaning of the metal being pushed to the breaking point and to the sound of rivets breaking under the stress. This kept up until a seam between two of the sheets of metal split open, allowing a torrent of cold seawater to surge into the boiler room.

Steel instinctively closed his eyes and put a hoof up in a useless attempt to shield himself from the incoming water. But as the seconds passed, nothing happened to him. This made the shaking stallion open one eye and peek over his raised limb to see a mixture of purple and turquoise colored magic holding back the wall of water. He raised an eyebrow while tilting his head before the sound of two mares grunting behind him caught his attention.

Looking back, he spotted where the sound was coming from. In the mixed color's glow, he saw a light purple unicorn with a purple and turquoise colored mane standing next to who looked to be Princess Sparkle just as he found himself being grabbed by the turquoise magic. Glancing back at the water as he was pulled back, he could see only the purple magic was now holding back the water.

"I got him, Twilight!" he heard the unicorn say as they moved toward the watertight door leading into Boiler Room One. Seeing that it was closed, the unicorn set him down before using her magic to open it. As soon as it was opened, she looked back and grabbed Steel once again. "Come on!" she shouted as she raced through, pulling the tired stallion along with her. Once in the other room, they both looked on as the alicorn slowly backed her way out of the room. Once she was through the doorway, the unicorn closed the watertight door, prompting the alicorn to cut her magic once the door was closed again.

After doing that, they all could hear the water surging into the boiler room. Luckily, no water was entering the room they were in. As they listened, both mares lit up their horns to allow them to see, illuminating the room in turquoise and purple. Steel however just laid there, having no strength left to stand.

"If you're here to finish me off, then just do it already," Steel quietly said, prompting both mares to turn and look at him with confused expressions on their faces.

"Excuse me?" the alicorn asked.

"You heard me."

"What are you talking about, sir?" the unicorn asked while looking at the alicorn who was equally as confused before they looked back at the stallion. "We're here to save you."

"Don't lie to me," he weakly replied while looking at the two of them. "You must've seen that this ship was still floating." He then chuckled softly. "So you two came back to finish the job."

"I don't understand, sir," the alicorn replied. "We're not here to hurt you. I'm Twilight Sparkle and this is Starlight Glimmer." From where he was, the stallion could only look at the two mares in front of him. His eyes darted between the two of them several times before he looked down at the metal floor and sighed heavily.

"I'm sorry," he softly said before slowly standing up, slightly wobbling in the process. "But how do I know you're telling the truth?" Twilight just raised one of her eyebrows and started rubbing her chin in thought as Starlight smacked her own forehead and groaned.

"Why would we lie about that?" she asked in an annoyed tone while looking at the stallion in front of her. "Did you hit your head or something?"

"What's your name, sir?" Twilight asked.

"Steel," he responded. "Steel Blade." He then dusted off his uniform of any coal dust. "Captain of this ship."

"Okay," she replied. "Do you think we're changelings or something, Captain Blade?"

"Well... At first, yeah," he answered. "But now, I'm not sure. I don't think changelings would've been able to do what you two just did."

"Why would you think that we were changelings?" Starlight asked.

"Because this ship was taken over by them," he replied as he shook. "They were disguised as you two, Princess Celestia, and the other Bearers." After hearing him say that, the two mares looked at each other once more.

"That doesn't make any sense," Twilight said. "Why would the changelings do this? I thought they were reformed. Thorax would never allow any changelings from his hive to engage in this kind of activity."

"It wasn't Thorax, whoever that is," he said, prompting both mares to look at him again. "It was Chrysalis." Hearing that name stunned both mares as they just gasped while staring at him with shrunken pupils.

"Did you just say.... Chrysalis?" Starlight asked. "As in... Queen... Chrysalis?" The stallion just silently nodded. Seeing this, a look of anger appeared on the unicorn mare's face. "What would Chrysalis want with this ship?"

"She wanted... to turn this ship into a mobile hive," he answered. "And she tried to get me to join her."

"And you clearly refused," Twilight said. "So she must be the reason why your ship is like this."

"Eeyup."

"How damaged is this ship anyways, Captain? Or do you know?"

"If I had to take a guess from what I watched that bug do," he said. "I'd say just one compartment is damaged. Boiler Room Two. But I'd need to check on Boiler Room Three to be sure."

"One compartment," the alicorn repeated. "Out of how many?"

"Twelve," Steel answered. As they talked, Steel could sense the floor beneath him become easier to stand on. Feeling this, he looked back toward the flooded compartment. Now that the water had the entire boiler room to flood instead of just the bunkers on the starboard side, the ship began to return toward an even keel, with only a slight list now.

"How many can flood before this ship sinks?" Starlight asked.

"Two," he answered. "Any more than that, and she's finished."

"Alright," Twilight replied before wiping her forehead in relief as she was happy to hear that the ship wouldn't sink. "So. How exactly did this all happen, Captain?"

"Do you want the long version? Or the short?" he asked.

"You can tell us once we get back up on deck," Starlight replied before turning to Twilight. "I'm sure the others are probably worried about us."

"I suppose you're right," Twilight replied as her horn glowed brighter. In a flash of purple, Steel found himself back up on the boat deck with the two mares. He then turned around to find a small frigate floating not too far from his liner. As he looked, Twilight stepped over to the railing and waved at the ponies on board the frigate as she lit up her horn once again, teleporting the trio onto the Solar Wind.

Once they appeared on the deck of the frigate, all of the ponies around them cheered as they saw that Steel was rescued. The stallion just smiled sheepishly until he saw another stallion wearing a uniform similar in style to his walk up to him.

"Welcome aboard the Solar Wind, Captain," he said before saluting, prompting Steel to salute in response. "Captain Broadside, Equestrian Royal Navy."

"Steel Blade," Steel replied before both stallions stopped saluting. "How did you find my ship?"

"Just a case of right place, right time it seems," Broadside replied. "We were sailing for Horseshoe Bay when we found your ship." He then looked over at the Mareitania before looking back at Steel. "Tell me. Where is my brother?"

"Your brother?" Steel asked, surprised by what was asked. "Who's your brother?"

"Port Side," he replied. "Your First Officer. Where is he? Rainbow Dash said that you were the only one aboard that liner. Yet no lifeboats have been launched from what I can see. So where is my brother? Or I guess I should say. Where are your passengers and crew?"

"I'm sorry," Steel replied. "But I... don't know where they are." An awkward silence filled the air as the frigate rocked gently from side to side after he said that.

"You don't know?" Broadside asked as his eye visibly twitched. "What do you mean you don't know?!" At this point, the naval Captain's tone had changed to one of anger, frustrated that this stallion had no clue where any of the other ponies that were on his ship, including his brother, were located. "You're the Captain! How do you of all ponies not know where they are?" Steel visibly shook as the stallion stepped to within inches of their muzzles touching. "Answer me!" Broadside demanded. The red stallion continued to silently shake as his eyes closed. He was doing his best to hold himself together in front of all the ponies on the deck.

"Easy there, Broadside," Twilight said in a calming tone, stepping in between the two stallions while facing Broadside. "Captain Blade's obviously been through a traumatizing experience. Getting angry at him isn't going to solve anything."

The naval Captain looked at the alicorn in front of him before leaning to the side to see Steel still shaking with his eyes closed. He then breathed in deeply before sighing heavily, calming himself down while nodding.

"You're right," he replied. "I apologize. I'm just worried about my brother. That's all."

"I understand," she said. "But taking your anger out on him isn't the way to go." After saying that, she turned around to face the other stallion wearing a white uniform. "Captain Blade. Do you know what happened to all of the other ponies on your ship?" Hearing her ask that in a calm tone, Steel's shaking slowly stopped as his eyes opened to look at her and Broadside.

"I know what happened to them," he replied before taking a deep breath to calm his nerves. "I just don't know where they are." Soon, the memory of what happened the previous day flooded into his mind. He then took another breath and looked at the ponies in front of him. "Like I said before. Mareitania was taken over by changelings." This statement made all around except for Twilight and Starlight gasp in surprise. Even Broadside looked stunned by that. "Chrysalis had my boss being held as her hostage," he continued. "With my sword against his throat. I couldn't do anything about it since my magic was.. blocked by some magic nullifying substance."

"Go on."

"She wanted the ship completely abandoned aside from herself, me, and her little group of changelings she had with her."

"How does she have any changelings still loyal to her?" Twilight asked before looking over at Starlight. "I thought Thorax said he got to all of the changelings that weren't at the hive the day he took over."

"We'll have to have a talk with him when we get back home," she replied. "Let's focus on what happened here though."

"Right," the alicorn said as she turned to look back at Steel. "Sorry. Please continue."

"At first, she thought we could fit all of the ponies on board in the lifeboats," the stallion continued. "But when she realized that the boats wouldn't be able to carry each pony, she came up with a plan to send all of them back to Equestria through some magic portal."

"A portal?" Broadside asked. "You're saying that she had every pony aside from you go through a portal?"

"Yes."

"Where did the portal send them?" Twilight asked.

"Chrysalis told me that it sent them to a field somewhere in Equestria. And that it would erase the memory of everything they did in the last week to cover up what she was doing here."

"I see," she replied as she rubbed her chin while thinking. "Well. That might be a problem when we get back. But it'll have to wait until then. There's nothing that can be done about it now." She then looked back at Steel. "So why exactly did she want you to join her?"

"I'd.... rather not talk about it," he replied before shivering again as the memory of what happened in his cabin and the thoughts of what would've happened flooded into his mind. Sensing that particular issue was one that the stallion clearly didn't want to discuss, the alicorn decided not to push further. Instead, she turned around and walked over to the railing while looking at the now fully abandoned Mareitania. The list that the ship had originally when they first saw it had clearly decreased. But now, the liner posed a navigational hazard if left alone to drift.

"What are you thinking, Twi?" Applejack asked as she, Starlight, and Rarity joined her at the railing.

"I'm just trying to think of what we should do next," she replied. "We can't just leave this ship behind while we continue on to Horseshoe Bay."

"True," the earth pony said. "I don't think this boat can pull that ship either."

"No. That ship is way too heavy to be towed by the Solar Wind."

"Preferably, I'd rather not see anything else happen to a ship that beautiful," Rarity said. "Just think of all the time spent by artists and interior decorators. All of their hard work and time on the verge of slipping beneath the waves."

"Well. What should we do?" Starlight asked.

"Captain Blade?" Twilight called out, making the stallion walk over to them. "How many ponies would you say would be the absolute minimum needed to crew your ship?"

"The minimum?" he replied. "What are you suggesting?"

"Well. We can't leave it here," she said. "It'd pose a hazard to any other ship, especially at night."

"True," he said while rubbing his chin in thought. "With Boiler Room Two completely flooded, we'd really only have Boiler Room One that we can use for getting steam."

"I don't think that would be necessary, Captain," the alicorn replied.

"What do you mean?"

"How many engines does your ship have?"

"Four," he answered. "Four steam driven turbine engines."

"Well," the alicorn said. "Starlight and I could use a spell on two of them to make them run on their own."

"Hold up," Applejack interrupted. "Are you talking about that same spell you used on a snowplow back when we were wrapping up winter?"

"Yep."

"Are you sure that's a good idea? It didn't work out so well back then."

"Hey. I've learned how to control it since then," she replied. She then looked back at Steel. "So how many ponies would you need?"

"Let me think," he replied while looking over at his ship. "If the two of you can get some of the engines going, then I'd still need at least two pegasi to be lookouts and a couple others that can fix up some meals. It's going to take at least a couple of days to get back to Manehattan." He then looked at the alicorn and the rest of her friends. "So you're... offering to help me get Mareitania back there?"

"Of course," Twilight replied. "What do you say, girls?"

"If it means keeping such a beautiful ship from meeting a dreadful fate," Rarity replied. "I'm in."

"I'm sure Rainbow and I can help out with what you need," Fluttershy added.

"Sure we can!" Rainbow exclaimed. "We'll keep an eye out for anything you'd want to avoid."

"Pinkie Pie and I can definitely help out when it comes to providing food," Applejack added. "Provided there's enough on there."

"We were stocked for a voyage from Manehattan to Mareseilles," Steel replied. "And for the return trip as well. I'm sure that the pantries aboard will have plenty of items for you." He then looked back at his ship. "There's still the matter of the damage to the hull," he said. "Even if we get the ship moving again, more water will just get forced in."

"Leave that to me, darling," Rarity said. "Patching a hole is the same anywhere you are. Whether it is for a dress or in this case, the hull of a ship. I'll have that taken care of for you in no time." As he listened, Steel looked over and saw Captain Broadside walk toward the group.

"We'll sail along with your ship as your escort back to Manehattan," he said while walking before stopping in front of his fellow Captain. "The Solar Wind may not be as fast as your ship would normally be. But I think we can keep up with you now."

"Yeah," Steel replied. "I'm sure we'll be lucky to hit 10 knots."

"Well what are we waiting for, girls?" Pinkie shouted as she bounced around in a circle before stopping next to the side of the ship. "We've got a ship to save!" After saying that, she jumped overboard, making every other pony rush to the side where she jumped from. They all then watched as her tail began spinning around rapidly like a tiny propeller, pushing the mare through the water toward the liner.

"Did.. you all know she could do that?" Steel asked while looking what she was doing before looking toward Twilight and the others. They all just started chuckling in response.

"It's Pinkie Pie," the alicorn replied. "Don't question it. Trust me."

Next Chapter: Chapter Eleven Estimated time remaining: 15 Minutes