Ultramare: The Redemption of Trixie Lulamoon

by Azure Sandora


We Built this City

As this is a tokusatsu crossover, I imagine that the characters are all actually speaking Japanese, but with English subtitles. So you guys are actually reading the TV-Nihon sub. Just a bit of trivia that may or may not interest you as a reader.

We Built This City

Ultramare vs Arigera (Ultraman Mebius)

"Captain, it's coming!" a Pegasus in a Wonderbolt uniform shouted.

"What?! Now?! We haven't finished-" Spitfire's statement was cut off as a loud roar was heard in the distance, "Damn it! Get the fighter jets ready! We're taking Arigera down this time for sure!"

"Yes, Ma'am!" the Wonderbolt said running out of the room. Spitfire turned to the window looking out at the remains of their base with gritted teeth. It was a miracle the Wonderbolts still existed after the last attack. Neo Cloudsdale wouldn't survive another attack.


Three blue and gold fighter jets were flying away from Neo Cloudsdale. According to their radars, Arigera was going to be coming from this direction.

“Fleetfoot, Thunderlane, prepare to fire missiles on my mark,” Soarin said into his radio.

“Already charged up,” Thunderlane said arrogantly, “You guys are too slow.”

“Remind me again which one of us actually hit it once and which one misses every time?” Fleetfoot taunted.

“Alright guys, focus,” Soarin said, “We only get one shot on it, and if we miss it-” he was cut off by Fleetfoot's gasp, “What's wrong?”

“It's coming! Fast!” she shouted.

“Where?!” Thunderlane asked frantically, “I don't see it!”

“It's coming from right in front of us!” Fleetfoot shouted.

“Brace yourselves! This won't be pretty!” Soarin commanded. Before any of them could actually get their hooves on the trigger, something red and blue flew past them at super sonic speeds, creating a sonic boom that knocked the ships back.

“AHH!!!!” Fleetfoot screamed.

“Fleetfoot!” Thunderlane shouted, seeing her jet fly off further than his or Soarin's. Before he could say anything else, he saw three fireballs hit her jet, immediately destroying it, “NO!!!”

“Damn it!” Soarin shouted slamming his hoof on the dashboard, “We have to change our plans! Thunderlane, fall back and-”

“This asshole's gonna pay!” Thunderlane shouted flying after Arigera.

“Thunderlane, no! Come back!” Soarin shouted flying after Thunderlane's jet.

Thunderlane saw Arigera up ahead, but when he fired his missiles, Arigera did a full barrel roll up and over his jet, stopping behind it.

“W-what?” Thunderlane asked, now terrified looking at the red and blue dragon-like monster behind him. Arigera charged up two lights on its shoulders and fired fireballs from them at Thunderlane's jet. He managed to pull to the side just in time to prevent destruction, but his ship's left wing was destroyed, causing him to tailspin to the ground.

“THUNDERLANE!!!” Soarin shouted, flying as fast as he could to Thunderlane's jet. He flew his own under Thunderlane's, catching it and helping it land safely, but both jets hit the ground hard. Soarin jumped out of his jet and flew to Thunderlane's to check on him.

“Thunderlane! Thunderlane!” Soarin shouted, shaking his comrade frantically. He then looked up to see Arigera fly over the main metropolis of Neo Cloudsdale. It picked up speed right before hitting the main residential area, breaking the sound barrier. The resulting shock wave blew all of the buildings away, literally destroying the entire metropolis in one assault.

Soarin looked down in agony, and pulled out his radio, “This is Soarin... mission failed...” he said softly.

“Yeah Soarin... I see...” Spitfire said equally upset, “Damn!”

“Spitfire, I think it's time we called them,” Soarin said, hearing a groan from the other end.

“This is our city, made by pegasi for pegasi! We should be the ones defending it!”

“But our weapons alone aren't enough to damage it! We can't even catch it! Spitfire, we need MARES.”

“What difference can they make?” Spitfire asked harshly.

“You'd be surprised,” Soarin explained, “Besides, Dash is with them. Faust knows we could at least use her.”

Spitfire was silent for a long time, but she eventually sighed, “Fine, I'll give them a call, but only as consultants! Cloudsdale is a pegasus city. We don't need anyone without wings defending it.”

She hung up, leaving Soarin to his thoughts. Spitfire had a lot of pride as a pegasus, and as the leader of the Wonderbolts. Her distaste for MARES was known by everyone, and she didn't hide her annoyance that Rainbow Dash had opted to take a leave of absence to join them full time. Still, Soarin understood her reasons, and he didn't mind at all.

Besides, what Spitfire was over looking was that MARES had the highest success rate at fighting the monsters. Whether or not she liked it, the Wonderbolts needed help. They needed MARES.


The next day, MARES Wing #1 and MARES Wing #2 landed right outside the Wonderbolts' base. Out of MARES Wing #1 came Vinyl and Rarity, with Trixie, Applejack, and Rainbow Dash exiting MARES Wing #2.

“So, how's it feel being back in the suit?” Rainbow Dash asked Rarity.

“It feels great being back in action,” Rarity said, “I was dying of boredom back home.”

“Just try to remember who your allies are this time, okay?” Vinyl asked, getting a scowl from Rarity.

“I'm embarrassed enough as it is, don't rub it in,” Rarity groaned.

“Alright y'all, enough goading the lioness,” Applejack said with a smirk. If she hadn't turned around she would have seen Rarity glaring daggers at her, “Rainbow Dash, you lead the way.”

“Right,” Rainbow Dash said looking up at the large white building with a slight grimace. Trixie walked over to her.

“Hey? Are you okay?” Trixie asked.

Rainbow Dash sighed, “This isn't going to be pleasant...”

She trotted ahead, leaving Trixie a bit confused. She shrugged and followed the Pegasus mare into the building.


With the advancements in magic, new denser clouds can be created, allowing even earth ponies and unicorns to walk the streets of Cloudsdale, which has been revamped into the metropolis Neo Cloudsdale.

Spitfire waited in her office, looking out at the remains of the Wonderbolts' base from her window. It made her sick, thinking about the ponies that she was about to meet. Truth was, she didn't have a problem with other ponies themselves, but this was a pegasi town.

At least, it used to be...

“Captain,” someone said from the door. She turned and saw a pegasus wearing the cadet uniform.

“Yes, ensign?”

“MARES officers have arrived. Should I let them up?”

Spitfire sighed, “That won't be necessary. I'll come down to meet them.”

The ensign saluted and trotted out of the office. Well, Spitfire thought, no point in putting it off. Hopefully there would be more pegasi down there. She didn't want to deal with other types of ponies more than necessary. Hell, she'd deal with Fluttershy first, and she was so grounded that she might has well been an earth pony.


This was the first time many of them had ever been in the Wonderbolts HQ, and it was quite a site to behold. The main building was almost as large as the castle. Outside where their jets were kept it looked like there was a fight, but thankfully the main building was fine.

“Well, what do you guys think?” Rainbow Dash asked turning to the others, “This is the Wonderbolts' main branch. Quite a sight to see, ain't it?”

“I'll say,” Trixie said walking around and taking it all in, “Was this place made with clouds too?” she accidentally bumped into a very large Pegasus wearing the Wonderbolts' uniform. She smiled sheepishly as the Pegasus glared at her.

“Wouldn't be able to tell, would you?” Rainbow Dash said, “The new clouds produced in the cloud factory are smoother as a result of them becoming more dense, which allows ponies like you guys to walk on them.”

"You sound almost as smart as Twilight,” Vinyl said, partially taunting her.

“She may be an expert on unicorn magic, but when it comes to pegasi magic, there can only be one,” Rainbow Dash bragged.

“So that's what happened to the peace and quiet here,” another, sort of raspy voice said. Walking over to the team was a bright orange Pegasus with a fiery red and orange mane and tail, her Cutie Mark being what looked like a bird made of fire.

“Spitfire, good to see you,” Rainbow Dash said walking over to the aptly named Spitfire and bumping hooves with her.

“Likewise,” Spitfire said, “You're looking well. That uniform looks good on you. Not as good as a Wonderbolt uniform, but...”

“Eh, I know. Nothing looks as good on me as a Wonderbolt uniform, but I do bring out the best in this,” Rainbow Dash looked up and posed. Applejack cleared her throat in order to get her attention, “Oh right, Spitfire, these are the ponies I brought with me. This is our Field Commander, Applejack.”

“Nice ta meet ya in person,” Applejack said holding out her hoof. Trixie noticed that Spitfire looked down at Applejack's hoof for a long time before finally shaking it.

“Yeah, nice to meet you,” Spitfire said offhandedly. Applejack raised an eyebrow watching her trot off.

“This is Vinyl, and our other primary pilot Rarity,” Rainbow Dash continued, surprising Spitfire.

“Wait, you mean she's a pilot?” Spitfire asked incredulously looking at Rarity, “I thought unicorns belonged in libraries, not in the air.”

Rarity glared at Spitfire, and Vinyl found herself holding her back before Rarity slapped the taste out of her mouth.

Sensing things were about to get ugly, Trixie walked over to Spitfire and held her hoof out.

“I'm Trixie,” she said smiling as pleasantly as she could, “MARES pilot and field officer.”

Spitfire raised an eyebrow looking at Trixie, and eventually just walked away from her, surprising Trixie a bit, “Rainbow Dash, could I talk to you privately for a second?”

“Yeah, sure...” Rainbow Dash said. She met eyes with Trixie briefly before trotting away with Spitfire. Applejack, Vinyl, and Rarity gathered around her.

“That bitch is really asking for it,” Rarity seethed.

“Geez, what does she have against unicorns, anyway?” Vinyl asked.

“Magi-Tech is powered by condensed unicorn magic,” Applejack explained, “That's also the reason we're allowed ta walk these streets. Some pegasi just don't like the thought of sharin their territory.”

“Yeah, well that's not my problem,” Rarity said glaring at Spitfire, “She can hate me all she wants, but there's a monster here that needs to be killed and I'll be damned if she stops me from killing it.”

“Careful, Captain Ahab,” Vinyl taunted, “Wouldn't want to fire at the wrong target again, would you?”

“You know, you can get some too, Vinyl,” Rarity growled. Trixie looked at Spitfire and Rainbow Dash arguing in the distance, sort of able to sympathize with Spitfire. At one point she felt like the Equestrian Evolution of Magic stole magic from her.

They weren't too different, the two of them.


“What is this, some kind of sick joke?!” Spitfire asked in a hushed tone.

“No, you said that you needed the best, and we gave you the best,” Rainbow Dash said simply, “Besides me, Rarity is our best pilot, Vinyl knows the most about Magi-tech, and Trixie-”

“Is a unicorn! What the hell does she know about the sky?! What do any of them know about the sky?!”

“Spitfire, the sky doesn't just belong to pegasi anymore,” Rainbow Dash said with a sigh, “And like it or not, you need us. You wouldn't have called us otherwise.”

Spitfire swore under her throat, and then stormed back over to Applejack and the others.

“So, you're the field commander here?” Spitfire asked.

“Yeah, Ah am,” Applejack said, “Ah'd like it if ya took Trixie an' Ah to the latest attack site.”

Spitfire looked at Trixie briefly before turning back to Applejack, “Fine, follow me.”

Spitfire walked off as Rainbow Dash trotted back to the group.

“Dash, Could ya take Rarity an' Vinyl to the shipyard?” Applejack asked, getting a salute from Rainbow Dash.

“Got it, Leader,” Rainbow Dash said. Spitfire turned to Rainbow Dash and looked at her in shock before Rainbow Dash walked off, leading the two unicorns down another hall. Trixie frowned looking at Rainbow Dash, but was taken out of the moment by Applejack putting a hoof on her shoulder.

“Let's get goin,” Applejack said. Trixie nodded. The two of them galloped after Spitfire, who lead them out of the HQ. Everyone in MARES had the feeling this was going to be their toughest mission yet, and not necessarily because of the monster.

That might be the easiest part of the mission.


Rainbow Dash, Rarity, and Vinyl arrived in the shipyard after a minute of walking. It was a quiet walk, but that was fine with Rarity. She had a lot of thinking to do.

Normally during a mission, she'd be somewhat annoyed at the thought of Ultramare coming. This time though, she found herself hoping that Ultramare would show up. She didn't know if Ultramare could speak Equestrian (she had never heard Ultramare say anything beyond a grunt actually) but she seemed to understand Equestrian. Good, because she had to say something to Ultramare.

After her suspension ended, she insisted on being sent on the next big mission. Twilight and Applejack weren't sure, but Trixie had vouched for her. Rarity hadn't expected that to make a difference, but Applejack immediately changed her tune, saying that she trusted Trixie's opinion on the matter. Rarity didn't know what was going on between those two; they were always together, and Rarity could tell that Applejack was hiding something. That did annoy Rarity, but she was beginning to really like Trixie.

She didn't have a lot of close friends anymore, but Trixie was definitely becoming one.

“Well, here we are,” Rainbow Dash said proudly, “Shipyard of the Wonderbolts.”

Vinyl whistled in shock, “I gotta say, this is nice!” she said smiling. The blue and yellow jets, while sleeker than the MARES Wings, were a sight to behold. They looked like they could catch some serious speed.

But speed wasn't everything, and Rarity could see exactly what was holding them back.

“Well, look what the cat dragged in,” a male voice said before Rarity could voice her thoughts. Rarity looked and saw a light blue pegasus with a dark blue mane. He was wearing his officer's uniform, and his Cutie Mark was the Wonderbolts' yellow lightning bolt with blue angel wings next to it.

“Soarin, I'm surprised you didn't get tanked,” Rainbow Dash said arrogantly, “Now that you don't have me holding your hoof.”

Soarin laughed looking down, “You kidding? Now that you're not around show boating, I actually have flying room to show my talents.”

“Ha! That's rich! Your talents? What, talent at crashing?”

“You're a real bitch, you know that?” Soarin asked.

“A bitch you can't live without, right?” Rainbow Dash asked, smiling with a slight glare. No one was ready for what came next.

“Damn right,” Soarin said. Immediately, he pulled Rainbow Dash into a passionate kiss, one that she returned with fervor. It was deep, lustful, and made Rainbow Dash looked oddly feminine.

“I always thought she was gay,” Vinyl whispered to Rarity.

“Lots of ponies assume that,” Rarity whispered back, “They've been dating for five years now.”

When they came up for air, Rainbow Dash and Soarin continued to look into each others eyes, now lovingly.

“I was worried about you,” Soarin said.

“I know,” Rainbow Dash said, “It's been dangerous, but I have a good team supporting me.”

Rarity cleared her throat, catching the two pegasi's attention, “Speaking of said team, hi.”

“Hey, Rarity, right?” Soarin asked. Rarity nodded and shook his hoof, “Nice to see you again.”

“Likewise,” Rarity said, “This is our tech specialist, Vinyl Scratch.”

Soarin did a double take when he saw Vinyl, apparently realizing who she was, “Wait, as in DJ Pon-3? I had heard you retired from show business.”

Vinyl laughed, “Yep, traded in my turn table for a computer console.”

“Well, it's great to work with you,” Soarin said shaking her hoof, “I only wish everyone was as open minded.”

“You mean Spitfire?” Rainbow Dash asked, getting a grave nod from Soarin, “Figures. Let me guess, you're the reason MARES is even allowed inside?”

“Who do you think convinced her to make the call?” Soarin said, “You know how she is with other ponies, unicorns in particular.”

“You didn't tell her that?” Rainbow Dash asked as the four of them walked, “Because I know you knew.”

“Yeah, I knew,” Soarin said, “And I hid it because otherwise she'd say no.”

“What does she have against unicorns?” Vinyl asked.

“She feels like unicorns are trying to take pegasi jobs by making it so they can manipulate clouds,” Soarin explained, “That, and you know how most pegasi are.”

Oh, Rarity knew. Pegasi were known for being rather arrogant. Hell, even Fluttershy was vain to a degree when it came to her appearance. Few ponies knew that she wore tail extensions, and that she was the one who asked Rarity if she could go to the spa with her the first time.

Rarity looked at one of the jets and saw two Wonderbolts doing maintenance on it.

“What sort of equipment are you running?” Rarity asked. Soarin stopped and turned to her.

“What do you mean?” Soarin asked.

“Weapons, armor, engine, I need to know everything,” Rarity continued. Soarin was wide eyed and turned to Rainbow Dash.

“She'll understand, trust me,” Rainbow Dash said proudly. Soarin laughed and escorted Rarity to a jet. Rainbow Dash and Vinyl followed close behind.

“We use a special metal that's lightweight and maximizes our speed,” Soarin explained, “Our engines are scram jet that can hit close to Mach 7,” Rarity nodded in amazement, “And our jets use gatling guns and missile launchers. You know, the basics.”

“I see, so you focus mainly on speed?” Rarity asked.

“That's our thing,” Soarin said, as if that was a good thing, “Especially against Arigera.”

“The monster?” Soarin nodded, “How fast does it fly?”

“We've so far marked it at Mach 8,” Soarin sighed, “Every time we catch up to it, it somehow manages to move faster.”

“It's not using its full speed,” Rarity said, “Only when its using its Sonic Boom is it even going close to it.”

“You seem to know a lot about monsters,” Soarin said.

“The hunter learns everything she can about her prey before the hunt,” Rarity said simply, “I did research on the monster attacks here before the mission, and I can tell you that trying to beat this thing in a battle of speed is pointless.”

“What do you mean by that?!” Another Wonderbolt asked walking up to them. Rarity recognized her as Lightning Dust.

“You're wasting resources in trying to out fly it,” Rarity explained, “Instead of trying to go as fast as it, you should focus on increasing your weapons and slowing it down. Speed, believe it or not, isn't everything.”

“That sounds like something a unicorn would say,” Lightning Dust said rolling her eyes.

“Doesn't change the fact that its true,” Rarity said.

“What does a wingless horse like you know about flying anyway?” Lightning Dust asked. Rarity laughed looking to the side.

“I know enough to fly any one of these machines with ease,” Rarity continued before glaring at Lightning Dust, “And keep up with you.”

Lightning Dust laughed, “That's rich!” she said, “A unicorn wouldn't be able to handle something as fast as this.”

“Oh, I'm willing to bet not only can I handle this thing, but I can beat you,” Rarity said with a smirk.

“Careful,” Lightning Dust said, “Threats like that could get you hurt.”

“I was going to say the same for you,” Rarity said.

“Um, shouldn't we...” Soarin started.

“She'll be fine,” Rainbow Dash said, “I think you'll want to see this.”


While the others dealt with that, Spitfire walked Applejack and Trixie to the remains of the main metropolis. It was a desolate site. The buildings had been totaled, and the city itself was deserted.

Trixie was happy about that. Just in case Ultramare was needed later, she could fight without having to worry about the civilians.

“I don't know what you expect to find here,” Spitfire said, “Arigera is done with this place.”

“Ya never know,” Applejack said, “Monsters 're smarter than we give 'em credit for. Also, there might be a clue tellin us more about it.”

“We know everything we need to know about it,” Spitfire said looking aside.

“Clearly not,” Trixie said looking around, “Since you're struggling so much in terms of dealing with it.”

Rather than grace Trixie with an answer, Spitfire scowled and walked off. Trixie sighed shaking her head.

“Sorry Leader,” Trixie said, “Guess I still need to watch what I say.”

“Nah, yer right,” Applejack said, “She's havin trouble getting over her pride. She didn't even want us involved.”

“But why not?” Trixie asked as they walked through the city remains, “We have the best track record in fighting the monsters.”

“True, but pegasi are prideful creatures. Also, this city used ta be a place only pegasi could walk, remember?”

“Made by pegasi hooves, so protected by pegasi hooves,” Trixie said, getting a nod from Applejack, “Still, that's not going to help her here.”

“She ain't gotta like us,” Applejack stated, “She jus' needs ta work with us.”

Applejack trotted ahead, and Trixie walked down another path. Spitfire, a bit behind Trixie, scoffed and trotted after her.

“So, how does it feel being in a pegasi city?” Spitfire asked Trixie, who rolled her eyes not turning to her.

“It's nice, I guess,” Trixie answered, “Honestly, it puts me in the mind of Canterlot a bit.”

“Huh, a unicorn comparing Cloudsdale to the Unicorn Capital City,” Spitfire said, confirming what Trixie thought this was.

“You know, not every unicorn benefited from the Equestrian Evolution of Magic,” Trixie said.

“Really, name one unicorn who lost everything because magic got stronger,” Spitfire said. Rather than answer her, Trixie stopped walking and turned to her, looking right at her. She said nothing, just let her silence speak for itself.

After a few seconds, Spitfire frowned as she realized what Trixie was trying to say, “Wait, really?”

“It's kind of hard to be a well renowned magician when all of a sudden earth ponies and pegasi have access to the same magical field that you uses naturally. Sort of takes the luster away, wouldn't you say?”

Trixie got back to work, pulling out her scanner checking for radiation left over from the monster. Spitfire looked to the side again with her eyes, considering Trixie.

“And you're not bitter about that?” Spitfire asked.

“Damn right I'm bitter,” Trixie answered simply, shocking Spitfire, “But I can't spend my entire life being upset because the world is changing. I have to change too, so I don't get left behind.”

“Huh...” Spitfire said with a sigh. It seemed like Trixie got to her a bit. She turned to Spitfire, about to say something, but she noticed a yellow orb floating above her.

“What the...?” Trixie asked.

“What?” Spitfire asked, turning to where Trixie was looking, “What in the world is that?”

“Good question,” Trixie said pulling out her communicator, “Leader, we've found something.”

“Ah bet it's the same thing Ah'm lookin at,” Applejack said on her radio, “Big golden orb floatin over Cloudsdale?”

“Yeah,” Trixie said, “What should we do?”

“Send the information ta Vinyl an' meet up with me,” Applejack ordered, “We'll hold a meetin discussin our next move.”

“Roger,” Trixie said hanging up. She sent the information of the orb to Vinyl, and then turned back to Spitfire, “We're heading back.”

Spitfire was frozen looking up at the orb, “What do you think that is?” she asked as Trixie walked. Trixie stopped and turned to her.

“That's what we need to find out,” Trixie explained, “If we do, we'll either learn what our enemy is capable of or even how to kill it.”

“So this is how you guys fight monsters?” Spitfire asked walking over to Trixie.

“Battles aren't just guns and ships,” Trixie said, “It's also about having information on your enemy.”

Trixie galloped back to the meeting point. Spitfire took one last look at the orb before running after Trixie.


“Dash,” Vinyl said walking up to Rainbow Dash and Soarin, “Trixie just sent me some information on the monster. We need to meet up with her and Leader.”

“Got it,” Rainbow Dash pulled out her radio, “Hey Rarity, we've got work to do, so quit playing with her and wrap this up.”

Rarity laughed, “How did you know?”

“It's obvious to anyone who knows how you fly,” Rainbow Dash said.

“Alright, I'll just win the race then,” Rarity said, almost disappointed. From where they were, the two jets flew back over to the base, but one of them turned down their engine.

“Oh boy,” Rainbow Dash said, “Lightning Dust is going to hate this.”

“What's she doing?” Soarin asked.

“Rarity isn't just fast, but she knows how to maneuver in the sky,” Rainbow Dash explained, “She doesn't just pierce the sky. She controls it.”

The jet that lowered its engine output suddenly made a sharp turn and shot its engines at full blast, shooting past the other jet. All of the Wonderbolts started cheering loudly as the two jets landed. Soarin was dumbfounded. Lightning Dust was on par with him and Spitfire, and she lost.

And to someone without natural wings.

“I don't...” Soarin said, “What in the...”

Rainbow Dash laughed, “Believe it or not, I'm not MARES' best pilot anymore,” she explained, “I'm the fastest hooves down, but Rarity is better than me. Don't tell her I said that.”

As Rarity exited her jet, all of the Wonderbolts gathered around her.

“Who taught you how to fly like that?!”

“Could you teach me how to do that turn?”

“Filly, you need to be a Wonderbolt!”

“Will you marry me?”

“Now now everyone,” Rarity said, “There will be plenty of time for that later,” Rarity looked at Lightning Dust, who's expression was one of wounded pride.

“How did you win?” Lightning Dust asked, “I was ahead of you for most of that race, but you...”

“Flying isn't just about speed,” Rarity said, “If you can't control yourself, then you're just going to crash.”

Rainbow Dash and Vinyl ran up to her.

“Now you're giving flying lessons?” Rainbow Dash taunted.

“You're not the only one who knows a thing or two about the sky,” Rarity said turning her nose to the air.

Vinyl turned to the entrance and saw Spitfire, Applejack, and Trixie walking over to them.

“Leader,” Vinyl called out running over to her, Rarity and Rainbow Dash following.

“Looks like y'all had fun,” Applejack said.

“What happened here?” Spitfire asked. One of the cadets ran up to her.

“It was amazing,” he said, “The unicorn with the diamond cutie mark beat Lightning Dust in a race!”

“What?!” Spitfire asked, turning to Rarity, “You beat one of our best fliers?!”

“She asked me what I knew about flying, so I showed her,” Rarity explained, “As such, I also figured out what's holding you all back in terms of beating the monster.”

“So ya weren't jus' playin around then?” Applejack asked.

“Of course not,” Rarity said, “I'll show you in the meeting.”

“Alright,” Applejack turned to Spitfire, “Can ya take us to the meetin room?”

“Y-yeah, sure,” Spitfire said. She looked at Rainbow Dash, “What the hell is going on here? Unicorns with wings?”

“The sky doesn't just belong to pegasi anymore,” Rainbow Dash said, “We gotta learn how to share.”

Rainbow Dash trotted after her team, once again leaving Spitfire in a state of shock. Just what was happening to the world she lived in, now that unicorns knew how to fly.


“The problem is this,” Rarity said as a video recording of Arigera's Sonic Boom played. She stopped it right at the point that the monster flew over the city at high speed, “This creature is obviously faster than all of your equipment, and trying to go faster to catch up causes your control to suffer.”

“That's what did us in the last time,” Soarin said, “Arigera has great control. Even if we catch up to it, we can't hit without slowing down or spiraling out of control.”

“Then we have to get it to slow down,” Trixie suggested, “If not stop moving entirely.”

“We need to figure out why it's here,” Vinyl said, “Speaking of which, I took a look at the information you sent on that orb.”

“An'?” Applejack asked, “What did ya find?”

“It gave off life signs,” Vinyl said, “I think that thing is alive.”

“So what? Is it looking for something? Is it spying on ponies?” Rainbow Dash asked.

“What does Arigera do after it attacks?” Applejack asked.

“It just flies off,” Spitfire stated, “The only places in Cloudsdale it keeps returning to is the metropolis and our base.”

“What about those other areas?” Vinyl asked, “What state are they in now?”

“Completely totaled,” Spitfire said, “Cloud buildings don't take long to rebuild, so repairs aren't an issue, but every time we fix an area, Arigera comes back and destroys it.”

“Wait!” Trixie said shooting up, “It returns to the area whenever you repair the damage?” Soarin and Spitfire nodded, “And you said that the orb has life signs?”

“That's right,” Vinyl said, “What are you getting at?”

“Wait, I get it,” Rarity said, “You think it's trying to clear out the town, don't you?”

Trixie nodded, “It makes sense, right? Why else would it return to an area it previously attacked, and then stop when no one returns there?”

“That's saying this thing is intelligent though!” Spitfire said.

“It's a monster, but it's still alive,” Rarity said, “And we've see some really intelligent monsters in the last few months.”

“Okay, assuming that it is that intelligent,” Soarin said stepping forward, “Why is it following this pattern? What does it actually want?”

Everyone looked down thinking, as no one had an answer to that. It was Rainbow Dash though, who asked a very odd question.

“Do we know what sex this monster is?” she asked. Spitfire scoffed at that.

“Gender?! What does that matter? It's a monster, why would-”

“Hold on,” Applejack said thinking about that, “Dash, that's a really good question. How would we find that out?”

“If we had a really good picture of Arigera, I could send it to Fluttershy back at the base. She'd be able to figure it out,” Vinyl suggested.

“Do that,” Applejack said, getting a salute from Vinyl, who immediately called Fluttershy.

“Hey, you and Tavi busy?” Vinyl asked, “Great. I'm sending you information on the monster we're hunting. Can you identify the creature's gender with it?”

After a few tense minutes, Fluttershy called them on Vinyl's lap top, telling them what she found.

“Assuming that this section of the chest hides mammary glands,” Fluttershy said softly, “And that the monster's sexual organs are similar to a pony's, then I'd say the monster is female.”

“Thanks Fluttershy,” Applejack said, “Did ya find anythin else?”

“Well actually, I thought at its behavior was strange, so I compared it to certain creatures that I've taken care of. Its acting very similar to a certain species of hawk that lives near the Crystal Empire when it's... pregnant.”

That threw everyone for a loop.

“Pregnant?” Soarin asked.

“Y-yes...” Fluttershy continued sheepishly as Applejack nodded in approval, “You see, this bird chooses a particular location to lay its eggs, and it never leaves that area when it decides, even after laying the eggs. If there's something else living in that spot, the bird will fight it and even destroy any nests in the area to make room.”

“That's a big help, Fluttershy. Thanks a bunch,” Applejack said.

“Not a problem Leader,” Fluttershy said, “I'm glad that I could help.”

Fluttershy hung up, and Applejack turned to everyone, “So now we know what the monster is doin here.”

“Damn thing is pregnant...” Rainbow Dash said, “That's bad.”

“Hey,” Rarity said, “What if that orb isn't just a tracking system?”

“You mean what if that's the monster's egg?” Vinyl asked, getting a nod from Rarity. Vinyl checked her information again. After a few seconds she gasped, “It is an egg, but not just for one monster.”

“Don't tell me there's more than one in there?” Trixie asked.

“According to this, that egg has about ten life signs in it,” Vinyl said.

“Then we need ta destroy that thing now!” Applejack stated, “Dash, you, me, an' Vinyl 'll take MARES Wing #2 ta get ta work on destroyin that egg. Rarity, you an' Trixie 're in MARES Wing #1. Yer ta remain on stand by until Arigera appears. When she does, yer ta intercept it first by immobilizing it.”

“What can we do to help?” Soarin asked, surprising Spitfire.

“Us, work with them?!” Spitfire asked.

“Yes, Fire. Dash is there fighting too, and I'll be damned if she ends up like Fleetfoot because I didn't take to the skies,” Soarin turned to Applejack, “I'm in your hooves.”

“Alright then,” Applejack seemed pleased with this development, “In that case, once Rarity an' Trixie knock Arigera out of the sky, Ah want you to lead the Wonderbolts in an attack, keepin her from flyin off.”

“Got it,” Soarin said, saluting Applejack. It looked like Spitfire was going to be sick or something.

“Now listen, at some point Ultramare's probably gonna show up ta help,” Applejack said, “Soarin, she's about as big as the monster, so when she does show up, y'all need ta stay outta her way fer the most part.”

“Ultramare?” Spitfire asked, “You mean the giant that defends Canterlot? Why would she come here?”

“Ultramare's one of us,” Applejack explained, “She won't show up unless we need her to, but she'll show.”

“Alright,” Soarin said, “I don't fully understand, but you seem to know what you're doing.”

“Good,” Applejack said turning to her team, “MARES, move out!”

“Roger!” Trixie, Vinyl, Rarity, and Rainbow Dash saluted. The five of them galloped out of the room to their stations. Soarin was about to leave, but Spitfire grabbed his foreleg.

“Why did you give them the Wonderbolts?” Spitfire asked.

“Like I said, Dash is with them,” Soarin said, “We already lost enough stallions and mares to Arigera. She won't be added to that list. Honestly, if you'd stop being so difficult to work with, we'd have already defeated Arigera.”

With that, Soarin left. He had the nerve to say that she was being difficult?! She was trying her best to defend Cloudsdale, a city made by pegasi for pegasi. Bad enough they were here to begin with, bad enough Dash expected her to “share the sky”, now she was expected to take orders from a pony without wings?!

This was getting stupid.


After updating all of the Wonderbolts about the situation, everyone got into position. MARES Wing #2, piloted by Applejack, Rainbow Dash, and Vinyl, slowly approached the golden orb, which they now knew to be an egg.

As they got as close as they could, MARES Wing #1 hovered a bit away from the city. Inside sat Rarity in the piloting seat, and Trixie in the copilot seat. The air in the jet was really somber and quiet. Trixie was used to the somewhat melancholy air that Rarity had, but this was different somehow.

“Are you okay?” Trixie asked the mare sitting in front of her.

“Do you know why I insisted on coming here?” Rarity asked.

“So you can apologize to Ultramare if she shows up, right?” Trixie inquired. Rarity nodded looking to the side.

“I almost killed her,” Rarity said softly, “She doesn't know about my past, so she wouldn't know what drove me to do that. What if she thinks that I just wanted to kill her?”

“Rarity...” Trixie said looking down at the Element of Light, “I... don't think Ultramare thinks that?”

“How do you know?” Rarity asked.

“Based off what we've been through with Ultramare,” Trixie stated, “You heard Leader. Ultramare is one of us. And like I said, she doesn't seem like the type to hold the grudge.”

“You sure seem to know a lot about Ultramare,” Rarity said, “Now that I think about it, I've never even seen you around when Ultramare-” something beeped on her radar that very moment, “What in the...”

“What is it?” Trixie asked, silently thankful for that interruption.

“Something is...” Rarity said, “Leader, are you guys about ready to crack that egg?”

“Almost,” Applejack said through the radio, “Why?”

“Because I think the monster is-”

“AHH!!!!” Someone screamed on their radio. Trixie saw something large and red fly fast on their radar, and about ten of their vessels were knocked out.

And it was on the other side of the city.

“Damn it!” Rarity screamed, “Trixie, hang onto something!”

“Don't worry about me,” Trixie said, “Just fly!”

Rarity nodded and flew off at their highest speed.


Arigera was flying around the entire city, firing lasers at the Wonderbolt jets scattered around. Some of them were trying to fire at the monster, but most of them were simply trying to stay away from the assault.

“Damn it!” Applejack said, “Vinyl, are we done chargin yet?!”

“Almost!” Vinyl said, “I just need a few more-”

Arigera flew over to MARES Wing #2, firing her shoulder lasers at the vessel. They took massive damage and were knocked back.

“No!” Vinyl shouted, “I lost the charge!”

“How the hell did she know we were about to attack?!” Rainbow Dash asked.

“Ah don't know, but we got a major problem now,” Applejack pulled out her radio, “Rarity, are you an' Trixie close?!”

“We see it,” Trixie answered, “We're beginning our assault!”


Rarity looked up at Trixie silently asking for permission. When Trixie nodded giving her the okay, Rarity looked forward with a familiar smirk.

“Oh Arigera,” Rarity said, “You're my prey now. Scream real good for mommy!”

MARES Wing #1 flew right over to Arigera firing its lasers at the red and blue monster. Arigera was too fast though, and flew to the side dodging the attacks.

“It's too fast!” Trixie cried out.

“Oh, you will not escape me!” Rarity shouted, “Soarin! Tell your stallions to slow it down!”

“We're doing the best we can!” Soarin shouted, “None of our weapons can reach it!”

“Rarity, I have an idea,” Trixie said, “I brought Octavia's bazooka with us. If you can get Arigera to fly over the Wonderbolts' base, then I can knock it out of the sky.”

“That's insane!” Rarity said, right before smirking, “I love it! I'll let you off near the base.” Rarity said flying back. She didn't know why, but something inside her was telling her that Ultramare was about to make an appearance.

What that had to do with Trixie she had no idea.


Spitfire walked through the Wonderbolts' HQ, in the opposite direction of the other Wonderbolts as they rushed out with their jets to help in the battle. She had heard that Arigera had appeared before they could destroy the egg.

If she couldn't protect her city, and MARES didn't make a difference...

Trixie ran through the base, but stopped when she saw Spitfire.

“Perfect!” Trixie called out, running up to the orange pegasus, “Are you doing anything at the moment?”

“Not at the-”

“Great! I need your help!” Trixie said grabbing her hoof, “Follow me!”

Spitfire didn't even get a word out as Trixie dragged her away.


“Arigera has already knocked out half of the Wonderbolts!” Vinyl shouted. Rainbow Dash's face went pale.

“Is Soarin okay?!” she asked.

“He is,” Vinyl said, “But he's dangerously close to the monster. At this rate...”

“Dash, go!” Applejack said, shocking Rainbow Dash.

“Leader?”

“He's yer boyfriend, an' yer still a Wonderbolt! It's fine. Go help yer other team.”

Rainbow Dash nodded and ran out to the hatch of the ship. This was crazy, she knew it, but as a Wonderbolt, she was used to doing even crazier.

As such, flying straight out of MARES Wing #2 was actually sane in her mind.


“Argh!” Soarin screamed as Arigera flew over his jet, knocking his jet back. It was like trying to fly through the heaviest turbulence.

He looked out and saw Arigera turning around, now about to ram into him. He couldn't move out of the way in time. He was about to join Fleetfoot.

Dash...

I'm sorry...

Right before Arigera hit him, two lasers shot at her from above, forcing her to fly away from him. He looked and saw Rarity's MARES Wing #1 flying next to his jet. Standing on the right wing was Rainbow Dash.

“Dash!” Soarin shouted. He opened up his jet's top hatch to welcome her in.

“Thanks for the lift, Rarity,” Rainbow Dash said to the white unicorn pilot before jumping off the wing and into Soarin's embrace.

“What are you doing here?” Soarin asked.

“I couldn't stand not being with you,” Rainbow Dash said, “While I'm here, I'm your spotter, like always.”

Soarin smiled, allowing his marefriend to move into her seat behind him.

“Alright! Let's do this!” Soarin shouted, flying after Arigera now under Dash's guidance.


“This should work,” Trixie said, carrying the bazooka. Since she was a unicorn she couldn't carry it while firing like Octavia did, so she needed the stand. That was with Spitfire, who trotted up to Trixie looking at the fight.

“Hey!” Trixie shouted, snapping Spitfire out of her daze, “Help me out!”

Spitfire made an aggravated grunt before helping Trixie with the stand.

“So, I guess your team of unicorns didn't make much of a difference after all,” Spitfire said.

“Is that was this attitude is about?” Trixie asked as she worked, “Spitfire, what do you think the point of MARES is?”

“The point of MARES?” Spitfire asked.

“We're not just a team of unicorns,” Trixie explained, “We're a team of four unicorns, three earth ponies, and two pegasi. Three different kinds of ponies all working together for a common goal.

“Twilight is a unicorn, and our captain, but it's Applejack, an earth pony, who leads us on the field. She, Octavia, and Pinkie Pie are great at ground work because of the extra stamina and strength. Fluttershy and Rainbow Dash are pegasi, so they're faster and lighter than the rest of us. Fluttershy's more comfortable behind a computer, so she uses her knowledge on animals to help us. She was taught how to use a computer by Vinyl, who's knowledge of Magi-tech has been a true asset.

“Rainbow Dash actually taught Rarity how to pilot a jet, which is why she's such a great pilot. The other thing that Rarity has though is great organization skills, which is perfect for flying such a fast jet like MARES Wing #1. And while Twilight isn't very strong, her intelligence makes her the perfect candidate for our captain, and a mare I'm proud to work for.”

It was then that Spitfire began to understand what it was that made MARES such a superior team. They weren't just a random team of ponies of different types. They were a team that combined what made the three types of ponies great into one force. Some were experts in their fields, so they taught the others how to excel in their field.

They were the perfect team.

Trixie's radio went off, and she put her hoof to her helmet. Spitfire heard Rarity say something on the other end, and Trixie nodded.

“We're about ready,” Trixie said, “Lead Arigera over here.”

She hung up and put the bazooka on the stand, pointing it at Arigera. Spitfire had one more question to ask her before they started.

“What about you?” Spitfire asked, “What do you bring to the team?”

“Nothing special,” Trixie said smiling softly, “I'm just here doing my best to help them. The Elements of Harmony are the real heroes. I just want to do my best to protect them.”

MARES Wing #1 shot at Arigera, and then began flying toward the base. This was insane! Did Trixie really think this was going to work?

Spitfire saw it. Trixie was calculating Arigera's speed. She and Rarity were both unicorns, so they not only knew the most about magic, but they excelled in math and calculations. They could do this. They were sure they could do this.

Spitfire held onto the bazooka as well, helping Trixie keep it steady.

“Pegasi have more dexterity than unicorns,” Spitfire said, “I'll keep it and you steady.”

Trixie smiled at Spitfire, and then put her full focus on Arigera. They only had one shot, so this one had to count.

Trixie started charging up the bazooka, Spitfire keeping the large gun steady as the monster flew over their base. As MARES Wing #1 flew over the base, it turned upside down. If Spitfire didn't know better, it looked like Rarity and Trixie met eyes.

Trixie pulled the trigger at that moment, hitting Arigera right in the chest. The impact caused her to fall off balance and hit the ground.

“Now!” Trixie called out, “Fire!”

MARES Wing #1 flew back, this time with six Wonderbolt jets behind it. They all unloaded onto Arigera, finally doing serious damage to her. The monster roared loudly, and fired her shoulder blasts at all the jets. Most of the Wonderbolt jets flew away, but a few were shot down.

Arigera then turned back to the MARES Wing #2 and fired at them, knocking the ship to the side. They couldn't get a clear shot at the egg like this, and every time they were hit, they lost the charge.

“Damn it, at this rate...” Trixie said to herself.

“Trixie, I'll keep it busy here,” Spitfire said, “You need to help your team.”

Trixie nodded and bumped hooves with Spitfire before running off. As she got back into position, she thought about the lesson she just learned. Maybe an all pegasi team wasn't ideal. Maybe, just maybe, the Wonderbolts and herself, needed to evolve.


Trixie looked up at the monster as it made its way to MARES Wing #2. She had to buy them some time. They were taking too much damage. One more attack from Arigera would destroy them.

She wasn't going to let that happen.

The Element of Light started flashing at that moment. It was time to do her part.

Trixie activated her horn, and galloped toward the monster. She then jumped into the air, allowing herself to once again merge with the light.


Ultramare appeared in a bright light, immediately running up to Arigera. She grabbed Arigera from behind, pulling her back. Arigera threw Ultramare off of her, and then slashed Ultramare with her wings, which seemed to have spikes on them. Ultramare blocked the attack, and then kicked Arigera in the side.

Ultramare ran to the other side, getting between Arigera and MARES Wing #2. She looked at the aircraft and nodded to the pilots inside.

“Ultramare, thanks fer the help,” Applejack said, “We jus' need a few minutes. Can ya keep Arigera busy?”

Ultramare gave Applejack a thumbs up, and charged toward Arigera as it got up. Arigera swung her wings as Ultramare, but the giant ducked out of the way, and gave her another kick to the side. Arigera roared in pain from the attack, and then turned around firing her shoulder blasts at Ultramare.

Ultramare did a series of backflips out of the way from the shoulder blasts. When she got up, she saw Arigera flying toward her. Ultramare grabbed Arigera before she hit her, but Arigera fired her shoulder blasts at Ultramare knocking her to the ground.

Arigera got on top of Ultramare, and began whacking the giant with her wings. Ultramare blocked most of the attacks, but she was easily getting overwhelmed. Ultramare managed to kick Arigera away from her, and then kicked up to her feet.


As the two titans fought, Spitfire was in awe. Where did she even come from? And what was she? More importantly, why was she fighting the monster?

“So, you're pretty amazed, right?” Rainbow Dash asked on Spitfire's radio.

“Dash, care to explain?” Spitfire asked.

“We don't really know where she comes from either,” Rainbow Dash explained, “All we know is that she's an alien that wants to help us.”

“An... alien?” Spitfire asked wide eyed.

“Funny, right?” Rainbow Dash asked softly, “An alien going out of her way to protect a pegasi city?”

That put Spitfire to shame. MARES was willing to even welcome the help of an alien life form, yet here she was unable to accept other kinds of ponies.


Ultramare knocked Arigera to the ground. She then got on top of the monster and pounded her a few times in the stomach. Arigera kicked Ultramare off of her, and then got up. She ran over to the giant as she got to her feet, but Ultramare caught her and kicked her back before she could attack.

Ultramare did a side kick, but this time Arigera blocked the attack. Arigera fired her shoulder blasts at Ultramare hitting her in the chest, and then turned back to MARES Wing #2.

“No you don't!” Rarity shouted, firing at Arigera's back. Arigera turned to MARES Wing #1 and fired at it with her shoulder blasts, but Ultramare jumped in the way hitting the blasts away before they hit the jet.

“Ultramare... I...” Rarity said through her radio. This was her chance to finally say what she wanted to say. However, when she looked up at Ultramare, she shook her head slowly, “W-what? What do you...?”

Ultramare put her hand over her heart, and nodded. She said nothing, but somehow Rarity understood what she was saying.

I understand your pain...

“Oh Ultramare...” Rarity said, almost in tears. Ultramare went back to her fight with Arigera, leaving Rarity with an entirely new understanding of the giant. She was genuinely a good person.


Arigera tried to take to the skies again, but this time Ultramare was ready. She ran over to the monster, and grabbed her by the tail, throwing Arigera back down onto the ground. When Arigera stood up, Ultramare punched Arigera right in the back, hitting something like a jet.

Arigera roared out in pain. Ultramare ran up to Arigera and punched her in the stomach. She then kicked Arigera in the side, but Arigera blocked and whacked Ultramare with her other wing spike. Arigera then fired her shoulder blasts at Ultramare, hitting her point blank in the chest. Ultramare fell back screaming in pain, as she got up she saw her Color Timer flashing red.

“Ultramare!” Applejack cried out, “Vinyl, how 're we doin?”

“We're almost there! Just need a few more seconds!” Vinyl said.

Arigera fired her shoulder blast again, but this time Ultramare rolled to the side. As she got up, she threw her right arm out throwing three darts at Arigera, pushing her back but only doing minor damage. Arigera charged over to Ultramare and tried to hit her with both wing spikes, but Ultramare blocked with both arms. Ultramare then pushed Arigera's spikes away and then punched her continuously in the stomach, ending with an uppercut knocking Arigera off her feet.

As she was getting up, MARES Wing #2 fully charged up its cannon.

“Now?!” Applejack asked.

“Now!” Vinyl shouted, firing the main cannon. MARES Wing #2 fired a blue stream at the orb. After a second or two, the orb exploded into golden dust.

Arigera held her wing out as if reaching out for the orb, and made a somewhat saddened sound. Ultramare did feel bad for having to kill her babies, but both of them were dangerous to ponies.

That was shown as Arigera got up and roared loudly enraged. Ultramare's Color Timer was going fast, and it didn't look like Arigera was anywhere near done! What was she going to do?

“Ultramare!” Soarin's voice was heard. Ultramare looked to the side and saw all the Wonderbolts' remaining jets in position, “Rainbow Dash told me you're a friend of hers. Any friend of my girl's is a friend of mine. Let's end this monster once and for all!”

Ultramare nodded as both MARES Wings flew next to her. As all of the jets charged up their weapons, Ultramare gathered energy into a small ball in front of her. She then picked it up with her right hand, and threw it out, shooting out a large energy stream. At the same time, MARES Wing #1 fired its lasers continuously, MARES Wing #2 fired its blue energy beam, and all the Wonderbolt jets fired their missiles at Arigera.

Needless to say, she exploded from the assault, dead.

Ultramare looked at all the jets with her, silently thanking them for their help. She then looked up, jumped into the air, and flew off into the horizon.

“Mission accomplished MARES,” Applejack said to everyone over the radio, “Great job!”

“I knew we had that,” Rainbow Dash said through her radio, “But... I'm still happy Ultramare came when she did.”

“You think you're happy?!” Vinyl said, “We almost died! If Ultramare didn't buy us time, we'd be toast.”

Rarity's radio went off right as she sat back, “Yeah?”

“How was it?” Trixie asked on the other end, “Did Ultramare understand?”

“Somehow, yes. You were right Trixie. Thank you,” Rarity said.


Trixie smiled to herself looking at the Element of Light, “No problem Rarity,” she said softly, “No problem at all.


“You wanted to see me?” Rainbow Dash asked after walking into Spitfire's office.

“Dash, I've been in the Wonderbolts for about twenty years now,” Spitfire began, “I've seen a lot, experienced a lot. Never in my life have I witnessed anything as shocking as that. What did you call her? Ultramare?”

“Yep. That's my buddy,” Rainbow Dash said proudly. Spitfire chuckled before continuing.

“This whole experience has taught me that I need to change,” Spitfire turned to Rainbow Dash with a smirk, “I'm thinking about starting a unicorn division.”

“Whoa. Seriously?”

“Think your friend Rarity would be interested in being a teacher?”

“Maybe,” Rainbow Dash said smiling, “I'll have to ask.”

Spitfire walked over to Rainbow Dash and placed a hoof on her shoulder.

“You have a great team, Dash. Stay close to them, Element of Loyalty.”

Rainbow Dash nodded smiling, feeling like she would always have a place in the Wonderbolts.


After saying their goodbyes to the Wonderbolts, Applejack, Trixie, Vinyl, Rarity, and Rainbow Dash met up with Soarin and Spitfire outside the base. Of course Rainbow Dash and Soarin were making out.

“Are you sure you can't stay longer?” Spitfire asked Applejack.

“Sorry, but we're needed back in Canterlot,” Applejack said, “If ya need anythin at all though...”

“I'll call, definitely,” Spitfire said, “Same goes for you. Consider the Wonderbolts and MARES officially allies.”

“We really appreciate it,” Applejack said.

“Man, I wanted to take a better look at their ships,” Vinyl pouted.

“I'm sure you could come back,” Rarity partially taunted.

“I think you're the one they want back here,” Vinyl said pointing out. Rarity looked and saw a line of cadets waving to her. Rarity blew them a kiss and waved to them. Vinyl just rolled her eyes.

“You'll call, right?” Soarin asked once he and Rainbow Dash came up for air.

“Course,” Rainbow Dash said, “We need to plan a date. Fighting monsters with you got me all hot and bothered.”

“I could take care of that, you know,” Soarin said. Rainbow Dash gave a lustful giggle and was about to kiss him again, but Applejack cleared her throat.

“Damn cock-blocking bitch...” Rainbow Dash pouted, everyone laughing as she and Soarin parted.

Spitfire turned to Trixie and held out her hoof.

“Like I said, if you need anything at all let me know,” Spitfire said. Trixie smiled to her and shook hooves with her.

“If you call, I'll come flying to your aid. I promise,” Trixie said, keeping it to herself exactly what she meant.


After they took off, Soarin and Spitfire stayed to see them off.

“So, flying unicorns, huh?” Soarin asked jokingly.

“Didn't you know?” Spitfire said, “Unicorns have great organization skills, making them perfect for piloting fighter jets.”

Soarin was wide eyed as he watched Spitfire walk back into the base. This whole experience really changed her for the better.

“Thanks Rainbow Dash,” Soarin asked, “You too, Ultramare.”