Ultramare: The Redemption of Trixie Lulamoon

by Azure Sandora


Into the Fog

Into the Fog

Ultramare vs Banpira (Ultraman Nexus)


A thick fog has begun enveloping the fields around Canterlot. Princess Luna believes a monster may be the cause, so she has dispatched MARES to investigate.

Applejack, Trixie, Pinkie Pie, and Rarity, were deep in the fields while the fog was present. They had their scanners out searching for a monster signal of some sort.

"Nothing over here," Rarity said.

"I'm not detecting anything over here," Trixie stated, "Are we sure there's a monster out here?"

"Princess Luna thinks so," Applejack said, "Pinkie Pie, anythin up there?" she called out to a hill.

"Nuh-uh, this fog is thicker than pea soup," Pinkie Pie said in a manner that said she had fun, "Hey, I bet hide-and-seek would be a blast out here."

"Pinkie Pie, please focus darling," Rarity said before pouting, "Honestly, this fog is dreadful! I think it's messing up my mane!"

"I find it funny that you're less worried about helmet mane and more cocerned with friz," Trixie stated.

"The helmet adds a certain appeal," Rarity explained, "Honestly, I think this is a good look for me. Friz on the other hoof is never a good thing."

"Alright ya'll, focus," Applejack commanded from across the field, "We're on a mission here, don't ferget it."

"Roger that, Leader," Rarity said somewhat mockingly. She was still getting use to calling Applejack that on the field. Applejack shook her head and walked off a bit before pulling up her communicator.

"Dash, anythin up there?"

"That's a negative, Leader," Rainbow Dash said from MARES Wing #1, which was flying over the fields. At first she wasn't sure she liked flying the MARES Wings, but there was something thrilling about being at the mercy of a machine.


"Not like I could see anything in this soup," Dash continued, "Fluttershy, anything on radar?" she asked the mare behind her.

"S-sorry Dash, but no," Fluttershy said, "Um... maybe Twilight, Vinyl, and Octavia will find something back at the main base..."

Rainbow Dash sighed, "Well? How about it?"

"Sorry, Rainbow Dash," Octavia said, "If there is a monster, it's not there now."


Trixie walked a bit away from the team and looked down at the Element of Light. Hopefully if there was a problem, Ultramare would warn her.

A rumble caught her attention. She looked up and saw something moving in the fog, something big. Trixie looked down at the Element of Light, "Is that the monster?" she asked. Instead of a voice, the gem in the centerpiece flashed white twice in confirmation. Not a warning to transform, it wasn't time. Ultramare didn't jump in unless things got really bad, but it was a warning to act.

"Leader! Target confirmed!" Trixie called out, catching the attention of Applejack, Pinkie Pie, and Rarity. The three mares galloped over to her and looked up at the giant monster.

"Dash, Shy, monster sighted!"


"I see it!" Rainbow Dash said.

"I don't!" Fluttershy said shocked, "It's not appearing on radar!"

"Don't worry about it, just hang on!" Rainbow Dash said before flying toward the monster at high speed, poor Fluttershy screaming the entire time.

The ground team started firing their lasers at the monster, who turned to the four mares. Now they could see it better. Some sort of white bug like monster. It slammed its large arms down on the ground causing them to fall down, and then it's eyes started flashing for some reason.

"Brace yerselves!" Applejack commanded. Before anything could happen, MARES Wing #1 flew past the monster firing its lasers at the monster.

"Octavia, Vinyl, what can you tell us about this monster?!" Rainbow Dash asked.

"What monster?!" Vinyl asked from her end.

"The monster right in front of us, duh!"


Back in the MARES base, Vinyl and Octavia were frantic. Twilight was behind them looking at the screen, which showed Applejack, Rarity, Trixie, Pinkie Pie, even the MARES Wing #1, but no monster.

"We're not seeing any monster!" Octavia said.

"I don't know, are you guys sure it's really there?!" Vinyl asked.

"Damn it, we're looking right at it!" Rainbow Dash shouted. Twilight walked up to Vinyl's computer and pushed a button to contact Rainbow Dash.

"Rainbow Dash, calm down," Twilight said, "Fluttershy, is it appearing on your radar?"

"No it's not!" Fluttershy said in frustration, "I don't understand this at all!"

"Twilight, the monster is backing away!" Trixie called out.

"Huh?" Twilight asked.


Sure enough, the monster was backing away into the fog, slowly vanishing. The ground team fired at the monster, but were unable to get a lock on it. It vanished into the fog, and their blasts hit air. MARES Wing #1 flew past its last location, checking to see if it was still there. Sadly it wasn't.

"Shoot!" Rainbow Dash said slamming the dashboard. Even Fluttershy ran her hooves through her mane in frustration.

Back on the surface, Applejack put her hoof up to her helmet still looking at where the monster was, "Twilight, Ah think we need ta share this with the Princess."


The new MARES team consists of nine members and is stationed in the highest tower in the castle. The Elements of Honesty, Generosity, Laughter, Loyalty, and Kindness take the front lines along with Trixie, while the Element of Magic stays at the base to offer support, requesting Octavia and Vinyl stay by her side offering support. These two dispatch under special circumstances.

One of the main functions of MARES is to report to Princess Luna directly.

"Our analysis of the fog suggests it has an electromagnetic property that can mask the monster's signal," Octavia stated to Princess Luna and the rest of MARES in the meeting room, "Currently the monster is in the fog somewhere, but we don't have a means of tracking it."

"Hm..." Luna said closing her eyes, "This isn't good. The monster is too close to Canterlot at the moment."

"What I want to know is why none of us were able to track it," Vinyl began, "but we were able to see you guys. Normally electromagnetic jamming isn't selective."

"Maybe it's something related to the monster," Trixie said, "You know, it comes from the monster. Maybe the fog only works on the monster."

"That's a smart tactic," Twilight said, "Using the fog to hide."

"This means it could be anywhere," Rarity said, "and what if the fog extends into Canterlot?"

"Um... actually..." Fluttershy said softly, "I looked into that, and um... well..."

"Out with it, Fluttershy," Rainbow Dash said impatiently, making the young mare wince a bit.

"R-r-right. S-sorry..." Fluttershy stepped up to the screen in front of the room and pulled up a digitally created bird's eye view of Canterlot, the fog appearing red, "Um... this is what the fog looked like... at approximately ten o'clock this morning..." she pushed a few buttons and the screen changed, showing more fog spreading out and getting closer to Canterlot, "And this is what it looked like four hours later..."

"So the monster is trying to spread the fog into the city," Luna reasoned.

"This ain't good," Applejack stated, "It's tryin ta wait till the fog is in the town 'fore it attacks us."

"We could try to find the monster before the fog spreads into Canterlot," Vinyl reasoned.

"I'm good at hide-and-seek," Pinkie Pie said cheerily, "Let that monster try to hide from me, and I'll find it."

"Pinkie Pie," Rainbow Dash started, "This isn't-"

"Hang on, that's not too bad of an idea," Twilight said, shocking everypony, "Pinkie Pie has a weird knack for finding things. Do you really think you can find it?"

"Uh, yeah Twilight," Pinkie Pie said proudly, "I'm, like, the master of hide-and-seek. I won the hide-and-seek championship in third grade."

"Sad thing is," Rarity whispered to Trixie, "she's probably serious."

Trixie and Rarity laughed silently, but a sharp look from Applejack made both mares stop immediately. Applejack sighed and turned to Twilight.

"All the same to ya, Ah think Ah should go with Pinkie. She an' Ah can both take MARES Wings and fly around the fog. 'Sides, two heads 're better than one, right?"

"Right," Twilight said nodding, "In that case, you and Pinkie Pie will go into the fog in MARES Wing #1 jets. Applejack, you take the east side, and Pinkie Pie can take the west. Keep each other on your radars."

"We can't see the monster," Applejack reasoned, "But we can see each other. Brilliant. Let's go, Pinkie."

Pinkie Pie gave an animated salute, "Roger, Leader."

The two MARES officers ran out of the room. Luna then got up and stood in front to address the remaining members, "I want the rest of you to put a perimeter around Canterlot. We need do whatever we can to stop this beast."

"Got it," Twilight looked to the other members, "Fluttershy, I want you and Vinyl to work together in monitoring the fog. Can you make it so that we can see the fog in real time?"

"I can make it so that it refreshes every few minutes," Fluttershy stated.

"Do that," Twilight said looking at Rarity and Trixie, "You two will team up with Octavia and I. We'll form a defensive perimeter around the city. Rainbow Dash, you should fly around and give us a birds eye view of Canterlot from the clouds."

"Got it!" Rainbow Dash stated.

"MARES, move out!" Twilight commanded.

"Roger!" all remaining members said before running out of the meeting room. Twilight ran towards the door too.

"Twilight," Luna called out, "You are doing a good job as MARES captain. I'm sure my sister would be proud of you."

"Thank you Princess," Twilight said smiling. She then ran out of meeting room, leaving Luna by herself.

"Please be with them, sister," Luna said to herself, looking out a nearby window at the sky.


Rainbow Dash immediately flew up to a cloud. Here she could see all of Canterlot and and some of the fields outside. It was weird, seeing the fog surrounding the city. It was like Canterlot was cut off from the outside world, surrounded by a large wall.

Rainbow Dash sat down getting comfortable. This would be a long day.


Back in the city, Twilight, Octavia, Rarity, and Trixie spread out their security perimeter, each one taking a section of Canterlot. Twilight took the northern section near the Canterlot School for Gifted Unicorns. Octavia took the southern section which was residential. Rarity took the eastern shopping center. Finally, Trixie took the western section where the train station was. A few of the citizens were a little worried seeing MARES officers walking around, but thankfully none of them were getting in the way.

"Applejack," Twilight started, "any sign of the monster?"

"That's a negative, Twilight," Applejack said over the radio, "What 'bout you, Pinkie Pie?"

"He's good, I'll give him that, but I'm better!" Pinkie Pie bragged. Did she really think that this was a game of hide-and-seek?

"Well keep at it," Twilight said laughing a bit, "If that monster gets into town then we'll be in trouble."

"Hey Twilight, looks like we have another problem," Trixie said.

"What's up?" Twilight asked.


Trixie was standing in front of the schedule for the train as she spoke into her radio.

"It looks like there's a train coming from Hoofington in a few minutes. It's going to have to come through the fog," Trixie explained.

"That's not good. If the monster finds the train it may attack," Twilight stated, "Applejack, Pinkie Pie, switch priority. Find the train and make sure it gets to Canterlot safely."


Applejack and Pinkie Pie found each other and were now flying close to each other's jets.

"Roger that," Applejack said. She looked at Pinkie Pie in her jet, and nodded. Pinkie Pie raised a hoof in confirmation and the two MARES Wing #1 jets flew deep into the fog.

They didn't have to search long. Right underneath them were the train tracks, and the train was already closing in on Canterlot.

"No way the monster can get to them now," Pinkie Pie said in her jet, "It's too close to the city."

"Yer right," Applejack said in her jet, "Ah say fer now we git back ta- huh?!" Applejack noticed the monster standing over the train, it's eyes flashing white, "Twilight, red alert! Monster spotted! It's doin somethin weird ta the train!"

"Copy that! Engage the monster! We'll meet up with Trixie at the station!" Twilight commanded.

"Roger!" Applejack and Pinkie Pie said at the same time. The two jets flew toward the monster and fired at it, making the monster cry out in pain and back away. The train proceeded to Canterlot, and the monster backed away into the fog again disappearing.

Applejack slammed her hoof on the dashboard in frustration, "Damn! Lost it again!" she said.

"Leader, the train is stopping!" Pinkie Pie said.

"Right, let's land and check it out."


All active members of MARES arrived at the train station and ran over to Trixie, who was watching the ponies get off the train. All of the ponies looked really weird. They were looking around in a daze, and looked somewhat confused.

"Trixie, status update," Applejack said.

"Your guess is as good as mine," Trixie admitted, "I don't know what's going on."

Octavia ran over to a random stallion, "Hey, are you okay?"

"Who... are you?" the stallion asked slowly. Octavia looked confused, which was understandable. Most ponies recognized Octavia when they saw her, and were just shocked that she was in MARES. She was a celebrity after all.

"Um, Octavia Melody, classical musician," she said as if trying to jog his memory.

"Um, am I... supposed to know who you are?" he asked.

"Where is this place?" a nearby mare asked, catching everyone's attention, "Canterlot?" she continued reading the sign on the station, "Where is that?"

Trixie and her teammates all looked at each other in confusion. To not know who Octavia was one thing, but Canterlot was the capital city of Equestria. Something weird was going on here.


"Where are the other members?" Luna asked Twilight, who was the only one in the meeting room with Luna.

"Octavia and Fluttershy are examining the ponies from the train," Twilight explained, "While Applejack wanted all of the other members to continue searching for the monster. Vinyl is currently monitering the fog."

"About the fog," Luna started. Twilight understood and immediately jumped to the next topic.

"Thanks to Fluttershy's program, we can determine that the fog is indeed extending into Canterlot. In the last three hours it actually extended inward twenty kilometers, and is now encircling the immediate outer perimeter of Canterlot."

Luna looked down gravely, "Do we know how much longer we have?"

Twilight's answer was lead with an equally grave sigh, "Our original estimate was twenty-four hours, but as the rate is also related to the diameter..."

"Um, Twilight, I do not know much about science and magi-tech, so..."

Twilight gave Luna a sheepish smile, "Oh, sorry," she then pulled up a circle on the screen, "The fog seems to increase by a set amount, but as you can see, the diameter gets smaller as you go inward in the circle. As such..." the circle was then colored red in three sections, but each section looked larger going in, "It would only take a few periods to fully fill the circle."

"I think I get it," Luna said, "So based off of that..."

"We can roughly estimate that we have another ten hours till the fog fully envelopes Canterlot."

Luna gave another grave sigh, "How are the ponies from the train?"

"Last time I checked, they were stable, but there are a lot of holes in their memory. We think that the monster is connected to their memories being lost, but we aren't sure."

"Find out," Luna commanded, "Also, tell Leader Applejack and Officer Pinkie Pie to work overtime in finding the monster and keep it in their sights when we do find it."

"Understood," Twilight said saluting Luna. She then ran out of the meeting room and thought to herself. The monster seemed to run away every time they fired at it, and since the fog hid its signature they had no way of tracking it. If only they had a means of tracking it as it moved.

"Wait..." Twilight said to herself, "We can't track the monster, but we can track each other..." she suddenly had an epiphany and pulled out her communicator, "Vinyl, I need your help! I think I know how to track the monster in the fog!"


"Are you sure about this visit?" the mare walking to the train was asked by her co-worker, "I read in the newspaper that there's something going on in Canterlot. Now might not be a good time for a visit."

The mare turned to her co-worker and straightened her pink glasses before responding, "That's the exact reason I need to go," she explained, "There's just too much going on over there, and I need to be there for my daughter. I'll be moving my business to Canterlot."

The stallion she was talking to shook his head smiling, "You really care about her, don't you?"

"She's a hooffull, yes. Sort of a problem child," the mare said laughing, "But she's a good pony on the inside. I have this feeling though, that she needs her mother, but since she'll never admit it, I better go and see how she's doing."

"Well, good luck Hazel," the stallion said hugging the mare, "I'll be praying for you."

"Thanks Lex," the mare said returning the hug. She turned to the train, magically picked up her bags, and then walked into the train. After taking her seat she thought about her daughter. It had been ages since she last spoke to her, which usually entailed that that she was going through something difficult. Funny thing about that naughty filly of hers, the times when she needed help were the times when she didn't talk to anypony.

Yep, she was definitely a Lulamoon...


"Got it," Pinkie Pie said to Twilight through her radio and then switched to Applejack's channel, "Leader, Twilight said we're not to engage the monster when we find it, but to keep an eye on it."

"She's got a plan?" Applejack asked.

"Yep, but she needs us to get the monster in our sights first. Apparently Vinyl is on her way with something to help us track it."


Applejack looked around her immediate are as she spoke, "Well good. Ah'm gettin tired of flyin around like this." Applejack preferred to be grounded, so flying around for long periods of time made her uncomfortable. She was starting to think that Rarity would have been a better choice for this, as she was a better pilot, almost as good as Rainbow Dash surprisingly.

She noticed something ahead of her breathing. Turning down her engines, she slowly approached the structure and saw it.

The monster, and it looked like it was resting.

"Pinkie Pie, monster sighted," Applejack said. Pinkie Pie groaned.

"Man... you beat me... you must have been the hide-and-seek champion of your elementary school."

"First of all, this is a mission, not a game," Applejack said, "So get over here pronto."

"Roger that. Ooh, ooh, what was the second thing?" Pinkie Pie asked excitedly.

"We went to the same elementary school," Applejack pointed out, silently taking pride in the fact that she was the best at hide-and-seek in her class.


Back at the MARES headquarters, Fluttershy was walking back into the command room to check on the fog. Vinyl went off to help the others a while ago, so she had to keep an eye on the fog in her place.

When Fluttershy arrived in the command room however, she was shocked to see the radar suddenly refresh itself. The result was horrible.

"No... no... no no no no NO!" Fluttershy ran over to the computer, "Dash, do you-"

"Yeah Fluttershy, I see," Rainbow Dash said with a sigh.


Rainbow Dash was now standing on the cloud with a serious expression "I'm looking right at it, and it's not pretty," Rainbow Dash continued. From atop the cloud she could see the fog really well, and it had just made a major move almost completely enveloping Canterlot.


From where Applejack and Pinkie Pie were, they saw the monster get up.

"Vinyl, where are ya sugarcube?!" Applejack asked.

"Almost there! Don't let the monster out of your sight!" Vinyl said. A second later, Vinyl's MARES Wing #1 was seen flying to their location.

The monster started shaking, secreting more fog from it's top section above it's head.

"Vinyl, hurry!" Pinkie Pie cried out.

"I see it! I think I can reach it from here!" Vinyl shouted.


Inside her jet, Vinyl pulled out her rosary and kissed it, "Faust, guide my hooves. Let this shot hit, please," after praying, she fired something like a missile at the monster. Once said missile hit though, it didn't explode. Instead it latched onto the monster, and a red light started flashing.

"Guys, that thing should appear on your radar, check it!" Vinyl said.


Applejack and Pinkie Pie looked at their radars, and sure enough the device was appearing on their radar.

"Lookin good," Applejack said smiling, "Now he can't hide."

"He's getting angry!" Pinkie Pie shouted from her jet. Sure enough, the monster was flailing about, still secreting fog from its top section. It turned to Pinkie Pie's jet and it's eyes started flashing.

"Pinkie Pie, move outta the way!" Applejack commanded to late. The monster's eyes flashed brightly, and Pinkie Pie screamed loudly. Her jet then began falling to the ground as the monster moved deeper into the fog. Applejack and Vinyl flew over to where Pinkie Pie crashed to check on her.

Vinyl reached her cockpit first and got it open, the poor mare looking loopier than usual.

"Pinkie, talk to me!" Vinyl said as Applejack reached her. Pinkie Pie looked up at Vinyl with a blank smile on her face.

"Pinkie...? Who's Pinkie...?" she asked, "Are you Pinkie...?"

"Damn it!" Vinyl turned to Applejack, "We lost her!"

"Take her back ta HQ an' have her checked out!" Applejack commanded, "Ah'll follow the monster!"

"Roger that!" Vinyl said saluting Applejack, who ran back her her jet and flew back toward Canterlot.

"Twilight, the monster is headin inta Canterlot!"

"We see it! It's currently in the residential area! Rarity and Fluttershy are heading there now!"


The monster began marching into town, which was now covered in a dense fog. The ponies had already evacuated the town and gone into shelters, so this gave MARES free reign to work.

A MARES Wing #1 jet was on its way to meet the monster, piloted by Rarity and co-piloted by Fluttershy.

"Fluttershy, I can't see worth a dime in this fog," Rarity stated, "Be a dear and keep an eye on it for me, will you?"

"Y-yes Rarity," Fluttershy said, silently in awe of Rarity. She initially didn't want to join MARES, but once she started, she sort of took off with it and became a fully devoted member. It inspired Fluttershy to do her best too.

"Alright, you've been a very bad boy," Rarity taunted, "Time for mommy to give you a SPANKING!" she immediately started firing her lasers at the monster, doing massive damage. The monster turned to the MARES Wing #1 and fired some sort of energy web out of its mouth at the jet, but thankfully Rarity dodged the attack.

"Rarity, it looks like it's trying to escape!" Fluttershy stated as the monster started secreting fog again.

"Oh no you don't!" Rarity said flying extremely close to the monster. She then fired a her lasers point blank in the monsters face, making it cry out in pain before vanishing into the fog.

"It's gone..." Fluttershy said sadly.

"Yes, but I gave it a wound it won't soon forget," Rarity said smirking, "What's its heading?"

"It looks like... the business district, where Rainbow Dash and Trixie are!" Fluttershy stated.

"Copy that," Rarity pulled out her radio, "You two hear that?"

"Yeah, we see it!" Trixie said, "Why don't you be a dear and join us?"

"Yes, why don't I?" Rarity said with an edge, "I've marked you as my prey, dearie."

"Rarity..." Fluttershy said, noticing the bloodlust in Rarity's eyes now. Another thing that changed since joining MARES, Rarity had become more ruthless, and at times even reckless. Her hatred for the monsters was prominent, and understandable seeing what she lost thanks to them, but Fluttershy was still worried.


Applejack landed her ship nearby and decided to join Trixie and Rainbow Dash in their pursuit of the monster. Surprisingly, Twilight and Octavia also joined in, Octavia packing her famous bazooka.

The monster was walking through the city, as if searching for ponies. Octavia had climbed up a roof of a building where she could get a clean shot of the monster. Standing on her hind legs, she readied her cannon and fired at the monster a few times in the face. The monster saw her and tried to flash its eyes at her to erase her memory, but the mare was too quick and immediately galloped away.

"Let's see if all that training paid off!" Octavia said, actually running to the edge of the building she was standing on and leaping off just in time, landing on another roof before the monster destroyed the building she was on.


Trixie, Rainbow Dash, Applejack, and Twilight all fired at the monster from the ground with their lasers, taking its attention off of Octavia for a second. The monster then turned to them and began firing energy webs at them, but the four mares scattered to dodge.

"I don't think this is going to work!" Trixie shouted.

"Vinyl, can you get the MARES WING #2 here?" Twilight asked, "I think with that we can do more damage!"

"Already on it!" Vinyl said.

"By the way, how's Pinkie Pie doing?" Twilight asked.

"Princess Luna is taking care of her. She should be fine."

"Good," Twilight said breathing out in relief.

"Hey, he's getting away again!" Rainbow Dash shouted. Sure enough, the monster was disappearing into the fog a second time.

"Damn! This is impossible, even with the tracking device!" Trixie said in frustration.

"Everypony," Octavia said on her radio, "If these readings are correct, it's heading over to the train station now."

"Um, from where we are, it looks like there's another train coming to Canterlot right now," Fluttershy added. Twilight got worried and turned to her teammates.

"It's probably going there to erase their memories like it did the train from Hoofington," Twilight reasoned, "Rarity, you and Fluttershy head there ahead of us. We'll catch up."

"Copy that," Rarity said, obviously smirking on the other end.

"Then let's get going ourselves," Twilight turned to Applejack, "The field is yours."

"Roger that," Applejack said nodding, "Vinyl, pick up Octavia an' work with her in MARES Wing #2!"

"Yes ma'am!" Vinyl said.

"The rest of us need ta git over to the train station pronto! MARES, move out!"

"ROGER!" everypony said at the same time before running to the train station.


The train from Fillydelphia was about an hour's ride away from Canterlot. From where she was sitting, the mare in the pink glasses could see the fog, which covered all of Canterlot like a dome.

"My Faust..." she said, "What in the world...?"


The monster was literally standing over the tracks as if waiting for the train. Unfortunately for it, green lasers hit it knocking it back, and Rarity's MARES Wing #1 flew into view.

"Hang onto something!" Rarity commanded. Fluttershy braced herself for what she knew was coming next, which was Rarity doing a full nose dive firing at the monster and doing a full barrel roll at the same time, so she could immediately fly to the side before the monster could hit them.

Rarity was laughing, "How'd you like that?"

"I... didn't..." the poor pegasus behind Rarity said slowly, holding in her lunch.

"Not you, honey, I mean the monster."

"Oh... sorry..."


Applejack, Twilight, Trixie, and Rainbow Dash arrived and immediately started firing at the monster. At the same time, a large blue beam fired at the monster knocking it downward. The monster looked up and saw MARES Wing #2 nearby, charging up for another shot.

The monster fired an energy web at the MARES Wing #2 jet, hitting it, but not knocking it out of the sky.

"This isn't good!" Vinyl said, "I can't charge up my shot and dodge at the same time!"

"What are we going to do?!" Octavia asked, "We can't take too many hits like that!"


Trixie looked up at the MARES Wing #2, realizing what she had to do. Apparently she wasn't the only one, because the Element of Light started to flash white. Trixie slowly backed away from the monster and then ran off, not knowing that Applejack was watching her intently.

"Hm..." Applejack said to herself, frowning as she took note.


While running through town, Trixie activated her horn calling out the light, and then leaped into the air, allowing herself to merge with the light, bringing the titan to life.


The monster turned to the MARES Wing #1 and fired a series of energy webs at it, but right before any of them hit, a loud ghostly voice was heard, and something slashed at the attacks saving the jet.

Fluttershy and Rarity looked up, happy to see who saved them.

"Ultramare, you came!" Fluttershy cried out happily, Rarity breathing out in relief as well.


This time, Ultramare paid little attention to the cheers of the ponies in the jet, and immediately got in a fighting stance looking at the monster before running up to the monster and tackling it. While Ultramare held the monster, she kneed it in the stomach a few times before the monster slammed it's arms into her back.

Ultramare stepped away from the monster bracing herself, and then did a powerful kick to the monsters side. She then punched the monster in the stomach three times, followed by a powerful punch that the monster caught. The monster then shot its energy web at Ultramare's face.

While Ultramare struggled to get the web off her face, the monster got a few lucky hits in, swiping her with it's arms, and tackling her and knocking her to the ground.

Finally Ultramare got the web off her face and could see, but the monster started secreting fog and vanishing. Ultramare took note and charged up an attack, firing a small dart at the monster from her right hand., but the monster disappeared into the fog right before Ultramare's attack hit.

Ultramare stood up and slowly walked through the fog, trying to be aware of her surroundings. She heard something to her left and turned around just in time to see an energy web about to hit her. Ultramare rolled to the side and threw another dart at the monster, only for it to miss like the last one.

Before she could react, Ultramare was grabbed from behind by the monster, who slammed its arms into Ultramare's shoulder, knocking her to her knees.

"Stay away from her!" Rarity shouted flying toward the fight and fired at the monster. When the monster stepped back, Ultramare turned around and kicked it in the stomach. Ultramare then got up and grabbed the monster by the head and shoulder area. While holding the monster, Ultramare slammed a knife hand into the neck of the monster. The monster threw Ultramare aside, and then shot a large web at Ultramare, actually wrapping around her and trapping her.


"NO!" Fluttershy screamed.

"Damn it! I'll get her out!" Rarity stated.


MARES Wing #1 flew toward the web and fired at it, but the web didn't budge. The monster took that as its chance to throw Ultramare around a bit. The giant strained to try and get free, but the monster threw its head to the side also throwing Ultramare to the ground.

The monster approached the helpless giant and began bashing her senseless, ending with knocking her to the ground again and kicking her while she was on the ground.

"Vinyl, can ya get that web off of her?!" Applejack asked.

"I don't know. Maybe with the pulse cannon on MARES Wing #2, but-"

"Get to it! Hurry!" Applejack commanded, "The rest of us need ta start firing at that monster! Ah got a feelin that Ultramare's runnin outta power, so she needs all the help we can give her!"

"Roger!" everyone shouted in unison.

The MARES Wing #2 landed briefly to set Octavia down, and then flew back up into position. Octavia ran over to the others and stood on her hind legs firing her bazooka at the monster. Applejack, Rainbow Dash, and Twilight fired at the monster with their laser guns, and Rarity fired the jets lasers at the monster. All of these together did major damage, and the monster roared in anger. It threw Ultramare in their way, knocking all the ground members away.

"Gotta admit, this guy is smart," Rainbow Dash said through gritted teeth, "using my buddy as a shield like that."

"Come on, Ultramare! Don't give up!" Twilight shouted.

The MARES Wing #2 finished charging and fired its main cannon at the web, actually destroying it. Ultramare, now free, got back in a fighting stance, her Color Timer flashing red.

The monster roared in frustration and ran over to Ultramare, flailing its arms around trying to hit Ultramare, who ducked and dodged out of the way of all assaults. She then blocked one attack, and kicked the monster in the side hard. While the monster stepped back Ultramare punched it hard in the stomach.

"Ultramare, duck!" Rarity called out from MARES Wing #1. Ultramare complied and hunched down as MARES Wing #1 fired its lasers at the monster, doing added damage. The monster stood up and looked at Ultramare, its eyes flashing.

"Cover your eyes!" Twilight shouted. Once again Ultramare complied and covered her eyes just in time as a bright flash almost erased her memories. When it was safe Ultramare slammed her hand into the monster's side again. The monster stepped back and vanished into the fog.

"Ultramare, it's at your left!" Fluttershy shouted. Ultramare nodded and kicked the monster before it could emerge from the fog. She then punched the monster two times, and then did an uppercut knocking the monster to the ground. When the monster got up, Ultramare focused magic into her arms, threw them out to her side, and then brought them together in a cross, firing a white stream out at the monster, killing it. As Ultramare stood up straight, she heard the ponies of MARES cheering for her. She looked down at all of them, and then looked up as the fog began to clear up, revealing the red twilight sky.

"She did it!" Rainbow Dash shouted happily, but Twilight shook her head.

"No Rainbow Dash, we did it."

Ultramare nodded in agreement to Twilight's statement, and then jumped into the sky, flying off into the sunset.


A few minutes later, the ponies of MARES waited at the train station to make sure everypony arrive safely. The train actually did hit the fog while it was on its trip to Canterlot, so they had to make sure no one got hurt.

"Alright, got it," Applejack hung up her communicator and turned to Twilight, "Sounds like Pinkie Pie's gonna make a full recovery," Applejack said. Twilight sighed in relief.

"That's good," Twilight said. The train slowed to a stop at the platform, and the passengers all started to step out.

"Looks like everypony is okay," Octavia said, "I don't think we need to be here."

"Yeah," Twilight said, "I think we can dispatch. Good job, MARES. That wasn't an easy mission."

"No, it wasn't," Rarity said, "But as long as another monster bit it, I'm happy."

"Rarity..." Fluttershy said softly to herself. She was really worried about Rarity, and some of the things she told her after they joined. If Rarity kept down this road...

Trixie looked at the crowd, and suddenly looked shocked, "Shit!" she shouted.

"Whoa filly, language!" Vinyl joked. Trixie wasn't joking though, as she suddenly hid behind Twilight.

"Trixie? Are you-"

"Can we please get back to HQ?" Trixie asked in a whisper.

"What in tarnation has gotten inta ya?" Applejack asked.

"Oh my FAUST! Octavia and Vinyl together again?" a sweet voice called out. Everyone looked out at the unicorn mare happily trotting over to them carrying suitcases.

Except for a few cosmetic differences, the resemblance to Trixie was uncanny. Was this her sister or something?

"Hazel... what a nice surprise," Octavia said nervously.

"Damn girl, you look better every time I see you," Vinyl said, clearly hiding how nervous she was too.

"You two are in MARES? What a surprise! Oh come here!" the mare, revealed to be Hazel happily said hugging the two young mares, "Now, I see you two, but where is that awful filly of mine?" she asked playfully. Vinyl and Octavia looked at each other, silently asking each other for an answer.

An answer that came on its own when Trixie sneezed. Hazel immediately turned to her and shook her head smiling.

"Trixie, you naughty thing you. First you don't write me for a whole year, and then you hide from me? You should be ashamed of yourself," Hazel said playfully. Whoever this mare was to Trixie, her personality shined brightly. Had to be a sister.

But no one was ready for what Trixie said when she stepped out, "Hi... Mom..."

"WHAAAAAAAAAT?!!!!!!!!!" All the Elements of Harmony shouted at the same time before turning back to look at the mare. This was Trixie's mom?! But she didn't look much older than Trixie herself.

Hazel gave everyone the sweetest smile, while Trixie looked away sulking. Something told the Elements of Harmony that this relationship was rockier than Ghastly Gorge at best.