As soon as they set foot in Compassion Forest, Vinyl and Octavia experienced an amazing feeling of pure peace. In fact, Vinyl even admitted she felt like helping all the old ladies in the world across the street. It was as if they had suddenly been filled with all the kindness in the world.

"This place is amazing," Vinyl breathed, "I can't imagine it like Spectrum Mountain, all gray and dreary and dark. We gotta stop that jerk face."

Octavia nodded solemnly, "I agree."

Vinyl paused, "Why did Angel object to Black Thunder coming?"

Octavia looked at the ground, "I don't know. But he told me that he smelled pure evil and that he couldn't allow him into the forest."

"Impossible!" Vinyl growled, "Black Thunder is the greatest solo rescuer-!"

"Vinyl, I really don't want to hear about it anymore. I've grown sick of this whole 'greatest solo rescuer thing'."

Vinyl looked hurt, "Octavia, you can't possibly agree with that stupid rodent!"

"Maybe I do!" Octavia snapped, "I haven't trusted him since the day he arrived! I don't know, there's just... Something about him that gets to me."

"He can't be pure evil," Vinyl argued, "Or else he wouldn't be doing all those heroic things. Angel must be smelling wrong."

"Let's stop talking about it," Octavia insisted, "Instead, let's focus on getting to the Kindness Gear before Whooves does."

Vinyl dropped her gaze away from the brown mare, obviously very frustrated. The unicorn couldn't believe that Octavia would diss Black Thunder. The thought made Vinyl almost want to punch Octavia in the gut, but because of the strange kindness that the forest radiated, she decided against it.

"Look, all I'm saying is that maybe... Maybe we should just not be very trusting of him for the time being." Octavia spoke up.

Vinyl didn't say anything, ending the conversation completely. They continued on. Octavia would occasionally hear the rustle of leaves due to fleeing animals, but the forest was surprisingly quiet. Vinyl had found a pebble and wouldn't quit kicking it around. There was a tense feeling in the air between them, making Octavia feel severely awkward. Luckily, it seemed to die down as they walked on, most likely due to the magic in the forest.

"Octavia?" Vinyl questioned, breaking the silence.

Octavia didn't answer, but simply looked at the unicorn.

"What do you think Black Thunder meant by worse monsters than Chrysalis? I don't think you can get much worse than that."

Octavia looked down, "There's a lot of horrible creatures in Equestria. I don't know all their names, but there are."

"Shouldn't the Harmony Gears protect us though?"

"They can't if Whooves keeps stealing them."

"So would that mean all those horrible creatures that the Gears hold back... Could really come back again?"

Octavia's ears lowered, "Possibly. Let's just hope we never have to come face to face with them."

"If we do become a legendary rescue team, we might not have a choice."

"Vinyl, unless we save the world from certain destruction, we'll never be a legendary team."

"Don't speak too soon. If we can stop Whooves, we might become legendary. After all, the Gears are Equestria's major protection."

Octavia didn't reply, wanting to end the conversation. As they walked on, the forest begin to thin out into a huge clearing. This part of the forest was possibly the most beautiful of it all. The evergreen trees formed probably the largest circular clearing that the two mares had ever seen. A crystal clear lake sat in the middle, and something was glowing green underneath it, seeming to make the trees and grass even greener. Beautiful flowers of all kinds bloomed at random as butterflies and bees floated and buzzed around them. Birds tweeted in the trees, despite the nighttime hours, and small animals scurried in the bushes around the clearing.

"Whoa," Vinyl breathed, "Even more beautiful than the other parts of the forest!"

For a moment, Octavia forgot everything that had been bothering her; Black Thunder, Whooves, everything. The area was just that gorgeous and filled with kindness to make the stressed mare forget everything. In fact, she felt like staying here forever, napping among the flowers and , an unfamiliar voice interrupted her peaceful thoughts, reminded her of her mission.

"H-hello."

---

Black Thunder quietly padded around the campsite after everyone had gone to bed. He acted as a sentry, keeping a watch out for anything unusual or dangerous. The stallion walked the perimeter, scanning the forest with his bright green eyes before coming to the Musical Mare's tent. Thunder knew it was rude, but he peeked through the mesh door of the mare's tent, just to see if they were sleeping well.

Their sleeping bags were completely untouched. Neither Vinyl nor Octavia were to be seen.

Thunder began to panic until he saw two pairs of hoofprints leading away from the tent and into the woods. His panic turned to fury as he began to quickly follow the prints.

"Those accursed Guardians..." He snarled under his breath.

---

Angel paced nervously at the stone obelisk, thinking things that wouldn't have earned him a spanking if he said them outloud.

"I don't get paid enough to do this job," He muttered, "Good gosh, if I have to keep this guy out of Compassion Forest, we're going to be in so much trouble."

Just then, Angel turned, discovering the same gray stallion that he had just been talking about galloping towards him. The stallion was about to effortlessly run past the rodent, but Angel stepped in his way.

"A-hem," The rabbit growled, "Where do you think you're going, Smack Blunder?"

Thunder wasn't surprised that the rabbit could talk. He was however, a little irritated that the rodent wouldn't let him pass.

"My friends went in there," He stated, "I must go after them."

Angel laughed, "You're funny! If you think I'm going to let you -a guy who smells like Death itself- pass, you must be crazy!"

This made Thunder slightly worried, "Don't you dare..."

"Yeah dude, I know you're not who you say you are. I ought to bring you to Fluttershy, but she'll only punish you with a sixteen minute time out. Me and my buddies however..."

The sounds of rustling bushes and growling animals began to echo through the surrounding area. Thunder saw maybe one hundred angry, beady eyes staring out of the bushes at him.

"We don't believe in light punishment," Angel said with a smirk, "Get 'em, boys!"

---

Standing before Octavia and Vinyl was a delicately beautiful Alicorn with a daffodil-colored coat and a silky light pink mane. Her wing were currently pulled in and her horn could barely be seen above her long mane. She had deep, sea-green eyes that were filled with kindness and a golden necklace encrusted with three butterflies. Her cutie mark was of the same butterflies.

"Fluttershy." Vinyl said with heavy maturity. She bowed her head out of respect, forcing Octavia to do the same, "It's an honor to meet you for the first time."

The yellow Alicorn didn't say anything for a few seconds, "Oh... Um... I'm not used to having company. I'm sorry this place is such a big mess..."

"Mess?" Vinyl questioned, "Fluttershy, this place is beautiful! The other Guardians should be jealous of you!"

Fluttershy giggled a little, "Thank you. You're here because of Whooves, aren't you?"

The two Musical Mares exchanged glances.

"Yes," Vinyl answered, "We wanted to help you fend him off. He's supposed to strike here next."

Fluttershy still refused to look at them, "Oh... Thank you. I don't know if I could protect the Gear from that meanie by myself. You are a really big help. You're Vinyl Scratch and Octavia, right?"

"That's us!" Replied Vinyl with a smug smile.

"Well, you know it probably wouldn't have been such a big problem if my animals didn't desert me," Fluttershy said, derailing the subject, "I've tried calling them, but they won't respond. They might have found Whooves already and have gone to attack him."

Vinyl and Octavia stepped towards the edge of the lake to get a closer view of the Kindness Gear. Right in the middle of the lake was the source of the green glow; a gear-shaped relic that seemed to fuel the surroundings with power.

"That's the Kindness Gear," Fluttershy explained, "Without it, the forest here would die and fall into darkness. It, and the other five Gears keep Equestria in order and protect it."

"And Whooves wants to ruin it." Vinyl stated blankly.

Fluttershy's ears lowered submissively, "Unfortunately."

However, their conversation was interrupted when something rustled in the bushes, causing all three mares to tense. A stallion approached slowly out of the shadows, causing Octavia's heart skipped a beat. He looked just as he did in Thunder's picture of him. Light brown coat, dark brown mane, light blue eyes, and an hourglass marking his flank. No doubt about it, it was Whooves.

Fluttershy stepped foward in front of the Musical Mares, spreading her wings to protect them.

"If you think you're going to take the Kindness Gear, you've got another thing coming, mister!" Fluttershy snarled, surprising the Musical Mares with her sudden mood swing.

Whooves stared straight through Fluttershy and right at Octavia, making the mare's blood run cold. But for some reason, he wasn't glowering at her; the stare was more pitying than resentful.

"I'm sorry." He said in what sounded like a Trottingham accent. He lunged at Fluttershy, completely surprising her. With one might blow to the head, he already had the Alicorn out cold, lying on the forest floor.

Octavia and Vinyl went on defense, the brown mare drawing her cello bow and the white mare expanding her bass cannon. Whooves wasn't scared though, for he simply took out a strange, futuristic gadget that he pointed at both mare's objects, causing Vinyl's bass cannon to malfunction and Octavia's bow to break in half, leaving them defenseless. The stallion simply pushed past them, jumping into the lake and swimming towards the Kindness Gear, now completely unprotected.

"No!" Cried Vinyl. Immediately, the green glow from the lake flickered once before cutting out completely. That was when its absence began to affect the surrounding forest. From the very bottom of the lake came a wave of gray that washed over the land with a cold wind. The trees lost their leaves and the birds flew away, no longer singing their happy songs. The grass died and the land became cold and dark. The magical feeling of kindness was completely wiped away, leaving nothing but fear.

"No! No no no!" Screamed Vinyl, now shivering from the cold, "We didn't stop him! Heck, we didn't even slow him down!"

Octavia looked around the gray landscape. She couldn't believe that the once beautiful Compassion Forest was now lifeless and cold, filled with darkness and confusion. Anger boiled inside of her, realizing that Whooves meant to take away such a gorgeous and peaceful place. I'm sorry. Octavia repeated his words in her head, over and over again. He wasn't sorry in the least. Vinyl was right. This guy was a cold-hearted criminal.

"Fluttershy!" Cried Vinyl, running over to the knocked out pegasus. She felt her head, which had a small gash where Whooves had hit her, "Octavia! I think she might be hurt really bad! We need to get her to somepony!"

Octavia however, stayed perfectly calm and took out something in her bag; a small, golden seed that seemed to make the area slightly brighter. Gently, she put it in Fluttershy's mouth and helped her chew it. The Alicorn's eyes immediately shot open as the gash on her forehead quickly disappeared.

"Wha... What happened?"

"Whooves," Vinyl explained with a scowl, "He got the Gear."

---

"GET OFF OF ME!" Thunder's deep voice screamed through the forest. Animals of all kinds had dog-piled on top of the stallion, forcing him to stay in one spot.

"Keep 'em down!" Angel ordered, as if he was the commander of some big army, "We ain't letting smelly dude in!"

However, the attack was cut short as all the animals suddenly fled, freeing Thunder. The land was suddenly bathed in gray, accompanied by a freezing-cold wind.

"Hey!" Objected a now helpless Angel, "What gives? What's with the freaky landscape change?"

Black Thunder stood slowly, covered in scratches and animal bites. He would have gone ahead and crushed the rodent under his large hooves, but that was when Octavia and Vinyl appeared from the entrance of the Compassion Forest. Fluttershy accompanied them, her facial expression solemn and slightly scared.

"Thank goodness!" The gray stallion cried, running up to the three, "I thought something had happened to you!"

Out of resentment, Angel blew a raspberry behind Thunder's back. "Whooves got the Gear," Vinyl explained, "And hurt Fluttershy in the process."

Octavia suddenly noticed all of Thunder's wounds, "What happened to you?"

Thunder looked down at his scratched up body, "Animals. Apparently, they despise me."

"Why ever would they despise you?" Fluttershy questioned, looking truly sorry, "They only attack those with bad intentions. I know you don't have those, Black Thunder!"

"Thank you, my dear," Thunder replied, "But I see this expedition was in vain. Our quest to stop Whooves has failed this time."

"So?" Vinyl challenged, "There's still three more Gears left. We just have to figure out where Whooves is going to strike next so we can be there to stop him."

"I can warn the others," Fluttershy suggested, "He might go to Applejack's because it's the location of the next closest Gear."

"It's a possibility," Thunder said, "In that case, we must start traveling towards Dead Mare's Desert instead. Fly to Applejack's and warm her ahead of time. You and the other two Guardians who have lost their Gears may stay at the Guild for the time being."

Fluttershy nodded, "Thank you." She then took flight into the now fading night sky.

"Dead Mare's Desert?" Vinyl questioned with sarcasm, "Sounds fun. We better pack some water though."

---

Upon returning to the campsite, the other Guild members were just waking up, discovering that the once rich and beautiful landscape was now gray and hideous. Seeing Thunder return, Lyra ran up to the stallion, a panicky look on her face.

"Are we too late?"

Thunder looked down, "Unfortunately, Whooves has already taken the Gear of Kindness."

The other Guild members gasped.

"And I believe his next target is the Gear of Honesty," He continued, "We must get to the Orchards of Honesty before he does."

"I hate to interject here," Bonbon began, "But we only planned for a one day trip. We can't travel all the way to Dead Mare's, because we have no supplies to do so."

"Bonbon's right," Lyra agreed, "We have to return to the Guild. We'll send out a smaller search party later today."

Thunder seemed reluctant, but he eventually nodded. The expedition took this as a sign to return to the Guild.

---

I apologize for this being so short. I also apologize that Fluttershy is severely OOC. For some reason, she's not very fun to write, and therefore, is an annoying chore when it comes to writing (sorry Fluttershy fans). Anyway, please review if you want the to continue writing!