Twilight looks down in sadness. She has failed. The unicorn is trapped in the maze forever with a liar, a brute, a greedy snob and a weirdo. The Elements of Harmony are out of reach. And worst yet, Nightmare Moon is out there, spreading her Eternal Night throughout Equestria.

Correction: worst yet, the one pony that Twilight thought she could count on when no pony else is left has turned traitor! She can't believe that Rainbow Dash went and abandoned her and the other ponies like this! Oh, if only Twilight has taken this journey alone...

"And I have high hopes for them when..." Twilight said sadly as she glares angrily at the ones who treated her like a friend and what the unicorn is suspecting, only for her hopes to get dashed.

"Stay away from that!" Rarity snaps as she hits Applejack madly. "You're trying to steal my treasure!"

"Uh, yeah Ah am?" Applejack lied, getting confused but was hit again. "Ay!"

Pinkie laughs madly. Fluttershy fumes as she snaps, "Laughing at me, eh; Well, I will show you laughing," She tackles the pink Earth pony getting into one insane fight.

"Oh! You ponies are impossible!" Twilight exclaims with a groan of despair; Looks like all hope is lost.

Discord laughs sinisterly. Right; in all the madness, Twilight has almost forgotten the source of all this trouble. The villain is eating some popcorn, remarking, "I must confess, I haven't have all this fun in years; watching you ponies quarrel like this; Priceless!"

"You...you cheater! You did something to them!"

Discord scoffs, throwing his popcorn away while bowing. He remarks, "Oh, uh, perhaps you have forgotten. Allow me to introduce myself. I am Discord, the Spirit of Chaos and Disharmony...I am SUPPOSED TO CHEAT! Anyway, I didn't do a thing to them. They did that all by themselves."

"But you did something...come on! You got to give us another chance!" Twilight exclaims to Discord in frustration. "You can't keep us here forever."

"You're right. I am supposed to give you unlimited continues, so allow me to help you out."

Twilight yelps as the whole area disappears around her, Discord and the quarreling ponies. Pinkie said creepily, "Wow...look at the shining colors."

Soon everyone find themselves in some sort of dark and twisted city, that looks like Canterlot, only worst. Twilight gasps in worry and alarm. Is this what awaits Canterlot once Nightmare Moon taken over?

"Here's another game which I like to call...'Second Chances'. Lame title, yes, but hey, what did you expect from someone who was a statue for centuries?" Discord asks Twilight with a cruel smile. "Once again, I will separate you."

"Oh lame! You're dumb and stupid!" Fluttershy exclaims to Discord with a scoff of disbelief. "You separated us already, dummy!"

"Since I'm the one who made you cruel and assertive, I will ignore the insults. Twilight, your job is to find your friends...who probably won't come willing this time."

"You betcha, not without my treasure," Rarity snaps as she grabs her treasure and runs off. "MINE! GO AWAY!"

"Ah ain't need help, don't need it." Applejack lied, doing the same thing.

"So if you can somehow get them to remember who they once are...go ahead and try." Discord said to Twilight, wrapping his body around her, creeping the pony out. "And to show you what a good sport I am, I can even give you a friend without looking. Pick any pony to have at first."

Twilight sighs a bit. She doubts that Discord would make things easier for her. For all the purple unicorn knows, the evil spirit would try to cheat again. But at least getting a so-called friend would give her the advantage...at least Twilight thinks so.

"Fine, I pick Pinkie Pie." Twilight said, making Pinkie smiles creepily at her. "She may have been acting weird but at least the pony didn't yell or fight liked the others."

"Good!" Discord laughs as he made Fluttershy disappear. "Your friends are in certain places in the city. And I will even allow you use of your horns and wings. The rules are simple."

Discord made a hourglass appear, turning it over and causing sand to spill, remarking slyly, "You got 13 hours...which is how much sand of minutes is in here to find your friends, change them back and come to a portal that I hid in the city or you will all be trapped here...forever."

Discord laughs as he disappears, leaving Twilight and Pinkie alone, "Just a pity..."

"Well, come on, Pinkie Pie. The sooner we can find the others and snap you out of your insanity, the sooner we can get out of here, find the Elements, stop Nightmare Moon and never see one another again...at least, I hoped." Twilight said with a sigh. The truth is, the unicorn is hoping that her friends would recover, showing what they truly are.

As Twilight leave, Pinkie follows her, Discord's voice said, "Pinkie Pie..."

"Yes?" Pinkie ask Discord who is nowhere around.

"Remember those cupcakes I gave you before...maybe you can have them without Twilight looking...in fact...there's more where that came from..."

A knife appears, Pinkie smirks madly, one of her eyes twitches as she takes the knife. This oughta be...fun...

-----------------------------------

Nightmare Moon laughs as nighttime spreads throughout Equestria. The evil alicorn booms out, "Oh yes...everything has been doing so well...for a moment, I was worried since I send out Discord...but now that he has taken care of my sister's student and her friends, perhaps now I can get to what I started centuries ago."

"Uh, mistress," A voice spoke out. Nightmare Moon turns to see Rainbow nearby, bowing. "What would you do to Discord once this is over? Allow him to spread chaos or something?"

"Please. I only gave him that offer to get him to go after your former friends...once Eternal Night is eternal, I will have no further use of him. You and the Shadowbolts will distract him while I turned him into stone. Then I will be rid of him."

"And the Elements of Harmony?"

"Former Elements, you mean." Nightmare Moon remarks with a sneer. She motions to a high tower nearby in the ruins. "Not to worry. Two of my trusted Shadowbolts are guarding them in the highest tower over there. But why worry? You shouldn't after Discord has shown you the pleasures of being one of the best."

"Of course, sorry, I was a bit paranoid. Forgive me." Rainbow said, bowing again as she backs away.

"All is forgiven. Now then, I must seek out and destroy my sister...perhaps banish her to the sun and see how she likes it; Ha ha ha!"

Nightmare Moon disappears into a purple mist while leaving the scene; Rainbow, the newest Shadowbolt member, glances at the tower where the Elements of Harmony now lies...

---------

"Man, this is where Twilight and the others are at?" Spike asks with a groan as he looks around the city that the baby dragon is in. "Oh, I hope I am not too late..."

-----------------------

Lorcan sat in his cave, alone and disbelief. He can't believe what Nightmare Moon is saying: his brother can't be alive...but what if he is? The fact that no one has found his egg...

Just then, Lorcan heard wings flapping, turning to see Nightmare Moon landing. The dragon frowns, asking, "What do you want now, Luna? Haven't you tormented me enough?"

"On the contrary, you aren't done being tormented...but perhaps I was a bit foalish earlier." Nightmare Moon remarks in amusement. "I think I know of a way how to make that up..."

"Like how," Lorcan asked dryly.

"Discord has succeeded...but I have a feeling that the ponies might return to normal. So I want you to kill the one pony whose could make that happen." Nightmare Moon explains. It's true, the alicorn fears that, although Discord has managed to discord most of the ponies, she doesn't want to take a chance that something may go wrong.

"I say...you are more crazier than usual, Luna!" Lorcan scowls at Nightmare Moon. "You already got that Discord idiot to help, why me?"

"Because the pony in question is the same one you tried to kill: Twilight Sparkle!" Nightmare Moon answers with a sinister smirk.

Lorcan looks stunned then smirks, saying, "I think...you got my attention, Nightmare Moon."

-------------

"Pinkie Pie, stop staring at me," Twilight groans as she and her weirder than ever friend trots through the city. "My life is turning into one huge nightmare after another!"

"Oh, I don't know...I think you are doing fine." Pinkie said, eyes twitching, "So you hungry? I'm in the mood for cupcakes!"

"Not now, Pinkie Pie." Twilight groans. "I am not in the mood."

"Twilight," A familiar voice calls out. Twilight saw a familiar dragon coming up to her.

"Spike," Twilight exclaimed.

"Who," Pinkie asked, confused. "Oh, wait...the dragon brother..."

"How did you get here?" Twilight asked Spike in concern.

"Celestia sent me here." Spike explains. "She told me that you and the others are in trouble and send me to help. Speaking of which, where are they besides Pinkie Pie?"

"Ugh! Don't remind me! Applejack has turned into a liar, Rarity a greedy snob, and Fluttershy is becoming an assertive jerk! Pinkie Pie here is acting weirdly..." Twilight grunts, frowning at Pinkie.

Pinkie is licking her knife while Twilight isn't looking, then notices and looks innocently.

"And Rainbow has turned on us! We're all trapped here and have to play another one of Discord's mind games to get out of here!" Twilight exclaims under frustration. "I mean, what the hay was Celestia thinking; 'Making friends'? Ha! These ponies aren't friends! I would've found the Elements of Harmony and stop Nightmare Moon on my own!"

"Okay...but still..." Spike began to speak, but a furious Twilight cuts him off.

"And I left you home because I didn't want you with me!" Twilight exclaims furiously. "I mean, this is too dangerous for a baby dragon! What was my teacher thinking sending you here?! You're going to be a distraction from the true matter at hand!"

"Hey, don't get in my face because your friends are no longer the same as they were!" Spike snapped to Twilight with a frown. "At least, let me help..."

"I don't need your help! And they aren't my friends!" Twilight exclaimed furiously.

"This is about what happened to that colt that disappeared years ago, wasn't it?" Spike asked Twilight suspiciously.

"Don't bring him up!" Twlight shouted, "I don't deserve any friends at all ever since he's gone!"

"But that colt would've wanted you..." Spike begins to say.

"Shut up! Go home, Spike! I don't need you, I don't need anypony." Twilight said in anger and denial. The truth is, the pony is losing faith in the other ponies after Discord's appearance. The least that Twilight can do is to make sure that Spike doesn't get caught in the crossfire.

"Ugh, fine! I can take a hint!" Spike groaned as he stormed off. "I wish you have more faith in me than the princess did..."

"Faith; More like misplaced faith; with friends like you and these, who needs...enemies," Twilight ended with a sad sigh while looking down. The purple unicorn is unaware that her coat is turning gray until it is completely done.

Twilight then made a tear that landed on the ground, which formed into the shape of a heart broken in half.

A sinister chuckle is heard...but it isn't from Pinkie. A voice said, "My, my, losing friends, are we?"

Twilight gasps as a burst of flames appears, blocking her from Pinkie and anywhere else. Soon a dragon appears, one that the unicorn thought she would never see again.

"You," Twilight said, stunned to see him, the one dragon who tried to kill her years ago...and the same one who took her brother Starlight.

"Good to see you little Sparkle," Lorcan taunts Twilight, looking the unicorn up and down. "My, my, gray sure suits you. But then again, that's what happened when you turn away any chances at friends."

"What do you want? How did you get here?" Twilight demands angrily to Lorcan.

"Nightmare Moon sent me here, just a precaution like Discord. Having fun, Miss Sparkle?" Lorcan taunts Twilight some more. "You sure did when I slaughter that young colt that is your brother!"

"Don't you dare insult Starlight like that," Twilight snaps furiously to Lorcan. "He didn't deserve what you did to him."

"Oh yes, here we go again: whining because your brother is dead, blah, blah, blah. Anyway, now that I'm here, time to finish off where I started." Lorcan said, taking out a beam sword with a green color and a black core. "The point is: I got you where I want you and I'm going to make sure you are dead this time!"

"No, you won't kill me!" Twilight shouted, "You're gonna pay for what you did to my brother, you monster!"

Twilight snorts as she prepares to charge Lorcan. Her little brother was killed by this monster...her quest is in danger...and the other ponies are discarded along with herself, the latter is still unknown to her. It's time to end this!

Twilight charges at Lorcan who fires bolts at her, but she dodges each one, jumping up to hits the dragon with bolts of her own.

Lorcan yelped as Twilight kicked him down. She kicked him with her lower legs a few times before the dragon moved out of the way.

Lorcan fired lasers at Twilight, who cringed from the hit, but they aren't so powerful. Twilight disappeared and reappeared behind, head butting Lorcan.

"Insolent pony," Lorcan snarled as he glared at the purple unicorn.

Twilight frown a bit, her magic isn't a bit powerful than she imagines. The unicorn notes that her coat is gray...but she doesn't care. All that matters is getting back at Lorcan for Starlight's death. Anything else no longer matters.

Twilight fires a blast at Lorcan, knocking his beam sword away. She smirks. The pony got the upper hoof now!

"Monster...I am losing everything, even my mind. But the least I can do is pay you back tenfold like you did to Starlight." Twilight said with an evil look.

Suddenly, the purple unicorn was knocked to the ground by a cane, which came from Lorcan, whacking her with it.

Lorcan got up, smirking evilly as he came over to her. Twilight tries to move but is barely doing so. The fight has exhausted her.

"Poor little Twilight...should've finished me off instead of gloating. But you know that I would've has a backup plan!" Lorcan taunts sinisterly.

Lorcan, of course, didn't see a purple claw picking up his beam sword.

"And thus, my mission from years ago shall be complete. No worries, the rest of your pony kind will follow!" Lorcan exclaims as he raises his cane to smash Twilight. "Say goodbye for good, Twilight Sparkle!"

The unicorn braced herself for her doom. She thinks it's all over, and she'll be reunited with her late brother soon.

Lorcan, without warning, stops...then looks down. The dragon gasps as he saw his own beam sword pierced through his chest.

"No..." Lorcan collapses to the ground, dying. He turns and sees Spike, the one who held his beam sword. "So it's true what Nightmare Moon said. You are..." Before he could finish, Lorcan closed his eyes, expiring at last.

"Spike," Twilight said. Spike threw the beam sword away as the flame disappeared. He helped her up. "You helped me? Why?"

"Because...I am more than just your assistant; I am your brother...and your friend." Spike said with a sigh. "Friends are always there to help you, in the past, present or future. Even if you don't want any friends after what happened to that colt, I have a feeling that Rarity, Pinkie, Applejack, and the others...they wanted you to be your friends; Friends who would support, help you out, and care, no matter what. Friendship is perhaps the greatest power in Equestria."

"Friendship...greatest power..." Twilight said thoughtfully. She remembers the friends that she herself has made in Canterlot...as well as the ponies who wanted to be her friends.

Perhaps if Discord wasn't around, Twilight would consider...wait, scratch that. STILL consider the ponies as her friends. They would do what it takes to help her...and she would. And that colt...Ben Mare...he would've wanted her to have more friends.

Twilight remembers something else: the Elements of Harmony...and what her teacher said about making friends. Celestia knew what she was on about! Friendship must be necessary to stop Nightmare Moon.

"Yes, of course, it all makes sense! Friendship is the greatest power! It is very important!" Twilight exclaims in happiness. Suddenly her grey coat is turned back to normal, restoring the purple unicorn back to her normal self as well, "Spike!"

Twilight laughed as she hugged Spike, startling him a bit.

"Whoa, Twilight," Spike exclaimed in surprise.

"Don't you see; the princess knew what she was talking about when she told me to make friends! Nightmare Moon and Discord knew that friendship is the only key needed to stop them, so that is why they tried to stop us!" Twilight exclaimed happily while letting Spike go. "Remember when I said that stopping Nightmare Moon doesn't depend on making friends? I was wrong! The opposite is true! I felt a spark when Applejack, Rarity, Fluttershy and Pinkie Pie had shown certain parts of the Elements of Harmony before...and I felt a connection with them...and Rainbow Dash."

"But didn't you say that Rainbow Dash has turned traitor?" Spike asked Twilight skeptically.

"I did, but I can still help her regain her senses!" Twilight exclaims in determination. "And now, it's time to get my friends back; for you, for me, for all the ponies, for Equestria!"

"Whoa, Twilight, look out!" Spike screamed. Twilight turned and dodged Pinkie, who almost stabbed her.

"Pinkie Pie," Twilight exclaimed in alarm. "What..."

"Sorry, can't wait! I am not 'kidney' when I implied that I wanted cupcakes!" Pinkie exclaimed madly, her eye twitching some more. "Twi, your number just came up, so hold still; ha ha ha!"

Twilight frowns in determination. First, she will restore Pinkie Pie!

"You're gonna have to fight me if you wanna make cupcakes out of me, if I can't snap you out of it!" Twilight shouted.

------------

Two of the Shadowbolts are discussing their plans for Equestria. They decided on killing the Wonderbolts just to be the only best fliers in the world. Just then a familiar Pegasus pony lands nearby.

"Ah, captain. Come to join us in the discussion?" The Shadowbolt ask Rainbow with a smirk.

"Maybe, maybe not; so what would Nightmare Moon do to the rest of Equestria?" Rainbow asks the Shadowbolts curiously. "I mean besides banishing Celestia to the sun and spreading Eternal Night."

"Seriously; our mistress is going to make every pony suffer. They did not love her night centuries ago so they themselves deserve what they get!"

"And what of the ones I betrayed? Not being curious but supposed those ponies were to get close to escaping that world that Discord sent them to? Would she send us there to take care of any loose ends?"

The Shadowbolt scoffs a bit, "Hardly. Nightmare Moon don't need to worry about them...but if by unlikely chance that were to happen, she has the ability to make a portal to where they are, the same power she gave all of us. That is how we can get to all over Equestria without flying."

"I see." Rainbow said with a nod. "So I have that power too?"

"Of course...you are one of us, correct?"

"Duh! Of course, I am! I mean, the best flier in Equestria is a member of the Shadowbolts has every one of your powers! I just want to make sure because I hate to look like a foal and a loser! Ahem, as you were...."

Rainbow flies off leaving the two Shadowbolts behind, thinking about what the two has said...

-------------

Pinkie stabs at Twilight who dodges her every attempt. The pony is still recovering from her fight with Lorcan.

"Come on, hold still. I will need to 'wing' it to make this stuff!" Pinkie laughs madly.

"Pinkie Pie, why are you trying to do this?" Twilight ask Pinkie in concern. "You are no killer!"

"Yeah, but if we're going to be trapped her forever, we may as well do what is best to survive: even if we have to eat each other! Ha ha ha ha! Cupcakes made out of pony parts! The best there is!"

"That is sick and wrong! I mean, who gave you that idea; Discord?"

"Wow, you're good! That's why I can kill you slowly." Pinkie remarks with a cruel chuckle. This click in Twilight's mind: it was Discord who got her into this: convincing her how 'wonderful' making cupcakes out of pony parts was, "And then, I can find the others, share the 'experience' with them...then find Dashie and finish her off last; Ha ha ha!"

"No!" Spike exclaims as he tackles Pinkie from behind, pinning her down. "Don't do it, Pinkie Pie!"

"Pinkie Pie, listen: doing what you're trying to do is wrong." Twilight said softly to the mad friend. "You don't really think that pony cupcakes are good, do you?"

"They do taste good..." Pinkie said to Twilight, though a hint of sadness and guilt is heard in her voice. "But I don't like eating my own friends…"

"Then don't do it. You did a lot of good things for your friends. I may have been annoyed by you at first, but you have shown how you can throw parties and bring laughter to others, like when you help us face our fears in the forest. Remember the song?"

Twilight clears her throat, singing a familiar song.

Twilight: When I was a little filly and the sun was going down...
The darkness and the shadows, they would always make me frown

"Twilight..." Pinkie said softly, remembering that song...as well as the laughter that it has brought her friends.

I'd hide under my pillow
From what I thought I saw
But Granny Pie said that wasn't the way
To deal with fears at all

"Take it, Pinkie." Twilight said to Pinkie. The pony, the madness is slowly disappearing, nods as she sings next.

Pinkie: She said: "Pinkie, you gotta stand up tall
Learn to face your fears
You'll see that they can't hurt you
Just laugh to make them disappear."

Twilight grins as she uses a memory spell, one that helps bring memories of past deeds to the surface, on Pinkie Pie. Soon good and laughing memories return to the filly...the pony smiles as all her usual pink color is returning.

Soon Pinkie jumps up, knocking Spike right off as her mane and tail blows up back to their puffy like size again. The pony laughs as she and Twilight sings along, laughing around themselves.

Both: So, giggle at the ghostly
Guffaw at the grossly
Crack up at the creepy
Whoop it up with the weepy
Chortle at the kooky
Snortle at the spooky

Pinkie: And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna... hahahaha...heh...

Laaaaaaauuugh!

Twilight, Pinkie and Spike laughed as they fell on the floor, laughing some more until stopping.

"Wow! That was...fun!" Spike exclaims with a chuckle.

"Hee hee hee; I was gray and more crazy; Can you believe it?" Pinkie giggles a bit. Then she looks down a bit before standing up. "I'm sorry...I almost tried to kill you Twilight...and for what? To make cupcakes! What was I even thinking?"

"It's okay, Pinkie." Twilight said as she stood up and hug Pinkie before letting go. "That Discord was very convincing and nasty. Sometimes treats like his are tempting and good...but is it worth killing your friends just to have cupcakes like those?"

"Hmmm, now that you mention, no; I mean, ick! Only in some weird out fan-fiction by some author in the real world would that happen! I mean, gross!"

"Don't know what you're talking about, but I'm glad you're back, my good friend."

Pinkie gasps then bounces up and down excitedly, asking, "Really? You're my friend? You wanted to be my friend? I thought you were a bit annoyed! I mean, I can sense you being annoyed and..."

"Pinkie Pie," Twilight giggles as she stops Pinkie from bouncing. "I can be a bit frustrated, but never annoyed by you! At first, I was refusing to take friends because I thought knowledge and studying is more important than friendship...as well as something happening in my past that I prefer not to get into right now. But I saw how much you and the other ponies did for me...as well as what Spike did has opened my eyes up to see how strong and powerful friendship really is! You were the first pony to greet me when I first enter Ponyville and taught us how laughter is fun! For that, I will be happy to be your friend!"

Pinkie looks like she is about to burst...the pony is! The Earth one somehow turns herself into fireworks and fires herself into the air in excitement. Then she lands near the surprised Twilight and Spike, hugging them both.

"Yes, yes, yes! I knew I could get through to you, even if I sounded crazy to do so!" Pinkie exclaims eagerly, but stops for a moment. "So...what are we doing?"

"We're going to get the other ponies back and bring them to their senses!" Twilight exclaims in determination as she got out of Pinkie's hold. "Come on!"

"Yeah, let's go!" Spike cheers as he, Twilight and Pinkie rush off to find the ponies. One pony down, 4 more to go!

------------

Two Shadowbolts are on guard, making sure that no pony goes near the Elements of Harmony, in stone form. The minions thought it was dumb since Celestia and Nightmare Moon are no longer connected to them...and the only ponies whose could do so are discorded and trapped in Discord's crazy world.

Suddenly without warning, something zips by and knocks the two Shadowbolts down, sending them both to the floor. Whoever the attack is smirk as it grabs the stones and head off info hiding.

"Boy, the things I do for my friends." The attacker mumbles as it makes a portal appears. "Hang on, girls; I'm coming...though I need to ditch the costume after this is over..."

The mysterious attacker goes into the portal, taking the Elements with it.