Long time, no post, bronys. I have now officially become every other good author I hate that I love. I mean, really? I'm gonna make you all wait THIS long? I'm such an ASS!. Alright, seriously, though; I hate that it took me so long to get this done, but some difficult, life-changing personal matters involving some people I dearly love consumed all of my time for almost 6 weeks! My deep thanks to all you readers out there that have been reading my stuff and keeping this crazy train a-goin' for so long. I'm back on my regular writing schedule as of now. So sit back and enjoy this latest installment of the ongoing train wreck that is Star Crossed.

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Chapter 21

Cosmic Secrets and Lies

Bedlam gracefully pirouetted from the glowing hole in reality, landing with poise in the middle of the dusty, dilapidated throne room. His minions, however, were not so lucky. One by one, the five Killjoys spilled clumsily out of the portal, collapsing on top of each other. Crash, Burn, Klokwerk and Tumbler landed in a loose pile, the four being crushed by Grimdark, the largest and heaviest of the five squashing his comrades under his massive girth. Wearily, they raised their eyes towards their master, now beaming with excitement as he did a perfect Moonwalk across the room.

“Oh, happy day, happy day! Now, the REAL fun begins!” he said, Moonwalking up the wall. He made it halfway across the ceiling before Klokwerk got to his hooves and cleared his throat, getting the chaos-lord’s attention.

“I’m sorry, Master, but... we thought you’d be a little... annoyed after that.” Bedlam’s eyes opened wide as he burst out in laughter. Reaching up, he grabbed Klokwerk and plopped him on his hooves on the ceiling, standing precariously next to the fiend.

“My boy, to be perfectly honest,(and DON’T get used to that, by the way) I AM a little upset our dear Midnight wouldn’t take my invitation. He would have made an excellent addition to the crew. But don’t worry, all!” The demon dropped from the ceiling, landing on all fours, leaving Klokwerk alone next to the aging chandelier. He turned up to the altered earth-pony, snapping his fingers and letting him fall back to the ground with a thud. “The little Shade I let loose on them should show them just how incredibly bucked they really are!”

***

“What did he do?! What the buck did that maniac do?!” Midnight grunted under his breath as he galloped up the stone stairs tot he top of the courtyard wall. Luna, Celestia and the Elements all followed close behind, the group arriving at the top just as a Royal Guard siren sounded through the city. In the distance, they could hear ponies screaming, the steady booming sounds shaking the ground. The already disturbing scene was further warped by an ear-splitting roar, a large puff of smoke and dust rising from the far-off entrance to the market.

“What in the world is going on, now? How much more can the city stand, today?” Celestia said, eyes darting in the darkness, surveying for any kind of danger. Suddenly, Luna held her forehooves to her mouth in a gasp, eyes opening wide as she stared unblinking across the city.

“Oh, no... Oh, Celestia, Midnight... it’s horrible... “ The night goddess took a step back, pointing a hoof forward. From the back of the courtyard, dozens and dozens of Guards burst through the gates and doors, the magic keeping them in their barracks disappearing along with Bedlam.

“Princess Celestia! Princess Luna! Are you alright?! Where are the attackers?” Sky Shield shouted, quickly flying up to the top of the wall, eyes darting back and forth between the two royal sisters.

“Lights! We need lights, pointed into the city! NOW!” Luna shouted, turning back to pegasus, almost blowing him out of the air with the force of her shout. Too startled to question the strange order, Sky echoed it back down to his fellow guards, each barking it down the ranks as they all scrambled through the yard and into the various storage sheds and equipment rooms throughout the grounds.

“Luna, what’s wrong? What do you see?” Midnight asked, placing a hoof on her shoulder. Another boom and roar came from the main body of the city, drawing their attention again. Luna didn’t get a change to answer though, as two large pegasi landed on the wall a few yards down from them. They dropped a large, round spotlight from the Grand Galloping Gala with a loud thud, a unicorn guard running up on the other side of it, charging the filament inside with his magic. The huge directional light shined a bright beam out over the city, followed by several other spotlights already set up along the wall. The ponies all stared in disbelief at the vision before them.

“That!” Luna said, pointing with a hoof again. “THAT is what’s wrong!” There, barely illuminated by the beams of bright light, stood a massive form of a dragon. Walking on it’s hind legs, the reptile stood at least five times taller than the largest buildings in the city, slowly stomping it’s way down the center street of town towards the palace.

“Oh, NO! Oh, no no no no no! Just LOOK at that thing! How did we manage not to see it?!” Twilight shouted, mouth agape. Midnight stood beside her, forehooves on the wall as he leaned forward, squinting his eyes as the reason for inability to spy the thing became clear. As the spotlights ran back and forth over the tall creatures body, they seemed to pass right through it, coming out the other side in wide blurs against the dark late evening sky.

“It’s that little Shade monster Bedlam made! That’s the dragon! We didn’t see it because it’s made out of shadow!” the pegacorn announced to the ponies, guards and marketplace heroes in the yard below. “He’s having it stomp it’s way to the palace! We need to stop it before it gets here!”

“This is horrible!” Celestia said, gasping at the wickedness of the chaos lord’s attack. Turning to the ponies under her charge, she started hoofing out orders, commanding all ponies present to assist in the effort to combat the shadow dragon. “Guards! I want a two-pronged attack; unicorn and earth ponies are to try to slow it down from the streets, pegasi to bomb and attack from the air! Move it, NOW, ponies! Your princesses need you!” A chorus of ‘Yes, your majesty!’ followed, every guard present already moving to carry out their leader’s request. Celestia then turned down to Twilight and the Elements, speaking to them in a lower, if not just as crucial tone. “I need you all to go to the Grand Hallway. Your Elements are being kept there behind the final doors at the end of the hall. Twilight, you’re the only unicorn powerful enough right now to unlock the magical seal keeping them safe. Get them, and return here as soon as possible.” The six mare’s had a look of determination in their eyes as they saluted, all turning and taking off down the stairs, heading toward the main doors back inside the palace.

“What should we do, princess? There has to be someway we can be of assistance?” Trixie shouted from the courtyard. Luna and Celestia turned to them, the sun goddess already having a role in mind for the group.

“Normally, I wouldn’t think of placing untrained ponies into a dangerous situation as this. However, you have all proved yourselves in the market to have the best interest of my subjects and the city at heart.” She turned out toward the city again, the screams of her ponies causing a deep ache in her heart. “Go out into the city and get as many ponies out of harm’s way as possible. Take them away from the main streets and as far from that monster as you can. Can I trust you all with this task?” she asked, her soft eyes almost pleading with the rag-tag group below.

“You can count on us, Aunties!” Blueblood answered back.

“We’ll do ya proud, yer majesty!” Big Mac said in a deep, loud voice.

“Consider it done, your highness!” Gilda crowed. The mass of mis-matched beings ran forward, bursting through the courtyard gates and of into the city, ready to give their best to stop the vile creature from harming anymore ponies in it’s attack. Back on the wall, Midnight stood with the royal sisters, ready to help anyway he could.

“What should I do, ladies? I’ll do anything I can to help!” he announced, taking a ready stance. Luna and Celestia only regarded him with disappointed look, the moon princess finally breaking the news.

“Midnight, you know Celestia and I are eternally grateful for your help, but...” She looked back out into the city, the first wave of pegasi already getting into formation high above the shadow dragon. “... with your injury, we can’t afford you hurting yourself further. Please, let the guards and the Elements do their job. Everything will be alright.” She finished with an uneasy look, betraying her words to her champion. Midnight stomped a hoof, moving closer to his marefriend. She was nervous, that was certain. But rather than push the issue, Midnight decided to sit back and stay by her side, the revelations brought to light by Bedlam still fresh in all their minds.

“Alright. I’ll stick by you for now. But don’t think I won’t throw myself at that thing at a moment’s notice if I think I’m needed! I care about you too much to ever let something happen to you...” he added, nuzzling into her as the two stared across the city. The guards were getting into position with the Trixie, Blueblood and the others quickly making their way as well. Celestia, Luna and Midnight waited with baited breath for the full attack to commence.

***

“Come on, girls! We’re almost there!” Twilight yelled back to her friends as they made their way through long hallway, the moonlight illuminating the stained-glass windows that ran along both sides of the expanse. The six friends skidded to a stop a few yards from the decorated door, Twilight and Rarity immediately sensing the powerful spell keeping it sealed.

“My word, Twilight! Do you really think you’ll be able to open that incredible lock all yourself?” Rarity asked, eyeing up the almost visible aura around the door frame. Like all unicorns, she and Twilight could sense mild changes in the field of magic around them. Often times, particularly powerful unicorns, or even residual spells could be sensed by experienced casters. This seal spell, however, was almost oppressing. The huge amount of ethereal energies being used to keep this door closed pushed back against the two mares, slowing their approach as Twilight prepared herself to unlock it.

“I don’t think I have a choice, Rarity. Just please, stay back and... maybe be ready to cast a shield spell.” Twilight added, not giving her friend time to protest before she powered up her horn for the seal break spell. She focused her energies into her horn, planting her hooves firmly on the ground as she enveloped the seal in her own purple-colored magic. The air resonated with a surreal hiss, the seal spell glowing white and becoming visible as it fought back against young mare’s attempts. Suddenly, the white of the spell twisted and grew, turning black and pushing down Twilight’s magic. The Element of Magic was flung back into her friends as the black magic aura swirled and reformed into a twisted image of a familiar face.

“Nu-uh-uh... No cheating by using the Elements, you naughty little mares.” Bedlam’s voice echoed from the black mass, filling the hallway. Twilight stood up from the mass of ponies, stomping her hoof with a snort.

“Bedlam! What have you done to the Elements of Harmony, you monster?” she said, staring down the drifting energy.

“I just leveled the playing field, that’s all. You’re a tough cookie, Miss Sparkle, but this spell stays on the doors until you take care of my shadow dragon OR Canterlot is destroyed. Whichever comes first.” The black mass swirled and dissipated, effectively outing every light in the hallway, the laugh echoing out once more. The Element bearers looked at each other as if unsure as to the next course of action.

“W-what will we do now, Twilight?” Fluttershy quietly squeaked out. The other ponies all focused on their unelected leader, looking just as confused as they were.

“I... I don’t know, Fluttershy. Usually, the Elements would be the last resort... I...” she paused with a gasp. “... I don’t know what to do, now...”

***

Midnight, Celestia and Luna watched from the palace wall as Trixie, Blueblood and the others helped with the evacuation down in the streets. The shadow dragon was slowly making his way through the destroyed market, heading towards the more populated areas of the city on it’s way to the palace, stomping through any and everything in it’s path.

“Your Majesties!” Sky Shield yelled down, quickly landing behind the three as he gave a bow. “We have three squads of pegasi Lancers in a holding pattern above the target, and five squads of unicorn Battery in various positions along the target’s estimated path. Your orders, Princesses?” The pegasus stood there, straight as an arrow with forehoof to his temple in salute. Every other time he had seen Sky, the young guard seemed nervous and unsure of himself. At times, he even seemed to be a bit unclear on his duties, second guessing himself and leaving decisions up to some other pony to make. This, however, was not one of those times. The seriousness in his eyes commanded attention and respect, reflecting the training and discipline required of any who would dare call themselves a Royal Guard. Midnight had to admit; for as much an armature he knew Sky could be, at this moment he was quite impressive. Celestia and Luna looked out over their city, then back to Sky.

“Announce the attack, Sky. Take that monster down!” Luna commanded. Springing into the sir, Sky Shield bolted up to the awaiting pegasi squads, their lances already extended in preparation for the attack. As the lumbering beast stomped itself into the center of the city, the first squad swooped into action. A dozen pegasi broke from the group, heading towards the shadow dragon. In response, the smoking hulk raised a massive translucent claw and swiping at the squad. The dozen guards continued their distraction, allowing their fellow soldiers time to prepare.

Rising high above the city, the second squad of ponies paused for a moment, carefully selecting their target. The guards circled high above the city for a moment before moving into a quick dive, their lances pointed directly at the dragon’s wrist. As they approached, the first squad moved out, clearing the way for their attacking comrades. As the massive beast swung it’s huge arm again, the lancers flying harmlessly through the smokey limb and out the other side, leaving the creature completely unaffected. The arm of the thing separated from the main body, the incorporeal mass floating for a moment before rejoining the main mass of the beast. The pegasi guards circled, unsure of their next course of action. Pulling back it’s clawed hand, the giant shade swung it down, the limb becoming opaque and solid as it swatted half a dozen guards from the sky.

“That’s... how did it DO that?” Celestia said in disbelief. The guards thankfully managed to right themselves before any of them fell to the street below. Looking up at the approaching behemoth, the method of it’s attack became clear; the heated attacks had passed through the monster each time, the guards chipping off wisps of the creature that quickly returned to their original place. Only when the shadow dragon moved to attack it’s opponents did the misty magic that composed it’s body solidify, and only in the limb it was using to strike. The princesses and Midnight looked on in shock as the thing’s claws and tail changed from gaseous to solid form again and again, taking shots at the Guards. Sky Shield swooped down towards the unicorn battery lining the streets, their horns already charged and ready for their attack.

“Mage units; OPEN FIRE!” With Sky’s order, the Guard unicorns unleashed a heavy wave of energy beams at the dragon. Once again, the bolts of energy passed harmlessly through the thing, leaving holes in it’s body as they dispersed far off into the sky beyond. The dragon paused, if only for a moment, before the holes through it’s torso filled out and disappeared. It raised one of it’s feet high over the houses, solidifying it as it stomped down with a massive boom. The ground quaked as ponies ran for cover, a billowing dusk cloud blowing through the street from the force of the strike.

***

“Everypony, RUN!” From inside the flowing cloud of dust, Trixie shouted to the last of the fleeing Canterlot citizens. As Blueblood and Big Mac ushered them through the streets, the rest of the heroes gathered between the palace walls and the shadow dragon.

“Woo, Nelly! How the buck are those Guards supposed ta’ stop that big critter?” Breaburn asked, running up and removing his hat to wipe a few beads of sweat. Gilda, Soarin’ and Spitfire swooped down, hovering above them as Rover and Strongheart ran to join their group.

“I think your pony soldiers are a little outmatched here, Blueblood!” Gilda noted, landing before the noblepony. He shook his head, looking down the safety of their side street towards the main road of the city, the dragon still storming it’s way towards the palace.

“What are we going to do, now? If the guards can’t stop that monster, what chance do WE have?” Strongheart asked, not addressing anypony in particular.

“None.” Rover said bluntly. “I think perhaps it would be best if we returned to the palace. The path of the dragon is clear for now.” Suddenly, Trixie found the majority of the group looking to her. One any other day, she would crave this. However, right now, in the thick of the chaos, she wished nothing more than to be left alone to follow somepony else. Clearing her throat, she put on her best serious stage face as she readied her serious voice.

“Rover is right. These are highly trained Guards ponies, and their powers and skills are no match for this thing. We need to go back to the palace in case we’re needed. Everypony, fall back!” With that, Trixie took of through the side streets, the rest of her team on her hooves. Together, the heroes passed quickly through the abandoned streets, each knowing that this move was only a temporary solution. If it came to that, they would have to face the dragon, right along with the guards. However, none of the deputized warriors currently had a clue as how to do it. Looking down the side streets as they ran, they watched the dark creature as it continued it’s march towards it’s final goal.

***

“Princess Celestia! Princess Luna! We have a problem!” Twilight shouted, running up the stairs of the courtyard wall. The two deities and Midnight turned to find the young mare panicked and out of breath. “It’s Bedlam! He’s done something to the magical seal on the vault containing the Elements of Harmony! I couldn’t get it open!”

“What?! That’s impossible! That’s one of my most powerful protection spells.” Celestia said. Rarity stood beside her friend, ears folded back.

“It’s true, Princess. I’ve never felt magic so powerful and... dark.” The white mare shuddered, raising a hoof slightly as she remembered the chill she felt near the spell. “I’m not an expert at protection spells, but this is certainly one of the most powerful spells I’ve ever seen.” Celestia expression suddenly turned to one of anger, the wall shaking slightly as she stomped a hoof in frustration.

“That monster! I refuse to allow that wicked creature to win!” With a single pump of her wings, Celestia took to the air, hovering in place a moment as she turned to her sister. “Luna, I’m going to try to undo the seal Bedlam cast on the vault. Do your best until I return. You’re in command.” Leaning forward, the sun regent went into to a dive, heading toward the great that held the vault, Twilight and Rarity following close behind, eager to offer any limited help they could. Luna looked back over the city, the dragon now more than half way down the main street leading to palace.

“How y’all doin’ on this end, yer majesty?” AJ asked. Luna and Midnight just looked at her, their expressions offering all the answer the farmpony needed. “Oh. That good, huh?”

“Just see for yourself, Applejack. The guards are having a horrible time with it. Nothing seems to work!” Midnight pointed with a hoof at the latest squad of Guard ponies as they made another desperate pass. As like a dozen times before, the guards and their lances passed harmlessly through the body of the dragon and out the other end, the two claws of the shadow beast becoming solid and swiping at them as they flew away. “Every time they attack it, it goes intangible and can’t be hurt. Only when it knows it has a clear shot does it become solid again, and then only with the part of it’s body it attacks with.”

“Not even magic seems to harm it. The unicorn mages have tried more than a dozen types of spells with no effect.” Luna added, her eyes focused on the creature. “If this keeps up, Celestia and I will have to try out hooves at stopping it. And believe me, friends; if it comes to that...” Luna paused, the thought somewhat frightening the goddess. “... we may destroy the city in the process of saving it.” Luna raised her forehooves on the edge of the wall, getting a better look at the battle before her. As her hooves touched the top of the wall, they sunk into the stone as easily as quicksand, straight up to her knees. Quickly, the stone solidified, trapping the princess in the wall, facing outward toward the besieged city.

“Luna!” Midnight immediately rushed to her side, his forehooves grabbing onto Luna one foreleg, trying to pull it out as AJ, Fluttershy, Pinkie Pie and Rainbow Dash watched in horror.

“What sorcery is this?!” Luna shouted, struggling against the stone’s hold. A familiar laugh filled their ears as a wispy, swirl of dust manifested before them, taking the form of a twisted, evil face.

“Bedlam! YOU did this?!” Mid night shouted at the image. The image of the draconequus smiled and nodded, moving closer to the group, causing the four Elements to move back in fright.

“Why, of course, my dear human-pony! This is just one of several booby-traps I laid around the palace. Just in case you, the god-sisters or any other pony tries to tilt the scales in you favor.” The swirl of dust laughed, his voice temporally rising above the sounds of combat and roars in the city. Rainbow Dash sprang up, jetting forward and stopping just in front of Bedlam.

“We’ll find a way to beat you, Bedlam! Just you wait!” she said in the most indignant tone she could muster. The form started to dissipate, winking at her before it faded away.

“Good luck with that, Best Young Flier. But you better hurry before the palace, along with this WHOLE city, blows away like dust in the wind...” With that, the image of the chaos god’s face vanished, leaving the ponies behind to deal with the new dilemma before them. Luna struggled against the stone wall holding her hooves in place, Midnight and Applejack now on either side of her, helping her pull. Fluttershy joined Rainbow in the sir, surveying the city as the dragon continued to switch from incorporeal to tangible, avoiding and attacking the guards that tried to stop it’s progress.

“W-w-what are we going to do now? How are we supposed to stop this thing without the help of the Elements OR the princesses?” Rainbow shook her head at her timid friend, her determined look hiding her own doubts of their chances against this approaching juggernaut.

“Y-yeah. Of course, Shy. I mean... we just HAVE to, right?” she said, somewhat unconvincingly. The two looked below them, Pinkie quietly staring on as AJ and Midnight continued trying to pull Luna’s hooves out of the stone.

“Forget about it, my friends.” the night princess said, somewhat dejected at the situation. “It’s no use. If I can’t break free with my immense strength, I doubt you’ll be able to help much.” She lowered her head, seeming to accept her trappings. Midnight released the grip on her foreleg, stomping a hoof in frustration.

“That’s IT! I’ve had it with this so-called ‘chaos god!’ There HAS to be a way to stop this thing!” Looking out at the dragon again, Midnight noticed another squad of pegasi trying to strike the thing’s arm. Taking a pass, they met with the same results they had a dozen times before. However, he noted something different this time. As the ethereal arm detached from the body at the shoulder, a group of unicorn gunners fired bolts of energy at the limb, taking three fingers off before the arm reattached. This time, the fingers floated in the air, remaining stationary as the limb reattached to the body once again. The fingers flickered for a moment before slowly fading and disappearing into nothing.

“Guys... did you just see that?” Midnight asked, still staring up into the sky. The others looked at him, a bit confused. They had all been distracted by Luna’s predicament to notice. Rainbow hovered over in front of him, giving him a quizzical look. The pegacorn looked up at the multicolored mare, an sudden epiphany causing his expression to instantly brighten. He bolted into the air, stopping just shy of crashing into Rainbow, a wild look in his eye.

“RD! You’re the fastest flier in all of Equestria, right?” he said, almost like a challenge. The pegasus seemed almost insulted by the question.

“Um, yeah? What’s that got to do with anything?” she asked. Dash felt a slight twinge of worry as Midnight looked across the city toward the dragon, snorting slightly.

“Midnight, whatever you’re thinking, the answer is no! That thing’s too powerful!” Luna warned from her stone trap. The pegacorn swooped down before her, giving her a knowing grin.

“Sorry, princess. You’re in no condition to stop me. Besides that,” he said, somewhat smugly. “what kind of champion would I be if I didn’t try my best to stop this thing?” Beating his wings again, he started heading away from the wall towards the dragon, turning back only slightly to address Rainbow before taking off. “C’mon, RD! You’re gonna find out just how fast a flier you are!” Rainbow Dash hesitated a moment, her gaze changing between the rapidly retreating stallion and the trapped princess.

“Please, keep an eye on him, Rainbow Dash.” Luna pleaded to the cyan mare, the frustration evident in her voice as she strained against her trappings. “He still can’t use his magic, and I’m afraid he might get himself hurt.” The pegasus threw a hoof up into a salute, her eyes narrowing as she hovered in place for a moment.

“You can count on me, Princess. I’m all over it!” With that, Rainbow jetted off, quickly catching up with Midnight as the two moved into a steep climb. Midnight was straining himself, beating his wings as hard as he could during the incline. However, years of training allowed Rainbow Dash the luxury of high stamina, making it possible for her to keep up with minimal of effort.

“I hope you got a plan here, rookie. We’re not playing around, here.” she said to the younger pony, noticing a few small beads of sweat forming on his brow. Through gritted teeth, he turned an eye towards her, giving her a grin.

“Oh, yeah!” he shouted over the force of the wind blowing down on him. “Trust me, RD; if this doesn’t stop that thing, nothing will!”

***

The roar of magic echoed through the halls of the palace, both enticing ponies to seek out the source of the noise and warding them off when they realized exactly where it came from. Celestia stood before the vault doors, all four hooves planted firmly into the floor, wings splayed out as her horn glowed as bright as her celestial charge. Her face was scrunched in total concentration, focusing all her mystical might on cracking through the powerful seal Bedlam had placed over the doorway leading to the Elements of Harmony. To her right, Twilight was deeply invested in her own spell, funneling Celestia’s magic into key focal points along the seal, while Rarity on the left reluctantly agreed to maintain a shield spell to repel any magical backlash from striking them.

“P-Princess...” Rarity whimpered out from beside the alicorn “... I don’t know how much longer I can... hold out like this.”

“Just a little more, Rarity! Celestia’s almost got it, now!” Twilight answered back. She knew exactly what Rarity was going through. The purple mare found her own magic starting to waver, now doing her best to hide her strain from her teacher, still locked in her own spell against the arcane magic of Bedlam. Twilight could feel her legs getting weak, shaking slightly as she gazed over Rarity, already down on one foreknee from the intense drain on her being. The two started to feel dizzy, still maintaining their magics as they both found themselves unable to stand any longer. The two laid down, squeezing their eyes tightly as they poured their power into the task at hoof.

Suddenly, the two found their attention drawn by what they at first assumed was falling glass. They turned their eyes up to the seal, finding it’s swirling black shell slowly fading, little pieces falling to the floor of the hall and breaking before blowing away like smoke. Celestia sucked in a sharp breath, releasing it on a mighty shout. Her horn glowed bright enough for it’s light to warm the hallway, making the temperate night air momentarily feel like a blazing summer’s day. With one final crash, the seal broke. Pieces flew everywhere, embedding themselves in the walls and ceiling, breaking stone, paintings and windows before becoming incorporeal and wisping away in the wind. A moment later, the vault doors swung open, a light inside shining out from a golden chest sitting on a center pedestal. Wearily, the three ponies stood straight, Celestia reaching out and levitating the box out in front of them.

“We... we did it?” Rarity said, sounding surprised as she rose to their hooves. Twilight shook off the exhaustion and moved slowly over to the chest, gazing down on the six magical artifacts. They were as beautiful as she remembered them. Each seemed to resonate with their own life force and personality, each as unique and special as the six ponies they now had as their avatars.

“Twilight... take the Elements...” Celestia struggled on her hooves, slowly regaining her strength back her exerted strength. Taking the six Elements in her magic, she levitated the to Twilight, the unicorn barely managing to catch them before Celestia’s magic faltered, dropping them into Twilight’s grip.

“Princess! Are you alright?” Rarity asked, running up to the alicorn. Celestia raised a hoof in assurance, calming her worried subject.

“I’m fine, Rarity. I just need to regain my strength. Now, go. Canterlot needs the help of the Elements at once!” Twilight and Rarity looked at each other, each with a sudden look of determination. The fashionista levitated on her Element necklace as Twilight did the same with her tiara. With each unicorn taking two of the remaining artifacts, they raced down the hall back toward the main gate to the palace.

“We won’t let you down, Princess! We promise!” Twilight yelled, disappearing down the dark hallway. At last alone, Celestia allowed herself to crumple under her exhaustion. With her head hanging low, her blurry vision just barely making out the small drops of blood as they dripped from her nose to the floor. She took in a deep breath, sighing it out again. Wiping the dripping blood from the tip of her nose, she examined it on her hoof.

“I remember this...” she thought. “It’s been centuries. Not since Nightmare Moon...” Her nosebleed healed quickly, as she always remembered her wounds doing before. Looking back where the seal had once stood, Celestia felt a new twinge of worry, feeling a familiar pain in the vein in her forehead that was formally reserved for the apprehension she held towards Midnight.

“I have a very bad feeling about this...”

***

“Midnight, that sounds crazy! And coming from me, that’s saying something!” Midnight and Rainbow circled high above the shadow dragon, barely acknowledging the efforts of the Royal guards as they continued their hopeless assault. On the way up to their position, Midnight had taken the time to explain his plan to the speedster pony. “There’s no way, Midnight! We’re not gonna do it!”

“Dash, we NEED to do this! Look!” The pegacorn pointed down at magical monster. Another pass by a squad of pegasi Guards had severed it’s tail. Like so many times before, the limb floated behind the main body of the shadow before rejoining it, unharmed. “Every time they knock off a limb, it reattaches. But before, I saw the Guards cut off it’s arm, and THEN it’s fingers. The fingers DIDN’T reattach!”

“That doesn’t mean anything!”

“Yes, it does! It means we have to blow it apart all at one time! And since Equestria doesn’t have anything along the lines of high explosives right now, we NEED the sonic rainboom!” As much as Rainbow hated to admit it, the stallion had a point. If blowing that thing apart was the only way to beat it, then the rainboom might be that only way to do it.

“Alright, say it would work. WHY do I need YOU to come with me again?” she asked, watching dragon solidify it’s claws again to swipe at the Guards. Midnight pointed to his half-bandaged horn, hovering closer to Dash.

“Because even though I’m not up to full power with this, I can still produce that shield spell Twilight showed me. I can make a magical shell around you and keep you safe from any attack that thing might launch.” Rainbow gave him a skeptical look, not fully buying his reasoning but not really in the mood to argue.

“Alright, fine! We fly together, but you better pull away before I hit that thing! I can’t guarantee your safety when we’re going that fast.” Midnight nodded, looking back down at the dragon.

“Agreed. Just stay close to me so I can bond the spell to you properly.” he said, beating wings to ascend higher into the night sky. Rainbow followed, surpassing him as she reached the altitude high enough that she knew the sonic rainboom would be possible. After a few moments, Midnight joined her. From this height, the air seemed much colder and much thinner than he had ever experienced. The apartment building sized shadow dragon now seemed as small as a bug, it’s form barely visible in the dim lights of Canterlot.

“Are you ready, rookie?” Dash asked, trying her best to maintain her usual air of cocky confidence. Midnight flew close to her, giving his horn just enough of a glow to give the illusion he was casting a spell.

“Ready, teach!” he said with a salute. The two rose a few dozen more meters in the air, Rainbow hovered close to him. Suddenly, she turned in the air and grabbed Midnight, pulling him close so that their chests and bellies were pressed tight against each other.

“Alright, then... HANG ON!!!” The two ponies beat their wings in unison, launching themselves downward as their four wings worked together as if attached to a single creature. With Midnight’s horn glowing brightly, the two barreled straight down towards their wicked target.

***

Luna continued to struggle against the stone bindings around her hooves. Applejack and Pinkie lent their earth-pony strength to the alicorn, the latter having run off earlier and returned with a pair of spears the two were now using to chip away at the stone. Fluttershy, true to her nature, nuzzled close to the night goddess, trying her best to comfort her as one would a trapped and frightened animal. Despite the appreciation she felt for the three mare’s efforts, Luna’s mind was occupied with the state of her current missing champion. Midnight and Rainbow Dash had taken of into the sky more than ten minutes ago and haven’t been seen since. With the shadow dragon fast approaching, his time to pull off some assault against the creature was quickly running out.

“Princess Luna? What happened?!” From behind Luna, Trixie shouted as she saw the state of the princess, Blueblood following close behind her as they both climbed the stairs of the wall. The show mare drew the attention of all four mares, causing them to jump slightly. For now, the rest of the marketplace heroes waited down in the courtyard, anxiously awaiting some type of order to lend a hoof, talon or paw.

“A trap Bedlam set, I’m afraid.” Luna said, shaking her head slightly. “Celestia is off with Twilight and Rarity to work on a dark magic seal around the vault of the Elements.” Trixie and Blueblood looked at each other in surprise. How powerful was this Bedlam that Celestia herself was needed to undo a spell he placed?

“Prince Blueblood and I will go and assist them, then. Five horns might be better than three, in this case.” Trixie said, bowing slightly to the night princess.

“There’s no need for that, Trixie!” Twilight shouted, quickly climbing up the stairs. She and Rarity bounded to the top of the wall, each wearing their Elements as the remaining four hovered behind them. The Elements of Laughter, Kindness and Honesty floated over to the three mares, each necklace attaching itself to it’s respective bearer. Now, only the Element of Loyalty remained without it’s owner. “Wait,” Twilight now said, somewhat worried. “where’s Rainbow Dash?”

“Um, Twilight,”AJ said, dropping the spear tip from her mouth. “Rainbow Dash and Midnight took off a few minutes ago. They’re tryin’ somethin’ to stop the dragon, all by themselves.” Twilight, Rarity, Trixie and Blueblood turned pale, the thought of two single ponies, even ones as tough as Midnight and Rainbow, attacking that monster sounded like madness.

“B-b-but that’s crazy! The Royal Guards can’t stop this thing! What do those two think they can do against it?!” No sooner than Twilight finished that sentence than a low roar came from high above the city. Thousands of meters above the city, the clouds opened up, making way for a quickly approaching air cone with a rainbow tail.

***

The two ponies quickly synchronized their wing beats so that each one of the two were accelerating at all times, both pairs of wings either in the forward or back position at the same time. Both ponies had their right forelegs extended towards the ground, their left forelegs wrapped around each other’s bodies as they moved into a corkscrew spin.

“You hanging in there, rookie?! Do I need to slow down?!” Dash shouted over the almost deafening roar of air as they rushed towards the ground. Midnight shook his head, pointing his foreleg even straighter to the ground.

“Don’t you DARE, Rainbow! If anything, we need to go FASTER!!!” Midnight beat his wings faster, actually surprising the speedster mare and making her adjust her own wing speed to keep their wing power output even. Sure enough, as they slowly sped up, Rainbow caught the beginning signs of a white cone forming in front of them. The stallion’s horn glowed brighter as the cone grew and folded around them, the clouds parting as they moved through each layer towards their target. As the wind whipped at both their faces, Midnight’s horn flickered and blinked out, much to Rainbow’s surprise.

“Midnight... your horn! The shield spell is off!” The stallion seemed not to notice so much, however Dash thought she noticed some hint of a hurt look form. He turned his eyes toward her with guilt in his eyes.

“Dashie... there was NEVER a shield spell!” he shouted. Before the pegasus could respond, she felt Midnight’s two forehooves press against her belly, separating their bodies slightly, their forelegs still holding  each other tightly.

“What the buck do you think you’re doing?!?” RD asked, beginning to panic. Suddenly, he pushed his forehoof against her chest, planting it firmly against her mid-section.

“The best I can!!! Goodbye, Rainbow!” With a single buck, Midnight pushed at Rainbow’s hind quarters and mid-section, launching the mare sideways and out of the growing cone of air. Rainbow tumbled and rolled in the air, barely able to regain her composure as she watched midnight extend both forehooves straight down towards the shadow dragon, growing ever closer.

“Oh, no... he’s not... can he...? “

***

Midnight could almost feel his fur and skin being pulled off his body with each lick of the wind. The air cone was now bending almost directly around his body, the center touching the tips of his hooves as the dragon grew larger in his vision. This still didn’t make sense to him, but here he was; a living creature, not very aerodynamic to begin with, on the verge of a sonic rainboom. The screech of the air around him was deafening as he grew closer, alerting the shadow dragon to the coming attack. The massive dark creature looked skyward as Midnight zeroed in, the two destined for a massive impact within seconds.

***

The ponies watching below gasped as a rainbow-colored object flew end over end from the streak headed toward the dragon. The small object seemed to catch itself, then et down to try to intercept the main object, but to no avail.

“He wouldn’t...” Twilight said, staring up.

“He COULDN’T!” Luna added, somewhat more urgently.

The ponies in the courtyard and on the defense wall all watched in disbelief as a grey and red streak rocketed down onto the shadow dragon. As the dragon noticed the scream of the coming sonic boom, it paused, turning it’s head skyward. Opening it’s huge, gaping maw, the group watched in horror as they saw the beast’s huge teeth solidify, suddenly shining in the darkness as they awaited their prey. Midnight couldn’t help but notice how quickly the dragon grew so huge. As he touched his forehooves together, he noticed the monster look up, it’s teeth growing corporal, awaiting his arrival.

“Oh, this is gonna suck...”

Midnight flew at full speed directly down the waiting dragon’s throat, it’s vaporous jaws clamping shut as he entered. Suddenly, a bright flash erupted from within the beast. The dragon began to glow and swell, it’s body starting to inflate like a balloon as it’s swirling shadowy-black color gave way to a myriad of colors. Growing brighter and bolder, the body of the creature finally exploded in a vibrant splash of light and spectral beauty, a bright shining rainbow erupting out of it as it’s body was blown apart into a thousand wisps of smoke.

“MIDNIGHT!” Luna cried at the sight of the explosion. Instinctively, she beat her wings, rising up into the air as the spell holding her hooves in place was nullified. A single bright beam of rainbow light streaked down the main street of Canterlot, heading straight for the palace gates. The rainbow beam broke through the heavy wooden and iron gates of the courtyard with a mighty crash, continuing it’s course as it screamed through the yard and through the main doors entering the foyer.

“Quickly! We need to find him! Everypony, come on!” Luna shouted as she dove down into the courtyard, following the path of the rainbow streak into the palace. The elements, Trixie and the others all followed, galloping quickly after the panicking alicorn as she followed Midnight’s line of destruction through the palace.

***

“I need to get back to the court yard... My little ponies need me...” Though she was recovering quite quickly, Celestia still felt a little woozy. Making her way through the dark halls back to the courtyard, she felt light headed, still not back to full power. The sun regent had just begun walking normal again as she reached the main foyer, the flashes of unicorn magic outside causing the large room to light up and darken between blasts. “I have to get it together... Come on, Celestia. Time to mare up.” she said to herself, shaking off the dizziness as she stood up straight. Taking a moment to get her game face back on, the alicorn started her march back outside, ready to face the shadow dragon head on.

Just as she reached the palace front doors, the shock wave hit. The doors rattled. The floor rumbled under her hooves. A bright wave of rainbow light flashed across the windows. And finally, the doors of the foyer blew open with an explosive blast, sending her back as a heavy object rocketed through the doors, streaked across the wide open room and crashed through the wall behind the stairs and beyond. Celestia rolled across the floor, crashing hard into the base of the stairs with a thud. She lay there for a moment, once again in pain from the unexpected impact. As she lay there in pain, Celestia noticed the sound of dozens of approaching hooves gathering around her. Several hooves had taken hold of her, slowly raising her back to a standing position.

“Sister! Are you alright?! What happened?!” Luna asked, throwing her forelegs around her sister. The sun alicorn stood again, looking over the crowd in they foyer with deep concern.

“Luna? Twilight? What happened? What was that?! Where’s the shadow dragon?! Did the elements stop it?” Luna loosened her embrace, standing before Celestia with a mix of happiness and disbelief .

“Celestia... Midnight stopped the dragon! He actually preformed a sonic rainboom!” Luna beamed, quickly flanked by an annoyed looking Rainbow Dash.

“And, he KICKED me! I can’t believe that rookie KICKED ME out of my own signature move! I TOTALLY had that!” Dash pouted, crossing her forelegs in front of her. Celestia breathed out a sigh of relief, allowing the tension of the battle to finally leave her. Standing tall before the crowd, Celestia addressed them like the ruler she was.

“Thank you all, my ponies.” she said, looking over them with a smile. “And griffon, and buffalo, and diamond dog as well. Through your combined efforts, Canterlot is safe for another day. I can’t express how grateful I am for all you have done above and beyond the call of the average citizenry. Canterlot, my sister and I all owe you all a debt of gratitude.”

“Don’t forget about Midnight, Princess! He’s the one that figured out a way to beat that big baddie!.” Pinkie added with a smile and a bounce. “That attack was totally AWESOME!”

“Yeah, but he had some help!” Rainbow Dash was sure to remind them, causing several of the group to giggle. Celestia breathed one last sigh of relief, then looked around for young stallion.

“Well, has anypony seen Midnight? He deserves thanks as much as... oh, my.” Celestia’s eyes turned to the top of the foyer stairs. In the wall behind her was a large hole, leading straight through into the palace. “Oh, no...” The sun princess trotted up the stairs, followed by her sister and the other. Gazing into the hole, it became apparent just how fast Midnight had been traveling when he performed the rainboom. As far as the eye could see into the dark palace, there were holes in several walls leading straight from the foyer, but still no sign of Midnight. Luna quickly stepped through the hole, rushing across the next room in search of her champion.

The speed at which Midnight flew through the palace was staggering. Thus far, he had managed t not only break through the heavy iron and wooded doors to the main courtyard, but also the decorated doors of the foyer, out the back wall through a storage closet, out THAT back wall through the entire length of a hallway, through two dumb-waiter chutes and through the huge doors of the Royal Library, finally stopping as he embedded himself in the wall at the far end.

As the princesses and the group reached the library, Celestia’s blood ran cold. Luna ran up to Midnight, his hind legs sticking out of the wall at the base of a large mural in the back of the library. She managed to slowly levitate him out, laying him down on the floor in front of her as she attended her hero.

“Midnight, are you alright? Please, speak to me!” The pegacorn blinked a few times, shaking himself back to coherence.  

“... anypony else wanna take a shot...?” he murmured with a grin, causing Luna to laugh in relief. She leaned back a little to give him room to stand. Reaching out a hoof, he tried to grab onto some of the debris from the broken wall to right himself. As he pulled himself up, the stone and rubble gave way, collapsing the wall into the library, revealing a long, dark stairway leading down into the palace.

“Oh, no...” Celestia thought. “Of all the places for him to land, it had to be here...” Luna and the elements peered down the stairs, a small torch on the wall sensing their presence and flickering to life.

“Tia... what in the world is this?” The sun goddess cringed at the words. The look Luna was giving her might as well been a dagger in her chest. She never knew about it. Celestia had went out of her way to keep it a secret from her. But now... she had to confess. Celestia turned to Trixie and the rest of the heroes, trying to keep the nervousness out of her voice as she spoke.

“I’m sorry, friends, but there is something urgent I need to discuss with my sister and the Elements. I... I’d like you all to find Dusty and Sky Shield. Tell them we will join you all shortly in the throne room. Please... excuse us.” Celestia waited for them all to exit the library and go down the hall. As the doors at the end closed, Celestia threw up a shield spell, making sure to keep anypony else from entering the library and disturbing them. She turned, greeted again by confused looks by her sister, her student and most trusted friends.

“Tia... talk to me.” Luna begged. “What’s going on here?” Celestia didn’t answer. Instead, she walked past Luna and stepped over the rubble, slowly making her way down the hidden stairs.

“Everpony... please, follow me. It’s time you all learned the truth...”

***

Celestia remained silent the entire rest of the way, walking slowly and with an air of sadness, as though she was headed to a funeral. Twilight and Luna followed directly behind her followed closely by Applejack, Rarity, Fluttershy and Pinkie, with Midnight and Rainbow Dash in the rear.

“RD?” Midnight said, timidly. “I’m... sorry I kicked you. I just didn’t want you to get hurt if... you know... my plan didn’t work.” The young stallion lowered his head, knowing he only did what he needed to do, but still feeling bad that he had to strike a mare. Rainbow furrowed her brow, truing to maintain her anger with him, but let it go just as quickly, giving him a smile.

“Aw, don’t get all mushy on me, rookie. I forgive ya. And by the way,” she added. “nice form on that rainboom.” Rainbow Dash gave him a wink, eliciting a smile from the nervous stallion just as the group rounded the last corner in the winding tunnel. The ill-lit passage gave way to a huge, expansive chamber, the large torches around the room springing to life as they entered.

“Welcome, everypony, to my private gallery.” Celestia announced as they all filed in, the eight ponies walking about as they stared in awe at the items before them. Decorating the walls of the room were ancient paintings and large tapestries, depicting battles and kingdoms unlike anything the ponies have ever seen before. Marble carvings and dozens of artifacts were on display, created by and designed for beings that had neither hooves nor claws. Under glass cases, ancient scrolls were preserved by powerful spells, keeping them frozen in time. All around the huge, round room were mementos and reminders of a world Celestia had hoped to forget, but knew she never could. And sitting on a large incline in the center of the room, stood three short pillars, containing the centerpieces of Celestia’s collection; one containing a rotting, leather strap, the next, a broken arrow, and the final case, a tarnished, golden helmet, still containing the skull of the human who wore it in life. Midnight walked up the platform and stared at the three cases, silently taking in the sight before him. Celestia walked up behind him, slowly extending a wing across his back. The human-pony turned to her, finding himself unable to speak. The Elements stood near the stairs of the platform, all too frightened to climb up, let alone question the meaning of all this.

“How?” Luna was first to speak, walking up behind her sister, a noticeable tone of anger in her voice. “HOW?! HOW, Celestia?! How do you have all this?! Where did you get them from?!” The night goddess stomped a hoof, the impact reverberating of the high ceiling in an deafening echo. Celestia lowered her head, defeated in the realization that her centuries-old secret was now discovered. It was finally time for her to come clean.

“Luna... do you know how we were born?” The simple question took Luna by surprise, though still doing nothing to calm her rising anger. Slowly, she recalled the story her sister had told her long ago.

“We were born from the earth, sister. As you said, we are living deities, avatars of the sun and moon, brought into existence to represent and maintain the cycles of the cosmos. The same as Lord Behemoth of the dragon tribes maintains the inner workings of the planet and King Veloc of the griffin kingdom. We are all embodiments of the different aspects of nature.” Luna finished as Twilight stood beside her, adding to the legend.

“That’s the story of the beginning of life on Earth. All the sentient creatures of the world were born from the earth to fulfill a purpose, to be the guardians of the wold and take care of it and each other. It’s basic, kindergarten knowledge.” Celestia closed her eyes and sadly shook her head. Luna and Twilight had recited the story Celestia had told the first residents of this world so many centuries ago.

“No, Luna. I’m sorry to say, but... that’s all a lie.” Celestia turned away, looking over the helmet and skull, a tear starting to form in her eye. “The truth is... gods like us aren’t born... we are killed.” Celestia strolled around the platform, examining the three main items. Fighting back a tear from her eye, she sat down, the others gathering around her. Lowering her head, she took a deep breath. It was time.

“It was more than ten thousand years ago, on Midnight’s human home world. The entire world was young and wild, free and unspoiled. Food and land was plentiful, and wild animals flourished and thrived. Wild animals... like me and my herd.” The sun goddess sighed out, the memories of her early years bringing back old, hard emotions as she continued. “I was only a young filly at the time. Not much older than you were, Twilight, when I took you on as my personal apprentice. The only difference was, I was born an earth pony.”

“An EARTH pony?! Sister, how is that possible?” Luna interrupted. Celestia raised a hoof, her eyes already glistening as she continued.

“Back then, there were just as many creatures on Midnight’s earth as there are in our world now. Earth ponies, pegasi, unicorns, dragons, griffins, hydras, manticore, sea serpents and countless more, all living together in harmony. The world was large and unspoiled enough for all creatures to live their lives and not interfere with each other. Herbivores, such as equines, bovines and so many others had plenty of plants to eat and land to roam, while dragons, hydras and other meat eating species had plenty of non-sentient animals to hunt and eat.. All the world was peace and harmony, operating in perfect balance. As for me, I had mother and father, and our herd had it's land to run on and graze and live. It was paradise. At least, until the humans came.”

“Ten thousand years ago...” Midnight thought out loud. “That’s around the start of human’s recorded history, give or take a few centuries. It’s also about the time that some of the most ancient legends about all those creatures you mentioned started.” Celestia gave a half-hearted smile, keeping her eyes fixed on the ground.

“I still remember the first time I saw humans. We all were in a large field on a bright, sunny day, grazing in the early hours of the morning. I remember the herd slowly growing quiet, some of the ponies becoming suspicious of something... something in the nearby forest. That’s when it happened. They came out of the woods, at least one hundred off them at once, all screaming and roaring as they ran towards our herd. They had ropes and clubs and spears, all of them. One by one, they either captured or killed every pony they came across, working their way through us as we started to run away.” Tears began to slowly roll down Celestia’s face, the princess swallowing hard the hurt brought on by the painful memories. “We reached the far end of the field, and were about to enter the safety of the plains, but... they were waiting for us there as well.” Celestia stood up, moving between the two glass cases that held the leather strap and the broken arrow. She raised a hoof, gently touching it to the glass of the strap.

"But... humans aren't like that!" Midnight protested, feeling a lump of disgust growing in his throat. "Humans wouldn't just attack and murder creatures like that! That's... that..."

"That was their tactic, back then." Celestia finished. "Later, I learned that a common hunting strategy was to run into herds of their prey, slaughter everything they could in the confusion and reap the rewards afterwards. Not very advanced, but brutally effective." Midnight felt sick, the very idea of these beautiful creatures being killed by his people turned his stomach.

"But, couldn't you, ya know... communicate with them? I mean, surely, if you talked to them, they wouldn't -" the pegacorn-human stopped, noticing Celestia slowly shaking her head.

"In those days, equines, griffins, dragons and all the other mystical creatures were no more intelligent than rodents or birds are on our world now. We had the basic inklings of intelligence, but nothing like we have, now. We were little more than cattle to be taken at will." Midnight opened his mouth to keep his line of questions going, but decided against it upon seeing the sadness on Celestia's face. Silently, he sat, waiting for her to continue.

“In the confusion... I was separated from mother and father. There were so many ponies all around me, being killed, trampling over each other and over the humans as they fled and fought their attackers. I was terrified. I couldn’t find my parents.” The sun goddess sniffled, wiping away a tear before continuing. “It was then that... they captured me. I remember turning just in time to come face to face with on of the humans. He had a heavy leather strap in his hands. This very one.” she said, motioning to the case. “He threw it around my neck. As I struggled to get away, it only grew tighter. More came, helping him hold me, keeping me from running away, from find mother and father. As one approached from behind me, I bucked back, striking the human in the chest. His companions... didn’t like that.” More tears flowed freely as Celestia turned her gaze to the case holding the broken arrow. Midnight and Luna looked over to the Elements, each of the six laying before their sun princess silently, their eyes wet with tears as well.

“The arrow struck me in the neck. I remember... being unable to breath. I struggled harder, bucking and rearing up as I fought, each of my movements getting weaker as the humans got closer. They held me down, beating me with their clubs as they held me in place with that strap. I could feel my life fading as I collapsed. The last sight I remember before the world went dark was mother and father running off in the distance with the rest of the herd. They had survived. That was all I needed. I closed my eyes... and let the dark take me.” Luna moved closer to her sister, leaning into her with a gentle embrace. The two sat like that for a long time before Celestia found the strength to continue.

“But there, in the dark, there was a small light. Distant, at first, but it grew. Bigger and brighter, hotter by the second until it engulfed me. Suddenly, the world came back. I was there, with the humans again. But this time, something was different. I was above them, floating off the ground as they shied away in fear. I didn’t understand what was happening. All I wanted to do was run. I wanted to get away. So... I flew.” Celestia looked back as she extended her wings, smiling slightly through her tears. “I actually flew. At the time, only pegasi ponies had wings. But somehow, like magic, there they were. I took off like a comet, just wanting to get as far away from the humans as fast as possible. I remember the light around me blurring and shifting in my gaze, becoming hotter and stronger. Finally, the light broke in a brilliant explosion of color. That’s how I first found Equestria.”

“Sister... you found Equestria...?” Luna asked. Celestia shook her head, sniffling again.

“Well, to be more accurate, I found the land that would BECOME Equestria. I wound up in this very valley, the site where Canterlot sits now. It was rich with life and pure. Unspoiled and natural as anywhere else I had ever seen. I walked through the fields, content in the fact that I somehow escaped the humans. It was only when I leaned down beside a lake to take a drink that I noticed how I had changed. I was no longer a simple filly, but something much more. I had a horn now, like the many unicorn ponies I had seen in our travels. On my back were two beautiful wings, as strong and as fast as any pegasi. But even more than that... I had power. The strap was still around my neck, and the arrow still in my throat. I removed them with but a thought. I could fly, and move objects with my mind... Somehow, when I was ki... when I died... something happened to me. I was granted all this power. I had access to an almost unlimited supply of magic energy. And more than that... I suddenly found I was much more intelligent than I was before. Ideas and thoughts I never had before flooded my mind, almost as though a floodgate had opened and the waters came rushing forth. I knew how to traverse the dimensions between my old home and this new world. I knew how to think logically, plan ahead, form strategy...  It was all so incredible. But also, very frightening. This new world was empty of any animal life, save my own. I wanted my old herd again. But more than that, I wanted my mother and father back. I just wanted to be by their side. I laid down by the water, wishing to be back with them again, and... in an instant, I was.”

“I found myself in the very field where the attack had occurred. The humans were gone, leaving the remains hundreds of dead ponies in their wake. It took some time, but I eventually tracked down my herd. They were very few in number, now. Weak and struggling. I wanted nothing more than to go down and rejoin them but...” Celestia spread her wings out once again. “... I knew I would only frighten them. They weren't as intelligent as I was now. Seeing me in my new form would only confuse and scare them away. Instead, I made it my job to keep them safe. For years, I watched over them from afar, steering human forces away from them, guiding them secretly to secluded valleys and plains, far from reach. And eventually... mother and father gave me a little sister to watch, as well.” Celestia looked over her younger sister, still staring in disbelief. All this new information was almost too much for her to bare.

“Why didn’t you ever tell me any of this? Why... why keep this all a secret for so long...?” Celestia cringed at Luna’s words, each one dripping with pain. Midnight moved closer to her, extending a wing over his princess in comfort.

“Because I didn’t want you to know... that you got your powers the same way.” Celestia answered. “I watched you grow from a foal to a beautiful young filly. And as you did, so did our herd. But despite my efforts to keep you all safe, the world began to change, and not for the better. Humans grew in number by the hundreds every year, expanding their territories and waging wars, hunting and killing and conquering. Every creature in the world was fair game. I did my best to hide you, but deep down inside, I knew it was only a matter of time.”

“Our herd was on the edge of a large forest, far away from where I had met my end years before. I watched as you played and ran with the other colts and fillies, Luna. You were so innocent and beautiful...” Celestia paused, her voice cracking as she tried to choke back tears. “You found your way into the edge of the forest, grazing on the flowers of one of the trees. I was watching the herd at the time. I swear, I didn’t see the hunting party as they approached...” Celestia broke down, freely crying into her hooves as Luna wrapped her forelegs around her. The two sisters cried as they held each other, the Elements all doing the same. Midnight could only turn away in shame, hating the fact that he ever belonged to a race of beings that could be capable of harming creatures such as they. It took a few minutes for Celestia and Luna to gather themselves, the elder of the two clearing her throat as she continued.

“I heard mother and father’s cries and raced there as soon as I could. By the time I got there, however, they were already gone. And a moment later... I heard the humans take you, as well. And when I reached the humans that killed you... I made sure it was the last thing they would ever do... ” Celestia turned, facing the tarnished helmet, the skull of Luna’s killer still inside. “I whisked you away as fast as I could. Before I knew it, I had broken the barrier once again, finding myself in that beautiful, untouched world once again. I mourned over your death. But then... a miracle happened. You... you started to wake up...”

“And the first thing I remembered was... you...” Luna added, staring wide-eyed at her sister. Celestia turned away in shame, tears still dripping from her eyes as she tried to continue.

“I... I wished you could forget... forget all that they did to you... even forget about mother and father, so... so you’d be spared the pain of knowing you had lost them...” Luna held her sister tightly, her mind racing with countless questions as the sun goddess wept into her shoulder.

“Tia... that’s why... why I can’t remember anything about mom and dad...? You... took my memory...?” Celestia nodded against her sister, sniffling and crying harder.

“I swear, I didn’t know what I did... I never used magic before. I... I didn’t even understand how I broke through the dimensions, let alone what they were. By the time I realized what I had done... I couldn’t bare the thought of putting you through more pain... by making you remember... Please, Luna... please forgive me... I’m so sorry...” Luna continued to hold her, feeling her tear soak into her coat as the sun princess broke down against her. Luna closed her eyes, tears already steadily flowing from her eyes as well as she willed herself to speak.

“I... I forgive you, sister...” She squeezed Celestia tighter, the older sister sobbing louder momentarily in relief as she rubbed her hooves against her little sister’s back. Celestia and Luna took a moment to gather themselves before the sun princess broke the embrace and continued.

“That was the last straw for me. These... humans had taken my life, and the life parents and ow had tried to take my innocent little sister. I decided that these creatures were too destructive to allow to live.” Celestia looked towards Midnight for just a moment before quickly turning away. “I returned to the other world intent on finding the human’s herd and wiping them all out. They had tried to kill me once and failed, so I decided that they didn’t have whatever it took to do it. Also, my body had changed so much since I was revived, my new appearance would be more than enough to frighten them into a frenzy. After I reassured you that you were safe and wouldn’t be harmed in our new world, I returned to our parent’s world to finish them off.”

“Celestia...?” Midnight spoke, barely above a whisper. The princess looked up to him, almost surprised he had interrupted her. “Did you... did you ever find them...?” His voice was shaky, his voice cracking slightly as he timidly asked the alicorn. Celestia gave a half-hearted smile, shaking her head.

“No, Midnight, I didn’t. Because I discovered something else. As I flew above the clouds, looking for any sign of the human’s hunting party, I sensed something, very far away. Reluctantly, I followed the feeling and... I found Behemoth and Veloc.”

“Who?” the stallion asked, tilting his head slightly. Luna turned to him, leaning into his field of vision.

“Lord Behemoth and King Veloc." Luna answered. "I don’t think we ever spoke of them before. Behemoth is the ruler of the dragon territories and all the dragon tribes. He also maintains the tides, earthquakes volcanoes, the same way Celestia and I control the sun and the moon.” Midnight’s eyes widened at this news, leaning back a bit.

“Unbelievable. And I guess that King Veloc is the griffin equivalent of an alicorn, as well?” he surmised. Luna nodded in response.

“Yes, he is. Not only is he the ruler of the griffin nation of Althera, but he monitors the changing of the seasons.” Luna spoke about the other two god-creatures like she was speaking about old friends. Midnight only sat there, wondering how he had ever missed learning about the two other rulers. Celestia took a breath and continued with her explanation.

“At first, the two terrified me. Behemoth was more that ten times my size, and Veloc’s claws did nothing to calm my nerves, either. However, perhaps of my own power emanating out, they were very calm and welcoming. Much to my surprise, though... they could speak. They spoke to me, and again to my surprise, I understood. I had never tried speaking before, let alone tried to have a conversation.” Celestia chuckled slightly, remembering the details of their encounter fondly, almost whistly reminiscing for a moment. “They told me they had felt my presence before, but were too frightened to ever go look for me. The fact that two predators as large and powerful as them would be frightened by anything surprised me. However, when they told me of how Behemoth, his mate and their entire clutch of eggs were killed by humans, I understood. Veloc went on about how he was the last of his flock, shot from the sky by human arrows as he tried to fly away. They had struck again, it seemed, again attacking innocent creatures. And after I told them of myself and you, Luna, we had decided that we had had enough.”

“We had all come from lands very far away from one another, the news only adding to our already deep sorrow. That meat that humans were, by now, all over the world, hunting and killing animals at want, seemingly without mercy. Trying to kill them would lead to a full-scale war between the three of us and the entire human race. But war and death was not out way. That was the way of humans. So, we decided to leave.” Celestia stood up, looking over the Elements as they all sat silently, Twilight with her mouth agape, trying to process all this new information and how it contradicted everything she had ever learned about the Earth’s origins.

“I explained about the new world I had discovered, and that it seemed completely free of humans. Behemoth and Veloc were both overjoyed. The thought of a human-free world where our races could live was too appealing to pass up. We decided amongst ourselves to gather as many other creatures as we could find and take them there. If humans had hunted and killed our species, then they must have done the same atrocities to others, as well. Behemoth would find as many dragons as he could, while Veloc would search for griffins. I, however, would look for all earth, pegasi and unicorn ponies I could find. We agreed to meet in one of the large, secluded forests of the world, gathering our people in one place for transport to the other world. I didn’t have to look long to find other equines that were persecuted by humans. Everywhere I searched, I found ponies of every kind, living out their own human horror stories. They were all surprisingly eager to leave with me for a world safe and free of human attack. When I brought my ponies to the forest, I was shocked by just how many other dragons and griffins wanted to leave their world for something safer. We all gather around in a large section of forest as I explained the transport ‘spell’ to my two fellow gods. But something strange happened. We managed to take all our followers with us to the other world, but we took a great section of the forest, as well. In fact,” Celestia said, looking up toward Twilight and her friends. “The forest wound up right outside the future spot of Ponyville.” Twilight stood up quickly, her mouth open in pure shock.

“Princess Celestia... the Everfree Forest?” The princess nodded, causing the other five Ponyville natives to gasp.

“That is why the forest doesn’t work by the same set of rules as the rest of our world. Even it’s name implies that it is from a separate world as ours, Ever-free of need to be tended and maintained. That is why so many strange creatures have been produced there. The influence of magic on the natural progression of life in the forest is responsible for the creation of everything from parasprites to timber wolves to quarry eels. And that wasn’t the first time we used the forest as a portal to our old world.” Luna looked to her sister in sudden realization.

“All those times you disappeared in those early years. You would leave for weeks on end, never telling me where you went.” Celestia nodded, feeling the weight of this centuries old secret falling away as she continued.

“Every time was a separate trip to our old world, gathering more and more creatures. Bovines, donkeys, giraffes, zebras, buffalo, minotaurs, hydras, manticore, gargoyles, kitsune... so many other creatures wished to join our new world."

"Wait... you brought the manticore and hydras and all those other... MONSTERS to your new world?" Midnight asked, somewhat confused. "Why would you bring those things here? I thought you wanted to get AWAY from horrible things that wanted to eat you." Celestia gave a half-hearted chuckle,

"I know it may seem strange to save creatures such as those, but they were being driven to the point of extinction by the humans, as well. I couldn't in good conscious allow them to die out, knowing I had the power to save them. Even though I tried to put them in areas of the world farthest away from the more intelligent species we've saved, still some found their way to the less traveled areas of our new civilizations. Seems like a bad decision in hindsight, doesn't it?" Celestia shook her head, picking up her story from where she left off.

"As the larger, more powerful races found themselves left free to live as they chose, Veloc, Behemoth and Luna and I started to notice something. Our species... started to become more intelligent. Slowly but surely, they developed languages that reflected what the four of us already spoke. They started creating and using tools to make work easier. They even started creating shelters for themselves. It was all exactly like I noticed the humans doing on their world. Somehow, I believe the minds of our creatures were still linked to the consciousness of the world we left behind. But without the unnatural aggression the humans had, there was no real need for ponies, griffins or any other species to stray too far from nature like the humans did."

"And so, the new world we began was on it's way. Behemoth, Veloc, Luna and I found our roles, controlling the aspects of nature that, curiously enough, didn't work like they did on our old world. We allowed our people to exist, free and unchecked, while we all made regular trips back to our old world to save as many creatures as we could find. It continued that way until... he arrived.” Celestia’s tone suddenly grew dark, a small chill running through Luna as she realized of who Celestia spoke.

“Discord... that’s when Discord arrived, during your last trip to our home Earth.” Celestia nodded, steeling herself to finish.

“His arrival stunned all of us. Behemoth and Veloc were with me on our old world, our trips overlapping as I made my way back to find Discord and you in battle, dear sister. He had sealed off the wall between the two worlds, trapping our two fellow gods in the human world, leaving you and I as the sole defenders of our new home. At times, I thought he would overtake us. His magic was more powerful than anything we had ever encountered. But just when everything seemed lost, THEY appeared.”

“The Elements of Harmony. I remember that day.” Luna mused, looking to Midnight and the Elements. “Celestia and I had a brief respite, waiting for Discord to strike again at some other area of the world. The elements fell from the sky in a great ball of fire right before us. We thought it was the draconequus attacking, but when we investigated, we learned just what we had in our possession. I remember, I wielded the Elements of Laughter, Kindness and Generosity.”

“And I the Elements of Magic, Honesty and Loyalty. Together, we managed to defeat Discord, albeit just barely, and trap him in his stone prison. Behemoth and Veloc were allowed to return to our world, Discord’s power finally sealed away. He stands in the Royal Garden’s statue section to this day, just another piece of art. It’s the last place anypony, or anything else, would look for him.” Celestia clarified to her subjects. “That was more than three thousand years ago. Since then, ponies, and all the other races of our world were free to live as they pleased. The more wild species, hydras and manticore and such, stayed in the wild places of the world for the most part, while many more species began living together and forming their own cultures. Written language, organized communities, trade amongst each other. But something seemed... foreign, somehow.”

“One last time, I returned to human Earth, this time in disguise. I posed as a human female and traveled through their world in secret. Somehow, as human societies developed, their culture, languages and technology bled through the dimensional barrier into the minds of the races of our world. It seemed that their was a connection between the two worlds that neither I nor any of the other gods could explain. But if all our subjects were happy and living in peace, we could accept that. There was also one more crucial point I noticed about the humans' world. Somehow, it was now almost completely void of magic." Celestia shook her head in confusion. "I searched the world, but try as i might, I could not find any strong sense of magic anywhere. The human world was now radically different from our new world. Also, I noticed that the more aggressive creatures, like hydras and such, were now completely gone, while the human world counterparts of the creatures we saved were somehow reduced to mindless beasts. After that, I decided to finally break all contact with they human earth, I had given up on it completely as ever being a place suitable for any of our rescued species to ever return to again. However, it was about that time that something else interrupted our lives. Specifically, the lives of you and I, Luna.”

“It was about that time... I first felt the presence of Nightmare Moon...” Luna bowed her head, the memory creeping back into her mind like a shadow. “It was subtle, at first. When our subjects shunned the night, I started getting those depressing thoughts... I was so sad at first, but then...” A shudder went through her body, the night princess closing her eyes. “... then the voices started. She... spoke to me, through dreams. Soon, her voice could even be heard while I was awake. After that, there was no escape from it. She spoke to me, making me believe all the painful thoughts I ever felt were real. I couldn’t escape them. So, eventually... I believe them. That was all it took.”

“That’s when I almost lost you a second time, dear sister.” Celestia said, nuzzling against the night goddess. “That dark half inside you took control completely. The power of the Elements of Harmony was almost too much for me to wield as I tried to purged that evil presence from your mind.”

“Nightmare Moon was a split personality.” Midnight remarked. “All that hurt and feelings of neglect somehow turned into... that... THING. She took over when you felt like you had nowhere to turn.” Luna nodded, turning her eyes to the ground. She already knew what came next. Celestia placed a hoof on her sister’s, coaxing Luna to continue.

“I remember how she retreated into my mind just before I was sent to the moon. I remembered how she took me over again, just as the barrier keeping me there was removed. But she never expected six normal ponies to wield the Elements as you six did.” Luna said, addressing the six friends from Ponyville. “She didn’t have time to retreat this time. She took the full force of the Elements, and was finally driven out.”

“And that all leads us up... to now. I believe you all know the rest of the story after that.” Celestia concluded. “And now, after all the work and toil, after all the pain and struggle, Bedlam has come, looking for his little brother, Discord, and wanting to destroy this world we all have come to call home.” As if finally released from an immobilization spell, Twilight finally managed to find her voice.

“Princess Celestia... why?” Twilight asked through glistening eyes. “Why wouldn’t you and the rest of the gods allow their subjects to know where we came from?”

“How could I, my faithful student?” Celestia replied. “How could I let you and all the rest of the world know that we were all... refugees? Nothing more than wild animals at the time, fleeing from merciless hunters? Hunters that now rule the world we formally called home? The same hunters who’s society indirectly influenced our world with their thoughts, dreams and ideas! Never! We could never allow the pride of our subjects to be utterly destroyed by exposing the horrible truth.”

“But Princess, look at what you’ve accomplished.” Midnight added. “You’ve gone from a world of supposed ‘wild animals’ to one that I think is GREATLY superior to what humans have now, and in a shorter amount of time! Hell, I know that MILLIONS of humans would love to live in a world like this; free of major crimes and pollution and war and all the other cruel, heartlessness they live with, day to day.” The human-turned-pony looked away, turning his gave to the floor. “... humans don’t know what they’re missing, not living like you do.”

“But YOU know, Midnight.” Celestia said, standing up and moving to Midnight’s side. Gently, she placed a hoof on his shoulder as she sat down beside him. “From the moment I heard you claim you were a human, I hated you. I hated you, even though you never gave me a reason. And for that, I am truly sorry. I lied about knowing your race, and about how to send you back. But I will lie no more. I will not force this body or this world on you any longer.” Midnight looked up, almost afraid at whatever might come next. “Midnight, this battle with Bedlam isn’t yours. You have a life elsewhere, and an entire world to call your own. If you want to, you need only say the word. I will cast a transmorphing spell on you to change you back, and I will send you home.” Luna gasped, moving to stand beside Midnight, only to have Celestia extend a wing and cut of her path. “Luna, please... it has to be his choice. And deep down, you know it’s the right thing to do.” The night goddess looked at her champion, feeling on the verge of tears as she looked him over. Midnight slowly took a few steps away, seeming to ponder in deep thought Celestia’s words. After but a moment, he turned back, a look of resolve in his eyes.

“Thanks, Princess, but no thanks. I’m not going anywhere.” Luna had to fight to keep her joy contained. Still, she could not resist the urge to push past Celestia’s wing and wrap a foreleg around him, tightly embracing the young stallion, causing him to do the same. They released their hold, Midnight noticing war smiles on the faces of the six Elements at his decision. “If you’re really going to win against this psycho Bedlam, then you’re gonna need all the help you can get. He claims he spent time on my Earth, and I don’t doubt it; mercenaries, robots, that shadow dragon... I bet this is the first any of you have ever seen of anything like that, let alone the destruction they could cause, huh?” The mares looked each other over, all of them almost too ashamed to admit how stunned they were at the violence displayed by Bedlam and his followers.

“Well, ladies, humans see chaos like that on an almost daily basis. Hell, we ENTERTAIN ourselves on stuff like that! I grew up watching stories and playing games that had that kind of craziness as the central theme. If anything, I think that might make me your best bet to counter Bedlam’s attacks.” Midnight started waling around the room, looking over the various pictures and tapestries on the walls. This was the most charged he had felt since arriving in Equestria. Even the thrill of learning how to fly ad summon his magic didn’t compare to the rush he now felt, already planning ways to counterattack against the chaos lord’s threats.

“Pardon me, Midnight, but um... exactly HOW are ya plannin’ to stop this Bedlam fella?” Applejack asked, giving the grinning pegacorn a skeptical look. Quickly, he rushed up and took the farmmare by the shoulders, giving her a good shake.

“How?! By getting our hooves on Bedlam and kicking the living BUCK outta him, that’s how!” He released her, starting to trot around the six Elements as he continued. “We’re gonna throw that mis-matched flank of his right out of this dimension. We’ll send a message to all those other draconequi brothers and sisters of his that this particular Earth is nothing to mess with!” Fluttershy quietly worked her way between AJ and Rainbow Dash, clearing her throat gently before speaking.

“Um, Midnight? I’m sorry, but... that sounds awfully dangerous. A-are you sure we have to fight him this way? I mean, he does have some pretty scary friends and tricks up his sleeve.” Midnight stopped, taking a breath to calm himself down a bit. He had been getting ahead of himself, and realized he needed to clarify his plan. As much as he enjoyed the thought of making that monster pay for what he had done, he knew this would need to be planned out to the letter if it was going to work. He stopped and sat on his haunches, holding a forehoof to his chin.

“Hmm... well, when there’s some bad guys that are too much for normal law enforcement to handle, the police call in a SWAT team. That stands for Special Weapons and Tactics. They handle all the crazy, over-the-top criminals the regular guys can’t.” The Elements and princesses looked at each other, trying to picture the kind of warriors Midnight might be referring to.

“Hey rookie, Equestria doesn’t have anything like your SWAT team at the moment.” Rainbow Dash added. “I mean, HELLO? We’ve been at peace with all our neighbors for hundreds of years! Where are we gonna find a group of warriors like THAT?” A sly grin formed across Midnight’s face.

“I believe we have a group like that right upstairs, RD.” Twilight ad the others gasped, recognizing exactly who Midnight was referring to. The purple unicorn shot up straight on her hooves, eyes wide in shock.

“Midnight, you can’t be serious! Gilda?! Blueblood?! TRIXIE?! Really?!” The stallion only shook his head, his cocky grin never wavering.

“Trixie and Blueblood are two magical powerhouses. I’ve seen them in action. Strongheart, Soarin’ and Spitfire are speed demons. And for what it’s worth, Gilda, Rover, Big Mac and Breaburn are some of the best brawlers I’ve ever seen. And they fought the Killjoys to a standstill, just with what little skill they came to town with! With some Guard training behind them, I’m sure they’d be a force to reckon with.” Luna smiled, the thought of having a force to beat the Killjoys at their own game alleviating some of the fear she felt since Bedlam’s announcement of his intentions for her. “And besides that, they already all said they’d be willing to help defend Canterlot from those goons however they could. I say, sign them up!”

“That’s all well and good, darling,” Rarity said, shaking some dust out of her mane. “but how exactly will you go about beating Bedlam, himself? Fighting a being as powerful as an alicorn might pose more of a problem than his cronies. I mean, I’d say use the Elements of Harmony against him, but I highly doubt he’d stand still and put a target on his chest for us.” Celestia cleared her throat, drawing attention to herself as she turned to Twilight.

“I believe I might have an answer to that. Twilight, do you recall from your studies a unicorn named Starswirl the Bearded?” Twilight raised an eyebrow, looking absentmindedly off as she recalled her lessons.

“Well, of course. He was one of the most powerful unicorn mages that ever lived.” She said, matter-of-factly. “He created over a thousand different spells of all kinds, and lived more than three thousand years ago.””

“Right around the time of the defeat of Discord and the first Heart’s Warming Eve. He also taught Celestia and I how to use the Elements of Harmony.” Luna said, the fond memory of the odd stallion forcing her to smile. “When we discovered them, it was he that we asked to unlock their secrets. If not for him, Discord might never have been defeated.”

“That’s right.” Celestia interrupted. “But at that time, he only discovered a fraction of the power of the Elements. One of the very last assignments I asked of him before he passed away was that he fully unlock the secrets of the six Elements of Harmony.” The sun regent’s tone suddenly became much more serious, her expression changing quickly. “He found that those artifacts were more powerful than even I ever imagined. They not only act as purifiers of the heart, but also great weapons. There’s a spell he created to fully unlock their potential destructive power. With that spell, I could grant you six the power to combat him on his own level and shut down his plans for our world once and for all.”

“So, where’s that spell now, Princess?” Twilight inquired, doe-eyes. Celestia gave a sly grin to her student.

“Why, Twilight, you’ve been sitting on it all this time.” Twilight’s eyes went wide as Celestia laid a wing over her shoulder. “I visited Ponyville at it’s very founding to dedicate your library. Inn fact, it was my magic that hollowed out the giant tree that now houses the library. It was one of the first official state-funded public libraries in Equestria, so nopony thought it was too out of the ordinary for me to visit at the time. But while I was there, I took a moment to hide the personal journal of Starswirl under the floor in the basement. Nopony would ever dream of looking for one of the most powerful spells in the world in a small-town library, now would they?” The six friends cheered at Celestia’s words, though Fluttershy was drowned out as usual by the rousing sentiment. Rainbow shot into the air, jabbing her hooves out at imaginary enemies as she psyched herself for the coming fight.

“Aw, yeah! We’re gonna go get that spell, then go drago e pono against that baddie! Just give me two minutes in the air with him, and he’ll be beggin’ for mercy!” Midnight shot up into the air with her, play fighting back against her quick jabs. Pinkie bounced in place, a large cannon appearing beside her as she manifested a Royal Guard helmet with a rainbow-wig crest, putting it on as she tried to scowl in her best ‘grrr’ face.

“That’s right, Dashie! We’ll show that Meany McMeanypants just what it means to party with ponies!” A stream of confetti and balloons shot from the cannon, covering the remaining Elements with multi-colored bits of paper and glitter.

“Hey! Don’t think I’m bowing out of this fight! I got a score to settle with that patchwork monster!” Midnight spun in place, kicking out his hind hooves in some mock martial arts moves. “I’ll show that creep he’s messing with the wrong pony!” a white aura enveloped Midnight, gently bringing him down to the ground again before Celestia.

“Midnight, are you sure I cannot interest you in leaving? This is a dangerous endeavor we’re setting out on. There’s a chance... you might not ever make it home again.” Celestia’s words quieted the young pegacorn’s mood, causing Luna and the other to pause once again, focusing on the stallion, the look on his face as determined as ever.

“No way, Princess. I love this world, and I love-“ his eyes fell upon Luna, the dark goddess smiling at her champion as his words freezing in his throat. In his excitement, the brash young warrior found himself speaking from the heart. Quickly, he caught himself, covering himself the best he could. And, I... I love the... people, um... beings in it. I’m not letting you alone to face this storm. Nothing could make me turn away, now.” Luna ran up to him, throwing her forelegs around her champion as the young stallion did the same.

“Well then, we got some work to do!” Midnight announced, rallying the group. “First thing’s first; we get Trixie and the others in training with the Royal Guards as soon as possible. Then...”

“Then,” Celestia interrupted. “we get you and Twilight to Ponyville. We’ll need the rest of you girls here to help organize the defensive and offensive stages of our campaign. As of this moment, Equestria and her people take a stand against the coming wave of darkness! We will stand together against this threat of coming chaos, and we will stand victorious!” The sun regent’s words moved the hearts of her ponies in a way seldom others could. The six mares steadily trotted out of the ancient museum of bad memories, heading up the stairs back to the palace library. However, as Luna and Midnight went to follow, they were stopped by Celestia once more. “Luna? Midnight? Would you wait here a moment, please?” The two paused, allowing the Elements to leave as Celestia beaconed them down off the platform to join her near the stairs.

“Sister, what is it?” Luna asked. Celestia gave them both a sad look, turning her eyes into the room full of painful memories one final time.

“I’ve been coming here for centuries, now, reliving old and hurtful events from another world for too long. Midnight?” she said, turning to meet his gaze. “I can’t hate humans anymore. Not after all you’ve done for Luna, and for Equestria. Any world that produces a young stallion... a young man such as yourself cannot be as bad as I’ve led myself to believe.” Celestia turned back towards the room, extending her wings as if to partially block Midnight and Luna’s view of it’s contents. Suddenly, her horn began to glow. Dim at first, then bright as the sun she claimed rights to. The two ponies behind her held their hooves in front of their eyes as a small, glowing ball formed in the center of the room. Slowly, a breeze began to blow around them, rattling the paintings and ruffling the tapestries as it grew. Before long, the breeze turned into a rushing wind, shaking the paintings from the walls and ripping down every hanging item towards the center maelstrom. One by one, the items of hate were pulled towards the center light, collecting in a large mass. When the last of the items was pulled down, the glow at the center of the collection grew, engulfing all the items at once. In a bright flash, the artifacts disappeared, leaving only a small pile of ash on the floor. The sun goddess turned, smiling at the two as some of the torches in the chamber grew dark, leaving only the first two by the entrance lit. “Midnight, I need a quick word with Luna. Please, go upstairs and start preparations for your trip to Ponyville. We’ll be up shortly.”

“Sure thing, Princess. And...” he started to head up the stairs, pausing only for a moment to give the two sisters a backward glance. “... thanks.” With that, he trotted back to the library, disappearing around a bend and out of sight. Luna sat before her sister, feeling more and more confident of their chances with each moment.

“Oh, Tia! I think we actually have a really good chance of winning this battle! This is going to be so much different than our battle against Discord was.” Luna beamed in good spirits. However, her mood quickly dissolved as she observed the expression of her sister. Celestia’s mood turned once again somber, the elder almost not wishing to meet her sister’s gaze.

“Luna...” she started. “...do you remember much when you were... Nightmare Moon?” The question took Luna by surprise, causing her to lean back a bit.

“Um... yes, actually.” she said in a low tone. “I remember everything... I could see and feel everything she did. However, I couldn’t fight back or stop her. I was... trapped. Why do you ask?” Luna felt a small chill start to crawl up her back, Celestia taking time to choose her words carefully before continuing.

“Luna... did anything about the shadow dragon tonight seem... familiar to you?” The night princess thought for a moment, then shook her head slowly. “Sister... I recognized the magic used to create it.” For a moment, Luna couldn’t make any connection between the two questions. Suddenly, like a bolt of lightening, the realization struck her, almost buckling her legs.

“No... no... it’s not possible... Tia, how-” Luna stopped suddenly, her breath coming in short, quick gasps. “I-i-i-it’s not... How...?”

“I don’t know, Luna. I just... I just know it’s true...” Celestia leaned forward, Luna falling into her embrace before Celestia could fully extend her forelegs, trembling as she slowly raised her forelegs to her sister. “... Luna... that shimmer, the twinkling inside... it’s the same kind of magic... used by... HER...”

***

Five mercenaries sat silently in the forest, far outside the blasting area around the dilapidated palace. The constant sound of roars and smashing occasionally gave way to one of the many walls of the structure being blown out, scattering pieces of rubble and stone across the landscape. As they settled, each piece would begin to glow with magic, returning to their place in the wall where it had originally been. Five sets of eyes sat quietly, hidden by the leaves and trees of the forest as their master tore his palace apart in frustration.

The door at the top of the dungeon steps blew open, showering the room below with splinters and iron framework. Standing at the top of the steps, Bedlam sorted and panted, his body crackling with energy.

“Let me guess;” a coy, feminine voice sounded from the cage below. “Your little pet shadow dragon failed, huh?” In a instant, the draconequus was beside her cage, causing her to jump back against the bars. His snarling, growling jaws snapped at the bars, giving him an appearance of a wild beast. With a quick clearing of his throat, the mask of civility reappeared on his face, Bedlam taking a few deep breaths to calm himself.

“Just another minor setback, my dear. Nothing more.” he said, sitting before the cage, running a single claw up and down one of the bars. “It appears that all I need is something with a little more... ‘Umph!,’ is all.” he said, making a grunting noise to emphasize the sound. The mare’s eyes went wide as Bedlam’s arm shot impossibly through the bars of the cage, his powerful claw gripping her around the throat. “I’m feeling about a quart low right now, deary. Fill er’ up!” The mare screamed as a surge of power filled her body, causing her legs to buckle and heart to pound in her chest. She could feel wave after wave of magical energy flowing out of her, entering the monster that now literally held her life in his hand. The world began to grow dark, her heart slowing, the power inside her being replaced now with an all-consuming emptiness. Then, just as the last spark of life was on the verge of flickering out inside her, Bedlam let go, the mare crumpling to the floor of her cage. The chaos god shook sparks of magic from his fingers as tin lines of smoke rose from her body.

“o/` Oh, KLOKWERK...! o/` Bedlam yelled out in a sing-song manner. Instantly, the stallion popped into existence before him, immediately cringing at the snarling, smiling image of his master looking down on him.

“Y-y-yes, sir? H-ow can I be of assistance?” he said with a nervous grin. Bedlam turned him around towards the stairs, placing a heavy, clawed hand on his shoulder.

“Klokwerk, my dear boy, I believe it’s finally time we broke out that little pet project of yours. You know, the one with all the heavy firepower.” As they walked up the stairs, the mad doctor looked up at his master, somewhat shocked at the request.

“Project ‘Horsepower?’ Master Bedlam, I’ve only just built the chassis and thrusters. I thought that was supposed to be our final ace in the hole weapon? I thought I’d have more time to fully incorporate all the designs you’ve shown me.” As soon as he said that, Bedlam made him regret his words, a set of dagger-sharp claws digging into his shoulder.

“You thought wrong then, Doctor.” Bedlam said, watching his servant’s face contort in pain. “Have that little monstrosity of your’s ready by the end of the week. If the ponies want to play hardball, I’ll be happy to oblige.” He released the earth pony, taking joy in the small dots of crimson that began to for on his overcoat as they reached the top of the stairs. Pointing a clawed finger down the dark hallway, he leaned down, coming face to face with his head soldier. “We’re gonna show Celestia, Luna and Midnight that I am not a deity to be BUCKED WITH!!! Tell the others they had better bring their A-game, because I won’t tolerate failure again! DO I make myself CLEAR?!” Bedlam shouted, the force of his words blowing back Klokwerk’s mane and almost knocking off his hooves.

“Y-yes, sir!” With that, Klokwerk took off down the hallway to find his fellow soldiers. From the floor of the dungeon, a soft cough echoed from the caged mare, eliciting a smile from the chaos lord as he looked back over his shoulder.

“...you’re... you’re a monster, Bedlam...” she spoke out, barely above a whisper. He closed his eyes, a smile playing across his face.

“I know.”

“...why don’t... why don’t you just kill me already... and be done with it...?” Bedlam snapped his fingers, his rejuvenated powers collecting the pieces of the destroyed door. In an instant, they were reassembled, the complete door hanging on the hinges of the frame. The mis-matched god stepped through, turning back to give his victim the briefest of glances before leaving her in the pitch-black room once again.

“All in good time, my dear Nightmare... all in good time.”

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I'll be stunned if I don't get some dislikes or nasty comments on this chapter. But, in the absence of any real explanation as to the REAL origins of the MLP:FIM world, coupled with the fact that they took out one of the COOLEST villains in the show by episode 2, my twisted little mind compensated. Anyways...

The defenders of Harmony now have a plan of attack,and they're bringing it right to Bedlam's front door! With Midnight and Twilight on their way to Ponyville and the Marketplace Heroes about to get Royal training, the battle for Pony Earth is just heating up. Will the alterations to the Elements be enough to stop Bedlam? Will Trixie and the others be ready for whatever the Killjoys throw at them next? And what exactly IS 'Project Horsepower,' and what horrors will it bring to Equestria? Find out in the more in "Stallion About Town," the next exciting installment of...

STAR CROSSED!!!

p.s.

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