An icy wind drove snow across a barren frozen plain. The roaring of the frigid wind muffled the sound of an explosion as an Equirial probe-droid crashed into the surface of Hoss, burying itself deep in the snow. The ice and snow turned to slush from the heat of impact even as the probe-droid emerged, spidery sensor-stalks extended, and began floating over the tundra.

A llamllam galloped over the hard-packed snow, bearing the weight of a heavily-bundled rider. The rider gently urged the shaggy camelid to a halt; a violet magical aura levitated a pair of binoculars out of a saddlebag, raising them to eyes shielded against the driving snow by heavy goggles.

Twilight Sparkletrotter examined the rising plume of smoke in the distant sky with a frown. She pulled out her commlink and turned it on. "Whinny Three to Whinny Seven. Rain, do you copy?"

//Loud and clear, Twi,// the voice of Rain Bolo answered through a burst of static. //What's up?//

"I finished my patrol and didn't find anything, but I think I just saw some kind of meteorite land not too far from here. I'm going to have a look. It shouldn't take long."

Clicking off her commlink, Twilight was about to urge her mount in the direction of the smoke plume when the llamllam started pawing the ground nervously, emitting a distressed sound. "Hey, what's wrong?" she asked.

"There's a yeti right behind us," the llamllam replied in a thickly accented voice.

Twilight turned just in time to dodge a meaty paw that would have taken her head off; she slid sideways off the llamllam, which crashed to the snow with a loud "oof!". Twilight scowled up at the roaring snowbeast, igniting her hornsaber even as it lunged for another strike. Its arm met her magic and sailed over her shoulder, landing with a meaty thump in the snow. The yeti bellowed in rage and pain as the stump of its arm sizzled; with another flash of her hornsaber, Twilight beheaded the monster.

Which promptly fell right on top of her, driving her into the snow. Her hornsaber fizzled out as she lost consciousness.

"Screw this," her llamllam muttered in Dromedese, "I'm outta here." The shaggy beast galloped off into the snow, leaving the stunned unicorn pinned under the dead yeti.

Rain Bolo flew into the massive hangar deck of the Pony Rebel base, shaking snow out of her mane and pushing her goggles up onto her forehead. Weaving through a gauntlet of parked fighters, busy mechanics, roaming droids, and workers unloading supplies, she made her way over to the Millenium Rainboom, where Bigmacca was busy completing repairs on the battered old freighter. "Hey Macky, how's it goin'?"

"It'd go faster if'n you actually helped," Bigmacca grunted through his heavy iron welding mask, barely intelligible around the welding torch he held in his mouth.

"Sorry about that," Rain replied earnestly. "I had to do my bit for this crazy bunch. Gimme a sec to check on somethin' and I'll come help out, okay?"

"Eeyup."

Shaking her head, Rain flew off down a side corridor, headed for the central command bay, a beehive of activity set up in a hollowed-out cavern of thick black ice. She approached a familiar zebra who was busily studying a readout on a console. Noticing her, Zecora looked up.

"What news have you, Rain Bolo? I notice you've returned solo."

"Looks like we're all alone here," Rain replied. "We got the sensors set up, so if they try to sneak up on us, we'll be ready."

"I am relieved to hear that, pegasus daughter," the zebra replied. "And what news of young Twilight Sparkletrotter?"

"She's checking out a meteorite or something," Rain said. "She should be in soon." Pausing for a breath, she continued, "Zecora...I gotta go. I can't stick around any longer."

Nearby, Princess Rariteia, dressed in a lavender fur parka with a fluffy white hood, frowned upon hearing this.

"I see...you will be missed," Zecora said. "Your piloting skills are top-of-the-list."

"Yeah, well, there's a price on my head," Rain replied. "If I don't pay off Opal the Catt, I'll get my wings clipped for sure."

"A bounty is a terrible burden to bear. It's a shame we must lose a fighter so fair."

"Thanks," Rain replied, turning away. As she did so, she noticed Rariteia blocking her path. "Um...hey." She paused awkwardly. "Well...I guess...this is goodbye."

Rariteia said nothing, merely turning away, her nose in the air, and trotted stiffly to the other side of the cave.

"Right," Rain muttered, jaw tight, as she headed back to the Rainboom.

She had just reached the ship when Rariteia came charging up the corridor after her. "I thought you were staying," the princess said.

"Yeah, well...that bounty hunter we ran into a few days ago changed my mind."

"But we need you!" Rariteia insisted.

"And I need to not have Opal's thugs tryin' to kill me!" Rain retorted. She sighed. "Look...once I'm squared away with Opal, I'll come back. Okay? I don't leave my friends hangin'."

Rariteia stared at the pegasus for a long moment, then sighed. "If that's how it has to be..." Shaking her head, she cantered back to the command center.

Rain sighed and turned back to the Rainboom, only to see Spike-Threepio and Owltoo-Detoo emerging from another corridor into the main hangar. "Excuse me, Captain Bolo," Spike-Threepio said, "have you seen Miss Twilight? She hasn't come back yet."

"I don't know where she is," Rain replied distractedly as she examined Bigmacca's repairs.

"Nopony knows where she is," Spike said.

Rain frowned. "Whaddya mean nopony knows where she is?" Spotting a deck officer, she flew over and descended in front of the harried pony. "Hey, you! Do you know where Commander Sparkletrotter is?"

"Haven't seen her," the officer replied. "Maybe she came in through the south entrance?"

"MAYBE?" Rain echoed. "Go find out, why dontcha?" As the officer left to comply, Rain following close behind, Spike-Threepio turned to his companion. "Come on, let's find the Princess. We need to tell her Miss Twilight may be in trouble."

Owltoo hooted.

"Don't start this again."

After a brief conference with several sentries and officers, the deck officer reported to Rain that nopony had seen Twilight. "She might've forgotten to check in," the officer suggested.

"Not likely," Rain muttered. "I'm goin' out to find her."

"But...it's getting dark out there," the pony said. "You'll freeze to death..."

"Then I'll see you in Tartarus!" Rain replied as she exploded out of the base with a thunderclap, leaving a rainbow contrail behind her.

Twilight slowly regained consciousness, grimacing at the feel of bruises and what would certainly turn out to be several broken bones. Through the haze of pain, she discovered that she was trapped under the dead yeti. Its body heat had already dissipated, but its thick fur was helping ward off the cold.

She struggled to use her magic to levitate the heavy corpse off, but the pain made her mind too fuzzy to concentrate. She grunted as she let her head fall to the snowy ground.

{{Twilight.}}

Forcing her eyes open, the unicorn looked up and saw a hazy vision before her.

"...Sunny...?"

The alicorn couldn't possibly be real, and yet she stood there, mane vibrant and eyes bright. Yet there was a certain translucent quality to her...

{{You must go to the Goatgobaah system.}}

"Goatgobaah system...?" Twilight echoed weakly.

{{There, you will learn from Pinkie Poda, the Cuti Master who instructed me.}}

The illusory alicorn faded away into nothingness.

"Sunny..." Twilight moaned one more time before losing consciousness.

Rariteia stood shivering in the main entrance to the base, watching for any sign of Rain or Twilight. Bigmacca and the two droids were nearby, similarly preoccupied with the fate of their friends.

A nearby officer turned as a young stallion cantered up. "Sir, all patrols are in. There's still no contact from Bolo or Sparkletrotter."

The officer sighed. "There's nothing more we can do tonight. Close the shield doors..."

Owltoo began screeching and hooting rapidly.

"That's not very helpful," Spike said as the massive shield doors ground to a close.

Rain slowed to a halt as she spotted Twilight's violet mane spilling out from beneath a dead, headless yeti. "Oh, Buffa chips!" she exclaimed. "TWI! TWI!!" Flying down, she examined the unicorn. Discovering her friend was still breathing, she let out a sigh of relief. "Don't scare me like that..."

"Sunny..." Twilight moaned. "Goatgobaah system..."

"Geez, how'm I gonna get this big fluffy..." Rain tried to budge the yeti, but it wouldn't move. She sighed and sank down into the snow beside Twilight, gently stroking her coat.

"Pinkie...Poda..."

"Hope we don't freeze out here," Rain muttered. "What I wouldn't give to be able to do that hornsaber thingie right about now."

The morning sun gleamed off the bright metal of a speeder as it coasted over the tundra, locked onto a homing beacon. As the beacon pinged loudly, the lone pilot spoke into his headset. "Whinny Base, I've got something! It might be them." Switching frequencies, he hailed, "This is Colt Two. Captain Bolo, do you copy? Commander Sparkletrotter, do you copy? This is Colt Two."

//Good morning!// Rain's voice crackled over the radio. //Nice of you to drop by!//

With a relieved grin, the pilot changed frequencies again. "Whinny Base, this is Colt Two. I found them. They're alright."

Twilight Sparkletrotter floated in a tube of curative slime as several medical droids hovered around her, adjusting equipment and checking readouts.

A short while later, Twilight sat in a recovery bed, still weakened but alert. She smiled as two familiar droids entered the recovery room.

"Miss Twilight!" Spike-Threepio greeted. "It's good to see you back on your hooves."

Owltoo hooted and whistled.

"Yeah, Owltoo's glad to see you too," Spike-Threepio translated.

Rain and Bigmacca entered behind the droids.

"How you feelin', Twi?" Rain asked. "You look strong enough to pull the tail off a Gundonkey."

"Thanks to you," Twilight replied.

"Yeah, that's two you owe me," Rain said with a grin.

Rariteia entered. Rain turned to face her. "Well, Your Highness, looks like you found a way to keep me around after all."

"I had NOTHING to do with it," Rariteia said with a haughty sniff. "General Zecora simply thinks it's too dangerous for any ships to leave the system until we activate the energy shield."

"Yeah, that's a good story," Rain said dismissively. She was about to say something else, but an alarm interrupted her.

//All senior officers, report to command center!//

Everypony glanced at one another; without further comment, Rain, Rariteia, Bigmacca, and the droids bustled out of the recovery room. Twilight watched them go, ears drooping.

As the group entered the command center, Zecora looked up grimly from a console. "We are not alone, I fear. Something from our west draws near."

A lieutenant manning a tracking station called out, "Whatever it is, it's metal."

"Then it's not another yeti," Rariteia concluded.

"Could it be a speeder? One of ours?" Rain asked.

"I'm getting a signal..." the lieutenant said. He tapped at several controls with his hooves; an electronic, buzzing chatter filled the cave.

Spike-Threepio tilted his head. "I know six million languages. That isn't Pony Rebel. It could be Equirial."

"It isn't friendly, whatever it is," Rain said. "C'mon, Macky, let's check it out."

The probe surveyed the smoldering ruins of a Pony Rebel sensor station, then extended a slender antenna from its top, emitting a high-pitched signal.

A horseshoe abruptly tore its antenna off; a second horseshoe ripped it in half. It collapsed to the snow, sparking and smoking.

"Nice shot, Macky!" Rain cheered.

"Eeyup."

//We got it,// Rain reported over the commlink.

"What was it?" Rariteia asked.

//Looks like an Equirial probe,// Rain replied. //It's a safe bet our secret's out.//

"Then our base will soon be laid waste," Zecora lamented. "We must evacuate post-haste!"

Six massive Equirial Starbuckers glided through space in an ominous formation. The lead ship was larger than the rest; where the others were horseshoe-shaped and painted bright white, the massive Lunar Starbucker was painted gloss-black and shaped like a crescent moon, signifying it as the personal flagship of Nightmare Moon.

On the command bridge of the Lunar Starbucker, various officers looked up, tense, as the vast doors hissed open and the loud, mechanical breathing of Nightmare Moon filled the bridge. Two officers who had been conferring near a communications console turned and stood at attention at the approach of the Dark Lady.

As Nightmare Moon strode across the bridge, a slightly younger officer, a gray pegasus with a blond mane and derped eyes, flew erratically over to the two senior officers, skidding to a halt face-first on the deck in front of the shorter of the two: a squat, portly, dull-looking unicorn with a seafoam-green coat and a short brown mane. "Admiral!" the pegasus said excitedly, waving a flimsy she held clenched in her teeth.

"Yes, Captain?" the squat pony replied, still not taking his eyes off Nightmare Moon.

"We've got a report from a probe in the Hoss system," the pegasus continued, flipping the flimsy up and trying to read it upside-down. "It's the best lead we've got..."

"We've got thousands of probes searching the galaxy!" the admiral snapped. "I need proof, not leads!"

"But we picked up life signs," the dejected captain protested petulantly, pawing the deck with a hoof.

"So what?"

"Well Hoss isn't supposed to have life..."

Nightmare Moon's blood-red magic wrapped itself around the printout the pegasus held and levitated it in front of her. She studied it for a moment, then walked over to a large screen, showing the distant Hoss system. Tiny specks which were barely identifiable as ponymade flickered in and out of orbit around the large ice planet. "THE REBELS ARE THERE," she declared.

"But My Lady," the admiral protested, "it could be anything. It could be smugglers, it could be—"

He was slammed against a bulkhead.

"THEY ARE THERE," Nightmare Moon repeated insistently, "AND SPARKLETROTTER IS WITH THEM. SET A COURSE FOR THE HOSS SYSTEM. GENERAL SNAILS, PREPARE YOUR MEN."

The gangly, golden-orange unicorn officer who had been conferring with the admiral saluted sharply, and Nightmare Moon turned and strode from the bridge.

The hangar bay of the Pony Rebel base was busier than ever as officers and technicians frantically loaded the massive transport ships and hitched up spacepegasi, issuing launch instructions as alarm klaxons echoed off the icy walls. Near the entrance, a small fleet of hornspeeders were lined up, readied for any Equirial attack. Rain Bolo examined the hastily-completed work on the Millenium Rainboom, scowling as a power coupling exploded, issuing black smoke.

Twilight galloped into the hangar, still dressing in her cold-weather gear as she ran. She cantered to a halt at the loading ramp of the Rainboom. "Rain, Macky...take care of yourselves, okay?"

"You too. You sure you're good to go?" Rain asked.

Twilight smiled. "Never better."

"General Zecora, there's a fleet of Starbuckers coming out of happyspace in sector four!"

Zecora examined the large sensor display showing the Equirial fleet and frowned. "Reroute all power to the energy shield! Until the transports are away, we must not yield!"

General Snails nervously entered Nightmare Moon's meditation chamber, standing at attention and trying to keep his knees from shaking.

"WHAT IS IT, GENERAL?"

"My Lady, the fleet's moved out of happyspace, eh. We've detected an energy shield protecting the sixth planet of the Hoss system, eh. It's strong enough to repel a bombardment of any magnitude, don'tcha know."

"AN EPISODE VI REFERENCE? REALLY?" Nightmare Moon retorted archly. With a snort, she shook her head. "MORE IMPORTANTLY, THE PONY REBELS ARE ALERTED TO OUR PRESENCE. ADMIRAL SNIPS CAME OUT OF HAPPYSPACE TOO CLOSE TO THE SYSTEM."

"Uhhh, he thought it'd be a good idea to surprise them, eh..."

"HE IS AS CLUMSY AS HE IS FAT AND STUPID," Nightmare Moon thundered. "PREPARE YOUR TROOPS FOR A SURFACE ASSAULT!"

"At once, My Lady!" Snails replied, saluting sharply.

As he left, Nightmare Moon turned and activated a viewscreen, displaying the bridge of the Lunar Starbucker. Admiral Snips appeared on the screen, the gray pegasus hovering upside-down behind him.

//Lady Nightmare Moon, the fleet's moved out of happyspace, and—//

Snips fell silent with a strangled gasp; he clutched at his throat with his front hooves, eyes bulging.

"YOU HAVE FAILED ME FOR THE LAST TIME, ADMIRAL."

Admiral Snips fell to the deck, dead.

"CAPTAIN DERPIETT."

"Uhhh...yes, My Lady?" the pegasus asked, turning herself right-side-up and trying to focus on the viewscreen.

"DEPLOY THE FLEET AND MAKE READY TO INTERCEPT ANY SHIP THAT ATTEMPTS TO LEAVE THIS SYSTEM. YOU ARE IN COMMAND NOW, ADMIRAL DERPIETT."

"Wow, thanks, Lady Nightmare Moon!" Derpiett replied cheerfully, doing a loop-de-loop in midair. As Nightmare Moon deactivated the viewer, her last view of the bridge was a pair of junior officers hauling away the corpse of their former commander.

"The heavy transports will launch as soon as they're finished loading. Only two fighter escorts per transport," Rariteia said to the assembled fighter pilots in the command center. "The energy shield can only be opened for a brief time, so please take care to stay close to your assigned transports."

"Two fighters against a Starbucker?" a middle-aged mare asked dubiously.

"The dragon cannon will fire several shots to make sure any enemy ships are out of your flight path," Rariteia reassured her. "Once you've cleared the energy shield, proceed directly to the rendezvous point. Understood?"

"Yes, ma'am!" the pilots chorused.

"Then good luck." Dismissed, the pilots scrambled to their ships.

Outside the base, Pony Rebel troops hurriedly positioned gleaming pieces of heavy artillery along the snow trench leading to the base while officers yelled orders. Stout stallions wrangled a juvenile dragon into the rear of a massive cannon which was aimed up at the sky. Near the power generators, even more troops scrambled to set up artillery and portable shielding, even as the generators spat sparking, popping arcs of electricity into the biting arctic wind.

Inside the command center, Rariteia and Zecora oversaw the battle preparations with mounting tension. "They will undoubtedly strike at our generators with zeal. Make ready to open the energy shield!"

The energy shield dissipated with a loud crackle; a massive Pony Rebel transport, hauled by ten spacepegasi, took off from the surface, flanked by two P-wing fighters. Above them, an Equirial Starbucker loomed ominously.

Behind the Rebel ships, a massive blast of dragon fire erupted from the dragon cannon, lancing out into space and striking the Starbucker. Fiery explosions raced across the mighty ship's hull as it spun out of control and veered crazily into space; the Rebel transport and its escorts shot into happyspace with a prismatic burst.

//The first transport is away.//

Cheers rang through the main hangar at this announcement. Twilight cantered briskly to her hornspeeder, meeting up with her gunner, a young, eager, ice-blue colt named Shady Daze, on approach.

"Feeling alright, Commander?" the colt asked.

"Just like new, Daze. How about you?"

"Right now I feel like I could take on the whole Equire myself," the colt replied cheekily.

Twilight laughed as she strapped herself in. "I know what you mean."

A Pony Rebel watching the horizon line through binoculars bit off a curse at what he saw: four enormous mechanical bunny rabbits gleaming in the cold sun, hopping ponderously toward the Rebel base. Bolts of blaster fire streaked away from the mechanical bunnies, carving deep potholes of steaming slush in the frigid landscape. As the bunnies drew closer to the base, the ground began to shake with each hop.

"Whinny Station Two-E-Nineteen," the lookout reported into his commlink, "we've got Equirial hoppers incoming!"

//We're on our way,// Twilight's voice reported over the open channel as the hornspeeders raced out of the hangar. Above them, the gunnery officers were unloading heavy artillery fire on the approaching hoppers, to little effect.

"Hay Leader to Hay Squadron. Keep it tight, everypony," Twilight instructed her squadron.

The hornspeeders streaked toward the hoppers, weaving between hailfire from the hoppers' blaster cannons and responding with powerful horn missiles. Most of the missiles passed harmlessly under the giant rabbits and raised clouds of ice and snow as they impacted the ground and exploded; the ones that hit blasted plates of armor off the hoppers, but did little in the way of appreciable damage.

"Alright everypony, rodeo time!" Twilight commanded, suddenly veering her speeder sharply to the left. The squadron broke formation, splitting into two columns which peeled off and began circling two of the hoppers. Twilight angled her speeder up and flew at the faceplate of her chosen hopper, strafing it with her blasters. The blaster bolts deflected harmlessly off the thick armor, and the hopper responded by slapping her speeder, sending it skidding into the snow.

//Twilight!// a voice called over her comm.

"I'm okay, no system damage," Twilight replied. "Blasters are no good, though. We'll have to try something else...arm your harpoons and tow cables. Go for the ears."

Following Twilight's instructions, the two groups of speeders fired their tow cables at the ears of the mechanical rabbits; the harpoon tips sank deep into the thin armor of the ears, and the speeders' circling pattern wrapped the cables tightly around their quarry.

"Alright, everypony! PULL!"

The speeders stopped circling and took off in one direction in unison, firing their thrusters at full power. The cables pulled taut and held; the two roped rabbits were dragged face-down into the snow, where they lay uselessly.

"That's two down," Twilight reported.

//Good job, Hay Squadron!// Rariteia called over the commlink. //I'm relaying your strategy to Oat Squadron to take care of the other two.//

"Copy that," Twilight replied. "We'll mop up whatever troopers come out of those—uh-oh, here we go."

Steedtroopers billowed out of hatches located in the posterior section of the fallen hoppers. Hay Squadron swung around and opened fire, tearing the armored troopers apart with a hail of blaster fire. Nearby, another group of hornspeeders had copied their performance, dropping the other two hoppers.

"That was easy," Daze commented.

"Yeah...giant rabbits, seriously, what were they THINKING?" Twilight wondered.

"Hey, I ain't complainin'," the younger pony said.

"Are all the transports away?" Rariteia asked.

"Yep, we're good," Spike-Threepio replied.

"Good. Let's evacuate the ground staff." She switched on the commlink again. "Hay Squadron, Oat Squadron, we're about to drop the shield. Keep the ground troops busy while we get everypony out."

//What about the Starbuckers?// Twilight's voice asked.

"It's a risk we've got to take," Rariteia replied.

//You're right...good luck. May the Horce be with you.//

Rariteia and Zecora galloped down the corridor to the main hangar. The last of the base personnel were boarding a small transport shuttle, which was rapidly filling to capacity.

"There's only room for one more," an officer said apologetically.

"Then I surrender that honor to you, Princess. You are needed more, I am needed less," Zecora deferred.

Rariteia shook her head. "No, you get on, Zecora. I—"

"Hey, Princess, you comin' or not?" Rain shouted from down a corridor. "And I guess you can bring that dippy dragon-droid along too."

"Rain!" Rariteia called happily. "I thought for certain you'd already gone—"

"Yeah, well..." Rain looked off to the side, twiddling her front hooves. "You know me, I don't like to leave anypony hangin'." She shook her head. "Now hurry up, we gotta blow this popsicle stand!"

"I'll be right with you," Rariteia said. Turning to Zecora, she nodded. "Good luck, Zecora."

"May the Horce be with us all, and see to it that none shall fall," the zebra replied, saluting before boarding the shuttle, which sealed its airlock and hovered above the deck.

Rariteia levitated Spike-Threepio onto her back and galloped down the corridor after Rain.

The transport and the Millenium Rainboom shot out of the Pony Rebel base, streaking into the sky and disappearing. Seconds after they cleared the atmosphere, burrolaser blasts from the orbiting Starbuckers ripped into the base's power generators, which exploded violently, shaking the ground and sending chunks of fiery debris flying in all directions and massive clouds of steam billowing into the sky.

"They got out just in time," Twilight said. "Okay, my little ponies! Let's fall back and get to the P-Wings before the Equire blows them clear to Mustangfar!"

The hornspeeders raced back to the base, evading blasts and explosions as the unprotected base finally succumbed to Equirial attack. As they docked the speeders, the pilots jumped out and galloped to their P-Wings; Owltoo was already loaded into Twilight's fighter as she teleported into the cockpit and readied the craft for takeoff.

As the P-Wings streaked into space, Twilight began adjusting controls. Owltoo hooted inquisitively. "Don't worry, Owltoo," the unicorn said. "There's nothing wrong, we're just not going to the rendezvous."

Owltoo hooted several times.

"I'm setting course for the Goatgobaah system," Twilight replied.

Owltoo hooted again.

"Trust me, I know what I'm doing."

Rain stretched as the Millenium Rainboom emerged from Hoss' gravity well. "Okay, looks like we're..."

Two Starbuckers loomed directly to starboard, right in the Rainboom's intended flight path.

"...not even remotely clear. Everypony on alert!" Rain commanded. "Macky, get the deflectors up and—"

The Millenium Rainboom shuddered as burrolaser fire from a Starbucker burst against the aft plating.

"Why weren't your deflectors already on? You KNEW we'd be running into this sort of trouble!" Rariteia cried.

"Gimme a break, Your Highness! It takes a couple minutes after escape velocity before the deflectors will even work, and we JUST took off!"

"Just how old ARE your deflectors?"

"Pretty old..."

The ship lurched violently, sparks showering from an overloaded coupling.

"Get us OUT of here, if you wouldn't mind!" Rariteia screamed shrilly.

"What the hay do you think I'm TRYIN' to do?!" Rain retorted sharply, flipping switches and checking instrument readings. Bigmacca was likewise occupied.

The Starbuckers belched forth a stream of PIE fighters, which bore down on the little freighter, laser fire raining down and causing small explosions throughout the cockpit. "Okay, we've gotta ditch these losers," Rain grumbled. "Macky! Evasive action!"

"Eeyup," Bigmacca replied, taking the helm and deftly swinging the Rainboom around in a wide circle.

For the next several minutes, the Rainboom dodged PIE fighters, occasionally luring the tiny interceptors into firing on one another or flying into the path of fire of the Starbuckers.

"Okay, I've finished calculating the happyspace jump...punch it, Macky!"

"Eeyup," Bigmacca agreed, activating the happydrive.

Nothing happened.

"I said punch it!"

"Ah punched it. It ain't punchin' back."

"Buffa chips," Rain spat. "I think we're in trouble..."

Spike-Threepio tottered into the cockpit. "Bad news, everypony! The happyspace motivator is damaged! We can't jump to happyspace!"

"We're in trouble," Rain moaned, facehoofing.

"Eeeeeeyup."

Another squadron of PIE fighters surrounded the freighter, with one of the Starbuckers closing in on a near-collision course.

"Oookay, I can fix this, I can fix this...Macky! Keep 'em off our butts! Spike, talk to the computer, see if you can't find out what's wrong! Princess...um..."

Rariteia teleported into the port gunnery chair and armed the lasers.

"Uh...yeah. Do that."

The Rainboom streaked through space, trying to elude its pursuers as heavy fire rained down all around it; feeble bolts of blaster fire from the Rebel ship answered the Equirial assault. The fighting was so intense that neither combatant noticed the asteroid field at the edge of the Hoss system, which the ships were rapidly approaching.

In the circuit pit, Rain cursed violently as she worked, trying to track down and repair whatever was causing the happydrive to fail, while barking orders at Spike-Threepio to hand her various tools. After several minutes, the entire ship lurched with a muffled *crunch-thud* sound.

"What the hay?!" Rain flew up out of the circuit pit.

Rariteia clambered back into the cockpit. "That wasn't an attack," she said.

The ship rocked again, another muffled crunch ringing through the hull.

"We're in th' asteroid field," Bigmacca said. "Durn Equirials corraled us right inta it."

"Buffa chips," Rain groaned. Through the forward viewport, the ponies could see hundreds of asteroids of various sizes whizzing around. "Okay okay, um, uh..." She brightened suddenly, wings fluttering. "Hey, wait! I've got an idea!"

"Oh, DO you?" Rariteia asked, arching an eyebrow skeptically.

Rain steered the Rainboom into the asteroid field, narrowly avoiding a collision with an asteroid half the size of the ship.

Rariteia stared at the pegasus. "ARE. YOU. INSANE?!" she screeched.

"Quiet down, Princess," Rain snapped. "I've gotta concentrate..."

The Rainboom banked almost 90 degrees and whizzed behind another asteroid, then jerked straight up, throwing Rariteia and Bigmacca back in their seats and sending Spike-Threepio tumbling toward the aft section. After three seconds of climb, Rain banked the ship at a downward angle, directly toward a cluster of small asteroids.

Behind the ship, four of the PIE fighters continued their pursuit, slowed down by the fact that the pilots, while skilled, were nowhere near as talented nor as suicidally insane as the colorful pegasus. One of the fighters couldn't quite make the sharp turn Rain had made, and one of its ion fins was sheared off by an asteroid. It spun out of control, impacting on the surface of another asteroid and exploding.

"That's one down," Rain muttered.

"That Starbucker is still back there," Rariteia pointed out. Indeed, the massive ship was doggedly destroying smaller asteroids, clearing its own path through the field, though the speed of its pursuit was drastically reduced.

"LOOK OUT!" Bigmacca shouted as a house-sized asteroid hurtled directly toward the Rainboom from dead ahead.

"Dammit!" Rain banked the ship hard to port. They could hear the asteroid scraping the underside of the ship. Rain tensed up, gritting her teeth.

"No hull breach," Spike-Threepio reported. "You're pretty much gonna hafta repaint the ship, though."

"No, really?" Rain retorted. A bolt of laser fire from a PIE fighter streaked past. "Oh, for BRAYING OUT LOUD!"

Suddenly, a pony-sized asteroid near the PIE Fighter glowed blue-white and zipped sideways, slamming violently into the tiny ship, which exploded.

Rain stared, slack-jawed. "What...the..." She turned slowly to Rariteia. "Was...was that you?"

The princess fluttered her eyelids, seeming as shocked as the brash pilot. "Why...yes, yes I believe it was..."

"Nice work," Rain said. "But we're not outta this yet..."

As she dodged several more small asteroids, Bigmacca said, "There's a heap big'n comin' up. At th' speed we're goin'..."

"I see it," Rain said. Then, suddenly, she broke into a grin. "And I see something else, too. Hang on, everypony!"

The Rainboom's thrusters flared as Rain increased speed, bringing the ship in a tight arc that practically skimmed the surface of the moon-sized asteroid. The pursuing PIE fighters exploded against its surface as they failed to execute the death-defying manuever.

"YOU ARE THE CRAZIEST BUCKING PONY I HAVE EVER—"

The sudden, violent arching of the ship's trajectory shut the princess up as she was thrown against her restraints. Then, without warning, everything went dark except for the lights on the control panels.

"What the...what just..."

Rain grinned. "Saw a tunnel on my scope as soon as I got around to the backside of this rock. Figured it'd be a good place to hide."

"We're...we're INSIDE that asteroid?" Spike-Threepio cried.

"Eeyup," Bigmacca said. "Durn crazy stunt, Rain. Reminds me'a th' time we—"

Rariteia got right in Rain's face. "YOU. COULD. HAVE. KILLED US!!" she screamed.

"But I didn't. You're welcome, by the way."

"You...I...just...AAAAAAAAAAAAAAAARGH!" Rariteia shouted in frustration, before tossing back her head and marching stiffly out of the cockpit.

"Uh...okay then. Let's see about fixing that happydrive."

Twilight's P-Wing emerged from happyspace and gracefully entered orbit of a planet almost entirely shrouded in dense clouds. "There it is. Goatgobaah."

Owltoo hooted inquisitively.

"Goatgobaah isn't a who, it's a—oh. Right." Twilight chuckled at herself. She frowned as she checked her instrumentation. "Doesn't look like there's any cities or technology. There's definitely life down there, though. A LOT of it."

Owltoo hooted doubtfully.

"Oh, I'm sure it's perfectly safe." Twilight gently eased the ship into the planet's atmosphere, descending into the dense cloud cover. Soon, the canopy was completely blanketed in dense gray clouds; Twilight was forced to rely on instruments to carefully pilot the fighter through the blinding cloud layer.

A warning klaxon went off, nearly deafening the unicorn. Owltoo began shrieking; the P-Wing shuddered violently as the combined turbulence from atmospheric flight and the incredibly heavy cloud cover tossed the ship about like a leaf caught in a storm. The scopes flickered and went dead; Twilight gritted her teeth and braced herself in her seat as she jammed the yoke forward...

The clouds abruptly parted around the nose of the fighter, and just as the thick tendrils of clinging mist peeled away from the canopy, the fighter lurched with a sickening *CRUNCH*.

The scopes reset themselves, the alarms began screaming more loudly, Owltoo made a deafening racket, and when Twilight could finally see, she wished she couldn't.

The fighter had collided with the face of a massive, hideous reptile. Which looked confused for a moment, before its face contorted into an expression of fury. It roared.

"GAH! WHAT THE HAY?!" Twilight yelped, pulling back on the yoke and kicking in the aft thrusters to swing the P-Wing back and away from the monster.

It roared up at her...and then one by one, three identical monsters emerged from the mist, also roaring furiously at the starfighter.

Owltoo hooted a warning. "Yes, I can SEE there are four of them," Twilight snapped. Then, she paused as she looked down at the thick, muddy swamp beneath the straining, snapping heads. "No, wait...there's just one monster. It's got four heads!"

One of the heads stretched out and snapped at the nose of the ship.

"The heck with this," Twilight muttered. She fired one blast at each head, then fired two proton torpedos at the body. A massive explosion engulfed the beast; the heads screamed in pain as they collapsed limply into the swamp, sinking beneath the murky water. The P-Wing streaked away from the burning corpse of the beast.

Twilight panted heavily. "That was scary. But I think we're okay—"

A tree reached up out of the swamp and smashed itself into the ship, sending it spinning out of control. Owltoo shrieked and Twilight screamed as the P-Wing tumbled wildly through the air, bounced off a large rock, and landed with a thick wet squelch in the middle of the deepest, muddiest part of the swamp.

Twilight's ears drooped. "Oh no."

Popping the canopy, she clambered up out of the ship. She looked around, surveying the scene, and grimaced. "I don't think my insurance is gonna cover this, Owltoo."

The little droid hooted in agreement as it popped itself free of its compartment and teetered precariously down the length of the P-Wing.

A thick fog surrounded the patch of swamp Twilight had "landed" in; she couldn't see for more than a quarter of a mile in any direction. What she COULD see, however, was very discouraging: a dense, muddy swamp, thick, gnarled trees, and grayish-brown rocky ground. "Well, this is certainly...scenic," Twilight said. She sat down heavily on the nose of the ship, unmindful of the mud clinging to her tail. "Oh, Owltoo...what am I even DOING here?"

The little droid did not reply, simply tottering to rest at her side.

Derpiett flapped her wings idly as she hovered before the entrance to Nightmare Moon's private chambers. Finishing the last bite of a delicious blueberry muffin, she brushed the crumbs from her uniform before entering the Dark Lady's sanctuary.

What she saw upon entering was not the fearsome glossy-steel form of Nightmare Moon—at first. For just a moment, she caught a glimpse of a frail, maneless, heavily scarred blue mare. Then, armatures descended from the ceiling, lowering the familiar black armor into place. The whining hiss of closing seals pierced the silence. Nightmare Moon whirled to face the door, rustling her black steel wings. "YOUR REPORT, ADMIRAL?"

"We just got a report from the ship following the Millenium Rainboom," Derpiett said. "They lost the Rebel ship in an asteroid field."

"I HAVE LITTLE TOLERANCE FOR FEEBLE EXCUSES. I WANT THAT SHIP."

"Yes, my Lady."

As Derpiett turned to leave, Nightmare Moon added, "AND ADMIRAL?"

"Yes, Lady Nightmare?"

"I ALSO WANT ONE OF THOSE MUFFINS."

Derpiett pouted. "Okay," she said with a sigh.

"There, everything's down but emergency power," Rain said. The interior of the Rainboom was nearly pitch black. "They can scan the field all they like but unless somepony flies right up this rock's butt, they'll never find us."

"How prosaic," Rariteia said with a dainty sniff.

"You...don't need me to turn myself off, do you?" Spike-Threepio asked worriedly.

"Of course not," Rain said. "YOU, I need to help figure out what's wrong with the happydrive."

The Rainboom abruptly lurched, staggering its occupants.

"Oh no! They found us! They're gonna kill us! We're gonna die!" Spike-Threepio wailed.

"No, that wasn't..."

The ship lurched again.

"Yyyyyeah, I'm pretty sure that was the asteroid," Rain said. "Either they're tryin' to blow it up, or..." She shook her head. "Just means we gotta work fast. Bigmacca, you and dragon-dip get back there and work on the happydrive."

As the stallion and the droid left the cockpit, the ship lurched again, throwing Rain against the console, and an indignant Rariteia right into her face...rear end first.

"UGH! Get your fat, smelly plot offa my face!" Rain complained.

"FAT?" Rariteia shrieked indignantly. "Why, I'll have you know I—"

The ship shook again.

"Yeah yeah, save it for later. We gotta figure out what's causing THAT."

Twilight sighed as she levitated a heavy equipment box from the wrecked ship to the rocky shore. Rummaging around in it, she withdrew a small fusion furnace and a power cable. "Need a recharge, Owltoo?"

The droid hooted eagerly, and Twilight chuckled as she plugged him in. Satisfied the recharge process was underway, she dug into the box and emerged with a smaller box containing a number of pressed honey oat bars. Unwrapping one, she bit half of it off. As she chewed, she looked around at the bleak, murky surroundings. "I wonder if this Pinkie Poda even exists...maybe I just dreamed the whole thing. I mean, I was knocked out cold in the snow..." She sighed. "I wonder..."

"HI!" a high-pitched, absurdly cheerful voice called.

Twilight turned around...and reared in alarm as the pinkest pony she had ever seen appeared an inch from her face.

"GAH!" she cried. "Don't sneak up on me like that!"

"New here, you are? Here, a cupcake eat," the pink mare said, offering Twilight a fresh-baked, iced cupcake.

"Uhh...thanks?" Twilight said, accepting the cupcake. She nibbled at it, and smiled. "Hey, this is pretty good!" She studied the unexpected mare. She was an earth pony, and seemed completely out of place in this dark, dank, foggy swamp, with her bubblegum-pink coat and poofy cotton-candy mane. She watched Twilight with shining, bright blue eyes and a huge, squeaky grin. Twilight raised an eyebrow. "Juuuust out of curiosity...do you by any chance know a pony by the name of Pinkie Poda?"

"A pony by the name of Pinkie Poda? My name, that is! Here, a cupcake eat."

"Wait...YOU'RE—?! But that's impossible!" Twilight stared in shock at the absurd mare. "You're...you're just not OLD enough to be...! I mean, Pinkie Poda trained Ali-Corn Celesti, and she was an old mare! And you, well, you're MY age...! It just isn't possible! It isn't logical! YOU are NOT LOGICAL!"

"Logic, in the presence of the Horce, no meaning has," the pink mare said. "Young I may look, but Pinkie Poda, I assure you, I am. Here, a cupcake eat."

"Uhh, no thanks...I'm still kinda working on the first one..." Twilight said absently, eyes wide in disbelief. "You're...you really ARE..."

"Come here you have, why? Here, a cupcake eat."

Since Twilight had finished the first one, and it was delicious, she accepted the second one. Idly, she noted that Pinkie Poda wasn't wearing saddlebags, and for the life of her she couldn't see any sign of a tray or cart or wagon or anything bearing a supply of cupcakes. Shrugging, she bit into the new treat. "Well...this may sound crazy, but I think I came here to ask you for training."

"Training, you say? A master baker, to become? Help you with that, I can. Here, a cupcake eat."

"Where are you even GETTING all these cupcakes?" Twilight wondered aloud. "And no, that's not what I came here for. I came here to learn the ways of the Horce."

"Ahhh," Pinkie Poda said, nodding. "Help you with that, I cannot. Here, a cupcake eat."

"I think I've had enough cupcakes, thanks. And why can't you help me? Was my vision wrong?"

"A vision, you had? Here, a cupcake eat."

"I already told you I don't want any more—" Twilight sighed. "Sorry. I'm full, really. And my vision..." She paused. "Sunny—I mean, Ali-Corn Celesti—told me to come to the Goatgobaah system and ask you to train me, because she...because she..." Twilight bowed her head, tears welling up in her eyes.

"Into the Horce, Ali-Corn passed, has," Pinkie Poda said quietly. "A joyous thing, this is. Mourn her, do not. Miss her, do not. Here, a cupcake eat."

"Thanks," Twilight said, absently eating the cupcake without really tasting it. "What do you mean, she's 'passed into the Horce'?"

"Everything you see, the Horce surrounds. The swamp. Your ship. The rock. The tree. You. Me. The cupcake. Everything. Powerful, the Horce is. Life would not exist without it. Cupcakes would not exist without it. When we die, into the Horce, we pass. The Horce, we become. Become the Horce, Ali-Corn has. A time of sadness this is not. Here, a cupcake eat."

Twilight accepted the cupcake but didn't eat it. "So...you really are a Cuti Knight."

Pinkie Poda closed her eyes. "A Cuti Knight, I was. Long ago. Now, a simple hermit, I am. Train you, I cannot. Go, you must. Here, a cupcake eat."

"I didn't come all this way and wreck my ship for cupcakes!" Twilight shouted. "I came to learn the ways of the Horce! Because...because..." She looked away. "Because..."

"Your enemy, you seek to destroy? Like the Hydra? Nothing, the Hydra did to you. Necessary, killing it was not. No cupcake for you."

"I didn't mean to kill it! It scared the heck outta me and I thought it was gonna eat my ship!"

"Your fears, you let control you. Your anger, you let control you. Your doubts, you let control you. Impatient, you are. Believe in the Horce, you do not. Still clinging to what you know, you are. Unlearn you must, what you have learned. But you are too old. Too stubborn. Too skeptical."

"Too old? What?" Shaking her head, Twilight pressed, "But...how can I avenge Sunny and...and my mother...?"

"Vengeance, you seek? The path to the Dark Side, vengeance is. Help you seek vengeance, I will not."

"Then how about justice?" Twilight demanded. "Weren't the Cuti Knights the guardians of order and justice? Don't you still have an obligation to—"

"ENOUGH! Away with you! And a cupcake for the trip home take!" Pinkie Poda galloped off into the dark forest and disappeared in the fog.

Twilight sighed, staring down at the three uneaten cupcakes sitting on the ground in front of her. She bowed her head and closed her eyes.

After a moment, she looked up, eyes full of determination, and galloped into the forest in pursuit of the eccentric hermit.

//—and they disappeared off our scopes,// a hologram of a Starbucker captain reported. //My Lady, there is simply no way that vessel survived in such a dense asteroid field—//

"NO, CAPTAIN. THEY ARE ALIVE. ORDER EVERY AVAILABLE SHIP TO JOIN YOU. SWEEP THE ASTEROID FIELD UNTIL THEY ARE FOUND."

As the hologram disappeared, Nightmare Moon turned to find Derpiett hovering near the communications console. "YES, ADMIRAL?"

"Um...the Empress...wants to talk to you."

Nightmare Moon nodded and left the bridge.

Nightmare Moon sealed the door to her private cabin and knelt upon a raised platform. Immediately, a faintly distorted hologram filled the air before her, stretching from wall to wall and ceiling to floor: a mare whose features were mostly cast in shadow by the voluminous hooded cloak she wore, her coat color indeterminable due to the distinctive blue tint of holographic communication.

"WHAT IS THY BIDDING, MY MISTRESS?" Nightmare Moon asked.

//I sense a disturbance in the Horce.//

"YES, MISTRESS. I HAVE FELT IT ALSO."

//The daughter of Lunakin Sparkletrotter is with the Alliance.//

"YES, MISTRESS. I HAVE FELT HER. I mean, her presence. Not physically. I'm not like that. Not that there's anything wrong with that, I'm just not...ahem. PLEASE CONTINUE, MY MISTRESS."

//The Horce is strong with her.//

"SHE IS YOUNG AND UNSKILLED. ALI-CORN CELESTI CAN NO LONGER HELP HER."

//The child of Lunakin Sparkletrotter must NOT be allowed to become a Cuti Knight.//

"PERHAPS SHE CAN BE TURNED TO THE DARK SIDE. SHE WOULD MAKE A POWERFUL ALLY."

//Yes...I can understand why you would rather turn her than destroy her. But can you do it?//

"SHE WILL JOIN US OR DIE."

//Then I leave it to you. Do not fail, Lady Moon.//

The hologram faded out. Nightmare Moon rose to her hooves.

The hologram reappeared.

//Um, if you'd be so kind as not to fail, that is. I won't kill you or anything. Just...get it right, please?//

The hologram disappeared once again.

After what felt like an hour of hard running, Twilight came upon a clearing, in which stood a bright, cheery gingerbread house. Somehow, Owltoo had managed to catch up to her.

"Pinkie Poda is...a very strange pony," she muttered.

"One to talk, you are," Pinkie Poda said from behind her.

"GAH! STOP DOING THAT!"

"So excitable, you are. Here, a cupcake eat."

"Look...Master Poda...about what you said before..." Twilight fidgeted. "I just...I mean..."

"See into your heart, I can. Your mind, an open book to me is. A Cuti you wish to become because your mother was one. But in the Horce, you do not believe. By logic, you are bound. Good intentions you have, but the heart of a Cuti? No."

"But I—"

{{Must you ALWAYS give my Saddlewan Learners such a hard time, Master?}}

Twilight jumped. A ghostly image of Ali-Corn Celesti had appeared. While in life she had been old and missing a wing, in death she stood young and strong and tall, with both beautiful wings ruffling above her haunches.

"About your last apprentice, warn you, I did," Pinkie Poda said. "To your master, listen, did you? No." She fixed a gaze upon Twilight that seemed impossibly ancient. "Much frustration there is in this one. Much desire to cling to logic. Much skepticism. So like her mother, in so many ways..." She shook her head. "No."

Twilight looked from one to the other. "Master Poda, I...wait, no, I can...Sunny, tell her! Tell her about the Death Spur, and what you taught me, and..."

"Yes, yes, strong in the Horce you are," Pinkie Poda said dismissively, "but your doubts, your suspicions...in the way, these things are. An obstacle, blocking your path to understanding the Horce."

Twilight wilted visibly. "But...but I've come all this way...I've seen and done things I never thought were possible...and I want to see more, and do more, and...and help everypony! I want to be..." She looked down, studying her hooves. "Just...please?" she asked plaintively.

The Horce manifestation of Ali-Corn sighed. {{Master Poda...you stubborn, cupcake-obsessed old mule...you know you must train her. She is our one hope.}}

Pinkie Poda looked up, her gaze seeming to reach beyond the ceiling, to the very stars. "No. There is another."

{{Shhh! Spoilers!}}

Pinkie Poda sighed. "Very well. Train you, I will."

Twilight jumped around in circles, cheering. "Yesyesyesyesyesyesyes! Thankyouthankyouthankyouthankyou—"

Pinkie Poda stuffed a cupcake in her mouth. "But first, a Cuti training party, we must have."

Rariteia stared out of the viewport into the darkness of the cavern, idly primping her mane. The cockpit was still dark, with only the dim lights of control panels running on emergency power providing any illumination.

Suddenly, she espied something hovering near the transteel of the viewport; something small and fuzzy-looking. Curiously, she watched it as it flitted past the viewport. A moment later, it returned, with two more like it. They hovered around the viewport, peering in at her with big, luminous eyes.

"Oh? Whatever could those be?" she wondered. She rose and trotted aft, where Rain, Bigmacca, and Spike-Threepio were trying to repair the happydrive. "There's something alive in here with us," she said.

Rain looked up at her. "You serious?"

"I saw it with my own eyes. Three of them. There are probably more. Tiny things. They're just flying around out there."

"Huh. You sure they're creatures, and not probes?"

"It may be dark, but I can still tell the difference between a creature and a probe," Rariteia informed her archly.

"Ah reckon we ought'n check it out," Bigmacca opined. "Might not be a bad idea t'know what else is in here with us."

Rain nodded. "Yeah. Yeah. Alright. Macky, Spike, you keep workin' on the happydrive. Princess, you come with me, we're gonna go out there."

"What?!" Rarity cried, recoiling. "I am most certainly NOT going out th—"

Rain pounded a big red button with her hoof. The cargo drop hatch opened underneath the unicorn, dumping her unceremoniously beneath the Rainboom. Smirking, Rain flew down after her.

"You RUFFIAN!" Rariteia shouted. "That was the lowest, most dirty..."

At least three dozen small, fuzzy objects flew past the two ponies, straight up into the ship.

Rain's ears flattened. "Oh no. No no no no no." She grabbed Rariteia with her hooves and flew back up into the ship. "MACKY! Break out the nanoseekers! We've gotta kill every last one of those THINGS that just flew into my ship!"

Bigmacca's head poked up from under the engine console. "Nanoseekers? Whut's goin' on?"

"PARASPRITES! DAMN, DAMN, DAMN, DAMN, DAMN!"

Bigmacca went pale. "Whoa nelly."

Rariteia blinked. "A bit of an extreme reaction, don't you think?"

Rain was already hoofing her a grenade pistol. "Those are PARASPRITES, Your Highness. They eat energy. Any kind of energy. Electrical, chemical, nuclear, bioelectric...they could drain every drop of power out of the ship, then have all of US for dessert."

Rariteia's eyes widened. Without another word, she joined Rain and Bigmacca in some impromptu pest control. It took far longer than they liked, for each time one of the Parasprites managed to consume any energy from the ship or its inhabitants, it puked up two more fully-grown and hungry Parasprites. However, they successfully quelled the pest invasion before any serious damage was done to the ship or those within.

However, Rain was still pensive. "There were way too many of those things," she said.

"Yes, especially after they started reproducing," Rariteia agreed, shuddering.

"No, I mean the ones that boarded us right away," Rain corrected. "There shouldn't have been that many Parasprites in a pitch-black cave in a chunk of space rock. There's nothing here for them to eat, so what...?"

She opened the boarding ramp just far enough to fly outside, being careful to watch for Parasprites. A moment later, the others heard blaster fire, and the ground beneath the ship bucked angrily.

Rain flew back inside, closing the hatch and flying to the cockpit. "Macky, power everything up. We've gotta get outta here. NOW!"

"What's wrong?" Rariteia asked.

"This ain't no cave," Rain said tersely as she began rushing through a systems check. The ship continued to vibrate as the ground beneath them shuddered and roiled.

"What do you mean?"

Rain didn't answer. Bigmacca resumed his place at the copilot's controls, and when the systems board confirmed everything was go except the happydrive, Rain fired the thrusters at full burn.

As the Rainboom streaked down the tunnel it had entered through, Rariteia saw starlight beyond the entrance. She also saw that the entrance seemed to be collapsing. "My, this place certainly has an awful lot of stalactites and stalagmites. And they're so large! Why, it's almost like they're..." Her eyes widened as realization set in.

The ship turned sideways as Rain pushed the thrusters to the limit, just barely squeezing through a gap between two enormous teeth. As the Rainboom blasted out into space, Rain turned the ship around so everypony could see what had nearly just eaten them: an enormous, enraged space dragon.

"Whoa," Spike-Threepio said.

"That does it. We're gettin' outta this rock farm if it kills me," Rain said grimly.

Twilight Sparkletrotter, dripping with sweat and grunting from exertion, jerked her hooves frantically this way and that, touching the lighted arrows of the Dance Like A Jackass stage she stood upon. Following the demonically-scrolling hailstorm of step arrows on the screen was one of the most challenging and frustrating things she had ever done.

Having Pinkie Poda standing atop her head did not help matters.

"Yes. Good! Move those hooves. Dancing leads to joy, joy leads to peace, peace leads to inner harmony. Very important for a Cuti Knight, inner harmony is. All anger, all hatred, all suffering must you purge from your heart. The path to the Dark Side, such things lead to. Dance away from the Dark Side, young Saddlewan. Here, a cupcake eat."

"You're saying if I just dance and party all the time, I'll learn the ways of the Horce?"

"Hah! Perhaps. Perhaps not. Most likely not, for you are not me. Here, a cupcake eat."

"And why do you keep pushing all these cupcakes on me? Is...is there some significance to the cupcakes? Are they magical? Are they laced with some kind of—"

"Yummy, the cupcakes are. Here, a cupcake eat."

"And where are they even COMING from?"

"From the Horce."

"You're pulling delicious magic cupcakes out of thin air?"

"No! I am pulling delicious normal cupcakes out of the Horce. Through the Horce, all things are possible. Here, a cupcake eat."

"Even with all this exercise, I'm going to gain about fifty pounds if you don't knock it off with the cupcakes."

"Fine. Poop my party. Dance, Saddlewan. Dance your way into the harmony that is the Horce..."

The dark, ominous crescent of Nightmare Moon's flagship cut a shadowy path through the reaches of space. On the bridge of the Lunar Starbucker, a bizarre mixture of quadrupeds including ponies, griffins, mules, zebras, and even a camel stood in a loose line, all eyes fixed upon Nightmare Moon as she silently observed them.

Admiral Derpiett hovered nearby. "Why bounty hunters, Lady Nightmare? You've got hundreds of ships, thousands of PIE fighters, hundreds of thousands of steedtroopers..."

"ALL OF WHICH HAVE FAILED TO LOCATE A SINGLE REBEL STARSHIP," Nightmare Moon said ominously.

An officer trotted up to Derpiett, who nodded and flew away from the the bounty hunters (and in the wrong direction; the second officer had to redirect her to the right station). Ignoring this, Nightmare Moon walked up and down the line of bounty hunters. "THE ONE WHO FINDS THE MILLENIUM RAINBOOM WILL BE WELL REWARDED. USE WHATEVER MEANS YOU DESIRE, BUT THE CREW ARE NOT TO BE KILLED. YOU MUST BRING EVERYPONY ON THAT SHIP TO ME ALIVE." She paused before one hunter in particular, a pony wearing star-spangled blue armor with a white crest upon the helmet. "NO BASE ATTEMPTS AT DECEPTION TO FALSELY CLAIM THE REWARD."

"The Great and Powerful Trixie Fetter would do no such thing," the armored pony said defensively, with a noticeable hint of a Kiwi accent.

Before Nightmare Moon could issue further instructions, Derpiett flew up in an excited tizzy. "Lady Nightmare! We've got them!"

The Millenium Rainboom shuddered as hailfire from the Starbucker streaked past, scoring glancing blows despite Rain's superior piloting skills.

"That happydrive STILL isn't working?" Rain shouted.

"Nnnnope," Bigmacca replied.

"Buffa chips, why won't that stupid thing just bucking WORK already?!" Rain cried.

"You expect any different when your ship is about three centuries past its warranty?" Rariteia asked.

"Watch it, Princess. This ship's done pretty good keeping your sorry butt alive."

"...yes, of course. My apologies."

The ship lurched violently.

"Uh-oh," Spike-Threepio said nervously. "The aft deflector's out. One more hit back there and it's all over!"

Rain growled. "There's gotta be some way to..." Suddenly, her eyes flew wide open, and a dawning smile broke across her face. "Yeah, I think I got it! Hang on everypony, this's gonna be a little rough..."

Without bothering to explain, she brought the ship hard about. "Macky, put everything we've got into the forward shields."

Rariteia gasped. "You're...you're ATTACKING them?!"

"Uh, Miss Rain, I gotta say I don't like the odds of—"

"Everypony just shut up, I know what I'm doing!" Rain snapped.

The Millenium Rainboom raced directly toward the Starbucker, bobbing and weaving to avoid the burrolaser blasts from the massive Equirial starship.

The Equirial captain watched in horrified surprise as the tiny ship made a beeline for the very bridge she was standing on. "Is...is that pilot INSANE?" she wondered. "Is this a suicide attack? Shields! Full shields!"

Everypony on the bridge watched nervously as the Rainboom loomed larger in the forward viewports...

And then veered off to the side and vanished.

"Track them!" the captain snapped. "They may be coming around for another pass!"

"Negative, Captain! I'm not reading them at all." The lieutenant at the tracking station looked up, puzzled. "They're just...gone!"

"They can't just be GONE!"

"I'm sorry, Captain! There's just no sign of them!"

The communications officer turned to face the captain. "Sir, Lady Nightmare is requesting an update on the pursuit."

The captain sighed. "Great. That's all I need right now. Are you ABSOLUTELY SURE you can't find that ship?"

The bridge officers looked at one another, grim expressions on their faces.

"I'm sorry, Captain Dust. There just...isn't anything. We've lost them."

Lightning Dust cursed under her breath. "Set course to rendezvous with the fleet, and prepare my shuttle. I'll report to Lady Nightmare personally and assume responsibility for this fiasco."

The bridge officers couldn't meet her eyes as she headed for the lift doors. They knew the brash pegasus would never be heard from again.

Twilight Sparkle lay spinning on her back on the uncomfortably rocky ground, struggling to keep several absurdly large, heavy pinatas afloat at once.

"No! Not with your magic, silly!" Pinkie Poda said irritably. "The Horce, you must use. Here, a cupcake eat."

Twilight grunted as she set the pinatas down. "But...I need magic to make things levitate," she said as she levitated the upside-down cupcake into her upside-down mouth.

"Upside-down, your brain is," Pinkie Poda said. She flipped forward on her front hooves, touching down nose-first on the ground. She extended her full body length upward, so that every ounce of her body was being supported by her nose. She closed her eyes.

The pinatas rose into the air as one, orbiting Pinkie Poda's comically extended rear hooves in a perfectly circular orbit. They made several revolutions before coming to a stop; each pinata simultaneously exploded, showering an obscene amount of candy on the ground.

"How...how the hay did you DO that?!" Twilight asked, mouth agape in disbelief. "You're...not a unicorn..."

"Unicorn, earth pony, these things matter not. The Horce cares not what you were born. Your thinking, adjustment needs. Here, a cupcake eat."

"Wait, wait. So you're saying...this Horce stuff really isn't unicorn magic?"

"Well, DUH!" Pinkie Poda shouted, waving her hooves in the air. "Didn't Ali-Corn teach you ANYTHING?!"

Twilight stared across the swamp, toward the sunken P-Wing. "I guess...I guess she really didn't. Or maybe...maybe she tried, but I just didn't understand..." After a full minute of contemplation, she turned to face Pinkie Poda, mouth set in a grim, determined line. "But I'm ready to understand now, Master."

"Good. Here, a cupcake eat."

Lightning Dust exploded in a grisly shower, spattering the hangar deck with assorted gooey remains.

"APOLOGY ACCEPTED, CAPTAIN," Nightmare Moon said. She stalked coldly toward Derpiett, who watched the scene with a tinge of green to her face. "WELL?"

"It's like she said, My Lady. The Millenium Rainboom is just gone. They must've gone into happyspace." She cringed, expecting a similarly gruesome fate.

Nightmare Moon's respirator let out an exceptionally long hiss. "THEN WE MUST DEPLOY THE FLEET TO EVERY POSSIBLE DESTINATION ALONG THEIR LAST KNOWN TRAJECTORY." As she turned away from the wary pegasus, she added, "I HAVE NO INTENTION OF KILLING YOU AS I HAVE DONE TO SO MANY INCOMPETENT BUFFOONS. I LIKE YOU, FOR SOME REASON. BUT DO NOT FAIL ME, ADMIRAL DERPIETT."

"Of course not, My Lady."

The Equirial Starfleet began to disperse, leaving the ship formerly commanded by Lightning Dust drifting at the edge of the asteroid belt. Nopony on any of the Equirial ships noticed the shiny silver apple-shaped growth the Starbucker had mysteriously developed.

As the various starships went into happyspace, Rain Bolo sighed. "Finally. They think we got away. It worked."

"An admittedly clever plan...if completely INSANE," Rariteia said. "But you forgot one little detail: we're still stuck to the bottom of an Equirial starship!"

"Relax," Rain said, hooves behind her head. "Watch and learn."

A hatch opened on the hull of the Starbucker about a hundred meters forward of the Rainboom. A collection of detritus of various shapes and sizes floated out of the hatch, drifting in space beneath the massive ship.

"Did...did that ship just take a dump?" Spike-Threepio asked.

"SPIKE! Such language!" Rariteia chided.

Rain laughed. "Pretty much, yeah. Standard Equirial procedure. Before a ship goes into happyspace, they dump their garbage. Sooo..."

She hit a control on the board. With a loud CLANK, the Rainboom detached from the hull of the Starbucker. Rain hit the manuevering thrusters, and the Rainboom drifted into the middle of the debris cloud.

"So we just float around here with the rest of the trash, and wait until they go to happyspace?" Rariteia asked.

The Starbucker disappeared in a flash of rainbow light.

"Eeyup," Bigmacca said.

"Well...alright, I admit it, Captain," Rariteia said, "that was indeed an ingenious ploy."

"Yep, yep...sometimes, I manage to amaze even myself."

Rariteia rolled her eyes. "So, what now?"

"Well...we're pretty much in the middle of nowhere, without happydrive, so..." Rain swung around a monitor and tapped at the control keys. "We need to find a friendly port that's close enough to reach at sublight speeds." Her eyes scanned the list silently for a long moment. "HAHAHA! How about that! Applo!" Rain laughed, eyes dancing in delighted amusement.

Bigmacca blinked. "APPLO?!"

"Applo system?" Rariteia asked. "I don't believe I've ever heard of it."

"Applo ain't a system," Bigmacca said. "Applo's mah little sis."

"Yep. Applo an' me go way back," Rain said. "Looks like she's doin' pretty okay for herself too, which is lucky for us. Bespinto system...yeah, it'll take a bit, but we can make it. Punch it in, Macky."

"Uhh...y'all SURE about that, boss?" Bigmacca asked doubtfully. "Ah mean, Ah'm right fine with a family visit an' all, but...Applo might still be a mite ticked off at us..."

"It'll be fine, trust me," Rain said. "I got us this far, didn't I? Now punch it in."

Bigmacca sighed. "Eeyup..."

As the Millenium Rainboom rocketed off in the direction of Bespinto, nopony noticed a small, gaudy golden spacecoach following them.

Twilight stood upright on her left front hoof, mane falling down over her face as she concentrated. All around her, frogs swam in midair, rocks hopped up and down, and cupcakes ate each other.

"Very well you are doing, Saddlewan," Pinkie Poda said. "Disturbing, the cannibal cupcakes are, but proof of your creativity it is."

"I just figured if the cupcakes could eat each other, I wouldn't have to," Twilight said without moving even a millimeter. "I've got a figure to worry about, you know!"

Pinkie Poda laughed. "Come. Rest you must. Unwise it is to do too much too soon."

"You're right, I am getting pretty tired." Twilight gently released her guiding grasp on the Horce, allowing the objects she was manipulating to return to their natural state. She stretched out a few kinks as she stood on all four hooves once more. She had taken three steps toward the gingerbread cottage when a pain like a hot needle lanced through her soul.

"Rain...Rariteia...!" she gasped.

Pinkie Poda looked back at her. "Troubled by something you are, Saddlewan?"

"My friends...I don't know how I know, but...I think they're in danger. I sense...pain."

Pinkie Poda closed her eyes for a moment, then nodded. "A vision having, you are. The future, seeing you are."

Twilight gasped. "My friends are going to be in danger in the future?"

"Possible it is," Pinkie Poda said. "The Horce shows us many things...paths the future may take, predictions of events which may affect us in ways we cannot imagine." She fixed Twilight with a piercing stare. "These portents of the future, obsess over them, do not. Focus you must on now, on your training, on what you are doing here. Take care of itself, the future will."

"But my friends...what if they need me?"

"Better then that the help of a Cuti they receive than the help of a Saddlewan with only the most basic grasp of the Horce, would you not say?"

Twilight sighed. "Yes, Master."

The Millenium Rainboom descended into the atmosphere of the gas giant Bespinto, making a beeline for a massive floating city riding the uppermost cloud layer. As the ship descended toward the primary landing platform, two air cars pulled alongside, lights flashing on the fronts and sides. Each air car was piloted by a uniformed cow.

The communications panel on Rain's console crackled to life. //State your business here, or moooooove along,// one of the cows said.

"I'm here to visit Applo Calabresian," Rain said.

//Got a landing permit now, do ya?// the other cow asked.

"No, I don't have a permit," Rain said, trying not to sound too aggravated. "I'm an old friend of Applo's, I was in the sector, thought I'd stop by..."

//Name and operator license number, please,// Cow #1 said.

"I'm Rain Bolo, freight operator license 10102010," Rain replied.

There was a long moment of tense silence.

//Millenium Rainboom, you are cleared for landing on platform G4.//

"Thank you," Rain replied. As the channel closed, she let out a sigh. "Whew. For a minute there I was a bit worried Applo was still mad at me."

"Just what did you DO to this pony?" Rariteia wondered.

"Aheh...it's kind of a funny story," Rain said, rubbing the back of her neck sheepishly.

"T'ain't THAT funny," Bigmacca said sourly.

Once the Rainboom had landed and powered down, the ponies and Spike-Threepio descended the landing ramp, casting wary glances around the deserted landing platform.

The door of the landing terminal slid open, and a mare cantered out. She wore a rippling blue velvet cape and supple black leather boots. A large golden locket in the shape of an apple dangled from a chain around her orange-furred neck. Her sleek, shiny golden mane was tied in a silky ponytail which hung casually over her right shoulder, the end of which was held together by a golden clasp bejeweled with three sparkling rubies cut into the shape of apples. Her green eyes flashed with fire as she espied Rain, and she stalked toward them, head lowered in warning.

"Uh-oh," Rain muttered.

"Rain Bolo." The elegant mare said, eyes narrowed at Rain as she approached. "Y'all got a lotta nerve showin' up here after what you did."

"Aheh...ah...um..."

"You no-good, low-down, yella-bellied, rustlin', connivin', hornswogglin', egg-suckin' varmint," the orange mare continued to rant. She stood two feet from Rain, glaring at her as though expecting her to burst into flames.

Then, she grinned broadly and threw herself at the pegasus, engulfing her in a bonecrushing hug.

"Dang it all, if'n it ain't actually good ta see y'all, R.B.!" She threw back her head and let out a burst of laughter. Then she let go of Rain and turned to Bigmacca. "An' Big Mac! Finally figgered out this cheatin' varmint's no good fer ya an' come crawlin' home, huh?" With another happy laugh, she hugged her brother, who smiled and hugged back with equally exuberant force.

Rariteia relaxed at the happy scene.

"She seems nice," Spike-Threepio said.

"Hey there!" Applo called to the unicorn and the droid. "Y'all come on over, don't be shy! Mah name's Applo Calabresian, Ah'm in charge o' this whole dang city. An' y'all are...?"

"Princess Rariteia of Alderaanch," Rariteia introduced herself.

"And I'm Spike-Threepio, pony-cyborg relations, at your service," the dragon-droid added.

"Hoo-whee! A Princess, here? Now Ah feel all fancy!"

"You LOOK all fancy, little sis. What's with th' new duds? Where's that beat-up ol' hat you love so much?"

Applo laughed, shaking her head. "Ah ain't no simple farmpony no more, big bro. Got an image t'keep now." She looked up at the Millenium Rainboom. "So how's th' ol' Millenium Apple holdin' up after all this time?"

"Hey! Millenium Rainboom," Rain corrected. "She's my ship now, remember. Fair and square."

"Yeah yeah, Ah know," Applo said, waving a hoof dismissively. "So, whut brings y'all here?" she asked.

"Repairs," Rain said. "The old girl's been through a lot lately, the happydrive's shot..."

Applo nodded. "Ah'll get a crew right on it, don't fret none." She gestured to a pale unicorn stallion with a vaguely unsettling face, who wore a blinking device around the back of his head that covered both ears. The stallion trotted silently away. "So! Come on in, set a spell, we can shoot th' bull, catch up a bit...looks like y'all got some mighty good stories t'tell."

"So, you're a gas miner now, huh?" Rain asked as the group walked down a broad corridor.

"Eeeyup," Applo nodded. "Without mah ship t'haul apples around in, Ah pretty much had t'give up th' farm. But it turns out that was th' best thing Ah ever coulda done!"

Bigmacca frowned. "So th' family farm's just...gone? Just like that?"

"Oh, Ah still own th' farm, an' Ah still got people growin' apples," Applo said. "But it's turnin' a loss every season." She grinned. "Ah'm actually kinda happy t' lose a little money on that old farm."

Bigmacca grunted. "Granny's gotta be turnin' in her grave..."

"Hey now. Y'all left too, Big Mac," Applo said sternly. "Y'all saw which way th' bear was a-pissin' just as plain as Ah did."

"True enough," Bigmacca admitted.

Rariteia looked between the two of them. "What exactly happened?" she asked.

"Heh, well...that's a mighty long story," Applo said.

"We've got time," Rain said. "Besides, I gotta hear how you wound up runnin' THIS place."

"Alrighty then," Applo said. She led them into a spacious receiving room, where two staffers quickly laid out a spread of fruits, cheeses, fancy breads, and a selection of drinks. As everypony settled in and helped themselves to refreshments, Applo began:

"Back, oh, fifteen generations or so, mah ancestors settled th' Malus system. Th' whole planet's one big fertile prairie with about fifteen rivers that go pretty much all over th' planet, an' three great big lakes. When they were buildin' a new home, they found out only two things grow on Malus: grass an' apple trees. Millions'a apple trees. T'ain't nothin' else'll grow on Malus. So, they learned t' love apples. Which ain't all that hard, I mean, they're apples, right? An' then th' family even changed their name t' Apple, an' started exportin' apples all over th' Republic. Th' family grew, cousins an' third cousins an' what-not went offworld t' see th' galaxy, set up a spot for themselves here an' there, an' all that. For a while, things were pretty good for th' Apple family.

"Well, th' trouble started durin' th' war. Malus sided with th' Republic, o'course, so one day, them Seps started hasslin' our ships. Ma an' Pa died defendin' our freighters. Mah Granny was left in charge'a th' whole family business.

"Then th' Republic started drivin' off th' Seps, so they pulled one last dirty trick an' firebombed th' whole planet. Ever'thing but fifty acres o' orchard, gone, just like that.

"O'course, we kept on keepin' on best we could, but we just couldn't grow enough apples t' turn a profit, an' had t' start makin' hard choices. Them durn blue apples that showed up didn't help matters none. Folks started wantin' blue apples instead'a our apples, an' fer some reason, we never could get blue apples t'grow on Malus. Even if we could, well...the Catts control th' blue apple market, so...an' then Granny died. Stress was just too much for her poor ol' heart, Ah guess.

"So anyways, me an' Big Mac was left runnin' th' family business all on our own. We was strugglin' t' get th' orchards back t' rights, an' we only had th' one freighter left, th' Millenium Apple. Big Mac an' me were runnin' apples all over th' galaxy, an' one day we met up with this flyin' varmint right here.

"So, Ah gots ta talkin' ta R.B. here, an' we come up friends. Mah brother had a crush on her, too. Ah gotta admit, once me an' R.B. started meetin' up when we could, we got up ta some mighty shady shenanigans.

"So one day, R.B. says hey, let's have a cider drinkin' contest. She put up two hunner tons o' rare spices against mah ship. Ah didn't think Ah could lose a cider drinkin' contest, since Ah bin drinkin' hard cider since Ah was a filly, but...she beat me. Ah still don't know how she did it, but she won fair an' square.

"So without a ship, me an' Big Mac couldn't haul apples no more. Ah didn't right know what t' do, an' then this big red idjit up an' signed on as R.B.'s first mate on the spot, so...right about then, Ah reckon Ah knew it was over. Th' Apple family legacy o' growin' an' sellin' apples t' every corner'a th' galaxy was just...done. So, Ah sold everthin' Ah had left, bought a little cruiser, an' took off lookin' fer somethin' new t' do.

"Ah started hangin' out in lotsa bad dives like th' ones R.B likes, makin' a livin' gamblin'. Then one night, Ah met this real ornery minotaur, liked t' brag about ownin' this big ol' gas minin' colony. Showin' off, flashin' his money...Ah got 'im set down at th' table, got a few drinks in 'im, then cleaned him outta every last credit.

"An' that's how Ah wound up runnin' this place."

"Whoa," Spike-Threepio whoaed.

"That's certainly quite a story," Rariteia said in a stunned tone. "So, Bigmacca, you have a romantic interest in Captain Bolo?"

"Ah got over that ages ago," Bigmacca said, chuckling. "Ah realized th' only pony she's in love with is herself, so Ah let it go."

Rain shot him an offended look. "HEY! Are you sayin' I'm self-centered?"

"Nnnnnope. Egomaniac would be th' word Ah'd use."

Applo laughed. "Y'got THAT right, Big Mac." She shook her head. "Anyway, this place weren't doin' near as good as that idjit minotaur said it was. Not till Ah came along. Ah whipped it inta shape, an' now everypony workin' here's rich enough t' buy their own starship if'n they wanted."

"How'd you manage that, sis?" Bigmacca asked.

"Well, one day Ah got t' wonderin' what kinda gasses we could find if'n we went deeper inta th' planet, so Ah had th' minin' engineers shoot a probe down inta th' core." She grinned. "Turns out this ain't really a gas giant."

"It isn't?" Rain asked.

"Nnnope. There's a surface down there under all this gas. It ain't much t'look at, but turns out there's crops growin' down there."

"Crops? Really?" Rariteia asked. "What sort of crops?"

"Beans," Applo said with a toothy grin. "Why y'all think they call this place Bespinto?"

Everypony else fell over. "UGH!" Rain cried. "Applo, that was just...BAD!"

Pinkie Poda emerged from the forest to find Twilight at the edge of the swamp, body tensed, face screwed up in concentration.

"What are you doing, young Saddlewan?" she asked.

Twilight let out an exasperated grunt as she slumped to the ground. "I'm trying to dig my ship out of that muck," she explained. "I had another vision. It was a lot worse than the last one. Master...they're my friends. They're in trouble. I can't stay."

Pinkie Poda shook her head. "Their deaths, most certain are if you leave now. The training, you must complete."

"But I can HELP them!" Twilight exclaimed. "I may not be a Cuti yet, but I've learned a lot! I promise, I'll return to finish training once my friends are safe."

Pinkie Poda sighed. "No. Return, you will not. If now you leave, die you will. In the Horce, this I have seen."

"You know what I see in the Horce?" Twilight asked, her voice rising in anger. "I see me not wanting to just sit here while my friends might be dying, and I see you helping me get this STUPID ship out of the—"

Twilight's starfighter exploded, raining shrapnel all over the swamp and sending dozens of frogs hopping madly into the jungle.

"HEY!" Twilight shouted, rearing and whinnying in anger. "Why did you blow up my starship?!"

Pinkie Poda looked away from Twilight. "Your ship, I did not destroy. Your doing, that was. Your first lesson in the Dark Side of the Horce, that was," she said.

Twilight stopped cold, stunned. "The...Dark Side?" she asked timidly.

"Your anger. Your frustration. To these feelings, the Horce responded. Less a Cuti are you now than when you came here." Pinkie Poda trotted slowly into the forest. "A ship, I have. Give it to you, I will. Leave. Return, do not. My student, you are no longer."

Twilight stared at the retreating Cuti Master in mute shock.

Rain returned to the quarters she shared with Rariteia to find the unicorn pacing restlessly. "I thought you were going to get some sleep," she said.

"I tried, but...I had the most horrible dream. About Twilight and...and Nightmare Moon."

Rain winced. "Look, Twi's okay, alright? Don't worry about her. Anyway, good news. The ship's almost ready. A few more little things left, and we'll be out of here tomorrow."

Rariteia nodded. "Good. It's nice here and all, but...I feel a little uncomfortable after that story Miss Calabresian told us."

Rain grimaced. "Yeah, look. Applo an' me...we've both done things we're not real proud of. But we've both changed, too. Me, helpin' out the Pony Rebels. Her, turnin' this place into a gold mine...it doesn't matter how we got where we are today, the important thing is what we do now that we're here. You know?"

Rariteia gave Rain a small smile. "Yes, I suppose you're right."

The door opened, and Applo trotted in. "Hey y'all. Ah'm puttin' on a little banquet, thought Ah'd ask y'all t' drop by a spell. Plenty of fancy food."

"Well, we certainly don't want to miss out on an offer of fancy food, now do we?" Rain asked in an exaggerated mockery of Rariteia's highly cultured accent.

"Oh, you...!" Rariteia growled. Then, she laughed. "I suppose we might as well, though."

In the corridor, they met up with Bigmacca and Spike-Threepio.

"So Applo," Rain asked as they walked, "how're you stayin' off the Equire's radar?"

"Oh, th' right favor here, the right bribe there," Applo said, waving a hoof airily. "You just gotta know th' politics of stayin' in business without somepony puttin' a big smelly hoof in your pie."

They arrived at the door to the banquet hall. As it slid open, it revealed the unexpected and unwelcome sight of Nightmare Moon, seated upon a throne-like chair at the banquet table.

"What the BUCK?!" Rain cried. She drew her blaster and fired at Nightmare Moon, who deflected the blast harmlessly with her hornsaber. An instant later, Rain's blaster flew into the dining room of its own accord, landing on the table, where Nightmare Moon smashed it with her metal hoof.

"WE MEET AT LAST, CAPTAIN BOLO," the Dark Lady said.

Rain and Bigmacca turned to glare at Applo, who took a defensive step backward and looked away. "Ah'm sorry," she said. "They got here right before y'all. Ah gotta protect what's mine, y'know? Ah ain't losin' nothin' else."

"Yeah, you are," Rain said. "A friend."

"And a brother," Bigmacca said.

"NOW NOW, THERE IS NO NEED FOR ALL THIS. STEEDTROOPERS, TAKE THEM."

Twilight felt rather self-conscious about the starship Pinkie Poda had supplied her. It was humiliating enough to be kicked out of Cuti training, but to have to show up to rescue her friends in...in...

"Why would ANYPONY have a starship that looks like an ice cream cone?" she complained aloud.

Owltoo hooted.

"That crazy, cupcake-obsessed FRAUD of a Cuti Master PINKIE PODA, that's who!" Twilight ranted.

On her instrument panel, the attitude adjustment control spat out a stream of sparks and a trail of black smoke.

"Eep. Stay calm, stay focused..."

By the time Twilight had landed the Starcream at Bespinto, she had managed to calm down and focus on the task at hand. She disembarked from the ridiculous ship and set out to find her friends with determination and purpose in her gait, Owltoo waddling along behind her.

Applo fought to hold back a wince at the terrifying screams coming from the chamber in which Rain Bolo was being tortured.

Nightmare Moon emerged from the torture chamber and addressed the armored bounty hunter waiting on the end of the room opposite Applo. "I WILL RELEASE CAPTAIN BOLO TO YOU ONCE I HAVE SPARKLETROTTER."

"She is useless to Trixie dead," the bounty hunter said. "Trixie can only collect her reward from Opal the Catt if Rain Bolo is alive."

"SHE WILL LIVE."

"Um, excuse me, Lady Nightmare?" Applo asked. When the Dark Lady turned to her, she continued, "Whut about the Princess an' my brother?"

"PRINCESS RARITEIA IS A CONVICTED TRAITOR TO THE EQUIRE, AND BIGMACCA AIDED IN HER ESCAPE FROM OUR DETENTION CENTER. THEY ARE BOTH TO BE EXECUTED ONCE MY BUSINESS IS CONCLUDED HERE."

"Hey now, Bessie, that weren't our deal!"

Nightmare Moon regarded Applo coldly for a long moment. "IF YOU DO NOT WISH ME TO INVOLVE MYSELF IN YOUR AFFAIRS, I SUGGEST YOU NOT INVOLVE YOURSELF IN MINE." With that, the Dark Lady trotted briskly out of the room.

In the torture chamber, Rain screamed again.

Applo bowed her head, tears brimming in her eyes.

Rariteia, Bigmacca, and Spike-Threepio looked up as the door slid open. Rain was thrown roughly into the cramped cell by two steedtroopers, who then locked the door. The pegasus' hair and coat were singed and matted with dried blood, clumps of feathers were missing from each wing, her body was covered in tiny burn marks, her eyes were swollen, her lip was split, and she was covered in hoof-shaped bruises.

"Boss!" Bigmacca cried.

"Oh, Rain...what did they DO to you?" Rariteia asked.

Rain raised her head and fixed bleary, puffy eyes on the two of them. "You oughtta...see the other guy," she slurred.

The door opened again, admitting Applo and two of her security officers.

"You TREACHEROUS FILTH!" Rariteia screeched. "GET OUT OF HERE!"

"Simmer down," Applo said. "Ah just...wanted t' let you know...Ah didn't mean fer any'a this t'happen. If Ah'd known..."

"Tell somepony who cares," Bigmacca spat.

"Look, when Nightmare Moon showed up, she promised nopony'd be hurt, so long as Ah let 'er at Rain." Applo shook her head. "Ah shoulda known her word weren't worth caterpillar spit."

"Yeah, you should have," Rain said thickly.

"Ah thought she'd let Big Mac an' th' Princess live if Ah kep' 'em here, but...she's gonna kill you both. That just ain't right."

"None of this is right," Rariteia said. "But if you cared about right or wrong, you wouldn't have sided with the Equire in the first place."

"I didn't SIDE with 'em!" Applo hissed. "Ah'm over a barrel here! Anyway, Ah didn't know how messed up all this was, or that she was gonna hand Rain over ta that bounty hunter...she just said she wanted information."

"Information?" Rariteia asked.

"About somepony named Sparkletrotter."

Rain and Rariteia looked at each other, eyes wide in alarm.

"This is just a trap for Twi?" Rain asked.

"An' we're th' bait," Bigmacca said.

"Ah'm sorry. Ah really am." Applo turned and left.

"This is too weird," Twilight muttered. "Where is everypony?"

The city was eerily silent. She hadn't been hailed by landing control, there was no sign of guards anywhere, and she didn't hear any of the noises she would expect to hear in a city this size.

Taking a moment to focus her mind, she called upon the Horce, and saw a vision of Rain, pale and shaking, severely injured, and her other friends terrified for...

She gasped. "I'm walking right into a trap."

Nightmare Moon, four steedtroopers, and Applo Calabresian stood upon a bare metal catwalk in a dimly lit industrial room full of various machines, pipes, tubes, and cables, whose central feature was a deep round pit set into the floor, from which thick clouds of freezing cold steam billowed.

"YES, I BELIEVE THIS FACILITY WILL SUFFICE. WE WILL USE THIS EQUIPMENT TO PREPARE SPARKLETROTTER FOR HER JOURNEY TO THE EMPRESS."

Applo frowned. "Lady Nightmare, we use this here facility for hasbronite packagin'. It ain't safe t' put a pony in there. It might kill 'er."

"THAT WOULD BE INCONVENIENT," Nightmare Moon said. "IN THAT CASE, I SHALL TEST IT ON CAPTAIN BOLO FIRST."

Applo winced.

Twilight crept stealthily around a corner, keeping a watchful eye out. So far she'd been on Bespinto for half an hour, and had yet to see anypony.

Hearing hoofsteps, she quickly opened a door and slipped through. Fortunately, nopony was in the room she had entered. With a relieved sigh, she looked around. The room she had entered was some sort of private suite. There was a bed with disturbed linens, a glass with a few ounces of water in it on a table, and a black vest draped over the back of a chair.

Twilight paused. "Wait a second. I know that vest." Her eyes widened. "Rain! Rain is here, I knew it! She was in this room." She frowned. "But where is she now...?"

Closing her eyes, she reached out with her senses, drawing upon the Horce...

With a nod, she went back out into the corridor.

Two surprised Equirial steedtroopers stopped short right in front of her.

"Uh-oh," she muttered.

Steedtroopers guided Rain, Rariteia, Bigmacca, and Spike-Threepio into the packaging facility. Inside, workers were busy configuring the machinery under the watchful gaze of Equirial troops. As the party emerged onto the catwalk, they encountered Nightmare Moon, Trixie Fetter, and Applo. Applo tried to meet Rain's eyes, but couldn't.

"Trixie Fetter protests this action!" Trixie shouted at Nightmare Moon. "Rain Bolo is worth a fortune to Trixie, but only if she is alive!"

"IF SHE DIES, THE EQUIRE WILL COMPENSATE YOU," Nightmare Moon said. Her horn glowed, and Rain found herself jerked off her hooves. She struggled against the grip of Nightmare Moon's power, but her efforts were futile. In short order, she had been forced onto the platform suspended over the billowing pit.

"What are you going to DO to her, you monster?" Rariteia demanded.

"I INTEND TO USE THIS CHAMBER TO PACKAGE SPARKLETROTTER," Nightmare Moon said, "BUT FIRST IT MUST BE TESTED TO ENSURE SHE WILL SURVIVE."

"Why you low-down...!" Bigmacca growled. With a mighty groan of tearing metal, his fetters snapped; he pawed the ground, snorting and preparing to charge.

"MACKY!" Rain snapped. "Calm down. It's okay."

"The hell it is!"

Rain gazed sternly at him. "Save your strength," she said. "Other ponies need you now. Don't worry about me."

The guards restrained Bigmacca. Rain pierced Applo with one last long, penetrating stare, putting the full force of her feelings of betrayal and loathing into that stare.

"Rain..." Rariteia said.

"Yeah?" Rain answered, tilting her head.

Raritiea smiled, sniffling. "I've always liked your mane."

"I know."

Nightmare Moon nodded to the platform operator, who lowered Rain into the pit. Lights around the lip of the pit glowed; whirring, grinding, and clanking noises could be heard from the machinery below. Everypony on the catwalk above waited with bated breath.

When at last the machinery fell silent, a large industrial claw lift descended into the pit. It lifted out a large, brightly colored box with a clear display window in the front. Within, Rain Bolo stood in a fixed pose, frozen in place as though she were merely a life-sized plastic toy. Dozens of thin wire ties snaked around her legs, wings, neck, mane, and tail, binding her to the box. Obscenely bright and cheerful logos on the box proclaimed "MY LITTLE PONY: MARE WARS" and "PONY REBEL CAPTAIN RAIN BOLO", as well as "Includes Blaster Accessory And Gun Belt!".

"Oh wow! They encased her in hasbronite!" Spike-Threepio exclaimed. "If she's still alive in there, no force in the whole ponyverse can ever touch her now!"

"WELL, CALABRESIAN?" Nightmare Moon asked. "DID SHE SURVIVE?"

Applo ran a hand scanner over the bar code on the side of the box. "Eeyup, she's still kickin'."

"EXCELLENT. RESET THE CHAMBER FOR SPARKLETROTTER." Nightmare Moon turned to Trixie. "BOLO IS YOURS, BOUNTY HUNTER."

An Equirial officer rushed into the chamber. "Lady Nightmare! Sparkletrotter is here in the city!"

"SEE THAT SHE FINDS HER WAY HERE. CALABRESIAN, TAKE THESE THREE TO MY SHIP—"

A globe of sparkling blue-white magic surrounded Rariteia, Bigmacca, and Spike-Threepio. In a flash, they were gone.

"—RARITEIA CAN TELEPORT? THAT WOULD HAVE BEEN USEFUL TO KNOW EARLIER."

"Forget her. Finish your business with this Sparkletrotter an' get you an' your stinkin' troops the hay off mah planet!" Applo said. She turned and marched out of the packaging chamber, head held high.

The little group appeared in a side corridor with no traffic. Spike-Threepio stared up at the Princess in awe. "Whoa! Princess, you learned to teleport!"

"I wouldn't exactly call it 'learned'. I can only do it in the most dire of emergencies, but nevermind that, we MUST find Twilight!"

"I'm right here," Twilight said as she popped out from one of the various defensive cover niches that lined the corridor. "I'm so glad you're all safe! But where's Rain?"

Rariteia bowed her head. "Aboard that deplorable bounty hunter's ship by now. Nightmare Moon packaged her in hasbronite."

Twilight gasped. "That's horrible! Is she...?"

"Still alive. Twilight, we need to go. This is all—"

"A trap, I know. Nightmare Moon wants me."

"Yes, so if you'd just join us, we—"

"Sorry. The three of you are getting off this planet and out of this system right now." Twilight looked down the corridor, ears swivelling. "Owltoo's waiting by the landing pad walkway. Take him with you. I'll catch up with you when...when I'm done here."

Rariteia gasped. "Twilight Sparkletrotter! Surely you cannot possibly be considering facing that evil abomination?!"

"I have to," Twilight said. Before the Princess could argue, she disappeared.

Rariteia stared at the spot where she had stood for a long time before shaking her head. "She's right. We have to leave now."

"But—" Spike-Threepio protested.

"NOW, Spikey."

"...yes, Princess."

Applo used a secret subpassage only she, her top people, and her security staff knew about to quickly bypass the corridors teeming with Equirials, making a beeline for the landing pads. As she ran, she thought long and hard about what she was going to do, about what she should have done in the first place, and about the consequences of her actions, both those past and those yet to come.

She had lost so much in her short life, and gained so much more still. But the losses still outweighed the gains, and this latest loss felt like a twenty-ton horse collar around her neck.

But she was determined to make things right. No matter what it may take.

The eerily silent form of her executive assistant slid out of one of the side passages. She slowed down long enough to whisper a few brief instructions to him before continuing her breakneck dash for the landing pads.

Klaxons rang out all over the city. Masses of bodies were running down the main corridors. In the distance, Twilight could hear the massive blast doors slamming into place. In corridors she had already passed, squads of steedtroopers were marching in formation.

From the city map she had viewed upon entering, she knew exactly what was happening: the Equire was locking down every route except the one that led straight to Nightmare Moon.

Grimly, she walked calmly forward to meet her fate.

"They're locking everything down!" Spike-Threepio shouted.

Bigmacca frowned. "Way Ah remember it, this here's th' way back ta th' landin' pads, but..."

The trio stared at the massive, two-foot-thick tritanium blast door that stood between them and freedom. All around them, they could hear the sound of marching steedtroopers.

Rariteia's ears wilted, and her nose scrunched up in an impending sob. "This is it. We're doomed. There's no escape..."

Six burly earth ponies appeared out of nowhere and herded them into a doorway that hadn't existed a moment before.

Twilight crept slowly into the dimly-lit packaging chamber. Steam hissed up from the central pit. Apart from the hum of machinery and the soft hissing of the steam, there was no sound. The light was too dim to see clearly. She reached out with the Horce, exploring her surroundings with a sense beyond logic, beyond understanding.

Nightmare Moon may as well have been painted a dazzling bright neon orange; her presence SCREAMED at Twilight through the Horce.

"THE HORCE IS STRONG WITH YOU, YOUNG SPARKLETROTTER," Nightmare Moon said from a platform above the catwalk. "BUT YOU ARE NOT A CUTI YET."

"So I've been told," Twilight muttered softly.

Nightmare Moon leapt from the high ground, wings spread wide. A blood-red hornsaber snapped forth from her horn, a killing strike aimed at Twilight's head. Twilight ignited her own hornsaber and parried the attack, teleporting across the room without disengaging the spell. She slashed a power cable running above her head and sent the live end of it hurtling at Nightmare Moon. The Dark Lady took wing, easily avoiding the deadly cable.

Twilight leapt high into the air, hornsaber spinning and whirling as she broke into a dizzying flurry of strikes. Nightmare Moon parried each strike expertly, but found no opening to commit an attack of her own.

The Rebels' scuffle with the burly ponies ended when a panel in the wall opened, disgorging them into the open, gleaming expanse of the landing pad.

The six ponies disappeared back into the passage, which sealed itself and seemingly ceased to exist. As the trio stood confused and blinking in the clashing hues of Bespinto's atmosphere, Applo trotted up to them, followed by a very familiar droid.

"This droid belong t' y'all?" she asked.

"Owltoo!" Spike-Threepio exclaimed. "Uh, I mean, nope, no idea who this droid is. Must've escaped from recycling."

Bigmacca launched himself at his sister, slamming her to the ground with his full strength. "Ah oughtta rip you apart right here an' now," he growled.

"We can still save Rain," Applo wheezed out.

"What?" Rariteia asked. "Bigmacca, let her up."

The stallion retreated, allowing Applo to shakily push herself to her hooves. She teetered a bit before she found firm footing. "Look...over there..." She pointed to the east end of the landing platform with a hoof.

The others turned and glimpsed the unmistakable figure of Trixie Fetter directing two guards, who loaded the box containing Rain Bolo into the cargo hold of her spacecoach. The bounty hunter herself trotted up the ramp into the little golden ship.

"If we...git ta th' ship..." Applo said, massaging her ribs, "Hoo...y'all been workin' out, Big Mac?"

"We gotta catch that flaky hunter afore she jumps t' happyspace!" Big Macca exclaimed.

"Everypony, to the Rainboom!" Rariteia commanded, breaking into a hard gallop. The others followed suit, Bigmacca scooping up the two droids and carrying them on his broad back.

Twilight and Nightmare Moon faced each other from opposite sides of the highest catwalk in the packaging chamber, warily stalking one another, prowling along the walkway like jungle cats, hornsabers ignited and humming through the air as they walked.

"YOU HAVE GREAT SKILL, FOR ONE WITH SO LITTLE TRAINING."

"I've always been a fast learner."

A panel cover ripped itself loose from the wall behind Twilight, striking her in the back of the head. Dazed, she lost control of her hornsaber spell. Nightmare Moon teleported directly behind her and raised her head for a slash that would cleave the young unicorn in two.

Twilight dropped to the ground and rolled away; Nightmare Moon's hornsaber tore through the catwalk with a shower of sparks and molten metal. The catwalk glowed yellow-hot where the blade struck. Reaching out desperately with the Horce, Twilight tore two support bolts out of the wall; with a shriek of stressed metal, the catwalk tore away from the wall, spilling both mares. Nightmare Moon spread her wings, gliding down to the next tier of catwalks; Twilight teleported and landed on the next-lowest level.

"IMPRESSIVE," Nightmare Moon admitted.

Twilight teleported again; she appeared right next to Nightmare Moon, hornsaber igniting inches from the cyborg mare's breastplate. Nightmare Moon reared; she had no room to use her wings to escape, so she teleported across the chamber. "MOST IMPRESSIVE."

The two watched one another carefully for a long moment, neither moving. Their hornsabers reflected eerily off the rising steam from the packaging pit.

"YOU CANNOT DEFEAT ME," Nightmare Moon said. "SURRENDER. ACCEPT THE INEVITABLE."

"Never!" Twilight yelled.

Both mares teleported simultaneously, appearing inches from each other, hornsabers clashing. They disengaged, then repeated the same teleport-and-engage move three more times, before coming to rest at opposite edges of the packaging pit.

The crane claw tore loose from its armature and struck Twilight in the rump, knocking her into the pit.

"ALL TOO EASY," Nightmare Moon said as she cantered over to the control panel.

Twilight appeared on her back in a flash and bucked her in the back of the helmet. The Dark Lady spun around and ignited her hornsaber; once again the two mares furiously traded blows back and forth across the lower catwalk. Twilight feinted a thrust at the control panel on Nightmare Moon's chest, causing the cyborg mare to leap quickly to the side; Twilight broke into a full gallop, disengaging her hornsaber, and barrelled for the nearest exit from the packaging chamber.

Nightmare Moon's respirator hissed more loudly and frequently for a moment, then she gave chase.

The Millenium Rainboom lifted off from the landing platform, following the same heading as Trixie Fetter's spacecoach.

"Ah've got 'er on scanners," Bigmacca said. "She ain't left th' system yet."

"Good, then we can still catch up," Applo said. "Ah'll start cackleatin' th' happyspace jump, you git us as far up her butt as you can."

"Eeyup."

"Princess, Ah'd be much obliged if you'd take th' port lasers. Maybe we can knock out her happydrive afore she skedaddles, save ourselves a hassle."

"Right," Rariteia said, clambering into the gunner's turret.

"Is there anything we can do?" Spike-Threepio asked.

"Yeah, git that thar droid in back an' plug 'im inta th' navigational computer. Might make plottin' a jump go faster."

"Got it."

Suddenly, the Rainboom shuddered violently. Owltoo hooted wildly as a console at the rear of the cockpit exploded.

"Horseapples! Th' Equire's shootin' at us!" Applo exclaimed.

"Naw, really? Ah didn't notice," Bigmacca said. "Ah've got it under control, just keep workin' on that jump."

"Hey, Princess! Different target!" Applo yelled into the commlink.

//You needn't tell ME!// Rariteia replied. Indeed, several laser shots lanced forth from the Rainboom's port cannon in rapid succession, aimed at the three Equirial patrol shuttles bearing down on the freighter.

Suddenly, the Equirial shuttles veered off, scattering and increasing speed away from the Rainboom. "Huh," Applo grunted. "Wonder what lit a fire under their tails?"

As if in response, the proximity alarm began to scream, and something massive emerged from the clouds directly ahead.

Twilight skidded to a halt, panting and gasping for breath. She looked around and realized she had reached the reactor control room at the center of the city.

She felt a presence and turned, igniting her hornsaber just in time to parry Nightmare Moon's strike. The two began duelling back and forth across the room; Twilight was so exhausted she could no longer teleport if she wanted to keep her hornsaber spell at the ready, while Nightmare Moon showed no signs of exhaustion.

*She's relentless...she is a true master. And she wields the power of the Dark Side of the Horce...*

"RESISTANCE IS FUTILE," Nightmare Moon thundered. "SUBMIT TO ME!"

"I'd rather DIE!" Twilight shouted, lashing out with all her strength. Nightmare Moon staggered as she parried the powerful attack; Twilight was knocked across the room, skidding on her hooves, as Nightmare Moon instinctively repelled her using the Horce.

Twilight tried to clear her mind enough to reach out to the heavy machines lining the walls of the control room. Slowly, ponderously, they came to her aid, buffeting her foe. Nightmare Moon casually deflected every single thing Twilight threw at her with a wave of a hoof, then charged, electricity crackling around the base of her horn and up the blade of her hornsaber, which warped and popped as it absorbed and guided the power.

Twilight screamed as she threw herself to the side, sliding across the floor on her flank. With one desperate, mighty PUSH of the Horce, she sent Nightmare Moon flying into a bank of monitors. The crackling electricity dissipated, and the cyborg staggered to her hooves, respirator rasping harshly.

"Whatever it is you just did, it really takes a lot out of you, doesn't it?" Twilight asked. "I must've really ticked you off."

"YOU HAVE YET TO WITNESS MY FURY UNLEASHED, SPARKLETROTTER!" Nightmare Moon replied. Grimly, she lowered herself to the ground, dispelling her hornsaber. The entire room began to shake.

Twilight looked around, wary and alert. She couldn't sense whatever it was Nightmare Moon was doing, and yet...

Without warning, the great windows at the far end of the room shattered. A sudden howling wind swept through the control room, buffeting the two mares. Nightmare Moon held steady, still crouched low to the ground. Twilight, unable to think of a way to defend herself, was swept up by the wind, blown viciously around the room, slamming painfully into every wall, every console, every pipe and shielded cable.

Then, finally, the wind threw her toward the open window, and she found herself flailing in open air above the dark reactor shaft, which sloped away seemingly endlessly. Frantically, she managed to wrap her forelegs around the gantry railing. Taking a deep breath, she pulled herself up onto the gantry.

Nightmare Moon trotted calmly toward her, hornsaber at the ready.

"Whut th' HAY is THAT?!" Bigmacca shouted.

"Whoa nelly," Applo said, ears flattening.

An enormous flying serpent had come out of nowhere. Its metallic purple scales gleamed, the dim sunlight accentuating their sharp edges. A flowing mane of brilliant copper-gold flowed behind its huge head. A long mustache of the same color streamed in the upper-atmospheric winds. It glowered down at the little freighter and let out a terrifying screech.

//What IS that terrifying yet magnificent creature?// Rariteia asked.

"Oh that? That there's Steve," Applo said.

//Steve?//

"That's what we call 'im, anyway. He's a magnetoserpent. Flies around up here, usually a bit higher. He only goes below the clouds when he's gonna sleep. Ah reckon all that shootin' done woke 'im up from a nap."

Steve roared again. "An' Ah guess he's a mite cranky," Applo added.

//What should we do?// Rariteia asked.

"Whatever you do, don't shoot at 'im. Trust me." Applo looked down at her panel. "We're about ready t' jump t' happyspace anyway, so..."

She punched the hyperdrive.

Nothing happened.

"What th' hay?"

She tried it again.

The Rainboom continued to refuse to move.

Steve approached the ship, massive titanium fangs bared.

"Oh, ponyfeathers..."

"Ah thought your people fixed th' happydrive?" Bigmacca asked.

"They did! Ah swear! They told me they fixed it! We oughtta be tearin' outta here like a bat outta heck!"

"So why ain't we movin'?"

Steve decided it was time to have a snack.

Applo brought the ship around and flew it down into the clouds.

Sparks flew from the clashing, hissing hornsabers as the two mares duelled furiously up and down the length of the gantry.

"THIS IS USELESS," Nightmare Moon said. "YOU CAN NEVER DEFEAT ME. DO YOU TRULY WISH TO DIE A FOOL'S DEATH, LIKE ALI-CORN CELESTI?"

"There was nothing foolish about her death!" Twilight shouted. She lunged recklessly; somehow, her strike slipped past Nightmare Moon's guard and struck a glancing blow against her shoulder armor. The cyborg mare let out a grunt of pain as sparks and smoke sputtered from the small gash Twilight's blade had made.

"GOOD. THERE IS MUCH ANGER IN YOU. USE IT!" Nightmare Moon launched a vicious, all-out assault. Twilight was barely able to keep up with the blindingly fast pattern of attacks, and found herself forced all the way to the end of the gantry. Even though there was a protective railing around the gantry, when Twilight's left rear hoof found empty air, she felt a moment of panic. That distraction was all Nightmare Moon needed. One powerful swing connected with the base of Twilight's horn, shearing it off. The young unicorn screamed in agony as her severed horn spun away into the seemingly bottomless reactor shaft. She sank to her knees, whimpering in pain.

"SURRENDER NOW," Nightmare Moon said. Her amplified voice seemed somehow gentle, which disturbed the wounded, panicking Twilight. "I HAVE NO DESIRE TO DESTROY YOU. YOU ARE FAR TOO IMPORTANT, YOUNG SPARKLETROTTER. YOU DO NOT YET KNOW HOW POWERFUL YOU CAN BECOME. THE HORCE IS STRONG WITH YOU. JOIN ME! I CAN SHOW YOU THE WAYS OF THE HORCE...OF THE DARK SIDE..."

"I'LL NEVER JOIN YOU!" Twilight screamed.

"ALI-CORN NEVER TOLD YOU WHAT HAPPENED TO YOUR MOTHER," Nightmare Moon rumbled as she stood over the prone, injured unicorn.

"She told me enough!" Twilight cried, tears of pain and anger in her eyes. "She told me you killed her!"

"NO," Nightmare Moon correced. "I AM YOUR MOTHER."

"That..." Twilight paused, blinking away her tears. "Wait, wait. You say you're my mother, but you just tried to package me in hasbronite, threw me out a window, and cut off my HORN?!"

"WELL, YES, BUT—"

"And anyway how the hay could you be my mother? Sunny said you were her sister..."

"YES, SHE AND I ARE SISTERS, BUT—"

"But you don't have the same last name or anything and anyway if you're my mother why am I a unicorn and not an alicorn?"

"STOP ASKING RIDICULOUS QUESTIONS!"

"And why should I believe anything you say, anyway? You're the face of everything evil in the whole ponyverse!"

"WELL...YOU DO HAVE A POINT THERE..."

"So this whole 'I am your mother' thing is just you screwing with my head, right?"

"NO. I AM—WAS—LUNAKIN SPARKLETROTTER. AND YOUR MOTHER."

Twilight frowned. "But you still cut off my horn and you're still waving your hornsaber at me, so you're not much of a mother, are you?"

"AND YOU ARE A BRATTY DAUGHTER!" Nightmare Moon retorted, hornsaber thrumming and hissing.

"...I'm so out of here," Twilight said flatly, throwing herself over the railing and into the reactor shaft.

Nightmare Moon watched her daughter tumble away into oblivion for a long moment, before turning and stalking angrily up the gantry.

"Is that thing still behind us?" Rariteia asked as she climbed down from the gunner's chair.

"He's still on th' scope, but Ah reckon he'll give up in a minute. He don't usually chase one ship for very long. Anyway, Ah've got 'er parked right under th' middle o' th' city, an' ol' Steve don't like gettin' close t' that reactor shaft—"

There was a muffled thump from overhead.

"Oh no! He's got us! Does he have us? Are we being eaten?" Rariteia thrashed around in a circle, chewing on her hoof.

"Calm down, Princess. That weren't him," Bigmacca said.

"But then, whut WAS it?" Applo asked, scratching her head.

Rariteia's eyes widened suddenly. "Twilight," she said. Before either of the others could ask what she meant, she disappeared. A minute later, the emergency hatch on the roof of the ship opened from the outside. "A little help here!" Rariteia called.

Bigmacca trotted into the aft compartment to find Rariteia straining to levitate an unconscious Twilight Sparkletrotter into the ship. Puzzled, Bigmacca hopped up on the game table, reared onto his hind legs, and grabbed Twilight, dragging her as gently as he could through the hatch. Once she was inside, he set her on the sofa, then closed the hatch.

"What...what happened to her HORN?!" Rariteia cried.

At that moment, the two droids emerged from the circuitry pit in the hold. "Owltoo figured out that the happyspace motivator had been turned off," Spike-Threepio reported. "He turned it back on, so we can to to happyspace any time you're ready WHOA, where'd Miss Twilight come from?"

"For the moment, let us just be glad she's with us," Rariteia said, staring worriedly at the crusty stump of the lavender unicorn's horn. "Bigmacca, kindly tell your sister to get us the HELL OUT of this wretched system."

"Where we headin'? Are we goin' after Rain, or...?"

Rariteia sighed. "This isn't the time. With the way things have been going lately, it would be better if we return to the rendezvous coordinates. I'm certain Zecora is beside herself with worry."

"Eeyup." Bigmacca returned to the cockpit, leaving Rariteia to watch over the wounded Twilight.

Nightmare Moon stormed onto the bridge of the flagship. "ADMIRAL," she thundered. "IS THE HAPPYDRIVE ON THE MILLENIUM RAINBOOM DISABLED?"

"Yes, My Lady!" Derpiett said, saluting. "I took care of it personally!"

"EXCELLENT. THAT VESSEL WILL BE EMERGING FROM THE CLOUD LAYER ANY SECOND NOW. TELL ALL PATROLS TO HOLD THEIR FIRE. I WANT A TRACTOR TEAM ON THAT VESSEL THE INSTANT IT IS WITHIN RANGE. IS THAT UNDERSTOOD?"

"Yes, Lady Nightmare! You heard her, everypony! Prepare for tractor team manuevers!"

"I have them on scanners, Admiral," an officer said. "They're escaping the planet's gravity well...now."

The tiny silver speck that was the Millenium Rainboom gleamed against the planet below, just barely visible through the Lunar Starbucker's forward viewer.

"Tractor team standing ready," another officer reported.

"Commence tractor team operation," Derpiett commanded.

The Millenium Rainboom disappeared in a rainbow burst of light.

"Target has entered happyspace," the scanner control officer said unnecessarily.

All eyes turned to Admiral Derpiett.

"I just don't know what went wrong," she said, ears drooping.

Nightmare Moon stared at the wall-eyed pegasus for a long, terrible moment. Then, without a word, she turned around and strode off the bridge.

In the Outer Rim, several parsecs from the nearest Equirial system, the Pony Rebel fleet floated serenely in the black void of space. The Millenium Rainboom was moored to one of the larger cruisers; tiny fighters and shuttles swarmed around the cruiser like honeybees.

Inside the freighter, Bigmacca was busily running down the pre-flight checklist. Applo, having traded in her finery for a battered old brown cowpony hat and one of Rain's black vests, sat in the pilot's seat, talking into the commlink.

"We're about t' hit th' trail, y'all," she said.

//Good luck, Applo,// Twilight's voice replied.

"Soon as we track down Opal th' Catt an' that no-good marenappin' bounty hunter, we'll give y'all a holler."

//Take care, both of you. I'll see you at the rendezvous on Trotooine.//

Rariteia stood attentively at Twilight's side, watching with fascination as the medical droids completed the final series of microneural connections for her new artificial horn. Inwardly, she was slightly jealous, for the new horn was made from the most exquisite specimen of amethyst she had ever seen.

At a signal from the medidroid, Twilight tried to focus her magic on a stylus lying on the table beside her bed. The familiar sparkling reddish-purple glow of her magic flared around the new horn, and was duplicated around the stylus, which hovered off the table and flew two laps around the room before landing gently in the exact same spot it had been.

Smiling, Twilight eased herself off the bed. She nodded to Rariteia, and the two of them trotted over to the medibay's large viewport, joining Spike-Threepio and Owltoo-Deetoo. The four of them watched as the Millenium Rainboom detached from the cruiser's mooring tube, came about, and jumped into happyspace.

As the Rebel fleet began to move again, Twilight stared out into the black depths of space.

*Mother,* she thought.

And faintly, as though from a great distance, she felt more than heard a response:

*TWILIGHT...*

Written And Directed By

MYTHRIL MOTH

Based On "STAR WARS" By
GEORGE LUCAS

And

"MY LITTLE PONY: FRIENDSHIP IS MAGIC"
(CREATED BY LAUREN FAUST)

Main Title Theme
"THE LOCKED PALACE"
By
TOMOHITO NISHIURA

CAST
TWILIGHT SPARKLETROTTER					Twilight Sparkle
ALI-CORN CELESTI					Princess Celestia
RAIN BOLO					Rainbow Dash
PRINCESS RARITEIA					Rarity
SPIKE-THREEPIO					Spike
OWLTOO-DEETOO					Owloysius
BIGMACCA					Big Macintosh
PINKIE PODA					Pinkie Pie
APPLO CALABRESIAN					Applejack
NIGHTMARE MOON					Nightmare Moon
ADMIRAL DERPIETT					Derpy Hooves
ZECORA					Zecora

Also Starring

Lightning Dust
Snails
Snips
Steven Magnet

AND

TRIXIE LULAMOON
AS
Trixie Fetter

POWERED BY DREAMHOST

Since 8/5/13