• Published 19th Sep 2012
  • 1,341 Views, 37 Comments

Sky Matron - Owlor

In a world where two of the three tribes died out, Rarity turns to the sky as a sky pirate.

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Chapter 1

Chapter 1. In Celestia’s Shadow

”Have I told you the tale of the mare o’ the sky?
A tailor from Ponyville who learned how to fly
When Celestia’s hoof ached hard on her throat
She looked to the sky and manned her own boat.”
~ From The Ballad of the Sky Matron by Lyra Heartstrings.

I knew it was a mistake to fly this low... Rarity thought. A grappling hooked pierced the thin cover of the clouds, followed by another one and yet another one. The clouds dispersed to reveal the crowd of ponies underneath, a sea of gold platemail and wooden crossbows. I got cocky, and now we have to pay for it.

She had been drunk on her own confidence and couldn’t help showing off. Simply seeing the Elusive in the sky gave ponies hope and Rarity’s presence was something ponies would talk about for years to come.

Then, of course, the first of those damn grappling hooks ruined it all. Their jagged metallic teeth crushed any delusions of grandeur she might have had and stopped the ship in its tracks. The wings of the Elusive flapped like a helpless bird while the delicate fabric scattered the golden sunlight.

Rarity’s doubts died out quickly as she steeled herself Ihey think they got me in their trap, but I’ll show them how the Sky Matron fights! With her mind cleared, she galloped to the bow and began to yell commands at her crew:

“Rainbow Dash, ready the tar barrels! Berry Punch, prepare to give these ruffians a blankflank!” She grabbed a nearby speaking tube and yelled into it. “Pinkie Pie, we need more steam!”

Her voice resonated through the device and reached the engineering deck where her trusty engineer—oblivious to the commotion outside—was putting the final touches on a new invention. Pinkie Pie heard her captain’s urgent voice and galloped towards the main control panel, but not before fastening the last few screws in place.

“Aye aye, captain,” she said into the device while saluting. “I just installed my latest invention and I’m going to test it out.”

On deck, Rarity’s eyes widened as a slight hint of panic washed over her. “Damnit, Pinkie!” she screeched while shaking the tube violently. “This isn’t the right time for this. We’re being saddled!”

“Perfect!” Pinkie’s distorted but cheerful voice resonated through the pipes,“You’ll really like this one, captain. I call it the duster! It gathers steam, compresses it, and releases it when needed. Then—”

“I don’t care!” Rarity screamed, furrowing her brows. “Please, Pinkie Pie, explain later. Get us out of here as fast as possible, and I promise I’ll listen to you and pretend that I understand what the hay you’re talking about.”

“Aye aye, captain,” she replied, voice beaming with glee, practically broadcasting a smile trough the tube.

With a weary sigh, Rarity hung the device down. With that out of the way, she turned her attention to the situation in front of her. Her crew was all ready at their stations and the air was thick with anticipation as they waited for their attackers next move. Her eyes quickly darted across every inch of the upper deck as she created a mental map of it and its surroundings. Seconds passed like minutes for her as she let different battle strategies play out in her head, assessing the effectiveness of each.

Her calculations came to a halt when she saw something approaching from larboard. Turning to face it, she saw a flaming log arching dangerously close to the Elusive. She galloped to the railing as the projectile soared through the air, scattering a few embers that quickly died in the wind before falling to the ground below.

Approaching the airship’s side, she looked down and gasped when she saw no less than three heavily armored chariots, modified to work as moving trebuchets and all wearing the sigil of the task force sent out to hunt her and her kind. Whilst some ponies constantly adjusted and reloaded the trebuchets, more armored chariots were currently closing in on their position whilst others were being deployed.

“Snuffers!” she said through gritted teeth, scrunching her muzzle. Seeing the slow, methodical way the Task Force acted and how the soldiers struggled with loading each trebuchet, she concluded that, if she played her cards right, she could probably buy some time. “Berry Punch! We need those blankflanks ready right now! We can’t afford to lose any more time!”

Berry Punch saluted her and galloped towards the cannons as Rarity kept her eyes focused on the ground. Her heart skipped a beat when she saw the ponies who galloped inside the wooden chariots, leaving fully armed and armored.

The cannon fired, rocking the ship. The explosion was intense enough to make everypony’s ears fold to the sides of their heads. A heavy iron ball soared through the sky, quickly covering distance between the airship and the chariots. It hit one armored vehicle, scattering wood and sending shrapnel flying as it passed through the chariot effortlessly.

Rarity barely had time to see the chariot’s destruction before more logs flew past the airship. Her eyes widened as she saw their increasing accuracy, moving closer and closer to her beloved Elusive. Adrenaline coursed through her system as she galloped across the deck, shouting more orders at her crew.

“Flitter, secure the larboard wing! We’re getting ready for a swift turn. Bon Bon, Lyra, prepare the presents! You know where the acid flasks are!”

Bon Bon’s lips curled into a sinister smile that would have unnerved even the headsmare of the Task Force herself had she seen it. She galloped below deck whilst Lyra grumbled something about being a better shantymare than a fighter before hurrying after her mate.

Amongst the crowd on deck Rarity noticed a young orange pony, barely more than a filly, with her dagger gripped in her mouth. She shook her head, thrusting and slashing invisible opponents. The filly began to gallop starboard and nearly made it to the railing before Rarity extended her hoof to stop her.

“Stop right there, darling.” Rarity said sternly. “What are you doing on deck? I told you that whenever we are being ambushed you are to hide out in the bow. Do you understand, Scootaloo?”

“But captain, I never get to fight,” Scootaloo protested, stomping one hoof on the floor. “And I’ve been practicing too! Won’t you give me a chance?”

Rarity, noticing her anxiety, smiled maternally at the filly. “You’re still young, darling. When you grow up and become a fierce pirate captain yourself you can fight as much as you want. But for now, lay low and keep yourself safe, okay?”

The filly frowned and started grumbling as she walked towards the armory, stomping on the floorboards. Just as she closed the door, the ship shook as another flaming log hit the Elusive’s hull. The crewponies outside cursed loudly, and she could hear some of them struggling to get up.

Another explosion rang out, this time from the ship itself as the first of Berry’s blankflanks darted through the air. The panicked reaction of the soldiers could be heard from all the way up on the main deck,but that was only the start of their retaliation. Berry Punch kept feeding the cannons non stop, letting each fire off with a deafening bang.

Rarity watched her crew as they ran to and fro, helping those who had fallen or dropping presents to the ponies below and she failed to fight back a proud smile. Seeing her crew work like this made her heart flutter with the thrill of the action. Adrenaline pumped through her veins, forcing her to take a deep breath and acess their situation. The Task Force is currently trying to trap the Elusive to the ground with their grappling hooks. Word probably already got out to the Queen and reinforcements are coming with each passing second.

Every point on her mental list stung her and she bit her lip just to cushion the impact. Oh Rarity! Why’d you have to go and raid Canterlot’s biggest forgery?! We had enough supplies already!

Even though it had led up to this dire moment, Rarity couldn’t help but still be proud of her plan and, in the midst of this chaos, she gave out a little private smirk just thinking about it. The whole thing—from the crafty, meticulous planning to the raid itself—had been a work of art; not using it would almost be criminal. She knew that feeling from back when she was a tailor; once she had finished a nice dress, she couldn’t help but flaunt it.

A shout from a crewmember put an end to the lull between attacks. The Task Force riders had been undeterred by the presents and when they appeared over the railing Rarity could see why. The two riders were wearing some kind of segmented armor and stared out towards her behind respirator masks that completely covered their face. Oh horseapples! They‘re learning!

The first rider jumped up onto the railing with trained agility but was greeted by Bon Bon who was—as always—both swift and ruthless. Taking advantage of the fraction of a second where his balance was off, the mare grabbed his foreleg between her front hooves and threw him over the railing. What followed was a horrified scream that ended abruptly.

Lyra didn’t quite have the same combat reflexes and nearly got jumped by the masked rider. She tried her best to block the blows from his rapier with her trusty dagger but two short stabs penetrated her defenses. One missed her torso by a fraction of a millimeter and the second nicked her front leg, drawing out crimson droplets from the wound and making her drop her dagger. The masked stallion took advantage of the situation and readied his weapon.

He was about to finish her off with one neat chop when something grabbed a hold of his head. Bon Bon had snuck up behind him and with one swift motion she sharply twisted his neck, breaking his cervical vertebrae. The rider slumped down onto the floor with a pathetic ‘thump’. Bon Bon brushed herself off and took one surveying look groundboard. A hairline fracture appeared in her ferocious attitude and she began yelling to her captain:

“Capt’n! We’re still being saddled! There’s at least ten more riders trying to creep up.”

The shout was loud enough to thrust Rarity into action. Galloping starboard, she saw quite a few ponies clambering up the cables anchoring the Elusive to the ground. The cables dangled dangerously from supporting the weight of several ponies. As they climbed, Rarity heard the noise of their crane spurring into life. The Elusive shook for a moment before Rarity noticed its descent towards the ground. Her eyes narrowed when she examined the hooks sinking deeper into her beloved Elusive as the crane’s metallic roars added to the cacophony.

The crew was frantically yelling as each of the ponies galloped to their battle stations. But Rarity was instead overcome by an alert sort of serenity, sharp as a knife. It soon shattered, however, when she saw a grappling hook digging through the ship’s pristine paint job and into the wood underneath. The nerve of those unicorn bastards! I just renovated that part of the ship!

“Cheerilee!” she shouted over the noise of angry roars and mechanical hums. Through the sea of mares and stallions running to their stations, a plum mare’s ears perked up before she stopped in her tracks. She placed the bucket of steaming tar she was carrying on the floor and quickly galloped towards her captain as the rest of the crew dropped presents down to the enemy below, hoping to hit those who hadn’t yet found proper cover. “Teach them why it’s impolite to force your way in.”

A wicked smile erupted on the mare’s face as she ran below the Elusive’s deck, reemerging a few moments later grasping a sharp axe with her teeth. Rarity contently watched as she swung her head, cutting the ropes free. This time she didn’t wince at the deep cuts the axe had carved into the wood. The damage to the ship didn’t feel as devastating when it was done by a crew member under her explicit orders.

She watched as the many ponies from the Task Force fell helplessly to the ground below. The distance was now short enough for her to hear the dry sounds of their bones breaking upon contact. With each loose rope the Elusive gained back a bit more altitude although it was still firmly tethered to the ground. Her ears perked up as she heard the furious yells of obscenities by the Task Force members as their comrades fell to their deaths.




Rarity couldn’t help but smile as the Task Force ponies hollered their vulgar taunts at her. Their shouts ceased only for a brief moment, however. This time, they weren’t the frantic, rageful shouts angered by their comrades’ deaths. These were more synchronized, always preceded by a command from their superior. Rarity’s eyes widened and her newfound confidence shattered as realization struck. She turned around and opened her mouth to warn her crew, only to be cut by a shout from somepony on the deck:

“Celestia’s shadow on larboard!”

Instantly, everypony on the deck galloped for cover. Rarity barely had time to hide herself behind the mast before a thick mass of bolts arched through the sky towards the Elusive. The wooden bolts covered ground quickly and lodged themselves deep in its hull, prompting Rarity to scowl. She held her ire, though, as a bolt whisked dangerously near her head. Had she moved a few inches, the Elusive would be in dire need of a new captain and her crew of motivation.

This situation just can’t get any worse, she thought as the first volley of arrows disappeared from the sky. “Give them our broth!” she commanded and her crew got out from their hiding places and began to carry buckets of boiling tar to the airship’s edge. A black, boiling waterfall cascaded downwards, bathing everypony unlucky enough to be in its path in a searing ocean of pain. She was just about to order another assault groundboard when her eyes caught a glimpse of more armored chariots quickly advancing from the bowels of Canterlot.

Rarity did a swift turn and galloped towards the coppery tube, gripping it hard with both forehooves. “Pinkie Pie, the Elusive better be flapping her wings in an instant or I’ll make sure you’ll never throw another party again!” Her shouts were louder than needed; the panic was already getting to her. Some members of the crew noticed their captain’s distress and promptly tried to find the source of it. Those who turned gaze upon the horizon breathed loud gasps as the Queen’s Task Force chariots advanced undaunted towards the ship.

After a few moments of silence, Rarity heard her engineer’s voice surfacing from the device, sounding strangely eerie for somepony with such usually bubbly attitude.

“Okie... dokie... lokie...”

The sun, shining brightly across the land,
warming the sky with her bright golden rays.
Shining on the ocean and the beaches sand.
Shining on the flags that we will unfurl.
She glistens in the clouds just like a pearl.
But all is not well under Celestia’s sun;
What is the queendom coming to these days?
Rogues, despicable, evil, ruthless scum
are staining the peaceful evening sky,
and begging my throat for a battle cry!
Echoing my—

“General, thank Celestia you arrived!” A midnight-blue pony galloped towards the headsmare of the Task Force and saluted. She rolled her eyes for a quick instant, inaudibly reprimanding him for ruining her impromptu mental sonnet.

“At ease, commander.” She saluted back, maintaining her eyes focused on the airship as it struggled to gain altitude. “What is the situation?”

“We have some casualties and a few wounded, but the troop is working diligently to stop those bandits from escaping!” He puffed his chest out and smiled confidently, mind swelling with pride for a job well done.

“I see everything is in order,” she told him as a large number of ponies galloped towards the armored chariots and exited them with their crossbows at hoof. “Have our wounded received proper care?” The stallion visibly cringed at her simple question. His eyes frantically moved from side to side as he tried to come up with something positive to relay to his general.

“W-well... I... we have—”

“Commander!” Her authoritative voice took an angry tone as she scolded him. “These aren’t things! These aren’t pirates! These are our fellow countryponies dying out here! They are fighting for Celestia, like you and me! You will see it that they receive proper medical attention this instant!” He simply saluted her and quickly galloped off to shout orders at his subordinates, leaving the headsmare to ponder on the situation.

She watched the scene as the archers positioned themselves and fired their crossbows with mechanical precision. The volley of bolts flew towards the ship in one large cluster that seemed to blot out the sun. A sinister smile crept across her face as the many bolts lodged themselves on the hull, many more finding the deck. This ought to put the fear of Celestia into them, she thought. Surely it will be enough to sca—

Her smile washed off her face when she saw how the pirate ship’s crew, undeterred by her scare tactics, emptied bucketfuls of tar from its sides. Those fools! They should be cowering in fear! she thought as the many pained yelps from her troops assaulted her ears. The sight of her fellow countryponies dying or deep in pain flashed before her, making her furrow her brows and snarl.

As bodies fell to the ground, some lifeless whilst others were convulsing in intense pain, she looked up and glared at the airship’s sky-blue undercarriage. I’ll deal with them myself; I’ll show them fear!

She strode confidently through her troops, smiling softly when one or two ponies recognized her and stopped to give her a proper salutation. She quickly dismissed them and carried on towards one of the many armored chariots. With swift, precise movements, she removed her custom saddlebags and donned a light armor that didn’t hinder her movements before replacing the bags over her haunches and methodically fastening them. Galloping to one of her top-ranked officers the mare took the grappling hook from his saddlebag and rushed towards the massive airship.

“General, wait! You can’t—” His words reached deaf ear though as the headsmare pointed her grappling hook towards the airship and fired. The hook soared through the sky and lodged itself not on the Elusive’s deck, but on its backside, next to a window. “General!” he tried once more but she was already climbing towards the airship, ignoring his pleas. “Soldier!” he shouted to a pony next to him, who yelped and shakingly saluted his commanding officer. “I want that rope tightly secured to the ground, we must not risk losing our General’s life!”

“Y-yes s-sir!” the shaking stallion replied and turned around to retreive the end of the rope.

“Crazy mare...” he cursed under his breath as she opened the window and climbed inside the ship. “Cease fire from the trebuchets!” he shouted to the ponies manning the armored chariots. “We cannot blow up the rogues with the general up there!”

It must’ve looked like a wild gamble to the officers on the ground and, to some degree, it really was. For all she knew she could’ve jumped right into a group of bloodthirsty pirates ready to ambush her. But the odds had been squarely in her favour; most pirates were on deck by this point and those who weren't would most likely be hiding out on in the fo’c’sle, away from the action. She breathed a sigh of relief however, when she looked around the room she found herself in and saw nopony inside.

Judging by the looks of the room these were probably the captain’s quarters. A multitude of fine portraits hung from the walls, all ornamented with beautiful frames. Some even encrusted with expertly chipped, rare jewels, no doubt stolen from one of the many raids onto some of the houses and mansions from the richest ponies in Equestria.

Every inch of the room was covered in expensive, well polished furniture and decorums. The centerpiece was a large ornate desk with a design that seemed familiar to her. It had an unmistakably West Equestrian flair to it, with design elements based around a maple leaf. Her mind drifted for a second back to the raid on the western keep, one of the more legendary failures of the Equestrian army and, incidentally, the reason the Task Force was formed. Once we defeat the Sky Matron I will return this to its rightful place.

Many parchments and scrolls covered the captain’s desk along with some books that she had not had a chance to read for herself yet, but judging by the captain’s use of logic in situations prior they were probably not just silly fantasy novels. It was clear to her that the Sky Matron was a well read, cultured pony with a fine taste for art; she wasn’t just one amateur, inexperienced pirate. This was also something she had already known, having faced said mare before in the past.

Next to the desk stood a bookcase with a brass bar across the front to keep the books from falling out. Her eyes couldn’t help but be drawn to their spines. Fire Dragon Manual, The Chart of War, Thirty-Seven Stratagems, The Book of Five Horseshoes, Rides and Prejudices... Most of these she had in her own book case.

She removed the brass rod and assessed its weight; she had her trusty flintlock and her knife of course, but her military training had taught her several ways to disarm a pony with what amounted to a thick heavy stick like the coppery one she was now holding, most of them more silent than a flintlock and more reliable than a knife.

The headsmare walked around, looking everything in slight awe. Walking towards a pair of doors, she placed one ear on it and waited a few moments. Hearing nothing, she slowly inched it open and was met with the captain’s closet.

Dresses, was the first thing that crossed her mind. Hung neatly in coathangers or set on display on a mannequin, the shapely gowns seemed like something one wouldn't find on sale on even the most famous dress shop in all of Equestria. These are more than simple dresses, she concluded, noticing the intricate patterns woven through each silky, smooth part of the fabric.

These are custom designs. So the rumors are indeed true... Why did such an extravagant, refined tailor decide to defy the Queen and resort to piracy and petty theft? The question nagged her mind for a little while before she shook her head. Focus, I’m here on a mission, she scolded herself and closed the double doors.

Well, this just leaves me this one. She walked to the other set of double doors in the room and stopped just before opening it. In her pause she took the time to meticulously check her all equipment. Her grip on the brass rod tightened and she took a deep, silent breath to calm her already racing heart. Alright, focus. It’s now or never!

“Cheerilee is doing all she can to rid us from our saddle but more and more riders are creeping up with every passing second!” Bon Bon blurted out the words quickly.

Rarity frowned for an instant and poked her chin with her forehoof.“ Gather any idle pony you can find and help Cheerilee cut those ropes. Spread word for the crew to arm themselves, this is about to get very messy. Oh! Do be a darling and call Roseluck for me, would you please?” she asked in a calm, poised tone.

Bon Bon nodded and jogged off in search for Roseluck. Rarity spared no time and grabbed the tube, cleaning her throat before speaking. “Pinkie Pie, what did you say your newest device did again?”

“Oh! The duster?” she chirped. Rarity thought that paying a little more attention to her would be the best way to make her engineer forget about her outburst earlier. “It gathers steam and compresses it. When the need comes we can release the steam and give the Elusive an extra boost. That’s why I call it the duster, it leaves ponies in the dust behind it.”

“Uh-huh,” she said, already sounding bored. “Sounds good, use that thing then.”

“Aye aye, captain! I just need some time to anchor it to the Elusive or else it will turn into a rocket. Hey, you know what? Rocket is such a funny word. I mean—it rocks! But not like a rock, more like an earthquake. It goes VROOM and WHOOSH and BOOM and KA-POWIE! I guess I should call it a rocker and not a rocket but that would be silly! What kind of a—” Rarity rolled her eyes and hung the device, still hearing the quacks coming from her engineer.

She suddenly felt something cold running up her spine. A faint feeling of unease different from the normal surge of emotions she often experienced during a battle. It was very much like the feeling you get when you feel somepony walking past behind you without actually seeing them. It’s possible that somepony has gotten aboard without me noticing it. I should be vigilant, she thought.

Fortunately, Roseluck quickly approached her, eager to be guided through the battle by her trusted captain. Rarity eyed the pale mare with a slight tinge of envy; Roseluck had an elegance to her that could mirror her own.


“Roseluck! I need you to watch my back. I don’t know why, but I have this awful nagging feeling in my brain that just won’t leave me alone. If you see some cowardly ruffian trying to attack me from behind I want you to give them a taste of your thorn.”

“Aye aye, captain!” she said and readied her trademark obsidian dagger. The short thick blade and its unique shape had earned it the nickname, something that—according to Rarity herself—gave the mare an extra charm.

Roseluck walked a few hoofsteps behind Rarity, turning around every now and then at a sudden sound she judged out of place. It was tough to discern between sounds with so much commotion happening on the Elusive, but she managed to hear something that sounded like a marble rolling across the deck. Without really thinking, she turned around to check it. Instantly, she felt a cold rod being locked around her throat, barely leaving her time to let out a choked grunt before she was forced down on the smooth wooden deck.

The noise alerted Rarity but before she could react properly, a loud explosion rang in her ears and she felt something whisking by her mane, grazing it.

“The hay?!” she swore. Even though she barely had time to see the projectile she could still tell that this wasn't a crossbow bolt, it was much too small and quick. Smoke was still coming out of the headsmare’s gun as Rarity turned around to face her.

“Twilight Sparkle!” she exclaimed, spitting the name with a bit of disgust. “I figured, a real gentlemare would’ve had the guts to face me head on.”

“And that’s coming from a bottom-feeding, dirt-sucking, unwashed pirate,” Twilight remarked with a smirk.

“I am not unwashed!” Rarity leapt into the air in a graceful flying kick aimed straight towards Twilight’s jawbone.

Twilight reacted quickly and jumped away from the kick’s trajectory, landing next to where Rarity was last standing. By that time, the crew was already aware of the intruder. They paused and looked at their captain, expecting more orders, but she just waved a hoof, dismissing them.

“At ease, boys.” She slowly turned around, slid the circular hilt of her diamond encrusted sword around her front leg and locked it into place with a slight tilt of her hoof. Then she drew the weapon, pointing it towards the headsmare. “This filthy unicorn wants a clean battle, so a clean one she’ll get.”

Twilight warily looked to her sides, always keeping the alabaster mare in her line of sight. Many ponies gave her enraged looks, but continued on with their duties, chopping off more ropes from the grappling hooks and dropping buckets of tar and flasks of acid onto the ponies below. When she realized that this fight would indeed be just between them both, Twilight got on her four hooves and let out a sharp guffaw.

“Still using those slangs, I see. No matter, what you just did was pretty stupid. You know that, right?” Twilight said mockingly. “I wouldn’t have stood a chance against your whole crew. But against you alone?”

“Call it stupidity, if you will. I, on the other hoof, call it decency. En guarde, unicorn!” Rarity charged towards her and swung her sword, aiming for her neck. Twilight was quick to roll away from the attack, nearly tripping over the unconscious body of Roseluck.

One of her forehooves touched the brass bar and she quickly took it in her grasp. Hearing hoofsteps nearing her, Twilight instinctively turned around and placed the rod between her and her assailant. The two weapons clashed together, eliciting a dry metallic sound that was accompanied by sparks. Twilight grunted from the shock of such strong blow, but quickly recovered and pushed back with the brass bar.

Rarity made a riposte, using the fraction of a second where her opponent’s force was focused downwards onto her blade. The sudden change in direction was enough to push the brass rod out of Twilight’s hooves. After landing on the deck with a loud ‘clunk’, it rolled over the airship’s side. After the shock of the blow cleared, she cringed at the prospect of fighting barehoofed against an armed opponent; no ammount of fighting skills could make up for that disadvantage.

While most of the Sky Matron’s crew was entranced with the fight, Cheerilee glanced towards the railing and saw a masked head glancing back at her behind a smoked visor. Without a breath of hesitation, she grabbed the axe and trotted up to where the iron hooks were lodged in the Elusive’s side.

“Sorry bub, I used to be a schoolteacher and I got eyes in the back of my neck,” Cheerilee quipped as she hacked off his rope. His howl reverberated through the air as he plummeted to the ground.

The mare smiled briefly, before she noticed that many masked ponies like that one were boarding the airship from both its sides. She yelled out to her fellow crewponies and they rushed to confront the oncoming horde of invaders in a chorus of roars.

After another assault, Twilight got back down on all fours. In this position she had more speed and mobility, which she utilized well. Rarity launched into graceful ballestra, followed closely by a formidable flèche, thrusting her body forward, but Twilight dodged her attack and positioned herself to retaliate. The captain fell forwards and had to catch herself with one of her forelegs. Taking advantage of this, Twilight, already halfway down on the floor from exhaustion, extended a hoof and tripped her over.

Rarity did a quick somersault and soon she was back on her hooves right by Twilight’s flank. The Matron lunged forward, giving Twilight barely enough time to compose herself. Summoning all her strength, she got ready to jump out of the way, but Rarity noticed her swift movement and countered by delivering a kick to her chest, knocking the air out of her. Her body flew briefly before crashing onto the hard floorboards of the Elusive.

She took a deep breath, the air coursing through her aching lungs making her aware of just how much her dry throat and muscles burned with the exertion. Coughing a few times, she remembered the situation she was in and looked up to find Rarity bringing her sword down onto her.

Without time to think, Twilight instinctively raised both forehooves and clasped Rarity’s sword in mid-swing. Her iron horseshoes were able to make the blade stop inches away from cracking her skull. With the blade secured between her iron clasp, Twilight pulled it towards herself as she rolled backwards, throwing the sword away from them both. The captain barely had time to gasp in shock as Twilight bucked with her hind legs, propelling herself forward and hitting Rarity in the chest with her forehooves.

As she went down with a grunt, the headsmare quickly readied herself, landing a few hooves away from Rarity. As soon as she recovered her breath she saw Twilight towering over her, casting a deadly shadow. She shook her gun , causing a bullet to travel across the ring that augumented the weapon to her hooves and llock itself in place on top while she pulled the hammer back with her mouth. She looked up and pointed the gun towards the incapacitated pirate captain.

“You’re finished, Sky Matron,” she spat the name out and quickly added a guffaw to the insult, “your days of violence against the Queen and her subjects are over. I’ll offer you the same decency that you have offered me. Surrender yourself and your crew to Celestia’s judgement or face mine right here.”

“I will never surrender my or my crew’s freedom to that tyrant!” Rarity spat a mixture of saliva and her own blood by Twilight’s hooves, signalling her defiance. Twilight merely raised one eyebrow and looked pitifully at the insolent mare before her.

“So be it,” she said nonchalantly and pointed her flintlock towards the captain, aiming right between her eyes. Rarity’s cerulean, rebellious eyes locked with Twilight’s purples. The gun barrel joined in with the general’s gaze, like a hollow, metallic third eye that seemed to pierce Rarity’s very soul. She averted her eyes, unable to stare at it any longer and looked helplessly towards her fellow crewponies.

Some were watching the scene, paralyzed with utter disbelief whilst others still fought against the many Task Force’s goons boarding the ship. She knew that if any of them dared to save her, the headsmare would surely carry out her execution earlier.

The world seemed to slow down as Rarity heard the flintlock’s hammer being cocked back. In just a few more moments, everything she had fought for would be for naught. Her only silent plea was so that her crewponies continued the Elusive’s legacy in her absence. So many lives relied on her to guide them towards freedom. So many disappointments would surely arise after this day. But as much as she wanted to, she couldn’t believe that her trusty ponies would easily forget about her. They too were part of Equestria’s last hope.

As Rarity’s senses grew sharper with the adrenaline coursing through her system, she was able to notice the tiniest details making itself fully visible and noticeable for her. She noticed Twilight’s muscles contort into a slight frown. It was then that the Sky Matron was able to see through the headsmare’s guise; Twilight didn’t want this. She didn’t want more equine blood on her hooves. She didn’t want to, but she had to kill her. Rarity was known to be one of the biggest threats to Celestia's rule, so it was obvious that killing her was the probable course of action. Twilight’s sense of honor would demand no less.

Suddenly, her ivory ears perked up when she heard the faint sound of a rope creaking. Her eyes moved to look at the source of the noise, meeting only an azure blur quickly travelling downward.

Eat iron, unicorn scum!” Twilight instantly turned around and saw the mare speeding towards her, swinging from a rope. She instantly brought her forehoof up, trying to get a clear shot on the pony.

The flintlock’s hammer hit the frizzen at the same time Rainbow Dash’s iron horseshoes connected with her right collarbone, shattering it. Twilight’s grunt was muffled by the explosion that rang from her flintlock. The bullet whisked past Rainbow’s multicolored mane, taking a few strands from her forelock along with it in its trajectory.

She landed beside her captain, already striking an intimidating pose towards the headsmare as her flintlock flew from the Elusive’s side. Rarity couldn’t help but look up to her quartermaster and flash a sincere smile.

“Always in the last minute with you, eh?” she teased her. Rainbow’s only reply was to look back at her and give out a cocky smile, before turning and hardening her fixed gaze on Twilight Sparkle.

The headsmare looked incredulously towards both ponies before screaming in fury, grasping her right shoulder with a forehoof. The few ponies who weren’t struggling against the Task Force’s soldiers drew out their swords and frowned at Twilight, but kept their distance all the same.

She tried to get up, but the pain in her collarbone combined with her physical exertion promptly made her fall back to the wooden floor of the deck. A sense of urgency hit Rarity like a rock and she grabbed one of Rainbow’s legs. “Rainbow Dash, we’re still being saddled! We need to tell Pinkie Pie to—”

Rainbow shushed her with a forehoof. “Already on it!” She galloped to the speaking tube and proceeded to shout in its conical aperture. “Pinkie Pie! Fire up that...that...that thing you showed me before! NOW!”

“Dashie, is that you? What happened to Rarity?! Is every—”

“Not now, Pinkie Pie!” Rainbow hung the speaking tube, trusting Pinkie Pie to be diligent and comply with her order without the need to be told twice.

Rarity couldn’t help but smirk, one could easily get fooled into thinking that somepony as brash as Rainbow would never have left in the middle of a battle just to check to see if their engineer was okay, but Rarity knew better. As rude as she may be sometimes, she’d sooner sprout wings and fly around without assistance than willingly abandon one of her friends, Rarity thought.

Rainbow turned to the ponies glaring at Twilight Sparkle before shouting more orders:

“Listen up! We’ve got less ropes on starboard than larboard! You three, grab some axes and start cutting ropes only on larboard. Do you understand me?” She didn’t pause to hear their reply, instead turning her head and looking at the rest of the ponies awaiting her command. “The rest of you, focus on the unicorns coming starboard, but do not cut the ropes down. Get to it!”

Rarity was reminded once more why she had chosen Rainbow to be her quartermaster. Although a bit impulsive and obnoxious, her instinctive actions never proved themselves to be the wrong call. Her dedication and loyalty never ceased to both amaze and inspire her. In times like this, it even made her feel a little bit useless, knowing that Rainbow had such a capacity for leadership. She looked around for somepony to order around.

“Lyra,” Rarity muttered, “help Roseluck. I fear that she has been badly injured.” The teal mare nodded once and galloped towards her injured friend. Just when Lyra had reached her, gravity seemed to shift as the Elusive slightly banked to one side, being free from some of the ropes, but still attached to the ground.

“Rainbow Dash, what are you doing?!” Rarity exclaimed. “The Elusive won’t hold it, you’ll break its hull!”

The cyan mare merely smirked in reply. “Avast!” she shouted towards all the crew. Even those still fighting the Task Force’s ponies struggled to pay attention to her commands. “On my mark, cut all the ropes from starboard, savvy?”

Rainbow Dash whisked beads of sweat from her brow and waited for the right time to give out her order. She hoped to Luna that she’d be able to tell when the right moment would come.

A cough from the steam pipes interrupted her concentration, and for a moment she thought their engines had failed and the ship was about to crash. But seeing no steam flowing from the exhaust pipes, she soon realized that it was just Pinkie’s contraption working. Her suspicions were confirmed when the ship began to shake violently.

Now!” The instant her shout was heard, all the ponies positioned starboard swung their axes and swords, cutting the ropes loose. Finally being free from the Task Force’s grasp, the Elusive slowly gained altitude at first, but as Pinkie’s invention was deployed, the airship began to speed up faster than they had ever seen it go.

The compressed steam was released not through the normal exhausters, but from an opening right below the airship, coating the Task Force ponies in it. Even if they could see through the thick cloud that now formed all around them, their grappling hooks would do them no good as the airship quickly flew out of reach, disappearing in the sky.

The few ponies from the Task Force unfortunate enough to be left on board were promptly dealt with. Their spoils were soon taken by the crew, increasing the numbers of both armor, spare metal and weapons in their armory. Once she was sure her airship and her crew were safe, Rarity suddenly remembered that the headsmare was still on board, staining the peace with her presence. As she turned around, she saw the sneaky general attempting to stealth her way towards the arch that lead below the Elusive’s deck.

The captain made a silent signal with her hoof and promptly galloped towards her with her entire crew following close behind, catching Twilight right before she could try to force the door open. Rarity stomped hard on the wooden floor to get her attention, who frowned upon seeing the Sky Matron and her crew slowly advancing.

“Surrender, unicorn. You have nowhere to run. I’m afraid you can’t duck below your Queen’s atrophied wing this time!” With the exception of the ones working under the deck, every mare and stallion from the crew glared at Twilight Sparkle, threatening her with pointed daggers and sharp swords.

A confident smirk emerged on the headsmare’s face, and before Rarity had a chance to predict her motions, the mare jumped up, pushed towards the side of the door to propel herself forward, and landed with a quick somersault right behind the crowd. She bucked forwards, forcing ponies into each other and, in the confusion that ensued, she beelined for the railing.

“She’s over there!” Rarity screeched. “Get her!” Once her crew had gathered themselves, they roared a fierce battle cry in unison and galloped towards the general, trapping her between the railing and the wall of sharp knives and pointy weapons. Twilight looked towards the ground, many fathoms below and then back to the armed ponies. Rarity saw the look on her opponent’s face turn from vertigo to confidence and, in her eyes she could predict the headsmare’s next move. She gave a step forwards as if to stop her, but it was too late.

Twilight jerked her body backwards and was quickly pulled groundboard by gravity. The Sky Matron cantered to the Elusive’s side and watched as the mare pitifully fell towards her certain death. She noticed the headsmare hastily shifting through her saddlebags and once she figured out what the mare was doing, Rarity’s eyes widened in disbelief.

In an instant, a pair of canvas wings protruded from her saddlebags, halting her descent. The wings had the Task Force‘s coat of arms painted on top, taunting the Elusive and its crew with its presence alone as the purple pony glided to the safety of the ground below. So she prepared that in advance, just in case she’d fail... she truly is a formidable opponent. Rarity couldn’t help but let out an amused laugh as she found herself outmaneuvered by the general.


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