Once upon a time, there was a land of Crystal Ponies in the far north from Equestria. This Crystal Empire was ruled by a wicked unicorn king named Sombra, who enslaved the crystal ponies and turned the Crystal Empire into a parched wasteland. The two righteous sisters who ruled over Equestria challenged him and cast him into the shadows, but not before he cursed the Crystal Empire to fade from existence.

When the Crystal Empire returned, so did Sombra, and he set out to claim the kingdom once more. For a moment, it seemed Equestria would be challenged by a new, deadly force. Ultimately, Sombra was vanquished by the love and friendship the bearers of the Elements of Harmony and their friends and loved ones.

Even in death, however, Sombra's poisoning fear and hatred crept along the land. His revenge was not through yet.

2. Arrival

Things in Equestria were not going well lately. There were numerous sightings of dragons as of late all across the land, each of them more hostile than usual. Their wings whip drastic whirlwinds through towns and dragons scuffling for land would fight with one another, setting fire to the fields. Something was very wrong in deed.

Princess Cadence watched Canterlot through the window of the tower she once had to herself long ago, her horn glistening as it poked through her vibrant purple and yellow mane, casting a powerful spell about the kingdom. Celestia and Luna, the two alicorn princesses who ruled over Equestria, had summoned her and her husband, the unicorn Shining Armor, back to Canterlot to protect it from the ferocious dragons. While she kept a shielding spell around the grand city, Shinning Armor scoured the land for information on the dragons raids. He had been gone for several days and she was quite worried.

Suddenly, a sharp knock at her door shook her from her thoughts. Hurrying to the door, she was certain Shining Armor had returned, but opening the door, she was greeted with another face. Twilight Sparkle, the newly appointed alicorn princess, smiled weakly at Cadence, her long raven-colored mane drifting in the breeze. Cadence smiled slightly and welcomed her silently in, the echoing of their clopping hooves the only sound. Normally, they would do their little dance they came up with when the alicorn was young and watched over Twilight when she was a tiny unicorn foal, but they were both clearly too worried to dance.

"I finally decided to come." Twilight said. "I figured you could use some company." Cadence only shook her head.

"I told you not to come, Twilight." she said, trotting to the window, a dragon flying by in the far distance. "Ponyville needs you, y'know?" Twilight only came up beside her and nuzzled her old friend. "I'm worried about him, too, Cadence... I am." Both of them sniffled and smiled. After a moment more of silence, Cadence beckoned Twilight to follow her out the door. It was a cool day in Canterlot. The Grand Galloping Gala was only in a few days. Everypony was working so hard to prepare for the festivities. Celestia considered canceling the Gala this year, but Luna insisted they still throw the party. It was he only thing the pony folk had to look forward to. Walking through the adorned halls, the two alicorns watched as the guards and maids rushed to and fro.

"Did any of your Ponyville friends come?" Cadence suddenly asked. Twilight nodded. "Rainbow Dash and Rarity both came. Everyone else said they'd hold down the fort at Ponyville." Nodding, Cadence and Twilight came to the grand hall where they found four ponies talking quietly. The unicorn Rarity, with her white coat and violet mane, chatted excited with the regal Princess Celestia about the upcoming Grand Galloping Gala, her shiny silver mane drifting slightly. Rainbow Dash, a blue pegasus with a rainbow colored mane, boasted about how she would defend Canterlot from any dragons, Princess Luna unimpressed by her ego, giving her sparkling blue mane a small whip. The four looked up just in time to see the two young princesses enter the grand hall.

"It's good to see you again, Princess Cadence." Rarity said quickly, giving a deep bow. "I was just tellin' the princesses how I was keepin' Twilight safe, Princess." Rainbow Dash said quickly, looking quite smug. Just as Twilight opened her mouth to respond, a twisting whip of fire appeared before Celestia, a small scroll appearing before her. Everyone narrowed their eyes. Spike, Twilight's baby dragon assistant, was clearly the one who had sent the message. She decided to leave him in Ponyville with Applejack, Pinkie Pie and Fluttershy so they could write for help if anything happened while they were away. Powering her horn, Twilight took the scroll and opened it, everyone waiting quietly as Twilight read the note in shock.

"What does it say, Twilight?" Celestia asked quietly, nopony blinking as they waited. As she finished the letter, Twilight began to shake.

"M-my brother came to Ponyville..." "Is Shining Armor alright, Twilight?" Cadence asked nervously. Twilight nodded. "The message said he got a little burned, but he's okay," she explained, Cadence's heart skipping a beat. "... and... and he found out why the dragons are all over Equestria." Rarity gasped as Rainbow Dash narrowed her eyes.

"What did he say, Twilight?" Celestia asked, narrowing her eyes as well. Gulping, Twilight levitated the scroll for Celestia and Luna to see, their eye growing wide.

"The Great Roost has sealed." Twilight said, everypony gasping. The Great Roost was a gargantuan volcano dragons flocked to all year round (especially during the great dragon migration).

"But... but we were just there, barely a few months ago!" Rainbow Dash shouted in disbelief. "It was completely active! How does a volcano that big just harden overnight!?"

"Something is not right." Celestia said sharply. "Something powerful must have caused it to seal." Luna only glowered to herself. Twilight could see she was thinking hard.

"Sister, should I go inspect the volcano?" Luna asked solemnly. Celestia looked pensive for a moment. Just as she opened her mouth to speak, however, there came a loud crash that shook the kingdom. Cadence instantly buckled to her knees as a gigantic red dragon began to trash against her barrier. Twilight knew it to be the dragon she and her Ponyville friends coaxed into leaving the peaks near their town.

"I know that dragon!" Rarity hollered, a look of terror on her face. "I thought dragons slept for 100 years!" Rainbow Dash spat, Cadence straining as the dragon continued to besiege the barrier surrounding the palace. Twilight instantly spread her lavender wings and soared through the window for the giant beast, everypony calling for her to come back. Leaving the safety of the barrier, Twilight looked into the dragon's eyes.

"Why are you attacking our kingdom!?" Twilight called, avoiding a burst of smoke from the dragon's mouth. "We thought you went to sleep for the next 100 years! How did you wake up!?" Twilight continued, zipping through the dragon's sweeping claws and wings. She had spent much time practicing flying since she returned to Ponyville. Suddenly, she noticed something odd. A faint blue glow shone in his eyes. Zooming for the dragon, avoiding his snapping jaws, Twilight clung to his head and cast a restorative spell on him (the same spell she used to restore her friends' memories when Discord attacked Ponyville nearly a year ago). Instantly, the dragon drifted through the air, shaking his giant head.

"What... what was I doing?" the dragon said aloud. Looking at Twilight, he came to perch outside of Canterlot. "You're that pony from before." he said. Twilight nodded. "What just happened?" "You were attacking Canterlot." she explained. "I think you were under some kind of control." The dragon only shook his head.

"I was awoken from my slumber," he explained "by other dragons. Everywhere I went to sleep, I would find other dragons fighting over land and treasure... then one day I felt so sleepy I just dropped into the middle of a field and fell asleep... the next thing I knew, I was here."

Twilight was perplexed. What magic was powerful enough to control a dragon? She bid him farewell, then flew back to the palace, Rainbow Dash cheering for her as she touched down into the hall. Rarity smiled and nodded to her friend, but the three princesses gave Twilight a stern look.

"The was very reckless, Twilight." Celestia began. "You should be more careful. That was a full grown dragon." Twilight bowed her head. She knew Celestia was right. She was being reckless. Thinking about it now, however, that really didn't seem like something she would do. Twilight had become more reckless and too more risks since her first quest to the Crystal Empire.

"That having been said," Luna announced "you saved Canterlot from destruction. We are very grateful to you, Twilight." Twilight beamed as Luna said this, Cadence giving a slight smile as well.

"It's getting late." Celestia said, turning to leave. "Shining Armor said he would be in Canterlot early tomorrow morning in his message. I need to write a request for him to bring the Elements of Harmony with him." she said, Twilight and her two friends turning to her as she said this. "If something... or somepony... is manipulating dragons to attack pony folk, I think we may need them."

"That dragon was under some kinda control?" "That's a scary thought." "Princess Celestia must have some good eyes if she was able to see that."

Twilight walked with Cadence, Rainbow Dash and Rarity through the halls, the princess insisting on showing them to their rooms.

"So, something's controlling the dragons?" Rainbow Dash asked. Twilight shook her head. "I think it was only him that was being controlled... but I'm worried. What could possibly control something like a dragon?" Trotting on, they were lead into a grand room filled with beautiful works of art.

"These are so amazing!" Rarity squealed, looking over all the pieces. Portraits, sculptures and so much more filled the room. Twilight didn't think she had ever been in this room.

"These are some of the finest treasures Canterlot has seen over the eons." Cadence explained. "That's Starswirl the Bearded's actual quill." she said as they passed a fragile looking display. "Over there is a sculpture of Zerus, Princess Luna's pupil who disappeared during the first siege on the Crystal Empire more than 1000 years ago." she went on as they passed a shining silver sculpture of a little unicorn colt. "That is a replica of the Harbinger's Blade, the sword Starswirl forged to fight the Alicorn Amulet." Rainbow Dash marveled at the display as they passed it. Just as Cadence came to a beautiful tapestry of Nightmare Moon's palace, Twilight got a nagging thought in her head.

"Where is the Alicorn Amulet, Cadence?" Twilight asked. Cadence didn't respond. Figuring it better not to ask, Twilight remained silent as Rarity and Rainbow Dash looked about the many relics. Finally, coming to the dormitories, Celestia's voice rang out loud over the castle,

"Princess Cadence! Princess Twilight Sparkle! Come to the main hall immediately!"

The two barely looked at each other before they took off running, Rainbow Dash and Rarity hurrying behind them. What did the princess need? Rushing up the steps, they came face to face with Celestia and Luna, both of whom looked most serious.

"The guards say someone has requested an audience with us immediately... he said he can fend off the dragons." Luna explained. Celestia silently strutted to the main gate and opened it to find a cloaked stranger waiting for them, Rainbow Dash and Rarity only just catching up to see. At first, Twilight thought the stranger was a minotaur, but she was wrong. He had the lower body of a stallion, but the upper portion looked like a muscular, red minotaur. He head a long mane of shaggy brown hair and long, twisting goat horns growing out from his head. His eyes shone bright golden and small fangs poked from out of his mouth.

"Greetings." he said politely, giving a deep bow to the princesses. "I am General Tirek. I have traveled a long distance and I believe I can save Equestria from the rampaging dragons."

3. Insanity

Twilight knew already Tirek could not be trusted, walking through the grand palace. It was late, the moon shining and half crescent through the giant windows. Tirek requested lodging for the night and said he would speak with Celestia in the morning about the dragons. Twilight just couldn't sleep. There was likely only one other pony still awake at this time.

Knocking on the door to the main keep, Twilight watched as it opened slightly.

"You may enter, sister." Princess Luna said calmly. Confused, Twilight entered and saw something most unusual. A tiny alicorn filly with short, blue hair. One look at her crescent cutiemark and Twilight knew it was Luna.

"Princess Luna!?" she stammered, causing the tiny princess to jump. Turning, her eyes widened.

"Princess Twilight Sparkle? I thought you were Celestia." Luna said quickly as she grew back to her previous size. "That... that is my true form." she said nervously, blushing slightly. Twilight just blinked in bewilderment. "When I was brought back from the moon and purified by you and your friends, that was the form my body took, for some reason. I've been able to create a disguise for myself to hide my true form." "Why hide your true form?" "... because I feared nopony would take me seriously..."

Twilight had to stifle a laugh as Luna blushed once more.

"Why do you come, Princess Twilight?" Luna asked sharply. Twilight scuffled at the ground glumly.

"I know Tirek can't be trusted." she said. "A dragon under some kind of control attacks Canterlot then suddenly this General Tirek appears out of nowhere and says he can help us chase away the dragons? It just doesn't make sense." "Why sister and I agree, Princess Twilight." Luna said. "I would have wanted him to leave, but Celestia wishes to indulge him... she seems more desperate than I am." Turning back to the moon, Luna let out a low sigh. "You and her seem very similar... it is no wonder why she selected you as her disciple." Twilight felt her face redden. That was quite a compliment. Just then, she got a nagging thought in the back of her head.

"Princess, I have to ask you..." she said, wondering is she should really ask such a question. "What... what happened to Zerus?" Immediately, Twilight saw Luna's eye twitch. "I've... I've never read about him-" "He was just a little colt..." Luna said solemnly. "He was so eager to be my pupil... he followed my sister and I to the Crystal Kingdom to face Sombra... By the time we noticed he had trailed us," she explained, her voice quivering slightly. "... by the time we noticed he was with us, Sombra had cursed the Crystal Empire... he was trapped with them..." Twilight bowed her head. That was such a sad story. "The first Nightmare Night was... something of a memorial for him..." she finished, bowing her head, a tear dropping from her eye. "It's the first time I've spoken of him to anypony other than my sister."

Twilight looked away. "I'm sorry, princess-" "You should get some rest, Princess Twilight." Luna said suddenly. "Tomorrow will be a trying day... we both already know this." Twilight nodded and turned to leave. Just before she reached the door, however...

"Have you thought about the future, Twilight Sparkle?"

The young alicorn whirled around and looked into Luna's sharp eyes. Twilight knew exactly what she was talking about.

"I... I'm still undecided... I've known my friends for barely a year," she said, her eyes welling "and now I'm a princess... and I may have to leave them behind..." Luna nodded. "Indeed..." the elder princess began. "There is much more to the world than initially before, Princess Twilight Sparkle... and as a princess, perhaps you will have to move on..." she went on, putting her hoof on Twilight's shoulder. "But the decision is yours and yours alone."

Twilight sniffled and shook the tears from her eyes. Luna gave her one last nod as she left. There was a great big world for Twilight to discover now that she was a princess. She had been considering field training (as Cadence had underwent before her) now that it seemed she had perfected her study on friendship, the sole reason Celestia had Twilight come to Ponyville in the past. Despite her desire to learn more, Twilight knew she would miss her friends dearly. She felt trapped. Trapped and torn between her new status as alicorn princess and her friends from before. She wasn't certain what path she should choose.

Everypony rose early that morning. Celestia summoned the three other princesses to the throne room prior to their meeting with Tirek. Strangely, Shining Armor had not appeared as he said he would. Twilight, Cadence and Luna all stood tall and focused, Celestia looking quite grave. None of them dared speak.

The warm sun shone in through the windows, Canterlot completely silent outside. Word of Tirek's arrival spread like wildfire. The guards cautioned the residents to stay in doors, but they gathered in the town square, the guards standing watch. They couldn't possibly heard at the towsnponies away. As they stood waiting, the princesses heard commotion outside. Cheering, hollering, ranting. Most believed Tirek was their answer, but some (like the princesses) didn't trust him.

"Be ready for anything." Celestia said quietly. Twilight wishes Rainbow Dash and Rarity could be here with her, but Celestia wouldn't allow it, saying it was against royal protocol, thought Twilight had a nagging suspicion it was for their safety. Just then, the giant doors opened as a small squadron on guards lead Tirek into the throne room. He bowed no his front legs before the four as the guards stepped back from him, his black cloak pooling on the carpeted floor.

"Good day to you, General Tirek." Celestia said in her proper tone.

"Good day, fair princesses." he said, his voice quite oily. Twilight scowled. She didn't like him. "I trust you are all willing to listen to my proposal, princesses?" he went on. With that, Cadence stepped forward.

"What do you mean by 'proposal', General?" she said sharply, Tirek slowly lifting his gaze to hers.

"I say this because you have something I will need in order to fend off the beasts." Tirek said calmly. "Please, I kindly ask you hear my plea." Nopony answered. "I implore you, great Princess Celestia... may I have the Alicorn Amulet?" At this, Celestia's eyes narrowed.

"Why would such an instrument of pure, raw power be of use to use in this dire situation, might I ask you?" she said calmly. "I would wager it would create more problems than it could possibly resolve." Twilight could feel a flame growing in her heart. "Please, good general, how did you come to hear of the artifact, if I may ask?"

"My princess," responded Tirek in a sly tone "I heard a young unicorn donned it recently, gifting her with immense capabilities." Twilight fought to keep her face from glaring. He clearly spoke of Twilight's magic duel with Trixie, barely a few weeks prior. "Please, with my tempered magic, I'm certain I could wield the mighty amulet and not succumb to it's wickedness."

Celestia looked Tirek over. Twilight would have given her wings to know what she was thinking.

"I am sorry... but I must decline." Celestia announced, Tirek's face showing no emotion. "The amulet is far too dangerous for anypony to wear. I hope you understand, good general." Tirek bowed silently as she said this.

"Indeed, I understand, fair princess." she said. "If I may, I will still do my best to rid Equestria of its dragon infestation-" "Hold it!"

Twilight stepped forward, glowering at Tirek. The other three jerked their heads to look at her.

"Something doesn't smell right!" she spat. "Twilight!" "That's enough!" "You come here as soon as I fend off a dragon under mind warp, my brother doesn't show up when he wrote us he would, and now you ask for the Alicorn Amulet? Who sent you?"

Tirek looks taken aback. Twilight scowled and slowly stomped closer.

"Just who are you?" "ENOUGH TWILIGHT!"

Celestia stomped before her, a look of anger on her face.

"Please, accept my apology, General Tirek." she said, giving a bow to him. Tirek nodded.

"I am sorry, Princess Twilight Sparkle." he said. "If I made you uncomfortable, it was not my intention." he added with a deep bow. "Please, if you would excuse me." Tirek said quietly, turning to leave, the guards escorting him out. As soon as the doors closed, the other three princesses turned to Twilight.

"What were you thinking, Twilight?" Celestia said sharply. "You may have insulted him." Luna added. Twilight, however, glared at the ground.

"We were all thinking the same thing! We all know he knows something! We-" "That's not the point, Twilight."

The three turned to Cadence, a look of contempt on her face.

"True, Tirek is obviously not at all what he seems, but we cannot let him know we are aware of this." she said, stepping to the windows. "Tirek now knows at least one of us is on to him. He will undoubtedly be on the move..." Spying Twilight out of the corner of her eyes, she dropped her tone. "That wasn't like you, though, Twilight." No sooner did Cadence say this did Twilight realize she was right. That wasn't like Twilight. "You haven't seemed yourself lately... are you sure you are well, Twilight?"

Twilight wasn't sure how to answer. She wasn't sure she was well at all.

"Maybe I need to go home and get my mind off things..." she said, her eyes welling slightly. "It's probably everything I've been thinking of..." Celestia frowned slightly as Luna and Cadence nodded. They all knew well that Twilight was turning over her thoughts for her future in her mind. "Please, excuse me, everypony." she said, turning to leave, her navy tail swishing. Thinking about it more, though, she wonder just why hadn't Shining armor come?

Twilight strolled silently to the train station as Rarity and Rainbow Dash chatted amongst themselves, about both the dragon attack and Tirek's audience with the princesses. Rarity and Rainbow Dash both were polarized over Tirek, Rarity considering his proposal while Rainbow Dash refused to believe he was really there to help.

"How does somepony just waltz up outta nowhere and say they can fight off dragons?" "Well, obviously he wants to help-" "What a laugh. I bet he knows something. He probably just wants to get rich or something!" "That's hardly likely! Not everypony is out for glitz, you know?" "Like you?" "I beg your pardon!?"

They both continued on like this back and forth down the platform, Twilight not paying them any mind. She was still stuck on how impulsive she had been as of late. It was beginning to scare her. Just then, as they came to the ticket booth, they saw that it was closed.

"Hey, what's going on here?" Twilight asked, Rainbow Dash looking around. "Why's the station down?"

"Sorry, princess." a conductor said as he rounded the booth. "The dragon that attacked yesterday torn up the tracks pretty bad. We'll be lucky if we get it fixed up in the week." "What?" "No wonder Shining Armor couldn't make it!" "But we have to get back to Ponyville!" "I'm sorry, princess, but there's no way, no how." "That's dumb!" Rainbow Dash sneered. "We'll just fly!" "What!?" "Rainbow, stop-" was all Twilight said before Rainbow Dash shot off, her rainbow mane leaving a multicolored streak in her wake. Twilight pawed the ground anxiously.

"Rarity, I gotta go with her!" Twilight said, Rarity uttering in shock, her eyes wide. "I'm really sorry!" With that, Twilight shot off as fast as she could, trying to keep up with the blue pegasus, Rarity and the conductor calling for them both as they shrunk in the distance.

It was a long trip, Twilight barely managing to keep up with her friend. Every time she called for Rainbow Dash, she couldn't even hear her own voice. Zooming through the countryside, they finally came to the familiar ridges and hills just outside of Ponyville. Flapping her wings as best as she could, Twilight zoomed closer and closer to Rainbow Dash, both of their wings aching from flying so far. Rainbow Dash came to a panting halt just outside of the train station as Twilight kept flying, zigzagging through the town and its bewildered ponies weakly as she came crashing down in front of the old Ponyville library she called home. Straining, she just managed to open her door, collapsing in front of a worried looking Spike and Shining Armor...

"Twili! Twili!" "Please, Twilight, be alright!"

Twilight shook awake slowly, resting on her comfortable bed, Spike and Shining Armor both gathered around her.

"You're okay!" "Twili!"

Shaking her head, Twilight looked at the two. Shining Armor was bandaged and bruised, but he looked happy. Spike, however, looked sickly, as if he hadn't slept a wink since Twilight left.

"How is Ponyville?" Twilight managed to wheeze. Both of them bowed.

"Not so good, Twili." "Dragons have been nearby. Everypony's scared an' then-" "Send a message to the princess, Spike." Twilight said suddenly. "That if this General Tirek is so keen on stopping the dragons, send him out her-" "You know about Tirek!?" they both said in union, Twilight turning for them.

"Tirek has been making threats against Ponyville, sis." Shining Armor explained. "He's been looking for Spike, even though we've told him he's just a baby dragon." "Yeah, an' he said..." Spike's voice trailed off, shaky and afraid. "H-he said if I sent another message he'd know... an' he'd come for me." Twilight narrowed her eyes. She knew Tirek was up to something. But what?

"You weren't supposed to come back until I reduced Ponyville to a smoldering heap, good princess."

All three of them knew that voice. Rushing for the door (Twilight climbing from her bed), the three saw Tirek glowering up at them from the foot of the steps, a menacing look on his face, his pointed fangs bared.

"What is it you want, Tirek? Answer me!" Twilight demanded, her horn pulsing. Tirek only tutted with a smirk.

"Dear princess, you should already know." he sneered. With that, he rushed back into the library, Shining Armor shooting down the steps for him. There was loud scuffling as Twilight clambered down the steps, Spike hiding behind her flank. They saw Shining Armor firing his horn for Tirek, only for him to dodge the blasts slyly, cackling as he did.

"Good captain, I'd caution you to know when you are out of your league." Tirek said as he reached into his flapping cloak. Instantly, he pulled a strange, red pointed object from inside, laughing darkly. Twilight's eyes widened as she realized almost immediately what it was.

"That's Sombra's horn!" she screeched, Shining Armor glaring as the horn turned into a broad, curved red sword.

"Step down Shining Armor!" Tirek hissed "This isn't worth your life, now is it?" Lunging, Shining Armor rushed to tackle Tirek, only for a powerful blast from Twilight's horn to send Tirek flying through the window, the ponyfolk rushing away in terror as they saw him.

"Insolent child. You dare-" "Am Ah gonna hafta chase you off again, ya brute?"

Tirek turned to see Applejack striding toward him, a look of determination on her face.

"Ah got ridda ya once b'fore, Ah can do it again, Tirek!" she growled. Tirek snarled at her.

"I made the mistake of allowing you to win, last time, Applejack. You will die this time." he said, brandishing his blade. Just then, Twilight and Shining Armor rushed for Applejack, Spike riding on Twilight's back.

"This ends now, Tirek!" "You leave Ponyville, now!" "Listen to mah friends!"

Tirek glared maliciously at the three ponies. Snorting, he sheathed the giant blade within his cloak.

"What I came for is in my grasp." he said. "I leave after I have the dragon!" he sneered, stretching his clawed hand forth. Spike, filled with terror, hopped off Twilight's back and rushed into the town, Twilight calling for him. "You are mine!" Tirek called, casting a spell for Spike. Just as it looked as though the twisting mist was about to hit Spike, Applejack rushed into the spell, screaming loudly as she began to glow.

"Drat! No matter!" Tirek said, spreading large bat-like wings and flying off. "Stew in your own muck, Twilight Sparkle!" he called, Twilight, Shining Armor and Spike staring as Applejack began to twist and scream louder.

"Applejack!" Rainbow Dash called, flying to see what the commotion was. Pinkie and Fluttershy both came out of hiding as well, just in time to see Applejack become engulfed in a blinding flash of light. Closing their eyes tightly, feeling a great rush of wind, they ponies and dragon opened their eyes and gasped in shock as Applejack was turned into a gigantic, monstrous dragon.

4. Shiftings

The giant dragon Applejack stomped about, her sharp, orange scales gleaming in the setting sun, her glassy green eyes shining bright. Twilight dove away as Applejack thrashed about, a small burst of fire shooting from her mouth, Spike tumbling away off her back. Fluttershy cried in shock, barely ducking under a sweep of the dragon's spiked tail, Pinkie Pie jumping into a bail of hay. Rainbow Dash spread her wings and shot up Applejack's long neck.

"Applejack! Calm down, please!" she called desperately. She clung to Applejack's face, her eyes shut tight. "Please! STOP!" she cried, Applejack flinging her scaly head, Rainbow Dash flying off, barely catching herself in midair. "Twilight..." she said, her voice quivering. "I don't think she can hear me."

"You mean... she's not even in there anymore?" Twilight said, her heart pounding as Applejack roared loudly, causing everypony to clasp their hooves around their ears.

"Twilight!" called Spike over the the cries of the townsponies and the roar of the dragon, jumping up and down from afar, waving his arms. "Use your memory spell! Hurry!" Twilight nodded. Narrowing her eyes, she knew she had to be quick if she were going to get close enough to Applejack to preform her memory spell. Just then, a lasso slung around the dragon's neck. Turning, Twilight saw Shining Armor clinging to a long rope, trying to hold Applejack back.

"Everypony, help hold her down for Twilight!" he called, magically pulling five more ropes from his rucksack and sending it for the other ponies. Catching them, Rainbow Dash quickly slung the other lassos around Applejack and quickly passed them to everypony. Their teeth clenched tight on the ropes, they were all putting up a great struggle to hold her down, Twilight unsure of how long they'd be able to keep her tied up. She quickly flew for Applejack's giant, frilled head and placed her glowing horn between the dragon's. Fighting as hard as she could, Twilight could barely see Applejack's memories flowing through her mind, but she could grasp them like before. She was unable to make Applejack remember who she even was!

"It's not working!" Twilight called, her eyes welling with tears. Just as Rainbow Dash was about tell her to try again, Applejack broke free of the ropes, roaring and storming off out of Ponyville and straight into the Everfree Forest. Everypony stared in disbelief. Applejack was nowhere to be seen.

Twilight looked around Ponyville. It looked ragged and there were very few ponies left around town. According to the Mayor, it was vacated when Tirek began to attack, just after Shining Armor came to Ponyville. Sweet Apple Acres had been vacated, also, when a dragon attacked it, much to Twilight's relief, although she was unsure if they could find or even restore Applejack before Granny Smith and the others returned. She felt horrid. Applejack was gone and Twilight was powerless to restore her to normal. What could they possibly do?

"We've sent a letter to the princess, sis."

Turning, Twilight saw Shining Armor, dressed in a light cloak with his rucksack repacked and slung over his back. Twilight only hung her head. She wasn't sure she could even speak. Casting a spell, Shining Armor lay a blanket over his younger sister. He couldn't think of anything to say to comfort her. They just sat there, watching the sun set. Just then, they saw Rainbow Dash flying for them, a scowl on her face.

"Shining Armor!" she said sharply. "Where are the Elements of Harmony?" Both Twilight and Shining Armor looked at each other. Why would she want the Elements of Harmony? "If we can get Applejack to wear her Element, maybe we can do something about her memory." Twilight's heart leaped at this. Standing up quickly, Twilight nodded.

"The Elements are a part of who we are." Twilight said. "They're a bond we all share." Rainbow dash said with a small smile, her eyes welling. Shining Armor stood up as well and turned to the Everfree Forest.

"I gave them to Zecora when Tirek attacked." he explained. "I needed to make sure they would be safe." Smiling, Twilight started off with Shining Armor and Rainbow Dash for the Everfree Forest. Coming to the edge of Ponyville, however, Fluttershy zoomed in front of them, panting heavily.

"Guys -huff- where -huff- are you -huff- going?" she breathed, sinking to her knees.

"We're going to the Everfree Forest." Rainbow Dash explained. "We're going to get the Elements of Harmony from Zecora." Fluttershy shuddered the moment Rainbow Dash said 'Everfree'.

"You... you shouldn't go unprepared." Fluttershy said nervously. "The critters have told me things aren't the same... a lot of animals are beginning to behave hostilely, some of them even disappearing..." Shining Armor turned back to town, his mane whipping slightly as he did.

"No," he began "we're fine. Thank you Flutter-" "Please! Don't go!" Fluttershy breathed. "They seemed really scared when they talked to me." Her eyes welled with tears as she went on. "I don't want you to be put in danger... not after what happened to Applejack."

Twilight walked over and nuzzled Fluttershy. "I know you're worried, Fluttershy. We'll be fine, I promise-" "What happened while I was gone!?"

Turning, everypony saw that Rarity had arrived, rushing down the path leading out of Ponyville.

"Rarity?" "When did you get here?" "Are you going with them?" breathed Fluttershy. Rarity came to a trot up beside them, looking over the sacked town.

"Princess Celestia restored the train tracks when she got Spike's message." she explained. "Tirek attacked you... and... and... did he really..." was all she managed to say. She could by the looks on all their faces. "What are we going to do about Applejack?" she asked weakly. Twilight wrapped a wing around Rarity. "We're going to get the Elements from Zecora so we can try to turn her back." Twilight explained. "If there's one thing that can snap her out of it, it's her own Element." Rarity smiled at this. "Fluttershy," Twilight said suddenly "please, keep Spike safe while we're gone." "No!"

Everypony turned to look at Shining Armor.

"I'm captain of the royal guards. I'll protect Spike-" "But the Everfree-" "They'll be safe if they stick together, Fluttershy." he said with some slight force, turning back to Ponyville. "We know Tirek wants Spike... and I'm not about to let him take another friend away from us." Trotting off, he gave his rucksack to Rarity. "Please, be safe everypony." Twilight and the others watched as he strolled back to town. Fluttershy nodded to them silently and flew back to Ponyville with Shining Armor, Twilight spying a scant few tears dropping from her face as she flew off.

The Everfree Forest was unnervingly silent. They trio hadn't seen a single movement in the darkness. They didn't even hear any birds. THIS was the Everfree Forest the townsponies always heard about in their stories.

"So Twilight..." Rainbow Dash said, breaking the silence. "Why did you pick me and Rarity to come with you to Canterlot?" "That's what I'd like to know." Rarity added.

"Well,"" Twilight began "you two are good friends to have around in a pinch." The two looked bewildered at this. "You two really helped me out in the past... Rarity, you're very perceptive and supportive, and Rainbow Dash, you're so strong and protective... an' your just good friends." Walking on, they walked through a large clearing that Applejack clearly tore when she rampaged into the forest, the trees freshly uprooted and the ground scorched and burned.

"Plus, I chose to have Applejack, Fluttershy and Pinkie stay behind and take care of Ponyville." Twilight went on. "Pinkie, so she could keep everyone's spirits up, Fluttershy because of how kind and caring she is and Applejack because of how strong she is... they really kept everypony going while we were gone." Both Rarity and Rainbow Dash smiled. Twilight knew her friends well. No wonder Celestia had chosen her to become a princess. "I just want us to be together... like before." Twilight said quietly. "My time in Ponyville has been the happiest of my life... I don't want to leave yet."

Neither of the two ponies knew what to say, Rarity lighting her horn to show the way as the sun went down, both of them frowning as Twilight lead the way. They didn't want Twilight to leave them either, but as she was now a princess, they knew there was a much bigger world for her now.

After some more walking, they finally found the zebra mystic's hut, although there was no light coming from it. Entering, they saw it was empty except for a note on a crumpled piece of paper lying on the stump table in the middle of the hut. Twilight walked toward it, looking it over.

"Twilight?" "What's it say?"

Twilight closed her eyes. "Zecora fled the Everfree Forest." Neither of her friends said a word. "She said it was far too dangerous with how all the animals had turned hostile." Turning the note over, Twilight saw strange runes on the back of the paper. "She told me only I could have the Elements if I came looking for them." Casting her magic, on the runes, the paper tore to pieces, each rune engraving itself into the table in perfect synchronization, the stump coming apart and revealing the Elements of Harmony, completely safe in their case Celestia delivered them to Ponyville in.

"Excellent work, Twilight Sparkle!" the trio heard, turning to see Tirek swoop down through the forest canopy and grin at them, his eyes and teeth glowing in the pitch black night. "I knew you'd come searching for the Elements of Harmony." he went on, drawing his blade. "It's time I destroy them!" he roared, holding his blade for the hut. Before anypony could speak, he quickly fired a blast of dark power for the hut, Twilight barely dodging it as it shot straight for the Elements. Eyes widening, they were engulfed in a bright glow that grew larger and larger until it shone around Rarity and Rainbow Dash as well, both of them thrashing silently as the light grew around them.

"Accursed... it would seem I'm still not powerful enough to destroy them..." Tirek growled. "Just who are you, you coward!?" Twilight roared. "What do you want!?" Tirek only licked his chops as he spread his wings and flew off into the night sky. Twilight would have followed him, but she quickly turned her attention back to her two friends as they were engulfed entirely in the blinding light that shone from the Elements of Harmony. Fearing the worst, Twilight cast a spell for them, trying to see if she could quell whatever spell Tirek shot for them. Just as her spell touched the Elements, the light faded, Rainbow Dash and Rarity collapsing to the ground.

"Are you two okay!? Please, talk to me! What hap-" was all she managed to get out before she let out a loud gasp, jumping back, her eyes wide as saucers.

"Nng... I'm okay... I think..." "I'm also well, Twilight..."

Twilight didn't blink. What happened was entirely unexpected.

"It would seem the Elements are also still intact." "Good. That jerk should know better than to mess with... Twilight, what's up?"

Twilight couldn't even respond. Both Rarity and Rainbow Dash were beginning to grow unnerved by the look on her face. Turning to look at each other, they saw exactly why, both of them jumping back and giving a small shriek. Rarity's horn was gone, replaced by a pair of large, white wide-spread wings while Rainbow Dash had no wings, a shiny blue horn on her forehead instead.

"This doesn't feel right!" Rainbow Dash huffed, a small burst of light dancing from her newly acquired horn. "I'm not a frufruy unicorn!" "Well pardon me!" Rarity growled, trying to fold her wings back. "I m not an uncouth pegasi like yourself!" "Girls, please!" Twilight called. "This isn't the time for arguing! We have to get these back to Ponyville before Tirek tries to do something again! C'mon!"

Huffing, Rarity tried to levitate the case with them, only for Rainbow Dash to snicker at her. Scowling, Rarity batted her eyes for Rainbow Dash, clearly goading her to use her horn. Turning slightly red in the face, Rainbow Dash tried to cast a levitation spell on the case only for it rise a foot off the table on crash right into Rainbow Dash's face. Twilight turned to see Rarity chortle as Rainbow Dash moved from under the case, swaying slightly. Rolling her eyes, Twilight levitated the case with her, leading the two swapped ponies back to town, both of them shooting glares at the other.

It was near midnight when the trio returned to Ponyville. Mercifully, Tirek had not returned while they were away.

"Twilight! Rarity! Rainbow Dash!"

The three turned to see Pinkie (her mane and tail straight as could be) rushing for them, throwing her hooves around them and hugging them close.

"You're all safe!" she said, smiling weakly. The three could see in the moonlight that her eyes were red and puffy. She must have been crying her eyes out while they were gone. "Fluttershy was so worried that you were going to get into trouble in the Everfree Forest." sniffling, she began to lead the way back to Ponyville. "S-so it looks like Zecora gave you the Elements alright." Pinkie said cheerfully, Twilight bowing her head slightly.

"Zecora fled the forest... we don't know where she went." Pinkie didn't say a word. "I think she's okay... Zecora is really smart." Still no response. "She left a spell for only me to crack... it was kinda fun." Not a word.

Nopony said anything as they continued on. Arriving at the old library, Twilight saw Fluttershy, Spike and Shining Armor talking quietly, the tree illuminated by candle light.

"Twili! You're okay." Shining Armor threw his hooves around Twilight and hugged her close, not at all unlike Pinkie did just a few moments ago. "And you have the Elements! Great!" Shining Armor said, looking over the case.

"Oh my! What happened to You two!?" Fluttershy breathed, spotting Rainbow Dash's horn and Rarity's wings. "Oh! Looky!" piped Pinkie. "Dashie's a unicorn an' Rarity's a pegasus!" "Pinkie-" "You're a real headliner, Dashie. A headmaster! A-" "Shaddup." the blue unicorn said, scowling. Giggling, Pinkie began looking over Rarity's wings while both she and Rainbow dash rolled their eyes.

"Tirek tried to destroy the Elements but it didn't work." Twilight explained. "It didn't work but it somehow cased them to swap their horn and wings." Spike looked dreamily over Rarity's neatly folded wings as Rainbow Dash scowled.

"Maybe we can see if the princess knows anything about turning-" was all Shining Armor said before Spike received another letter with a royal seal, belching it up as the ponies looked to see it. Looking at it, however, Twilight noticed the seal on it was different. It was a crescent moon. Luna must have sent them a message instead of Celestia, Twilight thought. Immediately, Shining Armor opened it and read the message.

"It's from Princess Luna." he said, confirming his sister's suspicions. "She says she wants us to go meet with..." was all he said, his voice trailing off.

"What is it?" Rainbow Dash asked. "Who are we supposed to meet?" Pinkie added.

"... she wants us to meet with Discord, all the way in Manehatten."

5. Questions

"Do you accept this gift I am about bestow upon you, Twilight Sparkle?

"... I do, Princess Celestia... I accept your gift."

"Twilight, wake up!"

Twilight shook awake in her bed, Rainbow Dash standing beside her. She was having that dream again. Shaking her head, she looked out the window of their hotel room they rented while they were in Manehatten. The sun was beginning to sink beneath the highrises. An EL train thundered close by.

"Princess Luna said she wanted to meet with us after sunset, right? In her note?" Twilight nodded. She gave her head one last shake before leaving with Rainbow Dash.

The two mares walked down the streets of the big city, the sun still setting in the distance. Twilight insisted on going alone, but Rainbow Dash, insisting it was so she could ask Discord to turn her and Rarity back to normal, managed to convince Twilight to allow her to come along. Looking around the mammoth city, they could see it was quite vacant as well, just like Ponyville. Numerous royal guards were stationed and walking up and down the streets in patrol, stopping for the alicorn as she passed by. It made Twilight feel uneasy sometimes, now that everypony gave her a salute or a bow every time she crossed their path. Maybe it was just something she needed to get used to.

"It's been years since I've been to Manehatten, Twilight. It hasn't changed a bit." Rainbow Dash looked around the city excitedly. "We should totally come here sometime... y'know, all six of us, after all this is over?" Twilight said nothing. She knew Rainbow Dash was doing her best to keep a straight face on things, like Pinkie was back home in Ponyville. She knew Rainbow Dash feared for the missing Applejack.

"I've been waiting, Princess Twilight Sparkle."

Twilight and Rainbow Dash both turned and saw Princess Luna, flanked by two guards, walking down the street for them.

"It's time for us to meet with whom we came here for." she said in her dignified voice, turning for them to follow her.

"How long have you been here, Princess?" Twilight asked, coming up beside the larger alicorn. "Why do we need to meet with Discord?" "Duh!" Rainbow Dash called. "I have a horn when I SHOULD have wings!" huffing, the blue pony trotted up beside them. "That punk should be able to turn me back, right, Princess?" Luna said nothing. They walked silently through the streets, more and more ponies bowing to the trio, Twilight doing her best to ignore this.

Finally, as the stars had only just started to appear, Luna spread her wing to stop them. Motioning across the street, they saw a droll looking pub with a handful of ponies coming in and out, a large, chipping wooden sign reading 'The Green Dragon'.

"That's where he is." Luna said. "He goes there most every night." Stepping closer, the trio could see it have a number of other ponies (and other creatures) inside. Looking around inside, they saw it was much larger than they initially thought. The crowd was giant. A griffon and minotaur were shooting the breeze at the bar while a rugged looking stallion that Twilight recognized was once a sergeant at Canterlot when Shining Armor joined the academy when they were young.

"I figured Discord would stick out like a sore wing." Rainbow Dash huffed. Just as they started up the steps to the second floor of the pub, Twilight heard it;

"You can drink your fancy ales

You can drink them by the flagon."

Twilight narrowed her eyes and made he way to the top of the stairs, Luna and Rainbow Dash rushing behind her.

"But the only brew for the brave and true comes from the Green Dragon."

The three saw Discord sipping a tall glass of ale, watching a couple ponies and a diamond dog play a game of pool, each giving the other sharp glances with each crack of the stick. Discord turned slowly to them, a smug grin on his face.

"I was wondering how long you were going to take to come see me, Twilight Sparkle." he sneered, taking a deep gulp from his flagon. Rainbow Dash huffed at the draconequus' antics.

"Why am I not surprised to find you here getting lit?" she growled. Discord on waved her off as he finished his ale.

"Oh please, Rainbow Dash," he said, giving a small belch. "I'm the embodiment of chaos and disharmony... it'll take more thank a few ales to get me drunk."

Twilight rolled her eyes as Luna stepped forward. "I'm sure I don't need to tell you why I'm here, Discord." she said in her proper tone, Discord yawning at her. "Equestria is in peril... chaos is running rampant... we need you."

"Really... or do you just want me to save Equestria so you and Celestia can go about your business with the Grand Galloping Gala?" he sneered, the alicorn unfazed by his remarks. Seeing he hadn't made her budge, Discord gave Luna a nasty grin. "By the way, princess," he went on in his oily tone "I don't like you like this... maybe show everypony what you really look like, I think they'd get a kick out of how cute you really look." Luna narrowed her eyes at this just as Rainbow Dash gave an angry huff, stomping forward.

"Listen!" she spat. "Equestria is falling apart! I've been turned into a unicorn! Applejack is a dragon!" Rainbow Dash frowned at this. Discord ordered another ale as she frowned.

"That horn looks good on you, Rainbow." he smirked. "I think you should keep it." Glaring, Rainbow Dash made a leap for the draconequus, only form him to disappear, the blue unicorn crashing into the table, Discord's ale splashing all over her.

"Oh come now, Rainbow Dash, don't be so up tight-" "Discord, stop!"

Most everypony turned to see Twilight step forward, a scowl on her face.

"Tirek is threatening Equestria and Applejack has been transformed into a dragon and is missing." Twilight stepped closer, glowering at Discord. "We want you to help us, Discord, but I won't stand for you taunting us." Discord only folded his clawed arms.

"Or what, 'your majesty'? You'll thrash me?" Leaning forward, his eyes barely inches from hers. "Shall we settle this hoof to hoof?" giving his eagle claw a snap.

Twilight stood in the center of a boxing ring, everypony and creature in the pup shouting and gambling. Even Rainbow Dash watched in amusement. Darting around her was Discord, throwing mock jabs at her.

"Discord, what is going on?" she groaned in unamusement.

"Oh come now, Twilight!" Discord called, hopping about. "Think about it! The daring duel between the fearsome Discord, spirit of chaos and disharmony, and the newly anointed Princess Twilight Sparkle!" Discord taunted, giving Twilight's wings a slight whip with his tail. "The masses will speak of our battle for eons to come!" Tossing a few more jabs, the pub growing louder and louder with cheers, Twilight only rolled her eyes. "C'mon and take a buck at me, Twilight. We both know you want to!" Twilight closed her eyes lazily and released a deep breath as Discord went on. "FIGHT BACK! This is supposed to be brutal!" Opening her eyes, Twilight fired a small burst of magic into Discord's belly, causing him to double over. In a flash, Twilight spun around and gave a swift kick to Discord's face, knocking him out of the ring and into a table where a few diamond dogs were playing cards, splashing the lot of them with beer as their chips flew about the room. Everypony else cheered, Rainbow Dash smugly collecting a hefty sum of bits from a rather sour looking griffon.

"Ugh... you kicked me... you actually kicked me." Discord massaged his chin in disbelief as he climbed back to his feet. "Celestia never kicked me-" "I'm not Princess Celestia." Twilight announced proudly, unable to hid the triumphant look on her face. "Indeed not." said Discord, giving the young alicorn princess a mischievous smirk. "You're much easier to provoke... how fortunate for me."

Luna paced outside the pub, knowing Discord was up to some kind of magic. He teleported her outside after Twilight began to speak to him, but she was certain Twilight could handle herself. The cheering inside must have meant Discord must have really cooked up some crazy setting upstairs. Just then, a loud crash followed by even louder cheering came from the building. Flapping her wings briskly, Luna peered through the window to see Twilight ie center of a boxing arena, smirking down at the collapsed Discord, the princess unable to suppress a grin herself.

Gliding back down to the street, Luna reentered the bar and strolled calmly to the top floor where Discord had restored the arena to a simple dining area, everypony having returned to their drinks.

"So Discord, have you a little more humility?" Luna taunted, Discord rolling his eyes as he ordered another ale.

"Very well... I will tell you what I know-" "And get this thing off my head!" Rainbow Dash called, pointing her hoof to her forehead. "I cannot." Discord said, Rainbow Dash staring in disbelief. "You and Rarity both were altered by a magic far different than mine. It would be so difficult and time consuming to restore you both, I would lose interest less than half way through." Rainbow Dash glared at him as he sipped his ale. "However, I'm sure if you use your Elements, you can find an easily way to turn yourselves back to normal. They were what made you both like this after all, are they not?" Rainbow Dash opened her mouth to speak, but Twilight stepped forward.

"How did you know they were changed by the Elements of Harmony, Discord?" she said suspiciously, Discord giving his eyes another roll as he turned back to his drink.

"Twilight Sparkle, you forget, I'm the embodiment of chaos and disharmony." he took another sip. "I can do all kinds of neat tricks nopony else can." Smirking, he turned his head all the way around, which made Twilight and Rainbow Dash jump and Luna narrowed her eyes. "I can hear the Elements right now... you left yours back at your hotel room, Twilight... in a suitcase... and dear Rainbow Dash, you didn't even bring your Element with you from Ponyville... It's still with all the other five." Rainbow Dash only turned her back to him, putting her nose in the air.

"So what? It's not like I need it right now-" "You most certainly do need it, Rainbow." Discord cut in. "Even by themselves, the Elements are powerful objects. They can be used as weapons or they can be used to save and soothe those around them." Rainbow Dash turned suspiciously toward the draconequus.

"How do you know all this?" she asked, Discord tutting at her.

"Why not tell them both, beloved Princess Luna?" Discord said slyly. Twilight and Rainbow Dash both turned to her, Luna looking to the floor. The look on her face said it all.

"Long ago," Luna began "the Elements of Harmony were not relics... but actual beings... Discord was once the Element of Laughter." Twilight and Rainbow Dash both gasped as Discord took a deep gulp from his glass. "Even I... I was the Element of Kindness... we all defended Equestria and all other lands from so many evils with little effort... then there came one we all had to stand together to face..." "Sombra." Twilight said, Luna nodding.

"It was at the Crystal Empire, a kingdom we knew very little of... Ruled by the crystal king and queen, they were very secretive and interacted with little of Equestria. Nevertheless, we all knew a kinship with the Crystal Empire, there was no strife between our kingdoms and factions... but then he came..." Luna growled quietly as she thought of the evil usurper unicorn king. "King Sombra slayed the king and queen and decimated the entire crystal army... it was a day we all remembered and did our best to hide from the history of Canterlot... much to the everlasting shame of Master Starswirl-" "Starswirl was an Element of Harmony?" Twilight blurted suddenly. Luna nodded.

"He was the Element of Honesty... which is why it killed him to cover up what happened-" "Please continue with the story, Princess." Discord said sharply. "It's getting to the good part." he said with a nasty grin. Luna closed her eyes tightly.

"We all, the six Elements of Harmony, gathered and fought through Sombra's massive army of soulless golems he created from the crystals of the empire. His powers were growing more and more by the minute. We weren't certain of what he was building his power for, but we could not let him achieve is goal." Discord took another gulp. "Mustering all our power, we were not able to kill Sombra but we were able to cast him into endless shadows... but with his final breath, he cursed the Crystal Empire to share the same fate..." "And the boy..." Discord said as he finished his ale, Luna looking away toward the moon. Sure enough, Twilight knew they both spoke of Zerus, Luna's lost pupil.

"After that, we went our separate ways, except for my sister and myself... and Equestria has carried on for 1000 years." Discord stretched, his arm popping off and scratching his back.

"So, you need me to help you, then?" Discord groaned, giving a stretch as his arm joined to his side once more. "I'll say this, you will need the Harbinger Blade if you want a chance at fending off Tirek." "The what?" Rainbow Dash pondered.

"The Harbinger Blade? But why?" asked Luna, a look of pure confusion on her face.

"Because, Twilight and I believe the same thing." Discord said as the four began to make their way down the stairs. "We both believe the good general Tirek is not acting alone." Both Rainbow Dash and Luna looked to Twilight.

"I can't explain it." Twilight began as they stepped out into the cool night. "It's like there's a whisper... Something telling me he's not alone... it's kinda scary." she said. The moon was full that night, glowing all around the unusually quiet town.

"As for Applejack... someone close to her must place her Element of Harmony on her... it's the only way." Discord continued. Rainbow Dash smiled weakly at this.

"Well, she is my best friend... I know I can snap her out of it easy." Everypony smiled. They really believed they had a chance.

"Welp, that's it for me." Discord said. "I'm going on the lam to see if I can't dig up anymore info as to what hijinks is going on here. Have fun, my little ponies." With that, he glided up into the air and disappeared. The three didn't say anything else to each other as they walked on through the town. Even if they believed in themselves and were full of hope, they still knew it would not be easy. It wasn't until Twilight and Rainbow Dash arrived at their hotel that anypony said a word.

"Princess Luna?" Twilight asked. "Discord was an Element of Harmony, right?" Luna nodded silently. "Then... why did he... y'know, turn against Equestria?"

Luna only started off. Twilight thought it was better not to pry.

"Because, Princess Twilight... Discord and Starswirl were very close..." she whispered, remembering the last few years of Starswirl's life long long ago.

6. Ready or Not

It was a cool morning as Twilight and Rainbow Dash sat in their car silently. They left on the train early before daybreak from Manehatten, the sun just now beginning to peak above the horizon.

Rainbow Dash practiced levitating a glass of water with her horn, trying her best to be careful as a small splash or two came from the floating glass.

"You're getting better at that." Twilight said with a smile, hoping to pep up her friend. "A little tip," she said softly, Rainbow Dash's face falling "try to really focus on the glass and be sure you've got a hold of it before you lift it."

"Well, you're the expert." Rainbow Dash said. She was usually the impatient type, but as of late, she had no choice but to be patient and concentrate. She eyed the glass and shot daggers at it. Her horn pulsing, she could definitely 'feel' the glass, but she knew she didn't have a good hold on it. Sweating, she began to lift it slowly, careful not to shake it. Just when it looked like she had it, the glass began to shake, water splashing everywhere.

"That's it!" she called, firing a burst of magic for it, shattering he glass and leaving a scorch in the train wall, both Rainbow Dash and Twilight staring in shock. After a moment more of the train rumbling down the track, both Twilight and Rainbow Dash burst into laughter.

"That was pretty good, Rainbow Dash!" Twilight howled, flapping her wings with delight. Rainbow Dash huddled over, cackling.

"That was a bit more than I thought." she breathed, her horn still glowing slightly. Neither of them were sure why they found this so funny, but all their troubles seemed to be chased away by their laughter.

Everypony in Ponyville was in a fluster. With the word coming out that Ponyville was now relatively safe, evacuated ponies were returning home. Shining Armor was leading the cleanup of the town and most of the wreckage was cleared away already. Still, his heart felt heavy. The ponies of Sweet Apple Acres would be returning soon. He feared the worst for when it came time to tell them what became of Applejack.

A screech came in the distance just then. Shining Armor knew the train had come in from Manehatten. He hurried from the town square for the station in a heartbeat, passing more and more returning ponies all the while. Coming to the platform, he saw Rainbow Dash and Twilight both leaving the newly arrived steam engine.

"Twili! Rainbow Dash!" he called, waving his hoof for them. Both of them spotted him and walked over to join him as he lead them back to Ponyville. "Everypony's coming back now the Ponyville is more safe... the town seems kinda busy again." he told them, Twilight and Rainbow Dash both thinking the same thing.

"So... I think I'm getting the hang of my horn." Rainbow Dash said suddenly, trying to change the subject. "I totally blew up a glass of water on he way here." "It was pretty funny, Shining Armor." Twilight added.

"So what did the princess and Discord have to say?" the stallion asked as they made their way through the square. Twilight noticed that while everypony still waved and nodded to her, they didn't stop in the middle of the street and bow or salute to her. While initially she was certain she preferred this, it still didn't seem right to her. She was a princes now, but everypony still thought of her as the same old Twilight. It was what she wanted, but it still didn't feel right to her for some reason. Shaking her mane, she inhaled deeply.

"Discord says we need the Harbinger Blade." she said, Shining Armor turning to her. "He thinks Tirek isn't acting alone... and neither do I." Shining Armor looked to the ground, a grim look on his face. "He also said we need to use the Elements of Harmony... he said they could be used like weapons." "Well, that makes sense." "He said they're to protect Equestria... and he said somepony close to Applejack needs to put her Element on her to make her regain her memories." Shining Armor had to admit, this was some good news. If Applejack could be found before long, they might be able to restore her before her family returned.

"'scuse me, but what in Equestria is this Harbinger Blade?" Rainbow Dash said loudly. Shining Armor inhaled deeply, like Twilight did earlier.

"The Harbinger Blade is an ancient weapon Starswirl the Bearded made shortly before his passing." Shining Armor explained. "It was crafted of three very powerful minerals now believed to be completely depleted throughout the entire world... a mixture of mythril, adamantite and orihalcon."

"That's incredible!" Twilight said in shock, Rainbow Dash still in confusion. "Why was it made from such powerful material?" Once again, Shining Armor inhaled deeply.

"He crafted it to combat the Alicorn Amulet." he breathed. "Apparently the Amulet appeared almost 1000 years ago... everypony was afraid of how powerful the sword was so they called it the Harbinger Blade, fearing Starswirl would use it to conquer Equestria... so he hid it away in the ancient crystal mines that Canterlot was built over."

They walked on to the library, the sun still rising in the sky, a light breeze ruffling their manes. It was quiet, Spike sleeping soundly on a pile of books.

"He must be really tired." Twilight said. Shining Armor shook his head.

"We've been working around the clock to rebuild Ponyville." he explained. "Spike's been trying really hard, too."

"How come we don't know about the Harbinger Blade?" Rainbow Dash asked suddenly. Shining Armor took a seat next to a collapsed bookshelf.

"The knowledge of the Harbinger Blade is entrusted only to the royals and the captain of the royal guards." he explained. "It's a truly powerful weapon."

Twilight and Rainbow Dash both looked down to the floor. They were both thinking the same thing. If Discord thought they would need such a powerful weapon, Tirek must truly be a powerful foe... not to mention if he truly was working under another. Just then, they heard a squelching sound.

"Uh-oh..." Spike growled in his sleep, everypony turning to look at him. Suddenly, his eyes sprang open and he gave a great belch as a scroll with the Canterlot seal on it flopped out from his mouth. "Just when I was having a good dream..." the baby dragon groaned, scratching his head as Twilight levitated the scroll closer.

"It's from Princess Celestia is time." Shining Armor said as Twilight opened it. Reading it, she narrowed her eyes.

"No... it's from Discord." she said. "He says the Harbinger Blade was stolen..." "What!?" "Whoa, no way!" "What's a Harbinger whatever?" "But," Twilight read on "he says he knows exactly where it's been hidden." "Where?" Shining Armor breathed. Twilight closed her eyes in frustration. "He said he will only give us a hint..." she said irritably. "He said it's in a place the used o be 'too hot to trot'." Both Shining Armor and Rainbow Dash shook their heads at this.

"That lousy Discord is always trying to mess with us some way or another." "We'll have to think on what he meant by 'too hot to trot' from his message." Shining Armor added, Spike having gone back to sleep. Twilight thought hard on this. What did his cryptic clue mean? Just then, she thought of something else. Something she should have thought of in the first place.

"Shining Armor." Twilight said suddenly, making Spike jump but not wake up. "We need to train!" she said proudly. "Let's give Tirek a real surprise the next time he sees us!" she said as she hurried out the door.

"Twilight! Where are you going?" Rainbow Dash called for her alicorn friend. "To find Rarity!" responded Twilight as she shot through the town.

Shining Armor and Rainbow Dash stood at the outskirts of the town, looking over some bails of hay.

"The best way to get your hooves wet is to dive in, Rainbow Dash." he said in a sharp voice, as if he were talking to his old guard. "You need to get control of that horn and I that's what I'm here to do! Understand?" "YESSIR!" Rainbow Dash sounded, remembering her time at the Wonderbolt Academy. Shining Armor began to pace back in forth before her.

"Each unicorn has their specialties." he went on in his sharp, commanding tone. "For example, I am best at shielding techniques. Rarity is best at handling numerous small objects at once. She would not be able to produce a shield quite the same caliber as my own and I would not be able to levitate the mass number of objects as she could and maintain a steady control over them." Rainbow Dash clung to every word he said. "According to Discord's words, should you wear your Element of Harmony, it stands to reason that your horn's power should be easier to manage." he said as he levitated Rainbow Dash's Element of Harmony close by. Rainbow Dash reached for it but Shining Armor quickly pulled it away. "That is why we will be training without it!" he said. "When you can properly levitate it and put it on, then and only then will you be permitted to train with it, do you understand, Rainbow Dash?" "YESSIR!" she called with a salute.

On the other side of Ponyville, Twilight and Rarity stood at the top of a tall platform, overlooking a large landing area filled with hay.

"I'm going to help you get those wings in shape, Rarity!" Twilight cheered. "If I can learn how to fly, so can you!" Rarity smiled and shook her mane.

"Twilight," she began in her dignified tone "You forget I once flew, no?" she said in a haughty voice. It had been a long time, but Rarity did fly quite gracefully once when they visited Rainbow Dash in Cloudsdale.

"Alright, then this should be easy for you." Twilight said as she spread her wings and began to glide in circles, her navy mane flowing in the wind as she slowly reach the hay covered ground. "All I want you to do for now is try gliding, Rarity." she called up as she came to a soft landing, Rarity giving a small laugh.

"It will be easy for someone so poised and astute as moi." she said, spreading her pure white wings. Leaping off into the rushing wind, she fell through the air in into the cushioned ground, shaking her head and sputtering out bits of hay as she resurfaced. "Mm... maybe it's been longer than I suspected?" Rarity said sheepishly, Twilight giving her a smug grin.

The sun was beginning to set as a cold chill began to set in on Ponyville. Rainbow Dash and Rarity were both absolutely exhausted as they lumbered off their respective training sites. Rainbow Dash was dizzy and lightheaded while Rarity ached from dropping to the ground so much.

"How did Rainbow Dash do?" Twilight Asked Shining Armor after they two were out of earshot. The Stallion took a deep breath.

"She's determined." he said. "I thought she'd give up and just ask to use her Element, but she's trying to tough it out... she's working her way up with levitating things." The two walked on to the library where Spike sat on the floor coloring, humming to himself. "What about Rarity?" he asked, taking a seat.

"Rarity's got gliding down... but she can't stay in midair for too long-" "Aw, she'll get it." Spike cut in. "Don't forget, she flew once before." grinned the dragon.

"Rarity said that." Twilight sighed, Spikes grin falling. "Heh... maybe it's been longer than she remembered?" Spike said with a laugh. "She said that too." Twilight groaned. Spike's face reddened slightly and he turned back to his picture.

"Well, they both seem focused." Shining Armor said. "No need to be so glum, right?" Twilight wasn't sure.

As the week went by, it seemed Rainbow Dash and Rarity had a strong curve. Rainbow Dash had gotten a strong hold on her levitation power while Rarity was now flying about Ponyville with ease. Shining Armor and Twilight were both pleased and Spike loved watching Rarity fly.

Ponyville was almost completely rebuilt, Fluttershy's animal friends helping to repair he damaged buildings, Pinkie Pie preforming and entertaining the exhausted townsponies every night, despite still being very saddened over Applejack's disappearance. Everypony was doing their part to keep each other going.

"Okay, Rainbow Dash!" Shining Armor said in his sharp, commander tone. "You seem ready to learn some more practical capabilities." Rainbow Dash nodded, her horn pulsing as she grew excited. "Rarity is well skilled in multitasking. My expertise are in shield spells. But according to Twilight," he said, pulling several large targets into view "you seem to be cut out for offensive magic." Stepping away from the targets, Shining Armor saw the blue unicorn's eyes locked and narrowed on the middle target. "When you can hit one target dead center, then you can have your Element to train, Rainbow Dash." "YESSIR!" she said, spreading her hooves and lowering her head, pointing her horn straight for the middle target. With a giant burst of blue light, Rainbow Dash obliterated the center target, looking quite smug.

"Oh yeah! How 'bout that?" she cheered. "Fine," her stallion mentor said "very fine... now do it again with restraint!" "What!?"

Rainbow Dash watched as Shining Armor reassembled the target in front of her.

"You cannot use your full power! Use a miniscule amount and hit the center-" "But it's just a tiny dot-" "Hit the bulls-eye!" Shining Armor said with a loud stomp. Rainbow Dash huffed and turned back to the target. Narrowing her eyes, beads of sweat appearing on her forehead, she sent a small stream of blue for the target, leaving a tiny scorch on the far left side.

"Good shot." Shining Armor said smiling. "Now, do it again." Rainbow Dash rolled her eyes and gave a few more shots to the target.

Meanwhile, Twilight and Rarity stood at the top of Ponyville Tower overlooking the Everfree Forest, the wind blowing briskly.

"Applejack's still out there." Rarity said solemnly. Twilight nodded. "So... are you certain this is safe?" she asked. Twilight only scuffled her hoof.

"I never said that." the alicorn princess said, spreading her lilac wings. "But this is the best way I know to really test your flying capabilities." she announced as she leaped from the tower, soaring gracefully over the thick woodlands.

"And if I can't do it?" Rarity asked as she leaped and glided behind Twilight.

"I'll be sure to get you out of here, then, Rarity. You'll be safe with me." she said, comforting her friend. The winds were oddly light as the two soared and swooped over the Everfree Forest. They could see great footprints in the groves they passed and huge amounts of trees uprooted and torn about, a scant few of them scorched and burnt. As they flew over the swamp, Rarity noticed something very odd.

"Twilight!" the white pegasus called, flapping her wings, picking up speed as she came up beside her friend. "There's no animals anywhere." she breathed. Immediately, Twilight curved her wing and rounded back over the forest. Sure enough, there were no animals or birds anywhere. Even if Applejack rampaged through the forest and scared them off, the animals would return eventually, and even if she did possibly eat some of them (Twilight getting a sick feeling at the very thought), there's no way she could have gone through all the animals. The two flew on and on throughout the forest until the sun was high in the sky, making the Everfree quite muggy and humid. Rarity was beginning to lose momentum, and Twilight could see this clearly.

"I think it's time to head back." Twilight said, Rarity sweating as she flapped her wings to keep up with her friend. The two flew on through the forest, still seeing no sign of Applejack or any of the animals. Coming to the edge of the Everfree, they both spread their wings wide and glided through the fields leading up to Ponyville. Rarity had never loved the feeling of a cool breeze so much.

Coming to a landing in Ponyville square, the two saw Rainbow Dash looking quite sweaty and fatigued, drinking a large canteen of water, Shining Armor sitting with her.

"How the training going, guys?" Twilight asked as Rarity walked off to get herself some water. Rainbow Dash only shook her head, her rainbow mane waving about.

"Horrible! I can't even hit a measly-" "She's doing great." Shining Armor said, Rainbow Dash's eyes widening. "Considering she's only had her horn for barely a week, she's progressing brilliantly-" "That's not what you said all day long!" Rainbow Dash sputtered, a mixed look of confusion and irritation on her face.

"He's captain of the royal guards, Rainbow." Twilight explained. "He's supposed to be tough on you." Rainbow Dash opened her mouth to argue, but she knew Twilight was right. She had just been through the Wonderbolt Academy. It was almost exactly the same.

"I guess I am dong better than I thought..." she said sheepishly, Twilight and Shining Armor both giving a giggle. Just then, they all heard someone calling their names. Turning, the three saw a tiny purple shape at the far end of one the lanes. Spike was running for them.

"Guys! Guys!" he breathed, waving another scroll for them. "It's the princess!"

"We've been getting a lot of mail lately." Rainbow Dash sighed as Shining Armor and Twilight hurried to meet with Spike.

"What's wrong with the princess?" Shining Armor asked. "Is it Tirek?" Twilight added. Spike shook his head.

"She wants you both and Rarity to come to Canterlot for the Grand Galloping Gala." Spike explained, panting slightly. Both Twilight and Shining Armor gave the baby dragon a look.

"Is this really the time for that?" Twilight asked. "We're busy trying to ready ourselves for anymore danger." Shining Armor said. Spike shook his head again.

"She wants Twilight and Cadence there to raise morale for all of Equestria." Spike said, pointing at the parchment. "She also wants Shining Armor to come and keep an eye out over the festivities." Shining Armor scuffed at the dirt with his hoof. He wasn't sure if he should leave Ponyville. "Oh," Spike said suddenly, shaking everyone from their thoughts "she also wants Rarity to make dresses for everypony... not that I can blame her." Spike said blushing as he thought of Rarity's skills.

Twilight bowed her head. The Gala last year was such a bore, but she did want to raise the hopes of Equestria. Maybe this is what she needed. To raise the spirits of Equestria.

"I think we should go." "But Twili-" "I said we should go." Twilight narrowed her eyes. "Spike, stay here in case Ponyville needs to send us another message." she said, Spike opening his mouth to protest. Before he could say a word, however, Twilight was off.

"Think she's gone to find Rarity?" Spike asked. Shining Armor shook his head.

"I think she's had a lot on her mind lately." he said, Rainbow Dash narrowing her eyes. "Rainbow, can you keep an eye on Ponyville?" he asked. The blue unicorn saluted silently. Sighing, Shining Armor started off to find Twilight.

It was uneventful in Canterlot. Everypony was indoors readying themselves for the festivities. Even Celestia and Luna were working around the clock for the Gala. Twilight mostly walked through Canterlot castle while Rarity worked tirelessly on the dresses.

That morning, however, Shining Armor had disappeared.

"Cadence comes here tomorrow evening for the Gala!" Twilight said as the guards presented her the news. "Where could he have gone?" she said in a fluster. Before she could continue, however, one unicorn guard sent a piece of torn paper whizzing for her. Looking at the slightly untidy scrawl, she could see that Shining Armor had written the note, saying only a few words;

'I know where the Harbinger Blade is. Don't come looking for me. I will be back before the Gala.'

That was all that was written. Twilight could feel her face growing hot with anger. Shining Armor was so reckless. Growling, she torn the letter into pieces and stormed off through the door and made her way up to the tower. The sun was only just rising as she made her way to the summit. She thought of Spike. She thought of Shining Armor. She thought of how everything was all happening to fast. She was growing angrier and angrier just thinking about it, rage creeping up on her like a whisper.

That evening, Rarity insisted on having the princesses fitted for their dresses. Celestia and Luna were both present with Twilight, but she thought it best not to speak of the recent happenings. They likely wouldn't want to talk in front of Rarity.

While Rarity tended to their gowns (Twilight's being a large, pitch black gown with shining blue and lilac stars), Twilight watched the moon in the sky. Luna was imprisoned on the moon not long ago... and Twilight had a slight twinge of fear just thinking about it. What could have driven Luna to revolt against Celestia? Was it Zerus or something else?

"Twilight?" Celestia said suddenly, causing Twilight to jump, Rarity giving a small gasp as she nearly poked herself with a needle. "What's on your mind?" Twilight did her best to hide her bubbling emotions. "N-nothing." she lied, knowing neither Celestia nor Luna believed her as Rarity renturned to her needle work.

The next morning as Cadence arrived, Twilight felt furious with herself. She had finally had a moment the night before to speak with Celestia (who was still absent) and she blew it. It had to be everything that had been going on as of late, she thought to herself as she and a garrison of guards greeted her. It had to be Tirek's attack, Applejack's disappearance and the calamities that were befalling Equestria. That day also went in a haze as Rarity and the servants sent the four princesses around, having their dresses finished, having them at their positions to receive guests and the festivities enter their final planning stages. Twilight felt like a blank slate. She didn't want to be here. She wanted to get back to Ponyville and find Applejack. She wanted to be with all of her friends again.

The sun set and the fireworks were set off, illuminating Twilight's emotionless face. As Cadence received the guests for them both (dressed in the same gown she wore when the games inspector visited the Crystal Empire, Celestia and Luna (dressed in beautiful red and navy dresses respectively) stood watch outside the main gates, a large garrison of guards flanking them as they met with each carriage that entered the city limits of Canterlot. Shining Armor still had not returned, and there was no word from Spike as to whether or not there had been any activity at Ponyville.

Just then, as the final guests had entered, both Celestia and Luna turned to the pitch black horizon to see a burst of fire.

"What is that." Celestia said sharply, narrowing her eyes. Luna, however, powered her horn, her dress replaced with shining, dark colored armor.

"What you were afraid of, Sister." she said, a mass of dragons on the rise. Canterlot was under attack, just like Discord warned the princesses it would be.

7. The First Wave

As a lively waltz played in the grand hall and everypony danced, all dressed in regal fashion, Twilight sighed, hoping this night could be over fast. Numerous ponies were bowing and saluting to both Cadence and Twilight, as per usual. It still made the latter feel uncomfortable.

Rarity, done up in a glimmering blue ballgown, schmoozed with a couple of the high society ponies at a table nearby, Fancy Pants, a fairly popular bigwig Rarity was good friends with from a previous visit to Canterlot. Spitfire and a handful of her fellow Wonderbolts chatted with some of the guards present, Twilight suspecting they were here for extra protection. The Gala really seemed much bigger this year.

Looking out through the giant windows that lined the hall, Twilight wondered what was keeping Celestia and Luna. It seemed all the guests had arrived, so they should have entered the hall themselves by now. Just as Twilight walked back to join Cadence, the whole hall rumbled and shook, everypony tolling to the floor and screaming in shock. Guards immediately flooded the hall, glaring out the windows. Dragons were attacking, descending the mountainside opposite the main gate to Canterlot.

"Everypony run!" Cadence called, ushering out the high society ponies. As the unicorn guards began to send powerful bursts of magic at the dragons to fend them off, pegasi guards flew circles around the beasts to distract them and lead them away, Spitfire leading a squad of Wonderbolts in similar form.

"Twilight, c'mon!" Cadence called for her friend. Twilight, however, stared at the massive battle that was going on. The spells the dragons were struck with looked brutal and the pegasi landed powerful blows on the rampaging dragons, who were clearly in pain from these attacks, but they didn't retreat. She could already see it in their eyes. A faint blue glow, just like before.

"These dragons are under control." she breathed quietly, although nopony could hear her with the havoc going on. "Cadence!" Twilight called, turning to her fellow princess. "These dragons are being controlled, too! We have to snap them out of it!" "Twilight, that's impos-" was all Cadence managed to say before the young alicorn spread her wings and flew off into the fray, much to Cadence's terror.

Celestia, covered in gleaming golden armor, flew to and from between a mass of mindless dragons as they came upon the city limits of Canterlot. These must have been victims of Tirek's transformations that Discord spoke of. They attacked relentlessly, a number of them even snapping and trashing at one another.

"Sister! We must restore them!" Luna called as she narrowly evaded a bust of frigid breath from an icy dragon. Celestia knew whatever these dragons were before, they didn't deserve this. Nevertheless, a restorative spell powerful enough to purify the rampaging drakes would not be easy to cast in the given situation, even for alicorns as powerful as Celestia and Luna.

"There's too many of them, Luna!" she cried as she swooped under a swooping, razor-sharp wing. Swallowing hard, the regal princess flew for the dragon and kicked it hard in the face, causing it to roar out and flail in pain.

"Sister! I will distract them!" Luna called, casting a whirl wind around a few attacking dragons, causing one of them to spread their wings and fly off into the night. "Hurry, before more escape!" she added, the other dragons turning angrily for her. Celestia nodded. If they escaped, there was no telling where they could be headed. They might be lost for good. Curving her wing, Celestia zoomed through the snapping jaws various hazardous breaths the dragons blew for their would be prey, coming up on the escaping dragon. Putting her giant horn to it forehead, she managed to restore it to its previous form, a falcon, which spread its wings and soared into the night. Turning, Celestia could see other dragons coming up on Luna. There was no way she could hold them off and not seriously harm them. Swooping at high speed, Celestia headbutted a particularly spiny dragon, making it roar out and topple into another of the beasts.

"Make them fight one another, Luna!" she called. "Then we can better focus on them individually." she called, putting her horn to another with plate-like scales, turning it back into a moose. Luna nodded as she spotted a scant few dragons flying off. Shooting at high speed, Luna came up to the first and turned it into a small bat which fluttered off in an instant. Turning to another, she restored it to a small weasel, catching it as it began to plummet to the ground. Flying down to the ground to release it, Luna watched helplessly as a third dragon disappeared into the night sky. They couldn't allow much more to escape.

Twilight and Cadence zoomed through similar hazards as the other two princesses. The unicorn guards sent blast after blast of magic for the descending dragons, trying their best to slow them down, but they still lumbered senselessly for the castle, stopping only to attack the pegasi guards and the two princesses. Coming up to another dragon, however, both Twilight and Cadence combined their magic and restored a shiny purple dragon's mind instantly.

"What was I-" "Run!" Twilight called. "Hurry away, please!" she called as other dragons began to come up on the freed dragon. Frightened and confused, he spread his wings and soared into the night, back over the mountain range.

"Twilight! We need to evacuate Canterlot!" Cadence called as a powerful burst of steam sent her spinning in the air. Coughing and sputtering, Cadence could barely see enough to dodge the sweep of a dragon's spiny tail. Instantly, Twilight swooped to the smog spewing dragon and placed her horn on her head, restoring her memory.

"What happened to my home? Why am I in Canterlot?" she asked just as another, much bulkier looking dragon came barreling into her. Enraged, she swung her spiny tail for it, knocking it back.

"Please, run away!" Twilight plead, a clasping jaw ripping her beautiful black dress to shreds. "But I don't-" "JUST GO!" Giving one last look back, the dragon stomped off into the valley. Cadence shook her head and zoomed for a beast that had almost made its way into the exposed ballroom, several guards firing with everything they had. Putting her horn to its head, she snapped the dragon out of its mind control, the creature stomping off as well. Just as she was about to return to the fray, Cadence saw a glow of red in the distance.

"Captain!" Cadence called for the newest captain of the royal guards. "Send a squadron to the main gate immediately!" "But the castle is the highest priority-" "THAT'S AN ORDER!" Cadence thundered, the captain saluting and gathering a handful of unicorn and pegasi guards to meet with the other two princesses. Glaring, Cadence shot back for the dragons, shoving Twilight out of the way of a giant burst of fire. Looking over the onslaught, the two could see the guards were fighting valiantly, but it wasn't enough. There were too many dragons. Just then, a burst of smog swirled around the attacking dragons, causing them to hack and wheeze.

"We will not allow you to fight alone!" they heard. Turning, everypony could see the dragons who had come to their senses had come back. "We will repay your selflessness, princesses!" called the purple dragon as he spread his majestic wings. Maybe they did have a chance of saving Canterlot.

The captain's squad dodged a blazing fireball as they charged through Canterlot. They could see the princesses shooting through the attacking dragons, completely taken aback by the occasional disappearance of one or two of the dragons. Just as they made their way through the main gate, they saw Celestia falling to the ground, her armor dented and scarred. Immediately, the unicorns gathered under her and cast their magic, causing her to stop in midair. Shaking her head, Celestia shot up into the night sky once more, striking a much larger dragon with her sharpened horn. It roared out and stomped in place as Luna put her horn to its head, turning into a middle aged pegasus who began to plummet to the ground.

"Guards, tend to the falling ponies and animals!" Celestia called as Luna flew to catch up with another escaping dragon. The guards scattered at her command, diving for the falling animals and ponies, some of them narrowly avoiding the stomping feet of the mindless drakes. Just as it seemed they were clearing out all the dragons, one climbed over the great wall around Canterlot.

"Sister!" Luna called, turning away from an escaping dragon. "The city! Canterlot!" Immediately, the guards shot into the town to wrangle the dragon, leaving Celestia and Luna alone again. Turning, sweating bullets, the two princesses zoomed for more dragons, restoring the last of them. Just as it seemed they would be able to join the guards in the city, more dragons suddenly came up from the waterway, the two shooting at blinding speed for them. These dragons, however, were under the control of Tirek.

"Mind controlled dragons?" Celestia said unamused. "This will be easy, sister." Luna added as they zoomed through the dragons, restoring their minds with little effort. "Surely this cannot be the fullest extent of General Tirek's power?" Luna pondered as the freed dragons began to leave. Just then, the escaped dragon came up behind them and caught them both in a burst of fiery breath, sending them both falling unconscious into the aqueduct.

Twilight and Cadence breathed heavily as they restored the final dragon's mind. The guards cheered as the dragons slowly lumbered off, a small few nodding or thanking the princesses as they left.

"Well, that was fun." Twilight breathed as she sank to the floor. "It's a good thing I came here, huh? Otherwise Canterlot would have been in some serious trouble, hm?" Cadence opened her mouth to agree, but suddenly a blast of fire struck the ballroom floor. Immediately, unicorn guards flaid and cried out in terror as they fell through the massive crater, Twilight, Cadence and the pegasi guards swooping to save them from the fall. Looking up, one final dragon looked over them.

"This one is a pony!" Twilight called. "I can see it in its eyes!" she said, dodging the biting gale of its wings.

"We'll really have to pull some stops to restore it, then, Twilight!" Cadence called. Discord said returning a dragon to pony would not be easy!" "Discord was here- GYAA!" Twilight shrieked as she narrowly dodged a blast of subzero breath.

"This dragon can use both fire and ice breath?" sh gasped. There was no denying this was one powerful beast. Swerving away from its clasping jaws, Twilight and Cadence both flew up and put their horns to the dragon's head, mustering all the narrowly depleted power they could to bring her back to pony form. Even for two alicorns, this would not be something easy to do. Just then, Twilight gasped.

"Zecora!" she called as she saw some of the zebra's memories. Cadence didn't look away. She clung to the flailing dragon's forehead.

"Twilight! Help me!" Cadence called. Immediately Twilight put her horn to the Zecora dragon's head, both Cadence and Twilight feeling faint. Finally, they did it. The dragon's scales melted away, leaving an unconscious Zecora plummeting for the shattered ballroom floor. Twilight and Cadence both flew as fast as they could, hoping they'd be able to catch their friend. Just as it looked as if they would be too late, a white streak shot by, Rarity having just caught Zecora.

"Rarity?" "Great work!" Both the princesses beamed as they saw Rarity carry Zecora to the guards, coming to a landing on the far edge of the chasm, collapsing as they did.

"That was pretty fun..." Twilight breathed, Cadence giving a small laugh at this. They were both exhausted from the whole ordeal, they didn't notice bits of marble falling down around them. When Twilight finally saw a few pieces, she and Cadence both looked up and shrieked as a portion of the castle wall slowly tipped toward them, snapping and falling down a moment later.

"We'll be crushed!" they both called in union, to fatigued to fly off. Just then, a tiny shape flew overhead, both of them staring in total awe as a lone pony torn the giant chunk of marble and stone in half, the giant shards falling down around them. Turning just enough, they saw Shining Armor landing just behind them, covered in scrapes and bruises with a giant, shining sword with a gold and lilac hilt clasped in his mouth.

"Hello ladies." he breathed. "Did I miss the party?"

Celestia and Luna drifted through the Canterlot sewers, both out cold. Just as they were coming to a fall, however, a pony in a heavy traveling cloak caught them in a net and dragged them out of the rushing water, their armor clinking all the while.

"Evening, princesses." he said as he shook his head, the hood flying back off his blue mane, Luna stirring away as Celestia coughed out a mouthful of water.. "Flash Sentry, at your service."

Note from author: I will likely touch up this chapter a bit. Also, I think I should point out, Flash Sentry will not play a big part in this story.

8. A Friend for Life

The whole of Canterlot had gathered around the town square, all eyes to the slightly sacked castle. All four of he princesses, aching and exhausted, looked over the frazzled crowds from the royal balcony. Shining Armor, the regal Harbinger Blade sheathed to his side smiled and nodded to her, Zecora, who had only just come around, nodding as well. Twilight, her ragged gown fluttering in the nighttime breeze, ascended the platform overlooking the town to the roar of the crowds.

"Ponies of Equestria." she said, her voice magically amplified. "I'm sure it comes as no surprise Equestria is still in danger." The crowd was silent at this. "But tonight's endeavors have proven that we are capable of standing together. We are capable of defending our homeland. We are capable of saving all of Equestria!" The dim was deafening. Everypony cheered as Twilight descended the podium, Celestia taking her place.

"This has been quite a night." Twilight said as Celestia gave another speech to the masses. "Looks like we've raised morale in Canterlot, huh, Cadence?"

"That wasn't why you were summoned here, Twilight." Luna said suddenly, the others looking at her as Celestia continued to speak to the crowd. "He warned us that Tirek was sending forces to attack Canterlot... and we knew that if we told you, all your friends would leave Ponyville with you, leaving it unprotected." Twilight opened her mouth to argue, but she knew Luna was right. Rainbow Dash, Fluttershy, Pinkie Pie, they would all have left without a word if Twilight were summoned to defend Canterlot.

"I have an idea." Cadence said suddenly, hoping to change the subject. "Princess Luna, use your voice to unify Canterlot." she said, everypony confused by this except Luna, who looked quite taken aback by this.

"What do you mean-" "Princess Luna is a brilliant songstress, Twilight." Cadence explained. "She was said to have the finest voice in all of Equestria. Please, Princess Luna." Cadence said, turning to the blue pony. "Please sing for everypony. That would fill everypony with hope." Luna shook her head.

"It's been more than 1000 years since I've sang." she said, bowing her head. "It just wouldn't feel right.. I last sang for the first Nightmare Night-" "I'll sing." Everypony turned to Twilight. "Princess Luna, I will sing for you." she added, smiling in the moonlight, her eyes welling slightly.

Rainbow Dash,wearing a rucksack with both her and Applejack's Elements of Harmony packed inside, stood at Sweet Apple Acres with a heavy heart as she saw them return. Granny Smith chatted merrily with little Apple Bloom while Big Macintosh smiled up at young Babs Seed as she climbed up onto his head.

"This song is in dedication," Twilight began, her voice quivering "to a very dear friend... a friend I hope to see again someday."

Rainbow Dash looked at the ground, her insides feeling cold as ice. How could she possibly tell the Apples what happened to Applejack.

"Hey there, Rainbow Dash!" Apple Bloom called, running for the blue unicorn. "Y'all waiting to welcome us back? Where's Applejack?" she asked, looking around excitedly. "Looks like y'all fixed up the farm real good." "So where is Applejack?" Granny smith asked. Just as Rainbow Dash opened her mouth, the ground shook as a lumbering growl came from behind. They all turned to see the orange dragon that was Applejack, stomping into the apple orchard, a burst of fire spurting from her mouth.

"A DRAGON!" Granny Smith called in terror. "Cuz! Let's split!" Babs called as she clung to Big Macintosh, the large red stallion turning. "Cuz! C'mon!" she called back as Apple Bloom slowly walked up beside Rainbow Dash, looking at the rampaging dragon in awe.

"That's Applejack." she said quietly, her voice quivering.

"A friend for life

That's what you are to me"

Twilight's voice rang out over the crowds of Canterlot, everypony listening to her sweet voice.

"A friend for life

That's what you are to me"

"THAT'S MY SISTER!" Apple Bloom cried, tears pouring down her face. She raced for the dragon, diving under Rainbow Dash's sweeping hoof, the other Apples shrieking and calling for her as she charged for the drake.

"APPLE BLOOM! COME BACK!" Rainbow Dash called, racing for the little filly as she continue to cry out bitterly to her transformed sister. Immediately upon seeing the tiny yellow filly, Applejack lowered her gaze to her.

"SIS! IT'S ME! APPLE BLOOM!" she cried. "IT'S ME!" Immediately, the dragon snapped it's jaws for her, Rainbow Dash only just catching the filly and shoving her out of the way.

"Apple Bloom, you need to run!" Rainbow Dash said as she pulled Applejack's Element from her sack. "Please, run-" "THAT'S MY SISTER!" Apple Bloom cried hysterically. "WHAT HAPPENED TO HER!?" "Apple Bloom, go!" she called as Applejack stomped for them both. Shoving Apple Bloom into a stack of baskets, Rainbow Dash jumped high for Applejack's face, holding the Element of Honesty for her.

"Applejack! Come back!" Rainbow Dash called, trying to force the Element on the dragon's scaly head. The beast roared and trashed, trying to tear her once friend from her face, small blasts of fire shooting from her mouth.

"Every friendship is tested

You say you're sincere but it's all unclear now

With a word, everything changes

And just like that, you and I go right back"

With a mighty shake of her head, Applejack sent Rainbow Dash flying from her head, crashing painfully into an apple tree. Wincing at the pain, Rainbow Dash saw Apple Bloom cowering and crying under the baskets.

"Apple Bloom, I said run!" Rainbow Dash spat as the dragon approached them both. Apple Bloom turned just in time to see Rainbow Dash fired several bursts of magic into Applejack's midsection, causing the dragon to roar out in pain.

"STOP!" Apple Bloom shrieked, great tears streaming down her face, not even bothering to ask why Rainbow Dash now had a horn instead of wings. "DON'T HURT MY SISTER!" Apple Bloom charged again for the dragon, screaming and waving her hooves for her transformed sister.

"APPLEJACK! REMEMBER ME! APPLE BLOOM!" she plead at the top of her lungs.

"Apple Bloom! I SAID RUN!" Rainbow Dash called, throwing her hooves around the little filly as Applejack opened her fiery maw. Both the ponies closed their eyes as tight as they could, waiting to be roasted alive.

"When I put my hand out.

And I thought I would fall

You knew what I needed

And you came around to fix it up"

Twilight fell to her knees, crying bitterly as the music continued to play. Just then, Princess Luna stood beside her, smiling down at her, her eyes also filled with tears. Twilight smiled back. Luna was going to sing with her.

Rainbow Dash and Apple Bloom quivered in terror as they both heard Applejack roar and heard a stream of raging fire burst from her mouth... yet they didn't feel the burning spray hit them. They opened their eyes just enough to see a shining barrier surrounding them both.

"If you're quite finished!" a familiar voice called out. The two looked to see Discord holding off the dragon's blazing breath. "We don't have time for this!" he called, his body stretching as he wrapped around Applejack and constricted her. "Hurry! Put her Element on and restore her!" he called as she grappled with the embodiment of chaos. Immediately, Rainbow Dash jumped high and shoved the Element of Harmony on the dragon's head.

"Now! Cast the spell!" Discord called as he continued to hold her in place. Rainbow Dash, quickly donning her own Element, lowered her glowing horn to Applejack's head and began fighting to restore her memories. She knew they would be the key to restoring Applejack to normal. Just as she began to see some of her friend's most cherished memories, they began to fade from her mind, Applejack roaring out as Rainbow Dash fought hard to keep the spell going.

"APPLEJACK! PLEASE! REMEMBER!" Apple Bloom called. Immediately, the dragons stopped thrashing and looked at her younger sister, her scant few returned memories resonating with her little sister's sweet voice. Rainbow Dash had to be quick. Summoning all her might, she restored more and more of Applejack's memories, the dragon growing limp and giving a low growl. Finally, at long last, the dragon collapsed to the ground, her giant orange scales melting away as Applejack lay on the ground of the torn apple orchard, unconscious but fully restored to her original state. Applejack was back, Apple Bloom throwing her hooves around her unconscious sister and crying, Rainbow Dash wiping a tear from her eye as she smiled. She had her best friend back.

Twilight and Luna finished their duet to the roar of the crowds of Canterlot, Twilight collapsing to her knees as she wept quietly. She couldn't understand why, but she felt a great swell of happiness. Some good happened. Something was set right. Smiling, she thought about how she couldn't wait to return to Ponyville.

9. Battle

Fluttershy shuddered and sniffled to herself as she saw a few bursts of fire rise from the direction of Sweet Apple Acres, lighting up the night sky. The dragon Applejack must have returned. If only she weren't so afraid of dragons, Fluttershy would have surely gone to see what the damage was and if she could help her friends. She didn't want to see another dragon ever again. She didn't want to see what Applejack, one of her dearest friends, could possibly do to her or her friends in her transformed state.

Just then she heard a horrid sound. Her ears perking up and her wings spreading instantly, Fluttershy turned to the Everfree Forest, her insides turning to ice.

"Angel Bunny!" she whispered. Nopony Else would have been able to have noticed the rabbit's cry, but Fluttershy had the uncanny ability to communicate with animals. She knew the distinction between their voices as well as any of her pony friends. She could hear his cries growing fainter and fainter. Clearly he was being taken away into the dark Everfree. Feeling a cold shiver as she charged to the edge of Ponyville, she looked around to see if any of her friends were present. Nopony was there. They were all gone, having panicked at the alarm raised at Sweet Apple Acres and gone back to hiding in their homes. She wanted so desperately to go get somepony else to accompany her into the thick woodlands, but Angel gave another shriek, Fluttershy jumping as it echoed. There was no time to lose!

"Angel! I'm coming for you, sweetie!" she whispered in a terrified voice, placing her Element of Harmony, Kindness, around her neck. "Please be okay!" she cried as she made a dash into the pitch black Everfree. Racing through the bramble-ridden woods, she noticed there were no animals at all. Where could they all be? Suddenly, she saw a clearing up ahead, illuminated by a number of great torches, the cries of many many animals filling the air. Bursting through a row of shrubs, Fluttershy looked with an open jaw as all her animal friends were tied to the ground, locked in cages and bound to large steaks. Beavers, birds, frogs, weasels and much much more were struggling in their confinement, all of them clearly terrified and desperate to be free from the tyrant whom imprisoned them. No doubt, Tirek was abducting animals to turn them into dragons, Fluttershy thought. He was creating a bigger army.

"How dare he..." Fluttershy growled, her voice quivering. "How dare that monster steal you all away!? How dare he!?" Furious, Fluttershy began to rip the ropes apart and break the cages to pieces, all the woodland creatures running at blinding speed back into the Everfree Forest as she freed them one after the other. Just as she began to chomp away at the ropes binding Angel and a few other tiny critters to a large steak, however, Fluttershy jumped, turning to see a number of gigantic, spiny scaled dragons tied to the ground as well, literally covered in ropes. Immediately, she froze with fear.

"Please... help us..." a large green dragon wheezed. "We don't want to be his minions..." "Help us, young mare, please." another breathed.

"Who... who did this to y-you?" the yellow pony stammered.

"It was... it was the draconequus." a skinny blue dragon said weakly. It was Discord? Why would he do such a thing? Was he working secretly for Tirek?

"Please, safe us!" the green dragon cried once more, Fluttershy jumping. She was so terrified of dragons. They scared the daylights out of her. Nevertheless, she knew she couldn't leave them there. In a shaking fit, Fluttershy inched closer to the green dragon and began to untie his many ropes. It was a difficult task on account of Fluttershy's shuddering and the intricacy of the knotted ropes. After some time, however, Fluttershy heard footsteps. Fearing the worst, Fluttershy turned to instead see Angel bunny free, a group of the newly freed animals having returned to help her.

"You cuties should run away!" Fluttershy said in protest as they began to swarm the dragons ropes, gnawing and clawing at the bindings. "If the beast Tirek finds you, he'll be furious. You need to hide from him- AHH!" she shrieked as the dragons began to spread their mighty wings and take off into the clear night sky or stomp off into the forest.

"I thank you, young mare," the green one said, nuzzling the terrified pony "for you bravery to save us. Please, be safe from the wicked Tirek." has said as he, too, spread his giant wings and soared to the stars. Fluttershy nodded, smiling. She was still wary of dragons, but she was happy she freed them from the terrible Tirek. Maybe it was the Element she donned that granted her a stronger bravery, but regardless, she saved more than just her woodland friends and a few dragons with her heroic deed. She felt so proud, she almost forgot about Discord's treachery. She needed to warn everypony he couldn't be trusted! Turning, however, she felt her insides turn ice cold once more.

"You insipid bearers of the Elements are far more trouble than you are worth." Tirek hissed, his usual smug smile replaced by a look of fury, his golden eyes glinting for the cowering yellow pony. No matter what her Element granted her, she knew she would never be able to challenge one as powerful as Tirek.

"I think a little punishment is in order, Fluttershy." the general said, licking his chops, drawing Sombra's red horn from inside his back cloak, Fluttershy shrieking as it grew into the broad, red sword again. "I think you should make a good dragon, like Applejack was for me," he said in a sly tone "but I think I'll just kill you instead." Laughing, he raised the sword high, slowly walking over to Fluttershy. Giving a high pitched cry, Fluttershy turned to run away, only for Tirek to shed his black cloak and spread his leathery wings and flew before her, causing her to flop onto her back.

"However, oh however," he taunted in a quiet voice, Fluttershy's eyes welling as she scuffled back slowly "will Equestria ever survive without its vital Element of Kindness- EEEYAAAAAARGGH!"

Tirek fell to his face as a certain minotaur tackled him from behind.

"Iron Will!" Fluttershy cheered, wiping her eyes as she darted up and ran up the muscular self help guru. "Where did you come from?"

"Hold the chat for now, lil' pony." he said, assuming a defensive stance. "I got somepony's clock to clean." Tirek growled as he climbed to his hooves once more.

"You will regret that, Iron Will." the general growled, brandishing his bade. "You die now!" Charging, Tirek brought his sword down at Iron Will, the musclebound minotaur catching in his shimmering hands. Fluttershy's eyes went round as she saw the large, shining blue gauntlets he wore.

"What are those things?" she asked as she stared on, Iron Will tossing Tirek back.

"These things?" he said smugly, not taking his eyes from Tirek. "I got these from ePony when I was vacationing in Canterlot last year." With that, he charged at full speed for Tirek, slamming his elbow hard into the beast's jaw.

"Mythril gauntlets." Tirek growled, wiping his cheek. "You came prepared..." Charging, Tirek began to swing with expert precision for his enemy, the two tussling back and forth, the clang of metal filling the clearing. Spinning, Tirek bucked Iron Will hard in the shoulder, knocking him down to one knee.

"All too easy, Iron Will!" Tirek called, rushing back to his foe and bringing his blade down with all his might. It a blinding flash, the minotaur caught the blade just inches from his face.

"When somepony tries to block," he growled, clearly stronger than Tirek as he slowly pulled him closer "SHOW THEM THAT YOU ROCK!" he roared, tearing the sword away from Tirek and tossing it into the pitch black forest as it returned to a small horn. Tirek had only a moment to gape in awe as it disappeared before Iron Will punched him hard in the face, causing him to buckle.

"Not so tough, now, are ya?" Iron Will taunted as he began to pummel his enemy where he stood. With one final punch, he sent Tirek flying into a tree with a sickening crack, both of them huffing slightly.

"Had enough, Tirek?" Iron Will asked as the centaur-like creature climbed to his hooves once more, a scant few splotches of mud on his black cloak. Tirek, however, let out a few low laughs.

"You are quite a fighter, Iron Will." Tirek said. "You bested me in battle... but only in a battle of strength." he said, summoning the horn as it came flying from the forest. "Now I show you what Iam made of!" As he said this, his sword began to glow. Iron Will quickly put up his hands to block the blade like before, but this time Tirek was forcing him down to his knees.

"Mythril is a fine mineral," Tirek began "able to stand the test of time and remain undamaged after the most savage of blows." Tirek smiled wickedly as he pushed Iron will down further.

"Tirek! Stop!" Fluttershy cried, shivering behind her hooves.

"But it is nothing when faced with magic." Tirek cackled, punching Iron Will in the face, knocking him to his back. Iron Will scuffled up, huffing furiously. With a roar, Iron Will charged once more against Tirek, only for the general to fire a burst of golden energy for him, knocking him back into a tree like Tirek was before.

"Stay right there, Iron Will." Tirek sneered at the motionless minotaur. "I wouldn't want you to miss my next trick."

Cackling, Tirek stepped slowly to Fluttershy, the yellow pegasus shivering. He pointed his glowing blade his cowering prey, laughing like a maniac. Just as a twisting bolt shot from his sword, Fluttershy screamed as Iron Will jumped in front of her, taking the full force of the attack and collapsing to the ground, smoke rising from his scorched body.

"IRON WILL!" Fluttershy cried as Tirek watched them both. "You... you..." "When somepony is your friend..." Iron Will said weakly, giving her a thumbs up. "Rock for them... until the end..." With that, Iron Will's head dropped to the ground, Fluttershy crying loudly over her fallen friend.

"Don't worry, Fluttershy." Tirek sneered, slowly walking toward her, raising his blade as it shined in the moonlight. "You will join him soon." Fluttershy closed her eyes tight as she thought about everything. Applejack being turned into a dragon, Twilight disappearing more and more from Ponyville, Discord's betrayal. It was all too much. Just as she heard Tirek's sword sweep down at her, she suddenly heard a loud clank. Opening her eyes slowly, she could see Rainbow Dash, wearing her Element of Loyalty, holding Tirek's pulsing sword at bay with her glowing horn.

"You knocked him down..." she growled as she stood over Iron Will. "Now let's see you knock me down!" Shoving Tirek back, she charged forward and kicked Tirek in the face, sending him stumbling back.

"You fool." Tirek laughed. "Do you think you are stronger than that insipid Iron Will?" Tirek stretched his hand forward and sent a giant ball of fire for Rainbow Dash, Fluttershy gasping in terror. Standing her ground, she caught the blaze with her horn, buckling slightly as it extinguished, smirking at the general's look of pure confusion.

"The Elements of Harmony can do more than unify to face evil." Rainbow Dash said in a slick voice. "They are powerful weapons meant to protect Equestria and everypony everywhere!" Roaring, Tirek sent more bursts of fire for her, Rainbow Dash flipping gracefully over them. Rainbow Dash turned, expecting Tirek to be furious, but he was laughing.

"You amuse me, little Rainbow Dash." he said, brandishing his sword. "You really think you can take me?" he jeered. "I'm twelve hundred years old-" "You don't look a day over twelve thousand!" Rainbow taunted, Tirek glaring as she spoke. Glowing with power, Tirek began to send bursts of energy for the pony, Rainbow Dash blasting them all into dust wit her horn.

"Gotta do better than that!" the blue unicorn laughed. Charging once more, Tirek raised his word, Rainbow Dash poised and ready for impact, but Tirek instead swung his giant fist for her face, knocking her spinning into the air.

"You leave yourself open!" the best taunted as he fired more beams of energy painfully into her back. "You will die, just like Iron Will!" he said as he seized her by the horn and brought her crashing down into the earth. Fluttershy closed her eyes tight, unable to watch.

"Is that all you have, lamb chops?" Rainbow Dash sneered as she leaped up from the ground and smacked Tirek hard in the face with her front hooves. "You might wanna take me a bit more seriously." she said, aiming her horn for Tirek, a blue aura glowing around it.

"What is it that you are planning now?" Tirek hissed, drawing his sword, still smirking. "I think we both know who will- what the..." Tirek looked to the sky as black clouds rolled in almost instantly, blocking out the moon and stars. Rainbow Dash was using her magic to bring in a storm. "What are you doing?" Tirek asked in confusion as it began to rain on them, his cloak flapping in the wind as the giant torches were extinguished. "What's the significance of- ARGH!" Tirek dove out of the way as a bolt of lightning crashed just inches away from him, Rainbow Dash's Element glowing brilliantly.

"You're not gonna win this one, Tirek!" she spat, charging at full speed and headbutting him in his side as he lay on the ground, the wind kicking up savagely. Tirek roared out in pain as he tumbled away from Rainbow Dash, the blue pony turning to buck him in his face once again. He was furious.

"It's time you die!" Tirek roared out in fury, swinging his blade for Rainbow Dash. The Pony dodge here and there as he swung, a few cleaves nipping at her rainbow-colored mane. Finally, Tirek swung at her with the broad side of the blade, knocking her into the air.

"BURN!" Tirek screeched, breathing fire for Rainbow Dash as she flew through the air. Turning her horn to him, she put up a shield around her, just barely able to hold off the raging fire as Tirek stepped closer to her, the storm growing more and more torrential by the second. Finally, her shield broke and she was covered in dancing flames, squirming on the ground and screaming as the downpour quickly put out the fire.

"Now it ends." Tirek laughed, raising his sword high to cut Rainbow Dash in two. Breathing heavily, narrowing her eyes, Rainbow Dash summoned all her might and brought a bolt of lightning crashing down on Tirek's blade, electrocuting her attacker were he stood. Her vision waning, Rainbow held the lightning in place, Tirek jerking in place as he was seared by the lightning as she got up.

"Get out of Ponyville!" she spat, the lightning finally stopping as she fired a barrage of glowing bolts into Tirek, forcing him back further and further. As he fell down to one knee, breathing heavily, the rain still pouring around them, Rainbow Dash used the last of her strength to summon a whirlwind around Tirek, thrashing him about as he was lifted off the ground,his black cloak torn from his body and his bat-like wings twisting in the wind. Finally, she sent one final bolt of lightning into him, knocking him into a tree with such force he snapped it in half and barreled into the forest.

"And never come back!" Rainbow Dash said savagely and she shook her head, her mane hanging straight in the waning rain. Tirek slowly climbed into view, a deep straight cut on his right cheek.

"You..." he glowered, Rainbow Dash fighting to stay standing. "How did you know to come here?" he wheezed. "I told her." Discord said, slinking into the clearing, Fluttershy and Tirek's eyes widening.

"Discord?" "You-" "You've lost, Tirek." Discord said in a sharp voice. Tirek was flabbergasted.

"You betrayed me-" "I've been double crossing you the whole time, Tirek." Discord said, a slight smirk on his face. "I played you like a violin." he taunted, summoning one to play a rather chipper tune right behind him. Tirek was furious.

"You traitor-" "I loved every minute of it, good general." Discord cheered, giving a mocking salute. "Now, leave Ponyville and my friends... or else." he growled, now glowering at Tirek. The centaur-like beast roared out once more, kicking at the air with his hind legs.

"I WON'T FORGET THIS!" he spat, spreading his leathery wings and taking off into the still cloudy night sky, ranting and howling with anger. "I WILL RETURN!"

Tirek was gone. Ponyville and Canterlot were saved.

10. Intermission

Author's note: I'll be taking a break from the story, but don't worry. I'll be back soon.

Everypony was either achy or dirty as the sun rose in Ponyville. Celestia had an entire garrison sent o Ponyville when she heard Tirek had been sighted, but he was long gone now. She, Luna, Twilight, Cadence, Shining Armor, Rarity, Zecora and Flash Sentry all stood in the square, Rainbow Dash, Fluttershy, Applejack and Pinkie Pie (her mane tangled and curled once more) all beaming.

"So he's going to be alright?" Fluttershy gasped, her eyes quivering. Celestia nodded.

"Iron Will will be just fine if he takes it easy-" "You think some joker like Tirek can take on Iron Will!? Iron Will pities the foo!" he called proudly as he wheeled up to them in a wheelchair.

"I don't know why we are taking in the third person, but okay." Rainbow Dash said, everypony laughing at this. "Now, what is that thing?" Rainbow Dash said as she spied the Harbinger Blade. "It looks pretty cool."

"This is the Harbinger Blade." Shining Armor said as he powered his horn, telekinetically drawing the blade from its sheath. "Tirek stole it and threw it into the Great Roost, but even that couldn't destroy it." he explained.

"So that's why it hardened over." Twilight said, looking the sword over. Shining Armor nodded. "It wasn't easy digging it out, lemme tell you." he said, sheathing it once more. "But Discord was slinky enough to drop a tiny hint-" "He was working as double agent for us-" "And we didn't even know about it-"

"You know how Discord is." Luna said with a small smile. "Even in the face of calamity, he needs to get his kicks."

"I see you were able to decipher me seal." Zecora said as she looked on all the Elements of Harmony. "Tirek stole me away when the truth, I would not reveal." Twilight frowned.

"We're just happy you're okay." Cadence said, putting a wing around the zebra. "But what about you, Applejack?" she said, looking for the orange pony.

"I don' remember much." she said, wracking her mind to remember what happened when she was turned into a dragon. "All I really remember is Discord tyin' me up after I went in the forest an' leavin me for a few days, then settin' me loose when Rainbow Dash an' Apple Bloom an' them showed back up at Sweet Apple Acres." "I guess we should be grateful he really was on our side the whole time." Rarity said stiffly.

"Um, AJ?" came a mare's voice from behind. Everypony turned and quite a few of them gasped as they saw Apple Bloom and Babs Seed, both fully grown mares. "Can you tell Discord to stop messin' with Ponyville awready?" Apple Bloom said.

"He kinda switched us up, y'see?" Babs said as she held two tiny, crying baby ponies for them to see, Diamond Tiara and Silver Spoon regressed to tiny foals.

"I need to stretch my wings and let loose a little chaos." Discord said suddenly, his head poking up from out of the ground, a few of the ponies jumping back in shock. "I've spent almost a month putting on a face and being a lackey to the insufferable Tirek." Discord said as a poorly drawn mask of Tirek's face appeared on his face. "I should expect you all know the importance of R & R, right?" he said, tossing the mask away. Everypony just rolled their eyes.

"Fine, I'll change them back... later." Discord said as he linked back into the ground laughing, Diamond Tiara and Silver Spoon crying and reaching for him.

"Oh well..." Twilight said as she watched the rising sun peak higher over the mountains. "I think we can all be grateful so much more, at least." she said.

Tirek was gone, but he would definitely come back before long. Nevertheless, she was certain they could face him again. She was not afraid of the future any longer, no matter how uncertain it was, now that she knew she and her friends could stand strong through anything.

In loving memory Tiffany "Kiki" Havivey, forever and for always.

11. A Memory

"Mythril... used for the finest of armors... Adamantite... know for the sharpest and strongest of weapons... Orihalcon... a precious mineral that is a strong as one's soul..."

"Still working on that thing, I see."

Starswirl turned to see the Element of Laughter, Discord climb into his tower. It was secluded high in the mountain range that overlooked Equestria, cluttered with artifacts, small mechanisms and many other contraptions, very few ponies even daring to scale it to meet with the distinguished magician.

"What is it this time?" the weathered mage wheezed, slowly walking toward his close friend. "Come to disrupt my studies again?" "Is that any way to treat a dear old friend." the draconequus said, sticking his snake tongue out at the wizard. The two gave the other a sharp glare for a moment or two before bursting into laughter and embracing the other.

"It's been some time, Discord." the elderly stallion said in a hoarse whisper. "What is the world like?"

"You don't get much sunshine, do you, Starswirl?" the Element of Laughter taunted as he curled his long body over the elder pony's shoulder. "That must be quite a weapon, if you're using such powerful materials." he said as he watched Starswirl meticulously combine ingredients. Fire hot enough to mold these metals was not easy to fuel. "You want to rule Equestria or something?" Discord hissed with a smile. Starswirl let out a small chuckle.

"You and your jokes." he said as he slowly walked over to a wrought iron stove. Hot tea was brewing. "I think you should know what it is meant for." he went on, pouring himself a cup. Discord's smile faded.

"The Alicorn Amulet disappeared without a trace." Discord said seriously. "Something like that would not remain hidden for as long as it has been... it's possible it could have destroyed itself, being such a powerful object."

"I considered that." Starswirl said as he slowly returned to his magic fire. "But I can't help thinking something is amiss... something inside me says the Alicorn Amulet is not gone from his world..."

Discord knew Starswirl could be right. It wasn't long after the last great crisis that the Alicorn Amulet appeared mysterious... buried in the snow where the Crystal Empire once stood, far to Equestria's north.

"Strange you say that." Discord said. "Princess Luna claims she has been hearing whispers as of late." "Unsurprising." Starswirl grunted. They both knew how hard she took it when they learned her young pupil, Zerus, was trapped in the Crystal Empire when it faded away. He was likely dead by now, it had been so many years. Luna still missed the young colt dearly.

"So then, what do you think the rest of Equestria will think when they learn of the thing's power?" Discord quickly said, trying to change the subject. Starswirl shook his head.

"I haven't clue... but they know us to be the Elements of Harmony. I think they will not fear the weapon's power." Discord didn't say anything. He hoped Starswirl was right. The ponies of Equestria were so easily swayed. "But enough of that, Discord... tell me..." Starswirl growled, turning, a serious look on his face. "Why did you really come here?" Discord frowned.

"You're dying, aren't you?" he said quietly. Starswirl wheezed and laughed.

"Am I really that translucent?" he said with a smile. Discord folded his arms as his friend spoke. "Yes, you're right... I am not an alicorn after all... come to think of it..." Starswirl said, turning back to his fire. "How is dear Celestia?" he asked. "I would have never thought such an unrefined and barely capable pony would ever be named the Element of Magic." "So you've said time and again." Discord smirked. It was true. Celestia, a young alicorn princess, barely able to preform the most basic of magics, was indeed named the Element of Magic. "Maybe she'll have a strong learning curve." Discord mused. At this, both Discord and Starswirl laughed.

After a moment more of watching his friend, Discord turned to leave.

"Is there something you wanted to tell me, Discord?" Starswirl said without turning. Discord let out a low sigh.

"How long?" Discord said flatly. At this, Starswirl inhaled deeply.

"Ten years... maybe more." he said, Discord huffing.

"You always were a terrible liar... but I suppose that's why you are the Element of Honesty." Starswirl said nothing. He still felt as though he had betrayed Equestria by not telling the truth about the Crystal Empire. "For what it's worth," Discord said, climbing through the giant window. "when you die, I don't think I will ever laugh again... not for the right reason, at least." he said. With that, he glided out of the tower, leaving the weathered old stallion to his work.

12. Invitation

It hadn't been long since Princess Twilight Sparkle and everypony had stood up against the wicked Tirek, having saved Equestria from his clutches and driving him from the land. Everypony had set to rebuilding Equestria, dragons attacks less frequent but still reoccurring nonetheless.

"Careful, Derpy!" Rainbow Dash growled. "Not after what happened to the town hall!"

The blue unicorn, still not yet returned to her initial pegasus form, irritably oversaw the reconstruction of the train station, Derpy Hooves being her only help at the time.

"Sorry, Rainbow Dash." she said in a chipper voice, giving a salute. "I'll be more careful!" Turning, Derpy tripped over an open sectioned door, Rainbow Dash rolling her eyes.

"Why do I even bother." Rainbow Dash groaned, turning back to look at Ponyville. Twilight said that Princess Celestia had invited them to Canterlot for the weekend, but she didn't say why. It was odd. Maybe there was something wrong once again. Maybe Tirek had returned. It didn't bode well with Rainbow Dash. Still, she waited for Twilight and the others to show. Sure enough, after a moment more of waiting, she saw a small crowd on the rise. As they all came closer, however, she saw it wasn't just the other bearers of the Elements of Harmony, but several others as well. Granny Smith and the other Apples, Scootaloo, and Sweetie Belle were all with them.

"Why are they coming?" Rainbow Dash asked in bewilderment, everypony piling onto the platform.

"There's a carnival of some sort." the alicorn princess explained. "My mother and father sent me a message from Canterlot. I guess that's why Princess Celestia wants us to come there."

"Oh... well, alright, then!" Rainbow Dash said with a smile. "Maybe it's to celebrate us showing Tirek who's boss around these parts!" "I wish I could have seen you fight Tirek, Rainbow Dash!" Scootaloo chirped, her tiny wings flapping in a frenzy.

Everypony chatted happily as they piled onto the train. Even Spike was coming with them, unlike before when he had to stay behind and watch the pests hen Twilight and everypony went to the Crystal Empire.

"Canterlot always has the coolest carnivals." he said, stretching out on a seat. "What's this one, Twilight?" he asked as he and the Cutie Mark Crusaders (including Babs Seed, who was still visiting from Manehatten) watched the passing scenery.

"My parent's letter said it was something called the 'Endless Carnival'." Twilight explained, remembering their message. At this, Granny Smith's ears perked up. "Some of my books mentioned it, but I can't remember which ones-"

"M' paw said he met m' maw at the Endless Carnival." Granny Smith suddenly interjected. Everypony turned to her as she smiled. "They said it was unlike anything they ever saw b'fore, nor since." "What was it, Granny?" Apple Bloom piped. "What's it like?" "Dunno." the elderly mare said. "They said it only happens once every hundred years." Sighing, she closed her eyes. "I'm so happy I get to finally see what m' paw an' maw were ll happy about." With that, she fell fast asleep, snoring loudly as everypony either rolled their eyes or chuckled.

"I can't wait for this." Twilight said to herself. "The Endless Carnival... once every one hundred years... it must really be something." she mused.

It was late why the train pulled into the Canterlot station. Twilight and everypony else was confused. If there was supposed to be a carnival, then nothing was set up for it. Stepping out of the boxcar, they saw Celestia, Luna, Shining Armor, and Cadence all waiting for them.

"Greetings, everypony." Celestia said with a bow, everypony kneeling before her. "I'm certain you all have heard of the Endless Carnival by now, yes?" "Yes, Princess." Twilight answered. "We're very excited... but where is the carnival?" she said as she looked on at the town square.

"Rest assured, Princess Twilight Sparkle." Luna said with a smile. "All will be clear in time."

"We're both really excited." Cadence said with a smile. "Princess Celestia sent for us at the Crystal Empire to attend the carnival."

"We almost didn't come, but she insisted." Shining Armor added as they turned to the palace. "She said this was a once in a lifetime event."

"This should e awesome!" Rainbow Dash cheered. "CARNIVAL!" Pinkie Pie shouted with glee. "This must really be somethin'" Applejack smiled. "It would be nice to enjoy some festivities." Rarity agreed, her pegasus wings folded neatly (having traded her horn with Rainbow Dash's wings after an accident). "Thank you so much for bringing us, Twilight." Fluttershy said quietly.

Granny Smith, Big Macintosh and the Crusaders followed close behind, the elder smiling down at the four fillies who hurried about and chatted happily. Twilight smiled. This was really going to be something.

Nopony could sleep a wink that night (except for Granny Smith). They all talked the night away, wondering what this carnival was going to be like. Just then, however, Twilight noticed something odd. On top of the Canterlot clock tower, sat Discord, the reformed embodiment of chaos and disharmony. Careful to slip out undetected, Twilight flew gracefully through the black night for the clock tower where Discord sat, looking troubled.

"Hey... what are you doing here?" Twilight asked innocently. The draconequus only saved his eagle claw for her.

"It's not anything big." he said. "So, there's supposed to be some big function tomorrow, is there not?" he said as he watched the quiet city. Twilight nodded. "I was sealed in stone not long before the first of this 'Endless Carnival'." he explained. "Looks like I'll see what all the hustle and bustle is." he said stretching. Twilight opened her mouth to speak but reconsidered as she saw him float off into the night. She couldn't put her hoof on it, but she was certain something weighed heavily on his mind... maybe it was best if she didn't bother asking. Sighing, Twilight watched the crescent moon. It was very pretty. She wondered just what carnival this could be, and why there still didn't seem to be anything prepared for it. Finally, she spread her wings and glided back to the castle. Everypony was fast asleep. She figured she should join them as she stepped off to her quarters, yawning.

Twilight hadn't gotten much sleep when she and the rest of the her guests were awoken. A strange old stallion in a heavy black cloak with a long, platinum bread slowly strolled to each other their doors and knocked gingerly for them to wake up for the carnival, never speaking a word. Everypony, still half asleep, gathered in the main hall as the elderly pony bowed and left as silently as he came. A number of them were confused as to who he was.

"Good morning, everypony." Celestia beamed, Luna, Shining Armor and Cadence descending another stairway for them. "I suppose you are wondering why you were summoned so early." she said as she came to meet with them.

"The carnival is about to begin at dawn's first light." Luna said, also beaming. Opening the door, the two alicorn princess nodded for everypony else to exit before them. All of them were so excited as they were led to the town square by the elderly cloaked stallion. Stepping around a building, however, they saw nothing was there.

"Uhh... what's going on?" Rainbow Dash asked suspiciously.

"Fret not, young Rainbow Dash." the cloaked pony said in a hoarse, deep whisper. "At dawn's first light, you all will see."

Soon, many many other ponies gathered in the square, all looking sleepy and confused as well, but still eager. Just then, Celestia and Luna both joined the giant crowd, everypony bowing at them.

"Everypony!" they said in union as the sun's rays began to peak over the horizon. "The Endless Carnival begins now!"

The moment they said this, the sun rose up over the city and gigantic colorful rides, attractions, vendors and tents magically appeared in the giant town square, everypony marveling at them. In mere seconds, however, they saw something else far more spectacular. Everypony in the square were now little fillies and colts (with the exception of Celestia, Luna and the cloaked stallion). Everypony gasped in surprise as they looked themselves over.

"Please, everypony." the old stranger said with a bow. "May you enjoy the wonders of the Endless Carnival." With that, giant fireworks lit up in the orange, dawn sky, everypony cheering and flooding the magnificent carnival, Celestia and Luna beaming as they watched everypony enter. However, they could not hear the quiet laugh of the elderly stallion over the loud babbles of the flood of young ponies.

"I eagerly await the chance to... properly... meet with you, Twilight Sparkle." the weathered old pony said as the tiny alicorn princess raced with her friends through the crowds of other ponies.

13. Something Wicked?

"This way, granny!" "I'm not granny anymore, Apple Bloom!" "Big Macintosh-" "You mean Lil' Macintosh." "Eeyup." "Lookit that over there!" "This is amazing!"

As the sun hung high in the sky, everypony was whipped into a frenzy, racing this way and that to get a taste of all the attractions. Twilight, Cadence and Shining Armor both marveled at a gigantic Ferris wheel while Rainbow Dash, Scootaloo, Spike, Applejack and Apple Bloom hurried after a zooming roller coaster, Fluttershy, Rarity and Sweetie Belle shuddering as they watched it race the tracks at high speeds. Apple Smith (formerly Granny Smith), Pinkie Pie and Lil' Macintosh each rushed to a vendor selling various treats and snacks. This carnival just had so much. There wasn't a single moment where they weren't overwhelmed by the many many things the Endless Carnival had to offer.

"Let's ride this next, big bro!" Twilight grinned as the Ferris wheel came to a stop, a plethora of ponies flooding off of it.

"Yeah! I love Ferris wheels!" Cadence cheered happily as Rainbow Dash and her crowd piled onto the roller coaster. Shining Armor sighed as the same cloaked, elderly pony motioned them to enter into the compartment.

"Alright." he sighed. "But only just 'cause you insist." Laughing and jeering, the three climbed into the box as the giant wheel began to turn, giving them a breath-taking view of Canterlot. It all looked so beautiful, countless little colts and fillies racing up and down the streets as they raced to the many many rides and games and such. Twilight clapped her hooves together, her tiny wing flapping wildly.

"This is so much fun!" she cheered, Shining Armor and Cadence both looking out over the rest of the grand city with her. "I wish Flash could be here for this." she said, remembering that Flash was still out field training. Still, as the Ferris wheel turned and turned, she felt so happy and carefree. This was just too good to be true.

Rainbow Dash, Applejack, Apple Bloom and Lil' Macintosh wobbled off the roller coaster, all of them having had the time of their lives.

"Who wants to go again?" Rainbow Dash cheered.

"Eeyup." Applejack said quickly, her face lighting up. "I'll do it again!" Scootaloo cheered. "Me too!" Spike called. Apple Bloom raised her hooves to join in, but Pinkie rushed in a flash for the line.

"I love roller coasters!" she cheered, Apple Bloom tumbling toward a haunted house attraction. Shaking her head, she climbed back up to hurry and join her sister, but something caught her eye. The strange old stallion at the entrance stood completely still, grinning through his long platinum beard, his face still shrouded under his dark cloak. For some reason, Apple Bloom walked closer to him, wanting to know what he wanted.

"You seem like a fine young mare." he said suddenly as she came to him, shuddering at his deep whisper. "Tell me, young mare, would you care for a balloon?" he asked, holding a shiny red balloon, Apple Bloom's eyes following as it floated about slightly.

Fluttershy, Rarity and Sweetie Belle were in total heaven. The carnival had a petting zoo with many many different animals, all of which were very friendly and quickly flooded around the three.

"Aren't you all just the most adorable critters I've ever seen?" Fluttershy mused as she sat on a large bail of hay, stroking a tiny lamb.

"They are just simply the sweetest little animals I've ever seen." Rarity said with a big grin as she stroked a particularly gruff looking goat.

"I love animals." Sweetie Belle cheered, Fluttershy and Rarity noddy and smiling in agreement as she nuzzled a chubby pig which squealed happily.

"Maybe we can get you a Cutie mark in caring for animals!" Rarity said suddenly, her tiny wings flapping all about as the goat trotting off. "Fluttershy can help you." "Really?" Sweetie Belle gasped, her eyes twinkling. Fluttershy, however, looked more nervous than usual. She was just a little filly, not nearly as skilled as before, when she was a full grown mare.

"Well, um..." she stammered, searching for the right words to say. "We... we-"

"Start by singing to them!" Sweetie Belle interjected. "You're so good at singing to animals, so that's the perfect place to start!"

"That's a great idea, Sweetie Belle!" Rarity added with glee. "Try singing, Fluttershy." Almost as soon as Rarity suggested it, Fluttershy felt a swell of confidence. The animals always loved her songs.

"Okay then." the yellow filly said quietly, turning to some grazing sheep. "Just follow my lead." Jittery and excited, Sweetie Belle hurried up to her friend, ready to sing her heart out... until Fluttershy began to coo a calm, mellow tune for the lambs, each of their ears perking up as they listened to her sweet voice and gathered around her. Sweetie Belle, however, folded her hooves.

"No no no!" she said irritably. "Like this!" the unicorn filly said proudly as she began to sing in a loud, bouncy manner, the animals all hurrying over to her as they hopped about to her joyous singing.

"But-but-but-" Fluttershy stammered as the animals began to dance more spastic, hay being torn everywhere. Rarity put her hoof to Fluttershy's shoulder, shaking her head. They both just watched as Sweetie Belle continued to sing with her animal friends.

Finally, after singing for so long with them, the trio walked out of the petting zoo, their spirits still high as the sun had begun to drift slightly to the west.

"That was so much fun." Sweetie Belle sighed as she hurried to keep up with Rarity and Fluttershy as they chatted happily.

"Oh, that looks good!" Fluttershy said quietly as they saw a small vendor, the smell of warm cakes hanging in the air. Rarity squealed with delight as she and Fluttershy hurried for the stand.

"Wait for me!" Sweetie Belle called as she raced after them, only to stop suddenly as she saw the cloaked old stallion watching her from a short distance, holding a shiny red balloon.

"You seem like a fine young mare." he said suddenly as she came to him, shuddering at his deep whisper. "Tell me, young mare, would you care for a balloon?" he asked, holding the balloon for her.

"Those cakes look so good!" Rarity said as she and Fluttershy looked them over. Suddenly, the cloaked stranger they saw before stepped gingerly behind the stand.

"Would you care to sample some, young fillies?" he asked in his deep tone, smiling behind his platinum-colored beard.

"I dunno." Fluttershy said as she looked over the many treats, each of them looking so tasty. "What about you, Sweetie Belle?" she said turning, only to see the little filly was nowhere to be found.

Rainbow Dash, Scootaloo, Spike, Applejack and Pinkie Pie all piled off the roller coaster after riding it again, dizzy and giggling.

"That's was so much fun." Rainbow Dash said slowly, her scruffy mane more of a mess than before. Scootaloo and Pinkie stumbled this way and that as the two tried to support each other while Spike plopped to the ground.

"Where's Apple Bloom?" Applejack suddenly said, noticing her sister was nowhere to be found.

"Aw, she probably went with Granny Smith an' Big Macintosh." Rainbow Dash said, shaking her head. "Let's go see if we can't find them an' see what they're up to."

"Let's surprise them!" Pinkie called suddenly, jumping up and down, Scootaloo flopping to the ground.

"Yeah, let's sneak up on 'em!" Applejack and Rainbow Dash said together. With that, the three were off. "C'mon, Scootaloo!" the young blue unicorn called back to her friend. Scootaloo jumped up, her wings flapping faster and faster, hurrying for her friends as they left Spike unconscious on the ground. Just then, however, she saw something strange. The elderly stallion from before, watching her from a bit away, everypony hurrying by him as if they didn't even notice him.

"You seem like a fine young mare." he said suddenly as she came to him, shuddering at his deep whisper. "Tell me, young mare, would you care for a balloon?" he asked, holding a shiny red balloon, Scootaloo's eyes following as it floated about slightly.

Everypony had gathered in the square as the moon shined bright on the carnival, worried about their friends while the rest of the Canterlot foals played about on the rides and attractions. Twilight could see them up ahead as she, Shining Armor and Cadence left the haunted house.

"This doesn't look good." Shining Armor said cautiously, the trio hurrying to their friends. "What's wrong?" he asked.

"Scootaloo is missing!" "So is Sweetie Belle!" "An' Apple Bloom" they all stammered, Twilight at a loss for words, everypony looking frightened at the thought. Why would they all disappear so suddenly. They were always together all the time, always doing funny things together, always try to get their...

"Wait a minute!" Spike said suddenly, everypony jumping as he finally came to and joined back up with them. "This is Apple Bloom, Scootaloo and Sweetie Belle we're talking about." Nopony said a word. "You know them, they're probably off trying to do some over-the-top things trying to get their Cutie marks. That's probably why we haven't seen them." "That's right, Spike, that's probably where they are." Twilight agreed. Everypony let out a sigh of relief, knowing Spike and Twilight was probably right.

"Even at a fun carnival, Apple Bloom an' them can't give up on getting' their Cutie marks, huh?" Applejack said wiping her brow, Lil' Macintosh nodding.

"Oh, I was just the same as her." Apple Smith said, putting her hooves over their shoulders. Rarity sighed as they watched everypony else play up and down the streets.

"This was just so much fun." she said, Fluttershy and Rainbow Dash nodding with her as the giant clock tower rang out the midnight hour. "I just wish this could last forever." "Me too." Cadence said quickly. "Me three!" Pinkie cheered, everypony chortling as the bell let out its final clang.

"Let's go and see what else there is." Rainbow Dash cheering, everypony agreeing and hurrying with her. "Let's sneak up an' scare those three if we find them!" Spike called, a number of the agreeing with him as well. As Twilight hurried at the head of the crowd, however, the tiny alicorn felt herself lifted from the crowd, everypony stopping to see Princess Celestia using her horn to levitate Twilight.

"Don't worry, everypony." she said. "Just a little something I want to discuss with little Twilight." she said smiling. Everypony bowed to her and hurried back off into the carnival.

"What's the matter, princess?" Twilight said as Celestia slowly lowered Twilight back to the cobblestone street.

"Something is very wrong, Twilight." she said gravely. "The midnight hour has come, and yet while every time before the Endless Carnival has faded away, it now remains here." Twilight didn't say anything.

"Apple Bloom, Scootaloo and Sweetie Belle have also disappeared." Twilight and Luna said, both Twilight and Celestia blinking as the blue alicorn princess glided down to join them. "I'm sure these both are connected."

"But... what can we do?" Twilight asked nervously. Celestia closed her eyes and left out a low exhale.

"We will need to meet with the Gatekeeper." she said. "He will likely know what is happening."

"Who is the Gatekeeper?" Twilight said suddenly.

"That would be me." came a low hoarse whisper. Twilight turned to see the elderly stallion grinning from under his hooded cloak.

14. The gift of Starswirl the Bearded

"We've seen you everywhere tonight."

"Just who are you?"

"Esteemed princesses... I am the Gatekeeper, nothing more, nothing less."

"Why did everypony turn into a child entering here?"

"Well, that would be telling, wouldn't it?"

"Please, tell us what going on, Mr. Gatekeeper." Twilight sputtered nervously. The elderly stallion nodded kindly to the tiny alicorn.

"Young princess." he began in a proper tone. "I am the Gatekeeper. I see all that takes place in the Endless Carnival."

Twilight was going to ask where her friends ere, but just then, she stopped. Maybe it was because she was a little filly, but his words made her feel a sudden chill.

"I've seen you everywhere tonight!" Twilight called. "We all have. Me an' all my friends." She felt more frightened by the thought as she went on. "Just who are you, an' how were you everywhere at once?"

"My little princess." the cloaked stranger said. "That would be telling." Twilight glared, still feeling scared by this strange pony.

"Some questions he will answer and some he will not." Luna told Twilight as the little alicorn looked up to the two princesses.

"He has been here every time the Endless Carnival has arrived and leaves soon after." Celestia added. Twilight turned back to the elderly pony, still unsure of him.

"Do you know why we're still foals?" she asked. The elder slowly gave a deep nod.

"Indeed, I do, young Twilight Sparkle." he said, smiling behind his platinum beard. "It would seem that something must be preformed... some kind of action must take place." Twilight was confused by this. Somepony had to do something for them to change back?

"What about Apple Bloom an' Scootaloo an' Sweetie Belle?" Twilight breathed, not noticing the two regal princesses behind her giving the Gatekeeper a stern, suspicious look. Once again, the Gatekeeper nodded.

"Their absence," he explained "is indeed connected with the rest of the young ponies who have yet to return to their appropriate age."

"What needs to be done?" Twilight breathed, the two princesses almost glaring at him now. "Where are they?" At this, the old unicorn let out a low laugh.

"If you truly wish to know the truth," he said, his horn glowing "you must catch me, little princess."

"Stop right now!" Celestia said as she stomped forward. The elder ran for her as she powered her horn, lowering it to him, but as soon as he came to her, he ran straight through her, as if she were not even there, Celestia whirling around quickly as the three princesses stared in awe.

"I'm quite talented, aren't I?" he said in a low, mocking tone as he stopped and turned to smirk at them from under his hood. "Only Twilight may give chase, princesses. You have but one hour." he warned as he ran off once more.

"H-how did that happen?" Twilight stammered, shuddering. "Is... is he a ghost?" she asked sheepishly. Celestia shook her head.

"I do not know, Twilight, but you must go and find him immediately."

"I fear he may be plotting something, princess." Luna said, narrowing her eyes. "He said only you may follow... we have no choice but to comply." she said apprehensively. "Go now, Princess Twilight Sparkle. You've no time to waste."

Twilight turned back to Princess Celestia, who gave her a nod. She knew she was on her own. Taking a deep breath, she ran off like a shot.

Fluttershy, Pinkie Pie and Apple Smith all rode the grand Ferris wheel near the main plaza of Canterlot. It gave them all a great view of the colorful festivities throughout the great city.

"No wonder we couldn' find Apple Bloom an' them." Apple Smith said flatly. "The whole place is packed with ponies."

"Aw, well, meet back up with them sooner or later." Pinkie grinned as the great wheel turned slowly. "Don't worry granny." "I'm not 'granny' right now, Pinkie." the green filly said slightly irritably. Just as their car began to ascend once more, it shook suddenly, Fluttershy giving a squeak.

"Wha- what was that?" she asked as they heard a loud thud on the roof of their compartment. Before they had a chance to even guess what it was, their car shook once more as Twilight jumped on top of it, her tiny wings flapping fiercely.

"What the- Twilight?" "That's really dangerous!" "Why are you up here?" they all asked as she climbed on top of their car and watched the elder pony smirk at her.

"You really shouldn't disrupt other ponies trying to enjoy the carnival." he said, still smirking at her from under his hood. "It is quite rude." Narrowing her eyes, Twilight inched closer to the edge of her friends' car. She had to time this right as her wings were far too small for her to fly. Making a jump as the cars began to descend, Twilight crashed on top of the compartment the elder stood on, the young ponies inside panicking as it shook violently.

"Careful... little princesses shouldn't be so high up." he grinned, Twilight still unable to see under his dark hood. "It's dangerous." he said as he teleported on top of a fruit stand and hurried off into the crowd once more. Glaring, Twilight powered her horn, but could not teleport. Suddenly it hit her. She remembered she was unskilled with magic when she was a filly. Twilight was at a huge disadvantage. She had only one hour to catch the stranger without magic or flying. She was scared she wasn't going to be able to succeed. Gulping, Twilight leaped off the car as it came lower and splashed into a barrel of water. Sputtering and shaking water from her mane, she climbed out, knocking the barrel over.

"Twilight! What's going on?" Fluttershy called as she shot off once more. Twilight didn't have time to worry about things. She needed to find the Gatekeeper and find out where the Crusaders were. Hurrying, she saw him standing at the bottom of the Canterlot clock tower. Looking at the giant clock face, she saw she only had thirty minutes left!

"Can't you catch me, tiny princess?" he taunted, powering his horn and shooting up a wire, sparks flying from his horn as he went up it up it. Twilight gulped. She would never be able to keep up with him at this rate. "Best to take care and leave, young Twilight Sparkle." he said as he came to a stop on top of a large shop. "It's dangerous for little fillies to play in such high places."

Twilight growled and powered her horn. She couldn't give up! She needed to find her friends! Powering her horn, sweat dripping down her face, she suddenly shot up it as well, sparks dancing from her horn as it clung to the wire. The elder pony laughed.

"Good show, young mare!" he said, giving her a bow. As she came to a stop in front of him, he teleported once more, this time into an opening on the side of the giant clock tower. "Now come in here!" he said as he hurried inside. Staring with her mouth wide open, Twilight looked around. How could she get in there? Just then, she saw the solution, and it made her heart race. Rainbow Dash, Shining Armor and Babs Seed howled with excitement as another roller coaster shot through the town. This was her only chance. Jumping, squealing in terror, Twilight caught the head car of the roller coaster, everypony on board screaming as they saw her.

"Twili!? What are you doing!?" Shining Armor called, his eyes wide.

"You trying to kill yourself!?" Rainbow Dash screeched as the ride rounded a bend, Babs staring with her mouth wide open. Twilight didn't answer as she jumped from the racing roller coaster into the clock tower opening, everypony shrieking as they watched. Her body trembling, Twilight looked at the mass of giant, gleaming gears and cogs as they turned and whirled, feeling faint.

"You are quite persistent, young mare." the elder's voice rang out, although Twilight could not see him. "Meet me at the top. You haven't much time."

Gulping, Twilight jumped onto a turning gear and leaped for another shining fixture, hurrying to avoid being crushed by another giant gear. Looking about as she ran in place, she saw a large chain running vertically to the top of the tower and dove for it, clinging to it with all her might. As she came to the top, she dove for another giant gear and stood in the middle, looking for some way to continue on. Just then, she dove out of the way as a gigantic pendulum swung for her. Watching it swing back and forth (careful to stay out of the way of any of the other crushing cogs), she saw it pass a catwalk. That was her ticket out of this mess. As it came back around, she made a leap for it, clinging to it like before as it swung with great speed. As it swayed back to the catwalk, Twilight jumped for it, barely catching the edge of it and climbing up onto it. Breathing heavy and sweating bullets, Twilight hurried up a spiraling staircase, leading her to the bell tower. This had to be it. Looking around, she saw more stairways, all of them leading to more and more bells. Racing up them, she saw a small opening. This was it. Stepping through, she saw she was on the same vantage point she met with Discord at the night before. He was already waiting for her.

"I'm glad you were able to find me, Princess Twilight Sparkle." he said solemnly. "You are indeed worthy of the title 'Princess of Equestria.'" he said. Twilight glared.

"Why did you want me to chase you!?" She roared. "Where are Apple Bloom an' Scootaloo an' Sweetie Belle!? Why did I have to find you in an hour!?" she demanded.

"Because, young mare," he said "I didn't want you to miss the show."

Before she could ask what he meant by that, loud, cheery music began to play down below. Looking down, her mouth wide open, she saw Apple Bloom, Sweetie Belle and Scootaloo all standing at a giant stage at the base of the Canterlot clock tower.

Apple Bloom took the stage first and sang out;

"Take off, at the speed of sound

Bright lights, colors all around"

Scootaloo hurried beside her, singing proudly;

"I'm running wild, living fast and free

Got no regrets inside of me"

Twilight couldn't believe it. Crowds upon crowds had gathered and cheered as they sang.

Sweetie Belle closed her eyes and smiled as she sang;

"I'm gonna Reach for the Stars

Although they look pretty far

I'm gonna find my own way

And take a chance from today"

Just what was all this? This was where they were the whole time?

"Just a gift for the newly crowned princess." the elder said, smiling under his cloak. "I arranged for them to hide away until the perfect moment and sing an ode to the new Princess Twilight Sparkle."

Twilight turned to him, blinking wildly. She had no idea what to say. This was what he was planning all along?

"Now then," he said, his horn glowing "why not go join them?" Instantly,. A gigantic slide appeared stretching down to the stage the trio sang on. "This song is in your honor after all." he said. Smiling, Twilight leaped onto the slide and shot down, everypony cheering as they saw her, giant fireworks suddenly lighting up the night sky as she rode down, smiling and singing loudly;

"I've got it in my sight

The colors feel so right

Got my feet off the ground

I'll keep on floating."

Just then, the other Ponyville ponies climbed on stage, all beaming up at Twilight as she came down, every last pony in the plaza singing happily;

"Just take my hand

We'll take a chance tonight

Reach for the stars tonight"

Everypony cheered so loudly as the song ended. Just as they finished the song, however, the clock struck one, everypony quickly reverting to their original ages, looking themselves over. The carnival faded quickly after, leaving the plaza empty save for the many murmuring ponies.

Up above them all, the elderly pony smiled down on them from the clock tower. This had been the best carnival yet, he thought to himself.

"I thought I might find you up here."

Whirling around, the old stallion saw Discord, the embodiment of Chaos slinking toward him. This broadened his smile.

"Is that any way to talk to an old friend?" he taunted. Discord only smiled.

"That was just so much fun." "I sang so loud." "Some ponies think it was all just a dream."

The Ponyville ponies all walked together, chatting amongst themselves as the rest of the ponies piled out of Canterlot.

"This wudn't no dream." Granny Smith said as Apple Bloom and Babs nuzzled her sleepily. "This was one of the happiest nights of 'm life." she said, smiling as they made their way to the train.

"I agree." Cadence said. "This was all real... I just know it was." The rest of them nodded.

"It was so much fun... I'm happy we came." Rarity cooed as Sweetie Belle snoozed, riding on her back.

"It's too bad we didn't run into mom an' dad, thought." Shining Armor said. "I think it would've been fun to ride the rides with them, too, eh Twili?"

Twilight nodded. Just then, however, she noticed the elderly pony nodding to those leaving the Canterlot walls.

"It's that old pony from before." Rainbow Dash said, Scootaloo sleeping on her back like Sweetie Belle. "He was everywhere during the carnival." "Now that you mention it..." Pinkie Pie mused.

"Good evening, everypony." he said with a deep bow. "I am happy you all enjoyed the Endless Carnival." Everypony nodded to him as they passed, except for Twilight.

"You all go on ahead." she said. "I'll be right there." Everypony nodded and continued on to the train station, leaving Twilight alone with the stranger. "So why did you have me chase you all around the carnival if you just wanted me to see the show Apple Bloom and them were going to put on?"

"Well, that would be telling, wouldn't it, Princess Twilight Sparkle?" he said in a slick voice, Twilight rolling her eyes. "I can, however, tell you if you truly want to know so badly." Twilight narrowed her eyes at this. Did she really want to know?

"I guess maybe I'll ask you next carnival." she taunted, the elder pony giving a laugh at this.

"Curious, the mind of a child." he said. "Just the kind of answer I'd expect from the pony who succeeded where I could not." he said, making Twilight's mane stand on end.

"Are you saying you are-" was all she said as she turned to see he was nowhere to be found.

15. Fear

"Let she who does battle with dragons take care, lest she thereby suffer a nasty, nasty burn.

And also, should you stare long into a dragon's eyes, you may make him really angry."

Pinkie Pie

It had been some time since Tirek had attacked Equestria. Everpony enjoyed the well earned peace that flourished throughout the land (even with the occasional dragon alert). Times were good once again, but they would not last.

Princess Twilight Sparkle sat reading peacefully in her study, the sunlight pouring in through her window, her wings folded neatly. Spike sat on the steps, cheerfully reading a rousing comic book. It was a nice summer day, everypony enjoying themselves. Just as Twilight began to drift in and out of daydreams, however, Spike grunted loudly and then let out an almighty belch, a roll of parchment plopping into his clawed hand.

"Looks like we've got another message." Spike said. Twilight narrowed her eyes. Every time they received a letter, she was poised for the news, certain they would receive one stating Tirek had returned. Spike looked it over and mumbled to himself. "It's just Shining Armor and Princess Cadence saying they've come for a visit." Spike said. "Your birthday IS coming up, after all, Twilight." the baby dragon smiled. Twilight let out a sigh of relief. With everything that had been happening lately in Equestria, she was shocked she had completely forgotten her birthday.

"Right... they must be really excited." she said, bowing her head slightly.

"It's going to be a lot of fun this year." Spike said, rolling up his comic book. "Now that you're a princess, I'll bet everypony's gonna wanna come and join in the celebration." Twilight didn't say anything. True, she was more content with her new status as a princess, but she wasn't all too keen with the publicity she received. All of the cheering ponies that bowed to her every movement, their constantly watchful eyes expecting her to be refined and graceful every moment. It took her forever to convince Ponyville's denizens to stop referring to her as 'princess'.

Twilight smiled as she waited on the train platform, watching the steam engine Shining Armor and Cadence rode on approach. It would be nice to see them again after they had been away for a while after their last meeting. As a small flock of birds flew by, the train pulled up slowly, hissing loudly as it came to a stop. Stepping slowly to the boxcar, Twilight smiled as the door opened. Just as she began to muse over all the things they could do over their visit, Tirek stepped from inside the car and pulled the red blade from his cloak and held it to the awestruck princess.

"Tirek!? What are you doing here!?" Twilight breathed, glaring. Tirek gave a snort.

"I've come to crush Equestria while you watch, Twilight Sparkle." he said with zest, pointing his sword top her and firing a blazing beam for her.

"NO!" Twilight breathed, rolling from her bed, moonlight flooding the room. This was not the first time she had nightmares similar to this since meeting with Tirek. Shaking her head, she chalked it up to being apprehensive of possibility of Tirek returning.

"Are you afraid, Twilight Sparkle?"

Twilight gave a shriek, turning around to find her bedroom empty, her wings outstretched and stiff. She was certain she just heard somepony whisper in her ear. Was she going mad?

"Twilight? Are you okay?" Spike yawned, stretching from his basket. Rubbing his eyes, he got a cold chill seeing Twilight stare at the empty library. "Twilight, what's wrong?" No response. Shuddering, he climbed from his basket.

"Twilight, you're creeping me out-" he said, tapping her shoulder, causing her to scream and jump, knocking Spike to the floor.

"Spike?" she breathed, shaking and frightened. "I'm so sorry!" she said, helping her dragon assistant up. "Just a bad d-dream," she said, shuddering fiercely "Th-that's right... just- just a bad dream..."

Spike looked at her suspiciously. She was never this frightened by any dream, no matter what it was. He was beginning to grow frightened as well. Watching his friend climb back into bed, Spike climbed under her covers and hugged her tightly.

"Spike?" "Just... had a bad dream too." Spike lied. Twilight smiled and stroked his cheek. "So, what are we gonna do when Shining Armor and Cadence get here, Twilight?" he asked yawning. Twilight let out a low exhale.

"Not much. Probably just hang out and wait for my birthday to come... I'll bet they have some kind of surprise waiting for me." she said, slowly closing her eyes, Spike already asleep. As she slowly drifted back to sleep as well, she couldn't shake the thought that she was certain she heard somepony whisper in her ear.

The morning was brisk and humid. Shining Armor and Cadence were just coming off the train when they were greeted by the other bearers of the Elements of Harmony.

"Hello everypony." Cadence smiled as everypony bowed to her. "Where's my sister?" Shining Armor asked confusedly. Everypony shrugged.

"Twilight didn't show up for some reason." Rainbow Dash said.

"I flew around Ponyville this morning, but saw no trace of her." Rarity said, flapping her wings slightly.

"Hey! Guys!" came a sudden call from down the road. They turned to see Twilight charging for them, Spike cling to her as he rode. Her mane was a mess and she looked as if she hadn't slept well, but she was still smiling as she hurried for them. Just as she came up to the train station, however, Spike belched another note into Twilight's head, causing her to stumble and roll in a heap outside the train station, everypony laughing.

"Sorry about that, Twilight." Spike said, brushing dust off his scales, Cadence helping Twilight up. "That note just came out of nowhere." "I wonder what it says." Applejack said as Rainbow Dash powered her horn and opened the note to read it.

"It's from Princess Luna." Fluttershy said as she read over Rainbow Dash's shoulder.

"All it says is to hurry to the Ponyville Tower!" she said. The crowd wasted no time in hurrying to the grand tower. It stood at the far end of Ponyville, opposite the Everfree Forest, and was an old outpost used to camp out on the border of Equestria. As soon as the came to a stop, they found Princess Celestia and Luna facing down someone in a heavy hooded cloak. There was no doubt in their mind that it was Tirek.

"And here come the rest of our friends." Tirek jeered, everypony coming up to him and glaring. "No welcoming party for an old friend?" he taunted, laughing under his heavy cloak, slowly tilting his head back as the hood slid off to reveal a deep, straight scar across his face from when he encountered Rainbow Dash.

"What do you want, Tirek?" Pinkie Pie spat. Tirek only smirked.

"Silly ponies." he said, never dropping his smirk. "You know what I come for-"

"Enough, Tirek!" Celestia said with a stomp. "You threatened my kingdom and its ponies, kidnapped numerous ponies and cursed them to become dragons," she said, Applejack narrowing her eyes "you sacked my palace and you claim you want the terrible power of the Alicorn Amulet." her horn slightly glowing, Celestia inhaled deeply and stood tall. "Were you a subject of my kingdom, I would see to it you are dealt with properly, but as you are not, I will instead choose to be lenient. You are hereby exiled from Equestria, and should you ever return, you will suffer severe punishment."

"Be grateful, beast," Luna said darkly "for I would not be nearly as merciful as my sister."

Tirek began to laugh at this, everypony glaring.

"You are such fools..." he said. "You truly believe you have a chance against me?" "I'm not forgetting I knocked your teeth in last time, Tirek." Rainbow Dash sneered. Tirek's smile didn't fade, at least not too much.

"Yes, I made the mistake of underestimating you, Rainbow Dash." he said, licking his chops. "I will not make that mistake again." Stretching, he let his cloak slide back off his shoulders, revealing a glinting mythril breastplate and gauntlets. What caught everypony's eye most of all, however, was one of Tirek's arms was pitch black. Muscular like his other, but completely black as night.

"The powers of hatred and fear flood into me, you see?" he said, showing them his arm. "Soon, my power will be tenfold, and you will have no choice but to surrender the Alicorn Amulet." he said, everypony still glowering at him.

"You will soon have far more than just dragons to worry about." he said, stepping away, walking off into the fields. "You have my orders... give me the Alicorn Amulet or Equestria will burn while you watch." With that, he spread his wings and flew off into the sky, nopony sure if they were able to find their voice.

16. The Coming Storm

Shining Armor paced the grand library over and over as he waited for Discord to meet with him, the setting sun over Canterlot flooding through the giant stained glass windows. Anything Discord knew was going to be vital to their fight against Tirek and whatever forces he was going to employ. Walking this way and that, Shining Armor pondered just how much danger Equestria was in. Turning again as he paced the library, he wondered just how much more powerful the forces of hatred and wickedness had made Tirek. Things would not be resolved easily. Turning again, Shining Armor let out a small scream of shock as he found Discord smirking at him as he floated just inches from the stallion's face.

"I was waiting for that." Discord said snidely. Shining Armor glared as he straightened himself up in a dignified manor.

"Must you keep doing that?" he asked irritably. Discord just gave a snort.

"Of course not, Shining Armor." he gloated. "It is purely for my amusement." Shining Armor glared once more. "Now then," Discord went on "you asked to see me about my covert affairs, did you not?" Shining Armor nodded. "Well, I've got pockets of information if you'd be interested." Discord jeered, an over-sized coat literally covered in pouches and pockets appearing over his shoulders.

"What were you able to learn about Tirek's plans wen you were working with him?" Shining Armor asked, unamused by Discord's joking.

"He was very secretive." Discord said, unzipping a pocket, a curly wooden pipe floating out, Discord lighting it and taking a few puffs. "I learned little of what he wants, save that he holds his master in high regard, whoever that is."

"Master?" Shining Armor asked. "What kind of master could somepony like Tirek have?" "I'm not sure." Discord said, stroking his chin as he threw his disappearing coat off. "Thinking on it, though, he utilizes the forces of hatred and fear..."

"That could only mean one pony..." Shining Armor said, hanging his head. "He said he was more than 1200 years old, Rainbow Dash said... he could have easily studies under Sombra if he's that old." "And he also wields Sombra's horn with ease, as well." Discord said. "But then why does he want to Alicorn Amulet when he is clearly very powerful in his own right?"

"He doesn't seem like somepony who would just want more power." Shining Armor said. "Maybe he wants revenge for Sombra... assuming that is who his master was."

"I don't really care about who his master was." Discord huffed, taking another puff from his pipe as he turned his back to Shining Armor. "I'm more interested in what he may want with the Alicorn Amulet... I've seen firsthand the true horrors it can sew."

At this, Shining Armor shuddered as he thought of something terrible.

"Do you think he intends to resurrect Sombra?" the stallion breathed. He wasn't sure, but he could have sworn he saw Discord's eye quiver just a second.

"I... I don't think the amulet is quite that powerful." the former Element said flatly. Shining Armor strongly felt that Discord didn't entirely believe his own words. Figuring he should change subject, Shining Armor walked up beside Discord.

"What exactly is the Alicorn Amulet?" Shining Armor asked. Discord rolled his eyes. "You know what it is-" "I mean what is it really." Shining Armor said. "Where did it come from and what does it really do to ponies who wear it?" Discord sighed at this.

"I can't say where it came from as I don't know myself." he said. "I was discovered by a mining town far up north more than one thousand years ago, but long after we challenged Sombra." Shining Armor hung his head at this... he wasn't sure Discord was telling him everything. "As for what it truly does, however," Discord said, tossing his pipe away as it grew wings and flittered off through the window "I can tell you exactly what it does, but I really don't feel like it." "Are you serious?" Shining Armor called, glaring. Discord, however waved the stallion off. "I say this, because I think it's much better to ask a pony who has actually donned the amulet."

Shining Armor knew exactly who Discord spoke of.

Spike belched up another note, which had been happening often as of late. Looking at it, he saw the seal on it had Shining Armor's cutie mark on it. Twilight had been waiting for word from him after he left in a fluster for Canterlot after their meeting with Tirek. Scooping up the letter, Spike hurried from the library, looking around for Twilight. He wasn't sure where she went, as he wasn't paying attention to her when she left when he was coloring once again.

"Hey, Pinkie Pie!" Spike called, spotting his friend hopping by happily. "Have you seen Twilight?"

"Oh, yeah, she went off with Rarity and Fluttershy to Cloudsdale to see if they could spot anything unusual over Equestria." Spike's jaw dropped. How could he ignore something so important? "I wanted to come with them, but they said no since I can't stand on clouds like they can," Pinkie went on, Spike burying his face in his hands "then I told them I could try out my new flying thingy," she cheered, pulling out a large wooden contraption with large canvas wings, Spike shaking his head as he turned away "but then I remembered I have no idea how to land this thingy," she went on as Spike sighed and lumbered off. Wondering what the letter said, Spike opened up the note, something he usually wouldn't do, but he, too, was very interested in what Shining Armor would have to say. He grew up with Twilight, after all, and Shining Armor was something of a big brother to him, too.

Looking it over as he unrolled it, it ready only one sentence;

'Ask Trixie about the Alicorn Amulet.'

Spike blinked in bewilderment. What was this all about? Considering Tirek had made it clear he was going to go to great lengths to claim the Alicorn Amulet, this was not something he could wait for Twilight to return for. He had to get to Trixie in the Everfree Forest immediately, but he couldn't just go there on his own, and he couldn't ask Pinkie, Applejack or Rainbow Dash because they'd likely give him a hard time for opening up Twilight's mail (well aware she'd likely have an earful ready for him when she returned from Cloudsdale). Just then, he got it.

Trixie had given up on touring the world as a show pony after her last outing unleashed the powers of the Alicorn Amulet. She had been forgiven by the Ponyville ponies, but she still felt guilty about the whole ordeal. She now lived with Zecora, learning magic anew for herself in the Everfree Forest. It was nice and pleasant, the forest around Zecora's hut oddly tranquil compared to the rest of the forest. Learning magic all over again wasn't as bad as she thought it was going to be (Zecora giving her advice on occasion).

It was a warm, humid day, Zecora was out scouting the forest and Trixie tended to their garden.

"Hey there, Trixie."

The blue unicorn nearly jumped out of her skin. Turning quickly, she saw Twilight's beaming dragon assistant with three little fillies.

"What are you four doing out here?" she breathed. "The forest is dangerous for little fillies and dragons to be out on their own."

"That's what we said." Apple Bloom said cautiously. "We usually wouldn't go into the forest." Sweetie Belle added. "But Spike said he had a surefire way for us to finally get our cutie marks." Scootaloo said, giving a glare to the dragon.

"Um... your, uh, dragon escort cutie marks?" Spike stammered.

"Of course, we've been jipped." Scootaloo sighed, folding her wings neatly.

"Hey, I just noticed..." Spike said. "Your wings look fuller." Scootaloo smiled and turned to Spike as he said this.

"Yeah, my wings had a growth spurt, at least that's what my mom says." Scootaloo explained, showing off her considerably larger wings. "Maybe I'll finally be able to fly with these babies." she said proudly.

"If you're all finished," Trixie said irritably "I'm gonna have to take you four back to Ponyville-" "Wait!" Spike said, throwing his arms up in the air. Trixie raised an eyebrow.

"I came here for something important." Spike said, the Crusaders all turning to look at him suspiciously. "I'm sorry I lied." Spike said nervously as he turned suddenly to the trio of fillies. Their faces showed all too well they were not impressed at all with him.

"A-anyway!" Spike sputtered, turning back to the equally unimpressed looking Trixie. "Um, I got a message from Canterlot... they want us to ask you about the Alicorn Amulet." Immediately, Trixie's face changed from a scowl to a nervous look of confusion.

"Inside, hurry." Trixie said sharply, motioning the three to enter the hut with her. Following, the Crusaders wondered what exactly was going on, but Spike knew well why she was being so cryptic. They couldn't allow Tirek to overhear them if he were nearby.

"Why do you need to know about that... that thing?" Trixie asked just as sharply as before. Spike bowed his head.

"Tirek, a real bad guy," Spike explained "is trying to hurt everypony in Equestria. He really wants to Alicorn Amulet." Spike said, the trio of fillies looking on as they felt a slight swell of fear sweep through them. Trixie closed her eyes.

"It was hard for me..." she said quietly. "I pretty much dug my own grave... I was really desperate." she said, Spike frowning. She clearly spoke of after she ran away from Ponyville after proving herself to be a fraud. "I ran as far away from Ponyville as I could but I still was mocked and ridiculed for everything I lied about... I was about to just suck it up and admit how wrong I was..." she said, her voice trailing off. "But then... IT happened..."

"What?" Spike asked, the Crusaders jumping as he spoke up. "What happened?" Trixie was clearly having a hard time bringing up these memories.

"I heard a whisper in the middle of the night." Trixie said quietly, her voice quivering slightly. "I heard somepony ask me if I 'was afraid'... and it kept happening... eventually night after night." she said, shaking as she thought back to it, Spike and the girls all feeling frightened by her words.

"After that," she went on "the voice began to talk more with me... and it told me to look for the Alicorn Amulet... it told me where it was... it told me it would get me everything back." she said,her voice quivering. "I went to so many different lands looking for it before I finally got to it." she explained. "I spent every last bit I had on it and the moment I put it on... I changed..." Trixie bowed her head, shaking fiercely. Scootaloo sniffled as her story came to an end, Sweetie Belle putting her hoof around her friend as Apple Bloom shook as well.

"I should take you four home." Trixie said, Spike nodding quietly. He wished he had waited until Twilight came back. He wished she had come here instead.

As the four left with the young unicorn, they weren't aware of how much they had grown just from hearing Trixie's chilling story.

"I hope Twili writes back soon." Shining Armor said, a small crowd of guards passing by out the library doors. "So... what do you think he is intending to do?" he asked Discord, the latter drinking a tall glass of ale.

"I think he may just intend to do what you theorized, Shining Armor." he said. "He maybe trying to resurrect Lord Sombra."

"I thought you said he might not be able to do that." Shining Armor said quickly. Discord took another deep gulp from his glass.

"I said I don't think he would be able to." Discord responded flatly. "I didn't say Tirek doesn't think the Alicorn Amulet could be used to resurrect somepony."

Immediately, the library doors slammed open, Princess Luna's eyes narrowed.

"We should move to find Tirek at once." she said sharply. "I say our goal is to meet with him!" she added before turning to leave before Shining Armor or Discord could respond.

"I'm guessing she heard us." Discord said as he finished his drink. "I suppose she must believe the amulet can restore ponies to life, too."he said, Shining Armor bowing slightly, frowning. He hoped they were wrong. He hoped they wouldn't have to face Tirek once again.

As Discord and Shining Armor pondered these things together, Princess Luna had made her way to the crystal caverns below Canterlot, where she stared at the Alicorn Amulet, stored away in secrecy, not blinking once.

17. Where it all Began

Starswirl the Bearded stood on a spire in the black night of Canterlot. It was a cool spring night. A swift wind blew at his heavy blue cloak, his graying brown beard whipping by. He stared down a young stallion who stood on a spire opposite to him dressed in an identical black cloak. He felt a flame of rage grow inside him just by looking at the youth.

"So it's you, is it?" he spat. "Sombra, the pirate king?"

"Father," Sombra said in a haughty voice "why do you speak with such contempt in your voice?" Starswirl glared at his opponent's prideful response.

"You have not been my son since you abandoned your home and became a criminal, Sombra." Starswirl growled. "Pillaging and terrorizing the seas, and for what?"

"I was no longer your son," Sombra said sharply, raising his voice "when you took those two under your tutelage... when you began to love them more than me."

"Don't start that again!" Starswirl roared, clouds slowly gliding through the night sky, passing by the moon, briefly shadowing the two. "I never chose anypony over you... I loved you, Sombra... but you just craved power..." Starswirl lowered his head, feeling sorrow inside. "What is it you have returned for?" he asked. Sombra let out a low laugh.

"I am no longer king of the pirates, father." Sombra said proudly. "I have chosen to crown myself king of hatred and fear-" "Dare you!?"

Starswirl glared at the black cloak before him. "Why say such a thing? Why would you embrace such horrid capabilities? What is your endgame, Sombra?"

"I will unleash Cataclysm-" "YOU CANNOT BE THAT MAD!"

Starswirl stared with wide eyes after what his child had said. "You cannot dare be serious, Sombra! No good can come of unleashing Cataclysm!"

"That is where you are wrong, father." Sombra said as he shot with great speed for the aging pony. Starswirl jumped high, Sombra landing on top of an archway. Turning, his horn growing sharp, he watched as Starswirl slowly descended to balcony. He could tell his father was looking at him from under his hooded cloak.

"Leave this place now, Sombra." Starswirl said narrowing his eyes. "I will run you through."

"Would Canterlot's benevolent ruler Starswirl really do such a thing?" Sombra taunted. Starswirl leaped from his balcony, crossing horns with Sombra as his grew sharp as well.

"Do not taunt me!" Starswirl spat. The two tussled back and forth. Starswirl felt an icy chill run up his spine as he stared into Sombra's hazel eyes, completely full of blood lust. Losing strength, Starswirl shoved Sombra back with all his might, his son falling over the edge of the archway, landing on is hooves as his cloak flipped off, revealing his chestnut body identical to his father's. Starswirl looked over the ledge in bewilderment as Sombra laughed darkly up at him.

"Is that all, father-" Sombra said, leaping out of the way as Starswirl fired a powerful burst of energy for him, a small crater left in the ground.

"Your magic is still nothing to mine, boy." Starswirl growled. "I will not tell you to leave again... I will kill you." Sombra huffed and shook his head.

"Do you think that was the fullest extent of the glorious power hatred yields?" Sombra said in a proud voice. "Now we fight for real, father." Starswirl watched in fear as Sombra's chestnut coat turned to dark, steely gray, his eyes turning blood red and long fangs stretching from his mouth. Grinning at the terrified look on Starswirl's face, green flames began to dance from his eyes.

"You look surprised, father." he said with relish. Starswirl could tell Sombra's magic had increased more than tenfold just by looking at him. This wasn't good. There would be no way he could possibly hold off Sombra for long by himself. Before he could think on it any longer, however, Sombra powered his horn, a gigantic black crystal stretching out from the ground, ascending to meet with his father.

"You look frightened, master Starswirl the Bearded."

Starswirl glared and charged forward, his head bowed and his sharpened horn outstretched, but Sombra was quick. Powering his horn lazily, a chunk of black crystal shot out of his foothold, Starswirl crashing into it painfully.

"You're nothing, father. I've outgrown you, and tonight will show that to all of Equestria.-" "Silence!" Starswirl called as he cast a powerful spell at Sombra, the latter casting a dome of black crystal around himself, but this didn't work. The dome was shattered and Sombra took the full force of his father's attack, falling backward off his giant black crystal pedestal, summoning another to catch him just before he hit the ground. Starswirl knew that was a lucky hit. There was no way he would get a chance like hat again. Lunging, Starswirl leaped off the black crystal mount and fired several times at Sombra, the younger pony easily deflecting each shot. Bowing his head once more, Starswirl shot for his son, but was sent flying as Sombra opened his mouth and breathed white hot flames all over his opponent. Starswirl rived and squirmed as he extinguished the flames on his body, Sombra cackling as he stepped closer.

"I think I've proven myself the better, father." Sombra sneered. "Now you die." he said with a smirk, his horn growing sharp once more, Starswirl smirking back. "What do you find funny, father?" he asked just as a blast shot down next to him. Turning, Sombra dove out of the way as two ponies fired powerful magic at him. Flying down, the two alicorns under Starswirl's tutelage stared down Sombra the same way they did years before.

"Ah, my two friends." Sombra sneered as they glared at him. "How long has it been?"

"That's enough from you!" thundered Luna, they younger of the two. Stepping forward, a breeze floating by in her shortly cropped blue mane, Sombra licked his chops as he saw her for the first time since his departure.

"You look great, Luna... much prettier than I remember-"

"I said silence, Sombra!" Luna snapped. "Sister!" she called back to her elder. Celestia stepped up behind her, her long pink mane draped around her shoulder.

"And dear Celestia." Sombra taunted. "Are you still tagging along behind your little sister?" Celestia glared silently from behind Luna.

"Leave now, Sombra." Starswirl said as he approached the three. "We will not show you mercy. This is your last chance-" Starswirl and his two scholars dove out of the way as Sombra powered his horn and sent needle-sharp black crystals for the three of them, the shard sinking deep into the walls around them.

"Master! Catch!"

Starswirl looked up just in time to see Luna fling an adorned saber for him, Starswirl catching in his mouth and leaping for a swing at Sombra, the latter powering his horn, drawing his glinting cutlass as he parried. The two glared, their jaws clasped on their blades, sparks dancing as they tried to force the other back. Finally, Sombra rolled to the side, Starswirl stumbling as his blade fell from his mouth. Raising his head high to deal a killing blow, Sombra was sent tumbling away as Celestia fired on him, his blade sinking into the cobblestone street. Thinking desperately, Celestia powered her horn and pulled Sombra's cutlass from the street and flung it for him, Sombra easily countering with his horn.

"Foolish Celestia, you haven't changed a bit." he taunted as Celestia commanded the blade to swing more frenzied for the stallion. "You can't fight steel with magic. It just won't work." he jeered, powering his own horn and tearing his blade from her ethereal grip. Clasping it in his mouth once more, he charged for the white alicorn, Luna casting a bolt of lightning for him which he easily struck down with his weapon. In a flash, Luna charged in front of Celestia and blocked Sombra's weapon with her horn, but she was growing weak. He was far too strong. Tears welling in her eyes, she could feel her horn snapping as he pressed on. It was agonizing. Rushing, Starswirl headbutted Sombra from the side, a light cut left in the young stallion's flank from his father's sharp horn. As Luna sank to her knees, Celestia rose and stood beside Starswirl, neither of them blinking once as they stared Sombra down. He didn't scowl, but rather gave a small smile.

"I will take my leave now-" "I think not, Sombra!" Celestia spat. "You will not get away with what you've done tonight-"

"That is where you are wrong, Celestia." Sombra interjected, giving his trademark wicked smile. "You will choose... me, or Canterlot." Before anypony could move, Sombra opened him fanged mouth and breathed dancing flames all over Canterlot. Starswirl charged for Sombra as Celestia and Luna (the latter straining to get up) powered their horns to cast water over the fires. Starswirl ran as fast as he could, but Sombra was slowly losing him. His old age was catching up to him. Before he could give chase any longer, Sombra turned and cast a giant shield of black crystal between him and the old mage. Starswirl chipped away slowly at the thick sheet of black crystal, Sombra cackling as he escaped.

It was pandemonium in the square. Everypony ran from their homes in terror as Canterlot lit up the night sky in a blaze. Celestia and Luna fought furiously to extinguish the fires, but the flames were clearly powered by the wickedness Sombra commanded. Taking cover under the archway as they sent torrents of water over the houses and buildings, more and more flames shot up. Celestia was not as skilled in magic as her sister, and Luna's magic hampered from her injury. Canterlot was in real danger. Finally, the two heard the clopping of hooves as their mentor returned, knowing he had no way of both catching Sombra and saving Canterlot. It was their home and he needed to defend it. As he finally caught up with the two, he quickly cast a powerful twisting ind, neither of the two sisters needing to ask him what his plan was. Everypony stared in awe as the two alicorns sent their magic torrents of water spiraling and twisting into Starswirl's twister. Powering his horn, the two sisters using their magic to help maintain the twisting wind flow, Starswirl rose his floating maelstrom higher and higher in the predawn sky, finally sending a shining blue bolt of magic into it, causing it to burst into a furious rainstorm, the fires extinguishing in the downpour. Everypony old and young cheered for their powerful protectors, Luna sinking to her knees again as she winced at her chipped horn.

"Are you well, Luna?" Celestia asked as she looked her sister over. Luna nodded slowly.

"It shouldn't be difficult at all to restore your horn, Luna." Starswirl said as he peered closely at her horn. "You were quite reckless to try and counter Sombra without a weapon."

"Yes Master Starswirl." Luna said with a bow. "It was foolish of me."

"Worry not, Luna." Starswirl went on as the rising sun slowly peaked through the parting rain clouds. "We managed to save Canterlot from Sombra, and that is all that matters."

"What do you think he came back for?" Celestia pondered. Before Starswirl could explain to them, they looked up to see the archway crumble, bricks and mortar falling for them. Just as Starswirl powered his horn to shield them, the trio felt themselves sent flying out of the way, tumbling into the square as everypony stared in awe, not at the three magi, but at a tiny unicorn colt who stared in awe with his shining green eyes.

"Young colt. Come here, sir." Starswirl commanded promptly. The colt, shaking nervously, stepped forward. He was quite small, barely older than six or seven, had a coat of dark purple and a shiny brown mane tied back in a ponytail. He had no Cutie Mark "Did you do that just now? Did you save us?"

The colt shook like a leaf and nodded slowly, his parents looking on in shock with the rest of the square. Starswirl smiled beneath his graying beard at the youth.

"Tell me, lad... would you be interested in become an apprentice?"

"M-me, M-Master Starswirl?" he stammered. Starswirl nodded.

"You seem quite talented." Starswirl went on. "I think you are meant to do great things."

"Really, Master Starswirl?" the young colt said in awe. "You want to take me on as your pupil?"

"Of course not." Starswirl said. "I think young mistress Luna should." All three ponies around the elderly magician blinked in confusion.

"Why me, master?" Luna asked, Celestia unsure if she could find her voice.

"Because of that." the old unicorn said as he motioned to the young colt's flank, a Cutie Mark appearing on it before their eyes. It was of a wisp of black clouds dotted with stars, a neatly rolled piece of parchment stamped with a crescent-moon seal. Luna knew it was the exact same seal on her collar.

"Tell me," Luna said as she stepped closer to the awestruck colt "would you be interested in becoming my pupil?" The little pony stared at her for a moment before he nodded slowly. Everypony in the square cheered, Starswirl and Celestia beaming at the two.

Luna and her new pupil stood in her private study of Starswirl's spire. Turning, inhaling deeply, she looked straight into the young colt's gleaming green eyes.

"I will say this now," Luna said in a dignified voice "I expect nothing short of satisfaction from you, young colt. I expect you to go above and beyond in all your endeavors. I expect you to do any and all things I command you to."

"Yes Lady Luna!" the colt said proudly, bowing.

"Very well." Luna said as she cast a spell, a golden brooch appearing before the two as she levitated a small black cloak and pinned it around his neck. "First, tell me your name."

"Yes, milady. It is Zerus."

18. Confirmation

Several Days Earlier...

Twilight Sparkle looked out over the land from the Cloudsdale observatory. It was amazing. From the gargantuan telescope, she could see everything. Far out in the distance was Appleoosa, Canterlot glinted in the sunset and the lights of Manehatten were slowly starting to blink on one by one. Nevertheless, she saw nothing unusual (given the recent circumstances). Dragons flew in a frenzy over the now inactive Great Roost, and she knew it was only a matter of time before they dispersed over Equestria as more dragons came to the Great Roost to repeat the same process. Turning her sights to the edge of Equestria, she skimmed out over the barren plains known simply as the 'Badlands'. Still, she saw nothing.

"That is where Tirek's kind come from." one pegasus said, Twilight turning quickly to face him. "They are a secretive race called the baphotaur."

"Do you think we could investigate them?" she asked as she tuned back to look upon the Badlands.

"Unlikely, milady." the stallion explained. "They are a nomadic clan, and finding them out in the savage Badlands would prove most difficult." Twilight nodded. If they were going to take any action, she thought, it must be something quick and effective. She nodded silently to the pegasus and started for the doors to the observatory, slowly descending the steps as Rarity waited at the bottom for her.

"Were you able to discover anything, Twilight?" she asked. Twilight sighed, her friend understanding right away.

"It doesn't look like we have any leads to Tirek or anything new he might be trying." the alicorn princess explained. "I think all we can do is go home and wait to see if something new happens."

Just as they came to the drop-off point, they covered their heads as a giant gust of wind blew at them. Looking up, they saw a giant shape coming for them. Rushing back, they watched as a grand airship descended to the drop-off. It was gigantic, well maintained, the wooden structure shining in the newly setting sun, large cannons dotting the sides with many different sized propellers, the numerous small propellers still spinning quickly as the larger ones slowing down to almost a stand still as the ship bobbed up and down, floating next to the clouds. The side read 'ENTOURAGE' on the side. As the side hatch slowly slid open, several gruff looking pegasi marched out, followed by...

"Flash Sentry?" Twilight gasped. The pony, however, looked taken aback.

"Flash Sentry? No, your highness, Flash Sentry is my younger brother." the mare did look exactly like him, with an orange coat and a long, spiky blue mane, only she was also dressed in a red vest.

"I am Captain Starlight, milady, at your service." she said in a proper voice as her courtship bowed with her. "I humbly request that I be your personal bodyguard, your highness."

"What?" Twilight said, blinking. "Bodyguard, for what?" "Milady-" Starlight began in her proper tone, only for Twilight to wave her off.

"At ease, captain," the princess said "there's no need for formalities."

"Yes ma'am." Starlight responded. "Word in Canterlot castle is that Tirek has returned. As I understand, this information has been kept secret from all but a small few." Twilight eyed her suspiciously. "Princess, I helped to defend Canterlot from the swarm of dragons. If Tirek has truly returned, I think he will bring more than just dragons to bear, just like Princess Celestia and Princess Luna said." Twilight couldn't argue with this. Tirek definitely did seem to be as bad as his word.

"I appreciate the offer, captain," Twilight said with a bow "but I politely decline. There is no need for you to endanger yourself on my behalf." Starlight maintained her solid stare.

"I understand, your highness." she said slowly, bowing. "If it's all the same to you, at least let me escort you to Canterlot. Princess Celestia wishes to meet with you." Twilight looked at the airship. It had been years since she rode on a proper airship. Smiling, she nodded. "Step this way, your highness." Starlight said, motioning Twilight to follow (Rarity blushing as a pegasus escorted her on board). The ship was large and stocked with gunpowder and cannon balls where they just entered. Following Starlight silently, they passed what resembled a giant iron safe door. Twilight figured it was the engine room where they powered the propellers. Trotting up a long flight of stairs, Twilight and her company made their way to the deck of the airship. Upon surfacing, all pegasus troops bowed to Twilight.

"At ease." she called, feeling more confident with her status as a princess. Everypony returned to their tasks as she and Rarity followed Starlight up to the bridge, a stallion with a neat, black goatee and neatly combed mane wearing an identical red vest saluting with his wing as the met him at the wheel.

"Number One, take us out." Starlight said proudly. The stallion saluted once more and turned to the wheel, pulling a lever and punching a couple buttons on podium beside the wheel. Twilight remembered from her studies this signaled those working in the engine room of the airship. Sure enough, they all heard the engine roar below deck and watched as the propellers began to spin faster and faster, the ship rising away from Cloudsdale. The rush of sailing through the sky was nothing short of (Twilight could think of no other word) magical. They zoomed past flocks of birds, shot by clouds, it was all so amazing. Twilight and Rarity gaped in awe at the tiny ground beneath them.

"We will be in Canterlot in less than an hour." Starlight's first officer said as he stood at attention.

"No need to be so formal, sir." Twilight said, giving him a nod, Rarity taking to a telescope, spying the passing land. "So,why does Princess Celestia want to see me?" she asked, her mane whipping about in the wind.

"She didn't say, milady." Starlight explained. "There has been talk of searching Equestria for signs of Tirek."

"I wonder what she could want me to-" "WHAT IS THAT!?"

The three turned to see Rarity staring in total awe at whatever it was she saw in the spyglass. Starlight pulled a pair of binoculars from the podium while Rarity let Twilight look through the telescope. What the two saw was unlike anything they had ever seen before. It was a giant hulking creature, standing on two small legs and had enormous claw-like arms. It's body was gargantuan, yet it had no head. Twilight knew it was a kind of golem.

Golems (which she briefly studied as a filly) were mostly mindless creatures who were created through magical means to do others bidding, though natural golems did exist in the deepest forests and most treacherous of mountains. This one, however, was clearly created from magic. As it glinted in the sunlight, Twilight still watching it, she thought it must have been made of some kind of metal.

"It's a golem." Twilight said sharply as she spied it. "It's not natural, either. Someone made it."

"A what?" "Golem?" "I thought those were a myth."

Twilight ignored the stammering of her company as she watched the glimmering golem advance through the fields straight toward...

"PONYVILLE!" she called. "It's gonna attack!" Before anypony could say another word, Twilight spread her wings and shot down for the beast, her face burning with rage as everypony on the airship called for her. Zooming faster, her eyes stinging, Twilight flapped her wings as she came to a stop before the creature, staring in awe. It wasn't made of metal. It was made of black crystal, just like in Luna's story of the Crystal Empire. The creature turned to Twilight and, although it had no head or eyes, she could tell it was looking right at her. Lunging forward, her head lowered, Twilight jumped right past thee mammoth brute as it quickly side-stepped her. It was shockingly fast for its size. Turning back to it, Twilight was knocked senseless by it's gigantic claw, flying several feet away from it. Dazed and wobbling, the alicorn princess turned to see the creature hold its arms above its head and put them together, forming a jagged looking maul. Shrieking, Twilight flew into the sky as it brought it's great weapon down into the earth, dirt and grass flying everywhere. Flapping her wings, feeling her heart pounding, Twilight lowered her head once more and fired a burst of magic for the monster, only for it to bounce right of 's glimmering body. This was not good.

Just as she was about to fire again, the golem fell to the ground, it's arms dividing into claws once more. Twilight watched as Rainbow Dash jumped back from the squirming beast, having torn its stubby legs off with her sharpened horn, her Element of Harmony glowing around her neck.

"Finish it off, princess!" the blue pony said proudly, tossing Twilight her magic crown. Placing her Element on her head, Twilight felt her fury wane and her mind become clear. Lowering her head once more, she fired a grand bolt of lavender light for the beast, shattering it into pieces as it exploded, the black shard shining in the noonday sun.

Shining Armor paced the study of Canterlot as Discord puffed on his pipe.

"This doesn't make any sense." the stallion said irritably. "Twilight should have been here by now."

"You worry too much, boy." Discord said smugly. "You see me? I'm not stressed because I always smile." Shining Armor raised an eyebrow at him. Just as he was about to turn back to the window (Discord polishing his tooth in a tiny makeup mirror), Celestia burst through the doors to the library, Shining Armor jumping as Discord's tooth popped off as he jumped as well, leaping to the floor, scattering about the for his bouncing fang.

"Your highness!" Shining Armor said quickly, bowing as Discord grumbled under his breath, slipping his eagle claw under a desk for his tooth.

"Send for Princess Cadence immediately!" Celestia said sharply, her eyes narrowed. "Discord, wait in the room of royal relics." the princess said as the former Element of Harmony fitted his tooth back into place.

"Room of royal relics?" he asked, raising an eyebrow (which then went on to float from his face). "Is that some sort of joke?"

"Go now, Discord." she said in her sharp tone, not phased by his antics (as he licked his scruffy eyebrow and stuck it back above his eye). As he slinked away with a smug look on his face, Celestia turned to the window, a scroll Twilight sent her from Ponyville.

It was nearing midnight as everypony assembled in the hall of Canterlot's most valuable relics. Rarity looked about all of them in a joyous trance. Everypony else, however, stood and waited. The bearers of the Elements of Harmony had all come to Canterlot, Captain Starlight standing with them (Twilight having reconsidered her proposal), Princess Cadence and Prince Shining Armor both staring out the window at the calm night, and Discord fast asleep as he reclined on a priceless sculpture of Starswirl the Bearded. Finally, Celestia and Luna both entered the hall, having donned their gallant armor, a sword slung to each of their belts. Everypony bowed to them (Rarity joining with the group once more) as them came to a stop before them.

"There is no denying, everypony." Luna said at once, Discord snorting as he awoke. "Tirek's master was none other than the wicked King Sombra." Nopony said a word. Celestia inhaled deeply as she stepped forward.

"Everypony," she began "while we cannot say for certain that this is what our foe intends to do, nor if such a feat is possible... we believe Tirek wishes to acquire the Alicorn Amulet and use it to revive King Sombra." Not one of them could find their voice. Not even Discord.

"It is imperative we spread out and scout Equestria ourselves." Luna announced, a couple of them looking taken aback by this.

"But why not just dispatch our forces, princess?" Shining Armor asked. "Wouldn't that prove enough?"

"No, Prince Shining Armor." Celestia said darkly. "Already, our forces are scouring the borders... but I fear they will not be enough... they have been dispatched mostly to raise an alarm should they spot forces entering Equestria... while we must search for the demons inside the walls." Once more, they looked quite taken aback by this.

"We are both certain Tirek and his forces are within the borders of Equestria." Luna explained. "We must find him immediately and end his regime once and for all. Forever and for always." Shining Armor opened his mouth to argue but turned back to his wife. She shook her head and he knew she was right. He turned to his sister who nodded as well.

"What is our plan of action, princesses?" Shining Armor asked as he powered his horn, putting his grand helmet on, Celestia stepping forward.

"Princess Twilight Sparkle and I will leave for the eastern peaks-" "I will accompany you, milady."

Celestia turned to Starlight as she stepped forward, standing at attention.

"Milday Princess Twilight Sparkle has appointed me her bodyguard." she said, not blinking once. "I respectfully insist I accompany you both to the eastern peaks." Celestia said nothing as she looked straight into Starlight's eyes.

"Very well, captain." Celestia said, not blinking either. "Ready your airship immediately after we finish our plan of action." "Yes, milady!" Starlight called, saluting with her wing as she turned to stand next to Twilight once more, the young princess looking upon her companion with concern.

"Pinkie Pie and Rarity." Luna said loudly, the two looking up at her. "You will accompany me to the Equestria bay at dawn."

"Yes ma'am!" Pinkie called. "We will meet with you, your majesty." Rarity said with a bow.

"Applejack, Rainbow Dash, leave at once for Appleloosa." Celestia said, the two nodding. "We will need establish a garrison there, and we will rely on you to keep watch until we can dispatch troops to the town."

"Yes, your highness!" Applejack said with a bow. "You can count on us!" Rainbow Dash added.

"Lastly, Prince Shining Armor and Princess Cadence." Luna said, the two stepping forward. "Tirek would expect us to leave Ponyville unprotected and he would undoubtedly target it to break our spirits. You two are to keep guard at Ponyville and the outlying area."

"Understood!" they both said in union.

"Does that mean I get the key to the palace?" Discord asked with a yawn as he lay on the statue of Starswirl once more.

"Fluttershy, you will stay here and keep watch over Discord as he defends Canterlot." Celestia said sharply, Fluttershy shaking slightly as she bowed.

"So, thus ends another chapter." Discord said with another yawn. "And I'm certain a new one will follow soon." Everypony walked off to their dormitories (with the exception of Celestia, Twilight and Starlight) as he watched, left completely alone in the room of relics.

"Fighting off the most heinous of evils with little hope at all... this is absolute senselessness." Smirking at the sculpture of his old friend, Discord closed his eyes, drifting slowly off to sleep.

"Just like last time, old friends... and just like last time... I love it..."

19. Advancement

"You've come such a long, long way, Twilight... and I've watched closely from the very first time we met." "Princess?" "To see the kind of pony you would grow to be... I've always been so proud of you, Twilight... now, if I may... I think it's time we turn the page to a new chapter, Twilight..."

Twilight stirred in her sleep as she dreamed of her memories of her life before becoming a princess again.

"Princess! Princess!"

"What's that matter, Twilight?"

"I finished reading the 'Mare in the Moon'... I've never been so scared in my life!"

"There there, little Twilight... no need to be afraid."

Twilight shook awake, breathing somewhat heavily. If she wasn't dreaming about Tirek attacking everything she held dear, she was dreaming about her past. This wasn't right. She was content with being a princess. She was happy with her life again. Why did she dwell on the past like this?

The sun was just beginning to peak over the horizon as the Airship zoomed up toward the eastern peaks. Rising up higher and higher through the clouds, Twilight, Celestia and Starlight watched as the airship finally peaked through the clouds and came to the decrepit remains of a kind of tower or stronghold. The two smaller mares gaped in awe as Celestia narrowed her eyes.

"The remains of the tower of Starswirl the Bearded." she said slowly, powering her horn, her armor appearing on her body a moment later. "This is where we should begin our search, Twilight."

The airship touched down at a rocky path, Starlight leading them to the exit hatch below deck.

"Why are we coming here, Princess?" Twilight asked as she fastened a warm cloak around her neck.

"Master Starswirl created the Harbinger Blade." Celestia explained. "It's likely Tirek would come her to find some secrets to it... possibly even destroy it." Twilight walked in since beside Celestia. Just then, however, Celestia spread her wing out to stop the young alicorn. Looking over her wing, Twilight saw a rattlesnake staring right at them, its tail sounding loudly.

"These peaks are crawling with deadly creatures." Celestia said. "Mind your surroundings at all times, Twilight." she said, levitating the snake lower down the mountain. Motioning Twilight to follow, Celestia began up the mountain once again. Twilight stepped this way and that as she avoided the large spiders and centipedes. She was shocked these creatures could survive in this environment. The two went on up the rocky pathway until they came to a drop off.

"Here." Celestia said as she spread her wings, Twilight doing the same. The two princesses flew up the rest of the mountain. Celestia obviously didn't want them to over exert themselves, Twilight thought. Just as they flew up through a layer of clouds (both of them soaked as they flew through), they came up to the ruined tower. Twilight couldn't help but feel sad as she looked at the clearing she and Celestia flew down into. It was hardly a tower anymore. A few walls still stood but all manner of masonry, columns, rotted papyrus and parchment and a number of weathered instruments impossible to accurately identify.

"Master Starswirl devoted his life to the study of magic." Celestia explained. "After the Crystal Empire, however, he went into exile."

"Because he was the Element of Honesty." Twilight said, Celestia closing her eyes. "Princess Luna told me." Just then, Twilight turned as she heard the sound of falling rocks. Stepping to the edge, Twilight saw an orange feather. It looked as thought it had just fallen there. Could something be spying on them?

Twilight and Celestia both had been digging at the ruins for a long while that day, trying to see if they could find anything. It was uneventful and they hardly spoke to each other as they worked. However, they were no longer digging. Instead, they now stared down at the unearthed bones of another pony. Celestia narrowed her eyes slightly while Twilight's head swam with questions.

"Is that-" "No, Twilight. Lord Starswirl was set adrift at sea when he passed... these bones are recent... I can tell." Twilight stared up at her mentor.

"Do... do you think Tirek sent them here?" she asked. The white alicorn only inhaled deeply.

"That is a possibility... Tirek may be employing mercenaries... but then again, these ruins are a prized location for thieves and raiders... I think this was likely just somepony grave robbing."

Celestia turned away as Twilight looked down at the dry bones. She really wanted to believe Celestia, that this was likely a treasure hunter, but she couldn't shake the feeling... why would somepony work under Tirek? Would they truly be so reckless and greedy? Sighing, she looked up into the noonday sun as a strong wind blew at her mane.

"Twilight, over here!" Celestia called, shaking her from her thoughts. Twilight hurried over to Celestia to see her levitating a piece of parchment. It must have been buried for years by the looks of it.

"What is it, Princess?" she breathed, looking at it. She could tell it was written in an ancient Equestrian language.

"Runeolith." Celestia said. "This was a dying language when I was your age." she explained.

"What does it say, princess?" asked Twilight as she peered at it closely. Ancient texts was not something Twilight was well studied in at all.

"It's a history of the Alicorn Amulet." Celestia said. "It says there were seven who were known to have donned it... the first two were slain... the third overpowered themself... the fourth was the only one to ever to be fooled into taking the amulet off..."

"Does it say who it was, princess?" Twilight asked. Celestia shook her head.

"It doesn't say who any of them were... except the last one... it was the dragon, Tristram, whose fiery breath caused the largest volcano Equestria had ever seen."

"The Great Roost" Twilight whispered, Celestia nodding.

"The legendary Tristram's fires, fulled by the amulet, were hot enough to cause the Great Roost to erupt, unifying the dragons and giving them a place to call home... the only good that ever came of the Alicorn Amulet... but then the dragon disappeared, and the amulet with him..."

"And then Trixie found it." Twilight sighed. "... and now we have it at Canterlot."

"It's strange, though." Celestia went on. "The Great Roost appeared about 500 years ago."

"Why is that odd?" Twilight asked.

"Starswirl died about 1200 years ago... I don't know who could have written this..."

Twilight opened her mouth to speak but couldn't find the words.

"I never knew he had worn the amulet-" was all Celestia said before jumping back as a black crystal shard shot for the parchment. Celestia and Twilight turned to see the baphotaur general, dressed in a heavy cloak, covered with golden down feathers.

"You may want to give me that, Celestia." Tirek said, stepping into the ruined clearing, trotting on a spindly spider. Glaring, he stepped closer, Celestia drawing her sword as Twilight donned her Element of Harmony. "You don't belong here... nopony does." Tirek went on. "Best be on your way-"

"You followed us here, didn't you?" Twilight said darkly. "What do you want?"

"You know my demands." Tirek said maliciously. "If I am not given the amulet, Equestria dies... is that what you want, princesses?"

"There's two of us and one of you, Tirek!" Twilight called, trying to maintain her cool. "Even you know that makes for better odds."

"Quite right, young princess." Tirek said, smiling slightly. Twilight always hated the look on his face when he smiled. "That is why I came prepared."

Before either of the princesses could say a word, the ground shook, rocks and debris flying from the center of the clearing. Stretching out of it was what looked like a gigantic snake, about the size of a bear, but it had giant frills at its neck and long, slender, skeletal arms.

"It's a naga!" Celestia called as it grimaced down at the two alicorns. The two flew off as it opened its mouth and spat hot venom for them, singeing the ground slightly as it made contact. While Twilight zoomed around trying to evade the creature's grasping arms, firing shining lights it the air as it chased her, Celestia matched blades in midair with Tirek, his cloak and Celestia's armor shining brilliantly in the sun's glare.

"My, my, Celestia." the fiend tutted. "Do you really think you can take me?" Celestia said nothing. "You couldn't defeat Great Master Sombra, so what makes you think you could possibly harm me?"

"You will fool me into a blind rage, Tirek." Celestia said through gritted teeth as she pressed on with her sword. "I am not so easily swayed." she added, forcing him back, firing a golden beam at him. Tirek, flapping his bat-like wings, swooped under her attack and parried, landing a powerful blow on her shoulder. While the armor protected her from suffering a deep slice, the impact was incredible, Celestia falling down to the tower's ruins.

"I'm not finished, Tirek!" she called up to him. The wicked general only smiled down at her, holding his red blade in his pitch black hand. "What are you doing, beast?" Celestia called up to him, spreading her wings. Just before she could take off once more, however, she felt a sharp pain in her hind leg. Looking behind her, she saw a tiny yellow scorpion that had just stung her. It was a dangerous breed, she could tell, just by looking at it.

"I hope you've some medicine on hand, Celestia!" Tirek taunted. "Otherwise you're going to feel really sick in no time... but that's the least of your worries he sneered, Celestia turning to see the naga turn back to her and stretch its hand for her. Just as she raised her sword to defend herself, an orange glare shot between them, knocking the creature's hand back.

"I don't think so!" Celestia's rescuer called. Looking through the glaring sun, Celestia saw...

"Flash Sentry, at your service, Princess Celestia." the stallion said giving a short bow to her. The naga slithered for him, spraying venom for him as he dove quickly under its attack, curving back up to kick it in its fringed face.

"This wasn't the fight I was hoping for!" Tirek called, shooting for Flash, holding his sword high to attack. Swinging, Tirek glared as she caught the blade with her glowing horn.

"This ends now, Tirek!" she growled, he Element glowing as well. "Surrender."

"Why a thing to say." Tirek said with his wicked smirk. "Celestia is poisoned, my pet has your friend held at bay, and you are no match for me, even with your precious Element of Harmony." he said as he flew back, firing bolts of orange light for Twilight. The young alicorn maneuvered through them as baphotaur swung for her again, Twilight barely catching his blade.

"You have no sword of your own." Tirek went on with zest. "You've had no training of any kind. My power grows by the day. And you think you can defeat me?"

"I also think you talk too much." Twilight smirked, shoving him back. "Besides, we came prepared." Before Tirek could respond to this, the deafening sound of the Entourage's engine and propellers filled the noon air.

"Sis! A little help?" Flashes called as he kicked the naga's clawed hand back once more, Celestia beginning to breathe heavily as she fired on the creature.

"Number One! Give the signal!" Starlight called, her first lieutenant pulling a leaver. Within seconds, the whole side of the airship was dotted with cannons. Tirek looked furious.

"Looks like we're one step ahead of you, good general." Twilight said in a cool tone, the sound of exploding cannon fire echoing loudly. Tirek turned just in time to dodge a ball of iron as it shot for him. Starlight had her own cannon on the bridge that she was aiming at him with!

"Saver your empty victory, Twilight Sparkle!" Tirek snapped, flying off as the naga, pummeled with cannon fire, barreled underground. The day was theirs.

The airship flew full throttle back to Canterlot. Celestia rested below deck, given an antidote to the scorpion venom. It was clear to see they had only just made it in time. She would not be back to full strength for some time.

"How are you, your highness?" Starlight said bowing.

"I was seconds away from dying from scorpion venom... how do you think I feel?" she groaned. Starlight bowed once more.

"My sincerest apology, princess. I will take leave and join Princess Twilight Sparkle and my brother up deck, your highness."

"Very well, Captain." Celestia said as the orange mare left her. Celestia felt cold. Not because of the numbing feeling of the scorpion sting, but because of what Tirek said to her.

20. The Protege'

Zerus ran through the streets of Canterlot, his cloak whipping in the breeze. The world seemed so different now that he was Luna's pupil. For days at a time, the two would be locked away as she coaxed him on and on throughout his studies. He didn't have much time to play or stroll down the street. Princess Luna was so strict.

Zerus had spent the last four days visiting his parents. Luna had given him direct orders not to leave the Starswirl's manor, but he felt so overwhelmed. He wasn't sure if he wanted to be her pupil anymore. He had spoken with his parents both about living in the manor and how tough a teacher Luna was on him, but they told him to continue under her tutelage.

"She is a powerful magician, Zerus." His father said. "She wants you to be the best that you can be."

"If she didn't believe in you, do you think she would push you so hard?" his mother asked. "She must want you to succeed, son." his mother added.

Zerus sighed as he ascended the steps to the spire at the edge of Starswirl's manor . No doubt, she was going to be very angry at him for running away. As he opened the doors, he was taken aback by what he saw. Luna was standing there, but she didn't look the least bit angry. She was smiling at him.

"Zerus," she began in a kindly voice "after a whole year under my teachings, you've only just learned the most important lesson?" Zerus had no idea what she was talking about. Beaming, Luna stepped over to him and nuzzled him.

"You must strive to be yourself, Zerus, should you have any hope of excelling in any endeavor you might have." The young colt couldn't believe his ears. "You disobeyed me completely and went to do what you felt was right, Zerus. I think you are now ready to move on to the next stage of your studies." Zerus stood there with an open mouth. He was finally going to move on to something more?

"Is that to your liking, young Zerus?" Smiling, Zerus nodded. "I didn't hear you." Luna added, smiling.

"Yes, Master Luna! I'm ready!" Zerus cheered. Celestia and Starswirl (both hiding out of view) smiled at this.

"He's quite the little fellow, isn't he?" Starswirl chuckled.

"If I ever have a pupil, I hope he's just like Zerus." Celestia whispered, Starswirl chortling.

"I'm sure he will be, Celestia." the elderly mage said with a twinkle in his eye. "You and Luna have come so far, and that boy is proof of that."

Zerus huffed as he tilled the ground in Starswirl's garden. His new studies were not of the practice of magic, but rather a unicorn's ability to preform and live without magic. Sweating, wiping his brow, Zerus looked up as a flock of birds flew by. The alicorns were so lucky, he thought. Sometimes he wished he were born a pegasus.

"The garden looks fine, Zerus." Luna said as she walked up behind him, her voice making him jump. "Come, rest a while." she added as he smiled and turned to her, hurrying to join her. Now that his studies were going in a whole new direction, his life at the manor had changed completely, Luna being far more lenient and nurturing. Pouring him a sweet, icy glass of nectar, Zerus hurried over, his hooves and face covered in black mud, drinking the glass down quickly.

"You see, Zerus, magic is a useful ability all unicorns are born with, but you must not take it for granted." Zerus finished his glass and exhaled loudly. "Do not forget, the night we met, I almost lost my horn... and should a unicorn lose their horn, they will be unable to use magic ever again." Zerus turned to look at the blue alicorn. This was a scary piece of information.

"It is because of this," Luna went on "that I think its important for you to learn to do things without magic."

"Is it true that you can never do magic again, Master Luna?" Zerus asked, not blinking. Luna narrowed her eyes slightly, her smile fading slightly as well.

"I would never lie to you, Zerus." she said. Zerus nodded. She said this often to him, and she never did lie. Zerus drank down another glass and quickly returned to work. As he finished tilling the soil, a shadow came over him. Turning, he saw Luna, having hauled a great bag of seed behind him.

"Shall we?" she asked. Zerus smiled and nodded. Soon, she was just as covered in muddy earth as he was. The two planted a number of different vegetables and set to watering their crop.

"Why did we only plant vegetables, princess?" Zerus asked. "You love all plants, right?"

"Indeed, I do, young Zerus." she responded. "But herbs and flowers take much more care and attention. In time, we'll plant some together." Zerus nodded as the stepped back and surveyed their work. The garden wasn't neat or fancy by any means, but it was theirs.

"Thank you so much, Master Luna." Zerus said as he turned back to her, a smile on his face. Smile back, Luna turned and motioned him to follow her.

"All things need time, young Zerus." Luna said as the two of them walked together. Celestia stared at the sight of them covered in mud and leaving dirty hoofprints, while Starswirl chuckled quietly. "Like your studies, the crops will grow more and more with care and attention. Diligence will grow them more supple and tasteful, but forgo them, and they will spoil and befoul." Zerus hung on to every word as they entered her study. "Your teachings are no different. When your crop has finished, then we will move on to the next area of your studies." she finished, stepping into her quarters. Zerus waited and waited as he looked over the many books and instruments in her study. There was so much to take in.

"Now, go tend to yourself, young Zerus."

The young colt jumped as he turned to see Luna step from her quarters, now clean of all the mud and soil. Zerus nodded and hurried into her quarters, spotting a bath and spout in the corner. Removing his brooch and dirty cloak (taking care to fold it neatly), he immediately, he began to rinse and scrub himself in the cold water, the bath turning black as he cleaned himself. After a while more of scrubbing, he was all clean, shaking the water from his mane. Stepping out, he saw another black cloak Luna had laid out for him before he entered. Fastening it around his neck and pinning his brooch to it, he stepped out to find Luna reading a book.

"Are you ready to continue your studies, young Zerus?" she asked, not even turning to look at him.

"But... but I thought we just planted-" "That is only a small portion, my pupil." Luna said, rising. "There's is more you must learn than just planting a garden and tending it." Powering her horn, Zerus watched as a small, quite dull sword levitated from atop the mantle of her fireplace.

"Take it, and stand at ready." she said, giving it to Zerus. "Your studies will include much more without your horn." Shaking, Zerus took the sword. He was nervous, but still ready. "Fear not, you will not be fighting anytime soon, but I will change that for you, young Zerus." Still shaking, Zerus looked up at his smiling teacher.

About a year had passed since Zerus planted his first garden. Looking over the plump vegetables and fair herbs, Zerus smiled. Princess Luna was going to be very happy with this harvest... at least with the vegetables. Now that he had grown a proper garden without magic, he was to be taught by more than just Luna. Walking the steps to the manor, Zerus started off in the direction of Starswirl's study. Starswirl taught him to temper his magic while Celestia taught him the histories of Equestria. Luna, however, taught him new magics she and he developed together, as well as how to sword fight. He had grown quite adept with a rapier.

Stepping into the dimly lit study, Zerus stood at ready as Starswirl sat in deep meditation. This was not an uncommon occurrence. Zerus hah learned long ago not to disturb Starswirl when he was in meditation. Taking a seat, Zerus watched as the clouds slowly glided through the sky. The Canterlot pegasi were working tirelessly as of late, he thought. No wonder the crops were growing so fine.

"Young master," Zerus heard suddenly. Turning, Zerus stood up and bowed to the old mage. This was also commonplace in Zerus' studies. Starswirl would often awaken at a moment's notice. "I trust you are ready?" the elder went on. Zerus stood as tall as he could, looking right into Starswirl's eyes.

"Yes, Master Starswirl." Zerus said. This was part of Starswirl's way of teaching. While studying together, he wanted Zerus to feel as though he and his teacher were the same. They respected each other and (on occasion) learned just the same for each other. Luna and Celestia's teaching sessions were not like Starswirl's.

As the day went on, Starswirl watched as Zerus preformed grand feats of magic that he learned under Luna's tutelage. As always, Zerus preformed commendably, but something was different. His mind was wandering.

"Master Zerus." Starswirl said suddenly, Zerus turning to his teacher, a coiling ribbon of yellow light stretching from his horn and spinning throughout the room. "What distracts you?" he asked suddenly, Zerus dumbfounded by his words. "You preform great magics," Starswirl went on "but you are not as focused as usual... what weights on your mind, you master?" Starswirl asked as he stepped toward the colt. His face falling slightly, the golden ribbon disappearing from his horn, Zerus looked up at the wizened master.

"Yesterday during my studies with Master Celestia," he began "we went over Captain Sombra's revolt." Starswirl's eye twitched at this. "I get why he chose to leave and become a pirate king... but why did he return?" Starswirl looked down at the youth. He wasn't sure if he could find his voice.

"Sombra is mad with power, young Zerus." Starswirl explained. "Ponies do not act rationally when they are so crazed. He merely returned seeking more to claim as his own." he finished. Zerus nodded. That seemed about right to him.

"Now then, young master," Starswirl said smiling "you may take your leave." he said, summoning a quill and roll of parchment. "I have a letter to send to my daughter, Clover."

"Master Clover the Clever?" Zerus asked. She was rumored to be quite a talented historian. She was even a main character in a winter fable Starswirl had once written.

"Yes, young master. She and her fiance', Artemis are still traveling the lands outside of Equestria. I'd like to see them soon." he lied as Zerus bowed and left. Feeling his heart ache as he lied, Starswirl wrote to a far away ally.

It had been more than three years since Zerus had begun his studies with the three powerful magi. He was now in the thick of the fourth phase of his lessons and had not progressed in two years, much to his and Luna's disdain. Stomping out of the manor after failing Luna's trial for the third time, Luna watched with a heavy heart from her spire. As much as she was strict about Zerus' studies, it still pained her to see Zerus so distraught.

As Zerus came to the gates of the estate, he stopped and bowed to Starswirl, the elderly pony standing wrapped in his billowing cloak.

"Where are you heading, young master?" Starswirl asked as Zerus rose once more.

"I'm going back home... I think I'm done my studies." he said, trying his best to hide a quiver in his voice.

"What a thing to say." tutted Starswirl. "Why do you feel so angered?" Zerus stopped to wipe his eyes.

"I've been trying to pass my newest trial." Zerus said. "I was able to succeed in the others just fine... but not anymore..." Starswirl nodded as he listened. He immediately harkened to a conversation he had with Luna just a few days earlier.

"Zerus is finding it difficult, Master... and so am I... I don't want him to feel he has to leave-" "If he wishes to leave, Luna, it is his wish... the question is will he be willing to rerun... and more importantly, will you allow him to." Luna bit her lip as he said this.

"Of course I would let him return. It's just-" "Then there is no conversation to have, Luna." Starswirl said as he started off.

"With all due respect, master, I'm not a student anymore." Luna said sharply. Starswirl turned to her. He didn't look angered, but rather, he gave her a very small smile.

"Luna, I haven't thought of you a student of mine in a good many years... in fact, I would consider you to be my successor when I leave this world." Luna couldn't believe what she just heard. "Don't look so surprised... alicorns live much longer than ordinary unicorns."

"But master... Celstia... my elder sister-" "She is not ready for such a duty." Starswirl said sharply, Celestia's eye twitching as she overheard this. "You have proven yourself her better a number of times, Luna... Celestia is just not ready."

"... that may be... but Celestia isn't weak." Luna said sharply, trying her best to defend her sister.

"Luna, I've never thought of her weak... she is powerful... likely more powerful than you and I." Starswirl explained, Celestia watching in disbelief. "It is her maturity... and her integrity that I am concerned about." Celestia and Luna both bowed their heads as their eyes welled slightly.

"That having been said," Starswirl went on "I think she's lucky to have a sister like you who loves her so much." With that, he left the two of them alone in the hall, both at a loss for words and their eyes continued to tear.

"I... I can't do this right... maybe I should just give up..." Zerus said sorrowfully. At this, however, Starswirl chuckled. Zerus looked up at him.

"Curious... that's what Celestia said long ago... and like her, I still think we can expect great things from you, young Zerus... you have the potential to do so much." he said, his eyes twinkling at the look on Zerus' face. "If you feel you should leave, young Zerus, then by all means, leave." Starswirl said as he walked past the colt. "But never forget, my door... as well as Luna's, is always open." Zerus stared as Starswirl closed the door to his manor.

"He's right, you know?" came a sweet voice from behind him. Zerus turned to see Princess Celestia standing over him. Immediately, he bowed to her as well. "I hope you will return, Zerus." she said with a smile. "Everypony here wants you to succeed." she said as she passed Zerus' newly planted garden, leaving him alone in the courtyard with his thoughts. Shaking his head, Zerus turned and left the estate. He was going back to his family... he didn't think he would be coming back to the manor.

Starswirl, Celestia and Luna stood in the grand foyer of the elderly mystic's manor. They were to meet with their allies for a reason Starswirl had yet to reveal. Unblinking, Starswirl watched the shining sun through the giant stained glass window above the door leading outside. Hearing a clattering sound, Celestia and Luna turned to the foyer see where it could have been coming from while Starswirl didn't move a muscle.

"You call this a party?" came a voice the two sisters detested. Starswirl turned with a smile as his old friend Discord appeared, climbing from the fireplace, covered in patches of soot.

"It's good to see you, old friend." Starswirl nodding. "Two others come."

"As per usual." Discord sighed as he reclined over both of the princesses, both glaring at him. Stretching, a long, spindly pipe appeared in his eagle hand and he lit it up, puffing on it.

"We don't allow smoking in the manor, Discord... you know this." Luna said, narrowing her eyes.

"What are you gonna do about it- GAK!" Discord coughed as Celestia stepped from under him, letting him fall on the floor. Starswirl didn't acknowledge their antics as he stood waiting.

"I think our other guest is here." Starswirl said. Sure enough, the door opened as a tall, cloaked form stood before them. As the figure entered, they saw he was not cloaked, but instead had his large wings wrapped tightly around him.

"Nidhogg... it is good to see you." Starswirl said as he nodded to the dragon king, the latter also nodding as he entered. He was bulky, his scales large and spiked and great antlers stretched out from his head, his wings still wrapped around him like a traveling cloak.

"It would seem Ragnarok is upon us, old friend." Nidhogg said glumly in a think Nordic accent.

"Not if we have anything to say about it." Luna said as Starswirl stepped outside. Looking up, they saw a large black shape swoop down into the courtyard. Immediately, the others assumed a defensive position as they saw Lock-Nah, the great mystic of the nomadic baphotaur, stand before them, the noonday sun glistening as it shown on his wild yet balding white hair, a number of tails and braids tied in his mane and beard.

"It has been too long, Lock-Nah-" "Not long enough for my taste, Starswirl." the mystic said irritably, his wings still outstretched. He was dressed in only a worn looking brown garb that was quite plain.

"Fret not, Lock-Nah." Starswirl said. "The truce still stands." Nodding, the baphotaur followed the five into the manor.

"You have yet to tell me why I am here, Starswirl." the last member of the group growled.

"We are the Elements of Harmony-" "We know that." Discord said, smirking as Starswirl raised an eyebrow. "This isn't the first time you've called us to defend Equestria." Starswirl only nodded as they walked into his study.

"True... but this time is different... it is my son-" "Say no more." snapped Lock-Nah. "We leave at once."

"I think we deserve a little more explanation than that." called Nidhogg. "Why do we leave for battle? Where are we going?" Starswirl and Lock-Nah both looked back at the four other Elements of Harmony. They both knew they couldn't hide everything...

"Sombra, my son..." Starswirl began in a woeful voice "has crowned himself king of hatred and fear... he has slain the entire royal family of the Crystal Empire." At this, their audience gasped. "One royal survived and wrote of his evils to me... I don't know if they are still alive... but we cannot allow Sombra to continue his reign of wickedness. He must be stopped-"

"What does he want?" The question came from Discord, who looked quite suspicious. "I don't think he'd attack the Crystal Empire if Equestria was his prize... what does he want, Starswirl?"

Starswirl narrowed his eyes as Lock-Nah gave Discord a fiery glare.

"He wants Cataclysm." Lock-Nah said in a low voice.

"What is Cataclysm, master?" Luna asked. Starswirl only shook his head.

"I made the mistake of telling Sombra... I will never tell another soul... and that's all you need to know. He cannot be allowed to have Cataclysm and he cannot be allowed to spread his evil across the globe. We go now!" Starswirl said. The four stared at him and the baphotaur mystic. Finally, after a moment of deep thought, Celestia stepped forward.

"Lead us, master. If only the Elements of Harmony can stop Sombra, we truly must make haste." Nodding, Luna joined her sister, Nidhogg and Discord doing the same.

"Very well... let us leave now." Starswirl said as Zerus spied through the keyhole.

21. SHOO BEE DOO

"Quickly now, Rarity and Pinkie." Princess Luna said, smiling slightly to herself as she led the two through the morning streets of Canterlot, passing ponies bowing to her as she led the way. "We mustn't keep our guests waiting." Luna did seem quite excited this morning, the two mares thought. As they passed the train station, they saw Shining Armor and Princess Cadence both being escorted to a private engine. They didn't turn to see the two mares, but if they did, Pinkie and Rarity would have waved to them. They continued on to the edge of the city where they came to the great cliff overlooking the gorge below. Rarity sank to her knees and motioned pinkie to come forward.

"We're going down, you two." she said as Pinkie quietly climb onto her back, smiling and holding on tight as Luna spread her wings, Rarity spreading hers and following Luna through the crisp morning air. The alicorn flew toward a long flight of rugged stone steps leading down the gorge, Rarity flapping her wings as she followed Luna down the gorge. The three descended lower and lower, down into the gorge to the bay below. As they came closer to the water, Rarity could see what looked like a dock materializing. Coming closer, she saw it was more of a stone formation, but it did indeed looked like a dock. As they came to a stop, their hooves clopping as they landed one the rough terrain, Pinkie hopped off.

"Can we do that again?" she asked excitedly as Luna and Rarity both folded their wings neatly. "That was just awesome!"

"Patience, Pinkie Pie." Luna said calmly. Turning to the body of water, Luna lowered her head to the ripping surface. "Marco?" she asked, Rarity and Pinkie both wonder what she was doing. "Marco?" she asked again to the mostly serene surface. Whatever she was doing, it didn't seem to work. Closing her eyes and sighing deeply, Luna straightened herself up in a dignified manner.

"SHIKINOMARU!" she called loudly, large bubbles floating to the surface almost immediately as she spoke. Pinkie and Rarity both watched with open mouths as the strangest creature they had ever seen emerged. It looked like a rather large, green turtle, but with skinny frog-like arms and legs and a large, beak-like mouth, while what looked like an old, rusty metal bowl sat on its head.

"Oh, it's only you, princess." it said, it's breath a sickening smell. "I forgot you said you were coming today-"

"Marco, did you get drunk?" Luna asked in an unamused voice. The odd fellow scratched at his chin.

"Um, yes, princess, I did." "After I specifically told you not to?" "Terribly sorry, princess." the creature said with a deep bow, the bowl on his head bobbing back and forth slightly.

"What a dreadful creature." Rarity said loudly, Marco glaring at her. "You would never see one such as I engaged in such deplorable behavior-"

"Well excuse me!" he said in a gruff voice. "If you haven't noticed, there aren't any other kappa around here and the high class night life isn't my thing, so my options are limited!" Rarity and the kappa glared right into the others eyes

"Enough of this." Luna said nonchalantly, sitting in a dignified manner. "Marco, the ruby, please?" she said, the kappa saluting without a word and diving into the water once more.

"What was that thing?" Rarity asked as the bubbles quickly disappeared.

"He said he was a kappa?" Pinkie pondered as she scuffed at the ground while she waited.

"His name is Shikinomaru, but he prefers us to call him Marco since he came to Canterlot." Luna explained, smiling slightly. "He tends to the harbor in the city, although he has been known to indulge a little too much. Kappa come from a far away land and there aren't any around for him to spend time with." she explained, the stone wall behind her crumbling away to reveal a secret passage a moment later. Without saying a word, Luna stared down the newly appeared stone steps. Rarity and Pinkie giving the other a brief look of uncertainty before following the princess. Fortunately, these steps were not as numerous as the ones coming down the gorge. After just a moment more of descending the steps, their hooves echoing as they walked, they saw Marco an underwater cavern that the kappa obviously called home, three large hanging lanterns illuminating the makeshift bedroom. It smelled heavily of tobacco and alcohol. Sure enough, there were a number of empty bottles strewn about and quite a few ashtrays full of stubby, burned cigars peppering the room. Looking around, the two Ponyville mares saw large chest made of rotted wood lined with rusty iron, a rough looking cot and a few potted cucumbers (each of them looking shiny and plump). They thought it was odd they had grown so well considering there was nowhere for sunlight to come through.

"Thank you, Marco. Now, the ruby?" Luna stated as the kappa nodded and threw open the old chest. In it, Pinkie and Rarity could see what could only be described as a load of junk. Broken musical instruments, rusty metal fixtures, oyster and abalone shells, sea creature bones, more empty bottles and a mess of other things. After a moment more of rummaging, Marco pulled what he was looking for free. It was a fancy, golden cigar holder with two fixtures. Stuffing it with two cigars he clearly rolled himself (Rarity rolling her eyes as he lit them up with a long matchstick), Marco pulled the rusty bowl from his head to reveal what looked like a water-filled basin on the top of his head. In the shallow water was a gorgeous red ruby in a spindly looking golden charm. Princess Luna powered her horn and took it from him, smiling as he quickly put the rusty bowl back on top of his head.

"I think you two will enjoy this." she said in a slightly mischievous voice, Pinkie and Rarity wondering why she was still being so cryptic. Slowly she climbed into the water, both of them watching. "Well, don't just stand there." she said, clearly enjoying their confusion. The two looked to Marco who motioned them to join her, talking a long puff from his cigars. Cautiously, they came to the water edge and slowly climbed into the pool of salty water. It was quite cold.

"Wh-what are we g-gonna do, princess?" Pinkie asked as she shivered. Luna said nothing as she placed the ruby on her collar, the trio glowing and feeling their bodies change. The first thing Pinkie and Rarity noticed was the water began to feel less cold, or at least their bodies adjusted very quickly to the cold. After a brief moment more, they felt their lower bodies shift and change. Unaware of what had happened, they simply bobbed at the top of the water. Princess Luna, however, dove under the surface. Immediately, they dove under to see what she was doing. To their surprise, they could see just as clearly under the water as when they were above the surface. Not only that, but they could breath perfectly well underwater as well.

"What's going on!?" Rarity breathed, Pinkie able to understand her perfectly as large bubbles floated from her mouth. Looking at each other, they both saw exactly why they were able to survive underwater. Their upper bodies were exactly the same as usual, but their lower bodies were now long, slender and covered with scales, Rarity having a long, flowing caudal fin (her wings now also long and flowing fins) while Pinkie's was large and fan-like.

"GET IT OFF! GET IT OFF!" Pinkie shrieked as she waved her hooves for her fishy body.

"Pinkie, calm down." Luna said as she swam up beside them, her tail sporting several glimmering fins similar to Rarity's. "There's no need to be alarmed. The ruby has transformed us into hippocampi." she explained calmly.

"Hippo- what?" Rarity stammered, raising an eyebrow.

"We're seaponies!?" Pinkie gasped. "I thought seaponies were only a story."

"The hippocampi are indeed real, Pinkie." Luna said with a smile. "This charm has the ability to turn anypony into a hippocampus." she explained. "We are to meet with queen Shubedu, the ruler of the hippocampi. Let us make haste at once." she said, turning to swim off gracefully into the bay.

"Oooh, all this icky brine is going to be murder on my hair!" Rarity whined as they pushed their way out to the open sea.

"You must toughen up, child." Luna scolded. "Learn to adapt to discomfort as I have." fuming to herself, Luna turned back to the two mares quickly, a bulging vein then appearing on her head as Pinkie tried calling out to a young whale.

"Pinkie Pie!" she barked. "Stop harassing the wildlife."

"Okie dokie lokie!" said Pinkie innocently. "I think he was a foreigner anyw- Waaah! What is that!?" She called as a large and very hungry looking barracuda was slinking toward them with its toothy maw wide open. Narrowing her eyes, Luna fired a searing blue beam from her horn and encased the avaricious beast in a shell of ice.

"I've never seen creature like these!" Rarity stammered as the chunk of solid ice sank to the sandy floor. "Are we still in the bay?"

"Judging by the drop in temperature, the rising PSI of the water and the more sporadic marine wildlife," Pinkie said in a dignified voice "I think we are nearing the Canterlot border and nearing the open sea." Rarity and Luna both blinked in surprise. "What? I like the ocean." Pinkie added, a disgruntled look on her face. Rolling her eyes, Pinkie swam off mumbling to herself. Immediately, Luna swam up beside her, Rarity tagging along behind them. Pinkie was right, Rarity thought. Although the water didn't exactly feel cold, the temperature was dropping as they swam further on, the white mare unable to stop herself from smiling as she silently marveled at the shimmering tails of her fellow party members. After a moment more of swimming, they finally came a great gorge. The two Ponyville mares looked at it in awe. While they floated and watched, Princess Luna swam briskly down into the depths of the massive underwater canyon. The two looked at each other with the same thought in mind. The alicorn seapony seemed to know where she was going, so they cautiously swam up behind her. As they descended lower and lower, they saw what looked like jagged mountain peaks, though they could tell very easily as they came closer that was not the case. Large, spire-like homes stretched up in the gigantic gorge, dotted with hollows and openings. This had to be the seapony village, they both thought. Sure enough, as they came closer, they saw the a number of seaponies, theirs coats blue and green, swimming for them, each of them holding crude-looking spears and blades, Pinkie and Rarity shooting behind the princess as she smirked.

"Good day to you-" was all Luna had said before the bared their weapons for her. Even she looked taken aback.

"You brought them here." one seapony stallion said. Luna narrowed her eyes as he said this.

"Yes, I said I would bring my companions-"

"No, you brought these... these monsters!" a young mare snapped as she held her spear closer. Luna gave them both a glare as Pinkie and Rarity inched closer behind her. This wasn't what they signed up for. Just as Luna opened her mouth to speak, however, a glinting red shape caught her eye, the princess smiling as the seapony queen approached.

"It's an honor, queen." Luna said as she gave a deep bow, the hostile seaponies lowering their weapons and bowing to their queen. She was quite large, as large as Luna was, also sporting a numbers a gliding, shimmering fins and wore a bronze headdress adorned with neat, shiny shells that looked more like jewels.

"My apologies, Princess Luna." she said in a dignified tone, the seapony attackers swimming off at once. "A number of the warriors are growing angered now that sea monsters are intruding on our home. As we've lived relatively peacefully, they have arrived at a number of absurd conclusions, including accusing you and the Equestria ponies of summoning the beasts."

"My apologies, as well." Luna said, Pinkie and Rarity watching in awe. "I did not mean to frighten anypony so." Smiling, she swam with the seapony monarch down into the hollow, the two mares following cautiously behind, peering from behind the princess at the other seaponies, each of them still clutching their weapons, wondering if they should stay with Luna or make a break for it.

"What have we gotten ourselves into?" Rarity whispered in a shaky voice.

"Wait, I got an idea!" Pinkie called, shooting from behind Luna and swimming up to a particularly gruff looking guard who eyed her suspiciously.

"Bah-weep-graaaahnah wheep ni ni bong." Pinkie greeted, the seapony glaring as he floated before her, other seaponies watching. "Bah-weep-graaaahnah wheep ni ni bong!" she proudly called. This time, though, the guard was unable to stop himself as he started to chuckle at the gibberish she parroted, a couple other seaponies snickering at her display.

"Pinkie Pie, what do you think you are doing?" Luna sharply said as the trio came for her.

"It's the universal greeting, of course." the pink pony explained, Luna jerking Pinkie away from the guffawing crowd.

"We've come to appeal to the seapony kingdom, Pinkie Pie," Luna said irritably "so please remain dignified."

"Okie dokie lokie" Pinkie said again as the four came to a large grotto in the side of an adorned golden wall covered in sea foliage, Rarity crinkling her nose at it. Obviously, this was what the queen called home.

"Wow... that's a big wall." Pinkie said as she followed the others inside. Rarity gave a disgusted scowl as she looked around the grime covered halls, artifacts and sculptures of unknowable design lining the messy corridors here and there.

"What is this place?" she asked, thinking Twilight would be most interested in visiting this grotto.

"This is a sunken fortress... seaponies came here after Atlantis was invaded." explained the queen as she lead them further down the hall, Rarity wonder what this 'Atlantis' was.

"It's from an ancient war that raged before my sister and I ruled Equestria." Luna added as the four came to a large hall. The hall was surprisingly clean compared to the halls they entered through. It was neatly lined with needle-like spires, beautifully crafted marble columns and the the center of the hall was a massive dish-like platform. Pinkie looked at it in awe as Rarity swam about, admiring the sudden change in atmosphere. As the pink seapony came closer, her mane starting to drift slowly to the side, she saw it looked like an enormous crab shell.

"Queen Shubedu." Luna began in a proper tone. "I trust you remember our last meeting, cut short as it was?"

"Yes, Princess Luna." the seapony queen retorted. "The land is awry with calamities and rouge beasts... as you can see, even our home beneath the surface has be harassed in your absence." Luna nodded at this. It made sense to her. Why else would the seaponies have acted so hostile as the three entered their home?

"We will comply and lend our services in defending the Equestrian coast, Princess Luna, but I must ask," the queen continued "what should happen should the forces continue to besiege my fellow ponies? And why did the beasts only come for us after you first met with me?" Luna looked very taken aback by this, her mane drifting to the side. There was no denying it. The queen was just as suspicious of her as her subjects, not noticing Pinkie suddenly looking all around the great hall.

"That brute Tirek must be watching us closer than we anticipated." Rarity suddenly added, her voice dripping with disdain. Luna and Shubedu both looked at her, thinking the exact same thing. She was right. "He must be trying to force a rift between you both, your majesties."

"Very astute, young Rarity." Luna said, looking pensive. "I would not have come to this conclusion myself..."

"I remember you mentioned this Tirek." Shubedu said, looking off into the open sea through a large crevice at the far end of the flooded hall, Pinkie inching just over the opening and peaking over it. "He must be very wise and practical... he does not seem to make the first move."

"And he may even be watching us now." Luna said cautiously. "... this beast grows more and more vile as we continue to investigate him."

"Then we will do all in our power to stand and fight, Princess Luna." the queen said in her dignified voice. "I will speak with my subjects immediately. They must be aware of how malicious a foe we are dealing with."

"Well, this went off without too much a a problem." Rarity said, her wing-like fins drifting slightly. Looking, she saw Pinkie still looking out through the crevice of the sunken fortress. "Pinkie, what's wrong?" The pink mare didn't blink as she watched the open water, her mane staring to flow out toward the big blue.

"There's a vortex!" she called suddenly as she swam under the giant crab shell. Luna and Rarity both watched blankly as she did so, but Shubedu looked out into the sea and gasped.

"How could I have not noticed it." she called as she also swam away from the crevice. Sure enough, in mere seconds, Luna and Rarity both covered their ears as what sounded like an explosion filled the great hall, then suddenly being jerked with incredible force as they could both feel themselves being pulled away by a tearing force in the water, turning to swim away from it to no avail.

"We have to save them, your queenness!" Pinkie called as she watched, clinging to the giant crab shell. Immediately, the seapony queen powered her horn, a loud echoing sound coming from the open sea. As Pinkie peaked over the shell, an enormous shape shot for the crevice, blocking the churning water. It was round but had long, spindly tendrils stretching from its body and completely covered the jagged tear in the wall. Immediately, Luna and Rarity shot with Pinkie and Shubedu out from the fortress.

"Thank you, Cancer, now go, save yourself!" she called back as they hurried through the hall and out from the grotto, the swift, sucking current returning.

"That vortex... it appeared so suddenly..." Pinkie said, breathing heavily (although they were underwater) as they came to a stop before the alert looking seaponies.

"But how could it have..." Shubedu began, her voice trailing off as her eyes grew wide. Pinkie watched as she floated there for a brief moment, her look of shock turning into a look of pure terror. Immediately, the queen shot before the watching seaponies quickly, knowing she had to evacuate them.

"My fellow seaponies-" was all she managed to say before another maelstrom began to tear nearby. Immediately, Luna and Shubedu powered their horns, shielding everypony from the twisting water.

"Curse you, Tirek!" Luna growled as the water began to grow more ferocious. Just then, however, Rarity swam up just inches from the barrier, squinting with her eyes.

"Something is in there..." she said with a glare. Before she could watch any longer, the maelstrom dissipated, a long, massive, slender silver fish with numerous tiny fins dotting its body, glaring at them from behind the barrier with its glowing yellow eyes.

"It is Rahab!" Shubedu called, staring in awe at the mammoth sea creature. "But why would she attack us!?" she breathed as she and Luna held the creature at bay, the shield still going strong as it crashed continually into the glowing barrier. They had no problem in holding it off, but the also had no idea how long the creature would continue its attack. As the seaponies watched in terror as their once-ally continued her assault, an enormous crab shot by and tackled it, wrestling with it before them.

"Cancer! Don't hurt her!" Shubedu called as she dropped her barrier, shooting for her giant friends. Immediately, several seaponies shot forward and seized their queen, holding her back as the two enormous sea creatures continued fighting, her headdress falling off as she gave a shriek, Rahab flinging the giant crab painfully into a rockface.

"That creature is clearly under a mind control spell." Luna said as it turned back to them. "It won't be easy to get up close to it.

"Wait!" Pinkie called. "Queensie, do you have ruby coral?" she asked quickly as she turned to the royal seapony, Rarity and Luna wondering what she was getting at.

"Ridiculous." a guard said suddenly as the two creatures continue fighting. "Ruby coral is not indigenous to this region-" "Just a small bit." the queen interjected. "We could use it." she said as Pinkie nodded. The two of them swam toward the seafloor where they spotted her fallen headdress on a small cliff side, the queen scooping up the fallen headdress, everypony watching. As they came back to the battling creatures, they could see Cancer was starting to grow weak as he continued to fend of Rahab, the latter generating powerful cyclones that ripped at the mammoth crab.

"Cancer!" Shubedu called tearfully, racing for her companion as Luna held her hoof out to stop her, Pinkie catching the falling headdress as she tossed it aside.

"Why do we need the headdress?" Luna asked as she generated another barrier, the crab ramming the possessed Rahab into the glowing shield.

"Ruby coral can be used as a powerful weapon." Pinkie explained as she swam up beside the alicorn. "It can penetrate whirlpools when used as a spear."

"It's the only way we can stop Rahab without really hurting her." Shubedu added, barely able to stand the ongoing battle. "Please, Luna, do this for me." she said in a shuddering voice. "I can't hurt my friend." The other seaponies looked at the alicorn seapony, pleading looks upon their faces.

"Very well." Luna said, taking the headdress with her magic, spying a thin but very sharp looking piece of coral. "Rarity, you have a discerning eye." Luna said, the white seapony turning to her as she . "Tell me when I should attack." Rarity gulped but nodded, turning to the glowing barrier, watching the two struggle. Narrowing her eyes, hearing the queen gasp and plead as the crustacean grew weaker, Rarity could feel her skin burn with tension. Luna narrowed her eyes as the crab grew less adamant, smashed into the barrier again and again.

"Rarity, please-" "Wait for it, princess..." Rarity growled, not blinking.

"Please, Luna-" "I said wait, queen..." Rarity watched as the crab forced its opponent back.

"Rarity, now!" "No, Pinkie!" Rarity breathed, glaring and gritting her teeth. The slender Rahab sent Cancer flying from view from above the hollow.

"Now!" she called, Luna dropping the barrier, Rahab shooting for them as she shot the red spike straight through the twisting waters that enveloped it, striking right between the creature's eyes as it barreled right past them and into the side of the ruined fortress.

"Come, your highness!" Luna called as she shot with Shubedu for the growling creature as it fell down into the depression beneath the seapony's gorge. The two came for the beast as it slowly came to its senses, Shubedu and Luna both lowering their horns for its head, the princess casting her restoration spell while the queen cast the strongest healing spell she could on her gargantuan friend, falling deeper and deeper into the blackness.

"Princess, did it work?" Rarity called with no answer.

"Is she okay, Queenie?" called Pinkie. Still no response. Just as the corwd of seaponies inched closer, they all shot back as the slender Rahab shot up from the trench, Shubedu and Luna riding her with great smiles on their faces. Rahab sang out an echoing, serene siren song as she coiled up through the seapony's gorge, a small whirlpool materializing, dragging the motionless Cancer from the overlooking cliff, Shubedu swimming to meet with him and powering her horn.

"Wake up, now, Cancer." she said in a motherly voice as a number of the crabs wounds healed, its beady eyes opening as she continued to cast her spell. "You did so well." she said as Cancer nuzzled her. Every seapony cheered as their home was saved, Pinkie hollering and whooping as Rarity chortled at her friend. Luna smiled at them both as they joined the crowd, Rahab gliding gracefully through the waters as she, Shubedu and Cancer rode along with her on the joyous sea entity. Pinkie and rarity really saved the day, she thought.

"I'm so happy the queen obliged to help defend Equestria." Rarity said as the trio swam to the hollow Luna lead them to before. "She seems so kindly and so-" "Queensie sure was happy we could help her, huh, your highness?" Pinkie said as she shot between Rarity and Luna, smiling as she twirled about. "Cancer and Rahab both seemed really nice an' friendly, too."

"Thank you both for coming with me today." Luna said as the surfaced into Marco's cavern, Rarity not even caring as the kappa lay before them, completely drunk into submission, three empty bottles lying around him. As she swam to the edge of the small pool of water, Luna removed the spindly amulet from her collar, her lower body returning from a flowing fish tail to a pony's flank, Rarity and Pinkie's doing the same.

"Let's report back to the castle." she said as she climbed from the water, shaking herself dry. Pinkie and Rarity, however, flopped onto the rocky floor, feeling a sudden rush of fatigue from swimming so much.

"Oh, you'll get used to that, don't worry." Luna said as she started up the stairs "I was just the same as you two." she added, ascending out of view as the both groaned, Marco suddenly beginning to snore loudly.

22. Suspicion

Shining Armor and Cadence came to a stop in Ponyville, looking around the tranquil rural town as they stood on the train platform with their luggage cases, the Harbinger Blade slung to Shining Armor's side. The air was crisp with a hint of moister in the wind, a few dark clouds settling in as the train began to rattle off.

"A storm is coming." said Spike as he walked up to them, holding a folded umbrella under his arm. "What's up, Shining Armor?"

"Hi Spike, it's been a while, eh?" he responded with a smile.

"An' Princess Cadence, it's been a long time since we just hung out, too." he said as Cadence gave a nod to Spike. "So, Twilight tasked me with tending to your every need. Whatever you want, I can do it!" he said in a chipper tone.

"Spike, we've known each other for years." Cadence said, waving him off. "You don't need to be our servant."

"I know, but Twilight wants me to be responsible!" he said with a proud look, tugging at their heavy luggage. "An' that means anything for the prince an' the princess."

"Spike, trust me." Shining Armor said in an older brotherly tone, levitating their cases easily. "As far as me and Cadence are concerned, you're not a servant. You're our family."

Spike blushed at this. It always made him feel so happy to be considered equal to other ponies. As he noticed the duo spot this, he gave an embarrassed snort and turned to lead them from the train depot to Twilight's library.

"It's going to be great to kick back an' relax when this is all over, huh?" Spike said loudly. "Especially with Twilight's birthday coming up."

"It's going to be nice to just let all this craziness just roll off our shoulders for a bit." Cadence said as the two followed him, looking around the quaint town as everypony bowed to them.

"So, thing's have been relatively quiet, Spike?" Shining Armor asked as they passed the town hall. Nodding, Spike ran ahead to the grand tree house and opened the door for them, smiling.

"Yup. All clear here. An' with you two here, there's nothing to worry about." Shining Armor ruffled Spike's fringed head as the two ponies entered the library. "Anything you need, all you need to do is-"

"Spike, please." Cadence interjected. "Relax. You're family." Spike blushed again.

"R-right. Thanks, Prin- um, Cadence." Spike said, turning to leave, only to run right into a bookshelf, the two royals laughing at the adorable little drake.

Trixie ran as fast as she could through the Everfree Forest, breathing heavily and sweating bullets as her cloak whipped all about in a frenzy. Her heart beating in her ears, she turned, her eyes darting all around the clearing she found herself in. Was she home free? Just as the thought entered her mind, she turned quickly, here heart pounding as she saw just an empty thicket of trees. Giving a sigh of relief, Trixie looked all around the clearing, a few dark clouds gathering in the distance.

"I should get home." she breathed, doing her best to straighten out her ragged cloak before she started off back to Zecora's hut. Sniffing, she could smell a cooking stew. It was definitely Zecora's recipe, she though. Good thing, too, after the scare she just got.

"Zecora, I'm home!" she called as she came to the door. "I hope that stew is-" CRASH!

Trixie was blown painfully against a tree, her head spinning as she slowly came to her senses, her ears still ringing. Opening her eyes, she felt her insides turn to ice as she saw him again. Tirek cut her off at her home, Zecora shaking inside the hut as she watched the armored monster approach her friend.

"T-T-Tirek..." Trixie shuddered. The baphotaur glared as he drew the curved red blade from inside the blue mythril. "Y-y-you-"

"Trixie." he hissed as he stepped closer. "I'm going to ask you this once and only once." Trixie whimpered and cowered against the tree as he came for her. "And I want you to tell me the truth." Zecora hid her face as he came closer to Trixie. The unicorn could barely hear a thing over her pounding heart and quickened brathing.

"Do you still crave the darkness?" he asked as he stopped just inches from her.

"What-" "Answer me, Trixie!" Tirek snapped as he held the blade to her throat. She could feel red hot heat emitting from it.

"N-n-no." she managed to stammer. Tirek narrowed his eyes at this.

"I see..." he said, Trixie certain this was it for her. "That's unfortunate." he said in disdain as the blade reverted to the red horn, Tirek placing it in his armor. As Trixie and Zecora watched in awe, Tirek spread his wings and flew off into the dark sky, both of them wracking their mind as to what had actually just happened.

23. Haunting

Fluttershy watched the sun start to dip toward the west. Cadence and Shining Armor were probably at Ponyville by now. As she walked down the marvelous halls of the Canterlot castle. As she started down the third floor corridor, she got a chill she knew well. Hurrying down to the end of the corridor, she unlocked the door (Celestia having trusted Fluttershy with the castle's skeleton key) at the end and found Discord in a floating bathtub, shrieking as he turned to see her enter.

"Do you mind!?" he spat as he covered himself with a bathrobe.

"What are you up to?" Fluttershy groaned as she watched him, narrowing her eyes.

"Just taking a show-"

"Don't lie to me, Discord!" Fluttershy snapped.

"I wasn't" the draconequus reiterated, wrapping himself up in his robe, snapping his fingers as the tub disappeared. "I always come up with my best schemes when taking a nice relaxing bubble bath."

Fluttershy rolled her eyes and started off, Discord floating up beside her.

"Oh, what's got your wings in a flutter?" he sneered as they returned to the corridor.

"Celestia told me to keep an eye on you, and that's just what I'm gonna do. Hmph!" Discord snorted in disdain as they both stuck their snouts up at the other. True, he loved nothing more than to cause mayhem and malfeasance among the ponyfolk, but Fluttershy just had that quality he couldn't put his claw on that kept him in check. He only huffed as the duo left the corridor and walked across an archway, the afternoon air comfortably warm.

Fluttershy, however, was not bothered by Discord, but the thought of what might happen should anyone or anything attack Canterlot while everypony else was away. Entering the main keep, she felt her mind drift back to the same thoughts she had been turning over since that morning. She had no idea how long she would be keeping watch over Canterlot (Applejack and Rainbow Dash were going to be gone for at least a few days at Appleoosa). Discord obviously noticed this because he nudged her shoulder, catching her attention.

"What say you we hit the tavern?" he asked. "They know me there."

"Sorry, I don't drink." Fluttershy said quickly in her usual wispy voice.

"Fine, I'll drink for the both of us, just come along." he responded, Fluttershy giving a small smile at this. Maybe spending time with the rest of Canterlot would pep her up. Just as they came to the main hall, Fluttershy heard a familiar sound. As a smile spread across her face, she raced to the nearest window (not covered by stained glass), watching a familiar friend glide gracefully through the sky.

"Philomena!" Fluttershy called, beaming at the regal phoenix as she flew past the Canterlot spires for the castle. It had been so long since Fluttershy had seen her. Just as she came for the battlements of the castle wall, she burst into flames, Fluttershy shrieking at this. Gasping as a pile of soot fell to the cobblestones below, Futtershy stared in awe. The phoenix didn't seem ill or decrepit like when they met before. Why would she just burst into flames now?

"There was an arrow."

Fluttershy turned to Discord, her eyes welling, seeing the look of suspicion on his face.

"Somepony shot her." he said in a low voice, Fluttershy's eyes widening at this statement.

"Wh-wh-why would-" was all she said before Discord shot out from the window, narrowing his eyes as he made his way for the Canterlot clock tower. He could see somepony rush inside the alcove on the side. Clearly this was the assassin. Slinking inside, Discord looked around the oily, gleaming gears, unable to hear any hoofsteps as the mechanisms churned and clacked.

"I know you're in here." he said loudly, a large golden mallet appearing in his clawed hands. "Come on out." he growled as he shot up a large cog to see if he could spot the assailant. Looking this way and that, he saw nothing. Just then, he turned quickly and caught a crossbow bolt with his eagle claw, glaring as he spied a pony standing on a platform above him, a crossbow fitted onto a saddle they wore and their face hidden under a blue hood.

"Gotcha." he said as she shot for the pony, swinging his mallet down with incredible force as the unknown figured jumped out of the way, flipping a switch with his hoof that fired another bolt, Discord just barely dodging it. Lunging, Discord watched helplessly as the pony jumped screaming from the platform down into the black of the clock tower. There was no way of determining who this assassin was now.

The Entourage came to a stop just inside the castle walls as it returned to Canterlot, everypony eager to get some rest before they were off again. As the crew lined up for Celestia, she slowly made her way from the airship, still feeling slightly faint.

"Will you be okay, Princess?" Twilight asked as she joined her, Starlight and Flash Sentry saluting as they stepped into the courtyard.

"I'll be good as new as soon as I find Philomena." the white alicorn breathed.

"You're pet phoenix?"

"My companion for many years." Celestia stated. "Phoenix tears can heal most any wound of any kind, Twilight. You know this, I trust?"

"Of course." the young alicorn responded. She had taken to studying phoenixes after the last time she encountered Philomena a year prior. As the two ascended the steps, they saw Princess Luna who was clearly waiting for them.

"I trust your meeting when well, Luna?" Celestia asked as she and Twilight came up beside her.

"As smooth as they could have gone, all things considered." Luna said, Celestia raising an eyebrow at this. "We have far more important things to worry about right now, though." she said as she entered the castle gates, Celestia and Twilight following her. "Discord gave chase to an unknown assassin..."

"An assassin!?" Twilight gasped, Celestia narrowing her eyes.

"Was he able to apprehend him?" she asked, Luna shaking her head.

"The assassin died while trying to escape in the clock tower, Discord giving chase." Luna explained, Twilight getting a cold chill as she heard this knowledge.

"Who was the target?" Celestia asked as she followed the silent Luna into the grand hall, Fluttershy looking woefully saddened as she sat before a pedestal with something resting in it. As the alicorn trio came up on it, Twilight gasped loudly and Celestia glared at what they both saw. A shiny yellow egg with orange flame designs swirling over it.

"That settles it." Celestia said as she levitated Philomena's egg from the pedestal. "Somepony must be tracking us for Tirek."

"Princess, what-"

"A phoenix will revert back into an egg should it meet with an unnatural end, Princess Twilight." Luna explained. "It's imperative we tend to the egg and keep it safe so that Philomena may hatch soon, without the threat of other hunter ponies." Twilight nodded at this, Luna's words making sense.

"If you'll excuse me." Celestia breathed as she hurried off with the phoenix egg. Twilight and Luna watched as she limped off silently for the steps to her study.

Fluttershy, Pinkie and Rarity were all asleep early that night and Discord was at the local pub drinking it up with the Canterlot night life again. They were all enjoying some small peace. The same could not be said for Twilight, Starlight and Luna and Flash Sentry as the three mares debriefed him on his recent excursions in Luna's private study. Books lined the walls and a few portraits of historical ponies hung here and there as the three stood around a fancy writing desk in the middle of the study, Flash sitting at it.

"So..." Starlight began in a suspicious tone, Luna tending to a small fire in the fireplace that warmed up the spacious room surprisingly well. "How long has it been since you've actually been field training, bro?" Flash gave a deep sigh at this.

"Not since I last returned to Canterlot." he confessed.

"Then what have you been doing?" Twilight asked slowly.

"I've been trawling the Equestrian outbacks." the orange pegasus responded. Luna gave him a suspicious look as he said this.

"Why would you do such a thing without our assistance, Flash Sentry?" she asked.

"To keep a low profile, your highness." he said politely. Flash was always courteous to the princesses.

"So... what have you been doing for the last three months, Flash?" Starlight asked as Luna paced the study. Flash gave a deep sigh at this.

"I first went out into the badlands to see if I could dig up anything on Tirek or the dragons." he explained. "Eventually, I came to the baphotaur temple in the dessert."

"They have a temple?" Twilight parroted. "I thought they were a nomadic people."

"They are." he responded. "They infrequently make pilgrimage to the temple for Lock-Nah to honor him or pay respects to other baphotaur monarchs." he went on, Luna turning quickly as she heard this name. "Lock-Nah was the legendary baphotaur mystic and one of the ancient Elements of Harmony-"

"A baphotaur was an ancient Element of Harmony!?" Twilight gasped. "Princess Luna, why didn't you tell us that at Manehatten, or even when Tirek first came to Canterlot!?"

"We didn't think it was relevant at first, Twilight." she explained. "We had no idea things would unfold quite like this, that this Tirek was such a cunning and methodical adversary... it would seem we underestimated him as well." she said, her ears drooping, shame dripping in her words. Twilight pitied Luna. She seemed more and more saddened as of late.

"Please excuse me." Luna said as she left her study, the other three watching. Before they could wonder where she had left, Starlight turned back to Flash quickly.

"Flash, what did you learn out there?" Twilight knew exactly what she was getting at.

"What do you-"

"Flash, you wouldn't have returned to Equestria if you didn't learn something while you were out there." Twilight added. Flash wondered why he even thought to try and fool them to begin with.

"I learned that when Lock-Nah, the ancient Element of Loyalty died, the baphotaur kingdom split up into nomadic clans that traveled the badlands practicing their magics. There's a number of different clans, but they're all hard to find because they're constantly on the move... only the temple mystics and elders stay at the temple. They had no idea who Tirek was when I asked them about him." This news didn't seem at all shocking to Twilight or Starlight. Flash inhaled deeply as he remembered what else the baphotaur had told him.

"I also learned... most baphotaur don't live much longer than 400 or 500 years old." he said, watching the dying fire. While Starlight raised an eyebrow at this, Twilight's insides turned to ice.

"But... but Rainbow Dash said-"

"Tirek claims to be more than 1200 years old." Flash finished, Starlight's eyes going wide at this as well. "If that's true... Tirek must more power than any of us thought." Twilight couldn't find her voice. Starlight watched the moon high in the sky.

"I've been trailing Tirek ever since... with little luck in finding him-"

"Flash, you can't possibly hope to fight Tirek by yourself!" Starlight called. "That's just insane-"

"I need to do something, sis." he sighed, knowing she was right. "I can't leave Equestria alone... and I can't afford to give my cover away by setting out with a garrison."

"But Flash, you don't need to search for him." Twilight said. "We've got everypony out coming the land for Tirek-"

"It's not enough... my fellow ponies need me. I need to try to find Tirek too." Flash said glumly.

"We're all in this together, Flash." Starlight said. "You don't need to do this alone."

"Please, Flash. Everypony needs you, but so do we." she said, having fought the urge to instead say "I need you". Flash inhaled deeply at this and rose to leave.

"Give me the night to think it over." he sighed as he passed the ember-filled fireplace. Twilight and Starlight both thought the same thing as he left them in the study. He would be gone by sunrise.

Luna stared at the Alicorn Amulet deep in the crystal mines, turning the same thought over and over in her head. She was considering a very risky gamble... she wanted to see him once more.

24. Siege

Zerus hid away, shivering under his heavy traveling cloak. He knew Luna would never have allowed him to come with them on this dangerous mission, but he just had to come... he just had to.

Zerus walked up to the manor he called home for the last four years. Maybe this was what he needed. Maybe he just needed to rediscover himself before he could continue with his studies. Though still unsure about everything, he wanted to continue on with Luna's teachings. The last few years were the happiest of his life. As he came to the steps, however, the young colt saw a dark shape shoot through the sky and land beyond the stone walls that hid Starswirl's mansion away from the rest of Canterlot. What could that thing have possibly been? Hurrying but being quiet so as not to alert whatever entered the grounds, Zerus unlocked the grand gates with the key he was given when he first came to live at the manor and slowly opened the door, stifling a gasp. A tall, elderly baphotaur stood under the shady cherry tree that grew just feet away from his and Luna's garden. Baphotaur were a powerful magic race that had been at war with Canterlot long before even his parents were born. Why would one be here now? Watching with baited breath, Zerus saw it enter the manor.

Stepping through the gate, creeping slowly through the grass, Zerus powered his horn, hearing much more clearly as he spied on the six who stood in the foyer. Discord, he knew well. He was quite the trickster and would visit infrequently. The other was a tall dragon with his wings folded around him tightly, long antlers growing from his head. Starswirl, Celestia and Luna were the others who filled the hall. Listening intently, he heard they were going to the mysterious Crystal Empire to do battle with Sombra. He felt his body quiver. What was Sombra planning? This was not good, not at all. And what was this Cataclysm Starswirl and Lock-Nah spoke of. Zerus had half a mind to barge through the doors and demand they bring him with them, but he knew they would not. Even as skilled as he was and even though he was Luna's protegee, they would tell him to stay behind... perhaps it would be for the better.

"You know we may die, master." Luna said darkly, Zerus' mane standing on end.

"I've known that from the start, Luna," Starswirl said, Zerus growing cold from these words "that is why we Elements of Harmony are tasked with defending the land... so that nopony else need die."

"We must stop Cataclysm at all costs, Starswirl." the gruff baphotaur said. "It's our only hope to save the land."

"Then we must leave immediately." Discord said, Celestia and the dragon both nodding. Zerus rushed to the side as they six exited the manor, hiding in the brush and keeping his head down. As the Elements of Harmony strolled through the courtyard, Zerus watched as the baphotaur stopped at the cherry tree.

"I smell something." he said, Zerus quivering as he shrank down lower in the bushes. "This tree... it smells as though one spends much time here."

"That is the tree of my pupil, Lock-Nah." Luna said, the baphotaur obviously not keen with speaking to any of the other Elements. "He would rest under it most every day... and now he is gone away from here-"

"Still collecting strays, Starswirl?" the brute said darkly. "Were the alicorns not enough-"

"Do not insult my friends, Lock-Nah." Starswirl snapped, glaring at the baphotaur. "Your grudge is with me, not Luna, nor her pupil." Lock-Nah gave a snort as he walked through the gates, both the alicorns and Starswirl shooting daggers at him.

"Why must we allow him to come, master?" Celestia groaned. Starswirl only sighed.

"He is the Element of Loyalty... we need him, Celestia." With that, he led the other five out from the courtyard. This was his chance. Zerus hurried inside the manor and shot to his quarters. He had to be quick if he were to follow them. Packing a tent, stealing rations from the kitchen and sheathing two swords in his pack (both a fancy looking blade from the foyer and his own Luna gave him as a gift), he was ready to follow them. He had to protect Luna at all costs.

Zerus tried his best to warm himself in his tent, but it proved to no avail. Even under his heavy cover, there seemed to be nothing he could do.

"I'm gonna die..." he sighed in a shaky voice. Just as his eyes began to droop, he shot up, feeling faint. Looking around the tent (roaring wind rattling it), he could see bulky shapes. Woozy, readying his blade, stepping out, he saw a shocking sight.

"Squatchen!?" he breathed as he saw the enormous bipedal, white, thick-furred creatures surrounding him. The squatchen were a race of hardy creatures who called the far north their home.

"Young colt," the one before hims began "it is dangerous for you to be out here."

"Return to where you came from before the cold kills you." one to his side said.

"I can't!" Zerus breathed. "I'm following the elements of Harmony. I'm Luna's pupil-"

"Ridiculous!" the one in front of him snapped. "One as reckless and foolhardy as you? You come out here without firewood? You come with only a tent and a cloak to keep you warm?" Zerus felt his heart sink at this. "An Element of Harmony would never take one such as yourself under their tutelage. Go home before you die out here."

Zerus shook his head. "Luna needs me!" he called. "I need to follow them. I need to help them."

"Your lie is easily seen through, colt! Leave now before-" the one squatchen said before Zerus yanked the brooch from his cloak, showing them the crescent symbol on it as they gathered around to see it.

"Luna's symbol." Zerus said, unable to hide a tiny smirk. "I am her pupil... please let me through."

The squatchen eyed him for a moment. Narrowing his eyes, the one in the middle finally nodded.

"If you truly feel it has to be this way, boy... we will show you the way."

The six stood at the entrance to the Crystal Empire. They had all been there in the past. It was always full of life, gleaming like a shining gem while the crystal ponies tended to their town, tirelessly but happy. Now it was a barren wasteland, black chunks of crystal dotting the land here and there as the castle stood, completely covered in the shiny, jagged black stones that dotted the land.

"Where are the crystal ponies?" Luna asked quietly.

"Likely, they were wiped out." Lock-Nah said coldly. Starswirl, however, shook his head.

"Unlikely." Starswirl said. "Cataclysm thrives off negativity... he's likely keeping them alive... likely as slaves." None of the others responded as Starswirl slowly started through the entrance. The moment he stepped off the snowy ground and into the parched kingdom, scores of black crystal golems shot up, all of them motionless and facing the four. They had short stubby legs, long claws that almost touched the ground and massive bulky bodies without heads or even eyes. Starswirl jumped back as the rest of the Elements readied themselves for battle. As they stared the army of golems down, however, none of them moved.

"What's going on?" Nidhogg asked as they looked at the figures.

"No doubt, they are waiting." Lock-Nah said, the golems still standing motionless. "They are standing wait to defend Sombra."

"And they will only attack should we cross into the Empire." Discord said, a gigantic golden mallet appearing in his hands as the golems stood motionless.

"We have no time to waste." Starswirl said, the golems still standing motionless. "We end my son's reign now!"

Zerus tread through the snow behind the squatchen (having been treated by a squatchen medicine man for his hypothermia and given a much warmer cloak), a tall black spire materializing through the snowy, icy gale. No doubt, he was close to the empire.

"We will bring you to the Empire." the chief squatchen proclaimed. "Then we will take our leave... we will not dare challenge the wicked King Sombra's forces."

"Thank you for bringing me here." Zerus said as he came to the Crystal Empire. It was parched and dry like a desert, no snow touching its boarder. Turning, he saw the squatchen retreat into the blizzard. He was all alone.

"This is it." he said to himself as he started over into the kingdom. "No getting sacred." Walking through the quiet streets, he could hear loud crashing in the distance. There was a battle going on.

"Luna!" he called, shooting off in the direction of the noise. He had to help them. Running as fast as he could, he crossed a bridge over a deep canal and rushed through a barren vegetable patch. No matter how fast or how far he ran, however, he saw no other ponies. Coming up around a bend, however, he saw a sight that made him go numb. A sea of moving black crystal filled the empire. What was this. Inching closer, Zerus saw they were golems, rushing to battle the Elements of Harmony in the distance. No sooner did he discover this did several turn to face him with the faceless bodies. His heart pounding, Zerus charged away from them, hoping he would have to face them. This was too much. He wasn't ready for this. As he raced through the town, a scant few golems rose for him and slowly stumbled for him. He could probably evade them, but they were growing more and more numerous.

"I can't be afraid." Zerus hissed to himself. Turning, he fired a blast of magic for one, only for it to bounce off its shining body. This could not be. Trying his hardest, he sent a powerful blast for it, shattering its body. He wouldn't be able to keep doing that, he thought to himself. He'd tire himself out too quickly. Drawing his sword, he clenched it in his teeth and dove for a pack of them, shredding them to bits. It would seem these brutes were made to withstand magic, not battle, Zerus thought smugly. This notion was knocked from his head, however, as he went flying, one of the golems having attacked him from behind. These things were tough, he thought, his sword still clenched in his mouth. He had to find a way to lose them.

Starswirl tore scores of golems to bits with his saber. These creatures were absolutely relentless. They showed no emotion, no fear or remorse. They mindlessly attacked the six. They were, however, completely on top of this. Discord snapped his fingers, several squirming golems floating into the sky.

"Starswirl!" he called as he shredded through a mass of attackers with his golden mallet. Starswirl turned quickly and fired a powerful burst of magic at each of them, shattering them into tiny pieces of black shiny stones. Nidhogg breathed a torrent of fire for them, but it did little other than slow them down. Seeing them still advance for him, he cut them down with ease with his immensely long, razor-sharp wings. Flapping them, he soared into the sky, gliding in a spiral as he descended to the ground, several golems turning upward toward him. As he came closer, he turned at and angle, ripping through the golems as he dug his wing into the ground, bits of black crystal and dust flying everywhere. Lock-Nah fought with no weapon, however. Tearing them to pieces with his bare hands, bucking them with his strong hind legs, he seemed to be in a league of his own As one threw it's claws around his neck, others began to swamp him as he collapsed into the crowd. Seeing this, Celestia jumped for them, obliterating them with her skewering horn. As soon as he had a free hand, Lock-Nah torn the rest of the golems from his body, sending a massive halo of shining energy for a pack of golems, tearing them down. Smiling, Celestia didn't see one golem raise a mammoth, needle-sharp claw behind her. Before it could strike, however, it, too, was blown apart as Luna fired at it with her horn.

"Mind your back, sister!" she called, a claymore clenched in her teeth. Jumping in a spinning motion, Luna annihilated every golem around her. There was no stopping her. Kicking her hind legs, she sent a golem to Nidhogg who shredded it as she sent another blast of magic at a golem coming up on Discord. Starswirl watched as she dove for another pack of golems, cutting them to bits. Why was she so worked up? Before he could ponder this anymore, he torn down another golem coming for him. Suddenly, Discord shot for him, taking a slice from a golems crescent-shaped claw, wincing as he brought his hammer down onto it.

"Thank me later, Starswirl." he called as he shot for another bunch of attackers.

"This is taking too long!" Lock-Nah called angrily as he cast a powerful spell, blasting a crowd of golems into oblivion. "We need to press on!"

"Starswirl!" Nidhogg called, ripping through a bunch with his wings. "Let's go!" the dragon called. Nodding, Starswirl jumped high, the dragon seizing him and flying off for the giant black castle at the center of the kingdom, the others spreading their wings and flying off with them. No sooner did they do this did a powerful torrent of black magic shoot for Starswirl and Nidhogg, knocking them painfully to the ground, golems rushing them as they made contact.

"Sombra is watching us!" Lock-Nah called, shooting back for his fallen comrades.

"And we don't stand a chance alone!" Luna called as she shot down for them as well. Celestia and Discord both swooped for their allies and resumed their fight. This was not good. The army of golems seemed limitless.

Zerus breathed a sigh of relief as he seemed to have finally lost the golems. Hiding under an opening in the gigantic black castle, he looked around the dark crevice. Powering his horn, he illuminated the cavern, a shape discernible in the distance. Cautious, he stepped for it to see what it was. It was clearly another pony, draped in a traveling cloak, but he wasn't sure if they were still alive. Things were set straight when the pony lunged for him, a blade clasped in their mouth. Countering, Zerus held them at bay with ease.

"I'm not your enemy!" he said through gritted teeth. "Please, stop!" Almost immediately, the elderly mare stumbled backwards, dropping her blade and sinking to her knees.

"Who are you?" she asked weakly. Zerus sheathed his sword and bowed to her.

"My name is Zerus." he said. "I am apprentice to Luna of Canterlot-"

"Apprentice to the Element of Kindness?" she stammered. "Why is she not here?"

"She is here, milady." he stated. "I've come here to assist her... are you the last of the Crystal Royals?" he asked, only for her to shake her head.

"I'm the caretaker... and I managed to rescue to last of the royals." she wheezed, motioning to a sleeping little foal wrapped in a blanket. "Please... save the last of the royals..." she breathed. Clearly she was the one who sent the message, Zerus thought.

"The last royal... is our only hope." the old mare said weakly, falling to the ground. "Please... protect... the last royal..." was all she said before making no other movement. Feeling a cold chill, Zerus gave a deep bow to the fallen crystal pony.

"I will not let you down." he said, scooping up the slumbering child. Carefully tucking them into his travel sack, Zerus left the cavern for the dead lands outside. No sooner did he exit, however, did the golems attack once again in full force. Charging, the baby wailing as it was awoken, Zerus dove to and fro, careful not to jostle the child riding with him. It was not easy. There was no way he could hope to fight the golems with the tiny foal with him. As more of the lumbering creatures surrounded the are, he felt his heart beat faster. This wasn't good! He had to get out fast!

The six Elements of Harmony had finally finished off the army of black golems. At last, it seemed, they would be able to confront Sombra together. Stepping to the inner empire, however, more golems shot up, standing watch, absolutely motionless just as before. This, however, isn't what caught the six's eye. Up at the top of the castle's black spire, a gigantic black orb materialized in the sky, burning with purple flames that danced all around it like an evil sun.

"What is that?" Luna gasped as all but Starswirl and Lock-Nah stared in disbelief as the golems stood motionless.

"That is Cataclysm." Lock-Nah growled, clenching his fists as the golems stood motionless.

"No way we can even hope to tear through this bunch in time to stop it." Discord sighed as the golems stood motionless.

"We cannot waste anymore time!" Starswirl called. "It's growing too powerful-"

"Element of Magic, come meet with me."

The six felt their skin grow icy as Sombra's voice echoed out loudly over the empire.

"The Element of Magic?" Nidhogg pondered aloud.

"He means you, Starswirl." Discord said. No doubt, they all thought, Sombra wanted to parade his 'victory' over his father.

"Very well." Starswirl said, everyone looking on fearfully (except for the enraged Lock-Nah). "I will meet with my son." Stepping into the inner sanctum, however, Starswirl was met with the raised claws of all the golems.

"Send the Element of Magic... not the Element of Honesty."

Starswirl's eyes widened at this. "The Element of Honesty?"

"Am I not the Element of Honesty?" Celestia whispered. Just then, it became clear. Lock-Nah was the Element of Loyalty, Nidhogg was the Element of Generosity, Luna was the Element of Kindness, Discord was the Element of Laughter. All these, Starswirl had deduced perfectly, but he confused his and Celestia's Elements.

"How can I be the Element of Magic?" Celestia gasped, noticing exactly what her master had come to realize. "And how could Sombra be able to know something like this-"

"Celestia!" Starswirl said, bowing to her. "You are the Element of Magic... the most powerful Element of all. There is no doubt in my mind... walk through the inner sanctum." Shaking, Celestia slowly stepped to the edge of the inner empire. Was she really the Element of Magic? Sweating, she walked through the crowd of golems, none of them eve budging. Immediately, the other four bowed. She was clearly the Element of Magic!

"This isn't right!" Celestia breathed. "How can I be the Element of Magic!? I'm nothing like any of you! I can't-"

"Master Celestia. You may not be now, and it may not make sense as of yet," Starswirl said proudly "but you will someday come to be stronger than all of us." Celestia felt her heart flutter at this. "Right now, a great evil threatens the whole world... and you've been chosen not by us, not by your title, but by an evil force that only you can stop... we have great faith in you."

Celestia, still unsure of herself, knew she didn't have time to think this over. Sombra and Cataclysm were growing more powerful and the others couldn't hope to defeat the sea of golems in time to help her. She had to act fast.

"Sister, take this!" Luna said as she tossed Celestia her claymore. "You can win... I know you can." The others cheered at this, Celestia feeling her eyes well. Spreading her wings, Celestia knew this was it. Flying higher and higher to the summit, she knew this was where she would prover herself, not just to Sombra and Starswirl, but to the entire world.

Zerus ran at full speed for the boarder of the empire, the baby crying loudly. He had to escape with the foal. He couldn't dare leave it behind for the golems as they closed in on him. As one stood before him, bringing him to a screeching halt, Zerus watched as it raised its claws for him. Just as he powered his horn, however, the golem was shattered from behind.

"Give me the baby, now!" the squatchen chief called, reaching out. Zerus quickly levitated the sobbing foal from his sack, the squatchen cradling it.

"Go now!" Zerus called, not even wondering what made the squatchen think to return for him. "I'll hold them off!"

"You cannot hope to take them!" the chief called as Zerus drew his blade, more and more golems coming up on them.

"I said go!" Zerus called, lunging for them as the chief called for them. There was no point in stopping Zerus. With a heavy heart, the squatchen hurried from the empire, leaving Zerus all alone as he jumped to and fro, kicking and slicing at the ever mounting golem forces.

25. Appleoosa

Applejack and Rainbow Dash both left sheriff Silverstar's establishment and looked around the dusty town of Appleoosa. Not much had changed since their last visit, it seemed. They were to spend a fortnight keeping watch here while troops were mobilized to come to Appleoosa for a later date.

"So, been a while since we been to this ol' town." Rainbow Dash said in a faux-western accent, Applejack rolling her eyes.

"Yup, plus, I really gotta stretch my legs." Applejack breathed, ignoring her friend's gag. "That train ride took us a whole day an' night just to get her." groaned Rainbow Dash as she followed close behind.

After a long bit of talking with Sheriff Silverstar, Applejack and Rainbow Dash had gotten the gist of what had been going on as of late. The ponies of Appleoosa had taken to mining now that their apple orchard was overgrowing its boarder (the ponies still keeping a path for the buffalo to stampede going through the orchard). Looking through the town, they saw it was fairly empty.

"Everypony must be really busy at the mine." Rainbow Dash said as she and Applejack made their way to the edge of the town. As the sun dipped toward the west, they saw a familiar face on the horizon.

"Hey there, cousin!" called Braeburn, Applejack and Rainbow Dash waving as he came to meet with them. He was covered in black dust and wore a red vest and scarf, clearly having just come from the mine.

"How've you been keeping, Braeburn?" the orange mare asked as he joined them walking back to the town.

"Pretty good. I'm a fire boss down at the mine." he said proudly, although Rainbow Dash raised an eyebrow at this. "I'm a foreman down there." he explained, clearly spotting the blue unicorn's expression. "By the way, I thought you were a pegasus when you last-"

"Long story." she groaned, Applejack stifling a tiny chortle.

The town was bustling with life early in the morning, Rainbow Dash and Applejack both shaking their heads at the early start. Joining Braeburn and his fellow miners at breakfast, they ate in silence (although their eating was fairly noisy).

"The princesses want us to keep watch over Appleoosa until she can send out some guards." Applejack explained to her cousin as Rainbow Dash continued to eat loudly. "We're gonna hold down the fort in town while everypony's mining, okay?"

"Sure thing, cousin." he responded, finishing his filling meal. "See you when quitting time's up." he said, joining his fellow miners. Rainbow Dash sighed and lounged back, giving a loud burp.

"That his the spot, AJ." she mused. "We're gonna need to keep our strength up for whatever's gonna come at us today."

"Eeyup!" Applejack called, jumping up to join her friend. Leaving the inn, they started off to the far end of the town where a tall wooden watchtower stood. They had been tasked today to keep watch over Appleoosa from the outpost. Ascending it, they kept a close watch on the horizon, Applejack spotting Braeburn's team entering the mine with a telescope. It was quite a ways from town.

"So, what are we on the lookout for?" Rainbow Dash asked as she looked all around with a pair of binoculars.

"Hopefully, nothing." Applejack responded. "To be honest, I want all this over an' done with." Rainbow Dash couldn't exactly object to that. There had been so much craziness, she also wanted things to be back to normal... she especially wanted her wings back.

The hot sun moved painstakingly slow from one edge of the sky to the other. It had been an incredibly boring day for the two. Groaning, completely drained, Rainbow Dash slumped against the guardrail as Applejack forced herself to keep watch. Was this really what she and Rainbow Dash were going to be doing for the next two weeks?

"You think we'll be home in time for Twilight's birthday?" Rainbow Dash sighed, wishing the day would be over. Applejack shook her head, trying to keep herself awake.

"I hope so." she groaned, spotting Braeburn's team returning, another marching out toward the mine. "I think our shift is up."

"Good, this guard duty stuff is boring!" her friend breathed, descending the ladder. Following, Applejack and Rainbow Dash nodded to their replacements as they hurried to join Braeburn.

"Have fun today, cousin?" he taunted, both the mares glaring at him. "Don't feel bad, guard duty happens to the best of us." Sighing, the two followed him into the inn. The smell of tasty dinner filled the air.

"Well, I guess such a sucky job makes the food taste better." Rainbow Dash said as she felt her mouth water. Applejack couldn't help but agree.

The next day, they decided to go explore the land, Rainbow Dash taking her binoculars just in case. Taking to the trail leading through town, coming to a stop at the apple orchard, they surveyed the land. The orchard did look much fuller than ever. Smirking, Rainbow Dash powered her horn and picked an apple.

"Catch!" she called, tossing it to her friend. Smiling, Applejack caught it and looked it over.

"Looks good... you have it." she said with a smirk, tossing it back to Rainbow Dash. Smirking, taking a bite out of it, she followed Applejack as they came to where the trail led off into the dessert. Looking out at the open frontier, they could see the whole desert, open and wide. They both thought it was very beautiful.

"We gotta get everypony out here when all this is over an' done with." Rainbow Dash sighed, looking over the land. "This just seems so awesome!"

"Yeah, it is." Applejack said, chewing on a strand of wheat, the wind giving a whip to her hat. She was happy they could be out there, at least. It was really quite relaxing.

Just then, however, they saw a cloud of dust on the horizon. While Applejack squinted at the approaching cloud, Rainbow Dash powered her horn, peering through her levitating binoculars, the ground beginning to shake as a rumbling sound began to grow.

"The buffalo are heading this way." Rainbow Dash said, both of the mares stepping back as the herd came up on them quick, passing them by and shooting through the orchard, heading straight toward Appleoosa.

"Looks like they're still lively." Rainbow Dash called over the loud rumble of their stampede, both of them watching as they disappeared around the orange, rocky bend.

"Hello there!"

Applejack and Rainbow Dash both turned to see a familiar face. Little Strongheart, the daughter of Chief Thunderhooves, smiled at them from a rock face overlooking the orchard.

"Hi there, Strongheart!" Applejack called as the young buffalo calf leaped down to join them. She now wore a light, brown garb and necklace of some kind. "How have things been?{" she asked, Rainbow Dash smiling at their old acquaintance.

"Okay... it's nice to see you both." she said, her face falling just a bit. "So, you're here because of the things that have been going on around here? Like the dragons?"

"Even out here, huh?" Rainbow Dash asked, Strongheart nodding.

"They've been less numerous, but my father has also disappeared." she explained. "Without our chief, many of my friends are worried." The two mares were at a loss for words. Chief Thunderhooves was a very large buffalo (large even by his tribe's standard) and if he were to just suddenly disappear, something serious must be afoot, they both thought.

It was a good bit before sunset and the miners were returning to town early, Applejack, Rainbow Dash and Strongheart watching in bewilderment. They were initially going to see the sheriff about the disappearance of the buffalo chief, but as the miners came back early, they figured something might be up. Their suspicions were confirmed when, to their shock, they saw two gruff stallions helping an injured Braeburn back to the village, Applejack gasping as she saw her cousin. Rushing for him, they saw he was covered in bloody bandages, his eye covered as well. He looked in really bad shape!

"Braeburn!" Applejack breathed as she rushed to his side. "What happened!?"

"Sorry cousin," he said weakly as he hobbled with help into the square "I got caught in a gas explosion... part of bein' fire boss."

The trio watched as the crowd helped him to the town center for treatment. It seemed he would be out of work for a time.

"You think he'll be okay?" Rainbow Dash asked quietly. Applejack made no sound.

"I hope Braeburn is well... let's go meet with him." Strongheart said, starting off for the town center.

"No." Applejack said, both her cohorts turning to her. "He needs some rest... let's see him tomorrow." she finished, starting off to the local tavern. Rainbow Dash sighed as she watched her friend enter to building.

"I hope she doesn't get too thrashed tonight." she moaned, starting off to the inn, Strongheart tagging along.

"It's still day light-"

"You know what I mean." Rainbow Dash said sharply as she and the young buffalo walked off back toward the apple orchard, the sun dipping toward the west.

Rainbow Dash and Applejack both were feeling incredibly drained, having been landed with sentry duty once again. It had been just over a week since they came to Appleoosa, and their stay had been incredibly uneventful, spending all their time keeping an eye out for anything that might seem threatening. This was the third time since they had come to Appleoosa that they had found themselves in the tower watching the horizon. It was just so boring.

"How has Braeburn been?" Rainbow Dash asked, wanting to speed the time.

"How many times have you asked me that?" Applejack groaned, spying through a telescope. "He's just fine, he just can't go back to the mines just yet." she sighed, not really paying attention to anything in the spyglass. Sighing, she flopped back onto an empty create for sentry ponies to sit on. Braeburn was going to be out of work for a bit longer ever since his accident in the mine. Paired with chief Thunderhooves' disappearance, things in Appleoosa were slowly but noticeably getting more and more out of hand. After all this, she really hoped to be back in Ponyville by Twilight's birthday. That would be just the fix she (and all the rest of them) needed. It was starting to feel really lonely out in Appleoosa now that there was mining going on. The city almost seemed deserted during the day. Groaning, she wondered what Apple Bloom and her friends were up to.

"Hey, Applejack, look out there!"

Before she could think of her sister any longer, Applejack jumped to the telescope and spotted a shape on the horizon. It was clearly another pony, draped in a dark, heavy traveling cloak, doubled over as they came up on the outskirts of the dusty town. Gasping as the pony collapsed, she seized up her canteen ans hurried down the ladder (Rainbow Dash calling for her) and shot through the town. She had to help whoever this pony was. Coming up to the edge of town, she could see the pony slip into focus over the mirage of the heat. Running as fast as she could, she came up to the pony, seeing it was a stallion. Lifting his head up, she gasped as she saw who it was. None other than Flash Sentry, a pegasus soldier whom Twilight had shown interest in the last time they met.

"Water... please..." he wheezed, his lips chapped and his mane tangled. Immediately, Applejack seized her flash and poured water into his mouth as he sputtered and coughed.

"C'mon, fella." she sighed, helping him toward the town as Rainbow Dash hurried up for them.

"Is that Flash Sentry?" she gasped as she came to him, helping her friend carry him toward the town center. "What's he doing all the way out here?" she asked as the door opened, her horn glowing.

"Your guess is as good as mine." Applejack breathed as they hoisted him onto a table. "I'll go find a medic." she said as she hurried off, Rainbow Dash tending to the groaning stallion.

"What were you doing out there, Flash?" she asked, holding her canteen for him to drink. "What happened?"

"Mer... mer..." he wheezed "mercenary..." Rainbow Dash's eyes went wide when she heard this. There were mercenaries in the desert? Before she could think on this anymore, she heard the door open behind her. Turning, expecting to see Applejack or a nurse, she instead saw a bulky pegasus dressed in a dark blue cloak, a matching uniform underneath. He had a short gray mane, a pale blue coat and a look in his eye that said all too well he had seen much. Rainbow Dash knew him well. It was Stable, a pegasus mercenary leader, known for both his expensive services and how brutal his team could be.

"Been a while, huh, RD?" he asked smugly. The unicorn glared at him, standing between him and the ailing Flash. "When did you get a horn? Where are your wings?"

"I'm not surprised to see you here, Stable." she huffed. "Lemme guess... Tirek hired you?"

"He wants us to make sure he keeps everything under wraps... we just raided ol' Flash in the desert an' left him to die." the mercenary chuckled darkly. "He didn't come too easy, but we managed to steal everything he had... too bad he got here before he died... looks like we're gonna have to clean house out here in Appleoosa."

"You're insane!" she spat, her horn pulsing. "Do you really think any good can come from working for Tirek?"

"Don't know, don't care." Stable sneered. "He pays good, so we'll do whatever-"

"You never changed, Stable!" Rainbow Dash growled, lowering her head. "Everypony in Cloudsdale knew you were bad news... now you're gonna wipe out a whole town for a paycheck?"

"You got it." Stable smirked, a crossbow folding out from his saddle under his cloak. "Nothing personal." As he fired several bolts, Rainbow Dash narrowly put up a barrier dividing Stable from her and Flash.

"You're dealing with a different Rainbow Dash, Stable." she growled, glaring at him.

"Yeah, I know about you coming back an' showing up Cloudsdale an' all, but what do I care?" he snorted, "Just gonna make this more fun." he laughed as a loud roar sounded outside. Rainbow Dash knew it was an airship. Stable's team was here.

"So, what's your next move, Rain- OOF!" was all the brute could say before Rainbow Dash sent him flying with a painful burst of magic. Turning back to Flash, she powered a barrier around them, knowing it wouldn't be much. Barriers weren't her strong suit and without her Element of Harmony, she wouldn't be able to hold it for long if they attacked her all at once.

Outside, several mercenaries (all dressed in dark blue tunics and cloaks) set to raiding the city. Just as Stable rose to head back inside, he was tackled by Applejack, her Element glinting as it hung around her neck.

"Who are you?" she demanded as she pinned him down, his crossbow lying broken on the ground beside him.

"Get offa me!" he snapped, the orange mare holding him in place, despite how much bigger than her he was. "What gives!? Who are you!?" he spat. Just as she was about to demand he tell her what was going on again, another mercenary tackled her from the side, knocking her off of him, her hat flying off as she fell to the ground. The two wrestled in place but Applejack was able to easily overpower him. Stable couldn't believe his eyes? One mare overpowered one of his own troops?

"Get her!" he snapped, several stallions charging for Applejack and leaping on top of her. As more and more mercenaries piled up, Stable snickered, certain they crushed the life from her. Just then, to his shock, he saw Applejack start to fling and thrash her attackers about. What was going on!? Shaking her head, her yellow mane a mess, she glared Stable down, kicking her fallen hat up and placing it back on her head as she smirked at him.

"Got anymore?" she rasped, breathing loudly. Just then, several pegasi troops surrounded her, each of them armed with crossbows.

"Skewer her." Stable laughed as the prepared to fire, Applejack looking nervously around. Just as it seemed this was it for her, a barrel sailed by, exploding in the air as everypony ducked and covered their heads.

"Need some help, cousin?" a bandaged Braeburn smirked, standing beside a catapult loaded with explosive kegs.

"Glad you're here, Braeburn." Applejack breathed, not even wondering what he was doing out of bed. "Now let's run them outta town!" she called, Braeburn sending another exploding keg for the attackers, sending them running as it exploded loudly. Stable, however, shed his cloak and spread his wings, soaring into the air, curving back around and scooping up Applejack, shooting out of town at high speed, her hat flying away as they shot through the sky. As she watched the shrinking town, she saw miners and buffalo returning back into town, ready to fight off these mercenaries. Good thing she and Rainbow Dash went to the sheriff to keep in touch with the buffalo in case anything like this happened, she thought breifly as the deafening wind blew at her and her enemy.

"You're going down, now!" Stable called as he dived down to a butte, dragging Applejack painfully through its rocky side. Swinging with all her might, Applejack cracked him hard in the face with her hoof, the two of them spiraling up into the sky, shooting back down quickly into a mountain range far outside of town, a bigger airship than the one she saw in two anchored in the peaks, several creates surrounding it. Kicking free, Applejack tumbled to a stop near the airship, the Element of Honesty flying from her neck when she made contact with the ground, her attacker swerving quickly back for her.

"You can't mess with me!" he spat, his eyes glaring. "I'll take you down now!" he called as he shot for Applejack. Just as she readied for impact, Strongheart jumped up and tackled him just feet from her.

"Where's my father!" she demanded, turning to kick him hard in the side, but he was quick. He caught her just in time and shoved her away.

"My boss wants the chief to make into a real nasty monster." he sneered. "Funny you came all the way out here." he said just as a wheezing sound could be heard. Looking closer, they saw one of the creates was actually a wooden cage, the giant buffalo bound to the ground inside. Strongheart let out a loud gasp as she charged for her father, Stable quickly turning to buck her painfully away.

"Kids." he smirked as she tumbled toward her father. Applejack had had quite enough. Snatching up her Element, she placed it back around her neck, staring Stable down.

"Time for you to die." he sneered, flexing his wing as a second crossbow folded from his saddle. Applejack narrowed her eyes. Strongheart shook herself awake and stared at the two ponies, her mouth dry and her heart racing. This was it for all of them.

As Stable flexed his wing again, a bolt shot at blinding speed for the orange mare. At the same speed, Applejack spun about, bucking with all her might, deflecting the crossbow bolt, turning back to star her foe down. Both Stable and Strongheart couldn't believe their eyes. How was Applejack able to do such a feat?

"If you missed that, I can do it again." Applejack taunted. Glaring, Stable fired several bolts, Applejack turning around and kicking them all away with her strong hind legs. The two stared in disbelief as Applejack rounded back around and smirked to her opponent. Before he could make another move, the airship they struck in Appleoosa came zooming away, several pegasi flying off with it. The attack was over.

"Looks like you lost." Applejack said smugly. Stable knew she was right. Roaring, he shot through the air and to his giant ship. What was he doing, Applejack though. He couldn't possibly hope to fly an entire rig by himself. Just then, however, it she saw it. Taking a closer look at the airship, she saw it had two enormous cannons mounted on its sides, and, to her and Strongheart's horror, they turned downward. He was going to blow the ship away.

"Have fun!" Stable called as he shot away from the airship. Sweating bullets, Applejack leaped for Thunderhooves' cage and kicked with all her might, shattering it as if it were made of twigs.

"Father, hurry!" Strongheart called as she and Applejack hoisted him up and helped the weak buffalo chief away from the ship, the scent of gunpowder filling the air. Even with Applejack's strength, it was slow going. Thunderhooves was an extremely heavy fellow. Just when it seemed all hope was lost, Strongheart roared out, her light brown coat turning snow white, her strength matching Applejack's. Now, the two of them both quite capable, they hoisted the unconscious chief down the mountain, a loud explosion sounding just seconds later, the trio blown tumbling down the mountain. Turning, they saw a gigantic rock slide coming for them. This was serious.

"You go on ahead!" Applejack called to Strongheart. "I've got this!" The white buffalo nodded and hobbled down the mountain with her father, leaving Applejack behind. Taking a deep breath as she saw the tumbling boulders fall for them, she turned and kicked with all her might, knocking them all away, tiring out as she held off the torrent of crushing boulders. Not daring to look away from the falling rocks, she kicked and kicked as hard as she could, her vision waning. Finally, giving one giant rock a kick, she stumbled away, collapsing out cold. She saved Strongheart and Thunderhooves.

"Wake up, would ya! C'mon! Applejack!"

The orange pony slowly opened her eyes to see Rainbow Dash standing over her, a look of relief on her face.

"You're alright!" she breathed, throwing her hooves around her friend. Applejack strained at the achy feeling that shot through her body, looked around to see she was in their room at the inn.

"What... what happened?" she wheezed, looking to see her cousin Braeburn (still covered in bandages), the white buffalo Strongheart and an equally bandaged Chief Thunderhooves beaming at her. "Is the town okay?"

"The town is just fine, cuz." Braeburn said calmly. "We fought them off easy an' sent a message to Canterlot warning them about Stable an' his team."

"Glad to see you're up." came another voice. Turning, Applejack saw a rather worn looking Flash Sentry hobble toward her. "How'd you do all that?" he asked, Applejack giving him a bewildered look.

"Strongheart said you torn Stable a new one and even bucked away a whole rock slide." Braeburn said excitedly. "How'd you pull that off?" Applejack wasn't sure she could answer.

"Well, the princess said the Elements of Harmony could be used as really strong weapons." Rainbow Dash said, remembering her trip with Twilight to Manehatten and her fight with Tirek. "That's probably how you were able to do all that." Applejack smiled, twitching as she achingly lay back down in her bed. Still, something tugged at her mind as she lounged in the feathery bed.

"Hey Strongheart," she began, shooting up and turning back to the young albino buffalo, noticing she was now wearing a small but noticeable headdress. "What's up with you? Why did you turn white all of a sudden?"

Stringheart blushed at this inquiry.

"She has been revealed as the sacred white buffalo." Thunderhooves said, stepping forward slowly. "One day, she will lead our proud tribe as our cheiftess. Long live cheiftess Strongheart!" he called, bowing to his daughter as her face flushed red. Applejack couldn't help but blush, too. The both of them had really saved Appleoosa.

It was the last night of their stay at Appleoosa. Flash had left a few days earlier, as soon as his wounds healed (against everypony's wishes), but he was at least a little wiser for the ware, Applejack hoped.

Soldiers from Canterlot had finally been dispatched to the dusty town and they decided to have a great celebration. A large feast was prepared for both the newly arrived soldiers and the brave ponies who defended the town. They even cracked open their finest casks of the strongest cider, drinking, singing, dancing and feasting into the night.

"We head out tomor- HIC- tomorrow mornin', Braeburn." Applejack said, helping herself to yet another mug of cider. After her last fiasco, she really felt the need to let her hair down (both literally and figuratively).

"Get yourself a new hat, while you're at it, cuz." he smirked, eating more piping hot food. "You jus' don't look the same without it."

"Don' worry, Braeburn." she waved off, draining her mug. "I awready got one back home ready awready." she sighed, laying down on the table. Rainbow Dash couldn't help but chortle at her friend. "Lucky by the time the train arrives in Canterlot... it'll be jus' in time for Twilight's birthday." Rainbow Dash nodded at this, a smile spreading across her face.

"Y'know, this was kinda nice." the blue unicorn said, watching the celebrating town, taking a drink from her mug of fermented cider. "Just spending time away from everything with my best friend... it sure was nicer than I thought it would be."

"Yeah... I feel something similar." Applejack said, giving her head a shake as she smiled at Rainbow Dash. They really did have the time of their lives out here in Appleoosa.

26. An Intermission in Ponyville

Shining Armor and Cadence walked through the streets of Ponyville, getting bows from everypony they saw. This happened often at both Canterlot and the Crystal empire, so it didn't bother them much.

"It's nice and quiet here." Cadence said, Shining Armor nodding in agreement as they made their way to the Everfree Forest. They were unsure if they should investigate after what had recently happened. A number of ponies had taken to fleeing the town since word spread that Tirek had been sighted in the Everfree Forest and even attacked Zecora and Trixie. Just how close was he. Turning, they could see both of them were thinking the same thing.

"Maybe you can go in shifts?" Spike said in a chipper voice, making them both jump and turn to him.

"You really scared us there, Spike." Shining Armor said, smiling nervously, Cadence giving a sigh of relief.

"Eh, I just saw you heading through town, I figured I'd see where you were going." he said. "Then when you stopped just at the Everfree Forest, I kinda put together you were thinking about going together." The two royal ponies were surprised. Spike was awfully smart of perceptive for his age. He had really grown up as of late.

"LOOK OUT! IT'S TIREK!" Spike screamed, dropping to the ground and covering his face, Shining Armor drawing the Harbinger Blade and Cadence powering her horn as they both turned to a black shape shooting down for them, but neither of them moved.

Spike cowered in the neatly trimmed grass, not daring to move as he heard total silence. After a moment, he felt his side nudged. Shaking like a leaf, slowly opening his eyes, he saw a black raven landed just feet away from them, pecking at the ground. His face flushed red.

"I think we have our lookout." Shining Armor said, putting his hoof around the young dragon, Cadence giggling to herself as the raven flew off into the sky. "Keep Ponyville safe for us, okay Spike?" Shining Armor said as he left Spike and Cadence behind, stepping into the forest. Sighing, Cadence nodded to Spike as she left him behind for the forest. Spike sighed and kicked at the ground, starting back to Ponyville. He hoped they would be safe.

Coming back to the library, giving another sigh as he stepped through the door, Spike thought they were right to go together as he came to the stairs. Two ponies are better than one. Sighing, he climbed up onto Twilight's bed, closing his eyes, Owlowicious snoozing on his perch. He wished everypony would come home soon. He quickly drifted to sleep, still thinking of his friends.

27. Crepuscularity

It had been just a few days since Rainbow Dash and Applejack had left for Appleoosa. Celestia was still feeling fatigued from her scorpion sting but was keeping close watch over Canterlot. There had been no word of Tirek save for an incident near Ponyville. She knew she had to send troops out that way as soon as possible.

Twilight watched the setting sun from the castle wall with Starlight as an airship approached Canterlot. Scratching a slight itch behind her ear, she wondered who could be coming to Canterlot without announcement. Hurrying down the stone steps, Starlight hurrying after her and calling her name, Twilight made her way for the grand gate of the castle. No doubt, Celestia and Luna would already be making their way to meet with these strangers.

"Listen to me, Twilight Sparkle."

Twilight shrieked and froze as she heard the same voice from several nights before whisper in her ear again, Starlight stopping behind the purple alicorn.

"What's wrong, Twilight?" Starlight called, hurrying up beside her. "What's the matter?"

"Wh-wh-whispering..." Twilight stammered, shaking. Starlight looked perplexed.

"What whispering?" she asked. Twilight knew immediately Starlight couldn't hear what she heard, and the fact that she heard whispering once more meant she didn't imagine it the first time. Shaking her head, Twilight ran off from her friend, Starlight calling for her once more. Racing through the castle, trying in vain to chase her pondering of the whispers she heard, she came to the gate of the castle, Celestia and Luna nowhere to be seen. Not wasting anytime, Starlight coming back up to her, Twilight heaved the gates open to find the two alicorn princesses standing wait as the airship slowly drifted through the city, the propellers slowing down as it came to a land not at the docks, but right in the square before the castle. Starlight hurried through the gates and watched as the airship touched down, it's blue flags drifting in the wind current from the propellers.

"That's... that's Stable's crew." Starlight said as they spotted the hatch on the side opening. As several pegasi disembarked, some wearing cloaks and some wearing uniforms, they made their way for the castle, each of them bowing as they came to meet with the princesses.

"Greetings, your highness." one pegasus said, bowing directly in front of Celestia. He had a slightly gray coat and a short blue mane, was dresses in a blue uniform with small golden bars on the shoulders, clearly denoting him as the team's officer. "We of the Stable team wish to offer our services." Starlight watched them suspiciously. She knew they weren't the most savory of soldiers.

"Why do you come with no prior comment?" Celestia asked in a dignified tone. "And why does your leader not meet with me?"

"Master Stable received word that there was an assassination attempt in Canterlot, your highness." he explained, still bowing deeply. "He has humbly offered his services to fortify our capital city and protect your highness. He regrets to inform he has already taken to searching the stretches of Equestria for suspicious activity and cannot be hear in person."

"Searching Equestria?" Luna asked, raising an eyebrow.

"It is our duty to our homeland, Princess Luna." he said, turning to bow to the blue alicorn. "As I understand, Tirek has made several advances on Equestria as of late." None of them could argue with this, especially considering Starlight elected to become Twilight's bodyguard for the same reason.

"Very well, sir." Celestia said, nodding to the pegasus officer. "We will accept your services and thank you for your devotion to Equestria." The other princesses gave a bow to the pegasi. Even Starlight had to admit she was grateful for this new security for Canterlot. "Will you require quarter, sir..."

"Officer Current." the stallion said with one final bow. "And that will not be necessary, your highness. We will keep to the airship." he said, motioning his company to take to the castle. "Squadron 2, begin patrol of the castle at once. Obey the castle guard." he said sharply, his squadron saluting with their wings as they bowed to the princesses and started past them into the castle grounds, Luna and Twilight turning to watch them.

"Squadron 4, patrol the town for suspicious activity. Do not harass civilians." he called, a squad behind him saluting as well as they bowed to the princesses and made haste for the Canterlot streets. "Squadrons 1, 3 and 5, at ease." he said, each of the pegasi starting off to the airship. "I am at your disposal, your highness. We will do our best not to intrude-"

"I trust you will be courteous without my input, officer." she said, turning back to the castle. "Should you require anything, we will be hospitable to our best." With that, Celestia left her audience, Current saluting as the four mares were unsure about all of this.

Three days had passed since Stable's mercenaries arrived in Canterlot of their own accord, and despite several suspicious glances and murmurs at first, it seemed their presence had improved the atmosphere of the grand city. They were courteous to the townsfolk and did not impose on the royal guard. Celestia was slowly getting better from her scorpion sting and she was keeping Philomena's egg well incubated, Fluttershy helping in any way she could.

Meanwhile, Twilight had asked Luna to help train her in swordplay. After her encounter with Tirek at the ruins of Starswirl's observatory, she felt the need to better herself. Down in Luna's study, the loud clacking of wooden swords filled the air as she tirelessly hounded Twilight with her skilled prowess. Turning quickly, Twilight narrowly blocked a powerful strike from Luna, buckling slightly as the blue alicorn looked right into her eyes as they both pressed on. Feeling her face grow hot, Twilight hopped back and shot forward with a lunge, Luna easily sidestepping her pupil and smacking her hard in the back with her weapon. Wincing, Twilight dropped to her knees, her sword dropping from her mouth. That last blow really hurt.

"Pick up your weapon." Luna said darkly. "Stand at ready, Zerus."

"What?" Twilight asked, turning to Luna.

"I said stand at ready, princess!" she snapped. "We continue." Twilight shook her head and seized her weapon once more in her teeth, tuning back to Luna. Despite appearances, they both knew she was making progress. Lunging for another attack, Luna sidestepped once more, striking Twilight again, a large welt left on her back. Twilight buckled to her knees, giving a small shriek of pain.

"Are you done, Twilight Sparkle?" Luna asked, narrowing her eyes. Twilight immediately rounded back for Luna and lunged just as before, Luna performing the same evasive maneuver. When she swung for Twilight, however, the young alicorn kicked back quickly, turning back for Luna and deflecting her blow, taking this opportunity to parry her teacher, Luna stumbling as Twilight's weapon finally made contact. The two turned to the other, still gripping their weapons.

"That's enough for today, Twilight." Luna said, dropping her training sword. Twilight eyed her. "You managed to finally land a blow on me... good work considering so few have been able to match me over the millennia." Twilight blinked at this as Luna started off for the spiraling steps. "Are you coming, Twilight Sparkle?" she asked, Twilight nodding and tossing her training sword over beside Luna's, following the elder princess. Reaching the heavy wooden door to the main corridor, Luna opened it and led Twilight into the hall, a golden sunset filling the corridor. Looking around, she spotted Pinkie and Rarity chatting at the foot of a stairwell and hurried down to meet with them.

"Oh, hello Twilight." Rarity greeted politely. "We were just talking about your birthday coming up next week." Twilight smiled at this as a few guards patrolled by. A little celebration was just the fix they could use.

"Princess Celestia thinks we should make it into a big festival." Pinkie said, Twilight certainly having a mixed feeling at this announcement. "She thinks it would raise up the spirits of everypony in Canterlot. Don't you think so?" Twilight didn't speak. True, she was more content with being a princess now, but was she ready to be at the center of a big celebration? For Canterlot, no less?

"I... I guess so." Twilight said nervously. Rarity and Pinkie could both see their friend was unsure.

"Are you certain, Twilight?" the white pegasus asked, concern in her voice.

"If you don't wanna, we can still have a party with just us." Pinkie added, giving a small smile. "Everypony will be able to make it, I'm sure. Even Rainbow Dash and Applejack in Appleoosa and even Shining Armor and Princess Cadence and Spike." Twilight only shook her head.

"No," she said firmly "if Princess Celestia thinks it will be for the good of Canterlot that we hold a festival for my birthday, then I will agree with her." Twilight faked a smile that fooled her friends. "Everypony could use a celebration, so let's get to planning, girls." she said proudly. Rarity and Pinkie both nodded and trotted off (Pinkie singing "This is your singing telegram, I hope it finds you well, you're invited to a party 'cause we think you're really swell. Twilight's turning nineteen so help us celebrate, the cake will be delicious, the festivities first-rate"). Twilight's smile faded just a bit. She did like seeing her friends look so happy.

"If you don't feel this would be for the best, Twilight, you can tell me."

Twilight turned quickly to see Celestia smiling down at her, several mercenaries patrolling behind her. Was she listening in on them?

"If you think we should hold a celebration for Canterlot, I see no reason to decline, your highness." Twilight said in a proper tone. "The townsfolk need this after everything that's been happening."

"Very well, Twilight." Celestia said, turning. "If that's what you feel is right... you've grown up so much." Smiling, Twilight hurried to catch up with Celestia.

"I guess it has been a long time since I was just a student." Twilight said. "I'm still just learning everything, though." Celestia nodded at this.

"It's not uncommon for somepony to learn all throughout their life." she said as the left the castle for the courtyard, giving a small chuckle, Twilight turning to her.

"What's funny, Princess Celestia?" Twilight asked.

"I just thought of what you said to me the night you first read the Mare in the Moon." she said. Twilight's face flushed red. "You rushed in and said 'Help me, princess, I've never been so afraid in my life.' You were so cute." Twilight turned away, smiling nervously. Still, she did find herself suddenly reminiscing on life growing up at the castle. It was such a wonderful experience, she wished she could do it all over again. Nevertheless, she thought as she and Celestia can to a stop near a garden with plump vegetables and fragrant herbs, watching the sunset, she wouldn't trade anything for the life she had now with her Ponyville friends.

Twilight surveyed the beautiful dress Rarity made for her birthday. It was fairly similar to the dress she made for the Grand Galloping Gala over a year ago, puffy, lacy and blue with bright stars around the hem.

"This is a new style I heard about." Rarity explained, peering over it with her thick-rimmed glasses she only wore for dress making. "It's called 'Lolita' and it's reminiscent to old-fashion clothes from around one hundred years ago. That beastly Marco says it's popular in his homeland." Twilight chortled as she thought of the kappa. She had met with him a few times since he came to Canterlot a few years before she left for Ponyville. He was usually polite toward her.

"It looks really pretty, Rarity." she said smiling. Maybe this birthday wouldn't be so bad as she thought it would be. "I'll leave you to your work, okay?"

"But wait!" Rarity called, shooting to Twilight. "Is there anything it could use? Anything it's missing or has too much of?" Twilight gave a sigh at this. She knew Rarity was trying to make sure it was perfect after the mishap with her friends' dresses for the Grand Galloping Gala last year. Shaking her head, Twilight assuaged her friend.

"Rarity, it's perfect." she said, Rarity looking Twilight over. "I trust your judgement and I know you'll make me a beautiful dress for my birthday." At this, Rarity smiled and returned to her seamstress work. Everything was going well. Stepping out from Rarity's suite, Twilight walked to one of the gigantic windows at the edge of the hallway of the castle and watched the setting sun over the town. Canterlot always looked so beautiful in the sunset. It was her favorite time in the town. She really felt like she was a little pony again.

"Hi, Twilight."

The purple alicorn turned to see Starlight strolling up toward her, smiling as she walked.

"I just checked in with Current." she said, coming up beside her friend. "There's no suspicious activity going on. Good thing we have Stable's team here." she said, both of them looking out the window as Current commanded troops in the distance. "I wasn't exactly sure we could trust them since Stable has a tendency to be too mercenary and such." she went on, Twilight smiling as a troop of royal guards saluted to the mercenaries down below. "But I'm glad they're taking to defend Canterlot." she finished as a troop of both royal guards and Stable mercenaries patrolled by. Twilight nodded in agreement. The ponies of Canterlot did seem so much more secure now that Stable's team was keeping watch of the city. In fact, it seemed the tension of Tirek's attacks had faded completely. It was almost as if the entire town had returned to the state it was in before Celestia had commissioned Twilight to Ponyville.

"So, feel like hitting the bar?" Twilight asked mischievously, Starlight staring at her. Even Twilight had to admit, this didn't seem quite like herself.

"But... but you're a princess-"

"You think a princess doesn't know how to drink?" Twilight asked mischievously. "C'mon, it'll be fun." she said, starting off.

"But... but..." Starlight stammered, trying to find a reason to say no. In truth, they could both use a night to blow off steam. There had been no new word from Appleoosa or even Ponyville. Shaking her head, Starlight hurried alongside Twilight, her face turning a slight tinge of red. "I don't usually drink-"

"Then I'll get drunk for the both of us." Twilight said proudly, Starlight turning quickly for the princess as she laughed loudly as they descended the steps to the castle courtyard. "I'm just joking." Twilight sneered, Starlight chuckling. "Don't worry, I'm not the kind of pony that just gets drunk. You worry too much." she said, chuckling as well as they pressed through the castle gates, two mercenaries lowering the drawbridge for them to cross the moat.

"You had me going there for a minute." Starlight said as the walked through the streets of Canterlot. "Current surprisingly hasn't been drinking at all since he came here, so that means the bar will have a wealth of excess whiskey." she taunted, Twilight giggling as they walked through the streets. These really were the best of times.

Twilight walked through the halls of the castle, ready to continue her swordplay training today with Luna. As she knocked on the door, there came no answer. Was Luna away today? Giving another knock, there came no answer still. Shrugging, Twilight strolled off. Maybe she'd see how Pinkie or Fluttershy were handling the festivities. Now that she thought about it, she hadn't seen much of Fluttershy or Discord. She wondered where they could be right now. Last she heard, Fluttershy was still helping to reform Discord after how long he spent away from everypony. Stepping out the main doors to the courtyard, a few mercenaries bowing to her as she walked by, Twilight saw Luna tending to the small garden she saw the day before.

"Oh, hello, sister." Luna said turning to see Twilight instead. "Oh, it's just you, Princess Twilight." Twilight walked up beside Luna and looked over the garden.

"You're the one tending to this garden, Princess Luna?" she asked, stepping up beside the blue alicorn as she poured a watering can over the rows, the sun hanging high in the sky.

"I always enjoyed gardening." she explained smiling. "Zerus and I planted several gardens when he studied under me." Twilight watched as Luna poured different amounts of water over the growing plants. She really knew a lot about her crops.

"Would you be interested in learning gardening, Princess Twilight?" she asked politely, setting the watering can down. Twilight looked the plants over once more.

"Growing things isn't really my strong suit." she said nervously. "Anytime I tried to plant or grow something when I was studying under Princess Celestia, it all just ended up dying in a few days." she said with a laugh. "It was always 'water this' or 'dilute that' or 'rotate those'. It made my head spin." Luna chuckled at this. It would seem even a studious pony like Twilight couldn't pick up on everything.

"I'm guessing you want to continue your swordplay, Princess Twilight?" Luna asked as she strolled past her fellow princess and started up the steps to the castle. Nodding, Twilight hurried up beside her.

"I want to make sure I can learn it all fast-"

"Take the day off." Luna said as they walked through the doors. Twilight blinked as they stepped inside the halls. Take the day off?

"But... but we've been training so hard." she said. "You're so... adamant about me learning and-" "And I say you need time to rest." Luna interjected. Twilight opened her mouth to protest, but she reconsidered it. Celestia said the same thing to her several times when she was growing up. Maybe she could use a break from all the sword fighting, she thought as they passed the tall windows of the corridor. They had been at it for a while.

"Okay, princess." Twilight said with a nod. "I'll just relax today." she said walking off, Luna smiling. It seemed the princesses all had more in common with each other than they originally believed.

Celestia looked through her spyglass from her spire as a few soldiers and mercenaries patrolled the Canterlot train station, smiling as more of the Stable team arrived on a steam engine, the sun drifting toward the west. She was glad so many ponies were devoted to Equestria. Just then, there came a knock down below. Stepping down the steps into her observatory, Celestia walked over to the heavy wooden door as there came another knock.

"Coming, coming." she said pleasantly. She had finally fully recovered from her scorpion sting and felt quite relieved for the first time in days. Answering the door, she saw some few guards saluting as she answered. "May I help you, sirs?" she asked with a nod.

"Your highness," one started "the phoenix egg is hatching." Celestia smiled and hurried from the room. It was important she be there for Philomena to hatch. Phoenixes, like many creatures, bond with the first thing they see when they hatch, after all. As she hurried down the spiral steps, she entered a metal door at the edge of the corridor to the room of relics. Sure enough, Luna stood there as the orange and yellow egg shook on a mount in the center of the room. As she came up to it, Luna stepped away, waiting for it to hatch. As soon as she walked up to the egg, however, the metal door slammed open, Celestia and Luna both turning to see a number of armed mercenaries rush in, their saddle-fitted crossbows primed.

"What's going on here?" Luna demanded, glaring at the pegasi. Celestia covered the clicking egg with her wing.

"Give us the phoenix egg and we'll leave." one mercenary said. "Tirek's orders." The two narrowed their eyes. They had been employed by Tirek this whole time? These mercenaries were a savvy bunch.

"Get out of our home." Luna said sharply, narrowing her eyes and her horn began to pulsate. "We will make you regret it if you don't." Immediately, they fired on the two, Luna placing a barrier around them as the bolts snapped and deflected on contact. Glaring, stepping forward, Luna lowered her horn, blasting them all and sending them through the wall of the castle. "Stay here, sister." Luna said, spreading her wings. "It's time to cleanse some rats." she scowled, shooting through the hole she torn in the castle wall. Sure enough, she saw mercenaries flying this way and that, firing bolts on guards and townsfolk who had taken up arms. This was not good. At the dock, she could see the airship rising. She had to disable it. There was no telling what was going to happen if it got up and moving. Shooting through the sky, she weaved to and fro between attacking mercenaries, some with their wings armored and some with crossbows. Coming to the airship, she fired at a pair of small propellers, the ship tilting somewhat. Instantly, a barrage of bolts shot up for her as she narrowly shielded herself from harm. As she held her barrier in place, however, more and more bolts shooting up at her, there was no way she could attack the rest of the propellers. Glaring, still generating her barrier, Luna shot down at the ship and into the crowd of attacking pegasi, sending them flying this way and that, a number of them sailing over the edges of the ship. Dropping her barrier, she dove for the dazed attackers and smacked them hard with her wings, knocking them senseless. In a flash, she dove out of the way of more crossbow fire, narrowly avoiding the skewering shots. The mercenaries she walloped weren't so lucky.

"Leave Canterlot!" Luna roared, running at blinding speed, keeping just one step ahead of the hail of crossbow bolts. Lowering her horn, she sent a whip of energy for the attacking ponies, knocking them away. As several reloaded their crossbows, Luna made a dive for them, tackling the pegasi and kicking them all about. Just then, the airship began to tilt more toward the side. Looking up, the propellers were beginning to spin faster. It would be long until they steadied the flying ship. She had to be fast. Shooting up, she fired another shot at one of the giant propellers, the ship tilting forward to the ground as it stopped spinning. The mercenaries all stumbled and slid on the deck of the ship, save one. Current, Stable's trusted friend and second-in-command, stood at the bridge, watching the blue pegasus fly about and cripple the ship, his face wearing no expression. As the ship began to sink downward to the ground, the uniformed pegasus spread his glinting, armored wings to balance himself. Looking at the streets of Canterlot, he could see the mercenaries heavily entrenched with Canterlot's royal guard. They had spent the last week casing the city and its military, fending them off and stealing the phoenix fledgling was thought not to be a trick, yet it seemed both sides were fairly even matched... save for the princess.

Shooting into the pink sky, his face still emotionless, Current shot behind Luna and sliced into her side, sending her spiraling down to the deck of the ship. Flapping her wings, she came to a rocky landing and glared up at her attacker.

"Come down here and face me, coward!" she called for him. Rather than comply, Current shot for a disabled propeller and cut a large, sharp blade down with his armored wing and threw it down at the princess, Luna blasting it away with her horn. He did the same maneuver once more, sending several blades down for her as she jumped out of the way, each of them jamming through the wooden floor of the deck. Having had enough, Luna shot up for him, firing at him as he dodged her horn's torrent. Shooting for her, the gray stallion swung his wings down for her neck, but she was quick and she countered with her horn. The two looked into the others eyes, not blinking once. He was strong, but she wasn't about to give up. Shoving him away, Luna shot for him once more as he quickly swung once again, the two locking once more. Just then, there came the sound of roaring propellers. Was the airship lifting back up? As Luna was distracted by this, Current shot around and kicked her hard in the face, knocking her through the air as she saw another airship on the rise. Reinforcements! Just as Current smiled, the airship coming from the setting sun fired two rounds at the dropping airship, both Current and Luna staring in disbelief as it quickly crashed to the ground. As it came closer, they saw why. It was the Entourage. Starlight's team had arrived to help.

"Took you long enough!" Starlight called up from the ground, both her wings armored and her mane disheveled. She had clearly been in the thick of fighting. Just then, Current shot down and tackled the orange pegasus. Climbing to her feet, she narrowly blocked the slice of Current's wing.

"Stable said he wanted you dead if nothing else." Current said, looking more annoyed than angry, his team flying off as the Entourage fired on the attackers. "It doesn't make much a difference to me, but he is my leader." he went on, swinging for her with his wings as she swung back. As they looked each other over, Current swung his wings once more for her but they stopped just a foot away from his opponent. Turning, he could see Twilight holding a katana in her mouth, smirking at him, her Element on her head.

"Sorry, Current." she said, shoving him back. As he got his footing back, he swung for her with his wings.

"So the new princess wants to play?" Current taunted as they matched blades. Swinging lazily for her, she pressed on, catching him off guard. Her sword training had really paid off, it seemed. How was she able to keep up with him after just a week or so of training? Swinging this way and that, Twilight quickly turned the tides and forced Current back. He had really underestimated her. Just then, she rushed him, knocking him over into a fountain with a loud splash. Starlight cheered at her friend's accomplishment.

"You're really handy with that blade, Twilight." she said proudly, Luna landing beside them a moment later.

"I dunno, this sword feels awkward." she said, looking the katana clasped in her mouth over. "I just grabbed the first sword I saw to fight with. This isn't even the kind of sword I trained with-"

"Training with me will make any versatile in no time." Luna said proudly. Were they really making light of this attack? What was going on, he wondered. Standing up in the fountain, he looked them over, his wings still spread. At this, all three of them smirked and stood at ready. There was no way he could handle three of them at once.

"Just wait until next time. I won't go easy on you, new princess." he spat, flying off. Just as the three spread their wings in perfect synchronization, several bolts fired at them, , Luna powering a barrier between them as the pegasi covered their leader's escape. Just as Current disappeared into the sunset, the last remaining mercenaries flew off, the trio ready to give chase, but they were all quickly smacked out of the sky like flies by a gigantic golden mallet. Discord had just stopped the last of them.

"Like I'd weasel my way into the last part?" he said mischievously, the trio staring at him. What was he doing this whole time, just waiting for that... probably, now that they thought about it.

Canterlot castle was in fairly decent shape despite the chaos earlier. Order was quickly restored to Canterlot and the guards quickly doubled their patrols. It seemed most everypony had managed to survive the attack with no real damage, and those who were injured were being tended to promptly.

Twilight, Luna and Starlight had gathered with Celestia in the room of relics and looked over the adorable little phoenix chick as she happily chirped at them, the moon glowing through the castle windows.

"How long until Philomena's big enough for her tears to heal again?" Twilight asked as she watched some unicorn guards tend to the hole Luna blew in the wall earlier.

"Just a few months." Celestia explained. "It's a good thing everypony is safe." she said, watching the townsfolk tidy up the town.

"Those slimy traitors really had us fooled." Starlight said her smile fading. "Things could have really gotten a lot worse if we weren't as ready as we were."

"Those of Canterlot never let their guard down." Luna said proudly, Twilight nodding. Just then, a guard hurried to them, Celestia stepping toward him.

"Your highness!" he said sharply. "Urgent news from Appleoosa." he said, giving a letter with a priority stamp on the edge. Narrowing her eyes, tearing it open quickly, Celestia looked it over, but her look of concern was quickly replaced with a look of amusement. The other three mares were confused to say the least.

"Princess?" Twilight asked, Celestia stifling a small laugh and read aloud;

"'Dear Princess Celestia. We have urgent news. The Stable pegasus mercenary team has been employed by Tirek. Do not trust them if they come to Canterlot. Your loyal subject, Applejack.'"

The three others stared for just a moment before they laughed as well. Why couldn't that letter have arrived just one day earlier?

28. The Cutiemark Conclusion

Apple Bloom, Sweetie Belle, Scootaloo, Babs Seed and a regressed Trixie (hiding away for protection) strolled down the bustling afternoon streets of Manehatten. After Tirek's attack on Trixie and Zecora, several ponies had left Ponyville. Big Macintosh and Granny Smith wasted no time in sending Apple Bloom away to keep out of harm's way, Scootaloo and Sweetie Belle coming along with her (they of course had gotten permission from their parents to leave for Manehatten).

It was a real switch for them here in the big city, but something much more heavy weighed on their minds. Sweetie Belle had gotten her cutiemark on the way to Manehatten. It happened when they were riding the train. While the four of them were playing (Trixie enjoying her little shrink), Sweetie Belle took a moment to marvel at some of the hanging pictures in the train car. She thought they were quite pretty. Then, before her friends eyes, it appeared on her flank. A portrait with a song note in it.

"I must be an artist! Or maybe an art critic!" Sweetie Belle called as her friends just stared. She hopped up and down on the train as the moment of realization dawned on them all. They were growing up. Now that they thought about it, what did it mean for them? What was going to happen to the Cutiemark Crusaders?

Babs lead them through the streets, excitedly showing them everything Manehatten had to offer. It made the small town ponies dizzy just looking at all the bustling crowds and towering buildings.

"My favorite ice cream place is just up here." Babs smiled, stopping to allow a patrol of guards to pass by. "C'mon, I'll treat you." she said as they hurried up to a busy ice cream parlor. As the four Ponyville ponies hurried up behind her, they saw her stop at the doors. What was going on?

"Actually, let's so see the sunset from the bridge." Babs blurted, hurrying off. Confused, but not wanting to get lost, they hurried behind her as a pair of colts exited the ice cream parlor.

"What about the ice cream?" Trixie called, hurrying up behind Babs.

"Eh, it was busy." she said as they raced up the street. "We'll go back another time." The others just shrugged this off as they followed up behind her. They had never seen the sunset from the bridge. As they came to the pathway on the bridge, they raced up the incline, several wagons and carts racing up and down the road. Streets in Ponyville were never this busy!

"Just up this way." Babs called as she lead them to the middle of the large bridge. Smiling, they turned to the bay... and all they saw was a purple sky.

"That's the east." Babs said, her friends turning back to her. "The sun sets that way." she said, motioning them toward the town. As they watched, their eyes grew wide as the black, shadowy buildings were dotted with lights up and down the windows, the orange and red sky behind the skyline shining vibrantly. It was nothing like what they were used to at Ponyville.

"Pretty cool, huh?" she asked as they watched on. "Stick with me an' you'll love it here." she smiled, turning back to watch the setting sun.

It had been a few days since the Crusaders first came to Manehatten. Babs had shown them around the town more and more every day, more and more things to be seen everywhere.

"So, what d'you wanna see next?" Babs asked, leading them up a familiar street.

"Maybe the Central Park zoo?" Sweetie Belle cheered, hopping up and down, the other Ponyville ponies nodding and grinning in agreement.

"Okie dokie lokie!" Babs cheered, leading her friends off. Come to think of it, she hadn't been to the zoo in quite some time (not that it really bothered her).

"Alrighty, then!" she called, leading her friends down the road. "To the zoo!" she exclaimed, everypony cheering behind her, the wind giving a whip to their manes. Apple bloom mused to herself as to what kind of exotic animals could be there for them to see at the zoo. Just as they came up to a pass, however, Babs stopped suddenly, turning quickly back to her friends.

"Wait a minute!" she said suddenly. "I forgot to take you to my favorite ice cream place a few days back." the four looked at each other. This was true. Trixie smiled at this.

"Well, the great and powerful-" "And tiny." Scootaloo interjected, cutting the regressed blue unicorn off, everypony chortling as Trixie scowled, her face growing red.

"Never mind!" Trixie huffed, turning. "I feel like ice cream!" The others cheered, Babs' heart giving a leap.

"I want ice cream!" "Me too!" "Yeah, me three!"

"Alright, follow me!" she called, racing off at full speed, the little fillies hurrying up behind her as she lead them quickly up the street. It was a hot, humid summer day, and they all could really go some cool ice cream. Passing a few crosswalks, Babs looking back at them a few times, they finally came up to the ice cream parlor they saw a few days prior just up the street.

"There it is!" Scootaloo called as they came to a stop outside the double doors. "It's ice cream time!" she called, Babs shooting inside, Apple Bloom holding the door for her fellow Crusaders and Trixie as they hurried in. Shooting inside, Apple bloom hurried up behind her friends as everypony stood in line.

"It's a little busy in here." Scootaloo said, looking at several ponies ahead of them. Babs just waved her off.

"This is nothing." she sighed. "Lines in Manehatten are never this short." she added, the four other fillies nodding at this. They weren't used to big city life after all. After a lengthy bit of time, they finally made their way to the counter and placed their orders, paying a handful of bits for their icy treats.

"Let's get a seat by the window!" Trixie cheered, everypony hurrying over an open table at the window, giggling and watching the passing ponies and carts. Watching everypony and everything passing by was a big switch for them as they watched out the big window.

"Thanks for the ice cream, Babs." Apple Bloom called, turning to see her cousin was sitting far off at another table. Why wasn't she sitting with them, she wondered, the others chatting cheerfully as they dug into their ice cream. Getting up and walking over to her cousin, Apple Bloom saw her watching out the window at the passing crowds.

"You okay, Babs?" Apple Bloom asked solemnly. Her cousin immediately smiled and nodded.

"No prob." she said, taking a bite from her ice cream. "I'm just so used to the busy city. I like some peace an' quiet when I get some ice cream." she said. "This is the same table I always sit at." Apple Bloom shrugged at this and walked back to her table, leaving Babs behind as she looked down at her ice cream. As she looked out the front window once more, Apple Bloom sat at her table with her ice cream.

"Figured you could use some company, cousin." she smiled, Babs looking at her cousin. After a bit of staring, she smiled as well, the two fillies chuckling and chatting as they ate their ice cream.

Stepping outside after finishing their ice cream (Scootaloo and Trixie's ice cream had melted from them chatting so much more than eating). The sun was beginni9ng to set and another squad of guards strolled by.

"Guess we should get on home, huh?" Babs said. The others nodded. "Y'know." she said as they walked off down the street, the highrises starting to become peppered with glowing lights "it's nice for you all to be visiting. Every since my two friends got their cutiemarks it's been a little lonely." she explained, the streetlamps beginning to flicker. "They got their cutiemarks an' their folks sent them off to fancy schools... it's been just like old times." she sighed.

"You mean like when you were being bullied?" Sweetie Belle asked, a look of concern on her face. At this Babs gave a quick shudder.

"N-no, I didn't mean it like that." she said defensively. "Just kinda lonely, is all." she added, walking faster up the street. The others really didn't feel like pressing the issue. It really wouldn't help.

The five little fillies chatted amongst themselves as they walked up the street of Manehatten. It wasn't nearly as muggy as it had been outside and they were back to exploring. It was a new adventure every day, Babs showing them the way, the perfect guide. She knew just the right streets to take and all the perfect shops and attractions to show them. Manehatten hadn't grown bored for any of them. Not even Babs.

"So, where d'you wanna-" Babs started before walking straight into somepony, stumbling back onto her bottom.

"Watch where ya goin', blank-flank!" came a boy's voice, the others looking to see two gruff looking colts smirking up ahead. "You've been really hidin' away lately, huh, blank-flank?" an orange one sneered, Babs blushing as she saw who was talking to them.

"We thought you skipped town, lil' Babs." a blue one taunted as she looked on completely embarrassed. "So, you got more blank-flank friends?" he asked, looking at the Ponyville fillies, each of them scowling. "We're not gonna bother with you baby fillies." he sneered as they turned to walk away, chuckling to themselves. Babs got up slowly, her eyes filled with tears.

"Who the heck was that?" Scootaloo demanded, glaring at them as they disappeared. Babs only shook her head.

"They're a couple bullies who've always been messin' with me... 'cause I got no cutiemark." she sighed. "They always follow me everywhere an' never leave me alone 'cause I'm a blank-flank." she sighed. Just then, Scootaloo stepped up, glaring.

"Well, that's just dumb!" she called. "I mean, you stood up to Diamond Tiara an' Silver Spoon, right?" she called. "You're one of us. You're a Cutiemark Crusader." Babs smiled and wiped her tears away at this.

"Yeah, you're right." she said, turning to see they had completely disappeared in the bustling crowds. "I'll... I'll try to remember that next time they show up." she said, everypony nodding at this.

"Well, let's get back to Manehatten!" Trixie cheered, everypony nodding. "Where to next, Babs?" she asked, Babs hurrying off down the street.

"To my old club house." she called back to them as they shot down the street. "I'll teach you the games me an' my old friends used to play." The five hurried down the street and rounding a bend here and there until they came to a stop at an alleyway. Stepping down the small street, they saw it led to the underside of an elevated train track, stacked creates and hanging tarps here and there.

"This is cool." Scootaloo said, looking around the setting. It was much more unconventional than their clubhouse back in Ponyville.

"Yeah, this is pretty nice." Sweetie Belle said, sitting on a small, worn create. Babs, however, looked around her clubhouse.

"What's wrong, Babs?" Trixie asked as she looked up at the train tracks above for a minute.

"All my stuff is missing." she breathed. "My cart, my dartboard, my playing cards." she looked everywhere feverishly. "What happened to everything? I can't find-"

"Hey, look!" Trixie called, motioning up to the train tracks. Everypony looked up to see a shape moving down the tracks slowly. They all thought the same thing immediately.

"How do we get up-" Apple Bloom stammered as Babs shot out the front of her club, leaping up a stack of creates and climbing up onto the tracks. She saw exactly what she was both dreading and knew she was going to find. The two colts from before had stolen her cart and had it stuffed with her things, both of them hauling it off slowly.

"Hey, you!" called Scootaloo, Babs and the colts turning to see she had managed to shoot up to the train tracks as well. "What d'you think you're doing?"

"We're just taking some of that stuff off lil' blank-flank Babs' hooves." one of them taunted, Scootaloo glaring. "What are you two gonna do about it?" the other asked, Babs shaking and gulping.

"We're not scared of you!" Scootaloo called. "C'mon back here, why don't ya?" she snapped. The two colts looked at each other and laughed.

"You come up here, why don't you?" they called. Babs scuffed her hoof nervously at this, the two of them laughing as Scootaloo glared up ahead. Babs was tired of them taunting and laughing at her. It had gone on for as long as she could remember. This was it! No more, she thought. Glaring, blowing her mane out of her face, she stomped up the tracks to the two colts, both of them staring.

"Not so tough now, are ya?" she asked, smirking at them. They just stared at her.

"Well, what are you gonna do, huh?" one snapped, Babs turn and kicking her stolen cart hard, her dartboard flying out and through the tracks down into her hideaway.

"I'm takin' my stuff back." she taunted. "What are YOU gonna do about it?" Neither of them made a move. "That's what I thought." she said, coming up under the yolk of her cart and turning it around easily, both of them surprised at how strong she was. "Have fun, you two babies!" she laughed, hauling the cart down the track easily. Even Scootaloo was shocked at how she was able to pull a heavy cart all by herself.

"Care to help me get this down, Scootaloo?" Babs asked, not even having broken a sweat as she came to her friend. Scootaloo only stared at her. "What? What's up now?" she asked, turning not to see the two bullies but instead her brand new cutiemark. Babs gasped loudly as a red shield with an apple seed appeared on her flank. This just couldn't be, Babs thought, her eyes welling with tears.

"You two okay?" Sweetie Belle called up to them from under the tracks.

"I... I got my cutiemark." Babs said quietly, her voice barely echoing down below.

"What was that, Babs?" Apple Bloom called up.

"I got my cutiemark!" Babs cheered, hopping up and down, everypony down below staring up at her. Babs was the second Crusader to get her cutiemark. This was just unreal how fast their cutiemarks were appearing.

Everypony was so excited that Babs had gotten her cutiemark. Since it appeared, Babs had been going on about joining the royal guard or even the Manehatten police force. She was still going on about it as they stopped for snacks at a local store, Apple Bloom staying outside. Just as the others entered, however, Sweetie Belle turned to see Apple Bloom walk off, a disgruntled look on her face.

"Apple Bloom, what's wrong?" Sweetie Belle called, hurrying out for her friend. Apple Bloom just sighed.

"You an Babs just got your cutiemarks." she said glumly. "We've been wanting to get them for two years now, but now that we're finally getting our cutiemarks... what happens next?" she asked, sparking the same questions they briefly pondered when they came to Manehatten. "Babs says her friends went away when they got their cutiemarks... but what about us?" she asked. Sweetie Belle couldn't find the words for this. Apple Bloom was right. What if they were going to go away to some fancy school or academy now that they had their cutiemarks? Just then, they saw something grand in front of them. It was a museum and it looked like it was full of fancy exhibits.

"I say we spend a lot of time together, Apple Bloom." Sweetie Belle said as she raced to the museum, Apple Bloom hurrying up behind her friend, still thinking about all this. Coming up to the museum, however, they saw that it was closed. Hurrying up to it, they saw a security guard locking up for the afternoon, Sweetie Belle jumping in front of him.

"Please, mister, can we see the museum?" the tiny unicorn asked in a proper tone. The guard only shook his head.

"Sorry, kid." he said, locking the door. "It's after hours-"

"Please, mister." she said again, frowning. "I just got my cutiemark in art." she said, turning to show him her cutiemark. "I really wanna show my friend everything I know about art. It's what my cutiemark is telling me." she cooed, her eyes welling with tears. "I wanna know what it's really like to have a talent." she said, looking straight into his eyes, another squad of guards passing by. After a moment, the guard sighed, unlocking the door.

"Only fifteen minute, kid." he sighed. "Then you gotta leave." With that, Sweetie Belle squealed and hopped up and down excited. As the guard opened the door, the two hurried inside, looking at all the many works of art throughout the museum.

"I learned that trick from Rarity." Sweetie Belle smirked, wiping her eyes as Apple Bloom giggled. There really were some pretty pieces on display, some of them weird and some of them fancy looking. As they spotted a very old black and white portrait of a nurse and sailor pony kissing in the middle of Manehatten, there suddenly came the sound of an air raid siren wailing outside. Looking around nervously, ponies screams suddenly filling the city, they heard loud crashing before they managed to hear someone yell "DRAGON!" It came as a total shock to everypony. It had been months since report of a dragon attack. The two raced for the doors but screamed and jumped back as a taxi was smashed through the doors. They were trapped in the museum. As they heard the roar of the dragon, they covered their ears, Apple Bloom shooting for the stairs.

"Where are you going?" Sweetie Belle called, following her friend.

"To find a fire escape!" Apple Bloom called as the sirens, screaming and roars of the dragon filled the air, the temperature suddenly rising in the museum as they raced up the steps.

Scootaloo, Babs and Trixie hurried through the street, searching for any sign of Apple Bloom or Sweetie Belle as the townsfolk ran everywhere to escape the attacking dragon, guards hurrying to fend off the dragon. Just then, as the rounded the corner, they dove out of the way as the rampaging dragon swept its tail for them, the trio gasping and screaming as they hurried off in the opposite direction, but then something else caught their eye as more and more guards hurried for the dragon. One of the buildings that was on fire had two young ponies at the top. Coming closer, Babs and Trixie shrieked, Scootaloo staring in awe, the whole world around her melting away. Up about, on an archway at the top of a burning museum, Apple Bloom and Sweetie Belle screamed and called for help. As more and more ponies shot this way and that, Scootaloo stepped slowly toward the burning building, Trixie calling up to her two friends. It was as if everything around Scootaloo had disappeared as she looked up to her friends. Just then, the archway gave way and crumbled, Sweetie Belle diving back for the rooftop as Apple Bloom squealed and fell with the stone arch. Immediately, Scootaloo spread her wings and shot up from the ground at high speed, her large, beautiful orange wings flapping harder and harder as she shot through the small, falling arch and threw her hooves around her friend, both of them shooting higher and higher into the sky. Sweetie Belle, while shocked by her friend's first flight, screamed and called for help. Just then, Babs shot through the doorway leading to the rooftop, covered in ash and breathing heavily. Did she really fend her way through the whole fire? Looking around for some way to help her friend, Babs spotted her answer. A large water tower sat just above the doorway. Hopping up to it with ease, Babs rammed into one of the wooden posts with all her might, hearing it creak. She had to do this quickly before the fire got too intense, Scootaloo spiraling slowly down to the ground as she held Apple Bloom. Just then, as Babs gave it another ram, Sweetie Belle focused her magic with all her might, her horn glowing vibrantly. Tugging at the breaking post, Sweetie Belle heard it snap as Babs crashed into it once more. This was it. Watching the tower lurch toward her, Sweetie Belle pulled and pulled, Babs giving the other splintering posts a kick as the tower toppled over, water pouring down onto the burning building, the loud hiss of extinguishing fire filling the air.

"We don't have much time!" Babs called, hoping down as Sweetie Belle was covered in splashing water, steam filling the air. "The fire's gonna catch back up!" she called, kicking the door open and Sweetie Belle hurried up beside her. Quickly but cautiously, they made their way down the burning steps, into the raging inferno. It seemed the water tower idea hadn't done much. Remembering the way she came, both the fillies coughing, Babs lead Sweetie Belle to the fire exit on the second floor, both of them leaping over a large hole in the floor. The sweltering heat was getting to both of them as they rounded a hallway, both gasping as they saw the fire exit completely engulfed in flames. It was the end of the line.

"Get back!" called little Trixie as a burst of magic blew open the fire exit, leaving a large hole big enough for Babs and Sweetie Belle to escape. Hurrying through a cloud of smoke, they could see Trixie at the top of the escape stairs materialize through the smog. "Hurry! Hurry!" she called as the two jumped through the collapsing wall, the three of them hurled onto the guardrail. Shooting down the metal steps, they saw Apple Bloom and Scootaloo hurrying up for them on a separate flight of stairs opposite them.

"Let's get outta here!" Babs called, the fillies vaulting over the stairs and tumbling onto the asphalt, turning to stare as the burning museum collapsed just moments later.

After spending what seemed like hours in a hideaway shelter, the townsfolk finally walked the streets of Manehatten once again, the sun drifting to the west. In all the panic, Scootaloo had gotten her cutiemark as well (two pure white shooting stars). The whole ordeal was such a fright, none of them noticed until now.

"I wonder what I'm going to be when I grow up now." Scootaloo said, smiling at her flank as they came back to the Manehatten bridge. "I mean, y'know..."

"Now that it's all over." Sweetie Belle said, her voice quivering as she watched the harbor. "At this rate... it'll only be a matter of time before Apple Bloom gets her cutiemark."

"Then... then no more Cutiemark Crusaders..." Babs said, her voice trembling as well as Trixie looked away. This was really it, then?

"No..." everypony turned to Apple Bloom. "We're... we're always gonna be the Cutiemark Crusaders." she said, sniffling as her face grew wet with tears. "We're... we're still best friends... an' we'll still always be together, right?" she asked, her company nodding. "Jus'... jus' 'cause we're growin' up... an' may go our own ways..." she stammered, sobbing quietly. "We're always gonna be best friends..."

"That's right, Apple Bloom." Scootaloo sniffled.

"We'll always have each other... an' our sisters, an' our friends an' Ponyville." Sweetie Belle managed to say.

"Yeah... we'll always be Cutiemark Crusaders." Babs smiled.

"You're... you've still got everything ahead of you." little Trixie said, wiping a tear. Apple bloom inhaled deeply and turned to watch the setting sun with her friends.

"Our time has just begun." she said as they placed their hooves around each others shoulders.

29. Family

Spike tidied up one of the bookshelves in Twilight's home. He was going to make sure everything was nice and clean for when Shining Armor and Cadence came home from scoping out the Everfree Forest. They were all enjoying their time together, Spike always making sure to keep a close watch on the town while they were away. At night, however, they told stories, read books, played games and Cadence just loved how Spike cooked. Looking out the window, Spike smiled as he saw everypony going about their daily lives. Everything was just as it should be.

Just as he finished making Twilight's bed, he heard the door creak open. Thinking that was Shining armor and Cadence, Spike started down the steps.

"You two sure are back early." Spike said as he came down the bend and froze. There was a cloaked figure standing wait for him, and he knew exactly who it was.

"T-T-Tirek..." Spike stammered, stepping slowly back up the steps as the menacing baphotaur dropped his hood, revealing his horned head, a wicked smile on his face.

"I've been waiting for this moment, Spike." he hissed, stretching his pitch-black hand forward and casting a twisting spell for the tiny dragon, his cloak flapping about his armored body. Spike dropped to his knees and covered his face as it made contact, shuddering in a fit... but nothing happened to him. Tirek stood dumbfounded as Spike still quivered on the steps.

"What's going on?" he asked, eying his captive. "You are unaffected by my spell?" Spike looked up, wondering what he was talking about. Now that he looked Tirek over, he could see more and more of his body had turned black as night, with only his face and some of his left arm still red like before. "You resist greed, Spike?" Tirek asked, stepping slowly toward the tiny drake as he shot up the steps. He had to make his way to the balcony. It was the only way he could escape. Just as he started across the room, Tirek shot through the floor with a loud crash, looking straight into Spike's eyes.

"Take a moment to speak with me, Spike." Tirek said calmly, Spike rushing back down the stairs. Sure enough, Tirek climbed down from the hole in the ceiling and shot for the little dragon. "I want to talk to you, Spike!" he snapped, Spike cowering back against the wall. "I want you to come with me, young dragon." Spike shuddered as Tirek spoke. "You are unaffected by my spell that places dragons under my control... and you seem quite spirited and bright." Spike would had raised an eyebrow if he wasn't so afraid right now.

"I can tell you where you come from, Spike." he said, stepping closer to Spike as he scampered along the wall, trying to put space between him and Tirek. "The life you're destined to have, the dragon you are meant to be." Spike hid behind the table in the middle of the house. "Tell me, does the name Scorpan mean anything to you?" Tirek asked, Spike slowly turning to Tirek. The looks on Spikes face made Tirek give a slight smile.

"No... it doesn't" Spike said blankly. "It's weird... but I feel something inside me when I hear that name... but I've never heard it before."

"Unfortunate." Tirek said darkly. "Nevertheless, would you come with me, Spike? There's a greater world for you by my side." He said, holding out his hand. Glaring, Spike dove away from Tirek. Looking around, knowing he could never escape, he did the only thing he could think of.

"Twilight... I'm sorry." he sobbed, breathing a large burst of fire on a shelf full of books, Tirek stumbling back as the wall shot up in flames like kindling.

"Dragons are fireproof." Spike said, covering his head as he hid under some burning wreckage, Tirek stumbling backwards in shock.

Shining Armor and Cadence raced through the Everfree Forest. A long stream of smoke rose in the direction of Ponyville. Questions flooded their heads. What could have possibly happened in the short time that they were gone away? They entered Ponyville to the screams of ponies running about the small town. Neither saw anypony they knew. Finally, to their horror, they came to the source of the smoke. Cadence cried in terror as Shining Armor roared out in disbelief. Twilight's home stood engulfed in mammoth flames. Just then, however, a loud chopping filled the air. The two looked up to see a gleaming red broadsword slicing at the blackened door to Twilight's home. Shining Armor knew that blade well. Glaring, Tirek burst through the doorway, a large blast of flame shooting out from the doorway as a fresh burst of air entered the blazing tree, Tirek shooting out from the inferno, his cloak tattered and ragged.

"What have you done to my sister's house!?" Shining Armor roared, drawing the Harbinger Blade, glaring at the fiend.

"I did nothing!" Tirek spat, assuming a defensive position as Shining Armor lunged for him, slicing through the air for him. "I don't have the time or desire to fight you, Shining Armor." Tirek taunted, countering the stallion's attack. The two struggled in place with the other, sweat beading on their foreheads. It would seem they were both in for quite a duel. Firing from his horn, Shining Armor hit Tirek in the eye with a blast of magic, sending him stumbling back, snarling and ranting. Taking his chance, Shining Armor jumped for Tirek to deliver a dire blow, but Tirek was quick. Flapping his wings, Tirek shot back from his enemy, still clasping the red blade.

"That wasn't very nice, Shining Armor." he jeered, shooting a burst of lightning from his hand, Shining Armor barely blocking it with his sword, feeling his body jolt just slightly as the lightning shot through the powerful sword. If he could feel Tirek's attack this vividly through the Harbinger Blade, then Tirek must have amassed an incredible amount of power since he last challenged them.

"Are you done, Shining Armor?" he sneered on, casting a new spell, small pillars of rock shooting up through the grassy ground and striking Shining Armor hard. He could feel himself growing lightheaded as Tirek continued to assault him with the earth. Roaring as he was the attack continued, Shining Armor spun in a circle, slicing down the extending shoots of rock and facing Tirek once more, a few small bruises left on his body. Lunging once more, the two matched blade, Shining Armor firing on his enemy once more, but Tirek was ready this time, catching Shining Armor's magic in his bare hand. This was not good. Pressing on with all his might, however, Shining Armor saw Tirek's eyes grow wide as he quickly seized the blade with both hands. Neither could muster enough focus for magic with the effort they were devoting to hold the other off.

"Looks like we're evenly matched, Shining armor." Tirek growled, sweating profusely. "If there's one thing I learned from my last excursion... it's not to underestimate your kind." he managed to stammer, taking a step toward the stallion, Shining Armor buckling slightly as his attacker pressed on. "I'm not about to lose, Shining Armor." he breathed, both of them shaking as they pressed on.

"Neither am I..." Shining Armor managed to hiss, slowly forcing Tirek back. "You will pay for ever... for ever returning to Equestria!" They held the other in place, both their bodies shaking with fatigue. How could things possibly go from here?

"Shining Armor!" Spike called, stepping from the burning house, covered in soot, both he and Cadence turning to see him safe and sound. Seeing his distraction, Tirek swung his giant fist for Shining Armor's face, knocking him toward his wife and Spike.

"Should not an astute soldier such as you not remain focused, Shining Armor?" the baphotaur general taunted, lunging for him to deliver a final blow.

"Shining Armor!" Cadence shrieked, the stallion jumping up once more, blocking his attacker, feeling a great swell of zeal. For some reason, he didn't feel so fatigued anymore. He instead felt his mind clear and his focus restore on Tirek.

"Get out of Ponyville!" he snapped, managing to send Tirek stumbling backwards, the fiend amazed at what was happening. Tripping backwards, dropping the red blade as it reverted back to the broken unicorn horn, Tirek watched in terror as Shining Armor jumped for him, striking his armored torso hard with his weapon. It didn't pierce the mythril plate, but the shock of impact was incredible. He felt as if his entire body had been shattered as the impact sent him sliding backwards at high speed, straight into Twilight's burning home.

"And don't come back." Shining Armor growled, watching with an icy glare as Tirek thrashed about in the raging fire, screeching and snarling. Shooting into the sky at high speed with his leathery wings, Tirek curved around and snatched up the red horn before flying off into the distance, Shining Armor dropping the Harbinger Blade and collapsing. The last thing he saw was Cadence ans Spike gathering around him.

Shining Armor walked slowly down the deserted streets of Ponyville, looking this way and that. Where was everypony? He had just woken up in the Ponyville hospital with nopony to explain as to how he had gotten there, having escaped through the window o avoid being spotted. Just as the moment of realization hit him, he raced down to the main street of Ponyville. He knew where he had to go. Shooting through an alley, however, he saw what he was dreading. Twilight's house was a completely loss, the trunk barely left standing at all. Bits and pieces of the grand tree still grew from the singed base, but it was in no way salvageable, several ponies looking over it filled with sorrow.

Coming closer, Shining Armor could hear a sob echoing in the silence. Walking closer, he could see Cadence comforting the crying little Spike. It really hurt to see him so saddened.

"This is all my fault!" Spike howled, his face dripping with tears. Shining Armor was taken aback by this comment.

"Spike, you did what you had to." Cadence said quietly. "Tirek would have killed you or stolen you away." Spike still wailed as he turned and buried his face in her shoulder.

"What's he talking about?" Shining Armor asked, some ponies gasping to see him well.

"Spike actually-"

"It was all my fault, Shining Armor!" he managed to say, sniffling as he cried. "Tirek... Tirek was comin' for me... so I... so I..." was all he said before he fell to the grass crying louder than before.

"Tirek broke in to Twilight's house while nopony was looking." Cadence said. "He tried to kidnap Spike... so he did the only thing he could think to do." she finished, her voice trailing off.

"He set fire to Twilight's house to alert us..." Shining Armor said quietly, looking down at the crying dragon.

"What will Twilight say... she'll send me away for sure... I'll never-" was all Spike wheezed before he felt himself lifted up off the ground and onto Shining Armor's back, the stallion smiling.

"What you did was very brave, Spike." Shining Armor said as Spike stared and sniffled. "You did the right thing... Twilight would have given anything to make sure you'd be safe... even her home." he assured, Spike looking at him in awe. "You're a real smart kid, Spike... we're glad you're safe."

Spike sniffled and smiled weakly, holding his arms around Shining Armor's neck as the two started through town.

"Thanks, big bro..." Spike said quietly, happy to be part of this family.

30. Cosmos

Celestia stood at the apex of the Crystal Empire, a gigantic storm raging around her and Sombra as the two stared into the others eyes. Sombra had changed. He was now dressed in shiny armor with a matching spiny crown, Celestia theorizing they were both made of adamantite, and he wore a luxurious looking red fur cape.

"It's been too long, Celestia." he said in a deep voice, the alicorn doing her best to remain brave. "I trust you know why I asked you here?" Celestia assumed a defensive position. "Don't tell me you don't want to at least say hello to an old friend-" was all he said before Celestia roared, lunging for him with her glowing horn. Parrying, Sombra lunged for her but she was quick, crossing horns with him.

"I won't let you get away with everything you've done, Sombra!" she growled, the two of them pressing harder and harder for the other.

"Really, Celestia?" Sombra smirked. "What did I do that was so terrible?" Celestia flapped her wings, shooting into the sky. Sombra powered his horn, a gigantic slab of crystal growing out of the side of the tower as he rode on it. Celestia swooped for him, her horn firing as he brought up a slab of crystal to shield him. Like his return to Canterlot years before, however, it proved useless as Celestia tore through it, sending him from his perch.

"You're a murderer!" she called, shooting for him as he landed back on the summit, smirking up at her. "You hurt countless around the world and shattered lives forever!" Firing for him, he sent dark bursts of his own. Their attacks met in midair, creating large bursts in the sky. Landing, Celestia lowered her head and fired a blast for her foe, Sombra opening his mouth and sending a powerful blast of dark magic for her. As the attacks met, they began to fight to keep their streams of magic going strong, trying to power through the others. Mustering all her energy, Celestia's attack grew so much more powerful, knocking Sombra away.

"You're evil incarnate, Sombra!" she called, flying for him as slowly climbed to his feet, kicking him hard in the face, sending him twirling into the sky. "You betrayed Canterlot! You betrayed Master Starswirl! You betrayed me and Luna!" she roared, firing rapidly for him, jerking his body about as he flew higher and higher. Spreading her wings, Celestia flew up and seized him, flinging him down into the tower once more, the echoing crash filling the air as bits of black crystal flew this way and that. Slowing her descent, Celestia landed just before him as a longsword of black crystal materialized in front of him. Narrowing her eyes, Celestia drew the blade Luna gave her, clenching it in her teeth as Sombra took up his blade, the two of them locking swords.

"Am I really that bad, old friend?" Sombra asked with a smile, his blade still clenched in his teeth.

"You haven't been a friend to anypony since you betrayed us all!" Celestia growled, pressing her blade with all her might. Shoving him back, Celestia twirled with her blade for Sombra as he narrowly countered her furious swings. Landing, Celestia sliced hard for him, her blade making contact with his armed flank as he buckled down to his knees. Celestia narrowed her eyes. This was it. She would finally put and end to everything, she thought, as she raised her sword high to deliver the final blow.

"Why don't you just put down that sword, Celestia?" Sombra asked suddenly, straining to look up to her. Celestia glared at him. "Why are you even fighting me? Why don't you just stand beside me and welcome Cataclysm?" The alicorn could feel her face burn with rage as she clenched the blade.

"Why would I do that?" she asked. Sombra only laughed at this.

"Celestia," he began "you have so much more in common with me than the Elements of Harmony-" "You and I are nothing alike!" she spat, dropping the sword. "Leave it to you to lie just to crawl inside my head! You're evil, self serving, malicious, wicked and sadistic!" she called as she lunged for him with her horn, only for black crystal to encase around her. Sombra quickly rose, his eyes glowing green as purple flames danced from his eyes, licking his teeth.

"Is that so, old friend?" he sneered.

"You're no friend of mine!" she spat, struggling to break free. "I'll finish you once and for all, Sombra-"

"Like I said!" the dark unicorn interjected with glee. "You're just like me... malicious... sadistic... wicked-"

"ENOUGH!" Celestia screamed at the top of her lungs, breaking free of the black crystal, shooting for Sombra, headbutting him and sending him tumbling away. Breathing heavily, Celestia watched as he rose to his feet, chuckling darkly as he turned to her, a deep cut left of his face.

"You're obsessed with killing me, aren't you, Celestia?" he said with glee, the alicorn's heart sinking. "You're nothing like the other Elements of Harmony... you're just like me... 'evil', as you call it, but I think we're just misunderstood... oppressed by those who see themselves superior." Celestia could feel her insides turning to ice. Everything he said was true. "My father never accepted me... would Luna accept you-"

"Shut up!" Celestia roared as she sent a burst of magic for Sombra, only for him to knock it away easily. Her eyes welling with tears, she sent a volley of bolts form him, the assault having no effect on him. This was not the Sombra she was fighting moment prior.

"Celestia, please... stand by my side-"

"NEVER!" she screeched, seizing Luna's sword and lunging for him, only for Sombra to counter with his horn as it grew long, curved, sharp and red. Celestia forced herself closer, but Sombra shoved her back with ease.

"You failed, Celestia." he said. "You can't possibly hope to defeat me... please take your place by my side... help me welcome a new dawn with Cataclysm." Celestia slowly backed away, her eyes welling. Turning away, she shot for the the ground, leaving Sombra cackling with delight. He was victorious.

Starswirl and the other Elements of Harmony stood watch at the edge of the army of black crystal golems, wondering what was going on at the summit of the palace. Then he saw it. Celestia returning for them, looking battered with her pink mane tangled. She had failed.

"Master!" she called, her voice shuddering as she came to a stop before them and bowed. "Forgive me! I failed you!" she sobbed. "I failed everyone! I've no right to lead the Elements! I'm not the Element of Mag-"

"Celestia, please!" Starswirl said sharply. "Do not give into despair. You still live." Sniffling, her face covered in tears, Celestia looked at the five. "You have more to learn, just like the rest of us, Celestia." Starswirl said. "You're just not ready."

"But what about Cataclysm?" Nidhogg asked as he watched the pulsing orb in the sky. Lock-Nah inhaled deeply.

"We cannot seal it from here... there's only one thing we can do from this distance." he said. "It's a long shot, but we may be able to banish it."

"Banish it to where?" Luna asked. Starswirl shook his head.

"The only place where Cataclysm cannot grow stronger. The same place we sealed away it before. Into the shadows." the elderly pony explained. The others didn't seem to convinced by this. "We will have to banish Sombra as well... maybe one day we will be able to properly dispose of them both... but that day is not today."

"I hope you know what you're doing." Discord said as he stared up at Cataclysm. "What if the ponies of the future can't stop this?"

"Then may the shame of defeat follow me to my grave." Starswirl said darkly, glaring up at Cataclysm. There was no other option, it appeared. Gathering at the edge of the motionless golems, the six generated their powers in perfect harmony, a current of wind drifting around them. Finally, they all sent a powerful burst of glowing light for the swirling Cataclysm. Orange from Starswirl, yellow from Luna, blue from Lock-Nah, pink form Discord, white from Nidhogg and purple from Celestia. As their waning streams of magic finally penetrated Cataclysm, it began to fade away, the crystal golems fading as Sombra clearly faded with it. Yet, something was not right. The land around them began to shake. Sombra was casting magic as well.

"He's trying to curse the land!" Starswirl called, turning to run. "Leave or we will be sealed with the Crystal Empire as well!" he called, Nidhogg scooping him up as the other Elements flew off with them. Turning, they watched with heavy hearts as the Crystal Empire shrank and faded away. It would seem Sombra would claim whatever small revenge he possibly could. Just then, however, something else caught their eye.

"ZERUS!" Luna called as the purple pony ran through the fading streets, calling for her. Spreading her wings, not even wondering how he had managed to find his way there, Luna shot for him as the rest of them called for her. Flying as fast as she could, she watched as he, too, faded completely, the parched ground where the empire once stood now a white snowbank. Crying, crashing into it, the blizzard raged fiercely around them as they stared in awe at the disappeared empire. Luna, however, tore at the snowy ground, calling Zerus' name over and over, crying bitterly as she lost her beloved pupil forever.

"ZERUUUUUUS!" she screamed out loudly in the black wintery night, heartbroken and sobbing.

31. Attack on Canterlot

Twilight sat and watched the horizon, feeling blank inside, having received word a few days prior that Tirek had attacked Ponyville and the ordeal left her home destroyed. What was she to do now, she wondered. First a mercenary team besieges them from numerous sides, then a dragon mysteriously appears in Manehatten and vanishes just as mysteriously, now this. She wasn't sure how much more she could take.

"Twilight, it's almost time for you to take your place at the festival." Celestia said through the door to her chamber. Today was her birthday and she didn't feel like celebrating. "The train with Shining Armor, Cadence and Spike has just arrived and the train with Applejack and Rainbow Dash will be here shortly as well." she added. This news did manage to brighten the purple pony's mood, but that wasn't saying much. Sighing, she figured she could at least enjoy her friend's company as she turned to the gorgeous dress Rarity prepared for her.

"Listen to my voice ,Twilight Sparkle."

Twilight screamed and jumped, looking all around the room. It was that same voice she had been hearing. It was driving her mad.

"Who's there!?" she snapped, her heart pounding. "Why are you speaking to me!?" There came no reply. Feeling cold sweat bead around her head, Twilight inhaled deeply and began to dress herself in the poofy, frilly dress Rarity had prepared for her. It was comfortable and made her blush slightly as she looked at herself in the mirror, her wings fitting snugly through the spaces Rarity made for them. Powering her horn, placing a lacy ribbon through her mane, Twilight had to admit, she looked quite beautiful, donning her Element of Harmony as she stepped out the door. The castle was very quiet, the sound of the high society ponies conversing and classy music echoing from outside as she made her way down the carpeted corridor. One guard passed by and bowed to her as she nodded to him, descending a grand staircase, Luna standing at the foot and smiling as she was dressed in a pitch-black dress.

"Ready, princess?" she asked, Twilight giving a small sigh.

"You don't need to call me that." she said as she joined Luna, both of them making their way toward the door to the courtyard. "I'm a bit nervous, though... I've never been at the center of festival, ever... let alone one in Canterlot." Luna nodded.

"It had been long for me as well." Luna said with a smile. "I learned quickly, though, when I came to visit you once more, remember?" Twilight nodded, remembering when she visited on Nightmare Night almost two years ago. "Remember, remain proper and courteous, allow everypony a chance to show their respect to their new princess and you will be fine." she finished, opening the doors to the sunny courtyard.

"Sounds kinda boring." Twilight sighed.

"No more than the Grand Galloping Gala." chortled Luna as they made their way through the neatly trimmed grass, Twilight also giving a small laugh at this. As they came to the grand gate at the castle wall, however, Twilight could see many ponies cheering as she stepped out from the courtyard and onto the cobblestone road leading to the town square, Twilight blushing as she saw Pinkie, Rarity, Fluttershy, Spike, Shining Armor and Starlight all dressed up (the last two in their finest uniforms) for the occasion as well, smiling at her from one side of the road. Looking through the crowds, Twilight mercifully saw no sign of Discord. Seems like get-togethers weren't his thing. Walking amid the cheers of the crowd, Twilight finally came to the beaming Celestia and Cadence, dressed in an intricate dress with an orange, yellow and red phoenix pattern and a flowing purple and lavender gown respectively.

"Happy birthday, Princess Twilight Sparkle." Celestia tenderly said as Twilight was lead blushing to the golden podium used for the Summer Sun Celebration."May this be a special day for all of Equestria."

"Yes, let it indeed be a special day for all."

Everypony in the square looked all about as a mysterious voice rang out, but those who had been in the thick of conflict around Equestria lately knew exactly to whom the voice belonged to. Celestia turned quickly toward the castle to see a tiny shape on the pointed roof of a far off tower. Tirek lounged on the spire, taking sips from a large flask, wearing a grand white cloak.

"It's good to see everypony has gathered here for this momentous occasion." he said, his voice magically amplified, grinning as he slung the giant flask to his side.

"Today is the day... EQUESTRIA DIES!" he roared, drawing his red blade and shooting with his wings for the crowd as they screamed and scattered. All the Ponyville ponies stood defensively, waiting for him to attack, but he instead came to a stop in the air before them, flapping his bat-like wings and coming to a stop in the square, landing right before the royals and the Ponyville ponies, the royal guards hurrying up to surround the area.

"Why do you do this, Tirek?" Celestia asked calmly, her eyes narrowed. "What is it you want?"

"I've staked my claim." the baphotaur said darkly, smiling and still holding the red blade. "The Alicorn Amulet... and I will leave-"

"Never." Cadence said, glaring at the general. "We won't allow you to have it."

"Leave now." growled Shining Armor, drawing the Harbinger Blade. "I will not allow you to leave like I did last time." he added, clasping the sword in his mouth.

"Shining Armor." Tirek said solemnly "I have come prepared this time." Before anypony could speak, numerous shapes shot down the the town square, everypony staring in awe as Stable's mercenaries appeared en masses.

"ATTACK!" Shining Armor called, the sound of cannon fire echoing throughout Canterlot as three large airships appeared.

"Sister! We must retreat!" Luna called, a flood of guards filing into the square to challenge the invaders. Celestia nodded and curled her wing around Twilight, Starlight hurrying up beside them. Just as they made their way to the gate (roaring soldiers and thundering cannon fire filling the air), Twilight turned quickly and flew at blinding speed for the fray, leaving the three behind as they stared. Just as Celestia turned to join them, she felt a sharp pain shoot through her wing as one mercenary fired a crossbow bolt for her wing. Straining at the sharp pain, Celestia fired an almighty blast for her attacker, sending him screaming into the air, over the battlement and splashing into the moat, the stallion not surfacing.

"Princess, get inside!" Starlight called. Celestia shook her head but Luna began to force her sister into the castle. "You need to dress your wound and remain safe, now go!" Starlight called, shooting off for the battle. Celestia could feel her heart pounding in her head as her ponies fought in the distance.

Shining Armor and Cadence kept back to back as they fended off the vicious attackers, Spike cowering under them as he desperately looked all around for a means of escape. The royal guard, having faced the mercenary group once before, had little trouble in fending the attackers off again, but as the airships closed in, they knew there was something that needed to be done about their artillery. What's more, Tirek dispatched one foe after the next as they attacked him, unicorn, pegasus and earth pony alike. There was no stopping him.

"Cadence, get Spike to safety." Shining Armor called, seeing the baphotaur general. Cadence nodded and scooped up the terrified young drake and flew off toward the castle, leaving Shining Armor alone as he fought off the forces. Pressing on, countering numerous attacks at once, Shining Armor began to press his way on toward Tirek, spinning to kick one mercenary in the face.

Fluttershy, Pinkie and Rarity had all donned their Elements of Harmony and felt themselves ready for anything as they managed to swiftly evade the sweep of the bladed pegasi wings or the shooting bolts from Stable's team. While terrified and shaky, Fluttershy steeled her nerves as best as she could, asserting herself with all her might on the attackers. Pinkie, on the other hand, hopped this way and that, distracting them all as more and more royal guards rushed them. Rarity narrowed her sharp eyes, watching for the attacking ponies as she did her best to force them back. This wasn't exactly like when the changelings attacked Canterlot a year earlier, but they still had to defend themselves and Canterlot at all costs.

Finally, Twilight came to a stop in the square, her Element gleaming on her head. Looking for her friends, she saw Shining Armor just narrowly avoid cannon fire from an enormous airship. Looking through the skies, Twilight finally spotted the Entourage rising from the docks, its cannons primed. Shooting up for it, swerving to avoid the attacking pegasi and cannonballs sailing through the air, Twilight came to the port side, Starlight already holding Twilight's sheathed jian.

"Ready for this, Twilight?" Starlight asked, the Entourage drawing closer to the trio of airships.

"Of course I'm ready." she said in a shaky voice, taking the sword.

"Number One," Starlight called "code red!" The bearded pony at the deck nodded and commanded the ship closer, the cannons firing back and forth. The entourage was sturdy and tempered, the cannon fire making surprisingly miniscule damage on the ship, but that wasn't what concerned Starlight.

"Here they come!" she called on the first ship began to go down from the torrent on cannon fire, scores of pegasi flying from it as it came crashing down in the town, all of them shooting for their ship. As they landed, a fierce duel began between Starlight's crew and Stable's mercenaries, Starlight's first officer firing with precision from the deck with the small mounted cannon. As bolts flew and armored wings sliced, Twilight and Starlight (her wings armored) fended off the masses, the ship slowly pressing on as one of the enemy airships took heavy fire from cannons and catapults from the ground.

"Twilight, see if you can't find Stable!" Starlight called as she kicked one attacker away. "He's likely on the flagship." she added, slicing for more enemies, Twilight turning to see the larger airship rising to meet theirs. Spreading her wings, Twilight flew for it, a number of Starlight's crew accompanying her.

Shining Armor had forced his way through the interlopers and now challenged Tirek as he did days earlier.

"You just don't know when to quit, do you?" Shining Armor snapped as he and Tirek matched blades, Tirek's well-kept cloak flapping about his armored body.

"I will not be taken so lightly." Tirek said in a proud voice, forcing Shining Armor back. "One victory over me is nothing." Shining Armor had to admit, Tirek was fighting with more precision today. Was his victory in Ponyville just a fluke? Suddenly, the two turned to the fallen airship and raced up its sloping deck, slicing hard for the other. As Shining Armor jumped onto the mast, Tirek climbed onto a cannon hanging from a line of rope, smirking for his foe.

"Best to just surrender, Shining Armor." he called. "You're clearly outmatched by the hatred that flows through my body and my blade."

"Says you!" Shining Armor taunted, clasping the Harbinger Blade in his mouth tightly. "You threw this thing into a volcano and still couldn't destroy it... plus I dug it out myself... I think I've got the advantage." The two jumped for the other, swinging with their weapons as sparks danced from striking the other, Tirek seizing the mast as Shining Armor slid down the deck of the crashed airship.

Celestia, Luna, Cadence and Spike all stood in the room of relics. It was unlikely for Tirek to come searching for them anywhere other than the throne room. Looking around cautiously, hearing the chaos outside, they had to be ready for anything.

"Should one of us go outside?" Cadence asked, Spike shaking as the battle went on. Celestia only shook her head.

"We need to protect our home at any cost." she said, Luna appearing to be in deep thought. "If anypony enters Canterlot castle, we must be ready for them."

Cadence lowered her head before a loud crashing came through the hall, all of them shooting up toward the door. Readying themselves, they watched as Discord suddenly burst through the doors, looking as if he had been in on the fighting.

"Where have you been!?" Luna demanded, not looking the least bit amused by him.

"I was in the crystal caverns beneath the castle." he explained. "We've got a big problem."

Twilight fought her way through the mercenaries as the second airship went down, the fighting down below sounding like it was coming to an end. Nevertheless, there were still these pegasi mercenaries she had to fight off. If they could find Stable and bring him in, there was no chance of another squad coming. Coming up to the bridge, however, Twilight saw not Stable, but Current, standing completely still with his wings armored. As Twilight ascended the steps, she saw him draw a long thin blade from his side and stand at ready, his wings outstretched. Twilight narrowed her eyes and tried her best to clear her mind as he shot for her, swinging his razor-sharp wings and his long sword for her, the two stepping this way and that as she countered and blocked his blows, current still wearing no emotion on his face. Forcing her back to the edge of the bridge, he swung hard for her with his sword, narrowly missing her head, but he quickly sliced with his wing, leaving a light cut on her cheek. Wincing, Twilight shoved him back and turned to kick him, but he knocked her away, sending her stumbling back to the edge. Swinging and an arc, Current, made a tear in Twilight's dress, leaving a fresh cut on her arm as she gasped loudly. Picking up her sword once more, Twilight held it up as Current brought down his sword and both his wings on it, Twilight buckling under the impact. Summoning all her strength, Twilight knocked him back once more, swinging her sword for his face, leaving a straight cut along his muzzle as he dropped his sword, the airship suddenly lurching to the side. Growling, Current jumped for her, knocking her over the edge of the airship, both of them struggling as they fell through the sky. He had managed to get another cut or two in on her as they fell, but she managed to break free and kick him hard in the face, both of them barely managing to land as they came to the ground. Before they could continue their fight, however, They both turned their head to the sky to see the flagship falling for the city... and right on top of Current, Twilight hiding her face as it made crashing impact. Looking around, she saw the mercenaries flying off in full retreat. The fight was over.

"Looks like this is the end for you, Tirek." Shining Armor said darkly, glaring at his foe.

"Not hardly." Tirek said nonchalantly. "You recall I told you you would have greater things to worry about?" he asked, guards closing in around him. "You didn't think a general would ever charge into battle with a single battalion, did you?" he asked, Shining Armor's eyes widening as the ground began to shake. Instantly, a huge fissure was torn open as the naga he brought into battle before rose from the ground, now a colossal size, roaring loudly at everypony.

"Now you will die." Tirek smiled as black crystal golems began to crawl from the fissure the naga tore. Shining Armor couldn't believe his eyes. He had never seen these creatures before.

"Everypony, press on!" Shining Armor called, the guards lunging for the golems, but they were not used to these powerful enemies. The unicorns magic bounced right off their shining bodies, the pegasi wing armor and earth pony swords the only thing that proved effective, but more and more golems crawled from the fissure like an anthill. Glaring, Shining Armor tore through more and more but was still held at bay as Tirek strolled toward the castle as if he were enjoying a midday stroll. He couldn't let things end this way. Just then, a green shape shot past him, shattering a number of golems. Watching, he saw Marco, the kappa dock keeper, wrestled the behemoths as they lumbered onto the town.

"They don't sumo, do they?" he sneered, swaying slightly. Turning back to the fray, Shining Armor saw Pinkie race through the town in the direction of the waterfall. Where was she going, he wondered. There was little time for any of that, though, as a giant blue dragon then came stomping into the city. Things were getting out of hand, he thought, watching the airship swerve to avoid a spray of hot venom from the naga's mouth, swinging for it with its massive claws.

Tirek stepped through the halls of Canterlot castle, easily dispatching any guard who came his way. He smiled and licked his teeth as he knew exactly where he was going. Opening the doors slowly, Tirek found himself in an enormous, empty white hall far beneath the castle. This was the entrance to the crystal caverns deep below the city where he had forged his army of black crystal golems. And there, at the far end of the hall at the edge of a gleaming blue floor stood Celestia and Luna, both keeping watch.

"The Alicorn Amulet, if you please." he said, Celestia stepping forward. "Dear me, Celestia," he went on, the white alicorn drawing her longsword "you're injured... this won't be a fair fight at all." he taunted, Celestia lunging for him and swinging with all her might as they shot around the floor, Tirek leading her on almost as if they danced a waltz. Nevertheless, despite her injury, he had to admit she was a vigorous foe. Jumping back, she fired several blasts for him as he cut them all down with his blade.

"More like this!" Tirek snapped, opening his mouth and breathing a torrent of fire, Celestia shielding herself with her magic. Firing for him, she hit him square in the belly, leaving a large crack in his armor as he fell to one knee.

"Leave my palace or you will wish sorely that you had." Celestia said sharply, Luna watching in silence. "I failed once before, but I will not fail again." she snapped, shooting for her enemy as she thought of her duel many many eons ago...

The train with Applejack and Rainbow Dash came up on the grand city, everypony except for the two having chosen to disembark at the prior station once they heard Canterlot was under siege. The duo knew they couldn't just leave their friends... so they stole the train and were on their way.

"You know how to stop this thing, Applejack?" Rainbow Dash asked as she saw smoke rising in the distance.

"Of course not." the orange pony responded, the train beginning to shake as it picked up speed. "That's why we gotta jump." she said, the two hurrying to the caboose. The train was probably going to derail from the speed at any second. Seizing both their Elements, they both peered over the sides of the runaway train as it tore through golems on the track. This was it, Applejack thought.

"On the count of-" "NOW!"

Rainbow Dash jumped off, tumbling in the grass as Applejack watched.

"Applejack, now!" Rainbow Dash called, Applejack shaking her head and leaping off coming to a stop just feet from the station platform, the train shredding more golems as it tipped over and went barreling over the giant cliff.

"Well, that was fun." Rainbow Dash said feeling a little shaky, donning her Element. "Looks like they need our help!" she said, helping Applejack up, racing off as Applejack placed her Element around her neck. The first thing they saw as they came around to the town square was not the naga or the dragon, but a gigantic spiral of water, twisting over the town. It was an incredible sight. Before they could marvel at it anymore, however, an enormous crab shot from the twisting spout, Pinkie clinging to it.

"Hiya, Dashie, hiya AJ!" she called in a chipper voice, leaping from Cancer as he began to tear apart the golems.

"What just-"

"I got the sea ponies and Rahab to help me get Cancer up here to help us fight the golems. Looks like we're back in the game!" she cheered, kicking hard at a golem and knocking it backwards.

"Alright!" Applejack called, rushing into the fray.

"Let's get this party started!" Rainbow Dash called, racing into the battle. Fluttershy, Rarity and Twilight all smiled as they rest of the Elements gathered.

"Birthday girl!" Rainbow Dash called. "Let's put them down for the count!" she called, Cancer tangling with the dragon. The six stood side by side, their elements glowing as they all floated into the air, sending a powerful blast of light for the dragon, Cancer barely dodging. As the beast was engulfed in the light, it faded away completely, turning into an unconscious pony. Looking at the stallion on the ground, they saw it was Stable. Tirek had obviously turned him into a dragon. They had little time to worry about this, they thought, barely avoiding another spray of venom from the naga.

"The bigger they are." Applejack smirked as they fought off more golems, trying to get a clear shot at the naga. Just then, it scooped up Pinkie and Rarity in one of its slender hands, grinning at them as they struggled.

"Let my friends go!" Twilight called, blasting the creature with her horn, though this had little effect. Just then, however, she saw something that made her mouth hang open. The Entourage shot at full speed for the naga, everypony flying off from it. Before she could even grasp what was going on, the airship connected with a grand explosion, the naga roaring weakly as it toppled lifelessly over onto a crowd of golems, Rarity flying quickly to catch Pinkie as they fell through the sky.

"Starlight!" Twilight called, not seeing her among the fleeing ponies. Her insides turned to ice. Was Starlight still on the ship?

"Sis, we don't have time!" Shining Armor called, tearing through more golems. Twilight knew he was right, seizing her sword with a heavy hear and slicing down more golems with him. Applejack kicked masses of the silent creatures while Rainbow Dash sent powerful bolts of lightning into the mindless drones, shattering them as they fought on, pressing their way on to the castle.

Celestia send a golden ribbon of magic for Tirek, knocking him high into the ceiling, the baphotaur landing loudly on his for hooves, still ready for more. Celestia wished Cadence and Discord weren't in the caverns fighting off the seemingly endless golems. Tirek charged for her, Luna still watching silently as their blades met, sparks flying this way and that.

"You don't need to do this, Celestia-"

"I will not be fooled, Tirek!" she snapped. "Lord Sombra tried to sway me to his side before... I'm not the pony I was 1300 years ago!" With that, she shoved Tirek back, leaping to slice at him, striking his chest plate and causing it to shatter, his cloak falling from his shoulders as he sank to his knees. "You won't have your way, Tirek!" Celestia snapped with a scowl, lunging to finish him off, bust he narrowly blocked the blow, shoving hard and rushing forward, firing a powerful attack into her side, knocking her away. Celestia strained as she looked up to Tirek, a wicked smile on his face as he raised his sword high over Celestia.

"Luna, please help me!" she called in desperation, Tirek turning his face slowly to look into Luna's eyes. The blue alicorn stepped forward slowly.

"You wish for the Alicorn Amulet, correct?" she asked narrowing her eyes.

"That is correct, Princess Luna." Tirek responded.

"You want it more than anything else?" she went on, stopping at the blue crystal floor.

"Yes, Princess Luna." he said with a nod.

"... you will use it to revive your master... will you not?"

"Indeed, Princess Luna, that is my goal."

Celestia's eyes widened with what Luna did next. Raising her front hooves, she shattered the hollow blue crystal on the floor, Celestia and Tirek looking down at a skeletal, petrified cherry tree. Powering her horn, Luna levitated the Alicorn Amulet from the top of the tree and slowly gave it to Tirek, Celestia watching in disbelief.

"You want it... it's yours." she said darkly, Celestia's eyes welling with tears.

"You have my thank,s Princess Luna." Tirek said with a deep bow, placing it on his chest and turning to leave.

"Luna... what have you done?" Celestia breathed, her insides turning to ice. Luna, however, felt her body pinch with red hot rage.

"Take it you beast." she said, flapping her wings. "Bring back Sombra... at long last... I will truly avenge you, Zerus!" she called, her voice echoing throughout the castle as Celestia stared at her sister.

Immediately, the black crystal golems stopped fighting, everypony in Canterlot confused as to what was going on. A moment later, they all faded, leaving a town of confused ponies. Turning, they saw why, their worst fears confirmed. Tirek, his body pitch black, his eyes glowing green as purple flames danced from his eyes, strolled through the town.

"Tirek!" Shining armor roared, shooting for him with the Harbinger Blade, only for Tirek to knock him away with a swing of the red sword. Walking past the others in the square, not even acknowledging the bearers of the Elements of Harmony, Tirek stepped toward the grand podium of the Summer Sun Celebration and knelt down, taking the amulet from his neck and holding it high.

"MASTER!" he called proudly. "I WELCOME YOU BACK TO THE WORLD! COME BACK FROM THE VOID!" Instantly, the podium shattered as Celestia and Luna came racing out from the castle, Cadence and Discord climbing from the fissure now that all the golems were gone, wopndering just what exactly were they looking at.

"DO IT, TIREK!" Luna screeched. "GIVE ME MY REVENGE! BRING SOMBRA BACK ONCE MORE!"

At this, the triumphant smile faded from Tirek's face.

"Alas," he said solemnly, the sky darkening "if only I could restore grand master Sombra."

"What did you just say?" Celestia gasped, Luna staring in disbelief. A moment later, a twisting black and purple portal opened and a pony did appear, but it was not Sombra...

32. Vector to the Heavens

It was Zerus. With his eyes closed, the young purple colt slowly drifted down in front of the bowing Tirek, growing quickly a moment later into a strapping young stallion, his coat turning gray as his long brown mane was tied back and draped down his shoulder. As the crowd watched, the Alicorn Amulet slowly drifted toward him and fastened itself around his neck. Finally, he opened his gleaming red eyes and looked down at his servant.

"Thank you Tirek." he said in a youthful voice, Twilight immediately noticing it as the voice she had been hearing as of late. "You have served my father and I well over the last few centuries."

"Yes, Master Zerus." Tirek said, still bowing to his lord. "It is a shame that Grand Master Sombra could not be here for this moment-"

"Rest assured." Zerus interjected. "My father's dream will be fulfilled. Cataclysm awaits."

"Yes, master." Tirek said, still kneeling before the young stallion. "Grand Master Sombra would be so proud of you... this is your defining moment-"

"No, Tirek." Zerus said, a small smile of his face as he looked down at his subject, placing his hoof gently onto his shoulder. "This is our defining moment... our destiny."

Looking up at the awestruck ponies, Zerus slowly stepped past Tirek, who slowly rose to his cloven hooves.

"Greetings everypony." he said calmly, Tirek fastening a pure white cloak around his master's shoulders. "I am Zerus... pupil of the great king Sombra."

"Zerus..." Luna said, her eyes quivering as she stepped toward him. "How... how are you..."

"I suppose I do owe an explanation to the princess." Zerus said solemnly, nopony speaking as he stepped before them. "When I was trapped inside the Crystal Empire, I wandered the streets for many days, slowly losing myself as the crystal ponies tended mindlessly to their faded town. Neither I nor they could leave the boarders, the sun nor moon never moved, the wind never blew... it was enough to drive anypony to madness... but then, when I was inches from giving up... I heard a voice... a voice I had been taught to fear."

"Sombra..." Twilight said slowly, Zerus nodding.

"Initially... I did fear him... but his words were always comforting. He always spoke kindly to me, always pitied my fate, despite his own, sealed away inside the endless darkness of Cataclysm by the Elements of Harmony... and he then began to teach me magics... magics far greater than anything I could have ever hoped to learn under the tutelage of Starswirl of the alicorns." he said, both Celestia and Luna feeling their hearts grow heavy as he spoke.

"He became more than a mentor to me at the Crystal Empire... he become a father... and I vowed to find a way to help him escape... an instrument of pure energy."

"You created the Alicorn Amulet?" Luna breathed, Zerus nodding slowly.

"I tried to break the seal the Elements of Harmony had placed on my father and free him from the void of Cataclysm... but my magic was still untempered... and I found myself in the void with him." he said, the two alicorns' eyes growing wide at this. "In the void, however, he and I were able to do so much more together... we were able to better each other, teach the other more magics and grow stronger in the endless hatred and fear that swirled around us infinitely... and ultimately, we managed to force the Alicorn Amulet I brought with me into the void back into the world, and not in the sealed empire."

Celestia and Luna couldn't believe their ears. Zerus had done all this with Sombra?

"The amulet traveled from one being to the next, and we awaited the one whom would wear it long enough... long enough that they would be able to commune with my father and me... but all who wore it died... save one."

"Tirek." Shining Armor growled, Tirek nodding.

"I was not only the only one to wear it long enough to form a bond to both Cataclysm and Master Zerus and Grand Master Sombra... I was also the only one to be fooled into taking the amulet off, same for Trixie eons later... it was my chronicle of the amulet you found, Celestia." he sneered, her eyes going wide as she remembered their encounter at Starswirl's tower. "Why would I be after that information, you wonder?"

"To keep us in confusion when you really knew everything that was going on..." Celestia stammered.

"Then," Zerus continued "the unthinkable happened... the seal of the Crystal Empire broke and my father began to slowly slip back into the world... he and Tirek vowed to find the amulet so that they could free me... but then... he was killed... by the Crystal Heart." Zerus said sorrowfully.

"By the time I had reached the Crystal Empire, Grand Master Sombra was long dead." Tirek said, looking over the red horn in his hand.

"My heart ached." Zerus said slowly. "My father was dead... and so it was up to us to enact his glorious plan for the world... we who had bonded with it would unleash it... Cataclysm."

Nopony dared speak a word, save one.

"What is Cataclysm?" Twilight demanded, stepping forward, everypony shuddering at her bravery.

"Cataclysm" Tirek began "is a malevolent force of hatred and fear forged by Starswirl and the baphotaur mystic Lock-Nah during a war that raged millenia ago." Closing his eyes, Tirek smiled wickedly. "When it threatened the land, they ended the war so as to seal it away forever, as they could not destroy it... yet."

"By the time the Elements of Harmony were all born into this world, Cataclysm was long since sealed away." Zerus explained. "My father learned of it and what it could do to the world... it has the power to rend asunder the entire world, destroy everything in existence... and then life will begin anew. A world nopony has ever seen before."

"Zerus, please, don't do this!" cried Luna, stepping forward, her face wet with tears. Zerus slowly walked toward her.

"Princess Luna." he said in a respectful tone, walking up to her. "I thank you for how kind you were to me." he said, slowly lowering his head to hers. The moment their horns touched, however, she was sent flying at blinding speed, crashing int the castle wall and left lying motionless on the ground, everypony looking on in absolute terror at his power.

"I did not explain myself to you, Princess Luna." Zerus said, turning to the newest alicorn. "I explained myself to you, Princess Twilight Sparkle." he said, Twilight feeling her blood run cold. "Come with me, Twilight. It's what I want."

Twilight stared at him as Tirek bowed to her, nopony speaking a word.

"No." she said. "I will not come with you." Zerus made no movement, though Tirek rose quickly, scowling at the young princess.

"I won't let you harm anypony... and I won't let you kill everything!" she said sharply, surprised by her own bravery. "I'll never help you."

"I understand." Zerus said calmly. "You're just young, naive, ignorant of the way the world truly is... like I was so many eons ago." he said, Twilight getting a cold chill. "I will not be denied, however." he said, powering his horn, Twilight buckling to her knees, her eyes turning green as purple flames danced from her eyes.

"You gave into hatred at the Crystal Empire, and I can still feel it coursing through your heart and soul." he said, coming closer. "Why do you fight it-"

"I'll never... drop to... Sombra's level-"

"You watch your tongue!" Tirek snapped, Zerus only waving him off.

"Let it go, Tirek... I have ways of persuasion." Zerus said, levitating Sombra's red horn and placing it on Twilight's Element. Immediately, she felt her body go numb, her consciousness fading fast.

"Let this remind you, Princess Twilight Sparkle," Zerus said coldly "why you once feared the dark."

"Twilight!" Celestia called, the purple alicorn stumbling toward her mentor, black crystal growing up around her Element.

"Help me, princess," Twilight whispered, tears streaming down her face "I've never been so afraid in my life..."

"Go, Princess Twilight Sparkle," Zerus said proudly "like a vector to the heavens, go!"

Immediately, Twilight spread her wings, flapping up a massive gust that Celestia walked through easily. When this proved to be ineffective, Twilight rushed silently for Celestia, swinging her sharp horn for the white alicorn, Celestia countering.

"Twilight, please, don't do this!" Celestia cried, a lazy look on Twilight's face as she slowly pushed her mentor back, her eyes still alight with the power of hatred. It seemed as if her actions were not her own. Turning, Twilight kicked Celestia high into the sky and shot for her, the two firing on each other.

"Twilight, no!" Shining Armor called, racing for the dueling alicorns, Cadence by his side as they charged, Tirek snatching them both up by their throats in a flash, holding them high as they kicked and struggled helplessly, the others looking in terror.

"Discord, if you please." Zerus said, stepping toward the two captured ponies. "You will all surrender your Elements of Harmony." he said calmly, his glowing horn pointing right for Shining Armor and Cadence as they struggled on. "Discord, collect them for me, please." he said, Discord glaring at the two, Twilight and Celestia battling in the Canterlot sky. "I said collect them for me." Zerus reiterated calmly, stepping closer to the two, his horn inches from Shining Armor's belly. Immediately, Rainbow Dash tore her Element from her neck and threw it as Zerus' feet, the dark unicorn looking it over.

"It would seem somepony wants them to live." he said, his smile curling. "The rest of them, please." he said, Discord walking to the rest of them, each of them sorrowfully removing their Elements and giving them to him. "Bring them to me." Zerus said calmly, his horn still glowing. Growling, Discord stepped to the wicked stallion and held the golden necklaces for him. Powering his horn, Zerus levitated all five of the stolen Elements of Harmony and started off toward the shatter podium.

"We leave, Tirek. Let them live." Instantly, Tirek dropped the two and started for his master, Shining Armor and Cadence both coughing and wheezing. As the ponies hurried for Twilight's kin, Discord gave the two a murderous glare as Tirek seized Zerus and spread his bat-like wings, flying off into the twisting storm that had gathered around the land. They were powerless without the Elements of Harmony.

Twilight zoomed for her teacher, firing a deadly blast of energy, Celestia barely shielding herself with her magic. Wasting no time, still with a half-awake look on her face, Twilight fired again and again for Celestia, each blast aimed for a vital spot on her body. Twilight would kill her if she got the chance, Celestia thought as she felt her blood run cold. Shooting for Twilight, Celestia smacked her pupil hard in the face with her wing, Twilight spiraling to the ground.

"Twilight!" Celestia called, flying for her. As she closed in on her tainted pupil, she saw the purple alicorn curve back into the sky and fire for her, Celestia barely managing to shield herself. Twilight then shot straight for Celestia and began to savagely kick and thrash at the barrier. As her horn glowed brighter, Celestia's barrier grew enormous, knocking the vicious pony away. Dropping her shield, Celestia shot for Twilight, her horn growing sharp and the two crossed horns.

"Please, Twilight!" Celestia called. "You cannot allow yourself to be taken over." Twilight's face made no expression. "Resits the powers of wickedness! You must-" Celestia stated before Twilight dropped below her, letting her flip through the sky as she tried to regain her balance, her wings flapping in a frenzy. Before she could round back into the fight, though, she felt a sharp pain shoot through her back as Twilight fired on her, making a direct hit on her spine. Celestia fell through the sky, Twilight still firing a barrage at her, striking her each time as she fell into the moat with a loud splash. Celestia waited there, holding her breath, the dead stallion that attacked her before floating behind her. She could tell Twilight was not attacking with her full power... was she holding back? If so, then why were none of Celestia's words getting through to her. She had to think of something, though. She couldn't allow Twilight to leave for wherever Zerus and Tirek had gone, or even worse, to attack Canterlot. Exhaling, Shooting to the sky, Celestia knew it was time for her to stop holding back

Flying up before Twilight, the two of them staring the other in the face, Celestia bowed her head, tears dropping down her cheeks. The two shot higher and higher, into the stormy clouds and far out of view of the marveling crowd.

"Forgive me, Twilight." she said as she suddenly came to a stop and fired a gigantic blast for Twilight, the young princess countering with her own attack. As the two held their torrent of magic in place, Celestia mustered all her strength and shot back with every ounce of magic she had, her beam of glowing energy engulfing Twilight's and encasing around her horn. As Twilight strained with Celestia's assault, Celestia knew she had to end things here by any means necessary. Roaring out, her magic attack growing bigger than ever, Twilight's horn became engulfed with Celestia's magic and exploded.

The ponies down below covered their face as a giant burst of light illuminated the blackened sky. As it slowly faded, the denizens of Canterlot slowly opening their eyes once more, they saw Celestia slowly descending far off toward the unconscious Luna, nuzzling her. It looked like she would be safe at least.

"Princess Celestia!" Rainbow Dash called, hurrying over to Celestia, her friends joining her as they came to the white alicorn. "What... what happened to Twilight?" she asked in a shaky voice. "Did she... did she... die?"

Celestia said nothing and bowed her head as something dropped down out of the sky before them. Immediately, everypony except for Celestia gasped as they saw what it was. Twilight's diadem, smoking but still covered with black crystal shards. Instantly, Celestia shot into the air, a number of the ponies crying with the loss of their friend.

The world would not be the same without Princess Twilight Sparkle...

33. The Bravest of Fillies

It had been 300 years since Zerus was lost at the Battle of the Crystal Empire.

It had been 200 years since Starswirl the Bearded passed into the next world.

It had been 100 years since Discord had gone mad and was sealed way in stone.

Luna was not well. Celestia had proclaimed them both as princesses over Equestria after their triumph over Discord, and they benevolently ruled over the masses. Nevertheless, Princess Luna was certain she was hearing voices. They would whisper her name and they would plead for help. She couldn't remember the last day she went without hearing them. It was so overwhelming.

Princess Luna had not slept well the night before. Dazed, she followed her elder sister out of the grand tower of Canterlot, into the frigid winter afternoon. They were to visit the fledgling village of Cloudsdale, where a scant few pegasi called home. Exhausted, Luna hung her head as she followed her sister. Just then, something caught her eye.

"The snowdrops are in bloom." Luna said to herself as she looked at the pure white flowers growing where Zerus' favorite cherry tree once grew. It was strange. Looking at the hanging winter flowers as they poked out through the snow made her feel at peace.

"Luna, are you coming?" Celestia called as she spread her wings.

"Yes sister! I come!" Luna called cheerfully, feeling her spirits lift as she spread her wings and soared into the sky with her elder sister. She knew something grand waited for them at the pegasus colony.

"Do you truly think there is anything for you in Equestria?"

Twilight's eyes shot open as she heard Zerus' youthful voice call for her. Looking about, she could't find him anywhere, instead finding herself in an endless void.

"A mere princess... do you think you will live forever like Celestia or Princess Luna?" he continued. Twilight looked around to see herself in a familiar place, constellations and spirals of stars all around her. It looked like the very place she found herself in when she perfected Starswirl's final spell.

"Come with me, and you will never need fear death nor age." Zerus' voice echoed solemnly. "You will not know the fear of being forgotten like I was... you will not be a lowly princess of Equestria, but a queen of a new land, with subjects you've never known nor seen before, Princess Twilight Sparkle. Leave Equestria behind and come with me." he finished, materializing before Twilight, bowing deeply, his pure white robe pooling around him. Twilight looked at him, his word echoing in her head. He spoke words he truly believed, it seemed...

"You're lying..." Twilight said calmly. At this, Zerus rose quickly and looked into her eyes with his shining red eyes, his face emotionless.

"Is that what you truly think?" Zerus said, stepping toward the purple alicorn. "Tell me, Princess Twilight Sparkle... why do you believe I am lying?"

"... You're crying." Twilight said as she looking into the dark unicorn's eyes. "If you are crying... I think you don't believe entirely in what you're saying."

Indeed, tears streamed down Zerus' face, but his stoic face made no movement. As he arose and walked toward Twilight, his face wet with tears, he narrowed his eyes slowly.

"Nopony lives their life without regret, Princess Twilight Sparkle." he said. "Deep down... part of me wishes I was a tiny colt and relishing Princess Luna's tutelage... but I digress." he said, turning his back toward Twilight. "Equestria will soon die... I just hope you make the right decision before it is swallowed up by endless chaos."

Zerus strolled off into the void, leaving Twilight alone.

"Come find me." he said before disappearing completely.

Twilight was left alone in the void, completely along. She was unsure of what may happen to her.

34. The Dark Horse

Twilight walked through the endless void, looking this way and that at the spiraling stars and shining constellations that glided just slightly around her. There was no doubt in her mind that this was the same haven she found herself in when she perfected Starswirl's final spell almost a year prior.

Twilight walked through the endless void, looking this way and that at the spiraling stars and shining constellations that glided just slightly around her. What had happened to her? Was she not in the company of her friends just seconds ago, casting a new spell she had perfected from Starswirl's old teachings? As she continued on through the void, she was certain she could hear the faintest clop of somepony's hooves. Turning, Twilight saw a brilliant glow of white approaching, feeling her heart flutter as she was able to determine whom the glow belonged to. It was Princess Celestia, her mentor for the majority of her life, beaming down at her as she walked closer.

"Congratulations, Twilight." she said tenderly, the young unicorn unsure if she could find her voice. "I knew you could do it."

"Princess," Twilight breathed as she trotted for her smiling teacher, the two embracing each other quickly "I don't understand... what did I do-"

"You did something that's never been done before." Celestia explained calmly, as if Twilight hadn't spoken. "Something not even a great unicorn like Starswirl" she continued "was not able to do, because he did not understand friendship like you do." Powering her horn, Celestia was able to conjure the volume she sent Twilight not long before, containing the spell she just managed to complete with the aid of her friends. "The lessons you've learned here in Ponyville have taught you well." Celestia continued, gently patting her pupil's back as she walked up beside her. Spreading her wings regally, she stared off, motioning Twilight to follow her.

"You have proven you are ready, Twilight."

"Ready? Ready for what?"

It was not a day Twilight was soon to forget, her eyes swelling slightly as she looked around the vibrant, diamond stars around her. It was one of the happiest days of her life, and she remembered Celestia's words as if the two had just spoken.

"You've come such a long, long way, Twilight," Celestia said as what looked like scenes from a film shot around the two of them "and I've watched closely from the very first time we met-"

"Princess?"

"To see the kind of pony you would grow to be." As Celestia spoke, clearly having been looking forward to this moment for some time, Twilight marveled at the images drifting around the two ponies and immediately knew what the events spinning around them were. They were Twilight's own memories. Twilight had never heard of such a thing happening before.

"I've always been so proud of you, Twilight." Celestia beamed, turning to her pupil. "Now, if I may... I think it's time we turn the page to a new chapter, Twilight..."

"A new chapter?" Twilight asked aloud, Celestia nodding.

"I offer you a gift Twilight." Celestia said proudly. "The chance to influence your own destiny."

"My destiny?" Twilight asked, Celestia beaming still.

"I would not offer you this gift if I were not certain you were worthy of it... it will be a great and taxing responsibility... but I know you are ready for this."

A tear dropped down Twilight's cheek as she thought back to everything that had happened... was Celestia planning her 'gift' all along?

"Do you accept this gift I am about bestow upon you, Twilight Sparkle?" Celestia asked as Twilight's heart beat a mile a minute. What was this gift? Why would a gift be taxing? Her life was certain to change in this moment. What could she do?
"... I do, Princess Celestia." Twilight said boldly, a small smile on her face. "I accept your gift."

The day Twilight became an alicorn was one of the happiest days of her life, she thought as she left the stars behind, the void growing dark and black. It opened up a whole new world to her, one where she and her friends could be so much more... and yet all that seemed to have happened since her coronation was endless heartache. The Great Roost had hardened, General Tirek invaded Equestria, scores of ponies were begin turned into dragons, and now Zerus was revealed not only to still be alive but Tirek's master and Sombra's apprentice... maybe the two were even worse than Sombra, now that she thought about, strolling further into the endless black void. Just then, she heard the flapping of wings, though they didn't sound like feathered pegasus wings. Turning, she saw a faint glow approach her. What she saw next was the most peculiar sight she had ever seen in her life. It looked like a stallion, but he looked almost like a skeleton, and he had glowing yellow eyes and leathery, bat-like wings.

"We've found her, my liege." he said calmly, Twilight barely having a moment more to gawp at him before he disappeared in a flash. What had just happened? Before she could think anymore on this, however, who of all ponies should appear before her.

"Princess Luna?" Twilight gasped. Sure enough, the blue alicorn strolled briskly before her, wearing a comforting smile. "What's going on? Where are we?"

"It's been too long, Twilight." Luna said, coming close and nuzzling the purple alicorn. "I only wish I could have found you sooner."

"Found me sooner?" asked the bewildered Twilight. "We... we just saw each other... I'm glad you're okay." she said, remembering how Zerus savagely attacked her. At this, however, Luna's smile faded.

"What do you last remember?" Luna asked in a somewhat saddened voice, Twilight growing more and more puzzled by the minute. "Before you found yourself here." she went on, Twilight taking a moment to think to herself.

"I remember Zerus attacking you... and then he tried to cast a spell on me." she said, her mane standing on end as she thought back to that moment. "He wanted me to give into the hatred he and Tirek and Sombra commanded... then... then everything went black."

"How long ago was that?" Luna asked, Twilight staring in awe at this question. Why was she being so cryptic?

"It was... just minutes ago-"

"No, Twilight." Luna said sharply. "It was more than a month ago." Twilight felt her inside turn to ice at this statement. A month? How could that be? "You placed yourself into a magic sleep to escape the hatred and evil Zerus tried to drown you in... and you fought against my sister in combat." Twilight couldn't believe her ears. She battled with Celestia? Just then, Luna faded away, leaving Twilight alone in the black void. Turning this way and that, trying to see if she could spot Luna anywhere, she jumped as Luna appeared once more, still glowing in the endless black. "You most certainly were not acting of your own accord," she continued, Twilight still trying to wrack her brain as to what was going on, "but never the less... you were defeated... it took me a long time to find you... that's where my thestrals came in." she said with a smile. Thestrals, Twilight wondered. "You remember me saying long ago I dispatched my personal guard to follow Tirek?" At this, Twilight remembered Luna mention her own garrison only once, when Tirek first came before the princesses of Equestria. "Thestrals are very hard to avoid, Twilight... they comb every inch of the shadows... and even the land of the dead." she said darkly, Twilight going rigid at this.

"You mean... am I... dead?"

Luna sighed and bowed, fading away once more, leaving Twilight alone, her skin cold and her breath baited. Had she really died in her battle against Celestia? What was to become of Equestria now? And how was Zerus able to speak with her just moments prior? Almost immediately, Luna's glow appeared once more, Twilight giving a sigh of relief as she hurried for the princess.

"My sister used a vicious attack on you in your duel, Twilight." Luna explained, Twilight stopping inches from the princess. "It was a dreadful fight... but you did not die."

Immediately, an image appeared before the two of them. Twilight could already tell it was her own.

Twilight lay motionless as a heavy snowstorm fell around her, her vision blurred as she spotted two odd stones on either side of her. Just then, a figure appeared before her, looking down at her for the longest time, Twilight's vision fading a moment later.

"You put yourself into a magic sleep, like I said." Luna went on. "But my sister destroyed your horn." she said, a gleaming mirror materializing before Twilight to show the quivering pony her reflection. Sure enough, her horn was now tiny and jagged, completely destroyed. She could barely take her tearful eyes off of the mare she saw in the looking glass.

"I'm sorry, Twilight." Luna said woefully "but without your horn... you cannot wake yourself up." she said, fading once again, albeit briefly this time.

"Why do you keep vanishing and reappearing, Princess Luna?" Twilight managed to breathe, finally tearing her eyes away from her reflection. Luna only shook her head.

"I traverse the dreams of others, Twilight." Luna explained. "But it's difficult for me to enter a magic sleep, and harder still for me to remain within it... every time I fade, I must find you once again... what feels like second to you are hours or even days to me." Twilight wasn't sure how much more she could handle.

"I fear it won't be long before you are lost forever to the endless void, Twilight." Luna said, her voice dripping with sorrow. Twilight was amazed she hadn't collapsed to the ground. She was going to be trapped in the endless void? All because her horn was broken and she could cast no magic? Was there no way to grow a new horn or heal her wound? Wait! That was it, Twilight thought.

"Princess Luna!" Twilight said suddenly, smiling and straightening herself up. "Hurry to Princess Celestia's study." Luna, however, shook her head.

"I cannot." she said flatly. "I am in exile... I left, against my sister's wishes... this was all my fault-"

"Hurry, Princess Luna!" Twilight interjected quickly, Luna staring at the young princess' zeal. "Enter Princess Celestia's dreams. If I've really been in a magic sleep for more than a month, then tell her to bring Philomena to me!" Luna didn't need to ask Twilight what she was planning.

"You will use phoenix tears to restore your horn, Twilight?" she pondered. "I don't know if it will work-"

"We won't know until we try!" Twilight said proudly. "Hurry princess! This is our only shot!" Giving a nod, Luna faded quickly, leaving Twilight beaming to herself in the darkness. In a few moments, the blue alicorn was back once more, Twilight somehow already knowing Luna had successfully delivered her message.

"Well?" Twilight asked, still wearing a big grin. Luna, however, shook her head, a frown still upon her face.

"It did nothing." Luna said glumly. "Your horn did not return." she explained, her mirror appearing before Twilight once more to show her her stubby broken horn. "I'm so sorry, Twilight... truly, I am..." Twilight, however, just kept on smiling.

"Then why can I feel it?" she asked with a smile. At this, Luna's eyes went wide as she turned to the young pony. Without wasting a moment, Twilight powered her broken horn, illuminating the black void into a gleaming spectrum of twinkling stars once more, the two alicorn flanked by several marveling thestrals that had clearly been helping Luna search for Twilight every time she faded from Twilight's dreams. None of them could believe their eyes. Twilight could use magic without her horn!

"Now then." Twilight said, smiling still. "I think it's time to wake up... don't you, Princess Luna?" she asked as Luna still stared in disbelief. She stood there for the longest time, just looking upon the young princess, until she finally found her words.

"Go, Twilight!" Luna beamed. "Join everypony... I'm sure they miss you." she said before spreading her wings and taking off back into her realm of dreams, her thestral guards flying off with her. "Please stop Zerus." her voice echoed as she disappeared from sight. Nodding, Twilight powered her broken horn again, the void fading away in a blinding flash of light.

Everypony sniffled as Philomena perched just above Twilight's motionless body. It seemed nothing they could do would ever bring Twilight back. Just then, Fluttershy gasped as she saw Twilight's snapped horn glow. Turning and nudging all her friends to see, the five bearers of the Elements of Harmony watched in total shock as Twilight floated up from the cot she lay on and drifted forward to her hooves. It was an incredible sight, all five of them unable to hold back their tears as Twilight's eyes sprang open, a smile on her face.

"Good morning." she said calmly as they all stared in joyous shock. Not one of them moved a muscle. This was just too much for all of them. Finally, one of the marveling crowd broke the silence.

"TWILIGHT!" Spike cried, his face covered in tears as he leaped for the pony that was his whole world, throwing his arms around her and sobbing into her side. "I THOUGHT I'D NEVER SEE YOU AGAIN!" he wailed, everypony else shooting around her, throwing their front legs around her. There wasn't a dry eye in the room. They were finally back together again. They were all whole again.

So much had happened in the last month. Equestria was being overrun by black crystal golems and the whole world was being torn apart in erratic weather, especially Ponyville, which was in the middle of a missive blizzard that had lasted for days, despite being in the early days of summer (the Summer Sun Celebration was in a matter of days, in fact).

Applejack found Twilight unconscious at the far edge of her apple farm (between the headstones marking the graves of her parents), and she and her family had tended to Twilight tirelessly throughout her magic sleep. Standing with Twilight just outside her house, the two saw the barren, frozen apple orchard.

"Looks like this is the end." Applejack sighed, her heart aching as she saw her home under feet of snow.

"Not if we can help it." Twilight said, holding her Element of Harmony close. It was still covered in black crystal shards and completely useless. "I need to find a way to purify my diadem." Twilight said as they reentered the house, everypony gathered around the warm fire (Granny Smith shivering under a heavy blanket as she slept on the sofa).

"What do we do?" Rainbow Dash asked apprehensively, still sporting a unicorn horn instead of wings. It seemed Discord could not reverse the magic on her and Rarity (who still had wings in place of her horn).

"There's only one thing we can do..." Twilight sighed. Looking to the ceiling, Twilight knew he was already there. "Discord." she said calmly, the draconequus appearing before them in a flash.

"Well, you look rested, Twilight." he sneered, though Twilight got the impression he was pleased to see she was alright. "If you're going to ask me to turn Rainbow Dash and Rarity back, I already tried-"

"I got the feeling you did." Twilight said with a small smile." Please... can you purify my Element of Harmony, Discord?" she asked, levitating her crystal encrusted diadem toward him as he reached out for it. "I can't use it with those black crystals on it and I need it if I have any hope of finding the other Elements of Harmony."

"And where Zerus and Tirek are..." the embodiment of chaos said flatly, Twilight nodding. Holding the Element close to his face, not blinking once, Twilight got the impression her couldn't think of anything funny to say or do at a time like this. Was this too much for him, too? Finally, everypony watching him turn it over in his hands, Discord let out a low sigh.

"You know, it's funny." he said, looking at the bunch of ponies watching him closely.

"What's funny?" Fluttershy asked as Discord slumped his shoulders.

"A year ago I would have died to bathe the world in endless chaos... now it looks like I'm going to die to stop it." he said, everypony's eyes going wide at this statement. Just as Fluttershy stepped forward to protest, Discord was enveloped in a beautiful glow of blue that filled the entire room (Granny Smith still fast asleep under her quilt), Fluttershy crying out as she saw discord begin to fade away into shimmering blue sparkles as the black crystals faded.

"Discord, please, don't go!" she cried, her face wet with tears as his face contorted, mustering every ounce of chaotic magic he had to grant Twilight's crown power once more. "DISCORD, NO!" Fluttershy wailed, the draconequus fading to a floating torso and head, the blue sparkles swirling around the room. Burying her face in her hooves, everypony else watched in total awe as Discord faded away entirely, Fluttershy sobbing as the golden Element dropping to the ground with a tiny clang, shimmering and clean of any black crystals. Nopony could believe what had just happened. Was Discord really...

"Don't weep, Fluttershy."

Everypony turned to see Princess Celestia (dressed in a heavy parka) step through the door, Shining Armor and Cadence behind her.

"Princess Celestia?" Twilight gasped.

"Discord is not dead... not yet." She said, the blue lights still spinning brilliantly above everypony.

35. It All Ends

"Princess Celestia!" Twilight called, rushing to her mentor, nuzzling her dearly. Looking beyond the regal alicorn, she saw two ponies making their way through the raging blizzard that made her jaw drop.

"Cadence! Shining Armor!" she shrieked, rushing past Celestia and throwing her hooves around the two heavily bound ponies, the trio sniffling as they were reunited.

"Forget about me, Twilight?"

That voice. Twilight jerked her head up to see a face she feared she'd never see again. Captain Starlight, smiling for her old friend beneath a heavy red coat. There was an eye patch over her right eye and a scar along her left cheek, but she still looked quite chipper and spirited, Twilight barely able to grasp that she had survived the crash of the Entourage.

"H-how..." the purple pony stammered, unable to hold back tears or suppress her smile "how did you-"

"I flew off at the last second." the orange pegasus explained. "I was lucky to make it, I got hit in the face when the mast collapsed... can I still be your bodyguard?" she asked with a laugh, Twilight seeing her left eye sparkle. "We can talk later, though, Twilight." she said. "I think a friend needs your help." she said, motioning toward the blue spectrum inside the Apple's home. Nodding, shaking the snow from her mane, Twilight raced inside, Fluttershy still crying over Discord's sacrifice.

"You... you said we can save him, princess?" Twilight asked as Fluttershy wiped her eyes, everypony else watching with narrowed eyes.

"Yes." Celestia said, the brilliant lights above them starting to dim just slightly. "If you can all focus on Discord's remaining life and soul, you should be able to reassemble him in a new body... but be warned, nopony returns from the realms in between unscathed." Every single one of them could feel the grave warning in Celestia's voice. It made several manes stand on end. "Do you still want to restore Discord-"

"Yes." several of them said sharply. At this, Celestia bowed her head and stepped away from them.

"Then unite your power, everypony." she said solemnly. "It is the only way."

"But how can we do that without our Elements?" Rainbow Dash pondered aloud. Celestia, however, waved this notion off.

"Your Elements of Harmony do not define your connection, Rainbow Dash." she explained, Fluttershy gasping as the lights faded still. "You all would not have come this far if everything depended solely on your Elements of Harmony... you must never forget that." she said, Twilight looking up at the fading vortex of blue stars.

"Enough chit chat." Twilight said, powering her snapped horn. "Discord... come back to us." she said, trying her best to focus on the blue lights. She could definitely feel Discord's joyous nature and chaotic power within them, but it was hard for her to keep control of these, the swirling blue slowing just a mite. She feared he was going to be lost soon.

Just then, the stars began to descend to the floor and swirl about in a smaller cyclone. Looking around the room, still powering her stubby horn, Twilight saw the other bears of the Elements of Harmony had lowered their heads, focusing on their strong bond with both Twilight and Discord. Looking back to the blue lights, they began to form into a small shape.

"Please, Twilight, don't give up." Cadence said suddenly, stepping forward, Twilight feeling a great swell of vigor inside as her former caretaker spoke to her.

Celestia, Shining Armor and Starlight all watched with baited breath as the gleaming lights formed a small, tiny shape, the glow subsiding a moment later as Discord was brought back before their very eyes. Shuddering, her heart pounding, Fluttershy looked over the tiny form of the restored draconequus. He looked no bigger than Apple Bloom or any other colt or filly, with a large, round head with tiny, rounded antlers and a tiny, pudgy body.

"Discord?" Fluttershy asked slowly, the baby yawning cutely and rubbing his eyes. "Discord!" Fluttershy exclaimed, snatching him up, startling him as he looked around in a frenzy, the yellow pegasus crying as she cradled him close. "I thought we'd -hic- we'd never see you ever again!" she sobbed. Sure enough, as soon as the baby Discord looked into Fluttershy's face, he gave her a big smile, his single pointy tooth bared as he nuzzled into her side. Everypony could see he clearly remembered who she was, even in this infantile state. Every last one of them beamed at this. Stepping forward, though, Celestia drew everypony's attention (Discord still snuggling his new caretaker).

"We don't have much time." she announced, Everypony listening intently. "Twilight. Don your Element of Harmony. It will be the key to finding all the others." Nodding, Twilight quickly placed her diadem on her head, almost immediately feeling a tugging sensation inside her. She could feel exactly where the Elements were, far far to the north... she knew exactly where they had been taken.

"Shining Armor." Twilight began. "Why aren't you and Cadence at the Crystal Empire." she asked, already aware of the reason why.

"By the time we made our way back to the Crystal Empire," Cadence explained, Shining Armor bowing slightly "it had been overrun with black crystal golems. We couldn't make it through the city limits no matter how we tried..."

"We figured we could lead an attack," added Shining Armor "but we figured without the Elements of Harmony... we wouldn't stand a chance."

"And now that we know where they are," Celestia interjected loudly, a grave look on her face "it would seem I have no choice..." Everypony turned and just stared at her, Fluttershy holding the tiny Discord close.

"Princess-" "I will go face Tirek and Zerus alone... Twilight," she began, looking at the youngest alicorn "I leave Equestria under your rule." Twilight could feel her blood run cold. "I trust you will rule in my place." she said, bowing to Twilight, nopony able to find their voice. What Princess Celestia said was final. That's how it had always been.

"Then for my first royal decree," Twilight said suddenly, nopony blinking "I forbid you from going to the Crystal Empire." Celestia looked taken aback. Everypony was utterly shocked by Twilight's bravery. "We need you, Princess Celestia. We can't-"

"This is not up for debate, Twilight." Celestia said sharply. "This is all probably my doing... I must set things right-"

"With all due respect, Princess Celestia!" Twilight snapped, her heart pounding in her ears. It was quiet enough to hear a pin drop as Celestia stared at her former pupil. "I am a princess of Canterlot. I will do anything in my power to protect my subjects... and that includes not allowing you do go off and die."

It was absolute silence in the Apple house, save for the howling wind outside. Not a single one of them moved and neither Celestia nor Twilight blinked as they shot daggers for the other.

"Very well then, Princess Twilight Sparkle." Celestia said begrudgingly. "I will comply. Tell me," she went on, taking a seat before her. "What course of action do you propose?"

Twilight inhaled deeply. This was it. She had to think of something.

"Will you not answer, Twilight?" Celestia asked in a suspicious tone, raising an eyebrow. Narrowing her eyes, Twilight stomped forward.

"We will lead a final assault on the Crystal Empire!" she blurted out, wracking her mind to piece together some sort of plan on the spot.

"Why would you say such a thing?" Celestia asked in an unconvinced voice. "Did Princess Cadence and Shining Armor not tell you it would prove useless to attack-"

"She's got us!" Rainbow Dash snapped, surprised by her bravery as well. Celestia turned and gave a serious look to her subject, Rainbow Dash's courage floundering as Celestia's mouth tightened.

"She's right, you're highness." Applejack said, stepping up beside her best friend. "We'll go with Twilight to the empire."

"We'll claim our Elements once more." Rarity added, joining the two.

"We won't let you down, your highness!" Pinkie cheered as she hopped to her feet.

"With our Elements, we can save everypony." Fluttershy managed to breathe, Discord fast asleep in her hooves. Celestia made no movement, though Twilight could clearly see Celestia's face relax just slightly.

"Your highness!"

Everypony turned to see Flash Sentry enter the door, dressed in a heavy black cloak.

"News from Saddle Arabia. They have-" was all he said before he and Twilight looked right into the others eyes. Twilight walked straight over to Flash as he stared at her with an open mouth.

"Twilight..." he said, the princess coming to a stop just before him. "I'm so sorry, I wasn't there to help-" was all he said before she gave his face a sharp smack with her wing, Starlight narrowing her eyes just a bit. His cheek stinging, Flash frowned at Twilight. After a moment more, though, she threw her hooves around him and held him tight. Shining Armor and Cadence both smiled just slightly at the two of them.

"Let us make haste, Princess Twilight." Celestia said sharply. Everypony turned to her, feeling the graveness of her words. "The final battle for the world begins now."

As the snow came down in Ponyville, many soldiers took to fortifying the town.

"We'll need to defend our homes as well during the fighting at the Crystal Empire, Princess Celestia."

"Why would we need to do that, Twilight? Zerus believe's he has already won. What would he stand to gain from attacking-"

"He doesn't command the golems. Tirek does. And Tirek is a sadist. I doesn't matter to him whether they've already won or lost. He just wants to hurt everypony, so he'll be expecting us to leave Equestria unprotected."

Twilight looked longingly at the burned remnants of her home at the old library. She remembered all the good times she and everypony had experienced here. It was so sad to see it reduced to just a burned old tree now. Hanging her head as townsponies took to evacuate, she walked through the icy streets, hoping this daring final assault would work, feeling a lump in her throat as she watched Fluttershy at Sugarcube Corner, sharing a tearful goodby with Discord as she entrusted him to the fleeing Cake family.

"I will send troops with you to the Crystal Empire, Shining Armor."

"I have a better idea, Princess Celestia."

Twilight watched as the train returned from the northern boarder, Flash Sentry having taken it to the Crystal Empire.

"Flash, if you truly want to atone for your past mistakes, then you will listen to me. I want you to stow inside the Crystal Empire. It should be easy for somepony like you."

"Yes, Shining Armor."

"The Crystal Ponies will still be alive because they require negativity and despair to feed Cataclysm... join the squatchen tribes and free the finest crystal warriors together and wait for us to meet you. We'll attack from the inside."

"Yessir-"

"I would not entrust you with this task if I didn't believe you were capable, Flash... do not let me down."

"YESSIR!"

Celestia had already left for Canterlot a day earlier. Apparently the ponies of Saddle Arabia had heard of the attacking golems and sent a massive garrison of jackal soldiers to help fortify the royal city. She hoped that would be enough.

"Starlight. I want you to protect Cadence and Spike by any means necessary. The two of them will protect Ponyville and keep us in contact with one another."

"Right. That dragon has the ability to send messages and items to the princesses."

"Not only that, they are my family... I want them to be safe."

"I will guard them with my life, Twilight!"

The smell of burning kilns filled even the Ponyville air as Twilight made her way to the edge of town. It would seem while Twilight was in a coma, Discord had found a large amount of mythril (or perhaps revealed a stash he had been saving for a rainy day). The forges throughout all of Equestria had been burning for days and nights, everypony trying to smith armor strong enough to defend Equestria.

Coming to the barren Sweet Apple Acres, Twilight saw a tearful Diamond Tiara leave the Apple house. She had been visiting a lot lately, Twilight noticed. Maybe the recent development with Granny Smith had caused her to soften her heart to Apple Bloom and her friends. Sure enough, Twilight saw a heavily covered Apple Bloom sitting outside, watching the frozen apples on the icy limbs of the trees. Twilight took a seat beside her and watched the furious blizzard.

"Real cold out, huh?" Twilight asked, Apple Bloom sitting silently. Twilight reached out and put a hoof around her little friend.

"Granny Smith is real sick 'cause of this storm, y'know?" Apple bloom said quietly. Twilight nodded, knowing well that the old mare was not taking to this cold snap well. "She's... she's not getting' any better." Twilight couldn't think of anything to say to Apple Bloom. "My... my maw an' paw died b'fore I could remember." she went on, her voice trembling. "I never got to know them, but Big Macintosh an' Applejack told me it was real sad for everypony..." Sniffling, Apple Bloom turned to Twilight, her face wet with tears.

"Twilight," she began, trying to find her voice as she looked up at the purple alicorn "I know nopony lives forever... but... but Granny Smith said she always wanted to see what kinda cutiemark I would have..." Twilight felt her heart sink. Apple Bloom let out a few sobs as she fought to keep her composure. "Please Twilight... please save Granny Smith... please save her."

Twilight wasn't sure she could find her voice.

Twilight, Shining Armor (who wore shining mythril armor and had the Harbinger Blade slung to his side) and the other bearers of the Elements of Harmony waited for the train to the norther boarder to return, some of them dressed in coats and others wearing various pieces of travel gear (Applejack having donned a black hat that once belonged to her father), Spike, Cadence and Starlight there to see the lot off.

"You aren't scared something like last time will happen... are you, Twilight?" Spike asked. Twilight only shook her head.

"I think I'll be fine... it's strange," she explained "but it's like Zerus' power doesn't effect me... at least not that much."

"Do you think maybe..." Shining Armor began "maybe we're... somehow related to him? He is more than a thousand years old." Twilight only shook her head once more.

"I've traced our genealogy before." she explained. "The farthest back I was able to trace our history was to a stallion named Artemis. He was born not long before Zerus, but it's still unlikely the two are connected." Shining Armor nodded as the train pulled in, knowing his sister was probably right. As they said their goodbyes (a few of them quite tearfully), they all piled onto the train, their hearts beating fast and each of them sweating bullets.

"Do you think we really have a chance?" Applejack asked, Twilight closing her eyes.

"We won't know until we try." she heard Pinkie say glumly.

"Best to keep those thoughts out of mind, everypony." Shining Armor said cautiously. "We need to keep focused." he finished, Twilight somehow managing to fall asleep...

She looked around the grand spectrum she found herself in once before, Luna already standing there waiting for her.

"Your mind is wondering, Twilight." she said in a sagely voice. "Shouldn't you stay concentrated on the matter at hand?"

"You're still in exile... why?" asked the concerned Twilight. At this, Luna frowned.

"I feel this was all my doing... had I not given Tirek the Alicorn Amulet, we wouldn't be in the predicament... and besides... I can't face Zerus... I just can't." she said, her voice trembling. "Not after what has happened to him... he was like a son to me... and I would want nothing more than for him to come back to Canterlot with me... but we both know it can't be like that... not after everything that has happened to the both of us."

Twilight opened her mouth to protest, but she knew Luna was right. Zerus had been sealed in endless hatred and fear from more than a thousand years, groomed to be Sombra's successor, just like he was... was there no real way of getting through to Zerus?

"Princess Luna?" Twilight asked suddenly. "Zerus mentioned something about not being able to live forever." At this, Luna's eyes darted to Twilight. "Did... did he mean it?"

"Nopony lives forever, Twilight." Luna said, her regal form melting away to her true form as a little filly. "Not even my sister or I... we will both live for many many years still, but as for you and Princess Cadence... I cannot say whether you two will live as long as us." Twilight's heart leaped in her chest at this news. "You were both transformed into alicorns, not born. The bloodline of the Crystal Royals ran thin for more than a thousand years, but Princess Cadence did indeed descend from the last royal who was entrusted to us and she did prove herself worthy of the title of princess, just like you did."

Twilight bowed at this. So there was a chance that she and Cadence may just live as long as their friends... and Zerus knew this. What else could he possibly know?

"You should wake up, Twilight." Luna said as she turned to leave, shaking the alicorn form her thoughts. "You're almost the the Crystal Empire." At this, Twilight shook awake, her eyes darting around the train car as everypony sat silently waiting for the end of the line. Sure enough, after rising to stretch her limbs, Twilight saw it. The black, jagged castle of crystal, surrounded by a parched wasteland, just like in the vision Celestia showed Twilight a year prior when she and her friends ventured first to the empire. This was it.

As the train came to a stop, Twilight saw the empty, silent town of the Crystal Ponies, none of them daring to speak as they walked through the brief snowy banks and into the hot desert, a foreboding and dusty wind blowing slightly at their backs.

"Where are the Elements, Twilight?" Shining Armor asked, Twilight placing her Element on her head. She could feel it as plain as day exactly where the other Elements were. Walking slowly through the parched land, straight toward the castle, Twilight narrowed her eyes.

"The Element of Loyalty is at the jousting arena." Twilight said, Rainbow Dash hurrying off. "The Element of Honesty is in the crystal garden." Applejack trotted off without a word. "The Element of Generosity is in the Hall of the Crystal Heart." Rarity, who still wore her red winter coat, nodded and made her way ahead of the group. "The Element of Laughter is deep in the aqueducts." Twilight revealed, Pinkie pulling out the seapony charm from a travel pack she wore, starting off to the now dry fountains. "The Element of Kindness is in the clouds, up about the city." Twilight finally said, Fluttershy shaking like a leaf but giving a determined look as she flew up into the sky, leaving Twilight and Shining Armor all alone.

"You do know this is a trap, right?" Twilight asked, Shining Armor's face showing no emotion. "Spotting a trap and avoiding one are two different things." Again, as they reached the town square outside the castle, he said nothing. No sooner did they come to the foot of the grand stairs did they see a figure wearing a heavy brown cloak, no part of their body visible beneath it. They both knew from the height and girth of this figure that it was clearly Tirek.

"My master has been waiting for you, Princess Twilight Sparkle." he said, sinking to his knees, the cloak pooling around him on the jagged crystal floor. Turning, she saw Shining Armor shake his head.

"You can't go, Twilight." her brother plead. "You can't-"

"I have no choice, Shining Armor..." she said, following the silent Tirek, Shining Armor watching from the town square as she disappeared from view. Following Tirek, she didn't dare speak a word as he lead her to the throne room and up to a gigantic spiraling staircase that was not present either time she came to the Crystal Empire. Following him as they ascended the stairs, they suddenly came to a stop as the staircase ended in the middle of the throne room. Looking around, Twilight wondered what he was doing, though she quickly got her answer as the steps began to slowly rise on their own up higher and higher, the ceiling opening up to allow them to continue on. As they went on and on up higher and higher, the staircase grew larger and more jagged, turning into a massive tower, Twilight looking all around as they rose higher into the sky. Just as they surpassed the grand tower, Twilight suddenly got a chill, turning to see something high above them (despite how high the tower had already risen). After a moment of trying to see exactly what it was, Twilight shielded her eyes as a massive blight lit up the land, revealing Cataclysm, Twilight's spine running cold as she watched the tower rise more and more, coming right up to the gigantic sphere in the sky.

"Master Zerus will meet with you now, Princess Twilight Sparkle." Tirek said calmly, Twilight watching everything fade, quickly finding herself in an endless black void. Looking around, she saw that not only could she see herself, but for some reason, she was dressed in her coronation gown from when she became a princess.

"I've been looking forward to this moment, Princess Twilight Sparkle."

Twilight turned to see Zerus, draped in a pure white cloak and wearing mythril hoof guards step up toward her, his brown mane tied back and draped down his shoulder.

The fighting had begun almost as soon as Cataclysm appeared in the sky, but Shining Armor didn't move a muscle. He instead glared as Tirek glided down from the tower and landed on the grand steps of the castle.

"I hope you've been looking forward to this moment as long as I have, Shining Armor." he said, squatchen and crystal jousters alike tearing and smashing the seemingly endless golems to bits. "It's time we end our little game once and for all." Tirek said, stepping down the steps, Shining Armor drawing the Harbinger Blade and clamping it in his mouth. "Because I'm frankly tired of playing." the baphotaur taunted, drawing Sombra's horn and turning it not into the broad, curved sword from before, but instead into an incredibly long, needle-like sword that dwarfed even him.

"Time to die, Shining Armor." Tirek laughed, his pitch black body made of shining black crystal.

Forever and for Always

by ShaD.23

Chapters

1. The Final Will of King Sombra