Mac was looking off the side of the faithful Albatross once more. This time, however, it was under more pleasant circumstances. Myra stood beside him, leaning on the railing.

She seemed afraid. He wanted to say something, but he had no idea what to say that wouldn’t sound completely cliché. He reached out a hoof to her, but retracted it right before it made contact with her shoulder. She turned her head, and smiled at him.

“Even clichés might be helpful right now.” She said warmly, causing him to flush slightly.

“He’s going to be fine.” Mac said, trying his best to be assuring. Myra gave him a calm look, and nodded her head towards the castle they were approaching.

“I’ve only heard descriptions of that place, back before it was the dwelling of a monster crazed with grief.” She sighed. “I never liked dark places, or walking alone. I always knew something sinister was waiting for me in the depths of the world.”

“And now,” she groaned, looking back into the horizon. “I’m going to face my fear, hunting as much as being hunted. I can’t decide whether the fact that so many others are putting themselves in harm’s way alongside me makes that better, or worse.”

Mac thought about that for a second. This was the first time he’s seen her head into certain danger, since she was strangely absent from the Hydra encounter.

“Where were you that day?” He asks absentmindedly. Myra turned to him with a confused expression, causing him to come up with a hasty rephrasing: “I mean, during the attack in the Everfree. Where were you? You didn’t pop up until we boarded.”

She lowered her head, and muttered something under her breath. Mac had to lower his own head, and tilt his ear in her direction. She mumbled again, this time even quieter. It was obvious to Mac by now, from the look on her face, that Myra wasn’t really comfortable with the conversation at hand. He stood back up, apologized, and started to walk off.

“They sent me back!”

Mac froze in place. He turned his head back around to face her. “What?”

“I had no way of defending myself: no weapons, no shield, no magic, nothing! So when they heard the Hydras, and then Kietelethar’s laugh: they… sent me back to the Albatross.”

“Makes sense to me.”

“I didn’t want to go, but— what?”

“If you have no way of defending yourself, it would be a bad idea to send you in.”

Myra lifted a hoof to her chin. “I… guess that makes sense, but, what about you and Orion? You two have no weapons, no Elemental Power, no magic. Why are you here?”

Mac scoffed, and pointed to the brown earth pony- who was currently talking with Rarity- with a hoof as his wings flared out. “We’re part of why you’re even in this mess,” he stated firmly, “we need to fight in order to redeem ourselves in the eyes of our home-worlds.”

He folded his wings and tapped the deck impatiently. “Think of it as our apology to you. Plus, he might not be as dangerous as I’ve made him out to be.”

That caught her attention. “What do you mean?”

“Think about his ultimate goal, Myra,” Mac offered, “he’s here to get his son back, which is an act of loyalty, kindness and generosity. He’s one Element away from being a normal pony.”

“What Element is that?” Myra asked. Mac paused for a long time, puzzling on how to answer.

“Y’know, I’ve never heard him laugh? Like, really laugh, out of nothing but joy?” He chuckled. “That’s the Element he’s missing: Joy.”

Myra nodded, and looked over to the castle, hoping he was right.

“Are you sure this is wise?” Rarity asked, sitting down at a table beside Orion. She avoided his gaze, and instead looked off the deck.

“Isn’t this a cruise ship at heart?” Orion asked innocently, looking over to the approaching waiter. “Besides: I’m paying extra for the service.”

“Yes,” Rarity whispered, “but what if my friends get the impression that—“

“That we’re on a date?” Orion chuckled, interrupting her panic attack. “I was led to believe that is the scenario.”

He took the menus from the waiter, and handed one to her. After they had both ordered coffee, Rarity set down her menu and looked him in the eye.

“True as that may be, it might seem... uncouth to them for me to go out with someone who’s from another world, if you know what I mean. Also, a date on the very eve of a dangerous quest seems... off.”

“I can think of no time better. Besides, we’ve got three more days.” Orion shrugged, opening his menu. “What kind of food would you recommend?”

“I personally prefer their Al Forno Conchiglie with Five Cheeses, but it tends to be rather... expensive.” Rarity sighed. “If your pocket is limited, but your taste is authentic, I’d recommend their Chickpea Burgers with Mint Raita: it’s simply divine!”

“I think I’ll have that, then.” Orion affirmed, closing his menu with a snap. The waiter walked up expectantly, and took out a pen and pad with his magic.

“What can I get you?” He asked.

“I’ll take the Chickpea Burger Large, please.” Orion stated.

The server wrote something on his pad, nodded, and turned to Rarity. “And what get for you, ma’am?”

“I’ll have the Spinach Omelet with—”

She was cut off by a brown hoof resting gently on her muzzle. Orion raised an eyebrow at her, and turned to the waiter: “She’ll have the Al Forno Conchiglie with Five Cheeses,” he gave her a playful grin, “and a small Spinach Omelet on the side.”

The waiter nodded with a slight, knowing grin, and walked off.

Rarity felt the bridge of her nose heat up considerably as she stared at the hoof that rested on her snout: he was just so gentle. He didn’t shove his hoof in her face like Applejack would have done in order to interrupt her, he just set it there, on the tip of her nose, and smiled warmly at her.

And he was such a gentlecolt: he bought her favorite dish for her, even after she explained that it was expensive. She felt like her entire face was heating up by now, and it took a second for her to notice that his hoof was long gone. She looked up to his face, only to be disappointed by the sight of him chuckling like a common idiot.

“And-” she squeaked, before clearing her throat: making him laugh even harder. She tried again, this time with as serious a tone as she could muster.

“And what, pray tell, is so funny?”

“Oh, please forgive me." He said, trying to be polite through his chuckles. "You rather look like a beet.”

He only laughed harder when she scrunched her face up, and puffed out her cheeks, as now she more closely resembled a tomato.

“I still can’t believe you ordered me the Conchiglie,” She tittered, trying her best to change the subject as the color faded from her face, “it was mighty generous of you.”

“I learned from the best.” Orion replied with a wink.

‘Dammit!’ Rarity thought, her blush returning. ‘How does he do that? I’ve had other stallions say sweeter things, and they never caught my attention. Why is he so different?’

Orion merely took note of her reactions and chuckled to himself. The waiter reappeared moments later with their food, and set it on the table before giving Orion a small paper, and leaving again.

“What’s that?” Rarity asked, pointing to the document with her fork before stabbing it into her food.

Orion hesitated in answering, and put the note in his pocket. “The check,” He said casually, “but enough about me…”

He leaned in, and set one hoof onto hers, while picking up a burger with the other. “… I want to hear more about you…”

If Rarity had wings, she’d swear they would’ve been fanned out by now: his tone was so... charming, if nothing else.

“Well—” She squeaked again, only to clear her throat as Orion bit into his burger. “Well, I run a small boutique in Ponyville: Carusel Boutique, named after my father’s old business of building Carousels.”

“That answers about the name.” Orion stated, wiping some mustard from his chin in a dapper manner.

“Indeed,” Rarity continued, “it’s a simple place, drawing business solely from my work as a fashionista.”

“How do you mean?”

“I take inspiration from the personality and appearance of whoever comes in, and design a dress accordingly.”

Orion tapped his chin thoughtfully. “Do you think you could make me a suit?”

*POMF*

Rarity looked down to her suddenly frazzled tail, and picked it up in order to comb it with her magic.

“I-I-I’d love to!” She giggled, finishing with her grooming. “Do you want it after our date, or when we go back to Ponyville?”

“Whenever you want to do it is fine, milady.” He cooed, kissing her hoof.

Rarity let out a soft little sigh as everything around Orion’s face dissolved into a shiny, pink mist. Had Orion focused hard enough, he would’ve seen her pupils take the shape of beating heart. But he was too busy staring into their depths to realize that even his eyes started to take on the same shape.

“I’ll… get started… when we’re done eating…” Rarity sighed affectionately, taking a bite from her food.

“Excellent.”

“B-but enough about me,” Rarity coughed, “I’m ashamed to admit it, but I know next to nothing about you. What is your backstory? Luna seemed to know of you, Mr. Winterguard, how did that come about?”

“Please,” Orion started, “Mr. Winterguard was my father, and my father was the one Luna knew. I never saw her, but she was a close friend to him. He... might have even supplied Nightmare Moon with Thestral slaves during the Nightmare War, out of fear of losing her.”

“O-oh… I see.”

“But that was a darker time, and my personal history isn’t really that interesting. You want to see my life? Watch a sitcom, and there you go.”

“Interesting,” Rarity sighed. “But, I do have one question… what’s a sitcom?”

“A Situational Comedy, hence Sit-Com: It’s like a soap opera with comedy instead of drama.”

“Ah, but surely, you do not disapprove of a good Soap Opera?”

Orion chuckled. “Not if the acting is good, no.”

Rarity tapped her chin with a hoof. “Have you ever seen Guiding Sunlight?”

“No,” Orion shrugged.

“Would you be willing to give it a try?”

“For you,” he sat his hoof atop hers once more, gently as always, “anytime.”

“Are you sure searching the palace without any help from the Guard is a smart move, Twilight?” Applejack questioned, setting her menu down to look at the Alicorn across from her. “Ah mean, Ah know that Stranger told us that Ki might not be all that dangerous, but what about when he finds out that there’s no way to get his son back?”

Fluttershy cocked an eyebrow at Applejack from further in their booth. “Ki?”

“You know who Ah mean, Flutters.”

Twilight set her menu down as well, nodding slowly. “I’m sure everything will be fine, Applejack. It’s a simple mission: go in, explain why the Elements won’t be of use, tell him why we can’t do the spell ourselves, make a new ally from the Land beyond the Outlands, and get out.”

Rainbow leaned over to Fluttershy. “Please tell me that she is not gonna say what I think she’s gonna say.” She said in a hushed whimper.

Twilight shrugged. “What could go wrong?”

“She said it.” Fluttershy deadpanned.

Rainbow visibly flinched at the words. “We’re dead.”

“We’re not dead yet, silly!” Pinkie chirped, hanging her head in front of Rainbow’s face. “We’re just buried under a mountain of rocks, hearing every second tick by as our breaths slowly sap life-giving oxygen from the air!”

Everypony stared at her, eyes wide with a mixture of shock and alarm. It didn’t help that her mane was slightly deflated.

“Uh, that’s awfully specific there, sugarcube.” Applejack shuddered.

“I, uh… got a letter from home the other day… accident with one of the hired hands.”

“Did he insult Limestone or something?” Rainbow asked. Her reply was a swift elbow to the ribs from Applejack.

“Now’s not the time to be cracking jokes, hon.” She hissed.

“Actually, he shot her down pretty bluntly after she asked him out. Why do you ask?”

Everypony shifted uncomfortably in their seats, and avoided eye contact. Rainbow cleared her throat.

“N-no reason.” She stuttered.

Pinkie shrugged, and dropped from the chandelier onto the table: popping up in her seat half a second later.

“What do you think will be waiting for us at the palace?” Twilight asked, speaking to nopony in particular.

Slowly: Everypony turned back to Pinkie, who looked up to them.

“What?”

“Anything happenin'? Ah mean with your Pinkie Sense, there?” Applejack inquired, lifting an eyebrow.

Pinkie shifted her sight from side to side, flexing her muscles to see if anything would pop up.

“Nope,” She sighed after thirty seconds, shrugging.

Twilight massaged the bridge of her nose with a hoof. “Why doesn’t that thing pop up when things are at their worst?”

“I can’t control it,” Pinkie sighed, “but all things happen for a reason. I’m sure everything’s going to be fine!”

“Nevertheless,” the Stranger sighed, finally speaking up after his thoughtful silence, “shouldn’t we apply some sort of strategy to the situation?”

“What do you mean?”

He glared at Twilight. “I mean this: I doubt that someone selfless enough to put himself at risk for a son that has proven to be cruel beyond hope out of belief in the slight chance that he could be changed is a vile villain. But he has killed in the past, while trying to reach his ultimate goal.” His hoof hit the table. “He is a threat, beyond a reasonable doubt. He needs to be stopped.”

“No,”

The shadow cast his binoculars to the side, gliding down the spiral staircase, and swerving effortlessly through the following halls. He stopped in front of the largest door, and kneeled, breathing heavily from the increased weight on his mind.

“My lord Kietelethar, the Elemental Bearers are closing in on us. What is it you want done?”

Kietelethar tightened his fists around the arm of his throne, bending the steel into a knot. He turned his head just enough to let the enslaved Pegasus see his hideous maw from behind the back of his seat, and growled:

“The mechanism is not yet ready… you will buy me some time, however you see fit!”

Kietelethar turned back, watching through a large window as a multitude of his slaves hauled giant gears back and forth, and pounded metal on anvils into various shapes.

The shell of the Pegasus nodded behind him, and walked off.

“However we see fit, eh?” He chuckled darkly, remembering his words to his alternate.

“This fight is for another day!”

This time, the chuckle turned into rolling thunder, then into a hurricane of black laughter that echoed down the halls, and made the Prophet turn his head curiously.

“Well, fool.” He snorted. “That day has finally dawned!”

He flung out his wings as soon as he reached the veranda, and took to the midnight sky: heading towards the unsuspecting airship. Next Chapter: Chapter Twelve: Chilling Encounters. Estimated time remaining: 1 Hour, 57 Minutes