New Chapter! Sorry it's been so long since I posted a chapter. Honeystar 11 is helping me write the story from now on and has gotten rid of my writers block. Check out her stories and youtube video, she is Hollyleaf1029.

Hope you enjoy :)

The ponies stood in front of Zecora's hut. It was made of a tree and had masks from her village decorating the outside. They walked into her hut; it was also lined with masks and herbs for her potions. In the middle was a cauldron over a fire and Zecora was standing on her head on a stick.

"Zecora" Applejack called to the zebra. She fell over onto the ground. Once getting to her feet she looked at the ponies.

"Does your princess give you fear my dear?" she asked.

"Zecora, Celestia said that you could make a potion to control Princess Dusk's transformations" the purple unicorn said. Zecora nodded and moved her herbs and remedies.

"Ah, I do not have the potion you seek for the ingredients have been missing for a week" she said in rhyme.

The ponies turned to Applejack and stared at her.

"Why ah you guys starin at me?" she asked.

"Applebloom? Did she visit Zecora's?" Rarity asked. She shook her head, but realized something.

"Actually she did say something about goin to find their potion making cutie mark. Ah thought they already tried that, but ah guess not" she said. The ponies nodded as in 'cased closed' and turned back to Zecora.

"I will go and get the ingredients for the brew but it will take a week or two" she grabbed her saddle back and packed it with supplies.

"What are we supposed to do till then?" Rainbow dash asked. She flew over to Zecora and stopped her from packing.

"Let the princess stay with you and get to know you and the little crusaders too" the zebra slung her saddle bag over her back and walked out of her hut.

"Who's going to take her first?" Fluttershy asked quietly. The ponies looked at each other and nodded no to each other. They turned to Fluttershy, her eyes widened in fear.

"WHAT! Why can't one of you take her first instead?" she asked a little louder.

"You're the best with people and animals Fluttershy. You reformed Discord, you can help the princess" Twilight walked out of the hut and back toward Ponyville, the others close behind her. Fluttershy was still frozen stiff so the blue Pegasus had to push her all the way through the forest and to her cottage.

"Did we forget something?" Applejack asked as they continued to walk back. They thought for a moment before realizing.

"THE PRINCESS!" they all said in unison. Running toward Ponyville they found it turned upside down. Snakes, spiders, scorpion's creatures of the dark crawled around. Doors and windows were boarded up and the mayor locked in a cage.

"Do you like it dear? I find it calming" she laughed. The mayor whimpered in her cage, but the princess nudged the cage to quiet her.

"Turn Ponyville back to normal" the purple unicorn demanded.

"You have no right to do what you want to our town" the blue Pegasus yelled in her face.

"Don't I? Celestia said to do what I want to make myself at home" she used her magic to turn the houses into Cobra's. Ponies screamed as they tried to make a run for it, but walls came up surrounding and trapping the citizens of Ponyville.

"Let them go. They didn't do anything wrong" Pinkie Pie protested. Dusk laughed as the walls grew in size.

"Fluttershy, do something" Twilight whispered to her yellow Pegasus friend.

"Ummm…ok" she flew meekly to the princess and gulped.

"Excuse me" she whispered.

"You dare to interrupt me" she bellowed.

"Well…it's just…" she whimpered in fear of the princess. Dusk glared at her then decided to play along.

"Just what?" she demanded. She slammed a hoof down on her chair.

"Well…don't you need a break from all your ruling? You could come to my house to rest" she said meekly.

"I could use a break" Dusk flew down from her chair and landed on the cobble stone. She started to walk toward Fluttershy's cottage.

"Nice going" Applejack mused. The animal pony looked down at the ground and shuffled it with her hoof. She started toward her cottage to find something she didn't quite expect. Her house was spinning in the air; all the plants were dead and wilting, her animals starving and thirst. In a panic the yellow Pegasus flew up to her spinning cottage and rushed inside. On her couch, which was the only thing NOT spinning, was the Princess spinning her pet bunny Angle around like a fares wheel.

"Oh my. Oh, Angle" she cried out. Dusk continued spinning Angle around; oblivious to the fact that Fluttershy was around.

"So nice to see you dear. Thanks again for letting me stay here" she said sarcastically. Rolling her eyes she used her magic to levitate some more animals and spin them as well.

"Please stop" she whispered.

"Stop?" she dropped all the animals on the ground. The pony gasped as her friends hit the ground.

"Haven't you loved anyone in your life?" she picked up Angle and cuddled her. The alicorn was speechless. She motioned for the Pegasus to sit on the couch and she did as told.

"No" she whispered.

"Oh" was all fluttershy could say.

"Do you want to talk about it?" she asked the princess.

"To ummm…take some of the stress away?" she hoped that Dusk wasn't too mad about her asking.

"Well..." she started.

~FLASHBACK~

Dusk was sitting in her room doing her homework as usual. She was stuck on a question in a subject she never got. Trotting to her father's room levitating the paper with magic she pushed open his door. Her father was a light blue unicorn with orange spiked mane and tail. His cutie mark was money because he was a tax horse.

"Daddy, I need help" Dusk placed the paper on her father's desk of growing papers. He frowned and looked at her paper.

"No dear, I'm busy with another angry customer" he gave the paper back to her and began to punch numbers into a machine.

Dusk sighed and trotted down the stairs to her mother who was in the kitchen making dinner. Her mother was a light pink Pegasus with chocolate swirled mane and tail. Her cutie mark was a mixing bowl because she was a professional baker.

"Mommy, can you help me?" she put the paper on the counter where her mom was making a cake for an important wedding in a few hours.

"Sorry sweaty, I'm behind schedule on this cake order" she continued to mix cake batter. Dusk sighed and took herself and the homework back to her room. She sat on her bed, crumpled up her homework and threw it across the wall.

"Why doesn't anyone make time for me anymore? Why don't I get any help anymore?" she mumbled. School was going to start again the next day from their vacation. Dusk decided to forget about homework and try to get some sleep.

The sun rose bright and early the next day. Dusk bounded out of bed and made breakfast. Her parents were reading the morning paper not bothering to help their daughter get ready for school.

"Bye mom, bye dad" she called out to them in a cheery and sing song voice. No reply, just the noise of the paper being turned. She sighed and flew off to school. She didn't like being back at school, she had a lot of enemies that made fun of her being different.

"Hey doofus" a colt called. He was an orange Pegasus with long brown mane and tail. His cutie mark was a weight for being captain of the wrestling team and lifting heavy objects.

"What do you want Pacer?" she asked him. Dusk continued to walk up to the school.

"Here, its top secret" Hunter handed her a piece of paper. Hunter was a gray colt with green slicked mane and tail. His cutie mark was a bow and arrow.

Dusk grabbed the paper and opened it to find it blank. She dropped the paper and looked to her blank flank. All the ponies and colts around her laughed. Dusk blushed, anger rose up in her and the next thing she knew…Hunter was lying on the ground bruised, battered, and bloody. Pacer was next to him also bruised, battered and bloody. They both had teeth marks in their legs and neck.

She walked to a puddle of water and saw not her freaky self, but a blue wolf with black highlights. She didn't know what to think, she tried to turn back. A snake was the next thing she saw. It took her many attempts until she could turn back.

"What happened?" she wondered. She saw the two bullies on the ground and a glowing coming from behind her. She turned around, but saw noting. Everyone was oohing and ahing.

"My cutie mark" she exclaimed when she finally saw it. She couldn't believe it when it finally appeared. 'I could have some fun with this power' she thought as she gave evil glances to the ponies and colts around her.

"Back off or you turn into them" she pointed to Hunter and Pacer who looked lifeless on the ground, but still alive.

Sorry it's really long, but I had a lot to say. I wanted to continue writing the flashback, but it's a two parter since it's late at night.