Two blurs streaked across the night sky silently. Gilda the griffon kept her sharp eyes on the look out for any landmarks, even the darkness failing to hide them from her sight. Rainbow kept up behind her, the ease she seemed to do it with impressed the young griffon. While the mercenary wasn't the fastest around, few griffons could keep up with her. Yet, this pony was making it look like a light trot through an open field.

The forest had given away below them a while ago and now they were almost to Cadence. Even in the darkness she could occasionally make out signs of the passing army. Worse yet, she should have been able to see lights from Cadence by now. She hoped for Dash's sake that the city was just lying low or had been caught unprepared by the night. They'd be there in a few minutes and she could hear her comrade's wings flapping more wildly the longer they traveled.

She saw it first, her eyes having been trained to see in such dark conditions. The city had been demolished. The walls had been knocked down and destroyed, buildings had crumbled, and the entire area had been flattened. The only thing that truly remained of the city was the wall, which had two large gaping holes on opposite ends.

“We... we were to late,” Rainbow said as they drifted to look down at the stone and dirt that once made up the proud city. “Every pony... every pony is dead. Who could do this? What could do this?” She struggled to hold her tears back as moisture filled her eyes.

“Relax. No pony is dead. At least I don't think. Look,” Gilda said as she motioned to the wreckage.

“What? It's destroyed, flattened. All of it. How could any pony survive it?”

“Destroyed and flattened, yes. Do you see any bodies? Is everything soaked?” the griffon said as she took out one of her glow sticks and tossed it to a nearby pile or rubble. “Not even spikes of earth anywhere. This city wasn't the kind of place you could just slaughter, I don't care how big a force you had. They retreated.”

“Retreated? Why would they do that?” Rainbow asked as she glided down to the glow stick and picked it up in her mouth to begin her search. There wasn't any sign of actual fighting, just destruction.

“I don't know,” Gilda said as she landed by the pegasus. “Whatever was on the way here must have been terrifying to send an entire city packing. I figured it was the Water Nation at first, but there isn't a drop of water anywhere. If it had been them there should at least be water and ice everywhere. Probably the Air Nomads.”

“WHAT?!” Rainbow yelled as she turned on the griffon. “The Air Nomads would never attack the Earth Kingdom! This is obviously the work of the Water Nation. They probably developed a new weapon or something.” Slowly her eyes glanced up to look at the moonless sky. “You don't think they developed a way to turn the moon into a weapon, do you?”

“That would explain why the place looked so flattened. I always thought the moon was bigger though, at least the size of ten cities,” Gilda said knowingly. “Never heard of anyone flying up high enough to find out. I guess it's possible they used it to crush the city.”

“Exactly. They used the moon to crush the city and that's why every pony ran. It was probably really slow so they had plenty of time to escape. That also explains the lack of water everywhere,” Rainbow said proudly as she flew back to the top of the wall and sat down. “Wow, the stone's still hot, I guess all that sun made it toasty. Every pony is still okay so that's good... I guess now we just wait. I doubt Twilight could miss the moon crushing an entire city,” she mumbled as she laid down on her back.

------

Twilight slowly limped through the woods, supported heavily against Pinkie's side. Firetail, a red tailed yellow unicorn, was ahead of the group and leading them cautiously through the dangerous woods. They had come across a small group of grass hoppers, but a small fireball quickly scattered the dangerous insects. They were now almost completely free from the forest, just a few more yards and they would be out and into the wide open world beyond.

As they finally exited the woods their guide stopped and backed away. “I'm sorry, but this is as far as I go. I don't know anything outside these woods,” he said softly. “I'll wait here until the sun begins to set next. If you haven't returned by then I am sorry, but I'll send someone else to check for you each time the sun rises. So please hurry.”

“Of course. We'll be as fast as we can, so please wait for us,” Twilight said as the small group started walking. She lit a small flame from her horn to light the road as they began the trip back to Cadence.

The trip was slow but uneventful, though they began to notice things as they walked. “Look at the size of this imprint. Wow,” Pinkie said as she jumped into a large claw shaped hole in the ground. Twilight fell over as her support suddenly disappeared.

“Pinkie, that hurt,” the alicorn said with a groan as she slowly got to her hooves. She held the flame over the hole and stared into it. It was far bigger than any pony, a few feet deep, with points a few feet from the end of the hole. “Whatever made this must be huge.” An unsettling thought took place in her head. “It's heading in the direction of Cadence! We need to hurry!” she said as she began to quicken her pace as best she could, her friends moving to help support her.

After what felt like hours the three ponies arrived at the broken walls of the city. Pinkie didn't even make any jokes as they slipped in through one of the gaping holes. “This isn't fair. The city was still supposed to be standing...” she grumbled as they looked at the rumble.

“Pinkie, what are you talking about? You didn't know this was going to happen, did you?” Twilight stared at her friend uneasily.

“Huh? No! Well, yes. But, not like this. It was, they were all supposed to be captured and then you fight them but that was supposed to be when you needed an earth bending teacher, not now. This is cheating,” Pinkie said with a nod.

Twilight stared at her pink friend for a few moments with a confused look before shaking her head. “Sometimes I wonder if we'd even be able to tell if you went crazy...” she mumbled. A sudden fluttering sound brought her attention to the right, but she was too slow as the thing hit her. She let out a shriek as she flailed about, but stopped when she realized it was hugging her. “Rainbow?!”

“What took you guys so long! I've been waiting out here for days, heh,” she lied.

“We thought we lost you in the woods! You found your way out? How? When? I tried following you but...” Twilight trailed off sullenly.

“You think a couple of magic trees can hold me back?” the pegasus said as she pulled back and posed dramatically. “I'm Rainbow Dash! I laugh in the face of danger!”

The reunion was ended suddenly by a loud 'ahem' from behind Rainbow. Gilda slowly stepped out from the shadows. “Long time no see, Avatar. We've got something to settle.”

“You!” Twilight gasped as the flame from her horn expanded. She backed up and spread out her wings, which had grown about an inch since their last encounter. “How did you get out? Did you follow Rainbow?”

“Uh... Yeah. About that,” Rainbow said nervously as she looked to the side. “We kind of... worked together to get out. I kinda told her that I wouldn't interfere when she tried to... it was a promise and...” she couldn't even look her friends in the face as she said those words, shifting nervously from hoof to hoof.

“Why would you promise her that? She's evil!” Twilight yelled as she pointed an accusing hoof at the griffon.

“I'm just doing my job kid. How about we get this over with, just me and you,” Gilda said as she slowly drew a blade with her right talon.

“Fine. Pinkie, Fluttershy, stay back. This will only take a moment,” Twilight ordered as her horn lit on fire. The two slowly began to circle each other, waiting for a moment to strike.

Gilda struck first, charging forward with the blade held horizontally. Twilight moved to the right and cleared the blade's trajectory as she shot a ball of flame at the griffon. The knife wielding fighter ducked under the fire ball and jumped forward. Her left talon grabbed the alicorn's leg as her right drove the blade up at the avatar's side.

“Twilight!” Rainbow yelled.

The griffon froze, knife poised a few inches from the alicorn's withers. The purple mare didn't hesitate, pulling back as she flapped her wings as hard as she could and focused the air, sending Gilda flying backwards. The avatar then began to gather a small orb of flame around her horn before sending it hurtling at the griffon.

Gilda easily side stepped the ball, but was caught unaware as the orb exploded and bathed her in flames. She screamed as the smell of burnt feathers filled the air and she was lost in the smoke and dirt caused by the explosion.

“It's done,” Twilight said softly as she looked away from the damage.

“Gilda...” Rainbow said weakly as she walked towards the aftermath. She jumped back as a knife suddenly came flying out and lodged into Twilight's side.

“Ahhhh!” the alicorn screamed as she slowly removed the blade with her magic, blood drippling from the wound.

Gilda barreled out of the smoke. Her feathers charred and skin burnt, she slammed into Twilight. Two more blades were drawn and put to the alicorn's throat. “You lose, Avatar. You're coming with me,” the griffon coughed out.

“Not a chance. There are ponies who still need me,” Twilight said defiantly as she watched the blades.

“Gilda, please,” Rainbow pleaded softly. “Don't do this. Lots of people still need the avatar. The world still does. Can't you take me instead?”

“... Don't be daft. If I could take you instead I would have- YOWCH!” Gilda shrieked and jumped into the air, her tail feathers enveloped in green flame.

The four ponies stopped and stared at Spike, their mouths hanging open. “What? Maybe if you guys stopped ignoring me you wouldn't be so surprised when I do st-” he squeaked and fell back as a knife embedded itself near his feet.

Gilda drew yet another blade as she stared down the alicorn. She took another step back but froze as Rainbow stepped between them.

“Enough!” the pegasus yelled, turning to Gilda. “I'm sorry, but I have to interfere.”

“You gave your word,” the griffon hissed.

“This is more important! I can't just stand by while you two fight. Gilda, you're my friend! After the time we spent in those woods I don't want to see you hurt,” Rainbow said firmly as she stomped a hoof down. “Twilight's my friend too and I don't want to see her captured. I don't want anything bad to happen to either of you. So I'm ending this fight right here, right now. If either of you want to still fight, you'll have to go through me.”

Twilight coughed and looked off to the side. “Well, she started it,” she grumbled.

“Rainbow, get out of the way,” Gilda said as she raised a blade in warning. “I won't hesitate to cut through you to get to her.”

“I don't care. If you want her, you'll have to go through me,” Rainbow said with a stomp of her hooves.

“Fine!” Gilda said as she charged forward.

As the blades came at the pegasus the mare closed her eyes but refused to move. After a few seconds, nothing hit her and she slowly opened her eyes to see the griffon pulling away. “Fine, you win. Avatar, I'll give you a little bit of a head start. There isn't a time limit on this job after all. Next time I'll get you alone and you'll be mine,” with those words the griffon took off, leaving a trail of charred feathers in her wake.

“That was an... experience. I think you have a lot to tell us about, Rainbow.” Twilight limped to one of the nearby rocks as Fluttershy moved over to tend to the wound. “We have a lot to tell you too.”

The night went quickly as the friends talked, telling each other of their adventures and dangers they faced while separated. They managed to scrounge up a few muffins from a crushed wagon and talked until the sun slowly began to rise from the hills. Plans were formed and goals were set. Until finally the group laid down to get some sleep again. They set off as a full group once again first towards the Everfree forest and then in pursuit of the thing that destroyed Cadence.

------

Celestia watched the earth ponies and unicorns silently, not letting even a single drop of her pity spill through. Ponies were trapped on the ground pulling the very cages that were their homes when they weren't traveling, some of which held pegasi with bound wings. Three airships made up the fleet that slowly plowed its way through Earth Kingdom and Air Nomad lands, like a pair of scissors slowly shearing through fabric. The force was small, led by Trixie and composed by all those she had 'drafted' into her services.

Of course, Celestia was given an honored position, front line seats to the general's triumph. In a few days they would finish plowing through villages and arrive at the base of Cloudsdale. Already those they had captured measured in the dozens, every village they came across was razed to the ground as those who were ground bound were quickly captured and tossed into cages. Those who were fortunate enough to be able to fly were forced to run for the sanctuary of Cloudsdale or be rounded up by the Shadowbolts.

“It's beautiful, isn't it?” a voice said from behind the white unicorn. The Great and Powerful Trixie slowly swaggered up besides her guest. “Soon we will join up with the main fleet and then Cloudsdale will finally fall before my hooves. I will have accomplished in a few days what the great Nightmare Moon has been trying to do for years.” She let out a boisterous laugh before turning to her guest. “Shouldn't you be happy? I remember you yourself failed to take Cloudsdale. I'm only finishing your once great work.”

“I am thinking of my niece. Leaving her like that was... uncalled for,” Celestia said a tad bitterly. When the Tsunami had first descended on their ship Trixie had made a great show of how she needed every pony for this mission. She had taken both Rarity's ship and another ship that had been gathering supplies. However when it came to set out Trixie had informed the fallen princess that there would be no need for her services and left her back on the docks.

“Had she been here she would have only gotten in the way. Enjoy yourself! Soon all of the air benders will be accounted for and stripped of their wings,” Trixie boasted. “The Water Nation will be seen as the strongest force in all the world. All that will stand against us will be the Earth Kingdom and even they have failed to stand against my magic.”

“Yes. Your magic. It is quite an interesting spell you have created. As a matter of fact it seems quite similar to the one my dear brother-in-law had been devising, before his...” Celestia trailed off.

“Oh? What exactly are you implying?” the blue mare questioned, a dangerous glint in her eye.

“Nothing. I'm just noticing the similarities.”

“If you remember correctly his spells failed. Where as mine has succeeded spectacularly as the hordes of prisoners below will attest,” the general said as she motioned with her hoof. “Do you honestly believe I would use somepony elses second hoof spells?”

“Oh, I wouldn't begin to question what you would use,” Celestia said with a small smile before she got to her hooves and walked into the massive ship. Trixie waited behind to gaze over the world in triumph.

The radiant white unicorn walked through the bowels of the ship before finally stopping in front of a single unicorn guard who was guarding the kitchen. “How are you enjoying yourself, soldier?”

“This uniform is tight and sweaty and they are not nearly as nice as the ones I had custom tailored for all the soldiers on MY ship,” Rarity complained from behind the helmet. “Not to mention that Snails keeps making doe eyes at me,” She growled, “Wasn't it bad enough we have to be so close to that blue coated wind bag, but we had to miss out on any news from the griffon on top of it?”

“Well you can't expect a stolen uniform to fit perfectly like one hoof stitched by the captain. It's not like we had much choice either if we are to succeed. Did you find it?”

“Not yet, but I stole the key to her chambers from Snails,” Rarity mumbled. “I'll try to sneak in and find it the next time she does that spell. I still don't think this is worth the trouble.”

“It is and oh so much more. The magics your father toyed with were not meant for any pony, aside from the avatar, to meddle with. If Trixie keeps using them she may doom us and all of the Water Nation in the process. For now you must be strong.” Celestia began to walk again as another soldier came around the corner.

Rarity inwardly groaned when she realized it was Snails. He swaggered towards her with the poise of one who didn't comprehend how to correctly swagger, his tail swaying wildly as he wiggled his butt in a manner she imagined he thought inspired confidence. She kept expecting his flank to hit the wall. She stood at attention as he walked by and then groaned when he stopped just past her.

“W-well hi again, miss Bronzeshine,” he said nervously. “Sure is marvelous weather we're having.”

“How can you tell, sir? What with the sun gone and it being so dark?”

“I... Err well, I mean. I just meant since, ummm... M-maybe y-you'd like to come with me on deck later? See the stars?” as he spoke all his swagger evaporated, replaced with shy desperation.

“No thank you sir, I've seen plenty of stars before,” she said as she kept her gaze forward and took careful precautions to not look him in the eyes. “I still have a few hours left on shift as it is.”

“W-well, I could get you off shift! I mean, I'm one of the higher ups on the ship, a-and I thought, errr maybe you'd like to ummm...” She couldn't help but pity the floundering stallion, he reminded her of a beached fish.

“I'm afraid I cannot. I don't shirk my duties, sir,” Rarity said stoically as she tried desperately to avoid the unicorn's gaze.

“Oh... maybe after then?” His eyes lowered such that it made her feel unusually cruel, as if she was kicking a puppy. A three legged puppy. With burnt paws.

“I'll think about it sir. I really am quite busy though.”

“I-I see... okay...” He walked away, his head hanging like a rag.

------

Twilight looked on with horror. The sun had risen ages ago and they had long since told Firetail where they were headed. They had traveled almost an entire day before they saw the next village on their path. The ground was destroyed, fields had been looted or crushed and buildings were nothing more than a few squashed ruins. Again there were no bodies, but that still didn't lighten the mood as they walked through the destroyed village.

“Whatever did this is huge. Took an entire village out and look at all these hoof prints,” Spike said as he motioned out of the village. “At least it won't be hard to follow. Look at these wheel marks.”

“I guess it's possible that they are using the moon as a weapon. But I think we'd have seen it, especially if it happened at night. The moon glows pretty brightly,” Twilight said as she looked at the wreckage. “But... I think these are claw marks...”

“Really big timber wolves?” Rainbow asked.

“No. Bigger than one of those could get I think. Much, much bigger. I've never seen anything with such destructive power aside from maybe...” her eyes bulged as she looked at the marks again. “A dragon. A fully grown dragon. That must be what's doing this. You don't think the great dragon is behind this?”

“Impossible!” Spike objected. “If he was behind this there wouldn't be anything left. He'd have burned all of it to a cinder. Trust me.”

“Well I don't know what else would have such large claws. We need to keep going. If the Water Nation is behind something like this it could spell disaster for all the other countries. We can head to Cloudsdale to learn about air bending after,” Twilight said firmly as they began walking through the hoof prints left behind.

“I think we might be heading to Cloudsdale or at least air country. The border is in this direction. I could always scout ahead,” Rainbow offered.

“NO!” Twilight shrieked. “Stay with us, don't go off alone. Remember what happened last time we separated?”

“We aren't in the Everfree forest anymore. Besides, I was fine.”

“No. Let's just go as a team like we're supposed too,” Twilight said firmly. She stomped her hooves as she went.

“It was just a suggestion, no need to get so excited. How you feeling?” Rainbow asked as she walked up besides her friend. “Still feeling tired?”

“A little, but I'll be fine. Most of the pain is gone and I don't feel as tired. I'll rest once we get a chance to see what we're up against.”

“Who knows how long that could take? If you need us to, we can probably carry you,” Rainbow offered helpfully.

“I'm tired, not crippled. There is no need to go to such extremes,” Twilight grumbled and kept walking forward, despite her friends suggestions. She didn't want to think of what that thing could be doing and how many ponies desperately needed her help.

------

Trixie was giddy as she resisted the urge to dance at her triumph. She'd done it! She really had! The spell book had been easy to follow and finding what she needed in that world was easy as pie. It was a shame that Nightmare Moon's husband had such a weak will, perhaps if he hadn't his plans would have succeeded.

Her plans were coming to fruition perfectly. Village by town by city she was plowing through the country taking all prisoner and destroying all remnants of her foes. Soon the final bastion of resistance from the Air Nomads, Cloudsdale, would fall from the sky like a ripe apple. Then she would march the prisoners into the Water Nation before the eyes of all. She would stand triumphant, the hero of the nation. She would dethrone the once mighty Nightmare Moon and take her place. None would hope to stand against her!

She was all powerful! All glorious! She would be the Nightmare Moon to rule over all Nightmare Moons! She was broken from her glorious trance by somepony nudging her arm.

“Errr, General?” Snips asked nervously.

“What is it, worm?” she asked, her voice filled with detest.

“Err, Snips actually. Another village has been spotted,” he said as he motioned with a hoof. Off in the distance a small batch of lights could be seen, poking out from the nights cover like fireflies.

Slowly she moved to the bow of the ship and closed her eyes. As her magic began she was unaware of the eyes watching her from the entrance way into the inner workings of the ship. Celestia quickly walked inside as the first roar filled the air. She walked through the halls before coming to the general's room. Only a single guard remained stationed here. “It's time.”

The guard nodded before turning and opening the door with her key. She then slid inside and closed the door quickly behind her. Rarity scanned the room in search for the treasure. It didn't take her long to find the small golden chest inside one of the general's desks drawers. Opening it on the other hoof was another story. It was enchanted to only open in response to the general's magic.

Granted, there were ways around such locks, but she detested having to resort to such means. A roar from outside reminded her that now wasn't the time for such thoughts and she quickly grabbed a rough metal paperweight from the desk and began to bang it across the lock. After a few moments of abuse it popped open. She began to rummage through it and looked through the scrolls until she finally found one in her father's handwriting. She quickly pocketed the scroll and returned the chest and paperweight to their proper positions before making a beeline for the door.

She froze a moment as she heard voices outside the room. “Yes. If you would be kind enough to let me in while I wait!” her aunts voice called out. As the lock slowly turned the princess dove against the wall behind the door, pushing up against it and holding her breath. The door opened part way as two ponies walked inside. Her aunt and Snips.

“You're sure this is alright?” Snips asked nervously as he walked towards the desk.

“Yes. Quite alright,” Celestia said as she looked around the room, catching sight of her niece behind the door. She quickly moved between her and the soldier. “What's that out the window?!” she yelled suddenly as she motioned for Rarity to get out.

“What? What is it?” Snips asked as he looked out the window wildly.

“Nothing. I just thought I saw something move, maybe an air bender.” Celestia glanced behind her and let out a sigh when she saw her niece was gone. “Maybe you're right, perhaps I should speak with Trixie after she finishes the spell.”

“Huh? But... well, okay.” The green unicorn shrugged and slowly led the taller unicorn out, his face wracked with confusion. As he walked out from the room he would have sworn he saw one of the guards disappearing around the corner.

------

It had been three days since they had started in pursuit of the destroyer, at least that's what they called it, and the Avatar's team was slowly losing their will. Each day the sun would rise and set but the moon remained ever absent, a constant reminder of what laid behind them. The many destroyed homes they came to drove the pure power of the thing into their hearts.

They had finally crossed into Air Nomad territory when they gained their first big break. A large village, destroyed like all the others, came along their path. The important thing about this one was the single pegasus who was walking around the wreckage, searching.

“Hey!” Twilight called out. The pegasus took one look at them and darted. “Rainbow!”

Rainbow took off like a bolt, passing the pegasus in seconds. “Easy, calm down. We aren't going to hurt you,” she said as she held her hoofs up, flying backwards so she could see the pony.

The pegasus stopped and looked around at the group. “A-are you from the Water Nation?”

“No. As a matter of fact, that's the avatar. See her wings and horn?” Rainbow said with a smirk. “The little chicken wings? Those are real.”

“They aren't chicken wings!” Twilight shrieked angrily. She backed off as the pony suddenly charged forward and bowed in front of her.

“Oh Avatar, thank goodness you've come! It was horrible. They came and they... they...”

“Calm down and tell us what happened. Who did this?” Twilight asked as she slowly reached out to pat the ponies back.

“The Water Nation. It was three ships and... and a demon,” the pony shivered and hugged himself.

“A demon? What happened? Please explain,” Twilight pulled away and motioned for Fluttershy.

The yellow pegasus slowly inched forward and rubbed the stallions back. “There there, you're safe now. Nothing bad is going to happen.”

“It was monstrous, bigger than a building. Its body seemed to be made of the night and stars themselves. It was both solid and air at the same time. Some of us tried to fight, throwing rocks or hitting it with wind, but everything we did went right through it. We only had a handful of benders here, including myself, nowhere near enough to fight that... thing. In a single motion the thing flattened our homes and fields.” The pegasus slowly began to stop shaking, coaxed into a semblance of relaxation from Fluttershy's massage. “Those who ran were quickly gathered up and tossed into cages by either the soldiers or the beast. Me and some of the other pegasi tried to escape, but their pegasi ran a few of them down as well. It was horrible,” with those words the pegasus began to cry.

“... That's impossible,” Twilight said with shock. “The only thing like that would be something from the spirit world. But giving it a physical form here, not to mention controlling it, should be impossible for a normal pony.” Slowly her gaze lifted up towards the path of destruction before them. “We need to hurry. I may be the only one who can stop it. How long ago did this attack happen?”

“Yesterday. I-I came back to see if any pony else had escaped, but I guess those who did headed straight to Cloudsdale,” the pony said softly.

“How far is Cloudsdale?” Twilight asked nervously.

“About two days by walking. It hasn't moved in over a hundred years since the eternal darkness. But with that thing... Avatar, please. You have to save them.” The pegasus pulled away from Fluttershy and knelt down before Twilight. “Please. If Cloudsdale falls... no pony will be able to oppose the Water Nation. I don't know how long they can hold out against that monster. They'll be slaughtered.”

“Easy, calm down,” Twilight said as she patted his shoulders. “I swear, I'll get there, I'll stop this creature and free those they captured with it. Just do one thing for me, okay?”

“Anything Avatar!”

“Go ahead of us. We have to go by hoof but we'll be there in two days. Try to let them know that we are on our way.”

“Y-you want me to go through that? But they have fliers and that thing! I'd have to get around them!”

“I know it may be hard, but you're an air bender. I'm sure if any pony can, an air bending pegasus can. Please, just try. If it seems to dangerous, then do as you like. But please at least try.”

“... Very well, Avatar. I will try. For the sake of those who have already been captured. Thank you,” he bowed his head and then took off like a dart.

“... You know I could have gotten there a lot faster if you'd let me go,” Rainbow grumbled.

“I know, I know. But I need you here with me. After all, we're going to have to break through to Cloudsdale also. It's not going to be easy,” Twilight said as the group started off again at a slightly quicker pace than they had at first.

------

Trixie was furious! Not only did she have to stop, just a few hours from the main goal, but somepony had the audacity to break into her room and STEAL from her! FROM HER! The Great and Powerful Trixie! She had the two buffoons, Snips and Snails, thrown into a cell. She doubted they had anything to do with it, but she suspected somepony had used them to get the key.

She had the rooms of every pony on the three ships turned upside down and every scrap of paper brought immediately to her room, yet the scroll had yet to turn up. If she EVER found out the fool who dared to steal from her she would drop them off the ship herself. After tearing off their wings if they were a pegasus! She couldn't even risk continuing on the journey lest the thief escape amidst the rest of Water Nation's armada, their ship had been waiting here for almost two days already. Instead she had to personally choose a loyal pegasus, a mare by the name of Shadowblade and send her ahead to tell the rest of the fleet they would arrive soon. She could still cast the spell of course, but the scroll held delicate information she did not want any pony else to have.

The crew knew of her fury and was smart enough to avoid her or at least pretend to be working whenever she passed. Celestia had secluded herself to the dining hall to avoid the general's eye, contently sipping her tea while the guards nervously milled about the ship.

Eventually a young unicorn guard sat by the white unicorn and took a cup of tea for herself.

“Did you hide it well?” the aged water bender asked.

“Of course aunt. That wind bag will never find it,” Rarity said from behind the helmet. “I looked through the scroll and you were right. It was about the Spirit World, but I couldn't understand anything about the spell itself.”

“No. You wouldn't. It was a very special spell, one even I doubt I or my sister could perform,” Celestia said solemnly. “It would take one very gifted in magic to perform such a spell. Somepony like that avatar should be the only one to use it.”

“Why? The general seems to be controlling it well enough. Despite the fact I'd love to toss her off the ship every time she uses it...” Rarity grumbled softly.

“Every time she uses the spell she forces a connection between this world and that one. Things have escaped from there before and it would not surprise me to find Trixie was being manipulated by such things,” Celestia mumbled as she softly sipped her tea.

“Then how do we stop her?” Rarity asked as she leaned closer in anticipation.

“We don't,” Celestia said as she finished her tea and began to refill it.

“What?!” Rarity yelled as she fell out of her chair. She blushed and quickly got back up, thankful they were alone in the dining hall for now. “But what about what you just said?!”

“There is no way for us to use the spell for now,” Celestia said as she shifted slightly in her seat. “For now we can merely stall and delay. The general will be searching the ship from top to bottom. Perhaps in her turmoil an opportunity to stop her will finally present itself.”

“Hopefully. I still say we should just toss her off the ship the moment she starts casting the spell.”

“Shadowbolts would catch her and you'd be outed. I'm constantly being watched, so sadly we'll have to be patient. At least the tea is good.”

“Fine. I'm a little late for my shift so I'll see you later,” Rarity said as she turned and briskly walked out from the mess hall. She didn't have a shift, but she didn't wish to show her aunt her annoyance and anger.

------

Twilight couldn't help but let out a gasp of shock as she laid eyes on the three ships hovering high over the dozens of ponies locked in cages. The sun revealed every motion of the small patrols of unicorns, earth ponies and pegasi. The size of the force was almost awe inspiring.

“How long do you think they've been there? You don't think they're waiting for us, do you?” Spike asked nervously.

“No, but they must have been here a while if we've managed to catch up to them. We'll need to go around,” Twilight said firmly as the group slowly started going around the large encampment.

“Won't they catch up to us when they finally start going again?” Rainbow asked.

“Well... yes. Most likely. But we're almost to Cloudsdale! We should arrive their before dawn if we keep up this pace,” Twilight said as she looked over her group. They were tired, hot, sweaty and dusty. They had pushed themselves to keep moving all day and most of the night, only stopping when it got to cold and they had to huddle for warmth.

Another day of walking would push them to their limits, but there was no other way. Well, except maybe one. “Guys, if you want to rest I can go on al-eek!” she was cut off as her friends practically shoved her forward. “I get it, I get it!” She giggled despite herself, she should have known they wouldn't go for that idea.

Slowly they made there way around the ships and, despite a few close calls with some pegasi, managed to avoid being detected. Before long the five were far ahead of the flying ships, leaving them as little more than specks on the horizon. Morale was quickly decreasing as they kept glancing back in fear, as if they expected the ships to descend on them at any moment.

After the morale hit an all time low Pinkie started to hum. At first the others glanced at her oddly, but before long they were all humming along to the song. Then the pink pony began to sing.

“On a journey with all my best friends,

I'll be awfully sad when it all ends.

Buncha ponies waiting for us to arrive,

our little tiny group of five.

Gonna save all the ponies in the sky,

then after that we'll tell them bye.

All those fighting ponies up in cloudsdale,

praying and hoping that we don't fail.

But none of them have need to fret,

because at the end I'll make a bet.

There won't be any more need for war,

because on the way is the Avatar!”

Rainbow chuckled a little. It wasn't Pinkie's best song, but it certainly raised their spirits a bit. The little pink mare went through song after song as they walked, soon distracting the group from their tired muscles and aching bones. Even after the sun dipped behind the hills and her mouth was tired she carried on, supporting her friends the best way she knew how.

Hours after darkness surrounded them they saw it. Off in the distance hundreds of torches clustered around each other. Some were high in the sky though the majority were down on the ground.

“That must be it! We're almost there everyone! Just a little further!” Twilight said as her heart soared. They'd done it! Everything had been leading to this point. All their travels, all their adventures, everything. Soon she would learn air bending properly and then be one step closer to her goal of being the avatar she needed to be.

Her heart plummeted back to the ground when she caught sight of Cloudsdale. It was a massive city in the sky hovering over a walled fortress of a city on the ground. Thick walls protected the ground city. Pegasi flew about while earth ponies and unicorns guarded the walls. What made her heart plummet was the force surrounding it.

Massive camps of the Water Nation ponies surrounded the thick walls. While there was no fighting going on at the moment both sides seemed to be on full alert. The good news was the skies were relatively empty, though she imagined it was due to the large number of one time floating ships she saw shattered and broken around the city. The only ones still in the air were keeping a wide berth from the floating city likely filled with air benders.

“We'll have to be careful. Rainbow, Fluttershy,” Twilight started, “do you think you can go up and get some others to help bring us up? You can bring Pinkie and Spike with you too. I can wait... or not.” She meekly looked away from the glare Rainbow was giving her. “Fine. Can you two just go and get some help? We'll be fine down here, we'll hide and keep watch for your return.”

“I'll go by myself, I'll be faster. No offense Fluttershy,” Rainbow added quickly. She took off like a bolt, crossing the distance between them and the cities in mere moments. The friends watched and waited for her return, but she never showed up. What did show up were six sudden blurs over the edge of the clouds. The camps below came alive as unicorns jumped to their hooves and began to shoot water into the air. The six blurs dove and weaved around the attacks with perfect accuracy and sent out a burst of air through the camps, sending ponies and their camps flying back.

The blurs flew straight to them before stopping a few feet away. Six pegasi, wearing goggles and blue tight matching outfits with yellow lightning bolts, stood before the group. Wonderbolts. Slowly they looked her over before bowing. “Avatar. We've come to bring you to Cloudsdale. If you would be so kind?” one with a frosty blue mane said.

All Twilight could do was nod and soon her and her friends were being hauled through the air at breakneck speeds. She regally and majestically held on tight and tried not to scream like a filly. Sure, she'd flown faster with Rainbow. But that was Rainbow. This was a stranger flying her over a veritable army of ponies who were shooting spikes of ice at them. Even with her added weight the pony carrying her weaved around the attacks as if they were standing still and not hurtling past them at rapid speeds. She was beginning to see why Rainbow admired them so much.

Soon they were dropped off on a small bit of stone molded to the clouds. A group of pegasi were wearing hard hats and slowly crafting walkways and flat areas of stone into the clouds where non pegasi could walk.

“What's going on here?” Twilight asked as she gingerly put a hoof against the clouds. Yay! It held her!

“We've had survivors pouring in from attacks to the east. A new secret weapon from the Water Nation,” the pony who carried her said. “We've been adding to the city as fast as we can, but at this rate we won't have nearly enough space for the ponies on the ground.”

“You're just planning to hide?” Twilight asked in confusion. “But I thought you were fighting them?”

“We are, but defense's come first. We can't win this war if they slaughter our comrades. That's why we were so happy to hear you were coming.”

“Y-you heard?” she paused for a moment as it dawned on her. “He made it here?!”

“Aye. We received your message yesterday. We've been waiting ever since,” the wonderbolt said solemnly. “We heard you could fight this thing they have created. We just want you to know the Wonderbolts will support you in any way we can.” The stallion saluted.

“I see. Well I'll need time. I've never actually gone to the spirit world on my own before, but I'm sure I'll figure it out. For now just work on defenses and doing what you've been doing, okay?”

The wonderbolt nodded as he flew off, the others joining him. She still needed a teacher, but that would have to wait. For now she had to figure out a way to stop this unstoppable force before it over took these ponies.

------

The Great and Powerful Trixie sat on the deck of her ship, the sun rising behind her. All her searches had been in vain, whoever took her scroll was obviously long gone. She'd have to begin moving again soon. She was distracted from her moping by something flying towards the ship from the west. The soldier she had sent out, Shadowblade, was returning!

The pegasus landed on the deck and bowed her head. “General, I have news from Cloudsdale. The avatar has made her way into the city. She appeared last night carried by the Wonderbolts. The soldiers tried to stop them but they were caught by surprise.”

“The avatar?” the blue unicorn was in shock for a moment until a grin slowly formed on her lips. The avatar! Of course! “Ready the ship! We depart at once!” Yes. She would bring her full force against Cloudsdale and destroy all the enemies of the empire at once and bring the avatar back to the nation as yet another prisoner! In her excitement she failed to notice one of the unicorn guards slip down below deck.

Shadowblade merely smiled from her kneeling position. Smile while you can, general, the mare thought to herself as a wicked grin formed on her lips. “As you wish General. For the glory of her highness, Nightmare Moon.”

Within the bowels of the ship Rarity could barely contain herself as she made her way to her aunt's room. She passed security, claiming news from the general, and rushed to Celestia's side. “The avatar. She's arrived at Cloudsdale. The griffon failed.”

“That is interesting news,” the unicorn suppressed her smile. “There is only one thing we must do then.”

“Get in and capture her?”

“Give her your father's notes,” the aged mare said quickly.

Rarity barely managed to contain her scream of frustration, instead letting it out as a small squeak of indignation. “Y-you want me to give HER of all ponies those notes? Impossible! Why would I ever... WHY?!”

“Because you must. The avatar will need that information to stop Trixie. You are the only one who can deliver it to her.”

“But why her? It would be better for the avatar to be weak and vulnerable so she is easier to capture.”

“Rarity!” her aunt actually hissed the name. “You do not know of what you speak. The general is dealing in matters beyond us. The avatar has to stop her and it is our duty to help. There will be time to capture her later.” Celestia glared down at the banished princess.

“I...” Rarity had never heard her aunt sound so frustrated and angry, especially not with her. Slowly she nodded her head. “Very well. I will help the avatar if we must.”

“Very good. First you'll have to make your way back to our ship, from there...”

------

Twilight took deep, slow breaths as she tried to focus. She had been sitting in an empty cloud-made room for hours, trying desperately to get back to the Spirit World. She didn't understand what she was doing wrong. Sure, the first time the great dragon had been there to help her, but how hard could it be? Why couldn't she make any progress?

Her shoddy focus was shattered by a light knock on the cloud doors, barely audible even in the silent, empty room. She slowly moved to the door and pushed it open. The frost maned wonderbolt greeted her. “Avatar, you should see this.” Outside the room she could see ponies were running around frantically as pegasi were streaming off the cloud, only to return with ponies from the city below. At least those that returned. She ran to the side of the cloud city and looked over the edge.

Pegasi were dropping from Cloudsdale and grabbing the ponies in the city one by one while other pegasi struggled to fight the water benders off. Water and ice flew through the air as the benders tried to keep the city from evacuating, sadly many pegasi had already fallen before the assault while others struggled to keep going for as long as they could endure.

As she looked up she saw the cause of the evacuation. The three Water Nation ships, as well as their prisoners, were making their way towards the city. They would likely arrive within the hour and, if what Twilight heard was true, the city below would quickly fall.

The ship continued to draw closer and closer until finally it joined with the rest of the remaining flying ships of the Water Nation. She could almost see the blue mare as she slowly strode out on the deck. She couldn't miss the blue burst of magic.

For a while nothing happened. Then silence fell over the city as every pony on both sides watched with anticipation. Slowly a blue glow formed in front of the flying ships. It started out as a formless swirl but began to harden and take shape. It began as a large sphere as two clawed arms shot out from it, massive enough to crush a home in one strike. Two powerful legs, wider than even the largest pony, sprouted out from the bottom next. Finally a second, smaller sphere began to form above the first as two eyes and a massive maw pushed out. The thing stood tall in the form of a bear. Stars could be seen across the massive creature's body, as well as a large one on the creature's forehead. The most impressive thing about the creature was the fact it was larger than a house, a size to rival even the great dragon.

The bear's eyes slowly opened, a blue glow emanating from them. After a few seconds it charged forward, the Water Nation soldiers trailing behind. It broke through the wall in seconds and tore into the city. The ponies below attempted to fight it, but all their weapons seemed to fly through the massive creature. Within moments the pegasi were retreating from the carnage, abandoning those trapped on the ground to the Water nation.

Twilight looked away, unwilling to watch the ponies being captured and tossed into cages. Slowly she headed back into the room of clouds and focused on the Spirit World. Now, more than ever, she knew she had to succeed. She had to stop that thing before it spelled the end of all of Cloudsdale.

------

Rarity had waited until Nightfall before making her move. Getting back to her original ship had been easy. Getting down, well... THAT have been difficult. She had hidden the scroll and a note within a black cloak and donned the metal hooves of the Phantom, but she really wished she still had the weapon to go with her tail. She had to hide within her cloak and climb down a rope in the darkness, holding the rope end in her mouth and wrapped around her so she would only let enough slack down as she needed, careful to not alert any pony below. It took her over an hour of cautious sliding before she was finally down on the ground and as she trotted away she kept walking funny as her sore arms begged for rest.

She didn't allow herself a moment of it though, instead moving quickly towards the nearest tree and removing her armor. Her horn glowed for only a scant second as the bark and cloak molded around her body, revealing the Phantom. She wished she had come up with a better name for herself, but beggars couldn't be choosers. Not that she ever lowered herself to begging.

Her disguise complete, the unicorn slowly made her way to the cages where the prisoners were held. It was almost to easy, the moonless night made her near invisible. Dozens of crude cages had been made to house their excess of prisoners and there was only a skeleton guard around the prisoners. After all, who would dare attack the encampment with such a powerful creature protecting them and still residing within the cities walls?

The unicorn looked around before finally finding what she wanted. A few hastily made, single pony cages had been filled with multiple ponies. Air benders, their wings tied to their backs, blindfolded, gagged and hog tied. She chose a cage housing four of them. Opening the cage was simple, the prisoners were tightly tied so all they had done was wrap a few chains around the door and call it good. Once they were removed, she slowly walked inside and nudged the pegasi until they awoke.

“Silence. I have a message for the avatar. You must make your way to Cloudsdale and deliver it. If you do this, I will release you from your binds. Agreed?” Rarity said in the gruffest voice she could manage. After a bit one of the pegasi nodded. She dropped the note and scroll in front of the pegasus before getting to work.

A few moments later the pegasus's legs were freed, but when he removed the blindfold there was no pony there, but his fellow prisoners. He merely shrugged and set about unbinding the others before grabbing the package and taking off into the night.

Rarity watched from the shadows with a grin on her face. Well, Twilight would get the scroll like her aunt wanted. But she didn't see why she couldn't get what she wanted as well.

------

Twilight looked through the papers, her mouth open in shock. The first note was from the Phantom, who at first she hadn't recognized until Spike mentioned it was the name of the pony who saved her. He was asking her to meet him, alone, after all this was settled. That was the less impressive, if still important, part. The impressive part was the scroll. The spell was amazing! It detailed not only how to get to the Spirit World but also what things she could face there! Had she had more time she would have studied it far closer, but alas she only had a short time to browse through it.

It was just as well too. Cloudsdale was filled to the brim with ponies and food stores were running out. The leaders were estimating at most a few days before they would lose all their supplies. With the city so full they couldn't even risk attempting to move through the sky, as too many ponies could be lost from breakage. The bear was still below the city, waiting for any who would fall into it's grasp.

But this scroll was a new hope. Her eyes read over each word with quickly as possible, skimming over to get to the pieces she needed. It wasn't long before she let out a sigh, pushed the scroll away and closed her eyes. Her horn began to glow as slowly the spell took hold and the world changed around her.

The world was faded and gritty, much like her first time here. She slowly walked away from her body and headed to the edges of the clouds and looked down at the spirit world below. Dense forests filled the world, not a city in sight. She gulped and looked back at her wings, gasping in shock. Her wings were full sized! Actual pegasus wings! Well, alicorn wings. She gulped and spread them out before jumping from the cloud towards the world below.

Flying felt weird, like she was falling very slowly through vats of jello. When she finally landed her wings were sore from being held in the same position so long, but she folded them up to her back none the less. So now that she was here she had to find that bear and general. With her head held high she began to wander through the forest.

The forest was different from any she'd seen before, even the Everfree Forest. Despite the fact she was heading forward she felt as if each step was making the world shift around her at random, as if she was running in erratic directions. The plants were erratically colored, even through the faded and gritty view, as if a foal had tossed random paints around. The bugs were strange as well, ranging from the sizes of her hoof to some the size of a buffalo. She even saw a wild pack of cupcakes attacking and feasting on a small group of cakes. Worse of all, it was starting to rain. Chocolate milk. The Spirit World was a strange place.

She stopped as she felt herself being watched. A slithering sound could be heard behind her and she gulped. She hated snakes. She took a deep breath as she turned around and blasted it! Or rather, she tried too. Instead her horn didn't even glow. Which was a shame, since the thing behind her was far, far worse than any snake.

The creature had a head of a pony with a single antler pointing out of the top and large bushy white eye brows. It had red beady eyes with bright yellow sclera. It's head and neck were a dark gray though the rest of its body was dark brown. It's left arm was that of a dragon's while its right arm was that of a gryphons. It's left leg looked like one from a bear while it's right leg came from a pony. It had two large bat wings on its back and a long snake like tail. "W-what are you?" she managed to barely squeak out in fear as she mentally panicked. Oh buck oh buck oh buck.