Twilight Sparkle bit the ends of her fingernails as she anxiously paced back and forth. Spike was missing, and neither she nor any of the others could figure out where he could have gone. Even Rainbow Dash was eager to find him, though that could be chalked up to her just wanting to make Fluttershy feel better. Aside from Twilight herself, the yellow pegasus seemed to be the most distraught about the dragon's disappearance.

'He was right behind me before the rockslide! Where in Equestria did he go?!' Twilight thought, berating herself for not taking so long to check on him.

The only clue that any of them had been able to find so far was discovered by Fluttershy when she and Rainbow flew back up to look around. When she came back down a few minutes later, she was carrying the torn and charred remains of Spike's clothes. She just stared down at them, tears welling up in her eyes in fear that some horrible monster had gotten to him during all the chaos.

Twilight inspected what was remained of Spike's clothes, hoping to find a clue as to what might have happened to him. Both his shorts and his shirt were heavily damaged, yet rather being any ripped or torn, most of the fabric appeared to have been burned away...

'Could he have done this himself?' She speculated.

But upon looking closer, Twilight started to notice a telltale pattern amongst the burn marks that she recognized. They reminded her of similar burn markings that she'd found on her own clothes, back when she was first learning to teleport.

Whenever casting a spell like that, the magic being used tended to focus on the caster themselves, rather than anything they happen to be wearing or holding at the time. Advanced spells especially had to be very carefully practiced or even modified in order to expand their effects so they might accommodate a user's possessions. It was among the many reasons Twilight preferred practicing new spells in the privacy of her home... Twilight's cheeks flushed as she was reminded of one particular incident from a few months ago.

It had been the first time that she had ever tried casting a teleportation spell. But before she could complete it, a random book had fallen from a shelf behind her, hitting her on the head at a very crucial point and completely throwing off her concentration. The spell still went off, and while it technically did work, it didn't take her the five feet forward she had intended. Instead, she was teleported right in the middle of the Princess's private bedroom... and all her clothes had promptly been burnt away. Thought before Twilight even had a chance to start freaking out, the Princess had chosen that exact moment to emerge from her bathroom, wearing nothing but a simple white towel that was woven up around her wet mane.

Even now Twilight shivered at the immense embarrassment that encounter seemed to burn into her very soul. She'd feared that the princess would surely banish her from Equestria or outright incinerate her on the spot. But as she started rapidly spitting out nonsensical stuttering apologies, the princess seemed far more amused than violated. She hadn't even moved her arms to cover her nude body in any way as she idly scanned Twilight's figure...

Deciding to push the mental image of her naked mentor away before her face literally caught on fire, Twilight got back to the task at hand. She had far more important things to do!

Though, if it really was a spell that zapped Spike, who cast it? Twilight was certain that she hadn't accidentally fired off anything during the landslide and she highly doubted that Rarity could be the one at fault either. From the scale of the burns, the spell had to be pretty impressive.

Even Spike's own Dragonfire, while capable of sending small objects all the way to Canterlot, was far from magic at this level. In the end, there was only one possibility that made sense left. Somepony or something, had attacked him...

They had been searching the surrounding area for what felt like hours now, though, at this point, Twilight was having trouble keeping track of time. The moon held firmly in the center of the sky above them, making it pretty difficult to really be sure. It also didn't help that none of them seemed to own a watch.

She wanted to keep searching, but... they also really needed to find the Elements before it was too late. If they didn't, they might never be able to save the Princess and the rest of Equestria, let alone Spike. She just hoped they would be able to even use them once the Elements were found.

"A-alright, let's keep moving everypony, we still have to find those Elements." Twilight reluctantly announced, much to Fluttershy's dismay.

"B-but what about Spike?!" She gasped, looking as if she might break down into tears at any moment.

"Look, If we can find the Elements, we... we might be able to use them to find out where he is," Twilight explained, though she had no idea if they were even capable of something like that.

"Hm, I'm going to have to agree with Twilight I'm afraid." Rarity spoke up. "As much as I would love to be reunited with the lost dragon, I'm positive that a strong gentlesta- gentledrake like him will be alright, wherever he is. Not to mention, I must add that I am feeling just a little bit... vulnerable just standing around here,"

Rarity glanced nervously around at the valley clearing they were all standing in, clearly quite uncomfortable. What little remained of her dress was barely covering her crotch and two torn flaps of fabric lay loosely over the top of her mostly exposed breasts. During her tumble down the hill, before Rainbow Dash was able to grab her, she'd rolled through a few thornbushes that were evidently responsible for most of the damage.

"B-but.... o-okay..." Fluttershy mumbled, still hugging a piece of Spike's shirt close to herself.

Twilight really did feel nervous about potentially leaving Spike behind, but right now, the entirety of Equestria was at stake. She just hoped he'd let her find some way to make it up to him. With any luck, he wouldn't be in any serious danger at the moment...

Fluttershy squirmed as she followed a small distance behind the others as they traveled down an ancient stone path winding through the forest. Applejack had managed to spot it while they were searching for Spike and it seemed to be leading them towards the castle in the distance. Thankfully, they hadn't yet run into anything dangerous since the landslide.

She was used to caring for a multitude of different animal species, many of which lived in and around her cottage, but the creatures that inhabited this forest were another story altogether. Most that she knew of were extremely territorial predators, with some capable of devouring an entire pony whole. As much as she wanted to help find these Element things, part of her really just wished she could be back home right now, snuggling up with Angel Bunny or one of the many other fluffy animals in her cottage.

"ROOAARR!" Fluttershy felt her heart jump up into her throat as a bellowing roar echoed loudly from just up ahead of the group.

*Thump!*

"A manticore!" Twilight exclaimed as a massive beast leaped out from a large bush on the right side of the path.

The ferocious beast reared up on its hind legs like a bear, baring its razor-sharp claws at them menacingly. Fluttershy felt like she was going to pass out from fear when suddenly she noticed something. As the creature let out another roar, she saw a tiny shimmer of moonlight reflecting from under its right paw...

The large beast pounced, taking a wide swipe at Twilight who was just barely able to duck under the blow in time. Then, to everypony's surprise Rarity was the first to attack, delivering a swift kick directly to the manticore's reddish nose.

"Ha! Take that, you ruffian!" She shouted as the manticore recoiled back in surprise.

Reaching up, it passively rubbed at its nose, as if merely shrugging off an irritating sneeze. Growling angrily at the fashionista, it roared again, directly into Rarity's face. Globs of spit and saliva were scattered all over the mare's face, leading her to scream in horror and run away with her tail quite literally between her legs. Though she actually seemed more distressed about her spit-soaked mane than the actual manticore itself though.

"W-wait!" Fluttershy tried to shout, having a realization as Applejack prepared to attack the animal. Unfortunately, the pegasus's call of alarm came out as more of a whisper.

Using her powerful legs, Applejack jumped up and over the angry manticore, landing upon it's back. It immediately began bucking and swiping wildly in an effort to shake off the country mare.

"Yee Haww!" Applejack cheered, holding her hat out in one hand as she held tightly onto the manticore's mane, her knotted shirt nearly coming loose from all the violent rocking that caused her breasts to bounce around.

"Yea, yea! Go, Applejack! Wooo!" Pinkie cheered from the sidelines, somehow now holding a small bag full of popcorn.

But then, with one flap of its mighty wings, the manticore launched itself off the ground, spinning in the air and effortlessly sending Applejack careening back towards the ground. Rainbow Dash was quick to race up and catch her in mid-air before she could get hurt before dropping her back down on the ground so she could race up and face the beast herself.

"Wait!" Fluttershy cried again, though despite being a little bit louder, in all the commotion, none of the others noticed.

Meeting the manticore in the air, Rainbow Dash began flying in tight circles around it, attempting to confuse the angry creature as it tried to keep track of her. It seemed to be working at first until Fluttershy noticed that the manticore's scorpion-like tail was rearing back, clearly preparing to deliver a deadly sting.

"Watch out Rainbow Dash!" Fluttershy yelped, finally loud enough for the others to hear.

"Huh, what?" Rainbow said, turning to look her way as she was about to pass right in front of the manticore.

Sensing an opportunity, the manticore thrust its tail forwards into the rainbow-colored blur surrounding it. The poisonous stinger missed its mark by mere inches, the bulbous head instead slamming directly into the unprepared pegasus. The force of the blow sent Rainbow flying as she crashed directly into Applejack, leaving them both in a rather suggestive position heaped on top of one another.

This entire time, Twilight had been charging up some kind of spell, the aura around her horn glowing intensely from the strain. It sparked and buzzed as she started to lower her horn towards the manticore who peered curiously at the glowing unicorn. Growling, it dove down through the air, directly at Twilight, with its sharp claws bared and tooth-filled maw opened wide. Magic pulsed all around Twilight as prepared to release it all the built-up magic at once.

Suddenly, Fluttershy shot out between the two of them at the last possible moment, forcing Twilight to quickly jerk her head to the side, just as a beam of raw magical energy fired from her horn. A loud hum accompanied the bright discharge, leaving a brief purple beam leaving a large singed a hole clean through a number of nearby trees. The manticore had stopped dead in its tracks, taken off guard by the yellow pegasus's sudden appearance.

"F-fluttershy?! W-what are you doing?! G-get away from that thing!" Twilight shouted, gasping for air and staggering as she was hit by the aftershocks of using so much of her magic at once.

Ignoring Twilight, Fluttershy turned the other way, finding herself face to face with a very irate manticore. One of its paws was already raised high in the air, its sharp claws ready to slice her into red ribbons.

"Show me your paw." Fluttershy calmly commanded, voice firm and authoritative.

Desperate to do something before her childhood friend could get diced right in front of her, Rainbow Dash lept back up, spreading her wings as she prepared to dash in and tackle Fluttershy out of the way before it was too late. But then, to her and everypony else's amazement, the Manticore didn't attack. Though with a bit of hesitation, it instead slowly lowered its paw back down before turning it over and presenting it to Fluttershy. This revealed a massive thorn, lodged deep inside the sensitive tissue. The manticore almost seemed frightened of it, nearly coming to tears as it let out a whimper.

"Now, now, it's alright." Fluttershy cooed, cupping the manticore's giant paw with her comparatively tiny hands. "Now, this is going to hurt for just a moment, but I promise, you will feel a whole lot better after,"

With a surprising burst of speed, the yellow mare grabbed the huge thorn and swiftly yanked it out of the manticore's paw, causing the beast to howl and roar in pain. Again, its claws were bared, but just as it seemed like he would kill her out of anger, Fluttershy was instead swept her off her feet and pulled in for a very grateful bear hug. Fluttershy couldn't help but compared it to that of a certain grizzly back home.

Wearing a happy smile, the manticore snuggled Fluttershy tightly up against its chest, starting to purr as it licked her mane in gratitude. Fluttershy giggled from the strange but welcome feeling as the others stood there with utterly dumbfounded expressions.

"Aww, you're just a big kitty cat aren't you?" Fluttershy cooed, stroking the beast's fuzzy chest.

"H-how did you...?" Twilight stammered, practically speechless.

"Sometimes, all you need is to show a little kindness~," Fluttershy said, doing her best to try and return the manticore's overwhelming embrace. "You girls go on ahead, I'll catch up after I make sure this precious little kitty is alright."

Giving each other unsure looks, Twilight and the others slowly made their way around the 'little kitty', making sure to give it a wide birth before they continuing down the pathway. Twilight glanced back as they walked, watching as the shy and seemingly harmless pegasus had somehow managed to befriend one of the most fearsome beasts that were supposed to terrorize the Everfree Forest. All with an act of... kindness...

Come on now!

Spike strained against his invisible bonds, but so far, he'd failed to make any meaningful progress toward freeing himself. Whatever spell Nightmare Moon had cast over him made it feel like several cold chains had been wrapped tightly around his entire body, and the more he struggled, the tighter they seemed to get. He had been trying for what felt like an hour at least but had nothing so far to show for it.

Then suddenly, he had an idea. It probably wouldn't work, but at this point, he was willing to try just about anything. Doing his best to angle his head downwards, he took in a deep breath through his nostrils, filling his lungs with air. A familiar heat started to rapidly build up inside him. Then all at once, he released a huge plume of green flames from his nose which washed down over his body. The flames licked hungrily at his scales but he only felt a slight warmth thanks to his natural resistance. Still, Spike couldn't shake the fear that he might somehow set himself on fire.

At first, nothing seemed to happen, but then to his surprise, the magic bonds around his body started to loosen. It felt as though the oppressive magic was literally melting right off of him. It was only a few moments before he was able to get up from the slightly scorched throne.

'Huh, I didn't expect that to work anywhere near as well as it did.' He thought, feeling a little proud of himself.

After making sure he was completely free, Spike decided to try and find out exactly where he was. Walking over to one of the many windows, he peered outside. Just as he had suspected, he was up in the castle they had been searching for. The deteriorated structure stood just behind a long and curving ravine, with a mostly broken rope bridge being the only visible way across as far as he could see.

He was also able to spot the tower that they'd seen from a hill before being taken, though most of the castle around it was in ruin. Large holes looked to have been punched through the stone walls at various points and many forms of plant life had long since overrun a majority of the structure. Twilight had said the Elements Of Harmony were supposed to be here too, right? Though, if Nightmare Moon already knew about them, they might already be too late...

Unless he were to suddenly sprout wings, he wouldn't be able to leave the castle grounds either. The bridge across the ravine looked like it was at the brink of collapse and the gap was far too wide for him to try and jump across. While Spike couldn't see to the bottom of the ravine from here, he could guess that it probably went down pretty far.

'Well, I guess I'm not getting out of here anytime soon. I suppose I should try looking for the Elements if nothing else. Assuming Nightmare Moon hasn't already destroyed them, they could still be hidden around here somewhere.'

At the very least, he didn't want to still be here when Nightmare Moon returned. He had a feeling she wouldn't be pleased to find him unrestrained. Turning to towards the staircase, he hastily made his way out...

"Look, I know you really want me to stay, but I need to catch up with my friends. They might need my help!" Fluttershy tried to explain.

The manticore was very sad to have to let her go, his ears and wings drooping down towards the ground. The look sent daggers through Fluttershy's heart as she felt sorry for it. She could only imagine how lonely it must be living in a place like this...

"I know you want to come with me, but It's just too dangerous. You need to get back home and give that wound some time to heal before it can get infected." She consoled, stroking the manticore's fuzzy mane.

Fluttershy had no idea manticores were capable of being this affectionate. She regretted previously seeing them as just another monster that lived in the Everfree Forest. This kitten was no more a monster than Barry. Then she had an idea.

'Well... I suppose I could...'

Fluttershy bit her lip anxiously, taking a quick glance over her shoulder to make sure that none of the others were looking. They were a pretty good distance up the path now, though she had occasionally seen Rainbow Dash checking to make sure the manticore hadn't decided to eat her or something.

"Well... I suppose if you want to really t-thank me... maybe you could come to visit me at my cottage sometime?" She suggested, laying her hand flat up against the manticore's muscular chest.

The manticore seems to perk up at the idea and finally put her back down on the ground, allowing Fluttershy to start straightening out her mane.

"T-thank you. As I said, I really hope to see you again real soon..." Fluttershy said, waving to him before turning to catch up with the others. As she walked away, Fluttershy heard the manticore sigh sadly behind her.

Looking up ahead one last time to make sure none of the others were watching, she slowly lifted the backside of her hoodie, revealing her plump yellow ass cheeks. Pulling up a little bit more, she showed off both cutie marks on each of her round and plump hips as well as the thin thong she'd put on before the celebration.

At Pinkie's party, one of the stallions she'd talked to claimed to know that dragons had a thing for mares in thongs. She wasn't too sure whether or not to believe him, but... she did already own a few pairs.

Letting go, she raised her tail up to hold the rear of the hoodie so that the manticore could still see her exposed butt. Fluttershy saw the manticore's wings twitch as it stared down at her inviting cheeks. Meanwhile, another appendage had just started stirring from between its back legs. Fluttershy blushed hotly as she watched it grow.

'O-oh my, he's even b-bigger than Barry...' She thought, having a feeling that her little sneak peek would definitely have the manticore visiting her cottage soon. 'I hope, he doesn't get jealous...'

Twilight turned back just in time to see Fluttershy finally racing to catch up with them. She was blushing pretty hard, though that was probably just because she was embarrassed about taking so long. Hopefully, she was successful in convincing the manticore to leave them alone.

Twilight couldn't help but be impressed though. The shy pegasus was the last mare she expected to confront and tame a wild beast like that. And now, thanks to the trail Applejack found, they would hopefully reach the castle soon. She had already spotted the tip of the same tower over some trees. However, they would need to pass through one of the more dense and dark sections of the forest now, including a river that ran right through it.

'Please, please just have a bridge...'

Author's Notes:

Fun Fact Of The Chapter: College textbooks are very expensive.

A bit shorter of a chapter than I'd like but my math professor really likes assigning a lot of daily homework.