Twilight, Pinkie and Spike continues moving their way until they found a dried up area. There's Applejack all right, sitting on her flank, mumbling, "Yeah, Ah would've gotten 'de Elements all by mahself...then those so-called friends o' mine abandoned an' betrayed me."

"Who is she talking to?" Spike asks Twilight puzzled.

"No one, sad really; Applejack is now lying to herself." Twilight said in pity. Applejack is now lying to herself. Well, time to put an end to this, "Applejack!" The orange now gray Earth pony glances at her friends. "We have come to fight for our friendship!"

"And to party," Pinkie laughs in determination, making Twilight and Spike look at her. "What?"

"Oh really? Where was yew when Ah was fighting Discord?" Applejack scoffs a bit while tossing a rock at Twilight who uses her magic to block. "Oh, playing Miss Toughie, eh?"

"Pinkie, Spike, I need to get closer to use the memory spell on Applejack." Twilight said to the other two in concern. "But I need a distraction."

"No worries! I got this!" Pinkie exclaims happily as she bounces over to Applejack, looks like this pony has a weird plan. "Hiya Applejack! You remember me, right?"

"Shucks; sure don't." Applejack lied, "Never met yew before."

"Awww, glad you remembered me! You must be the dumbest pony that Equestria ever has, right?"

"What? No, Ah ain't the dumbest pony in Equestria! Ah am 'de smartest!"

"Silly liar," Pinkie giggles to Applejack. "I figure since you're a liar you are telling the opposite of what you're saying! You must seriously love doing this, right?"

"Uh, love what?" Applejack asks, confused by what Pinkie is doing.

"Lying of course; you love it a lot!"

"Of course, lying is good!"

"So you admit to hating lying!" Pinkie laughs to Applejack, much to the pony's confusion. "Because you know that deep down, it hurt ponies because the truth always hurt!"

"No, no! There ain't anything wrong wit' lying!" Applejack exclaims, getting more confused yet concerned. "Ah...Ah just don't wanna tell 'de truth, dat's all!"

"Yeah...but you do wanna tell the truth, right? But couldn't. After all, you're the one who always loved Apple Bloom, your family and your friends and fears yet fears that telling the truth would hurt their feelings."

"'Dat's ain't true! Wait, it is true, but Ah...ah..."

Applejack looks confused and hurtful then she looks around and fell to the ground. The Earth pony is confused! The lying while telling the opposite is really REALLY hurtful. But Pinkie Pie is right. Lying isn't better than telling the truth!

"Wow...it worked." Spike said in amazement as he and Twilight came over to the smiling Pinkie and the groaning Applejack.

"Applejack, you okay?" Twilight ask Applejack who opens her eyes and looks at her in sadness.

"Ah ain't lying 'dis time...Ah don't know what 'ta do anymore! Telling 'de truth was what Ah wanted but Ah feared o 'de consequences! Lying isn't making things better fer me! Ah don't know 'ta do anymore!" Applejack pleads as she put both hooves together in a prayer motion. "Please, please, help me..."

Twilight smiles as she uses her memory spell on Applejack. Soon memories of the orange Earth pony's past came to surface, of how she helps other ponies, how her honesty has done her good in the past, and other great things in her past.

Soon Applejack's regular color is back to her as she gasps, back to normal. Pinkie exclaims while hugging the pony, "Applejack! You're back! You ain't lying anymore!"

"Yeah, sure ain't." Applejack said to Pinkie with a smile though looks a bit sadden.

"Applejack, why were you lying in the first place?" Twilight ask Applejack in concern, wondering why the Earth pony wanted to lie in the first place.

"Ah...ah saw yew an' 'de other ponies earlier an' yew were upset because Ah hurt yew wit' 'de truth!" Applejack explains to Twilight and Pinkie in sadness. "Ah couldn't bear 'ta do so anymore...so Ah started lying in hopes 'ta avoid hurting ponies' feelings."

"That wasn't us who appeared, that was part of Discord's magic! I know that telling the truth hurts sometimes...but is lying making things better for you?"

"'Ta be honest...no, Ah feel bad about lying but couldn't stop mahself."

"Yeah, lying can be a pain in the butt at times." Spike remarks with a shrug.

"Look, I know telling the truth is hard...but in the end, your friends will respect and care for you for it. No matter what mistakes you would make by doing so, they will be your friends no matter what. And so will I," Twilight said with a smile, much to Applejack's surprise. "I thought that I never wanted friends in the first place when I first came to Ponyville, but I was wrong. I want you to be the real you, a honest pony who would be there for their friends no matter. I want to be your friend who would appreciate that"

"Awww, really? Shucks, thanks." Applejack said while hugging Twilight before letting go. "Sorry about 'de lying...Ah guess deep down, Ah was really crying."

"It's okay. All right, girls, we got three more ponies to get back! So let's do this!"

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

Discord was watching the scene via an image while drinking a soda. He looks amused, remarking, "Well, well, well. Looks like Miss Sparkle is doing well...granted, I went easy on her this time. Well, when they meet Rarity, I think I will throw in a special surprise."

Discord chuckles sinisterly as he disappears from sight.

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

The three ponies and 1 dragon found Rarity laughing as she was swimming in a room full of treasure. The greedy pony was exclaiming, "MINE", over and over again! Looks like it won't be easy to bring this unicorn to her senses.

"Okay, we need to talk to Rarity, show her how greed isn't helping." Twilight said to her friends in determination, "Any ideas?"

"Allow me." Spike said with a nod. He wants to do whatever it takes to help Rarity.

"Spike, I don't think..."

"Please, Twilight...have some faith in me? Let me do this."

Twilight pauses a bit, then nods. Spike is right; she must have faith in him since the princess does if she has a good reason to bringing her here. The purple unicorn said, "All right, Spike, go ahead."

Spike nods as he came over to Rarity who is hugging another huge gem while doing the same thing to the first one. The baby dragon clears her throat, speaking up, "Rarity?"

Rarity, seeing Spike, yelps as she got defensive, snapping, "What are you doing here? Keep away or I will kick you out!"

"Relax; I will just stay right here, not moving an inch. I promise you that, I am not taking what is yours."

"Fine...but stay where I can keep an eye on you! This reward is mine, I earned it! I earned Blueblood, I earned everything!"

"Yeah, yeah...but does it really make you happy?" Spike asks Rarity, a hint of sadness is heard in his voice.

"Of course it does! I got everything that my heart desired! Fame, fortune, soon Blueblood...what's wrong with wanting what I wanted," Rarity ask Spike with a sigh of happiness and greed.

"Yeah...but does it really make you happy?"

"Well, to be honest...I felt something's missing...I got all this but...no one to share it with...not that I wanted to but..."

"But nothing; you always wanted to help others in need, even giving away stuff to those who need it! Remember when we first met? You offered to help Twilight with her mane and not charging her anything for the help! You even wanted to get her some clothes without payment too!" Spike exclaims to Rarity with a nod. "Right now, you are hoarding stuff that doesn't really make you happy."

"Well...you're right. To be honest, I remember when I was more happy helping others...like giving my tail to that sea serpent for one." Rarity said with a sigh. "But...I love the fame, fortune and Blueblood..."

"You can get them some other way, just not by greed! Friendship is like getting those stuff and more! Let me explain it this way."

Rarity and the others watch as Spike begins to sing a song.

Spike: You are lovely, Rarity
Yes so lovely and smart and brave and strong
So exciting, Rarity

Rarity looks surprised as Spike hug the unicorn, putting her some sort of tango position.

Even lightning bolts seem dull when you're along

"Spike...you're right." Rarity said with a smile and a blush. She then begins to sing.

Rarity: I am thrilliing

Spike: Rarity

Rarity: And my horn shines for my friends near and far

Spike: Share your glory
Rarity
And be our brightly shining super star

Rarity smiles a bit, no longer wanting greed. Twilight, Applejack and Pinkie came as the purple unicorn said, "Rarity, this new attitude may not last for long...but let me help you and you will remember who you truly are."

"Right, a friend through an' through whose generosity an' caring is well known." Applejack said gently.

"Especially since I wanted to continue singing the song from that Muppet special," Pinkie exclaims happily. "Oh, and be with a true celebrity...like us Spike right here!"

"Well, you're right...friendship is the true reward and when I'm with you, I'm a celebrity already." Rarity said with a sigh. "Well, Twilight? Let her rip!"

Twilight smiles as she uses the memory spell on Rarity. Soon memories of the white unicorn's true nature as well as her generosity came to life as her white coat is returned.

As Rarity and Spike dances, the song continues.

Rarity: I am stunning

Spike: She is stunning

Rarity: Rarity

Spike: Oh so stunning

Twilight, Applejack & Pinkie: And the world might learn how wonderful you are

Spike: (sighs) How wonderful you are!

Spike leans Rarity down a bit as he sings some more.

Share your glory

Twilight, Applejack & Pinkie: Oooooh

Spike: Rarity

Twilight, Applejack & Pinkie: Ooo-ooo-oooh

Four: And be our brightly shining Friend Suuuuupeeeeer Staaaaaar

Once the song is over, Rarity smiles a bit while saying, "My friends!" She hugs the others while saying, "I don't know what I was thinking! I have my true reward this whole time: my friendship with you all."

"Right and I want to be your friend, sharing the reward with you, through and through." Twilight said to Rarity gently. "And...sorry that I ran out when you were..."

"Oh, don't worry about a thing, Twilight! You were busy helping out with the Summer Sun Celebration! Don't worry! Just...what I was doing?"

"Hoarding 'de treasure fer yerself; As well as acting like a freak," Applejack said to Rarity, making the white unicorn cringes a bit.

"Okay, let us never speak of this again. At least what I could do is sharing this with other ponies and help fix up Ponyville..." Rarity begins to say. Suddenly growling noises are heard. "What's that?"

Pinkie screams as she points a hoof. The others turn and saw the treasure coming to life, turning into monsters while advancing on the heroes.

"You cannot leave us, Rarity." The chair spoke up sinisterly. "If you can't have us...we will have you!"

"OURS," The treasure booms sinisterly.

"And I thought hoarding treasure was bad enough, but treasure hoarding the owner?" Twilight ask uneasily, "Never!"

"This is the kind of treasure I DON'T want!" Rarity commented.

"Let's get 'em, girls!" Applejack shouted.

A chest fires out gems, Pinkie bounces around, taunting, "Nah, nah; your mother is a bronze and your daddy is made out of mud!"

The chest growls as he fires out more. Rarity yelps as a rope made out of diamonds grabs her.

"HEEEELP," Rarity screams in terror.

Suddenly Spike growls as he shoots out flame onto the diamonds hard. Amazingly, they melted, causing them to let go of Rarity. The baby dragon caught Rarity.

"Oh Spike...you save me." Rarity said happily, kissing Spike on the cheek.

Spike sighs happily. Twilight, blasting some of the gems with blasts from her horns, exclaims, "Wake up, Romeo! We gotta get away from this mess!"

"Right, right," Spike said quickly jumping up and stomping on a few stuff while carrying Rarity.

"Careful not to drop me," Rarity exclaims to Spike in concern.

The ponies and dragon quickly make it out of the room. Applejack calls out, "Any idea 'ta keep these things fro' following us, Twilight?"

"Ooh, ooh, I got one!" Pinkie laughs as she took out some sort of cannon from who knows where.

"What the hay is that thing?" Twilight ask Pinkie in surprise and confusion.

"It's my Party Cannon!" Pinkie replied.

"Party Cannon; How will that help?" Twilight ask Pinkie in further confusion.

"Watch and be amazed!" Pinkie exclaims as she points her cannon to the ground. "Cover your ears!"

The ponies cover their ears as Pinkie adjusts her cannon to "Maximum" and opens fire, yelling, "FIRE FOR THE NEW HOLE!"

Soon an explosion appears, sending most of the ponies back. As they recover, they saw the treasure pursuers falling in what appears to be a new hole.

"My word," Rarity exclaims in amazement.

"Pinkie Pie; where is yew?" Applejack calls out in concern.

"YAHOO," Pinkie is heard laughing; the others saw her falling towards them, landing nearby. She bounces off the cannons, giggling, "Did you see that? I was all 'BOOM BOOM' on the mean treasure! That was so much fun!"

"I gotta admit, Pinkie Pie, you did good." Twilight said impressed. "Rarity, are you all right?"

"Of course I am; thank you all...along with my little knight." Rarity said while smiling to Spike.

"Awww, thank you, Rarity; you're making me blush." Spike said with a blush on his face.

Twilight chuckles and shakes her head. She wonders the possibility of Spike even being with Rarity...especially since he is a baby dragon and the unicorn is practically older than him!

"Come on, we got 'ta find Fluttershy y'all." Applejack announces in determination as the ponies move on.

"Yeah, and fast, if we wanna defeat Discord and Nightmare Moon," Twilight added.

The ponies move on fast as one piece of treasure watches the scene...and changes back to Discord, frowning.

"Those ponies are even more persistent than I thought; Time for me to heat up Miss Fluttershy," Discord remarks in amusement as he disappears.

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

Fluttershy is scowling as she pushes a few rocks snapping, "You rock me, I rock you! Ha ha ha," Suddenly Discord appears. "Oh, what do you want now?"

"Forgive me, my dear, but you will have to have your discord self a bit...spiced up!" Discord announces as he pokes Fluttershy, causing her to yelp as she turns gray further, but with a bunch of red added in.

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

"Fluttershy, Fluttershy, where are you?" Pinkie calls out as she and the other ponies move throughout the city.

"Ah am still shunned 'dat yew told us 'dat Rainbow turned traitor an' left us." Applejack explains, shaking her head in disbelief. "'Dat just ain't right; yew know?"

"I know what I saw. She left us for those Wonderbolt fakes." Twilight said with a sigh. "But no worries, once we get Fluttershy and escape, we will talk to Rainbow and put senses into that hay picking mind of hers."

"Come on, Ah know Rainbow Dash. She is 'de most loyalest pony in Ponyville, well besides mahself!" Applejack insists to Twilight. "Rainbow must have a good reason 'ta do what she did just."

"I hope you're right..." Twilight said.

"No worries, if anyone could bring us back together, Twilight, it would be you." Spike said to Twilight in comfort.

"FLUTTERSHY; FLUTTERSHY," Pinkie yells out loudly.

"RIGHT HERE, DUMMY!" A familiar voice snaps as Pinkie got pushed into the ground. Fluttershy, more red and gray than ever, snarls, "You be loud, I too can be loud!"

"Fluttershy," Some of the ponies exclaim in shock.

"What happened to you? You're more gray than usual with red added in, darling!" Rarity exclaims in shock to her friend.

Fluttershy, instead of answering, grabs Rarity and lifts her in the air, snarling.

"Fluttershy, stop; what are you doing?" Pinkie asks Fluttershy in shock and horror.

"Simple. Fluttershy rule and you all drool!" Fluttershy laughs as he sent Rarity to the ground, causing her to hit it hard.

"Rarity," Spike exclaims in shock.

"Hey, Spike! What's wet and clueless?" Fluttershy ask Spike evilly.

"Oh, I don't have time for..." Spike yelps as Fluttershy dumps a bucket of water all over herself. "Hey!"

"You are, bucket head!" Fluttershy laughs evilly as she drops the bucket on his head, getting it covered in the progress

"Girls, we will have to work together if we want to bring Fluttershy down." Twilight said grimly. With Fluttershy acting like this, they will have to save her by force.

"Right," Pinkie said with a salute

Pinkie toss some rope to Applejack who looks at her puzzled while saying, "Ah don't know if Ah should be glad or confused 'dat yew got rope fro' out o' nowhere, but not is not the time; YEEHAW!"

Applejack spins rope around and uses one to lasso Fluttershy.

"Okay, Fluttershy, giddyup," Applejack exclaims to Fluttershy with a grin.

Fluttershy growls as she tries to shake Applejack up. The Earth pony held on, knowing that even she couldn't do so for long.

"Ah need some help here." Applejack said, her mouth muffled due to the rope in her mouth.

"Pinkie Pie, help Applejack!" Twilight exclaims to Pinkie in determination.

"I'm on it!" Pinkie shouted as she ran towards Applejack to help her.

"Hooves off!" Fluttershy growls as she prepares to strike Applejack but was stopped...by a stop sign?

"Stop," Pinkie exclaims to Fluttershy. The mad Pegasus pony looks confused as she saw the Earth pony allowing a group of ducks (don't ask how they got there) pass by). "Wait a moment. Wait..."

Suddenly Fluttershy yelps as a tight dress is put on her, Rarity is using her magic to tighten it up. The gray pony demands, "Release me or I will get mean!"

"Honestly, Fluttershy, rhyming like that isn't your thing." Rarity said to Fluttershy with a sigh.

"Keep her tightened up, Rarity!" Applejack exclaims as she uses another rope to tie up Fluttershy.

"Let go of me, let go!" Fluttershy demands angrily but yelps as Pinkie hits her on the head with a clown balloon mallet.

"Please stop, Fluttershy. You aren't really mean! You are kind and even help us like you did that happy Manticore!" Pinkie exclaims, trying to reach Fluttershy's true self.

"That Fluttershy is dead!" Fluttershy scowls madly.

"No, she isn't dead and I got proof." Twilight said as she trotted over to the struggling Fluttershy. The purple unicorn then uses her memory spell on the pony, causing her to stop her fighting.

And then, memories of Fluttershy's true self came to surface, the discord part is struggling to keep hold.

"Come on, girls, we will need to help Fluttershy get her true self back to the surface." Twilight said in determination.

Twilight and her friends hug Fluttershy, cheering her on and encouraging the yellow Pegasus pony to come back.

Soon, Fluttershy's memories of her true self resurface all the way, the yellow pony's color is restored to her, making her gasp.

"Oh...my," Fluttershy said in shock. "Twilight, I have just a terrible dream." She notices the state that she herself is in. "It wasn't a dream."

The others cheers happily as they hug Fluttershy before releasing her from the ropes and dress.

"Oh dear...I didn't hurt you too much, did I?" Fluttershy ask her friends meekly. "I think I remember what I did...and I was acting like an over assertive monster."

"Shucks, Fluttershy, it ain't yer fault." Applejack said, "It's all 'dat Discord's fault because he discorded ya."

"It's okay to be assertive, darling, but not to the point of acting like a brute." Rarity said to Fluttershy with a smile. "We like you just as the kind Pegasus who cares for animals and her friends."

"As well as me; I want to be your new friend, Fluttershy." Twilight said with a smile, "If that's okay with you."

"Really; Oh thank you!" Fluttershy said happily while hugging Twilight. She lets go meekly. "Sorry, I got...emotional."

"Well, looks like we won Discord's game, but I feel like we're missing something." Spike said in concern.

"We got everypony, Spike, whom could we be missing?" Twilight ask Spike skeptically.

"Ahem, perhaps one certain Pegasi," A familiar mare voice spoke up while clearing her throat.

The ponies present and Spike turned to the source of the voice, and to their shock, they saw...

"Rainbow Dash," They all exclaimed in shock.

The five glares as the Shadowbolt member lands nearby. Here is the one pony that Twilight thought she can count on...but Rainbow ends up leaving them with the Shadowbolts, stranding them in this world to being with!

"Back off, you traitorous ruffian!" Rarity demands as she uses her magic on some rocks, throwing to throw them. "How dare you show your face around us after what you pulled!"

"Yes, go away and leave us alone!" Fluttershy demands sternly but Rainbow glares at her. The yellow Pegasus pony looks down nervously, "Uh, please?"

"Rainbow, please; Whatever Discord said or did to you...it's wrong." Twilight pleads to Rainbow. "You don't have to join some wicked team just to fulfill your dream and be the best. You..."

"Quiet! I am here on important business! And I ain't leaving until it's done!" Rainbow snaps sternly to the ponies.

The other girls and Spike gasps as they prepare themselves; Looks like Rainbow is about to fight them; The blue Pegasus pony glares as she...drop six rocks near the mares. They, especially Twilight, look confused by this action.

"What in tarnation are those?" Applejack asks Rainbow in confusion.

"Wait...these..." Twilight gasps as she instantly recognize them, the symbols and the such on the rocks, "These are...the Elements of Harmony! But..."

"Yep; stole them from Nightmare Moon. Of course, it took me a few minutes or so to do so as the alicorn have them under constant guard." Rainbow remarks with a shrug. This information put a big realization in all of the ponies.

"Rainbow...you were on our whole side the whole time!"

"Yeah, it's all true."

As Rainbow took off her Shadowbolt outfit, the amazed Spike asks, "Why? I thought you...well, at least they...mind filling me in here?"

"Yeah, sorry about the deceit, girls; I have to tricked Discord and the Shadowbolts into tricking that I have turned my back on you to fulfill my dreams and played loyal soldier to that evil alicorn." Rainbow admits as she took the uniform off and ditched it. "It's the only way I can steal the Elements away from Nightmare Moon. Of course, I was almost tempted due to my coat turning gray...and having trouble getting here but...err, Twilight? Some help?"

"Of course," Twilight said, noticing how Rainbow's coat is turning gray like mad. She uses her memory spell on the blue Pegasus pony, restoring her in time. "There."

"Thank you. Come on, I would never leave my friends hanging, not even for my dreams. Please forgive me for my deceit."

The ponies smile as they came over and hug Rainbow. Pinkie giggles, "Dashie! I knew you would never turn on us! You are the best, nicest friend that we have!"

"Gotta admit, Rainbow, Ah have mah doubts...but yew came through fer all o' us." Applejack said with a smile. Twilight smiled. Her faith in Rainbow is truly restored. The Pegasi has pulled off a convincing trick to gain the trust of Discord, the Shadowbolts and Nightmare Moon, even her friends are fooled.

After letting go, Twilight looks at the Elements carefully then looks in concern, "Wait, I counted five...but where is the last element?"

"Maybe Rainbow has forgotten to steal it." Fluttershy said meekly and worried. Could it be that Rainbow has forgotten to steal the last Element of Harmony?

"No way; I know that these are all the elements that Nightmare Moon's goons were guarding!" Rainbow insists to her friends. "Maybe the last element appears when the first five are together or something."

"I hope so. We will have to wait until we find the portal out of here." Twilight said with a sigh. The ponies will have to decipher the mystery of the Elements later. Right now, they got to get out.

"Uh, I left a portal on over there." Rainbow said as she motions to a portal nearby. "We can see that to escape."

"But the rules state that we must use Discord's portal to leave. Otherwise, it would be breaking the rules."

"I don't see why we should follow that monster's rules." Rarity said to Twilight with a scowl. "After all, he cheated us in the first game. What makes him think we would follow the rules this time?"

"Because, we would be worst as he is." Twilight points out to Rarity in concern. "Besides, what's to say that Nightmare Moon or her followers wouldn't figure out what's going on and try to attack us if we were to use Rainbow's portal...or if she could still use it now?"

"Oh, right. Good point." Rainbow remarks with a nod. What Twilight points out does make sense now. After making the portal that she herself has made disappear (to keep Nightmare Moon's minions from coming after her and the others), Rainbow then ask, "So where is this portal thing that Discord hidden?"

"The only way where we haven't been to: there."

Twilight points a hoof to the only place in this wasted city that the ponies have yet to visit: the ruined palace. That is where they need to go.

-----------

The group reaches the palace after a few minutes and found it: a portal right in front of it. And who is waiting for them? That's right. Discord himself!

"Hey Discord, we're here!" Pinkie exclaims to Discord with a smile.

"Oh, I see. Looks like you got your friends back after all." Discord remarks to Twilight in amusement then frown at Rainbow. "What are you doing here? I thought you were supposed to be hanging out with a better crowd."

"Ha! Shows what you know! Didn't bother to realize that the trickster got tricked here," Rainbow laughs in triumph at Discord. The Spirit of Chaos and Disharmony frowns again, this time glancing at the Elements this time.

"Oh, I see. So you tricked me, eh; Heh heh heh...I HATE BEING TRICKED!"

Suddenly Discord fires a blast from one paw. The ponies and Spike were knocked back as the attack hits the Elements. When they recovered, the heroines and dragon were horrified as the only ones that can stop Discord and Nightmare Moon are now in pieces.

"NO!" Applejack and Fluttershy gasps in horror. Even Twilight is stunned by what happened.

"Oh yes! So much for your Elements of Harmony, my little ponies," Discord taunts the ponies sinisterly. "You got back together but your victory is now over! Now you will never save Equestria from either Eternal Night or Chaos!"

Most of the group looks down in defeat...it looks like all is over. As Discord laughs madly, Twilight looks at the Elements, then to her friends...

And suddenly, a spark appears in the purple unicorn's eyes...

Author's Notes:

The song in this chapter came from the Muppet Christmas special 'The Christmas Toy.' Does anyone got a clip to that because I can't seem to find it on Youtube. Thanks.