Night Mare had all her new subjects working hard to build her new empire from the ruins of Equestria. The ponies and even other animals were forced to march, push and pull boulders and stones. It was very hard and painful, especially without magic. Night Mare only let them rest or eat when she chose.

Twilight and friends were forced to being her castle servants. They were charged with cleaning the entire fortress and tending to Night Mare and her friends' every need. Rarity constantly was whining about how ugly she looked, dressed in rags, covered with soot, and chained to an iron ball. "Eww… there's dust in mane." she cried.

Applejack was very annoyed as she passed by with another heavy crate of apples "You got the easy bit!" she growled "I like cookin' but this is worse than findin' a worm in your apple."

"SILENCE…!" shouted Night Mare. Her eyes glowed and Applejack and Rarity were being shocked by their chains and manacles with powerful magic. "Servants are to be seen… and NOT HEARD!" Night Mare shouted. "Get back to work!"

Then she summoned Pinkie Pie to sing for her, and Rainbow Dash to perform tricks for her as entertainment. Poor Pinkie was on the verge of tears and Rainbow felt her anger spiking, but there was nothing she could do without her wings and magic.

Twilight, Spike, and Fluttershy were busy washing the windows and whispered to one another how much they hated this. "If only I knew where she was keeping princess we could get the elements of harmony." whispered Twilight.

"There's no chance." Whispered Spike "We wouldn't know where to start looking."

Fluttershy said nothing, but secretly thought of Rhymey and his friends, the warriors of Unicornicopia, and wished they could hear their calls for help.

…

While in Unicornicopia… Serpent Tyrant dashed forth, and the gang scattered out of his way. Starla and Rhymey tried their attacks for a test…

"STAR SHOWER…!"

"DRILL QUILL…!"

As expected, they had hardly any effect at all. Serpent just chuckled "My turn…!" he roared as the rainbow stone in his forehead began to glow "PLASMA VAPOUR!"

Everyone dodged as the powerful energy zoomed right past them, leaving such a trail of destruction. The blast kept going and crashed right into a building that was shielded with a force field so not too much damage was done, but the poor sheltered unicorns inside were shaken about and frightened. The shield itself seemed to have taken quite a beating!

"Stay focussed!" shouted Lightning. "We've got to try harder!"

The battle continued, and Dyno and Myte had an idea. The waited wand watched as Serpent's mouth moved as he roared and screeched. Then they fed him a taste of their, "BOOM-BOOM ROCKETS!" right through his mouth and into his stomach.

The small explosions ruptured his insides, but Serpent seemed to be more angry than damaged. "Fools…!" he shouted "Take this!" he raised his huge tail and swung hard knocking the twins up and away from each other. "Dyno…!"

"Myte…!"

Serpent laughed maliciously, but the others charged forth like a stampede, and launched many attacks at once and managed to actually put a big scratch on his face. He roared and screeched in pain for a brief moment. "We got him…!" cried Starla, and others began to cheer, but then they noticed the rainbow stone glowing again, and his wounds seemed to heal instantly.

"Oh, no…!

It can't be so!" cried Rhymey.

Even his wounds healed, Serpent was madder than ever and decided to even up the fight. The stone glowed again as he summoned out his, "SERPENT SOLDIERS…!" one for each gang member to deal with. Lightning almost immediately realized why Serpent would summon his minions when he didn't really need them, but before he could warn his friends…

"Let's get them!" shouted Buddy Rose, and the others began to charge at the monsters. "No wait…!" cried Lightning, but his friends were already fighting. Lightning also had a monster of his own to tend with, but rather than attack it, he just kept rolling, and dodging out of its way, but the others were already using a lot for their powers and strength, much to Serpent's amusement and his plan… to let them tire themselves out so they'd have nothing left to fight him, but Lightning wasn't about to let this happen.

"It's risky but I've got to do it" he said to himself, and he summoned the rainbow rod, and told the others to quickly gather all the soldiers into one place. It wasn't easy, but they managed to do it. "Do it, Lightning!" cried Artie!

Lightning powered the rod, recited the chant, and unleashed the "RAINBOW FORCE…!" Wiping out all the serpents at once, but he felt a little tired after which.

"Lightning…!" Starla cried as she ran over to help him up "Are you okay…?"

"I'll be fine!" panted Lightning as he stood. "Let's go!"

They dashed over to join the others, and Serpent hissed, "My patience is wearing thin. I give you this last chance- Hand over the rainbow stones you possess!"

"Never…!" shouted Lightning "If anything, you should hand over the one you have and make it easier on yourself."

Serpent roared angrily and began to charge again. "PLASMA VAPOUR!" he shouted, as the stone in his head glowed and he launched another wave of energy. The others scattered around, but poor Starla was barely able to get all the way aside as she felt one of her hind legs getting hurt by the burning of being so close to the blast. "Ow…! Ah…!" she groaned as the trail sped past her and blew up a set of trees.

Poor Starla fell to the ground shaking in pain, "My… my leg!" she cried softly, and she did look hurt. One of her boots had been completely burned off, and her leg look badly burnt and bruised.

Lightning felt his anger beginning to spike. "Starla….!" he roared, and then he roared angrily and charged at Serpent feeling the burning rushing through him, "Easy pickings…" hissed Serpent and he swung his tail and bashed him really, really hard "A'ugh…!"

"LIGHTNING…!" some of the others shouted. Lightning felt as if the moon had fallen on him. His mane and tail were all ruffled and tangled, and his armor never had a bigger dent in it. Serpent just laughed, and then gazed at the others. "It was fun while it lasted, but now you see how useless it is to… "Believe" when in fact it is hopeless."

The others were so upset and worried that they didn't know what to do as if for the first time. Not a single one of their attacks worked. "Now would be a good time to believe in a miracle!" cried Artie.

"Silence!" roared Serpent, and his loud voice shook the ground. "You, pathetic little fools. You have stood in my way for the last time, and now… the time has come for us to say goodbye… STARTING WITH YOIUR TWO FRIENDS…!" He was ready to blast Starla and Lightning to dust, "NO…!" the others cried, but suddenly… Serpent began to feel strange, as if he couldn't move. "What is… happening…!" he growled "My powers… they are getting weak!"

The rainbow stone in his head began pulsating like crazy, and then it popped right out from his head. "No…! NO…!"

Everyone watched as the stone began to float through the air and join with the other four around, "Grand Ruler…!" cried Lightning.

His master smiled and nodded. Then he said "If there is one thing you must never believe, and that is that you are all alone. Help will always come to those who are in need."

He used his magic to charge the rainbow stone, and the three others that he had brought with him, and then the stones gave a power glow and shot rays of light straight at Lightning, Starla… and all their friends…!

All of them felt very strange. "What is this…?" asked Buddy Rose.

"What's going on…?"

I feel so strong!" said Rhymey.

Dyno and Myte felt like they could blow up a mountain themselves, and not with any explosives but just using brute strength. Starla and Lightning both stood up, with their injuries fully healed, and Starla had her boot back. Grand Ruler explained that, just as he had promised, "You all found the rainbow stones. You overcame many hardships and battled countless foes and all because you never gave up hope and continued to believe. Now as promised, their great power will bring you victory. Use it well."

"No…!" growled Serpent "The power is mine…!"

Even with his powers severely weakened, he still was not willing to let what he had come so close to obtaining slip away now. "I WILL CRUSH YOU ALL…!"

He charged forward ready to crush them all like insects. "Not if I can help it…!" snarled Buddy Rose as he dashed forth and unleashed his biggest and deadliest, "PETAL DANCE…!" and his razor-leafs were now larger and sharper and flew faster than ever. They pelted Serpent from all around and damaged him good!

"Our turn…" said Artie as he held his spear.

"Now he shall learn!" rhymed Rhymey holding his sword up high.

"ART ATTACK SPIN…!"

"THRASH SLASH…!"

They both leapt forth and slashed and bashed at the evil demons, harming him further. The others attacked him as well…

"PULSAR LASER…!"

"SHOCK ROCK WAVE…!"

And Lightning stood, glowing and ready for the final blow. He no longer required as much concentration as before and in fact was ready to try something he never thought was possible before. "Serpent Tyrant!" he shouted. "You killed my parents… you've destroyed countless dimensions for your own desires… and you have demonstrated nothing but pure evil… and now… may all you have destroyed be avenged!"

His horn and the rainbow rod both glowed and sparkled like crazy. "You can't do this to me…!" shouted Serpent. "I can and I will…!" shouted Lightning as he charged rainbow force together, at the same time. The two forces collided into Serpent. The beast roared and screeched endlessly as his body began to vaporize into complete and total nothingness.

Then, he was gone… and all was quiet, until Grand Ruler smiled and said "Well done everyone. Serpent-Tyrant is no more. You have all done well."

Lightning and friends bowed to him, "But really…" he said "If you hadn't shown up with the stones… who knows what would've happened."

"There are times in which even the bravest and strongest warrior will need help from others." Grand Ruler said "Believe in yourself… and believe in others who depend on you, as well as those who fight alongside you, and there is nothing you cannot overcome."

Lightning smiled and bowed to his mentor again, but the moment was spoiled when a small portal appeared, and out came Krysta crying "Lightning…! Lightning…!"

Everyone dashed over. "Krysta…? What's wrong…?" asked Lightning.

Krysta took a moment to catch her breath and she explained that there was trouble in Equestria. Grand Ruler's ears twitched and Rhymey blinked once. He was very worried about Fluttershy.

"What is wrong? Tell us now!

How bad is it… just how?"

…

It was worse than bad…

The ponies and other creatures were already worked to the bone at the hoof of their evil queen, Night Mare, but Night Mare was ready to send her new friends off on their own mission. "The time has come, my friends." she said to them "You have helped me valiantly, and no service shall go unrewarded."

"So your letting us go now…?" asked Rep-Stallion. "Can we go crush the unicorns we've told you about?"

Night Mare nodded.

"This is going to be so incredible!" cried Dementia. "To think, we'll have two kingdoms under our control."

Mysterious sniggered "For so long we have waited for our chance at revenge, and now…" he didn't bother to finish. "Good luck, my friends." Night Mare said as she watched the minions depart.

She really hoped they would succeed and was confident that they would. She never forgot Celesto, and thought she had finished him all those ages ago. "First I took my sister's world, and now…" but the rest of what she had to say was summed up in laughter.

…

Celestia and Luna could hear her from within their secret dungeon under the castle itself. Luna felt ever so depressed and felt that this was all her doing. She created Night Mare, "The fault must lie with me."

"No…! Don't think that." said Celestia "We all were just as surprised by her appearance, and had no way of knowing, and now you're in just as much danger as the rest of us."

Luna couldn't understand how her sister could act so calm at a time like this, Celestia hated to admit it, but she was deathly afraid, and for the first time in a very, very long time too. If only Twilight and her friends knew where they were…

She closed her eyes tightly and prayed for a miracle.

Her prayers were almost immediately answered when a small fairy, Krysta, and several others appeared in the dungeon. "Who are you…?" she asked.

"Shh…! No time to explain Princess." said Krysta, and she and her warping fairies used their warping spells to weaken the cells holding the two sisters just enough so they could silently slip out. "How can we ever repay you?" asked Luna

The fairies gazed at one another and explained of what they wanted the two sisters to do.

…

Twilight and friends were trying to sleep within separate cells in another dungeon. Night Mare was finally merciful enough to give them a rest period, but not a very long one. The cells were cold and dank, and there was hardly any place to sleep, but Twilight and friends were so sore and tired form all their chores, they almost didn't care.

Twilight and Spike shared a cell, and at least they could talk there. Spike had a hard time trying to sleep like the others. Not being a pony he couldn't sleep standing up, and it almost hurt to lie down, especially on that cold and hard stone floor. The chains didn't make it any more comfy.

"Are you okay, Spike?" asked Twilight.

Spike shook his head, "I don't think anyone is okay." he said sadly "I don't think anyone will be okay anytime soon."

Twilight felt tears coming to her eyes, and she could hardly hold it in. "Oh, Twilight…" cried Spike, "I didn't mean to…"

"No…" Twilight sobbed "It's not that… it's just… I… I… I'm scared, Spike. I'm really scared."

"Oh, Twilight…" cried Spike as he moved over to hug her as she cried softly. Who could blame Twilight for feeling like this? She had never felt so helpless in her life. With Night Mare on the throne, she and her friends were powerless to do anything, the entire kingdom was enslaved, and Princess Celestia nowhere to be known. Twilight felt as if she had failed everyone. What kind of apprentice was she to the Princess?

Then, suddenly, they both head a little sound, "Pssst…!" they both looked up and saw a fairy, Krysta, at the cell window. She explained, in a very soft tone so she would not be overheard, that the princess and her sister were fine and with them now. "Don't worry… everything will be all right soon. Just have faith and believe." she whispered. Then she vanished out of sight.

Twilight smiled, sniffed, and wiped the tears from her eyes. The princess was safe now, at least that was over, but she and Spike wondered what that fairy meant by everything would be fine soon. Even Princess Celestia was powerless against Night Mare or she never would have been captured at all.

Whatever was going to happen, all they could do was wait and stay strong.

To Be Continued…