In a manner of minutes, the birthday train was chugging along through the woods, the train yard disappearing behind them, and Georgia happily puffing along, and all her passengers enjoying the ride. With nothing to do, the ponies were allowed to just relax and enjoy the ride to town.

Rainbow Dash, tired of flying all the way, had decided to take a nap on Apple Jack's apples, leaving Pinkie, Twilight and Spike to chat.

Beside Rarity, Fluttershy and Apple Jack were having a chat too, about nothing in particular. Rarity was not really listening. Her thoughts were still on how much greater Twilight was than her. She just looked out the window at the trees and stone passing by as her thoughts kept biting at her.

She had already envied Twilight in how she grew up in Canterlot, let alone at Celestia's side. Come to think of it, that was probably why Twilight was so much more talented with magic. Plus she remembered Twilight had studied magic for most of her life, and worked hard, while Rarity mostly pursued her dream of being a fashion designer, dreaming of the high-cultured life Twilight was living. And now, look where that's gotten her.

She suddenly felt a hoof gently tap her on the shoulder, making her spin around to face Fluttershy.

"Hey, Rarity?" Her friend asked in a gentle voice. "Are you okay? You've been so quiet."

Rarity decided to tell Fluttershy about the problem. She thought it would be nice hearing her thoughts.

"Oh, I'm just thinking," She began. "It's just that you've seen how amazing Twilight is. How good she is with magic, right?"

"Yeah?"

"You've seen all the spells she knows; how she found all of your animal friends, and helped Pinkie with her party stuff, and helped load up all those toys, right?"

"Yeah?" Fluttershy's voice beckoned for Rarity to go on.

"It's just that sometimes I wish I could be just as good as her; that I could do incredible things with my magic as well. But I can only do the basic spell of levitation, even if I am pretty good at that one. I suppose I can also uncover gems in the earth and trim hedges, but what good have those skills done us on the adventures we've been on? And on top of that, Twilight is a genius and a natural leader!"

She huffed and rested her chin on her hoof. "Let's face it; compared to her, I'm useless!"

"Oh," Fluttershy said gingerly. "Oh I know exactly how you feel. I compare my flying skills to Rainbow Dash all the time. And I use to feel useless as long as she was around. But do you remember that time we made that water tornado for Cloudsdale? In the end, my flying really helped out a lot. So you might not think you're helpful, but you really are!"

"This is different, Fluttershy," Rarity continued. "In the tornado episode, the tornado was a group effort that every pony needed to pitch in for. When Twilight needs to use her magic, she can fix the problem all by herself. And besides, you have other skills that have helped us before. Your hidden anger helped us deal with that dragon that one time; and your talking to animals have helped too. And what have I got? Tailoring? Finding gems? Trimming hedges? Honestly, can you think of more useless talents?

"Rarity," Apple Jack's voice spoke up before Fluttershy could answer. Rarity and Fluttershy turned to face her. "You're not useless; you're one of us." Her voice was as warm as ever, and her face honest. "You're one of the Elements of Harmony. And ya'll know it takes all the Elements for their magic to work! If just one's missin', we're incomplete, ya know?"

"Yes," Rarity huffed. "But that's pretty much all I'm good for, isn't it?"

"No it ain't! You HAVE done good for us on our travels," Apple Jack continued. "Like remember when we were trying to cross that river and you fixed the serpent's mustache?"

"Or how about the changeling fight and you beat the cud out of so many changelings?" Fluttershy added.

"And you gave those diamond dogs a whoopin' back in those days, right?"

"Looking back now, those never really seemed all that important," Rarity replied, still sulking. "Besides, you still came to rescue me from the diamond dogs, remember? Even if I WAS handling them okay."

"And you're good at other stuff," Apple Jack continued. "You make the most beautiful clothes in equestria, and know so much about royal city life and manners and all that. And about the clothes again, just imagine how happy all the kids in town will be when they start puttin' them on!"

"Well, let's see my clothes and elegance and manners save us when we are hanging from a cliffside or facing a horrible monster!" Rarity hissed. "I barely do anything on our journeys. In fact, if I recall, most of the time I just get into trouble that the rest of you have to save me from."

Applejack frowned. "Well, she does have a point there," She whispered back to Fluttershy.

Fluttershy then remembered something, and smiled again at Rarity. "But you know, you've been trying to do better, right?" She rested her hoof on Rarity's shoulder. "I mean, you've been practicing your Kung Fu more, right?"

"Well, yes..." Rarity answered.

"And you've been practicing more with the levitation spell so you can lift bigger things and more things, and use them in times of stress, like fights, right?"

"Yes, I have," Rarity nodded.

"And you've been taking those first aid spell training courses, right?"

"Yes! That's true!" Rarity felt better as Fluttershy reminded her of all these things.

"There, ya see?" Apple Jack continued. "You're already working toward doing better and helping out the team more."

"You'll get a chance," Fluttershy added. "Someday, we'll be in danger that we need YOU to get us out of. THAT will be your time to shine."

Rarity looked back at her two supportive friends, taking in their smiles and their words. She was so lucky to have such wonderful, caring supportive friends, all of them.

"Thanks girls," She said, smiling back. "And you're right. When I'm needed, I'll-"

She was suddenly interrupted when there was a loud spring sound, and some clanking and steel grinding.

Everyone in the cart was alerted, and tried to look out the window up ahead. Even Rainbow was woken up from her nap. They saw up ahead, smoke was spewing from Georgia's boiler.

She made a turn at one junction, pulling off the main track and into a siding so she would be out of the way of oncoming trains. It was clear she was about to break down.

Georgia started slowing down, and her wheels were groaning more. At last, she came to a stop, and there was a loud bang, followed by Georgia moaning "Ow!"

"What the hay was that?" Rainbow asked. "What's going on?"

"I dunno," Twilight answered. "Let's go check it out. Maybe we can help."

All seven of them were out in a second, out heading up to Georgia. Rolo was already driven gittery, jumping up and down on a pogo stick, as if he could not stand still he was so nervous.

"Huh? What? -Who? When? How?" He tried to speak, stumbling over his words.

"Why did we stop?" A the goose demanded, trotting angrily up to Georgia.

"Y-Yeah!" Rolo stuttered. "Wh-what she said!"

"I dunno," Georgia answered. "Something went 'spoing!' and then I just stopped. I sure am sorry."

Just then, Rolo slipped and crashed down into the dirt.

"I knew it! I knew it!" Hissed the goose. "We'll never get over the mountain!"

"Is there anything we can do to help Georgia?" Pinkie asked, walking up to her.

"Well, any of y'all know anything about engineering?" Geogia replied with a slight giggle.

Each of the ponies all shook their heads and muttered 'nope' and such things.

"Well, I do appreciate the concern," Georgia smiled.

"Does it hurt?" asked Chippers, the monkey, climbing on Georgia's burnt smokestack.

"Oh, no Chippers," Georgia answered. "It doesn't hurt much. I just can't go."

"Oh really now?" Shouted a gleeful, gruff voice. "Haha! Did you hear that boys? The train just broke down! Ah, this is perfect! I couldn't have planned this better myself!"

Each of the ponies looked off in horror at the source of the familiar voice. It was atop a small rise just a few yards away from the tracks, upon which a blue soda truck had parked. The badger clinging to the antenna had slid down to the ground. A big black ape had hopped out of the driver's seat and rolled over to the other side of the truck so he could face the train. A little bird had also swooped out of the passenger's seat, and onto the ape's shoulder.

Flynn opened up the back of the truck, letting the rest of the salty crew out as they lined up beside their captain. Raz pulled fish bone weapons from her pouch and passed them out to each of her allies.

Each of the poinies gasped in horror. Georgia, Rolo, Chippers and the goose simply looked on in confusion.

"Oh no!" Twilight cursed. "Gutt! You followed us here? Really?"

"I told ya, Twilight!" Gutt shouted, his voice still merry. "There's a 'captain' in there somewhere."

"The only thing you'll ever be captain of is captain of the losers!" Rainbow shouted out mockingly, making the other ponies giggle.

"Oh, yeah, haha, that's really funny," Gutt muttered. "Just like all those other times you used that line, Rainbow."

"Hi Twilight!" Flynn waved with a wide smile. "Hi Rainbow! Hi Pinkie! Hi Fluttershy! Hi Apple Jack! Hi Rarity! Hi Spike!"

"Hello, Flynn," everyone rolled their eyes and groaned.

"Are you like stalking us or something?" Rainbow added.

"Well," Silas answered, rubbing his chin, "if by stalking, you mean in the sense that a predator stalks prey? Then yes! We are stalking you!"

"I thought we were done with you loonies after that time you interrupted the Summer Sun Cruise!" Apple Jack barked.

The pirates started cackling.

"Us? Drown at sea in that storm?" Shira laughed. "That's just stupid. It's like saying a phoenix was burned in a fire!"

"Great metaphor there, Shira!" Gutt nodded.

"What are you doing here?" Twilight demanded. "What do you want?"

"Isn't it obvious?" Gutt asked. "We've seen all those mouth-waterin' snacks on that there train, and we want 'em!"

"So, we'll be taking them now," Flynn added, "if you please."

"Well, I'm afraid we can't let you do that," Rarity grunted, trying to sound dignified. "Everything on this train is going to the town on the other side of the mountain, to children who need these things much more than you do!"

"Yeah!" Pinkie added, cheering triumphantly. "If you want this train, you're gonna have to go through OUR scurvy crew first!"

"Oh, we'll go through you alright!" Squint cackled menacingly, pulling out his knife.

"Alright," Gutt snarled, readying his sword. "Enough gab! Come on boys! It's pillagin' time!" He raised his sword up into the air as he rushed down the rise.

"CHARGE!" Squint shouted as the rest of the crew rushed in after their leader.

Rolo, Chippers, and the goose all cowered behind Georgia.

"Alright! Let's do this!" Rainbow shouted as she prepared to charge as well.

"Wait!" Twilight snapped. "I got another idea."

Everyone turned to her as she charged magic in her horn. A beam shot up into the air, and within seconds, a large purple dome had spread out, covering the entire train.

Seeing the dome, the crew hit the breaks, trying to stop, but it was too late. They all ran right smack into the dome. They pulled away after a second, and looked it over.

The ponies were all silent as Gutt stroked his beard. First, he tapped the dome with the edge of the sword. It hit the dome and made a sound as if he were tapping a glass window at the aquarium. After a minute, he tapped it with his finger, and then started feeling it with his hands.

Next, he rolled over to Squint, picked him up, and pulled him back like a slingshot, flinging him at the dome. The rabbit hit the dome smack on his belly.

"Haha!" Rainbow laughed. "Hey, hey, guys! This is what he's like." She walked up to the dome and stood up on her hind legs, and put on a stupid look.

"Duhhhhh, hey- what is this?" She started tapping the dome like Gutt did, making him stop. "It's... some sorta... force... field!"

All the ponies, as well as Rolo and his friends, all broke down laughing at Rainbow's impression. Gutt just glared at her, unamused.

Even Flynn started laughing. "Oh, she nailed you just right, Captain!" He giggled.

"Raz," Gutt muttered as he snapped his fingers, "Will you?"

"Yessir!" The kangaroo said as she gave Flynn a hard bonk on the head, silencing him.

When the ponies were done laughing, Twilight walked up to the force field and looked Gutt in the eye.

"There's many spells I know that you still haven't seen me use, Captain," She said tauntingly.

"Really now?" Gutt grinned. "Well, tell me, do you remember THIS?" he pulled out from behind him his green medallion.

Twilight's eyes widened in horror as she and Rainbow stepped back from the dome.

"You dispelling stone?" She gasped. "I-I forgot about that!"

"What?" Rolo asked. "Wh-what's a d-d-d-dispelling s-stone?"

"It's an enchanted gem that can cancel out unicorn magic," Twilight answered. "If you wear it like a necklace, you become immune to all kinds of unicorn magic."

"Yes, you mean like THIS?" Gutt slipped the necklace over his neck. "Let's see how well this thing works now!" Sword in hand, he took a step forward, and entered the dome, slipping through the barrier as though it were a smokescreen.

"Now then," Gutt grinned, "let's see how well you-huh?"

He did not finish when six angry-looking ponies surrounded him.

"We don't need Twilight's magic for just you!" Rainbow snickered as she cracked her hooves.

Gutt gulped. "I should have thought this through more."

From outside the dome, the rest of the crew all heard the sound of punches and kicks and their captain moaning and shouting in pain as the ponies beat the cud out of him. Without any way to enter the barrier, there was no way they could help him.

A paw on his chin, Gupta was thinking.

"I feel like I've seen this before somewhere," he said. "A gang of tough, technicolor girls beating the crud out of an ape... where have I seen that before? Hm..."

"Beats me?" Squint shrugged. "Any ideas, Flynn?"

The seal simply shook his head.

Finally, Gutt was kicked hard in the stomach, blasting him up into the air, screaming, as he plummeted down and hit the dirt hard, his sword tossed out after him.

Gutt lifted his head out of the dirt, his face having one black-eye, a lost tooth, and pegasi dancing around his face.

"You okay, captain?" Shira asked.

"Yeah," Gutt answered with a smile as he looked at her. "I'm okay, Auntie Gizzard. Hey, I didn't know you had a twin sister!"

Silas came back from the truck, carrying a bucket of water, and splashed it on the captain's face, waking him up.

Gutt shook his head as his senses returned, got to his feet, and dusted himself off, glaring back at the dome, still thinking.

"Let's try something," he said. "Raz, give me your hand!" he held out his hand for Raz's, which she quickly took.

Together, they charged at the dome. Gutt made it through again, but Raz was kept out. Gutt pulled and pulled at her to try and get her in, until she finally hissed "Captain, that hurts!" and that's when he stopped and hopped back out before the ponies could beat him again.

"Alright," he muttered. "It looks like only one of us can get through."

"And it would take more than one of us to do any serious damage," Gupta added.

"Precisely," Gutt replied.

"Looks like we gotcha beat!" Apple Jack smirked.

"Yeah," Rainbow added. "So why don't you guys go back to your ship and cry!"

"You know us better than that!" Gutt hissed back. "We don't give up that easily. You can't stay in that dome forever! You're gonna have to come out eventually. And we'll be waiting right here for when you do!"

And with that, the pirates all moved off away from the dome, closer to their truck, and sat down on the grass, getting comfortable.

"Alright," Twilight announced. "Looks like they'll be off our tail for a while."

Rarity felt a little sad again, seeing how Twilight had outshine her yet again. Really though, she was more relieved that they would not have to fight... yet.

Rolo exhaled as he, Chippers, and the goose came out from behind Georgia.

"What is going on here?" He asked. "Who are those guys? Do you know them? Or what?"

"It's a long story," Rainbow shrugged and scratched the back of her head.

"Yes, right now I believe we other matters to attend to," Rarity added. "What are we going to do about poor Georgia? About the train?"

"Well, um..." Rolo stuttered an answer, "As director-that is, head... that is leader of the playthings- er- I mean toys-um... I'll go back for assistance-um- help. That kinda thing, you know." He started walking back, but his pants suddenly fell down and he tripped over them.

"No Rolo, wait," Twilight said. "Bad idea. You go outside the dome, and the pirates will tear you apart! We're sitting ducks here right now."

"Oh, right-" Rolo nodded nervously. "Eh, good point. Thanks Twilight."

"It would be over quicker if we just beat the crud out of them now!" Rainbow hissed. "I mean, you know Gutt. If we don't beat him up now, he'll just keep pestering us until we do!"

"I know Rainbow," Twilight huffed. "But I just don't want to risk anyone getting hurt here; not us or the other passengers. We need to look good for the party tomorrow, remember."

"Eh, right," Rainbow muttered in agreement.

"So what should we do then?" Pinkie asked.

"Well, how about I just signal for help?" Georgia suggested.

"I know!" Rolo announced, "We'll signal for help!"

The annoyed goose slapped herself in the forehead as Georgia started tooting, sending smoke up into the sky from her burnt-up smoke stack.

Back in the train yard, Chip could see the smoke flying above. He swooped down to tell Tilly.

"Tilly!" he exclaimed. "Something's wrong!"

Tilly looked off and saw the smoke signal Chip had seen.

"It's Geogia!" She cried. "She's in trouble!" She knew what to do. She sped off toward the Doctor train's shed.

"Doc! Doc!" She panted as she rushed up to the humble-looking green engine. "Train in trouble! It's Georgia and the Birthday Train!"

Doc's eyes widened in alarm. "There's no time to loose!" He sped off toward the smoke signal.

Author's Comments: When Gupta was talking about Gutt getting beaten up by the ponies, he was referencing a certain cartoon. Can you guess what cartoon it was?

You know, my goal here is to try and get this story done before the revelations of MLP Season 3 on October 22. I bet I can make it at the rate I'm going at, as long as I can keep up with my school work and sleep along the way.

Don't ask me which of the pirates is my favorite. There's something memorable and interesting about all of them. I liked Gutt, Raz, Squint, Flynn, Gupta. Probably the least memorable is Silas, and the boar.

So, hope everyone enjoyed this chapter. I had fun with it, having the pirates and ponies finally meet, and have some of the comedic scenes with the dome, along with some of the lines here.

So again, I'd love to have more favoring, subscribing, and reviewing. I will see you all next chapter, where we'll finally get some good insight and explanations on the history between the ponies and pirates.