• Published 9th Sep 2012
  • 14,703 Views, 616 Comments

Flipside - Bed Head



A retelling of the first two episodes in an Alt. Universe. Spike is the pony, Twilight the dragon.

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Chapter 18

Chapter 18

Twilight's claws were going numb as she gripped Cheerilee's mane while the teacher ran full gallop. The little dragon was vaguely aware of her stomach doing flip-flops as she bounced along the mare's back. The fact that her heart was pounding hard enough to burst distracted her from that fact.

She kept her gaze firmly ahead, toward the tower just across the old castle's grounds. Flashes of silver light emanated from the shattered windows high up, followed by peals of thunder. Icy dread squeezed at Twilight's chest as she tightened her hold on the school teacher.

"He's in there," she whispered to herself. "We'll make it, we'll make it..."

Twilight's fangs dug into her lower lip. Each passing second ticked through her head with a sense of finality. She couldn't even think of how long it had been since everypony had seen the lights. Since Cheerilee had scooped her up and raced outside, making a bee-line for the tower.

It had certainly been more time than she'd have liked.

"Hurry up, guys!" Thunderlane called from up ahead.

Twilight's gaze moved up. She could see the pegasus stallion highlighted by the moonlight as he flew over the old castle grounds. Ditzy was just barely ahead of him as they shot toward their target.

"Don't hold back now, Big Macintosh!" Time Turner's voice chimed in.

Looking back, Twilight spotted the large stallion trailing behind. Big Mac loped along awkwardly, trying to keep his back as straight as possible as he ran. Time Turner's forehooves were wrapped around the farmer's neck, pulling tighter as he clenched his jaw.

"You sure?" Mac asked, eyes darting back to his passenger.

"Spike needs help," Time Turner responded. "We'll worry about my back later!"

The red pony nodded, his eyes snapping straight ahead. Twilight and Cheerilee both gasped as Big Mac charged, quickly pulling ahead of even the pegasus ponies. Time Turner's body bounced and flopped haphazardly the whole way, but somehow managed not to fall off completely.

"Hang on, Twilight!" Cheerilee ordered, her pace quickening.

The lavender dragon nodded, her eyes narrowing as she looked back toward their goal. She crouched low, the wind flapping at her ear fins as Cheerilee pushed herself faster. Big Mac was already leading the rush up the winding front steps, blasting open the rotting doors at the top with a well-placed kick.

"Hang in there, Spike," Twilight whispered, almost prayed as the larger stallion let the others pass ahead. "Help is on the way!"


In a small corner of Spike's mind, one question was whimpered out.

How can this get any worse?

Lightning flashed across the throne room as he stared up at Nightmare Moon. His ears rang with the thunder that echoed off the cracked pillars and walls. Chills ran up and down his body from the winds that accompanied her flaring wings.

Spike's eyes darted back down, landing on the five stone orbs at his hooves. The Elements of Harmony, the only power in Equestria that could possibly stop the Mare of Darkness, sat in a stoic circle around him. His head still pounded from his earlier attempts to get them to do anything other than glint in the moonlight.

He looked back up and cringed instinctively. Nightmare Moon was leering down her muzzle at him from the ancient dais. Her eyes were locked straight on him, her mane spiraling overhead. The dark alicorn had the air of one ready to rip apart the only pony standing between her and her final victory.

No chance that she'd give him another shot at charging the elements.

The answer to the earlier question was suddenly very obvious.

You're about to find out.

Despite the burning sensation that his horn gave, Spike willed his magic into being. A momentary scent of smoke reached his nose, but he forced himself to ignore it. His eyes lit up as a barrier of green light materialized around him and the elements.

"You're kidding," Nightmare Moon scoffed, lowering her head and snorting. "You're kidding, right?"

Spike said nothing, simply squaring his shoulders. Nightmare Moon pawed at the ground, aiming her horn at him. The shield trembled, and the ice filling Spike's chest made each breath he took hurt. He frantically began to look around, struggling to find something, some source of salvation before his fragile bubble was destroyed.

Only one exit met his eyes as he looked over his shoulder: a darkened stairwell leading down. An empty doorway framed the entrance to the steps. Only a vast stretch of dusty chamber sat between him and it, illuminated by the moonlight streaming through the windows.

No pony to see him other than Nightmare Moon.

No one to judge if he simply ditched the elements and ran—

NO!

Spike mentally smacked himself, sending the consideration screaming from his mind. He could picture the five ponies he'd followed into the forest. The ones that had forgiven him. The ones that needed the stones sitting around him.

His hooves dug into the marble floor as he forced them to stay in place. He panted as he poured all of his focus into the barrier around him. Spike's eyes lifted to Nightmare Moon once again, his jaw clenched in determination.

His heart still leapt to his throat as she began to charge.

The young stallion could feel the ground trembling as her hooves thundered against it. Her horn's sharp tip flashed with each patch of moonlight she passed through. Spike's limbs remained anchored in place, his brain racing for some kind of answer. For a way to get the elements away before Nightmare Moon reached them—

Something bumped against his leg. Spike looked down, seeing one of the stone orbs rolling back and forth with the shaking of the floor.

A white unicorn colt laughed along with him as a sphere of magenta magic flared up. Spike let out a joyful cheer as he bumped against the inside of the shield, sending it rolling downhill.

The reporter's eyes went wide. He looked back up, seeing Nightmare Moon only a few strides away from impact. Spike's head screamed in protest as his horn blazed brighter, the image of his foalhood game standing out in his mind.

"Come on..." he panted, his vision blurring. "Come on!"

The elements crowded around his hooves as the bottom of the dome shrank in. Spike held his breath as the entire shield became much tighter, the stones pressing against his sides. A light-headed feeling washed through him as the force-field finished its change, evening out into as perfect a sphere as he could manage.

CRUNCH

Nightmare Moon's impact shuddered through the barrier, and through Spike's skull. He let out a breathless cry of agony as his head exploded with pain. His mouth snapped shut again as the word spun wildly around him. The sudden lurch of his stomach was ignored as he realized where he was going.

Despite the sickening blur of floor, ceiling, and walls, Spike could make out the doorframe growing closer. A smile grew on his muzzle as his ball-shaped barrier carried on the momentum of Nightmare Moon's attack. All five elements rattled around him, jostling in the violent spinning of their magical makeshift vehicle.

"Hang on guys!" Spike shouted as he fought back the urge to vomit. "The Elements of Harmony are on their way!"

A laugh forced itself from his chest as the doorframe spun out of view again.

That laugh died as the door returned to his vision. This time with Nightmare Moon standing between him and it.

A mass of starry mane lashed out, slamming into the shield. Spike howled in pain as everything flew sideways.

SMASH

The shield shattered to pieces, fragments of emerald light flying in every direction. The world continued to spin, even as Spike's body slammed into the unyielding stone floor. Five loud thunks indicated the elements striking the ground around him. The purple unicorn moaned, struggling to lift his pounding head. His eyes flickered open, dual images of everything spinning around one another as his stomach twisted.

Spike blinked rapidly, his vision trying to pull itself back together. Two quartets of armored hooves stomped closer to him, and his eyes followed them up. His heart nearly stopped as he found stereo images of Nightmare Moon's face glaring down at him.

"You little foal!" the dual alicorns growled, their eyes blazing with white fire. "Did you really think that you could escape me?"

Phantasmal clouds of stars reached from the Nightmare Moons' manes. Ten stone orbs lifted from the floor, surrounded by their magical grip. For a brief moment, Spike's spinning mind wondered where the second set of elements had come from.

Everything suddenly snapped back together. Spike gasped in horror as the Elements of Harmony floated away, grasped tight in the alicorn's mane.

"Well you've failed!" she shouted.

Spike closed his eyes, feeling each dull pulse of his heart race through his aching skull. His mouth tasted like ash as tears started to gather behind his eyelids.

His breath hitched in his throat as images of the others floated through his mind. Ditzy cradling Dinky and sobbing, Cheerilee staring horrified around Town Hall, Thunderlane frantically trying to avenge his brother...

"You'll never see your princess or your sun ever again!" Nightmare Moon continued, laughter breaking through her speech "And the night... the night shall last FOREVER!"

Thunder pealed from the walls, joining her maniacal glee. Spike's eyes snapped open, his horn feeling like it was on fire. The heat rushed through his entire body, the ashy taste in his mouth growing stronger.

"NO!" he shouted, a nimbus of green light shining forth.

The Elements stopped between him and Nightmare Moon. Green light shone around each of them, struggling to pull them back. Spike's head screamed in protest even as his senses began to fade in and out. All that was consistent was the burning sensation as he scoured his body for any energy it could spare.

"You would still defy me?!" Nightmare Moon's voice seemed to echo as her burning eyes turned on him.

Spike took in a ragged breath, hearing it whistle over his dry tongue. The elements trembled as they slowly drew closer to the mare. Spike could feel his hooves leaving scratches in the floor as he was dragged along with them.

"My friends..." he grunted, pulling his head back as he tried to reel the stones in. "My friends need those..."

Friends

He blinked in surprise at his own words. Silver light reached his eyes before he could consider them further. Spike looked to Nightmare Moon, and felt his heart finally shudder to a halt. The alicorn's horn was sparkling with silver electricity, a small orb of it gathering on the tip.

"How touching..." she snarled, pointing her horn at the stallion. "And ultimately futile!"

Spike's vision was blurring, his eyes somehow finding enough water to tear up. He looked to the elements, giving another fruitless tug. The whine of Nightmare Moon's spell echoed about the chamber, rattling his teeth as he clenched his jaw.

"HEADS UP!"

A new voice broke through over the sound of the spell. Both Spike and Nightmare Moon's heads turned to the doorway just in time for a dark blur to swoop in.

"Wha—GAH!" Nightmare Moon shouted as the blur tweaked her horn on the way past.

The lightning orb vanished with a harsh crackle of discharging electricity. Spike's jaw dropped as the familiar form of a dark-coated pegasus pulled a U-turn overhead.

"Thunderlane!?" Spike shouted as the winged stallion dove toward the elements.

The weather pony grabbed hold of one of the stones in his forehooves. His wings beat frantically, struggling to pull it back toward the purple unicorn.

"I can't believe... you tried to get the elements back... by yourself," the pegasus grunted, glancing back to Spike as he pulled. "I don't know if you're the craziest pony I've ever met, or the bravest!"

A ripple of energy closed Spike's mouth before he could respond. Nightmare Moon's horn was flaring again as she glared at the both of them.

"You insolent little—" she growled.

A lighter gray blur slammed into the back of her head, cutting the alicorn off mid-threat. Her helmet shifted, riding up her horn and covering her eyes. A cry of rage echoed from her muzzle as she shook her head, trying to clear her vision.

"Tag!" Ditzy Doo cheered as she clumsily flapped over Nightmare Moon's head. "You're it!"

Nightmare Moon howled in frustration, stumbling away from Spike. The unicorn's jaw dropped as he stared up at the Ponyville mailmare. Ditzy had a huge smile as she landed in front of him, her eyes sparkling.

"You're okay! We were so worried about you, Spike!" Ditzy said, very quickly. "I mean after Nightmare Moon disappeared and we—"

"Ditzy!" Thunderlane admonished, his wings still straining. "Kinda need to focus here!"

"Oh, right!" Ditzy gasped, wings flaring out as she leapt back into the air. "Sorry!"

As Ditzy grabbed another of the stones and joined in the pulling, the sound of hooves on stone brought Spike's attention back to the door. His magic faltered at the sight of Cheerilee charging in, past Nightmare Moon's flailing form. A bundle of purple scales launched itself from the teacher's back as she drew close, almost knocking Spike to the ground as it reached him.

"Spike!" Twilight's voice shouted as he suddenly found himself in another scaly embrace.

Spike grunted, his spell almost flickering out completely as Twilight collided with him. Somehow he managed to keep the glow around the stones, and a rather welcome warmth pressed against his side.

"Oh my gosh, you're burning up!" Cheerilee exclaimed, giving him a worried look as she helped support his weight. "How much magic have you been using?"

"I..." Spike started to answer, his mind still in shock.

A wave of nausea passed through the young reporter, but he pushed it down as more hooves rang throughout the chamber. Big Mac charged in, skidding to a stop as he passed one of the lower hanging elements. Time Turner's forehooves lunged out, snatching the stone as his rear legs tightened around Mac's shoulders.

"Well would you look at that?" Time Turner exclaimed, sounding almost stunned. "I caught it!"

"Eeyup," Mac grunted, trying to pull back with the other earth stallion and his prize.

As the red giant strained, Time Turner glanced back to Spike. His joy quickly faded, concern shining through his blue eyes as Spike tried to stop the wobbling in his legs. He could already feel Twilight joining in the worry, her claws gently patting the side of his neck.

"Spike... you gonna..." Big Mac grunted as he tried again to step backward. "Be alright?"

The element remained stubbornly in place, along with the ones Ditzy and Thunderlane pulled. Spike's green aura continued to war with Nightmare Moon's starry grip as he stared at the others in awe.

Little by little, he could feel a warmth growing inside of him. Not the burn of his desperate push for energy. Something soft and comforting, like it were trying to soothe the pain running through his body.

"I... I'll be fine, guys," he said, feeling the warmth move into his horn. "Come on, we've got some elements to save!"

The green light around the elements seemed to shine brighter. A few joyful gasps rang out as the stones slowly began to pull backwards. Spike's eyes shone with the reflected light from his spell as he watched the goal of their journey draw closer and closer.

"Oh no!" Twilight's fearful voice suddenly rang out. "Guys, watch out!"

The air rippled, followed closely by everything else. A silver aura shone around Spike, quickly overpowering the light of his own horn. He could see a similar glow surrounding the others right before gravity shifted around him.

Spike screamed as he flew backward again, joined by six other screaming blurs. His voice cut out as the agonizingly familiar texture of stone slammed into his body. Rather than simply falling this time though, he could feel the pressure increase. His back pressed harder against the wall, his lungs struggling to inflate. The unicorn strained against the magic holding him, craning his neck to try and find the others.

"No..." he wheezed out, barely able to squeeze the word past his lips.

Cheerilee and Twilight were closest, pinned to the ground beneath him with their eyes wide in fear. Time Turner had tumbled to the floor, laying flat on his stomach as the silver light splayed out his hooves. None of the three seemed able to move a muscle, other than their eyes which flickered in every direction possible.

Big Mac was still next to Time Turner, his body shaking as though he were holding back another Ursa paw. He was panting, his mighty legs looking like they would buckle any second. Ditzy Doo and Thunderlane both struggled to move their wings, threatening creaking sounds issuing forth as the magic restrained them.

Fear gripping his frozen throat, Spike lifted his eyes from the others. There was only one possible source for what was happening, and for a second he wondered how he could have ignored her.

Nightmare Moon's entire body danced with white sparks, crackling especially hard around her horn. The stars in her mane flared and burst into blinding supernovas, only adding to the shower that was making the tiles glow beneath her hooves. As the mare opened her mouth, her words seemed to echo from all around the room.

"I HAVE HAD ENOUGH!"

Spike tried to focus. He could feel the magic build in his horn, only to stop at the overcoat of silver around him. Before he could try and push harder, the spell rebounded back into his skull. He couldn't even shout in pain as a splitting migraine reignited.

"Do you know how long I've waited for this chance?!" Nightmare Moon shouted, her volume only making Spike's headache worse. "Did you think you could stop me?"

Spike didn't need to look at the others. He could feel their fear growing around him, how they struggled harder against their magical bonds. Even as they did, the Elements of Harmony began to float around the raging alicorn. Spike winced, redoubling his efforts, struggling to undo the spell that held him. Only a fresh rush of pain responded to his attempt, the magic fizzling out before it even reached his horn.

"You wasted your time chasing some foalish legend!" Nightmare Moon admonished. "These stones can't save you!"

A crackle of energy filled the room, and Spike's eyes went wide. The sparks flying around Nightmare Moon were travelling up her horn, gathering into another orb. One at least twice the size of what she had charged earlier, and still growing larger.

"Nor can anything else!" she shouted, pointing the spell toward her captives.

A horrid shriek suddenly filled the room, the whining scrape of metal against ancient stone. Spike started to wince away from the noise, but his eyes had instinctively tracked it to its source. Despite the paralyzing magic around him, he managed to widen his eyes in shock.

Somehow, Big Mac was pushing his legs forward. The red pony was panting, every muscle in his huge body working in tandem to place himself between the Mare of Darkness and the others.

"Mac..." Spike gasped, his jaw still barely managing to open.

"And just what is this?" Nightmare Moon challenged, glaring at the stallion. "Trying to beg for mercy?"

"Like Ah told... that Ursa..." Big Mac grunted, bracing his hooves against the ground and raising his head. "You want... mah friends? You git... through me!"

Spike held his breath as silence reigned for a brief moment. Only the crackling of Nightmare Moon's spell could be heard.

"Very well."

Spike's heart dropped to his hooves. A blinding white filled his vision as the alicorn's spell flew forth. The tight grip of the magic around him seemed to lessen in the wake of the powerful spell, giving his jaw freedom to open once more.

"MAC!" he managed to shout, right before everything was lost in a flash of magic.


The power receded. Nightmare Moon breathed out, feeling her mane calm once more. The sparks of energy ceased flying from her coat as she watched the cloud of dust that now obscured half of the throne room.

Something trembled next to her ear, and she turned to find the elements still floating in the grip of her mane. Something shook inside each one, almost as though anticipating what was to come. At the same time, she could hear Celestia's muffled sobs ringing from her dark prison.

"Oh, don't worry," she said to her captives. "I haven't forgotten about any of you."

The dark alicorn's smile slowly returned as she began to turn away from the results of her magic. Celestia's crying was softening, working down to a choked whimper. The Elements of Harmony slowly began to spin around Nightmare Moon as she gave them one last, long look.

"Mac..." a quiet voice whispered.

Black wings snapped out at the sound of the new voice. Nightmare Moon spun back to the dust cloud, her eyes narrowing. Somehow, she could have sworn the red stallion's name had been uttered from within it.

"Mac?" the voice spoke again, louder this time.

Her jaw dropped, her eyes widening in disbelief as she recognized it.

The dust cloud was speaking with Spike's voice.

"That's impossible," Nightmare Moon spoke, mostly to herself, as she watched the dust settle. "Nothing could have—"

Her voice choked to a halt as the last of the cloud fell away.

A shimmering wall of red energy stood before her. The last few sparks of her destructive spell fell from it as Big Macintosh watched from the other side. The stallion simply stood in place, staring at the shield in disbelief as the others (aside from Time Turner) slowly rose back to their hooves behind him.

"Whoa..." Thunderlane breathed out, staring at the wall. "Did you do that, Big Mac?"

"Ummm..." Big Mac responded, his head turning to the pegasus. "Ah... dunno."

"He couldn't have!" Nightmare Moon shouted, unable to suppress her shock.

Seven pairs of frightened eyes suddenly darted to her. For once, she didn't relish in the fear. She didn't even stop to think wonder why the paralyzing spell around them had faded, or think about the sudden warmth flowing through her mane.

"You're a simple earth pony! You can't use magic!" Nightmare Moon protested, stomping closer to the barrier. "There's no way... you..."

Her voice trailed off as a red glow off to the side joined the warmth she had been ignoring. The alicorn's head jerked, and she gaped in horror.

One of the Elements of Harmony was glowing. A gentle, red light, like the rising sun. More importantly, it was also getting hotter, wisps of smoke rising from the lock of her mane that held it. Before she could follow through on her instinct and release it, the stone suddenly pulled itself free from her grasp.

Nightmare Moon let out a cry of pain, the starry cloud working to patch itself as the orb escaped. Her horn sparked frantically, silver energy wrapping around the element only to slide off like water. The element swiftly flew through the shield and hovered in front of Big Mac, pulsing slowly right in the stallion's face.

"No! This can't - how could—" Nightmare Moon stammered, her magic reaching out again as one simple phrase managed to fight its way from her mouth. "What did you do!?"

The silver spell vanished again as it met red light. Big Mac simply looked from the stone to Nightmare Moon in response, confusion etched across his features.

"Loyalty," Spike's voice suddenly spoke up.

There was a shuffling of hooves (and a rustle as Time Turner pushed himself up as well as he could) as everypony looked to the purple stallion. Spike's face was lit up, his eyes shining in amazement.

For some reason, Nightmare Moon could feel her stomach twist at the sight of his expression.

"Loyalty?" Twilight repeated, already voicing the alicorn's question. "What are you talking about?"

"That was one of the elements, wasn't it?," Spike explained, looking at the red giant as a grin began to spread. "Mac, you... you stood up to Nightmare Moon for our sakes. You wouldn't let her hurt us. You..."

His eyes went to the glowing stone again.

"I think you woke up the Element of Loyalty," Spike realized.

Something crept into Nightmare Moon's chest at that. An unfamiliar chill as the others stared at Spike in shock. Something that she could only define as "fear" no matter how ridiculous she tried to convince herself it sounded.

"That can't be!" Nightmare Moon protested, wings still flared as her magic telekinesis sparked uselessly against the shield again. "Nopony has used the elements in one-thousand years! There's no way some - some farmer could—"

"Well... why not?" Cheerilee's voice suddenly cut in. "Maybe Spike is on to something!"

Nightmare Moon's withering glare moved to the teacher. Much to her surprise, though, Cheerilee didn't seem to notice. Instead, the purple mare looked contemplatively at Big Mac. The others were as well, Time Turner even managing to raise a hoof to his chin.

"Come to think of it, it's not like this is the first time tonight," the tan stallion spoke up, smiling to the giant. "You led the charge into the forest in the first place, Big Mac. You wanted to find the elements to help Apple Bloom."

"Don't forget the Ursa Minor!" Spike pointed out, jumping in before the farmer could say anything. "You kept it from stomping me and Cheerilee flat all on your own! If that's not loyalty, then what would you call it?"

Though it was hard to tell through the shield, Nightmare Moon could swear the stallion turned a shade redder.

"... Doing the right thing," Big Mac answered with a shrug of his mighty shoulders. "That ain't nothing special, right?"

The element actually seemed to pulse a little brighter with that statement. Big Mac looked at it again, gasping in shock as it began to slowly orbit around him. The red light pulsed softly, playing off his yoke before feeding into the barrier around them all.

"Wow..." Thunderlane interjected.

"Looks like the elements think otherwise," Cheerilee pointed out as Mac amazingly seemed to shrink a bit under all the attention.

Nightmare Moon's jaw dropped as she struggled to find something to say. Someway to convince herself and the universe that what was happening now couldn't be. A growl slowly rose in her throat as she watched a small smile appear on Big Mac's muzzle, a smile that began to spread itself among the others.

She forced a deep breath into her lungs. Her grip on the other four stones tightened, assuring her that they were still cold and inert. Her horn began to spark again, white lights dancing around it and drawing the attention of those behind the shield.

"It hardly matters," she said, lowering her wings. "One element won't save you."

She could sense the smiles fading as her magic built within. Her mind was calm as she looked at the barrier of light. The power was building quickly, it would just take more of it than she originally planned on to break through. Already a few of the ponies on the other side of it were looking worried.

"Spike? I hate to say it, but she's right," Thunderlane spoke up, his voice trembling a bit. " One element doesn't do much for us right now."

Looking to the purple stallion, Nightmare Moon felt a twinge of anger flicker across her mind. The stallion was looking from the four stones in her mane to the other ponies around him. His smile hadn't faded. If anything it was growing. The dark princess could feel excitement bursting through him, like a child on the verge of solving a riddle.

"Then it's a good thing we've got more," he finally said.

"What?" Nightmare Moon responded, almost losing her spell in the process.

"What?" Thunderlane repeated, only for Spike to jab him with one hoof.

"Like you, Thunderlane," Spike said. "You represent honesty!"

"Me?!" Thunderlane gasped out, eyes going wide as he backed away from Spike. "What are you—"

"Remember what happened after Twilight fell?" Spike asked, stepping after the pegasus. "Or how about when I told you guys about Trixie?"

Something trembled through Nightmare Moon's mane. Another of the stones was beginning to grow warm. She could feel the fear returning as she drew in magic faster. Thunderlane, in the meanwhile, simply poked at the ground with his hoof.

"You... you were acting stupid! Both times," Thunderlane said, giving Spike a hard glare. "You tried to jump off a cliff, for Celestia's sake! Somepony had to wake you up before you got yourself hurt."

"That wuz you," Big Mac spoke up, causing Thunderlane's wings to stiffen in shock. "Both times."

"I would have gotten myself killed if you hadn't made me face the truth," Spike confessed, lowering his head. "You... you saved my life when you did that..."

The stallion swallowed hard before lifting his head, an apologetic smile on his face.

"Sorry about your nose," he said, straightening out his hat.

Nightmare Moon bit her lip. She could feel the spell trembling within her, almost ready to be unleashed. Thunderlane snorted a bit, wiping at the end of his muzzle as he looked at Spike.

"I guess... maybe I had it coming after the hospital," he confessed before casting his gaze down again.

The burning in her mane suddenly flared, a burst of orange light tearing its way free. Nightmare Moon howled in frustration as the second element soared through the shield, easily outracing her attempts to recapture it. She could only watch as Thunderlane tried to back away from the stone, only for it to begin orbiting around him.

"This can't be!" Nightmare Moon shouted, her magic flaring brighter with the rage burning from within. "Whatever trick you're trying to pull, it ends here!"

White energy lashed from her horn, slamming into the shield. Her eyes widened as an orange light mixed into the red though. She strained, forcing more magic into the spell, only for it to ricochet back toward her.

The alicorn's eyes flared, a silver shield of her own stopping the blast as it approached. The burst of sparks faded quickly, allowing her to see the other barrier once more. Inside, Thunderlane's wings were spread and his eyes were wide in shock. Slowly, he lowered his wings and looked to the element floating around him.

"Alright..." he admitted, looking back to Spike's smiling face as he caught his breath. "Maybe you are onto something."

"Oh cool!" Ditzy cheered, suddenly springing into the air with a huge grin on her face. "Hey guys, do you think I get an element too?"

"NO!" Nightmare Moon shouted, her shield dropping.

"Of course!" Twilight countered, jumping onto Spike's back.

The alicorn could feel another glow starting. Her mane swiftly wrapped tighter and thicker around the three remaining orbs. She had to bury them, deeper into the phantom darkness along with Celestia. Even focused on her task, though, she couldn't help but hear every word the little dragon's excited voice said.

"When Ditzy found me in the forest, I was too scared to even move," Twilight explained. "So she made me smile and helped me forget about my fear! You're laughter, Ditzy, what else could you be?"

A blinding burst of blue shot from the folds of her hair. Nightmare Moon screamed as she twisted, barely avoided taking the stone to her face. It quickly joined the other two in the barrier, circling around the gray pegasus mare as she bobbed happily in midair.

"STOP THAT!" Nightmare Moon demanded, her voice trembling with rage and power.

Her breathing was becoming more and more frantic. Her mind whirled along with her mane, shutting out the noise of the last two elements as they dropped to the ground next to her. Her phantasmal hair lashed out, slamming into the barrier, straining to wrench it apart. Inside the three stones shone brighter as Big Mac, Ditzy, and Thunderlane rushed to the shield.

Lines of blue light raced through the defensive magic, joining the red and orange. Nightmare Moon grit her teeth as her mane spread over the shield, searching for some crack to slip into. Somehow she could still hear the words of the ponies within, even over the thunderous impacts of each lock of her mane.

"Cheerilee! How about that Ursa Major back in the cave?" Spike's voice rose above the din. "Most ponies I know would have run away, but you freed her! You even reunited Mama Ursa with her cub!"

"Kindness..." Cheerilee responded, a point of pink light appearing to Nightmare Moon's left.

"And Time Turner, you put yourself in danger to try and save Twilight at the cliff!" Spike went on. "Even after you got hurt, you tried to keep her safe!"

"I suppose that makes me generosity?" Time Turner's voice spoke up, igniting a purple glow.

The last two elements streaked forth, weaving around Nightmare Moon's mane. Just like before, they passed through the multi-colored barrier like it wasn't even there. Nightmare Moon stared in horror as swirls of pink and purple diffused through it.

A cry of pain leapt from her mouth as her mane began to sizzle against the shield. She hurriedly pulled it back, revealing the last two elements glowing around Cheerilee and Time Turner. Standing in a rough circle, the five orbited ponies stared at the barrier in awe.

In the middle of the circle was Spike. A smile was plastered across his face as he watched the stones continue to float and glow. Twilight stood next to him, her claws knit tight together as she stared at the lights.

"You've got it... Spike, you actually figured it out!" she gushed, turning to the stallion. "Now all we need is the last element!"

The last element

Those words rang through Nightmare Moon's mind. Her eyes darted amongst the floating orbs, counting them as quickly as she could. The name of each one slipped through her thoughts as she tallied them.

Loyalty. Honesty. Laughter. Kindness. Generosity.

Five.

A smile returned to the alicorn's face. She couldn't help the chuckle that slipped out as her wings and mane lowered once again. The laughter slowly grew, drawing seven pairs of eyes to her.

"Of course... the last element," she crooned, her smile growing into a twisted grin. "The one that you already tried to summon."

Spike cringed at the way she stressed "tried." His head lowered, the brim of his hat covering his eyes. Nightmare Moon stepped closer to the barrier, her smile growing even as the elements grew brighter with her approach.

"You couldn't produce the spark even with the other five right in front of you, could you?" she pointed out, her mane raising again. "Without that, there is no final element. Without the final element, the others are worthless!"

More lightning cracked around her as her head rolled back with laughter once more. She could feel it mingling with the thunder, echoing from the chamber's walls. Her gaze moved down, ready to take in the sight of the insolent foals cowering before.

Her mirth stopped, finding Spike gazing up at her instead.

"You're right... I couldn't do it," he admitted, as he waved a hoof to the others. "But my friends did!"

"What?!" Nightmare Moon screamed, her wings flaring.

Twilight and the five ponies around Spike seemed to share her sentiment. All of them stared at the unicorn as he put one hoof over his chest. He looked back over the others, a small smile on his muzzle, before turning back to the alicorn.

Something sparked deep within his green eyes. Terror lanced through the Mare of Darkness's heart as she pulled back from the group. The elements shone even brighter, forcing her to squint to see the unicorn.

"When these ponies... when my friends came to the rescue, that's when I felt it," Spike explained, his voice gaining strength. "The feeling like together, we could do anything! That was the spark!"

A blinding flash of white filled the air. Nightmare Moon instinctively began to turn away, but instead froze, her jaw dropping in shock. Hovering in the center of the light was another marble sphere. One that she hadn't seen in a millennium.

"It can't be..." she gasped, staring as the new element lowered itself through the barrier.

Spike looked up to it, the spark in his eyes glowing brighter. A green aura began to shine around his body, mingling with the colors of the other elements. His eyes fell back to the others, all of whom were smiling as each of them began to glow as well.

"I had it backwards," Twilight realized, her claws crossed over her chest. "The spark isn't produced by magic—"

"I wanted to help my friends. That's why I kept pushing myself!" Spike confirmed, raising his horn. "The 'spark' brought out the last element from me!"

Green light wrapped around the final stone. The other five ponies closed their eyes, colorful light raising from their bodies and linking to their own elements. Nightmare Moon shook her head, her breath coming in shallow gulps, her mind straining to find someway to stop what was coming.

"The Element of Magic!" Spike called out.

The shield around them broke apart, separating into individual bands of color. The unicorn closed his eyes as they coalesced into a blinding, white point overhead.

Deep inside, Nightmare Moon could feel something snap. Terror rushed through her senses. Her vision warped and swayed as magic fluxed around her, bending the very air surrounding her body.

"nO!" she screamed, her voice warbling with the flux. "I WilL noT Go baCk!"

Magic exploded away from her body in a tidal wave of silver light. She could feel every ounce of power she had pouring into the massive burst. Before her eyes, the world was awash in the color of her moon's light.

A single point of green appeared.

The white of her magic was flung away as it swirled around the six little ponies, each of their colorful auras reaching almost painful levels of brightness. Spike was actually floating a few feet from the ground, his horn touching the Element of Magic. The others were slowly lifting into the air, Twilight watching from below in amazement.

"No!" Nightmare Moon shouted, stumbling back, her legs trembling from the drain of her final spell. "You can't do this to me! Not again!"

Spike's eyes opened, revealing pools of white-hot light. The magic around the six coalesced into a single point overhead.

In a blinding rush, a cacophony of vibrant colors exploded toward the ceiling. A brilliant rainbow curved down, slamming into the ground before the alicorn. Her voice raised in one final scream as everything around her was lost in a beautiful spray of color...

Almost nothing but the rainbow could be seen. Through the thin gaps between the ribbons of color though, she could just make something out.

A white alicorn, her head bowed and her mane sagging to the floor.

"Why, Sister?!" Nightmare Moon howled as she felt herself being carried away by the light. "I thought you were my friend!"

The other princess raised her head. The Mare of Darkness fell silent, seeing tears pouring from her rosy eyes.

"I am your friend, Luna," she said, her tone filled with pain. "That's why I need to stop you."

Fear rushed through her senses. Nightmare Moon could feel herself fading away, everything going dark around her.

"Tia!" she screamed, desperately reaching for her sister.

"I-I'll forgive you..."

The other alicorn was choking on the words as she spoke them.

"I'll forgive you... whenever you're ready to ask..." she said, her head bowing again. "Maybe someday, you'll forgive me."

There was no time for anymore words. Everything vanished in a final, rainbow-colored burst.

And for the first time in one-thousand years, tears fell from Nightmare Moon's eyes. Pain shot through her heart as it filled with something she'd known once. An emotion she was suddenly intimately familiar with once more.

Regret