Prologue

"Mom!" Rainbow Dash called out, her voice echoing into a dark oblivion. "Dad!"

"Rainbow!" Her mother, Firefly, yelled back. But something was off. The voice that came from her only barely reached Rainbow Dash, even though the pegasi were only about twenty yards away. Her father, Spectrum, was also saying something, but his words were lost to the black void that surrounded the three; the only indication that he was speaking at all was his moving lips.

Rainbow Dash flared her wings, pushing down on them to propel herself forward. She felt her hooves leave the invisible ground. Wind blew past her mane with each flap of her wings as she went faster and faster.

Nothing happened.

She didn't go anywhere. She flapped as hard as she could. The wind grew to deafening levels. The air in front of her began to form the shape of a cone. A bead of sweat ran down her face. Everything she had. Everything she was giving it. None if it mattered. As much as her mind told her, she wasn't going anywhere. With a lacking of scenery aside from the black void around them, and her parents not far in front of her, there was no way to tell if she was actually moving or not.

But she kept flying. Flying towards the calls of her parents, trying desperately to hug them. Still, nothing happened. If anything, they were getting farther away from her, if their decreasing size was anything to tell by.

"Wait!"

Rainbow's words never reached her parents. They were caught in the rushing winds, falling behind her as she flew along.

"Dash!" Spectrum shouted, but his voice was barely over a whisper.

Rainbow Dash pushed herself even harder. Her breathing was ragged, slowly becoming weaker. Her wings cried in pain. Every recess of her mind screamed at her to stop. But she didn't. She kept going. She couldn't stop. She wouldn't stop. She didn't stop. That was, until something extraordinary happened.

From the hooves up, her parents began to disintegrate in front of her. It was slow at first. Gradually, the bottoms of their hoofs faded away, carried off to the side like sand in the desert wind. The process took a few seconds to consume their hooves, after which it sped up slightly.

Why can't I get close to them?! Rainbow Dash mentally berated herself. Again, the pegasus pushed herself, only to once more fail; no ground was made up.

The decay of her parents continued in front of her, and there was nothing she could do about it. Rainbow Dash watched as their lower legs deteriorated next, steadily increasing speed as the more their legs were consumed. In half the time it took for their hooves to disappear, their legs were nearly gone.

"Dash!" The voice belonged to her mother, but her mouth didn't move. Rainbow's name simply formulated from nothing, only to dissipate back into the black void around them. With one powerful down stroke of her wings, Rainbow Dash sought out to push herself past whatever barrier was standing in her way. Instead, her wings failed, going limp and falling to her sides Rainbow Dash dropped several feet before crashing, flipping hoof over hoof.

When her crash steadied, and the pegasus laid still on the invisible ground. She bolted upright, desperate to run towards her parents in the hopes that she could save them. When Rainbow looked to where they were just standing moments ago, all she saw was the last specs of dust floating away in a soft breeze.

"No!" Rainbow Dash mouthed the words, but nothing came out. She failed. Her parents were gone and it was all her fault; she couldn't get to them in time. She slammed her hoof into the invisible ground. "I was so close!"

The pegasus bowed her head, lamenting what had just occurred before her very eyes, how she had been unable to stop it. The possibility of escape from this realm, or even what this realm was, was far from her mind. All she cared about now was the empty space that had once held her parents.

"Rainbow!" The voice that called didn't sound like either one of her parents. When she turned to face the source, Twilight Sparkle stood staring at the pegasus. "Rainbow, come on!"

Twilight turned in the opposite direction and trotted away. Rainbow Dash flew after her, but something was wrong. The air felt as if it was vibrating. Almost as if she were standing on the ground in the midsts of an earthquake. But she wasn't standing. She was flying. The motion caused the pegasus to rock back and forth, compensating so that she wouldn't fall from the sky. Twilight seemed completely unaffected by it, not moving a bit from her path.

"Twilight!" Rainbow Dash said. "Wait! Something's wrong!"

The alicorn didn't listen. Rainbow Dash was about to call out again when a sickly noise rang out. She recognized it almost immediately. Her mind flashed back to her race through Ghastly Gorge, just moments before the avalanche. But there were no rocks here, were there? No, there couldn't be. It was just an empty, black void, just as it had been the entire time. Then she decided to look up.

A boulder fell towards her. Rainbow Dash rolled to the left to get away but the boulder followed her evasion. The pegasus tried zigzagging. Still, the boulder followed her. She tried flying to the right, perpendicular from Twilight. Sure that she had lost the boulder, Rainbow Dash looked up to make sure. It hadn't missed a beat. The rock was still falling towards her. By now, it was very close.

In a matter of seconds the two collided. Rainbow Dash slammed into the invisible ground that had apparently only been inches below her. She could have sworn that she was higher up than that. When she tried to get up, something tugged on her wing, stopping the mare at a crouch. The boulder sat on her left wing, which was now clearly broken. No pain imitated from the join however.

"Help! Twilight!" Rainbow Dash tried to pull herself from the grasp of the boulder, stretching her feathers. Every attempt failed. Then she tried to use her legs to push it off of her. That too, failed. "Come on..." She gave the brown rock one last buck in the hopes that it would at least crumble. The mare didn't even phase it.

Rainbow Dash looked over the top of the rock to where Twilight should have been. Where she hoped that she would have been. Instead of seeing a lavender alicorn running to her aid, she only saw a white light. It was harsh enough to force Rainbow Dash to squint and before she knew it, the light was growing. She couldn't tell how far away it was, or how fast it was moving. But when appeared to be the size of her outstretched hoof, it released a resounding flash that turned everything white.

Tiaras and Flight Suits

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"Rainbow Dash!" Twilight barked from the her library's living room, up to her own room on the second floor, currently being used by a certain cyan pegasus.

Rainbow Dash was fast asleep in Twilight's room in the library. Since her wing was broken, she had nowhere else to go, so Twilight had offered up her room. But now, it was apparently time to get up. Still sore, and not feeling up to the task of actually getting up, Dash rolled onto her good side and covered her head with a nearby pillow. For a moment, there was blissful peace. That was until she heard hooves trotting up the stairs...

"Rainbow Dash!" Twilight burst through the room door, making her way towards the bed. "It's almost noon and we have to go."

"Go...?" Rainbow Dash managed to mumble. "Where in Equestria do we have to go now? Do I look like I'm in any condition to go anywhere?"

"You look like you're being lazy." Twilight used her magic to remove the pillow and blanket that covered up her friend. Her eyes shot immediately to the bandages that still wrapped around Rainbow Dash's left wing. Twilight sighed, remembering everything that had transpired. "How's your wing?"

"It's fine," Dash lied. Stubborn, she sat up to prove that it was fine, and that she wasn't lazy. But on her way up, she was forced to grimace slightly from the pain. Twilight glared at her friend upon seeing this. "Where are we going now?"

"Princess Celestia wants to meet with me, and instructed me to bring you."

"Why? Can't you take somepony else?"

"Applejack is busy bucking apples. Fluttershy is gathering up birds for some kind of a concert. Rarity went to Manehatten to pick up fashion supplies. And Pinkie Pie ran out of balloons from your party last night, so she went to a shop in Fillydelphia for a liquidation sale. So, you're the only pony here I can bring."

Rainbow Dash sprung to her hooves, her one good wing flaring up in excitement and an ear to ear smile on her face. "The princess requested ME personally? What for?!"

Seeing how excited her friend was, Twilight could only answer truthfully, "I don't know. All she said in her letter was to meet her in the castle, and bring you."

"Then what are we waiting for?"

"Well, I was waiting for you..."

"Not anymore, let's go!"

Rainbow Dash lept to the window as if she were about to take off. But remembering her broken wing, she slid to a stop against the window. Letting out a sorrowful sigh, she bowed her head in defeat, a sight Twilight, or any pony for that matter, hardly ever saw. The sudden rush of emotion caused Twilight's wings to flare. Dash noticed this before even Twilight did, peering out of the corner of her eye. Out of all of her friends, it was Twilight who could fly instead of her.

"Rainbow," Twilight began in a soft, comforting voice, "for what it's worth, I'm sorry."

"I know..." Rainbow Dash could see that Twilight was trying her hardest to keep her wings down, but was still having trouble controlling them. "There's nothing you can do about that, by the way. Your wings will betray your emotions."

Twilight paused. "Well, the train's leaving in a few minutes. We should get going."

"Yeah..."

The two ponies headed downstairs, Rainbow lagged slightly behind. Before leaving, Twilight instructed Spike to let Princess Celestia know that they were on their way. He agreed, immediately retrieving quill and paper. Once outside, Twilight could see the greenish smoke leave one of the windows, heading directly towards the castle.

No words were spoken between the ponies during the trip from the library to the station. Even boarding the train, silence. Rainbow Dash sat next to the window, with Twilight by her side on the aisle seat. The train lurched forward, and not wanting to sit in the awkward silence any longer, Twilight took a gamble in trying to get her friend to open back up.

"So," she began with light and careful words, "why do our wings flare up like that?"

"What...?" Dash raised an eyebrow in question. "You want me to tell you why our wings do that? I figured you would have read a book about it."

"Actually, I don't have any books on flying. Those kind of books are almost exclusive to pegasus libraries. So, I figured if I'm going to learn how to fly, or sleep well for that matter, I may as well learn from the best flyer in Equestria!"

A small smile emerged on Rainbow's face.

"Thanks. My dad told me that our wings do that to protect us, like a defense, in case we have to leave in a hurry."

"But they do it when you're happy, too."

"There's been several times when I've just been so happy, I wanted to fly. Like when I won the Best Young Flyers competition, or met Soarin' at the Grand Galloping Gala."

"Makes sense." Seeing that her mood has improved, Twilight tapped a hoof on her chin, trying to come up with another conversation piece. Then it came to her, a simple yet powerful question. "So, will you teach me?"

"Teach you?"

"Yeah, you know, to fly!"

"I dunno. I've been trying to teach Scootaloo to fly better, but that hasn't been going well. I guess I could see if I still have some books from when my parents tried to teach me. They're probably buried in some closet in my house..." Rainbow's voice trailed off.

Twilight felt guilty, watching as her friend's ears, mouth, and wings drooped down yet again. If she had been half a second faster, or slower, Dash wouldn't have had to push her out of the way of the falling boulder, and get her being broken.

"When we get back," she encouraged Rainbow Dash, "I can teleport you up there."

Her words had the intended effect. Rainbow's ears returned to their original positions, her wings perked back up, and she couldn't help but reveal a small smile. Twilight abruptly started laughing uncontrollably.

"What!?" Rainbow's eyebrows furled, her wings were slowly becoming erect.

"It's... hee he he... nothing..."

"Oh, it's something."

"It's just... the thought of you having books in your house. And you gave me trouble about being an egghead."

Rainbow thought about it for a second, then joined in with laughter of her own, once again able to relax a little bit. "Yeah, I guess you're right. But all I read is Daring Do, not that nerdy science stuff."

The large doors to the castle throne room were opened with ease by the guards stationed outside them, allowing Twilight and Rainbow Dash to enter in, unimpeded.

"Twilight Sparkle," Princess Celestia softly spoke. She was sitting upon her gilded throne, flanked by royal guards, shifting through letters and reports. "Or should I say, Princess Twilight Sparkle." She giggled to herself, failing to hide it behind her hoof.

Twilight bowed her head, trying to hide her blushing as the two ponies approached Princess Celestia.

"And hello, Rainbow Dash," Princess Celestia went onto greet the cyan pony. "How is your wing feeling?"

"Sore, but better," Dash replied truthfully, her gaze drifted towards the white bandages before returning to the princess.

"That's good to hear."

"Princess Celestia," Twilight looked at her teacher with a tilted head. "Might I ask why you summoned us here?"

"You may. Twilight, I am having a fair hosted in Ponyville—"

"Really?" Twilight started to smile, and her wings perked up. But being the thinker she was, she quickly wondered why the fair was being hosted in Ponyville. "Any particular reason...?"

"—to celebrate your becoming a Princess, my faithful student."

"Gah! But we already had my coronation ceremony!"

"Yes, I know, but that was almost exclusive to those already in Canterlot, and was a sudden event. Now, it's time to tell all of Equestria, and neighboring countries. Preparations begin tonight, and the fair will begin Friday."

"Oh..."

"Um, Princess?" Rainbow Dash interrupted as politely as she could. "Why did you request me to be here, if you don't mind me asking?"

"Ah, Rainbow Dash, I have a special assignment for you."

Dash gulped, and lowered her head slightly. "A... assignment...?"

"I'm going to have a special group of ponies be among the many performers at the fair, a special group that you are very familiar with."

"Who?" Rainbow should have figured it out halfway through the princess' sentence.

Princess Celestia nodded, indicating towards the throne room doors. Rainbow Dash turned to watch as the double doors slowly opened. In trotted a very light blue stallion, about the same age as Rainbow, probably a year or two older, with a dark blue mane. The colt was also wearing a navy blue suit. On the flanks of his suit was his cutie mark: a gold lightning bolt flanked by two wings, one on each side. Rainbow knew who he was immediately. Her one good wing reached for the skies, and her broken wing nearly ripped the bandages apart.

"The Wonderbolts." Princess Celestia told her with a smile. "I asked them if they could perform, and they agreed. Your assignment is to help Soarin with the proper preparations."

The smile on Rainbow Dash's face grew bigger and bigger as Soarin approached. She started mumbling to herself, "Ohmygosh ohmygosh ohmygosh ohmygosh!" Twilight covered her eyes with a hoof.

"Hi, uh... Rainbow... Flash... is it...?" Soarin looked askance of her, trying to reach into the depths of his memory for the answer.

Rainbow's wings and ears went limp. Her smile slowly faded. She was right... Twilight thought to herself. Your wings DO betray your emotions. As much as you want to hide them, you can't...

"It's Rainbow Dash... actually..." she solemnly replied to him. Soarin' seemed oblivious as to what had just occurred. Rainbow idolized him, had wanted to fly with him and the Wonderbolts for years, saved his pie at the Gala, spoke to him at Princess Cadence's wedding, and even saved his life once! And he couldn't even remember her name.

"So you're the pony who is going to help me, huh?" he asked Rainbow.

"Uh, yeah, I guess." She replied, scratching the back of her head with a hoof. At first, this had seemed like her best chance to get in close with the flying team, but now she wasn't sure of much.

"Twilight," Princess Celestia called for her student, "I understand that you are probably uncomfortable with all of this, and becoming a Princess. I want you to understand that this is also meant to help you, to let you experience what it's like the be a Princess."

"I understand," Twilight told her, "but you are right, I'm not comfortable with this at all! I don't know how to be a princess, rule over ponies, or anything like that. I have trouble dealing with my friends' problems, let alone everypony in Equestria!"

Princess Celestia laughed to herself. "You won't be listening to the problems of everypony in Equestria. I am still here, you know." Twilight smiled, realizing that she was just nervous, that nothing bad actually would come of this. "You'll just be my... my..." Princess Celestia thought to herself. "Assistant. Unless of course I decide to make Ponyville and the surrounding area its own kingdom... Then you would be the ruler of that, and listen to the problems of all of those ponies. He he he."

"Ha ha ha... yeah... let's not..."

"I would never do that to those ponies." Princess Celestia's new joke made her laugh again. "Now, you three best be off; there's work to be done."

The three ponies bowed in respect, and headed back towards the train station. Not much was said between them until they left the castle. Rainbow was trotting along next to Twilight, trying to ignore the fact that Soarin was hovering next to her, keeping pace. She passed the the time by watching the clouds over the city in vain. The weather here was similar to what was supposed to be over Ponyville now. Dash wondered how Derpy was doing holding up the skies.

"What happened to your wing, Rainbow Flash?" Soarin asked, bringing her out of her day dreams. Obviously somepony didn't know how to tell what effects their words had on other ponies.

Rainbow lowered her head slightly, trying not to show how much that hurt. "Dash," she corrected, "it's Rainbow Dash. And I broke it when a boulder fell on it."

"Ouch. Sorry to hear that."

"It was my fault," Twilight explained to Soarin. Not wanting to hear this story again and remember how she screwed up, how she abandoned her friends, Rainbow Dash kept her ears down, trying to block out as much as she could.

About five, long, minutes later, the trio arrived at the train station. Twilight was just finishing up recapping last night's events to Soarin, who was intently listening. Rainbow stood on the platform, rapidly tapping her front hoof, displaying her lack of patience. This train can not get here fast enough... Rainbow thought to herself. I wish they wouldn't mention this anymore. And I can't believe he got my name wrong, twice! Now I'm going to be stuck with him for the next week, and I can't even fly with him! Ugh, if we can get through this without talking to each other, that'd be great.

"Wow!" Soarin exclaimed. "You really did that, Rainbow Dash?"

Oh, hay...

"Hm? Yeah." Rainbow replied, not caring much and trying to show it. Finally the colorful train arrived. Rainbow sprinted inside, leaving behind a vibrant contrail. Almost home... almost...

The Fair Comes to Town

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The train took longer to leave than normal, since construction teams were loading building supplies and equipment onto it for the fair. In fact, the majority of the ponies who were riding the train were construction workers, wearing bright orange vests, tools belts, and bright yellow hard hats. Twilight and Rainbow Dash sat in a seat together, while Soarin’ sat alone in the seat next to them. Rainbow Dash could feel Twilight glaring at her.

"What?" she demanded, brows furling.

"You going to be alright, Rainbow?"

"Pfft, yeah? Why wouldn't I be?"

"One of your idols got your name wrong... twice. He barely remembered you. And I saw your face when he was hovering next to us on the way here. Trust me, you're not alright."

Rainbow Dash sighed, her gaze drifted outside. "You’re right... it's just... it's just being grounded like this stinks! I can't fly, buck clouds, go to my house, nap on those soft, plush white clouds, do any of my tricks or impress anypony! Now the Wonderbolts are going to be here, and I won't even be able to show off to them!"

Dash's voice was raised, raised enough to the point that Soarin’ heard her, and looked over to investigate. Twilight replied quietly. Soarin’ was unable to hear the rest of their conversation, so gave up entirely, losing himself in his own thoughts.

"It'll be alright, Rainbow. We'll figure something out."

"Yeah, I guess... are you sure you can’t use a healing spell on my wing? Please? Please, please, please, please!?"

"Like I told you last night when we got home. I. Can’t. It’s too dangerous.There are some healing spells in one of my advanced magic books... but—"

"Oh, thank you, thank you, thank you!" Rainbow Dash hugged her friend tightly. The sudden outburst of caught the attention of Soarin for the second time, and every other pony nearby, who gazed at them with annoyed eyes.

"But, they're dangerous and hard to perform. The slightest mistake and I could seriously hurt you! I won’t do it, Rainbow. Just wait for your appointment with Doctor Stable and see what he says. You’ll just have to wait for it to heal like every other pony."

"Ha! How in Equestria could you hurt me performing a HEALING spell?"

"By misaligning bones, tendons, muscles, veins, things like that. Rainbow, it's very dangerous, I don't want to hurt you!"

Dash hesitated. "I think it'll work. Nothing can keep Rainbow Dash down!" She proceed to bask in her own glory, standing in her seat, flexing her leg muscles.

Twilight rolled her eyes. "Other than rocks, you mean?"

Rainbow Dash sank back into her seat, falling like a deflated balloon.

Unable to believe that she was giving in, Twilight continued. "Fine... But not until after the fair. Hopefully by then most of your wing should be healed, so it won't be as risky."

"Deal." The two solidified the agreement with a simple hoof shake and friendly smile. Rainbow took the opportunity to glance over Twilight's shoulder at Soarin. He was fixing the tie on his officer's uniform and inspecting the rest of it. He felt somepony's gaze upon him. Looking around to investigate, he caught Rainbow Dash watching him. Quickly, she realized that she was caught, and ducked back down behind Twilight.

Finally, after a half hour delay, the train moved forward once again, heading for home. Twilight and Rainbow Dash didn't say anything else to each other for the rest of the ride, mainly eavesdropping on the conversations around them. What each pony would be assigned to build for the fair. Some had to construct the bleachers, while others were assigned to the fences and pathways. A few spoke about a theatre and surrounding food courts. One construction pony, who looked like the site manager, was sitting next to Soarin. The two were talking about what kind of living arrangements the Wonderbolts wanted, what they needed as far as the area went, and other small necessities. Dash couldn't listen to any of it. She rested her head against the window, and dozed off to a light sleep.

The warm sun bathed her back in its glow. The wind flowed through her mane. Her wings fluttered softly as she gracefully glided between cloud after cloud. Rainbow Dash angled herself towards her soft, peaceful home of Cloudsdale. There, her family would be waiting for her, getting ready to head to the local air show, an event that Dash had eagerly awaited all year.

But dark storm clouds closed in from all sides. Her home disappeared behind the swirling hurricane. Lightning flashed, thunder rang out, and rain swirled. Darkness was beginning its reign over the skies. Suddenly her wings stopped and went limp, nothing she could do had any effect on changing that. Rainbow Dash, the strongest flyer ever to grace the skies over Equestria, fell helplessly.

The color from her coat and mane faded with every foot she fell. The leaves were stripped away from the trees below, providing no padding when she crashed into the earth. Her sheer speed was enough to leave a trench that stretched from the point of impact to the point where she skidded to a halt. The friction from the slide gave her a severe case of road rash, and she felt it when staggering to her feet. Dash didn't get that far, though she only managed to sit on her rear legs.

All around her, chaos ruled. It was silence in one fell swoop by a rush of cold air. For a moment, there was empty silence. Cold and darkness controlled everything. Rainbow Dash sat alone, scared, her visible breath escaping from her snout. She looked up. Above her, a shaft of light shined down. Through it she could see the familiar blue skies she’d once called home, with the occasional cloud passing by. Dash tried to fly up, but couldn't. Her wings couldn't move. She tried and tried but couldn't. The dark, cold air became ever closer.

A tear escaped an eye as she sank as low as she could. There was a sudden warmth on her side. She investigated the change through her blurred eyes and could have sworn she saw a pink wing hugging her side tightly. Dash looked over her right shoulder, expecting to see her mother, only to see darkness.

"Rainbow Dash." A soft voice echoed. "Rainbow Dash, wake up. Dashie."

"Dashie."

Rainbow's watery eyes fluttered, trying to open.

"Rainbow..." The final call of her name roused her out of her nightmare. Water blurred the bottom edges of her vision as she looked around, attempting to confirm that she was once again back in reality. Still feeling a warmth on her left side, she looked to investigate. At first, Dash thought she saw a pink wing resting over her back and bandaged wing, but once she blinked a few times to clear her vision, it was revealed that it wasn't pink, but lavender. Glancing over her right shoulder, Dash saw the gloomy face of her alicorn friend. "How bad?"

Not wanting to admit she was vulnerable, Dash replied, "Fine. Everything's fine. Why are you asking?"

Twilight pointed with her left hoof at a small collection of tear stains on the seat, then towards a dent in the wall just under the window.

"How bad?" Twilight's words sounded more like a statement than a question.

Rainbow sighed to herself, bowing her head. "Bad. I was flying home for the Cloudsdale Airshow and my wings just... stopped. A hurricane surrounded me and I fell. I couldn't get back up. I tried and tried and tried but couldn't. Then everything got cold, dark. I thought my mom was there but... I couldn't see her."

Twilight pulled her friend in closer with her wing for a tight hug. During this time, Rainbow Dash took notice that the train was no longer moving. She confirmed this by looking out the window at familiar surroundings. They were home.

“Come on,” Twilight ushered, releasing Dash from her wings and stepping out into the aisle. “We’re here.”

Dash looked past her, at an empty seat.

"Where’s Soarin?” Dash questioned.

“He left in a hurry. Said something about getting things ready for Spitfire’s arrival tomorrow.”

“Spitfire is coming here? Tomorrow!?” Dash’s ears perked up, and her rainbow colored tail flicked from side to side. Twilight could see her friend’s teeth through the smile.

“Along with the rest of the Wonderbolts. Weren’t you listening to Princess Celestia?”

“Yeah, well, no, not really. I was distracted by somepo-- something.” Twilight rolled her eyes with a sly grin. “Let’s go,” Dash continued, desperate to get out of the conversation before she said something she’d regret. “Don’t we have a fair to prepare for?”

“You have to prepare for the fair. I don’t have to do anything.”

This time it was Dash who rolled her eyes. “I know somepony who’ll disagree.” She followed Twilight into the aisle, then the two proceeded to head out of the train. They stepped outside into the fresh Ponyville air. The skies were clear since Derpy was in charge of them until Dash’s wing was healed, she was pleasantly surprised. She’d been expecting patches of clouds here and there, maybe even a tornado or two.

“DASHIE!” a familiar voice cried. Before Rainbow Dash could react, she found herself pinned on the platform floor. Streamers and confetti fell around her. When she rolled onto her back to see who the assailant was, her first sight was the bright blue eyes of a certain excitable pink pony.

“Pinkie Pie!” Rainbow yelled, gasping to get her breath back. “Can’t... Breathe...”

“Oh! Sorry.” Pinkie Pie blushed and quickly got off of her cyan friend, who actually appeared to be a little more blue in the face, if that was even possible. Dash smartly took the opportunity to get up before anypony decided to step on her when boarding or departing the train. “Guess I got a little carried away. I haven’t seen you since last night! Then I was on my way home but got carried away and ended up in Canterlot! Then I saw you guys and was like ‘OH MY GOSH, OH MY GOSH’ so I tried to talk to you guys but then I noticed another pony following you so I decided to follow him and make sure he didn’t you a surprise party because that’s my! Then you guys boarded the train and I didn’t know where you were going to go so I hopped on to follow you guys. I didn’t know you were coming here otherwise I would have ridden inside with you instead of on top of the car, waiting for my moment to pounce, like this!”

Pinkie started to reenact what she had just done, by literally getting on top of the passenger car again, and going through every motion to the tee. Once she pounced on the spot that Rainbow Dash had previously been standing in, she appeared to remember something. Pinkie Pie reached into her saddlebag and placed a light bulb at atop her head.

“Oh! I got so many ideas for the party! Twilight!” She zipped over to her confused, friend, shaking her rapidly. “I need quill and paper! Where is your quill and paper!?”

“Pinkie...” Twilight responded, freeing herself of the violent grasp of her over energetic friend. “You’re not going to have time for a party. Princess Celestia is hosting a fair here, in Ponyville. It starts Friday and preparations being tomor—”

“I know!” Pinkie interrupted.

“You know!?” Twilight and Rainbow Dash replied in unison.

“What party did you think I was talking about? We just had one last night, sheesh. That’s why I went to go get all of these supplies!” She indicated towards a pile of crates that were neatly stacked on the side of the platform. “Princess Celestia herself asked me to put together the decorations and events! That way, everypony will have the best time out of all of the other times they’ve ever had!”

“She did?” Twilight questioned her. When she’d gotten the letter from Spike earlier that morning, he hadn’t said anything to her about the rest of her friends. “Who else knows about this fair?”

“Everypony, silly!” Pinkie Pie pulled out a small, silver cylinder with a red button on top. She pressed down on the button. Expecting something to explode, Twilight and Rainbow Dash flinched, getting as low as they could and looking to the skies for falling debris. They were not, however, expecting thousands upon thousands of balloons, confetti, and streamers to rain down via strategically placed party cannons all throughout town. A banner dropped down from the archway that led into the train station. It read ‘Welcome to Princess Twilight Sparkle’s coronation fair!’. “Pretty neat, huh? Rarity designed it herself!”

“Rarity knows...?”

“Duh? I said EVERYPONY knows. Rarity is helping me with the decorations and is going to design all of our dresses for the events; Applejack is gathering food and cider to sell to the ponies who visit, and is providing some space at Sweet Apple Acres for the fair; and Fluttershy is getting her critters ready for a concert she’s producing and directing for one of the nights!”

“Uh-Huh... Dash, we should leave Pinkie Pie to prepare...” She nudged her friend several times in the hopes that she’d understand her secret meaning.

Thankful, Rainbow Dash was usually quick to catch onto a subtle plot. “Uhh, yeah!” She responded, forcing a strained smile. “We’ll see ya later, Pinkie!” The two ponies quickly trotted away, trying to stay clear of Pinkie before her antics got out of control..

“Okay!” replied the pink pony as she skipped away, out of sight.

“Thank Celestia,” Rainbow Dash sighed as the two slowed their pace. “Where to now?”

Twilight pondered for a second. “I think your house will suit.”

Before Rainbow Dash got a chance to reply, Twilight’s horn lit up with a bright white light. The light flashed, forcing her to close her eyes. When she opened them, she saw more white, but instead of an unexpected, terrifying flash, the color came from familiar clouds. The clouds that made up her home. Twilight had teleported the two to Rainbow Dash’s front door. Twilight! Dash turned towards where Twilight was standing earlier, expecting to see a gaping hole in the clouds. To her surprise, Twilight was standing exactly where she should have been, and the clouds were intact.

“Alicorns can walk on clouds too,” Twilight explained.

“Wish ya woulda told me that sooner. I thought you were a goner.”

“Hehe, sorry.” Dash noticed that Twilight was now staring at her house, examining and admiring every detail. “I’ve never see your house, apart from the bottom at least.”

“Well, now you can admire the inside while I try to find those books...” Rainbow Dash entered through her door, leaving it open behind her, offering for Twilight to step inside. She entered in time to see Dash head upstairs.

As Twilight had suspected, but not confirmed, the most everything was made of clouds; the walls, floor, ceiling, stairs, furniture, shelves, counters, windows. The front room contained a couch and recliner combination that faced a bay window, giving an excellent view of the mountains in the distance. On the back wall there was a shelf, also made out of a cloud. Medals, trophies, and photos adorned the shelf. Most of the pictures were of Rainbow Dash, flying through the clouds at high speed; a few depicted her with her parents. Twilight looked around some more. The house was well lit with natural lighting through open windows. As far as she could tell, there were absolutely no lights, not even a candle or two.

Not seeing much one the first level, not even a kitchen, Twilight headed upstairs to see what Dash was up to. Once on the second floor, Twilight had to use the sounds her friend was making to find the elusive mare. She finally tracked her into the farthest room on the left. Along the way, she passed the plainly decorated guest room; a workout room that Twilight couldn’t figure out why the pony had; then a restroom, directly across the hall from what seemed to be Dash’s bedroom.

Twilight poked her head inside. Dash had a cloud bed, with a Wonderbolts blanket on top. It looked extremely comfortable. In the past, Twilight had always wondered what it was like to sleep on a cloud, and now as an Alicorn, she had the opportunity to. But today was not that day. The walls were plastered with countless posters of the Wonderbolts. In the back corner, Twilight could see her friend’s rainbow-colored tail sticking out from a closet. Clothes were being thrown behind her, including, but not limited to: Rainbow’s Gala dress, her Wonderbolts academy uniform, flight goggles, a Wonderbolts flight uniform, formal dress uniform, and a Shadowbolts uniform.

“Found ‘em!” Rainbow yelled, her voice muffled by the clouds that separated her and Twilight. She backed out of the closet, dragging with her a cardboard box. Twilight approached as Dash opened it. Inside was book after book, once piled on top of the other.

Twilight’s magenta magic surrounded the mess of literature. She inspected the titles carefully, trying to find one to read first. The Air and I. Aerodynamics 101. One Beat At A Time. Preen Clean Preen.

“You read all of these?” Twilight wondered.

“Well, not exactly,” Rainbow Dash responded shyly. “My parents read them to me. I actually learned how to fly before I could read.”

Twilight giggled. “How am I not surprised?”

A sound from outside caught Rainbow’s attention, but it was too faint to make out. She turned her head and ears, trying to locate the origin when she heard it again. Somepony outside was calling her name. Rainbow Dash headed downstairs, through the living room, and back outside. She wasn’t expecting the pony to be at her door when she ran into him.

“You should slow down next time,” Soarin' commented, standing back up, shaking the blow off like it was nothing.

“Soarin'! W... What are you doing here?” Dash’s words were escaping her mouth about as fast as she hit him.

“I came to say I was sorry. Sorry about getting your name wrong earlier... I guess it just took me awhile to remember who you are. Let me make it up to you. Would you like to go for a walk? Maybe talk about a few things?”

Dash looked back at Twilight, who had followed her down, for confirmation as to if this was actually happening. Twilight happily nodded, indicating for her friend to go along. But Dash didn’t budge at first; she gave Twilight an intent glare, then looked down at her broken wing.

“Oh... ha ha, sorry.” Twilight apologized. “Let me, uh, get that for you.”

In the midst of another white flash, Rainbow Dash found herself on the ground under her house, Soarin’ glided down towards her.

“Ready to go?” he asked Rainbow upon landing next to her.

“Uh, sure, I guess.”

Phantom

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Rainbow Dash and Soarin’ walked side by side in awkward silence for a few minutes. Soarin seemed to be heading somewhere, so Rainbow was just staying by his side. For some unknown reason, he wanted to talk to her. Rainbow assumed that it was about the fair preparations. She was only half right.

“I wanted to apologize,” Soarin said. Dash raised an eyebrow.

“For what?” she responded. “You haven’t done anything wrong."

“No, I have, and you know it. For one, I’m sorry that I forgot your name, especially after everything you’ve done for me, and the Wonderbolts."

"Hmmhm, and?"

"And... I'm sorry that I've been flying around you. I didn't realize it at the time, but it probably made you a little jealous."

"It's fine. I probably would have been flying too... if my wing wasn't broken..."

"And that's exactly why I'm sorry. I saw the look in your face. You resented me for doing what you couldn't. I've even seen how you look at your alicorn friend. Believe me, I've broken my wings plenty of times, and each time I've stared at other pegasi with envy. And it's the subtle reminders, too. Seeing a bird fly by, a cloud overhead. You can't block out those feelings."

"No... you can't..." Rainbow Dash's head began to droop again.

"Which is why, whenever I'm around you, I'm going to keep my hooves on the ground."

Rainbow Dash stopped in her place.

"You... don't have to do that, Soarin. It's perfectly fine if you fly."

"It's not fine, though! That's what I'm trying to tell you."

"Hmmhm. What about Spitfire? Or the rest of the Wonderbolts when they get here?"

"You let me worry about Spit. She'll see it my way. Now, you're supposed to be helping us with the preparations, right? So, I figure best I can do is make you happy."

"Thanks. I guess?"

Soarin' chuckled to himself. "Anytime. Where do you propose we begin?"

"Well, we'll need some high impact clouds shipped in from Cloudsdale."

"Already on the way."

"Then we'll probably need to inspect the arena to see what we can set-- ow!" A forest green pegasus colt with a white mane zipped between Soarin’ and Rainbow Dash. As he did, he clipped Dash's injured wing, simultaneously shoving her to the ground.

"Watch it, buddy!" Soarin' yelled at the colt. But the colt seemed to ignored him, continuing towards the train station. Soarin looked down at the cripled cyan pegasus with pitiful eyes. But he felt another emotion, one he couldn't put a name to. Rainbow Dash sighed, and started pawing the dirt in front of her. "You okay?" Soarin’ asked sincerely.

"...Yeah. I'm fine."

"Well then, c'mon! We've got an arena to inspect." Soarin extended his hoof to Rainbow Dash, offering her help up.

She accepted it. They locked hooves and Soarin pulled her back up. "Okay, but how do you sugge-- whoa!" Instead of bringing her to her hooves, Soarin kept pulling until Rainbow was launched into the air, landing perfectly on his back. Her forelegs rested around his neck, and her hind legs relaxed between Soarin's hind legs and wings. "Uhh, Soarin. What are you doing?!"

"Hang on, Dash!" Soarin's wings flared open.

"Soarin..." He assumed a takeoff stance. "Soarin..."

"Hold tight!"

"Soarin'!"

The stallion sprinted forward before jumping as hard as he could whilst flapping his wings. Rainbow Dash closed her eyes and hugged Soarin's neck as tightly as she could. The ride suddenly became smooth. Dash could feel that they had left the ground and were moving in an upward direction, with a slight curve to the right. Even though she could no longer feel the ground, even though she could feel the wind in her mane, she didn't feel like she was flying.

"Open your eyes!" Soarin yelled over the wind.

"I can't!" Dash responded, shaking her head, her eyes locked shut.

"Now, why can't one of the greatest flyers in Equestria simply ride through the air?"

"I... I don't have control. This doesn't feel like flying."

"Just, open your eyes, I've got you. Trust me."

"But—"

"Open. Your. Eyes."

Rainbow Dash did as instructed, hesitantly at that. What she saw first was Soarin’ giving her a reassuring look, complete with cocky grin. She looked around. Soarin’ had flown the pair between Ponyville and the clouds, and was slowly circling around the park; the area that was to become the fair grounds. Construction ponies muddled about, doing their part to hastily throw everything together. All was coming along nicely. Food and souvenir stands were already up. Entertainment areas had been completed. Most of the other attractions had also been complete, but a few remained; the arena on the edge of the park and the stage in the center were still under construction, but would be completed by nightfall.

Soarin’ angled the pair towards the arena, where he began a short, slow circuit around it.

"What are those ponies up to?" Rainbow Dash asked, indicating with a hoof towards the north end of the arena where a group of construction ponies were lining up small crates.

"Dunno." Soarin' responded. "Let's ask 'em."

Soarin’ expertly glided towards the group of ponies, slowing his speed without losing altitude. The pair couldn't hear what the ponies were talking about from that height, but Rainbow Dash could tell something was amiss. A few of the ponies were stirring nervously about the crates. A new pony, this one wearing a white helmet, ran up to the group, holding a clipboard in his magic. He started yelling something at the others, that much Dash could hear, but she was still too high up to be able to clearly understand him.

Suddenly, each pony fled in terror. One of the crates was on fire.

The now fiery crate exploded, sending fire and smouldering debris up in a large mushroom cloud. Soarin panicked and flew straight up, Rainbow Dash struggled to hang on. Rockets flew up after them, leaving dark smoke trails in their wake. The rockets exploded around the pegasi. Soarin was forced to take evasive action to avoid being burnt by the hot embers, but as a consequence, Rainbow Dash was unable to hold on. Soarin's only indication that she had fallen was that he could breathe again, the explosions from the fireworks had muffled her screams. He put the brakes on, skidding to a stop mid air. Turning around, he only caught a glimpse of her rainbow tail disappearing into the expanding mushroom cloud.

"Rainbow!" he yelled, beginning his pursuit after the cyan pegasus.

Rainbow Dash lost sight of Soarin through the cloud. She tried to breathe so she could scream some more, but was choked up by the smoke. A hundred feet from the ground, Rainbow emerged through the bottom of the upward portion of the cloud, and fell parallel to the smoke stem. She continued to cough to clear her lungs of the smoke, unable to call for help as the ground rose towards her. I'm going to die from a fall. She thought. This isn't how the greatest flyer is supposed to die. Embracing what was to come, Rainbow closed her eyes, and waited. Waited for an inevitability that never came to fruition.

When she should have impacted with the ground, she instead found herself moving horizontally. Upon opening her eyes, she saw that she was in the forearms of a pegasus stallion she hadn't seen before in her life. Not bothering to take in the details of his looks, Dash instead focused on hanging on tightly around his neck so as to not fall again. However she had nothing to worry about. The pair were a few feet above the ground. Seconds later, the stallion landed on his hind legs, still flapping his wings to keep his balance with the rainbow-maned mare in his forelegs.

"You can let go, ma'am." He spoke in a mild, clear voice.

Dash slowly opened her eyes, making sure it was safe. Seeing she was now at a safe height, and that the new stallion was straining to keep her up, she sheepishly let go, and landed on all four hooves.

"Hehehe." Rainbow Dash lowered her head in embarrassment while backing away. "Sorry... you would be—"

"Phantom," he told her. Being a few feet away, Rainbow had the chance to look at the colt better. His base coat was a deep, midnight blue. The tip of his muzzle and hooves were jet black, like he had run through oil but the oil hadn't come off, and that he tried to take a drink of water before realizing that that too was oil. The tips of his feathers on his wings were also jet black, along with his mane, though, their were fiery streaks of midnight blue running through it. For reasons unknown to Rainbow Dash, her cheeks were burning up.

She hadn't realized she hadn’t stop backing up until she came to a sudden halt, running into somepony. Dash leapt into the air, simultaneously turning around to see a familiar stallion, though one she didn't expect to see.

"Hey, Rainbow Dash," Shining Armor greeted her. Beside him was Twilight, who was levitating quill and parchment in her magic. "I see you met Phantom."

"Uhh..." She scratched the back of her head. "Yeah, I guess I did."

The colt known as Phantom trotted up beside her. "What exactly were you doing hundreds of feet in the air, with a broken wing?"

"Soarin’ was showing me around the arena since I'm helping him with the Wonderbolts' preparations. Then the crate exploded and I fell off. Nice catch, by the way."

"It was," Shining Armor cut in. "We were by the stage when we heard the explosion, so we took off to investigate. Phantom here is one of my fastest flyers. It looks like that came in handy."

Rainbow looked at Phantom again, nodding her head in thanks when she noticed something suspicious. “So... why isn’t he in uniform?”

“Special assignment. My true reason for being here mustn't be known by the general population."

Rainbow started paying more attention, and noticed something else missing in the process.

"Hey, why don't you have a cutie mark?" she interrogated him.

"Look closely," Phantom instructed.

Rainbow Dash eased her way to his left side and took a closer look. It took her a few seconds to realize that there actually was a cutie mark. It was very faint, barely a shade lighter than his coat. It appeared to be several wisps of wind.

"So... your special talent is..."

"Uh, being fast and sneaky..." Phantom seemed to retreat a few feet back, somewhat ashamed of what he had said.

"I... don't get it..."

Shining Armor stepped up to speak for Phantom. "What he's trying to say is that he's a very quick and quiet flyer. Actually, now that I think about it, he barely makes any noise whatsoever. Which is the main reason he's my personal intelligence officer. Wherever I go, he goes too."

"So, why is he here then?"

"Twilight is a princess," Phantom explained. "This fair is being held for her, and ponies from all over the region will be attending, so there's a need for security. I'm here to foil any plots against Twilight, or any other pony of nobility or royalty that may be attending the event, including celebrities. Speaking of which, have you seen any suspicious activity today? Other than the unexpected fireworks display?"

Rainbow Dash thought for a moment. "Well, somepony ran by me and Soarin' and knocked me down without apologizing. He seemed to be in a rush."

"Can you describe him?"

"Green, white mane, a pegasus. I couldn't see a cutie mark under his saddlebags."

"Oh!" Twilight gasped in sudden realization. "Cloud Maker!" The others stared at her hesitantly as she lit up with joy like she had just won a guessing game. Seeing the looks the ponies around her wore, her excitedness faded. "Sorry. I ran into him by the train station, literally. He was nice enough to apologize and help me up. When I asked him where he was going, he told me that he was in charge of all of the cloud shipments from Cloudsdale for the fair, and that they were falling behind in production."

"Cloud Maker's a good pony. I spoke with him earlier, under false pretenses, of course." Phantom said, turning his attention to the cyan pegasus. "You said Soarin' was with you... where exactly would he be?"

Rainbow Dash opened her mouth to speak before realizing that she didn't actually know. She scanned the skies above her. For the most part, they were clear other than the dispersing smoke cloud and rescue ponies heading towards the scene; they were setting up an aid station by the town hall when the explosion occurred. No Soarin'. "He was right there, chasing after me! Where'd he go?"

"Well, when you see him, have him see Shining Armor. We need to work out the security arrangements for the Wonderbolts."

"Okay. What's Twilight's role in all of this?"

"I'm helping Shining." Twilight explained. "Somepony's got to organize everything."

"And she's doing a very good job," Shining Armor complemented his sister, giving her a pat on the head. "Phantom?"

"Sir?" He responded in an official manner, bringing himself to attention.

"Twilight has informed me that Rainbow Dash is the liaison for the Wonderbolts and is helping them with the preparations. I want the two of you to go around and check up on their preparations."

"Yes sir. Miss Dash, if you'll follow me."

Phantom turned to leave, heading towards the arena exit. Rainbow Dash looked at Twilight, then hesitantly went after him. Once the two pegasi were out of sight, Shining Armor turned his attention back to Twilight.

Twilight spoke before he could, "I think somepony has a crush." She giggled to herself like a little filly.

"I don't have—"

"Not you! You're married! That'd be... weird... Anyway, I was talking about Rainbow Dash. I think she might have a crush on Phantom. Did you see how much she was blusjing when Phantom let go of her?"

"She was probably embarrassed, considering her reputation."

"Noooooohohoho. She blushed like that around Soarin' when she first talked to him. And I know she has a crush on Soarin'. And now I think she might have one on Phantom. "

"Well, that'll make things more interesting. Phantom is going to be Rainbow Dash's body guard, so those two will be around each other a lot more."

"He he he, yeah. Wait... what!? Body guard!? What does Rainbow Dash need a body guard for!?"

"Twiley... you're a princess now. Like it or not, you have enemies. Chrysalis has already tried to get Rainbow Dash, and nearly succeeded. Now, the crate of fireworks explodes while Soarin' and her were flying overhead? It's pretty suspicious if you ask me, but the investigation will tell more."

"So you think somepony is after my friends?"

"I'm saying somepony might be after you through your friends. Even before you were a princess, you had enemies that were out to stop you. Now that you're a princess, you’ll have more. And with this fair going on, they could be anywhere. I've got guards trailing your friends, and guards stationed at strategic points and on patrol paths. You'll be safe. Trust me."

Twilight sighed. "I do. It's just... never mind. You're right. They'll be safe." Shinning Armor could see in her eye's what her true feelings were.

"So how did you break your wing? Twilight was vague on the details." Phantom asked Rainbow Dash.

"My birthday was yesterday, and I got a card from Queen Chrysalis. It was a picture of my parents locked in a cage. I didn't know they were Changelings, so I took off to rescue them. My friends tried to stop me but I ignored them, and fell into Chrysalis' trap. My friends and Princess Celestia showed up to help and there was a fight. Chrysalis was going to use her magic on Twilight but I stopped her, causing the cave to collapse. A boulder was going to land on Twilight so I pushed her out of the way, not fast enough, though..." She glanced at the bandage around her wing.

"It sounds like you were very brave. Braver than most ponies I know, even those in the Royal Guard."

"I guess you could say I'm just awesome, but I'll take that too." Her self compliment was accompanied by a cheeky smile.

In the distance, Rainbow could see a train arrive at the station. It wasn't primarily composed of cargo containers like the others were, but instead was made up of passenger cars. Nopony attempted to board. However, a near army of ponies exited; all had white coats covered with golden armor. Guards. Royal Guards.

"Hey... Phantom?" Rainbow called for his attention.

"Yes, Miss Dash?"

"Why is there an army of Royal Guards coming here?"

"It's hardly an army... and they're here for security."

"Security?"

"For the fair. Since there will be many ponies of both nobility and royalty, the Princess has asked for extra security. Guards will be put on patrols, they'll stand in strategic locations overlooking important areas, and will be following V.I.P.'s, making sure nothing bad happens."

"V.I.P.'s?"

"Very Important Ponies. Ponies like Princess Celestia, Princess Sparkle and her friends, etcetera."

"Twilight? She doesn't need her own guards, especially when she's got me!" Rainbow held a hoof across her chest like she was pledging an oath.

"It's not my orders. It's Princess Celestia's. And part of those orders include protecting the Elements of Harmony. Which is why Shinning Armor wants you to show me around. Miss Dash, I'm your personal body guard."

Body Guards

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"You're my body guard!?" Rainbow Dash yelled with fury in Phantom's face. "I don't need any body guards."

"Princess Celestia seems to think differently. And you should too. Of all of Princess Sparkle's friends, you are potentially the biggest target. There's already been one attempt this week to get rid of you, which nearly succeeded; then there was that explosion earlier that you just happened to be over, which also nearly killed you."

"Well, Soarin' was with me. Maybe somepony's after him, not me! Are you protecting him too?" Dash noticed that the skies were still clear of the light blue stallion. A worrying thought was beginning to linger at the back of her mind. Surely he would come and check on her. Right?

"Me? Personally? No. I'm assigned to you. We have other ponies looking out for Soarin', well, once we find him they will be."

"Well, you can go back to Shining Armor or Princess Celestia, whoever you report to, and tell them that I do not need protection."

"I'm not going anywhere, Miss Dash."

Rainbow Dash glared at him. "Fine." Then she trotted away, heading for the other side of Ponyville.

"Where do you think you're going?" Phantom yelled, flying after the cyan Pegasus.

"To the hospital. I have an appointment to get my wing looked at." Seeing that Phantom was flying after her, Rainbow Dash took off in a full sprint. The surprising burst of speed caught Phantom off guard. He grunted, and sped up after her. "Think you've got what it takes to catch the fastest flying in Equestria?" she mocked him.

"I'd bet I'm just as fast. Besides, you're not flying, you're running. And there's already one pony who holds that title." By the end of his sentence, Phantom had caught up with her, and was lazily flying on his back by her side.

"Did I mention I'm also one of the fastest runners?"

Slowly, Rainbow Dash began to pull ahead of Phantom. She checked over her shoulder to see where he was, only to discover that he was missing.

"Ahem," Phantom called. Rainbow Dash looked ahead at the noise. Phantom was flying backwards in front of her, their muzzles nearly touching. Dash blushed before quickly regaining her composure and making a sharp, ninety degree turn into a side ally. Phantom sighed to himself before reversing direction and flying up and over the buildings, falling in behind the cyan Pegasus once again. "Miss Dash, there's no reason for you to run. You'll just arrive exhausted. Now, please slow down before somepony gets-- humf!" Phantom came to a sudden halt, slamming into the concrete sign of the Ponyville Hospital, and falling to the ground below.

"Hehehe," Rainbow laughed. "Maybe you should pay more attention. I'll catch ya later!" Rainbow happily skipped inside, feeling victorious for losing her pursuer. Or so she thought. If she had cared to look around, she would have seen Phantom struggle to his hooves, and limp inside after her.

New plan, He thought. Be your namesake. Phantom then did what he did best, disappeared. Ponies could still see him, but nopony had any care to take notice. Rainbow Dash was too caught up in herself to pay any attention, and nearly ran into Nurse Redheart.

"Oh, hello Rainbow Dash," the nurse greeted. "What can I do you for?"

"I’m supposed to see the doctor about my wing?" Rainbow grumbled slightly.

"Oh yes, follow me, please." The white mare turned away, leading Rainbow Dash through a double door into another corridor. Phantom trailed after the two. He followed the mares as they turned left, following the signs that indicated towards the examination rooms. Along the way, they passed several signs saying that nopony was allowed back there unless they had an appointment. Good thing Phantom was the best spy in the Equestrian Military. He swiped a lab coat from a nearby laundry cart outside of a room and threw it on. When they passed a nurses station, he managed to take hold of a chart and clipboard. He made the occasional glance at the charts to appear busy.

Nurse Redheart opened the door to a room and ushered Rainbow Dash inside. Phantom was too far behind to hear what she was telling the Pegasus aside from muffled mumbles. The door shut quietly as the white earth pony turned to leave, nodding at Phantom as she walked past. The midnight blue pegasus took his opening and slipped inside the hospital room.

Looking around, he was alone. An empty, bare white room, with only a hospital bed and other vital equipment. No other ponies. No Rainbow Dash. There was however, another doorway on the right wall, that probably led to the restroom. Phantom pushed his way further into the room, allowing the main door to quietly shut behind him. Before he could get within ten feet of the bathroom door, he found himself laying on the ground with a pain and weight on his back. He wrapped his wings around the unknown object and slid it off of him before rising to his hooves, ready for further combat. Instead of seeing some random pony that was trying to kill him, he saw a familiar one wearing a very mischievous grin.

"Miss Dash," Phantom began. "You mustn't do that. Especially with my occupation."

"Hehehe, lighten up, Phantom. And you know, you're not that sneaky. Hay, Tank is probably sneakier than you..."

"Who's Ta—"

The door suddenly opened. In trotted a sandy-coated unicorn stallion with a chocolate-colored mane and tail. His cutie mark was that of pulsing heart monitor. He was wearing a white lab coat, had a stethoscope around his next, and was levitating a patient chart in his magic.

"Okay, Miss Dash. You broke your wing last—" The actual doctor stopped short upon seeing Phantom in the corner of the room. "Oh, hello. You would be...?"

"Phantom," the pegasus replied.

"Why are you wearing a lab coat? You're not a doctor... unauthorized ponies are not allowed back here."

Phantom sheepishly threw the coat off, pretending to have completely forgotten he was even wearing it. “Uh... research... for the... uhh.. book I'm writing! Yes! The book that I'm writing involves doctors, and I uh, wanted to get some perspective."'

"But that doesn't explain why you're back here with my patient..."

"That's because... I'm... Rainbow Dash's biographer!" Rainbow Dash rewarded Phantom's lie with a raise eyebrow. The doctor turned towards her for confirmation. Phantom in returned sent Rainbow a menacing look, non-verbally instructing her to go with his lie.

"Uh... Yeah. He's my... biog...raph...er..."

"Hmm. Well, as Miss Dash knows all too well, I am Doctor Stable. Now, if you'll climb up onto the bed here, we'll take a look at that wing and change out your bandages."

"You wanted to speak to me, sir?" a stallion voice asked.

"About your plan, yes," replied another.

"Sir, I can explain what happened, see—"

"I. Don't. Care. Your plan failed, and now that pegasus is still alive."

"But the fireworks—"

"No buts. Give me one reason not to strike you down and solve this situation myself."

"I can do it. By the time of the Wonderbolts' performance is supposed to occur, that Pegasus won't be able to show."

"Better not. We've had enough trouble as is. And now security is being stepped up."

"Don't worry, I won't fail again."

"And what about Shining Armor? He's in town, commanding all of these guards. How will you deal with that?"

"I said 'Don't worry.' I'm meeting with Shining Armor later, so I'll be able to see what he's going set up. Once I see the flaws in the security, I'll be able to kill that pegasus with no trouble at all."

"For your sake, I hope so. And remember to make it look like an accident! I don't need murder rumors running about town, disrupting the rest of our plans."

"Of course. And sir?"

"Yes?"

"What should I do about the Elements of Harmony? I don't know where they're held."

The other stallion sighed. "Didn't you listen? Once you kill one of the Elements, the others are useless! That's why Nightmare Moon failed, that's why Discord failed, and that's why Queen Chrysalis failed."

"But, Queen Chrysalis almost succeeded again."

"Because she tried to kill one of the Elements of Harmony! Celestia, aren't you listening!? That pathetic Princess Sparkle probably has the Elements of Harmony locked in her library. If you don't want to be a grown stallion and kill somepony, then steal them!"

"Yes sir."

"And remember. Once you step outside, you'll be followed. So be very, very, careful."

"Don't worry sir, I'm already working on a new plan."

Rainbow Dash and Phantom exited the hospital an hour later. Anypony around could tell exactly how upset the cyan Pegasus was.

"Five whole days!? Five!? I can't believe this! I have to wear this stupid bandage for five days!"

"Well..." Phantom treaded lightly; even though he hadn’t know Rainbow Dash for long, he knew you were not to get on her bad side. "You technically won't have to wear that bandage for five days. You're supposed to change it every morning. And it could have been much, much worse. At least now you'll be in flying condition for the Wonderbolt's performance. Speaking of the Wonderbolts, there's Soarin'."

"Soarin'? Where?" Phantom pointed towards town. The light blue stallion had just swooped down from the skies and landed in front of Sugarcube Corner in the distance. "C'mon, let's talk to 'em."

"Miss Dash, wait!" Before she could hear him, the stubborn Pegasus already took off after her idol. Phantom sighed to himself. Why me? he thought before remembering the conversation earlier.

"Phantom." Shining Armor spoke, trotting into the Royal Guard's H.Q. in Canterlot Castle.

"Yes, sir?" Phantom responded, sitting up from his desk, nearly knocking over several stacks of paper filled with top secret information.

"How much do you know about a Pegasus mare named Rainbow Dash?"

"Claims to be the fastest flyer in Equestria. Obsessed with being a Wonderbolt. Full of herself, extremely egotistical. She's the Element of Loyalty, and will protect her friends no matter what. She's performed the Sonic Rainboom three times. Why do you ask, sir? And isn't she here today?"

"She was. Her and my sister left already. Also, she did another Sonic Rainboom last night."

"Is that what that explosion was? And what in Equestria for? There were no special events going on last night that would have called for one."

"It was her birthday. And Queen Chrysalis made an attempt on her life. She tricked Rainbow Dash into believing that she had ponynapped her parents in order to get her away from her friends. Lucky for her, her friends showed up and saved her."

"I see. What does this all have to do with me?"

"Princess Celestia is holding a fair in honor of my sister in Ponyville. We're going to go run security. I'm assigning you as Rainbow Dash's personal body guard."

"What!? Sir, you can't be—"

"Quite. You're my best spy, and one of the fastest flyers I know. Once you get past the attitude, you should be able to handle Rainbow Dash fairly well, especially since her wing is broken." Shining Armor threw a dossier onto Phantom's desk. Held onto the cover by a paperclip was a picture of the cyan pegasus. "Read up. Train leaves in a half hour."

Phantom sighed. "Yes, sir."

"Is there a problem, Staff Sergeant?" Shining Armor didn’t often use his rank, since he was in the Intelligence division of the Guard, but when he did, it was your cue to know he was frustrated.

"No, sir... well... kinda... Why do I need to protect her? It sounds like she can protect herself."

"Judging by last night's events, she can't. Princess Celestia is afraid somepony is going to try to go after Twilight, and the smartest way to do that is to take out one of her friends, so that the Elements of Harmony can no longer work. Rainbow Dash would be the toughest opposition if left alive to try to protect Twiley, and she has a broken wing which makes her that much more vulnerable, on top of her go-get-em attitude. So please, make sure nothing happens to that pony."

"Yes, sir." Phantom saluted Shining Armor as the unicorn left his office. Once again in solace, he sighed to himself, staring down at the dossier.

"Hey, Soarin'!" Rainbow Dash called, galloping up to the sky blue stallion.

He was just entering the door to Sugarcube Corner when he heard his name being called. "Hey, Rainbow Dash," he greeted, holding the door open for the mare. Rainbow accepted the good gesture and trotted inside, followed by Soarin'.

Rainbow’s mood was quickly turning sour. "Where in Equestria did you go after the explosion, by the way? You kinda left me hanging after I fell helplessly and almost died!"

"I... uhh... Spitfire! Spitfire wanted to talk to me about important... Wonderbolt... stuff. Yeah, she wanted to go over some of the more complex moves that we’re going to debut."

Rainbow Dash raised an eyebrow. "The other Wonderbolts are already here? We never even talked about the arrangements."

"They... wanted to fly down early to get a good look on things. We're having some barracks set up so we can sleep in them."

"Okay... Hey, you want a pie? It's on me."

"Shouldn't I be buying you a pie? After all, I almost killed you."

"And I already forgive you. I wasn't expecting you to be able to carry my awesomeness, hehehe." Rainbow pulled a few bits from seemingly nowhere before tossing them up onto the counter Mr. Cake stood behind. Mr. Cake in turn pulled out a freshly made, delicious-smelling apple pie. "How's business, Mr. Cake?"

"It's great, Rainbow!" The smile on Mr. Cake's golden face easily stretched from ear to ear. "It's only the first day, and not everypony has arrived yet, and already I'm running low on food. Applejack sure is working her flank off to get more food here."

"That's good. Hey, Phantom, you want some..." Rainbow turned to where she thought the midnight blue stallion was, only to discover that he was nowhere around. In fact, she couldn't even remember him coming into the shop. Did he come into the shop? "...thing?"

"Who's Phantom?" Soarin' asked. "Somepony I should know?"

"No, no. He's just my bo... iographer. My biographer." As much as she felt like telling Soarin' the truth, she couldn't. She understood the loyalty behind duty, and the importance of it. It wasn't her place to get in the way of Phantom’s job, even if it involved her life, and every other pony's around them.

"I see. Well... do you want to have lunch together sometime?"

"Wha...? Lunch? Together? You and me? Ohymygosh ohmygosh ohmygosh ohmygosh!" Rainbow started bouncing up and down uncontrollably.

"Hehe, yeah? Tomorrow sound good?"

"YES!!" Rainbow's eyes were as bright as diamonds. Quickly realizing how excited she was, she regained her composure. "I mean, yeah, that would be very nice."

"Okay then, hehe, I'll find you tomorrow. Right now I have to go find Shining Armor; somepony told me that he wanted to talk."

"Yeah, I would have told you but you disappeared."

"Sorry about that. And thanks for the pie." Soarin' walked over to the counter, and picked up the pie. "See ya tomorrow!" he barely mumbled through his teeth as he left. When the door opened, and he stepped through, Rainbow could see Phantom slide his way past Soarin' and inside.

"Miss Dash," he spoke softly.

"Please, Phantom, stop calling me 'Miss Dash,' it sounds too... coy? I don't know, just please, stop. Call me Rainbow, or Dash, or Rainbow Dash."

"Miss... Rainbow Dash, there's a problem."

"Problem? What kind of problem?"

"Something's happened. You must follow me. Now."

Falling Embers

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Phantom sprinted out of Sugar Cube corner, with Rainbow Dash hot on his tail. He turned towards the other side of town. Towards a towering plume of smoke. Towards Sweet Apple Acres...

"What. Happened." Rainbow demanded, catching up to the midnight blue Pegasus.

"Wait a second." Was his reply. Rainbow became frustrated, then confused as a Phoenix, of all creatures, dropped down next to Phantom and seemed to whisper into his ear. "Lead the way, Philomena."

The flaming Phoenix led the Pegasi through town, weaving in and out of ponies who were traveling the now busy streets. Most of which they avoided hitting, but a few they bumped, receiving a 'look out' and 'watch it' here and there, being called rude when they thought they couldn't hear. They ran past Rarity's shop, who was so busy inside working on dresses for countless customers that she didn't even bother them a glance.

"Phantom, what's going on? Why are we running? What happened?" The trio turned right, heading out of town towards Sweet Apple Acres, and the ever rising smoke plume.

"There was a fire, we're still trying to figure out what's happened but... we fear the worst."

"Fear the worst? What's that supposed to mean? What. Happened!?"

On the dirt road that led towards the farm house, the beat of their hoof steps kicked up a decent dust cloud. Nopony would have been able to follow them or run the risk of choking on the air. The Pegasi could smell the smoke from there. It was the distinctive smell of wood burning. Rows upon rows of healthy, green apple trees blocked their view, but Rainbow Dash could tell that it wasn't the farm house burning. They entered the main gates. The first thing Rainbow Dash saw were ponies wearing bright, black and yellow stripped jackets, respirators, and fire helmets; they were carrying pales of water back and forth from a nearby well to a location that Rainbow could not yet see. Her pace quickened, as did Phantom's. The trio reached the clearing just in front of the farm house. Rainbow's eyes were immediately drawn to the fire engulfed barn. Smoke and flames rolled out of every crack and opening, charring the area of ground around them. Several guards were in the area, including Shinning Armor, who was comforting a crying Twilight Sparkle. Rainbow Dash and Phantom ran over to them. Twilight stopped hugging her brother, and looked up at Rainbow with puffy, water-y eyes.

"Oh, Rainbow!" She balled, embracing her cyan friend, careful to avoid her bandages. "It's just awful!"

"Twilight, what happened?" Rainbow tried to sound as comforting as possible.

The Alicorn sniffed, trying to clear herself before speaking again. She pointed towards towards Applebloom who was sitting on her haunches, wrapped up in a blanket, talking to two Unicorn stallions wearing dark blue jackets with 'CSI' printed in gold on the side. The Unicorns were using their magic to take notes of what the young filly described. She seemed on the verge of having a complete breakdown.

"Rainbow... it's... it's... Applejack..."

"What do you mean? Where is she?" Rainbow escaped the embrace, and threw her front hooves on Twilight's shoulders, and started to shake her, demanding answers.

"That's just it. Nopony knows where she's at. She was in the barn moving stacks of hay, and Applebloom came to help her; but when she went into the barn, flames were everywhere. They can't find Applejack. Everypony think's she's still inside!"

"What...?" Rainbow went limp, her mouth opened in shock. She couldn't break her gaze from the barn. Until the news sank in. "Apple... Applejack...?"

Phantom eased up to the stunned Pegasus. Careful not to startle her, he wrapped a wing around her.

"Rainbow..." He said in a mournful tone.

"No... no... no no no no no NO!" Rainbow broke free of Phantom's grip, ran past Twilight and Shinning Armor, and straight for the burning barn. "APPLEJACK!"

"Rainbow! Rainbow stop!" Phantom flew after the distraught Pegasus. If not for her emotional state, Rainbow Dash may have noticed the intense heat, even from the distance she was at, and smartly stopped where she was. But she didn't. She kept going, straight for the flaming entrance.

Several firefighter ponies witnessed this, and also galloped after the Pegasus. Phantom reached her moments before they did. He landed in front of Rainbow, and stopped her with a tight hug. As much as she struggled to get past him, he stood his ground, the heat from the fire on his back threatened to burn his feathers to a crisp.

"There's nothing you can do, Rainbow! She's gone." He yelled, trying to knock some sense into the stubborn mare.

"She can't be gone! She's my best friend! She's alive! I know it!"

"Sir, ma'am." One of the firefighters told the pair. "You need to step back, the barn is going to collapse."

On cue, the barn fell in on itself. First the roof caved in, then the walls that once held it up. A fresh mushroom cloud of smoke rose up, laced with tens of thousands of glowing embers. What didn't rise into the air, as blown out the sides, hurdling themselves towards everypony around. Phantom pushed Rainbow Dash to the ground, and laid on top of her to protect her from the flying debris. Seconds that seemed like hours passed before the major pieces ceased to fall. Phantom looked around to make sure it was clear. Realizing it was finally safe again, he got off of the cyan Pegasus. Below, Rainbow Dash didn't move. She was paralyzed with sadness; waterfalls of tears flowed from her eyes. Around the two Pegasi, glowing embers fell from the expanding mushroom cloud like snow. Phantom looked towards what was left of the barn: a large, burning pile of wood. Slowly, the firefighters were putting it out. Rainbow Dash re-positioned herself for a better view, though she remained sitting on all fours. The glow from the fire reflected in her blurry, magenta eyes.

"Rainbow..." Phantom tried to comfort the Pegasus, knowing well that he couldn't.

"She's... she's..." Rainbow couldn't finish her sentence before breaking down in another crying fit. Phantom sighed sorrowfully, and tried to slowly walk way, leaving the mare alone with her thoughts, but a hoof on his foreleg stopped him. "Please... don't go..."

Phantom sighed again. "Rainbow... it would be better to have a friend next to you, not somepony like me who you don't know very well..."

She sniffed. "M-my friends will... j-just c-cry too. I... n-need somepony that's... s-strong. Please... stay."

Phantom debated his options. It was his mission to protect her, and he guessed that mean physically, and emotionally. "Okay." He laid on all fours next to the weeping mare, their sides barely touching.

From afar, Twilight Sparkle watched the two Pegasi stare into the dying flames, embers falling like snow around them. If it were not for the dire situation, it would have been very romantic. Twilight felt another tear escape her eyes. Applejack... The name echoed through her head. From the fields of her blurry vision, she could see a long, bright, flowing multi-colored mane that seemed to sparkle and glow. Looking for it's owner, she barely saw the tall, white mare.

"P-Princess?" She asked, not yet sure who the mare was.

"Oh Twilight, I'm so, so very sorry." Princess Celestia spoke in a tone that softer than normal.

"W-why are y-you h-here? Sh-shouldn't you be in C-Canterlot?"

"Yes, but I came down to see how the preparations were going, then Philomena said she could smell a fire and went for help. I was busy with other things. I... I didn't realize how bad it was. Have they found her yet?"

Twilight tried to speak, but couldn't. She instead fell to the ground, covered her head with her hooves, trying to block out the reality of the situation, and cried again. Princess Celestia used one of her massive, yet elegant wings to wipe the tears away. Twilight looked up at her teacher and smiled, thankful for the support.

"We'll know more, Twilight, in time. Right now, there's nothing we can do." The Princess directed her attention to Shinning Armor. "Captain?"

The Captain of the Royal Guard trotted up to the sun goddess. "Yes, Princess Celestia?"

"Once the fire is put out I want a full investigation."

"Already on it, Princess. Some of my investigators are already interviewing the little sister. Applejack's big brother and grandmother are in Manehatten visiting family."

"Good. I ask a favor of you."

"Anything."

"I need you to inform the rest of the Elements what has happened." Shinning Armor froze where he stood. The was the one task he was hoping he wouldn't have to do.

"No." Twilight spoke before Shining Armor could formulate a reply. "I'll do it. That way it comes from a friend. From somepony that can comfort them." Shinning Armor nodded, stepping away to resume his previous conversation with his lead investigators, who had just finished interviewing Applebloom. Twilight tried to leave, but Princess Celestia stopped her.

"Twilight, wait," she commanded.

"Yes, Celestia?"

"What about Rainbow Dash?" The white mare nodded towards the two Pegasi who were still laying down, watching the ever dying flames.

"It looks like Phantom is comforting her well. She'll tell you that she's fine later on, but right now, I can tell that she's broken. We all are."

"Phantom? I hope he's not too distraught, especially after his last mission."

"Why would he be upset? Yeah, Applejack might be dead, but he doesn't know her. There's no reason for him to be distraught."

"Something terrible happened on his last assignment. That's why I had Shinning Armor put him behind a desk for awhile; to let the wounds heal."

"What was it?"

Princess Celestia sighed. "I will tell you on the way to your library, we can have your friends meet you there, and tell them all at once."

As the two Alicorns slowly left, Phantom was left alone with his thoughts; Rainbow Dash had cried herself to sleep and was now leaning up against his side. He draped his left wing over her, using it has a sort-of blanket. Phantom couldn't help but notice how peaceful the mare looked as she slept, how pretty she really was. No! He screamed in thought, physically shaking his head trying to rid them from his mind. No no no no no! Not again. I'm not supposed to have emotional connections to the mission. Not again. Try as he might, he couldn't escape. Especially with the fire as a reminder, even though it was nearly extinguished. Sleep was also affecting him. Slowly, it was winning out over his conscious mind. Soon, he found himself drifting to sleep, unaware of the unwanted memories he would dream.

"Phantom!" Called a blue unicorn stallion with a red and silver mane and tail. His cutie mark was that of an inspector's magnifying glass. "You ready?"

"Yeah, Sky." Phantom took a deep breath, looking up at a large, dimly lit manor. It was at least four stories tall and the length of your average arena. "let's go."

The two stallions headed towards the main entrance, Phantom chose to fly instead of run. Over a year of investigative work has led to this. Deep cover infiltrations and sting operations have led the pair of spies to this moment. A noble pony mare who was next in line to the family fortune was ponynapped the previous year. Sky and Phantom had been working nonstop on the case since Shinning Armor threw it on their desk. Finally they knew where the mare was being held. Finally they had a warrant to get into the manor, and bring her out. Finally, the adventure would be over. And all thanks to an anonymous tip.

One of the biggest lessons that Sky was trying to teach Phantom, was to not get emotionally involved in an OP. But that was difficult, as much as they've invested into this particular case, even Sky was becoming emotionally attached, as much as he wouldn't admit it. In truth, all of Equestria was emotionally involved. This case had been front page news of every new paper in Equestria since the story broke. Now, the end began.

Sky used his magic to break down the door in a shower of splinters. Immediately they ran into opposition in the form of two guards who were on patrol, both were black with white armor that blended well with the white walls and ceiling. Sky fired at one of them with a magical spell that instantly put him to sleep, while Phantom physically tackled the other, holding him down on the brown, wooden floor.

"Where is the girl?" Phantom demanded in a low, threatening voice.

"I... I don't know. I'm just a guard!"

"How can you expect to guard something if you don't know where what you're guarding is?" Sky interrogated, hoping his words would confused the guard. They did.

"Uhh..."

"Last chance..." Phantom used a forehoof and started to put pressure on the guards neck.

"Attic. Follow the stairs up to the top... follow the hallway and turn right on the last door... Please, let... go..."

"See, that wasn't so hard?" Phantom picked the guard up, and threw him out of the window that was next to the door, shattering it into a thousand pieces.

"Let's go," Sky commanded. He charged up the stairs, with Phantom flying overhead. The pair zipped by servants, who all ran away in terror from the intruders, alerting the rest of the guards to what was happening.

On the third floor, the guards that were chasing after the spies finally caught up. In order to put some space between the two parties, Sky used his magic to collapse the inner walls in on the stairs. Unfortunately, he didn't quite think his plan through. Once the walls caved in, bring the bottom portion of the stairs with them, it drug along the rest of the stairs. Sky began to fall towards the forming ruble, but Phantom wrapped his forelegs around his friend, lifting him back up into the air towards the attic floor. Once arriving, Phantom carefully set him down.

"Thank you." Sky said.

"Anytime. Just think your plans through next time, will ya?"

"Sure thing. Let's finish this."

"Agreed."

Sky and Phantom galloped down the hallway, remembering the guard's directions. They could easily tell they were correct. The last door on the right had at least five deadbolt locks, and two boards that stretched horizontally across the frame, further halting any potential movement by the door. The pair of spies would quickly change that though.

"After you," Sky offered Phantom with the wave of a hoof.

"No no no, after you. Doors are your business, ponies are mine. Let's refrain from reaching beyond our expertise, shall we?" The joke managed to make both of the spies laugh. Sky nodded, then fired a magical aura at the door. Within seconds, it was disintegrated into a pile of ashes. Unlike the rest of the manor, this room was dark. Sky had to use a spell that projected light from his horn in order to see. On the far wall was a window that gave a great view of the cool, moonless night sky. The walls in this room were for some reason more elegantly decorated than the others. Even the floor was different. Instead of wood, it was a floor of white marble.

Cautiously, they entered. There was a certain stillness to the room's cold air. Neither one of the spies could figure out what it meant. Then the fur on the back of their necks stood on end. Behind them, a concrete slab fell where the door once stood, blocking the exit.

"What the...?" Sky fired a bolt of magic at the concrete, but nothing happened.

Phantom tried flying through the window, but hit some sort of an invisible barrier. The Pegasus bounced off, landing back on the marble floor.

"That... hurt..." Phantom managed to mumble, rising to his hooves.

"Here, let me try." Sky turned towards the window, and fired another bolt of magic at it. Instead of passing through, or be absorbed like with the concrete, it bounced back at him. Phantom reacted quickly enough to push Sky out of the way, with the price of being hit in the wing.

"Ah!" He screamed in pain.

"Celestia! Phantom, I am so sorry."

"N-not... your fault... S-Sky." Phantom grinned, and got back up. A good portion of his left wing was chard, and clearly broken. When the two ponies saw the damaged wing, they both felt like throwing up.

"Ya sure? Like, really sure?"

"Yes. Now, how are we going to get out of this room?"

"I-"

"You won't." A new voice interrupted the two. Phantom and Sky desperately looked around to try to pinpoint the source. It wasn't until an entire section of wall rotated in front of them did they learn the source. With it, emerged two hooded ponies standing behind a made who was hog tied on the hard ground. "Not alive, at least." Spoke the one on the left, from under the hood, several whisps of white hair was visible. "You, and the girl, will die in this room."

"Prove it." Sky mistakenly mocked.

"Gladly." The mysterious stallion pushed the made towards Phantom, who gently caught her as the two hooded stallions disappeared behind the rotating wall.

"Well, that was interesting. What'd you think he means?"

"Dunno." Phantom replied, removing the gag over the white, unicorn mare's mouth. "Are you okay, ma'am?"

"Yes..." she said softly. "We need to go. Now."

"Why? The haven't done anything yet." Sky laughed. His cockiness was cut short by a large crack that zipped through the marble floor. From the main crack, thousands of other fractions spread out towards the other walls.

"That's why..." Slowly, large pieces of white marble fell to the story below. Phantom could tell they were over an arena of sorts.

"What's the plan here, Sky?" He asked with haste.

"I... I don't-" Before Sky could finish, the floor collapsed into the lower story, bringing the ponies with it. It wasn't until the dust and ruble settled that they could see where they were. The room was brightly lit, and structured like the rest of the manor. The trio found themselves completely surrounded by armor clad guards, all armed with swords. At one end of the circle, were the same two hooded stallions from earlier.

"Hmm. Usually the works..." The other stallion said, sounding of disappointment.

"When do your plans ever work?" Insulted the one with the white mane. "Guards, who ever kills one of them gets a years paid vacation. Have fun." A smile grew on the faces of the guards as the two cloaked stallions disappeared behind them. Slowly, the guards menacingly closed in on the trio, who were now back to back with each other, staring the guards down.

"Got a plan, Sky?"

"You won't like it. Hold onto the mare." Phantom did as told, wrapping a leg and his good wing around the made for protection.

"What're you doing...?" Sky's horn was lighting up, his eyes closed tightly in concentration. "Sky..." The horn grew brighter. "Sky!" Phantom's scream may have started in the ruble and guard filled room, but it ended outside in the cool night air, at the front gates to the manor. He released his grip on the mare, and stared at the broken down front door. "Sky!" Phantom sprinted towards it. Suddenly, an explosion ripped through a portion if the manor, just above the entrance. Fire and smoke filled the once still night. Phantom could only stare in horror as the explosion spread, starting more fires and bringing the once great major to it's knees.

Phantom awoke, covered in sweat, breathing rapidly; his heart pounding. Rainbow Dash merely shuffled at his side by his sudden move. He remained in place as to not disturb her further. His gaze drifted towards the chard remains of the once bright red barn. Small whisps of smoke continued to rise in the night from warm, glowing embers in the ash.

Being There

View Online

Phantom awoke first, again. Rainbow Dash was still asleep at his side, but it looked as if she had stirred during the night. Cold, thick morning dew covered the two Pegasi. Yawning away his drowsiness, Phantom slowly stood back on all four hooves. He examined his surroundings. Dense fog cut the two ponies off from the rest of Equestria, except for the still-smoking remains of the once iconic barn. Something caught his eye, though, something that was contrasted against the black ash and orange embers. His Royal Intelligence training took over, and he moved in to investigate. Just as he reached the remnants of the barn, he looked back to make sure Rainbow Dash was still sound asleep. She was.

Phantom continued forward towards the object. Each step was accompanied by a hiss as the dew steamed on the warm ash, and a curl of vapor rose from around his hooves. He could see the occasional glint of silver from metal nails and was careful to avoid stepping on them. The heat rising from the ashes greatly differed from the cold air on his back. In the center of the rubble, under a charred four-by-four, was the mysterious object. A light brown stetson, singed at the edges, worn and tattered. Phantom moved the disintegrating block of wood, then picked up the iconic hat with the tip of his left wing. From behind, he could hear the hissing of more ash being cooled by the dew. His ears twitched to face the sound. Somepony was approaching. Remaining calm, not expecting any trouble, Phantom looked. He saw a still teary-eyed, cyan mare, examining what was left of her best friend’s barn absently.

"Miss Dash..." Phantom tried to say something, but still couldn't. Rainbow Dash seemed to freeze in place upon seeing Applejack's old stetson hat. Drops of water rolled off of her face. Phantom had trouble telling whether it was dew or tears.

"I thought I asked you not to call me that..." Rainbow moved forward. She used her one good wing to grab hold of the hat. Her mouth opened and closed, as if trying to speak, but there was no sound. She examined it closely, remembering the pony that once wore it. Rainbow then did something Phantom didn't expect; she put it on." I miss her, Phantom..." Tears formed at the base of her eyes, her lips began to tremble. She moved closer to the stallion and rested her head on the side of his neck. Phantom could feel her tears dripping down.

"Dash, you should probably go see your friends."

She looked up into his eyes. "Wh-where are they?"

"I overheard Princess Celestia and Princess Sparkle talking last night. Sounded like they were going to the library. I suggest we start there."

"Okay." She sighed. Phantom noticed, but chose not to push her. He knew just how fragile her emotional state was right now.

"Come on, I'll walk you there." Rainbow Dash nodded in agreement. She was the first to turn away. Phantom hesitated, seeing something shining where the stetson had lain.

He inspected the item closely. It appeared to have once been a bronze oil lamp. Now, it was a charred piece of twisted metal. Phantom wasn't an official CSI pony, but he had taken their field courses as part of his spy training, and he could tell that this lamp was the point of ignition. Melted glass around it indicated that it had fallen, causing the fire with its leaking oil. On the bottom, he barely see what was left of an owners stamp: the initials 'C.M.M.' over a cloud, chisel, and hammer. Where have I seen this before? he thought.

"Phantom," Rainbow Dash called, her voice still strained from the constant crying. "You coming?"

"Yeah, sorry." Phantom let the lantern lie, leaving it for the CSI to investigate. "Let's go."

The two ponies departed the eerie scene into the morning fog, towards the Golden Oak Library.

"Ohhh, this is just horrendous!" Rarity cried aloud in the main room of Twilight's library. Princess Celestia and Twilight had spent the night gathering the remaining friends and getting ready to tell them. Since Fluttershy had some last-minute TLC to give to her animals, Twilight had to wait until morning to tell her friends. Finally, that fateful moment had arrived. Rarity thus far had had the most... outward... reaction. "Our poor Applejack!" She attempted to yell more, but succumbed to her tears.

Fluttershy was softly crying into the side of Pinkie Pie, who hadn't moved since Twilight had told them. In fact, the only noticeable physical change in Pinkie was that her hair had deflated, and her eyes grew wide. Spike was trying to comfort Rarity as best he could. Owlowicious sat on his perch next to the window, staring out into the fog, trying to escape the somber mood. He hooted a few times, trying to indicate to Twilight that somepony was approaching, but she was too busy lost in her own thoughts. Princess Celestia was at her side, writing with a quill on some parchment. Even after what had happened, she was still the ruler of Equestria, and when the fog cleared, the pony who would officially start the fair. Nopony outside of this room could be allowed to see how she felt.

A quiet knock at the door prologued its slow opening.

In came Phantom, closely followed by Rainbow Dash, who was still wearing Applejack’s tattered brown stetson. The ponies paused their crying to see who entered, but began once again upon seeing their friends iconic hat. Princess Celestia looked up from her parchment and sighed quietly to herself. She stood up and headed for the door.

“I’m sorry, girls, but I must leave. Today is the first day of the fair, and I still have duties to fulfil for the rest of Equestria. I do hope you understand.” The mares nodded in understanding, accepting that she couldn’t stop the sun from rising and setting everyday, even for them. “Thank you. Phantom, could you come with me, please?”

Phantom opened his mouth to protest, but seeing the Princess’ face halted that plan. He shot a glance to Rainbow Dash to make sure she was okay; she circled in area of floor a few times before lying on a pillow, staring down at the wooden floor. He replied, “Yes, your highness.”

The two ponies exited the tree library, emerging into the dispersing morning fog. Ponies were finally leaving from their homes, shops, and hotels to begin their day. Most of the ponies around were here specifically for the fair. Dew was still dripping off of Phantom’s body. He had yet to notice, nor did he care to. He did, however, notice Princess Celestia start to head towards the town hall. He guessed that that was where the fair was going to officially open, similarly to the 1000th Summer Sun Celebration.

“Your highness, I really should be protecting Miss Dash, per my mission orders...”

“I know, and you have been doing an excellent job. That’s why I’m worried. How personally are you taking this?”
Phantom raised an eyebrow. “I don’t follow, your highness.”

“Getting close to your assignment, watching ponies around you suffer. Shining Armor and I know what you’ve been through, and we’re worried. Especially after that terrible fire.”

“Are you referring to-”

“Sky? Yes. I saw the way you watch the fire last night. You stayed with Rainbow Dash all night. You could have protested, but did very little. You could have left at any point during, but didn’t. You stayed with her, all night. Why is that?” Phantom opened his mouth to answer, but was unable to find the proper words. Princess Celestia continued while he struggled with his thoughts. “I’ll tell you why. You know how she feels, Phantom. You lost your best friend, she just lost her best friend...”

“I didn’t lose anypony. Sky didn’t die that night. He’s just... missing. No remains were ever found.”

“Just like with this fire.”

“Which is why I don’t believe their friend is dead. Neither does Rainbow Dash. So, yes, you were right. I know exactly how she feels. Difference is, nopony was around to help me... I won’t let that happen to Miss Dash; she’s too good of a pony to let that happen.”

“A good answer. Do you have feelings for Rainbow Dash?”

“...What do you mean?”

“My student, Twilight Sparkle, has expressed a worry that Rainbow Dash might have developed a... crush... on you. I wasn’t sure if that feeling was mutual.”

Phantom seemed to recoil back a few steps, surprising the the solar princess. His dark fur masked his blushing, but not to the princess. “I... uhh... ahem... No, it’s not.” The white mare stared at him with a mother’s eye. “Okay, okay. Only slightly though. Nothing that’ll get in the way of this assignment.”

“For my best spy, you are one of the worst liars. It’s fine if you like her. Those are feelings that can’t be stopped.”
The two ponies arrived outside of the town hall. The town was in full swing. Princess Celestia led Phantom up the stairs to the door. They swung open, revealing a light brown earth mare. “Hello, your highness,” she spoke with a clear, elegant voice. “Ready to begin?”

The Princess Nodded. “Yes, Mayor Mare.”

The Mayor of Ponyville led the two into the courthouse, up the grand staircase to the second story. They followed a circular walkway around the main room towards the front of the courthouse. Mayor Mare opened another door, this one leading to the second story balcony. Before the trio was nearly everypony in Ponyville, along with the countless others who had come for the fair.

“You’re doing a great job, Phantom.” Princess Celestia whispered into his ear. “Keep it up."

"But... but I couldn't protect one if Princess Sparkle's friends... I... I let my feelings get in the way and I fixated on Miss Dash... I... failed..."

“Nopony asked you to protect all of Twilight’s friends. I only had Shining Armor pair you with Rainbow Dash because I thought she was in the most danger. It appears I was wrong...” The princess seamed to lower her head in shame.

“You still may be right, your highness.”

She nodded and smiled, silently thanking him before stepping the rest of the way onto the balcony, revealing herself to the ponies below. They applauded loudly at the sight of their leader. Phantom stood to her right, just behind her, and slightly out of view of the crowd.

“Fillies and gentlecolts,” she began. “We are here to celebrate my student, Twilight Sparkle, becoming an Alicorn, and a princess. She is as of this moment preoccupied with more pressing matters, but I assure you she will be at the fair, and more than willing to meet you. We have many events scheduled for you over the course of the fair. Today, we will have an Iron Pony competition. Tomorrow, there will be a show of magic for any Unicorn who thinks they have the greatest magical ability. On the next day, there will...”

Phantom stopped paying attention to what the princess was saying. Something at the back of the crowd caught his eye, and his training was taking over. From the distance he was at, he could recognize an ice blue pegasus stallion with a dark blue mane, wearing a blue suit. The stallion was paired with a cyan pegasus mare, who had a rainbow mane... Rainbow...? Looking around the balcony, he saw that there were two more guards, both stationed by the door behind him. More guards patrolled in and around the crowd, with several watching from above on nearby rooftops around the square. Shining Armor himself was looking around on the far side of the crowd, almost exactly where Phantom had seen Soarin’ and Rainbow Dash.

At a fast trot, Phantom left through the rear balcony door. “Nopony gets past you,” he instructed the two guards.

“Yes, Staff Sergeant,” the eldest of the two guards replied, giving Phantom a respectful salute.

Phantom merely nodded before heading out. He didn’t even bother taking the stairs back down. Instead, he hopped over the railing, glided down to the first floor and out a side window. Outside, he flew straight up, into the clouds. Once above them, he flew horizontally, using the clouds for cover from the crowd. Below, Soarin’ and Rainbow Dash were still walking towards the center of town. Their destination appeared to be a giant frosted gingerbread house with a pink cupcake on top, the same one she and Soarin’ went into earlier. Phantom swooped onto the roof of a nearby building, putting himself in a good position to ear the two Pegasi’s conversation.

“That’s terrible,” Soarin’ told Rainbow. “I... I can’t imagine how you feel.”

“Believe me, you don’t want to know. I just can’t accept that she’d dead yet.”

“But you saw the fire... Nopony could have survived.”

A red flag shot up in Phantom’s mind. Did Rainbow describe the fire to him? I don’t remember seeing him there... and the news hasn’t gotten out yet...

“No remains have been found, either.” The two ponies were leaving Phantom’s hearing range, so he flew a few roofs over to get a better position. “...exactly what I think. Somepony is involved. Applejack knew the fire hazard and did everything she could to prevent one from starting.”

“Everypony makes mistakes, Dash. You should know that.” Soarin’ added a laugh, trying to reference Rainbow’s crashes whenever she tried a new aerial stunt. Rainbow didn’t seem to understand what he had meant. “Breakfast isn’t off, is it?”

“No. You’re buying this time.”

The two ponies stopped outside of an older house, just a few blocks away from Sugar Cube Corner.

“Look,” Soarin’ began, “I gotta take care of something for Spitfire real fast, think you could go ahead? Maybe claim a table before some other pony does? It looks like Princess Celestia’s speech is almost over, and with it being breakfast time, those food vendors are going to be really busy.”

“Okay. I’ll see ya in a few minutes.”

Both Phantom and Soarin’ watched Rainbow Dash trot over to Sugar Cube Corner, lost in their individual thoughts. Once the cyan mare was out of sight, Phantom watched as Soarin’ looked around, double checking that he was alone. The Wonderbolt even looked up, but failed to notice Phantom. Phantom expected him to go back in the other direction, towards the fairgrounds, to where the Wonderbolts were staying. Instead, he turned to his left and swiftly entered the abandoned building, trying his best to make sure nopony saw him. In that, he failed. Once the door shut, Phantom swooped down in front of it. Slowly, he pushed his way inside, the door creaking as it opened.

The house was old and musky. Spiderwebs dominated corners and shelves. The wooden floors and stairs were rotting away. Hazy windows provided the only light source. Phantom sniffed the warm air, something was burning. He looked around but didn’t see any smoke; the haze in the room was too thick. His ears twitched struggling to hear any sounds other than those coming from outside. Then he heard it. The creaking of rusty hinges moving, echoing through a hallway.

Phantom looked ahead. Just behind the stairs, there was a hallway. He swiftly flew to the corner of it, making no sound whatsoever. He couldn’t help but smile whenever he realized just how quiet he really was. And he loved it.

He peered around the corner, just in time to see a dark blue tail flick through an open doorway. What’re you up to? Phantom stealthed into the hallway, stopping when he reached the near corner to the open door. He heard stone grinding against stone coming from inside. When it stopped, he took a quick peek. It was a small, all stone room. When Phantom went and stood in the center of it, there was barely enough room for him to turn around. Where did you go...

Phantom figured there must have been a hidden door somewhere, so he used a trick he had taught himself a long time ago. He expanded his wings, to the point they were just millimeters away from the wall, and used their sensitivity to feel for air movement. Slowly, he turned in place. The burning scent was stronger now, so he was sure he was close. But no wind ruffled his feathers. Sighing in defeat, he brought them back to their original position. Just before they closed in, he felt something. A few of his smaller feathers moved slightly, and not from him moving his wings. The brush of air came from under him.

He looked down. There was a slight, barely noticeable line that formed a circle around the stone floor. Backing up, Phantom’s left hoof landed on a block of stone that moved under it. Slowly, the outline of stone in front of him moved up and to the side, making the same grinding sound he had heard earlier. The smell of oil burning hit him harder than before, forcing him to cover his nose until it spread out. Once the smell dissipated, and the section of floor ceased to move, Phantom could see that it revealed a dimly lit tunnel dug into the rock. Cautiously, he proceeded. He could hear the sounds of hoofsteps ahead of him. Lanterns hanging low from the rock ceiling provided the only light. Phantom had to duck under one to avoid hitting his head. When he did, something on the bottom caught his eye. The initials ‘C.M.M.’ stood out in the bronze.

Just as he was about to take the lantern with him, he heard somepony. “Hello? Anypony there? Ah hear hoofsteps. Hello?” A mare voice cried out with a southern accent.

This captured all of Phantom’s attention. Not hearing anymore hoofsteps, he felt it was safe enough to run through the corridor. Silently, he proceeded with his plan. The tunnel weaved, dipped and rose; as if whoever dug it wasn’t sure of where they were going. Phantom barely noticed when he passed a black iron-barred prisoner cell. His only indication was the pony who yelled at him.

“Aye, let me outta here! You have no right ta keep me here.”

Phantom slid to a stop. Quickly, he backtracked to the cell. The mare inside was an orange earth pony with a blonde mane and several freckles under her eyes. Her cutie mark was a trio of red apples. But other than her emerald eyes, the rest of her face was covered with so much dirt that Phantom was unable to recognize her right away.

“Who are you, ma’am?” Phantom asked quizzically.

“Oh, ya should know. Ya ponynapped me after all!” She swung her hooves in between the bars, trying to land a hit on Phantom.

“What? No. I didn’t ponynap you. I’m from the Royal Guard. Do you know ponynapped you?”

“Royal Guard? Ya don’t look like a guard...”

“I’m Phantom Knight, from the Intelligence division. Do you remember who ponynapped you?”

“Name’s Applejack.” Phantom rolled his eyes. Yes, she answered his first question, but not when he had asked it. Every moment she spent rambling on and not answering his questions on time was another moment he could get caught.

“Who. Ponynapped. You?”

Her expression fell, along with her ears. Her body in general shrank down. A shadow was cast upon the two ponies. “B-behind... y-you...”

Phantom sighed in frustration. “Let’s get this over with...” he spoke loudly. Turning around, he was greeted by a 2x4 being swung, smacking him in the face. The dark tunnel went even darker.

Following

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Moments after Princess Celestia and Phantom left

Rainbow Dash laid her head down to sleep and closed her eyes. She felt Applejack’s stetson hat move, which brought her out of her drowsiness. The hat was contained in a pink aura. Rainbow knew who the owner was, and looked over at Twilight, whose horn was also glowing. Twilight levitated the hat off of her cyan friend’s head and placed it on a hanger next to the door.

“She’ll come back, Rainbow,” she spoke optimistically.

“I know that!” Rainbow Dash replied, infuriated that her friend would even think that she had given up.

“Rainbow,” Rarity began. “You must calm down. We all hope that Applejack isn’t gone. but you must face the facts. Applebloom knew Applejack was in the barn when the fire started. If Applejack had escaped, don’t you think she would have appeared by now?”

“No remains have been found, though! Explain that, Miss Prissy Pants!” Rainbow was standing on all fours, her brows furled and her one good wing erect. She was ready to charge.

“Umm... girls?” Fluttershy tried to intervene, but her soft voice was easily drowned out by the yelling.

“Oh! Why I never! I was simply stating the facts that it was an extremely hot fire with a lot of fuel. Nopony could have survived, as much as we would like to believe otherwise.”

“Why are you trying so hard to make me believe she’s gone?” Rainbow was on the verge of tears.

“I was simply saying you shouldn’t get your hopes up. It will only lead to further disappointment.”

“Take. That. Back...” Rainbow was slowly encroaching upon Rarity, who seemed to be startled and looked around for an escape route, but found none.

“GIRLS!” Fluttershy’s scream nearly cracked the wooden walls. “Please, don’t fight.” There was already a tear dripping from her eye.

The tension in the room instantly deflated. Both Rainbow and Rarity eased up and stared down at the wooden floor shamefully. The two spoke softly in unison “I’m sorry.”
A quiet rapping at the door caught everypony’s attention. Twilight teleported to the door, hastily opening it.

“Applejack!” She yelled excitedly. Every other pony in the room sprang to their feet, hoping for the best. But their emotions fell as they saw Twilight’s fall. It was obvious by her emotion that whoever was at the door was not Applejack. “Oh, Soarin’, w-what a surprise.” Rainbow’s ears perked back up; a slight smile grew across her muzzle.

“Hello, Princess Sparkle,” Soarin’ responded. “Is Rainbow Dash here?”

“Umm...” Twilight glanced over at the prismatic pegasus. “Yeah, what do you need?”

“Well, I wanted to see if she was okay. I heard about last night. It’s just terrible.”

“Alrighty, let me go... uh, find, her. Be right back!” She hurriedly slammed the door in his face and ran over to the stunned pegasus. “You sure you want to go with him? He knows about last night.”

“Everypony in town will know soon. ‘Sides, Applejack wouldn’t want us to be moping around worrying about her.” Rainbow trotted past Twilight and opened the door. In front of her stood Soarin’, wearing his formal blue Wonderbolts tuxedo, decorated in ribbons and medals, and a black tie. “Hey, Soarin’.”

“Hey, Rainbow Dash...” Soarin’ was nervously rubbing the back of his head, searching for the right words to say. "I'm... I-I'm sorry about last night."

"Don't be. We can always rebuild some stinkin' barn. Can't be that hard."

"Actually, I was talking about your friend, Applejack." Had he been paying paying attention, he would have seen the other ponies behind Rainbow Dash flailing their forelegs around trying to get him to stop before it was too late. "If you need somepony to talk to, I'm here for—"

"Stop. She's not gone. She's only missing. She'll turn up at sometime."

"Rainbow..." Soarin' tried to look reassuring, but the stubborn look Rainbow was giving back cancelled that attempt. Quickly, he tried to recover. "So, uh, you still up for some lunch?"

The cyan pegasus thought for a moment before shrugging. "Sure. I need to focus on other things, anyway." She nearly pushed him out of the way heading outside. Simultaneously, she used her tail to pull the door shut. Soarin’ hesitated to react from her rashness. Eventually, though, he shook his head and chased after the mare, quickly catching up to her. The two pegasi trotted away from the library, side by side.

From their current position, they could see a crowd forming around the town hall. Ponies from all over Equestria were visible, but more easily spotted were the ones that were not from the region. In fact, not all of them were ponies in the first place. There were horses from Saddle Arabia, a few griffons, and a good amount of crystal ponies; some of whom were the first to set hoof in Equestria since the Empire’s reemergence. Pairs of guards patrolled in and out of the crowd.. Mayor Mare was perched up on the balcony of the town hall, overlooking the gathering crowd. The respectable pony was in the middle of a speech, introducing all of the ponies and non-ponies to the fair.

Some of her words were audible from their distance. The phrase, “Now please, help me in welcoming the raiser of the Sun, Princess Celestia!” stood out amongst her other words. Applause roared up from the cloud. Rainbow Dash could see the the great white mare step out onto the balcony, passing Mayor Mare. For a brief moment though, she thought she saw a dark blue creature to her side, but it blended into the shadows too well to see what exactly it was. She shrugged it off, reasoning it was a part of her imagination.

“Fillies and gentlecolts,” she began. “We are here to celebrate my student, Twilight Sparkle, becoming an Alicorn, and a princess. She is, as of this moment, preoccupied with more pressing matters, but I assure you she will be at the fair, and more than willing to meet you. We have many events scheduled for you over the course of the fair. Today, we will have an Iron Pony competition."

Rainbow tuned the Princess out. As long as her wing was healed before the Wonderbolts' show, she would be fine.

"May I ask you a... difficult... question?" Soarin' asked her.

At first, Rainbow Dash was puzzled by the request. Possibilities as to what the question could be surged through her mind.

"Sure? I guess," she finally replied, with much hesitation.

"What happened in the fire? How did Appleja--" Soarin' caught himself, remembering what the mare at barked at him moments ago. "How did the fire start?"

Rainbow Dash hesitated again. She understood that Soarin' wasn't as confident as Rainbow Dash that Applejack was still alive, but it still hurt seeing that somepony could think she was possibly gone. The best way to support her thinking that Applejack was still alive was by telling what Apple Bloom had seen.

"Apple Bloom went to the barn to help her sister out when she saw that it was on fire. She didn't seen anypony leave. And there's the good possibility that Applejack may not have been inside anyway. I don't think anypony knows how the fire was started yet.”

“That’s terrible,” Soarin’ told Rainbow. “I... I can’t imagine how you feel.”

“Believe me, you don’t want to know. I just can’t accept that she’d dead yet.”

“But, you saw the fire... Nopony could have survived.”

“No remains have been found either. Like I said, Applejack may not have even been in the barn in the first place."

"So where is she? You don't think somepony might be invovled, do you?"

"That's exactly what I think. Somepony is involved. Applejack knew the fire hazard and did everything she could to prevent one from starting.”

“Everypony makes mistakes, Dash. You should know that. Lunch isn’t off, is it?”

“No. You’re buying this time.”

The two ponies stopped outside of an older looking house, just a few blocks away from Sugar Cube Corner.

“Look, I gotta take care of something for Spitfire real fast, think you could go ahead? Maybe claim a table before some other pony does? It looks like Princess Celestia’s speech is almost over, and with it being lunch time, those food vendors are going to be really busy.”

“Okay. I’ll see ya in a few minutes.”

Soarin' nodded and continued to stand just outside of the door of the desolate, run-down house. Rainbow Dash wouldn't dare enter there, though she'd never admit it. The house had become a sort of legend, especially amongst the foals. Whenever a ball would go into the yard, for example, it would stay there. Forever. Nopony would retrieve it. It has been this way as long as Rainbow Dash had been in Ponyville, and as long as anypony she talked to about it could remember. Yet here was Soarin', outside like it was his quarters back in Cloudsdale. Several times in the past she had told herself she was going to go inside, but she always decided against it. This time, she headed towards Sugar Cube Corner in the hopes that she could secure a table for herself and Soarin' before the soon-to-be hungry crowd dispersed. As she trotted away, the creaking from the rusted hinges were easily heard as the door opened, then shut a few moments later.

Once Rainbow Dash was a few houses away, she thought she heard the door creaking again. She looked at the rotting piece of wood, expecting to see Soarin' emerge. Nothing. The only sign that the door had even moved was the slight vibrations still moving through the faded glass. No, she thought stubbornly. I'm Rainbow Dash! Not Fluttershy. I. Am. Going. In.

She turned with a determined face. She was going inside, Celestia helping or not. Nopony would have been able to stop her as she stomped her way up to the rotting door. She stopped inches from it. The cool air from inside seeped through the cracks and washed over her hooves, sending cold shivers up her legs. Rainbow took a series of deep breaths. Okay. Applejack would go with you. In fact, she would probably push you in, but she would still go in with you. Just pretend she's here...

Rainbow took a deep breath, turned the rusty door knob, and proceeded in. With a loud series of creaks, the door slowly swung open.

A thick layer of dusty covered everything inside. On the floor, two sets of hoofprints easily stood out amongst the dust. The dust in the air above the hoofprints were still moving in the direction of their travel. After sneezing once, then twice, and finally regaining her composure, Rainbow Dash followed the prints. Looking around, she made sure no other ponies were there. Her focus turned back to following the hoofprints, which led into a hallway, then turned. The smell of smoke took her off guard. Fire? I don't see any fire... Rainbow pressed on.

Rounding the corner, she saw the flick of a dark tail go into a side room. She was about to pounce on the unsuspecting pony, but decided against it. If Soarin' knew she was spying on him and Spitfire, they may not let her into the Wonderbolts. Why are they meeting here, anyway? Slowly, Rainbow sneaked forward.

A few silent pauses passed. There was a distinct sound that she heard, one that she assumed was stone grinding against stone. Out of the doorway, and new wave of dust emerged into the hallway. Something old had just opened. The sudden sound had frozen in place. Once the newly produced dust cloud settled, Rainbow continued forward. She though she heard the faint, if not muffled, yell from somepony, but shrugged it off. Soon, she arrived at the doorway. Peaking inside, Rainbow saw a very, very small room with a gaping hole in the stone floor. Smoke could be smelled easily, coming from inside. The hay?

Rainbow Dash slowly stalked into the small room, then through the opening into the dark cavern. The tunnel itself was dimly lit, and was erratic in it's path as a whole. It seemed to go by like a roller coaster, as quickly too. With one final dip, and short climb, Rainbow Dash found herself at the entrance to a stone hall.

Standing in the middle of said hall was Phantom, who seemed entranced into talking to the wall to his side. The only source of light was from a lantern hung up above and slightly behind him. Rainbow began to wonder when he got here, but instead payed more attention to the conversation he appeared to be having.

“What?" Phantom gasped in disbelief, ashamed of something that was apparently said to him before Rainbow had gotten within earshot. "No. I didn’t ponynap you. I’m from the Royal Guard. Do you know ponynapped you?”

“Royal Guard? Ya don’t look like a guard...” Something about that voice sound familiar to Dash. Especially the accent. Wait a Celestia cursed second...

“I’m Phantom, from the Intelligence division. Do you remember who ponynapped you?”

“Name’s Applejack.” It took all of Dash's energy to suppress her scream of joy. She was just about to sprint over to where Phantom was standing, but was pinned down when she heard the sounds of approaching hoofsteps. Phantom appeared too distracted by his current conversation to have noticed; a severe lapse in his training. He seemed to roll his eyes, though, from Rainbow's distance, she couldn't be sure.

“Who. Ponynapped. You?” His voiced was laced with anger.

Something was mumbled by Applejack, too low for Rainbow to hear. What ever it was, made Phantom look up and sigh.

“Let’s get this over with...” he spoke loudly. When he turned around, a wood 2x4 swung out from the darkness, smacking him clean in the muzzle. With a crack and a thud, Phantom fell limply to the ground. Rainbow gasped in fear, unable to move from her position.

A new pony emerged into the light from the wall next to the lanter, supporting evidence that there was another hall there. Rainbow thought the new stallion looked familiar, but couldn't place his green coat and white mane... Nor his cloud and chisel cuite mark. Where have I seen him before?

"You didn't have to hit him that hard, boss." It wasn't the green stallion who said this. The new voice seemed to come from the hall that Rainbow couldn't see, and was only confirmed when the stalion turned to face whoever was speaking to him.

"Oh, but he ever so does irritate me. First he saved that stupid mare, and now he followed you, nearly revealing our plans."

"So you're going to lock him up with her, now?"

"Possibly. I may kill him first."

"Bloodshed will only make things wor--"

"You're worried about bloodshed? Whose idea was it to get rid of that mare you hold so dearly?" There was a moments pause. "Exactly."

Gotta tell somepony. Rainbow Dash thought frantically to herself. Gotta find Twilight, or Shining.

Slowly, Rainbow tried to stealthily back up, only to slip in the loose rock. She accidentally kicked a rock against the wall. The resulting noise was loud enough for the green stallion to hear.

"What was that?" he asked with suspicion.

"What was what?"

"I thought I heard something..."

Applejack guffawed. "'S probably one of mah friends comin' to save me. Ya'll are in trouble now!"

"Quiet you!" The green stallion appeared to hit something metallic on the wall. His attention turned back towards the other stallion he was talking to. "Put this nuisance in with her. I'm going to go check this noise out."

"Yes, sir."

The green stallion began moving cautiously towards Rainbow's position. Horseapples... Sorry, Applejack, I'll find help and get ya out soon. Rainbow Dash attempted to make a hasty retreat. She skillfully slid down the small dirt slope. When she reached the very bottom, something strange happened. The ground below her cracked. A fine mist of water shot up from them. Crud. Before she could react, the dirt below gave way. Letting out a startled 'Eek!', Rainbow found herself falling. It was a short fall, however. In mere moments, she found herself landing in a rapidly moving, and very cold underground stream. Briefly, she wondered if this was the same one that ran through the park.

Rainbow Dash struggled to keep her head above the what she would have guessed was white water. But in the darkness, it was impossible to say where she was going, or how fast. A blinding light filled her vision. At first she thought she was about to meet her demise. Instead, the light served as a source of fresh air. By the speed at which it was growing, Rainbow Dash had to assume she was moving very rapidly. At a speed that would have matched her aerial cruising speed. After what seemed like an eternity spent on the cusp of death, Rainbow Dash finally emerged into the light, only to fall about three stories off of a waterfall in to a large body of water below.

The pegasus quickly swam up, sucking in a ridiculous amount of air once she surfaced that cause her to cough profusely. Her vision swam. Rainbow took a few precious moments to regain her composure, and examine her surroundings. Somehow, someway, she had made her way to the resivoir behind the Ponyville dam. The dam itself wasn't too far away, and servered as her beacon to reach shore. Motivation pushed Rainbow as hard as she could. Even if her wing wasn't broken, it would be near impossible to fly in this condition. The preening I'll have to do after this one... Rainbow shook her head, expelling the thoughts. No! Gotta save Applejack first! Gotta save Phantom! Gotta tell somepony!

Her swim to shore wiped away her energy reserves, though she hadn't done much that day, other than discover her best friend was truly alive and nearly drown. Determined still, she dragged herself through the wet and dry sand on the shore. In front of her lay the long gravel road back to Ponyville. It would have been faster to cut through the forest, but the uneven terrain would have sucked the rest of her energy away. There was no denying that she'd need it for this haul alone. Persevering, the pegasus donned a look of fierce determination, and galloped forward at full speed.

Author's Notes:

Geez. I'm really tired, about as tired as she's gona feel soon. Let me explain real fast; the whole reason I've been procrastinating in my writing lately is that I got REALLY into a REALLY GOOD series. It's called Savage Skies. And I highly recommend it. It's my new favorite series on this site, and one of the best thing's I've read, both in plot and style. Anyway, I FINALLY finished that about 2 hours ago so I immediately went back to working on this and got several thousand words in. Hitting an epiphany half way through really helped that.
I'm also going to try to keep each chapter to a 3,000 word minimum from now on, to try and push myself towards more, discriptive, paragraphs, which are something I know I lack skill in and hope to improve on.
Moving forward; the plot thickens! Some of you are becoming aware of who the bad ponies are, and who the good ponies are. Which I like, don't get me wrong, it shows that my subtle writing is working well enough, but could also use some improvement seeing as how you're figuring it own too soon >_<. But who is this new stallion? Some of you already know, some will go as far to say in the comments (which I don't mind) and other's are gona have a lightbulb moment when they figure out and things start coming together.
Coming up: (yes, this is going to become a thing as long as I remember to do it.) IF Rainbow Dash makes it back to Ponyville without passing out, how will her friends react? How's the fair going? And how is the food? What'll happen if news get's out about Applejacks captivity? Find out soon! (I hope )

For the record, I changed the rating to Teen due to foreseen (muahah) and or unforeseen complications that may and or may not appear now, or in the near future. So just as a precaution, I'm changing the rating. Let the speculation begin!

Revealed

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The door to the Golden Oaks Library once again opened. This time, nopony inside jumped to any conclusions. Instead, they patiently waited to see who was entering. “Twilight? I’m home,” called a young, familiar voice. In an instant, Twilight rose to her hooves, and sprinted for the door.

“Spike!” Twilight tackled her surprised assistant. Spike found himself caught in her magical aura, being compressed tightly into her chest with her forelegs wrapped around him. Breathing did not come easily.

“Twilight... air...”

The unicorn tilted her head in confusion before realizing what she was doing. “Oh! Sorry...” She sheepishly set him down, trying to laugh it off. “I was just so excited to see you. You know you’re late, right?”

“Yeah, I know. But Princess Celestia wanted to speak with me about something, and she had the best sapphire. Ever.”

“Oh? What did she want to talk about?” Twilight used her magic to lift Spike into the air, swing him over and set him down on a chair. Next to Rarity. A slight blush grew on the dragon’s face.

“She... uh... told me about my responsibilities during the fair. Basically I’m going to do what I normally do at the library, but wherever you go in Ponyville, too.” Spike looked around. It was only now that he noticed the gloom expression on everypony’s face. Twilight was trying her best to hide it, but was starting to struggle. “Say, what’s wrong with everypony? Where’s Rainbow Dash at? And Applejack?”

Twilight bit her lip. “Rainbow’s fine. She’s with Soarin’ now. But Applejack...” she looked away solemnly, looking for the words to tell Spike genently. Fluttershy quietly let out several more tears. Rarity was the one who snapped.

“Is gone!” Rarity broke down in tears, hearing the words that were coming out of her own mouth. Pinkie Pie sunk down even further, burying herself in her own legs.

“W-what...” Spike was at a loss for words. “W-what do you mean, ‘gone’?”

“Spike,” Twilight began with a comforting tone, wrapping a foreleg around his shoulder and pulling him close. “Nopony knows where she was. Applebloom went to the barn to help Applejack move some hay but... but when she got there it was... on fire.”

“So Applejack...” Spike was on the verge of tears. His eyes watered up. His lower lip quivered. A sinking sensation crossed his abdomen. In the corner of his eye, he caught sight of the iconic brown stetson, hanging up in a hat hanger.

Twilight could feel the emotions flying through the air as he stared at it. “Applejack’s...d-d-dead?”

Everypony bowed their heads, each letting out more tears.

“We don’t know, Spike. The barn was completely engulfed in flames when help arrived. They couldn’t risk going in, the flames were too hot. No remains have been found, either...”

Spike sat in place, letting out quiet sobs. Twilight tried to comfort him as best she could.

“Come on,” she told him with a smile. “Let’s get you something to eat. You can tell us all about your trip."

"Okay..." Spike finally managed to squeak out after a few sniffs. Twilight led the young dragon into the kitchen, where she prepared him what appeared to be a wonderful meal. A glass of tea was also included.

"Spike?" Rarity's voice called softly. Spike turned to see her standing in the doorway to the kitchen, with an emerald in the grips of her magic. She levitated it over to his now awaiting plate on the table in front of him, and set it down gently. "I was saving this for you when you got back, since you're a great friend and helper."

"T-thanks, Rarity. That means a lot." Spike eagerly bit into the emerald easily, as if it were made of simple bread. Simply put, it was probably the most delicious gem he had ever tasted. At the very minimum it was in the top five.

"How did the trip go?" Twilight asked, sitting down to a cup of her own tea.

"Well..." Spike went on to explain what had happened during his trip to Canterlot. The purpose of said trip was to help organize the fair with the Royal and Noble families, and to spread the word amongst the capital. He had even gone as far as to send out notifications to pretty much every town in Equestria, and the capitals of neighboring nations. His stay was more of a vacation in the first place. Sending out those invitations was secondary to his main reason benig there: spending time with Twilight's family. They had been some of the nicest ponies he had met before coming to Ponyville, so when they heard Spike was arriving they eagerly offered up their home to him. His story was cut short by a rumbling in his stomach. "Oh boy..." With a loud belch, a green plume of smoke left Spike's mouth. The smoke quickly materialized into a rolled up scroll.

Twilight took the scroll in her magical grip, unrolling it and scanning its text.

Princess Twilight Sparkle,
Oh listen to me, I'll have to get used to calling my most faithful student 'Princess' from now on. Even though I am currently in Ponyville, I sent this to you once I was sure Spike had arrived home to inform you that I would like your presence at mine and my sister’s side at the fair this evening.
All you need is your Element of Harmony crown for yourself, and preferably the Elements for your friends too, should they decide to join us. This evening is the magic show, an event of which I suspect will be of interest to you. In fact, I'm asking that you begin the show with a powerful display of magic to your choosing.
As I said, your friends are more than welcome to join us. I know that Applejack's absence will weigh heavy on your minds, but I ask that you do not let it hold you back. My ponies have informed me that no evidence has been found that Applejack was in the barn at the time of the fire.
Good luck, my little ponies,
Princess Celestia

Rarity had apparently been standing over Twilight's shoulder, reading the letter too. She squealed with glee. "Eeeee! We get to dress up! And sit with the Princesses of all ponies. Oh, it'll be so much fun!" Rarity began to hop around the table. Completing a few laps, she went into the main room and announced the news to Fluttershy and Pinkie. Those two looked... less than enthused.

Spike and Twilight followed Rarity in.

"Princess Celestia only said we needed to wear our Elements..." Twilight deadpanned.

"Oh, hehehe." Rarity looked sheepishly at the ground.

Twilight moved a group of books off of their shelf, revealing a metallic safe buried into the wall. The trotted over to it, using her hoof to turn the combination dial.

"This safe is protected by a magical enchantment that I created myself. The only way it will ever open is if my hoof enters in the proper combination." There was a loud click. "Like so." Slowly, the thick door swung open.

Inside, surrounded by fitted, black velvet forms, were the six Elements of Harmony: Twilight's Magic Crown, and the necklaces of Rarity, Pinkie Pie, Fluttershy, Rainbow Dash, and Applejack. All eyes focused on Applejack's necklace, and its apple-shaped gem. Twilight grabbed her crown, setting it gently on the top of her head. She then passed around the appropriate necklace for everypony present. That only left two remaining: Loyalty and Honesty. Rainbow Dash and Applejack.

"Rainbow's right!" Pinkie Pie exclaimed, suddenly jumping to her feet, her hair returning to it's normal color and puffiness. "Applejack wouldn't leave us! She's still out there!" Pinkie made sure her necklace was secure, then began to jump around in circles around her friends, trying to raise their spirits. "And she wouldn't wanna see us moping around like this! She'd want us to be out there having fun and making Ponyville look good and bringing in customers for the shops and selling bushels of bushels of bushels of red, succulent, juicy apples!"

Rarity's expression turned determined. "She's right, and, Rainbow was right. I was foolish to think that something could have possibly happened to Applejack."

"Yes..." Fluttershy agreed ever so softly. "I-I think that's what Applejack would want. If-if that's what you guys think too..."

Rarity wrapped a hoof over her shy friend's shoulder, "That's exactly what we thinking, dear Fluttershy."

A smile grew across the yellow mare's muzzle. The same could be said for everypony, and dragon, present.

Phantom shut his eyes as quickly as the board hit him across the muzzle. Letting his limbs relax, he fell loosely to the ground, appearing to have been knocked unconscious, or worse. Phantom wondered if following Soarin' into this tunnel was really such a good idea after all, even if he had found the mare who's been missing. Refusing to open his eyes, he continued to pretend to be knocked unconscious.

"You didn't have to hit him that hard, boss," spoke a second voice. Phantom suspected this was the stallion he had been following who was now speaking.

"Oh but he ever so does irritate me. First he saved that stupid mare, and now he followed you, nearly revealing our plans," said the stallion that just hit Phantom.

"So you're going to lock him up with her, now?"

"Possibly, I may kill him first."

"Bloodshed will only make things wor—"

"You're worried about bloodshed? Whose idea was it to get rid of that mare you hold so dearly?" There was a moment’s pause. "Exactly."

What mare is he talking about? Couldn't be Rainbow. Could it?

His train of thought was interrupted by an echoing shriek, just barely audible, But still easily recognized. Rainbow! As much as Phantom tried to hold his eyes shut, they still managed to violently open. Two ponies were standing next to him. One was obviously the stallion that he had been following earlier, and Phantom recognized the other in an instant, his mint green coat and snow white hair standing out in his mind. Cloud Maker... Then it clicked. The initials he saw on the bottom of the lamp at the beginning of the cavern and under the ash of the barn. 'C.M.M.' Luckily, both stallions were facing down the tunnel, away from Phantom so they didn't see his eyes open.

"What was that?" Cloud Maker questioned Soarin'.

"What was what?"

"I thought I heard something..."

Applejack gauffed. "'S probably one of mah friends comin' to save me. Ya'll are in trouble now!"

"Quite you!" Cloud Maker turned to face Applejack, and hit the metallic cell bars with his hoof. Seeing his movement, Phantom quickly closed his eyes once more. "Put this nuisance in with her. I'm going to go check this noise out."

"Yes, sir."

Run, Rainbow, run, Phantom thought as he felt hooves grab hold of his forelegs. Sompony dragged him towards the cell currently occupied by Applejack. Loud metallic clicks were followed by a low, sliding sound as the cell door was opened. Phantom found himself being lifted into the air, and thrown into the cell. Moments after landing on the rock floor with a thump, the heavy doors slid shut once again, letting out a clank that seemed to echo on forever.

A hoof tapped and pushed on his shoulder.

"Ya okay?" asked Applejack in her usual southern tone.

Phantom opened his eyes, looking around to confirm that he was indeed locked in the cell. Applejack was standing over him, staring into his eyes, her concern clearly evident in her own.

"Yeah..." Phantom mumbled, slowly rising to his feet. His head was still swirling from that hit. Being thrown onto a rock floor didn't help either. "Fine... just fine. Sure, I discovered that you are, in fact, alive. But now we'll both probably die, and I failed to protect Rainbow Dash. Great. Just flippin' great."

Applejack cocked her head in wonder. "How'd ya mean?"

"Everypony in town believes you're dead." Applejack stared at Phantom in horror, her jaw wide open. "Your barn burned down and everypony thought you were inside. I found your hat in the ashes. And now, here I go following my curiosity yet again only to, yet again, end up over my head. Cloud Maker is going to chase after Rainbow Dash, likely catch her considering her current state, and kill her. Then, he'll come back here, and kill the both of us."

Applejack stuttered, at a complete loss for words. She fell back on her haunches, staring at the tock wall blankly.

"S-s-s-s-so, everypony thinks Ah-Ah-Ah-Ah'm d-dead?" she finally managed to utter.

"For now. If Rainbow Dash can escape long enough to tell somepony, then that'll change and they'll likely come after us. Until then, yeah, essentially everypony thinks you're gone."

Applejack let out a long, tiresome sigh. Judging by the scrapes on the rock floor in front of the cell doors, she had been pacing back and forth for a good while. The ends of her hooves were covered in dust.

"Ya said somethin' 'bout protectin' RD?"

"As I said before being interrupted by Cloud Maker... My name is Phantom. I'm from the Royal Guard. I was sent here by Captain Armor to protect Rainbow Dash."

"An' why does she need protectin' now?"

"After the attempt by Queen Chrysalis on Rainbow Dash's life, Princess Celestia thought it nessesary to add more security measures for the fair. Each of the Elements of Harmony has a personal body guard for the duration of said fair; each hiding in the shadows until required to show themselves, like I was. Once I revealed myself, Captain Armor thought it wise that we reveal my purpose in Ponyville, and explained the situation to everypony."

"So, Ah have a body guard?"

"Not... really... He didn't get here in time to actually start protecting you. That apparent lapse in security has come back to haunt us."

"Ah see... How ya plannin' on getting us outta here?"

Phantom thought for a moment. Applejack waited with growing frustration.

"Truth is," he finally spoke, "I can't think of one. My first plan was to dodge the blow and fight back, but seeing Cloud's reflection in your eyes, I decided against it. Cloud Maker may not seem like much, but he's capable of a lot. At the Guard Academy, I ranked second. Him? He was first. Me, him, and Sky made one great team. Then we parted ways."

"Well, it seems like we'll be here ahwhile." Applejack sat on her haunches, getting as comfortable as she could. Phantom knew she would want to hear some of the stories, so he too sat down and begin to tell.

Twilight Sparkle trotted into the stage area on the newly-opened fairgrounds. Fairgoers all about were milling around, finding open seats in one of the many rows of chairs. Everything was set up in a semi-circle, facing in on a large stage, currently dominated by a giant red curtain. Several open-air balconies rose up above the rest of the seats, reserved for V.I.P.'s like nobles and foreign dignitaries. Two Royal Guards standing outside the entrance leading to the stairs of the farthest balcony on stage left indicated where the Princess would be. Twilight led her friends, all wearing their respective Elements of Harmony, towards them.

As the four Elements of Harmony approached, the two Royal Guards snapped to attention, looked straight ahead, and respectfully allowed the four mares to pass by in silence. Rarity, who was trailing at the end, nodded at the two ponies. Once past, they went back to a relaxed state with their wings outstretched, covering the entrance.

Their hoofsteps reverberated through the structure with each steps. The wooden staircase was congested with random noise. Anypony above could hear them coming.

At the top of the stairs, the group of friends were met by yet another pair of Royal Guards, these two guarding an entrance that led back outside to the main balcony. Passing by without the slightest bit of resistance, they emerged into an open air balcony, covered only by a thick white sun awning. The air was slightly warm and humid. At their currently altitude, they were picking up a slight breeze. There were three rows of four seats, each row higher up than the one in front.

Princess Celestia and Princess Luna were already present. The two rulers were standing on the edge of the balcony, in front of the seats, watching over the fairgoers as they shuffled into place.

The white sun goddess looked over at the Elements of Harmony.

"Ah," she began, "you made it.

"Yes, Princess." Twilight replied softly. "We figured this would be a good way to get our minds off of what's happened..."

There was a pregnant pause in the group.

"Come, my little ponies, take a seat. The show is about to start. I will have food and refreshments brought up to us soon."

Princess Celestia and Luna took seats in the top row, leaving a space in between them that Princess Celestia motioned for Twilight to take. With a slight nod, Twilight headed up, setting down the saddlebags she's been carrying. Her friends behind her took sets in the front row, settling in to enjoy what was to come.

"Pray tell," Princess Luna spoke in her much exercised 'normal' voice as Twilight sat between her and her sister. "Where is Miss Rainbow Dash?"

"She was having lunch with Soarin', I think," Twilight replied casually. "I would assume once they're done she'll come here, with or without him." Slowly, she started giggling to herself.

Princess Luna raised an eyebrow. "Who is this 'Soarin''?"

"He's the co-captain of the Wonderbolts. And he's a certain pony that Rainbow Dash has a certain crush on." Twilight was now openly laughing to herself. Even Princess Celestia was starting to join in with her student.

A unicorn stallion trotted out onto the stage. He waited patiently as the crowd's chattering died down. After a moment of silence, he cleared his throat. "Welcome, fillies and gentlecoats!" The stallion used his magic to amplify his voice tremendously. His voice seemed to echo on forever. "Today, we have the gracious opportunity by Princess Celestia to preform the greatest feats of magic in front of all of Equestria and her neighboring nations." Both Princess Celestia and Princess Luna rolled their eyes in unison. "So without further delays, let us begin!" His horn lit up with a white glow. Trails of fire and smoke trailed the large amount of fireworks rocketing through the blue skies. Just under the clouds, they exploded in a dazzling display that captured many 'oohs' and 'ahs' from the crowd below. The rainbow of sparks they left behind fell shortly before fading from existence. Even though her friends were slightly impressed, Twilight Sparkle was not.

This is going to take awhile... she thought.

Most of the day passed by with little excitement. Celestia's sun had dipped below the horizon, making its presence known only through the slightly lit western horizon. On the opposite side of the sky, Luna's moon was rising above Ponyville, providing dim light to the fair area. A few of the unicorns who had performed were pretty good by Twilight’s standards; one in particular had used a combination of light and smoke spells to tell a vivid (if stretched) version of how the Elements of Harmony defeated Nightmare Moon, Queen Chrysalis, Discord, and King Sombra.

Princess Celestia seemed at least mildly entertained, but Princess Luna, however, was staring off towards the Ponyville reservoir, intent on her own thoughts. Twilight watched the Princess close her eyes, take a few deep breaths, and her horn light up with a faint, purple tint. She expected something to happen, but nothing did. The lavender alicorn turned to Princess Celestia.

"What is Princess Luna doing?" Twilight asked in a whisper.

Princess Celestia lowered her head to her student's. "She's entering the dreams of another pony."

"What? Why? And who?"

"Not only does my sister raise and lower the moon, she protects the dreams of ponies. She can sense if somepony is having a nightmare, and does what she can to help them through it. As for who, I am not sure. The magic she uses is not one I am very familiar with. All I can say for sure is that she's looking for somepony, but hasn't found them."

"Hasn't found them? What do you mean?"

"She needs to know where the pony is in order to enter their dreams. It appears as if she's searching for somepony in particular, shifting through the countless dreams of others." Both Twilight and Princess Celestia looked at the closed eyes of Princess Luna, watching them bounce around in a chaotic manor; similar to the R.E.M. of one's deep sleep.

"Applejack?"

"It may well be."

"Then we should ask her." Twilight was about to nudge the Princess of the Night when Princess Celestia stopped her with her own magic.

"No. If she's in the dreams of another it could be very painful for the both of them to pull her out of it."

The ears of everypony in the balcony (except for Princess Luna) perked up upon hearing the sounds of somepony coming up the stairs. Twilight wondered if they were that loud on their way up. They looked to the entrance in time to see the two Royal Guards salute as a white unicorn stallion clad in golden armor with a blue mane walked in.

"Shiny!" Twilight nearly yelled, but controlled herself once she remembered what Princess Luna was doing beside her. Twilight hurried over to her brother and gave him a tight hug.

"Oof! Hey, Twiley." Shining Armor returned the hug, a smile trying its hardest to show, tugging at the corner of his mouth. The Captain of the Royal Guard looked around the room, seeing its mostly happy occupants. What stood out most to him was not the entrance Princess Luna, but the pony who was missing from the six. "Where's Rainbow Dash?" Shining's voice sounded unsteady, contrast to his usual confidence.

"Last we heard she was eating with Soarin'," Rarity explained. "And that was at about noon. I figured she would join us when they finished, but, I haven't seen her anywhere." The rest of the present Elements of Harmony nodded with her statement.

"Why?" asked Twilight, tilted her head slightly to the side. "What's wrong? Did something happen to Rainbow?"

"I don't know, that's the problem. I can't find Phantom. That's the part of this that worries me. I've ordered him to report in every hour and I haven't heard anything from him all day."

The present Elements of Harmony gasped. A frown formed on Princess Celestia's muzzle. Princess Luna remained in her trance.

"Oh, dear," Fluttershy spoke up, ever so slightly. "I-I'm sure she's fine."

"Yeah!" Pinkie yelled. "Rainbow Dash is always fine because Rainbow Dash is Rainbow Dash! Except those times she's not fine because she's being Rainbow Dash... but usually she's fine!"

"Quite right, dear." Rarity agreed with the two.

"Shiny, I'm sure they're just out for a walk somewhere. Just relax," Twilight attempted to reassure her brother.

"That's just the thing, Twiley," he replied."I've searched all around town myself, along with most of the guards. They haven't been seen anywhere. Last I saw them they were walking towards Sugarcube Corner together, but I was distracted with dealing with the crowd. They're both missing."

At that moment, Princess Luna opened her eyes. She rose from her seat, and trotted towards the balcony edge with her wings open.

"Rainbow Dash is in trouble," Princess Luna spoke. "We are going to find her."

"Princess Luna," Twilight called, "wait!" The night princess heeded her words, pausing for a moment. Twilight used her magic to levitate a golden necklace out of her saddlebags: Rainbow Dash's Element of Harmony. "Take this, give it to her when you see her, please?"

Luna nodded, taking the necklace in her own magic and before anypony else could stop her, the Princess of the night disappeared into her domain.

Dreamscape

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The sound of hooves rapidly beating on dirt echoed through the empty forest. Heavy panting could also be heard if one listened hard enough. Leaves fell from their trees as a rainbow-maned pegasus galloped by in full sprint. Tears ran down her face, occasionally blurring her vision. She shook them away with a shake of the head. No, no, no, no, no! Rainbow Dash screamed mentally. How could this happen!? How could Soarin' do something like this!? He has Applejack, and now Phantom! Again, she shook her head, this time trying to rid thoughts. Calm down, Rainbow, keep it together. It's all just a dream. It's. Just. A. Dream. As much as she tried to avoid it, the memories kept pouring back into her mind. Hearing Applejack’s voice echo through the tunnels... Seeing Phantom get hit like that... and... Soarin'... None of it made sense. Why would Soarin' do something like this?

Rainbow remembered when he took her into the skies on her back. The mixed feeling of fright and joy that filled her, and how he managed to comfort her. Then there was the fall. The absolute fear falling through that cloud of smoke with Soarin' hot after her, only to fall through to the other side without him showing for the rest of the day. Had that been the plan she heard the other stallion talking to him about in the tunnels? For the third time, she shook her mind clear. Ponyville was just over the next rise. Soon, she would get help, and save Applejack and Phantom. But it was pointless. Recurring thoughts had broken their way into her thoughts. Rainbow Dash lost all energy, collapsing on the side of the road, crying waterfalls of tears.

That same image of the tunnel kept appearing in her mind. Why couldn't I save them? I-I could have ran forward, and beat the hay out of that pony. But... but Soarin' was there... How would I have confronted him then? How will I confront him again? More tears escaped her tightly shut eyes. What seemed like hours of crying and sniffling had passed before Rainbow Dash finally started to come to her senses, due in part to the distant booms she was hearing. Her ears picked up, facing the direction of town, the direction the muffled explosions were coming from. She wiped away the remaining tears, sniffed her last sniffs, and slowly stood on her wobbly legs. Unsteadily, she progressed forward.

Once at the top of the next rise, Rainbow Dash slid to a halt in the dry, dusty dirt. She blew her still disheveled, wet mane out of her eyes. Ponyville was completely empty, something out of the ordinary for this time of day. Fireworks rose from the horizon on the other side of town. Oh hay, the fair started today... That meant help was that much further away. That much farther she had to run in her already depleted and exhausted condition. Rainbow huffed, continuing forward at a quick gallop towards the fairgrounds. Ponyville was still a good half mile away, but at least it was downhill now for the most part.

It was a strange feeling for Rainbow Dash, walking through a deserted Ponyville. She had flown over the town before when it seemed to be empty, but she'd never been on the ground during one of those times to see how truly empty it was. The normally busy post office was locked up and empty, a 'We'll be back later' sign on the door. Sugarcube Corner was dark and empty in its usually busiest time of day, devoid of the wonderful smell of fresh baked goods. Ahead, the market was also empty, but the stalls still contained their goods, as if everypony was getting ready to start their day, but dropped everything they were doing and left.

Rainbow Dash followed the gravel path to a side street, that too was devoid of life. The only movement other than her own was that of a stray piece of some filly's homework. Rainbow's eyes caught a glimpse of the title and author: The pony I look up to the most, Rainbow Dash! By Scootaloo

"Oh, Scoots..." Rainbow whispered aloud to herself. "Always running off on your crusades, leaving your homework behind." She managed to release a slight smile, slowly shaking her head from side to side before trotting after it. To her frustration, the wind seemed to randomly pick up, carrying the note into a nearby alley. The polychromatic pegasus trotted after it. "Reminds me of, well, me." Rainbow quietly giggled to herself, remembering how much she used to procrastinate on her work, instead working on her cool moves and hanging out with Gilda or Fluttershy. She turned into the alley, and stopped dead in her hooves, letting out a rather loud, startled 'eep.'

It wasn't the alley itself that managed to scare the usually brave and undeterred pegasus. She had gone into alleys before; in fact, they were her favorite places to go to scare other ponies. But this time, two ponies managed to scare her. Normally, seeing somepony in a place she didn't expect to see one in wouldn't have caused her to be openly startled like she just was, but the identity of said ponies is what startled her the most.

The two were both stallions, familiar stallions at that. The first, Rainbow Dash recognized immediately. Muscular, a sky blue coat, dark blue mane, emerald green eyes, his Wonderbolts formal uniform, and the winged lightning bolt cutie mark that painted his flank. Soarin'... The other stallion had an identical build, but with a green coat, white mane, and a cloud and chisel cutie mark. Hearing her scream of fright, both Soarin' and Cloud Maker stared at Rainbow. What she didn't know was that Cloud Maker didn't recognize her, not a first. Cloud Maker thought to himself that the scream sounded familiar, but couldn't place it immediately. All the three ponies peagsi could do was stare at one another.

"Rai-Rainbow?" Soarin' was the first to get ahold of himself, the pegasus mare's disheveled state shocked him. "Wha...what happened to you?"

Rainbow Dash's reply was physical, not verbal. A tear leaking from her eye once again, she began to back up, slowly. Her eyes widened in shock and fear. Her lower lip quivered, trying to formulate words of any kind of a response. All that Soarin' got was silence.

"What's wrong?" Soarin' continued to press for information, slowly stepping forward towards the startled mare.

"D-do-don't c-come any c-closer..." Rainbow warned with a wobbly voice.

"I can help, Dash. Just tell me. What's wrong?"

What's wrong? Rainbow Dash screamed in her own mind, still backing away from the alley. What's wrong? He ponynapped Applejack, that's what's wrong! And he killed Phantom! Did... did he not see me? Another tear leaked from her eye. Now, Rainbow Dash was standing in the center of the empty street, with Soarin' emerging from the shadows of the alley, and Cloud Maker lurking behind him, trying to place Rainbow Dash in his memory.

Rainbow looked behind Soarin' at Cloud Maker, and watched his eyes widen in realization, finally remembering her scream. His look of surprise was slowly transformed into anger, his muzzle twisting, turning and reddening.

"Soarin'..." She rage that tainted Cloud Makers voice caused Rainbow Dash to recoil. Soarin' looked back at the green pegasus. "You may want to leave."

"What?" Soarin' replied, sounding confused and shocked. "Why?"

Rainbow Dash took the destraction to her advantage, turning tail down the road and galloping as fast as her tired legs could carry her. Over the sound of the rushing wind, she could hear Soarin' yelling at her, pleading with her to wait and explain what was wrong. Tears were gushing from her eyes, blending in with the lake water that was still soaking her coat. Soarin's voice was still calling for her, and growing ever so louder. Rainbow turned her head to look behind her with blurry vision, only to see a sky blue smudge flying after her; a smaller green smudge just behind him. She shook her head and looked forward once again, clearing her vision. Before she could think about where to go, Soarin' appeared about fifteen feet in front of her, landed in a relaxed position, determined not to move for the sprinting pegasus mare. Seeing him only brought up more memories that Rainbow only wanted to forget. Soarin' extended his hooves in a vain attempt to catch her.

Avoiding his embrace, Rainbow quickly cut into another nearby alley, where she found herself nearly colliding head first into a brick wall. With buildings on both sides, and a worried Soarin' at the entrance to the ally, Rainbow Dash was blocked in with no obvious route of escape. She turned around to face the stallion who was once her idol, to look into his worried eyes and see Cloud Maker appear behind him, waiting to be entertained by the scene soon to unfold.

"Rainbow," Soarin' spoke softly. "What's wrong? What ever it is, it's ok—"

"Don't," Rainbow said, anger dominating her still shakey voice. "I-I don't know who you are anymore."

"What do you mean, Dash? It's me, Soarin'!"

"The Soarin' I knew wouldn’t hurt other ponies..."

Soarin' gaped at Rainbow in shock, unable to process what he had heard.

"She knows, Soarin'," Cloud Maker informed the Wonderbolt, cantering up to his side. "It was her scream that we heard in the cave."

Soarin's lower lip quivered as he looked back at the pegasus mare. "Th-that was you?" Yet another tear leaked from Rainbow's eye, confirming what Soarin' had asked. "R-Rainbow l-let me expla—"

"So that was you!" Rainbow barked at him. "I didn't want to believe it, but it was you! Wasn't it?" Soarin' tried to interrupt, but Rainbow kept on her tirade. "How could you do something like that to somepony? Especially to my best friend! An-and you killed Phantom! He had nothing to do with this!"

"KILLED!? I didn't kill anypony! I didn't even hit him! I never did anything to Applejack, any of your friends, or you!"

"You might as well tell her, Soarin'." Cloud Maker interjected, an evil smile on his muzzle. "No, she's not the smartest mare in Equestria, but even she can figure out what you did."

"What is he talking about, Soarin'?" the pegasus questioned.

Soarin' hesitated, so Cloud Maker continued for him. "I'm talking about when he tried to kill you." Rainbow's already solem expression fell even more, along with her ears, wings, neck and tail. Slowly her jaw drifted open. "I'm not surprised you haven't figured it out yet, so let me explain. I've always wanted to rule Equestria, ever since I was a little foal. See, that witch, Celestia, has been in power for over a millennia; time for her to step down, with some assistance, of course." The smile on his muzzle continued to grow. "Don't get me wrong, we're perfectly capable of getting rid of the dearest Princess. It's the Elements of Harmony that would give us the most trouble. Now, I could have easily gone after one of your weaker friends like that Pinkie Pie or particularly Fluttershy, but either you or Applejack would have gotten in the way; so when I found out that you, the Element of Loyalty, the strongest of you and your friends, had a broken wing, well, I had to act. We had planned to break into your home, which is very nice by the way, ponynap you, and kill you somewhere else and dispose of your body. Soarin' here, however, came up with a different plan that sounded like it would work, but obviously didn't..." Cloud Maker stared at the other stallion. "Would you like to explain that one, too?"

"Rainbow," the Wonderbolt began, his expression changing from shocked to dejected. "I-I-I'm sorry... I—"

"Sorry? Sorry? Sorry that you tried to kill me? Or sorry that you failed?" Soarin' directed his gaze at the dirt in front of him. "That was it, wasn't it? When you took me on that flight on your back, you dropped me on purpose, didn't you?"

Soarin' couldn't formulate a reply, so yet again Cloud Maker stepped in. "So you figured that part out, good for you. I guess I could have been more convincing on my part when I set the fireworks crate on fire. In reality, the only mistake I made was not killing you myself. That way I know the job would have actually gotten done... But I'm a generous pony, I believe in redemption." Cloud Maker looked around the alley's edges next to the buildings for something. Smiling to himself, he moved over to and picked up a broken shard of glass with a jagged knife-like edge in his mouth, then tossed it to the ground in front of Soarin's feet. "Now's your chance, Soarin'. Let's see what kind of a pony you truly are."

Slowly, to the disbelief of Rainbow Dash, Soarin' picked up the improvised weapon in his fetlock. He carefully examined it with watery eyes, then gazed at Rainbow Dash. His gaze continued to drift between her, the shard of glass, and Cloud Maker.

"Soarin'..." Rainbow Dash spoke softly as he began inching towards her. "How could you have come to this? You were my idol for Celestia's sake! You are a Wonderbolt, or at least I thought you were... Now... now I don't know what you've become."

"Neither do I..." he replied. Rainbow had hoped that his comment meant he was turning back to her side, that maybe he wouldn't kill her, but he kept moving forward.

Rainbow grimaced, trying to embrace the fact that she was about to be murdered by her idol and crush, her gaze drifting towards the ground. She suddenly picked her head back up in defiance. Soarin' did nothing in response to the rapid movement, but Cloud maker cocked his head slightly to the side. Rainbow took a few steps back, nearly tripping on a splinted board. No! she thought. I'm stronger than they are. And I will not let them beat me like this.

Cloud Maker and Soarin' had no time to react to Rainbow Dash. The mare kicked the board she nearly stepped on, forward, at the same time lifting up her foreleg that was in its way to allow it an obstruction free path of travel. The board zipped along the ground past Soarin', and ran into a rock, launching itself into the air. Cloud Maker couldn't react in time to avoid being clipped in the wing by the missile, it's splinters embedding themselves into his skin. He screamed out in pain.

"Gah! Soarin', kill that witch!" Cloud Maker looked down at his wound, several drops of crimson liquid dripping out. When he looked back, Rainbow Dash was nowhere to be found. Her hoofprints indicated where she had gone. While Cloud Maker's attention had been focused at his wound, Rainbow Dash had leapt on top of a nearby dumpster, then over to the side of the building on the opposite side of the alley. From there, hoof scrapes could be seen from where she’d used her one good wing to carefully keep her aloft against the side of the wall, just long enough to get over the fence and escape. Soarin' was hesitating at his boss' words, stricken by how quickly the mare had moved. "Soarin', go!"

The yell managed to snap the Wonderbolt out of his trance. Shard of glass in hoof, he easily flew up and over the same fence, climbing even higher than that to get a good vantage point to see the pegasus. A multi-colored flash a few blocks away caught his attention. Soarin' dove after it in pursuit. Soarin' was stunned to see how Rainbow Dash was moving so quickly. She was running along the outside walls of the buildings, using her one good wing to keep her up and to propel her even faster. Soarin' knew all too well how much that had to hurt; he'd broken his wing in the past and had attempted the very same thing, and failed terribly, nearly breaking his other wing. He cringed at the memory, but continued to chase after the other pegasus.

Rainbow Dash suddenly turned, leaping off of the corner of the building she was on, across the street, and landing on the side of another building on the opposite corner of the street, following it down a different path. Had he not been in a killer mood, Soarin' would have been impressed. Seeing his opportunity to cut his opponent off, he took it, flying over the houses at an intercept angle. But when Soarin' emerged onto the same street he though Rainbow Dash was on, he was surprised by her absence. She was nowhere in sight, seemingly to have vanished. Little did Soarin' know, she had doubled back and escaped, running nearly nonstop towards the Everfree Forest until nightfall.

Luna, the Princess of the Night, found herself soaring above the far eastern side of the Everfree Forest, in an area she knew all too well. She was following her senses towards a pony in distress; though they weren't yet asleep, they were close enough that she could still sense their general location. Considering who she was looking for, she had a pretty good idea where she would be hiding.

Through the dark forest, across a cloud ravine with an old, broken wood rope bridge, emerged what was left of a once great castle. The old Royal Castle, the one that she and her sister ruled in for years, to be specific. Over the gentle breeze, her sensitive ears picked up the saddened sniffles of a pony. Princess Luna orbited the decaying castle, searching for any sign on the source.

At the top of what was left of the grand tower was a curled up ball of cyan and rainbow hair. Princess Luna landed elegantly next to the bawling mass.

"Miss Dash," Princess Luna spoke in a soft, comforting tone. Rainbow Dash's balled-up form only stirred slightly. "Miss Dash..."

This time, Rainbow Dash looked up, her eyes blurry balls of magenta. "P-Princess Luna? W-what are you d-doing here?"

"We sensed that something was wrong. Everypony has been wondering where you have gone. Do you know you missed the fair? What of your lunch with that nice Wonderbolt, Soarin'?"

Hearing his name again, Rainbow Dash buried her muzzle in her forelegs and let free a new wave of sobs.

"Miss Dash, pray tell, what is wrong?"

"S-Soarin'... Soarin' and another pony tried to k-kill me... and they ponynapped Applejack... and killed Phantom..."

Princess Luna gasped while Rainbow Dash broke down into another fit.

"That's terrible, young Rainbow Dash! To have a pony you held so dearly betray you like that... We can help you, though. Help you bring that traitorous stallion to justice and find your friend. Speaking of whom, where is she?"

Rainbow thought for a brief moment. "I-I don't remember... well... I just remember that it was this old, spooky looking house outside of Twilight's Library. There was a tunnel that led to Applejack. I followed Phantom down it but fell through a hole and into an underground river trying to escape from Soarin' and that other pony... I don't remember his name... Luna I'm so sorry!" The pegasus shot up onto her haunches and hugged her tightly.

"You have nothing to be sorry about, Miss Dash. Nothing you could have done could have prevented this. And we will find them, but you have to trust us."

The pegasus mare pulled away from Princess Luna's embrace, whiping a tear away from her eyes. "W-what do you mean?"

"We can enter your dream, and re-experience your memories, but we must warn you, it will be difficult and painful. We do knot know what will occur, and you must fight your own battles. We must only observe."

"S-so what'll I have to do?"

"Sleep, Rainbow Dash... sleep." Princess Luna carefully picked up Rainbow Dash, flew her up, and carefully set her back down on a soft, white cloud above. She herself lay next to the pegasus, wrapping her own wing around her as a feathery blanket.

Rainbow Dash dug herself into Princess Luna's and the cloud's embrace. "I-I'm not really that tired..." she protested, being cut off mid sentence by a yawn.

"You will be, soon." Princess Luna laughed softly, a smile growing on her muzzle.

"But—"

"Shh... rest now...

Look up to the pegasus skies,

Pegasus ponies flying high,

Wings beating and manes flowing,

The summer breeze blowing,

Gliding around near then far,

As the day fades, they reach the stars,

Returning home, on clouds up high,

Muzzles drooping, closing eyes,

They lay their heads after flight,

On soft clouds and say goodnight..."

Rainbow Dash began her dream curled up in the same position she was sleeping in, in front of the same spooky old house she had just described to Princess Luna. She looked away for a brief moment, then back. Soarin' and the earlier version of herself that didn't look wet and shattered were trotting by, side by side, happily. Movement caught her eye above them. There, she saw Phantom watching from atop a building. Phantom was watching Soarin' and the other Rainbow Dash trot by, listening to their conversation. The pair parted ways, and Soarin' entered the deserted house. Phantom followed him in a few seconds later, who was then followed by the other Rainbow Dash. The door creaked closed, leaving the real Rainbow Dash still laying outside, waiting for something else to happen. That moment came sooner than she expected.

"Miss Dash," Princess Luna spoke, emerging from a purple cloud of smoke behind pegasus.

Rainbow shot to her hooves, and looked back at the Princess. "I-I have to go in there... don't I?" she asked with a solemn tone.

"We will be with you," the Princess encouraged her. Rainbow Dash took a deep breath, and directed her gaze back at the door. Slowly, she approached it. The door opened without her involvement with its usual creak, letting a dark smoke slowly escape. There was a bit of hesitation in her step, easily visible to Luna. "We are right here. Though only you can control what happens, we are here for you."

"Okay."

Inside the abandoned home, the walls seemed closer, the halls dense with smoke, much different than the actual version. With a nod of encouragement from Princess Luna, Rainbow Dash pushed herself forward. Ahead of her was the smokey apparition of Phantom, peeking around the corner at something. The apparition disappeared as she neared.

On the walls of the narrow hall, charred images sat in faded gold frames. The pictures were of once happy memories: Rainbow Dash and Soarin' at the Royal Wedding; meeting the Wonderbolts after winning the Best Young Flyer competition; she and her friends, which seemed more like memories than actual pictures that were taken. As Rainbow passed each frame, they dissolved into a red mist, disintegrating to the floor below.

Within moments, Rainbow Dash arrived at the same corner the apparition of Phantom had vaporized from. She peeked her head around to look down the other hall, to the door that she already knew lead to a secret tunnel that help her best friend captive. She had been expecting to see some form of Phantom again, not the smokey apparition of herself standing in the tunnel room's entrance. A cold chill ran down the real Rainbow's back. Taking another deep breath of self-encouragement, she turned the corner, slowly moving down the hall.

As she neared the doorway, the apparition of herself also faded away, but more formed from the smoke. One was of Applejack without her hat, saddened by something, sitting on her haunches. She didn't disappear like the others before when Rainbow approached.

"Rainbow," the apparition spoke, its voice echoing eerily, catching Rainbow Dash off guard. "How could ya leave me like that? Because ya weren't there for me, Ah may never come back."

"Applejack," Rainbow gasped. "It wasn't my fault! I didn't know what was going on! There was nothing I could have done! Please, believe me."

"Ah don't." The apparition stubbornly and defiantly looked away from Rainbow Dash, pointing its muzzle to the ceiling. "Yer suppose ta be Loyal, Dash. Ah thought ya were mah friend. Ah guess Ah was wrong." Slowly, the apparition began to fade into the surrounded veil of smoke.

"Wait! Applejack! I'm sorry! Please..." before she could finish, the apparition disappeared completely. She extended a hoof out to where the apparition once was, hoping she would come back. "Don't go..." Rainbow's head dropped down, bringing her gaze to the suddenly interesting and contorted rotted wood floor.

"Miss Dash." Rainbow had expected Luna to be addressing her. When she looked up for the source of the echoing voice, she was surprised to see the apparition of Phantom standing in the doorway, appearing to look her dead in the eyes.

"I... I asked you not to call me that anymore..."

"The severity of the situation requires the proper use of one's title. The simple of the fact of the matter, Rainbow Dash: I was killed, by you."

"No... no I didn't do anything!"

"Exactly, Miss Dash, you did nothing. And because of that, I'm dead. Consider this, if you had not been in any danger in the first place, then there would be no reason for me to be here."

"T-that would mean... that would have meant not saving Twilight..."

"At worst, she would have sustained an injury paramount to yours. Though, it's likely she would have only broken a wing, and seeing as how she is currently incapable of flight anyway, this would have been a suitable alternative. But oh no, you had to be Loyal, you had to be the hero, and because of it, I'm dead."

"Just stop! Okay? Stop! Please!" Rainbow Dash covered her ears, trying to block out the conversation, but nothing was working, his words were piercing through her. She felt a hoof on her back. Turning to identify the source, she saw Princess Luna standing over the scene.

"It's your dream, Rainbow Dash. You are in control."

Rainbow nodded. She didn't have to put up with this, this was her dream, she could choose whether or not it was a nightmare.

She faced Phantom's apparition, closed her eyes, and concentrated. A moment later, she reopened them. Nopony was in front of her any longer, and some of the smoke was beginning to thin out while the walls expanded slightly. A slight smile grew across her muzzle.

"Good work," Princess Luna congratulated her. "Though, we fear the worst is to come."

Rainbow Dash gulped, sharing her fear, then moved on. She expected to encounter something in the tunnel entrance room, only to discover it was empty. The gaping tunnel entrance seemed deeper, darker, more eerie than before. Without hesitation, Rainbow entered.

The only visible source of light illuminating the tunnel came from the rainbow-colored flame of the wall lanterns. The low light was also due in part to the smokey atmosphere. Echoing through the cave, Rainbow could hear a faint call. Without thinking of any possibilities as to what it could have been from, she fearlessly ran forward, following the exact path as her previous time down there. Princess Luna was in hot pursuit after the pegasus, memorizing the path for later.

Rainbow approached the final dip, at bottom of which she had fallen into an underground river earlier, putting her in her current disheveled state. Rainbow followed its path down, subconsciously jumping over a hole that wasn't at the bottom, and continuing up the other side. At the top of the rise, Rainbow Dash came across yet another apparition, this time one of cyan smoke in the form of a pegasus mare, with wisps of rainbow colored smoke for a mane and tail. It was... herself...

The real Rainbow Dash followed the gaze of the apparition, down the tunnel straight to an apparition of Phantom, Cloud Maker and Soarin', all in heated argument, their words blending together in an unrecognizable mess of echoing noise. The apparition of Rainbow Dash stood up, and faced the real one, their muzzles only about a foot from each other.

"Look, Dash," the apparition said in a light, mocking tone. It pointed down the straight to the other apparitions. "Why couldn't you stop this? You had plenty of time. They would have never seen you coming. You could have saved Applejack, saved Phantom."

"I'm not playing this game," the real Rainbow Dash deadpanned. She closed her eyes and tried to force the apparition from her dream, but nothing seemed to work. Opening them, all else had been destroyed, leaving only Rainbow Dash, her specter, and Princess Luna standing alone, surrounded by a blank world of white.

"But you like games..." Its smokey head tilted slightly to the side. "We both do. Don't deny who you are; after all, we are the same pony... I know you better than anypony. So tell me, why didn't you save them?"

"I couldn't... I... I didn't know what to do."

"Yes you did!" yelled the specter. "Don't lie to yourself, Dash. You knew exactly what to do, you had it all planned out. You were going to push Phantom out of the way like you did Twilight, then go after the others, but something stopped you, something kept you in place. What was it?"

"If we're the same pony, shouldn't you already know?"

"Oh, I know... But Princess Luna here doesn't, nor do your friends. Just wait until they hear that the phyiscal representation of Loyalty could be, well, loyal. To her best friend of all ponies, and to the pony that saved her life. Oh that'd be so angry, they'd leave you behind, to drift away on some cloud until you disappeared into the horizon."

"Rainbow," Princess Luna began, "they're lies, don't believe them. We would never do anything to—"

The apparition looked angrily at Princess Luna, it's eyes flashing with white hot anger. In an instant, Princess Luna dissolved into thin air.

"Wha... what did you do?" Rainbow demanded her apparition to explain.

"I vanquished her from our mind, from our place of solace. She was merely getting in the way. If you can't admit why you didn't act in front of her, how can you expect to admit it in front of your friends, let alone yourself? I'm trying to help you, Rainbow."

"What do you want me to say!?"

"Why you left your best friend behind, alone and scared in that dark cavern with those monsters! You did nothing, Rainbow! You laid there and watched it all unfold before you eyes!"

"I didn't do nothing, I went to look for help."

"No! You ran away! Why?"

Rainbow looked away from her subconscious, tears leaking from her eyes. Finally, she had broken herself, she would have to face the facts.

"I was afraid! Okay?" She looked back at her specter, who had a slight smokey smile forming on it's muzzle. "I was... scared..."

Rainbow Dash awoke violently, sweating and crying. Princess Luna was still by her side, looking comforting into her eyes.

"It's okay, Rainbow," she spoke ever so softly. "You need your rest, everything will be better in the morning."

Author's Notes:

Longest chapter yet! Over 5 thousand words! Woo hoo!
Holy Celestia that was an effort... I'm ready for a break, but no! You guys need me! There's so much more to write and so much more to explain! Even though it is homecoming... *yawns*
Clash of Dash, I know you'll 'love' this chapter, but like I said, don't worry about Soarin' too much, much is yet to be reviled.
Moving on, I think a lot happened plot wise with this chapter, I particularly enjoyed writing Rainbow's dream and her battling her own subconscious.
Frankly, I thought that I kinda turned Cloud Maker and Rainbow's specter into sort-of psychopaths...
That poem / lullaby that Princess Luna sang to Rainbow Dash was a creation by myself with the assistance of my best friend, I liked how it turned out since there's basically nothing to model it off of that we could find on the internet.
Coming up: What's going to happen with Applejack and Phantom? Where will Soarin' and Cloud Maker go next? And what'll happen once Rainbow wakes up?"
ps: What do ya guys think thus far? Were do you think I should go with this? Seriously, please tell me because my idea bank is running dry. Even though I have more time to write now that I came out as a Brony, I still need ideas to fuel that writing. But thanks for hanging in so far! You guys are awesome!

Breaching!

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After the magic show had ended, Princess Celestia requested Twilight Sparkle to meet her at her temporary quarters at the Ponyville town hall. There, the two royal ponies sat staring out an open window, the cool night air blowing slightly on the silk curtains.

"I hope she's okay..." Twilight muttered to herself, but apparently too loudly.

"She will be," Princess Celestia replied calmly. "My sister would make a good mother. You have nothing to fear, my faithful student, all will be well."

"I'm just worried, that's all."

"As am I, Twilight, but you must be strong and hope for the best. Emotions are contagious."

"I-I I keep wondering if one of my friends, or me, will be next. First Applejack disappears, then Rainbow Dash and Phantom, her alleged 'body guard.' He obviously didn't do a very good job... I... I feel like there's something important going on that we don't know about."

The celestial Princess sighed. "Twilight, Phantom is one of the most skilled ponies I know, next to your brother. Should anything have happened to him, he must have been facing something greater than himself. He's endured many hardships over the years. I would trust him with my life again on any day." Twilight tilted her head to the side, begging for Princess Celestia to explain what she meant by 'again.' "For another time, my student."

The two Royals directed their attention back outside. A sound of feather flapping could be heard quietly, catching the attention of the alicorns. At first, Twilight thought it was just the breeze flapping the curtains, but the lack of air movement dismissed that. Luna, the Princess of the Night, gracefully glided through the window, looping around the room and landing between the other two alicorns.

"Luna!" Twilight yelled, leaping to her hooves to hug the dark princess, her wings fully erect. "Did you find her? Did you find Rainbow Dash?"

"Yes, Princess Sparkle, we did," Princess Luna responded with a smile.

"Yay!" Twilight happily bounced around in several circles around the royal Alicorns.

"How is she doing?" Celestia asked her sister.

"Not good," Luna's happy expression began to fall. "Not good at all. Soarin' is not the good pony we all thought he was."

Twilight stopped in her tracks, wearing a worried face. "wha-what do you mean? He just took her out on a date this morning. He's a great pony, Rainbow loves him."

"That emotion has been broken, along with the rest of Miss Dash's. She found Applejack, alive, and Phantom, worse so... But... Soarin' is the pony who ponynapped them."

Princess Celestia's usual stead emotion faltered slightly, while her student's reaction was more... extremed... Twilight's wings flared, her horn light up in an azure tone, her eyes widened and turned to a pure white. Dark clouds were forming on the ceiling, the occasional small lightning bolt shooting from them, vibrating the entire town hall with their thunder.

"He... WHAT!?" the librarian raged. "Nopony takes the heart of one of my friends and breaks it. Where. Is. He?"

"I do not know exactly. When I found Rainbow Dash, she had been running away from him and another pony, she didn't know his name. I do know where Applejack and Phantom are." Princess Luna glided to the nearby window, and stared out to the town square. Princess Celestia and Twilight stood next to her, following her gaze to the appropriate old house. "It's the abandoned one, there. There is a tunnel that leads to a series of catacombs."

"Then let's go get his flank..." Twilight growled, preparing a teleportation spell.

"Twilight Sparkle!" Hearing Princess Celestia yell in such a commanding voice at her neutralized every emotion Twilight was currently displaying. For a brief moment, the room was calmer than a snowy, winter plain. "You will do nothing of the sort."

"bu-but we have to go save Applejack! There's no time to waste! That monster could go back at any moment!"

"I understand that, but you must understand that we can not do anything without legal pwemission allowing us to do so. I may be the ruler of Equestria, but I must obey the laws that I made. How do you think the public would react if I expected them to follow laws that I showed no regard for?"

The young alicorn sighed, bowing her head. "You're right, Princess. I'm sorry."

"There is nothing to be sorry about. I understand why you wish to act so quickly, and I myself share that same feeling. Which is why I'm going to have a talk with the mayor and the magistrate, both of whom I am personal friends with, and get a warrant to search the property by morning. Sister, I need you to post your night guards through the town and keep an eye on Soarin'. If he turns up, have him followed. The other Wonderbolts are set to arrive today, and I fear that they may unfortunately be involved in this dreadful conspiracy. And you mentioned another pony that Soarin' was working with? What does he look like?"

"Miss Dash's dreams described him as a green pegasus with a white mane," Luna answered.

"Hmm."

Twilight put a hoof to her chin, struggling to remember his name. She knew she had met him before. Then the memory hit her, just like that pony had hit Rainbow Dash.

"Cloud Maker..." she spoke in realization.

Princess Celestia and Luna nodded. "Then he too is a suspect, and will be treated the same as Soarin'," Celestia instructed Luna. "Can you handle this?"

"Yes. We will begin at once." A sparkling midnight blue smoke encircled the Princess of the Night, twirling around her in a clockwise direction, fully engulfing her. Once it dissipated back into the air, Luna had disappeared.

"Is there anything I can do, Princess?" Twilight asked her mentor.

"A command post for the Royal Guard has been set up near the entrance to the fair grounds, off to the side just as you enter. I need you to go there, find Shining Armor, and inform him of what has happened and of what is going to happen, then tell him to come find me. He needs to get his guards ready for the search warrant, and possible ponyhunt."

Twilight saluted dutifully with her hoof, then used her teleportation spell to quickly travel to the area Princess Celestia had described. Celestia was left alone, staring out of the window at the abandonded house of subject.

"Just hang in there, just a little longer. Help is on the way."

"Ya gotta come up with something!" Applejack yelled to the ceiling, but her words were directed to Phantom. He was laying down next to the wall, opposite of the entrance, while Applejack was pacing back and forth on her clearly marked path in front of it. "Didn't ya say ya were a part of the Royal Guard or somethin' like that?"

"I am," Phantom replied with his usual calmness. He didn't look up to the worried mare, instead keeping his muzzle facing the cell door, and his eyes lightly closed. "In fact, I am one of the best. There's a reason I am in the Intelligence Devision."

"Then if yer so darn intelligent, then why don't ya come up with a way to get the hay outta here?"

"Because your constant gait and prattle are making it very difficult to formulate a plan. Please, stop."

Applejack slowed her pace. Once she came to where she normally would have turned, she stopped and sat on her haunches, keeping both the door and Phantom in view.

"Ah'd never think not knowing what time it is would drive me so crazy."

"It is approximately two in the morning, on the second day of the fair."

There was a pregnant pause between the two, finally broken by Applejack. "H-how do ya know that?"

"The magic show was set to end at around eight p.m. with a grand finale of fireworks; that's what the slight vibration was. I've been keeping track of time since."

"V-Vibration? Ah didn't feel nothin'. An' how are ya able ta keep track of time like that?"

"Intelligence Division, remember? Now quiet, please. I'm trying to think of a way out of this situation without killing anypony."

"So... there's a way out... but it involves somepony dying? It ain't usually my nature to wish harm on other ponies, but after what these two did to use and others they sorta' deserve it."

"I wasn't talking about Soarin' and Cloud Maker dying, I was talking about you, and probably me. Cloud Maker possesses skills I have yet to grasp, and Soarin' is a superior officer with an unknown level of capabilities. Thus far, I have yet to think of a scenario in which we both leave unscathed and without the assistance of the Royal Guard."

"Why wouldn't we need the Royal Guard now?"

"I'm assuming that they currently are not aware of our exact location, though by now they will know I am missing and should be looking for us."

"Ah. So what if we were just to get out? We might be hurt, but we'd still be free."

"That I am also taking into account, but all of the injuries I am imagining would lead to fatality, whether it be directly or indirectly."

"We could rush them, then just, Ah don't know, run, Ah guess?"

Phantom quickly opened his eyes, directing them at Applejack. The sudden contact startled her. She shifted around to get slightly more comfortable.

"You realize that Soarin' is a Wonderbolt, right?" Phantom deadpanned, then sighed. "We don't have many options. I myself thought of that several times, and it’s the leading plan. Though, it's the execution that I'm having troubles with."

"Well, maybe Ah kin help?"

Phantom continued to look at her for a moment, then directed his gaze back at the cell door.

"So far I have this: We figure out a way to ambush them, get you on my back, and I fly us through the catacombs. I didn't see anyway to reopen the secret hatch from here, so we can't go that way. That's another issue: I don't know where the tunnel across from us leads. While you finally slept, I tried my hardest to listen for any sort of sound, and I caught the occasional whisper of rushing water, but it felt like that came from the hole Mis— Rainbow Dash fell down."

"She fell down a hole?"

"Yes. She was watching me when I first arrived outside this cell, but she remained hidden when Cloud Maker showed himself. Then she tried to leave, but I heard her scream. There was another sound with it, too; the sound of rock crumbling. It is likely that she fell down a hole and into an underground river."

"So couldn't we just go down the same hole? End up where she is?"

"That was many hours ago; it's likely she's sought help. If she survived."

"Wh-what do you mean, 'survived'?"

"Rainbow would have been panicking from everything that was going on, nearing the point of an emotional breakdown. That, plus her broken wing, and the shock she likely received from falling into probably hypothermic water moving at a very rapid pace, dropped her chances of survival by a fair amount."

"Oh... ya always have to be so blunt with everything, don't ya?"

"Helps me cope."

Applejack quickly rose to her feet with a cheeky grin. The sudden increase in positive emotion concerned Phantom, but he remained silent.

"I know how we can get out."

Princess Celestia watched out from the town hall balcony she’d stood on the previous day to give her speech to all of Ponyville and residents of the regions near to Equestria over the same, completely filled space. Her eyes were primarily focused on the abandoned building, which had been getting more attention over the past day than it has over the last decade. On the horizon, her sun was justing beginning to shine its light down upon the hazy town. Normally, a few ponies would be about here and there, trying to open their stands and businesses for the new day. But today, the market area was quiet and empty. Some word had managed to spread despite Celestia's best efforts to quell the rumors, which had some ponies keeping their distance from the area. But most were either tired, or hung over from the previous night's parting. Even though the magic show had ended at eight, the fair itself hadn’t closed until just a few hours ago.

The echoing words of a stallion caught her ear's attention. Celestia exited the outside balcony, heading through the door that was behind her into the inner balcony. Below, in the main hall area on the ground floor, stood most of the Royal and Night Guards in Ponyville, all mixed together, their white and black coats mashing together in an effect that caused their colors to meld together. In the center of them all stood Shining Armor and Princess Luna.

"Listen up," Shining Armor spoke in a clear, affirmative voice. The slight bickering amongst the guards quieted down. Satisfied with the silence, Shining continued. "As many of you know, a resident of this town has been missing for two days. We have an idea on her whereabouts, and we just got a search warrant to search the property not far from here. Here's what we know so far. This is Applejack." Shining pointed to a picture of her taken just after the Iron Pony Competition that Princess Luna was holding up in her magic. "She's who was ponynapped.

"There's another," he continued. "One of our own. Staff Sergeant Phantom Knight." Princess Luna help up another picture, this one of Phantom, standing in front of the Equestrian flag, wearing his official uniform which was similar to Shining Armors, except blue with a gold sash and white color and hoof cuffs. "He too, is missing. We believe they are both being held at the same location. We also believe that both were kidnapped by the same two ponies, a green pegasus stallion named Cloud Maker, who was a white mane, and none other than the second in command of the Wonderbolts, Soarin' Skies."

There was a slight ripple of noise through the group of guards, quieted by Shining's raise hoof.

"Since this is Royal Guard jurisdiction," this time Princess Luna was speaking, "they will be taking the lead, while my Night Guards will be on support. The Royal Guard will breach the house, and search for what they can pertaining the situation, and attempt to located Applejack and Phantom. The Night Guard, however, will maintain several perimeters to keep the town and the outlining area secure in the event somepony attempts an escape. The first will be around the abandoned house and outlining block. The second will be around all of Ponyville. Patrols will be stationed throughout town, the fairgrounds, the homes of the other Elements of Harmony, and in the Everfree Forest. Understood?"

All of the ponies nodded in agreement.

"Alright then, let's move out!"

All of the guards began to run out of the building, Shining Armor and Princess Luna merely walked out, each sending an encouraging glance to Princess Celestia, who nodded in reply.

A few minutes later, the abandoned home was surrounded by Royal and Night Guards. Princess Luna hovered above the scene in the form of Nightmare Moon, with Shining Armor standing in front of the door, clad in full armor. He rapped on the door demandingly with a hoof.

"This is the Equestrian Royal Guard. All occupants of this building are ordered to surrender at once." There was a pregnant pause. Shining looked to the groups of guards stacked up on either side of the door, nodding to them.

One of the guards stepped in Shining Armor's place in front of the door, turning so his back faced it. "Ready," he explained in a low tone.

"Go." Shining commanded.

"Breaching!" The front door didn't have time to creak open as it was bucked off of its hinges.

Rainbow Dash awoke in a familiar, comforting place. Her room. Its white, puffy walls reminding her of better times, of when she could fly. It was a surprise that she didn't start wondering how she was even going to get down. She looked around, to confirm it was her room.

There was a small, bookshelf in the corner, that only held Daring Do books and the old learning-how-to-fly books she had received from her parents and loaned to Twilight. She looked around some more, and saw several things she didn't want to. The Wonderbolts posters on her walls, and her bed covers. Slowly, she got up and tore them down, and turned her sheets upside down. On her nightstand, she set the autographed Wonderbolts photo face down.

Rainbow rubbed the sleep out of her eyes, then left her room, going across the hall to the bathroom. She mindlessly stepped into the shower and turned it on. It took a moment of standing blankly under the running water to start cleaning herself, let alone realizing that she was still wearing her bandage. Using her teeth, slowly Rainbow pulled the wet bandages off, tossing them lazily to the floor. Her wing was in the worst state than it probably had ever been before. Four out of five feathers were rumpled and out of place. Reddish scrapes and scars still lined the wing. Slowly, she stretched it around, allowing the water to cover it all, pain shooting through her join as she did so.

Should NOT have done that... Rainbow griped to herself.

Fifteen to twenty minutes later, Rainbow completed her shower. Drying herself off reluctantly with a Wonderbolts towel, she quickly brushed her mane and tail, then stared at herself in the mirror. Looking into her own eyes, she contemplated what had happened over the past several days. Chrysalis trying to kill her on her birthday, Applejack going missing, Phantom dying in front of her, her idol trying to kill her, and the rest of the Wonderbolts, who might also be in on the conspiracy, were arriving that day. Her stomach growled, reminding her that she hadn't even eaten at all that previous day. Dash headed down stairs in search of food.

But food found her first. It was waiting for her on the table in her kitchen, a hefty breakfast at that. Milk, oranges, apples, waffles, basically everything on every breakfast menu. A cloud chair was already pulled out for her, waiting for her to sit. In front of the chair, between it and the food, a space was cleared out for a note, which seemed to be covering something. Rainbow picked it up, and began reading.

Dear Rainbow Dash,
We took you home once you fell asleep again, and went to inform my sister of what has happened. All will be settled, she is having Shining Armor gather the guards to go free your friends in the morning.
Know this, Rainbow Dash: You are never on your own, you are never alone. We, Celestia, Shining, your friends and I will always be here for you. Don't be afraid to tell your friends what's on your mind. Nopony will think you're a failure. Don't leave us behind. We are here for you, we always will be. If you ever need a hoof, we'll be there to help you through you worst nightmares.
You're not the only one who's Loyal,
-Luna

Rainbow smiled to herself, the words of encouragement uplifting her. A glint of red caught her eye. She looked past the note at where the note had just been lying, it was covering a necklace. The Element of Loyalty. Her smile grew larger.

Author's Notes:

Ding ding ding ding! Update! Good god I'm tired... Even though several days have passed since my last update, I did nothing. Homecoming came to a head over the past couple days so I didn't have time to write. Luckily though, over that time ideas built up and built up so when I sat down on my laptop today I managed to shell out an entire chapter! Woot!
Like I said in my blog that I doubt anypony here read... I'm temporarily putting the story on hold while I do some editing. I'm going to go through the chapters and put some spacing between the paragraphs like I did here to make them look cleaner, then I'm going to do a complete rewrite of my first story, Birthday Dash, since it has absolutely dreadful writing... I don't know how long it'll take, a few days at least, so I don't think the next update will come until late, late September, early October.
Hope you guys stick around and don't forget about me!
ps - if anyone post a suggestion of where I can take this story in the comments along with a story related question I'll send you a message of the name of the sequel to this story (I've decided that's what I'm going to do after this) though it may not be significant, BUT I will also answer you question should I deep it not to reveal too many spoilers, so ask wisely.
Thanks guys!

Chase

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"One of my agents has informed me that the Royal Guard is preparing to mobilize against us," Cloud Maker spoke, his voice echoing through the dimly lit catacombs. "We'll need an escape plan."

"I have an idea," Soarin' replied, "but..."

"But?"

"You haven't exactly been fond of my plans, lately."

"I was angry then. Now? I'm desperate and running out of options. Capture can not be one."

"Okay then, but we'll have to have some help. We'll need to get in touch with some of your contacts."

"This sounds interesting... Fill me in."

"Simple, sir. They're looking for us, so they're going to find us... There are some rather... important... details to go over to make it seem legitimate."

"If you're going where I think you are with this plan, then you may just redeem yourself."

"Get ready," Phantom whispered, "I hear them coming."

"Don't worry 'bout me, s'long as you're ready," Applejack replied sternly.

Phantom sighed, then flew up to the ceiling above the cell door and hovered there. He flipped himself over onto his back and grabbed hold of the rocky roof as best he cold, suspended in the air without the use of his wings. That darkness of his coat and mane allowed him to blend into the shadows well. "I still don't like this plan; it's too brash, too brutish."

"Well it's all we got, so deal with it."

Applejack went to the far side of the room, opposite of the cell door, and collapsed. As much as Phantom didn't want to admit it, she was right. This was the only somewhat reasonable option that they could come up with. Applejack's plan was this: to have her go to the far side of the room, essentially play dead, and have Phantom lie in wait above the cell doors for Cloud Maker and Soarin' to rush in to check on her, and pounce on Soarin'. Unfortunately for Phantom, the precarious position he was set in was difficult and strenuous to maintain.

Minutes that seemed ever so longer came, then went. Finally, voices echoed through the tunnels.

"..nds like it could..., good job, Soarin'."

"Than... so long as the agents..."

As the voices got closer, their words became more clear and understandable.

"We know all of the important details, sir," said Soarin'. "Should we be interrogated, we should be able to easily fool them."

"The job you've tasked us isn't that difficult, we should be able to complete it without any hassle," Cloud Maker spoke.

Are... Phantom began to think to himself. Are they talking to another pony? He listened closely, trying to block out their words so he could hear something else. It sounded almost as if there were four sets of hooves moving town the tunnel. But before he could focus on it any longer, the voices were just next to the cell door.

"For some of us, it is," Soarin' commented.

"Yeah, ha ha," Cloud Maker laughed. "Like when Eon failed miserably to impersonate Rainbow Dash in front of her friends?"

"Haha, 'What's special about today?' 'Uhh... it's Tuesday?' Ha ha ha!" Both ponies broke out in intense laughter.

"That's what happens when you miss the briefing... Guess we should get the prisoners now, eh?"

"Let's get this over with, I'd like to get back to the Hive— Hey!" Soarin' had apparently seen Applejack laying limp on the rock floor. "Wake up." Applejack, per the plan, didn't budge. Soarin' sighed with growing frustration. A metallic thud echoed out as the door was unlocked and slid open. Soarin' stepped in, making his way towards Applejack, while Cloud Maker stood in the doorway. "I said, 'Wake up!'" The pegasus brought his hoof up as if he were about to slam it down on Applejack's side.

"I-I don't think you should do that..." Cloud Maker warned. Soarin' seemed to hesitate for a moment, and a moment is all Phantom and Applejack needed to act on their plan.

"AJ, now!" Phantom yelled, pushing himself off of the ceiling and using his wings to propel himself as hard as he could, slamming directly into Cloud Maker's back. The green pegasus had no time to react. Under Phantom's impact, his legs buckled, and he slammed into the floor. The sudden racket caught Soarin's attention, who turned to see what the disturbance was. Applejack took this time to quickly hop to her hooves, and use her powerful working legs to buck the side of Soarin', who was sent flying, without the use of his wings, to the other side of the cell, cracking the rock wall.

Cloud Maker struggled with Phantom, but managed to reverse their positions. Phantom kicked him off, and allowed himself the moment to rise to his hooves. "Let's go!" he commanded Applejack before planting on last blow on Cloud Maker's jaw. Soarin' was just beginning to recover.

"Ya don't have ta tell me twice," Applejack replied, hastily galloping towards the cell door. "Which way?"

Phantom met her in the rock corridor, looked left, then right. The tunnel leading to the left led to where he originally entered the catacombs from, and back to the house, but he didn't know if it would be possible to open the trap door from this side, plus it's possible that the path caved in when Rainbow fell through earlier. The tunnel leading to the left, however, was a complete unknown except that that's where Soarin' and Cloud Maker had come from, and that there was a watery breeze emanating from that direction. The fact that Soarin' was getting ready to pounce on the pair sped up his decision-making process, rather brashly, too.

Phantom grabbed hold of Applejack's hoof, and pulled her down the left tunnel just as Soarin' leaped, then smacked face first into the opposite wall. The famous pegasus slid down it with a groan.

"After them!" Cloud Maker yelled, galloping into the hall after the escaping prisoners.

Phantom was surprised to see that Applejack was managing to keep up. Though he was a pegasus, and regarded himself as a fast and skilled flyer, he also considered himself an equally skilled runner and had expected Applejack to start to fall behind. He was delightfully disappointed to see her match his pace. His attention quickly returned forward for fear of running into something and causing himself a large amount of pain, like what Soarin' was probably experiencing at this moment.

The dark tunnel went by quickly, with only oil lanterns every fifteen or twenty feet to gauge distance by. First the tunnel dipped down, then back up, slightly to the left, then a sharp turn to the right, then slightly to the left. It kept going for what seemed like miles in twisting, seemingly random, directions. Soarin' and Cloud Maker stayed hot on the hooves of Phantom and Applejack. Phantom thought that Soarin' surely would have caught up to them by now, seeing as how he was a part of the most elite flyer group in all of Equestria, but he figured that the tunnel must have been slowing him down.

"Ya hear that?" Applejack asked.

"Hear what?" Phantom replied. "The ponies that are currently chasing after us with the intent to kill? Yeah, I hear that."

"No no no no, the water."

Phantom listened closely. Over the sound of their own galloping and the flapping of the wings of the pagasi behind then, he could faintly hear the sound of rushing water, and it was slowly becoming louder. He sniffed the air. "I hear it alright, and smell it too. We're getting closer."

"Think it's a way out?"

"It might be the same river that Rainbow fell into. If so, then we may be able to find her. But I will also accept a way out."

Both of their paces picked up. Phantom could feel floating pellets of water hitting him, and the sound was nearing a deafening level. They were getting extremely close. The weaving tunnel was beginning to lighten up. Phantom and Applejack were nearly blinded by light after they made a sharp left turn. What Phantom could see was the falling white water that cut off their path. Only one thought came to mind.

"Get on my back!" Phantom commanded.

"What!?"

"Get on my back! That's a waterfall up ahead, I have a plan. You have to trust me."

"But Soarin' couldn't even keep RD on his back, and she nearly died!"

"I also told you that Soarin' did that on purpose, and I'm not Soarin'! Get on!" Phantom dipped one side of his body closer to the ground, offering a way on for Applejack. She hesitantly took it, running near to him and putting a foreleg over his back for support before jumping the rest of the way on. She lay square against his back, her forelegs wrapped tightly around his neck. Phantom extended his wings just before the waterfall, and shouted one final warning to Applejack before jumping. "Hold on tight!"

"Breaching!"

The rotted wooden door that once belonged to the front of the old, abandoned house exploded open in a shower of splinters. Royal Guards flooded in through the newly created opening. The Stallions in White spread through all of the rooms and halls, shouting 'clear' once they noted it was secure. In less than a minute, the entire building, the attic, second floor, ground floor, and cellar were secured. Shining Armor stepped in to examine the first room moments after the final call.

"Princess Luna?" Shining Armor called outside, barely turning his gaze from the details of the inside of the building.

"Yes, Captain Armor?" Luna asked, swooping in through what used to be the front door.

"Rainbow Dash's dream led you to the tunnel entrance, so you're the only pony who knows where it is. Lead the way."

Luna confidently led Shining Armor and a small group of Royal Guards down the musky halls and straight towards the secret tunnel entrance. The small room that called the sealed entrance home first appeared baren, devoid of anything. Luna appeared stumped.

"We... we do not know how to open it. In Ms. Dash's dream, it was already opened."

"Allow me..." Shining spoke with a grin, stepping to Luna's side. He aimed his horn at the floor, and fired a powerful, explosive spell. The tiny room was quickly engulfed in flying rock and debris. When the dust settled, the entire floor had been blown open, revealing the tunnel entrance. "After you, Princess."

Luna nodded, then headed into the depths of the catacombs. She followed the path traveled by Rainbow Dash in her dream, but this time it seemed to go by quicker; it's possible that Rainbow's dream exaggerated the distance. The Princess and the guards arrived at the final dip, hopping over the hole Rainbow fell through earlier, and moved up into the main hall of the tunnel.

"Signs of a struggle," Princess Luna pointed out, glancing at the scrapes along the floors, several feathers of varying colors, and the small impact crater on the side of the wall opposite of the cell door. Shining's guards rushed forward and into the cell, securing it instantly.

"Empty, sir," one of the guards came out to report to his Captain.

"We didn't come across them on our way in," Shining pointed out the obvious, more rambling to himself than speaking to anypony specifically. "So they must have gone ahead of us."

"The scuff marks look fresh, too," Luna indicated.

"Then let's get a move on!" Shining led the charge forward, taking off at full gallop with his guards behind him. Princess Luna flew just above their heads, skimming the rocky ceiling, listening for any sounds that might help them. They traveled through the tunnels as fast as they could, the twists and turns slowing them down. The group felt like they had been running for miles when they finally came to a halt just feet away from the waterfall, its mist blowing in on them.

"Are we sure they came this way?" Princess Luna yelled over the noise of the falling water.

"The tracks came this way," Shining replied, pointing to the hoofprints behind them, "but stop just before the waterfall."

"Could they have taken flight?"

"I hope not. If they did, then we lose the trail. Can't you use your mind, sense, thingy, to track them? Like you did with Rainbow Dash?"

"Miss Dash was asleep. The ponies we are looking for are not. I can only find them if they are."

"Oh hay..." The group of ponies either looked around, or stared at the waterfall.

"Sir," spoke one of the Royal Guards, "there's a side path here." Shining looked over to where the guard was pointing. A very small ledge that jutted out about a foot extended along the side of the rock face and down to the shore below. Most of his guards were pegasi, but he and the remaining others were not, so this would be their way down.

"Let's go."

It took several minutes for the guards who were incapable of flight to traverse down the unstable ledge. While she was waiting, Princess Luna took to the skies and flew around the area, trying to locate Phantom and Applejack. One of her Night Guards flew up by her side, bowing in the air before speaking.

"Princess Luna, ma'am," he began happily. "We've located the missing ponies, but the suspects are chasing after them. That Guard, Phantom? He's carrying that mare on his back, but he's getting tired. It's only a matter of time before the suspects catch up to them."

Luna nodded. "Understood, where are they?"

"Heading towards the apple orchard, just to the east."

"Very well. Inform Captain Armor of this development, and of their location. Also, inform him that we are on our way there."

The Night Guard saluted. "Yes, ma'am."

Applejack's weight was becoming too much for Phantom. His hooves began to skim along the grass. Sweat rolled down his face as he panted heavily.

"Cant... keep... going..." Phantom gasped for air.

Applejack looked behind them, at Soarin' and Cloud Maker who were still a hundred or so feet back, but were slowly gaining on them.

"Ya gotta keep goin'!" she encouraged. "If you stop they'll catch us. We're going faster now than if we were on our hooves!"

"Trying... can't... too heavy..."

"C'mon! We're almost there!"

"Hang... on..." Phantom fell lower to the ground, his hooves and knees dragging along before he finally crashed, sliding on his belly, chest, and face along the ground, leaving a trench in his wake. "You... okay?"

"Yeah, now c'mon they're almost here! We gotta go!"

Phantom stayed in the trench he’d created and relaxed, exhausted and depleted of energy. "Get... off.... please..." he managed to mumble between gasps of air.

Applejack leapt in front of Phantom, bent down and yelled into his face. "They're comin', Phantom! We gotta go before they catch us."

"Too late, my dear." Soarin' growled. A cold chill ran town Applejack's back. She hesitantly raised her head. Soarin' was hovering above her and Phantom, while Cloud Maker circled them like a hungry vulture. Applejack immediately took a defensive stance, ready to buck the life out of which ever one came for them. Phantom slowly stood on wobbly legs, trying his best to show he was still capable of resistance.

"You... you could have caught us before we even left the cave..." Phantom spoke towards Soarin', regaining his breath. "Why didn't you?"

There was a hesitant pause. "I... I guess I just wanted the thrill of the chase."

"Well, the chase is over, then. So, are you going to kill us now?"

"Uh, what're ya doin'?" Applejack whispered to him.

"Gathering intel," he whispered back.

"Why? They're going to kill us anyway."

"Not if I can stall them long enough for help to get here. We passed a Night Guard patrol, so help will be on the way. Besides, my gut is telling me they won't kill us. There's someone pulling these guys' strings, and I want to know who." Phantom turned his attention to Cloud Maker, speaking in a normal tone. "So why haven't you killed us yet? What are you waiting for?"

The question seemed to stump the green stallion for a moment. "We have plans that require the two of you to live."

"I see. And what of Rainbow Dash?" This time Phantom was directing his words back to Soarin'. "She looked up to you, and you killed her?"

"She escaped, actually."

"Escaped? She outran a Wonderbolt who was likely flying after her? Impressive."

"She didn't outrun, she out... turned me. I guess."

"I see. So who's your boss?"

"We have no boss, we're working on our own to conquer Equestria."

"Queen Chrysalis, and Discord themselves couldn't conquer Equestria. How am I to believe that you'll succeed?"

"Trust me, we will."

"No," came a new voice, "you won't." Everypony looked to the skies above Soarin'. There, Princess Luna was descending, a ring of Night Guards surrounded the group of ponies below. "Soarin' Skies, Cloud Maker, by order of myself and my sister, Princess Celestia, you are hereby placed under arrest."

Instead of resisting or attempting to flee, Soarin' and Cloud Maker merely smiled.

Rainbow Dash happily stepped off of the last step in the cloud stairs that Luna had made for her, happy that she could get from her home to the ground without any direct assistance from anypony. Luna was right, too. She was the Element of Loyalty, and she was going to prove that to her friends. Wearing said Element around her neck, and with a belly full of food, she was ready to head into town and deal with this conspiracy. Just as she took her first steps towards town, her journey was interrupted.

"Dashie!"

Rainbow attempted to turn towards the source of the excited mare's call, but was tackled to the ground in a flurry of bright pink hair. A moment later, Rainbow found herself on her back, looking up into a pink head with deep blue eyes.

"Dashie!" Pinkie Pie cheered, hugging her friend. "I knew you'd be back! I knew it! I knew it! I knew it! So when I heard that Princess Luna took you home I waited out here for you to come down! I would have gone up there but I'm not a pegasus so I can't walk on clouds and Twilight is with Princess Celestia at the fair right now so she can't give me a spell to walk on clouds otherwise I would have surprised you sooner! But now you’re back and I was right because I just knew you'd be back and okay! Now we can throw a party to celebrate, and I won't invite that meanie-head Soarin' or that other meanie-head Cloud Maker."

"Pinkie..." the pegasus moaned.

"It'll be better than your birthday! I'll make sure nopony messes this one up! No Changelings, no ponies trying to take your parents, no problems what-so-ever. It'll be a super-happy-fun-awesome time!"

"Pinkie!"

"Yeah, Dashie?"

"You're still standing on me..."

Pinkie Pie looked down, suddenly realizing that she was, in fact, standing atop of her friend’s chest. She quickly hopped off, giggling to herself. "Oh, sorry."

"It's okay." Rainbow groaned, standing up and feeling a sudden spike of pain zip through her unbandaged, injured wing. Checking to make sure it was okay, she noted several healing scars easily visible, running along the feathers. Still, it felt worse than it looked. "Hey, Pinkie, where did you say Twilight was? I need to give her back the Element that Princess Luna left for me."

"Her and Princess Celestia went to the fair to catch the begining of the archery competition. I think they should be there by now... Oh! I need to talk to Rarity about the awesome decorations we need to get for the party!"

Rainbow opened her mouth to speak, but by the time words formulated, Pinkie had disappeared in a blur of pink hair, off towards Rarity's shop. "T-thanks..."

Rainbow stepped through the main gates to the fair grounds for the first time, and was awed. It was much larger than she would have thought, and bustling with enough ponies to almost convince her she was in Canterlot. She followed the general flow of the crowd, hoping that they would lead her to wherever the archery competition was being held.

Soon, she arrived at an open, grassy field, surrounded by banners and flanked by stands for the crowds on three sides. Circular, wooden targets were set up on the side of the field that didn't have any bleachers. Across from the targets, ponies with bows and quivers were taking practice shots, warming up for the coming competition. Moving behind the archers, Rainbow saw Princess Celestia and Twilight, speaking to the competitors individually. Rainbow headed towards them, following a pair of Royal Guards who seemed to be heading the same direction. The pegasus tried to hide behind the two guards, trying to get close enough to surprise her unsuspecting friend, but only a few yards away, the wind picked up and blew bits of her rainbow mane and tail to the side.

"Rainbow!" Twilight cheered, using her magic to pull her friend out from behind the guards, and into a hug. She looked over her friend, seemingly to make sure it really was her. "Where's your bandage?"

"I took it off." Rainbow shrugged. "Guess I forgot to put another one on."

"Rainbow... you know that's not good. You need to keep it wrapped up and protected so nothing happens..."

"I know... but I hate that stupid bandage. I can't do anything with it on."

"And with it off, it'll be even longer before you can fly again. Do you want that?"

"No..."

"Okay, then next chance we get we're getting your wing bandaged. Though, I'll admit it does look better than I had expected."

Princess Celestia cantered over to join the conversation after finishing one with a competitor. "Hello, Rainbow Dash, it's good to see you once more." Rainbow bowed slightly. "I hope you're feeling better than you did last night?"

"Yes, Princess, I definitely feel a lot better."

"Good to hear. I see you brought your Element of Loyalty." Rainbow nodded. "And don't worry, the Guard is on there way to arrest Soarin' and Cloud Maker as we speak, and they're looking for Applejack."

"W-what about Phantom?"

"We're looking for him too. Thanks to you and my sister, we believe we know where they are. We should receive word about them some time soon—"

"Princess, watch out!" a stallion voice yelled, cutting Princess Celestia off mid-sentence. The group of mares looked for the source of the voice. Celestia had expected it to be on of her guards, but it didn't sound like one she was familiar with. When the ponies looked, they saw that a guard was froze in place, just a few feet behind Princess Celestia, his mouth open, eyes wide, and a bladed weapon in fetlock. Protruding from his side was a wooden arrow with emerald green fletching, a trickle of blood flowing from the entry wound. Everypony looked on in horror as the guard fell limply to the grass. The crowd had seen what occurred, and was now running and screaming in terror.

A second guard was standing next to the one who was just shot. He also had a bladed weapon in hand, an evil look on his muzzle, and was approaching the Princess.

"What are you doing?" Princess Celestia demanded the guard to answer. He said nothing. "How dare you draw a weapon on me?" Her horn, along with Twilight's, began to glow, readying for an attack. "Stand. Down." Celestia ordered.

"Time for new leadership..." the guard taunted. Just as he lunged forward, he fell to the ground, an arrow identical to the first stuck in his side. A new stallion approached the two dead guards. He was a white-coated earth pony with a silver mane, and a cutie mark depicting a wooden arrow with green fletching being shot from a bow. Slung over his back, was a bow and a collection of arrows in a quiver. Twilight leapt in front of Princess Celestia, her horn charged and ready, Rainbow at her side.

"Stay back," the pair warned the stallion, who stopped in place and stared at them with his sapphire eyes.

"Twiley, wait!" Shining yelled, charging down to the scene from the dispersing crowd. Twilight and Rainbow deflated instantly, looking at second white stallion who was arriving on scene. Shining immediately gravitated towards the other white stallion, getting inches away from his muzzle. "You have approximately three seconds to explain to me what just happened, Corporal!" he yelled.

"Corporal?" Rainbow and Twilight gasped in unison.

"Captain," the Corporal began to explain, "these guards were attempting to assassinate Princess Celestia. Though my orders were to protect Princess Sparkle, I assumed you would accept this intervention as well."

"Shining..." Twilight spoke. "Who is this? Why were his orders to protect me?"

Shining sighed. "Twiley, you remember how I told you Phantom was Rainbow Dash's bodyguard? Well, this is Archer, your bodyguard." He indicated towards the second white stallion, Archer, who nodded at the mares. "Any idea why they would suddenly do something like this?"

"Well, sir, I don't believe they're actually guards."

"How do you mean?"

Archer stepped over to the first guard he shot, wrapped his fetlock around the shaft of the air imbedded in the side of the guard's armor, and easily pulled it out, its tip a crimson color. "Our standard armor is made of steel. This arrow can not penetrate steel." Archer threw the arrow haphazardly to the ground.

"Hmm..." Shining's horn lit up, and emanated a quick, blinding flash. When it ended, something was different about the scene. The bodies of the guards were different. Instead of the once peaceful, stern-looking stallions they once were, now, they were... Changelings...

Rainbow took several steps back, horror being the predominate expression on her muzzle. "No..."

Author's Notes:

Update!
Getting right to it: Sorry it took so long. As I said awhile back, I took a small hiatus to work on Birthday Dash, which, turned into a dismal failure, but served it's purpose as a prologue, whose intention will be revealed in the next few chapters. Sadly though, those next few chapters, will likely be the last.
Yes, Broken Feathers is coming to an end...
BUT... Broken Feathers: Equestrian North is the sequel to this story, and I've already begun to write notes for. So, I'll be hurrying to finish this story, then dive right into the next one!
Moving on: This chapter is longer than most others, and a lot has happened in it, story wise, which is always my intentions! Yay! Though, there is a fair bit more dialogue than I would have preferred, but, that's how I write so I (and you) will deal with it.
Archer was FINALLY introduced... I had been holding back this moment for awhile, waiting for a good time to do it so this seemed as good as any. If you're wondering, he is/was supposed to be a main character. If he's not in this one, he certainly will in the next story. I still have one more character I want to reveal but I don't know if I'll do it now, or wait for the sequel.
Also, I plan on ending this story with a 'shocker' of an ending. Hopefully, y'all will understand the significance of it and have the intended reactions, serving your memories prove useful, but don't fear, I'll provide enough details to hopefully ring those bells of yours.
Hope you guys enjoyed this chapter, and the overal story thus far!
Up next: There's a slight change in plans...

Change of Plans

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Phantom stood outside of a wooden door, in the middle of a blank, undecorated hallway inside the Ponyville Guardhouse. He took a moment to collect his thoughts, and several deep breaths, then entered.

The room was completely white, from top to bottom, wall to wall, except for the one-way mirror that occupied most of one wall. In the center of this room was the once respected pegasus stallion known as Soarin'. He was shackled to the floor by heavy, steel weights, with bindings around his wings and legs. The only movement he was capable of was with his head. All Soarin' did when Phantom entered was continue to stare at his reflection in the mirror, smiling to himself. He had been doing that since being brought there.

"I think it's safe to say that your career as a Wonderbolt is at an end," Phantom spoke. He was hoping for some sort of a response, but got nothing. "If you want to talk, your opportunity is now. You're being charged with conspiracy against the crown, attempted murder, aggravated assault, attempted murder of a member of the Royal Guard, and ponynapping, so I'll probably be one of the last ponies you ever talk to, or even see for that matter."

"Except for those in the trial. And my lawyer. I have rights, you know." Soarin' finally spoke, his voice deeper and slower than normal.

Phantom started circling him, menacingly. After a couple of rotations, he stopped and whispered into his ear, "You're being detained as a terrorist," then moved back in front of the mirror, blocking Soarin's reflection. "You. Have. No. Rights."

"Is that so?"

"Very. Now answer my questions. Why have you embarked on this worthless endeavor? You know you'll never succeed, right?"

"It's not worthless, we will succeed. As for why, well, Princess Celestia has been in power for over a thousand years; it's time for some new, better blood. The Equestrian military is just sitting in their bases, doing nothing. We have a perfectly capable army, and more magic than any other nation. We could easily take over the world, but no, Celestia is worried about other ponies’ feelings."

"Hm. Who's 'we'? I'm not talking about Cloud Maker either, I know there's more than just you two."

"We are everywhere. We are everypony. We are everything. You will never stop us."

"Sure we won't... Why did you target Rainbow Dash and Applejack? Why not somepony like Fluttershy?"

"Rainbow is the strongest of the Elements of Harmony. If we took her out first, then we'd have no opposition left between us and the dearest Princesses. Unfortunately, I failed in my first attempt to kill that witch, and as a result, security was increased. So, Cloud and I went for the next strongest, one who wouldn't have any security for awhile. Once we ponynapped her though, I managed to get some time to try to kill Rainbow again, but you had to follow me, didn't you? If you had just stayed away, and Rainbow had gone to lunch like she should have, then there wouldn't have been a mess like this."

"Okay then... What is the Hive?" Silence was the answer. "Oh, now we're getting into the good information. I'll ask you again. What is the Hive?" Still, silence. "Now we get into my favorite part about not existing... the rules don't apply..." Phantom raised his hoof to strike Soarin' across the muzzle, but was stopped by a knocking at the door. The bi-colored stallion sighed, and calmly headed to the door, opening it up and stepping out into the hall slowly.

Just before he closed the door, he heard Soarin' mock; "Long live the Queen."

Shining Armor stood waiting. "Captain," Phantom greeted.

"Staff Sergeant, it's good to see that you're alright. I'm assuming Applejack is also alright?"

"Yes sir, I sent her home to get some rest with her family."

"Good, good. How's the prisoner doing?"

"He's telling me things I already knew, trying to spin me around in circles. When we were in the caves however, I heard them mention something about a 'Hive', but he hasn't yet explained that to me."

"Well, maybe I can."

"Sir?"

"Follow me." Shining turned around and followed the hallway back a few feet to yet another wooden door. Phantom followed him inside the observation room for the interrogation area.

"Phantom!" The stallion whose name was called was surprised to see Rainbow Dash rush to embrace him, considering what was known as he normal attitude. "I'm so happy you're okay!." She quickly realized what she had said and backed off, sheepishly rubbing her mane. "I mean, it's cool that you're alright. I-I saw you get hit with that board and thought..."

"It's okay, Miss Dash," Phantom calmed her. "I've taken worse hits, trust me."

"I thought I told you not to call me 'Miss Dash' anymore," Rainbow deadpanned.

"Oh, I guess I got hit worse than I thought..." Phantom looked around the observation room to see the other occupants. First he saw Twilight Sparkle, with Princess Celestia at her side, both were staring into the interrogation room at Soarin'. Behind them, he saw Archer. "What happened?" he asked the earth pony. "Something happened if you've revealed yourself."

"Two Changelings posing as Royal Guards attempted to assassinate Princess Celestia," Archer replied. "I intervened."

"Changelings!?" Phantom gasped, showing an unusual level of emotion.

"Changelings," Shining Armor confirmed. He positioned himself in front of the mirror and motion Phantom to stand next to him. Together, the two ponies stared at Soarin'. "Like this one." Shining's horn lit up. After a brief, blinding flash of light, Soarin' was no longer Soarin', and instead a Changeling sat in his place.

"So, Changelings are behind this?"

"I believe they have a major part in it. We're looking in to see if Soarin' was even involved in the first place. The Wonderbolts are supposed to arrive today so we will have a chance to question them, though they won't be here long."

"May I ask why?"

"They won't have anypony to perform for," Princess Celestia explained. "I'm having the fair cancelled."

"If Changelings are involved in this conspiracy," Shining Armor continued, "then nopony is safe. The more ponies and here, the easier it is for the Changelings to slip in. They even managed to pose as some of our most elite guards. They're becoming stronger."

"Hm..." Phantom thought for a moment. "This explains what he was talking about when he mentioned this 'Hive'. Is it safe to assume that Queen Chrysalis is behind this?"

"Well duh!" Rainbow laughed. "She already tried once, and nearly killed me doing it."

"I see. But shouldn't she be dead, though? From the story I've heard, she was caught in the cave collapse."

"That was the last anypony saw of her," Twilight said. "Chrysalis has such a strong connection to the Changelings that I believe her death would greatly affect them... They seem fine, maybe even stronger, so I don't really think she's dead. I would bet she's hiding somewhere, building up her strength and her army."

"There's only one way to find out the truth." Celestia looked at Phantom. "I'm having a small, specialized team put together to investigate this Changeling threat."

"Okay... I'm assuming there's a reason you're telling me?" the pegasus questioned.

"Why yes, you're going to be the leader. You'll have all of the resources you need and the full weight of the Equestrian government behind you. I'm calling it 'Task Force 247'. You'll pick the team of four, including yourself."

"Just four?"

"Task Force 247 will require a large amount of resources, so the smaller the better. Do you know who you want on your team?"

"Archer." Archer nodded with a smile. "Stryker, where ever he is, and..." Phantom paused for a moment. "I-I don't know anypony else."

"Then I will appoint my best guard to you. Your first assign—"

"I'll go," Rainbow Dash interrupted. Everypony looked at her, confused. "I'll go on his team."

"No," Phantom responded coldly.

"But—"

"No. You're injured, emotionally and psychologically traumatized, and moreover, untrained. On top of those, you would be required to enlist in the Equestrian Guard, which would severely hamper your aspirations to become a Wonderbolt."

"T-thats the thing... After what's happened... I... I..." Everypony waited anxiously for what she had to say. Twilight slowly moved closer. "I don't think I want to be a Wonderbolt anymore..."

Twilight gasped, rushing to her friend’s side. "Rainbow, you can't be serious! You've wanted to be a Wonderbolt your entire life and you’re going to let one pony change that?"

"No just one pony. My idol. The reason I wanted to be come a Wonderbolt, to become like him. Now I see what he truly is, and I don't want to become that. I... I think that I want to be a guard, like my dad."

"Your dad was a guard?"

"Yeah but... he was always at a desk in Cloudsdale. Still, I think I want to be a Guard."

"Well then," Princess Celestia said, "if your mind is made up, I can have you put on the team as a probationary-guard until you’re capable of attending proper training. Phantom," Celestia turned her attention from Rainbow to him, "do you have any issues with this course of action?"

"No, your highness. I will not go against your wishes."

"Very well. I will have Stryker brought here and then brief you all on your first assignment."

"We're starting now?"

"Yes. Changelings are threatening this town, so we need to get to work as soon as possible. So, I'm sending you to where this nightmare began, a cave in the Everfree Forest, where Queen Chrysalis was last seen."

Rainbow gulped, hard.

Rainbow Dash, Phantom, and Archer stood outside of the collapsed cave entrance, waiting for Stryker to clear it.

Stryker was a tan-coated unicorn stallion, with a black mane and tail, and a large black spot on his back that resembled a saddle. Interestingly enough, he was a blank flank. He was throwing the rocks out of the collapsed tunnel with his sand-colored magic. Progress on the digging was faster than expected. In no time they'd be inside. Archer stood next to Stryker, his bow ready. Phantom patiently waited off to the side, while Rainbow Dash paced back and forth.

"You sure you're up for this?" Phantom asked Rainbow, who stopped in place to listen. "You're not exactly in the greatest of conditions, and you've never been through Guard training before. And your dad having a desk job doesn't exactly help—"

"Are you kidding?" Rainbow interrupted. "I'm Rainbow 'Danger' Dash, the greatest flyer in all of Equestria!"

Phantom snorted. "Seriously, kid? The greatest flyer in all of Equestria is a title currently held by somepony other than yourself."

"Oh really? Who is he? I'll take on any challenge he can throw at me and win! I'm the only pony to ever perform a sonic rainboom, thank you."

"Did you just say sonic rain—"

"Phantom," Stryker cut in, "cave's clear."

"Celestia that was fast. What'd you do, turn the rocks into a dust?"

"Basically, yeah."

"Okay then, let's go in."

Phantom led the way into the perfectly hollowed out cave, clear of the debris that once clogged it. Rainbow, Archer and Stryker followed close behind. The only illumination in the cave was provided by a light being emitted from Stryker's horn. At least this cave system was wider, taller, and more importantly, shorter, than the last one Phantom found himself in. Soon, they came across a side tunnel, one that was completely untouched by the collapse. The group of ponies quickly made their way through it, entering into what was once a large chamber, but was now an open crater in the ground, sunlight pouring in from the top.

"It’s going to take forever to search this place..." Rainbow moaned, more of to herself than anypony specifically.

"Then we had better get to work."

Shining Armor waited patiently on the steps of the Ponyville town hall, clad in full armor, flanked on both sides by Royal Guards. He had been instructed to wait here until the rest of the Wonderbolts arrived. To pass the time, he gazed across the town square's crowd. With the fair cancelled, many of the ponies were resuming their normal lives. It was a nice distraction from what was going on in the background.

"Pretty weird how those Changeling things could be in this crowd and we'd never know," one guard said to the other over Shining's back.

"Yeah. Were you there when they attacked Canterlot?"

"Nah, I had a detail in Cloudsdale for some Wonderbolts show that day. Why, were you?"

The first guard shook his head. "Patrol in the Everfree Forest."

"That's always the worst. I swear, a part of me dies whenever I see that assignment next to my name on that damned duty board in there."

"Hmhm. Nothing ever happens, except, well, last time I went out."

"Oh?"

"It was the weirdest thing. I'm flying along, minding my own business, and suddenly this rainbow streak zips by. The shockwave from this thing was so intense that it threw me to the ground."

"That's crazy. Ever figure out what it was?"

"You mean who. It was that mare that Soarin' tried killing. What was her name... Rainbow... Rainbow... Rainbow Thrash? Crash?"

"Dash," Shining Armor deadpanned, idly listening to their conversation. Normally he wouldn't have allowed it to go on, but it had been a stressful few days and they were all worn out. He was also bored out of his mind and might have been banging his head against the wall if it were not for him being on duty and in uniform. While the conversation continued, he wondered how Phantom was doing in his search for intel on Queen Chrysalis' whereabouts.

"Dash! That's it. It was her infamous sonic rainboom."

"I think I saw her do that at the best young flyers competition. She saved three of the Wonderbolts and one of her friends."

"Nice. Were you stuck on guard duty there?"

"Nah, I was watching my daughter perform."

"I see. You know, Rainbow Dash has been the only pony known to do a sonic rainboom?"

"What? No... Didn't Spectrum perform one before?"

"That old man? I can't see it. I've been in the guard for years and I've only ever seen that stallion behind a desk."

"I dunno know, I've heard some pretty incredible stories from some of the older guys about him. And have you seen his office? There's all kinds of framed commendations and medals and stuff on the walls next to his old uniform."

"Huh. He's always been an interesting pony. Why do you bring him up?"

"Well, he has a rainbow mane."

"Yeah... so?"

"And a rainbow shooting out of a cloud for a cutie mark."

"What's your point?"

"So does Rainbow Dash."

"You think they're related?"

"I think she's his daughter."

"He's never said anything about a kid."

"He hardly says anything in the first place."

"Quiet," Shining cut in, looking intently to the skies. "They're here."

In moments, a formation of pegasi swooped in and landed in front of him. The guards at Shining's flanks snapped to a salute, then went back to attention. He mentally named them off. Spitfire, Fleetfoot, Misty Fly, Rapidfire... No Soarin'...

"Captain Spitfire," Shining Armor greeted with a nod. "I think we need to have a talk inside."

Several hours of digging and search passed. Still, nothing had been found, except for and twisted mess that was once an iron-barred cage. Phantom kicked a lonely pebble across the crater, groaning in frustration. "Specialized team my flank... this is probie work!"

"Uh, sir?" Archer ventured to interrupt Phantom's rant.

"You had better have found something..." Phantom growled.

"I did, sir, you'll want to see this."

Phantom flew over to where the earth pony was standing. Archer was covered head to hoof in dirt and dust. An outstretched hoof indicated towards a boulder pushed to the side, revealing an escape tunnel. So she did escape, Phantom thought to himself. Carefully, Phantom entered the tunnel, this one being much, much smaller than the previous ones. There was barely enough room for his wings to have fit if they were fully extended. There was a small light ahead, so he figured that the tunnel wasn't very long either. Not too long later, he emerged into a small carved out room, in the center of which was a small table with a map of Equestria. Phantom studied it carefully as Rainbow Dash approached next to him.

"What is it?" she asked.

"The key to this whole thing, I hope," Phantom replied, studying the map closely. Ponyville had a red circle around it, with a blue line leading from it to the northern region of Equestria, to a little-known hold in the mountains known as Glacies, which had a green star next to the city of Aquila. Next to the blue line, there was a series of notes:

Eliminate Elements of Harmony. Maintain stealth. Do NOT get caught. Infiltrate Royal Guard. Once complete, return to the Hive in Glacies. Long live the Queen.

"That's not good..." Phantom whispered.

"What is it?" asked Rainbow Dash.

"Queen Chrysalis and the Changelings are, in fact, a part of this conspiracy. She's probably the one behind the whole thing. It looks like they're hiding in the northern mountains."

Rainbow seemed to not pay much attention. She was more focused on inspecting the other items on the table, including correspondences between Soarin' and Cloud Maker, along with other names she didn't recognize. But there was one letter that seemed to pique her interest, lying away from the others, seemingly waiting to be read.

"Hey, Phantom, look at this." Rainbow indicated towards to letter. Phantom moved to the other side of the table and began to read the letter.

To whomever may be reading this letter, allow me to be the first to say you are in over your mane. Note that if you pursue your current path, your life span will be considerably shortened. Know that we will never stop, nor ever relent in placing upon the throne of the world what rightfully belongs there. Equestria will only be the first step in our master plan. And we will succeed. You have three options: Join us, get out of the way, or attempt to stop us. If you choose the last of the three, then I would tie up loose ends in your life if I were you.
Long live the Queen,
-Sky

"Sky?" Phantom gasped. Memories of his departed best friend rushed into his forethought, particularly those of the day of his passing and the circumstances surrounding it.

"Hello, Phantom," said an echoing, all too familiar voice. One that he thought was lost to the ages, burned in that terrible explosion. Phantom turned to lay his gaze upon a blue unicorn stallion, with a red and silver mane in the corner of the room. Sky...

Author's Notes:

Update! That was faster than I had anticipated... mainly because of the stupid amount of dialogue, but still. Oh well. Sadly though, the next chapter is probably going to be the last, if not, the one after it will be. On the bright side, that means the start of Broken Feathers: Equestrian North! Woo!
So, yeah, I'm kinda rushing if you can't tell... A part of me really really really wants to work on Equestrian North because it's hopefully going to be much more intense.
Spectrum (Rainbow's dad, this was mentioned in Birthday Dash), is going to have some more... should I say... build up in the next story, too.
As for Sky, well, recall back to 'Falling Embers', when Phantom was laying next to RD and he had the nightmare? Yeah, it's that Sky, he's not really dead. In the next chapter I'm taking that up a notch with another revilation involving him. So, be patient.
If you guys have any questions, leave a comment and I'll get to it ASAP.
Up next: Wrapping up the story.

Lose Ends

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"Where's Soarin'?" Shining Armor asked Spitfire. The wonderbolts were gathered in chairs around a large conference table in the meeting room of Ponyville town hall. Princess Celestia, along with Luna and Twilight Sparkle, were also in attendance.

"He came early to get things set up for us...” the Wonderbolt replied. “Why? Did something happen?"

"Yeah, you could say something happened. He's being charged with two counts of aggravated assault, ponynapping, attempted murder, attempted murder of a member of the Royal Guard, conspiracy against the crown, and terrorism."

The jaws of every present Wonderbolt hit the ground in unison. "What!? Why!?"

"Well, he attempted to kill Rainbow Dash. He ponynapped Applejack. Assaulted one of my guards. Is doing this with the help of another pony that we've detained under the same charges, and has conspired to overthrow the royal family. On top of it all, he's been working with the Changelings."

"That... that can't be,” Spitfire muttered in disbelief. “Soarin' would never do something like that. There has to be some kind of mistake. You said he was allegedly working with the Changelings. So, is it possible that some Changeling was posing as him the entire time?"

"We've never gathered any evidence to suggest it. As far as we can tell, up until the arrest, Soarin' has been, well, Soarin'. Do you have an idea where he would be?"

"None,” Spitfire shook her head, “he never really talked about his past or wherever he grew up. You... you really think he did this... don't you?"

Shining nodded. "'’Friad so."

Spitfire sighed, leaning back in her chair to get more comfortable. "How can we help?"

"Sky..." Phantom managed to mumble. "H-how are you—"

"Alive?" the blue unicorn interrupted. "Quite simply, actually. I never died."

"B-but... the explosion! I saw half of that mansion vaporize in a giant fireball!"

Sky seemed to smile, looking back on the memories of that explosion. "A brilliant fireball, at that. I was actually very impressed by how it turned out. I was only expecting it to destroy that room, not knock down half of that building." The stallion began to laugh. "Guess I've always been powerful with my magic, considering I managed to do that while teleporting you out and me to a separate location all at the same time. Though, I'll miss that mansion, I had fun growing up there."

"You lived in that mansion?"

"My mother and I did, yes. Oh, did we have the best games of hide and seek, especially when she'd pose as a guest or I'd pose as one of the staff members."

"What do you mean... 'pose'?"

"Oh, right, sorry. I forgot you don't know." There was a blinding flash of green. Phantom and Rainbow looked back from covering their eyes, and saw Phantom standing in his place. "I too am a Changeling."

A cold shiver ran down the real Phantom's back. It was like staring into a reflection that he couldn't control. Phantom turned to Rainbow Dash. "Run!" he commanded. Rainbow didn't hesitate to bolt for the tunnel, but was caught in a blue magical field. The two ponies turned to see Sky was in his normal state again, his horn lit up in the same magical aura.

"Not so fast, dear."

"Let me go, ya jerk!" demanded Rainbow Dash.

"Tisk tisk, where are your manners? That's no way to talk to a prince."

"Prince?" Phantom questioned.

"I should really keep track of what you know... Anyway, there's a reason I can shape-shift much like a Changeling. Because I am part Changeling. Our precious Queen is my mother. This is my true form, unlike other Changelings. "

"Our Queen? She will never be our Queen."

Sky sighed with disappointment. "Always so stubborn... Now, if you'll excuse me, I'll be going back home to lead my army to victory. Too bad you won't be around to see Equestria at its finest. For tonight, you die." Sky's horn intensified. Phantom reacted quickly, his wings popping open. He charged forward at his old friend. Phantom knocked Sky against the rock well, breaking his concentration, and in turn, releasing Rainbow Dash. He then wrapped himself as tightly as he could around Sky, restricting the unicorn of movement.

"Rainbow!" Phantom grunted, struggling to keep Sky on the ground while breaking his concentration so he couldn't use his magic against them, "Run! Get Stryker and Archer and go find the Princesses! Go! Now!"

"But I can help!" The pegasus mare took several steps towards the two stallions, but was stopped by Phantom's words.

"NO! He's too powerful for any of us to do anything! Just run! GO!"

"But—"

"Dammit, Dash! RUN!

Rainbow Dash hesitated before retreating through the tunnel, barely hearing the grunts of Sky and Phantom's fight over the wind rushing over her ears. Archer and Stryker were waiting on the other side when she exited the escape tunnel.

"Where's Phantom?" Archer demanded.

"There was this unicorn in there that ambushed us and turned out to be a Changeling!"

"What?" Stryker started to head into the escape tunnel.

"He said to go find the Princesses, that Sky was too strong. C'mon, we gotta go!"

"Sky!?" the two unicorns yelled in unison. Stryker continued to speak. "Everypony brace yourselves!" Stryker's horn began to glow in a bright tan color. There was a flash and a loud bang, then silence. The cavern was empty, except for wisps of smoke rising from the spots once occupied by the three ponies.

"Hear that bang?" Phantom mocked, still struggling to keep Sky on the ground as long as possible. "That was my team teleporting back to Ponyville to tell everypony of your plot. You're finished. Give up now."

Sky huffed out a laugh, then focused, using his magic to lift Phantom off of him and throw the pegasus onto the table, breaking it in half. "I don't think so." Sky stood, and watched with eagerness as Phantom rose from the splinters of the table, his horn lighting up once more. "Shall we pay them a visit?"

Phantom rushed forward, wings blazing. Sky recoiled at the second impact, knocking his concentration off just slightly. Both stallions vanished under the cover of a bright flash, leaving the cave system empty and silent once again.

Archer, Stryker, and Rainbow Dash appeared several feet above the steps of Ponyville town hall, unexpectedly falling to the ground.

"Sorry everypony..." Stryker apologized, sitting back up, rubbing his head to make sure there were no severe wounds. "I haven't done that in awhile..."

"It's okay..." Archer grumbled, slowly getting back on his hooves. "You okay, Dash?"

"Hm mh hmmh hmmmhmh hmmh hmmhh mh!" The sound was a barely audible collection of mumbles. "Hmm mhph!"

"Dash?" Both stallions looked around, trying to find the mare. Stryker felt something pushing up from under him. Looking down, he saw that he was sitting on Rainbow Dash.

"Oh!" Stryker quickly stood up. "I apologize."

"Enough talking," Rainbow gasped for air. "More running." The mare bolted through the door of the town hall, heading straight for the conference room. However, the front door was as far as she needed to go, and came to a halt upon running muzzle-first into the stallion she was looking for. She bounced off of him like a pebble thrown against a brick wall, falling back onto the ground. Twilight Sparkle, who was out of view behind Shining Armor with the other princesses, rushed to her friend’s side.

"Rainbow?" Shining spoke as she stood back up, shaking the dizziness out of her head. "Back already?" Shining looked around at the other present stallions. "Where's Phantom at?"

"He's still at the cave fighting this unicorn named Sky!" Rainbow explained hurriedly.

"Sky?" Princess Celestia asked, approaching her. "Describe him."

"Stallion, blue coat, this red and silver mane, and a magnifying glass for a cuite mark."

"Princess..." Twilight said in a tone of disbelief. "Isn't that the pony you told me about when we talked about Phantom?"

Princess Celestia sighed. "Yes. How he’s alive, I don't know. Sky was killed just over a year ago. Phantom was so bothered by it that I had to have Shining here put him at a desk for awhile. Rainbow, did Phantom say anything else to you?"

"He told me to come find you, that Sky was too powerful for any of us. I guess he thinks you know what to do."

"I don't, actually... this is... this is troubling."

"It get's worse. Sky is a Changeling. His mother is Chrysalis."

"Sky was a Changeling?" Shining gasped. "H-how could he have tricked me all of that time?"

"Not just you, Captain," Celestia replied. "Me, my sister, the Guard, everypony. This certainly explains why he never entered the castle grounds. I have a spell that reveals Changelings should they attempt to enter."

The hair of the back of Rainbow's neck slowly began to stand up, like whenever she was flying and a lightning bolt would charge up next to her. Being a pegasus, she was more sensitive to changes in the atmosphere than the others, but there were no storms scheduled for that day. She looked around, trying to identify the source.

"What's wrong, Rainbow?" Twilight asked, picking up on her friend's curiosity. She could see the cyan hair sticking up on the back of Rainbow's neck. The mare stopped looking around, focusing on one specific point, high above the group in the sky. Twilight followed her friends gaze, just in time to see a bright flash above the clouds.The mares could barely make out what looked like two ponies struggling with each other, falling uncontrollably. One was a brighter blue than the other.

"Thats... That's Sky! And Phantom!" Rainbow pointed out. "Twilight, you've gotta do something!"

"I-I-I-I I can't... They're moving around too much, I might miss and hit Phantom by accident!"

Rainbow thought desperately for a moment, losing precious seconds as the two stallions fell closer to the ground. A short, stinging pain resonated from the base of her injured left wing, and an idea came to mind. "Twilight." Rainbow looked at her friend, with the most serious expression she could make. "You need to heal my wing. Now."

The young alicorn sighed. "Rainbow, we went over this. It's dangerous! Wh-what if I do something wrong? Heal something the wrong way? Paralyze you from flight forever!?"

"Twi, do it."

"Rainbow..." But the pegasus didn't budge, she remained as serious as possible in order to convince her lavender friend. Twilight sighed once again. "Fine... I'll warn you, it won't feel good."

"I don't care." Rainbow lined herself up with the stallions, and got in a stance as if she were about to pounce, grunting with pain as she expanded her wings. "Do it."

"Okay... Here goes..." Twilight Sparkle, shut her eyes, gritted her teeth, and put forth all of her magical energy to her horn, which began to slowly light up in a light lavender haze. A purplish smoke drifted around her horn, making its way towards Rainbow Dash, wrapping itself around the pegasus' injured wing, enveloping it completely. A bead of sweat rolled down the side of Twilight’s face. Rainbow Dash began to grunt with more pain, clenching her teeth together in a vain attempt to suck it up. Luckily for her, it was over in only a few seconds. Letting out a sigh of relief, Twilight ceased her spell, the purple smoke fading into the air.

Rainbow Dash took in a deep breath, staring hungrily to the skies. She stretched her once injured wing, relieved to longer feel any pain from the extremity. Even the scars had healed up. The pegasus bent down into her pouncing stance even more, grinning to herself. She lifted her wings up as high as they could go, then pushed down on them as hard as she could, at the same time pushing with her legs. It a split-second, the pegasus disappeared from her spot on the ground, leaving nothing but a crater and a collection of small feathers that floated effortlessly to the ground.

"Good luck..." Twilight whispered to herself. "Be careful..."

A point in the sky, high above Ponyville, began to fizzle. There, a ball of white energy appeared, at first being the size of a marble, but then slowly grew, expelling electrical sparks as it did so. Lightning bolted from the ball of electricity, releasing thunderous cracks. Two stallions fell from the ball of energy, a royal blue unicorn, and a midnight blue pegasus tipped with black. Once they had completely emerged from it, the ball violently dissipated, firing off lightning bolts in all directions as it did, one of which hit Phantom's left wing. The pair continued to fall, with a trail of smoke trailing from Phantom's injured wing.

"Aack!" he groaned with pain. Sky was falling just a few feet away from him. Painfully adjusting his wings, Phantom was able to rapidly glide over to, and tackle, the unicorn. The pair tumbled head over hooves uncontrollably through the air. "Give up!" Phantom yelled at Sky over the rushing wind.

"Why would I do that?" Sky replied loudly. "I'm winning." The unicorn's horn started to light up again, but with a hoof to the muzzle from Phantom, his concentration was broken, as was the spell. "You can leave now, and save yourself, or fall to your death!"

"I'm a pegasus. If anypony is falling to their death, it's you!"

"Falling at terminal velocity, a healthy pegasus needs about fifteen feet to pull up, but you, you're injured! You need almost thirty feet, now!"

"So what about you?"

"I can teleport, remember?" Sky managed to slip out of Phantom’s grasp after head-butting him. He used his legs to skillfully zip behind Phantom and wrap himself around him, preventing any wing movement. "Trust me on this, Phantom, I've killed many pegasi this way! It works!"

Phantom twisted himself into a position to where he could successfully elbow Sky in the jaw several times. The blows managed to stun the unicorn long enough for Phantom to slip out of his grasp. He opened his wings, creating significant drag and shooting up above the other stallion before using his wings to dive down after the unicorn, using the momentum to assist in his punch. Sky let the punch spin him around to face Phantom, who was recovering from the dive, and fired a lethal, blue bolt of energy at him. Phantom rolled to the left, dodging the bolt of energy. Phantom was still a fair bit away from Sky, so the unicorn took the opportunity to charge up another spell, one that had a shotgun-like effect that he knew Phantom wouldn't have been able to avoid. That was, until a certain streak of rainbow intervened, swooped up and past the unicorn, drawing his attention, before coming down on him from above at near super-sonic speeds. In less than two seconds, Sky found himself laying in pain in the middle of a crater in the Ponyville town square, innocent ponies running in terror from the crash.

Rainbow Dash came to a hover over the scene. Phantom descended to her side, his jaw hanging open. "That was...-aw-awes—" he tried to mumble.

"Awesome?" Rainbow asked with a grin that displayed her glowing ego.

After a moment, he regained himself, returning to his usual stern and coldness. "I was going to say, stupid, reckless, and overall, dangerous. Don't do it again." Rainbow's smile deflated, then she noticed that he said it loud enough for Shining Armor to hear, who was running up on the scene. Phantom then lowered his voice to a whisper. "But yes, that was awesome." Rainbow thought she saw a slight smile from him, but couldn't be for sure, since he immediately glided down to Shining Armor and a pair of Royal Guards. The trio of princesses also arrived, followed by guards of their own.

In the center of the fifteen-foot crater, Sky somehow managed to rise to his hooves, and stare Princess Celestia in the eyes. "Sky Streak..." the Princess of the Sun growled in a not-so-commonly heard tone.

"Tyrant..." the unicorn replied with an equally cold voice.

"You used to be one of my best guards. I used to trust you. I can see now that that trust was misplaced."

"Yes, and if only I had more time, we wouldn't be having this conversation. Oh, Queen Chrysalis sends her regards." The princess' only reply was her silent glare full of nails. Sky looked to Shining Armor. "Never really cared for you too much, anyway. Frankly, my plan was to take you out before Celestia. I was so close, too..." Phantom's turn. "And you, you stubborn prick. Couldn't leave well enough alone... Why? Why, why, why, why, why, why, why did you have to keep digging in that cursed case? You just had to be the best, be stubborn, follow the evidence and your gut, and for what? Some girl you found attractive? I could have had everything! It all would have been mine, but you insisted we go take a look and see if we could find her. So I had to rush all of my plans, and eventually fail. But, in the end, there is redemption. For you see, I will take Equestria as my own. It may not be today, may not be tomorrow, but Equestria will be mine!"

He then focused his tirade on Rainbow Dash. "As for you, my dear... You've been a pain in the flank from day one. I should have killed you myself. But no, I became lazy, and trusted it to Soarin'. Apparently dropping you didn't work... Then I tried luring you into that alley with that stupid filly's homework for a simple mugging. Oh, what was her name... Bah, not that it matters. Either way, you're already in over your head; now's a good time to stop before I do something you'll regret."

"Ha!" Rainbow laughed. "You'll need an army if you're going to stop me!"

"I already have an army... soon, it will be more powerful than all of the world, and we will become victorious. If I were you, I'd check to see if everypony I knew were accounted for..." Sky's gaze drifted along the rest of the gathering crowd. "To the rest of you, well, you can all rot in Tartarus for all I care. Remember this, though; the next time you see me, I'll be atop a golden throne."

Sky's horn lit up once more. In a brilliant blue flash, he was gone, leaving a slip of smoke where he once stood. A thunderous crack echoed outwards towards oblivion.

Author's Notes:

So, either one or two more chapters left, eh? Probably the former, to be honest. Hay, it may not even be a chapter, more like an epilogue that'll leave ya'll craving for more... muahhahah!
*sighs* Well, the end is nigh. Hope you've all enjoyed the journey so far. The sequel will probably last longer, hopefully. Speaking of which... I need your guys' help on that... See, problem is, I need a name for it. Originally I was going to call it Broken Feathers: Equestrian North since it took place in the arctic north of Equestria in a region called Glacies, which by my research means 'Ice' in Latin. Well, Glacies was to be a Hold, ruled by a Lord, under Celestia. Well... do to a certain path I want the sequel to take... Glacies will no longer be a Hold ruled by a Lord as part of Equestria, it will be it's own nation ruled by a King and of equal power to Equestria. So, no longer being part of Equestria... meaning that calling the next story Equestrian North would be extremely redundant.
So, here's my request. I need you, the fans, to help me come up with a new name. Which ever name I like best, will be the one that I use. To help you out, here's some idea's I have, format is "Broken Feathers: *name*":
Glacies
Frozen Glacies
Glacies Burning
Burning North
Frozen North
Burning Glacies
Northern Sky
Shattered Skies
Forgotten North
Northern Dreams

Note, Glacies is a frozen plains/mountainous region with cities and towns equivalent to Equestria's. This is where most of the story'll take place. So, come up with those names! I need help! I'm begging you!
Also, if you haven't noticed, please look at my user page. I put up a word count that I update A LOT to keep you guys aware on the progress I'm making.
Anyway...
Up next: It's the end, right? Right...?

The end, right?

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"This is everything we found in the cave," Phantom said, indicating at the assembly of artifacts laying atop the conference table. He, Rainbow Dash, Archer, Stryker, Twilight, Princess Celestia and Luna, and Shining Armor were in the Ponyville town hall's meeting room, going over all of the evidence that had been recovered. Celestia and Shining Armor were carefully studying the maps and letters, gathering as much information they could. Phantom continued. "Are we all in agreement that the Changeling Hive is in Glacies?" Everypony nodded. "So what do we know about Glacies, Princess Celestia?"

"It is a nation identical to Equestria in size, power, and influence. They have major cities like we do, smaller towns and villages, farms and prairies. The only difference is that it is all snow there. The ponies there are very... bleak... in color, much like the Crystal Ponies before balance was restored to the Empire.

“Glacies is ruled by King Alpha Centauri and Queen Omega Centauri. They have a son, Prince Castor, and a daughter, Princess Andromeda. They are all powerful unicorns, with near alicorn strength. We've worked with the Glacien government before, though King Alpha Centauri was not pleased to do so. I do not know why, but he is not fond of Equestrians. I will probably be able to obtain you access to Glacies, but it will be under the King's circumstances. Should you defy him, it could make things more difficult."

"Understood.” Phantom nodded. “When do we head out?"

"Today. You'll take the train to Canterlot, then board the E.A.S. Aurora, which will take you to Glacies."

"Uh, Princess?" Rainbow Dash asked shyly. "What's the 'E.A.S. Aurora'?"

"It's the Equestrian AirShip Aurora. As it's name states, it is an airship that we use to get to regions not accessible easily by rail or road. Glacies has no rail lines that connect with ours and the roads would take weeks to travel on. The ship will fly you to Glacies, where it will remain and act as a command center until the end of your mission. It will be equipped with anything Task Force 247 may need." The princess looked across the room. "Any questions?" Nopony replied. They each sat silently, consumed by their own thoughts of an unknown future. "Very well then. The train for Canterlot will leave in two hours. You are dismissed."

Everypony bowed, and waited for the three princesses to leave. Shining Armor followed, then Stryker left, trailed by Archer. As Phantom stepped through the doorway, he noticed out of the corner of his eye that Rainbow Dash hadn't moved. She stood in place, staring back and forth between the maps of Equestria and Glacies. He sighed, and continued to leave.

Phantom awaited for Rainbow Dash outside of the front door to the Ponyville town hall. She emerged a few minutes later, not at all expecting him to be waiting by the wall.

"Rainbow," he called, startling the mare slightly. She stopped in her hooves and turned to face him. "We need to talk."

"Okay... what about?" she tentatively answered.

Phantom moved down the steps of the town hall, and started to follow a dirt road leading to the train station. Rainbow Dash glided to his side, and having not flown in days, decided to follow at a hover as he continued to wander along. "Are you sure you're up to this?"

"What do ya mean?"

"This. Abandoning your life-long dream of joining the Wonderbolts, and instead joining the Guard, and leaving your home for a deployment that will likely span over several weeks, if not months. And all of these decisions happening over the course of a day. I need to be absolutely, absolutely sure that you are up for this. This'll be a different experience for you, I need to be sure you'll be able to handle it."

"I will. Don't worry about me. I mean, did you see me blast that unicorn into next week? Even you said it was awesome!"

He sighed. "Yes, I'll admit, the speed and efficiency at which you kicked his flank was quite impressive. I haven't see a pegasus move like that for some time."

"Heh, yeah? I'm Rainbow Dash!" The mare threw her forelegs up and proceeded to pull off a quick backflip, stopping to fly upside nonchalantly beside Phantom. "The greatest flyer in all of Equestria!"

Phantom bowed his head slightly, with an inkling of a smile. "I already know somepony by that title."

"Oh really? Who are they? I'll show 'em up, easily. I'll challenge them to a race through Ghastly Gorge! No pony can beat me there."

"Hmmhm. Because it went so well the last time you were there."

"Wait, you know about that?" Rainbow turned back upright, and landed in front of Phantom, forcing him to stop his march. "Just how much do you know about me?"

Phantom took a step back with a guilty smile. Rainbow was unamused, taking a step towards him.

"Rainbow Dash!" a pair of young, female voices called. Rainbow's ears instantly perked up, recognizing them as Sweetie Belle and Apple Bloom. She looked around to see the two fillies running from Sugarcube Corner after her. "Rainbow Dash! Rainbow Dash!"

"Apple Bloom, Sweetie Belle, what's up?"

"Have you seen Scootaloo?" Sweetie Belle asked with puppy-dog eyes.

"We were tryin' to get our cutie marks in dentistry," Apple Bloom continued. "Scoots said she had some stuff we could use and went to go get 'em but hasn't come back yet!"

"So," Sweetie Belle went on, "we were wondering if you could help us look for her."

"Well yeah?" Rainbow Dash laughed. "I'm Rainbow Dash, remember? If anypony can find my little sister it's me! Let's go, crusaders!" Rainbow lowered one side of her body, extending her wing on that side to the ground as a sort-of ramp. Cheerfully, the two fillies hopped aboard Rainbow's back. The pegasus slowly, and carefully, glided upwards and towards the other side of town. Rolling his eyes, Phantom flew up next to her.

"Sister?" he ventured in a low enough tone so that the fillies couldn't hear him over the slightly blowing wind.

"Eh, sort-of. She doesn't have any parents, as far as anypony knows, and she lives in the orphanage. We went on this camping trip awhile back and we bonded so, I decided to take her under my wing, since she looks up to me so much. She needs all the help she can."

"Why's that?"

"She... she has troubles flying..." Rainbow could see the coming question in Phantom's expression. "As in she can't. She can flap her wings, but at best all that happens is she might get a few inches off of the ground. She gets around with a scooter. So, I try to be as supportive as I can."

"That's incredibly noble of you, Rainbow Dash. It's not easy growing up as an orphan, let alone one with a flight disability."

"What do you know about that?" Phantom thought her voice sounded bitter.

He let out the air in his lungs, letting the memories of his past come back to him. "I too, was an orphan." Phantom paused for a moment to gather his thoughts, and to let the news sink into Rainbow Dash. "My sister, Nyx” he pronounced her name as nicks, “and I grew up in the streets of Cloudsdale, with barely anything to get by. All we had was an alley by the Cloud Nine we called home, and each other. She also couldn't fly for the longest time."

Rainbow looked ahead to see that they had arrived at the orphanage. She landed softly by the front door to let the fillies off of her back. Phantom landed beside her, and opened the door. "That... that sounds like an interesting story..."

The pair headed up a flight of dark wooded stairs, only to stop at the first door on their right. On it were several colorful depictions of Rainbow Dash performing one of her many, usually totally awesome stunts. Flying next to her in all of them was an orange-coated pegasus filly with a purple mane and tail. "For another time, my dear." Phantom rapped thrice on the door.

It slowly opened without any other influences. Rainbow gasped and rushed in, knocking the door off of its hinges. Phantom stepped in after her, though more calmly.

The room itself was an absolute wreck. Papers were scattered about, the bed sheets were a mess, and the curtains were knocked off of the windows. Holes lined several places along the walls. An overturned table and chair were piled next to the misaligned bed, which had one of its wooden legs broken. However, it was the center of the room that caught the most of Phantom's and Rainbow's attention. There lay a circular burn mark that seemed to twist around in a small vortex. In the center of it was a single orange feather, and a letter.

Do not follow me.
-Sky

Rainbow looked out the shattered window, to the calm skies, a fresh look in her eyes. One of anguish, rage, and vexation. "Let's go get this prick..."

Author's Notes:

So there you have it, the explanation of what Glacies is, who's going, their mission, how they're going to get there, and finally, the last cliff hanger. Whelp, that was Broken Feathers, hope you guys loved it. On to the next one! Which, I have chosen on the name "Broken Feathers: Northern Sky". I'll try my best to make this story more intense, action-y, try to stay true to my story tags and notes (including the romance tag, calm down FlyingClaw...)
I'll begin work on Northern Sky at once, well, once I start re-reading my favorite story on fimfiction, since, I'm going to base much of Northern Sky off of that and follow a similar path as it.
So, yeah... Sky fillynapped Scootaloo... At least we can say for certain that somepony's gona to die...
And don't worry, incase you're worried that that whole 'Phantom was an orphan growing up on his own taking care of his sister like a boss,' backstory isn't going to be delved into in greater depth, trust me, it will. In fact, it's going to be one of the first things that I do. ONE OF... I'm also planning on going into greater detail into Phantom's past, and the past of Archer and Stryker (once I come up with something for those two.)
As usual, if you have an questions or suggestions, leave them in the comments below and I'll try to answer them as best as I can/am willing to. Thanks, you guys were great! I'll try to link you all to Northern Sky as soon as I get the first chapter up. But, in the mean time, as usual, I will have the progress tracker on my user page so when ever you're on you can check in with that to get a quick status update. (until I actually start working on the chapters, I'll instead turn it over to what I'm currently doing and see how well that works out.)
See ya on the next story