• Published 15th Apr 2016
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Equestria Girls: Friendship Souls - thatguyvex



When dangerous supernatural creatures start to stalk the streets of Canterlot City, Sunset Shimmer and the gang become involved in events that will irrevocably change their lives. A crossover series with the Bleach anime/manga

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Episode 98: A Mountain of Trouble

Episode 98: A Mountain of Trouble

Morning over the southern sea created a horizon of crystal blue hues, stretching from ocean waves dusted gold by the rising sun to the encompassing embrace of the sky above. Twilight Sparkle wasn’t often struck silent by a vista, having grown up in Equestria’s heartland where incredible scenery was commonplace, but looking at the sunrise dawning over the ocean while riding at nearly two thousand feet in the sky was enough to make her speechless for a moment.

The deck of the airship creaked slightly behind her, and she nearly jumped as Flash Sentry trotted up next to her. He flinched at her movement, then offered an apologetic smile that served to only enhance his youthful charm as he sat down on his haunches next to her and said, “Sorry, wasn’t trying to sneak up on you.”

“That’s alright,” she said, taking a moment to make sure her wings were properly tucked in to her side. There’d been a couple of instances where they’d ‘poofed up’ unexpectedly around him, and while he might not know what that meant, Twilight’s friends certainly did, and Rainbow Dash was becoming unbearable with some of the teasing! Looking around the airship’s deck, she saw that aside from a few of the ship’s unusual, avian crew, she and Flash were alone.

“Is everypony else still asleep?” she asked, and Flash chuckled.

“Most of them. It’s still pretty early. Dash is up, exercising. So is Applejack. I think they’re competing to see who can do the most push-ups. They always like that?”

Twilight smiled fondly, “Ever since I met them.”

“Guess it’s a bonding thing,” Flash said, rubbing his snout, “Knew a lot of people back at the Academy who did the same thing. Wasn’t ever my bag, though.”

“You mean the Soul Reaper Academy, right?” Twilight said, and although she was a bit hesitant about it, she asked, “What was it like?”

She hadn’t really asked much about Flash’s life as a Soul Reaper. If Twilight was behind honest with herself, while her curiosity was as brightly hot on the topic as it was towards most things, she’d been afraid to ask because it really did act as a reminder that the two of them came from different worlds. Even more so than she’d first thought. And if she was being further honest with herself, while she couldn’t deny she was attracted to Flash, and might be slowly growing deeper feelings than that... there probably wasn’t any rational way for that to go anywhere. Was there?

What were the diplomatic protocols of an Equestrian Princess dating the equivalent of a foreign military officer? Of a different species, no less! Even putting aside whether they could ever find time for themselves between their respective duties in their differing worlds, would Flash even... want her, as a pony? He hadn’t shown any signs of being repelled by her since he’d come to Equestria, but he might not even be thinking about that kind of thing right now, what with so many more pressing concerns.

For that matter, why did she keep thinking about this!?

Yet one way or another, she knew that however things worked out, she still wanted to know more about Flash Sentry, and that meant getting to know his Soul Reaper side.

He took her question in stride, although there was a bitter half-smile on his face, “Rigid and regimented, although not all bad. I went in completely clueless, just a kid from Rukongai’s Thirty Third District who happened to show barely enough spirit energy to pass the entrance requirements.”

“Oh? How does entering the Academy work?”

“Anybody can apply for it, but you have to pass a test showing you have the potential to even become a Soul Reaper,” Flash said, leaning against the airship rail, looking over the ocean, “I did it on a dare. I never expected to get in.”

She almost laughed, but controlled herself, “A dare, really?” Then she saw the look on his face and said more quietly, “Was something wrong with that?”

“Not exactly, it’s just... once you’re in, you’re in,” he said, “You don’t ever get to ‘quit’ being a Soul Reaper, and I took the test never expecting to pass. I only did it because my sister dared me to one day. After that, I only got to see my family again rarely, since Soul Reapers don’t often get off time, either.”

“I’m sorry to hear that, Flash. It sounds so... restricting," Twilight said, having a little difficulty warping her mind around a system that limited it's people's freedom so much. Yet as much as she wanted to ask more questions about that, it was clear it made him uncomfortable, so he tried to change the subject slightly, "So you, um, have a family? Despite being... you know...?”

“Technically dead?” He said with a half hearted laugh, “Yeah, although since natural born kids among spirits are pretty rare, most families in the Rukongai Districts are of the adopted variety. People who choose to live together, adults who take in stray kids, that kind of thing. My ‘mom’ and ‘dad’ where two kindly old folks who ran a food stall, and had a whole parcel of ‘kids’ like me under the wing. You could say it was a different kind of ‘family’ than most, but honestly... I liked it. I liked it a lot. Spent my days running around with my brothers and sisters playing whatever crazy games we could dream up, and went to bed content and surrounded by people who cared about me. I don’t think many people could ask for more.”

There was a hint of old sadness in his eyes, and she edged a bit closer to him, “I see. Then you ended up in the Academy...”

“Yeah. It wasn’t that bad, but it wasn’t what I would have chosen, normally. Still, once I was there, I figured I’d put my all into it. Heh, although my ‘all’ was kinda haphazard. I was average at best in most of my classes. I hardly stood out or made any impressive marks, not like some of the students in there.” He waved a hoof, “You should’ve seen how fast Radiant Hope blew through Kido training! Or how awesome Cheerilee was in the hand-to-hand courses. Heck, me and Clover entered the Academy around the same time, but her scores blew mine out of the water! I couldn’t even touch Meadowbrook in the zanjutsu dojo.”

“Wow, you knew a lot of people, didn’t you?” she said, and Flash rubbed the back of his neck, sighing.

“Yeah, I was kind of that guy who just floated around, trying to make friends where I could. Heck, I needed the help! Without some of my fellow students offering advice and tutoring, I’d probably have had the lowest scores of my class. Honestly I still can’t figure what Captain Celestia saw in me. Taking me into her Division, making me a seated officer, even eventually her Lieutenant! And Inkwell, our Third Seat, is probably stronger than me.”

His voice played it off as if he was just jokingly complaining, not taking it seriously, but she could hear the real note of doubt in his voice, as if he didn’t really believe he had earned the position he had. Thinking about it, she wondered if he was just not looking at things the right way.

“I can’t speak for your Captain Celestia, but I do know my world’s Celestia. If the two think anything alike, then your Captain must see the potential you have, and wants it to grow. She also probably values the skill you showed the most talent for while you where at the Academy.”

“Really? What’s that?” he asked, and Twilight gave him a smile warmer than the morning sun.

“Making friends.”

He blinked at that, then laughed with equal warmth, “Hah, more like I’m the only one that’ll do her paperwork for her! But... yeah, maybe you’re right. Thirteenth Division’s all about cultivating the talents of fresh graduates and helping them find which Division they’re best suited for. Maybe Captain Celestia figures I’m good at making people feel at ease, so they make that transition better.”

“My Celestia’s good at that too,” Twilight said, and for a moment her heart sank. Flash saw this, and almost on reflex his wing extended around her. She nearly froze at the motion, and the soft brush of his feathers on her back, but she didn’t move away from him.

“You’re still worried about what we saw the other night?”

She looked down, whispering, “A little...”

Not long ago, just as they were making way for this voyage upon this airship they’d chartered out of Klugetown, the group had borne witness to the sight of both the sun and moon in the sky during the night, and the beams of energy that had traversed from each celestial body. Twilight knew that had to have been a High Magic spell cast by the Princesses. They must have been engaged in battle with either Starlight Glimmer or one or more of her servants. Twilight hated not knowing how that battle had ended. She had full confidence in the Princesses, but it was still a worry that slowly gnawed at her as the journey south continued.

“It’ll be fine,” he said, his wing protectively hugging her, “Remember, I sparred with both of them. I can personally attest your Princess Celestia and Princess Luna are total badflanks who won’t go down that easily!”

Twilight couldn’t help but let out a little cackle-snort at his terms, “Badflanks?”

He coughed in embarrassment, asking, “Is that, like, not a term ponies use?”

Still stifling her laughter, she said, “Not usually, no.”

The look on his face was just too precious.

Ah, to Tartarus with it... she thought, and leaned against him. He paused for a hesitant moment, looking down at her, then leaned back. They enjoyed a quiet few seconds, but it was cut entirely too short by a clearing throat behind them.

“You know, using my deck as a lover’s hangout is going to cost you landlubbers extra.”

The alicorn Princess and her pegasus companion couldn’t have separated themselves from each other faster if someone had lit them both on fire. Face bursting to scarlet hues under her otherwise lavender coat, Twilight looked at the speaker with a look halfway between regal consternation and youthful embarrassment.

“Captain Celano, please don’t let your imagination run away with you. We were merely enjoying the sights from the deck of your fine airship, and its a tad chilly up here, so we shared a friendly hug. That’s all.”

“Uh-huh, and my grandma’s a flying cactus,” Celano said with a cocksure grin on her parrot-like features. Twilight wasn’t quite sure if the airship captain was a hippogryph of some sort, or another type of avian biped like so much of her crew were. Twilight had seen so many species she’d never even been aware of in Klugetown that she’d lost track and needed to start filling a notebook or two with her observations. Regardless of her species, captain Celano cut a dashing figure in a simple but quite rustic set of pirate garb that only accentuated the blade-shaped ‘peg leg’ she had, along with an eye-patch that Twilight wasn’t sure actually covered an eye injury, or was just a fashion statement.

Celano and her ship had been the only one available for charter when Twilight and her friends had sought passage to Mt. Aris. Celano made no bones about the fact that her crew were technically pirates, but they’d apparently recently gone through a stint of unintended servitude under the very Storm King that Tempest Shadow had served. With the Storm King’s army scattered, Celano had taken the chance at freedom and decided to make her crew independent once more. While pirates, there wasn’t a lot of air traffic to pirate upon, so they’d put to port in Klugetown looking for any job that came their way.

As it happened Twilight had plenty of gold bits to pay for passage on the ship, and gold spent the same just about anywhere, regardless of where it was minted. So now they were well on their way to Mt. Aris, crossing the southern ocean upon a swift and able airship. Tempest Shadow had stuck to Trixie’s caravan to remain hidden from anypony that’d recognize her, which would have to stay the case until they were done with their business on Mt. Aris. Trixie wasn’t pleased by the development, but at least Celano’s airship had a big enough cargo bay to carry both the caravan and the group’s supply wagon.

With Celano still grinning mischievously at the two, Flash quickly cleared his throat and asked “How much further to Mt. Aris?”

“Not long. Heck, if you dopes were looking out from the bow instead of smooching here at the port deck, you’d probably already see it.”

“We were not-!” Twilight began, but caught herself, realizing she really didn’t need to defend herself from some random airship captain, “Ahem, no matter. Flash, let’s go see if we can spot the mountain, shall we, and leave the captain to her... fantasies.”

Celano chuckled but left them to it, proceeding to oversee her crew while Twilight and Flash trotted up to the bow of the ship. Indeed, once Twilight got a good look at the southern horizon, she saw a tall shape emerging from the haze of dawn’s light. The mountain rose like an elegantly curved whale’s tooth from the crystalline waters, its south side carved out with a wide basin that was filled with greenery and the pale shapes of narrow buildings. If she squinted, she could even make out the spidery fingers of a small set of dock piers and a slim strand of sandy beach at the mountain’s base. As the airship drew closer, she could make out the noble figures of stone statues carved along the sides of the mountain.

“Wow, quite the sight...” Flash said, making an odd face, “It is strange that I'm kind of glad Starlight Glimmer stopped it from being ransacked by that Storm King guy?”

Twilight had to admit it was an oddly mixed feeling, knowing the danger Starlight Glimmer posed, yet also being somewhat grateful that the hippogryph kingdom was saved from possible destruction by her. It made Twilight wonder if the human Starlight was someone that could eventually be reasoned with? She didn’t seem to crave destruction, and what motivation could she have had to stop the Storm King’s army other than a desire to protect the hippogryphs? It puzzled Twilight, but at the same time, it gave her hope.

“Uh, sorry, by the way,” Flash said, and Twilight glanced at him.

“What for?”

His own face was brushed pink as he coughed and looked away, “I was just sort of hugging you with my wing on a gut instinct. I didn’t mean it to look like I was trying to make a move or anything.”

Wait, that bothered him? It hadn’t bothered her. Then again, she wasn’t sure she wanted him knowing that, either. Coughing politely, she tried to wear a friendly, disarming smile, “Think nothing of it. The captain was just teasing us, after all. We’re friends, and friends can share a friendly bit of contact without it being something more, right?”

“Y-yup, certainly! Just a hug. Between friends.”

“Exactly. Just a hug. Friends do that all the time.”

“Totally. Extreme friendship here. Zero tension.”

“Yes, zero tension. I’m so utterly not tense that I could just melt right here and now.”

“I’m so even less tense that I might as well be air.”

“...Mmmhmm...”

“Uh-huh...”

Awkward silence ensued, Mt. Aris drawing ever closer, and the two ponies on the bow of the airship sitting next to each other, having barely noticed how they’d gone right back to leaning against one another.

----------

Unbeknownst to either Twilight of Flash, a two sets of eyes were peeping at them from beneath the crew compartment hatch. Sniggering, Rainbow Dash tried to keep her laughter quiet as she glanced mirthfully at Applejack.

“Okay, twenty bits says they’re together by the time we get back home.”

Letting out a quiet chuckle as she patted her hat, Applejack stuck her other hoof out, “I’ll take ya up on that bet. I’m thinkin’ they’re both too embarrassed ta admit nothin’ until well after we’re done with this here quest.”

“You’re on!” Dash shook the farmpony’s hoof, “Those twenty bits are good as mine, just you wait!”

----------

The denizens of Mt. Aris received them with a mixture of apprehension and curiosity. Understandable, given their nation had recently been threatened by airships, so seeing another one probably wasn’t a sight they were eager for. Thankful Celano’s vessel was different enough from the Storm King’s ships that they weren’t immediately fired upon, and once Twilight was able to explain things to the hippogryph warriors that had met them in the skies above Mt. Aris, they were escorted down to a place where the airship could tether itself to one of the taller trees within the city proper.

Tempest Shadow and her companion, Grubber, stayed hidden on board within Trixie’s caravan, while just about everypony else disembarked and were soon surrounded by the splendor of Mt. Aris.

“Oh my,” Rarity said in wonder as she gazed about that the canvas of trees in which the homes and businesses of the hippogryphs kingdom were naturally interwoven, “What an utterly enchanting locale! Canterlot has its charms, to be sure, but this place is simply divine!”

Several of the hippogryphs warriors escorting them puffed themselves up at Rarity’s praise, and the one leading them, Admiral Seaspray, beamed his pride at her. “Why it's good of you to notice the wonder of our humble home, Miss Rarity. We hippogryphs take great pride in the beauty we try to cultivate within our borders. I must say, it’s been ages since we’ve received visitors from Equestria, and I’m quite honored to have you and your Princess of Friendship here. I’m certain that Queen Novo will be equally delighted, despite recent troubles.”

“Yes, we’d heard in Klugetown of the attack on Mt. Aris,” Twilight said carefully. While Tempest Shadow and Grubber had stayed behind on the airship, Starlight Glimmer had come with them, although she was wearing one of Trixie’s stage cloaks for the moment. Twilight didn’t intend to hide their reasons for coming to Mt. Aris, and hoped just to avoid a commotion until they reached this Queen Novo. Then Starlight could reveal herself and Twilight could explain just what was going on. Hopefully things would go smoothly, but Twilight had to play this by ear until she’d gotten a gauge on what kind of personality Queen Novo had and whether she’d be inclined to help.

Admiral Seaspray sighed, nodding, “It was quite the predicament, to be sure. Our forces were utterly over-matched by these invaders from across the south sea. If not for the appearance of this... quite remarkable unicorn, we would have been in a very large pickle indeed. Although the sea itself only knows just who she was.”

He flinched at that moment, and Twilight sensed there was more he wasn’t saying, but she didn’t press him on it. Trailing behind the group, Aria and Sonata were floating along, but were giving longing glances behind them towards the ocean. It occurred to Twilight it must have been a long time since either siren was this close to the sea, and the look of homesickness on either of their faces was hard to miss. The sirens were also getting a lot of curious attention from Mt. Aris’ locals, many of whom came out of their homes in droves to look at the newcomers being escorted through their city.

“Wish they’d quit gawking at us,” Aria muttered, but Sonata just gave her a playful slap on the side with her tail fin.

“Don’t be that way Aria. Remember how much we used to like getting attention while on stage?”

Aria rolled her eyes, “Well we’re not on stage right now, are we? We’re gemless sirens wandering around the back end of the world, with our sister dead and stuck a literal world away. Sorry if I’m a bit cranky.”

Pinkie Pie, near the back of the group herself as she bounced along, started to bounce backwards in front of the two sirens and smiled rightly, “Hey, turn that frownie upside-downie! We’re about to meet the hippogryph who can help us find that Charmander we’re after!”

“Charybdis, you dunce, it’s Charybdis,” Aria grunted, shaking her head.

“Oh, did I not say that? I’m terrible with names, heheh.”

“Lucky for me, I’m really good with names,” Sonata said proudly, “At lest if they’ve given me food. Those ones are easy to remember.”

Aria floated on, looking like she was waiting for someone to harpoon her while Pinkie Pie and Sonata continued chatting. Thankfully the trek didn’t last much longer as the group was led halfway up the mountain slope, following a broad and well paved road to the foot of a beautifully carved palace of white stone. It wasn’t a tall building, but it was wide and oval shaped, with an arched front from which numerous balconies allowed access via flight. For non-fliers there was a circular opening at the front of the palace, wide enough for a dozen ponies to walk through side by side if need be.

Once inside they found themselves in a large, circular chamber, practically an amphitheater surrounded on the sides by stone seating situated high up along the curved walls. The floor was carved with a breathtaking design of hippogryphs in flight, yet also of an ocean scene depicting a kingdom below, filled with equine creatures of an aquatic bent. Twilight wasn’t sure what to make of that, but the details in the carving were exquisite.

At the far end of the chamber a throne of interlaced marble, gold, and sea coral rose from a raised pillar that was a good ten feet off the ground, with no clear stairs or ramps leading to the top. Seated on the throne was a graceful and well built female hippogryph with a coat and feathers of a creamy white coloring. Her head plumage was extensive, and largely of vibrant purple and violet shades. She wore jewels of a regal finery, but not in excessive amounts, and carried herself with a proud and strong demeanor that also hinted at a sharp mind, filled with amusement and... something else Twilight couldn't quite define.

She assumed this was Queen Novo, but it wasn’t confirmed until Admiral Seaspray ordered his troops to take up positions around the edges of the throne chamber, and approached the throne himself. He removed his helmet and bowed deeply to the hippogryph on the throne, “My Queen, may I present to you Princess Twilight Sparkle of Equestria, in the company of her friends.”

He proceeded to name each of Twilight's companions, yet hesitated when it came to Starlight’s turn, where he flushed with embarrassment and said, “Actually, I must confess, in my haste I do believe I failed to acquire your name, miss...?”

Starlight cast a furtive glance towards Twilight from beneath the edge of her cloak’s hood. It wasn’t quite how Twilight would have preferred to do this, but since it would have been too suspicious for Starlight to keep hiding herself, Twilight gave a nod, “Go ahead.”

With a deep breath, Starlight raised her head and threw off her hood. The response was an instant series of gasps and shocked murmurs from the hippogryphs, Admiral Seaspray himself taking an amazed step back with his eyes wide as he exclaimed, “My Queen, it’s her!”

“I can see that, Admiral,” Queen Novo said, rising from her throne and making a sweeping gesture at her soldiers, “All of you calm down at once! I’ll not have news of this spread beyond this throne room for now. Close the doors, and ensure no gawkers wander by.”

Soldiers immediately moved to obey, drawing shut a pair of large, thick wooden doors that covered the main entrance while others pulled closed thick curtains over the aerial entrances. Starlight, along with the entire party, looked around uneasily and she quickly stepped up beside Twilight. Trixie trotted close behind, as if afraid to get too far away from Starlight.

“Look, Queen Novo, I, I know my appearance may be startling given who was involved in stopping the attack on your kingdom, but if you listen to our story, we can explain everything,” Starlight said, and Queen Novo looked at her with startlingly bright, but narrowed eyes.

“Must be one heck of a story. If you are who you appear to be I both have reasons to thank you, and reasons to suspect you of stealing something precious to my people...”

This earned confused looks from the ponies and sirens, Twilight tilting her head at the regal hippogryph, “Stolen, your majesty?”

Queen Novo’s face twitched with a grimace, beak twisting, “My kingdom’s greatest magical treasure, the Pearl of Changing. Mere days after your friend there defeated the army that tried to ravage my people, the very same mare was spotted by my guards taking the Pearl from the treasury. I’ve kept the Pearl’s theft a secret from most of my citizens, to prevent panic. The Pearl is among our strongest means of defense, allowing the whole of our species to change our form if we need it.”

“If it’s so strong, why didn’t you use it to defend yourselves from that airship army?” asked Trixie out of nowhere, earning her a sharp look from Twilight, but Trixie seemed immune to the glares from both the alicorn and Queen Novo, “Well? It’s a valid question!”

“Hmph, I suppose it is,” Queen Novo said, “Put simple enough for even a rude unicorn like you to understand, the Pearl takes time to gather the energy to change all of my people. Just one? Zap, just like that. Changing my army into, say, manticores or dragons? That takes some warm up. Your friend showed up and crushed the invading forces before the Pearl was ready for use. Any more stupid questions, or will you now explain why the mare that both saved my kingdom and stole from it is now back, in the company of a Princess from Equestria?”

“Please, allow me to explain,” Twilight said, bowing her head politely before raising it to the hippogryph monarch, “This may take some time, our story is a long one, and it may be difficult to believe at first, but I give you my word as a Princess of Equestria that every word of it is the truth.”

Queen Novo slowly sat back on her throne and made a gesture at Admiral Seaspray, “Admiral, have someone bring our... guests something to eat and drink. Oh, and bring some of the good stuff out of my personal stash. If I’m going to be sitting her a while listening to what I think is going to be one head-spinner of a tale, I’d like to unwind.”

“As you wish, my queen,” Seaspray said, bowing low.

In short order tables were brought in and laid out with a spread of fruits, vegetables, fresh cooked fish, and numerous drinks ranging from mere juices, to harder liquors. Twilight and her companions made themselves comfortable on offered sitting cushions while Queen Novo had a servant pour her a goblet of wine, and soon enough Twilight began the tale of events that had led them to Mt. Aris.

It’d be late into the afternoon before she even got close to finished.

The story engrossed the listening soldiers to such a degree that one of them, who really should have been paying closer attention to the window nearby, didn’t see two figures hovering outside, listening in.

Quietly, two young female hippogryphs flew away from the window, both of them abuzz as they whispered to each other.

“Oh! My! Goodness! Did you hear all of that!?” cried an excited Princess Skystar. She had a soft yellow coat and plumage, along with a crest of vibrant blue feathers. She wore little adornment to denote her regal status, preferring simple decorations made from colorful seashells she’d collected from the beach.

Flying next to her was a female hippogryph of similar age, her feathers and fur of a soft pink, but with a similarly colored crest of feathers, although of darker blue shades than Skystar’s. “You said it cousin! That’s the craaaziest story I’ve ever heard! Other worlds, super-ghost sword battles, invasions by creepy doppelgangers! Could all of that be true!?”

“I don’t know, but it’d totally fit with all the nuttiness that went down when those nasty yeti guys attacked!” Skystar said, remembering with equal parts fear and excitement the attack on Mt. Aris. She’d been terrified, but it’d also been the most excited thing that had happened in, well... ever!

“Wonder what your mom’s going to do now?” Silverstream said, tapping her chin, “Sounds like those ponies are planning to go after some kind of crazy powerful sea witch. You ever heard of ‘Charybdis’?”

Skystar tilted her head in deep thought. She had to study a lot of different things in preparation to take over the kingdom from her mother, one day. Subjects ranged from boring things like politics and trade, to more interesting stuff like battles and history. This included ancient lore that ranged from folk tales to stories relating to the dangers of the sea.

“Hmmm... Charybdis does sound kinda familiar. Like, I think she’s got something to do with the Pearl of Changing and why we have it in the first place? Can’t remember. I’d have to hit the books again.”

“Oh! Oh! We should go tell the ponies that! I bet it’s, like, something they’d totally want to know about!”

Skystar gained a mischievous glint in her eyes, “Oh no, we can’t do that.”

“Why not?” Silverstream asked, confused.

“Because if we did, then my mom would know we listened in, and if she knew we listened in, she’d ground me to my room and put a bunch of boring guards to watch me. And if that happened, heheh,” she winked and pointed at the airship docked down by the beach, “We couldn’t stow away on the ship and go have a real adventure for once.”

----------

That evening, Aria and Sonata found themselves drawn to the gently rolling surf of the beach. The sun was setting, and the two sirens were quiet as they lay on a rocky outcropping, letting the spray of ocean waves wet them. It was a quiet moment for the pair. They’d done this kind of thing all the time in a past so long ago it felt like it may as well have been several lifetimes.

“It was just us three back then...” Sonata said, waving a hoof through the water, “We’d chill on some rocks and watch the sun set with Adagio. Remember, Aria?”

Aria was quiet, staring out at the ocean with sullen eyes, hooves crossed under her chin as she lay on her own rock, the splashing water of incoming waves flowing over her. She sighed, then after a minute said, “...Yeah, I remember.”

“I wish she was here now.”

“Well... she’s not.”

“But we can kinda pretend she is, you know?” Sonata said, laughing a little under her breath, “I can totally see her sitting her, you know, with that impatient, irritated look she always got when she was really enjoying herself but was being too stubborn to admit it. You remember that look, Aria? She totally looked like a puffer fish, her cheeks getting all big!”

Sonata imitated the look, forcing a fake, Adagio-like frown as her cheeks puffed out and she imitated Adagio’s annoyed voice, “Now that’s enough sitting around staring at sunset’s, you two! We’ve got more important things to do!”

Aria sighed again, but this time with a small, fond smile, “Yeah, she was always dragging us off places. Always one scheme after another with her.”

Aria went quiet again, and after a few moments, Sonata heard a soft noise of sobbing over the ocean waves.

“Aria?”

“...We’re getting her back,” Aria said, looking away from Sonata to hide her face, “Even if I have to strangle this Charybdis witch myself, we’re getting Adagio back. Can’t stand how slow this all is, or letting the ponies lead. If it were just me,, I’d already be swimming north!”

“Don’t be dumb. We can’t do this by ourselves,” Sonata said, one hoof touching the empty nook in her chest where her siren gem should have been, “Especially without our gems, we’re super weak.”

“I know that! It just... sucks. It sucks royally. I hate this so much, being powerless. All we can damn well do is follow along and rely on others for help, and I hate it!” The tears welling in Aria’s eyes were hot as her anger and frustration.

“Same here, but what’re you gonna do? It is what it is, and we just got to go with the flow until we find an opportunity to do more.”

“Drives me nuts how easygoing you are, you know that? Always pissed me off about you.”

“Heh, love you too, sis... hey, what’s that?”

At Sonata’s question Aria raised her head, looking out to sea where Sonata had pointed with her tail fin. She narrowed her eyes, noticing the approach of what appeared to be several dozen shadows beneath the waves. Curiosity and confusion turned quickly to alarm, “Sonata, run!”

Aria and Sonata both floated up, just in time for dozens of twisted, finned humanoid figures to burst out of the surf, welding tridents and bearing maws of razor sharp teeth as they rushed the surprised sirens.

----------

The planning room was rarely used, given how rarely the hippogryph army actually went to war, but now it was lit with many candles, its wide table strewn with maps of the southern, eastern, and northern oceans. Around it stood Twilight Sparkle, Flash Sentry, Starlight Glimmer, Queen Novo, and Admiral Seaspray. Most of Twilight’s party had gone to enjoy the sights and luxuries of the city. Applejack and Rainbow Dash were restocking their supplies with local fare at the market, while Rarity and Fluttershy were shopping for anything else that might help with their journey. Pinkie Pie had bounced off to gather gossip from the locals, and Trixie had trudged back towards the airship to talk with Captain Celano about the group’s continued need for the airship. Aria and Sonata had gone to the beach to enjoy being near the ocean.

In the meantime, Twilight focused on the plans they were making. Once the story had been told in full, she was a little surprised at how readily Queen Novo had accepted it.

“Don’t be,” Queen Novo had said, “I’ve known Princess Celestia for a long time, and she wouldn’t have sent you if you were a liar. Oh, your story is the craziest thing I’ve ever heard, no doubt, but if you were going to come here and make something up to get my help, I figure you’d have come up with something more believable.”

So now they were planning the journey north. Queen Novo had promised the support of her navy, although in actuality there was little good so many ships could do. Rather the idea was to further charter Celano’s airship and provide additional escort in the form of a cadre of elite hippogryph warriors, with Admiral Seaspray in charge. He knew the oceans of the world better than anyone on Mt. Aris, and was familiar with the northern ocean where the so-called ‘Abyss’ was located.

“With an airship as fast as the good captain Celano’s, reaching the area should be a matter of less than a week,” Seaspray said, tracing the route they’d take from Mt. Aris, across the eastern ocean, and to the frozen climes of the north sea. “We’re not likely to run into too much trouble on our way there. Our griffin cousins from Griffinstone rarely bother with paying attention to the sea routes, with only a few rare pirate ships plying the waves. If any of those desperate rapscallions tried to take a crack at us, I assure you my warriors and I could scatter them with ease.”

“That’s all well and good, Admiral, but I’m more concerned with what we’ll do once we get to the north sea,” said Twilight, glancing at Queen Novo, “I believe Princess Celestia recommended I come here because she thought you still had the Pearl of Changing, which could have been used to transform my friends and I into bodies capable of diving down into the ocean to confront Charybdis. Right now I’m at a loss as to how we’re going to do that, with the Pearl gone.”

A shadow crossed Queen Novo’s features as she ran a claw over the map of the continent's southern tip. “This ‘human’ Starlight Glimmer who took the Pearl, with the kind of power she has she could have gone anywhere. Hidden anywhere. There’s nothing I’d like more than to track down where she went and get the Pearl back, but I’m no fool. Even if we could find her, I’m not sure we could face her down without help.”

“True, but if we did locate her base of operations, my fellow Princesses and I together may be enough, especially if we bring in other assistance from the likes of Discord or King Thorax,” Twilight said, her thoughts turning like smoothly greased gears, “Although finding her would be the problematic part. Normally I’d suggest trying to perform a tracking or scrying spell on the Pearl itself, but since I’ve never seen the Pearl, let alone studied it, I wouldn’t know enough about its magical makeup to be able to concoct a proper spell to locate it.”

“Yes, and sadly we hippogryphs aren’t the most magically inclined species,” Queen Novo admitted, “The Pearl is the only real form of magic we possessed, and it wasn’t even originally made for us.”

Although it was important to keep planning their next move, Twilight couldn’t help her academic curiosity from flaring up, “Oh? Where did the Pearl of Changing come from, if I may ask?”

“That’s a bit of a yarn, but it does relate to the quest you’re pursuing, so I can give you the brief version,” the queen said, taking a moment to consider her words before continuing, “The Pearl was made by the seaponies, a long time ago.”

“Seaponies?” Flash sentry shook his head, “Just how many different kinds of ponies are there?”

“The world is filled with all sorts of creatures,” Starlight said, elbowing him, “How about you let the Queen tell her story?”

“Okay, okay, just saying, I half expect to turn a corner and run into a slime-pony, a plant-pony, or even a pizza-pony at this point,” Flash glanced up thoughtfully, “In fact are we sure Pinkie Pie isn’t some kind of cotton candy pony?”

Twilight laughed lightly, while still trying to give him a stern look, “Pretty sure Pinkie Pie is in a classification of her own. Now then, Queen Novo, please continue.”

“Ahem, yes. As I was saying, the seaponies made the Pearl of Changing at the height of their civilization, around, hmm... twelve hundred or so years ago? I forget the exact time frame. It’s always ‘a thousand years ago’ or something like that Back then we hippogryphs had only recently colonized Mt. Aris and were establishing our sea trade across the various coastlines. We had friendly contact with the seaponies, but nothing extensive.”

The queen’s demeanor turned dour, then, her expression ominously shadowed by the flickering candlelight, “That was when the seaponies were split by a civil war. You see, their own queen died while leaving twin heirs; Scylla, and Charybdis.”

Twilight made a sharp intake of breath, exchanging worried looks with Flash and Starlight, “Charybdis? As in that Charybdis? The one we’re seeking?”

“The very same,” Queen Novo said, “She was once a seapony, and a powerful witch of the sea, by all historical accounts. From what I understand of the legend, her mother, Queen Allegro, died of a wasting sickness. Before her death she bade both her daughters to compete for the right to the throne. Both Charybdis and her sister Scylla sought ways to impress their mother to earn the throne. Scylla, a renowned warrior, plied the ocean depths for rare artifacts of power and charted unknown oceans to show her worth, while Charybdis researched ever more powerful magic to demonstrate her own worthiness. According to the story, Charybdis became so desperate to beat her sister that she began to delve into dark powers, and when her mother still choose Scylla over her, it snapped something within the seapony princess. She went truly off the deep end, and rather than abandon her dark magic, she only grew in power.”

“Let me guess, she tried to take over by force?” Starlight said, sighing, “And if I know how my old legends tend to go, the civil war broke the sea pony kingdom.”

“Hey, are you telling the story, or am I?”

“Err, sorry.”

“At any rate, you’re not that far off. Charybdis waged war against her sister, and while Scylla and her army fought back, they were at a disadvantage. Charybdis’ dark magic gave her dominance over other sea creatures, not to mention the ability to twist them in strange ways, making ocean monsters the likes of which still plague our waters today. Without help, Scylla and her forces would have been defeated. That’s where we hippogryphs come into the story. Scylla called to races on land for aid, and it was only the hippogryphs of Mt. Aris who answered the call. We relied on the ocean trade for some of our most important imports, so we couldn’t afford to have a crazy tyrant like Charybdis in charge, so we agreed to lend our forces to Scylla’s cause. That’s where the Pearl of Changing comes into play. Scylla stole the artifact from the sea pony capital of Aqualania, and used the Pearl to change the hippogryph army into seaponies ourselves. Suddenly Charybdis found her army outnumbered two to one! My ancestor, Queen Nimbus, fought beside Princess Scylla in a titanic battle that drove Charybdis’ army from Aqualania.”

Queen Novo tapped a finger on the map, some distance north of Mt. Aris, nearly in the middle of the eastern sea, “Here was where it was. Our forces had all but won, but Charybdis was a sore loser. She drew upon the full might of her dark magic and transformed herself from a seapony and into a massive sea monster, a horrific thing of tentacles and teeth, larger than the largest whale.”

“Given she’s still alive and kicking, I’m assuming she was beaten, but escaped?” asked Flash.

“Yes, Charybdis was defeated, but at horrific cost. The seapony army was shattered, and Princess Scylla did not survive the battle. In the aftermath, the seaponies couldn’t reform into a proper kingdom, they’d lost so many of their numbers. They scattered into small, isolated tribes, and that’s how it’s stayed to this day. We hippogryphs took possession of the Pearl of Changing, and returned to Mt. Aris. As for Charybdis, well... she faded into myth. A story told to frighten sailors. Few believed she died of her wounds, but at the same time, she’s never made any kind of major move in all those centuries, retiring to the depths of the Abyss. Most just believed she was content to stay down there, in the darkness...”

“Well she certainly isn’t quite as inactive as we might have hoped,” Twilight said, “But at the same time, as far as we know the deal she made with Adagio happened a long time ago, and Charybdis hasn’t made any overt moves we’re aware of. Hopefully we’ll catch her by surprise when we arrive. It’s just a question of how we’re going to get there.”

“As to that, while we’re not a magically inclined species, we do have contact with the various seapony tribes,” Queen Novo said, “There are still many active sea witches among their number. The magic that made the Pearl came from them, so its very likely if you find a strong sea pony witch, she can teach you magic to change your form or at least to breath and move underwater without effort. So I’d say your best bet is to go contact the largest of these tribes... here,” she pointed to the northern coastline of an island continent that Twilight knew well, just northeast of Mt. Aris.

“That’s the dragonlands,” she said, “The seaponies have a tribe there?”

“Just off the coast. The area is very rich in volcanic vents underwater that make ideal locations for the seaponies to make their homes. I can write a letter of introduction for you to give to chieftess Wavebreak. She’ll be able to help you find a sea witch that can-”

Just then a metallic cry floated in through the planning room’s open window, distant, but with an insistent and almost panicked frequency. Twilight’s head turned alongside Starlight’s and Flash’s, the two mares looking confused, but Flash’s eyes filled with a dread certainty of what they were hearing. After all, he was a trained soldier in an army and he knew what an alarm bell sounded like. His suspicions were almost immediately confirmed as Queen Novo breathed, “It’s the harbor alarm! Another attack!?”

Admiral Seaspray did not waste a single second, swiftly turning to his queen, “Your majesty, I’ll take the palace garrison and respond at once. If I leave half here to guard you-”

“Don’t be foolish, take the whole garrison!” Queen Novo said with steel command in her voice, “While you rouse them I’ll fetch my armor and sword.”

“Your majesty, I...” Seaspray was silenced with a look and he swiftly raised a talon and wing in salute, “Yes, of course, at once.”

Flash had gone to the window, his eyes trying to pierce through the evening gloom. The sun was barely a sliver of light coating the horizon now, but it was enough for him to see that there were several columns of oil-black smoke curling up from the harbor area. “Whoever’s attacking is already setting fires. Twilight, what’s your call?”

“M-my call?” Twilight asked, suddenly feeling her whole body clench up with nerves, but Flash just looked at her with eyes that seemed to reach out and steady her with their confidence.

“You’re in charge of this expedition. Do we round up your friends first to make sure they’re safe? Or do we go straight to the harbor to find out what’s happening? Between your and Starlight’s magic, and my Zanpaktou, I’m thinking we can handle whatever we find, but I don’t know about your friends.”

Twilight knew her friends all quite well, and they each had their own strengths. She was worried about them, of course, but they were quite able to take care of themselves. If Mt. Aris was under attack by unknown forces, then Twilight felt it was her responsibility as a visiting alley and Princess of Equestria to respond to the threat as swiftly as possible. Besides, she knew Aria and Sonata had gone to the beach front, and if any of their number might need immediate help, it’s be them.

She took a deep breath, putting a hoof to her chest and extending it out as she let out the breath, focusing herself and letting her nerves settle. Her eyes glinted with a new light of assurance, “We go to the harbor.”

“Good,” said Queen Novo, already out the door with Admiral Seaspray, who was calling for the garrison, “We’ll meet you down there, and throw back whoever’s decided to come after my home and my people!”

Twilight nodded, then looked to Starlight, “You’ve been practicing your flight spell and combat magic?”

Starlight Glimmer flashed a grin that lit up her face with ready eagerness, “You know I have.”

“Then let’s get moving,” Twilight said, flaring her wings and flying straight out of the window. Starlight followed a second later, her body coated in a sparkling, teal aura of magic. Flash came last, but swiftly caught up, his wings still moving a tad awkwardly, but with greater confidence as the trio rose into the air above the city slope of Mt. Aris.

Twilight could already see a cluster of hippogryph warriors arching up from the city and then diving towards the harbor, although they were few in number. A larger number were gathering at the base of the palace as the garrison got organized. Other hippogryphs in the city itself were quickly either barricading their homes, or gathering weapons and armor, clearly part of a volunteer militia that was fast responding to the crisis. Twilight couldn’t spot any of her friends through the threes and rapid movement of so many people down below, but she didn’t doubt they were down there and responding to the situation in their own way.

She wouldn’t have been surprised if, by the time she, Starlight, and Flash even got to the harbor if her friends weren’t already there, meeting the threat head on.

----------

“The heck is all the hubbub out there, do you think?” asked Grubber as he poked his head near a porthole in the airship’s cargo hold. He and Tempest Shadow had crept out of Trixie’s caravan when they heard the distinct sound of a ringing metal gong, clearly some kind of alarm.

“How should I know?” asked Tempest sharply as she pushed him aside and peeked out the porthole as well. The airship was tethered near the largest pier, nearly in the center of the docks. The buildings near the dock area were shrouded in dusky gloom, shadow clinging over everything like foam, but Tempest could still make out movement by the light of several fires that were busy consuming a trio of warehouses.

Small, spindly shapes rushed with jerky, strange motions around the docks as they surged up towards the market area beyond. Tempest caught the sight of gleaming metal reflecting from weapons. Tridents or spears of some kind. In one moment she got a better glimpse of one of the creatures moving below and saw the crest of a fine on the head, the large bulbous eyes of sickly yellow.

She sneered, “Whatever they are, they’re from the ocean. And it looks like some of them are coming this way.”

“What!?” cried Grubber, “Like, how many? A lot, or just a few? Because you, I mean we, can handle a few...”

Tempest narrowed her eyes, trying to count the shapes that were rapidly crawling across the dock, making their way to the airship. It was tethered fairly low, so that the loading ramp to the cargo hold and main deck could reach it. The ramp wasn’t lowered presently, but that hardly meant the mysterious attackers couldn’t get on board.

“Can’t tell, but more than a few.”

“Well what do we do then? I mean, I’ll punch and bite anything fishy that tries to poke us, but I ain’t exactly prime combat material over here.”

“Oh, trust me, I know. Don’t worry, these pirates are well armed, and I’m sure they’ll have things to say about intruders crawling on their ship. All we have to do is stay put, and deal with any stragglers that get in here...”

Suddenly there was a frightened scream from down below, and Tempest went back to the porthole, “What the blazes?”

She didn’t know who they were, but a pair of hippogryphs, two young females, had been apparently on the dock, hiding behind some crates. As the strange aquatic creatures rushed over the dock to get at the airship, the pair were exposed and while they tried to fly away, the creatures had hurled nets into the air, catching both. Now the pair of female hippogryphs were stuck on the dock, struggling in the nets, while several fish creatures dragged them towards the water. The rest were pouring towards the airship, and started climbing the tether ropes to get to the deck.

Tempest heard the ring of steel above and captain Celano bellowing out, “Get your briny little webbed hands off my ship!”

The clear sound of battle broke out above on the deck, but that did little to help the pair of helpless hippogryphs being carried towards what would probably be a swift, unpleasant drowning in the ocean. Tempest had seconds to make a decision on what to do. She should just stay put and hidden. The hippogryphs had no reason to be glad to see her, and exposing herself would only cause problems.

But those terrified cries for help were difficult for even her to ignore. The world was a cruel place, she tried to remind herself. Whatever pretty, colorful and peaceful lives some in idyllic countries like Equestria got to live, the real world beyond it was harsh and unforgiving. She knew this. She’d lived through it.

She also hated it. Even if on the surface she looked like she accepted the world’s uncaring, unkind nature and was tough enough to survive it... deep down she loathed that the world was like that, and nobody ever did anything about it. It was why she had such deep rooted ire towards Equestria itself. This sickly sweet, seemingly ‘perfect’ country of happy ponies that just went about their lives, blissfully unaware and uncaring of just how bad the rest of the world could be. And every now and then that uncaring world liked to seep into Equestria itself, the way it had on that day...

Tempest Shadow could almost feel the scar over her eye burning, and her broken horn twitched with pain and small, blue sparks.

“Uhh, boss?” asked Grubber over the sound of the two hippogryphs screaming for help, their helpless forms almost at the edge of the dock.

The hot anger bubbled up from her chest and into her brain like a broken steam pipe, turning her face into a dark thunderhead of rage.

“Not this time,” she whispered, and darted towards the bottom cargo hatch. The hold had this hatch for hoisting cargo directly up and down from the belly of the ship, and Tempest Shadow made a smooth, acrobatic leap through the air, her hoof striking the release lever on one of the side beams of the cargo hold. The hatch dumped open and Tempest Shadow all but flew down through it, flipping in the air as she landed hard on the dock, some twelve feet below.

Her impact was loud, and started a crowd of gawking fish-like creatures. Scaled, slimy skin was pulled over gaunt figures, the scales ranging from a deep sea green to darker patches of blue. Large fish heads showed mouths filled with rows of needle-like teeth, and webbed hands clutched deadly tridents or metal or carved bones. Tempest didn’t really care to notice any further details, nor give these creatures a moment to decide to either attack her or get out of her way.

Her horn flared, violent, blue arcs of uncontrolled, barely amiable magic surging up from her broken horn. The pain of the magic melded with her anger, and with a feral warcry, Tempest Shadow unleashed her rage upon the creatures in front of her, and a good half of the dock.

What few fish creatures weren’t bright enough to dive over the side of the dock and into the ocean were flash fried, with only a handful lucky enough to only get the periphery of Tempest’s magical onslaught and hence only get shocked to a twitching, but still alive mess. Then Tempest Shadow charged straight into the stunned survivors, her hooves like black hammers in the darkness. She moved with pure precision and unrelenting power, each buck or punch cracking jaws, splitting teeth, shattering bones, and sending entire bodies flying through the air like pins struck by a bowling ball.

Whatever these creatures were, they had not been prepared to deal with an attacker like this. A few tried to form a spear line, aiming tridents at Tempest in a wall of sharp metal, but she contemptuously turned her head down towards it and send another wild, barely controlled bolt of raging magical energies into the hastily constructed spear wall, scattering more bodies, both living and dead.

By the time Tempest got to where the two captured hippogryphs were, they were at the edge o the dock, the fish creatures that had grabbed them having fled in terror moment’s earlier.

Tempest glanced around, making sure there were no nearby enemies. Her assault had all but broken the group that had charged down the dock towards the airship, but it still sounded like captain Celano and her crew were fighting those that had managed to crawl aboard before Tempest had begun her assault. She trusted the pirates could handle themselves, and turned her attention to the two hippogryphs laying at her hooves.

The pair were clutching each other in naked fear, staring at her with wide, saucer-like eyes. It actually took Tempest a second to realize that the fear was directed as much at her as the situation, for the moment she reached out a hoof to help the pair out of the nets clinging to them, the hippogryph girls nearly fell off the dock, trying to scramble away form her.

“D-don’t hurt us!” shrieked one, covering her head.

“I’m not going to hurt you,” Tempest growled out in a harsh bark, but quickly tried to take a calming breath and get her voice under control, trying again in a somewhat softer tone, “I need to get you out from under those nets before more of these guppies show up.”

“For real? You’re not going to zap us into crispy bits?” asked the same one who’s spoken before. In the deepening shadows she could barely make out the colors of the two hippogryphs, but she thought this one had a pink or very light purple color, while the other, quiet one was a light yellow. Tempest noticed that one was shaking near uncontrollably, eyes almost wild with terror.

She licked her lips, uncertainty creeping up her stomach to poke at her heart. She was a soldier. A warrior. Dealing with frightened civilians was well outside of her expertise. Still, she needed to get these two to safety inside the cargo hold. They were too exposed, out on the dock, and Tempest could tell from the sounds coming from the market area that the battle was going strong elsewhere, and that more foes might be coming up from the beach. She wrestled with her tone, trying to sound... comforting, and it came out more frustrated.

“Look, it’s okay. I’m not with those things. Now you see that airship? Once I get you out of these nets, I want you to fly into the cargo hold, close the doors, and don’t come out until I get back. Do you understand me?”

“Yes, uh, s-sure...” said the pink hippogryph, who elbowed the other one lightly, “Skystar, help me with the nets.”

“I....I... they were... trying to kill us...”

“C’mon Skystar, we need to do what the sparky-sparky-boom mare says,” insisted the other hippogryph as she yanked at the nets, trying to cut them with her beak and talons. Tempest Shadow helped, using her hooves to hold the net steady so the hippogryph could cut easier. Her voice softened a bit as she felt a pang of sympathy for both of these youngsters. Neither one sounded much older than their mid-teens.

“Your friend is in shock. She might need help to get into the cargo hold, but once you’re there, my friend Grubber will watch over you. Just stay quiet, and keep your friend warm. What’s your name?”

“Me? I’m Silverstream,” the hippogryph replied, finally cutting a hole in the net wide enough to get herself through, after which she helped the other one, Skystar, out.

Skystar was still shaking like jelly, but seemed to take hold of herself, visibly forcing her legs to steady as her whole body shuddered. her voice was cracked, and weak, but she managed to say, “I’m P-Princess Skystar. Thank you... for saving us.”

Her eyes turned up towards the city covering Mt. Aris’ slope, where several more fires had started up and the sounds of shouts and the clashing of steel from battle could be heard over the noise of screams wafting through the night air. “Oh no...”

Tempest put a steady hoof on Skystar’s shoulder. The hippogryph's princess? Tempest didn’t know if she’d just screwed herself over, or done the one thing that might keep her head from ending up on a pike by the end of this. “Don’t think about it. Just get inside, and stay safe until I come for you.”

“What will you do?” asked Silverstream, and Tempest Shadow eyed the city with flint-like eyes.

“What I do best.”

----------

Rainbow Dash slipped around the trident thrust with a swimmer’s grace, flipping her body up and over and then dropping both hind hooves right on top of the fish monster’s head. The creature let out a babbling gurgle and collapsed like so much wet sand, joining half a dozen others the agile pegasus had knocked out so far.

She then had to duck as another fish creature was sent flying overhead, nearly clipping her out of the air as it crashed into a food stall that, earlier that evening, she’d bought a rather scrumptious scone from.

“Hey! Watch it, AJ! You nearly hit me!”

Applejack grunted as she side stepped a wide thrust from another scaled monstrosity's twisted trident, and spun around for another solid buck with both back legs. Much like the last one that had almost clipped Rainbow Dash, the fish monster took both hind hooves to the chest and abruptly became airborne, flying into one of the large trees spread across the city. Snorting, Applejack adjusted her stetson and said, “Kinda too busy ta be lookin’ where I’m sendin’ this buggers flyin’, Dash. Just quit yappin’ an’ learn ta dodge.”

“I did!”

“Then why’re ya belly achin’ at me?”

“Ladies, please!” shouted Rarity as she backpedaled from a pair of fish monsters that rushed her from across the boulevard. With swift use of magic, she gathered a set of curtains from a nearby home and sent them flying out to wrap around the legs of her assailants, stopping them just short of her. She then swiftly tied the curtains around the beasts and hung them to dangle from a roof overhang, quite immobile. Huffing, she looked at the other two ponies, “I would prefer if we kept the banter to a minimum until there aren’t horrible, aquatic denizens of the deep trying to slaughter us!”

As if to punctuate her statement, there was a high pitched wail as Trixie went galloping off across the side street, about ten of the spindly armed creatures in pursuit of the stage mare. Trixie made a leap for a raised patio, scrambling the wooden railing before turning around and shouting, “Keep your filthy, grubby hands away from the Too Beautiful and Young to Die Trixie!”

Blue hooves flailed as multiple smoke bombs rained out from beneath Trixie’s cloak and smashed into the line of fish monsters, releasing bursts of choking gray smoke. The creatures let out rough, hacking and wet coughs, their charge stalled by the frightened stage mares gaseous assault.

Applejack and Rainbow Dash exchanged looks, and both gave each other nods before proceeding to charge into the disorganized group. Rarity rolled her eyes and came on behind them, her horn flaring up as she picked up a swirling group of small rocks gathered from the ground. Applejack and Rainbow Dash hit the confused fish monsters like twin battering rams. The creatures recovered quickly, jabbing with their tridents. Applejack let out a rough grunt as one cut her flank, and she gave the offending fish monster a punishing haymaker of a punch that sent it headfirst through a nearby crate. Dash had to bob about like a leaf caught in a storm, tridents stabbing at her from every which way. One jabbed into her right foreleg, not deep, but enough to cause her to yelp in pain and nearly lose her balance in the air. Fortunately Rarity sent the twenty or so stones she’d gathered in her magic flying into the creatures with the speed and precision she’d often used when sewing. The stones struck the fish monsters almost unerringly on the head, stunning many, and dropping several in unconscious heaps. This bought Rainbow Dash the extra second she needed to get over the shock of her injury and rush the stunned ones, laying about with punches and kicks.

In less than a minute the mares had dealt with the group of aquatic foes, bearing a few light, bleeding wounds, but still alive and breathing.

“Yer bleedin’, Dash,” Applejack said, and Dash just shook her head, keeping her injured leg off the ground.

“Nothing serious. Been poked worse by needles at the doctor’s. How about you?”

Applejack glanced at her flank, a trickle of blood from her own wound already drying on her fur, “Taken worse scrapes on the farm. Looks like we’ve cleared out the lot on this end o’ town, but now what?”

Trixie hopped down from the patio she’d scrambled onto, and near breathless said, “These things are everywhere! I was going to the airship, and they just came pouring out of the docks like some kind of horror play! I barely escaped with my life!”

Rarity cocked her head, ears twitching as she listened, “From the sound of it, there’s more not far away. We certainly can’t stay here. Where’s Fluttershy and Pinkie Pie?’

“I thought Fluttershy was with you!” Rainbow Dash said.

“She was, but we split up a few minutes before the attack.”

“We gotta find ‘em,'' said Applejack, “Then find everypony else.”

Rainbow Dash, squinting, looked up at the sky, “Well, Twilight, Starlight, and Flash won’t be hard to find. Look!”

Turning their eyes to the curtain of vibrant purple and darkening blue sky, speckled with stars, it was at first nearly impossible to spot what Rainbow Dash’s own quick eyes has spotted. Then a radiant flash of lavender power lanced down from the sky, cutting across a street a hundred yards away, and it was then possible to see the form of Twilight Sparkle flying across the city’s tree and rooftops. Her horn became a bright beacon of purple energy as the alicorn Princess fired more bolts of spearing magic down upon unseen enemies amid the streets. She wasn’t alone either. Flying not far behind was a nimbus of teal magic, Starlight Glimmer at its center. Rather than Twilight’s long, powerful bolts of magic, Starlight was lifting entire clusters of dozens of screeching fish creatures and slamming them back to the ground as she flew overhead. Flash Sentry was flying between the two mares, his form moving with the kind of flickering speed that could only be achieved with Flash Step, knocking aside tridents and smaller javelins that were being thrown up at the two mares.

“Tch, showoffs,” Rarity said, but she was smiling, “And it looks like the hippogryphs are finally rallying as well.”

As if following the Equestrian’s wake, the palace garrison, with Admiral Seaspray and Queen Novo leading at the front, dove down into the center of their city. There, the tight formation of several hundred hippogryph warriors joined the hastily gathered city militia in meeting what was several solid blocks of fishpeople warriors. Twilight Sparkle and Starlight Glimmer’s flyby had opened up a hole in the fish creature’s formation of tightly packed tridents, which the hippogryphs took advantage of, the garrison bolstering the militia in a charge that punched into that hole in the enemy ranks and started to split it wide, forcing the fish monsters to give ground.

“If they’ve got that well in hoof, we should go look for Pinkie Pie and Fluttershy,” said Rarity, and the others readily nodded agreement.

Even if the fish monsters had been put on their heels for the moment, the fight wasn’t over yet.

----------

Twilight couldn’t spot her friends amid the chaos in the city. While she was glad that at least for the moment it looked like Queen Novo and her garrison were pushing back the force that had moved into the market and prevented these monsters from spreading into the wider residential areas, she had a better picture of things while flying so high above the treetops and buildings, and she was still terribly worried.

There had to have been over a thousand of these creatures that had struck from the harbor, at least. A bulk of around five hundred were in the market, being pushed back by the garrison and militia forces, but Twilight could count hundreds more occupying the docks, and moving in tight packs around the edges of the city, setting fires as they went.

“What are these things?” Starlight shouted, her magic bubbling up in bright motes as she telekinetically grabbed up several large tree branches the size of pikes and started to use them to batter at fish creatures below. A few tridents flew at her, but Flash was there in an instant, his Zanpaktou battering them aside.

“I was wondering the same thing,” Flash said, “Your word seems way more full of hostile critters than I would’ve thought for supposedly being so peaceful.”

Twilight thought maybe she’d read a few passages on creatures like this, but the aquatic denizens of the world’s deeper oceans were largely a mystery to many Equestrian scholars, hence what information she did know was limited, and all hearsay at best, “I... I think they might be called sahuagin! Prehistoric fish people! They’re just supposed to be myth!”

Flash appeared next to her, his sword flashing to stop a javelin that almost struck Twilight in the throat. She gulped as Flash gave her a reassuring smile, “Seem pretty real to me. So why are they attacking?’

“How should I know? If we can stop them, we can worry about the ‘why’ afterward!”

He nodded, but added, “If we can spot any among them that look like a leader, we can capture them, and get answers.”

“That’s not a bad idea,” said Starlight, erecting a barrier on her left to block a few more javelins that came at her. They’d flown closer to the docks now, and the ‘sahuagin’ there had managed to start fortifying the area with crates and barrels, and taken to the roof of the few non-burning warehouses to gain height for throwing their deadly projectiles. “Of course how we’re supposed to find a leader amid all those fish, I’ve got no idea!”

As if in answer to her question, as the trio flew over the docks, still heading for the airship, which for the moment looked safe and intact, a deep fog suddenly rose up from the ground and starting spilling out both towards the marketplace and into the air. It obscured the three ponies, and Twilight shivered at just how cold the fog was. It was also clammy and filled her with a sick, uneasy sensation. It took her a second to realize the fog was magical, and the moment she realized that, she felt another spike of magic down on the ground, several, in fact, and she shouted, “Incoming!”

She banked hard to the left, feeling something frozen and gut wrenching streak by her. It didn’t hit her, but just the close call made Twilight feel ill, as if her magical senses were being dunked in a vat of cold, congealed grease. Whatever had been thrown at her, it was magic, but of a distinctly unpleasant and foul variety. She heard Starlight gasp, and couldn’t tell if it was in pain, disgust, or both.

“Starlight, are you okay!?”

“Ugh, I’m fine, but what is this? It’s like magic, but feels all wrong!”

“I think we just found the leader,” Flash said, “I can’t sense their presence, exactly, but even I can tell there’s something wrong with this magic. Can’t see anything through this fog, either.”

“Give me a moment,” Twilight said, channeling white hot power through her horn. An unfamiliar flare of warm outrage seeped up from somewhere deep in her soul that made her want to defeat this unnatural magic. It was as if the pure magic inside her railed and was aghast at the nature of this other magic, and wanted nothing more than to be brought to bear against it.

Twilight didn’t restrain herself.

The spell she cast was a simple one, but with the might of an alicorn who’s specific talent was in magic behind it. What may have otherwise been a simple breeze was now a hurricane of wind that blasted down from the sky behind Twilight, roiled beneath her like a wave, and hammered both the fog and the ground like a destructive fist. The fog was billowed away like so much smoke being churned aside by a titanic fan, while the wind tore into the sahuagin on the ground. Those behind barricades were able to take cover and hold on, but those exposed on the rooftops were swept off, as if by a gigantic broom.

The moment the fog was dissipated, Starlight unleashed her own spell that she’d prepared, aiming it at the thickest cluster of creatures below. A literal hammer of magic, the size of a small building, took shape and smashed the ground, exploding with raw telekinetic force that either smacked enemies flat, or sent them flying into warehouse walls.

However, while they’d scattered many of the enemy’s warriors, the one responsible for the magic wasn’t revealed until a moment later, and as it turned out it wasn’t one foe, but a group of five. They were standing behind the warehouses, held up on a platform of interlocked bones born by several muscular sahuagin. Some kind of mobile shrine, with the jaws of a truly colossal shark used as a backdrop for it, and a brazier of dark coral, was acting as a platform for five tall, thin fish people. They each wore chains of bone and mantles of either manta ray or shark skin. Instead of tridents they carried curved bone daggers, which they used to cut their arms and rip blood into the burning brazier. This sacrifice of blood looked at act as a catalyst for their magic as the creatures changed in gurgling, undulating tones and cavorted about the shrine.

The brazier flared with black fire, tinged with red, and Twilight felt the twisting sensation in her gut from the unnatural, dark magic being conjured. A spectral swarm of black piranha bubbled up into the air, hundreds of ghostly fish with red eyes and gnashing teeth that quickly flew up towards Twilight.

Growling under her breath, Twilight brought forth more power into her horn and swung it almost like a blade, violet light blazing out in a wide arc. Multiple interlocking barriers interposed themselves between her and the swarm of wraith-like piranha, which then expanded under her direction and moved to encapsulate the swarm in a polyhedral-shaped prison of transparent, purple energy.

Flash Sentry then descended towards the mobile shrine, his form blinking from view with a swift Flash Step that took him over to stand on top of the shark jaws mounted on the back of the shrine.

”Serve faithfully; Kochi Yojinbo!”, Flash said, invoking his Zanpaktou’s Shikai. As the blade transformed into it’s tonfa shape, he performed a front flip that took him over the shrine, even as the gathered sahuagin shamans started to turn towards him with startled cries. His Zanpaktou’s power bent space and allowed Flash’s body to appear in four places at once as he swung his Zanpaktou in a spinning strike. Four other Flash’s mimicked the move and cut down three of the five shamans in one go. One survived only because it stumbled off the shrine and landed in a heap on the ground, gurgling as it scrambled away.

The last shaman, larger than its brethren, took its dagger and dragged it across its palm, chanting as it shoved its bleeding limb into the brazier. Black fire erupted upward, and a massive claw of darkness, like some twisted, spiny lobster limb, shout out of the flames and smashed towards Flash Sentry. He crossed his tonfa-blade in front of him, taking the blow head on. The claw struck hard, much harder than Flash had been expecting, and it sent him reeling to the ground. He managed to land on his hooves, skidding across the rough pavement of the dock street, and soon found himself surrounded by dozens of sahuagin warriors.

He prepared himself to fight, but soon found a flash of bright blue light cutting across one half of his foes in an uncontrolled stream, electrocuting fish flesh with ease. Charging from the smoke of the still falling bodies, Tempest Shadow jumped and landed next to Flash Sentry, her horn sparking like mad as she blasted out more erratic magic, exploding a nearby portion of a sahuagin barricade.

“Yikes!” Flash had to duck as arcs of the barely aimed magic cut above his head, “Can’t you aim that any better!?”

“No,” Tempest replied, and looked over at the shrine, “What’s that?”

“Main bad guy, I’m guessing,” Flash said, jumping forward and lashing out with his Zanpaktou to cut a trident in half that had been thrust for Tempest’s back. He then spun, creating a duplicate of himself to the side of several sahuagin that he managed to cut down with one swift strike. Tempest saw this, and nodded.

“Not bad. Bad guy’s the big one, then? We want him alive, I’m guessing?”

“That’s the idea. How’s the airship?” Flash asked, ducking as Tempest lashed out with another whipping bolt of wild magic, frying more sahuagin that were coming up on their flank.

“Secure. Those pirates know how to fight. Got a hippogryph princess holed up there too. Figured the city needed more help.”

The lead shaman had poured more of hits blood into the brazier, summoning two more large, black claws. Each claw moved on tendrils of thick black flame, while their tips were almost solid, as if someone had taken black magic and forged it into a chitnous form that wafted with a dark, smokey aura. Even Tempest could feel how twisted and cold the magic was, her own wild magic arcing up on its own, as if in challenge.

Twilight and Starlight flew overhead, each unleashing wide beams of magic that raked the gathering horde of fish warriors, taking the pressure off of Flash and Tempest and giving them a chance to deal with the shaman. With a loud, wet and warbling cry, the shaman gestured at them with his bloodied dagger, and the three lobster claws of dark magic started slamming towards them. Flash and Tempest dove to the side, Flash easily zipping out of view with a Flash Step, while Tempest made an elegant combat roll that took her beneath one of the claws that smashed apart the ground she’d just occupied. With a deep throated shout, Tempest fired a wide and writhing arc of magic that slammed into two of the claws, ripping through one of them and causing the other to halt and shudder.

The last one the shaman used to try and whip around at Flash Sentry, who’d appeared behind the shaman, but Flash interposed his Zanpaktou again, and this time braced himself and brought up more of his spiritual pressure. Reiatsu clashed with dark magic as the lobster claw mashed into the Zanpaktou. However instead of being pushed aside, this time Flash was able to hold his ground and thrust out his other hoof at the shaman.

“Bakudo Number Sixty Three: Sajo Sabaku!” (Ethereal Binding Chain)

Swift energy of a deep yellow cast flew from his hoof and up into the air above the shaman, then descended in the shape of a thick, glowing golden rope. The rope wove around the shaman and bound him, both arms and legs, holding him fast and causing the creature to topple over and fall from the shrine to the ground. The four muscular sahuagin bearing the shrine looked confused, as if unsure what to do with their leader now bound at their feet. Twilight and Starlight’s magical beams and telekinesis were keeping the bulk of the warriors around the dock area from getting close, and Tempest Shadow moved to stand over the bound shaman, aiming her sparking horn at him with a nasty smile on her face.

“I don’t imagine you can understand my words, but you can understand this,” Tempest said, shoving her horn inches from the bound shaman’s face, “Call off your people, or there’s going to be grilled fish on the menu tonight.”

The shaman said nothing, just stared at her with unblinking, bulbous eyes.

Yet whether it was the threat, or something else entirely, a second later there was a series of distant, deep and drawn out cries, like the sound of a pod of whales turned to a haunting pitch. The sahuagin, all of them, immediately ceased movement at the sound of those calls, which to Flash’s ears sounded like they were coming from many miles out to sea. The cries continued, their pitch scraping at Flash’s ears and made him shudder.

Then the sahuagin, one and all, started swiftly retreating. They rushed with surprising speed, splashing into the water, jumping off the docks or rushing into the surf of the beach. And not just the sahuagin at the docks, but all of those that had been fighting in the streets of the market fell back from Queen Novo’s garrison, the hippogryphs all looking at each other in wonderment as their aquatic foes swiftly quit the field and ran back down the slope of Mt. Aris and to the embrace of the ocean.

Within all of five minutes the battle was over, just like that, with Mt. Aris clear of a single remaining fish creature that wasn't unconscious, a corpse, or conveniently bound by a Soul Reaper’s Kido spell.

Twilight and Starlight landed. The shrine had been dropped and abandoned, and Flash Sentry stood by Tempest Shadow over the silent, bound form of the shaman.

“What in blazes was that about?” Starlight asked, “They just... ran away?”

“I doubt it,” Tempest said, “That was likely a retreat signal. Whoever is out there, controlling this attack, either decided the fight was lost, or...”

“Or what?” asked Twilight, leaving the question off for the moment as to why Tempest Shadow had left the safety of the airship.

Tempest looked at her with grim eyes, “Or they already accomplished what they came here for.”

----------

Deep beneath the ocean surface, several miles off Mt. Aris’ coastline, the tip of a coral reef was the site of an underwater camp of several hundred sahuagin warriors, and an entire cabal of twenty shaman. The creatures hovered in the water, watching the return of their companion warriors. Many had fallen, but of the legion of a thousand, they still had well over seven hundred warriors. By sahuagin reckoning, that was acceptable loses.

One shaman who’d been sent with the attacking forces swam up and prostrated himself in front of a giant of his kind. This sahuagin would stand eight feet tall on land, and had a body of scales that all but bulged with rippling muscles, all of dark blue shades that blended with the night ocean. A necklace woven from carved shark teeth and the claws of other undersea predators adorned his neck, with a symbol in the center of an eye surrounded by eight tentacles.

“Great Morgawr, please forgive this one’s failure!” the shaman cried, “The air breathers possessed magic most powerful. Our creche leader was taken! I offer my heart to the Deep Mistress! Please tear it from my chest so that my soul may be sent to her to atone for my failure!”

The massive sahuagin waved a clawed hand and shook his head, “That will not be necessary, acolyte. Our Deep Mistress is in communion with me as we speak, and she is most pleased.”

“But... but we were forced to flee. You called the retreat horns, did you not?”

“Only because we have what our Deep Mistress desired, and now we must return swiftly to the Abyss, before the foolish air breathers realize what we have taken,” Morgawr said, gesturing behind him.

There, wrapped up thickly in nets, with manacles of bone already shacked over their hooves and fins, were Aria and Sonata. They’d put up as much of a fight as they could, but the sahuagin ambush had overwhelmed them, and now the two sisters were bound tightly and guarded by a dozen warriors and a creche of five shamans who kept close watch on the pair. One warrior had already lost a hand to Aria’s bite after getting too close, and even Sonata had managed to break a guard’s snout with a tail swipe when they’d let their guard down.

“These two spirited ones are all our Deep Mistress truly wished for us to acquire. Had we captured the Princess of the air breathers, it would have been a bonus, but I did not expect you to succeed with such few numbers,” Morgawr told the acolyte, “you served your role as distraction, and I am satisfied. You keep your heart for today.”

“Your mercy knows no bounds, Great Morgawr. May the Deep Mistress forever bless you!” the acolyte cried, bowing deeply.

Morgawr turned from the prostrate acolyte and spoke loudly to his legion, “We depart now to the north! The air breathers will no doubt give chase, and we have much ocean to cross.”

He smiled a smile filled with razor sharp teeth, “But if they are mad enough to chase us into the Abyss itself, then our people will feast well, and our Deep Mistress will have more souls to add to her collection.”

Author's Note:

...Ahem, sorry, couldn't help myself. But yes, Princess Twilight's expedition has run into some aquatic resistance. Gee, I wonder who this 'Deep Mistress' could be, and if she has anything to do with other aquatic related troubles in the human world? Thing's are definitely getting fishy around here. There'll be a little bit more catch up on the Equestrian front next chapter, but we'll also be getting back to Camp Everfree too.

Hope you folks are enjoying and as always thank you all for reading. Please feel free to leave any and all comments, questions, and critiques you like, they're all very much appreciated. 'Till next time.

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