It was late at night in Equestria, so much that most of the ponies were asleep. Even Princess Luna had turned in for the night, as she needed to be asleep in order to monitor the dreams of ponies. She had begun spending extra time in the dreams of Twilight and her friends, as the last incident with Fluttershy made her worried that something really bad could happen to any of them.

After ensuring that Twilight was sound asleep, Trixie went back to her own room and looked out the window thinking about the events of the last few months. Who would have thought that she would be fighting in MARES, or that she would be the host of a powerful titan made of light? Trixie still didn't know too much about Ultramare, and she hadn't heard from Silver Spoon since their last encounter, but at least she had figured out exactly how to use the light.

Thinking about some of the members on the team, Trixie thought about how hard it was becoming keeping the secret that she was Ultramare. She didn't know why she wanted to keep it a secret, as she wasn't told that she had to keep it a secret. Honestly, she just didn't see a reason to tell anyone just yet. Besides, it felt better like this. If the others knew, they might treat her differently on the team. Like this though, she was essentially their silent guardian, always watching over them, helping them fight the monsters in her own way. It was just better for everyone involved if they didn't know.

Trixie suspected that Applejack knew. She was always so supportive, and ensured that no one asked questions when she "vanished". Fluttershy definitely knew, as Trixie pretty much outright told her in the last mission, and Fluttershy saw the light radiating off of her. Rarity was getting suspicious, keeping a closer eye on her, but Rainbow Dash remained clueless as ever. It was odd having an antagonistic relationship with the pegasus normally, but then being called “her buddy” as Ultramare.

Pinkie Pie was impossible to read. Trixie was certain that she didn't know, but then again Trixie didn't have much contact with Pinkie Pie outside MARES, and based off what she heard, Pinkie Pie could have known all along. She had a knack for these things. The ones that made Trixie feel the most guilt over were Octavia and Vinyl, her childhood friends. Octavia was constantly worrying about Trixie, and she took note when she vanished like, and Vinyl had begun researching Ultramare, trying to understand what happened when she flew off.

Then there was Twilight, who Trixie was determined to keep in the dark about this. She was the one originally meant to wield the light, thus Trixie looked at what she did as protecting Twilight. She was extremely sensitive, and Trixie could tell she was actually really afraid, especially with Celestia's condition not getting any better, which was odd to Trixie.

Three months was a long time to be in a coma.

Her radio rang, pulling her away from her thoughts. She walked over and saw that it was Rarity. Funny, she never called anyone outside of work, and it was really late. Still, Trixie answered the communicator.

“Hey,” Trixie said, “Is everything okay?”

“Oh good,” Rarity said relieved, “For a second I was worried you were asleep. I hope I didn't disturb you.”

“Nah, I'm fine,” Trixie said, “I haven't been able to sleep. What about you? What's your excuse for being up so late?”

“W-well, I was just coming back from a friend's place, and I didn't feel comfortable leaving so late,” Rarity said awkwardly, “I… normally would have stayed over night, but uh...”

Trixie sighed, “Say no more. I'm on my way,” Trixie said, “Just tell me where you are.”

“Central Park,” Rarity said, sounding relieved, “Trixie, thank you so much. Don't be too surprised when you see me, and… don't tell anyone, okay?”

“I won't,” Trixie said honestly, “I'll meet you in a few minutes.”

Trixie hung up and went to her closet, pulling out her cape and hat. She honestly didn't need them, but ever since working at MARES she became uncomfortable walking around without wearing something. She usually just wore this when she wasn't in uniform.

When she got to the park, she wasn't surprised to see Rarity sitting on a bench wearing a sexy black dress, high heels on her hind legs, and slightly more make-up than usual. She had seen her dress like this once before, and she was coming from a “friend's” place then too.

She also looked absolutely miserable.

“So, is this like how you dress when you're not killing monsters?” Trixie asked walking up to Rarity, “Or just when going to “play” with your friends?”

Rarity forced a smile, “Well, I do like to dress up every once in a while,” Rarity said. Trixie raised an eyebrow, letting her know she wasn't buying it, but she said nothing else. Rarity jumped off the bench and stumbled a bit, but was caught by Trixie, who immediately smelled alcohol on her.

She was used to seeing Octavia like this, not Rarity.

“Sorry about that,” Rarity said, “As you can see, this is why I wasn't comfortable walking the streets late at night.”

“No need to apologize,” Trixie said, “Octavia has been way worse than this, so I'm used to it.”

Rarity smiled softly and the two began walking back to Rarity's place. It wasn't too far, but it was far enough, and Rarity's current state didn't exactly scream “professional officer with a license to carry arms”.

“I'm sure you have questions,” Rarity said after a few seconds of silence.

“You're dressed in arousing attire, clearly had a few drinks, and were waiting in the middle of Canterlot Central Park after leaving “a friend's” place,” Trixie said, “I think I can piece together what you were doing.”

“Ahh yes, I forgot how perceptive you are,” Rarity said, “Applejack's “star child”. No, I'm sorry, Leader. That's what she goes by these days.”

“You must really hate Applejack,” Trixie said.

“Ironically, she and I used to be best friends,” Rarity said, “Nowhere near as close as I am with Fluttershy, but we were definitely close.”

“But I'm guessing four years ago...” Trixie reasoned. Rarity snorted before speaking.

“Yes, four years ago, during the “Equestrian Evolution of Magic”, Applejack made a choice that I haven't forgiven her for.”

“I'm guessing that choice is the reason you're so lonely now then?” Trixie asked.

“Applejack is a good pony,” Rarity said with a sigh, “But she's pigheaded, and doesn't always think about how her decisions affect others. Trixie, I'm warning you ahead of time,” Rarity stopped and looked at Trixie dead in the eyes, “Be careful being so close to her, otherwise she'll end up hurting you.”

“R-Rarity...” Trixie said, really taken aback by how personal Rarity was. She was usually very private, so for her to reach out like this…

“I like you, Trixie,” Rarity said caressing her cheek, “We got off on the wrong hoof before, but I can see that you and I have a lot in common. You remind me of myself four years ago… Bright eyed, hopeful, yet so naive. One day you're going to have to make a choice, one that may cost you anything. When that time comes, don't let Applejack influence your decision. She's toxic, and if you keep her too close, she will hurt you.”

Ouch, Trixie thought. Trixie had a lot of respect for Applejack, and most of the time she seemed to make pretty good decisions. Yet Rarity was calling her toxic. She may not have hated Applejack, but she certainly didn't like her much anymore.

Rarity walked ahead, and Trixie ran after her, continuing their walk in silence. Was this the real reason Rarity wanted to meet her? Trixie wondered what kind of mare Rarity was before the Equestrian Evolution of Magic.

Before she became so cynical and cold-hearted.

Back in Canterlot Castle, an astronomer looked through his telescope and saw something odd floating in the sky. It looked like a landmass with a huge mountain in the center.

“That's odd,” he said going to his computer to analyze the landmass. It gave of the strangest of readings, but he couldn't figure out how or why it was floating. He was able to tell one thing though. It was moving.

And it was moving closer to Canterlot.

The next morning, MARES was called to take a look at the mysterious floating island with their advanced technology. Even with their state of the art computers, not even they could make sense of the structure.

Octavia looked over the data she received for the seventh time before sitting back in her chair in frustration and groaned.

“It doesn't make any sense,” Octavia fussed, “The electromagnetic field surrounding that island is making it impossible to analyze.”

“So, ya don't know how or why it's floatin?” Applejack asked.

“I'm afraid not,” Octavia said, “I can tell that it is moving though, and it's moving extremely fast.”

“How long until it reaches the city?” Twilight asked from the captain's chair.

“At this speed, I'd give it five hours,” Octavia said.

“Five hours? Perfect!” Dash said slamming her hooves together, “That's five hours to knock that thing out of the sky!”

“And how, pray tell, do you suppose we do that?” Rarity asked, standing on her hind legs in a corner of the command center with her fore hooves crossed, “Think the MARES Wings can destroy an entire island? Or maybe we can dial up your buddy and see if she can fire something big at it?”

Rainbow Dash rolled her eyes scowling at being shot down so hard. Trixie chuckled to herself, but looked down at the Element of Light. Fluttershy, who was sitting next to Trixie, also looked down at the necklace.

“We do need ta look inta this though,” Applejack said, “Ah don't like the idea of this thing floatin over the city. Ponies are gonna get tense.”

“But what can we do?” Vinyl asked, “Rarity's right about one thing, we can't destroy an entire island.”

“Well, we do need to investigate it,” Trixie said, “I say we send a few mares up there to investigate it.”

Applejack nodded hearing that, “Trixie, would you be willin ta investigate this?”

“Yes Leader,” Trixie said.

“Hold on,” Rarity said dropping to four feet again and trotting forward, “Why are you sending Trixie?”

“She suggested it,” Applejack said raising an eyebrow, “Why? Ya got a problem with my orders?”

Rarity shrugged, “It's just…” Rarity walked over to Applejack, “You always seem to put Trixie in the most dangerous situations. We don't know what's up on that island. Sending her there could be suicide.”

“Ah'm sure she'll be fine,” Applejack said walking up to Rarity and getting in her face, “If ya got so much of a problem with it, you can be a part of that team too.”

“Oh, so you can send me to my death?” Rarity asked, “Have you thought any of this through, or are you thinking with your emotions again? Because that worked oh so well before.”

Applejack gritted her teeth and it looked like she was considering hitting Rarity, but both Fluttershy and Trixie got between them and pushed them away, Fluttershy focusing on Rarity with Trixie focusing on Applejack.

“Rarity, don't,” Fluttershy urged, “Applejack is still our superior officer!”

“Hmph!” Rarity said raising her nose at Applejack, her eyes lingering on Trixie, “She's got you whipped good, huh?”

Trixie frowned at Rarity as she turned and trotted back to her corner. Applejack sighed and turned to Twilight.

“So? Who do ya think we should send out there?” Applejack asked Twilight.

“Well, if Trixie is okay with it...” Twilight said.

“I am,” Trixie said, “If this is a major threat, then I have to be there,” Trixie turned slightly to Rarity, who averted her eyes irritated.

“We might be able to scan the area on the surface,” Twilight said, “And we don't know what sort of creatures may be there, so I want Fluttershy and Octavia to go as well.”

“U-understood,” Fluttershy said.

“You can count on me, Twilight,” Octavia said.

“I'll go too,” Rarity said, catching everyone's attention, “Fluttershy and Octavia may need protection, so Trixie and I can look after them.”

“Alright. Perfect,” Twilight said, “The rest of us need to be on stand by in case a monster shows up.”

Applejack stepped forward, “Y'all got yer orders! MARES, move out!”

“Roger!” Everyone shouted in unison. As they ran out of the control room, Rarity lingered for a split second glaring at Applejack, who returned the gesture. When Rarity left, Applejack scowled shaking her head. Twilight walked over to Applejack and placed a hoof on her shoulder.

“Applejack…” Twilight said. Sure, Rarity was out of line, but Twilight did understand why she was so sour. That might have been the reason Applejack put up with her mouth like she did.

Trixie, Fluttershy, and Octavia all got in the MARES Wing #2 and took off, while Rarity chose to take a MARES Wing #1 jet instead. She didn't like the MARES Wing #2, as she couldn't move as well as she liked, so she just followed the larger air craft from behind.

It didn't take long for the two jets to reach the floating island, which was a lot bigger than they thought. It was almost as big as Canterlot itself, with a lush forest surrounding the huge mountain in the center, which turned out to be a volcano.

“Tavi, is that thing active?” Trixie asked her friend, who was already analyzing it.

“Sorry, but we're not close enough to analyze it yet,” Octavia said.

“I'll get a closer look then,” Rarity said over her radio. They looked to the ship's left and saw Rarity's MARES Wing #1 fly closer to the landmass ahead of them.

“Rarity! That's too reckless!” Fluttershy urged. Sadly, either Rarity turned off her radio or chose to ignore it, as her jet continued to fly closer to the floating landmass.

Inside MARES Wing #1, Rarity stopped her jet a little over the landmass at an angle, so she wasn't over the island but could see the volcano. From where she was, it looked like it was inactive, but it was still hard to tell.

“Damn it,” Rarity swore to herself, “I can't see if-” all of a sudden, her dashboard got WEIRD. The gauges were going everywhere, her radar shorted out, and her controls stopped responding, “MARES Wing #2! This is MARES Wing #1! We have an emergency! I've lost control of my jet!”

Back in the MARES Wing #2, all they got was static from Rarity's radio.

“MARES Wing #1, this is MARES Wing #2,” Octavia said through her radio, “We can't get a clear signal. Please return to-” Octavia was cut off by Fluttershy's gasp, “Fluttershy?”

“Something's wrong with Rarity's MARES Wing #1!” Fluttershy cried. Octavia and Trixie looked out and saw the MARES Wing #1 engulfed in electricity like it was shorting out. After a second the jet began a nosedive to the island.

“RARITY!!!” Fluttershy screamed. Before they could respond, their jet began to exhibit the same electronic shortages as the MARES Wing #1. Trixie looked and saw that the floating island was actually moving even closer to them.

“Guys, it's the island!” Trixie said, “We're experiencing the electromagnetic jamming from earlier!”

As she said that, their machine lost control and began a tailspin directly toward the island.

“This is HQ to MARES Wings!” Vinyl called out from her radio, “Come in MARES Wings! Shoot, we lost them!”

“Damn it!” Rainbow Dash swore kicking a wall.

“We need to go after them!” Pinkie Pie suggested.

“Negative,” Applejack said seriously, looking out a window at the island. Dash marched over to Applejack.

“What?! Leader, our allies are up there!” Dash said.

“Ah know, but Ah have faith in them,” Applejack said, “Trust me, they'll be fine up there. Sides, what happens if we go up there, vanish, an' a monster comes to attack Canterlot?”

Dash scoffed walking away, “I'm sure Ultramare could handle it.”

Applejack wanted to correct Dash, but she wouldn't understand. Truth was, if anything were to happen, Ultramare would appear on the island with the others.

There was only one Ultramare after all.

When Trixie came too, she saw she was still inside MARES Wing #2. It looked damaged, but thankfully it was still in one piece. Hell, it might even still fly.

After seeing that she was alone, Trixie stepped out of the MARES Wing #2 where she saw Octavia and Fluttershy. The former was scanning the area with a mini computer while the latter paced back and forth trying to call someone on her helmet's radio.

“Hey,” Trixie said walking over to Octavia, “Anything?”

“Yes and no,” Octavia said, “This island has an electromagnetic shield around it, so all of our equipment works here, but only here. We can't connect with anyone outside, and our jets won't fly off the island either.”

“That's bad,” Trixie said, more so to herself.

“The frustrating thing is that I can't find the source of the shield. I can tell its being generated somehow, but it looks natural,” Octavia continued.

“Think it has something to do with how its floating?” Trixie asked.

“Possibly,” Octavia said. Trixie walked over to Fluttershy, who was looking a tad frantic.

“Trixie, I can't reach Rarity!” Fluttershy said, “Her radio won't respond!” as she got more emotional, tears built up in her eyes, “W-what if she's-”

“She's not,” Trixie cut her off, embracing the upset pegasus, “Rarity's tough, remember? She'll survive somehow.”

“Trixie, please search for her,” Fluttershy begged, “I'd feel safer knowing that you're keeping an eye on her.”

Trixie nodded wordlessly and turned back to Octavia, “Hey, I'm gonna head out and search for Rarity.”

Octavia looked unsure, but she couldn't say anything before Trixie ran into the forest. She just prayed that she didn't lie to Fluttershy. Rarity not picking up her radio was concerning.

Deep in the forest, things were very quiet. Oddly Trixie didn't see any animals scampering around. Either they were all hiding, or they just didn't exist here. The idea of being the only living creatures on this island did not help Trixie's nerves.

As she trotted, she felt like someone was watching her. Okay, she thought, maybe we're not the only living creatures on this island. She pulled out her laser and proceeded a little slower through the forest, listening to every sound. She stopped when she heard a twig snap and pointed her laser behind her.

Once she realized that nothing was coming out, she turned back around, and was scared out of her mind as something red was right behind her. Both she and the creature screamed, but the creature fell onto its back. It then got onto its knees and huddled on the ground trembling.

Said creature was about the size of a pony, with long gray legs and really long hands close to its body, both of which almost looked to be made of bone. It had big eyes, a big mouth, and the rest of its body was covered in red fur.

Trixie hated to admit it, but it was kind of cute.

Trixie put her laser away and slowly approached the terrified creature, “Hey there little guy. I'm not going to hurt you,” she knelt down in front of the trembling monster and held a hoof out, “My name is Trixie. Do you understand me? Do you have a name?”

The creature slowly looked at Trixie and touched her hoof with its hand. Immediately a word came into Trixie's head, as if it were forced there.

Pigmon…

“Pig...mon…?” Trixie asked, “Is that your name? Pigmon?”

The creature, apparently named Pigmon, made a soft yet beautiful sound and nodded.

“Hey, you understand me, don't you? Tell me, did you happen to see another creature like me? She's white, wearing a uniform just like mine.”

Pigmon nodded, got up, and scampered off. He stopped running briefly, turned to Trixie, and jumped up and down making that same sound. Somehow Trixie felt like he was telling her to follow him.

“Okay, I'm coming,” Trixie said with a slight laugh. There was something very likable about this cute little guy.

The two new companions walked through the forest for a good while until they reached the MARES Wing #1. It looked like it took a lot of damage, but it was in one piece at least.

“Rarity!” Trixie cried out. She was about to run to the jet, but Pigmon put a hand out stopping her and shook his head, “She's not in there anymore?”

Pigmon walked off to the side, over to what appeared to be a small cave. Inside said cave Trixie saw Rarity lying on a bed of leaves, her helmet off, and it looked like her wounds were being treated.

“Rarity!” Trixie said running to her friend's side. She was still unconscious, but she was definitely alive, “Thank goodness. Pigmon, did you take care of my friend?”

Pigmon nodded and walked over to a pile of leaves, bringing them over to Rarity and Trixie. They smelled sort of minty actually. Pigmon set the pile down, took a single leaf, and began wiping a wound on Rarity's fore leg with the leaf.

“They heal...” Trixie reasoned, “These leaves have healing properties.”

Pigmon took another leaf and handed it to Trixie. She used her magic to grab it, and then looked at Pigmon who nodded. She then slowly took it into her mouth taking a small bite, and her eyes lit up.

“This is delicious!” Trixie exclaimed, “So, this is what you eat?”

Pigmon nodded and went back to tending to Rarity, who finally began stirring. Trixie held her as she sat up.

“Hey, don't move too quickly,” Trixie said, “You look seriously hurt.”

“Trix…ie…?” Rarity asked slowly, “Where are...” she saw Pigmon and immediately reacted, “Monster!”

“What?!” Trixie cried out. Rarity reached for her laser and pointed it right at Pigmon, but Trixie stopped her, “Whoa! Whoa! Whoa! Calm down filly!”

“Calm down?! There's a monster-”

“Pigmon isn't a monster!” Trixie shouted, “Actually, you owe him your life!”

“W-what did you…?” Rarity asked slowly. Trixie ran over to Pigmon, who was trembling.

“Hey, are you okay?” Trixie asked Pigmon, “I'm sorry my friend scared you.”

Pigmon nodded, but in a way that said to Trixie “I'm okay”. Rarity scoffed and looked away from them.

“So, any idea where the hell we are?” Rarity asked.

“My guess is this is Pigmon's home,” Trixie said, “Fluttershy sent me to search for you. She was trying to reach you via radio, but…”

Rarity nodded and stood up slowly, pulling out her wrist bound radio. All she got was static.

“Shit...” Rarity swore, “I guess my radio's out.”

“Fluttershy and Octavia are back at the MARES Wing #2,” Trixie said, “It's in a clearing, so they should be safe.”

“Good,” Rarity said, “Let's get going. Sooner we meet up with everyone the sooner we can find a way off this rock.”

Rarity walked out of the cave, not even turning to Pigmon. Trixie sighed and looked at the little creature.

“Thank you for rescuing her, Pigmon,” Trixie said, “Once again, I'm sorry for my friend.”

Trixie ran out of the cave, leaving Pigmon alone. He looked at Trixie as she left, and then got up and ran after her and Rarity.

“You could have said thank you,” Trixie said when she was next to Rarity.

“Thank you to a monster? Not likely,” Rarity said, “That thing probably just wanted to take care of me so it could eat me later.”

“So, do you look for ways to be a bitch, or what?” Trixie asked honestly. Rarity sighed.

“Look, the last time I let anyone close to me…” she stopped herself, “Never mind. I'm sorry if I upset you. Like I said last night, I really like you, Trixie.”

“You didn't upset me,” Trixie said, “I'm just saying, your attitude isn't really the best for making friends. I speak from experience.”

Rarity chuckled at that, “Yes, I suppose you would know about that. It's funny, its almost like we somewhat switched places. What made you want to change, anyway? Was it the whole MARES thing?”

“Not really,” Trixie admitted, “I had wanted to redeem myself for a while before joining MARES. I feel like something happened to me a while ago that made me want to change. Sometimes I wonder if it happened during the Equestrian Evolution of Magic.”

“Hmph, if it did that would be ironic,” Rarity said, “Both of us became better ponies on the same day.”

“Are you sure you believe that?” Trixie asked, “That you became better off after that day? Because it seems to me like you lost something pretty important that day.”

“It opened my eyes,” Rarity said turning to Trixie and yanking her uniform jacket open, revealing the Element of Generosity, “Power isn't a blessing. It's a curse. These necklaces took our freedom away from us, and now we have to live the rest of our lives sacrificing for other ponies who in the end won't even thank us,” Rarity placed a hoof on the Element of Light around Trixie, “You know, I have a theory, one that's been building for quite a while.”

“Oh?” Trixie asked, getting a little nervous for some reason.

“Ultramare, where does she go when she flies off? Why is she always there when we need her? Sometimes I wonder if Ultramare may actually be a pony who somehow gained power. I wonder… just what sort of pony she'd be,” Rarity said, looking at the Element of Light intently.

“Rarity… what are you-”

“Whoever that pony is,” Rarity continued ruefully, “I pity them. They have a fate I wouldn't wish on anyone. Do you now what I'd say to that pony if I met them?”

“No… what?” Trixie asked, looking at Rarity intently.

“I'd tell them it's not worth it,” Rarity said seriously, “I'd say to them, you had a regular life. A chance to be whatever you wanted, and yet you threw it away, and for what? To be a hero? Hero's don't exist.”

Rarity turned and walked off, refastening her jacket. Trixie thought about what Rarity said for a second before turning to her direction.

“That pony you were talking about,” Trixie called out, making Rarity stop, “What if she just wanted to do something, and she didn't care what happened to herself? She didn't want to be a hero or anything, she just wanted to do her part. What if… there was someone in particular that she wanted to protect, and she could use that power to protect them?”

“Like someone she loved?” Rarity asked, “I'd tell her that she's being a fool, and she'd be better off giving up that power, taking the pony she loves, and fleeing this whole mess. There's no shame in running away.”

“There is if you can do something,” Trixie retaliated, “No matter how big or small that contribution is, if you can save lives, you owe it to yourself and the ponies you love to take arms. At least, that's how that pony you're talking about probably thinks.”

“Is that so?” Rarity asked turning slightly to Trixie, “You'll learn eventually,” she continued walking off. Trixie didn't even have to ask. Rarity knew, and she might have known for a while. Looking at Rarity as she walked off, Trixie could see a dark aura emanating off of her. It was small, but it seemed tighter around her, as if she herself were holding it.

Trixie frowned and ran after Rarity. They walked for a bit, but both stopped at the same time.

“Really?” Rarity asked rolling her eyes. She turned around and saw Pigmon walking a bit behind them, “Why is that thing following us?”

“He's probably curious,” Trixie said, “He's never seen a pony before, so he wants to learn more about us. Do you want to see our friends, Pigmon?”

Pigmon jumped up and down happily and ran over to Trixie, now skipping in a circle around her making a happy sound. Trixie couldn't hold in her laughter.

“Alright, you're tagging along with us,” Trixie said. As she and Pigmon walked ahead, Rarity scowled to herself.

“Treating that thing like it's a pet,” Rarity fussed. She walked after them, but kept her distance. As far as she was concerned, “Pigmon” was a monster, and she was waiting for it to show its true colors.

Fluttershy hadn't sat down for a second since sending Trixie out to search for Rarity. Honestly, if they were in any danger, they'd know by now, but not knowing was still stressful.

“Please relax,” Octavia urged, “Being tense like this isn't going to help anyone.”

“I know, but I'm worried. Rarity's landing didn't look too good. She might be hurt,” Fluttershy said pacing back and forth. Octavia sighed and went back to focusing on repairing the MARES Wing #2. It was a shame Vinyl wasn't with them. She'd be able to fix this.

“Hey!” they heard from a distance. They saw Trixie waving to them, accompanied by an annoyed looking Rarity and some red creature.

“Rarity! Trixie!” Fluttershy cried out happily galloping over to them, jumping to embrace Rarity first.

“Yes, yes, I'm alive,” Rarity said dismissively, even though she was smiling.

“I was so scared!” Fluttershy said now looking at Trixie, “Thank you for finding her!”

“If you want to thank anyone, you should thank this guy here,” Trixie said referring to the red creature, “Pigmon here was the one who rescued her.”

“Pigmon?” Octavia said walking over to the creature examining it, “Is this the sentient life on this island?”

“I don't know,” Trixie said, “So far he's the only one I've seen.”

“Pigmon sweetie,” Fluttershy said, catching the red creature's attention, “Are you alone on this island?”

Pigmon looked down somberly, making a sound almost like a sob. He then started walking off, but motioned with his hands for them to follow.

“He wants us to go with him,” Fluttershy said, “I think he wants to show us something.”

“Well, what do we have to lose?” Octavia asked, “I mean, it's not like we're going to find anything out here.”

Fluttershy and Octavia trotted after Pigmon, while Rarity sighed and walked after them shortly after. Trixie lingered for a second and thought about the look on Pigmon's face. That was the look of someone who saw great tragedy.

“Who did you lose?” Trixie asked herself before galloping after her companions.

The walk was done in silence, Fluttershy and Trixie right next to Pigmon, who seemed more somber than before. Octavia was right behind them looking around, taking in the scenery. Naturally she had her bazooka strapped on her back just in case. Rarity was the furthest behind, mainly looking at Pigmon distrustfully.

Pigmon stopped in front of what looked like an ancient shrine. Standing in front of the large stone building were five statues that looked like Pigmon, but they looked worn and broken.

“My Faust...” Octavia said in awe, “These ruins have to be well over a few centuries old…”

“Pigmon, is this were you lived?” Trixie asked. Pigmon slowly walked over to one of the ruined statues and knelt down, making that same sad noise, almost like he was crying. Fluttershy looked right next to the door and saw a place where a statue was supposed to be, and gasped.

“Oh my…” she said softly.

“What is it?” Octavia asked.

“These statues… I think they're… Pigmon's friends…” Fluttershy said.

“Wait, these statues?” Rarity said walking over to one of the other statues, lightly kicking it, “How is that possible?”

“Pigmon, can you tell us what happened?” Trixie asked Pigmon, “Why are your friends statues?”

Pigmon turned to Trixie and touched her hoof. This time she didn't hear words. Instead she saw images. Images of a monster walking around, destroying everything. The monster looked like it was made of the same sort of bone as Pigmon's hands and feet, and it was firing explosive rocks out of its mouth.

Trixie also saw other creatures like Pigmon running around screaming in fear. One tripped and fell, but another one (Trixie felt like this was Pigmon) picked up his fallen friend and they continued to run.

Pigmon let go of Trixie's hoof, and she fell back in shock. Octavia and Fluttershy ran over to her.

“Hey, are you okay?!” Octavia asked Trixie.

“I saw… Pigmon's past...” Trixie said, “There was a monster, and it destroyed their entire civilization. I think… I think Pigmon is the last of his kind alive.”

“Oh you poor thing…” Fluttershy said going over to Pigmon and wrapping her hooves around him comfortingly, “You've been lonely this entire time, haven't you?”

“A monster, huh?” Rarity asked looking around, “Think that thing's still alive?”

“If it is, we're in trouble,” Octavia said, “What if it leaves the island and attacks Canterlot?”

“It won't get the chance,” Rarity said storming off, “I'm going to kill it first,” Pigmon jumped up and ran over to Rarity holding her side stopping her, “Hey! Let me go!”

Pigmon shook his head, making urgent sounds.

“He's scared of something,” Fluttershy reasoned, “I can feel it. He's telling you not to fight it.”

“Well I'm not afraid of it!” Rarity said shoving Pigmon off her, “You were too weak to do anything, and that's why your civilization died!”

“Rarity!” Octavia exclaimed, “That's uncalled for!”

“It's the truth! Unlike “Pigmon” here, I have power! I'll destroy this monster myself!”

“We shouldn't underestimate this creature!” Trixie said standing in front of Rarity, “We're talking about something that took out an entire civilization! I don't think we've faced a monster that powerful yet!”

“Well we have to fight it anyway!” Rarity said, “If that thing is still alive, it's going to get to Canterlot, and I plan on killing it first!”

A loud roar caught their attention. They all looked up in fear, but Pigmon ran off a bit and got onto his knees trembling. Fluttershy ran over to Pigmon.

“Pigmon? What's wrong?” Fluttershy asked. Trixie looked at Pigmon, but then was surprised to hear a soft, gentle voice in her head.

It's Redking! He's woken up! We're all in danger!

Trixie's eyes were wide, but she then looked up at the shrine.

“TAKE COVER!!!” Trixie screamed. Standing behind the shrine was the monster in Trixie's vision. It opened its mouth and shot large rocks at them. The ponies and red creature scampered away, as the rocks exploded upon hitting the ground.

“Is that the monster that killed Pigmon's kind?” Fluttershy asked.

“Yeah! He called it “Redking”!” Trixie said.

“Funny how close it was to the shrine!” Rarity said trotting over to Pigmon. She shoved it against a tree and pointed her laser at it, “Well?! How about that?! You led us right to it didn't you?!”

“Stop that!” Fluttershy cried shoving Rarity off of Pigmon, “He didn't know where Redking was! He was just trying to show us what happened to his people!”

“Is that what he told you?! Or is your “animal sense” telling you that?! News flash, he's not an animal! He's a monster, just like the thing that's out there right now!”

“Speaking of said monster…!” Octavia said, catching everyone's attention. They looked and saw Redking walking after them. Trixie got in between Rarity and Fluttershy.

“How about we get to the MARES Wings first then have this discussion of ethics?! Sound good?!” Trixie asked. Rarity swore and ran off into a different direction, apparently to her MARES Wing #1.

Octavia ran out, got on her hind legs, and fired her bazooka at Redking. The blast hit the monster's stomach, but it lightly dusted itself off and continued to stomp after them.

“Yeah, we're going to need extra fire power!” Octavia suggested.

“Pigmon, come with us!” Fluttershy urged, “It isn't safe here!”

Pigmon nodded and followed Fluttershy and Octavia to the MARES Wing #2. Trixie looked up at Redking again, wondering if she needed to summon Ultramare yet. Green lasers shot Redking in the stomach, and Trixie saw MARES Wing #1 flying toward the monster. Realizing that she'd be able to keep it busy for a bit, Trixie ran after her friends.

“I'll deal with Pigmon later!” Rarity said in the cockpit of her machine, “Larger prey is more fun to hunt anyway!”

MARES Wing #1 fired at Redking again, but the monster was just as unfazed. It ran over to the jet and swiped it arms, but MARES Wing #1 flew out of the way. The monster then fired explosive rocks at the jet, but Rarity was too swift and managed to dodge all of the attacks.

MARES Wing #1 turned on a dime and flew directly toward Redking, using its wings to hit the monster. Just like last time, the monster just dusted off the attacks.

“So you've got tougher armor?” Rarity asked/taunted, “That just makes this game more fun,” she laughed dangerously, “The huntress always claims her prey.”

Trixie, Fluttershy, Octavia, and Pigmon made it back to the clearing and looked to see Rarity's fight. From where they were it looked like she was having a bit of trouble.

“Why is that mare always so reckless?!”Octavia asked.

“We need to support her with the MARES Wing #2!” Fluttershy urged.

“I'll get Pigmon to safety!” Trixie said, “You guys go help Rarity!”

Octavia and Fluttershy nodded going inside the jet. A few seconds later it took off. Trixie led Pigmon back into the forest near the cave where she found Rarity.

“Okay, find some cover,” Trixie said, “I need to go help my friends,” Trixie was about to run off, but Pigmon grabbed her stopping her, “I know you're scared for me, Pigmon, but I'll be fine,” the Element of Light began flashing at that moment, “They need me.”

Trixie lightly pulled away from Pigmon and galloped back to the fight. Using her magic to activate her necklace, she leaped into the air, becoming one with the light.

Deep in the forest, there was a bright flash of light, and Ultramare rose from the forest, immediately getting in a fighting stance.

Through the Element of Light, Trixie Lulamoon is able to call on the power of the being known throughout Equestria as Ultramare!

“Ultramare!” Fluttershy cried happily.

“She must have followed us to the island!” Octavia said, equally happy.

“It's about time you showed up,” Rarity said with a smirk. She didn't want to admit it, but even she was getting a bit concerned.

Ultramare and Redking charged to and grabbed each other. Surprisingly this monster was a little bigger than Ultramare. Not to be intimidated, Ultramare kneed Redking in the stomach a few times, but the monster threw her back and then tackled her to the ground.

Rolling to her feet, Ultramare threw her left hand out throwing a blue dart of light at Redking. The attack just lightly grazed its armored body, and the way it dusted itself off told Ultramare how little he felt that.

Redking charged over to Ultramare, who looked shocked for a second and braced herself for the incoming assault. Redking was relentless, punching and swiping at Ultramare, who was forced into a defensive stance.

Right when it looked like she was getting overwhelmed, MARES Wing #1 fired its lasers at the monster getting its attention.

“Ultramare, now!” Rarity called out from her jet, “While he's distracted by me!”

Ultramare nodded and grabbed Redking's back. She then threw Redking to the side onto the ground. As Redking was about to stand up, Ultramare ran over to the monster and grabbed his neck in a lock, and began punching his face.

Unfortunately Redking was too powerful and forced Ultramare off of it. It then fired its rock blast at her point blank, each rock exploding on impact. Ultramare screamed in pain as she fell back.

“This monster…!” Octavia said shaking her head, “Is it even too much for Ultramare…?”

“No…!” Fluttershy said covering her mouth in horror, “Please stand up Ultramare…!”

Okay, now Rarity was getting worried. Ultramare had tough fights, but this was usually around the time she started winning. It looked like she was honestly having a hard time with this one.

“Damn it…!” Rarity swore, “I don't like it when you're right… but we might have bitten off more than we can chew if you're having trouble…”

Ultramare forced herself to her feet and looked at her opponent, breathing heavily. She hadn't gotten any good hits in on this creature at all, and none of her magic attacks seemed to work on it.

Redking ran over to Ultramare again, but before it could reach her, MARES Wing #2 fired its blue pulse beam at its feet stopping it. Redking retaliated by turning to the large jet and fired its rock blast at it. MARES Wing #2 moved out of the way as fast as it could, but some of the rocks hit its side exploding.

Both its occupants screamed as the ship came crashing down to the surface. Ultramare looked at that horrified, and then tightened her fist in anger. She then gathered energy into an orb in front of her, held it in her right hand, and threw it out in the form of a large energy stream. The attack knocked Redking back, but it soon got to its feet and pounded its chest like a gorilla and fired its rock blast at Ultramare. This time she managed to roll to the side out of the way.

But when she got to her feet, Redking fired at her again, this time hitting her and knocking her back. Redking wasted no time running up to Ultramare and kicking her while she was down. It then picked her up and threw her over its shoulder. Before Ultramare could get up, Redking stomped its foot on Ultramare's chest holding her down and doing extra damage. As this went on, her Color Timer began flashing red.

Ultramare can only manifest in this dimension for 3 minutes before running out of power! If her Color Timer runs out, Ultramare will never rise again!

“LET HER GO YOU SON OF A BITCH!!!” Rarity screamed, firing rapidly at Redking's back. After a second, Redking turned to MARES Wing #1 and fired rocks at it, but the jet managed to fly out of the way.

That gave Ultramare the opening she needed to throw Redking off of her and roll to her feet. She charged up energy, brought her hands to her left side, and then fired three energy darts at Redking. It was time to finish this now.

Standing straight up as Redking turned to her, she charged up energy into both of her hands, threw them out to her sides, and brought them into a cross formation-

Stop! Don't shoot! Redking wants you to do that!

Was that… Pigmon…? Ultramare looked down to her left and saw the tiny red monster swirling its hands around making frantic noises. She then looked at how Redking was standing and saw he was bracing himself. She didn't know what would happen, but she had a feeling that if she fired her attack, something terrible would have happened.

What am I going to do now, she thought to herself.

“What are you waiting for?!” Rarity called out from MARES Wing #1, “Launch your attack!”

Ultramare wanted to. She so wanted to. But she couldn't risk it. Surprisingly, she lowered her arms.

“What the hell…?” Rarity asked, watching this from her cockpit. Ultramare did odd things sometimes in her fights, but she always had a reason for what she did.

So… why wasn't she attacking?

Realizing its opening, Redking fired its rock blast at Ultramare, who was unable to prepare and fell back screaming in pain.

“Ultramare!” Rarity screamed, once again firing at the giant monster, who this time just ignored her jet's attacks and slowly approached the injured titan. Right when it was almost on top of Ultramare, a large golden stream of energy shot out of the sky between Ultramare and Redking, throwing the latter back.

Ultramare and Rarity both looked up and saw something slowly descending in front of Ultramare. It looked like another titan similar to Ultramare. When they landed on the ground, the light died down, and they got a better look at the newcomer.

They were a titan similar to Ultramare, but they had a slender silver and white body. They, like Ultramare, were also female but their chest was heftier and they wore heavier silver armor over their chest and shoulders. She had white hair that was longer and fuller than Ultramare's, going down to her waist and falling over her shoulders a bit, she had a longer fin on the top of her head, and the same almond shaped eyes like Ultramare, only they looked slightly sharper, giving the giant an older appearance. In the middle of her chest was a blue gem shaped almost like a sun or star, apparently her Color Timer.

Ultramare slowly looked up at the newcomer as she stood in front of her. The silver and white titan turned to Ultramare and nodded, and Ultramare fell down exhausted. She glowed brightly, and then faded away.

On the surface, Pigmon covered his eyes and made a sound a lot like a cry.

“ULTRAMARE!!!” Rarity shouted, landing the MARES Wing #1 as the new silver giant looked at Redking and got in a very specific martial arts stance (Think Chun-Li from Street Fighter) making a loud grunt that screamed “I'm ready”.

Octavia and Fluttershy slowly stepped out of the badly damaged MARES Wing #2 and were alerted by the sounds of a fight. The ghostly voice sounded much deeper and forceful than Ultramare's voice. They looked up and saw the new giant as she fought Redking, her fighting style much more precise and forceful than Ultramare.

“What the hell…?” Octavia asked.

“Where's Ultramare?” Fluttershy asked a little frantic. Her radio went off, showing Rarity's frequency, “Rarity?!”

“Good, you're alive!” Rarity said. She sounded like she was running.

“What's going on?!” Octavia asked, “Is that Ultramare?!”

“No, she was injured by Redking! I don't know who that other giant is, but she seems to know Ultramare! I'm going to search for Trixie, you two find cover and try to get in touch with HQ! I don't care how you do it!”

“I may have an idea,” Octavia said, “But we need to be inside the MARES Wing #2 for it to work.”

“O-okay,” Fluttershy said looking worried, “Rarity, please find Trixie.”

“I will, I promise,” Rarity said hanging up her radio and looking ahead, “Please be alive Faustdamn it.” Rarity brandished her laser gun and galloped deeper into the forest.

Back at the HQ, Twilight looked up from her desk in shock, her attention pulled to the floating island as it approached.

“Trixie…?” Twilight asked slowly, “Are you… in danger…?”

Back on the island, Trixie was on a beach away from the island lying near the water unconscious.

Author's Notes:

I'm going to work on the second part of this episode IMMEDIATELY, so you won't have to wait half a year for it. I promise.

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