This means "in show" narration. Doing this to truly capture the Ultraman feel of the story.

A unicorn pony with a microphone in his ear was running back stage, frantic. As usual, Vinyl was cutting it close. She was going on stage in a matter of minutes, yet she was still in her dressing room.

"For Faust's sake, she doesn't even wear clothes!" he said to himself, "Make sure those lights are at the right level!" he shouted to the rodies, "Vinyl doesn't like the lights blasting in her eyes! Sheesh, where is she?"

In her dressing room, Vinyl was kneeling, using her magic to hold up her small rosery with a quill at the end. Her eyes closed, she silently thanked Faust for all of the wonderful things in her life; her fans, her Cutie Mark, her great ear for music, her looks, and of course her friends. She ended her silent prayer with a soft "amen", crossed herself, and stood up. She opened her crimson eyes, turned and walked over to the door of her dressing room, using her magic to grab and put on her purple sunglasses.

"You are cutting it too close this time, Vinyl," the frantic unicorn said walking over to her as she made her way to the lift to her stage.

"Sorry hun, but Faust and I were having a good talk," Vinyl stated.

"Seriously, I get that you're a devout Celestian, but this is supposed to be a major concert. This is the last day of your tour, so you have to take this seriously."

"I am taking it seriously. The difference between you and me, you're here for the money, and I'm here for the ponies out there waiting to hear me play," she frowned, "Besides, this isn't just the last day of my tour. I'm taking a break from performing after this."

"Wh-what?!" her manager asked. She didn't even grace him with an answer, as she was now on the lift, and was raising up to the stage.

She could hear the crowd chanting her stage name Pon-3. It used to invigorate her, but these days their chants only reminded her of the double life she lead. Before she reached the top, she took a deep breath, and put on a confident smirk just as she reached the top.

"HELLO HOOFINGTON!!!! ARE YOU PONIES READY TO ROCK?!!!" the loud cheering from the crowd left Vinyl invigorated. This was the original reason why she wanted to become a DJ/pop star. Why she loved making tunes and singing. It was for them, her beloved fans.

I'll miss you all so much after this concert.

Sometime after the fight against Melba, the ponies of MARES are met by Applejack and Rainbow Dash. The two ponies were eager to join MARES, and were immediately put to work by Princess Luna, who has identified unusual activity around Hoofington. Currently, MARES has been dispatched to investigate.

Two jets were making their way to Hoofington. One jet was the MARES Wing #1 piloted by Trixie and Octavia. The second jet was the newest weapon the MARES Wing #2, a larger jet that could house up to five ponies comfortably, currently being piloted by Twilight, Rainbow Dash, and Applejack. They had two jets so A) in case they needed to fight they would have more fire power, but also B) so that Twilight could speak to her friends in private.

"Thanks for coming guys," Twilight said from the main cockpit, "I'm sorry you had to be put right into action after joining."

"Nah, think nothin of it," Applejack stated from the copilot seat, "We were ready ta fight the second we walked in the door," she looked out the window seriously, "Ah jus' wish Rarity, Fluttershy, and Pinkie Pie would snap out of it and help too."

"Ahh, let em keep being weird," Rainbow Dash said leaning back in her seat at the navigation table, "At least we're here, right? Speaking of which, why are those two still here?" she asked pointing out to the MARES Wing #1, where Trixie and Octavia were.

"Rainbow Dash, it's like Twilight said, we need all the help we can get," Applejack said,"Though Ah am a little shocked that they're so willin ta fight, 'specially Lulamoon."

"And what's up with that necklace she's wearing?" Rainbow Dash asked, "A bootlegged copy of an Element of Harmony? Is that her next bit?"

"Dash, be nice," Twilight shot at her friend, "Trixie is changed now. She was a big help in the fight against Melba. I don't know where that necklace came from, but I think it's the real deal."

"Did ya ask her where she got it?" Applejack asked.

"Once, but she told me that she didn't know. It just appeared around her neck. It might be a missing Element or something."

"Yeah, well I don't like it," Rainbow Dash looked out at the jet flying next to them, "The sooner we can convince the others to join us, the sooner we can shoot the giant rainbow thingy out and start picking these things off one by one, and we can say good bye to Trixie and her girlfriend over there."

"Trixie and Octavia are just friends," Twilight said, "and what do you have against Octavia?"

"She's a civilian, she shouldn't be here," Rainbow Dash said seriously, "We can't get other ponies involved with us. Remember the incident? We made a decision that day to-"

Twilight sighed sadly, "I remember. That's why I really want them to be a part of this. This time, we can't make the same mistakes."

Rainbow Dash groaned silently and sat back down. Twilight turned to Applejack, who just closed her eyes and turned away. Twilight looked down in sadness before focusing on where she was going. Ever since that day, none of them were quite the same.

A few minutes later, both jets landed outside Hoofington. Twilight, Rainbow Dash, and Applejack stepped out in their uniforms, and they saw Trixie and Octavia standing at the gate waiting for them, also wearing their uniforms, but Trixie was wearing her necklace, which made Rainbow Dash frown.

"Hmph," she said glaring at Trixie before the three of them walked over to their fellow MARES officers.

"Princess Luna told us to set up base here in Hoofington for a few days to investigate the strange energy signatures," Twilight explained.

"Mmm, just tell me where the bar is and I'll start there," Octavia said stretching, "Honestly I haven't had a drink in days, and that flight was exhausting."

"Um, by days, don't you mean three?" Trixie asked.

"Hey, that's a long time for me," Octavia defended.

"Ah think it might be best if we wait till after the mission before we start relaxin," Applejack stated.

"I don't know, AJ, I sort of think Octi over here has the right idea," Rainbow Dash said, not noticing the look on Octavia's face, who apparently didn't appreciate the nickname Rainbow Dash gave her.

"We were flying for a while," Twilight reasoned, "We don't have to get started right away, and it is late. Applejack, how about you and I get rooms at the hotel, and everyone else can go relax. We'll meet back up at the hotel at ten o'clock."

"In that case," Octavia began, "all in favor of going to the bar, say I."

"I," both Octavia and Rainbow Dash shouted at the same time, much to Trixie's dismay.

"Great, and she looks like she can hold her liquor so well..." Trixie groaned sadly.

"Have fun, you three," Twilight said.

"Try not ta get too hammered, ya hear?" Applejack said, making Trixie sigh in frustration.

"You don't have to worry about me," Trixie stated, "It's Octavia you need to watch out for."

Even still, the azure pony was pulled off by her gray coated friend. Rainbow Dash shook her head and ran after them. After laughing for a bit, Twilight and Applejack walked to the hotel.

When Trixie, Octavia, and Rainbow Dash turned the corner, they were met by a pretty white pony with a neon blue mane and tail, red eyes, and a serious glare. She was staring right at Trixie and Octavia, who returned the serious glare.

"You two have got some nerve coming to this town," the white pony said seriously.

"Gee, I thought after all these years we'd be forgiven," Trixie said arrogantly.

"You think I forgot?" the white pony said angrily, turning away, "I could never forget what you two did to me."

"You got what you deserved, witch," Octavia said somberly, "Ponies who abuse magic must be punished."

"Well, then I guess it's a good thing that I finally regained my powers," the white pony said giving them an evil smirk, "Retribution waits for the two of you now, and soon, the world will be mine."

"Not if we have anything to say about it!" Trixie said getting in a fighting stance along with Octavia. The white pony also got in a fighting stance. For a few seconds they just stood there doing nothing, leaving Rainbow Dash confused. Eventually, the three of them dropped their hooves and smiled at each other.

"You two actually remembered that?" the white pony said.

"That was our favorite book," Trixie said, "It was the first book we read all the way through together."

"Twenty years ago, right?" Octavia asked, "It's been a long time."

"Too long," the white pony said. After another second, the three of them screamed loudly, and ran over to each other and embraced, laughing and jumping around. Now Rainbow Dash was really confused.

"It's so great to see you guys!" the white pony said.

"You look great Vinyl!" Octavia said.

"You too, both of you!" the pony revealed to be Vinyl said. The three friends stepped away from each other still smiling, "And what's this? Trixie Lulamoon without her famous hat and cape?"

"They didn't look right with the uniform," Trixie explained, "But hey, the helmet looks cool, right?"

"On you, but your uniform makes your flank look a little thick," Vinyl said frankly to Octavia. Octavia made an annoyed sound and turned her nose in the air.

"The reason my flank looks large is because I spend so much time on my hind legs. What you call fat, I call muscle."

"Whatever," Vinyl said hunching forward a bit and wagging her tail, giving Octavia a suggestive smile, "You're just trying to cover up how mad you are that I'm still sexier than both of you."

Trixie laughed arrogantly, "You jest, Vinyl, for you see, it's quite obvious that I am in fact the sexiest."

Octavia looked at Trixie like she was crazy, "You're joking, right? You must be joking. Clearly I'm-"

"Ahem!" Rainbow Dash called out, catching the three friends off guard, "Hi, still here. Remember me?"

"Hey, I know you!" Vinyl said galloping over to Rainbow Dash, "You're Rainbow Dash, Element of Loyalty and current second in command of the Wonderbolts!"

Rainbow Dash apparently forgot why she was annoyed and laughed arrogantly, "Yeah, well you know, it ain't easy being awesome, but I make it look so good."

"It's an honor," Vinyl held out a hoof, "I'm Vinyl Scratch."

"Nice to... meet... you... OH MY FAUST!!!" Rainbow Dash shouted, "You're DJ Pon-3!!! I didn't recognize you without the glasses!!!"

"You'd be surprised how many ponies are the same way. But I am only DJ Pon-3 with the shades. Right now, I'm just Vinyl," Vinyl turned to Trixie and Octavia, "So why are you guys here with an Element of Harmony? And what's with the uniforms?"

"It's a long story," Trixie said, "Why don't we talk in the bar?"

When they got to the bar, naturally Octavia began chugging liqour like it was fruit punch. Rainbow Dash was sitting between Octavia and Vinyl, partially so she can monitor Octavia's drinking, but mostly so she could keep an eye on Trixie, as she spoke to Vinyl.

"So you guys think it's centered around here?" Vinyl asked.

"That's what Twilight said," Trixie explained, "I can't give out all the details, but there's a major chance that Hoofington could be in danger."

"That's bad, I hope my fans will be okay," Vinyl said looking down seriously.

"How is your career anyway? Yesterday was the last concert of your tour, right?"

"Yeah, among other things," Vinyl said taking a sip of her tea, "I'm stepping out of show business."

Trixie almost chocked on her drink before looking at Vinyl like she grew a second head, "Excuse me?!"

"I just don't enjoy it like I used to. It's weird, but ever since the Equestrian Evolution of Magic, I feel like the music has lost it's meaning to me. It feels like there's something I'm supposed to be doing with my life right now."

Rainbow Dash looked down seriously hearing that, "Damn it," she said to herself.

"But what are you going to do?" Trixie asked.

"You should join MARES...." Octavia said loopily, catching everyone involved off guard, "It'll be fun... you... me... Trixie... the three of us... reunited..." she raised her glass as if everyone was with her, "Bring back the Three Musketeers! All for one, and one for all! Whoo!" she chugged her third drink.

"Sheesh, and I thought I was bad," Rainbow Dash said shaking her head.

"Well, it's good to see she's still her wild self," Vinyl said laughing with Trixie, "But join MARES, huh? I don't know, should I join?"

"The defense of Equestria should be handled by the Elements of Harmony and only the Elements of Harmony. Civilians should stay out of our way," Rainbow Dash stated, looking right at Trixie. She then got up and walked out of the bar.

"I'll be right back," Trixie said to Vinyl before trotting out of the bar to catch up with Rainbow Dash.

"Hey! Dash!" Trixie called out, stopping Rainbow Dash, who stopped and turned around.

"What?" Rainbow Dash asked harshly.

"Do we have a problem or something? Ever since you and Applejack joined MARES you've been giving me dirty looks, and just now, I have this feeling that what you just said to Vinyl was meant for me."

"Gee, where on Earth did you get that idea?" Rainbow Dash spat walking over to Trixie.

"Maybe the part where you were looking right at me gave it away, I don't know. Seriously, what is your problem with me?"

"My problem is you thinking you can be some hot shot hero, walking around with that cheap copy of an Element around your neck! What, is that your newest trick?! Are you masquerading as one of us now?!"

"You don't know a damn thing about me! I'm not explaining myself to you, but I'm not taking my necklace off!"

"Then go play hero somewhere else! Leave the real fighting to the real Elements!"

"I'm not trying to be a hero! I'm just trying to do the best I can to help ponies! If you don't like me here, then too bad! It's bad enough that I'm homeless now, thank you very much!"

That hit a nerve, and Rainbow Dash glared at Trixie, "Oh, are you saying that it's my fault that you're a has been?"

"Not everypony looks at the Equestrian Evolution of Magic as some big miracle," Trixie said angrily, returning Rainbow Dash's glare, "This world was just fine without you and your friends bucking it up. As far as I see it, you're just a self righteous bitch who thinks that you have the right to decide the fate of the whole world just because of that necklace around your neck."

It happened too fast. Rainbow Dash immediately punched Trixie hard in the face, knocking her down. Trixie got up, and returned the gesture by lunging at Rainbow Dash and knocking her to the ground. The two mares rolled on the ground for a few seconds trading blows, until two ponies ran up to them and broke them up, both of them wearing MARES uniforms.

"Both of you STOP IT!" Twilight shouted pushing Trixie back.

"Honestly, Ah expected better from ya'll!" Applejack shouted, pushing Rainbow Dash back, "Ain't we supposed ta be a team?!"

"That's right! We are!" Rainbow Dash shouted pushing Applejack off of her, "You, me, Twilight, Rarity, Pinkie Pie, and Fluttershy, we're supposed to be a team! That one right there," she was referring to Trixie, "She's not a pony I plan on working with!"

"Yeah? The feeling is mutual!" Trixie shouted.

"Dash, Trixie, come on!" Twilight urged, "We're still on a mission here! Let's worry about our personal issues after we make sure Hoofington is safe!"

Dash scoffed and turned around, walking away. Twilight turned to Trixie and looked at her making sure she was okay, "Are you hurt?"

"Yeah, I am," Trixie said harshly looking at Twilight, "I'm sorry, but I don't think this is going to work out."

"Trixie, what are you talking about?" Twilight asked.

"I'll finish this mission, but after that you guys are on your own. It's clear that I'm not wanted here," she was about to walk back into the bar, but Applejack grabbed her leg stopping her.

"We need everypony ta lend a hoof if they can," Applejack said, "Even if ya ain't an Element of Harmony."

Trixie sighed, lightly pulled her leg free, and trotted back into the bar. Twilight looked really upset, but Applejack was looking back at the direction Rainbow Dash trotted off from.

When Trixie got back in the bar, Octavia was on her fifth drink, and looking like she was about to hit her limit. Vinyl looked over at Trixie, and ran over to her when she saw the bruise on her face.

"Trixie! What happened? Are you okay?" Vinyl asked.

"I just need a drink and I'll be fine," Trixie said walking over to the counter, "Hey, I'll have whatever she was drinking," she said to the bartender, referring to her drunken friend.

"It's going to be fine..." Octavia said, "Whatever happened... it's only a problem... if you let it... become one..."

"Yeah, at least one good thing happened today," Trixie said as Vinyl sat down on her other side, "At least I have you guys."

Before she could even begin to take a sip of her drink, she got really emotional and actually started to cry a bit. Both Vinyl and Octavia (despite being drunk) noticed that and put their forelegs around Trixie, comforting her.

At least her best friends cared about her.

Unknown to everypony on the surface. A red fireball was flying underground, making it's way to Hoofington. On the surface, Vinyl's manager was walking through the park thinking to himself.

"The last concert, huh? Oh no, Miss Scratch, we can't let that happen. We still need you," he said, his eyes glowing sinister yellow.

The next day, Vinyl trotted over to her trailer. Since she gave her last concert two nights ago, it was time for her to pack up. She was putting her records in boxes when she turned to the side and saw her sunglasses lying on a desk. She went to the glasses and held them in her hooves, remembering the last concert Octavia was able to go to.

Three months ago

"Vinyl, I have to ask you," Octavia asked as they walked to Vinyl's trailer, "Why don't you like anyone to call you DJ Pon-3 when you're not on stage?"

"I don't know. I guess because that's not who I am," Vinyl explained, looking up at the glasses resting on her horn, "When I put these on, that's when I become DJ Pon-3."

"Only when you wear those glasses? Why do you wear them on stage? It's usually so dark, except for the lights flashing around you."

"Eyes are the window to the soul," Vinyl began, "This way no one can see what's really going on in my head. I can be who the crowd wants me to be, and they'll never see the fear in my eyes."

"You're afraid to show them the real you?" Octavia asked looking down sadly.

"You know how that feels, right?" Vinyl asked looking up with a sad smile, "Not being able to show ponies the real you? Truth is, I'm a coward. I can't even put on a fake persona like you. Everyone looks at DJ Pon-3 and expects her to be this rowdy, strong, loud pony with a heart of gold and nerves of steel: somepony I'm not in the slightest."

"I wonder, out of the three of us, you, me, and Trixie, which one really is the coward. The one who puts up a front, the one who drowns out her sorrows, or the one who runs from everything," Octavia said.

Vinyl gave a small, pitiful, laugh, "We're a mess, aren't we? All three of us."

"That's why we're such good friends though," Octavia said, "We can all do the one thing the other two are afraid to do. At least Trixie is genuine with herself."

"Yeah, she's not living a double life like us."

The two friends walked closer to each other, letting their tails hit each other as a sign of affection.

"I guess it's time to say good bye, huh?" Vinyl said sadly to the sunglasses. She put them in a small box and closed it. She took a relieved breath and decided to get some fresh air. Outside though she saw something that made her see red.

A poster... with her on it.

"DJ Pon-3's farewell concert?! Tonight at Hoofington Stadium?! That BASTARD!!!" she stormed off to her manager's office. She pushed right past the security and the secretary, going right up to the pony she really wanted to punch in the face.

"We need to talk!" Vinyl shouted.

"I'm assuming you saw the posters then?" her manager said with his tail turned to Vinyl, looking out the window.

"First of all, there's no way to get tickets out on such short notice, and second of all, I said that two days ago was my last show!"

"I apologize, but my master has other plans for you. You see, you're so well known, just knowing that you're going to be there will draw in the largest crowd."

"So this is about the money?! Shit, it's ponies like you that make me want to quit show business!"

"Tell me, Vinyl, where on the poster did you see a price?" he asked, making Vinyl stop. She didn't see a price on the poster.

"But then, why-"

"Like it said on the poster, this is you're farewell concert. You're saying farewell to not only your fans, but your life," he turned around and Vinyl saw his eyes were glowing yellow, "You and all of Hoofington will make excellent vessels for the Kille."

"Wh-what? NO!" she turned around and tried to run, but the door slammed shut and wouldn't open. She banged on the door frantically, tears of fear in her eyes, "HEY! SOMEBODY HELP!"

"Everyone here has already been taken by the Kille," the manager stated, using his magic to make ropes come out of his desk. The roped shot out at Vinyl and wrapped themselves around her back legs, and a few more wrapped themselves around her forelegs and began pulling her back over to the manager. Vinyl struggled the entire time, crying and screaming, hoping that somepony would hear her screams. Her manager turned her around to face him and pointed his horn to hers.

"Shh..." he cooed, shining a light from his horn as she cried, "It'll all be over soon."

"No..." that was th elast thing she said before her world went black.

DJ Pon-3!

DJ Pon-3!

DJ Pon-3!

That sounded familar. Her beloved fans chanting her name. That was a sound that used to invigorate her, but these days...

These... days...?

Vinyl's eyes shot open when she realized where she was. She was on the lift to the stage, and it was already going up. She tried to move, but her feet stopped where they were, chained to the floor of the lift. She also felt something cold on her horn. What was going on?

When she made it to the top of the lift she was horrified to see so many ponies in the stadium.

"No! You shouldn't-"

"HELLO HOOFINGTON!!!" her voice sounded out of nowhere. No... it was the voice of DJ Pon-3. The manager had recorded her voice!

"THIS IS GOING TO BE A BLAST!!! ARE YOU PONIES READY TO PARTY!!!"

Everyone cheered loudly. Normally Vinyl would be smiling hearing that, but this time she was horrified.

"You need to run away!" she screamed, her voice being drowned out by their cheers, "Something's wrong! That isn't me!" the thing on her horn activated, forcing magic to pour out and take control of the turn table in front of her. The amount of magic was excruciating, but the tears in her eyes weren't for the pain in her head. It was for her fans, and how they were so close to death right now.

"Stop it!" she cried, "Please stop this! Don't hurt them! Take me, just leave them alone!" no one answered her pleas. It seemed hopeless, and she was losing magic fast. Feeling like all hope was lost, she did the one thing she knew would yield results.

"Lord Faust..." she sobbed, "I don't care about me... just please save them... don't let this monster kill them... please...!"

"What in the world?!" Applejack asked as MARES Wing #2 flew over the stadium, "Twilight, everypony in Hoofington is in that stadium!"

"I see it!" Twilight said from the main cockpit, "Octavia, can you get anything from the stadium?"

"Not from the stadium," Octavia stated, "But I am getting a strange signal from out of Hoofington. Something with a heat signature of five hundred degrees Fahrenheit is approaching Hoofington at high speed. At this speed and trajectory, it should be under the stadium in twenty minutes."

"What in tarnation is goin on down there?!"

"It looks like a show," Rainbow Dash said over the radio, both she and Trixie in MARES Wing #1, "Somepony knows how to draw in a crowd, I'll tell you that," Rainbow Dash slightly turned to Trixie, "Unlike somepony here."

Trixie glared at Rainbow Dash, fighting the urge to kick her for that.

"Focus, you two," Twilight commanded from MARES Wing #2, "We need to get a closer look at that stadium. Trixie, try to fly in close. I need to know who's heading that show."

"Got it," Trixie said, flying the MARES Wing #1 closer to the stadium. Once there, she and Rainbow Dash got a clear image of the pony on stage, "Vinyl?!"

That caught Octavia's attention, "Vinyl? She's leading the show?"

"Who's Vinyl?" Twilight asked.

"She's a friend of me and Trixie's, we grew up together. You guys know her as DJ Pon-3," Octavia explained.

"But she said that last show was her last one," Trixie stated, "She was giving up show business. Why would she... huh?" Trixie looked on the stage and saw Vinyl fall down unconscious, but the music kept playing, "Guys, something is wrong! I think Vinyl just fainted!"

"What?!" Twilight excalimed looking at Applejack and Octavia, both of them getting worried. Trixie sat back in her seat in the MARES Wing #1 getting anxious, and she even noticed Rainbow Dash breath out in frustration.

The audience noticed how Vinyl fell out, and were now getting worried. Some of them started to make their way to the doors to escape, but the doors were sealed shut. After a few minutes it escalated into full blown panic, as they realized that they were trapped.

The manager was watching this with an evil smile. His plan was working too perfectly.

"Yes. Soon you will all become carriers of the Kille. All that's left is to bring the Ultramare here and we'll destroy her along with the light of this world."

"Trixie, you, Applejack, and Dash need to get the hostages out of there!" Twilight commanded, getting a nod from Trixie, "Octavia, you and I will take the MARES Wing #1 and fire a neutralizer over that heat signature!"

"It's moving at a fast pace!" Octavia stated, "At this speed we'll only have a small window to hit it, and we'll have to wait until it's in Hoofington!"

"Then we better get to work!" Twilight said.

"Twilight, are ya sure 'bout this?" Applejack said, "Puttin those two tagether after last night?"

"That's why I need you there Applejack," Twilight said, "You need to act as a mediator in case things get ugly," Applejack nodded seriously, and Twilight turned to the team, "Alright, MARES, move out!"

"ROGER!" they all shouted at the same time and ran to their positions.

Trixie, Applejack, and Rainbow Dash began making their way to the main entrance, which was guarded by two ponies in security uniforms. There was a banging on the door, which was locked from the outside.

That looked suspicious. Applejack looked at Rainbow Dash and Trixie, confirming that they felt the same way, and they ran out with their blasters pointed at the ponies (Trixie held hers with magic, Applejack stood on her hind legs and held in between her hooves, and Rainbow Dash was hovering holding hers in the same manner as Applejack).

"Alright, don't move!" Applejack commanded. The pony guards looked at the MARES officers, their eyes glowing yellow. Trixie was wide eyed, but Applejack and Rainbow Dash looked at each other.

"AJ, you see this?" Rainbow Dash asked. Applejack sighed.

"Yeah, it's the same as four years ago. Looks like they are back," Applejack said, confusing Trixie.

"Four years ago? The same time as the-" Trixie began.

"If you want to run away, now's the time," Rainbow Dash said giving Trixie a slight glare, "I'll still call you a coward and hold it against you."

"Dash, now ain't the time," Applejack stated, "Trixie, Ah understand if things 're lookin scary right now, but-"

"Just tell me who to shoot and I'll be fine," Trixie stated looking forward at the guards approaching them. Applejack smiled in relief and looked forward.

"Blasters won't do much against 'em now!" Applejack said, "Dash, you an' me will fight hoof to hoof! Trixie, get that door open!"

"Right!" Trixie shouted.

"Roger that!" Rainbow Das shouted.

"MARES, move out!" Applejack commanded. She and Rainbow Dash ran over to the ponies and began fighting them, Rainbow Dash using pegasi martial arts, Applejack using more brawler tactics.

MARES Wing #1 was flying over Hoofington, waiting for the heat signature to hit Hoofington.

"How long until it hits?" Twilight asked.

"We have two more minutes," Octavia said calmly, but Twilight could tell she was really scared, "Twilight, we only have one shot."

"I know," Twilight said equally calmly, but equally scared.

"If you don't hit this, then Hoofington is-"

"I'll hit it," Twilight stated simply, "I promise, I'll hit the target."

Octavia nodded and looked back at the radar, showing something heading toward Hoofington at high speed.

There was a loud sound outside, making everyone step away from the door. Soon it opened revealing Trixie outside.

"Everyone, get out of here, quickly!" Trixie commanded moving to the side, letting everypony run past her. The ponies that Rainbow Dash and Applejack were fighting looked back at the crowd, and were trampled by the panicking ponies (Rainbow Dash and Applejack moved out of the way).

Rainbow Dash and Applejack ran over to Trixie, "Good job Trixie!" Applejack said.

"I'm just trying to do my part, even if it's small," Trixie said looking right at Rainbow Dash, who actually looked away in shame.

"This isn't over yet Elements of Harmony!" they heard above them. Standing on the roof was Vinyl's manager, "Even if this plan is stopped, the Kille will live on! After all, we still have Vinyl Scratch trapped inside! She'll make an excellent carrier for the Kille! Long live the Kille!" he shouted, suddenly engulfed in a flame. He was then replaced by a gray giant with a slim build.

"Damn it!" Rainbow Dash shouted, "Now what?!"

Trixie looked inside and saw Vinyl lying on the floor of the stage, "You guys keep it busy! I'll rescue Vinyl!"

"Nu uh! You are not using this as an excuse to be a hero!" Rainbow Dash shouted, "This is serious business! You can't use this as a chance to stroke your ego!"

"I'm not trying to stroke my ego Rainbow Dash!" Trixie shouted in response, "And I don't want to be a hero! The mare trapped in there is one of my best friends, and I'll be DAMNED if I let that freak turn her into some slave! I'm fighting right now for HER!"

That shocked Rainbow Dash. Even she could see that Trixie was sincere. Applejack stepped in and took Rainbow Dash's foreleg.

"Let her handle it. If it were one of our friends you'd do the same," Applejack reasoned. Rainbow Dash obviously hated it, really hated it, but she nodded and flew off to MARES Wing #2. Applejack looked at Trixie seriously, "Don't die, ya hear? That's an order."

Trixie nodded and ran inside the stadium. Applejack ran after Rainbow Dash.

"Twilight, it's coming!" Octavia said, "Get ready to fire on my count!"

Twilight nodded and tightened her hooves over the fire button. The neutralizer came out from under MARES Wing #1, ready to fire.

"5"

Trixie was running over to the stage, but the giant Kille was firing flames from his hands at her slowing her down. MARES Wing #2 flew into view and began firing at the Kille. It took the hit, but then swipped at MARES Wing #2 forcing it to fly away.

"4"

Trixie kept running, frantic as she knew the heat signature was also on its way.

"VINYL! WAKE UP!" she shouted, "VINYL!"

"3"

"Tri...xie...?" Vinyl was slowly waking up, but she was so out of magic that she could barely see, "Run away... please..." she said softly before she fainted again.

"2"

I can't lose her! I have to save her no matter what!

As Trixie ran, the Element of Light began flashing around her neck.

"1"

"VYYYYYYNNAAAAAAAALLLLLL!!!!!!!!" Trixie shouted, activating her horn. She then jumped straight into the air, becoming one with the light. At the same time, the Kille fired another flame into the stadium, destroying it.

"FIRE!" Octavia shouted. Twilight fired a purple pulse right on the ground, hitting the fire ball and destroying it right before it hit Hoofington, "Target nutralized. We did it. We saved Hoofington," Octavia said sighing in relief.

"My Faust..." Twilight sighed, resting her head on the dashboard. She knew that the fight wasn't over, but she needed to take a breather. She wouldn't tell Octavia this at all, but she was almost sure she had missed that. She hesitated one second.

Ultramare jumped and flipped in the air, landing a bit of a ways from the stadium's remains. She opened her hand and looked at the white mare lying unconscious. She nodded and set her down onto the ground, at the same time as MARES Wing #2 landed close by. Rainbow Dash and Applejack ran over to Vinyl and looked up at Ultramare, both of them shocked and not knowing what to do.

"Celestia..." Rainbow Dash said in awe, "This is... the Ultramare?"

"Ah guess so... glad she's on our side," Applejack said looking in the Ultramare's almond eyes. If she didn't know better, she almost recognized that intense glare.

Ultramare stood up, and turned to face her opponent. The Kille roared at her and got in a savage fighting stance. Ultramare got in her fighting stance, and the two giants circled each other, sizing each other up.

The Kille charged at Ultramare and began swiping his claw like arms, but Ultramare moved out of the way of all the slashes. He almost got one slash in, but Ultramare blocked the attack and punched the Kille back. She then kicked him in the side, and tried to do a spin kick, but the Kille flipped back out of the way.

Ultramare chases after the Kille, stopping a bit away from him and bracing herself when he got in a fighting stance. The Kille fired a flame out of his hands at Ultramare, but she rolled to the side just in time. When she got up, she threw her arms out to the side, slowly lifted them up, brought them to her side quickly, and threw one arm out throwing a small blue dart of light at the Kille. He wasn't so lucky, and took the attack head on.

Feeling confident, Ultramare ran over to the Kille and punched him in the stomach a few times, and then did a spin kick knocking him back. He rolled on the ground and caught himself, and then glared at Ultramare, who was standing in a fighting stance looking at him. The Kille got up, put his arms up in a fighting stance, and then ran over to Ultramare.

She thought she was ready, but she wasn't. The Kille threw a punch that Ultramare of course blocked, but he then kicked her in the side. When she flinched, the Kille kicked her onto the ground. She tried to flip to her feet, but as soon as she got up, the Kille fired a flame at her, hitting her right in the chest. Ultramare fell to one knee holding her chest.

The Kille picked up Ultramare by the neck with one hand, holding her to her feet. He then punched her in the stomach a few times, and then threw her into a building.

"What the hell happened?!" Rainbow Dash asked as the two giants continued to fight, "She was doing so good!"

"The Kille was sizin her up," Applejack stated, "Tryin ta learn her pattern and see how fast she is. Now he's goin full force ta overwhelm her. Gotta admit, that was smart."

"Rainbow Dash! Applejack!" Twilight called out, both she and Octavia running to where they were watching the fight.

"Twilight! You're friend is getting her clock cleaned!" Rainbow Dash stated, obviously referring to Ultramare.

"I see," Twilight said looking at the fight. Octavia ran over to Vinyl and helped her up.

"Vinyl, are you okay?!" Octavia asked as Vinyl struggled to stand.

"I'm... fine..." she said slowly, "But Trixie... where is she...?"

"Trixie?" Twilight asked, "What happened to Trixie?"

"She was... running towards me... but she's... not... here..."

"She was running over to her when the Kille fired..." Rainbow Dash had a horrible realization, "No... she couldn't be..."

"Wh-what?" Octavia asked, now scared, "Rainbow Dash, where is Trixie?"

"She... she was..." Rainbow Dash was shaking, "She was actually... damn it... DAMN IT!!!" she turned and ran over to MARES Wing #1, "I'm borrowing this!"

"R-Rainbow Dash?!" Twilight called out as the MARES Wing #1 raised up to the sky, "Guys, she couldn't be..."

"Ah don't know... strangely Ah don't think she's dead..." Applejack said catching everyone's attention.

"B-but Rainbow Dash said-" Octavia began.

"Ah gave Trixie a direct order not ta die," Applejack stated, "She ain't dead. She might even be closer than we think," she never took her eyes off the fight. In fact, she was looking right at Ultramare.

Maybe... just maybe...

Ultramare had to focus mostly on dodging attacks now. The Kille was a lot more aggressive than a normal monster. The Kille did a spin kick, but Ultramare did a back flip out of the way. She held her arms in front of her in an X, and then threw both arms forward shooting an X shaped blast at the Kille, who held his arm in front of him blocking the attack. Even Ultramare was shocked that he blocked that.

With that same arm, the Kille fired a flame at her, but she rolled out of the way of the attack. When she got up though, she saw a sight she did NOT need to see.

Her Color Timer was flashing red, and the Kille was still going strong.

The Kille rushed over to her and began swiping and slashing wildly. Ultramare was frantically moving out of the way of the attacks, but got hit by one slash, one that sent her flying back. The Kille fired right at her with his flame while she was on the ground, doing massive damage. As Ultramare ghostly voice was heard screaming in pain, another deep voice was heard laughing.

"You SON OF A BITCH!!!!" Rainbow Dash shouted, flying the MARES Wing #1 right past the Kille, using the wing to knock him onto the ground. She circled around and fired the jets lasers at the Kille, doing extra damage before she flew over to Ultramare, "Hey, you okay, buddy?" Rainbow Dash asked. Ultramare nodded slowly, but then looked down at her Color Timer, which was flashing a little faster now.

"That's a bad thing, isn't it?" Rainbow Dash asked, getting a nod from Ultramare, "You ain't gotta elaborate. Let's take this thing out together. I'll give you an opening, and you fire something big."

Ultramare nodded, and Rainbow Dash smiled before flying over to the Kille. Vinyl and the rest of MARES couldn't believe what she was doing.

"Is she crazy?!" Octavia asked, "She's going to fight that thing herself?!"

"This is crazy! Even for Dash!" Twilight exclaimed.

Applejack just tensed up, gritting her teeth.

Come on guys... ya'll can do it...

"You wanna mess with my buddy?! Well here's what you get in return!" Rainbow Dash flew around the Kille firing her laser again. The Kille moved to the side, and then fired his flame at MARES Wing #1. Thankfully Rainbow Dash was an expert flyer, and she did a complicated roll out of the way, and then turned around to continue to fire at the Kille, this time hitting her target.

Ultramare grabbed the Kille from behind, holding it still so Dash could get a few more clean shots at it. The Kille threw Ultramare away, and was about to run over to her, but MARES Wing #1 flew past him again, stopping him. When he flinched, Ultramare charged magic into her arms, threw them to the side, and then put her arms together in a cross formation, firing her large white beam at the Kille. At the same time, Rainbow Dash fired MARES Wing #1's laser at the Kille's back continuously. Both attacks together did massive damage, and the Kille exploded from the attacks.

Her opponent dead, Ultramare looked at Rainbow Dash and nodded, silently thanking her, and then flew straight into the sky, disappearing into the night.

"Yeah... you're welcome..." Rainbow Dash said, now looking down, "But... Trixie... damn it!" she slammed her hoof onto the dashboard, "I let... another life..."

"TRIXIE!" she heard Twilight shout from her radio.

"Huh?" she looked down onto the surface, and saw Trixie slowly staggering over to where the others were waiting for her.

"You're alive!" Octavia and Vinyl ran over to her and hugged her.

"Ow... ow... ow... watch it... still sore there..." Trixie complained, prompting her friends to release her. Applejack and Twilight ran over to her as well.

"Thank Faust!" Twilight cried, "We thought you were..."

"I was given a direct order to live from my superior officer, right Leader?" Trixie looked at Applejack, who closed her eyes amd smiled.

"Ya did good, Trixie," Applejack stated, "Ah can't speak for everypony, but Ah know Ah'm glad ta have ya on the team."

"Thanks... Leader..." Trixie said smiling. Applejack roller her eyes at the nickname, which she was sure would stick. She was second in command after all, after Twilight.

While everyone cheered for Trixie, Rainbow Dash watched from her jet, resting her head on the dashboard, smiling in relief.

"She's safe... Scootaloo... I didn't... let anyone else die..."

"Are you sure about this?" Twilight asked Vinyl, everyone preparing to leave Hoofington and return to Canterlot.

"Yeah, I'm sure," Vinyl said looking down at the ground, "I almost got my fans killed. I need to get stronger so I can protect them. Please, let me join MARES."

Twilight sighed thinking, "Well, it's true that MARES is an open team, welcoming anypony willing to fight," she looked at Vinyl and nodded, "Alright, I'll give Princess Luna a call and get you signed in. You'll have to go through training, but we should be able to put you on the field soon."

"Thanks," Vinyl looked over at Octavia and Trixie, "I think it's time to bring the Three Musketeers back together."

After everyone got set up, the two jets took to the skies. This time, Rainbow Dash took MARES Wing #1 with Trixie. They had to talk.

"Hey," Rainbow Dash began, "I'm sorry for the way I acted."

"Oh?" Trixie asked raising an eyebrow.

"I... was being a real bitch. Truth is, every time I look at you, I try to see the boastful mare from five years ago. I can see it now though, you are different from how you were. I don't understand you completely, but I think I can work with you."

"Even though I'm a civilian?" Trixie challenged.

"As of right now, no one wearing that uniform is a civilian. You're pretty hard core too. Maybe you should have been an Element of Harmony."

"No, not me," Trixie said honestly, "You guys are the real heroes. All I'm doing is helping you along until this whole thing is over, and I'm sorry that I was so harsh on you guys. You didn't ruin my career, I did. I'm just still paying the price for it, that's all." They were silent for a long time, Trixie looking out at the view of Hoofington disappear from view.

"Thanks... by the way..." Trixie said softly, catching Rainbow Dash's attention.

"Huh? What was that?" Rainbow Dash asked.

"Nothing..." Trixie said, secretly smiling, "Don't worry about it."

As the two jets left Hoofington, Trixie closed her eyes and smiled in relief, saying in her head what she almost said out loud.

Thanks for saving my life... Rainbow Dash...