In the Ultramare continuity, I see all of the characters differently than I do in the Inner Demons continuity. In terms of Rarity, her look is slightly altered. This is the look she has now in the story without her uniform or helmet, and also how she looked in the picture of her and Blueblood, who will appear in this episode.

This chapter is meant to shed a little light on why Rarity is the way she is in this story. I know that she's a real bitch in Ultramare, but there's a reason for it.

Look at her new look here

It was a quiet night in the MARES HQ section of the castle. Rarity, Fluttershy, and Octavia decided to stay longer after Insectus' attack. Sometimes they would go weeks without a monster attack, but sometimes in dealing with one monster they'd learn the locations of another monster.

All in all, MARES had to stay vigilant.

Each of the ponies of MARES dealt with the stress of being in MARES differently. Twilight mostly seemed okay, but it was clear that she was really worried for Equestria's future if the monster attacks continued. Octavia seemed surprisingly okay with the whole thing, just happy that she was able to help, and the same was pretty much for Vinyl, who mentioned that she was fighting for her fans.

Trixie was vocal about wanting to put an end to the fighting, but she seemed eager to do her part, and insisted on taking part in all important missions. Fluttershy was the most reluctant member, but she still felt pleased to do her part (as long as she wasn't in the middle of the violence).

No one really knew how Applejack was dealing with being in MARES, but she was often seen staying close to Trixie, who despite making a lot of mistakes, Applejack always vouched for. Rainbow Dash and Pinkie Pie shared a lot of enthusiasm for being in MARES, but the latter of the two often went off by herself and seemed more depressed. It was a shame, because Pinkie Pie used to be so happy at all times, and now she was forcing herself.

Originally, Rarity would be more occupied with all of them. They were her friends after all, and she did care about them. These days however, there was something else on her mind. Something else that she had to do that was more important.

She had to kill every alien life form and monster that invaded their planet.

"Rarity? Rarity?" Octavia called out, snapping the alabaster Unicorn out of her daze.

"Yes? What is it?" Rarity asked.

"You don't have to stay here if you're tired," Octavia said, "I doubt we'll be moving out anytime soon."

Rarity sighed, "If there's a monster attack then I need to know. I missed the last fight, but I don't plan on losing to Ultramare again."

"Rarity," Fluttershy said turning to her friend, "Ultramare is an ally. We're not in competition with her."

"You aren't," Rarity said getting up, "I think I do need to get some rest. I'll see you guys tomorrow."

Rarity walked out of the main computer room, leaving Octavia and Fluttershy alone. Fluttershy sighed as Octavia sat down next to her.

"It's strange," Octavia said, "I remember when she was approached to join MARES. She hated the thought of fighting monsters. Now that seems to be the only thing she lives for."

"She's not that different," Fluttershy said, "She's having just as hard of a time coping as before."

"Coping? With what?"

"Well, it's not my place to say," Fluttershy said, "It's her business after all."

"I see," Octavia nodded, "Yeah, true. If she wanted ponies to know her business she'd probably tell us. She's obviously a private pony."

Fluttershy turned back to her computer, not having the heart to tell Octavia that Rarity wasn't a private pony by any standards. At least, she wasn't when they met five years ago.

The halls of Canterlot Castle were really dark at night. The old Rarity would have been sort of unnerved walking these hallways at night. Now she was a new Rarity. She was stronger, and tougher. Nothing would ever get through her iron will.

"Miss Rarity?" a kind and regal voice said, making Rarity's heart skip a beat. That was the last pony she wanted to see, and she remembered why she never stayed late. She didn't even realize that he had walked past her.

She took a deep breath, and put on her best fake smile and turned around.

"Now Blueblood, how many times do I have to tell you to just call me Rarity?" she said sweetly, "I'm only five years older than you."

Blueblood smiled sheepishly, "Sorry, but it's a habit. I'm still awfully embarrassed by my behavior at the Gala of 2011."

Oh, he still felt bad for how he acted. Yes, it was awful, but once he explained it all was forgiven. Odd to think that he was actually so sweet.

"You don't have to be," Rarity said, "All is forgiven."

Blueblood smiled softly, that smile that drove Rarity insane. Why did "it" have to happen? Why couldn't they be together?

"Um, Miss Rarity, would you care to join me at my usual spot?" Blueblood asked, "I'm sorry if the timing is inconvenient, but I could really use the company of a friend."

That word. Friend. If only he knew what they really were. If only he remembered that he asked her to...

"Oh, I guess I can spare a few minutes for you," Rarity said dismissively. Blueblood smiled and ushered Rarity in the direction of his special place. Contrary to the fabricated Blueblood at the Gala, the real Blueblood was an absolute gentlecolt.

Blueblood's special place was the roof of the castle. He and Rarity spent many special times together up here, as it was the one place that they could be together and not be hassled by those around them. For Blueblood, that meant his mother.

The two of them sat down on the roof looking out at Luna's moon rise. Rarity playfully nudged the young noble.

"Alright, spill it," Rarity said, "You only ever come here when you have a problem that you don't want to face."

Blueblood sighed, "You know me too well. You know how Mother brought me and Dazzle together, right?"

"I remember," Rarity said, looking away slightly, "She's from another aristocratic family, right?"

"Yes, and she's also unbearable," Blueblood said frowning.

"I doubt she's really that-"

"Remember how I pretended to act at the Gala?" Rarity nodded, "Well, she's like that for real, only ten times worse."

"Okay, maybe she is that bad. But what else is new? You're used to dealing with demons like her, right?" Rarity asked.

"Well, yes, but now Mother is trying to get us to marry."

Rarity's heart stopped when he said that. Marry? She wanted them to get married?

"Why?" Rarity asked, trying to hide how devastated she was.

"Well, if we're married, our families will be merged. We've lost a lot of money recently, so Mother wants to get more by marrying into Dazzle's family."

Because apparently hard work didn't apply for the rich. Rarity felt so bad for Blueblood, but she felt even worse for herself.

"There isn't any way for you to get out of this?" Rarity asked.

"I wish. Honestly, if it were up to me I'd just give all of this up. Who knows, maybe if I married somepony else she'd leave me alone."

"Oh? Who would you marry?" Rarity asked, her heart racing for some reason.

Blueblood looked up thinking, and then looked into Rarity's eyes, "Well, you maybe?"

Rarity looked at him shocked, but then laughed, "You're joking, right?"

Blueblood started laughing after a second, "Of course I was," he said loftily, "Though that would really piss my mother off."

"Yes it would," Rarity said, "I mean, if you suddenly got married to someone as promiscuous as moi, the poor mare would have a heart attack."

Both of them laughed, but then Blueblood looked at her seriously, "I am worried about you though, Miss Rarity. I know you're a grown mare, but that life style can't be healthy."

"I use protection, don't worry," Rarity said, "Besides, that's just further evidence that I am the last pony you should ever fall in love with. I'll just break your heart."

"You don't give yourself enough credit Miss Rarity," Blueblood said, "You're truly a magnificent mare. I'm sure that one day, the right stallion will come to you and love you."

She looked at Blueblood and smiled, trying her hardest to hide her tears, "Yes, perhaps your right," she got up and turned her back to him, "I need to go, dear. I have to get rest for tomorrow."

"I understand," Blueblood said, "I'm sorry for taking up so much of your time. Good luck, and be careful fighting those monsters."

"I will," Rarity said, her heart racing more and more, as her emotions became harder for her to hold in, "Take care, Blueblood."

With that, Rarity ran back inside of the castle and started galloping back to her new place in Canterlot, which Princess Luna got for her. Once there, she fell to the floor and cried her heart out, feeling once again the emptiness that came from knowing that the stallion she was meant to be with would never be hers.

"You're fault..." she sobbed, "It's all your fault..."

Flashes of the incident four years ago came back to her. The incident everypony knew as the Equestria Evolution of Magic. She saw flashes of the moment that last moment she and Blueblood had together, and the rock monster that tore them apart.

After she cried for a few minutes, she got up and went over to her phone, deciding it wasn't a good idea to be alone tonight.

"Hello, Maxwell?" she said into the receiver, "Turns out I'm not busy tonight. Um, could you possibly-" the pony on the other end said something, "Oh, I see. Well, the kids are important. Um, perhaps another time then."

She opened up her black book, and crossed out a number before dialing another number, "Jackpot? Are you busy tonight? You aren't?" Rarity's somewhat sad tone changed to a more seductive tone, "Well, it just so happens I was feeling lonely tonight. Perhaps you and I could help each other with our respective problems," while talking to the stallion on the other end, she took off her MARES uniform and began applying her make-up, "Uh huh, I can meet you. Want me to wear the dress you like?" he said something, and she gave a suggestive giggle, "Alright. Give me a few minutes. See you soon," she hung up the phone and opened her closet, pulling out a sexy black cocktail dress.

"Love, what a joke," she said to her reflection darkly, "This is the only true form of love."

The next day, Twilight and Trixie walked to work together. The morning went better now that Twilight was her roommate. For one thing, Twilight could actually cook, so no more going hungry. Also, Twilight made sure they got to work early, so they could take their time going to the castle.

As they walked, they saw Rarity trotting back to her place. She was wearing a black dress and high heels, and she looked like she might have been hungover. Trixie was used to seeing Octavia with that look, but Rarity was the last pony she thought would look like that.

"Rarity? Rarity!" Twilight called out, catching the hungover Unicorn's attention.

"Oh, Twilight? Trixie? Wh-what are you two doing together?" Rarity asked, confirming for Trixie that she had a hangover.

"Going to work," Trixie said raising an eyebrow, "You know, that place we all go together."

"Oh, right. Work," Rarity looked like she was having a hard time thinking, "Um, tell Applejack that I'll be a little late, okay?"

With that Rarity trotted off to her house, leaving Twilight at Trixie. The two Unicorns looked at each other in confusion.

"Aren't you the captain?" Trixie asked. Twilight shrugged her shoulders and they continued their trek to the castle.

While in the shower, Rarity stood under the water, allowing herself to remember the last happy moment she and Blueblood had together.

"Miss Rarity, will you marry me?" Blueblood asked, pulling out a golden bracelet. Rarity was overjoyed, and as a response, she embraced the stallion smiling.

"Oh Blueblood! Yes! YES! I'll marry you!"

Her memories fast forwarded to the moment she met Gogolem.

"Miss Rarity!" Blueblood shouted, running to Rarity as she lied on the ground.

"Blueblood, stay back!" Rarity shouted, looking up at the large black and red rock monster standing over her. She just needed to buy time for her friends to get there.

Finally, she remembered the day she lost everything.

"No! Please, there has to be-" Rarity protested.

"Ah'm sorry, Rarity. Ah know you an' Blueblood had a future tagether, but this is fer the good of all the ponies of Equestria. Ah'd think bein the Element of Generosity, you'd understand."

"So that's it? Because I'm the Element of Generosity I should be okay with giving up my one chance at happiness? Well sorry to disappoint you, but believe it or not, I'm a pony with dreams like every other pony out there!" Rarity turned around and trotted off.

"Rarity, where are you going?" Fluttershy asked.

"Anywhere but here!" Rarity said angrily.

"I can't believe how selfish you're being!" Rainbow Dash said, "This isn't about you, Rarity! This is about-"

"The good of everypony, I get it! But when all this is over, you still get to join the Wonderbolts, Applejack gets to go back to her farm, Twilight continues to learn under the Princess, Pinkie Pie will get Sugar Cube Corner when the Cake's retire, and Fluttershy will be back with her animals. But what about me, hm? What do I get? I'm the one who loses while you and everypony in the world gains! Excuse me for being a little upset!"

With that, Rarity left, turning her back on everything that once mattered to her. Her one chance at a normal life, now taken from her because she was outvoted.

She allowed the water to bring her back to reality, remembering the lesson she was taught that day. The curse of her Element meant she'd never experience happiness. Cursed to give, but never to receive.

During the Equestrian Evolution of Magic, Rarity was the only one who had to sacrifice everything she wanted for the greater good, while everyone of her friends got to see their dreams come true. Since then, she has viewed the Element of Generosity as nothing more than a curse.

She dried her mane, thankful that her new style was easier to maintain. After reapplying her make-up, she put on her MARES uniform, helmet, and then stopped by the Element of Generosity. So many ponies looked at the power as a blessing, or an honor. If only they knew the truth...

"Well, no point in crying about it," she said putting the necklace on her neck. She tried to run away from it, but looks like destiny had other plans for her.

After making a small breakfast, she trotted to the castle, where she saw everyone else standing in front of the computer screen.

"Sorry I'm late," Rarity said, "I got a little tied up last night," she said, halfway speaking literally. Jackpot was into some weird things...

"It ain't nothin," Applejack said seriously, not taking her eyes off the screen.

"What's wrong? Is it a monster?" Rarity asked, stopping when she looked at the screen. She recognized that monster anywhere.

Golgolem lived...

* * * *

The giant rock monster slept in the area of the Canterlot Power Plant. From where it was it didn't seem like it was waking up anytime soon.

* * * *

Octavia and Fluttershy pulled up the screen showing the pathway Insectus took the day before to get to Canterlot.

"We were curious what could have lead to Insectus mutating into something so large," Octavia explained, "So we looked into its path and followed it to see where it came from."

"The general area of origin was the Power Plant," Fluttershy added, "That place has a lot of magic surrounding it, so it probably mutated from eating the sap from the trees."

Twilight nodded, "So, you guys followed its path, and then found Golgolem?"

"That's right," Octavia said, "It wasn't there yesterday, but when we took a look at it, we found it sleeping right in the middle."

"If I remember when we dealt with it four years ago, that thing is nocturnal right?" Rainbow Dash asked.

"Think it's the same one?" Pinkie Pie asked.

"Ah doubt it," Applejack reasoned, "Ah mean, we killed the last one. At least Ah thought we killed it."

"None of that matters!" Rarity shouted, catching everyone's attention, "While that thing is asleep, we should be charging in to destroy it!"

"Hold on a second," Trixie said, "You guys talk as if you dealt with this thing before. How is that possible?"

All of the Elements of Harmony looked at each other and grimaced.

"Trixie..." Twilight began, "I..."

Before Twilight could finish, Rarity began trotting out of the computer room.

"Rarity, where are ya goin?" Applejack asked.

"To get MARES Wing #1," she said, still walking, "That thing and I have unfinished business apparently."

"Rarity," Fluttershy ran in front of Rarity and put a hoof on her shoulder, "We don't know if that's the same one. It might be one of the original's children."

"Either way, it's Golgolem. Besides, it's a monster, and our job is to kill monsters," Rarity stated harshly, "If any of you want to join me, then I'll be waiting on the field."

Rarity pushed Fluttershy out of the way and galloped to the hanger.

"Rarity..." Fluttershy said sadly. Trixie looked at everyone, and then stood up.

"Twilight, permission to accompany her," Trixie said, looking at Twilight.

"Granted," Twilight said, "Look after her, okay?"

Trixie nodded and galloped after her.

"Will they be okay?" Vinyl asked.

"Ah'm sure those two will be fine," Applejack said, "In the meantime, the rest of us need ta come up with a plan as well."

When Trixie arrived in the hanger, she saw Rarity inside a MARES Wing #1 preparing to take off. She ran up to it and opened the hatch.

"Got room for one more?" Trixie asked, sitting down in the copilot seat. Rarity looked back at her in shock, but then smiled.

"Just don't slow me down, okay?" Rarity said arrogantly. Trixie smirked, and the two of them took off to the Power Plant.

The flight to the Power Plant was silent for the most part. Trixie decided it was time to get to the bottom of this situation, even if it was only a little.

"So, what do you have against the monsters?" Trixie asked.

"They're threatening Equestria," Rarity stated, "Isn't that enough?"

"For the others, sure. You on the other hoof seem to simply hate them, this one in particular. What happened?"

Rarity sighed before answering, "Don't tell the others that I told you this, okay?"

"My lips are sealed. Cross my heart and hope to fly, stick a cupcake in my eye," Trixie said, remembering what Twilight told her about a Pinkie Promise. You never broke a Pinkie Promise.

That seemed to get through to Rarity, who relaxed a bit, "I'm sure by now you realize that the Equestrian Evolution of Magic wasn't so much of a miracle on our parts, right?"

"Yeah, I sort of figured," Trixie said honestly, "You guys had to fight the monsters before, didn't you?"

Rarity nodded, still not turning to Trixie, "Four years ago, something happened that no one but me and my friends remember," Rarity said somberly, "It was awful, but as you can see, the world turned out for the better. Communication became easier through telephones, news could be broadcasted through televisions, hard work became menial through various machines, and right now we're flying, something that before was reserved for Pegasi."

"Well, that's great for us," Trixie said, "But what about you? What did you get? Or rather, what did you lose?"

Rarity stiffened in a way that told Trixie she hit the mark, "Imagine if you would, falling in love with somepony, your soul-mate basically. You set up a future together, plan to settle down, have a few kids, all of your dreams come true. Then all of a sudden, you're called to action, and because of that action, you have to give up your dream. Even worse, all of your friends get to have their dreams come true, while all you get is a pat on the back. Tell me Trixie, is that fair?"

Trixie thought about that, and who she was talking to. This Unicorn wasn't just a regular Unicorn. She was a chosen pony, an Element of Harmony. She put herself in Rarity's shoes, thinking of how she would feel, if Octavia and Vinyl all got their dreams to come true, and she was the only one who was alone in the end.

"Honestly," Trixie said, "I don't think that's fair. Yeah, you're the Element of Generosity, and there probably isn't anything you can do about that. But to help others achieve their dreams, but your dreams never get fulfilled, that's too much."

Rarity laughed sadly, "You don't think I'm being selfish?"

"Oh, you are, don't get me wrong, but there's nothing wrong with being selfish about what you want, especially for somepony who's always giving to others."

They were silent for the rest of the trip, but Trixie felt like she understood Rarity a lot more now. She looked down at the Element of Light, realizing that in some weird way, they were the same.

Destined to fight for ponies, even though they just want to be normal.

They arrived at the Power Plant area, where they saw Golgolem sleeping peacefully. MARES Wing #1 landed, and the two MARES officers ran over to Golgolem and examined it.

"So, what's the plan?" Trixie asked, shocked when she saw Rarity pulling out her laser, "What are you-"

Rarity fired right at Golgolem, her lasers only knocking off some of the rock protecting its skin.

"Hmph, so lasers aren't going to work," Rarity said, "I should have borrowed Octavia's bazooka."

Trixie almost had a heart attack. They were close to getting trampled on, but Rarity was more concerned with not having enough firepower? Just what was this mare on? Their communicators went off, but only Trixie answered hers.

"This is Trixie," Trixie said.

"Trixie, how's it lookin?" Applejack asked from the base.

"Well, it's body is made of some sort of molten rock. Either that or its using it as armor. I don't think conventional weapons will be enough."

"The MARES Wing jets have more firepower," Applejack stated, "Also, with it asleep the more sensitive parts of its body are protected. Ya'll should wait there fer the rest of us ta arrive."

"Understood Leader," Trixie said turning to where Rarity was, "Rarity, we were told to-"

"I heard," Rarity said darkly, her entire body trembling, "She can't really think I'm just going to sit here, does she?"

"Rarity, this monster is-"

"SHUT UP!!!" Rarity screamed, shocking Trixie. Rarity looked up at the monster, her breathing picking up as the memories flooded back to her. It was this monster, or one just like it, that cost her everything.

Blueblood...

"It's all it's fault..." Rarity said softly.

"Rarity, calm down," Trixie reasoned.

"This thing did it..." Rarity continued, her voice picking up as she spoke, "It took my happiness away from me... forced me to fight... forced me to give him up..."

"Rarity, this monster is asleep at the moment," Trixie said, "We can wait for the others, and then take it out together."

"No... this one is mine..." Rarity said through gritted teeth, "I've wanted a rematch for a long time... No one is going to take this from me...! Not Applejack, not Twilight, and especially not Ultramare!"

Rarity turned back to MARES Wing #1 and ran into the cockpit. Trixie ran after her, but the cockpit closed before she could get inside.

"Rarity! Get out of there!" Trixie shouted.

"He's my target!" Rarity shouted, "I'm the only one who can kill this monster!"

MARES Wing #1 took off, and immediately started firing its lasers at the monster rapidly. Like Applejack said, the MARES Wings were stronger, so they could damage the beast. However, Trixie's fears were also confirmed.

The monster woke up, and it wasn't happy about being so rudely awakened.

Golgolem roared, and then fired a ball of molten energy at MARES Wing #1. The jet flew to the side out of the way just in time.

"Oh, finally awake, hm?" Rarity taunted, "Now this is a fair fight!"

MARES Wing #1 flew all around the monster, firing it's lasers at it. The monster's head actually flew out, connected to some sort of tentacle like neck, and tried to bite the jet, but once again it flew out of the way.

Trixie was frantic watching this. She looked over at the power plant and saw some of the workers still there. She puled out her communicator as she galloped to their aid.

"She's WHAT?!" Applejack asked in shock holding her communicator as she, Rainbow Dash, Fluttershy, Pinkie Pie, and Vinyl all prepared to fly off it MARES Wings.

"I tried to stop her, Leader, but she wouldn't listen!" Trixie said. Applejack groaned in frustration.

"Look, we're on our way! Fer now, just focus on gettin the workers ta safety! We'll be there ta help out in a bit!"

"Roger that Leader!" Trixie said.

"An' Lulamoon," Applejack said softer, walking away from everyone else, "Do whatever it takes ta get though ta Rarity. Ah don't care if ya gotta fight her. Prioritize both the safety of the workers an' Rarity, is that understood?"

Trixie was silent for a second, but Applejack knew that she was thinking, "Roger!" she said before hanging up. Applejack breathed out in relief, knowing that Rarity would be in good hooves until they got there, and then trotted over to her team.

"Alright, we gotta get there pronto! Rainbow Dash, you and Fluttershy take a second MARES Wing #1 to the scene ta help Trixie with evacuations. The rest of us are ta take MARES Wing #2 and support Ultramare when she shows up, is that understood?"

"ROGER!" All of them said at the same time.

"MARES, move out!" Applejack commanded. All of them ran into their jets, and flew out of the hanger, MARES Wing #1 flying ahead of the larger MARES Wing #2, where Applejack was praying for the safety of her comrads.

Look out fer her, Trixie. Please.

"Die, die, DIE!!!!" Rarity screamed, frantically firing at the monster, who was flailing it's tentacle head around trying to whack the enraged mare. The MARES Wing #1 jet she was in flew around trying to get another clean shot, which she got by firing into it's neck. The blast did do some damage, but the laser also flew close to the Power Plant, almost hitting it.

Trixie looked up at that and saw Rarity was in position to fire again, but the monster shot a molten blast at her, making her fly out of the way.

"She's being too reckless!" Trixie said to herself. She then saw a second MARES Wing #1 jet flying over the Power Plant, and landing nearby. Fluttershy ran over to her to help, but screamed as a laser came in contact with the ground next to her.

"Fluttershy!" Trixie shouted, running over to her, "Are you okay?"

"Y-yes..." Fluttershy stuttered as Rainbow Dash also ran to her aid.

"Sheesh, Rarity needs to watch where she's firing!" Rainbow Dash shouted.

"I don't think she's in the right head anymore," Trixie said, "She's fighting out off rage. I don't think she can hear us at the moment."

"Trixie," Fluttershy said, "Take the MARES Wing #1 with Rainbow Dash. I'll take care of evacuations."

"Are you sure?" Rainbow Dash asked, "I don't want to leave you here alone."

"I'll be fine," Fluttershy said, "You're a better pilot, and Trixie is a better shot. I'd just get in the way."

Trixie wanted to protest, but there wasn't any time. Both she and Rainbow Dash nodded and ran into MARES Wing #1 as Fluttershy got to work on evacuations.

MARES Wing #2 flew into firing range and began charging up it's lasers, but Rarity's MARES Wing #1 flew in the way and fired it's laser at Golgolem. The monster cried out in pain, and then fired it's molten blast at them. Rarity's jet was fast enough to dodge, but MARES Wing #2 took the blast, taking serious damage.

"AHH!!!" Applejack screamed, "Rarity, yer not thinkin straight! Ah order ya ta fall back!"

"Order denied!" Rarity said, shocking Applejack, Pinkie Pie, and Vinyl.

"What?" Applejack asked.

"This is my kill! No one else is going to take this monster!" Rarity shouted, cutting the link.

"Damn it, this isn't a game!" Vinyl shouted, "Lives are at stake here!"

"Leader, what should we do?" Pinkie Pie asked. Applejack didn't know what to do. She understood Rarity's anger, but she was doing more damage to the terrain than to the monster. One stray shot...

Rainbow Dash's MARES Wing #1 flew to the scene, firing at Golgolem as well. Golgolem fell back from the attacks.

"Rarity, we're here to help!" Rainbow Dash said. Inside her MARES Wing #1, Rarity was livid, shaking she was so enraged.

"I told you..." Rarity said, "to stay OUT OF MY WAY!!!!"

Rarity's MARES Wing #1 flew closer to the monster, and she fired all of her lasers at it screaming in anger.

"I HATE YOU!!!! I HATE YOU!!! I HATE YOU!!!" she screamed, completely out of control and consumed with memories of lost dreams, "I'll never be held by him again! I'll never be loved! It's all your fault!" she cried, still firing at Gogolem, not knowing that everyone in MARES was tuned into her frequency and heard her, "You and every other Faust forsaken beast out there! I'll kill every last one of you with my own hooves!"

Back at the MARES HQ, Twilight was looking down in sadness hearing what Rarity was saying. Now she understood why she was the way she was, and it hurt knowing she was partially to blame.

"Oh Rarity..." Twilight said, shedding a tear for her friend.

"She's in so much pain..." Octavia said, wiping her eyes as she could feel her sadness herself, "Poor thing..."

Rarity cried out, flying past Gogolem firing at it's face again. Gogolem roared in anger, but then fired a molten blast at her jet, about to hit it's engines.

"Rainbow Dash!" Trixie shouted.

"Already on it!" Rainbow Dash shouted, "This isn't going to be pretty!"

Rainbow Dash and Trixie's MARES Wing #1 flew in the way of the blast, their wing being destroyed and sending them into a tail spin to the ground.

Fluttershy looked up in horror when she saw that, "NO! Rainbow Dash, Trixie!"

Rainbow Dash managed to get them to land upright, but the landing was rough and the jet was totaled. When Trixie came to, she saw that they landed in the forest. She looked over at Rainbow Dash and saw that she was out cold.

Trixie pulled Rainbow Dash out of the jet, and then looked back at the fight. As she did, the Element of Light started flashing. Trixie galloped over to the fight, using her magic to activate the Element of Light. She then leaped into the air, merging with the light.

Ultramare rose out of the forest, her arms appearing as if stretching, and then got in a fighting stance looking at Golgolem.

"Ultramare!" Pinkie Pie shouted happily.

"Yes! I knew she'd show up sooner or later!" Vinyl said, equally happy. Applejack just breathed out in relief. The meant Trixie and Rainbow Dash were safe.

"Twilight, Ultramare has entered the scene!" Octavia said looking at her computer. Twilight nodded and sat down, feeling a little more relaxed, but only a bit.

"Oh no..." Rarity seethed, "Not this time, bitch! You won't take this kill from me!"

Ultramare ran over to Golgolem and jumped on its back. She then began pounding on its back, not doing really any damage. Golgolem shook Ultramare off its back, and then turned around and whacked her with its tail.

Ultramare caught its tail, and slammed her knife hand into its side. She then kicked its side a few times, but Golgolem got its tail free and turned around, firing molten energy point blank into Ultramare's chest, and knocking her back.

Ultramare got up, but Golgolem's head shot out and whacked Ultramare. She rolled to the side, and braced her self as it whipped its head over to her, knocking her onto the ground again. Ultramare stood up, and ran over to Golgolem again, but something shocking happened.

A laser fired at both her and the monster. Ultramare looked up and saw Rarity's MARES Wing #1 flying down to her and the monster.

"Rarity?!" Octavia shouted, "Twilight, Rarity just fired at Ultramare!"

"What?!" Twilight cried, now looking at the screen which was showing the fight, one that Rarity was slowly costing them.

"This is my fight Ultramare! Stay out of this!" Rarity shouted from her jet.

Ultramare held up her hand to the jet as if to say something, but Golgolem's roar caught her attention. Golgolem charged up to her and knocked her to the ground. Ultramare stood up and grabbed it's neck, and started punching it in the face. That ended though when Rarity fired at both of them again, knocking them in different directions.

"What is that mare doing?!" Vinyl shouted.

"She's firing at both the monster and Ultramare," Pinkie Pie said, "Come on Vinyl, that one was easy."

"Ugh, I know Pinkie," Vinyl said, "But I want to know why!"

"She's completely lost it!" Fluttershy said from the surface, "She can't differentiate between the monster and Ultramare!"

"We gotta get her ta cool it," Applejack said, watching as Ultramare tried to focus on both dodging Rarity and fighting the monster, "Fluttershy, can ya go check on Rainbow Dash?"

"Y-yes, but what about Trixie?" Fluttershy asked.

"Ah'm sure she's jus' fine," Applejack said, secretly catching Vinyl Scratch's attention, "Right now our main focus is calmin Rarity down. Vinyl, is there a way ta shut her MARES Wing down?"

"If you can give me a few minutes, I can hack into the motherboard of her ship and force it to shut down!" Vinyl said.

"Do that!" Applejack said, looking at the fight and gritting her teeth, "Come on Ultramare, live damn it!"

Vinyl got to work, but secretly she was thinking of how weird Applejack was. She was like that the first time she saw Ultramare, and then Trixie was nowhere to be seen. She was always covering for Trixie, and Trixie was never in the same place as Ultramare.

What was going on here?

Golgolem fired its molten blast at Rarity's ship, but it flew out of the way making the blast hit Ultramare. Ultramare fell to one knee, but then stood up and began charging up energy into an orb. She then held it next to her face, and then threw it out sending a stream of energy at the monster. Golgolem fell back onto the ground. Ultramare was about to run over to the monster, but Rarity's MARES Wing #1 fired at Ultramare knocking her to the ground.

"I told you to stay out of it!" Rarity shouted.

Inside the MARES Wing #1, Rarity had a look of sheer madness on her face as she targeted the monster.

"This is it," Rarity said with a crazed smile, "You're going to pay just like all the other," she laughed maniacally, "Now scream real good for Mommy."

Ultramare looked up at the jet, and then down at the monster, and saw something horrible. She had to stop her now or else...

Do whatever it takes ta get though ta Rarity. Ah don't care if ya gotta fight her...

Ultramare recalled the words of Applejack, realizing what she had to do. She got up, and ran over to stand in front of the monster, and did something that shocked everyone.

She swatted Rarity's laser shot away, saving the monster.

Everyone in MARES was wide eyed. Did Ultramare just protect that monster?

"What the?!" Pinkie Pie shouted.

"Ultramare?" Vinyl asked, now even more confused.

Octavia was frozen, as was Twilight.

"Ultramare... why?" Twilight asked.

"You finally did it..." Rarity said shaking, "You finally showed us your true colors..." she gritted her teeth and readied her lasers, now targeting Ultramare, "I'll kill you too...!"

Rarity's MARES Wing #1 began firing its lasers continuously at Ultramare, who put up her shield to defend herself. If the ghostly grunts of pain were anything to go by, she was having a hard time with it too.

"You're just as bad as the monsters, Ultramare!" Rarity shouted from her jet, "I hate you!"

Ultramare shook her head, still holding up her magical shield. She fell to one knee from the strain, along with her Color Timer beginning to flash red.

"What's goin on here?" Applejack asked, "Clearly Ultramare sees somethin we don't."

"I just don't see why Ultramare would defend a monster," Fluttershy said. Octavia's gasp was heard by everyone.

"Guys! She's not!" Octavia shouted, catching everyone's attention.

"The monster landed right in front of the Power Plant!" Octavia said, as Twilight slowly started smiling, "If the monster explodes there the whole place will go, and take most of Canterlot down with it!"

"Guys, you have to save Ultramare!" Twilight said, "Vinyl, how's that override program?"

"I can launch it at anytime!" Vinyl said.

"Then do it!" Twilight commanded.

"Consider it done!" Vinyl shouted, pushing a button. From their point of view, Rarity's MARES Wing #1 suddenly stopped firing, "Sorry to do this to you, girl, but you're out of control."

"What's going on?!" Rarity screamed, slamming her hooves on the dashboard, "No!!!"

The MARES Wing #1 slowly landed, and Ultramare lowered her arms breathing in relief. That relief was short lived though, as Golgolem wrapped its tentacle head around her neck, chocking her. She flailed around trying to pull herself free, getting a little frantic as her Color Timer began flashing faster and faster.

The was the worse it had ever been.

As her MARES Wing shut down, Rarity ran out of her ship and ran over to Ultramare and the monster with her machine gun. She was about to fire at Ultramare again, but Fluttershy flew on top of her and held her to the ground.

"Get off! Get OFF!!!" Rarity screamed frantically.

"Rarity stop!" Fluttershy shouted as Rarity struggled.

"I'll kill her! I'LL KILL HER!!!!"

"I said STOP!!!" Fluttershy shouted, turning Rarity onto her back and actually staring into her eyes seriously. Rarity stopped instantly, "Look at yourself! Look at what you're becoming! Ultramare is our ally, and she's about to die because of you!"

"But she-"

"Protected the Power Plant that you almost destroyed!" Fluttershy shouted. Rarity looked over to where Golgolem was and saw the Power Plant right next to it. Her eyes were wide. Did she almost destroy the Power Plant herself?

"But... I..." Rarity said, trembling as the realization hit her, "I was... just..."

"Oh Rarity..." Fluttershy said, pulling Rarity into a loving embrace as the Unicorn broke down. She almost destroyed Canterlot herself. And even worse, she almost killed Ultramare.

The fight commenced, Ultramare now on her last legs. This was the worse it had ever been.

A large blue stream of energy shot the monster, knocking it back and away from the Power Plant. Now that she was free, Ultramare fell to one knee as MARES Wing #2 flew down to her.

"Ultramare, ya alright?" Applejack asked from the jet. Ultramare nodded slowly as a response, "Let's finish this tagether so ya can get some rest."

Ultramare stood up and charged magic into her arms while MARES Wing #2 charged up its main laser. Ultramare threw her arms to the side, and then brought them into a cross and fired a white stream of energy, while MARES Wing #2 fired it's main cannon. Both blasts hit the monster, making it explode.

Ultramare's Color Timer was almost finished, so Ultramare had to hurry. She immediately jumped up and flew up into the sky, disappearing into the sunset.

MARES Wing #2 landed and Applejack, Vinyl, and Pinkie Pie ran over to Fluttershy and Rarity, the latter was absolutely devastated by her actions. Rainbow Dash and Trixie both ran over to her as well.

"Is she...?" Trixie asked.

"Ah don't know," Applejack said, "But she will be, Ah'm sure."

Rarity continued to cry as the memories flooded to her. Memories of what she had, what she lost, and what she almost did just now. She didn't know, but Trixie was looking at her seriously as she cried. They really were alike.

"Use this time to think about what your actions, Element of Generosity," Luna said sternly. Rarity, not wearing her MARES uniform, bowed.

"Yes, Princess. I thank you. It's more than I deserve," Rarity said. She then trotted out of the throne room, feeling heavier with every step. In the hallway, she stopped when she saw Blueblood up ahead. Maybe she could spend some time with him. He didn't look to busy after all. She took a deep breath, and trotted over to him with a hopeful smile.

She stopped when she saw a white Pegasus mare with a long blond mane and tail and a pearl Cutie Mark trot over to him. Faust, not even Rarity wore that much make-up. Rarity saw Blueblood grimace, and then kneel down in front of her. He asked her something, to which the mare gushed loudly and embraced him.

Rarity sighed, the light leaving her expression.

"Well, so much for that," she said turning away. She left the castle, seeing Trixie sitting on a bench waiting for her, still wearing her uniform. Trixie smiled and galloped over to her.

"You know, you didn't have to wait for me," Rarity said. Trixie shrugged her shoulders.

"Eh, I thought you might now want to be alone," Trixie said, "I can at least walk you home."

Rarity smiled as a response, and the two of them began the quiet walk to her house. After a few minutes of silence Trixie finally spoke up.

"I heard that you didn't get fired," Trixie said, "That's good right?"

"I suppose," Rarity said softly, "I'll be able to return to work in a few days." Trixie nodded in response, and for a while both of them were silent. When they turned the corner Rarity stopped walking and looked down, biting her lip. Trixie stopped as well and turned to her.

"Is something wrong?" Trixie asked.

"Trixie, I really messed up," Rarity said, "Ultramare is our ally, yet I turned on her and tried to kill her. She must hate me now. What if she doesn't come and help us anymore?"

"I don't think you have to worry," Trixie said, "Ultramare doesn't seem like the type to hold a grudge. I know she's already forgiven you."

Rarity laugh a bit, "You seem to know her pretty well. It's almost like you are Ultramare," both Trixie and Rarity started laughing at how ridiculous that statement was, but then Rarity got serious again, "I don't know what to do though. I can't just let go of my hatred, but..."

"Then don't," Trixie said, surprising Rarity, "Sure, try to remember who your friends are next time, but you don't have to change who you are."

"Trixie..." Rarity said smiling. She walked toward her house, but stopped when Trixie put a hoof on her shoulder.

"Also, don't give up," Trixie said, "Whoever this stallion is, if you two are meant to be together, then you'll end up together."

Rarity sighed and walked into her house. Trixie watched her enter, and then trotted back to the base.

"Hello?" Rarity asked answering the phone, "Um, can you come over tonight Jackpot?" Rarity waited a few seconds while the stallion on the other end spoke, "Oh, your wife came home? I see... No, no, I'm fine. Um, give me a call when you're free, okay?"

Hanging up her phone, she wiped her eyes trying her hardest not to cry. She then began dialing the next number on her list.

"Hi Fancy Pants, this is Rarity," Fancy Pants spoke for a few seconds, "Oh, I'm fine. I had a mishap at work, but I'll be... I'll be fine..." she swallowed in the sob as best as she could before continuing, "So, are you free today? You are? Perfect, because I don't want to be alone tonight. Do you want me to wear the dress you like?" as Fancy Pants spoke, she got up and pulled out a skimpy red dress, "Then I'll see you in a few."

She hung up her phone, and after putting on the red dress she looked at herself in the mirror. Clearly she and Blueblood weren't meant to be together. Besides, why would he want to be with a mare as dirty as her?

"This is... the only true form... of love..." she said right before collapsing in front of her mirror, breaking down in front of her reflection.

Author's Notes:

This episode was one I had been wanting to write for ages, so I hope it turned out well.

So now we know a bit more about the Equestrian Evolution of Magic, but what's the whole story? Why doesn't anypony remember, and what did Twilight and the others do that made Rarity so upset?

Speaking of Rarity, this is by far the most tragic Rarity I have ever written. I found myself fighting back tears a bit as the ending of this episode hit me. Do you guys think she's being selfish? Or do you agree that it isn't fair that she's the only one who didn't have her dreams fulfilled at all?

Is it wrong for the Element of Generosity to wish for something herself? Or should she just resign herself to a life of never gaining, but always giving.