The Overworked Alicorn

by BreakDown


THE SMOOZE PT1

THE SMOOZE

Part 1: Return


The ancient halls of Faust's tower had never seemed so long to Spike. This was partly because they had expanded or grown to suit his own titanic size. He didn't really mind aside from how irritating it was trying to traverse the place. Even then most of his worry was for Nightmare. He'd only known the dark mare a short time, but he'd fought and killed zomponies with her, that had to count for something in his book. The said mare was on his head, looking worse for wear as her body had gone full monochrome by this point.

Aside from the drastic loss of color, that wasn't so drastic considering her color scheme, she also seemed to have aged. Her feathers were falling out, her eyes seemed wearier than should be natural for an alicorn, and her hooves and horn had all cracked at some point. To be honest, Celestia and Luna weren't sure if they could hate her while she was in such a sorry state. True, the Nightmare was a menace, but this wasn't that pony. Twilight had similar thoughts, but then again who could blame her.

If one were to ask Twilight Sparkle if she'd ever help The Nightmare, under normal circumstances, she'd tell you no. Thankfully these were far from normal circumstances. The Nightmare with them was not the ancient dark entity that had possessed Luna and Rarity. It was instead a storybook character vilified for devouring foals if they didn't give her their candy. 'You know... that makes me less willing to help her,' Twilight admitted to herself.

As this thought passed through the purple mare's mind her friends had other thoughts to occupy themselves. Applejack was merely resting, happy that the undead were finally at peace. She also couldn't help a strange sense of peace and serenity that had been within her since waking up. It was like all was fine with her life, like she had nothing to hold her down. It was strange to think about as she'd always had a feeling of something weighing her down.

Rarity was merely chatting with Realm about this or that. While Realm had never been much into fashion, or clothes in general, she did remember the old styles. "So you're saying ponies typically wore bows and ribbons and that was it?" the fashion pony questioned. Realm silently nodded her head, though there were a few instances ponies had worn dresses. They were rare and the dresses had been a bit... strange, even to her.

"In our defense, functionality was more important than fashion," Faust noted aloud, drawing Rarity's attention. "Dream Valley is warmer than Equestria. We were also constantly chased by monsters so couldn't afford to be weighed down or restrict movement," the ivory alicorn explained. Rarity nodded her head in understanding, happy she lived in an era that wasn't a necessity. Moderation was fine for some ponies, but the minimalist styles of the past would probably drive her batty.

"Mother, did thou ever wear such accoutrements?" Luna asked curiously. While she had lived with her mother for twenty sum years, she'd never thought to ask about her old attire. Mostly because she'd never seen her wear anything, aside from a cloak on occasion, some saddlebags and even her armor every now and again when she wanted to play. 'Rare though it was that she wore the armor,' Luna admitted to herself.

"Of course I did Lulu, it'd be hard not too have at least a few of them. I mean Bow Tie gave every pony a bow or ribbon for their birthday and winter solstice," Faust replied with a slim smile. Truth be told Bow Tie would give a ribbon to any pony for any occasion. She had also really liked wearing them as well. Faust had once been forced to untangle the mare when she wore too many ribbons in her mane and tail and started putting them on her legs as well.

'And that took me a full week to straighten out, since she wouldn't let me cut any of them,' the ancient alicorn recalled fondly. She then frowned and recalled that some ponies had had dresses and the like. The Princess ponies had hats at least, though that wasn't saying much. Her friend Heartthrob had also had a... well... a strange outfit. Faust wasn't really sure where she got it, but it'd been a very strange one.

"Aside from ribbons, the Princess Ponies of my era wore interesting hats," Faust began, then tapped her chin. "In fact, they really looked like those stereotypical hats you see on damsels kidnapped by dragons in stories," the ancient alicorn admitted. Spike suddenly snorted and looked up with a grin.

"And that is really interesting since the Princess Ponies each had a baby dragon to raise," the mammoth wyrm noted aloud. Faust idly nodded her head, a fond smile across her lips.

"Technically speaking Spike, they took care of the princess ponies," Faust retorted. Spike rolled his eyes and smirked up towards his oldest friend.

"Sounds about right, we dragons making sure you ponies don't get yourselves into trouble," he stated with a slight nod. The ponies on his head held on as he did, though Faust didn't even budge.

"Riiiiggghhht, and I suppose the dragons managed to find gems for themselves?" the ancient mare question crossly. Spike chuckled nervously and rubbed the back of his neck. In the old days gemstones were rare, especially in Dream Valley and the rest of Pony Land. The most abundant were diamonds, which hardened their scales, but that hardly made for much variety in their meals. Truth be told Spike would've killed, actually killed, some 'thing' for a ruby or a sapphire when he was a whelp. It wouldn't be a pony however, he liked them too much to kill one... however a griffon, rock dog, or some other creature was fair game.

"Wait, I'm confused," Twilight admitted. Neither Spike nor Faust were at all surprised by the admission. Truth be told they had almost forgotten about their little entourage. "Are you saying dragons and ponies used to have good relations? As far as I know the dragon don't have a ruling body. They also seem highly territorial and vicious to any pony or otherwise who come near their nests. We even had to evict a dragon when he made roost on a mountain near ponyville," Twilight noted allowed. That got Spike's attention, causing the massive drake to face-claw.

"Oh yeah we were fine, till Dream Valley fell," he grumbled irritably.

"What do you mean Spike?" Twilight questioned. She then stopped and frowned. It felt so weird to utter that sentence, mostly because she was so used to her spike coming to her for answers.

"Ponies and Dragons originally had amicable relations," Spike began with a sigh, "a Princess Pony was actually expected to have a baby Dragon among her entourage. Typically as an assistant or attendant," the massive dragon explained. This wasn't lost on Twilight, who recalled Nocturne was technically a princess. 'Does that mean I'm fulfilling an obligation of other princesses without even knowing it?' she wondered to herself silently.

"This is for two purposes," Spike took a breath, "first is to protect the princesses, even a baby dragon is tough enough to deal with most minor threats. Secondly, it's to show the whelps the trials of leadership," the massive drake explained. That peaked the interest of Princess Celestia. She had tried, many times, to speak with the leaders of the dragons. However she never found any kind of leadership among the dragons who lived in Equestria.

"Why would they need to know the trials of leadership? I admit that I know little of dragons, however I have never met a leader. Nor have I ever been told I'd need to raise a baby dragon. I raised our Spike of course, but that was because I could find no dragon to do so and Twilight was too young," the pale pink pony questioned curiously.

"Don't know, from what I know the elders were sending out baby dragons to any pony princess they could find, princes work too but they are rarer due to the number of mares to stallions," the massive dragon admitted. He then stopped and scratched his chin as a thought occurred to him. "Hey, off topic but are mare to stallion ratios still in favor of mares?" the magenta drake asked.

"Pretty much," Faust replied with a shrug.

"Huh, well I guess the more things change," the dragon muttered then sighed. "Anyways, the Dragons are ruled over by a group of elders. The elders are the dragons raised by princess ponies. They learn the lessons of leadership from the princess ponies, return to the dragon lands, and lead the dragons as they learned," the dragon explained.

"Wait, but didn't the princess ponies of your age feud with one another for years over who would be queen?" Rarity questioned incredulously. Spike chuckled for a moment and sighed.

"Yeah... well, no one ever said the system was well thought out. Take me for instance, I was originally taken in by Lord Tirek so he could raise me into an evil weapon of mass destruction. It might've worked if not for the fact my caretaker Scorpan went against him and tried to raise me to be whoever I wanted to be since he let me be a bit childish and impulsive. I was then raised by Majesty after Tirek's defeat and Scorpan returning to his kingdom, and she taught me how to rule through example. Finally Faust finished raising me, and taught me responsibility," the magenta drake explained.

"So you were raised by no less than four ponies," Twilight noted and clicked her tongue, "but if that's the case why aren't you one of the dragon elders?" she questioned curiously.

"I am," the dragon stated with a wide grin, "and I'm technically their boss," he added with an even wider grin. The statement caused no small amount of surprise in the ponies riding on the dragon's head. Faust however merely rolled her eyes, then sighed and looked to the others. She decided it was time she explained something about dragons herself, before her ponies got the wrong idea.

"He's only their boss because he's bigger, meaner, and stronger than the others," Faust offered flatly, "dragons rule by way of strength. The strongest dragon is king, no questions asked, the king has final say in all things. That dragon in the Golden Door, he was the first and mightiest of all the dragon kings. He is small, but he used that to basically strangle his larger opponents. What he lacks in size he more than makes up for in speed and brains," the ancient alicorn explained. Spike merely chuckled for a moment and lightly nodded his head.

"It's true," he admitted with a grin.

"So basically you just went and beat up all the other elders," Twilight summarized with a frown.

"Pretty much," the great wyrm responded with an unabashed grin.

"Are you actually proud of being a brute?" Rarity demanded hotly. The dragon snorted and then rolled his eyes.

"It's tradition doll, 'sides, I took down those wimps without much of a fight," the great drake declared proudly. Faust could tell by the looks on the ponies faces that they couldn't understand why he was so... brutal. She admitted that Spike, in his youth, had been a mischievous fellow, but his upbringing by Tirek didn't really shine through until he became much older. As an adult dragon he'd been prone to ruthlessness, partially cause he was angry over Surprise's death, but mostly because it was how he was raised by Tirek.

"Spike was raised by Tirek to be ruthless and vicious in battle," Faust stated. She then glared down at her oldest friend as he whistled to himself. "Not only that, but his particular breed of dragon are known to hunt down, kill, and eat other dragons. His opponents were also his friends, raised by the princess ponies, and from smaller breeds of dragon, they were literally no match for him in a fair fight. Each refused to fight two or three on one because they were honorable and noble, so of course he beat them into the dirt," the ivory mare stated hotly. Spike merely yawned and flexed his wings.

"Yeah yeah, I know I got a little carried away but it's not like they didn't survive," the massive drake responded bluntly. Twilight openly gaped at the creature, and silently wondered if her spike would end up like him.

"They were in intensive care for months," Faust stated flatly.

"I said they survived, not that they didn't get hurt," the drake replied curtly. Faust snorted but let it be, she knew better than to try to talk to him when he was being stubborn.

"Who the buck is this Tirek guy," Rainbow dash suddenly demanded, "and why the buck did he raise this guy to be such a jerk?"

"Tirek was both a centaur and a Bephomet as well as the former lord of darkness. My friends and I were forced to contend with him when Majesty was away trying to convince the Princess Ponies to stop their feud. Tirek was a monster who had the ability to twist and distort living creatures into terrifying shadow forms. His primary goal however was far simpler and one you all know quite well, his desire was to bring about darkness eternal by making the night last forever," the ivory alicorn explained.

"Sounds like Nightmare Moon," Applejack noted casually.

"It should," Faust began ominously, "Tirek's power is darkness itself. As such we couldn't truly kill Tirek for so long as light exists, so to must darkness. Tirek's spirit lived on as a shapeless formless entity of darkness. It had no means to attack for centuries until it latched onto the darkness within Luna and tried to use her to bring about Eternal Night. When that failed it tried again, causing the Elements of Harmony nightmare's and latched onto Rarity, and again tried to bring eternal night," the mare explained with a frown.

"Mother, does that mean we were possessed by a stallion?" Luna demanded with wide eyes.

"No, Nightmare is a spirit and thus has no gender," the ancient alicorn replied.

"But Tirek was male, yes?" Twilight questioned. Faust frowned then nodded her head. "Nightmare is Tirek's disembodied spirit, yes?" the lavender unicorn continued. Again, Faust nodded her head. "Then technically speaking, Luna and Rarity were possessed by a stallion," she stated with a nod of her head. Faust merely hummed in thought and then shrugged her shoulders.

"Okay, point to you Twilight," the ancient alicorn replied. Luna however shuddered and shook in revulsion. She had nothing against stallions, but having one running around in her head was more than a little disturbing. 'That does explain a few things though,' she admitted to herself.

"Ugh, I suddenly feel even more violated now than when the Nightmare possessed me," Rarity admitted with a shudder. Luna silently nodded her head in agreement with the marshmallow unicorn. Much as she hated the nightmare before, she had always thought it was a genderless entity. Though finding out the thing was technically male did explain why it was so aggressive.

"Well that is all well and good," Celestia began only to be interrupted.

"Good!" Luna demanded incredulously. "Sister, we just found out we were possessed by a millenia old stallion that tried to kill our mother!" the lunar mare growled at her sister angrily.

"Don't forget about me," Rarity grumbled in agreement with the lunar mare. Celestia held up her hooves and smiled calmly to both ponies. She had honestly meant know harm by the comment, but her own question still hadn't been answered.

"Yes, and I'm sorry for what you both went through. I merely wished to remind Faust she never really explained why the dragons are so isolated now," the solar mare reminded.

"Dragon's have a long memory," Realm piped up.

"Excuse me?" Celestia questioned of the portrait pony. The mare in question let out a breath and fixed Faust with a look. The ivory alicorn in question sighed tiredly and turned to the solar mare.

"The current Dragon Elders lived in Dream-Valley for years," Faust stated.

"I see but that doesn't," Celestia began only for Faust to cut her off.

"Who decimated Dream Valley?" the ivory alicorn questioned flatly. Celestia blinked and thought back for a moment, then flattened her ears as she remembered the old stories. She slowly sat back and mentally winced as it became readily apparent why Dragons no longer had such peaceful relations with Ponies.

"Oh," she mumbled quietly. The other ponies were mostly aware of what happened to Dream Valley as well. They recalled Faust explaining it happening a long time ago, and that her ponies... oh... oh!

"Yeah, lets get off that topic," Realm pleaded. The other ponies silently nodded thier heads in agreement. Bringing up what the ancient ponies had done was not something they wanted to talk about. None of them could condone, understand, or even fathom why they had done it either. They destroyed their home as well as a species for no apparent reason other than fear.

"So," Pinkie began suddenly while shifting on her hooves, "who are the dragon elders?"

"Fiery, Prickles, Smokey, Flash, Sparks, and Spiny are the six current Dragon Elders alongside Spike," she replied. She then shook her head at the snickers from the other ponies. Celestia seemed to be the only one who didn't find their names funny. Most like she actually did, but was controlling herself. Luna wasn't being so conserved as she laughed at the names once used by the dragon elders.

"Okay, Spike is one thing, but did the princess ponies really name them that?" Rainbow asked with a snicker. Faust nodded her head with an amused smile. She'd never say it out loud, but she'd always thought their original names had been a bit silly.

"Yes, however Smokey goes by Smaug, Sparks is called Pyro, Fiery changed his name to Ignitus, Prickles wanted to be called Thorn, Spiny goes by Drago, and Flash is the only one who kept his old name," the ancient alicorn admitted. The younger ponies regained control of their snickers when she did. Celestia rolled her eyes and then looked back to her former caretaker with a curious frown.

"Faust, I know you are busy but do you think you could speak with the dragons on our behalf? I realize their is bad blood between us but things have changed," the pale pink mare pleaded. Her former caretaker frowned for a moment then rolled her eyes and looked down to Spike.

"Hey Spike, you think you could go talk some sense into our friends in the dragon lands?" she questioned of the greater drake. The massive magenta monster reached a claw up to cup his chin in mock thought for a moment. He then looked up with an eerie looking grin stretched across his face.

"By that do you mean go there and beat them senseless till they listen to me?" he questioned mockingly. Faust frowned deeply and shot her friend a dark look.

"No," she stated sternly, "I mean talk to them. Not everything has to end in an all out fight you know," the ancient alicorn replied flatly. Spike shrugged his shoulders and yawned.

"But I like getting into all out fights," the massive magenta monster noted playfully. Faust stared at the greater drake for a moment, then brought a hoof to her face. Sometimes, she honestly wondered about her oldest friends sanity.

"No... just... just no," she groaned. The magenta drake merely snickered for a moment then glanced forward.

"Golden Door up ahead," Spike called out. The ancient alicorn blinked and glanced forward to see the rapidly approaching aperture.

"Well at least this wasn't too difficult," she admitted to herself. Compared to some of her adventures over the years, this was more like a walk in the park. Admittedly it was a bit tideous to navigate the tower's halls but that was it. A quick glance to Nightmare showed that they were just in time as well. The story-mare was clearly faded and looked positively ancient. Faust frowned for only a brief moment as Spike came to a stop before the golden door and laid down. Faust hopped off of Spike's head, while the drake picked up Nightmare and the earth-ponies and unicorns. The pegasi and alicorns followed Faust's lead, all of them now standing before the golden door.

"I have to admit, it really is quite a lovely door," Rarity noted casually.

"Bit too fancy if y'all ask me," Applejack replied in kind. Faust rolled her eyes and approached the door, with a brief shine of red magic the door was opened. Inside appeared a black void, until Drake stepped out with a frown. He looked around for a moment, glared at Spike heatedly which the larger drake returned, then noticed Nightmare.

"Ahh, there she is," he mumbled and approached the dark mare of the moon.

"It seems something lured her out Drake, she also doesn't remember much," Faust stated. Drake frowned for only a moment before sliding his neck under Nightmare and lifting her up onto his back. She let out a slight groan in discomfort before falling silent.

"Thank you for bringing her back," the dragon king offered with a courteous bow. He then glanced back at Nightmare and back to Faust with a slight smirk. "Although I certainly hope we don't keep meeting under these circumstances Faust. Once was bad enough, twice a bit annoying, but three times? I'm starting to see a pattern here," the green dragon noted playfully. Faust rolled her eyes and grinned.

"Don't worry, I'll try not to let your subjects wander into my tower anymore," the mare replied in kind. Drake merely smirked, then glared at Spike, which the younger dragon returned in kind. The millenia old dragons glowered at one another for a short time before Drake snorted.

"Whelp," he growled at Spike.

"Runt," Spike returned darkly. Faust groaned and brought her hoof to her face once more as smoke started to trail from the two dragon's nostrils.

"Would you two stop with the testosterone fueled stupidity already!" the ancient alicorn demanded. Drake snorted for a moment then slowly backed up into the Golden Door. He kept his eyes locked on Spike in a hateful glare even as Faust shut the door.

"I really don't like him," Spike growled irritably.

"Clearly, the feeling is mutual," Twilight noted aloud. Faust couldn't help but agree with the young unicorn. Spike and Drake really needed to work out whatever it was that made them hate one another. 'Though it's probably a territorial thing or something else that is unreasonable,' she inwardly admitted. Either way, it was becoming more than a little annoying. She also... wait, why was the ground shaking.

"Faust shouldn't we be going?" Twilight questioned. The alicorn in question promptly ignored her and focused on the shuddering of her hooves. The ground really was shaking, but it was a minor tremor. The tremor began to grow and Faust twitched her ears to either side. Something was making a racket and it caused her no small amount of worry.

"Miss Faust are you alright?" Fluttershy questioned timidly. Faust shushed her and held up a hoof as her ears twitched to either side to try and pick up the noise. It was faint but steadily growing louder, at the same time the minor tremors she'd been hearing grew steadily worse as well.

"Does any pony else feel the ground moving?" Applejack suddenly questioned while looking around warily.

"I thought it was just me," Pinkie Pie admitted.

"I don't feel anything," Rainbow stated. Fluttershy and Rarity nodded in agreement with the speedy pegasus. Realm however frowned and moved hear ears as Faust was, subtly picking up a strange noise.

"Rainbow your a pegasus, Earth Ponies developed on the ground in such a way that they can tell when it's shaking even if it's only a minor tremor," Twilight stated pointedly.

"Okay so what about the princesses?" the cyan speedster questioned. The ponies turned to the princesses, while Faust continued to listen with a frown.

"We admit we hath noticed a slight tremor, but tis strange," Luna admitted with a frown. "It does not feel as though the land shakes, rather feels as if a stampede were approaching," the lunar mare noted aloud.

"I don't mean to argue, but it ain't like no stampede Princess," Applejack stated seriously. "I've been around 'nough stampedes to know what they feel like. And Ah can swear to you that stampedes feel more like a 'rumble' while this here feels different. It's a lot more subtle and almost smooth, I'd say almost like a flood of some kind," the orange apple mare mused. Luna frowned for only a moment before idly nodding her head. While she was centuries old, she admitted Applejack had likely seen more stampedes in her days on her farm than she had.

"A flood... and that noise..." Faust murmured before her eyes widened in horror.

"Bow bow bow, bow bow bow, bow bow bow," the noise was soft and subtle like the feeling of the ground quaking. But to Faust it might as well be the beat of a drum in her mind. She knew that sound well, she had nightmares of that sound! What was worse was that the sound was growing steadily louder. It was getting closer, and as it got closer the feeling of a flood grew worse!

"Does any pony else here that?" Rainbow asked while idly flicking her ears.

"Aye," Luna replied with a frown. The lunar mare stopped listening to the noise and instead focused on her mother, the ancient mare who was shivering with wide frightened eyes. Seeing the ancient alicorn in such a state caused the younger mare to rush to her. "Mother, art thou alright?" she questioned worriedly. However Faust merely glanced behind her, her ears twitching to a familiar beat she knew all too well.

"Bow bow bow, bow bow bow, bow bow bow," the noise was all too familiar for she had heard it once before. It was for this reason that she was afraid, because she knew they had nothing to stop it this time. 'No flutter ponies no utter flutter, so nothing can stop it now,' she thought fearfully.

"No, not that, anything but that," Faust whispered desperately. Luna raised a brow, wondering what was wrong with her mother.

"Mother please what is wrong?" Luna questioned only for her ears to flick to the path Faust stared at.

"Bow bow bow, bow bow bow, bow bow bow," the sound was now easily recognized by every pony. They could hear it steadily growing in an admittedly funky beat.

"Say, not bad," Pinkie noted with a smile. She idly tapped her hooves to the beat of the noise even as it grew ever closer to them. But as she did Faust began to whisper a song, but it wasn't a pleasant one.

Filth, fungus, rust, and slime,

Please don't forget the floom this time,

Mold, mildew, murk, and mire,

Boiled within a volcanic fire,

Rarity grimaced, feeling no small amount of disgust for whatever this song was about. It sounded absolutely disgusting! Judging by the looks on her friends faces they were in agreement with her. Though for some reason the princesses seemed more wide eyed and possibly even fearful.

Spike however narrowed his eyes and took a slow step back. He knew this mixture that Faust was steadily singing about. He'd been there when she'd first encountered it after all. Unfortunately, Faust was frozen in place, eyes wide as the steady noise continued to grow louder and louder with every second. "Bow bow bow, bow bow bow, bow bow bow." 'It's coming,' Spike thought with narrowed eyes as Faust continued her slow eerie song.

A monster from your darkest dreams,

It revels in your fearful screams,

A deadly mixture, a witches brew,

And now it's coming after you,

"Bow bow bow, bow bow bow, bow bow bow."

"I fear something approaches my little ponies, prepare yourselves for the worst," Celestia ordered swiftly. Mere moments later she got her first look at what approached. The mere sight of it made her heart stop. As a filly Faust had told her and Luna many stories of her adventures. Many of those stories had most likely been made more 'foal friendly' for their sake. She had little doubt that none of the beings Faust had faced were as 'silly' as the mare made them out to be. Case in point, the creature she now stared at.

It was not like she had imagined it as a filly. In her mind she had always imagined a gooey purple grey mass with dozens of eyes that was silly rather than scary. The truth was that she did so only so that she could sleep at night. It was truly a terrible, indescribable thing vaster than she had ever imagined, a shapeless congeries of protoplasmic bubbles, faintly self-luminous, and with myriads of temporary eyes and mouths forming and un-forming as it flowed their way.

Celestia knew the name of this horrid creature, but she struggled to come to terms with the reality of how hideous it really was.

You can't escape this evil ooze,

Cause nothing can stop...

THE SMOOZE!


Nightmare felt as the power within the Land of Legends filled her. Her return had started her recovery the moment she stepped a hoof within the world beyond the golden door. Rather, Drake had carried her within the door so that she wouldn't strain herself even further. As he did, she realized something that hadn't occurred to her before. Out in the 'real world' she had acted as if she were not aware she was a story.

But that couldn't be. She knew she was a story, a legend, immortal in that so long as she was remembered she could not die. She was fine with this, she remembered coming to terms with being a story in ages long since passed. She had had to as a result of being a myth, unlike the 'recorded' stories she was of spoken word. As a result she could be changed to suit the storytellers tastes and as such her personality was varied.

"Is she going to be alright?" Daring asked Drake. She idly noticed them from the corner of her eye, a blur of khaki and green. She didn't know Daring very well, the pony was 'young' by way that she hadn't been around for centuries. Drake on the other hoof was the king of the Land of Legends. He had ruled for centuries and was older than even mother Faust. He was the oldest living creature in all of ponydom and most of his subjects feared him. Nightmare was one of the rare few who didn't. After all, she was a creature of fear and terror as well. Ponies may love a hero, but it takes a truly great villain for them to really shine.

She realized that her memories were starting to come back. As if a fog was finally lifted and her eyes slowly widened. A shadow had entered the open golden door. She'd seen the creature and knew it was not of their world. It was a shadowy wraith that had had a purpose most sinister. She recalled chasing the thing, within the land of legends she knew she could subdue it. But it had led her out of the land and then quickly shadowed and clouded her mind.

"She should be fine, you weren't much better and you're fine now," Drake replied to the pegasus. Nightmare barely paid the voice any heed as her mind worked over what had happened. She needed to know what the shadow wanted, what it was up too and why it had captured her. It must have had a purpose for her aside from wandering around the tower aimlessly. Voices in her mind, she recalled those as well. The voices must have been the shadow whispering its lies to her.

'I thought that was my shtick...' Nightmare noted with a scowl. She could forgive it for being an evil shadow. But she was going to have words with that shadow for stealing her act! She was mistress of the night! She was the dame of darkness! She was the Princess of fear! No pony took her thing! Least of all a pathetic shadow that did nothing but set her on... 'Celestia?' she realized. That made her frown. Why had the shadow set her on Celestia in the first place? The pale pink alicorn wasn't half as threatening as Faust.

'Setting me on Faust or the Elements of Harmony would've been more prudent if it wanted to disable them for an attack,' the mare of the moon noted to herself. She also noticed her colors were coming back now. That would mean her magic was returning to her. That was good, and likely why the shadow's memory spell was being broken now. 'But why did it cast that rediculous spell in the first place? It did it no good to my knowledge, I didn't even slightly maim any of those ponies...' the mare of the moon noted to herself with a frown.

A look of realization suddenly dawned on her. 'Because it didn't want me to maim them! It wanted a distraction!' The realization brought a deep scowl to her face. 'Insult after insult is heaped upon me by that damnable shadow!' she thought furiously. Not only was she used as a pawn in whatever little game it'd concocted, but she had been an expendable pawn! That shadow would rue the day that it dared to trifle with Nightmare Moon!

'It's death will be slow and painful if I get my hooves on it, Sir Light-Bringer died because of it!' the ebony mare nearly snarled. Though she admitted he had already been dead, it was worse that he was risen again as a mindless beast. That she couldn't forgive. She was a cold and dark mare, true, but even she could see evil for what it was. The Necronomicon may have done the deed but if any pony had released that blasted book, then it was the Shadow.

"She's looking better already," Daring's voice came more clearly than before. Nightmare shook her head and took a calming breath to steady herself. Her emotions were running wild. Light-Bringer had been undead long before she met him. He'd been cursed by the Necronomicon to forever walk as an undead. While the Shadow had caused his 'second' undeath, it had also brought about his final freedom. Though the Shadow had also caused War-Helm's death as well.

'I'll take that one, War-Helm was a merciless pony but he fought with me in battle. Pray that you never meet me again my dear shadow, or Nightmare Moon will teach you true terror,' the dark alicorn thought with a frown.

Though perhaps if she knew the Shadow died with a whimper in light it unintentionally unleashed, no one even knowing it'd done anything. She would laugh for it was a pitiful creature unworthy of even a memory...


Tree-Mane trotted into the library silently. It looked around at the scorches littering the ground. the few ashes that remained of the eerie tree catching its gaze. It wasn't at all sad for the death of the eerie tree, it was pleased that it had been released. The feeling it got from the eerie-tree's remains was that of an Elder Tree. A corrupted Elder-Tree to be precise but an Elder Tree none the less. The voice of the helmet beneath it's forelimb suddenly drew its attention. It nodded and turned from the ashes.

They still had work to do.

Tree-Mane trotted forward and approached the remains of War-Helm and Light-Bringer's armor. Both had been devastated utterly by their battle. Half melted, large gashes, and broken joints abound. These suits of armor were worthless in their current condition. Not even the iron within them was worth salvaging in the limited amounts left intact. But Tree-Mane cared little for the armor, it was more interested in the plan the Tower had. It placed the Mad-Crown down and began to trot around on it's hooves.

The voice of the tower echoed in its head, telling it what it needed to do. Its branches reached out and began to draw on the ground as if tipped with charcoal. The lines formed a spell array, one that encompassed most of the floor and surrounded the two sets of armor. That done Tree-Mane rose up on it's spidery limbs and approached the mad-crown. It lifted the object up with it's forelimbs and carried it to the center of the array. The voice of the crown asked if this was going to hurt it.

Tree-Mane didn't know the answer and didn't bother with a reply. The spirit within the crown fell equally silent as it was placed in the precise center of the array. Tree-Mane moved away from the array, then twitched as the Tower spoke to it once more. The eerie tree pony nodded its head and raised a hoof. It began to slam its hoof against its head, soon a crack formed against the alabaster white of it's forehead. The crack split and a familiar curvy and jagged black horn slowly slid free.

Black blood oozed from the wound and trailed down its face to drip from it's chin. The blood oozed and seemed to mingle with the charcoal array on the ground. The tree pony's horn suddenly seemed to absorb the light around it, forming an eerie inkly blackness around it that slowly spread outwards. The tree pony lowered his head and lightly touched the array with its horn. The 'magic' from Tree-Mane surged to life in the array. The tower added its own power to the mix, the array burning bright bloody crimson as it did.

At that moment red orange flames roared to life a mere moment later. A whinny sounded and a flaming war-horse formed in the air. The flames twisted and turned and formed into a flaming pillar that rose into the air. Tree-Mane watched it all silently, even as the pillar rose up, before forming into a new form. A wolf of blue white flames, its body fell from the heights of the library to land on the ground silently. The wolf shook it's body for a moment and then howled as flames surged out into the ruined suits of armor.

Instantly the metal of the two suits of armor began to melt. Gold and steel seemed to evaporate, leaving only the wrought iron and silver behind. The two remaining metals slid over to the mad-crown and caused it to melt as well. The pool of light and dark metals then rose upwards. The metal thinned, folded, and formed into familiar plates and armor. A large black form soon took form, its shape seemed like that of a pony, but there were differences.

The silver soon formed across the armor into distinctive plates. A torq around its neck with a single ruby in the center and chains reaching down under its forelimbs. Knee pads on it's back-knees that resembled War-Helm's but much thinner and smaller. Hoof-Boots formed afterwards, appearing more like paws with four distinct claws that carved long gashes out of the floor. The armor opened six blades from each side of its body that formed like a pair of wings, silver forming into 'arms' to gather them.

A neck and silver segments rose up from the torq, soon forming a familiar grilled muzzle-plate that curved into a slight point. Over the plate was a helm, different to the mad-crown in design. It was formed into a bladed trident shape that curved along where the head would be, a single runed blade reaching from the forehead with a tiny ruby beneath it. The top part of the trident split like a crest to allow a mane to flow freely.

Finally the silver slid along the metal pony's body till it reached its flank. There the silver shifted into a flame, a crescent moon left silhouetted within it. As soon as the emblem appeared the armor pony's body began to shake, rather, heat began to rise and give the illusion that it was shivering. A sudden burst of heat and roaring white / blue flames roared to life from within the armor pony's body. It surged from every crack and crevice, bathing the armor pony in heat so great that it melted the floor beneath his hooves.

Soon the heat and the flames retreated within the armor itself. Soon a flaming mane and tail of white / blue flames flowed and whipped about from the armor. Steam rose off of the armor for a moment before it too settled down. The armor shook and creaked for a moment before falling to it's side. A paw / hoof rose up and the armor struggled before slowly rising up. It shook and shivered a moment more before turning it's head towards Tree-Mane.

The tree pony watched the armor pony as he slowly got up to his hooves. The crimson magic from the array died down until all that remained of it was the refuse metal it had discarded. Tree-Mane twitched and turned its head as the armor pony / wolf / thing got up and onto its hooves... err... paws. The creature finally seemed to stand with strength, a pair of yellow eyes opened and glared at Tree-Mane. For a moment all was quiet, the armor pony / wolf / thing stretching its neck to either side then letting out a snort of fire.

"That," it began hoarsely, "really... really... hurt," it finished. Tree-Mane didn't respond or really care if it had hurt.
"Name... me," he growled out and the tower answered him. The name was familiar of course, it was the 'alicorn' he was to replace. Although the idea of being war incarnate was... daunting, it knew a predator was the perfect creature to have such a tittle. "War-Helm," it noted softly, testing the name for a moment.

With a nod it the new flaming war-pony snorted once more then shook his entire body. He then stretched out and let out a yawn before standing tall and looking around. "So... what... now?" he asked in a hoarse voice. He raised a paw to his neck and then internally grumbled about needing to get used to speaking again. It'd been thousands of years since he could actually talk, he was very out of practice. The tower responded with a simple message to both ponies.

Tree-Mane silently nodded its head and turned on its hoof. Its horn slowly slid back within it's body, the crack it came from sealing as it went. It needed no further coaxing to make its way through the tower to locate Faust and her companions. It would have to work to make sure it didn't try to take the ponies, but that was a small feat. It admitted to itself it had no practice in doing so, but Faust, Celestia, and Luna were all present. It wasn't going to make all three of them into enemies. With that though in mind the tree pony left the library on spidery limbs.

The new 'War-Helm' waited a moment, he silently watched as Tree-Mane trotted off. He wondered if he should even bother to introduce himself to the other 'alicorns'. It would be a pointless effort as he was the second to carry his particular name, tittle as alicorn of war, and even appearance. They would always compare him to the original, always think he was a psychotic mad pony. Perhaps he should leave and go about his business. He was a wolf first and a lone wolf of old at that, not a pony, so their problems didn't really matter to him.

Then again, the problems of ponies always came back to haunt the other species. None would be more dangerous than the one currently roaming around the halls of the tower. Much as he hated to admit it, he would need to cement his place among their number if he was to gain any standing. While fear had always been his preferred way of gaining power, respect would work better with prey species. He was a predator, true, but he had been attached to both predator and prey over the centuries. He as such had a unique view on both.

That aside he needed to test the upper limits of his new magic. The previous War-Helm had only known the most basic of abilities he could use. From what it had been told, he was a vicious and psychotic enemy. He had no real control of himself or his actions, preferring to allow his passions to drive and rule him. He knew that such a fate would await him if he weren't careful. He also knew that control of fire was basically useless against the other, seemingly immortal, alicorns in a fight.

As such he would have to give the name 'War-Helm' at least some measure of honor. If for no other reason then to get on the good sides of his 'comrades' of sorts. No small task considering how the blasted barbarian had unleashed flaming death on everything including children and infants. It was a despicable and utterly ignorant act, even to a predator like him. A child was a potential meal if allowed to grow, an infant was also, killing them short was pointless and wasteful.

A sudden snort of fire and the new War-Helm knew his anger was starting to rise. Probably a result of his new form and power was increased and potentially exaggerated aggression. He would have to be careful not to allow his passions to rule him as they had the previous war-horse. Flames could consume all in their paths, even itself if it weren't careful. Ruling his passions would be a necessity of this new life he was thrust into.

That aside he'd also have to become acclimated to his new body. Unlike his previous hosts he would not be blessed with 'eyes in the back of his head'. This meant he would have only his own instincts, honed in countless wars and battles, to aide him. He was fine with this. But first he'd need to master walking, as the ponies body was unusual in comparison to the one he was used too. True his forelimbs appeared more lupine than equine, but his back legs head the distinctive shape of a ponies... with paws.

'This will be a very trying chapter in my life,' the once lone wolf thought with a mental sigh. Although he had to admit, while it would be trying, it was nice to have legs again...


"RUN!" Faust's scream tore through the normal silence of the tower. She and the ponies were riding on Spike as he tore a path through the towers halls. Hot on their trail was a purple / grey protoplasmic goo bent on their destruction. Celestia and Luna were shivering as the watched the mass surge forth like an unyielding flood. The continuous little song it continued to sing did little to make it any less threatening. Moments later the princesses watched as the Smooze rose up, numerous arms and hands and bodies forming along it's mass before it hurled balls of protoplasmic goo at them.

"Twilight, girls, make a shield to stop those from hitting Spike!" Faust ordered quickly.

"But it's only..." Twilight tried to say only for Faust to glare at her.

"Just do it!" she roared. The little lavender mare yelped and did as bade. Celestia and Luna needed no coercing to do as the ancient alicorn ordered. They quickly formed shields and used them to block every gooey ball of gunk hurled by the unyielding mass of purple protoplasmic muck. Unfortunately the spheres came more and more often, some one after another in rapid succession by dozens of hands and temporary bodies.

Twilight mentally gaped at the mere absurdity of the creature. It didn't seem to have any kind of solidity, it was strictly a murky glob of goo. All it did is move and surge like a never ending flood. It had no practical purpose aside from destruction. However she couldn't really understand why it was singing, nor could she understand why it was hurling pieces of itself at them. Was there some point to it she wasn't aware of? For that matter, why was it chasing them? Faust clearly knew it and she assumed that had something to do with it, but seeing the ancient alicorn so scared was worrying.

Celestia and Luna had no such questions. They recalled the stories from their mother. Details were a bit sketchy after so long, but they knew what the spheres of goo would do when they attached to you. They twisted your mind made you miserable and mean. It'd happened to several ponies, however Spike had had only a bit on his tail in his youth, yet it hadn't effected him. It was possible the substance didn't affect dragons, or more likely, the amount on him hadn't been enough to do so. 'Mother likely doesn't want to take chances either way,' Luna assumed and thought it was prudent.

Spike himself cursed and ducked the few stray balls that Celestia, Luna, Faust, or Twilight didn't stop. He glanced back to see the Smooze approaching and shivered violently. He recalled this beast well. He'd been there when it was first unleashed on the ponies of Dream Valley. He'd only been a baby dragon at the time, but he'd seen enough of this protoplasmic horror to last him a life time. He stopped his reverie to leap over a tendril of protoplasmic goo that tried to wrap around his legs. He certainly didn't remember it ever doing anything like that!

"Shit! Faust I thought we took care of this stuff back in the old days!" Spike roared at his oldest friend as he actually jumped forward to avoid more of the slithering mass of goo. It was sending out more of those eerie tendrils, trying to catch his legs and trip him. 'I seriously don't remember this stuff being this smart,' he noted with no small amount of panic. While the Smooze had never been exactly mindless, it'd mostly seemed an instinctual beast before. He assumed that ten thousand years had something to do with that. Though what pit the stuff managed to slither out of, that he didn't know.

"Yes I know, but remnants were found on the outskirts of Mount Gloom. Majesty and I collected them and stored them in a bottle which we locked in the bottom of the tower. Over a bottomless pit I might add," the ancient mare replied.

"Then how the buck did it get loose?" Spike demanded in a snarl. Faust threw her forearms up into the air and glared at the massive magenta drake.

"I don't know!" she admitted loudly.

"What the buck is that stuff!?" Rainbow Dash demanded with wide eyes. The purple flood continued on its path, never stopping or stilling as it chased the massive magenta drake.

"The Smooze is a witches brew, also known as 'the great devourer', it's an ancient spell which unleashes destruction on a massive scale," Faust replied with a scowl. "Back when I was young, three witches who lived on Mount Gloom created this stuff and set it out to destroy all of Dream Valley. We tried everything to stop it, we tried everything to stop it. Even Majesty tried to stop it only for it to continue forward like she didn't even tickle it! We only managed to stop it before because it had a weakness," the ancient alicorn replied.

"Did you try to use the Elements of Harmony?" Twilight asked quickly.

"Well no, but..." Faust started, only to widen her eyes when she saw Twilight's crown start to glow. "Wait! No!" Faust cried out. However she was too late, as the six ponies unleashed a blast of rainbow energy. "Bucking pony feathers!" Faust cried loudly. The six fell down and shook their heads, then watched as the rainbow energy began to cut and slice through the Smooze. The purple mass slowed down, but continued chasing them. Spike grunted and glanced back only to groan.

"Are they complete idiots?" the massive magenta drake snarled, "that didn't work last time!" The dragon's decliration caused no small amount of worry in Celestia and Luna. They trusted the power of the Elements of Harmony to defeat most of, if not all, the most dangerous creatures they faced. Certainly a creature from their mothers early years wasn't more powerful than the like of Discord or the Chrysalis, or the Nightmare.

"Mother surely the elements are different to the Rainbow of Light," Luna pleaded. Faust snorted and then crossed her forelimbs as she watched the rainbow continue to cut and slice through the Smooze. What it didn't cut was strangled and ripped off of the rest of it's mass. However the purple grey monster easily recognized the tactics of the rainbow, it was the same that had been used by The Rainbow of Light. 'It'll be easier for it this time, this version has Floom added to the mix,' the ancient alicorn noted darkly.

"Only in that they are a combination of other powerful relics," the ancient alicorn grumbled irritably.

"Then shouldn't they be strong enough to stop the Smooze?" Celestia questioned worriedly.

"The Smooze that the Rainbow of Light fought and lost to was incomplete, it was only later that Floom was added to it. This version is the complete version of the Smooze," Faust replied flatly, much to the princesses horror. If an incomplete and weakened version of The Smooze could beat the Rainbow of Light, then a complete version...

"Oh my," Celestia whispered. The element bearers however shook their heads and slowly sat up. Twilight instantly noticed she felt weaker than normal. Almost like all the magic had been drained from her body. She idly looked to see her friends had fared no better, each of them moving sluggishly. Rainbow was the last to sit up, a hoof pressed to her head as she nursed a headache.

"Oh my head, why did that hurt so bad?" Rainbow questioned.

"The Elements of Harmony require the magic of a pony to function properly. Normally the Elements of Harmony only use a minor bit of magic to awaken. It then only needs a faint bit more to cast whatever spell or effect it needs to stop what they are pointed at. When distributed between multiple ponies this amount becomes a fraction of the normal amount so you don't notice it. The Smooze can't be beaten by the same means as the other beings you've faced, thus the elements needed a lot more magic," Faust responded blandly as she watched the battle with a frown.

"Whoa, look'it that rainbow, its tearing that purple gunk ter pieces!" Applejack happily crowed. Twilight watched the battle as well with a more calculative expression. While it did seem as if the Rainbow was winning, it wasn't doing much damage to the Smooze. In fact, it didn't look like cutting or strangling pieces free was doing any damage.

"No... it's not," Twilight whispered as a horrifying realization came to her.

The rainbow continued to twist and turn, circling the Smooze and ripping it apart piece by piece. Strangely it never once stopped singing its funky gunky song. Instead the million mouths that formed along its gargantuan mass merely started to grin eerily. The rainbow shot down and the Smooze opened a mouth and gobbled it up. The rainbow instantly blasted it's way free of the Smooze and shot into the air. But the halls of the tower were too narrow and small to be of any aid to it. A massive gooey hand shot into the air and grasped the rainbow then yanked it down where a new mouth swallowed it whole.

"W-what, b-but that stopped Discord, N-nightmare Moon..." Rainbow whispered with wide frightened eyes.

"Oh-oh dear," Fluttershy whimpered and backed up till she was hiding beneath a wide eyed Luna.

"Sweet moon above, we... we have no words..." Luna muttered.

"Da-darlings, sh-shouldn't that horrid stuff be g-gone now?" Rarity questioned desperately. Applejack just tried to comprehend what she was seeing. She'd seen the Elements of Harmony deal with twisted gods and monsters, how could it fail against whatever that purple muck was?

"Th-this can't be ha-happening," Twilight murmured with wide eyes. "The Elements of Harmony are the most powerful magic in all of Equestria! Why is that stuff still moving? How could it eat their power?" she demanded frantically. She noticed a shadow over her and turned to see Faust, a deep frown on her face.

"Five words," Faust stated sternly. The other element bearers slowly turned to the ancient alicorn who narrowed her eyes. "Nothing can stop, The Smooze," the mare stated.

"DON'T EVEN TRY!" The Smooze itself suddenly declared. The ponies turned back to the unending mass of purple muck with wide eyes.

"I remember it singing, but I didn't know it could talk!" Faust admitted with wide eyes. However that was a minor concern at best as the stuff started to gain on them.

"Miss Faust is their anything we can do to stop that horrid icky mess?" Rarity pleaded desperately. Faust frowned and shot the mare a look only to be interrupted by an irritated Realm.

"What part of 'nothing can stop the smooze' didn't you understand?" the portrait pony demanded. Rairty blinked and then widened her eyes with a look to Faust. The ancient alicorn merely shrugged her shoulders in reply.

"Y-you mean you w-weren't just embellishing?" she questioned quietly. Faust silently shook her head, which caused Rarity to turn back to the oncoming mass of muck and grime with wide eyes. "Then what do we do now?" she wondered aloud. However before any pony could answer the Smooze started to hurl more gobs of ooze at them.

"Girls give me a hand with those, Twilight will be too tired to do anything with 'em," Faust ordered the two other alicorns. Each quickly set back to work blocking the orbs of purple ooze with their magic. As they did Spike was back to hopping and jumping over lashing tendrils from the infinite muck. 'We can't keep this up forever,' Spike noted to himself. He then turned to the side and jumped forward to evade a torrent of purple goo. 'It'd take a miracle to save us now,' the massive magenta drake thought with narrowed eyes.

As if in answer to his prayers, he noticed something ahead of them. It was a shining shimmering mass of twisting and turning machinery. As they approached it, Spike noticed a strange almost warbling grinding noise coming from it. He frowned as he approached and glanced back to the Smooze. "Uh Faust there's something up ahead," the greater drake noted aloud. However Faust chose to ignore him and instead focused on deflecting the orbs of purple goo.

"Just avoid it," Faust shouted back. Spike frowned and turned back to the strange sphere of shimmering shining metal. 'Avoid the thing, right...' he thought sarcastically. The strange sphere was growing in size, it was already far too large for him to be able to avoid it. 'Then again, I don't think it could possibly be as bad as being covered by the Smooze,' he admitted to himself and lunged for it. His increase in speed knocked the alicorns down, the other ponies yelped and held on desperately to anything that they were able.

"Spike what do you think your..." Faust began only to trail off as she saw the shimmering light. "Isn't that," she murmured then grinned widely. "Finally someone with a plan!" she exclaimed while Celestia turned and smiled widely.

"So he's pulling my tail out of the fire again, I think I owe him a dinner by now," the pale pink alicorn mused aloud. Luna blinked and turned to her sister and mother with a raised brow.

"Wait, what is going on?" Luna demanded only for Faust to grab her and Celestia.

"Never mind, we'll explain later, for now, hold on every pony it's going to be a bumpy ride!" the ancient alicorn crowed with a laugh just as Spike reached the sphere. In that instant the many twisting turning churning gears and mechanisms that made up the sphere quickly spread along the drakes body. Once they completely covered him they just as quickly retracted back into a sphere. The Smooze narrowed its many eyes and surged forward, it attempted to engulf the sphere, only for it to vanish in a flash of light.

The Smooze shifted and turned in place for a moment. The confusion it was feeling was readily apparent to any who cared to look at it. However a moment later all the halls within the tower shrank, causing the purple mass to be crushed and packed into the halls tightly. An irritated expression appeared on several of its faces before it suddenly surged forward with a warbling grunt, its song began anew as it surged through the towers halls in search of its elusive prey.


The light was vast but soon gave way to a spinning vortex. Shifting and shimmering pieces of machinery completely surrounded them on all sides. Spike yelped as he found gravity leave him entirely. He idly noted Pinkie squeal in joy and start to 'swim' in the weightlessness. 'Totally something Surprise would do,' the massive magenta drake noted with a smile. However that didn't matter, more concerning was the strange vortex they had found themselves in. Glancing up, Spike saw what looked like an eerie eye. But the eye was... wrong.

It was large and glared down with an yellow-orange five point star shaped iris with rounded ends, black sclera, and a strange squid shaped pupil with a spot of red in the center. A sound like drums and flutes seemed to echo in his mind for a moment before he grunted. He quickly tore his eyes away from the eerie eye and let a shudder rock his body. Whatever that thing was he didn't think it was a good idea to stare at it for too long. The ponies didn't seem to see or notice the eye, instead they were watching their pink friend as she spun around in midair.

Spike quickly decided it was best that they not see the eerie eye. His wings expanded and he wrapped his body around the little ponies as they continued to fly through the vortex. He looked down to see Faust and the others were okay, then glanced back up to see that the eerie eye was suddenly gone. A shiver crawled the length of his spine, but he paid it no more head even as the familiar warbling grinding noise sounded once more. He didn't know what was happening but he hoped that this strange trip would be ending soon.

As if in answer to his question the warbling sped up. Spike prepared himself however as it did the ponies in his grasp seemed to flash out of existence. "What?" he questioned incredulously. However his shock was short lived as he found himself outside of the tower. He quickly opened his wings and gave a mighty beat to keep himself from slamming into the ground. As it was he landed roughly in the dirt just outside of the 'Black Forest' that surrounded Faust's tower. He knew what was in that forest but he honestly didn't care. Let that annoying little runt try to hurt him!

'What the buck just happened?' the massive magenta drake wondered with a frown. The light had sent them threw a strange vortex, then separated him from them. 'But why? Was it a trap or something?' he had no answers for the questions and that is what really irritated him. He needed to get back to the tower, find some way back inside, and make sure the Smooze didn't destroy Faust and her little ponies. 'Let's just hope I can do all that before they end up being gunked by the Smooze,' the magenta drake thought as he gave a snort and flapped his wings once more. He had to hurry, time was running out for all of them.

Luckily, the girls were in the capable hooves of some pony with a lot of time on his hooves...


Twilight slowly returned to consciousness. She also made a mental note to figure out a way to prevent falling unconscious again for the foreseeable future. She idly noticed the cool floor first and then groaned as she opened her eyes. 'What happened,' she wondered as she took a glance at her surroundings. She saw they were in one of the many different rooms within the tower. Her friends were laying around her and slowly coming to as well. 'Right, there was that sphere of light, a strange vortex, and then... nothing?' the little lavender mare questioned with a frown.

"Ah it's good to see you as well Celestia," a stallion stated. "But don't you think you're being just a bit too friendly. I think your little ponies might find you hugging a strange stallion a bit off," the same voice noted playfully. Twilight blinked and looked all around for the owner of the voice. Upon finding it's source, she widened her eyes. She found the stallion being hugged by Princess Celestia with Faust snickering nearby, that alone was strange.

However far stranger in her opinion was that the stallion in question was also an alicorn. Admittedly he was a very striking and tall stallion, about Luna's height to be exact, his coat was copper in color, his wings were large and folded at his sides with bits of metal interwoven within them, his eyes were a striking blue, strangely inorganic in some way, and seemed to give off a feint glow, a long fluted horn with a green gem at the tip was situated at his forehead, finally his mane and tail were black with golden streaks.

She also noticed that his hooves were covered in brass coverings of some kind, he also wore a white button down shirt with the sleeves rolled up and a black tie, he also had a black waist-coat over that, a pair of black welder's goggles situated a bit bellow his horn, a silver pocket watch with a chain hung from one of his pockets. Finally was his cutie-mark, which was an hourglass with what looked like a series of turning cogs gears and other such clockwork mechanisms within it.

Twilight silently stared at the stallion for a moment before he glanced in her direction. A wide grin crossed his face and he tapped Celestia on the wing. She blinked and glanced over to the awakening ponies and quickly released the stallion. She cleared her throat and composed herself, but a slight pink dusted her cheeks. Faust smirked and shook her head at her actions, while Luna merely gaped towards the copper coated stallion.

"Th-thou art an alicorn, and a stallion," the lunar mare stated. The stallion in question smirked and glanced to the younger sister with a playful grin.

"That I am, sorry, didn't know 'alicorn-ness' was reserved for mares," the stallion teased. Luna sputtered and Faust let out laughter at her expense. Huffing Luna stomped a hoof and turned from the strange stallion as he turned back to the other ponies. "Now then 'ello there, pleasure to meet you all," the stallion stated as he approached the confused ponies. Well most were confused, Twilight recognized that look on Rarity's face and resisted the urge to face-hoof. 'Ugh, not again,' she thought with a shake of her head.

"Uh, pardon me sir, but who are you?" the fashionista questioned with a bat of her eyelashes. The stallion raised a brow for a moment and then straightened out his clothes a bit.

"In ancient times I was known as Temporal Machina, the time keeper of Canterlot," he began, "but since then I have had a great many names and tittles such as Lord of Trottingham, 'Time Lord' by Prince Blueblood, Alicorn of Time and Invention," the alicorn listed then gave a grand bow to the mares. "But for the sake of simplicity you all may call me, Clockwork Gears. Or just Clockwork if that's too much of a mouthful," he began then raised a hoof with a wide grin, "and as Faust said earlier, I have a plan!"


Recipe for the Smooze: {Muck, Mire, Mold, Filth, Slime, Mildew, Fungus, Rust, and Floom} This is cannon, this is what the witches used to brew the Smooze in the MLP movie. It is literally made up of the most disgusting things they could find and would be the kind of stuff a neat freak like Rarity would abhor.

TBC...