Twilight ran down the halls of the ever shifting cloud-base, struggling to keep from stumbling as it shifted and crumbled around her. The only thing stopping her from plummeting to an untimely demise was her small control of the clouds around her, allowing her to stop them from disappearing under her or crushing her from above. She saw light ahead and redoubled her speed. She lunged through a doorway as the walls behind her collapsed, no longer helped to stand through her bending.

After taking a deep breath the mare started looking around as she found herself standing under the open sky. The building made of cloud collapsed and left her on a single large flat disc. She ran to the edge of the floating base and let out a soft gasp. Appleoosa was nowhere in sight... and neither was the carriage Rainbow and the others had escaped in. The ground below them was changing quickly as the cloud moved at a rapid pace across the sky.

"You didn't think I was just going to sit idly by and let you escape, did you?" a mocking voice asked from behind her. Twilight gulped as she turned to face the lieutenant. "I've been at this base for the last thirty years, I know everything about this sun forsaken cloud. I know exactly how to move it, how to control it. Most importantly... how to destroy it." The ground around Twilight began to dissipate. “It's just me and you avatar. My soldiers should be off rounding up your little escaping friends as we speak. No pony is coming to save you.”

The avatar held out a hoof as she focused, the flames on her horn going out as she focused her wind bending to stop the cloud from dissipating under her. "Please. There's no reason for us to fight. I'm the avatar, it's my job to bring peace to the land. I'm not your enemy, I'm your friend." She let out a sigh of relief as the cloud stopped shifting under her.

"Peace?" The mare said as her voice took a hopeful tint.

"Yes! Peace!" Twilight said as a smile broke across her face. Even among the Water Nation it seemed there were still those who wanted to do the right thing!

"You know... I've always heard about it. Peace I mean. I heard long ago it was between all the nations." The mare looked unsure. "But how could you possibly bring it about? You're just one pony..."

Twilight slowly moved closer to the mare until they were face to face and she held out a hoof. "I may just be one mare, but I'm the avatar. I've already learned some wind bending and soon I will learn earth and water. Once I learn them all I'll be able to stop this war entirely. I could always use another friend to help me."

"Oh avatar... In that case allow me to help you. Do you know the most important thing water benders can learn?" The mare asked as she took the avatar's hoof.

"Compassion and the desire to help others?" She asked hopefully.

The water bender drove her free hoof into Twilight's face, sending the shocked unicorn backwards into a pocket of clouds. "No, you prattling moron." Her horn glowed as a chunk of the clouds turned to water, wrapping around the avatar's head to drown her. "Control and manipulation," She moved to the drowning unicorn and drove her front hoofs down on her side with enough force to nearly break the mare's rib. "and making yourself cold as ice. Did you really think I would just give up and help you that easy? What a foal!" As she began to give the mare a beating, hooves striking down where ever she could reach.

------

Far away from the cloud base and at a much lower altitude Celestia stood in front of her niece, gazing down in worry as she spoke. "To win this fight you must focus at all times. The most important thing you must learn is control. Both of Trixie and yourself. Your focus must never waiver and you must never let her words get to you." The wise unicorn motioned to a small kettle and two cups. "I want you to pour the tea. While you do I want you to think of Trixie."

"... Fine aunty, but I fail to see how this will help me." Rarity's horn began to glow, but it stopped as her aunt raised a hoof.

"No. Pour it by hoof. It will require more focus without your magic."

"What is the point?! How will pouring with my hoofs make me a better water bender?!" Rarity demanded as she glared up at her aunt.

"You lack control. You let your emotions guide you, Rarity. You get angry and then lash out, uncaring of what you damage. That is not how a water bender should behave or a princess for that matter," Celestia said as she gazed back at her niece, her eyes unwavering and calm.

"Well, so what?! That's good! If I'm uncaring, that's what I'm supposed to be! As cold as ice!" Rarity shouted back at her teacher defiantly, the princess comment making her boil with rage. "Like a tsunami, destroying all in my path an-"

"NO!" Celestia slammed a hoof down, causing one of the cups to topple over. "To be uncaring and purely destructive is to give up what you are. Water unrestrained, raging as a flooding river, can destroy all in its path. But water controlled, a bubbling brook, can be gentle and guiding. Water can bring new life and wipe away destruction. It can soothe even the deepest pains. As a water bender your duty is not to lash out with it and destroy all in your wake. Your duty is to guide it, to control it and protect others with it."

"I don't need to guide it. I need to use it to destroy Trixie!" Rarity snapped as she got to her hooves. "Never mind. I'll do this on my own if you won't do anything but give pointless little speeches." The princess turned and stormed out of the room, slamming the door shut behind her.

"Oh niece..." The white unicorn said with a sad sigh. "If only you would trust and listen to me..."

------

Far above the ground Twilight silently screamed as her body was beaten. Her hooves pulled helplessly at the water choking her as her body was relentlessly thrashed. Then the liquid fell from around her neck as she threw most of it up, coughing and hacking. Her hooves wouldn't move as more ice encircled her. She stared up through blurry, moisture soaked eyes at the unicorn.

"Now now Avatar. We can't have you die just yet. I've only just begun to teach you lessons after all," the Water Nation unicorn chuckled as Twilight's vision began to clear. The armored hoof of her assaulter slammed down on her stomach as the last of the water was driven out by the sudden blow. Ice bound her hoofs together as the mare began to circle her. "You know I was never that good a water bender. I could never quite make myself as cold as they said I should." Twilight let out a pained sob as a jagged shard of ice jammed into her side and twisted.

"I always enjoyed it far to much. Drowning you see. Its so much fun to watch a pony helpless and gasping for air. I've never been allowed to fully do it though. Always training exercises." The avatar shivered as moisture was drawn up from the clouds, slowly shifting into an assortment of bladed instruments. Ice soon coiled around her throat and began to choke her yet again. "But Nightmare Moon would have used some pony like me. If only I hadn't let my... enjoyments lead me to this sun forsaken place." A small blade of ice formed in front of the helpless unicorns face. "But me and you... Oh we're going to have lots of fun. Then I'll offer your body to her majesty and then... Well... I'm sure whoever her current general is can have a little accident." As the blade plunged at the avatar's face.

However with her head no longer drowning in water Twilight's horn was able to glow bright red as flames coated her body and pushed out, melting the ice and clouds holding her. She floundered for a moment in mid air before falling into a small pit a few yards deep, created by her burst of flames, gasping for air as she tried to get to her hoofs. Every piece of her body ached, covered in bruises and slashes from the cruel mares assaults. The purple unicorn whimpered as she saw the lieutenant standing near the edge of the hole.

"Do you know what they called me back when I was a mere water bending student?" The mare's horn glowed as two tendrils of water floated above her head. "Kraken." The liquid tentacles quickly shot out and wrapped around the avatar's neck, but Twilight quickly turned and kicked out both her back hoofs causing flame to shoot out at the water bender. The whips lost their shape, splashing down as the unicorn jumped to the side away from the sudden flare. Not quite fast enough though-- her back hooves getting scorched by the searing flames. "AGHHHH! You... You burned me! Oh I'm going to make you pay for that!" she screamed with malice as she held both of her front hoofs out before she slammed them together.

The hole Twilight was in caved in on itself and wrapped the mare in a bubble of water, forcing her to once again struggle for air. The large water bubble was slowly drawn up from the cloud cover as the unicorn grinned maniacally. "YES! Drown! Suffer! Let the water fill your lungs! Today the avatar dies by my hooves!"

------

Far from the sky battle two wills found themselves in a fierce staring match. Rarity glared across the open courtyard as Trixie stared back with unabashed confidence. The courtyard was made primarily of gray stone tiles and held a large red outline of a square. They were surrounded by walls and stands for spectators to watch the fight and at each corner there were large circular basins filled with dozens of gallons of water.

The stands were filled with soldiers from the outpost who had come to watch the fight-- even the Shadowbolts had arrived to watch the spectacle. With a heavy heart Rarity noticed the only pony who didn't seem to want to watch the duel was her aunt, who was nowhere in sight.

"You can give up now if you want little princess," Trixie mocked as she stepped into the square between two of the basins. "Because once we start the Great and Powerful Trixie won't be stopping."

"Don't worry. I don't intend to stop this either. After I'm finished with you my mother will need a new general," Rarity countered as she grit her teeth and walked into the combat zone opposite Trixie before bowing her head respectfully. Not out of actual respect of the mare mind you, but out of respect for the traditions.

Trixie didn't hesitate when her opponent's head was down as her horn lit up. She reared and brought both her front hoofs together. The water from the basins behind Rarity sprang up, launching at the mare from behind.

The princess was taken by surprise as she barely turned in time to see the torrential wave of water crash into her. Her hoofs flew out from under her as she was launched forward at Trixie. The general didn't slow down at all however as she came down to three hooves, her front left hoof still raised. Water from the pit on her left launched out and turned to a round battering ram of ice before slamming into the white unicorn's stomach, the water behind the mare pinning her against the icy weapon until it subsided a few moments later.

Rarity crumbled to the ground with her hooves wrapped around her stomach, trying to fight back the tears as she struggled to drown out the cheers of their audience. Trixie wouldn't let up on her downed victim as a blade of ice was formed from the battering ram and shot at the white unicorn.

Quickly the princess brought up a hoof as she tried to form a wall of ice between her and the deadly instrument. Sadly it didn't hold for long as a moment later the blade pierced through her protective shield with the only sign of it being affected was the weapon slashing across her right shoulder, rather than piercing her heart. Laying on her back she kicked out with her hooves. She connected with the weapon and shattered it to a dozen pieces, before she swiped one of her hooves out at the general.

A small disk of ice shot up from the ground aimed at Trixie's side, but she merely lifted a hoof as it shattered a few feet from her. "Is this really all you can do, princess? No wonder your mother banished you. The Great and Powerful Trixie has seen initiates with more skill." She stomped down and the water on the ground rippled out, sending Rarity up into the air and crashing into one of the basins. "If I had a child as pathetic I'd have drowned it ages ago. Some pony like you never had a chance of capturing the avatar."

Rarity screamed in rage as she flew out of the basin, water surrounding her. She moved into a bowing position as her tail struck out. Water had collected on it and as it whipped forward the water lashed out like a scorpions stinger, the end hardened into a chunk of ice.

Trixie grinned as she moved to the right, the stinger moving past her. However as it did the general struck her horn down, tapping the tail as it passed, making the length freeze to ice in a moment. She quickly lifted a hoof as the water across the ground flew up and latched to the tail, freezing it firmly to the ground. "All you know is pathetic tricks. That is why your mother sent you away. She never thought you would catch the avatar. It was just to get rid of you permanently!" She thrust her head forward as two blades of ice formed in the basins besides the general before hurtling through the air at the princess.

Rarity ducked but was unable to get out of the way with her tail trapped in the ice. Making a split second decision she made a slashing gesture with her hoof, a small circle of ice forming from the water surrounding her before spinning out and cutting through her tail, allowing her to fully duck as the deadly blades flew overhead, leaving her with only a fifth of her once beautiful tail remaining. Catching her breath the mare glared at her hated rival. "You're a liar! My mother will accept me back the moment I catch the avatar and you won't get in my way!" she screamed as her horn glowed intensely, focusing her energy she brought both her front hoofs up as the remaining water from all four basins shot up. Driving both hoofs into the ground the water followed her example and plummeted down straight at Trixie.

The general smirked before spinning on both her front hoofs. As her back legs shot out the four torrents of water formed into one and then flew in a tight circle around her before being released. Straight at Rarity. The white unicorn tried to bring up a shield of ice, but was to slow. The water slammed into her and sent the battered mare hurtling in the powerful stream before finally ramming into one of the walls surrounding the courtyard, leaving a large dent from her body, and pinning her against it for several long painful seconds. As the water pressure was finally released she fell to the ground, hacking and coughing up the liquid. Through blurred vision she could see Trixie walking towards her before standing over the defeated pony, lifting a hoof to finish the job. She closed her eyes as she tried to drown out the cheers of the crowd, thankful she was to soaked for any pony to notice her tears.

------

Far away another unicorn drowned as she struggled to escape her prison of water. The Water Nation lieutenant would not relent this time, drawing all the water she could from the clouds under the bubble to make it as large as she could while making escape impossible.

Then a rainbow colored blur slammed into her from above causing the clouds under Kraken's hooves to scatter, sending the water bender crashing down into a cloudy crater. Rainbow hovered in the air a moment as the water bender stared in shock. The unicorn glared as her horn began to glow. "You'll pay fo-urk!" Her horn fizzled as the blue pegasus was suddenly on her, front hoofs slamming into the unicorn's face.

"You're not the first Water Nation soldier I've thrashed and you're not going to be the last!" Rainbow snapped at the bender as she moved like lightning, her hooves bucking and slamming into the mare before sending her flying up, only to pile drive her into the clouds a moment later. Smirking the pegasus turned back towards Twilight. "Hey Twilight, what are you doing letting... Twilight?" The orb was gone. Dashing to where it had been she saw a hole in the clouds where the water had fallen through, pushing through the weakened clouds. Far below she could see a purple wet mare hurtling towards the ground. "TWILIGHT!" Rainbow yelled as she jumped into the hole and flew after her friend.

The avatar was already over halfway to the ground when Rainbow left the cloud cover, but the pegasus flew as fast as she could. Her wings started to burn as she flew after her friend, but she realized with dread she was too slow. She needed to be twice this fast or by the time she caught up to Twilight it would be to late. She'd already be... It was her fault. Her wings began to slow. If she had just made sure her friend was okay first, she didn't have to spend so much time beating on the lieutenant. She should have just hit her and gotten her friend out of there. Now the avatar, her friend, the very hope of the world was going to die. It was all her fault.

"NO!" She yelled as she picked up speed again. Her friend was not going to die. She was too cool to let her friend die like that! She was Rainbow Dash! If it was impossible to catch her then she would do the impossible! Her wings became blurs as the air around her began to feel harder. Resistance pushed back on her but she refused to give in. Her friend needed her and she was not going to let her down! She closed her eyes as she pushed forward with all her might. Electricity began to crackle around her as she shattered the resistance holding her back.

The world burst into a symphony of colors. Bright majestic light filled her vision and exploded outwards as she dove at speeds most pegasi could only dream of. Then her vision cleared and she saw Twilight only a few feet away, easily catching up to her at this speed. She reached out and grabbed her, quickly altering their angle to fly across the land before turning up. Glancing back for a moment her eyes went wide as she saw a rainbow chasing them. No, not chasing them. It WAS them. Well, her. "Whoa," she mumbled as she flew up, creating the rainbow across the sky, before landing back on the remains of the cloud base. It was in fragments, most of it having been blown away from the exploding blast of colors and previous fight.

"What... What was that?" Twilight asked as she held tightly onto her flying friend, the unicorn's shock momentarily overcoming her exhaustion.

"That. Was a sonic rainboom." Rainbow said with a grin of pure un-adulturated glee on her face. "I did it! Me! Oh right, and I saved you too. But did you see that? I was awesome!"

------

The rainboom traveled across the land, spreading a wave of color and clearing the skies as it went. At a particular Water Nation outpost cheers went silent as the radiant light flew across the sky. Even Trixie stopped as she stared at the fantastic hue.

Rarity watched them fly over head before her gaze was brought lower. Looking through the crowds she saw her aunt, besides the stands. Mouthing something to her. Focus. She finally understood. This entire fight. Trixie had been throwing her off, mocking her, angering her, using her past against her. The conniving blue unicorn had controlled her, but no more. Taking a breath she smiled at the blue mare as the bright colors flew out of sight. "Hey, Trixie."

"Hmmm?" The mare glanced down.

"Your hat and cape are extremely tacky!" Rarity snapped as she pushed her front hoofs out, forming small pillars of ice which shot out of the water and slammed into Trixie's side.

"Agh! You little- The Great and Powerful Trixie's hat and cape are perfect! They show the true might and power of a water bending master!" The general yelled as she picked herself up and her horn began to glow, sending a blade of ice at the princess.

Rarity spun her head to the side as the blade changed directions and ran into the wall. "Water bending master? Please. You talk a big game, but you're all flare. The only great and powerful thing about you is your ego! All you do is brag about how amazing you are, walking around in tacky capes and hats while boasting to every pony who hasn't tuned you out about how wonderful you are." She advanced on the mare, eyes beating into the generals. "You're too weak to even try going after the avatar yourself. Having to use the Shadowbolts to do the job for you."

"I DEPEND ON NO PONY!" Trixie screamed as she slammed her front hoofs down making a wave of water rise up in front of her and speeding at the princess. The general smirked knowingly as it enveloped the mare.

Then it flew up. Rarity's horn glowing as the water shifted around her into a tight spiral and then slammed across the ground and swept out like a rolling log. Catching the General by surprise as her hooves were caught and she fell forward, slamming into the ground with a loud thud. Before the blue mare could move a blade of ice formed above her head. Rarity grinned down at the mare. All she had to do was strike down and she would finish off the general. If she did that she would have no competition for the avatar.

She lifted her horn and slammed it down as the jagged piece of ice dug into the ground besides Trixie's head. "I've won this, but I won't kill you. Someone as pathetic as you isn't worth bloodying my hooves over," Rarity said as she turned and walked away, a slight limp in her step.

Trixie stared at the retreating mare for a few seconds before letting out an angry roar. "I'll kill you!" She lunged to her hooves, her horn aglow, and froze. Literally. Her entire body covered in ice.

"Now now general," a voice said from behind her. "There is no shame in losing to a better water bender. You should accept your defeat with grace and poise. It's only befitting some pony that calls themselves the great and powerful," Celestia said as she walked by the infuriated general who struggled to break free of the ice, "The repairs to the ship are finished dear niece, I believe it is time for us to leave."

"Of course, Aunt Celestia," Rarity said as she glanced at her horribly damaged tail before letting out a soft sigh. "At least short tails are quite popular right now..."

------

Back in the sky Twilight sat on the clouds as she talked with Rainbow Dash. "So why did you come back? I thought you and the Wonderbolts were dropping the hostages off. Not that I mind of course."

"We were. But while we were going down I saw the cloud moving away. Couldn't just leave yah here alone and all. We know how bad you fight without the great Rainbow Dash to help yah." She posed, wings spread out and her front right hoof up. "Besides the Wonderbolts-" she was cut off as two massive blocks of ice slammed into her from each side, shattering into small fragments from the force. Twilight stared in shock as her blue friend's eyes rolled back in her head before she collapsed, her body limp and mangled with her wings broken in at least a dozen places from the sudden crushing force.

"I told you avatar. You're going to die by my hoofs!" On the edge of the cloud the Water Nation lieutenant stood. Her helmet had been lost and her armor was covered in sweat while blood dribbled from her jaw where Rainbow had attacked her. One of her eyes were heavily bruised, swelling so bad it was forced closed while her other eye had a crazed look to it. "Now die!" She drew more moisture from the clouds which formed spikes before sending them hurtling at the avatar.

Twilight reached out, placing a hoof on her friends broken body. "You hurt... my friend." As the ice flew at her direction her horn lit up in flame. "YOU HURT MY FRIEND!" she screamed as the flame on her horn turned white before erupting outwards. The flame shot through the air at the lieutenant, instantly evaporating the icy blades.

The water bender rolled backwards as the flames shot over her, missing by mere inches. Even from a distance she could feel the heat burning her as she tumbled backwards. "You missed!" she gloated triumphantly before letting out a scream. She could no longer feel the cloud under her as she dangled in mid air for a moment before gravity seemed to notice. She reached out and tried to grab the edge of the cloud, but she had rolled too far. Twilight cringed as she heard the scream getting farther and farther away.

------

Twilight trembled as she was brought gingerly to the ground, standing on a cloud one of the pegasus they rescued was pushing. The moment she could she jumped from her perch and darted around the crowd of ponies and buffalo that stood throughout Appleoosa, their heads lowered without a sound amongst them. Even a few Water Nation pegasi were honoring the silence, though that may have been because they were tied up and had their faces covered in pie. After a few moments of searching she saw a small yellow pegasus and she made her way to her. "Fluttershy! Is Rainbow okay?"

Fluttershy turned to the avatar before looking to the side. "I... I don't know. The Wonderbolts brought her back, and..." She motioned to one of the buildings, a single story wood house. "They haven't come out since..." Tears were in her eyes as she looked back to the ground. Twilight trembled as she saw Pinkie next. Even the normally excitable pink pony seemed sad and broken-- even her bouncy hair seemed as deflated as her cheerful attitude.

"This is all my fault..." Twilight muttered as she laid down on the dirt and watched the door. She wasn't sure how long she waited, with the sun unmoving it made telling time near impossible. But after what felt like hours the door finally opened.

"She's going to be okay," Soarin said as he walked out of the house and let out a shriek as three blurs darted by him so fast he spun. "G-glad I could be of s-service..." he mumbled as he wobbled dizzily.

Fluttershy, Pinkie, and Twilight soon barged into the room holding Rainbow. The blue mare was asleep, covered in bandages and her wings wrapped in casts, but she was alive. Tears flooded the avatar's eyes as she stared at her now peacefully sleeping friend. "Her... her wings, is she going to be okay? Will she be able to fly?"

"Yes, eventually," Spitfire said from across the room where she was washing her hoofs. "It was a bit touch and go there for a bit, but your friend will be fine. She needs rest for now. She should be good to go in a few days of treatment and her wings should be back to normal after a few weeks of rest. It's a good thing Soarin and I came to find you two. Had we arrived any later... I don't think even my healing could have helped her. You'd have needed a true master."

"A master?" the purple mare asked as she cocked her head to the side.

"Ah... Right. I guess I never had much time to explain. I'm a healer. Not much of a bender really, but I can use my bending abilities to heal. It's not an easy thing, let me tell you. Only about one in every ten benders can do it and I'm far from the best. Get most my practice healing Soarin when he goes off on some crazy stunt."

"I... Didn't know bending could do that." Twilight said as she looked back to her multi-colored sleeping friend. "Could you teach me?"

"I... Seriously doubt it. I don't think there's ever been an avatar who could heal," Spitfire gulped as she noticed the purple unicorn's face fall even further, so she quickly added, "but hey! I mean you can do things like a sonic rainboom! That's gotta be awesome!"

"I didn't do that. Rainbow Dash did." Twilight mumbled as she turned and walked out the door. "She was... is awesome."

"What?" Spitfire said in shock as she turned to Rainbow. "But... That's beyond top class air bending. No pony but the avatar has ever been able to do that."

"Twilight! Where yah going? We can't leave without Rainbow," Pinkie said as she hopped behind the avatar, her hair having inflated again.

"You can't. But I can. I'm going alone," Twilight said softly as she walked out of the building.

"What?" Both her friends said in unison before Pinkie spoke up again, "you're leaving us? You can't, we're your friends!"

"I have to Pinkie, this is dangerous. This entire... thing," she could barely even form sentences as her mind kept bringing up images of her friend hurt on that cloud. "This isn't a game and I won't put any of you through that danger."

"We know Twilight, but you can't do this alone. You need us. And we won't abandon a-"

"Stop it!" the avatar snapped as she lowered her head. Steeling her face she turned to them, her eyes hardening. "I don't need you. All of you are just getting in my way. Pinkie, you spend to much time focusing on meaningless parties that no pony cares about. Fluttershy, you're to helpless and useless whenever anything important happens! Both of you just go away and stop getting in my way! We are not friends," Twilight snapped as she turned from them and walked away.

She managed to bite back the tears just long enough to get out of sight from her stunned friends, but soon they came down her face in torrents. "I'm so sorry, but it's better this way. You'll all be a lot safer without me around."