Karsap: Okay. Time to get the next part started.

?: So…can I come in now?

Karsap: Yes you can. But you may not. Normally, music cannot be implemented well in fanfiction because of the obvious differences between seeing & hearing and reading. But because of Pinkie Pie's…nature, I'll have to implement (canon) songs. And now for the disclaimer.

Disclaimer: I own only the following: Charles.

?: Will you be using that thing over and over?

Karsap: Yes. I won't be bothering on variety. Now out! Here's a little more note on the text format of this fic:

{word} - action should be visualized as if you were watching it on a TV (or computer) screen

word♪ - words are being sung (A/N: The FIMFiction one would have the musical note symbol, but they can't be put in, so it will have to share the same format as mental thoughts and flashbacks)

word - For indicating song titles and if the song ends

Karsap: If the format of other words is confusing you, check back on the previous chapter.

Chapter 2: Elements of Harmony

At Ponyville's Town Hall…

Nightmare Moon continued to laugh exultantly as her mane continued to cause a storm in the pavilion. Nopony dared move. After all, with the storm Nightmare was conjuring, she could easily take down any who opposed her. However, the Mayor wasn't about to just stand there and do nothing.

"Seize her!", she declared to three pegasus guards (the ones like the pair that pulled Twilight's chariot). "Only she knows where the Princess is!"

As these three guards began to close in on Nightmare, Charles' horn began to glow. As it did, yellow energy seemed to form around the horn as it then seemed to take in a shape similar to Nightmare's.

"Stand back, you foals!", Nightmare bellowed as her eyes burnt white, producing more lightning that hurled the guards backwards, and making another evil laugh. Immediately after the guards were repelled, Charles leaped into the air, his "magic horn blade" aimed at Nightmare, who suddenly wrapped her cosmic mane and tail around herself and vanished. The blue-violet mist went around the orange unicorn—who landed on the balcony—then made a beeline for the open front door, snaking through the panicked crowd and the dazed guards.

Meanwhile, Applejack had kept her teeth locked on Rainbow Dash's tail ever since, who then finally snapped it loose and charged after Nightmare. "Come back here!", Charles heard the pegasus mare cry out. Quickly, he turned to the panicked populace and leaped down from the balcony, landing on the ground floor without much trouble. Knowing a battle was required to defeat Nightmare, he ran over to the closest pony and asked them if they could join him in stopping Nightmare. Each time, he was met with refusal of varying degrees.

"Are you kidding me?!"

"Uh-uh!"

"I may look silly, but even I know that's foolhardy."

"Sorry, but I can't."

After failing to 'recruit' anyone, he then turned around to where Twilight Sparkle and Spike were, only to find them gone. Quickly, he ran off to where he assumed they would be; the library.

In the library…

Spike was asleep in a basket, then came to with a start. "We gotta stop Nightmare!", he said in a half-dazed tone, then he was out like a light once more. A blanket was draped over him and Twilight eased close to look him over.

"You've been up all night, Spike.", she said to him as she turned away. "You are a baby dragon, after all." She then turned off the lights and hurried over to the main room, where she began searching the library for answers. Books were scattered all over the floor, around a large table (which had a wooden horse-head bust standing on a pedestal), and at the feet of a ladder propped against the wall.

"Elements, Elements, Elements…", she was saying, then let out a loud, frustrated groan while levitating book after book and letting them fall. "How can I stop Nightmare Moon without the Elements of Harmony?!" All of a sudden, Rainbow Dash flew into her face, good and angry.

"And just what are the Elements of Harmony?", the pegasus demanded, slowly backing Twilight to a shelf. "And how did you know about Nightmare Moon, huh? Are you a spy?" All of a sudden, Charles came in between the two, his "magic horn blade" ready, having managed to come in right after the pegasus entered the library. "Whoa!" Rainbow Dash backed away in surprise.

"Make another move against her! I dare you!", said the orange unicorn. Before he could be challenged, Rainbow was yanked back by the tail…by Applejack, who quickly let go and got a dirty look for her trouble. She, Pinkie Pie, Rarity, and Fluttershy had went to the library right after Charles, who had no idea he had been followed, not that they were.

"Simmer down, sally.", the orange earth pony said to the cyan pegasus. "She ain't no spy." The five ponies then moved closer to Twilight and Charles, whose horn resumed its normal shape as he "sheathed" it. "But they sure know what's goin' on—don't you?"

The two unicorns looked as the five ponies surrounded them. Charles turned to his charge, who then dropped her gaze and said, "I read all about the prediction of Nightmare Moon. Some mysterious objects called the Elements of Harmony are the only things that can stop her." She then looked out a window to see the moon. "But I don't know what they are, where to find them. I don't even know what they do!"

"The Elements of Harmony: A Reference Guide.", they heard Pinkie say. Everyone turned to see her inspecting a book on a shelf at the other side of the room. She was then plowed aside by Twilight.

"How did you find that?!", the purple unicorn asked.

Pinkie hopped across room and replied in a singsong manner, "It was under 'E'!"

Twilight shot her a funny look. "Oh."

"This place seriously needs a card catalog.", Charles grumbled as his charge 'took out' the book. Its binding was red, with gold bands on the spine and a matching unicorn head on the cover, surrounded by six rhombus shapes.

"There are 7 Elements of Harmony, but only 6 are known; Kindness, Laughter, Generosity, Honesty, Loyalty, and Justice." As Twilight continued to read, Charles bothered to look out the window, and saw Nightmare's vapor form listening in. It then zipped away just as he noticed it.

"The seventh is a complete mystery. It is said, the last known location of the 7 elements was in the ancient castle of the royal pony sisters. It is located in what is now…"

"…the Everfree Forest?!", six voices cried out fearfully. Charles hadn't cried out with them and simply groaned.

The seven ponies were now on a road leading into a very large, very overgrown, and very foreboding wilderness. They all regarded it with silent trepidation for a long moment before Pinkie spoke up, cheerful as ever.

"Whee! Let's go!", she said as she then trotted ahead.

"Not so fast!", Twilight said sternly, making the pink earth pony stop. "Look. I appreciate the offer, but I'd really rather do this on my own."

Charles cleared his throat to catch her attention. "Excuse me, Twilight?", he told her. "I'm your bodyguard, so wherever you go, I go."

"Then I'm going with just you then. I wouldn't want anypony else risking their safety."

"No can do, sugarcube.", Applejack cut in in objection. "We sure ain't lettin' any friend of ours go into that creepy place alone." Twilight flinched a bit on hearing "friend" as she and the others began to trot ahead. "We're stickin' to you like caramel on a candy apple."

Fluttershy, Rainbow Dash, and Rarity made an "Mmm-hmm!" in agreement.

"Especially if there's candy apples in there!", added Pinkie, earning her a funny look from the remaining two unicorns. "What? Those things are good!" She then followed the rest.

Twilight now found herself alone with Charles—with the other five already on their way into the forest.

"Well, I'm glad they're coming.", the only stallion in the group said. "Safety in numbers after all." His charge then sighed resignedly as the two then started in after the others.

"So, none of you have been in here before?" Twilight asked shakingly.

"Ugh, Heavens no! Just look at it- it's dreadful." Rarity said also shakingly.

"And it ain't natural. Folk say it don't work the same as Equestria." Applejack added.

"What's that suppose to mean?" Twilight said still scared.

"Nopony knows." Rainbow Dash said in a ghostly tone as she approached out of the shadows scaring Rarity, Fluttershy, and Pinkie Pie. "You know why?" she then starts doing creeping steps towards them.

"Rainbow, quit it." Applejack said.

"Cause everypony who's ever come in, has... never... come... OUT!" Dash makes a jump scaring the three.

By this point, she had advanced so far as to be face to face with Fluttershy, Pinkie Pie, and Rarity (who were side by side), and she leapt up menacingly on the last word. However, that didn't end up being the real scare; that came when the edge of the cliff crumbled away, taking all five non-winged ponies screaming with it. The two pegasi managed to get airborne just in time. "Fluttershy, quick!" The cyan pegasus quickly dove in.

"Oh my goodness, oh my goodness!", said the yellow pegasus as she followed.

As the others kept going down with the rockslide, Rainbow hoisted Pinkie clear and Fluttershy snapped her teeth onto Rarity's tail to 'put on the brakes'. Applejack stopped herself by biting down on an exposed root. Charles sinking them into the earth as he dragged himself into a stop. This left Twilight alone to skid toward the edge of a very long drop, and winded up with her hind legs dangling over the precipice. Quickly, Applejack sized up the situation, then let go of her root to slide along.

"Hold on!", she said as Charles followed shortly. "I'm a-comin'!" Reaching the edge, she then grabbed Twilight's forelegs in hers.

"Charles, help!", Twilight called out. "Applejack! What do I do?" There was a long, tense pause as Applejack squeezed one eye shut from the strain on her muscles, then aimed her open one skyward for a moment before turning both of them toward the hanging unicorn. Charles also managed to glance above.

"Let go.", Applejack answered.

"Are you crazy?!"

"No, I ain't. I promise you'll be safe. "

"That's not true!"

"Now listen here. What I'm sayin' to you is the honest truth. Let go, and you'll be safe."

Twilight tuned to her bodyguard, who was a bit too far for him to help her up. "Charles?"

"You can trust her.", he said. "You got friends waiting." He then gave a reassuring wink, then mouthed. "Trust our pegasi friends." Although in his charge's frightened state, he wasn't sure if she caught that.

Twilight's popping eyes betrayed the fight between her panicked brain and the instinct telling her to trust the pony who was holding her at the edge of oblivion. Making her decision, she released her grip and plunged, screaming over the side—for a second or two; Her fall was stopped short by Fluttershy and Rainbow Dash, who have caught her.

"Phew.", Twilight sighed in relief.

"What did I tell you?", Charles called from above as his horn glowed, ready for a spell. As he promptly disappeared with a flash—having used a teleportation spell—Applejack was already leaping down protruding ledges in the cliff. He then re-materialized in between Rarity and Pinkie Pie, who were already down on the ground below, looking up at Twilight and the two pegasi. A sudden weight shift caused the unicorn to nearly slip out of their grasp with a yell, before the two pegasi compensated for it and lowered her steadily to terra firma.

"Sorry, girls.", apologized Fluttershy as they then reached the ground. "I'm not used to holding anything more than a bunny or two." Just then, Charles decided to turn away—and glimpsed the wisp that was Nightmare Moon. He saw it whisk away on a certain direction…which turned out to be the only way forward. As he then heard a roar (although it was faint because of the distance), he gulped in fear, knowing there will be another danger to face shortly.

Shortly…

The seven ponies were on the road again, clustered this time instead of a line. Rainbow Dash flew about, bragging excitedly on their previous cliffhanger incident.

"And once Pinkie and Rarity were safe…whoosh! Me and Fluttershy looped the loop around, and wham!", she said as she then landed next to Twilight, who was in the lead. "Caught you right in the nick of time."

"Yes, Rainbow, I was there.", Twilight said irritatingly, then gave a faint smile. "And I'm very grateful. But we gotta—" She stopped with a gasp when they encountered something. It had a lion body, bat wings and ears, and a scorpion tail. "A manticore!" The manticore then roared once more. "We've gotta get past him!"

The creature leaped at Rarity for a swipe of its paw, but she ducked and—to Charles' surprise—countered with a buck to the face that knocked it back.

"Take that, you ruffian!", the white unicorn said. The manticore's response was a full-volume roar directly into her face, leaving her mane a frizzed-out shambles due to the moisture in its breath. "My hair!" A low growl touched off a little cry from her and sent her into a retreat past Fluttershy, who stood watching.

"Wait!", the pegasus said as the the manticore gave chase. Just then, it was stopped by Applejack, who had jumped onto its head.

"Yee-haa!", the earth pony cried out as the manticore started trying to buck her off. "Get along, little doggie!"

"Wait!"

One last good heave managed to send the earth pony flying. "Whooooaaa!" As she then tumbled past the hovering Rainbow Dash, she said, "All yours, partner."

The cyan pegasus saluted and replied, "I'm on it!" She then zoomed past Fluttershy, who was still calling for them to wait. In seconds, she enveloped the foe in a striped twister similar to the Rainblow-Dry maneuver she used earlier in the day. A lash of the scorpion tail knocked her out of it and sent her towards the others with a yell.

"Rainbow!", Twilight cried out as the pegasus landed in front of them.

"My turn!", Charles said as he then charged.

"Wait!", Fluttershy's cries once again fell on deaf ears as the orange unicorn rushed at the manticore. The beast swung a paw at him, but he was the suddenly a blur as he was then at the other side of the paw, his "magic horn blade" on the ready, much to the surprise of the mares. He had used a teleportation spell, but not like the one he used earlier. This one allowed him to zip instantly across short distances and make him look like he was actually moving there in a fast rate. He called this spell the flash-step.

As the manticore continued to swing at him, he countered with his own blade, smacking the beast in places. However, this cost him a second—a second he could've used to dodge the manticore's scorpion tail, which brought itself onto him. Thankfully, it hadn't decided to hit him with the stinger (he wasn't about to find out if it was poisonous or not), but the force of the blow sent him back to Twilight and the others. As he stumbled, he managed to land on his feet.

"I need help! See if you can distract him while I try defeat him"

To his surprise, nopony argued with him as they all braced themselves with a snort. The manticore set itself up for round five, and Charles and company started into a charge. Just before the could reach the manticore, from the sidelines, Fluttershy threw herself in their path.

"WAAAIIIT!", she cried out, and both sides stood down. She then looked behind herself, then ahead, and walked toward the beast, who raised one meaty paw, ready to disembowel her on the spot. "What are you-" Twilight was about to stop her but didn't want to get the beast angrier. The manticore was about to attack her, which made everyone close their eyes.

"Shhh, it's okay.", she said tenderly to the manticore as she went over and sniffed at the paw that had the thorn, the other one raised for a strike which never came. The manticore then uncertainly un-clenched its paw to reveal the thorn. "Oh, you poor, poor little baby."

"Little?!", Rainbow Dash wondered incredulously.

"Now this might hurt for just a second." Fluttershy said before she pulls the thorn off it's paw. It picked her up and roared.

"Fluttershy!" everyone shouted. But to their surprise it didnt eat her, it was licking her and purring in thanks.

"Aw, you're just a little old baby kitty, aren't you? Yes, you are. Yes, you are." During this line, the rest shifted from befuddled gapes to warm smiles, and moved past the manticore without any trouble. Twilight and Charles hung back for a moment so Fluttershy could catch up, whose mane was still swept up into a thick pink cowlick.

"How did you know about the thorn?", Twilight asked Fluttershy.

"I didn't. Sometimes we all just need to show a little kindness." Fluttershy said as she walks by.

"Well, I gotta…" Charles was thinking what to say. He glanced back at where the thorn lay, only to see it dissipate into a wisp that was Nightmare and fly off. "…gotta…well…anyway…" He turned back to his company. "That was very brave of you." Fluttershy's eyes widened in surprise from this response.

Looking into his eyes, Fluttershy gave a sweet smile and a nod before she, Charles, and Twilight then broke into a gallop to catch up with the rest.

Later…

The seven ponies were moving through yet another area of the forest (although one was not in sight at the moment, and Fluttershy's mane had returned to its normal shape) They were in a boggy/swampy area of the forest as the ground squished with every step.

Rarity shuddered and said, "My eyes need a rest from all this icky muck." Just after she said that, the trees have thickened to the point that almost no light got through them. "Well, I didn't mean that literally."

"That ancient ruin could be right in front of our faces, and we wouldn't even know it!", Twilight grumbled.

"Oh, wait.", said Applejack as she raised a hoof. "I think I stepped in somethin'." Then, there was a scream from Fluttershy, but the earth pony paid no mind and moved on, a bit exasperated. "It's just mud." All of a sudden, a gruesome face on the tree trunk appeared before her, with a gaping, toothy maw forming from an opening in the bark and two glaring knothole eyes. Applejack bolted with a yell while the others stared wide-eyed at the leering, snarling visages that have suddenly appeared on all the trees around them. Six screams tore through the air.

While Fluttershy, Applejack, Twilight, Rarity, Charles, and even Rainbow clustered together screaming for their lives.

Either though Charles is a Musketeer pony creepy faces spook him. All of a sudden, there was a peal of laughter, which stopped the screams. Everypony turned to see Pinkie Pie facing one of the horrid faces on the trees. "Huh?" The pink earth pony was giggling at the face and making a few goofy ones of her own in response.

"Pinkie, what are you doing?!", Twilight cried out. "Run!"

Now Playing: Laughter song (a.k.a. Face Your Fears; Giggle at the Ghostie)

"Oh, guys, don’t you see?", Pinkie said with a laugh as she marked time with her hooves to the music and the area brightened a bit.

When I was a little filly and the sun was going down♪

"Tell me she’s not.", Twilight groaned as the pink earth pony poked her head from above. Somehow.

The darkness and the shadows, they would always make me frown♪

"She is.", answered Rarity as Pinkie hopped around her friends.

I’d hide under my pillow from what I thought I saw♪

But Granny Pie said that wasn’t the way to deal with fears at all♪

"Then what is?", Rainbow Dash asked.

She said, “Pinkie, you gotta stand up tall, learn to face your fears♪

Pinkie then hopped to a tree.

You’ll see that they can’t hurt you, just laugh to make them disappear.”♪

The music then stopped as she gave a simple "Ha, ha, ha!"—which 'banished' the face, leaving an otherwise-normal twisted old tree before her. Everyone gasped in surprise.

The music returned as drums joined in.

So giggle at the ghostly, guffaw at the grossly♪

Everyone else, starting with the two pegasi, began to follow Pinkie's example; laughing at the menacing apparitions, which began to wink out.

Crack up at the creepy, whoop it up with the weepy♪

Rarity and Applejack joined in the laughter, with the latter jumping off of Pinkie as she sang.

Chortle at the kooky, snortle at the spooky♪

Twilight got a little push from Pinkie to help her find the spirit. Eventually, she laughed as well. Charles join in and laughed.

The music gradually stopped as Pinkie went rapid-fire with these words, "And tell that big dumb scary face to take a hike and leave you alone, and if he thinks he can scare you then he’s got another think coming, and the very idea of such a thing just makes you wanna…" There was one more bout of the giggles. The music then resumed.

Laugh♪

As Pinkie held out the last note, the remaining faces disappeared…and the music finally ended.

End Song

The whole group then started laughing hard on the ground enjoying the sensation of laughing.

Later…

Charles led the bouncing Pinkie Pie, as well as Twilight Sparkle, Rainbow Dash, Rarity, Applejack, and Fluttershy out of the woods…and into the bank of a raging river. He immediately paused and cried out "Stop!" Pinkie immediately landed on his back in a stop, and he felt everypony else bump into them one by one. As he got Pinkie off of him, the six mares poked their heads out from behind him for a good look at the broad torrent.

"How are we gonna cross this?", Pinkie asked.

"I like to know what's causing it.", said Charles. Just then, there was a distant moan and wail. "Huh?"

The seven ponies took cover in a clump of bushes and peeked out to see a long, purple, scaly tail thrashing about in the river, causing the raging waves in it. They then looked to their left and saw that the one who was moaning was an immense serpent with skinny arms and long, dark blond hair, mustache, and eyebrows. The right half of the mustache had been raggedly cut off by something.

"I guess that answers my question." said Charles.

"[sobbing] What a world, What a world!" the serpent cried as he splashes the river with his fists.

"Excuse me sir. Why are you crying?" Twilight asked.

"Well, I don't know. I was just sitting here, minding my own buisness, when this tacky little cloud of purple smoke whisked past me and tore half of beloved mustache clean off." the serpent pointed at his right cut off mustache. "And now, I look simply HORRID!" He splashed into the water again, making water splash all over them.

"Ugh Gimme a break!" Rainbow said..

"That's what all the fuss is about?" Applejack asked Rarity came up, suprisingly not worried about her mane

"Why, of course.", the white unicorn answered as she trotted forward to the serpent. "How can you two be so insensitive? Oh, just look at him." She proceeded to stroke his snout. "Such lovely luminescent scales."

"[sniff] I know." the serpent said.

"And your expertly coiffed mane."

The serpent righted himself up and patted it down. "Oh, I know, I know!"

"Your fabulous manicure."

The serpent gasped "It's so true!"

"All ruined without your beautiful mustache."

"It's true. I'm hideous." the serpent began crying again.

"I simply cannot let such a crime against fabulosity go uncorrected!", Rarity then said resolutely as she narrowed her eyes. She then whipped her head forward, clamping her teeth around one of the creature's scales, and yanked it loose.

"Ow, what did you do that for!?”, screamed the serpent He wasn't answered as Rarity lifted the scale's razor-sharp point upward.

"Rarity, what are you—", Twilight was about to say when a slash came, which shocked everyone. Even the serpent did a dramatic faint

As it turned out, what was slashed was…Rarity's own tail, of which only a ragged nub remained. The white unicorn then tossed the scale aside and used her horn to levitate the cut swath. The curly purple was then 'attached' to the ruined half of the serpent's mustache. The serpent came to and straightened up with a jubilant laugh.

"My mustache!", he cried out. "How wonderful!"

"You look smashing.", Rarity told him.

"Oh, Rarity, your beautiful tail!", Twilight said with concern.

The white unicorn turned to face the others, "Oh…it's fine, my dear. Short tails are in this season. Besides, it'll grow back." Twilight smiled gently, having grasped the sacrifice Rarity had made.

"So would the mustache.", Rainbow Dash whispered to Twilight.

Twilgiht gasp "We can cross now! Let's-AHH!" A Purple scale studded part of the serpent rose...

"Allow me!" He said, making a bridge to cross with his body.

A short while later…

The seven ponies were on the road again, Twilight Sparkle in the lead, with Charles and the others just behind. Just then, the former looked ahead.

"There it is!". she said. Ahead was a tumbled ruin of a castle that stood in a small clearing just ahead—situated on the far side of a mist-choked abyss, with the posts of a collapsed bridge still embedded in the ground on both sides. "The ruin that holds the Elements of Harmony. We made it!" They all put their hooves in high gear.

"Twilight!", Charles called out as his horn glowed once more. "Wait for us!"

"We're almost there!"

"I said WAIT!" All of a sudden, just before his charge could reach the bridge, he teleported right into her face. She wasn't able to stop in time and collided into him, knocking him over to where the bridge was, and he fell out of sight, back first. As it turns out, the bridge was broken, and he had attempted to stop her from falling off, only to have that happen to him instead.

"Charles!"

In a flash of light, he appeared right behind Twilight—falling upwards, then down on the ground on his belly. In addition to changing locations via teleportation, he can also alter his orientation, which can prove useful when falling great distances. By 'flipping' himself, the momentum from his fall is directed upwards and gravity would counter that, sparing him a serious fall that could've seriously hurt him.

"Oww…", he groaned as he got up.

"What's with you and falling off cliffs today?", Rainbow Dash joked to his charge.

"I only fell off once.", Twilight replied.

"True, but you were still involved in the other one that just happened."

"You got that right.". Charles agreed snarkily. "Not one of my brightest ideas in mind."

"Now what?", Pinkie asked with a gasp as they looked at the broken bridge, then everypony turned to face Charles.

The sole stallion noticed, then realized what they were thinking. "Sorry, but I haven't figured out how to teleport others with me."

"Allow me!", offered Rainbow Dash as she gave her wings a twitch and lifted off.

"Oh, right."

She proceeded to go down into the mist, and resurfaced with the snapped bridge ropes in her teeth. As she hauled them up onto the far end and got one of them tied down, an echoing female voice caused her to stop short.

"Rainbow…", the voice called, causing the cyan pegasus to drop the other rope with a gasp. From the other side of the cliff, Charles could see Nightmare's wisp form drift.

"Who's there?", Rainbow Dash called out.

"Rainbow…" The mist started to thicken around the pegasus as she punched at the air.

"I ain't scared of you! Show yourself!"

"We've been eagerly awaiting the arrival of the best flyer in Equestria."

"Who?"

"Why, you, of course."

"Really?" Rainbow seemed enthusiastic as she caught herself. "I mean…oh, yeah! Me! Hey, uh, you wouldn't mind telling the Wonderbolts that, would you? 'Cause I've been trying to get into that group for, like, ever!"

"No, Rainbow Dash. We want you to join us."

Out from the mist emerged three pegasi, galloping into view with uncanny speed. They skidded to a stop, resolving into two purple-maned stallions and a blue-maned mare, all wearing full-body jumpsuits and yellow goggles—similar to those used by the Wonderbolts. However, the bodies were purple and the heads/hooves black, with yellow lightning bolts marking the boundaries. Each outfit displayed an emblem consisting of a winged pony skull where a cutie mark would normally appear. The mare's coat and wings were light gray, while those of the stallions were a darker shade.

"The Shadowbolts!", said the mare, revealing to have been the voice from earlier. "We are the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all Equestria." The mare then leaned in close. "But first…we need a captain." The young daredevil's eyes widened, a big smile creasing her face, as the Shadowblt flew slow circles around her. "The most magnificent…"

"Yep."

"…swiftest…"

"Yes."

"…bravest flyer in all the land."

"Yes. Ha-ha. It's all true."

"We need…" The mare leaned in to whisper in Rainbow's ear. "…you."

The cyan pegasus leaped up. "Woo-hoo! Sign me up!" She then moved to get the loose rope. "Just let me tie this bridge real quick, and then we have a deal."

Unfortunately, the Shadowbolt mare had other plans and zipped across to stop Rainbow Dash, speaking in a far more menacing tone. "NO! It's them or us!" The cyan pegasus recoiled slightly from their sudden change in mood.

On the other side, everyone else was watching. "Rainbow!", Twilight called out. "What's taking so long?" Then they saw the Shadowbolts.

"Oh, no.", Charles groaned.

"RAINBOW!" Twilight shouted. This caught the attention of the Shadowbolt mare, whose eyes blazed yellow behind her goggles, causing the mist in the area to roll in faster than you can say 'Sweet Celestia'. "Don't listen to them!" Unfortunately, it was too late for a response. The mist has prevented her from hearing her friends.

"Well?", they then heard the Shadowbolt mare say. Apparently, while Rainbow couldn't hear her friends, the same didn't go for the other way around. There was a long pause that came afterwards before an answer was heard.

"You.", they heard Rainbow answer.

"Thank you…for the offer, I mean. But I'm afraid I have to say no."

Back at the other side, Rainbow Dash tied up the rope to the bridge and with one last malevolent glare, the Shadowbolts disappeared in three puffs of blue-violet smoke that came together and slinked away. The mist then parted to reveal the repaired bridge as Rainbow came over. The other mares cheered as everyone then walked across the bridge.

"See? I'd never leave my friends hanging.", the cyan pegasus told Twilight. After this demonstration, the purple unicorn seemed to understand the point a lot easier.

The seven ponies then approached the front entrance of the ruined castle. Before entering, Charles went ahead and scanned the place as a precaution (and as a tip from Twilight about bodyguarding). Once the coast was clear, everyone followed and stepped in. Before them was an apparatus consisting of six round stone tablets mounted at the ends of radial shafts, with a larger orb at the center. The entire rig was heavily overgrown with moss and vines. Some of the tablets in view each had a gem-shaped carving that stood out in relief on the surface.

"Whoa…come on, Twilight.", said Applejack. "Isn't this what you've been waitin' for?"

"The Elements of Harmony. We've found them!" One by one, Fluttershy and Rainbow Dash flew up and took one tablet each, lowering them to the floor. "Careful…careful…"

Pinkie counted the stones. "One, two, three, four, five…there's only six!"

"Where's the seventh?", wondered Rainbow.

Twilight knelt to the floor and sat, "The book said, 'When the six are present, a spark will cause the seventh Element to be revealed."

"What in the hay is that supposed to mean?", asked Applejack.

"I'm not sure, but I have an idea. Stand back. I don't know what will happen." Twilight squeezed her eyes shut and brought her horn's powers to bear.

Applejack proceeded to lead the others away. "Come on now, y'all. She needs to concentrate."

"I'm staying.", said Charles, refusing to leave. "Who knows if Nightmare Moon might show up and interrupt?"

"Suit yourself." And with that, he's left alone in the chamber, watching over his charge. A few seconds later, he saw Nightmare's wisp form slip in. While he knew he should act, he didn't know what to do. He could only watch as it then enveloped the six round stones before his charge as she stepped up her efforts. As the mist then formed a whirlwind that lifted the tablets off the floor, he decided to intervene.

"The Elements!", he warned his charge. Twilight opened her eyes and cut her powers off with a cry upon seeing the cyclone.

"TWILIGHT! CHARLES!", the others called out from outside.

"What do we do?!", the sole stallion asked. The tornado began to grow in size and power, reaching nearly to what remained of the ceiling.

He was answered with his charge diving into the storm. He followed a split second later. And not a moment too soon; it took both of them just as the others came in. Fear and confusion began to set in as they then began to run around in panic. Only Applejack stood still in worry.

"Twilight! Where are you?", she cried out.

"Look!", Rarity yelled. Everypony turned to see her gazing intently out a window at a tower in another part of the castle. White light poured from all the windows.

"Come on!" And with that, they all red-lined it out to help their friends.

In that part of the castle…

A ball of brilliant light appeared on the floor and exploded in a blast of smoke. When it clears, out came Twilight and Charles, coughing from the smoke. When the two cleared their heads and lungs, they looked up and saw…Nightmare Moon standing on a crumbling dais, chuckling nastily as the six Element tablets floated in the grip of her mane and tail.

As lighting cracked out from her mane, Twilight did something no one in their right mind would do; lower her head and paw the ground to work up steam for a charge. Charles quickly followed suit as Nightmare set the Elements down.

"You're kidding.", she chuckled. "You're kidding, right?"

Neither of the two unicorns answered as their horns glowed and they both barreled straight toward the dais, with Charles 'unsheathing' his "magic horn blade". Nightmare started into her own charge—leaving the Elements behind—but an instant before the collision, Twilight disappeared with a flash. Charles, however, had continued in his charge and his "blade" met with Nightmare's horn and the two struggled, the former ending up with his forelegs raised and being pushed back a bit.

While the orange unicorn was strong, Nightmare was stronger as she then shoved him off of her, sending him sliding back a few feet. She then noticed that Twilight was missing, but before she could wonder where she was, Charles charged again, jumped, and swung his "horn blade" at Nightmare, forcing her to counter with her own horn.

Erstwhile, Twilight had materialized on the dais, moaning woozily from having used teleportation for the first time, having learnt it from Charles. She quickly came to and dipped her head toward the Elements. "Just one spark.", she said as her horn began to blaze. "Come on, come on…"

Behind her, Charles was now dodging Nightmare's attacks, who was now using magic in her assault, the idea having crossed her mind after a while. He flash-stepped about to dodge, slashed back with his "horn blade". Nightmare dodged the unicorn's "blade". Charles hadn't expected Twilight to teleport at the last second, but after seeing her with the Elements, he decided to stall for time. Besides, he was liking this battle.

All of a sudden, Nightmare paused in her attacks as she then glimpsed at the reflection in Charles' eyes…and saw Twilight doing something with the Elements. She quickly pushed off the orange unicorn, turned herself into a stellar tornado, and whipped herself onto the dais. The magic then kicked back hard on Twilight, throwing her across the floor as Charles quickly recovered and ran to his charge's side.

"No! No!", cried out Nightmare.

Twilight seemed to smile, thinking she had the advantage—but then the Elements' lights went out and she gasped in pure shock. "But…where's the seventh Element?"

Nightmare then laughed full throttle and reared up. She then stomped on the floor and the stones shattered into gravel. Twilight could only stare helplessly, but Charles still stood ready to fight.

"You little foals!", bellowed Nightmare. "Thinking you could defeat me? Now you will never see your Princess—or your sun! The night will last forever!" Her mane and tail became a swirling mass above her head as she laughed once again.

Charles retorted aloud, "It's not over until the last spell is cast!" He then charged up his "horn blade" and galloped toward Nightmare Moon once more. Nightmare countered all of his attacks with ease, not bothering to take him down as she thought victory was assured and that he was doing this out of desperation. "You little colt!", bellowed Nightmare. "Thinking you could defeat me?" "I can do for justice!" said Charles.

As he continued to clash, the look of utter defeat in Twilight's eyes (in spite of what her bodyguard was doing for her) changed to bewilderment when she heard the muffled voices of the others coming from the general direction of a stairway leading up into the room. As their shadows appeared on the walls in due time, she let out a deep gasp as her pupils and irises narrowed, then widened, a tiny flicker of light plays across the center. She came to a realization.

Meanwhile, Charles was pushed off the dais and he landed six paces away from his charge as she then turned around, her confidence restored. "You think you can destroy the Elements of Harmony just like that?", she declared. "Well, you're wrong—because the spirits of the Elements of Harmony are right here!"

Wait, what?, gasped the orange unicorn as their friends were now right behind him. The stone shards at Nightmare's hooves then began to glow and floated free of the ground.

"What?", gasped Nightmare.

Twilight began to speak. "Applejack, who reassured me when I was in doubt, represents the spirit of honesty!" Some of the shards then started to circle the orange earth pony.

"Fluttershy, who tamed the manticore with her compassion, represents the spirit of kindness!" Some of the shards then start to orbit the yellow pegasus, even if she reeled back a bit.

"Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of laughter!" The pink earth pony made a huge grin as pieces of the shattered stones gravitated to her.

"Rarity, who calmed a sorrowful serpent with a meaningful gift, represents the spirit of generosity!" The white unicorn eyed the fragments that now circled her.

"Rainbow Dash, who could not abandon her friends for her own heart's desire, represents the spirit of loyalty!" The cyan pony stuck her chest out proudly, the pieces now circled the cyan pegasus.

"And Charles when He to try defend me when I needed it most, represents the spirit of justice!" The last of the pieces now circled the Musketeer pony. "The sprits of these 6 ponies got us through everthing you threw at us!"

"You still don't have the seventh element! The spark didn't work!"

"But it did.", Twilight countered. "A different kind of spark." She then turned to the others. "I felt it the very moment I realized how happy I was to hear you. To see you. How much I cared about you. The spark ignited inside me…" Her eyes began to form tears. "…when I realized that you all…" She then faced Nightmare once more. "…are my friends!"

Just then, shafts of intense white light pierced the gloom from above, coming from a seventh stone tablet that had materialized overhead. It bore its own gem relief and descended to stop above Twilight's head. Nightmare was the only one to shield her eyes.

"You see, Nightmare Moon.", Twilight continued. "When those Elements are ignited by the…the spark that resides in the heart of us all…it creates the seventh element! the Element of magic!" The light from the floating Element flared out to encompass Twilight and the others, and Charles could feel a power surge from in him as a brilliant rainbow shot out of the group and aimed right at Nightmare Moon.

"NOOOOO!", the dark winged unicorn screamed as the light spiraled around her and concentrated into an impossibly small twister. "NOOOOO!"

Soon, the whole room was engulfed with light and then faded away…

About an hour later…

Charles and his friends gradually came around.

Rainbow Dash was the first to groan, "Oww, my head!"

"Everypony okay?", asked Applejack.

"I think so." Charles said.

"Oh, thank goodness!", Rarity cried out. Everypony turned to see that her tail had grown back.

"Why, Rarity, it's so lovely.", said Fluttershy.

"I know!" The white unicorn waved her tail lovingly. "I'll never part with it again!"

"No, your necklace. It looks just like your cutie mark."

Rarity looked at it. "Uh?...ooh… So does yours!

Fluttershy looked at hers and gasped happily at it. As the others began to take notice of their new adornments.

"Look at mine, look at mine!", Pinkie Pie was saying as she hopped over to Applejack.

"Aw, yeah!", cried out Rainbow Dash.

"Wow!" Charles said.

"Gee, Twilight.", said Applejack as the unicorn looked at the tiara on her head. "I thought you were just spoutin' a lot of hooey. But I reckon we really do represent the elements of friendship."

Just then, a new light washed over the area as a gentle female voice spoke up. "Indeed you do.", it replied to Applejack.

The sun began to rise over the hills beyond the cracked window. From it, a blaze of light separated and floated slowly through the glass. It settled to the floor in front of the group and disappeared with one last flare. In its place stood a tall, white winged unicorn mare whose impossibly long, sparkly mane and tail were striped in cyan, turquiose, azure, and purple; they waved gently in a non-existent breeze. She stood twice as tall as a typical pony, her eyes were magenta, she wore a gold tiara, necklace, and shoes; the the first two were set with a violet, diamond-shaped gem. Her cutie mark depicted the shining sun.

All but Twilight and Charles knelt silently before her, the latter merely bowed his head and raised a foreleg so that it was in front of his body and perpendicular to his other legs whereas the former stayed upright with a happy gasp.

"Princess Celestia!", Twilight cried out as she dashed over to the window, where the two nuzzled each other affectionately.

"Twilight Sparkle, my faithful student.", the princess replied. "I knew you could do it."

"But…you told me it was all an old pony tale."

"I told you that you needed to make some friends—nothing more."

"To be exact…", Charles spoke up as he stood straight. "You told her to 'stop reading those dusty old books', and you meant exactly that but she perceived it as an 'I don't believe you'. …Although you had that in mind, didn't you, Princess?"

Celestia gave a short nod. "Rather perceptive of you, Sir Charles." The orange unicorn smiled sheepishly as the others stood up again and the princess turned to her student. "I saw the signs of Nightmare Moon's return, and I knew it was you who had the magic inside to defeat her." Twilight began to understand and so did Charles. "But you could not unleash it until you let true friendship into your heart." She shared a look with the other five. "Now if only another will as well."

Everypony turned to one other part of the room, which was strewn with the smoking remains of Nightmare Moon's armor. There lay a second winged unicorn mare lying unconscious amid the debris. She was considerably smaller than Celestia (but was still taller than the average pony), she had a blue-violet coat, lighter blue hair, and the same crescent-moon cutie mark as Nightmare. She wore a navy blue necklace depicting the crescent moon and a tiara of the same color behind her horn. Blue shoes covered her hooves, and her eyelids were shadowed in the same color as her mane.

"Princess Luna.", Celestia called out. The mare awoke with a gasp, revealing eyes that were the same shade of blue-green as Nightmare, but without the catlike pupil shape. She lifted her head as Celestia walked over to her, also revealing a small, navy-blue tiara behind her horn. "It has been a thousand years since I have seen you like this." Celestia then sat down in front of her. "Time to put our differences behind us. We were meant to rule together, little sister."

"Sister?", the seven other ponies said.

"Oh, I think I get it.", Charles added as he and Twilight arrived at the same conclusion; Celestia and Luna were the two sisters in the legend, before the latter turned evil.

"Will you accept my friendship?", asked Celestia as she stood up.

Luna turned her face away as the suspense started to get the better of Twilight and company. They leaned in expectantly, with Pinkie going a little too far as she toppled to the floor. "Whoa!", she gasped.

Luna then made her move; she stood upright and nuzzled against her sister's chest as tears ran from both of their eyes. She is slightly more than half as tall as Celestia, her scared, quavering voice sounding closer to those of the seven ponies who have just taken down her Nightmare Moon form. "I'm so sorry!", she sobbed. "I missed you so much, big sister."

"I've missed you too.", Celestia replied.

Just then, somepony blew their nose, ruining the moment. Everypony turned to see that it was from Pinkie Pie, who had produced a handkerchief and was sobbing profusely into it. Waterfalls of tears cascaded from both eyes for a moment before she perked up to her usual happy demeanor. "Hey! You know what this calls for?"

"What?", Charles dared ask.

Back in Ponyville…

"A party!"

The village's meadowland, was fully decked out for a shindig and confetti and streamers rain down as Pinkie Pie and many other cheering locals raced through the meadow. A team of pegasus guards pulled a chariot bearing Celestia and Luna—on the ground, rather than in the air. The wheels had a sunburst design worked into the spokes and a crescent moon on the axle hub.

Spike bulled his way through the crowd to give Twilight the biggest hug he can manage, given his size, and all made obeisance to the sisters once they left the chariot.

Prior to their return to Ponyville, Twilight, Charles, and the other five mares—who have then been 'knighted' as the "Keepers of the Elements of Harmony"—have removed their jewelry and given them to Princess Celestia for safekeeping. The Sun Princess smiled gently as everypony bowed, while Luna seemed a bit uneasy before the crowd. Two pegasus fillies flew up to place a wreath of red and white roses around her neck and she directs an uncertain, slightly teary-eyed little smile at Celestia, not entirely understanding how she could be forgiven for everything she did, but accepting it all the same.

While all this happened Twilight and Charles now stood at a short distance and the former looked very downcast while the latter merely sighed. Celestia noticed her student's look and walked over to her.

"Why so glum, my faithful student?", she asked. "Are you not happy that your quest is complete and you can return to your studies in Canterlot?"

"That's just it." Twilight then turned to the saddened others and Spike. "Just when I learn how wonderful it is to have friends, I have to leave them."

"Spike, take a note, please." Upon hearing his name, as he stood between Applejack and Fluttershy, he took out a quill and scroll in hand and began to write. The Sun Princess began to dictate, "I, Princess Celestia, hereby decree that the unicorn Twilight Sparkle shall take on a new mission for Equestria." The others began to brighten considerably. "She must continue to study the magic of friendship. She must report to me her findings from her new home in Ponyville."

The uncomprehending look on said unicorn's face gave way to a grateful smile as the other five mobbed her, shouting congratulations. "Oh, thank you, Princess Celestia!", she cried out. "I'll study harder than ever before!"

There were cheers all around as confetti and streamers rained down. However, there was still one more slightly disappointed face; Charles. As he walked away, Celestia noticed him leave.

During the party, but elsewhere away from it…

Charles was walking alone, just about to leave Ponyville and enter the road leading back to Canterlot when he suddenly felt a presence. He then turned around and was suddenly face-to-face with Princess Celestia.

"Now, Charles.", she asked. "Why the sad face?"

"Well, your orders binding me to your student is over, Your Highness, so I don't have a reason to stay. Although, I might return to Ponyville someday.", he said.

"Well, I believe destiny has more in store for you, dear Charles."

"Maybe. While I did—and perhaps do—appreciate Twilight's company as well as her friends."

The Sun Princess nodded in reply as she then thought of something. "Hmm…is it permitted to start up another order for you right after the previous one has ended?"

Charles put a hoof to his chin. "Now that you mention it…I guess it is. If not, perhaps your status could change that."

Celestia gave a short chuckle. "Well then, here's your new order shall take on a new mission for Equestria. Stay with Twilight for a while longer."

"Thanks Princess. You can count on me."

"So that mean's you're gonna stay?!", a voice came. He then felt that somepony was on his back. He turned his head to see that it was Pinkie Pie.

"Pinkie?!", he gasped as he shook her off. "How long have you been listening?!"

"I heard the whole thing!"

He looked behind Celestia to see Rarity, who was the one who had spoken. Applejack, Rainbow Dash, Fluttershy, and even his former charge Twilight Sparkle were there as well and they all walked over to him, Celestia, and Pinkie.

"Wha…wh…" He turned to the Sun Princess, then gave a smile. He then turned to the purple unicorn. "Well, Twilight. Looks like I'm staying with you for a while longer." He was then mobbed by the six mares and as they cheered for him, and his smile widened, becoming more sincere.