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Ultramare: The Redemption of Trixie Lulamoon

by Azure Sandora

Chapter 4: Elements of Harmony Reuinited

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Elements of Harmony Reunited

Ultramare vs King Molerat (Ultraman Tiga)

After the meteor shower, giant monsters began to awaken all over Equestria. As Princess Celestia is currently hurt, Princess Luna organized a team of ponies called MARES, who use magi-technology to fight off the monsters. Currently there are six members:

Twilight Sparkle, the first pony to join MARES and is assigned as MARES captain.

Octavia Melody, a classical musician who usually acts as co-pilot for the other members.

Rainbow Dash, second in command of the Wonderbolts and MARES' ace pilot.

Applejack Ambrosia, who was assigned as the second in command of MARES and earned the nickname "Leader" on the field.

Vinyl Scratch, former pop idol who now uses her experties on machines as the team mechanic.

And Trixie Lulamoon, a fallen star who is not only a main pilot in MARES, but also doubles as the equine host for the titan of light, Ultramare.

Alongside these six, there are three others that Twilight desires to have by her side in the fight for Equestria. However, getting these three...

Fluttershy simply closed the door on Applejack and Octavia's face (neither one wearing their MARES uniforms). Octavia was really taken aback by that response.

"She could have just said no..." Octavia said softly to herself. She looked at Applejack, who looked down in sadness, "Leader?"

"Let's get goin," Applejack said walking off. Octavia watched Applejack leave before turning back to Fluttershy's house. What happened here?


"Sorry Dashie, but I can't go with you," Pinkie Pie said somberly, "The Cakes need a lot of help now that Pumpkin and Pound are older."

"But Pinkie Pie, we need you too!" Rainbow Dash said, Vinyl nodding in agreement, "All of Equestria needs you!"

"I know Dash, but-"

"Pinkie Pie!" Pound Cake called out.

"Coming Pound Cake!" Pinkie Pie called. She then mouthed out "sorry" to Rainbow Dash and closed the door. Rainbow Dash pounded her head against the door lightly.

"Damn it Pinkie Pie, we're all making sacrifices here," she said. All Vinyl could do was lightly rub Rainbow Dash's back to comfort her.


"I'm terribly sorry, Twilight," Rarity said to Twilight and Trixie, who like everyone else weren't wearing their uniforms (Trixie did wear her hat and cape, and the Element of Light), "But that isn't my life anymore, you know that."

"But Rarity-"

"I'm leading a normal life now, and I'm quite happy with it. The least you could do is honor that," Rarity said dismissively. She was about to close the door, but Trixie used her hoof to hold it open and glared at her.

"Do you hear how selfish you sound right now?" Trixie asked harshly, "The world needs the Elements of Harmony, and last time I checked, you were one of them."

Rarity returned Trixie's glare and pushed Trixie's hoof out of the way and closed the door. Trixie swore internally, but Twilight put a hoof on her shoulder catching her attention.

"Let's go," Twilight said. Trixie sighed and followed Twilight through Ponyville. Of course the ponies were giving her funny looks. Did they still remember what happened the last time she was here? Trixie shuffled uncomfortably as they walked.

"No one hates you," Twilight said, catching Trixie off guard, "That's what you wanted to know, right?"

Trixie didn't answer. She couldn't answer. All she did was turn away and sigh before changing the subject.

"Are you sure it's okay for me to stay here?" she asked.

"At the library, or in Ponyville?" Twilight asked in response.

Trixie thought for a second before answering, "Both."

"Trixie, it's fine," Twilight turned around and looked at Trixie sincerely, "Ponyville is open to all ponies, no matter who they are or what they did."

"Twilight..." Trixie looked down sadly. Twilight put her fore hooves on Trixie's shoulders, prompting her to look directly at Twilight.

~thump thump~

"Besides, I want you to stay here with me," Twilight continued, "It'll be nice having company around the library. Spike and I get lonely there by ourselves."

"Uh huh..." Trixie said nodding. Twilight let go of Trixie and nuzzled her affectionately.

~thump thump~

"So there's nothing to worry about, okay. My house is your house."

"R-right..." Trixie said softly, "Th-thanks... Twilight..."

Twilight smiled sweetly at Trixie, "You really need to relax a bit," Twilight said before turning around and walking off.

~thump thump~

What did this mare do to Trixie? It had been almost a month since MARES was formed, and ever since then Trixie and Twilight had gotten really close. Also, Trixie's heart started racing whenever she looked at Twilight sometimes. Did Twilight know what her smile did to Trixie? Did she understand that such acts of affection actually made Trixie really hot under her collar? Probably not. As far as Trixie knew, she was like this with everypony she called her friends.

"Trixie, let's go!" Twilight called out, snapping Trixie out of her daze.

"Right! Coming!" Trixie called out after her friend.


Fluttershy didn't really want a phone when they came out. She didn't talk to anypony normally, and when she did she always preferred to talk to them face to face. Yet here she was getting ready to call the pony who convinced her to get a phone in the first place.

She listened to the dial tone, anxiously waiting to see if she would pick up. Just her luck that the one time that Fluttershy actually wanted to talk to someone they're not-

"Hello?" Rarity asked on the other line.

"Um... hi... Rarity..." Fluttershy spoke through the phone.

"Oh, Fluttershy, this is a nice surprise. How are you honey?"

"Fine... how are you...?"

"Well, except for the visit I just got from Twilight and Trixie I'm fine."

That struck Fluttershy as odd, "Twilight and Trixie? Why were they together?"

"Don't know. Something about a defense team. Faust, Twilight knows that I'm not doing that anymore."

Defense team? That was what Applejack and the pretty Earth Pony wearing the bow tie were talking about. They wanted her help too? Why though?

"Um... Applejack and somepony else came here as well... mentioning something about... needing our help..."

Rarity sighed seriously on the other line, and was silent for a long while. She seemed to be really considering what she just heard.

"Fluttershy-"

"I don't want to turn my back on them... but I'm scared of fighting..." Fluttershy began tearing up, "I don't want to watch anypony else-"

"Fluttershy! Listen to me," Rarity said stopping her frantic friend, "It's okay to not fight. If you don't want to fight then don't. That isn't your life anymore, remember?"

"But Twilight, Applejack, and Rainbow Dash are our friends! Shouldn't we-"

"If they want to give their lives for a bunch of ponies who won't even remember their sacrifice then I say let them! Honestly, the fact that they'd even ask you pisses me off! Don't worry Fluttershy, I'll protect you, alright?"

"A-alright..."

With that Fluttershy hung up, letting the words of her friend sink in. Ever since what other ponies called the Equestrian Evolution of Magic, Rarity became horribly selfish, and even more into herself than she was before. Fluttershy was afraid, and she really really didn't want to fight anymore, but based off of what her animals told her, and Applejack's appearance... her friends needed her.

Was it right to turn her back on her friends? Was it right to keep running away?


After her conversation, Rarity walked over to her dresser and pulled out a picture. Unlike all of her other pictures, this one she always kept away from the others because it gave her bad memories. This picture represented every reason why Rarity refused to help her friends, and every time it brought her to tears.

"Blueblood..." she sobbed as she rested her head on her dresser and let the picture fall to the floor. On the picture was Rarity with a slightly different hair style and a flower in her mane, and a white stallion with a blond mane. Unlike right now, she looked really happy in the picture, and the stallion was kissing her on the cheek.


"So now what do we do?" Octavia asked after they all met at Twilight's Library, "Those three don't seem all to inclined to work with us."

"Fluttershy I can sort of understand," Rainbow Dash said, "But I thought Pinkie Pie at least would step up."

"She's gotta take care of the Cakes," Applejack said, "Ah can sort of relate. Ah feel horrible leavin Apple Bloom by herself, but she's a teenager now," she turned to Twilight, "How was Rarity?"

Twilight sighed looking down, "As bad as ever. She still doesn't want anything to do with us. At least this time she was relatively nice about it."

"Um," Vinyl raised her hoof getting everyone's attention, "I thought the six of you were best friends. Did something happen?"

Applejack sighed before answering, "Let's just say not everypony recovers from trauma easily. One of these days we'll tell ya what happened, but the past ain't important right now." Vinyl shook her head before speaking again.

"But maybe if we-"

"Leader's right," Trixie said suddenly from the window she was sitting by, "Equestria needs ponies to step up, and ultimately the thing that's going to end this is the power of the Elements of Harmony. Not MARES, and not Ultramare," she turned to everyone, "All three of them need to step up."

"We can't force them, Trixie," Twilight said somberly, "If they don't want to fight, then we don't have the right to tell them they have to."

"So is that it?" Trixie asked harshly, "We just give up? Look, I don't know about the rest of you, but I don't plan on fighting these monsters for the rest of my life! I need to know that this fight has an end, and the only way to get that end is for those three to suit up!"

"Trixie... yer outta-"

"No Applejack," Twilight sighed, "She's right. Princess Celestia wanted me to gather the Elements, and that means we need Fluttershy, Pinkie Pie, and Rarity to join us," Twilight looked at Trixie, "I say we try one more time. First thing tomorrow I'm going to talk to Pinkie Pie again. Do you think one of you can talk to Fluttershy and Rarity? I think tomorrow is their spa day."

Applejack and Rainbow Dash looked at each other awkwardly. Neither one of them had too much of a problem with the place anymore, but it was still the spa. Eventually Octavia groaned.

"Ugh, fine! In that case I'll meet them at the spa and talk to them," she turned to Vinyl and Trixie, "You two will come too, right?"

"Like you need to ask me!" Vinyl said, "I could use a little R&R."

"It has been ages since I had a full spa treatment," Trixie said, "This might even be fun."

"Now remember," Applejack stated, "Ya'll 're there ta talk to Fluttershy and Rarity."

"We know," Octavia said standing in between her two friends as all three of them posed, "but that doesn't mean we can't have a little fun too."


That night under the Everfree Forest, something really big was burrowing in the ground. After a second it dug it's way above ground and roared loudly, it's red head appendages coming up and sparking electricity between them.


This was exactly what she needed. After the stressful visit she had with Twilight and Trixie (why were they even together?) Rarity was looking forward to spending time with Fluttershy, a pony who shared her sentiments on fighting and being an Element of Harmony.

Well, it would have been perfect, except for said pony being lost in her head when she should be enjoying her manicure.

"Fluttershy, is something wrong honey?" Rarity asked her obviously distraught friend, who sighed before responding.

"Nothing Rarity..." Fluttershy said softly. Okay, now Rarity knew something was wrong. Not just because Fluttershy always said nothing was wrong when something was wrong, but also the dejected look on her face as she spoke. It was obvious that something was bothering her.

"Now don't give me that," Rarity said, "I know you, Fluttershy. You usually love coming to the spa, but today you seem rather, distant. Not to mention you haven't listened to a word I said all day."

"Oh, you were talking to me? I'm... sorry..." Fluttershy said looking away sadly.

"Well who else would I be talking to? Honestly, if something is bothering you then speak up?"

Fluttershy was about to speak again, but three ponies walked in laughing and broke her concentration. Rarity turned and saw red. Two of them she almost recognized as performers from Canterlot (she saw the gray earth pony on the cover of a magazine), but that third one she definitely recognized.

"I can't believe it..." Rarity said under her throat as the three ponies walked over to them.

"Hello," the gray pony said, "You're Fluttershy, right?"

"Um... right..." Fluttershy looked away, "My name is Fluttershy..."

"I don't think we were ever properly introduced. My name is Octavia. This is Vinyl Scratch, and I believe you met Trixie once before."

"Oh... y-yes... I met her... before..." Fluttershy said softly. Rarity just looked over at Trixie with disgust. Trixie slightly looked at Rarity with her eyes, and then diverted eye contact. Rarity frowned before looking away.

"Twilight..." she said to herself. This had the purple unicorn's name written all over it.


"Pinkie Pie, I don't understand," Twilight said following the pink pony as she did her grocery shopping, "You'd be all over something like this before."

"Twilight, that was four years ago," Pinkie Pie reasoned, "Between taking care of the kids and working at Sugar Cube Corner I haven't even had time to throw parties. Besides, I really feel like my place right now is here in Ponyville."

"But Pinkie, if we don't have all the Elements of Harmony then we might not be able to put a stop to all of the monster attacks. That means we need the Element of Laughter as well," Pinkie Pie got tense when Twilight said that, "Pinkie Pie, what's this really about? Why don't you want to fight?"

"It's not that I don't want to fight," Pinkie Pie said sadly, "I do want to help, really."

"Then what's the problem," Twilight asked.

"The problem is that I can't help you," Pinkie Pie turned to look at Twilight, and Twilight saw something that she never thought she'd see from the pink party pony...

Tears...

"Pinkie..." Twilight said softly.

"I can't laugh, Twilight. I haven't laughed in four years. I can't get what happened four years ago out of my head. Twilight, I almost lost them..."

"I... know..." Twilight said looking down, knowing full well what Pinkie Pie was referring to, "But Pinkie-"

Pinkie Pie shook her head, "I can't help you Twilight. I wish I could, but I can't..."

Pinkie Pie was walking off, but Twilight's communicator went off, "This is Twilight."

"Um, Twilight, we've got a situation near the Everfree Forest," Rainbow Dash stated slowly.

"Situation?" Twilight asked slowly, unaware that Pinkie Pie stopped and was slowly turning around.

"Something big and ugly, larger than a dragon. Sound familiar?" as Rainbow Dash spoke, Twilight's eyes were getting wider and wider.

"A monster?!" Twilight asked. Pinkie Pie's eyes were wide.


The giant monstrous mole was slowly making it's way to Fluttershy's cottage. The animals were getting frantic and running away from the monster. The monster raised it's two red horns and fired it's lightning at the ground. MARES Wing #1 was flying around the monster preparing to fire.

"Rainbow, get me closer to it!" Applejack commanded.

"Got it Leader!" Rainbow Dash stated flying MARES Wing #1 closer to the monster. Applejack took control of the lasers and fired at it, but the monster took no damage. It then fired at MARES Wing #1 with its lightning.

"Rainbow, what's goin on?!" Applejack asked.

"That guy just cut the power! All of our systems shut down!" Rainbow Dash said.

"WHAT?!"

MARES Wing #1 starting falling to the ground. Rainbow Dash managed to land it safely, and the two ponies exited the jet and began firing at the monster with their lasers. The monster fired at the ground in front of them to make a point, and then began making its way to Fluttershy's cottage. Applejack raised her communicator up slowly and called Twilight.

"Sugarcube, we gotta a problem," Applejack said slowly.


"Got it!" Octavia said into her communicator before she turned to Vinyl and Trixie, "We have to move!" she said to her fellow MARES operatives. The two ponies nodded and ran to the door, but while Octavia and Vinyl kept running, Trixie stopped and turned back to Rarity and Fluttershy, both of them looking away, Fluttershy in sadness but Rarity in anger. Trixie sighed and walked over to them.

"Are you two just going to sit there?" Trixie asked, "Ponyville needs you."

"No, Ponyville needs you." Rarity spat harshly, "You're the one with the guns. Why don't you stop wasting time here and get moving?"

"Because my mission was to retrieve the two of you. Besides, guns alone aren't enough to win this fight. You're Elements of Harmony. The world needs you."

"That's not who we are anymore," Rarity said getting up and walking past Trixie, who was getting more and more irritated "Come along, Fluttershy."

Fluttershy was silent for a long time, and Trixie glared at her next, "Are you serious? You're the Element of Kindness. Are you really going to turn your back on all of these ponies who look up to you?"

Fluttershy got up from her seat and stood in front of Trixie looking down, her eyes watering. Trixie's expression softened a bit as she could sympathize with her a bit.

"Fluttershy, let's go." Rarity called out, harsher this time. Trixie met eyes with Rarity for a second before turning back to Fluttershy, who was silently crying now.

"You don't have to go with her," Trixie stated.

"I'm... sorry..." Fluttershy said softly before running out of the spa. Rarity glared at Trixie again and walked out as well. Now by herself, Trixie stomped her foot on the ground in frustration.

"Damn it! Why are you being such a coward?!" Trixie asked no one in particular before running out herself.


The monster, now dubbed King Molerat by Twilight, was halfway toward Fluttershy's cottage. As it approached its destination, it saw MARES Wing #2 flying in front of it, it's main cannon charging up.

"Trixie said she'd meet up with us later," Vinyl said putting her communicator away, "She said that she wanted to talk to Rarity and Fluttershy one more time."

"In the meantime we need to do what we can," Octavia said targeting King Molerat, "Firing main cannon!"

A large blue stream shot out at the monster, actually shooting it back a bit and knocking it to the ground. When it got up it fired electricity at the large jet, but Vinyl steered it out of the way.

"Octavia, Vinyl, don't let that thing get ya with that attack!" Applejack shouted from the communicator.

"Well, duh Leader, I sort of figured that!" Vinyl shouted in response.

"Um, Vinyl, there's something else about that lightning you need to know..." Octavia sadi slowly, "The frequency is the exact opposite of our machines. If it hits us the two waves will cancel each other out, causing us to fall out of the sky."

"Got it! Don't get hit!" Vinyl said moving out of the way of another wave of electricity from King Molerat.


Twilight and Pinkie Pie were able to see the monster in the distance. Twilight was getting an update on the situation from Rainbow Dash while Pinkie Pie looked at the monster in horror.

"Tell Vinyl to steer clear of the monster! Do not engage with the MARES Wings!" Twilight commanded.

"Without those though there isn't anything we can do!" Rainbow Dash stated, "They're the only thing that can seriously damage this thing!"

"Twilight!" Twilight and Pinkie Pie heard from a distance. They both looked and saw Trixie running up to them, Fluttershy and Rarity behind her watching the monster in the distance as well.

"Trixie! The monster is able to disable electronic devices!" Twilight explained, "The MARES Wings can't get in close enough to hurt it!"

"Damn it! What do we do?!" Trixie asked looking down seriously.

"Thanks to you, I think I have a solution," Twilight said smiling, now trotting over to Fluttershy and Rarity, "That monster is going to destroy Ponyville if we don't stop it. Right now it looks like it wants to eat your animals, Fluttershy."

"Wh-what?!" Fluttershy asked in horror, even Rarity looked scared.

"But I think that if we fire the Elements of Harmony at it we might be able to destroy it. Please, we need you. I need you."

"Damn it Twilight..." Rarity said looking down in frustration.

"I know you three must hate me for what happened, and I do wonder if we made the right decision, but right now Ponyville needs us to put our differences aside. I can't force you to fight, but I am desperate. Trixie, I'm going to the library to get the Element of Magic."

Trixie nodded and watched as Twilight ran off. She didn't even ask what to do herself. For some reason, Twilight just trusted that Trixie would be where she was needed. Trixie found herself looking down at the Element of Light, silently wondering if Twilight knew.

"Twilight, wait up!" Pinkie Pie called out galloping after Twilight, who stopped and turned to the former party pony, "Can we stop by Sugar Cube Corner as well? I need to get the Element of Laughter."

"Pinkie Pie..." Twilight looked really touched, but she nodded and the two of them ran off. Trixie smiled at them, and then turned to look at Fluttershy and Rarity, the former of the two looking up at King Molerat with a terrified expression, and she was trembling.

"R-R-Rarity... I think... I'm going... t-t-too!" Fluttershy stuttered. Rarity looked at her friend in horror.

"Fluttershy, you don't have to-"

"YES I DO!!!" Fluttershy screamed, now sobbing uncontrollably, "I do! It's at my cottage! My animals are in danger, and my friends are fighting it right now!"

"Fluttershy-" before Rarity could finish her sentence, a number of ponies began running past them, evacuating, "See, that's what we do now. We're civilians." Rarity urged, now standing in front of the sobbing pegasus and putting her front hooves on her shoulders, "Fluttershy, let the authorities handle it, please!"

"Rarity..." Fluttershy sobbed, "You're a great friend... and I understand you not wanting to fight... but I'm going... please don't stop me...!" Fluttershy looked at Rarity in sadness and fear, "I'm sorry...!"

With that Fluttershy flew off towards her cottage.

"Fluttershy! FLUTTERSHY!!!" Rarity screamed, calling after her friend. Rarity looked away in frustration before running in the opposite direction of the fighting. Trixie was about to run after Fluttershy, but she stopped when she saw Rarity running away.

"Oh hell no!" Trixie said to herself before galloping after Rarity.


At this point, Rainbow Dash and Applejack were firing at King Molerat with their lasers, trying to keep it looking at them while Vinyl and Octavia (still in MARES Wing #2) were flying in the distance trying to get in close to fire at it again.

Right when they were about to fire, King Molerat shot at them with its electric attack, forcing them to fly away. It then turned to Rainbow Dash and Applejack, who were backing away in fear.

"RUN!" Applejack ordered. She and Rainbow Dash began galloping away, but Applejack tripped and fell over as King Molerat walked over to her. Rainbow Dash turned around and saw the monster's foot about to land on Applejack.

"LEADER!!!" Rainbow Dash shouted. Applejack looked up in fear, unable to move in time. Right before it came down on her though, somepony flew past Applejack and pushed her out of the way, the two of them landing on the ground next to the monster's foot. Applejack looked at the pony next to her and saw the last pony she expected.

"Fluttershy?!" Applejack asked in shock.

"I need to get inside..." Fluttershy said softly, breathing heavily showing how fast she was flying, "The Element of Kindness is there."

"Got it," Applejack nodded and turned to Rainbow Dash, who flew down nearby as well, "Ah need ya to cover Fluttershy while she gets the Element of Kindness! I'll start moving the animals out of the way!"

"Roger!" Rainbow Dash saluted and turned to Fluttershy, "Let's go!" Fluttershy simply nodded and the two pegasi flew off to the cottage. As they flew, Rainbow Dash spotted Twilight and Pinkie Pie running to help evacuate the animals as well, both of them wearing their Elements.

"I knew you wouldn't let me down, Pinkie," Rainbow Dash said with a smile.


Rarity was frantically packing her bags. She had to get out of Ponyville. Sweetie Belle was still at their parent's house, so she'd just go and stay with them. Sure it wasn't ideal, but anything was better than staying here. As she packed up, she stopped at a small red box on her dresser. She didn't even know why she was bringing that with her. It wasn't like she had a use for it.

Right when she was about to put the box away, the door slammed open. She looked at the entrance and saw Trixie Lulamoon standing there glaring at her. Rarity returned the glare as Trixie walked into the boutique.

"What do you want?" Rarity asked harshly.

"Unbelievable," Trixie said laughing in disbelief, "You're really going to run away, aren't you?"

"This is none of your business," Rarity said putting the box into her suitcase and walking to the door, but Trixie put her hoof out blocking her way. Rarity laughed looking down, but it was clear she was getting annoyed, "You've got ten seconds to get out of my way, Lulamoon."

"You're friends are out there fighting that monster right now, about to die, and here you are getting ready to abandon them. You have no idea how selfish you look right now."

"You're one to talk about selfish," Rarity spat, "All you ever did was take credit for achievements that weren't your own, and then had the audacity to come back and run Twilight out of town."

"I made peace with who I was in the past," Trixie said, "But the last time I checked you were the Element of Generosity."

"Yes, the great Element of Generosity, saving the world countless times and never getting so much as a thank you, a real glamourous job. I have given my life too many times for this Faust forsaken world, and all I ever get is a ceremony that lasts a day if that, and the satisfaction of knowing that I once again sacrificed everything for a bunch of ungrateful ponies who don't even know how much I really gave up for them! Yes Trixie, it's a great job! If it's so great then why don't you take it!"

"You know what? Why don't I?!" Trixie shouted, "You sure as hell don't deserve it! You're the most self centered pony I've ever seen! Honestly, I don't even know why the Element of Generosity responds to you! You probably only helped Equestria all those times to fuel your overly inflated ego!"

"How dare you!" Rarity said angrily, "You have no idea what I had to give up so ponies like you could live in the illusion of peace!"

"Yeah, because my life is so peaceful!" Trixie said, "It's not like I had to work for a living!"

"Seeing as how you lived off of the achievements of other ponies for ages you must have been set for ages! Now, I won't ask you again, get out of my way!"

Trixie got really close to Rarity's face, "Make me."

Rarity lunged at Trixie, who pushed her back inside the boutique. The two mares then engaged in the most unladylike fight in all of Equestria, Rarity trying to get past Trixie, and Trixie trying to push Rarity back.

The fight lasted for a few minutes, the inside of the boutique getting totalled. By the end of the fight, both mares were exhausted, their mane's were a mess, and the room they were in was beyond controlled chaos.

"Why... do you... care...?" Rarity asked.

"Because... it will... make... Twilight... happy..." Trixie panted, now hearing a loud roar in the distance. Trixie looked outside where King Molerat was still causing havoc. As she looked outside though, she noticed the Element of Light flashing.

It was time to spring into action.

"I have to go," Trixie said, "If you want to keep running away then fine, but I have a job to do. Unlike somepony, I don't abandon my friends."

Trixie ran out of the boutique, leaving Rarity by herself. She walked over to her suitcase and pulled out the box from earlier. She opened it and looked at the two objects inside. One was the picture of the stallion kissing her, and the other being the source of all of her problems.

A certain necklace...


The Element of Light was flashing all while Trixie was galloping to Fluttershy's cottage. Making her horn glow with magic, she summoned the inner power locked away inside of the necklace. When she could once again see the monster in the distance, she leaped into the air, merging with the light as it streamed out of the Element of Light.


King Molerat fired its electric beam at MARES Wing #2, this time hitting the wing causing the jet to fall in a tailspin.

"Vinyl, do something!!!" Octavia screamed.

"I'm trying!!! Nothing is working though!!!"

Not too far off, Ultramare ran to the scene and dived under the jet catching it right before it hit the ground. The two ponies inside looked into the eyes of the giant as she slowly set the jet onto the ground.

"Thank you," Octavia said softly to the giant as she and Vinyl exit the jet. Ultramare nodded in response as the rest of MARES, Fluttershy, and Pinkie Pie ran over to see of Octavia and Vinyl were okay.

"Are you two alright?" Twilight asked helping Vinyl.

"We're fine, thanks to Ultramare," Vinyl said smiling.

"Good to see ya, buddy!" Rainbow Dash said happily, Applejack nodding in agreement. Fluttershy and Pinke Pie looked up at Ultramare, mesmerized by the giant.

"Ultramare...?" Fluttershy asked slowly.

"She's beautiful..." Pinkie Pie said, slowly smiling.

King Molerat roared loudly catching Ultramare's attention. She got up and faced the monster in a fighting stance, preparing herself as the monster charged toward her. When it hit her, Ultramare stood her ground and grabbed King Molerat. At the same time, MARES, Fluttershy, and Pinkie Pie ran out of the way.

King Molerat fired it's lighting at Ultramare, launching her back. Ultramare got up, and rolled out of the way of another wave of electricity. She readied herself, and then charged at King Molerat, slamming her fists into the monster's back. Ultramare kicked King Molerat in the side, but it turned around and hit her with it's tail knocking her down. It apparently remembered what it wanted, because it started making its way to Fluttershy's cottage again.

Ultramare shook her head and rushed over to King Molrat grabbing its tail and pulling it away from Fluttershy's cottage. She then got on its back and slammed her fist into it for a few seconds until King Molerat shook her off. It then turned back to Ultramare and walked over to her while she was getting up. The monster got on its hind legs and slashed Ultramare, but she managed to stand her ground and roll to the side. She then grabbed King Molerat by the tail and actually threw the monster away from the cottage.

"Did she just..." Fluttershy asked.

"Of course she saved your animals," Rainbow Dash said, "I said she's my buddy. Ultramare is on our side."

"Where is Trixie?" Octavia asked looking around, "Shouldn't we call her?"

"She's fine," Applejack said, "Wherever she is, Ah'm sure she's where she needs ta be. Right now, we gotta evacuate the animals. Hopefully Ultramare can handle that guy."

Everypony nodded and spread out, doing their part to help. Applejack took one last look at Ultramare before she ran off.

You can do it sugarcube. Ah believe in ya.

The fight unfortunately was getting nowhere. King Molerat tried to fire another wave of electricity at Ultramare, but she dodged to the side. Before she could prepare an energy beam, King Molerat tackled Ultramare again. Once again she stood her ground as to not get knocked down, but King Molerat threw Ultramare over its back. She tried to get up, but King Molerat slammed its front paws/claws onto Ultramare keeping her from getting up. The went on for a few seconds until Ultramare kicked it off of her. She rolled to her feet, and threw her right arm out firing a light blue dart at King Molerat.

The monster charged up another wave of electricity and fired it at Ultramare, who this time made a shield of energy in front of her to block. King Molerat stomped its fet in frustration, and Ultramare got in another fighting stance bracing herself for another assault.

As Ultramare continued to fight King Molerat, Pinkie Pie found herself so enamored by the giant that she couldn't take it. Something inside of her awakened, and she could feel herself starting to smile.

King Molerat charged up its electricity and fired it. At the same time, Ultramare gathered light energy into a small ball in front of her, picked it up with one hand, and threw it out firing a white beam of energy. The two blasts met in the middle. Pinkie Pie was still standing right where she was looking at the beams, a familiar feeling coming over her.

"It's... beautiful..." she said softly, the same smile she got when she witnessed the Sonic Rainboom coming over her.

Unfortunately, King Molerat's beam broke through, and knocked Ultramare to the ground. As she staggered up, her Color Timer suddenly went from blue to flashing red. King Molerat took that chance to bite into Ultramare's arm. She punched and hit King Molerat as best as she could, but it wouldn't let her go.

MARES and Fluttershy all gathered around Pinkie Pie, who was not getting worried.

"Guys! This is bad!" Vinyl shouted.

"Wh-what does that light mean?" Fluttershy asked.

"We aren't exactly sure," Twilight explained, "but it seems like Ultramare gets worried when it starts flashing red like that."

"Ah think it's a warnin," Applejack stated, "She's runnin on limited power, and that light tells her how much power she has left.

"Damn it! I wish I could help her!" Rainbow Dash said, listening to the ghostly screams of pain coming from Ultramare. Adding insult to injury, King Molerat fired electricity at Ultramare, doing extra damage to the poor giant.

"Ugh! I feel so powerless!" Octavia groaned.

"We gotta do something!" Vinyl shouted.

"Then I guess this is when we do our part?" an elegant voice said behind her. Everypony turned around and saw Rarity walking up to them, wearing the Element of Generosity around her neck, "Twilight, you lead us."

Twilight nodded, "Right. Ultramare has saved us countless times, now it's our turn to save her," her friends all nodded and got in position, "Rarity?"

"Y-yes... Twilight?" Rarity asked slowly.

"I'm glad you came."

Rarity just gave a small smile and looked forward at the struggling giant. The six of them all focused on the meaning of their Elements, sending their energy into Twilight, who then felt the spark of friendship build up inside of her. This was right, this was ho wit was supposed to be. She wanted to feel this forever, let the feeling consume her and become one with it, but she knew that she had to release it.

Ultramare looked at them, and pushed King Molerat in their way. Twilight then released the power building up inside of her, firing a large rainbow at King Molerat, making it let Ultramare go. That beam did major damage to King Molerat, who was now lying on the ground breathing heavy. Twilight ran forward.

"Now Ultramare!" Twilight called out, "Finish it!"

Ultramare nodded, charged up magic into her arms, threw them out to her side, and then brought them to a cross and fired her magical beam at King Molerat, killing to monster. As her Color Timer was starting to get faster, she immediately flew into the sky, disappearing into the clouds. The Elements of Harmony all looked up at where Ultramare flew toward, each one with a different feeling about what they just witnessed.

Trixie ran over to Vinyl and Octavia and joined them in watching the Elements of Harmony, a serious but understanding expression on her face as she looked at Rarity in particular.


"You're sure about this?" Mr. Cake said to Pinkie Pie as she stood outside the gates of Ponyville.

"Yep, I'm sure. I know that you guys need help around the shop and with the kids, but my friends need me to help save the world."

"We understand," Mrs. Cake said with a sad but understanding smile. She then gave Pinkie Pie a motherly embrace, "Good luck dear."

"Thank you," Pinkie Pie said sweetly before turning to little Pumpkin and Pound Cake, both looking absolutely miserable, "Hey, you two, that isn't the Pinkie Pie way. You need to turn those frowns upside down," she tried to sound happy, but when the two foals looked up at her she was almost brought to tears.

"Pinkie, we'll miss you," Pound Cake said.

"It's not as fun without you," Pumpkin Cake added.

"Well... no, it isn't as fun," Pinkie Pie frankly agreed, "But I bet you two could make it as fun," Pinkie Pie suddenly got really excited, "Yeah! Yeah! I'll make you two my junior partiers! It's your job to party at least twice as hard as I would until I get back, okay?"

Pumpkin and Pound looked at each other for a second, and then looked up at Pinkie Pie and nodded happily. Pinkie Pie hugged them, and then turned and walked out of Ponyville, over to where MARES Wing #2 was waiting for her. She'd miss them, but it wasn't like she wasn't going to see them again. She just wasn't going to see them every second of every minute of every hour of every day of every week of every month of every year. She could totally manage that, she thought with a reassured smile. After all, she was still Pinkamena Diane Pie.


"And the bears need to be fed at least three times a day," Fluttershy explained.

"Yes Fluttershy," Spike said with a sigh.

"The birds can mostly fend for themselves, but you have to watch over the nest at around twelve o'clock while Mama bird searches for food."

"Uh huh, got it."

"Oh, and please make sure Angel takes his bath at night. He can be really fussy sometimes."

"Fluttershy," Spike put his hands on Fluttershy's shoulders, "I've got this. I've done this before. You just worry about protecting Canterlot and Equestria."

Fluttershy nodded and relaxed a bit. She then reached for her saddle bag and put it on, "Take care Spike. Thanks again for all of your help."

"No problem, it's what I do," Spike said confidently, "I mean, I am the guy on the poster," he put his hand on his chin and smirked arrogantly, "Spike, local hero of Ponyville and animal caretaker."

Fluttershy giggled at Spike's antics, "Are you sure you can handle being both animal caretaker and hero of Ponyville?"

"Yeah, this is all a part of the job," he stretched a bit, and then looked at Fluttershy seriously, "But what about you? Can you handle being in MARES? You're going to have to fight, you know."

"Yes, I know," Fluttershy looked down, "But Ultramare saved my animals yesterday. I have to pay her back. Besides, she's not from this planet. She's an alien, but she's fighting so hard for us. How would it look if somepony who actually was supposed to defend the planet hid behind somepony who was just doing it out of the goodness of her heart."

"I understand. Take care, Fluttershy," Spike said hugging Fluttershy.

"You too, Spike," Fluttershy walked away from her cottage, knowing that it might be a long time before she ever comes back, but everything would be okay. She stopped for a second and thought back to Ultramare's fight. She just appeared out of nowhere, and immediately got to work on helping them. It was scary, thinking of something that big fighting the monster, whether or not Ultramare was good, yet Fluttershy wasn't afraid of Ultramare herself. In fact, when she looked at Ultramare, she felt something almost... equine... about her.

"Maybe she's an equine after all," Fluttershy said to herself, then looking up, silently wondering if Ultramare was watching her right now.


"Applejack, thanks again for letting Sweetie Belle stay at your house," Rarity said as she and Applejack walked out of Ponyville to MARES Wing #2.

"Think nothin of it," Applejack said, "Apple Bloom's still depressed, so she could use a friend," Applejack looked down sadly, "Ah never did apologize fer what happened 'tween you and Blueblood. Ya'll two looked mighty happy tagether, but because of mah decision, he-"

"Don't, Applejack," Rarity said seriously, not looking at her friend, "Yes, I am still mad at you, Twilight, and Rainbow Dash, and I probably won't ever fully forgive you, but you three are my friends," she took a deep breath before speaking again, "Equestria needs the Elements of Harmony a lot more than I need to hold onto my grudge. Now come along, everypony is waiting for us."

Rarity picked up her pace and walked ahead. Applejack looked up at Rarity as she walked off, and then galloped after her.

When they arrived, everypony was there already. They even had a few more MARES Wing #1 jets waiting for them. Pinkie Pie and Fluttershy were already there, talking to Twilight and getting updated on the situation.

"So that's what happened up till now," Twilight finished.

"Poor Princess Celestia..." Fluttershy said looking down, "I hope she'll be okay."

"But what about the Kille? Do you think they'll attack again?" Pinkie Pie asked.

"I assure you that they will," Rarity said for Twilight, "Applejack explained everything to me. I had hoped this nightmare would be behind us."

"They said that they might come back though," Applejack said, "We just can't let our guard down."

"What about those three?" Rainbow Dash asked pointing to Octavia, Vinyl, and Trixie, "I mean, they're probably staying regardless, but should we tell them?"

"Not yet," Twilight said, "Hopefully they'll never have to know."

"For once, I agree," Rarity said, a unanimous nod from everypony followed. Trixie and Vinyl walked over to everypony.

"All jets are ready to fly," she said.

"Excellent," Twilight said walking over to Trixie, "Let's get ready to go." Trixie nodded and was about to walk off, but Twilight took Trixie's hoof stopping her, "Trixie, there's something I forgot to say yesterday."

Trixie turned around, "Twilight, I-" she was shocked by the sudden hug from Twilight. It was an embrace that was tight and full of emotion. A combination of it and how nice Twilight's mane smelled left Trixie feeling funny.

~thump thump~

"Thank you, Trixie," Twilight said softly. Trixie's face felt flushed, but she returned the hug.

"It's... nothing Twilight... I'm just glad I... could help at all."

Twilight let go of Trixie and turned to her friends, "Let's go everyone," she said trotting to MARES Wing #2. Trixie looked down for a second, thinking about Twilight, but stopped when she looked at everyone's devilish smiles while looking at her.

"What?" Trixie asked. The remaining Elements of Harmony just giggled and trotted over to their jets. Trixie looked over at Vinyl and Octavia, who were no better. Octavia was raising her eyebrows up and down smiling while Vinyl pretended to have her forelegs wrapped around somepony she was smooching. Trixie's face felt so flushed right now she could melt, so she just ran into MARES Wing #2 and got to work, knowing full well that everypony was laughing at her.

They were about to take off, (Pinkie Pie and Rainbow Dash in MARES Wing #2 with Twilight and Trixie) when suddenly Pinkie Pie gasped.

"I just realized!" she said quickly, scaring everyone.

"What?" Rainbow Dash asked fearfully.

"is something wrong?" Twilight asked, she and Trixie turning to Pinkie Pie.

"MARES?! Our team is called MARES?!" Pinkie Pie asked, now laughing uncontrollably, "That's the... funniest... thing I ever... heard! HA HA HA HA HA HA HA HA!!!!"

They all looked at Pinkie Pie shaking their heads and went back to work, Pinkie Pie laughing the whole way. Despite how silly it was, they couldn't help but smile, as it was a very pleasant sound.

"Pinkie Pie," Rainbow Dash said more so to herself, "You're so random."

Shortly after arriving back in Canterlot, Fluttershy, Pinkie Pie, and Rarity are instated into MARES, now making the team complete with nine members.

Next Chapter: Into the Fog Estimated time remaining: 3 Hours, 35 Minutes
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