• Published 9th Nov 2013
  • 3,271 Views, 157 Comments

Unbound Skies - Luminary

Equestria isn't what it should be. Fear, smoke and an invisible, ever-growing menace rule the day. A pink toymaker, a noblemare, and an airship captain and her crew are thrown together by peril, and set out to rescue the soul of Equestria

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Chapter Three: Surprise and Subterfuge

“Lyyyyyraaaa,” Surprise sing-songily cooed, hovering over the top of her bed. There was a unicorn somewhere in it, as proved by the mess of white-and-teal mane, the horn, and the little bit of muzzle sticking up out of the thick cocoon of blankets. Given that Lyra’s normal bunk was a hammock in the lowest crew hold, Surprise couldn’t blame her too much for getting cozy in a real bed.

Lyra let out a long groan, turning over so that her back faced toward Surprise. She pulled the covers completely over her head, curled up, and began to make herself even more thoroughly be-snuggled than before.

“Y'know, I think that if you didn’t always sleep for, like, twelve hours, I’d just be able to assume you were sick when you pulled a run like that. And I’d leave you alone,” Surprise mused, as she raised her altitude a hoofspan or two. It was a bit of a tight squeeze, given that even the First Mate didn’t get much space on a ship, but she had a great deal of practice with staying airborne in confined spaces.

“As it is…” The pegasus lowered her front half, dragging Lyra’s blanket-hood back a little with a hoof so she could nuzzle at one teal ear. Her voice dropped to a soft whisper. “Still feelin’ bad?”

Lyra replied in a manner that was unintelligible to mere mortal ponies, being all grumble and no pronunciation.

“Y'know,” Surprise repeated matter-of-factly, “if you didn’t always answer like that when I woke you up, then when you did I could assume you were sick and leave you alone.”

The minty mare’s ear flicked. “Surpriiiise…” she drawled out mid-yawn. “Just lemme sleep…” And under the covers her ear went.

“I’ve got a suspiciously conscious clockwork alligator,” the pegasus said, her voice getting cheerfully lyrical once again. “The mysteries of life and the sooooul. Riding on my back right now.”

Gummy stared blankly at the walls.

“That’s nice…” Lyra mumbled, curling up and retreating further into her cozy shroud. Her tail escaped the mummifying blankets somewhere in all the wiggling.

Surprise lazily drifted further down along the bed to bat at that tail with a hoof. “Just not interested in things unless there’s a pretty, swishy, mare-ish tail attached to it, huh?” The pegasus paused, raising a hoof to her chin. “Oh, wait, that’s me.”

Wings gently beating, the white mare carefully alighted atop her bundled fillyfriend. Forelegs curled around the soft fabric, and she nuzzled fondly against a covered cheek. “So cute. So vulnerable.” Surprise sighed, and tugged the covers over Lyra’s muzzle with her mouth. With that barrier in place, she kissed the other mare on the tip of the nose. “So probably contagious.”

“Mhm.” Lyra made at least a little effort to nuzzle back, but that only resulted in a hoarse cough from her. “Eugh… I hate this place; caught something bad from somepony. When are we leaving?” she tiredly whined.

Surprise playfully turned Lyra’s muzzle off to the side with a hoof when she started coughing. “Oh why-oh-why did I fall for a mare from the flimsy tribe? Now I get why Mom said I should settle down with an earth pony.” Her voice roise to a cheerful, teasing chirp, “Luckily we have one! That tinkermare just came on board, and she’s a real cutie. So watch out, I might trade up.” The loving squeeze she gave the mint mare showed the lie of that. “Berry’s got what she needed. So chances are we’ll be going soon.”

“Hm? We got a new crewpony?” Lyra sighed. “Suppose we better go meet her…” With a long groan, Lyra made the smallest of movements towards the edge of the bed.

The lemon-maned pony shifted her hooves down onto the blanket cocoon. She ceased her wings’ errant flapping to let her weight push the younger mare back down. “Hush. You just rest, okay? I’ll bring you something later. We can play show-and-tell when you’re feeling better. You’ll like the new filly, I’m sure. You like everypony. And I bet the Captain will have more luck getting her to sign on than Octy did. The Captain’s way more friendly, y’know?”


“What in Tartarus gave you the feather-brained idea to bring a mare who stole from the Lord Regent onto my ship?!” Trixie roared as she levelled a glare at Pinkie Pie, while gesturing wildly in Rarity’s direction with a hoof. “And worse, with soldiers right behind?”

Pinkie stared at her with a serious, unamused expression. “First of all, I’m not a pegasus, so I got no feathers. Second, stop pointing! Didn’t anypony tell you that it’s rude? And third—” Her eyes suddenly widened, and she leapt up, shouting, “—she stole from who?!”

Rarity leaned back from the dizzying drop at the edge of the deck, where she was watching the soldiers filter into the tower with no small amount of apprehension. She shot Pinkie a rather guilty look, her ears folding back. “It’s true. At the Gala, last night. I’d hoped that nopony would realize it was I who broke in. My luck ran out, it seems.” Rarity took a step toward the toymaker. Her voice lowered. “It wasn’t about bits, Pinkie. It was about doing what was right, I promise.”

The cogs in Pinkie’s brain turned. “So that’s why…” She peered down, watching the soldiers gather. Not just at Berth Six’s base, but at other towers scattered around the skyport. Holding back a whimper, she turned towards Rarity and jerked her head down towards the lower decks.

Trixie stepped forward between Rarity and the indicated hatch. “Trixie didn’t say a thing about you staying.” Her already cold glare became positively icy. “But I suppose you’ll be wanting to try blackmail? Let you on or you start singing Trixie’s name if they catch you? Well, there’s no time to coddle you. If given the choice between your life and that of my whole crew I’ll ch—”

Rarity raised a dainty hoof in a gesture asking for pause. “Before you resort to grisly threats or any such thing, no. I shan’t lower myself to blackmail. Rather… I’ll appeal to the revolutionary fervor you’re so famous for. You hate the Lord Regent’s rule? What I stole wasn’t bits or art or the heart of his favorite suitor. It was information that may lead to his downfall.” The noblemare lowered her hoof and bowed her head low. “I won’t condemn you, if my presence is sure doom for your crew. I’ll pass what information I can to Pinkie, and make to ‘hide’ at the top of the tower, to seem like I intended to stow away without your knowledge. But I would ask that you hide her. I can pay handsomely for the trouble.”

Pinkie blinked, looking between them. “Hide me? Why would you—” Realization struck for the second time, much harder than the first. She stepped back, then rushed to the side of the ship, staring out at the tiled roofs of the city. In the far distance was her shop. She knew it. She could tell it apart any place, any time. Ignoring the others, she simply stared.

Trixie studied the unicorn for a long moment, clearly thinking hard. In the end, she reached up with a hoof and brushed back her silvery mane. Her voice rang with a haughty note, but the ghost of an excited grin was beginning to show on her lips. “Hmph. Fine.” She looked to one of her crew. “Get them below.” She raised her voice, so it would carry across the deck. “Looks like we're about to entertain nosy visitors! We'll need to buy time. Light off and ease lines. Prepare to leave port as unobtrusively as possible.” She stamped a hoof. “Somepony go check the First Mate’s quarters and pry her off her little duct rat.”

Activity on deck suddenly became a blur, but Rarity ignored it as much as Pinkie did. The unicorn stepped up behind her, but she dared not get too close. “Pinkie…” she ventured, her tone pained. “I didn’t mean to drag you so deeply into this. But now that they’ve seen you…”

“Yeah, I know.” Pinkie walked away from the city skyline, heading for the hatch leading below deck. “Guess I’m stuck like gum on a horseshoe. Only not as icky.” She sighed as she went down the steps, brushing past some rushing crew members. “There’s probably loads of cool stuff in here anyways.”

Rarity shut her eyes tight against the welling of guilty tears as she watched Pinkie walk off, away from the view of her distant shop. She barely opened them when a charcoal-coated, armored pegasus stallion stepped up to her side.

“If you’ll come with me, ma’am?” the stallion politely asked.

Ears held low, Rarity nodded and started off after Pinkie, the stallion at her side.


The Great and Powerful Sky-captain Trixie, formerly Admiral-of-the-White Lulamoon, formerly the Great and Powerful Trixie, stood amidships with reserved detachment. She wasn’t disconnected from the bustle around her. It was quite the opposite, actually; she was revelling in it. The ship was her stage and every activity on it her show. Each deft twist of a line, each flick of a lever, and each rumble of waking machinery under her hooves was one more step in a performance. And like all the best performances, Trixie was at its center. When she broke her silence, every eye would be on her and every ear turned toward her.

Trixie drank in the intoxicating potential of it all. The explosive sense of action just about to be put into motion. The anticipation. She scuffed her hoof against the decking, slowly breathing in the smell of metal, wood and the rising hint of smoke. She held it in, until her chest started to ache.

She released the breath and straightened her hat. As if on that tiny cue, her ponies began to gather around her. Her most trusted of stagehands. Fine earth ponies and pegasi all. It was hard to believe there was once a time when a simple lack of a horn would curtail the fondness she felt in looking upon them. Her lip turned up at one corner. “Well, our quiet little vacation’s over. Back to the life of excitement, stallions and gentlemares. The elevator is locked in place. We have a few minutes until the soldiers get here.”

“Damn, I didn’t think they’d get so riled up over a petty little bar brawl,” said another mare, cerise in both coat and mane, an empty bottle in hoof. “This city really has gone to the crapper, hasn’t it? Those stallions got a few concussions, at worst. That’s not even that bad.” A single glance at Trixie told her all she needed to know. “Oh. So we’re in the crapper for something else?” She made an unimpressed sniff. “Business as usual then.”

“I really wish Berry was wrong about that one. Well, I guess that’s why we’re paid the almost-but-not-quite-big bits.” said a lavender-coated, plate-barded pegasus. “This isn’t exactly what any of us had in mind for a heroic last stand. So I’m guessing we’re not going to be taking on the entire capital city for this one?”

“Not unless you planned to seduce the entire city,” Berry said. She was completely deadpan about it. “I could see you pulling it off.”

“Nice to know a bit about your fantasy life, Berry. But before they shot us?” the pegasus protested. “Give me a few months or so, sure, but the Cloud Kicker charm has limits. A couple of minutes will buy you a few hundred slavishly adoring ponies, at best.”

Berry just shrugged and muttered something about ‘excuses’.

“No rush now,” Trixie said, dryly. “I’m sure that certain doom will wait its turn for you two to finish.”

Loud hoofsteps announced the arrival of another pony: Big Mac. He looked at Trixie, his face unreadable. “Orders?” he said, his rumbling voice overriding the rest of the din, despite the fact he made no visible effort to raise it.

“The ship, despite Trixie’s masterful deceptions, isn’t going to stand up to close scrutiny. Nevermind the risk of the guards recognizing one of you brigands from the posters.” She gave the lot a suspicious look, earning a few light chuckles for her trouble. It seemed to be enough. “We just need to delay them long enough to cast off. Let them poke around. Separate them as best you can. And… well, we do what must be done, if you all understand Trixie? Hopefully we’ll be far enough away from the city to disguise the ship before they notice the missing soldiers.”

“I ain’t gonna lay down more folks than I hafta,” Mac replied, walking away and getting to work. He was a drop of calm in a sea of chaos.

Berry sniffed, looking around casually. “Anypony seen Surprise? She’s the fastest pony on board. We’ll need all of our pegasi if we’re going to get all that garbage off of our envelope and hull quickly.” She waved a hoof in Trixie’s general direction. “Plus your fancy trick stuff.”

Trixie gave an airy flick of her mane. “It’s all routine by now. And there’s never any shortage of cloud cover around Canterlot. It should be eas—”

“I’m here! I’m here,” Surprise called, as she burst out of the forecastle door with a beat of her wings. She brought her ballistic arc to a stop above the gathering, hovering in place to point accusingly at Trixie. She held a brass alligator cradled to her chest with her other foreleg. “And don’t you dare finish that sentence, Captain. You’ll jinx everything. What’d I miss? And where’s that cute pink filly?”

“Oh, you know,” Berry began offhoofedly, “Just about to run the risk of getting our flanks captured, then our heads sliced clean off and put on pikes. Or something.” She shrugged. “I don’t really know what they do to criminals like us.”

“Nothing at all,” the white pegasus all but chirped. She reached down and tapped her hoof against Berry’s nose. Boop. “Because they can’t catch criminals like us, remember?” Her hooves shot up to her muzzle, covering it. “I take it back! Totally catchable. No jinxing.”

“The most feared band of freedom fighters, pirates, and rebels in Equestria everypony.” Cloud Kicker drawled, tapping a heavy, shod hoof against the deck in good-natured, if sarcastic applause. “Masterminds and heroes a—”

“Silence!” Trixie stomped a hoof far more soundly. Her horn flickered, sending several motes of noisily whining light flying from underhoof. They burst with a startling pop. Silence and stillness instantly descended over the ship’s deck.

The blue mare brushed unhurriedly at her coat, before lifting her gaze to make sure all ears were swivelled toward her. “As Trixie was saying. So far as anyone is concerned, we’re the loyal merchant’s ship Plain Sight for at least the next few minutes. If we can sell them on that and get them off-ship, excellent. If not, we’ll helpfully let them inspect. Get them belowdecks, out of view. As many as possible.” She tipped her tricorn cap toward Big Mac, who was getting the lines sorted before the silence. “Take them alive, if you can. But Trixie’s crew is more important. Don’t let unicorns get off a message. Don’t let them make noise by firing guns. If that means being rough, then so be it.”

“I’m all for rough,” Berry stated, smashing her bottle on the ship without a second’s thought, giving her a jagged, crude weapon.

Trixie looked down at the broken bottle, then back up to the earth pony who had thrown it with an unamused glare. “Somepony get that mint one to clean that up.”

“Lyra’s sick,” Surprise offered.

“No surprise there,” Berry added. She then blinked, looking at Surprise, who already wore a smug expression, and hastily added, “You have such an awkward name…”

“Someone get somepony to clean up Trixie’s ship.” She turned away with more flourish of her coat and mane than was strictly required. “I’ll be in one of the hidden compartments. The one off the galley.”

She lit her horn and levitated her hat off of her head. She placed it on the head of the grey, well-dressed earth mare who had stayed serenely silent through the whole affair. “Octavia is playing Captain today.”

“Aww…” Surprise said, pouting.

“Of a trade ship?” Berry snorted and swiped the hat off Octavia’s head. “No offense, Octy, but you’re too posh to pull that off, and I don’t know if you’ve got any acting chops.”

Trixie glanced back over her shoulder. Her horn lit once more. A rosy pink aura surrounded Berry, lifting her into the air. She was given a vigorous, jarring, and likely nauseating shake until the hat fell back down to the deck. The unicorn gave a disdainful sniff and levitated the mare behind her as she headed toward the door to the lower decks. “It seems Trixie needs to have that conversation about the chain of command again. Come along now, my oh-so-loyal quartermaster.”

“What’d I do? C’mon, seriously? I was only offering a suggestion…” The rest of Berry’s protests devolved into grumbles as she was taken down into the belly of the ship.

Octavia scooped up the hat and put it carefully atop her head, taking a moment to ensure it was perfectly centered. “Very well then,” she said, in a cultured tone, seemingly unfazed by Berry Punch. She glanced toward the berthing tower. “Continue preparations to depart. Let’s go meet our brave protectors. It’s only polite.”


The confinement was excruciating. Rarity had no particular fear of enclosed spaces, so being trapped in this little smuggler’s closet alongside crates and barrels wasn’t terrible, in itself. It wasn’t even all that dusty. Being set nearly shoulder-to-shoulder with Pinkie Pie was the source of her agony. She tried to distract herself, holding a wide brush in her magical grasp and running it over the exposed parts of her coat, to get what her grooming spell couldn’t. All that did was add some small illumination to the room, ensuring that the pink pony beside her could always be seen in her peripheral vision.

Matters were made worse by the fact that Pinkie constantly kept fidgeting. More troubling, she wasn’t talking much either, save the occasional grunt. Rarity had known Pinkie at least long enough to realize how unnatural that was.

She watched from the corner of her eye as Pinkie raised a forehoof, to stare at it. It was too dark to really see what stained it, but the shiver that went through the toymaker was impossible to miss. She didn’t quite lower that hoof all the way down to the floor, as if it pained her.

Rarity stared at the back of her gilded brush, watching the little jewels studding it sparkle in sympathy with her magic. In any other situation, she’d be eager to turn it upon the other mare. There was nothing more relaxing than getting pampered and groomed. Rarity’s monthly spa bills would attest to that belief. Yet, somehow, she couldn’t bring herself to touch Pinkie. It seemed… insulting to think that a little bit of offered care and affection could erase her ruination of Pinkie’s life.

Pinkie sighed, crossing her forelegs over her chest. “Gummy’s gone and wandered off again. He’d normally be back to me by now. I should really go find him before he starts gumming a random pony. The gumming’s affection, but for some reason loads of ponies hate it. Even now that the teeth’re gone.”

The unicorn almost jumped when Pinkie spoke. Her levitation spell flickered. “Oh! Um, yes. Well, I’m sure that mare is taking fine care of… him. She seemed...” Rarity paused, biting her lip for a moment while searching for a word. “... nice.”

Silence lingered. One of Rarity’s ears flicked, threatening to lower. She spoke as if the words were being dragged out of her. “We should talk. About what happened.” The alabaster pony took a slow breath before continuing, not that Pinkie seemed terribly interested in listening. “I’m not a pony who would lightly say that the ends justify the means. But what I found during my little… excursion from the Gala is something tha—”

The thud of heavy hoofsteps thundering down a flight of stairs nearly directly above the compartment had Rarity falling to sudden silence. A softer, metronome-even set of hoof-falls followed that raucous group.

“My crew will, of course, show you and your mares whatever you wish in the hold, Major.” The voice was soft and feminine, with a distinct Upper Canterlot accent.

“Shuuuuuuuuuush,” Pinkie whispered, putting a hoof on Rarity’s lips.

Rarity froze. Her eyes widened with dawning horror as she stared down at that hoof. She knew exactly the sort of alleys, crawl-ways and drainage ducts those hooves had been through in the last few hours. She jerked herself back violently, almost throwing herself into a barrel. She raised a foreleg to rub her muzzletip furiously against the sleeve of her dress. It was that or start wailing in disgusted dismay.

“I said—no, wait—whispered, shuuuuuuush!” Pinkie told her, frowning. Her hindleg tapped on the floor impatiently.

Rarity, ears flat and posture slouched, nodded her head from behind her foreleg.

“—before I earn that rank in truth, my lady. Though I’m to understand that my ‘promotion’ is tradition, so there are never two captains on a ship?” The conversation had continued uninterrupted. The speaker’s tone was conversational, even polite. Hardly what one thought of with a modern gendarme. His accent, so similar to Octavia’s, all but guaranteed he wore a horn atop his head. “I’ll endeavor to hasten such an uncomfortable imposition as much as possible. This seems like a fine ship, but one never knows when undesirables might stow away.”

“It’s hardly an imposition to have the Gendarmerie take the time to make sure we’re safe, Major,” Octavia said.

Rarity squirmed herself a little closer to a box of salt to find a crack to peer through. A sliver of errant light was pouring through a gap where the hidden panel fit against the surrounding wall.

The soldier was a rather handsome specimen, in Rarity’s measure. He had the white coat, the long horn, and the powerful build of old Canterlot nobility. Likely the bloodlines that dated back to the mythic days of Celestia, given the purity of that ivory colour. His armor was brightly polished, and his persimmon-orange mane and tail were neatly groomed, though they did clash with the Upper City blue of his uniform. His bearing was open, and not at all hostile. One of the old guard, from the days when protecting ponies meant something to the Gendarmerie.

The mare, however, was far more surprising. Her colours weren’t striking, a neutral grey with a long, black mane. And her build didn’t have the proper fragility to be in the current vogue. However, her dull colouration was offset by fiercely violet eyes, carrying an expression of thoughtful serenity. And her body, though hardly willowy, possessed a fluid grace, one that Rarity couldn’t help but follow with far more attention than she should have. Doubly so, given that it moved beneath a deliciously refined gown, all striking midnight blues and accented black, to fit her dark complexion. It hugged her quite flatteringly at the middle, and flowed just where it should. If Rarity’s attention wasn’t focused on one critically shocking fact, she might have pondered who the designer was. As it was, her peeking blue eye was locked securely on Octavia’s hornless forehead. Earth ponies were barely tolerated in Upper Canterlot. At least not as anything but servants, who would be swiftly disabused of the notion that they should mimic the accent of the locals.

It wasn’t, however, something Rarity could dwell on for long. A bell sounded tinnily through the cavernous metallic belly of the cargo bay, likely coming from on deck. Pinkie’s tummy rumbled. She mouthed the words ‘dinner bell’.

There was a commotion from deeper into the hold. Ponies yelling in pain and alarm, along with the sound of metal against metal. The unicorn officer’s head shot up. Octavia flowed forward, her hooves not making more than a whispered sound against the wooden planks covering the floor.

The unicorn seemed to sense something. He turned back around with commendable speed, his horn lit and brightened toward a layer of overglow.

Octavia must have already been moving, but Rarity could barely follow her. There was a flash and a sharp crackle of static. The floor was left smoking where the earth pony once stood. That elegant grey form landed almost a pony length to the side, her body leaning and legs apart to slow her momentum. Her long mane whipped around her face. Rarity heard more of the rustling fabric of her dress than the strike of her hooves.

The glow of a levitation spell flowed over the grip of one of the officer’s pistols. He began to lift the enchanted weapon free of its loop. “What is the meani—”

His question was cut off when a grey shape drove itself against the pistol. Rarity heard Octavia’s hoof that time. There was a splintering snap and then a metallic crash as she drove the weapon out of the soldier’s grip and against his armored chest. It shattered like a cheap toy, the complex workings flying apart in a shower of springs and bolts. The lighting enchantment came apart in a similar fashion, creating a shower of burning sparks. Her momentum carried forward from her sudden leap, driving the larger stallion back, making him stumble.

There wasn’t a shred of wasted motion or hesitation in that leap, so far as Rarity could tell. Octavia’s mane hadn’t had the chance to settle back into place before she had coiled like a spring and dove forward, tail following behind like a stream of ink. Even that impact appeared to be just the prelude for something else, her posture lowered, her legs gathered under her dress.

Orange-gold light spread across her grey coat and dark clothing. Her forward momentum stopped, allowing the unicorn to gain his footing. He magically lifted her from her hooves and floated her back out of reach as he drew his second pistol.

Rarity bit her lip. It wasn’t often that she contested another pony in a contest of levitation. Brute strength was hardly her forte, but it was life and death for a pony. She started to feed magic into her horn.

Yet, before Rarity could so much as form her spell, the officer's hold on the earth mare flickered. Octavia’s back legs dropped down, suddenly obeying gravity once more. It left her in an awkward, upright position, but that didn’t seem to faze her. She shook her right foreleg in a particular, sharp way. Something glimmering and bronze snapped out from under her sleeve. There wasn’t much time for Rarity to examine it, quick eyes or not. The grey mare kicked a hoof against the ground, using that lingering magical hold to keep her front half in the air. She spun on one hoof like a pegasus dancer. If it weren’t for the bright flash and the sudden spark of grounding magic, Rarity likely would have missed the point where the unicorn was struck.

The spell holding Octavia vanished. She landed on three legs with graceful poise. Attached to her raised foreleg was a blade, perfectly polished and gleaming. It had a strange hinge in the center of the blade, a snap-open mechanism of springs or magic to allow it to be concealed, Rarity wagered. Aesthetics didn’t seem to be an afterthought; silver scrollwork swirled tastefully down the weapon. Several glimmering rubies followed the centerline of the lower half, likely the anchor for unicorn enchantments.

The soldier was in a rather less beautiful, or well-armed, state. He had a hoof clamped over his horn, pressing down against it to staunch the blood flowing down his face, or perhaps to sooth the burns from his own wildly arcing magic. His teeth were grit, and his breathing labored, like someone trying not to howl with pain. Rarity didn’t blame him.

“I’ve severed your horn above the second radial spiral. As such, it will grow back within four to six months,” Octavia said, voice genteel, as if she were talking about the weather. She flicked away the severed horntip which lay on the floor at the unicorn’s hooves using the tip of her sword. The mare raised her blade unhurriedly, so its point rested against the stallion’s throat, just above his barding. “I’ve been asked to take you alive, and so I shall. Your honorable surrender will ensure that no further harm will come to you. And I give my own word of honor to that effect.”

Rarity leaned back from the crack she peered through, letting her uncast magic fade. The cubbeyhole sank back into darkness, which was all the better for concealing the blush that coloured her cheeks and ears. “Oh my,” Rarity murmured, almost huskily. “What in Celestia’s name is a mare that beautiful doing on a scow like this?”

The noblemare managed to keep her squirming place for a few seconds before her willpower collapsed and she pressed an eye back to the sliver of light she’d been peeking through.


“Now don’t feel bad,” Surprise said, kicking away a wheel-lock with her hoof, sending it spinning closer to the galley doors. It sounded as if things had settled in that part of the ship, too, given the renewed quiet. “Close quarters aren’t great for you guys. We’re meant for fighting in the open air, right? And you couldn’t have known there’d be one of those old-school, old-world, old-style Kicker types waiting for you.”

The white pegasus reached out and irritatingly patted a powder-blue counterpart atop the head. “Could have happened to the best of us,” Surprise said. It didn’t seem to do wonders for the already dazed soldier mare. She groaned groggily.

Cloud Kicker flexed her wings, showing off the deadly sharp blades running down the sides. “Can’t fault good design,” she said, smirking proudly. “I wouldn’t say you’re in a position to negotiate right now, so sit tight and wait until we get away quick and clean. Struggling’s just going to humiliate you, at this point.”

“And not the good kind. Where you and Cloudy agree on a special word beforehand. Like ‘pomelo’ or something.” Surprise explained. The other pegasus, a large brown stallion, just hatefully glared at her, holding one foreleg over the nasty looking wingblade wound on the other.

Cloud gave Surprise a look. She didn’t frown, but her eyes had a hardened edge to them. “Surprise? Not now.”

“Y'know,” Surprise replied, “there’s something really wrong with a world where you scold me about bedroom talk.”

A loud bang reverberated down the corridor.

Everypony went as still as a statue. Crimson liquid dripped lazily to the deck, slowly at first, then gaining in pace. Cloud looked down at the forming mess at her hooves, her neck stained red. Her legs shook, her armor making a racket. She dropped to the deck like a metal-jacketed stone.

“A Kicker? What an old fossil,” mocked a voice from behind them. One of the guards, in gleaming unicorn barding. His coat was cream and he sported a short but neatly trimmed moustache. “‘Tis one less fool in the world prattling on about Celestine myths and grand heritage. Regardless...” He turned the magelock on Surprise. The end of the barrel was still smoking.

It was a futile threat, to be sure. As impressive as those enchanted firearms were, they still took long seconds to reload. Surprise shook herself out of her blinking stupor, squashed the urge to run uselessly to Cloud’s side, and arched her wings out to nearly touch both sides of the corridor. A single sharp cut of feathers and pegasus magic flung her like a cannonball down the hallway, her forelegs extended toward the unicorn, her body bracing to take the impact. She was halfway to him before he could so much as twitch backward in shock. Against the ship’s undisputed fastest pegasus, no mere unicorn could hope to move quickly enough.

It was unfortunate, then, that unicorns didn’t need to move at all.

His horn glowed an ominous purple. “Ruffians, all of you.” The magic spread over Surprise like a tide. A contemptuous flick of his head was all that was needed to alter her path, sending her hurtling into the bulkhead.

Surprise’s wing wrenched painfully from the collision, sending her into a wild spin, her gathered speed working against her. Her world became all vertigo and jarring, brutal impacts as she careened from bulkhead to deck, skidding and bouncing. She had, at best, a dazed awareness of the unicorn raising a foreleg to avoid touching her as she rolled to a stop at his hooves.

A second glowing pistol rose into her sight. She stared down its barrel for only a second before squeezing her eyes shut. An icy ball of resigned despair grew in her belly.

“Always be prepared, I say,” the guard said, picking up the first pistol with his magic. “There is, however, only one sentence for those who attack the Regent’s po—”

He felt a tapping on his shoulder.

Snorting, he applied pressure on Surprise with a hoof, keeping her pinned. “Have you secured the lower…” He only gave a half-glance to whoever was behind him, but had to double take at the sight.

The pony who tapped was a mess: all snot-dripping muzzle, bloodshot eyes, and unstylishly flattened mane. Layer upon layer of blankets were wrapped around her, trailing behind like a particularly fashion-blind foal’s attempt at a wedding dress. Lyra frowned, although the squelchy sound of her sniffing made her appear less than intimidating. She opened her mouth to say something, then stopped, closing her eyes. Then she sneezed.

Right into the stallion’s face.

He let out a curse, stumbling and whipping his pistol ‘round. He fired almost immediately. His haste proved to be a mistake, as the shot missed Lyra and embedded itself into the bulkhead next to her. The blast woke the sick pony up more than soup ever could. Her forehoof shot out of its blanket-shroud and collided with the guard’s horn with a bony thud and a crackle of disrupted magic.

His face contorted and twisted as he let out a pained grunt. He swayed, his hooves seeking out a more stable surface to stand on than a prone pegasus. His levitation spell only just held onto his gun.

Surprise cracked open an eye and took in the scene with proper pegasus haste. She tried to fling herself upward, but bruised, shocked, and swollen muscle refused to properly respond. So she did the next best thing: she turned her head and bit down on the tendon at the back of the unicorn’s rear leg.

With a cry of pain and fury, he glanced back and lashed out, sending the hoof of his unbitten back leg crashing into Surprise’s muzzle. Her head snapped back with a yelp, one of her forelegs rising to cover her face.

Lyra growled, throwing all her sheets right atop the stallion’s head, leaving her wearing nothing but her golden lyre mark. The soldier thrashed, and a purple light spread across the blankets, to begin to toss them away. Lyra didn’t relent, however; she kicked at his forelegs, sending the already off-balance unicorn sprawling. He hadn’t even begun to gather his wits when the bare unicorn began stamping all around on the covers where she thought his head was. She might have been a small, willowy example of a unicorn, but it still didn’t take long before the covered pony ceased struggling. Not that Lyra seemed inclined to stop.

White forelegs and wings from a larger mare made a non-issue of her intentions. They wrapped tightly around the mint-coloured unicorn as Surprise all but collapsed against her side. “Sweetie, stop,” Surprise said, voice in some strange space between soft and firm. “You won, okay? Marefriend saved. Much loving assured.”

Surprise nuzzled against Lyra’s cheek, trying to grab her attention. She offered a smile that would have been far more reassuring if not for the way the pegasus’s eye was swelling, or the way blood carved a stark path of red down from the side of her lip.

Lyra sniffled. Whether it was from her illness or her emotional state was unclear. “I just saw… then I thought…”

“Where’s… my hug? Or my naked mare?” An out-of-breath voice from down the corridor cut in. “I got two of the bad guys, for buck’s sake.”

The red-armored pegasus was standing with her wings flared, the viciously sharp blades along the leading edge of each of her wings pressed up against one captive pegasus’s throat. A hoof was pressed against her own. The scarlet armor did little to hide the darker red liquid that poured over it.

“I’ll take the consolation prize of you two getting your flanks over here, so I can pass out properly.”

“Cloudy! You’re okay…ish!” Surprise placed a kiss on Lyra’s brow, and—after a moment of hesitation—disentangled herself from the mint mare. She started to stretch out a wing to fly, but a sharp pain shooting down it convinced her otherwise. With proper movement out of the picture, she galloped along the hateful ground instead.

She sat herself down on her haunches in front of Cloud Kicker, almost skidding to a stop. She reached out with a foreleg to prod at the hoof covering the armored pegasus’s throat. “Lemme see.” She batted the hoof away when it was proving too slow to move, and gave a queasy nod after a moment of inspection. “Yeah. Definitely a hole in your neck. Ew. But you’re alive, so I guess it missed the vital stuff? So, um, if this comes up, we were totally just overwhelmed in the heat of battle, okay? I won’t tell the Captain we got ambushed while we were taunting the baddies if you won’t.”

“Yeah, sure,” Cloud said agreeably, before pitching forward into Surprise’s grasp.

Lyra also fell to the deck, shivering and sniffling. Unethuastically, she lamely waved her forelegs in the air. “We won. Yaaaaaaaay…” She then plopped her cheek down against the floorboards.

Surpise lowered Cloud Kicker’s limp body to the ground, or at least helped to slow her weighty, metallic collapse. She looked up to meet the gaze of the other two soldiers. The ones who, while wounded, didn’t have blades to their throats any longer.

The gaze held through several seconds before Surprise scampered back. She reached down to pluck a hammer from one of the loops on her bandoleer of tools. “Sweetie?” she called out, voice slightly slurred by the wooden handle between her teeth. “Can you be a hero just a biiit longer?”

Lyra, with great effort, slowly raised her head. “What noooow…?”


“I can’t believe that worked,” Trixie said, stepping over the unconscious form of an armored pony, careful to avoid the shards of broken green glass. She pushed a helmet with a hoof-shaped dent out of the way. “Trixie could have seen the bottle to the face a mile away, the way you were brandishing it about. But the hoofful of pepper had a certain deviousness to it. I told you that you just had to distract them. Trixie had a clear enough view from the cupboard to cast a sleep spell.”

“Maybe, but I would’ve been riddled with bullet holes if I didn’t pummel them,” Berry replied, nudging an unconscious guard with her hoof. “Besides. It’ll save you more energy for the bigger illusion we’ll need to make an escape.”

Trixie scooped up the wheel-lock in question with a levitation spell. “That explains the pegasus.” She used the end of the gun to prod the armored side of a fallen earth stallion. “Not so much this one.” The blue mare breathed an exasperated sigh. She pulled a towel from the bulkhead, levitating it against the freely bleeding triple-cut wound of a hoof-claw on Berry’s chest, which the other mare seemed to be ignoring. “Idiot,” she muttered, almost fondly. “I just finished yelling at you for not taking orders.”

Berry looked down at Trixie tending to her wounds and smirked. “Aaaw. The Great and Powerful Sky-captain Trixie does care after all. I’m touched. Bleeding, but touched.”

“Hmph!” The unicorn turned her muzzle up in haughty disdain. “If you died now, Trixie would never figure out what you brought on board while we were here. Your mouthwriting is the worst I’ve ever seen. Honestly, an earth pony quartermaster. What had Trixie been drinking?”

“That lovely Canterlot wine I managed to smuggle in? The 898? From when they could still grow grapes around here?” Berry licked her lips, almost salivating at the thought. “Mmm. Simply beautiful concoctions.”

“Oh, right. I suppose that did help with buttering that Governor up to ‘lose’ Big Mac on his way to the gallows.” Trixie wore a thoughtful look as she strode from the galley with Berry in tow. “Fine. You can keep the job, for now. Make sure the crew have things secured for storm. We may need to make some quick maneuvers.”

Berry gave her a serious nod. “On it, Captain.” She placed a hoof on the towel, still held in place by Trixie’s magic, and grinned. “Permission to leave?”

Now you’re the paragon of proper discipline? Go. And get someone to look at those damned cuts. All you earth ponies always think you’re invin—” Trixie paused after opening the galley door, to boggle at the scene before her. One of her marine commanders was collapsed, bleeding from the neck. Her face-swollen first mate was trying her best to look dangerous while holding a tiny hammer. And of course, one very nude teal unicorn levitating a pistol in a shaky magical hold.

The last one made Trixie do a double take.

“Why are all of Trixie’s officers—” she inclined her head in Lyra’s direction while adding, “—and naked doxies, half-dead? We have marines for this sort of thing. Or at least we’d better, due to how many of my bits are going to paying for some.”

“I don’t know, but…” Berry strode past the three, approaching the two captive guards. She carefully outstretched her hooves towards their heads and stroked their cheeks softly, before smacking their heads together and knocking them out cold. “Problem solved.” They fell forward at the same time Lyra’s gun dropped to the deck.

“Well done,” Trixie said with a satisfied nod. Her magic enveloped Cloud Kicker’s ear and gave it a twist until the mare squirmed and brought a foreleg up half-heartedly to cover it. Seemingly satisfied with that, she wrapped Surprise up in a field of pink light, lifted her up, and continued on her way. “Trixie is convinced: More earth ponies are needed after all. Stow the captives, and get Lieutenant Kicker to the medics.”

Lyra sniffed, rolling over lazily. “What about me…?”

“Just do what you do best, Lyra,” Berry said, grunting as she lifted Cloud onto her back. Her steps were heavier, but she went down the corridor with a good speed. Lyra just sighed with relief and slowly inch-wormed her way back to her room.

“Love you, Lyra!” the hovering, upside-down Surprise called, before she floated around the corner. She flailed a foreleg in an energetic wave.

The unicorn glanced back before lowering her head in abject defeat. “And why did Trixie bring you on as her first mate?”

“Dunno!” Surprise quickly answered. “Because I made the ship?”


“Maybe because I made you not-evil?”

“Trixie wasn’t ever evil. It just took her some time to figure out how bad the Lord Re—”

“Because you’re actually secretly a filly-fooler and most of your crew is made up of really, really pretty mares? With just a few token stal—”

“Oh, look!” Trixie hurriedly cut in. “Here we are, time to work.” She dropped the pegasus unceremoniously onto the deck.

Trixie glanced around, something made easier by her distressing lack of a proper hat. Pegasus crewmembers were pulling down the canvas and lines from the envelope over the ship. Others were bringing in the rigging from the side. Trixie noted with no small satisfaction that they were making good time. Their motions were quick, but not panicked. A wispy, yellow-grey fog beginning to drift over the deck spoke to the fact that they’d already ascended to Canterlot’s ever-present and often noxious cloud cover. “Boatswain! Report!”

“Wings almost done. Mares are workin’ on the nameplate,” he replied with simple efficiency.

Trixie gave a short nod in return. A pony could always count on Big Mac not to add useless, flowery details. She cut a silent glare in Surprise’s direction. She didn’t have token stallions! She had the best ponies, if not always the most squared away, by the standards of her naval days. It wasn’t her fault that mares were just obviously more capable in general.

“Excellent. Bring us about. I want to be going in a different direction than they saw us heading when we left. And somepony get my hat back from the second mate.” Trixie’s horn flared. A breeze kicked up and whistled over the deck, making Trixie’s coat flutter oh-so-dramatically. She lifted her muzzle and raised a foreleg in a poised position. “It’s time for The Great and Powerful Sky-captain Trixie to prove once again that she’s the greatest unicorn in all Equestria.”

Trixie closed her eyes. She drew a slow breath inward, getting a feel for the air, for the ship, for the crew. She reached for that familiar bit of her center.

The ship was her stage, and every activity on it her show. And like all the best performances, Trixie was at its center.

Trixie poured her magic—herself—out into the world around her. The rose-pink light of her soul leapt out of her to trace sprawling, eldritch symbols onto the floorboards. Unreadable lettering, scattered and hovering in the air, seemed to pull the light from the rest of the deck, darkening it. Layer after layer of magical energy formed and constructed itself around her horn, singling her out as a beacon in the darkness. Crackling flickers of grounding magic traced slender, ragged bolts between that pink fire and the conductive nails hammered into the wooden deck. A hush fell over the crew.

The symbols didn’t do a damned thing. Neither did the spreading flickers of pegasus-fire creeping along lines and masts. Trixie’s spell didn’t need ponies’ coats to tingle and threaten to stand on end. But Trixie certainly needed it. The glorious spectacle. The quiet awe. The sense of weighty potential in the air. The unmistakable knowledge that some great work of magical skill, unseen in centuries, was happening on that very ship again, with even more unparalleled flair than last time.

Wind whipped as a vortex formed around the mare, blowing her overcoat, tail, and mane around wildly. For once it wasn’t just show. The magic around her gathered until it almost burned… but only for a second. Just long enough to set her brilliant spellwork in order and release it into the world. A cloak of rose magic poured along brass, iron, and sailcloth like a layer of clinging mercury. When it passed, it left a different ship behind.

Gone were heavy riveted plates of the hull, replaced by bright ivory paint and gilded embellishments. Hidden ports became elegant windows, polished to near-mirror reflection. The profile of the ship was subtly elongated toward a more graceful, flowing shape, adorned with graceful, fluted fins. The envelope, formally a dusky blue-grey—which easily blended in with the sky at nearly any hour—was now a shining violet, decorated with a splash of stars swirling back from the leading bulge.

A graceful plaque of gold and polished wood on the side proclaimed it the ‘Lady Regent Wisteria’. A fitting name, Trixie thought, for the pompous, overly-pretty luxury cruiser it now appeared to be.

Trixie tapped a hoof against the deck, now seemingly a highly polished affair of exotic teak, with every appearance of pride. The movement helped to hide the shaking weakness starting to afflict her limbs, to say nothing of the numbing cold. She resisted the urge to huddle deeper into her thick coat. Instead, she rose with a dignified gravity, keeping her muzzle held high. She cleared her throat, to make sure it didn’t start with a whispered squeak.

“Bring her above the clouds, Miss Flitter. Make a pass by Upper Canterlot, then make a course northward,” Trixie said, her voice reasonably steady even at a volume that carried across the deck. She took a certain pride in that. There was once a time when an illusion of that magnitude would have left her insensate and bedridden for a week. These days she could remain conscious even with an added bit of visual sparkle.

She could stand, she could shout, and she was even managing to keep herself from shivering too badly, but the question begged: could she manage to walk? Trixie lifted a hoof and immediately her other legs began to wobble their way toward collapse.

Then the boatswain was there, bringing his enormous bulk to her side. If Trixie wasn’t so happy to see him, she’d have bristled at the way he towered above her, overshadowing her. As it was, she subtly leaned her weight against him, breathing a quivering sigh of grateful relief.

“Some ‘a Thunderlane’s mares are sayin’ that the Regent’s men are gettin’ rowdy. Gearin’ up for a chase, I reckon,” the enormous stallion said, casually, as if all he was doing was delivering a report, and nothing else.

“Well, hopefully they’ll be ‘getting rowdy’ for a merchant ship, not a luxury liner,” Trixie said, with an agreeable nod. She was more than happy to play up the image of normalcy. “We’d best get Trixie out of sight again, and get our second mate back up here to play Captain. If you’ll show me down to my cabin, Mac? I need a moment to recover before we find out what this is all about from our ‘guests’.”

There was only one answer to that. “Eeyup.”

Trixie pressed herself that much more heavily against Big Mac’s immoveable solidity as she took her first steps. She could barely feel the wood underhoof, and she felt far too much vis-a-vis the throbbing headache building behind her eyes, but that was nothing new. A bit of magic depletion was a paltry cost for the safety of her ship, to say nothing of demonstrating yet again why the self-proclaimed title of Equestria’s Greatest Unicorn was a criminal understatement.

It would be an exaggeration to say the thought added a spring to the Captain’s step, but it most certainly kept her head high. She allowed herself a slightly smug smile. “It’s very good to be Trixie, Mac.”



Pinkie walked out onto the deck, stretched, then wiggled her legs around to get all the tinglies out of them. Being cooped up in that dark closet wasn’t good for her joints, as proven by how they sounded like party poppers only with more relief and less mess and paper crowns and stuff.

She’d been stuck there for hours after the soldiers had been knocked out. Ships and pegasi had been pouring out of Canterlot and some had inevitably poked their muzzles in the direction of… whatever the ship was really called. Pinkie wasn’t surprised that they didn’t get too nosy, though. The ship was looking posh, fancy, and shmancy, and nopony really wanted to bother a bunch of rich unicorn guests. But Pinkie found it hard to believe anypony could fail to be interested in an exciting story of gendarme chases and such.

The ship wasn’t the only pretty thing in the sky. There were lots of fluffy clouds around them. Even just those few hours away, they were already a lot nicer-looking the the usual yellowy-blacky-grey of the clouds over Canterlot. They were like bleached cotton candy. As kinda-tasty as they looked, it didn’t make for much of a view. Pinkie leaned against the side of the ship anyway, letting the wind blow about her mane.

The sound of scuttling was close by. Pinkie looked down to see Gummy climb up her leg and make himself at home in her fluffy-puffy mane. “Hey, Gummy,” she sighed, unable to even see the ground because of the cumulus cloud cover under them. “Guess we’re not going home anytime soon, huh?”

That was probably the end of her little shop, as much as she hated to admit it. It wouldn’t be long before robbers broke in and took all her stuff. She didn’t blame them, of course. This way her toys would at least get enjoyed by somepony, eventually. But she wouldn’t be there to negotiate a better deal between them. And Time Turner had always had his eye on the tool set Father had given her. It would have been nice if he’d gotten that, but he didn’t seem like the robbing type. Pinkie doubted he even owned one of those funny black masks.

The hoofsteps approaching behind her, timed so perfectly that Pinkie could have built a clock by them, could only have belonged to one pony. Well, probably two with that Octavia mare that Rarity was all googly-eyed over, but she was far sneakier. “Pinkie Pie,” that familiar voice began. Rarity didn’t sound any different. The same Canterlot-y accent. The same tone that sounded like a really rich, smooth piece of chocolate. The sort that could make a pony feel all warm and squiggly inside after eating it. And you’d never, ever know it had a really cold, hard core of bad toffee that made your teeth all achey. At least, not until you bit into it, and it was too late. “I never did get to explain things to you.”

Pinkie’s ears twitched. She turned her head towards Rarity, but only a teeny bit. It was enough.

At the very least, Rarity seemed to take it as invitation to talk. “The… Captain is expecting us in her cabin soon. And I’ll do my best to explain things there. Insofar as I can, and should.” She took a step forward, to place herself alongside the pony-plus-gator. “There is something far more important I need do, first.”

Pinkie just stared at her, waiting. Oh, how she did want to say something. But brain, mouth, and heart didn’t always get along well, so they sometimes made big mistakes.

Rarity turned, at least enough to raise one white hoof to place it on Pinkie’s shoulder. “I don’t regret what I did, to earn myself the chase. But I wish I’d chosen someone else to ask for aid. If I’d been thinking at all clearly, I wouldn’t have showed up in your shop. I wouldn’t have ruined the life of such a wonderful and good pony. No matter how important this might be, I can’t justify that.” She dipped her muzzle and folded her ears in a look of perfect contrition. “I’m sorry, Pinkie Pie. For your shop. For all the ponies you would have helped.”

Silence was the option Pinkie stuck with; her brain was thinking way too many things, unable to believe that Rarity thought that—a bunch’a lost stuff—was the problem. Her heart was feeling way too many things to figure out what needed doing. Her mouth wanted to say too many things, too. So in the end, it was her leg that stepped up to the plate. She raised a foreleg and showed Rarity her hoof. It was dirty, damp, a little bruised…

… and soaked in the now-dried lifeblood from what was once a living pony.

Without another word, her legs took her away from Rarity and down below decks, leaving the unicorn alone.

Author's Note:

Thanks to our pre-readers, Dusk Watch, 621Chopsuey, and Web of Hope. Likewise thanks to my enigmatic proofer, who likely corrected more mistakes than there are words in the chapter.