Don could feel Discord’s power beginning to falter, despite how close he had come to defeat, Don had somehow held out this long. Don felt he was using all of his strength to keep Discord’s magic from advancing on him, however, Don was not finding it any easier despite that fact. Discord was fighting back hard at this point, and the only thing that kept Don in it, was the knowledge that Discord was weakening too. Despite the clear strain that he was putting on his magic, Discord had not changed his tone towards Don throughout their struggle, he kept goading Don into fighting harder, despite him clearly losing. Finally Don truly began to gain the upper hand, he began to walk, step by step, towards Discord, pushing his magic towards him! For just a moment Discord’s eyes showed his surprise, but it was fleeting and quickly replaced with a sick grin

“I’m-uggh, surprised at you Don-urrghh” he couldn’t mask his grunts or the strain in his voice “You’re willing to…let Twilight Sparkle and her friends suffer just to defeat me yourself-uggggh”.

Don’s eyes flashed scarlet “what do you mean Discord, SPEAK!”

“Oh come now my little prince, do you really think I would take a chance on losing, not after last time. No, I learn from my mistakes, but I’ll indulge you…here”.

Discord waved one of his hands for a moment, and a puddle appeared in the air. Once it was fully formed, the puddle shimmered and an image of the inside castle just a few floors down, became clear. Once the vision was fully viewable, Don saw his friends, they were all writhing on the floor, as though they were being tortured!

Don yelled to Discord, over the noise of their magic “what have you done to them?!”

Discord laughed mockingly at him “oh Twilight, I’d never abandon you! gag! barf! gag!...If you must know they are under my spell, they have been since they were exposed to my ‘special’ poison at the beggining of the maze, only you escaped without being sprayed apparently. This-”

He pointed to a new puddle that was forming on the floor.

“-is what they are seeing, and feeling”

The image that appeared horrified Don, the horrid things that the beasts in the vision were doing to his friends made him sick, and nearly vomit. He regained himself as Discord snapped his fingers, causing the puddle showing him the scene to grow larger, and show the same tentacle beasts waiting only a few feet away from his friends in reality! Discord, now barely holding off Don’s magic with one hand, prepared to snap the fingers of his free hand

“When I snap my fingers, those beasts will grab them and brutally rape them in ways that even their current visions can't describe, and only you can stop them, and that will only happen if you break the connection bewtween us here, which of course means my magic will strike you, and then things will get...entertaining....So Don, now we come to that decision which I always love to watch…there are two choices, stay here and defeat me, as you no doubt feel yourself coming close to...I did, regrettably, underestimate your magical ability, but that’s why I had this back-up plan. Or, you can cut our magical contest and allow my magic to strike you, giving me the victory as I begin to control you, but your friends will keep their innocence. So…choose!”

Don turned his head towards where he knew the door to Twilight was, then he looked at Discord. He felt Discord’s power, and knew he could not teleport away before he was struck, so he made his choice. Don cut off his magical stream and let Discord’s magic strike him full in the chest. For a moment, nothing happened, or so he thought. The moment he tried to move his feet, he realized what Discord had done, he had paralyzed his body, he couldn’t even turn his head.

Discord walked over to him “Look at yourself Don, you know what decision you should have made, you know it by instinct, but you couldn’t make it...Do you want to know why? Because despite your power with magic, despite your strength, there is one enemy you can’t defeat...your feelings. Your love for Twilight Sparkle just guaranteed me dominance over Equestria, harmony will be dead. You see the thought of her erases all of your common sense, all the knowledge that tells you to finish me and forces you to think only of her, and that is why…you are mine now!” Don’s eyes widened as Discord reached forward with a single finger, and poked him in the forhead.

At Discord's touch the spell holding Don broke and he took off to the door without a second thought. He threw it open and ran down the steps, skipping and jumping several flights. Even as he ran, however, he felt a darkness, like a never ending depression begin to fill him. He was compelled to look down, and when he did, he gasped. His fur, it was beginning to change colors from caramel to grey, and the change was beginning to travel up his body. He knew then, what Discord had done to him, he had corrupted him, just like Twilight had warned him he could do. It was ironic, for just a moment, while he was unable to move, Discord made sense to him, he made Don doubt Twilight and himself, and at that moment he had won.

Don jumped that last flight of stairs and landed in front of the orange monsters closing on his friends, blasting them away from the ponies. Don saw the change traveling quickly up his chest, and knew he didn’t have long. He held out his paw at the writhing ponies and unleashed what remaining magical power he had left in him, breaking Discord’s spell over them. Don felt his last moments of free will beginning to dawn as he saw all of his friends open their eyes. Twilight was the first to stumble to her feet, she seemed the quickest to notice the truth

“I knew it couldn’t be true” she sighed with relief.

The others looked at Don’s still glowing hand and understood, he had freed them from some kind of spell. Twilight dashed over to him, and embraced him in a hug. Don wanted to feel the warmth of her love but, the emotion, escaped him, he felt nothing, but remembered the feeling for a moment. He managed a smile, as the grey worked up his chin. Twilight was so busy with her embrace she did not notice him changing in front of her, but Rainbow Dash did.

She stepped closer to him “Don….”

She almost whispered, it was the hint of fear in her voice that brought Twilight back to reality. She let go of him and stepped back seeing the grey nearly covering his mouth now

“Don…” she also whispered.

Don pulled at his consciousness for one last emotion for her and managed to utter “Twilight…I’m sorry…I had to save you, no matter what…”

His voice drifted off as his remaining color faded and his magic became colorless along with his skin. Twilight inched closer

“Don..”

she nudged his chest with her head, but he just stared blankly ahead, as though no thought passed through him. Then without warning, he vanished in grey light, and the light traveled up the stairs away from them. Twilight shook her head and ran up the stairs

“Come on girls, we have to catch him”.

They followed behind her as they chased Don’s light up the stairs. Rainbow Dash pulled ahead of the group and began closing on the light, almost with reach of it, but right as she reached out, it zoomed away, faster than before. Rainbow did not have to sigh though, for only a few seconds later, her wings reappeared on her back, along with everyone else’s.

Twilight gasped “Discord must think he’s won if he’s giving us back our wings and horns”

Dash growled “Then we need to prove him wrong, come on girls let’s get them”.

Rainbow Dash took off up the stairs zooming ahead of everyone with her wings. Twilight saw her chase the light through the door at the top and watched it shut behind her. She slowed to a trot, knowing she had little stamina left and would need it for saving Don. As the others raced ahead of her, she silently wondered to herself what Discord could have done to break him. Don had seemed so capable, then a thought occurred to her, he had said he had to save her, which could only mean one thing...

Twilight stopped her thoughts and decided to catch up to the rest of the group. She closed her eyes and clenched her teeth as she made a blind teleport up to the top of the stairs. She saw her friends arrive right behind her as she pulled the door open. She ran through it and saw Rainbow Dash standing at the edge of a large cliff, overlooking the maze, and to the right of her was a bridge leading across. Twilight ran up next to her and followed her gaze across the chasm

“hey Rainbow Dash what are you….”

Her voice trailed away as she too, saw what had Rainbow frozen in place. The rest of her friends also came to a stop and found themselves in a similar state when they saw it.

Across the bridge over on what looked like a throne, Discord sat smirking evilly, and next to him, stood none other than Don, wearing the same blank emotionless expression as before. Rainbow recovered as fast as Twilight did and they both sprinted across the bridge (actually Rainbow flew and Twilight sprinted) with their friends right behind them. As they halted on the other side and advanced on the throne, Rainbow charged Discord

“Give us back Don you bastard!!”

Discord did not even move to stop her and it seemed like she would collide with him. Then just a few feet before the collision, Rainbow collided with a barrier that appeared from nowhere. She was thrown all the way back, skidding to the ground at Twilight’s feet. Twilight did not understand how Discord had done that, he had not even moved, but as she looked at Don she understood. Don had his hand outstretched with colorless magic orbiting it and fueling the force field. Twilight took a couple steps towards Don, but made it even less than Dashie did. She was pushed back as she tried to advance, it was like trying to walk through Jello.

“Don, why are you protecting Discord, we’re your friends?”

Discord merely laughed at her attempt and said “You ponies really don’t get it do you? He’s mine now! Don no longer harbors any feelings towards any of you. I took all of them away, but not before I made him see things my way” he laughed manically and clutched at his chest.

Twilight growled “What do you mean, what did you do to him Discord”

“This one has so much magical ability, I am astounded he turned out much better than i thought he would...he might be even better than you Twilight Sparkle" Discord looked at their faces, still showing puzzlement and sighed

"Fine...since you all can’t help him at this point I’ll indulge you. He beat all of you here, save Pinkie Pie, but he didn’t notice her and came straight up here to face me. Now I’ll admit I underestimated him, he attacked me very quickly and we had ourselves a little magic duel. He was actually starting to win, but then I showed him how I had trapped all of you under my spell with the poison in your bodies. He had no choice but to break our duel and allow me the victory to save you. However I don’t think he knew what I intended to do, else he might have acted differently. I paralyzed him and showed him the truth of his power, why love for any of you is pointless, especially you Twilight Sparkle.”

Twilight began to blow steam from her nose and dug her hoof into the ground as though preparing to charge

“After all Twilight, you knew he was innocent the whole time, back then...didn’t you? When you cast him away, you knew he hadn’t done it, but you used that chance to try and change the future, for your own selfish reasons. If you really loved him, why would you do that?”

Twilight shook her head “stop it Discord!”

Applejack stepped in front of Twilight “You’re twisting what she did, she does love Don, any of us can tell that just by the way she gets so gum hoe around him”

Discord laughed “I showed him things all of you had against him, I may have twisted them a little, but they all had their truths. You...Rainbow Dash, wanted him to yourself and hoped you could convince him that night when you joined in on their sex session. Applejack you, despite being always honest, secretly didn’t trust him and were first to accuse him. Now don't get me wrong, i twisted those to an extreme in his mind, but never-the-less, each of you played your own part in making his fall to me easier, don’t blame me”. Applejack and Rainbow Dash both seemed hit by this and Rainbow blushed in shame at their secret being told.

Twilight couldn’t help showing tears, she knew it would satisfy Discord, but she couldn’t hold them back. His words did have some truth in them despite the way he twisted her feelings towards them.

Discord laughed more “I wonder how it would be if I made him attack you right now, what would you do, I wonder”.

Pinkie Pie jumped to the front enthusiastically “We’ll use the elements on him and change him back”

Discord grabbed at his chest “Ha! You don’t even have the elements”

“Oh yes we do, you have to give them to us, we beat your maze!”

Discord’s smile faded a little, and he uttered a growl “Fine! Here! They still won’t help you though!” he snapped his fingers and the Elements of Harmony flew out of the nearby bushes to set themselves at the ponies hooves. They immediately gathered the elements and put them on, then gathered in formation and prepared to use them. Twilight activated her horn and stepped towards Discord

“I’ve got a better idea, we reseal you and that will bring Don back”

Discord nodded “True, that it would. Come then, take your best shot! Friend me!”.

Twilight lit her element, the others activated their own and floated into the air. Twilight’s eyes glowed in her magical stage and a rainbow of magic shot up into the air from their group, then arched downward at Discord. He never even flinched, but as it closed on him, Don held up his hand and, right as the rainbow closed, he smacked it straight back at the group! Twilight would have gasped if she had time, but their own energy struck them out of the air and they landed on their flanks several feet from Discord and Don.

Pinkie hoped up first “I don’t feel and different, what happened”
Twilight coughed as she got to her feet “The elements can’t hurt us, we aren’t evil...maybe thats why Don was able to do that...don’t worry we’ll be fine”

Discord clapped his hands applauding them “On the contrary Twilight Sparkle, you are far from fine”

He snapped his fingers and Don rushed them, claws out. Don bypassed everypony and tackled Twilight alone, straight off the edge of the tower, in his push, he knocked her Element off her head as well. Fluttershy screamed as she and Dashie dove to catch them. But they were to slow, Twilight and Don fell through the air, they were falling too fast for Twilight to focus on a spell to save them. As the neared the ground though, Don cast his own spell putting a shield in front of him, and just before the hit the ground, they hit the shield, bounced up and landed on the stone ground. They both had the wind knocked out of them, but Don was quick to recover and got to his feet, while Twilight struggled to clear the stars from her eyes. She caught the outline of Don shaking his head as well. As she steadied herself she noticed he was bearing his claws at her. Despite their previous closeness he looked very menacing at that moment. Don emitted a low growl and advanced on Twilight. Twilight, not knowing what to do to defend herself, retreated backwards into the maze. She kept a backwards walk, watching Don advance on her, he never picked up his pace, he just followed at a low stalking walk. From here Twilight could see her friends racing away from the side of the tower. Only Rainbow Dash seemed to have jumped over after them still, she was now heading straight for them, but before she could reach them, her wings vanished again, and she fell into a clump of bushes.

Twilight pulled a large root from the ground and magically flung it at Don, he sliced it in half before it ever reached him. She looked around for something to keep him away, desperate to buy time so she could think of a way to save him. She fired a half hearted magical beam at him from her horn, but Don knocked it away like the pathetic shot it was. She knew she would have to be serious if she was to stall him, that might have to involve hurting him, she realized. If he had blocked the Elements of Harmony, then magical beams were pointless, which meant she had to get creative with this.
Twilight transfigured a door, shut between them, but he sawed straight through it. She materialized boulders in a path as she retreated, he blasted them away. She sent sleep inducing musical notes towards him, but they died feet from him, turning grey and soundless on the ground. She put a bubble around him, he popped it with his claws. She shot roots out of the ground to hold him, he set them on fire and burned them off. She formed a small tornado blocking the way to her, but Don blasted wind in two different directions, opposite the way the wind in the tornado moved, and it collapsed on itself. Twilight tried to think of something else quick, but she was interrupted as she backed into a stone wall. She felt the cold stone against her flank, she whimpered, knowing this was the end. She felt sorry for Don, knowing he had no feeling towards what he was about to do, but as he raised claw when he neared her, she knew he wouldn’t stop. She stood on her hind legs with her back pressed against the stone now, out of panic she had stood up and covered her face with her front hooves. Don was now right in front of her, he raised his claw and saw the tears fall from her eyes.

Twilight whimpered again and as he swung down, squeaked “I’m sorry Don”.

Don paused his strike in the air “What?! What did you just say?” his voice came out sharper and raspier than before.

Twilight squeaked again “I said I’m sorry. It’s my fault you became like this, it’s all my fault, I shouldn’t have tried to send you away to change the future, it was selfish of me, I just never wanted you to leave me” Twilight opened her eyes and saw him pondering this. She dropped back down to four legs, feeling that she should say it all, now that she could, and he was letting her.

“When you first arrived, I found you annoying to be honest, until you caught me, the way the magic rippled through you, so purely, made me see the other qualities I couldn’t when all I saw was your amnesia. Then I found out you felt the same way, through your song”

Twilight was now inching closer to Don, ever so slightly getting closer. She continued “I was so happy, I had found my very special somepony, and then imagine my surprise hearing that the princess wanted to see you, I thought it would be great. Too bad once the joy of your powers was over, she told me you would leave one day, said it was part of the future because you weren’t from here, she thought. So when we got back I wanted to have sex with you then, right then, but didn’t know what to expect. You…you were almost penetrating my flank when Dashie walked in on us. I was so embarrassed, but just that little taste of you on me, made me even crazier for you. When our night finally came, you were right, I didn’t even notice Rainbow, I only noticed your body inside mine, and the greatness of how it felt. The magical orgasms we had together, I researched them secretly, they are nearly unheard of, save some extra rare books I found in the Star Swirl the Bearded section. It told me how they were so rare because it could only happen between beings with strong magic powers, that were so compatible with each other, that when they both reached an orgasm their magic was fully activated and intensified it tenfold”.

Twilight was now on her hind legs knees in front of Don, subtly igniting her horn.

“So Don, if you’re really going to end me, I just want you to let me…give you that feeling, one, last, time”

She did not wait for his approval. She had been rubbing his crotch so long, his arousal was inevitable, she brought her lips to the edge of his fur and lifted the spell keeping his fur thick there. As it lifted she saw his cock right in front of her and immediately took it into her mouth. She wrapped her front hooves around his legs while he stood there. It was only a few moments before his first moan escaped him, telling her to crank it up. She licked her tongue all over his member and wrapped it around it as many times as possible. Soon Don’s hands dropped to her head and she felt him beginning to thrust along with her...

Twilight shook her head to clear the illusion from it, she knew her spell wouldn’t hold Don for long, as she stood in front of him, watching his eyes glow in her magical fantasy. She had been saving this spell for a situation if she was fighting another magician, but she had never dreamed she would have to use it on Don. Once she had gotten close to Don, she had activated it, she knew he would lower his guard if she became so revealing to him all of the sudden. It was a spell that couldn’t be guarded against, because it projected an image or “fantasy” from her mind outward like a movie into the unsuspecting victim, completely immobilizing them in it. The loop it would cause in his mind wouldn’t fool him for long though and once he escaped, she would need to be ready.

She sat down and pondered what to do, running away would do no good, he would catch her easily. A magical duel was also pointless, as she could only attack him half-heartedly, never with full force. The answer came to her so simply, she thought it too easy. She cast an immobilization spell around Don, knowing she had to drop her illusion to use her next spell. Once she knew Don couldn’t move, she freed him from her spell. The moment his eyes came back into focus, he made an attempt, or what looked like an attempt to leap at her, but to no avail! Instead he remained in place immobilized, emitting low growls at her. Twilight smiled, knowing that once she cast the memory spell on him, she was likely to be knocked silly by his own magic. After all, the last time she had been sent flying when she had attempted it on him. Nevertheless, she activated her horn and advanced on Don, she could see him struggling to break free as she neared him.

When she touched her horn to his head, a strange sensation flooded into her mind instead of his. For a moment it was like a damn was breaking inside her head, the damn leading to Don’s mind. However the spell did not work like she thought, instead of revisiting his own memories of them, all of her memories of both of them flooded in from her into him. Once it started she couldn’t stop, it was like his mind was pulling them from her. For a moment she caught a glimpse of him outside, and she saw his body regaining its color, slowly but surely. She poured the memories into him then. When she had poured every memory of her past into him, relevant or not, it was like they were poured back into her, but only certain ones. Memories that had Don in them were poured back at her, but then her theory seemed lost, as memories from her as a young philly began to flow as well. They all had to do with her in the Princess’s school for magic, or when she was studying with the Princess. Other than that they seemed not related at all, except they all had a unicorn she vaguely remembered in them.

His fur was colored like Don’s and he was about her age at that time. She remembered only his name and bits about him, he had always been around when the Princess had been teaching her. Twilight remembered him mostly as the one pony tending to her every need, she had thought he was a servant, but when she had asked the Princess she had denied this and said he was also a student of hers, though not as personal as Twilight.

Twilight remembered that moment clearly, the young unicorn colt had rarely spoken until that point, he had always just run about, getting her books, and food, if she ever asked. The only long conversation they had ever shared was about his Cutie mark and why he kept it covered by a long, dark, nighttime purple veil, that stretched behind him like a cape when he ran, after that they talked more often. She couldn’t recall the sound of his voice, but the memory of it seemed to play in her mind on its own...