Seventeen years had passed and the time had finally arrived; most thought it would have taken a lot longer for that certain day to approach them, but for one alicorn, that day came to her in a blink of an eye. And she had hoped that that day would never surface. But ultimately and unfortunately, dreams will be dreams and she had to accept the reality that gazed upon her and cloaked itself deep within her thoughts until it came crashing in her face.

Ponies from Ponyville gathered in a huge crowd in front of in an open field near the bridge to Ponyville as they look at a massive, familiar, friendly draconian form stand before them as the moon shined the night sky, letting the shadow of the draconian blanket over them as it gave them a kind, warm smile. The large being was none other than Spike the dragon. He was now a full grown dragon; not by greed, but by nature. He motioned his head and surveyed the crowd who gave him tearful looks and warming smiles. They all knew a time like this would come and it would have been very respectful to come see their dragon friend and say their goodbyes before he leaves for The Great Dragon Migration.

Spike’s smile grew wider, happy to see that all of his pony friends arrived to say their goodbyes and wished him good luck on his journey. He greatly appreciated this. But what would make him even happier is if six certain ponies were here to give him their goodbyes. He got his wish in the forms of those certain ponies approaching him with loving smiles and tearful eyes.

Spike felt his heart warm-up when he watched his best friends Applejack, Pinkie Pie, Rarity, Rainbow Dash, Fluttershy, and Twilight stand in an individual line as they looked up at him with the same expressions on their faces. Spike returned the same smile when he noticed a celestial and lunar form hover down from the sky and stand behind the mane six.

Spike widened his eyes in astonishment to see Princess Celestia and Princess Luna show up from his departure. The mane six and the rest of the ponies were blown away by this, as well. But like them, they too wanted to say their goodbyes to the draconian hero. They both gave him respectful smiles, letting him know that they would kindly hold off anything to partake in a day such as this and be there for him to see him leave.

A small tear rolled down Spike’s cheek and felt his lips quiver a bit. He may have a tougher exterior, but that still doesn’t stop him from having his heart increase in warmth from seeing two royalties show up and bid farewell, especially Celestia. If it wasn’t for her, he would have never gotten adopted and be put in the caring hooves of his beloved mother: Twilight.

Speaking of, he narrowed his eyes at everyone and noticed a few were crying why others waved slowly at him. Most were hurt pretty bad to see him leave. But when he hovered his eyes over at the mane six, they too were hurt to see him leave; however, they all had little cuts compared to what came next; when Spike pinned his sight on Twilight, he saw that not only was she hurt, she was destroyed. She hung her head down and closed her eyelids tight, sobbing from the pain of seeing her adopted son leave her. She felt pressure build-up in her chest, trying ever so hard to stay strong and look him in the eyes, but it was just too much for the young alicorn. He knew this day would come. He knew he would see his friends and family wallow in pain and heartbreak. He expected this, and it was hurting him too. But what Spike never expected -not in a millennia- was how bad this day would crush his mother’s spirit.

He motioned his head over to Applejack and Rainbow dash and saw that they were looking up at him with sad eyes, sitting down next to each other and tried their best to stay strong. He then motioned toward the crying pair of Fluttershy and Pinkie pie. They were taking it pretty hard, having Fluttershy bawl in Pinkie’s fur while she hugged the sensitive Pegasus close. And last, but certainly not least, he gazed his eyes at the love of his life: Rarity. And just like the others, her face was coated with tears. Her lips quivered and her ears flopped down when she displayed a pained and sorrowful face to him. Mascara ran down from under her eyes by the crying, but she didn’t care what-so-ever, she was too hurt to see her friend leave. Like Twilight, she was heartbroken and wished he’d stay with them forever; because deep down, she realized that not only was he an amazing, kind dragon and a great helper around her boutique, but she too was developing feelings for him. Feelings that she wanted to express to him and tell him that she loved him so much, but it was too late for her to say anything. She was not only sad to see him leave, but she was angry at herself for not saying a single thing to him.

Luna shed a tear and softly quivered her lips before glancing over at a heartbroken Twilight cry in so much pain. She knew how the purple mare felt; being trapped for a thousand years made her miss her old friends dearly. She still regrets the day she let envy take hold of her mind and transformed her into the soulless monster that every pony feared. It’s a mistake she’ll live with for eons, and hoped it well never again.

Luna craned her head up at her sister and, to her surprise, saw her lips twitch a bit. A small gasp emitted from her throat. She looked at Celestia shocked, never seeing her sister this sad as much as the time she was Nightmare Moon, and that was the last, and only, time she ever saw her older sister cry. Luna, still in tears, looked back at Spike and the others.

Spike looked down at all his friends and smiled, but the tears still loomed and rolled down his cheeks. He watched as they cried at his leaving. He let out a deep sigh before calming himself down, but seeing his friends cry made it hard for him that he broke to the point he couldn’t hold it in, especially seeing Twilight the way she is. The now grown up Spike shed more tears as he looked at Twilight and approached her, leaning his head down close to her, and causing the other ponies to back away as he did so.

Twilight continued her hard sobbing, too hurt to move a muscle and open her eyes. She wanted this to be a dream. She wanted this to stop. She tried so hard to think this wasn’t reality, but reality came to her in the feeling of a gentle rub against her fur. With a light gasp, she fought her emotional breakdown and opened her eyes to Spike in front of her, smiling at her softly and rubbing his snout against her again; being that he’s a sixty foot tall dragon and he can’t hug her like he used to, so the only way of hugging was to snout rub, and they didn’t mind at all.

Twilight slowly smiled, wiped her tears away and hugged Spike’s snout. She calmed down a bit while hugging his snout, thinking that he doesn’t want to leave seeing his mother cry; and she was right. Spike smiled happily as the five elements came up and also hugged Spike with teary eyes. The rest of the ponies watch and cry, while a few walk away, not wanting to handle any more sadness. They waved at him before leaving.

Tears rolled down Luna’s cheeks from seeing such a sad event. She looked up at her sister who was shedding tears and strongly quivered her lips. For the first time, in a thousand years, she has never seen Celestia cry like this.

The royal night and day guards, who followed the princesses, noticed the royal sisters cry and sob. They were breath-taken by this and couldn’t believe such an event like this would make them cry, yet, they can perfectly understand why as they too know of the stories Spike has done, like saving the Crystal Kingdom, helping the elements stop Diamond dogs and save their fellow element and saved the equestrian games from suffering an icy grave.

Twilight and the other ponies gave Spike one last goodbye hug before backing away and letting him leave, all but Rarity.

Spike narrowed his eyes down at Rarity until he saw her look up at him with more tears running down her cheeks. It was ruining more of her mascara as alway, yet she didn’t care when it came to a moment like this. She will miss him, and Spike knows this.

Spike looked at Rarity with tears rolling down his cheeks as he warmly smiled at her. He had an unbearable pain growing in his chest. He hated the fact that he was leaving and saying goodbye to the very pony he had a crush on ever since he was little. He wanted to stay here and be with her and the others. Spike let out a tiny chuckle when he remembered the days he spent with her, even secretly having an intercourse moment at one point, and he figured she would remember a day like that. If this never happened, he would be together with her and, one day, start a family with her. And he’d love every second of it. He nuzzled his snout close to Rarity and prompted her to giggle a bit. He wanted to see her smile before he left. It would hurt him so to see his beloved cry in his departure.

Rarity tearfully smiled and kissed Spike on the snout, then stepped back and walked away.

Spike watched his former crush turned and stood next to Rainbow Dash and Pinkie Pie, looking at him with a beautiful smile. More tears rolled down Spike’s cheeks as he raised his body up to look down at his friends and give them one last goodbye wave. He was about to turn around when eight clopping hooves approach him. The dragon turned his head to see Princess Celestia and Princess Luna both walk up to him while the other ponies bow in respect as they approach.

Spike gazed his vision down at Celestia and Luna surprised, yet happy, to see them approach him. He turned his body and diminished his full height to see them, but not first bowing his respect to them. The Princesses stood in front of Spike and bowed back, then stood back up to smile at him, respectfully.

Spike came up to the Princesses to hear them say their goodbyes, but he never expected them to lunge up and hug his snout.

Twilight and the rest of the ponies unhinged their jaws, surprised to see the Princesses hug Spike. To get the royal sisters to cry and hug, that is a sight to behold, but much like the rest of them, Celestia and Luna will miss their friend dearly.

Spike was beyond surprised by this, but he smiled at them and watched as the Princesses back away, while tears rolled down their cheeks.

Spike bowed in respect again, honored to receive goodbye hugs from the Princesses, then rose up to his full height and gazed at Twilight and the rest of the ponies on last time before waving at them and turning around to unfold his fully developed wing. The ponies watch in awe as Spike flapped his wings and jumped in the air, flying into the sky. A single teardrop fell from his face and hit the ground in front of Twilight.

All the ponies waved goodbye to Spike as he flew away towards the dragon migration and disappeared into the night clouds.

As soon as Spike vanished, Applejack returned to Sweet Apple Acres; Fluttershy flew back to her cottage; Rarity walked back to her boutique; Rainbow Dash flew back to her cloud home; and The Princesses arrived back to the Castle, while the rest of the civilian ponies headed back to their respectful homes.

All but Twilight was left, sitting down on the ground and looked up at the sky with one last tear rolling down her face. She sat there, heartbroken, torn apart to see her number one assistant, her only son, leave in front of her. She knew this day would come. She knew it would happen. She knew she had to say goodbye. But she never knew how bad it would hurt her, how bad of an impact it would put on her. She looked down with pain and sorrow in her eyes. She now knows how Shining felt when she left to go live in Ponyville. Saying goodbye to him was very painful and she can tell he was trying to stay strong. He was always a softy when it came to her and she loved Shining for that. But something this was unbearable. She felt like a piece of her life had been torn away from her and all that remained were memories.

Twilight looked up at the night sky and tried to stop her crying, but she could barely pull herself together. A few more tears slid down as she sat there a little longer until she finally decided to head back home to her library. She slowly walked back but turned her head to look back at the spot where Spike once was. With a soft tone, she said one word before heading back home, “Bye,” she opened the door to her tree home and walked inside, closing the door behind her with her magic.

I might have spent a lot of time thinking how this would turn out. This is feels galore, but trust me, the kaiju fights will turn up.

Twilight opened her door and walked out of her tree library, closing the door behind her with her magic. She inhaled as much fresh air as her lungs could carry before exhaling peacefully on a very beautiful day such as this. She smiled softly and walked into downtown Ponyville, heading over to Fluttershy’s cottage for a tea party she was invited too. Hopefully, that tea party will help her recover from Spike’s leaving. She craned her head down and glanced at the ground, thinking to herself that it’s been three months, and she still hasn’t recovered from that day. Twilight groaned, frustrated in herself for not getting over this. “Come on Twilight, Spike wouldn’t want you to keep moping like this. We knew it would happen eventually. Why can’t you let it go?” she crushed her eyes but shook her head, getting herself back into reality and pressed on through Ponyville; surprisingly not hitting anything or anyone around her; perhaps this meet up with her friends will help set her mind at ease, and hopefully help her forget that painful day. She crossed halfway over the bridge but stopped as she felt her ears twitch.

“Hey, Twilight!” a voice shouted in the sky behind her, calling her.

Twilight looked up to see Rainbow Dash dive down and land behind to her. She smiled at Twilight before they resumed their walk to Fluttershy’s tea party.

“Hey Rainbow Dash, how are you?” Twilight asked.

Rainbow Dash caught up and walked beside Twilight, “Good. I had to go help my dad with a few things.”

“Like what?”

“Oh, the usual help around his house: take out the trash, rearrange some furniture, and help him figure out what to get his new marefriend for their first date.” Rainbow hung her head down and cringed, not liking that last part.

“Your dad has a new marefriend?! That’s wonderful. Who is she?” Twilight smiled, excited to hear the news.

“She’s a unicorn from Canterlot. Her name is Fluer de Lis, I think. Her name is kind of hard to pronounce.”

“Isn’t she that snobby, rich unicorn who hangs out with Fancypants?” Twilight raised a brow at Rainbow Dash, curious to know if that was correct.

“Yup, that’s her. But she’s not what you think, she’s actually pretty nice. She left Fancypants to be with my dad; which he took surprisingly well.”

“Really?!” Twilight looked at Rainbow surprised. “He wasn’t angry about her being with your father?”

“No, he wasn’t. And I was surprised as you were. For some reason, she saw a calmer nature in my dad that no one else sees, and that was what attracted her to him. My dad loved her for how sweet and nice she was and I can tell she would try her best to make him happy. Which isn’t going to be hard for her to do,” Rainbow Dash explained. “But that’s what my dad told me. I wasn’t actually there when they got together.”

“Fascinating,” Twilight chuckled, a bit interested to know more about the story, but decided to let it slide because she knew that Rainbow Dash wasn’t into talking about love stories, especially when it involved her father.

“Anyway, off of my dad’s love life, what have you been up to? I see you got Fluttershy’s invite, too?”

“Yup,” she said with a small giggle. “And I’ve been rearranging some books, been going to Roseluck’s flower shop, and got a free dinner at a restaurant; Princesses discount.” Twilight rolled her eyes at that. She didn't like being treated royally. It was never her thing. Though flying around was a lot of fun. “Plus the clerk wanted to be nice, too.”

Rainbow Dash gaped at what she just heard, “Lucky, you got free stuff.” She said out of slight jealousy. “I take it being a princess is easy for you now?” she bragged about Twilight’s new title as they walk closer to Fluttershy’s cottage.

“You could say that. But it is still a big responsibility for me, and it’s even harder for me when everypony always has to bow every time I show up to certain spots. I know I’m a princess and all, but I’m not on that level as Princess Celestia and Princess Luna. I wish ponies would just treat me equally like they use to and I wish I had help without being addressed as such,” Twilight looked down at the ground and glared, irritated that each pony she asked for help always thought that they were beneath her, and she isn’t. She can try and overlook being called a princess, but every time it happens they sound as if she was that kind of pony who'd ask for lowlifes to lick her hoof. Picturing that was just disgusting and uncalled for. She would never treat everypony like that. She cringed at even thinking of anything worse.

Rainbow Dash could see it was bugging her but there was something more to Twilight’s frustration other than just having her title mean nothing and be treated as an equal.

“Twilight, are you still bummed about-- you know-- him, aren’t you?”

Twilight snapped out of her frustrating thoughts and beamed her eyes at her tomboyish friend and shook her head as she said, “What, no, I’m not sad about Spike leaving Ponyville. What makes you say that?” she laughed a bit, faking and trying to hide her real emotions, but Rainbow knew she wasn’t doing a good it, and frankly, she has had enough of it.

Rainbow Dash walked in front of Twilight and stopped her with an annoyed and frustrated look on her face, “Look Twilight, I know you’re still heartbroken about Spike, but you need to move on. I know it’s tough, but Spike is a full grown dragon now,” She sighed. “I know how much he means to you, but being depressed like this is just going to make things worse for you, and him.”

Twilight backed up a bit, a little shocked by Rainbow’s words. She looked at Rainbow with gloomy eyes and realized she couldn’t hide it from her, “I know that Rainbow Dash, but I just can’t.” A small tear appeared and slid down her cheek and hid her eyes under her mane, “You have no idea how much it hurts.”

Rainbow groaned, “It’s been three months, Twilight. Get over it!” Rainbow Dash slightly yelled in an assertive tone. “You’re being ridiculous.”

Twilight tightened her jaw and snarled, aggravated at Rainbow Dash before verbally lashing out, “Shut up, Rainbow Dash!” she snapped and glared at her with tearful, hurtful eyes, “You don’t know what it’s like to lose somepony very important to you. What makes you think you know my pain?!” she blindly yelled, letting out all her frustration and rage out on the rainbow pegasus and let out slow short breaths.

Everything around them went quiet for a minute before Twilight woke up from her emotion frenzy and realized what she did. She gasped and grasped her hoof over her mouth, eyes widen in utter shock from what she said. She looked at Rainbow Dash with eyes full of regret and a painful guilt flowing within her body.

She felt her heart sink when she watched Rainbow Dash widened her eyes, offended and hurt by Twilights words and the snarl on her face proved there was damage made.

Twilight softly spoke out to her “Rainbow Dash, I didn’t mean--”

“Save it,” Rainbow interrupted her. "Let’s just go to Fluttershy’s house,” she turned and walked away without looking back at Twilight.

Twilight extended her hoof as she watched her friend walk away from her. She couldn’t say another word, knowing that Rainbow Dash might be furious at her for saying those hurtful things. She hung her head down and slowly walked behind Rainbow dash. The guilt making itself stronger.

Rainbow Dash kept looking straight. Her iris's reduced to golf ball size and her rage quickly engulfed her mind. If she thought that Twilight was thinking she was mad at her, she’d be right. Rainbow was boiling mad at what Twilight said. She knew exactly how Twilight felt when it came to a situation like watching a loved one go. The only difference was that Spike didn’t die.

Rainbow Dash knew exactly what Twilight was going through and all she wanted to do was help, yet Twilight just yelled at her with those hurtful words. She wanted to blow up at the new princess for even doing that to her. Then again, she would’ve done the same if she was in Twilight’s hooves.

Rainbow Dash's eyes returned to normal size as the rage within her slowly diminished as she started to calm herself down. She thought about her own actions and realized what she did. She looked back at Twilight who was still looking at the ground with guilt in her eyes. She sighed and thought to herself 'Great, now you’re making things worse for her, Rainbow Dash. You’re supposed to be the element of loyalty, not the element of betrayal. That’s Nightmare Moon's element,' she grunted and quickly ignored her thoughts as she continued to walk ahead in front of Twilight.

Twilight was about to apologize when Fluttershy’s cottage came to view and a familiar yellow pegasus was sitting at the entrance and greeting them with her trademark kind smile.

“Hi girls!” Fluttershy greeted and waved.

Rainbow Dash smiled, “Hey Fluttershy! It’s been awhile”

“Oh, it has. It’s so good to see you, Rainbow”

“Likewise,” Rainbow said as she giggled with her timid friend.

Fluttershy peeked behind Rainbow Dash to see a depressed Twilight approach them. It caused an alarm to set off in Fluttershy’s mind, making her worry about her friend.

“What’s wrong, Twilight?” she asked the lavender princess.

“Huh?” Twilight craned her head up and looked at Fluttershy before answering, “Oh nothing. I was just thinking about something.” She fake smiled before looking at Rainbow Dash with an apologetic look. Which to her relief, the rainbow tomboy nodded and secretly smiled, forgiving the new princess. This got Twilight to smile for real and turn her attention back to Fluttershy, “Yeah, I was just thinking is all”

“About what?” Fluttershy asked.

“A good book I’ve been reading, and how sad a certain scene is”

“Oh, well, tell us all about it. Rarity is waiting in the backyard”

Both Twilight and Rainbow Dash perked their heads up and smiled. Like Fluttershy, they haven’t seen Rarity in a while, too. Come to think of it, they haven’t seen Applejack and Pinkie Pie in a while too. This idea Fluttershy whipped up was prefect. Hopefully, they can all catch up on things they’ve been doing since Spike's departure.

Fluttershy escorted her friends around her home when they spotted a pink, round, wooden table with six chairs of the same color and a familiar white unicorn sitting on the one chair where her back was turned to them, sipping a cup of tea.

“Rarity!” both Pegasus and Alicorn called out, getting her attention and caused her to smile excitedly.

“Twilight! Rainbow Dash!” she said as she giggled happily before she slowly and carefully got off of the chair with some slight effort.

Twilight and Rainbow Dash stopped walking when they noticed a ‘change’ in Rarity’s figure. She wasn’t her usual thin, curvy self. No. When she faced her friends, her body seemed rather chunky around her front and back legs, her hips and flanks were near big and round like a pillow, and she sported a slightly large, round potbelly, too.

This two mares looked at Rarity shocked and confused. What have those three months done to Rarity? That was one question roaming around in their minds, then there were more. They just stood there speechless as if a surprise was too overwhelming.

Either way, Twilight spoke out and asked, “I-It’s been awhile Rarity. How have you been?”

“Oh, I’ve been wonderful, Darling” Rarity came up to her friends and hugged them close before backing up a bit, then took notice of their baffled faces. That got her smile to fade and look at them confusedly, "Why are you two looking at me like that?” the more they stared, the more frustrated Rarity got. Even Fluttershy wondered why it got quiet all of a sudden.

Twilight noticed and quickly spoke again to give Rarity her answer and not make upset her, “Well, um, it’s just—“

Rainbow Dash threw her arms up and interrupted Twilight, “Holy cow, Rarity!” Rainbow Dash blatantly said. “What happened to you? I mean, you’re not thin. You're all pudgy. What happened?"

Leave it to Rainbow Dash to say what she was thinking, but throwing that out so suddenly made Twilight want to smack her in the back of the head for being so rude. Twilight looked to Fluttershy and she had a slight rage on her face. She was thinking the same thing. After three months, this is what starts. Twilight shook her head and thought that this was a mistake. She wanted to say something, but Rarity spoke to Rainbow Dash.

“I beg your pardon,” Rarity said sternly before she looked at herself and realized what Rainbow meant by what she said. She completely forgot she was on the pudgy side and almost got offended by it. She smiled bashfully and rubbed the back of her head, “Oh yes, that’s right.” She blushed brightly, “Um, I really don’t want to talk about it. Let’s just say the day Spike left really changed me. I tried to lose weight for two weeks, but I gave up and couldn’t fight anymore. Now I’m just a fat pig!” she scolded herself and placed a hoof on her belly, yet briefly though as she sat down and looked at her big gut, or, what she intends to make her friend think it is. She did always think of herself as a good actress, and it worked well for Fluttershy. She just hoped it would work on Twilight and Rainbow Dash.

Fluttershy, Twilight and Rainbow Dash felt sorry for her and wanted to make her feel better but a cheerful, familiar, southern voice filled their ears. and they quickly turned to see another welcoming pony.

“Oh please. I have a pig back on my farm that’s fatter than you. You’re just a pint-sized compared to her,” they look back to see Applejack stand next to the cottage and smile excitedly at them.

“Applejack!” they approached her and gave her a group hug, so happy to see her.

“Ah, shucks,” she chuckled. “I missed y’all too”

They separated the hug.

“It’s so good to see you. How have you been?” Fluttershy asked.

“I've been working non-stop at the farm. Had to exercise really hard for what Big Mac and I had to go through,” And she had proof to back up what she was saying. Her front and hind legs were slightly brawnier and her neck was slightly bulked to where it seemed like she could lift a rock as big as Big Macintosh, if not bigger.

Her friends briefly marveled at how strong Applejack became over the past three months. It was remarkable, even though a certain white unicorn felt more jealous, secretly. And a certain cyan pegasus was eager to test that strength.

“Shall we all go back to the table and catch up?” Twilight said smiling.

“Oh yes, let’s get started,” Fluttershy said, excited about her own tea party. “This’ll be so much fun”

“Wait, where’s Pinkie?” Rarity asked worriedly. “Surely she would’ve made it here by now.”

Rarity was right. Now that they thought about it, it was unusually for Pinkie Pie to be late especially when a party is announced. When it comes to something like this, Pinkie’s always the first on the scene. But now, she’s the last one.

“Guess she might’ve lost the invite or she might be busy with something,” Rainbow Dash guessed.

“But, still, that’s unlike her to do so,” Fluttershy said confused.

“Either way, even Pinkie can be late sometimes. Nopony's perfect,” Applejack said as the pegasi couldn't help but agree with that statement.

The five ponies walked towards the table to start their tea party without Pinkie. Once they all turned, they got a sudden surprise when a familiar pink form sat on a chair to the left of Rarity's chair and gave them a quirky smile.

“Or she could be saving the best for last,” Pinkie said as she giggled.

“Pinkie!” they all squeed and rushed over to her, happy to see her. Now the six are all here and ready to start the tea party. They sat down on their chairs respectfully and smiled at one another before Fluttershy kindly passed out cornbread, apple slices, and tea to her friends. They enjoyed themselves and laughed at Pinkie’s jokes and gestures, being a crack up as always.

Truly, this past three months had been worth the wait.

No King Ghidorah, yet. Just some ponies catching up. Title says it all. lol.

“Wow Rarity, this corn bread very delicious,” Twilight kindly complimented Rarity. She sat between Pinkie Pie and Applejack, with her back turned to the forest.

“Thank you, darling,” Rarity slightly blushed at the comment, “It took time, but I made it into perfection,” She said, gloating proudly and happily at her work. Even though she’s an expert fusionist, she wouldn’t mind trying something new once in a while. She sat on the other side of the table between Rainbow Dash and Fluttershy.

“Oh yes, it’s very tasty. Way better than crumpets,” Fluttershy said, complementing her as well.

“Oh stop girls, you’re going to make me blush,” as if she wasn't already. Rarity smiled and giggled at her friends, feeling butterflies in her stomach.

“So Rarity, mind if you tell me why you’re so chunky? Are you looking for a hunky stallion to date? I may know a monkey who can help you. And he’s rather spunky about it, though he might be sort of clunky,” Pinkie Pie joked and giggled with some snorts. The other mares almost either choked, spit take or squirt tea out of their noses.

“Consarnit, Pinkie!” AJ said as she coughed, “Warn a mare next time you do that!”

“Yeah, I almost blew tea snot out of my nose,” RD wiped her nose with a napkin.

“Sorry,” Pinkie Pie rubbed the back of her head and laughed at their reactions

Rarity giggled as well, knowing Pinkie Pie didn't mean any harm in that little joke. The rhyming gave that away, but she couldn't help but reply to it, “Darling, as I told the others, I was going through a rough time trying to get over Spike’s leaving and I gave up trying to keep my figure in check,” she explained, “I don’t see the point in it, any more.” She looked down at the table and placed her front hooves on her belly.

“Sorry Rarity, it won’t happen again.” Pinkie Pie apologized if it upset her in any way.

Rarity smiled and waved her hoof assuringly, "Pinkie, it's quite alright. I know you were just joking." Joking was Pinkie's fortay, after all. She did appreciate her friend's concern, though.

“I do have one question for ya, sugarcube?” Applejack announced.

“Oh, and what’s that?” Rarity replied with an eyebrow raised.

“Why did Spike leaving cause you to gain weight?”

That question sparked curiosity to the other elements. They all beamed their eyes on her and wondered the same thing. Was it depression? That would've been a logical reason, yet Twilight is still through depression, even Rainbow Dash still thinks she needs to get over it, and she hasn't packed any pounds.

Rarity bit her lower lip and blushed sheepishly, thinking desperately to come up with something to tell her friends. She wanted to hide her secret until the time was right, but seeing inquisitive eyes built a little peer pressure in her chest. She could go for the same excuse and save herself some trouble. Yeah, that could work, but it quickly hit her that they might not fall for it a third time. She looked at Twilight for a moment and thought that if she told them, they'd flip out; Twilight especially. Could she really handle the news? Rarity calmly sighed and looked at her enthusiastic friends. Well, here goes nothing.

“Alright, I guess I won't hide it anymore.”

They lean a bit closer to her as Rarity spoke the truth.

“I was in love with Spike.”

“What?!” their reactions were what she expected: shocked, surprised and a little excited; though more shocked than anything. Pinkie Pie gasped loudly like she always does when she hears big news like this. Rainbow Dash, Fluttershy, and Applejack just looked at Rarity as if this was something out of character for her. They were floored. Twilight, however, took it the hardest. She was more surprised by the fact she did this to herself while keeping her feelings bottled up. Why would she do that?

Her white cheeks reddened brightly from their reactions. She feeling embarrassed for telling them the truth, yet she slowly nodded, "It's true. I'm in love with Spike."

The girls were all silent and soaked in what they just heard. From day one Spike fell in love with Rarity and they all thought the same thing she did: that it was just a little crush and it would eventually go away. But they were wrong; Twilight was wrong; Rarity was wrong. They never expected that little crush to turn into dedication. And throughout his life growing up and that strong dedication, Spike finally won Rarity over. And it slipped right through them. But now was today and Rarity did a number on herself. They grew concerned for her well-being if that was the case.

Then the questions started to fly.

“Why didn’t you say anything to us before, Rarity?” Twilight asked still shocked by this revelation.

“I was going too, but I was just too shy to tell you, girls.”

“Yeah, I can vouch for that,” Fluttershy said on the boat Rarity was on.

“Rarity, do you know how we would've acted if you told us way before? We'd be happier than a pig rolling in mud,” Rainbow Dash said, much to Applejack agreeing with that logic "You don't have to be shy, Rarity. That's only Fluttershy's thing." Fluttershy snorted at Rainbow Dash for that statement.

“I know, but--” she looked away a bit, “--There's something else I wanted to tell you girls, too.” Rarity said as she looked back at her friends. "And I wanted to tell Spike, too."

The girls looked at Rarity confusedly before Rarity spoke again, “I wanted to tell all of him and you that--” she raised a confused brow as looked up at the sky and ahead of her friends, noticing an odd cloud forming, “There is a black cloud forming in the sky?” They looked at Rarity confused by what she just said.

“Uh, what now?” Applejack said as Rarity point behind them. They turned around to see what Rarity was talking about and they couldn't figure out what they were looking at. An unknown black cloud was forming and growing in the sky.

“Rainbow Dash, is there a storm scheduled today?” Twilight asked curiously.

“No? There wasn’t a storm scheduled until next week. What’s going on?” Rainbow Dash tilted her head and raised a brow, confused and baffled by this. She and the girls watched on until small flickering lights can be seen from the cloud. Rainbow Dash would've guessed a cloud generator malfunctioned and produced this, but the Cloud Factory is near YakYakastan producing cold clouds to produce snow. So where was this cloud coming from?

The black cloud traveled over the mountains and blanket the sky, almost over their heads. It almost seemed rather eerie at how it was traveling. But like all storms, lightning quickly gushed out from the growing cloud and struck the ground multiple times with decent force and uprooted several trees much to Fluttershy's dismay, yet with this storm, the blast of thunder never followed when the lightning made contact.

“That’s odd? Usually, there would be thunder after lightning. This one doesn't?” Rainbow Dash said very confused and mind-blown by the cloud’s behavior. “It’s not goblins or gremlins doing this. What could it be?” she placed a hoof on her chin and analyzed the cloud’s coloration and movement patterns. It was sliding in the air with a rolling fashion to it. Nothing the rainbow pegasus has ever seen before. “Gah! I got nothing. It looks like a regular storm cloud, but it's not behaving like one,” She griped in defeat and looked at Twilight, “Any thoughts, egghead?”

“I don’t have the slightest clue, Rainbow Dash. Clouds don’t usual do these kinds of things, I think. Clouds are usually in your knowledge, Rainbow Dash,” Twilight scratched her head confusingly. “I’m surprised you don’t know anything about this,” she said, yet still thinking about any theories, but nothing came to mind.

Rarity leaned her head back a bit, “We should probably head inside. It could possibly rain on us,” She suggested.

“I agree. Let’s head inside before we get soaked,” Fluttershy said as the wind began to pick up.

The ponies canceled their tea party and rushed into Fluttershy’s cottage, shutting the door and locking it.

And just as the door closed, the clouds were slowly upon them, hovering over the forest and above the cottage, turning the bright blue skylight into pitch black darkness. A darkness that Nightmare Moon would appreciate.

All the animals dashed to their homes as fast as they could. They were scared just as much the ponies were, or more. They could sense something was about to approach, and it wasn’t friendly. Not by a long shot.

In the sheltering cottage, Fluttershy noticed Angel hiding and shaking under the couch, “What’s wrong, Angel? Why are you scared? It’s just a storm, it'll pass,” She said reassuringly as she crouched down in front of the couch and tried to calm her pet rabbit. She tried to convince the white rabbit to come out, but Angel kept shaking like a leaf. He was too scared to come out. Something wasn’t right. And Angel wasn't the only one. The rest of the smaller animals who took shelter in Fluttershy's cottage hid from plain sight, terrified by the cloud looming outside.

Applejack and Twilight were on high alert. They noticed a few birds in their homes, mice in their wall homes, and even a fox was too scared to leave the cottage, hiding behind a pile of wood next to the fireplace.

Rarity just sat down looking at the window to the backyard. She shivered at the sight looming outside of the cottage. All she saw was nothing but eerie darkness. She’s dealt with darkness before like caves, tunnels, and her own home when the power goes out. But this was something far different than what she’s dealt with. A chill ran up her spine from even peeking at it. Yet, she remained strong and calmly looked down, secretly rubbing her belly.

Rainbow Dash and Pinkie Pie just watched Fluttershy talk to her scared, little devil of a rabbit. Rainbow Dash shook her head behind Fluttershy’s back, wondering how that innocent Pegasus can put up with such a monster in a little, fluffy body. Pinkie Pie just watched them like a clueless foal. But then she walked towards the window next to the front door and watched clouds appear over the roof and roll towards Ponyville, lighting up the darkness with thunderless lightning.

“Angel, please tell me,” Fluttershy softly said to him, kindly demanding him tell her what's going on. It worked as Angel quickly came out from under the couch and whispered in Fluttershy’s ear. When he finished, he darted back to the safety of under the couch as Fluttershy widened her eyes in fear and rose up, shaken up from what Angel told her.

Rainbow Dash curled an eyebrow, “Well, what did the little furball say?” she asked curiously.

Fluttershy turned to her friend and frightfully said. “Angel sensed something outside, something dangerous,” She glanced at Rainbow Dash, “Rainbow dash?”

“Yeah?”

“I don’t think that's normal cloud."

“What was your first clue?” Rainbow Dash asked sarcastically and rhetorically.

A lightning bolt suddenly crashed the ground mere inches away from the cottage and explodes the ground next to it, startling the ponies into gathering up in a group hug and shaking like rattles and matching the cottages shakes from the lightning strike. They could hear more lightning outside the cottage and presumably hit their targets, all but the cottage yet still hit near it. It’s as if the bolts of lightning weren’t hitting at random spots, but more like they were being controlled into hitting certain spots.

“N-Never mind, there's plenty of clues outside,” Rainbow Dash shivered, now knowing that these clouds are completely different from the ones she knew, but who made them is a question that briefly dwelled in her mind.

She got her answer when a loud, creepy, cackle slowly emitted from outside the cottage.

Everyone heard the noises, but Twilight was the first to ask, “What was that?” She was terrified out of her fur.

The cackles grew louder and louder and sounded eerier by the minute, sounding more like an ominous pattern as if there was more than one of whatever was cackling out there.

“Is it a hydra?” Fluttershy asked, remembering that one event that happened with one Hydra some time ago. And she hoped she was wrong.

“I don’t think Hydras sound like that,” Twilight replied in a terrified tone which Fluttershy sighed in relief too, but not to what might be terrifying outside.

More lightning struck the area around the cottage, blasting the ground and causing the ponies to take shelter under Fluttershy’s table in her living room, thinking that a lightning bolt might burst the foundation. The winds grew stronger but not strong enough to lift the cottage, yet it was still terrifying to them. The rushing noises didn't either as they sounded like roaring Wendigos or a tornado outside, thankfully it wasn't that. But it didn't stop the cottage from rocking and nearly knocking decorations and furniture down.

Twilight glanced over at Rainbow Dash, who was planting her hooves and body on the ground next to AJ and Fluttershy, if she thought she was gonna die she had to say something if the unknown storm were to pull the cottage away and end them, she called to Rainbow Dash and said, “I’m sorry for what I said Rainbow Dash. I didn’t mean any of it.”

Rainbow Dash heard Twilight and looked at her, responding to her apology, “I know! You were just having a hard time. I never should’ve pushed you like that. I’m sorry, too” she smiled at Twilight, letting her know that what happened before was now water under the bridge. Twilight smiled back, happy to know that.

Even though they apologized to each other, that didn’t stop the cackling storm from venturing through the skies and rain lightning down on anything it could strike.

Outside, lightning struck one spot after another, striking a few trees and tearing it like paper. The trees fell and crashed to the ground, knocking over other trees like dominoes. Others split in half, yet remain standing. Again and again, they struck, hitting one target after another. Another lightning bolt struck right in front of the cottage and exploded the small creek under the bridge. The ponies jumped and almosted bumped their heads under the table. The cackles echoed while the lightning flashed and crashed into everything it touched.

What seemed like forever only lasted a few hours as the lightning slowly began to decease, leaving everything silent and calm, yet the sky was still pitch black and eerie.

Rainbow Dash, being the brave one of the group, crawled out from under the table and looked out the window to check if things were clear, though the darkness proved otherwise.

“I think we’re safe girls,” she called out as she turned to her friends to watch them crawl out from under the table a bit shaken.

“That was horrifying. I hope my animal friends are okay,” Fluttershy said worriedly.

“What was that all about?” Rarity sat back down and still shaken. “What kind of a storm was that, Rainbow Dash?” Rarity said, confused about the situation.

“I don’t know, Rarity,” Rainbow replied still baffled. “I’m still trying to figure out how a cloud can make thunderless lightning and aim lightning twice at the same spot.” Rainbow Dash placed her front hooves on her head at how aggrevating this is. “The weird noises weren’t helping, either. I’ve never seen or heard a cloud do anything like that!” she grunted in annoyance before theorizing a thought. “There might be one possible answer for all of this, and I think I might know what it is," she closed her eyes for a moment.

Her friends waited with anticipation before the tomboy pegasus gave them her conclusion.

Rainbow dash opened her eyes, glanced at her friends, and said, “It could be a mutation cloud.”

Twilight and Rarity gave Rainbow Dash dull looks and facehooved. Fluttershy gave a bewildered face to Rainbow Dash, not sure if she was joking or being serious. Applejack placed her hat over her face and silently grunted at how bad that joke was. Pinkie Pie made cricket sounds with her teeth. Rainbow Dash smiled sheepishly and rubbed the back of her head, blushing in embarrassment. “Ok, I’ll admit, it wasn’t that good.”

“No, it was bad” Applejack corrected her while putting her hat back on her head.

“Everypony’s a critic.”

The darkness slowly faded and Fluttershy walked over to the back door to open it. When she did, she peeked outside to see a heartbreaking and grotesque sight. She swung the door open and gasped in terror when she saw the forest was almost completely destroyed. But what she saw next caused a bloodcurdling scream to erupt out of her mouth.

Her friends heard her and quickly rushed outside to see a terrified Fluttershy sitting on her back porch looking at her chicken coop, birdhouse and nests, fences and beehives destroyed; reduced to ash and soot. Fluttershy’s lips quivered and felt tears form when she saw not only hard work gone but the residences who took refuge thanks to that hard work lie on the ground, dead.

“Sweet Celestia…” Rarity softly said before noticing feathers and blood around the chicken coop. She placed a hoof over her mouth from the gory sight.

Fluttershy crushed her eyelids and stretched her mouth back, letting out hiccups while tears fell from her cheeks.

Applejack noticed and sat next to Fluttershy with a caring hoof on her back. It only took a second for Fluttershy to sharply turn her head and hug the southern mare, heavily bawling in her fur. Applejack sighed softly and hugged her sorrow-filled friend close.

Rainbow Dash scanned the rest of the forest to find nothing but destruction, “No cloud can do this to a forest in seconds," she now doubted any theories about what clouds can do. Clouds can't cause destruction as bad as what they went through or what they're looking at. "I don't think this is a cloud, girls.”

Twilight gazed over to Rainbow Dash, “Then what exactly are we dealing with?” Twilight asked before the cackles in the black cloud start up again. The ponies look up to see the sky covering black cloud float above their heads and drift to a next target, slowly shifting into a smaller, sleeker cloud and slithering. Its next target: Ponyville.

“Oh no…” Twilight widened her eyes in shock. Fluttershy pulled herself together and let Applejack know she was fine, barely. The six friends watched the unknown cloud travel to Ponyville at a rapid pace. “Come on! We can’t watch it destroy Ponyville. We have to warn everypony!” the five agreed with Twilight before she darted to Ponyville with them following right behind her.

The ponies of Ponyville happily enjoyed the day upon them. Some casually walked either solo or with friends or family. Other ponies tended to their shops serving for their customers. Most played hoofball in the local park while other ponies talked to one another about random topics.

It felt like an ordinary, peaceful day to them and they couldn't want it any other way. But that suddenly changed when a few ponies noticed an enormous black anomaly float over the Everfree forest and slither like a snake to Ponyville. Some ponies were confused and others were worried and scared of its sheer abnormal darkness. More ponies turned to eye the unknown cloud approaching their town, stopping their usual routines. They watched on, baffled and confused. Most of the pegasi tried to figure out the cloud's bizarre movement patterns and strange lighting it occasionally emitted.

A familiar voice called out to some of them.

“Everypony, get back!”

They looked and spotted as Twilight and the five element bearers rushed toward Ponyville at a breakneck pace with the eerie cloud in hot pursuit, floating high above where it seemed to be slowly growing as it approached Ponyville getting wider and expanding in size. It took the form of a nightmarish wave of lightning and fog.

As the mane six successfully arrived in Ponyville, Twilight swiftly turned her body and stood in the middle of the bridge. She glared defensively and aimed her horn at the oncoming ominous wave cloud. Her magic ignited and she concentrated her magic into a bright flow of aura around her horn.

Rainbow Dash stopped and turned as she watched the stunt Twilight was doing, “What are you doing, Twilight!?” she called out to her friend.

“I’m going to cast a force-field. You and the others tell everypony to get to their homes and hide. I’ll try to hold off this cloud as much as possible.” She didn't know if the cloud was gonna cause severe collateral damage to Ponyville, but seeing the forest earlier and how lucky Fluttershy's home survived the ruthless onslaught, if she could call it lucky, she couldn't take any chances.

“Are you sure you’re strong enough to keep that cloud at bay?”

“I won’t know if I try. Now go, please. Help the others and get to somewhere safe,” Twilight barked, ordering Rainbow Dash to do her task. Rainbow Dash nodded and rushed to the others to help them, not questioning Twilight’s decision. But that didn't stop her from worrying.

Twilight focused her mind and sharply concentrated, gathering as much magic she could muster and store it all in her horn for a powerful force-field. She may have powerful magic and she does know her limits, but she’s never channeled her magic all at once and it sort of worried her if she'll mess this up or if this will cause any effect on her like put her in a coma, destroy her horn, or kill her; that was the last thing that needed to happened. No, she shouldn't be thinking that right now. Twilight gathered more energy and magic, ignoring those thoughts and focused on the task at hoof. She needed to save her friend, family, and home at all costs. The magic aura around her horn lite up brighter than normal as layers of magic built up over one another and growing stronger. Some of the ponies that safely made it to their homes peaked out from either their windows or doors to see a bright pruple light shine in front of Ponyville. It looked like a single candle lighting up a dark room.

The cloud already upon them and, like a falcon drop, curved its form and dived down directly at Twilight. And at the same time, Twilight finished her stored magic and unleashed her spell in a powerful burst, summoning a force-field big enough to cover half of Ponyville. She crushed her eyelids and grunted in slight pain, trying to keep the concentration straight and strong.

Having successfully gotten all citizens to their homes, the five mares watched as Twilight conjured her force-field. They widened their eyes in awe from what they're witnessing; Twilight was just like Princess Celestia defending Canterlot. They wanted to help, truly they did, but what more can they do? They’re basically a distraction at this point and distracting Twilight would be a grave mistake.

The wind picked up as the enormous tsunami of a cloud closed in on Twilight’s force-field, blowing through Ponyville and knocking anything it could, yet it wasn’t strong enough to blow the ponies away, just wave their manes. Applejack, however, held her hat in place as she was about to witness the mother of all clashes.

Meanwhile, in Canterlot, Princess Luna stood on her balcony and watched an ominous black cloud diving over Ponyville. She gasped in horror and was about to go find and inform her older sister, but Celestia walked by her side the moment she about departed. Celestia was already aware of the cloud’s arrival. She stood by Luna’s side and watched, baffled and worried about the situation. Yet, as it took place, a hint of familiarity dwelled in her mind, trying to drill into her core. She tilts her head and glanced at the cloud confusedly.

“That cloud? It looks… familiar,” Celestia tried to remember what occurred back in her youth that would cause her such puzzlement. It was almost nerve-wracking to her.

“Do you think it’s King Sombra? Has he survived death hooves?!” Luna asked very worriedly.

“It’s likely he did, but something is amiss here. If Sombra is still alive, we would’ve seen him by now, or felt his presence,” Celestia said with a deep sigh, baffled and confused.

“Shouldn't we do something, sister?”

Celestia shook her head, “No. This is something Twilight can handle herself.”

Luna looked at her sister with an unsure glance, “Are you sure, Celestia?” She had a feeling that statement was gonna backfire on her.

Celestia nodded, “Positive. I have complete faith in Twilight. She can take care of this.”

“Alright, but still, I’ve never seen anything like this before. If it’s not King Sombra, then who or what do you suppose it could be?” Luna glanced back at the cloud while Celestia tried to figure out why in blazes this mysterious cloud was giving her such hard time to remember. It was really bothering her.

“I don’t know, Luna. I can’t remember what it is, yet why does it look so familiar,” Celestia placed her hoof on the side of her head and closed her eyes before she opened them to notice a strange pattern in the cloud's movements. She locked her gaze on the cloud and let out a quick gasp, “No, that’s impossible.“ Something finally rang a big bell in Celestia's mind.

With the monstrous cloud approaching, Twilight focused her magic on keeping her force-field as strong as possible and keeping other distractions like the violent winds blowing across her body and screaming ponies out of her mind. But she can't help shake the feeling this wasn't gonna work. No, it has too. She tightened her focus and kept her magic strong while hoping this plan would succeed. If it didn’t, what other plans would she have to stop a large thundercloud?

“Come on Twi, you got this,” Applejack watched with anticipation and worry. her friends were the same.

Fluttershy hid her face behind her mane using it as a shield to block her vision from what’s in front of her and her friend despite hearing the hums from the force-field and terrifying roars from the cloud.

Time felt slow to Twilight as the roaring, dark cloud dived closer and closer to the force-field and she felt her heart race a bit the longer she kept it up, yet she concentrated as best as she could.

Then, like the sound of a loud, powerful explosion, the cloud collided against the force-field with force so strong it shook the earth under the ponies' hooves, catching them all off guard. It felt like an earthquake shaking the stores and homes like bobbleheads.

The battle between offense and defense was cut, however, as Twilight screamed aloud from the clash. The impact was so strong it forced her to cut off her link to her force-field. The cloud broke through the force-field like mere glass and landed mere inches away from the stunned Twilight, emitting a roaring thu’um as it did. The force of the landing sent Twilight flying like how a minotaur would flick a bug. Her friends gasped in horror as they watched Twilight fly high over their heads and crash through the roof of Sugarcube Corners with a hard impact, leaving a decent-sized gaping hole.

“Twilight!” they shouted in unison as they rushed to the bakery, completely ignoring the motionless, dark cloud behind them while six flaring, red eyes beamed down and spied on them and the rest of the small town.

Hours pass but the shock still loomed over the royal sisters. They watched as the cloud just stood there over

Princess Luna gasped in utter shock, “W-What just happened?”

Celestia widened her eyes in disbelief, but she wasn’t surprised by this turn of events. “Twilight…”

A unicorn guard swung open the doors and ran up to the princesses before stopping to take some heavy breaths, “Princesses, we have an emergency! A large cloud has appeared in Ponyville,” the royal guard inhaled a large of air and continued, “And, Princess Twilight has been reported to be injured trying to stop it.” A beat of sweat slid down the side of the guard’s head, out of breath and somewhat terrified of the situation that loomed upon them.

“We are aware of its presence! We can see it from here!” Luna glanced at the guard then back over the balcony, watching the cloud.

The guard flinched briefly but regained his composure, “Forgive me, Princess Luna. But I would like to also inform that strange noises can be heard from the cloud.”

“Strange noises?” Luna raised a confused brow, “What kind of strange noises?” Celestia was listening in on this, too. But she kept her eyes glued on the cloud while also pondering if Twilight is alright.

“I’m not quite sure, Princess Luna.” The guard said as he speculated for a second before giving Luna a reasonable answer, “Some describe it as odd, deep clicking cackles, or random hissing,” he shrugged slightly, “That’s all I know, Princess Luna."

Before Luna had anything to say to this, Celestia jerked her head with shocked eyes and shouted in a frightened, panicked tone, “What!?” from hearing those words, the bell finally rang and she remembered what that cloud was and what it actually is. She thought it was all over. That what she had to deal with was gone. That was not good for any of her subjects.

“Sister?” Luna craned her head up and looked at Celestia confusingly, but the towering princess ignored her little sister and only glared at the guard with worried, troubling eyes before marching up to him.

The guard looked at Celestia in confusion and fear, “Princess?”

“Follow me and gather some of the guards and load as many weapons as possible, then head to Ponyville, immediately!” Celestia ordered with a stern bark. “And, by the heavens, tell them that what we're about to face is nothing they’ve ever fought before.”

“Yes, your majesty!” The guard gave Celestia a salute before rushing out of the room to do what he was told, even if he was slightly out of breath.

“Sister, what’s going on? Doth thou finally remember about that cloud?” Luna asked.

“Yes, little sister. But that cloud you see before you-” Celestia looked at Luna with panicked, serious eyes, “-isn’t what it seems.” She did a quick sigh before she continued, “I thought the nightmare was over, but we were wrong.”

“We? What’s going on, Celestia?!” Luna’s confusion grew into annoyance. “If it isn’t a cloud, then what kind of monstrosity is looming over Ponyville?” Luna asked in a frustrated and scared tone.

“I’ll explain later. I need to make some calls. Twilight and the others will know soon. For it will be something they cannot defeat alone,” Celestia walked out of Luna’s room with a glare so serious it'd make a drill sergeant's glare look like a fussy filly's after not getting a cookie. Luna followed close behind, keeping pace with her older sister.

Twilight eyelids quivered as they slowly opened. Her vision was blurry but she knew she was still alive, somehow, “Ugh, my head, What happened?” she slowly sat up and rubbed the left side of her head, but she hissed in pain and jerked her hoof away. Her vision slowly cleared up and she can finally see and where she is, or at least she thinks she does. The sudden throbbing pain in her head and body made it a bit challenging to think as she closed her eyes again to hopefully dull the pain. Only things she could identify was a soft, medium-sized bed with cotton feel bed sheets covering her legs.

“Where am I?” she opened her eyes and scanned around the room. She saw the walls were coated in blue wallpaper and a small table with a picture of familiar ponies holding familiar foals in their arms. Seeing the picture of the Cake family gave Twilight her answer and she was relieved to know this. But how did she end up here? She smiled a little at the picture before a sudden jolt of pain crawled through her entire body. “Ow!” she howled in pain as she reeled back on her back and held herself, curling up like a ball as her body caught up with what happened before. “My body feels like it’s been stomped on by a hydra. Why does it hurt so…” she gasped and remembered the conflict she had with the cloud, “That’s right, the cloud!” her body was in great pain but she needed to know what was going on outside. She carefully crawled out of bed but that sharp pain in her body never left. Twilight grunted but kept her focus on the window next to the bed. She turned and limped like an injured dog. She took one step to the window only to have a pink blur erupt from the door and tackle Twilight into a tight hug.

“Twilight!” Pinkie Pie shouted, tightening her hug and shedding tears on Twilight’s fur. Happy to see she's awake and not dead.

“Pinkie, I… can’t… breathe,” of all the times Pinkie had to do this, it'd be now. "Body... hurts..." how Pinkie knew she was awake was beyond her but her hug made the pain more agonizing.

“Pinkie, let Twilight go! You’re hurting her more than she already is,” Applejack ordered, walking in with the other three element bearers.

“Huh?” Pinkie Pie looked at Twilight and saw that her face was red as a tomato and her cheeks were puffing out, trying to keep in what air was left in her lungs. "Oh," Pinkie Pie quickly released Twilight and watched her inhale as much air as she could before breathing easily, “Sorry” Pinkie smiled apologetically and wiped the tears from her eyes. Rainbow Dash rolled her eyes and shook her head in slight annoyance.

Twilight took a few more breaths. She may be in pain, but she was happy her lungs were intact. She sat down and looked at her friends, “What happened, girls?” She asked and tried to get back up, but the pain prevented her from moving.

“Careful, Darling,” Rarity warned her, “That nasty crash nearly tore you up. I’m surprised you’re still intact from that punishment you took.” Rarity brought in a mirror outside the hall so Twilight can take a look at herself. "Take a look, Twilight."

Twilight looked at herself and widened her eyes in shock. Her head and horn were wrapped in white bandages and half of a blood-stained gauze pad was sticking out from the left side of her forehead. Her body was wrapped in the same bandages with some blood stains seeped through. Her wings seemed fine until she saw her right wing had another gauze near the stem and almost lacked some feathers on it and her left wing was snug against her body being held and wrapped by a second layer of bandages. She tried stretching her wings to no avail; they were pinned pretty good. She took a look at her legs and noticed left and right front legs and right back leg, like her head and body, was also wrapped in bandages with gauze underneath it. She looked at her flanks and saw only her right flank had gauze taped on it. she winced at herself before a pained grunt came out when Rarity placed the mirror back outside the hall. Twilight took steady breaths and tried to ignore the sore pain in her body.

"What happened?" Twilight asked.

“You were pretty banged up when Mr. and Mrs. Cake found you in their attic covered in some of their old junk,” Rainbow Dash explained. "You were out cold when they found you."

"You scared the Cake twins when you crashed," Applejack glared a bit at Pinkie Pie, "What? Just letting her know."

“They're antiques Rainbow Dash,” Rarity corrected her with a bit of irritation in her tone. “Hoof-made objects that took hard work and time to make.”

“Okay, okay, sorry!” Rainbow Dash held her hooves up and backed up a bit “Lighten up, Rarity.”

“How long was I out?” Twilight asked. “And, where’s the cloud?” she grew worrisome and, thankfully, broke a conflict between friends.

“Well, um, how do I say this without scaring you?” Fluttershy shuffled a hoof on the floor trying to think of a way to not freak Twilight out, “Um, you see, you--…”

“--Were out cold for four whole hours, Twilight, Four. Whole. Hours!” Pinkie Pie interrupted. “We tried everything from water to balloons, but nothing would wake you up. You were unconscious longer than Rarity when she hears about or sees a celebrity pony”

“Hey!”

Twilight tilted her head in slight confusion and blinked a few times, trying to process what Pinkie Pie just said, and it kind of worked. If she didn’t talk very fast.

Applejack shook her head and stepped in and took over before Pinkie Pie could break any more brains, “What Pinkie and Fluttershy were trying to tell you was that you were unconscious for two hours. We tried waking you up but there wasn’t anything we could. That crash tore you up something fierce. So, we just waited for you to wake up on your own.”

“That’s what I just said!”

"Lucky for us, Mrs. Cake has the materials need to patch you up before you could wake," Rarity said as she patted Fluttershy on the shoulder. "Then Fluttershy here did all the work."

Fluttershy blushed shyly and smiled bashfully, "It's not much. If an animal is hurt, I do my best to help." And seeing how Fluttershy took care of all those injuries on Twilight, she did an impressive job.

Twilight widen her eyes and dropped her jaw in shock, “four hours?! I was out cold for four hours?!” She started to panic. “What are we doing standing around? We have to stop that cloud before it…”

“Whoa, whoa!” Applejack grabbed her shoulders and halted her from even moving. “I wasn’t finished yet,” She released the alicorn and continued, “The cloud is still out there, but it hasn’t done anything.”

Twilight raised a confused brow from hearing that, “It hasn’t?”

“Nope, all it’s been doing is just standing around making annoying sounds,” Rainbow shrugged.

Twilight struggled to get up but her legs were only wobbling her to fall back down, thankfully Applejack caught her in time and helped her up. “We have to get to that cloud and figure out why it’s here, and what it really wants,” Twilight said determined to find answers as to what’s going on.

“I hate to break it to you, Twilight, but clouds don’t think or want anything,” Rainbow Dash informed. "If it did, then we'd be in Discord's world." She joked but was also making sense, too.

Twilight took a moment to think about that, 'If what Rainbow Dash said is true, then what if the cloud isn't a cloud' her ears perked and realized something, “Then what if it… isn’t…” Her friends looked at her confused before she looked down at the floor and tried to figure out new pieces to this unsolved puzzle. This was beyond anything she could comprehend and trying to figure out what had happened would take more time than usual. If what Rainbow Dash said is true, then this isn’t a cloud at all. This is something different, something new and something possibly dangerous. The thoughts kept rushing through her head until a sweet, innocent voice broke her chain of thoughts.

“Twilight?” Fluttershy softly spoke.

“Huh?” Twilight quickly looked at Fluttershy and answered, “Yes, Fluttershy? What is it?”

“Um, w-what happened when you faced that cloud?” she asked, “You used that force-field to block the cloud, but when it touched your spell you went flying back.” That question got the other mares wondering the same thing.

“Hey yeah, that’s right,” Rainbow Dash crossed her arms, agreeing to what Fluttershy said. “How in the hay did a cloud destroy your force-field and send you flying all the way here?”

Twilight gently placed a hoof under her chin, “Well…” she pondered for a moment. Something like that is gonna be hard to explain, but she carefully explained as best to them, “When the cloud struck with my spell, I thought it would deflect and go off in a different direction. Instead, it felt severely heavy and caught me by surprise which broke my concentration." The other mares listened but had a hard time believing this, but they remained silent as Twilight continued, "It didn’t feel like a cloud at all. It felt like a solid object,” she said while they all looked bemused at this notion.

“That doesn’t make any sense Twilight,” Rainbow Dash said. “A cloud can’t be a solid object. There’s just no way that's possible.”

A rumbling sound emitted outside and caused the mares to hault their talk. Pinkie Pie looked out the window and cooed in amusement as four rows of spear-launchers and catapults start rolling into Ponyville being pulled by royal guards as they march towards the giant wall of dark mass.

*****

Meanwhile, at the Ponyville Railway leading to Canterlot, a small hordes of ponies that didn't make it to their homes gather around to watch this massive anomaly shadow looming over them. Some shared surprised face while others shared similar confusion to the gigantic dark mass before them. The cackles it emitted and the occasional lightning caused some to back up or head back home in fright. Some stayed to eye the dark mass because of how oddly unique and somewhat beautiful it looked. It was truly something to behold.

A light brown colored, female unicorn with a magenta mane and tail and scroll cutie-mark stepped forth a little and examined the cloud with a hippogryph accompanying her, “What in the holy mother of Equestria is that?” the unicorn named Eliyora asked looking up at the wall of darkness with bewildered and shocked eyes.

“Hmm, I don't know, Eliyora. I think it's a cloud of some sort,” Silver Quill replied with a playful, smartallic quip.

Eliyora gave an unamused glare at Silver Quill, “I know it’s a cloud, Silver Quill,” She barked. “I mean, what kind of cloud is it and what is it doing here?”

“Hehe, I couldn't resist,” he looked up at the cloud in question, but it did ring a few bells in the hippogryph's head. “Beats me, but I do remember seeing a cloud like that in a picture book I've read once,” he recalled and thought about what he said. “Or was it a scroll?”

Eliyora raised an eyebrow, “Well, do you remember anything about it?” she asked curiously.

“No idea,” he said openly with a positive smile.

And her curiosity became disbelief, “That was very helpful,” Eliyora said with a sarcastic tone and an unamused stare.

“Hey, cut me some slack,” Silver-Quill said in defense. “I was in middle school at the time. They were having a book sale.”

“Ri-iii-ight,” Eliyora rolled her eyes. “Anyway, do you still have that book or scroll?”

“I think so. It’s probably still in my attic gathering dust.”

A low, nightmareish growl erupted from the cloud and caused them to freeze in place with shocked faces. Chills ran down their spines as they glanced back at the cloud.

The ponies behind Eliyora and Silver-Quill kept their eyes glued on the giant cloud before backing away feeling uncomfortable terrified. The eerie cloud started to sway in certain patterns before slowly increasing its length and approaching the ponies.

“Think we should go find that book?” Eliyora asked with a hesitated and scared tone.

“Way ahead of you,” Silver-Quill and Eliyora quickly booked it and dashed to Silver’s house as fast as they could.

*****

With the anomaly still shadowing over Ponyville, the sky began to dim its usual bright, sunny light as the towering wall of haze began to slowly stretch upward and blanket the clear blue sky and turn it into blood red. The once peaceful clouds suddenly transformed into thick hellish dark, thunderstorm-esque mist. The ponies scattered away from the rising darkness, heading to their homes to lock themselves in and keep their loved ones safe while fearing for the worse to happen.

Ponyville quickly became a ghost town. Not a single sound could be heard from miles on end—except for the sound of rushing winds blowing through the dead husk of the once peaceful small town. The towering wall remained as it was, standing there like a lifeless statue before the sound of stomping hooves and rolling wheels broke the silence.

Many of the hiding citizens poked their heads out of their windows to see Celestia’s elite armed forces close in on the vapor-like anomaly. Their numbers were great. a few hundred or so counting the spear launchers and catapults that rolled by their sides. Most civilians took a moment to sigh a breath of relief, while others looked on in doubt, refusing to believe they could save them for the nightmare growing outside.

As the elite forces circled around town hall and towards the main bridge to Ponyville, a hoof was thrown, halting the soldiers. A large, bulky stallion with fire-red fur and a darkish brown tail wearing a golden, one-eyed helmet and golden armor stepped forward to take a look at the mission he and his soldiers were ordered to deal with. It stood feets away from them a good chunk of space to fire their weapons when needed. The commander of the royal elite forces, Duke Nuke, glared blood-coated daggers before gazing down at the ground to think.

“Was Celestia telling the truth about this thing?” he spoke to himself in a low, grumbly voice. “Is this thing supposed to be as dangerous as she claims it to be?” he glanced his attention back on the dark anomaly before turning around to face his soldiers, “Listen up!” all the soldiers stood in place, spears up, eyes straight with confident faces. Duke gave them an approving nod before advancing, “Gentlecolts, what you are seeing is nothing we’ve ever seen before. Most of you are aware of what we all went through; like Chrysalis’ army and Nightmare Moon. But from what Celestia herself had told me that this thing is something far beyond what we have been trained for,” he sighed but gave them a reassuring look to those who actually did look at the anomaly behind him and showed fear. “But that doesn’t mean we should be ready to fight. Our oath is to protect Canterlot, protect Ponyville, protect our home!” he pulled out a golden spear from its holder and raised it in the air. “Are you ready, soldiers?” he shouted as the rest of the army copied his action and shouted ‘For Equestria!’

“Commander!” a familiar voice called out.

Duke Nuke turned to see Twilight carefully approach him while Applejack was holding her around her shoulder. The other elements shortly joined and stood by her side.

“Princess Twilight,” Duke bowed but looked at her worriedly. “What are you doing out here? It’s too dangerous.” he said as he then looked at Twilight shocked to see her battered and beaten, “Princess, what happened to you?”

“That’s not important right now," she grunted in slight pain but she quickly ignored it and spoke to the commander, "What's more important is that what we’re dealing with is not normal.”

Duke Nuke raised a brow, obviously believing that statement, “You’re telling me this?” Duke said with a 'no shit' tone. “Whatever that thing is, it has Celestia shaken in her hooves.” This gave the element bearers a look of shock and disbelief. If something like this could scare Celestia, then they now know this was more serious than anything they’ve faced before.

“But it’s only a cloud. Clouds can't be threatening. They can be maneuvered away,” Rainbow Dash said, trying to disprove what the others thought. "This isn't a big deal."

“Will you open your eyes, Rainbow Dash?!” Fluttershy snapped, getting her and everyone else’s attention. “That thing is not a cloud! Quit trying to tell everypony that what they’re seeing isn’t what you think it seems,” she growled in anger. “It isn’t a cloud, Rainbow Dash. Clouds don't act like” - she pointed to the hazy wall - “That!” She then pointed to Twilight, "And hurt ponies like Twilight."

Rainbow Dash stepped back a bit and looked at Fluttershy somewhat scared. Everyone went quiet for a minute to process what just happened as Rainbow Dash tried to speak, but her words were stuck in her throat, “I… I, uh…” she couldn't really fight back against Fluttershy when she's like this. And she was proven wrong, she's proven wrong -- especially by her timid friend.

“Fear not, everypony!” an unknown, yet familiar voice spoke out. “Your hero has arrived!”

Twilight, Duke Nuke, the elite army, and the element bearers shifted their attention to the main bridge to see a familiar blue unicorn with a silvery, light blue mane pose boastfully to her audience.

“Trixie?” Twilight cocked her head to the side and raised a brow, surprised by her sudden appearance. “What in Equestria does she think she’s doing?”

Her answer was quickly given when Trixie spoke out them, “Fear not, for the great and powerful Trixie will stop this giant cloud from destroying Ponyville!” she exclaimed as some of the citizens of Ponyville poked their heads out to watch Trixie.

“She isn’t?” Rarity widened her eyes.

Trixie turned her head to face the hazy cloud as she prepared to use one of her spells.

“She is!” Pinkie Pie said as they, and the commander, galloped over to the clueless mare to stop her before things got any worse.

"Can someone get this mare away from that cloud?" Duke Nuke ordered but received no replies.

They were too late, however, as a sudden massive pulse erupted from the cloud wall and engulfed all of Ponyville and its residents, and stunned the approaching ponies.

"What was that?" Applejack asked confused by what just occurred. The other mares couldn't figure out what just happened either. Whatever that was, it looked like it didn't harm a single thing; which was all the more worrisome.

Before any of them had time to figure out what just happened, Trixie pointed her horn at the cloud wall and started to use her magic, only to have nothing come out, not even a spark.

“What?” Trixie narrowed her eyes at her horn before trying again, only to come out magicless. “What’s going on?”

“Get away from there!” Duke shouted at Trixie, annoyed at what she’s doing. It got her attention real quick.

Trixie turned around to see Twilight and her friends and the army standing before her, but she also noticed Twilight’s injuries, “Twilight? What happened to you?” she asked.

“I should be asking what you’re doing. You need to get away from that thing. It isn’t a cloud,” Twilight warned her as best as possible.

“Nonsense,” Trixie said as she smirked. “It’s obviously a cloud.” She laughed in amusement, completely unaware of six glowing red eyes beaming down at her which everyone soon took notice of.

Twilight and few other ponies then looked behind Trixie to shockingly see a large, hazy bulge slowly appear out of the wall. Their faces quickly turned horrific when they watch the huge mass quickly manifest and change into a giant clawed foot and hover above Trixie. The army backed away along with the Duke Nuke and the elements.

“But if it isn’t, then what is it?” Trixie asked while watching them back away from her. “Giving Trixie space Trixie sees?” she smiled and chuckled, “Good, Trixie needs plenty of space.” She closed her eyes and turned to face the hazy cloud, “Now, watch in awe as the great and powerful Trixie vanquishes this”- she opened her eyes to see the manifesting foot above her- “cloud?”

“Get out of the way, Trixie!” Twilight called out.

But it was too late. Trixie eyes widened, paralyzed with fear. She was unable to move as she gazed up at the oncoming object. And just as fast as it appeared, the forming clawed foot fell down and crashed on top of Trixie. The earth beneath it cracked as it landed.

Twilight and the elements watched in horror as Duke Nuke sharply turned to his forces and shouted, “All units prepare for battle!” earth pony soldiers steadied the spear launchers and catapults, pegasi soldiers readied their spears; but the unicorn soldiers couldn't start up their combat magic. They struggled but were unable to use their magic. Duke caught this and quickly grew annoyed, “What’s the deal here soldiers? Why aren’t you preparing?”

One guard spoke out to him, “We’re trying, but we can’t use our magic” he grunted and tried to force his magic out, but was unlucky like the rest.

“What?” Duke barked. “We're about to fight a monster! I don’t need to see you guys lollygagging about…”

His shouting was cut off as the sheer impact of terrifying cackles and roars crashed into his eardrums. Duke quickly turned his head to see a sight he thought he could only see in his nightmares. The mane six quickly got out of the way as the wind picked up again.

When they rushed back into Sugar Cube Corner, Twilight glanced back to see the cloud wall slowly manifest and separate from the clouds above. The hazy leg completely manifest as it pulled its forming owner. Another leg manifested from the haze and stomped the ground underneath, shaking homes and stores. Twilight stood in front of a window to watch this new horror.

Duke stood firm and watched as the six red eyes lean out from the hazy wall and roar throughout Ponyville, then slowly manifested into three shadowy draconian heads. The haze began to shrink as a large, draconian figure stepped forth and pulled itself out of its hazy mass while still manifesting into its true form. The heads leaned forward again to reveal three serpentine necks. The shadows surrounding the massive dragon slowly faded from its feet, changing from a shadowy black to a golden yellow.

Rarity joined Twilight to see what was going on. She wished she hadn’t as a jolt of fear stunned her as she watched a massive form appear right before her eyes. She watched as the haze quickly shrank and formed a swaying tail with dual tips. She then looked at the body before noticing the change in color; she saw the still darkness turn into gold, scaly chest and abdomen, yet showed no signs of arms during its transformation. She allowed her eyes to trail up and follow the rising manifest, watching it morph into three, long necks with the exact same golden scales. Then she finally stopped at the end of its transformation: the heads. As the darkness faded, out came three demonic, draconian heads. They shared the same curved, bony horns on each head with two extra horns on each cheek. Their faces were snarled and their lips curled, each revealing sharp, jagged teeth. The three heads then separated to give space for one another, and slightly slither before straightening their necks for a decent stretch before snapping their eyelids open to reveal their blood-red, primal induced eyes.

An earth pony soldier stood by Duke Nuke’s side as they and the mane six watched as the mother of all dragons stood before them and Ponyville, “Uh, sir, what did Princess Celestia tell you again?”

Duke Nuke gulped and spoke as best as he could, trying not to let fear overtake him, “She told me to gather every troop and escort them into battle, because what we’re seeing now may just be the greatest threat Equestria has ever faced. She told me its name, and how she said it is something I’ll never forget. Prepare for battle soldiers, because we are about to face”– the dragon leaned its heads back- “King Ghidorah!”

The massive, three-headed dragon thrust its heads forward and bellowed loud, ear-piercing cackles and roars throughout Ponyville.

All the fear and horror within Rarity suddenly erupted into a blood-curdling, terrified scream that echoed along with the roars.

*****

In a decent mountain not too far from Ponyville, another massive form was resting inside a cave before hearing a familiar, faint scream embed in its ears. An eyelid snapped open as a green iris motioned to the direction of the scream.

'bout time I got this chapter done! lol.

Princess Celestia walked out on the balcony of her room. She looked over the preparations of her armed forces through her telescope, only to find horror slamming into her like a rock as she saw the one thing she feared had finally revealed itself.

“No,” she was right all along. She narrowed her telescope on the spot where her army should be. They were there, but they were not attacking, “What’s going on? Why aren’t they attacking?” Celestia said with a terrified tone in her voice.

Luna entered Celestia’s room and noticed she was outside on her balcony, “Oh, big sister, I was looking all for you,” She quickly noticed the troubled and horrified look on Celestia as she removed herself from her telescope to gazed upon the nightmare that made itself known to Ponyville. “Is something wrong, dear sister?” Luna walked up to Celestia and stood by her side and looked over the horizon, only to share the exact same horrified look Celestia had. “Is… Is that?”

“King Ghidorah, yes.”

“But I thought you locked him away? How did he escape his prison?”

“I’m not sure, little sister,” Celestia shifted from horrified to serious. “But I do know that we need to put him back in there before he causes havoc, again,” she gave herself a disappointing sigh. “And I fear I just made a grave mistake in sending my army to face Ghidorah.” She has questions and she needs answers for them.

“But sister, surely they can hold off that beast before we get there, right?” Then something clicked in Luna mind. “We?”

Celestia stood there in silence before giving her sister straight answer, “No…”

*****

Terror and fear struck Ponyville as King Ghidorah shadowed over the poor town and gazed his six blood-red eyes down at the army that stood before him. The ancient dragon merely cackled in laughter at them for thinking they would attempt to stop him. Ghidorah took a step and started to advance into Ponyville.

Duke Nuke glared at the towering dragon. He tried to keep himself calm from the hesitating pressure building up inside and in a situation like this. He was uncertain of whether he should order his troops to attack or wait for this three-head leviathan do something, but it dawned on him that waiting for that dragon to make a move would be a great mistake. He shook his head and cleared his mind before facing the approaching terror.

Twilight carefully wrapped and arm around Rarity, but she kept her eyes glued on the massive dragon. Having mixed reactions --shock, fear, disbelief, confusion, and amazement-- she could not comprehend what was reflecting off her eyes. Of all the things she’s seen, the creatures she saw, this was by far the most unique creature she’s ever seen.

“What is that thing?” she asked herself. “Is it a Hydra, a dragon, or both?” these questions burned through her mind like wildfire. Her determination to find out what this creature is intensified until a new question popped in her skull as she watched the dragon halt his walking: why was the head on the left looking straight at her? Then she heard Duke Nuke.

“Prepare to fire, soldiers!” Duke ordered, raising his arm as a start to signal the troops. Even without the aid of unicorn combat magic, they still had to try and do something.

King Ghidorah’s heads scattered their vision in different directions once it stopped its progression. The left head focused on all the buildings and structures. The right head beamed its sights on Twilight in the oddly shaped building. And the center head gave its full attention to the army. So many choices, it was almost agonizing. But the decision was quickly made, however, as red electrical sparks slowly surged around the center head’s head horns, and the two other heads gave their attention directly to Duke Nuke and the elite army. Confusion engulfed Twilight and Duke, but that instantly changed to frightful anticipation when bright, crackling streams of electricity slithered out and danced over the edges of the right head’s mouth.

As Duke was about to give the signal, he and his army noticed the glowing sparks emitting around Ghidorah’s right mouth crackling to life. He knew what dragons were and what they were capable of. He wasn’t a fan of them and would rather stay with his own kind rather than meet one up close. It was common sense for any pony to do because dragons were dangerous to ponies. At least that’s what he assumed when he heard of Princess Twilight’s dragon friend Spike. A dragon raised by a pony to be nice and friendly? It was hard to believe, but it was possible. Spike was the only exception; this one wasn’t. And he knew dragons had the ability to breath fire, but to his surprise that wasn’t the case here. Watching red, surgical electricity was new but the brightness it emitted was distracting at best. Brighter and brighter it became and it drew the attention of almost everyone in Ponyville.

Having the Cake Family successfully down in the storm shelter in the kitchen, Rainbow Dash, Pinkie Pie, and Applejack joined Twilight and Rarity to see what the commotion was before getting a view of the terror outside. Needless to say, they expected to find trouble. They didn’t expect to see the trouble being a gigantic three-headed dragon; it looked as big as the red dragon they dealt with before, if not bigger. It was hard to make out its size when they were inside Sugar Cube Corner. Fluttershy would’ve joined them and see the massive creature outside, but her fears engulfed her and forced her into hiding under a table and hiding her face behind her mane and hooves, shivering in utter terror.

Twilight watched, confused and fascinated by the red light the massive creature was giving off. It was simply beautiful and somewhat hypnotic. The crackling, sizzling sounds coming off of it, however, clicked a time bomb in her mind. They sounded familiar to her, almost as if they sounded like—

Twilight gasped as the dragon’s right head leaned back. She had to act fast. She pushed herself to turn to her friends, ignoring her pain and shouting, “Get down” before tackling the four confused ponies onto their backs.

With a mighty thrust and a snap from the opened jaw, King Ghidorah’s right head launched a red, jagged stream of electricity with a loud, powerful burst. It flew over Duke and his army, leaving Twilight and her friends to hear a loud buzzing noise outside of Sugar Cube Corner.

Duke Nuke tried to follow the strange, electrical current, but the second he gazed back he saw where the static stream was going to hit. A bright flash of pure white erupted and engulfed his vision, forcing him to cover his eye. The army suffered the same fate as well. An explosion set off behind them. The ground rattled and shook under their hooves causing almost half of the soldiers to lose stability and collapse or fly forward from the impact of the explosion. Twilight and her friends covered their eyes and quickly hid under the table with Fluttershy as the ground beneath them momentarily shook violently; most of the furniture crashed to the floor and antiques slid off their shelves.

The explosion slowly ceased and the magnitude instantly stopped. Duke Nuke removed his hoof from his eyes and turned around, only to wish he’d stay blind. The soldiers who were knocked out soon recovered and rose back on their hooves. They turned just like their commander but widened eyes in complete shock from the sight in front of them. Most of the citizens peeked out their windows and saw what had happened as well. A few gasped while other citizens gave their attention to King Ghidorah.

Twilight and the other mares felt the devastation had ended. A wave of relief caressed them, but they couldn’t help but urge to go outside, and they did. They rushed out from under the table and quickly ran outside to see the damage. What they saw gave them such heartbreak and dismay.

The heart of Ponyville, the Town Hall, had been obliterated and reduced to nothing more than soot, ash and debris.

A surge of rage, sadness, and grief coursed through Duke Nuke’s body. He made a vow to always protect those from evil’s presence at all costs, but seeing the sight before him happened so fast, so sudden. If any pony happened to be in the Town Hall… no, he didn’t want to think about that. His rage intensified and the fire reflected on his vengeful eyes. He jerked around and faced King Ghidorah with a snarl on his face. This creature attacked a civilization; time to fight back.

“Soldiers!” Duke called out, and almost immediately the soldiers got into position and waited for orders. Duke raised his arm as he locked his rage-filled dagger eyes at King Ghidorah who was mocking them with eerie, rhythmed cackles. Duke just growled at him in return, “Cackle at this, you yellow bastard!” he thought as he swung his arm forward. “Attack!”

Without any hesitation, the assigned soldiers started their weapons and fired explosive and iron-tipped spears, fire-soaked boulders and giant cactus balls with poison-tipped barbs. The unicorns-- even without magic-- made themselves useful by throwing all sorts of hoof-made grenades—from Molotov cocktails to flash bangs to stun grenades. One after another, the soldiers fired everything they had at the looming Ghidorah, not giving him a chance to step foot in Ponyville as their weaponry clashed against his golden, arrow-shaped scales.

King Ghidorah wailed in sheer agony from the effects the weapons that are assaulting him; it was music to Duke Nuke’s ears. Ghidorah curled his three necks and covered his faces as he crouched down on one knee to keep himself from being pushed. He was still shrieking in agony as he did.

As brave as they did, Twilight and her friends barreled their way out of Sugar Cube Corner and headed straight to the Town Hall, leaving the elite army to go check if there were any survivors. Only Pinkie Pie looked back as they galloped and all she saw were explosions, gases, and flashes. If this was some kind of new party, she wouldn’t want to be part of it and she’d much prefer confetti over spears. And she’d rather party with a guest that wasn’t an eighty-six meters tall and scary as it is. The last thing the mares heard was Duke Nuke and his army shouting before they managed to head to the destroyed Town Hall. Twilight approached some debris and pushed them away and headed inside.

“Come on, we have to search for survivors,” Twilight said as her friends stepped in and joined the search. Applejack and Rainbow Dash kicked away at some lumbering concrete and shattered floor tiles, but saw no sign of any survivors. The Town Hall had parts of its bottom half still standing, looking like stalagmites in a cave. Fluttershy and Pinkie Pie carefully shoved some wood and tiles to make a pile. Rarity walked down one hall and found the assistant’s office-- what’s left of it-- and walked inside. She called out to whoever could hear her. Her call was thankfully answered, but faintly. She thought she was hearing things at first due to the fires dancing in some parts of the destroyed Town Hall, so she called again. This time a more gravely, pained groan and weak ‘h-help’ answered her.

Rarity gasped and rushed over to a wrecked desk and carefully moved and pushed the debris off of whoever survived. She moved one last piece of broken desk before seeing who it was. She gasped again and called to her friends, “Girls, I found a survivor!” they stopped what they’re doing and quickly ran to her side.

“Where?” Twilight asked as Rarity pointed in front of her.

They saw what she was pointing at. Twilight and Applejack covered their mouths and Pinkie Pie drooped her ears. Fluttershy wanted to cry. And Rainbow Dash had anger clouding her mind. They couldn’t help but grieve as they saw Mayor Mare lie on the floor with a piece of wall smashed on top of her lower back and hind legs, bloodied and crippled; and barely alive. It was a grotesque sight.

Twilight slowly approached Mayor Mare as she weakly looked up at her, barely breathing, blood oozing out of her mouth, “T-Twilight….” She weakly spoke.

Tears slowly developed under Twilight’s eyes. They slid down her cheek as she heard the short, weak breaths of her dying friend, “P-please, don’t talk, you’re going to be fine, Mayor,” she said as she tried to use her magic to lift the wall piece off the dying earth pony to no avail. “W-Why can’t I use my magic?” she said as she tried to force her magic out only to fail again. “Come on, come on!” she desperately tried, but no matter how forceful she got, not one spark jumped out of her horn.

“T-Twilight…” The mayor weakly called to Twilight, making Twilight stop her fighting so she could look down at her friend, who in return gave her light, yet calm eyes; she wanted to tell Twilight something. Twilight leaned her head near Mayor’s muzzle and listened very close to her last words. The five behind Twilight watched grieve and sadness, agonized by the terrible scene.

“Y-yes?”

Mayor Mare weakly lifted her head close to Twilight’s ear and faintly spoke only one word, “Run…”

Twilight looked at Mayor Mare confused. She wanted to know why Mayor said that, but the confusion quickly turned into heartbreak as Mayor Mare dropped her head and lied there on the floor; her last breath escaping her lungs. Twilight quivered her lips as she placed her hoof on Mayor’s eyes and closed them.

“What did she tell you, Twilight?” Fluttershy asked as she wiped her tears away.

Twilight shook her head to pull herself together and turned to her friends and replied, “S-she told me to… ‘Run’,” the five mares gave her confused and questioned faces.

“What did she mean by that?” Applejack asked.

A large shadow slowly rose over the destroyed Town Hall. Twilight and her friends gazed up at the direction of the shadow, only to see King Ghidorah rise with the army still attacking him.

“I think… I know what she meant,” Rarity backed away. The others repeated her motion before they quickly ran out of the Town Hall and away from King Ghidorah and the elite army. They managed to run a few feet near the train station before stopping. Twilight happened to notice train station.

“Everyone let’s head to the train,” Twilight suggested. “We can’t stay here. We have to leave Ponyville, now!”

Rainbow Dash pointed back at the army, “What about them? Shouldn’t we get the elements of harmony and help them fight back that monster?”

Twilight shook her head, “We can’t. It’ll be too risky to get them while that fight is going on.”

“Well, what are we going to do now?” Rarity quivered her body as she sat down.

Twilight looked down and thought about it for a second before looking back at her friends, “I don’t know. I guess we’re going to need Celestia’s help for this one. I just hope the army holds off that dragon long enough for us to--” eerie cackles emitted in their ears as they look back at King Ghidorah, only to see the army had stopped their assault. “What’s going on?” Twilight watched in anxious anticipation before noticing the goliath dragon looking down at the army.

As King Ghidorah watched his adversaries halt their assault, he noticed the confusion and horrified look on their faces. This amused the alpha dragon, a lot. He then aimed all six eyes at the leader of that measly attack, who in return gave him a look of disbelief, then a glare of retaliation.

Duke Nuke’s army halted their assault. One by one the tried reloading their heavy-hitting weapons while Duke barked orders to them, “Round two, soldiers!” he stood bravely. “Don’t give this multi-headed bastard an inch to move!”

The soldiers successfully reloaded their weapons and took aim, ready to fire again. Unfortunately for them, however, most of the citizens decided to haul out of their homes and shelters and break for the other path that exited Ponyville -- passing the Town Hall as they did. This caused a distraction for both Duke and his army, and ultimately drawing King Ghidorah’s attention. Twilight and her friends were caught off-guard by the sudden event, getting roughly bumped by oncoming ponies.

Rainbow Dash and Fluttershy managed to fly out of harms way from the stampeding ponies, but Applejack, Pinkie Pie, Rarity and Twilight were not so fortunate. The alicorn, unicorn and earth ponies where being bumped left and right by oncoming civilians. Twilight tried to fly as well, but the injuries she received earlier were proving difficult. She saw a gap and noticed Rarity and Pinkie Pie made it out safe and sat under a tree; though Pinkie Pie looked a little banged up while Rarity only had a scratch. Twilight tried to shoot the gap but couldn’t because of ponies constantly bumping into her. Without her magic, she couldn’t escape this. She tried to stay up so she couldn’t get trampled. She grunts in pain until something swiftly slid under her and carried her and jumped a good distance before landing next to the tree Rarity and Pinkie were at.

Twilight opened her eyes and saw she was on Applejack’s back. Applejack turned her head and nodded to her with a small smile. She saved her life in the nick of time. Twilight smiled a bit and nodded back to her. She’ll owe her one later.

Rainbow Dash and Fluttershy soon flew back down with their friends and checked to see if they’re alright. Twilight assured them to not worry, but that wouldn’t be saying much as the six mares gazed back watched the army fend off against the giant dragon.

“What are you all doing, get back in your homes!” Duke howled, but no one responded. A few ponies bumped into some soldiers and accidentally redirect they're aiming at some homes and other ponies – thankfully, they weren’t activated. The soldiers quickly aimed their weapons back at King Ghidorah when they heard a strange laugh echoing in the air and catching not only the soldier’s attention but Duke Nuke’s and Twilight’s, as well.

“What in the world?” Twilight said as a bright yellow orb appeared in front of King Ghidorah’s chest and shot towards the sky, and over Ponyville. Twilight and her friends followed the strange orb before it disappeared in Canterlot, “Girls, we need to go, now!” without hesitation, the six mares darted for the train station, avoiding ponies along the way.

Duke followed the light’s trail but quickly gazed back to King Ghidorah, “I don’t know what that was, but I don’t care. Celestia ordered us to get rid of you, and we’ll happily do so,” he glared and raised his hoof. “Soldiers!” the soldiers took aim. “Fire!” Duke swung his hoof as spear-launchers and catapults were fired again.

Like before, King Ghidorah wailed in pain as the weapons bombarded him over and over, causing him to drop on one knee and roll his necks to protect his face.

Duke watched King Ghidorah squirm, delighted to see that he and his army are winning. He smiled arrogantly, thinking that he and his army have the giant dragon pinned and that Celestia might’ve been overreacting about King Ghidorah; he’s nothing but a coward, “Keep up the good work, soldiers. We have him right where we -- wait?” his smile faded as he noticed the multi-headed dragon slowly rose and stood back up, uncurling his necks and glaring down at them with his blood-red eyes.

One spear -- an explosive tipped -- flew into the air and clashed against King Ghidorah’s golden-hued scaled. The spear detonated and exploded in a large dust cloud, but as it evanesced into the air the ‘wound’ that the spear was supposed to inflict never showed.

“What?!” Duke snapped in surprise. “That didn’t faze it? Are you kidding me?” Duke howled irritated as he turned to his army to order them to fire again when he noticed something strange about his soldiers – they just stood there gazing up at the dragon. He was confused but irritated as he scowled at them, “What’s going on, why are all of you standing around? Get the weapons ready!” he barked, but got no response as he noticed them shivering in their hooves. “Are you serious? It’s just a dragon! We can” -- he turned around to face the golden dragon when he to saw what spooked them -- “win this?” Duke stood stiff as he gazed up at the dragon before him. It didn’t take him long to realize that King Ghidorah had no injuries around his body. His breathing decreased. A chill crawled up his spine as he locked his eyes with six, glowing red eyes. No injuries, no scratches, no nothing. It’s as if King Ghidorah was just toying with them.

“What the hell?” he whispered as fear slowly took over. “I thought we had you cornered?”

King Ghidorah cackled, laughing at them like they were toddlers playing with toys. His three necks slithered and swayed slowly as he ventured to Ponyville. One step destroyed the bridge over the creek, another shook the ground and another stopped King Ghidorah right at the entrance. The golden alpha dragon beamed his six eyes at his adversaries before flaring his teeth at them and drooling with anticipation. He let out another cackle before stopping dead silent.

“… Psych,” a low, grumbling, eerie voice spoke and caused the army of soldiers to back away as red electricity crackled and surged around King Ghidorah’s head horns.

Duke Nuke gasped and turned to his soldiers, “Retreat-” but it was too late, the golden dragon released jagged red lightning bolts from all three head. One struck the ground near a crowd of panicked ponies, another destroyed empty and occupied homes and stores, killing any ponies that remained inside, and the last made contact with the army of soldiers, exploding upon impact and instantly killing or vaporizing the soldiers. Their screams were the last thing heard before succumbing to the red electric death.

Duke never saw it coming. He blocked his eyes as he was sent hurdling in the air. He flew back and crashed through the roof of a pony’s former home, leaving a hole in the roof. He slammed hard against a coffee table and shattering it to pieces. He was out cold the moment he landed.

King Ghidorah roared, letting all know that death has come to take them. He glared at his targets and launched another torrent of lightning bolts, destroying and killing everything it made contact with and caused explosions to thunder the area. King Ghidorah cackled as he marched into Ponyville and fired bolt after bolt and stomping on homes, foundations, and stands. Ponies screamed bloody murder as they lightning beams assaulted them; it was music to Ghidorah’s ears.

Twilight and her friends managed to make it to the train station unscathed, but a sudden explosion caused them to pause and hold their ground as they turned their attentions back to Ponyville. They gasped in horror as they watched their home town suffer annihilation by the golden dragon. Rainbow Dash flew to up to face King Ghidorah but Applejack quickly grabbed her tail with her teeth, preventing her from leaving. Rainbow Dash jerked her head around and glared at Applejack. She wanted to help. She wanted to stop the monster from attacking her home, but every time the urge to go back came up, Twilight or Applejack would stop her. It was very frustrating.

“Rainbow Dash, I know you want to help, but there’s nothing you can do!” Twilight said, trying to get her friend to calm down.

“I know that, but I want to at least try!” Rainbow Dash barked with desperate anticipation as Applejack released her tail.

Rarity sat down and looked back at Ponyville and watched in heartbreak as her hometown was being attacked. She looked down at her swollen belly and placed a gentle hoof on it. She almost shed a tear until she heard the buzzing of the monster’s lightning and an explosion. She beamed her eyes at the spot where the monster attacked before realizing where it hit. She gasped in shock and terror as she remembered something that rammed into her like a bull. She quickly got up and bolted back to Ponyville, heading to her boutique, “Sweetie Belle!” Twilight and the others quickly noticed and chased after her.

“Rarity, stop!” Pinkie shouted.

“No, I need to save Sweetie Belle! I forgot she’s still at the boutique,” Rarity retaliated as she carefully dashed back to Ponyville. Applejack gasped, completely forgetting about her family as she caught up with Rarity, but not to stop her and confusing Twilight and the other mares. Rarity saw this but looked straight ahead; focusing on the task she gave to herself, with Twilight and the others in hot pursuit.

Twilight and the others returned to Ponyville. Homes and stores were demolished. They tried to ignore what’s around them but it was hard to. It was devastating, if not ghoulish, when they saw other ponies, their friends, lying deceased on the ground – bloodied, battered and torn to shreds. Fluttershy immediately hyperventilated and tried to scream, but it was replaced with a burst of vomit. Pinkie Pie and Rainbow Dash held in their guts and stood strong before they and Twilight noticed the murderer feets away from them, kicking remaining homes down to their foundations. Applejack gritted her teeth in anger and annoyance, wanting to grow to that dragon’s size and beat the living crap out it—Rainbow Dash was also on that boat with her.

With the three-headed dragon occupied, and them on the other side of Ponyville, Twilight took the opportunity to get her friends, and herself, to sneak around the dragon and head to Rarity’s boutique, but as she was about to speak she spotted Rarity galloping away.

“Rari--…!” Twilight covered her mouth to not attract the behemoth’s attention.

Twilight groaned and made a mad dash after Rarity, ignoring her injuries again. Rainbow Dash and Applejack followed behind while Pinkie Pie tended to an ill-fainted Fluttershy. Fluttershy took a few calming breaths before getting back up, and sort of regaining her composure. Pinkie Pie and Fluttershy then dashed after their friends while also trying to avoid detection from the giant walking death machine roaming around what’s left of Ponyville.

Twilight and her friends stayed on course and managed to catch up to Rarity, but their race came too late. Rarity sat on her haunches and widened her eyes in shock and heartbreak. Her lips quivered as her eyes absorbed the sight before her. She slowly hyperventilated as her once beloved and beautiful home— the Carousel Boutique— had been destroyed into a huge pile of rubble and debris.

Twilight and the other four gasp in shock before looking at the heartbroken Rarity.

“Rarity?” Twilight slowly approached Rarity.

Before Twilight could get closer to her friend, Rarity finally broke down and bawled in agony, pain, and depression. Her cries were loud enough to echo through the air and cause attention to those who could hear it.

“Sweetie Belle!” Rarity called out. “Sweetie Belle, where are you?”

“Rarity, pipe down,” Rainbow dash whispered. “Do you want that monster to come over here and kill us?”

Rarity ignored Rainbow Dash and called out to Sweetie Belle again, but Rainbow zoomed up to the trembling white unicorn and quickly covered her mouth while holding her in a tight grip.

“Will you shut up, Rarity?” she didn’t want to do that, but she had no choice. Rarity was bawling so loud, it could wake a sleeping Ursa Minor.

Twilight and the other mares approached Rainbow and Rarity to try and calm them down until Rarity’s horn shined a light blue. Rarity glared hateful, angry tearful red eyes at Rainbow Dash until a magic burst knocked her off and surprised the others.

“Did Rarity just use magic?” Applejack asked in a slight whisper.

“How can this be? I thought that dragon’s wave canceled all unicorn and alicorn magic?” Twilight pondered as Rainbow Dash groggily sat back up with a slight grunt before she noticed Rarity giving her a death glare of her own. Her irieses shifted from normal to primal-looking eyes.

“Whoa! Okay, Rarity, please calm down,* she scooted herself back a bit, fearing something was very wrong with Rarity. “We can’t risk that dragon finding us, and what’s wrong with your eyes?” Rarity snarled before she turned around to go find her sister, ignoring her friends.

Applejack and Twilight approached Rainbow Dash, “What was that all about?” she asked confused and irritated.

“I don’t know,” Twilight said. “Maybe that dragon had something to do with it.” she could only guess before Pinkie Pie spoke.

“Then why don’t you go ask him yourself?” Pinkie pie shuddered, looking back and pointing up as a large golden clawed foot landed with a quaking thud and caused the ponies to quickly turn around with horrified faces. They stare up at the colossal dragon that stood a couple feet away from them, yet his shadow still blanket over them.

King Ghidorah took another large step and crushed a shack underneath. His six red eyes glared down at the six ponies like a predator. Thanks to his super hearing, and a certain white unicorn, he was able to track them down easily. His three heads breathed cackling hisses as he slightly leaned his body down. His necks slithered towards Twilight and friends, but mainly towards Twilight.

Twilight backed away but tripped over a branch and fell on her haunches. Her friends just stood there stunned in terror as the hydra-like dragon drew closer to them, flaring his serrated, curved teeth at them. His center head focused on Twilight while the other two gazed their demonic eyes on the other five, perhaps a quick snap wouldn’t hurt.

Being without magic, all Twilight could do was watch in horror as the golden dragon drew closer to her and her friends. Applejack and Rainbow Dash quivered in their hooves, paralyzed in fear. Pinkie Pie’s Pinkie senses were on overdrive, causing her to shake like a rattle. Fluttershy fainted from sheer shock. Rarity was the only one able to sit still, but her back was turned and she looked at the murderous beast with only one sad, angry, puffy, teary eye. Twilight whimpered as King Ghidorah drew closer to her. She wanted to cry, she wanted to call for help, but help was highly likely. She closed her eyes and waited for the worse, “Celestia, please, help us!”

King Ghidorah opened his jaws until a loud, vengeful roar erupted out of nowhere and echoed across Ponyville, causing a brief silence to shadow the area. Only the sound of roasting fire denied the silence.

Twilight opened her eyes, confused but also relieved. She wasn’t the only one who heard the roar, however, as she looked up at a confused King Ghidorah. Applejack and the other four also shared the same puzzled look.

King Ghidorah slowly turned his body to his right as he rose to his full height. As he did, another giant draconian figure stepped into Ponyville and approached him. King Ghidorah just watched as this newcomer growled at him with ferocious intents and flared its primal eyes and serrated teeth, challenging the golden dragon. King Ghidorah would’ve laughed at this smaller dragon’s attempt of intimidation, but something seemed familiar about this one. It was very interesting and puzzling, but in any case, he will kindly accept this dragon’s challenge for the fun of it.

Twilight quickly rolled on her hooves and got back up. She and her friends beamed their eyes at what the three-headed dragon was looking at. What they saw completely caught them off-guard. Another massive dragon appeared and approached the golden abomination. Twilight gazed at the other dragon and looked at its features. It stood sixty-five meters, bore a long neck, long tail, body structure was able to stand bipedal and quadruped, rows of green spines on its head down to its tail, and it had purple scales throughout its body with a tan underbelly.

“No way, it couldn't be?” Twilight said flabbergasted at the other dragon, “Is that…”

Rarity raised her head and gasped in surprise, “Spike!” she walked up to Twilight’s side, sharing the same look. “He came back, he actually came back,” she smiled softly and her heart rose as the one she loved returned to her and everyone else.

Spike growled and unleashed an earth-shaking roar, demonstrating his power to Ponyville’s attacker; which actually impressed the three-headed dragon. He stood up on his hind legs and flared his teeth and claws, sending out a challenge to King Ghidorah before roaring at him, again.

King Ghidorah stood in a battle position and glared his six red eyes at the smaller dragon, gladly accepting his challenge.

The Battle for Equestria was on.

Spike growled and glared angry, vengeful eyes at the other dragon standing on the opposite side of him. He’s seen dragons like Garble, Bulldoze and Crackle but has never encountered a dragon like this, especially one with three heads and dirty golden scales. Spike would’ve been mind-boggled and confused by the sight if it hadn’t been that his mind was already encased with rage and revenge. This creature, this murderer, attacked his former home and nearly killed all of his friends. He’ll make sure this dragon won’t forget the mistake its made.

“Before I kick your golden ass, who are you? And why did you attack my friends?” Spike asked.

King Ghidorah middle head gazed his murderous eye at the smaller dragon. The two separate head glanced at different parts of the purple dragon then back to his face. He assumed this opposing dragon didn’t seem much of a challenge to his raw power. But for some reason, he felt a surge of recognition towards this dragon. He was slightly confused and questioned himself, but growled in annoyance at this feeling; he should be killing this dragon, not ponder about it. And the fact that this dragon had no clue who he was didn't help. He’ll make quick work of that soon. But for now, he'll have to put his murderous intents aside for he had no desire to kill this dragon; not yet at least. This confusion was agitating him to the point that he too had questions of his own.

“I’m surprised you never heard of me, young dragon,” King Ghidorah responded with a sadistic glare.

Spike flinched and leaned his head back a bit, completely caught off-guard by how this dragon talked. His voice sounded deep and resonant with an underlying growl. As much as he quivered under Chrysalis’s voice when he was younger, this dragon’s voice sounded like it could make anyone’s heart bleed.

“Should I know who you are?” Spike asked, confusingly. “I’ve never seen a dragon like you before. No other dragon has ever mentioned you,” At least that's what he thought. Was he missing something?

King Ghidorah’s heads grinned at the smaller dragon's response, “That’s because they try to forget,” the middle head spoke.

The right head spoke next, “I was known throughout Equestria as a living nightmare, a king of terror, if you will.”

Then the left head, “All dragons want to forget, but they know full well it's hard. Every dragon, young and old, knelt and tremble at my presence,” his twin tails waved from side to side over one another.

Spike stood his ground and cautiously kept his guard up. This dragon, whoever he is, isn’t an ordinary dragon. And just by looking at him, there’s no telling what he could do. A splash of fear almost engulfed his mind, but he immediately brushed it aside. He would not let fear cloud his mind. He had to stop this dragon and find his friends.

“I’ll ask again,” Spike said. “Who are you, and why did you attack my friends?”

King Ghidorah’s grins faded as he gave the smaller dragon a cold glare, “I’m the alpha dragon, puny hatchling. I am… King Ghidorah!”

The moment he heard that name, Spike perked his head as if that name sounded familiar to him, “King Ghidorah?”

King Ghidorah noticed the other dragon’s expression and found it amusing, “Oh did I trigger something?” the alpha dragon chuckled, then the right head spoke “Tell me, purple dragon, who are you? And why do you care for these lesser creatures?”

Spike gave King Ghidorah his own glare, “My name is Spike,” he gazed at the nearly destroyed Ponyville and the dead residents that lay before him; some of which he knew when he was younger. “And some of these ‘lesser creatures’ were my friends.” He looked back at King Ghidorah, more determined to fight and avenge his fallen friends.

“Your friends?” King Ghidorah said, “You are friends with these ponies? How hilarious!” The left head spoke, “these ponies are weak.” Then the right head spoke, “They’re more than a snack to us dragons; not even worth being called ‘friends’.”

Spike growled in frustration from hearing King Ghidorah’s words, “They’re not food, jerk!” he said with a growl. “They’re my friends and I won’t let you harm any more of them.” He stood on his hind legs and spread his wings, displaying a battle stance that King Ghidorah immediately responded to.

“You wish to challenge me? Ha! A mistake you’ll quickly regret,” King Ghidorah flared his teeth and beamed all six red eyes at Spike. “There are reasons why they call me the alpha dragon, hatchling!” he unleashed a menacing roar that echoed throughout Ponyville.

Twilight and her friends widened their eyes in shock, completely surprised and speechless by the sight before them. Twilight sat like a statue, eyeing the giant purple dragon with surprised eyes. She couldn’t believe it. She wanted to believe she was dreaming, but the mistral blowing through felt all too real. She wanted to shout, say his name, but all she could do was watch until the voice of a pink mare erupted into the air.

“Come on Spike!” Pinkie cheered and flailed her arms. “Kick that golden meanie's butt!” Unfortunately, Pinkie’s cheer drew the attention of King Ghidorah’s left head, a sight that the other five didn’t want to happen.

“Pinkie!” Applejack, Rainbow Dash and Fluttershy shouted, causing Pinkie to flinch.

“Oopsie…” Pinkie sheepishly smiled.

Thankfully, King Ghidorah stood his ground, but that didn’t stop him from grazing his murderous glare at both Spike and the ponies.

“Your friends are those tiny pathetic ponies?” the center head spoke while the left head continued its glare at the remaining ponies.

“Yes, is that a problem?” Spike answered with a stern glare and defensive tone.

The left head swung back to look at Spike and joined the other two for a six-eyed death glare, “You call yourself a dragon?” Ghidorah’s middle head growled. “A dragon does not make friends with lesser creatures like ponies. They kill, and consume!” he snarled. “The mere idea of a dragon befriending lesser whelps makes me sick!”

Spike’s glare and snarl intensified. This dragon will learn the hard way. No one talks to his friends like that.

Twilight and her friends didn’t take too kindly to King Ghidorah’s words, yet they remained as they were, because fighting against a dragon like that would be massive suicide-- even if a few wanted to fight. Without magic to aid in a situation like this, all they could do now is watch in anticipation and fear.

“R-Rarity…” a faint, soft voice called out.

Rarity’s left ear twitched as she jerked her head around before turning her full body, “Hello? Sweetie Belle, is that you?” she called out as she approached her burning home. She took a few more steps before hearing the voice, again.

“R-Rarity… big… s-sister…”

Rarity turned her head to the tree that was always near the boutique. It was ripped in half and collapsed an inch away from the boutique. She looked down at the stump and gasped as she noticed a pink and light-purple tail and a portion of a white flank on the right side next to the collapsed tree.

“Sweetie Belle!” Rarity cried out as she quickly galloped to her sister. Her call drew the attention of her friends as they followed after her, only to hear a loud gasp from Rarity. They halted themselves before calmly approaching the shocked Rarity. When they stood by her side, they too gasped in shock and felt heartbreak pierce them like a spear.

“I… I feel… c-cold, R-Rarity,” Sweetie Belle feebly lifted her head to look at her sister. Pressure engulfed Rarity’s chest, her mind raced and her breaths weakened. Her little sister was on the ground, on her side with a broken pole pierced through her midsection. Her skin under her fur was as pale as cotton from losing a lot of blood, making her ghost-like.

Tears formed under Rarity’s eyes as she dashed up to Sweetie Belle. She carefully held and hugged her little sister’s head, “Sweetie Belle, you’re going to be alright. Big sister is here. Just stay with me, please,” her lower lip quivered. “Please, for the love of Equestria, stay with me.”

Sweetie Belle’s breathing became light and quick. She was scared to know what was happening to her. She couldn’t move her legs and tail. She felt pain course through her body, causing her to feel woozy and light-headed, but she still managed to look up at Rarity crying as she held her in her embrace. Though her vision was slowly fading, she could see Twilight and the others were standing behind Rarity. She didn’t see Applebloom and Scootaloo. It didn’t matter in the slightest to her, even though they were her friends, all Sweetie wanted was to have Rarity by her side; and she got her wish. It was probably for the best that Applebloom and Scootaloo should not see her like this, dying in her sister’s arms. Twilight took note of Sweetie Belle’s eyes and understood what the dying filly wanted. She gestured to her friends to back up and give them space, and so they did; letting Rarity comfort her little sister until her time had come—and that’s exactly what Sweetie Belle wanted. She watched as Twilight backs up, standing between Rainbow Dash and Pinkie Pie before narrowing her dying eyes back at her crying older sister.

“R-Rarity…” she softly spoke as she slowly started to drift into slumber.

Rarity hiccupped and sobbed while keeping Sweetie Belle close, calming down as best as she could, “Y-Yes, Sweetie Belle?” She looked at her little sister with teary, red, puffy eyes.

“I… I feel… sleepy. C-can you… s-sing that song, that mom used to sing to us?” Sweetie Belle said. “It… it always helped me sleep.”

Rarity gasped as another tear rolled down her cheek from hearing Sweetie’s request; She wanted to refuse and keep Sweetie Belle alive. She wanted to save her, help her through this; but with no magic in use and the nearest hospital destroyed, she was on the verge of panicking. The soft smile of Sweetie Belle, however, quickly got her to snap out of her near panicked state and dawn a small, weak smile at her sister. It pained her so much to do it, but she had to fulfill Sweetie’s request, “Alright, Sweetie Belle. I’ll sing that song for you.”

Sweetie Belle lightly buried her muzzle into Rarity’s fur, nestled into her gentle, caring arms. Twilight and the four other mares just sat behind them and listened while trying not to succumb to tears and heartbreak; though it was very difficult for them, especially for Applejack and Rainbow Dash since they knew they’ll have to break the news to Applebloom and Scootaloo when they find them. That is, if they find them.

Rarity took a heavy breath to relieve some pressure and to keep her composure intact. She tried to remember the song their mother use to sing to them. Her memory didn’t fail her as she settled her tearful eyes on Sweetie Belle and inhaled softly before singing, “Wondering child of Equestria do you know how much you’re worth? You have walked this path since your birth. You were destined for more.” The environment around Rarity and Sweetie Belle slowly became mute, like they were in their own void. Rarity held Sweetie Belle steady as she continued to sing, “There are those who’ll tell you you’re wrong. They will try to silence your song, but right here is where you belong. So don’t search anymore.”

As Sweetie Belle listened, she felt a tiny nudge on her arm. She weakly glanced at the spot where she was nudged and faintly smiled, “I love you, Rarity,” she whispered as she placed her hoof on Rarity’s belly and slowly closed her eyes.

“You are the dawn of a new day that’s walking a masterpiece still in the making the blue in an ocean of grey,” Rarity closed her eyes and kept singing the lullaby. “You’re right where you need to be poised to inspire and to succeed…” Rarity stopped and looked at Sweetie Belle, hearing no breath exit her lips. Sweetie Belle lied dead in her arms. Rarity’s lips quivered and eyes crushed with mascara stained tears. She bawled, Her lungs constricted as she screamed and cried out into the dark skies.

Having heard Rarity’s song, Fluttershy and Pinkie Pie couldn’t help but succumb to heartbreak and grief over the loss of a friend. Rainbow Dash and Applejack look at each other in unison; they both knew what they had to do once they find Applebloom and Scootaloo.

Twilight just stood still and watched Rarity cry and grieve while holding Sweetie Belle’s corpse. A look of sadness, sorrow and anger filled her eyes. She closed her eyes to mourn, only to open them again, with fire reflecting off her irises. Enough was enough. Twilight turned to the two dragons and gave a vengeful look to Spike. She walked away from friends still focused on mourning with Rarity.

Twilight stopped and watched as both Spike and King Ghidorah face each other, waiting for one to make a move. She may not have her magic, but she can still do the one thing that only alicorns knew; well, in a way, but she could still try it. Twilight inhaled as much air as she could and shouted Spike’s name at the top of her lungs, mimicking the princess’s royal voices, “Spike!”

The false royal voice echoed and succeeded in getting Spike’s attention, but it resulted in getting King Ghidorah’s attention. The mane five heard Twilight’s shout and flinched from the powerful call; all but Rarity.

Spike beamed his eyes down and saw Twilight and the others still alive, “Twilight, you’re alive,” a wave of relief lightly calmed his mind, but he was unaware of what she was doing. He saw Twilight point back to Rarity holding what he assumed was Sweetie Belle, and then he heard Twilight’s voice again as he looked back at her pointing at King Ghidorah.

“Spike, stop that dragon and save Equestria!” Twilight shouted. “Our friends have died trying to escape! All the soldiers who tried to fight back ended up dead!” She glared at King Ghidorah before she looked back at Spike and motioned to Rarity, again.

“Look behind me, Spike,” Spike gazed back to Rarity and Sweetie Belle, hearing a cry of pain and sorrow from Rarity, but saw no movement from Sweetie Belle. Spike was confused, but Twilight spoke again. And the words she said struck him hard, “Sweetie Belle is dead; all because of that dragon’s rampage.”

Spike’s eyes widen in disbelief. He looked to Rarity and Sweetie Belle again and hoped Twilight was wrong, but the way Rarity held Sweetie Belle and how blood was scattered in front of her made realization hit harder than the biggest boulder that could ever hit him.

Twilight was right.

Rage ignited within Spike’s soul as his snout formed an aggressive snarl. He glared vengeful eyes at King Ghidorah just standing there tall and proud as if his actions didn't have consequences.

Spike roared, “You killed Sweetie Belle? You killed Rarity’s sister?!”

King Ghidorah’s right head and middle head looked at Spike nonchalantly. The middle head spoke, “So? It’s just a creature who had no business in this world; not like it was important or anything.”

Twilight snarled at King Ghidorah and stomped the ground hard as she shouted again, “You don’t need my permission to fight this son of a bitch! Hold nothing back!” she may not know if Spike had learned how to fight these past months, but she does know he still had loyalty to Ponyville and everyone who lived in it. Twilight stood tall and continued, “Avenge Ponyville. Avenge our friends --”

“Avenge Sweetie Belle!” Rarity shouted as she looked at Spike with eyes filled with fury and revenge. “Kill that murderer!”

With those words, Spike prepped himself, ready to fight King Ghidorah with more determination than he ever had. No holding back. This dragon will pay for what he has done. Streams of smoke slithered out of his snout and mouth. His normal irises shifted to primal as bright, florescent green flames ignited from the sides of his mouth.

King Ghidorah rolled his six eyes and chuckled as he gazed at Twilight, “How amusing. You think this hatchling can stop me?” He said to Twilight as she only gave him a death glare that only a pony knew how to. If Ghidorah had shoulders, he’d shrug at this attempt of bravery, “So be it, I’ll dispose of him like how I disposed Ponyville— Gah!” King Ghidorah shrieked in surprised pain as a massive ball of green fire collided with his golden hide and caused him to reel back and topple over his own tails, crashing onto recently destroyed foundations and wrecked weaponry.

Spike closed his mouth and straightened himself, “For a dragon with three heads, you’re terrible at watching your back,” he said as the smoke around his snout faded.

“Way to go, Spike!” Rainbow cheered as she stood next to a very proud Twilight. “Kick that dragon’s golden ass!”

Applejack and Pinkie Pie rushed up to Rainbow Dash and cheered with her. Fluttershy remained behind to comfort Rarity while she gently placed Sweetie Belle down on the ground.

A loud, annoyed cackle echoed as King Ghidorah effortlessly pushed himself back on his talon feet and glared his six red eyes down at Spike. He growled, his fury towards him increased and he will make sure this little whelp will feel more than just pain.

Spike kept his confident glare on his opponent, never letting King Ghidorah know of any weaknesses and letting him know he doesn't give a damn if his attack hurts, because he wasn't going to give him the chance to attack.

Spike reared himself back like a panther and was about to go for another assault, but King Ghidorah acted quicker than he thought as the left and right head belched powerful streams of red electricity. Spike flinched and acted quickly, if not quicker, and jumped to his left and out of harm's way as the electrical beams struck parts of Ponyville and caused a decent-sized eruption upon impact.

Spike glanced back at the result of that attack and had to act fast. He did not want to be on the end of that attack. Time was not on his side and he had to think fast before King Ghidorah could use his beams again.

King Ghidorah roared from his triple mouths and charged. Time was up and Spike had one one plan: head-on assault. Back on all fours, Spike lunged and charged at his opponent. King Ghidorah charged up for a triple electric beam, but speed was in Spike’s favor as he swiftly raced around the larger dragon and used his momentum and powerful hind legs to launch himself sideways at King Ghidorah with his front and back claws out. King Ghidorah turned but could not react in time as his smaller opponent slammed against his hide with an audible thud and knocked off balance. King Ghidorah shrieked and felt himself slightly skid across the ground from that full frontal body slam and felt claws dig into his scales; Spike momentarily used King Ghidorah as a land surf board. King Ghidorah stopped thanks to some foundation and gravel build-up under him. He quickly gathered his thoughts and couldn't believe that actually happened. Was he really that rusty? No. To his opponent, he thinks this little attack gave him ground. To him, this was just a warm-up.

The tactic was a success and King Ghidorah was once again on the ground. Spike had no time to feel proud of himself, though he could still hear his friends cheer him on and that was more than enough. He glared down at King Ghidorah's heads and swiped his deadly claws, raking off pieces of scales and causing some damage. The method seemed to work as he was rewarded with pained shrieks from Ghidorah.

Twilight, Rainbow Dash, Applejack and Pinkie Pie cheered as they watched Spike take down Ponyville's murderer and take the win. At last, they can take a breath of relief knowing their friends and family that were killed would be avenged. A sudden burst of smoke erupted in front of them and caught them by surprise, enveloping them and preventing them from seeing the fight. They coughed and wheezed.

“What the heck?!” Rainbow said through her coughs. “Who did that?”

Two shadowy figures in the form of ponies appeared in the smoke cloud. One, a mare's voice, spoke, “Did we make it?”

“I don’t know. This is the first time I’ve done a teleportation spell,” another mare’s voice responded.

Twilight heard the voices and flaps her wings, blowing the smoke away until it cleared up and revealed new faces. Twilight and her friends glanced at the unknown ponies, and asked, “Who are you?”

“Oh, Princess Twilight, there you are,” the mare on the left said with a calm smile.

Spike lashed out with his claws again, swiping at King Ghidorah over and over and hoped he'd draw blood. He got a few scratches on King Ghidorah, he kept attacking until his energy wore off; he will never have his opponent get a chance to fight back, and with him having no arms made it all the more easier. Spike took another swipe across King Ghidorah's midsection and actually drew a bit of blood, much to the golden dragon's dismay

King Ghidorah had all means to fight back, but he wanted to let this dragon have his fun. He expected him to put up at least a decent challenge. What he didn't expect was for this smaller dragon to actually cause him harm. He felt he didn't need to struggle, but now would be as good as any if this was happening. He struggled to get Spike off him but he was constantly bombarded with slashes and swipes from his claws. How is this dragon injuring him so quickly? It didn't make sense. King Ghidorah shrieked and growled. This dragon isn't the only one with surprises. If he thought he just used his teeth and lightning beams, then he is highly mistaken.

King Ghidorah endured Spike's attacks and sneakily slithered his twin-tails behind him, coiled them in a spear-like form and launched them at the unsuspected dragon.

Spike went for another swipe but was caught off-guard when an unexpected attack grazed over his arm and beside his cheek. Spike yelped in surprise and quickly jumped off of King Ghidorah and landed a few feet away from him to gain some distance. He he rubbed his cheek and looked at his palm. That attacked barely scratched him; it wasn't a direct hit, but it was still enough to draw blood. He glanced back at King Ghidorah and saw his tail uncoil.

'So that was it.' Spike thought. He needed to watch out for those tails. This dragon may not have arms but that doesn’t mean he’s going to make it easy for him. Still, that technique he used was enough to bring King Ghidorah down. He nodded and planned to to use it again, and fire to it. He waited for him to get up, until he saw King Ghidorah's tails thrust down and dig into the ground. What was he planning to do?

“Who are you two?” Twilight asked before getting a shock from what she was looking at.

The mare on the left was a tall unicorn, a little taller than Twilight, with white-pink fur and a long dark purple mane and tail. She had a calm approach to her and her friendly smile made it twice as convincing. And her cutie mark was that of a black star with a crescent moon in the middle. And she wore a strange amulet around around her neck. The mare on the right, however, threw off Twilight and her friends, but more so to Twilight. While the one on the left was a tall unicorn, this one was an alicorn.

“W-what in the world?” Twilight kept her eyes on the alicorn, bewildered and confused.

There was dirt flying against the wind, but Twilight managed to see the alicorn. The alicorn had pink fur and faded purple on the tip of her wings. Her mane and tail were just as long as the mare's on the left but the ends were curled with a triple color of yellow, dark red and purple. She's as tall as the unicorn but her figure and frame were more similar to a familiar crystal princess. The only things different were the lack of accessories like a crown, necklace and shoes, her eyes are brown and her cutie mark is a ruby heart, not a crystal heart with facets.

“Hello, Princess Twilight,” she spoke ind a kind, but slight impatient and urgent voice. “We're sorry for this sudden approach, but we need to leave now.”

Twilight took a moment to take this in, but the resemblance was uncanny. This alicorn looked so much like Cadence. Twilight froze in disbelief as she gazed at the alicorn. Her four friends couldn't believe their eyes either.

“C-Cadence?” Twilight said, unintentionally blurting that out.

The alicorn raised a confused brow before she shrugged off Twilight's confusion, “We'll introduce ourselves when we get back to Celestia's castle, but right now we have to leave. It's too dangerous.”

Applejack stood next to Twilight and spoke to the Cadence look-alike almost stubbornly, “Now wait just a doggone minute! We can't leave until we found any survivors.”

“I can assure you, Applejack, we tried to find and escorted as much survivors here. I doubt you'll find anypony else.” the unicorn spoke, prompting Applejack to think and hope her family was out of Ponyville and safe and sound somewhere else.

“Look, I know you girls are confused, but--”

“Confused? More like wondering what's going on!” Rainbow Dash interrupted the alicorn in a fit of anger, confusion and fright. “Who the hell are you two and where did that dragon come from?!” she shouted, demanding to know what's going on.

The alicorn sighed, growing impatient, “We don't have time for this.” with a shake of her head, she turned to her friend, “Mage, use the teleportaion spell.”

The unicorn nodded before a loud shriek echoed behind her. The mares looked back as Spike continued his fight with King Ghidorah.

He had no idea what King Ghidorah was planning, but he wasn't going to give him the time of day. Spike reared back and charged at the downed King Ghidorah to continue his assault. He jumped in the air, claws out and teeth ready. He felt confident and prepared, ready to tear King Ghidorah apart and kill him for his actions against his old home. A golden taloned foot suddenly launched up and crashed into Spike's gut with powerful force, pushing him back and slamming to the ground. Spike never saw it coming. Through the confusion and pain blanketing his body, he felt something grip and dig into his chest and abdomen, applying pressure on his body. The pinching feeling snapped him out of it, though he wished he was unconscious as he gazed up at the belligerent glares of King Ghidorah. He felt the pinch again and looked down to realize what had happened. He was under King Ghidorah's foot and he made sure he was planted.

King Ghidorah retracted his tails from the ground as they resumed their slither motion.

“Your tactic won't work on me a second time, Spike,” King Ghidorah said. “Though I admire your attempts for trying, it's still not gonna stop me,” He would admit he felt a bit of respect towards him for drawing first blood, but he would not let this slide either. Still, it did raise some curiosity as to how this little dragon was able to injure him; any force alive then and now were useless against his durable scales. What made this dragon so special?

Spike grabbed King Ghidorah's foot and tried to pry it off him, but strength was lacking in his favor. He looked up at King Ghidorah and asked angrily and confusingly, “What did you do? I had you pinned!”

King Ghidorah snapped his tails like whips and answered blatantly, “A simple counter attack works wonders when an opponent least expects it.” He used his powerful tails to lift his form and launch him into Spike's direction and plant a heavy kick on him. He laughed internally at how obvious that worked and how Spike fell for it.

“Spike!” Twilight and her friends shouted in fear.

Rarity, to her dismay, caught the act in time and saw her love losing to this monster. She wanted to cheer for Spike, but her mind was spiraling out of control. Her sister died and now she fears she might lose the only one who she cared for the most that was left. She loved her friends, but she gave her heart to Spike.

“Spike, please, don't die.” she whispered as Fluttershy kindly escorted her to her friends, leaving Sweetie Belle behind. Rarity gazed back at what was once her little sister. The pain and sorrow was getting to her, but she needed to stay strong. She said her good-byes and now she needed to focus, try to at least, on another thing most important to her; when Fluttershy wasn't looking, she looked down at her belly and hoped nothing happened.

“Mage, now!” the alicorn barked towards the unicorn like a signal, if any of them were to stay around any longer, then they soon will be joining the ones that have fallen under the golden dragon's wrath.

“Right,” The unicorn concentrated as a pinkish-white aura engulfed her horn. She rose her head and a large aura sphere surrounded all of them, much to the mane six's confusion. They tried to speak and ask them questions but the moment they tried to get a word out, the sphere popped and all the mares disappeared from Ponyville, leaving Spike alone to handle King Ghidorah.

Meant to upload this yesterday on Spike's day, but it turned out longer than expected. lol

I'd like to thank LethalAuroraMage for giving me permission to use her OC in this story.

Side note: The other OC belongs to a good friend of mine. It's an early birthday present for her. :)

Celestia sat in her throne and hung her head, pondering about the choices she made. She sent her army out to Ponyville to fight a being they know next to nothing about and she didn't even think of telling them who they were going to fight. Despair filled her heart. She had panicked under the pressure for a good reason, but for a bad cause. She looked out her window to the right and watched the darkening skies of smoke and red slowly creep closer to Canterlot and other towns and nations that so happen to be its next targets.

"What have I done," she said as she got off her throne and walked the window, worrying about the trouble ahead of them. Luna was tending to patients in the Canterlot hospital that thankfully survived the destruction of Ponyville. No doubt wanting information about the assailant.

She wouldn't be surprised if she returned with the same questions, and she'd fear Twilight and her friends had the same mindset if they survived. It's a very strong 'if' and Celestia didn't want to think of the worst. She knew Twilight and her friends would make it if her allies got there in time.

"I hope you two made it in time," Celestia said as she kept her gaze on the nightmare attacking Ponyville.

She sighed, worrying again. Not only for Canterlot's sake, but for the souls who lived there and everyone else that lived in different nations. Celestia assumed they might've gotten an alert about this danger, but she didn't deem it an issue if other nations like Griffonstone, Yakyakistan, and the Dragon Kingdom were all underground or evacuated to a safer place. Asking for help from other nations is out of the question; she didn't want to risk seeing them die. She looked at the sky and frowned before setting her eyes back on the darkness over Ponyville

"How did you break free? We put you in a strong seal so you couldn't escape. How did you break free, King Ghidorah?"

Celestia asked but knew a response was not going to happen. An old threat returns and she had no idea what to do. What can she do? Unlike Discord, Queen Chrysalis, Tirek, ... and her own sister, King Ghidorah was a threat that not even the powers of fellow alicorns and powerful unicorns could stop him. The memories flew back in hordes and they were torturous. It was an all-out war and they were losing.

...Until they showed up.

A bright flash erupted and poofed several grunts behind Celestia. Celestia escaped from her mental cage and gasped as quickly turned only to sigh in relief, "Oh, thank the gods, you're all alive."

The two mares bowed to Celestia. The alicorn spoke in concern for the ones they saved, "We all made it in one piece, but..."

They gazed back at the ruffled-up-but-still-alive mane six. They managed to save them physically, but to theirs and Celestia's dismay, they've seen better days than this.

Rainbow Dash and Applejack sat with hung heads and concerned faces. They both knew what they had to do, but they don't know if the Apple family and Scootaloo are alright or not. They want to search for them and hope they're alright, but they also want to know what the hell's going on. They can't make up their minds. Even the thought of looking for Tank crossed Rainbow's mind.

Pinkie Pie and Fluttershy sat behind Applejack and Rainbow Dash, facing away from everyone. Their bodies shook and their eyes dilate from soaking in the nightmare they've witnessed. Pinkie Pie stood strong and would come out of her state soon, but Fluttershy took it hard and shook herself into laying down and blanket her face with her mane and hooves, about to cry.

Twilight and Rarity took the nightmare the hardest. Waves of thoughts and emotions surged through Twilight's mind. A new villain emerged out of nowhere and wrecked havoc faster than any other villain she faced. Some of, if not all, her Ponyville friends are dead. She was rescued by a mare who looked almost identical to Cadence, but the worst one of them all was her former assistant and only son was out there fighting the demon that attacked them and their home. Rarity, much like Fluttershy, shook from the trauma and laid on her side, curled up a bit. She cried in her own arms. Her mind nearly broken from the fact her home is destroyed and her little sister is gone. She now has but few in her life now, and if some pieces of her mind still functioned she'd hoped her loved one can stop the murderer and avenge the things she lost and come back safe. She only has a few things left now, and she doesn't want to lose those, too.

"The damage was already done."

"There were a lot of ponies who didn't make it. We were lucky to find them just in time," Mage said in a soft, sad tone as they gazed back to Celestia. A thought crept into her mind as Celestia nodded to them. She then looked at Rarity and pondered. She knows of her and what she does, but she's never gotten to hang out with her to know her all that well, but Mage figured she had to do something to ease what Rarity is going through. She looked out the window aiming at Ponyville and focused on the destroyed-now-turned-battlefield town. A determined look on her face.

Celestia craned her head down to mourn the ones who lost their lives. It was all she could do before giving her attention back to her allies and friends.

"Hey, Si, I'll be right back. There are some things I need to do," Mage informed her friend before receiving a nod from her to go on. She had no idea what Mage was doing, but she knew she can take care of herself. After all, she had her own worries to think about.

Mage ignited her magic and teleported away from everyone and left her friend to deal with Celestia and the Mane Six.

"Thank you, Sakari. I can take it from here," Celestia said unbeknownst to the Twilight listening in when her right ear twitched. Her eyes widen in rising anger. "I'm sure Twilight and her friends have a plenty of questions about what's going on."

"Wait, princess. Is it alright if I stay? She might have questions for me, as well."

Celestia nodded to her. Having a pony with a similar face to a familiar face would spark a lot of confusion and questions. Celestia can probably put two and two together that Twilight might be going through those conditions; hell, her friends are not looking all that well either.

"Twilight, if you have questions, I'm sure--"

"Oh, I have more than just questions, Princess Celestia," Twilight snapped as she approached her former mentor with a snarl, anger and panic clearly visible in her eyes.

Rainbow Dash, Applejack, Fluttershy and Pinkie Pie managed to snap back into reality from Twilight's sudden outburst.

Sakari flinched in shock and stood back as Twilight walked passed her. When she did, she had a cold feeling the princess of friendship will target her for questioning once she's done with Celestia. When that comes, she'll just tend to the others if they needed it. She looked at them to see the four sharing questioned faces. All, but one. She noticed Rarity hadn't moved an inch after they got here. Was something wrong with Rarity? She rolled her eyes at herself and shook her head at her thought since it was putting it mildly because of the hell they went through. Seeing something like a giant murderous three-headed dragon would put a pony in a severe traumatic state. She understood that clear as day, just not of the three-headed kind. But unlike the other four, Rarity stayed in place and not once flinched from Twilight's frustration. Something told her she had to keep an eye on Rarity.

"Hmm," she approached the other five while Twilight unleashed all her own hell onto Celestia.

"There is a dragon out there that appeared out of nowhere and attacked us. Most of the ponies I've made friends with are dead! We searched for survivors, but all we found was death."

Celestia remained calm through Twilight's outburst and tried to reassure her, "Twilight, please, calm down. If you could--"

"Calm down? Calm down?!" Twilight's eyes watered out of anger and grief. Her mane jumbled into an anxiety-like mess. In a fearful tone, Twilight barked, "Spike is out there fighting for his life and we're here doing nothing. How can you be so calm when the dragon you gave me as a filly might be dead as we speak?!" Twilight couldn't bare the thought of seeing Spike dead. Unlike her Ponyville friends, she didn't want to her only son dead next.

Celestia saw the worried and panicked look in her former student's eyes. If she was in Twilight's hooves, she'd be the same but she needed Twilight to calm down so she can explain, "Twilight, I know you're upset, but please hear me out. King Ghidorah's sudden appearance shocked me as well, but I can assure you that there is a way to defeat him."

Twilight paused and glared shocked, tearful red eyes at Celestia. That name? Did she hear that right? Hearing that name come out of Celestia's mouth ignited her anger to a new level. She was having an emotional breakdown, but she can still pick up when some pony is hiding something, especially if it's from someone higher than herself. And Celestia was hiding something from her and everyone else. Twilight snarled in anger and irritation. It made itself known to Celestia, "You know that dragon?" Twilight asked with a slight growl to her voice. "Why didn't you tell us before?! Does Princess Luna know about this? What other damn secrets have you been hiding from us?!"

Celestia looked away in thought. Twilight was right. There were some secrets that shouldn't have been kept a secret. This was one of them. But she had questions of her own that needed answering, too. But in a case like this, she had to be firm with Twilight as she continued her outburst.

"We could've helped him. We could've--"

"We can't stop King Ghidorah even if we try, Twilight," Celestia interrupted with a slight stern shout and caused Twilight to cease her outbreak and look at her confused and in near tears.

"W-What?"

Celestia closed her eyes and breathed through her muzzle, calmly telling Twilight, "As much as I'd allow you to and help you with this cause, you are in no condition to fight back against a creature like this," Celestia revealed. "King Ghidorah is a very dangerous and very powerful creature. Far powerful than any foe we've previously faced. He is unlike any dragon you've ever seen."

"H-How?"

Celestia paused and looked at Twilight uncertain, "I'm sorry to hear Spike is fighting King Ghidorah but compared to him and us, we would only be in the way," she said as her former student remained silent. "I'm sorry, but we don't stand a chance."

Twilight plopped on her rear, speechless by what she just heard. Her body felt as cold as ice. She wanted to refuse and go back and help Spike, but Celestia said spiraled her mind in a twister. She was so confused and scared; she didn't know what to do. A tear dropped from her cheek.

Yet she spoke to her former mentor as she looked up at her, "Celestia, I don't understand. Why can't we help?"

"Well, for one thing, you and your friends barely made it out of there by the skin of your teeth," Sakari couldn't help but speak up at this point as she sat next to Rarity and pointed at Twilight. "And in your current condition, anything from gnat to a feather can knock you out."

Twilight gazed back at Sakari and saw her that friends looked like they've been through the worst part of the Everfree forest. Twilight completely forgot about them and hung her head in shame.

"Maybe we should hold this off for a moment," Sakari suggested. "We need to get these girls to the infirmary or someplace to help them recover."

"Fat chance!" Rainbow Dash said as she snapped out of her clueless trance and flew up into the air near Sakari. "I'm not going to any infirmary. I have other friends out there that I need to find."

Applejack stood up and leered at Sakari, determined just like Rainbow Dash, "I agree. I ain't stickin' around here any longer. I have to find my family and I need to know if they're alright," Even with the wounds they received, like just the usual scrapes and bruises, the mares revealed their stubborn intents to the new alicorn and were not going to listen to a word she'll say; they didn't care if she saved their lives.

Yet Sakari shook her head anyway to them. She didn't like what they're trying to do, assuming what she thinks they're doing, "That's not a good idea girls," she said as the two mares just stared at her with disbelieving looks. They don't know this pony, so why should they listen to her? She may look like Cadence, but her tone and attitude was vastly different from hers. And here she was speaking to them as if she was their leader. "If you're going back to Ponyville, umm, Spike, was it? Would be upset if you even step hoof in his fight." She spoke to them and tried to convince them to stay so they can at least collect their thoughts.

Rainbow Dash and Applejack pondered at what the mare said. She was right, but also wrong. Applejack wanted to go back and find her loved ones and get them out of harm's way. She wanted to avoid the conflict with the psycho dragon and Spike. It was a wise move, but for a dumb and good cause. Though Rainbow Dash would love to join in and help Spike after she found Scootaloo. But she could only imagine the reaction Spike would have if she did step in. It was a tough situation for them and they didn't know what to do. Their anger slowly surfaced again. This mare made good points, but they still wanted to go back at out there and find them. It was driving them nuts.

"No!" Rainbow Dash snapped with a glare "We have to go back to Ponyville, and find our friends and family! I have to find Scootaloo." Her voice, though filled with anger, toned down somewhat when she mentioned Scootaloo. She prayed that her #1 fan, and little sister figure, was alive and safe.

"We're not staying and that's that. We weren't even thinking of joining Spike." Applejack said next giving the mare a stubborn glare.

These mares are tougher than she thought, but that was not going to deter her. Sakari shook her head again, "I don't think you understand what's going on," probably a wrong choice of words since that got both mares to glare daggers at her as if she said they were stupid. Sakari stopped herself from going any further and gulped down her next words and carefully chose what to say next, "What I mean is, Mage and I just got you two and the others back. Like you two, we tried looking for other survivors; we managed to find you five and that's it. If I were you two, I'd check the Canterlot Hospital. I'm sure you'll find them there."

That's putting it lightly since the main hospital was cramped with injured ponies that managed to evacuate from Ponyvile. The chances of them finding their friends and family are a few to a dozen, but it would at least keep Rainbow Dash and Applejack away from Ponyville, hopefully.

Both mares looked at each other and pondered again, but nodded in agreement. They look back at Sakari with a more calming manner, but not in a way that would assume they trusted her. She had valid points, but they weren't going to let this mare think she was gonna take over. Twilight was the leader of this group. Not her.

"Alright, fine. I'll take your word for it. Staying here is actually safer than going back to Ponyville," Applejack, being the honest one, told her. She did help them escape, so the least she can do was listen.

Rainbow Dash secretly had two feathers crossed.

She took a breath of relief. That lifted some weight off of Sakari's shoulders, "Thank you, Applejack." She looked down at Rarity and tried nudging her up, "Come on I gotcha." She gently nudged Rarity on her hooves with some effort. 'Geez, I heard Rarity was picture perfect fit. What made her so heavy?' Sakari thought as she placed Rarity's arm around her neck and one of her arms around the unicorn's belly. One soft touch to the mare's belly made Sakari look at her confused, "What the?"

Rarity snapped out of her traumatic state and looked around until she saw what she thought was Cadence trying to help her escort her somewhere.

"C-Cadence?" Rarity said confused and a little drowsy.

Sakari sighed a bit and shook her head. Rarity was confused and she knew that, so she had to break it down as tender as possible, "I'm sorry, Rarity, I'm not Cadence. But I am one of Celestia's and Luna's friends," she said with a reassuring smile which thankfully got a calm, thankful smile from the damaged mare. "I'm gonna take you to the hospital. Is that alright?"

She had no clue if this was a dream or if it was real, but if she was telling the truth, Rarity nodded to the mare, "Okay." She felt another head slip her other arm as she quickly looked. They both looked.

Pinkie Pie wrapped Rarity's other arm around her neck and smiled at her. Even with all the crap they went through, Pinkie still smiled that cheerful, positive that would brighten anyone up. And in a dark time such as this, it was a welcoming thing. Sakari appreciated it, but Rarity was on the verge of passing out. She needed a place to rest now!

"Thanks, Pinkie Pie."

"No problem. Least I can do after you and that other mare saved us," Pinkie said with a gentle as she and Sakari helped Rarity to a nearby infirmary.

Fluttershy, being the only one that hasn't done a thing, was quickly enveloped in a pink magic sphere and lifted a few inches off the ground. Sakari used her magic to levitate the frightened pegasus over her head as she and the other mares head out.

Rainbow Dash and Applejack followed them behind. They looked at each other and quietly spoke.

"I saw those crossed feathers. You gonna fly back to Ponyville?" Applejack asked.

"Yeah. There's no way I'm letting some random mare tell me what to do," Rainbow Dash glared her untrusted eyes at Sakari before she glanced back at Applejack. "I have to find Scootaloo. I need to know if she's alright."

"I feel the same. I can't stop thinking if Applebloom, Big Macintosh, and Granny Smith are still around or not," Applejack feared for the worse but remained strong. "Think you can find them if you make it?"

"I'll try, Applejack." Rainbow Dash said with a determined face. "When we head outside, that's when I'll fly out of here." Applejack nodded in agreement.

Twilight felt a little dizzy. She gently placed her hoof on her head as she got up to follow them. She completely forgot that her head suffered quite a beating. But now that she was noticing this, she felt the pain slowly come back; it could just be a plain headache. Her mind was in an out-of-control spiral. She knew she wasn't going to get out of this and she knew when she was wrong. Celestia was right to say they didn't stand a chance, but she didn't care and wanted to help Spike. Yet her rage blinded her to forget that her friends and herself were in bad shape. Well, herself for the most part. Rarity and Pinkie Pie had some bumps and bruises, but they're nothing compared to her own injuries. Applejack, Fluttershy and Rainbow Dash looked like they could still be up and kicking. She couldn't think straight. Maybe she should need some rest because she'll have a lot of questions to not only Celestia.

Celestia remained behind, thinking of what to do in this situation. She just hopes Spike can hold of King Ghidorah for a while. Twilight was right to worry about him, but he's the only chance they got in defeating King Ghidorah. Unless...

Celestia perked her head. She had an idea. It's a long shot, but it could help him out, "Maybe he shouldn't fight alone." Once Sakari escorted the Mane Six out, Celestia kicked on her magic and surrounded her ears and mouth with a glistening golden aura. She waited a bit until a response answered, "Hello, it's been a while. We have a problem."

"Okay, the hospital shouldn't be that far," Sakari said as they walked out of the castle and behind the stairs. She looked at the damaged mares and nodded assuringly, "We'll get you girls patched up. Hopefully sooner than expected."

"I hope so too. Canterlot has the best lollipops ever," Pinkie Pie said with small bounce, minding Rarity.

"Heh, even after going through all of what has occurred out there, you never stop smiling," Sakari complemented, trying to be as kind to them as possible, to show she can be trusted. It won Pinkie Pie over in no time. But to the others, they still had a lot of questions. Well, one at least. As she looked at the fancy town, she couldn't quite track down the hospital which meant things were gonna be a bit more difficult than she thought. She could fly up and look around, but she didn't want to risk leaving the girls unattended, too. She sighed disappointingly.

"What wrong?" Fluttershy asked, while still in the magic bubble, having finally snapped from her trauma to notice the mare, who helped them escape with their lives and now is trying to help get them treated, looking kind of disappointed with a hint of aggravation.

"Huh?" Sakari looked up at her bubble before gently placing it down and popping it away, releasing Fluttershy. She waved an assuring hoof at the shy mare, "Oh, it's nothing, Fluttershy. I'm just thinking is all." she smiled a bit. "How are you feeling?"

Fluttershy shook her head and peered her eyes down a bit, "Scared."

Sakari could tell. That's all she need to hear to know Fluttershy probably needed some therapy after this, she then spoke in an assuring voice "Don't worry. We're away from that awful dragon. We can relax once we go to the hospital." She received a nod and soft smile from the timid pony. Another won over.

Rarity barely blinked but she could hear the conversation between Pinkie and the mare that looked like Cadence. She felt so tired, depressed and broken. She didn't know what to do. What could she do? She couldn't focus. All she wanted to do was sleep -- sleep for a long time. She closed her eyes, but a sharp pain suddenly woke her up and pushed her away from Sakari and Pinkie.

"Ow!"

"Rarity?! Are you alright?" Pinkie Pie asked worriedly. That came out of nowhere.

Rarity held her stomach and winced in pain a bit, "Y-Yes. I'm fine, darling. J-Just a stomach cramp is all." She completely forgot she did have something to worry about. And she feared it might not be long for it to get worse. She was glad Pinkie was still buying it, but then she looked to Sakari and bit her bottom lip nervously. From that questionable look on her face, Sakari wasn't buying it at all.

This was it. That Cadence look-alike was distracted. The moment to bail out was here. Rainbow Dash smiled eagerly and looked to the sky. She spread her wings and flapped, "Adios, suckers!" Rainbow Dash took to the skies and flew off.

Sakari swung her head up the moment Rainbow Dash took to the sky. The other mares looked on as well, never expecting Rainbow Dash to ditch them -- well, Applejack did, but she'll explain it to them.

"Rainbow Dash! Get back--" a red bubble suddenly appeared and captured Rainbow Dash faster than she could take off "--here?" Sakari looked at the bubble for a moment before letting out a soft chuckle.

Fluttershy and Pinkie Pie gave confused looks at the red bubble but got some chuckles out of Rainbow Dash bumping into the bubble over and over to try and get out. Applejack looked disappointed. So much for that plan.

"Hey! Let me out! Let me out!"

"You're not getting out of there, ma'am," a young, polite, somewhat gentle voice spoke, making the mares eye in front of them as Sakari gave a proud smile. Fluttershy looked behind her and jumped out of the way, letting out a quick yelp.

"Welcome back," Sakari greeted as a dirty-red unicorn stallion approached them with Princess Luna and another ponies behind him. "And I see you found, Princess Luna." She bowed to the younger sister. A light yet visible smile sent towards the princess of the night.

Luna returned the gesture and bowed back, "Hello, Sakari. It's nice to see you again."

"Likewise. Where did you run off too, Princess?"

Luna sighed disappointedly and explained, "I went to the Canterlot hospital to check on ponies that recently survived Ponyville's destruction," That got the attention of some of the Mane Six. "It wasn't good I'm afraid." She sounded as if what she saw was devastating at best.

"Are there any rooms left?" Pinkie Pie asked curiously.

"I'm afraid there aren't any rooms left. Most ponies have been left out in the open to be tended to," A unicorn stallion with ash-grey fur and black mane and tail with green highlight stood next to Princess Luna and answered Pinkie's question

"Who are you?" Pinkie asked curiously, distracted by the new faces with the dark blue familiar face.

The unicorn saluted to her with a happy-go-lucky smile, "Dark Thunder, Miss Pie. At your service." He received some giggles and snorts from the pink mare.

"Well, great, what are we gonna do now?" Applejack asked sternly.

Sakari jerked her head to the right and glared a one-eyed spear at Applejack, and spoke in her own stern, venomous, angry tone, "You are going to sit down, keep that stubborn mouth of yours shut, and patient whether you like it or not."

Applejack remained silent and sat down like how a dog would obey its owner. If the three-head dragon didn't traumatize her, this mare surely will. And she might have a feeling Sakari was gonna be cold at her and Rainbow Dash for some time. She watched as Sakari turned to focus on Luna and the other two stallions.

"If I may, Princess Luna, there are some spare rooms in the castle we can use. They can rest there while Dark and I patch them up." the red stallion said with a gentle eager look on his face as if he was ready to help. Sakari secretly looked at him with proud eyes.

Luna placed a hoof on her chin and thought about what he said. It finally occurred to her and nodded, "He's right. I completely forgot we have two spare rooms for guests to spend the night in. And if I remember correctly, there might be some first aid kits, too." Luna smiled, ecstatic to be reminded of this revelation.

Twilight overheard this as she sat on the last stair step to the castle. She didn't want to leave the castle and she was glad to hear it, but it still didn't stop her from feeling torn apart.

The red stallion lowered his red magic bubble and placed Rainbow Dash down. He looked at her unsure if he should release her or keep her in there. He saw the frustrated look in her eyes and figured she wanted out, but it wasn't up to her. He looked to Sakari and asked her, "What should I do with her?"

Sakari looked at the red stallion, then at Rainbow Dash. She gave the rainbow-maned pegasus a look so cold, that it actually made a chill run down Rainbow Dash's spine once they made eye contact. She was fed up with her and Applejack, and they knew it. The two mares quivered as Sakari spoke in a disappointed tone, "Leave her to me, Ruby. I have a few words to say to her." She threw her sharp gaze onto Applejack, "That goes for you too, Applejack." If these two were not gonna cooperate with her and listen to reason, then what's the point of being kind? It was clear she was tired of their shit, and she's going to get that through their thick skulls.

"Oh boy, whatever you two did, ya'll are in a heap of trouble," Ruby said in a laid-back tone. He popped his magic bubble and walked away from Sakari only to accidentally bump into Fluttershy.

"Oh jeez, I'm sorry, I didn't mean to do that," he said before Fluttershy shook her head and looked at the red stallion.

"It's fine. I wasn't watching where I was going."

Taking the fault for an action of another, Ruby didn't like that. It was his own fault and he was gonna make sure this mare knew she was innocent, "No, it was my fault for bumping into you." He then noticed some injuries on her body, "If you'd like, I can treat those injuries you have. Dark and I are medical ponies. We do really well in our jobs."

"Speak for yourself. I'm a field medic. You're a nurse. Our jobs are completely different," Dark Thunder teased, but was also being serious, too

"Oh?" Fluttershy was relieved to hear that. It made things so much easier than taking a trip to a cramped hospital. "Th-Thank you. That's real nice of you," she said softly as she looked away a bit before she gazed back at the red stallion again and had a faint blush.

"Um..."

"Oh, I forgot, my name is Ruby. Ruby Rozene," He offered a hoofshake which Fluttershy hesitantly accepted. The shy mare expected a firm shake as always but instead received a gentle one from the stallion. She mentally thanked the gods for that.

"My name is, um, Fluttershy."

Ruby chuckled and added as they released from the shake, "Heh, I've heard of you. The Element of Kindness and friend to all animals. It's a real honor to meet you." He smiled at her but quickly noticed something off. She looked down with a scared, traumatized look that caused alarms in his head to ring. "Oh dear, I think we need to get you inside, pronto."

"Ruby's right. We need to head back inside. We've wasted enough time as it is," Luna said as she walked past everyone, but offered to help Twilight back in the castle; Twilight looked at Luna and accepted with a nod.

Before she went with her, she looked towards the alicorn that looked like her old foalsitter, and spoke in a soft yet thankful tone, “Uum... thanks for saving us... Sakari, was it?”

Sakari looked to her and sent a little smile towards her, and replied, “Yes and you're welcome, but please, call me Si.” She winked, “It's a bit easier to remember.”

Dark Thunder motioned Pinkie Pie to follow and the pink pony happily joined him.

Si conjured two magic rope-like thread and lashed them at Rainbow Dash and Applejack, wrapping around them and trapping them and causing both to shout 'hey' at the same time. "Deal with it. You two have been thorns in the flank from the moment Mage and I saved your asses. Make this easier on the three of us; Stop playing the stubborn card and bucking cooperate!" Si's words, if not her tone, brought the two mares to silence. She wasn't going to take any more of their stubbornness; In fact, at this point, she was sick and tired of it.

She didn't care if they were gonna hate her, she walked away and dragged them back to the castle.

Ruby carefully and gently placed a hoof on Fluttershy's shoulder and spoke to hopefully snap her out of trauma, just a little, "Hey, Fluttershy, it's alright." he had a feeling he might've said something wrong to her. "Did I say anything wrong?"

"You... should probably know..." Rarity walked up to them and caused more alarms to ring in Ruby's head.

"Miss Rarity, you look like you need extra care," looking at the fashionista made him wonder what the hell she went through, but a weak wave and head shake made him stop so she can speak.

"I know I'm not... in tip-top shape, but you must know, Fluttershy had her backyard and forest destroyed by an awful dragon..." she didn't want to say any more than that because it would hurt her just as much as Fluttershy.

Ruby got the hint and nodded. Today is an apocalyptic day for everyone. He didn't get the whole story of what was going on, but during his moments at the hospital gave him some ideas or mainly just hearing one name over and over: King Ghidorah.

"Come on, we need to get you girls back inside. I can treat both of you as best as I can," he said as he managed to wake Fluttershy up by slightly nudging her and escorting them with the others."

"Thank you, darling. You're so kind," Rarity said as the doors closed once they got inside.

About time I got the second part done. Again, I'd like to thank LethalAuroraMage for letting me have permission to use her OC for the story. And I'd like to thank DT42 for lending some of his OC's for the story. If I may have done something wrong just let me know and I'll fix it. Hope you enjoyed the chapter.