With Twilight's teleportation powers, Octavia, Vinyl, Whooves, and their new Alicorn companion were already back at the hilltop, mint-green tent.

"I don't know how they're ever going to believe us." Vinyl began

"Let's just hope they do." Whooves prayed aloud.

Together, the four walked into the tent and climbed down the ladder. Twilight advised Whooves to stay on the second floor while they explained everything. On their way down, Octavia accidentally fell on a familiar gray pegasus who was going up the ladder.

"Octavia?! Vinyl?!" Derpy exclaimed, her eyes widening in surprise. She immediately attacked the two with a hug around the neck, "Oh my goodness! We all thought you were dead! Where in all of Equestria have you been?!"

With Derpy's loud cheers, the other Guild members were attracted over to discover the Musical Mares had returned.

"Where have you been?" A worried Carrot Top asked.

"You guys have been gone for weeks!" Exclaimed Lucky.

"Are you all okay?" Asked Minuette.

"Where's Lyra and Bonbon?" Vinyl asked Derpy.

The two mares in question immediately came foward. They too, seemed surprised at Octavia and Vinyl's return.

"Where have you two been?" Lyra began in a surprisingly worried tone, "We've all been worried sick about you!"

Surprisingly, Bonbon was silent, which was very unlike her. Both Octavia and Vinyl were surprised she wasn't putting in a pessimistic comment as she usually did.

"Allow me to explain." Announced a clear, female voice. Just then, Twilight Sparkle came to the front, looking as regal as always. The members gasped, seeing a Guardian in their midst.

"Twilight?" Lyra asked, "What brings you here?"

Twilight drew in a deep breath, "There's something that I must alert you of. Our peaceful land of Equestria is in grave danger."

"No kiddin'?" Bonbon replied. She held up a small black book, "I've been waiting for somepony to come say something about it. You know what this is? It's Black Thunder's journal, a.k.a, the vicious King Sombra, the once unrightful ruler of the Crystal Empire."

The ponies fell silent upon hearing the name. Lyra however, immediately scoffed.

"Yeah right!" She shot back, "And I'm Princess Celestia!"

Bonbon glared at her friend, "Oh shut up, Lyra. We all know you had a crush on Black Thunder. This is proof that he's not who he says he is."

"And I justify it," Twilight added, "I trust Octavia and Vinyl when they say they saw Thunder's true form right before their eyes. He was simply deceiving you to get closer to Octavia and Whooves."

"Wait," Carrot interrupted, "What does Whooves have to do with any of this?"

Just then, the stallion in question slid down the ladder. For a moment, the other ponies seem unpleasantly surprised. However, he tried to make himself appear friendly and with good intentions.

"Members of Lyra's Guild for Rescuers," Whooves began in a solemn tone, "I know you see me as a crazed criminal, but what I was doing was not to destroy Equestria."

Almost all of the members of the Guild interrupted him with painful insults and threats. Bonbon however, held up a silencing hoof, shutting the quarreling members up for good.

"Give the guy a chance to explain himself." The cream mare commanded. She turned back to Whooves, "I read about some of the things that Sombra wrote in his diary. He kept insisting that he had to do away with you and Octavia. Why is that?"

Whooves cleared his throat. He explained he was stealing the Gears to prevent the collapse of the Tower of Midnight, which would truly destroy Equestria. He explained how Luna had turned into Nightmare Moon, why Sombra was serving her, and everything else in between.

The others seemed quite shocked and skeptical. However, as Bonbon passed around Sombra's journal, the skeptical feelings were put aside and filled with even more shock.

"How can we trust you?" Lyra questioned.

"You have to," Octavia insisted, "You trust us, don't you?"

They all hesitated, but quickly nodded in reply.

"Then you have to trust Whooves," The mare continued, "It's the only way we're ever going to save Equestria."

For a moment, all of the Guild was silent. One by one, they began to raise there hooves and give a shout.

"I'm in." Derpy said first.

"So am I." Carrot Top agreed.

"Let's do it!" Minuette cheered.

"If there is no Equestria, nopony will know of the Great and Poweful Trixie," Trixie replied sorrowfully, "In that case, Trixie shall assist in saving the world!"

"You can count me in too." Bonbon chirped.

All of the guild members had agreed, except for one measly Lyra. She actually looked quite angry with the recent news.

"Let's kick Sombra's sorry flank." The unicorn growled.

Twilight turned to Whooves after everyone had agreed, "So Whooves, what do we have to do first?"

"First, we need the other Gears," The stallion replied, "I'm leaving that up to you, Twilight. You must contact your fellow Guardians and get them to get the Gears. From there, we will figure out how to get to the Tower of Midnight from there."

Twilight nodded, "I'll get to that right away." She turned to the other ponies, "Guild members, you should rest for the night. Tomorrow's a big day!"

They all agreed and retired to their rooms.

---

Octavia and Vinyl had to make room for Whooves in their quarters. While Octavia and Whooves were sleeping, Vinyl took out her piece of treasured rock and held it close. Whooves however, was not actually asleep and noticed it immediately.

"Vinyl, may I ask, what is that?" His accented voice questioned.

"This?" Vinyl replied, gesturing to the rock, "To tell you the truth, I have no clue. I found it when I was just a filly and I've kept it with me since then."

Whooves looked over the strange inscriptions on the rock. He seemed quite fascinated by it.

"That's Princess Luna," Whooves said, pointing to one of the ponies etched into the stone, "Hold on to that. It could possibly help us with getting to the Tower of Midnight."

"I'm not planning on losing it." Vinyl remarked rudely.

Whooves seemed pained, "You seem to resent me."

Vinyl shook her head, "I don't hate you. It's just..." She glanced over at the sleeping Octavia, "Octavia's the only true friend I've ever had. All my other friends have stabbed me in the back. Truth be told, before Octavia came, I was kinda living life as a hermit and I ended up quitting all my DJ gigs because I lost confidence in myself." She looked at Whooves, her bright red eyes twinkling, "Sometimes I feel like you're trying to steal her away. Now that I know you two were friends before I was friends with her... I kinda feel like a third wheel; the useless, cowardly funny-mare who can't do anything right to save her life."

Whooves gave Vinyl a reassuring smile, "Why do you feel like that? If it wasn't for you and that bass cannon of yours, we would have been dead ten times over. You're certainly not a third wheel and you never will be. I can see that you and Octavia will be best friends for a very long time."

Vinyl smiled, "Thanks."

Whooves quietly cleared his throat, "Now. Let's get some sleep, shall we?"

---

Octavia once again found last night's nightmare repeating. Same Sombra, same paralysis, same Whooves getting killed. She woke up in a cold sweat, only to realize that it was morning. Whooves and Vinyl were still asleep, and it was still too early for Trixie to come in and wake them up.

What is with this nightmare? Octavia asked herself, Is my Dimensional Scream trying to get a point across or something? Because it's not doing a very good job at it!

Octavia could hear some of the other Guild members stirring and walking out of their chambers. She decided to wake Whooves and Vinyl so they could go check out what was going on. When she had roused her two companions, they headed out the door and into the main room. Already, almost all of the Guild members were awake, surrounding the six familiar Guardians. Each of the Alicorns had one Gear placed in front of them, meaning Twilight had successfully convinced them.

Octavia, Vinyl, and Whooves trotted to the very front of the group, right in front of the Guardians. Lyra and Bonbon were standing at the Alicorn's sides, waiting for the Guild members to calm down before beginning their speech.

"As you already know," Bonbon announced, "We have retrieved the Gears in order to restore the Midnight Tower and stop Nightmare Moon's rage." She hesitated, "The only problem is that we have no idea how to get to the land in which the tower is located."

Whooves elbowed Vinyl gently. He furiously gestured to the small rock hanging out of her spiky mane. She seemed reluctant, but she pulled out the rock and placed it in front of Lyra and Bonbon.

"Could this be of any help?" Vinyl asked, hoping they would say no.

Lyra's eyes widened, "I... I've seen this pattern before! Bonbon, don't you remember?"

Bonbon nodded, "I remember it well. Ruby Cave, correct?"

"Yes!" Lyra cheered. Her face fell solemn as she turned to the guild members, "This... This inscription is also in Ruby Cave, one of the first places me and Bonbon visited as a rescue team. We... Erm... We had a close encounter with some bandits attempting to steal our treasures and..." She trailed off.

"That's not the point," Bonbon interrupted, "What matters is that it could lead us to the Tower of Midnight." She turned back to Whooves, "How much longer do we have until the tower collapses?"

"Two days." Whooves replied.

"Good. Ruby Cave is only a short hike away," Bonbon explained, "We take a small expedition group to see if we can find anything. Is that understood?"

The guild members nodded in reply.

"Great. Pack your stuff and we'll head out right away."

Octavia, Whooves, and Vinyl stood waiting for the others to come. The stallion began talking with the Guardians who still seemed wary of him.

"I'm sorry I didn't explain any of this to begin with," He said to the Alicorns, "I thought that maybe I could do it quietly so that the rest of Equestria wouldn't panic."

"Well nice job on that, Whooves," Rainbow Dash growled, clearly unsatisfied with the stallion, "That was really stupid on your part. You could have just told us and we would have been reasonable!"

"Rainbow, hush," Rarity commanded, "Quit being so rude. This nice gentleman is trying to save our beloved Equestria from peril."

Twilight interrupted Rarity, "I recently attempted to travel to the Tower of Midnight in order to see if your story was correct. I couldn't even find where it was at and therefore had to come back. I then tried to send a letter to Luna, but it never got through or she didn't even care to reply. She usually always replies to my letters."

"Because she's Nightmare Moooon!" Pinkie moaned like a lost spirit, "Oh no... What if she eats our souls?!"

Twilight ignored the pink pony and turned back to Whooves, "I wish you and your companions the best of luck. Me and my fellow Guardians must return to help heal Equestria's loss of the Gears."

"Yeah! Have fun!" Pinkie cheered.

"Kick some butt for us, will ya?" Rainbow Dash said.

"Um... Good luck..." Fluttershy whispered timidly.

"Show that Nightmare Moon who's boss!" Applejack added.

"If you see that Sombra, tell him that his outfit is sooooo sixteen-hundreds overlord." Rarity critiqued.

"Thank you." Whooves replied with a smile.

With that, the six Guardians promptly left, leaving Whooves, Octavia, and Vinyl by themselves.

"Guys," Vinyl spoke, "I'm a little nervous. What if we can't do it?"

"We will," Insisted Whooves, "We just have to stop Nightmare Moon's rage before it's too late."

Octavia nodded, "That's right. And it may sound corny, but I'm sure that we can do it."

"Yeah, you're right," Vinyl agreed, "What am I so worried about? Except that we're going up against a raging mad, all-powerful Alicorn of the night, there's absolutely nothing to worry about!"

Octavia rolled her eyes, "Don't be like that, Vinyl. There is nothing to worry about except worry itself."

"Guys! Big trouble!" A female voice cried. The familiar pegasus Cloudkicker slid down the ladder, her eyes filled with fear.

"What's wrong, Kicker?" Vinyl asked.

Kicker was breathing heavily, "Ponyville! Me and Macintosh had to evacuate the lower town! There's like... Something really weird going on! It's all gray and cold and dead!"

"What?" Whooves asked, looking quite surprised, "Quick, show me. Now!"

Kicker lead the three back up to the top floor and out of the tent. When they reached outside, Kicker pointed to the lower side of Ponyville, the side with Dragon's Bluff and Sweet Apple Acres. She was correct that something bad had happened, for the entire lower town was covered in a gray hue. The apple trees of Sweet Apple Aces had shriveled up and died and the buildings and houses had been destroyed. Ponies had to move to the upper town as they watched with pure terror at the expanding grayness.

"Is it because we took the Gears?" Vinyl asked, glaring at Whooves a little.

Whooves shook his head, "No! The Gears only keep their paticularly area protected. The towers are left to protect the rest of Equestria, but do require the Gears for assistance in order to keep it all protected." He started to sweat, "This is bad. This is really bad! It means that the Tower of Midnight is collapsing much quicker than I thought!"

Kicker cocked her head, "I'm guessing that's pretty bad?"

Whooves nodded, "It's very bad! It means we have to get there now!"

Just then, Bonbon, along with Trixie, Derpy, Carrot Top, Minuette, and Lucky came out of the tent. Upon seeing what had happened to the lower town, they gasped and started muttering uneasily.

"What happened to Ponyville?" Derpy asked, "Oh no! Did it get the muffin shop? Please don't tell me it got the muffin shop!"

"Nightmare Moon's rage is becoming even more uncontrollable," Whooves replied, "Which means we have a lot less time than I thought! We have to head to Ruby Cave now!"

They didn't argue. Bonbon quickly lead them away from the Guild and towards the east as the gray slowly started to overtake Ponyville.

---

It took all but thirty minutes to get to where they were going. Octavia noticed as they walked that the woods seemed to get quieter and lose their colors very slowly.

"There." Bonbon announced, pointing a small cave near the edge of the northern beach. The edge of the entrance was lined with beautiful rubies that shined red on the beach sand.

Bonbon turned to Vinyl, "You still have that rock?"

Vinyl pulled out the rock and gave it to Bonbon, "Yep. Here you go."

For a moment, the cream mare examined it, "I vaguely remember seeing this pattern at the end of the cave. There has to be some connection with this and that pattern."

Vinyl changed the subject, "Hey, can I ask, where's Lyra?"

Bonbon seemed a little nervous of the mention of Lyra, "As I mentioned before, me and Lyra encountered a gang of... Bandits. It's kind of a story that she feels embarrassed by, because those bandits attempted to hurt her and I had to-"

"BONBON!" Screamed Minuette very suddenly.

Before anyone could register what was going on, Bonbon was sent rumbling backwards by a blast of blue. Three distinctive characters pushed their way through the crowd, one of them grabbing the rock that Bonbon had dropped. They immediately sprinted towards the cavern so quickly, no one could see who it was. Vinyl and Octavia however, did not need to see them in order to know who exactly they were.

"Vengeance!" Vinyl exclaimed. Her angry, battle-ready scowl suddenly fell into an are you serious look, "Really? Again?"

Bonbon was back on her hooves again though. She stood, baring her teeth as she did, "Hey you jerks! Get back here!"

With the rest of the Guild following close behind her, Bonbon took off into the cave, her face filled with pure rage and determination.

---

I didn't lie when I said I'd get another chapter up by the weekend. Anyways, I hope you enjoyed. Please leave some feedback too. More reviews encourages more writing (or at least for me)!