“Mister Starstep.” Steelhoof rumbled. “We have a problem.”

There was silence after Steelhoof's statement. Even with Steel's deep blue mane flattened by the downpour, causing the stallion to appear smaller than he remembered, Starstep still felt a twinge of intimidation knotting in his belly looking up at the soaked pony. His ears flexed back and he resisted baring his teeth. This was not a face he wanted to see at this hour, or any hour for that matter.

Steelhoof's cool and calculating bronze eyes reflected in the soft glow of the Dazzle's light-orb. Those eyes took in everything around him, filing away the knowledge to use in future dealings.

The stallions just looked at each other, the steady patter of rain and occasional gusts of wind acting as white noise to the unspoken stare-down they were having. For a moment Star felt his hoof tense against the wood and the urge to slam the door hung precariously on the edge from thought to action. Only the click of hooves on the stairs at his back stopped him.

Sandy asked from the top few steps. “Oy, now ooh be at tha door, Star?”

Starstep turned his head slightly to answer, eyes never leaving the larger pony standing in the dark rain, illuminated faintly by the little glow-orb. “It's just...” He hesitated, “An informant for the guard.” His full attention returned to the silver-coated stallion, his eyes narrowed daring the stallion to argue with him. A slight smile flickered on Steelhoof's muzzle.

“Well, not be lettin' em catch ah cold in tha rain. Bring em in for a pot, I'll right get some towels for the 'oor lad.” She hopped back up the few stairs and around the corner, presumably to the linen closet.

Star side-stepped, pulling the door wide for the big pony to trot in, then shutting it firmly and locking it tight after Steel's tail cleared the entrance. He leaned up against the door, watching the earth-stallion, but noting Dazzle and Lighthoof peaking over the back of the futon. His pegasus brother was blinking against the soft gold light of the orb, his muzzle twisted in mild pain as he struggled with his hang-over, while Dazzle's eyes flicked from Steelhoof to Star, an eyebrow and ears raised in question.

The silver pony seemed unaffected by the attention, standing confidently just inside the townhouse, giving a cursory glance about before his eyes drifted up to the descending unicorn with fluffy towels draped over her pink bathrobe.

Sandy's smile widened after getting a good look at the burly pony, eyes sliding up his legs to the thick neck. “Oy, well this be a pretty present. Nice to see a pony with 'ome northern Trottingham blood in em. Rare lot these days.” She used her magic to lift both towels up in light-yellow aura. “May ah?”

Steelhoof's face instantly shifted to a warm, welcoming smile, his eyes sparking with amusement. Star wondered if it was false or if he normally covered it with a mask of composure like Luna. “Please, Miss. I must say I often envy the ease of which unicorns can do such tasks.”

She grinned, using her magic to ruffle the towels through his mane and down his coat, apparently enjoying the work. She finished the proper places to touch a pony quickly enough before floating the drier of the towels before him. “For yer tail, less yah like me to give yah the once over mahself.” She winked.

The stallion chuckled and swept the towel into his hoof. “Quite alright, Miss. I'm a big pony.”

“'magine so.” Sandy quipped, her eyes dancing over his barrel and shoulders before she spun and trotted to the kitchen, her horn flaring to light a few of the candles in the room, much to Lighthoof's agony. A soft clattering of metal announced her intentions of heating another pot of tea.

Steelhoof wrung out the water from his tail, moving its status from soaked to damp, then draped the towel on the hardwood to help gather up the puddle he had let gather at his hooves. He glanced back at the glaring pegasus and smiled, no warmth in Stee's eyes now.

Starstep shook his head, his ruffled charcoal-grey mane flicking about. He wanted to ask how long Steel had been spying on him, seeing as the big pony knew exactly where to find him, but he decided it was best to go with the charade of Steelhoof being an associate. “Alright, so what's this problem?”

“Simply put, Mister Starstep, the griffons are attacking, or I should say, will be in full force momentarily.” He revealed the threat with as much enthusiasm as one would talk about a walk to the mailbox.

“WHAT?! HOW?!” Sandy had sprung to the half-wall separating the living room and the kitchen, her hazel eyes gone wide.

Steelhoof held up one of his big hooves. “Allow me to keep it brief as we do not have much time. We can discuss the finer details later once we return to the fortress.”

“We return to the fortress?” Starstep raised an eyebrow.

“Yes, we. Payment for services rendered. Now as I stated, Mister Starstep, we do not have a lot of time. Please allow me to finish.” He waited for any of the ponies to interrupt him then continued, satisfied they'd let him. “The ships in the harbor are burnt, the train derailed, and the gate-guards are missing. Currently the only means of leaving the city are via the royal chariots tucked away in the fortress.” He glanced at Starstep but the pegasus remained silent.

“Griffon patrols have started to enter the city and are pulling residents from their homes. Air squadrons are along the roofs using the storm and dark as cover to catch ponies still wandering the streets and to make matters worse, there appear to be magic-users commanding the attack.”

Dazzle frowned. “That is quite impossible-- we have an alert system all along the walls. The alarm should have been sounded.”

“As far as I can tell, Miss Dazzle, the guards were overwhelmed in one precision attack. As you may recall, most of the city guard has been reinforcing the border or the fortress itself. This storm is the griffon's doing, and it is far from the kind we are used to in Equestria.”

“With all due respect Mister...?” Dazzle raised a hoof from the back of the futon.

“Steelhoof.” He bowed his head ever so slightly. “My apologizes for not properly introducing myself. It appears I've forgotten my manners in the rush.” He glanced back at Starstep.

Dazzle waved it off with a hoof, her horn glowed, banishing the glow-orb now that the candles were illuminating the room. “Mister Steelhoof, that seems a rather tall tale. The rogue clans are numerous, but they have never been that coordinated. They are more horde-like than military.”

Steelhoof smiled slyly at the yellow unicorn. “If you do not believe me, please, go wander down the street and ask the nice griffons pulling ponies from their beds in the middle of the night. If you'd rather wait, I'm certain they'll be here shortly to take you as prisoners.”

Star wanted to call Steelhoof a liar, to disprove this nonsense he was spouting, but if he knew anything about the information-broker, it was that Steelhoof valued truth and knowledge above all other things. He was probably omitting some facts, but the reality was that Spurlin and possibly the Princesses were in trouble.

“Why now?” Star asked, stepping from the door to look up at the larger pony.

“My... inside griffon gave me a warning just recently. It appears that the attack was not planned for another few weeks, but something has stirred up their leadership this morning, rumors of an information leak, so their claw has been forced.”

Dazzle and Star shared a glance, which did not go unnoticed by Steelhoof.

“Alright.” Star began. “If the streets and rooftops are beginning to be swarmed with these griffon packs, how do you expect all of us to make it back into the fortress?”

“Quite simple, Mister Starstep. I know for a fact that you three,” He gestured one of his hooves at Star, Dazzle and the rather groggy Lighthoof, “went into a graveyard not far from here, and reappeared in the castle later on. Meaning that you found an underground passage. We'll simply take that route.”

“NO!” The three aforementioned ponies shouted, startling each other and causing Steel's eyebrows to raise. It was the first time Star had seen him genuinely surprised.

Dazzle flattened her ears and looked away, sinking below the back of the futon to curl up with a pillow. Lighthoof rubbed at his temples, gritting his teeth, and Starstep stamped the ground with his hoof, his ears tilting back.

Star stared up at the larger pony defiantly. “We are NOT taking that route. I'd rather take our bucking chances with the griffons.”

Steelhoof's bronze eyes took in their reactions before returning to the aggressive pegasus. “Then you doom us all, Mister Starstep.” He sighed. “Have you heard the stories of what these rogue griffons are doing to ponies that they capture? I do not know what it is in that passage that frightens three Night-guards so badly, but I do not think having one's horn cut off or heart eaten is much of an improvement. I've even heard tales they've taken to collecting pegasus wings to adorn their helms.”

“I didn't think you dealt in stories.” Star quipped back.

The earth-stallion smiled slyly at him. “Are you saying that it's not true?” He gestured to Sandy. “Shall I take this fine young unicorn for a stroll down to those brutes and see what they do to us?”

Starstep had to look away, all but confirming the truth of the matter.

“Splendid, then shall we be on our way to this hidden passage? As I stated, the noose is tightening. I for one do not intend my head to be there when it does.”

Dazzle poked her head up from the futon. “Well... there's another option.” All eyes turned to her as she brushed her short, pale-blue mane aside. “The Night-Guard headquarters isn't too far away either. We can take refuge, let the guards on duty know what's going on, and use the mirror there to contact Princess Luna.”

Star found himself nodding. “I like that idea.”

Lighthoof raised a limb, his other still clutching his head. “Seconded.”

With a heavy sigh the silver-coated pony shook his head. “Very well. It's not the safety of the fortress, but I suppose that would be the next best place. If we can contact your wife,” Steelhoof said, smiling at Starstep, “I'm certain she'll have a means to bring us to the fortress.”

In short order, Sandy turned off the stove and gathered a couple of brown guard-ponchos. The colts insisted the mares take them, and though they argued briefly, they relented when Lighthoof insisted that they needed their eyes clear of rain to cast spells if trouble broke out. The Sun-Guard had also started to put on her armor when Dazzle warned her they were sneaking, not going into battle. With a sigh, the mare saw reason and instead brought her sword on its belt instead. Starstep was really wishing he had his own weapon right about now.

With the group assembled at the entrance and all the candles blown out, Star cracked the door and peeked out into the dark. All was quiet and nothing moved in the shadows but gusting rain. Thunder rumbled and boomed, the vibration shaking Star's legs as he widened the opening a bit more, sticking his head out to look up and down the deserted street, holding his breath.

Lightning flashed; nothing seemed to be out there.

He slipped out of the townhouse, Sandy taking up the rear to shut the door quietly but the others following close on his tail. The first thing that came to the Starstep's mind was how cold the rain was, like the drops had formed into tiny icicles that stung mildly with every barrage that pelted him as he dashed across the street. His breath came out in tiny clouds of mist as the others took cover near him under the overhang of a closed general store.

He watched both directions intently, but again, nothing moved.

“Keep an eye on the rooftops.” Steelhoof whispered in his ear, causing him to jump slightly.

He did look up, but he could only make out the faintest outline of the surrounding buildings until a lightning flash lit up the black sky, illuminating everything for a brief moment. But there was no one watching them as deep thunder followed the flash.

“Ok.” He whispered to the poncho-covered Dazzle. “You have lead since you know all the entrances. We got your back.”

The unicorn looked up at him and gave the briefest of nods, confidence in her stance. He nodded back and gestured with his head before stepping back to allow her to slip past like a ghost.

Star immediately took to her tail, the others falling into line. Steelhoof right behind him, followed by Sandy and Lighthoof. Despite his hang-over, Lighthoof insisted on rear-guard. Starstep knew his brother could handle it; the tan pegasus having grown up on the toughest streets in Equestria.

Dazzle slid from one group of darker shadows to the next, quietly avoiding the worst of the puddles as they darted like mice down the street. Occasionally she'd stop under an overhang or in a side-alley, letting the others catch up. Bundled together, they would wait with baited breath for a cry of alarm or sudden attack, but only the rumbling of thunder and pattering of rain infringed upon their privacy. Star began to doubt the invasion was as serious as Steelhoof made it out to be. He looked over at Dazzle as her head continuously moved from side to side, searching the dark and roof tops during one of their pauses and admired her skills. He had no doubts that Luna had picked the right pony to work for her.

Lightning flashed, momentarily blinding him, but in that brief instant Star saw a griffon standing down the street from their hiding spot. Maybe thirty yards. He gently tapped Dazzle on the shoulder and gestured down the street to where the griffon was. She tapped his hoof back, acknowledging his warning and they waited a moment more.

Again, a quick bit of lightning illuminated the griffon. He wasn't alone now, conversing with two others in the middle of the street. Another flicker of light revealed a fourth walking towards the griffons from a nearby alley, dragging a rather large sack with something struggling inside.

Lighthoof crept up to Star's side. He gestured in the direction of the griffon group and made a hoof-to-hoof movement with his fore-hooves.

Dazzle shook her head, catching his intention and gestured upwards to the factory across the street.The group's gaze followed her lead, staring anxiously into the darkness until a flicker of lightning revealed a trio of griffons on the roof-top watching the streets below, rods with a curved fork on the end clutched in their claws— Pony-catchers, they were sometimes referred to. They were designed to hook ponies alive with minimal chance of lethal damage, though the heavy cudgels on their studded belts informed the group that these griffons were willing to break bones if necessary.

So the five ponies waited with hushed breath. Water down their coats and ponchos, dripping into their eyes. They were too afraid to wipe the moisture away. No movement from anypony. Lighting flickered and the rain increased in intensity. Long agonizing minutes passed. Then, a flash revealed the group on the roof had departed and the one down the street had long since vanished. For all Star knew, they were hiding in the shadows down there.

Dazzle looked back at the group, pointing her hoof down the street and shook her head. Without a word, she slipped off, leaving the others to scramble after as she darted along the edges of the building and took a hard right into a narrow alley.

More twists and turns and Star was now thoroughly lost. His only real landmark, the fortress on the hill, was hidden from view in the deep, dark alleys between the numerous factories and homes. Wet brick and cobblestone were all he could make out as the poncho covered pony in front of him hurried onwards, never wavering from her course.

He guessed an hour had now passed since they'd left Sandy's townhouse. He was cold and fighting back occasional shivers, and had long since grown numb to the sting of the rain as it pelted them relentlessly. A glace back told him that Lighthoof wasn't fairing much better, but Steelhoof, despite his drenched appearance, didn't seem affected at all. The earth-pony met his gaze and grinned causing Star to grit his teeth. That stallion was enjoying all of this.

Starstep didn't notice Dazzle had stopped and slammed into her rump, topping the unicorn forward a few steps before she regained her composure and glared back at the embarrassed colt. Satisfied that her stare had properly scolded him, she crept forward to glance around the edge of a building. Her covered silhouette scanned left, right, then waved a hoof at them, beckoning them forward.

Across from the alley, about twenty yards out, Star could only just see a fountain, faintly illuminated by dimmed street-lamps. Something seemed familiar about it.

Dazzle leaned up to whisper in his ear. “That's the fountain entrance to the headquarters, but something does not feel quite right.”

Lighthoof poked his head out from the alley, looking left, right and up before retreating. “Feels wrong.” He hissed.

“I agree.” Steelhoof added.

Starstep hadn't grow up in the street-- he never had to deal with rivals trying to ambush him in dark alleys, or avoid capture by the law. However, he did sense something else; a little tingle on the back of his spine told him not to turn around.

Though he knew that the thing in the shadows was watching them, he ignored the sudden feeling of panic in his belly and gathered the group up into a huddle, whispering first to Sandy. “What's your opinion?”

She shrugged, water pouring off the folds in her poncho. “Sorry love, ah tend to deal with thieves and troublemakers. Pretty straight forward work. None O' this sneakin' 'bout. Bloody well could be an ambush, O' could be nothing but us being right skittish little gits.”

Lighthoof glanced out at the fountain then back at the group, shivering ever so slightly. “Could the HQ be compromised?” He asked Dazzle.

“Always possible. We have been operating out that HQ for a couple years now, but only the Princess used that entrance.”

The big earth-stallion spoke up, though whispering his voice still rumbled. “I live in the shadows every day, Mister Starstep. This is my world. So heed my warning that if we attempt to cross to that fountain, we will be attacked.”

“You just want us to go to the that underground passage and straight to the fortress.” Star hissed.

“I hate to say it, but I think he's right, dude.” Light whispered, looking his fellow pegasus in the eyes, his shoulders tense and wings giving a little quiver. “You know I grew up on the streets. I had to learn to sense when somepony was waiting to jump me. It's just instinct now, and my instinct is screaming at me that this is a really bad idea.”

“Worse idea than going back into those tunnels?” Star asked. Lighthoof looked away and Dazzle's body seemed to slump under her poncho. “I didn't want to say anything, but you remember our...” He hesitated, not sure how to word it, Luna's warning echoing in his ears. “... problem we dealt with?”

Lighthoof tilted his head, mane plastered to his head. “Yeeeeah? What of it?”

“It's watching us again. Maybe that's what all of you are sensing.”

Dazzle backed up quickly, flattening herself against the brick-wall and started to breathe rapidly, little puffs of cloudy air punctuating her quick exhales. Lighthoof's eyes grew wide and he searched the darkness wildly, spinning about with his wings extended in fight-mode. Lightning flashed-- the area around them seemed to be clear. Nothing to be seen in the shadows. Steel looked on curiously, while Sandy just seemed puzzled at their reactions.

Several tense minutes passed, but still, nothing showed itself. Lighthoof marched up, put his face against Star's and hissed. “That is NOT ok, dude.” He gestured an angry hoof at the terrified Dazzle. “See what you're doing to her?”

Star pushed his forehead back against his brother's. “I'm not doing anything. I'm telling the truth. Ever since we got back I've sensed that... problem watching us. I don't know why, and I don't know how. Just like I don't question how you three seem to sense that somepony is ready to jump us out there.” He gestured a hoof towards the fountain, struggling to keep his teeth from chattering from the chill in his body. “It's watching us.” He hissed sharply, staring into Light's angry eyes, daring him to call him a liar.

Their gazes stayed locked together for a long moment, before Light pulled back and nodded. “Alright dude, fine, I believe you.”

Satisfied that he had made his point, Starstep trotted over to the frightened unicorn and pulled her into a hug. She melted into his fore-legs, shivering into his chest. Gone was her earlier confidence, and it was his fault for bringing the shadowy presence back up. Luna had been right; this thing did draw power from being acknowledged. “Shhh,” he whispered in Dazzle's ear. “I'm sorry, Dazz. I really didn't mean to scare you. I just wanted you all to know how serious this is. We can't go back down there. It's not safe.” He hugged her tight while the others looked away uncomfortably.

Dazzle's fearful tears were quiet, adding to the damp pegasus' already soaked chest. She slipped her hooves around him and returned his hug, her trembling fading away after a few moments. Eventually, the unicorn pushed out of Star's embrace and cleared her throat, having recovered her wits and embarrassed by the display of affection. “Sorry, all of you. That was most unprofessional of me.”

Steelhoof looked to Star, an eyebrow raised. It was clear the big stallion wanted to know what all the fuss was about. Star took a tiny bit of satisfaction in knowing that there was some information that the earth-pony was not privy to. It was nice to be ahead of the game, despite the fact that he'd rather not know about it either.

Sandy slid up beside the other mare, offering her side as a show of support to her before whispering to the group. “Oy, what's the plan? We can't right stand here all night, tha Princesses and Clan-heads may be in-”

CLANG CLANG CLANG CLANG CLANG CLANG CLANG

Out of the darkness over the pouring rain an alarm bell rang out, interrupting the Sun-Guard. A solitary break in the sound of water and wind. Just one at first, then a scattering of a few more joined in, creating a chaos of noise from the distant walls. In that moment, multiple griffons swooped down from the black skies and dove into the windows of the houses surrounding the fountain-square. Screams of panic and shouts of alarm rang out from the breached homes as the residents struggled with the invaders.

Dazzle grabbed Lighthoof's shoulder as the pegasus prepared to lift off. “I am sorry, Light, but our priority is contacting the Princesses. They may not know that the city is completely infiltrated.”

“But those ponies need our help! I swore an oath to protect!” He shoved off her hoof.

“And you will, by making sure they get the best help available. We are just five ponies against a swarm of griffons. These rogue griffons live to fight; we just fight to live. There's a rather large difference.”

She looked him right in the eyes. “We might save a pony or two, but we cannot take them with us. It's been hard enough for us to avoid detection as it is. If we get caught, who is going to warn our Princesses? Who is going to rally the troops? I am still shook up, you are still hung-over, Star cannot fly and it's really hard for us two unicorns to see targets in all this dark rain.” She jabbed a hoof in his soaked chest-fur. “Not to mention that Star and you are close to hypothermia. We cannot help them like this, Lighthoof. We cannot.”

The sounds of fighting and cries of panic began to rise up from all around them, causing the pegasus to stamp a fore-hoof.

“We could try.” He argued.

Dazzle nodded solemnly. “You are certainly correct, we could. And we would fail everypony who is counting on us.”

Star saw the emotions play out on his friend's face, an inner struggle tearing at his heart. Lighthoof turned in a circle, stomping his hooves in frustration then he lowered his head, eyes squeezed shut and ears flattened. “Fine...”

Starstep didn't like it either, but he knew his friend was taking it especially hard. “Alright, let's make this count and run for the fountain while the griffons are busy.”

Sandy nodded. “Sound's like ah plan, love.” She drew her sword with her teeth and gestured with her head towards the fountain while looking at Dazzle. The other unicorn nodded and charged out of the alleyway, Sandy on her flank and the others in close pursuit.

Twenty yards... Ten... Five. They were within spitting distance of the fountain when a robed figure stepped out from behind it. Lightning flashed, revealing the faint outline of a griffon-like form in a red robe, though the exact hue was hard to tell in the brief illumination.

The group skidded to a halt, watching the hooded form suspiciously as it calmly walked around the side of the basin to stand before them.

“Surrender, Consorts, and I promise no lasting harm will come to you and your escort.” The gravely voice of a male griffon spoke from under the hood. Oddly, the robe did not appear soaked or even touched by the downpour.

“Sweet nightmares,” Steelhoof swore. “It's a Red-Druid! Run, you foals!” His hooves began scraping the cobble-stone for purchase to gallop back the other way. The sharp rasp of his steel horse-shoes would have kicked up sparks had the ground been dry.

Star didn't know what a 'Red-Druid' was, but he heard real caution in Steel's voice and that was all the convincing he needed. “Do as he says, run!”

The group spun and galloped away as the figure in the cloak raised a claw, scratching the air and leaving green runes shimmering like trails of smoke. Star spared a glance back as the figure circled his floating words and the air seemed to crackle with energy.

Roots began shooting up through the cobblestones at their feet, threatening to trip them, a few curling out wildly to wrap them in their coils.

Though they stumbled a few times, helping each other regain their footing, they managed to retreat into the alleyway galloping as fast as they could in the slick conditions. Down one alley, then another, Dazzle leading the way, darting down side passages at random intervals.

Star glanced up to notice a hooded figure landing on the roof ahead of them, sickly green runes appearing in the air again. “Buck me, he's ahead, detour, Dazz!”

She responded immediately, ducking right under an overhang and through the black doorway of an abandoned factory, the others right on her tail. Just as they cleared the door a flash of green light illuminated the alley-way and a ridiculously powerful wind rushed through it. A part of the hurricane force wind found its way into the open door and bowled the five head-over-hooves.

Star just blinked in disbelief as he found himself upside down on the floor, confused how he ended up there. The wind felt a lot like the kind from the Everfree Forest— wild, and untamed.

“Oy, what in holy horse-apples is that nutter?” Sandy asked, panting from the hard run as she untangled herself from the pile of old rope she had been blow into.

Steelhoof stood shakily from wall he'd been smashed against. “Red-Druid. The griffon magic-users I warned you about.”

Sandy helped Dazzle get to her hooves. “Oy, ah know ah few combat spells, lemme take em down a peg.”

The big pony looked at the empty door-way as though expecting a visitor. “Be my guest, Miss Sandy. Just keep in mind that they work in mated pairs. That was probably the female that blew us down.”

“There are so many bad jokes I could make with that.” Lighthoof grumbled from the old conveyor belt he'd been tossed under. He groaned as he pulled himself back to his hooves, his steps a bit wobbly.

Starstep looked around the dark interior, fighting his body as it began to tremble from the cold. “Please tell me that wasn't the only way out.”

Dazzle's horn shimmered in her golden aura as little glow orbs scattered from her in every direction. “Should be a way to administration. All of these old factories had offices attached.” She scanned around her, intently seeking escape.

“Oy-- there love.” Sandy pointed to a dark passage towards the back.

The group trotted hurriedly to the opening, as all but one of Dazzle's glow-orbs winked out of existence, her last one hovering just ahead of them to light the way. The doors along the hallway were sagging on their hinges, handles collecting spots of rust. Dirty puddles dotted the tiled floor and cobwebs hung from most of the corners. They could hear the steady roar rain on the roof and the accenting drips of the various leaks from the ceiling. Even through the old brick walls they could faintly hear the alarm bells still sounding.

At last they exited the hallway into a simple lobby: old benches, rotten from termites, sagged in rows in front of a secretaries desk, which was in equal disrepair. Old filing cabinets were toppled over, their drawers half-opened revealing their emptiness. Across the tiled floor, the double doors marking the main-entrance were chained and padlocked from the inside. The group slowed their pace, cautiously approaching the secured exit.

“Do you know where we are, Dazz,” Star whispered to the mare, struggling against the shivers that assailed his body.

“I... have an idea, but I will be honest, Star— we were in full flight mode back there. I need a landmark to get my bearings back. This door leads to a main-street. Once we get to an intersection, the signs will get us back on track. We'll try for the book-store HQ entrance next.” She glanced at him and stopped, the rest of the ponies halting as well. She gazed over the exhausted group; even Steel was beginning to show the first signs of fatigue. “We need to get you all warm, and soon.” She pulled the securing strap on the poncho with her magic and swept it up and over Star's back. He opened his mouth to protest but the mare poked him in the chest.

“Do not dare argue with me. We are a team and I will not have you slowing us down because you are too stubborn to let a mare share the burden. You can take your chivalry and shove it.” Her green eyes reflected in her glow-orb, full of concern and a touch of anger.

Star shut his mouth, eyebrows raising at her sudden dominant attitude as she secured the poncho over him. He looked over his shoulder to notice Sandy doing the same for Lighthoof. Steel just seemed mildly amused by it all.

“Right, now that we are ready, let us move post-haste before those magic-wielding feather-dusters decide to come in after us.” She lowered her horn to the padlock— a spark of magic later and it fell away with a soft clatter. Gently, she used her magic to slide the rusted chains away from the handles and rested them aside, gesturing with her head to Steelhoof.

“If you would, sir? The doors are rusted shut and we could use an earth-pony's touch.”

Steelhoof smiled. “It's going to make a lot of racket.”

“With all the bells and fighting going on out there, what is a bit more noise?”

“Fair enough, Miss Dazzle.” The silver pony marched up, spun around and bucked them the iron off their hinges. The pair of metal doors tumbled through the air, slammed into the ground and slid screeching across the wet cobble-stone street a few yards before coming to a stop. He shrugged at the group. “Apologies.”

Starstep reminded himself to never get in a brawl with the big pony.

“Oy, those two nutters are sure to 'ere that, we need to move, now!” Sandy started for the door, Dazzle at her side, her glow-orb winking out.

“Let us go colts!”

Out into the driving rain they charged into the street and sharply to the right towards the nearest intersection not but thirty yards away, the dim lamppost on the corner marking their objective.

Star glanced up as lightning flashed, revealing a trio of griffons on a nearby rooftop spreading their wings as the pony-group galloped past.

“Buck, Dazz, we're spotted.” He called out a warning.

The mare banked hard left into another alley, leaving the others to scramble to catch up. Just as Lighthoof cleared the corner at the rear, a weighted net slammed into the bricks above his head.

“Holy buck!” The pegasus exclaimed, glancing back to see the three griffons land at the alley entrance, chasing after them on claw. “They're on our tails.”

The passage ended at another main-street and Dazzle galloped on out and to the right along the side of the building wall. Down the wet sidewalk they hurried, horseshoes clattering on the hard stone through the shadows and flashes of lightning, a new signpost in sight.

Star's heart sank when two hooded figures landed down the street from them, sickly green runes beginning to appear in the air before them. “Oh, you've got to be bucking kidding me.” He gritted his teeth and drove himself forward as the others faltered and slowed. Before they could complete the magic writing, he gave a war-cry for Luna, tackling the smaller one and causing her runes to vanish. He scrambled to find footing and escape the claws he knew would be seeking his hide when a small bolt of fire and sound smashed against his side. He tumbled over and gasped from the air being knocked from his lungs.

The male hooded figure hissed in displeasure, the air sizzling around him from the magical discharge. That was the last sound he made before Lighthoof smashed into his head with a flying double-hoof to the face, sending the druid head-over-claw to lay sprawled in the street.

The smaller griffon was pulling herself up when Steelhoof marched up and decked her across the face with his right fore-hoof. She went down in a heap, groaning.

Dazzle used her magic to pull Star to his hooves and gestured with her head. “We have to go— more patrols are coming this way.”

Starstep glanced back just in time to notice at least a half-dozen griffons swooping down in their direction from the roof tops, armed with pony-catchers, the first three with nets emerging from the alleyway behind them. He tried to speak but his breath was still short from the magical shot he took, so instead he nodded and pointed towards the only side passage left to them. The streets were too dangerous against so many foes who could fly— they needed tight quarters to even stand a chance.

The group helped him gallop along, Lighthoof and Dazzle leading him from his sides and Sandy taking up the rear. Flashes of yellow and the tingle of magic in the air told him that the mare was firing bolts at their pursuers as they hurried on.

The alley intersected with another, this one nestled in the darkest shadows of a pair of factories, the walls looming so high above them that Dazzle was forced to conjure a glow-orb to light the way. Without hesitation, the unicorn took them to the right and pushed on, coaxing the now stumbling colt at her side.

“I... I'm sorry, Dazz. I'm not feeling so hot right now.” Star said through chattering teeth.

Sandy lingered back a few moments, firing a few more yellow volleys of magic at the griffons and barely dodging a net that sailed by her head. She retreated back to the group, panting. “Oy, we stirred up a right hornet's nest. Seems these lads didn't much like us taking out those druid nutters.”

They passed through a rusty gate that creaked in the wind, emerging into an area with lush wet grass. Something about the gate stirred Star's memory, but he was too focused on just keeping up to care very much.

Lighthoof glanced around as they entered the much more opened area, gasping as lightning flashed. “Oh buck us. Are we where I think we are?”

Dazzle hesitated, letting Star rest against her side as she looked around the pitch-black area. She created a dozen orbs and spun them out in every direction, illuminating all they passed in soft gold light before striking the distant walls.

Grass, Gravestones, and mausoleums.

“Oy, just an old grave-site, a few O' these around Spurlin.” Sandy stated, watching the rooftops as the group gathered up, the sounds of their pursuers was closing.

Lighthoof stepped close to a gravestone, noting in the gentle glow from Dazzle's orb that the moss had been recently scraped off. “Here lies Sir Brownfeather Richard.” He looked up at the unicorn. “Of all the places to end up.”

Steelhoof backed away from the gated entrance, his eyes glanced up at the roof tops. “If this is the place you three used to get back to the fortress, I suggest we use this to our advantage. This graveyard has no other exits.

Lighthoof marched up to the bigger pony. “You just don't get it. You weren't down there. You don't know what nightmares haunt the underground. We may STILL be better off dealing with a swarm of griffons.”

“We are running out of time, Mister Lighthoof. Swallow your fears and let us be off.” The stallion growled.

Dazzle fell into the grass, clutching her fore-hooves over her head. “No, no, no. I cannot go back down there.”

Starstep wavered a few moments, then toppled to her side. He nuzzled at the mare briefly before closing his eyes, giving in to the tiredness that tugged on his eyelids. Sleep was good; he liked sleep, it would just be for a few moments. Nopony would mind.

“Star? Star?!” Somepony shouted at him, dragging him from the welcoming slumber.

“Don't you pass out on us, dude.” Another voice shouted at him. Something told Star that the voice was important to him, yet he couldn't remember why.

A sharp pain across his cheek snapped his eyes open. “Ow.” He moaned, shivering violently, his eyelids so heavy it was a struggle to even focus on the pain.

He looked up into the rain and the dark, noticing green letters on the rooftops. “Huh...green...” He weakly gestured towards it, the shrouded faces around him followed his direction and gasped.

All around them, griffons landed on the roof-tops to the flanks of a pair of hooded figures drawing runes in the air, then circling their words. The old, dead trees in the graveyard creaked and moaned, their trunks flexed back and forth until the roots pulled free of the wet ground. Up the animated wood rose, their branches twisting into make-shift claws that reached out for the pony group.

“Oh, buck this.” Light shouted. “Sandy pickup Star, we're getting outta here.” He lifted Dazzle onto her hooves and shook her shoulders. “Dazz, Star is in trouble and if we don't get down into that tomb, we are too. So suck it up and let's go. Ok?”

She blinked at him, then gave a quiet nod before they led the rest of the group through the reaching animated trees and quickly into the mausoleum. She hesitated after everypony made it through and slammed the well-oiled gate shut, melting the lock with her magic. Then marched down the stairs, terror clawing at her belly with every step.

____________________________________________________________________

Star drifted in an out of consciousness, being jostled about like he was. He faintly recalled a blanket being tossed over him and something warm curling up against him. It was nice. He liked warm things.

Eventually, his body temperature rose and with it his wits. He groggily noticed he was under a dirty pile of empty sacks with Dazzle holding him. Her orbs bobbing around them giving quiet gold light. Across the room, Sandy was doing the same for Lighthoof, though he seemed much more aware of what was going on. His eyes roamed the area, noting they were in the secret chamber above the old tomb, one of the massive weapon crates was on top of the hole in the floor. Steelhoof was standing off to the side, studying what appeared to be scrolls tacked to the walls— maps, perhaps. Star wasn't sure in his addled state

“Welcome back, Starstep.” Dazzle whispered in his ear.

“From where?” He choked out.

She smiled and hugged him closer to her coat. It was nice, he liked the warmth and snuggled in, not truly aware of how embarrassed the unicorn was by all this.

A grating sound of stone on metal sounded from the hole to the tomb below and the port swung down. A cry of pain sounded as something thudded into the box sitting on the opening and shouts echoed from below. Claws reached up scrapping at the wood to find purchase and in an attempt to push it aside.

“Oy, persistent bunch.” Sandy sighed, slipping from her spot next to Lighthoof. “Time to go lads and lass.” She trotted over to the rickety wood door nailed over the hole in the wall and used her magic to grasp the handle.

Star noticed what she was doing and sat up. “NO!”

Sandy hesitated, looking over her shoulder at him. “We can't stay here, them blokes are gonna get in 'fore long.”

Steelhoof ripped the map from the wall and rolled it up, tucking it into a makeshift bandoleer he had crafted out of discarded burlap in the room. “She's quite right, Mister Starstep. If this is the way out, then we must take it. The clock is ticking, and the longer we linger, the greater the damage to the ponies you all swore to protect.”

He was right, and the griffons clawing and stabbing with weapons at the crate grew more frantic. A few of the smarter ones began sticking rods through the gap, trying to leverage the box aside.

Star gave a heavy sigh and stood, Dazzle raising up to support him if he needed it. He looked at her, noting the way her eyes drifted to the floor, her shoulders slumped and short tail drooping low. Gently he brushed aside her pale-blue mane and tilted up her chin to look into her green eyes, forcing her to give him her full attention. “We guards are here for each other, Dazz. You saved my rump today, so it's my turn to return the favor. I'd never hear the end of it from Luna if I didn't." He smiled at her. "We'll just take the exact path we did last time and go right up those stairs and out of there. We're Night-Guards and we have a job to do. Are you going to be ok?”

She nodded, biting her lower lip as she turned her head to glance at the rickety door.

Lighthoof filed into position next to Sandy, a confiscated short-sword from the crates of weapons in a make-shift belt of burlap. With a nod from him, the unicorn tugged open the door and the cold ancient air from the old ruins rushed in.

Star put his wing over Dazz's back and coaxed her towards the passage. He leaned close to her ear and whispered, "Hey, with two unicorns, we'll be just fine." The tale-tell chill up his spine argued otherwise and his words seemed hollow in his ears. But then, he wasn't the one he was trying to convince, was he?

________________________________________________________________________

The five ponies trotted down the tunnel, cautious but hurried. Five golden orbs brilliantly shimmered from where they floated above each head and Sandy's horn glowed like a beacon of sunlight, giving the group a good ten yard radius of illumination. Yet, no matter the light, Starstep craved more, the feeling of that shadowy presence growing more intense with every step into the old ruins. He didn't bother telling the others; there was no point in panicking them unnecessarily.

Dazzle took the lead, again using her tracking spell on Luna's feather to guide their path. Star was right on her flank, giving her a reassuring smile every time she glanced back nervously. Behind him was Sandy and her sunlight horn spell, acting as the center of their protection, with Lighthoof behind her and Steelhoof in the rear.

Steelhoof seemed absolutely fascinated by the ruins, his eyes examining everything they passed as they made their way deeper into the old city. While his excitement soared, the other ponies felt their confidence fall with each step. Even Sandy, who had never been here, began to feel the effects of the old city, her ears dipping and taking occasional fearful glances behind them

“Did you know,” Steel began, his voice shattering the stillness. “That this is not pony architecture? I had heard that the old unicorn tribes had hidden down here from the windigos, but even they didn't build this. It's far older than that.”

Star had forgotten that talking seemed to push back the ever crushing feeling of despair that permeated the place. “You're awfully forthcoming with information today, Mister Steelhoof.”

The big stallion shrugged. “It's been an... eventful day. Let us just say that I'm in a generous mood this evening.”

“So, if the old unicorn tribe just borrowed the place after the tribe split during the migration, who did it belong to?”

“Best guess based on some of the inscriptions on the wall, griffons. A rather large griffon clan at that. Perhaps the largest ever in their recorded history. I'd almost venture to guess that this was the hub of their civilization a very long time ago.”

Dazzle gave a heavy sigh. “Five bits says this place is somehow related to the Red Empress.” Her ears flattened against her head as she peered into the dark ahead of them.

Lighthoof spoke up. “Why do you say that?”

“Well, think about it. Of all the towns along the borders they could attack they have been focusing a lot of attention here. It's quite possible that they want this city back as a place to rebuild their empire.”

Lighthoof gave a shiver. “Do you think that... thing... is the Red Empress' ghost?”

“No.” Star began. “I'm pretty sure it's something related to the pony tribes. Gut feeling. Let's not talk about... it, anymore. Draws attention.” He saw Dazzle shiver and he gave her a friendly touch of his nose to her shoulder, reassuring the unicorn that he was still there. A thought occurred to him and he turned to look at Sandy and Steelhoof. “By the way, you're not suppose to be down here. You were never down here and you know NOTHING about this place.”

Sandy blinked in confusion and Steel's eyebrows rose.

“Um...” Sandy began. “What do yah mean, love?”

“Princess' orders. If this wasn't some life or death situation, you wouldn't be here. Nopony is suppose to know about this place.”

“Of course, love.” She nodded her head. “Mah muzzle is zipped.”

Steel just grinned. “Oh, I think you'll find your order rather difficult to enforce, Mister Starstep.”

Star halted in his tracks, bringing the others to a sudden stop. He marched back and looked up at the large pony defiantly. “Princess' official command. You DO NOT talk about this place to anypony, or griffon or whatever. I know you're in the business of information but this is off-limits.”

“My, my— the little pegasus has grown a spine.” Steel narrowed his eyes, a sly smile spreading across his muzzle. “I do not work for the Princesses, so why should I follow that order without compensation?”

Star hesitated. “What if you did?”

At that, the silver earth-stallion's eyebrows rose up and a flicker of surprise graced his face.

“What are you proposing, Mister Starstep?”

“A job as an agent for Princess Luna. You're really good at ferreting out information from places that... good ponies don't tend to have access to.”

“Why, Mister Starstep, what ever are you implying." He smirked. "However, that does sound intriguing, but I rather like not being ordered around by other ponies, no offense, Miss Dazzle.”

“None taken, Mister Steelhoof.” She replied.

Starstep cocked his head to the side. “If you answered directly to Princess Luna, and myself?”

“Hmm...” He tapped a hoof to his chin in thought. “That could be acceptable. Very well, I agree on the condition that Princess Luna and I personally work out the arrangement of my employment and you must accept the terms that we sign into contract.” He stuck out his hoof. “Deal, Mister Starstep?”

Star didn't like the way that was worded at all, but if anypony could handle the slippery information-broker, it was his wife. He shook the much larger pony's hoof. “Deal. Remember, no word about this place to another soul.”

Steelhoof grinned like a cat. “Not a word.”

“Listen, lads, that's all well 'n good, but them griffons be on 'ar tails. We'd best be moving on. 'Sides, place sends a chill up mah spine.” Sandy glanced up and down the hallway into the blackness beyond their light.

Lighthoof nodded. “Yeah, seriously, my wings are twitching again, we gotta go, dude.”

The five ponies continued on until the walls fell away, revealing the stone archway that gracefully curved over the black chasm below. Unfortunately for Star, it was just as small as he remembered, just a few ponies wide with the railing long since rotted away. In single file, the five began across, only Steelhoof brave enough to look down into the abyss. He just smiled at it.

Halfway across the big stallion froze, ears swiveling. Lighthoof too seemed on edge, crouching low with his wings half unfurled.

“Oy, what it be lads?” Sandy whispered.

Steel waved a hoof at her to be silent, his ears like little silver radars. He turned so his front was facing the way they came, backing up slowly. “Off the bridge.” He hissed urgently. “Something's coming."

Star heard Dazzle whimper and squashed his own feeling of panic that wallowed in his gut. He nudged her forward with his hooves and gestured Sandy on ahead past him. He slipped past Lighthoof and up to the big stallion's side, staring into the blackness. He still felt like they were being watched, but not necessarily pursued like last time. No— that hadn't started till they had crossed the bridge into ghost territory. He wondered if there was a connection or if it was just a coincidence.

There was the grunt of someone from the far end of the archway and Steelhoof shoved him aside just as a rod of metal and wood whistled through the air where his head had been. Unfortunately for Star, the push sent him over the edge, flapping fanatical with his half-grown wings out of instinct.

Lighthoof dove from the bridge to catch his flailing friend, wrapping his hooves around his waist and tugging upwards away from the abyss below. “Come on dude, I gotcha.”

A winged form crashed into them, clawing and roaring at the pair as the three became entangled and plummeted away from the bridge. Star could just make out the sounds of fighting above them as the light from the other three faded into the distance and his own orb began to flicker as he smashed his hoof against their attacker. They rebounded off a sloped wall as they tumbled, then again off something old and wooden, the debris whistling around them.

There was a sickening crunch and the air was knocked from his lungs as they came to a bone-jarring stop, wood and stone tumbling all around and above them in a roar of destruction. Then silence after the last bits of rock clattered to stillness.

It took a few moments for Star to shake off the daze from the impact, groaning as he started flexing his limbs to make sure they were all working.

“Star, dude? Please tell me that's your hoof stroking my chin.” Lighthoof asked from the darkness.

“Yeah, it's me.” He coughed the dust from his lungs then carefully slid his limbs from the others. “Are you whole, Light?”

There was some grunting and shuffling about. “Might've sprained my hoof, it's a bit sore, but otherwise I'm good. Think our little friend here took the brunt of the fall.” There was the sound of something feathery being ruffled. “No heartbeat, he's gone.”

There was a quiet moment then Star felt a hoof gently tapping on his side. He grasped the hoof and pulled his friend close. “Right here.”

“...please, please tell me we're not in a dark hole, in an old ruins, with a ghost that makes me want to piss myself and no light to keep it at bay.”

“Alright, I wont.”

“Not funny, dude. So not bucking funny.” Light's hoof began to tremble in Star's grasp. “I think I got cut, dude, stings on the side of my neck.”

“Hold on, Light. I'm gonna check it, just don't get the wrong idea.”

Light gave a nervous chuckle as Star felt down his friend's neck with his hooves till he hissed in pain near his right shoulder. The blue-grey pegasus nosed down it, using the tip of his sensitive muzzle to get a more detailed feel of the injury, smelling coppery blood near the wound.

“Yeah, some blood, but it doesn't feel deep. I think this guy just got a lucky claw on you.”

“Star... I... I'm freaking out a little. I feel the earth pushing in on us, and something is here in the dark. I can't see and it's cramped, I... I... I can't...” The pony started to breathe faster and faster, gasping for air.

Starstep hugged his friend. “Stay with me, Light, don't hyperventilate, deep breathes. We've been through this before.” Still the other pegasus was gasping for air, shuddering in Star's grasp.

“Remember when we were new recruits and got trapped in the accidental cave-in on that training exercise? We didn't really know each other then, but I promised I'd have your back and help you through it.” The rapid breathes slowed a little. “We sat for hours in that dark cave, just talking about growing up and why we joined the guards. I remember you laughed your head off at my determination at being Princess Luna's special somepony, but you still respected me for it, just like I respected your wanting to protect everypony.”

Light shivered hard in Star's grasp, his chest still heaving slightly. “Light, listen to me." He shook the other pegasus softly. "You're not alone. You're never alone. We're in this together. You told me the thing you wanted most in life was a real family. Well I'm your family and you're mine.” He hugged his friend and adopted brother tight. “So don't you bucking pass out on me and leave me alone down here.”

There was a long pause before Star felt the other pegasus hug him back. Even longer before he heard Light cough and sniff. “Y-You're not alone, dude.”

Quietly, the two extracted their limbs and sat next to each other, the faint touching of coats keeping their fears partially in check in the absolute blackness.

“So...” Light began nervously. “Do we attempt to fly straight up? I can't see a thing up there. I'm afraid of smashing into the roof.”

“I don't know.” Star hung his head and touched the feather on his chest, still damp from all the earlier rain. “Luna, we really need your help. Please, oh please, if you can hear me, or feel my need, is there anything you can do? Please, my love, my wife, I need your help.”

He waited with baited breath, but nothing happened. Just them in the darkness.

“Well,” Light said. “I guess that's it.”

Then the feather on Star's chest began to glow, faintly at first, then a brilliant blue, giving them a little light to fight back the darkness. It wasn't much, but hope sparked in their hearts.

Star smiled at the glowing plumage then up at his friend. “Guess we better make good use of this while we can.”

Without hesitating, Lighthoof picked up his friend and flapped upwards a few feet, halting when the light illuminated the rubble that had collapsed in their wake. “Bucking tartarus, the way up is blocked.” He landed, keeping close to the only light source, his eyes flicked to the inky black around them.

Star nodded, turning to use the feather to inspect Light's wound. It was a light cut of three claw marks and would leave a scar, but the bleeding had stopped. He then turned to inspect the griffon on the floor.

It was the usual white feathered, brown coated type that was common amongst their kind, but with tribal red war-paint all along it's chest and face. There was no sign of it's weapon, just an empty steel ring on it's belt. The way its back twisted at an odd angle confirmed the cause of death. With that matter settled, he did a quick circle around the room, noting in a junction two passages out, the third blocked by the debris. So, with a deep breath, he chose a direction and trotted with Lighthoof tight on his side, the nervous pegasus looking this way and that.

The air was stale and a chill crept up Star's legs the further they ventured down the tunnel, but something in him told him that this was the way back to his love. Maybe it was just deluded hope, but it was better than second guessing in this forgotten pit. He had to hold onto that flicker of hope, the eerie feeling from the thing had grown stronger and he swore he could feel her breath from time to time. But he bit his lip and soldiered on, keeping a brave face for his already frightened brother.

The sound of their hooves against the dusty floor echoed in the eerie stillness and out of the corner of his eyes he swore he saw after-images of ponies in ancient dress, screaming at him in silent faces of horror. Pleading with him for help. He shivered, hoping Light didn't see them. The pony already had a serious issue with dark, cramped underground places as it was. Despite there only being the sound of their hooves, he could just make out whispers fading in and out of his hearing. They didn't seem to be coming from any particular direction, and he could not make out any specific words no matter how hard he strained.

Something laughed to their right, spinning them around to face it, but there was nothing but the ancient wall.

On and on the tunnel ran, past broken gates and long forgotten corpses of ponies in surprisingly preserved ancient armor. The pair avoided stepping near the bones as much as possible, asking forgiveness when they accidentally kicked a piece into the darkness. He saw ghosts of the guards wailing silently when the blue-light of Luna's feather fell away from them. Just a glimmer of who they were out of the corner of his eyes before they were no longer visible.

“You see them, don’t you dude?” Light whispered, his wings drooping low, ears laid back, tail tucked.

“Yeah, but they can't hurt us. Don't be afraid. Luna told me once that ghosts were like photographs.”

Light gave the faintest of whimpers. “I'm more afraid of what did it to them.” He whispered even softer.

Old music drifted through the tunnel for just a moment, a memory of string and drum, then gone. Laughter, and whispers, then silence again. It reminded Star of an old record player that Granny Smith had. Sometimes it'd get caught and loop the same few notes over and over.

He wondered if these ancient ponies were forever locked in their own loop, doomed to repeat a moment in their life for all eternity. And judging by the expression of most, that moment was probably their last.

Star's ears perked a moment before Light's. They heard humming, distant, way down the tunnel. Halting in their tracks, they strained to make it out, but it was just the faintest of noises from this far away. Unlike the snippets of music or eerie whispers, this humming was continuous.The pegasi shared a cautious look then crept down the passage to a junction in the tunnel. The soft melody seemed to be coming from a stairway that led further down, the door that had marked the passage had been blown clear of it's hinges, fragments of bronze embedded in the opposing wall. Down the stairs he could just make out another doorway, a soft blue light glowing from within, and the music coming from inside.

The blue-grey pegasus took his friend's shoulders in his hooves. “You ok with checking this out? Could be somepony who can help us or needs our help.”

“Y-yeah. Just...don't leave my side, dude. I'm just keeping it in check.” He ducked his head, his ears still flattened against his skull.

“Alright, come on, let's get to the bottom of this.” He marched down the stairs, Lighthoof right on his flank.

The stairs led straight down to another blown-out door which opened up into a large chamber, the center of which was recessed down a few broad stairs. Star looked around from the entrance, not daring to breach the threshold till he knew what they were dealing with.

At the exact center of the room was a single pillar, about three ponies tall, carved with glowing white-blue runes which gently illuminated the center area, leaving the far corners still bathed in black shadows. There was no other entrance, the walls made of polished white-stone though scarred badly in some places, and even tale-tell scorch marks of magical blasts on others. The bones of hundreds of ponies laid scattered across the entire room, most of them piled up at the door, limbs reaching out as though they were attempting to escape something when they died. A terrible chill ran up Star's spine and he felt Lighthoof pressing against his side, trembling.

He looked back to the pillar to examine it a little more, noting two chains ran from the top descending down until they ended in metal collars that encircled the necks of what appeared to be the preserved skeletons of two alicorns. He noticed their horns were embedded in each others ribs and he had to clutch at his muzzle to keep from spewing up his dinner. His pony instincts screamed that something about this was so horribly wrong that he fought back the urge to run until he could run no more.

Lighthoof behind him collapsed to his belly and wept.

“Why are you weeping?” A gentle voice asked, sweet and innocent, so much that Star could not resist looking for its source despite the horror that laid before him.

Off sitting on one of the piles of bones, a filly— a glowing white alicorn filly, he corrected himself— was looking at them curiously.

“If you are sad, perhaps you would care to play dolls with me? That always cheers me up.” She bound from the pile to land on a relatively clear part of the room, her ghostly aura picking up two pony-shaped dolls made of bone and fabric, floating one over to rest before Lighthoof but not crossing the threshold of the doorway. “It's been a long time since I've had any pony besides my sister to play with, and she doesn't much care for dolls these days.”

Star finally fought back the bile that rose in his throat from the horror at the pillar and the implications as he choked out a response. “Who are you?”

She ignored his question, mimicking a pony trotting across the floor with her doll, humming softly to herself.

“Where's your sister?”

“Oh, she is around. She likes to wander about the castle scaring ponies. She thinks it is most amusing.” The filly giggled softly, a strange ethereal echo to her laugh.

Star glanced down at Lighthoof who couldn't seem to take his eyes off the filly, tears glistening on his cheeks in the light from the pillar and Luna's feather.

“Can... Can we help you in any way? We like helping ponies.”

His question seemed to catch her by surprise, her large eyes looking at him, ears perked.

“Wont the others get mad? Mistress Silver tried to help us once...” The filly took her doll into her hooves and stroked the fabric mane, looking away. “They did awful things to her.” The memory faded into nothing as she seemed to immediately brighten up again. “Oh, and there were a few others. I remember that one tried too.” She pointed her hoof at Star, or more precisely, the feather on his chest. “I very much liked her, she was beautiful and kind, but she listened too much to sister. Sister is always angry at other ponies.”

“You met Princess Luna?”

She nodded, happily playing with her doll again.

His mouth went dry, suspicion on the edge of his mind. “Who... Who is your sister?”

The little alicorn ignored the question, content with her toy.

Star sighed, looking down to Light and poking him with a fore-hoof till the other pegasus looked up at him. “Should we try to help her?”

“Dude... they... they.” He gestured at the alicorn skeletons impaled on each other.

“I know, but let's focus on what's important right now. Maybe if we can help this little filly out, she can help us get home?”

“Home?” The filly's eyes brightened. “I would like to go home. I miss Momma and Poppy.”

“If we can help you go home, will you help us go home too?” Star asked, to which the little alicorn nodded rapidly.

“You wish to go back to her, right?” The pony pointed at the feather again.

“Yeah, I miss her.”

She smiled brightly and pointed at the pillar. “You just have to break that. Then my sister and I will be free for good. I will show you the way home if you break it.”

“That sounds fair.” He met her smile and placed one foot into the room. Lighthoof reached out to grasp one of his back-hooves.

“Bad idea, bad idea. Don't go in there.” The pegasus pleaded.

“I thought you liked helping ponies.”

“But it's a ghost, dude." Lighthoof hissed. "An alicorn ghost. Of two alicorns who KILLED each other, dude. There is so much horribly wrong with this picture I could scream.” He tugged on Star's leg. "Let's leave."

“It's real simple, we knock that thing over, she helps us. The end. Who knows how long she's been stuck down here. It's not right, no matter what the circumstances.” He sighed and turned to face his friend fully. “Lighthoof, as a favor to me, will you help? Please?”

“Duuuude, I'm so going to regret this, aren’t I?” Lighthoof said as he stood up on trembling legs, his ears splayed back, wings drooping so bad the largest primaries were dusting the floor.

“Just think of the size of the favor you get to call in later.” Star smirked at his brother.

“If we live that long.” Light whispered.

Together the pegasi marched into the room as the filly watched curiously, bounding over to walk between them, causing Lighthoof to snort and take a momentary step back towards the exit. She beamed a joyful smile up at Starstep as they approached the pair of corpses and the ever glowing pillar.

“Who are you two? We don't get many pegasi visitors. The unicorns here don't like them very much.” The little filly asked, her voice full of cheer despite the macabre surroundings.

“I'm Starstep, and this is Lighthoof. We're Royal Guards.” He smiled down at the little pony.

At the last of his statement, the filly's pupils shrank and she stopped in her tracks, tears rolling down her cheeks. Then she screamed and wailed so loudly that Star and Light had to cover their ears with a limb, backing away from the screeching pony towards the center.

“Sister! Sister! Help! They're going to hurt us again!”

"No, no, we're not gonna hurt you! Please stop, we're here to help!" Star protested over her fearful crying. Yet she paid no heed to his words, screaming out like a small foal for her sister.

It was then that Star noticed the shadows in the room grew denser, seeming to devour the light from the pillar and swirl about madly. It encircled them, rolling and boiling like clouds of black mist. A terrible chill filled the room and Star's heart, gripping at him like an icy claw that just continued to squeeze. He fought to breathe as the shadows swept up between the pegasi and the weeping filly, twice his height it loomed, imposing and terrifying. Ever single dark desire he'd ever had in his life swept into the forefront of his mind and threaten to overwhelm him in absolute despair.

Beside him, Lighthoof was whimpering, cowering before this embodiment of terror that had rolled in, and Star wasn't fairing much better. Somewhere in his mind, he was screaming at himself to run, to grab his friend and never look back, but he couldn't, his limbs wouldn't respond as those teal cat-like irises rose up from the swirling shadows and in moments took form.

Standing before the colts was the source of fear in these depths, the presence of unspeakable terror that lingered at the edges of the mind. And as she glared down at them angrily, Starstep could only managed to whisper her name as his limbs gave out and he found himself curled up in a whimpering ball at her hooves.

“Nightmare Moon.”

Author's Notes:

A big thanks to Idylia for being my editor for this chapter.
http://www.fimfiction.net/user/Idylia

I believe this sums up the ending:
http://www.youtube.com/watch?v=GhMvKv4GX5U

Soooo, yeah. Been building up to this with subtle hints here and there through most of the story. Plus all that stuff with Steelhoof and Dazzle and Red-Druids, crazy chapter.

Also, remember to read Dazzle's voice in a British accent. Seriously, it's how I imagine her. Prim-n-proper British lady, or at least she 'tries' to be. Hanging around Star and Light aren't helping very much.