• Published 3rd Sep 2012
  • 3,424 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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Fluttershy's Torment

Probably my longest episode. Hope none of you mind the length.

Fluttershy's Torment

Ultramare vs Hoe (Ultraman 80)

Things had been slow that week for MARES, something that was appreciated by everyone. They didn't take this time to slack off, but they did take the time out to rest, so they'd be in top form just in case.

Oddly, the one who would have normally loved this period of relaxation was the one who was the most anxious. Fluttershy, who specialized in monster analysis and hated being on the field, found herself beginning to question her worth to the team. Twilight and Applejack had been coming to her less and less, and she wasn't good at field work, so she didn't even get called for that.

As such, it was a relaxing day like this that she felt the most useless. The only time she was useful was if there was a monster attack, and even then she had to wait for someone to contact her. The few times she was out on the field were special moments when they needed her support, or she was just at the wrong place at the wrong (or right) time.

Maybe they will forget me one day...

She walked into the main control room, where she saw everyone minus Trixie at various areas, some doing work and some just talking. Maybe she wouldn't be totally useless today.

First Fluttershy walked over to Octavia, who had taken on the job of regular navigator and Twilight's personal assistant. Even she could go into battle and often times would, as she had the best weapon on the team. Currently she was working on the computer.

“Hello Octavia,” Fluttershy said softly, actually startling the gray earth pony as she was so in the zone.

“Oh, Fluttershy, you move so quietly,” Octavia said.

“I'm sorry. Um, what are you working on?” Fluttershy asked.

“Nothing too important. I'm just keeping a surveillance on Canterlot. Really, it's minor work, but someone has to do it.”

“I see, so... you don't need any help?” Fluttershy asked with a hint of hopefulness in her voice.

“Oh no, I'll be done in a few short minutes,” Octavia explained. Fluttershy sighed to herself before walking off.

Okay, Fluttershy thought, I'll try Applejack and Twilight next. Both of them were looking up at the main screen which showed Cloudsdale being repaired after the last monster attack.

“It's a good thing we were able to destroy that monster egg,” Twilight said.

“Tell me about it,” Applejack sighed, “That could have been a major problem otherwise.”

“Um... excuse me,” Fluttershy said behind them. Thankfully they weren't startled, but they did look rather serious.

“Yeah Fluttershy?” Applejack asked. Faust, she had gotten really scary and stern since MARES was formed.

“I w-w-was wondering if y-you needed m-m-me to take care of anything...” Fluttershy stuttered, suddenly Applejack's gaze had become painful.

“Ah... think we're good here, ain't we Twilight?” Applejack asked Twilight, who nodded.

“Yeah, we're fine,” Twilight said smiling, “Honestly, I don't know if you'd be much help here anyway.”

“Y-you're probably right,” Fluttershy said, hiding how much that statement really hurt. She knew that Twilight didn't mean it that way, but still...

She walked over to Rarity, who was standing outside the balcony looking at the sky. She stopped short though, as she remembered that she and Rarity hadn't really seen eye to eye as of late. That was her best friend, and always would be, but she was worried about her.

Rarity looks like she's in deep thought anyway, Fluttershy thought, deciding it would be best to just leave her to her thoughts. As she walked back into the control room she saw Rainbow Dash, Pinkie Pie, and Vinyl sitting by the central table talking. Vinyl had said something that was apparently supposed to be funny, because both Pinkie Pie and Rainbow Dash burst out laughing.

Using a technique that Rarity had taught her, she got in close to their conversation and started laughing too, hoping to just blend into their conversation. It didn't work. Vinyl, Dash, and Pinkie all stopped and slowly turned to look at Fluttershy like she was crazy.

“Um, can we help you?” Rainbow Dash asked. Fluttershy tried to say something, anything, but nothing came out. Instead, she just lowered her head and walked off as quickly as she could to spare herself from more embarrassment.

She walked back to the main entrance and looked at everyone in the room. All of them had something they could do, or just related to someone in the room. It had been so long though, that now Fluttershy didn't feel like she knew any of these ponies, not even her friends.

I can't relate to anyone...

She took note of how none of them, not even Rarity when she walked back in, acknowledged her standing there. Octavia had been startled by her sudden appearance, and Rarity hadn't even turned to look at her.

They were forgetting about her.

Now getting really upset, she stormed out of the main control room, rushing past Trixie who was approaching the control room.

“Excuse me!” Fluttershy cried as she galloped down the hall. She didn't turn around, so she didn't see the startled look on Trixie's face, nor when it switched to one of concern.


“Hey, does anyone know what's wrong with Fluttershy?” Trixie asked as she walked into the control room.

“Fluttershy was here?” Rarity asked, “My, I didn't even notice when she walked in.

“How could you not notice her?” Rainbow Dash asked, “She was standing right behind you for a good minute.”

“She moves so daintily though, it's hard to notice her when she moves around,” Rarity reasoned.

“I concur,” Octavia said, “She scared the hell out of me a few minutes ago. I think we need to put a bell on her or something.”

“She was acting weird though,” Vinyl said.

“Yeah, she just started laughing for no reason,” Pinkie Pie added, “Afterward she just walked off.”

“You know, hasn't Fluttershy seemed a little more sensitive than usual?” Twilight asked Applejack.

“Ya know, maybe a little,” Applejack reasoned, “Trixie, Ah'm sorry ta ask, but could ya track her down and check on her?”

“Yeah, I'm on it,” Trixie said galloping out of the room to find Fluttershy. Rainbow Dash turned to Applejack and raised an eyebrow.

“Why send Trixie?” Rainbow Dash asked, “No offense to her, but wouldn't Pinkie Pie be a better choice?”

“There's jus' somethin about Trixie,” Applejack stated, “She has this... light about her that relates to ponies really well.”

“Eh, I guess,” Rainbow Dash said shrugging her shoulders.


The castle was pretty big, but Trixie knew of a few places that Fluttershy would go. Actually, she knew a lot more about Fluttershy then most ponies thought, since she paid so much attention. Because of this, she knew that Fluttershy always went to the castle gardens when she was thinking about stuff or upset. She didn't think anyone heard her or noticed when she ran off by herself in tears, but Trixie did.

And it was beginning to worry her.

Sure enough, when she reached the garden, she saw Fluttershy lying on her back in the flowers, looking up at the sky. With her mane and tail flowing out on the grass, and the way she was positioned, she looked almost like a goddess.

Trixie knew that she only had eyes for Twilight, but that didn't mean she couldn't appreciate another mare's beauty.

“Everyone's worried about you,” Trixie said walking out.

“Really?” Fluttershy asked slowly and distantly, “I'm surprised they even noticed I left.”

“They're your friends, Fluttershy,” Trixie said sitting down next to her, “Of course they noticed you.”

“Hmph, friends... right...” Fluttershy said darkly, looking away. To anyone else, seeing such a dark expression on the Element of Kindness would be blasphemous, but not to Trixie. In fact, being in MARES for the last few months had shown her that the Elements of Harmony were still ponies.

Just like how the Element of Generosity could be selfish, the Element of Kindness had to have things that upset her. Everyone had a breaking point, and it looked like Fluttershy was hitting hers.

“What's wrong?” Trixie asked. Fluttershy tensed still not looking at Trixie.

“Why do you want to know? We're not friends or anything,” she said softly, sounding like she would start crying any moment.

“Well, I'd like to change that,” Trixie said, “I figure it's easier to work with someone when you're friends with them. What's that saying? Friendship is magic... or some bullshit like that?” Fluttershy laughed silently, but Trixie noticed, “Ahh, I saw that. You laughed, so as a rule you're not allowed to be sad or angry anymore.”

Fluttershy sat up elegantly, “What rule is that?”

“It's the rule of a performer,” Trixie explained, “My job was to make people smile, and if someone in my audience was sad, I would make them smile, and then tell them that I negated their sadness.”

“You remind me of Pinkie Pie a bit,” Fluttershy said, “More reserved than Pinkie Pie, but still...”

“I... guess that's a compliment?” Trixie said/asked, unsure if she liked being compared to Pinkie Pie, “But seriously, I'm worried about you, so that's why I asked.”

Fluttershy looked down at the grass sadly for a few seconds before speaking, “I don't belong here...”

“What? Where on Earth did that thought come from?” Trixie asked.

“Come on, you noticed me, so you had to have noticed other things too,” Fluttershy turned away frowning, “I'm never requested directly to go onto the field, monster analysis can be done by Octavia just as easily, I can't even carry a conversation with my so called “friends” anymore,” she started trembling as tears fell down her cheeks, “They don't need me here... Soon they'll forget all about me...”

“Fluttershy, they won't-”

“Half the time they don't even notice I'm in the room!” Fluttershy shouted, now glaring at Trixie, who wanted to refute it, but couldn't. Hell, Rarity apparently didn't even notice her, and she was right behind her apparently.

“Oh Fluttershy...” Trixie said sadly.

“It's always been that way!” Fluttershy continued, “I bet they don't even want me here! “Why is she still here?” “She can't add anything!” Why don't they just come out and say it to my face?! Tell me that they don't need weak, sensitive, helpless Fluttershy around taking up space anymore!”

“Stop!” Trixie shouted taking Fluttershy by the shoulders, “Listen to yourself. Your friends don't think those things at all. Leader was the one who sent me here to check on you.”

“What a surprise,” Fluttershy said laughing sadly, “Applejack sends her star child here instead of coming here herself.”

“Fluttershy-” she was cut off as Fluttershy stood up.

“I'm going home,” Fluttershy said, “I'll see you tomorrow, maybe. Assuming I don't just disappear tonight.”

With that she trotted off. Trixie was about to call after her, but she saw something odd. A black aura emanating off of Fluttershy.

That one... is especially dark.

“Yeah, I see,” Trixie said, knowing that Ultramare was the one who spoke to her. She didn't say much, usually letting Trixie live her life and only alerting her when it was time to use the Light. When she did speak though, it was something important.

Trixie closed her eyes, picturing herself in a black void. Standing in front of her was Ultramare, though smaller. Still bigger than Trixie, but only a by a few feet.

“Can we do anything?” Trixie asked Ultramare.

I am unsure,” Ultramare admitted, “The depths of her darkness is deep, almost down to her heart. What Element does that one represent again? Kindness?

“Yeah. That's why this is so weird. She's usually so nice. Seeing her like this is...”

The kindest souls often possess the darkest hearts. She is no different. Perhaps she isn't so much the kindest one in the room, as much as she is the quietest one.

Before Trixie could ask Ultramare to elaborate, she felt a presence next to her. She opened her eyes and saw Applejack standing there.

“L-Leader...” Trixie said, wondering how long she was standing there.

“So? What do y'all think?” Applejack asked. Was that a slip of the tongue? Or...

“Fluttershy? She's got a lot of built up anger. Leader, what kind of pony is she?”

“She's always been the quiet type,” Applejack said, “Quiet, yet as sweet as can be. Never spoke ill of anyone as far as Ah know.”

“No one is that nice,” Trixie said, “It's impossible for someone to go their entire life and not dislike or hate someone even a little. It's just equine nature.”

“Ah always thought she was special in that regard,” Applejack said, “That she was just the one pony in the world that loved everyone an' everything.”

“I'm sure she is a special pony,” Trixie stated, “After all, it takes a truly special pony to smile at someone they hate with all their heart.”

They left it at that, both of them watching Fluttershy walk off in the distance, praying that she would be okay.


That following night, a strange meteor crashed onto Earth, near the city of Canterlot. Its flight put if right above Fluttershy's apartment before it landed in the plains west of Canterlot City.

Fluttershy, who was asleep at the time, began tossing and turning in her bed. In her dream, she found herself in the MARES HQ, surrounded by her friends.

“Hello?” she asked looking around, “I'm here.”

She heard a groan from everyone in the room.

“Great,” Rainbow Dash said, “Fluttershy is here.”

“It was such a great day, too,” Pinkie Pie said with a sigh. Fluttershy didn't know where that came from, but she shook it off and went to her terminal.

Just for Octavia to shove her to the ground and take her seat suddenly.

“Ahh! Octavia, why did you-”

“This is my section!” Octavia said, “I can do everything myself.”

“But my job is monster analysis,” Fluttershy said, “I need to be at that computer in order to-”

“Does anyone see a monster around?” Vinyl asked harshly, “Because I sure don't.”

“Actually,” Twilight said walking up to Fluttershy, Applejack right next to her, “We've decided to just let Octavia handle navigation and monster analysis.”

“Better than havin ya here takin up space jus' so you can do the one thing yer good at,” Applejack added.

“But then... what's my job now?” Fluttershy asked trembling, “Will I be moved to full time field officer?”

“Please no,” Rarity urged from across the room, “I don't need her getting in the way when I'm on the hunt.”

Ouch! Rarity was supposed to be her best friend! To say something like that...

“Well, there ya have it,” Applejack said, “Ah guess yer services ain't required here anymore.”

“W-what?” Fluttershy cried, “B-but... what am I going to do now?”

“You can always disappear,” Twilight said, shocking Fluttershy.

“Yeah, I think that's best,” Pinkie Pie added.

“Smartest thing I've heard all day,” Rainbow Dash stated.

“N-no!” Fluttershy cried, “I don't want to disappear!”

“Ugh, you're constant screaming is annoying me!” Rarity shouted covering her eyes, “Do you have any idea how irritating it is hearing you talk?!”

“Rarity...” Fluttershy said, “I though... I thought we were...”

“What? You thought we were best friends?” Rarity said sauntering over to Fluttershy, “I'm a hunter now, so I don't have room for friends. Which means, I have no more use for you.”

Fluttershy was more hurt now than ever. Her best friend had thrown her away. Ponies she had known for years just turned their backs on her. Sure, she suspected this would happen, but deep down she had hoped that it wouldn't.

“I... trusted you...” Fluttershy said backing away, “You were my best friend... To say that...” Fluttershy couldn't stop the tears, “To say something so horrible to me... I... I...”

In her bed, Fluttershy had stopped tossing and turning, but she was now crying in her sleep. As she lived alone, no one knew what she said in her restless sleep.

“I... hate you...”


Today was the opposite of yesterday, as it was relatively busy. Octavia was busy typing on her computer, looking rather intense this time. Twilight and Applejack were in their seats calmly waiting and going over some information that had just come in, and everyone else, Trixie and Rarity included, were in the base talking either about the unusual signals, or Fluttershy.

Speaking of which, the door opened and Fluttershy walked in. Unlike yesterday, everyone turned to her. She stopped and looked around at everyone.

“What?” she asked, slightly harsher than usual.

“Uh... We were wondering how you were doing?” Twilight asked.

“Ya left early, so we thought ya were upset 'bout somethin,” Applejack stated.

“Fine,” Fluttershy said curtly, walking over to her station. As she logged into her computer, Rarity walked over to her.

“Fluttershy, about yesterday...” she started, “I heard that you had approached me, but I didn't take notice. I know I've been rather distant lately, but that's no reason to treat my best friend like she's invisible.”

Oddly, when Rarity said “best friend” Fluttershy tensed up. Her expression became really dark too. Rarity made no indication that she noticed, instead leaning in and placing a hoof on Fluttershy's shoulder.

“What do you say after work today, we head to the spa together?” Rarity asked, “It's not the same as Aloe and Lotus' place, but it should-”

“I have work to do,” Fluttershy said suddenly, not looking up once, “I can't talk right now.”

Rarity was taken aback by how up front she was, but she nodded slowly.

“O-okay then,” Rarity said, “We'll talk later.”

She went back to Rainbow Dash, Pinkie Pie, Vinyl, and Trixie, all four of them looking at Fluttershy concerned.

“Geez, someone woke up on the wrong side of the bed this morning,” Rainbow Dash stated.

“Come on, Dash, she'll be fine by the end of the day,” Vinyl stated. Trixie wasn't too sure though. The air surrounding her just seemed so... dark.

“Alright, I pinpointed the exact location,” Octavia said suddenly getting everyone's attention.

“Location of what?” Fluttershy asked, as she came in last.

“Well, last night something crashed into the plains outside Canterlot,” Twilight explained, “For some odd reason we couldn't pinpoint its exact location, so we couldn't investigate it. That's what Octavia was working on.”

“Sorry I didn't tell you right away,” Octavia said, “But we thought it might be urgent so-”

“That's your job,” Fluttershy said, “Mine is monster analysis and biology, remember?”

“Right,” Octavia said, suddenly nervous for some reason, “Just... didn't want you left out is all.”

“Hmph!” Fluttershy turned away from Octavia and focused back on her computer.

“Anyway...” Applejack said slowly, “Ah was thinkin we should send a few ponies ta investigate. Trixie, would you be willin ta check it out?”

“Sure, but can I pick who comes with me?” Trixie asked.

“Nothin wrong with that, who's yer pick?”

“Fluttershy,” Trixie said, surprising the mare in question.

“Me?” Fluttershy asked.

“Yeah. You specialize in this sort of thing anyway. Just in case its something alien, I'd feel more comfortable with you by my side.”

“Then it's settled,” Twilight said, “Trixie, Fluttershy, take the MARES Runner out to the plains. Octavia, give Fluttershy the coordinates.”

“Roger!” Trixie and Octavia said. Fluttershy sat back in her chair folding her forelegs irritably.

“Roger...” she sighed.


One of the many benefits of Magi-tech was the creation of what were called “automobiles”. Small carriages that hovered a foot off the ground and could carry four ponies, these vehicles made it so that ponies could get just about anywhere without the need to spend tons of bits on a train. They were a bit expensive to buy, so not everyone used them, but the ones that did were happy to have them.

Naturally MARES received one for use.

The best part was that they were powered by magic, so they didn't pollute the air in the same way old trains used to, as even some trains were beginning to implement Magi-tech into their design. The one MARES called the MARES Runner was the signature MARES colors or white, red, and golden. It was made of magic resistant metal and had four large stones underneath it that allowed it to hover. Inside were three seats; two in the front and one long one in the back that could stuff three ponies in there. The right front seat had two pedals and a steering wheel.

Trixie took the driver's seat, as she had taken and passed the test needed to drive this machine. Fluttershy stated that she got motion sickness when driving, so she sat in the front left seat with the window open.

“So, what's got you in a bad mood?” Trixie asked.

“You noticed?” Fluttershy asked softly.

“Kind of hard not to, but yeah. I've been worried about you since yesterday. The only reason I didn't chase after you was I figured you needed some space.”

Fluttershy remembered that in her dream, Trixie was the only pony not present. She was also the only pony Fluttershy didn't feel weird about. Well, not bad weird. She wasn't used to anyone reaching out to her like this besides Rarity, so she did feel weird.

But she sort of liked this weird feeling.

“I had a bad dream last night, that's all,” Fluttershy dismissed.

“Dreams are often a mirror of your mind,” Trixie said, “And it couldn't have just been a dream, since it affects you so much.”

Geez this mare was in tune with ponies. Fluttershy would have been impressed if she didn't feel a bit irritated at her prying.

“Where was this Trixie five years ago?” Fluttershy asked, “We could have been great friends.”

This Trixie had her head too far up her ass to give a damn about others,” Trixie said, “And better late than never in terms of us becoming friends, right?”

Fluttershy sighed and sat back in her chair, looking forward, “I must be a horrible pony,” Fluttershy said sadly, “Lately I've been thinking badly of my friends, and today I almost told Rarity that I...” she took a deep breath cutting herself off, “All because of a stupid dream. At the same time though, I do feel like my kindness is being taken advantage of, and that no one really pays attention to me. Believe it or not, I don't like that.”

“I can believe it,” Trixie said, “No one likes the idea of not being noticed.”

“But they're my friends,” Fluttershy continued, “I shouldn't think badly of them, but I think I do. Trixie, can I trust you with something?”

“Sure,” Trixie said, “What we talk about in this car stays in this car.”

“I... think I'm starting to hate them...”

Trixie took a deep breath, and briefly looked at her necklace before speaking again, “Have you been holding that much in?”

Fluttershy could only nod, “It started around four years ago.”

“The Equestrian Evolution of Magic?” Trixie asked, “What the hell was that, anyway? Why can't anyone remember it?”

“You're not supposed to remember it,” Fluttershy said, surprising Trixie, “No one is... except for me, and the others...”

“You don't have to tell me everything, but I'm curious,” Trixie said, “How bad was it for you?”

“Oh Trixie... it was... horrible. The most traumatic moment in my life!” she didn't think that she'd cry, but she couldn't stop the tears once they came, “Being here fighting these monsters, it's taking me right back there!”

Trixie sighed, placing one hoof on Fluttershy's shoulder while keeping the other one on the steering wheel.

“Why don't you tell someone about how you're feeling?” Trixie asked.

“Because,” Fluttershy sobbed, “No one remembers. The only ones that do remember are Applejack, Pinkie Pie, Rainbow Dash, Twilight, and Rarity, but four of them voted for wiping everyone's memories, and Rarity has her own “personal” issues,” she said, thinking selfish instead of personal, “I can't talk to anyone.”

“So what? Instead you just suffer alone? What good does that do?”

“It protects them,” Fluttershy said softly, “If I speak up, I'm not going to have very nice things to say to any of them. I'll hurt them.”

“But what you're doing now is just as bad, if not worse,” Trixie stated, “On one hoof, your friends can't change or make an attempt at making things better if they don't know what's wrong in the first place. On the other hoof, keeping it bottled up like this is just destroying you. Yeah, you might hurt someone's feelings, and friendships won't ever be the same, but you'll be getting things off your chest and helping others see the error of their ways.”

“Is that why you're so up front with ponies?” Fluttershy asked, now looking at Trixie.

“I spent my entire career lying to move ahead,” Trixie explained, “I swore that I'd never lie again. Not the best for making friends, but at least ponies can know that I'm sincere.”

For once since the day began, Fluttershy actually felt like smiling, “I can see why Twilight speaks so highly of you.”

Trixie started blushing, “Um... s-she does? What does she say?”

“Only that you're someone she knows she can depend on,” Fluttershy said, “Now I see why she says that.”

Feeling a little better, she found herself leaning onto Trixie's shoulder as she drove. She was the only pony Fluttershy didn't feel weird about, so she decided to cling to her for now. There was something oddly familiar being in her presence like that.

It was as if she were being bathed in the warmest, and brightest light.


When they arrived at the crash site, they were surprised by how small the crater was.

“No wonder Octavia couldn't find it,” Trixie said, “Something this small wouldn't show up on radar easily,” she noticed that Fluttershy was approaching the crater, “I don't think it's a good idea to get too close.”

“I'll be fine,” Fluttershy said. As she got right at the edge though, some sort of black mist came out and tried to grab her.

“Look out!” Trixie shouted running over to Fluttershy. She pulled her away just in time and fired her laser at the mist, making it disperse.

“W-what was that?” Fluttershy asked trembling.

“Good question,” Trixie answered, “Can you get the magical container Twilight gave us?”

Fluttershy nodded and ran back to the MARES Runner as Trixie carefully leaned down to get a better look herself. From where she was it looked like a small black space rock, nothing too out of the ordinary.

But she was getting the worst possible feeling from it.


When they got back to HQ, everyone was curious about the small space rock that Trixie and Fluttershy brought with them, which was now in a glass cylinder. They gathered in the control room, all wondering why something like this was being contained.

“So, ya said that it gave off strange energy?” Applejack asked Trixie.

“Yeah. It was like black mist. It tried to grab Fluttershy when she approached it,” Trixie explained.

Rarity gave Fluttershy a slight look before returning her focus to the space rock.

“We need to figure out where it came from,” Twilight said, “Octavia, could you-”

“NO!” Fluttershy screamed suddenly, catching everyone's attention, “This isn't her field! It's my job, so I'll look into it!”

“F-Fluttershy?” Rarity asked, clearly shocked by her outburst.

“Fluttershy,” Twilight started, “I was just thinking that you seemed stressed, so-”

“So you decided to just give my job to someone else then?!” Fluttershy continued, “Octavia needs to stay on her computer and off of mine!” Fluttershy took the space rock and held it between her wing, “I'm going to my lab.”

She stormed off. As she walked back to her lab, Trixie noticed that same black aura emanating off of her. It disappeared after a few seconds, but seeing it a second time she realized that it looked very familiar.

It was the exact same as the black aura coming off the rock.


Stupid Twilight! Stupid Octavia! Just passing her job to someone else! She hid behind a veil of niceness, but Fluttershy wasn't going to be fooled. She knew what she was actually trying to say. It was starting. They were trying to get rid of her.

“Damn you...” Fluttershy said wiping the tears from her eyes, “Twilight, you're a real bitch...”

She wasn't going to let them throw her away. She was the best at her job, and no one, no one, was going to take that away from her.

To take her mind off her former friend, Fluttershy put her focus on the space rock. It looked like a regular space rock, and even her computer couldn't see anything out of the ordinary about it except for a few minerals not found on Earth.

But Fluttershy knew better. She was with Trixie when the black mist came out of it, so she knew that there was something alien about it. Ugh! She couldn't concentrate on this at all. She leaned back in her chair, deciding to rest a bit.

She felt her mind drifting back to her dream, and how it made her feel. She remembered the others pushing her away, and she remembered Rarity literally saying she had no use for her. That was probably why she didn't talk to her anymore. Before Rarity would tell her everything, but these days she was so focused on her “mission” that she didn't spend any time with Fluttershy at all.

Yet she thought a day at the spa now would make her feel better? Who did that selfish bitch think she was? She started getting a dark feeling in the pit of her stomach. It wasn't a nice feeling at all, nor was it something that she was used to feeling.

But why did it feel familiar?

She was pulled out of her head when her computer beeped. She looked and saw that now it was picking up unusual signals. Some sort of energy, and it was alive.

She looked at the rock itself and saw that dark mist seeping out of it. The same as before. It looked like it was trying to come out of the container.

“Are you some sort of creature?” Fluttershy asked the mist. It was dangerous, but she decided to open the container slightly. She saw that the mist slightly seeped out of the crack, and lightly touch her hoof. It didn't feel threatening. It felt more like when Angel touched her.

Now she knew she had to figure out what this was herself. This mist was some sort of animal, and that was her specialty.


Over the next few days, Fluttershy began spending more time away from the team, preferring the company of the strange entity within the space rock, which she had named Hoe.

“Okay, I'm getting really worried about her,” Vinyl said as everyone (minus Fluttershy) gathered in the control room.

“She never leaves her lab anymore,” Octavia said, “Nor does she even say hi when she comes in. She just goes right to her lab with Hoe.”

“She should just marry the damn thing,” Rainbow Dash said irritably, “Since she clearly enjoys its company more than us.”

“I... think something's wrong with her...” Pinkie Pie said, “Hasn't she been really mean lately?”

“Tell me about it,” Rainbow Dash groaned leaning back in her chair, “Yesterday I walked into her lab to say hi, and she practically bit my head off.”

“Trixie, she still talks to you,” Twilight said turning to the azure unicorn, “Have you noticed anything unusual?”

“I think it has something to do with that space rock,” Trixie said, “I mean, she was upset before we found it, but she didn't start getting bad until after she started examining the rock.”

“You're right,” Twilight said thoughtfully, “Applejack, what do you think?”

“Ah think getting her outta that lab is the key,” Applejack stated, “It ain't healthy ta be cooped up in there anyway.”

“I'll talk to her then,” Rarity said getting up.

“Rarity,” Octavia began, “are you sure that's-”

“She's my best friend,” Rarity said, “If something's upsetting her then I need to be there for her.”

“I'll go with you,” Trixie said getting up, “Like Twilight said, she still talks to me, so I can act as a mediator if things get ugly.”

Rarity nodded, and the two unicorns ran out of the control room. As they left, Twilight looked down and sighed.

“What's buggin ya, Twilight?” Applejack asked.

“The way Fluttershy is acting, it feels like there's something else behind it.”

“If there was, wouldn't she talk to someone about it?” Vinyl asked.

“Not necessarily,” Octavia said, “She's really shy, so she might not open up immediately. She actually seems more like the type to bottle things up.”

“Fluttershy, are you...?” Twilight asked herself, wondering if it had anything to do with the incident. After all, she had the worst time, yet never spoke up about it.


“I had another nightmare again,” Fluttershy told Hoe, “At least, I think it was a nightmare...” she heard Hoe's voice whisper in her head, “Well, I'm not as disturbed by them. I mean, shouldn't I be?” She listened to Hoe's voice, “Y-you're right. They're only dreams after all. You understand me so well, Hoe. I'm glad we became friends.”

At first she was a little disturbed when she began understanding the whispers of the creature, but now it didn't bother her at all. Now she actually looked forward to talking to Hoe. She finally had someone she could share her feelings with. As such, she told Hoe about the incident, and how it made her feel.

Surprisingly enough, Hoe understood her feelings. He told her that she wasn't a bad person for feeling the way she did, and actually sympathized with her concerning her feelings toward the others.

“So, could you tell me a little more about yourself?” Fluttershy asked her friend, “That story you told me before was really-” she was cut off by a knock on the door. She growled angrily, “WHAT?!”

“Fluttershy, it's me,” Rarity said from the other side, “Can I come in?”

“No! I'm busy!” Fluttershy shouted.

“Please, Darling, Trixie and I are getting worried about you,” Rarity stated, “We just want to talk.”

She wasn't going to leave her alone. She had to get rid of Rarity, or else she wasn't going to be able to focus on her time with Hoe.

“Stupid, nosy whore...” Fluttershy said venomously before getting up and opening the door. Both Rarity and Trixie stepped back in shock when they saw her.

“Fluttershy...” Rarity said slowly.

“Did you want something?” Fluttershy asked icily, “Hoe and I were in the middle of a conversation before you rudely interrupted.”

“Fluttershy, I think you've been spending too much time with... Hoe...” Rarity said, “We hardly see you anymore.”

“Interesting,” Fluttershy said, “Now that I'm not bothering you twenty-four seven you actually miss me.”

“What?!” Rarity gasped stepping back, “Fluttershy, what is-”

“I'm surprised, because normally you're so self centered you barely even notice when I'm in the room,” Fluttershy cut her off. She could tell that statement hurt Rarity, and before that would have upset her.

Oddly, now her heart actually fluttered.

“Oh, are you still upset about a few days ago?” Rarity asked, “I... I know I hurt you, but-”

“I don't want to hear it,” Fluttershy said, that dark feeling in her stomach building again, “I know how this goes. You give me a half ass apology, I'm supposed to say “it's okay, I understand,” and then you go right back to ignoring me!”

“N-no! Fluttershy, I really am-”

“SHUT UP!!!” Fluttershy screamed, shocking the two mares in front of her, “You're not my friend! You're fake, your phony, and I don't want anything to do with you!”

Rarity's eyes were wide, and she was silent. For the first time in a while, she was left speechless. Trixie too, but Fluttershy noticed in her peripheral vision she was focusing on something behind her.

“F-Fluttershy...” Rarity said, her eyes watering, “You don't... really mean...”

“Just leave me alone!” Fluttershy screamed, going back into her lab and slamming the door shut. She ran over to her desk and broke down, not crying tears of sadness. These were tears of anger, and hatred.

Fluttershy...

Give your pain to me...

I'll make it go away...

“Hoe...” Fluttershy sobbed, “You're my best friend now... I love you...”

I love you too...

Fluttershy...


“Hoe...” Rarity said, tears in her eyes, “That thing is a monster...”

“Rarity?” Trixie asked turning to her.

“I know Fluttershy. She's sensitive, and can get really upset at times, but she'd never say anything like that unless she were possessed,” Rarity turned to Trixie intensely, “Help me save her!”

Trixie had every intention of trying to help Fluttershy, so of course she nodded. Rarity then walked off to calm down, leaving Trixie by herself. She noticed that when Fluttershy started shouting, the mist in that container actually grew a bit, as if reacting to Fluttershy.

Was it feeding on her negativity? Did it get stronger the more upset she got?

Trixie put her ear to the door listening. She hadn't heard anyone cry like that before. She didn't sound sad. She sounded angry. What was happening to her? She decided to knock on the door again.

“I SAID GO AWAY!!!” Fluttershy screamed.

“It's me,” Trixie said, “I just wanted to talk for a second. I'll be out of you and Hoe's hair in a bit.”

She heard movement, and Fluttershy opened the door. Trixie took note also of how different she looked. It wasn't really anything physical, but somehow she seemed visibly darker.

“What did you want to talk about...” she asked softly.

“I just wanted to ask what was wrong,” Trixie said, “That outburst was sort of sudden, and I heard you crying.”

“Trixie... she's phony,” Fluttershy said, “I know she is.”

“Because of stuff you know about her, or stuff Hoe tells you?” Trixie asked.

“Hoe is my friend, Trixie,” Fluttershy said, “He understands me. I can tell him things I can't tell anypony.”

“Well, I'm your friend too,” Trixie said, “and yeah, Rarity can be a bit of a bitch at times, but she's a good mare.”

“I... don't know...” Fluttershy said looking down.

“You should get some fresh air,” Trixie suggested, “Get out of the lab, you know?”

“I... no...” Fluttershy shook her head, “I don't want to leave... Hoe and I are...”

Trixie sighed, “Well, if you change your mind, I'll be in the control room,” Trixie said, “You can call me on my radio first though if you don't want to see the others.”

“T-Thanks...” Fluttershy said, closing the door. Trixie was hoping she could get Fluttershy out of that lab and away from Hoe, but she'd have to try another tactic. One thing was for sure though. Hoe wasn't good for Fluttershy.


It was night now, and Fluttershy had decided to stay later than usual. Not so much because of work, but because she knew that Trixie didn't approve of how much time she and Hoe were spending together, and she didn't want anyone getting into her lab while she left.

She was getting thirsty, and sadly there were some things that her lab didn't have. As such, she had to go to the cafeteria in order to get water. It was nice being able to spend so much time in the castle, but now it didn't seem as majestic to her as it did before. It was just a place now. She wondered if this was how the Princesses felt.

“Oh, there ya are,” Applejack said behind Fluttershy. She closed her eyes in frustration before answering her “commanding officer.

“Did you need something?” Fluttershy asked, trying to hide the ice in her voice.

“Twilight an' Ah were wonderin how ya were doin concernin the space rock. What did ya call it? Hoe?”

“Yes... that's his name,” Fluttershy said, her heart racing for some reason, “Um, I've learned that he's some sort of energy being, but that's about it.”

“Ah see,” Applejack said seriously, as if not convinced of something, “Rarity was sayin that she thought it might be dangerous.”

“Really?” Fluttershy asked, this time unable to keep the venom out of her voice.

“We're thinkin 'bout transferrin it ta another lab,” Applejack said, “We'll keep ya updated, alright?”

“A-alright...” Fluttershy said softly, not turning around to face Applejack, but she could tell when she left. Immediately she ran back to her lab, abandoning her cup of water. She needed to tell Hoe this immediately.

“Hoe! It's horrible!” Fluttershy said sitting down at her desk, “Applejack wants to transfer you to another lab!”

They're trying to tear us apart...

“They're just jealous because I have a friend now,” Fluttershy said looking down.

I told you this might happen...

I'm sorry that it's come to this...

I really like you...

“I really like you too!” Fluttershy cried, now hugging the container as if hugging Hoe himself, “I don't want you to go!”

There... might be a way for us to stay together...

“There is...?” Fluttershy asked.

Open the container...

She needed no goading. She threw the container top off, and the dark mist from the rock came out. A second later, it engulfed Fluttershy, seeping into her. At first she was afraid, but soon she felt lighter, and free.

“Oh Hoe... this is...” Fluttershy said softly.

This way we will never be apart again...

I will be with you... forever...

“Hoe... thank you...” Fluttershy said smiling. She got up and looked at her reflection on a reflective surface. All of a sudden, that bad feeling was gone. Instead, she was filled with passion, and joy. She smirked at her reflection.

“Let's go have some fun.”


She walked out of her lab and trotted to the front door, unknowingly walking past Trixie and Twilight. Both of them looked at Fluttershy oddly.

“Trixie, can you...?” Twilight asked.

“Already on it,” Trixie stated, walking after Fluttershy, “I'll keep my radio on.”


First thing on the list was a make over, and getting her sexiest dress. She then walked into the a club, wearing pink eye shadow, a sexy black dress, black high heels on her hind legs, and fishnets on her forelegs. Normally she wouldn't have ever had the courage to dress like this, but Hoe had told her that she looked fantastic in it.

Hoe was her friend. Hoe would look out for her.

She looked at the dance floor, feeling a rush unlike anything she had ever felt before. She skipped over to the dance floor, knowing that the stallions were watching her as her hips swayed back and forth.

Trixie walked in, still wearing her MARES uniform and helmet. Like Fluttershy, she noticed ponies staring at her, but for completely different reasons. She looked around the club until she saw Fluttershy balancing on her hind legs dancing between two stallions.

That was not Fluttershy.

“Twilight, I found her,” Trixie spoke into her radio, unable to take her eyes off of Fluttershy.

“Where is she?” Twilight asked.

“She's in... Club Night Life...”


“Club Night Life?!” Twilight asked, Octavia nearby checking out the space rock in Fluttershy's lab, “What's she doing there?”

“She's... dancing.” Trixie said on the other end, “She's surprisingly good.”

Ahem!” Twilight cleared her throat, knowing that Trixie was probably staring a little too hard at Fluttershy's flank.

“Ahh! S-sorry Twilight...” Trixie said, probably blushing, “I'll focus on the mission.”

“You better,” Twilight said, not telling Trixie exactly what set her off. Her obliviousness was actually really cute.

“Twilight, I confirmed it!” Octavia said, “The energy in the space rock is gone. This is just a regular meteorite now!”

“Trixie, did you get that?”


“Yeah, I got it,” Trixie said putting her focus onto Fluttershy again. After her last run in with the pegasus, she secretly told Applejack and Twilight about how weird she was being, and her theory about Hoe. They needed to see what would happen if they threatened to separate them, so they set Fluttershy up. Oddly, it was Applejack's idea.

And she was the Element of Honesty.

Trixie walked over to Fluttershy and grabbed her hoof.

“Trixie? What are you-”

“We're leaving,” Trixie stated simply.

“But I'm having fun,” Fluttershy said.

Now,” Trixie insisted, now yanking Fluttershy out of the club. She had to confirm a suspicion of her new “friend”.


Trixie led Fluttershy into a nearby alleyway. Why was she here now, and why was she still in her MARES uniform?

“Trixie, why are we here?” Fluttershy asked, “I was having fun in-”

Trixie turned around looking at her with a serious expression, “Fluttershy, what is Hoe?”

“W-what are you talking about?” Fluttershy asked.

“Answer the question. I need to know, what is Hoe? Is he a monster?”

“No! Hoe is my friend!” Fluttershy answered, “He takes care of me!”

“He doesn't have anything to do with your outbursts as of late?” Trixie asked, making Fluttershy really suspicious. This was sounding more like an interrogation.

“Trixie, what are you getting at?” Fluttershy asked.

“Fluttershy, you're my friend, and I'm worried about you. Ever since you started examining that rock you've been getting more and more out of control, and I'm willing to bet that this “Hoe” has something to do with it.”

She's not your friend...

She's trying to take me away from you...

“Fluttershy? Did you hear me?” Trixie asked, “Where is Hoe right now? He's not in the lab anymore, is he?”

Fluttershy was scared, but it wasn't like Trixie could do anything, so she shook her head.

“Damn it, Fluttershy, where is he now? Is he close by?” Trixie asked.

“Why do you want to know?” Fluttershy asked suspiciously.

“So I can help you,” Trixie said, “That's what friends do, isn't it?”

“I don't need any help,” Fluttershy stated, “I told you, Hoe is...” all of a sudden, she saw something come off of Trixie that she hadn't seen before. It was a white aura, made of the purest light. It felt comforting, but when she tried to reach for it slightly, she felt something within her wince.

Fluttershy...

That light is dangerous...

“The... light is...” Fluttershy asked slowly.

“Fluttershy? Are you okay?” Trixie asked.

“Hoe is showing me something...” Fluttershy explained, “You're glowing for some reason...”

Oddly, Trixie looked surprised, but soon an expression of understanding came over her. She knew she was glowing. At the very least she knew why.

“Trixie... what is that light?” Fluttershy asked suddenly.

“What did Hoe tell you?” Trixie asked, “Did he tell you anything bad about-”

“Answer me!” Fluttershy demanded, “Why are you glowing? You know what this light is, so tell me! Is it going to hurt Hoe?!”

Trixie sighed, “Maybe, that all depends on Hoe,” she explained.

“He was right...” Fluttershy said backing away from Trixie, “You are here to take him away from me...”

“Fluttershy-”

“I thought you were my friend...” she continued, tears of betrayal falling from her eyes, “I thought I could trust you... that you were different then everyone else...”

“I am your friend!” Trixie stated, “It's Hoe that can't be trusted! He's manipulating your emotions!”

Don't listen to her Fluttershy...

She's just like the others...

“He's not manipulating me... you are!” Fluttershy shouted, “You're just as bad as Rarity! Just as bad as everyone else! You're trying to take Hoe, my friend, away from me! That way I won't have anyone and I'll just disappear!”

“Fluttershy, listen to me!” Trixie urged putting her hooves on Fluttershy's shoulders, “You won't disappear, I promise! But you have to stop listening to Hoe! He's-”

“Shut up! Shut up! SHUT UP!!!!” Fluttershy screamed, making Trixie step back, “I'm done listening to you! I'm done listening to Rarity! I'm done listening to EVERYONE!!! Hoe is the only one who understands me! He's the only one who knows how much pain I'm in! Everyone else can BURN IN HELL!!!”

As she screamed, a black aura came off of her, surrounding her like a flame and forcing Trixie back.

“FLUTTERSHY!!!” Trixie screamed.

“You want to know where Hoe is?!” Fluttershy said venomously, “He's right here, and he's just as pissed off as I am!”

The black aura grew in size, until it was as big as a skyscraper. It then condensed and formed into a black monster with a relatively upright form, clawed hands, a really long neck, big blue eyes, long ears, and a big mouth.

This was Hoe's true form.

“Damn it!” Trixie swore, “Rarity was right! Hoe is a monster!”

“Destroy it all!” Fluttershy commanded, “I hate them! I hate everyone! I want this entire city leveled!”

Hoe gave a loud roar and turned around, firing a large stream of fire out of his mouth at all of the buildings. Ponies everywhere were running away in a panic as Hoe began destroying the buildings in his path, almost as if he were throwing a tantrum.

I will carry out your will, Fluttershy...

She glared at Trixie, who was focused on Hoe at the moment, and then flew off. Trixie could die to for all she cared. She was just as bad as her “friends” if not worse. After all, she was one of the ponies who didn't remember the incident.

Everyone who forgot that day was going to die. They didn't deserve to live as far as Fluttershy knew.


Trixie looked behind her and saw that Fluttershy had left.

“Shoot!” Trixie exclaimed, “I'll have to deal with her later,” Trixie said running up to the monster and pulling out her radio, “Twilight, please tell me you guys are seeing this!”

“I already dispatched MARES Wings #1 and #2!” Twilight said, “Trixie, is that Hoe?”

“It is, and it looks like Fluttershy summoned it!” Trixie stated, noticing that the Element of Light had started flashing, “Look, I'm going to hold Hoe at bay!”

“Trixie, no!” Twilight urged, “It's too dangerous! We don't know anything about the monster!”

“I'll be fine! I won't die, I promise! Over and out!” Trixie said, activating the Element of Light with her horn.

“Trix-” Twilight was cut off as Trixie turned off her radio. She then leaped into the air, allowing herself to become one with the light.

Hoe continued to rampage in the city, but was caught off guard by a bright light to his side. He turned and saw Ultramare rising up from the light as if stretching. When the light faded, Ultramare glared at Hoe and got in her fighting stance. Hoe stomped his foot and charged toward Ultramare.

He threw his arm at Ultramare to whack her in the face, but Ultramare blocked and shoved Hoe back with her free hand. Hoe rushed back to her and tried slashing at Ultramare with his clawed hands again. Ultramare blocked all of thee attacks, punched Hoe in the stomach, and then tackled him to the ground.

She got on top of Hoe and punched him in the stomach a few more times, but Hoe shot a stream of fire out of his mouth at Ultramare, doing massive damage and knocking her back. Hoe got up, and stomped his feet as if upset. He then ran over to Ultramare as she was trying to stand up.

Ultramare kicked Hoe back, and then flipped to her feet getting in a fighting stance. Hoe tried to shoot his fire stream at Ultramare, but she rolled to the side out of the way. Ultramare threw her arm out and fired a blue dart at Hoe. It hit him, but it did nothing except push him back.

Ultramare gasped in shock, and then braced herself. This looked like it was going to be her toughest fight yet.

Hoe ran up to Ultramare and grabbed her shoulders trying to wrestle her to the ground. Ultramare grabbed Hoe in response, attempting to do the same. She kneed Hoe a few times in the stomach, but was thrown to the side, almost hitting a building.

“ULTRAMARE!!!!” Ultramare heard from behind her. She turned to the building and saw Fluttershy standing on the roof glaring at her, “I'll only ask you once, stand down!”

Ultramare shook her head earnestly. Immediately, Hoe grabbed her from behind getting her in a lock.

“Even you're against me then?” Fluttershy asked backing away, “That's all the confirmation I needed! Hoe! Before we finish destroying those who don't remember, destroy Ultramare!”

Hoe roared, and then spun Ultramare around to face her. He then whacked her a few times in the face, and then threw her over his shoulder away from the building. Ultramare winced in pain a bit before attempting to stand, but Hoe ran over to her and kicked her in the stomach, knocking her back to the ground.

As Hoe stomped on Ultramare's back, a green laser and a blue stream of energy shot at Hoe, catching his attention. Hoe looked up and saw MARES Wing #1 and MARES Wing #2 flying to the scene.

“We got Hoe an' Ultramare in my sights!” Applejack said, piloting MARES Wing #2 with Rainbow Dash.

“Do you see Trixie anywhere?” Twilight asked frantically.

“That's a negative,” Rainbow Dash said, “Damn it, that mare is-”

“Don't worry, Ah'm sure she's safe,” Applejack said, “'Sides, we got a monster ta take down. Rarity!”

“I understand!” Rarity said glaring at Hoe from inside MARES Wing #1, “I knew you were a monster. Take this you piece of SCUM!!!!”

MARES Wing #1 flew closer to Hoe, rapidly firing its lasers at the monster. None of those attacks seemed to hurt it. Hoe then put his focus on Rarity's jet, shooting his fire stream at MARES Wing #1, almost hitting it.

“AHH!!!” Rarity screamed, “My laser attacks aren't doing anything to the monster!”

“Let me try!” Rainbow Dash said, “Hey buddy! Think you can hold him still for me?”

Ultramare got up and grabbed Hoe from behind. She then looked at MARES Wing #2 and nodded.

MARES Wing #2 charged up its main cannon and fired at Hoe, Ultramare letting go and rolling to the side at the last minute. The blast went through Hoe, but it didn't seem like it hurt him at all.

“What the hell?!” Rainbow Dash shouted, “Does it have an immunity to magic or something?!”

“That's bad!” Applejack said, “All of our weapons 're magic based!”

Ultramare charged up magic into her hands. She threw them to the side, and brought them together in a cross, firing a white stream from her forearm. Just like the MARES Wing #2's main cannon, it went right through Hoe, doing no damage at all. Ultramare backed away getting really worried. A second later, she looked down at her chest seeing the last thing she wanted to see now.

Her Color Timer started flashing red.

Hoe apparently knew what that meant, or at least had an idea, because he put his focus back on Ultramare, whacking, punching, even kicking her. Ultramare barely blocked all of the attacks, but it was clear she was getting overwhelmed.


Back at the base, Octavia was at her computer analyzing Hoe's biological make up. She wished Fluttershy was here, because this actually was her specialty. Octavia didn't even know what she was looking for.

“Octavia, how are you doing over there?” Twilight asked frantically.

“Between trying to do my job and Fluttershy's job? Horribly!” Octavia said honestly, “But I think I may have found something.”

“What's that?” Twilight asked galloping over to Octavia.

“Hoe's power is constantly growing! It looks like he's gaining energy from a particular source. That source has been pinpointed... to here!” Octavia said, pointing to a spot a little to the left of Ultramare and Hoe's signature on the radar.

“Applejack, do any of you see something seventy meters left of Ultramare?” Twilight asked.

“Ah don't see nothin!” Applejack said.

“I see something!” Rarity said.


“Rather, I see someone,” Rarity continued, looking right at Fluttershy, “Guys, I think I know how Hoe is getting power! For now, just keep that thing off of Ultramare!”

Rarity flew the MARES Wing #1 to the roof that Fluttershy was standing on. After landing the jet, she jumped out throwing her helmet to the side and ran over to the yellow pegasus.

“Fluttershy!” Rarity called out. Fluttershy turned around and looked at Rarity with a venomous glare.

“What are you doing here?!” she asked harshly.

“I came to talk,” Rarity said, “I want to know what's wrong.”

“Why?! So you can give me a fake apology and I'll calm down?!” Fluttershy asked backing away from Rarity, “I won't fall for it!”

“Fluttershy, what has gotten into you?!” Rarity asked, “The things you're saying, this isn't you!”

“How would you know?!” Fluttershy retaliated, “You never pay any attention to me! No one does! Ever since the incident four years ago everyone has been drifting farther and farther away from me!”

“That's not-”

“Did anyone ask if I was okay?! Did anyone bother wondering what I thought or how I felt about erasing everyone's memories?!”

“Flutter-”

“DID ANYONE BOTHER TO THINK THAT MAYBE I WANTED TO FORGET TOO?!!!!” Fluttershy screamed as Ultramare and Hoe moved their fight near the building.

“Fluttershy... you wanted to forget too?” Rarity asked.

“Did you think that I was just okay with what happened?! You have no idea how scared I was, or how much pain I was in! No one even bothered to ask! I guess you all thought “Fluttershy is the Element of Kindness, so she doesn't have any bad feelings about the Kille.” Well, believe it or not, I actually was affected by their attack! It was horrible, and I wanted to forget it all!

“But no, I had to remember every gruesome detail, all because I'm the Element of Kindness! No one even bothered to ask what I wanted! No one ever bothers to ask what I want! I'm just supposed to go along with it and agree with everyone because I'm the Element of Kindness! Faust forbid I actually disagree with anything anyone says because that's not being nice, and I'm the ELEMENT OF KINDNESS!!!!” Fluttershy fell to the floor and broke down, crying loudly as Ultramare and Hoe continued their fight.

Rarity realized exactly what was going on with her friend. She remembered that four years ago, Fluttershy was actually right in the middle of the invasion. When they met up, the poor thing wouldn't stop crying.

What was worse, Rarity didn't even bother asking her about it. She was so caught up in her anger at losing her marriage to Blueblood, that she didn't even think about Fluttershy's feelings. Normally when Fluttershy was upset, she'd turn to Rarity for support as she was the more stable of the two.

Fluttershy was traumatized, and Rarity had failed her as a best friend.

“Oh dear...” Rarity said looking away.

“I hate being an Element of Harmony!” Fluttershy shouted, “I hate Equestria for being allowed to forget! I hate everyone else for allowing them to forget!”

“And I suppose...” Rarity said somberly, “You hate me for not being there for you...” Fluttershy didn't answer. She just continued to sob, “It's okay, I understand now. I am sorry. I'm sorry for doing everything you just said. You're right, I've been a horrible friend to you. We all have been horrible friends, taking you for granted. Assuming that your silence was a sign that you were okay, when you were anything but okay.”

Rarity walked over to Fluttershy, knelt down, and placed a comforting hoof on her. Fluttershy looked up at Rarity in shock, even more surprised when she saw the unicorn crying too.

“Rarity...”

“I can't force you to forgive me,” Rarity said, “Hell, I wouldn't be surprised if you never wanted to be my friend again. I don't care if you hate me for the rest of your life, but I want you to know that I am sorry, and that if you give me a chance, I'll do whatever I can to make up for abandoning you.”

Rarity embraced Fluttershy. For a few seconds, Fluttershy was tense, as if her embrace was painful, but eventually she fell into it, returning the embrace herself.

At the same time, Hoe stepped back away from Ultramare as if in pain. It looked like white energy was coming off of him, and he roared in pain. Hoe turned to Fluttershy and held his hand out to her.

Fluttershy! Don't fall for it!

She's trying to trick you!

You hate her, remember?!

“Shut up you BASTARD!!!” Rarity shouted, firing her laser at Hoe, this time actually doing minor damage, “I won't let you manipulate my friend anymore!”

She's not your friend!

None of these ponies care about you!

I am the only one who does!

“Aw shut up!” Rainbow Dash shouted, firing the MARES Wing #2 main cannon at Hoe, knocking him onto the ground, “What do you know about friendship?”

“Maybe we did drop the ball concernin Fluttershy,” Applejack said, “But true friends own up ta their mistakes, an' try ta make it better.”

Hoe got up and tried to reach for Fluttershy, but Ultramare stood in his way. Ultramare turned to Fluttershy and looked right at her. Fluttershy looked up at Ultramare, a look of recognition coming over her.

“This light...” she said, “Ultramare... that was your light before...”

Ultramare nodded, and for a split second, Fluttershy heard a familiar voice in her head.

I promise.

You won't disappear.

Fluttershy broke down again, this time smiling.

“Ultramare, thank you for being my friend...”

Ultramare nodded again, and then turned to Hoe charging magic into her hands. Once again she threw them out to her side, and then brought them together in a cross, firing a white stream of light at the monster. Hoe finally exploded, dead.

Ultramare turned back to Fluttershy, and sent a warm, comforting light down to Fluttershy, who closed her eyes welcoming it.

“We'll be friends forever, right?” Fluttershy asked. Ultramare nodded to her, and then took off, flying straight up into the sky.

“Fluttershy, I...” Rarity said looking away.

“I... forgive you... Rarity...” Fluttershy said slowly.

“You do?” Rarity asked.

“It's going to take a while to let go... but I think we can at least... be friends again.”

Rarity smiled and embraced Fluttershy again, this time the pegasus immediately returned the embrace. MARES Wing #2 landed next to MARES Wing #1, and Applejack and Rainbow Dash exited watching them. Trixie ran up to the two of them as well, seemingly out of nowhere.

“And where were you all this time?” Rainbow Dash asked.

“I was nearby,” Trixie said, "You just didn't see me."

“Ya did good, Trixie,” Applejack said placing a hoof on her shoulder, “Ah knew Ah could count on ya.”

“Sheesh, you talk like she did something major,” Rainbow Dash said rolling her eyes, “Ultramare did the hard part.”

Trixie started laughing, “Yeah Dash, Ultramare did the hard part.”

Trixie looked at Fluttershy smiling, feeling relieved as the black aura around her was gone. Somehow, she saved her.


It was reported that the monster had manipulated Fluttershy, putting her under a spell. Because of this, she wasn't in any trouble. She needed to rest a bit, so she spent the night at the medical wing of the MARES HQ.

It was morning, and she was putting on her MARES uniform when there was a knock on the door.

“Come in,” she said. Trixie walked in, shocked to see Fluttershy getting dressed.

“Are you sure you should be up right now?” Trixie asked.

“I'll be fine,” Fluttershy said, “Besides, just in case another monster attacks I need to be ready. I have a very important job after all.”

Trixie smiled hearing that, “You sure do. We'd be lost without you.”

Fluttershy was beaming hearing that. It felt good to know that she was appreciated. She walked over to Trixie and hugged her.

“Thank you Trixie, for saving my life yesterday.”

Trixie was still for a second, but she eventually hugged Fluttershy back, “Anytime. That's what friends are for, remember?”

“Right,” Fluttershy tightened the embrace, “Friends.”


When they walked into the control room together, Octavia ran up to Fluttershy and embraced her.

“Um, Octavia?”

“Thank FAUST!” Octavia shouted dramatically, “I was worried that you wouldn't come into work today!”

“Uh... Tavi?” Trixie asked.

“I can't do it!” Octavia cried, “I can't do your job! Don't ever leave me again! I need you!”

Fluttershy laughed a bit, but then put a hoof around Octavia, “I won't leave you,” she said, “I promise.”

Fluttershy walked over to her station and logged in. After a bit, Rainbow Dash, Pinkie Pie, and Vinyl all walked over to her.

“Hey, we were gonna hit the club after work,” Rainbow Dash said, “Did you maybe want to join us?”

Fluttershy started blushing looking down, but she said something rather surprising.

“I'd... love to.”

“Sweet!” Pinkie Pie said, “Maybe you could teach me how to dance.”

Fluttershy's face turned beet red, and she turned to Trixie, who immediately shook her head. Damn Pinkie Sense...

As the three of them walked off, Fluttershy leaned back into her chair. She looked to the balcony and saw Rarity leaning against the banister looking out. The two of them met eyes briefly, and then Fluttershy closed her eyes smiling. She wouldn't be much use until a monster attacked, so until then...

She decided to relax and enjoy the slow start to the day.

Author's Note:

This was a lot of fun to write. I was thinking of one day writing a story staring Fluttershy, expanding on the idea of her darkness coming out. That'll be later though. Please tell me what you thought about the episode in the comments section.

And if you feel so inclined to support my writing and help me continue to work faster, then please support my Patreon. Just a dollar from all of you will help cover my expenses, and support my plans for world domination.