This is an alternate story to the episode where Discord is back. I've seen a few comics about Discord's revenge, and I could never find a good fanfic about it. So I thought, why the hell not? So, this is it.

/

The castle grounds were empty. A slight wind stirred tree the branches. A Princess, looking out the window to her room, decided to go out for a walk. Flying down, she landed by a certain statue. The face, frozen in terror, paws trying to stop its demise, was Discord. The Princess stopped, remembering the chaotic creature, and how he had plunged the entire kingdom of Equestria into unrest and disharmony. Her forever waving mane and tail, plus her size and form, made her easily recognizable. Princess Celestia. The ruler of this land, she was the decider of harmony. And that was why she could not allow him to be free. It would make her land suffer, along with its ponies. So, casting one more glance up at the cold statue, she continued on her walk through the gardens.

/

"So, who do you think is hotter- Breezy Sky or Cloudy Sky?" a guard, known by the name of Sharp Sword, asked the other, who was Round Shield.

"Definitely Cloudy Sky," Shield said.

"No way! Breezy is so much hotter!"

"Breezy has braces! I'm so not into that!"

"But Cloudy has such a short mane! It makes her look like a guy! Plus, she's just a weather pony!"

"Breezy is a weather pony too, so I wouldn't be talking, Dull Sword!"

"Oh, you really don't want to start this!"

"Yes, I do!"

"It is on like Donkey Kong!"

"Donkey Kong sucks! Mario is way better!"

"No! Luigi is better!"

"No!"

"Yes!"

As the pair continued to fight, patrolling the statue gardens, they failed to notice a beat of a heart. Cracking of stone. The shine as it shattered onto the ground. An evil laugh.

He was free.

/

"Twilight! You need to read this right now!" Spike screamed, holding a scroll in a claw.

"What is it, Spike? I'm trying to study here, and you yelling like that isn't going to help!" Twilight exclaimed, glancing away from her book to see what it could possibly be that her baby dragon was shouting about. He was holding up a letter. "Oh, for goodness sakes Spike! Read it!"

"Okay. Here it goes:

Dear Twilight Sparkle,

A terrible act has been done. An enemy we had hoped to have defeated long ago.

Discord is back.

I need you to find him, and use the Elements once more to defeat him. He could be anywhere. Please, be careful.

Princess Celestia."

"No! It can't be! He's back! Quick Spike, get the Elements!" Twilight shouted, and Spike ran to grab the box. She picked him up, setting him on her back, and sprinted out the door. She had to warn her friends. She was in such a rush she almost didn't notice a snake like figure flying beside her.

"What's the rush, Twilight?" Discord asked innocently, as she screeched to a halt and looked, horrified and angry, up at him.

"Discord! I have the Elements of Harmony here, and I'm going to get the girls, and then you'll be back in stone!" Spike curled protectively around the box containing the Elements.

"Oh, it's not the Elements I'm after this time, silly unicorn. I've been working on something; something even you'd appreciate." He pulled an hourglass out of his ear, showing it to her. She followed it as he moved it around, keeping her eyes on it at all times.

"What's that for?"

"Oh, just this." Discord flipped it upside down and then touched Twilight's horn. She immediately went still, her eyes growing huge and her mouth wide open in shock.

"What did you do to her, you monster!" Spike growled. He tried shaking the unicorn underneath him, but to no avail.

"You'll see. Just watch the show." Twilight started glowing slightly. Spike jumped off her, still clutching the Elements. The purple unicorn shrunk. Her mane shortened, her eyes rounded, leaving only three eyelashes. The dragon could only watch in horror as who he had always called sister was transformed into a filly. Twilight stomped her hooves and looked up at Discord, who now towered above her, glaring at him. "Ha! It worked, just as plan! Really, it's almost too bad I can't replay that! Oh wait, I can!" He flipped the hourglass right side up, and touched her small horn. She started growing, the changes going in reverse this time as she was made a mare again. Before she could say a word to the spirit, he flipped it and tapped her once again. Filly once more. Discord laughed. Laughed more than he had in a long time. Even more than when he had first toyed with these ponies. He looked down at filly Twilight, who was now out of her trance and was trying to say something. "What did you say?" He put a paw to his ear and lowered himself down to her level. All he got was a painful bite on his snout. Pouting, he stood up again. "Oh well. Time for your other friends!" Discord said, then was gone in a flash of light, taking Twilight and leaving Spike all alone.

/

Apple Jack kicked out, her hooves hitting their target, making apples fall nicely into their proper buckets.

"Nice harvest this year, Apple Jack, honestly."

Apple Jack spun around. She recognized that voice.

"Why so surprised? Oh wait, let me guess: you were never expecting to see the god of chaos again in your life, did you?" Discord asked, wrapping around her with his long snakelike body.

"Why are ya here? How did ya get out?" Apple Jack asked, trying to unwrap herself.

"Oh, you don't need to know that."

"Well, Ah'll tell ya one thing! We'll get the Elements, and then Twilight'll make sure ya get back in stone!"

"Oh, you mean this Twilight?" Discord opened his paw, and suddenly filly Twilight was on his palm, almost too big for it.

"Wha- what?! That's impossible! Is- is.."

"Yes, Apple Jack, it's her all right. I'm being completely honest with you right now." He smiled evilly.

"No! Turn her back this instant!"

"I'm afraid I can't do that. But, you know, at least you'll be joining her shortly."

Before Apple Jack could say anything, he pulled the hourglass out of his ear, flipped it, and tapped her on the forehead. She went still, eyes widening, mouth gaping. She glowed, and shrank. Her hat tipped over her face. Discord laughed manically. He unwrapped from around Apple Jack, falling onto his back, his eyes watering from the force of his laughter.

"Oh boy! This is just too much fun! Another filly to add to my collection!" Discord cackled, picking up tiny Apple Jack by her tail. He put her next to Twilight. He teleported, knowing which pony was next on his list.

/

"Sweetie Belle! Will you please stop making such a mess around her?! It's becoming quite exhausting, having to pick up after you all the time!" Rarity shouted, floating yet another of her younger sister's toys to her room. Seriously, it was like living with a dog! Good thing she had a cat, much more clean.

"Oh, Rarity, this is much too organized! I think it needs a little more chaos," Discord commented from behind her, tapping his chin with his talon as he glanced around the room.

"What?! Discord?! Get out of here, you savage beast!" Rarity shrieked, trying to run away as he came towards her. He held her up to him with his magic.

"Oh, Rarity, I always thought you loved me! After all, it was with me that you met your true love- Tom!"

"No! I hate that boulder! Put me down! Put me down! You brute!" Rarity kicked and screamed, trying to get away from the spirit.

"Don't be such a drama queen! Too predicted! You need to accept chaos into your life." He nonchalantly took the hourglass from his ear, looking at it. Rarity noticed it and stared at it.

"What's that for? Finally need to somepony to tell you what to do, for a change?"

"Ha! That was so funny I almost forgot to laugh!" He snorted, and flipped it.

"No! Get-"

Tap.

Her face froze, and she stared off into space. He waited as she changed into a filly. Then, putting her in his paw, he left.

/

Discord stood back, admiring his work. Six little fillies were standing in front of him. They were in an alley, and so far, today, he had been bitten, kicked, punched, had cakes thrown at him, and stomped on as a certain yellow pegasus fled out the door. But he had done it.

"So, my little ponies, what do you think of your precious Elements now that you can't use them? Again?" Discord asked, smirking as they glared up at him.

"You'll never get away with this Discord!" Rainbow Dash yelled, furiously lashing her small tail.

"Yeah! We'll find a way to defeat you!" Pinkie Pie yelled, her crazy mane quivering with fury. Discord put a claw up to his face. So far, they were the only ones that had talked. Maybe they were the only ones that could, so far. He had rewound their ages to right before they got their cutie marks, but he knew they should all have been able to talk.

"What, no words from the others? I know you can talk, you know," Discord said, tapping Twilight's nose with his paw. She growled, biting it again. He pulled it from her teeth, then stuck out his tongue at her. The small purple filly took a huge breath.

"SSSSSPPPPPPIIIIIKKKKKKEEEEE!" Twilight screamed, making the draconequus cringe and cover his ears, desperately trying to block out the shrill sound. She continued screaming, trying to summon her little assistant.

"Shut your face!" He clamped his paw over her mouth, but she kept on going. Footsteps sounded not too far from where they were.

"Twilight?! Twilight, where are you?" Spike called, searching the streets. He looked into the alley they were in. "Discord! You turned all of them to fillies! That is low!" He rushed up to Twilight.

"Spike! Get the Elements! Quick!" Twilight exclaimed, ignoring an angry Discord.

"Okay! They're close by!" Spike ran off, disappearing around the corner.

"Ooohh, I'm so scared! A bunch of baby ponies, three who still won't talk! I feel so threatened!" Discord announced sarcastically, bringing a paw up to his forehead in mock distress. Then, Spike ran back into the alley, with the box of Elements on his back. Twilight opened it, giving one to each of her friends. The Elements were much to big for them, but they held on to them, and Twilight practically sat in hers. They lined up in formation.

Filly Twilight closed her eyes, igniting her horn, which made the crown start glowing. The fillies started floating, and Twilight opened her eyes, glowing white. Discord stood there, his arms crossed. A rainbow shot out of them, and circled up, preparing to come down on the spirit. It slammed into him.

"HAHAHAHAH! OH STOP! IT TICKLES! HAHAHAHAH!" Discord shrieked, trying to escape the tiny ticklish rainbow that was busy assaulting his stomach. He fell to the ground, trying to bat away the annoying thing. It dissipated, and the fillies fell. Discord slowly stopped laughing, wiping away the tears from his eyes. "Oh, that was so menacing! I am defeated!"

"What! It didn't work! I can't believe it! We- we failed!" Twilight exclaimed, putting her hooves to her face in horror.

"Of course it didn't work! The Elements need full grown mares to use them, not some measly little fillies. They need adults to have full power." Discord sat up and wrapped the fillies up in his tail. "Oh, you ponies are just so much fun!"

/

"There is still chaos in the land, Luna. How have the ponies still not defeated Discord?" Celestia asked, confused, for by now they should've succeeded.

"I'm not sure, sister. But I'm confident they will be defeating him soon," Luna declared.

"I'm not so sure. He is a cunning creature. He may have outsmarted them this time."

"Yes, I have," Discord said.

"What!? You?! What have you done with them?!"

"Oh, why don't you look for yourself?" He held out his paw, and the fillies fell out onto the floor. The Princesses gasped.

"You have turned them into fillies! Why?!"

"Do you always need a reason, Celestia?"

"Yes! I demand one!"

"Well, I want to be free. And I can't do that if they are adults. So, there. I guess you needed one so that what I'm about to do will make sense." Discord took out the hourglass and flipped it. The Princesses backed up as he approached them. He lurched forward, and tapped Celestia with the hourglass. She froze.

"What have you done to my sister, you heathen?!" Luna demanded, stomping her hoof.

"Oh, simply watch, Luna!" She fell quiet. Meanwhile, the six little fillies at Discord's feet were moving around.

Celestia shrunk. Her mane stopped waving, and turned pink, like what it had been before she grew up. Her crown and necklace became too big and fell around her.

"No! Turn her-"

Frozen.

A few moments later, Luna was a filly. Her mane was regular blue, and was no longer flowing, just like her sister's.

"I have won! Haha! Nopony can stop me from conquering all of Equestria! I will take the thrown once more!" Discord cackled, not noticing the six fillies getting ready behind him. They shoved him, and he fell over with a grunt, the hourglass falling out of his paw. Rainbow Dash sped towards it, and flipping it, tapped her self on the head, and then Rarity picked it up with her magic, doing the same.

"Hey! Give me that!" Discord exclaimed, scrambling after them. The now grown Rainbow tossed it to Twilight, who used it on herself. They managed to keep it out of Discord's grasp until they were all grown. Twilight walked up to Celestia and tapped her mentor on the head. She turned to Luna.

Now Discord was surround by eight incredibly angry ponies.

"Wasn't that fun girls? Wasn't it? I know I enjoyed it!" Discord joked weakly, as they put on their Elements. The six ponies got into formation. He backed up.

The ponies rose into the air, and Twilight opened her eyes, glowing white. The rainbow twisted over their heads, and right into Discord.

"NNNNOOOOOOOOOOOO!" He was quickly becoming frozen once again. The six ponies lowered to the ground. They look at the new statue of Discord.

His face was the same as the last time, but his paws were in front of his body, trying futility to protect himself, while his legs were bent, taking the impact.

"We did it girls. We did it," Twilight breathed.

"Yeah!"

/

Well, I hoped you like it. Wasn't that long, but oh well. Bye.