//------------------------------//
// The Elements of Learning - Part Two 
// Story: Elements Of Learning 
// by Arreis Of Avalon 
//------------------------------//

	Spike stumbled through the darkness, his claws touching nothing. They seemed to phase through the shadowy mass, meeting little resistance. It was impossible to see. Spike had never been blind before, but now he had a pretty good idea of what it entailed. He tried to breath out a burst of fire, but the embers did little to help him. They lit up nothing but his face, leaving the ground below him and his surroundings completely in shadow.
He looked around - or at least he thought he did. It was impossible to tell if he was or not. There was absolutely nothing around him. He groaned out of worry. “How’m I going to get out of here?...” He sat, trying to think of a way out. He thought and thought, but there was only one thing he could think - there was no way out of this. 
He thought that thought, that is, until he saw a small beam of light. It was purple, like Twilight’s magic. “T-twilight?” The light seemed to flicker, moving further away. Scared he would lose the only light in this dark, he quickly scampered toward it.
The light got closer and closer, brighter and brighter. He shut his eyes as he neared it, the brightness nearly blinding at this point. He kept going until he suddenly felt warm. Comfortable, even.
He opened his eyes and was surprised to find himself standing in the library. “Huh?” How had he gotten here? Hadn't it been destroyed? 
Twilight was shelving books. Spike was surprised again - there were no wings at her sides. Was this a dream? A memory? What in Equestria was going on? “Twilight,” he repeated hesitantly, frozen in place with confusion. 
Twilight looked at him and smiled. “There’s my number one assistant,” she said in a little  too cheery voice. “I was wondering when you would get back!”
Spike glanced around. There were books scattered all around. Hadn’t he just been in a castle? It was a little fuzzy, suddenly…
“Oh, don’t worry about those,” Twilight said. “I can shelve them just fine. Today, I want you to help yourself to some ice cream!” He turned back to Twilight, surprised. “I know, I know, I don’t usually let you eat ice cream this early, but go wild today. I think you deserve it!”
“Are you sure,” he asked, confused. Something felt… off about Twilight. Very off. 
“Of course, Spikey!” The mare smiled. It looked weird to Spike - like it was a little too big on her face. What was going on? “Come on, I’ll help you scoop it out!” She trotted off into the kitchen, leaving Spike to follow, still confused as to what was going on.

Rainbow Dash was flying. She wasn’t quite sure how she had gotten back to Ponyville, but she had. She was flying over fields and clouds and couldn’t help but smile - the wind in her mane, the slight chill of the upper sky. It felt good.
But hadn’t she just been doing something? She was sure she had been. It was just that she couldn’t quite remember what she had been doing. 
She saw a stadium in the clouds in front of her - Dash recognized it. “That’s the Wonderbolts stadium… but I thought that was further from Ponyville that this…” She shook her head and flew towards it.
She soon found her way inside and began to trot around. There were trophies everywhere, lining the walls. She gazed at them in awe. Had they really won that many medals and ribbons in the past? “Woah…”
She stopped when she saw a new trophy case, absolutely filled with gold medals and blue ribbons. She didn’t recognize these from all her times being here. She looked closely at the plaque. “Huh?”


For her spectacular display of heroics through the use of the legendary Sonic Rainboom, we give this award to none other than
Rainbow Spectra Dash, Wonderbolt Captain


Her eyes widened. “Me? A Wonderbolt? A CAPTAIN?” She took a step back, surprised.
“What’s got you so spooked,” a familiar voice said behind her. She turned, startled, to see Soarin standing there with a smile. “Heya, Cap. How was your morning flight?”
She tilted her head. “Cap?... But what happened to Spitfire?”
Soarin frowned lightly. “Did you hit your head again? You really need to stop hurting yourself, Cap! You’re going to get a concussion before a show at some point…” He smiled again. “Don’t you remember? Spitfire retired to the Elite Corps. You filled her place - Youngest Captain award, see?” He pointed to another award in the case. Sure enough, it was another award with her name on it.
Rainbow wasn’t sure if this was some sort of joke or not. Spitfire, retiring? That didn’t sound like the fiery mare. And her, as captain? Soarin would be a better captain that her. And there was still that nagging doubt in the back of her mind - something she was forgetting. What was it?
“Come on, Dash. We should start todays warm ups.” Soarin smiled again - it looked a little different than his usual smile. More tense. Dash shook her head and followed him to the workout room. She just couldn’t shake the feeling she was forgetting something…

Rarity laughed in delight as she spun around the new studio, her eyes shining as she saw all the gemstones at her disposal. “This is all mine,” she asked Fancy Pants in awe.
“It’s been yours for years now,” the stallion said with a laugh, shaking his head in bewilderment. “Madame Rarity, did a mannequin fall on you and damage your memory? Perhaps we should go see a doctor.”
Rarity shook her head, completely in wonderment at the sight before her. “No, there’s no need for that. I’m sure I’m fine…” She wasn’t quite sure, however. She didn’t remember having this at all. She had always worked at Carousel Boutique! This new studio was too spectacular to have been in Ponyville all along. In fact, was she even in Ponyville now? She couldn’t see the windows, they were covered by fabrics and buttons and things. She could check later, she supposed. 
She thought for a minute. Hadn’t she just been in Canterlot, actually? In the castle?...
“Well,” Fancy Pants said, breaking her from her reprieve, “I think I should leave you alone for inspiration to strike, no?” He turned to walk out. “Enjoy your dressmaking!”
Rarity glanced around, unable to get rid of the nagging feeling that something was a tad off with this wonderful studio. “Oh, Rarity, stop being silly. Come, let us get to work!” She walked through a nearby door to another part of the studio, humming in delight.

Fluttershy was humming as she pranced around her animals. They were inside - there was a rainstorm. But they were inside a wonderful animal sanctuary. All the animals around her listened to her humming. None of them were acting out, or misbehaving - all of them were smiling and being very polite and nice. It was almost scary. Almost.
Something felt wrong though - maybe it was just the rainstorm, but Fluttershy felt she should be somewhere else. She shrugged it off, however. “What’s that, Angel,” she said to the very calm and polite bunny. “You want more carrots? Alright! Let’s go get some…” She walked through a door, going to get more carrots.

Pinkie Pie shouted in happiness as she bounced out the door onto a trampoline, soaring high into the air, almost to the ceiling. “WOOHOOO,” she screamed as she landed in a biiig pool of whipped cream. She was giggling. The party spun around her as she got out, spinning on her hooves. It had been going on for days - she wasn’t sure how she knew that, but it had! She laughed as she waved to Cheese Sandwich, with a good natured “HIIII CHEESY!!!”. He waved back, unable to come over as he was entertaining a few kids.
She looked around for the next thing to do. She was having so much fun - everyone was! Ponies were laughing, foals were giggling, and it was so so perfect!
So why did something still feel off?
“Oooh, Punch,” she shouted, running to the punchbowl on the other side of the room. She slipped and went sliding through another door. 

Applejack sighed in relief as she sat back in the rocking chair inside. Outside, the Apple Family reunion was in full swing. It had been a long harvest, and she was plum tuckered out. She figured she could sit and rest here awhile. With a smile, she began to shut her eyes, thinking.
“This reunion feels different,” she said softly to herself. Like there was somepony important missing. “Actually, a lot of someponies aren’t here…” But she couldn’t quite remember who she forgot to invite… “Maybe I’ll ask Applebloom later,” she said, as her eyesight faded to black.

Twilight was crying in the darkness. “Pinkie, Rainbow, Applejack, Rarity, Fluttershy, Spike… W-where am I?...” Nopony answered. Nopony remembered. She opened her eyes. They held a small glimpse of hope - the spark of friendship in her. It was fading fast.

*~*~*~

Spike looked closely at the bowl of ice cream before him. Strawberry with rubies and sapphires. It was his favorite. But it was so early in the day… Twilight never let him have ice cream before dinner. “What’s wrong, Spike? Not enough gems? I can get more, I’m sure there’s some around!”
Spike shook his head, confused. “No, there’s plenty… Are you sure, Twi? You never, well…”
“I know! I just want to reward you for being my number one assistant, Spike.” Twilight hugged him tightly, smiling warmly. “I don’t think I thank you enough for that.”
Spike blushed lightly, but smiled back. The hug wasn’t bad. “Thanks, Twi…” He took a bite of ice cream, humming as he crunched through a ruby. It WAS tasty… Maybe he was just thinking strangely? Maybe the whole ‘living in a castle’ thing had just been a dream. 
He ate his ice cream happily as Twilight sighed. “Darn it, I left my checklist in the other room! I’ll be right back.” Spike nodded as Twilight trotted through the door. As her hooves crossed the threshold, they changed; her lavender fur shifted to a cool sky blue, and for an instant only, her eyes changed to a cruel and malicious teal before shifting to Soarin’s emerald green.
“Rainbow Dash?” The mare turned around, surprised. That’s right - he had gotten behind her. She just moved that fast. “Still a bit dazed, I see.” Soarin chuckled. “Don’t worry. After warm ups, we’re about done for the day. Maybe me and you could race some!”
Rainbow’s ears perked up at the word ‘race’. “Oh, you are on!”
Soarin grinned. Exactly as planned…. Together they flew off full speed to the warm up room.

Rarity groaned, letting her muzzle hit the table. Behind her, trailing all the way from the trash can, were crumpled up pages. Her magic was currently levitating another over there. “None of them! Absolutely none of them work!” She sighed, looking up at the wall in front of her. There were pictures of dresses galore, all of them superb - so why did none offer inspiration?
She stood, pacing away from her chair to the nearby mannequins. “Come now, Rarity,” she said to herself. “If you simply keep a level head, you’ll have plenty of ideas!”
Yet, as she looked at the mannequins, she thought of nothing. No new ideas, no new fabrics, no new gowns… Nothing! She sighed, glancing in the mirror. She was all alone for the moment. That seemed… wrong. Of course, she couldn’t expect Fancy Pants to be there all the time. He was a very busy stallion! 
She sighed, trotting up to the mirror. “Oh, just admit it, Rarity… You’ve hit a low…” She flopped into some of the fabrics near the mirror, shaking her head. “What’s the use of making dresses when you’ve no one to give them to?” She buried her head in the fabrics, groaning.

“OH!” Fluttershy whimpered, hiding under her blanket. The thunder outside had grown quite loud. Angel Bunny patted her wings lightly, careful not to startle her. He had stayed close by often, only leaving a few times to go eat and play with the other animals. Fluttershy really appreciated it.
But then the thunder had gotten worse, and she had hid under the blanket, and then everything had just gotten a bit scary. She trembled in fright. Angel pat her mane, brushing it out with a comb as she lied there. While it made her relax a little, she couldn’t help but glance outside at the storm. “Oh… What if some poor animal is out there, trapped in that rain?... They must be so scared…”
Angel rolled his eyes and thumped on the ground. “Oh, I know… I can’t really go out there, i-in this conditio- AH!” She ducked into the blanket again as the house rumbled with more thunder. She whimpered softly, sighing from inside her blanket. “I wish I were brave… I’m kind already, but I can’t be kind outside when I’m this scared…”

Pinkie sighed. Parties were fun. But what happened to this one?
Streamers were everywhere, and everypony was laughing. There was punch and confetti everywhere. Everypony was having a good time - but Pinkie just couldn’t laugh along!
What was going on?
She sighed, swirling a top on the table. It had a big happy smiley face on it. “Oh, how are you so happy,” she asked it. “You just spin around in circles!” She leaned back in her chair, crossing her hooves, looking up at the ceiling. “I want to go outside, but Cheese told me there was a surprise… I don’t want to ruin it…” She sighed, glancing around at all the laughing foals. “What good is fun when all you get to do is watch everyone else have it?...”

Dash panted, standing at the end of the race track. That was the 12th race they had done - she had won again. But she was getting tired. Soarin trudged along, his wings dragging behind him, almost long enough to drag on the floor. “Y...You got me again, R-rainbow,” he said, his breath ragged.
“Y’alright, Soarin?” 
“Yeah, I’ll be fine,” he said with a rueful chuckle. “Say, why don’t you go get some water? I’ll be here, resting up my wings.”
Rainbow scratched her head. “Do we have a show to go to, or something? Cause, I’d sort of like to go see my friends…”
“Nah, but… Well, you’re a Wonderbolt now, Dash. You belong here, with us.” Soarin smiled. 
Rainbow shook her head. “But Wonderbolts are allowed time off, aren’t they? I just want to swing by Ponyville and chat with my friends. There’s something we were doing, but I feel like I forgot to do it.”
Soarin took a step towards her, putting a hoof on her shoulder. “They’re fine, Dash. Stop worrying.” Rainbow tilted her head. His voice sounded different - serious, almost threatening. “Now come on, let’s get some water.”
Soarin began to trot off. Rainbow shook her head. Why was he acting so strange? And why wouldn’t he let her leave the stadium? “Screw what you say,” Dash said, flapping her wings. “What’s the point of being loyal to my friends if I can’t even see them?”
Soarin glanced up at her in surprise. “Dash, get back here!”
“I’m going to see them, Soarin!” She sped off through a door, Soarin chasing close behind her.

Applejack trotted around Sweet Apple, watching her family members running around. There were so many now. Where had they all come from?
And why was she still so tired? She had taken quite the nap. She looked around, trying to shake the sleep out of her eyes. “Have y’all seen any unicorns,” she tried to ask a group. They were busy talking and brushed her aside, however. In fact, nopony seemed to be talking to her. She huffed out a sigh.
She supposed it would be okay if she slipped out of the part for a moment. “Maybe they’re in town…” She made her way to the gates, but was surprised to see Applebloom sitting there. “Bloom? What’re you doin’ all the way out here? Shouldn’t y’be enjoying the reunion?”
“Oh, Ah am, big sis,” the child said, beaming. “But Babs told me t’sit right down here and wait for her.”
“Why’s that, Bloom?” 
Appleblooms eyes shifted this way and that. It looked like she had just been running. Applejack raised an eyebrow - why would she have been running, if she had been sitting here waiting? “Uh… Babs didn’ say why Ah had t’wait here. Ah guess it’s a surprise!”
Applejack narrowed her eyes. “Sis, Ah don’t like y’lying to me.”
“It’s the truth! Honest!”
“Applebloom, Ah want the honest truth. Why’re y’sweatin’ like that? And do you know where Twi and the rest are?”
“Uh…”
“Applebloom…” Applejack looked out past the gates. She couldn’t see much, actually - the sun was in her eyes. She blinked and looked back at Applebloom. “Ah’m goin’ to town.”
“No! You can’t!”
“Why can’t Ah?”
Applebloom stood up, looking very angry. “Y’just can’t! Ah won’t let you leave!”
“Applebloom, I’m goin’ and that’s final!”
“NO YOU’RE NOT!” 
Applejack ran past the child, but gasped and fell as somepony grabbed her hoof. She glanced back to see Applebloom, her eyes a dark sliver of teal. Applejack opened her mouth to scream in surprise - what was going on!? Applebloom shoved her hoof in her sisters mouth, glaring. “You couldn’t just leave well enough alone,” she said, her voice lower and dark, keeping only a small part of Applebloom’s voice in it. “Now you’re going to have to pay… All 6 of you…”
Applejack felt herself being dragged outside the gates. She was getting very sleepy again. All too sleepy… the world around her was turning black, but she wasn’t closing her eyes. “Apple… bloom... “
“I’m not Applebloom, my little pony.” Applejack turned her head up slowly, her eyes wide with surprise. Before her stood a tall alicorn, his body one comprised of shadow. His face was scarred, but he managed a dark, fanged grin. The worst was his eyes. She remembered those eyes - the eyes of Nightmare Moon. “I’m the darkness in your… precious light,” he whispered, his voice lulling her into a sleep like trance. “And I… am going to… prevail…”

*~*~*~

Applejack groaned as she sat up. Where in Equestria was she? “What in tarnation…” She rubbed her head and glanced around. All there was around her was darkness. No light, no movement… nothing. 
Her ears twitched as she heard a sound - laughter? “Twilight? Dash? Anypony there,” she called out, hearing her voice echo as though she were in a cave. She stood up, squinting. There, in the distance, she could see a light. She ran towards it, but it was elusive. She could just make out a little party balloon, however. “Ah’m comin’ for y’all. Don’t y’fret none, cause that’s the honest truth!” A determined fire in her eyes, she chased the light, oblivious to the glow that was shining from her own cutie mark.

Pinkie rubbed her eyes. The sun was exceptionally bright outside, making it impossible to see out the windows. She shook her head, sighing. “Come on, Pinkie-Winky! You’re usually so chipper!” She grinned brightly, but her face fell almost instantaneously. “Oh… There’s no point having fun without everypony else! Where are they, anyway…”
Pinkie glanced around. In fact, she hadn’t seen anypony in awhile, other than all the foals. She was all alone. “Oh… I wish I knew where everypony was!!” She hung her head, looking as though she could cry.
There was a flash in the corner of her eyes. She looked up quickly. “Huh?” It was coming from behind the big bounce house. She gasped - a door! She ran over quickly, but stopped as she realized the bounce house was blocking her way. “What’s behind here?...” She squinted, just making out a soft orange glow. “Heya! That’s different! What’s back there?”
Pinkie looked at the bounce house. If she moved it, the kids wouldn’t be able to bounce. They would be sad! She shook her head quickly, her eyes narrowing in seriousness. “No, Pinkie! You can’t let their laughter stop you from what’s important. You need to get out of here and find you friends. What if they’re trapped back there!?” Pinkie charged the bounce house, shaking her mane. All the kids ran out quickly as she jammed it with her mane, a spare bobby pin piercing the balloony side. They all scattered as she hopped over it, charging through the doorway.
She kept running, even as she was engulfed in black. She kept running until she saw the orange glow was actually her friend! “Applejack!”
“Pinkie Pie!?”
The two ran to each other, hugging in the dark. “Applejack, you’re glowing!”
“So are y’ah, Pinkie!”
Pinkie smiled brightly. “Come on! We gotta find the other lights! I’d bet all the cupcakes and chocolate milk in the world that they’re our friends!”
Applejack nodded. “Ah think you’re right, Pinkie. C’mon!” Both of them looked around, seeing a blue and white light next. “Ah’ve got Rarity. You go get Dash, Pinkie.”
Pinkie saluted and ran off as Applejack took the path to Rarity. “We’re coming for you,” she shouted, whooping as she shut her eyes.

Rainbow groaned, flying fast. She was starting to wear out - Soarin had been chasing her this entire time. He hadn’t been nearly as tired as he was making out to be. But she couldn’t just give up! She had to find a way out of here!
She flew to the nearest window in a flash, tugging at it roughly. “N-No use…”
“RAINBOW DASH, GET BACK HERE!”
“AH!” Rainbow turned to see Soarin chasing her still, his eyes a dark teal. That was new. Dash shook her head and kept flying, trying to ignore her panting. She took a sharp turn into an empty room, breathing out a heavy sigh of relief as she saw Soarin speed past. He hadn’t seen her.
She groaned, falling to the cloud floor. “No way I can keep this up!...” She draped her hoof over her eyes, sighing, wondering if she SHOULD just quit. Soarin wasn’t going to let her get close to any of the exits.
“Ra...bo….Das…”
“Huh?” Rainbow sat up, her ears twitching. “Was that… Pinkie?”
“Das...ie! ...own… ere!”
“She’s…” Dash took to the air, despite the burning of her wings, looking down. There was a very dim pink glow beneath her. She knew what that meant - somehow, Pinkie had found her. Her friends had come to her.
“I’m coming, Pinkie,” Dash shouted, flying higher. Soarin burst through the door, his body a much darker shade of blue now. Dash glanced at him once. “This was nice, but… Gotta dash!” 
Rainbow flew headlong into the floor, groaning as she burst through the cloud layer.
“Rainbow Dash!”
She ignored the call of her idol. “The Wonderbolts can wait,” she said, shutting her eyes tightly as the wind tugged tears from her eyes. “My friends need me now.”

Rarity sighed, glancing at the row of albeit gorgeous dresses. Somehow… they seemed wrong. They were lovely, but they were missing just the right something. “Perhaps it’s the gems? Too many rubies? Not enough sapphires? Oh, where did I put that emerald ribbon?...”
She turned her gaze to the window, which was partially obscured with a large pile of fabric. Sunlight streamed in, too bright to see past. “Oh… it seems to be a lovely, sunny day… How I would love to be out there with friends…” She glanced back at the next row of empty mannequins. “Oh, but if I frolick the day away with them, all those orders will be put on hold…”
“Rarity!”
“Oh!” She glanced around - that voice had sounded impossibly close. “A-applejack?”
“Rarity? Consarn it, Ah know you can hear me!”
“Applejack, where are you?”
“Ah’m stuck in a buncha fabrics! Ah can’t even see you!”
Rarity looked around - fabric was everywhere. “Darling, I’m not sure I can get through this much fabric!”
“Rarity! Y’ve gotta find me! Ah’m suffocatin’ here!”
Rarity gulped. All that fabric. She needed that for those dresses!
But her friend was in trouble. 
She took a deep breath. “I’m sorry, dresses, but you’ll have to be put on hold!” Her horn lit up, and she winced as she heard a rather loud cacophony of rips and tears. “Oh! I’m sorry!!”
“Don’ be sorry, Rares.” She looked up to see Applejack, glowing. Behind her was a black abyss, lit up by her friend’s light. “Let’s get outta here.”
Rarity tilted her head confused. Why would she want to…
Like a fog, her mind was clear.. “Oh my stars, yes! Twilight! We need to save her. Sweet Celestia, have I been wasting all this time in this ruddy old place? Let’s go, at once!”
Both ponies ran out into the darkness, their light shining.

Fluttershy gulped, standing before the door. Angel was pulling on her tail, trying to tug her back from it. “I’m sorry, Angel… but I know I can see lights out there. Somepony is out there, and it’s up to me to get them to safety.”
The bunny twittered away, tugging harder on her tail. Fluttershy looked at him, her eyes narrowing slightly. “Angel, I’m sorry. I have to go. Whoever is out there needs me.”
The bunny looked angry at that. Too angry. “A-angel?”
Fluttershy gasped in surprise as the tiny rabbit began to grow, snarling at her. “A-ANGEL!” She shrunk back against the door, panting in fright as he began to prowl closer, the size of a small dog in a matter of seconds. 
She shut her eyes tightly, but shook her head softly. She opened her eyes, determined. Angel stopped as she Stared at him, his now teal eyes filled with fear. “I won’t let you keep me here, friend or foe! I don’t care if you’re trying to protect me, or if you’re just trying to keep me from them - I know my friends are somewhere out there now. They need me, whether they say so or not.”
Angel cowered back in fright at the confident mare. She turned her back on him, opening the door to a black abyss. She turned and looked at the terrified monster form of her former rabbit and winked. “I’ll bring back carrots if I can.”
Without another word, she ran off into the void, despite her fear.

*~*~*~

It was a beautiful day in Equestria. But Spike didn’t like it one bit.
He was reading.
He flipped another page of his book, a multitude scattered around him. “C’mon… Ugh… There’s gotta be an explaination… Where could they have gone?”
He gasped as Twilight peeked in from the doorway - she kept sneaking up on him. “How’re you doing?”
“F-fine, Twilight,” he stuttered out, grinning. “Just using all this new free time to read up on some of those books you’re always talking about. Y’know the ones, and you know how much I love reading!”
Twilight giggled and nodded. “Alright, Spike. Enjoy the books!” She disappeared hastily after that.
Spike sighed in relief. “That’s not Twilight. She knows how much I hate big books like these.” He stood and walked over to the window, looking out. Outside, ponies wandered - but he saw the truth. He saw the flashes of shadow behind each lifeless face of each nearly unrecognizable ponies that walked around. He sighed, trailing a claw down the window. “I just want to see my friends… The real Twilight…” 
He flopped on the ground, looking at all the useless books. “How can I help?... I’m not one of the Elements. Nopony knows I’m here, and nopony knows where to find me… I don’t even know where I really am…”
He shook his head, putting his head into his claws defeatedly. 
Just before a rock hit the window.
“Huh?”
He looked up, just in time to see another pebble hit the window. He quickly got to his feet and looked out, and practically broke down crying. 
“You comin’ down, Spike, or what?” Rainbow smirked, standing on the ground, holding the next pebble at the ready. Everypony else was busy fending off the shadow ponies, creating a protective, glowing circle around Rainbow.
“Of course, but Twilight’s downstairs! I can’t!”
“Jump. Duh?”
“Oh. Yeah.” Spike pushed open the window, looking down at them. He had never really gotten just how high up his room was… He gulped and took a step onto the windowsill. “A-alright…”
“Spike?!”
He jumped with a start, nearly falling as he lost his balance. He looked back as Twilight stood, paralyzed by the door. “S-spike, what are you doing?! G-get away from there!”
“T-Twilight…” He looked outside at his worried friends, and back at Twilight. “I… I don’t know what to do… W-what if you’re the real one…”
“The real one? Spike, what are you talking about?”
Spike shook his head quickly, glancing back at the gang down below. They were having trouble holding the ponies back. “I… Twilight, our friends need me.”
“Spike, don’t do it! You shouldn’t leave like that! You can’t just go!”
“Tell me, Twilight! Tell me something only you could tell me! Tell me something to make this right!”
Twilight watched him, her eyes welling up with tears. “Spike… Please, don’t go. I need you. Y-You need me! If you jump down there, you’re never going to be able to come back. That’s why I’ve kept you in the house all day. If you jump down there, you can never see me again!” Spike glanced back down - it was getting worse down there. “Spike, please… Don’t leave me. I will always need you…”
He took a hesitant step away from the window sill, looking at Twilight. What if she was right?...
Twilight smiled as he came closer. “Yes, yes! Please, Spike… Thank you... “ She offered her hoof forward, ready to embrace the dragon. “Come here… We can stay here and figure this out. You’ll always be my number one assistant.”
He stopped.
“Spike?”
“... Thank you, Twilight. You said exactly what I needed to hear.”
“SPIKE!” 
He took a running start as he ran through the window. He heard Twilight run after him, but he couldn’t look back. “I’m coming for you, Twilight,” he shouted on the way down, all his friends looking up at him. “I need to help you… I’m going to help ALL of you!” He landed, his tough scales taking the brunt of the fall. He stood, breathing out a small burst of fire - and he began to glow.
“Spikey!”
“Oh, Darling, are you alright?”
Spike nodded. “Come on! We’ve got to find Twilight!” Everypony nodded, and together they ran through the darkness that was quickly surrounding them. 
"What made you decide," Fluttershy muttered to him softly as they ran.
"She called me her number one assistant. I know I'm more than just that to her. I'm as good as her brother. She wouldn't just dumb it down - that's not like her." Fluttershy smiled as they ran. Their lights all blended together in the dark, creating a shining beacon.
Their lights shone so brightly, one little Alicorn princess looked up, and saw them.
“G-guys?...”
“Twilight!”
And, in the darkness, Twilight hugged the small dragon, as all her friends grouped together and held her. She quietly cried, holding them close. “I-I was so scared… I couldn’t save myself… I’ve just been stuck here, in the dark, alone…” She took a deep breath, standing and flaring out her wings. “This darkness is nothing new. I have been infected with it, and have learned it.”
“What is it, Twilight,” Spike said, all of them looking to her for leadership.    
“This shadow is the same as Nightmare Moon. The eyes, the magic - everything is the same. Even the nightmares.” Twilight looked at each of them in turn. “When we set Luna free, we only separated the evil from her. Now, Nightmare Moon has risen again.”
“What can we do to stop it,” Fluttershy asked hesitantly.
“Look at us all. We’re shining, just as our elements do. We have that harmony inside us, each and every one. We just need to shine this light on everypony else!”
“Yeah,” Rainbow cheered, flying up a bit before quickly landing again. “We’re gonna kick this nightmare’s flank - a second time!”
“Is that what you think?”
All of them froze as they heard him; the real voice, the real shadow. The one who had started this all. They heard him walking, and finally got a good look at him.
He was a tall alicorn, his wings flaring behind him as those of a bat. His grin was demanding and his eyes sparkling with cruelness - the only thing that could show his weakness was the scars on his body, leaving him with deep gashes. On his head was a peculiar crown, more of a helmet, and around his neck hung one of the necklaces the princesses always wore, though now tarnished with a thin layer of rust and scratches.
As he walked up, his hooves beat out an almost metallic rhythm. “Bravo… little, pesky, ponies… You managed to beat me… Almost…”
“We’ve got y’beat already, Nightmare! Y’can’t win.”
“Look around, Elements… What do you see…” The alicorn rose his muzzle, his wings flaring out behind him. “Darkness… Oblivion… All I have ever wanted... and more…” He looked at them, laughing, that cockiness in his voice showing his confidence. “You all… are merely the mares… who failed to stop me before…”
Twilight stepped up. “You can’t defeat us, Nightmare.”
“My name is not Nightmare… Foalish ponies… I am the true night… The true abyss… Tenebris…”
“Tenebris, then. You cannot win. Not when we stand against you.”
He laughed bitterly, smirking. “You?... You are helpless, Twilight… Your magic, inhibited… Your friends, powerless… They’re merely torches… in the dusk that surrounds you…”
Applejack stepped up, shaking her head. “Yer wrong, Tenebris. We’ve got friendship on our sides. No matter what y’throw at us, we’ll always overcome it.”
She stumbled back slightly as he walked straight up to her, looking her deep in the eyes. “You will?... My… What a lovely little dream that is…”
Twilight stood, glaring. “Stop with your manipulating talk! There’s nothing you can say that no other villain hasn’t said to us before.”
“Yeah, like Dissy and Nightmare and Sombra and Chrysalis!” Pinkie tapped her chin. “Although Sombra didn’t really say anything other than ‘Chryyyyystaaaals’. Wowwie, he was boring.”
Tenebris groaned, glancing at them each in turn. “All alike… Every one of you precious elements… Never learn…” He turned his back on them, smirking. “You haven’t beaten me yet… You all seem to be forgetting… something about friendship…”
“Oh yeah? Well what can some alicorn of darkness and nightmares tell us about friendship,” Spike called out, crossing his arms.
“Simple… It helps to have all your friends… on the same… page…” He turned his eyes to Twilight, laughing. Everypony glanced at her, confused. She looked at each of them, just as bewildered. “You still can’t… see it… It’s laughable, really…”
“Whatever do you mean,” Rarity said, a bit more hesitant than usual. 
“Simple… You all might have overcome my nightmare… But can you overcome hers?”
All of them gasped as he phased out, transforming into the miasma of shadow that Nightmare Moon once had. They were pushed back by the shadow, away from Twilight. They could only watch as their friend was surrounded by the dark magic.
“W-wait, no! Twilight!” Spike tried to run forward, as fast as he could, but something was stopping him. This was Tenebris’ world. He could do as he wished, with this many ponies under his control.
Twilight gasped as the shadow dove for her horn. She felt tears rolling down her face - they turned black as the shadow infected her very essence. The magic that pulsed in her veins grew tainted and weak. The element of magic no longer held that spark in her eyes, instead holding only the teal mark of the night eternal. She collapsed as she cried, her fur turning dark.
“TWILIGHT!”
Her horn sparked out. Their lights flickered and died. Darkness claimed them a second time.

TO BE CONTINUED.