Midnight and Oracle were greatly allowed to visit the castle in Canterlot. Prince Thorn, Princess Celestia, and Princess Luna all agreed that they and some of their friends deserved a tour. They brought along Cirria, Shard, Sparkplug, Lightning, Sapphire, Shia, Fire Star, and Midnight's brother's family. It was a rather large party, but the royal alicorns did not mind in the slightest. Twilight and her friends also accompanied them, as of the Princess's request.

The tour began in the main castle area, where most ponies are allowed to see. The grand hallways were decorated with fine stain-glass windows and fine tile floors. Prince Thorn guided them to a more favorite place of his, the gardens. There were a variety of flowers and a variety of plants. The statues that decorated the gardens were also very impressive. But for some reason Prince Thorn did not stay there for long. Midnight, however, separated from the group. He walked towards a rose bush and reached out to pluck one.

Before he grabbed it, he noticed Lightning strayed away from the group as well. Midnight hid behind the bush, watching him. Lightning stopped in front of one statue. Midnight had no idea what the statue was or who it was. The creature looked like a mixture of animals. It had the head of a pony, a eagle claw, a lion paw, a goat hoof, a dragon foot, a snake tail, an eagle wing, and a bat wing. On its head were two different horns and one fang stuck out of the side of his mouth. The statue's body and face seemed like it was in horror. Lightning sighed as he approached the statue. "Looks like you were imprisoned yet again old friend" he said. Lightning's horn began to glow as he gently placed it at the foot of the statue. The statute slowly began to crack, as the crack grew up along its body, arms, and head. "At least now you will have someone of your side when you get freed…"

Midnight gasped as Lightning went away. The statue began to slightly glow through the cracks on its body. Midnight quickly ran inside after the others. But when he entered, Lightning was right beside Fluttershy, as if he never left. Midnight shook it off as Prince Thorn continued the tour. Princess Celestia and Princess Luna entered the room. "Hello everypony" said Princess Celestia, "Are you enjoying the tour?"

"Yes we are Princess" said Color Burst. "I would like to thank you for allowing us here."

Celestia giggled, "Well, your thanks are more than welcomed. Now, I would like to present something for this little tour." Celestia turned as she led the ponies into a rather large room. Along the sides of the hall were large stain-glass windows. Each one seemed to tell a story. "This is what I like to call the Hall of Harmony" she said. "In behind those locked doors, lie that Elements of Harmony."

"What are the Elements of Harmony…?" asked Midnight.

Celestia smiled, "The Elements of Harmony are six powerful gems that hold limitless power. Each Element represents a different quality; Honesty, Kindness, Generosity, Laughter, Loyalty, and Magic. Whoever wields them will have their power. However, only ponies with the six gifts can wield them. As of now, only six ponies can use them."

Cirria trotted over to one of the windows. She smiled, "Hey look, its Twilight!" The others walked up to the stain glass window. One the window was Twilight, along with Fluttershy, Rarity, Applejack, Rainbow Dash, and Pinkie Pie.

"Yes, Twilight and her friends have proven to be the users of the Elements" said Princess Celestia. "They have saved Equestria not only from Nightmare Moon, but also from Discord."

Midnight could have sworn he heard Lightning chuckling, but it was probably just him imagining things. However instead, he heard a small scream of pain from Shia. He turned to see Sparkplug beside her, his horn cracking with electricity. "Sorry, my horn sometimes goes haywire with energy" he said. He turned away, but another loose spark emitted from his horn and hit Oracle. Midnight walked forward with his spike glowing. Sparkplug backed up, "No wait Midnight I…" Another spark hit Midnight, causing the blast from his horn to miss fire. The black beam bounced off the glass windows in the hallway. Everypony pony ducked as the beam bounced around the hall. The beam finally hit Sapphire's necklace, and ricocheted into the door. The door glowed black for a sec before the energy dispersed. Afterwards, a wave of rainbow-colored energy flew through the room.

"What did you just do?!" shouted Princess Celestia.

Midnight quickly ducked against the wall, covering himself with his wings. "It was an accident I swear!" he shouted. "I was only going to cast a cancelation spell on Sparkplug so his energy would go down!" Midnight cowered in fear against the wall. He was afraid that Celestia might throw him into the cells, or worse banish him. But he felt a calm wing on his shoulder. He moved his wings and looked up, seeing Celestia smile.

"Midnight, I do not blame you entirely" she said. "But that spell troubles me. Behind that door were the Elements, and that spell could…" Suddenly, laughter ran through the empty halls. Twilight, her friends, and the three royal alicorns looked around in anger. "Discord, show yourself!" shouted Celestia.

A light flashed on one of the windows, a stain-glass version of the statue outside began moving on it. "What's the matter Celestia… you don't seem happy to see me" he said. "Well it is expected, especially since you turned me to STONE!"

"We defeated you twice, we can do it again!"

"Oh… how quaint… but the Elements seem to be missing. Oh don't bother looking; I already cleaned that room out for you." Celestia glared at Discord as he quickly changed to another window. He startled Cirria, Sapphire, and Oracle. "My my, I must say the few years I have been imprisoned must have drawn out the more… unique ponies." Discord's eyes went wide as he quickly teleported between windows again. He appeared right on the window Midnight was looking at. "Well, I never thought I would see that day. I never believed I would see another pony like you… You must be Midnight…"

Midnight said nothing in response. He was shocked that he saw another pony like him! Celestia walked to the window, "You shall not mess with the minds of my subjects. How did you escape anyway?! Even with the Element's connection gone, it would still take years for you to get out of your prison!"

Discord laughed as he teleported from the window. He reappeared in the room, standing tall and proud. "Oh, unlike you Celestia, I have some good friends…" Lightning stepped out from the crowd and stood beside Discord. Everypony gasped, especially Fluttershy. Lightning smiled, "It's time to pay for what you have done Celestia!"

Twilight and her friends, well everypony except Fluttershy, stepped forward in protest. Discord laughed, "You silly little ponies still want to fight me. Alright, I will tell you where you're precious Elements are, but I will tell you my way." Discord disappeared and reappeared behind the group, causing all of them to turn. "Thinking of the past will simply draw a blank. But instead think of the origin of your flank."

With that, Discord and Lightning disappeared from the room entirely. Fluttershy was still in shock that Lightning would leave her like that. Twilight was deep in thought, trying to translate Discord's riddle. "The origin on your flank…" she said, "What could that mean?" Midnight pondered as well. At first it was about what Discord said about him, but it then turned to his riddle. Something about it made it obvious, but he couldn't place it. "Think girls" Twilight continued, "The last time Discord's riddle tricked us. We need to make sure that we get it right. What is the origin of our flank?"

Midnight got it. "It's not our flanks he was referring to" he started, "But the marks on it!" Everypony turned to him. "Discord's riddle must have hid the Elements where each of you received your cutie marks!"

Twilight nodded, "That sounds right Midnight! Alright girls, we need to…"

"No Twilight, you can't do this alone" said Celestia. "Discord now has Lightning as an ally. He isn't doing the same as last time, causing chaos. We need to pair each of you up."

"Let us go princess" said Midnight. Celestia turned to see not only Midnight, but Oracle, Sparkplug, Shard, Sapphire, and surprisingly Shia. "We were able to help before, let us do it this time."

Celestia smiled, "Midnight, I was hoping you would say that. Alright, your assistance is greatly thanked."

"Let me come too Daddy" said Cirria.

"No Cirria" said Color Burst. "I'm not so sure about this Discord being, but he seems pretty powerful. You will stay with us while he goes off." Cirria pouted but agreed. Midnight hugged his daughter and approached his brother, "Take good care of her brother…"

Color Burst nodded as Midnight and the others spilt off. Unknown to them, Discord and Lightning were watching them from above. Discord chuckled, "Oh, the little ponies think they can overpower me by sticking together. Lightning, I believe that your puppets could help me with this matter."

"Of course old friend" said Lightning. "But, you seem different. What are your intentions this time…?"

"That is me to know, and for everypony else to find out later." With that said, Lightning and Discord vanished with a snap of Discord's fingers.

---

Applejack and Sapphire walked down the path through Ponyville. So far, none of Discord's magic seemed to be taking effect yet. Applejack was slightly mad because she was with Sapphire. Snakes gave her the creeps, and Sapphire fit the description very well. But, she had a mission, and she wasn't going to let a strange pony ruin it. Sapphire was slithering behind Applejack, but she could tell what she was hiding.

"Lisssten… Applejack…" Sapphire said.

"No time partner, we need to get to my farm before Discord does something" said Applejack.

Sapphire stayed quiet as she followed. The farm was in view, but Applejack stopped. Her eyes grew and her breathing was fast. Sapphire slithered up, confused on what was troubling her. Once she looked in the same direction, Sapphire understood. The farm itself was intact, but most of the apple trees were twisted into knots and spirals and such. Applejack quickly galloped to her farm with Sapphire following her as fast as she could.

"Apple Bloom, Big Macintosh, Granny Smith, where are y'all?!" she shouted as she ran into the farm.

Sapphire slithered underneath the many twisted trees. Some apples began to fall, some feeling as hard as concrete while the others felt squishy and soft. Sapphire watched as Applejack rushed around her home. "They aren't here!"

"Applejack, lisssten, we need to get the Element of…" Sapphire managed.

"I don't care for the Element now! I want my family back!" Sapphire quickly lashed her tail out and grabbed Applejack. Applejack fought against her tail, trying to get free. "What the hay are you doin'? Let me go right now!"

"APPLEJACK!" Sapphire shouted, "I know you love your family, and I know you would sssave them no matter what. But we need to find the Element firssst. I may be a sssnake and I may be the ssshadiessst, but I know what isss right and what isss wrong. I am probably the mossst unlikely pony to be giving a talk to you now, but we need to find the Element firssst."

Applejack settled down almost instantly. Sapphire's tail unwrapped, allowing her to move. "Sapphire, that be might honest of you" she said. "Now, I believe I saw my cutie mark once I reentered the farm."

"Well, thank you for clearing that up" said a voice. Applejack and Sapphire turned to see Jewelripper. Her toothy smile and glittering gemstones blocked them from the entrance. "You thought that this would be easy for you? Discord and Lightning are going to make sure you either fail to find it, or I must grab it first."

Applejack stepped forward, "And what about my family?!"

"Your family… I have no idea what you're talking about, 'sugarcube'."

Applejack grunted before she lunged at Jewelripper. Jewelripper, however, sidestepped and lashed her tail at Applejack. Applejack was hurled through the air, and suddenly slammed into a wall of gemstones. Jewelripper had her claws inserted to the ground with a large smile on her face. Applejack took a nasty hit into the hard face to the crystal. "In all honesty Applejack, I think you should have thought this one through" she said with a smile.

"In all honesssty, I think I ssshould ssshut you up!" Jewelripper was slammed in the face with Sapphire's tail. The sharp tip managed to cause a gash to form in the wood on her face. Sapphire posed like a traditional snake would. Jewelripper smiled as she quickly charged to Sapphire. Sapphire instead of dodging, she let Jewelripper hit her. As soon as she made impact, Sapphire began to coil around her body and tighten her hold. Jewelripper's wooden body began to crack and moan from the amount of pressure. She tried to get out of the hold, but Sapphire remained content. Her face went right next to Jewelripper's, "Let me tell you once and once only, leave thessse poniesss alone!" With that, Sapphire hurled Jewelripper across the land. After Jewelripper was gone, Sapphire slithered up to Applejack and helped her up, "Are you alright Applejack…?"

Applejack cleared her throat and stretched slightly. She winced in pain a little, but she managed to stand. "Yeah… I'll be fine" she said. "Thanks a ton for helpin' me back there. I should have trusted ya from the start…"

"Hey, I do not blame you. If I wasss in your place, I wouldn't trussst myssself either. I may not be the mossst trussstworthy, but I mussst be honessst about myssself in order for othersss to trussst me…"

After Sapphire spoke her words, a bright green light emitted from the front sign. Sapphire carried Applejack in front of the sign. In the middle of the sign, was a green apple-shaped gem with a golden collar. Sapphire raised herself on her tail, allowing Applejack to reach it while on her back. Applejack placed it on her as the shimmer died down. "Alright Sapphire, back to the castle and fast!" she said. Sapphire nodded as she slithered back down the path she originally took. The changes to Equestria began to worsen.

---

Oracle and Fluttershy walked near the outskirts of Ponyville. Changes were small, but they were very strange. The trees were twisted, some pieces of the earth began to float, and some animals had unusual parts. Finding where Fluttershy received her cutie mark would be tricky, especially when Fluttershy wouldn't speak up about it. "Fluttershy, please tell me something that could help us!" shouted Oracle.

Fluttershy stayed quiet at first. She hated it when ponies yelled at her, and she hated to be alone. Oracle was with her, true, but Fluttershy doesn't know her very well. But, the situation at hand was very grave. "Well…um… where I got my cutie mark is… difficult…" she said quietly. "When I fell from Cloudsdale, I…um… was carried by a swarm of butterflies. The swarm carried me around as I sang and watched the other animals. For all we know, we could have passed it already."

Oracle quickly grabbed Fluttershy and hid her behind a tree. She placed a hoof to her mouth, indicating to stay quiet. The pair glanced behind the tree, seeing a familiar puppet slithering around. It was Hebihime, and she too was looking for something. "I still can't believe that Lightning is with Discord" said Oracle. Fluttershy whined slightly, looking like she was on the verge of crying. Oracle tried to calm her down, but Fluttershy's cries began more audible. The tree behind them began to slowly dissolve from a sickly green liquid. Oracle turned and saw Hebihime behind them.

"Might I ask what you two are doing here?" she asked, "It can be dangerous out here, especially with Discord's magic taking hold." Hebihime saw Fluttershy crying and started to approach her. However, she met with Oracle's tail first. The hit wasn't that hard, but it was enough to knock Hebihime back. She recovered from the small hit, "That didn't seem very nice."

"Hebihime, Fluttershy is too sad to defend herself" said Oracle. "Why are you with Discord anyway? From what I have seen, Discord seems evil!"

"Our master is his friend, and any friend of his is a friend of ours." Hebihime lurked back and spat out another glob of venom. Oracle quickly dodged the glob before it made impact. A sizzling crater was now where Oracle was before. Hebihime slithered around her, her hood scaring Oracle slightly.

"I don't want to hurt you Hebihime…" Oracle said.

"That's a surprise… especially after the feats of aggression you displayed before."

"Hebihime, I only act violent when my friends and loved ones are in danger. I would never hurt an innocent pony unless I needed to. Look at Fluttershy; she wouldn't harm a single little animal, let alone a pony. Please Hebihime, don't do this."

Hebihime was silent and torn. She knew both Lightning and Discord. Lightning acted the

same, but something seemed different about Discord, well at least to her. But, Lightning is her creator, and she knew the penalty for disobeying. "I am sorry Oracle, but Lightning's orders were clear."

Oracle shuddered as Hebihime's hood seemed to grow more fearsome by the second. Oracle tried to block her hood with her tails, but the glowing eye markings seemed to pierce through her feathers. Hebihime's hood was made so that she could scare even the bravest of ponies into submission. Oracle wasn't that brave, so Hebihime believed she could scare her no problem.

But, she did not count of Oracle's quick thinking. Oracle closed her eyes and uncovered her face. She no longer saw the scary hood or its effects on her. Her black vision was changed when she activated her aura sensing abilities. Oracle learned that she could control how much detail she could take in. She could see the simple outline of things, or go into so much detail that it would be like looking through normally. And right now, Oracle only saw the outline of Hebihime, her hood designs were not there. Oracle began to swing her tail at Hebihime, driving her back. The attacks were not hard or fierce; they were just to get her away.

"These are not attacks Oracle" Hebihime hissed, "You are not harming me in any way."

"Uh…excuse me Hebihime" Fluttershy spoke as she flew beside Oracle. "I…uh… I believe you should leave…"

"Fluttershy, Lightning may have feelings for you, but I cannot just leave. Not unless I have the Element of Kindness."

"Uh Hebihime, I think I have to agree with Fluttershy on this one" said Oracle. "You might want to…"

"I told you both, I am not leaving without…"

"No…uh Hebihime, I do not mean leave us. I was just saying leave the spot you are in right now."

Hebihime looked confused but shifted her gaze down. Her wooden body was currently overtopping several anthills. The ants were now crawling over her body. But, Hebihime looked at these ants more carefully. They were not red or black, they were tan. And their pincers were not smooth, they were jagged. Hebihime flinched back, they were termites. They quickly began to burrow into Hebihime, causing her to scream in pain. She quickly turned around and slithered off, trying to get these termites off and out of her.

"Do you think she'll be okay…?" asked Fluttershy.

"I am sure she will be fine" said Oracle. "You really are the Element of Kindness, caring for your enemies as well as your friends…"

"But Oracle, you showed true kindness. You stood up for me when I couldn't even move. You're a true friend, no wonder Midnight likes you."

Oracle blushed when she mentioned Midnight. He was really sweet. A small shine blinded Oracle and Fluttershy for a few seconds before their eyes adjusted. Hanging in a tree was the Element of Kindness. Fluttershy flew to the top branch and placed it on her neck. Oracle looked at the Element in awe. The necklace Midnight gave her was more beautiful, but the Element had a certain… mystical feeling. With their mission completed, the pair left back for Canterlot.

---

Rarity trotted down a dirt path while Shia hovered above her. Rarity regretted walking on the path, but she needed to get to where she found her cutie mark. Shia saw her discomfort and flew lower, "Uh…Rarity… if you want, I could try to… carry you…"

"Oh no dear, I am fine" she said. "But that is very generous of you. I can walk; I just wish there wasn't all this dirt." After Rarity said that, she suddenly slipped and fell. She stood up, covered in suds and bubbles. She slightly sighed and started to brush the suds out of her mane. She and Shia looked at the path in front of them. The dirty trails were now soapy water and suds. "Well, this is one way of fixing it" Rarity said. "A Discord original… how quaint…"

"Discord…original…?" asked Shia.

"Discord did this same thing before. If you ask me he could have done something a little different so it doesn't seem so tacky…" At that moment, a sudden wind blew onto Rarity. The soapy path provided no friction, so Rarity was quickly blown away. Shia flew above the gust but quickly flew in Rarity's direction. She grabbed hold of Rarity and prevented her from moving anymore. Rarity got up, but her curled mane suddenly fluffed. She screamed, "MY BEAUTIFUL MANE!"

Her crying was replaced with laughter. They both turned and saw Windrunner. "Oh, what's the matter? Did the model get her hair messed up…?" she said before laughing some more. "You are so pathetic, you worrying about your looks and being clean…"

Rarity levitated a brush and began to straighten her mane, "Well, like I would take advice from a block of wood."

Windrunner stopped laughing and went to growling. Several slots on her body opened up, the sound of rushing wind could be heard. "You want to get your hooves dirty too prissy pony?"

Rarity glared at Windrunner. Shia backed up and hid inside some tree branches. She never saw this between two girls, but she knew that it could get messy. Rarity humphed, "You know, I am not the dainty little fashion designer that everypony suggests. I do not mind using a bit of, magic…" Her horn began to glow a light blue hue. The ground began to rumble slightly, causing Windrunner to go off balance. Several gemstones in a variety of colors launched out of the ground. Windrunner was shocked, but she smiled at her attempt. Windrunner inserted her claws into the ground and released all of the wind through her vents. The gemstones were quickly blown away. The wind currents started to blow Rarity away, her grip on the ground slipping. Rarity tried to fight against the currents, but Windrunner's currents were forcing her back.

Shia poked her head out of the trees. She gasped at the situation at hand. Windrunner's currents weren't doing much, but the soapy ground was preventing her from staying still. They were resting on a cliff, meaning Rarity would eventually fall off. She couldn't let that happen, not to a friend. Shia quickly flew out of the tree and tackled Windrunner. However she was slightly late. Rarity clung to the edge of the cliff, she was managing to hang on, but who know for how long. Windrunner recovered from the hit, just in time to see Shia on the ground. With a quick jump, Windrunner was now on top Shia, holding her down.

"Well well, never thought I would see a bug this big before…" Windrunner taunted.

"I'm not a bug, I'm a Changeling!" Shia shouted.

"Whatever. Bug, Changeling, you both are quite a horrible sight." Those words stung Shia deep. Of all things, she was never called ugly. And with her being very sensitive, tears began to form. "Oh, did I hurt your feelings? You creepy creatures are only powerful with your queen around. Alone you are nothing. Now, be a good little bug and buzz off while I deal with a certain unicorn."

Something ignited with Shia's heart. She was sad and crying at the moment, but seeing Windrunner talk about her was infuriating. Then, she was talking about dealing with Rarity. Shia could not imagine Rarity falling to her doom, or Windrunner using her as a snack. The emotion bubbling inside her was a new emotion, it was anger. "I'M A CHANGELING!"

With that, a glob of green slime hurled out of her mouth. It hit Windrunner's back, causing her to back off. Shia hurled a few more globs before her entire back was covered. "Why you little pest! Take this!" Windrunner growled as she focused on releasing a large jet of wind. Yet, no wind blew. Windrunner kept trying, but the globs of slime blocked her vents. Shia then charged Windrunner head on. Windrunner was knocked back, but her claws prevented her from sliding too far. "You think you can keep me from obeying my master's orders?! Who do you think you are?!"

Shia hovered a good few feet in front of Windrunner. Her blue eyes glinted with power as her small horn glowed. "I am Shia, and I am a Changeling that will kick your sorry wooden behind off this cliff!" A beam fired from Shia's horn, knocking Windrunner clear off the cliff despite her grasp on the ground. Shia could hear Windrunner's howls as she pummeled to the ground below. "Good luck flying you…you… you block of wood!"

"Uh Shia, could you be a dear and HELP ME UP?!"

Shia almost completely forgot about Rarity. She quickly hovered to where Rarity was and grabbed her hoof. Shia then gently lifted Rarity of off the cliff's side and onto safe ground. Rarity brushed her hooves off of any dirt she may have touched and turned to Shia. "I must thank you Shia, I never knew you had it dear" she spoke.

"Have what…?" asked Shia.

"Well dear, not to sound offensive, but you do not seem that powerful. You are a simple Changeling, so there should not be that much power." Shia's wings drooped when she heard Rarity's explanation. "But…" Shia raised her head to see Rarity giving her a warm smile, "Your generosity and friendship overpowers your fear and abilities, giving the power you need. I sincerely want to thank you for what you have done."

Shia was on the verge of tears, but these were tears of happiness. Shia gratefully hugged Rarity for her sweet words. A large rock that was lying on the edge of the cliff suddenly shook. Shia backed away, but Rarity was intrigued. "I remember that rock…" she said. The rock split open, revealing the Element of Generosity. Rarity and Shia looked in awe as they carefully went over and grabbed the necklace. The necklace fastened itself onto Rarity's neck. Rarity turned to walk, "Now that we are done here, we should ah!" Rarity slipped on the soapy cliff and slid down it to where Ponyville was. Shia couldn't help but giggle as she hovered after her slipping friend.

---

Pinkie Pie, as happy as can be, was somehow managing to hop down the soapy road. Sparkplug, on the other hoof, was slipping back and forth. When he fell down, he always kept his horn up. Water and electricity do not mix, and he still hasn't been able to discharge the electricity that's inside him. "Pinkie, why are we out here?" asked Sparkplug, "I thought your cutie mark was from making parties…"

"Of course it is silly!" she exclaimed with happiness. "I mean what else could it be? My mark is balloons! Honestly, how many other things do you think I can do? Huh, huh?! Well, I'm sure there are other things besides parties that balloons could be used for. I mean we were once able to go into Cloudsdale in a balloon, but that was a hot air balloon. And there was that other time that…"

"Pinkie, can we get back to my original question?"

"Oh, sorry there Sparky" Sparkplug slightly grumbled at that name. That wasn't his name, and since his parents arrived, he doesn't want anything to do with his original name anymore. "Well, I did get my cutie mark from a party, the first party I ever made!"

"And that would be for…"

"I made it for my family. You see, I once lived on a rock farm and…" Pinkie Pie stopped when she noticed that Sparkplug was staring off into space. "What's wrong there Sparky…?"

Sparkplug said nothing, not even moaned from the comment. He gently grabbed Pinkie's head and turned it around to where he was looking. Pinkie Pie gasped like the time she saw Twilight. Her old home was still there in one piece, but it was what was around it that made her gasp. The entire fields were covered in many different sweets and candies. Sparkplug turned back to Pinkie, only to see her now gone. Pinkie Pie was eating away at everything she saw. "This is amazing!" Pinkie was somehow capable of speaking clearly when her mouth was full, "Cotton candy, gumdrops, cupcakes, I LOVE THIS PLACE!"

"I know it's like one big party!" Pinkie turned to see Ginger walking towards her. "But, sadly to say, the list doesn't involve you!" Ginger opened her mouth and a stream of water flew out. Pinkie was splashed and knocked into a cotton candy tree. Pinkie popped out, but instead of fighting she took a bite out of it. She was sprayed again and again. Pinkie wanted to fight, but with all of the sweets around her it was hard. "You are a true partier Pinkie Pie" said Ginger. "I respect that, but not enough to where Lightning is involved. I guess you should…"

Ginger was cut off when a lightning bolt hit the ground beside her. She turned and saw Sparkplug. "Ah man, I missed! How could I miss?! She's a giant walking puppet!"

Ginger sprayed another stream of water, but Sparkplug seemed to copy Pinkie Pie and bounce out of the way. Sparkplug was laughing the entire time, "Looks like Lightning forgot to build you with some accuracy!" Ginger growled as she continued her attack. The water bounced off of a large gumdrop and splashed over her. Sparkplug appeared from behind, "It looks like your all wet you croc!"

"I'M AN ALLIGATOR!"

Ginger started spraying around aimlessly, Sparkplug managing to dodge all of the water streams. Soon, the entire area around Ginger was covered with water. Ginger was panting from the excessive amounts of water she pumped out. Sparkplug jumped out, his horn crackling with electricity. "Be prepared Ginger, for you are in for quite a shock!" Sparkplug placed his horn on the puddle, the electricity spreading in all directions. Ginger smiled but the smile was drained as she actually felt pain. The water seemed within her body, where she could actually feel pain. The electricity followed, creating a great surge of pain. A sudden blast went off, launching Ginger away. Sparkplug panted and fell to the ground, "Oh man…it's hard trying to be like Pinkie Pie, it's exhausting…"

Pinkie Pie hopped over giggling, "Sparkplug you were hilarious! All of those small jokes you made, and the way you moved was so funny! I was laughing the entire time!"

Sparkplug nervously laughed but noticed that Pinkie Pie was now gone. He looked around the small farm, but finally noticed a fluff of pink. Pinkie Pie was by the silo, digging through it. Eventually, she came back out wearing the Element of Laughter. Sparkplug explained to her that they had to leave, but Pinkie Pie was too busy biting on a cotton candy tree.

---

Rainbow Dash and Shard landed on a cloud on the outskirts of Cloudsdale. Rainbow took in a deep breath, and then exhaled, "Ah, it's good to be up here." The two flew off of the small cloud and landed in Cloudsdale. "Now, I got my cutie mark when I performed a Sonic Rainboom on the flying course. So, all we need to do is fly the course so that we can find the Element!"

Shard trotted beside her easily. He knew her for a few months, but already understood her thrill. She probably just wanted to run the course like she used to. But, Shard managed to notice Cloudsdale. It was quiet, not a single Pegasus was flying around. Shard leaned down, "Uh Rainbow… isn't it strange that…"

"We're here!"

Shard stood dumbfounded as he looked at the race course. He has never seen it before. He grew up where Midnight was born. But, he smiled as he thought of the many young Pegasi that would fly through the cloud rings. It filled his heart with joy, maybe he would have a filly of his own. But, something troubled him. "Uh Rainbow Dash, look at those clouds…" he said with unease.

Rainbow looked up and her eyes went wide. Several of the clouds seemed to be on fire. Others looked slightly charred. Several rings were destroyed, along with a few pieces of the ground. Rainbow became suddenly angry, "There's only one thing I know that could have caused this…"

"Oh, are you referring to me…?" Rainbow and Shard turned to see Firestorm just land on one of the rings. Her smile was smug as her wooden wings ceased their flames. She placed her wings to her sides before continuing to speak. "Rainbow Dash, the wielder of the Element of Loyalty, it's ironic that we are both very loyal but on different sides. Why not come with us? I'm sure that…"

"What…Discord could use another puppet?!" Rainbow shouted. "Forget it! Discord is a threat to Equestria, and he must be stopped. Shard, stay here, I can take her…"

Firestorm chuckled, "Oh, can you now? Well then, let's see if you're as tough as you act."

Rainbow bolted off the cloudy ground, leaving a small stream of colors as she flew. Firestorm jumped off of the cloud ring and flew ahead of her. While Rainbow left trails of colors, Firestorm left trails of flames. It was hard for Rainbow to follow Firestorm's path exactly, but she was managing to catch up. Firestorm laughed as her body managed to pick up speed. Rainbow gritted her teeth as she strained her wings. Firestorm looked back, "Hey Rainbow Crash, you might want to lose some speed!" Firestorm flapped her wings, causing streams of fire to fly out behind her. Rainbow Dash stopped and attempted to stop by flapping her wings the other way. But sadly, the flames hit their mark. Slightly burnt, Rainbow fell from Cloudsdale. "Bye bye Element of Loyalty…" mocked Firestorm.

Suddenly, a black blur caught Rainbow Dash and placed her back on Cloudsdale. It was Shard, who was now raking his hooves on the puffy ground in anger. Firestorm laughed, "You honestly think charging will be your best option?" Shard leapt of the edge and flexed his mighty wings. However, he did not charge Firestorm. Even more so he never flew in her direction. Firestorm watched as Shard flew higher towards a series of clouds. "Hey, come back here!" Firestorm exclaimed while following him.

Shard had a plan. He promised a pony he would never do it, but that was because it was used on him. Shard pummeled through cloud after cloud. Firestorm was getting really annoyed by this. "Why don't you fight you coward?!" Shard was going to fight, he wasn't ready. It wasn't visible, but most of the moisture and water droplets that were in the cloud were now in Shard's coat. Once Shard hit that final cloud, he dropped instantly. Firestorm had to flap her wings from this sudden motion, flames flying everywhere. Shard, however, opened his wings and started to fly around Firestorm with great ease. Firestorm watched as the small flames she usually produces when she simply flaps her wings began to extinguish. "H-Hey! What are you doing?"

Shard managed a smile through his concentration-filled face, "You may be loyal to Lightning, but I'm loyal to my friends. So, be prepared to fall." The water droplets began to freeze as Shard began using his natural talent. The crystals began to collect and form around Firestorm. If there was one thing that could damage wood, it was ice. Firestorm's body was quickly encased within a massive crystal of ice. She fell like a rock towards the ground. Shard noticed a shimmering cloud and quickly grabbed it. As he pushed it back with him, Rainbow Dash recovered.

"Oh…what happened?" she asked. "Did she win…?"

"Against you… yes, against me… no…" said Shard. "I believe that this is the cloud that holds the Element."

With no further questions, Rainbow reached in and placed the Element of Loyalty onto her neck. Shard smiled as Rainbow too accustomed to the old trinket. The pair flew off, but Rainbow stopped Shard. "You best tell no pony that I was knocked out of the sky…" Shard imitated zipping his lips like a zipper and smiled. Rainbow flew off with Shard following behind.

---

Midnight's mind was in a rush. He trotted down the halls of the castle beside Twilight. Even though there was a task at hand, Midnight's mind raced. Discord mentioned that he had met a pony that looked like him. But that was impossible, only he had this look. There was no way anypony else could have his curse, was there? "Midnight…?" Twilight's voice of concern snapped Midnight back to reality. Midnight stopped and looked at his purple unicorn friend. "Midnight… are you feeling okay…?"

"Well, um, yeah… why wouldn't I be…?" Midnight answer was very shaky and halted. Twilight looked at Midnight with deep concern. She wondered if Discord had somehow started to taint Midnight already. Midnight shook his head and walked forward, "So, uh, where exactly did you get your cutie mark?"

"Well… I was just a small filly." Midnight sighed in relief as Twilight quickly went over her concern for Midnight. As she was explaining, Midnight's mind wondered off. How did Discord even know of a pony, let alone his name? Could it be possible that the pony before was… But Midnight was told his parents were an alicorn and an earth pony… His brother even said it… "And when Princess Celestia calmed me down, I realized that I not only have strong magic abilities, but I also got my cutie mark. So all we have to do is find the room I took my opening exam in and we'll… wait, Midnight were you even paying attention?"

Midnight sweated nervously but he mentally smiled. He had heard of this story from Spike, "You received your cutie mark when you tried to pass the exam for Princess Celestia's School for Gifted Unicorns… that is also how you got Spike…"

Twilight smiled contently as she realized that her friend paid attention the entire time. Her eyes wandered for a second, her head turning instantly, "I found it!" Midnight turned to the door where Twilight entered. The room seemed to be an expansive room with a large chalkboard and many rows of seats. It was probably a room for teaching many students at once. Down on the front podium, was the Element of Magic. Twilight rushed down the stairs and trotted over to it. "Once we have this, we can send Discord back to his stone prison."

Midnight smiled as their task was nearly completed. But, some form of danger rung through his mind. "Wait a sec… why would the Element be out in the open… unless…" Midnight gasped as he quickly galloped forward, "Twilight no, IT'S A TRAP!"

It was too late. Sharpfur quickly pounced on Twilight, knocking her to the floor. At the same time, a bright flash of light appeared in front of Midnight. Discord appeared right in front of him, clapping, "Oh, I do must say good job. But, I believe I need to be borrowing somepony right now."

Before Twilight could do anything, Discord grabbed Midnight and instantly teleported. Twilight managed to push Sharpfur off of her, only for the doors to be "suddenly" closed shut. Sharpfur's blades extended and started to whirl like wild buzz saws. Twilight's horn began to glow a bright purple, almost like it was about to explode. "You want to test your knowledge on magic…?" asked Twilight. Sharpfur smiled, "Be my guest…" The pair charged at each other with their own attacks.

Midnight reappeared within the Canterlot castle gardens. He slightly moaned at the small pain, but quickly snapped back to reality. Or, whatever was reality. Everything seemed twisted and misplaced. The ground, the sky, the random floating objects, everything seemed off.

"Like what you see?" Midnight turned to see Discord. Discord, however, was smiling his half-tooth smile and looking very happy. "I did this all myself; everything around you is possible because of me. Including…you…"

Midnight's heart skipped a beat. His curious questions have been bouncing around in his head the past few minutes more than Pinkie Pie hops in a day. Now, now Midnight had a chance to figure it out. "D-Discord… you mentioned before that you have seen a pony like me before… how did you…?"

Discord chuckled before wrapping his arm around Midnight. He grabbed him and brought his face close to Midnight's. "No now Midnight, I will answer all of your questions" he said. "But, what better way for you to understand, than to show you!"

Discord snapped his fingers and then drew a box in front of Midnight. The small box soon started to glow before the glow went down. Midnight watched the images in the box move like he was watching another life. Several small homes were built within a clearing in the forest. The box zoomed in on one house in particular. A pony walked out of the small home. His coat was purple while his mane and tail were brown. His cutie mark appeared to be a melted candle. He turned inside the doorway, "Dear, I will be leaving soon."

In stepped another pony. This one was an alicorn. Her mane and tail were a brilliant shade of orange as her coat was a hot pink. Her eyes were a wonderful shade of purple, and her cutie mark appeared to be a rising sun over a horizon. Midnight felt… calm when he saw her. "Oh Hot Wax, must you always work?" she said. Midnight choked when he heard the name.

"Now Sunrise" said Hot Wax, "We need the money to help raise our son."

"Daddy daddy!" Midnight's heart skipped a few beats, beat normally, and then skipped some more. From within the house, a small colt ran out the door. Midnight's eyes went wide, it was him as a small colt, "Can I go with you?!"

Discord snapped his fingers and the images stopped. "Now, before I go any further, I must tell you two things" he explained. "One, obvious, is that this is your family. The reason you are like this, is because of him." Discord pointed to the frozen image of Hot Wax. "You see, he was not originally like that. He was like… this!" With another snap of his fingers, Hot Wax's appearance changed greatly. Midnight's breathing got quicker. Hot Wax's new image was now almost identical to Midnight's, only with a few color differences and cutie mark.

"Now, you're probably wondering how he became what he was then" Discord continued. "You see your father was born like this many eons ago. When he was within his teenage years, he fell in love with an alicorn. Hot Wax knew how deeply he loved her, but he couldn't stand looking like he did. So, he went to yours truly for some help. He made a deal with me; I change his appearance so that he could hold no shame in loving this pony. But, he must give up his magic and wings and his offspring was cursed to carry the looks. Your brother Color Burst was the lucky one, he was born a unicorn. But, you were not so lucky. The moment you were made the curse took its effect on you. You came out looking like what your father once was. Your mother, Sunrise, was devastated, but Hot Wax told her the truth. She forgave him, but wondered how they would take care of you."

Discord went in front of Midnight's face, "Now the second thing is a warning, what is beyond this is very cruel… I am not sure if you would want to see this…"

Midnight told Discord that he wanted to know and Discord snapped his fingers while smiling. The images began to move again, but this time it wasn't the same day. The same household was being presented, Sunrise and young Midnight playing inside. Suddenly, Hot Wax burst through the door panting wildly. Sunrise noticed him disturbed but Midnight was too busy playing. "Sunrise…we need…to hide him!"

"Hot Wax… calm down…" she said soothingly.

"They're coming, they're coming!"

Suddenly, a blast of magic shot through the window and hit the other wall. The young Midnight began to cry from the sudden blast. Sunrise quickly ran into the other room as a few hard beats hit the door. Hot Wax quickly ran to it and held it shut.

"In the name of Equestria, open this door!" Midnight was stunned by this voice, it was Princess Celestia's! The door was beat down, knocking Hot Wax out from the doorway. Several guards flew in and dragged Sunrise out. Princess Celestia looked down at them both, "Where is the child?" The memory struck Midnight hard, he seemed to be actually remembering something like this. Hot Wax and Sunrise looked to the Princess with anger, "We would rather die than to tell you where he is!"

Princess Celestia's horn glowed as two swords unsheathed from the guards holsters. Each blade now dangled over each of Midnight's parents. "So be it…"

Midnight ducked his head and shielded his eyes. He did not want to see anymore. Discord snapped his fingers as the box disappeared. Midnight collapsed onto the ground in tears. Never in his life did he ever wish to forget something about his past. He only knew two events that happened, and the others were tolerable. But this, Princess Celestia was always kind to him.

"After Celestia killed your parents, you were indeed found" said Discord. "But Celestia knew that if she killed an innocent foal, she would have been thrown off the throne. So, she wiped your memory clean of you parents and anything that happened before the incident.

"Your father held these evil and dark powers that Celestia was trying to stop. That is why he wanted to change so badly, he no longer wanted to face the guards anymore.

Celestia knew that if they child grew up alone, then he would become a threat, and that you would be an evil monster."

It all made sense now. That was the reason Princess Celestia wasn't as surprised when they met the first time. Everypony was scared and nervous but her. She was as calm as a gentle breeze blowing through a wide open plain. The pain went through his head, but he felt anger beginning to rise up.

Unknown to Midnight, Discord was slowly hypnotizing him. The memory was conjured up so that he could use Midnight's true form. Midnight's eyes swirled with many colors as his body swayed slightly back and forth. Discord grumbled when he saw the others joined up. But, a smile returned to his lips. He went to Midnight's ear, "Listen dear friend… why do you think Oracle does not want to have any children. She knew that if she had one with you, her child would be cursed as well. Once Celestia finds you as a threat, she as well as everypony on her side will kill everypony you care about; your brother, your daughter, and especially… your girlfriend…"

With that, Discord vanished. Twilight ran but she stopped just before Midnight. "Darn it, we could have almost got him" she said. She noticed Midnight's strange swaying and gently tapped his shoulder. The swirling eyes vanished and Midnight turned around. "Hey Midnight, are you…" Twilight said nothing else as a pulse of black magic exploded from Midnight. Twilight flew through the air and was caught be her friends safely, but their focus was on Midnight.

Midnight opened his eyes, revealing a blood red glow with slit irises. He began to inch taller and gain more muscle. His front claws began to grow longer and sharper, the ground beneath them getting pierced by just resting on them. Armor began to form around them, making his legs even stronger. Midnight's wings grew much larger and appeared to be slightly torn. Spikes formed on the fingers of the webbing. Armor formed onto Midnight's body as if they belonged on him. The spikes resting on his head grew longer, following the growth of several more spikes on his head and on his neck. Midnight's transformation was complete. He now stood about a head taller than Celestia, his body radiating a dark black aura. Oracle gasped at what Midnight has become. He was just like he was in her nightmare.

Midnight was no longer himself. Discord's false vision was too convincing to him. Midnight wanted to stop the Elements, but his anger is what fueled him. "She wanted them gone… she wanted me to become a monster… anypony on her side is a threat…" Midnight's deep voice suddenly amplified, "YOU SHALL DIE FOR THEM!" Midnight's multiple spikes glowed with pitch-black energy. Multiple beams of energy flew from the spikes. Everypony jumped to the sides, managing to dodge all of the beams. Where they once were was now a large smoldering crater. Everypony gasped, but Midnight continued his constant attacks.

---

Lightning looked in horror as what he saw. Midnight's gruesome transformation frightened him slightly. His puppets also looked surprised. Discord appeared beside him with a large container of popcorn. He smiled and began to eat popcorn as he watched. "Ah… this is wonderful is it not…?" he said.

"Uh… Discord, what exactly did you do?" asked Lightning.

"Oh, I simply showed Midnight his past. Now, he will do my work for me."

"Wait… what are your plans? You seem different Discord…"

"Oh, do not fret my dear friend." Discord patted his head, messing his mane up. "My goals are the same, I just made a few changes. When I was out last time, Princess Celestia managed to undo my spell on the Elements, allowing them to trap me into stone. So, I need to get rid of them before I could finally cast chaos all over Equestria!"

Lightning and some of his puppets looked shocked. "But Discord" said Lightning, "That false vision you showed Midnight, he would…"

Discord laughed and simply waved his hand, "Yes yes, well not every plan can be clean, am I right?" Lighting looked devastated. Discord was using Midnight to get rid of Celestia and the Elements of Harmony. He was kind of happy that Celestia would be ridded of, but Fluttershy was one of the Elements. He couldn't stand to see her get destroyed. Discord laughed some more, "Oh, I think I see Celestia outside. I want to get a closer look!"

Discord disappeared, leaving Lightning alone with his puppets. They each surrounded him. "Lightning, are you… okay with this…?" asked Sharpfur. Lightning said nothing as he looked to the ground. He was silent for a while, before he finally nodded his head. Every puppet stood there, obeying and respecting their master's command.

---

The castle gardens were now in ruin. Several statues were in pieces, the ground was leveled in places, and most of the flower beds were destroyed. Everypony had some form of an injury. Midnight chuckled as the Elements of Harmony managed to get up. "You sorry and weak ponies have nothing compared to my power!" he spoke with pride. "You can't use the Elements on me, I can copy and overpower the spell!"

As much as it hurt to admit, it was true. Midnight's enhanced magic skills allow him to copy nearly any spell and add his own power to it. Twilight still wore the Element on her head, and she was still standing. She glared at Midnight, but her eyes went wide.

Midnight turned and his eyes narrowed. Princess Celestia walked out into the open. Before Twilight could warn her or Celestia could ask what was happening, Midnight jumped onto Celestia. His sharp talons were sinking into her snow-white coat, blood beginning to leak out. Celestia winced in pain as Midnight increased the amount of pressure. Midnight lowered his head closer to hers. "So Celestia… did I grow up like you wanted…?" he asked. "Did you expect this… oh no, you probably expected this scene the other way around." Celestia grunted from the immense pain and managed to look up at Midnight's evil form. "Don't speak, Discord already told me. You were in my village when I was a foal!" Celestia gasped through the painful grunts. "Oh, you did not think I would remember? Well, I guess your memory erasing spell was behind that. But now I know, and now you will suffer for what my parents suffered!"

A sudden blur of green knocked Midnight off of Celestia. Midnight's claws were still in Celestia's skin when he was knocked away. His claws left deep gashes in her body. Celestia screamed in pain as a few guards approached her. Midnight grabbed the green blur and threw it into the building. Midnight snickered as he approached it with waiting claws, but he stopped.

Lying in a small pile of rubble was Oracle. Midnight's heart broke as he looked at her body. Her pink body was stained with her own red blood. Her tail feathers were torn and ruffled. Her mane was in a complete mess, her wonderful feather lying limp. Her face was covered with small cuts and bruises. Her eyes lazily and weakly opened, her gaze resting on Midnight. Midnight's true self came back. He kneeled down and picked Oracle up. But, his talons pierced her skin once more, causing more injuries. Oracle grunted, "M…Midnight…wha… what have you become…?"

Several gasps caused Midnight to turn his head. Standing at the door were four ponies; Color Burst, Misty Fog, Easel, and Cirria. They were all filled with fear, but Cirria's expression was the most heartbreaking. She has never seen her father like this; even Wicked Oracle was not as scary. She backed up behind Color Burst in complete horror. Midnight gently dropped Oracle and began to walk in their direction, "Cirria…it's me… It's you Daddy…"

Midnight's new deep voice never helped Cirria calm down. She cowered behind Color Burst, "Get away you monster! You're not my Daddy!"

Midnight's heart was already broke. Cirria's words crushed his heart pieces into dust. Midnight backed up, scared of everypony now. The dark aura around him began to disintegrate and his transformation began to reverse. Soon, the old Midnight now stood within the group. Discord appeared within the circle with a wide smile on his face, "Oh great job Midnight! You showed those ponies what you are!"

Celestia got to her hooves and shot Discord a glare, "Twilight now!"

Twilight's horn glowed along with her Element. The other five came in close, their Elements glowing as well. The six ponies began to float in midair, surrounded in a bright white light. A bright rainbow of colors began to circle the group. Midnight looked at the spell with great awe. A bright rainbow shot out from the group and flew in Discord's direction. Discord smiled, "Lightning now…"

Lightning and his other puppets jumped in the way of the rainbow. Jewelripper's gemstones were hit with the spell, the rainbow reflecting and refracting. Twilight and her friends were surprised as they were hit with their spell. Even Celestia and her two guards were hit with the spell. Discord laughed as he came out from the pile of the puppets. Lightning's puppets were all knocked out.

"Why… Why didn't they work…?" asked Twilight. She and her friends all were recovering from their hits. "Why didn't the elements affect him…?"

"Oh why didn't the elements affect me, oh that is a good one!" Everypony turned to see Lightning step into view. "Surely Celestia has told you…"

"Tell us what you traitor!" shouted Rainbow Dash. Even after her hit, she managed to get up to her hooves. The lash she gave him wiped the smile off of Lightning's face.

"You're kidding me… you are absolutely kidding me! That all holy sun chicken didn't tell you!"

"Don't you DARE disrespect the princess!" shouted Rarity.

Lightning twisted his head, launching a rock to her head and knocking her down. "DON'T YOU DARE TELL ME TO DISRESPECT THAT BACKSTABBING TRAITOR! IF IT WEREN'T FOR HER, FIERY WOULD STILL BE ALIVE!"

Lightning's outburst scared Fluttershy to death. She instantly began to cry and lied down to cover herself. Lightning sighed at his impact on her but remained his facial expression.

"Who's Fiery…?" asked Pinkie Pie. Even nearly pounded to unconsciousness Pinkie Pie managed to keep her giggling and upbeat self.

"Hmph… so she really didn't tell you." Lightning began to pace around their tired bodies as they tried to get up. "Tell me might bearers of the Elements of Harmony, do you know where the elements came from?" The six bearers and the others around them shook their head. Celestia had a complete look of disgust, but she was too exhausted to move or speak in protest. Even Discord was interested in Lightning's subject, his ears perking up in response.

"We'er listnin…" said Applejack.

"Do you honestly believe that you six are the only ones that are the reenactments of the elements?" Lightning scowled as all of them nodded their heads, including Fluttershy. "Well you are not. Back in my time, a time where Discord ruled, there were six others. The elements never existed, but these ponies held their traits.

"General Goldheart, the most loyal member of the army. He represented the Element of Harmony. However his loyalty is what killed him…" Rainbow Dash seemed slightly scared of what loyalty could bring.

"There was Applebuck, the first member of the Apple family. He was the most honest pony you could ever meet. But he was a bit too honest to live…" Applejack shivered at the mentioning of her family.

"Gentle Breeze was a pegasi pony that cared for almost anything and everything to her greatest extent. But her kindness wasn't enough to save her own life…" Fluttershy managed to lift her head from Lightning's outburst, but what he said now scared her even more.

"Oldmare Ruby was the most generous pony that ever lived. She was generous enough to give homeless ponies food when she had nothing left to spare. Her generosity is what killed her." Rarity rubbed her sore forehead but managed to listen to what Lightning said. Her face had the utmost recognizable expression of fear.

"Tiny Tot, my dear childhood friend, she was the Element of Laughter. She could make anypony or anything laugh. I could tell that she… she died laughing." Pinkie Pie's usual cheery expression changed to sadness. Lightning was on the verge of tears, but he continued.

"Finally, there was the Element of Magic, my sister Fiery Strings. She knew all kinds of spells, both helpful and hurtful." Lightning's eyes welled with tears as some began to fall. "But… her magic couldn't save her at all…" Lightning recovered rather quickly, but tears were still present in his eyes. "Different ponies, but they were the same elements. Would you like to know how they died?" Everypony was silent; a long drawn out silence where you could hear a pin drop. But rather slowly, the six bearers of the elements nodded their heads. "The six ponies each died from a certain ruler. This ruler killed each pony, and took their spirit and defining traits to make the elements. Their combination of spirit and trait fused into a crystal-like case that held unlimited power. I believe that you are wearing them now…"

Everypony started to gasp in fear at these words. Each of the bearers looked upon their Element with great disgust. Fluttershy threw hers off and chucked it away from her. She collapsed on the ground in tears. Lightning was not finished, "And that ruler was known as… the one and only embodiment of the sun, Princess Celestia."

Twilight's eyes went as round as dinner plates. She turned to her ruler and tutor with great fear. She hoped that he was lying, she hoped that Celestia was not involved in this. But, when Twilight received nothing but an away glance, she feared the worse. Tears were beginning to form in her eyes as her active imagination went on at the scenarios the Princess went to make the Elements.

Although the gardens were full of sorrows, Discord was the only being actually laughing. Everypony's sad soft looks turned bitter and hard when they reached him. Even Lightning was confused, "Discord… why are you laughing…?"

"I just realized the work of my own plans" he said. "The Elements of Harmony cast a spell to turn me into stone, right?" Lightning nodded, unaware of where he was going with this. "Well, the spell was refracted and hit them instead. And that would mean that like me several years ago, they would turn to stone!"

Rarity's screams were very audible in the small passing silence. She looked down at her front hoof; it was slowly beginning to turn to stone. The other bearers looked at their bodies. Fluttershy was too sad to even notice, for she felt the feeling before and now it seemed like it was nothing. Pinkie Pie was in great shock as her entire body became encased in stone. Midnight turned to see that Princess Celestia and her two guards were also going through this transformation. Within minutes, Rarity, Applejack, and Pinkie Pie were complete stone statues. Lightning was nuzzling Fluttershy in tears, saying that everything will be alright. But, he no longer felt the warm embrace of her skin, but the cold surface of rock. He looked to see Fluttershy, frozen in a state of depression. Celestia and her guards became stone, along with the remaining elements. Each statue had the expressions of fear or sadness.

Discord quickly appeared in front of the scared stone Celestia. "HA! How does it feel now Celestia! I said I don't turn ponies to stone, but last time I check I wasn't the one who did it to you! Now that you are not using them, I will just hold on to them for you." The Elements of Harmony flew up from the six bearers and began to hover around Discord. "Now… I believe a little remaking is in order…" Each Element began to glow yellow. The necklaces and tiara began to melt away as the gemstone stayed. Then, the gem began to change its shape as the golden part turned silver. Soon, the Elements were mere silver orbs. Each orb had a different shaped gem surrounded by gold. "Now that they are out of the way, now I shall rule Equestria, and then the world! All of it will be reformed into my beautiful chaos!"

The sky above Discord began to swirl with strange colors. Discord laughed as his reign began. Lightning was still grieving over the loss of Fluttershy, forever imprisoned in stone. Midnight looked at the statues; each one was once a pony that tried to fight. Midnight then looked at the remaining ones, the ones he fought. They were too injured to fight, and some were too injured to move. Midnight hated himself, but blaming himself will not fix the mess. He stood up and approached Discord, "You shall not take over the world! I will stop you!"

Discord laughed as he brought his face close to Midnight's. "Oh really now…?" he said with amuse. "Well then tell me Midnight, how are you going to defeat me? The Elements of Harmony are in my control, the bearers are now in stone as well as their princess, and the others you brought along are too injured to fight. The only two able to fight are you and Lightning, but he's on my side. You will never defeat me on your own… NEVER!"

Discord laughter was followed by lightning in the skies above him. He kept laughing, but something was thrown into his face. Whatever it was, it was somewhat solid and blue. Discord ceased his laughter as soon as he was hit. He rubbed the stuff from his face, "Is this… paint…?" Discord turned and looked surprised.

Color Burst, Misty Fog, Cirria, and Easel were standing there. Midnight and Oracle laughed slightly when they saw Easel with a paint tube in his mouth. "You will not hurt my uncle!"

Discord laughed, "Oh, your uncle… You mean the same uncle who almost killed his own girlfriend?!"

"Hey! Don't you make fun of my brother like that!" shouted Color Burst. "Midnight has been through many things, and he always comes back through. I am his brother, and I will always forgive him."

"My Daddy is not evil, he's good. And we will help him!"

Discord was shocked at first, but his expression quickly changed. He was on the floor, crying tears of laughter. "Oh my… this is completely rich! You four ponies think you can defeat me?!"

"Not alone, but together yes."

Discord looked to see that all of the injured members before were getting onto their hooves. Shard, Sparkplug, and Shia were getting up. Sapphire was beginning to rise as well. Oracle, however, needed to lean on Midnight to get up. Another set of hoofsteps were heard, drawing Discord's attention. His eyes went wide with what he saw. Several more ponies stood behind the four from before. Midnight was surprised as he recognized them all. Ritani, Fire Star, Sunmist, Gameshark, Wavez, Rubyrumor, Merry Mistrel, and even Wisp was there. Princess Luna and Prince Thorn came out of the other entrance of the castle with several guards behind them. They saw what Discord has done, but they were too focused to be effected externally. Cirria quickly went to her mother's side and helped her up, "I went into town as said that you needed help. Everypony was nervous, but these ponies were not. They wanted this to end more than anypony out there."

Discord was surprised by the large amount of ponies that came, especially Rubyrumor. He could actually lose this fight, he could go back being a stone statue. But he remembered that the Elements were in his control now. Discord still laughed, but a slight bit of nervousness was in his laugh. Discord vanished and reappeared at the top of a tower. "Let this day be a very important day for you ponies, the day I became Equestria's ruler! But now, the rebels must be rid of!"

The Elements revolved in his hand as beams of light cast down. All of the statues in the garden, besides the imprisoned ponies, began to come to life. Everypony in the gardens began to back up slowly. Regular ponies would be easy to beat, but living statues? However all it took was one pony to draw the rest of the crowd in. Color Burst was the first one to gallop in, his multicolored magic surrounding his horn greatly. Misty drifted across the garden skies with her wings fanned out, a trail of fog following her. The fog drifted onto the stone ponies, causing them to stop. Although they were statues, they still needed to see.

"Alright everypony, time to protect Equestria!" shouted Midnight.

Everypony cheered as they galloped forward. The fog around Fire Star began to fall to the ground as his horn glowed. The fog condensed on the ground, forming into water. The water rose into a rather large wave, crashing into a squad of statues. Shard slammed onto their bodies, destroying them into rubble. He and Fire Star nodded before continuing.

Merry Mistrel was enthusiastic at first, but now she realized what she gotten herself into. She tried to avoid each statue, but they ended up closing in on her. She cowered but Gameshark jumped in front of her. The statues stepped back before beginning to close in on them. "Hey, you want to see why I'm unique?" he asked to the statues. He opened his mouth, revealing his sharp toothy grin. With a few chomps, the statue ponies fell over headless. Gameshark turned to Merry, who was very scared at the moment. But, she made a nervous smile to him, indicating she was safe. Gameshark smiled, but this caused Merry to laugh. Gameshark moved his tongue in his mouth, instantly began to spit rocks out. Merry laughed as Gameshark tried to get the taste out, "Oh man… who knew they would taste like… like…"

"Rocks…?" Gameshark blushed as Merry laughed at her own joke. He galloped back into the fight. Merry recovered, only to find a rather large statue in front of her. She backed up in fear as the statue came closer. Unknown to her, a bright pink aura began to wrap around her horn. "P-Please… stay back…" The statue stepped closer and closer, Merry's magic glowing brighter. "I said STAY BACK!" A beam of pink energy fired from her horn. Merry opened her eyes, seeing only a pile of rubble. "I…I did it…?" she looked around and noticed Midnight flying by. "Midnight, I did it! I used my magic!"

Midnight nodded just before flying off. Sparkplug and Sapphire were fighting side by side, each one taking out a statue from each other's side. Sunmist's wings flapped wildly, creating yellow and pink glittering winds. The statues were smashed to rubble from the strange and unique wings. Wavez was bucking away, knocking every statue. Midnight landed to help with a few of them, when some suddenly exploded. He turned, seeing Wisp doing her specialty. Ritani was destroying groups of statues with ease. Her powers were making statues go away with ease. Even Shia and Rubyrumor were fighting these statues. Shia's slime made the statues stick while Rubyrumor used some new abilities to destroy them.

"Daddy help!"

Midnight turned to see Cirria and Oracle, cornered by a small group of statues. Midnight began to fly, but several blasts of color flew by him. Every statue but one exploded in a array of colors. The final statue was taken down by Nova. Color Burst walked underneath of Midnight, "If Discord keeps those Elements; he can keep us down here until we're tired. You need to stop him brother, I know you can."

Midnight did not seem the least bit confident. The group of ponies helping was in fact beginning to get tired. Midnight looked down at his brother, for one last time. He flew towards Discord's tower, hoping to at least do something. Discord saw him flying up and laughed at his feeble attempt. The Element stopped spinning and fired beams of energy at Midnight. Midnight dodged left and right, each beam passing harmlessly by him. Midnight's spike glowed just before all of the Elements fired at once. Midnight fired a beam from his spike just before all of the beams hit him. The Element's power was strangely overpowered and the Elements were knocked out of Discord's grasp. The Elements separated and fell. They landed beside Shard, Sapphire, Shia, Oracle, Sparkplug, and Lightning. However, Midnight's blast knocked him back as well. Midnight fell to the ground, a large dust cloud formed from underneath. The dust cleared, showing a large crater where Midnight laid unmoving. Discord landed next to the crater, lifting Midnight with his own magic.

"Did you really think you could defeat me…?" Discord asked. "The only things powerful enough to defeat me are the Elements, and they are now useless only to those… who…"

Discord trailed off because a brightening light shone in his eyes. All of the Elements except for the one with Lightning glowed. The orbs lifted into the air and began to hover by the pony. Midnight managed to see the scene and smiled, "Of course…"

Discord looked at Midnight, "Of course what…?"

Midnight smiled, "Discord… Twilight… and her friends are not… they are not the only ones with the traits…" Discord dropped Midnight, but he stood up. "The Elements are no longer bound to them alone, they are capable of being used by anypony. But, they need to have the same traits as the Element themselves. You were able to use their power because of your magic, but you are not the only one with powerful magic."

Shard and the others Element holders nodded as they threw their element at Midnight. Each one collected around Midnight, glowing in its own color. The magical energy began to flow from the Element into Midnight. Midnight's cuts and bruises began to slowly heal as the energy now radiated from his body. The last one was by Lightning, and he was utterly shocked. "Lightning, throw me the last Element!" Midnight shouted.

Discord panicked, "No Lightning, hand me the Element. Remember who your friend is…?"

"Lightning, I'm your friend, Fluttershy is your friend, and we are all your friends! Are you going to let Discord get away with what he is doing…?"

"Lightning, remember what that cruel ruler Celestia has done to you…"

Midnight's eyes were filled with tears. "Lightning… look what's happening. Fluttershy is a statue, everypony is getting hurt, and Discord is planning to throw all of Equestria in all of his chaos. I know I have only known you for months, but do you really think Fiery would want this…?"

Discord growled and approached Lightning, "Do not listen to that freaky pony. I am your friend, your only friend for several years! Now give me the Element now!"

Lightning looked at Discord. He was not like the friend he knew a long time ago. He has changed. Lightning picked the Element up in his magic, and slowly moved it towards Discord. Discord opened his hands were a dastardly smile on his face. "Discord…" said Lightning, "It's been nice catching up with you…"

Lightning tossed the Element over Discord and towards Midnight. The Element glowed the brightest, casting a bright white light onto him. Midnight's entire body began to go through another transformation, but the light was too bright to tell what was happening. Cirria and Nova ducked beside Oracle, fearing that Lord Midnight would come forth again. The light dimmed down, showing what Midnight has become. Oracle's eyes lit up with glory.

Midnight could be easily be described as a god in Oracle's eyes. His height matched that of Lord Midnight, but he radiated a light aura that was filled with serenity instead of malice. His long mane and tail flowed like a calm breeze blew through it. His claws were sharp, but they were controlled. His once sinister bat wings were replaced with long and beautiful feathery wings. The black area of his coat and wings holds stars and galaxies as if he was made of stardust. His cutie mark changed to reflect not one of a curse, but that of a blessing. The six Elements still spun slowly around his head.

"Discord, your reign has to end." Midnight's new voice was as powerful as thunder, but as sweet and calm as an angel's. "For you see, I can copy and increase the power of any spell that I see. And I have seen the power of the elements…"

The Elements began to spin faster and faster by the second. The radiating colors began to increase by the second as Midnight's spike glowed with black energy. The two spells collided, a dark-colored rainbow formed and began to flow around Midnight. Discord backed away slowly, "No…no… NO!" Discord flew away, but Midnight fired the spell. The dark rainbow hit Discord, causing screams of pain to come from Discord. His entire body began to turn to stone. Discord tried to fight it, but his body was entirely encased in stone. Discord fell to the ground as a statue. But, his body slowly began to crack. A puff of dust formed as the statue of Discord fell into rubble. Midnight stepped away from what was Discord and approached his family. "Are you alright…?"

Oracle was still amazed by Midnight's new form. A red blush formed on her face as Cirria ran up to Midnight. She hugged his leg, "Daddy you're so big!" Midnight chuckled and kneeled to meet his daughter. The ponies that were turned to stone slowly began to get free. Everypony moaned in slight pain, but they recovered fast. Prince Thorn quickly hugged Twilight with small tears. Everypony was fine, all but one. Lightning sat on the ground in front of the pile of rubble. Tears of sadness fell from his eyes. His puppets all awoke, only to feel the same pain as Lightning. Fluttershy slowly approached him, "Stormy… are you okay…?"

Lightning kept his head down. No pony could feel the amount of sadness he was feeling. "He's gone…" he finally said. "The last friend I ever had is now gone. He was the only one that understood what I went through… and now he is gone…"

Fluttershy wanted to tell him, but she couldn't. She has been in that state of depression; it is very hard to get out of. Celestia looked down in sadness as well. She felt slightly guilty for the sadness he felt. The six elements slowly began to make their way to Lightning. His puppets and Fluttershy stepped back as the Elements circled him. They each emitted their individual colors, catching Lightning's attention. The light extended and formed around them, creating the shapes of ponies. Two were pegasi, two were unicorns, and two were earth ponies. Lightning took notice of the unicorn in red, "F-F-Fiery…"

The light pony nodded, "Yes Lightning, it's me…"

Everypony gasped, including Celestia. This meant the other ponies mentioned by Lightning were here too. Oracle closed her eyes and concentrated. She gasped, "It's… it's true… each one has their own aura…" Lightning slowly made his way to her, "Fiery… oh Fiery…"

"Lightning, you do not need to feel sorry for Discord. He has tricked you… he is the enemy, Celestia is…"

"NO! Discord is my friend Fiery… Celestia is the one who not only killed you but five others and took their spirits just to make the ELEMENTS!" Lightning looked up shocked; he never thought he would yell at his sister before. More tears began to form in his eyes at the thought of his sister's reaction.

"Lightning, we were not killed… we volunteered for this…" Lightning looked up in disbelief, but he looked at every light pony nodding their heads. "Lightning, the time when Discord reigned was a threat to everypony. Even with your magic, we would still live under Discord's rule."

"So we all volunteered to help stop him" said General Goldheart. "My time in the army was going to end soon anyway, so I decided to end my tour of duty with honor and loyalty. As long as you die knowing you did something great, that death shall not be unrewarded."

"Lightnin', you should not have even trusted that varmit Discord anyhow" said Applebuck. "We were tired of his shenanigans that we decided to fight back using the only things we have."

"Our bodies may no longer be with us, but our spirits live on" said Gentle Breeze. "We traveled through Equestria in spirit, watching over the ponies as if we were living."

"Back then not many ponies knew what generosity was" said Oldmare Ruby. "But as the years past, I was surprised by the amount that became that way. I overheard some of them mention me and decided to change their life. That is the best gift I could have ever given anypony."

"Sure it was hard to make ponies laugh" said Tiny Tot, "But watching others laugh is always fun!"

"You see Lightning, no matter when we died or how we died, we lived on" continued Fiery. "I watched you age, and I must say I am slightly mad. You lived your life in hatred of Celestia, and your cause of revenge was unnecessary." Lightning looked down to the ground in sadness. "But… you also made me so proud…" Lightning looked up at the aura of his sister. "You made many new friends, found a pony to call your own, and helped save Equestria not once, but now twice. You are a noble pony, and a great brother. I shall never forget you, no matter how long…"

The Element's glow began to dim as each one fell to the ground. Lightning cried, but these were tears of happiness. He found out that his sister was not only alive, but she cared for and remembered him too. The Element of Magic levitated off the ground and traveled to Celestia. Everypony, especially Lightning, was curious to what she was doing.

"Lightning, your dear sister was right" she started. "Each pony volunteered for this task. They were soon to perish on their own, but they asked if they could help out in any way. Even your dear sister, who gave me the painful task of wiping her spirit before it was her time." Celestia even drew a few tears. Lightning actually felt… sympathy to her. Something he hasn't felt in a long time. "But she was right on another thing; you have helped save Equestria many times. And now, I believe I should return the favor."

Midnight approached the Element and placed his spike next to Celestia's horn. The two focused their magic into the Element with great concentration. A blinding white light cast all around the gardens. Everypony shielded their eyes in response to this bright white light. When the light dimmed, everypony had to wait a bit for their eyes to recover. When they focused, there were two main surprises. One was that Midnight returned to his normal form, small and slightly scary as before. But another surprise was that a new pony was in front of Celestia. The pony had an orange tail and mane, a crimson coat, and azure hoofguards. No pony knew who she was, but Lightning and his puppets gasped.

Lightning was not sure how he was feeling. He hated Celestia for centuries because of what happened to his sister. He counted years to find a way to seek revenge and find another way to bring his sister back. Now, all of the hatred of Celestia seemed to vanish instantly. His limbs seemed to be as heavy as lead but shook like jello. He slowly took some steps towards the pony. The pony looked at her hooves in disbelief. Her expression was priceless when she looked at Lightning. They both quickly galloped to each other, embracing in a tight hug. They both cried tears of joy. Lightning's puppets and Fluttershy embraced in a large group hug. The reactions made the scene clear to everypony, Fiery Strings has returned.

Celestia was accompanied by Luna as she stared at the touching scene. Although touching, it also made Celestia feel guilty. Lightning missed his sister dearly, and Fiery's decision did not make it any easier on him. Discord has tricked Lightning for over an eon, but he finally sees the truth. "Sister" said Luna, "I am so proud of you… You rejoined a family bond that seemed to be lost for the ages. I believe this calls for a celebration…"

Celestia looked at the gardens they stood in. Discord's control caused every sculpture to be destroyed. It would take years more to redesign and carve more statues, that is if they don't have any idea on what to carve. Celestia smiled, "You are right dear sister, and I believe how we can thank them all…"

---

The day after the gardens were surprisingly back to its former glory. All of the statues were replaced, but they all had a large sheet over them. Princess Celestia, Princess Luna, and all of the ponies who risked their lives to help stood in front of the gardens. Everypony from Ponyville and Canterlot gathered in front of the group. Everypony on stage had a shining golden medal hanging around their neck. Well, everypony except for six. Midnight, Oracle, Sparkplug, Sapphire, Shard, and Shia all stood in a straight line facing the crowd. The six bowed as Princess Celestia walked to them.

"Mares and gentlecolts" she said, "I am honored for all of you to come on such a day. We awarded the ponies behind me with their bravery, but there yet a handful of ponies that still need to be rewarded." Twilight Sparkle, trotted aside by Prince Thorn, carried a box in her magic. Once she stood beside the princess, she opened the lid. Six medals each with a symbol of one of the Elements of Harmony lay inside. Celestia grabbed the box with her magic and trotted over to the line. "Shard" she began, "You are as powerful as you are well built. Your loyalty to the throne is not as powerful as your loyalty to your friends. I award you the Medal of Loyalty." Shard bowed his head as the medal went around his neck.

As Celestia approached Shia, the crowd began to complain. Shia backed away slowly, but Celestia's wing drooped over her, filling her with safety. "Shia, you have come a long way. You were once another drone under the command of the Changeling Queen. But now, now you are a proud pony among others. You put yourself behind others at all times. I award you the Medal of Generosity." Shia nervously walked forward as the medal went around her neck. Ritani and Oracle slowly clapped their hooves, everypony on stage following. Shia smiled as Celestia continued.

Sparkplug nervously smiled as Celestia approached him. "Sparkplug, if any you are the cause of the problem than the solution. Your behavior puts innocent ponies in danger and your magic in uncontrolled. But, you always stick with your friends and keep them laughing. For that, I award you the Medal of Laughter." Sparkplug still held a nervous smile, but he accepted the medal with honor. His horn sparked, but Sapphire placed her metal tip on it so the electricity hit her instead.

Celestia smiled as came to Sapphire. "Sapphire, you have a troubled past with several ponies. But you are true to your word and honest as can be. I award you the Medal of Honesty." Sapphire smiled as the medal went around her neck. It clanked as it hit her other necklace.

"Oracle…" Oracle looked up at the princess and bowed. "You have shown great kindness to ponies, including the ones you have only met for a short time. Most ponies would love to have the kindness you give. I award you the Medal of Kindness." The medal slipped around her neck, but it got a little tangled in her mane. Midnight helped her as Celestia walked in his direction.

"And finally, Midnight…" Midnight finished helping Oracle and then bowed to the princess. "Midnight, you are probably the one pony who has a reason to hate the world. Your past is frightful, your looks are not normal, and your abilities are dark. But, you go past your looks to help anypony in need. Your spells may be forbidden and evil, but you use them for good. I award you the Medal of Magic." Midnight bowed his head as Celestia placed the medal around his neck. It got caught on his neck spike, but it went around easily. The six faced the crowd and bowed, a roar of applause following. Celestia smiled, "And now, it is time I reveal the new statues of the Canterlot Gardens!"

With a quick flick of her horn, all of the sheets were removed. The crowd applauded, but the ponies with awards were all surprised. There was a statue for each of the ponies. The smaller ones were of Color Burst, Misty Fog, Easel, Fire Star, Ritani, Sunmist, Gameshark, Wavez, Prince Thorn, Rubyrumor, Merry Mistrel, and Wisp. Cirria laughed as her statue was with Nova. The larger statues were of the main heroes.

Lightning and Fiery stood on a rounded platform with the six puppets surrounding it. Oracle's was her standing tall with her tail spread out. Shia's statue seemed like an exact duplicate of herself. Sapphire's had her posing like a snake with her tail around the base. Sparkplug's statue showed him with his broken horn sparking with electricity. Whatever it was, magic probably made it happen. Shard's statue showed him standing upon a large ice crystal bed. The final statue was of Midnight. In fact, it was more like of two. Midnight stood at the bottom with his wings open. Midnight's god-like form stood behind him in the same pose. The crowd cheered as the others bowed. The group then went inside the castle for the celebration, the one Pinkie Pie helped Princess Luna plan.

Author's Notes:

All of this would not have been possible if it wasn't for my dear friend Hunter. Thank you