“That sure was nice of Pinkie to go out of her way and help us out. Couldn't have been easy what with her missing righty again,” Applejack remarked, ducking under a branch in the path.

Twilight ducked under the same branch, following the other mare close behind. “Yeah, though it makes me wonder just how often this happens if everyone knows she calls her right hoof righty.”

Rarity rolled her eyes, following the example of the female in front of her and pushed the branch aside with her magic. “Pinkie Pie loses her leg so often I’m pretty sure the guard have a pool on how she's going to lose it the next time.”

Rainbow Dash laughed in an oddly triumphant manner. “Yup! And I was the one who put her money on timberwolf and won big. Those big wigs had everyone convinced that it wouldn't be timberwolves again, but I just knew she'd run into more trouble.”

Fluttershy frowned, and shook her avian head. “That doesn't sound very nice, even if it's true…”

The other four beings chuckled at the spirit’s remark, Rainbow Dash a little harder than the rest only to stop suddenly, a curious expression on her face. “Hey, ya think if we found all her legs we could make a second Pinkie?”

Rarity gagged audibly. “Augh, why on earth would you think such a thing?”

“Yeah, and she'd be all leg so it wouldn't work,” Twilight remarked dryly.

“I don't know girls…” Rainbow Dash said, with the biggest shit-eating grin anyone had ever seen. “I think she'd be… all right! Bwaha!”

The rest of the party groaned in unison, with Rarity even massaging her temples and trying to work out the beginnings of a migraine.

Applejack snorted in annoyance, rolling her eyes at the dry pun. “I swear if you make one more pun, not even those leathery wings a yours are gonna save ya from these hooves!”

The thestral rolled her eyes. “Yeah, yeah. You'd never catch me and even if you did, I am a guard. You ever trained for combat before, huh?”

The apple farmer stopped and looked up at the thestral, eyeing her up and down. “I could take her.”

Twilight giggled. “Yeah, I wouldn't piss her off if I were you, Rainbow Dash.”

Rarity hid a chuckle. “Her family is the toughest bunch around…”

Rainbow Dash flapped her wings and surged ahead of the group, looking over the line of ponies with a shocked expression. “What? None of you think I could take her? Come on Fluttershy, back me up here.”

The pigeon resting in the branches of Applejack’s tree looked away, hiding beneath a wing. “I don't want to think about my friends beating each other up.”

Rainbow Dash withered and landed before the group, walking backwards as she talked. “Sorry, Fluttershy. We’ll talk about this later, farmer.” The thestral spat, before launching back into the air and resuming her scouting.

Applejack merely rolled her eyes, much to Twilight’s confusion, who couldn't help but ask. “Why did she say farmer with such… vitriol?”

The apple farmer shrugged her massive shoulders, jostling the tree on her back. “She's from Cliffsdale, last I heard those folk don't much appreciate farmers. Something about it being unnatural and that hunting and foraging is the only way to live.”

Fluttershy sighed, flapping down from her perch and resting on Applejack’s hat. “It's true, a lot of thestrals and other creatures that live there don't think farming is a good thing.” She frowned, which was quite the accomplishment as her current body had a beak and no lips. “Some even go so far as to claim that any attempt at planting anything is going against the will of the forest.”

The unicorn trotted up next to the pair, sparing a glance at the pigeon. “What, so they never plant anything? How do they survive?”

“They hunt and forage,” Fluttershy remarked simply. “Cliffsdale gives you a good vantage point to survey miles of forest which makes it easy to find food.”

Twilight furrowed her brow at the remark, trying to imagine a massive cliff city, only to think of Canterlot. “I mean I guess, but this place sounds like there are a lot of pon- I mean beings that live there. Surely they don't all survive on hunting and foraging?”

“Oh, I know this one,” Rarity offered, skittering closer to the group. “Many different kinds of mushrooms grow naturally in the cave system deep inside Cliffsdale. It's also where this lovely kind of thread comes which is made from the cap of a sagarius mushroom.”

Twilight blinked. “Huh.”

“That about answer yer question?” Applejack asked.

Twilight thought about it, staring off into the darkness of the wood. “Sorta, but I’m more curious as to why some beings believe the forest is some sort of… god.”

Applejack hummed thoughtfully. “Well, most folk don't treat it like a god, more like a neighbor.”

“Or a spirit,” Rarity offered.

“Or a-” Fluttershy was about to say, only to be interrupted by the swooping form of Rainbow Dash landing in front of them, a strange look on her face.

“You guys are not gonna believe this,” she announced.

Rarity rolled her eyes. “What? Did you belch really loudly again?”

“What, no. I mean, yeah I did but that's not what I’m talking about.” The thestral pointed further up the path enthusiastically. “Come on, you’ll see.”

The four beings shared a glance, shrugged, and followed the excited thestral who had flown ahead, but never out of sight. Twilight shifted a little closer to the tree-bound pony, and the pigeon on her head. “Hey, uh Fluttershy? When is Owlicious going to come back?”

The pigeon turned and smiled at her friend. “He said he's going to be back this morning, he needs to catch a nap and some mice.”

Twilight nodded slowly, her gaze lingering in the direction she imaged the owl was.

After a few minutes of walking, they came upon a sudden crossroads, where the path diverged in two directions.

Applejack stopped first, her jaw falling open. “Well I’ll be… I’ve walked this trail a hundred times and never seen this before. The forest sure likes throwing curve balls at ya, don't it?” she asked, turning to Twilight.

The unicorn groaned and kicked the dirt. “I don't want more excitement! Just answers.” She growled and threw a rock, venting her rage by whipping the hoof sized chunk of stone into the woods with all the strength she could muster.

Rarity tapped her chin and walked towards the right path, only to stop and do the same to the left. “Interesting… I’ve seen the forest do this before, but usually the paths are the same, and end up leading to the same place. These however, are much different.”

Fluttershy inspected the paths as well. “That's really strange, I wonder what it means.”

Twilight followed the other two’s lead and inspected the trails. The one to the right seemed to extend almost straight out of the main path. It was also even, well cared for and had the symbols that Pinkie Pie said would ward off danger, which had so far been less than helpful. The other path was the polar opposite, it was narrow, dark, overgrown, and went almost completely straight left and up a hill.

“Which way did you say the castle was?” Twilight asked.

Rarity pointed almost perfectly down the right path. “I think it's that way.” Fluttershy nodded her ascent as did Rainbow Dash.

Applejack didn't seem so sure and had pushed her hat back to scratch her head. “It doesn't feel right.”

“Doesn't feel right? I do hope you have some sort of facts, darling.”

“I’m with Rarity on this one. This one seems to go right where we want to go,” Twilight added.

“Look. I can't really explain it, but I’m gonna need y'all to trust me on this. That right path doesn't go where you want it to go,” Applejack stated.

Rainbow Dash landed with a dull thud, staring the farm mare up and down with barely contained annoyance. “Really? That's the best line you got? Trust me?” The thestral rolled her eyes.

“What Rainbow is trying to say is that all the evidence points to this path. Why should we trust you, exactly?” Rarity asked, attempting to put it delicately.

“Ah know this forest, and ah got a feeling. My gut is telling me left,” Applejack stated, head held high.

Fluttershy shook her head. “But the right path goes straight towards the castle. Why would someone make a path that goes to where we want to go only to not end up going there?”

The conversation devolved into the group argument, while Twilight stood stock still, staring intently at the apple farmer and trying to read her intentions. The unicorn had never been the best with the more social areas of study, but something about the way the half plant, half pony spoke instilled a confidence in the unicorn. Those emerald orbs of her held within them the same honest purity that they did on the day they met and something about the way they twinkled told Twilight all she needed to know.

“Look, ah can't explain it, but-”

“I trust her,” Twilight interrupted.

“Wait, ya do?” Applejack asked, dumbfounded.

“You do? But why?” Rarity added.

The unicorn shook her head. “I don't know, but would Applejack knowingly lead us astray?”

“Well no…” Rarity admitted. “I may not know the Apples very well, but they have always been honest and kind whenever we had dealings in the past.”

Fluttershy looked from Rarity to Twilight and finally to Applejack. The pigeon nodded, flapping her wings and settling back into Applejack’s tree. “I trust her,” the bird stated.

“You can't be serious,” Rainbow Dash lamented, gesturing towards the right path with both forehooves. “Look at that path! It's perfect! I even took a look from above and it looks like it goes straight there.”

“But do you know it goes straight there and doesn't veer off?” Twilight asked.

The thestral frowned. “Well no, but neither do we know for sure that the left doesn't do that either!”

Applejack trundled toward the left path, ignoring the thestral’s comment. “Y’all coming?”

“Right behind you, darling.”

Twilight nodded, following the arachne.

Leaving Rainbow Dash to stand in the middle of the crossroads, shaking her head. “Stars above,” she muttered before reluctantly following the other four beings down the twisting, rocky path.

The tree cover was dense on the left path, forcing Rainbow Dash to walk with the rest of them or fear being split up by the chaotic and winding wood. The path only grew more winding, dense and rocky as time went on, forcing them to walk single file and slow to nearly a crawl as they dodged around rocky outcroppings, strange flowers and dense vegetation. All the while Rainbow Dash grumbled her annoyance every time she so much as bumped her hoof on a rock or nearly got her wing caught in a branch.

The thestral stumbled out of a thick bush that grew in the middle of the path, spitting leaves out of her mouth and trying to pull a branch that had somehow got lodged in her helmet. Only for the mare to run right into the back of the purple unicorn. “Hey, what's the big deal? Why did you stop?”

Twilight tugged the branch out of the thestral’s helmet and tossed it aside. “Look,” she said simply.

Rainbow Dash rolled her eyes and looked around, only to notice the trail had suddenly gotten a lot wider. “What the..” she muttered, until finally seeing what exactly Twilight was pointing at.

There on the nearest tree was another charm of Pinkie’s design, glowing faintly in the moonlight. “What in Tartarus?” the guard muttered.

Applejack smirked, walking up to the thestral with a huge grin on her face. “Got anything to say now?”

The guard just shook her head. “I guess you were right.”

Applejack smiled. “Well maybe next-”

“This time anyway,” the guard added, before launching into the air with a smirk.

Applejack tore off her hat and stomped on the offending clothing until it was nearly invisible due to the sheer amount of mud and dirt on it. “Consarnit, Rainbow Dash, just admit you were wrong, you bull-headed mule!”

Twilight winced and draped a hoof over her friend’s shoulder. “You were right, Applejack.”

The apple farmer sighed, picking her hat off the ground and trying to knock off some of the dirt and mud that clung to it. “Thanks Twi, guess I let that featherbrain get to my head. No offence,” Applejack added, nodding to Fluttershy who merely shrugged.

“None taken.” The bird fluttered over to the tree on Applejack’s back and settled in. “I’m sure she didn't mean to be so rude.”

Rarity rolled her eyes. “It sure seemed like she did.”

The bird sighed, fluffing her wings. “I think work is putting more pressure on her again. She doesn't usually lash out like this.”

“What do you mean, Fluttershy?” Twilight asked.

The bird opened and closed its beak a few times, seemingly searching for what to say. “She has gotten in trouble with work before for helping beings that didn't think they needed the help.”

Applejack finished dusting her hat off and plunked it down on her head, choosing to ignore the fact that it was still covered in a fair amount dirt. “Well, she doesn't have to take it out on me. Come on y'all, were burning moonlight here.”

Twilight sighed, pulling back from the apple farmer and watching as her and Rarity continued down the path before joining them a few seconds later.

The next few hours of walking were surprisingly uninteresting, with Rainbow Dash only popping in every fifteen or so minutes in order give the four beings a brief scouting report before taking to the canopy once more. Twilight couldn't help but notice that Applejack’s anger bled off in a few minutes and by the second time Rainbow Dash flew back in, the apple farmer didn't even flinch or tense up. Which was encouraging to see, as Twilight was worried about their chances if their guide and their guard were suddenly at each other’s throats.

With such a lul in danger and the wide, even path, the unicorn was able to do her favorite thing in the world, studying. At first she stared intently at all the many types of flora and small fauna that crossed their paths, but quickly grew frustrated by just how truly chaotic the forest was.

Mushrooms grew on the sides of trees, despite the fact that such a thing should be impossible for that particular species. Small rabbits crossed their path, only to turn and look at the group and reveal the fact that they had fangs and horns. Birds Twilight knew belonged in much warmer climates shared branches with avians from colder climates, which was also ignoring the fact that the two were apex predators and should be at each other throats.

In the end Twilight gave up her meager attempt at studying the forest and instead turned to Rarity who was humming softly to herself as she weaved some sort of design with only a few threads of colored string. The spider pony twisted her hooves this way and that, moving them up and down at odd angles, somehow managing to weave a small cloth of some kind that appeared to have a spider web design. It was small, but getting larger every second as the arachne fed more string into her weaving, and as Twilight watched, it grew to become a moderately sized handkerchief in a matter of minutes.

“Wow Rarity, how do you do that?” Twilight asked, pointing to her creation.

“Oh, this little thing? A little magic, and a little dexterity is all.” With a flourish of her small horn, the strings all fed into the central mass, tying up all the loose ends and completing her handkerchief.

“That's quite impressive, such fine control is usually rare even amongst the most powerful unicorns,” Twilight remarked.

The arachne stiffened somewhat, unsure how to take the other being’s remark. In the end her shoulders relaxed at the sight of the childlike wonder in Twilight’s eyes. “Thank you, darling.”

“I wonder if we could-”

Applejack stopped suddenly and held up a hoof. “Whoa there girls, somethin’s off.”

Twilight looked around, noticing only that most of the trees growing around them were short, and rather stubby-looking. “What is it Applejack?” she whispered.

Rarity gulped, her eyes scanning their surroundings. “Please tell me it's not another timberwolf.”

The apple farmer shook her head. “Something feels off about the ground, like it's recently been disturbed. Don't move.”

Twilight glanced down nervously, noticing that Applejack was indeed telling the truth as the ground all around them seemed to have been dug up recently, the earth uneven and broken but done in such a way that they couldn't tell until they were right on top of it.

From atop her perch on Applejack’s hat, Fluttershy gulped and looked down. “Should I find Rainbow Dash?”

Applejack shook her head. “No, that would only make things worse, we need to move slowly to the edge of this pit one at a time. No sudden moves.” The other beings nodded and Applejack raised her hoof slowly, preparing to inch her way towards the edge of the disturbed earth.

Only to be interrupted by the swooping sound of a pair of batlike wings. “Hey girls, you’ll never believe what I found! There is a whole mess of rainberries a few minutes ahead!” Rainbow Dash broke through a hole in the canopy, landing with a thump in the center of the group and receiving a glare from everyone. “What?”

Before anyone had a chance to say anything, the ground beneath them gave out and all at once the five beings were suddenly airborne. For a moment the world became a mess of flailing limbs, dirt and screaming as every being tumbled end over end into the pit below. Wings got tangled, magic fizzled as the two horned beings were battered with falling earth.

Ground was suddenly under them once more, except it was not the soft flat earth they had been hoping for and with a chorus of cries they all bounced sideways as the tunnel bent to the right. Twilight for her part did everything she could think of to protect her horn and brace, not wanting to imagine just how much a horn repair or a replacement brace would cost her.

Then just as quickly as it had started, the five friends found themselves airborne once more. Twilight opened her eyes hesitantly, catching a few rays of moonlight before she landed in a heap in the dirt, her jaw bouncing off the cold hard ground.

The unicorn rubbed her chin lightly, her head swimming as her eyes seemed to roll around in their sockets. She could hear a chorus of groans all around her as the rest of her friends voiced their displeasure and she looked up just in time to see Applejack’s hat float down and land directly on her head.

Rarity was the first to rise, giving her entire arachnid body a once over, and silently cursing at the many scuffs she had suffered and dirt that clung to her. She turned to the rest of her friends, forcing down the voice in her head that raged at being dirty. “Is everyone alright?” she asked hesitantly, after giving her mane a brief comb.

Twilight groaned, placing a hoof against her head in a vane attempt to stop the pounding therein. “I think I’m alright,” she muttered.

The unicorn heard the pitter patter of many legs as the arachne made her way over to the unicorn, and extended a helping hoof to the fallen mare. “You look alright darling, let's get you standing and see if you are injured.”

Twilight nodded, reaching up to the hoof and allowing the surprisingly strong spider pony to hoist her to her hooves. A quick pat down revealed that her lanky body was exactly the same as it was, save for being covered in dirt and a suffering few bumps and scratches. “Yup, seems like it,” she answered, then pushed some power into her horn and watched as it lit up properly without causing her any discomfort.

They both glanced over to Applejack who lay in a heap off to the side, a pained expression on her face as she looked back to her tree. “Consarnit.” She cursed, reaching out and poking the broken branch and wincing.

“Is Fluttershy alright?” Twilight asked, her head spinning, unable to find a glimpse of the bird.

“I’m fine,” came a small voice from inside Applejack’s tree.

Twilight sighed and walked over to the tree-bound mare and peered within the mess of branches. She lit her horn and gently parted the branches, causing only a tiny wince from the apple farmer. There in the midst of the mess of branches and leaves was the bird, who was now thoroughly tangled, but did not seem to be any worse for wear.

The bird nodded slowly, her teal eyes filled not with pain or fear, but simple confusion. “I’m fine, but I seem to be a little stuck…”

Twilight chuckled at the oddly cute expression on the bird’s face. Using her magic, the unicorn tried to move as few of the tree’s limbs as possible while extracting the bird. Once free from her organic prison, the bird sighed before giving its feathers a fluff and picking out a clinging leaf. “Thanks ,Twilight,” Fluttershy said.

Twilight nodded, giving her companions another once over. Rarity seemed fine and was busy fussing over her frazzled mane while Applejack poked the semi-broken branch morosely. “Are you alright, Applejack?”

The farmer shrugged. “Need to break it the rest of the way or else it will only get worse.”

Twilight gulped. “Do you need help with that or-”

With a quick flick of her hoof the branch broke and clattered to the ground. The apple farmer grunted in pain, her jaw clenched tightly. “Nah, I’ve taken a tumble enough times to know what I’m doing. Thanks though.”

The unicorn nodded before suddenly realizing something. “Where is Rainbow Dash?”

Twilight spun suddenly, alerted by a mound of earth behind them shifting suddenly. With a mighty heave the dirt went flying in all directions as the thestral guard exploded from the small mound. Instantly she landed into a defensive posture, the one eye not obscured by her off-centered helmet scanning her surroundings. “What's going on, who’s there?”

The thestral blinked, suddenly realizing her helmet was skewed and fixing it with a grunt. Twilight rolled her eyes and gave the guard a look. “Are you alright, Rainbow Dash?”

The guard shifted from hoof to hoof, checking her limbs and armor. “Seems like it…”

Twilight nodded, looking around them and finding a sheer rock wall on one side and the forest on another. Along the wall about five feet off the ground was a large circular hole that they had no doubt emerged from. “Where are we?” she muttered.

Rainbow Dash looked up, trying to peer through the canopy. “We couldn't have gotten far, we were only falling for a few seconds.”

“Um, girls, I think we got bigger problems,” Fluttershy’s tiny voice pointed out.

The guard and the unicorn both turned as one, to where a large manticore had emerged from the tree cover. Twilight took a step back as Rainbow Dash flew forward. “Stay back Fluttershy, I can handle this.”

“Wait, Rainbow Dash, don't!” Fluttershy pleaded, only for the guard to whizz past her.

The maneless lion head swiveled to the sound of the voice, its eyes going wide for a moment before narrowing almost instantly. Its wings flared, making it appear much larger than it actually was. Its stinger pulled back, ready to strike. Rainbow Dash wasn't intimidated by the display however and barreled toward the manticore with all the speed she could muster. All in order to deliver a devastating punch to the manticore’s cheek, causing the beast to recoil backwards, surprised by the force behind its flying foe. She would have drawn her blade, but she knew well the ramifications that came with killing a creature of the forest.

Rarity, who had pulled back after the initial appearance of the yellow and red beast scurried forward the instant their guard had rushed in. The arachne threw a ball of web directly at the beast’s face, the ball unraveling mid flight and clinging to the creature, obscuring its vision. “Take that, you ruffian!”

“Come on girls, we gotta help Rainbow Dash!” Applejack announced, charging headlong into the fight.

Leaving behind a confused unicorn and an irate bird who fluttered angrily. “Wait, girls don't attack it, it's just-”

The bird was forced to duck suddenly as Rainbow Dash flew through the air, knocked aside by a wild backhand from the enraged beast. The manticore roared in pain and confusion, one paw swiping randomly while the other clawed at its face, trying to free its eyes from Rarity’s web. Applejack used the distraction to charge low, delivering a powerful buck to the creature’s back leg in an attempt to trip the great beast. Unfortunately for the apple farmer, the manticore was tougher than even the wild apple trees of her farm and it shrugged off the blow and forced the farmer back with a series of wild strikes with its tail.

“Whoa nelly,” the farmer muttered, taking a few quick steps back, narrowly dodging the poisonous stinger.

Rarity reluctantly skittered back as well, her second ball of web being knocked harmlessly aside by the beast’s thick paws before it ripped the entire netting from its face with a lucky swipe. With a triumphant roar the beast looked down, searching for its prey, quickly finding the five beings huddled back near the rock wall, trapped and defenceless.

“What do we do?” Rarity yelled, gripping a shaky Rainbow Dash by the shoulders and shaking her even more.

The thestral’s head lolled around on her shoudlers, her thoughts scrambled after her brain had been bounced around in her skull. “The snozzberries taste like snozzberries,” she muttered, a dumb expression on her fanged lips, as her eyes rolled around in her head.

Rarity sighed, only now noticing the dent in the thestral’s helmet. “Great, the one being who knows how to fight and she catches a rock to the head.”

Twilight rolled her eyes and lit her horn. The strange unlight flared to life briefly, causing the manticore to stop and stare in confusion. A second later a large domed shield made of deep grey light suddenly lit up, surrounding the five beings just in time to absorb a tail strike from the manticore. The unicorn winced, her legs nearly buckling under the recoil of the blow.

“I can't hold it for long! You girls better have a plan!” she cried, falling to one knee as the manticore slashed the shield with its enormous, dagger-like claws.

“Girls!” the bird screamed suddenly, getting the other beings’ attention just as they were about to launch into another argument. “Listen to me, I know a way out, but its going to sound crazy.”

Applejack looked from the bird to Twilight, an action the rest of the group mirrored as well. The unicorn grimaced, her expression darkening and her eyes beginning to glow with a black, aetherial light, which increased as she fed more and more power into her horn. “I don't know! Just listen to her!” she yelled, not noticing the grass around her hooves beginning to shrivel and die.

The thestral shook her head slowly, when she felt a strange warmth emanate from within her bag, she looked over just in time to see the gem her captain had given her change from a bright white to a deep black color, making Rainbow Dash’s worst fears come to light.

The bird nodded slowly, noticing that she had gotten the group’s attention. “Trust me, this will work, all you need to do is-”

Outside the shield, the manticore lifted both paws over its head and brought them down towards the shimmering globe, preparing for another titanic strike. The beast channelled all its rage and fear into a devastating attack that could knock down a fully grown oak tree.

The shield by then was already riddled with a spiderweb of cracks and the tiny pony with the weird horn looked ready to pass out. The manticore’s tree trunk-sized limbs slammed down with incredible speed, ready to destroy the pony’s shield and end this threat once and for all.

Or at least that's what it had tried to do.

Instead of feeling the crack as its paws shattered the pony’s shield, the dome instead grew brighter and brighter, expanding as it did. The manticore’s eyes went wide and it nearly tumbled backward out of confusion, trying to escape whatever magic the tiny creatures were trying to use against her. As the light cleared, the beast rubbed its eyes, searching for any sign of the creatures that had threatened her.

The manticore blinked suddenly, her eyes finding the five beings but instead of standing tall and resolute, they lay on their sides, unmoving. It sniffed the air, leaning close to the fallen beings cautiously. Its keen sense of smell could detect the food in their bags and the dirt covering them. It raised its paw to strike, only to catch a whiff of death on the wind. Its nose crinkled in disgust and some primal instinct told it that eating them would be more harm than good.

Its muscles relaxed, relieved the threat had been dealt with.

The manticore gave the five corpses one last look before huffing and making its way over to the tree line, where three tiny pairs of eyes peered out from behind a large spruce tree. When their eyes met, the large manticore relaxed completely, the last dregs of its maternal instincts blowing away.

Throwing one last glance over its shoulder, the great beast used its nose to push the young manticores into the tree line and away from the strange beings that had startled it.

After nearly a minute of tense silence, Rainbow Dash suddenly spoke up, “Is it gone?” only to receive a swift hoof to the gut from an annoyed Applejack. “Oof. What the hay, AJ?”

“You’re damn lucky it's gone, you moron,” the apple farmer remarked, casting a curious glance around the small clearing.

The lone avian perked up and looked around, wiping a bead of sweat from its brow. “Alright, I think she's gone.”

Twilight slowly looked around as well, breathing a sigh of relief when she noticed the coast was indeed clear. “That was quick thinking, Fluttershy.”

“Most ingenious darling, though I would rather do without another meeting with the dirt so soon,” the arachne griped, brushing off her many dirt covered legs.

The bird chuckled, shaking her head at the sight of the pernickety arachne having to wipe herself down twice in such a short amount of time. “I’m just glad no one got hurt.”

“Speak for yourself,” Rainbow Dash grouched, while clutching her stomach and shooting a glare at Applejack, who merely shrugged.

Twilight shook her head slowly, glaring at the thestral. “You should be more thankful, ya know. A hoof to the gut is the least of what you would have gotten if Fluttershy’s plan didn't work and you gave us away.”

The thestral merely shrugged. “If that thing mauled me, I would have just came back to haunt Fluttershy forever.”

The avian chuckled at her friend’s odd choice of words. “I would have appreciated the company.”

Rarity giggled as well, picking her bags from the ground and ensuring she hadn't dropped anything. “Has anyone seen my comb?” The other four all laughed at the sight of the arachne picking through the dirt, unfazed by her recent brush with death. “What?”

Rainbow Dash groaned. “Augh, I can't believe we still haven't gotten there yet. We should have been there like yesterday. Are you sure you are not lost?”

Applejack snorted. “It ain't mah fault the forest seems to be throwing us for a loop. It shouldn't be too much longer though, we just passed the big rock with the yellow squiggles in it.”

“Yellow squiggles?” Twilight asked.

The apple farmer nodded. “Yeah, you remember that huge rock on the left side of the path about five minutes ago?”

The unicorn blinked. “I think so. What does that have to do with anything?”

“Well, that means we ain't far away. Just got the twisty oak tree and that funny-looking hedge and we’re there!” she announced, much to the confusion of the rest of her group. “What?”

“It's just that your system of memory is a little unorthodox, is all,” Rarity offered, glancing at Twilight for support.

“Just a little bit,” the unicorn added.

Applejack huffed. “Well, you try navigatin’ these woods for over a decade and see if you can think of a better way of doin’ it.”

Rainbow rolled her eyes. “Whatever, I’m gonna go scout out the area.” The thestral leapt into the air, pumping her wings and dipping through a break in the canopy.

The unicorn shook her head and moved a little closer to the tree pony. “I trust you Applejack, it's just a little odd.”

“Aww shucks, I know how it sounds. Just wish I got a little more respect, is all,” she griped.

“Why of course we respect you, Applejack,” Rarity added, only to wince. “Well, the rest of us do anyway.”

Fluttershy sighed and was about to speak before her head suddenly jerked upwards and she raised a wing. “Did you girls hear that?”

Twilight blinked, straining her ears into the gloom. “No?”

Rarity followed suit, the whole group coming to an unsteady stop as they all scanned the forest as best they could. “I don't hear anything darling, what did it sound like?”

Fluttershy frowned and peered intently at a spot of darkness, only to shake her head. “I don't know…”

“Whatever it was, we better keep moving,” Applejack added, walking a little faster than usual.

The rest of the group followed closely, with Rarity almost walking directly behind the apple farmer, her forelegs held tight to her chest as her head twisted this way and that, in search of anything lurking within the forest. Twilight herself was a little put off, she had been trying to get a primitive scanning enchantment to work, but something about the way her magic now functioned seemed to make casting the spell impossible. Every time she tried to cast the relatively simple charm it merely fizzled, as if her new magic was simply incompatible with the divination spell.

With the forest growing darker by the minute and Fluttershy’s warning still fresh in her mind, Twilight tried the spell over and over until she finally gave up after the twentieth attempt. She looked around, shrinking slightly when she noticed that the tall broad limbs that lined the path had grown denser, blocking out almost all of the already faint moonlight. Ahead of her Rarity held Applejack’s tail in her hooves, her teeth chattering as she looked back and forth rapidly.

Applejack didn't seem to be faring much better either and she seemed to glare at every pocket of darkness that lined their path, as if she could intimidate whatever hid within. The only part of Fluttershy that could even be seen was her small white tail feathers poking out from under Applejack’s hat which trembled violently.

Rarity sniffed the air suddenly, gaining the attention of her friends. “What is it, Rarity?” Twilight whispered.

“I don't know… It smells awful though,” she remarked, scrunching her nose up in disgust.

Applejack sniffed as well, her own nose wrinkling, and the strange smell making her recoil, her stomach turning. “That's not good.”

Twilight smelled the air as well, only to find that the familiar scent of the forest was all she could smell. “What is it?” she whispered back.

“Smells like something died,” the apple farmer muttered, garnering a shriek of panic from the arachne who clutched Applejack’s tail to her chest.

“T-Timberwolves smell like death, you don't think?” The arachne gulped.

The farmer didn't seem to mind having her tail clutched, as she had backed up until she was mere inches away from the spider pony. While the three beings at the front of the line flinched at the slightest sound and seemed ready to bolt at a moments notice, Twilight on the other hoof didn't seem to mind at all. She looked around, noting that it did seem a little darker but that in itself wasn't that scary as the forest was always dark and her recent death seemed to have given her a measure of dark vision. She also couldn't seem to smell what they were smelling either, and each time the unicorn took a deep breath through her nose, the only thing she detected was the potent scent of wildflowers and the general smell of the forest.

“There it is again!” Fluttershy yelled, standing up inside Applejack’s hat.

Applejack yelped and spun around, glaring at a spot to her left. “Where? Where is it, Fluttershy?”

Rarity screamed, pointing to their right at a seemingly random spot in the line of trees. “There! To the right!”

Applejack spun around, ready to pounce on whatever it was only to see nothing but the dark limbs of another gnarled and twisted tree. “I don't see it.”

“It vanished. Oh stars above, it better not be another pack of timberwolves,” Rarity exclaimed through clattering teeth.

Applejack gulped, her head moving constantly, looking up and down the tree lines, her ears twitching with every minute sound. “Is it… is it gone?” she whispered.

Fluttershy poked out from under Applejack’s hat, peering into the woods along with two of her friends while Twilight just blinked, trying to figure out what they were hearing and seeing. The unicorn hadn't sensed any movement other than the odd bird and a squirrel that had ran across their path and even now she couldn't find anything that would explain her companions’ sudden bout of paranoia.

“The smell is getting worse, they must be close, get ready girls,” Applejack remarked, stopping completely and lowering her body, ready to pounce on any would-be attackers.

Rarity huddled close behind the apple farmer, lifting a small pair of sewing needles and brandishing them like tiny knives. “I can even taste it! It's in my mouth, Applejack!”

“I sure h-h-h-hope we haven't stumbled into another dead zone.” Fluttershy squeaked, gripping Applejack’s hat and covering her face with it.

“Sure seems like it, Fluttershy, keep your wits about you and we just might make it out of here in one piece,” Applejack announced, her voice filled with grim determination.

The spider pony took a hesitant step backward only to brush against something, eliciting a scream from the high strung being. Applejack spun around, instantly moving to cover her friend only to find that it was simply a gnarly branch sticking out from the side of the path. The apple farmer breathed a sigh of relief, but the familiar sound of cracking wood sprung up from all around them, the forest echoing strangely.

A second later Rainbow Dash landed in the center of the group with a massive thud, her eyes wide with panic as she brandished her weapon wildly. “Timberwolves!” she screamed.

Like a match thrown on a pile of timber, the entire group erupted in screams. Rarity ran around in circles, trying to dodge the tree she kept bumping into. Fluttershy was quivering underneath Applejack’s hat, only the tips of her tail feathers visible from under the stetson. Applejack herself had leapt onto a timberwolf and was viciously punching the plant with all her might while screaming. “You won't catch an apple unaware! Take that, you varmint!”

Rainbow Dash was flying around as fast as she could, kicking and hacking at any branch or bit of wood that even resembled a timberwolf, while yelling some thestral battle cry that Twilight only managed to hear bits and pieces of.

All while the unicorn stood there, utterly baffled by the strange turn of events. Applejack was attacking what looked like a bush, while Rarity had now resorted to quivering behind a tree, her hooves held over her head as she cried and muttered a prayer of some kind. Rainbow Dash was wrestling what looked like a large tree branch, biting and twisting as if she were fighting a great beast of some kind.

“Snap out of it girls!” she yelled, running over to the quivering Rarity and shaking her.

“Oh great moon above, please don't take me to the great beyond! I swear I’ll be twice as nice and three times as generous if you let me live! I’ll even build you a proper shrine!” the arachne screeched, staring upwards at the break in the canopy at the moon above.

“There are no timberwolves! Get ahold of yourself!” the unicorn yelled, shaking Rarity one last time before giving up and turning her attention to Applejack, whose hooves were covered in cuts due to the thorny bush she was viciously assaulting with her hooves.

Twilight lit her horn and tried to pull the powerfully built pony away, only for the farmer to lurch forward, breaking her control and leaping back on the bush, a battle cry on her lips. “For the Everfree!” she yelled.

She looked around, panic beginning to grip her unbeating heart. Maybe they are right, maybe there is something out there and I just can't see it. The unicorn spun around, hearing the crack of wood, only to for the image of Pinkie Pie to suddenly flash through her mind. The growing dread that threatened to grip her vanished, replaced by the same warmth the unicorn felt whenever she saw the pink troll’s familiar smile.

What would Pinkie do? she thought.

A smile slowly cracked her face and all of a sudden the unicorn burst into laughter, throwing her head back and laughing for all the world to hear.

Pinkie Pie stopped mid-mix, the large paddle-sized spoon suddenly still in her lone forehoof. Her mentor stopped her incantation, giving her student an odd look, a question on her lips.

Whatever she was about to say was cut off by an odd series of twitches that started with the troll’s mane going straight, then her back hooves shaking, ending with her half-grown right foreleg flailing in circles.

“That was quite the scene, whatever did that mean?” Zecora asked cautiously.

Pinkie Pie blinked, her gaze drawn to a seemingly random point along the wall of the hut, unaware that she was staring straight towards her five friends. “I don't know…” she whispered.

Twilight’s laugh echoed through the forest, animals big and small who heard the strange sound instantly leapt up, flying or running in the opposite direction of the laugh.

The unicorn laughed long and hard, the absurdness of the scenario striking her as bizarrely funny, despite the circumstances.

All around her friends stopped what they were doing, blinking owlishly and looking around with quizzical expressions on their faces. Rarity seemed the first to recover and she looked around slowly, seeing only the strange, unchanging forest and nothing out of the ordinary. She slowly rose up, looking over at the laughing unicorn who had doubled over and was pounding the ground with a hoof.

Applejack pulled her hoof back to deliver what she knew was going to be a devastating blow to the pinned timberwolf’s jaw, only to stop and blink as the wooden creature was replaced by a thoroughly crushed bush. “What the hay,” she muttered, only now noticing the many cuts that lined her hooves. The potent smell of death that had clung to her nostrils seemed to vanish as well and all at once she heard the oddly raspy sound of Twilight’s laughter.

The lone thestral of the group dove to the side, ducking out of the way of what she thought was the swipe of a timberwolf, only to roll and spin back around, her hoof cocked and ready to strike, her blade ineffective against the wooden creatures. Except there was no timberwolf following her.

She looked around, expecting to find the timberwolf nearby, only to see nothing of the sort. “Huh,” she muttered, baffled by the sudden turn of events.

The sound of Twilight’s sandpaper laughter suddenly reached her ears and she angled her body towards the source, confused by the odd burst of mirth amidst what the thestral had thought was a fight to the death.

The guard landed with a soft clank, looking around at her traveling companions who had the same baffled expression as her. “Twilight?” she asked, her hoof brushing the mare’s shoulder.

Twilight pounded her chest with a hoof, her laughter petering off as she struggled to catch her breath. After a few seconds of wheezing, she wiped away a tear and grinned up at her friends who looked down at her with mixed emotions.

“Oh thank goodness you girls are alright,” Twilight remarked, looking around at the mostly unhurt group of friends.

“Yeah,” Applejack muttered. “What happened back there?”

Rarity shook her head, looking around at the now normal looking forest. “It felt like a dream, there were timberwolves everywhere and one of them was standing right over me, its drool dripping into my mane.” The arachne shivered, her hooves running through her mane.

“I don't know, but all of a sudden you guys suddenly started acting like you were being attacked by timberwolves,” Twilight answered.

“Then what happened?” Rainbow Dash asked, moving closer and eyeing the unicorn with an odd look.

“Suddenly I thought of Pinkie and then I couldn't help but laugh,” Twilight remarked, a faint, wistful smile spreading across her face.

“Well, I don't rightly care what the hay happened, but we should get out of here before it has a chance of happening again,” Applejack remarked grimly.

Twilight nodded. “Good thinking. You girls coming?”

Rarity nodded. “Right behind you, darling.”

Rainbow Dash hesitated, glancing at the black gem she had been given before up at the smiling face of the unicorn who looked back at her. “Yeah, I’m coming.”

Rarity hummed in approval, tying a heavy wool scarf around her neck. “Thank goodness I brought a scarf, that wind can be biting at times,” she remarked.

Twilight nodded, not bothering to announce the fact that she didn't feel cold at all.

The arachne threw her stylish bag onto her back only for something shiny to fall out of it and clink on the ground. “Oh fiddlesticks,” she muttered, reaching for the object.

“Wow Rarity, that's the biggest ruby I’ve ever seen.” Fluttershy pointed out.

The arachne sighed. “I must have forgotten it at the bottom of my bag.” She stuffed it back into the bag and closed it more securely this time. “No wonder I couldn't find it.”

“Well, keep it secure this time, wouldn't want to lose it out here,” Applejack added.

“Of course darling, it is the centerpiece of my newest masterpiece after all.” The arachne giggled giddily. “Oh I cannot wait until I get back and finally finish that dress, it's going to be spectacular!”

Twilight couldn't help but smile, Rarity’s energy was truly infectious. “Well we better get moving then and find a good place to camp.”

Applejack nodded solemnly. “There should be a river up ahead, if we follow it along for a little while, we should come to a bridge, after that there is a good spot to set up camp.”

“Oh, I sure hope so, Roger is starting to get tired and I am going to need to find some animal else to borrow for tomorrow if Owlicious doesn't come back,” Fluttershy announced.

“Daw shucks, feels like we were just getting to know lil Roger here. Well, make sure to tell him he's welcome on the farm anytime.”

Fluttershy grinned and nodded eagerly. “I can tell he enjoyed riding your hat and I’m sure you’ll see more of him.”

“Do you hear that?” Rarity asked, her body tensing as she raised a hoof.

Applejack rolled her eyes. “Come on, Rarity, it was funny the first time Rainbow Dash did it, but now it's just annoying.”

The aforementioned guard stopped as well, her ears twitching. “I hear it too, sounds like water ahead.”

“Nice going, Applejack,” Twilight complimented, shooting her friend a wide smile.

The farmer blushed, pawing the ground awkwardly. “Aww shucks, ain't nothin special.”

“Blech,” the thestral groused, sticking her tongue out. “I’m gonna go take a look around, try not to make out too much while I’m gone,” Rainbow Dash announced before leaping into the air and slipping through the canopy.

“What's eatin’ her?” Applejack asked, nodding towards the spot Rainbow had stood only moments before.

“I don't know…” Fluttershy answered sadly. “It's not like her to be this grouchy for this long.”

Twilight shook her head, a concerned look on her face as she watched the bat pony leave. Something about the way Rainbow Dash spoke, and the way she bit her lip whenever she thought no one was looking, had made Twilight begin to worry as well. The unicorn pushed off that worry for now though as she heard the faint sound of leathery wings that signalled the thestral’s surprisingly quick return.

The guard landed hard, skidding to a stop and kicking up a small plume of dust. Rarity and Applejack covered their mouths. “You were right,” Rainbow Dash remarked. “But this doesn't seem like a normal river.”

“What do you mean? Seemed pretty calm last time I was through these parts, was even a few spots to cross if the bridge is out.”

The thestral jerked her head towards the path. “It's not far, you’ll see.”

The four other beings followed the guard closely, the sound of water growing closer by the second, drawing a frown from the apple farmer. “That don't sound right, what the hay happened… Whoa nelly.”

As soon as the group emerged from the tree cover they were blasted by the sound of rushing water. Just ahead of them thousands of gallons of water flew past them, carrying various bits of debris in their clutches. Applejack walked ahead, leaning over the side of the river and giving the the raging water a quick inspection before backing up. “Musta flooded somewhere up stream, there's a whole mess of stuff caught up in it.”

Twilight leaned over as well, only to immediately step back when she realized just how close she had gotten when a splash of water hit her nose. “I sure hope that bridge is functional, because I don't think we are crossing this river anytime soon.”

Rarity sighed dramatically. “Why can't anything be easy for once!”

Rainbow Dash laughed. “Speak for yourself, ground walker.”

“Yeah, well, we can't all have wings,” Applejack groused. “Yo RD, mind making yourself useful and checking on the bridge? Should be a little further south.”

The guard crossed her hooves over her chest, hovering a few feet above the ground. “I don't take orders from you.”

“Would you please check the bridge, Rainbow Dash?” Fluttershy offered, batting her tiny avian eyes at the thestral.

A tiny smile slipped onto the edge of Rainbow Dash’s mouth, only to be swiftly wiped away. “Alright fine, but only ‘cause you asked nice.”

Fluttershy giggled at her friend’s antics. “Thank you, Rainbow Dash.”

With that, the thestral pumped her wings and rolled into a backflip before disappearing further down the trail. “Thanks Fluttershy, didn't think I'd be able to get that bird brain movin’ on my own. No offence Roger.”

“You shouldn't be mean to someone just because they aren't in a good mood. Sometimes all you need is a little kindness,” Fluttershy explained.

“True, I just hope she opens up about what's bothering her soon, I don't know how much more of her remarks I can stand,” Rarity added.

Twilight chose not to say anything, instead standing a little further back and looking around the river, scanning the small winding path they were walking on. It was just barely wide enough for two of them to walk abreast and still leave a couple feet between them and the edge of the raging river. Which still wasn't enough room for the unicorn’s liking and she walked as far to the right as possible, eyeing the river like it was some great serpent that was about to come to life and swallow her whole at a moment’s notice.

She only looked up from the river when she heard the distant wingbeats of their returning thestral guard. “Heads up, Rainbow Dash is back.”

The rest of the group looked up and sure enough a few seconds later the rainbow-maned thestral landed with a thump a few feet in front of the troupe. “I got good news and bad news,” she announced with a frown.

“What's the bad news?” Rarity asked hesitantly.

“Bad news is there is a troll by the bridge, I didn't catch a good look, but what I did saw wasn't good.” Rainbow Dash shrugged.

Twilight cocked her head. “And the good news?”

“At least the bridge is in one piece.”

“Well at least there's that,” Applejack remarked.

“Hopefully this troll can be dealt with diplomatically. I don't know how much magic I have left after that fight with the manticore,” Twilight said with a frown.

Applejack shrugged. “Don't you worry none, Twilight. Kicks Mcgee and Thunder still got plenty of oomph left in them.”

“Did you name your hooves?” Rainbow Dash asked, barely able to hold back a snicker.

Applejack blushed. “Err, maybe.”

Twilight rolled her eyes. “Come on you two. The longer we wait around, the longer it will take until we can set up camp.”

Rainbow Dash snorted as the unicorn passed, ready to launch into the most creative insult she could think of. Only for Fluttershy to glare at the thestral, making her mouth slam shut. “Fine,” she muttered. “But if this troll turns out to be a jerk, I’m not helping.”

“Pfft, like you help much anyhow,” Applejack murmured, brushing past the thestral.

Rainbow Dash hissed and launched back into the air, disappearing two seconds later when she slipped through the canopy once more. With the thestral gone, Applejack sighed and patted the bird’s head. “Sorry ‘bout that, Fluttershy.”

“Don't worry about it, Applejack. I’ll talk to her later and find out what's wrong.”

The rest of the trek was done so in silence and it didn't take them long to approach the site of the bridge. The path crested a brief hill, from which they could see the bridge below them. The wide stone arch crossed the river and despite the rapids mere feet below, it seemed unmarred by the fury of the current or the wooden debris caught in its grip. The group hesitated for a moment, all pairs of eyes scanning the bridge in search of the aforementioned troll. Other than a brief flash of movement from under the bridge, no one was able to detect anything of note, so after a moment to gather her courage, Twilight stepped forth.

“You girls coming?” she asked, hoping her voice sounded more confident than she felt.

Applejack nodded. “Better hurry up and get this over with.” Fluttershy gulped, ducking a little deeper into the top of Applejack’s hat until only her eyes and beak could be seen peeking out from beyond the rim.

Twilight’s confidence didn't last long and when she neared the bridge, she stopped altogether, scanning her surroundings. To the right, a wide road extended for only a few feet before it seemed to be swallowed by the forest. To her left the bridge sat silently, its sheer size striking Twilight as odd.

It was large, easily big enough for a carriage to cross on either side and still have enough room left over to do so with ease. Its stone structure was almost completely undamaged by the passage of time and the rigors of the rapids, though grime and mud clung to it in abundance, Twilight could not see a single stone out of place. Whatever this bridge was meant to connect, it had evidently been important enough to warrant a very sturdy construction.

The unicorn glanced over to her four friends, unsure of how to proceed. “What do we do?” she whispered.

Fluttershy shrugged, shaking so hard it made Applejack’s hat vibrate.

Applejack frowned, peering intently at the right side of the bridge. “Get ready for a fight y'all.”

Twilight gritted her teeth and lowered her horn, slowly walking forward. “Come out here and face us! We know you are there!”

The three beings all peered at the same side of the bridge for several long seconds before finally an enormous hoof emerged from the darkness, gripping the side of the bridge and hoisting up a truly massive troll. Its fur was almost completely replaced by craggy rock formations that were a slightly lighter color of grey than the few hairs that poked out around them. As it emerged from beneath the bridge, Twilight took a step back, her mouth hanging open at the sheer size of the being. It was easily twice the size of the already quite tall unicorn and no doubt weighed three to four times as much as even Applejack. In its left forehoof it dragged a massive club that seemed more like a tree it had ripped out of the ground rather than anything fashioned for combat.

A long tangled mess of a mane tumbled down the back of its bulky neck and two piercing blue eyes glared at the three. “If you want to pass, you will pay the toll,” it commanded, its voice so deep that it sounded like a group of boulders being rubbed together to produce sound.

Twilight gulped nervously, glancing over at Applejack who stared with wide eyes at the enormous being, her own confidence waning at the sheer size of the troll. Fluttershy was huddled in Applejack’s hat, her wings over her head as she trembled in fear. Rarity seemed to be the only one unaffected and was merely frowning at the sight of the creature, her eyes looking it up and down appraisingly.

“Do you not understand the common tongue?” the great troll asked, peering intently at the small group.

“Y-y-yes,” Twilight stammered, glancing at the tree trunk it had slung over one of its massive shoulders.

“Good, then you understand that this is my bridge and to cross you must pay a toll,” it pointed out, as if it were stating the simplest of facts.

“Hey now, no one owns this here bridge! Why I’ve been using it for years!” Applejack yelled angrily, only to shrink when the troll’s gaze fixated on her.

“The strong take, such is the way of the forest. Now hoof over your valuables before I crush your tiny bodies and pick the shiny bits out of the paste.” The troll shifted its weight slightly, gripping the makeshift club tightly.

Twilight turned to Rarity, only to cock her head at the sight of a smile on the arachne’s face.

Rarity pulled off her scarf and with the faint glow of her magic she floated it over to the troll who eyed it cautiously. “You looked a little cold, please, take my scarf. You need it more than me.”

The troll’s eyes narrowed, but it reluctantly took the offered scarf, draping it around its massive shoulders. “That is a good start, now hoof over… wait is that cashmere?” it asked suddenly.

Rarity’s eyes lit up. “Yes it is! It was quite hard to find all the way in Ponyville but it was worth it, no?”

The troll nodded slowly, rubbing its cheek against the fabric.

“But that simply won't do, that scarf is not nearly enough to cover those broad shoulders of yours.” Rarity reached back and rummaged in her bag before eventually pulling out a pair of mittens she had brought along.

“I think those are a might bit small,” the troll pointed out.

Rarity merely rolled her eyes. “Not to worry, give me but a moment.” The arachne gripped a mitten in both hooves, tugging hard on a section near the base of the mitt until it tore the stitching. She then tore the other one in a similar manner and with a swirl of magic, unraveled the two mittens and weaved them back together before levitating it over to the troll who took it and added it to the other scarf on his shoulders.

“That's very nice. I don't suppose you have a gem in there? I am rather hungry,” it remarked, peering inside Rarity’s open bag.

The arachne scoffed. “I bet you haven't had a home cooked meal in ages, staying way out here in the woods.”

“Well now that you mention it…” the troll remarked, tapping its chin with a hoof.

The arachne shook her head and tsked. “That simply won't do, Applejack be a dear and gather up some firewood, would you?”

“Err, sure thing Rarity.” The apple farmer turned, giving Twilight a small shrug before disappearing into the woods.

Twilight slipped a little closer to the spider pony as she fished through her bag. “Psst, what are you doing, Rarity?”

“Trying to find.. Oh here it is!” The arachne pulled the enormous ruby from her bag and held it triumphantly.

“Stars and sun,” the troll muttered, his eyes growing two sizes larger at the sight of the gem.

“Wasn't that important to your dress?” Twilight asked.

Rarity merely shrugged. “There are other gems out there.” The arachne clapped her hooves together. “Now then, where is our dear apple farmer?”

“Right here,” Applejack replied, heaving a small pile of dead wood before the spider pony.

Rarity nodded. “Excellent. Thank you, Applejack.” She turned to Twilight expectantly. “Would you mind lighting the fire?”

“Sure.” The unicorn lowered her horn and fired a small jet of sparks at the tinder which instantly lit.

The troll seemed to eye the unicorn cautiously, but took a small step forward. “What are you doing there, missy?” it rumbled.

“It's going to be rather primitive, but I thought a nice soup would warm that belly. It must get awful cold near the river,” Rarity stated simply, fishing out a large pot from her bag and placing it directly on the fire. “There we are, now we add the water, then a dash of this and a little of that…” the arachne added small shots of their already meagre supply of spices and was ready to add a drop of hot sauce when Rainbow Dash swooped down from a nearby branch and held her back.

“Not the hot sauce, that's all I brought!” the thestral cried.

Twilight let out a surprised yelp, nearly falling onto her butt from the sudden appearance of the guard. Rather than be surprised, the troll just rolled its massive eyes.

Rarity yanked the hot sauce away from the thestral and shot her a look. “I can buy you more hot sauce when we get back to Ponyville.”

“Aww, come on, Rarity you know I can't eat your cooking without my sauce,” Rainbow Dash griped, making another swipe at the bottle, only to come up empty-hoofed.

“Rainbow Dash, you are acting like a child! Now go stand over there with Applejack and I’ll pretend like you didn't just whine at me like a foal,” Rarity said sternly.

The thestral wilted slightly and plodded over to a spot next to a snickering Applejack, whom the guard shot a glare at.

“Now then.” The arachne gestured to the troll, levitating the gem over the boiling pot. “If you would do the honors of crushing it, I can finish your soup.”

The troll took a step forward, its club mysteriously absent from its shoulder. It reached out with a hoof, only to stop. “But crushing it makes it lose all the flavor.”

Rarity smiled confidently up at the enormous troll. “Trust me darling, this is going to taste even better.”

The troll stared into the arachne’s eyes for several long seconds before it reached forward and gripped the gem in both hooves, crushing the gem like it was little more than glass. The small rain of red shards falling into the soup joined the mixture, which began to take on a reddish hue.

Together they sat around the small fire, peering within and waiting as Rarity occasionally stirred the pot, humming softly to herself. After a few minutes of rather tense silence the arachne withdrew her spoon and smiled up at the troll. “Alright it's ready. Bon appetit!”

The troll licked its massive lips and grabbed the pot in both hooves and tossed it back.

“Watch out, it's rather… hot,” Rarity added, only to stare as the troll chugged the entire contents of the pot in one long pull, not even noticing the red hot metal it was gripping. “Huh,” she muttered.

The troll tipped back the last of the soup and wiped its lips before belching loudly, a small smile spreading across its lips. “That was simply divine, miss, uh?” ie asked, raising an eyebrow.

“Rarity,” the arachne replied, extending a hoof.

The troll took the spider pony’s hoof and gently bumped it. “Charmed. I’m Rolling Boulder and I must say that was the best soup I’ve had since my wife…” It coughed suddenly and stood off to the side, gesturing to the bridge. “Go on, sorry for keeping ya.”

Rarity merely shrugged. “Not to worry, my friend but you really should come by Ponyville sometime, I know this perfect little restaurant that I think you would love.”

The troll plopped down on its butt, an act that sent a small tremor that rattled the hooves of everypony around. It rubbed its chin with a hoof, staring up at the starry sky. “Well, my daughter has been bugging me to come see her fashion show, maybe...”

Rarity nodded, flashing the troll a winning smile. “Well, if she ever wants to show off her line in Ponyville, tell her to stop by my shop and I would be happy to work something out with her.”

A smile slowly spread across the troll’s face and he nodded. “That does sound awful kind of you. Maybe Inky is still in Cliffsdale…”

The arachne strutted across the bridge, followed closely by her stunned friends who gawked silently until they were over the bridge and out of sight of the mountainous troll. Rainbow Dash was the first to break the silence and she suddenly zoomed out in front, grabbing Rarity by the shoulders. “What the hay was that?”

“What?” Rarity asked sweetly. “Some beings just need a little helping hoof, is all.”

Applejack shook her head, tilting back her hat. “Slather me with butter and call me a biscuit. If that wasn't the most generous thing ah ever saw, then I don't know what was.”

Fluttershy took wing, hovering just in front of the spider pony, a huge smile on her beaked face. “Oh that was wonderful, Rarity!”

The arachne blushed, batting a hoof at the bird. “Oh stop, I just did what any being would do.”

The thestral landed next to the arachne, some of her anger dissipating. “I’m holding you to that promise about the hot sauce.”

Rarity rolled her eyes and patted the thestral on the withers. “I wouldn't have it any other way.”

The intrepid group of friends had established a camp despite the fact that they had yet to reach the castle, in stark contrast to the one hour estimation Pinkie had made before they left. A fact that was not lost on the five beings who were gathered around a small fire.

Rarity gagged, magically removing a thick clump of mud that had clung to the underside of her body. “Oh, I simply cannot wait to get to the castle, at least I won't have to worry about quite as much mud.”

Applejack snorted at the arachne, settling her weight into the dirt a little more and giving her butt a wiggle. “Oh come on, ain't mud good for the skin?”

Rarity looked down her nose at the plant-bound pony, whom was caked up to her shoulders in mud and dirt. “Well some of us don't have a tree growing out of our backs.”

“Fair,” Applejack muttered, setting her head down on the ground with a content sigh, not bothered in the slightest by the splash of mud that coated most of her muzzle.

Twilight chuckled at the display, wondering idly just how much of Applejack’s love of dirt was her own, only to be distracted by the sound of clinking armor as Rainbow Dash continued to pace.

“She’ll come back, she always does,” Twilight pointed out.

The thestral didn't seem to agree and bit her lip as she stared off into the growing light that peeked through the treetops. “You never know,” she muttered silently.

“Darling, please sit down, you’re giving me a migraine, pacing back and forth like that,” Rarity lamented.

The guard stopped briefly, reluctantly plunking her weight down on a log they had found. “Fine.”

Twilight placed a hoof on the worried thestral’s shoulder. “She said Owlicious was close, I’m sure she will be back any second.”

Rainbow Dash jerked her shoulder, removing Twilight’s hoof. “You don't know anything, outsider.”

The unicorn sighed and looked away.

“Well, seems like this is the perfect time to talk about it. Rarity, would you do the honors?” Applejack asked suddenly.

“Talk about what?” Rainbow asked defensively, glaring at each being in turn.

“You are awfully high strung lately and we all have been worrying about you, Fluttershy included,” Rarity added, emphasizing the spirit’s name.

“It's just…” The guard glanced around at the other three beings, sighing when she saw the worry in their eyes. “Work stuff. I got demoted, again.”

This time when Twilight wrapped a hoof around the thestral’s shoulders she didn't brush it off, even leaning a little closer to the unicorn. “Maybe if you just waited a little more and thought things out?” Twilight offered, already flinching for the incoming remark.

Only for it to never come.

The thestral merely sighed, shrinking slightly. “Maybe,” she muttered.

The unicorn blinked, looking around the circle at her other friends for support, only for them to both shrug, eliciting a groan from Twilight. Not really sure what to do, the unicorn merely patted Rainbow’s armored shoulders, hoping it gave her some sense of encouragement.

Thankfully the flutter of wings diverted everyone’s attention to the edge of the camp where a bright eyed Owlicious flew into view. The owl landed next to Twilight and let out a small hoot, nuzzling the unicorn’s side happily.

Twilight gently patted his head and looked around for their spirit friend. “Where's Fluttershy?”

The owl hooted and pointed a wing to where he had flown, from where a shimmer butter yellow aura was zipping through the trees. The group watched in awe as the shimmer flew over to them and then to the owl where it floated for a few seconds before the owl nodded. With the animal’s assent, the spirit flew into the owl, filling its body with light until its eyes fluttered open, revealing the bright teal orbs of Fluttershy.

“H-hi girls. Did I miss anything?” The owl asked nervously, looking around the circle at all the stunned expressions.

Rainbow Dash reacted first, leaping over and scooping up the owl into a tight hug. “Fluttershy! I’m so glad you are back, you had me worried there for a second.”

The owl hooted nervously, some of its animalistic instincts peeking through the spirit’s possession. “I’m fine, really!”

The guard gave one last squeeze before reluctantly releasing the owl and settling down next to it.

Applejack nodded to the bird. “Good to see you are back, hope you didn't run into any trouble.”

Fluttershy shook her head. “No, Owlicious just loaded up on a bit too many mice and was taking a nap when I found him.”

“That is good to hear, darling, I don't think any of us would be able to sleep knowing you were still out there.”

Fluttershy blushed somehow, covering her face with a wing. “Aww, thanks girls.”

Twilight smiled, sitting back and watching as Rainbow Dash doted over the owl. The guard had pulled a leaf from the owl’s wing and reprimanded Fluttershy on proper wing maintenance and was sternly demanding that the owl remember to check its wings before flying.

The unicorn was content to watch the scene play out around her, not really sure what she should do or say in the context of a social gathering, that was until a rather unfortunate subject was broached a few minutes later.

“Twilight, I must admit I am rather curious about your condition, and you did mention that you would explain it to us once you had a moment, so...” Rarity opened, eyeing the unicorn nervously.

“Yeah, what's with that weird light round yer horn anyhow?” Applejack added.

Rainbow Dash stayed remarkably silent, her hoof reaching into a bag as she stared at Twilight with a mixed expression.

The unicorn sighed, looking out over her friends with a sad look. “Do you really want to know?”

Applejack, Rainbow Dash and Rarity all nodded, but Fluttershy seemed to disagree and hopped over to the spot next to Twilight, extending a wing to the unicorn. “You don't have to if you don't want to, Twilight. We trust you.”

Applejack sighed. “Suppose it's only right to trust you after you trusted me. If you don't want to say anything, that's fine in my books.”

Twilight smiled brightly, overcome by emotion at such an outpouring of support. “Thank you, but I think I owe you girls a proper explanation.”

Rainbow Dash shifted closer, trying not to make it obvious just how intent she was.

“Really darling, if it hurts this much…”

Twilight shook her head. “It hurts to talk about, but it also hurts not to tell my only friends what I’m feeling.”

“Only friends?” Rainbow asked, lifting an eyebrow at the remark. “I thought you lived up in Canterwhatever all your life.”

“I did…”

Despite the lingering bit of xenophobia that still roiled in the thestral’s heart, she couldn't help but wince at the pain in the unicorn’s voice. “Sorry,” she muttered.

“It's okay.” Twilight shook her head. “Where do I start?”

“Well, why don't ya tell us a little more about yourself?” Applejack offered, steering the conversation in a somewhat nicer direction.

The unicorn smiled, her mind going back to her years of study at home with her family. “I’m a student of magic and I’ve been studying it and any other subject I could think of for as far back as I can remember.” Twilight chuckled suddenly, blushing as she thought of a rather embarrassing memory. “It may sound silly, but when I was little, I always thought that if I knew everything, I could raise the sun like Princess Celestia.”

The others laughed politely, with a particular thestral imagining the unicorn’s head becoming six times its regular size in order to contain all the information, causing her to laugh a little harder.

“It wasn't always easy though, I was born with a condition that made ponies fear me, which also made me clumsy in addition to making me a taller then normal.” The unicorn extended one of her limbs in emphasis and gestured to her horn. “It also curved my horn a little, which in Canterlot is an ill omen.”

“Why though? I think it makes you have a certain air of mystery and intrigue,” Rarity pointed out.

“Suits ya,” Applejack added.

Twilight giggled. “Thanks girls. In unicorn culture, a curved horn indicates that a ponies magic flows differently, this difference is usually perceived negatively.” She shrugged. “I didn't care though, I had my mom and my brother and my books which were all I needed in my life.”

The unicorn sighed heavily, her shoulders sagging. “Until Celestia came and offered me a chance to join her school.”

Rainbow Dash couldn't hold back a hiss at the name, a sentiment the rest of the group shared. Applejack gritted her teeth and snorted while Rarity remained perfectly still, and Fluttershy shivered in terror. The words of Shade flashed through Twilight’s mind, reminding her that these beings may well have suffered at the hooves of the dreaded alicorn.

“After that things got worse, in the middle of the night she struck, sicking one of her twisted enforcers on my family and killing my mother. My brother had tried to save us, but wasn't able to defend against that monster.” She gritted her teeth, flashes of the orange unicorn’s insane smile still pressed firmly in her memory. “In the end she accomplished her mission.”

The unicorn looked up, her gaze flickering among the stunned faces of her friends. Even Rainbow Dash seemed shocked, her jaw hanging open as she stared at Twilight. Twilight sighed a little deeper, knowing that the next part of her story may well make or break their friendship.

“What was her mission?” Rainbow Dash asked, in a volume barely above a whisper.

“She was sent there to kill me.”

“Then you are…” Rainbow muttered, her eyes growing wide.

Twilight nodded sadly. “Zecora helped me realize that I didn't really survive like I had thought. It turns out my condition made it so that my lambda system absorbed my soul, reanimating me. Sort of.”

Rarity recoiled slightly, only to cock her head and eye the unicorn up and down. “Shouldn't you be rotting, if you are dead? I mean you could use a long bath, but…”

Twilight shrugged. “I don't really know. Apparently I’m still sort of alive because of my condition? It's all so strange, which is one reason I wanted to go to the undertower.”

“Why is that?” Rainbow asked pointedly, her eyes narrowing.

“Zecora said it held the answers I seek.” The unicorn sighed suddenly, kicking a rock near her hoof. “But after getting to know all you girls, I don't know if I can go through with it.”

“Why not?” Fluttershy asked, squeaking under the sudden gaze of the rest of her friends. “If you don't mind me asking, that is…”

“It's just…” Twilight pawed the ground nervously, glancing over at each one of her friends in turn. “You girls mean so much to me and I don't know what I would do if you were to get hurt.” She shook her head suddenly, gaining determination. “My answers aren't worth that.”

Rainbow Dash glanced down at the bracelet she was given, thinking about the gem in her bag. With her own mind a whirl of confusion she looked over at the rest of her friends, gauging their reactions. Applejack seemed conflicted, as if she had a sour taste in her mouth, but was trying to swallow it anyway. Fluttershy was a difficult read due to the beak and the avian features, but when the thestral glanced into her eyes, all she could see was the same boundless kindness she always saw. With a resounding sigh the thestral dropped the near permanent frown she had held for what felt like days.

“Bullshit,” she announced proudly.

Twilight blinked, recoiling from the thestral. “What?”

“Bullshit. It's a minotaur term, means ‘screw that’,” Rainbow said with a smirk.

Rarity cleared her throat. “Although I don't agree with such uncouth language, I must confess that I feel similarly.”

Applejack nodded. “Exactly. If ya are out here for us, then it's only right that we do right by you.”

“But it's dangerous!” Twilight pulled out one of the books out of her bag and flipped it to a page that had a rather long list on it. “There are deadly traps, monsters, even the air on one of the levels is dangerous!”

Applejack merely shrugged. “So? We’ll get through it, like how we got through everything the forest threw at us today. Right girls?”

The other three all cheered, with Fluttershy raising a wing triumphantly and hooting.

Twilight shook her head, once more surprised by how far these four friends would go just for her. “Girls…”

Rainbow Dash gave the unicorn a lighthearted punch on the shoulder. “Aww, don't get sappy on us now. I was just startin’ to like ya.”

Twilight sniffed, wiping her eye and suddenly pulling the thestral into a tight hug. “Thank you,” she muttered into the thestral’s shoulder.

Rainbow Dash patted the unicorn’s back, gently pushing her back after a few seconds of awkward cry hugging. “That's quite enough of that for one day.”

Twilight nodded, tears building at the edge of her eyes.

“I feel like I’ve known you girls for years,” Twilight said with a smile.

Rarity nodded. “Me too. I may have known most of you in passing until now, but after these past few days I can't see going back to my normal life without you girls in it.” The arachne sniffed, pulling a hoofkerchief from the bag on her back and blowing into it.

Fluttershy nodded, along with Applejack and Rainbow Dash who all had wide, confident grins on their faces.

Twilight seemed on the verge of tears again and she spread her forelegs wide. “Can I get another hug from you girls, or would that be strange?”

“Of course you can.”

Fluttershy leapt into the unicorn’s embrace, followed closely by Rarity and Applejack who all squeezed her back. Twilight grinned from ear to ear, only to notice one of her friends was missing. Looking over Applejack’s shoulder, she saw Rainbow Dash at the edge of the fire, oddly hesitant.

“Come on, Rainbow Dash. Just one little iddy bitty hug?” Twilight asked with a pout.

“I don't know…” the thestral muttered, a small blush spreading across her face.

Twilight’s pout turned into an oddly impish smile and she leaned in, whispering to the other three. Rainbow Dash’s powerful ears could only hear snippets of the conversation and she leaned closer, curious as to what the unicorn was saying. The whispering stopped suddenly and all three turned to her with the same impish smile.

“What are you- nononono!” The thestral turned and tried flee.

Only to get tackled out of the air by an owl who was followed closely by the heavy form of Applejack and finally Rarity and Twilight who all eagerly hugged the groaning thestral. Eventually even she succumbed to the cuddle pile and together their laughter echoed throughout the forest.

Twilight smiled, feeling warmth and strength flowing from her friends and into her. “Is it just me or does it feel like Pinkie Pie is here with us?”

Rarity nodded eagerly. “It does feel like she's here, doesn't it?”

“Almost like she's right around the corner of that tree!” Rainbow yelled, pointing to a random tree. The other four all gasped, only to notice no one was there.

When they looked back they noticed the sneaky thestral had somehow managed to slip out from beneath their group hug.

“Get her girls!” Fluttershy yelled giddily, pointing to her. Rainbow Dash had flown across the camp and was busy dusting off her armor.

She gulped, her eyes going wide. “Oh fu-”

Much later and after a brief chase, the five friends had settled down for the day, all slipping into their tents, sleeping bags, or just the dirt in the middle of the camp as was the case with Applejack. After they had of course put up some defensive runes and cast a tripwire spell around their camp. With their camp secure, and the night having taken quite the toll on them, all five had slipped off to dreamland. All save Rainbow Dash who lay awake near the edge of the camp, her gaze drawn up to where the night sky was slowly being replaced by the light of day. The moon hung nearly perfectly above her head, in the same place it had been since as far back as anyone could remember and she couldn't help but feel like it was watching her.

With a sigh, the thestral sat up and slipped out of her sleeping bag, making her way over to the edge of the camp and staring out into the forest. A sudden grumble made her turn towards the fire pit where Applejack lay sprawled out on her belly, a healthy layer of dirt covering most of her.

“I don't wanna go to town Granny, Big Mac says he's gonna jump the shed,” she mumbled before thrusting her muzzle into the dirt and snoring loudly.

Rainbow Dash shook her head and started a small patrol, hoping that the burning questions that had been pestering her would leave after she calmed her nerves.

As she continued her impromptu patrol the questions returned, and with a vengeance. What does Twilight mean to her? She's a friend, that much is obvious, but she's also supposed to be spying on the unicorn. Can you spy on a friend and still be friends? The thestral felt strangely dirty about the whole idea and she couldn't help but feel as though she were betraying the newfound trust the unicorn had placed in her.

On the other hoof there was a promotion and potentially her job on the line if she failed.

Could she betray her adoptive home town for one random pony?

She shook her head and slapped herself. “Get it together, Dash,”

After giving her head a second firm shake she took a deep breath and continued her patrol, only making it a few feet until she heard a soft thunk come from a nearby tree. Instantly her training kicked in and she dropped low to the ground, her crescent blade in her mouth in the blink of an eye. After a brief look she leapt to the side, dodging behind the same tree she had heard the sound from and casting a glance around the trunk.

After seeing no one she looked up at the arrow, instantly recognizing a scroll tied to the end as it was bound by the night guard seal of a crescent blade across two batlike wings. Instantly she felt her body relax and with annoyed huff she reached up and plucked the arrow from the tree. “I swear to the moon that if this is another prank…”

Her words died in her throat.

Follow the archer, you will be debriefed by a field agent.
-By the light of the moon.

She looked up, scanning the treeline one last time before sighing and looking over her shoulder. None of her friends seemed to notice, with Rarity and Twilight’s shared tent having not moved an inch while Applejack’s snores still resounded through the small clearing they had made camp in.

Rainbow Dash couldn't help but gulp, the moment of truth coming faster than she had wanted. This is it, she thought glumly.

With a resounding sigh of defeat the thestral tossed the arrow aside, and stuffed the note into a pocket in her armor.

“Time to face the music,” she muttered darkly, her hooves carrying her deeper into the forest.

Edited by the everywonderful, everfreepony!
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