Her parents said she could fly before she could walk. Her earliest memory was of a sea of white clouds rolling beneath her. Far beneath her. She had a thousand suitors, but Rainbow Dash only had one lover, the only one who could keep up with her, the one who, no matter how fast and how far she flew, always stretched out, inviting her to go farther, to fly faster, to soar endlessly higher.

Her love was the sky.

Tonight her love was weeping. Dark clouds roiled overhead, blotting out what stars were left. Rain, cold and silvery, fell from those clouds in sheets, drenching all who flew beneath them.

After what seemed an eternity, the wall of rain opened up like curtains being drawn back, revealing Cloudsdale, the city in the sky.

It was dark and flashed with lightning, a city of storm clouds.

Rainbow Dash and her friends landed in the center of town. The streets were empty. All the lights were out. Pinkie and Surprise climbed out of Luna’s chariot. The princess’s spell worked, the clouds held their weight.

“Ooh, what is with this weather?” said Rarity. She looked miserable, flapping her bat wings to stay aloft, fur soaked and dripping, her beautiful mane gone flat.

“I don’t know,” said Rainbow Dash. “Something must be going on at the Weather Factory. Let’s go!”

She charged ahead, the others following.

Surprise galloped alongside her sister. The stormy clouds squished like wet sponges beneath their hooves. What could be happening here? Cloudsdale was usually so…

She began to run slower, then slowed almost to a trot.

“What’s the matter, Sis?” asked Pinkie, slowing down to keep pace with her.

“Come on, Pinkie!” Rainbow Dash yelled back at her.

“N-Nothing,” said Surprise. She picked up her speed and ran after the blue pegasus. She didn’t want to be the one to hold the rest of the group back. I don’t belong here, she thought. I should be back at Ponyville, waiting for Pinkie to come back and tell me all about her adventures.

“Is it…usually like this?” she asked.

“Like what?”

“So frightening.”

“Hmm…nope! Sometimes there’s chocolate milk rain, or trees that make funny faces, or changelings that do bad impersonations of you! Say…does somepony need me to sing her a song?”

“Uh…no. Thanks, Pinkie.”

The Weather Factory loomed just ahead. Rainbow Dash landed in its entryway, reared up between two stormy columns and glanced back at her friends.

“Come on, guys!” she said.

The others hurried, racing toward the factory when--

“Wait! Stop, you foals!” a creaky voice called out to them.

They stopped. They looked and saw that the speaker was an old mare with a ball of lavender yarn for a cutie mark.

“What is it?” Rainbow Dash demanded impatiently.

“You fillies don’t want to be going in there,” the old mare said. “It’s been…taken over.”

“Taken over? By who?”

The old mare shuddered. “The silver ponies! The ones with stars for their cutie marks. They overran the city and took control of the Factory. Since then, it’s been nothing but storms.”

The ponies exchanged worried looks.

“That sounds like the missing ponies,” said Rarity. “But what do you mean silver?”

“It’s what color they are,” said the old mare. “All of them.”

Rarity frowned. She could only think of one thing that could take away a pony’s color. She remembered the time she lost her colors and became a grey pony. Discord had her convinced that a giant rock was…

[She does not think of that. Ever. Her mind bluescreens if you mention it to her.]

[“What are you talking about?” inserts Pinkie Pie. “Is this about Tom?”]

The point was that Rarity knew what it was like to lose your colors, to have everything that was important to you washed away and replaced by something else. Her brilliant eyes narrowed and she pawed at the wet clouds underhoof, flexing her dark wings angrily.

“If you are telling the truth, these silver ponies are probably under the influence of something else.” She sighed. “I hope Twilight gets here soon. We might need her memory spell.”

Surprise bit her lip. She remembered her own grey world before Pinkie threw a party and painted it a thousand living colors. It had been awful. It was like she didn’t even exist. “We have to help them,” she said.

“You?” the old mare asked. “What can you do? There are dozens of them, and they have unicorns who can walk on clouds. If somepony tries to stand up to them, they just tie them up with magic.”

Rarity shot the old mare a look. “I am a unicorn too, you know. Actually, since the Princess gave me these wings, I guess that makes me an alicorn!” She gave a tinkling laugh.

The old mare snorted. “Don’t say I didn’t warn you.”

The ponies brushed past her, into the Weather Factory.

Everything was wrong.

Silver pegasi hovered over the rainbow basins, stirring pools of liquid lightning. In the snowflake workshop, silver unicorns worked making hailstones. Everywhere there were silver ponies, moving like robots, eyes dull and colorless.

“Hiya!” said Pinkie to one of the silver ponies.

The pony didn’t even look at her, he just continued working. Pinkie waved a hoof in front of his face. No response. She tried making faces at him. He ignored her.

Surprise’s ears lowered. “Something is really wrong here.”

“We’ve got to find a way to snap them out of it,” said Rarity.

“Or at least get them to stop making storms,” said Rainbow Dash.

She flew up to where the pegasi were stirring the lightning. “Hey, you gotta cut that out!” she said to one of them. The silver pegasus acted as though he hadn’t heard her. “I said, you gotta…” She looked closer at the flying pony, recognition dawning. “N-Nightshy?”

“Oh, no,” said Rarity, thinking of Fluttershy.

It was him. Even with the dull eyes and the silver colors, you could still see his distinctive constellation cutie mark. He stirred a pool of lightning mechanically, as if he were a lifeless doll pulled along by invisible strings.

“Come on, Nightshy, whatever’s wrong with you, you gotta shake it off!” said Rainbow Dash. “You were supposed to have gone on a date! Don’t you remember how excited you were? What about Fluttershy?”

There was an almost imperceptible narrowing of his eyes. Had he heard her? Hope blossoming in her chest, Rainbow Dash grabbed him by the shoulders and shook him, causing him to drop his stirrer. “That’s right. Fluttershy! You remember her, don’t you? Of course you…”

She stopped shaking him. He was looking right at her. So was every silver pony in the Weather Factory. All of them had stopped what they were doing.

“Um, Rainbow Dash,” Rarity called up to her, “maybe that wasn’t such a good idea…”

Nightshy struck her. Stunned, Rainbow Dash fell out of the air and crashed into the soft floor of the Factory.

“Rainbow Dash!” all her friends cried at once. They gathered around her.

“What just…happened?” asked Rainbow Dash, sitting up and shaking her head.

“I think we’re in trouble…”

Silver ponies surrounded them.

“Oh, I don’t think so,” said Rainbow Dash. She glared at the silver ponies. The lightning emblem on her necklace glowed red. She flew at Nightshy in a flash of rainbow colored light. “Wake up!” She corkscrewed, delivering a spiraling kick to the pegasus’s head.

He crashed into one of the cloud columns with a crack.

“Who’s next?” said Rainbow Dash.

Apparently, they all were.

The silver ponies rushed Rainbow Dash and her friends. The Guardians of Harmony were no strangers to fighting. They had each taken martial arts classes in order to train for their video game debut. Fighting is Magic was never released in Equestria, but training for it had been a great experience for them all. And it came in handy during that whole Royal Wedding fiasco. This time, they were armed with the Elements of Harmony. Power surged through them. Their necklaces flashed with colored light.

Surprise mostly just stayed out of everypony’s way.

After the battle, silver ponies littered the floor of the Weather Factory, stars and chirping birds flying circles around their heads. Rainbow Dash was glowing as she flew a victory lap around the Weather Factory. Rarity was busy cleaning herself of any sign she’d been in a scuffle, but her eyes shone with triumph.

Pinkie Pie was hopping happily when she noticed Surprise standing apart from the others. She hopped over to her sister.

“What’s up? So, I guess we won.”

“Yeah…” Surprise said. Her voice was hollow. She was trying to hold back her tears, but her vision was getting blurry. “I’m sorry. I wasn’t any help at all.”

Pinkie shrugged. “Don’t get too upset about it. Those silver ponies are scary.”

“Not for one of the Guardians of Harmony,” Surprise said quietly.

“Come on. Don’t cry. I hate to see you cry…”

“I was useless!” A fountain of tears poured out of Surprise.

“You take that back,” Pinkie said sternly. “That’s my sister you’re talking about, and she is not useless!”

Surprise stopped her crying, but still sniffled. Pinkie was starting to get upset, and she didn’t want that. She just wanted…

To be part of the group, the thought fluttered softly through her. That was it. Pinkie’s friends were so incredible. Ever since she came to Ponyville, heard Pinkie tell her all about her amazing friends, she had longed to be a part of something so wonderful. But, while they were all nice to her, she never felt like she was truly one of them. Maybe it was impossible. They had something special, the six of them. It was as if they formed a magic circle, one that could never be broken. Something powerful connected them. Surprise wondered if that connection wasn’t even stronger than the one she had with Pinkie.

Even as the thought drifted through her, Pinkie nuzzled her. “You know I love you, right?”

“Right.”

“For how long?”

Surprise rolled her eyes, but smiled. “Forever!” she said in her best Pinkie voice.

The girls giggled.

Above them, the skies began to clear.

A chariot borne by silver steeds landed in Cloudsdale, just as the weather was clearing up and pegasi were peeking out of their homes to see if the threat had passed. Five ponies climbed out of the chariot and got their bearings. These five formed a magic circle of their own, though it was not yet complete.

Three little ponies marched down the street at the head of the gang. Their eyes were a flat grey, and their capes hung in ragged tatters. You could see clearly the mark of Discord on their flanks. The Chaos Mark Crusaders.

Behind them walked Octavia, whose eyes no longer shone silver, but were the same dull grey as the Crusaders’. Whatever power had possessed her was gone now, but she was still a Guardian of Ruin. The Element of Despair hung sadly around her neck.

Bringing up the rear was Trixie. She wore the Element of Loneliness, its black gem clasping her starry cape, but her eyes were not empty and grey like the others. She was the here of her own free will. A single promise was all it took to recruit her to their dark purpose. You will be more powerful than Twilight Sparkle. Her heart beat quicker just to think of it. She fantasized about a contest with the purple unicorn in Ponyville Square, or maybe even the Cloudiseum. Her fantasies always ended the same way: with Twilight Sparkle in tears and the crowd chanting her name, Trixie Trixie Trixie Trixie Trixie…

The Weather Factory was filling up with workers, even though it was still night. They had to fix the damage caused by the silver ponies as soon as possible. The Guardians of Harmony were hanging out with the workers, laughing and generally feeling pretty good about themselves.

Trixie entered the Factory, cape billowing behind her, the brim of her wizard’s hat pulled low, hiding her face.

“Are you here to help, Miss?” asked a rough-looking stallion.

“In a manner of speaking,” answered Trixie.

She leapt up onto an empty floating basin. The liquid lightning had been removed, but no rainbows flowed into it yet. Trixie looked down on the Factory workers, her violet gaze unreadable.

“Citizens of Cloudsdale, why do you rejoice? Do you think you have won, is that it? Look to the sky. The stars are falling. One by one they answer the Shadow’s call. Do you see? Do you feel the change in the winds? You have won nothing. A storm is still coming and there is nothing you can do to stop it.”

The Factory workers chuckled nervously. Rainbow Dash and her friends exchanged confused looks.

“What’s she doing here?” asked Rainbow Dash, raising an eyebrow.

“I’m not sure,” said Rarity, “but she sure looks serious.”

“She sounds crazy,” said Pinkie. Coming from her, this assessment alarmed the others.

“The Great and Powerful Trixie will not be laughed at!” Fiery violet energy engulfed her horn.

Dark clouds gathered overhead. A bolt of lightning fell from the gloom above, striking a snowflake workbench and shattering it. A cry went up from the workers.

“She is crazy,” said Surprise.

“Just what do you think you’re doing?” Rainbow Dash demanded, flying up and hovering at eye-level with the blue unicorn.

“The Great and Powerful Trixie is taking over Cloudsdale,” said Trixie. “Don’t stand in Trixie’s way.”

“You’re not taking over anything. Not while I’m here.”

Rarity joined Rainbow in the air, using her bat wings. “You mean, while we’re here.”

A slow smile spread across Trixie’s face. “That’s okay, Trixie has reinforcements of her own…Octavia, play. Chaos Mark Crusaders…do what you do.”

Music filled the Weather Factory. A battle theme.

The silver ponies awakened and began attacking the Factory workers. Rainbow Dash started to fly down to help them, her Element blazing, but a blur of orange hurtled into her, bringing her down into one of the floating basins. Rainbow Dash looked up into the eyes of her attacker.

“S-Scootaloo?”

Magic grabbed Rarity and pulled her down to the ground.

“Big Sister,” a girlish voice said.

“Sweetie Belle?!” Rarity’s mouth hung open in shock. “What are you doing here?”

Apple Bloom tackled Surprise. She was much stronger than a normal filly, even an earth pony.

“Why are you doing this?” asked Surprise.

“We’re not doin’ nothin’,” said Apple Bloom.

Chaos erupted in the Weather Factory. The Factory workers fled into the streets of Cloudsdale, chased by the silver ponies. Ponies screamed in anger and fear.

Octavia played on.

Trixie looked down at the commotion and smiled. She felt…happy. Why did she feel so happy? She wasn’t a cruel pony, but seeing all those pegasi flee in terror pleased her, and watching while the Guardians of Harmony were forced to fight their precious Crusaders…that was like opening a particularly beautiful gift on Hearth’s Warming Eve. Why did it make her so happy? She didn’t know. As she watched, her eyes gleamed silver.

Sweetie Belle’s eyes bored into Rarity. There was a hunger in that look that could never be satisfied.

She tried anyway.

“Nice wings,” she said. “I think I’ll take them.” Her horn glowed. Under normal circumstances, Sweetie Belle could never have stolen a spell cast by Princess Luna, but the Element of Ruin made her magic far more powerful. Rarity’s bat wings dissolved into shadow, a stream of darkness that flowed toward Sweetie Belle. The dark wings re-formed on Sweetie Belle, who tried them out gleefully. “These are fantastic!” she crowed.

Rarity’s hooves began to dip into the clouds. She was sinking! Her heart thudded in her chest and she began to panic, until an aura of blue light surrounded her.

It was Sweetie Belle.

“Th-Thank you,” Rarity said weakly.

“I’m not about to lose you,” said Sweetie Belle.

Rarity’s eyes filled with happy tears. She had been afraid for a moment there. It was almost as if Sweetie Belle was being cruel, and there wasn’t a cruel bone in her sister’s body. But no, she was still the same sweet filly that--

“I won’t let go of anything that’s mine,” said Sweetie Belle. The way she said it, without any caring whatsoever, chilled Rarity.

“What’s wrong with you?”

“What’s wrong with you?!” demanded Rainbow Dash.

Scootaloo looked down at her. Something flashed behind her, maybe lightning from the new storm that was brewing, or maybe one of Trixie’s fireworks. It made a silhouette out of her, a shadow that looked down at Rainbow Dash with savage eyes. Scootaloo didn’t want to steal from her or to own her like Sweetie Belle did to Rarity. She wanted to hurt her.

She did.

Rainbow Dash cried out in pain. “What…why are you…”

“Are you scared, Rainbow Crash? You should be. You should be terrified of what I am going to do to you…”

This wasn’t the Scootaloo she knew and loved. Where was the little filly who looked up to her and saw a hero? What had happened to change her into this? Rainbow Dash tried to talk to her, to wake her up…

This earned her more pain.

“We’re not the bad guys,” said Apple Bloom.

“Let me go!” cried Surprise. “Rainbow Dash is in trouble!”

“Don’t worry, Scootaloo won’t hurt her.”

“You’re lying!”

There was a flash of sky blue light. It came from Pinkie Pie’s Element of Harmony. Apple Bloom was thrown off of Surprise. She picked herself up, a confused look on her face.

“Nopony messes with my sister!” Pinkie declared.

“Your…” Apple Bloom looked shocked for a second, then she grinned widely. “Oh, but I do! Let’s see what the Element of Laughter can do against this!”

There was a pulse, like a heartbeat, coming from the black ornament around Apple Bloom’s neck. As the sisters watched, she began to change, the red from her hair running like candle wax over the rest of her body, fur hardening into scales, claws sprouting from her hooves. Her grin stretched until it was too wide for her face, which stretched until it was too long for her body, which stretched and stretched and stretched…

Teeth sharpening.

Eyes burning.

Breath smoking.

The red dragon reared up on its hind legs and opened its mouth to breath its flame at them. Surprise cowered. Pinkie stood up and laughed.

“You expect me to believe that!” said Pinkie. “Apple Bloom can’t turn into a dragon, silly! You’re just trying to trick us!”

A deep chuckle rumbled out of the dragon. “A trick, ya say? A lie? You’d know all ‘bout that wouldn’t ya, Pinkie Pie?”

“What do you mean by that?”

“I’m the Element of Deception. Do ya think ya can lie ta me? What if I told yer sister that you--”

At that moment, Pinkie did something very un-Pinkie-like. She leaped at the dragon and tackled it to the ground, frantically hitting it over and over again. “Shut up shut up shut up shut up!”

The illusion faded like mist, and Apple Bloom lay there, eyes rolling around in her head. “Ugh…” she said. “Yer no fun anymore, Pinkie…”

“Pinkie!” Surprise gasped.

“I’m not lying…” Pinkie whimpered, tears in her eyes.

“Don’t listen to her, Sis. She’s the one who lies…”

Apple Bloom just smiled. “Are ya sure?”

Trixie noticed Apple Bloom’s defeat at the hooves of Pinkie Pie. The Elements of Harmony are strong. But there were only three of them here, and five Elements of Ruin. The sky above was beginning to lighten. Dawn was fast approaching. It was time to end this.

“To me, Chaos Mark Crusaders!” shouted Trixie. “Octavia, come!” Purple incandescence radiated from her horn. On the ground, Apple Bloom was surrounded by a violet bubble. Black electricity crackled around it. Slowly it floated off the ground.

Sweetie Belle flew on her new dark wings to join Apple Bloom in the air.

Octavia stopped playing. Trixie’s magic lifted her up to join the others.

Scootaloo looked at them, then back down at Rainbow Dash. She looked like she couldn’t decide what she wanted to do. Finally she gave a disappointed sigh and let Trixie’s power carry her up.

At last Trixie herself joined them, hovering at the head of the group, eyes closed.

Rainbow Dash stretched her wings painfully. Some instinct told her that she was in danger. That they all were. “Guys, we gotta get out of here!” she shouted.

“Not without my sister!” Rarity cried.

“Come on, girls,” said Pinkie. “If we stand together, we can beat them!”

Rainbow Dash and Rarity joined Pinkie and Surprise.

“I’m not sure this is going to work without the other Elements,” said Rarity.

“I wish Twilight was here,” said Rainbow Dash.

“No. You can do this,” said Surprise. Suddenly she was certain. As sure as she had ever been about anything. “Friendship is stronger than whatever they have on their side.”

The friends held each other in a fierce group hug.

Trixie’s eyes opened.

They were pure black.

A torrent of dark energy cascaded down onto the huddling ponies, which were surrounded by a soft glow.

There was a flash of light and darkness, and a noise like thunder.

Rainbow Dash opened her eyes. Her ears were ringing. She looked around. Everypony was down: her friends, Trixie, the Crusaders, the musician. All were lying around like broken toys.

She struggled to her hooves.

She spread her wings, looking up at the sky. It was blue. The sun was rising.

Somepony had to go get help. Their enemies were powerful, too powerful to handle without all the Guardians of Harmony gathered together. Rainbow Dash launched herself into the air, soaring up up up…

The sky. Its hooves reached down and picked her up into its embrace. Her hearing was coming back. She could hear the music of the wind as it brushed her mane. She could hear her heart pumping with the thrill of flight. She could hear…crying?

She looked down at the Weather Factory. Her friends. They needed her. She couldn’t see Pinkie Pie, but Rarity was being dragged off by silver ponies. Trixie was getting up again.

The sky beckoned her to just keep going, to fly away. She could escape. She could come back with Twilight, ride in on a cloud like a hero. All she had to do was give in, to let herself be carried off on the winds. She wanted to.

Rainbow Dash looked up at all that blue and smiled sadly. I’m sorry, her smile said. For though Rainbow Dash had a thousand suitors, she had only one lover. And beyond that was something more, something eternal, a love for which she would even give up the sky if it was asked of her.

She stopped her ascent, hung motionless in the air for a breath, then Loyalty Incarnate pulled in her wings and fell into a dive, the wind rushing past her ears in a high pitched scream.

Her vision narrowed to a tunnel. The walls of the tunnel were alive with colors. Silver ponies looked up, sensing something was coming. Hope lit up in Rarity’s eyes. Trixie looked terrified. That’s right, witch, here comes the Element of Astonish--

Rainbow Dash was snatched out of the air and slammed into the cloud-ground with the force of a train wreck. Her body flooded with pain. She gasped. She could barely breathe. What was that?

There was a whoosh as a massive figure landed over Rainbow Dash’s crashed form. It was Princess Celestia! She was the color of polished silver. Her mane was flowing like liquid tinsel. She stood over Rainbow dash and placed a heavy hoof on her body in an ages-old gesture of a conqueror’s victory over the conquered.

Rainbow Dash looked up. She was hurt. She hoped nothing was broken. Her breathing was shallow, labored. Her vision blurred. (Was she crying?) She looked up at the Princess, and beyond her.

The far-off sky.