• Published 3rd Sep 2012
  • 3,431 Views, 155 Comments

Ultramare: The Redemption of Trixie Lulamoon - Azure Sandora



A fallen star may be Equestria's only hope when giant monsters begin attacking.

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The Villati Overmind

Since I can't figure out any good way to say human in this story, I'll assume that the translations in Equestria are as follows:

Equine = Human

Ponies = People


The Villati Overmind

Ultramare vs Insectus (Ultraman Mebius)

MARES faced a powerful fog spawning monster in the streets of Canterlot. This monster was able to cloak itself into the fog, rendering it invisible to radar. Also it could erase memories of ponies that looked into it's flashing eyes. With the help of Ultramare, the team was able to defeat the monster and free Canterlot from its foggy prison. However, the incoming train brought forth another monster Trixie was horribly unprepared for.

"Hi... Mom..." Trixie said dejectedly to the green mare.

"WHAAAAT?!!!!" The Elements of Harmony all shouted in unison, looking at the mare as she smiled sweetly.


It was so nice of Twilight to help Trixie get a place. Using her connections to the castle, she could live in relative comfort, and not have to worry about bills. And the best part, she was alone. Not that she minded living in the castle (no sane mare would), but she missed the privacy that came from living at home. Contrary to what a lot of ponies thought, she fancied herself as a nomad of sort. She never thought of herself as the type to settle down, at least not until she came here.

Not until she met Twilight.

"Faust..." Trixie said lying in bed, thinking about the mare that plagued her dreams. This was the first time she ever felt this way about anypony, and it was the only reason that Trixie even remotely missed living in the castle. Twilight was the only pony to stay living in the castle, with everyone else getting places in Canterlot. Trixie found herself wondering if Twilight was lonely by herself.

She got up from her bed and began walking downstairs. She wasn't the best cook, but her food was edible at least. As she reached the steps, she was met by the most pleasant aroma. Apparently she was having pancakes for breakfast.

Wait... pancakes? Who the hell would be making...

Trixie ran downstairs, ready to face the intruder. Whoever broke into her house would pay dearly! No one broke into the household of the Great and Powerful-

"Oh Trixie," Hazel said with a smile, "You finally woke up, you lazy thing."

"M-Mom?!" Trixie shouted, her face bright red, "What are you doing here?"

"Well, obviously making your favorite pancakes, dear," Hazel said as if she belonged there, annoying Trixie even more.

"That's not what I mean," Trixie said, "What are you doing in my house?"

"Well, Twilight told me that there was a field trip coming to the castle. Realizing that your cooking was sort of... lacking..." she said with a sideways smile that irked Trixie, "I felt it necessary to stop by and help you get ready."

Still treating me like a foal, Trixie thought as she grudgingly sat down at the table, "I could have taken care of myself, you know."

"With as late as you sleep? Honey, you'd be rushing around the house and still end up late. You really need to get more organized," Hazel put her focus back on the pancakes, "You're a working mare now, so you can't work on your own hours."

Faust, she was annoying. Giving her that sweet smile that was unknowingly condescending. Trixie knew she didn't mean to come off that way, but it still annoyed her. In fact, that made it more annoying.

"You have no idea how proud I was when I heard you got a job working at the castle," Hazel continued, "Here I was worried about your well being and you finally decided to do something responsible."

"I'm plenty responsible," Trixie said, trying to still her temper, "I actually prefer performing. I'm only doing this to defend Equestria."

"Yes, I'm still concerned about that," Hazel said putting three pancakes on a plate and sitting them in front of Trixie along with butter and syrup, "You can take care of the rest, right?"

"Ugh! Yes Mom, I can butter my own pancakes," she the proceeded to dress her pancakes the way she saw fit, which meant lots of syrup, "I'm not a foal anymore." Hazel giggled, catching Trixie's attention, "What?"

"You may be "grown up" now, but I see you still prefer to lather your pancakes with syrup," Hazel said, embarrassing Trixie even more, "It's a good thing I decided to make them just the way you like them."

Not wanting to ask what she meant by that, she took forkful into her mouth, and was shocked.

Strawberry Pancakes... her favorite...

She looked up at her mother, who was already at work cleaning the dishes. Trixie noticed the soft smile on her face.

"You remembered...?" Trixie asked.

"Well, we were only living together for a short while, but I did pick up on a few things, such as you being allergic to cinnamon."

They were both silent for a while. After a few minutes Trixie worked up the courage to say something she knew she'd partially regret saying later, as it would be letting that mare in closer than she really wanted.

"Thanks... Mom..."

Hazel just sighed a bit and smiled, "Anytime dear. That's what mothers are for, after all. Now eat up. Don't want to be late for work."

And there she goes again, treating me like a child, Trixie thought. Oh well, at least she could save time now. She'd never admit this to her mother's face, but she did appreciate her help. She probably would have been late without her help.

She had overslept by twenty minutes...


"Come on!" Diamond Tiara demanded, "The rest of the class is already inside!"

"Coming Diamond Tiara," Sweetie Belle said. It was nice that the four of them were friends now, since she and Apple Bloom had found their Cutie Marks, but Diamond Tiara could still be a real bitch sometimes. Sweetie Belle looked behind her, making sure that Apple Bloom and Silver Spoon were following her. Poor Apple Bloom was still out of it.

"Apple Bloom, Silver Spoon," Sweetie Belle called out, "Diamond Tiara said-"

"Don't worry," Silver Spoon said with a laugh, "We heard her," Silver Spoon put all of her attention onto Apple Bloom, "Are you sure you're okay?" Silver Spoon asked, getting only a small nod from the somber Earth Pony, "You probably could have stayed home, you know. I would have been willing to take notes for-"

"Ah'm fine," Apple Bloom said softly yet harshly, "Ah ain't no baby."

Silver Spoon sighed, "No one said you were. I was just saying that if you weren't up for the field trip you didn't have to force yourself to-"

"Ah don't want no special treatment!" Apple Bloom said, catching Diamond Tiara and Sweetie Belle's attention. They walked over to her with concerned expressions.

"Apple Bloom, Silver Spoon is only trying to help," Sweetie Belle said.

"Which is kind of hard when you aren't telling anypony what's even wrong," Diamond Tiara added, "Seriously, we're your best friends, right?" Apple Bloom looked up at Diamond Tiara with a dangerous glare, but then pushed past her and walked on ahead, "What was that all about?"

"She's been like that ever since the Equestrian Evolution of Magic," Sweetie Belle said, "She won't even talk to me."

"Well, if she's intent on being weird then that's her problem," Diamond Tiara said, "Silver Spoon, let's go."

"Right..." Silver Spoon said distantly, "I'll be right there... Just go on ahead...."

"Now Silver Spoon is being weird..." Diamond Tiara said shaking her head. She and Sweetie Belle walked toward the castle with the other students, leaving Silver Spoon by herself.

Once alone, Silver Spoon lost her smile and began walking down another street. She was looking for somepony in particular. If she remembered correctly, then that meant the mare she was looking for was-

"Bingo," Silver Spoon said, watching Trixie Lulamoon, in her MARES uniform, rush to the Castle. As she stood there watching Trixie, green numbers ran across her eyes as she relayed her information.

"Trixie Lulamoon, age twenty five Equestria years. Sex, female. Blood Type, B Positive. Past occupation, magic performer prior to the incident four years ago. Habits include singing in the shower, sleeping in late, and experimenting in the kitchen. She excels in being a pilot, and is a front line officer for MARES," Silver Spoon nodded thoughtfully at all of this info, "Why her though?"


Trixie couldn't believe it! She was still going to be late! How had she managed that?! She dare not tell her mother this, otherwise she'd never hear the end of it.

"Crap! Crap! Crap! Crap!" Trixie shouted as she galloped thought the streets. When she reached the corner of her destination, she noticed someone in the distance. A filly, had to be at least thirteen, maybe fourteen, with a gray coat and long silver mane tied in a braid, pink glasses, and a silver spoon shaped Cutie Mark, staring at her. She was looking at her intently, almost as if studying her.

"Um, can I help you?" Trixie asked the filly, who tilted her head and raised an eyebrow.

"Just doesn't make any sense..." the filly said, quite loudly as if she either wanted Trixie to hear her, or just didn't care.

"Um, sorry but do I know-"

"Perhaps she sees something in her that I don't," the filly said, walking down a corner.

"Wait a second," Trixie called out running after her, "Just who are-" she turned the corner too, but saw no one there, "you...?" Trixie looked around, wondering how that kid vanished like that. There was no other path, and there weren't any hiding spots.

Unknown to her, Silver Spoon walked out from a path that was now behind Trixie, still studying her.

"I'll have to talk to her personally," she said, walking back to the Castle. She still had a field trip after all.


Applejack paced back and forth, waiting for the last member of MARES assigned to guard the students. It was the norm here these days, waiting for this one member, who she just saw run into the castle.

"You really cut it close, Lulamoon," Applejack said sternly.

"Sorry Leader," Trixie said as she caught her breath. She wanted to be mad at Trixie, but as usual it was impossible to stay mad at her. She tried so hard after all. Applejack shook her head smiling and patted Trixie on the back.

"As long as yer here," Applejack said, "Come on, Twilight an' the others 're waitin fer us."

"Right," Trixie said eagerly, galloping after Applejack. As they walked, Applejack looked at the necklace that Trixie wore all the time. She couldn't help but smile looking at that.

"Is something wrong, Leader?" Trixie asked.

"No, nothin," Applejack admitted, "Jus' glad ya came, is all."

"About that, Twilight said that you all but insisted on me being here," Trixie said, "Why is that, Leader?"

"Truth is, one of the students here is mah sister," Applejack said softly, as if she were admitting something.

"What's her name?" Trixie asked.

"Apple Bloom," Applejack said, "You'll see her. She's the yellow filly with the long red mane and tail, an' a Cutie Mark of a saw slicin through an apple."

"Are you afraid something will happen to her?" Trixie asked. Applejack stopped and looked down when she asked that, remembering the incident.

"Applejack! Help me!" Apple Bloom screamed reaching out for Applejack's hoof.

"Hang on!" Applejack urged, "No matter what, don't give up!"

"Leader?" Trixie asked, pulling Applejack back to reality.

"Yeah?" Applejack asked.

"I asked if you were afraid for Apple Bloom's safety," Trixie stated slowly.

"That's... a funny question ta answer," Applejack said, "Jus' promise me that you'll protect mah sister, alright?"

The way Applejack looked directly into Trixie's eyes was almost too much for the former show mare, but she swallowed and nodded, "I promise, Leader."

Applejack smiled and walked off, leaving Trixie confused. Why was she so serious? And why so serious about her protecting Apple Bloom?


Canterlot Castle is the center of a lot of activity. Not only is it the home of the royal sisters and the main base for MARES, but it is also used to research various forms of science and magic. One such study is the effect magic has on insects. The students of Ponyville High have been brought to the castle to learn more about this subject.

Applejack and Trixie walked into the main lab, where they saw Twilight, Rarity, and Fluttershy, and Octavia waiting for them.

"Hey!" Trixie called out, catching their attention. Twilight was practically beaming.

"Trixie!" Twilight called out, running over to them. Rarity, Fluttershy, and Octavia all giggled when she left.

"Sorry I'm late, Twilight," Trixie said looking down, "I sort of got caught up at home, trying to get my mom out."

Twilight shook her head smiling, "It's fine, Trixie. I'm just glad you came at all, this being your day off."

Trixie didn't take a lot of days off, as she never knew when the light would be needed, but she was sort of looking forward to resting. Oh well, as long as she could be near Twi-

Where did that thought come from?

"Having fun, are we?" Octavia asked walking over to them, "The students are coming in."

Sure enough, a group of students walked into the castle. One of the students was a pretty yellow filly with a long wavy scarlet mane and tail, her Cutie Mark being a saw slicing an apple.

"Leader, is that her?" Trixie asked Applejack, who looked at her sister somberly.

"Yeah, that's mah sister..." Applejack said with a sigh. Trixie wasn't sure what was more confusing, how serious Applejack was, or how upset Apple Bloom looked.

Apple Bloom Ambrosia is "Leader" Applejack's thirteen year old sister. She used to be cheerful and upbeat, but fell into an intense depression after the Equestrian Evolution of Magic. Though she won't tell anypony what she saw that day, she does report strange dreams concerning all of her friends, and another filly she can't remember the name of.

"What's wrong with her?" Trixie asked. All Applejack did was grimace and trot over to Apple Bloom, "Leader?"

"Hey, Apple Bloom," Applejack said softly. The young filly turned to Applejack slightly, and then looked away, "Um, how're you doin?"

"Fine," Apple Bloom said curtly. Diamond Tiara and Sweetie Belle walked into the auditorium, and ran over to Apple Bloom.

"There you are," Sweetie Belle said, "Oh, hi Applejack," Sweetie Belle said looking down nervously, making Applejack laugh.

"Ah ain't no different bein in MARES," Applejack explained, "Ya'll ain't gotta treat me any different," she turned to Diamond Tiara, "How's the family, Diamond?"

"Great," Diamond Tiara said arrogantly, "Thanks to you and my dad working together, business is booming. He was talking about you, by the way."

"Is that right," Applejack said laughing awkwardly, clearly blushing, "W-well, Ah hope it wasn't nothin bad."

"Oh no, just how he missed seeing you come over," Diamond Tiara said with a cheeky smile. Applejack cleared her throat and sought to change the subject.

"So, is it jus' the three of ya? Normally ya'll got a fourth-"

"Sorry I took so long," Silver Spoon said casually walking to the group, as if out of nowhere. Trixie recognized her immediately.

"That filly!" she called out, catching Fluttershy's attention.

"Silver Spoon? Oh, she's a sweetheart," Fluttershy said smiling.

"I saw her earlier! She was staring right at me," Trixie explained, "Does she do that often? Study ponies?"

"Oh no," Fluttershy said, "She's almost as shy as I am. She tends to keep to herself, actually."

"Sure didn't seem that way earlier," Trixie said, looking at how friendly Applejack was with the four fillies. The one called Silver Spoon immediately turned to Trixie and looked right at her.

We need to talk later, Trixie Lulamoon, host of Ultramare.

"Whoa!" Trixie shouted looking around.

"Is everything okay?" Rarity asked.

"Y-yeah. Everything's fine," Trixie said, playing it off. Rarity shrugged and trotted over to Sweetie Belle. Trixie looked back at the filly, who was laughing softly at something Applejack said. Now she looked like the sweet but shy filly Fluttershy seemed to believe she was, but Trixie knew better. There was something about that filly...

Something not equine...


Outside Canterlot, the bugs in the forest were acting up. They began swarming in large clusters, making their way to the city. Behind them was a large bug like monster with two large pincers for arms. The mouth section vibrated, making a weird crackling noise that the bugs seemed to respond to.


The bugs were all in containers in the lab. Students ran all over the place examining the multicolored bugs inside.

"This looks like some sort of beetle," Sweetie Belle said looking at what looked like a hercules beetle, but it was huge and dark red. Fluttershy walked over to Sweetie Belle.

"That's right," Fluttershy said, "This used to be a regular hercules beetle, but after being subjected to magic it began to evolve."

"Is that why it's so big?" Sweetie Belle asked, getting a nod from Fluttershy.

"Mm hm. Magic seems to have a strange effect on insects and various arthropods, but we don't know the extent of the evolution."

Diamond Tiara was close by, but looking at another case. This one though, was broken and it had the name "Insectus" on a name tag in front of it.

"Where's this one?" Diamond Tiara asked, catching the attention of one of the scientists.

"Ah, Insectus? There was an accident last month where one of our test subjects got free. Shame too, because it actually reacted better than any of our subjects," the scientist said walking off. Diamond Tiara shrugged and walked off as Trixie walked over to it.

"Insectus?" she asked herself as Twilight walked over to her.

"The Princess was against these tests," Twilight said, "She said that they were unethical. Honestly, I agreed with her."

"You mean Princess Celestia, don't you?" Trixie asked. Twilight nodded before continuing.

"She was really upset, and actually yelled at the scientists telling them to stop. They were so far in though, and by that time Insectus had become something else entirely," Twilight looked down somberly, "Princess..."

"Is she getting any better? Or..." Trixie asked slowly.

"She's still in critical condition," Twilight said, "Apparently the rubble crushed her lungs. She's on a respirator right now," Twilight sighed and closed her eyes, "I wish I could have asked her what she wanted me to do. Should I try to reach out to Ultramare? Trixie, what do you think?"

"W-why are you asking me?" Trixie asked, slightly looking away as the subject just got awkward.

"You always seem to know what to do. I trust your judgment. Please Trixie, tell me the truth. Should I try and approach Ultramare the next time we see her?"

"I... don't think you need to worry," Trixie said, "Ultramare, I think, is already doing what she can to help us. She's an ally to the ponies, this I know."

"She has saved us a number of times already..." Twilight said with a sigh. Trixie could feel her sadness and fear. Not having Celestia with her was frightening, and she suspected being alone didn't help at all.

"Hey, are you okay being by yourself?" Trixie asked.

"Yeah. I mean, it is lonely sometimes, but I see everypony at work," Twilight said, trying to dismiss how lonely she was.

"But aren't you used to living with somepony?" Trixie asked, noticing how Twilight stiffened. She knew from talking to Rarity that Twilight had always lived with Spike for as long as she was a student, and if she wasn't with Spike, she had either Princess Celestia, her family, or her friends with her.

For a pony who tried to be so independent, she seemed to have a real fear of being alone. She was the complete opposite of Trixie, who hated letting ponies in. It was too much for Trixie, seeing Twilight like this.

~thump thump~

When Twilight didn't answer right away, Trixie took a deep breath to still her oddly racing heart.

"T-Twilight..." Trixie began softly.

"Yeah Trixie?"

"Um... why don't you... I-I-I mean... uh... if you want, you can-"

Twilight's communicator went off at that moment, "Sorry Trixie," Twilight said, "I need to take this."

Trixie sighed, "It's alright. I'll tell you later."

Twilight smiled apologetically, and galloped off. Trixie breathed out, unsure whether it was in agony or in relief. All she knew was that she missed her chance to get something off her chest that she wanted to say for a while.

"Damn it..." Trixie groaned, unaware that she was being watched from behind.

"Now that we're alone," Trixie heard from behind her, "There are a few things I'd like to talk to you about."

Trixie turned around and saw that gray filly with the long braid from earlier looking at her.

"You again," Trixie said, suddenly apprehensive. The way that she was looking at Trixie made it all the more apparent that this filly wasn't equine. At least not fully equine.

"Shall we find someplace private to talk?" the filly said turning a bit to the side. Trixie knew that she was falling into a trap, but with nothing else to do, why not, she thought.

Whatever this filly was, she'd play her or it's game for a while, if it meant keeping everypony inside the lab safe.


As the giant bug monster made it's way to Canterlot, MARES Wing #1 was flying toward it. Inside was Rainbow Dash as main pilot and Vinyl as co-pilot.

"Sheesh, talk about ugly," Rainbow Dash said.

"We have to take it out before it gets to Canterlot!" Vinyl said.

"On it!"

MARES Wing #1 flew close to the monster and fired at it, stopping it in it's tracks. The monster looked up at MARES Wing #1 and fired a yellow electric beam out of it's pincers at the ship.

"WHOA!!!" Rainbow Dash called out, just barely dodging the attack. The monster's mouth started vibrating, and MARES Wing #1 was surrounded by a swarm of bugs.

"AHH!!!" Vinyl screamed, looking at the bugs land on the window, "Do a barrel roll, please!"

"Vinyl, you cool back there?!" Rainbow Dash asked.

"Get them OFF!!!" Vinyl screamed. Rainbow Dash did what she was requested, and spun the ship around. As the bugs dispersed, the ship flew off, away from the bug swarm.

"It's commanding the bugs!" Rainbow Dash said.

"Really?! Wow, that quite a revelation!" Vinyl said sarcastically.

"You don't have to be a bitch about it..." Rainbow Dash said dejected.

The monster started making it's way to the castle. MARES Wing #1 flew to the monster and fired its lasers at it, but the bugs created a shield defending the monster.

"Damn it!" Rainbow Dash said slamming a hoof on the dashboard, "I can't get through!"

"I already called Twilight! She and Octavia are on their way!" Vinyl said.

"Good, because we need help!" Rainbow Dash admitted, looking out at the giant bug slowly walking toward the castle. This was about to get ugly.


"Right here is good," Silver Spoon said, leading Trixie to a hallway on the higher floors of the castle. Next to them was a large window that looked out to the city.

"Okay, so what's your obsession with me?" Trixie asked.

"That should be obvious, equine host of Ultramare," Silver Spoon said turning to Trixie. Trixie's heart stopped. How did she know that? And what did she call her?

"Equine host?" Trixie asked.

"The titan isn't able to manifest unless she forms a bond with an equine such as yourself. That individual assists the titan in fighting, and the titan grants the host the power needed to protect those they hold dear," Silver Spoon explained, "But you weren't the one meant to be Ultramare's host."

"Excuse me? What do you mean? While we're on the subject, how do you know all of this?"

"Simple, I have been watching you," Silver Spoon said with a smile. Trixie then saw something weird. Green numbers running through her eyes.

"Holy..." Trixie said.

"I'm a receptor for the collective consciousness known as the Villati Overmind," Silver Spoon explained, "As a receptor, I am connected to all others connected to the Overmind, and I can speak for the Overmind."

"And what does this Villati Overmind want?" Trixie asked, pulling out her laser, "Does it want to take over the world like the Kille?"

"Heaven's no," Silver Spoon said, "I'm an enemy of the Kille. The being you call Ultramare is my ally."

"What?!" Trixie asked, "Ultramare is yours?!"

"That's right," Silver Spoon said, "I summoned Ultramare here four years ago to prepare for their return."

"Four years ago? During the Equestrian Evolution of Magic?" Trixie asked.

"Yes, that's what they're calling the incident that led to the creation of Magi Technology, which now puts magic in the hooves of all ponies; Pegasus, Earth, and Unicorn alike."

There was a rumbling outside, followed by a crash. Trixie looked around in shock, but Silver Spoon was perfectly calm.

"What's that?!" Trixie asked.

"Insectus," Silver Spoon said simply.

"Insectus?! That's the missing experiment!" Trixie said, getting a nod from Silver Spoon.

"In a few minutes it's going to attack the castle," Silver Spoon stated, shocking Trixie, "When it does, it's going to release the bugs in the lab and go on a rampage attacking all the students and scientists."

"Your friends are down there! Don't you care?!" Trixie asked in shock.

"It is true that I'm worried about them, which is why you and I are having this conversation," Silver Spoon said, "Don't worry. The Element of Light will alert us when Ultramare is needed."

Trixie wanted to run downstairs and check on her team, especially with Applejack counting on her to protect her sister, but something told her that this filly was strong enough to stop her in her tracks if she tried to run. Defeated, Trixie sighed and glared at Silver Spoon.

"Alright, so the subject of this conversation is...?"

"You see," Silver Spoon trotted over to Trixie and met eyes with her, "As I stated before, the one meant to wield the light was actually another. Despite this, she chose you. I want to know why."


As the monster got closer to the castle, Twilight and Octavia ran out, now wielding their trademark weapons; a laser gun for Twilight, and a bazooka for Octavia. When the monster was in their sites, Octavia stood on her hind legs and readied her bazooka next to Twilight, who seemed shocked when she saw the monster up close.

"Wait... this looks like..." Twilight said.

"Twilight, what's wrong?" Octavia asked.

"I know this monster... is it...?" as if to answer her question, the monster's mouth started vibrating, summoning a swarm of bugs their way, "It is! Insectus!"

"Insectus? What's that?" Rainbow Dash asked from her communicator as Octavia started firing at the monster and the bugs.

"Last month, one of the insect experiments got away," Twilight explained, "It must have evolved!"

Twilight started firing at Insectus as well, but the bugs defended it, allowing it to get closer to the castle. Octavia raised an eyebrow looking at it move, as it seemed to be ignoring them entirely.

"Why doesn't it fight us?" Octavia asked, "It acts like it doesn't even care about us."

"Guys, it's heading is still the castle!" Vinyl said from MARES Wing #1.

"The castle..." Twilight thought to herself, "It must be going..." suddenly all the color faded from Twilight's face as a horrible realization came to her, "The lab! It's going to attack the lab!"

"That's where the students are!" Octavia said.

"I'll contact Applejack," Twilight said pulling out her communicator, "She needs to know about this!"


Back inside the lab, one of the students looked out a window and noticed three beetles flying near the window in an odd formation. He turned his head to the side in confusion, but then noticed that the colorful butterfly in the tank next to him got really agitated.

"Um, is something wrong with this one?" he asked the nearest adult, which turned out to be Fluttershy.

"Let's see," Fluttershy trotted over to the tank and examined it closely, "What's wrong hon-" Fluttershy then stepped back from the tank in fear, as if she heard or saw something awful.

"Miss?"

"Get away from this tank! This butterfly is-"

"AHH!!!!" Sweetie Belle screamed from the other side of the room. Fluttershy turned and saw the red hercules beetle tackling the glass of its tank trying to get out. Rarity ran up to of her with her larger rapid fire laser ready.

"Sweetie Belle, get behind me!" Rarity commanded. Sweetie Belle wasted no time getting behind her sister, who was looking at the beetle intently. Oddly, it looked like it was staring her down too.

"Rarity! We need to evacuate these students!" Fluttershy said, confusing Rarity.

"What's going-"

"The bugs are saying that they're revolting!" Fluttershy said. Rarity was wide eyed, as she knew Fluttershy could talk to animals. Before she could say anything, tanks from all around the lab started exploding, and the bugs inside flew out and started swarming around the students and scientists, who were all screaming and running around the lab.

Apple Bloom tried to run to the exit, but she saw a swarm of bugs actually outside the castle. She backed away from the door and turned around, seeing two large beetles approaching her.

"No..." Apple Bloom sobbed, her entire body trembling, "Help me..."

The beetles were shot by a laser and killed, and Apple Bloom saw her sister running up to her.

"Apple Bloom, ya alright?" Applejack asked as Apple Bloom ran over to her and hugged her.

"What's goin on? Why are these bugs attackin?" Apple Bloom asked in a shakey voice.

"Twilight said there's a monster outside commandin the bugs," Applejack explained.

"A monster? Will Ultramare come ta save us then?" Apple Bloom asked. Applejack nodded with a confident and comforting smile.

"That's right," Applejack said, "She might not get here right away, but she'll be here."

"Leader!" Fluttershy said galloping over to them, "I can't find Trixie or Silver Spoon!"

"Ya ain't gotta worry about Trixie," Applejack said, "Nothin else, Ah'm sure she and Silver Spoon are tagether."

"Well, if you're sure," Fluttershy said, still really worried. Apple Bloom looked at Applejack though, as she noticed something concerning what she said about Trixie. Something all Ambrosia's could tell.

She wasn't telling the whole truth about Trixie.


"Is that..." Trixie asked looking out at the monster as it walked past the window.

"Through heavy magical injections, Insectus evolved into what you're seeing right now," Silver Spoon explained, "It also gained a pony level intelligence, so it can communicate with other insects. As of right now it's probably attacking the labs."

"Then I have to go!" Trixie said about to run back into the lab.

"You're fine," Silver Spoon said, stopping and frustrating the hell out of Trixie, "No one is in any immediate danger yet."

"But how do you-"

"One of the scientists is also a receptor for the Villati Overmind," Silver Spoon explained, "I can see through his eyes everything that's happening."

Trixie took a deep breath to control herself, but she was really frustrated with this filly. She turned back around and walked over to Silver Spoon.

"What do you mean when you said that Ultramare's power was supposed to go to somepony else?" Trixie asked.

"Exactly what I meant," Silver Spoon said, "I had originally planned for Ultramare to be sent to one of the Elements of Harmony in preperation for their return."

"Who's return?" Trixie asked.

"You fought them before. They are called the Kille," Silver Spoon explained walking around Trixie, "The Kille is similar to myself, only they are a hive mind, while I am a collective consciousness."

"Not seeing much of a difference between the two," Trixie said honestly.

"There's a world's difference, actually," Silver Spoon stopped and looked out the window, "You see, the Kille force everyone to join its hive. When that happens, the pony ceases to be who he or she was, and can only, only, think what the hive wants. I do not force anyone to join me, however, nor do I take away what the pony has as an individual. I am still Silver Spoon, with all of my thoughts, feelings, dreams. However, I'm also the Villati Overmind. So you see, instead of forcing other ponies to become a part of me, I become a part of them."

This was so creepy to Trixie. She could tell that something else was speaking through Silver Spoon, but that something did feel like Silver Spoon.

"But why did you choose Silver Spoon?" Trixie asked, "Or I guess I should ask, why did the Villati Overmind choose you?"

"I know this is confusing," Silver Spoon stated, "But I assure you, I did this of my own free will four years ago."

Again during the Equestrian Evolution of Magic, which was slowly becoming less of a miracle the more she heard its name.

"So how does this connect to the Kille, or Ultramare?" Trixie asked.

"As I said earlier, the light was planned for someone else," Silver Spoon said, "Ultramare however, took it upon herself to instead grant the light to you, rather than the pony we planned for, Do you have any idea of why she chose you?"

"Honestly, your guess is as good as mine," Trixie said, "I never asked for this power, nor did I ask to be drawn into all of this craziness. I just want to help Twilight and the Elements of Harmony put a stop to these monster attacks."

Silver Spoon tilted her head in confusion, "You don't seek glory?"

"No!" Trixie said, actually appalled that the Villati Overmind (who she figured she was talking to right now) would suggest that.

"But this is a great power, and you are the Great and Powerful Trixie. This is a big chance for you to finally become a hero, is it not?"

"I'm done with all of that," Trixie stated, "All I want is to help the ponies in front of me."

"So would you do so even if you didn't have the power of Ultramare?"

"Without question."

Silver Spoon looked taken aback, and a little more confused when she said that.

"About this other pony," Trixie asked, "You said that it was one of the Elements of Harmony. Who did you originally plan to give this power to?"

"Originally," Silver Spoon said, "The host for Ultramare was meant to be the one you call Twilight Sparkle."

Trixie's heart leaped out of her chest. Twilight was originally supposed to be Ultramare? If that was true, then why did Ultramare choose her? If she did choose Twilight, would Twilight have to fight these monsters just like Trixie was?

"Your fears are not misguided," Silver Spoon said, "Twilight's life would be in danger, had Ultramare chosen her. However, now your life is in danger as well."

"What do you mean?" Trixie asked, as there was still so much she didn't understand about this power.

"When you activate the light, you must merge with it, and become everything that is the light," Silver Spoon stated, "This means that whenever Ultramare fights, that's also you fighting. You give her life in this world."

"I figured as much," Trixie stated, "I remember mostly all of the fights now. At first the memories were always fuzzy, but now I remember them as if I did all the fighting."

"That's because you and Ultramare are one. While this means that the power is yours, this also means that the danger is also yours."

"Danger? What danger?" Trixie asked, now afraid for what she meant.

"Ultramare's power is constantly depleting," Silver Spoon answered, "You can't feel it, but you are alerted when your powers are running out."

Trixie thought back to all the fights she had as Ultramare, and remembered the constant thing she always remembered. The Color Timer. It flashed red at around the same time in all of her fights, usually after she had been fighting for about two to three minutes.

Now that she thought about that, she didn't exactly know what that meant.

"You remember it, right?" Silver Spoon asked, "The warning light on Ultramare's chest?"

"Yeah," Trixie asked, "What is that exactly? I feel like Ultramare knows, but I'm still confused. Is that saying that she's running out of power?"

"Yes, and that's where the danger comes. For you see, that light is Ultramare's remaining life force. When she's low on power, the light turns red and flashes, letting you know that she's running out of time."

"Running out of... time?"

"If Ultramare runs out of power, both of you will die."

The whole world stopped when Trixie heard those words. She was always under the assumption that if she ran out of power she would simply revert back to her regular form. She didn't think that her life was actually in danger.

"Now, if you wish," Silver Spoon said, "I can set you free from this destiny."

"Set me... free?" Trixie asked through her shock.

"You are not an Element of Harmony. Other than the power of Ultramare, you are a regular Unicorn. There's no reason why you should have to fight. However, Twilight Sparkle is the Element of Magic, and the student of Princess Celestia. I can give the light to her, and you can return to your regular life as a show pony. No more fighting, no more getting shot at, and best of all, your life will no longer be in danger."

Trixie, as sad as it was, had to think about that. She didn't know that joining Ultramare would mean she would be putting her life on the line like this. She didn't want to fight in the first place, so she sure as hell didn't want to die. She looked down at the Element of Light, which was in a way her personal Element.

"If Twilight became Ultramare, like I did, then she would have to put her life on the line just like me..." Trixie reasoned, thinking of Twilight and all the things she had to go through.

~thump thump~

"So I would be passing this light, and the danger that comes with it, to her," Trixie said, trembling as the thought of that invaded her mind.

~thump thump~

"She'd never have peace. On top of everything else that's going on with her, she'd have to fight just like me."

~thump thump~

Trixie held her head in frustration, as the fear and confusion built up. She didn't want this, and the Overmind was saying that it could set her free. But in doing that, she would have to...


Outside, Insectus had finally started paying attention to MARES, and was firing it's electric beams at MARES Wing #1, which was flying all around it to get out of the way.

"Leader, what's it looking like inside?!" Rainbow Dash asked, picking up her communicator.

"The bugs are a lot stronger inside, but there ain't as many," Applejack said, "Ya'll ain't got nothin ta worry about. Jus' keep the monster from gettin ta the castle."

"Roger that Leader," Rainbow Dash said, "Vinyl, how ya holding up back there?"

"I'm fine, don't worry," Vinyl said, "I'm just happy I'm not outside right now."

"You're afraid of bugs, aren't you?" Rainbow Dash asked, ready to tease Vinyl about it.

"YES!" Vinyl said immediately, shocking Rainbow Dash, "I can't stand bugs! They have so many legs, and their bodies are just..." she squealed in fear, almost like Fluttershy would, but louder, "I hate them!"

Rainbow Dash nodded slowly, and turned back to the front of the ship, still amazed that the real DJ Pon-3 was such a girly girl.


Outside, Twilight and Octavia ran over to the side of Insectus, and fired their weapons at it, but a swarm of bugs flew in their way blocking their attacks. They then flew toward them and starting swarming around the two MARES officers.

"AHH!!!" Octavia screamed, "They won't leave me alone!"

"This is too much!" Twilight screamed. She then looked up and saw Insectus turning to them. It then fired at the ground near them, knocking them both back.


Something inside Trixie woke up at that moment. She heard a scream in her head. It was Twilight!

"She's in danger!" Trixie said getting up, "I have to go now, I'm sorry!"

"So are you saying that you wish to keep the power?" Silver Spoon asked, stopping Trixie before she could run off, "Is the power worth more than the danger?"

"This isn't about the power!" Trixie said turning a bit to Silver Spoon, "There's somepony I want to protect, and I can protect her with the light!"

Silver Spoon nodded, and moved to the side, "It'll be faster if you use one of the balconies."

Trixie nodded and ran past Silver Spoon, searching for the nearest balcony. Silver Spoon stayed where she was looking down.

"Courage," she said to herself, "A desire to protect something precious. Is that why you chose Trixie Lulamoon?"


In the labs, the bugs were closing in on the students and scientists, who were huddled together in a corner as Rarity, Fluttershy, and Applejack fired their guns at the bugs keeping them away.

"I wish we didn't have to kill them!" Fluttershy cried.

"They're as good as monsters to me now!" Rarity said venomously, "If you have a problem, move aside and let me do all the shooting!"

"Oh Rarity..." Fluttershy said, still feeling sad for her best friend, and how she decided to cope with giving up her civilian life for MARES.

"This is terrible!" Sweetie Belle cried, tears of fear in her eyes, "Why is this happening now!"

"I still can't find Silver Spoon!" Diamond Tiara said, "Where is she?!"

Apple Bloom looked to the side and saw a way out of the castle. This was too much for her, and she had a strong desire to run away from this.

So she did just that, and ran away.

"Apple Bloom!" Applejack called out when she saw her sister running to the door, "That's too dangerous!"

"Ah can't be in here!" Apple Bloom cried in full panic mode. Applejack shook her head and ran after her sister, who sadly was a faster runner than she was.

"Leader!" Fluttershy called out.

"Stay back!" Rarity said pushing Fluttershy aside and firing point blank at a beetle about to hit her, "We have a job to do here! Don't forget that!"

"R-right!" Fluttershy said, a little afraid of Rarity. She always got so intense when there was a monster attack. Like she was a completely different pony.


Trixie found a balcony that was looking out at the fight. From here she could see that Twilight and Octavia were safe, so that was good. However, she looked back at the front entrance and saw Applejack's sister running out of the castle, straight into the danger zone.

"What is she doing?!" Trixie asked, noticing Insectus turning to her. Applejack trusted her to protect Apple Bloom, so that was what she would have to do.

Right on time too. The Element of Light started flashing.

Trixie stepped back, and activated her horn. She then ran to the edge of the balcony and leaped off, merging with the light as she did so.


Apple Bloom stopped running when she saw Insectus looking right at her. It charged up it's top pincer, getting ready to fire at her. She was frozen, she didn't know what to do.

"Apple Bloom!" Applejack called out, running up to her sister and grabbing her in a hug to defend her. There was no time. Insectus fired right as she reached her.

Both of them heard a loud ghostly scream in pain. Applejack looked up and saw a sight that made her smile.

"Ultramare!" Apple Bloom cried out, looking at the giant that was shielding them from the blast. After the attack ended, Ultramare fell to one knee meeting eyes with Applejack.

"Thank you, Ultramare," Applejack said with a smile. Ultramare nodded in response, and Applejack took Apple Bloom and ran someplace safe, silently thanking somepony else as well.

Ah knew Ah could count on you.


Ultramare stood up and got in a fighting stance. Insectus started by firing its electric blast at her, but she held up her hand creating a shield defending herself. Using her shield she pushed the attack back, hurting Insectus.

Ultramare then ran over to Insectus and slammed her fist into its side. She then kicked it in the side, but Insectus used one of its pincers to hit Ultramare in the side, but Ultramare blocked the attack. Insectus then fired its electric blast at Ultramare, knocking her back.

Taking the opening, Insectus then began slashing Ultramare with its pincers, but Ultramare blocked most of them. When it fired it's electric blast again, Ultramare did a back flip out of the way. Insectus then shocking stomped its foot and ran after Ultramare grabbing her with its pincers.

Ultramare threw Insectus to the side, knocking it on the ground. As Insectus awkwardly stood up, Ultramare gathered energy into a ball in front of her chest, and then threw one of her arms out firing a stream of light at Insectus.

The blast never hit it though, as a swarm of bugs appeard to defend it. Insectus' mouth started vibrating, and a swarm of bugs flew into Ultramare's face. Ultramare tried swating them away, but they were too small for her and they wouldn't leave. Insectus then fired it's electric blast at her, this time knocking her to the ground.

Insectus walked over to her, and Ultramare kicked Insectus away. She got up and rushed over to Insectus, tackling it and knocking it back a bit. Still holding onto it, Ultramare then kneed Insectus in the stomach, but Insectus hit Ultramare in the back knocking her to the ground.

As she got to her knees, a large cluster of bugs swarmed around her. She couldn't see, nor could she swat them away. Insectus then started hitting Ultramare with its pincers, taking advantage of her blindness at the moment.

"This is terrible!" Twilight said, "Everytime she gets an opening the bugs get in her way!"

"How is it commanding them?" Octavia asked, "If we knew that then we could do something!"

Apple Bloom looked at Insectus closely, noticing how its mouth vibrated. When that happened she also noticed that it made a weird sound, like a cicada, only louder.

"Applejack, it's that sound!" Apple Bloom said.

"The sound?" Applejack asked.

"Some bugs use vibrations ta communicate! That's how it's commandin them!"

"Yes, that's true!" Fluttershy said through Applejack's communicator, "The cicada's sound for example is a mating call!"

"This thing has evolved to the point that it's super intelligent," Octavia reasoned, "There's nothing saying that it can't use those same methods for something like commanding an army."

"And if it uses those methods on other insects then they'd be able to understand it," Twilight added, "Vinyl, can you find a way to stop that sound?"

"I can try!"

"Well, try hard," Applejack said, "Cause Ultramare ain't lookin too good!"

Ultramare stood up, her Color Timer flashing red, and threw a punch, but Insectus moved backward to dodge as the bugs were still flying in her face. Insectus then fired its electric blast at Ultramare, knocking her back. Ultramare got up, and looked down at her Color Timer. She then looked down at Twilight, who was looking up at her in fear.

Ultramare tightened her fist, and then forced herself up. She ran over to Insectus and kicked it in the chest. Insectus fell back a bit, but then tackled Ultramare back, and fired its electric beam at her. Ultramare kicked Insectus in the side, but then Insectus summoned its insect swarm again, and they flew into Ultramare's face stopping her.

"Vinyl, how we doin?!" Applejack asked.

"Okay, I think I got it!" Vinyl said from MARES Wing #1.


"Apparently there's an organ in its mouth that creates the high frequency noise!" Vinyl explained, "If something hard hits that then Insectus won't be able to command the insects!"

"But every time we try to fire at it it sends more bugs in the way!" Rainbow Dash said.

"Then leave it to me!" Octavia said from the surface.


Octavia ran up to Insectus and stood on her hind legs, readying her bazooka. When Insectus turned around, Octavia started charging up her bazooka.

"Hope you like it spicy!" Octavia shouted firing her bazooka at Insectus' mouth. It made some sort of high pitched cry, suggesting that it hurt a lot. At the same time, the bugs that were surrounding Ultramare flew away.


Inside the labs, all the bugs that were attacking suddenly stopped and flew out of the lab. Sweetie Belle and Diamond Tiara hugged while Fluttershy fell to the floor exhausted.

"Looks like they did it," Fluttershy said.

"Hmph," Rarity said looking away dejected, "I missed all the action then."

Silver Spoon ran into the lab and met eyes with one of the scientists. Both of their eyes had numbers running through them for a second, and then Silver Spoon looked out the window at Ultramare and smiled. Somehow looking at Ultramare right now, it made sense to her.

"The light is in good hooves, Trixie," Silver Spoon said.


Ultramare looked around, breathed out in relief, and then looked at Insectus, who was trying to make its sound to call for help. When it realized no help was coming, it stepped back in fear. It knew what was coming.

Ultramare gathered magic into her arms, and threw them out to her sides. She then brought them together in a cross, and fired a large white beam from her arm. The beam met Insectus and in a few seconds it exploded.

Ultramare stood straight up, and looked up at the sky. She then jumped up and flew away, disappearing into the clouds.

Applejack watched Ultramare fly away, and then hugged her sister, "Are ya alright, Apple Bloom?"

"Ah'm fine," Apple Bloom said, "But what about Ultramare? Will she be alright?"

Almost on cue, Trixie ran out from another corner. Applejack smiled looking at her.

"Yeah, Ah'm sure Ultramare is fine."


After seeing the students off, Trixie sat on a balcony of the castle, looking at the Element of Light.

"So I really am Ultramare," she said as the realization hit her. To some it might seem silly, but now she understood exactly how the power worked. Ultramare was light, and Trixie gave that light form. The two of them merged together and fought as one.

That meant that if one died, so did the other one.

"At first I thought that Ultramare made a mistake," Trixie heard from behind her. She looked back at the castle and saw Silver Spoon standign there, "But now I see what Ultramare saw in you. You now hold other ponies in higher regard than yourself, and are willing to defend those even at the cost of your life. You have, within you, a powerful light of your own."

"I have light within me?" Trixie asked, getting a nod from Silver Spoon.

"I took a look at the Elements of Harmony, and I see that all six of them suffer from darkness of some sort. It appears that the incident four years ago left their mark on them, some more than others. Ultramare saw that, and was drawn to the brightest light. That was you."

"You keep mentioning that, the Equestrian Evolution of Magic. What happened on that day anyway?"

"Don't you think it's odd?" Silver Spoon asked, "The biggest event in Equestrian history, and no pony can remember it."

Now that Trixie thought about it, why didn't anypony remember that day?

"One day, you will be forced to know the truth," Silver Spoon said, "But that day isn't for a long time. For now, just focus on protecting the life that is most precious to you."

Silver Spoon turned and walked away. Trixie ran after her, about to ask why she was even still there, but she was already gone.

"She does that on purpose," Trixie said, not knowing the pony walking up behind her.

"Who does what on purpose?" Twilight asked, surprising Trixie. She turned around and saw Twilight wasn't wearing her MARES uniform. Faust, this mare looked amazing in anything she wore, but somehow her true beauty shined when she wasn't wearing anything.

~thump thump~

"Don't worry about it," Trixie said, "Um, do we know when Pinkie Pie is coming back?"

"She said that she'll be able to come back tomorrow," Twilight said, "She feels bad that she missed the action, but the doctors insisted that she rest a bit longer."

"I see," Trixie said, looking down as an awkward feeling came over her. Twilight herself was looking away, rubbing her foreleg.

"You're still wearing your uniform," Twilight said.

"Yeah, I planned on changing when I got home," Trixie said, "You already took off your uniform though."

"Oh, yeah well, clothes aren't a necessity, and wearing that uniform all the time gets uncomfortable," Twilight reasoned. Trixie nodded in agreement, followed by a few seconds of awkward silence, the only thing Trixie could hear was her beating heart.

~thump thump~

"Well, I better get some rest," Twilight said, "I'm exhausted, you know?"

"Yeah, that was an intense fight," Trixie said. Twilight turned around and slowly walked off. The further she got though, the more Trixie's heart hurt. She looked so lonely, and her fear was obvious. Was that the darkness she was dealing with? Her fear?

"Twilight, wait!" Trixie called out, stopping Twilight, "I don't like you here alone. Sure, you have the knights and Princess Luna, but other than that there's no one. I have... another room at the house you got me, so..."

Twilight turned around and looked at Trixie expectantly, "Are you asking me to stay with you?"

"W-well, if you want. I mean, there's nothing forcing you to live with me," Trixie said nervously, "Actually, it might be weird. Two grown mares living together. But it wouldn't be anything romantic. Not that I want it to be romantic or anything. I mean, maybe it could be- uh, that came out so wrong!"

Twilight giggled and then looked at Trixie with a smile. She then walked over to Trixie and hugged her, her sweet scent invading Trixie's nostrils.

"I'd love to live with you, Trixie. Thank you."

"You're welcome, Twilight," Trixie said, returning the hug. She didn't know what was going on with her, but she knew one thing. Being this close to her confirmed it.

She was falling in love with Twilight Sparkle.


"Love, huh?" Rarity said, looking at Twilight and Trixie embrace, "What a joke."

She turned and walked out of the castle, allowing her hatred for the monsters to fill her. She'd make them pay for taking away her happiness. Four years ago, she had everything she ever wanted. Now cut to four years later, and all she had was a black book, and a bunch of unresolved feelings.

They'll pay!
All of them will pay!