A/N - Complete story summary: When an ancient evil resurfaces in Equestria, the mane six are truly tested on their most challenging adventure yet. Princess Celestia and the six have no choice but to rely on the reformed enemy Discord! Will Twilight and her friends have what it takes to defeat this evil, before Equestria drowns in a world of shadow and darkness? And will Celestia and Discord be able to overcome a past between them, in order to work together and succeed towards the same goal?

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Shadows Over Equestria

By: DemonKaizoku

Chapter 1: Morning Hijinks

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As daybreak prepared for its arrival, it was once again time for another calm and peaceful night to come to an end.

Right on schedule the moon departed from the sky. The sun peaked out from its stead posthaste, making its way into the sky to awaken everyone from their slumbering dreams and welcome all living inhabitants to another day with its warm presence.

As daylight crept past the border each of the previous night's stars slowly faded from sight. By the time the sun had peeked above the horizon, ponies started to stir from their beds. Just as it had been the day before, the skies were blue and void of any clouds, promising to all that it was going to be another beautiful and pleasant day.

The rise and descent of both celestial bodies served as a continuous reminder to everyone that Princess Celestia and Princess Luna were hard at work, keeping order for all the citizens and creatures of Equestria.

To those who populated the town of Ponyville today was shaping up to be just like any other.

As the day started in earnest local vendors and businesses were opening shop in the marketplace in preparation for the morning rush. The bell from the local schoolhouse rang, calling the young fillies and colts to attend another day of exciting learning to build their bright futures. Everything in Ponyville was falling into place and working routine, but it was also at this time of morning a certain fledgling alicorn was stirring from her own restful sleep; who no doubt had agendas of her own to attend on this delightful day.

From the upstairs bedroom of the Golden Oaks Library a soft groan emerged. Shifting underneath the covers a purple horn nestled in a sapphire blue mane with hints of pale violet and brilliant rose streaks poked out. This was followed by the familiar facial features of Twilight Sparkle. Without opening her eyes she sleepily turned onto her side, facing the windowsill, resting her head back against her pillow. As a stream of sunlight filtered through the window and beckoned her to rise by shining across her face, another groan escaped and she clenched her eyelids tightly shut.

Although she was aware it was time to get up and out of bed, this did not stop her from taking her sweet time in doing so. Even though she was already slowly waking up, she felt too cozy to get out of bed just yet. It was after a few more minutes of aimlessly tossing and turning to try and find a comfortable position that a purple wing poked out from one side of the bed, and it was the push she needed to get herself sitting upright.

She wasn't quite ready to throw the bedspread off as she brought her hoof up and rubbed it against her bedhead of a mane. However when she felt the impulse to lie back down creep in only moments after, Twilight fought the urge by kicking back the covers and at long last getting out of bed. Having finally succeeded and now standing at her bedside, she proceeded to stretch in case any leftover kinks had accumulated from the night before. After glancing out her bedside window, her gaze shifted to the clock on the wall, which read five past seven.

She sighed contentedly. "I slept like a rock." Her peace of mind however was rudely interrupted as she winced unexpectedly from a sudden muscle spasm in her wing. Her recently acquired wings twitched outwards lightly, and she felt the source of discomfort residing in her right wing. She could move it just as fine as the other, but not without it feeling tender. It did not take her long to realize she had rolled onto it, turning on her back in the middle of the night, again.

"I really need to get used to sleeping with these." She muttered with mild annoyance, though at the end of the day it was not anything serious or something to be concerned about. It was nothing that a little more time adjusting and stretching them out couldn't fix. Almost three months had passed since she had received them just before her coronation, but at least she was getting the basics of flying down.

Since the day she had been officially crowned Equestria's newest princess, Twilight's lifestyle had surprisingly not changed as drastically as she had first expected it to. When it first sank in that she was now officially royalty, her anxiety about drastic changes in her life had increased dramatically. In fact the one thing she had feared most would happen was having to leave Ponyville and her friends behind to rule over a castle of her own. With her apprehension only continuing to escalate, her uncertainty needed to be settled one way or another, before things got any worse or she fell prey to a nervous breakdown. Of course by the time she approached Princess Celestia about her concerns she had been given her first royal duties which involved organizing the approaching Summer Sun Celebration. She could have pursued her concerns and eased her anxiety, but she was unable to bring herself to talk about them now; not with the princess giving her her first take and counting on her performing her first duty as a princess. Her concerns had to wait until after the celebration which certainly had gone swimmingly considering the Everfree forest had invaded Ponyville and abducted the royal sisters.

Once she and her friends succeeded in revitalizing the Tree of Harmony by returning the Elements of Harmony to where they had previously belonged, she was able to address her concerns with Princess Celestia, once the main events of the Summer Sun Celebration concluded. Thankfully, she could continue her living arrangements in Ponyville, if that was what she wanted. As far as Twilight was aware, she was a princess by authoritative rank and formality, but also one that was still in training. Her royal training, ouside of her book, was planned to take place and be addressed in Canterlot Castle; but that did not mean she had to move back there. One day, she would officially govern the land as Celestia, Luna, and Cadance did and perhaps have a castle of her own, but that was not going to be anytime soon. Celestia explained that when Cadance had first become a princess her studies were also dealt with in a similar fashion. The only difference was that Cadance had Celestia as a parental guardian, being taken under her wing, since she had been orphaned at a young age. She had practically grown up in a lifestyle of luxury and that was why Cadance had originally resided in the castle even as Twilight's foalsitter, before she and Shinning Armor departed for the Crystal Empire.

Although her greatest fears hadn't been realized and that weight had been lifted off her shoulders, there were still lesser yet just as considerable changes in her everyday life that had been inevitable. one of these aforementioned thing had been Ponyville civilians starting to bow respectfully in her presence whenever she passed. While this was something she knew to expect, these gestures still made her feel self-conscious on occasion, and they were happening on too much of a regular basis for her. Whether she ran a quick errand or was shopping at the marketplace around others, bows were promptly given by everybody within her vicinity. Vendors either gave her a discount on everything she purchased, or they sucked up to her status by letting her have anything free of charge. The same thing happened with waiters and food establishments: whenever she decided to eat out and treat her friends, it took no more than a few seconds of reaching for her bit pouch before any waiter insisted she dismiss any thought of paying. In other words, she could more or less have everything for free in this case, too. The perk may have been nice for some ponies like Rarity or others, but this felt unfair to Twilight. Sure, she may have ascended to royalty, but the only thing that had changed about her was the pair of wings she sported. She might no longer be a unicorn, but she was still the same magic-savvy mare everyone knew and loved. Princess or not, it did not sit well with her that she be the only one given the benefit of not paying any pony their fare share of profit in the town. What kind of princess would she be to Equestria if she always took the path of least resistance, when every other pony was not given the same opportunity? It just felt wrong and only gave her more of an unsettled feeling within. Being a princess had its perks, but either everybody was given the same treatment as her, or she received the same treatment as everyone else. Seeing as the latter was the only option not to ensure economic failure in Ponyville, the choice had been unanimous.

There was no mistaking that Twilight was not planning on taking advantage of her status anytime soon. Such actions were made by those who were selfish and full of greed; traits that potentially came from a tyrannical ruler. She would never do anything she saw as selfish, her mentor Princess Celestia had taught her the wise thing was to have pure moral standings and stick to them. She may have been told they were no longer student and teacher, but Twilight knew she would always see Celestia as such, despite being upgraded to equal rank. Learning the technical skillset of being a princess was not going to come to her overnight, so who better than another princess with many more years of experience to teach her? Surely being a princess did not only mean walking gracefully and looking pretty? As she understood it, being a princess meant taking responsibility and caring for those who needed her and for those she held dear. She planned to make it her priority to never waste this once in a lifetime opportunity and to take it all seriously. She would most certainly not allow herself to let either Princess Celestia or Luna down with their decision.

Having finally stretched most of the ache out of her wing, Twilight quickly discovered the source of her problem. Not only had she rolled on her back in her sleep, but lying partly underneath the covers of her bed was the latest installment of the Daring Do series she and her friends were reading. She immediately recalled wanting to have a little light reading in bed before going to sleep, so not only had she slept with the book, but she also somehow shifted on top of it without realizing it. That certainly explained why her wing felt as sore as it did. In most cases, she would have put the book up, but she must have forgotten or became too tired before having the chance. She eventually came to the conclusion it was best to leave it where it was for now, as she wanted it to serve as a reminder to always put her books away before falling asleep.

Books never failed her when she needed them; of course there was no doubt about that. Books held vast amounts of knowledge and information that aided in her studies, and they were also known to help her out of any troubling situations she and her friends seemed to go through on a regular basis. As of the night before, she could now confidently say books also helped her fall asleep. However, she also learned that even though she successfully slept through the night with one, they did not make for good cushions. Her wing could vouch for that.

Once she felt the ache in her wing ebb and relief slowly return, she left her bedside and approached her reflection in the vanity mirror. Summoning the first of her magic that day, her brush levitated to her side, as she started brushing at her unkempt mane. The rise from bed this morning was certainly restful, and yet it somehow felt different than usual. Even though she had to admit it was really nice, she knew there was something missing from the equation, something she caught on to right away...

"I hardly heard a peep out of you last night. I usually wake up to you snoring in the morning." Twilight said with a smile towards where a certain baby dragon and number one assistant slept, looking at her reflection while she brushed her mane. A certain baby dragon who should be waking up by now, but her focus was not on the basket that served as his bed a fair distance behind her. Twilight didn't think anything of the extended silence, at first. However, the longer it went on, the more apparent it became, and she started taking notice of it. Eventually, the smile slowly disappeared from her reflection.

"Come on, Spike. You can't sleep the day away. It's far too nice of a day to miss out on." As she continued to brush her mane, her attention in the mirror slowly shifted to where a small portion of the basket could be seen in the far corner of the mirror. When she turned to the side beyond the mirror for a clearer view, she was instead greeted with a deserted basket. As soon as this registered, she completely turned away from the vanity to make sure what she saw was correct. Sure enough, there was no trace of Spike to be found.

"Spike?" She blinked, moving away from the mirror and slowly approaching the smaller bed.

With the covers thrown messily back, any previous trace of Spike's presence was evident only through the faint body indentation and wrinkled sheets. Although Spike clearly had at one point been in bed, seeing the basket unoccupied as early as it was still threw her off guard. Spike was capable of getting up early enough, but this only happened when she required his assistance and told him in advance. Otherwise, he was never up this early when nothing of importance was needed. One would think for him to be up and about anyway was harmless enough, but what struck her as out of the ordinary was that for as long as they had lived together, Spike had never been up and about before her in the morning. What also made this strange was she had nothing important planned for him to help with today, which always served as an indication of his time away from his duties as her assistant. While she had plans she expected he wanted to to help with, that was not until the midafternoon. Her only plans for the day were to meet up and unwind with her friends, so Spike should have still been in bed. He should be tossing and turning, complaining about not wanting to get out of bed yet, so what was it that had him up so early?

Such an odd situation weighed heavily on her mind, as she continued formulating an answer as to what had Spike up so early. Sidetracked by her own inner thoughts, she forgot she was still brushing her mane. It was because of this that her brush snagged on a stubborn knot and without realizing it she tugged on it too hard. She flinched and her eyes widened.

A cry echoed loudly inside the library.

Once she had given her scalp the time to recover, she made haste downstairs. After passing the bookshelves on the first level of the library, she entered the treehouse's kitchenette and was greeted with a sight. Not only was Spike up and about before her, but he was also standing atop a short stool and facing the top of the counter, pouring what looked to be a dark brown liquid from a carafe into a small mug. Steam rose from the cup and without blowing on it, he took a nice long swig. Perhaps it was not completely unheard of for him to be up this early, but Twilight was still not convinced this was without a motive behind it. She knew without a doubt there had to be a reason he was up, and she held a hint of suspicion it was one she would not like. She knew Spike and he would have preferred to take advantage of this time by trying to sleep in, so for the sake of figuring this out, she'd humor him for now.

"There you are." Twilight chuckled lightly at the back of his profile, while he stood on the stool and was taking another long sip. At least he hadn't left without her knowing or was missing. That was the last thing she needed to be worrying about at this time of morning. "I was getting a little worried when I didn't see you were in bed. What's got you up so early, anyway? You know I don't have any important plans, apart from meeting up with the others at Sugarcube Corner." She levitated a glass of her own from the cupboard, followed with a carton of orange juice from the fridge.

While Spike was not normally an early-riser unless she needed his help, it wasn't as though he was never up during the morning. Spike was normally up and out of bed by either middle or late morning. He was only up on a few occasions by the crack of dawn, which was usually because of his assistance during the last day of every month. He often helped her prepare a complete schedule for any future plans and events during the next month. If Twilight knew some of her plans in advance she had Spike add them to the schedule ahead of time, and hold onto it for the sake of updating it when there was more to add or changes to be made. There were also the occasions when she required his help in Ponyville, whether to assist her with some magical experiments or for something as simple as a trip to the market when she needed an extra pair of claws.

"Nothing, really. I just woke up on my own, so I must be fully rested." Spike said, followed by a small shrug. For a moment, his words almost sounded a little hesitant, but Twilight chose to assume he was still waking up. Her smile returned, as she opened the juice carton with her magic. When she stood next to him at the same counter, she turned.

"Well, at least you had a good night's re-AAAHHH!" She cried out in surprise as Spike slowly turned, backing away a couple of paces. It was a good thing she hadn't started pouring the juice yet. Jolted by Twilight's surprise and loud outburst, Spike wobbled and started to lose his balance on the stepping stool, but fortunately regained it and caught himself as he landed on the floor, instead of falling over.

"W-what is it? What's wrong?" Spike asked, alarmed as he searched the kitchen after being startled. Although she had seen it when Spike first faced her, Twilight received another perfect shot of his face while he surveyed the kitchen, and her eyes narrowed.

"I should be the one asking you! What's wrong with you? You look terrible!"

At the startling sight of Spike's face, not only did she see the dark rings under his eyes, but how bloodshot they were too. He looked very tired and as tired as he appeared, falling asleep wouldn't be any problem whatsoever. Especially for such a seasoned a pro at sleeping as he was. If she didn't know any better, it looked as though he was forcing himself to keep awake for some odd reason. The mug of dark liquid he currently held gave off a familiar roasted aroma now that she was next to him. There was no mistake; it smelled like Joe's strongest blend of coffee. It was a blend she usually purchased from the donut-selling stallion in Canterlot, due to the high amount of caffeine it had. She used it for nights she wanted more time to study, if not also to perk her up and get her brain running for early morning studies. Even Joe's blend had its limits, as Spike looked like he was beginning the descent towards a caffeine crash. Still she watched Spike force another sip of coffee down, noting that he did not appear to enjoy the taste based on his body language. He shuddered slightly, everyone knew Spike was more of a hot chocolate drinking dragon than a coffee one.

"Why are you drinking coffee?" She asked with a confused yet stern tone. Even though she had already come to the conclusion that Spike was forcing himself to stay awake for some odd reason, she chose to ask him anyway. This obviously required a little more investigation and it almost looked as though Spike was trying to keep himself from telling her why. Twilight knew he wouldn't be able to resist for much longer; Spike always had a hard time keeping any secrets from her. She continued to question him and, as expected, he slowly started to crack.

"I didn't want to go back to sleep. I had a rough night." She raised a brow at this, finding his words a little contradictory.

"Well, that's half of your problem right there. You should try to go back to sleep for at least a few hours. You know I usually want you up by morning, but I don't want to push you if you had a hard time sleeping last night, so try to at least relax in bed for awhile."

"I can't." Spike shook his head rapidly, making Twilight blink.

"Why not?" She asked, watching as Spike nervously clasped his claws together.

"They... they were coming after me." Spike said with a hint of hesitation, while his gaze darted back and forth around the kitchen.

"Who was coming after you?"

Spike immediately rushed to her side and silenced her with a single claw, while using her as his new stronghold. Twilight silently watched him peek out from behind her and look around with the most caution she had ever seen from him.

"Gem monsters." He whispered. "While I was having a hard time sleeping last night, I needed a drink. When I went downstairs, I saw them. There were monsters made out of sapphires, rubies, emeralds... even diamonds." He said the last bit as if horrified by the thought.

"Gem monsters?" Twilight raised a brow.

Now that sounded preposterous, though technically it wasn't. They did live in a magical world, after all. She was pretty sure she once read a book in the magical library archives while she still lived in Canterlot, and on occasion read the Princess's books in the castle's study, while under Celestia's tutelage.

*Rock golems I think they were once called...* She managed to recall a vague memory from the books she had read in her short lifetime.

She would have to reread the exact book she found that in, but the little she did remember of it said that rock golems only lived through a powerful manifestation of magic. It was quite a taxing spell, especially if you attempted creating more than one. Either way, she knew there was no one in Ponyville capable of it, counting even herself (not that she had ever tried to, yet). Such a spell required concentrated magic and the knowledge of how to use it. While she was known for being able to read a spell and take it in via a short demonstration allowing her to pull them off flawlessly, going about this type of spell blindly meant either nothing would come of it or worse something would through a magical accident. Magic wasn't always predictable, as far as accidents were concerned. Casting a spell without knowing its full extent was the one way you didn't want to find out what happened. Twilight personally had no plans to turn herself into a rock-looking pony by mistake anytime soon. She doubted that any pony in Canterlot was even aware of the spell, and she seriously doubted such a spell was involved, let alone was it being used against a baby dragon. She was certain the Princesses were easily capable of performing the spell, but that would mean treading into the possibility of accusing them of being irresponsible, which was silly to begin with.

This only left her with one other possibility, one that made more sense and one she was quick to act on. It was after that her horn went aglow with magic, as the aura settled across the surface of Spike's mouth. Her magic quickly served to stretch his bottom lip out and let her get a closer look into his mouth, surprising Spike in the process he responded with a garbled cry. Lo and behold, she spotted a small fragment of what looked to be a dark green gem anchored between the bottom row of his teeth. She dropped her sight and hold on his mouth, causing Spike to nearly fall over onto his face. She was quick to approach the pantry in the kitchen and open it with her magic. She noticed an opened cookie jar that had been left on the center level, and below it on the ground were some small leftover crumbs of gems. She looked from the floor to the wide but empty jar, the one they dubbed the 'gem jar'. A jar Twilight swore had been full to the brim when she had last checked, and one she had hidden for the purpose of keeping a certain dragon from overeating on gems.

"Spike!" She cried. "That jar was hidden! You know when I've hidden something from you, the purpose is so it doesn't get found and tempt you to devour the whole thing! No wonder you had a nightmare and couldn't sleep so much as a wink last night. You gorged yourself on all those gems. You know they either keep you awake or give you nightmares when you have too many before bed."

Spike sluggishly recovered from her actions, though he had spilled a little of the coffee from his cup across the floor from all the commotion. Of course feeling partly responsible, Twilight levitated a mop from the nearby broom closet and cleaned up the mess she had helped make. Spike managed to avert his eyes when she had silently done so, one of his claws shifting and lightly scratching across his other arm; a gesture he often made when he felt guilty.

"I-I know, but when I saw there was only one ruby and it was at the bottom of the jar, I had to reach it." He started unsure but was full of gusto by the end of his excuse as if it explained everything away. Rubies were one of Spike's top three favorite gems to eat. This explanation did not seem to improve the stern gaze Twilight gave him.

"I would have let you eat a few gems, Spike, but not the entire jar. I may not be a dragon, but even I know that was one too many gems for you, especially in the evening. If you really wanted the ruby, all you needed to do was take the other gems out, get the ruby, and put the others back in the jar. You didn't have to eat through all of them, like they were keeping you from it."

"I know." Spike's head quietly lowered out of dejection. "It was just all so tempting. Rubies may be one of my favorites, but then I saw there were sapphires, emeralds, and..." Spike shuddered outwardly a little, as if showing his impulsive temptation ever so slightly, but it disappeared when he felt her hoof gently pat the top of his head.

"I know. I'm not mad, but I don't like seeing you eat yourself ill or lose sleep over it, literally. Next time, if you really have the urge, do so during the day and not before you go to bed." Spike looked up, meeting with Twilight's smile and returning it.

"That doesn't mean you should still eat too many gems during the day, though." Twilight quickly added with a sisterly tone, before Spike got the wrong idea.

"Twilight, I can't believe you'd say that. How little you assume of me." Spike said, feigning a hurt expression. "Do you really think that I would take advantage of something you say, even over something as trivial as gems?" He asked, taking notice of her raised brow, which told him enough to know that the answer could be summed up as a simple 'yes'. It was hard for either side to contain themselves, and both broke the silence by chuckling.

"Alright, Spike. I know this sounds weird of me to say, but you need to go back to bed. Not all day, but at least for a few hours, enough for you to function for the day, so you can have a good night's sleep, for tonight."

"I...I can't." Spike voiced his hesitance and shook his head, making Twilight blink.

"Are you really still scared?"

"N-no. Well, maybe a little, but you don't know what it was like for me. Gems that I ate were coming to life. It makes my stomach feel sicker by the minute just thinking about it. It was a very traumatic experience, one I think only a dragon could truly understand. It was almost enough to stop me eating gems, altogether. Almost." Spike added at the end, as a reminder that nothing would ever completely stop him from eating gemstones.

"Well, why don't you have a warm bubble bath? Maybe that will help you relax and go to sleep." When she only received a shake of his head, she thought of something else. "I tell you what. Just this once, I'll let you fall asleep in the bath. Would that help?"

"No. There's nothing that can help me." Spike said.

"Well, I'm not letting you stay up. We have plans to go to Sugarcube Corner this afternoon. Pinkie wanted all of us to be there to try a new recipe of hers, remember?" This only made Spike groan out loud, while lightly holding his stomach.

"I don't want to think about food, right now..."

"Oh, Spike. You know I won't let you go without enough sleep to function on. You would be miserable if I did that." She said in a caring tone.

"Well, there's no way I will be able to go back to sleep now. I'm not sure if I ever could, after that nightmare. I may as well stay awake forever, for my own good." He adamantly countered.

"Isn't that a little extreme?" She asked with raised brow. "I'm sure you could go back to sleep. Besides, I know you want to come, and Pinkie would be very disappointed if you weren't able to."

"I'm sure you could get her to understand, once you tell her all that I've gone through." Spike said.

"Spike..."

"I know! I can keep my eyes pried open! I'm sure I don't always need to blink. Let's see that nightmare try to pull a fast one on me now."

This was all getting too out of hoof. Of course, Twilight had been half expecting Spike to prefer and choose an extreme or impossible route with this. Despite as desperate and extreme as this was getting, she really did understand what he was going through. After all she too had had some bad nightmares as a filly, and still did, on occasion. When she was a filly, it always helped that her family had been around to comfort her, especially her BBBFF, before he had become part of the royal guard. All Spike needed was someone to be there and help him through it, as this fear would disappear in due time. He just needed to relax but it wouldn't hurt to give him an incentive to get through it and she knew the perfect one.

"I suppose if you really don't want to try to sleep, I can't force you." She started, with a hint of dejection in her voice while she turned away and walked towards the bookshelves. "Of course, it would be a shame. I'm sure Rarity would be be disappointed if you weren't there." As predictable as clockwork, Spike quickly dashed to her side.

"R-Rarity will be there?" He jumped, as if he had suddenly recovered.

"Of course. Pinkie Pie invited all of us, after all. I doubt such an elegant mare as Rarity would miss out on that opportunity. It may be not be a fashionable or fancy gathering, but she would never pass up the chance to try one of Pinkie's recipes. Nopony in their right mind would, but don't worry Spike I'll tell her why you couldn't make it."

Spike flinched lightly. Twilight was going to tell Rarity all about his nightmares, and about how scared he was of going back to sleep. If she ever knew, how could he expect her to ever take him seriously again, and would he ever have any chance of winning her over? Rarity was a mare with exquisite tastes, and even he had to admit he wasn't one to call himself fancy like, say, the ponies in Canterlot she vied to be a part of. He knew kindness and adorability as her Spikey-Wikey could only get him so far. He couldn't afford his reputation getting utterly ruined with a childish situation like having nightmares over snacking too late. Twilight, meanwhile, levitated a few books to the desk.

"I'm sure she will understand the importance or you not wanting to get some sleep." Twilight continued, choosing which book she wanted to start with by levitating it and setting it in front of her. Just as she opened the book with her magic, she heard the familiar pitter pattering of Spike's footsteps and saw from the corner of her eye how he reacted as he peeked over the desk.

"Now, hold on. You don't need to tell her something as silly as that. I'm sure we could work something out." He said seriously. "I-I mean, I don't want to disappoint her. I'm sure I could try to sleep for at least a few hours. Like you said, who would miss out on such an opportunity?"

"Are you sure? Didn't you say you wanted to wait until everything passed out of your system?" Twilight said, hiding a growing smile of impending victory. "I'm sure Rarity would understand your ailment is reason enough that you can't come-"

"I can't disappoint Rarity!" Spike blurted interrupting her, causing her to blink in surprise. Spike blushed faintly and chuckled awkwardly about his outburst. "I-I mean... I wouldn't want to disappoint Rarity and Pinkie Pie, by not showing up." He quickly added. "Alright, I'll try and go back to sleep for a few more hours, but..." Spike suddenly looked down quietly, and was no longer desperately peeking over the desk to get Twilight's attention, as if debating something. "Could you come upstairs and stay with me?"

"Sure, but why?"

"I-I don't want to be upstairs, alone. N-not that I'm still scared or anything, and it'll be like I'm keeping you company." He said, trying to play it cool.

Twilight blinked, before she smiled and gave him a gentle hug, completely understanding.

"Of course, Spike. You go on upstairs and get settled. I will just get a few more books and I will be right there."

It worked every time when it came to Spike. When in doubt, bring up Rarity. The dragon was absolutely smitten with her and it always gave Spike the drive to push himself and get through whatever it was he needed to, for her sake.

Picking out a few more books and stacking them with the others, she levitated them and followed back upstairs.

"Alright Spike, I'm here. I'll wake you up when we need to go to Sugarcube-" She was interrupted by the soft sound of a snore. She levitated the books away from her sight. Sure enough, in record time, Spike was on his back and fast asleep, with his blanket already slightly kicked off. Giving a silent chuckle as she set the books down on the desktop in her room, her aura circled around the end of his covers, as she pulled them back over his body, Spike none the wiser, as he continued to sleep on peacefully.

Twilight quietly moved to the desk, and reopened the book she had been reading downstairs. She imagined she could finish the last book just in time to leave to meet with the others at Sugarcube Corner.

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A/N: The first chapter and only the beginning. I hope you as the reader will look forward to seeing what I have to deliver as a story, and offer towards the fandom.

Shadows Over Equestria

By: DemonKaizoku

Chapter 2: Fizzle Puffs

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Just as she had planned, by arranging the books by length and allotting a fixed amount of time for each chapter, Twilight had achieved her goal of finishing all the books she intended to read from early morning into the middle of the afternoon. She had a full half hour left to spare by the time she finished her last book before she had to leave and meet up with her friends at Sugarcube Corner. There was more than enough time to make her own lunch. Perhaps Spike was hungry for something too?

In all her hours of silent reading, not once did Spike ever stir or startle awake from another nightmare. Maybe he had just needed to talk about what was wrong and to know that someone close to him was nearby. Was that all he needed to keep any potential nightmares at bay?

Since he hadn't slept that night waking Spike up seemed to take an eternity. It was definitely a feat worthy of Celestia herself. When she mentioned lunch all he did was grumble in his sleep and turn away. Even while she was making her own lunch. She almost had no choice but to take him, bed and all, to Sugarcube Corner, but fortunately Spike snapped out of his sleep just as she stepped out of the door. She knew he had been up all night but things were getting ridiculous.

Twilight spent the whole walk to Sugarcube Corner trying to rouse Spike more through some light conversation. He stayed silent with the exception of a few cranky grumbles. His mood finally started to perk up by the time they drew close. She tried again:

"Feeling any better?" Twilight asked, but she only received a small shrug in response from Spike, who was walking by her side.

"I guess, but it doesn't feel like I got enough sleep."

"Oh really? This is coming from the dragon that feels like eight hours of sleep isn't enough?" Twilight teased playfully, but she returned to a slightly more serious tone. "Well, I hope you learned your lesson and don't snack on gems so late, again. You should go to bed by the time the moon is bright."

"You won't be hearing any complaints from me." Spike assured her most confidently while rubbing one of his eyes. The sleep had done him wonders, but he was still feeling a little on the groggy side, which wasn't hard to tell from his disposition. The dark rings under his eyes were much fainter, but at least they weren't nearly as bloodshot as before.

Upon their arrival at Sugarcube Corner, the two were immediately met with the sight of a very long line, one that stretched beyond the entrance and went outside for a decent way. It was by no means long enough to cause a traffic jam for those who casually passed by, but it was no short wait for those in the line either. As they continued approaching the shop, a couple more ponies took their place at the end of the line.

"Woah. That's a really long line." Said Spike as he marveled over the lengthy row of customers. This wasn't the average sized line for Sugarcube Corner at this time of day; even on a busy day during the week, it still wasn't nearly this long. There must have been something going on at the bakery; perhaps a special event? Though, as to what it could be, the young dragon hadn't the slightest idea. Of course, he wasn't completely awake yet and was really in no mood to put in extra brainpower today.

"I would certainly hope so, seeing as the Cakes are holding a bake sale today."

"A bake sale?" Spike turned.

"That's what Pinkie told me when she dropped by a few days ago. Their business has been growing a lot lately, ever since they started receiving more clients outside of Ponyville and Canterlot. As you can imagine with more business they have more orders to finish at a time. The main goal with this bake sale is to get another oven, but those don't come cheap."

"Well, it certainly looks like they're getting plenty of business." Spike said as he followed after Twilight, who had moved to stand at the end of the growing line. Even if he was a little slow in his sleepy state, Spike was still quick enough to know this would take a long time.

"Come on, Twilight. Don't you think we should just go in?"

"There are several others in front of us, who have all been waiting longer to get inside the bakery. That wouldn't be fair to them." She said, scolding him slightly.

"I'm sure you could get them to understand, seeing as you're a princess now." Spike said with much pride in his tone. "Besides, we're here to meet up with the others, not purchase desserts like they are."

"Absolutely not Spike. I'm not going to flaunt my title around, like I'm better than everyone else. There isn't anything wrong with exercising a little patience." Twilight said matter of factly.

A soft sigh escaped from Spike before he stepped out of line to take a closer look at the row of ponies and what he could see inside the bakery. Not only did the line run up to the front of the counter, but the whole inside from what he could tell was bustling with other ponies. They were most likely kicking back with their goods and celebrating or partying in some form. With Pinkie Pie on the premises, it wouldn't be at all surprising if there was a party in there. This was going to be a nice long wait, and Spike did not have much patience to spare standing around and doing nothing.

"Come on! It's completely packed in there!" Spike whined at Twilight when he returned, mildly frustrated. It was fortunate for him that Rainbow Dash just so happened to be flying past the entrance, maneuvering around the customers. Had it not been for her keen eyesight and Twilight's slightly taller stature, she wouldn't have spotted the pair at the end of the line out of the corner of her eye. What in the world were they doing standing out there? She resisted shaking her head towards the ridiculous display, and as Rainbow Dash often did, she acted before completely thinking things through as her wings quickly propelled her outside the bakery entrance.

"Alright, alright everyone make way for the princess!" Rainbow Dash exclaimed for all nearby to hear, while lightly pushing aside those that stood near and around the entrance. Hearing her outburst loud and clear, Twilight jumped in surprise.

The expressions from the ponies Rainbow lightly shoved went from pure offense and annoyance for her obnoxious actions to pure surprise, as though her actions were explained in a matter of seconds. Throughout the line ponies turned and whispered amongst one another about the supposed yet unconfirmed gossip of royalty nearby. When several ponies turned and saw there was in fact an alicorn behind them, one almost looked like his eyes might pop out. Twilight was quick to notice the several pairs of eyes that locked on her, as her nerves quickly built up and her stomach felt like a shaken bottle of soda.

"Oh. Uh... h-hello?" Twilight said, lightly waving a hoof and chuckling nervously, in an attempt to keep herself calmly in check, while clearly failing to do so.

"It's Princess Twilight!" One pony suddenly cried out loud enough for all around to hear.

As the pony cried out in confirmation of the unsubstantiated claim made by the rainbow-maned pegasus at the front of the bakery, a few more in the line gasped in surprise, as if they had first thought it had been a pony's bluff or poorly executed joke. In a matter of seconds, each pony in line both inside and outside the door stepped back and parted for Twilight to pass. Of course bows followed, while Twilight froze in place with an embarrassed blush and a face like a deer caught in headlights. Spike didn't appear all that bothered by the extra attention that was given as she was, and moved without any hesitation through the parted crowd before she did. When she finally recovered enough to move forwards, Twilight quietly apologized and reassured each and every pony that was in line that they did nothing wrong and that it was alright, before she too passed by other bowing forms, where she found Rainbow Dash waiting for her with Spike.

"Was that really necessary?" Twilight asked.

"Well, yeah. You're here to be with friends, not pick up an order. Besides, you're a princess now. Princesses don't have to wait in lines." Rainbow Dash answered in a confident tone.

"That's what I told her!" Spike said, raising his arms up in exasperation.

"Well... you still didn't have to announce it like that. I didn't need all that attention." Twilight muttered.

"It's part of the life of being a princess." Rainbow pointed out, as Twilight gave her an inquiring look. "It's been ages since you first became one. Aren't you getting used to it yet? If I were in your position, though thankfully I'm not, I'd be giving orders left and right. That, and call the Wonderbolts to hang out with me, every day." The idea made her grin widely, as she painted the mental image vividly in her thoughts.

Twilight inconspicuously rolled her eyes, while she and Spike followed the light cerulean pegasus to the back of the bakery, out of sight of any of the curious eyes of customers watching her every move. She didn't like how she was still having trouble adjusting to these changes, especially when friends like Spike and Rainbow Dash treated acted like she should have adjusted to the lifestyle by now. Although she was getting a better grasp on her role and these changes weren't too extreme, they were still more than enough for her to need time to adjust. With those in Ponyville who knew her as a neighbor, let alone as a friend, this change was needless to say still going through an awkward transition. Nevertheless, there wasn't much more she could do but reassure herself that she just needed to give it all a little more time. She was already more used to it than she had been during the coronation, but even for her it wasn't easy to let so much adapt to so much change in such a short period of time. She hadn't been born a princess, after all, so what she thought best was just to take this one step at a time.

As the others proceeded through the bakery, Twilight was passing the front counter, and smiled as she saw that the Cakes were working and moving along as busy as bees dealing with the growing line of customers. Just then Mrs. Cake stepped away then Mr. Cake also disappeared. Once the couple returned and exchanged a couple of pastry boxes in return for payment from another passing customer, Twilight took advantage of the window of opportunity to greet them. As busy as they appeared to be, Twilight thought it would be best to keep her greeting brief.

"Hello, Mr. and Mrs. Cake. How have the sales been going?"

"Hello, dear." Mrs. Cake smiled. Her husband responded with a silent and curt nod to Twilight before he rushed to the back of the shop, as if to indicate he heard and acknowledged her, but was too busy with the booming business to respond to her properly. Twilight sent a smile towards the yellow stallion's passing form in understanding, her eyes quickly returning to Mrs. Cake. "We're doing real well, so far. We're almost halfway to our goal and still going strong."

"That's wonderful to hear. It's great to see how much business you're receiving. I haven't seen the bakery this crowded in a long time."

"Oh, yes." Mrs. Cake said with a weak smile, as if showing how worn she already felt, despite the fact that the event was far from over. "I feel we may have come into this a little unprepared, to be honest. Even with Pinkie's help, I'm going to have to make a note that we need to hire more hooves to help around here in the near future, but I'm sure we'll manage for today. The sales are coming along quite well, and we all owe it to Pinkie's new recipe. They are a big hit and certainly selling like hot cakes. They're definitely helping us reach our goal a lot faster than we first anticipated, and at the rate we're going and with you here, our sales will surely escalate. We may get more for the bakery than just an additional oven, yet."

"Oh. Well, I'm glad I could be of some help, then." Twilight said, though she spoke modestly. She understood that what Mrs. Cake said wasn't said out of selfishness. The recommendation of or presence of royalty in any business location would attract the attention of many which was always good. Although she understood the intention behind her words, it still felt awkward for her to be in the position of being the center of attention like she was.

When she passed the front counter and headed through the swinging doors with Rainbow Dash and Spike, Twilight found that Applejack, Fluttershy, and Rarity were already sitting around the round table in the kitchen space of the Cakes' bakery and home. Although the background sounds of customers could still be heard and only the swinging doors acted as a barrier to assure privacy, it was at least a little quieter and peaceful compared to the front, where it was swarming with customers. Now this was what she came here for, to be with her best friends.

"Hey, girls." Twilight happily greeted the trio around the table.

"Hey, Twilight." All three turned and greeted simultaneously in return.

"We were just wondering where you were." Applejack said.

"I found these two outside Sugarcube Corner, at the end of the bake sale line." Rainbow Dash said, as if it was the most ridiculous thing she had ever seen, causing Twilight to turn towards her and give her another look even as Spike nodded fervently.

"Well, I didn't want to give anybody the wrong impression like I was cutting in front of them, unlike a certain pony I know." Twilight countered, clearly aimed at Rainbow. This did not seem to get a reaction out of Rainbow Dash.

"I don't see a problem with what Twilight did. I would have done the same, first." Said Fluttershy, smiling softly.

"Thank you, Fluttershy." Said Twilight returning the smile. She was glad some pony appreciated her attempt at manners.

"Yeah, but you have no reason to worry about that anymore." Rainbow Dash said with utmost certainty. "That's one of the perks of being royalty, you have those kinds of advantages now."

"Rainbow Dash is correct." Rarity said, after politely sipping on her levitated cup of tea. "You are a princess now, and it's high time you enjoyed the life of luxury and the recognition you rightfully deserve from your subjects."

"Now, now. There ain't nothing wrong with keeping a little integrity." Applejack motioned, the farmpony taking Twilight's side in the argument as she turned to her. "She just don't want to be seen as some pony that isn't approachable thanks to your new status, right? Like Princess Celestia."

"Yes, there is that. Don't get me wrong, I have no problems with being a princess unlike how I felt before, but I've been a student and an ordinary citizen of Equestria far longer than I have been of royalty. After we saved the Tree of Harmony, I know I said I understood the responsibilities and that I could pull through with all of you there, but that doesn't mean I've already become completely used to it. Even the smallest things seem like such a big change, for me." Twilight looked down, as if something else was also concerning her and coming to a head. "I mean, am I supposed to be used to all of this by now?"

Sitting next to her, Applejack rested her hoof against Twilight's shoulder.

"Sugarcube, you take all the time you need to adjust to all this. The time it takes to get used to any change is different for every pony, let alone when it comes to something as important as becoming a princess. Not every pony has that rare opportunity." Applejack advised in her usual caring and honest tone. "You want everyone in Ponyville to see you as an equal like before, which is a good thing. It means you ain't anything like the fancy or pompous pony folk in Canterlot. Even with all these changes you're still willing to look at everyone as equal, just like Princess Celestia does. It's nothing you should feel all that concerned about. Why, I bet if you asked her, she'd tell you it took her time to adjust to the lifestyle, too."

"You're right, as always." Twilight nodded to Applejack as she gently put a hoof on Spike's head, half-chastising and half-embracing. She smiled, but it came across more timid than teasing, doing little to mask her nerves. "I guess all this still has me a little nervous."

"Sorry, Twilight. I didn't mean to put you on the spot like that." Rainbow Dash said while averting her gaze for a moment, followed by an apologetic look from Rarity.

"Neither did I, dear. I suppose I was getting a little ahead of myself, for a minute there." Rarity added.

"It's fine." Twilight smiled to them both, only for it to slowly fade after a moment. "I know I'm going to be in training for my official royal duties for a while, and it's not like it will happen overnight, but I still can't help but wonder what will happen when the time does come. Will I have my own castle? Will I have my own piece of land in Equestria to govern? How far away will I be from all of you?" She said the last with hesitance and a hint of sadness. Applejack moved her hoof away, in order to get Twilight's attention.

"Come on, Twilight. Remember how I said the Summer Sun Celebration may have brought us together, but it's something much bigger that'll always keep us connected?" Applejack asked. "I said it was the Elements of Harmony that kept us together and that no amount of royal duties would ever change that, but I was wrong. You set us all straight by saying it was our friendship that kept us together, and how our friendship itself is more powerful than any kind of magic. You said it yourself, our friendship may be tested with your new lifestyle, but it will never be broken."

"Yeah. Whatever happens it doesn't matter how far from us you are. Wherever you are, wherever you go we'll all be there. You could be across the ocean, for all I care. We'll still find a way to see you and keep us all connected as friends." Rainbow Dash said.

"Of course we will. Besides, I still plan to make sure you have the most beautiful and gorgeous line of outfits, befitting a princess. You don't think I will let myself miss out on such an opportunity, do you?" Rarity smiled, following it with a wink.

Applejack smiled. "You told us yourself, when you had the chance to ask the Princess. None of this will be happening for quite some time yet, anyway." Applejack smiled. "After your brother and Princess Cadance were married and took over the Crystal Empire, you were worried you'd see them less, but every once in a while we still take a train ride to the Empire. It'll all be fine, you'll see. All it takes is time management stuff, and you've always been good at that."

"Our friendship is um... too important and strong for any distance to keep us apart." Fluttershy added, as for Rainbow Dash to fly to the shy pegasi's side.

"Exactly!" Rainbow Dash said exuberantly, patting her on the back. This made Fluttershy flinch slightly; she was a delicate pegasus and liked pats a little softer than Rainbow gave.

All the supportive words everyone said made Twilight smile. They were right; their friendship was far too special to be ended only by mere distance. How many times had she been concerned about that now?

"Thanks, guys. I feel so much better. I don't know why I'm always so concerned about that." As she came to this resolution Twilight paused.. For some reason, something felt out of place. Something was missing from this picture, and it was then she first noticed what that missing piece was. "Where's Pinkie Pie?"

" I'm rii-iiight hee-eeere! " A familiar and happy voice practically sang, garnering a collective smile from the group of six as they turned towards the source in unison. Stepping out from beyond the kitchen was none other than Pinkie Pie, who came out on cue with a tray perfectly balanced on her head and acting as though it were perfectly normal. As she drew in closer, they saw that resting on the tray atop her head were seven different small icing bags, which she simply set on the oven counter in the kitchenette by letting the tray slide off the top of her head. Putting a pair of oven mitts on her hooves she opened the oven and took out a single, larger baking tray. "You all showed up right on time! I just finished baking something for you guys, it's a new recipe."

"Mrs. Cake mentioned your latest creation had become a huge hit with the customers. What is it?" Twilight inquired.

"I call them Fizzle Puffs." Pinkie proudly proclaimed.

"What's a Fizzle Puff?" Rainbow Dash blinked.

" You'll see ~ " Pinkie said with both anticipation and excitement in her voice.

From what could be seen before Pinkie blocked their vision of the counter, resting on the tray were two cooked rows; one of four and one of three. Each of them looked like they had been wrapped and cooked around what looked like tubes. From what could be glimpsed, each crisp and rolled pastry surface was a different color. As she moved to one of the seven and removed the tube the baked pastry wrapped itself around, Pinkie handled one of the small icing tubes and pushed a nice, sweet filling inside its opened center, this acting as both the finishing and complimenting touch to the whole treat.

"Here, let me show you an example." Pinkie said, and quickly turned back with a small plate for the other six to see. Resting on the center of the plate was a vibrantly colored and rolled treat. The cooked dough wrapping was a light pink, sprinkled with a light trace of powdered sugar, and its filling was a darker shade of pink.

"This is a Fizzle Puff! I've come up with over twenty different flavors of filling so far, but the ones I am making right now are only specialized and made only for our taste buds. Well unless you don't mind sharing your flavors and making them available for other customers to have. Anyway, this one is mine." Pinkie Pie said, as she smiled.

"It looks like a cannoli." Twilight blinked. Apart from its bright colors, it was pretty much an exact replica of a cannoli. Well, the filling with this counterpart was more of an icing than a creamy ricotta, but even that was hard for her to say, with complete certainty without tasting it for herself.

"Well, that's because I was first inspired when I was helping the Cakes with a batch of cannoli the other day." Pinkie giggled as if that were obvious. "The Fizzle Puffs might look the same, but they're very different, you'll see! It's a complete and total reinvention of dessert itself, and that's a Pinkie Promise!"

Despite the fact that the design and presentation was more or less a carbon copy of a cannoli, it still sounded like it was delicious. Before anyone else could make a comment, Pinkie faced the counter once more, setting her treat to the side. She was no doubt in the process of making everyone else's Fizzle Puffs.

"Anyway, it should only take me a few more moments to get all of yours ready." Pinkie said, going through the same steps that she had with hers, but using a different icing tube for each one. As promised, Pinkie turned back a few moments later and was now holding a tray of six small plates and on each plate rested a single confectionary treat. She set one down per friend, it was upon further inspection that while they were each the same as far as presentation went, the difference between them in appearance was very much apparent and only served to intrigue the ponies more. For instance, the color of Applejack's dough was orange like her coat, with a reddish brown filling.

"This one is yours, Applejack. Seeing as you work with apples for a living, that is the base flavor of your filling. Oh my gosh, I rhymed! Hee hee!" She said, before she moved on by looking at the plate by Fluttershy, next. Her wrapping was a light yellow with a pink filling that had a slight orange tint to it.

"This is yours, Fluttershy. For as sweet as you are, while the base flavor of your filling is peach, I made it extra sweet." The next one to follow was Rarity's, as the wrap of hers was pure white with a dark purple filling.

"Rarity, your filling is white chocolate, but seeing as the dough itself was already white, I thought to add color to the filling and made it purple, instead."

"Ohh." Twilight suddenly realized. "I think I understand what you mean when you said specialized. Their colors are representitive of us, aren't they?"

"Well yeah, silly, but that's not the only thing. Just wait a teensy bit longer. I want us to all take the first bite, together. I promise, it's going to be worth it." Pinkie said, before she eagerly motioned towards Twilight's own plate. The pastry was a light purple, while the filling was a darker purple. "It took me some thinking for yours, but I think I finally found something' found something to represent you. The theme in filling I chose for yours was elderberries."

"Oh wow, elderberries? It's been so long since I last had anything with elderberries." Twilight's eyes brightened. "I always used to have elderberry jam as a filly."

"I know." Pinkie Pie smiled in a way that made Twilight realize she wasn't sure if she had ever told Pinkie about that. Well, she must have, or else Pinkie would have never known. Right?

"As for yours, Spike." Pinkie motioned to his plate. His was a similar shade as Twilight's but lighter, with a green filling. "Your filling is literally mint chocolate chip, since I know how much you love ice cream, but with one last thing to add." She said, before pulling out a diamond-shaped sapphire and sticking it into the filling like it was the accent equivalent to a tiny umbrella in a drink.

Spike looked at his treat with mesmerized eyes. He looked as though he wanted to eat it right then and there, which was most interesting, considering he wanted nothing to do with eating a few hours ago.

"Hey! What about mine?" Rainbow Dash pouted, lightly.

"I wouldn't forget about you, Dashie." Pinkie smiled. Rainbow's had still been on the tray she held, which she took and slid to Rainbow Dash across the table, for her to catch. The pastry itself was light blue like her coat, with her filling being like that of a rainbow, matching her mane and tail. The others looked at the neatly deposited filling of all colors of the rainbow with amazement. Not one color covered over the other.

"It looks like Zap Apple Jam." Rainbow pointed out.

"It's not Zap Apple Jam. The rainbow coloring is just the visual presentation, but I can't tell you what the flavor actually is. It's a surprise, until you taste it." Pinkie said, happily cryptic. Although upon hearing that, Rainbow felt herself steadily growing uneasy.

"Why do I get the feeling I'm going to regret this?" She asked, making Pinkie giggle.

"Don't worry. These are all great surprises." She said, before she quickly joined the others around the table, setting her plate down with the others. "Is every pony ready?"

All six were indeed ready to have their delectable treats, but they each also felt hesitant. While most of Pinkie's surprises were in fact good, it was the fact they had no idea what to expect that made each of them feel all that more uneasy. Spike was the only one who didn't seem to care, and who looked as entranced as ever at his dessert. But once they were all as ready as they could be, they each took a single bite out of their Fizzle Puff together.

Several moments of silence passed between them as they all chewed, and the tastes slowly began to register. As soon as their taste buds detected sugar, one by one, each of their eyes widened, their pupils dilating. The sensation was almost impossible to explain and comprehend. At least when it came for Twilight, her Fizzle Puff gave her quite the surprise, and it wasn't as if it was because it was too sweet to eat. She suddenly felt a brain rush, but it was strangely in a good way, almost as if in the briefest of moments she remembered everything she did so far that day in a split second. Just like that, the rush slowed down, but not before she felt a whoosh of a sensation throughout her whole body, it came more so from her mouth. She tasted the elderberries combined with ingredients that made it a little sweeter than the jam she had in the past. The taste was sweet and overall quite comforting.

Once they each had broken out of their brief trances, Twilight was the first to notice that her mane had shot upward. While it wasn't to the greatest of extremes, it was enough to be worse than how her mane had been when she had first woken up that morning. She noticed the other's manes had done the same thing. Applejack was the only exception, as her mane and tail were tied at the ends, aside from Rarity's which was fancily done up in the first place. Still, their manes looked just as wild, if not more so. Even Pinkie's somehow looked more wildly untamed than normal. It was as if the rush of the treat had knocked them off their hooves, quite literally.

"W-wow. If anybody was tired, you sure aren't now." Applejack broke the silence.

"That definitely cleared my sinuses up." Rainbow Dash added, still awed from the taste her taste buds had just gone through.

"Pinkie Pie, this is absolutely amazing!" Twilight said, also impressed, much to the smiling Pinkie's delight. "I can certainly see how this is such a big hit with everyone, so far."

"It certainly does have a hit to it, that's for sure." Applejack mused aloud.

"It's very delicious. Mine is very sweet and it um... gives a smooth taste of peach in my mouth." Said Fluttershy as she smiled, while Rarity took another bite and chewed it with her usual manners. Far different from Spike who was gorging himself on his treat, looking as ecstatic as the mares felt.

"Oh my. This is absolutely delicious. The white chocolate is rich, but not overbearing. It's like I'm eating a chocolate truffle, but I detect another flavor. It's only very slight." Rarity said.

"There is the teeniest hint of champagne in yours, Rarity." Pinkie smiled. "Since you enjoy the life of the fancy, I gave yours something of a fancy theme. Plus, the champagne I used came from the grapes of Neighpa Valley."

"Neighpa Valley? Why, that's where the best wines and champagnes are made. I've always wanted to try some. How did you know?"

"Oh, I have my ways." Pinkie said, and left it at that with an innocent smile. Nobody could doubt Pinkie. She had that strange, unpredictable nature to her, after all.

"Mm.." Applejack exclaimed, as she chewed on one bite after another. She could taste the flavoring of fresh apples, mixed with traces of toffee. "Why, if I didn't know any better, I'd say this here tastes just like a candy apple."

"Apples that came straight from your orchards."

"Well, I could have told you that." Applejack chuckled. "Who has tastier apples than Sweet Apple Acres?"

Rainbow Dash on the other hand was standing away from the table everyone was sitting around, and suddenly looked quite invigorated, her hooves lightly moving in a jogging motion, as she finished hers up.

"Aw yeah! Sweet apple cider, I like it! No wonder you wanted me to wait and find out."

"I'm sorry. Would you have preferred Zap Apple Jam?" Pinkie asked.

"Are you kidding? This is amazing! I feel so energized, like I could fly five hundred laps, and not even break a sweat!"

"Well, you should. Along with its appearance, I thought it best suited you if I packed yours with extra energy. Don't worry; it's all natural, like an energy drink."

"Awesome! I'm definitely going to try it soon." Rainbow said although she looked like she might have wanted to try right now, instead.

"What about yours, Pinkie Pie?" Fluttershy asked. "You never told us what yours was."

"Tutti Frutti! It's one of my favorite flavors, but then again, what isn't my favorite flavor? Look!" She stuck her tongue out, showing her the pink filling across it, and to the surprise of everyone, it was giving off quiet popping sounds. Of course, despite how marvelous it was Fluttershy inched away from the gesture. "It pops and fizzes!" Pinkie said but slightly garbled, her tongue still being stuck out for the world to see.

"I get it. It's like a party in your mouth." Twilight chuckled. "I can't say this enough, but these really are amazing, Pinkie. How did you do it?"

"Do what?" Pinkie blinked.

"All of this. I know making desserts comes naturally for you, but the sensation that came when taking the first bite; it was so surprising and that's an understatement. Was I the only one who felt like I got my hooves knocked out from under me?" Twilight asked the others.

"I felt the same sensation, too." Applejack nodded. "It was like a wakeup call in my mouth. But then it calmed down, and I felt like I was back in the orchards, with how sweet and strong the apple taste was."

"I felt like I was dining amongst the Canterlot Elite, with how rich it tasted. I bet they would enjoy this particular recipe." Rarity said.

"Oh, yes." Fluttershy agreed. "I felt the same too, but the soft texture and taste felt ever so soothing." When she turned to her side, she found Rainbow was nowhere in sight. "Where did Rainbow Dash go?"

"Right here! I'm still here!" Rainbow said, zipping back in a rainbow flash, a strong breeze following her as she returned and landed back in her spot. It appeared as though Rainbow hadn't been patient enough to wait and had to test out her new stamina at least once. Rainbow's was self-explanatory. She had a boost in energy.

"So, how did you do it?" Twilight repeated. "What's the secret? You didn't put anything we should be worrying about in these, did you?" Twilight asked, having a momentary lapse in trust. It wasn't that she didn't trust her, but Equestria was a magical world. Pinkie could be an unpredictable pony when she wanted to be, and concoctions such as potions certainly existed in their world. It was a force of habit to ask, with all events that had happened in Ponyville in the past. Had she gotten any help from Zecora?

"Of course not, but to be honest, I have no idea what caused that effect."

"What do you mean, you don't know?" Twilight blinked.

She shrugged "I've been thinking about that, myself. Was it the type of sugar I used? The flour? Either way, I first noticed it when I made it right the very first time. I didn't mean for it to happen, but it seemed so much fun, so I just stuck with what I did."

"But, you know the recipe; otherwise you wouldn't have known how to make these." Twilight said, only for Pinkie to shrug.

"Well yeah, silly filly. It Just worked out that way, I guess." She giggled.

"Leave it to you, Pinkie Pie." Applejack mused. "Though, maybe you should consider calling these Fizzy Bombs instead of Puffs." She suggested.

"Oh my gosh! That's a good name, but everyone knows them as puffs now. What am I going to do? I guess I could make a recall on all the purchases..." As she began to ramble, Applejack chuckled, and Fluttershy, Rarity, and Rainbow Dash started to giggle as well.

Twilight joined what was soon a chorus of laughter. It was hard not to: the merriment between them all was contagious. Sharing in laughter with her friends gave her more comfort than they would ever know. It was warm and filled with such mirth; an embracing happiness that assured her that everything would be alright. There was nothing changed between her or their perception of her. Their friendship remained intact, as it was before. In fact, one could say their friendship was stronger than ever, despite no longer having the Elements of Harmony. The only thing that had changed was that she was a princess.

Of course, having the most refined tastes Rarity noticed how quiet Fluttershy seemed. Well, she was always quiet, but this somehow felt quieter than usual, for her. In fact, despite the atmosphere, her laughter at times nearly seemed forced, but it was only noticeable as their laughter lightened. It was only all the more obvious when her head dipped down a little.

"Are you alright, Fluttershy? You look as though something is wrong." Rarity asked with some concern, gaining the attention of the others, who all looked in Fluttershy's direction. Voicing concern for her, this broke Fluttershy from her distant gaze and sudden fascination with the floor, as she raised her head back to its normal position.

"W-wrong?" Fluttershy blinked. "Oh, no. There's nothing wrong, I'm fine."

"Then why are you looking so down in the dumps, all of a sudden?" Rainbow Dash asked.

"I was um... just thinking about something I did earlier. N-not that it's anything bad... of course." She stumbled with her words. Not to mention she sounded as though she were on the edge of her seat, too. There was definitely something wrong, and even Pinkie Pie could see that.

"Fluttershy, what's wrong? You can tell us." Twilight said, while moving over to where her friend sat.

Fluttershy quietly looked down at her half-eaten treat, as if she were silently weighing the pros and cons of telling the others. Although she would always tell her friends absolutely anything, what she had done this time was far too awful for her to usually admit to but all it took was the pressure of her friends' gazes to make her crack.

"Oh, Twilight! I did something awful!" She finally admitted, as if a disaster had befallen her.

"What is it?" She asked, placing her hoof on Fluttershy's shoulder. But it quickly slipped off as Fluttershy turned away from her, her mane covering a part of her face.

"I... no. I can't say. You all would think I'm such a terrible pony, for it." She said, both concerned and nervous.

"No we won't." Twilight insisted. "We're your friends and here for you, no matter what you think you did." Rainbow on the other hand appeared quite intrigued by this latest development. Fluttershy did something she considered that horrible? She wanted in on this potentially juicy information.

"Alright." The kind-hearted pegasus answered, eventually giving in to her fate completely. She first took a deep breath, before saying anything. "I... I lied!" She cried out, the anticipation quickly becoming anticlimactic, as Rainbow Dash drooped, but it had been her fault for getting amped up and expecting any more from a pony like Fluttershy.

"That's it?" Rainbow Dash said, with disappointment. "Who doesn't stretch the truth now and then?"

"To who?" Twilight asked, ignoring Rainbow's words.

"I lied to Discord!" Fluttershy exclaimed, as if it had been the worst crime she had ever committed. "I told him I was going out on an errand, but I'm not. I'm sitting here with all of you, having the time of my life with my friends."

"Well, you could technically call this an errand with your friends." Rarity said, while Twilight was processing everything she was hearing. Fluttershy shook her head.

"Even when you put it that way, what I did was still wrong. All I'm doing is sitting back and enjoying a sweet treat with all of you, while knowing Discord loves sweets. I'm sure he would have loved this, and yet I never invited him to join us!" She said, her words filled with despair. Pinkie blinked, as though her words served to remind her something.

"Oh yeah, I almost forgot." Pinkie said, while quickly dashing back into the bakery. She returned with a small box. "I wasn't sure if I should, but I made Discord a Fizzle Puff, anyway. Consider it a thank you to him for this particular flavor combination serving as inspiration, as I intend to use this as one of the flavor options for customers. It's chocolate pastry with a sweet and gooey cotton candy center, with hints of chocolate combined into the flavor."

"Discord loves cotton candy... He would have loved to be here, if only I invited him. I'm the most inconsiderate pony ever!" Fluttershy cried, before planting her face against the surface of the table. Rarity moved closer to her side, patting her.

"Sweetie, you are the kindest pony I have ever had the pleasure of knowing. You mustn't ever doubt that. Besides, you shouldn't feel so bad about that. Even with Discord claiming to be reformed, I don't think any of us are entirely convinced he's changed that much."

"Yeah, and with the Elements of Harmony no longer under our control, who knows what he may try. I don't know what we'd do if you weren't there to keep him under ropes." Applejack said, though these words triggered Twilight to ask the obvious question.

"Wait. Where is Discord?"

"I left him back home, all alone and oblivious to what I'm really doing. W-what if he finds out what I'm doing?" She asked, her tone having by now fallen completely into panic mode. "I can't just not tell him, but if I do tell him, what if it makes him feel sad or worse? What if he gets so upset with me leaving him out like that, that he forgets all about the point of controlling his chaos and no longer feels like he's my friend and forgets all about our friendship? I can't let that happen! I don't want him to return to his old ways and become evil again! He'll return to his completely chaotic ways, and it'll be all my fault!"

"Calm down, Fluttershy!" Twilight said, as if to snap her out of it, before she could have a complete meltdown. "So what if you left him back at the cottage? Although... not to worry you more than you already are, but did you make sure it was safe to leave him alone?"

"Yes. I want to continue and give him the benefit of the doubt, as far as my trust in him is. A little over a week ago, I suggested that if he ever wanted to have his own place to live he could. He's close to my cottage, so I thought this way; he has his own personal space to use his magic on."

"Good thinking." Twilight nodded. "If he has a place of his own to manipulate to his liking, that should keep him entertained at least long enough for it to be safe to leave him by himself, at least for a while."

"But it's still not good that I left him out! That isn't what the Princess would have wanted me to do, when she entrusted me to help reform Discord. I'm supposed to be his friend, and a friend would have never left another out like that."

"Maybe, but I think you made the right choice, in this case." Twilight said.

"W-what?" Fluttershy said, surprised yet confused. "How is it that what I did was the right thing?"

"Listen, I know it seems wrong, but I think these measures were needed to be taken for now, in this situation. What do you think would have happened if he had joined us at Sugarcube Corner? He might have gotten out of hoof, or at least been tempted. You have to admit it would be hard for him to refuse that kind of opportunity. Besides, the citizens in Ponyville haven't really been fully acclimated to him, yet. This isn't something we can just bring out of the blue and expect to work out, or for others not to potentially get scared or panicked. Discord has quite a reputation what with taking over Equestria after all, so I think you more or less did the right thing."

"Really?" Fluttershy said, still reserving uncertainly about whether what Twilight said really gave her that excuse. Then again, everyone had their own opinions.

"Absolutely. Besides, just as Rarity said, I don't think he's quite that reformed, yet. He may not want to lose the friendship he has with you, but that's his only motivation right now. It's doing wonders as he's still behaving, but I doubt he's going to completely get over acting like he has for more than a thousand years, anytime soon. Old habits are hard to break, so we have to make sure to keep an eye on him. With the elements no longer at our disposal to keep him in check, like Applejack said, we only have you left to depend on to keep him under control."

"How can you all say that behind his back? He has changed and is trying very hard." Fluttershy said.

"Um, hello? Discord's the spirit of chaos and disharmony. Besides, he hasn't changed enough, if you ask me." Rainbow Dash said. "I still don't feel like we can fully trust him."

"It's not that I'm taking back what I said about you being the one who changed him for the better and convinced him to use his magic for good, but judging from his track record with Princess Celestia, he's been making ponies suffer from his chaos far longer than trying to be good. Unfortunately, inflicting chaos is what comes naturally for him, so while he may seem a little reformed, what if there's that chance he reverts back to his previous ways again?" Twilight said, trying not to come off as being overly judgmental. She was just being realistic based on the facts she did have.

"He still wouldn't do that. He cherishes my friendship too much." Fluttershy said with the utmost confidence in her tone.

"Can you say that with complete certainty, though? You don't even have the slightest bit of doubt? Not even a little?" Twilight asked, putting Fluttershy in a difficult and awkward position. She had faith that Discord knew right from wrong, but as always, Twilight also had made a good point. She slowly returned to dipping her head back down, quietly.

"Well, maybe a little... but not too much." Fluttershy said gently, as if not really willing to admit that.

"We don't mean to put you on the spot like this, but we can never be too careful. I know you know as much as I do, and Discord hasn't been free for even two months, let alone a year. It's too soon to let our guard down. Until he gives us no more reason to doubt him, we have to be there whenever he does act out with his magic."

"I-I suppose you're right, but it still makes me feel a little bad, or like I'm going behind his back as a friend for agreeing."

"You have nothing to feel bad about." Applejack said. "It's just as Twilight said, you did the right thing. We haven't had enough time and evidence to afford letting our guards down. Besides, it's not like he doesn't get to have what we're having. Pinkie made one for him too, so he's not really being left out." She said, carefully patting the box Pinkie brought in for Fluttershy to take. Slowly but surely Fluttershy began to calm, her concerns though not completely diminished, progressively fading.

"You're right. I'll just bring this home with me and tell him everything. I'm sure once I explain how I wasn't sure if he was ready for this yet and how bad I felt for it and how sorry I am, surely he'll understand?"

"Maybe..." Rainbow Dash said, still not entirely convinced in the least. Though, as she said this, Spike began to lurch back, while holding his stomach. Moments later, he belched out green flames, as a neatly rolled piece of parchment magically appeared and floated towards Twilight, who caught and levitated it with her magic.

"A letter from the Princess?" Twilight said, before she unrolled the wrapped parchment with her magic. She started to read it aloud:

My Dearest Twilight,

There is a situation in Canterlot that I require your assistance with. Please meet me in Canterlot Castle, at once.

Princess Celestia

"That sounds mighty urgent. Wonder what's going on at the castle that has the Princess wanting you there lickety split?" Applejack said.

"I don't know. I just hope it's not another King Sombra scenario." Twilight said, finding most urgent letters from her mentor led to something more than just a simple meeting. Most times they involved things from a disaster set from a villain to the crown.

"Maybe she requires you to appear for a test as royalty, or it has something to do with more of your princess training? You told us she only sent you some books to read through and study so far, and not much else. She only told you to come meet her after all, and none of us, so that might just be it." Rarity said.

Rarity had a point, though there had also been times when Celestia requested her as an audience and never wrote about bringing the others along, but in the end requested the others to join and help her. Though, she also realized most of those times required them all to work as a group, because that had been back when they had the Elements of Harmony.

This sounded serious, but then again, maybe this was only a matter of business she was in need of attending? She was a princess now. Unfortunately, her instincts were telling her something entirely different. She knew this had a sense of urgency for some reason. As for why, she couldn't fully be certain, but all she knew was her mentor needed her, and that alone was enough of a reason for her.

It was only after gathering these rushing thoughts that she remembered she was still having a relaxing afternoon with her friends. Despite the fact that her mind was all abuzz in activity and in its usual rush when it came to receiving a message from Princess Celestia, she turned back to her friends, as if seeking their thoughts or advice in the situation. The five had been silent throughout the time she read the letter and voiced some theories, but when Twilight returned her attention to them, they all smiled.

"It's alright, Twilight. You don't have to worry about us." Applejack reassured her.

"Yeah. Duty calls." Rainbow Dash added with a hint of muse, considering the fact she was good friends with a princess.

"But... you have always been there for me. You were there with me during my first Summer Sun Celebration as a princess. To not have you all there with me..." Twilight said, trying but failing to hide her tone of discomfort.

"I wouldn't worry too much; you're only going to Canterlot Castle. And anyhow, if you do need our help, you can always send us a letter, and we'll be there faster than hay in a tornado. But if this happens to be something that only requires you to act like a princess, we don't want to be there to distract you. I think it would be better if we did it this way. That way, if it's royal business, you can tell us all about it when you get back." Applejack said, smiling.

Twilight always had to admit, if there was some pony who could be just as reasonable as her, it was Applejack. Even so, the concept of going to meet with Princess Celestia without her friends being as near as the Canterlot train station was alien to her. Already, just because she was a princess, her friends were graciously insisting on letting her go about her own business, and perhaps to her own world and society. She still felt uncertainty at leaving without her friends, but it was hard to argue when Applejack had already addressed all possible points of view to help comfort her in this potentially dire situation.

"What about you, Pinkie?" Twilight turned to her most optimistic friend, as if needing her word in this, too. After all, they planned the meeting at Sugarcube Corner for the purpose of hanging out and trying her newest dessert creation. Pinkie Pie of course just smiled. It was hard for her to ever see anything in a negative light.

"Oh, Twilight. It's not like we'll hold it against you and disappear from the face of the Earth, just because the princess needs only you. I mean, where would we even go?" Pinkie blinked once, before the party pony was distracted and focused in her own deep thoughts. "Would we be able to disappear? Rarity is a unicorn, but can her magic teleport all of us at once? I wonder what disappearing actually feels like. I hope it doesn't hurt..."

Nonetheless, even as she lost Pinkie Pie to her own inner monologue, she still felt a little uncomfortable about this. Make no mistake, she knew when to consider a situation of a higher priority over another, but she also wished she didn't have to leave her friends so soon. Things just always felt weird without them around. Eventually, she complied with a nod and stood up from her seat.

"Alright. I guess I'll be going, then." She said, before finishing the rest of her delicious Fizzle Puff. "But, I want you to come along with me, Spike. I can't go anywhere without my number one assistant." She said, while watching Spike scarf down the rest of his dessert, and withheld the temptation to smile when he appeared to be disappointed it was gone.

"Sure thing, but before we go, do you happen to have any more like these, Pinkie Pie?" Spike asked, clearly referring to having seconds of the pastry. Upon asking her, the energetic pink pony zipped away and was gone for several seconds, before she soon returned with a warm fizzle puff. This time, although it was all the same color scheme and flavor, an emerald stuck out from the filling. She dropped it in a small box and gave it to Spike, who imediately reopened it, his eyes sparkling. "Thanks!" He said, only to be interrupted by being lightly levitated by magic and placed atop Twilight's back.

"Sorry, Spike. Your Fizzle Puff will have to be on the go, with the princess asking for me as soon as possible. I need to be on time, and catch the next train." Spike did not appear to be complaining, as he was already munching on his seconds, while she turned back to her friends, who all were still sitting around the table. "I'll be back as soon as I can." With a wave to them, she turned back and trotted out from the kitchen and out from Sugarcube Corner, deftly avoiding the crowd that was still there for the bake sale.

"Uh, she does remember she has wings, right?" Rainbow Dash blinked, as though she could not fully comprehend how any pony could forget the wings on their own back.

"Once a unicorn, always a unicorn." Rarity said, as if filled with pride. This of course only followed with echoes of laughter, even from the fashionista herself.

Shadows Over Equestria

Chapter 3: Dreams and Confessions

---

By the time Twilight's hurried pace through Ponyville had taken her halfway to the train station, she was helpfully reminded by Spike – once he was done stuffing his face, that he was sure she still had her wings and could instead fly to Canterlot. Had it not been for the urgency of the situation, she would have likely been embarrassed far longer than she allowed herself to be. Once she recovered from her brief flustered lapse, she quickly launched herself into the open sky, and her flight time was half that of what taking the train would have been.

Her aerial flight did not last long before she saw Canterlot rapidly approaching on the horizon. She soon landed right in front of the castle entrance. It was all thanks to Rainbow Dash she hadn't crash landed once since the last time she was in a rush. As she entered and casually took in the familiar grandiose architecture of Canterlot Castle, she was quickly met with the sight of a single royal guard standing next to the inner entrance, waiting patiently for her arrival. He was wearing the traditional golden armor and helmet, and was a bay-colored unicorn stallion with a dark mane and tail that matched the fringe of his helmet.

After exchanging pleasantries, the royal guard made Twilight aware that he had been given direct orders from Princess Celestia to escort her to the front hall, where they would be meeting her but as soon as they arrived at the front hall the royal guard stopped her.

"I beg your pardon, princess, but your dragon friend cannot join you." He said.

"Why can't Spike come with me?"

"The princess has personal affairs that she must discuss with you in private, but she has asked me to escort and accommodate him elsewhere in the meantime." He explained, much to Spike's apparent disappointment. The two were quickly led through the same entryway where Twilight had once met the princess during the Grand Galloping Gala and upon the news of Discord's return. Completing the picture was Princess Celestia herself, whose presence was awe-inspiring as ever.

"Your Highness, Princess Twilight Sparkle has arrived."

"Thank you, Valor, that will be all. You may continue your rotation with your team, once you have accommodated Spike."

"Of course." The guard answered and followed with a small bow in Celestia's direction. When she saw Spike was sitting on Twilight's back, Celestia gave the young dragon an apologetic look as she watched him hop off.

"I'm sorry you can't stay with us, Spike. There are royal matters I must attend to with Twilight, so I hope you'll understand. If you want I can look into having a meal prepared for you in the castle dining room while you wait?" She offered as if making up for all the trouble. She saw the small twinkle that appeared in his eyes and knew she had gotten Spike's approval and forgiveness.

"Alright, sounds good. I'll see you around, Twilight." He said, before following after the guard when he took his leave. As the guard passed Twilight, he turned and demurely gave her a formal nod before leaving the front hall through the right corridor, with the little dragon in tow.

As soon as the two were out of sight Celestia quickly descended the steps and, without even stopping for a simple greeting, led her former student out of the front hall via the left corridor.

"Thank you for coming here as soon as you were able to Twilight. I must apologize for asking you to come under such short notice."

"No apology is necessary, Princess. You can always call whenever you need me, but may I ask what it is you need my assistance with? Is everything okay?"

Voicing her curiosity Twilight saw the warm smile that had graced Celestia's features fade, to be replaced with a serious expression. No answer was forthcoming as the silence lengthened and grew tense, deepening the uncomfortable feeling between them. It was during their silent walk that Twilight knew this wasn't going to be a mere meeting over tea, but she dared not repeat herself and decided to give the princess the chance to speak when she was ready. Well over a minute of silence passed before Celestia finally spoke.

"Before you received my letter, did you feel like anything in your surroundings was misplaced or out of the ordinary?"

"No, not that I'm personally aware of." Twilight answered, feeling as though she may have misspoke because of Celestia's tone. Although she knew she would find out in due time, was it possible she was in fact being tested as Rarity first predicted? Perhaps her perceptions were being tested now that she was a princess? "My friends haven't mentioned anything being out of place."

"Good." The utter relief was evident."I'm sorry for asking such a cryptic question. I needed to be certain of something first and if neither you nor your friends have noticed anything out of place, then I doubt anyone else has realized. It looks like I haven't lost my touch or gotten out of practice after all."

Forgive me if I'm repeating myself but what is this all about? What's going on?" The silence returned, finally a soft sigh.

"I wish I'd called you under better circumstances and everything was alright, but I can't. Unfortunately I'm running out of options and should have called you sooner. I am the only one who knows about this, aside from a few guards. I don't wish to risk more learning and potentially causing a panic, not if there is something I can do. I've done all I could, but nothing is working, which is why I need your assistance."

"Does Princess Luna know about this, maybe she could help? She'd probably be more use than me." She saw that Celestia was no longer walking beside her. She too stopped, before stepping back to the princess's side.

"I wish that were the case but that is also why I have called you. You see, Princess Luna hasn't been awake for almost three days."

---

Back in Ponyville, the other five stuck around Sugarcube Corner for another hour before anyone considered leaving. While the others went their separate ways, Rainbow Dash had some flight maneuvers she wanted to work on and felt that with the energy boost from her Fizzle Puff she could go through many more exercises before feeling any worse for wear. It helped that Soarin', one of the elite fliers known as the Wonderbolts, had actually been at Sugarcube Corner making his own contribution towards the bake sale and saw her while she was on her way out. After catching her for a casual chat, Soarin' had offered to join her workout and even help by providing some pointers. Rarity and Applejack had teased her for it. Ever since she'd saved him from his 'crash landing' at the qualifying round in Rainbow Falls, the stallion had been starting to take more notice of her. Rainbow countered with their gossiping and said it was probably only because he thought she was awesome, but Rarity assured her that she knew chemistry when she saw it. Rainbow cut her off by leaving the bakery in a flash. Romance was definitely not something the athletic pegasus wanted on her mind.

Fluttershy returned to her cottage, where she would usually have been relaxing with her animal friends, waiting for their dinnertime, when she would feed them. As the animals of her cottage approached her with a mix of greetings and desire for food, they were met with a distracted owner. All they could do was watch silently watch as Fluttershy nervously paced the cottage with Angel sitting on her back looking close to stopping Fluttershy's pacing personally. This went on for over five minutes.

"I... I can do this. I know I can. I need to see Discord now. If I don't face him with the truth now... I'm only going to feel worse and regret it later... oh but I just can't bring myself to leave."

Angel tapped her shoulder firmly enough to get her attention, and motioned to the pastry box that was currently resting on an end table nearby as a friendly reminder. He also pointed to the clock that read ten minutes until five.

"I know... I need to go and do this now and I know it's also almost that time to get everyone's dinner together." Fluttershy said, conflicted, as her words made the animals chatter lightly. Perched on a part of the foundation that supported the roof a blue jay glided over and flapped to her side. It chirped rhythmically as if it were speaking to her.

"Yes, I did talk to my friends about it and they did reassure me. It's not like I don't want to tell Discord the truth... I'm just worried that if I do I'll end up hurting his feelings... and I don't want that." She sighed. "What if I become the one responsible for hurting him so much... that he returns to his old ways?" She gasped, her eyes quickly widening in fear by the end of it all. The blue jay chirped once more to distract her from having another panic attack. She looked at the bird before she turned to meet Angel's gaze, and then sighed in defeat.

"I'm sorry, you're both right... I just don't want to hurt him being his first friend, but I owe it to him to be truthful too." She stated adamantly, before lowering her head, worried. "It doesn't mean I'm looking forward to doing that though. I just hope he can forgive me for it..."

After promising that she'd be right back to feed them as soon as she finished talking with Discord, she hesitantly left her cottage. To get to Discord's home she needed to take the path a short distance to the right. With the pastry box resting atop her back she made her way to the edge of the Everfree Forest, Discord was adjacent and not directly inside the forest.

Fluttershy quickly made it to her destination and stood outside Discord's new home. It was a small place that anyone who did not personally know the draconequus would least expect was a house, let alone one they'd find Fluttershy standing outside of.

It was… an outhouse.

An old looking outhouse made out of withered brown wood, its lines running crooked rather than straight. Judging from its size, it could barely hold a single pony. It certainly was no size for a creature like Discord, but then again, this was the spirit of chaotic magic.

"A-alright. Here goes nothing." Fluttershy said to herself before she brought her hoof up and softly knocked on the door a few times, then stepping back. All she could do was wait. A small part of her was hoping he wasn't home, but as hopeful for that outcome and as nervous as she was, she knew she needed to do this. She had to keep calm and firm.

After a minute of no answer, Fluttershy thought she would be able to get away with it for the day. Just as she turned to leave, the lavatory door flung itself open, causing her to freeze before she forced herself to turn back around.

Poking his horse-like shaped head through the entrance was, without a doubt, Discord. There was no one quite as physically mismatched as he was. His expression appeared to be on the unpleasant side, as though her knocking had been an inconvenience and was disturbing him. The moment he saw it was Fluttershy however, the yellow of his eyes literally lit up like a pair of peculiar light bulbs and his attitude shifted from pure annoyance to utter delight in a second.

"Fluttershy! It's so good to see you again in such good health and spirits. To what do I owe the pleasure of your visit, best neighbor and best friend?" Discord spoke with a widely exaggerated smile that matched his tone of voice, while his snaggletooth served to accentuate it.

Oh dear. It seems like he's in such a good mood. I'd hate to ruin it with what I have to say... but maybe he'll take it easier this way? Fluttershy thought, hope returning to her by the end of her train of thought.

"Oh. I… um I brought you something." Fluttershy said while motioning to her back allowing Discord to see the pastry box resting there. "Also, I need to talk to you about something really importa-"

"For me? Oh Flutter Butter, you shouldn't have!" Discord said ever more ecstatically before following with a single blink, as though he had just only then registered that she was still standing outside. "Where are my manners? Please do come in, I insist. Me casa, su casa." He said, before his head retreated back through the open door.

"Me what-?" Fluttershy began, only to be interrupted, yelping in surprise when Discord's contrasting limbs shot out and stretched like rubber for her, quickly pulling her inside, the door closing itself behind her.

The rush of being pulled in threw her a little off balance, but as her equilibrium returned, she landed on what felt like a soft cushion. Sure enough, as opened her eyes and looked down she did find herself sitting on a checkered sofa that could sit two. In a flash of white Discord reappeared, but politely sitting in his own chair decorated in as wild an appearance as the sofa she was sitting on. Occupying the other half of the sofa was the pastry box, but not for long as Discord levitated it to his side.

Once Fluttershy recovered from this new disorientation, she attempted to take in her new surroundings only for her head to spin out of dizziness once more due to Discord's taste in interior decoration. For a home in the form of an outhouse, the space inside was much larger than one would expect from the outside. The idea of letting Discord have a place of his own to call home, for the sake of venting some of his chaotic energy, seemed more ingenious now than she had first given herself credit for. The only furniture in the room were the pieces they were sitting on, but they looked like they were levitating several feet above the ground! The walls and floor were grayscale in color, as if they were drawn in pencil, and several staircases of winding stairs were present. Nothing about it had an orderly manner, for the stairs crowded against one another, curling and winding around each other. Although the home itself looked like it was just one huge space made of surrealist art, these stairs each looked like they had an exit... or were they entrances? There were stairs that even traveled across the ceiling! This all looked too real to be a mere illusion, as Discord had the power to change reality at will.

Fluttershy quickly looked away from the confusing background before she became too dizzy again. She chose instead to turn her attention on Discord, using him as a focal point. She watched the box open on its own while he peered with a curious gaze into the box.

"Oh? What do we have here?" Discord asked, his fingers twitching as he levitated the vibrantly colored treat out of the box for closer inspection. "This design seems a little strange and not at all like what you usually make."

"It's actually from Pinkie Pie. It's called a Fizzle Puff and one of her newest recipes. It's definitely... really interesting." Fluttershy said, further piquing Discord's interest.

"I'll be the judge of that. So, I take it you saw Pinkie Pie while on your errand?" He asked.

"A-about that..." Fluttershy started, but stopped when she saw Discord's tongue launch from his mouth towards the floating treat and pull it back into his mouth in a motion. Instantly recalling the effects of the Fizzle Puffs she and the others went through a while ago Fluttershy spoke up.

"I-I don't think you should eat that all at once." Her words of warning however came a little too late, as he was already chewing it down, savoring the taste fully. In a matter of seconds his eyes blinked rapidly before his eyes began to water.

"Discord?" Fluttershy asked, only to receive an explosion in response as Discord's head literally burst like a firework. Fluttershy winced from the noise and braced herself for the impending impact, only to feel something scatter across her mane. She hesitated to open her eyes as if she possibly held darker thoughts about what was in her mane, but once she pushed herself to open them she noticed a couple of flakes slip from her mane. They were bright pieces of confetti. When she looked back to Discord, her hoof covered her mouth in surprise. The entirety of Discord's head was missing! A wisp of smoke lingered where his head once connected to his neck. Moments later his head instantly snapped back to its unusual shape, but his face charred black like the aftermath of an explosion; his fringed mane standing on end beyond even its unkempt style, much like everyone else's had after having a bite of their Fizzle Puff. Fluttershy gasped as Discord coughed and a small flame came out of his mouth.

"Goodness! Are you alright?" Fluttershy said with a great deal of concern.

"Oh, it's nothing I can't manage." Discord said while rapidly shaking his head causing the soot that had covered his whole face to disperse in a black cloud. Once he got rid of it, with a snap of his fingers his mane returned in its normal style.

"I must say that was an absolutely ingenious piece of work. Do give my compliments to the chef for the sweetly gooey and perfect combination of cotton candy and chocolate milk. She most certainly deserves some praise for being able to make something that even impresses me. It's a hard feat to accomplish."

She had gullibly thought his reaction had been caused by his treat, but it had just been him messing with her. She had been so worried for him for a moment and showed how that made her feel by frowning.

"Discord, you shouldn't have done that."

"Aw, but I was only messing around with you." Discord smiled. "It's all in good fun."

"Playing a joke is one thing but you had me really worried. What if you had actually been hurt and I thought you were just goofing off?" Fluttershy countered. Discord pouted, receiving a gentle but serious look from Fluttershy. Discord mustered all the effort he could to fight back, but she was never fazed by him and kept staring. Discord eventually sighed in defeat a few seconds later. He could hardly believe it. It hadn't been 'the stare' she tried but failed with last time, and yet there was always something about a serious look that always put a damper on Discord's mood.

"Alright, fine." Discord groaned. "I'll try to be more considerate with how I go about it next time, but honestly none of you ponies know the meaning of a good joke. I thought you of all ponies would have understood ~" He sulked.

"I'm not upset but you really need to be careful when it comes to your humor. One of these days you could really suffer for tricking and fooling someone again, whether you feel it's all in good fun or not. Remember when you lied about your blue flu and you ended up getting sick, for real?" Fluttershy asked as if it served as an example of what she was saying. Both Discord and the chair he sat on disappeared in a flash and was replaced with a therapy couch, as he reappeared and rested his back against it. The chair wasn't the only thing that changed, for Fluttershy was now wearing a white coat and a pair of thick eyeglasses with her mane done in a bun and holding a notepad in her hooves. She was no longer on the sofa, as Discord had changed her sofa into a chair that levitated to his side as he sprawled across his couch. Fluttershy felt the chair she was now sitting in levitate to his side.

"So what are you suggesting I do, doctor? That I stop all my tomfoolery and always be some serious stick in the mud and give up who I am? I'm Discord, the spirit of chaos and disharmony. You can't change who I am." He said, folding his arms while his expression looked like something a young child would give during a tantrum.

"That isn't what I meant at all, and you know that." Fluttershy said, while removing the outfit and undoing her hair. As soon as the pieces of clothing were removed, they disappeared in a flash, courtesy of Discord. It still bothered her how he still called himself that. Chaos, sure, as that's what he was as far as his magic and embodiment, but disharmony? It was almost like he still considered himself a bad guy, even though she had helped in reforming him and had become his friend. Was he not as reformed as she thought?

Stop it, Fluttershy. He might not be completely changed in his ways, but you can't ever completely change the way someone naturally is. He's certainly better and at least somewhat reformed, and he is more willing to do good with his magic than bad. She shook the thought away and continued.

"I'm not trying to change who you really are, but I'm just saying you should be more mindful with how you go about it. You remember when you were first released and how our goal was to reform you, it was so you could become our ally by using your magic for good. We were never going to take away your magic or force you to do anything against your will."

"Hmph. I know Twilight was going to try and force me with a reformation spell, that little teacher's pet..." Discord mumbled. Good thing he had eaten all reforming spells out of her books. That had been some fast thinking he was personally quite proud of.

"She just didn't think there were any other options left in that situation, and that you couldn't be reasoned with like I believed. That's all."

"I don't really care to speak much more about Princess Bookworm, right now. I am rather more interested in the current events of my best pal and teacher of friendship. How are you?" Discord smiled and sat up.

"Huh?" Fluttershy said, only to disappear in a flash of white and reappear seconds later. She noticed she was now the one laid back on the couch. Discord reappeared in the chair Fluttershy was just sitting on, now posing as the one wearing some kind of therapist's clothing, only looking much more crazy and over the top than she had. He wore a plaid sleeveless jumper over a buttoned top with a matching plaid bowtie. The round glasses he wore had thick lenses that had a swirly pattern across them. He looked more crazy than helpful in appearance.

"Why don't you tell me all about your childhood?" Discord began, conjuring a notepad of his own that he now held in his talon, a pen held in his paw. Fluttershy turned, as confused as ever.

"W-what?"

"Okay, we can talk about your childhood later. How about a stallion? Is there a special somepony in your life right now; is there one you're holding back a relentless and undying passion for? How goes the relationship? Would you say it's going well?"

"W-what!?" Fluttershy stuttered, her face going pink. "I-I don't have a special somepony, right now!"

"Sure you do. Look at how pink you are!" He grinned. "Now spill the dirt, young lady. Who is this lucky stallion… or mare?"

"I-I don't have one, honest!" She said.

"Very well, then let us do what friends do!" He grinned and tossed the notepad over his shoulder, only for it to explode. "That was some explosive information." He chuckled, but with Fluttershy blinking cluelessly in response, Discord's smile dropped when she didn't get his joke. He responded by moving in closer to her.

"Tell me, what is the biggest secret of secrets that you have?"

"S-secret? And what do you mean by biggest secret?" Fluttershy asked.

"You know, like what's your darkest secret. What's something you aren't proud of you did, etcetera. Perhaps it's an embarrassing moment? Something along those lines." Discord elaborated.

Fluttershy looked on nervously, and it took a few moments of fidgeting and the sight of Discord's smiling face waiting for her response before she said anything.

"It's... well, it's about the errand I went on. I said I was going out for a few things, but to be honest... I-I lied." Fluttershy was sitting up now, but was also looking down in shame. "I...I didn't mean to lie to you, but it just happened that way and the words just came out like they did. The real truth is... I went out but I went out to meet up with the girls at Sugarcube Corner. I was with everyone and we were all meeting up to try Pinkie's new recipe, the Fizzle Puff. She just so happened to already make one for you, since you inspired her to make you one. I feel so terrible and I should have included you in on the meeting, but I suppose deep down I was hesitant to invite you. It's n-not because I didn't want you to or out of selfishness... I was worried you might get out of hand, since there were so many ponies at the bakery besides us. I know you can be good, but I guess deep down I was worried you would do too much or cause too much chaos and mayhem. I'm so sorry, Discord, I didn't mean to lie to you when I did today. Can you ever forgive me?" She said, not exactly blurting it all out, but barely pausing as she tried to explain her 'not so nice' actions.

Discord was silent the entire time Fluttershy spoke. The fact he was quiet and looking on as calmly as he was, it made her feel all the more nervous. Discord and calmness didn't usually go together; as in fact she had never seen Discord look so calm. It was an odd sight. As her nerves continued to escalate, Discord blinked as if he had been sidetracked or in his own world of thoughts before returning any response.

"Oh! Is that all?" Discord began as if he expected more. "I already knew about that." Discord said like it was old news. This was the last thing Fluttershy expected to hear, as she looked to be very surprised and hadn't expected this.

"Y-you do? Wait... how did you know already?" Fluttershy asked.

"I might have watched all you did today, ever since you left." He said, almost nonchalantly.

"Might?"

"Okay, I did. I confess to my crime." Discord declared in an over dramatized fashion, with a paw on his forehead and leaning back. "But it's not like I was hiding in the kitchen or anything."

"Then... how did you know about everything?" Fluttershy said, confused but still surprised.

"Let's just say I have... eyes everywhere." He said, as his left eyeball popped out and landed in his talons before he pushed it back into its socket. Fluttershy leaned away from him as if a little grossed out; despite the fact it never came close to her.

"Then, you aren't mad?" She asked, hopeful.

"Oh Fluttershy, I could never be mad at you. It might have been nice to join you, but I know a girl-time when I see one." He said, almost disgusted at the idea of 'girl time.' "It was probably for the best that you never invited me." He said, snapping his fingers as the therapist garb he wore and the couch disappeared, leaving Fluttershy sitting back on the sofa she'd been on before and him back in the chair he was previously sitting on.

"A good idea?" Fluttershy asked with a frown. "No it wasn't. If you knew what I was doing... didn't you hear what ponies said?"

"What? About me? Of course, but it didn't bother me." He chuckled. "As much as I do hate to admit it, I don't have the greatest self-control." He mused.

Fluttershy smiled quietly, a little impressed that he admitted something like that, though her smile faded quickly when something else crossed her mind. "Still... how does it not bother you? I'm your friend, and friends don't lie to each other."

"Not everyone can be perfect like me. It's fine, I'm used to it." Discord shrugged, earning a strange and suspicious glance from Fluttershy as if she weren't completely convinced. "What did surprise me, though, is that you came and told me what you did. I might have already known what happened, but what if I hadn't? You felt bad and came clean with me about it, and that dear Fluttershy, I am grateful for."

He smiled broadly, as if he had been struck with an idea. "Hey! Why don't we go out and have some fun? We could go to Las Pegasus for a few rounds of poker, visit the Crystal Empire's Museum of Precious Stone, or even better, we can have a picnic."

"A picnic? Now?" Fluttershy blinked.

"I suppose it could be a dinner picnic." Discord said. The moment the word 'dinner' was uttered, it served as a reminder for Fluttershy.

"Oh!" She cried in realization. "Discord, do you know what time it is?"

"A freckle passed a hair." He said receiving a gentle but serious look from Fluttershy, once more. "Sorry. It's fifteen minutes after five."

"Oh dear. I should have started feeding all the animals dinner fifteen minutes ago, and I promised them I'd be right back." Fluttershy said, sounding as if she felt guilty.

"I guess this means our plans have been postponed?"

"I'm so sorry, Discord. I'd love to, but I can't keep them waiting."

"You do realize I could just finish all of that for you." He said and motioned with his paw, ready to snap his fingers.

"I know and I do appreciate the gesture," she said with a grateful tone. "But you know how I love to spend time with each of them. And some of them may get startled by your magic."

"Oh, very well." Discord said. "Perhaps may I suggest we plan on something for next time, then?"

"Sure. Why don't we have a picnic tomorrow, for lunch?" Fluttershy smiled.

"Splendid. I look forward to it." Discord said as both he and Fluttershy flashed and reappeared outside the closed front door of the outhouse. "Allow me to walk you out."

Fluttershy thanked him and was about to wave farewell, but stopped in midway as something came to her.

"I have an idea." Fluttershy said, looking back to Discord. "Would you like to join me by helping me feed the animals?" She smiled.

"Hmm?" Discord said, intrigued by the idea. "I appreciate the offer, Fluttershy, but I'm going to have to decline. I have a myriad of chores to accomplish, a whole chaotic dimension to clean, and besides, cutesy animals aren't really my thing."

"Oh." Fluttershy said softly as if a little disappointed by his turn down, but nodded. "That's okay, I understand."

Discord could see the disappointment in her face, but smiled. "Perhaps another time?" He said, hoping she would take his rejection better.

She looked up and smiled. The one thing she wanted was to share her friends together, including Discord with her animal friends.

"I'll see you tomorrow for our picnic. Have a good night, Discord." She said seeming happier as she flew in to the air; it was more direct than the path she first took.

"I wouldn't miss it for the world ~" Discord said, rapidly waving his paw, watching her set off as she turned and began her trip back to her cottage. "Ta-ta! Au revoir! Arrivederci! Auf Wiedersehen! Toodles!" He added and waved until she was no longer in sight.

Once Fluttershy became nothing more than a speck and was out of sight, the speed of his wave slowed until it came to a halt, and the widely bright smile and expression he gave faded from sight. He looked on with a silent and distant expression on the pathway where Fluttershy disappeared. He sighed as his paw rested at his side, before he turned and opened the outhouse door and slipped back in, the door closing behind him.

Once back inside, Discord looked at the interior of his home. For some reason, he was no longer in mood with the topsy-turvy appearance. In fact, he looked rather bored with it and with his fingers he snapped the look along with the furniture from existence, as the visage of his house changed to something else.

The inside of his home was now suddenly Sugarcube Corner. It looked like he was in the back of the bakery in the kitchen. In front of him and sitting around a round table were all the seven chattering on. He watched and saw Twilight was trying to console Fluttershy… supposedly.

"I know it seems wrong, but I think these measures were needed... He might have gotten out of hoof... The citizens in Ponyville haven't really been fully acclimated to him yet... what with taking over Equestria after all... Old habits are hard to break, so we have to make sure to keep an eye on him. With the elements no longer at our disposal to keep him in check... He hasn't changed enough; he's been making ponies suffer from his chaos far longer than trying to be good. Inflicting chaos is what comes naturally for him...

We don't mean to put you on the spot like this, but we can never be too careful. I know you know as much as I do, and Discord hasn't been free for even two months, let alone a year. It's too soon to let our guard down. Until he gives us no more reason to doubt him, we have to be there whenever he does act out with his magic."

Discord's expression went from bored to tense and he looked downright annoyed. He walked into the scene and stopped behind where Twilight Sparkle sat. No one seemed to notice he was there mainly because this was his own magical recreation, and so they talked on, only a reflection of what already happened.

"Blah, blah. Boring speech. You have no reason to feel bad about lying. You can lie to Discord, Fluttershy, because I'm a princess and demand it." Discord said, mocking Twilight. In fact he said it perfectly in her voice while perfectly lip synching to Twilight's mouth when it moved. He was suddenly behind Applejack, now sporting a country accent and doing the same replicated voice as he did with Twilight.

"There's nothin' to feel sorry for. Discord is just a bizarre critter who wants your complete attention. We shouldn't trust him."

"Absolutely, dear. Discord is nothing but a spoiled brat, who has no manners whatsoever." He said, now with Rarity's voice.

"Teehee! I'm laughing and have no idea what we're talking about." Discord said as Pinkie Pie.

"I'm too cool and macho to care about all that girly worrying and stuff. I'm awesome and everyone should pay attention to my awesomeness." He said as Rainbow Dash, before he returned to Twilight.

"I'm only saying what I am because I am so jealous of Discord, and am threatened by him trying to take you away from us. He's so much more fun to be with than I am. As Princess, I order you to stop being friends with him."

"O-oh. I couldn't..." He said in Fluttershy's timid tone. "Discord is my best friend and so great and amazing to be around. I can't abandon him like that."

"Well, you have to choose. It's either us, or him." He said as Twilight.

Discord opened his mouth as if about to say something else, most likely as Fluttershy's voice, but paused.

"What am I even doing? This is stupid; of course she'd choose me over the others. We have so much fun together. She wouldn't want to miss out the chance to hang out with me and lose that." Discord said with confidence, but watched quietly as the image of Fluttershy continued talking with the others. Shortly after Twilight ran off for some supposed princess errand, he saw that the five at the table were chuckling, as Fluttershy joined them. They all looked friendly with each other, like they were all sisters.

Discord sighed almost dejectedly, before the image and the inside of Discord's house disappeared in a bright light and left Discord in a dark, empty space.

"Who am I kidding? Of course she'd choose them over me..." He stated, looking dejected. "They may no longer have the Elements of Harmony, but they still personify the elements themselves. They were meant to be friends with each other, and I?" He paused. "I'll always be left alone in the dark..."

He floated in the abyss with a look of sadness before he instantly snapped himself out of his depression with a chuckle.

"Wait. Why do I even care? That would never happen, anyway. Fluttershy's my friend no matter what happens. Even if she were forced to choose between me and her friends, she'd pick us both and not just the other six." He chuckled on lightly. "What a silly thing to be worried about. Why would I of all people be concerned about that? It's not like I have any reason to ever worry about losing a friend." He said, suddenly feeling a funny sensation arise from within. He felt a rush to his head before an image from the recesses of his more than one thousand years' worth of memories surfaced in his thoughts.

It was the profile of a pony, facing away. She was a white-coated filly but one showing the first signs of blooming adulthood, with a long mane and tail, mainly soft pink with very discreet traces of cobalt, light cerulean, and light turquoise shades coming in. She turned to the side, as if she heard something behind her. Her long horn appeared and a pair of purple tinted eyes looked at Discord as her wings opened up and she smiled warmly.

"Come on Discord." The elegant mare's soft-spoken voice called, only for the memory to quickly fade. Discord tensed up and quickly forced the memory deep back into the depths of his mind where it came from. He shuddered once it was completely dealt with.

"What an odd sense of déjà vu." He said, when 'and when his conscious awareness of it had faded completely he felt better.

"I should clear my head with something else. Something fun, but what?" As soon as he asked this a smile returned to his face and with another snap from his fingers, the inside of his spacious home now looked like a large ice rink. A rectangular ice rink with a single blue and red ring encircling each other at one end and at the other were a few round and heavy curling stones. Surrounding them appeared to be several booths of seats, where several imitations of himself whistled out. Standing with him on the ice were two other imitations of himself that matched him complete with a uniform with shoes and gloves while on the other side were three other Discords with uniforms similar in style but different in color. They all held a curling broom.

"What better than a riveting game of curling! Who's in?" He cried, as the five followed in cheering along with the crowd.

---

"You've been working both day and night these past few days?" Twilight said a little surprised. That certainly explained why she'd asked if any of the surroundings were different. She had done an amazing job keeping things exactly the same as Luna would have, her one thousand years of experience clearly showed; not a single star was missing from the sky. "It's not like you've never juggled both duties before, but aren't you tired? Have you rested at all?" She asked as they continued to stroll through the castle grounds, toward their destination.

"I have rested whenever I can, but this is something I must do in my sister's stead, as she is unfortunately incapacitated at this time. It has been hard to sleep when I know there's something wrong with my sister, so I've spent most of my time trying to do what I can to wake her up or snap her out of it."

"What did you mean by she hasn't been awake?" Twilight asked, returning to the original topic. "What's wrong with her?"

"From all that I have been able to gather since this started, it seems Luna has been suffering from what I can only assume are nightmares."

"Nightmares? Isn't it her duty to use dreams to guide others? How could she be plagued by bad dreams?"

"It's true she's not easily deterred but it's always a possibility that even one who can traverse the dreamscape could have nightmares. But this isn't a normal nightmare, if it was she would have woken up but instead it's as if she's trapped in her sleep." Twilight looked surprised.

"A few nights ago, Luna lowered the moon and went to bed; when I was ready to lower the sun next evening, Luna was nowhere to be found. As long as we've had these duties we've both taken them seriously and been punctual, especially Luna. For the sake of balance I went ahead and raised the moon for her, and asked the guards to see if they could locate her. It wasn't even ten minutes before one of them returned urging me to follow them to her bedchambers. Upon entering I found her in a deep yet restless sleep. She tossed and turned and sometimes cried out in pain or desperation. I tried everything I could to wake her and any means I could devise, but to no avail.

She sometimes has severe moments that lead to her using magic. Thankfully, the worst she has done so far is disorganize her room. She's either been using her magic without realizing it, or she is aware but aiming towards whatever is in her dreams. She's never used such magic in her sleep and certainly not reacted while in the dream realm. I fear this is no ordinary nightmare and that she is trapped in her own realm of dreams."

"You aren't suggesting somebody's somehow attacking her in her sleep are you?" Celestia nodded.

"Exactly. I'm sure you're aware that some unicorns experimented with spells used as a bridge to their own subconscious."

"Yes. I remember reading Starswirl tried once."

"Yes he did, but he realized the danger and potential for abuse unlike the others. Thoughts and dreams are too different; even if you come close it takes far too much magic and precision, a lesson many learned the hard way..."

"I can see it being practically impossible for any unicorn, something only somepony with a natural talent could do... but if someone else is responsible it must be either another alicorn or-"

"- another magical creature. The only alicorns are me, you, Luna and Cadance. I thought of Discord, but this isn't his style. Delay her one night perhaps but nightmares for days? I have no idea who could be responsible but everything points to an outside attack. Whoever it is using some dangerous magic."

"What about you, Princess? You're an alicorn and I assume you're on par if not stronger than Luna. Aren't you able to dream walk like her?" She asked, hoping her question was not too bold.

"I can, but not in the same way she does."

"What do you mean? What did you do about it while Luna was banished?"

"I could handle many of her duties but I am only barely able to access the dreamscape, from afar. It's like watching a play, I can see the performers onstage but I'm not part of it, I can't participate. Only Luna can do that."

Twilight became more curious as the princess spoke about things she'd never known, but something was unexplained. Plucking up the nerve she asked.

"If you're at least capable of peering into another's dreams then why can't you glimpse into Luna's yourself? Even if you are limited you could still find something out, right? What would you need my help for?"

"I'm glad to see you are as sharp and observant as always." She smiled.

"Usually it wouldn't be a problem, but when I attempted to peer into Luna's dreams all I saw was blurred darkness, a mental block. I don't know why but Luna or someone else is keeping me out."

Celestia came to a complete half facing a large, dark double door with a pale crescent moon across it. They were right outside Luna's bedchambers and Twilight could feel the eyes of her mentor looking at her.

"I need your assistance being my eyes, entering the dreamscape into Luna's subconsciousness."

"You want me to enter Luna's dreams?" Twilight said a little taken back by her request. It wasn't so much that she'd never entered dreams before but the dawning realization of responsibility and just how much faith the princess had in her. She wanted help with her sister and through her magical strengths even attempt dream walking. Something Celestia was unable to do completely. It became MORE overwhelming the longer Twilight thought about it. "What difference will I make? I'm nowhere near as experienced as you are, and I don't even know if there is a particular spell required or not."

"I understand how much I am asking, and I hope you do not think any less of me for it. Even as an alicorn it will still be difficult for you to do on your own, but I will be there to help you. I will take you where Luna first enters and where all the dreamscape entrances are. It's also at this place where I am able to see dreams from." Celestia placed a hoof on the young alicorn's back. "However, I don't want to force you into this. I want you to make the decision for yourself. If you do not want to help or feel too uncomfortable, then I don't-"

"No!" Twilight cried in panic that Celestia was assuming that she didn't't want to help, only to realize she spoken out of turn based on the innocently blinking gaze Celestia gave her. "I mean… of course I will. I'm just still not sure if I will be of any help but if you're going to help me get to the dreamscape, then I don't see any problems. I was just feeling a little nervous is all." Standing firm and clearing her mind she looked at Celestia with confidence. "Princess Celestia, for the well-being of Princess Luna, of course I'll help you."

"Very well, Princess Twilight. I am grateful for your assistance in this matter." Celestia smiled, equally formally, convinced by her words. Due to the years of working with her as a mentor she could tell when Twilight spoke truthfully from the heart.

As soon as they finished talking, the door knobs were encased in the golden aura of Celestia's magic. Once the doors opened, they both quietly entered the dimly lit room. Twilight took this opportunity to take in this luxurious space, reminding herself that she had never seen Luna's personal chambers before. A princess now or not, it wasn't every day that just anypony got to see one of the royal bedchambers.

Luna's bedroom consisted of two levels. The main level was a sitting area with a varnished dark oak table and a couple of wide, plush cushions for sitting on in the center of the room; this acted as a reading and relaxing spot. On both the left and right walls were matching bookshelves filled to the brim with books of all colors and sizes, ranging from magic spells to astronomy, much to Twilight's pure delight. The shelves were a foot or so away from touching the magically enchanted ceiling that glittered like a clear starry night sky. Leading and curving up to the second level were a small flight of marble stairs that she and Celestia took. The second level was Luna's observatory deck. At the north end of the second level was a gigantic black telescope pointed upwards towards the ceiling. The ceiling could be opened up with magic allowing the telescope to feed itself through to the outside. While the telescope itself was the main attraction on that level, the left side was also where Luna's bed was placed and where a working desk and seat were. The entirety of the room was decorated in blue and dark hues, serving as to represent her as Princess of the Night.

Unfortunately her room was not nearly as pristine as it could have been. More than half of the books from the shelves were scattered across the floor, and some had fallen open. The plush cushions on both levels had been thrown all across the room. The desk on the second level had been tipped over.

Celestia and Twilight stood quietly inches away from where Luna lay trapped in her own sleep. Celestia watched silently, grave concern in her expression as she saw how her little sister's eyes twitched underneath her closed eyelids; one of many signs towards her state of discomfort. Her horn was aglow in blue aura, but judging how calm she seemed, her magic was being used in dreams rather than destructively outside them.

"We've come at a good time." Celestia said while Twilight continued to take in the scale of disaster in Luna's chambers. "She's calm for now, but based on the past couple of nights, I've noticed her times of peace are becoming briefer by the hour."

"Lucky us, but how do we get to the dreamscape from here?" Twilight asked, while watching Luna shift slightly.

"You need not worry. All you have to do for now is keep close to me. I'll explain everything else shortly." She said. Twilight nodded and scooted an extra inch closer to Celestia's side. As she turned to look at her mentor, she saw her horn was glowing and her open eyes shone the same color.

Twilight suddenly felt the tingling sensation of being enveloped by something warm and bright. Her eyes began to squint before she realized she and Celestia were being rapidly encircled by a golden aura. As the magic brightened, her vision was blinded as she failed to shield her eyes in time. The magic surrounding them swelled to a peak and Twilight felt the impact around them slowly recede in intensity. After her momentary lapse, Twilight's vision recovered and she slowly removed the hoof she had shielded her face with and slowly opened her eyes. The light of Celestia's magic had completely disappeared and what was left in her line of sight was a soft surrounding.

A very familiar ethereal skyscape of dark and bluish space decorated with stars and nebulae greeted her with its gentle, dim glow. The light was no doubt emitted by all the stars around her, as well as from smaller stars that lit a pathway underneath her hooves. Twilight took in the space with an awe-filled gaze, as everything she could recall returned to her as Celestia quietly approached and stopped at her side.

"I…I remember this place." Twilight said, her tone filled with wonder from the heavenly sight before her. She turned to Celestia's side. "What is this place? The first time I was brought here was through the Elements of Harmony, and now you've personally brought me here."

"This location is what you may call a rendezvous point for Luna and I. Princess Cadance has also been here before, but only once. I am sure that you are catching on to the pattern so I will go ahead and answer another question for you; this location is only accessible to those who are alicorns. However Luna and I are primarily those who personally access it. You and Cadance too will be able to enter this realm on your own, with time and experience. We like to call this place an astral plane, the only one which is tied to the magic and essence of Equestria. It is not a place I find myself frequenting often, but Luna does moreso, in order to enter the dreamscape. This is the only location, as far as either of us are aware, where one may enter dreams. I'm sure any alicorn other than Luna could have the power to dream walk, but it would require a very substantial amount of magic and practice."

"If only alicorns can enter this place then how come I was able to? I'm pretty sure I was a unicorn the last time I was here." Twilight pointed out.

"Yes, but with assistance. Your reason for coming to this plane was a special occasion. The raw force of the Elements of Harmony combined from your friends is what brought you here to this place. The elements themselves are known between myself and Luna to be tied to the power of Equestria and this place, enough to act as a beacon for any pony strong enough in magic to enter. Allowing any person other than an alicorn race outside of an alicorn here is based on… her own personal approval by allowing only certain ponies to enter this realm based on if that pony's particular destiny supports reason to bring them here. You were given access because you chose a path that showed you had what it took to be a princess, and… she could see the potentials I saw in you." Celestia explained earning an immediate questioning and confused look from Twilight.

"Her?" Twilight said, quite confused. She didn't mean herself... did she? It was like someone else was involved but the only thing Twilight received from Celestia as a response was her proceeding gait that moved away from her side.

"I'm sorry but there isn't much more time we can afford to lose, but I promise to explain everything else you need to know in one of your lessons in the future." That was certainly mysterious.

Why do I get the feeling she avoided the topic on purpose? Twilight thought as she followed after her. She quickly dismissed any further thoughts on the topic; reminding herself she and Celestia were on a mission to help Luna. Time was of the essence right now and she knew that was why Celestia was no longer in any mood to talk about anything else except what was useful in helping her sister. It was after several more moments of silence during their travel that Celestia came to a stop followed by Twilight.

"Alright. Now that we're in the center, we can begin." Celestia said.

Center? How in Equestria could Celestia tell they were in the center of this place? She personally felt like this expanse was never-ending.

"What happens next?" Twilight asked.

"I will be here to guide you through this process, and throughout your trek in Luna's dreamscape. First, you must understand that for this to work, we must combine our magic. I will act as the main foundation as this requires too much magic for you to conjure, at this time. I will also be your extended supply in magic, so opening a path into Luna's dream is possible and will be acting as your anchor, so you have a source to return to. Once we have begun and our magic is combined into one, you must focus as much as you can on finding Luna."

"Find Princess Luna? How do I go about doing that?" She had already tried by looking in all directions in the space they were in. Luna was nowhere to be seen.

"You must see with your magic through presence and life energy reading. You may not have realized this, but while you are in this space, magic and its senses are much more enhanced than they normally are out there." Celestia explained, referring to the outside world. "Each living creature has magic inside of them, and the enhancement from here should be more than enough for you to find her with your magic. We were within Luna's bedchambers not only for you to serve as a witness to the situation, but to also bring you closer to her. With only the two of us in her room, this should be a lot easier for you to achieve."

After this in-depth explanation Twilight now more than ever appreciated that her friends had coaxed her into going to Canterlot Castle without them. No wonder she had been the only one asked to come in the letter.

"Are you ready?" Celestia asked in a gentle yet serious tone. All Twilight could do was look down and gather her thoughts. After her coronation, she had finally understood what her mentor had meant when she said she would be ready for 'the next level of your studies'. It had started with gaining her wings and royal title and now continued by taking part in a once in a lifetime opportunity to enter the dreamscape. She was right to be feeling nervous, despite the fact she admittedly was also a little excited to have the chance to take part in something not many could.

"As ready as I'll ever be." She finally replied.

"Alright. First I need you to charge up as much magic as you can at once. Once you do, I want you to keep it going. When you get to this point, I'll follow by doing the same and siphon a small fraction of my own magic into yours, so you have the energy and support to help you through this process." Celestia said, before smiling at Twilight. "Don't worry, this combination and what you will feel from it is only temporary, and by the time you find the entrance to Luna's dreamscape, the addition of my magic will be used up. Whatever you do, do not lose even a moment's focus when you feel my magic coincide with yours, or else the whole process will cancel itself out."

Twilight nodded, adjusting her stance and recognizing she would probably feel some strain in the aftermath. With a short grunt, she began to dig into her magic reserves, mustering up as much as she could at that second. Her horn sparked out a little in a magenta hue, before it was soon surrounded by her magic. Her horn could soon no longer be seen under the color and density of the magic she was pushing out, as sparks continuously escaped from it. Her magic brightened intensely, as the aura itself began to expand out from her horn. At this point, Twilight started to grimace out ever slightly, as her eyes clenched shut and her body started to tense. As she got to this point, Celestia spoke while approaching her.

"Good, I will be joining in now. When you feel our magic combining, you may feel some extra pressure and you may feel like it's too much to handle, but remember that I'm supporting the bulk of it. What you will feel is a sensation, but it is no more than an illusion from your body internally reacting to an outside source. Remain focused, no matter what your body tells you." She was satisfied when she did not receive a reply from Twilight, as if that was proof enough that she was in deep focus and following her instructions.

Celestia summoned her magic, the golden aura matching Twilight's equally in intensity. The only difference beyond aura color was that Celestia showed no hints of struggle, at all. She quietly bowed her head forward, the glowing from her horn soon growing brighter than Twilight's. Once it had brightened, her eyes closed and the golden aura began to extend itself from her horn, moving towards Twilight. As it reached and touched her horn, the hue of Twilight's magic flickered between magenta to golden multiple times as both magical sources clashed during the process of combining.

Twilight could already feel the additional magic from Celestia intertwining with hers, and could feel how much it was already making a difference. While she was only breaking a sweat at this point, when she felt her magic melding with what Celestia gave, it almost felt as though something heavy was being lifted off her shoulders, but she spoke too soon. In an instant, her head felt like it was in the clutch of a vice-like which proceeded to crush her head with great deal of pressure. Her legs, once standing firm, were now getting tense and started to slightly buckle outward. From one moment to the next, she went from feeling at peaceful ease to feeling pure sharp pressure and pain in her head and her body caught in a bout of struggling. She choked out in surprise. So much pressure came from the princess's magic alone! If this were any indication on how much magic and power she held, especially in just a small fraction's worth...

"Keep focused, Twilight." Celestia reminded firmly. "I need you to continue your line of focus, but now seek out Luna's presence. All you need to do is think about her, or the things you connect to her most with."

Twilight began to do just that. She started by thinking of the night and the moon. She also thought of the time when Luna had her night watch at Canterlot Castle, during the night before Cadance and Shining Armor's wedding day. She even thought back on the time she first appeared in Ponyville on Nightmare Night. She thought of the struggle of acceptance after being banished for the thousand years, the laughs and smiles she soon shared with those that took part in the festivities that warmed up to her. As her memories of the princess of the night continued, beneath her shut eyelids, she was surprised to find that an actual visage of Princess Luna appeared. This was not a figment of her own imagination; she could really feel her presence like she was there, too. She had a completely vivid image of her while her eyes were still closed.

"Keep hold of the feeling of her presence. Once you feel you have a firm enough grasp on it, shoot all that you can of our joined magic anywhere in front of you." Celestia said and motioned around the ethereal space in front of her student. Twilight's eyes briefly opened despite the strain of opening them, before they returned to clenching shut once more. She could feel the grasp on Luna's presence already receding, due to her brief lapse in focus.

Once she felt the presence return in strength she opened her eyes and aimed her horn forward. Softly emanating from her horn was a very dense and ample plume of magenta magic; a much more powerful blast than she could normally conjure up. Where the magic struck, the celestial space rippled like a stone thrown into a pond. The array of magic continued out from her horn several more seconds after and slowly but surely, something was happening. She could feel her surroundings fading and changing, giving her a different feeling even as she continued on, blindly focused.

The longer she continued to channel out magic, the more apparent it became to her that the amount of magic Celestia was giving was diminishing quickly, and soon the magical boost from Celestia dropped completely, returning Twilight's magic to its previous state and power. In an instant, Twilight put an end to her intense focus and everything else altogether, the aura itself fading quietly away from her horn. Her body was covered in a thin layer of sweat, and she felt herself sluggishly drop to a sitting position on her haunches. She wearily looked about, only to realize she was no longer in the astral plain, and Celestia was no longer at her side.

Twilight took the opportunity to take in her new surroundings. The most immediate impression she felt from this place was how eerie it both appeared and felt. With the edges of the space around her in a blur, she was currently facing the outskirts of what looked like a very dense and dark forest. Was this the Everfree Forest? It certainly gave her an odd and unknown vibe like the Everfree did, but something about it was also very different. If it was even possible, this forest almost felt more sinister in nature and that alone was a scary thought. As if to confirm the location, she turned and expected to find Fluttershy's cottage nearby, but was instead greeted with literally nothing but an empty space.

Behind her, even the path that led to the entrance of the forest was faded, as if any trail or land that may or may not have once been there disappeared with the rest of this space, and Twilight felt as though she were on the edge of the world. This alone made her apprehensive enough, so she made the conscious effort to avert her gaze and turn back to the forest, willing herself to forget that she could fall into an eternal void of emptiness if she took a few steps back. While taking a few deep breaths, Twilight turned and looked up, still wearing a worn expression.

You did wonderful, Twilight. She heard in praise Celestia's voice disembodied but clear in her mind, which brought the warmth of approval and accomplishment from within herself, as Twilight mustered a slightly tired smile.

"Your magic... it put so much pressure on me. Is that what your magic always feels like?" She spoke out loud, despite the communication.

Yes and no. If I share my magic just like I did for you but with others, it will, but just as you have always had your own magic within, so do I. Each source of magic within each individual is different, and therefore each unicorn or alicorn's magic is uniquely different from another's. A magic that is not entirely your own will always feel harder to handle and control. Though, I've been around for over one thousand years, so those like Luna and I have gained much experience throughout our lives. Celestia explained with her soft tone, understanding how weary Twilight was. Rest as much as you need to, but do not take too long. I don't want you in there longer than you need to be, for your own safety.

"I'm alright." Twilight reassured her. "I just need to catch my breath. And how is it I can hear you?"

We are magically connected, I am seeing and hearing all you do, so I can help and guide you. Celestia replied. So take this moment to readjust your senses.

Fortunately, with Celestia's magic having temporarily combined with her own, Twilight didn't feel all that much drained from her own magic supply. The overall rush of experience had left only Twilight's body in a light state of shock. Still, she could not help but inwardly shudder. To think Celestia had only given her a small fraction of her magic to support her through this endeavor! It were feats like these that reminded Twilight just how powerful Celestia was, and just how far away in skill she was in comparison to her, even as an alicorn now.

It thankfully only took her a few minutes before Twilight felt her breath return followed by a more normal feeling as her heartbeat returned to a more relaxed tempo. After a deep breath to calm herself she stood, prepared.

"I'm ready."

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A/N: "Flutter Butter" is a nickname I first came across in some of Cryssy-miu's stories (she's on this site, too!) Ever since I read them a long time ago, the name stuck with me so much that I felt it really did sound like a pet name Discord would give her and it always made me chuckle.