There were many different places in Unicornicopia; most were named after their colors.

Bluesville… Greenland… Orange-Range… but the central and largest area was called Rainbow City Central, where most Unicorns went to have fun, or do their duties. Lightning could see them all down below, the anthropomorphic unicorns having fun, going to work, or some just flying around.

"I should find someplace to land." said Lightning "Not around here. It's too crowded." said Krysta. With that, they both decided to fly around and look for someplace soft. There was a nice vacant area near a large garden with vegetables and beautiful flowers and plants. The perfect place to land…!

"Wow!" exclaimed Lightning as he gazed at the lovely flowers. "Double wow!" added Krysta as she hovered around sniffing the many sensational smells. "Mmm…!" But then her nose began to twitch, "Ah… Ah… Ah-Ah…!"

"Krysta…?" cried Lightning "Krysta, No!" but Krysta had already sneezed "AH-CHOO…!" and even though she was just a little fairy, that single sneeze caused the flower she sniffed to keel over and lose all its petals. "Oh! Oh my!" cried Krysta.

That's when a red unicorn came dashing over. "Oh, no…! Not again?" he groaned as he gently began to scoop the fallen flower into a pot. Krysta apologized but the red unicorn said it wasn't her fault. "They always keel over when they make someone sneeze. I can fix it, no problem. There's no finer gardener than me."

Lightning was amazed. "You mean, you grew all this?" he asked.

The other unicorn nodded. "My name's Buddy Rose. Code-Number: FT5H. I'm the caretaker of the community garden. I can handle any flower, tree, weed- anything that grows." and in no time at all, the flower Krysta had ruined was standing upright again, and Buddy didn't seem to use any form of magic but rather ordinary gardening.

"Hmm!" remarked Lightning. "That's amazing. Oh by the way… I'm…"

"Lightning Dawn…? I know." said Buddy. "The Grand Ruler told everyone to expect you."

"Uh… yeah… he did." said Lightning.

Buddy hated to dash off but he had a few other vegetables to take care of. "Oh I'm sorry to impose, but could you do me a really big favor?" he asked while giving Lightning a small basket of vegetables. "Ugh…!"

"Could you take these to the Rainbow Dish Inn, when you go through town? Please?" and before Lightning could answer, Buddy had gone off, "Thank you!" he called back.

"Perfect!" Lightning scoffed.

"Well… that went well." joked Krysta.

…

It was a good thing that Unicornicopians were anthropomorphic, meaning Lightning could just stand upright and walk on his hind legs while using his front legs like arms to carry the basket. "Oh! This is heavy…!" he groaned.

Krysta wished she could help. Though she was small, some of her fairy magic allowed her to lift objects hundreds of times her own weight, but the basket was much too big and heavy for her. "Why don't you sit and rest?" she suggested. "Good idea!" Lightning panted and slumped down on a bench, almost dropping the basket. "Oh! My poor hooves..!" It was times like this Lightning hated the fact he couldn't do magic.

Suddenly he heard someone say, "Excuse me…?" The voice belonged to an orange unicorn, wearing a red artist's hat, just up ahead who was painting on a canvas. "…you kind of walked into the way of the scenery."

"Ugh!" groaned Lightning, but then the other unicorn caught the sight of Krysta. "Is that a…fairy?" His eyes lit up like the sun. "Hold still, please!" he said with excitement. Krysta felt confused, but did as she was told, and in almost no time the artist showed her and Lightning his painting. "I shall call it… Fairy in the park."

Krysta thought it was incredible. It looked so real and she seemed so beautiful in the picture, much to Lighting's dismay that "I notice I'm not in there." he said to himself.

The unicorn introduced himself as Artie. Code-number: HV7J. He loved to pain, draw, and sculpt. "You should come to my art gallery sometime, both of you."

Krysta's eyes lit up, "We'd love to." She said.

"Yes… but we have an errand to." Lightning quickly said as he scooped Krysta in his right wing. "Let's go, Krysta!" and he ran off with the basket of vegetables, much to Artie's confusion, but he couldn't wait to tell all his viewers that he had just seen and painted a real-live fairy.

Krysta thought that was rude of Lightning. But Lightning thought Artie was a little too eccentric, especially how the way he acted as if he had never seen a fairy before, but that was pretty much the case as Krysta was the only fairy in the entire dimension, but that wasn't important now.

Right now they were exiting the park and could see the city up ahead, but what Lightning couldn't see, as the basket was blocking his view, was a yellow unicorn right out in front of him.

CRASH! The vegetables were everywhere. Lightning felt the whole world spinning. "What hit me?" he groaned.

He got up and the yellow unicorn apologized.

"I'm very sorry to have knocked you down.

I was in hurry to get into town."

Lightning apologized too, as she should have watched where he was going. He and Krysta, along with the other unicorn picked up the vegetables and putting them back in the basket…

"I'll help you as part of my task." said the unicorn "Say! Are you Lightning Dawn, may I ask?"

"Uh… yes… I am…." answered Lightning "And this is Krysta."

"Um… do you always speak like that?" asked Krysta.

The unicorn chuckled…

"If you mean if I always speak in rhyme…

The answer is yes… all the time."

"My name is XL7Z.

But if you wish, you may call me Rhymey.

I love to speak in Rhyme, you see.

…as well as writing odes and poetry…"

"I was on my way to a rendezvous…

…when I accidently ran into you

I hope that in future we can chat,

But if you'll excuse me, I must scat."

Then he flew off leaving a much confused but amazed Krysta and Lightning. "Wow! He sure loves to rhyme." said Krysta. "And to think we'll that when we meet him next time." added Lightning. Then he and Krysta realized they both just made a rhyme, and they were both not amused.

…

Once fully inside Rainbow City Central, Lightning felt lost. There were so many places, buildings, and unicorns everywhere. "Terrific! How am I supposed to figure out where to now?"

"Uh, Lightning…?" said Krysta. "Isn't that our destination right there…?"

Just ahead was a building with a chef's hat for a roof, and a sign with a blue unicorn that read "Cookie Dough's Rainbow Dish Inn."

Lightning looked annoyed. "So it is." he simply said. So they both headed right in.

The restaurant seemed packed. There so many unicorns of many colors, and number-codes. Some, who looked as if they had already eaten, were still eating. "They must've really been hungry." said Krysta. Then, as she sniffed the air, she could tell why. The smell of so many wonderful foods... "Oh! Oh my…! It smells so good."

"Krysta, this is no time to be thinking about food." snapped lightning, but suddenly he took a whiff and felt just as she did. "I've never smelled anything like it."

That's when the big doors to the kitchen opened and several waiters and waitresses came out holding tureens and trays of delicious hot foods, fresh tossed salads, fruits and pastries, and then… all the customers rose out of their seats and applauded as the head chef came out. It was that same blue unicorn from the sign on the restaurant. He wore a white chef's hat, apron, and his code-number was BP1D, yet everyone cheered "Hail Cookie Dough! Hail Cookie Dough!"

"Honored guests…" Cookie Dough announced. "You're admiration of my humble fare, is most appreciated. It fills my heart with joy to fills your stomachs with delight. Eat hearty, everyone!"

The customers all cheered and continued to feast, but Lightning followed Cookie Dough into the kitchen. "Um… excuse me… Cookie Dough?" he asked.

Cookie Dough turned round, "Oh! You must be the new delivery unicorn, just set those vegetables down over there in the corner."

Lightning did as he was told but then said, "Actually, I'm Lightning Dawn."

Cookie Dough turned round again. "You mean, THE Lightning Dawn? The new apprentice of The Grand Ruler…?"

"Y…y…yeah…"

Before Lightning knew it, Cookie Dough had given him and Krysta a special table right there in the kitchen and prepared a small meal for them, despite Lightning trying to protest that he wasn't very hungry, but Cookie Dough insisted, and the two were forced to watch him skillfully mix, mash, slice, and chop up all the foods he would use to cook with. It was almost hypnotic to watch.

"So, you're a cook?" asked Krysta.

Cookie Dough shook his head and explained that he was actually more of a chef than a cook. "A cook feeds the stomach. A chef nourishes the soul and educates the taste-buds."

Before Lightning or Krysta could say anything more, a meal was set before them. "Try it. You'll like it." said Cookie Dough. Not wanting to be rude, Lightning and Krysta took a little nibble… then like magic… it was as if something inside of them sparked. It tasted so wonderful; they just had to keep eating until not a morsel was left. Krysta didn't eat too much though due to her small size… to her a little food was a lot. By the time they were both finished, they felt as if they could hardly move.

It was no surprise that was what Cookie Dough was famous for. He could satisfy the appetite of anyone, even if they were even hungry.

Before Lightning and Krysta left, Cookie gave them an invitation he was meant to hand to them upon their arrival. It was an invitation to the town library and observatory, but exactly why or what for, it didn't say.

So they decided to head straight over, following the directions on the invitation, but as they went they passed by the hospital and someone called out. "You there…! Hold it!"

Lightning turned and saw a white unicorn with a pink mane, and wearing a cap with a red cross on it approaching him. Her number was DR3F, but everyone knew her as Dr. Penny Sillion. "Are you Lightning Dawn?" she asked.

"Who wants to know?" said Lightning.

"Thought so… Come with me." replied Dr. Penny as she dragged Lightning into the hospital, much to his protest. "Hey! What are you?"

The Grand Ruler's orders were that every new comer to Unicornicopa had to have a physical examination, and that's exactly what Lightning went through, but in addition to the traditional things, Lightning was also put a treadmill to see how fast he could canter, or flutter with weights on his back to see how much he could support, but the worst test was the magic test, which was like having your blood tested, and almost done the exact same way, only much to Penny's surprise. "What…?" she exclaimed when she realized Lightning didn't have any magic like most unicorns she saw "Yet, you have a golden horn…?"

"Yes!" snapped Lightning. "I don't have magic, but I have a golden horn. Yet I'm fit a fiddle, healthy and keen- Can I go now?"

Penny saw no reason why he couldn't, but she assured Lightning she would see him again. "A gold-horned unicorn that can't do magic?" she thought. "I just don't understand."

…

Lightning was getting tired of running into so many unicorns everywhere he went. "Couldn't have just met them all in one place?" he asked.

"Aw, come on, Lightning." Krysta reminded him, "You're still getting know the place, and that's what The Grand Ruler said, right?"

Lightning knew she was right, and so they continued on their way through town, and finally reached the library. "This must be it." He said as they ventured inside, only to find everything was all dark. They couldn't' see anything, even when Krysta used her glow to make a little light. "This is getting creepy." She shuttered.

Lightning felt the same, and he got a sick feeling that they weren't alone. Then, all at once, the lights went on followed by the voices of many yelling "SURPRISE…!"

Balloons and decorations were everywhere as confetti fell from the ceiling, and big banner that read, "Welcome, Lightning Dawn"

The head of this party was the librarian, Inquerius. He number was ES4G. She was a grey unicorn, and wore half-moon spectacles. "Are you surprised, Lightning?" she asked.

Lightning was almost speechless. "I… uh… this… me…?" Before he could say anything else, all the unicorns approached him introducing themselves, and offering him some refreshments, or to join a game, or even dance. "I think I'll just have some punch please." cried Lightning, who really needed to cool off from all the sudden buzz and excitement.

So much had already happened to him that day he hardly ever had anytime to himself or to rest, and every time he tried to excuse himself he would bump into another unicorn and find himself unable to get away. "Krysta…! Help…!" he begged, but Krysta was a little preoccupied by her own fan-crowd of spectators who were amazed to see an actual fairy.

Then suddenly, all went dark, and the stage curtains at the back of the party lit up for the entertainment was about to begin. "And now everyone…" the announcer called, "The mystifying magic of… Abra-Kadabra…!"

POOF! A puff of purple smoke puffed and then, as if out of nowhere, appeared a purple unicorn, wearing a magician's hat and cape, and his number was CQ2E. "Thank you! Thank you!" he said to the cheering crowd.

"And now… if I may have a volunteer to help me with my first fantastic trick, please!"

Since Lightning was the guest of honor, you can bet the crowd was urging him to go, shoving him up on stage despite his protests. "Well, Lightning Dawn- how wonderful I am to meet you." said Abra.

"Yeah…! Charmed…" said Lightning.

The first trick was the old magic-box. Lightning stepped in. The door was shut. Abra tapped each his hooves twice. The door opened, and Lightning was gone. "Ooh…!" went the crowd and Abra then took of his hat, and gave it a tap, and plop. "Ah…!" Lightning fell out of it and onto the stage. The crowd cheered for both Abra and Lightning.

It was a good thing that, after which, everyone was so preoccupied watching the show and the entertainment, that Lightning and Krysta could finally slip off deeper into the library to have to quiet time instead of having to talk to someone new every ten seconds.

I'm going to go book browsing. Krysta said. "Want some company?" Lightning offered. "No thanks. I'll be okay." replied Krysta as she flew off. Lightning had a good idea of what Krysta was looking for and he hoped that she would find it.

Lightning could only sigh, and then he turned to gaze out a window. The night has certainly come quickly, but then again he did have a very busy day so the time just flew by.

Lightning knew this was The Grand Ruler's doing, he always brought in the most beautiful nights, but Lightning's daydreaming was interrupted when a book fell down and landed right beside him. "Huh?"

It was an ordinary book on astronomy. "Is anyone down there…?" called a feminine voice form up a spiral flight of stairs. "Yes…?" Lightning called "Is this your book?"

"Yes! Could you bring it up please?"

Lightning flew up to the top instead of climbing the stairs, and emerged in the observatory on top of the library, which was rather only but a single room, much like an attic.

"Oh, thank you so much." said the voice. Lightning turned round and saw the voice belonged to… the most… beautiful unicorn he had ever seen! She was white, and had a violet sparling mane, long eyelashes which glittered when she blinked; her armor sparkled like the very stars themselves. She was looking through her telescope, up at the night sky.

Lightning felt all strange and soft inside. "I, uh… I didn't see you at the party." Lightning said

"Oh, I didn't feel like it. I just can't stop looking up at the stars." answered the unicorn.

"Um… what's your name?" asked Lightning.

The unicorn looked at him and spoke softly. "My name's Starla- Starla Shine. Code-Number: KY1M. Who are you?"

He hesitated for a minute as he found himself lost in Starla's eyes, "I'm Lightning Dawn. Code-Number: AO0C."

"Lightning…" Starla said softly.

The two of them seemed to get along well for having just met. Starla explained she loved to look at the stars because to her they could tell stories, or give you advice. "They can?" asked Lightning.

Starla nodded and showed him recordings of her sightings. "These groups of stars tell us how many centuries ago, The Grand Ruler fought off the evil sorcerer, and defeated him, and these groups here, tell the story of how today a new arrival would be coming… that's you I guess."

"Well what's there tonight?" asked Lighting.

Starla was just working on that when she dropped her book, now that she had it back she could confirm her calculations. She look at the stars, then drew their positions, consulted her notes, and she gasped "Oh, no! Oh, my…!"

"What? What's the matter?" asked Lightning, and Starla explained that stars were warning her, "The evil sorcerer… he's coming back. Tonight…!"

"What? Get outta here…!" teased Lightning "There's no way that can happen."

Starla knew the stars didn't lie. If they said the sorcerer would return, he would!

Lightning told her to calm down. He didn't believe the evil that The Grand Ruler had banished all those centuries ago would return, when suddenly there was large quake followed by strikes of dark lightning and a sinister laughing sound…! "Heh, ha, ha, ah, ah, ah, aaahh…!

"What's happening?" cried Lightning.

"Ohh…!" cried Starla!

They could hear the other unicorns all screaming down below and dashed down to see what was going on. "Lightning!" called Krysta "What's going on…?"

"Can this be…?" cried Inquerius "Are the rumors true…?"

The doors flew open letting strong winds into the place as the windows shattered. Everyone was running about in panic as a large flash of lightning and big roar of thunder struck.

Then… there… on the stage… appeared a tall human-shaped figure dressed in dark robes, shoulder-guards, and a dark hood atop completely concealing his face within its shadows- except his eyes, his red and evil eyes glowing in the darkness within the hood.

Lightning could barely speak as he just stood there, gawking at the evil creature as it spoke. "I… am… Titan! The emperor of all darkness, and bringer of chaos and nightmares…!"

Starla was right all along. "You…!" snarled Lightning "You're the one I've heard of from the stories. That same evil The Grand Ruler banished to the Dimension of Darkness!"

Titan chuckle evil "Yes! But alas, that seal could not keep me a prisoner forever. Your grand ruler should have finished me off when he had the chance! Now, his mistake shall be inflicted on you all as my first order of vengeance of being locked up for all these centuries…! THIS WORLD… AND ALL ITS MAGIC… NOW BELONGS TO ME…!"

His evil laugh echoed as he made lightning strike the skies! The unicorns were in deathly trouble now!

To be continued…!

Author's notes:

If your wondering what all these code-numbers are for...

Like I said, this is not FIM. Things are different here, and that means, No Cuite Marks! Instead, we have code-numbers.