Coming in for a landing, the crew proceeded along on Planet Gaspar.

"From the looks of things, the only thing we need to get here is that Pilot's Helmet we saw in that infobot we got from the soldier we helped," Ratchet explained.

"Oh, I can hardly wait!" Twilight squealed excitedly as the group came across a wave of mechanoids.

"Those kinda look like Mousers from that Ninja Turtle show you like so much, Papa Ben," Rainbow noted.

"I was always a Michelangelo guy." Ben chuckled.

"Raphael was my fav." Hilda smirked.

Ratchet laughed. "And me as Donatello without a bo staff."

Cutting their way through the bots, they reached a turret. Pinkie excitedly got into it and proceeded to shoot out the enemies that were near, as well as clearing the path further.

"You're right, Mommy! This IS fun!" The pink-skinned pony girl giggled.

Hilda smiled. "Glad that you could have some fun too, Pinkie."

"I call dibs on the next one!" Rainbow said.

Through the first gate were spheroid mechanoids that flew at them while charging for an explosion. Twilight and Rarity dealt with them by grabbing them in their magic telekinesis and holding them far enough away that the explosions didn't touch any of them.

"Good heavens, that is just so uncouth!" Rarity huffed.

Continuing onward, another turret opened yet another path, with Rainbow being allowed to do the honors as promised. Taking an elevator up, they used the same strategies as they continued, though Twilight and Rarity sometimes held the explosive spheroids in range of other robots so their self-destruct took out other obstacles as well.

Applejack used her strong legs to kick the bomb spheroids into the tanks while Pinkie loaded them into her Party Cannon to send them flying. When they came to a room with several gunners taking cover between tanks, Twilight dealt with that by smashing the tanks together, crushing the gunners between them.

"Better you than me, darling. Brute force isn't exactly my forte." Rarity said.

Spying several gunners in the next room with a turret, Ratchet had an idea.

"Rarity, do you think you could use your magic to remotely manipulate that turret?"

"Well, I suppose I could..."

Focusing on the turret, she energized her magic. Gripping the turret, she spun it towards the gunners and triggered the guns, blasting away until they and the gate blocking the path onward were slag.

"Well, I can certainly see why the rest of you get such excitement out of this." The white unicorn girl giggled.

"Umm...I kinda wish we could use less...destructive means." Fluttershy whispered as Hilda stroked her mane affectionately.

"It's okay, Flutters. There'll come a problem you can solve with your endless kindness, I just know it."

"Thanks, Mama..."

Through the door and past several more spheroid bombers, they found two functional Pilot's Helmets.

"What do ya know, Twi? Two of them after all," Ratchet said happily, donning one instantly. "Now this is cool!"

"According to the infobot Hilda's group acquired, our next stop should be Orxon," Clank explained. "From the sound of the infobot, it has a highly toxic atmosphere. I do not believe any of you would be able to survive on the surface without some form of breathing assistance."

"Then waiting for you to explore and find us a lead should give me plenty of time to study the helmet there," Twilight pointed out. "And I can also see if I can tweak the Metal Detector I got back on Batalia so it can detect more than just hidden stashes of bolts."

"Yeah, like maybe the sucking nanotech thing..." Rainbow snarkily said, ignoring the glare Twilight gave her.

"Well, sounds like we got a plan!" Ben said. "Let's mosey on back to the ship!"


After getting back to the ship and flying to Planet Orxon, Twilight was able to create an atmosphere bubble around the cockpit to hold the breathable air in long enough to allow Clank to climb out.

"Take this with you," Rarity told Clank, handing him her Hunter's Guild License. "You can use it to buy anything from shops or vending machines you might find. Anything you find out there might be useful for us, or at the very least something else for Twilight to tinker with."

Clank nodded as the cockpit swiftly closed as soon as he got out and made his way off.

"I hope he'll be alright," Fluttershy whispered worriedly.

"Awww, he'll be fine. Y'all saw how tough he is for a little fella." Applejack said.

Meanwhile, Twilight pulled out the Metal Detector and the spare Pilot's Helmet before setting them down as she took out her tool kit, Ratchet and Ben sitting down with her to watch her work.

"So which do you think I should work on first?" Twilight asked.

"Start with the Pilot's Helmet," Ratchet suggested. "You need to work it to fit over your head, after all. Maybe you can make it interface with your magic through your horn."

"Aww, come on!" Rainbow complained. "Why can't I get one!"

"Because you don't have the necessary magic composition, duh." Twilight snarkily shot back as she took the Pilot's Helmet and her tool kit, beginning her tinkering.

Meanwhile, Hilda was sitting down as Fluttershy and Pinkie nuzzled up to her, resting their heads against her giant stomach and bouncy breasts. The young woman smiled contently as she stroked both their manes and began singing a lullaby her mother sang to her when she was a child.

Hush now, quiet now
It's time to lay your sleepy head
Hush now, quiet now
It's time to go to bed

Fluttershy in particular didn't know why, but that lullaby held a strange nostalgic rhythm to her, wishing she could drift off to sleep right then and there. Pinkie was pretty much conked out as well already, Hilda's soothing voice lulling her to dreamland.

"Alright, I think I got it!" Twilight smiled as she showed Ratchet and Ben the helmet before slipping it on her head. "I was right about the way it converts thoughts into data, but it scans the object it's manipulating when first activating it to match thought patterns to data forms for transmission. A VERY nice design."

She had colored her helmet a very dark violet, darker even than her mane, and the visor had been modified into two separate HUDs that slid over whichever eye would best receive information at any given time.

"If you can make another one of those, make one for me!" Rainbow said.

"Oh Dashie, I'll make one that better fits your personal flight capabilities instead," Twilight replied. "Maybe I'll make one for Fluttershy too."

"So what will you be doing with the Metal Detector?" Ratchet asked.

"I'm thinking I can tweak it to scan surroundings for any type of hidden resource, whether bolts, upgrade components, or Raritanium," Twilight replied, taking hold of the device in her magic. As it swooped up into the air in front of her, it suddenly burst apart into all the finite parts, holding the original pattern of the device as each part rotated in her sight and magic.

"Oh, my heavens! Such ingenious designs!" Rarity said as she and Ben both excitedly looked closer.

"Man, I just...LOVE technology!"

"Whoa, nelly!" Applejack said in excitement. "That's some fancy upgrades you gave that helmet, Twi."

Twilight beamed. "I knew the modifications I made the the Pilot's Helmet to interface with my magic would have some unexpected side effects, but this! It's created a modified chronometric stasis field showing me the fundamental nature of each piece of the device and how they fit together! This is the PERFECT way to study such things!"

"Well, I'm feeling rather left out."

Everyone turned to see Clank had returned, stepping onto the ship.

"Hey, Clank! Welcome back! What did you find?" Twilight asked as she powered down her magic and reassembled the Metal Detector.

"Clank's back...?" Fluttershy sleepily asked as she and Pinkie woke up from their nap.

Clank smiled. "First, I found these for Ratchet."

He pulled out a pair of boots which immediately attached their bases to his chest plate.

"So, are you going to give them to me?" Ratchet asked.

"Magnet Boots!" Twilight gasped happily. "I remember reading about those in a Gadgetron report. Those will let you walk across any metallic surface the way I use that gravity realignment spell."

"Where are the ones for me and Hilda then?" Ben asked.

"Yeah, we're feeling left out!"

Twilight rolled her eyes. "I can always duplicate them, y'know. Just like I did with the Grind Boots."

"I also acquired both Ultra and Premium Nanotech for everyone," Clank added, pulling out several cans of nano-injector. "The extra boosters for the Heli-pack that allows me to launch Ratchet into the air enabled me to explore areas much higher than my normal jump height."

"Awesome!" Ratchet said eagerly, taking his and chugging them down.

"Oooh! Minty!" Pinkie giggled after drinking hers.

"Hmmm...not my taste." Ben shrugged after finishing his.

"Figure we could give these an apple flavoring, maybe?" Applejack pondered as she crushed her emptied can.

Hilda just let out a loud belch that shook the ship before giggling impishly as Rarity huffed in disgust.

"Honestly, Mother! You could do with some more manners."

"Awwww, let it go, Rares!"

Suddenly, a message came on the ship's communicator as Ratchet went to answer it, getting a pleasant surprise when he saw it was from Grim.

"Hey, Ratchet. Grim here. Been followin' your adventures and I couldn't be happier for ya and the rest of the kids."

"Grim! So glad to hear from you again. How are things back on Veldin."

"Eh, they're doing alright. Hilda's Mom is worried if she's eating well and Ben's folks are sending their best wishes." Grim replied. "Listen, I don't know if I ever told you this, but I have a brother on Pokitaru. His name's Felton. We don't talk much, on account of him being a bit of a slacker. But he sent me a distress call this morning."

"We have a Great-Uncle?" Rainbow asked in surprise.

"He said Drek was attacking Pokitaru with these Hydro Harvester things! I guess the Blarg want their ocean water for that new planet they're building." Grim explained. "Anyway, if you have a moment, could you swing by and check in on him? Thanks, kid... I'm proud of ya."

"Thanks, Grim..." Ratchet smiled softly as his adoptive father hung up.

"Well, we can make time for family, right?" Applejack asked Clank, who nodded.

"I can allow this whole-heartedly. Perhaps we may also find some new useful gear along the way."

"Maybe after we stop Drek, we can have a vacation there!" Pinkie suggested.

"Oh, yes! I've heard of how heavenly the spas are there!" Rarity said excitedly.

Plugging in the coordinates, the gang took off for Pokitaru.


Landing on Pokitaru, the trio looked around at the vast beaches, blue oceans, and bright sun. It would look like the perfect vacation spot if not for Drek's Hydro Harvesters sucking up the ocean water.

"Those horrid beasts!" Rarity gasped. "How dare they try to steal from such a lovely planet and deprive everyone of relaxation and beauty care!"

"We'll stop 'em!" Ratchet reassured.

Part way down the path, they encountered a Fongoid man who looked just like Grim except wearing a Hawaiian shirt, sandals, and a green sun visor.

"Hey, you must be Felton!" Ben greeted as everyone came over.

Well dip me in breadcrumbs and feed me to a Snagglebeast! Grim told me he was friends with a Lombax, but I didn't believe him." Felton chuckled as he looked over Ratchet. "I've never seen one in real life before. You must be Ratchet."

"Yup, and these are my pals Clank, Ben, and Hilda."

"And these are our sweet little angels!" Hilda cooed as she scooped the Mane 6 up into her thick soft arms. "Twilight Sparkle, Pinkie Pie, Applejack, Rainbow Dash, Rarity, and Fluttershy!"

"Hi, Uncle Felton!" Pinkie greeted with a happy wave.

"This is so weird. The resemblance—it's..." Ratchet said as Felton chuckled.

"Uncanny, I know."

"Yup, you're definitely Old Man Grim's brother," Ben said. "Speaking of which, he called us to come here and help you out."

"Glad to hear it! "Down at the visitor's center, we've got an atmospheric gunship. We used to use it for tourist stunt flights, but if you know your way around the controls, you could probably use it to take out all these Hydro Harvesters."

"I know my way around big guns..." Hilda smirked. "I'll handle it from there."

"Just follow me there and I can give you the keys, you can use the gunship to shoot all those ships out of the sky." Felton said. "I'll even throw in some free O2 Masks for your trouble."

"Why don't we just teleport there with Twilight's magic?" Rainbow said. "I mean, Fluttershy and I can fly there and so can Twilight but I don't think we can carry everyone there."

"Sorry, Dash, I'm only advanced enough to teleport myself safely, and even then only to a place I've been to or seen." Twilight apologized.

"Looks like we're gonna have to take the scenic route," Applejack said.

Felton led the way to the visitor's center, where the group took out some attacking Puffoids.

"The Puffoids have been comin' ashore ever since the Blarg started attacking," Felton explained. "Nasty little devils, but tasty if you know how to cook 'em."

"You know, I've been craving some good sushi lately," Ben noted.

"Ooooh, me too!" Hilda giggled.

The next new enemy they encountered was a strange purple creature that launched fireballs at them with telekinetic energy. Felton gasped as he quickly took cover.

"It's a Telepathopus!"

"Leave it to me!" Twilight said, using her magic fireballs to blast the enemy back, incinerating the beast.

"Man, your kids are something else," Felton noted to Ratchet.

"Yeah, but that's what makes them so special."

Felton then led everyone to a hoverboat, which he piloted to bring them closer to the visitor's center.

"All right, strap in!" Felton said before chuckling. "I'm just kiddin', this thing doesn't have any seatbelts."

"Could it at least have guard rails?" Ben asked as some Puffoids came to attack, only to be sliced apart by his lightsaber.

"Yeah, fair point." Felton admitted as he drove the hoverboat. "I actually had a lovely fishing trip planned before these Hydro Harvesters showed up and ruined everything."

"Oh, I know. It must be awful for the people vacationing here too." Rarity said sympathetically. "How dare Drek get in the way of everyone's spa day!"

"How long was your trip, Uncle Felton?" Fluttershy asked.

"Going on about ten years now. The fishing was just startin' to get good, too!" Felton huffed before smiling as he saw a nearby waterfall cliff. "Aw, will ya look at that? Over there's the Torgoff Waterfall! Grim and I used to trek to the top of that thing every holiday, looking for Gold Bolts and such. Then one day he dared me to ride down in a barrel and I tell ya, I've never seen our father so angry. Oh, those were the days..."

"Y'know, maybe I'd like to try some fishing if that's alright with ya." Applejack said.

"You're a real peach, kid. A chip off your parents' shoulders."

Eventually, the group finally managed to reach the visitor's center. The garage was sealed shut, and there was a giant button sticking out of the ground in front of it.

"Alright, the jet fighter is in the garage...but I have no idea how to open this lock."

"Allow me," Hilda said as she climbed onto the button and then leaped up before slamming it with her big butt, pushing it down as the garage door opened.

"Why was the garage locked up in the first place?" Clank asked.

Felton sighed. "Eh, a tourist crashed one of the planes, so we had to take safety precautions. Probably should have just gotten an electronic lock or something."

As Hilda took charge of the gunship to fly off and blast the Hydro Harvesters out of the sky, Ratchet noticed a nearby shed and headed inside with Clanka and Twilight to find a man running a mechanics shop.

"Well, well, whadda we got here?" The man said in a thick Southern accent as he picked Clank up.

"Hey, watch it!"

"I recognize that work. Y'all been to see Al, ain'tcha?"

Ratchet nodded. "Yeah, he installed the Heli-Pack."

"I can see that. Name's Bob!" the man replied. "I taught that idjit brother of mine everything he knows. Look, if you want some real hardware, I can fix this lil' feller up with a Thrusterpack!"

"Ooooh!" Clank and Twilight said excitedly.

"And land sake, is that little ol' Twilight Sparkle, the darling little star of Gadgetron?" Bob asked as he recognized Twilight. "Well, I was gonna charge ya, but I'd love to show off my skills to the little lady and see how it stacks up!"

"Show me!" Twilight cheered.

"Comin' right up!" Bob said as he got to work on Clank. "I'll have yer little friend fixed up faster'n a horny toad a hoppin'!"

After a few moments of tweaking and tinkering, Clank showed off his new Thrusterpack upgrade.

"That's right, I am da man!"

Ratchet chuckled. "Yup, you sure are."

"So...cool..." Twilight whispered.

Suddenly, explosions were heard outside as everyone looked to see the last of the Hydro-Harvesters being obliterated by Hilda as she flew down for a landing and squeezed herself out of the cockpit.

"Phew! They need bigger seats in those things!"

Felton cheered. "Yeah-heah! You saved the resort, and probably the entire planet!"

Hilda gave Pinkie, Rainbow, Applejack, and Ratchet high-fives before grabbing Ben and pulling him in close for a big fat kiss on the lips, causing his brain to short-circuit as she broke away and held him close.

"I have been waiting to do that since we were kids!"

"Bla-bur-babaduk-ottsel..." Ben slurred out.

"Here, take these O2 masks, you earned 'em. And as thanks for saving the planet, you all can have lifetime passes to this resort, with all the amenities, food, and relaxation, free of charge!" Felton said. "You'll still have to pay for souvenirs, though."

"Perfect!" Rarity said.

"We'll tell Grim you said Hi!" Twilight said as everyone headed back to the ship, Felton waving them goodbye.


With the new O2 Masks, the gang decided to head back to Orxon and see if they could find anything Clank might have missed. There wasn't much to find other than some creatures that they swiftly took care of, but they did manage to find an Infobot, which contained a recording from Drek.

"Hello again everyone, Supreme Executive Chairman Drek here to fill you in on our progress. We have now found the perfect orbit for our planet, one which will allow for the optimum temperature, all year round! However, there is a planet now occupying that orbit, and sadly for the inhabitants, it must be destroyed. That's why we've created the Planetbuster Maximus, a device capable of blowing an entire planet into sub-atomic particles! We're quite proud of it! Of course, we'll have to do the civic thing and evacuate the populace but...there's no skin off our noses if one or two dozen get left behind, right?"

"He's going to blow up an entire planet now?!" Ratchet exclaimed. "That's just messed up!"

"We won't let them do that," Clank said bluntly.

"Darn right we won't!" Applejack said.

"Alright, team! To Planet Hoven!" Rainbow declared.


Sorry for taking so long on this update. Hope the covering of both Orxon and Pokitaru made up for it.