Equestria Girls Remake

by JusSonic

Chapter 3: Chapter 3: New Challenge, Familiar Faces

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Chapter 3: New Challenge, Familiar Faces

Chapter 3: New Challenge, Familiar Faces

Things in Equestria aren't improving. Twilight's friends are worried that their friend hasn't returned yet from her quest. To them, she should've gotten the crown back and came home by now. Eventually, things got intense that Celestia orders the room with the mirror to be blocked off, not allowing the rest of the Mane Six into it unless they are with Celestia and Luna.

As the guards stood on duty, they fail to see a hooded figure sneaking past them and heading towards the mirror. He looks at it and is about to enter, when a familiar voice stops him, "Lorcan?"

Lorcan sighs as he turns to see Luna nearby, obviously catching him in the act. The scarred brother of Spike said, "I know you caught me. It's obvious to you why I am here."

"You are worried for your brother and wish to come...but you shouldn't go. We've already risked much allowing Ben, Nyx, Spike and Phobos go with Twilight but your presence may make things complicated."

"Trust me; they won't know that I am there. Lulu, please, let me go. Spike is my brother and I want to protect him from those who wish him harm."

Luna hesitates then nods while saying, "I won't say anything as long as you know. Just promise me that you come back, safely?"

"No promises." Lorcan remarks, "Luckily, my cloak and powers will keep my form in that world so I won't worry about transforming into something worst like a dog."

Luna looks surprised as Lorcan jumps into the mirror. What does the Dragon meant by that? Sometimes it's hard to understand him.


Back in the parallel human world, the gang is heading off. As they look for some classes, Twilight asks, "I wonder what class we should take."

"I might be of help." A voice said.

The gang turns to see a male brown human with Golden hair as Twilight Ben and Nyx say, "Golden Heart!"

"You are smart to know my name and you three must be the new students that Celestia had informed me about. I have a good class for you. You will be in the class that my little sister goes to. Papers are already signed for all three of you so you can stay as a group."

"Thank you Mister Golden Heart." Nyx said, bowing in respect and amusement. Golden Heart's human self is as useful as the alicorn back home.

"You're welcome now, run along you three." Golden Heart insists as he waves the trio off. They head to the class as Golden Heart walks back to Celestia's office. He says in his mind, 'Once more, my far sight was right once again. I have faith that Twilight will win. But I better see if Celestia has anything for me to do to help for the coming Princess of the Fall Formal."

Golden Heart goes into the office to talk with Celestia.


The Superior of the room enters a white room, looking around to make sure that no one is watching. His horn glows as his magic makes a hidden stairway appear. The leader of the Apocalypse Ponies trots now, thinking about his past and what's happening now; Sunset Shimmer better be successful in her mission...or horns are going to roll.

The Superior reaches the bottom as he heads into a room before locking it up. The leader wants some privacy to do this. The cloaked villain sat in a throne while glaring at something's in front of him.

"It has been a while...Narissa." The Superior mumbles to the remains of a rip black cape with purple stars on it, along with a locket with a picture that is hidden from view in it.


Trix Lulamoon fumes as she trots into a room, getting a bit ticked off. The newly alicorn is still ticked off that the Superior would go to...to Sunset Shimmer of all unicorns for this mission! Not that she's mad as the spy for Celestia knew that the mission was to take over Equestria and to kill Twilight...but to give the mission to Sunset Shimmer, a certain pony that Trixie cannot stand? Unforgivable!

As Trixie heads to some steps, a familiar voice spoke up, "Yo, Trix!" Trix turns to seeing Warring Malice nearby, standing. "What are you in a hurry for?"

"Where's the Superior? I must speak with him now!" Trix snaps to Warring Malice angrily.

"He's in that room, the Room of Sleep. The Superior will be in there awhile."

"What is the Superior doing in there? He often spends some time in that room that only he himself knows of. Ugh! The Superior makes me so mad sometimes!"

"Yeah, I know. Of course, only a few has ever saw the Room of Sleep, even I do. I once spend a few minutes outside, waiting for him to come out." Warring Malice pauses as she put a hoof to one chin, thinking of something. "Funny. He is always the only one in there...but I keep swearing that I've heard another voice in there, talking to him right back; a mare voice for that matter. Pretty odd, isn't it?"

Trix looks concerned. Who in that room that the Superior could be talking to if he's alone? However the Apocalypse Ponies member shakes her head, saying, "Listen, I wish to talk to him about his choice of unicorn for this mission."

"You mean Sunset Shimmer, right?" Another familiar voice spoke up. T. Moon, still in her cloak and hood, is standing on a balcony above them. "Forgive me, I've heard your conversion and couldn't help but overhear. Why are you upset?"

"Why?! The Superior doesn't know of my past history with...with her! Ugh! I can't believe it."

"Getting jealous?" Warring Malice ask Trix Lulamoon in amusement.

"No! I can't stand her...not after what she did to me. My past involving Sunset Shimmer, back before her disappearance..." Trix snorts as she stomped on the floor of the room in anger, "Why can't he choose one of us for this mission; Why Sunset Shimmer?"

"The Superior needs someone who is familiar with that world and its inhabitants. While we do know, we aren't...that familiar." T. Moon explains to Trix and Warring Malice. She pauses while adding, "Sunset Shimmer is already practically having hold on that place. When her mission is complete and Equestria is ours, she will make a new addition to our group."

"I don't know why. I don't think I even want that bully in this group. I don't know why the Superior want her to kill Twilight Sparkle when he is so darn powerful, he would've just kill her before."

"Hey, Trixie, relax." Warring Malice said, patting Trix on the shoulder. "The Superior knows what he's doing. Twilight Sparkle won't be a problem for our little group. Got it memorized?"

"Sometimes I wish that the mission was a failure..." Trix groans a bit.

Trix leaves the room. T. Moon glares after her. That alicorn has been objective of Sunset Shimmer's involvement since the Superior first made idea of the plan. The Apocalypse Ponies should keep an eye on her...


It didn't take long for Twilight, Ben and Nyx to begin classes, making sure to hid their backpacks along with Spike and Phobos to keep them from getting discovered. As they watch the teacher writes something on the board, someone comes in; it was the same human with the flat pink hair with a lot of papers which she gives to the teacher.

"Well done Miss Pinkamena, how about greeting the new students while I look at your work?" The teacher suggests to Pinkamena in a bored tone of look.

"Ok teacher." Pinkamena said. She hugs the teacher and greets the newcomers but looks at Twilight as she uses a pencil with her mouth but Pinkamena takes it out of her mouth and makes Twilight grab it with her hand. "Silly Twiley, you use your hands, not your mouth."

The teacher calls as Pinkamena comes over doing a flip making some of the class clap a little. The teacher says, "Once again, you got a perfect score and done all your work for this school year."

"I study really hard. So can I go back to guarding the statue please?"

"Well you done all your work for this year and I can't think of anything you could do but then again your brother talked with me about it and with Celestia. Well ok but be sure you come to the crowning of this year's Princess."

"Ok." Pinkamena said with a grin, making most of the students groan. They already know who will win that one. She heads out but then says to Twilight and the gang, "If you like to talk, meet me by the statue with the others that look like your friends where you live at."

Pinkamena then heads off as the teacher says to Twilight, "She always acts like Pinkie Pie but she does so well in studying, she is one of the top best students in school. I still am surprised how she does it."

Even Twilight got to admit, Pinkamena is scaring her a bit.


Soon it is time for lunch. The students went to the cafeteria to get some food. Twilight, Ben and Nyx, the females are wearing backpacks with their 'dogs' still hiding inside, got their lunch from an old woman cafeteria worker who looks like a human version of Applejack's grandmother Granny Smith.

"Thanks, Miss Smith." Nyx said with a nod.

"Shucks, just call me Granny. My granddaughter Applejack does." Granny said to Nyx with a chuckle. The girl chuckles as she follows Twilight, Ben and Fluttershy through the line. At least this old woman didn't give her a hard time like the pony Granny Smith, especially since after Nyx was no longer Nightmare Moon. It took a while for the old mare to trust the former villain.

"I know we've just met, but I was wondering if you might be able to help me with something." Twilight said to Fluttershy with a grin.

"Of course," Fluttershy exclaims to Twilight eagerly. The girl is already liking the one who stood up against Sunset Shimmer and Boris for her so she is willing to try her best to help. The gang heads over to an empty table nearby to talk while eating their food.

"Twilight have decided to run for Princess of the Fall Formal, and--" Ben begins to explain. Suddenly Fluttershy's eyes widen in horror as she gasps. "Is there a problem, Fluttershy?"

"Oh, gosh! Sorry. It's just, oh, running for Fall Formal Princess is a REALLY bad idea."

"Why?" Twilight ask Fluttershy puzzled and concerned.

"Come on, mo...Twilight shouldn't have a hard time in becoming a princess, right?" Nyx ask Fluttershy, not sure what's the big deal is though she and her new coming group already suspected.

"Sunset Shimmer wants to be Fall Formal Princess, and when she wants something, she gets it!" Fluttershy explains seriously to her new friends. "She'll make life awful for anyone who stands in her way. But the worst is Boris; he will make sure of that too. Because if you don't, you saw what happened before. Just ask the girl that ran against her for Princess of the Spring Fling. You can ask her boyfriend who tried to help, but he ends up getting beaten so badly."

"I have to try!" Twilight exclaims in determination. She can't let Sunset and Boris discourage her from trying...and the mare got to get that crown back.

Ben nods as he adds, "Besides, Boris is just the big bully who show off his muscles and skills, so that nopony," Phobos reach out of Nyx's backpack to slap on Ben's head to correct him, "I mean, nobody dare to face him."

"Da- I mean Ben's right. That guy needs some lessons, even though he's tough." Nyx said in agreement. The girl isn't afraid of Boris or Sunset Shimmer. "We're not afraid of him. We can take him! That shouldn't be a problem for Twilight to become a princess."

"Oh, I don't think you all understand. You'd have to convince everyone here to vote for you instead of her: the athletes, the fashionistas, the dramas, the eco kids, the techies, the rockers." Fluttershy explains seriously as she points to each table that appears to have certain Kids of certain talents; the last table has Flash Sentry sitting with a bunch of rock kids.

"Hay, that's Flash Sentry." Ben responded in recognizing the guy the group saw earlier.

"You know him?" Fluttershy looked to Ben in almost surprise to hear this.

"We bumped into him on our way in. Why's he with a group of Rockers?" Nyx answered off while pondering a question.

"Well...he's actually very good, he's almost like the leader of that group, and...word is, he got lessons from Rockstar Celeb himself; Johnny Brock." Fluttershy lightly blushed a bit in saying that Flash Sentry is a good player of an electric guitar to being Rockster leader, but most of all...is that he got lessons from a famous celebrity.

"No way," Phobos's voice spoke from in Nyx's backpack in hearing this discussion. "Urhm..." Then Spike's backpack next to Phobos's kicked the latter to hush him up as they can't be seen or HEARD talking. Fluttershy was almost about to question this, but a nervous Nyx beat her to it.

"Eh-hehehe, no way, seriously, the really famous rock star," Nyx chuckled nervously in trying to be the one who spoke to cover up Phobos's mistake while asking an interesting subject about a topic of a subject the gang from Equestria know.

"Yes, apparently, he & Spell Nexus were colleagues in college where Principal Celestia taught and they became good friends, just before our principal got a job here & the assistant principal was also able to work in the same area." Fluttershy happily explained the subject about a background history that had some similarities to the ponies own world, sorta. "But still, anyone who knows or even hangs with Johnny Brock is a legend to being popular here. He's very kind, very thoughtful, friendly to kids and he sings to help ease our souls." The shy girl smiled a bit in thinking how it must be nice to be with someone many students all love the rockstar celebrity that's a great singer and a nice guy.

"Wow, guess Flash really hit it off." Ben smiled in thinking that his good buddy in this world really had it made somehow.

"Yes, but Boris keeps an eye on him, he doesn't like anyone trying to take too much in being the most popular in the school; So long as he doesn't stand out too much, Boris leaves him alone." Fluttershy issued this fair warning of concerns, that Boris from Sunset Shimmer's group doesn't like it when some other hotshot steals his popularity, the mean jerk can be jealous at times, but hasn't made a move, strange as it sounds....

"Typical. Even a nice guy like Flash is being watched by an evil hawk like Boris." Ben rolled his eyes in hearing this, of course Boris of this place would keep an eye out on anyone that dares to trespass on his turf, for whatever the Boris of the pony universe wanted, he got by any means, so this other guy must share the same mutual feelings.

"Why is everypony..." Twilight begins to say but Spike slaps on her head to correct her, "Uhh, everybody separated this way?" The girl finds it hard to believe that everyone isn't sitting together as they want.

"Maybe it was different at your old school, but at C.H.S., everybody sticks to their own kind." Fluttershy explains to Twilight with a sigh.

"That sounds familiar." Ben commented, referring to the Hearth's Warming Eve Event and war between Unicorns, Pegasi and Earth Ponies.

"Sounds very harsh and different to each other, don't you think?" Nyx ask Fluttershy in concern. The students shouldn't be staying with their own kind if they don't want to. They themselves should hang out with anyone they want!

Fluttershy sighs, "I know what you mean. One thing that they do have in common is that they know Sunset Shimmer is going to rule the school until we graduate. If not," The girl gulp, "Boris will make you regret it."

"Not if I can help it!" Twilight remarks in determination. She then begins to chew an apple...just like in her pony form! Ben Nyx and the 'dogs' sigh in embarrassment while Fluttershy looks at her oddly. Noticing the looks, Twilight stood up and said with an embarrass giggle, "So, uh, where would I find the head of the party planning committee?"

"Right, we wish to talk to whoever is in charge ASAP." Ben said with a nod, Fluttershy was hesitant but she agrees to help anyway.


Twilight's group enters the school's gym where the Fall Formal is going to be at. The place is decorated to look just like a party room so whoever is in charge can't be far behind, right?

"Fluttershy said she'd probably be in here." Twilight said to the others as they came into the room.

"Weird, she appears hesitant more than ever." Nyx remarks in concern. "Especially about whoever is in charge. I wonder..."

"Incoming!" A girl's voice is heard. Without warning, a balloon came from out of nowhere and knocks Twilight down to the floor. As the others help her up, they saw that the one who spoke is a girl who appears to have the same pink hair style and eyes as their friend Pinkie. She is wearing a blue and white shirt with a purple collar, a purple sash and a violet skirt with three balloons on it.

As the girl breaths in and blows into a balloon, Twilight begins to introduce herself, "Hi, my name's Twilight Sparkle and..." The purple girl's eyes widen in shock as the pink one turns around, Twilight recognizes her instantly, "Pinkie Pie?"

Twilight yelps as Pinkie let go of the balloon, causing it to deflate air right into her face. Nyx exclaims, "Wow! You are here too!"

"Huh, are you two psychic?" Pinkie asks Twilight and Nyx in a combination of curiosity, eagerness and amazement. Ben couldn't help but chuckle. Even here, the girl can be so random!

"Uh, no; I don't think so, unless of course that's something you can do here." Twilight said quickly. She wonders if this girl has the same Pinkie Sense as her pony counterpart. If that's the case, the princess may have trouble in wondering how to avoid stuff from falling on her.

"Eh, not usually."

"So how do you predict the future?" Ben asks curiously. He notices Pinkie's rear shaking, pushing himself and the others out of the way to avoid some balloons falling and landing at where they themselves were at.

"Wow! You know that my rear can shake which means stuff is about to fall!" Pinkie exclaims impressed. "I am so nervicited to meet someone who knows! You are psychic!"

Twilight chuckles sheepishly. May as well get to the point so the girl said, "Fluttershy said this is where I'd find the head of the Fall Formal planning committee." Of course, the pink girl frowns deeply at the mention of the word 'Fluttershy' as if the mention of her name brings a bad taste to her mouth.

"Fluttershy, huh; don't let the whole 'shy' thing fool you. She can be a real meanie."

"You two aren't friends?" Nyx ask in surprise. Twilight looks concerned. Pinkie would never be upset at Fluttershy back home unless there's a good reason to. "Why?"

"Aww, don't you worry about good ol' Auntie Pinkie Pie and not worry about that mean old Fluttershy." Pinkie giggles as she pats Nyx on the head. "Soooooo, who are you?"

Twilight coughs a bit as she explains, "My name is Twilight Sparkle, this is Ben and this little girl is..."

"Oh, I know! Let me guess! I’m great at guessing games. Um…Little Shadow; No… how about Night Shade; Oh, I know! Black Snooty, Black Snooty!”

Twilight and Nyx cringes a bit at this, Pinkie's guessing reminds them of when Nightmare Moon shows up at the Summer Sun Celebration when she, the pony Pinkie at least, tried to guess her name...and when she meets Nyx the first (or was it second?) time when Twilight was passing her off as her own cousin at the time and Pony Pinkie did the same thing.

A little hint of deja vu, don't you think?

Ben came to the rescue, saying, "Her name is Nyx, Twilight's little sister...and now then, about Twilight's attempt to run for the Princess of the Fall Formal thing?"

"Waited a bit to get your name on the ballot, huh? Dance is day after tomorrow." Pinkie remarks happily as she took out a signup sheet and a pencil from out of her hair.

"How are you able to keep stuff in your hair like that?"

"That's none of your darn business, Benjamin!"

"We're brand new here." Twilight said to Pinkie with a smile.

"Oooh; I thought you didn't look familiar." Pinkie said though she looks at the newcomers oddly. "Though, now that I'm really lookin' at you, do you have a twin sister who lives in the city, has a pet dog named Spike that looks just like that one? As well as a little sister like her who has a pet dog named Phobos? And as for you, Benny, do you got a same twin brother?" The newcomers look at each other nervously. Does this mean that they got human versions in this world?

"Uh, maybe?"

"That depends on what you're looking for." Ben said to Pinkie uneasily.

"Of course, it could be a coincidence." Nyx remarks to Pinkie with a giggle.

"Thought so; Anywho, just need to fill this out and you are officially up for the coveted Princess of the Fall Formal crown." Pinkie giggles a bit. Of course, since Twilight can't use a pencil or a pen without magic, she has to use her hands to write her name...and did so terribly. After Twilight sign up, she gave the form back to Pinkie who looks at it. "Wow! You have really bad handwriting. It's like you've never held a pen before."

Twilight gave out a nervous laugh, "Is it?"

Before Pinkie could ask some further questions, a voice spoke up, "Somebody order a dozen cases o' fizzy apple cider?" The group turns to see someone coming into the school gym with a case of fizzy apple cider. She is a girl with modern zap green eyes, white freckles on her face and her hair is tied in a blonde ponytail. She has a brown cowboy hat, a white shirt with a green scrawl, blue shorts with a belt that has an apple symbol on it, and brown boots with three apples on them. Twilight's group automatically knew that this girl is Applejack's human version.

"Oh! Oh! Me, me-me-me, me, yeah, ha ha, me," Pinkie giggles while waving her hands in the air like a silly fool, making Twilight's friends laugh a bit.

"Can yew bring in ‘de rest?"

Applejack was talking to a boy who is Big Macintosh's human version, same eyes and hair but is wearing a red jacket over a white shirt, a brown belt, blue pants and tennis shoes. He even speaks like him too, "Eeyup."

As Applejack put down a case, she saw Twilight's group for the first time. The girl smirks while saying, "Hey, Ah know yew."

"You do?" Twilight ask a bit uneasily, fearing the worst so to speak.

"Sure, yer're 'de new girl an' her friends who gave Sunset Shimmer an' Boris 'de Animal 'de what fer today." Applejack chuckles as she gulps some cider.

"Well, when creeps like them bullies poor kids, we can't stand by." Ben said with a smile to Applejack. "You would probably do the same time like we did."

"Probably, but wit' Sunset's influence an' such, she may ruin mah business."

"Twilight Sparkle here is going to run against Sunset Shimmer for Princess of the Fall Formal." Pinkie said as she jumps in eagerly. This causes Applejack to widen her eyes in shock as she spits out her drink.

"Let me guess, you think that's a bad idea too?" Nyx ask Applejack in concern.

"Eeyup; Ah'd think twice about 'dat. Ah'm sure she'll probably approach yew all friendly like..." Applejack then holds up two balloons, uses a marker to put in Sunset and Twilight's faces then the girl imitates Sunset Shimmer's voice as if to prove her point. "Ah sure am lookin' forward 'ta some friendly competition." She then fakes Twilight's voice while holding other the other balloon. "'Dat's so good 'ta hear." Applejack then goes back to her own voice as she said, "But then, here comes 'de backstabbin'."

Applejack took out a pencil and pokes the Twilight balloon to let the air out of that one. The group cringes a bit. Yeah, that's like Sunset to do something like that.

"An' trust me, if Sunset doesn't backstab ya or intimidate ya, yew bet yer soul 'dat Boris will do 'de rest fer her!" Applejack remarked. "About 'de only girl in 'dis school yew can trust less than Sunset Shimmer is Rainbow Dash."

"Rainbow Dash," Twilight ask in shock. So there's a Rainbow Dash here as well, but from the sound of Applejack's voice, it's obviously that the cowgirl don't like her for some reason.

"She's the captain of, like, every team at Canterlot High." Pinkie adds while trying to deflate a ballopn, only for it to pop in her face.

"What's wrong with Rainbow Dash?" Ben asks Applejack puzzled, making the cowgirl scowls at the mention of her name.

"She's also 'de captain o' sayin' how she's going 'ta do somethin' fer ya, an' turnin' around an' not even botherin' 'ta show up." Applejack scowls angrily.

"Come on, I betcha she's not that bad."

"Oh, she's worst! Do yerselves a favor, sugar cubes, stay away fro' her if yew know what's good fer ya! She's a disloyal traitor an' a brat!"

Twilight's group cringes some more. Yeah, maybe Applejack and Rainbow has a rivalry back home in Equestria, but at least they would never talk about one another like that! What has happened that made the human versions be at each other's throat like this?

"Thanks for the advice, Applejack, but this is something I really need to do." Twilight said to Applejack seriously.

"Huh, suit yerself." Applejack remarks with a shrug as if saying 'it's your funeral'. If Twilight wants to be humiliated by going against Sunset Shimmer, that's her problem. Then something else made the cowgirl confused. "Hey, how'd yew know mah name is Applejack?"

"Um, Ah uh...Heh heh heh; didn't you say?"

"Nnnope," Big Macintosh said as he came in with some more cases of apple cider, confused as his sister is. It's odd that Twilight knew Applejack's name when they just first met.

Nyx pauses, smirking as she said quickly, "Big shy guy say 'eeyup'?"

"Eeyu...wait, what?"

The girls and Ben laughs a bit at what Nyx just did. Twilight giggles, "Yeah, nice one, Nyx."

"Your big brother is a big shy one, isn't he?" Ben asks Applejack with a grin, "A real ladies man, eh?"

"Shucks, Ah done tried 'ta git him a date fer years now, but he done haven't made 'de first move." Applejack said to the newcomers with a smile. "O' course, between y'all an' me, he has a thing fer Miss Cheerilee, 'de school librarian."

"Applejack! Don't tell them that!" Big Macintosh exclaims in alarm, blushing a bit.

"Wait, Cheerilee's a librarian? Wouldn't she be more older than him?" Nyx ask Applejack puzzled. Since Cheerilee is a librarian, she must be a teacher and probably more older than Big Mac.

"Actually, Cheerilee is a student teacher, around 'de same age as mah big brother." Applejack explains with a smirk. Big Macintosh blushes as his sister continues, "Come on; just ask her out, big bro!"

"Better Cheerilee than that meanie Fluttershy." Pinkie remarked, frowning a bit and still upset at Fluttershy.

"Well, it sure was nice meeting you both. I'm sure we'll be seeing you around." Twilight said with a chuckle as the group makes their leave from the gym.

"Right, see you around soon!" Ben exclaims as he drags Nyx right out of the gym.

"Wow, Cheerilee is a student teacher. I betcha she likes Big Mac!" Nyx giggles happily as she leaves the gym.

"That Twilight girl's trying to hide a secret, but I am totally on to her." Pinkie said seriously to Applejack then whispers, "She's psychic!"

"Uh-huh. If yew say so." Applejack remarks while rolling her eyes. Pinkie is so random.

Suddenly the doors of the room slammed open. Entering the gym now are Sunset Shimmer, Boris and their minions, the last four looks like Snips and Snails who are lacking their horns and are wearing clothes, as well as Boxco and Dum-Dum, the dumb unicorn and Pegasi who hangs around Boris back in Equestria, who are lacking their horn and wings and are also wearing clothes like humans.

Sunset glares at the gym in disgust, popping a balloon while snapping at Pinkie, "This looks terrible! There should be more streamers near the stage and fewer balloons."

"Yeah, streamers," Snips remarked in agreement.

"And fewer balloons," Snails said with a stupid laugh. He and Snips throw the balloons and streamers into the air while trying to be mean and tough...to no prevail.

Boxco chuckled as he asks Snips and Snails, "This is how you runts do? This is how we deal with balloons!"

Boxco and Dum-Dum jump and stomp on the balloons as they popped. The latter remarks, "Seriously, why would our boss, Sunset Shimmer, want losers like them? They are so losers as dumb as bats."

"Right. So weak as little kittens."

Boxco and Dum-Dum laughs until Boris glared at them. They got scared at once.

Boris groaned, "It's dumb as apes, and weak as little mice! I don't even know why I hire you as my scouts. At least, Snips and Snails did something 'interesting' that Sunset Shimmer wanted, like how you are useful in fighting, even your little brain are so tiny. Just keep your mouth shut, especially you, geeks!"

Snips, Snails, Boxco and Dum-Dum said nervously, "Yes sir!"

Boris leaves the room at this point with Boxco and Dum-Dum following their boss. Sunset Shimmer now checks out the refreshments that are being served. The girl took a sip of the apple cider and spits out the contents in disgust.

"Fizzy apple cider; Ugh," Sunset exclaims in disgust. "This is my coronation, not a hoedown."

"Well, now, it ain't necessarily gonna be yer coronation 'is time around." Applejack challenges Sunset, making the girl's eyes widen in surprise, but the bully recovers enough to badmouth her again.

"Oh, is that so? You country folk really aren't that bright. Must be why the other students say such awful things about you." Sunset taunts Applejack, making her growl angrily at the bully. "Obviously it's gonna be MY coronation. I'm running unopposed."

"Not this time. The new girl just signed up!" Pinkie points out happily, making Sunset's eyes widen in shock and disbelief.


"I know, her handwriting is really bad. Although that black girl with her is very fun!"

Sunset Shimmer grabs the signup sheet from Pinkie and looks at it. Who dares would try to run against her this time? The girl notes how bad that the handwriting is as if she hasn't write before. But Sunset Shimmer did notice that she manages to put in the name 'Twilight Sparkle' in there. Of course, that explains everything!

"Where is this Twilight Sparkle?" Sunset Shimmer mumbles to herself. She notices the others looking at her oddly, causing her to laugh nervously. "I'm look forward to meeting the competition!"

"Oh, she left with the black girl and that guy Ben before you show up." Pinkie explains happily to Sunset Shimmer. The girl storms out of the gym to confront her latest problem.

Sunset Shimmer saw Boris and his goons seeing Twilight's group heading off, the male bully smirks as he wolf-whistles after Twilight while exclaiming, "Whoa, baby! Look at the new girl, guys. She's quite the beauty."

"Who? Her?" Dum-Dum said in concern, noting how Twilight is holding Ben's hand. "I don't really know about this, Boris."

Boxco nods as he said, "Yeah, I think that she's already taken."

"Then I will make her un-taken." Boris remarks with a smirk as he prepares to go after Twilight. The bully always gsst what he wants and if Boris has to beat up Ben to get the new girl, then so be it.

"And where do you think you are going, Boris?" Sunset demands as she taps Boris on the nose when she says 'you are going'.

"I just wanted to talk with the new girl, Sunset, and maybe take her out on a date; Perhaps as my date to the Formal."

Sunset, sighing in annoyance, said, "You're wasting your time, Boris; that new girl, Twilight Sparkle, belongs to someone else. You'd never have a chance with her."

"What?! Someone already has her as a girlfriend?! Who," Boris demands angrily to Sunset more than he asked.


Twilight and her group pass by the students, looking for a way to figure out how to get support or information on how to do so. They enter a hallway which appears to have lights going on and off at random; Kinda creepy.

"Can't believe I didn't recognize you earlier," A familiar voice taunts sinisterly. The group turns to see Sunset Shimmer sneering at them. Looks like she finally recognizes them, "Should've known Princess Celestia would send her prized pupil here after my crown, and her little dog, too."

"It's my crown!" Twilight exclaims to Sunset furiously.

"Right, you have no right in stealing it, Sunset Shimmer." Ben remarks sternly to Twilight.

"Well, well, you must be the princess's adopted Earth pony brat. Somehow, this makes things interesting especially since a pal of mine is interested in your 'filly-friend'." Sunset Shimmer taunts, making Ben glares at her. Turning to Nyx, she adds, "I don't think any introductions are needed. Cat eyes, black skin, purple hair and having a Moon Dragon dog for a pet...you must be the infamous 'Nightmare Moon' herself!" The former student mocks the Nightmare Moon part.

"Don't EVER call me Nightmare Moon! It's Nyx!" Nyx shouted angrily.

"Whatever. Anyway, the loss of the crown is just a minor setback for me." Sunset Shimmer commented, not worried about the loss of the crown. "You don't know the first thing about this place, and I already rule it."

"If that's so, why do you even need my crown? You went to an awful lot of trouble to switch it with the one that belongs here." Twilight said suspiciously.

"Yeah, why steal the Magic Element of Harmony? You don't seriously have any friends so you can't use its power of good for your own uses." Ben said to Sunset Shimmer seriously.

Sunset Shimmer smirks as if she was told the most stupidest questions in the world...which they are to her. She said, "Pop quiz: what happens when you bring an Element of Harmony into an alternate world?" No one in Twilight's group answer, they don't really have an answer to that question. "You don't know? Seriously," The girl laughs cruelly. "And you're supposed to Princess Celestia's star student, her little kid, and the darkness known as Nightmare Moon."

"Stop calling me that." Nyx snaps, her teeth grinding a bit.

"Then again, what were the chances she's find somepony as bright as me to take under her after I decided to leave Equestria? And yes, I am talking about you, Twilight. Bit embarrassing that you were the best she could do." Sunset Shimmer remarks sinisterly. Spike and Phobos growl angrily at her.

"Is that a fact?" Ben snaps to Sunset Shimmer furiously. Nyx is this close to doing the stare on this evil girl for saying such things about her adopted mother like that.

"Oh, and I'd keep an eye on your boyfriend, your little 'daughter' and mutts. Hate for any of them to be taken away from you. Or better word for all of them: harm." Sunset Shimmer remarked off in a cruel statement to not look so intimidated which still left the others staring with frowns at this girl's attitude.

"Is that a threat?" Spike held up his left paw to shake it like a fist in remarking what he heard this girl say about the dogs, Ben and Nyx being taken away from their friend Twilight, or worst harmed.

"Cause you're looking at some, right here, sister!" Phobos remarked off with sharp teeth while growling to wanna be unleashed, right now even.

"You can threaten us all you want, but we're not going to stop from what we came for, Sunset Shimmer. You'll regret for all the things you had done to this world, and my best friend, but you already know who he is. A Pegasus friend from the Royal Guard," Ben snaps to Sunset furiously.

Sunset glared at Ben for mentioning her former colt-friend, Flash Sentry from her former home.

"Daddy's right. We're not afraid of you. We won't let you get away with it, Sunset Shimmer." Nyx remarks angrily to Sunset Shimmer.

"Try to threaten my friends if you want, I'll show you how the threat is really like." Phobos remarked, showing his bare teeth to the bad bully.

"Oh, of course not," Sunset Shimmer lean down to make a sly wicked smile expression to toy and taunt the doggies in what she said; Which of course, earned some barks from the two changed dragon dogs in not liking the girl, "But I cut down on the chatter if I were you." Sunset tap her two fingers on the dogs' muzzles to silence them in being quiet, for their own sakes. "Don't want everyone to know that you five don't belong here. Now would you?" Twilight and Nyx moved their bags with their dogs inside away to hear Sunset make this shrew statement about sticking out like shore thumbs, and enjoying to taunts the gang about it. "Do you think you actually can beat me, Twilight Sparkle?"

Twilight glared at her as she demands, “What's that supposed to be mean?”

Sunset scoffs as she continues, “You want to be a princess here? Please. You don't know the first thing about fitting in, especially when you still had your worst nightmare to deal with.”

Twilight was shocked when Sunset Shimmer mentioned about her nightmare.

Sunset smirks as she explains, "That's right, Sparkle. I know your darkest dream. Gee, I wonder which one is the real you when you become a princess. Are you benevolent or a tyrant? You're not destined to become the first one. So you'd better be careful if I was you, or else you'll end up like King Sombra. Good luck with fitting in, and dealing with your nightmare, 'princess'."

Sunset walks away while laughing. Twilight looks down and squat down of what Sunset had said. She cried and sobbed. Ben, Nyx, Spike and Phobos became worried.

"Twilight; it's okay, calm down." Ben said, doing his best to help Twilight a bit.

"Wish I had my bucking beam sword!" Spike mumbles quietly, wanting so much to get his beam sword to teach Sunset Shimmer a lesson.

"A shame, really, perhaps the lady should hang around...better company." Boris, who appeared from out of nowhere, remarked off towards Ben in seeing Sunset Shimmer leave after giving Twilight a hard time, to which...he could make her forget such problems...

"I think she'd rather be with us and wild animals then spend a minute with you! You really are an animal, aren't you?" Ben made an angry expression towards this human version of the jerk from his world that he just can't stand.

"You appear to not know your own place, and the more we chat, the more it feels like I've known you...and despises you all the same." Boris also shared an annoyed glare at the boy that was with Twilight, something about Ben makes him really come to not like the guy.

"Believe me, feeling's mutual." Ben remotely spoke with his face looking ready to fight this guy.

"But here's a tip." Boris issued from showing a little badge with a rifle mark on it. "Around here, I'm Boris 'The Gunmen'! For my skills in the hunting division sports department in school, the best to get his targets and always gets what he wants. Whether it's fame, recognition, terror and fear, and any girl that can't resist my charm of... persuasion," The guy was pretty much a part of a club where he was the best to show off his skills as a hunter and be known for being the best around the school, even to get the ladies. Yep, this all sounded vaguely and all too awe-inspiring of the original Boris before the pony version lost his title as Canterlot Hero to being an outlaw crook; the Red Devil.

"Ugh, like this story isn't familiar!" Ben groans to gag in hearing this Boris brag about himself and always got the girls in class to fall for him and made all the other class shun outsiders that he deem...'unworthy' to go near or be friends with.

"So I'll make this crystal clear to you! Call me Boris the Animal, and you'll see an ugly side to me you wish you hadn't!" Boris snapped off to almost press his presence to glare at Ben's eyes with his stern look of warning to not cross his path, or suffering dearly.

"I think I just did." Ben looked away to almost gag in how close this jerk was in getting between his personal space.

"Hmph, I shall also take my leave, but before that..." Boris spoke off from turning to leave to almost catch up to Sunset Shimmer, but saw someone coming from his right side which caused a hidden smirk that the others didn't see. "You should know you made my list, Benny boy, at first, there was only one type of being I enjoyed to make amusement from. So let me introduce you to both!" He issued to have Ben come after the bully, and the good kept a stern glare at the jerk to come out from the corner into the open as he does so, however....

"Waugh...guah," Suddenly, Ben cut between a cleaning cart full of janitor cleaning equipment, and made some grown up human janitor trip to yelp off to knock them both down. Worst off, a trash can was knocked over, while it landed on the janitor's head over his torso, Ben saw himself in a messy state, and could only glare at the 'jerk' that could have plotted this 'incident' to happen.

"Going from cool ego to the gutter, you should hang around your lower Earth filth types, like the hobo before you! Hahahah...." Boris cackled off to say before turning to leave after getting a good laugh out of humiliating Ben.

"Boy, what a jerk!" Nyx made a frown to see Boris leave while she and Twilight helped Ben up to push off some filth on his clothes.

"Hugh, this Boris acts just as mean to Ben as the one we knew back as foals." Twilight sighs in feeling that the Boris in this alternative world is precisely like the one that they knew from their foal days in school, which makes it harder to reconsolidate the present case here.

"Sir, are you alright?" Ben spoke from where he helped the poor janitor up to his feet...while still having a trash can over his head.

"Ehhh, be fine after I remove this darn trash can off my noggin. Can't see much or hear much with it on." The guy spoke with a Red-Neck accent from his struggles, but his voice 'did' ring some bells for this group.

Once the trash can was off the guy's head, did Twilight's group see what he looked like, and were shocked upon the sight; He was in between his 30s and 40s with brown skin color, gray short messy hair, plus a little side burns that were white of his in-grown beard and blue eyes. He seemed to be wearing cloths most matching that of a hobo; on his open shirt was a cross between an apple and some cleaning and workmen equipment that looked like a familiar Cutie Mark.

"Phew, smelling cleaner air again." The hobo janitor sighed in relief, sounding ever more familiar to those that study him while the dogs only peeked from open zippers.

"Hobo...Joe...?" Ben ushered off in being stunned to see and knows this person, or rather, his other self the Earth pony that he and Twilight knew from their school days, Hoboken Joe, AKA Hobo Joe by some kids that called him a hobo. The pony was Ben's second friend next to Twilight, the guy that no matter how bad his situation was, always looked to keep a positive outlook even when he was in places where giving up was the only thing to do. Once more, he was honored as 'Honorary Task Voluntary' by Celestia, given the Canterlot Castle Library task to work directly for the princess, and if not for this guy, Ben might have lost himself as the Demon Pony, and Twilight have let her special pony's disappearance ruin her entire life's future if not for this guy....or rather the other guy.

"Hugh? What now," The janitor now revealed as Hobo Joe, looked to Ben by surprise. "Well, shoot, how'd you know my nickname?" Hobo Joe asked off with a little smile in seeing somebody knows him, question is...how?

"Ugh...lucky guess," Ben spoke off to shrug off in dodging that bullet of how he know something from his own world.

"Good enough for me. Please to meet you folks, name's Hoboken Joe, the janitor of this school. There a mess, I clean it up." Hoboken Joe smiled off to say while introducing himself to the company.

"Well, sir...I'm...Twilight, Twilight Sparkle." Twilight snapped to her attention to introduce herself to the hobo here.

"Well nice to meet yah, Twilight, Twilight Sparkle. Or did you mean just one twilight for your sparkly appeal and personality?" Hobo Joe shook the girl's hand while making a joke that earned a little smile from the girl.

"Heheh, you're funny sir. I'm Nyx by the way, and this here's Ben Mare, our friend." Nyx giggled in seeing how funny this guy was being to them, he's nice and she introduces herself and her father.

"Well, nice to meet you all!" Hobo Joe smiled to shake the other mentioned folks hands too. "Course, with a name like mare, I think I was meeting a female horse." Ben sorta frown in hearing another quote about his name, but 'deja vu' struck the moment that only Celestia's adopted son would remember such a line metaphor. "Hehe, but don't get me wrong, son, why, your name's probably better off than my rigidity nickname any day this week. Ask me, you got a horse's luck to dodge it. Heheheh," The guy was laughing at himself to make Ben not feel so bad for his name, it was something Twilight and Nyx smiled in seeing the hobo make Ben feel less bad.

‘I can't believe it, is it really Hobo Joe? His voice, his personality, and how he doesn't be bothered by my name, and says I'm better than he is. It really IS him! Only, it's this world's version.’ Ben thought in his mind as if almost staring in a mirror, this human hobo was likely a close resemblance to Hoboken Joe in all possibilities. "Sir, did you see what happened?" Ben snapped back to reality to ask if the man here saw what happened to him.

"Can't say that I did," Hoboken shrugs off to say while picking up the loose trash on the floor.

"You mean you miss the jerk Boris tripping you to knock da...day out of you and Ben?" Nyx recovered from almost giving away her relationship with Ben about the question at hand.

"You should report this!" Twilight insisted to the man after he was done picking up the dirt.

"Well, shoot, wish I could, but I'm in a jam myself." Hobo Joe shrug off his shoulders to sadly say, he can't help the folks here, "Can't rat on any students mistreating other students without having consequences to pay." He issued off to rub his head while looking like he's in quite a pickle.

"What...consequences?" Twilight raised an eyebrow in what this hobo was about to say?

"Hugh, you see, I'm being blackmailed by somebody. Don't have a ding-dong-dang by who but I got a weird call with a picture and instructions." Hoboken Joe sighed before telling these kids the sad situation that he's in which ain't good, someone is blackmailing him from squealing. "It said if I wanted a secret to not ruin someone's career that they could make it happen and lose something important, I had to just watch and do squat nothing." Hoboken threw off a little mad tone about not being able to stop some bad deed done cause of some mystery caller.

"That's terrible. Who would do something like that, and to who," Nyx gasped in hearing this and was upset that someone had such power.

"Well...ye see...that's complicated cause...it involves me and, um....a fellow staff member." Hoboken Joe kinda blush a bit in rubbing his fingers together strangely while seemingly sounding hesitate to answer until...

"Wait, don't tell me. Let me guess; Miss Mona Crafts? You and her are in love, right?" Ben held up his hand to smile with a calm face in knowing 'precisely' who Hoboken Joe was trying to say about complicated matters; it was clearly about love since that's how the others back home have it.

"Yeah, the fun art teacher who's love for art and creativity is noted by Canterlot High School's board. Boy, she is something. But how'd you know?" Hoboken Joe sighed in happiness in recalling that teacher, but then looked bewildered in how Ben knows that much about their relationship.

"Let’s just say...I read your atmosphere of your stated situation." Ben basically spoke in having a good idea in reading what Hobo Joe was doing, added with his knowledge of this guy from another world would act in the same way.

"Well, whoever is blackmailing me, got a picture of us making out and stole a prize artwork from Mona Craft's desk she had since her earlier school days." Hoboken Joe explained the matter of how he's being blackmailed by the person that's threatening him to not tattle-tale. "And you can see why I gotta follow, not just for my sake, but Miss. Mona Crafts' sake and her treasure. Course I try to buck-up if it was only me, but I ain't letting nobody pick on that sweet-little thing." Hobo Joe was determine to hold out in this jammed state of his, he was doing it for someone he cares for and not of his own, that's true nobility, even from a hobo.

"Sir, we understand, and...I'm sorry that we can't help." Twilight sighed in sorrow to see that Hobo Joe was having problems too, and they can't help him while having their own share of problems.

"Ahh, shucks, just being nice to a hobo like me and even taking time to help me up is more than I can treasure." Hoboken Joe patted Twilight on her shoulder with a smiling face in being happy to meet such kind and thoughtful kids in the school. "You kids must be new. So if you're in some mess, don't threat to call me to help you out of the jam state. Heheeeh....Dum-dum-dum...." Once he was done, Hoboken Joe gathered his things, started to push his cart down the next hall while humming a song tune to pass the time.

"Old Hobo Joe, he's still the same." Ben shook his head to show a little smile, glad to see something here was just the same as it was back in their own Equestria.

"But that guy's different, right?" Phobos poked out of Nyx's backpack to say about this hobo and the hobo that the group know are two different beings.

"Right, but he's the guy that helped daddy like mommy did when they were in school." Nyx nods to Phobos's point, but now see this hobo janitor, even if the situation is different from her parents meeting the guy, Hoboken Joe was still the friend that helped them out of some hard time cases.

"Now our problems just gone up with Sunset Shimmer and Boris keeping close watch on us." Spike sighed in reminding the gang of their other problem, that two nasty folks see them as problems.

"Hugh, we better keep moving guys." Twilight sighs in seeing they may as well get going since they need some time to think about what's happen from Sunset Shimmer's little chat to them.

Ben, Nyx, Phobos, even Spike riding on Twilight's backpack could tell, the girl was still distracted by matters here. First about how some of the Mane Six versions around so far, or either heard, aren't too much friends; And to hear the tough state that Hoboken Joe of this world has problems was eating up in Ben's mind, the guy didn't deserve blackmail to keep his nose from snitching about the problems at school. All of these things almost sounds like...troubles have been blooming when Sunset Shimmer took over, can the pony/human and Dragon/dog versions of the group from a pony universe help set things right...or not...we'll have to wait...

Sunset and Boris, who witnessed the conversion, turn and saw their henchmen, covered in steamers. The girl frowns as she asks, "What happened?"

"That party brat put some stupid streamers on these four idiots. I told them enough about destroying your coronation and look what happens to them." Boris remarks dryly, explaining what happened while Sunset Shimmer was threatening Twilight's group.

"The very boy who you nearly picked on, his name is Benjamin Mare," Sunset said as she points to Ben, the one who Twilight's attracted to.

"Is that so? Well, then. I'm gonna make Benny-boy wish that he and Twilight never got together." Boris said sinisterly and cruelly. When he gets through with Ben, he will regret winning Twilight's heart.

"Calm down, Boris. And listen up. I've got a plan, one which will involve Twilight, Ben and little Nyx." Sunset said with a nod.

"All right then. We're listening." Boris said anxiously.

Sunset removed the streamers from Snips, Snails, Boxco and Dum-Dum. She then orders the four, "I want you four to follow her. Bring me something I can use just like I did with that last girl who thought she could challenge me."

"You got it, Sunset Shimmer." Snips said, saluting his boss stupidly as did Snails.

"You can count on us, milady and sir. We won't fail you." Boxco remarked, giving the same salute to Sunset and Boris as did Dum-Dum.

"You'd better or else this." Boris remarked, hitting on a locker to get his message across, shocking his stooges, Snips and Snails.

"When the crown and its powers are mine, Twilight will be sorry she ever set hoof into this world." Sunset Shimmer remarks sinisterly. "Not that she would've been safer if she stayed in Equestria. The Superior will be pleased."

"Right, sure." Boxco and Dum-Dum said at once. They don't know what Sunset is talking about but the two morons went along with it anyway.

"Yeah, in Equestria," Snips said with a stupid laugh.

"What are you still doing here?" Sunset scowls in annoyance as she pushes Snips and Snails forward. "Go!"

Snips and Snails end up banging heads together, making them yelp, "Ow." They recover and heads off on their sinister mission.

"You two as well; get going!" Boris scowls at Boxco and Dum-Dum kicking at the two, causing them to yelp and run after Snips and Snails.

"We're going, we're going!" The two stooges exclaims quickly.


Twilight's group stood in front of the vending machine. Despite feeling better thanks to Hobo Joe, the poor girl is still worried about the nightmare that Sunset Shimmer mentioned. How can she can benevolent and not become King Sombra?

"How does this work?" Ben mumbles a bit, trying to figure out how to use the machine. Twilight frowns as she stood on all fours, preparing to kick at the machine but Ben shakes his head, stopping her from doing something stupid.

Just then a girl, who is Trixie's human version, came up, smiling as she said while pushing the group out of the way, "Excuse me. The Great and Powerful Trixie," The gang pauses as they wait as if the girl is about to do some magic. "...Needs some peanut butter crackers."

Trixie put some money into the vending machine. A clank noise is heard as some food came out of the machine which Trixie takes eagerly.

"Voila!" Trixie exclaims arrogantly and proudly. Twilight couldn't help but roll her eyes at this. This human version is as arrogant and egotistical as the pony version back home.

"Excuse me...Trixie?" Nyx ask, getting Trixie's attention. "Uh, can you lend us some money? We are new here and didn't bring any cash with us."

Trixie pauses then smirks as she took some cash, giving it to Ben. She said, "The Great and Powerful Trixie don't normally do this...but since she heard of how you three upstage that bully Sunset Shimmer and Boris earlier, I shall be generous this one time."

"Thanks, Trixie." Ben said with a smile.

"Don't mention it...but if you want Trixie to be more generous...put in a good word for me with Boris." Trixie said, blushing a bit. "Trixie thinks he's hot!"

"You do?" Nyx asked in surprise. Trixie nodded in reply while blushing.

"Yeah, we will make sure to do that." Ben said to Trixie who chuckles upon leaving.

As Ben works on getting some snacks for himself and the others, Phobos comments, "Geez, this Trixie is like the one from back home. Well, minus the whole fugitive thing, the Alicorn Amulet, and the fact that Snips and Snails don't seem to fawn over her.

Spike stops as if he saw something, some sort of cloaked hooded figure watching them before vanishing. A familiar scar appears to be...no, it can't be...

Ben figured out the vending machine and got some snacks for himself and the others. As they eat, Spike notices a sad look on Twilight's face, making him ask, "Twilight, you okay?"

Twilight sighs in sadness, explaining, "Sunset Shimmer is right. I don't know the first thing about this place. And not to mention that my nightmares are plaguing my mind. I can't focus on the task. Maybe she's right; I wasn't destined to become a princess. I don't think I can handle it especially when she mentioned King Sombra."

"Hey, don't let Sunset's words beat you, Twiley. Remember what Hoboken Joe told us: 'Sticks and Stones may bust my bones, but Words will never hurt me'." Ben assures his true love. He isn't going to let that bully's words get to her no matter what. "I'd say we try again. Remember what my mother said when you became an Alicorn; you display charity, compassion, devotion, integrity, optimism, and the leadership of a true princess. There's something that Sunset Shimmer doesn't understand about being a princess. Don't worry about that nightmare, because you still have us. We'll get through this, I promise. It's not over."

"Yeah, mo- I mean, Twilight. Ben's right. It's not over yet." Nyx assures Twilight, making her look at the others. "There's one thing that you can have but Sunset doesn't: friendship and family. Everything will be fine, Twilight. We promise. If we want to beat her to get the crown, then we have to get everybody to vote for you."

Twilight smiles as she said, "You're right, thanks. If I'm gonna really fit in and win votes, we need to do some research."

"Yeah. Let's do it, Twilight." Ben said.

"Research," Spike scoffs a bit as the group stop in front of a set of double doors. Why is he not surprised that Twilight would wanna do that?

"This place has a school. I have to believe it's got a..." Twilight opens the doors then grins as he saw a big library in front of her and the others, "A library!"

"Yes, we could find what we need here." Ben said eagerly.

As the group heads inside the library, they fail to see four familiar stooges watching them from their hiding places. Snips ask Snails eagerly, "Got your phone?" The former held up his cell phone.

"Got yours?" Snails ask stupidly as he held up his own phone.

"Guys, you boy got your phones and so did we." Boxco remarks with a smirk as he held up his phone.

"Right, let's follow them. When we're done, we will wish that we are never born!" Dum-Dum laughs stupidly.

"Uh, that's 'they' will wish that 'they' are never born." Boxco corrects Dum-Dum.

"Sorry." Dum-Dum apologized.

Nevertheless, the four minions snicker as they sneak into the library, doing their best not to get caught. During this time, Twilight sat at a computer, looking puzzled. She is trying to figure this one out. The girl knows about computers that the ponies used back home...but the ones here, she is in the dark about.

Twilight admit, "This is more advanced than any of the computers Megan taught us to use and may take a while to figure out. Of course, back home, I could work a computer with magic and, at present, that's not an option. The only positive aspect is, at least, with human hands, I don't need a special keypad either."

Ben saw Cheerilee working, putting away some books; he spoke up, "Miss Cheerilee, is it? Can you assist us?"

"Sure, what can I do for you?" Cheerilee asked as she turned to Twilight's group.

"So, I just push the letters here and then the words and moving pictures will come up here?" Twilight ask puzzled, pounding on the keyboard before picking up the monitor.

Cheerilee sighs a bit, breathing in and out. The student teacher is obviously used to this kind of behavior by now. Cheerilee smiles as she put the monitor down, saying, "That's right."

Twilight press a letter button, causing something to appear. The girl grins while saying, "Maybe this place does have magic."

"Hey Miss Cheerilee; Got any books on this school we can use?" Nyx ask Cheerilee politely. "We need to do some research and I am fascinated with this school so far."

"My little sister has an eagerness to learn." Twilight adds to Cheerilee with a chuckle.

"Well, of course we got books you can use. This library is full of them." Cheerilee said kindly.

Cheerilee gave a book to Nyx who is smiling a bit. This woman is amazed by how a little girl is interested in learning, just like the filly's own pony teacher back home.

"Thanks. We will put it back when we're done." Ben said with a smile as he took the book. "Say, how about that Big Macintosh? I betcha she sounds like a nice guy to hang with. What, is he around your age or something?"

Cheerilee blushes a bit as she pushes her cart away, obviously not wanting to get into that; As Ben and the others look away, they fail to see Snips, Snails, Boxco and Dum-Dum being exposed after hiding behind the cart. The four rush off to hide elsewhere before they are seen.

Some music from another computer caught Nyx's attention as she turns to see the human CMC dancing and bobbing their heads to some music coming from a computer that they're using. Cheerilee came back, slapping her head in annoyance as if expecting this.

Nyx notes how the song that is being played sounds like the same one that her friends back home once sung at the talent show, "When you're a younger..."

"Uh, girls, what are you doing?" Cheerilee asked the human CMC.

Cheerilee turns off the speaker that is playing the music. Sweetie grins as she explains, "We're just seeing how many hits our new music video has gotten."

Scootaloo turns the speaker's volume back up as she and her pals resume dancing to the song with Scootaloo's voice singing, "So the three of us will fight the fight..."

"No, just..." Cheerilee sighs as she picks up the picture.

"There is nothing..." The song was cut off as Cheerilee turns the volume right off before unplugging the speaker, much to the girls' disappointment.

"No. The school computers are for research purposes only." Cheerilee scolds before heading off with the speaker; so much for the song.

Apple Bloom sighs sadly as she and her friends look at the music video's comments, "It's just as well, y'all. Some o' 'de comments about or song was really awful: 'Epic Fail', 'Funniest thing Ah've ever seen!'"

Nyx pauses then smiles a bit. Perhaps these girls need a friend to give them confidence. The black girl came over and spoke up, "You know, the last one doesn't seem like a rude comment. I think it's a compliment if you think about it."

"Really?" Scootaloo asked with a smile.

"Sure, I think it's funny in a nice way." Nyx remarks with a giggle.

"Funniest thing they've ever seen, huh?" Sweetie asks, pondering and smiling about this, "Yeah! You know, you sure know your music!"

"I got friends at home who deal with this kind of thing all the time!" Nyx explains happily to the human versions of the mentioned friends.

"Hey, Ah know yew." Apple Bloom said upon spotting Nyx.

"You do?" Nyx asked Apple Bloom in surprise. She wonders how this girl even knows her.

"Eeyup; Yer're 'de new students who stood up 'ta 'dat no good Sunset Shimmer an' Boris 'de Animal," Apple Bloom comments, motioning to her, Twilight and Ben; Sweetie and Scootaloo giggles at the 'Boris 'de Animal' part. "Give them what they wanted fer; 'Dat's mighty impressive as mah big sister says. So what's yer name?"

"Nyx; Thanks for the comment, Apple Bloom." Nyx said with a nod.

"Don't mention it, Nyx." Apple Bloom said with a smile. She then realizes something, making her confused. "What 'de hay? How did yew know mah name?"

Nyx gulped for the mistake and think of something and fast, "I kinda guess it."

"Really; Whoa! You must be a psychic. That is so amazing!" Sweetie exclaims excitedly, making Nyx sigh in relief. "Okay, tried to guess mine and my friend's names. Who are we?"

Nyx pretends to guess, "Sweetie Belle and Scootaloo?"

"Whoa. She's good. Totally awesome," Scootaloo said impressed. "So who’s our sisters, and my idol?"

Nyx nervously 'guess', "Apple Bloom's sister is Applejack, Sweetie Belle's sister is Rarity, and for Scootaloo's idol is Rainbow Dash."

"Cool!" The CMC exclaims at once by the 'guesses'. Nyx smiles, it looks like she is friends with these three already!

"Not only yew an' 'de others are awesome, but yer're good at guessing." Apple Bloom said eagerly. "'Dat is so mighty impressive. No wonder everybody an' mah big sister kinda liked yew an' yer family."

"Family; Ben is my sister Twilight's boyfriend." Nyx said quickly, not wanting to give away her father's true relationship to the girl.

Apple Bloom waves it off, chuckling, "Don't worry. Just because he's yer big sis's boyfriend, doesn't mean he's not part o' yer family. Yew guys are apple pie."

"Apple Bloom's right. No matter who's your boyfriend or girlfriend, that consider as a good member to your family." Sweetie explains with a smile. Nyx felt a bit happy upon hearing that.

"Yeah, Nyx; I mean, Rainbow Dash isn't my real sister, but I consider her as my best and close sister that I ever had." Scootaloo remarks eagerly. "So do you consider Ben as your 'close' brother?"

Nyx smiles uneasily as she answers, "Yeah. You could say something like that."

"Hey Nyx, just wondering, would yew like 'ta join our club?" Apple Bloom asks Nyx eagerly. This surprises the former evil known as Nightmare Moon. This is like the same time when her own friends invited her to their club back home; The difference here that there's no surprise.

Sweetie Belle said, "It would be amazing if we work together and have fun."

"We don't usually get lots of members these days because we have different styles." Scootaloo remarks while rolling her eyes. "But that doesn't mean we're not good friends. So what do you say?"

Nyx smile as she said, "Let's do it." After all, if the girl is a member back home, she can be a member of the CMC right here in this world too. Wouldn't this be a story to tell her own Apple Bloom, Sweetie Belle and Scootaloo when or if she gets back to Equestria?

The CMC cheer on, "Awesome; let's go."

"I'd better tell my mo- I mean my big sister about this. She can be worried sometimes." Nyx said quickly. She wants to ask her mother for permission to hang out with the CMC before going anywhere in this world.

"Sure. Been there, done 'dat." Apple Bloom remarked, referring to how worried her own sister Applejack can be.

"Take your time, Nyx." Sweetie said with a smile to Nyx.

"We'll wait." Scootaloo remarked with a nod.

Nyx goes over to Twilight, asking, "Twilight? I just made some new friends...which you know already. Can I hang out with them? I promise to come back when I'm done."

"Of course you can hang with them, Nyx." Twilight replied with a smile.

"We will do our research while you're gone. Go on." Ben chuckles to Nyx, waving her daughter off.

Nyx giggles as she came back to the human CMC, saying, "All right, all right to go."

"Good! We are planning on proving how funny our song really is!" Apple Bloom exclaims eagerly as she, her friends and Nyx heads off to prove how funny their song is, much to Twilight's notice and concern.

"Uh, I don't know that that's what you should take from..." Twilight begins to say, trying to speak reason to the CMC but groans as they left, taking Nyx (and most likely Phobos who is still in his backpack) with them.

"Forget it, Twilight. They are stubborn and determined like Nyx's friends from back home." Ben explains to Twilight with a chuckle.

Twilight sighs as she goes back to figuring the computer, getting a bit confused then pound the keyboard with her fists.

During this time, Twilight, Ben and Spike has no idea that Snips, Snails, Boxco and Dum-Dum were using their phones to record what she's doing while snickering.


Seconds later, Twilight grabs some books to read...and stacking them way too high. As she tries to bring them over to the desk that the group is using, Twilight has trouble keeping balance.

"Whoa! Whoa!" Twilight exclaims in alarm. She yelps as she herself fell to the floor, dropping the books all over, "Waah!"

As Twilight recovers, Cheerilee frowns as she shushes her, "Shhh!"

"Uh..." Twilight said with a nervous chuckle while getting back up.

"Sorry." Ben apologizes to Cheerilee with a shrug.

As Twilight, Ben and Spike works on picking up the books, they fail to see some on the shelves nearby moving aside. Snips, Snails, Boxco and Dum-Dum uses their cell phones to record a funny sight of Twilight having a book in her mouth along with Spike doing the same thing.

Spike, noticing, points out the problem to Twilight who spits the book out of her mouth while groaning, "Ugh," Why did she do that?


Twilight meanwhile is trying to figure out the copy machine, not seeing the four minions still recording her. As she looks it over, the girl presses a button, causing a flash to come out of the machine.

Twilight yelps as she jumps back and fell onto some books, much to her embarrassment. Snips, Snails, Boxco and Dum-Dum smirks evilly as they high-five one another. That's enough for Sunset Shimmer!

However, the four are finally notice by Ben who saw them and exclaims, "Hey! Hey, what are you doing?!" Snips, Snails, Boxco and Dum-Dum yelps as they run off. "Get out of here before I break those phones over your heads!"

Ben sighs as he helps Twilight up, mumbling, "Those guys are definitely Snips, Snails, Boxco and Dum-Dum's human forms. I just know that Sunset Shimmer and Boris send them in an attempt to embarrass you."

"And with what happened, no wonder," Spike remarks, worried as to what the four minions will be doing to embarrass Twilight right out of the competition.


While Twilight and Ben are working on researching, Nyx is having a good time with her new friends, hanging out and getting into some mischief here and there. The girl introduces them to her dog Phobos and the human girls like him instantly. Nyx is surprised to learn that the CMC are friends with the human versions of Diamond Tiara and Silver Spoon. The trio claims that the two girls used to bad but something changes them. That's for another story.

Nyx explained about Twilight planning on winning the crown. CMC were shocked and worried. Apple Bloom spoke up, "Ah don't know but Ah don't think 'dat's 'de good idea fer Twilight."

"Not to offend you or your big sister, but you are dealing with the big and bad bullies in Canterlot High: Sunset Shimmer and Boris," Sweetie remarks in agreement and worry. She fears what would happen should Twilight continue with her idea of running for Princess of the Fall Formal.

"Even though you guys got guts to stand up for yourselves, Sunset Shimmer and her gang will make sure that your big sister lose." Scootaloo said in worry. "This is so not good."

"We gotta try; otherwise, things could get any worse." Nyx said in determination. "We can't let Sunset Shimmer win the crown. Twilight has to win. Listen, if you think we can't, that's okay, I understand, but I'm not giving up so as does my family. We'll stick together and win that crown to the end, no matter the cost."

CMC were impressed with Nyx's determination. Apple Bloom grins as she spoke, "Well, guess what, Nyx? Ah'm gonna support an' vote fer yer big sister coz yer're mah friend."

"Me too; I'll tell everyone, and even Rarity that Twilight will be the one to give us our new hope and future. Down with Sunset Shimmer!" Sweetie cheers wildly. Even though Sunset or her goons may hear her, she doesn't care. As long as one student is determined to take that evil bully down, that's enough for her!

"You said it. I'll vote for Twilight too. This is so gonna be awesome." Scootaloo remarks eagerly.

Nyx smiles, she hugs her friends while saying, "Thanks girls, you're the best."

"We stick together to the end." The CMC said at once and in agreement.


It was near the end of the day as Twilight and Ben were still studying. A voice on the P.A. system booms out, "The library will be closing in five minutes."

Nyx came back to her parents with Phobos still in her backpack. Ben grins while asking, "Did you have fun with your friends?"

"Sure do! They are like the CMC back home! And guess what, they're going to support Twilight!" Nyx giggles eagerly to her father.

"That's good to hear. Anyway, we made some progress in the research though we may have to save it for when we get to where we're staying at tonight."

Twilight, yawning, gasps as she realizes something, "I hadn't even thought about where we're going to sleep tonight!" Ben and Nyx's widen in shock. In all their time of having fun and researching while dealing with this new world, they didn't really think of where to stay at during their time in this world.

"Well, maybe we can ask Principal Celestia if we could stay with her." Nyx suggests to her parents. "I mean, if we could explain that we don't have a place to stay at...or maybe we can stay at Twilight's house...or maybe an inn..."

"Sorry, Nyx, but while I'd like to stay at my mom's human self's place, we can't risk us the chance of us running into my human self." Ben explains to Nyx with a sigh. "Also, we don't know if there's a human Twilight in this world or know where she lives...and the inns would cost big time in this place."

"Great! Now what," Phobos groan a bit; Where will the gang live at for the night?

"Way ahead of you," Spike said with a grin. He motions the others to follow him. The five head to a part of the library which appears to not be used much and dusty. There appears to be a pile of books made as beds for five. Spike must've done this during the research. "It's a little," Spike coughs a bit from the dust, while removing the blanket to use for the gang, "dusty. But it doesn't seem like anybody comes up here.”

"It's perfect, Spike." Twilight said while hugging Spike.

"Looks like it's a good idea bringing us after all, huh?" Ben ask sTwilight, making her smile warmly to her love. This is perfect. "We can still research and sleep in the library at the same time."

"Yeah, very good idea."


The gang hid in the part of the library where they'll sleeping at until the place closes and the employees went home until tomorrow. Just to be safe, though, Twilight's group waited until it's dark so that they can get the books that they themselves need for research.

The family didn't bring any PJs so they will have to sleep in their clothes. Which isn't all bad since Twilight, Ben and Nyx don't normally wear clothes anyway (unless you count Ben's scarf), so it works. As Twilight looks through a book, Spike asks Twilight, "So, how did your research go?"

"I found this book. It's called a yearbook. It seems to be something they use to keep a record of things that have happened at the school. Look." Twilight said as she opens up a page to show a picture. It is of course Fluttershy, Pinkie and Applejack with two other girls.

One of the girls has light cerulean skin, rainbow colored hair and moderate cerise eyes. She is wearing a blue jacket over a skirt with a rainbow symbol on it, rainbow bands on her arms, a purple and white striped skirt over gray slacks and blue boots. This must be Rainbow Dash's human self.

The other girl is a light gray skinned one with twisty moderate indigo hair that has a three diamond clip in it. She is wearing a blue short shirt, yellow bands on her arms, a purple skirt with three diamonds on it, and purple boots, each one has a diamond on it. This must be Rarity's human self.

"That's Pinkie Pie, Rainbow Dash, Applejack, Fluttershy, and I'm gonna bet the girl on the far right is Rarity." Twilight said as she looks at the girls in the picture.

"There's a Rarity here!?" Spike asks excitedly as he jumps onto his big sister's shoulder to get a better look. Of course, the others gave him an amused look, expecting this, "Uh, I mean, uh... interesting photo!"

"What's the matter Spike? Afraid if our Rarity learns you tried to date with an alternative universe type, you be two-timing her?" Phobos spoke off to make a little tease to the Dragon changed dog about being caught with another girl he maybe in love with, only it's not the same one back home and he be going behind Rarity's back in liking someone else more.

"No! It's just....I like to meet someone that is like the Rarity back home, it's not cheating to like a different someone that looks like the person you like already! Is it?" Spike spoke in defense in hearing Phobos's awkward claim to protest, but was lost if what he was doing was bad or not in liking a Rarity that was different from the Rarity of the world that he came from.

"Buddy, romance is hard for Dragons like us to deal with." Phobos spoke off to pat Spike's back in stating that for them, it's hard finding how to expression themselves in being in love or even finding love.

"Oh Phobos; you're just saying that cause you don't wanna admit that you had some crushes before." Nyx rolled her eyes in seeing her pet pal toying with Spike while commenting something that earn some attention.

"No I haven't! What makes you say that? And with who; I'm being setup, I tells ya!" Phobos spoke off in quickly protesting while looking like he was exposed, much to Spike chuckling at this little funny act.

"Okay, other than Phobos's life in finding romance, what did you find about the book Twilight?" Ben slowly responded to the weirdness before seeing if Twilight has learned something about the 'Yearbook' itself.

"It's interesting because they look like they're friends." Twilight said in concern. She notes how the human Mane Five look friendly and friends in this picture.

"Yeah, but they looks like they hated one another now." Nyx said thoughtfully.

"They do look like our friends. But I thought we figured that out already." Spike remarks with a nod.

"No, I mean... they look like they're friends with each other. But Nyx is right, it doesn't seem like they're friends now." Twilight said in concern. What has happened that divided these girls up? It's like one day, they up and decided to hate one another.

"Not so much."

"I just can't help but get the feeling that Sunset Shimmer had something to do with it."

"Well, you may have a point there, Twiley." Ben said seriously. "She has been here after leaving mom's school so Sunset Shimmer must've had a lot of time to do nasty stuff like ruining those five's friendship."

"I wouldn't put it past her. But she wanted your crown 'cause she's planning on doing something even worse!" Spike said in concern. "If you're gonna stop her, you have to focus on making friends here. Can't worry about why these girls aren't friends anymore; Even if they do remind you of your Ponyville friends."

"You're right, Spike." Twilight said as she pets Spike while sighing, "Eye on the prize."

"Twilight, while you & the others get ready for some sleep, I'll go stock up on some refreshments," Ben spoke from standing up to go and get the others something that they can have for snacking with eats & drinks for when they're thirsty when they sleep or wake the next morning. "And don't worry, just cause I don't have magic, doesn't mean I'll get caught." He turned around to remind his love of being the one to not be caught, even without his magic to sneak around with.

Soon Ben Mare was leaving, leaving a few puzzled faces in the library.

"Why was daddy saying that mommy?" Nyx asked her mother in why her father even said such a thing that she never knew.

"Cause one time, he tried to sneak a piece of leftover birthday cake from our fridge with magic and he didn't know I caught him in the act." Twilight made a little smirk in recalling what Ben tried to do when they were still ponies that the guy used his Triforce magic to make leftover cakes come to him to finish; course the girl saw it all to catch him in the act.

"No wonder I never seem to find the leftovers! I always thought Spike or the guy's wolf cub ate them!" Phobos spoke off in a stumped mood; he always figured that it was the others that snatched the last pieces of tasty leftovers.

At this time, Ben Mare peeked out of the library, seeing that he was in the clear; And just as he was sneaking down a hall however...

"And just what do you think you be doing?" A Red-Neck voice tone was heard that made Ben yelped to turn in a weird fighting stance, but dropped it in seeing...Hoboken Joe. The guy was pushing a big table cart full of trash, a few cases of food trays, this hobo caught the guy that wasn't gonna get caught, so much for being sneaky.

"Hugh, Hobo Joe; Sheesh, you scared me enough to jump up and float on the ceiling." Ben sighs in that seeing it was just a friendly face, thought now he's caught, talk about a setback in motion.

"Well, I don't know about that, seeing that you can't do it unless you're a magician." Hobo Joe smiled off to make a funny which Ben made a sheepish smile, like the latter really 'did' do something like that long ago, but it's another story. "But what are you all doing in the library?" The hobo asked off this sudden question.

"We," Ben asked off in trying to play innocent here, but it wasn't doing well.

"You, them girls, and their dogs, which are against school regulations to bring during the hours," Hoboken Joe pointed from already seeing that Ben's friends were in the library, doing stuff, and having dogs on school grounds.

"Huuugh, we're in trouble, I'm sorry, I'll wake them." Ben sighs in defeat, they've been caught, so now they'll have to leave, or will they?

"Hehe, hold on now! I said, during school hours, and you have them dogs afterwards, so it ain't breaking the rules." Hoboken Joe held Ben's left shoulder to stop the boy with his laughing smile; he was telling Ben that so long as what they are doing isn't breaking the rules, they can get away with the matter of dogs being here.

"Huh. I guess you're right, thanks." Ben later looked back at the subject with a smile, that was very truthful & a nice dodge of being in trouble to have Spike & Phobos taken away.

"No problem, but tell me, are you sleeping in the library for some activity project thingy from the principal or something?" Hoboken Joe responded while asking another question to be answered.

"You could say, we're doing some research & decided to sleep over here as long as we put everything away afterwards." Ben shrug off his shoulders to try to be a 'little' honest of what they are doing without revealing too much.

"Okay-dokey; Guess I'll be seeing ya around now..." Hoboken Joe nods with a smile, and pushes his cart to about to move along when...

"Wait...Can-can I ask you something?" Ben stopped the hobo from leaving; he has something he wants to be answered from the guy.

"Well shoot now, course you can. Is it something about the other girl?" Hoboken Joe smiled in willing to help Ben here as he asked if it was about Twilight.

"Why you think that?" Ben raised an eyebrow in being lost in why the guy even asked such a thing.

"Hehe; cause you guess my lover, now I guess yours, now...we're even." Hobo Joe cracked a smile to make a funny to which, Ben smiled from walking right into that one that he had coming. "But shoot, go ahead and ask what's on your mind." The guy spoke off in willing to hear what Ben wanted to ask for real here.

"It's about this school, have you noticed anything....strange, when Sunset Shimmer came in maybe 2 an a half, or 3 years ago?" Ben asked with a serious face in liking to know if what Twilight has learned is true, something has been happening at this school since Sunset Shimmer came into play.

"Hmm...3 years ago. Well shoot, lots of stuff happened when Sunset Shimmer arrived." Hobo Joe held his chin to rub it in thinking as best he could about the subject that was a tricky thing to answer. "Come to think of it, the school's usual cheeriness cleanse away with a mile-mildly level. Why, even five close students that were friends just up & stop being pals." The guy responded off about there have been some issues, some of which included the lookalikes of the five Mane Six members in this world.

"Hmmm...is there nothing else?" Ben was scratching his head with a serious look, wondering if there was anything behind Sunset Shimmer's goal in doing any of this.

"Nope, other than this being the near 3rd year length I've had to listen to some blackmailer." Hoboken Joe shook his head off while issuing another fact that is another matter that's been biting at his backside concerning....his blackmail state.

"Wait! So during the moment Sunset Shimmer came, someone's been blackmailing you to not tell anyone of what she's doing or what her pals are doing to the students in ruling them with an iron fist?" Ben asked off in looking surprise and shock, so maybe Sunset Shimmer was connected to why Hoboken Joe never step in to help or stop the bullies, they might be blackmailing the guy to keep his nose out of their business.

"As much as it is strange, nothing I can do about it now. I'm a retired veteran that's just a hobo janitor at the school, nobody took the chances to make sure I stay put & not lift a finger to get involved." Hoboken Joe shrug off his shoulders while admitting that his background is like the other Hobo Joe from the pony world, a veteran from a war time while someone made sure he kept out of whoever is pulling the strings at the school.

"I see..." Ben nods in hearing this with a stern face, somehow, whatever Sunset Shimmer did, she might not only control the students with fear & aid from Boris & company, but it might be that some staff members are in the same situation as the hobo here.

"But tell me, I never said this before when last we met, but have we met earlier then with your friends?" Hoboken Joe suddenly brought up a new question to be talked about now.

"What do you mean?" Ben asked a bit odd while also nervous at the same time.

"Cause shoot boy, I think you remind me of a little guy that was shy, had a hard time fitting in, and his closest friend was someone that he was in love with." Ben was shocked to hear Hoboken Joe say something that might be his own alternative version in this world, just like how Pinkie Pie stated about Twilight & Spike having doubles in a city before ever coming to meet their Ponyville friends & had adventures. "And FYI, I'm taking about a girl, just so we're clear." The hobo leans over to give the boy a little light jab in the gut, snapping his attention to not think of the wrong thought of what the hobo was saying.

"Ugh, okay...hehe-heh." Ben yelped from the jab, it wasn't bad, he'll recover from it. "Do you know what happened to him?" Now Ben was curious, if there is another him in this world, what's his story?

"Can't say that I have; I started this job long after leaving from my last one where I saw the guy." Hoboken Joe shrugs off his shoulders in not having any idea what happened to the boy that Ben believes to be his own self. "Truth be told, it's been a couple of years, makes me wonder if he's taken some of my helpful advice to grow a little more better to stand for his beliefs & rights. He was being picked on by jerks, but I'm hoping he turn out right & is with the girl of his dream." Hobo Joe spoke off in looking into thought about the little boy that he'd help to come out of his shy-like shell and embrace something to where he won't let bullies, well, bully him. "Hehe, in a way, when I see you, I think about the little fella. Gosh, I wish I could remember his name. But with all the crazy stuff I'm stuck weighting on my shoulders, it's buried in my noggin." The janitor scratched his head with a sheepish expression, from all the weirdness going on at school & blackmails, etc., he doesn't even know the little boy he's addressing about...is the alternative Ben Mare before him, only older.

"Well whoever he is, if you say I almost remind you of him...I'm sure he's doing fine." Ben smiled to pat the old janitor on theback in giving his honest opinion, if he turns out alright, then so can his other self here, right?

"Glad to hear it, oh, and...here's a little something..." Hoboken Joe responded with a smile before reaching below his cart to pull out some plastic bags with wrapped cases of food & drinks that of which were fruits, veggies, even juices for even ponies & dragons from another world to consume. "Whenever I clean up the place, some of their leftovers that they were gonna throw out, I take to have some for myself & give some for that nice girl Fluttershy's animals; So you can take some in these here bags...for your friends." He issued in wanting to give the boy the stuff that he was getting for himself & likely share off to the kid here he become nice friends with.

"Thanks Hoboken Joe, thanks for lots." Ben Mare smiled to accept the gifts of food & drinks, once again, Ben really doesn't know how he get by without this good friend from his school days and now an alternative universe version is helping him out just the same.

"No problem, better get some rest, tomorrow's a busy day." Hoboken Joe smiled while nodding his head for the kid to return to the others waiting for him & to get plenty of rest for what to expect tomorrow.

With that, Ben Mare gave a farewell wave while walking back with bags of refreshments. Boy, Phobos & Spike will have a nice field day with this, just as much as Twilight & Nyx would after the vending machine issue. While Ben was out of sight, as the hobo janitor was about to move along, something pulled him.

"Whoop," Hoboken Joe yelped from the pull, but kept his balance before seeing who pulled him behind to be unseen; the other world's Pinkamena that was human. "Missy, you really gotta learn to not surprise people like that!" The hobo requested off from seeing the girl likes to surprise folks, no surprise, she could scare a few if they ticked her off, nobody ever asked why, since Pinkamena studied, was a bright girl guarding a horse statue, but some say when she gaze in the eyes of those that annoy or upset her, they suddenly get a weird 'chill' feeling.

"Maybe later, can you tell me about them?" Pinkamena issued off to the hobo while letting him go to look back where the direction of the library lead.

"Oh, Ben & Twilight's group, oh, I just gave the boy some refreshments & drinks, but they're gonna sleep in the library for some daily whats-it thing for the school." Hobo Joe responded off in answering the question that the girl was asking to know about the group, strange, but the hobo saw her as one that could be trusted with this fact.

"Thanks, I better tell Goldie this news." Pinkamena nods with a little smile for Hoboken Joe's assistance before turning to leave.

"Well if you're going, here's a little treat that you & your brother can have, little miss guarding the stature 24/7. Hehe, even Guards need a little snack break." Hoboken Joe tossed two paper bags filled with some refreshment snacks & drinks to help the girl that likes to spend time guarding a statue nobody else knows why & to help her brother out too.

"Thanks, and keep up watching them from your side to inform me." Pinkamena nods in thanking the old veteran hobo janitor for the treats while now taking leave after making a last request to watch Twilight's little group.

"Well, I'll daily-do my darn-gone best." Hoboken Joe responded off with a little smile off his face in being asked to help a friend in need for a change now.

Soon both people turn to leave to do any of their own daily works, Hoboken Joe's janitorial duties while Pinkamena had her own duties from guarding the horse statue outside of the school.


Twilight, Spike and Phobos were the only ones sleeping, blankets over them to keep them from getting cold. Ben meanwhile was reading through the yearbook, glancing at the picture with the human Mane Five's picture in it. Something is bugging him. Nyx was up, having woken up a while ago to get a drink

"'Eye on the prize'?" Ben asks in concern as he is looking at the Year Book. "What are you really planning, Sunset?"

"What's wrong, daddy?" Nyx ask Ben in concern.

"There's something about Sunset's plan bothers me. I mean Sunset has won the Princess of the Fall Formal and some competitions. She makes everybody to do what she says and wants from what Fluttershy had said. So that shouldn't be a problem for her and her stooges."

"What are you trying to say, daddy? Sunset says she wants the crown only. She couldn't have done something bad to these five friends. They're just normal like us. They don't have the power. They couldn't be a threat to her."

"Maybe there is." Ben said thoughtfully and in concern. "Sunset Shimmer says she knows about Twilight's nightmare before and maybe she knows about Twilight's strength. Her strengths come from friendships. The friendship made not only with me, but with five friends from Ponyvile. She's trying to destroy Twilight's strength."

"So, what are you trying to point at, daddy?" Nyx ask, worried as to what her father is trying to explain here.

"My point is that Sunset doesn't want these five friends help Twilight, unless if she makes them have some kind of argument and fight. Because if they're together and willing to support Twilight or anyone who is confident and brave to stand for humiliation and belief, they can win the crown and confidence of everybody to beat Sunset Shimmer and her stooges for good. One of my Royal Guard friend's battle strategy studies: divide and conquer. Twilight's right. Sunset did something bad to them before our arrival to here."

"So you're saying that Sunset doesn't want mommy to win because of her friendship with anybody, so she can get the crown back ASAP, is that it?"

Ben nods as he said seriously, "I'm afraid, but there's more, Nyx. Twilight's crown could do more than just uniting with other five elements, and beat any evil with pure light. It can be used for good or evil when the crown places on anypony or anybody's head. It senses any of them's mind and heart. It then activates the person or pony's true nature. Whatever Sunset Shimmer is after, it can't be good for not only for this world, but our home, Equestria."

Nyx gulps in worry as she spoke, "You don't think she's trying to overthrow grandma Celestia with some kind of army, do you?"

"I'm afraid so. We're gonna have to tell Twilight about this tomorrow. We have to get the crown back, no matter the cost."

Ben put away the yearbook as he and Nyx prepares to sleep for the night. The man stops as he thought that he himself saw a cloaked figure peeking from top of a shelf but it disappears. Weird!

"Spike, brother, sleep well." Lorcan mumbles as he glances at his brother now sleeping, "Though a Dragon is much better than some dog. But I will do my best to keep you and the others safe no matter what..."


Meanwhile, in the same dark room as before, Sunset Shimmer's human form was seen near the magic portal. From the other side of the portal was the Superior again, making a connection to speak with the one running the show in the parallel universe similar, but different from Equestria filled with ponies & other creatures as the beings that rule in where this girl calls home has human versions of any pony from one another.

"Tell me my dear, how goes your mission?" The Superior asked off in beginning the small talk of things.

"Well it would have been fine for a few things along the way, but the crown did end up back here. Now I just need to get it back, shouldn't be a problem considering it's as good as mine." Sunset Shimmer issued off to say about some problems from before, but managed to deal around it and will have the Magic Element of Harmony shortly soon.

"And I trust that there are no...'obstacles' in obtaining the Element of Harmony's Magic?" The Superior tilted his head to tap his over-sleeved robe cloths together in waiting an answer if there were any problems.

"Only one; turns out Twilight Sparkle & a few of her company came after the crown to get it back, just like you predicted." Sunset Shimmer glared away from the guy to remark the fact that some ponies & Dragons followed her here.

"I see, then this could cause a setback." The Superior spoke from holding his unseen chin behind his hood, knowing the news of the Mane Six's leader was in that area could cause setbacks. Still, it will help in the plan to slaughtering Twilight...if it weren't for the complication that she got some help.

"No worries, I've got this place under my thumb, which, seeing you don't have thumbs, you get my point anyway." Sunset Shimmer issued with a sly smirk to show off her thumb and then shrug off to say since from a pony-world, ponies don't have thumbs on their hooves.

"Indeed, but in any case...who else followed the 'new' princess to your territory?" The Superior spoke with curiosity in who was with Twilight at the moment. "Surely Celestia would have objected to having her allies join her without risk of disturbing the balance." He knows that the princess of the sun wanted Twilight alone to do the task and not cause damage or endanger the fabric of worlds if too many residents came from one place to another, the balance would shift into chaos.

"Just a few, counting her make five." Sunset Shimmer waved off her right hand in issuing that with Twilight, only four present company from Equestria's pony world are with the new princess. "The two dogs are Lorcan's little brother & that pesky annoyance of a Moon Dragon. The little brat is the reincarnation of Nightmare Moon, and lastly, her boyfriend that last I heard was turned into a Demon Pony." The girl crossed her arms in motioning off the types that she knew where who that were in Twilight's present company.

"Ben Mare, Celestia's adoptive child...is there also?" The Superior spoke with some astonished tone to learning this. "Hmm...his presence there also may cause for some concerns. Has he used any magic?" He asked if the changed Earth pony can use any magic granted by the Triforce Element.

"No-way; you may have warned me about the guy wielding the strongest element, the Triforce, but it doesn't look like he's able to use it!" Sunset Shimmer shook her head off with a sly grin that Ben Mare can barely even use much of the Triforce's full use when in this world different from a world of magic like Equestria's Pony world.

"Then perhaps the world's rules have only delayed the power of three elements he holds in a stasis." The Superior excluded the only theory of what Ben is suffering from if he cannot use his abilities well enough to provide much defense...which meant one thing. "Intriguing, we may have an opportune moment at our doorstep." He spoke from finding this information, very useful indeed.

"What do you mean?" Sunset Shimmer raised an eyebrow to the Superior, where was he getting at now?

"Getting the crown may mean an ends meet upon our agreement, however..." The Superior spoke about how the objective to taking Twilight's crown was for what Sunset Shimmer have plan for it, but there was now something else to be added in the math. "Securing the power of the Triforce when its wielder is at his weakest may mean a perfect chance to obtain it...for our own." The Superior sees that while the wielder is incapably at the time, the power within can be taken.

"Seriously; Hugh, and I thought just the crown alone would be enough, but having more elements, that's...something I can't wait to have!" Sunset Shimmer almost was flabbergasted to hearing this, she can not only get the crown of the Element of Magic, but the Triforce Element of Wisdom, Courage, & Power; it’s too good to be true.

"Patience, you must first gain the crown to use its power to restrain Ben Mare before he can truly learn how to tap deeply of his abilities in deep stasis. Bring him back to us while in his human form, the crown will let you keep his appearance from changing on his return home." The Superior explained a plan to which if all goes well, Sunset Shimmer can bring Ben Mare to them & obtain the power he holds that any villain would want. "And from there, the power he holds will belong to our Organization and make you a fine addition, Number XIV." He exclaimed off that last part in where the newest member, would have the honor of being...the fourteenth member of this mysterious organization.

"Oh my gosh, consider this task obtainable! I'll have Boris's group deal with the extras while little Twilight Sparkle will be all mine," Sunset Shimmer gasped with suspense in just wanting to be a part of something REALLY big, and this was it, she pulls this off, then everyone will know...she's far better then what Celestia had done to have Twilight be the replacement for her when she left.

"I look forward...to this conclusion of your tale Sunset Shimmer." The Superior slowly spoke in sounding vaguely intrigue in where things would go from here.

And with that, the magical mirror portal faded with the Superior's image along with it. Sunset Shimmer smirked in the dark, her eyes flashing in the blackness, make no mistake...something bad's about to happen soon, and nopony or nobody can stop it now.

Next Chapter: Chapter 4: Helping Twilight Win the Crown Estimated time remaining: 5 Hours, 59 Minutes

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