Chapter One

Friendship

The sun was just coming up in the east over Equestria, the princess reaching her magic out to the heavens. Wrapping her mind and magic around the massive, burning orb. She raised it over the horizon, letting it's brilliant light and warmth wash over all of Equestria. She looked out onto her peaceful, happy country. Everything in Equestria was going so well at the time. There had been peace in the nation since Nightmare Moon was vanquished and her sister, Luna, was returned to the throne. There was always the occasional small thing of course, a parasprite infestation here, a sleeping dragon there, but all together, life in Equestria was by every sense of the term perfect. The government was strong, there was no war, just love. Celestia couldn't help but smile, the thought alone of how happy and peaceful things had been in Equestria were nearly enough to make her cry form pure joy.

The sun princess wiped away the few tears from her eyes as her most trusted advisors walked into her throne room, led by her sister Luna. She had just begun to receive duties as one of the Royal Pony Sisters. Flanking the young princess was Eastern Spark, the head of magical education for unicorns throughout all of Equestria. The unicorn stood a little taller than most, he had a white-silver coat with a brilliant blue mane, with just a touch of purple by his horn and on his tail. His cutie mark was eight six point stars, four blue and four purple, encircling a golden eight point star. Spark had been a long-time advisor to Princess Celestia, and was her private pupil before that. Eastern had been one of the most magically gifted ponies Celestia had ever been a teacher to.

Spark stood next Sterling Moon, an earth pony tasked by the Royal Pony Sisters to ensure that all the counties of Equestria had their needs addressed - even if they couldn't appear in the royal court in Canterlot. She had a light blue coat and a well-groomed deep purple and pink mane. Her cutie mark showed a full-moon surrounded by five purple diamonds. She was the mayor of Manehattan for three years before becoming one of Celestia's advisors.

Finally, flying above the three of them was a pegasus with a white coat that had a hint of blue, his mane being orange around the outside and yellow on the inside. He was Gyro, the pony who formed the world-famous Wonderbolts years ago, before leaving to take care of all pegasus-related issues such as weather control, as well as handling many responsibilities in Cloudsdale. His cutie mark was a yellow lightning bolt with wings, the inspiration for the group’s logo.

The princess began to speak to her trusted advisors,"First and foremost I would like to apologize for calling all of you in here so early, but it is so rare that all of us are in Canterlot at the same time."

"It is no problem at all your highness; so why have you called all of us here?" Sterling responded.

"I merely wanted to make sure that everything was going well with your duties," Celestia said. "If you wouldn't mind giving us your report while everybody is here." Celestia and Luna listened intently as one by one, their trusted advisors gave their reports.

= = = = = = = = = =

"I still don't see why we even need the weapons, or the armor for that matter," Gates said half-jokingly, putting on his armor in the Royal Elite Guard barracks.

"Whaddaya , mean? We gotta protect the princess somehow, what are we gonna do? Politely ask the bad guys to stop?" Briggs japed. Briggs was a large pegasus pony, much larger than most of the other guards even. He had a deep chestnut-brown coat, with a black mane and tail. Briggs was the second newest member of the Elite Guard, next to Golden Gates.

"That's exactly it, we don't even need to protect them, who could possibly wanna hurt Celestia or Luna? We hardly need guards, hay, they could just have us do what all those hundreds of guards do, it'd be easier on everyone," Golden Gates commented. Gates was the newest and youngest member of the Elite Guard and the only earth pony in the Elites, having been admitted just a few months ago. Gates had a shining steel-colored coat, and an aqua mane. He wore very little teal armor. The ponies in the Elite Guard didn't wear the same gold armor that the normal guards did, they wore armor based their personal tastes. His cutie mark was a five-point kite shield with two crossed swords over it. Most of the ponies in the Elites had very similar cutie marks, with only a few small differences.

"You think it'd be that easy doin' what those normal guards do? They gotta stand at attention all day, instead of just hanging out in the background waiting for something to happen. I don't think you of all people could do it," Leo jumped in. Leo was second in command behind Dauphin. Leo was a light purple coated unicorn with dark purple mane.

"Just watch me," Gates said arrogantly as he suddenly stood attention, staring stoically at the wall.

"Not a chance, rookie," Firefly smirked. The only mare in the Elite guards, the pink and purple pegasus was one of the best fliers in Equestria.

"Hey you know-" Gates stopped himself, realizing he had failed after only a few seconds,"well haystack." Collective laughter broke out from all the ponies in the room, even Dauphin smirked a bit.

"Alright that's enough chatter, time to move out; Leo, Golden, you two are with Luna today. Briggs and Firefly, you're with me; the rest of you are on rotation," Dauphin ordered, the white unicorn left with Briggs and Firefly. As Gates left with Leo he thought about how this was the best sense of brotherhood he had in a long time. It was the best sort of friendship he'd had since... he perished the thought form his mind as walked to escort princess Luna.

= = = = = = = = = =

As the Royal Princess's advisors left, the two princesses began talking happily.

"Things seem to be going very well sister," Luna said quietly," I'm quite happy things are going so smoothly, now of all times."

"Indeed, Sister, but why now of all times?" Celestia asked.

"Well, to be honest, I'm quite nervous about starting to rule again. I haven't done it in over a thousand years," the pony shied away a bit.

"There is nothing to worry about, Luna, life in Equestria is as good as it has ever been, and nopony could be happier that you are returning to the throne," Celestia soothed.

"You promise?" Luna asked timidly.

"Of course, everything will be perfect, I promise," Celestia smiled," and I think we both know who we can thank for that promise."

Luna smiled back as the Elite Guard arrived to escort her to Manehattan.

= = = = = = = = = = =

"Thanks again for helping me move all these new books into the library, Applejack. I couldn't have done it without you," Twilight Sparkle said happily.

"Don't you worry 'bout it sugar cube, I'm just happy to help, plus it was kinda nice not having to chase Applebloom and her little friends around for a while," Applejack responded.

Twilight laughed,"I can understand why, those little ponies can be quite a handful, how'd you convince Big Mac to watch them though?"

"Oh well that was the easy-" Applejack was cut off by Big Mac galloping up.

"AJ," Big Macintosh huffed as it was clear he had running for a while.

"Let me guess, Cutie Mark Crusader trouble?" Applejack asked.

"Eeyup," Big Mac responded.

Applejack dropped off her saddle bags filled with books by the library door."I'm sorry but I gotta go sugar cube."

"Don't worry about it, let me know if you need help, I owe you one," Twilight said.

"Will do, let's go Mac," the orange earth pony galloped away as Twilight and Spike, who had been lounging quietly on her back, dragged the books inside. Twilight smiled as she and Spike started putting the books onto the shelves in the library. She couldn't believe she had spent so long without her friends. She had never been happier, and she never wanted it to end.

Spark looked out of the window of the palace meeting room. He could see for miles from the castle's high altitude - most of the Everfree Forest, Ponyville, and small parts of Fillydelphia. It really was a beautiful country, even the dark Everfree Forest had a natural beauty to it. The unicorn let his mind wander a bit as he waited for his colleagues. His thoughts were interrupted by a knock on the large door, followed by Gyro and Sterling Moon entering.

"You're late," Eastern said annoyed,"what kept you this time?"

"Just making sure everything we'll need for tomorrow is in order," Gyro replied,"our teams are ready to strike at any moment."

"Good, and you Sterling?" Spark questioned.

"Things are prepared in Everfree, and Luna has gone to Manehattan to deal with a small hydra problem."

"Prefect - now, when Celestia leaves to deal with our little situation in Everfree, we can set our trap. And when our moon princess returns to cover for Celestia in Royal Court, we strike," Spark said intensely. "Now my only concern is the Elite Guard..."

Spark was cut off by a low voice from the corner," You have nothing to worry about Eastern, they won't be a problem at all."

= = = = = = = = = =

Twilight, Pinkie Pie, Rarity, and Fluttershy left Sugarcube Corner, after a long day of trying out some of Pinkie's new cupcake recipes. "Those cupcakes were simply divine, Pinkie Pie, you simply must give me the recipe," Rarity complimented.

"You really did out do yourself this time Pinkie Pie," Twilight said as they continued towards the the library,"...Pinkie Pie?" the pink pony was looking into a crowd of ponies inquisitively.

"Umm... are you okay Pinkie?" Fluttershy asked nervously, Pinkie still staring intently into the crowd.

"It's just that I've been noticing a lot of new ponies around Ponyville, and I know everypony in Ponyville, but lately there have been a whole lot of new ponies," Pinkie Pie said quickly.

"Well, maybe more ponies are just moving to Ponyville," Twilight noted.

"Maybe...OH! I have an idea! I can throw the ponies a party! Then they can get to know everypony else," Pinkie paused,"...oh, look at that - my tail's twitch-a-twitchin'!"

"That is a truly marvelous idea Pinkie Pie!" Rarity chirped.

"Yes it is..." Twilight froze," wait, what did you just say?" At that moment Rainbow Dash crashed into the group of ponies.

Pinkie Pie, who had somehow been standing on top of the pile of ponies simply squeaked out, "Hi Rainbow Dash!"

The rest of the ponies got off the ground. "How is it that you only seem to crash into us?" Twilight groaned.

"Heh, sorry girls, I lost control up in all those clouds," the cyan pegasus said looking up at the sky. It was covered in thick, light gray clouds.

"Oh my... isn't the weather team going to take care of those?" Fluttershy asked.

"That's what I was thinking, but the head of the weather division in Canterlot himself said we were supposed to let them blow over," Rainbow Dash said with Pinkie Pie still standing on her back.

"Well since you won't be so busy clearing away those big gray clouds, you should totally come to the party I'm throwing for all the new ponies in town," Pinkie Pie said happily as she bounced off Rainbow's back. "There will be balloons, and streamers, and..." Pinkie Pie rambled on carelessly as she began bouncing down the street.

Rainbow Dash laughed,"Pinkie Pie, you are so random!"

= = = = = = = = = = = =

Luna's chariot arrived in Manehattan late in the day. The mayor informed Luna, Leo and Gates that a hydra had been terrorizing farmland outside the city, saying that it seemed as if it came out of nowhere, as if somebody just dropped it right in the middle of the nearby farm.

Luna and her guards went into the very center of the farm. The princess tried to simply encourage the hydra to leave, using the powers of love and tolerance.

"You might wanna get your weapon ready, rookie, this thing doesn't look like it's gonna go down easy," Leo said intensely.

"Yes sir," Gates acknowledged and began to charge his weapon. Like most ponies in the Elite Guard, he was equipped with a magical staff that had two long areas on the end that would shock anything it touched. The staff could also fire small beams of light blue magic energy - one at a time. It was fixated on a mechanism attached to Gates' left leg, where it was compressed when it wasn’t activated. The staff began to glow blue as Gates got ready for his first real action in the Elite Guard.

"So you still say we don't need armor rookie?" Leo joked as the hydra lunged at Luna, who flew out of the way. Leo hit the hydra with a magical lightning bolt from his horn.

"Yup, if that thing gets us, we're dead, armor or no armor," Golden Gates shot back as he stepped forward and fired a beam at the massive beast. Luna flew low to the beast’s left. As its far left head snapped at her, the moon princess looped around and bucked the hydra on the top of the head.

Gates heard Leo call from behind him, "Hey rookie, gimme a lift!" he shouted as he galloped towards Gates. Jumping, the unicorn used Gates’ back as a springboard, soaring through the air. Leo's horn began to glow as he flipped with incredible speed, quickly becoming a wheel of magical energy. He crashed into the hydra's head. The hydra had trouble even getting that head back off the ground after that blow.

Gates took the opportunity to get on the hydra's back, shocking it it with his staff several times on the way up. He weaved around the hydra's necks and with some help from Luna, he managed to get the far right and middle left heads tied together. As Gates hopped off running in front of the hydra, the mid-right head lunged at him, but Leo created a brilliant flash of light from his horn making the hydra miss.

The three took that time to regroup. "You two go to the right and hit it from a distance, it's time to finish this," Luna said tiredly. Gates and Leo moved to the right, firing magical beams and lightning at the hydra, which barely phased it. Luna hit the hydra on the right with a magical pulse, throwing it off balance. She wrapped her magic around the monsters tail, attempting to sling it into the distance. The hydra took this close engagement as a time to strike. Leo and Gates both attempted to hit the hydra's head with magic energy. Leo's shot missed the mark, but Gates' seemed to prevent it from taking a bite out of the princess. Luna tossed the massive beast through the air. It crashed to the ground, and slowly whimpered away, knowing it had been beaten. Cheers erupted from the crowd of ponies that had gathered to watch the spectacle.

Luna had just raised the moon when the celebration began. All three of the ponies where exhausted after the fight.

''You handled yourself well out there rookie, I gotta say, I'm impressed," Leo said proudly. It was clear they were both beat, the Elite Guard rarely got action on this level. Leo was certain there was something different about that hydra - it seemed stronger than other ones the Guard had faced. His thoughts were cut short by a pegasus flying towards the princess.

Clearly exhausted from a long flight he panted,"Your Highness, I have an urgent message from Canterlot..."

Princess Luna arrived in Canterlot a few short hours after she received Celestia's message. She read Celestia's message as she headed toward the throne room.

"Sister, I must call on you to run the royal court for a short time while I go into the Everfree Forest. Our research team seems to have found a way to unlock what we have been trying to for years. Certainly you understand that I must investigate this immediately. I'm sorry to leave you with such a great responsibility so suddenly, but I'm afraid I have no choice. I trust completely that you will do everything momentously well. I hope all goes well.

Signed,

Celestia."

The dark blue alicorn smiled a bit nervously. She hadn't had to deal with anything this major in well over a thousand years. Luna was exhausted after the engagement with the Hydra. Her mind seemed to linger on the fight - there was something odd about the hydra, it seemed different than other hydras she had encountered. She pushed her concerns to the back of her mind for now; she had to focus on the royal court.

When the princess finally came to the throne room doors, she pushed them open with her magic. It was nearly time to lower the moon and raise the sun, she had to make quick work if she wanted any time to relax before court began. She entered the massive room to find Eastern spark waiting alone.

"Oh, Eastern," Luna said surprised," I didn't know you would be here, especially so early." It was only a little past five in the morning, Luna wasn't expecting anypony to be in the throne room.

"Ah, my apologies if I startled you princess, but I heard you were to be holding royal court today, and I wanted to see if you needed any assistance," Spark replied calmly.

"Oh, well thank you for the concern, to be honest, I am actually a bit nervous about doing court for the first time in a thousand years," the moon princess said. "Celestia has asked me to lower the moon and raise the sun today, so I may be a minute. It is good to see you Spark," the princess turned to the window and began to reach out to the moon.

"The feeling is mutual, princess," Spark said with a wry smile as he took a step towards Luna.

= = = = = = = = = = = =

Golden Gates and Leo entered the barracks, throwing their armor to the side. It had been a long few hours. Leo was thrown for a loop by the hydra. It didn't make sense why it was even near Manehattan. He tried to explain it to the of the team.

"It seemed a lot stronger than other ones I've faced off against too," Leo explained. "Rookie, what do you think?"

"To be honest I have no clue, I have no frame of reference, being that I've never faced a hydra," Gates replied leaning back into a chair.

"The thing that confuses me is that there hasn't been a hydra in Manehattan any time I can remember," Firefly added.

"It's all really strange," Leo nodded," when I get some free time I'm gonna have to look into it." Everypony in the room gave some kind of acknowledgment, all except for Dauphin, who stood staring out the window. Firefly and Leo both noticed, giving each other a small nod as the white pegasus stood staring intently out the window.

"Everything okay D'?" Firefly asked. Crack-ooom! The ground began shaking with the booming noise.

"What the flank was that?" Briggs yelled.

"Everypony outside, NOW!" Dauphin ordered as the Elite Guard ran out of the barracks.

= = = = = = = = = = = =

Twilight woke up to what she suspected was the sound of thunder. She tiptoed past Rarity and Fluttershy; the three had fallen asleep on the floor last night. The sun had just barely come up above the eastern horizon, she could just see the thick clouds, colored pink and orange in the light of the sunrise. She noticed that it wasn't raining, there wasn't any lightning either. Twilight saw a flash and only gaped, speechless, at what she saw.

= = = = = = = = = = = = = =

Princess Celestia looked on at the large, magically sealed gate. There was no doubt this is where it was, if it was anywhere, it was here. Celestia and her magical research team had been working to open the seal on the door for years. It was a place that had guarded a source of a very powerful dark magic for thousands of years. However, the seal had been growing weak lately, and Celestia wanted to make sure it was taken care of before the seal broke on it's own, or worse, another pony had gotten hold of it. The last thing Celestia had wanted was for a pony with bad intentions to get a hold of a dark magic source that strong.

Things in Equestria had been nearly perfect for a long time now, she didn't want to let that slip away, from the citizens of Equestria or herself for that matter. She had just gotten her beloved sister back, she had a loyal pupil she truly cared for in Twilight Sparkle, and her kingdom was living in perfect harmony. She couldn't live with herself if she let that be taken away from Equestria again.

"We believe we have the spell ready, but it will require a great deal of magic," Celestia's chief researcher said,"we think you are the only one of us that could possibly do it."

"Well then, I suggest we begin. I don't want to waste any time in doing this," Celestia said solemnly," you may want to get back, I do not know how much magic this will take, the discharge could be a bit bumpy." Moon had just begun its' decent on the horizon, sinking slowly. There was hardly any light at all shining through the thick clouds above. The most light in the forest was coming from Celestia's and the two other unicorn's horns. Celestia stood in front of the massive, runic gate. Her horn began glowing brilliantly and her mane began to flow with even more magical energy. She cast the spell, the doors began to open, slowly; the magical chains and locks that tethered it closed seemed to break with relative ease.

Suddenly, the great door opened wide. The princess braced herself for what might come out. After a few moments, nothing. Celestia walked in warily, the sun had just broken over the horizon, shining some dim light into the chamber. The solemn look on Celestia's face changed to one of pure anguish.

It was gone, she was already too late.

Luna reeled back from the sheer force of the attack. She had lost her magical grip on the sun, sending of a large magical discharge. She flew through the air, but used her wings to land on her feet. She ached all over, the battle with the hydra had been hard enough and she hadn't had any rest for nearly two days. The sudden attack certainly didn't help. She turned to face Eastern Spark, grimacing. "S-spark?" she asked, her voice shaking, hoping she wouldn't hear what she thought she might, "what...what are you doing?"

Spark approached the moon princess, slowly, letting a small laugh escape," I am truly sorry Princess, but it is simply something that must be done," Spark said, his horn glowing luminously. He sent a magical lightning bolt at the princess; as she jumped and flew out of the way, a figure bolted out from the corner, clipping Luna in the air and sending her into the ground, she was hit by a bolt from Spark, and doubled over, getting up as quickly as she could. She looked up at the Pegasus flying above, Gyro, he had a look of lightning in his eyes.

"W-why are you two doing this," Luna asked, nervously, a pit in her stomach, face stricken with panic and fear. Gyro snickered as he took flight, streaking towards Luna. She created a magical barrier to block it, but Gyro shot straight through the barrier, sending Luna off balance. She recovered as quickly as she could, firing a bolt of arcane energy at Gyro, missing the mark, but causing Gyro to change his course, slowing him down. Her focus turned to Spark, his horn glowing, as he approached, ready to strike. He fired a bolt of lightning from his horn and Luna countered in similar manner. The two spells locked and the pushed at each other. Spark was much stronger than Luna had expected, but she thought that she should be able to beat him one on one. The princess kept on eye on Gyro, making sure not to get blindsided. She was just about to overpower Spark's spell when something barreled into her. Spark's bolt rushed forward, and hit the stairs leading up to throne behind Luna, causing a small explosion, sending the princess hurdling through the air. She slid to a stop around the center of the throne room.

Luna got up slowly, pain shot through her body. She looked up and faced her attackers; Sterling Moon looked back along side Gyro and Spark. She couldn't believe what was happening, her and sister's most trusted advisors were, attacking her. She only uttered the phrase, "why...?"

The three began another series of attacks, Gyro swept in aiming for her side, she barely moved out of the way as Sterling attacked from the flank. Luna got up on her hind legs, and pushed Sterling away. Eastern fired a fountain of sparks from his horn, singeing Luna. As Luna went back on all four, she mare-slapped him.

Luna could hardly breathe at this point, she was exhausted. She knew she couldn't do this for much longer. The three came around again, Sterling got by her left flank and bucked her left hind leg from under her. Gyro looped around above her and drove himself into Luna's chest, sending her flying almost straight up into the air . Spark stepped forward, horn glowing, he launched a large, dark purple ball of magic at Luna. The princess braced herself, expecting this to be the blow that would finish her.

The princess was hit by the magical orb, it wrapped her in pure magical energy. She crashed to the ground. 'This is the end,' she thought. But, oddly, she felt very little pain from the spell. However, her muscles tightened and she couldn't move. She opened her eyes, as she looked at her body. She was tethered to magical chains. Glowing a deep purple, similar to the spell Spark had cast. She struggled to move, and break free with her magic, but it was to no avail.

"Do with me what you will, Spark, I will gladly die for Equestria," Luna said with obvious fear in her voice.

"How noble princess. I suppose you should hope your sister feels the same way," Spark said grinning as he conjured a magical dagger.

= = = = = = = = = = = = = = = = =

Rainbow Dash had heard the boom from her cloud home above Ponyville. She had woken up much earlier than she normally did, and she was intent on seeing what had caused the fuss. She soared through the air, through the thick clouds that still covered much of Equestria. She was rather annoyed by this - it made it hard for her to practice some of her new tricks. The day before, she had crashed more than once thanks to the clouds.

She heard blasts in the distance. Rainbow sped up, and dropped beneath the clouds to get a better look. She saw flashes in the distance. Rainbow began to really worry.

What was going on?

She had just begun to go full speed when, out of the corner of her eye, she saw Pinkie Pie bouncing away from a small group of armed ponies. Rainbow Dash sped to her friend's aid. Pinkie had gotten herself surrounded by the ponies. They wore armor similar to the Equestria Royal Guard, but it was a light blue instead of the usual gold. They weren't all pegasi either, they had been a mix of earth ponies, unicorns, and pegasi. They surrounded Pinkie Pie and began to close in. They approached surprisingly slow, which was good reason to believe that Pinkie Pie had escaped them more than once. Rainbow Dash focused focused on getting to Pinkie Pie before they could. Rainbow streaked past the ponies, crashing into Pinkie, sending them and about three of Pinkie's attackers flying.

Dash felt a sharp pain in her wing as she tried to get up. She had landed on it awkwardly, she could barely move it with sending a shooting pain through her body.

"Hi Dahsie!" Pinkie Pie squeaked," these Chasey McChasertons would have gotten me if you hadn't shown up!" The pink pony looked at Dash's gimped wing. "Are you okay Dashie?" she asked concerned, the attackers closing in once again.

"Yeah... I'll be fine," Dash said clearly in a lot of pain," just say the word...and I'll be outta here...ten seconds flat."

"The word! The word!" Pinkie exclaimed noticing that the blue-armored ponies were moving in on them. "Run!" Pinkie yelped as she started quickly bouncing away. Dash tried to take to the air, but couldn't more than a foot or so off the ground before crashing right back into it. Pinkie hopped back to help Rainbow Dash.

"We gotta get away somehow," Pinkie said pointing out the very obvious.

"We won't be able to like this...leave me," Dash said wincing. The pursuers were getting closer and closer.

"You silly filly!" Pinkie Pie exclaimed, showing a little frustration with Dash's request," I would never leave a friend a behind! If we can't run away from these Meanie McMeanie Heads, we just have to hide from them, and I know just the place..." Pinkie Pie assured Dash as she helped her injured friend along.

= = = = = = = = = = = = = = =

Twilight rushed to wake up Rarity, Fluttershy, and Spike. "Wake up everypony! Wake up! Wake up!" Twilight was nearly screaming.

"Good heavens Twilight, what is all the commotion about.?" Rarity asked groggily. Fluttershy shot straight up and clung to the hanging ceiling light. "Oh, Fluttershy, get down form there you look positively ridiculous," Rarity said sharply, still breaking out of her peaceful slumber.

"Geez, Twi', ever hear of manners?" Spike complained, still with his head beneath his blanket. Twilight pulled him out from his bed.

Fluttershy, finally coming down from the ceiling asked nervously,"What's the matter Twilight? Is...is something wrong?"

"I... can't even explain," Twilight said in a low, panic-stricken voice."J-just look outside." the three ponies and dragon opened the front door. They all gasped as they looked onto the terrifying scene. Ponies where being wrapped in dark, magical chains and pulled into small nexus of some kind, and then disappearing into thin air. It was like a horrifying scene from an Alfred Hitchcolt movie.

"We've got to do something," Twilight said, seeming to regain some of her confidence."Spike, get inside and take a letter to Princess Celestia, let her know what's going on and that we need help right away."

"Yes ma'am," Spike dashed into the library.

"You two, try to help anypony in any way you can," Twilight ordered. The three ponies went into action. Fluttershy desperately tried to pull the ponies who were being yanked into the portals by the magical chains, but it was to no avail. Twilight tried every spell she could think of., but she couldn't break the chains or free anypony. The magic of the chains was just too strong. Rarity even tried a few spells, but much like the other two ponies efforts, they were useless. The group continued feverishly, attempting to save the ponies they could, but manged to help only a very few get away.

A sudden shout came from behind them. Spike. "Rarity, NOOO!" The small purple dragon yelled as he dove in the way of two magical chains coming at the white unicorn from her flank. The chains hit Spike, wrapping him up, and starting to drag him away.

"Spike!" Twilight dove towards the dragon and reached out for his arms, she barely managed to grab on. "It's gonna be okay, Spike, I promise," Twilight assured him. The two lost their grip on each other and Spike was pulled away into the portal.

"Twiliiiight!" Spike yelled as he was pulled in.

"Spike!" Twilight screamed as the portal closed and Spike vanished.

"Oh, Spike..." Twilight whispered, a few tears falling from her eyes. Fluttershy put her hoof gently on Twilight's back; Rarity looked straight at the spot Spike had disappeared in, only looking away to see about a dozen of the blue-armored ponies moving in on them. Fluttershy noticed it too.

"Umm... Tw-Twilight..." Fluttershy nearly whispered. It was a miracle Twilight heard her, the purple pony looked up. Her horn began to glow a brilliant white and the three ponies teleported away.

= = = = = = = = = = = = = = =

Princess Celestia arrived in Canterlot, much later than she had hoped thanks to the clouds that covered the sky. She looked through the streets as she flew towards the palace. It was pure chaos - portals opening, fights between the guard and these mysterious blue-armored ponies. The princess frowned at the sight, but she could not stop for anything. She had to find Luna.

She arrived at the castle doors, only to be met by about three dozen of the blue-armored ponies. The princess made quick work of them and soared through the halls of the palace. She knew if Luna was anywhere, she would be in the throne room.

Celestia arrived at the throne room doors, she was terrified of what she might find on the other side. She pushed through her fear and flung the doors open. Spark was waiting, with Luna chained next to him, Sterling and Gyro behind him. The blue unicorn held the magical dagger to Luna's throat, a sinister grin on his face.

"Spark... how could you," Celestia muttered as she walked slowly towards the trio.

"Ah, not so fast Princess," Spark said, bringing the knife closer to her sister's throat.

'Let him do it sister," Luna insisted, "for Equestria..."

"I..." Celestia looked around, Spark's forces began piling into the room,"Spark, why are you..." Celestia knew she had been beat, they knew she wouldn't let her sister be killed.

"Quite simply Celestia, sometimes things need to fall apart, to make way for better things..." Spark said calmly. Celestia found herself being hit by spells, tethering her down with magic chains. The surrounding unicorns fired magical attacks at the princess, ensuring she wouldn't have the power to escape.

Spark approached Celestia, in that moment, a scroll appeared before the princess. The unicorn levitated it in front of his face and read "Dear Princess Celestia..." he snickered as his horn glowed and he set the scroll aflame

"It looks like this is one letter you won't be responding to my dear Princess.

= = = = = = = = = = = = = =

The Elite Guard rushed out of the barracks and into the streets of Canterlot. It was utter madness in the streets. The guards around them fought a losing battle, being pulled into the portals left and right. Most of the Elites stepped forward prepared to go out and help with the fight.

"Negative," Dauphin said calmly, "we need to ensure that Celestia and Luna are safe; Leo, Firefly, Vinh, Gates, you four get to the throne room, make sure Luna is safe, the rest of you, you're with me, we need to find a Celestia." The team acknowledged and went off.

Leo's squad made it to the castle courtyard with relative ease. The chaos in the streets made it easy for them to move quickly without drawing too much attention. The tough part would be getting from the courtyard to the throne room. The courtyard itself was crawling with enemy ponies, but it was the quickest route to the their goal. Leo gave a hoof-signal to the other three ponies. He and Vinh, a white unicorn with short, forest green hair turned around the courtyard's outer wall and let off a great flash with their magic, much like Leo had done wit the hydra back in Manehattan. Gates and Firefly rushed forward, firing their weapons rapidly, connecting with nearly shot. The squad split up into to two groups of two, with Vinh and Gates together, and Firefly and Leo together, moving in opposite directions around the inside walls, going cover to cover with a flash and shoot strategy.

The plan had worked almost flawlessly until they neared the entrance into the castle. Four earth ponies got the jump on Vinh before she could flash. Gates hit one deftly with his staff and bucked another with his hind legs into a low wall. Vihn hit one with an arcane lightning bolt and went back on her legs to buffet the earth pony with her front hooves. As she did, the earth pony’s light-blue chest plate began to glow a dark purple, and set a small ball of magic energy at Vinh, wrapping her in the chains.

"Horse feathers!" Gates yelled as he fired a magic bolt with his staff at the earth pony, sending it tumbling away. Gates saw a motion from Leo signaling him over. He looked at Vinh, still trapped in the magical chains.

''Go rookie, I'll be fine," Vinh assured him as she was pulled into the dark portal.

Gates reluctantly ran over to Leo and Firefly as they entered the castle.

"How in the hay did they use magic?!" Gates half-yelled as they entered the castle."I thought only unicorns could use magic like that?"

"I don't know," Leo said puzzled," but it doesn't matter how or why right now, it matters that they did. We might be in way over our heads on this one, stay focused."

"Might be?" Firefly said wryly rounding a corner," I think that-" the pink pegasus went silent as she saw, dozens of pegasi flying through the halls of the castle, wielding the same weapon she and Gates had.

The team ducked behind a corner, Firefly said confidently,"sir, there's no way we're going to make it through here with all of them here like this."

"Looks like it," Leo responded in a whisper," you have any suggestions?"

"I suggest you let me occupy them," Firefly said unwavering. Leo started to ask if she was sure, but the expression on the pegasus's face said it all.

"Go ahead, good luck," Leo said.

"Likewise, I have a feeling you two need it more than me," she said with a smirk. She took off, drawing the enemies attention long enough for Gates and Leo to pass.

The two had slipped by a few small patrols of the enemy soldiers. They had scarcely been this deep into the palace, a fact that made Leo feel uneasy. They had come close to the throne room doors. It was were already open, there was a good deal of noise coming from inside the door. The two looked in and saw Spark next to Celestia and Gyro, with Celestia chained, Sterling had just been leaving the room, when she spotted the two ponies looking in at them. She called to Spark. He only shook his head slightly, before barking out an order.

"Gyro, take care of them, Sterling, you need to leave as soon as possible, we don't to waste any time," he said with almost no emotion in his voice.

Leo turned to Gates, "Spark?! Those traitors!" He looked at Gyro and his guards coming towards the throne room door. "Rookie, you need to get out of here, tell somebody what's happened here today, I can't buy you much time," he said facing the oncoming ponies completely. "RUN!" Leo yelled as he slammed the throne room door shut.

Gates did as he was told, going into a full gallop. He didn't know where to go, or what to do when he got there the only thing he did know was he had to get out of Canterlot.

The room was flushed with radiant white light as the three ponies appeared in the center of the room. All of them were badly singed - Twilight had only teleported herself and Spike at the same time once before. The lavender unicorn was surprised she was even able to do the spell without any serious side effects. Looking around the room around around the room, she recognized it as Fluttershy's cottage. Twilight had never even teleported herself this far at once, let alone three full-grown ponies. She grunted as she stood up from the floor of the cottage, walking to check the window. Nothing. She breathed a sigh of relief, at least they were safe for now.

Rarity moaned as she stood up, "Well I can't say it was the perfect escape," she said looking at her now unkempt coat,"but I'm never the one to argue with results." She helped Fluttershy back to her hooves, and strode over to Twilight. "I'm so sorry about Spike, I do wish there was something we could do..."

"There's no need to be sorry Rarity," Twilight said flatly, "you didn't do anything wrong, and there IS something we can do to help Spike."

"There...there is?" Fluttershy asked, still shaken from the events that transpired outside the library.

"And just what would that be, Twilight?" Rarity asked.

"Well," Twilight shied away, "I don't know just yet, but there's always something we can do. We have to, Spike sacrificed himself for us, if he's still alive, we have to.” As she said the words, Twilight felt a pit in her stomach. What if Spike wasn't okay? Twilight stopped her thoughts, she couldn't let herself think like that. She had to stay hopeful that Spike was okay. At least she had to try.

"Well whatever it is Twilight, we'll be more than happy to help," Rarity said.

"Really?" Twilight said a little surprised at her friends' eagerness to put themselves in harms way.

"Why of course, it's the least we can do after all Spike has done for us..." Fluttershy said weakly, obviously nervous about whatever lied ahead.

Twilight smiled slightly - she had loved her friends so much. This wasn't the first time they had put themselves in harms way for her, and Twilight had done the same. She had been truly happy for the first time in her life in Ponyville, thanks to her friends, she wasn't going to let that slip away. The word stuck in Twilight's head, like something had latched on and wouldn't let go. The word echoed throughout her mind.

"Friends..." The unicorn stared out of the cottage’s window.

"Umm... are you okay Twilight?" Fluttershy asked, concerned.

"I know what we need to do to save Ponyville," Twilight said slowly, "but first we need to find the rest of our friends."

= = = = = = = = = = = = = = = =

Applejack was in full gallop towards Ponyville. The cracks and yells were audible even all the way at Sweet Apple Acres. She just had to see what all the ruckus was about. She hardly had the time to even get away from the farm. She had spent the last day trying to get the Cutie Mark Crusaders down from the contraption they had built in the tallest apple tree in all of Sweet Apple Acres. Applejack still hadn't gotten a straight answer from her sister and her friends what exactly they were doing or what the device was, but she was simply relieved that they had been okay, and were now safely in their clubhouse... hopefully. Applejack chuckled at the thought of how she used to be just as mischievous when she was a young filly - it felt like it was only yesterday.

The orange earth pony galloped over a small hill and now Ponyville was in clear view. Applejack froze at the sight. There were plumes of smoke coming from Ponyville, flashes followed quickly by sharp, loud bangs. She couldn't believe her eyes, she knew she had to go in and help her friends. She began galloping towards the town but suddenly stopped dead in her tracks.

"Applebloom!" she yelled realizing that her sister and her friends were alone in the middle of the orchard. She turned tail and went into full gallop back towards the farm. She was bucking herself for even leaving in the first place. How foalish could she be to actually leave her sister when something was wrong. She wouldn't be able to live with herself if something happened to her and her friends.

Applejack shook her head, "Ah, horse feathers! Pull yourself together AJ, y'all can't be thinkin' like that," she tried to calm her nerves, but she knew that wouldn't happen until she KNEW the Cutie Mark Crusaders were safe. She was almost to the farm now, she had never run this fast, even when she and Rainbow Dash raced in the Running of the Leaves. She was completely out of breath as she slowed down on the dirt road leading into the farm. She saw a similar sight to Ponyville as she reached the farm. Applejack hid behind a nearby apple tree and watched the scene the scene. Big Macintosh and Granny Smith were both tethered in dark, magical chains, and trapped in a nexus. Three ponies in light-blue armor lay next to them. Applejack grimaced at the sight of her brother and grandmother disappearing along with the wounded guards.

Applebloom and her friends weren't in there, so there was still hope. Applejack began running towards the Cutie Mark Crusader clubhouse. She reached the clubhouse in no time, Applejack knew Sweet Apple Acres like the back of her hoof. She ran up the stairs, panting for breath. She looked inside the door Applebloom had made for the clubhouse... empty. They were gone.

Applejack stumbled down the stairs of the club house. She collapsed as tears fell from her eyes. She couldn't believe they were gone, they could be anywhere right now. She just couldn't believe-

She saw something whoosh past the corner of her eye. Applejack looked through the rows of apple trees, focusing on the speeding object. It was... Scootaloo on her scooter, with Applebloom and Sweetie Belle in the wagon.

"Applebloom!" Applejack called.

"Sis!" Applebloom returned, "Help!" The yellow filly pointing her hoof at four ponies chasing the wagon.

"Oh no ya don't!" Applejack said jumping back to her feet. She galloped in between the wagon and its pursuers. Applejack had to get rid of them somehow, but how? She noticed apples beginning to fall from the great amount of shaking caused by the chase. The orange pony stopped and kicked two falling apples into the two unicorns that were chasing the crusaders. "Two down, two to go," Applejack thought as she slowed down lining herself up in between the two earth ponies chasing them. One went to bump into Applejack, but she slowed down, causing the ponies to crash into each other. The pony who had attacked Applejack hit his head on a tree, and now was knocked out cold.

The last was now getting up off the ground, not expecting to be hit by his own partner. Applejack ran up to him and bucked him in the side, causing him to double over and get knocked out. Scootaloo steered the crusaders to Applejack.

"Applebloom!" the orange pony said embracing her little sister with tears in eyes, "don't y'all ever disappear on me like that again, ya hear?" Applejack heard shouting in the distance. "Ah, horse-feathers, you girls follow me, I reckon I gotta get y'all outta here before more ah those bad ponies come lookin' for us," Applejack said as she trotted away with the Cutie Mark Crusaders behind her.

= = = = = = = = = = = = = = =

Rainbow Dash and Pinkie Pie jumped down from the apple tree they had been hiding in. As the other ponies searched Sweet Apple Acres for them, they began to head back the way they came, intent on helping there friends with the troubles in Ponyville.

Rainbow Dash spoke up "Pinkie, I don't think I can do this," still wincing with pain from her broken wing, " you really should go on without me."

"Oh Dashie, you know I could never do that, we just need to find somepony to fix you up!" Pinkie Pie countered, "Come on silly filly, I know just the place we can go!" Pinkie Pie, clearly excited about the idea that had come to her, began bouncing away.

"Pinkie.. wait up," Rainbow Dash groaned," where are we going?" She questioned struggling to keep pace with Pinkie Pie.

Pinkie Pie began speaking very quickly, making it difficult even for Rainbow to understand, "Well, at first I thought we could go to Fluttershy since she lives outside Ponyville, but then I remembered that Fluttershy and Rarity spent the night at Twilight's house." Pinkie Pie continued to ramble as Rainbow Dash waited for the actual answer to her question. "Then I figured we could go to Applejack, but after what we saw from up in that tree, I'd say she's too busy to help."

"PINKIE! Where are we going!" Rainbow Dash exclaimed, slightly frustrated with Pinkie's lack of focus in the serious situation.

Pinkie Pie stopped, "We're here!" she squeaked. They were standing on the very edge of the Everfree forest.

Dash looked at the pink pony quizzically, "Umm, Pinkie this is the Everfree forest, I don’t think we're going to find help here..."

Pinkie Pie began to walk through the trees, "Well, we have another friend who lives outside of Ponyville, who also helped you fix your wings once before, so I think we will find help here." Dash sighed, realizing there was no way she could talk Pinkie out of this as she followed her into the forest.

= = = = = = = = = = = = = = =

Gates rushed through the palace halls, making short work of the few guards that he actually had run into. He didn't know where he should go, given that his order was only "run," but he knew who did know where to go: Sterling Moon. Spark had told her to leave quickly, so wherever she was going, Gates figured there was good reason he should be there too.

He tailed her out of the palace - she was escorted by about a dozen of the blue-armored guards, too many for Gates to take out all at once. He had to use stealth. He moved from cover to cover, much like he had with Leo, Firefly, and Vinh in the courtyard. Gates continued to follow the Princess's former advisor and her escort to the pegasus chariot dock. She stopped and gave orders to four of the Pegasi escorting her, "I need to be in Ponyville before things can get out of hand," she ordered sharply.

"Ponyville, huh? Why would she be going there? It's a bit small to be really significant this early on..." his voiced trailed off as he looked, remembering he was alone this time, "Oh, right... at least nopony heard that..."

Gates turned and headed towards the outskirts of Canterlot. He could see Ponyville from Canterlot and it was close enough to walk. However, he knew he couldn't take the roads without getting caught. He scanned the area as he left Canterlot. The only way he could get there in time to keep up with Sterling was if he went through... he froze at the very thought.

He had to go through the Everfree Forest.

"I can't..." he said nervously," I haven't been in there since..." he stopped himself - he couldn't let his mind get away from him, not now. He had to do this, he had no choice, his thoughts stopped as he came to the forest's edge. He swallowed his fear, charged his weapon, and went in.

Celestia hit the ground with a thud after Spark had teleported them. She tried to get a grip of her surroundings. She looked around, seeing nothing but thick bushes and towering trees. The only place she could think of that would be this poorly maintained was the Everfree Forest. She had not personally explored Everfree to a great extent, but something about this place felt... familiar. She shifted, but the chains that wrapped around her didn't budge. Suddenly, she felt herself being pulled to her feet. Spark walked up, with the same expression he'd always held around the princess.

"Spark," Celestia said coldly," I can't believe you would do this to me, and even worse, to your country. Why would you want to do this?"

"I am truly sorry I had to do this to you and your sister Celestia, but what Gyro, Sterling, and myself are doing is certainly in the best interest of Equestria," Spark said with a flat level of confidence.

"How can what you are doing be what's best for Equestria!" Celestia demanded. "You overthrew it's rulers, attacked its capital and now you have thrown it into belligerent conflict! Tell me Spark, how is this what's best for Equestria!"

Spark raised his tone only slightly, "Yes, Celestia, it's all true, but Equestria will be far greater than ever before - with rulers who aren't so weak." Lowering his voice again Spark continued," I never agreed with how little you and your sister used your great power, but I wouldn't dare question it, given that nothing could even rival yours."

"So what changed your mind Spark?" Celestia said frustrated and worried at the same time. Spark used his magic, guiding Celestia to walk through the forest, until they came upon a small clearing.

"Well," Spark said with a satisfied grin, "you never know where you might discover a little extra something."

Celestia couldn’t believe her eyes as the they came into the clearing. "No..." she let slip away as she gazed upon the open door of the magical cell she had she had visited just the night before.

= = = = = = = = = = = = =

Gates slowed his pace to a canter. He didn't want to run out of energy and let his guard down here of all places. He pushed forward, heading towards Ponyville, using the sun as a guide. It got easier since the clouds began to clear out.

It has been a long time since he was here, he thought. He had always hoped hoped never to return. He walked through the forest, letting his mind run. The place felt vaguely familiar, even though he knew he had never set foot in this area of the forest. This place would always bring those memories back - it has been hard enough to keep them from returning in a life that seemed so far away now. It has been only yesterday that Gates was in the barracks joking with his friends.

"Friends," the word burned in his mind. He could still remember talking to them...

"I told you guys there was nothing to be afraid of in here," the young Gates said bravely.

"I never disagreed with you, it's all just tricks your mind plays on you," Lucy returned, "you're always your own worst enemy in places like this." Gates was convinced she was right - she always was. The white-coated, black-maned filly was one of the smartest he’s ever met. Almost completely opposite of himself and Rampart, who were always looking for something foalish to do. The brown earth pony had been his best friend since they were born.

"Yeah, and even if there were, nothing we can't handle right Gold?" Rampart joked. He was a year older than Gates and had always won when they wrestled, however, Rampart had stepped in when a few of the colts at school started giving Gates trouble. He was always a better fighter than Gates, and Gates had started to become annoyed by this. This was part of the reason they had come out here in the first place. Gates had to prove to himself he could handle himself on his own, without relying on Rampart.

"Totally, nothing the three of us can't deal with," Gates said with a nervous grin. There was a rustling in the bushes nearby...

No, Gates thought, he couldn't let the forest get to him. He pushed the memories to the back of his mind, a skill he had become adroit at through the years. He looked to the sky, the sun was low in the sky, Gates didn't realize for how long he had been traveling. He looked down from the sky and saw a small structure in the distance. He hadn't thought anypony lived in the Everfree Forest, and if somepony did, they probably weren't the most hospitable. Gates approached quietly, weapon ready.

= = = = = = = = = = = = = = =

Pinkie Pie and Rainbow Dash moved through the brush, making sure to avoid the poison joke that lay on the path.

"We don't wanna have any more problems with your wing-a-lings," Pinkie Pie said happily, seemingly unaffected by the events that had occurred throughout the day.

"Heh, yeah the last thing we want is an upside down AND broken wing," Rainbow Dash responded. Normally, Rainbow would have been a little annoyed by Pinkie's chipper attitude, but now she was happy Pinkie was there, helping Dash all day without even thinking about her own safety. Rainbow would never admit it, but she was genuinely scared. Not only scared that for herself, but for her friends, for Ponyville. If they were hurt and there was nothing she could do, she would be devastated. Rainbow Dash knew she was lucky to have her friend there with her - this was one of the few times she wasn't sure if she could handle things on her own.

"Gee, I sure hope Zecora can help us. It would be a shame if we came all the way into this big spooky forest for nothing," Pinkie added. As they came up on Zecora's hut. Pinkie Pie nearly jumped out of her coat.

Applejack and the Cutie Mark crusaders were standing just outside the hut. Pinkie practically tackled Applejack when she saw her.

"Applejack! I missed you SO much!" Pinkie Pie was bouncing with excitement," Me and Dashie were gonna come look for you guys, but then she got her wing hurt." Scootaloo ran up to Rainbow Dash excited to see her personal hero but then froze, looking at Rainbow's limp wing.

"Is it..." Scootaloo had look of pure fear in her eyes, she couldn't bear the thought of her hero being hurt that badly.

"Oh, don't worry about it kid, it'll be fine, I'm sure Zecora will be able to help make it better," Rainbow Dash soothed, trying to make the injury seem like less than it was. Scootaloo seemed to relax and began telling Rainbow Dash about how they had escaped.

Zecora came out of her house, surprised by the group of visitors that had arrived so suddenly.

"Zecora!" Pinkie yelped,"We're so sorry to bother you but-"

"HEY!" a voice shouted from behind," who the flank are you ponies?" Gates asked stiffly, aiming his staff towards the center of the group.

Twilight, Fluttershy, and Rarity came to a stop at the barn. There were holes in the walls, the ground was scorched. No sign of Applejack or anypony else. A pit started to form in Twilight's stomach. What if they couldn't find their friends? What if they suffered the same fate as Spike?

Twilight's thoughts were interrupted by Fluttershy, who had only manged to squeak when she found the tracks leading deeper into the orchard.

"Come on girls, if Applejack's anywhere, we aren't going to find her here," Rarity said, as curious about the tracks as the rest of her friends were. They were fresh, and it was clear they had taken off running in the mud. The three friends followed the tracks as best as they could until they came to a large series of scrapings in the ground.

"Oh my, what happened here?" Fluttershy asked as she inspected the torn ground.

Twilight looked at their surroundings, bark scarped off of trees, apples laying on the ground. Twilight discovered more tracks leaving the scene, the same kind they had been following, but now they were accompanied by something, four straight lines all about the same distance apart.

"This looks like it could be from Scootaloo's scooter," Rarity observed, "if they're together, then we might be in better shape than we thought."

"Well we’d better hope so," Twilight commented," otherwise I have no idea how we'll find them." The three ponies followed the tracks towards the edge of the orchard. They clambered over the rail the rail fence surrounding the property and continued to follow the tracks . Twilight didn't like what she was seeing - if she was right, these tracks would them straight into the Everfree Forest. Fluttershy stopped in her tracks as Twilight looked up from the ground below - she was right; they were going to have to go in.

"Well, come on girls," Twilight said with the same tone she's always used when she was trying to cover up fear. The last thing she wanted to do was go on a wild goose chase through the Everfree Forest, but she knew she had no choice. She started walking into the forest and Rarity followed. Fluttershy only stood frozen looking into the trees.

"Fluttershy, come on," Twilight encouraged as Rarity nodded along.

"I-I can't..." Fluttershy shied away," j-just go on without me, I'll be fine, I'd end up slowing you down half the time anyway."

"Don't be ridiculous, Fluttershy," Rarity said," we need you in there, you are the only one that can deal with those wild animals in there safely. We need you, and our friends need you."

"We can't get separated again," Twilight added," you know our friends would do the same for you." With that, Fluttershy realized she had to go in, even if she didn't like it. She had to do it for her friends. You can’t let you friends down, she thought as she tried to gather the courage to go in.

= = = = = = = = = = = = = = = = = = =

"Well? Who are you?" Gates kept his weapon steady, aimed in the center of the group. He didn't like that he had to act like this - there were fillies with them - but he couldn't let his guard down, if this was a trap he'd be bucked.

Sweetie Belle quivered in fear behind Pinkie Pie and whispered to the earth pony, "those ponies that were chasing us had those sticks..."

"Well what do you know, the Chasey McChaserton chased us all the way in here," Pinkie said sharply.

"Wait, what?" Gates replied confused," I wasn't chasing you, I was... never mind. Tell me, who are you?"

"Well, your friends didn't seem so interested in knowing who we were. Why do you need to know our names if y'all are just gonna throw us in one ah those portal things?"

"Portal... what?" Gates realized they were no threat as he lowered his weapon," I guess they got to Ponyville..." He looked at the ground, ashamed that he had just threatened a group innocent, and probably scared out of their minds, ponies.

"They?" Rainbow Dash questioned. "You mean you know about what's happening? Who are you? Are you one of those bad ponies?"

"Bad ponies? No," Gates responded," I'm sorry I threatened you - for one, I just couldn't be too sure. My name's Golden Gates, I'm a member of the Royal Pony Sister's elite guard. I was going to-" He was cut off, his staff wrenched out of his hands by a magical force, breaking off of the brace that kept it in place. The staff bashed Gates' face, shocking him with magic and rolling away.

He recovered quickly, taking a defensive stance in front of the ponies he had just been threatening, now protecting them. Three figures came out of the woods, two unicorns and a pegasus. Twilight levitated Gates off the ground, her horn glowing a bright white light.

"Twi’! Stop!" Applejack yelled. As Twilight suddenly dropped Gates from the air. He hit the ground hard, and stood up quickly, back in the same stance he had taken before the unicorn attacked him. Twilight's horn began to glow again.

"Both of ya simmer down, this is a big misunderstanding," Applejack intervened. "Golden Gates here is on our side I reckon, and didn't mean to threaten us like that," Applejack explained. "These are our friends, here," she said looking at Twilight, Rarity, and Fluttershy. "They clearly thought you were one of the ponies chasing us earlier. But you aren't, we're all friends here." Gates kept his eyes fixed on the three ponies who had sneaked up on him, and eased up only when Twilight and the others did.

Zecora led all of the ponies inside her hut and began tending to Rainbow Rainbow’s wing. In the corner of the room, the Cutie Mark Crusaders retold their adventure, trying - and failing - to keep their voices to a minimum. Meanwhile, the others stood talking by the door.

"I really am sorry I acted like that," Gates said, still ashamed of what he had done.

"Don't think nothin' of it," Applejack soothed," I'm sure I woulda done the same thing if I was in your horse shoes."

"I'm sorry I was so quick to attack you - I just didn't want anything to happen to my friends, you know?" Twilight added, apologetically. Her words hit Gates hard. He started to think back, but stopped himself - he knew he couldn’t get distracted, not now.

"No apologies necessary," Gates said firmly.

"Well, Twilight here kind of interrupted your introduction, who did you say you were?" Applejack asked.

"My name's Golden Gates, a member of Celestia's elite guard, I was going to Ponyville to try and stop what’s happened in Canterlot from happening there. I guess I was too late," Gates’ voice trailed off. "I need to do what I can in Ponyville however, so I really should get going," he said, starting to walk out he front door.

"Wait!" Twilight yelled. "Let us go with you, I'm sure we can help," Twilight said as her five friends perked up.

"I couldn't let you do that, you've been through so much already and I can't guarantee your safety," Gates deflected her offer as quickly as he could.

Pinkie Pie popped in: "How can the bearers of the Elements of Harmony not be helpful now?" She looked at Gates with a sense of curiosity that threw him off a bit.

"You're telling me that you are the bearers of the Elements of Harmony?" Gates asked slowly. Twilight and the others all gave a nod. Gates couldn't believe it, but he had to - it was the best chance he had at beating this. He closed the door and walked back in the hut. "Alright, I'm not going anywhere."

"There," Zecora said finishing her work on Rainbow's wing, "now I would advise that you be more careful when you take to the skies," she said rhythmically.

"I'll try to keep that in mind, thanks Zecora!" Rainbow said as she walked towards her friends who were standing in the middle of the hut talking to Gates. She stretched her wing - it felt better, not perfect, but better. She couldn't wait to fly again and see how her wing would hold up, but the pegasus knew it was best to follow Zecora’s advice for as long as she could help it. She didn't like the idea of not flying at all for even a few hours, not to mention a few days, but Dash knew Zecora was right - it was best if she kept her hooves on the ground for a while. The cyan pegasus entered the circle of ponies and listened in on the conversation that had kept them all busy for nearly half an hour.

"That's when I ran into you girls," Gates finished the story he had been telling," and then, well you guys know the rest." Everyone but Rainbow Dash remained silent after hearing the grim news.

"Hey everypony! What's up?" she asked with an excited curiosity,"Is everything okay?"

"Oh yeah," Pinkie Pie started," Goldie here was just telling us what happened before he met us, it's a doozy!" Pinkie chirped.

"Oh, well I'm sorry I missed it, I'll have to hear it sometime," Rainbow Dash responded.

"I'll make sure to tell it to you when we have more time," Twilight said, adding, "How's your wing?"

"It's seen better days, but Zecora made it a whole lot better," Rainbow Dash

replied happily.

"That's good to hear," Gates said. "But it looks like you'll have a little more time to rest up. I'm having trouble fixing the brace that lets me use my staff," he explained, pointing at the broken piece of metal.

"I can fix it!" Applebloom chirped as she grabbed the brace from Gates' hooves and rushed back into the corner.

"Applebloom!" Applejack yelled at her little sister.

"Don't worry about it," Gates stopped her. "It's not like she can make it any worse. Plus we need to plan this out if we want to get the elements without anypony else getting hurt."

"You're right," Rarity commented. "All six of the elements are spread across town in our homes."

"And who's to say that they haven't found them already," Twilight added. "We barely got away from the library."

"Ah reckon they tore the farm apart after we got away," Applejack said, concerned.

"Then we'll have to move fast if we can even hope to get all of them," Gates concluded. "Without one of the elements the rest are powerless, and we're running out of time."

"Alright everypony," Rainbow Dash called out. "You heard him, let's go!"

"It's not that simple," Gates stopped the cyan pegasus, continuing"There are six elements, and if we all run in there, they're gonna be ready. We need an actual plan, one that they won't be bale to counter before it's too late." The seven ponies thought for a short while.

"Well I suppose if we split up, we could get the elements faster before they could notice," Rarity proposed.

"Split up?" Fluttershy asked. "After all the trouble we just went through to get back together?"

"Well if we all go at once there's a greater chance we'll be caught," rarity countered.

"Rarity's right, unfortunately," Gates commented. "Moving together will draw too much attention - but I'm also afraid moving at all will do just the same. Considering we don't know how many more ponies they've brought in for the search, they're most likely spread throughout the entire town."

"Well I reckon there ain't much we can do about that," Applejack said, looking at Gates.

"Maybe there is," he said," I can probably draw their attention for long enough that the six of you can get the elements and meet back in the center of town, where I'll be."

"You think you can keep them busy that long without getting hurt?" Rainbow Dash questioned.

"Yeah, and you don't have your shocky thingy," Pinkie added.

"It won't be easy, and the fact that I won't have my staff certainly won't help," Gates explained, weighing all the options. "But I'm perfectly capable of handling myself without it. As long as you guys get the elements quickly, and get to the center of town, I should be fine."

"Y'all won't have to go without your shock stick," Applebloom said as she dropped the now completely repaired brace at Gates' hooves.

He looked at it, amazed, "How did you..."

"Ah've always been good at fixin' stuff - this was easy!" the yellow filly drawled happily.

"Well, thank you, this should make things quite a bit easier," Gates said graciously, still impressed that the young filly was able to mend the brace.

"Well I say we've spent enough time talking everypony," Twilight said. "Let's get going." Six of the ponies followed Twilight, while Applejack stayed put.

"Zecora," the orange pony said, slowly. "Ah hate to impose, but would you mind if we left these fillies here? Ah hate to leave em' behind, but this sounds awful dangerous and..."

Zecora stopped Applejack, "It is no problem at - have no fear, as your young friends will be quite safe here."

"Thanks a million Zecora," Applejack said, turning to her sister, "I'm sorry I'm leavin' again, sis’, but we gotta stop these ponies, and if Gates here is right, Ah reckon we're the only ones who can."

"Don't worry 'bout it, sis!" Applebloom responded," Ah know you got to do this, just promise you'll be careful."

"Cross my heart, hope to fly, stick a cupcake in my eye." Applejack promised as she walked out the door, and galloped up to her friends.

= = = = = = = = = = = = = = = = = = = =

Gyro flew into the throne room, and streaked like lightning to the leader of his search team and his chief advisor, "Hazel, I need a status report," Gyro ordered.

"Well," the light brown pegasus responded, "Sterling's search party is making good progress in Ponyville, she says that it shouldn't be long before they find the elements."

"Good, good," Gyro said," and what about the elite guard? Do we have them locked down?"

"Yes, well, most of them," Hazel said quickly.

"Most?" Gyro asked," I thought we had them all in Canterlot when we attacked?"

"We did, but we couldn't keep all of them from escaping," Hazel explained," we have most of them taken care of already, and we have a good idea on where to start looking."

Gyro stomped his hoof on the ground, and demanded" How many are we missing?"

Curtly, Hazel said: "Two.”

= = = = = = = = = = = = = = = = = = = =

Spark and Celestia walked up to the gate, standing in front of a large mass of stone.

"I don't see how you did it Spark. The magical seal on the gate should only have broken when the pony who cast it was no longer living," Celestia said perplexed.

"Well as we both know, Luna cast the spell over a thousand years ago, even before she took the form of Nightmare Moon," Spark explained," But over the course of her imprisonment in the last millennium, the spell weakened, not completely breaking. Now when you noticed this, you gave me and my team time to work on the door with no interruptions, and when we opened it, I simply took control the power that had been locked away for the Triumvirate."

"The Triumvirate?" Celestia questioned, trying to learn all she could about Spark's plan.

"Well even with the power, I am not enough to run the kingdom on my own, so I tethered the power of myself, Gyro, and Sterling together through the great power I had unlocked." He said as they stood just outside the massive door.

"You’re making a huge mistake. You can't do this," Celestia said.

"Of course we can Celestia - we already have. Yes, there are details like raising and lowering the sun," Spark said slowly," but the sun is up now, and I should have the time to figure out a solution before it causes any major problems." Spark began strapping a magic blocking chest plate on the princess. Though it wouldn’t be able to contain Celestia’s magic completely, its power combined with Spark’s would be more than enough.

"Do not worry Celestia, I have Equestria's best interest at heart," Spark soothed Celestia as he guided her into the cell. "Let this mark the end of the rule of the Royal Pony Sisters," Spark said smiling as he closed the gate.

"And the beginning of the rule of The Triumvirate."

Gyro and Hazel soared through the clouds, followed by nearly two dozen Triumvirate soldiers. They wore the same midnight-blue armor, but being all pegasi, the armor covered their wings, making them usable as a blunt weapon. Gyro knew this could potentially hurt the guards’ wings, but it would give them a great advantage in Cloudsdale. It was a necessary risk he thought, especially since it was only temporary. Soon, this fight would be over, and the Triumvirate could rule peacefully. But he had a task at hand, he and the the rest of the Triumvirate knew that as long as there were members of the elite guard out there, they couldn't rest easily.

"So who are we sending after Hazel?" Gyro asked.

"Well, the pegasi in the guard have an agreed upon meeting place in Cloudsdale if anything were to happen," Hazel explained. "Our informant gave us the location, and now we're hoping to catch Briggs, who spent a year in the guard." Hazel slowed down as the group came closer to Cloudsdale. "He won't be easy to take out in his home town, an area he knows like the back of his own hoof, but our force should be enough to overwhelm him."

"How do we know he's alone? If there are more than one of them, there's a good chance-" Gyro was interrupted.

"There's no chance of that, we have accounted for seven of the nine ponies in the elite guard; one is a pegasus, one is an earth pony. We have the advantage of knowing that if that pegasus is here, we'll catch him alone."

"Then, I guess it's time we move in," Gyro signaled tot he other ponies, flying still in the air behind them. "Everypony to the main objective, move fast and hit him hard. We only get one shot at this so we can't afford any mess-ups, everypony move out!" Gates ordered as himself, Hazel, and dozens of pegasi rushed through the air, towards the center of Cloudsdale.

Briggs walked out the room that had been hidden away in Cloudsdale for years. He looked out at the dozens of pegasi flying towards him. They had kept the hideout under the radar in the center of Cloudsdale for years - and now they found him! He knew they would come though, there was no way the wouldn't. He had just hoped somepony else would be here too, but there wasn't. He had known it before he had gotten there too, but he didn't want to believe that he was the only one who had escaped.

= = = = = = = = = = = = = = = = = = = =

Twenty hours earlier...

Briggs flew behind Dauphin, galloping through the streets and into the gardens.

"How exactly are we supposed to find Celestia if she was supposed to be in the Everfree forest?" Cyclone asked, the blue pegasus flew at Briggs' flank.

"I don't understand why she would leave unannounced and take none of the guard - it doesn't add up," Typhoon agreed. Typhoon and Cyclone were brother and sister, and two of the best fliers in Equestria.

"I've heard rumors about a mysterious energy reading in Everfree," Inferno added, the unicorn was a brilliant orange. He had a great power with offensive magic, especially fire. Briggs had always found it a bit ironic that he had such a laid-back personality. But he supposed that was a good thing - it can't be good for someone that powerful to be so volatile.

"It doesn't matter where she went, our why she went there," Dauphin jumped in," We have to find her no matter what." He galloped with the four ponies behind him for nearly a mile until he came to a plaza. A few shops lined the outside, there were a few trees, but nothing of interest.

"Hey D'?" Inferno asked Dauphin as he walked up to the white unicorn," why are we here? There isn’t anypoyny here... And frankly, I don’t see any reason why the princess would be here of all places."

Dauphin looked at the ground and whispered, "I'm sorry."

"What are you-" Cyclone began to ask, but she was cut off. Dozens of Triumvirate soldiers came rushing at them, firing bolts of energy with the staffs that only the elite guard should have the access to. Inferno fought back with blasts of fire, while Briggs and Typhoon flew up to air, hovering above the fight. They fired bolts at Dauphin, who had forced Inferno into one of the nexuses. Turning on the spot, the traitor assaulted the pair with bolts of magical energy. Several hit Typhoon as he spiraled into the ground, dropping into one of the magical portals. Cyclone dove after her brother, getting herself caught in the portal as well. Briggs flew towards the ground and fired an energy bolt at Dauphin, knocking him off balance. Briggs took the opportunity to fly away - there was no way he could beat Dauphin and all the guards by himself.

He took to the air, and was followed by about a dozen pegasi. Briggs weaved through buildings, losing a few, but was still followed closely. He flew straight up towards a large cloud. Energy bolts rushed by him, some hitting. Several even hit his brace, making him drop his staff. He couldn't go back for it, he had to get away. Briggs rushed through the cloud, and looped once above it , going slow enough to ensure that his pursuers saw him dive back into the cloud.

Briggs kept in the cloud as the guards passed through. He flew to the edge of the cloud and went as fast he could towards Cloudsdale. The pegasus knew he was safe for now, by the time they figured out what had happened, he would be long gone.

= = = = = = = = = = = = = = = = = = = =

Briggs wasted no time in engaging the oncoming pegasi, he couldn't just run this time, he'd have to hit them hard if he wanted to get away. Briggs wouldn't be able to win this if he couldn't keep his distance, which would be difficult without his staff.

He had an idea, but he would have to bunch the guards up. Briggs weaved through the guards, trying to work them all close enough to a medium sized cloud just outside of the floating city. He weaved through them, drawing them all closer to the cloud. He stopped next to the cloud as Hazel and most of the other guards charged in.

Briggs bucked the cloud, causing lightning to shoot out of it. The bolts attracted to the metal armor on the ponies, shocking Hazel and the others badly. They spiraled to the clouds below, many unconscious.

The few guards that had stayed with Gyro began to fly towards the now fleeing Briggs. "Let him go," Gyro ordered.

"But, he'll get away," one of the guards objected. "What if he regroups with the others?"

"We have wounded here soldier, and I won't risk my ponies for somepony that we will inevitably catch," Gyro raised his voice and paused before saying under his breath, "one way or another."

= = = = = = = = = = = = = = = = = = = =

The seven ponies came to a hill outside Ponyville, looking down at the town. Things seemed to have calmed down since they left. Twilight couldn't decide if this was good or bad. If they had found what the elements, there was no reason why they should stick around. Regardless, the fact that the town wasn't thrown into utter chaos was definitely good.

"Alright everypony," Gates began," here's the plan: Applejack, you'll go to Sweet Apple Acres, and then meet up with Rarity and Pinkie Pie at the Carousal Boutique before heading to Sugarcube Corner to get Pinkie's element." The three ponies nodded as Gates turned to Fluttershy and Rainbow Dash. "You two are going to Fluttershy's cottage and then your home outside town - it shouldn't take you too long since you can fly - so be sure to get to the library fast to help Twilight. And Twilight, I'll escort you into the town so that you're close enough to teleport into the library. You can hide there until the rest of us show up," Gates finished," I'll keep them distracted for as long as I can, but all of you need to get to the library as fast as you can."

"You can count on us Gates," Rainbow Dash said confidently as she flew away with Fluttershy.

The rest of the ponies galloped away as Gates whispered, "And be careful..."

= = = = = = = = = = = = = = = = = = = =

Sterling moved through the center of town, receiving reports from half a dozen guards.

"I don’t care about what you didn't find," she said sharply. "When one of you actually finds something, let me know, otherwise get back to work!" she snapped as she came to the center of town. She looked at the damaged buildings - it was really a shame they had to use such force to take over, but it was in Equestria's best interest for the Triumvirate to take over. No matter the cost. After the first few weeks the citizens would begin to understand, and things would be better in Equestria than they ever had been - or so she thought.

"Ma'am!" Sterling turned to see on of her officers running up, short of breath. "You need to come right away, we've found something in the library."

Sterling walked through the library. Books were thrown across the floor, only very few actually still laying on the shelves. She followed the officer up the stairs, into another room with shelves lining the walls, and a loft that had a few dressers and a bed. In the middle of the room laid an open book, hollowed out and containing a small case.

The pony's eyes widened as she approached the case and opened it. A glimmer of light caught the perfect shape of a golden tiara. Its pink gem, cut into the shape of a six-point star, seemed to pulse with hidden energy.

The element of magic.

She picked up the case and looked happily at her prize. There was yelling coming from outside. Sterling put the closed the case and put it in her saddlebag as she left the library, escorted by her guards.

= = = = = = = = = = = = = = = = =

Rainbow Dash and Fluttershy came to the cottage. Animals surrounded the structure, clearly struggling to cope with Fluttershy's extended absence. The two pegasi moved the couch in the cottage, revealing a small door in the floor. Fluttershy opened the trapdoor, revealing a small box, her element still safely nestled inside. She grabbed the necklace and put it on. Dash started to head out the door, but Fluttershy stopped her.

"Umm, Rainbow Dash?" she asked timidly," Do you really think we can do this? What if somepony gets hurt... or worse?" They stood quietly in the center of the cottage for a few long moments, both in silent contemplation.

Then the cyan pony gulped, "I can't say I'm not worried Fluttershy - I am. But we have to do this - if we don't, these ponies could rule Equestria forever." Rainbow Dash continued, the strength returning to her voice, "We have to trust our friends, and we have to trust Golden Gates - I have complete confidence he can get us through this." Rainbow flew over to Fluttershy's side.

"That's just the thing I'm worried about..." Fluttershy said. "What if Gates gets hurt trying to protect us? I don't think I could live with myself if he got hurt trying to save me..." Fluttershy shied away a bit.

"I don’t think you have to worry about that," Rainbow soothed her. "These elite guard guys, they're more than capable of taking care of themselves - and more." The two pegasi left the cottage. "So let's at least give him the help he needs - let's get to my element and hurry back to Ponyville."

= = = = = = = = = = = = = = =

"Alright Twilight," Gates said looking around a corner near the library. The place was crawling with Triumvirate guards. "I'm gonna draw them as far away from the library as possible - once we're out of sight, teleport in there and find the element. We'll all meet up back here so you'll have to hide for a bit after you find it."

"You got it," Twilight said. "You can count on me, just make sure you-"

Gates stepped away and fired a bolt into the crowd of guards, and ran up close enough to make sure they saw him.

"Hi there," Gates said wryly as he turned and galloped away, most of the guards turning and chasing after him, firing bolts of magical energy.

"Be careful..." Twilight finished as she looked around the corner. She saw a blue-white pony leaving the library, accompanied by the only guards left in the library. Twilight's horn began to glow and she was gone.

= = = = = = = = = = = = = = = =

Applejack ran through Sweet Apple Acres. Weaving through trees and trying to avoid the few guards that still searched the orchard. She doubted that they would be able to stop the ponies who were doing this. She remembered the fear she had felt when they faced Night Mare Moon. They had barely beaten her - and they didn't have nearly as many ponies working against them back then. Applejack wondered if they would do anything but get themselves hurt and let Equestria down. She swallowed her fear - she had to try, at the very least. Otherwise those evil ponies would rule Equestria forever.

The orange pony came to the nearly destroyed barn. She climbed up to the rafters, and walked across the damaged beams. Applejack walked across two small boards placed on top of the rafters where a small wooden chest locked with an iron padlock sat against the wall. It lay exactly as it had when she hid it there just a few days after they had beaten Night Mare. The gold necklace had a beautiful red ruby cut to resemble an apple in the center. She looked deep into the jewel and smiled a bit as she remembered what had gotten them through their encounter with Night Mare: friendship.

Applejack hopped down out of the barn, galloping for Carousal Boutique. All traces of doubt fled from her mind - she knew that her friends could get them through this, as long as they were together. She began to pick up her pace, wanting to get to the boutique as soon as possible, thinking back to what Gates said, "I'll keep them distracted as long as I can, but all of you need to get to the library as fast as you can."

There was something about the way he had said that had made her uneasy. Applejack couldn't think about it now though - she had to get top Carousal Boutique.

= = = = = = = = = = = = = = = =

Golden Gates turned and fired into the mob of guards that chased him. He was actually surprised it had been that easy to draw nearly all of the guards towards him. Gates rushed down an alleyway, making sure all of the guards saw where he was going - he didn't want to lose them. If he did they'd be looking where for him where they wanted to, not where he did. He tucked himself behind a few crates in the alley and waited for most of the group to pass. He slung his staff underneath one of the guards in the back of the pack, thrusting upwards. He drew the attention of the rest as Gates ran back the way he came, firing a magical bolt at the only other guard still that far back.

He rushed by, cursing himself for messing up like that. He had brought the entire guard essentially to the doorstep of Carousal Boutique. Energy bolts propelled passed Gates, many hitting him and singing him. He rounded a corner and took a second to recover. He couldn't mess up like that again. The silver pony stepped around the corner one more time to make sure they knew his direction and galloped back towards the center of Ponyville.

= = = = = = = = = = = = = = = =

Rarity and Pinkie peeked out from behind the bush across the road from the boutique. The guards rushed back the way they had come, firing a multitude of shots straight back.

"What do you think that was all about?" Pinkie Pie finally chirped up.

Rarity looked back at the road as she stepped out from behind the bush. "I'm not sure, but we should be thankful they're gone," Rarity responded quietly, still wary about the horde of guards that had appeared out of nowhere and just as suddenly disappeared. "That was close...too close," she finished.

Pinkie's eyes widened a bit. "Do you think those ponies are chasing after Goldie?" the pink pony asked as if she already knew the answer. Rarity knew Pinkie always had a good sixth sense, it was almost unnatural. No, it was entirely unnatural.

The unicorn just nodded and walked into the boutique. "Alright Pinkie, watch out he window and let me know if you see anything unusual," Rarity said quickly, adding, "I should only be a minute."

"Okey dokey lokey!" Pinkie said cheerfully as Rarity walked into the back room of the boutique and Pinkie Pie sat up by the front window, staring intently at the stillness outside.

"Oh it's just horrendous back here, those ponies really have no respect whatsoever for beauty..." Rarity began to ramble as Pinkie remained with her eyes fixed on the window. Her eyes almost seemed to be popping out of her head from the intensity of her gazing. Pinkie noticed a rustling in the bush where herself and Rarity had hidden only a few minutes before. She called out to Rarity, but no answer came, just mutters about organization.

Pinkie was intent on finding out what was following them. She slipped quietly out he back door of the boutique, keeping her body close to the ground. The rustling in the bushes moved down the line of shrubs, closer to the door of the boutique. Pinkie pulled her body off of the ground, going up on her tip-hooves, walking silently behind the mass that was passing through the bushes. The rustling stopped as Pinkie got closer, the pink pony was now directly in front of the bush. She stood on her hind legs and leaned across the bush.

Pinkie peered through the foliage and found a pony crouched in the bush. "Gotcha!" she yelled as she sprung onto the still mostly concealed pony.

Pinkie wrestled with the pony before she was pushed out from the shrubs. She hopped up on two legs yet again, striking a karate stance.

"Geez, Pinkie," Applejack said, coming out of the bush. "So y'all are goin' round 'tackling random ponies now?" The orange pony set her hat back on her head, straightening it back to the position it was in before Pinkie had tackled her.

"Oh, I'm so sorry AJ..." Pinkie Pie said, sounding apologetically after attacking her friend. "I thought you were one of those bad ponies we saw earlier."

Applejack let out a sigh as the two entered Carousal Boutique, "Ahh, don't ya worry bout it sugarcube," Applejack soothed, closing the door behind her. They talked for a few minutes before Rarity walked out of the back room of the shop, wearing a gold necklace with a blue opal diamond on the crest. The element of generosity.

"There," Rarity stated. "I am so sorry it took me so long to find it in that mess. Those guards have essentially torn the shop apart," she said in disgust, looking around her messy store.

"Well y'all will have plenty of time to fix the place up after we get rid of these ponies," Applejack added. "Two down, one to go..."

= = = = = = = = = = = = = = = =

Golden Gates rushed through the town, firing as often as he could back into the mob of ponies behind him. Five guards jumped out from an upcoming alley. Gates raised his staff above his head, spinning it once to gain momentum and then hit one of the guards in the jaw.The impact rasied him off the ground, sending him against one of his companions. The pony next to Gates tried to take aim as he was jabbed in the stomach by Gates' staff. The guards staff fired, hitting Gates' flank. He bolted ahead, trying to recover from the numerous hits he was taking.

Gates grabbed cover behind a crate as he turned to fire another bolt back at the ponies charging towards him. Everyone stopped in their tracks at the sound of a massive explosion coming from the center of town.

"What the flank was that," Gates yelled, his ears ringing. "Wait, that sounded like it came from... no," Gates turned and fired a bolt into the crowd and ran as fast as he could to the library.

= = = = = = = = = = = = = = = = = =

Fluttershy and Rainbow Dash weaved through the clouds outside Rainbow's home high above the outskirts Ponyville. The two pegasi landing in the center of the cloud house.

"Alright Fluttershy," Rainbow Dash started. "Wait here, this will only take a minute." She flapped her wings and quickly landed by the rainbow pool in her home. Dash stepped into the shallow pool, walking slowly into the center. She reached her hoof down through the pool, and unhooked a small chain. A small box floated up to the surface. Rainbow brought it to the edge, shaking off the colored liquid. She opened the box, staring at the necklace. She hadn't laid eyes on it since they defeated Nightmare Moon. Rainbow strapped the necklace on, the jewels depicting her cutie mark in the center. She smiled slightly thinking about the events that had happened that night - her life hadn't been the same since.

Rainbow's reminiscing was cut short by the sound of an explosion coming from far below. She streaked back to Fluttershy who was lying flat on her back, her wings tucked close and her legs sticking straight up.

"What happened? Are you okay?" Rainbow Dash asked quickly.

"I... I think so..." Fluttershy said, still shaken from the blast. Fluttershy got back on her hooves and flew outside with Rainbow Dash. The two looked down at the flashes and smoke coming from the center of Ponyville, right outside the library.

"Well Fluttershy," Rainbow Dash said, "it looks like they're ready for our help down there. Let's go!"

= = = = = = = = = = = = = = = = =

Pinkie Pie, Rarity, and Applejack slipped behind the mass of guards that were charging through the town. The three ponies sneaked inside the nearby Sugarcube Corner and ran upstairs. Pinkie ran into the back of her living space above the bakery. She came to a large chest, flipped open the top, and dove in, throwing several party supplies out; streamers, candy, balloons...

Rarity and Applejack peered out of the top window of the building - they could just barely see the top of the library over the buildings. Looking down at the road, Applejack noticed nearly all of the blue-armored guards taking cover, firing magical bolts and charging preparing for an assault.

"Eh, Pinkie, y'all might wanna hurry up," Applejack shouted across the room. " Y'all sure it ain’t somewhere else?"

"Nopey dopey," the pink pony called back, finally popping out of the box with a small case. She popped the small box open and put on the necklace. "There," she said happily. "Now let's-"

She was cut off by a large blast just over the line of houses. The front windows of the bakery shattered and all three ponies hit the ground, unconscious.

= = = = = = = = = = = = = =

Twilight searched the library frantically. Where was it? She had been looking for over fifteen minutes, and she couldn't find her tiara anywhere. She had torn the place apart. Twilight ran back downstairs and scanned the floor for the tiny box she had hid in the hollowed out book months ago. She hastily searched the room again, hoping that she had just overlooked it earlier. Suddenly, the door opened.

She froze. The purple unicorn slowly turned to the door, seeing Sterling Moon standing just outside, holding the element in her hooves.

"Looking for this?" Sterling asked, holding the element closer to Twilight. "I must thank you leaving it completely unattended." Sterling smirked as she walked further outside.

Twilight galloped outside behind Sterling. The light-blue pony turned around, chuckled to herself and began with an incantation. A portal, just like the ones that the ponies had saw earlier, began to take form near Twilight.

"NO!" Twilight yelled, her horn glowing brilliantly. A small ball of dark magic appeared next to her. Twilight's horn glowed even brighter and a flash came out of the portal. It imploded, sending both Twilight and Sterling flying through the air. The tiara landed on the ground between the two.

Both ponies got up slowly, squaring off with one another. Sterling grunted and pawed at the ground. She galloped ahead, charging at Twilight.

= = = = = = = = = = = = = = = = = =

Gates came to the center of town, just outside the library.

He watched as Twilight teleported past a charging Strerling. The purple unicorn grabbed the element in her hooves, but it was knocked away by Sterling. Gates ran forward to help, but the half-dozen guards that had been able to pursue him hit him from behind. He raised his staff, firing at the first guard, sending him to the ground. He swung his staff with renewed vigor, dealing with the rest quickly.

Gates turned his attentions back to Twilight. Sterling bucked her and sent her skidding across the ground. Sterling Moon galloped towards the element. He swept her legs out from under her. The pony recovered quickly, batting back at Gates with her hooves.

Twilight grabbed the element with her magic. Four guards rushed up to her, knocking the element out of the air. Out of nowhere Rainbow Dash sped through, attacking the guards, sending them off balance. The necklace hurled through the air. Fluttershy swooped it and caught it. A pegasus guard charged towards the pony, making her panic and drop the element. Just before the guard reached Fluttershy, two apples rocketed into his chest. The guard dropped to the ground, his staff breaking off of its brace. It rolled towards Sterling. She spotted it and nimbly grabbed it, placing it on a brace of her own.

Sterling swung her new staff at Gates wildly. He countered with ease, hitting her for four consecutive times before she jabbed at his stomach, sending him back. Gates swung, Sterling blocked his move but he twisted his staff around rapidly, breaking Sterling's off of its brace. Sterling took a few steps back and began to cast another portal. Almost instantly dark chains came out striking at everyone. Gates knocked a few back with his staff before jumping back away from charging Sterling.

Applejack caught the element on her back and bucked it back into the air. Rainbow Dash barely managed to keep it in her hooves. She weaved through the chains that were flying through the air. The cyan pony had to dive sharply to avoid being hit by one that had come from her flank. She hit the ground rolling and dropping the tiara. A guard barely gathered it in his hooves before twilight leaped over him, grabbing it with her magic. He fired a magical bolt at the element itself, sending it bouncing across the ground. Everyone but Golden Gates and Sterling rushed for it.

Gates swung quickly at Sterling, hitting her hard. She rarely got in any hits with her hooves, but she was resilient. Sterling lowered her shoulder into Gates' side, knocking him off balance momentarily. He recovered and hit her quickly, in the stomach, flank, and shoulder. Golden Gates spun his staff trying to gain momentum, taking a powerful swing at Sterling. She jumped back, dodging the attack. She knocked Gates' staff into his shoulder. Sterling rose back on her back legs and drove her right hoof into the back of Gates' head, knocking him to the ground. He could barely move and she turned her attention to the others, confident smirk on her face "No..." Sterling let escape from her lips.

Twilight and her friends stood about twenty feet away from Sterling, all wearing their elements. Twilight's horn began to glow brighter than ever, the crests on the other ponies' necklaces began lighting up as well, lifting them up in the air.

A sharp bright light shun and enveloped all six of the ponies. A bright rainbow shot out of the light and wrapped around Sterling.

She let out a scream. As flashes came out from the area surrounding the pony. Gates stumbled back to his hooves and looked on wearily. The light and smoke had cleared. The six ponies wearing the elements just stared as Gates eyes widened.

Sterling was gone.

The seven ponies stared at the spot where Sterling had stood. The portal she had opened flashed like a strobe light and faded; the chains, seemingly dying, lay limp on the ground. The portal barely held itself open.

"Where'd she go?" Gates asked, finally breaking the silence that seemed like it lingered forever.

Twilight swallowed, "I-I don't know, from what I've talked about with the princess, it should only destroy the evil in somepony, or at the very least harness the energy," Twilight explained.

"Well, could it have sent her somewhere else?" Gates asked quickly. He watched as the few the guards that hadn't already fled go into what was left of the portal. "Why would they…" Gates pondered what was inside these portals; his thought were interrupted, however.

"Does it matter?" Rainbowdash piped in, "As long as she's gone, we won." Rainbow and the other ponies gathered around Twilight. The portal behind them flashed lightly.

"Well I didn't send her anywhere…" Twilight looked at the ground, puzzled, trying to piece together what had happened.

"Did she jump into that glowing thingy?" Pinkie Pie asked, taking a few steps closer to scrutinize it more thoroughly. A few more guards scrambled in. "Where are they going?" Pinkie asked, curious about the portals they had been dealing with over the past few days.

"I don't think she could have, I would have seen her from how close I was," Gates responded. "And yes, Rainbow, it does matter where she is; we'll have to deal with her again if we can't find her."

"Well, if she did get into that portal," Rarity noted, brushing dust and mud off of her coat, "I have a feeling she'll be exactly where she wants to be." She watched as the last few guards scampered into the portal, oddly ignoring the seven ponies that they been fighting.

Fluttershy winced each time a new wave of guards came through. She hated fighting like this; she just wanted to go home. But she couldn't, she knew she couldn't. She had to stand by her friends. Fluttershy looked at her friends, they seemed so... unwavered by what was going on. Why wasn't she brave like them? Why couldn't she swallow her fears and be strong?

"Are there any other possibilities Twilight?" Gates asked, interrupting Fluttershy's thoughts.

"Well..." Twilight began, "Princess Celestia told me about a 'spirit bond', an ancient spell where ponies connect on a spiritual level. They link themselves to one another and they can share their power at will." Twilight closed her eyes, trying to remember the conversation with her mentor.

"Could that explain how she disappeared like that though?" Rarity questioned, finally finished with cleaning her coat.

"I'm not sure, the princess told me it was a very complicated spell," Twilight explained. "She said something about joining with the other ponies... I don't know, it's a spell that hasn't been used in hundreds of years; I don't think that it can even been done anymore, the shear amount of power alone they would need... "

"Ah reckon that'd make the most sense though," Applejack added as Twilight continued to attempt to piece things together "Ah mean, how else can somepony just vanish into thin air all willy-nilly like that?" Applejack looked at Gates, hoping he could figure this out - if anypony could it was him.

"Well there's no doubt that they have enough power to pull it off," Gates said. "The fact alone that there are non-unicorns casting spells is proof enough for that."

"So, if you're right, I suppose when we used the Elements on Sterling..." Rarity paused, trying to piece what had happened together.

"Her energy went to whoever cast the spell!" Twilight interrupted.

"So that means whoever's helping that big meanie head we just fought is gonna be even more, big and scary and mean?" Pinkie Pie hopped in, standing on her back legs, holding her forelegs up in the air.

Fluttershy began shaking slightly at the thought. The very idea of a stronger and meaner enemy terrified her. Her trembling slowed as she felt a strong hoof rest on her shoulder. Gates stood next to her, letting a firm but reassuring hoof rest on Fluttershy. How was it that he was so strong? So able to deal with everything that had happened. She figured he couldn't be older than any of them - even younger, most likely. But there was something...his eyes, cold and dark. They gave Fluttershy the chills looking into them; while the rest of him was so young his eyes were so full of experience, full of memories.

She felt Gates' hoof come off of her shoulder suddenly. Brilliant flashing came from the portal behind them. The chains that lay on the ground tightened and tore into the portal, disappearing.

Gates looked at the ground around his new friends... friends. It was an odd word to use for Gates, rarely getting close to anypony, though he would go across the world for anypony he cared about, and he was doing just that for these ponies. The idea of friendship brought hope back into Gates' heart. It seemed that every time he had let somepony into his life, they were taken away...

The gray pony purged the thoughts from his mind. He had to remain focused. He watched as the chains rushed into the portal.

"What's going on?" Fluttershy asked quivering from behind Gates.

"It looks like-" Gates froze. "PINKIE!" He yelled in horror.

Pinkie Pie had been standing on top of a coiled chain, it had tightened and pulled the pink pony into the portal. Everyone rushed to try and help Pinkie, but it was no use.

She was hog-tied and dragged swiftly across the ground. "Weeeee!" Pinkie squealed as she was pulled in. The gateway flashed blindingly and closed behind her.

Pain? No. Pain wasn't the right word. It was hard to place her hoof on just what it was, or even what had happened. The last thing Pinkie remembered was being pulled quickly by her hooves across the ground, which was actually quite fun. Then she passed out - it was odd, like she was... falling... but she wasn't. She had remained perfectly still for what seemed like an eternity, but it felt like she was falling and couldn't catch herself. Even though that had been fun as well, it now made Pinkie sick to her stomach. The pony struggled to piece together what was happening, fighting to stay conscious. She thought of everything she could. Was she dead? Pinkie didn't think that she could still be thinking and feeling like this if she was. She racked her brain for any idea that could help her.

There was a sudden flash, he muscles tightened. She was right, what she felt earlier wasn't pain - this was. Pinkie's vision blurred. Her senses heightened as she fell faster. She let out a small scream as everything went black.

= = = = = = = = = = = = = = = = = = = =

Gates dropped to the ground. He stared up at the spot where the portal had disappeared from. He looked back at his friends - they just stood and stared. Tears filled Fluttershy's eyes as she leaned against Rainbow Dash. Gates tried to reach for something to say, but words couldn't express what had happened. They had lost. Gates has lost. Not only did he allow an element to be taken, he had let down another one of his friends, it was a feeling that was becoming all too familiar to the silver pony.

“P-pinkie Pie?” Twilight finally spoke up after what seemed like an eternity of silence. ”Is she-she...” Twilight barely managed get the words out. She knew what herself and everypony else was thinking, but she couldn't bring herself to even say it.

“Is she... gone?” Rainbow forced the words out. Gates wished he could assure them that somehow Pinkie would be okay, but the evidence wasn't exactly on their side.

“I don't know,” Gates answered. ”We just have to hope for the best.” It was barely reassurance, but it was all they had now, hope. He still couldn't help but feel responsible for the loss of their friend. It was his job to protect them, protect the elements. He let them down, and he knew it.

“So, what shall we do now?” Rarity stepped forward. ”We simply can't just give up, we must at least find out what happened to Pinkie.”

“And Spike...” Twilight interrupted, still shaken by the loss of her life-long friend.

“Granny Smith... Big Macintosh...” Applejack muttered. Gates looked at the five ponies. They had already lost so much. He couldn't possibly ask them to risk more, to risk each other. Without the elements there wasn't much they could do anyway, it would be too risky for them to keep fighting like this.

“I'm sorry...” Gates began, barely able to speak, ”I let you down, I couldn't protect you. Without the elements all together now, it's just not worth the risk. I can't have you risk your-”

Applejack stopped him, practically shoving her hoof down his throat. “Oh no ya don't,” she began. ”We ain't goin' nowhere, especially now. We're gonna find out what these ponies did with Pinkie Pie and the rest of our friends.”

“Elements or no elements,” Rainbow Dash added, ”we're in this together to the end.”

Gates hung his head “To the end” was probably exactly where it would bring them. Without the Elements of Harmony, this was a suicide mission. Hell, maybe that was what Gates needed.

“I can't ask you to risk yourselves again,” Gates was pleading with them at this point. ”I can't protect you, I think we've already proven that much.”.

“Gates...” Twilight said as he began to turn and leave.

“No...” Fluttershy said in a near whisper. ”No!” She flew in front of Gates, blocking his path. “You...you can't go... we need you. You can't go...please,” Fluttershy barely managed to speak as more tears filled her eyes.

“Fluttershy, I can't...” Gates looked at his new-found friends, staring right back at him. He shook his head. How could he have left them behind? They needed him, and there was a chance he needed them even more. “Okay... we stay together - to the end of that's what it takes - but we have to-”

Gates froze.

A small shape moved quickly in the corner of his as he instinctively charged his staff. The grey pony turned and charged his staff. The six ponies turned and saw Hazel standing up on a nearby roof. Gates recognized him immediately - Gyro's precious lapdog came through Canterlot frequently to discuss things with the princess on Gyro's behalf. Hazel grinned slightly as he jumped down, away from the six friends and sped off.

“Rainbow!” Gates yelled, ”don't let him get away!” Gates fired a bolt that missed just left of the fleeing pegasus. “Twilight - you, Rarity and Fluttershy take the elements back to the library. Applejack, come with me!” The ponies split up as they chased after Hazel.

This was the only chance they had at uncovering the rest of this. Anything that could have helped them in Ponyville was gone, pulled into the portal. Gates knew this was their last shot.

He and Applejack rounded the corner, hot on Hazel's tail. Rainbow was able to speed ahead of Hazel with relative ease, and was able to force him lower to the ground. Hazel countered quickly knocking Rainbow into a nearby wall. Gates caught up enough to fire a bolt at the tan pegasus, Hazel. It connected in the center of the center of his back. Hazel crashed to the ground but got back on his hooves quickly. He galloped to a nearby alley, nearing the edge of the town. He turned into the alley and kicked a stack of crates into the path.

Gates and Applejack clambered onto the crates, Applejack stumbled and fell back, however Gates cleared them and came to a dead end in the alley. He turned as Hazel drove his front hoof into his jaw. The blow barely phased Gates as he countered, hitting Hazel in the side. Hazel hopped up and bucked Gates in the side as he flew out of the alley. The blow threw Gates off balance forcing him to tuck and roll before climbing back over the boxes. He fired a shot at Hazel, now far off in the sky. It was useless, Hazel was gone.

“Buck me...” Gates muttered.

“Well, Ah reckon we get back to the library, not much we can do now,” Applejack offered as her and Rainbow Dash began to walk back towards the library.

Applejack and Rainbow actually managed to strike a conversation - the commotion had clearly helped take their mind off of what happened to Pinkie Pie; all the while Gates plodded behind, glowering. He had failed, there wasn't a single lead they could follow. There was no telling where Hazel had gone. He had let Pinkie Pie be captured. One more name to his lost of ponies he had let down, it was getting larger and larger these days.

= = = = = = = = = = = = = = = = = = = = = = = = =

Many Years Ago...

“Did you hear that?” Lucy asked with a sudden fear in her voice.

“I'm sure it's nothing,” Rampart assured,” we've been out here a long time, I'm sure it's just getting to you.”

Rampart was right, Gates thought - they had been out there for a long time, a fact that was starting to get to Gates himself, although he would never admit it. But, Rampart was right, he had to be.

“Don't be such a scaredy-pony Lucy,” Gates said, adding, ”If Trixie can spend a whole night alone in the forest, there can't be that much to be scared of.”

Just the day before the blue unicorn had boasted of how she had spent an entire night in the Everfree Forest alone. He didn't even hesitate when Trixie had challenged them to go in. Lucy, however, had questioned the story to no end. How Rampart ever convinced her to come along, Gates had no idea. He was glad they came though, he had never left Colt Lake City, and was more scared than he would ever admit. But hay, if he was going to go with anypony, it would be Rampart and Lucy.

“Seriously, guys, listen,” Lucy pleaded, ”there's something out here - we need to go back.” Lucy was jumpier than Gates had ever seen her, she was always so cool and collected. That alone was throwing Gates off, on top of the fact that they were in a place not even technically part of Equestria anymore thanks to its dangers.

“Lucy, I promise,” Rampart soothed,” nothing will happen, we'll be fine.” Gates trusted Rampart more than anypony in the world. He was always knew what was best. Gates didn't know where he'd be without him. The three walked into forest, Gates saw Lucy freeze as he kept going for a few steps. He stopped cold when he heard Rampart's voice, “GATES!”

= = = = = = = = = = = = = = = = = = = =

Present day...

The sound rang through Gates mind as they walked into the library. Rampart's voice stayed with him to this day. He looked up at his friends, one thin. Gates swore a thousand times that it wouldn't, but it was happening again.

= = = = = = = = = = = = = = = = = = = =

Walking through the fortress, Dauphin thought just how easy it was to accommodate all of the new prisoners. It had been too easy to convert the ancient castle of the royal pony sisters into the stronghold it now was, holding all of the prisoners captured during the turn of power. It was a temporary fix - sooner or later, the civilians who were captured would be released, and the castle would serve solely as a prison for guards and rebels still loyal to the royal pony sisters.

Dauphin wasn't completely happy with the way it had all happened though.

He has betrayed his friends, led them knowingly to defeat. He could only pray that they could forgive him when it was all over. They had to see that this was what was best for Equestria - Celestia and Luna were more powerful than anypony. But they wasted it. The fact that it had been so easy to take over proves that. He just hoped his friends would see it the same way.

Dauphin’s thoughts were interrupted by one of his lieutenants trotting up to him: “Sir, we have something. You'll want to see this.” The large white unicorn followed the guard to the center of the base, nearly in full gallop.

The two came to a massive archway standing in the center of the large room, magical energy glowing in a massive orb above it. Spark had designed the device himself - it was the sole thing that channeled all of the magical energy through everyone in the Triumvirate, it was what powered the portals. It was the single most impressive thing that Dauphin has ever seen. The power behind it was unfathomable; he didn't even want to know where Spark had found a source of such energy, he was just glad it was on his side.

“So what are we looking at soldier?” Dauphin asked impatiently. The guard pointed a hoof at a pink earth pony stumbling to her hooves, surrounded by guards. “I don't see why I should be so-”

Dauphin's eyes widened as his eyes fell upon the necklace wrapped around Pinkie Pie's neck. He recognized it immediately - the element of laughter. Dauphin trotted up to the pony, and yanked the necklace off.

Dauphin grinned. “So, this is it. This is what we've been looking for,” he turned and handed the element to his lieutenant. “Take this to my quarters and place four guards outside the door - I have to have a word with someone.”

“Yes sir,” the officer said sharply. ”Umm, what do you want us to with the pony?”

“Lock her up,” Dauphin ordered, ”she's useless to us now.” Dauphin trotted through the base. This was it - they won.

Hazel rushed up out of nowhere, panting wildly.

“Ah Hazel, I don't think I'll be needing your report, I’m well aware of Sterling’s successful mission in Ponyville,” Dauphin said, content. ”She got exactly what she was looking for, I really underestimated her.”

“Success?” Hazel asked. ”Sir, she was defeated by the elements of harmony, I saw the whole thing with my own eyes...”

“So Sterling is gone...” Dauphin paused for a moment. ”That’s unfortunate, she will be missed.” That wasn't completely honest - while both Gyro and Spark held Sterling in very high esteem, he had always thought of her as dead weight. But, it wasn't Dauphin's job to decide who was fit to lead Equestria, only to lead the army until power shifted over to the Triumvirate completely. Dauphin turned his thoughts back to the task at hand, “Well, she obviously went down swinging, considering she recovered one of the Elements of Harmony.”

“She did?!” Hazel exclaimed,” I had no idea! What does this mean for us?”

“It means we're one big step closer to ending this thing,” Dauphin remarked,” Now, give Gyro and Spark your report and mine, I have something to attend to.”

= = = = = = = = = = = = = = = = = = = =

The pony leaned up against the bars of the cell door. She sighed as she thought about her friends, still out there. Were they okay? Did they all suffer the same fate she had? It was a painful question, especially when there was nothing she could do. Even if they were okay, even if they were still alive, she was locked up. Any traces of hope began to flee from her mind.

She heard shouting down the corridor. It had become white noise by now - nobody wanted to be locked up like this. She didn't even move as she listened, needing something to do help pass the time.

“You can't do this!” A pony from behind her yelled. She grunted - it was odd how they all thought their captors couldn't get away with this. They could, and they would continue to. She sat listening, apathetically, as the cell door behind her opened, then slammed shut again.

“You just WAIT!” the pony yelled sharply from behind. Wait for what? Wait for the cavalry to come rushing in? The already had the cavalry locked away.

“Gates is gonna come and get me! You'll be sorry!” the pony yelled.

Firefly shot up, “Did she just say...” she whispered to herself, ”Gates?” Firefly spun around to see Pinkie Pie standing on her back legs, poking her muzzle out from behind the bars.

Dauphin moved through the corridors of the fortress. It really was more of a prison at this point. The only military personnel there was the abundance of guards. Dauphin hated having to do this to so many innocent civilians who had only been defending their homes. They could have kept the assault in Canterlot, leave everyone else out of the fight. But that wasn't the plan; you have to go with the plan.

Dauphin figured it was a reasonable measure, considering the implications of what they were doing. It was the right thing for Equestria to have leaders who actually used their power to its full potential. He didn't care about that though. The power, the wealth - even the well-being of Equestria. He just wanted a way out of all this. The fighting, the betrayal, the contempt. He hated it. He hated that there was no way he could just go back to living a normal life.

That was all he wished for - a way out.

But those are wishes. Wishes don't come true; that's why they're wishes, they're just a hopeful dream. If he wanted a way out, he had to go and find it, not just sit and wish it would come to him.

So this was it: his way out. Whether he liked it or not, this was the path he took, and he would stick to it to the grave if that's what it took. He wasn't sure it would lead that far or not. It didn't matter, it was a way out all the same.

Dauphin strode into the corridor of the lowest floor in the base. He gave a quick order to the guards to leave as he walked to a dark, quiet cell on the far end of the hall. He pushed the key in with his mouth and swung the gate open.

In the cell sat Leo, scarred and worn. He didn't even look up when Dauphin entered. Dauphin sat on a wooden stool in the corner, while Leo remained propped up in the corner. Leo used to be Dauphin's oldest friend. He hated seeing him like this - his barely healing wounds, the beaten look on his face, the scorn in his eyes.

“Leo, listen,” Dauphin began, ”I need you to know I'm sorry things had to happen like this. I didn't want to hurt you and the others, but it had to be done.” Dauphin looked at Leo, waiting for a response, Leo shifted only slightly keeping the same, cold expression. Dauphin looked at the collar that had been placed around his neck, blocking his magic, enchanted by Eastern Spark himself.

When Leo offered no response, Dauphin continued, ”I know I can't undo what I've done... but I hope that in the end you'll be able to forgive me for my mistakes.” Leo’s expression finally changed as he looked up at him, and burning in his eyes. Dauphin went on,” and maybe when this is all over, you can join me again, it can be like old times, peaceful.”

Leo only whispered,” No... I can't forgive you; you've forsaken everything you once stood for,”Leo's voice began to rise,” and everything that I still do. I'm actually shocked that you would believe I could do that, none the less join you.”

“Leo, please...” Dauphin whispered.

“No,” Leo said firmly. ”You've damned yourself to your fate, don't try to drag me or anypony else along with you. You're on your own D, and it was your choice - not mine, or anypony’s else.”

Leo's words hit Dauphin hard. It left like something had been taken away from him, something he knew he could never get back. But he knew Leo was right - he was on his own, that was his choice, and this was the path he was going to follow, no matter where it lead.

Leo looked directly back down as Dauphin got back on his hooves and left the cell, closing the gated door. “Goodbye, old friend,” Dauphin whispered as he left, leaving Leo behind, his old life with him.

= = = = = = = = = = = = = = = =

As they entered the torn-apart library, Gates leaned against a bookshelf, exhausted. His eyelids drifted down as he slowly dozed off. Suddenly, Gates shook himself awake - he didn't like what he saw in his dreams at all. Gates stumbled over to the other five ponies, who were halfheartedly cleaning up the mess.

“So, what do you suppose we should do now?” Rairty asked, breaking the silence that had fallen over the room.

“Ah don't know,” Applejack answered. ”Ah don't reckon there's much we can do, 'specially since we don't have any idea where to start looking.”

“Well,” Rainbow added,” Gates, what do you say we should do? You seem to be the expert on all of this.”

Rainbow's words were truer than she knew. Sadly, Gates was the expert on all of this - this kind of thing was becoming all too familiar. “I don't know either,” he said weakly. ”We have no leads on where to go next. We don't have all the elements, so even if we did know where to go, we wouldn't be able to fight when we got there. I can't do what I just did again any time soon.” Gates stumbled back towards the door of the library. “But, we can't just stay here sitting on our hooves.”

“Umm, Goldie?” Fluttershy remarked, ”Don't you think you could use some rest? You don't look too good.” She was right, Gates had never felt worse. He was sore, tired, and he was feeling completely helpless. But he couldn't just rest, he had to keep fighting, he had to win.

“I can't rest,” Gates replied,” Not until we win this...” He wanted to say more, but the was no need; he could tell what his friends were going to say already. He wasn't going to win this argument.

“Nonsense,” Rarity refuted, ”everypony needs their rest, especially after what you've been through.”

“If it makes you feel any better,” Twilight added,” we can find something useful to do while you rest. We could go through the town and see if everypony else is okay.”

It wasn't an awful idea. Gates' job was to make sure Equestria was safe, and there wasn't much point in beating these ponies if there wasn't anypony left in Equestria when the smoke cleared.

“Fine...” Gates said grudgingly. ”Search the town - just don't go too far out; I don't wanna get separated again. And don't let me sleep for more than an hour or two.”

“Don't y'all worry Goldie,” Applejack assured,” you just take a quick nap and we'll be back here lickety-split.” Her words were of no solace to Gates, something had to go wrong. It wouldn't set with him right if nothing did, that would mean they already lost. He couldn't let it bother him though, it was out of his hooves. He watched as his five friends walked out the door; it didn't look right without Pinkie Pie. It was odd, he had only known them a short time, but he felt like he had been with them forever. He slid to the floor and drifted off; he wouldn't let his friends down, not this time.

Twilight and the others stepped outside, looking at the devastating scenery around them. The ground was scorched and torn up, broken windows and holes covered the sides of once beautiful buildings. Building Ponyville back up would definitely be an uphill battle.

“So were do y'all reckon we start?” Applejack asked as they walked side by side away from the library. Much to their surprise, there were actually several ponies who had adventured out of their homes and were doing just what they were.

“I'm not sure,” Twilight said, baffled. ”It seems like a lot of ponies are just fine, almost like those soldiers weren't even interested in them.” It seemed like only a handful of ponies were missing. It was uncanny - only a few hours ago Ponyville was a ghost-town, now it was filled with ponies, however not nearly as many as usual.

“Perhaps those ponies were only here for the elements?” Rarity remarked.

“That definitely seems like a possibility,” Twilight added,” Come on, let's go see if everypony is okay.” The five ponies spread out across the square in the center of town, talking to everyone, gathering stories about what had happened to them. After an hour or so the five friends met back outside the Sugarcube Corner.

“Well,” Twilight began,” it sounds like those portals only sucked up guards and ponies who were fighting back.”

“Like Spike...” Rarity commented.

“And Pinkie Pie,” Rainbow added.

“Well girls, it looks like we've got out hooves full on this one,” Twilight said,” it seems like almost everypony in town is okay, maybe we should get a little rest, too?”

“I thought you'd never say that Twilight,” Rainbow Dash sighed,” come on, let's get back to the library, I could use a nap.”

“Umm, girls...” Fluttershy spoke up,” I was just wondering if maybe we could go back to my cottage and see if my animals are doing alright?” Though her voice was low and barely audible, her eyes were wide and full of worry and concern.

“Well,” Twilight said slowly, “Gates did say we had up to two hours, it can't have been more than two hours since we left...Sure Fluttershy, if we hurry, I'm sure we can make it in time.”

Rainbow Dash let out a painful sigh, not even trying not to show her disappointment in not being able to nap. Fluttershy hardly noticed. “Oh, thank you Twilight!” she squeaked. ”I promise it won't take long! Thank you! Thank you! Thank you!”

“Alright y'all,” Applejack said,” you heard her, we only got us an hour, let's go!”

= = = = = = = = = = = = = = = = = = = =

“Did you just say 'Gates',” Firefly asked Pinkie from across the hall after the guards left the room.

“Sure did!” Pinkie Pie said in an inexplicably happy voice. ”Goldie helped me before I got caught by that silly holey-thingy. He won't just let me waste away in here, he'll come back for me, I just know it!”

“Yeah,” Firefly began, ”that's Gates alright. Allow me to introduce myself. I'm Firefly, I'm like Gates, and elite guard.”

“Ooooh, cool!” Pinkie Pie exclaimed, interrupting Firefly. ”Did you and Goldie used to go on all kinds of adventures and stuff like that?”

“Actually, yeah, kind of,” Firefly responded,” Gates was in the guard for a few months, we went on plenty of missions. Our job was always simple - protect Equestria, don't let the bad guys win.”

“Heh,” a male voice came from the cell next to Pinkie's, ”good job on that one.” Firefly shot him a look that shut him up immediately. Pinkie thought it was a look that could rival Fluttershy's stare.

“Wow,” Pinkie said, still enthusiastic,” it must have been so awesome to go on all of those adventures like that! It must really be a bummer to have to sit around in that jail cell.”

“Yeah, it really is,” Firefly agreed,” you seem pretty, eh, chipper, it's gotta be hard being locked up like this.”

“You're telling me!” Pinkie said,” The only good thing about this is I can think up a whole bunch of ideas for parties.”

“Parties?” Firefly asked confused as Pinkie Pie nodded,” Never mind, the bottom line is we're locked up in here while our friends are out there putting their lives on the line, and there isn't a thing we can do about it; it sucks.”

“So,” Pinkie Pie asked,” we're just supposed to sit here and wait?”

“No, no we're going to do something,” Firefly said,” I just wished I knew what.”

Luna lay in the dark cell nestled in the top of Canterlot Tower. The magic blocking harness tightly chained around her neck seemed to be suffocating her. It had barely been a year since the Elements of Harmony had destroyed Nightmare Moon and changed her back into her former self. Now here she was, locked up again. She had sat in the dark for what seemed like ages. She couldn't keep track of the days anymore - the sun had lay on the horizon since the first attack on Canterlot. Luna had tried time and time again to set the sun, but she just couldn't reach out to it - not like this.

The alicorn jerked up as the large metal door that remained closed since she was thrown into her prison had opened. Eastern Spark walked in alone, his horn glowed as a small ball of light shot out it, lighting the room. Spark looked down at Luna. He almost felt sorry for her - lying there, just a shadow of her former glory. Broken. Shattered. Useless.. It was pathetic. Someone who used to hold so much power, strike so much fear into the hearts of everyone.

“What is it Spark?” Luna began before Spark was able to speak. “You've already had your victory, what else could you want from me?”

“It's actually quite interesting Luna,” Spark began, avoiding her question, “you and your sister were more powerful than my triumvirate is, or ever will be.” Spark paused for a short time, and looked at Luna, into her anger filled eyes.

“So, why is it that we so easily took over? Why is it that we had almost no trouble taking the kingdom you ruled for thousands of years in a matter of days?”

Spark continued: “You and your sister ruled for so long. I don't think somepony else must have tried this before we did. You were more powerful than anypony, but you failed to use that power. You failed to to make your subjects fear you, and along with them, your enemies.” Luna's eyes narrowed as she waited patiently for Spark's speech to go on.

“You see, Luna” Spark continued, “fear, is such a powerful emotion - the most powerful, in my opinion. Fear fuels everything we do. And you let the power slip right tout of your grasp. You spoiled your people, you gave them a false sense of security. You told them there was nothing to fear, but most importantly, you gave your enemies nothing to fear.”

“What are you trying to say Spark?” Luna asked, frustrated. “That we-”

“You see, Luna,” Spark cut her off, “we won't make the same mistake. The power of fear will fuel the fire of our rule.” He paused for a few seconds, exhaled, and looked down at Luna. “And what better way to strike fear into the hearts of thousands than to destroy the very thing that they all feared for so long.”

Luna shot up as Spark killed the light, and walked out the door. “Your execution is in two weeks,” he said slowly as he slammed the door behind him, leaving Luna wrapped in darkness.

= = = = = = = = = = = = = = = =

“We just need to find a way to talk to him,” Firefly said, “just once.” She paced around her cell, bouncing ideas off the wall and the energetic pink pony across the hall. “Even a letter... just something,” she continued, getting frustrated, there had to be someway they could talk to them.

“Well,” Pinkie Pie interjected, “ don't think we can just talk to them, but a letter sounds possible.” She sat back and put her hoof on her chin, thinking of anything that they could do, anything to help their friends.

Pinkie's eyes widened as she shot back up. ”Ooh!” she chirped, “I know! I know!” The pink pony bounced around her cell, squealing with excitement.

“What?” Firefly asked impatiently, “what is it?”

“Oh, it's perfect!” Pinkie continued, “I can't believe I didn't think of it before!” Pinkie Pie hopped around her cell in excitement.

“PINKIE!” Firefly yelled.

“Oh, right! Sorry, Fiery!” Pinkie said, happily. “We just might be able to send a letter to them. Twilight was talking about how Spike got swallowed up by one of those big dark portals, and that's what happened to me and you, and we're here.”

“So that means that this Spike could be here too,” Firefly commented, piecing Pinkie's idea together, “but why is he important?”

“Well since Spike is a dragon,” Pinkie said, excited about her idea, “so maybe he can send Twilight a letter!”

“It's perfect,” Firefly said,” the only problem is, we don't have ink or paper. And we don't know where this Spike is.”

“Hmm,” Pinkie Pie went back to her thoughts,” we don't have a quill either.”

Firefly looked at her chained wings,” I think we've got that one covered, actually.” She signaled for Pinkie to stop talking as two guards passed. How would they be able to get everything they need AND get the letter to this Spike with all these guards crawling around was still a mystery.

“Look,” Firefly whispered once the guards left, “they herd us out of these cells once a day for twenty minutes to give us food and water. I figure I can get my hooves on some ink and paper in that time. I need you to find out where Spike is, then I can write the letter in my cell and we'll send it off the next day.”

“Okey dokey lokey!” Pinkie said happily, “I'll go find Spike!”

Firefly stared at Pinkie, speechless. Somehow, Pinkie had managed to get out of her cell without making a sound, and without anypony noticing. She now stood in the center of the hallway.

“How the flank did you do that?” Firefly finally asked.

“Well you don't need to talk like that silly filly!” Pinkie said slightly surprised at Firefly's foul language. “Do what?”

Firefly gaped at Pinkie,” Do what?” Firefly asked reluctantly,” get out of your cell!”

“Oh, that?” Pinkie said, ”I just did.” Firefly just stared at Pinkie, not satisfied with her answer.

“You just did...” Firefly was cut off by Pinkie patting her on the head through the bars.

“Don't worry,” Pinkie assured, I'll go find Spike lickety-split!” Pinkie pose her back into the air and got on her tip-hooves as she sneaked out of the hall way and past the guards posted outside the doors at each end.

“Well,” Firefly mumbled, still confused, “that was...interesting.”

= = = = = = = = = = = = = = =

Gates sat up with his back against the rock. He looked out at the lake, vast, calm, reflecting upon the thick layer of mist that covered the lake and the area around him. He closed his eyes and let out a deep sigh. He missed this. He missed feeling like he was at home. At peace.

“It was your choice to leave,” Rampart said, walking up to Gates. He sat down next to his friend and looked out at the lake with a distant stare.

“I had to go,” Gates said calmly, “If I stayed here...” He looked at the lake, shining even though the sun didn't break through the fog. He eased his head back, resting it on the stone behind him.

“You could have stayed with us,” Rampart replied evenly. “You let your friends down.” Rampart stood and walked up to the edge of the lake, and looked into it, staring at his reflection.

“I couldn't have stayed with you,” Gates said. “When I left for training, I had to leave everything behind. That's what I needed, I needed-”

“What you needed,” Rampart interrupted coldly. “You were always good at that Gates - taking care of yourself.”

“I tried, okay?” gates pleaded. “I tried to help everypony, but I just couldn't. You're right, I did let them down. Not a day goes by that I'm not haunted by everything that's happened. If I could go back-”

“You can't go back Gates, you should have stayed. Maybe if you had, you could have helped your friends. But you left, and that's when you lost them.” Rampart turned and looked back at the spot Gates was sitting with a look that cut straight through Gates.

“When you left...” Gates said lowly, “I had to go, I just couldn't be around here anymore.” He closed his eyes and sighed, slouching down on the cold stone towering behind him.

“I never left Gates,” Rampart said as began to walk away, “and I never will.”

Gates opened his eyes and whispered, “I know.”

"Gates..." a whisper came, enough to wake the rgay colt enough, but not quite enough fully snap him out of his sleep," Gates!" The yell caused his eyes to shoot open. He found himself in one of the corners of the library, leaning against the wall. Fluttershy and Rainbow Dash were standing right in front of him while Twilight, Rarity, and Applejack were putting books back on the shelf.

"See, Fluttershy?" Rainbow Dash said to the yellow pegasus," I told you he'd wake up if you were more assertive about it. Like I said, you gotta speak up more." Gates could figure that the first voice he heard was Fluttershy's and the second was undoubtedly Rainbow's.

"I didn't want to startle him..." Fluttershy replied softly," he only had a little over two hours of sleep, I wouldn't want him to be cranky." Gates got back to his hooves. His knees were weak and his muscles were sore - he hadn't slept in the most comfortable position. He didn't exactly have a peaceful sleep either, which only strengthened the fact that he really had to focus - he couldn't let other things slow him down.

"Yeah, good point," Rainbow said giggling," if Gates normally hands out flank-kickings like he did earlier when he's well-rested, I'd hate to see him on a bad day."

"Heh, today you just might," Gates remarked as he walked by the two pegasi into the center of the room." You said a little over two hours...how long did I sleep?"

"Oh not long at all dear," Rarity replied," only about two and a half hours, we woke you as soon as we got back."

"Buck..." Gates muttered, upset that he had wasted so much more time than he had wanted to. It had only been a half hour more than they had planned, but he never wanted to sleep in the first place, all sleep did was bring back... unwanted things.

"So," Gates said, picking up one of the many books scattered across the floor and placing it on a nearby shelf, "what did you guys find out?"

"Well," Twilight began," We were pretty surprised to find out that almost everypony was still here. Safe in Ponyville. From what we can tell they only captured ponies who tried to fight back." The six ponies sat down in the middle of the room and the mares told Gates their findings.

"Nothing too special," Twilight finished her story," nothing that can help us figure out what to next."

"What to do next..." Gates mused. "As much as I hate to admit it, I have no idea what our next move should be, either. I know we won't find it just sitting around here, but I have no idea where we can go or what we can do."

"Well we gotta do something," Rainbow barged in. "I can't stand sitting around here waiting, especially when Pinkie and Spike are out there somewhere."

Gates couldn't agree with Rainbow more. They had to get going. "You're right, even if we don't know exactly what to do, the answer sure as hay isn't just gonna magically appear while we wait around here."

His friends collectively agreed and got up to begin heading out the door. Twilight seemed to linger as the others began to leave the library.

"Twilight," Fluttershy asked, noticing her friend's odd behavior, "is everything okay?"

"Yeah... Yeah, I think so," Twilight responded slowly. "I just had a weird feeling, like we were forgetting something - something we really need."

= = = = = = = = = = = = = = = =

Pinkie Pie snuck into the stairwell, keeping on the tips of her hooves to keep silent. Two guards stood talking a few feet away at the top of the stairs. Pinkie kept close to the wall and the shadows as she peered over the railing down the stairwell. There were two guards positioned on each of the floors below her as well.

The guards standing behind her turned to go back into the cell block where she came from. Pinkie started to panic and did the only thing she could think of. She jumped over the railing and dangled from it, out of eyesight. She failed to realize that she would be dropping right in front of the two guards posted below her. She hung just to the left of their sight line as she hopped down, landing on the floor with an audible clop.

"Hey," one guard said to the other, "did you hear that?" The other nodded as they charged their weapons, fully illuminating the area around them, far better than the lanterns on the wall could. But Pinkie already swung from the spot where she hung, landing with her back hooves on the railing heading down to the next floor. The guards swept the small area around them, finding nothing.

Pinkie slid down the rail quickly on her hind legs as the guards on the floor ahead came into sight. She knew she wouldn't be able to avoid them if she went all the way through. The pink pony took aim of the stairs across the stairwell and dove from the railing she had slid down. Pinkie barely manged to land on the stairs without making too much noise. She slipped down the stairs and walked up to the unguarded door at the bottom. She lifted her hoof to open it...

Locked.

Pinkie felt a shudder go through her body. "Oh no, not now..." she said slowly," ear flop...eye-flutter...knee-twitch. That means...uh-oh!" Pinkie sprang straight up in the air as the door she stood in front of slammed open. She found herself suspended in the air above two guards, about to fall right on top of them. She shot her four legs out and propped herself up above the door. The two guards walked by and began to close the door behind them. Pinkie knew she wouldn't be able to hold herself up for long, and the door would most likely remain locked when it closed again. Which left her only one option. She summoned all of her strength to shimmy out the door with out the guards noticing. She dropped to ground just as the door behind her closed.

Pinkie stood up quickly and shaking some dirt out of her coat and mane. Her eyes widened as she looked out on the landscape in front of her. Hundreds of guards shuffled around the open area. She had forgotten about all the guards she had seen when she first arrived. Pinkie ducked behind a crumbling statue as a group of about a dozen guards trotted by, guiding a line of ponies. She looked into the crowd and saw Firefly. It was her cell block's line - she had to hurry if she didn't want to get caught. She hopped into the back of the line and followed along the wall, occupied cells .

Pinkie knew she saw Spike on this floor when she first arrived. She slipped out of the line - a tricky maneuver since she was the only pony not shackled. The guards would have seen her if she didn't gallop just behind another patrol who didn't notice they had a new acquaintance. She stopped behind another crumbling statue. The amount of debris made it relatively easy to move about without being seen - broken pillars, overturned statues, remnants of ceiling. No wonder there were so many guards all around the castle. Pinkie shot a look back at the line she had left - they were checking the lists to make sure everypony was there. Pinkie had to hurry. She checked the cells, one by one, not getting too close as to draw attention. She didn't need to get too close to see all she needed. A small purple dragon looked very different from a pony, obviously, and she figured Spike would be the only one locked up here.

After about two minutes of searching Pinkie found what she was looking for. Spike sat quietly in the back of a cell, arms crossed with a look of pure righteous anger on his face. Pinkie hated seeing her friend locked up and so upset, but she had to get back into that line. She noted exactly where Spike was and began sneaking along the floor as she got closer to the line-up again.

The guard taking role stopped at the spot where Pinkie should have been standing, but Pinkie was still a few feet away.

Firefly noticed and did the only thing she could think of. She fell straight back, pushing back with her hind legs, pulling much of the line back to the ground by the shackles. Pinkie Pie took the opportunity of the confusion to slip back into the line. The guards weren't exactly sure what had happened, but it was enough for them to ignore Pinkie's absence. They yelled at the line of ponies, threatening to take away rations for the next week for their outburst.

They lead the group back upstairs into their cells. Pinkie and Firefly whispered as they were corralled back in. "So you found Spike I take it?" Firefly said under her breath as the guards undid the shackles around their hooves.

“Yuppers!" Pinkie said happily," did you get what you need?" She said lowering her voice to a near whisper.

"Wasn't even a challenge," Firefly said lowly as she went back into her cell," I'll get to work on this thing." She pulled a piece of paper and a small bottle of into out from a knot in her mane.

"So tomorrow we just-" Pinkie started to say before she was cut off by the colt one cell over.

"I know you two are up to something," the colt said angrily," and now we don't get food because of you foals. You're gonna pay for this. I promise."

Pinkie looked at Firefly, she seemed unconcerned. Instead, she focused on the letter. Her nonchalant manner put Pinkie's mind at ease. She knew nothing would keep them from helping their friends. She eased into the corner of her cell and began to drift off to sleep. She would need the rest,they had a big day ahead of them tomorrow.

Pinkie woke up to the sound of her cell door opening. She rolled over to see Firefly and everypony else lined up outside. She got up to her hooves and walked outside. They were shackled and brought down to the main floor of the fortress.

"So did you get the letter written?" Pinkie asked under her breath.

"Yup," Firefly replied," I wrote down everything I've learned since I got here." The line came out of the stair well that Pinkie had been sneaking through the day before onto the main floor. “I just hope it’s enough.”

"There's Spike's cell," Pinkie whispered, looking off at the far west side of the room. She raised her hoof as high as it could in the shackle and pointed it out to Firefly," umm Fiery, I have a question. How are we supposed to get out of these shackles?"

"Don't worry, Pink," Firefly assured," I’ve got it all covered. I just had to call in a few favors."

"Favors?" Pinkie asked," who could possibly owe you favors in here?"

"Just follow my lead," Firefly said, ignoring Pinkie’s question," when things start happening, they're gonna happen fast. Just follow me and keep your head down." The line stopped far short of where it should have. "What the hay..." Firefly grumbled.

"You two!" a guard snapped at Pinkie and Firefly,"Get out of line, NOW!"

"Is this part of your plan?" Pinkie asked quietly as two guards unshackled them.

"Nope," Firefly said looking over at the colt who had given them trouble the day before," but I think it's part of somepony else's plan." Firefly looked over at the other line of prisoners that was leaving as theirs was entering. They were looking for something. Somepony.

"We received an anonymous tip from-" the guard began as Firefly cut him off.

"By anonymous you mean him," she said motioning at the colt from the cell next to Pinkie's.

"Don't you dare interrupt-" he was cut off again.

"Sorry, just trying to clarify," she said with a dry sarcasm in her voice.

"I said don't interrupt me!" the guard was yelling now," we received an-"

"Well I have to buy time somehow," she said calmly.

"What the flank did I just say about interrupting me!" the guard yelled at the top his lungs. He started to raise a hoof to hit Firefly, but froze," wait... buy time for what?"

Just as he finished speaking he was knocked to ground by a charging unicorn. "That," Firefly said as she knocked the guard out," thanks for the help Vinh." They were showered in a small storm of energy bolts coming from the weapons of guards. Vinh ran over and broke the shackles that held the other prisoners down.

Everypony was scrambling around, getting jumped by the guards. Vinh was hit by several energy bolts and fell to the ground unconscious.

"Come on!" Firefly yelled to Pinkie as she started galloping for Spike's cell. The two ponies ran as fast as they could towards Spike's cell. Three guards stepped in their way, weapons charged and aimed. Firefly absorbed all three shots they fired and stumbled to the ground in front of them. She got back to her feet and lowered her shoulder into the guard on the left, knocking him to the ground. She raised her fore-leg and blocked a swing from one guards staff, but was hit by the other. She yanked the staff from the guards hooves and hit the other in the jaw, knocking him out. Firefly jabbed the staff into the others chest. She spun and bucked him off his hooves as she dropped the staff.

She caught up to Pinkie who had been tackled by a guard. Firefly kicked the guard off of Pinkie and helped her up. The two began galloping for Spike's cell yet again.

Pinkie looked at the scene around her. Smoke filled the room, energy bolts zipped passed their heads. Ponies everywhere were fighting, running. They had no idea where to go or what to do. It was pure chaos. They all thought this riot was there chance at getting out. They thought it was their chance to fight and win. Of course it wasn't. There was no way they could possibly win. The only good thing that could come out of this was a chance for their friends to win for them. It was the only hope they still had, the hope that their friends would pull through and save them.

Firefly and Pinkie were about eighty feet away from spike's cell when they found themselves completely surrounded by guards. The two ponies slid to a halt and backed up close to each other.

"Alright," Firefly said lowly," I'll draw them off to the left, I want you to run to the right and over that statue about twenty feet ahead."

"Okey dokey lokey," Pinkie said," but what are you gonna do?"

"Don't worry about it, I have a plan. I'll be fine," Firefly assured as the guards began to draw closer. Firefly lunged to the left and bucked one of the guards in the chest. The surrounding guards rushed to the left while Pinkie bolted to the statue and waited, watching to see what Firefly's plan was.

Firefly was hit by several energy bolts as she barreled into two guards., bringing all three of them to the ground. She was hit by almost half a dozen staffs as she tried to stand back up, causing her to slide a few feet out of the crowd.

She pulled letter from it's concealed spot in her mane and called out to Pinkie. She threw the letter in the air with her mouth and kicked with one of her back legs to the ground in between Pinkie and Spike's cell. "Go!" She yelled as she was jumped by all but four of the guards. The other four raced Pinkie to the letter that was lying on the floor.

Pinkie couldn't remember a time she had run faster than she did for that letter. She was only few steps ahead of the guards, being singed by their weapons, she dove and grabbed the letter in her mouth, rolling to her feet.

The three guards who dove after her were scrambling to get off the ground . The other was still chasing Pinkie closely. Pinkie galloped as fast as she could towards Spike's cell.

Spike noticed Pinkie running towards him and ran up to bars on the cell as the guard fired an energy bolt into her back. Pinkie stumbled as she

crashed into Spike's cell door.

"Pinkie?" Spike asked confused," What are you doing here?"

"I'm sorry, Spike. I don't have time to explain," Pinkie said, out of breath," I need you to send this letter." Pinkie placed the letter in Spike's outstretched claw.

"Send it?" Spike said still confused," What is it?"

'It's a letter, silly!" Pinkie chirped before the guard slammed into her, smashing her into the cell door," Just...send it to Twilight."

"Twilight?" Spike asked as he backed away from the cell door," I don't think I can...I don't even know where she is."

"Just send it... send it anywhere!" Pinkie yelled as three guards pulled her way from the door and began to open Spike's cell.

"Pinkie? Pinkie!," Spike yelled as he backed up to the far wall of his cell," well, here goes nothing..." Spike held the letter up exhaling a plume of magical green fire and watched the letter disappear.

= = = = = = = = = = = = = = = = = =

"That's not even fair," Gates said half-jokingly looking at the letter that lay on the floor.

"Well look at that, Gates," Rainbow joked," you said answers wouldn't magically appear, and sure enough here it is."

"Well," Gates asked Twilight," what does it say?" Twilight had the letter levitated in front of her, reading it.

"It looks like it could be helpful," she began," but I have no idea who this Firefly is. And I have no idea how she got this letter to me."

"Firefly?!" Gates exclaimed as he rushed over to read the letter.

A few minutes passed before Rarity spoke up,"well, what it it? Who is this Firefly?"

"An old friend..." Gates said lowly," and this letter is exactly what we've been waiting for. Everypony, grab what your things, we're leaving." Gates charged his weapons and began to gather a few supplies in a set of saddlebags that the Triumvirate guards left behind.

"You got it, boss!" Applejack said happily, everypony was eager to get out of the library and start helping again.

"Wait, Goldie," Fluttershy asked," where are we going? What are doing?"

"We're going to get back out there, we're gonna try and win this war," Gates said without looking up from his saddlebags. "Firefly is like me, one of the elite guards, only she's locked up somewhere." Everypony stopped what they were doing and listened. "Apparently, these Triumvirate guys are still looking for something. And if they want something, then we have every reason to want it too. If they don't have something they want, we just might have a chance at winning this thing."

"So how are we supposed to find it before they do?" Rainbowdash asked," we don't know what we're looking for or where to start, how are we supposed to find whatever they're looking for first if they know everything that we don't?"

"Even if we don't know what we're looking for," Gates said," we can find it first, or at least keep them from finding it, just as long as we know where we're going."

"So where are we going?" Rarity asked.

"The one place I hoped I would never have to go back to," Gates said as he walked towards the door," Colt Lake City."

It had been four long, uneventful days since they left for Colt Lake City. They had stayed off of the main roads while running through Equestria to be on the safe side of things, which was why it was taking them so long. Under normal circumstances, the hike would have only taken about a day or so, but these weren't normal circumstances. Not even close.

Gates wasn't even sure if it was four days. The sun hung on the horizon in the same position it had since the first attack on Canterlot. Gates knew that meant that both of the royal princesses were in trouble, a fact that Gates had been trying so hard to ignore. He didn't need any more motivation to win, and neither did anypony else.

This was why Gates and Twilight decided to keep one detail of Firefly's letter from everypony else. Princess Luna's scheduled execution may have been too much for them to bear. It was a hard idea for Gates to face himself, he couldn't put that burden on his friends. He truly felt sorry for Twilight. He would have preferred to keep it to himself and not put any more stress on his friend. Not only had she lost Pinkie Pie like everypony else, she lost a lifelong friend in Spike. Now she had to think about the idea of losing another pony she was close with.

"Not everyone is as used to letting their friends down as you are," Gates knew the voice, it was a voice he could never forget, it burned like an iron in the back of his mind.

"Yeah, I know, Rampart," Gates thought out loud," That doesn't make it any easier on me, it's not like I'm not trying."

"What was that dear?" Rarity asked as all five of Gates friends looked back the gray pony who was plodding behind the group.

"Oh, nothing," Gates said dodging the question," just, eh, nothing..." His friend shrugged and looked back ahead as Rainbowdash went on about a new trick was going to practice before the attack.

"Lying too," Rampart scoffed," I'll be sure to nominate you for friend of the century."

"Right," Gates thought, making sure to keep them to himself," I should just tell them I'm talking to my other friend who lives in my head, I'm sure that would work out great."

"It only seems fair that they should know they're hanging around around with a lunatic," Rampart said wryly," and maybe if you didn't leave us behind you could actually talk to me."

"Well, I'm coming back," Gates thought," maybe I'll stop by and see you."

Rampart laughed," You and I both know that won't happen."

"Yeah. I know," Gates replied, annoyed," I wish you understood that I didn't try to abandon you, I didn't want to let you down."

"Whatever helps you sleep at night," Rampart replied disdainfully.

"That's the thing: I don't sleep at night," Gates replied," thanks for that, by the way."

"Just keep on feeling sorry for yourself Gates, you made your choice and you have to live with it."

"You don't think you could leave me alone do you?" Gates asked sarcastically, knowing the answer he'd get," I'm kind of busy right now."

"Try and push me out all you want, Gates," Rampart said," I told you, I'll never leave."

"I know," Gates said out loud as he pushed his thoughts to the back of his mind, he hoped to Celestia that they would stay there.

"You know what?" Rainbowdash asked, snapping Gates out of his reverie.

"Oh," Gates looked around," I know this place, we're almost there." He wasn't lying this time, he knew exactly where they were, there was no way he could possibly forget this place.

"How do you know?" Twilight asked," It's a little out of the way of both Canterlot and Ponyville, did you come on a mission with the guard her once or something?" Twilight's questions made Gates realize how little he had shared with his friends about himself. How little they actually knew him. However, he thought, it might be a good thing that they don't know everything about him. If they knew everything, there probably wasn't a single pony in the world who would stick around Gates.

Gates refocused, he couldn't let his mind roam. "Well, we all have to start somewhere, right? This is where it all started for me. This is where I grew up."

"Really?" Rarity replied," Well, it's got to be nice coming home, even under these circumstances. I'm sure all of your friends will be simply delighted to see you."

"I wouldn't exactly call it home," Gates said," I haven't been back here since... a long time ago." Gates hoped he would never have to come back. He abandoned these ponies, his friends. He had let them down. He had faced enemies of unspeakable power in his life, but none where more terrifying than facing the ponies he once called his friends again. After so many years, he doubted they would even recognize him. At least that's what he hoped.

"Well if you were half as awesome as you are now when you grew up I'm sure they'll be super excited to see you!" Rainbow assured.

"I don't think so," Gates said," I made a lot of mistakes when I was younger."

"We all make mistakes," Fluttershy soothed," I'm sure they can forgive you for anything you could have done."

"Not if you didn't give them the chance to forgive you..." Gates muttered under his breath. He genuinely appreciated his friends words. He had no doubt that they cared for him a great deal, and he felt the same way. There were so many ponies who had met recently that he had let into his life recently. He loved them And now this Triumvirate was taking it all away from him again.

"Nonsense darling," Rarity soothed," if these ponies are truly your friends they will forgive you no matter what."

"If you don't mind my asking," Twilight added," what exactly did you do?"

"It's... kind of a long story," Gates replied," it's not really the easiest thing to talk about." Gates didn't want to lose his friends, and he knew there was no chance that they would stay by his side if he told them what had happened so many years ago.

"Don't ya worry 'bout it," Applejack said," maybe another time. We all know y'all are stressed out enough as it is. We'd hate for ya to go crazy on us." The six friends let out a collective laugh. Even Gates found it funny, but for two reasons.

The six ponies walked for about ten minutes before coming to the top of a hill that looked down on a town only a little bigger than Ponyville.

"Welcome home," Twilight said as they walked down the hill. Everypony followed Gates through the outskirts of the town. Gates felt hundreds of memories rushing back. Gates felt a chill go down his spine as they walked near a shining lake, still and calm. The sun reflected off the lake, giving the whole landscape an amber glow. They walked over a small hill that led into the town.

Gates looked off the far end of the lake. He knew exactly what he was looking for, and he knew he would see it. Gates eyes fell over the spot, sure enough they were standing just like they were when he left so many years ago.

"I told you I never left," Rampart's voice came back into his head.

Gates ignored his thoughts and caught up to his friends. "Alright everypony," he began explaining, preparing his friends for the task ahead," we don't know exactly what we're looking for, but if we can find the guard, we have a place to start."

"Wait," Rainbow interrupted," so we just spent days trying to get away from these guys, and now we're gonna run straight at them?"

"That sounds about right," Gates replied.

"I reckon I was right, Goldie," Applejack added," maybe y'all have lost your marbles."

"We aren't walking in blind this time," Gates explained," we know what we're dealing with. Figuring out what we're looking for is the hard part, after that it's simple. We win."

"So what are we looking for?" Twilight asked.

Not what," Gates said," Who. Firefly's letter confirmed what I had been suspecting. We have to find the ponies at the top of this, they know what we're looking for. They know about the only thing that can help us win, the only thing that we can use to save Celestia and Luna, the only thing that can bring everything back to normal."

"So if we find it before they do," Fluttershy asked," it will fix...everything?"

"If not it will make it one hay of a lot easier," Gates replied.

"Well then I guess we're going for it," Rainbowdash said," we've got your back Goldie." The rest of his friends gave a nod. He was happy his friends were in this for the long run. He promised himself he wouldn't let anything happen to them. He wouldn't let them down.

"Alright," Gates said," let's get started. The six friends had walked around the edge of the town for barely a few minutes when Fluttershy stopped suddenly and looked at the sky.

Rarity, noting Fluttershy's wary stare at the sky, asked," What is it dear?"

The yellow pegasus slowly tore her stare from the sky and down to her friend," I just...thought I saw something, it was probably nothing-"

Fluttershy was squelched when another pegasus shot through the sky like lightning. The pegasus came to a stop over the six ponies as nearly half a dozen portals began opening around them.

"Gyro..." Gates muttered," well that was quick." He charged his weapon and fired at the legendary pegasus, but he quickly evaded the bolt. The portals around them were raging, it was pure chaos. Gates was surprised at the lack of guards Gyro had with him. He didn't have any accompanying him, which made Gates uneasy. His thoughts were stopped when he heard a shriek from behind.

"That was pretty quick too," Rampart's voice came back into Gates' mind. He galloped as fast as he could to his friends aid, but it was no use. Rarity had become entangled in the chains that so many other ponies had fell victim to.

"Rarity!" Twilight yelled," don't give up! We'll help you, don't worry!" Gates dove and grabbed hold of Rarity's hoof. The chains slowly dragged the two ponies across the dirt. Golden Gates tried with all of his strength to pull Rarity free. Ultimately he knew it would be no use.

"Everything's going to be all right," Gates assured," I'll fix this, I-"

"I know you will," Rarity said in an oddly calm voice as she released her grip on Gates' hoof.

"I'm sorry," Gates said under his breath as his friend was pulled into the portal. It gave off a near blinding flash as she disappeared into the dark mass.

Tears fell from Gates' eyes. He felt anguish and rage building up inside him. He had just promised to keep them safe. He had just promised that he wouldn't let them down. His mind went to a state of blind fury. He charged his weapon as he turned and ran at Gyro.

"Good idea," Rampart's voice rang in his ears as he fired at Gyro," you fight, I'll get to work on her eulogy."

Fighting wasn't something Gates even had to think about anymore. It was pure instinct. It was something that had been hard-wired into his system since he left Colt Lake City as a young colt. The training he had gone through was the longest, hardest, most hardening experience anypony in Equestria could find. He was trained to be a cog in the hyper-lethal machine that was the Elite Guard.

Ever since the attacks, however, all of that flew right out the window. He was supposed to be a part of a team, a squad that thrived off of each other. Now he was fighting alone...well not completely alone. He had his friends, and was grateful for that. But it was a whole new game. Each one of them had great, valuable talents. Rainbowdash was without a doubt one of Equestria's best fliers, but she didn't have the training to use that skill in combat the way Firefly did. Applejack was as strong as an ox, but didn't have the discipline or equipment to use it in a fight the way Briggs would. Twilight was more gifted than anypony Gates had ever met with magic, but she didn't know the amount of offensive and defensive spells that Leo had. And Fluttershy...well, Fluttershy wasn't much of a fighter. Gates couldn't think of a single thing Fluttershy really brought to the table on a military level. But he still enjoyed having her around, the perfect of example of what you're fighting for, Gates thought.

Even if he didn't have his team with him though, he was trained to keep fighting to the very end, and this was exactly what he was doing. This was where the horseshoe hit the road. It was where all of his training, all of his anger, all of his memories came together to help do the only thing he had ever done without fail. Survive. Win the fight, no matter what the cost. He had been winning fights his whole life at the cost of his friends. This time the fight was different though. He had never wanted to let his friends down, but he had always accepted the losses as casualties of a greater good. Something he'd have to learn to live with, no matter how heavily it weighed on his heart. He wasn't going to let his friends down. He wouldn't. He couldn't let the lives of more of the ponies he cared about lie on his conscience. He would win, for everypony.

All of these thoughts ran through Gates' head in a matter of seconds, he could feel the time passing. He could hear the seconds ticking by as he charged in.

One. He fired a shot as leaped into the air, forcing Gyro to fly lower to avoid the bolt.

Two. He slung his staff into Gyros wing knocking him out of the air and into Gates while the two rolled to the ground.

Three. Gates instinctively tucked and rolled back to his hooves, quickly turning to Gyro, leveling his staff to fire another energy bolt. "Just keep him on the ground," Gates thought," just keep him on the ground and this will be easy."

Four. Gates fired an energy bolt and watched it go wild, sailing off to the far left. Gyro took the opportunity to charge at Gates, lowering his shoulder, aiming at the center of Gates' mass. Gates quickly twisted his staff into a defensive position and dug his hooves into the ground.

Five. Gates was thrown from his hooves onto the ground. Gyro approached Gates cautiously, waiting for him to start to get back up.

Six. Gates shot back up to his hooves and turned on a charging Gyro, he swung his staff behind Gyro's jaw, sending him plummeting to the ground.

Gates squared off with Gyro as he struggled back to his hooves. Gates landed a near perfect blow, one that probably should have knocked the pegasus out. It was just a testament to how strong Gyro actually was. Gyro tried to hit Gates with one of his forelegs, but Gates spun, avoiding the hit and jabbed his staff into Gyro's stomach. He reversed the staff on it's brace and hit Gyro on the back, then quickly brought his attack to the side of Gyro's head.

Gyro stumbled but recovered, taking to the sky. Gates fired a shot at Gyro, but the pegasus did a barrel roll and avoided the bolt of magical energy. Gates ran over to his friends, who had been watching the skirmish from the side. "Rainbow," Gates asked," do you think your wings can hold up for a little high-risk flying?"

"Ha, you bet!" Rainbowdash said as she shot up into the air. Gates knew Rainbowdash couldn't possibly win a fight with Gyro in the air, but if she could get him back on the ground, that would be all he needed.

"Alright," Gates said," just get that flanker on the ground.... and don't get hurt."

Rainbow gave a quick salute and gave a sharp," you got it boss!" as she flew towards Gyro. Gyro looped around and charged back at Rainbowdash, the pegasi we're speeding like lightning towards a metal rod before both breaking off in opposite directions at the last second. Rainbow did a flip in the air as she faced down Gyro yet again. The pegasi sped at each other, coming close together, spinning around each other rapidly. A cyclone of wind began to form around the two ponies.

Rainbow's four friends stared in awe at the spectacle. It was rare that two ponies so skilled would fly together, and it was unheard of that they would be fighting. "It's the kind of thing you'd expect from the Wonderbolts," Fluttershy said amazed.

"Well," Gates said," Gyro is actually the founder of the Wonderbolts. It's a bucking shame that he ended up like this."

"Really?" Twilight remarked," It must be tough for Rainbow to be fighting with one of her idols." Rainbowdash dove through the bottom of the cyclone causing it to break off. Gyro was sent flying through the air by the destroyed cyclone.

"Idols?" Gates asked. Gyro recovered and streaked across the sky towards Rainbowdash. She spiraled out of control into a nearby cloud.

"It's her life-long dream to be a member of the Wonderbolts," Fluttershy added," it's all she's ever dreamed of since before junior flight camp." Rainbow emerged from the cloud and waited for Gyro to charge again.

"I wonder if she even knows who she's fighting with up there," Applejack mused. Gyro rushed towards Rainbow, as she dove off of the cloud and looped around, hitting Gyro square in the back and and ramming him into the cloud, dispersing it.

"Yeah..." Gates said," I wonder." Gyro shook Rainbow off of him and attacked the cyan pegasus. Rainbow evaded the strike and went in for an attack of her own. The two pegasi dove back and forth at one another, weaving in and out of the others' attacks. The two ponies finally stopped as they stared each other down high in the sky.

Rainbowdash felt like she had seen this pegasus somewhere before. She knew for a fact she had heard the name somewhere. Then we she looked down at her adversary it all came to her.

"The cutie mark..." Rainbowdash muttered, frozen in midair," you're...Gyro, the FOUNDER OF THE WONDERBOLTS!" Rainbowdash squealed as Gyro grinned, knowing he had won.

"Oh no..." Gates said looking up at the sky.

"What?" Fluttershy asked worried.

"I think Rainbow just realized who she was fighting," Gates ran forward and leveled his weapon, aiming at the spot in the sky where Rainbow and gyro floated.

"Is there anything you can do?" Twilight asked, nearly panicking.

Gates sighed deeply as he lowered his staff," I can't make the shot," he said frustrated," there's just as much chance that I hit Rainbowdash as there is I hit Gyro. She's on her own..."

"You...you're...I'm..." Rainbowdash struggled to get the words out quickly enough. She was completely awestruck.

“That's right," Gyro said calmly," I'm Gyro, the founder of the Wonderbolts. Quite, frankly I'm impressed with your skills. In fact I may even have to recommend you for a try-out when this all blows over."

"You mean it? I can't believe it, a chance to join the WONDERBOLTS!" By this point, Rainbow had completely forgotten that Gyro was on the other side. She was as excited and happy as she had ever been. Rainbowdash went into a trance-like state, only being able to say," Ohmygoshohmygoshohmygoshohmygosh!"

She failed to notice the magical chains that had risen up to her level, she had completely drowned out her friends cries for attention. Rainbow didn't even notice when the chains, all she did was utter,"Ohmygoshohmygoshohmygoshohmygosh!"

The blue pegasus was quickly pulled to the ground, Gyro following closely as to make sure she didn't escape. Rainbow hit the ground with a thud as she was pulled towards the gate. She only broke out of her trance when she realized what happened.

"Ohmygoshohmygoshohmygosh,” she said as she walled the mouth of the portal, when she realized what had happened she stopped her fangirl stupor," oh..." as the Gyro closed the magical gate around her.

The five ponies watched in terror as their friend disappeared, running up to where the portal once burned. Gates fired a shot at Gyro who flapped back, dodging the shot.

"Two for one," Gyro said," by my count Sterling only managed to take out one of you foals. I figure I can take out the lot of you though." Gyro hovered in the air, just out of Gates' effective shooting range. Gyro knew the weapon Gates was using well, as he had been a part of Eastern Spark's research team when he invented it.

"You're not gonna get away with what you did today Gyro!" Golden Gates yelled, trying to get an angle he could fire on him from.

Gyro laughed under his breath," We'll see about that. Who's next?"

"I'd like a turn," a voice from above Gyro said," did you miss me?"

Gyro looked behind him and saw Briggs hovering above," Oh son of a mare-" Gyro was cut off by Briggs looping around slamming him into ground. Briggs rolled to his hooves and stood by Gates.

"You're a little late to the party," Gates said to his old friend as Gyro stumbled back to his hooves.

"Sorry," Briggs said wryly," You wouldn't believe the traffic on the way here." Gyro finally caught his balance as Briggs flew at him, bucking him in his mid-section, Gyro was sent sprawling to the ground, but he quickly recovered, hitting Briggs in the jaw with his foreleg. Gates galloped ahead and unleashed a barrage of attacks on Gyro with his staff.

Gyro flapped his wings furiously, escaping Gates' attacks. Briggs streaked through the air, knocking into to Gyro, sending him spiraling back towards the ground. Gyro barely managed to get back to his hooves, he racked his brain thinking of anything that could help him. The portals around the ponies raged with energy, but with Gyro's strength fleeting, they were useless to do anything. They used every bit of their magical energy just staying open.

Gates thought about his friends, he felt nothing but hate for Gyro. Everypony he had lost during the past few weeks ran through his mind. Now Rainbowdash and Rarity were on that list. Just a few weeks ago he was actually happy. Happy in a way he hadn't been in years, and now that was being taken away. The Triumvirate was taking it away. Gyro was taking it away from him. Everything was a blur to Gates after that point. He was filled with the same blinding rage that he had felt so many years ago. The same anger that led him to the elite guard. The same anger and hatred that had brought him here. The same feeling that had come to define the very pony who Gates was today.

The next thing Gates remembered was standing over a broken Gyro. Wounds decorated the legendary pegasus' body. Gyro shakily stood up, barely managing to stay up. He stepped away from Gates slowly, trying to avoid another barrage of attacks.

"Holy flank..." Briggs muttered from behind Gates after watching the display of fighting prowess.

"Well," Gates said, catching his breath," have you had enough?"

"Not even close," Gyro said weakly as he staggered towards Gates. Gates swept Gyro's legs from under him, and caught Gyro's body on his back. He bucked the pegasus into the air and swung his staff under him as Gyro fell back to ground, send him skidding across the ground.

Gyro barely got off the ground before Gates lashed his staff into his jaw, sending Gyro reeling back. Gyro stood perfectly still a few feet away from Gates and whispered weakly," long live the Triumvirate."

The six ponies watched as they finally saw what happened to Sterling, and was now happening to Gyro. Gyro's eyes lit up brilliantly and magical energy surrounded him, lifting him into the air before letting off a blinding flash, that consumed Gyro as he vanished into thin air.

There was nothing but silence for what seemed like an eternity to everypony who had witnessed the spectacle, even though it was probably only a few seconds. Then finally, Briggs broke it, saying in amazement," Gates, remind me not to buck with you...ever."

The five ponies walked in silence into the town. They had just lost two more of their friends, a fact that didn't even seem to settle in on everypony yet.

It had all happened so fast, Fluttershy thought. It felt like just yesterday they were all sitting around the table at Sugar Cube Corner, having a nice, quiet lunch. In a weird way though, it had felt like so long ago that they weren't fighting. So long ago that they weren't constantly afraid of getting sucked in by one of those evil portals, or worse, having one of your best friends taken away by them. Fluttershy shuddered at the thought. She hated those portals, dark and intimidating . She hated what they had done even more. Fluttershy had lost three of her best friends in a matter of days. She hated feeling so...so powerless. At the very least she had ponies like Gates and Briggs to confide in, but she wondered if all she was doing was slowing them down, just providing another obstacle in the hypothetical mine field they were already trying to overcome.

"Hey," Briggs said from behind Fluttershy," Fluttershy, right? You okay? You don't look too great."

"Oh no," Fluttershy said quietly," I'll be fine. I'm just a little shaken up."

"You really should get some rest," Briggs insisted," in fact, it looks like you all could use some downtime. You've been through a lot."

"He's right," Gates said, overhearing the conversation," we should find a place to rest in the next town." There was something different about Briggs' voice when he heard him talking to Fluttershy. Concern? Gates figured that seemed like the right word. None the less it was a tone he had never heard in his friend's voice.

"The next town?" Applejack asked," why wouldn't we just rest up here?"

"Yeah," Twilight added," and you said you grew up here, right? I'm sure you know somepony here that can help us out."

"Yeah, Gates," Rampart's voice entered his mind yet again," what are you hiding from? It's not like we're gonna come looking for you."

"Shut up," Gates said to himself," just give me one day. One day without having to deal with you two. I've kinda got a lot going on right now."

"How are we supposed to shut up?" Rampart said laughing," we live in your head, foal."

"Good point," Gates said out loud, not realizing that he also answered Twilight's question.

"Good," Twilight said," it looks like there's an inn or something up ahead, let's go check it out." The five ponies picked up their pace as they went into the inn. The door led to a large, cozy room, dotted with tables for dining. A large off-white earth pony stood behind the counter while a small tan unicorn brought food around to the tables. There was a fireplace on the far wall, and scenic paintings and tapestries covered the walls.

The five ponies walked up to the counter as the earth pony introduced himself happily," Hi there! I'm Ace and that over there is my good friend Caramel waiting on the tables. We run this fine establishment, what can I do ya for?"

"Allow me to introduce myself and my friends," Twilight began," My name is Twilight Sparkle, these are my friends, Applejack, Briggs, and... Fluttershy?" Everypony looked back at the yellow pegasus, blushing as she stood as low as she could behind Gates.

"Well, I'll be!" Ace said excitedly before Twilight cut back in.

"You'll have to excuse my friend," Twilight said," she's a bit-" Twilight was interrupted by Ace rushing over to Gates.

"If it isn't Golden Gates!" Ace said, shaking Gates' hoof wildly," it's been years since we've seen you around here! How are you? Nasty business with you and your guard buddies these days, huh?"

"Heh, yeah, that's actually why I'm here, err, we're here," Gates said awkwardly. Twilight was thrown off by the way Gates had been acting since they had gotten to Colt Lake City. Normally he was so confident and unwavering; now he looked a like a scared little foal. She shot a look at Applejack, she clearly noticed it too. It didn't sit well with Twilight.

"Hey everypony," Ace called out to the few ponies in the room," look who's back!" Ace pointed his hoof at Gates as almost everypony walked up to the front of the room, swarming Gates with greetings and hoof-shakes.

"Am I missing something Goldie," Applejack muttered to Gates," Ah thought y'all said that they wouldn't be happy to see ya?"

"I guess I was wrong," Gates said, half-lying. He knew that there wouldn't be any resentment from most of the town after he had left, but they weren't the ponies he was worried about. "I sure as hay didn't expect as warm of a reception as this thought. What gives Ace?'

"Here, you and your friends have a seat," Ace said as the five ponies sat down at table near the reception counter, alongside Ace and Caramel. "You see, after you left with that Dauphin fellow to start your training for the guard all those years ago, you became kind of a home-town hero," Ace began.

"We had never had someone from our little town be brought into the Elite Guard, or anything that prestigious for that matter," Caramel added," you were the talk of the town for a long time."

"You should have heard the stories that the young foals around town would tell, they all aspired to be like you," Ace went on as if he told the story a hundred times," I mean hay, even that one little blue unicorn ran off to start a show or something like that."

"Blue unicorn?" Twilight whispered to Applejack as they exchanged looks.

"Y'all don't think they're talkin' about..." Applejack said lowly as the two looked at each other and said,"No...they couldn't be..."

"A lot of ponies have actually been worried about you since the attacks and what-not," Ace remarked," I'm sure everypony will be glad to hear that you're still buckin'."

"Speaking of the attacks," Gates said," that's what brings me back home. Has there been any Triumvirate presence here? We ran into a little just recently but haven't seen much else."

"Triumvirate? Is that what those foals are calling themselves?" Ace replied," yeah, they were here. They were. A whole bunch of guys showed up here a few days ago. Kind of dispersed over the course of the last day."

"My guess is they were looking for something," Caramel added," they rummaged through nearly everypony's house and then packed up and left just a little while ago."

"Did you hear any word about where they were going?" Briggs asked," Anything you know could help."

"Hmm," Ace placed his hoof on below his muzzle and thought," well, I heard two of the guards say somethin' about the forest shortly after they arrived. That's all I can think of, at any rate."

"The Everfree Forest?" Gates said reluctantly," I was hoping we wouldn't have to go back in there..."

''Where in the hay could they be holding up in the Everfree Forest?" Briggs asked, not expecting an answer. He caught the look Fluttershy and Twilight shared as he asked his question.

"Please don't say it," Fluttershy pleaded nervously with Twilight, she was just getting used to all of the fighting along with everything else. There was one place in the world she didn't want to go back to at this point.

"I think we might know a place," Twilight said slowly before turning back to Fluttershy," sorry, Fluttershy...but we need to do what we can."

"What would you know about a military base in the middle of the Everfree Forest?" Gates asked, curious about how much his friends actually knew about Everfree.

"Well, we can't say for sure that's where they are," Twilight said," but if I were to set up a fortress in the center of the forest, I know where I'd go."

"Y'all ain't talkin' about the castle are ya, Twi'?" Applejack interrupted," Ah don't know if going there is such a great idea."

"It's our only option, right?" Twilight argued," we have to help our friends, we have to help Celestia and Luna, we have to help Equestria. This seems like our best shot, right Gates?"

Gates nodded, and the three ponies walked over to a map that hung on the wall, as Twilight told Gates and Briggs about their adventure through the forest to stop Nightmare Moon.

"So it looks like you'll be heading out soon, eh?" Ace said as he got up from the table," do me a favor, take care of yourselves and Gates. Historically he hasn't had great luck with that dreadful place. None of us have."

"How do y'all know Goldie?" Applejack asked as Ace turned to go back to work.

"Sorry for being so forward," Fluttershy added softly," but we're curious about where Goldie came from, and you recognized him so quickly..."

"I reckon you've gotta know somepony pretty darn well to tell 'em out in a crowd after so long," Applejack remarked as Ace turned back around.

"Gates used to be really close with my son when he was still around here," Ace said, thinking back," he and Rampart used to be inseparable, it's such a shame he had to go. We all miss him around here." Ace let out a sigh as he and Caramel went back to working.

"Wait," Applejack called out to Ace, but he failed to hear the orange mare. Applejack said to Fluttershy," Ah wonder what he meant when he said Gates hasn't had good luck with the forest?"

"I don't know," Fluttershy said nervously," and I don't know if I want to. I'm sure Gates and Briggs can take good enough care of us in there though...right?"

"Not a doubt in my mind," Applejack assured, looking over at three ponies huddled around the map," so it looks like we're goin' back. You gonna be okay Flutter?"

"Well, I can't say I'll be leading the charge in," Fluttershy said," but you can always rely on your friends right?"

"Y'all got that right. Gates hasn't let us down yet, and I don't see him doin' so any time soon," Applejack said confidently," and if worst comes to worst, you've always got me to help ya out."

"Thanks," Fluttershy said with more strength in her voice," I know you do. I'll always be there for you too, AJ."

"I know ya will," Applejack said as she pat her friend on the back with her foreleg," come on, let's go see what they've been talkin' about over there."

"And you're sure that's where it is?" Briggs asked Twilight," I don't wanna be wandering around in the Everfree Forest with no sense of direction."

'I'm positive," Twilight said firmly," there's no way I could ever forget where it is."

"And you trust them this much, Gold?" Briggs turned to his team mate," if this doesn't work out, there's no telling what we could stumble into."

“I trust them with my life," Gates said with certainty," there's nopony I would listen to before her."

"Alright then," Briggs said before he turned to Applejack and Fluttershy," I hope you're all rested up, cause we're in for a long day."

"Ready whenever you are," Applejack replied.

"Ok, good," Briggs ordered," let's go everypony." The five ponies left the inn and followed Gates through the town to a path that led a short way into the forest.

"Leaving again, huh?" Lucy's voice rang through Gates' mind," big surprise there..."

"Lucy...been a while since I've heard from you," Gates said to himself, as the five friends walked out of the town.

"Me. Rampart. What's the difference?" Lucy said bluntly," bottom line is you're leaving again."

"Don't worry," Gates thought," I'll be back here soon enough. One way or another."

Dauphin looked out the shattered window of the ruined room. The sunset had washed the sky in a sea of red. Dauphin thought it set the mood of the whole war, the way it hung in the sky, casting a fire of light across the entire world. "The whole flanking world is going down in flames," Dauphin said under his breath," even when we win...what do we have left?" The regal white unicorn looked down at the fortress that they had built out of the ruined castle. What in the hay were they even defending themselves from? Almost everypony who could stop them was already locked away. His thoughts were broken by the sound of hooves walking up behind him. "Funny how things never play out the way you thought they would," Dauphin said to the bronze pegasus behind him," you just have to hope to you picked the right side, eh Hazel?"

"Having doubts, sir?" Hazel said calmly," I sure as hay hope you can quiet them quickly, I'd hate to lose another one of our leaders." The pegasus sat down next to Dauphin and stared out at the seemingly eternal sunset.

"Sterling was hardly a loss, if you ask me," Dauphin said bluntly," her only real use was her esteem in the politics we've already destroyed. And don't try to tell me that you actually valued her life. I wonder if there's anypony left that values life anymore."

"I couldn't agree more," Hazel replied," but I wasn't talking about Sterling. Your elites somehow managed to take down Gyro."

"Really..." Dauphin muttered, disappointed, but not surprised at Hazel's words. The elite guard was the best fighting force the world had ever seen, even if they were the two youngest members. "Well there's an actual loss. So, I guess it's on us two now to bring those two down."

"Looks like it," Hazel said as he exhaled deeply," Are you sure you're up to this? I mean these ponies used to be your friends. And we both know you already have your doubts."

"Don't worry about it," Dauphin said lowly," I've been there before, it's too late to turn back now. I'm in this to the end."

"So you're done? Putting everything from your past behind you?" Hazel asked as the two ponies stood up and walked to a table in the center of the room. Dauphin levitated a map into the air and set it flat on the surface of the table. Hazel looked down at the rough map of the Everfree Forest.

"You can't go back, Hazel," Dauphin said, still looking down at the table," no matter how much you want to. You've just gotta keep going forward, keep fighting. And then, when the smoke clears, you try to salvage what's left of what you used to have. I just hope I'm still there to see if there's anything left for me."

"Keep fighting..." Hazel said as he began to study the map more closely, noting the location of Colt Lake City in relation to the castle," well then let's get started on finishing this fight."

"Alright," Dauphin began," they should be coming from Colt Lake City, right?"

"Yes, sir," Hazel explained, referring to the map," they should be coming from here, and according to our informant, they have a good idea of where they're going. It should be easy to get the jump on them."

"How would they know where they're going?" Dauphin asked," they're in the same boat they were after they took down Sterling; they don't have any leads on where they're going. I guess that doesn't matter though. Where are they going?"

"Here," Hazel said," they're coming here. We don't how they figured out we were here, or if they even know we are here. The bottom line is that they should be coming through this way, and if our informant is right, we should be able to engage them here." Hazel pointed to an area about one third of the way along the path tot he castle from town.

"Good," Dauphin ordered," get together about a dozen of your best scouts and get them ready for action."

"Sir, with all due respect, don't you think we'll need a force a little bigger than that? We could get the jump on them with an overwhelming force, this is a great opportunity we can't afford to miss."

"They've already proven they can handle large forces, Hazel," Dauphin explained," which is why you and your scouts won't be going alone. I think it's time we called in a few of Spark's 'secret weapons'."

= = = = = = = = = = = = = = = = = = = = = =

Small spots of crimson sunlight shone through the trees, providing the only amount of light in the depths of the forest. A few odd plants actually glowed in the darkness. Twilight would have given anything to be able to slow down and study the outlandish flora while she had the chance. This whole thing had caused everyone to have to deal with things they didn't want to. Losing their friends was already horrible enough, but they had given up their entire way of life for weeks. It had felt like years since things were normal, everypony was starting to think that things would never go back. It certainly felt that way.

"Hey, Twilight," Briggs said, flying back to the unicorn who was trotting a few steps below the rest of their friends," can I ask you something?"

"Sure," Twilight replied," what's on your mind?" Twilight didn't know much about Briggs, and they hadn't really gotten a chance to get acquainted, so Twilight was happy that Briggs was coming to her.

"Well, it's about Gates," he began," have you noticed anything, eh, odd about him lately? I know you haven't known him too long, but seem like the kind of pony who would notice if something was wrong." The two ponies looked ahead at the gray pony walking ahead of Applejack and Fluttershy, who were chatting quietly between themselves. Twilight noticed Gates' lips moving, though he didn't appear to be talking to Applejack and Fluttershy.

"Come to think of it," Twilight said slowly, making certain to choose her words carefully," I guess he has been acting a little off. But I think that's to be expected considering all of the stress he's under. I'm sure with you around again he'll get better. I'm certain of it."

"If you say so," Briggs replied, looking up at his friend and squad mate," I guess I should have a little more faith; it's just the last thing I need is someone like Gates snapping on us. We're up against enough already, I'd hate to be going up against another elite."

"Another?" Twilight asked," I thought you and Gates were the only ones left. From what Gates has told me, there were only about ten of you, right?"

"We're the only two left on our side," Briggs explained," but there's another one of us who's… on the other side. He's actually our leader, or at least, was our leader. Dauphin. Flanking traitor. In my opinion, he's the biggest thing keeping us from winning this thing."

"You don't say…" Twilight said before being interrupted by Gates who had stopped dead in his tracks.

"Did you guys see that?" Gates asked frantically, sweeping his around, looking for something.

"I didn't see anything," Fluttershy said as the rest of their friends nodded in agreement. Briggs gave Twilight a look as if to say "I told you he's crazy."

"Gates, I'm sure you're just seeing things," Briggs said," I don't think they could bring in enough soldiers for us to worry about without any of us noticing."

"No, I know I saw something," Gates argued," maybe it wasn't soldiers, but whatever it is, it's been tailing us for a while."

"We-well, if it isn't soldiers…" Fluttershy said shakily," then what is it?"

Gates wasn't given an opportunity to answer. Out of the trees, two massive, two-legged beasts were charging madly. The one in the lead swung its' massive arm into Gates, sending him flying into a near by tree. Briggs flew at the monster, throwing all of his weight into knocking it back only a few feet. The second swung a large club at Briggs, who dove to the ground, barely avoiding being crushed.

Fluttershy stood frozen in front of the massive beast, fear stricken. It rose it's club and drove it down at Fluttershy. Applejack tackled her friend out of the way at the last second, but found herself and her friend staring up at the tower of an animal. It let out a grunt as it leveled it's club above the two ponies.

Twilight levitated a nearby boulder with her magic and hurled it at the beast. The monster swung it's club into the rock, breaking it into hundreds of pieces, showering Applejack and Fluttershy in bits stone. The pieces stung their bodies as they scrambled away from the towering beast.

Gates stumbled back to his feet, and looked at Briggs, clutched in the first monster's massive hand. The beast spiked Briggs into the ground, and raised it massive, hoofed foot above him, preparing to crush the pegasus. Gates leveled his staff and fired a bolt between the monster's eyes, throwing it off balance and onto it's back.

"What in the hay are those things, Twi'?" Applejack asked in a panic.

"I think I've read stories about monsters like this," Twilight explained quickly," they're called minotaurs, they're brutal fighters, obviously, they were supposed to have gone extinct years ago, however."

"Well ain't that just fantastic," Applejack said wryly," now they have mythical creatures helpin' them out..."

"How do you know that the Triumvirate is using them?" Twilight asked. Applejack motioned to the pegasi circling overhead, watching the fight.

"Just a hunch," Applejack replied as the three friends ran behind a nearby tree. The minotaur holding the club swung at the side of the tree, bashing through it as the tree fell to the ground. Twilight lifted the broken mid-section of the tree, and Using all of her magical power, propelled it at the minotaur, it dropped the club and caught it in it's massive arms while it reeled back.

The three ponies galloped to a collection of tight-growing trees. The minotaur hurled the section of broken tree at the friends. The log crashed into several, trees, bringing down dozens of branches, separating Applejack from the others.

"Don't y'all worry, just go on ahead," Applejack called out to her friends," Ah'll find a way around." The orange mare ran out into the clearing where Gates and the other minotaur were fighting. Briggs lay, writhing in pain, a few feet away from where the monster was back Gates back towards where Applejack stood, in between them and the other angry beast. Applejack kicked up a few rocks from the boulder that Twilight had thrown earlier, bucking the pieces of jagged stone into the charging minotaurs chest, causing it to stumble before squaring up with Applejack yet again.

Gates fired a bolt of energy into the savage minotaur's chest before launching a flurry of melee attacks on it's limbs, in an attempt to get it back on the ground. The minotaur staggered back to relieve itself from the ruthless attacks Gates had unleashed. He figured that if Briggs could get back up, they would be able to take down the two minotaurs with Briggs' help from the air.

Gates plans changed when he looked into the air and saw several pegasi begin to swoop down and fire small dark orbs from a harness on their chests to a location in the center of the clearing. "Oh. Come on," Gates yelled frustrated," can't you guys just play fair. It's really starting to-" He was silenced by a massive fist hitting him in the side, sending the gray earth pony tumbling towards Applejack, who was standing just a few feet away from the small, brilliantly glowing orb that all of the scouts had been firing at.

Briggs stumbled back to his hooves and looked at the minotaurs back in front of him and then to the pegasi in the sky. He took to the air and weaved through the flock of now attacking scouts.

Gates and Applejack stood tail-to-tail with a minotaur on either side of them and the tiny orbs, violently flashing next to them. Briggs looked at Hazel, who had looped around in the air and was now streaking towards the clearing, the small crest on his harness glowing radiantly. Briggs soared towards the two ponies in the clearing, he grabbed Gates, not able to carry both ponies, and bolted straight ahead towards the spot where Twilight and Fluttershy had been watching about a hundred yards away.

Hazel fired his magical orb into the clearing, as it combined with the others. Gates yelled at Briggs, "Don't take me! Go back!" It was too late, the ball of dark magic flared and exploded with a violent blast, filling most of the clearing with a massive, raging portal. Gates and Briggs were knocked out of the air and sent rolling across the ground. The minotaurs. Applejack. Gone.

"Gates shot up to his hooves," NO! Why did you take me? You should have gone back we could have saved her!"

"Gates... I'm sorry, I just..." Briggs searched for the words to say to try to console his friend," I had to save you... we need you." Gates stood silently, staring at the portal, flaring violently in the forest.

"So..." Fluttershy said, choked-up," what do we do now?" The four ponies stood and looked at the portal for a few moments before Briggs spoke up.

He raised a hoof and pointed at the pegasi, led by Hazel, now charging the beaten friends," We run."

Briggs rushed through the thick forest, dodging energy bolts that were raining down from Hazel's scouts above. Briggs was lucky, he was able to weave through the branches higher in the canopy, providing him with better cover. His friends below didn't have the luxury of wings, or the luxury of advanced military flight training. He looked up at the beige pegasus above. Briggs tried to figure out a way to bring Hazel to the ground without being shot out of the sky by the other soldiers swarming around him, firing down on his friends.

Gates, Twilight, and Fluttershy galloped as fast as they could through the lush terrain. Jumping over rocks and small streams, trying desperately to avoiding facing the same fate as all of their friends. Fluttershy weaved between the trunks of trees, having to use a lot of energy just to stay off of the ground. She knew all to well that if she tried to get away with her hooves on the ground, she would trip up and get herself caught. Or worse, have one of her friends be taken away. Fluttershy had barely held things together when Applejack was still around. Now, she felt like a shell of the pony she had used to be. Her friends were the things she had cherished most in her life. And now most of them were gone. For all she knew they could be dead. Chills ran down her spine at the very thought of such an idea. Fluttershy knew she couldn't think like that. She had to hold out hope that somehow, some way, they would be okay.

Gates stopped, turned and fired at the pegasi who were attacking, hitting one on the wing, causing him to crash into another. Gates wasn't left with any time to rest, he ran as fast as he could to catch back up to his friends. He had to think of a way to lose them. He knew they wouldn’t be able to beat them. Not like this; they were all beaten up pretty badly after their fight with the minotaurs, now they were in unfamiliar territory and heavily outnumbered.

Briggs slowed down within the canopy and waited for the flock of pegasi to pass overhead, waiting for his opportunity to rise up above the tree line and take out a few of their attackers.

The brown pegasus broke through the trees just before the scout on the tail end of the pack was about to pass. Briggs grappled with him, breaking his staff off of it's brace. He dove back into the treeline, still with his adversary in his grasp. He charged towards a large tree truck and broke off just before the pair hit the surface. The light-green pegasus he had been wrestling with had crashed headlong into the tree, and slid down the truck to the ground.

Briggs streaked out of the trees once more and rose high above the team of pegasi. He searched for Hazel in the crowd and finally spotted him at at the front of the pack. Briggs lined up Hazel and dove at the caramel pegasus from above. One of the scout's tailing behind Hazel shouted out a warning," Do a barrel roll!" Hazel looked back and saw Briggs streaking towards him out of the corner of his eye. He rolled through the air as Briggs rushed by, being singed with dozens of magical bolts. He fell through the canopy as Hazel ordered all of his scouts to dive into the treeline.

Briggs' wings hurt like they never had before. He had no doubt that he had fractured at least one of the bones that ran through each wing. He flapped his broken wings frantically, just barely managing to hit the ground in stride, now running alongside his friends.

The soldiers were now weaving through the trees behind them, firing at the fleeing ponies with opportunity they were presented. Gates looked to the side and saw one one the scouts flying next to him just a few feet away. The pegasus swooped in and swung it's staff at Gates' side. Gates raised his own and blocked the attack, locking his staff with his opponent's. The gray earth pony rolled to ground and whipped his staff violently, sending the pegasus rolling to the ground ahead of Gates and his friends. The soldier was left to be run over by the small herd of ponies.

The four ponies came across a small cliff in the terrain ahead. Briggs and Fluttershy passed over the obstruction with ease, just flapping their wings a few times and gliding over it before putting their hooves back on the ground and running. Gates cleared the cliff with a well timed jump but turned as he saw Twilight suddenly stop behind him. She hadn't been able to make it all the way up the cliff. Two soldiers landed next to the impeded unicorn. Gates fired his weapon, hitting one square in the head. He bucked the other off of his friend as he ran to her aid. Gates pulled her over the edge as quickly as he could, but froze as a shadow fell over him.

Fluttershy and Briggs looked at the sky and saw Hazel floating over their two friends with a slight smirk on his face. The harness wrapped around his chest was glowing. Fluttershy gulped nervously, she knew that could only mean one thing. She closed her eyes tight. Fluttershy couldn't bear to lose her friends. She couldn't be left alone. After all they had been through, this was how it ended. Weeks of fighting, weeks of running, weeks of fear and now it was all coming to end. Her whole world was crashing down around her, and there wasn't a thing she could do to save it. The only pony who could save everything was about to be swallowed by a mysterious portal of unfathomable power. There was nothing she could do. Tears fell from her eyes before she realized that there was one thing she could do.

The next thing she knew, she was diving in front of Gates and Twilight. She hit the ground below hard as she found herself surround in magical energy. The last thing she could remember was seeing her two friends staring in disbelief at the portal before she was pulled completely in.

Gates and Twilight began to turn and run back to Briggs before the remaining guards landed in a semi-circle around them. Hazel landed in front of Gates and approached him slowly.

"It's a real shame you know?" Hazel said in a cocky tone," you came so far, you were so close!" He turned and looked away from Gates with his eyes on the sky. "Then again, you weren't all that close. You really didn't have to try so hard to be reunited with you friends. You could have just allowed the authorities to bring you in through one of these portals. It will take you to the same place you're heading. There you can live out the rest of your miserable lives with the ponies you love."

"I wouldn't sound so smug, Hazel," Gates said annoyed," as soon as we bust in there and rescue Celestia and Luna, it's all over for you and your little uprising."

"If you were to rescue the two 'royal' sisters, maybe," Hazel replied with a devilish smile," but you're a long way from Canterlot aren't you?"

"Canterlot?" Gates asked quickly," what the hay are you-"

"Yes, Canterlot," Hazel went on," when Spark executes the princess in Canterlot two days from now it'll all be over. What? You didn't think we had everything just hidden away in the forest? This is a government, and when Spark gives the order for the death of the so-called 'true rulers of Equestria', it will the government that rules this nation. And for once in thousands of years, it will rule it the right way."

Gates didn't know what to say. There was no way they could storm the old castle and get to Canterlot and save Celestia and Luna in time. They didn't have enough ponies to help, they didn't have supplies, and they didn't have time. It seemed completely hopeless, but he couldn't just give up. He could still win, he always did. When the smoke cleared, no matter what, Gates was always still standing strong, no matter what had been thrown at him.

"Well, I have to be in Canterlot by morning," Hazel said, finishing his speech,' please, give Dauphin my regards, his plan worked absolutely splendidly if you ask me."

"Yeah," Gates said as he saw something moving in the branches above," you can tell him yourself." Briggs streaked towards Hazel, flipped in the air and hit the beige pegasus in the side with his hind legs. Hazel was thrown backwards into the portal behind him.

Twilight thought quickly as she turned her attention the guards surrounding them. Her eye fell upon a medium-sized log lying on the ground a short just behind the crowd of ponies. She lifted it into the air and rammed it into the guards, sending half of them sprawling into the portal. Gates rolled to avoid being knocked into the portal. He knocked the legs out from under two guards with his staff and he kicked another soldier into the portal with his hind legs. He knocked the remaining two back into the portal with his staff just before it closed.

The three ponies left in the darkness of the forest walked a short way in the direction they were heading before stopping a short distance away from the chasm where Rainbowdash had been tempted by the Shadowbolts the first time Twilight had been to the castle.

"So is it over, Gates," Twilight asked grimly," did they win?" It was a good question. It looked like there was no possible way they could win.

"It's not over 'til it's over Twi'," Gates replied without actually answering the question. The question was whether or not it was already over.

"I don't know if we can get Canterlot in time to save the princesses," Briggs commented," we might not get another shot at freeing everypony in there."

'What are you trying to say, Briggs?" Gates asked lowly. He already knew what Briggs was getting at, he just didn't want to think of it on his own. He didn't want to think about what Briggs was going to say. The sad truth was that he had to. Whether he wanted to or not.

"What I'm saying is..." Briggs hesitated, he didn't want to say what he was about to say," I'm saying that maybe Celestia and Luna are lost causes. We might still have a chance at winning this thing."

"I was hoping it wouldn't end up like this," Gates walked over to a nearby tree and slammed his hoof into the trunk, leaving a indentation in the now broken bark. "Maybe you're right... flank, I hate saying that."

Twilight racked her brain for an idea, anything that could help them save everypony. Save themselves. Save their friends. Then an idea came to her head. An idea that made her stomach turn. "There is one way we can save them..." Twilight said uneasily," I could go into the castle alone. I can free everypony inside while you two go and save the princesses in Canterlot."

"Twilight I could never ask you to-" he stopped himself mid-sentence, Gates could tell by the look in Twilight's eyes that she wouldn't let him talk he rout of it if there was any chance of them pulling it off," you don't think you could actually handle whatever is waiting on the other side of those doors alone, do you?"

"I can get as far as saving our friends in there," Twilight replied, going on to answer Gates' next question before he even asked," I know they're in there, and I know I can save them. I promise you I can get that far. What happens after that.... I don't know. The one thing I can guarantee is that I can pass the torch."

Gates gave Briggs a look, trying to find a flaw in Twilight's plan. If it worked, there weren't any flaws. Gates hated that, because he knew that meant being separated from yet another one of his friends, and this time... it was a suicide mission. Gates exhaled deeply, trying to cope with the idea. It was a suicide mission, but it would work.

"I guess if you're that confident, Briggs and I can find a way to beat Spark in Canterlot," Gates hated himself for what he was saying.

“It's settled then," Briggs went on," let's win ourselves a war. Gates,we should get going if we want to get to Canterlot in time."

Twilight gave a nod as she turned to go towards the ancient castle. Gates said in a barely audible tone," good luck."

Briggs and Gates only walked for a short time before Gates turned to Briggs," You know, you could get to Canterlot a lot faster if you flew. You could scout out what we've got ahead of us and we'll meet up outside the city tomorrow night."

"That's not a bad idea, rookie," Briggs remarked,” but are you sure you can handle the forest alone?"

Gates shrugged,"Wouldn’t be the first time. I'll be fine, you should really go on ahead. We need every advantage we can get."

"Alright, Gold," Briggs said as he patted Gates on the shoulder," good luck, see you soon." Briggs galloped a little faster and then flapped his wings quickly, and winced slightly with pain from the fight earlier. He shook of the pain and took off, flying through the canopy of the forest and towards Canterlot.

Just like that, Gates found himself alone. Again.

= = = = = = = = = = = = = = = = = = = = =

Spark walked into Luna's dark, cold cell at the top of Canterlot Tower. His horn glowed as he lifted the broken alicorn to her hooves, resting her against the wall so she would stay standing while he spoke.

"Well, Luna," Spark began," you have two days. I thought you might be happy to know that your people will be perfectly fine under my rule. Albeit it wasn't intended to be ruled by me solely, but we all know how war goes."

"Yes, I'm sure they'll be just fine under the iron hoof of it's first dictator," Luna scoffed in disgust at the unicorn.

"Don't be so hostile, Luna," Spark returned calmly," know that I never intended for there to be so much violence. I never expected so much trouble from Dauphin's elites. But fear not, I have a very simple solution for defeating these two rogues." Spark waited a few moments before continuing, he wanted to enjoy his final conversation with the princess. He would only get the opportunity once more, and he had no plans of small talk when that time came to pass.

"It really was a very simple solution, I'm a little disappointed I hadn't thought of it earlier," Spark continued his speech," but that isn't really of any concern to you. I'm certain that you'll be happy to learn that I've fixed my problem with raising the sun and moon day after day."

"Just how would you do that Spark?" Luna asked mockingly," we all know that you're far too weak to even attempt such a spell."

"Hmmm," Spark laughed to himself," that may be true. But you are certainly strong enough milady." Luna turned her head and looked Spark in the eyes, trying to figure out what he was getting at. "You see, it's a fairly similar spell to the one I used to link Sterling, Gyro, and my own energies together. I would simply take some power from you when I execute you, giving me more than enough power to keep days and nights going by as they were before."

"You're sick Spark, you-" Luna was cut off by Spark finishing his lecture.

"It truly is amazing," Spark said," ponies search their whole lives to find power on their own, when in reality some of the greatest powers are just sitting there for the taking. Hay, at this rate I can become more powerful than you and your sister ever will or ever could have been, and Equestria along with me." Spark turned to leave the room before offering his last words of 'solace.'

"So I assure you, Luna, Equestria will be just fine without you living in it. I think it's high time you learn to accept that. Just keep in mind that you are making Equestria a truly great place, even if you aren't alive to see it."

Twilight peered out from behind the massive oak tree looking out over the chasm. She searched for the rope bridge she had used to cross the first time she had visited this place. She found that they had built a stone bridge in it's place. Small squads of guards were patrolling about the ground on the far side of the bridge. Twilight was surprised when she really studied the castle. The last time she was here, it was a broken ruin, with barely a complete wall left standing. Now the castle was a bunker that seemingly no army could destroy. The walls went higher than Twilight had remembered, guards patrolled the tops of the towering walls. She looked at the door, once a decayed wooden door was now a massive gate of solid steel.

The purple unicorn searched for any way she could sneak into the castle without alerting the guards. An idea came to Twilight's mind. She could just use her magic and teleport herself into the castle. There was no way she could forget the entrance to the castle, it was a crystal clear picture in her mind. All Twilight had to do was hold that image in her mind and cast the spell. Her horn began to glow purple with magic, but then twilight stopped herself. She would need all the energy she had to make it through the fortress once she was inside, getting in couldn't be the thing that slowed her down more than anything else.

Twilight had to find another way in. She knew that her first step would be to get across the massive bridge. Twilight walked through the trees, coming closer and closer tot he bridge with every step, but still keeping her distance as to avoid being detected by any of the three dozen guards patrolling the outside of the castle. Twilight slipped behind a pillar at the end of the bridge closest to her.

Sweat trembled across her face, she knew that she would have to make a break for the door the next time it opened if she wanted to get in. Nothing but fear ran through Twilight's mind. If she messed this up....it was all over. She would have let everypony she cared about down...

No. Twilight perished every hint of worry from her mind. She couldn't let them down, she wouldn't. Twilight took a deep breath as the massive steel doors behind her opened, allowing a pair of guards to enter. Twilight turned and around the corner of the pillar that had concealed her and ran.

= = = = = = = = = = = = = = = = = = =

Gates walked uneasily through the forest, watching as shadows danced across the forest floor, making him stop and level his weapon each time he caught something out of the corner of his eye. Gates couldn't shake the feeling that he had walked this path before. He knew had never been there but-

His mind flashed back to himself walking alone through the forest, hurt and scared, not knowing what to do...

Gates shook his head, pushing the memory back. This was all bringing back things he never wanted to remember. It felt like he was walking alongside himself. Like he was living it all again. It felt so... familiar. It was a feeling that nopony should ever have to deal with once, let alone again and again.

"Just calm down," Rampart's voice came back to his, at first seeming like a sound of solace to Gates. He was mistaken," it's not like anything will happen to you, Gates."

"You've always been good at taking care of yourself," Lucy assured sarcastically," never mind that you've left all of your friends behind."

"Twilight is more than capable of-" Gates began to attest to his faith in his friend, Twilight, but his old friends went on.

"Don't even try to lie to us, Gates," Lucy cut him off quickly," we know what you know."

"And you know that it's all over for your friends," Rampart added," that's why you left Gates. You left them to save yourself. That's why you sent Briggs off alone, isn't it?"

Gates leaned up against a nearby tree and tried to slow his breathing. His heart was racing. He looked ahead at what appeared to be two ponies standing alone in the darkness. He ran up to see them, but they vanished just as quickly as they appeared. Gates shook his head, trying to clear his mind. They weren't there. They weren't doing this. They couldn't be.

"You... you weren't like this before," Gates said out loud, not bothering to keep his thoughts to himself," you were never like this before."

"Just another way you let us down, old friend," Rampart replied slowly," it doesn't seem fair that you get to decide who we are to you. But you left us, maybe if you would have never left, none of this would have happened in the first place. If you wouldn't have left us, you wouldn't have to worry about any of this."

"But, it's too late now," Lucy added as Gates fell slowly into a tree next to him. His breaths were short and rapid. Gates was filled with anguish, and he couldn't fight it off. Fight it off like everything else. Fight of the fear, anger, and sadness just to keep it away for another few minutes. Just to feel okay again, for the first time in a long time. Lucy went on," now you've let everypony down the same way you let us down."

"I did all I could," Gates pleaded with his friends, talking like they were standing right next to him the way the used to," I never wanted you two to leave. Believe me, I would give anything to go back."

"You say you never wanted us to leave," Rampart said calmly," then why did you force us away?"

"We never wanted to leave either," Lucy added," but you made us leave Gates. You were selfish and you pushed us away. You got what you wanted from us and then you ran."

“No... I," gates found himself choked up. He could barely think of the words to say that would make them understand. Make him understand. Gates got up from the ground and ran. He ran as fast as he could through the trees, trying to escape the memories that were coming rushing back. Gates' heart was racing, he couldn't even feel himself moving across the rugged ground of the forest. It just felt like he was gliding, like he was hanging in the air as he ran. Well, it had felt that way up until her tripped and fell to the ground.

Tears ran down Gates' face. He wasn't crying, but he couldn't keep tears from falling form his eyes. He scrambled back to his hooves and leaned against a tree, trying to hold himself up. He had to focus, he had to get of here. He had to push everything back in his mind.

"I'm sorry..." Gates pleaded," for the thousandth time I am so, so sorry..."

"You're sorry," Lucy replied sarcastically," well if you're sorry that makes everything okay, doesn't it, Gates? You can just say sorry and move on, just forget about what you did to us."

"I really am..." Gates was trembling, he couldn't stand to hear his friends like this. He felt the same way he did so many years ago. This wasn't them, they were nothing like he remembered. Why couldn't he just be left with the memory of what he had. Why couldn't he just move on. Why did it have to haunt him every day of his life.

"I told you, Gates" Rampart was yelling in Gates' mind," you can't lie to us, you know flanking well what you did! You let this happen, you let us down, and you made that choice!"

"Don't try to tell us you're sorry for what happened when you're the one who did it in the first place," Lucy exclaimed, sharing Rampart's tone," you let it all happen."

"I guess you got what you always wanted, didn't you Gates?" Rampart asked angrily," you took what you wanted form us and you left, I guess we just weren't important enough after that, were we?"

"No...I'm, I'm sorry..." Gates barely managed to speak, he knew they were lying. They had to be. His vision was blurring and he could barely tell the difference between his friends' voices and his. He shook where he stood, cold sweat fell across his face while chills ran down his spine.

"You let it all happen, you did this, Gates," Lucy and Rampart both said as everything came rushing back to Gates. The memories he had tried so hard to keep from coming back. They were all coming back at once as his friends said " you did this to us, Gates.”

“You killed us."

Gates' vision blurred. He could feel his heart pounding rapidly inside his chest. Distant memories rushed into his mind. He could see them. He couldn't see a thing in front of him, but he could see them, standing in front of him. Standing in front of him was everypony he had let down. Gates felt chills run across his body. He cried out, begging for forgiveness. Tears fell from his eyes as fell tot he ground with a whimper, slowly losing consciousness. Gates closed his eyes, opening them to see himself, so many years ago. Gates was there, he was living it again.

He heard a scream...

= = = = = = = = = = = = = = = = = =

Many years ago...

"Gates!" Rampart's voice echoed through his mind," Come on! Get Up!" The young Golden Gates stumbled to his feet, he rubbed the back of his head, it hurt badly, not like somepony had hit him, it was a stinging sensation, like he had been cut.

"What was that?" Gates asked impatiently as Rampart only looked at the three massive wolves slowly approaching. They almost seemed to be grinning at the three friends, standing petrified in terror; smiling at their prey as they knew they had them beat.

Gates was trembling, frozen by fear of the ferocious beasts. He watched as the big black wolf on the far left pounced in on Rampart. Rampart wouldn't let him self be taken down so easily, he picked up a stick in his mouth and jabbed it into the wolf's chest. Rampart jumped back as the leader of the small pack leaped towards him, forelegs extended and claws out, ready to strike.

Lucy lifted a small rock, summoning all of her strength to heave it at Rampart's attacker, saving him, if only temporarily. Gates was impressed with his friends quick thinking in such a dangerous situation. His thoughts were quickly interrupted by the barking of the wolf closest to him. Gates' heart raced, he tried to size up the wolf, seeing if there was anyway he could beat it. He had decided his chances at actually beating it in a fight were slim to none. The wolf had to be more that twice his size, and was certainly more equipped for a fight. The monstrous black-and-white beast charged at Gates. He ran a few steps forward, preparing himself for the last fight he would ever be in, before he panicked and dove tot he ground, trembling in fear. The wolf wasn't ready fro Gates' sudden drop and stumbled over the small bray colt, crashing to the ground.

The young pony was kicked a few times before scrambling to his hooves, shocked that he had managed to survive even the first few seconds of his fight. He caught a glance of Lucy out of the corner of his eye. She was backed up against a tree, facing down a wolf with only a stick levitated in the air inf ront of her. She barely managed to hold the stick in the air as her magic was growing weak, she wasn't used to having to use it so much, and these weren't exactly ideal circumstances to be in a magic fight. The wolf reached up and swiped the stick clean out of the air. Lucy shrieked as Rampart dove headlong into the wolf's side, bringing both falling violently to the ground. to the ground. Gates began to run and help his friends before he was tackled by a wolf the same way Rampart had tackled Lucy's attacker.

Gates found himself staring straight up into the eyes of a hungry monster. The kind of thing he would have nightmares about when he was younger, and even still today. He could feel the wolf's breath coming down on him, the razor sharp claws beginning to break through his coat stung like nothing he had ever felt before. Gates could feel his heart go up inside his head, pounding with every passing second. He could barely catch his breath, the only thoughts that ran through his head were, "This is the end, it's all over...No... it can't be, it's all a bad dream, he would wake up at home and everything would be okay. It had to be a dream. Oh Celestia, please let it be a dream."

Gates looked to the side at where his friends were still fighting for a chance to make it. He The other to wolves bound on top of his friends. He felt a pit form in his stomach, it wasn't a dream. It was a flanking nightmare. He had to save them. His thoughts of denial were replaced with only drive to help his friends. He had to save them. He had to.

Gates faced the wolf on top of him, jawing at Gates' face. The wolf cocked it's head back and thrusting at Gates' head. He jerked his head to the side, dodging the strike that would have surely killed him. Gates slammed his head into the wolf's. Sending it staggering off of Gates ever so slightly. Gates wriggled out of the wolf's grasp with the opportunity.

He knew his head hurt from the blow, but he didn't care. His body was pure adrenaline, nothing was going to stop him he thought as he turned and bucked the wolf in the side. The wolf fell to the ground with a soft whimper as the young colt, who didn't even have a cutie mark, turned to go save his friends from a pair of viscous wolves.

Gates could never remember much after that. He knew there was a scream, he could never place his hoof on who had yelled. Gates had always figured it was him, it seemed lie it was him, but he could never be certain. The whole fight was a huge blur to Gates. He could remember the way he felt, the way he had felt nothing but pure, blind rage.

It must have been ten minutes before gates could see anything clearly. He ran forward at the three wolves, all wounded badly and whimpering away from the scene of the battle. Gates could finally feel the wounds that covered his body. He could feel his side, aching horribly. Intense pain shot up his spine as he tried to look at his maimed body. He couldn't see a thing out of his left eye and blood trickled into his right, stinging it with every drop. Gates could fell the cuts on his legs, making him wince in pain with every step he took as he went to walk back to his friends.

"We... we did it, guys," Gates said weakly, yet triumphantly as he approached his friends. As he got closer, he could see them better though the blood sweat and tears in his eyes. They lay there, motionless on the ground, covered in similar wounds to Gates'.

"Guys?" Gates quickened his staggering pace as he rushed to his friends sides," Guys!" Gates ignored the pain that ran through his body as he lowered himself next his two friends. They lay on the ground, still and silent. Gates didn't want to admit what was rushing through his mind. 'They can't be... They can't be..." Gates whispered in denial of what was happening," Wake up Guys... come on, just wake up..." It was a bad dream.... it had to be. Anything other than this. Gates was shaking in a cold sweat.

"Please!" He was shouting, begging for it to be anything then what he had feared," come on guys...you-you can't die... come on, wake up!" He shook their lifeless bodies, calling out for help and for his friends. He buried his head in his hooves between the two of them and began sobbing wildly, begging for them to wake up," please, don't go. I'll do anything... please."

Gates continued crying until he saw a radiant flash from behind him, his head slowly rose up from the dirt. The young, shattered pony looked back and saw something on his flank... two golden swords crossed over a silver shield. He barely caught his breath as he whispered," No...no!" It wasn't fair... this was how he would get his cutie mark... this was how he would always get to remember it: with the death of closest and only friends in the world.

"Take it back! I don't want it!" he wasn't sure who was asking, he just knew he had to ask," it's not worth it... just give them back... please." He sat in the dark, cold and alone he held onto all he had left of the two ponies he loved more than anything in the world. Gates said weakly in a wavering voice before he slipped into unconsciousness in the darkness of the forest," I'm sorry..."

= = = = = = = = = = = = = = = = = =

Present day...

Gates' eyes slowly slid open. His body ached all over, his vision was still slightly blurred. He could still hear the yelling, but it felt more distant now. Tears still slowly crept down his face. The memory of what had happened that night still burned in his mind like it had just happened. For all he knew it had.

Orange sunlight peeked through the trees into his eyes, the sun hung it the same spot it had for so many weeks. Gates wondered if that was the place it would be forever. He wondered if Spark would ever find a way to move the sun and moon the same way Celestia and Luna had.

Gates had given up on defeating Spark. He thought it was a lost cause. He figured that the only he could do in all of this was save himself. That was the only thing he could ever do. He thought back to all of the fights he'd won in the past as he lay motionless on the ground, unable to stand and still in immense pain. He thought of all the times he had come out on top. He had always come out alone. Gates had ever been able to actually save the ponies he cared about, only himself. Every time when the smoke cleared, and he searched for any remnant of what he had before, it was all gone, and he was left a shell of the pony he was to start with.

He had been broken more times than he could count in his life, he figured it was high time he finally shattered. Gates knew he wouldn't be able to beat Spark, it was useless, the only thing he could do and survive was to run as far away as he could. Try to live with the past that haunted him.

His eyes fell upon the golden sun, looking out onto the war-torn Equestria. Gates sighed as he slowly fell back into unconsciousness, he wouldn't run. He was going to be with his friends again soon enough. One way or another, he would be with them again. So he wasn't done fighting. Not just yet. He lost consciousness, his mind set on his goal. He would fight one more fight, and then he was done. And this time, he would actually win.

Twilight skidded to a halt as she barely made it into the building without being noticed by the guards patrolling the walls outside. She ducked behind a nearby pillar and hid in the shadows. She stood speechless as she looked at the sight ahead of her. Twilight would have gladly taken the few dozen guards outside compared to what had to be at least two-hundred fifty more soldiers on the inside.

The unicorn scanned the massive room for a place to start trying to help her friends. She knew that she would only have one shot at... at whatever it was she was going to do. She had to find the most important part of the whole operation. If she could make that key part fail, then the rest would certainly fall apart around it. At least that was what she had hoped, if not then they had already lost.

Twilight couldn't find anything that seemed to fit what she needed. What she really needed was her friends, she needed help. She almost wished that Gates and Briggs had come with her, they would know what to do. They would know how to win.

She shook her head and purged the negative thought form her mind. She would save her friends, nothing cold stop her from doing that. Twilight turned around the pillar and moved quickly and quietly inside the shadows of the ancient stone walls. Twilight was amazed that nopony had noticed her yet. There were hundreds of guards in that room alone. She couldn't imagine what was waiting for her in the dozens of hallways and other floors of the once forgotten castle. Twilight figured that there was so much going on in there that nopony would notice something was out of place until she tried something, considering they thought all of their threats were either locked away in cells or still trying to get in from outside. Twilight knew she had to use this to her advantage.

As she skulked around the large, central room of the fortress, she noticed that there was a large statue-like structure in the center. Twilight tried to find a place to hide to get a closer look. Her eyes fell upon a small, crumbling statue that would keep her concealed so long as nopony got to close and started scrutinizing it too much.

Twilight didn't have a great view of the structure, but it appeared to be glowing. There were more ponies around it than anywhere else in the room. Twilight leaned over to try to get a better angle on the strange object. "Oh, Celestia..." Twilight muttered when she realized what she was looking at. It was a large shining metal arch-like structure that had a small ball of magical energy glowing within it's framework. Every few minutes, the ball of energy would widen and Twilight would finally see where the mysterious portals lead. Here. This was it. This was what she was looking for. It was the source of many of the Triumvirate soldiers magical power, which Twilight still couldn't figure out how they acquired. But that part didn't matter, the only thing that mattered at the moment was the arch-way standing not far from where she hid. Her goal was perfectly clear now. She had to destroy it, and if she was lucky, it would do exactly what she had needed it to do. Pass the torch.

Twilight scanned the area around the arch, she saw Hazel, still grimacing from the kick Briggs had landed on him. Hazel stood barking orders, as a few ponies left the circle gathered around him. It seemed odd to Twilight that Hazel was just giving his orders of retaliation; he must have been knocked out cold by Briggs' kick. He was much larger than most pegasi, so being completely blindsided like he was must have knocked him out cold. Twilight figured that this was another thing that played to her advantage, if Hazel didn't know she was already inside, then security inside was certain to lessen.

The purple unicorn stopped herself, keeping her mind from over-analyzing the situation and wasting valuable time. Twilight didn't know exactly how she was going to destroy the powerful structure, but if there was a time for her years of dedicated study to come together, it was now.

She waited until it seemed like there were as few guards as possible surrounding the arch: just after a small wave of now imprisoned ponies came through the portal and were escorted to their cells by about half a dozen guards. Twilight didn't want to miss a somewhat-decent opportunity like this one. She had accepted that she wouldn't be able to get close without being detected, she just had to buy have enough time to cast one spell. What spell? She hadn't figured that out yet, she wasn't sure if she even knew a spell that had that much offensive power behind it. She figured she would go off of raw magic ability as opposed to a set spell.

Twilight gulped as she rushed around the corner, almost immediately drawing the attention of many guards. They yelled at her and threatened her with raised weapons, she payed them no heed as she bolted forward towards her goal.

She screeched to a halt as she now stood directly in front of the imposing structure. Her horn glowed a brilliant purple as she tried to muster up enough energy to destroy the arch with one spell. Her eyes glowed with magical energy as she levitated into the air. She was in the same magical state she had been when she had her try-out at Princess Celestia's School for Gifted Unicorns. She was hardly in control of her magic, as she was showered in a rain of magical energy from what seemed like the weapons of a hundred guards. Many of them did nothing, merely bouncing off of the magical barrier that had formed around Twilight.

A second orb of magical power formed next to the one that had been in the arch to start with, only the new one, fueled by Twilight's unharnessed magic grew rapidly and began to converge with the other. The original seemed to almost attempt to fight to fight Twilight's untamed spell of before breaking into the still growing orb of magic. The two energies broke and sent off a massive discharge of magic, destroying the arch and filling the room with an explosion of magical power. Twilight's magical state was broken as she was sent crashing tot he ground and knocked out cold on the ancient floor.

= = = = = = = = = = = = = = = = = = =

Gates emerged from the thick vegetation of the Everfree Forest. He wasn't sure how long he had been knocked out in the darkness of the forest. He hadn't even remembered waking up and making the journey out of the forest towards Canterlot. All Gates knew was that he had made up his mind about Spark and defeating the Triumvirate, what was left of it at least. He would keep fighting. He would fight the way Rampart and Lucy had. He would keep fighting until they could be together again. For real this time. "When all of this is over, we can be together again, one way or another...we'll all be together again." Gates' eyes were cold and determined, he knew his goal now. He knew exactly what he had to do to actually win this time. Win the way he never had before.

Gates picked up his pace as he ran up the winding mountain trail to Canterlot that was used mainly by the Elite Guard to get in and out of Canterlot without attracting too much attention before the war. Gates figured that Briggs would have let him know if the path wasn't clear, it was basically assumed between the elites when talking about entering or leaving Canterlot that this would be the path used. Gates knew that he would be safe traveling here for at least the time being.

He came to a small collection of large rocks not far after reaching the apex of the path and now merged with a more common path used by ponies traveling in Canterlot. Gates stepped between the rocks and found Briggs sitting on a small log, concealed in the tight space between the rocks, just where they had planned to meet up.

"I was starting to wonder if you were gonna show up," Briggs greeted Gates, standing up as Gates walked into the small shelter," I've never known you to show up late. What kept ya?"

"Ran into a little traffic," Gates said smoothly, not willing to express what had actually kept him from arriving at their planned time," don't worry about it though, I've got it all taken care of." He wasn't lying this time. He actually did have everything taken care of, even if he didn't have all of to completely taken care of just yet. 'Soon enough' Gates thought to himself.

"Well, I'm glad I won 't be going this one alone," Briggs said reluctantly," security's tight, especially with the execution in the morning. or...a few hours; I'm not sure if you can call it 'morning' if the flanking sun never sets anymore..."

"That's why we're here right?" Gates replied," win this fight so the sun can rise and fall the same as before."

"I suppose it is," Briggs said thoughtfully," this is gonna be one heck of a fight though. even if we make it to Spark, who's been holed up in the throne room during most of the time he's here from what I can gather. We'll be pushed right to the edge already, having to fight him after all of that makes me wish we had just a few more ponies... just a few."

"Wish all you want," Gates said wryly," you'd be a foal not to wish for more help in something like this, but we don't exactly have that luxury, now do we?"

"No we don't..." Briggs replied grimly as his attention shifted to the task directly in front of them," first things first, we have to get into the castle. Getting close shouldn't be much of an issue, considering we should be able to blend in pretty well with the civilians. We're flanking lucky they haven't turned the whole city into a prison, they're letting life go 'just as it did before.' It's a flanking joke that they call it freedom." Briggs went on to explain all of the new laws Spark had put in place in order to maintain "Peace and Order."

It was completely ridiculous, Gates thought, that Spark had explicitly used the term "Peace and Order." If he wanted to maintain peace and order, then he wouldn't have started a flanking war. "And I thought Spark was smart..." Gates said under his breath as Briggs went on explaining the plan.

"Bottom line is, getting there is the easy part. Once we're inside... that's another story. Security inside is ten times worse than we could have expected with the execution in a few hours. They know somepony's coming, hopefully they don't know about our concealed routes through the castle." The guard had an elaborate series of hidden passages running throughout the castle that made it much easier for them to move about withing the palace. They started a few rooms into the building and didn't run too close to the throne room or the princesses' quarters so that anypony who may have stumbled upon the pathways wouldn't be able to get too close to the royal princesses. In hindsight, those precautions did them little good when the entire castle was overrun by the enemy, but Gates thought little of it. There was no way they could have seen the sucker that was the Triumvirate coming in from out of nowhere.

"My guess is we head for the...dining hall once we're inside?" Gates asked, already knowing that he was right. All of the elites knew the castle inside and out, while it would take some ponies up to an hour just to get from one end of the castle to another, it could take an elite no more than twenty minutes to go through every room in the castle," then after that we could just head to the exit from the tunnels closest to the throne room, not far from Canterlot Tower."

"Not bad, rookie," Briggs said as he stood up and turned towards the opening in the stone pillars they were concealed in," the rest of the plan seems pretty self-explanatory from there on out." Gates nodded as the two ponies began to head out. "Good, let's go."

= = = = = = = = = = = = = = = = = = = =

There was a sound of thunder as Twilight lay on the ground, barely grasping with consciousness after the explosion. She was finally coming around when she she saw yet another magical blast above her head. Small rocks and other pieces of debris fell from the ceiling, stinging her her slightly as some hit her weak body. Twilight tried to get back to her hooves, and began to fall before being grabbed by a set of hooves, holding her up. "This is it," twilight thought," they caught me, this is the end for me."

"She's up! She's finally up!" shouted a voice that Twilight would know anywhere. Pinkie Pie. "Fiery come quick!" Twilight could hardly keep up with what was going on around her. Magical bolts of energy whizzed through the, air coming from the same kind of staff Gates had used. Twilight found herself surrounded by several ponies, some she recognized, and others she didn't. The dazed unicorn wasn't given much chance to look at anything else around her except from the two pink ponies standing over her.

"Twilight!" Pinkie shouted happily," are you okay? We were super-duper worried about when we found you like that! When we saw you we just knew it was you who saved us!"

"I'm- I'm fine," Twilight said half-lying, " what's going on? How did you get here?" Twilight couldn't figure out what had happened to cause the chaos around her, the last thing she remembered was being blown back into a ruined pillar behind and then hitting the ground. Hard.

"You don't know?" Pinkie asked whimsically," how could you NOT know what happened silly filly! You're the one who started all of this. I swear Twilight, for somepony who studies so much you sure are a big Forgetty Forgetterson."

"Pinkie," Firefly interjected," she was knocked out. As in, she won't remember anything that happened since the explosion."

"What happened?" Twilight demanded," the last thing I remember was being knocked out, how did all of this happen?" The fight around them continued to rage on. Ponies were hiding in the cells that had kept them in captivity for weeks to stay clear of the fighting. Groups of freed soldiers gathered and charged at the castle guards. Twilight looked at the ponies surrounding her, forming a perimeter around where Twilight was lying. She saw her friends, everypony including spike. It was a huge relief for Twilight to see all of them together again, even if they were caught in a massive military battle. Then, there were a few other ponies around her, a few of Celestia's guards who hadn't even had their armor removed when they were thrown into their cells, along with another purple unicorn, his horn glowing luminously as small bolts of lightning shot out of it at the Triumvirate soldiers.

"We don't exactly have time to talk," Firefly said quickly," basically, when you did... whatever you did, to destroy that arc, all of the spells on those magic blocking harnesses sort of died out. And when ponies like Leo and Vinh got their chance, they didn't blow it. They got almost everypony out of their cells and rioting."

"How did destroying that arch cause those spells to wear off?" Twilight asked, seemingly ignoring the bedlam around her.

"My guess is it was channeling the magic through somepony else or something like that," Firefly responded, ducking to avoid being hit by a ball of fire that was lobbed through the air by one of the guards. Twilight looked around her,she was surprised she hadn't noticed it before, even amongst the chaos of the fighting. Although it was hard to tell if either side was winning the fight, one thing was now painfully obvious to Twilight. There were no portals, which meant somehow Firefly was right.

"Look, Leo can explain it better than I can, but we can deal with that later," Firefly continued quickly as she stood back up," right now, we have to win this thing. Where's Gates?"

"Gates?" Twilight was caught off guard by the question," he and Briggs went to Canterlot to save Princess Luna, they should have gotten to Canterlot hours ago."

"Canterlot?" Firefly remarked," hay, I was hoping he would be here. This changes a lot, they're gonna need some help. Leo!" Firefly called as the pink pegasus flew over to where Leo stood fighting. "Leo, Gates and Briggs are in Canterlot trying to stop Luna's execution."

"They went alone?" Leo asked ducking behind the same pillar Twilight had crashed into after the explosion," there's no way that they're gonna make it out of there alive if they don't get some help fast. We've gotta round up the elites and get there, and fast."

"And just abandon the fight here?" Firefly responded," if we just leave, what in the hay is gonna happen here?"

"We'll go," Twilight said motioning to herself and her friends, but she could tell by the look on Leo's face that he wasn't going to leave the lives of Gates and Briggs in the hands of six civilians he hardly knew.

"There's no way that I can-" Leo began to say before Firefly cut him off.

"Leo, I think you should consider this one," firefly interrupted," they've already proven that they can handle themselves, and they managed to make it this far and save our flanks on more than one occasion."

"I don't know..." Leo said warily," they'll be going up aginast an entire army, possibly even more soldiers than there are here."

"You can't stop us," Rainbowdash added as the other five friends nodded along," Goldie is our friend and we're gonna help him, whether you tell us we can or not." Leo looked at the six friends, eyes blazing, determined. He knew he wouldn't be able to talk them out of it. He had seen the looks in their eyes before in his own soldiers, he knew that he couldn't talk them down.

"Fine..." Leo said reluctantly as he turned to Firefly," but you're going with them. I need somepony I know can get things done." Firefly nodded and saluted Leo as he continued giving out orders," you need to find something you pegasi can fly your grounded friends to Canterlot with. We don't have time for you to walk. When you get there, you need to find Luna, whether she's still alive or not. My guess is if Spark is holding her anywhere, it's in Canterlot Tower; you should know how to get in Firefly. We don't have much time so you need to go now."

"Yes sir," Firefly replied sharply before the seven ponies turned to leave," but what about you?"

"Just go, and don't worry about me Firefly," Leo said as he looked off and saw Dauphin standing and fighting near the main entrance of the palace," I've got a score to settle."

= = = = = = = = = = = = = = = = = = = = = = = = = = =

Two hours later...

The first part of the plan had went perfectly. Gates and Briggs had gotten all the way to the secret tunnels without being detected; it was the kind of stealthy operation even Vinh couldn't have pulled off. But at this point, they weren't just going to sneak by the guards patrolling the halls outside the throne room. The area around the throne room had intentionally been designed to have very few places to hide in without being easily seen.

Briggs and Gates stood behind the legs of two statues on either side of the corridor, providing feeble cover, but just enough to get a drop on the four guards heading there way, scouring the area for any potential threats.

Briggs gave a signal as they walked between where the two ponies hid, a she streaked out of cover and into the side of the guard in front of the pack an began grappling with him on the floor. Gates hopped down and deftly swung his swept the legs out from one guard, spinning and hitting the next in the chest, knocking the wind out of the surprised guard. The third rose a staff and began to swing at Gates, but he parried the attack and spun his staff on it's brace, lashing it out at his adversary's jaw, knocking the guard out cold. The gray pony turned to face the first guard he had faced, as he swung at the underside of it's belly, knocking it a few feet in the air. Gates ran underneath the flailing soldier and held his staff vertically underneath him, shocking him badly as he fell on top of his and stayed hanging from it as he fell. Gates looked behind him and saw the last guard starting to stand back up; Gates quickly kicked him in the jaw with one his hind legs, knocking him unconscious.

Briggs motioned to Gates to follow as he ran towards the throne room, leaving the four guards unconscious behind them. They came to the massive doors leading into the throne room where Spark waited, preparing for his execution of the moon princess. Briggs shot towards it, flying through the air and kicking the door open in the same fashion he had kicked Hazel into the portal just a day before.

The two ponies rushed in, ready for the fight of their lives, but found only spark, standing alone hunched over a table looking at a few papers. The unicorn turned and faced the two elites, now approaching cautiously.

"I knew you would show up here eventually," Spark said as he faced the two ponies," I told Gyro repeatedly that he would so much more to stop you. Sure enough, he didn't listen, too flanking headstrong."

"Save the speech, spark," Gates said, his staff ready to strike if necessary," we had a heck of a time getting here, I don't feel like listening to you ramble on for ten minutes about nothing."

"You can't even humor me?" Spark said smoothly," I can tell you two don't plan on letting me walk out of here and letting me sit in a prison for the rest of my life. The least you can do is understand my point of view in all of this."

"Right," Briggs replied," you sure gave everypony else a chance to talk, I'm sure you had every intention of hearing Luna's story before you killed her."

"I assure you that-"

"Gates, shut him up," Briggs cut spark off as Gates leveled his staff and fired a bolt of energy at Spark's hooves," Spark, you've been doing a lot of talking about a 'better Equestria.' Good news is, it's about to be one hay of a lot better. Bad news... well, I think you can figure that one out."

"You think you're doing Equestria some greats service by killing me, don't you?" Spark asked, unwearied by Briggs' threats," have you ever stopped and considered that maybe you're on the wrong side? Considered that maybe what I'm doing actually is what's best for the ponies of Equestria?"

"You're completely right," Gates scoffed," the people have been clamoring for a civil war for years. Great flanking job." The two ponies slowly stepped towards Spark, who continued his speech.

"Think about it," Spark went on," yes, Celestia and Luna were powerful, but they were too afraid to use that power. They relied on ponies like you to fight off the dangers of Equestria, and chose to act like they weren't there,sitting on their thrones in their perfect little world. Look what happened when they had to sue their power when we attacked? They couldn't even stop three ponies who weren't even close to as strong as them. You're all-powerful rulers turned out to be weaker than anypony, letting their feelings get in the way of saving their people." Gates and Briggs kept backing Spark up towards to the broken throne before Briggs stopped and stared at Spark in anger.

"They let you down," Spark continued," but that won't happen with me. It's a flanking shame that you have to do this. Of course, I understand completely. You have to do what you think is right." Spark turned and looked out the shattered window next to him at the red sun, burning in the western sky. Gates noticed Briggs wasn't next to him anymore, and now stood a few steps behind him staring at the ground.

"Briggs?" Gates asked, stopping as well," Briggs?"

"He's... he's right," Briggs said in disbelief," He's been right all along..." Briggs started to walk towards Gates, his eyes cold and his expression solemn," This is the only way we can be together...”

“What? Briggs?”

“I’m so sorry Gates.”

"Briggs..." Gates aid as he leveled his staff and began backing away from his friend. Briggs charged at Gates as the gray pony tried to back away," Briggs!"

Leo ran through the smoke and debris, eyes focused on Dauphin, who had caught the purple unicorn in the corner of his eye. The two approached one another, Leo only gave Dauphin a cold look. There was no way he could even speak to his former leader, he just wanted to end the whole thing.

The two unicorns circled around slowly as they came closer. The two had known each other’s fighting styles perfectly, had them wired into memory. Leo sized Dauphin up, remembering old faults and trying to figure out if they were still there or not. He was certain Dauphin was doing the same thing.

Leo knew that Dauphin was basically unmatched in raw magical ability, and no one had known as many offensive spells as him. But there was one area Leo was always more skilled in: creativity. The dark-purple unicorn had always had a knack for using the environment around him to his advantage. He shot his eyes up and found a small series of cracks in the damaged ceiling. Dauphin took the opportunity and fired several bolts of lightning from his glowing horn. Leo blew a hole in the ceiling with a simple destruction spell, sending dozens of large rocks plummeting towards the floor around Dauphin, blocking several of the bolts.

Leo rolled to the ground, dodging the few wild bolts of lighting. The unicorn got back to his feet quickly and let a ball of fire fly from his horn at Dauphin, who was just shaking off Leo's last attack. The white unicorn formed a magical shield in front of himself and stood his ground while the flames washed over the edges, singeing him for a few seconds.

Dauphin turned his shield into a battering ram of magical power, running it into Leo, sending the purple unicorn flying through the air. He recovered quickly as he shot a single bolt of lightning at Dauphin, who blocked the attack with a similar offensive spell. The two streams of magical power seemed to lock into one another for a few seconds before letting of a large explosion at their converging point.

The two soldiers flew back through the air and skidded across the debris-covered floor. They both took a few moments to gather themselves as they recovered from the explosion.

"I want you to know," Dauphin said weakly, knowing that the fight would soon come to an end," I want you to know I never wanted things to turn out this way."

"You make it sound like you didn't have a choice," Leo replied as he got back on his hooves," you never had to betray your friends. We could have beaten this. But no, you chose leave behind everypony who cared about you in exchange for power. We took an oath to serve Equestria D', and you just threw that away."

"I did what I thought was best for Equestria," Dauphin said," whether you like or not, deep down, you know that I really did do what was best for Equestria and her people."

"No," Leo said as his horn began to glow," you did what was best for yourself." He fired a beam of energy at Dauphin, hitting the white unicorn square in the chest, sending him hurtling towards the eastern wall of the room by a collection of cells. Dauphin turned to fight back, but found the gated door of a cell, swinging at him, locking his horn into place as it swung back into place, whipping Dauphin against the wall. Leo unleashed one final push of magical power, forcing Dauphin through the cell wall and into the cell, writhing on the floor.

Dauphin looked up at the damaged ceiling above him, remembering Leo's attack from earlier he said weakly," Bury me... you win. Just finish it... I'm done."

"I'm sorry, Dauphin," Leo answered as he walked towards the pile of debris where Dauphin lay," you told me not long ago that you would see this through to the end. And you're going to do that, all the way to the end. You’ve made your bed, now you have to lie in it."

"Just..bucking... kill me," Dauphin said angrily, barely staying conscious.

"I'm not going to live with having killed one of my friends," Leo said before making sure that Dauphin was knocked out," that way, there's still hope... for both of us."

= = = = = = = = = = = = = = = = = = = = =

Rainbowdash and Firefly stopped the chariot as it grinded to a halt behind the two athletic pegasi. Twilight and her dazed friends stumbled out of the chariot after the roller-coaster ride that they were just on. Originally, Fluttershy had been pulling the chariot as well, but Rainbowdash and Firefly were two of the best fliers in Equestria, it was impossible to expect Fluttershy to be able to keep up with both of them.

"I know we're in a rush and all," Rarity said as she nearly fell hopping out the crowded chariot," but do you THINK the barrel rolls were necessary?"

"Heh, sorry girls," Rainbowdash said as she unhooked the harness from around her," it's pretty rare that I get the chance to fly with somepony who can actually keep up with me."

"Likewise," Firefly said as she scanned the area for guards, they had landed on a balcony not too far from Canterlot Tower, her and Rainbowdash were fast, but it wouldn't be too long they could stay undetected," all work and no play."

"Maybe sometime when this thing is over you two can fly together," Twilight said as she pushed the glass doors open and the seven ponies galloped into the castle halls.

"I'll keep that in mind," Firefly replied as she motioned for the others to follow her down a the hallway leading to a spiral staircase that lead to the entrance of Canterlot Tower, " we need to move fast, once they find that chariot, the whole palace will be crawling with guards."

"Well that's just super-duper," Pinkie said sarcastically," those guys are always just a barrel full of laughs."

"Well if there are more ah those guards," Applejack drawled," i reckon' that we'll be seen one hay of a lot more ah those portals."

"Luckily, that's not a concern anymore," Firefly explained as they made their way up the staircase," thanks to Twilight's little explosion, we won't have to deal with those anymore." As the seven ponies came to the apex of the stairs and walked towards the entrance of the foyer of Canterlot Tower, they froze as they were met by dozens of guards, staffs leveled and ready to fire.

"How did they know we'd be here?" Twilight asked in a panic as they ran down into the foyer, slamming the massive doors behind them and barring it with a few spears pieces of metal from broken statues.

"No clue," Firefly responded, the guards outside beat on the door savagely, collectively trying to force it open like a battering ram," but there's nothing we can do about it now. Come on, we need to get this door open." The seven ponies searched the room for a way to break the lock on the door. Twilight eventually began trying to open the door with her magic, but it was to no avail.

"You don't think we'll need to find a key or something do you?" Rarity asked as the braces on the door behind them began to break.

"We shouldn't," Firefly said, looking that the hinges on the door," and if we did, then there's no way that we'll be able to make it." Her eyes remained fixed on the hinges of the door as an idea formed in her mind," Twilight, do you think you could do anything about removing those hinges?"

"The hinges?" Twilight asked as she figured out what Firefly was asking," not a bad idea, let me see what I can do." The stress on the door they had come in through became greater and greater with every second, the guards trying vigorously to break in.

"Well whatever ya do," Applejack remarked, eyes on the door," do it fast, Ah reckon' we've got less than a minute before those guards get in here." Applejack barely finished speaking before the doors burst open, slamming against the walls and unleashing a salvo of bolts from the multitude of staffs wielded by the guards. The seven ponies moved behind two pillars that stood on either side of the door they were trying to open. Twilight continued to try and break the hinges off of the doors. Applejack kicked the pillar she stood behind, knocking a few decent-sized rocks off. Rarity threw them at the guards on the far side of the room, trying to keep them from getting too close.

"Is there anything we can do, Firefly?" Rainbowdash asked as she floated above Applejack and Rarity.

"There's no way in hay we can fight all of them, I'm not as good of a fighter as Gates and Briggs are," Firefly responded," Twilight, it would great if you could get that door open."

"Just one second..." Twilight said as she pulled the final bolt from the hinges and let both drop to the ground," come on, girls. Let's push this thing down and get out of here!" The seven ponies all pushed on the door, but it didn't budge.

"Twilight," Rainbowdash asked quickly," are you sure you got everything?"

"I'm positive, this doesn't make sense, it-" Twilight stopped when she noticed Pinkie Pie shaking, "What is it Pinkie?"

"Ear-flop...eye-flutter... knee-twitch..." Pinkie Pie said slowly, while the guards behind them advanced cautiously.

"That means..." Applejack pondered," everypony get down!"

"Wait, what?" Firefly asked before Applejack brought her to the ground.

"Just do it!" the orange mare yelled as the ponies hit the ground. Barely a second after Applejack and Firefly hit the ground, the doors burst open next to them, sending the massive metal door flying at the guards, knocking many of them out. Plumes of smoke came from the hole that the door once stood in. The seven ponies opened their eyes after the blast and couldn't believe what they saw before them.

Princess Luna.

= = = = = = = = = = = = = = = = = = = = = =

Briggs rolled to the ground as Gates blocked his advance. The brown pegasus took to the air and tried to flank Gates, but was knocked down with a deft swing of Gates' staff.

"Briggs," Gates said slowly," you don't have to do this. Just calm down for a second."

"I'm sorry Gates," Briggs responded as he got back to his hooves," but he's right. We have to do what's best for Equestria. Whether you can see it or not. I'm doing what's right." Briggs didn't give Gates a chance to reply. He streaked towards the gray pony, bringing him to the ground with a nimble yet powerful kick.

"Flank it, Briggs," Gates said as raised his hoof into his jaw and then brought the staff in his other hoof down on the back of his neck. Briggs grabbed the staff in his hooves, through the pain of being shocked he lifted it and slung Gates across the room.

Briggs began to fly towards Gates quickly. The gray pony dug his staff into the ground and held it outward, facing Briggs. The pegasus hit the staff square in the chest, sending him spiraling out of control,and breaking Gates staff in two.

Briggs struggled to stand back up. "Briggs, this is over. You can stop, it doesn't have to be like this," Gates pleaded with his friend to stop, knowing that there were only two ways this could end.

Briggs only shook his head and charged at Gates once more, Gates simply threw the weakened pegasus to the ground. Gates walked over to Briggs' almost motionless body, and looked down on his lost friend. "I'm sorry..." Briggs said weakly.

"Me too," Gates said as he raised his hoof into the air and drove it into Briggs' jaw, knocking the shattered pegasus out cold. Gates turned to Spark and steadily made his way towards the unicorn who had been watching the spectacle. "Alright, Spark," Gates began," let's finish this."

"Impressive," Spark remarked, noting Gates' fighting ability," it's a real shame you couldn't have been on our side, you would have made an incredible asset. But I can see there's no convincing you. So if you want to finish things. I won't deny you that." Gates charged at Spark, who fired a bolt of magical lightning at Gates, trying to trip him up. Gates tucked and rolled, avoiding the strike and shoulder checked Spark hard, knocking him to the ground.

Spark got back to his hooves and summoned a massive orb of energy and hurled it at Gates. Despite his best efforts, the earth pony was unable to avoid being hit by the attack, and was singed by the magical force. He shook of the pain and kept fighting with all the energy he had left. He dove at the unicorn and brought Spark to the ground once more. The unicorn did his best to spar with Gates hoof-to-hoof, but was severely outmatched without magic. Gates swept out Sparks two forelegs from underneath him, spun and bucked him in the chest, sending him skidding across the floor of the throne room.

"So," Gates scoffed," have you had enough?"

"Not yet," Spark replied as an idea came to his head. He summoned an illusion looking just like himself and made it appear to charge at Gates, while he followed close behind. While Spark knew the illusion couldn't actually harm Gates, he had a good feeling Gates wouldn't know that, leaving him susceptible to an actual attack.

Gates went back on his hind legs as the illusion came to him and drove his two forelegs into the image as it vanished. He turned his head and saw Spark charging, horn pointed down. He didn't try to fight it, he knew there was no way out now.

Spark drove his horn into Gates' side just below his ribs, he hefted the earth pony into the air and tossed him to the side of the room. Gates hit the ground and slid into the wall in between two shattered windows looking out into the sapphire sunset.

"Now we're done," Spark said as he looked out into the blazing sunset, leaving Gates alone while he bled, life flashing, crimson on his side.

Gates could barely make out the shapes in front of him as vision blurred red. He knew that he should have been in pain, but yet, he wasn't. He only felt... acceptance. This was what he knew would happen, Gates knew he would end up like this. To end up like he should have so many years ago, lying alone, cold, and bleeding. Dying the way was destined to. Damned to face the same fate his friends had. At least now they could be together again.

Gates felt something in the back of his mind as he lay dying. Hope. He couldn't see much. He knew he was hallucinating after what had happened. He was losing a lot of blood, and he knew that this was one of the side-effects of his brain shutting down. His eyes flashed as he saw his friends, standing before him. But it wasn't Rampart of Lucy, the six ponies who he had met only a short time ago stood looking over him. He felt a flurry of emotions wash over him. He was sorry he had to leave them behind, but in the same sense, he wouldn't be able to let him down anymore. Gates knew they would be better off without him. The whole flanking world would.

There was more flashing as he felt himself being lifted up. "This is it," he thought," this nightmare is finally over." He seemed to float across the floor where he had lay. He had fought so hard to help them all, and now he was actually going to do them some good. The only thing he would ever do that actually makes their lives better. He had finally won.

He felt himself leave the room as there was one final, brilliant flash of light. This was the end. He was going back. He was going home.

= = = = = = = = = = = = = = = = = = = =

A thick cloud of mist covered the shining lake. The sun shone faintly high above through the thick, gray clouds. The light snow crunched under his hooves as Gates walked towards the place where his two friends had stood for years.

"Hey," he said as he walked past the two ponies now standing behind him," I came back. Just like I said I would."

"Why?" Lucy asked softly as Gates stared down at his reflection in the tranquil lake. Gates looked into his own eyes in the reflection. He looked different than he had before. He knew he hadn't changed, but he knew he wasn't the same.

"I don't remember it ever getting this cold here," Gates said, seeming to avoid the question.

"It doesn't," Rampart replied," why would you leave?" Rampart added to Lucy's question as he walked up to his friend's side.

"I never wanted to leave," Gates explained," but I came back. So we can be together again."

"I told you," Rampart said in the same tone he always had," we never left. We've always been together."

"No, not like that," Gates returned," be together for real. The way we sued to be."

"But why did you leave them?" Lucy asked, breaking the silence that had held for a few moments but felt like an eternity," they needed you Gates."

"Who did I leave?" Gates asked confused and slightly annoyed. He had done all of this to make them happy. To make things like they were before. And now they were fighting him. Again. This wasn't the way it was supposed to be.

"Tell me Gates," Rampart said, answering Gates' thoughts," has anything lately been the way they should be? Do you really remember us like you have been these past few years?"

"We loved you, Gates," Lucy added," the way you remember us, it seems like you've forgotten that."

"I know you did," Gates tried to make his friends understand," I felt the same way. That's why I came back."

"Maybe you've been here the whole time..." Lucy said as she turned and walked away, disappearing into the gently falling snow.

"What in the hay is that?" Rampart said as he turned around and looked at the stones behind them.

"That's me," Gates said softly," like I said, we can all be together again."

"So," Rampart walked up to the headstone and wiped the thin layer of snow off of the stone's face," looks like you've been here longer than you thought."

"I don't know how long I've been here," Gates said as he leaned up against Lucy's headstone," maybe I died a long time ago."

"Maybe you did," Rampart said lowly," you lost yourself somewhere a long time ago. That's for flanking sure."

"I don't remember you ever swearing, Ram," Gates said wryly, changing the subject.

"I don't remember you as much of a fighter," Rampart replied," funny how things change, isn't it?"

"Bucking hilarious," Gates said sarcastically," so, now what? We just, fade off into the distance?"

"We could do that," Rampart said as he walked and looked down at his own grave," it's up to you. It's never too late to go back."

"A day doesn't go by where I wish that could happen," Gates replied, looking back up at the sun, faintly shining through the thick clouds overhead," but I'm just too far gone."

"Like I said, that's for you to decide," Rampart said before leaving Gates alone," so, what's it gonna be?"

= = = = = = = = = = = = = = = = = = = =

Spark crashed into the stairs leading up to the broken throne. He rolled down the stairs below and hit the ground hard. The weakened unicorn looked up and his eyes widened as his heart darkened. He couldn't believe his eyes.

Princess Luna stood in the door way with the seven ponies who had come to her aid. He slowly got back to his hooves and prepared for a fight he knew he would lose.

The eight ponies ran through the door and came to a stop in the center of the throne room, looking around them for Gates and Briggs.

"Holy flank," Firefly said in horror as he eyes fell upon Gates and Briggs lying motionless on the floor," we have to get them out of here."

"Go," Luna demanded," I can take care of things here. Just make sure they make it out of here alright."

"You got it," Firefly said as she waved for her friends to follow," let's go girls...You three carry Gates out of here, we'll take Briggs..." The ponies ran to the far end of the throne room. As they went further away and eventually left the room, Luna couldn't tell who said what, but he picked up certain things that made her uneasy. She saw the gray earth pony bleeding as he was carried away by his friends. Luna felt herself being filled with anger and hatred. But she calmed herself, remembering what she had to do.

Spark's horn glowed faintly as he tried to cast a spell, Luna quickly summoned a dark cloud above spark and let a magical bolt of lightning come down under Spark's hooves. The wounded unicorn was blown high into the air, high enough to hit the ceiling and come falling down. Luna kept Spark from hitting the ground below, holding him up with her magic just a few feet above the ground. Making sure that the fight would end before it even started, Luna slammed Spark into the floor, shattering the ceramic floor where he hit. The broken unicorn crawled away from the moon princess, trying to delay the inevitable. Luna approached Spark and stood, towering above the unicorn lying on the floor.

"So, this is the end for me," Spark said reluctantly, accepting his fate," let's just get this over with."

"I'll decide when we're done here, Spark," Luna said lowly as she sat down next to the static unicorn," tell me. Do you regret it?"

"I think we both know the answer to that," Spark said with a few weak coughs," of course I don't regret it. I know what I was doing was right. Whether you or anypony else sees it as that. So save your lectures, you aren't going to make me 'see the error of my ways'."

"Don't worry, Spark, I already gave up on that," Luna remarked," but there is one one thing I'd like to try to get you to understand."

"I don't think you heard-" Spark began to say before Luna interrupted him in the same manner he had during his talks with her.

"A few days ago, you told me all about how powerful fear is. How it's more powerful than any magic you can find anywhere. More powerful than anything," Luna said as she looked out at the burning sunset," I don't blame you for not figuring this out. It took me over a thousand years to piece it together. But you're wrong. Fear isn't even close to the most powerful weapon in the world. It doesn't even come close. It's something so simple. Something that fuels ponies to put everypony else ahead of themselves to help the ones they care about. Love. You forgot about love. So did I, so did nearly everypony. But in the end, that's what brought you down. I don't know if you lost sight of love a long time ago, or simply never had it. But sure enough, for those who have it in their lives, it was the only thing that lead to your downfall. Those ponies who beat you, that's what kept them going. That's what made them so impossible to stop. Love. It really is an amazing thing..."

Spark's eyes closed as he exhaled deeply," that was nice and everything, Luna, but I don't think that will be helping me much now."

"It's never too late, Spark," Luna soothed, knowing her efforts would be useless.

"For me... For me it is," Spark replied," and now I have to spend the rest of my life in a cell, remembering how it's been over since the start. You understand as well as anypony what that's like. Frankly, I think I'd rather just end it all now."

"I'll tell you what," Luna said slowly," I'll let you make that decision. I know exactly what it's like. I wouldn't damn my worst enemies to that fate. So it's your decision, I'll let you choose your own fate."

Spark sighed as his horn began to glow lightly," I guess that's all anypony can ask for isn't it? We both know what my fate is, Luna." Spark's horn began tog low brighter.

"Yes," Luna said as she began to walk away, sparks horn glowing brighter than it ever had before" yes I do.”

“Goodbye, Spark."

Spark's horn shone brighter than it ever had before, Spark sent forth one final surge of magical energy as he cast his spell. He took a final look at the golden sunset, before a new light took over his vision.

The brilliant white flash of light was the last thing he ever saw...

"Just one more..." Twilight said triumphantly as she levitated an old book onto the newly organized shelves of the library," there! And it only took four days! I told you we'd get it done within the week. Spike?" The purple unicorn turned to see the baby dragon fast asleep on the floor. Twilight had insisted that the first thing they do after returning from Canterlot was clean up the mess that the soldiers had made. Twilight laughed to herself as she threw Spike's small, powder-blue blanket over him before leaving the library," sweet dreams, Spike."

Twilight walked out into the bright sunlight and soaked in the warmth. She promised herself she would never take day or night for granted again after seeing the sun hang in that same place in the sky for nearly two months.

She trotted through the town, looking happily upon the clean up that had ensued since the end of the crisis. Things were coming along remarkably well, especially considering it had only been a few short, days before Celestia and Luna made an official declaration that the war had needed, although it had truly ended about a week earlier when the rebels were thrown in jail and Spark disappeared.

Twilight walked through the doors of Sugar Cube Corner just as the last of the store's new windows were put in. The unicorn found her five friends sitting around a table in the still slightly messy shop. She joined them as Pinkie laid an assortment of sweets in front of the six friends.

"I'm surprised I was even able to fix such a mess," Rarity continued with the story she had been telling before Twilight arrived," those Triumvirate types truly had no respect for beauty. Even that armor of theirs was completely lacking in any kind of style. I can't imagine if they had won; having to look at those dreadful uniforms for years."

"Yeah," Rainbowdash joked," because that is definitely the worst thing that would have happened if they had beaten us. I mean, spending our whole lives in prison is nothing compared to ugly uniforms."

"Actually," Pinkie Pie added happily," I kind of liked being in that jail. It gave me plenty of time to plan super-duper funtastical parties. I just don't have to for it normally." Her friends stared at her in disbelief, not able to comprehend how anypony could actually find enjoyment in being in jail.

"You're kiddin'," Applejack said, breaking the silence that had held in the air for a few seconds," y'all have got to be pullin' our hooves."

"Nopey dopey," Pinkie Pie said as she pulled a large blue tube out from under the table," I mean how else would have I had time to plan the 'Re-opening of Sugar Cube Corner Party'?" Pinkie pulled a small rope at the back of the tube, and a plethora of party decorations shot out of the open end of the cannon, covering the room perfectly with festive decor.

"Pinkie Pie, you are so random," Rainbowdash said as the six friends laughed.

"So Twilight," Fluttershy asked," have you written a report to the princess yet? I'm sure she would have loved to about what happened to us while she was locked away."

"You know, I haven't written her a letter yet. Mainly because I couldn't think of anything I learned from all of this," Twilight looked at the rest of their friends and smiled," but I think now is as good a time as any. I think I know what we got out of all of this." Twilight reached into her saddlebag and pulled out a piece of parchment, a quill, and a bottle of ink and began to write.

"Dear Princess Celestia..."

= = = = = = = = = = = = = = = = = = = = =

One week later...

Leo looked out at the moon from the window of the Elite Guard's new barracks, in the re-purposed Canterlot Tower. He was more tired than he could ever remember being before. It had been a long few days. Being assigned as the new head of the Royal Pony Sister's Elite Guard. It had been a long week just adjusting to the new responsibility, on top of losing three of his best ponies.

He still cringed when he thought of Dauphin. Leo just couldn't believe he would betray them like that. And Gates...

His thoughts were interrupted by a pink pegasus walking up next to him. "Something on your mind, boss?" Firefly asked as she looked out the window with Leo.

"Just... reflecting on how we ended up here," Leo answered," we barely got out of this one alive. To be honest, I didn't think we could pull it off."

"We've had our fair share of close calls," Firefly replied with a small chuckle," but you're right. This one was by far the worst. I mean we just barely kept it from slipping away. I mean Briggs-"

"Thank Celestia that it came out that he turned on us at the end there," Leo interrupted," who knows what would have happened if he had been able to stay out of jail. Hay, we could be in the same situation not too far down the road. I can't believe either one of them could do that. Don't know how we'll get by without them."

"We lost a lot," Firefly remarked," but I have a feeling we'll be fine. Even if we are three down. They picked you for a reason Leo."

"I guess we'll find out if they made the right call," Leo said with a deep sigh," still, hard to believe he's gone."

"He did what he had to do," Firefly soothed," Gates was a good soldier. One of the best. It's a shame he had to go. But somepony like that, they don't just go away that easily."

"No they don't," Leo replied," with or without them. We aren't done. Not yet. We've still got a lot ahead of us." The two ponies looked back at the remaining four members of the elite guard.

"And I mean hay," Firefly added smiling slightly as she stared up at the dark sky above," I can't complain about the ponies we still have around here."

"We could do a lot worse, that's for sure," Leo said as he took one more look at the moon before turning to get back to work," so are you ready?"

"Yes, sir."

"Good. Let's get started."

= = = = = = = = = = = = = = = = = = =

About a month later...

Warm sunlight washed over the rolling hills outside of Ponyville. The light just began to show through the windows of the small, mostly empty house. A small hay bed lay on the floor in the corner while a single chair sat next to a rustic wooden table in the center of the room. A cool draft ran under the door as the first chill of winter in Equestria started to come in.

It had been a long few months, but luckily, the events that transpired were starting to seem more and more like a distant nightmare than reality. It was something that nearly everypony wondered if it would ever happen. Putting it in the past wasn't going to be easy for most ponies, it was the kind of thing that stuck with you until the day you die.

But Gates had dealt with painful memories for a long time. A talent that he hated having to be so fluent in, but it was one he had learned to live with, if only recently.

"So," Rampart's voice rang through Gates' mind," you're finally back. It’s been a long time old friend."

"Yeah, I'm back," Gates said to himself looking out the window," and this time, I'm back for real. I see you're back to normal too."

"If by 'back to normal' you mean still dead and living in your subconscious mind, then yes, I'm back to normal," Rampart teased in the manner he had when the two colts were younger. Like he did when he was still alive," I guess somepony just can't live without us."

"Why would I want to?" Gates replied with a short laugh," it seems almost too perfect to me. The war veteran talking to the voices in his head." He knew he wasn't completely sane. He was far from it, but it was that small lack of sanity that kept him from falling out like he did in the Everfree Forest a few weeks back. He would get back what he lost all those years ago, the least he could do was embrace it and try to make the best out of it. That's what his friends would have done.

Gates left his house on the edge of town and began heading towards Sugar Cube Corner. The air still held a crisp chill but the warmth of the golden sun was slowly winning out in the battle for control over the fall air.

"So you're actually going to this one, eh?" Rampart asked as Gates walked along a small dirt path leading through Ponyville Park," looks like you aren't a complete downer after all."

"Well, I promised I'd go," Gates thought, making sure not to say anything out loud as there were other ponies in the park around him, enjoying one of the last fair days of the year," and I'm not gonna start off by making promises I can't keep. I made that mistake with you and Lucy; I'm gonna be a better friend this time."

"Good to hear," Rampart said as Gates made his way through the newly repaired buildings in Ponyville," you made the right choice, Gates. Coming back. You deserve a second chance." Rampart's voice began to trail off in Gates' head, a sign that Gates had learned that meant he wouldn't be "visited" by Rampart of Lucy for at least a short time.

Gates continued to make his way to Sugar Cube Corner, slightly dreading having to attend this party. Pinkie Pie had talked for weeks about this party. Gates' 'Get Well Party' for after after he was almost killed by Spark. Gates had done his best to avoid the parties that Pinkie threw following the crisis. He had nothing against parties or his friends, it was just that he wasn't completely comfortable celebrating what had happened. It wasn't the kind of thing Gates thought was all that glorious.

Regardless of what Briggs and Dauphin had done, they were still his friends. At least at one point they were, and throwing your friends into prison isn't something that was easy for Gates. They weren't they only two had had left behind when he chose to leave the Elite Guard. He left behind the ponies who had welcomed him in and made him the pony he was today. The same ponies who had risked their lives to save his on more then one occasion, and he had done the same for them.

Again, it wasn't that Gates had anything against them or their cause. He still held the Elite Guard and the Royal Pony Sisters in the highest regard, and considered them some of his dearest friends. Gates just didn't want to fight anymore. He had seen enough fighting and death for more than one lifetime. He wanted to try to live a normal life. The kind of life Gates would have lived he and his friends weren't attacked in the forest all those years ago.

So that brought him here, standing outside of Sugar Cube Corner, listening he faint sounds of laughter and music inside. A part of Gates really didn't want to go in. But he had promised his friends and Gates knew it meant a lot to them that he would finally attend one of these parties. Gates smiled as he walked towards the door to the shop. He would go in and find a way to enjoy himself, he wouldn't let his friends down.

After all, Gates never let his friends down. Never.