I groaned as I slowly came to. Jolts of pain shot through my side as I tried to sit myself up, a slight ringing in my ears. Guh, what happened? I clenched my eyes shut to shield them from the lights hanging above the bed I was laying in, trying to think... wait, bed? My head pounded as I wracked my brains, the swirl of memories of yesterday slowly coming into focus. Okay… I got shot, slept it off, drove a while the next day, went into a cave or, tunnel or something… My mind finally clicked into gear as I remembered the blast wave hitting us, the way the explosion had sent me flying from the seat of the mini-tank. Night Strike… I tried to push myself up in bed again, only to be met by more pain and my eyes beginning to water.

The sound of a door opening met my ears, along with some hoofsteps. “Ah, you’re awake. How ‘bout zat,” said an unfamiliar voice in a thick accent. I slowly opened my eyes, allowing them to adjust to the light. A bright red unicorn slowly faded into view, his horn poking through a mane silvery enough to rival my own. “I’d be careful if I vere you, you vere banged up pretty bad vhen you showed up here with your friends.” The stallion stood proudly, puffing out his chest to display his navy blue and gold trimmed jacket. “Serene Steel, at your service. I suspect you’re vondering vhere you are.”

I blinked, putting a hoof up to my temple. Oh, Celestia, please don’t tell me this pompous pony is the doctor. I just nodded, only to suddenly notice the beds beside me were both alarmingly empty. Where’s Crash Dive? Where’s Night Strike?! I threw back the covers and tried to get out of bed, but my vision became a swirl of colors again and my legs became unsteady. “Woah, take it easy. Your friends, zey’re fine. Ve got zem to the mare’s medical bay, zey’ll be alright.” I sat back down on the bed, rubbing my temple gently as blood pounded through it. “Anyvay, zis is ze Vanhoover Air Base. Sharpving said you all might end up coming, zough I zink she’d expected two more of you.”

“Ugh, yeah… we had to split up a little while back, just three of us for right now.” I took a deep breath, my heartbeat slowing as the pounding in my head subsided. Serene Steel trotted over to one of the medical cabinets, digging around inside before producing a healing potion and tossing it to me. I drank the glowing red mixture, the pain from my wounds easing up. “So, yeah, do you know Contrail, then? I think he told us about you guys too.”

Serene nodded, helping me up to my hooves. “Ja, don’t worry, Sharpving said she had a plan. Ve’re planning on meeting in the vorkshop soon, let’s get over zhere.” I followed Serene out of the medical bay, blinking rapidly as we stepped out into the bright base. Several ponies were milling about, carrying machinery back and forth between a couple large hangers. I noticed the mares and stallions mostly kept to themselves, each headed to hangers on the opposite ends of the large snow-covered tarmac. As we passed by one of the smaller hangers, we heard a whistle, and Serene let out a barely audible moan before pulling his expression up into a cheerful smile and turning around. “Hello, Turbine.”

A rather tall stallion leaned up against a cart full of tools, a smile on his muzzle. Behind him stood a large jet black plane, balanced precariously on two wheels under its main body and support struts under the wings. “Hey there, Steel! Showin’ our newest member around the base?” He asked, flipping open a hatch on the side of the plane and levitating over a wrench to fiddle about in the mechanics with. Serene nodded, still keeping the, admittedly difficult to tell, forced smile on his face.

“Ja, he’s a bit of a tech-y guy, vants to check out ze ol’ valker I told him about.” Serene responded. Turbine grinned, setting down his tools and trotting up to me. He stood almost as tall as Featherweight, though what were bulging muscles in the pegasus were little more than a thin layer of sinew in the unicorn. Despite this, his tall stature and medaled flight jacket made me nervous. He stuck out a hoof to shake mine, and it took me a moment to tear myself away from my thoughts to react.

“Well, it’s good to hear that. We could always use more designs for aircraft around here, thinking of entering the coming race, then?” I paused before giving a noncommittal shrug. He let out a hearty laugh, myself putting my hoof back to the ground as he grinned almost unnaturally widely. “Hey, I don’t blame you, it’d be pretty hard to build something faster than this ol’ gal, the Dragon Mare. Still, I’m sure there’s plenty of others around that’ll be happy to have an extra set of hooves on standby.” He turned back to his airplane levitating up a set of pliers and beginning to work on the electrics. “See ya, ‘round, Steel!”

Serene gave a curt nod before turning around and leading me away. He glanced over his shoulder to ensure Turbine wasn’t looking before letting his smile drop and another groan escape his lips in a sigh. “Vell, I hope you’re at least a little handy viz your hooves, now he might get suspicious. Zat Dummkopf is in charge around here…” Serene shook his head as we approached a tin bunker. The unicorn opened the small service door beside the large hanger ones, and I headed inside after him. His hoof ran across the wall before hitting a switch, the lights flickering on with a hum of power. The room was cramped, almost a third of it taken up by something hidden under a thick tarp at the far end, with various tools and abandoned mechanics laying on the workbenches running on either side of the building.

I wandered up to the tarp, curious as to what lay under it. Serene’s expression grew a little brighter as he strutted over to join me, wearing a grin. With a flourish, he took a hold of the tarp and pulled it down with a loud flutter of fabric. Gleaming, polished metal revealed itself as the cloth fell away, my eyes growing wide as I took a few steps back. A bipedal mechanical beast stood hunched over in the workshop, its massive guns glistening in the light. My gaze travelled along its body, following the bent legs up to the control pod, the visors just open enough for me to gaze in and see the mess of controls that were laid out before the pilot’s seat. “It’s a mastervork of tech, isn’t it? Served me vell for several journeys, it’s a shame zat it’s stuck back here like zis. Zat two-zird-tracked machine of yours is in one of ze other workshops, vas confiscated vhen your friend in ze power armor rode up vith it. I vas surprised she could do zat, it looked like it vas hit hard by zat explosion.”

The sound of the door opening behind us prompted Serene and I to turn around. In walked Night Strike and Crash Dive, along with an earth colored pegasus. “Huh, and here I thought we would’ve gotten here first. Think that’s the first time you’ve ever beaten me to someplace, Serene.” Sharpwing said, wearing a faint smirk. Serene merely sniffed, standing up a little straighter as the others trotted up to us. “So, now that we’ve got you guys back together, I’m sure you guys can come up with some fancy plan fitting of the Vanhoover Five.” I paused, my brow furrowing as I looked towards Sharpwing.

“Uuuuhhh… Serene said you were the one with the plan. How did you expect us to just come up with some sort of plan ten minutes after we wake up here?” Sharpwing looked towards myself, confused and a little annoyed. Serene covered his face with a hoof, shaking his head and muttering some foreign word. Sharpwing glanced back and forth between myself and Night Strike, surprised.

“I can expect that you would’ve thought of summat before you got here! Barking spiders, who goes headlong into an air base without a plan?!” Night Strike glanced down to the floor sheepishly as Sharpwing shook her head. “Alright, alright, we’ll think of something, calm down. Okay… well… you sure we can’t just try and run that out of here?” She pointed towards the large walker, but Serene shook his head.

“Nein, even if ze biodiesel manufacturing shed veren't under guard, one hit from zose guns on ze perimeter and ve’re dead. Scheisse, and Turbine’s probably going to keep a close eye on you zree now you’re here, I…” His voice trailed off as he looked over to the workbenches. He paced back and forth, thinking for a moment. Sharpwing raised an eyebrow, but left him to his musing. Finally, he turned back to us. “Are any of you any good viz your hooves? Zhere’s zis race coming up, it’s supposed to be ze big race to decide ze leader, Contrail must’ve told you about it. If ve combine our efforts und build something for ze race, we might win. And, vell, at ze very least you’ll look busy and Turbine won’t get suspicious.” Sharpwing blinked, a look of disbelief across her face, and Serene scrunched his muzzle a little. “Vell, do you have a better plan?”

I grimaced a little. Sure, I’d done some work with Greasy back home, but only the grunt work, she was the one designing stuff. “Are you sure you don’t have a better plan? That thing Turbine had looked pretty fast, do you have any plans for something we could build? I mean, I guess we have plans for some kind of plane, but I kind of doubt we’d be able to get enough materials to recreate the Valkyrie here. And where are we going to get the parts?” I asked. Sharpwing scratched her head, trying to think.

“Well, the parts shouldn’t be too much of an issue. There's not a whole lot that we've got access to, most of the actual aircraft that flew out of this Air Base are in hangars in the mountains around us under guard watch, but we've got plenty of other stuff to draw from for engines and what-not. And don’t worry about a plan, Serene might be a Dummkopf at times, but he’s probably one of the smartest stallions around here when it comes to building things... though there is the fact mares aren’t allowed to enter the race under the rules, so you're gonna have to be the ones getting put into whatever we can help you build. That or figure out a very convincing way to turn either Night Strike or Crash Dive into a stallion.” I sighed, not liking the way things were looking. Neither Crash Dive nor Night Strike seemed to look very convinced either.

Sharpwing sighed, rubbing the back of her head. “Alright, look, Serene, you go take lightning flanks here to register, let’s hope he’s a better flyer than you were. We’ll try to figure out how to get this plan to work.” Serene shrugged, and headed back towards the door. I followed him, waving goodbye to Night Strike and Crash Dive as I stepped back outside. Serene began to trot towards one of the hangers, where several ponies were trotting in and out. The building was full of ponies dragging sheets of metal and wood, pipes, tarps, and everything in between. One mare sat in the middle, looking over some clipboards. She glanced up as we approached, Serene poking me forward a little.

“I… uh, heard about this race coming up. I want to register.” I said, trying to sound as confident as I could. The mare nodded and passed me a form to fill out. Let’s see, name, date of birth, next of kin, family history of being shot in the head… After filling out the paperwork the mare pointed out a small pile of machinery. I gave a little grunt of worry at seeing what was left. The pile was comprised mostly of old pipes and a collection of tarp. A single engine sat amongst the other bits and pieces, though it stood nearly as tall as me and was clearly far heavier than anything meant to fly had a right to be. “Uh… is that it? You sure there’s not a… I dunno, a few wheels left over?”

The mare shook her head and responded, dryly, “You register late, that’s what you get. If ya want I could send the letter to your next of kin in advance to save some time with the funeral proceedings. Oh, and all registration is final.” Oh, how charming. Serene looked equally disappointed as we trotted over to what remained in the pile of materials. I picked up one of the pipes, turning it over in my hooves.

Serene gave a bit of a sigh before his horn flared up and he began to levitate some of the things into the air. “Ve better get zis to ze workshop now, zhen. Ve’re going to need all ze time ve can get to fix somezing up.” I pulled over a cart, Serene loading it up with the machinery. He grunted as he levitated up the heavy engine, before dropping it onto another cart and proceeding towards the exit. Pressing my hooves up onto the handlebars, I gave a large grunt of effort as I began to slowly push the cart after Serene. I guess at least if this thing never gets off the ground, I won’t have a chance of crashing...

The trek back to the workshop felt like miles, and the looks of surprise and amusement on the other flyers faces didn’t really help matters. The doors to the workshop creaked open loudly as Serene pushed them apart to allow the cart to roll in, sweat dripping from my brow despite the cold air outside. Once the doors had shut again, I flopped to the stone floor, panting. I’m gonna… I’m gonna need a minute… Sharpwing stepped over me to get a better look at the parts. “Barking spiders, is this it? I think we’ll be lucky to build a model of a hang glider out of this stuff!”

“Ve just need somezing to make us look busy, now shut up and help me figure out a blueprint.” Serene growled, moving over to one of the workbenches to pull out a roll of parchment. As he spread it out, I slowly got back to my hooves, the pain in my side returning from the night before. Guh, of course the mini-tank’s been put out of commission when we actually need to carry something around... Night Strike helped me over to the counter where Serene was pulling out a quill and an ink well. He turned back around to look at the pile of parts, the quill tip placed in his lips. His brow furrowed as he tried to mentally piece together some sort of machine, but as he stood in silence it was clear he was only getting more frustrated as time went on.

“So, Night Strike… you doing alright? Yesterday you were… well, Crash Dive just said she didn’t really want to talk about what was going on.” I asked, turning my attention away from Serene as he wandered over to try fitting some of the parts together. She gave a sigh, looking down at the floor and turning away slightly. Her expression was somber, almost regretful, something which I wasn’t sure I’d ever really seen from her. She shook her head, not wanting to speak as Serene made little progress with the parts at hand. My ears flopped down a little as I looked at Night Strike before putting a hoof around hers. “Look, I… it’s alright if you don’t want to mention it, just don’t blame yourself for something you couldn’t have helped, alright?” She squeezed my hoof into hers a little giving another sigh, her eyes seeming to scrunch up. What happened with her?...

“Mother of Celestia, little scheisse-eating piece of…” Serene let out a shout of frustration, kicking one of the pipes into the oversized engine block and drawing our attention. He angrily stomped over to the walker, sliding open a hatch on the bottom and retrieving something from inside before marching back to the door. “Stupid zing doesn’t even vork! It's all seized up, und ve just don’t have ze parts for it!” He kicked open the door and headed out, fuming. We all stood, watching the open door for a moment in silence.

Eventually Sharpwing shook her head and went back to the paper, pulling it over and picking up another quill. “Oh, sweet Celestia, somepony go get him before he ends up stabbing somepony through the heart.” I made my way over to the door and stepped outside, only to find Serene bending over a long case, levitating a sharp sabre up into the air. Oh, please tell me she was only kidding.

Serene looked over his shoulder as the door shut behind me, still looking a little annoyed. He looked forward again, letting out a long breath before standing stock still, the sword held at the ready as he lifted his right forehoof. “Uh… is there a reason you’re doing this?” I asked, trotting around to stand in front of him. He simply stared forward, not looking as he replied.

“It helps to clear my thoughts. A pony of nobility zat attempts to duel wizout a clear head is destined to fail.” I raised an eyebrow, a smirk crossing my face. I looked back over to the case to see another sword lying in the silky lining. I bent down and took it in my teeth, getting a feel for the weight. Definitely a lot nicer to use than that griffon sword was... I walked over in front of Serene, who gave a slight look of disgust as he saw me biting down on the sword. “Gah, vat are you doing? You do not fence wiz your mouz!”

I rolled my eyes, biting down a bit harder on the handle. “Hey, you wanted to duel, right? I’m sure a stallion of nobility can easily take down some common mudpony,” I said, snidely. Serene’s eyes narrowed as I imitated his stance. He closed his eyes and took a deep breath before opening them again and leaping forward, jabbing out with the sword.

I jumped to the side, twisting my neck to deflect the blade. We began to slowly circle each other, waiting for the other to move. I attempted to lunge into Serene, but he expertly stepped back and parried the attack, only to swing downwards a second later. The blade whizzed by my ear as I ducked to avoid it, still gripping the sword tightly in my mouth. Twisting about, I attempted another attack, only to have Serene deflect it, and return one of his own, which I avoided. Over and over this process went, the swords clanging and sliding against each other. The clashes only became louder and more clustered as we fought, each jab, parry, slice, and thrust becoming faster and faster. I panted a little, trying to keep up with Serene as he maintained his composure, his sword flying about as his horn pulsed with magic. Guh, stupid unicorns and their stupid levitation magic!

My eyes narrowed as I focused in on Serene’s movements, my heart began to pound in my chest as I noticed his swing begin to slow. Ooh, Pearl, don’t let your work fail me now. I slipped out from under the blade, and I had just enough time to see Serene’s eyes go wide as I brought the blade down and bopped him on the head with it. He stumbled back, looking disgruntled as he rubbed his forehead. He took his stance again, but before I could react, the colors began to swirl together as I stumbled around on my hooves. Aw, crap. I stumbled to the left, trying to maintain my balance before I fell to the ground roughly, the sword falling out of my mouth and clattering against the tarmac. I groaned as my vision came back to me to see Serene bending over to help me up. “Are you alright? I’ve heard of ponies being drunk on victory, but…”

I nodded as my head cleared, wiping some grit off of my shirt and retrieving the sword. “Yeah, I’m... I'm fine. It’s going to take some time to get used to that turbo crash, though...” Serene was about to inquire further when the door to the workshop opened back up, and Night Strike popped her head out. She waved us in and Serene and I quickly followed, Serene packing up the swords into their case with his magic. Sharpwing was leaning over a set of blueprints, madly scribbling away as we entered.

“Jeez, what happened to you? I thought you were supposed to be good at sword fighting.” Night Strike said, looking at the fresh scrapes on my body. I waved my hoof dismissively as we walked up to look over Sharpwing’s shoulder. The plans were covered in crossed out sections, arrows, and rather poorly drawn machinery all adding up into something that would probably make Nikolai vomit if he had to try and build it. Sharpwing turned to face us, grinning maniacally as she made one final jab of ink on the paper.

“Alright, and here we have it! The guaranteed to win, no possible fail magnificent mare's flying machine!” Serene looked dumbfounded as he stared at the paper. Night Strike looked like she could only just barely make heads or tails of it, and I could only decipher a small portion of the insane doodles and chicken scratch that littered the page. It didn’t help that the parts I could understand only made the entire machine seem even more impractical and absurd.

“You can’t be serious, can you? Zat zing looks like it’ll be lucky to outcompete a bloatsprite! And ve don’t even have half of zhose parts, vhere are ve supposed to get ze rest from?” Shaprwing simply tapped her muzzle knowingly before moving over to one of the covered windows of the workshop. She carefully raised opened the curtains, glancing about to make sure nopony was watching before waving us over. We followed, Night Strike climbing up onto the bench to get a better look.

Peering through the window, I was able to spot a few hangers near the edge of the cliff, specks that were ponies milling about around them. Several large mounted guns stood near the doorways of the hangers, and a patrol was standing guard all around... I’m guessing it’s not just spare wheels they’re keeping in there. I turned back to Sharpwing, a small grin crossing my face. “We’re gonna have the greatest heist this air base has ever seen!”

Ooh, I like how this pegasus thinks!

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