Discovering Friendship

by Saro0fdemonz

First published 21st of June, 2014

Twilight Sparkle, aspiring student of Princess Celestia has been tasked with the most difficult challenge a Magian must face. Making friends. Along the way she will discover what it means to truly be a friend and uncover a power unlike any other.

Twilight Sparkle, aspiring student of Princess Celestia has been tasked with the most difficult challenge a Magian must face. Making friends. Along the way she will discover what it means to truly be a friend and uncover a power unlike any other.

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Image by smilingdogz who without, this story wouldn't be possible.

Episode One: Nightmare Part 1

Several books hovered in the bright magical glow of her mentor, the Celestian smiled over at her as the uppermost marking upon her back began to glow.

A pair of elegant ethereal sun-yellow wings spread from her back as runes etched themselves into her body, the pencil she held shattering to pieces as she gave it a gentle squeeze. Just as quickly as she had witnessed the spectacle it was over. Her mentor stood before her just as she always had. Her white dress hugging her buxom frame.

"I-I don't understand." Twilight finally spoke up. Celestia chuckled softly.

"What you have witnessed is the powers that make up this world. The first you are quite familiar with. Magians, infused with Mana, that which holds all life together and the ability to channel this energy into great feats of magic. The second are the Avaros or as the prefer to call themselves, the Skyborn." Celestia smiled for a moment, watching her student. Her furious scribbling came to a stop, the young Magian glancing up from her notes to her mentor and offering a sheepish smile.

"Sorry." she mumbled.

"Not at all my faithful student. Its good to know you are paying attention. Now, as for the Avaros, they are born of the Elements. Of Air and Water." Celestia turned her back to her student, allowing her to gaze upon the winged tattoo that sat between her shoulders.

"In a way they are also born of Mana, as all things are, but not in the same way the Magians are. Avaros are granted that which no one else is." Celestia chuckled as she turned back around.

"Tattoos? But I have one." Twilight pointed out.

"No Twilight. That marking upon you is a part of who you are. Anyone knowledgeable of the different races would instantly recognize it as the Mark of the Ancients, the first Magians. But that is a topic for another day my faithful student." Celestia smirked, returning to the lesson at hand.

"The wings upon the back of an Avaros are a symbol of who they are and are also what allow them the power of flight. The most powerful of the Avaros can even control the skies themselves and twist the weather to do their bidding." Celestia paused for a moment, letting what she had said sink in before she moved on.

"The final of the three, but the toughest and kindest, are the Gaians. The Children of Terra, born of Fire and Earth." Celestia intoned, Twilight watching as the runes once more etched themselves into her mentors hand.

"Unlike the previous two, the markings upon a Gaian aren't so easy to see. And you are quite unlucky if you are given the chance to see them." Celestia said softly as the runes faded away.

"What do you mean?" Twilight gulped.

"In this instance I have willingly showed you this in order for you to further understand what I am telling you. The Gaians take care of the land and provide bountiful harvests that we would not survive without. But when pushed to the edge and when in great need, they call upon the great strength of the Titans from which their power was born..." Celestia held up a shard of the pencil she had held moments ago in her magic.

"And can perform amazing feats of strength. A single punch from a Gaian could shatter every bone in your body." Celestia warned. Twilight gulped again.

"What about you?" she asked softly. Celestia blinked in surprise.

"What of me, my faithful student?"

"You have the magic of a Magian like me, the wings of an Avaros, and the strength of a Gaian."

"Ah, you mean the Fourth Race. The one for which I am named after. The Celestians. We are born to be the Guardians of Terra, to defend and protect this realm from those who would wish harm upon it."

"We? There are others like you Princess?" Twilight asked. Celestia froze, hanging her head.

"Yes...we are few...but we are quite powerful in our own right." She said quietly. A shaky breath later she turned and placed her hands upon a small box.

"Twilight Sparkle. I fear you will learn more of my kind in the coming week than I would wish upon you. But this is a task I can trust only to you." she lifted the box, holding it out for her student.

"Take this with you my student, it will prove its usefulness in due time."

"Wh-where am I going?"

"A little town by the name of Eravil."

The train ride to Eravil wasn't long, but it seemed to drag on for ages. Twilight sighed to herself, looking at her bags out of the corner of her eye. Within them sat the box that had been entrusted to her. For what purpose was she being sent away? What was she suppose to learn so far away from her mentor? And how was she suppose to open that stupid box?

"Twilight, you need to relax." Spike said from beside her, setting his comic book down and focusing his attention on her. She gave him a half-smile and sighed.

"I-I know Spike, its just...Confusing." she said, struggling to find the right word for how she felt. He sat up on his knees, smiling and shaking his head, a single fang jutted out from under his lip just slightly. Twilight had always found it cute and was often times distracted by it, like now for instance.

"Hello? Terra to Twilight!" he said, shaking her out of her daze.

"Huh? Oh, sorry Spike. What were you saying?"

"I said that you're her prized student, there's no one stronger in magic than you! I mean except the Princess, but she's not Magian like you. My point is, you've got nothin' to worry about! Just be yourself and you'll figure this out Twi'." he beamed. Twilight pulled him into a gentle hug.

"Thanks Spike...I needed that."

"Anytime Twilight."

"Arriving at Eravil! All passengers please disembark! Don't forget your luggage!" the conductor called out. Twilight stood and stretched, reaching for her bags, though Spike had already grabbed hold of them.

He was easily half her size, but he managed to take hold of all her bags with little effort. Sometimes she forgot he was Dragonkin. His strength and resilience to magic was a constant reminder though.

"You know, I can carry my bags Spike..."

"Yea and show everyone in this town you're a Magian? I doubt it'd go over well until they know you better. Remember last time we went to some random town?" he pointed out. Twilight grimaced.

"Don't remind me...but I meant I can carry a few. You don't have to carry everything!"

"I'm your assistant. Its my job Twi! Now come on!" he laughed, hefting the bags onto his back and making his way off the train. She sighed and followed after him, pulling her notebook from the pouch at her belt.

"Lets see...our new home shouldn't be too far from here. Oak-grove Library."

"We're gonna be staying in a Library? Oh great." Spike grumbled.

"Oh come on Spike, it'll be fun." she tried to assure him

"Yea, for you." he griped

"I'll make those Sapphire cupcakes you like so much." she sang softly. He froze for a moment, glancing over at her.

"With emerald sprinkles?" he asked with puppy dog eyes

"Yes Spike." she giggled

"Well what are we waiting for!?" he grinned, double-timing it towards the massive tree in the distance. Twilight froze, staring up at it.

"That's...amazing." she mumbled.

"Yea, its a big tree. No one knows whats keepin' it there. I mean, its roots obviously but other than that it shoulda fallen over AGES ago!" a girl giggled from beside her. She jumped in surprise, her heart pounding in her chest. She hadn't even noticed her. How had she slipped past her wards?

"...Hey...you're new here aren't you?!" the girl asked.
"Oh, um, yes. We just moved here from Celamont." Twilight replied, double checking to see if her wards were still up, which they were. She had spent years crafting them, nothing should have been able to sneak up on her. So just what was this girl?

"OHMYGOSH!"the girl gasped, suddenly running off.

"Well...she was...strange." Twilight mumbled, turning her attention back to the massive tree. As she gazed at it she began to notice something strange about it. A powerful aura that resonated with the tree itself.

"Its almost like its alive..." Twilight continued.

"Well o' course its alive! Each an every tree from here past Sweet Apple Acres is a livin', breathin' member o' th' community." a voice said from nearby. Glancing around Twilight spotted a farm girl standing behind a cart of goods.

"Names Applejack, nice t' be meetin' yer acquaintance friend. Care fer a taste o' th' juiciest apple ya'll ever did come across?" she offered, holding out a shiny red apple.

"Wow, it does look good. How much?" Twilight asked, reaching for her bits.

"This one here is on th' house city girl, first ones always free, that's how business works ya know. Give em a taste o' th' good stuff and a genuine smile and they'll come back fer more. Its how we Apples have kept goin' these past few years. With good, honest hard work." she said proudly.

Twilight smiled, accepting the apple and taking a smile bite, her eyes wide as it exploded with flavor. It took all of her restraint and willpower to keep from devouring the thing like a starving animal. With a strenuous amount of effort she managed to take another small bite, and then another, savoring the apple.

"Heh, I take it ya'll enjoy it? Mighty surprisin' though, yer th' first city girl to actual eat one o' those like one." Applejack chuckled.

"Well, I was taught it was best not to be rude, especially when offered such a generous gift." Twilight replied, a bit saddened that she had finished the apple.

The farm girl held out her hand for it, though Twilight wasn't sure why. She shrugged, handing it to her and watched as runes etched themselves into her hand and with but a small squeeze she crushed the core, holding only the seeds in her hand, completely and totally unharmed.

"These here beauties oughta grow into some mighty fine trees. Thank ya kindly fer yer business miss."

"Oh, um. Twilight Sparkle." she laughed sheepishly.

"Well, welcome t' Eravil Miss Sparkle. I take it ya'll already found Pinkie, or she found you." Applejack chuckled.

"Pinkie?" Twilight asked

"Big pink hair, faster than any Skyborn ya'll ever did see and lackin' a lick of sense. She's got a good heart, but th' gal ain't got much o' a head on her shoulders." Applejack sighed.

"Still, she ain't hurtin' no one. Jus' a bit too much energy an a bit too much time on her hands. Ya'll best watch yer back for the next few days. No knowin' when she might pop up on ya." the farm girl warned. Twilight gulped and bid her farewell, looking around for her assistant.

"Crud...where did he go? Maybe the Library?" she mumbled.

"LOOK OUT BELOW!" a voice screamed moments before something hit Twilight with the force of a hurricane gone mad. Twilight groaned as she lay in a mud puddle, her entire world spinning.

"Oh crud, hey you OK?! Here, lemme help!" the voice said, moments later Twilight was being drenched with rain water, sputtering and coughing as she pushed to her feet.

She sighed, pushing her hair out of her eyes to see a Skyborn hovering in front of her with a cloud in her grip. She blinked and stared.

"Oh wow..." she mumbled. According to Celestia, only the most powerful of the Avaros could actually tamper with the weather. But to hold a cloud? That was rare in itself.

"Oh, oops! Hey I know. I'll just dry you off" she chuckled, zipping around Twilight at speeds that must have been record-shattering. Twilight screamed as a tornado formed around her, spinning her around and around before dropping her a bit roughly onto the dirt road.

"See? All better!" she said as she landed, her wings fading away. Twilight glared at her, her hair standing on end in all directions. The Skyborn girl tried to hold in her laughter but it was too much. Soon she was on the ground, dying from laughter.

"Gee, thanks a lot." Twilight mumbled.

"I'm really sorry, but...that's just too funny." she grinned and despite herself, Twilight found it hard to stay mad at her. She sighed, shaking her head.

"Its...fine I suppose. But what are you doing flying around and messing with the clouds?" Twilight asked.

"The names Rainbow Dash, maybe you've heard of me? Only Skyborn to do a Sonic Rainboom in the history of ever? Flyer Extraordinaire and soon to be newest member of the Wonderbolts!" she beamed.

"Uh huh...THE Wonderbolts? Terra's Number One Aerial Defense Force and Stunt Team?"

"Yup. Once they get a peek at these moves they'll be beggin' to have me join em. I am pure awesome after all."

"Yea, that's great. If you don't mind I have to go back to reality now." Twilight scoffed, walking past her.

"Hmph, stuck-up Magian." Rainbow grumbled, taking off before Twilight could spin around.

How did she know I'm a Magian? This sweater completely hides my marking... she began to panic. Though movement out of the corner of her eye drew her attention.

"Spike!" she called, chasing after her assistant. She sighed as she caught up to him.

"Geez, why'd you wander off?!" she fussed. He seemed to ignore her, his eyes transfixed on something. Twilight followed his line of sight towards a mature woman dressed in a short white coat over a sleeveless purple shirt and a matching pair of purple sweatpants. In her magical grip sat several different materials.

"Hm, Sparkles are definitely in this season...I'll take three of this one Pierre!" she decided.

"Excellent choice madam Rarity. I'll have it wrapped up for you and sent to your store as usual."

"Thank you Pierre. I knew I could count on you." She giggled. She turned and let out an ear piercing shriek.

"Oh my goodness! What happened to your hair?!" she asked Twilight in a panic.

"My...hair? Oh, I was attacked by a renegade Skyborn." she scoffed.

"Hmph, no doubt you mean Rainbow Dash. She thinks so highly of herself because Eravil relies on her to maintain the weather, lest it mix with the chaotic weather of Everfree. I think its gone to her head." Rarity grumbled, rolling her eyes.

"Everfree?" Twilight asked.

"Oh, why yes. Quite close to here is a Forest by the name of Everfree. Its true name is impossible to say, so the locals have gone about calling it that. Its full of Chaotic energy. Some say it was once a battleground in ancient times during the war of the Celestians and Chaoticians. But that's just a bunch of superstitious Mumbo Jumbo. But enough about that, we MUST do something about your hair darling." Rarity tsk'd, shoving Twilight along with her magic. Spike simply followed as if hypnotized, letting out a dreamy sigh.

"I'm surprised to find a Magian in a town like this." Twilight admitted, sitting as still as she possibly could while Rarity worked on her hair. Scissors, combs, and sprays hovered about in her magic with ease as she worked.

"Well Eravil is known for being a welcoming town. All three of the major races live here peacefully with one another. For the most part anyway." Rarity said with a roll of her eyes.

"Let me guess, Rainbow Dash?" Twilight asked.

"Well, not JUST her. Certain people around here just can't agree on certain things. Like cleanliness for example. Have you SEEN the amount of dirt out there? Hmph!" Rarity scoffed.

"But enough of that darling. What brings you to our quaint little village?" Rarity asked as she set her tools aside.

"Oh, Well, my teacher sent me here as part of my studies. Celamont is full of nothing but Magians so she thought it'd be better if I learned of the other Races by living among them." Twilight explained. Rarity however was frozen, a comb in hand and staring with stars in her eyes.

"You came here from Celamont!?" she squealed.

"Oh I've always wanted to go there! The sights, the sounds, the fashion! Oh it must be such a lovely place this time of year." she gushed.

"You've just GOT to tell me what its like!"

"oh well...I honestly haven't seen much of the city. I spent most of my time studying..." she admitted sadly.

"Oh, well that's fine darling. Forgive my little outburst...I've always felt I was more of a girl of class, rather than a farm-town girl..." Rarity sighed.

"Well, you must be busy...I-I'll let you get to it dear." she mumbled, setting the comb aside. Twilight glanced in the mirror and blinked.

"Wow, that's amazing Rarity! Not a single hair out of place." Twilight praised, tilting her head and checking the side.

"well thank you Twilight. I do pride myself in being an expert in fashion." Rarity said with a smile.

"Now, if I can just find...Spike..."she sighed, spotting her assistant making goo-goo eyes at Rarity.

"OK Casanova, lets go." she sighed, grabbing him by the collar of his shirt and tugging him along.

"Wasn't she beautiful?" Spike sighed happily as he walked beside Twilight.

"She was a bit of a nut actually. Even though she did a good job with my hair, she sorta forced me to go with her and freaked when she found out we came from Celamont. I can only imagine how she'd feel if she knew I studied under the Princess herself." Twilight sighed.

"I just want to get to the Library and get back to my research." Twilight continued

"A-one A-two, A-one two three." a soft voice chanted, the soft call of a birds song following afterwards alongside several other birds joining in.

"That sounds delightful." Twilight commented, causing a girl about her age to gasp and stumbled into a tree, causing her birds to panic and fly away.

"Oh! I'm so sorry!" Twilight rushed to her side, helping her up.

"I'm really sorry about your birds miss. Just how did you get them to sing like that?" she asked, though the girl only hung her head and looked away.

"Are you ok?"

"I-I'm fine." she mumbled.

"Oh thank goodness. Oh! My name is Twilight, its a pleasure to meet you miss..."

"Oh um...Fluttershy..." she whispered.

"I'm sorry, I couldn't really hear that. Could you speak up a bit?"

"F-Fluttershy..." she repeated. The two stood there in awkward silence until the birds returned

"Ooook. Well, since your birds are back, I'll just leave you to what you were doing." she said nervously, walking past the girl.

"Aww, but I wanna hear the birds sing!" Spike whined and gasped as Fluttershy sat on her knees in front of him.

"Oh my goodness! Are you...a Beastkin?" Fluttershy asked excitedly as she pointed at his fang.

"huh? Oh, well yea, I am actually." he said proudly, crossing his arms and grinning.

"In fact, I'm Dragonkin, watch this!" he puffed up his chest, letting a plume of green fire escape his mouth and fill the air.

"Oh wow! that's incredible!" Fluttershy giggled

"Oh, um, I'm Fluttershy, whats your name?" she asked

"Me? I'm Spike!"

"Hello Spike. Oh wow, I can't believe I'm talking to a real Beastkin. Oh I have so many questions."

"Well what do ya wanna know?" Spike asked with a chuckle

"Everything."

So it was that Twilight had to locate the Library without Spikes help, while the two chatted away behind her about everything that had to do with Beastkin. Or at least everything according to what Spike knew.

"Well would you look at that! We've got a lot of unpacking to do and I'll be needing the help of my big strong Dragonkin assistant. But thank you for walking with us!" Twilight said, trying to appear happy about the journey.

"Oh, well, maybe I can help? There are a lot of high places you might not be able to reach a-and I can fly." Fluttershy said softly.

"Really? Man, I wish I could fly. I wouldn't be falling off anymore ladders." Spike grumbled.

"Oh you poor thing..."

"Spikes skin is tougher than Grade 7 Diamonds. It'd take the force of an even more powerful Dragonkin to even scratch the little guy." Twilight sighed in exasperation.

"Wow, that's amazing!" Fluttershy squeaked, gently pinching Spikes skin.

"Ow." he mumbled.

"Oh! I'm sorry! I-I didn't think it would hurt!" she panicked, placing a gentle kiss on the spot she had pinched.

"Thanks Fluttershy." Spike chuckled, earning a hug from the soft-spoken Skyborn.

"OK, when you two are done just let me know." Twilight mumbled as she opened the door to the Library.

"SURPRISE!" Pinkie Pie screamed, yanking all three into the Library which was filled with many of the residents of Eravil, balloons and decorations.
"...I take it you're Pinkie Pie." Twilight mumbled.

"Yup! The one and only! So, were ya surprised?! When I saw you I realized you weren't from around here because I know everyone here and everyone here is my friend and I thought - well, since you are new here then you don't have any friends. And it made me kinda sad that you were all lonely, Soooooooo I decided I'd throw you a big party so you could makes TONS of friends!" Pinkie said, entirely in one breath. Twilight couldn't understand how it was physically possible to talk so fast without fainting.

"You know Libraries are suppose to be quiet right?" Twilight deadpanned.

"Pffft, what kind of party would that be? Booooriiing!" Pinkie giggled. Twilight sighed, trying to push Pinkie out of her mind as she poured herself something to drink, sipping slowly as the pink-haired girl bounced beside her. Suddenly her throat started to burn, tears stung her eyes and she glanced down at her drink.

Just what in Tartarus did she just drink?! She coughed and dropped the glass, rushing upstairs away from the party to drown herself in the sink.

It was by instinct alone that she was able to find it in the master bedroom, tilting her head under the faucet and running the water until the burning sensation faded away. She panted heavily and sat against the bathroom wall, staring at the sink.

"These people are trying to kill me."

After surviving her brush with fiery death; Twilight had decided it best to return to what she had been wanting to do all day. Study. She sat quietly in her bed, flipping through a book on the History of Terra.

"That's weird, I don't remember this chapter..." she mumbled, flipping back a page.

"The Elements of Harmony? See: The Woman in the Moon?" Twilight mumbled, several books flying from the surrounding shelves in her magic and hovering in front of her as she sat up, glancing over the pages.

"Aha! Here it is. Long ago, the Royal Sisters ruled Terra in peace and harmony, maintaining the balance of Day and Night. But as the years passed it became quite obvious the people of Terra had come to love the Days brought by the Elder sister and simply slept through the Younger sisters beautifully crafted nights." Twilight read.

"That's terrible..." she sighed, continuing along.

"The Younger sister tried her best to hide her jealousy, tried to tell herself that she was still loved and that her job was just as important as her Elder Sister. But as the people chanted day after day for the Elder sister, she began to realize she was but a shadow, barely even that. Her hatred and jealousy consumed her, giving birth to the Tyrant Nightmare Moon and her Knights of Darkness. The Elder sister tried to reason with her, tried to save her from the Darkness in her heart. But in the end she was forced to use the power of the Elements of Harmony, a safeguarded Relic that had saved them in their worst of times, and banish her sister within the moon." Twilight paused, glancing up through her window to stare up at the moon and stars. Sure enough it seemed there was a figure within it.

"How did I never notice that?" she mumbled, looking back down at her book.

"It is said, that on the longest day of the thousandth year, the Nightmare will rise again and bring about Eternal Darkness, unless the Elements are revived and brought forth to defend Terra once more." Twilight set the book down and began to pace about her room.

"The longest day of the thousandth year...Could it mean the Summer Solstice?" she mused, one hand on her chin and the other behind her back as her thoughts raced.

"But that would be...tomorrow morning...Oh no..." Twilight frantically started searching through her books.

"Come on, come on. Elements, Elements!" She panicked.

"Hey Twilight what are you doing? You're missing an awesome party!" Spike said, wearing a lampshade as a hat and flashing a fanged grin.

"I don't have time right now Spike. The very fate of Terra could be in my hands and I have no idea what to do! OH! The Princess will know! Spike, take a letter." Twilight said, clearing her throat. Spike rolled his eyes, grabbing some paper and waving his hand, a pen appearing between his fingers.

"Dear Princess Celestia. I have come to believe that we now stand upon the precipice of disaster."

"Preci...preaci...uh..." Spike frowned slightly, unsure of how to spell the word.

"The edge." Twilight said quickly

"Right." Spike mumbled.

"In my studies here in Eravil I have come across several pieces that point to the return of Nightmare Moon on the longest day of the year. I seek your guidance in this endeavor and hope that together we can prevent this. Your faithful student, Twilight Sparkle."

"Aw come on Twilight. That's just an old story to scare little kids."

"But its not a story Spike! The longest Day of the Thousandth year is tomorrow!"

"How can you be so sure though?"

"I just am OK! I can't explain it I just...I can FEEL it Spike." Twilight managed to say, looking into his eyes. Spike shrugged and inhaled slowly, blowing a gentle flame across the note, his magic swallowing it and carting it away to the Princess. Moments later Spikes cheeks bulged as he burped, a scroll piecing itself together within his flames. Spike deftly snatched it out of the air and cleared his throat.

"While I am proud of your furthered studies my faithful student, there are times when even we must relax. You've spent far too much time with your nose stuck in far too many books. I sent you to Eravil in hopes that you would make some friends Twilight. This will be your lesson for your stay in Eravil: Make some friends." Spike read.

Twilight stared blankly at the air, stammering gibberish and letting out a grunt of frustration as she tossed a book across the room, her assistant catching it before it could collide with the wall.

"Come on Twilight. Even the Princess says you need to relax. Just for a bit? The solstice is gonna start in a few hours so everyone is staying up to watch. Rarity says the Princess is suppose to be performing the ceremony here!" Spike said excitedly. Twilight took a slow breath.

"Alright then Spike. I'll just talk to her when she gets here then." She sighed, following her longtime friend downstairs.

In the early morning hours, the people of Eravil made their way to City Hall, where the age old tradition of watching The Princess raise the sun on the Longest Day of the year would take place. No one truly knew when the tradition had begun, or what it was meant to signify. All except for the Princess. But whenever she was asked, her answer was always simple.

"Its a reminder of something that can never be forgotton." She would always say. Hundreds of thousands of people had tried to unravel the cryptic answer to no avail. But as Twilight made her way into the hall she was sure that she had figured it out. It was the day Celestia lost her sister.

The story referred to The Royal Sisters. The first HAD to be Celestia, which meant the second was Nightmare Moon. But she was only speculating. Maybe there was nothing to worry about, maybe she was just being paranoid. She sighed as Pinkie Pie bounced beside her.

"OH this is so exciting! I've never been so excited, well except for the time I saw you come into town and I was all like *GAAASP* but come on, what could top that?" Pinkie snorted. Twilight watched as the mayor made her way to the center of the podium.

"Ladies and Gentlemen. Welcome to our very own Summer Solstice Celebration, where we Celebrate this, the Longest Day of the year and give thanks to Princess Celestia for all she has done for us. Now, help me welcome our esteemed princess, Princess Celestia!" she cheered, the crowd clapping and whistling as a pair of curtains were pulled aside.

"Oh no..." Twilight gulped. Where Celestia should have been standing, there was nothing.

"Wheres the Princess?!" Rainbow called out. Rarity stepped behind the curtain and glanced around, finding only Celestia's crown, walking back out onto the podium with it in her hands.

"Sh-She's gone!" Rarity panicked. Murmurs filled the crowd. Twilight glanced out the window and gulped as the figure upon the moon vanished. A maniacal laugh filled the air as smoke filled the room. The smoke gathered on the podium, forming into the figure of a beautiful woman dressed in black, her draconic eyes searching the room.

"Ah, so good to be free once more. Hello my children." She called out with a smile, though it faded away as only quiet murmurs filled the room.

"Do you not remember me? Did you not see the signs?! Surely someone amongst you knows who I am!" she screamed at them. Twilight stepped forward.

"I know who you are!" she called out, gulping as the creature of darkness turned to her.

"You are the Woman of the Moon, trapped for a thousand years. Nightmare Moon."

"So, you DO remember me. Then you know why I am here." Nightmare chuckled softly.

"You're here to...to..." Twilight stumbled over her words, hanging her head.

"Enjoy this day my children, for it was your last!" Nightmare laughed, surrounded in her magical aura, the moon swallowed in her magical grip and shifting in the sky until it was high above them, casting its moonlight across the world.

"Its begun...Eternal Night..."

Episode One: Nightmare Part 2

"Stop her!" the Mayor cried out, several guards drawing their swords, their wings flowing to life as they kicked off the ground to chase after Nightmare. She scoffed and threw out her arm, smacking them away in a single flare of her magical power.

"Oh please. Is that all you can do? Very well then. Enjoy the night my children! I certainly shall!" she cackled, vanishing in a flash of magic. Twilight gritted her teeth, running out of the hall as quickly as she could.

"Come on Spike!" she called out, her assistant gulping and chasing after her. Together the two ran back to the Library, digging through shelf after shelf of books.

"So uh...what are we looking for? Some hidden lever that leads to an ancient dungeon full of weapons to beat Nightmare?" Spike asked.

"Well no. But if you find that let me know." Twilight mumbled as she scanned through book after book.

"We're looking for information on the Elements of Harmony." Twilight told him

"And just what ARE these Elements of Harmony huh? And how'd you know who that crazy chick was, are you some kinda Magian Spy?! Huh?!" Rainbow Dash demanded, hovering and glaring at Twilight. She gasped as Applejack tugged on her leg, pulling her back down to the ground.

"Calm down Sugarcube. She ain't no Spy. But ya'll do know whats goin on here, don'tcha Twilight?" Applejack asked softly. Twilight sighed softly.

"Yes. I do. The woman we saw is Nightmare Moon, an ancient enemy of Princess Celestia, my Magic Mentor and Friend." Twilight explained. Rarity nearly fainted, though with Applejack shoving an elbow in her side she quickly cut the theatrics.

"The only way to end this Eternal Night is with something called The Elements of Harmony. But I have no idea what they are or where they could be!" Twilight finished.

"Elements of Harmony: A reference guide." Pinkie Pie said, staring at the mentioned book. Twilight gasped, shoving her aside and grabbing the book.

"How did you find it?!"

"It was under EEEEE!" Pinkie sang with a giggle and a snort. Twilight opened the book and began to read.

"The Elements of Harmony. A sacred weapon used by the Royal Sisters to protect Terra from its greatest enemies. Their last known Location was within the Sisters Ancient Castle in...The Everfree Forest..."

Twilight stared at the entrance to the Everfree Forest, Spike by her side, along with five girls who decided to tag along, despite Twilights protests.

"Welp, them Elements ain't gonna find themselves, we best get a move on if'n we hope t' find em. Ah ain't real big on spendin' th' rest o' my life in Eternal Darkness. Ah got a farm t' take care of ya know." Applejack said, breaking the silence.

"Wait! Listen. I really appreciate all you've done but you don't have to go in there. This is my mission, its dangerous." Twilight tried to argue.

"Pffft, like we'd let you just go it alone. Magian or not, your our friend and we aren't gonna leave you hangin' Twi." Rainbow said with a grin.

"Rainbow Dash is right dear. Friends stick together after all. If you are going in, then so are we." Rarity added.

"Besides, it could be fun!" Pinkie giggled. Applejack shook her head.

"Listen Twi', this ain't jus' 'bout yer mission. This is 'bout all o' us. We all live here, we all work here and we all want t' help ya. Whether ya like it or not, we're comin' with." Applejack finished. Twilight sighed softly.

"Alright then. I suppose I can't convince you to stay huh Spike?" Twilight asked.

"Oh, no way Twilight. Celestia trusted me to be your assistant. If you're going somewhere then so am I!" Spike declared.

"Besides, I'm the only one here that can see in the dark." Spike pointed out. Twilight opened her mouth to argue that she could simply conjure a light, but that wouldn't stop him. She nodded, tugging on the straps of her bag and biting her lip.

A quick glance over her shoulder proved that they were still there, waiting for her to make the first move. With a sigh she stepped into the forest, followed by her friends. Meanwhile from the shadows, a figure watched with keen interest at the seven entering the chaos filled forest.

"Hmmm, well this WILL be interesting, won't it?" he chuckled to himself.

"This place is beyond creepy." Twilight mumbled.

"Well it is a chaos Twisted hole of death. No one whos ever gone in, has ever-come-back!" Rainbow laughed, trying to spook everyone. Though as she did the cliff they walked past collapsed. Rainbow and Fluttershy were quick to react, catching themselves in mid-air, though their friends started to slip down the cliff face.

"Shy, move!" Rainbow called, speeding towards her friends and quickly grabbing hold of Pinkie. Fluttershy panicked under her breath as she snatched up Rarity. Meanwhile Twilight continued to tumble and scream.

"TWILIGHT!" Spike screamed, rolling onto his feet and sliding down the cliff-face towards her. On his left was Applejack, whooping and laughing as she slid down, avoiding the falling rocks. Together the two leapt for Twilight. Applejack catching her hand and Spike catching hold of Applejacks' leg, digging his feet into the rock under them to keep them held there.

"Hold on Twilight! I'll try to pull you guys up!" Spike called out.

"Spike don't! If you Change there's no telling what will happen! You could cause the rest of the cliff to collapse!" Twilight yelled. Spike grumbled under his breath. Applejack grit her teeth, struggling to keep a grip on Twilight.

"Whoo! Ya'll sure are heavy fer a city girl." Applejack joked.

"I told her to lay off the midnight snacks." Spike chortled.

"Hey! hanging on the edge of my death here! I'd appreciate you guys putting a hold on the jokes!" Twilight yelled at them. Applejack looked up and blinked.

"Twi', let go." Applejack told her

"WHAT! Are you crazy?!" the Magian screamed up at her

"Listen t' me Twilight! Ah promise ya that what ah'm sayin' is th' honest t' goodness truth. Let go an you'll be fine." Applejack promised. Twilight bit her lip, screaming as she let go. Though her fall was short lived as Rainbow and Fluttershy snatched her out of the air.

"Heh, good thing we were around huh Twilight?" Rainbow grinned. Twilight smiled a little, watching as Spike let go of Applejack, the farmer grabbing hold of the edge of the cliff and flipping over it, hopping from rock to rock down towards the bottom. Spike hooked his now clawed hand into the side of the cliff and slid down after her, both touching down on the ground safely and sharing a high five.

"So ya'll are one o' them Beast things huh? Ah was wonderin' how ya'll could keep a hold o' me." Applejack asked.

"Yea, all of those apples sure put on the pounds huh AJ?" Rainbow joked, ducking under the farm-girls boot and leaping backwards to avoid a quickly thrown knee.

"What was that RD? I can't quite hear ya over th' sound o' how short ya are." Applejack chuckled. The Skyborn grinned and rolled her shoulders

"Oh you wanna play? Lets play!" Rainbow roared, her wings giving a twitch and launching her forward, Applejack blocking the Skyborns' kick with a kick of her own.

Twilight watched in shock as Rainbow matched the Gaian blow for blow. Though a quick tap on the arm from Spike reminded her of why they were here in the first place. She sighed, reaching out with her magic and stopping them both in mid-air.

"HEY! That's enough fighting you two! We've got a relic to find remember?" she asked them.

"Oh...right. Sorry Twilight." Rainbow mumbled. Applejack tilted her hat down over her eyes.

"Sorry, kinda got carried away there." Applejack said softly.

"Its alright, but we need to get moving. I think the chaos here might be getting to us..." Twilight shuddered at the thought. Together they continued their trek into the darkness of the Everfree, until a roar filled their ears.

"What the heck is that?!" Rainbow screamed over the sound, covering her sensitive ears.

"Its...a Manticore!" Twilight yelled, throwing out her arms, her magic forming a barrier around herself and her friends. The enraged Manticore slammed headfirst into the barrier, causing Twilight to wince and pour more magic into her spell, her eyes glowing dimly.

"Landsakes girl, that's some crazy strength ya'll got there. Alright Twilight, on th' next run, drop th' barrier." Applejack said

"What?! That's a full grown Manticore!" Twilight argued, feeding the barrier a bit more power.

"And Ah'm a full grown Gaian in-case ya'll are forgettin''" Applejack pointed out, the runes upon her body glowing brightly as well as her eyes. Twilight gulped, dropping her barrier and leaping aside. Applejack roared slamming her fist into the Manticores' face as it charged her, causing it to stumble backwards. She shook her hand and quickly shifted her stance.

"Phew! That's one heck of a hard head." She mumbled, reaching for her belt where her lasso sat.

"Why don't we see jus' how tough ya really are!" Applejack laughed, leaping over the manticore as it charged again. Hooking her rope around its head and planting her feet firmly on its back. Whooping and laughing as it tried to buck her off.

"WHOO-HOO! GET ALONG LIL MONSTER!" she cheered, gasping as it tripped her with its scorpion tail and bucked, sending her flying.

"Yer turn RD!" she called as she rolled in the air.

"Wait..." Fluttershy said softly. Rainbow Dash gritted her teeth as she spun and flipped in the air, her wings catching her as she slammed her feet into the back of the Manticores' head, rolling around its tail and grinning to herself as she flew around it. She flew faster and faster, forming a tornado around the beast. The manticore roared and smashed its tail across Rainbows side, sending her skidding across the ground.

"Ugh...cleanup, Aisle three." she groaned. Twilight helped her back to her feet, still channeling her magic.

"Lets try all together, there's got to be a way of slowing it down." Twilight said. Rarity nodded, calling to her magic. Pinkie giggled as her runes began to glow in swirls and zig-zags across her skin. Spike stood beside Twilight, flames surrounding his entire body as he exhaled slowly.

"CHAAAAAAARGE!" Pinkie yelled. Fluttershy slid between them and the Manticore, throwing her arms out.

"WAAAAAAAAAAAAAAAAAAAAIIIIIIIIIT!" she screamed, everyone stopping in their tracks. She turned towards the Manticore with a small smile, walking towards it slowly. The Manticore blinked as she placed a hand on its cheek, purring and pushing into her hand.

"Aww, there there. You poor little thing. Here." Fluttershy said softly as the Manticore presented its paw to her. She smiled and tugged on the thorn lodged in its paw, the Manticore letting out a pained roar and tackling Fluttershy to the ground.

"FLUTTERSHY!' her friends screamed, though their fears quickly melted away as they watched the Manticore happily lick the Skyborns' cheeks and hair, causing her to giggle.

"Hehe! down boy!" she laughed, petting it until it stepped off of her. She stood up and dusted herself off, hugging the Manticore gently and watching it walk away into the forest.

"How did you know about the thorn?" Twilight asked.

"I didn't. Sometimes we all just need to be shown a little kindness." Fluttershy told her, continuing down the path. Twilight blinked, turning to the others who simply shrugged. Together they chased after their friend, getting that much closer to their goal.

"Hm, they all seem quite skilled. Whoops, out of popcorn!" a snap of his fingers later a bag of popcorn appeared in his hand as he continued to follow them from the shadows. It seemed the show was just getting good.

"Ugh, geez, this Chaos is seriously thick. Its gettin' hard to see anything!" Spike grumbled.

"Oh good, thought it was just me." Twilight sighed in relief.

"Alright, stand back everyone. I'm gonna light up a path." Spike said, breathing in slowly, letting a tiny flame escape past his lips, forming a small sphere of green flame that hovered in the air. He careful crafted several more, throwing out his arms, the flames positioning themselves before them in mid-air and lighting up the path they walked on. But it also revealed the trees around them, causing them to jump and scream.

"Whats wrong with these trees?!" Rarity shrieked.

"It must be the chaos. its twisted them into...this." Twilight gulped, yelping in surprise as one tree reached for her, only to have the offending limb sliced off by Spikes claws. This however, had the effect of pissing off every tree around them.

"Aw crapbaskets." Spike mumbled, leaping over a swinging branch. Twilight threw up a barrier but the limb ignored her spell and smacked into her, curling around her waist.

"Twilight!" Spike chased after her, ducking under another limb and flipping into another, slicing through it with his tail as he changed, though as he landed the tree roots rose up and enveloped him, tightening around him and forcing him to change back.

He threw his head back, letting loose a massive flame that passed straight through the treetops. Nearby Applejack was having just as much luck, aiming to smash through a swinging limb in a single punch, her fist going straight through it as if it wasn't there. As she stood there confused, the branches looped around her ankles and hefted her upside down in the air.

"This is jus' ridiculous." Applejack grumbled. Rainbows agreement was muffled by the trees holding her as she struggled to break free, her eyes watching a panicking Fluttershy cower away from the looming branches. Pinkie Pie merely stood in front of tree, snorting and giggling.

"Pinkie Pie! Run!" Twilight yelled.

"Oh come on girls! Just watch." Pinkie cartwheeled over a pair of branches, twirling in the air to dodge another and turned to the attacking tree, flashing a bright smile. The tree vanished and in its place sat just a normal leafless ceder tree. Those imprisoned in the trees limbs were shocked as one by one Pinkie battled her way to them with only a smile as her weapon.

"All ya gotta do is smile and laugh!" She told them. Spike grinned and glanced down, roaring as he flexed his transforming arms and filling his mind with jokes, a chuckle slipping past his lips. The branches around him snapped and he rolled as he hit the ground.

"It works! Just think of something funny!" Spike called out. Rainbow raised an eyebrow, glancing over at Applejack, who was holding her hat in her teeth and struggling to keep it from being pulled away from her. Rainbow burst into laughter at the scene.

"Geez AJ, you look like a rabid dog! WOAH!" Rainbow gasped as she fell, landing flat on her face. Now it was Applejacks turn to laugh, though when the branches freed her she snatched her hat out of the air and rolled, landing softly on the ground. They turned, finding Fluttershy held in the air with Twilight.

"Aw great, how are we gonna make them laugh?" Rainbow asked. Pinkie Pie crossed her arms and tried to think.

"Twilight! What building has the most stories?!" Spike yelled up at her. She glanced down at him as she struggled against her bindings.

"Now is not the time for questions Spike!"

"The Library!" Spike laughed. Twilight blinked, running what he said through her head. A soft giggle escaped her lips as she caught on, gasping as the branches let her go. She grabbed hold of the branches holding Fluttershy and gulped.

"oops." Spike mumbled.

"Geez Spike, that joke was so corny I almost forgot my popcorn!" Pinkie snorted, pulling a bag of popcorn out of her hair. Fluttershy gasped as her branches vanished, flaring her wings and gently lowering herself and Twilight to the ground.

"D-Did anyone even hear her laugh?" Rainbow asked. All those gathered shook their heads.

"Lets get moving before they decide they want a round two." Twilight said. They glanced back, hurriedly moving forwards, with Pinkie Pie at the rear, glaring at the trees and daring them to attack again. Once clear of them they all sat to take a breather.

"Ugh...Cliffs of doom, Manticores, living trees. What next?" Twilight gasped. Dipping her hands into a river to wash the mud off of them.

"Twilight...back up slowly and don't panic." Spike said softly.

"Spike, what are you..talking...about?" Twilight slowly looked up. Towering over them was the strangest and largest Sea Serpent Twilight had ever seen. Magnificent hair rolled down his scaly head and half a mustache adorned its face.

"What in Tartarus happened to your face?!" Rainbow pointed. The serpent glared down at them before flailing its arms and...crying.

"Oh Rainbow Dash, look what you've done." Fluttershy admonished softly.

"Well we can all see it! I mean just look at it!" Rainbow said, grunting as Applejack swatted her with her hat.

"Now now girls, don't tease him. I mean, just look at those perfectly polished scales." Rarity pointed out. The serpent sniffed and nodded, lowering its head to the riverbank so Rarity could come closer.

"Your expertly coiffed mane, such brilliance, such flair!" Rarity continued, placing a hand on the serpents nose.

"And such a wonderful face and beaming smile, all ruined without your marvelous mustache!" Rarity sighed. The serpent sniffed and nodded, covering its eyes.

"I know! I know! I was just minding my own business when this TACKY cloud of smoke whizzed by and tore it clean off! And now...I'm hideous!" the serpent whined.

"I CANNOT allow such a crime against fabulosity!" Rarity declared, grabbing hold of one of the serpents scales.

"OW! What are you doing?!" it demanded. Rarity shut her eyes tightly, straightening her lightly curled hair so that it fell down her back.

With an iron resolve she took hold of her hair and slashed through it with the scale, using her magic to carry it towards the serpent, replacing his missing mustache with her hair.

"Why its...its...FANTASTIC! Oh thank you! Thank you!"

"Of course Darling. I couldn't allow such hard work to be for naught. It must be quite difficult maintaining such a perfect appearance here in Everfree."

"Oh Rarity...your hair." Twilight said softly. Rarity sighed, adjusting her now barely shoulder length hair.

"Its fine, short hair is in this season...besides, It'll grow back!" Rarity said with a strained smile.

"So would the mustache." Rainbow grumbled under her breath.

"Well we still need a way across this." Spike pointed out. The serpent dived into the water, his body curling to form steps for them.

"Allow me!" he offered.

"See girls? It pays to be generous." Rarity said with a smile, hopping daintily across and followed by the others. Twilight smiled, waving goodbye to the serpent as they continued on their journey. From how everyone had talked about it, she had been convinced the Everfree was nothing but a place of chaos.

But the Manticore had only attacked them because it was in pain. The Serpent had been nothing but kind to them. And the trees had been an illusion strengthened by fear. But Twilight could credit that to the Chaos that supposedly lived here.

Lost in thought as she was, Twilight failed to notice the bridge she was trying to walk onto was gone, tumbling down over the edge and gasping as Rainbow caught her, pulling her back to safety.

"Geez Twilight, whats with you and falling off of things today?" she laughed.

"Now how do we get across!?" Pinkie cried. Rainbow pointed to her wings.

"Uh, duh!" she said, back flipping over the edge off the cliff and diving straight down through the fog.

"Oh yea." Pinkie giggled. Rainbow grabbed hold of the rope to the bridge, flying across to the other side.

"Heh, piece of cake." Rainbow chuckled as she started tying to bridge.

"Rainbow Dash." a voice called to her.

"huh?! Who's there!? Come on, show yourself!" Rainbow yelled, ready to fight.

"As you wish Rainbow." the voice said as three figures stepped forth from the shadows.

"Who the heck are you?" Rainbow demanded.

"We, are the Shadowbolts." their leader said, all three flaring out their impressive wings.

"We've been looking for Terra's greatest flier, someone who is daring, amazing, and has no fear."

"uh, who?" Rainbow asked.

"You Rainbow Dash."

"Huh? me? Oh yea! Me, heh. Mind telling the Wonderbolts that?" Rainbow mumbled.

"No Rainbow. We want you to join us! We want you to lead us. We've trained here in the Chaos to be the strongest and best flying team and with your leadership we'll be even better than the Wonderbolts."

"Woo-Hoo! You've got yourself a deal buddy. Just let me finish tying this and..."

"No! Its us or them Rainbow." he demanded. Rainbow chewed her lip and hung her head.

"Rainbow Dash! whats taking so long?" Twilight called, her eyes wide as she spotted three figures sporting the colors of Nightmare Moon.

"Oh no..." she gasped as their leader glanced at her, his eyes glowing and the fog growing thicker around them. Rainbow failed to notice this as she looked back up.

"Thanks." she said softly.

"I knew you'd pick..." he blinked as she shook her head.

"Thanks, for the offer that is. But I can't join you guys." Rainbow said, tying the bridge and flying back to her friends. The Shadowbolts shook their heads, vanishing into the Everfree. Rainbow grinned as she landed in front of her friends.

"Rainbow Dash, I thought for a minute there that..."

"Hey! I never ditch my friends! Not for anything. Rainbow Loyal Danger Dash, is my name after all."

"Heh, ah thought yer middle name was Leohguoai!" Applejack tried to say, her words muffled by Rainbow pulling her hat over her face. They shared a laugh as they crossed the bridge, eyes wide as they stared at the ancient castle. Twilight dug into her bag, pulling out her map.

"This is the place..." Twilight gulped. She tugged on her bag straps and stepped inside the ruins of the castle.

"Hey look!" Rainbow pointed at a pedestal above them. Within it sat five stone spheres, each with a magical rune etched into it. Twilight knelt down, pulling out the reference guide and skimming through the pages. Rainbow nodded to Fluttershy, the two flying up and bringing down the spheres for Twilight.

"Well...now what?" Rainbow asked.

"It says when the five are present, a spark will ignite them and bring forth the sixth element. The five being Honesty, Kindness, Laughter, Generosity, and Loyalty. The sixth being the element of Magic...maybe Magic can create the Spark?" Twilight said, looking over the Elements. Applejack crossed her arms, watching as Twilights eyes began to glow, her magic flowing over the elements.

"C'mon ya'll. She needs t' concentrate." the farmer said softly, ushering them just outside. Twilight gritted her teeth, her eyes closing as she struggled, trying to unlock the secret of the Elements.

The wind began to pick up around her, causing her to open her eyes, gasping as she saw the Elements swirling around in a dark tornado. She leapt for them, vanishing along with them.

Hearing their friend scream, the others rushed inside, seeing light flashing from one of the castle towers.

"Come on!" Spike yelled, being the first to the stairs, the others trailing behind him, all of them ready to fight.

Twilight groaned as she landed on a stone floor, looking up she saw her. Nightmare Moon, grinning and staring her down. Twilight pushed to her feet, her magic flaring instantly. Nightmare chuckled to herself, her wings spreading wide, runes etched into her body glowing brightly and confirming Twilights suspicions. Nightmare Moon was Celestia's sister. Which meant she too was a Celestian.

Which means she is as magically gifted as me, as strong as Applejack, and as fast as Rainbow Dash. But... Twilight ran forward, roaring at the top of her lungs.

"Really? you're joking." Nightmare flicked her wings, flying straight towards Twilight, a spear of chaotic energy forming in her hands. Twilight bit her lip, closing her eyes and teleporting as Nightmare swung towards her. She stood dizzily in the center of the elements, shaking out of her daze and throwing out her arms.

"Come on, just one spark!" Twilight begged, filling the Elements with her magic and gasping as the spark she created bounced back and sent her flying. Nightmare gritted her teeth, appearing within the elements as Twilight reached for them again. The spark of magic danced between the elements, causing them to rise in the air.

"No! No!" Nightmare panicked, blinking as they fell to the ground uselessly. Slowly Nightmare began to chuckle, crushing the Elements in her magic.

"And now that your precious Elements are shattered, my night shall last, forever! AHAHAHAHA!' Nightmare taunted.

"Twilight!" her friends called for her. Twilight spun with tears in her eyes, seeing their shadows on the steps behind her.

"They came for me?" she managed to say softly, her eyes growing wider. Twilight pushed to her feet, wiping away her tears.

"You think the Elements can be destroyed, just like that? Well you're wrong Nightmare Moon. Because the Elements of Harmony, are right here!" Twilight cheered as her friends reached her. The fragments of the Elements began to glow and fly about the room.

"What? no, that's impossible!" Nightmare cried.

"Oh but it is. The Element of Honesty!" Twilight pointed to Applejack, several fragments floating around the farm girl.

"When I was hanging from the cliff, she gave me the strength to let go and built my trust in her just with a genuine smile and a promise that I would be OK. And that bond was made even stronger when her words rang true and my other friends rushed to my rescue." Twilight said with a smile, pointing to Fluttershy next.

"The Element of Kindness!" she smiled as more fragments floated around the Skyborn.

"When we were convinced a manticore was our enemy, she showed us that any and every creature can be misunderstood and simply need the help of someone who can see past whats on the outside." Twilight continued. Nightmare gritted her teeth, tossing a bolt of energy at them, only for the fragments to surround them, forming a barrier.

"But I'm not done yet!" Twilight laughed, pointing to Pinkie Pie.

"The Element of laughter! When we were ensnared by the Illusions of Chaos, Pinkie Pie alone was able to fight through them by facing down our fears with laughter and a smile" more fragments shifted away from the whole, surrounding Pinkie Pie who giggled and hopped in place.

"The Element of Generosity! Rarity, who calmed a sorrowful serpent with a meaningful gift, given only from the goodness in her heart and expecting nothing in return!" Twilight continued, watching as several more fragments hovered around her Magian friend

"And finally, Rainbow Dash, the Element of Loyalty, who couldn't abandon her friends to follow her own hearts desire. These five fought through everything you or this forest could throw at us!"

"But you still don't have the last Element! The spark didn't work!" Nightmare Moon argued.

"But it did work. You see Nightmare Moon, that Spark is within us all. I realized it when I heard you all calling for me...when I realized that you all, are my friends!" Twilight finished, the final pieces of the Elements circling her, coming together to form a tiara, necklaces formed themselves around her friends.

Spike simply shrugging as he and Nightmare shared a look. Twilight gasped as the Magic of the Elements filled her, her head snapping back as the Wisdom of the Ancients filled her.

Within the Elements glow she glanced down at Nightmare Moon, channeling the power gifted to her by her friends and directing it at the Woman of shadow. Nightmare screamed and struggled to break free of the elements power to no avail, a bright flash filling the room.

The Element bearers groaned as they lay on the ground, sunlight slowly filling the room. Spike whooped and rushed to Twilight.

"You did it Twilight! You did...whoa." he mumbled. Twilight sat up, glancing down at herself. Along with the tiara she wore, she was dressed from neck to toe in glowing purple armor, a magical spear of light hovering beside her. Looking around Spike noticed much the same of the others.

"Oh heck yea! Now this is awesome!" Rainbow grinned, her armor was a light blue, but didn't even slow her down as she hovered and twirled, getting a better look at herself. Two orbs of energy floated beside the skyborn.

"Oh wow Rarity, its beautiful" Fluttershy said softly. Rarity sighed happily, adjusting her hair.

"Oh I know! I shall never part with you again!" she promised her hair, her pure white armor shining in the sunlight as well as the Claymore upon her back.

"No Rarity, your necklace!" Fluttershy said, pointing at it.

"Oh, well so is yours!" Rarity said. Fluttershy gasped, looking down at the butterfly shaped ornament. Her bright yellow armor clung to her buxom frame as well as a short-sword at her waist.

Pinkie Pie giggled and hopped in place, dual broadswords on either side of her waist.

"Look at mine! Look at mine!" she cheered, pointing at her Balloon shaped necklace. Applejack chuckled, crossing her arms. Her orange armor glowing slightly alongside her runes and her lasso.

"Well, this is kinda interestin'" the farmer mumbled

"You have done well my faithful student." Celestia's voice echoed around them.

"huh?! Princess? where are you?!" Twilight asked. Spike pointed behind her. There, standing in the sunlight, was Princess Celestia. Spike dug through his bag, pulling out the box Celestia had entrusted to Twilight and kneeling. Celestia smiled as Twilight hugged her, the others in the room bowing in respect.

"It seems you've welcomed friendship into your heart Twilight. Now if only another can do so..." Celestia said softly, ruffling Spikes hair as she walked past him, accepting the box and standing before Nightmare Moon.

"It has been a thousand years since I last saw you like this Sister..." Celestia said softly. Nightmare glanced up and to Twilights surprise it wasn't Nightmare Moon, but rather a girl who appeared to be just a bit younger than herself. She pushed to her feet, tears in her eyes as she tackle hugged Celestia

"I'm so sorry big sister! I missed you so much." she sobbed. Celestia slowly wrapped her arms around her younger sister.

"I've missed you too Luna...I was afraid that the Darkness could never be removed..." Celestia choked, holding her sister tighter.

"But now you are back..." Celestia held out the box to Luna. The younger sister hesitating as she opened it. Within sat her crown. The symbol of her authority in Terra before her imprisonment.

"It would bring me nothing but honor and happiness to have you return and rule by my side Luna..." Celestia said softly. Luna hung her head as she held her crown.

"I am not fit to rule beside you sister..."

"Yes you are. If not for my mistakes...for not paying attention when you needed me most..." The two sisters shared another hug. Pinkie Pie ruining the moment by bursting into tears. Celestia smiled as she turned with her sister beside her. The Element Bearers, and Spike, bowing their heads.

"I cannot thank you all enough for all you have done this day. But I fear there is still much to be done." Celestia said to them. She drew the rapier from her belt.

"I ask you all to kneel before me." she spoke up, waiting until they were lined in front of her, tapping her blade upon each of their shoulders.

"I name thee, Knights of Terra, Defenders of the realm." Celestia intoned. They blinked with wide eyes, glancing up at Celestia.

"The power of the Elements now lives within each of you. In times of crisis it will be you who we will depend upon."

"Ya'll can count on us Princess!" Applejack cheered.

"Count me in!" Rainbow grinned, crossing her arms.

"Oh! this is gonna be so much fun!" Pinkie giggled.

"I...I don't know what to say..." Twilight mumbled.

"Hey, at least you get that cool armor!" Spike chuckled. Twilight rolled her eyes, the six friends blinking as their armor faded away, the glow of the elements fading away.

"It will take some time before each of you masters the powers granted to you by the Elements. But I will be here if you ever have any questions." Celestia promised them.

"Hey! You know what this calls for?!"

"A party!" Pinkie Pie cheered. They all blinked, looking at each other.

"H-how did we get here?" Twilight asked. Rainbow Dash chuckled

"That's just Pinkie Pie for ya." she offered as an explanation. Luna blinked in surprise as the people of Eravil welcomed her and Celestia with open arms.

"They are cheering..for us?" Luna asked softly.

"Yes sister. For US, not just me, not just the day. But for US." Celestia promised her. Luna struggled with herself, wanting to be happy. But it felt too good to be true. The Nightmare was gone from her mind, her sister standing beside her, her people being happy to see her. It was too much. Celestia gave her hand a gentle squeeze and smiled at her.

"Come sister, we've much to discuss. You've missed quite a bit..."

Twilight sighed as she watched the festivities. Everyone here seemed so happy. They all waved and greeted her or offered her a drink or something to eat. No one poked fun at her. It was strange. She couldn't put a finger on the feeling.

"Whats wrong my faithful student? Are you not happy that your journey is over and you can return to your studies?" Celestia asked.

"Well...its just. I went through so much to learn what its like to have friends...and now that I finally have them, I have to leave them." Twilight said sadly. Celestia smiled to herself, clearing her throat.

"Spike, take a letter." she called for him, the Dragonkin quickly doing as told.

"I, Princess Celestia, hereby decree, that the Magian Twilight Sparkle shall remain here in Eravil and continue her studies of the power of Friendship and its connections to the magical spectrum. She is to report to me her findings from her new home at the Eravil Library." Celestia said. Spike quickly writing it down and holding it up for her to sign.

It vanished in a puff of Dragons Fire, to be filed away as an official decree. Twilight gasped as her friends pulled her into a group hug, all of them laughing.

"Well, that was interesting. But what now Celly? You've got your pieces on the board now it seems. I suppose I should start placing some of my own." he mumbled, tossing a piece of popcorn into his open mouth. He grinned and chuckled to himself, vanishing with a snap of his fingers.

Sub-chapter: The Sun Vs the Moon

"The time will soon be upon us. You know what you must do." she said softly.

"But Princess! Why can't I tell her?!" the guard demanded, hidden in the shadows of the magical mirror Celestia stood before.

"She must discover it for herself my friend. You must keep your place in the shadows until the time is right. I will do what I can to stall for time, keep them safe." she offered him a small smile.

"I'll do my best Princess...I promise, she won't win." the guard swore moments before a spear of dark energy smashed into the mirror. Celestia closed her eyes for a moment, gathering what courage she had left as she turned to face her sister.

"Its been far too long sister. How many years? A few hundred? No...It seems more like a thousand. It must have been quite lonely on the throne for all those years. Any pointers? I'll be sitting there for quite awhile you know." Nightmare taunted as she strode into the room, her dark purple armor gleaming in the moonlight that flooded into the throne room.

The runes etched into her very being matched the glow of her beloved nightsky, along with the fiercely burning magical aura that surrounded her entire being. The final icing on the cake, her incredibly large pitch black wings, stars etched into the ethereal fabric. This was the creature that had stolen her sister from her. A being of jealousy and hate. A being she had created in her negligence.

"Sister, this doesn't have to end this way."

"Oh? Is that your plan Celestia? Put me in time out and talk me down from my high horse? No, thats not how things are going to work. While you have sat here watching our subjects and putting on a few pounds..." she fell silent for a moment, letting the insult sink in,

"I have grown stronger with each and every day. And now the day shall come to an end!" she threw out her arm, a fresh bolt of magic launching towards Celestia, only for a lone knight to fling himself in the way, a barrier sending the bolt through the ceiling.

"Princess! You must get to safety!" his voice echoed with the sheer amount of mana being poured into the barrier. Celestia smiled, placing a hand on his shoulder.

"You are very brave Shining Armor. But this is my fight. Get as many people out of Celamont as you can." she ordered. He blinked in shock, glancing over his shoulder.

"I won't abandon you Princess."

"How very touching, are you willing to die for your Princess little soldier?" Nightmare sneered.

"I would proudly lay down my life to defend her!" he roared, drawing his sword from the shield that adorned his left arm.

"SO BE IT!" Nightmare clapped her hands together, forming a simple spear from her magic. Shining Armor charged, leaping over the spear and raising his shield to parry away a strike, gasping as Nightmare's magic snared his ankle and quietly muttering a charm under his breath, freeing himself from her grip and sliding across the ground. He moved to rush once more, Celestia blocking his path.

"That is enough Shining. There is more at stake here than my life or your honor. Think of your parents, your sister, your fiance." Celestia hissed. Shining Armor fell silent, gritting his teeth as a magical blast hit them, Celestia flinging it away.

"Move now!" she ordered. The knight swore under his breath as he slid past Celestia, roaring and flinging a weak bolt at Nightmare, waiting for the right moment. The mistress of the night easily deflected his spell, but it was only a distraction. With his opening clear he spun, slicing through one of her wings and sliding down into the hallway, making his escape.

"I will return Princess!" he called out as he ran. Figures grew from the shadows, blocking his path. He refused to be deterred, charging straight into the fray, sword ablaze with magical power, his shield raised to defend against the guns they drew. No doubt they were loaded with witches bane.

He grinned to himself as they fired, roaring as he flung his shield at the first of the three, sliding to the side with the movement to avoid the first few shots, his shield meeting its target and knocking the first goon out cold. Shining leapt for the wall, kicking off as hard as he could and rolling in the air, gunfire sounding around him and a bullet pinging off of his blade.

The young soldier landed on his hands and toes, sliding forward on his left hand and smashing his armored feet into the second goons ankle with a sickening crack, his blade coming up as he pushed to his feet, one arm hooking around the falling goons midsection, the other resting his blade at their throat as he turned to the last figure.

"Its true what they say about you. Truly the best Celestia has to offer. I'm sure she would be proud of you."

"Gale, shut the fuck up and get him off me!" the wounded figure in his hold spat.

"I dunno Strike, you look good in red." Gale taunted. Shining gritted his teeth, realizing Gale didn't give two shits about his comrades. He could use this time to catch his breath though. It wasn't easy maintaining so much magical power at once, but it was his only hope of making it past the Knights of Nightmare.

There was no telling how many were already in the castle, stories claimed they could hide within any shadow or even in direct moonlight. For all he knew, he was surrounded and these three were toying with him.

"But really, one guard so easily taking two of us down, its quite a shame. You know our queen wouldn't let you live if she knew this brat took you out so easily."

"I'll save you the trouble!" Shining roared as he slit Strikes throat, gritting his teeth as Gale fired, the bullets almost piercing his barrier. Gale stared in shock.

"Witches Bane cuts through any magic. A Celestian would struggle against it!"

"You learn something new everyday." Shining shrugged, jamming his sword into the knights stomach, kicking Gale off of his blade before rushing down the hallway. It was a long way out of the castle and there were more shadows than he remembered.

Nightmare swore under her breath as Shining sliced through her wing, turning her back to Celestia as she chanted. She refused to let some arrogant knight leave a mark upon her and live to tell the tale. At least thats what she thought until she heard the sound of a blade being removed from its sheath.

She turned back around in time to shift to shadow, Celestia's blade leaving a burning sensation as it neared her. The nightmare shifted away, returning to normal form and glaring at her sister. Celestia had cast aside her formal robes, standing in gleaming pure white armor. A sun-crest emblazoned across her bosom, rapier in hand and hand upon hip.

"You think my skills lacking, you think my form pudgy. You are sorely mistaken sister and if need be I will cast you away for another thousand years!" Celestia yelled, her wings flaring to life. Nightmare scoffed, twirling her spear of darkness between her fingers.

"Perhaps you should spend a thousand years in exile, it does wonders for you." Nightmare chuckled, vanishing and appearing in front of her. Celestia raised her blade, knocking back the spear and stepping back slightly, though Nightmare remained on the offense, vanishing instantly only to reappear with a different angle of attack.

Celestia knew she was fighting a losing battle. She hadn't held a sword in years nor practiced any useful combat magic. She had never planned to win this fight, nor did she want to. It had been all too painful to seal away her sister.

She wouldn't dare attempt to kill her, no matter the cost to herself. She gasped as the spear split into daggers, catching one with her blade, the other slicing through her armor and knocking her back into the wall. Nightmare instantly took advantage of the position, resting the edge of a dagger against her rib, the other pinned to her throat. Celestia closed her eyes, dropping her sword.

"Will you hear my words sister? Will you allow me a final moment?" Celestia asked.

"Of course dear sister. You allowed me the same before my entrapment. Turnabout is fair play as they say." Nightmare chuckled.

"I am sorry...those words mean nothing to you I am sure. But every day they have haunted me. For a thousand years I was left to remember that it was I who made you like this. I who ruined our friendship. I, who must now do what I swore to never do." Celestia roared as she pushed forward, the dagger biting into her throat and the runes across her body glowing, the armor around her shattered as she grabbed Nightmare.

With the power of the Titans coursing through her veins she spun, flinging the Nightmare clean through several walls. She stood there for a moment, panting heavily and dressed only in her small clothes. She needed to buy more time. If only a few more precious minutes.

Twilight was already on the trail of the elements, that much was clear in her earlier letter. She only hoped Twilight remained as determined as she always had been. Nightmare Moon slowly made her way back into the throne room, chuckling softly.

"Impressive sister. You finally show that little deceptive side Discord was so proud of."

"How dare you speak his name in this place!?" Celestia cried.

"Does it still sting sister?! The mark he left upon us!? I know you still feel it!" Nightmare poked and prodded.

Celestia marched towards her, runes ablaze upon her skin. Nightmare smiled, catching the punch the angered elder sister threw, sliding forward and grabbing her arm, her own runes glowing as she hefted her sister up by her arm and spun around and around, letting her soar into the air. Celestia rolled, flinging out her wings to catch herself, light surrounding her as she called to her magic.

Nightmare smiled, kicking off the ground as hard as she could, the two sisters flying straight for one another, magical weapons in hand and roaring to the heavens. In a flash it was over. Celestia fell to her knees, Nightmare standing over her, armor badly damaged and blood leaking from her side.

"You are holding back sister. You fight bravely, but poorly. Why?" Nightmare demanded. Celestia gripped the rubble beneath her as she hung her head.

"Because you are my sister and I love you! I cannot bring myself to harm you anymore than I have..."

"You are a fool sister. Such notions are what cost me our first fight. Perhaps in a thousand years you will prove yourself a challenge to me." Nightmare spat. She held up her arms over the elder sister as she began to chant.

It was a spell Celestia recognized, but it had required the power of the Elements for her to use it. Of course, she didn't have the powers of Chaos at her control then.

"Goodbye sister."

"Farewell...Luna."

Author's Notes:

Bonus points and your OC included in the story if you can guess who Celestia is talking to in the magic mirror

Episode Two:Flight of the Magian

Twilight yawned as she sat up, rubbing the sleep out of her eyes. She froze and blinked, looking around. When had she fallen asleep?! Looking down she found the reference guide for the Elements...with her drool all over it.

"AHHHHHHHHHHHHHHHHHH!"

"Yup...just another normal day." Spike mumbled as Twilights scream woke him up. He sighed, crawling out of his bed and dragging his feet towards the kitchen.

"Coffee..."he grumbled under his breath, putting on a pot and leaning against the counter. It had been a week since the defeat of Nightmare Moon and still Twilight was scanning every last page of the reference guide.

Spike calmly poured himself a cup, setting it aside and making another for Twilight. Due to his rather...strange appetite, this was the norm for them. He had always made it a habit of keeping his food separate, lest Twilight need a visit to the dentist.

The panicking Magian stumbled her way into the kitchen in time for her assistant to hand her the cup of coffee which managed to somewhat sooth her nerves. Spike peeled the book from her grasp, blowing over it gently to dry the drool, letting a small puff of fire lick the page so it wouldn't cake.

"There, just like new." Spike said with a smile as he set it on the table. Twilight sighed as she sat down, holding her coffee with both hands.

"Thanks Spike..."she mumbled. He raised an eyebrow and sat across from her, dropping two small rubies into his coffee instead of sugar.

"Why is this bugging you so much?" Spike asked, causing her to glance over at him.

"That power, that knowledge. All of it vanished after Nightmare was defeated. None of us remember HOW we did any of that and nothing in this stupid book explains anything!" she sighed in frustration, massaging her temples.

"What if some horrible beast escapes Tartarus and our ONLY hope of defeating it is knowing how these..." she lifted up her tiara, glaring at the trinket "work. I need to know Spike." she set the trinket down, returning to her coffee.

"Driving yourself nuts day and night isn't going to solve anything. have you tried asking the Princess?" Spike asked. Twilight blinked, and then blinked again, staring off into empty space before letting out another ear piercing scream.

"Why didn't I think of that?!" She cried, slamming her face down onto the table. Spike shook his head, summoning his trusty pen and grabbing some paper.

"Ready whenever you are." he said with a smile.

"Grmfrmbrghfer." Twilight mumbled into the table.

"Is that with an F or a Ph?" Spike asked jokingly, dodging a spoon.

"Dear Princess Celestia..."

"What is with these clouds today?" Rainbow grumbled, twirling in the air and slamming her leg through a rather nasty looking cloud that had drifted over from the Everfree. She sighed, sitting on a drifting cumulus and relaxing for a minute.

"Its like the weather there is getting worse." Rainbow mumbled, crossing her arms and gazing over Eravil and towards Everfree. A bad storm was brewing there.

"If that hits the town it'll tear it to shreds..." she gulped, diving off her cloud and flaring out her wings. Gritting her teeth, she pushed her wings harder as the clouds raced towards Eravil.

"Go Dashie!" Pinkie yelled from below, waving a rainbow colored flag. Rainbow chuckled as she dived into the cloud to break it apart, blinking and screaming as she bounced off it and went tumbling backwards through the air. A quick roll and twitch of her wings and she was rightside up once more.

"Tough guy huh? Alright then pal." Rainbow flew up as high as she could, up until the air was thin and her skin felt cold as ice before dropping down like a rock, headfirst toward the gathering storm.

"You're mine!" she screamed over the wind, eyes wide as the clouds began to rumble.

"Uh oh..." she tried to stop, but at that speed it was hopeless, even for her. She could pull up, but she wasn't going to escape unscathed. Though if she pulled up now the storm would definitely hit Eravil.

"The things I do for this town." she mumbled, throwing up her arms in front of her and screaming as bolts of lightning flew at her from above and below. She closed her eyes, still diving straight for the storm.

It wasn't until she bounced off the cloud that she realized the lightning hadn't touched her. Of course the ground wasn't as forgiving. She groaned, rubbing her bottom and finding her armor in place of her shorts.

"What the...how the heck did I end up in this?" she mumbled.

"Dashie that was amazing! You were all like AHHHHHHHHH! and the lightning was all like BZZZZZZT but then you started glowing and the lightning bounced clean off you like it was nothing! and then you bounced off that scary looking cloud thats about to destroy our home." Pinkie summarized.

"Oh crud! Go get AJ! quick!" She told her, her wings flickering to life as she kicked off the ground and chased the storm. Pinkie Pie saluted and proceeded to bounce as quickly as she could to Sweet Apple Acres. Rainbow glanced around, waiting until Pinkie was out of sight before she began to chant under her breath, her eyes glowing dimly. She had to stop that storm, no matter the cost.

"Applejack!Applejack!Applejack!" Pinkie Pie yelled, banging on the door like a madwoman. The Gaian sighed as she pulled it open, finding Pinkie just standing there.

"What is it now Pinkie?" Applejack asked.

"You gotta come quick! There's this big nasty storm about to destroy Eravil and Dashie needs help!" Pinkie said quickly before running off.

"An where are you goin'?!" Applejack called after her as she grabbed her lasso and hat.

"To get the others!" Pinkie called back, already past the orchard and out of sight. Applejack stared across her home with wide eyes, seeing the massive storm that was building over Eravil and stretching towards Sweet Apple Acres.

"Oh no..."

"Sounds like its gonna rain." Spike mumbled as he washed the dishes from their light breakfast.

"Another reason to stay inside and study." Twilight reasoned. That was until Pinkie burst through her door and grabbed her by the hand, dragging her outside before she could be scolded for running in a library, amongst other things Twilight had scolded her for before.

"Come with me! There's no time to explain!" Pinkie giggled

"I've always wanted to say that, hehe."

"Pinkie let go! What..." Twilight stared up at the sky with wide eyes, dropping her favorite mug.

"What is going on?" Twilight asked.

"This big ol nasty storm blew in from over the Everfree forest. Dashie is in it somewhere!" Pinkie panicked.

"Calm down Pinkie Pie. Rainbow Dash is a Skyborn, a very powerful one at that. I think she can handle a storm."

"GAHHHH!" Rainbows screams could be heard faintly over the boom of thunder and clash of lightning.

"But maybe we should help, just in case." Twilight gulped.

"How are we suppose to do anything though?" Pinkie pouted.

"Well...You're a Gaian. You could probably jump up there, but that wouldn't help if you can't manipulate the cloud like Rainbow can. I could try and snare it in my magic, but its too big for me to do it alone."

"Perhaps I can be of assistance then darling." Rarity said with a smile, her eyes glowing brightly. Twilight smiled and sighed in relief.

"With the two of us I think we can push it back. But if even Rainbow can't handle it alone then we might need an extra hand."

"How 'bout two?" Applejack asked with a tilt of her hat.

"Woo-wee, that's a biggun fer sure. Ya'll think my lasso can hold it?" Applejack asked Pinkie.

"Won't know til ya try!" the baker giggled.

"Alright then. Pinks, since ya'll run faster than a scared jackrabbit ah'm gonna have ya do somethin fer me. Ah'm gonna grab that there cloud and ah want ya t' run as fast as ya can t' th' forest with it." Applejack said. Pinkie nodded and gave a salute.

"We'll help." Twilight said, throwing up her arms along with Rarity. The two chanted loudly, calling to the mana that surrounded and flowed through them and wrapping it around the storm.

"Its too big Twilight. I don't think this is going to be enough." Rarity said as she strained to push the storm back.

"Keep trying Rarity! We've got to stop this before it gets ugly." Twilight said through gritted teeth. Applejack meanwhile spun her rope about in the air before flinging it at the edge of the storm, grinning as it latched on snugly. The other end was tied around Pinkie like a harness, waiting for her to pull the storm back to Everfree.

"Alright Pinkie! Go!" Applejack yelled. Pinkie Pie's body began to glow as her runes came to life, the baker kicking off with the power of a train towards the forest and slamming face first into the dirt, burying herself halfway into the ground.

"Sheesh, that's a stubborn storm." Applejack mumbled as she plucked Pinkie Pie out of the ground.

"Owie..." Pinkie whined. She blinked as Fluttershy placed a bandage on her cheek.

"Hi Shy! Wait, why are you outside? I thought you were scared of thunder, and lightning, and big clouds, and your shadow, and..." Pinkie stopped as Applejack put a hand over her mouth.

"Ah think she gets it Pinkie."

"Well, um...I-I wanted to help. I heard Rainbow over the storm a-and...well..." she lowered her head

"Well, ah think ya'll might have better luck than us Shy. Me an Pinks strength is nothin t' that there storm. Twi and Rare are givin it all they got but it ain't budgin'. It looks like its up t' you an Dash." Applejack said.

Fluttershy gulped and nodded as her wings came to life. She rose into the air slowly, taking slow breaths and letting out a squeak as the cloud rumbled.

"Keep going Fluttershy! You can do this!" Pinkie cheered. She nodded meekly and continued upward, her eyes wide as Rainbow came into view. Her friend roared as she rolled about in the air, battling a massive monster in the clouds.

In one hand it held a massive bolt of lightning, fashioned like a spear. In the other it carried a large hammer, trying to smash the prismatic Skyborn out of the air. Rainbow rolled around the hammer, chanting loudly and throwing out her arm, one of the orbs that flew around her shifting into a lightning blade, the other shifting into a shield of ice and surrounding her arm.

She roared as she dove towards the beast, twisting through the air and raising her shield to block the bolt as she slashed his arm with her sword. The beast roared in frustration, bringing up its knee and halting Rainbow in her tracks.

As she was knocked into the air from the blow the beast raised his hammer, bringing it down onto her back and sending her into the cloud below. Fluttershy was frozen in shock and fear, unable to move or speak as it turned its attention to her.

It hefted the spear of light over its head and chucked it towards her, Fluttershy merely hovering there as it soared for her. She managed to scream and throw up her arms as the bolt neared her. She hovered there, expecting to be scorched or torn to shreds.

Slowly she lowered her arms, finding her friend in front of her with both hands on the bolt, her hair standing on end and her eyes glowing brightly as she screamed and crushed the bolt in her hands. Fluttershy stared with wide eyes as her friend hovered in front of her panting heavily.

"Shy...you...alright?" she asked, her voice echoing as mana tore its way through her.

"R-Rainbow, I'm fine but..what about you? I-is that...Mana?" she squeaked as Rainbow glanced over her shoulder.

"Shy, get to safety. I don't know what this thing is. But its tough. I'm gonna have to go all out on it. I don't want anyone to see this." she said softly.

"I-I'm not leaving you here!" Fluttershy argued. Rainbow smiled and hugged her, pinching just above her neck and causing her to squeak as her wings vanished.

"Sorry Shy." she whispered, dropping her. Fluttershy screamed as she fell, blinking as she landed on a small cloud. It drifted down towards the ground where her friends waited, surrounding her as tears filled her eyes.

"Shy! what happened?!" Twilight asked. She shook her head, curling up into a ball, unable to stop the tears from flowing.

"She's been Nullified..." Rarity gasped, noticing Fluttershy's Avaros marking was dulled.

"How??" Applejack asked, Fluttershy simply shook her head again.

"Now isn't the time for questions. Now is the time to help our friend." Rarity said, pulling Fluttershy to her feet and hugging her gently.

"I'll take care of Fluttershy. Maybe you can find a way up there." Rarity said to Twilight. The Magian sighed as she looked up, the storm flickering as if it was ready to burst at any minute.

"Applejack...hows your throwing arm?" Twilight asked.

Rainbow swore under her breath as she pinched the nerve just above Fluttershy's neck. A weak spot of Skyborn. She wouldn't be able to fly for at least an hour, but it was better than what she was about to do. She doubted her friend would ever forgive her for Nullifying her, but it had to be done. Combat just wasn't Fluttershy's thing.

Turning around Rainbow sighed and raised her arms, calling to the mana in the air as the monster ran towards her. It raised its fist and she threw up her arm, casting a barrier in the way, roaring as she flew forward and slashed at it again and again with her lightning blade, another barrier flying up to knock back its hammer.

Glancing over her shoulder she saw Twilight just above the storms edge with one arm out. The Magian fell, only to appear again and cast another barrier around Rainbow who had been shocked to see a Magian this high in the air.

The barrier managed to save her from suffering a blow from the beasts hammer, embedding her in the cloud below. The beast raised a foot to smash her only for Twilight to reach out with her magic and pull her out of the way. She wasn't sure how the Magian was doing it, but she was grateful.

Rolling onto her feet she roared as she ran forward once more, blinking as Twilight appeared in front of her.

"Sorry Dash!" she screamed as she threw her arms around her and teleported. The two found themselves on the ground below.

"What the heck Twilight!? I almost had it!" Rainbow fumed.

"No you didn't. That's a Storm Mason. All you're doing is feeding it!" Twilight argued.

"What?" Rainbow asked

"A storm mason. They normally live in mountains and craft snow storms, but this...I don't understand how this could happen." Twilight sighed.

"So how do we stop it?" Rainbow asked.

"Well, you can manipulate weather. Applejack can throw pretty well, Pinkie's a good catcher, and I've got magic." Twilight pointed out.

"What?" Rainbow asked again

"My throwin arm'? Well shoot, pretty darn good ah s'pose. Why?"

"I need you to throw me up there so I can see whats going on."

"Ya'll wanna run that by me again Sparkle? Did ya'll jus' ask me t' throw ya?"

"Yes, straight up towards the edge there."

"Unless ya plan t' sprout wings ah ain't doin it. How in th' heck are ya expectin' t' get down in one piece?"

"I'll need you two to catch me and throw me back up." Twilight said, nodding to Pinkie.

"This is insane, ya know that right?" Applejack asked as she bent down and cupped her hands.

"I know. But its all we've got. On three...one...two...three!" Twilight kicked off as Applejack tossed her with all her strength, the Magian soaring through the air and blinking as she caught sight of the Storm Mason battling Rainbow...who was using magic to fight it.

Don't be silly Twilight. She's an Avaros, that magic has to be from her Element. She has the armor on...somehow. I'll have to ask how she did that later. Oh crap falling!

Twilight bent her knees as she fell, Pinkie launching under her and cupping the Magian's heels before tossing her back up. On this launch Twilight managed to focus, chanting under her breath and casting a barrier in front of Rainbow to block the smiths attack.

Again she fell with Applejack skidding to a stop below her and catching her one handed, chucking her back into the air like a spear. Twilight managed to throw a barrier around her friend and pull her out of the way of the Smiths foot before she fell again with Pinkie chucking her back into the air.

"Whoopee! This is fun!" Pinkie giggled.

"Focus Pinkie!" Applejack scolded her, keeping her eyes on Twilight, at least until she vanished into thin air.

"Where'd she go?!" Applejack panicked, Pinkie tapping her shoulder and pointing next to them where Twilight stood with Rainbow.

"You know you're insane right?" Rainbow said as Twilight finished explaining how a Magian could fly. The storm above them began to shake and rumble, lighting up briefly as a bolt of lightning crashed down next to them, just barely missing them. Twilight threw up a barrier around them, the next bolt striking it instead of them and coiling around the barrier before sinking into the ground.

"Its too strong." Twilight panted.

"Its gotta have a weakness. C'mon Twi', how can we beat this?" Rainbow asked. Twilight glanced over at her and the two orbs swirling around her.

"We can't...but you can. It feeds off the lightning its cloud home generates and uses it as a source of power and to craft its storms. If you can cut off its source of power..."

"Then it won't have anything to trash the town with. Awesome! How do I do that?"

"You'll have to absorb the lightning yourself." Twilight said softly. Rainbow Dash blinked.

"Oh. This is not gonna be fun."

"Are ya'll nuts? Ah get she can take a lickin, but how's she s'pose t' take in THAT much lightnin an live?!"

"Relax AJ. I got this." Rainbow winked, launching straight up through a hole in Twilights barrier that closed the moment she was through.

"It'll be ok Applejack. Being a Skyborn she can channel that energy into other clouds before it can cause her any real harm and it'll dissipate harmlessly." Twilight assured her.

"What if she can't find no clouds to 'channel that energy' into?" Applejack asked. Twilight fell silent, hoping her friend would be okay.

"I'm an idiot." Rainbow Dash scolded herself as she flew straight towards the Storm Mason, flipping over it and slamming both feet into the back of its head, sending it stumbling forward. Before it could turn she was already flying off towards the head of the storm cloud. In the center sat the Masons Forge with the majority of the lightning channeled into it.

"One Human Battery, comin up!" Rainbow gulped as she dived into the Forge and grabbed hold of the bolts. She threw her head back and screamed as she called on her magic, using it to pull the energy of the lightning into herself.

In the distance she could hear the Storm Mason running towards her and gripped the bolts tighter, gritting her teeth as her leg spasmed from a rogue bolt. She glanced through the corner of her eye, seeing the Storm Mason getting closer.

"COME ON!" She screamed, blinking as the bolts came free of the Forge and sat in her hands. The rumbling slowly began to die down, the Storm Mason standing before her and roaring as it raised its hammer. She gasped, raising up her arms to protect herself, the hammer bouncing off the bolts she held.

"Whoah." She mumbled, grinning as she hovered in front of him.

"That's right, not so tough without your big bad bolts huh?!" she taunted, twirling them in her gloved hands. With one last angered shout the Mason turned away and vanished into a puff of cloud. Rainbow simply stared, still holding both bolts and hovering in mid-air, not even noticing the storm fading away from around her.

"WHOO! Way to go Dashie!" Pinkie cheered from below, snapping her out of her daze. She slowly lowered herself to the ground, her wings vanishing as she stood there.

"Rainbow...are you ok?" Twilight asked as the Skyborn hung her head.

"I dunno Twilight..." she mumbled, staring at the bolts she held in each hand. Any normal Skyborn would've been fried from that much raw lightning flowing through them. But her magic and probably her Element, had kept her safe.

But what was she to do with them now? She mentally shrugged and without thinking tucked them into her belt, her armor glowing and fading into the Element of Loyalty around her neck, taking the bolts with it.

"That was...amazing Rainbow. How did you summon your powers?" Twilight asked excitedly.

"I don't know!" Rainbow yelled suddenly, causing her friends to flinch.

"Sorry, I just...I never asked for any of this crap." she grumbled.

"I-I'm sorry Rainbow Dash. I didn't mean for any of this to happen. I knew I should've gone alone into the Forest..." Twilight sighed.

"Wait, what? You think I'm upset about that? Geez Twilight, for an egghead you really are stupid." Rainbow chuckled. Twilight just stood there, a look of pure confusion plastered across her face.

Rainbow sighed and held up her hand, a little ball of light appearing in it. Twilight blinked, and then blinked again. Her friends had begun to notice it was a pattern of hers, something that happened when she was on the brink of realization.

"You're a Magian?!" Twilight gasped. Now it was Rainbow's turn to explain how a Magian could fly. It was going to be a long day. At least it was sunny outside.

Episode Three:Secrets of the Rainbow Part One

It didn't make sense. It couldn't make sense, It shouldn't make sense! But as she pulled the pieces together she came to several conclusions. The first being that there were just things in this world she didn't know. The second was that friends could be there for you and you might think you know them, but everyone has their secrets.

The third being that the possibility of crossbreeds wasn't that far-fetched, but rare in itself. It took Rainbow snapping her fingers in her face to realize she had been staring blankly for the better of five minutes without responding.

"For starters, I'm not a Magian." Rainbow said, rubbing her arm and lifting her shirt sleeve slightly to reveal a mark of the Ancients. One that all Magian's were born with.

"Then what are you?" Twilight asked without thinking. Rainbow sighed sadly.

"I don't even know really." she admitted, looking around. "Look, I'll tell you what I know, but can we talk somewhere more...Private? People are staring." Rainbow mumbled. The group of friends glanced around, noticing a crowd building.

"Ah think movin' would be a good idea sugarcube." Applejack agreed, giving Twilight a gentle nudge before she fell into another daze. Together they made their way to the Library, where, after Spike had made them all some tea, they sat to talk.

Rainbow stared into her cup, as if she could escape through the light brown liquid. She closed her eyes for a moment, tears starting to stream down her cheeks. Twilight bit her lip, hesitating before putting a hand on her shoulder, causing her to flinch.

"You don't have to explain if you don't want to Rainbow Dash." she said softly.

"N-no. I need to get this off my chest." Rainbow mumbled, wiping the tears away and clearing her throat.

"I was just a kid..."

Ten years Ago

Nightgale sighed as she glanced over her notes, her daughter sitting in her office chair and giggling as she spun around.

"Be careful Dash. I can't have you breaking any bones, this research is important you know." she scolded her. Rainbow pouted, crossing her arms.

"Why do I have to do this? Can't someone else do it?" she whined.

"I already explained Dash...Because you are a growing Avaros your brand of magic is still building and weaving itself into your body. This research has to be done in the middle of that process or the results won't add up to anything!" Nightgale fumed. Rainbow hung her head.

"Sorry..." she mumbled.

"Its alright. As long as you understand. Okay Dash, Open your wings." she ordered. Rainbow sighed and stood, turning her back to her mother and lifting up her ponytail, her small wings coming to life and spreading out. She winced as her mother used a small mana-knife and removed a 'feather'.

"Alright, keep your wings out." she told her, leaving Rainbow standing there and mumbling swears under her breath. Nightgale placed the feather under a microscope, applying a bit of magic to it and watching the results with a grin.

"Just as I thought. No response to conventional methods" she mumbled, scribbling down some notes.

"Okay Rainbow, ready for your treatment?" her mother asked. The hairs on the back of her neck stood up as she gulped.

"D-do we have to?" she asked, her voice shaking.

"Its for the good of science Rainbow. You'll be a hero to injured Skyborn and those with defective wings. All good things in life are earned through hard work and suffering. Now come on." she said as she grabbed her arm.

"NO! I DON'T WANNA!" Rainbow screamed, blinking as her mother slapped her, picking her up and forcing her to lay on her stomach on the operating table. Rainbow kicked and struggled, but her mother simply held her down with her magic while she placed several restraints around her.

"I'll begin the treatment now. It'll be easier if you cooperate Rainbow." Nightgale said softly, holding her hands over her body and chanting softly in the language of the Ancients. Several runes began to mark themselves across Rainbows skin, the Avaros screaming as mana poured into her, her wings twitching and glowing dimly.

Nightgale held a clipboard in her magic, scribbling notes as she continued the process. Rainbow grit her teeth, trying to ignore the pain, trying to pull free of her restraints. Anything. But she was held tightly and there was no escaping. Finally she gave in, sobbing into the pillow that was her only comfort.

"Hm, process still causes pain in subject, but results are what matters." Nightgale said into a recorder. Finally she stopped, picking up her knife once more as she pinched the now fully restored feather. She carefully removed the feather and compared it to the previous one with a smile.

"Yes! I'm a genius! Application of Mana Transference and Binding holds Positive results in Wing/Feather Regrowth and Stabilization. Mana offered: minimal. Mana Maintained: Near maximum. Process almost ready for submission as normal practice." she said happily, turning off the recorder. Rainbow still lay on the table, her face buried in the pillow. Nightgale sighed and crossed her arms.

"It wouldn't be so difficult if you cooperated Rainbow." her mother scolded her. Rainbow said nothing, simply laying there with her face in the pillow.

It wasn't until her body stopped shaking that Nightgale realized her daughter was trying to suffocate herself. In a panic she yanked the pillow away, Rainbow gasping for breath and screaming as she pulled on her restraints.

"I HATE YOU!" she spat, tears stinging her eyes as she flared her wings uselessly. The bindings that held her were built to hold down Gaians. There was no way she'd escape, she knew that. But she was gonna try anyway.

Nightgale sighed, deciding to wait it out. There was no stopping her daughter in the middle of a fit. Eventually she would run out of steam and the Magian would be able to continue her research in peace.

"When you are ready to continue we can begin the Final Stages. I'll leave you to think about your future." Nightgale said as she left the room, her magic undoing the straps that held her daughter. Rainbow curled herself up and hugged her knees to her chest.

"Th-that's awful! That's child abuse!" Twilight yelled. Rainbow nodded slowly.

"Yea, I guess it was..."

"Th-there's more isn't there?" Twilight asked softly. Rainbow nodded again, gripping her cup. Applejack, while trying to be there for her friend, had begun to take notice of several things. The closeness of the two, Twilights concern for her new friend, and the trust Rainbow had given them. She didn't want to make any conclusions, but she kept her eyes open.

"I was born with Defective Wings. My mother being Magian and my Father being born unable to fly at all, it was a wonder I was Skyborn. She was trying to repair my wings as part of her research. At first it was great..." Rainbow admitted, taking a shaky sip of her tea.

"My parents gave me a lot of love and attention then, always asking if I was okay, always trying to do the best they could to give me the future they felt I deserved. But then things went bad, real bad.

"Dad caught some kinda sickness. I think it was called Mareks Disease or something. But it was related to his wings and it was spreading through his entire body and eating him from the inside out. My mothers research was the only thing that could save him. So she turned to more drastic measures." Rainbow explained.

"Everyday she would remove the same feather, everyday she'd grow it back and everyday the treatments became more and more painful. She told me it was to save my father, to save my wings and prevent me from getting sick. She said it'd change the world and I'd be a hero for all of my suffering. She didn't say what it'd cost me." Rainbow squeezed her cup so hard it cracked.

She sniffed as she sat up, placing a hand on her sore cheek. She expected to feel a bruise or a bump. But there was nothing. Just the memory of being hit. She grabbed her mothers chair, using it to stand up high enough to look at herself in a mirror on the wall.

Sure enough she was perfectly fine, despite how hard she'd been hit. She peeked over her shoulder, looking at her wings. Each day they seemed stronger, and even though her mother always stole a feather, it seemed like she hadn't lost a single one.

"Is this the point of all this?" Rainbow asked herself, staring at her reflection. She jumped as her mother burst into the room, looking about frantically and snatching her in her magical grip.

"I've got to hurry! They are coming for my notes, for everything! I can't let them destroy it! I've come too far!" she yelled in frustration. She glanced at her daughter, seeing the glowing mark on her back.

"There's only one way...They can destroy my notes, but they can't destroy my proof, my evidence, my accomplishments!" She giggled uncontrollably, holding Rainbow in the air as the room grew dark.

She struggled to break free of her mothers magical grip, but once again it was pointless. A losing battle. She closed her eyes and clenched her fists.

"Just get it over with already!" Rainbow yelled.

"This will be the final treatment...after this..." Nightgale paused, never finishing the sentence as she returned to her chanting. A flame came to life on Rainbows left, shaped like a portion of her mothers marking, then another, and another, all swirling around her faster and faster.

Nightgale grit her teeth as an arcane circle spread about around her, another underneath Rainbow, linking them together. A group of scientists burst into the room as the spell intensified, blowing papers around the room which echoed with Nightgales' chanting.

"STOP HER!" one of them yelled. Stepping forward and glaring as a hand stopped him

"If we stop her now we risk killing both of them!" another argued. Nightgale allowed herself a grin. She would have her last hurrah. Her head flung back as the mana began to drain out of her body, Rainbow screaming as it sunk into her skin, drawing patterns and carving its way through her entire being.

Slowly a marking came to life upon her shoulder as her body spasmed, eyes wide and glowing brightly. In an instant it was over, Rainbow falling to the ground as her mother collapsed. Rainbow groaned as someone lifted her, a sad smile touching her lips as her father came into focus.

"I'm so sorry...if I had known..." he pulled her close. She wrapped her arms gently around him, sobs building in her throat as she listened to him wheeze painfully with every breath. Out of the corner of her eye she could see the scientists studying her mother who lay on her side, her skin clinging to her bones.

"Look...at her..." Nightgale wheezed, pointing a bony finger at her daughter.

"See...what my research...has proven?" she chuckled weakly as her arm fell.

"Someone call in the med-team and then security. Blitz, you good to go?" the scientist asked her father. He nodded as he stood, carrying Rainbow.

"We'll get her looked at and taken care of." he promised her father. He answered with another nod, following behind them slowly.

"D-Dad...I-I just wanted to help you..." Rainbow choked. He smiled softly as he continued on.

"I know Dash...But nothing is worth this...Its gonna be okay though. Everything is gonna be okay." he promised, kissing her forehead.

She leaned against him, still held in his arms as a Doctor brought a wheelchair for her father to sit in. The two of them being quietly carted away. Rainbow caught one last sight of her mother, a blanket being pulled over her body.

"It wasn't until they did some tests that they figured out what she did. She took all of her magic, everything that made her a Magian, and gave it to me. Forced it to be a part of who I am in order to preserve her research. To prove that stupid Avaros-Mana theory. Every stupid Magian I met after that just wanted to do test after test after test. It started to feel like my time with mom...I couldn't take it anymore!" Rainbow yelled, tears dripping into her tea.

"And the worst part was...none of it was worth anything! My dad passed away and I was left with nothing! Nothing but stupid Magian jerks looking for a test subject!" she screamed, blinking as Twilight hugged her. Her other friends soon joined the hug. Applejack hugging her from the side and Pinkie from behind. Rainbow swallowed the lump in her throat.

"I ran. I ran as far away as I could to get away from them. None of them could catch me. My wings were too strong and because of my size I was too quick. I thought everything would be fine if I could escape."

She blinked as a young girl slammed headfirst into her.

"OUTTA MY WAY!" the girl screamed, flaring her impressive wings and trying to get past her. She spun, catching the girl by the back of her neck and pinching lightly, causing her wings to fade away and the girl to drop to the ground. The girl jumped to her feet, gritting her teeth as she tried to open her wings, surprising her by actually making them flicker.

"You've got spunk kid." she chuckled.

"Don't call me kid, lady!" she pouted.

"Alright then, what should I call you? How about rude?" she teased. The girl crossed her arms.

"The name is Rainbow Dash. Learn it."

"Alright then Rainbow Dash. You can call me Spitfire. Now, why are you flying around in a hospital?" she asked.

"Those stupid Magian jerks just wanna poke and prod me and use me for their experiments. I've had enough of it!" Rainbow yelled, the wall next to her cracking as she threw out her arm.

Interesting... Spitfire thought to herself, crossing her arms.

"Well, just ask your parents to get you out of here." Spitfire said matter-of-factly. Rainbow instantly fell silent, hanging her head.

"They can't get me out of here, even if they had wanted to. They're dead." Rainbow spat. Spitfire flinched.

Smooth, real smooth. Way to screw with a kid she scolded herself.

"Ya know, they can't legally keep you here without a guardian or family member. They should've at least sent you to an orphanage, but instead they keep you here to study? That's just lame. Come on kid." she said, grabbing Rainbows hand and pulling gently. Rainbow panicked, screaming in sheer terror.

"NO! NO MORE! NO MORE!" she screamed frantically. Spitfire froze, staring at the child as she let go. Rainbow tucked herself into a corner and curled up, rocking back and forth slowly as she stared into empty space.

"What did they do to you?" Spitfire asked under her breath. She clenched her fist and picked the girl up, carrying her in her arms as she headed for the front desk.

"I want to see your supervisor. NOW!" she demanded. The woman at the desk nodded frantically, stumbling over herself to grab the phone.

"S-supervisor to front desk please!" she stammered. Spitfire stood there with Rainbow curled up against her.

"Please mommy...no more..." the girl cried against her. Spitfire held her tighter.

"Its okay kid...I promise, its gonna be okay." she said softly.

"Th-that's a lie...they always say it's gonna be okay...right before they leave me...that's just how he left me..." Rainbow choked. Spitfire groaned internally.

Sweet Celestia this kid has problems. Just what kind of facility is this? Maybe I should rescue Soarin too... She was snapped out of her thoughts by the arrival of the supervisor.

"Oh thank goodness you found her." he sighed in relief as he reached for Rainbow. Spitfire stepped back, clutching Rainbow close and almost reaching for the pistol strapped to her waist before realizing she had left it at the entrance of the hospital.

"Hold up bub, just what the heck are you doing to this kid? I grabbed her hand and she had a damn panic attack so bad I thought she was dying!" Spitfire screamed at him.

"If you'll allow me to explain. The poor girl is suffering deeply, we are trying everything we can to help her but...there's nothing we can do at this point. If you'll come with me I can give you the details." he promised. Spitfire sighed.

"Fine, but she stays with me doc." she said, not giving him a chance to argue.

"She seems comfortable with you, I wouldn't want to ruin that, despite what she might think of us." he said, agreeing with the arrangement. Spitfire smiled a little as the girl began to snore softly in her arms. She accepted an offered seat, sitting the girl in her lap and wrapping an arm around her.

"Now then, as for Miss Dash's condition...Its something none of us have been able to truly explain. I suppose its best if you see it for yourself." he said, scooting his chair towards them, Spitfire glaring at him.

"Yes well...lift her right sleeve and you'll see for yourself." he said, backing away. She lifted the sleeve and stared, unable to understand what it was she was looking at. She had seen the girl fly, she had Nullified her to stop her from hurting herself or someone else. The girl was clearly Skyborn and as hotblooded as one. So why in the name of Celestia did she have a Magian marking?

"Start talkin', fast." Spitfire demanded. The good doctor did his best to explain, telling all he knew of Rainbows mother and the horrible experiments she had done and of the final nail in the coffin.

"She bound all of her magic to this girl. Her very life-force. And now...if we don't find a way to keep her from using that magic, it will kill her." he finished. Spitfire closed her eyes for a moment.

"I'll do it." she said softly.

"Excuse me?" he questioned her, adjusting his glasses

"I said I'll do it. Look, you're a hospital full of Magian Doctors. Sure, you've studied us Skyborn, but you don't know what its like being us. On top of that she doesn't trust any of you because you keep jamming your damn needles in her. So I'll do it. Just get the paperwork done."

"Ma'am, I can't just simply release this girl to you!"

"Look pal, I spend my afternoons cracking jokes with Princess motherfucking Celestia and I will drag her big round ass down here if I have to. Don't think I won't damn it."she threatened.

He sighed, sliding over to a large cabinet, looking through the many folders until he found the one he needed. A quick double check of its contents and the file was placed on the table and flipped open.

"Sign here and she'll be in your care. We will need to perform checkups and attempt to apply a dampener so she doesn't cast any spells."

"Yea, yea, yea. Gimmie a pen."

Rainbow opened her eyes slowly, finding herself staring at a ceiling she didn't recognize. She looked around slowly. The room she was in felt...strange. No beeping of machines strapped to her, no Doctors moving about, no irritating smell or itchy gown. She sat up slowly, a large comforter falling off of her.

"Oh good, you're awake." a voice said. She turned suddenly, finding the woman she had run into before. Rainbow leapt to her feet, her wings flaring to life and her eyes glowing dimly

"You! Why did you stop me?! I was almost free!" she yelled, her voice echoing through the mana in the air. Spitfire walked over to her slowly, flaring out her own wings and causing Rainbow to stare.

"Relax kid." she said softly, kneeling in front of her. Rainbow slowly relaxed, taking a hesitant step forward, and then another, throwing herself into Spitfire and hugging her. She blinked, slowly wrapping her arms around the kid.

"It took some arguing, and some cards I don't like pulling. But I got you outta that place."

"S-So...I'm not trapped in a hospital? Where am I?" she asked, looking around.

"You're at my place kid. Oh come on, don't tell me you've never been in a cloudhouse before?" Spitfire chuckled. Rainbow shook her head.

"My dad was born flightless and my mom was a Magian..." she shuddered, gripping Spitfires' shirt without realizing it. Spitfire smiled.

"Heh, well, how about I show you around then?" she said, trying to cheer her up.

"S-sure..." Rainbow said softly. Spitfire stood, holding out her hand. Rainbow stared at it for a moment, hesitating before taking hold of it and following her caretaker out of the room.

Past the door was a massive hallway with several doors on either side, carefully crafted from the finest cloudblocks and pieced together by the best that the Skyborn had to offer. Enchanted lights clung to the walls ever so often, keeping the entire place lit up as they walked

"Whoa..." Rainbow mumbled.

"Heh, this is just a hallway kid, the best part is around the corner." Spitfire grinned, leading her there. Past that corner was a large room, bookshelves on the left and right, full of flight manuals, comics and romance novels. A pair of recliner chairs sat about the room with an end table next to each and a larger table in the middle of the room. Under the large table sat several boardgames.

"Wow. This is so cool!" Rainbow cheered as she ran about the room. Spitfire smiled as she watched the girl run about. Soarin peeked his head around the corner, shirtless with bandages around his chest and gut.

"So this is where you ran off to." he chuckled, wincing as Spitfire poked his ribs.

"Shhh." she scolded him, but it was too late. He had caught Rainbows attention. She raised an eyebrow as she looked up at him, holding a random comic book in her hands. He offered her a sheepish smile.

"Uh...hey" he said, waving nervously. Rainbow stayed silent, trying to figure out if she could trust him. Spitfire chuckled quietly.

"Told ya Soarin, kids aren't your thing."

"Oh come on, kids love me" he argued.

"Yea, you tell yourself that." she grinned, glancing back at Rainbow.

"You can use this room whenever ya want kid." Spitfire said with a smile.

"Really?" she asked excitedly. Spitfire nodded and blinked as Rainbow hugged her legs.

"Looks like you're pretty good with kids." Soarin grinned, earning another poke to his bandaged ribs. Normally it would've been a punch, but after his injury she had started going easy on him. The moment was broken by Rainbows' stomach growling loudly.

"Sounds like its lunchtime." Soarin said.

"Pfft, its always lunchtime for you." Spitfire argued, grabbing Rainbows hand.

"Never a bad time to eat." he replied with a wink to Rainbow who couldn't help but giggle.

"Heh, told ya I'm good with kids." he said smugly. Spitfire shook her head.

"Come on, I'll show you the kitchen. Despite being a complete idiot, Soarin is a really good cook. And don't worry, he's one of us kid." she winked, watching as Rainbow let out a breath of relief.

Someday she'd have to get her use to being around Magians again. They were impossible to avoid and not all of them were bad. They just had a need for knowledge and a need for understanding that sometimes went too far.

Way too far in this case, poor kid... she thought to herself. Rainbow felt dizzy as they walked, her head constantly swiveling left and right.

"Its like one big maze!" the girl gasped, her voice echoing.

"You get use to it. Besides, check this out." Spitfire tapped her knuckle on the wall, several lines appearing, each leading a different way.

"Each of these is like a map around the place. Lines like this, mean Bathrooms."

"Bathrooms? Like more than one?" Rainbow asked.

"Well when we have a Military Ball or the like we've gotta host it somewhere and ya gotta have bathrooms."

"Military?" Rainbow asked slowly. Spitfire blinked, looking at the girl. Did she not know? What kind of Skyborn didn't know about the Wonderbolts? It was like she'd been on the ground her whole...

Oh shit

It hit her like a ton of bricks. Her father was born flightless and the disease was hereditary. Rainbow had probably never been a few feet off the ground. She ran a hand through her hair, trying to think of how to explain. Luckily Soarin came to the rescue.

"Ya see kid, me an Spitfire here work for the Princess. You could say we're like Superheroes. We kick bad guy butt and show off our skills for all of Terra to see. They call us the Wonderbolts." he said with a grin.

"The Wonderbolts? That sounds kinda cool. So you guys are super heroes? Is that why you saved me?" Rainbow asked with a smile.

"No Rainbow. I saved you because you deserved it." Spitfire said softly, pulling her into a hug. Rainbow blinked, tears stinging her eyes as she leaned against her. Soarin smiled, letting them have their moment as he headed for the kitchen, twirling a pan in his hand and humming softly.

"Pancakes are a good lunch for kids right?" he thought aloud as he spun two eggs in his other hand, cracking them on the edge of a bowl. Spitfire and Rainbow walked into the kitchen, the younger of which stared with wide eyes. Spitfire smiled, pulling a stool up to the island that sat in the middle and hefting the girl up onto it.

"This place is amazing. Is it like your headquarters or somethin?" Rainbow asked.

"You could say that. Its where we stay when off duty. If we're doin a show or have a mission we stay wherever." Soarin explained.

"Wow...must be pretty cool." she mumbled.

"You know whats really cool. The way you flew through that crowded hallway." Spitfire chuckled.

"I've never seen a rookie fly like that. It was like nothin could touch you." she continued.

"I'm not that great. I was just running." Rainbow continued to mumble.

"Heck, if that's crap flying I'd love to see you really fly." Spitfire grinned.

"Flying is dangerous. My wings might give out at any second." she sighed sadly.

"Wow, those Doctors didn't tell you?" Spitfire asked.

"Tell me what?"

"Dash. Open your wings." Spitfire said softly. Rainbow flashed back to her mother asking the same thing and screamed, falling off her stool. Soarin reacted on instinct, leaping over the island and flaring out his wings, flipping in the air as he snatched Rainbow before she could hit the ground. Spitfire sighed in relief, her nerves on edge and her heart racing.

"I'm so sorry." Spitfire said quietly. Rainbow leaned against Soarin, who held back a wince as she pressed against his bandages, which he had torn clean through with his wings. On top of that, his little stunt had probably torn his stitches.

Sonuvabitch. Ah well. he grumbled mentally. Rainbow snapped back to reality when she felt blood on her hand, slowly moving her hand to look at it. She looked down at herself and realized she was perfectly fine. Slowly her eyes traveled to the soaked bandages her savior was wearing.

"Y-You're hurt..." she stammered.

"Ah its no big deal. Life of a super hero, tough as nails, protector of the weak, spinner of rooms. Wait, rooms don't spin...uh...Spitfire?" he turned to her, seeing she already had her first aid kit. He chuckled softly, setting Rainbow down and pulling over a chair to sit in.

"You should probably look away kid. Its not pretty." he said. Rainbow stood in place and watched as the bandages were removed, revealing a large gash across Soarins' chest above two lines of stitches.

"Wh-what happened?" she gulped.

"Eh, there was this rampaging Ursa tearing up a town and we got called in to sedate it. It put up one hell of a fight. We tried tranq guns but none of us could get a good shot in. Someone was gonna have to go in close and get it in the neck. Anywhere else would just piss it off. OW! Damn that stings!" he groaned as Spitfire dabbed witch hazel over his wound.

"Well its gonna sting. Geez your an idiot..."

"But I'm your idiot." he teased. She rolled her eyes, chucking a cotton-ball at his head.

"Anyway. Spitfire bein' the fastest, she volunteered to keep it distracted so one of us could take it down. Fleetfoot went in for the kill and I hung back as backup. But then Spitfire got pinned down in a group of trees and couldn't get out of the way of the Ursa. So I did what any hero would do." he grinned.

"You beat up the Ursa?" Rainbow asked. He shook his head and laughed.

"Kid, no one can beat up an Ursa. Those things are huge! Took two whole teams of Skyborn with industrial grade cloudblock to move the thing. No. I did the other thing heroes do. I flew to the rescue." he winced as Spitfire began stitching him back together, Rainbow grabbing his hand and squeezing it gently. He smiled, returning the squeeze.

"I did a quick fly by and knocked her out of the way before it could get her. Of course, that meant now it was gonna get me. Fleetfoot was quick, but the Ursa was quicker. It managed to slash straight through my suit and through a couple layers of skin before Fleet knocked it out. Spitfire flew me straight to the hospital so fast that I didn't even hit the ground." he said with a smile.

"You're still an idiot." she mumbled.

"Still your idiot." he replied, another cotton-ball pegging his head. Rainbow giggled at their antics.

"Wow, you guys are so brave..."

"Hey, you're brave too kid. Cooped up in that hospital and still got the strength to fly like a pro? That took guts." Soarin said, lightly punching her shoulder. Rainbow smiled, rubbing the spot and feeling the Magian Mark. Spitfire noticed as Rainbows smile faded away.

"Hey Kid, can I see your wings?" Soarin asked, saving Spitfire the trouble of trying again. Rainbow flinched and nodded, her wings instantly coming to life.

"Whoa! Look how fast they open!" Soarin chuckled.

"Man, those are some mean lookin' wings. I bet you could outrun sunlight on those babies." he continued. Rainbow looked over her shoulder, eyes wide as she realized he wasn't joking. Her normal puny wings were now quite a bit larger, stretching past her arm length easily. She had never noticed before, always too focused on trying to escape.

"H-How the..." Rainbow looked up at Spitfire.

"The doctors told me that whatever your mom did, it saved you and your wings. But that it was horrible. I can't pretend to understand what it was like, but if you need me..."

"Or me. Just sayin." Soarin added, earning a glare from Spitfire.

"I'll always be here for you." she promised. Rainbow hung her head, gripping Soarins hand tightly

"Y-You promise?" she asked as she shook.

"We promise." they said together. Rainbow looked up at them, seeing smiles and truth in their eyes. Slowly she let a smile touch her lips.

"Wow Dashie. I didn't know you were adopted by the Wonderbolts! that's amazing!" Pinkie giggled.

"Yea. It was just Spitfire that took me in. Soarin was kinda like an uncle. I still had a lot of problems to sort through...still kinda do. After everything I went through, every time I see a Magian it just flips this switch that screams and tells me to run away. That they are dangerous and just want to hurt me or finish their damn experiment." Rainbow sighed.

"And then you came to town Twilight and my first thought was that you were sent here to come after me."

"Is that why you tackled me into the mud?" Twilight asked, raising an eyebrow.

"Uh...wasn't going for the mud actually. I thought you'd use some magic to stop me like they always did. When you didn't I thought maybe I was just being paranoid and freaked out that I'd tackled some innocent person."

"Actually, that's something else I meant to ask Rainbow...I know its not right of me to be asking you things after what you went through, but..."

"Twi', its alright. You can ask." Rainbow assured her.

"How did you know I was a Magian?" Twilight asked. Rainbow scratched the back of her head.

"Well, its kinda hard to explain. Mostly it was the way you walked, but I could feel your magic." Rainbow tried to explain. Twilight bit her lip, desperate to know more. But she couldn't put her friend in that position. Rainbow smiled, noticing Twilights' dilemma

"All Magians are the same in that way. Always wanting to know more. But not all of em are bad" Rainbow quoted. Twilight just stared in confusion.

"It's somethin' Spitfire would tell me when she was trying to get me to go to school. Heh, those were some fun times..." Rainbow chuckled.

"It must have been amazing living with them after what you'd been through." Twilight said.

"Yea...until they had to go back on Duty."

"Shit. Shit shit shit shit shit." Spitfire said over and over again as she read the letter.

"Whats up?" Soarin asked, freezing in place as he spotted the letter.

"We gotta suit up." Spitfire said, barely above a whisper.

"Today? Right Now?! But the kid!" Soarin argued.

"I know! Damnit..." Spitfire sighed as she tried to think.

"We can't take her with us, not for this. There's been terrorist activities growing in several key cities. Several casualties and bombings. They think they've pinpointed the leader and want us to go in undercover and snag him." Spitfire told him, handing him the letter.

"This is bullshit. What about Fleet and Tank?" he asked.

"On guard duty in Celamont. There was an assassination attempt on the Princess remember?" Spitfire sat, putting her head in her hands.

"What do we tell her? Where can she go?" Soarin asked.

"I don't know Soarin...but this is gonna break her heart. What if she hates us for it?" Spitfire asked, tears in her eyes. Soarin knelt in front of her, grabbing her hands

"Hey, hey. That kid loves you more than anything, I'm sure if we explain it that she'll understand." Soarin said softly.

"Why did it have to be today?" Spitfire cried.

"I'll go." Soarin said.

"What?"

"I'll go it solo. You watch the kid." he told her.

"You idiot, you know we can't go solo on missions, especially something like this."

"Never stopped you." he grinned, blinking as she stood.

"This is serious Soarin. I ran a few covert ops solo, sure. But I was never seen. This is going into the belly of the beast itself and being out in the open. One wrong move and you'd be dead. I'm not gonna lose you damnit!"

"I-Is everything okay?" Rainbow asked, standing in the doorway. She held a toy turtle in the crook of her arm and was dressed in a Wonderbolts onesie, wiping the sleep out of her eyes.

"H-Hey Dash. Y-Yea, everything's fine." Soarin said, Spitfire covering her mouth and turning away as a sob built in her throat.

"Why's she crying? Did something happen?"

"Well, uh....Dash I dunno how to say this...We got called for a mission."

"Oh, c-cause you're superheros r-right?" Rainbow asked.

"Yea...its a really important mission. A lot of lives depend on us doing well and its gonna be really really dangerous."

"I'm not going with you...am I?" Rainbow asked softly, hugging her turtle.

"Sorry Squirt...too dangerous, even for someone as awesome as you. But hey, when we get back I'm gonna bring you the worlds biggest souvenir I can find, even if I have to carry it myself." he said softly. Rainbow nodded glumly and hung her head.

"C-Can I still stay here?" she asked.

"I'll see what I can do about that. Since you're still a kid you'd need someone to watch you here. Not my rule of course, you're a bit too awesome for a babysitter." Soarin chuckled, getting her to giggle. Spitfire sniffed and shook her head.

"Will you be back in time for my birthday party?" Rainbow asked.

"I...I dunno Dash. I want to, so badly. We've been looking forward to this ever since we found out when it was. Spitfire had the whole thing planned out. But we'll still celebrate it, the second we get home. We'll get some big ol' tubs of ice cream and have a huge party."

"You promise?"

"On my life and honor as a Wonderbolt." he said as he hugged her. She leaned against him and closed her eyes.

"Ok then...b-but I want the vanilla." She said into his shoulder. He chuckled.

"Alright, you can have the vanilla this time." he stood, ruffling her hair and turning to Spitfire who was frantically talking on her phone.

"You're the best. Okay, she'll be at our place. Just look for the bundle of joy near the comics. A-and she likes her bath with not too many bubbles, and won't eat her veggies unless you give her a handful of candy. Okay, okay. I know, okay, thanks." She hung up and sighed, blinking as Soarin put a hand on her shoulder

"Whats up?" he asked.

"My Sister says she can watch after her while we're gone. But Dash will have to go stay with her since its too far of a flight here to keep checking in on her." Spitfire explained.

"Heh, hear that Dash? You're gonna get to stay with a Wonderbolt legend." Soarin chuckled.

"A Wonderbolt legend?" she asked.

"Yup. She was our commanding officer during our training. They call her Firefly."

Episode Three:Secrets of the Rainbow Part Two

"THE Firefly?! Wow, that's...amazing!" Twilight couldn't help herself. Rainbow grinned.

"The one an only. Got a signed cap from her." Rainbow boasted. Twilight was incredibly jealous.

"I didn't take you for a Wonderbolts fan Twi'." Rainbow chuckled.

"Well, their stunts were a part of my studies as a kid. Ways of explaining aerodynamics and differences between the Races. And the shows were really exciting! I never realized just how much could be done in the air." Twilight finished. Applejack and Pinkie shared a glance, both scooting back from the two just slightly.

Hehe, this is so cute! Just look at them! Pinkies thoughts echoed in Applejacks' head.

Pinks, ah told ya not to do that.

Whoops! Sorry!

Applejack rolled her eyes.

"Well, would ya look at th' time. Ah gotta get back t' th' farm 'fore my sister burns it down. Pinks, don't ya'll have some big order t' fill?" Applejack asked. Pinkie gasped.

"OhMyGoshYou'reRight!" she said quickly, zipping out the door.

"Jus' so ya know Rainbow. If'n ya ever need t' talk t' any o' us. Ya jus' hollar an we'll be there fer ya." Applejack said with a tip of her hat. Rainbow smiled slightly and sighed.

"Thanks AJ." Rainbow said softly. She took a slow breath, glancing over at Twilight.

"You wanna know what happened next, don't you?" Rainbow asked. Twilight hesitated before nodding.

"Just like a Magian." she mumbled, but she did it with a smile.

"So this is the bundle of joy I heard about. I figured you two woulda been gone by now." Firefly said, looking at Rainbow. Spitfire bit her lip.

"You know how Spitfire gets with kids Commander." Soarin chuckled.

"Soarin, for the last time, I'm retired."

"Doesn't mean you stopped bein' my commander." Soarin argued with a shrug. Firefly sighed and shook her head.

"I dunno how you put up with him." she mumbled to Spitfire.

"Normally with some Pie." Rainbow spoke up, hiding behind Spitfire as Firefly glanced down at her.

"Heh, sounds about right. I'm surprised it hasn't turned into pudge yet." Firefly joked.

"Gotta keep a slim figure for the ladies ya know." Soarin winked, groaning as Spitfire elbowed him.

"We've got her things packed and ready to go. Just...don't feed her any fish, she swells up like a balloon. A-and she'll argue about it but make sure she gets a nap, and she can't read her comics until her homework is done. An..." Spitfire froze as Firefly put a finger against her lips.

"In case you forgot, I raised you. I know how to take care of a kid. Don't worry, I'll take good care of her. You two be careful alright? I want you back in one piece."

"I thought you weren't our commanding officer anymore?" Soarin cracked a grin.

"I'm not sayin' it as an officer. I'm saying it as your friend." she said, putting her hands on her hips. They both nodded.

"Alright, lets get a move on."

"Oh, w-wait." Spitfire knelt down and pulled Rainbow into a tight hug. The young Skyborn hooked her arms around her in return.

"I'm gonna miss you." Rainbow mumbled.

"I'll miss you too Dash, b-but I'll be back soon, okay?" she replied, Rainbow nodding against her. The two slowly pulled away. Soarin ruffling Rainbows hair before the two headed outside where they both took off. Firefly sighed and turned to Rainbow.

"Alright, you ready to go?" she asked with a smile. Rainbow nodded, grabbing her backpack. A man walked into the house, the rest of Rainbows bags lifted in his magic. She froze as she watched him, her eyes wide. Why was there a Magian here? Why was he grabbing her bags? Why was Firefly kissing his cheek?

"uh oh..." Rainbow thought out loud.

"Something wrong?" the man asked. Rainbow fell silent, glaring at him.

"Take it easy Comet. She just doesn't know you yet." Firefly scolded him.

"Come on Dash, the chariot is waiting." she said. Rainbow hesitated, looking around the place she had come to call home before following after Firefly. The ride would've been comfortable if not for the fact that a Magian was sitting right next to her.

A bit too close in fact. She scooted over towards Firefly who was occupying her time with a book. Rainbow sighed, resting her chin in her hands.

"Huh, that's interesting. I didn't know the girl would be a Magian." Comet said, noticing Rainbow's shoulder. She quickly pulled her sleeve down to hide it.

"Don't be silly Comet. She's a Skyborn through and through. Spitfire wouldn't stop talking about all the races they had." Firefly chuckled.

"Uh huh..." Comet mumbled, keeping an eye on Rainbow. It didn't take too long to reach Firefly's apartment, but it felt like ages before Rainbow was finally able to get up and stretch her legs. Firefly held out her hand for her and for a moment Rainbow hesitated before she remembered that this woman was a good friend of Spitfire, family even if she had heard right. She gently grabbed her hand, Comet standing on her other side and holding out his hand. Rainbow glared at him and moved closer to Firefly.

"She seems rather attached to you." he mumbled.

"From what I hear she isn't too big a fan of magic dear. Maybe you should tone down on it while she's here, hm? For me?" Firefly asked. Comet sighed.

"Alright. But I'm going to continue my studies, I have a job to do after all."

"s-studies?" Rainbow gulped, hiding behind Firefly.

"I know kids don't like doing their homework but this is ridiculous." Comet rolled his eyes as he unlocked the door and stepped inside. Compared to Spitfires' place it was a lot smaller, but still decent in size.

"You can have the guest room for now Rainbow. Its down the hall on the right, first room." Firefly said.

"Hon, I need that room." Comet argued.

"You can do without it for a while." Firefly said simply, helping Rainbow bring her bags in. Rainbow blinked as she entered the room, finding a cloud-bed hanging in mid-air on one side of the room and a work-desk on the other.

"Spitfire said you had some schoolwork to do, you can use that desk there. I figured a cloud-bed would be more comfortable for you."

"Thanks miss." she said softly, setting her bag down and digging through it for her turtle, setting it on the desk before grabbing her homework.

"I'll check in on you in a bit okay? Oh! and Happy Birthday Dash." she said, pointing to a box under her new bed. Rainbow walked over to it slowly and looked at the tag.

"From Spitfire and Soarin." she read, her eyes wide. She tore through the paper and pulled the box open. Inside was a stack of comic books, freshly printed and limited edition.

"Whoa...these aren't even out yet!" she gasped. But there was more inside the box. A Wonderbolts cap, flag and shirt with her name written on the back. A new handheld game to replace the one Soarin broke and a picture of all three of them together. Underneath the picture she found one of her dad and a letter.

"To my daughter, I leave behind everything. My life, my love, and my inheritance. When she is of age I want her to have my home that was given to me by my grandmother as well as the fortune it entails. I could never accept it, being unable to even reach it. Things are different now. When she is ready, I want her to know that I left this world happy to see her doing what I couldn't. Happy to see her smile. And if you're reading this Rainbow, I want you to know that I love you with all of my heart and I'll always be watching over you." Rainbow sniffed as she set the letter down, pushing aside some of the packaging and finding her fathers baseball mitt and lucky cap.

"I love you too dad..." she said quietly, putting everything back into the box except for her fathers cap. She wore it proudly as she went back to the desk to finish her homework.

Dinner was quiet, despite Firefly trying to sing Happy Birthday and offer Rainbow some cake. It just wasn't the same as throwing jokes around with Soarin and laughing at Spitfire when she tried to cook and nearly burned the kitchen down.

"No hats at the table Rainbow." Comet said, pointing to the cap she wore.

"Its a special hat." Rainbow argued.

"Well it can be special somewhere else. No hats at the table, show some respect little miss."

"I'll show you some respect ya dirty Magian." she grumbled under her breath as she took her hat off.

"That's it!" Comet stood and yanked Rainbow up by her arm.

"Hey! lemme go!" Rainbow yelled.

"Comet put her down!" Firefly yelled.

"I'm going to teach you some manners!" Comet yelled, pulling his belt free and looping it. He pulled back and smacked it across her backside, Rainbow crying out from each blow.

"Comet stop!" Firefly screamed, pulling on his arm, only to be shoved aside. Rainbow grit her teeth, the mark on her shoulder glowing as she screamed out in pain. Everything seemed to move in slow motion as the belt caught on fire, Comet tossing it aside and dropping Rainbow to the ground.

Rainbow scrambled to her feet and pushed her back to the wall, panting as she glared at him. Comets eyes were glowing as he called to his magic, Firefly standing between them.

"Do it and I swear to Celestia..." Firefly warned.

"You'll do what?" Comet asked, grabbing her wrist.

"You leave her alone!" Rainbow screamed, Comet gasping as he was flung across the room. Rainbow panted heavily, falling to her hands and knees as everything started to spin.

"Rainbow!" Firefly gasped, rushing to her side. Comet groaned, picking himself up and shaking his head.

"That's it. I want that little brat out of here!" Comet yelled. Firefly reached into her boot, pulling out a knife.

"I dare you to try." she threatened. Comet reached for the blade with his magic but it faded the moment it touched it.

"Anti-magic. Ex-military, best of the best for a reason." Firefly told him as she stood, holding Rainbow close to her.

"You're really going to do this over some kid? over some freak?! Didn't you just see what she did?!"

"Because you pushed her to!" Firefly argued. Her voice shook as she pointed the knife at him.

"Get out...GET OUT!" Firefly demanded, flashing the knife towards the door.

"All of my work is here. What am I suppose to do?!" he yelled.

"You can come get it when she's gone at School tomorrow. But I don't wanna see your face again until she goes home. Then we can work this out." she said, still holding the knife. Comet sighed.

"Fine. I'll be back tomorrow." he grumbled, grabbing his coat and slamming the door on the way out. Firefly sank to the ground, still holding Rainbow as she dropped the knife. The girl slowly opened her eyes, groaning and clutching her stomach.

"I'm gonna be sick..."she mumbled, leaning over and puking onto the floor. Firefly sighed softly to herself.

"Come on, lets get you cleaned up and ready for bed."

It was hard for her to sleep that night, curled up in bed with her turtle.

"I miss Spitfire an Soarin..." she mumbled. Of course the turtle gave no response, simply sitting in her arms and offering what comfort a toy could. Rainbow sighed, setting it down beside her and putting her fathers lucky red cap on it.

"Goodnight Tank." she yawned, getting cozy under her blankets and dozing off. The sound of her window opening pulled her from the edges of sleep. She whined as she rolled over, seeing a dark figure in her room.

"Firefly?" she asked as she sat up, her eyes wide as the figure started to glow and walk towards her.

"FIREFLY!" she screamed. Her caretaker yanked on her door, trying to get it open, but it was locked.

"Rainbow?! Rainbow are you okay!?" she asked.

"He's here! He's here!" Rainbow screamed. Firefly stepped back, smashing her foot into the door with no luck. There was a barrier in the way. She roared and kicked again, smashing through the door and able to see inside. she frantically searched the barrier for a weak-spot

"Little girls need to know their place." Comet spoke up, his voice echoing with how much magic he was channeling.

"I'm n-not a little girl!" Rainbow argued, jumping off her bed and screaming as he snatched her out of the air. He lifted up her shirt, looking over the Avaros marking on her back and the Magian symbol on her shoulder. Rainbow sniffed as she tried to kick free, gasping as he pinched the back of her neck and placed a collar on her.

"Just in case you decide to try your little freakshow again, this is a Magical Dampener. So don't try anything funny."

"Comet! Leave her alone!" Firefly yelled through the barrier. He ignored her, hefting Rainbow over his shoulder and heading for the window. Firefly grit her teeth as she raised her weapon.

"I warned you." she grit her teeth as she fired. The bullet driving straight through the barrier and hitting Comets shoulder, causing him to drop Rainbow. He turned his head, looking at the bullet jammed into his shoulder. Or at least would've been if not for the jacket he wore.

"Witches Bane. You sneaky bitch." he said as he turned, throwing out his arm, his magic snatching away the weapon and his barrier restoring itself. He pointed the gun at Rainbow as he stared down Firefly.

"What now hon? Going to get your little knife? Throw me out on the street? HUH?!" he slurred.

"Oh Celestia your drunk..." Firefly realized.

"I couldn't work...couldn't sleep, because everything I have is here. Because you chose this stupid brat over me!" he spat.

"I didn't choose anything Comet. I just wanted her to be comfortable here!"

"Well what about me?! I work hard! I put food on the table! And I'm the one that gets thrown out?! How is that fair?!" he demanded, squeezing the trigger in his anger.

The bullet just barely missed Rainbow, burying itself in the ground next to her. Firefly counted four bullets left in the chamber. She needed a way into the room and all of her gear was in her room down the hall.

She couldn't leave to get it, Comet could be gone by then. She needed to keep him busy, to let his guard down.

"Comet, I'm sorry. I was wrong." Firefly said, holding up her hands.

"That little girl didn't do anything to you. I'm the one that threw you out. I'm the one responsible for all of this. If you want to be angry at someone be angry at me."

"You know...that's a good idea." he raised the gun and fired. Firefly stumbled backwards into the wall, gasping and clutching her rib where the bullet had entered. She took slow breaths, sure that the bullet had pierced her lung, it sure as hell felt like it did at least.

On the last breath she held it, struggling to stay on her feet as everything became blurry. She could faintly see Comet raising the gun once more.

"LEAVE HER ALONE!" Rainbow screamed as she tackled him. The drunken man easily falling to the ground. Rainbow gritted her teeth as she wrestled for the gun, biting down hard on his hand.

"GAHHH! You little bitch!" he screamed, smashing his fist across her face. Rainbow rolled, taking the gun with her and pushing to her feet with the gun aimed at Comet. He chuckled as he stood, throwing out his arms.

"What? Are you going to shoot me little girl? You haven't got the guts to..."
BANG...BANG BANG, CLICK,CLICK,CLICK. Rainbow shook, tears in her eyes as she continued to pull the trigger, despite the gun being empty.

Comet looked down, seeing one hole. All three bullets landing in the same spot, having enough force to push one another through his flack jacket.

He sank to his knees, hanging his head as the Witches Bane sapped at his magic. Rainbow roared as she smashed the pistol over his head, kneeling over him and bashing it into him again and again, only stopping when a hand grabbed her wrist. Firefly held her weakly, her other hand covering her wound.

"That's enough Rainbow...that's enough..." Firefly said softly. Rainbow felt tears in her eyes as she hugged her, her eyes wide as she heard her caretaker wheeze painfully.

"NO! I'm not losing you too!" she swore, rushing out of the room and jumping as high as she could to snatch the phone off the wall, quickly dialing and holding it up to her ear.

"You've reached Celamont Emergency Services, whats your Emergency?"

"My friend needs help! Hurry!" Rainbow screamed.

"Just calm down ma'am, now, whats your name?

"Rainbow fucking Dash, now hurry up and send someone to help her! She's gonna bleed to death!"

"Just stay calm, someone is on the way. I just need some information. What is your place of residence?"

"I don't know! Just trace the call or something!" Rainbow continued. Firefly smiled, sitting against the wall as she took the phone.

"Yes...my name is Col' Commander Firefly of the Royal Air Force, retired. I've been shot in my home and need immediate attention. There's one casualty in the household and a young, very brave little girl who just saved my life." Firefly spoke softly, wheezing and gritting her teeth.

Rainbow ran into the kitchen, finding a first aid kit like the one Spitfire had. She hefted the box off the wall, gasping as it fell to the ground and dragged it along towards her friend.

"Okay...thank you, you have a nice night..." Firefly said as she dropped the phone.

"Firefly! no...no...please don't be dead..." Rainbow cried.

"I'm...alright...Rainbow. Just...conserving...air." Firefly wheezed. Rainbow nodded, looking around frantically until she found Firefly's cell phone and brought it to her.

"You can still text right?" Rainbow asked. Firefly smiled weakly and nodded. Rainbow smiled, digging through the First aid kit. Firefly typed on her phone, holding it out for her.

"Get water and a towel. Lukewarm. Got it" Rainbow nodded as she ran back to the kitchen, filling a bowl with water and dunking a towel in it, wobbling as she carried it back to Firefly.

The wounded ex-soldier set the phone down and winced as she tried to remove her shirt. She grabbed the phone again, holding it out for Rainbow.

"Get the scissors and cut off my shirt." Rainbow read. She nodded, pulling out a pair of scissors from the kit, carefully cutting through the fabric of her caretakers shirt and tossing it aside.

"Now what?" Rainbow asked. Firefly took a slow painful breath, reaching for the towel and pressing it down against the bullet wound.

"Pressure." she gasped. Rainbow held out the phone and Firefly typed with her thumb.

"Witch hazel and cotton balls. Oh! to clean it!" Rainbow realized, placing a cotton-ball against the top of the bottle and tipping it lightly.

Firefly lifted the towel, wincing as Rainbow gently dabbed it over the wound. She closed her eyes as Rainbow set her tools down and read through a little book inside the first aid kit. The girl rushed to the kitchen, tossing things about in search of something.

"Wheres the freakin' saran-wrap?!" she screamed in frustration.

"Bottom...drawer." Firefly called out to her. Rainbow pulled the drawer open and smiled.

"Aha! bingo." she snatched it up and pulled a bit off, running back over to Firefly and pinning the towel down with the wrap to hold it in place. Firefly smiled, laying her head back against the wall.

"Hey! Don't pass out on me! You gotta stay awake, okay?" Rainbow said, keeping pressure down on the towel.

"Yea, yea. I know." she mumbled, opening her eyes and watching as Rainbow kept one hand on the towel, maintaining the pressure, the other holding up the book to read through. Rainbow reached for the tape, ripping it with her teeth and taping down her makeshift bandage. Firefly blinked in surprise as it became easier to breath, gently touching the bandage.

"Hey! be careful with that!" Rainbow scolded her. Firefly grinned.

"Yes ma'am." she chuckled lightly. Breathing still hurt, but it was easier now. Rainbow sat beside her, grabbing her hand.

"Am I in trouble?" Rainbow asked.

"For what? Saving me?"

"I shot someone..." Rainbow mumbled.

"Oh...that's called self-defense Dash, and it was very brave. I've trained soldiers to be killing machines that couldn't pull the trigger when they needed to. You've got guts Rainbow." Firefly chuckled.The sound of sirens drew near, a team rushing into the house.

"Are you alright ma'am?" one of them asked.

"I will be." she said softly, hooking an arm around Rainbows shoulders, the girl helping her stand.

"Your name?" he asked.

"Firefly." she answered.

"Age?"

"Is this really important right now?!" Rainbow yelled.

"He's just doin' his job Dash. Come on." she said, stepping forward with Rainbow helping her stay upright.

"Sorry for the delay ma'am, we'll get you taken care of as soon as possible." the man promised.

"Good man." Firefly chuckled.

"Whoa, uh-damn. We're gonna need a bodybag." someone called from further into the house.

"I'll be needing a statement." the man with them spoke up.

"Sure thing. As soon as you patch me up." Firefly promised. He cleared his throat, his cheeks flushed slightly as he finally pulled his eyes from his clipboard to look at her.

"Do you need anything to wear ma'am?" he asked.

"I prefer the Au natural look. But I've got a spare shirt in the room at the end of the hall."

"I'll have someone fetch it for you." he mumbled. Firefly was laid on a bed and carted into an ambulance, Rainbow hopping inside.

"Whoa kid, hold up." an assistant said, putting a hand on her shoulder.

"Hey!" Firefly barked, wincing as she sat up.

"She comes with me." she growled.

"uh...yes ma'am..." the assistant gulped, backing down. Rainbow sat beside Firefly, holding her hand as the ambulance lurched forward.

"You're very brave Rainbow." Firefly said softly.

"I just did what I had to." Rainbow mumbled, looking down at her blood-soaked hands. Her onesie was ruined, the collar still clung to her neck and she still felt sick to her stomach. But at least they were safe.

"It had to have been tough..." Firefly said as she squeezed her hand.

"Wh-what about you an Comet?" Rainbow asked. Firefly bit her lip.

"W-we always had our rough patches...to be honest we were falling apart as it was. I thought...a child would bring us together. But we haven't had any luck having one of our own...then Spitfire asked me to watch over you...and I thought it'd be perfect." Firefly started to cry.

"I could show him how happy we could be...a-as a family." her words began to shake as the tears flowed freely. Rainbow leaned forward and kissed her forehead.

"It's okay...everything's gonna be okay." Rainbow said softly. Firefly smiled weakly and nodded. Everything was gonna be okay.

Rainbow sat in silence as nurses fussed over her, having finally removed the collar. They urged her to take a shower and to get comfy.

"I'm fine. I don't really like hospitals." was all she would say. Suddenly the nurses fell silent. Rainbow could feel a powerful presence in the room, slowly raising her head. There before her stood Princess Celestia herself. Rainbow stared, her mouth hanging open as the Princess sat beside her.

"Hello little one."

"I'm not little." Rainbow mumbled "Sorry! I...just...um..." Rainbow stammered, blinking as the Princess laughed.

"Its alright. I've heard you've had a rather rough night and that you're the one responsible for saving my dear friend." Celestia spoke softly.

"Dear friend? You mean Firefly?"

"Yes. She was my personal guard at one time. I rather miss her company." Celestia sighed softly.

"I'm very grateful little one. Friends are hard to come by for someone like me."

"But you're a Princess...everyone loves you."

"True. Everyone loves me, but very few know me. Friends are something greater than that love and I cherish each and every friend I have. However few they are. And thanks to you I still have one of those friends." Celestia smiled as she stood.

"You should go get cleaned up. I hear Firefly is allowed to have visitors and I doubt she would want to see you like this." Celestia spoke up. Rainbow blinked and nodded as she hopped off the bench and followed a nurse to get cleaned up.

"Princess, about the girl..." a nurse spoke up.

"I'm well aware of it. She gives off a rather strange aura. I'll wait here for her." Celestia said, the nurse nodding and heading back to work.

Rainbow sighed as she stood in one of the hospital showers, scrubbing the blood off of her hands. She could still feel it. The weight of the gun, the trigger resisting her finger. She stared at her hands, scrubbing them again and again. A knock at the door pulled her away from her frantic scrubbing.

"Are you almost done? Firefly is awake and waiting for us." Celestia's muffled voice came through.

"J-Just a minute!" Rainbow called back, splashing some water on her face before reaching for the towel. Since her clothes were being washed, or burned, she wasn't sure which; She was forced to wear hospital clothes, stepping out of the room with her hair still dripping wet. Celestia giggled as Rainbow shook her head to dry her hair.

"Come along then little one, lets not keep her waiting."

Firefly sat up as Celestia walked into the room, offering a salute.

"At ease old friend. No need for that anymore."

"Old habits die hard Princess." Firefly chuckled through her breathing mask. Rainbow slowly stepped into the room.

"Hey! there's my hero." Firefly smiled, patting the bed. Rainbow looked up at Celestia who nodded approval. With a smile Rainbow hopped into the bed.

"You okay?" Rainbow asked.

"I should be asking you that." Firefly laughed. Rainbow lowered her head and stared at her hands.

"I understand you had to resort to drastic measures Rainbow Dash. But what you did was done to save the life of someone dear to you and to protect yourself. When anyone else would've run away you stood up and remained loyal to those in need. I understand that doesn't change how you feel, but I hope it eases your mind to know you aren't in any sort of trouble." Celestia said as she sat down.

"Why are Magians so horrible?" Rainbow asked out of nowhere. Celestia closed her eyes for a moment.

"Magians have a strong thirst for knowledge and power. They want to understand everything and maintain it. Some of them let it go to their heads, but there are plenty of good ones out there. Starswirl the wise crafted many spells that help us go about our daily lives. Without his wisdom we would not be where we are today. Then there are members of the Guard and Military who serve to protect us and scientists who study disease and sickness to keep us healthy."

"Like my mother." Rainbow spat.

"Rainbow!" Firefly gasped.

"She was one of your precious scientists Princess. Studying my wings and trying to save my father. And now both of them are dead and I'm still here and I don't even know what I am anymore!" Rainbow broke down. Celestia remained silent as the girl vented.

"I just wanted to help my dad...that's all I wanted...I just wanted him to fly with me, to play ball and walk more than ten feet without needing to sit down and catch his breath. Is that so wrong?!" Rainbow demanded.

"Not at all Rainbow." Celestia said softly.

"I just...I just..." Rainbow ran out of steam at this point, babbling nonsense until she passed out against Firefly who wrapped an arm around her.

"She's been through so much..." Firefly sighed. "Is there anything you can do for her?" she asked the Princess. Celestia shook her head.

"Not without causing her harm. The spell used was quite powerful, sacrificial enchantments always are. It would require an equal amount of life-force to undo what has been done. And doing so might kill the poor girl. Her records claim she was very sick, suffering the same illness as her father."

"So we just leave her like this?"

"No. We watch her and make sure she doesn't use her magic. Her life depends on it Firefly." Celestia said softly.

"That's why she puked..." she realized.

"She has the complete embodiment of a full grown Magian within her, but it doesn't belong. Sure, it has saved her life, but it's also a danger to her. I want you keeping tabs on her and reporting to me any changes. If she suddenly becomes ill or if she starts using her magic."

"I understand Princess. I'll pass it on to Spitfire."

"Good. I must be on my way. It was nice seeing you again old friend, though the circumstances could be better."

"Hey, gave you an excuse to get out of the castle" Firefly chuckled. Celestia smiled at that, casting one last glance to the sleeping girl before she left. Firefly sighed quietly.

"Geez Spitfire, what kinda crazy mess have you started?" she mumbled.

After two days of being in the hospital the two were allowed to leave. Though Firefly was to get plenty of bed rest and Rainbow had been suggested a therapist to visit.

"I don't need therapy. I've got you, an Spitfire and Soarin." Rainbow argued. Firefly smiled as she prepared their lunch. A pair of PB&J sandwiches with grapes and potato chips. A masterpiece on a plate.

"You don't have to go Rainbow, but it might help. Dr Accord is well known for being successful with almost every single case he's ever handled." Firefly pointed out. Rainbow sighed, resting her elbows on the table.

"I know I kinda...freak out sometimes. Its just bad memories and flashbacks." Rainbow continued to argue.

"Rainbow, Spitfire tells me everything. Like how you curled up into a ball when she first went to grab your hand."

"I was still in the hospital. I thought she was gonna drag me to the doctors and have them put all those needles back in me and start up all those machines again." Rainbow shivered.

"And when she asked you to open your wings."

"My mother chopped off my feathers with a knife. She always asked me that same thing, every day." Rainbow put up as her argument.

"These are traumatic events Dash. Things your mind keeps expecting to happen that throw you into a horrible panic attack. I'm just worried." Firefly sighed.

"I don't need a therapist."

"Alright, alright. Eat up." Firefly chuckled as Rainbow took a large bite of her sandwich. She was gonna miss her when Spitfire came back.

"Hey um...I wanted to ask you something..." Rainbow spoke up randomly.

"Oh? What about?" Firefly asked as she took a bite of her own sandwich.

"I was wondering...since Spitfire adopted me...and you've been watching me...c-could I call you Auntie?" Rainbow asked quickly. Firefly choked on her sandwich, washing it down with some orange juice and coughing a bit.

"S-sorry. It was a stupid question. J-just forget I asked." Rainbow mumbled, peeling one of her grapes.

"Dash." Firefly gasped, finally clearing her throat. "I don't mind. It was just a bit of a surprise."

"S-So its cool?"

"Yea, its cool."

"Thanks...Auntie." Rainbow smiled and they went back to their lunch.

"HIIIIYAH!" Spitfire cried, spinning and smashing her foot into the targets chest, his ribcage cracking from the blow. Soarin drew his pistol, pinning it to the mans head.

"Code Green, Eagle has caught the Rabbit, requesting evac." Soarin spoke into a hidden mic on his shirt collar

"Roger that Eagle, Evac will meet you on the roof. You got five minutes, move your ass."

"Lets go." Soarin said, tossing Spitfire his other pistol.

"About time we finished this."

"Aww, you miss waking her up don't ya?" Soarin teased.

"Focus damnit, we aren't out of this yet."

"I'll take that as a yes." Soarin said with a grin. Handcuffing the man and tossing him over his shoulder.

"I'll take point, watch my six." Spitfire said softly, peeking around the corner and heading for the stairs.

"Roger that boss." Soarin replied just as quietly, walking backwards and having his pistol at the ready.

"Shit, we got uglies bringing up the rear." Soarin said, firing a warning shot down the hall, causing their would be attackers to duck behind the wall and pull out their own guns.

"They've got the boss!" one man called out.

"Ah hell. Move!" Soarin yelled. Spitfire rushed up the stairs with Soarin hot on her tail.

"Packin' any decent heat?" Spitfire asked.

"Well, one of em has an RPG." Soarin said with a shrug.

"Oh good, but I meant you gunboy."

"Oh. Well I've got my lucky grenade." Soarin joked

"Use it." Spitfire ordered

"Aww, but its my lucky..." he whined, Spitfire glaring at him.

"I'll get you another one! Just use it!" she yelled

"Alright fine." he grumbled, pulling it from his belt.

"So long buddy, we had some good times together." he sighed sadly

"Oh just throw the damn thing!" Spitfire yelled, gasping as a bullet whizzed by and clipped her ear. Soarin bit down on the pin, chucking the grenade down the stairs and spinning around, his arm resting on Spitfires' shoulder as he fired a clean shot up the stairs and through the gunmans forehead.

"Clear, Moving out!" Spitfire rushed up through the door, a helicopter hovering there and waiting for them.

"Lets move!" the pilot called out. They both ran, kicking off the ground and spreading their wings as they reached for the ladder.

"LOOK OUT!" The co-pilot yelled, the RPG having survived the explosion, a man positioning it and aiming at the helicopter. Spitfire spun in the air, chucking her shoe at the man and knocking him upside his head, making him waste his only shot, straight into the building.

"Nice throw" Soarin said with a gentle nod.

"I don't have time to get blown up today. I've got a kid at home waiting for me." Spitfire argued. Soarin chuckled as he sat down in the helicopter, slugging their prisoner across the face to knock him back out.

"Geez, do not get in the way of that mom, am I right guys?" Soarin laughed, the pilots sharing a chuckle as they took off. Spitfire winced as she touched her ear.

"Damnit all to tartarus." she grumbled.

"It looks nice, sort of. Clean up the blood and put a piercing in, no one would be able to tell the difference." Soarin shrugged. Down below, special forces crowded the building for Clean-up.

"Man, I can't believe we're going home." Soarin sighed happily.

"Heh, you miss her too." Spitfire teased as she cleaned her ear.

"Yea, yea. We're just the sappy brigade." Soarin grinned.

"I hope she had fun with Firefly."

"Yea, me too."

Episode Three:Secrets of the Rainbow Part three

Humming filled the air as Rainbow worked her way through a coloring-book, Firefly working on her laptop and the two sharing a pizza. A knock at the door broke their gentle silence.

"I wonder who that could be." Firefly mumbled, heading for the door. She opened it and gasped as she was hugged.

"Hey! How's everything?" Spitfire asked.

"Mom!" Rainbow called, blushing and clearing her throat. "I-I mean...uh..." Rainbow fell silent, standing there and twiddling her thumbs.

She was dressed in her fathers cap, her personalized Wonderbolts' shirt and matching shorts. Spitfire felt tears sting her eyes as she walked over to her, pulling her into a hug.

"Oh I missed you so much." Spitfire gushed.

"I missed you too." Rainbow clung to her.

"Hey, where's your boyfriend? He still owes me that beer." Soarin said. Firefly's eyes widened and she quickly tried to shut Soarin up, but it was too late. Rainbows smile died as she hung her head.

"Whats wrong? Did something happen?" Spitfire asked.

"Its...a long story..." Firefly sighed.

Soarin and Spitfire sat in silence as Firefly finished explaining. Rainbow kept her head down, staring at her hands and blinking as Spitfire grabbed them.

"Sometimes the important things we have to do aren't always the best Dash. But what you did...proves how amazing and strong and brave you are. And I'm so proud of you..." Spitfire said quietly.

"I killed someone...how is that something to be proud of?"

"He brought it on himself Dash. He attacked first, he meant to kill both of you and because you stood up and did what had to be done you saved both of you. Doing what has to be done is the Super Hero Code ya know." Soarin said with a smile.

"D-Do you guys have to kill people?" Rainbow stammered.

"We don't like the idea of it. But in a life or death situation we do what we have to. If we can spare lives then we do. If fighting is the only way out, then its the only way out." Spitfire answered. Rainbow looked back at her hands and then she noticed Spitfires' ear.

"Someone tried to kill you guys too?" Rainbow asked.

"Well, it was a dangerous mission." Soarin mumbled, Firefly punching his shoulder.

"What matters is that we're all okay and together Rainbow. And...I'm happy to be here for you, as your mom, or your friend." Spitfire smiled. Rainbow nodded, wrapping her arms around her.

"Come on, lets get you packed up." Spitfire said, patting her back. Rainbow nodded and hopped out of her seat, rushing over to Firefly and hugging her legs

"You'll visit, right Auntie Firefly?" Rainbow asked. Soarin chuckled.

"Auntie Firefly? That's got a nice ring to it." he pointed out as Firefly glared at him.

"Of course I'll visit Rainbow. oh, I almost forgot." She pulled Rainbows Wonderbolt hat from behind her back. On the side it was signed

From Firefly to my hero: Rainbow Dash Rainbow held it gently.

"Th-thanks Auntie." Rainbow wiped away her tears before they could show. Soarin ruffled her hair and headed into the guest room to grab her things.

"You sure you'll be able to visit? We could just come and see you." Spitfire offered.

"It'll be nice to get out of the house every now and then. It'll be lonely here without her."

"Well, I'm sure she'll be happy to see you again." Spitfire smiled. Soarin came back with several bags over his shoulders and a box in his arms.

"Lets get this train a'movin. Ice cream to eat, monsters to slay, gifts to open!" Soarin cheered.

"Bye Auntie Firefly!" Rainbow said, hugging her tightly. Firefly waved as they got into a rental car and drove off, biting her lip as they vanished out of sight.

"Goodbye Rainbow..."

"Aw man its good to be home." Soarin sighed, setting everything down and cracking his back.

"Geez, you two are turning me into an old man." he chuckled.

"Not too old for a race are ya?" Rainbow asked, flaring her wings.

"First one to the fridge gets first bite?" Soarin asked.

"Mmhm." Rainbow agreed. Spitfire shook her head.

"On your mark, get set, go!" she cheered, watching as they took off with a giggle.

"Whoo-hoo! Aw yea! and Dash is the champion!" she heard Rainbow call out with Soarin groaning in defeat. Spitfire sat down, sifting through their mail and finding a letter addressed to Rainbow from her old hospital. She stared at it for a long time, before realizing Rainbow and Soarin were coming back, both with a tub of ice cream.

"Hey, slow down Dash or you'll..." Soarin tried to say, but it was too late.

"OW! MY BRAIN!" she cried, holding her spoon against her head.

"I warned ya." Soarin shrugged. Spitfire tucked the letter away under a few bills

"So, what do ya want to eat tonight?" Spitfire asked. Rainbow mulled it over a spoon of ice cream.

"Hmm...Fried Chicken!" she declared.

"On it boss-lady-ma'am" Soarin saluted, earning a giggle. Rainbow sighed as she sat down on the couch.

"Auntie thinks I should go see a therapist." Rainbow said suddenly, staring at her ice cream.

"Dash, you aren't crazy or anything."

"I-I know. But...maybe it would help." Rainbow said slowly.

"Do you want to?" Spitfire asked.

"Well...part of me does. The rest of me is scared." she admitted.

"I don't blame you. But your pretty brave Dash. I'll back you up on whatever you decide." Spitfire promised.

"Thanks mom..." Rainbow said as she leaned against her. The two of them just sat there for a while with Rainbow sucking on her spoon, though the wonderful smells coming from the kitchen forced them both to get up. Soarin was dressed in a fancy chef coat and hat, singing random Fracaian Babble as if he actually knew the language.

"And voila! One beautifully cooked meal, by yours truly." he said with a bow. Three plates sat piled with two chicken legs each, a pile of homemade mash potatoes and gravy, a side of roasted corn and finished off with green beans.

"I knew there was a reason I kept you around." Spitfire grinned.

"My devilishly good looks? My wonderful humor? My dazzling smile?"

"Your cooking ya dingbat." Spitfire chucked a green bean at him but was foiled as he caught it in his mouth. Rainbow watched with a mouthful of chicken, crumbs covering her cheeks as she ate. It was good to be home.

Rainbow stared at herself in the mirror, dressed in a new custom made Wonderbolts onesie. It was dark blue with lightning bolts on the shoulders and a rainbow running down the back like a cape.

The bolt on her left shoulder was surrounded in flames while the one on her right had a pair of blue wings. It had quickly become her favorite thing to wear, along with her signed Wonderbolts cap or her fathers lucky red cap. Though she only wore that if she felt she needed it.

It felt like each time she put it on that she could hear him speak. Almost like he was there with her anytime she wore it and as long as she had him and his hat nothing could tear her down. She sighed, rinsing her toothbrush and pulling open the cabinet to put it away. When she closed the mirror it wasn't her reflection she saw, but her mother.

"Hello Rainbow." her mother spoke up. Rainbow screamed, her wings flaring to life and her eyes glowing brightly.

"Ah ah ah, I wouldn't do that. It was so very hard to pull you from the edge you know. Why burn away what little life you might have left?" her mother asked. Rainbow grit her teeth.

"Gimmie one good reason to believe you." Rainbow asked.

"You don't need a reason from me. You can feel it. The pain of all that magic coursing through you, the ache and the nausea it leaves behind. Every time you grab a hold of that power you are burning yourself away Rainbow. That's not why I gave you my magic."

"Then why did you do it? To prove your theories? To save your career?"

"I did it to save you Rainbow. You and your father." Nightgale said softly, adjusting her glasses.

"That's a lie and you know it." Rainbow spat.

"Is it Rainbow? Do you want to know why I always cut the same feather? Why I went to such lengths?" she asked

"I don't give a damn." Rainbow grumbled, crossing her arms.

"Well that's too bad. The reason Rainbow is because your wings were dying. Decaying and melting away. Applying normal healing methods only multiplied the decay rate. The only way to repair them was by feeding them a source of power that would build upon itself. The only source available..."

"Was magic..." Rainbow realized, looking at her wings.

"Now you understand what hundreds of scientists refused to see. You are special Rainbow. You are my biggest accomplishment in life and in death. But that will be for nothing if you burn yourself out." Nightgale sighed.

"Rainbow, are you okay in there?" Spitfire asked, knocking on the door gently. Rainbow blinked, realizing she had been standing there having a conversation with herself. She glanced back at the mirror, finding only her reflection. She gulped as she stepped out of the bathroom.

"I'll take those therapy sessions now..."

Rainbow bit her lip as she sat in the waiting room. Several parents sat with their children, some twitching nervously and others crying their eyes out. Rainbow felt lost. She didn't belong here with these lunatics and sob story kids. She was better than this.

You sure about that? Nightgales voice asked. Rainbow gulped, squeezing Spitfires' hand. Spitfire wrapped an arm around her, pulling her close.

"Its okay Rainbow. We can leave if you want." Spitfire said softly. Rainbow sighed.

"N-No. I need to do this." Rainbow said, mostly to herself. She gulped as a man came into the room. He was dressed in a long white lab coat that lay over his brown collared shirt and red tie, a pair of form-fitting jeans completing his ensemble. Despite his grayed hair he appeared quite young and full of life. His eyes were a bit creepy though.

"Hm, Rainbow Dash?" He called out, adjusting his glasses.

"Th-that's me" Rainbow called out. He smiled, snapping his fingers and flicking his wrist, a tootsie pop appearing between his fingers.

"Care for some candy?" he asked with a genuine smile. Rainbow blinked, looking him up and down. He raised an eyebrow, rolling his wrist once more, the candy vanishing. Rainbow pouted slightly until he pointed to her hand where the lollipop sat between her fingers.

"How'd you do that?" Rainbow asked. He chuckled and tapped his nose.

"Just a little bit of magic and a wave of the hand."

"Magic?" Rainbow asked.

"Ah, yes. You're the one that doesn't like magic. But not all magic is bad you know. For instance!" He snapped his fingers, a cloud forming in the room and raining bits of candy on the table.

"D-Dad, you said you wouldn't do that again." a young girl spoke up, tugging on his coat. She held a baby bunny in her arm, her long pink hair falling down her back. She wore a simple yellow dress that hung below her knees, giving her the modest appearance of a delicate flower.

"Oh! You are quite right dear. I did say that. Ahem." with another snap of his fingers the cloud faded away with a little pop.

"That's some of the weirdest magic I've ever seen." Rainbow mumbled.

"Its not real magic Dash. Those are magic tricks." Spitfire explained.

"Magic is the simple art of performing acts beyond normal comprehension my dear Wonderbolt!" he said with a smile.

"But we've wasted enough time with my theatrics. Shall we move to somewhere more comfortable?" he asked. Rainbow bit her lip and nodded, blinking as Spitfire stayed put.

"I'll be right here Rainbow." she promised. Rainbow nodded as she followed the man in the lab-coat.

"So um...why the lab-coat?" Rainbow asked.

"Ah, such curiosity. You see my dear Rainbow, I am not simply a therapist, I am a Doctor! A man of science! They call me a madman. Though others call me Doctor Dickson Accord."

"That's a funny name."

"Why thank you." he grinned with a tip of an imaginary hat. Rainbow couldn't help but giggle as he led the way into the room they would be using. She hopped up on a red couch, the girl from before sitting in a corner with her bunny.

"Fluttershy dear, would you mind stepping outside? Just for a little bit." Dr Accord asked. The pink-haired girl nodded, taking her bunny and leaving the room. Dr Accord plopped down in his chair, crossing his legs and resting his hands on his knees.

"Alrighty then Miss Dash. What seems to be the problem?" he asked.

"Uh...well...Its kind of a long story."

"Oh I do love a good story." he leaned back in his chair and waited. Rainbow sighed softly.

"You won't tell anyone? This all stays between us, right Doc?"

"Of course my dear. I would lose my job otherwise and I rather like being able to pay my bills." he replied. So it was that Rainbow began to recount the events of her life, the things she had suffered and the acts she had committed to survive. Slowly but surely Dr Accords smile began to fade away as he leaned forward.

"And that's how I ended up here..." Rainbow finished.

"That was quite the tale Miss Dash. I can very well understand your hatred of me and my colleagues. I must say it was quite brave of you to even come here today." he leaned back once more, removing his glasses and dabbing his eyes with a small cloth.

"Mom says not all of you are bad."

"She is a smart woman. We aren't all bad. I don't like to toot my own horn..." he pulled a small horn out of his end-table drawer and squeezed it a few times, making Rainbow giggle.

"But I've always strived to bring about the best outcome for everyone rather than the majority. Now, I won't make you come back to talk to me and I won't make you forget your hate of Magians. But if you want to talk then I'm happy to listen and offer whatever I can to ease your fractured mind." he said softly.

"My mind isn't fractured." Rainbow mumbled.

"Oh? No strange dreams? Hallucinations or anything of the like?" he asked. Rainbow gulped and twiddled her thumbs.

"Well uh...maybe a little..." she admitted. The two sat in silence for a moment, Dr Accord stroking his goatee absentmindedly. This girl was rather interesting, perhaps there was something more here. Such matters would have to be put aside for now. There was work to be done!

"I'd like to try something Rainbow, if you'll trust me that is." He spoke up, breaking their mutual silence.

"Uh...sure Doc...that's why I'm here right?" Rainbow said hesitantly.

"Just lay down and relax. Listen to the soothing sound of my voice." he told her. Rainbow laid down on the couch, her eyes falling closed slowly as she listened to him.

"Good, very good miss Dash. Now, when I snap my fingers you will find yourself face to face with that which you must overcome.1...2...3" he snapped his fingers and Rainbows eyes flew open. She found herself standing in a blank landscape and spun, finding emptiness for miles around.

"What the heck is this?"

"Your mind, your thoughts, your very being." Dr Accord explained. She jumped in surprise as he appeared beside her.

"In here you pull the strings my dear. But sometimes the strings might pull you. We won't go any further than this today, but when you are ready, we will battle your demons together." he offered. Rainbow turned back to look across the barren landscape, seeing her mother standing in front of them.

"Hello Rainbow." she said with a smile. The same crazed smile she had right before Rainbow had become a freak.

"AHHH!" Rainbow screamed as she sat up, panting heavily and clutching her chest, feeling like her heart was trying to jump out. She blinked as she felt arms around her, turning to find the pink-haired girl.

"I-It's okay." she said softly, giving her a gentle smile. Rainbow gulped, accepting the hug and letting the tears flow as the girl held her.

"Shhh, it's okay." she repeated, keeping Rainbow close until her sobs faded away.

"All better?" she asked. Rainbow chuckled and wiped away her tears.

"Yea...thanks." she said softly

"Oh um..s-sure." the girl smiled, hiding behind her hair. Rainbow looked past her, seeing her mother talk with Dr Accord outside the room.

"Hey, I'm probably gonna be coming back here...a lot...did you wanna be friends?" Rainbow asked. The girl blinked and nodded quickly. Rainbow laughed and wiped away a stray tear that tried to come back.

"I'm Rainbow Dash."

"I-I'm Fluttershy."

"Heh, well Fluttershy, I think we're gonna be good friends." She blinked as Fluttershy hugged her again, sighing as she returned it. Outside of the room, Dr Accord and Spitfire watched them.

"It seems we both shall benefit from this my dear." he chuckled.

"Your daughter, is she..." Spitfire began, trailing off as she turned to him.

"Magian? Oh no, not at all. She's Skyborn like her mother. But the poor thing is terrified of flying." he sighed.

"Not even I have been able to help her. But that girl of yours seems to have cracked her shell...Would you mind our next session being in your home? I think I might be on to something." he asked. Spitfire smiled and nodded.

"I don't mind. Dash needs this Doc. Whatever it takes to make her happy, I'll do it."

"Spoken like a true mother. I shall see you next week then my dear! Until then" he tipped his imaginary hat once more and entered the room. All of the pieces were falling into place.

Author's Notes:

Did ya get it?!

I'm gonna finish up part four and THEN we can get back to the main story. Sorry for dragging this out.

Episode Three:Secrets of the Rainbow Part Four

Days turned into weeks, weeks to months, so on and so forth. The sessions became more intense and more terrifying. But through it all, her family and her newest friend Fluttershy were by her side. Before she knew it the sessions were happening less and less and she was craving the company of her friend more and more.

Rainbow sighed to herself as she stared at the ceiling, wondering if Fluttershy would be visiting with her father. This was her last session and she doubted she would be able to make it through without Fluttershy. She jumped as Soarin pushed her door open.

"Hey Squirt, the doc's here." he said softly. She sighed, dropping down from her cloud-bed.

"Oh, and so is your friend." he chuckled, watching as she smiled and rushed out of the room. He hid a grin as he heard the two girls squeal as they shared a hug.

"Alright, alright, lets get this last show on the road!" Dr Accord laughed, taking a seat in Soarin's arm-chair. As the good doctor got comfy, sitting cross legged in his claimed chair, Fluttershy and Rainbow Dash were setting up on the floor. With a few blankets and pillows the two had put together a pallet to rest on.

"Alrighty then, on the count of three girls. One...two...two and a half...."

"Daddy..." Fluttershy sighed.

"Three!" SNAP. Rainbows eyes flew open, the once white landscape was full of color and mirth after all the times they had visited it, tearing down the walls she had built around herself and helping her through her worst fears. Today was the last white patch and within it stood her mother. Fluttershy stood to her left, Dr Accord on her right.

"We're right here with you Rainbow." Dr Accord said softly.

"I...I know Doc." she gulped, hesitantly stepping forward.

"Don't do it Rainbow. You don't know what you are doing. If you get rid of me now I won't be able to help you." Nightgale said softly, her eyes shifting to Dr Accord.

"Why should I believe you? After all you did..." Rainbow choked out.

"Because I did what had to be done. If I had just left you there you'd be as dead as your father!" Nightgale cried.

"Yes, what I did was wrong and I can't ever be forgiven for my crimes, but at least what I did was done to save you. This man, he's not what you think Rainbow. Please just listen to me!" she begged. Rainbow shook her head.

"No, I'm done listening to you. This man is my friend! He's the only Magian who ever cared about me, the only Magian I can call family. You aren't even my mom. You're just this thing in my head and I want you out! NOW!" Rainbow screamed. Her mother simply stood there.

"I-Is that what you really want Rainbow?" she asked quietly.

"Yes...just leave. I don't need you and I won't ever need you." Rainbow shook, squeezing Fluttershys' hand.

"I have a family who cares, friends, loved ones. People who don't just want to use me." she finished.

"Very well...I won't be here when this turns around to bite you Rainbow...Goodbye." her mother said softly, fading away. But still the blank spot remained blank. Rainbow was at a loss.

After every demon she had conquered there had been a splash of color and life to take over the empty space left behind, but here there was nothing. Just more emptiness. Had she done the right thing?

This question continued to pester her as her eyes flickered open to the sight of Dr Accord discussing something with Spitfire. Fluttershy was still fast asleep, curled against her side and sucking on her thumb with Angel held in the crook of her arm. The bunny slept with his head just below his caretakers chin. Rainbow sighed to herself, closing her eyes and pretending to be asleep as she listened in on the conversation nearby.

"Something seems wrong though." Dr Accord sighed.

"What do you mean? Is she not cured?" Spitfire worried.

"There was nothing to ever cure. Just some mental scaring that needed to be worked through which she has done marvelously. But the final step seemed...unfinished. As if there is some deep trauma she is desperately holding on to, even if she doesn't know it herself. If thats the case then there is nothing else I can do for her. But perhaps my daughter can." he mused, puffing on a crooked wooden pipe he normally kept tucked away in his coat.

"Well, they do look rather cute together." Spitfire chuckled.

"I agree my dear Wonderbolt. I don't suppose you'd mind watching her for a few days?" he asked with a hopeful glint in his eyes.

"I'm sure Dash would appreciate it. But are you sure she'll be okay with us for that long?" Spitfire worried.

"I'll admit, my Fluttershy is easily frightened, but she has the heart of a lion and the quick wit of a fox, and her fathers talent with people. She just needs someone around her to help her exercise it. Maybe spending some time out from under me will help her with that and in the process help Rainbow Dash past her last hurdle."

"Well, if you're sure, then I don't mind."

"Oh good, trapped in a house full of Skyborn girls, its like High School all over again." Soarin joked from across the room

"If you can control yourself maybe it WILL be just like High School." Spitfire grinned. Soarin blinked, for once at a lack for words. He settled for a simple about face and headed into any room that wasn't occupied to process what had just been said to him. Rainbow was left confused on the hidden message in Spitfire's words, while Dr Accord merely chuckled.

"I suppose I should be on my way then. Feel free to call if I am needed. I cannot promise she is past everything, but the flashbacks and night terrors will bother her no more." he said happily.

"Thank you so much Doctor. It means the world to me." Spitfire said as she escorted him out. She sighed to herself as she reentered her home, marching towards Rainbow and Fluttershy.

"Alright you two, up an at em. Lets get you in a real bed." Spitfire said as she pulled them to their feet. Fluttershy mumbled sleepily, still holding Rainbows hand as the two walked towards Rainbows room.

Spitfire smiled as the two climbed into the cloudbed, making her way to the study where Soarin stood, simply staring at thin air. She grinned, hooking her arms around him and resting her chin on his shoulder.

"Uhhh..."

"Shh, I feel mommish right now, don't ruin it damnit." she mumbled. Soarin chuckled, placing his hands over hers, the two enjoying the moment.

"Adults are weird." Rainbow mumbled, Fluttershy nodding agreement as the two snuck back to her room.

"Todays the day." Rainbow said to herself, grinning in the mirror. She wasn't the smartest kid in school, but she wasn't far behind. Today was her High School Graduation and the day she qualified to start going to the Flight Academy. Step One of joining the Wonderbolts and making her family proud.

She checked herself in the dressing room mirror again, making sure her robes were right and her hat was on straight. She couldn't mess this up. Soarin and Spitfire had used their vacation to come and see this. Everything needed to be perfect.

"Oh, hi Rainbow. T-todays the big day huh?" Fluttershy asked softly. Rainbow grinned, crossing her arms.

"Damn straight Shy. Today we become adults!" Rainbow beamed.

"I'm really happy for you Rainbow. A lot of kids said you'd never get this far." Fluttershy mumbled.

"I-I wasn't one of them! I mean, I was worried you might fail, but I always hoped you would make it." Fluttershy panicked.

"Shy, relax. Its cool. Now come on, their gonna be calling us up there soon and we gotta look good." Rainbow said, pushing Fluttershy along. Her friend squeaked and nodded.

"O-Okay. B-But there are so many people out there Rainbow..."

"They just want a peek at awesomeness Shy. Just pretend its a bunch of your bunnies." Rainbow told her. Fluttershy closed her eyes and focused on the image.

"Miss Fluttershy! Graduating at the top of her class and on her way to being a Veterinarian. Congratulations Miss Fluttershy!" the Principal called. Fluttershy squeaked and made her way onstage.

"Oh, thank you very much. I-I hope to help as many animals as I can." Fluttershy said with a wave to the crowd, shaking hands with the Principal and Vice Principal before making her way offstage and into the waiting arms of her father. Rainbow stood in line, waiting for her turn to go onstage. Finally she reached the stairs, a grin plastered across her face.

"Sunset Shimmer! Honors in Advanced Magical Theory!" the Principal called, murmurs filling the room as Sunshet Shimmer pushed past her and walked onstage with a smirk. Rainbow stood in place, wondering if her Diploma just got mixed around. But one after the other names of the people directly behind her were called until Rainbow had enough. She rushed onstage, tears stinging her eyes.

"Wheres mine?!" She demanded, clenching her fists.

"I'm not the smartest, I'm not the best or the funniest. But I passed damnit! I worked hard everyday to make my family proud! I've got my report card and everything proving I passed!" Rainbow fussed.

"Now now Miss Dash. I'm sure there has just been some sort of misunderstanding." The Principal assured her.

"She probably misunderstood the meaning of Failure. The poor things gone delusional and thinks she actually accomplished something." Sunset Shimmer laughed. Rainbows shoulders fell.

"You...You bitch, it was you wasn't it?! You did something, I know it!" Rainbow accused.

"Me? Innocent honor roll student and graduating with a Scholarship to Celestia's Academy for the Gifted me? Whatever do you mean?" Sunset taunted. Rainbow screamed as she lunged for her, tackling her off the stage.

Sunset rolled, snaring Rainbow in her magic, but the Skyborn refused to submit, her eyes glowing as she punched the bully in the jaw, leaving her dazed and confused as Rainbow pulled back for a second punch.

"Thats enough!" Spitfire called out, Rainbow freezing in place as the glow faded from her eyes. Murmurs filled the air once more. Spitfire made her way through the seats and towards her daughter.

"We'll get this sorted out Dash, but not like this." Spitfire whispered as she pulled her off of Sunset Shimmer. The Magian rubbed her jaw as she stood.

"Did you see what she did? She attacked me with magic!" Sunset accused.

"Thats funny, it looked like she punched you." Spitfire argued.

"Look, I dunno who you think you are, but I am Sunset Shimmer and I will not stand for this!"

"Then you can sit down Miss Shimmer, in my office. The same goes for you Miss Dash."

"Aw crud." Rainbow groaned.

Rainbow hung her head, Soarin on one side of her and Spitfire on the other.

"I'm sorry...today was suppose to be perfect...and I ruined everything."

"You didn't ruin anything Dash. Its about time someone slugged that girl." Soarin whispered, Spitfire holding back a laugh.

"What has me upset is that you used magic to do it Rainbow. Don't you remember what we said?" Spitfire asked.

"Yea, I know. I'm not suppose to use magic unless its a life or death situation." she mumbled.

"And while that might've called for a punch or two, thats not how you should've solved it."

"I know mom."

"It was a good punch though." Spitfire mumbled, bringing a smile to her daughters lips.

"You can come in now." the vice Principal said to them. Rainbow sat down in a chair next to Sunset Shimmer, the two of them facing the Principal.

"I was going through our records and discovered that all of Rainbows grades are F-'s. All of her hundreds and...just barely passing grades that I am sure were here before have been changed to zeros." he said to them, glancing at Sunset Shimmer.

"Checking our surveillance footage I discovered this." he turned his monitor to them, showing two of Sunsets goons breaking into the office and getting on the computer.

"As it turns out, doing a restore of the system brings up your true grades miss Dash. While not top grades, they are well beyond passing and I am quite happy to award you the diploma you so rightly deserve. As well as a paid scholarship to the Flight Academy for your troubles. As for you miss Shimmer. We shall see what the Principal at Celestia's Academy for the Gifted wants to do with you."

"Me?! But thats not me on the tape! Its obviously those two troublemakers who never leave me alone!" she argued.

"Oh? Thats not what they had to say." he pointed to the door leading to the counselors room behind him where said two goons stepped out.

"Sorry Sunset Shimmer. They were very persuasive!" Snails apologized.

"Yea, they were gonna hold us back!" Snips whined.

"You little traitors!"

"So...am I still in trouble for punching her?" Rainbow asked. Spitfire winced and shook her head. She would have to explain to her daughter about keeping her mouth shut.

"Well, as for the punch, you were technically already no longer a student at this facility. So I have no power over what becomes of that punch. It falls to the on-hand authorities, being that there are Two Wonderbolts here, I'll leave it in their fine capable hands." he said with a wink to them.

"Thank you sir, we'll see that she suffers the proper punishment." Soarin promised.

"Now then." he reached into his desk, pulling out a blank Diploma and filling in the needed spots along with his signature before rolling it up and standing. Rainbow stood as well.

"Congratulations Miss Dash. You've more than earned this Diploma and all that it entails. I wish you good luck on your future endeavors."

"Thanks Mister P, you're alright." Rainbow said as she shook his hand. Rainbow was able to contain herself for all of five seconds, which was enough time for them to get into the hallway.

"WHOO-HOO!" she cheered, throwing up her hat and giggling like a little girl.

"Aw man that feels good." she sighed.

"I'm so proud of you Dash." Spitfire said as they walked to the car. Rainbow was driving. Something her mother was a bit apprehensive about.

"Congrats Squirt. Two whole months til you gotta do it over again." Soarin chuckled

"Yea, but this time I'm working towards something."

"Hey, that diploma is really somethin' Dash. Not a lot you can do in this world without one." he argued.

"Yea, I know. Hey, you think I can take Shy and go visit Auntie Firefly this weekend?" Rainbow asked.

"Hmmm, Two young girls, fresh out of School and running unsupervised in Celamont with an Ex-soldier. Why do I feel uneasy about this?" Spitfire murmured.

"Pleeeeease?" Rainbow asked.

"Hm, tell ya what. Lets check in with Fluttershy's Dad about it first, okay?" Spitfire asked.

"Alright." Rainbow agreed glumly. She undid her seat belt and got out of the car, her wings kicking to life as well as Soarin's and Spitfire's. The three flying up to their cloud home and heading inside.

"Summertime, here I come!"

In the end Rainbow won out and with some extra cash from both of their families, the two friends were off on an adventure.

"We normally visit by flying or Royal carriage. But this way we get to be in full control of everything. Pretty cool huh Shy? Our first adventure on our own!" Rainbow chuckled.

"Y-Yes..i-its, nice." Fluttershy replied, her bunny, Angel, sticking his head out of her bag.

"Aw crud Shy. I told you not to bring that Rabbit."

"Its a bunny." Fluttershy argued softly, holding him in her arms. "I just couldn't leave him all alone."

"Your Dad promised to watch him and the rest of your animals. I'm not gonna find a squirrel in the car am I? no Racoons? Any fish in your pocket?"

"Um...no. Just Angel." Fluttershy said softly.

"Alright. Just keep him outta my hair. That guy likes to kick." Rainbow mumbled.

"Um, Rainbow. With your 18th birthday coming up, are you planning anything special?" Fluttershy asked, decidedly changing the subject..

"Well...I didn't wanna announce it or anything, but I'm gonna move out the day after."

"What?! But where are you going to stay?!" Fluttershy panicked.

"Relax Shy. My inheritance kicks in when I'm 18. My dad left me his house and a pocketful of cash. He was always lookin' out for me. Sometimes I feel like he still is." Rainbow chuckled, wiping away a tear. Fluttershy put a hand on her shoulder.

"I'm not crying damnit, some dirt got in my eye." Rainbow mumbled, focusing on the road. Fluttershy nodded, saying nothing as she sat back in her seat. Rainbow pulled into a gas station and hopped out of the car.

"Want anything to snack on Shy?" Rainbow asked.

"Oh, just some carrots for Angel." Fluttershy smiled. Rainbow gave her a flat look.

"I'll take a soda." Fluttershy mumbled.

"Atta-girl." Rainbow chuckled, making her way inside. Fluttershy squeaked as a man leaned against the car.

"Hey there cutie. How about you an me head in the back for some fun?" he suggested with a wink.

"Thank you but, my friend is going to be back soon and we really need to be going." Fluttershy said softly.

"Thats a damn shame. You've got quite the pretty voice. I'd love to hear you scream." he said as he opened the door.

"No, thats fine. I-I don't like screaming." Fluttershy stammered as he leaned in close to her, sniffing her hair.

"You smell nice, lets fix that." he chuckled. Her eyes turned to pinpricks as he grabbed her arms, trying to tug her out of the car.

"AHHHHHHHHHHHHHHH!" Fluttershy screamed. Rainbow bolted out of the shop, her wings flaring to life as her arm cocked back.

"Hey buddy!" Rainbow called. He lifted his head in time for her to clock him square in the nose. She rolled her shoulders, shifting into her karate stance as the man got back to his feet.

"You wanna dance pretty boy? I'll dance with ya. Shy, pump the gas." Rainbow said. Fluttershy eeped, setting Angel down in her seat as she got out to fill the car with gas.

"You got some guts girly."

"Yea, I hear that a lot." Rainbow grinned, watching as he pulled a knife.

Oh please she thought to herself. Until his eyes started to glow and the knife transformed into a big freaking sword.

"What the hell?" Rainbow mumbled.

"You're lookin' at a Knight of Celamont kid, still think you're tough?" he chuckled, hefting the sword over his shoulder.

"Bring it." She pivoted as he slashed down with the blade, smacking her palm into it and knocking it out of his hands, another pivot and she was in front of him, smashing her fist into his diaphragm, her free hand grabbing his arm as she turned and flipped him over her shoulder with all the strength she could muster.

"Heh, how do ya like that?!" Rainbow beamed. blinking as a gun was pushed against the back of her head.

"Ma'am, I'm gonna have to ask you to unhand that Knight and come with me."

"What for?! He was trying to hurt my friend!" Rainbow argued.

"Yea well, he's my friend and I don't take too kindly to Skyborn trash in my town." he said, cocking the gun. Rainbow roared, smashing her elbow into his wrist and spinning around him, snatching the gun out of his hand and forcing his arm up against his spine, holding the gun against his head.

"Now this is an interesting situation. Wouldn't ya say?" Rainbow panted slightly.

"R-Rainbow. The tank is full." Fluttershy called softly.

"Thanks Shy. I'll be done in a minute." she turned, her eyes glowing for a moment as she chucked the gun as far as she could.

"You gentleman have a nice day." Rainbow said, snapping his wrist and letting him drop to the ground next to his friend as she went back to her car. Rainbow picked up her bag on the way, sitting in the drivers seat and passing the bag to Fluttershy.

"That was amazing Rainbow Dash. Where did you learn all of that?" Fluttershy asked.

"You uh...pick up a few things when your mom is a Wonderbolt." she chuckled. The air was filled with silence for a while after that, Fluttershy finally speaking up.

"I don't understand, why don't you just have your mother let you take the test to get into the Wonderbolts?" Fluttershy asked.

"Because it has to be earned Shy. She couldn't give it to me anyway. Princess Celestia decides on that and only the top fliers of the Academy get a shot. I've gotta be on my game and on top of everything if I want my chance. Besides, all the Wonderbolts would have to approve and only Soarin and my mom would. The others don't know me very well. They never cared to get to know me. I was just that kid that lived with Spitfire." Rainbow explained.

"Oh...sorry." she apologized

"Nah, its alright. I like it better this way. Cause I get to show them what I'm made of." Rainbow grinned.

"And its gonna be a hell of a show."

KNOCK,KNOCK. Firefly smiled as she opened the door, already expecting the hug that nearly knocked her to the ground. Rainbow grinned, still a bit shorter than her.

"Hi Auntie"

"Hello Rainbow. You've been staying out of trouble I hope?"

"Uh, yea, totally." Rainbow fibbed, smiling nervously

"Really? No trouble with the law or two crooked knights?" she asked with a knowing smile.

"You heard about that?" Rainbow gulped

"I hear everything Dash." She winked to Fluttershy "Isn't that right dear?"

"u-um, yes Miss Firefly" Fluttershy stammered with a light blush. Rainbow cleared her throat, trying to change the subject.

"Mom said we could stay for the weekend, see some sights and whatnot."

"Sure thing Dash, but first lets get you two settled in." Firefly chuckled, letting them into her home. Rainbow sighed happily as she looked around.

"So, what are your plans now that you two are outta High School?" Firefly asked, handing them each a soda. Rainbow grinned as she popped the top off.

"Soon as I get the chance I'm gonna start attending the Flight Academy, get my Official Fliers license and join the Wonderbolts!" she said excitedly. Firefly paused for a moment, forcing a smile.

"And what about you Fluttershy?"

"O-oh, well. Um...I'm going to be a vet, but I need my Fliers license if I want to be able to really take care of the birds so I'll be going with Rainbow. F-For a year anyway." Fluttershy said softly, cradling her soda. Rainbow and Firefly both blinked glancing over at her.

"Shy, uh...the Flight Academy is pretty tough. You sure you're up for it?" Rainbow asked.

"Of course I'm sure Rainbow. B-but um..."

"Don't worry Shy, I got your back." Rainbow chuckled, clinking her soda bottle against her friends. Fluttershy visibly relaxed and sipped her own soda, Angel dozing off in her lap with a carrot held against his chest.

"Ugh, I can't sleep." Rainbow grumbled. She glanced over at the bed across the room, seeing Fluttershy curled up in her blanket and fast asleep with Angel's head under her chin. The bunny was annoying sometimes, but Rainbow had to admit he was...okay at times.

That was as far as she'd go on that topic. She sighed as she sat up in her cloudbed. She couldn't understand Fluttershy's need to sleep on anything else. Skyborn were made for clouds, but her friend was happy without them.

As long as she had her animals. Rainbow sighed, hopping out of bed and landing silently on the ground. She peeked her head out of her room, making sure the coast was clear as she snuck towards the kitchen.

"Looking for something?" Firefly asked, causing her to jump moments before reaching for the fridge.

"I uh...couldn't sleep." Rainbow mumbled, turning to face her aunt. Firefly sat in her chair, several gun parts strewn across the table for cleaning.

"Dash...come sit down, I wanna talk to you." Firefly said softly. Rainbow sat across from her, resting her hands in her lap and trying to relax.

"Dash, are you sure this is what you want? To be a Wonderbolt?" Firefly asked. Rainbow blinked in surprise.

"What kind of question is that? Of course its what I want! The Wonderbolts are amazing and without em I'd still be...well...you know." Rainbow rambled, rubbing her arm.

"Being a Wonderbolt isn't just about doing good Rainbow. Its also incredibly dangerous. Its not just fun and games. They are going to make you a soldier, everyday you'll be fighting an invisible war Rainbow. There are things that go on in our everyday lives that no one knows about. No one but the Wonderbolts." Firefly sighed, hanging her head.

"I don't care Auntie. If I can help even one person, to save some kid from going through what I went through...I'd give anything." Rainbow admitted.

"Even if you had to kill people?" Firefly choked out. Rainbow froze, glancing down at the table.

"This is..."

"Yes, it is. I haven't used it since that day." Firefly confirmed. Rainbow gulped and without thinking started to piece it together while Firefly watched. It took her longer than she would've liked, but eventually she had the entire thing put together. A 9mm Anti-Magian Riot-control pistol. The same one Rainbow had killed Comet with.

"Its yours." Firefly said softly.

"What?"

"If you want to be a Wonderbolt, you're gonna have to learn to use one and keep one with you. So its yours...unless you turn back now Rainbow. You're so gifted...there is so much else you could do." Firefly grabbed her hands, folding them over the pistol.

"But I won't force you to change your mind. Just promise me you'll be okay..." she closed her eyes, managing to hold back her tears. Rainbow stared at the gun and then at Firefly, unsure of what to say.

"I Promise."

Episode Three: Secrets of the Rainbow Final

"Do you have to bring the bunny?" Rainbow deadpanned as Fluttershy got ready for the day.

"Well...I can't leave him here." Fluttershy argued softly. Rainbow rolled her eyes and slipped her bag over her shoulders. She hesitated for a moment before tucking Firefly's pistol into her inside jacket pocket. Fluttershy stared with wide eyes as she caught sight of the movement.

"I-Is that a gun?! Rainbow what are you carrying that for?!" Fluttershy panicked.

"Shy, remember at the gas station? When those guys came after you?" Rainbow asked softly. Fluttershy gulped and nodded slowly.

"Those two were Knights of Celamont. This City, sworn to protect and serve. This city is crawling with those Magian pricks and I'm not gonna give them a chance to...to..." Rainbow sighed and shook her head.

"I-I understand Rainbow." Fluttershy said softly, cradling Angel in her arms. Rainbow smiled slightly and snatched up her keys.

"Alright, lets go. Theres somethin I wanna show you." Rainbow grinned, racing outside with Fluttershy trailing behind her.

"Be careful you two!" Firefly called after them. Rainbow waved goodbye as they took off down the road. Firefly lifted her wrist and spoke softly.

"Baby bird has left the nest. Do you have visual?" she placed a finger against her ear as she waited for a reply.

"Copy that Mama Bird. Baby Bird is in sight." came the reply.

"Good, don't lose her." she ordered. She sighed softly, leaning against the frame of her door.

"Be careful out there Dash."

"Ugh, I knew we shoulda flown." Rainbow grumbled.

"But we don't have our Flying Licenses. I-I don't think our permits would let us fly in the city." Fluttershy stammered.

"Yea, you're right. Still, this sucks. I didn't think Celamont would have crazy traffic. Its so old-fashioned. Heck, the Princess still gets around with a chariot." Rainbow argued to no one in particular.

"Well, we could just park somewhere and walk." Fluttershy suggested. Rainbow grinned, tugging on the wheel and flipping around a turn, parking in front of a bakery.

"Bingo." Rainbow hopped out of the car

"A bakery? Why a bakery?" Fluttershy asked.

"We can smell our way back to the car if we get lost." Rainbow reasoned as she made her way down the sidewalk.

"Lost?! But I thought you knew this area!"

"I do, kinda. I was little when we came through here. It was before we met Shy." Rainbow explained.

"But there's somethin really cool over here. I never shared it with anyone, not even my mom." Rainbow smiled as she lead the way, her hands tucked into her jacket and Fluttershy walking beside her. Rainbow took a quick glance around, grinning as she led the way to a large hedge, digging through it and opening up a path.

"After you." she smiled, holding the opening for Fluttershy, following behind and covering up the hole. Fluttershy gasped, staring with wide eyes

"Oh my gosh. Rainbow! This is the Royal Garden! We aren't suppose to be here!" Fluttershy panicked.

"Relax Shy. Just look at this place! Isn't it amazing?" Rainbow asked, spreading out her wings and shooting up into the air, bringing several bunches of roses and petals along with her. Fluttershy simply watched as Rainbow flew freely through the air, weaving and rolling about before diving straight down and flipping to a stop at the last second.

"That was incredible Rainbow, but if we get caught here..."

"Shy, relax." Rainbow chuckled, grabbing her hand gently and tugging her along. Fluttershy let herself be pulled along, eeping as Rainbow lifted her off the ground, the two of them spinning about slowly in mid-air.

"Look down." Rainbow whispered. Fluttershy glanced down, her cheeks flushed as she stared at the flowers. The fallen petals from Rainbows flight fit together perfectly to spell out a simple question.

Will you go out with me?

Fluttershy was dumbstruck. She shifted her gaze to her friends face. Rainbow cleared her throat, making a point not to look at her friend while maintaining her gentle hold of her. Fluttershy, slowly hooked her arms around her friends neck, gulping as she leaned towards her.

"Rainbow...I..."

"HEY! What are you doing?!" a guard yelled.

"Crap." Rainbow grumbled.

"Alright you two, come on." Firefly said, arms crossed as she waited for them.

"Had I known they were here with you Ma'am I wouldn't have taken them into custody." the guard began to apologize.

"No its fine. You were just doing your job. With what I've been hearing lately I should be apologizing to you." she sighed.

"Huh? What do you mean?" Rainbow asked. Firefly cleared her throat.

"Its not important right now Dash." She said softly. Rainbow wanted to argue, but with Fluttershy tugging on her arm she lost any reason to. Rainbow sighed and decided to let it go, for now. The guard held out Firefly's pistol, having confiscated it from Rainbow.

"I found this on her, no license."

"I see. That would be my fault. I gave it to her for protection."

"Well, thats all well and good, but she'll need a license for that. I'm just happy she didn't draw it on me." the guard chuckled lightly. Firefly faked a smile as she took the pistol, holstering it and letting out a sigh.

"Well, thank you sir. I'll be taking them off your hands now."

"Alright then, try and keep em out of trouble Ma'am." he said with a salute. Firefly rolled her eyes as she left, glancing left and right before giving Rainbow the pistol back. Rainbow tucked it into her jacket, ignoring the worried glance from Fluttershy as they walked to the car.

Rainbow stayed silent on the entire drive home, Firefly looking at her through the rearview mirror. She wanted to say something, but she knew better than to pest the girl. When she was ready to talk, she would come to her. Once back at Firefly's home, Rainbow stepped out of the car and marched inside without a word. Firefly sighed, glancing over at Fluttershy.

"You should go talk to her."

"M-Me? Why me?" Fluttershy asked.

"I'd have thought it was obvious by now." the older Skyborn sighed, crossing her arms.

"Fluttershy, how many of Dash's friends have you met?" she asked.

"Um...well..." Fluttershy blinked as she tried to remember. "None really..."

"She doesn't have any other friends Fluttershy. Just you. The little girl who saw through her tough shell, that was there when she needed someone to talk to, that stood by her side through everything. She needs you." Firefly said with a smile. Fluttershy chewed on her lip for a moment, her nervousness fading away and replaced with a determined look as she held out Angel.

"Can you hold him for me please?" she asked softly. Firefly chuckled, taking the bunny and watching as Fluttershy marched into the house.

"We'll just wait out here." Firefly said with a grin, Angel snoring in her arm.

"R-Rainbow?" Fluttershy called out.

"GO AWAY!" Rainbow screamed from behind her bedroom door. Fluttershy took a slow breath and pressed her hands against the door.

"Rainbow...Can we talk? Please?" she asked softly, her forehead against the door. "Please Dashie?" she gasped as the door flung open, Rainbow Dash standing in front of her, her eyes puffy and red from crying.

"J-Just go away Shy..."

"Yes."

"huh?"

"I'll go out with you." Fluttershy said simply. Rainbow Dash just stared, unblinking at her friend, unsure if she was dreaming or imagining things.

"Rainbow? Are you okay? Please say something..." Fluttershy began to panic. Firefly peeked her head in, Angel sitting atop her head.

"Hows it going?" she whispered.

"I think I broke her..." Fluttershy whimpered.

"Eh, she'll be fine. I'm ordering Pizza if you two get hungry." Firefly chuckled as she ducked back into the kitchen. Fluttershy turned to Rainbow, gasping as she was tackle hugged to the floor.

"Thank you so much Shy!" she squealed. Fluttershy smiled, wrapping her arms around her,

"You're welcome" she said softly. The two of them sat up, cheeks flushed and stammering. Rainbow cleared her throat as she stood, holding out her hand.

"We should get out there before Auntie eats all the pizza."

"I heard that!" Firefly called from the kitchen. The two girls shared a giggle as they left the hall hand in hand.

"I dunno if I'm ready for this." Rainbow admitted. Fluttershy smiled gently

"I don't know if I am either...but we both want this..." She pointed out. Rainbow nodded and sighed.

"I-I know Shy. I'm just not ready for more school." She said, staring at the doors to the Flight Academy.

"We worked hard to get here Rainbow. It wouldn't mean anything now if we didn't try." Fluttershy continued, waiting until Rainbow smiled to give her hand a gentle squeeze.

"Thanks Shy. Come on! We're gonna be late if we just stand around here all day!" Rainbow chuckled, pulling Fluttershy along. The halls were packed with Avaros and Grifanions flying this way and that, all dressed in the uniform of their chosen class and acquired rank. The two rookie fliers took it all in with wide eyes, until a rather pissed flier crashed between them.

"Hey! watch where you're walkin!" she roared, her hands shifting into talons. Rainbow slid between her and Fluttershy, her eyes glowing dimly.

"Rainbow don't." Fluttershy whimpered, putting a hand on her shoulder. The Grifanion in front of them blinked, watching Rainbow's impressive wings fill the hallway and hover protectively over Fluttershy.

"Well, aren't you just big an bad? Gotta give ya props for standin up for your girl. Names Gilda, Commander of A Flight, best flight there is. Make sure I see you there Rookie." Gilda chuckled, her talons shifting back to hands.

She flicked her hair out of her face and turned down the hall, racing a group of Avaros to class. Rainbow let out a slow breath, her eyes fading back to normal and her wings vanishing.

"Rainbow...you didn't have to do that." Fluttershy admonished softly

"Yea I did Shy. That chick was Grifanion. You let them walk over you once and they won't stop, ever." Rainbow turned and stumbled, putting a hand to her head.

"Rainbow! Are you ok?" Fluttershy asked in a panic.

"I-I'm fine. Just gotta sit down real quick." She said quickly, her stomach doing flips. It had been a while since she had last used magic and it had hit her pretty hard. She leaned against Fluttershy, her friend half-carrying her to class. Their teacher spared them a glance.

"New Recruits to the front." he said simply, his rough voice grabbing the attention of the new cadets rather easily. Each new cadet lined up, side by side and ready. The teacher held his arms behind his back, walking down the line and looking each cadet up and down.

"As of today, all of your skills, talents, smarts, strengths and abilities, don't mean jack shit." he said simply.

"You might have been the hotshot of track in your old school, fastest flier or what have you. But here, you're just another cadet. You will earn your place here with blood, sweat, and tears. Understood?" he asked softly, answered only with murmurs.

"I asked if you maggots understood me!" he yelled.

"SIR, YES, SIR!" they answered, Fluttershy hiding behind her hair. He stood in front of her, crossing his arms.

"Speak up Cadet." he demanded.

"s-sir, yes sir." she mumbled.

"I SAID SPEAK UP!" he screamed, tears stinging Fluttershy's eyes. Rainbow grit her teeth, pushing in front of her friend.

"Hey! Just leave her be! She isn't even here to be a cadet, she just wants her fliers license. You don't have to jump down her throat!" Rainbow yelled, the class falling silent. She gulped, realizing she had just yelled at her teacher.

aw shit she thought to herself as he stood upright.

"Whats your name cadet?" he asked softly.

"Rainbow Dash...Sir." she mumbled, managing to keep eye contact. She was already screwed, no reason to back down now.

"Cadet Rainbow Dash, since you're friend here is simply here for a license, you can cover her physical training, as well as your own." he chuckled, crossing his arms.

"Or is that too much for you to handle?"

"Pfft, bring it old man." Rainbow grinned.

"You'll refer to me as Commander Chrome Mist, Cadets will stay in formation!" he called out, each cadet snapping to attention. Fluttershy squeaked as Chrome Mist pointed to her.

"You there, name?"

"F-Fluttershy..."

"Miss Fluttershy, allow me to apologize for my outburst before. It seems there was a mistake in your class assigning. Only those with Military careers in their future join this class. You're stuck for it at this point, but you'll be required to complete some kind of work here."

"I-I'm good with animals." she mumbled.

"Good. You'll be my assistant then. Since your friend there is doing double duty you'll make sure she doesn't die of exhaustion." he said, moving to the head of the group. Fluttershy was left standing there with wide eyes.

"D-Die?!" she squeaked, blinking as Rainbow tugged on her arm.

"Shy, chill. I'm not gonna die, I'm sure as heck not gonna let some old wrinkly soldier yell at you either. I've got this." Rainbow assured her. Fluttershy sighed and shook her head.

"I'm sorry Rainbow..."

"Hey, like I said, its no biggie. Now come on, before Commander butt-munch catches us chatting." Rainbow joked, following the cadets ahead of them.

"Alright, spread out an stretch." Chrome Mist ordered, pointing to a bench for Fluttershy to sit at. Next to the bench was a cooler full of bottled water and a basket of towels. She watched as Rainbow began to stretch, spreading out her wings and letting them get some air.

"Cadet Dash, you've got 10 minutes to lap this track twice. Once for you and once for your friend."

"Yea, yea, start the timer old man." Rainbow called back, crouching down.

"Three, two, one, Mark!" he called, Rainbow shot off from the start line with enough force to bring several cadets with her. Chrome Mist stood in place, bracing himself against the wind with his own wings. Fluttershy stared with wide eyes, seeing one of his wings with a split in the middle.

He seemed unfazed though, watching as Rainbow soared around the track with a smirk. He couldn't help but chuckle as she rounded the last turn, flashing a grin at the cadets as she set off for lap two. The other cadets talked amongst themselves as they watched, muttering about how Rainbow was a show off.

"You cadets better be stretching over there, you're next." Chrome Mist said absentmindedly, glancing at his stopwatch as Rainbow came to a stop in front of him. She skid to a stop, panting slightly and wiping a bit of sweat from her forehead.

"How'd...I...do?" she asked.

"Well, lets check. The track takes an average cadet a time of 5 minutes and 23 seconds to lap." he murmured, picking up his clipboard from the bench.

"Yea?! and?!" Rainbow asked.

"Well, I'd say its a new academy record, wouldn't you?" he asked simply, handing her the clipboard. Under her lap times it read

Lap 1: 2min, 07sec.
Lap2: 2min, 00sec.

Rainbow sighed, handing back the clipboard.

"Something wrong cadet?"

"Yea, I can be faster than that. I must be off or somethin'." Rainbow mumbled.

"Well, how about you get some water and try again." Chrome Mist suggested, patting her shoulder as he passed by, ordering the other cadets to begin their lap.

"That was amazing Rainbow. But, are you really sure about this?" Fluttershy asked, holding out a bottle for her. Rainbow accepted it, popping off the lid and pouring the contents over her head.

"Relax Shy. You get an easy ride to your license, I get to show off. Its a win-win situation." Rainbow grinned, her friend blushing as she stared at the hair sticking to her face.

"I better get back to it, save me one of those bottles!" Rainbow called as she headed back to the track, joining the cadets on their lap. Chrome Mist however went over to the bench, sitting beside Fluttershy.

"Tell me what you know about Rainbow Dash."

"Cadet Rainbow Dash to the Col's office, Cadet Rainbow Dash to the Col's office." a voice called over the loudspeaker.

"Aw crud. Sorry Shy..." Rainbow apologized, blinking as Fluttershy kissed her cheek.

"Its okay Rainbow. Maybe they just want to give you an award or something." she reasoned, packing up their picnic.

"I'll make it up to you, I promise." Rainbow swore as she rushed to the office. She checked her reflection in the window quickly before knocking on the door.

"Enter!" a voice called. She took a slow breath as she stepped inside. Colonel StormFeather and Commander Chrome Mist stood in the office waiting for her.

"Take a seat cadet." Storm said softly.

"Am I in some kind of trouble sir?" she asked, hesitating for a moment.

"Not specifically."

"What did I do?"

"Well to begin, you step out of line, you talk back to your higher ups, you have trouble with authority..."

"With all due respect, sir, I only step out of line to defend my friends." Rainbow argued.

"There is no reason to defend anyone from a teacher Cadet." Storm retorted, leaning back in his chair.

"But there are other things I have heard. Your incredible track record, flight times, Pt scores, academics could use some work, but all in all you are the perfect candidate."

"Candidate? For what?"

"Promotion. Moving from the ranks of Cadet into the higher ups. Tell me cadet, how'd you like a squadron?" Storm asked.

"A-a Squad? You're offering me a squad? Whats the catch?" Rainbow asked. Storm chuckled.

"See commander? Test scores have nothing to do with smarts." Storm pointed out, turning his attention back to Rainbow.

"The catch is that you need to learn to listen to orders, and your squad will be made up of your seniors. You'll have to earn their respect if you expect any of them to take you seriously. And there won't be any response to submitted papers on disobeying soldiers. You'll be on your own."

"Tch, is that all? I'll have them flying circles around this school in a month." she blinked as he tossed her a uniform, a pair of Officers Ranks sitting on top.

"Alright then Lieutenant, do your parents proud."

"Check.me.out!" Rainbow beamed, standing in her quarters in her new uniform.

"I'm so happy for you Rainbow." Fluttershy giggled. Rainbow raised an eyebrow, crossing her arms.

"I mean, Lt Dash." Fluttershy saluted cutely, causing the Skyborn before her to blush and clear her throat.

"They say I've got a few days to get in the swing of things and then I've gotta get a squad to listen an respect me. But how hard can that be?" Rainbow asked.

"Well, not a lot of students care to listen to you...you have a habit of showing off and it makes them look bad." Fluttershy pointed out.

"I can't help being awesome! Its not my fault they can't keep up with me." Rainbow argued.

"Its not a race Rainbow. The cadets here are suppose to work together as one. Standing up and taking the lead is one thing, but abandoning others in the dust is something completely different." Fluttershy explained. Rainbow sighed, plopping down on her bed, Fluttershy resting her head on her shoulder.

"Thanks Shy." Rainbow mumbled, wrapping an arm around her.

"Squad! Form up!" Rainbow called out, gritting her teeth as her squad remained a jumbled mess.

"Day one...no progress..." Rainbow mumbled under her breath.

"Alright, look guys, you obviously don't like me. I get that. But I wanna show these guys that we can be the best, that WE are the best. I can't do that without you. So what do ya say?" Rainbow asked. A few looked between themselves and stood.

"Alright then, but no boasting or showboating." one enlisted demanded.

"You got it. Now, can we work as a team?" Rainbow asked. She bit her lip as they continued to murmur amongst themselves.

"We'll give you a week. You screw up once and we'll show the higher ups just how bad we can be." the same enlisted spoke up. Rainbow sighed to herself.

"Alright, deal. Now come on, lets get some drills goin'." Rainbow ordered. The enlisted raised an eyebrow, crossing his arms.

"Ugh, please?" she asked.

"Sure thing ma'am." he jokingly tossed back, the others following him as he did some running drills.

"This is messed up." Rainbow grumbled under her breath.

"You're tellin' me. That kid needs to pull his head out of his ass and show you some respect." Gilda said as she landed beside her.

"Heard you got promoted, thought I'd lend a helping hand. Look Dash, the guys beneath us? They just wanna get a rise outta ya. They NEED to look good or they get washed out. He won't let the group look stupid, it'll put him at risk." Gilda revealed.

"You've gotta show him who the boss is, think of it as a test, got it?" she asked.

"A test huh?" Rainbow mumbled, flaring out her wings and hovering as her squad came to a stop.

"Alright listen up! No more playing around guys! We need to show them we're the best. Form up in ranks, wingtip apart." she ordered. The squad merely stared at her, looking between her and the enlisted that stood in front of her.

"Forgetting something?" he asked, crossing his arms.

"Yea, I am." she growled, hovering in front of him.

"Laps, now. And if you don't finish before the rest of us you can spend the rest of the night out here, got it?!" she yelled, causing him to flinch.

"Hey! who says I gotta do a damn thing you want?! You're just some rookie who got lucky!" he said as he shoved her.

"Heh, you really shouldn't have done that." Rainbow sighed, unpinning her ranks and dropping them as she took her basic stance.

"You think you're so big an bad? Think I'm so useless? Why don't ya prove it?"

"I don't hit girls."

"Really? You had no problem pushing me just now, I've got plenty of witnesses to that." Rainbow said, pointing to the squad.

"Pfft, they follow me Liuetennent They didn't see anything."

"But I saw plenty." Gilda called out, her ranks shining in the sunlight.

"And I believe they will take the word of one of their best commanders over a bunch of washout punks." she grinned.

"Come on Comet, show her what you're made of, that is unless you're just a chicken." Gilda taunted. Rainbows blood felt cold as ice as his name reached her ears. She grit her teeth and clenched her fists so hard her hands started to bleed.

"Come on! You win and you can have my rank and position. But if I win you shut your damn mouth and get your sorry ass in line, got it?!" she demanded so harshly that even Gilda flinched. Comet sighed, removing his PT shirt and raising his arms. It was obvious he had been trained for Basic Combat, but not much else.

He rushed forward, throwing a few jabs that Rainbow palmed away, getting a feel for his pattern of attack before sliding backwards out of a quick hook, her palm resting on his elbow as she stepped in, grabbing his wrist and hooking her foot around the back of his leg, roaring as she tossed him, the poor soldier to be landing on his arm with a sickening snap. Rainbows' eyes widened as the sound reached her.

"MEDIC!"

Rainbow sat with her head in her hands, Gilda resting a hand on her shoulder.

"Hey, he had it comin Dash." she tried in vain to comfort her.

"But not from me. Everyone is always tellin me not to lose my cool and I screwed up."

"That you did Miss Dash." Stormfeather said. Rainbow and Gilda quickly stood at attention, relaxing as he waved his hand.

"I'm disappointed. Daughter of one of our brightest and best and unable to control a single squad."

"With all due respect sir, Cadet First Sergeant Comet refused to listen to orders and openly threatened to make the squad look like a bunch of fools to get Lt Dash washed out sir." Gilda defended.

"That as may be, it is not cause to break his arm and fracture his ribs."

"But he started it! He came at me!" Rainbow argued.

"There is always a better way out of situations like this Miss Dash. Hopefully you'll figure that out on Cloud Duty."

"Cloud Duty?! Thats so unfair! Only proven Skyborn can handle Cloud duty!" Rainbow fussed.

"Well then, prove yourself." Storm said simply as he walked away. Rainbow smashed her fist into the wall, causing it to crack before marching down the hall. Gilda glanced at the crack for a moment, deciding to chase after the angered Lt.

"Don't sweat it Dash. At least he didn't try to demote you or anything. I think he believes you, but protocol an all that bullshit." Gilda said.

"Its not fair. I worked so hard to get here...and its all falling apart." Rainbow sighed.

"Hey, like I said, don't sweat it. And Cloud Duty isn't so tough. As long as you can't control weather you just sit around and watch the pro's. You got it off easy." Gilda chuckled.

"I gotta get goin, but when you get a chance, hit me up in the bunks."

"Uh...sure..."Rainbow waved as Gilda left, sighing and staring at the Janitorial office. Normally janitors were laughed at for being the cleaning crew.

But not when it came to cloud duty. Only the toughest of the tough and best of the best could handle Cloud Duty, literally. If you couldn't shift weather than you were a dead man here.

"Here goes nothing..." Rainbow gulped, gasping as the door slammed open. A grizzly figure stood before her, everything about him massive; From his muscles to his facial hair. His right arm was scorched in several places and his sleeveless shirt was burned in patches. Most likely from rogue lightning bolts.

"You the new kid?" he asked, his voice sounding like the very boom of thunder itself.

"Y-Yes Sir." she stammered, gasping as he put a hand on her shoulder.

"Don't get yourself killed." was all he said before whistling, his squad forming up behind him, wings at the ready.

Oh gods, I'm gonna die here

Once outside they began on warm up drills. Regular stretches and PT prep. Things Rainbow was use to. Then the real work started. The Cloud Commander brought out a small thunder cloud, smashing his fist into the side to anger it. In moments it began to suck up moisture from the air, growing and growing until it filled the area.

"We've got three minutes to clear this cloud before it grows to the point that it destroys the academy! GET TO WORK!" he called over the building storm. Rainbow gulped, rushing at the cloud, completely unsure of what to do. It wasn't until a bolt flew past her that she realized she was alone.

"COME ON GUYS! Didn't you hear him?!" she yelled.

"Yea, we heard him. But he wasn't talkin' to us kid." a senior answered. Rainbow grit her teeth, turning back to the storm.

"Son of a..." she swore under her breath, buzzing her wings and rolling around another bolt. They wanted her to do it alone, Fine. She'd show them why no one messed with Rainbow Dash.

She wasn't going to lose to some storm. Gritting her teeth against the wind she began to fly around the cloud, pulling into a loop around it, going faster and faster until the cloud broke under the pressure.

A quick tilt of her wings and she flew around the smaller chunk until it broke into tiny pieces and faded away. It was a good strategy, one the commander would've suggested. But the storm was building too fast for a single Skyborn to handle. Rainbow bit her lip, realizing she was falling behind and in a last ditch effort took to the sky.

"Where the heck is she going?" a cadet asked, the others shrugged as they watched. Without slowing down Rainbow pulled out of her climb and dropped like a rock towards the storm, screaming against the wind as she smashed through the storm cloud. She'd never flown so fast in her life.

Which was probably why she couldn't stop. No matter how much she tried she couldn't slow down. She rolled and weaved through the air, trying to kill off her speed and in her frustration pulled back over the academy, finally able to pull to a stop over where the storm had been. She gasped as she was tackled by several cheering cadets, leaving her completely confused.

"Uh...Did I win?" Rainbow asked.

"Win? Kid, do you even know what you just did?" the commander asked with a laugh.

"Smashed apart a storm cloud?"

"Ha! Kid, thats the impossible test. No Skyborn can smash a stormcloud by themselves. Why do ya think a team consists of three? You obliterated that thing! With a Rainboom no less. Kid, I'm promotin you to Senior Cloud Specialist."

"A Rainboom?" Twilight asked. Rainbow smirked.

"Yea, its kind of a big deal with us Skyborn. Legend has it only the best can do it and until I pulled it off thats all it was. Just a legend. And then BAM! I go flyin so fast I smash through the sound barrier and light up the sky in an epic Rainbow." Rainbow boasted.

"But thats impossible. Nothing could survive those speeds unprotected. The skeletal structure would shatter under the pressure and muscle mass would turn to jelly." Twilight reasoned.

"Well I'm not any normal person Twi'." Rainbow reminded her. The Magian thought it over for a moment.

"Your mothers magic protected you..." she realized. Rainbow sighed and gave a nod.

"As much as I hate to admit it, yea. There was some part of her that really did love me and I guess she decided to leave that with me." she said softly.

"So...you got promoted. Thats good." Twilight said, trying to change the subject.

"Yea...not really. I was busy almost all day long. No one had ever passed that test. They'd only done it by calling for help or working together. I thought they were screwing with me so I did it alone. After that they realized that I was one of the few Skyborn who could control weather..." Rainbow lowered her head.

"They took away my squad and put me on weather duty. I never had time for anything but work. It was always something happening. A tornado here, a thunderstorm there, too much rain, too little rain. The worst part was, I was good at it."

She wiped the sweat from her brow and nodded to her team.

"Alright, good work guys! Hit the showers and get some rest. I'll clean up here!" Rainbow shouted to them. Her team whooped and cheered as they left. She smiled a little to herself. Just because she had to be stuck here didn't mean they had to be.

She sighed, lowering her goggles and heading back to work, clearing away the remaining clouds before calling it a day. The worn out Skyborn dragged her feet back to her dorm, pushing the door open and freezing in place. There, sitting on her bed in tears, was Fluttershy. She wore a clingy bright yellow dress, her beautiful makeup smudged from her tears.

"S-Shy..." Rainbow stammered.

"R-Rainbow! Oh, I must look terrible..." Fluttershy gasped, trying to wipe away her tears. Rainbow sat in front of her, grabbing her hands.

"Shy, I am so sorry...I got stuck clearing up the sky for the dance..." Rainbow sighed, hanging her head.

"I-its okay Rainbow. I didn't really want to go anyway..." Fluttershy said softly.

"Come on Shy, you spent ages talking about this. I could've been there if I had tried harder."

"You already try too hard Rainbow. I'm worried you're going to hurt yourself. I'm not upset about the dance, really. Its just...I never see you anymore." Fluttershy admitted. Rainbow didn't know what to say. Here she was, 'living her dream', and all of it was falling apart.

"I'll make it up to you, I promise." Rainbow swore, her heart dropping as her friend shook her head.

"You always say that...and then you never show up. I'm sorry Rainbow." Fluttershy let go of her hands and without looking back, left. Rainbow simply sat there, staring at the bed where Fluttershy had been sitting with her heart caught in her throat. Had Fluttershy just dumped her? Her only real friend in the world, had left.

Because of her. Because she could never keep her word, because that stupid weather team would fall apart without her. Sadness turned into anger as she stood, flinging her belongings around the room, her eyes settling on a picture of her first day at the academy. A picture of her and Fluttershy sharing one of their first kisses. She tossed it at the wall before collapsing onto her bed.

"Resigning? But why? You're the best we've ever had!" Stormfeather said as he stared at the forms and hoping to find a flaw in the paperwork. He refused to give up on this girl.

"I don't have a reason to be here anymore sir. All I ask is for a recommendation so I can get a job somewhere." Rainbow said softly. He considered her for a moment.

Brave, bold, strong-headed Rainbow Dash was here in his office an obvious mess of herself. What had torn her down? Had he been to hard on her? No. She was made of tougher stuff than this, the Wonderbolts themselves had attested to that. So why was she quitting on him?

"What reason did you have to be here before then may I ask?"

"With all due respect, thats a personal matter sir. I just wanna go my own way." she continued, her head down as she choked back a sob.

"Rainbow, your parents had nothing but praise for you. Sure, you could say the same about any parent, but its different with a Wonderbolt. When your mother first started here she had no praise to carry her along even though she had connections with the Wonderbolts. They had nothing good to say about her at all. And look at her now, Head Captain of Alpha Team. You could do great things Rainbow!"

"I DON'T WANT TO! I NEVER ASKED FOR ANY OF THIS!" Rainbow screamed, her eyes glowing for the moment she lost control. She shook slightly and clenched her fists.

"Please Sir...j-just...I can't do this anymore...not alone." she cried, finally breaking down. It was a sad sight to behold. This strong young woman who had come to him and dragged herself to the top, now a broken mess. He stood from his chair, pulling her into a gentle hug.

"I won't approve your resignation. Instead you can take a leave of absence to clear your head and when you're ready to come back, your squad will be waiting for you." he whispered, letting her cling to him as she cried to her hearts content. After being dismissed she went straight to her dorm to pack, leaving him to make an unnerving phone call.

"Get me Spitfire."

"I quit. When Fluttershy left...I had nothing to keep me going. My dads cloudhouse was here in Eravil, and with the Everfree being so close the Weather team needed a hero. So they stuck me here. Queen of the clouds. And I've been here ever since. It was about a year later that Fluttershy graduated and we bumped into each other here. We'd both sorta moved on by that point and for a while all she would do was apologize like it was her fault." Rainbow chuckled to herself.

"But it was my fault. I coulda been there for her. I coulda stayed and helped her like I promised, but I ran away instead."

"But you can go back. You can be the Wonderbolt you wanted to be Rainbow." Twilight reasoned.

"I'm not worth it yet Twi. A Wonderbolt is a person who protects and serves and is always there when they are needed. I'm none of that." Rainbow argued.

"Rainbow, I just saw you take down a storm mason for this town. Is that someone who isn't there to protect and serve? Is that someone who isn't around when they are needed?" Twilight asked, grabbing her hands.

"I was just doing what I had to."

"Sometimes thats all it takes." Fluttershy said softly from the doorway. Rainbow spun, seeing her standing there with Rarity.

"H-How long have you guys..."

"Quite a while darling. We didn't want to interrupt the moment." Rarity answered.

"Rainbow. I know I can't change what happened, but...I'm sorry I abandoned you. I just couldn't do it anymore."

"Shy...how many times do i gotta say it? It wasn't your fault. You did the right thing by leaving. I needed to get out of the academy, get some fresh air. If anything I abandoned you."

"Thats not true. I...watched you Rainbow. Whenever you didn't show up, I went looking for you and I always found you working. You were always working so hard to keep everything together, ever since we were little you've been like that. But you were always trying to make time for me. I felt like I was dragging you down and at the same time...I was so alone. So I made a choice...and now its too late to change it."

"I don't see why, surely you two could...'hook up'?" Rarity suggested. The two Skyborn looked at one another and shook their heads.

"Theres scars there that won't ever heal Rarity. It wouldn't be the same." Rainbow sighed. Fluttershy nodded in agreement.

"Well, it was worth a shot." Rarity mumbled.

"I have a question though..." Fluttershy said softly.

"uh...sure, ask away."

"Why do you always throw yourself into danger?"

"pfft, what? I don't throw myself into danger!"

"Yes you do! When that thing attacked, I could've helped! We all could have! But you fought all alone like you always do!" Fluttershy yelled. Rainbow hung her head, barely realizing she still held Twilights hand.

"Because I dunno what I'd do if I lost you again."

"GWAAAAAAAAAAAAAH!"

"Yes, yes, calm down. I'm trying to watch this!" he sighed, tossing a bone to the beast that hid in the shadows.

"Such a touching tale of love lost. And what a battle! Now, who shall we put to the test next? The baker? the farmer? or the bookworm?" he mused, snapping his fingers and glancing at the cages behind him.

"So many to choose from, but which will be the most entertaining? Choices, choices." he tsk'd and turned back to the crystal ball that floated before him.

"I suppose any will do nicely." he sighed, grabbing a glass of chocolate milk.

"After all, the games have only just begun."

Episode Four: A Spike of Chaos

"Its getting late, your girls are welcome to stay here tonight." Twilight said as she stood, blankets and pillows flying in her magic to form several pallets.

"It could be like a sleepover!" she cheered, brightening the mood slightly.

"Well, as wonderful as that sounds, I fear we must decline Twilight. Fluttershy has her animals to worry about in the morning and quite a few at night. I on the other hand have a rather large order I have to fill by tomorrow evening. Perhaps another time?" Rarity asked.

"Oh...Okay then. Have a safe trip home." Twilight smiled as they left. Rainbow stood, tucking her hands into her pockets.

"I uh...don't have anything to do. I could hang around if you want. But no makeovers!" Rainbow said. In the kitchen Spike chuckled to himself as he pulled out a bag of marshmallows. Carefully roasting a few and setting them in a bowl with a note before sneaking outside.

"This is going to be great. My first sleepover. Spike! Spiiike?!" She called out as she headed into the kitchen.

"Where did he run off to?" she mumbled, spotting the note.

Made you guys a snack for your sleepover. I'm not big on girly stuff so I'll be out of your hair for the night. Have fun Twi'

She smiled slightly as she took the bowl back to the living room.

"Are those fire roasted marshmallows?" Rainbow asked.

"Yup, Spike made em. I guess we kinda scared him off." she shrugged as she sat down. Rainbow expertly popping a marshmallow in the air and catching it between her teeth.

"Man, good thing Pinkie Pie isn't here. She'd gobble the whole thing down before anyone had a chance to see it." Rainbow laughed.

"I doubt she's inconsiderate like that."

"Nah, its nothing like that. Girl just loves her sweets." Rainbow explained nomming another marshmallow. Twilight smiled, happy to see the tears gone from her friends face and the beginnings of a smile growing. It had been a hard day for the Skyborn. Hopefully the night would be better.

"So, know any good ghost stories?" Rainbow asked.

Spike dug his clawed feet into the branch he stood upon, looking out into the town as the night dragged on. Out of the corner of his eye he spotted a figure in the air and resisted the urge to wave. If he had seen her then she knew he was there. If she had meant to speak with him then she would come to him. That was what he had been told and he would respect those words. With a sigh her turned his attention back to the town.

"This little place, Eravil. Was the last stronghold against the Chaoticians. Whats hidden away here that won that battle so long ago?" Spike thought aloud. It was something he had wondered for a long time, though he suspected the weapon that proved victorious on that day was the Elements of Harmony, it seemed like there was something more to it.

According to Celestia there had been others, many others, Chaotician and Celestian alike. The godlike beings had fought over the realm for centuries and were thought to be all but extinct. But Celestia had ordered him to keep his eyes open, to watch the Chaos. Did that mean there were still Chaoticians out there? Just how powerful were they? And, when the time came to face them, would he be strong enough to protect Twilight?

"Hm, that one there is peculiar. A Draconic Beastkin. I was sure none of their kind would ever set foot anywhere near Celemaont, let alone little Eravil. Hiding things from me Celly?" he chuckled.

"Well, you've got your little dragon and I've got my pets. Who will win in the end?" he asked, snapping his fingers.

"Go play with the little fire-breather and make it enjoyable."

THUD...THUD...THUD

"What the heck is that?" Spike mumbled, his eyes glowing dimly in the moonlight. In the distance, coming from the Everfree he spotted something...big, marching straight towards town.

"That can't be good." he mumbled, swinging off the branch he clung to and down the tree. Whatever this thing was, he'd have to take care of it himself. Twilight was comforting Rainbow and he planned to let them enjoy their night. It wasn't the first time he'd played the secret hero and he doubted it would be the last.

But this was why he was around. Why Celestia entrusted him to Twilight. He took a slow breath to relax as he rushed toward the creature stomping towards town. If he was quick about it he could probably keep it from even reaching town.

At least thats what he thought until he realized it was a Golem. A creature crafted from Dark Magiks, powerful words, and clay. It was also immune to anything magic and drained the magic out of anything it touched. Spike, being a Beastkin of Dragons, was immune to most magics. One of the exceptions to that being Golems.

Now he was really on his own, there was no way he could drag Twilight into this. As a Magian this thing would devour her! He had to find the words of power that were used on it. But that meant reaching into its mouth, if he was lucky. He kicked off the ground, slamming his palms into its shoulders and flipping over its back, drawing it away from the town and into the forest.

"Thats it, follow the tasty dragon!" he called out after it, ducking under branches and jumping over bushes as fast as his legs could carry him. He chanced a glance over his shoulder, spotting the words of power etched into its forehead. He needed to erase the E, if memory served correctly.

"How the heck am I gonna do that?" he mumbled to himself, pivoting and sliding under the Golem.

"I'M GONNA REGRET THIS!" he called out, roaring as he fully shifted, leaping atop the Golem and throwing his arm around his neck, jamming his thumb into its forehead as it twisted and spun, trying to throw him off.

Spike jammed his teeth into the Golems neck, growling as he slashed his claw through the letters in its forehead, his scales sizzling against the Golems skin. He fought through the pain, feeling one of his teeth chip as he held on for dear life, finishing his etching into the Golems head and leaping as far away as he could.

He panted heavily as he lay on the ground, smoke rising from his body. The Golem groaned as it slowly marched away. Spike chuckled to himself as he reverted to normal, magical burns coating his body.

"Gonna feel that in the morning." he mumbled, crawling to his feet slowly. He kept an eye on the golem as it marched, snapping his claws along with a muttered word before turning away and trudging towards home, gasping as a figure swooped down in front of him.

"Hello Dragonkin." she said softly. Spike blinked, lowering his head and crying out in pain.

"There is no need to prostrate yourself before us, not after the deeds which you have performed." she urged, surrounding him in a blanket of magic.

"T'was quite brave and yet foolish to clamber atop a Golem, one of your sworn enemies." she tsk'd as her magic began to soothe his burns.

"It was heading straight for Eravil. I did what I had to Princess Luna." Spike offered as an excuse.

"I am not reprimanding you Spike. Sometimes the best option is not always the brightest." she said with a small smile.

"It is my understanding...that you have Guarded my Savior for quite some time, and that she is unaware of your protection. Why is this?" she asked as she continued to heal him.

"It was Princess Celestia's idea. As a dragon-kin...I don't quite belong. I sort of stand out in a crowd as well and I'm more of a second-class citizen than anything else."

"We do not remember it that way. The dragon-kin were our brethren."

"To you they were...But the way I hear it, after Nightmare Moons Banishment...things fell apart. The Dragons were still loyal to you and still are Princess." Spike pointed out, stretching a bit as the blanket of magic vanished from around him.

"We see...so that is why she allowed us to fly freely this night. There is much more at work here than we know my dear dragon-kin." Luna murmured as she began to pace, her regal robes flowing elegantly behind her. Spike lowered his eyes, keeping his head down. The younger princess couldn't help but feel a bit amused by his actions.

"One so young, yet so prim and proper. Our sister must've spent quite some time training you Guardian." she mused, earning a blush from him.

"Keep your eyes open Guardian. And for now, continue to keep watch over our sisters ward. I feel old enemies will soon arise." she placed a gentle kiss upon his forehead, her massive wings spreading out and giving one powerful flap to throw her high into the air. Spike watched with a small smile as she vanished into the starlit night.

"I got a kiss from Princess Luna..." he mumbled drunkenly.

The young dragon-kin snuck into the library with as much stealth as he could muster, finding Twilight and Rainbow curled up in a blanket together and passed out amongst a pile of pillows. He chuckled to himself and made his way upstairs, flopping down into his bed, still aching a bit from his short battle.

Magic could only do so much to sooth the burns left behind by a Golem. As his thoughts drifted to the creature he snapped his fingers, a small window opening, showing the Golem walking along its path with the tracer he had left on it.

"Just who made you?" he asked softly.

"That would be me." a voice said, the image before him wavering slightly and revealing a figure hidden in the shadows, his piercing yellow eyes staring into the dragon-kins emerald slits.

"You are quite an interesting Specimen Sir Spike Swiftshrike of Celestia's Secret Guard. But this little game of ours will have to come to an end for tonight, but you won fair and square, so heres a little consolation prize." the figure chuckled, snapping its fingers.

Spike screamed as his scrying glass exploded, a second explosion sounding in the distance, most likely the Golem being commanded to detonate before it could return to its owner.

Twilight and Rainbow were upstairs in an instant, finding Spike laying on his back, his skin burnt black and a few of his scales spread across the remains of Twilights room as he had attempted to shift to protect himself. He rolled onto his hands and knees, coughing and forcing the shift to complete.

"G-Get out..." he gasped, digging his claws into the wooden floor.

"S-Spike..." Twilight cried out, gasping as he let out a bestial roar, causing her to flinch away.

"GET OUT! NOW!" he roared. Rainbow didn't need to be told twice. Throwing her arms around Twilight she leapt for the window, tucking her wings around the two as she spun, flinging them out of the library and into the night sky. Spike growled low in his throat, crouched on all fours as the figure appeared before him.

"I'm impressed boy. You've had a good teacher and you've learned well. But how much can a Celestian teach a dragon?" the figure asked. Spike had no answer, settling for a growl.

"You fought off my Golem, survived a Class 3 Explosion, and still have the gall to stand up to me. I like you boy, but you've got that spark in your eyes. That spark that says you'll die before listening to a thing I have to say. Its a shame really." the figure sighed, raising his hand. Spike's tail raised high in the air as he growled louder.

"Sleep well, sweet knight, t'was a shame we could not be friends."

"NOT TODAY!" Twilight screamed, smashing enough magical energy into the figure to send it flying through the opposite wall. She rushed to Spike's side, throwing her arms around him.

"Oh gods Spike..." she cried.

"Twi' we got trouble. That thing is coming back for round 2!" Rainbow called out, her armor appearing, the bolts flying to her hands as she stood between them. The figure glanced at her from the shadows, chuckling softly as it vanished.

"What the heck was that?!" Rainbow yelled, turning towards Twilight who held a wounded boy in her arms.

"We've got to get him to a hospital..."

"Hey, chill Twilight. The little guy is tough, he'll pull through." Rainbow said, holding the Magian close, even when their friends burst into the hospital.

"What happened?!" they asked together.

"Whoa! Chill out!" Rainbow said, one arm hooked around Twilight.

"Spike's bein' looked at and he's gonna be fine. Some whacko jumped us at Twi's place and the lil' guy got hurt protectin' us." Rainbow explained quickly.

"He protected ya'll? What 'bout yer fancy magic an bolts?" Applejack asked.

"I didn't really have time to think about any of that AJ, when a giant fire breathing lizard tells you to get the fuck out, you get the fuck out." the room fell silent after that, the friends gathered together and waiting to hear about Spike.

"I do hope I am not too late." Princess Celestia spoke up as she entered the waiting room.

"P-Princess! wh-what are you doing here?" Twilight choked out

"Word travels fast about massive magical disturbances." she said simply. She waved her guards away, waiting until they took up post at the doorways before marching into the operating room.

"I-is he really going to be ok?" Fluttershy stammered.

The sight of her adopted son, strapped to a table, bruised, bloody, and burned, brought tears to her eyes. She had trained him to fight, to protect, to die if he had to. But she had never expected this.

"Spike? Can you hear me?" she called out softly.

"Princess?" he gasped, trying to sit up, the nurses gently pushing him back down.

"You shouldn't be moving!" Nurse Redheart sighed.

"Yes, its me. You've been badly hurt Spike and you need to keep still. I know I have no right to ask this...but what..."

"The Chaotician." he said softly, tears stinging his eyes. Celestia lowered her head, her worst fears made true.

"I couldn't...I couldn't do it. H-he was so powerful...all I could do was just sit there!" he roared in frustration, flames licking the ceiling in his fury.

"Thats enough Spike!" Celestia yelled, the boy calming down almost instantly.

"You fought bravely and did all that you could. Not even I could've stood against that monster." she admitted.

"T-Twilight, h-hit him." Spike gasped out.

"He's fading." Nurse Redheart rushed about the room, pulling a breathing machine towards the dragon, pausing as Celestia held up her hand to stop them.

"Give him a moment Nurse." she said softly. The room fell silent as the heart-monitor went dead.

"Princess! we're going to lose him!" the Nurse panicked.

"Have you ever tended to a dragon before nurse?" Celestia asked quietly.

"N-Never."

"Then watch." she said, taking a seat. Slowly but surely the Heart-monitor began to kick back to life, a steady beep filling the room. The sound of bones crunching and twisting back into place made more than a few people in the room queasy, however it was the screaming that really caused the nurse to jump out of her skin. Spike lay on the table, steam rising from his skin as he panted heavily, the nurse strapping a breathing mask to his face to help regulate his breathing.

"What was that?" Nurse Redheart demanded.

"Its a healing process. Its secrets are a forbidden subject of discussion. The important part is, if you give him time to rest, he will be just fine." Celestia stood, placing a small kiss on Spikes' forehead, leaving with a whispered goodbye. Twilight stared at her with hopeful eyes as she left the operating room.

"He's going to make a full recovery Twilight. While he rests...we have things to discuss."

"Princess, do you know what that thing was that attacked Spike?" Twilight asked.

"It is my understanding that you were its target." Celestia sighed.

"It went straight after Spike, he told us to run and tried to fight alone a-and I flipped." Twilight cried.

"Twi' that was the craziest thing I've ever seen anyone do! And I saw you get thrown into the air by Pinkie!" Rainbow argued

"From what Spike was able to tell me, I heard you managed to hit his attacker with a spell...Is that true Twilight?" Celestia asked softly. Twilight blinked away her tears and nodded.

"Perhaps there is a chance then..." Celestia murmured to herself.

"A chance for what your highness?" Rarity asked.

"As you all know...long ago there was a war between the Celestians and a race known as the Chatocians, rulers of chaos and disharmony."

"A-are ya'll sayin' one o' them attacked Spike? But why?!" Applejack asked.

"No one can understand what goes on in the mind of a God of Chaos. He saw something in Spike and wanted it out of his way. Which can only mean he is watching you." the princess sighed.

"Its because of the Elements." Fluttershy said suddenly, clutching the end of her dress.

"Yes, The Elements are the greatest weapon against the Chaoticians. It would only make sense they would be a target." Celestia agreed.

"THEN WHY SPIKE!?" Twilight cried out.

"H-He didn't deserve this...i-its my fault..." Twilight blamed herself, hanging her head.

"Maybe thats what that jerk wants you to think." Rainbow pointed out. Twilight sniffed as she raised her head.

"It'd be too easy for some nutjob to target us, but if he hurts what we care about, and makes us feel like its our fault? We start to fall apart and then the Elements probably won't even work!" Rainbow reasoned.

"Thats...brilliant Rainbow Dash. I never realized you possessed such skills of deduction." Rarity blinked.

"Dashie's smarter than she looks!" Pinkie pointed out.

"Thanks Pinks...I think." Rainbow mumbled.

"But what do we do now? We got some kinda god o' chaos watchin over us an hurtin what we care 'bout. How are we gonna protect ourselves?" Applejack asked. Rainbow chuckled, her armor latching onto her as she crossed her arms.

"He took off running when he saw this. I dare that creep to come after any of us! Ya hear me?! I dare ya!" Rainbow shouted at the ceiling.

"Thats all well and good. But none of us are able to call to our Element the way you can Rainbow. What if we are left without you?" Rarity asked.

"Uh...crud, I can't be in five places at once..." Rainbow sighed, her armor vanishing.

"Well, why don't we just figure it out?" Pinkie suggested.

"How are we going to do that?" Fluttershy asked, jumping as the door behind them opened. Spike slowly made his way into the room. A sword was latched to his waist along with the white coat and armor he wore.

"I'm going to teach you, and we're going to take that bastard down."

Episode Five: The Burden of Honesty

Spike gasped as Twilight tackled him to the ground, crying into his chest as she clung to him.

"Oh Spike, I was so worried! Wait, did you say you were going to teach us?" she blinked, wiping away her tears.

"Yea...I did. And I'm pretty much a Dragon, Twilight. Not much leaves a mark on me." he chuckled.

"Spike, no offense buddy, but what do you know about this harmony stuff?" Rainbow asked. Spike sighed, waiting until Twilight allowed him to continue. Now on his feet he looked around the room.

"Since the day I was born, I was nothing but a second class citizen. Just a thing in the streets. No one would care about me, no one would give me a home. And then the Princess found me, just dying on some corner and gave me a chance." Spike smiled at the Princess.

"Spike, you don't have to do this."

"But I do Princess. I saw first-hand what we are dealing with and so did you. Its time to tell the truth." Spike reasoned.

"Wh-what truth?" Twilight asked. Spike sighed, resting a hand on his sword and flicking back his coat, revealing Celestia's coat of arms patched over his heart.

"I am Sir Spike Swiftshrike of Celestia's Elite Guard, entrusted with the safety of the Magian Twilight Sparkle." Spike intoned, smoke drifting from his nostrils. Each of them had a somewhat different reaction. Rarity swooned and fainted, Rainbow just stared while Pinkie continued to blink repeatedly. Fluttershy squeaked while Applejack just chuckled. Twilight stammered and leapt to her feet.

"Entrusted with my safety?! B-But I've been watching after you since I was..."

"Fourteen years old, fresh under the care of Princess Celestia. Twilight, I'm a dragon. I age differently than you do. I look like a kid, but i'm old enough to be your big brother." Spike told her, leaving her to stammer and pace.

"I can't believe I never realized that." Twilight mumbled. "Why did you hide this from me?"

"Because taking care of me made you better at magic. You learned how to be kind to a stranger and to take them in and love them the same way you do with mana." Spike explained. Twilight wanted to be angry, wanted to argue, but the reasoning was solid, if not painful. She sank to her knees, holding out her arms.

"C-can I just have a hug a-and pretend your my little assistant for a few moments?" she whispered. Spike threw his arms around her, hugging her tightly.

"I am your little assistant Twilight and I'm always gonna be. Thats never gonna change, not if I can help it. But I'm also the little guy thats suppose to keep you safe until the day I'm not needed."

"B-But I need you..." Twilight mumbled.

"Then I'm not going anywhere." he promised.

"Ah uh...don't mean t' break up th' moment. But can someone please explain whats going on?" Applejack asked.

"I have trained Spike since he was but a boy in the streets to be one of the best Celamont has to offer. There are only four among my Elite Guard, Spike being among them. And he was the only one I could trust to watch over Twilight." she glanced over at her student.

"She truly is the most gifted Magian I have ever seen...and I fear dearly for her life." Celestia sighed.

"Okaaaay, now I'm confused...." Pinkie grumbled.

"Yes, I must agree with Pinkie." Rarity tossed in.

"Twilight Sparkle, my protege, is the descendent of the Great Starswirl the Wise, and her magical talent far surpasses his and if left unchecked, could cause immeasurable damage to herself and all of those around her. Her lessons and Spikes unwavering eye were a requirement in keeping her safe." Celestia paused for a moment, folding her hands in her lap.

"Her magical trail can be easily picked up by even the weakest caster because of its intensity, making her a viable target for many of my enemies."

"I-I'm a target? Why?! I didn't do anything! I didn't ask for this!" Twilight shouted, her eyes wide as Rainbows hands rested on her shoulders from behind.

"We all get the short end of the stick sometimes Twi. Sometimes you just gotta roll with what ya got, and what you've got, is seven of the greatest friends a girl could ask for." she said with a smile, directing her attention to everyone in the room. Twilight smiled, taking a shuddering breath and nodding.

"We can do this...together."

A good nights rest, with one Dragon-kin and several covert guards stalking the town of Eravil later, the girls and their teacher stood in a field at Sweet Apple Acres, ready for lesson one.

"The Elements of Harmony are bound to the qualities they signify. Rainbow Dash unlocked the power to call her Element at will by remaining Loyal to her friends and to this town, no matter the consequence to herself." Spike said as he started pacing in front of them, his cloak flowing within the gentle breeze.

"By proving to your Element that you are deserving of it, you will be granted its powers to defend yourself."

"well how the heck are we s'pose t' prove t' these things we're worthy of em? Ah'm as Honest as a gal can be an ah ain't gussied up like Rainbow." Applejack pointed out.

"The Elements aren't just trinkets Applejack. Souls of the greatest heroes of the realm reside within them. Heroes who have given their power to the greatest heros throughout time, including Princess Celestia and Princess Luna. The spirits within these need proof that you can handle the power they offer you." he explained.

"Rainbow, could you demonstrate please?" Spike asked. The weather flier shrugged, her armor glowing as it came to life around her.

"When you call to it, what do you feel?" he asked.

"I feel...like I could do anything...would do anything, no...Will do anything, to keep my friends safe. I feel like I'd sooner die then abandon them." Rainbow said proudly.

"Those are the true feelings in your heart, and are reflected by the Element you wear and thats why your armor comes to you so easily. Why its powers bind themselves to you." he smiled as he turned to the others.

"All you need is those feelings you originally had when you fought Nightmare Moon. That strength and determination is the key."

"I don't feel like its quite that simple Spikey. It was all a spur of the moment thing darling. Our friend was in trouble and everything happened so fast."

"Then maybe we need to recreate that." Spike said, drawing his sword, rushing towards Twilight, Rainbow meeting him halfway and raising her arm to catch the blade.

"What the heck Spike?! I thought you were our friend!" she yelled.

"And thats why I have to do this." Spike said softly, rolling around Rainbow and shoving Twilight into Rarity, leaping over a punch from Applejack, his sword finding its way into its sheath as he bounced around Pinkie Pie's wildly flying arms.

"Whoo, that kids' squirrelier then that bunny o' yers Shy." Applejack mumbled.

"Um...he's a year older than me." Fluttershy mumbled back. Spike flung off his cloak, his arms and legs shifting.

"One doesn't become Captain of the Elite Guard overnight girls." He said simply.

"You're the Captain?!" Twilight gasped.

"Yes, I am. And I was nowhere near a match for the Chaotician. If you can't beat me, he'll devour you." he roared as he leapt for Applejack, smashing his leg into her rune-covered arm, flipping over her, his hands firmly grasping her shoulders as he landed, hauling the farmer over himself.

Applejack was tough, she had fought off bandits and Timberwolves and would be suitors who were only looking to pry off her jeans. She refused to be tossed around by anyone. With a roar of her own Applejack spun with the throw, landing firmly on the ground and hooking her arms under Spike, bending backwards and smashing him firmly into the soil.

"Spike! Are you okay!?" Twilight gasped as she rushed over to him, gasping as he spun in place, Rainbow barely snatching the Magian away in time.

"Hey, he said he was Captain of the Princess' toughest guys Twi'. I doubt even Aj could clean that clock that easily." Rainbow said, keeping herself between Twilight and the Dragonkin turned enemy. Applejack panted slightly.

"C'mon then! Show me what they teach at those fancy fightin' schools in Celamont!" she taunted. Spike dusted himself off, removing his sheath and belt, stabbing the sheathed blade into the ground.

"You should have Pinkie tag along." he threw back.

"Spike! Rude!" Twilight scolded. Applejack removed her hat, placing it on a nearby tree limb.

"Hold on tight t' that fer me..." she whispered to the tree as she turned back to Spike, the runes etched across her skin glowing brightly as the Gaian rushed forward. Spike had spent many years in training, learning Spells, hand-to-hand combat, Swordplay, and much more.

One of his most important lessons was the weaknesses and strengths of Magians, Gaians, and Skyborn. Most Gaians relied on the strength of their fists, leaving the legs as an easy target. Applejack was not most Gaians, she was Jacqueline Sunnydale Apple, and her strength was her legs.

Spike dove for her legs, getting a full on Shin to the face, sending him skidding across the ground on his back. Gritting his teeth as he dug his tail into the ground, flinging himself upright and kicking off the ground towards Applejack.

"WHEE!" Pinkie giggled as she tackled him, gasping as he rolled with the tackle and grabbed her arm, spinning in place and chucking her at Applejack. With what seemed like practice precision, the Apple farmer stepped to the side, catching the Pink clad Gaian by the collar of her shirt.

"Spike, ah've lived in Eravil a long time, an one thing a girl learns how t' do in this place, is Dodge Pinkie's hugs." she chuckled, setting her friend down. She blinked as the dragon-kin's eyes shifted, flames engulfing his arms and legs.

"Ready Pinks?" Applejack whispered. Pinkie nodded as she rolled her shoulders. Applejack grabbed her friend by the back of her shirt, roaring as she spun and chucked her at full-speed at Spike.

The cloaked figure tilted his head to the side, snatching Pinkie from the air by her ankle and bringing her to the ground out cold. He started to advance on Applejack, blinking as something snatched his ankles.

"GOTCHA!" Pinkie snorted, he had just enough time to look back up to see a fist smashing into his face, sending him sprawling through the dirt. It wasn't until he stopped moving that the two Gaians realized what they had done.

"Spike! Ah'm sorry, ah didn't mean t' hit ya so hard! Honest!" she cried out as she rushed to his side. The dragonkin groaned quietly as he sat up.

"Sweet Celestia that hurt..." he grumbled, putting a hand against his head. No wonder Celestia had put him through all those strength excersices. If his head had been any softer he wouldn't have it anymore! He blinked as a rag was placed on his forehead.

"Granny says if'n ya'll are gonna chase away all th' boys who come near that ya'll should be askin' em to leave instead of hittin em." a young girl said, keeping the cool rag pressed firmly against his head. Looking up he saw that she wore a red bow in her hair and a pair of blue overalls, a yellow shirt tucked in underneath, a pair of worn out sneakers clinging to her feet.

"Applebloom, this ain't what ya think it is. We were uh...trainin'. An things kinda got outta hand. Wait a minute, what are ya'll doin' out here anyway, don't ya'll have homework to do missy?" Applejack scolded. Applebloom pouted.

"Yes ma'am." she mumbled, marching toward the house atop the hill.

"She's nice. she your daughter?" Spike asked, Applejack blushing deeply and shaking her head.

"Wh-what!? N-No! Sh-she's my sister!" Applejack argued, the Element around her neck losing a bit of its luster. The friends fell silent as the farmer hung her head.

"C-can we talk 'bout this somewhere else?" she asked softly.

Sugarcube corner was completely silent and empty save for the seven friends who shared a table. Applejack stared at her Element, having removed it and placed it on the table.

"Ah ain't worthy o' this thing." she finally spoke up, clenching her fists.

"Of course you are darling! So you have a few lies hidden under your belt, who doesn't? Spikey spent his entire time with Twilight lying to her and they are still the best of friends. Not to say lying is good, but sometimes its necessary." Rarity pointed out.

"Yea...well it didn't have t' be that way...t' tell th' truth, ah was scared."

"Scared? But I've never seen you scared of anything Applejack!" Pinkie argued.

"Well this was a while back. Ah was jus' barely gettin' th' hang of tendin th' farm an...this fella caught my eye. Gods ah was a fool."

Several years ago

"Big Mac, look! Ah got one!" Applejack cheered, holding up her basket. In it sat a lone golden delicious apple.

"Ah told ya Aj, jus' takes hard work. Pa would be proud of ya." the elder sibling chuckled, ruffling her hair.

"Ah'm gonna get better, jus' watch me!" she beamed, the teenager taking a slow breath as she aimed at the tree, pivoting on her left foot and bringing her right leg up hard into the tree, smashing her shin into it. She cried out, stumbling away and holding her shin.

"Ow! ow ow ow ow ow!" she cried out, falling over and sighing as she lay in the grass.

"How 'bout ya'll lemme finish up and go check on Granny? Ah'm sure she needs some help with her pies." Big Mac rumbled, lightly tapping the same tree with his toes, the apples tumbling down into the buckets below. Applejack leapt to her feet, dusting off the dirt.

"Alright fine. but save me some o' th' easier ones!" she called as she ran home, snatching up her fathers hat on the way. Standing at the door to her home was a young man, a briefcase in hand and a look of worry on his face.

"Well howdy there, ya'll lookin' fer business 'round here?" Applejack asked, crossing her arms.

"Oh, hello young miss, are your parents about today?" the man asked.

"Ah ain't no young miss buddy. Ah help run this here farm ya know."

"My apologies, you seem so young."

"Ah'll have ya'll know ah'm jus' a late bloomer." Applejack grumbled. The man chuckled.

"Again, I apologize. You are one of the owners, yes? Then you are just the woman I need to speak to." he cleared his throat and tipped his hat, flashing a smile that could melt even the coldest of hearts.

"My name is Dusty. I'm a traveling man, bringing about as much joy as I can to every place I go. Now I came across a few hungry kids a bit of a ways down the road and told them I'd try my best to find them a meal before they starve. The poor things are so hungry they can't even walk. Would I be able to perhaps borrow a few of your wonderful apples to feed a few hungry children? I swear upon my dear mothers ashes I'll find a way to repay you." Dusty all but begged. Applejack gulped, fanning herself with her fathers hat.

"Well sure! Anythin' fer some hungry children. Ain't no need t' pay Mr Dusty. What ya'll are doin' is t' help a bunch o' young'uns who can't help themselves. Ah'll jus' grab a few of em an' we'll be on our way!" she said quickly.

"A' course, what ah didn't know is that there weren't no children goin' hungry. Dusty weren't even his real name. He was jus' some sweet talker lookin' fer a bit o' fun. An ah fell fer his trickery, hook line an sinker..." Applejack hung her head.

"Applejack. Darling, you were only trying to be helpful and do what the Apple Family does best. Being there for others." Rarity tried to comfort her, but the farmer only shook her head in shame.

"AJ, you were just bein' the Applejack we all know. Thats no reason to beat yourself up." Rainbow argued. The farmer shouted, smashing her fists into the table, causing it to crack and fall to the ground.

"Ah let that slimy little bastard take mah innocence an then ah lied t' my own daughter!" she screamed, tears streaming down her cheeks as she sobbed.

"Ah ain't any better than he was..."

"Thats enough Applejack!" Twilight yelled, causing the entire group to jump in surprise.

"I haven't known you very long, but I'd like to be able to think I could call you a friend." she continued, waiting until the teary eyed farmer nodded agreement.

"And in the time I've known you, all you've done is prove time and again how good of a person you are and that you always put whats best for everyone before whats best for yourself. Everyone makes mistakes Applejack, but we learn from them and we change for the better." Twilight finished.

"Yer right...ah jus'...ah jus' wish ah could take it all back..."

"Maybe you can." Fluttershy spoke up, hiding behind her hair.

"Why not just tell Applebloom?" she asked. The sweet shop fell silent once more.

"An then what? 'Oh Hi Applebloom, guess what? Ah'm yer mama, an yer pa is a rapist!'"

"She deserves to know. and as long as you keep this lie alive, you'll never unlock the power of your Element." Spike spoke up, heading outside to speak with a few guards. Applejack opened her mouth to speak, but could think of nothing to say. Blinking as Fluttershy put a hand on her shoulder.

"Its okay Applejack." she said softly. The farmer slowly broke down, burying her face in the hollow of the skyborns neck and letting the tears flow.

"Ah begged him t' stop...ah begged him t' let me go..ah wasn't gonna tell nobody!"

"I know Applejack, I know..." Fluttershy comforted her.

"Ya'll said they was around here Mr Dusty?" Applejack asked, looking left and right, bags full of apples in her arms, ready to feed several families if need be.

"I'm sure they were right here. Maybe a bit further down?" he suggested. Applejack nodded, following the man off the path and into the thicker part of the woods.

"This is quite a ways off th' path. Ya'll sure ya know where yer goin?" she asked.

"Oh I'm sure. This should be the perfect spot." he murmured.

"Perfect spot fer what?" Applejack wondered, gasping as the man turned and tackled her to the ground, the runes etched into his skin glowing brighter than Celestia's sun.

She gritted her teeth, her own runes glowing weakly as she struggled to fight back, the man smashing her head into the ground over and over until the glow faded. Dazed and in pain, she was helpless to stop the man as he tugged on her jeans, tearing them and using the fabric to tie her wrists.

"W-wait! what are ya doin'? What 'bout them children?!" Applejack shrieked, thrashing about, only to suffer a blow to the head.

"There aren't any children my dear, just one foolish little girl who is gonna show me a good time." he said, unzipping his pants. The young farmers eyes widened as she realized what he meant.

"NO! NO! PLEASE NO! SOMEONE HELP!" she screamed, kicking at him and trying to push to her feet, only to have the man pull her legs and pin her to the ground.

"Scream all you want. No one can hear you out here. Besides, I like it when they scream." he grinned, ripping her clothes away as the girl begged him to let her go.

"Please mister...ah won't tell no one...ah promise..."

"I know you won't. You're a good girl."

"Did no one know? Surely somebody could hear you out there, Eraville isn't that big." Rarity reasoned.

"He took me into the Whitetail woods. Deep in, jus' outside Sweet Apple Acres." Applejack sniffed.

"Them woods is so thick ya couldn't hear a gunshot if you was right outside. Let alone a girl...but somehow he heard..."

"Who?" they all asked. Applejack smiled as she wiped away her tears.

She laid there, crying and choking on the gag shoved into her mouth. Her attacker was taking a break, contemplating round two as he reached for the gag. He pulled it away, smiling as the girl sucked in the biggest breath of air she could and screamed for help. The man only chuckled.

"I already told you, no one is gonna hear..." CRACK....THUD. A tree arched down, falling painfully to the ground, fully torn apart at the bottom. Standing in its place was one Barnaby Macintosh Apple, Eldest of the Apples and one pissed off big brother. 'Dusty' barely had time to jump to his feet, tripping over his pants as the monster of a man barreled towards him, runes in full glow as he smashed his shoulder into the man with a sickening crunch and sent him flying straight into a nearby tree before kneeling down next to his sister.

"AJ? Are ya'll alright? Oh gods ah wasn't fast enough..."

"b-Big mac...y-ya'll heard me..." she cried, leaning against him as he hefted her up in one arm. Dusty pulled himself together and pulled up his pants.

"Who the hell do you think you are?!" Dusty screamed, his runes and eyes glowing. Macintosh glared at him, his runes glowing so bright the man had to cover his eyes.

"Ah am th' head o' th' Apple Family, here t' protect an guide em. An ya'll jus' pissed me off." the giant of a man rumbled. Dusty made the mistake of charging at him.

"It only took one punch...Ah ain't never seen Macintosh so mad. Th' authorities came 'round an Big Mac explained everythin' as best he could. Ah was a mess fer weeks. It was 'round then ah started showin' signs an...it ain't like th' Apples to end an innocent life. So...ah kept her. She was mine, even if that bastard had given her to me. But ah was young...they wasn't gonna let me keep her. So, with th' mayors help an some favors owed to us...we made her out to be my sister...an ah been livin with that lie my whole life..." Applejack finished.

"I know its hard, but you've got to tell her." Twilight said softly. Applejack sighed quietly.

"Ah know...ah jus' dunno how to do it." Applejack admitted.

"Why not throw her a party?" Pinkie suggested.

"A party?"

"Yea! The biggest, bestest party a girl could have! An then you can sit down with her and have one of those serious talks and just lay everything out on the table and settle it over cake!" Pinkie beamed.

"That...might work." Applejack mumbled.

"Good! I'll get started!" Pinkie giggled, vanishing in a poof of smoke into the kitchen.

"Well, I dunno if theres anything the rest of us can do to help, but if there is..." Rainbow started, falling silent as Applejack shook her head.

"No, ah gotta do this myself."

Applebloom sighed, glancing over her homework. Why was math so...mathy?

"Carry th' two an...no that ain't right..." she blinked as Big Mac leaned over her shoulder, his massive hand gently taking up a pencil and scribbling in a pattern of numbers.

"Remember this?" he rumbled softly. the youngest of the Apple family glanced over the numbers and smiled.

"Oh yea! Ah fergot...thanks Big Mac." she grinned, understanding the question a bit more as she continued. The Eldest gave her a simple nod, returning to the main room of their home to check on Granny Smith.

The old, wizened, and beloved grandmother of the Apples. He found her just as she had been a moment ago, sound asleep with a smile on her face as she rocked back and forth in her chair.

He quietly moved past her, sitting down on the old couch and glancing over a bit of paperwork, carefully working a nearby calculator to double check his own math. Sure enough his facts and figures came out correct.

"We'll need to really bring in the harvest this year..." he muttered, raising his head as the front door creaked open.

"Ah'm home." Applejack called out, grunting as Applebloom tackle-hugged her.

"Welcome home sis!" Applebloom beamed.

"Th-thanks Applebloom...say, how do ya feel 'bout goin t' a party?" she asked as she knelt down in front of her.

"But ah've got school tomorrow. Is this some kinda fancy test or somethin'?" Applebloom asked, crossing her arms. Applejack shook her head

"Ah swear it ain't no test. Ah seen ya workin' hard and Pinkie had an idea fer a party. Ah was wonderin' if ya'll wanted to go. It ain't gonna be so long that ya'll miss yer bed-time. But ah thought it might be fun."

"Well shoot! Sure ah do!" Applebloom cheered. Applejack chuckled, ruffling her hair as she stood.

"Alright, get yer shoes on then an we'll head out fer Sugarcube Corner."

"Can do!" the girl replied with a salute, rushing to her room.

"Ah recognize that face. Today the day?" Macintosh rumbled from the living room as he caught sight of his sisters face.

"Ah have t' tell her...Ah jus' wish ah had realized it sooner." Applejack answered

"Ah'm sure she'll understand. She's a smart girl an ya raised her right. She'll prolly be a might bit mad, but in th' end, things'll work out. Always do." Macintosh spoke, turning his attention back to the papers.

"Numbers are a bit down sis, gonna need a big haul this year." he murmured. Applejack sighed to herself and shook her head.

"We'll make it Macintosh. We always do."

"We didn't have Terra's safety on our backsides 'fore this." he pointed out.

"We'll figure somethin' out. Jus'..."

"Ah know Aj. Go on, do what ya need t' do. Ya know ah'll be here if'n ya need me."

"Thanks Macintosh..."

"Why do I have to do this?" Sweetie Belle whined, doing her best to stand still as Rarity fussed over a new dress design, using her younger sister as a model.

"Don't you want to look nice at the party? Perhaps you'll meet some charming young man." Rarity teased.

"I don't like any of the boys in class Rarity." she grumbled.

"Well, perhaps that friend of yours will notice how beautiful you look in this gown." the elder sister continued to tease.

"S-Scoots doesn't like pretty stuff." Sweetie Belle mumbled, her cheeks flushed red.

"Oh, so you do like her! Well then! What does she like?" Rarity pried.

"I-Its not like that!" she squeaked.

"Oh come now Sweetie Belle. I know romance when I see it. Now spill." Rarity demanded. Sweetie Belle sighed, twiddling her thumbs.

"She doesn't care for all the frilly stuff. She likes the way I usually dress...Do you really think she might like me?"

"And why wouldn't she? You're talented and adorable. Just try to be a little less nervous around her." Rarity advised. Sweetie Belle huffed, blinking as the dress around her poofed, appearing beside her in her sisters magic. She moved to step off of the pedestal, gasping as she was snagged by the arm and pulled to a chair.

"Ah ah ah. We HAVE to do something with your hair dear." Rarity tsk'd, running a comb through her younger sisters hair and applying a healthy dose of spray. The younger Magian pouted, settling for crossing her arms and waiting until the Elder sister had finished.

"And Voila! Well, you were adorable before, but now you look simply amazing!" Rarity gushed. Sweetie Belle glanced at herself in the mirror, blinking and staring.

"Oh wow...is that...me?" she asked, amazed at her reflection. Her normally curly swirl of hair was now straightened and combed over her left eye, the two colors shifting in and out of one another.

"You like?" Rarity asked as she put her tools away.

"Oh thank you Rarity!" Sweetie Belle squeaked, throwing her arms around her sister. Rarity smiled as she returned the hug.

"Of course, thats what Big sisters are for. Now try not to do anything to mess up your hair."

"Do you really think this could work?" Twilight asked as she helped decorate Sugarcube Corner.

"Parties solve everything Twilight!" Pinkie Pie assured her, pulling a balloon from behind her hair and filling it in a single puff of air.

"I guess I'm just worried...what if we get attacked in the middle of this?"

"Thats what Spikey is here for!" Pinkie argued, mixing a punch bowl halfway across the room. Twilight had long ago given up on trying to make sense of her Gaian friend. She suspected magic, but with so much else on her mind it was very low on her list of things that mattered.

A quick glance outside revealed Spike speaking to heavily armored guards. Most likely Celestia's very own personal Elite. Though that only worried her that much more. These were soldiers trained to protect the Princess in secret.

And they were here protecting the Elements instead. Were their lives really in so much danger? The guards saluted to Spike, vanishing into the very light of day itself with Spike standing Sentinel at the entrance to Sugarcube Corner, dressed in his street clothes. He didn't want to draw anymore attention than he already had.

She sighed to herself, glancing over at a nearby table where her Tiara sat. A useless trinket until she discovered how to appease to the Spirit of Magic. How was she suppose to do such a thing anyway?

She was magically gifted, that much was true. But she doubted doing a few impressive spells would convince a centuries old spirit she was deserving of its gift.

Rainbow had risked her very life to prove to the Spirit of Loyalty that she was worthy. Applejack was going to admit her darkest secret to the person it most mattered to as proof of her Honesty. With the way things were going, she was sure she would be the last to obtain her Element.

"Cheer up Twilight! You'll get your element thingy!" Pinkie cheered, tying a balloon around her wrist.

"Gee, thanks Pinkie." Twilight sighed. She sat down, staring at the balloon with her thoughts a blur. So lost in thought was she that for a moment she swore the balloon had been staring back.

"Are you alright?" Spike asked, causing her to jump in surprise.

"SPIKE! When did you get there?" Twilight gasped.

"Sorry. I thought...never mind." he mumbled, sitting across from her.

"Spike...why is this happening to us? Why can't we be normal?" Twilight asked.

"Fate, Destiny, whatever you wanna call it I guess. You're bloodline helps, and I'm Dragonkin. We don't live normal lives Twi." Spike answered, accepting a cupcake from Pinkie with a few sapphires mixed into the icing.

"So...I'm really..."

"Yup, the great great great granddaughter of Starswirl the wise. Greatest Arch-mage who ever lived. For the moment." He happily bit into the treat, crunching the jewels in his powerful jaws.

"For the moment? Is there another Arch-Mage as powerful as him?" Twilight continued to prod.

"Well...yes and no. I'm not suppose to say. Secrecy and safety and all that. There's at least one Chaotician on the loose. If he knew who the Arch Mage was...well, lets just say I was lucky to have my scales." Spike finished.

"We should finish getting the party ready. Hopefully this works."

"Look out below!" a voice cried out, followed by the sound of wheels smashing into pavement and screeching down the street. Said noise came from one Secilia Gumdrop. Otherwise known as Scootaloo.

Her actual name was a close guarded secret, not because of importance, but because she didn't want people knowing her name was 'Gumdrop'. It was way to girly for someone as awesome as her. Besides, she wasn't going to impress Sweetie Belle with a name like that.

She needed to be awesome, like her idol, Rainbow 'Danger' Dash. Sure, she was cool, she had some good tricks, but she wouldn't be truly awesome until she could fly. Then she'd show the whole world what she was made of.

"Oh look, its the chicken!" a girl called out from around a corner, causing Scootaloo to stumble and fall off her scooter.

"Wow, she even flaps like a chicken. What a loser!" another girl laughed, the two giggling as they marched on their way.

"Ugh...I hate those two." Scootaloo grumbled under her breath.

"Me too. But theres nothing we can really do about them." Sweetie Belle said from beside her, holding out her hand to help her friend up. Scootaloo stared for a moment, noticing her friends hair brushed over her eye and the sparkling red dress she wore.

"Uh...Belle what happened to you? Got a hot date I should know about? Is it Rumble?" Scootaloo teased. Sweetie Belle twiddled her thumbs, refusing to make eye contact as her friend dusted herself off.

"Do you think it looks good Scoots?" She asked, biting her lip.

"Pfft, its you Belle, of course it looks good. Now come on! We're gonna miss the party!" She grinned, tugging her friend onto her scooter and buzzing her wings quickly, the scooter zipping down the road with the girls in tow. Sweetie Belle hid a smile as she clung to her friend for dear life.

The youngest of the Apple clan sat alone at a table in Sugarcube corner, poking at a lone cupcake. She had been told to wait here with Pinkie Pie, no explanation or reason, and just left alone. It wasn't really anything new, she wasn't exactly the most popular girl in school and she didn't really have any friends.

Her last friend, Twist, had found her calling in Candy-making and never had time to hang out like they use to. She looked up as the bell to the front door rang, girls and boys from her class flooding into Sugarcube Corner. It only took a few seconds for Diamond Tiara and her lackey Silver Spoon to spot her.

"Aw crud." she muttered under her breath as the two practically raced over to her.

"Awww, is the little farmer sad? Whats wrong potato breath? No one wanna spend time with a dirt monkey like you?" Diamond teased.

"Wow, that was actually kinda clever Diamond, ah had no idea under all that hair ya'll had a brain in there." Applebloom tossed back, shoving her way past the bully. The pampered brat fumed as her target began to walk away. She glanced over her shoulder, finding the uneaten cupcake and hurled it as hard as she could at the back of Appleblooms head.

The cupcake landed with a satisfying SPLAT, but not on the person she meant to hit. Standing between Applebloom and the airborne treat was one very upset Sweetie Belle. The room fell silent as she wiped frosting from her dress and glared daggers at Diamond.

"HEY! At least have the guts to attack someone head-on! And you say I'm a chicken. Pfft, guess it takes one to know one." Scootaloo taunted, arms crossed and her wings spread as wide as she could get them. Diamond grit her teeth as the two stood up to her, murmurs filling the room.

No one stood up to Diamond Tiara, it was unthinkable and never ended well. But here stood two girls, staring her down with no intent of backing down. Maybe Diamond wasn't as tough as everyone thought, maybe she was just a brat. With this spreading through the room she needed to do something drastic. It was time to pull out her ace in the hole.

"Oh yea?! Well at least my parents love me!" she spat, the room falling silent. Scootaloo lunged in a rage, tackling Diamond to the ground and raising her fist, completely intent on doing as much damage as possible. She blinked as her arm refused to move and with a glance over her shoulder she found Applebloom gripping her arm and keeping her from landing the finishing blow.

"She ain't worth it." Applebloom said softly. Scootaloo looked back down at the terrified look in her preys eyes before dropping her. Sweetie Belle helped her friend to her feet, the three girls walking away.

"Y-Yea thats right! Y-You better run Chicken!" Diamond cried, still shaking from the ordeal. She hated to admit that Applebloom had saved her, but a minute later and her face would've been mush. She needed some muscle to keep her safe if she planned to stay on top.

"Ya'll didn't have t' do that ya know." Applebloom said, grabbing a napkin to clean up Sweetie Belle's dress.

"Yes I did. Its not fair how they treat everyone, but we all have someone to run to. You were all alone." she said softly. Applebloom froze, keeping her head down.

"Ah've always been alone, ain't no biggie."

"Its a big biggie!" Scootaloo argued, crossing her arms and grinning.

"Look, you aren't gonna be alone anymore. Names Scootaloo, toughest and fastest thing in Eravil, except for Rainbow Dash of course..." she introduced herself, falling into a sort of daze as she mentioned her idol. Sweetie Belle shook her head and smiled at their new friend.

"I'm Sweetie Belle. I don't really do much..." she admitted.

"Standin' up fer a total stranger seems like a lot t' me. Ah'm Applebloom, mah family owns Sweet Apple Acres."

"Whoa! You mean you live in that place?! Thats awesome!" Scootaloo gushed.

"Eh, its jus' home. Has been since mah Granny an her parents first came here. Its been family tradition that every Apple afterwards runs th' family farm. Someday its gonna be mine an...ah dunno if ah got what it takes." Applebloom sighed.

"Hey, you were tough enough to stand up to Diamond Tiara alone AND keep me from pounding her face in. I think you can handle whatever life chucks at you." Scootaloo shrugged.

"I agree with Scoots. Anyone who can stand up to those two alone has to be tough."

"You did it a minute ago Belle." Scootaloo pointed out.

"Oh, sorry 'bout yer dress an everythin'..." Applebloom apologized. Sweetie Belle shook her head and sighed.

"I-Its fine. My sister might throw a fit but she'll get over it." Sweetie Belle said, the three falling into a fit of laughter. Applebloom hardly noticed her sister and friends enter the sweet shop. It wasn't until Pinkie had popped up in front of her that everything clicked into place.

A banner fell from above with the words "Happy Extra Special Surprise Applebloom" written on it. A slice of cake was placed in front of her with a fanfare of confetti landing on top of her. Something weird was going on and she was gonna get to the bottom of it.

"Okay, ah'll bite, whats goin on? Am I dyin? Did Winona fall off a cliff?" Applebloom asked, wiping confetti out of her hair. Applejack bit her lip and sat down.

"Girls, do ya mind givin' us a minute?" the elder sister asked. Sweetie Belle and Scootaloo glanced at one another, turning to their new friend.

"Ah'll catch up with ya later." Applebloom said with a smile. The two gave a nod before migrating to a table in the corner of the store. Applejacks friends each passed by her, giving her shoulder a squeeze before vanishing into the crowd.

"Applebloom, 'fore ya get all scared an whatnot, ain't nuthin bad happenin' t' ya. Ah actually have some good news, its jus' a bit hard t' say..."

"...Are ya pregnant?" Applebloom blurted out.

"What?! No! What would make ya think that?!"

"Well ya were kinda actin funny an all secretive. An ah hear ya cryin sometimes...ah thought maybe ya'll found someone special an it didn't work out." Applebloom explained. Applejack could only stare, trying to work her mouth and failing miserably.

"Applebloom, th-that ain't it. I-Its 'bout yer ma." Applejack said softly.

"My mama? Ya told me she died when ah was little...i-is she okay? D-Did she jus' run away or somethin? Ah promise ah won't be mad at her!" Applebloom blinked as Applejack grabbed her hands.

"Applebloom, ah'm yer mama."

Episode Six: A Generous Encounter

Everything seemed to slow down as Applejacks words reached her.

"H-heh, th-thats not a funny joke sis." Applebloom stammered.

"Ah'm not jokin' Applebloom. Its th' truth, an ya'll deserve to know it." Applejack said softly.

"B-but...why?! You told me my parents were dead! Why would ya lie t' me like that!?" Applebloom demanded, receiving concerned glances from a few of the party guests.

"Ah didn't want t' lie t' ya like that Applebloom, Ah swear! Ah wanted so badly t' tell ya, but they were gonna take ya away from me a-and once th' lie was out it was so hard t' take it back...Ah'm so sorry..." Applejack began to sob, hanging her head. Applebloom was furious.

Her entire life she had been lied to. She wanted to swear, to throw something, to curse her sis...her mothers name...but she couldn't. Here was her mother, a horrible mess before her.

She had never known Applejack to lie about anything, no matter the consequence to herself. So for her to lie about this...

"Ya still coulda told me." Applebloom grumbled. Applejack could only continue to apologize, blinking as Applebloom hugged her.

"Y-Ya aren't mad?" Applejack sniffed.

"No, ah'm really mad at ya. Ya lied t' me, for my whole entire life! But if ah had t' choose bein' lied t' or never even gettin' to know ya, ah guess it was better t' think of ya as my sister." Applebloom admitted. The two shared a tight hug.

"Ya'll aren't gonna go around bein' a mushy mom or anythin' are ya?" Applebloom asked. Applejack chuckled and shook her head.

"Ah'm not gonna change Applebloom. Only thing different is th' truth is out an ah can stop bein' the bossy big sis." she joked.

"Um, what 'bout my pa?" Applebloom asked slowly. Applejack froze and lowered her head.

"H-He didn't care one ounce fer us." Applejack shook as she spoke. It wasn't a lie, in a sense it was true. He had only cared for himself.

"Oh, so ah'm not gonna meet him?" she continued to dig, wanting to know everything.

"As far as ah know he's dead. And its probably better that way." Applejack sighed.

"He hurt ya that bad?"

"Worse. But that ain't important Applebloom. Whats important is...ah'm here fer ya an ah ain't goin' anywhere." Applejack promised.

"Ah'm gonna miss havin' a sister." Applebloom mumbled, the two bursting into laughter. Nearby the girls glanced at the Element of Honesty, seeing it glow brightly.

"I'd call that mission accomplished girls." Rarity whispered excitedly.

"Yea, an it looks like the kid took it well." Rainbow pointed out, her attention drawn away as the doorbell chimed. In walked a young woman, blue frazzled hair meshed into the arch of her name-brand headphones and her face adorned with her trademark shades.

"Oh no..." Rarity gasped, glancing around quickly and trying to hide herself behind Twilight.

"Rarity, I know you are a big fan of celebrities, but is this necessary?" Twilight asked, glancing over her shoulder.

"That monster is no Celebrity Twilight!" Rarity hissed under her breath.

"Hey Rares!" Vinyl Scratch called out, wading through the crowd of fans gathering around her.

"What do you want Vinyl?" Rarity said through gritted teeth.

"What? Can't a gal visit her sister?"

"SISTER?!" Twilight and Rainbow gasped. Rarity sighed, crossing her arms.

"We both know you didn't pop in for a friendly visit, now what do you want?" Rarity pressed. Vinyl sighed, tilting her shades down slightly and revealing her deep red eyes.

"You know what I want Rarity." Vinyl said softly.

"And you know you won't get it." Rarity hissed.

"Are you going to stop me?"

"TIME OUT!" Rainbow stepped between them.

"First! Can I get your autograph?!" Rainbow asked excitedly. Vinyl flashed a grin and signed the CD Rainbow held out for her.

"Where were you even keeping that?" Twilight asked.

"Duh, my pocket."

"But the back could get horribly scratched!" Twilight argued.

"Relax Twi', There's no music on this disc, I just kept it around in case I ever bumped into someone. Turns out I got lucky." Rainbow grinned, staring at the autograph.

"Okay, ya got your autograph, now what else?" Vinyl asked.

"Huh? Oh, yea right. Just what the heck are you trying to take from my friend?!" Rainbow growled. Vinyl chuckled softly.

"Wow, one minute you're my biggest fan and the next my enemy."

"Hey, awesome at music or not, no one hurts my friends." Rainbow argued.

"That's pretty cool of ya Rainbow. But this is more important than some code. I'm not hurting anyone, I'm here to help." Vinyl explained.

"Yea right."

"She's telling the truth." Spike said from beside Twilight. He glanced over at the DJ and then at the crowd.

"We should take this somewhere more private." he suggested. "Meet back at the library."

The tension in the air could break bones if it was any thicker. Vinyl sat in Twilights armchair, nursing a cup of tea, while Rarity sat on the couch between Applejack and Rainbow Dash. Applebloom sat on the ground playing a board-game with her new friends, Sweetie Belle and Scootaloo. Twilight stood at the end of the main table, pacing back and forth while Spike stood before the room.

"Should the other kids be here for this?" Vinyl asked.

"No harm in letting them stay." Spike pointed out.

"Ya know we can hear ya right?" Applebloom asked.

"Applebloom be nice." Applejack mumbled. the youngest apple grumbled under her breath and went back to her game.

"Okay, lets start from the beginning." Twilight sighed.

"Alright then. My name is Vinyl Scratch, otherwise known as Vanessa Diamondheart Filigree of House Filigree in Celamont. I am the current Head of our noble house and Eldest Sister of Rarity and Sweetie Belle and I am here to take Sweetie Belle with me."

"Huh? I'm going away with you sis?" Sweetie Belle spoke up, worry in her voice.

"No you're not Sweetie Belle. She has no right to take you away." Rarity assured her.

"Why do you want to take her?" Twilight asked, silencing the impending argument. Vinyl glanced over at Spike, who gave a simple nod.

"I'm not just a simple Dj, or a little noble girl. The Filigree house tree is full of mysterious things, the number one thing being, that we are a house of Vampires." Vinyl said, removing her shades. The room fell silent as Rarity hung her head.

"You mean like undead, bloodsucking, sex crazed freaks?" Rainbow asked.

"Undead? No. Blood sucking? yes. Sex Crazed? Well, ask my girlfriend." she winked. Rarity cleared her throat.

"Yes, thank you very much for that unneeded bit of information. I am quite sure Octavia is a very happy woman, now please leave!" Rarity yelled.

"Rarity...i-is that true?" Sweetie Belle asked. Rarity glanced down at her sister, trying to stammer an excuse.

"Its true Belle. You, me, and Rarity are vampires. Its not so bad though. Its kinda fun!" Vinyl answered.

"I'm going to go get some tea..." Twilight mumbled, making her way into the kitchen.

"Belle, You're a vampire and you didn't tell me?!" Scootaloo asked.

"I-I'm sorry! I didn't know! Please don't hate me..."

"Hate you? Why would I hate you? You're a vampire, that's so cool! Can you fly? Whats it like being a bat?" Scootaloo started to pester her with questions.

"How am I suppose to know?!" Sweetie Belle argued

"Maybe ya'll change in yer sleep or somethin." Applebloom suggested.

"I never thought of that..."

"Well, they seem fine with it." Vinyl grinned. Rarity however was doing her best to kill her elder sister with her thoughts and failing miserably.

"Okay, so, lemme get this straight. Rainbow is some kinda Magian-Skyborn hybrid, Twilight is the great granddaughter of some all powerful wizard, an Rarity is a vampire. Anyone else seein' a pattern here?" Applejack asked.

"Funny you should say that. Thats the whole reason the Elements picked you six." Spike replied. Silence followed his answer. With a sigh he decided to elaborate.

"The Elements of Harmony can only be bound to extraordinary people. People who stand out and make a difference in the world, who do their best against all odds to prove they can make a living in a world that is throwing everything against them. You suffered a horrible trauma and refused to let it run your life. Rainbow suffered loss after loss and fought to get where she is today, Twilight struggled through tomes that would make Celestia's brain hurt, Rarity...well thats her story to tell."

"Spike, how do you know all of this?" Rarity asked.

"He's my boss for starters." Vinyl pointed out, causing Rarity's jaw to drop.

"Yea, I'm lucky number two of the four bad asses kept around to protect Celestia. Well, we're protecting you guys now, but you get the point."

"Wait, that was you outside with Spike?!" Rainbow asked. Vinyl grinned.

"I look pretty sweet in armor huh?" she said with a waggle of her eyebrows

"Vinyl!" Rarity growled.

"yea yea, pipe down Rare-bear." Vinyl teased.

"Ah still don't get why ya'll wanna take away Sweetie Belle." Applejack intervened.

"Ya see, the thing about us, Vampires, we get thirsty, really thirsty. When we reach a certain age, that thirst is all we can think about, until it takes control of us and sends us on a literal bloodthirsty rampage." Vinyl explained.

"Sweetie Belle isn't like that!" Rarity argued.

"And I thought you weren't like that Rarity. How many people did you drain dry before I caught up to you?!" Vinyl yelled, silencing the fashionista.

"B-But I feel fine!" Sweetie Belle squeaked. Vinyl sighed.

"Sure Belle. You feel fine now, but you're already squeaking. Puberty's a bitch, especially for us. Thats why I gotta take you with me for a few weeks. I'll teach you how to fight your thirst, we'll find you a good bank to keep you outta trouble and get you back home as soon as possible." Vinyl promised.

"I don't wanna leave!" Sweetie Belle cried.

"You won't Sweetie belle. Not if I can help it." Rarity promised.

"Rarity, when was the last time you fed? I mean really fed. You look paler than Dad." Vinyl argued.

"I keep a good supply, they mail it to me from Celamont."

"I mean a real meal. You'll have to be at full strength when she changes. If I hadn't been strong enough to stop you then I'd just be another body left in your rampage. Do you wanna drop that on her?" Vinyl asked. The other occupants in the room fell silent, knowing when to keep out of family matters.

"I'm strong enough Vinyl! I won't let you take her away! No matter what I have to do, no matter how bad it may seem. She loves it here and I won't ruin her childhood the way you ruined mine!" Rarity yelled, her Element flashing and her armor appearing on her body. Vinyl grinned and stood, setting her cup down on the table.

"Alright Rarity, you wanna have the responsibility of keeping her out of trouble? Beat me in a duel and I'll back off." Vinyl challenged. Rarity jumped to her feet, her armor clinking against itself.

"Fine!"

"Not in the library!" Twilight called from the kitchen. The two sisters chuckled nervously, walking out the front door. Everyone in the room glanced between one another before rushing outside to watch the battle.

"Be honest with me Spike. Does Rarity stand a chance against Vinyl?" Twilight asked.

"I really don't know. Vinyl is my second in command and one of the strongest Magians I've ever met. She could give you a run for your bits if she went all out." He whispered. Rarity drew the claymore from her back, twirling it about with ease in one hand, her eyes fading to red as she glared at her sister. Vinyl grinned, clapping her hands together before shifting her feet apart, arms spread wide in what appeared to be a ridiculous kung-fu stance.

"Ain't she gonna use a weapon?" Applejack asked.

"She is a weapon." Spike chuckled.

"I recognize that stance. Thats the Death Dragon Stance!" Rainbow gasped, stars in her eyes.

"Death Dragon? Why don't I like the sound of that?" Twilight gulped.

"Unlike most Magians, Vinyl fights with her hands. She isn't a big fan of weapons and isn't afraid to get dirty. Its part of the reason she's second in command." Spike explained. Vinyl's deep red eyes seemed to glow faintly, a red hue surrounding her entire being. Rarity gritted her teeth and clutched her sword with both hands as she rushed forward.

Vinyl slid around her, slamming her palms into the back of her armor, sending the younger Magian flying across the street and into Twilights neighbors' home.

"S-she barely tapped her! Is she really a Magian?" Twilight asked.

"She is, but theres more to both of them than meets the eye Twilight. Notice Vinyls magic?" he asked. Twilight looked closer, seeing thin fibers of mana dancing across the elder sisters entire body.

"She's channeling an insane amount of mana to her muscles...that has to be putting quite a bit of strain on her body..."

"Normally, yes. But as a well kept vampire her body repairs itself before any real damage can be done." Spike fell silent as Rarity crawled out of the rubble of the home, happy the owner wasn't occupying it at the time of her 'visit'. She gasped as Vinyl was instantly in front of her, smashing her fist into the ground where the fashionista had been a moment ago.

In an incredible show of strength the younger sister had stabbed the claymore into the ground and flung herself backwards using it to push herself away. Vinyl grabbed hold of the blade and blinked as she was unable to lift it.

Rarity took the chance to tackle her sister to the ground, grunting as Vinyl rolled with the tackle and slammed Rarity into the dirt, her arm jammed against her throat.

"Just give it up Rarity. I'm still holding back and you can't even land a hit. Do you really think you can handle Belle in this condition? Harmonic Powers or not, you can't do this!" Vinyl argued. Rarity threw out her arm, her Claymore coming to her. Vinyl dodged out of the way as she swung the blade, giving Rarity a chance to push to her feet.

"You can do it Sis!" Sweetie Belle cried.

"Thanks Sweetie!" Vinyl and Rarity said together, blinking in surprise. Rarity shook her head and rushed forward once more, knowing how Vinyl would react. Just as she went to slash she saw it, a pivot and an attempt to circle around her.

Without hesitating she spun the claymore around her back, roaring as she slammed the flat side as hard as she could into Vinyl, sending the Magian skidding across the ground. She panted heavily, her arms shaking and the blade slightly cracked, but she had landed a hit.

"I'm impressed Rare-bear." Vinyl's fangs began to show, her eyes glowing brightly and her magic flaring to the point that even Applejack could see the mana encircling her.

"But you aren't anywhere near my level." she said softly, vanishing in an instant and smashing her arm into the back of Rarity's neck, sending the younger sister sprawling across the ground and skidding to a stop in front of her friends.

"RARITY!' they cried out, kneeling down next to her, the armor around her fading away slowly.

"Rarity! Oh no..." Sweetie Belle sat next to her, grabbing her hand. Rarity looked weakly over at her younger sister, seeing the panic in her eyes.

"Belle...you've got...to run." She gasped, feeling something crack as she tried to sit up.

"Stay down Rarity. It'll take a moment for your bones to reset." Vinyl said as her magic slowly faded away. Vinyl reached for Sweetie Belle, blinking as Applejack caught her arm, runes in full glow.

"Now ya'll wait jus' a second there. Ya say Rarity can't keep her sister cause she ain't strong 'nough. But ya'll are forgettin' that she has us around." Applejack growled, her free hand dropping down next to Rarity's face. The wounded vampire could just barely make out a cut on the hand, blood dripping from it.

"And ah think that ya'll should try that little magic trick o' yers again with us showin ya jus' how tough we can be." Applejack finished.

"Thats sweet of ya Applejack. But Rarity tore through seven Gaians, Ten Magians and even a handful of Skyborn before I could catch her. And I can teleport next to her whenever I want. How are you gonna keep a hold of a rampaging Belle?" Vinyl asked. Rarity latched onto Applejacks hand, the farmer hiding a wince.

"Why don't ya let me show ya?" Applejack asked. Vinyl raised an eyebrow and shrugged.

"Just so ya know, I'm not paying for your hospital bill. Rarity will heal up in an hour at most. But you'll be hurtin for a lot longer if you tussle with me cowgirl." Vinyl warned. Applejack smiled.

"Well, won't hurt t' try!" Applejack laughed, Rarity appearing behind Vinyl and roaring as she smashed her arm across her neck, sending her skidding across the ground. Sweetie Belle sat there in shock, having watched her sister chomp down on Applejacks hand and suddenly vanish. Rarity panted heavily, hair a mess and blood clinging to her lip.

"Applejack, darling..."

"Yea Rarity?" Applejack gulped.

"I owe you one." she said softly, stepping backwards and catching Vinyl by the arm, roaring as she pinned her to the dirt and pulled hard on her arm.

"FUCK! I GIVE! I GIVE!" Vinyl cried out, tapping the dirt. Rarity kept her hold on her arm.

"Not good enough Vinyl. I need your word that you won't take Sweetie Belle away, that you won't try any tricks!" Rarity yelled, pushing the arm a bit further.

"HEY! I NEED THAT ARM!" Vinyl yelled back.

"PROMISE ME!" Rarity demanded, shoving her shoulder out of its socket

"FINE!" Vinyl gasped as Rarity let go of her arm, letting her roll onto her side and grab hold of her shoulder.

"That was a bit of a nasty trick sis."

"It wasn't my idea really, but you always told me to do what has to be done." Rarity admitted, brushing her hair out of her face as she sat down. Rarity gasped in pain as Sweetie Belle tackled her. The red in her eyes faded as she held her sister close.

"Rarity..." she sniffed

"Shh, everything is just fine Sweetie Belle." Rarity said softly. Vinyl smiled as she watched them, grunting as her shoulder popped back into place.

"Rarity, I still think you aren't ready for this. But my word is my word, just keep your friends close, alright?" Vinyl asked. Rarity glanced over at Applejack, Applebloom fussing over her hand.

"Alright."

Spike and Vinyl stood outside, having a conversation the others apparently could not be included in. Rarity was sitting on the couch, Sweetie Belle asleep in her lap. Applejack sat beside her, Applebloom resting her head on her mothers lap and dozing off. Scootaloo crossed her arms, sitting on the carpet wide awake.

"Scootaloo, shouldn't you be getting home? Its getting late." Twilight said. Scootaloo grumbled under her breath and stood.

"My place sucks" she whined.

"I'm sure your parents wouldn't appreciate that."

"They might if they existed." she scoffed.

"What?" Twilight blurted out

"Scoots is an orphan." Sweetie Belle mumbled, half asleep against Rarity. Rainbow raised an eyebrow, looking at the girl. The dirt covering her clothes, cheap band-aids over her cuts from possible crash landings. She couldn't believe she hadn't seen it sooner.

"Say kid, you wanna hang with me for tonight?" Rainbow asked. Scootaloo's jaw dropped, her eyes sparkling as she nodded.

"That would be awesome!" Scootaloo squee'd. Rainbow chuckled and spread out her wings, blinking as Scootaloo spread out her own.

"Uh...D-did your parents, er...did anyone teach you to fly kid?" Rainbow stammered.

"N-No...my parents were ground-bound...I lost em a couple years ago to some weird disease." Scootaloo mumbled. Rainbows eyes shrank to pinpricks.

"Mareks Disease?" Rainbow asked softly, hanging her head.

"Yea! Thats what they called it. My whole family had it apparantly. But I'm tough, I can handle it!" Scootaloo said, trying to seem tough despite the tears clinging to the corners of her eyes. Rainbow sank to her knees, pulling the girl close to her and hugging her tightly.

"Rainbow...you're kinda scaring me" Scootaloo admitted.

"Kid...j-just...hug me damnit." Rainbow choked. Scootaloo hesitated before hugging her idol. It felt nice...She bit her lip, feeling a sob build in her throat. She had fought back the tears for two years now, she could keep them back. She didn't need to cry, crying was for wimps! She buried her face in the hollow of Rainbows neck and bawled like a baby.

"Its not fair! My parents were good people! I'm a good person! I try to be!"

"I know ya do kid..." Rainbow said quietly. Twilight made her way outside silently.

"He's going to be watching them, you and I both know it!" Vinyl yelled.

"Don't you think I know that!? I fucking saw him!" Spike yelled back.

"Ahem. I hope I'm not interrupting." Twilight interrupted. The two fell silent, turning their attention to her.

"Whats up Twi'?" Spike asked.

"I need you to send a letter to the Princess for me. I need some research materials."

"Sure thing Twilight. What do ya need?"

"I need the research notes of Nightgale Primrose."

Author's Notes:

"Yes, thank you very much for that unneeded bit of information. I am quite sure Octavia is a very happy woman, now please leave!" Rarity yelled.

"Rarity...i-is that true?" Sweetie Belle asked. Rarity glanced down at her sister, trying to stammer an excuse.

"Its true Belle. I'm a god in the bedroom!" Vinyl answered for her.

---

Mareks Disease affects birds and causes paralysis in wings and legs and results in death in many birds. Its the same disease Rainbows father had and the same one she had before her mother Nightgale cured her.

---

"Ahem. I hope I'm not interrupting." Twilight interrupted.

Twilight gives no fucks for your argument.