Tree Leaf looked around. “So… what do we do first?”

Masky looked up. “Well, that dark, shadowy castle would be the obvious place to start, but I doubt it’s going to be that simple.”

As if in response to that statement they heard a scream of terror in the distance. That got all of them moving.

They came across several ponies seemingly passed out on the ground. They didn’t look injured, but their eyes were blank and unfocused.

“What happened?” asked Peppermint.

Pound got a curious look on his face. “I know this mare,” he said, pointing to one of them. “I think her name is Carrot Top. What’s odd is that she’s missing her cutie mark.”

Flurry looked around at the other ponies on the ground. “All of them are missing a cutie mark.”

There was another scream, and Pound and Pumpkin both gasped as a creature came into sight, walking away from them. “Tirek!” they called out in shock.

“Tirek?” asked Masky.

“He’s a creature that Twilight and her friends defeated,” said Pumpkin. “He has the power to absorb all of a pony’s magic.”

Peppermint’s eyes widened. “That’s horrible. So that’s also why their cutie marks disappeared?”

Pound nodded. “The stronger the pony the more powerful he gets if he captures them. However, he can’t absorb the magic of someone stronger than him, so Flurry should be safe. He’s not nearly as big as he was when Twilight fought him.”

“How do you know that?” asked Tree Leaf.

“When we got to borrow Discord’s power for a little while we went through Twilight’s memories to put on a joke history play. At his weakest he was only about as big as an adult pony, but once he got a hold of alicorn magic he was like twenty feet tall.”

“So we better fight him now while he’s still kinda weak,” said Masky.

Flurry nodded. “I guess this is the first ‘level’ of this game.”

“Sheesh,” said Pumpkin. “Starting us right off with a crazy boss like this. Couldn’t we get a warm-up first?”

Tree Leaf began laughing. He knew they were in a precarious position, but he had seen so much cool magic that he couldn’t help but feel excitement at getting to try some of it out himself. He turned himself into a dragon like before. “Let’s do it!”

He unfurled his wings and took off towards the monster.

As Tirek reached for another pony to drain their magic he let out a cry of surprise as he was suddenly rammed hard in the back, sending him flying.

“Who dares?” he said angrily as he rose and turned around. His anger turned to confusion as he saw a group of children standing before him. “Is this supposed to be humorous?”

Pound and Pumpkin lifted their hooves, putting one up towards him, and putting their other together. Out of their hooves came a large stream of lightning.

Tirek was knocked back a few feet, before he simply opened his mouth and began absorbing the magic they were throwing at him.

That quickly made them stop.

Tirek increased in size a few inches. “Hmph. Little children trying to fight me?” He shook his head. “Foolish.” He began charging at them. “At least you’ll make a good appetizer!”

He slammed his fist down as the group scattered. Peppermint stretched her body, headbutting him and knocking him off balance. Tirek grabbed for her, but Masky pushed her out of the way.

Tirek reared back, slamming his legs down upon him.

Pound let out a yell.

“Oops,” said Tirek. “I guess I won’t be absorbing your magic, then.”

Pumpkin bit her hoof. “No!”

Peppermint let out a quiet sob. He had sacrificed himself for her.

Tirek turned to them. “I’ll be sure not to make the same mistake on you. "

Flurry glared at him, but then all of the children were gaping as a shadow on the ground in the shape of a pony began moving toward all of them. When it reached their group Masky slowly came out of it.

“Masky!” Peppermint said happily.

“How’d you do that?” asked Tree Leaf.

“Mayhem told me that I had power over shadows, remember? I wasn’t quite sure what that meant at first, but good thing I figured it out.”

Tirek frowned. “What an odd group of kids.” He shrugged, then grinned again. “Oh, well. Once I absorb your magic I won’t have to worry about your weird abilities.”

He ripped a large piece of a roof off a nearby house, throwing it at them.

Flurry got into protective mode, creating a shield and extending her wings to wrap them around the group.

The roof broke harmlessly around her shield.

“Hmmm?” That certainly got Tirek’s attention. “A fifth one? There’s a fifth alicorn now? Unbelievable.” He began laughing. “Well, maybe I was wrong. Maybe one of you will make for a main course after all.”

“Not likely!” said Masky. “You’re not touching our friend!”

Tree Leaf turned towards the twins. “You two, shoot some magic at him and get his attention. I’ll take care of this.”

“Tree Leaf,” Flurry started worriedly, but the colt only smiled at her.

“You get it, don’t you, Flurry? We’re protecting you, not because you’re an alicorn, but because you’re our friend.”

Flurry smiled, nodding. “Right.”

Pound and Pumpkin both shot fire toward Tirek, this time without touching hooves.

Tirek gave a bored sigh as the small plume of flame reached him. “You call these flames? They’re barely even worth absorbing.”

They touched hooves now, and the power of the flames increased exponentially.

As the larger stream came toward him Tirek was grinning again. “That’s more like it. I’ll just absorb that.”

Peppermints bottom half was still on the ground, but her top half was stretched out massively behind them several hundred feet, Tree Leaf wrapped around one of her legs.

She stopped resisting, and with a twanging sound the pair were launched like an arrow, slamming full force into Tirek and sending him flying into a house, crumbling it to ruin.

Flurry laughed. “Oh, wow. That was awesome, you guys.”

Peppermint and Tree Leaf grinned before bowing.

With a scream of fury and an explosion of power the house exploded around Tirek, all amusement gone from his features.

“Oops,” said Tree Leaf. “That made him mad.”

“Enough!" yelled Tirek. "I will not be humiliated by a bunch of children.”

He shifted into a dragon again. “Come on, then! I’m bigger than you.”

Tirek slowly moved to the left, Tree Leaf following his lead. He lowered his head and charged, the colt doing the same.

As they were about to collide Tirek dodged to the side, keeping his momentum.

Peppermint gasped as she was suddenly face to face with the evil centaur.

Tirek smirked as he grabbed the filly in one of his arms. “Got you! All I had to do was get your transforming friend into alignment with another one of you.”

“Shoot!” said Masky.

Peppermint extended her body, trying to get out of his grip, but no matter how much she stretched she couldn’t escape.

Tirek opened his mouth, and the other five gasped as he absorbed her magic. Her body snapped back to its regular size as Peppermint went immobile in his grip, her eyes faded out.

“No! He got her!” said Pumpkin.

Flurry frowned, her eyes narrowing. She floated in the air, a sphere of magic surrounding her as her wings unfurled to their full length. “Give her back!”

Tirek shrugged. “She’s no use to me anymore now that I have her magic... but she’s someone you care about, isn’t she?” The area between his horns glowed brightly. “I want your magic, young alicorn, or I’m gonna destroy what’s left of this empty husk.”

Peppermint spoke, her voice barely audible. “You can’t. You have to run away. Don’t worry about me.”

Flurry closed her eyes for a few moments as she landed back on the ground, her horn no longer glowing. There was no choice to make. She knew her aunt, and she knew her parents. She was certain they would do the same in this situation. “I’ll give you my magic, if you leave my friends alone.”

“Sure thing. Your friend was barely worth the effort to absorb her magic. You’re the only one I’m truly interested in.”

Pound whispered, “We can’t let him have Flurry. If he gets her magic none of us will have a chance."

“We can’t let him hurt Peppermint!” Flurry said back. “I don’t care what the risks are.”

“I have a plan, so listen up.” He spoke quickly, knowing they didn't have much time.

Pumpkin got a hurt look on her face. “Pound, you can’t do that. If you do then you’re gonna…”

Pound smiled. “You know you can’t talk me out of it, Pumpkin. If you know me at all then you know I’ll always do whatever it takes to protect those I love.”

Pumpkin let out a heavy breath, turning away as a tear came down her eye. “Yes… I do know that.”

Tirek’s smug expression vanished. “What’s the holdup over there? I’m losing my patience!”

Peppermint let out a cry of pain as Tirek squeezed her in his palm.

“FINE!” Pound shouted, taking to the air and laughing up a storm, Tirek looking up at him. “Flurry will never surrender to you, because I’M going to take you down right here and now!”

Tirek just looked at Pound flatly as he approached, a bored expression on his face.

As Pound got within a few feet of him Tirek opened his mouth and absorbed his magic, sending the colt falling to the ground.

Tirek picked him up. “Now I’ve got two of your friends, alicorn. Any more stalling and I’ll destroy them both.”

Flurry bowed her head submissively. “Please… just don’t hurt them.” She started walking toward him.

Tirek was grinning again. “That’s better.”

When Flurry was in front of him Tirek opened his mouth and absorbed her magic, glee on his face.

As the alicorn collapsed to the ground Tirek looked toward the sky as he waited for the expected growth. A few seconds later he was frowning again. He had just drained an alicorn, and she was barely worth more than her two friends. He had really expected more.

He dropped Pound and Peppermint, bored now. What a waste of his time.

Behind some debris came an explosion of magic, making the ground shake.

Tirek got a look of delight on his features. Was it one of the princesses? His expression changed to confusion as Flurry Heart appeared, floating in the air, rage on her face. “What? The alicorn? But that’s impossible.” He looked down and saw that all three of the children were no longer there. He quickly looked around, spotting them near Pumpkin, seemingly being dragged along the ground toward her.

“The shadow brat!” Tirek said angrily. He noticed that Flurry was no longer on the ground. The third child was now Tree Leaf.

Tirek let out a yell. It was no wonder he had gotten so little magic out of Flurry. The transforming child had taken her place. How were they so good?

Tirek began laughing, before clapping. “Well, well, well. Not bad, kids. Sacrificing your friends to protect yourself? What a sad excuse for a princess.”

The aura around Flurry grew larger. “My friends are no longer in your grip. Now I don’t have to hold back.”

She disappeared, reappearing right in front of Tirek, blasting him point blank in the stomach with all the power she could muster.

Tirek tried to absorb her spell, but it was too much for him at his current size. He let out a long yell as Flurry’s spell fried him to ash.

Pound, Peppermint, and Tree Leaf all felt strength returning to them, and stood up.

Flurry was panting, and gave her friends a tired smile. “Pound, your plan was brilliant.” Her smile faded. “I’m just sorry you had to get hurt for it to work. You too, Tree Leaf.”

The two of them hugged her. “Don’t worry about it,” said Tree Leaf.

Pound nodded. “That’s right, Flurry. The reason the plan worked is that we trusted each other. I truly believed that you would save us, which is why I wasn’t afraid to throw myself at Tirek for you.”

Flurry got her smile back. “Thank you, Pound.”

“You’re welcome.”

They all heard laughter nearby, and turned to see Mayhem, a mile-wide smile on his face. “Ooooh! That was awesome! I really thought you guys were finished when he got Flurry’s magic, then it turned out to just be a disguised Tree Leaf. Then Flurry just went and wiped him out.”

The little draconequus was shivering in excitement. “This is it! This is the thrill that’s been missing in my life! Such magnificent chaos. I don’t know if I’ve ever had such fun!”

He began hopping up and down, clapping and letting out giddy laughter. “Fun! Fun! Fun!”

Peppermint looked towards Masky, thinking that his plan was working. Before Mayhem’s actions had been sadistic, pretending to kill their family. His laughter had been cruel, reveling in his malevolence. Now he sounded more like their old friend.

If they just kept entertaining him he would surely stop his bad actions and release them.

Mayhem floated in the air a few feet. “This is a real blast, but I think it’s time to up the difficultly level. I’m not satisfied yet.”

“Bring it on!” said Flurry. Just like Peppermint she could see that playing along with his game was getting him to come around.

“That’s right!” said Pound, putting a hoof around his sister. “So long as we’re together we can overcome anything you throw at us.”

Pumpkin grinned.

“Friends, huh?” He began walking in the air toward them. “And just what is it that makes you friends, hmm?”

“Are you trying to suggest we’re not actually friends?” asked Masky.

Mayhem stopped. “Oh, not at all. I’m well aware that you six are friends. However, I’m asking you what makes it so.

“It seems a pretty simple answer. Simply a combination of time and memories.”

“What’s your point?” asked Flurry.

“It’s impossible for you to defeat me. That much I think we can all agree on. However…” Mayhem looked up thoughtfully. “It was impossible for Discord to lose to Twilight and her friends, and yet he did. Even though he corrupted all of them and turned them against their true selves, in the end their friendship still managed to overcome him and turn him back to stone.

“And all it took was Twilight being reminded of her past with them to pull her back to herself. Then she went and did the same for the others.”

Mayhem looked down at them now, slowly weaving back and forth. “I’m not going to make the same mistake as Daddy did. I’m not going to let you do the impossible. I’m going to utterly crush your friendship so that you can’t use its power against me.”

Tree Leaf frowned. “And how are you going to do that? Even if you separate us, or turn us against each other, our friendship will endure.”

Mayhem laughed, and Peppermint felt her heart rate start going up. His laughter was again dripping with malice. She gulped, wondering what he had planned.

Mayhem shrugged, shaking his head. “Pay attention, would you? I didn’t ask my question before for no reason. In order to defeat your friendship all I have to do is ensure that you’re not friends.

“But how, you ask?” He smirked widely. “By striking at the root of it.” He lifted his arms, and several rectangles appeared, showing scenes of the twins with Masky, Tree Leaf, and Peppermint, as well as scenes from their birthday party.

“If friendship is the result of time and happy memories shared together then all I have to do is get rid of those memories entirely.”

They gaped at him.

Mayhem’s eyes slowly narrowed with a perverse pleasure. “Without those memories and experiences there is no friendship, and with no friendship there is no unity. How much of a fight can you really put up when your sense of teamwork is destroyed?

“Now all of you will become strangers to each other once again.”

All of them looked at him with horror.

“Y-you can’t!” Tree Leaf cried out. “You can’t do that!”

He lifted his arm, laughing. “Oh, boy! This is so much fun! I should have done this ages ago.

"Who cares about the boring old rules? I'm going to do whatever I want!” He put his claw into a snapping position.

“Stop it!” Pumpkin begged.

“Mayhem, don’t!” said Pound, trembling.

“Please… please stop!” Flurry called out, not wanting to go back to that cold, lonely place.

Mayhem was unmoved. With a gleeful laugh he said, “Say goodbye to the last year of your lives.”

The sound of the snap seemed to echo out across the world as the six children’s faces went blank.

Author's Notes:

Well, there goes years of character development down the drain. Thanks, Mayhem.

Without their memories of their friendship is there any way our heroes can prevail?