With his raging fury, Titan began to capture unicorns, and imprison them. Some tried to fight him only to wind up being captured as well. "Easy pickings!" laughed Titan.

Before long, the library was a complete and total mess. Bookshelves were knocked down; books scattered all over the floor along with the broken glass and ruined party supplies. A; the other unicorns began to run in panic, much to Titan's amusement.

Lightning was furious! "What are you going to do with those captured unicorns?" he demanded to know.

"I will extract their magic and add it to my own power to get stronger." answered Titan "Power is the only way to live, after all. Hmm, mm, mm…!"

A blaze of furry sparked inside Lightning and he charged straight at the evil sorcerer. "Lightning…No!" cried Starla.

Titan just raised his hand and fired a small ball of energy that nearly Lightning, but the force it made on impact was enough to knock him back. "Lightning!" cried Krysta as she fluttered over to him.

"Fool…!" snarled Titan "You are as foolish as you are powerless. Your efforts are futile, and the power of all Unicornicopia… will be MINE!" He laughed maliciously as his vanished into the darkness from whence he came, taking all the unicorns he had captured with him.

Lightning angrily pounded the floor with his hove in frustration.

...

Penny and her team arrived to treat anyone who was hurt.

The library was still in a mess, until a green unicorn, wearing square glasses, the code GU6I, and spoke in an English accent arrive. "Mmm… I say!" he said "What's happened…?"

Inquerius approached him "Can you not tell…?" she asked "Did you not feel the danger?"

"Didn't we all?" added Lightning.

The green unicorn admitted that he did calculate the tremors, "But… I wouldn't have believed it possible that Titan has… mmm… eh… returned as it were."

"Well that's fine and dandy, whoever you are." said Lightning "But it doesn't help find where he's gone or where he's taken the unicorns he took."

"Lightning…!" snapped Starla.

The green unicorn kept his cool. "My name, good sir, is Brain, and as soon as I knew there was trouble I began to… eh… make my calculations, and confirm my theories, and I have come to tell you that, I just may know where Titan has gone."

Everyone's ears perked up, and Penny told them to run along. "I can look after things here."

"Thank you, Doctor." said Brain. "Come along, everyone."

Lightning Starla and Krysta followed brain to his home, a massive workshop and laboratory, and that pretty much confirmed that Brain was a regular genius and scientific inventor. "Please do not touch anything." He warned the others "One little accident could cause massive trouble."

The others gulped hard, and Brain then sat himself down at a strange contraption that seemed to be heating water. Brain sniffed the steam. "Ahh…! Satisfactory…" he sighed "Most satisfactory."

"What… what is that?" asked Krysta "Is it a device that lets you find Titan? Something that can beat him or get the unicorns back…?"

"What? Oh, don't be silly…" said Brain "This device is merely used to make me a cup of tea. I've finally perfected it you know."

"A cup of tea…?" Starla asked. She sounded most annoyed "I thought you said you knew where Titan had gone?" added Lightning.

"But I do…" snapped Brain. He cleared his throat "Begging your pardon. If you will just hand me that map over there..."

Krysta used her magic to levitate the map to Brain. "Thank you."

Brain unfolded the map, and consulted his notes. "Mm... let me see."

Neither of the others could understand his calculating one bit, but in the end, "Ah, ha! Satisfactory…! Most satisfactory..."

"What is it?" asked Lightning.

Brain explained that the only place Titan could have taken the captured unicorns would be to Blacktop Mountain, which was located on the other side of Violet Swamp.

"Then that's where we should be heading." Lightning suggested.

"Oh, good heavens, no!" snapped Brain "You know it's dangerous to be wandering through the swamp at night? And I would strongly suggest against flying over it, for fear of being spotted by the enemy."

"He's got a point." said Krysta.

"We have to do something." snapped Lightning "We can't just let that monster drain the magic away and hurt the unicorns."

Krysta felt Lightning was right, but wasn't too keen about entering a dark and scary swamp in the dark of the night. Starla tried to talk Lightning out of it, especially since she knew Lightning would be in real danger as he had no magic to even light his way, let alone overcome any dangers.

Lightning could see that no one was willing to cooperate with him. "I guess I have no choice. I'm going alone!" he snapped as he dashed out of the lab. "Lightning…!" cried Krysta!

"Oh, dear!" cried Brain.

They all ran to the door but Lightning had already taken off through the air. "Poor creature." said Brain "I fear he doesn't realize what he's getting himself into."

…

On Black-Top Mountain, inside and old abandoned shrine-Titan had placed all the unicorns he had captured in magical bubbles which would slowly drain them of their magic and transfer it to his powers. He sniggered wickedly as he watched the energy flow in streams into a giant sphere in the center of the shrine that he would soon absorb. "Wonderful…!"

"Minions…! Come to me!" he then called.

Dark shadows on the floor seemed to gather all in one place and take on the shape a shadowy, dark unicorn. "Mysterious at your service, my lord, Titan…"

Another evil unicorn standing upright on his hind-legs and holding a scythe appeared. "Rep-Stallion… at your command…"

Then a third one who resembled an evil version of Starla appeared "I am Dementia."

Titan had created his own band of unicorns to serve as his henchmen. After all, taking over the world was one thing, but even he needed help sometimes. "Have you completed your instructions…?" Titan asked.

The minions bowed. "Even as we speak, master." said Mysterious "We have laid traps and net our own creatures all over the swamp and the mountain trail."

Re-Stallion sniggered as he stroked the blade of his scythe. "Anyone who dares to come our way shall meet their eternal reward."

This pleased Titan, but he warned his minions not to take the unicorns lightly. "They are still capable of many things. I should know this."

Dementia suddenly felt a disturbance in the force. "Someone is approaching the swamp." she said.

Titan snapped his fingers and conjured images of what was happening. "Why it's that annoying little fool who tried to stand up to me before."

The minions were told of Lightning and how he couldn't do magic and decided he was no big threat, but Titan begged to differ. He knew The Grand Ruler chose Lightning to be his apprentice, but exactly why was a mystery, even to him.

"Let's see how well he can brave everything. Heh, heh, heh…!"

…

Lightning made it to the starting point of Violet Swamp, and Brain wasn't kidding- it really did seem dark and creepy at night. Just gaze through the thickets and brambles was enough to send chills up one's spine. Still, Lightning has come this far, he wasn't willing to turn back now. "I can do this. I will do this!" he kept saying. Then he took one step forwards, crushing a twig with his hove followed by all kinds of screeches and noises from within the swamp. "I'm going to die!" nevertheless, in he went!

It was hard to see when there wasn't so much light, but at least it wasn't so pitch dark you couldn't see anything. Lightning figured the best way to traverse the swamp was just to keep going forward. He wouldn't dare for fear of Titan being ready for that, and the fact that there was no room from him to flap his wings for takeoff.

Jagged rocks, and fallen logs seemed to trip him everywhere he stepped, he even ruined his boots on his hind legs by stepping in mud, and decided to continue on all fours.

Suddenly, Lightning turned and thought he saw a monster, but it was only a tree in the shape of a monster. He saw a scary claw, which was actually just a long branch. Lightning took in a deep breath and counted to ten, then again, and felt better… until he heard the sound of footsteps coming towards him. Quivering in fear, he ducked down, and peeped, "Who's there…?"

The bushes shook and twigs snapped, but then a friendly voice called. "Lightning…? It's okay… it's just me."

Lightning peeked up, "K-K-K… Krysta…? What are you doing here? I thought…"

Krysta couldn't let her friend do this alone, and that was why she brought some help. That was when several of the others, Buddy Rose, Artie, Rhymey, Brain, and even Starla, came out from the branches, all holding lanterns and flashlights.

Each and everyone one of them admitted that they, too, weren't willing to let Titan get away with what he did, and all offered to help Lightning stop him. "You'd really all does that… for me?" asked Lightning.

Buddy Rose spoke on everyone's behalf when he said. "That's what friends are for. It's one for all and all for one."

The others all agreed and put their hooves together, all saying "It's one for all, and all for one…!"

"…And we won't quit 'till our task is done." added Rhymey.

Lightning felt touched, and place his hove in with everyone else's, and then they all set off together. Rhymey even decided to make things easier. Horn glowed, and he shouted, "WARD SWORD!" causing a small blade to materialize so he could cut and hack away at all the brambles and thickets, making a clear path through.

"Follow me this way…

Hurry now! Don't delay."

Everyone followed quickly, because all the things that Rhymey had hacked seemed to grow back almost instantly, much to Lightning' fear.

The others seemed to know their way around the swamp better than Lightning did, but still. Even though they were all together, they all felt equally as scared, especially when they ran into a real and gigantic tree monster. "A dog-wood!" cried Buddy Rose. "Everybody, run…!"

The monstrous creature lunged at the unicorns. It wasn't very fast, but very fierce and nasty. "What is that thing?" asked Lightning, and Buddy explained it was a creature called a Dog-Wood, "And believe me, its bark isn't nearly as bad as its bite."

Brain couldn't understand what a Dog-Wood would be doing in the swamp when there hadn't been any known or seen around for centuries. "I fear that this is the work of our enemy."

"Tell us something we couldn't already figure out…" snapped Lightning "… like how to get past it!"

"I have an idea…!" said Artie, and he skidded to a halt and turned round to face the oncoming monster. "What are you doing…?" cried Krysta. Artie just stood his ground. "PAINT BLOBS!" and at the shout of his voice, he opened his mouth wide sending a swarm of paint blobs at the monster, a coupe le of which splattered on his eyes, blinding him. "Hurry, before he can see again!" he shouted, and everyone followed him, running right past the monster and as far away as they could canter.

There were more monsters and more traps along the way through the swamp, but each of the other unicorns used their powers to outwit or make it past all the tricks, and finding their way through the swamp.

"What a nightmare!" Buddy cried.

Lightning didn't understand why everyone used magic though. "I thought you never used magic…?"

The others explained that that wasn't true…

Unicornicopian's were different than ordinary unicorns that were known. Their basic powers were used for battle, and could be used offensively, defensively. Some unicorns only had healing magic, Like Penny at the hospital, and some powers were used for quick wits.

The bottom line was: their magic was only to be used in times of dire emergencies, by order of the Grand Ruler. This was why in their daily lives they didn't use magic to help them in most of their tasks, and did things naturally.

"Wow! Talk about powerful!" exclaimed Lightning. For a brief moment he almost felt okay not to have magic.

Still, their mission was not over yet. They made it through the swamp, but now before them was the starting trail of Blacktop Mountain, and it looked even more eerie than the swamp, sending chills up everyone's spines.

Still, they all climbed, and resisted the urge to fly up the mountain, not knowing what traps lay ahead. Not only we're there more monsters along the way, but booby traps as well- Things like hidden pits, rock slides, falling boulders. Even scary shadows, which only turned out to be the shadows of the gang all huddled against the mountainside.

Lightning took a deep breath and counted to ten again. "What are you doing, Lightning?" asked Krysta.

Lightning hated to admit it, but he was rather scared, but then everyone else admitted that they were frightened too. "Well, The Grand Ruler once taught me that everyone was afraid of something and that whenever I feel afraid or nervous, I should just take a deep breath, and count to ten."

Rhymey thought that was a great idea,

"Hey! A thought just occurs to me,

Why don't we try it musically?

It often helps to sing a song,

And it will help stay brave and headstrong."

Just then, a loud noise scared everyone, and they all agreed to go for the song…

"Well, perhaps you shall sing the words, Lightning." stuttered Brain, "It is something you were taught."

Lightning agreed, "Let's just do it before something else happens, but just as music started to fill the air, the gang spotted another shadow that didn't belong to them, and they all took off high up the mountain dodging all the dangers and traps that came their way.

(Shining Time Station: "Everyone's Afraid of Something")

Everyone's afraid of something.

So don't be afraid of your fear.

Take a deep breath and count to ten,

And soon it'll disappear.

If you're afraid of a shadow,

You see when you're alone.

Don't be frightened, don't be scared,

It might just be your-own.

Everyone gets afraid, it's really true.

Everyone gets afraid, so why shouldn't you?

Everyone's afraid of something.

So don't be afraid of your fear.

Take a deep breath and count to ten,

And soon it'll disappear.

Don't let your imagination,

Run away from you.

You could blame somebody for,

Something they did not do.

Everyone gets afraid, it's really true.

Everyone gets afraid, so why shouldn't you?

Everyone's afraid of something.

So don't be afraid of your fear.

Take a deep breath and count to ten,

And soon it'll disappear.

Don't be afraid of the dark because,

It always goes away.

Just wait awhile, and soon there'll be

A brand-new, bright-new day…

Everyone gets afraid, it's really true.

Everyone gets afraid, so why shouldn't you?

Everyone's afraid of something.

So don't be afraid of your fear.

Take a deep breath and count to ten…

"Huuuu…! 1, 2, 3, 4, 5… 6…7… 8… 9… 10"

And soon it'll disappear-!

…

All through the song, they met more and more monsters, shadows, traps, but by the time they were done, they reached the top of the mountain. "We made it!" cried Artie.

"No, not yet we haven't." said Starla. "We still have to find the other unicorns."

"Uh… begging everyone's pardon." said Brain, "But perhaps they are… ahem… in there?" He motioned up ahead at the shrine ahead as a flash of lightning and booming of thunder made everyone jump.

Lightning recognized it from his studies. It was an old abandoned shrine that The Grand Ruler once used for times of meditation and to channel his magic, but it was no surprise that Titan was in there, and obviously waiting for them.

"D-Do you think it's okay,

Gulp! To go in that way?" asked Rhymey

"We have too." said Lightning "We didn't come all this way to just turn back now."

They all quietly walked through the open doors. Krysta hid in under Lightning's wing, shaking in fear. "Oh my!" whimpered Brain. "Perhaps we should… eh… call out? Announce our presence? Eh… what should we say?"

"How about… come and get us?" suggested Lightning. That was when the doors slammed shut behind, and everything went pitch black. Everyone else screamed all at once. "…Although a bloodcurdling scream is just as good." replied Lightning.

That's when a torch on the wall lit with fire. Then another torch lit, and another, and another, all the way around the shrine. "Look!" cried Starla.

It was the Unicorns, all sleeping inside magic bubbles. They didn't seem to be harmed, yet when the gang approached the bubbles; they found they couldn't touch them. Their hooves just passed right through them. "Curious! Most curious…" muttered Brain.

Krysta realized, "These are illusions!" That's when all the bubbles vanished instantly, and sounds of laughter echoed throughout the shrine.

That's when Titan's minions appeared. "Well, hello there…!" hissed Mysterious. Rep-Stallion and Dementia snickered cheekily.

"Who are you?" snapped Buddy Rose "And what have you done with the unicorns."

"They are quite safe… for the moment." said Rep-Stallion.

"And if you behave nicely, we just might make your fate less painful than theirs." added Dementia.

The gang was starting to tell that these creeps were going to give them no end of trouble. "Don't get any ideas!" snapped Artie. "When The Grand Ruler finds out…"

"Big deal…" hissed Rep-Stallion. "We can beat his magic with one hove- Well, maybe two."

The unicorns stood upright on their hind legs. Rhymey held his sword tightly.

Lightning, however, wasn't sure what to do. He didn't have any magic to use, so at best, he and Krysta ducked behind a column and watched as the others began to brawl!

Artie and Buddy Rose went after Mysterious. "Let's get him!" shouted Buddy, and the boys charged at their enemy only to end up passing right through him.

"Huh…?"

"What…?"

"Hm, mm, mm…! You missed me." Mysterious mocked at them. The boys tried again only to repeat what happened. Then suddenly they realized. Mysterious was no ordinary unicorn, he was a shadow. He was made of actual darkness, like air.

"You can't touch me…" hissed Mysterious as he ran past the boys, striking them with his horn. "… but I can touch you!"

Even with their armor on, Buddy and Artie felt this would be harder than they thought.

The others weren't having much luck either, as Rhymey and Rep-Stallion went at it with their weapons. Rep-Stallion was very skilled in wielding his scythe, but he was rather impressed by Rhymey's swordplay. "I must say, you are rather good…"

"I have practiced for long… like anyone should." answered Rhymey.

Rep-Stallion sniggered, and then pulled a cheap magic attack, "SCYTHE SHOCK!" and his scythe began to spark with electricity that gave Rhymey a jolt. "Ah…!"

"I've had enough…

It's time to get tough!"

He spread his wings out and shouted, "DRILL QUILL!" sending a swarm of sharp quill feathers form his wings at his enemy. Rep-Stallion leapt out of the way, and was now more impressed than ever.

Meanwhile, Dementia had Brain cornered, and poor Brain was a unicorn who didn't have magic used for battle, but rather observation and quick wits. "I say! Can we not talk about this?"

Dementia just laughed "You're kidding, right?"

"Oh, dear…!" whimpered Brain. Dementia was about to strike him, when…

"STAR SHOWER…!" Starla sent a wave of small star-bolts straight at Dementia, nearly ruffling her mane and Dementia did not like it when someone tried to spoil her looks! She turned and glared furiously at Starla. "Oh…! Ye who messes my mane WILL PAY!" she shouted and charged at Starla with all her might.

Dementia also demonstrated her ability to warp the fields around her to negate attacks. Her moves were basically defensive as she didn't like spoiling her looks. "Like they say… a good offense is a strong defense!"

Starla didn't care, but as the fight was about to continue, Titan appeared and called his minions off. "That's enough." he said with an evil snicker. "You have done well, my minions. Return to the castle."

The minions, though disappointed as they were having so much fun, obeyed their master and vanished into thin air.

Lightning and Krysta peeked from behind the column. "Oh, no…!" Lightning whispered.

"What do you want…?" growled Buddy Rose "Give us back the unicorns."

"Never!" scoffed Titan "But if you insist on seeing them again, I'll be glad to let you join them!" and he fired a stream of magic at the unicorns, most of them dodged, but Brain got hit. "Oh… my…!" he cried and he was trapped in a magic holding-bubble.

"Let's get him!" shouted Artie! and everyone fire their best attacks all at once…

"PTEAL DANCE…!" A swarm of razor sharp leaves…

"PAINT BOMB…!" Artie fired blobs of paint, but these were explosive kinds.

"STAR SHOWER…!"

"DRILL QUILL…!"

Titan got hit, but it didn't look as if he was even fazed. "Ha, ha, ah, ah, ah…! Fools!" he scoffed and, one by one, he trapped each of them in more bubbles, ready to drain their magic.

Lightning and Krysta were horrified. "What are we going to do?" cried Krysta. Lightning was so livid to see his new friends being tortured and harmed as Titan began to absorb their energy, but then he leapt right out and shouted, "LEAVE THEM ALONE…!"

Titan turned to face him. For a moment, nothing happened, and then Titan just fired a small projectile which knocked Lightning down. Krysta screamed, and Lightning scoffed him. "Stay out of my way, weakling! I don't know why The Grand Ruler chose you to be his student, but I'd say he made a poor choice."

Those words made Lightning find his second wind and stand upright. "Never say anything like that about my mentor again!" and he charged towards Titan roaring like a monster, but Titan just blasted him again, harder this time. "Lightning!" cried Krysta.

Lightning kept on getting up, and titan continuously blasted him back. Each time was more forceful than the last. Lightning was starting to slow down and feel weak. Titan laughed hard and evilly and continued to mock at him, "And you call yourself a unicorn?"

Lightning actually felt Titan was right. He was no unicorn. What kind of a unicorn couldn't do magic, or save his friends, or worse… keep his promise. Titan decided, "Well then… allow me to put you out of your misery!" He began to power up for a really big blast…

"LIGHTNING…!" screamed Krysta. The others all pounded on their bubbles trying to break free and help their friend.

However, Lightning remembered something The Grand Ruler told him... "Always remember… to believe!"

For the first time, Lightning was starting to realize what that meant. "I believe!" he said as he began to stand up, much to Titans confusion. "What…?"

Lightning kept concentrating. "Magic or no magic… I can do this. I believe...! I Believe…!" he stood proud and tall and shouted, "I BELIEVE…!"

His golden horn began to glow with a mystical light, and Lightning, who was bathed in a tube of golden light, he felt incredibly strong now. "That… that glow!" growled Titan "…Could it be?"

Krysta was amazed as she stared at Lightning. "Is that… what I think it is?" The other unicorns wondered the same thing, but Titan was not willing to let it be so. "So much for believing…!" he snarled as he continue to charge up, but Lightning stepped forward and stood on his hind legs with his horn and his front hooves glowing like crazy and said…

"Magic is believing…

Believing is right

I summon the magic,

In this mystical light…!"

Titan roared loudly and fired his magic-stream, and Lightning shouted, "…UNIFORCE!" He fired a large and powerful golden force of extreme magic which met with Titan's force sending it right back towards him. "AAH-Uh…? NO…!"

Titan was hit and was actually stunned, and then he decided to retreat. "This isn't the end, Lightning Dawn! I'll be back!" and he was gone, and all the unicorns he had captured reappeared, and his friends were released from their bubbles… while outside, the dark clouds lifted as the evil vanished from the mountain and the swamp below.

As for Lightning, he stopped glowing, and fell flat on the ground. "Ugh!" he groaned. He felt as if he had just blown up a giant. "What just happened?"

Everyone approached Lightning and cheered for him that he did it! He saved everyone. "I did…?" asked Lightning. "Hey, I did!"

Then, the doors to the shrine opened, as dawn began to break and the sun shined through, followed by a mystical glow and there he was- a handsome white stallion with a short dark mane with sparkling stars glittering. He wore golden armor with jewels encrusted into it, a red cape with gold markings fluttering on his back. Golden Pegasus wings, golden covers on his front hooves and black. Atop his head were three golden horns, one was full sized unicorn horn, and two small ones, one on each side.

The unicorns all bowed, and so did Krysta. "Grand Ruler…!" cried Lightning, "You're here!"

He ran over to greet his mentor, and The Grand Ruler was pleased to see everyone. "Lightning, my boy…I am pleased you and everyone are safe, and I am very proud of you."

He explained why he took Lightning on as his apprentice was because Lightning had just used the Uniforce- the very same magic that he had used against Titan centuries ago. A magic so intense that only unicorns with rare golden horns would be able to tap into.

"Lightning… do you know how you were able to tap into this mystical force?"

Lightning shook his head. His mentor smiled, "In time you will in fact. You may not possess any other form of magic power, Lightning, but you do possess something greater than any form of magic there ever could be."

Lightning looked up and asked. "What is that…?"

The Grand Ruler smiled. "You have heart, and courage. These are forms of magic that we all possess, and they come from within you, not from artifacts and other sources. All you have to do is believe in your own inner-magic, and then… nothing will seem impossible."

The unicorns felt his words meant well, and they all promised to heed them, especially now that Titan had returned and would strike again. They would all need to do their best to keep the kingdom safe from his evil.

The Grand Ruler promised to keep his watch over everyone and everything. "I will always be there, and so will the magic of believing. These things Titan will never hope to understand and overcome. I am proud of you all." He bowed to his subjects and they all bowed back.

Then off they headed back to the villages.

A new chapter had just begun for Unicornicopia.

…

Author's notes:

Now you get idea of how my characters are different.

See, I don't believe "Friendship is Magic" At all. I think it's a lie, and that is one reason I do not wish to get involved with much of FIM.

I make this fic so I don't have to ever watch FIM, get mixed up in those les, get hurt, and make a whole new world. That… and I was dared by spammer s and mockers who keep trying to force me to change and watch the show.

PS: I cannot and will not answer the questions of anonymous reviewers.