Episode 1

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Princess Luna, the Princess of the Night, flew out across the sky, the moon shining on her wings. Along with raising and lowering the moon, it was her duty to see that all was well in the night time realm. There was nothing but peace this night. Luna decided to shift her patrol to the astral plane, the place of dreams, to see that the chibi ponies of Equestria remained free of nightmares. Her horn glowed as she transported herself to the astral plane. All around her, Luna was surrounded by a soft, white and blue light. With a stomp of her hoof, she summoned the dream doors of the ponies who were sound asleep all over the land. She made it a rule to never enter these doors, unless of course there was a nightmare on the other side, or if it was a dire emergency. She glided down the long corridor of doors, so far no sign of any nightmares.

Then, Princess Luna felt something, an unfamiliar presence that wasn't supposed to be there. Her blue eyes looked about her for any sign of the intruder.

"Show yourself!" Nopony answered. Luna lit up her horn, preparing to defend herself if need be. Luna let out a gasp as the ground (or what was considered ground in that realm) vanished from beneath her. She tried to flap her wings but found that they'd become as heavy as lead. Down she fell into the endless darkness. She tried to call out for help, her own voice echoing her useless pleas back at her. A chilling voice whispered into her ear, as though the speaker were right behind her when there was nothing but black emptiness.

"I hope you're enjoying my new addition to the astral plane. For you and your sister will remain her for the rest of your lives." Luna opened her eyes, returning herself to the real world, she flapped her wings and carefully lowered herself onto the castle grounds. She panted for breath, as if all the air had been taken out of her. That thing...what was it...? What she knew for certain, it did not belong in the astral plane. She had to inform her sister at once of this discovery. She feared that this could mean great trouble for the chibi ponies of Equestria.

It was a beautiful day in Ponyville, the morning sun climbing into the pale blue sky, its golden rays covering the rooftops of the little houses in the town. Princess Twilight Sparkle, the Princess of Friendship and Ponyville's resident royal, smiled brightly as she looked out the window of her crystalline castle. The young alicorn had a lot planned for the day, and the sooner she started, the better. First thing's first, she needed her #1 assistant and friend, a little dragon named Spike. Twilight trotted down to the dragon's room, knocking loudly on the door.

"Spike!" she called. "Are you up?" Twilight put her ear up to the door to listen. All she could hear was Spike's snoring. Twilight frowned and knocked again on the bedroom door.

"Spike, wake up!" He only continued to snore. Twilight groaned in frustration and let herself into the room. She went over to the purple and green scaled dragon that was curled up in his basket bed, a blue blanket wrapped around him. Twilight used her magic to lift the blanket off him, forcing him to sit up and look at her groggily.

"What time is it?" he asked. Yawning loudly.

"It's time for you to wake up. I have a lot I want to do today and I need your help." Spike grumbled, he knew that Twilight wasn't going to change her mind so he forced himself out of bed and followed her out toward the library.

"I thought we'd begin with that age spell I've been meaning to practice with for a while now." Spike got out a little apple sapling that Twilight had gotten from her friend Applejack to use as a test subject. He made sure that as soon as it was in place, that he was a good safe distance away from it, should it happen to backfire. Twilight's horn started to glow, she concentrated on the sapling, focusing the beam onto it. The light from her horn shot at the sapling. Twilight looked at it, trying to see if it would get older or at least a smidge taller. Nothing happened.

"Well that was a bust." said Spike. Twilight shot him a look, when the sapling began to quiver a little.

"Here it comes." said Twilight excitedly. But instead, a head popped up from the pot, the sapling on top of it. Twilight jumped back and let out a cry of surprise. Her eyes narrowed once she saw who it was.

"Discord! I'm in the middle of something very important." Discord, the Draconequus and the spirit of chaos, rose up from the pot, a devilish smirk on his face.

"I can see that. Doing a bit of gardening are we?" With a flash of light, he appeared beside the pot with the sapling back in place.

"No, I was trying to perform an age spell. Before I was interrupted. So whatever you came for, its going to have to wait."

"Well excuse me princess. And to think, I went to the trouble of coming all the way here to wish you a good day, and this is how my so called friend treats me?" Discord folded his mismatched arms and turned his back to her. Twilight sighed.

"I didn't mean it like that Discord." Discord whirled back to her, smiling as if she hadn't said anything at all that had offended him.

"Apology accepted. Now if you excuse me, I have places to go, ponies to see." he vanished from sight, leaving Twilight and Spike alone in the library.

"What do think that was all about?" asked Spike. Twilight shook her head.

"I honestly don't know. With Discord, it can be hard to tell what it is he wants until he flat out says it." Indeed, Discord could be a real piece of work to deal with, but he was one of her friends, even though he used that fact to try and guilt trip her into getting away with his tricks.

"But, with that out of way, we can get back to the experiment at hoof." Twilight once again focused her attention on the sapling. The magic of her horn encasing it in the purple light. Twilight eyed the sapling, after a moment or two nothing happened. Then, the sapling started get a bit larger. In a second, it grew all at once, taking up most of the library space. Something must've went wrong because it hadn't grown in the way that Twilight wanted. Instead of making it grow older, she made it grow bigger. The roots of the now giant sapling were spread all over the floor, having become too big for their pot.

Twilight laughed nervously. "I think that's enough practice with age spells today." she said. Spike, who'd been tangled in the roots looked at her and said sarcastically, "Ya think?"

Later that day, Fluttershy was at work, tidying up her little cottage. Her animal friends assisting her by getting into the hard to reach places or just lending her a helping hoof. The butter-yellow pegasus smiled warmly at her furry friends.

"Thank you all so, you've all been a big help to me." said Fluttershy. The animals chattered their reply, more than willing to help the sweet pony who took care of them. A knock sounded at the door, prompting Fluttershy to stop her work and turn to the sound. The rest of the animals turned their heads too, wondering who it could possibly be.

"Coming!" Fluttershy called out to the pony behind the door. Her little hooves trotted over and she opened the door. Standing on the mat with a large grin was none other than Discord himself.

"Discord, what a nice surprise!" said Fluttershy, opening the door wider for her friend. "Won't you come in?"

"I'd be glad to." said Discord, stepping inside the cottage.

"Make yourself comfortable and I'll put the kettle on." Fluttershy flapped her little wings and flew into the kitchen. Discord lounged back onto Fluttershy's sofa, where he usually sat during his visits, taking up most of its space.

The animals all looked at him with distrust. They all knew how wily and manipulative he could be, and didn't care for his visits all that much. But they went about their work in the far corner of the room, stopping every now and then to give a warning look.

Discord had noticed these looks and chose to ignore them. He didn't really care for the opinions of a bunch of woodland critters, so they weren't worth his attention. Fluttershy stepped back into the room, not noticing the protective stances the animals were taking in case the Draconequus tried anything funny or that would hurt their owner.

"The tea should be ready in a few minutes." said Fluttershy, taking a seat in the large chair adjacent to the sofa.

"Splendid my dear. You really know how to make somepony feel right at home." said Discord. Fluttershy smiled and looked away, trying to hide the light blush that had appeared on her cheeks.

"It's nothing really." she said. "Just trying to be as hospitable as possible, like with all my guests." Discord waved his lion paw dismissively.

"Don't be silly Fluttershy, out of all your friends, you're by far the only one who takes the time to listen or show any once of courtesy. Especially to somepony like me." Fluttershy's blush deepened a shade. Angel Bunny let out a loud cough, glaring at the Draconequus.

Fluttershy looked at him worriedly. "Are you alright Angel? You're not catching a cold are you?"

"I'm sure he's fine my dear, just looking for a little attention." said Discord, narrowing his eyes at the little rabbit. Fluttershy could sense a rising tension between the two and was about to break it up when the kettle let out a sharp whistle.

"I'll be right back," she gave Discord and Angel a stern look, "please try to get along." Discord watched as she left, sticking his tongue out at Angel. Angel growled and tried to attack him, but was sent flying into the air after getting whacked by Discord's snake tail. When Fluttershy returned with two piping hot cups of tea, she was surprised to see Angel lying slumped against the wall. She shot Discord a serious look.

"He started it." Discord accused, pointing his lion paw at the bunny in question. Fluttershy rolled her eyes and shook her head.

"I wish you two could try to get along."

"I do try! Sometimes. It's mostly that rabbit's fault, him and that horrid personality of his." The mice and chipmunks were at Angel's side, fanning him and trying to help him come to his senses. Fluttershy set the tea down and flew over to Angel, pinking him up and cradling him in her arms.

"There, there Angel. You'll be alright. Angel opened his eyes and smiled at the pegasus. Discord grumbled under his breath about the rabbit being nothing but a little rat, making sure it wasn't loud enough for Fluttershy to hear.

He didn't know why she coddled the rabbit like that when he deserved what he had coming to him. Then again, there were times where he didn't know why she showed him such kindness and friendship. Even after all his, ahem, mistakes. But whether he understood or not, it was one of the qualities he loved about his friend. He was pulled from his thoughts when Fluttershy offered him the second cup full of tea. He gladly slurped it down, while Fluttershy took small, dainty sips from hers. He grinned to himself, thinking of what an interesting pair they made. He was out of place and wacky, and she was graceful and reserved. He liked things loud and turned upside down, she liked things quiet and comfortable. Chaos and kindness, in an unlikely form.

The two pleasantly talked, in which Discord told Fluttershy some of his stories that made the two of them laugh, how the princesses used him for their petty errands. And in turn Fluttershy would tell her own tales, mostly featuring her tagging along and assisting her friends on whatever adventure that came their way.

Discord interrupted Fluttershy in the the middle of the story as he said, "Forgive me for saying this Fluttershy, but if you ask me, it seems as if you let those friends of your take advantage of you." Fluttershy tilted her head in confusion.

"What do you mean?" she asked.

"What I mean is that you don't realize the potential you have. You could save Equestria single-hoofedly if you put your mind to it, but instead you take a back seat while Princess Twilight and the rest of them get all the glory and credit." Fluttershy looked away, embarrassed.

"I don't really mind, I prefer to stay out of the spotlight anyway. Besides," she raised her back up to him, "if I were to receive so much attention, I wouldn't have time for our Tuesday Teas or any of the other activities we do together." Discord didn't know how to respond to this. Thankfully, he was saved by an interruption, another knocking at the cottage door. Fluttershy was about to answer it when Discord sat her back down.

"Allow me my dear." Discord stretched his arm out, snaking it to the knob, opening the door to a royal messenger. It was easy the stallion was a royal messenger because of his livery, trumpet and plumed hat. He blew a couple loud notes from his trumpet that startled the smaller animals, making them dart away into hiding places.

The messenger cleared his throat. "I have a message for Discord the spirit of chaos." he said in a official tone. Discord's elongated arm shrunk back to its usual size.

"That would be me." said Discord. "What do you want?" The messenger took out a piece of parchment and unrolled it.

"Their majesties, Princess Celestia and Princess Luna, urgently request your presence at Canterlot castle as soon as possible." Discord looked at him, puzzled.

"How did you know I was here?"

"I asked around, you wouldn't believe how much ground I've had to cover." The messenger gave a small bow to Discord and Fluttershy. "That is all." He concluded, as he made his way back to the castle. Discord slammed the door with his magic.

"That was certainly an interesting bit of news." he said, showing little concern for the urgency of the message. Fluttershy however began to worry.

"Don't you think you should go?" she asked. "It sounds like it was important." Discord continued to show little interest.

"I'm sure it's probably nothing. They can handle it fine without me." Fluttershy cast her eyes downward.

"Still..." Discord looked up at his fretful friend.

"If I go, will you stop worrying about it." Fluttershy nodded. While he wasn't all too eager about following the princesses' orders, he couldn't refuse Fluttershy and the adorable expression she gave him, with those big teal eyes and round cheeks, and the way her face was partially covered by that long pink mane.

"Very well then, but once I get back, we'll continue our little chat." Fluttershy smiled warmly at him. He felt the warmth of that smile fill inside him.

"Thank you Discord." said Fluttershy in her soft voice. Discord waved his eagle claw as though it was nothing.

"Be sure to have something nice to snack on when I get back, maybe those little cakes of yours."

"I'll be sure to do that." replied Fluttershy. Discord vanished from sight. The animals that had hidden themselves came out, moving to the little pegasus.

"I hope everything will okay." she said.

In the throne room of the grand castle, Princess Celestia watched as her sister Luna paced back and forth from one corner of the room to the next.

"Where is he? He should've received the message by now!" Princess Celestia did what she could to soothe her sister's frazzled nerves.

"We must be patient Luna, Discord will arrive in due time." Luna scoffed.

"More likely he's chosen not to help at all." she said. A disembodied voice spoke.

"How rude." Discord appeared, floating before the princesses. "And to think I went to the trouble of answering your pleas. Bu if this is how you intend to treat me, I might as well leave." Celestia stood up from her throne, trying to stop him from leaving.

"Please forgive Luna." said Celestia. "Ever since last night she's been on edge." Discord folded his arms already looking bored.

"Well whatever it is it better be important, I was in the middle of something important when I you called." Princess Celestia motioned for her sister to explain the situation.

"Last night, as I was making my rounds through the astral plane, I was confronted by...something." Discord raised an eyebrow, looking unimpressed.

"While I do enjoy cryptic warnings, I'm afraid you'll need to be a bit more specific than that."

"That's just it, I don't know what it was I saw. It was like a giant shadow, but other than that I didn't see anything." Luna's face began to fill with what looked like fear. "It whispered to me, threatening to trap me and Celestia in its darkness."

"And what exactly do you expect me to do about it princess?"

"We want you to investigate the astral plane, see if there are any anomalies that are occurring there." said Celestia, speaking for her sister.

"So you want me to go investigate a potentially dangerous place with no idea of what I might be up against." said Discord, thinking over the situation. A short grin on his face. "I do like facing against the unexpected though."

"You'll do it?" asked Luna. Discord held up his eagle claw.

"Only if you'll allow me some needed vacation time after this. I swear the things I do for you princesses, and I don't even get so much as a thank you or anything."

"Thank you Discord." said Princess Celestia. Discord rolled his eyes.

"Yes well, if anything bad should happen to me, I'm holding you two personally responsible." Discord snapped his talons and disappeared.

"I hope we're doing the right thing." said Luna. Celestia didn't reply. What Luna saw, it made her wonder. 'Could it be that he's returned? No! It couldn't be.' But the more she thought about it, the more Celestia began to think that her fears were true.

Episode 2

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Once Fluttershy had finished her chores, she decided to stop by the Ponyville market to pick up the ingredients she'd need for her tea cakes. With her saddle bag on her back, Fluttershy trotted into town, browsing the open air stalls for what she needed. The market wasn't as packed as it was during most days, making it easy for the chibi pegasus to do her shopping without worrying about the big, loud crowds.

"Fluttershy, we need to talk." Fluttershy stopped and turned to see her friends Applejack, Rainbow Dash, Twilight, Rarity, and Pinkie Pie coming toward her. She smiled and waved hello to them.

"Hello girls, what brings you here?" Her friends however weren't in the same good mood as she was in. In fact, they looked quite miffed. Applejack adjusted the brown hat she always wore, attempting to speak.

"Ah, well, you see sugarcube-"

"It's Discord." Rainbow Dash interrupted. Fluttershy sighed.

"What did he do this time?" she asked. Discord was known for his mischievous ways, and when he visited Ponyville, he would let loose whatever chaotic thought popped into his head. Leaving Fluttershy and her friends to quell the angry mob. The girls all talked at once, launching their complaints.

"He completely ruined the harvest at Sweet Apple Acres!"

"He caused an entire thunder cloud front to chase me. I've got the scorch marks to prove it!"

"He Turned my new fashion line into garish shades of plaid, polka dots and zig-zags!"

"He launched an all out cake war in the Sugercube Corner Kitchen." Pinkie Pie licked off the cake frosting that had been on her face.

"I'm sure he was only trying to help out." said Fluttershy defensively. Discord could be very helpful, even if he did make a lot of mistakes in doing so.

"I know how you and Discord are close friends," said Twilight, "But he needs to know when he's gone too far." Fluttershy nodded.

"I understand, I'll be sure to tell him once he gets back."

"Wait, he's not here?" asked Rainbow. Fluttershy shook her head.

"He was summoned to Canterlot on urgent business by the princesses." she said.

"Urgent business?" asked Twilight. "What kind of urgent business?" Fluttershy shrugged.

"The message didn't say."

"He better not mess up on this like he did the last time." grumbled Rainbow Dash. Applejack shot the cyan pegasus a look before turning to Fluttershy.

"She has a point sugarcube," said Applejack. "Discord isn't exactly the most trust worthy of ponies."

"I'll say." Pinkie interjected. "He's as tricky as they come."

"Not to mention rude." added Rarity. Twilight noticed how their comments were making the poor pegasus shrink back, trying to hide behind her long mane. Twilight laid a hoof on her shoulder.

"What we're trying to say is that Discord can get a little out of hoof sometimes, but I'm sure he'll do well on whatever assignment the Princesses are sending him on." she said trying to lift Fluttershy's spirits. But in her mind she was thinking, 'Hopefully, he'll do well.' Fluttershy smiled.

"Thanks Twilight, now if you girls will excuse me, I need to get things ready for the tea cakes for when Discord gets back."

"Doesn't really deserve it if you ask me." muttered Rainbow. Applejack elbowed her. "Hey!" Fluttershy went on her way, continuing with her shopping business.

Discord appeared in the dim yet bright realm of the astral plane.

"Now," he said to himself aloud, "if I were a hulking shadow of evil, where would I be?" Discord snapped his lion paw and appeared in a hounds-tooth cloak, cap and a magnifying glass in his eagle claw. Prepared to look for the suspicious perpetrator. There wasn't however, a lot to look at in the astral plane except a bunch of vast space stretching on for eternity.

Discord was beginning to think that he was right about the princesses worrying over nothing, until he felt it. That wiggling feeling he got whenever he sensed a magical imbalance. It went all throughout his body and stopped. His eyes darted around. Something or somepony was nearby, yet somehow hidden from his keen sight. Which considering where he was, is no easy feat to accomplish. Discord snapped the detective garb away and narrowed his eyes as he scanned for any sign to clue him on the source.

"Well, this is certainly an interesting sight." said a voice. It sounded as though it was coming from all around the Draconequus. "I'd never expect to see somepony such as you here, then again you were known to do the unexpected." Discord was confused by this.

"What do you mean were?" he asked.

"Come now Discord, we both know how low you've fallen from you're once great role as the Lord of Chaos." the voice purred. Discord frowned, he was the one who made ponies uneasy, not the other way around! The voice continued to speak.

"The spirit of chaos and disharmony who did as he pleased whenever he wished, now another insipid servant of Princess Celestia, doing all her menial errands."

Discord scoffed. "I've heard a similar speech already, so whatever you're trying to accomplish, you're out of luck." Discord planned to ignore what the voice was saying, when his attention was captured by an interesting question.

"What if you could go back, to that once great time?" Discord had given up his claim to takeover Equestria, and instead accepted the friendship of the chibi ponies (especially Fluttershy). After an incident with Lord Tirek, Discord had realized how valuable friendship was, and decided to forswear any second thoughts he had about giving up his old ways. Still, those thoughts would still linger, attracted to the idea of returning to the glorious days before being turned to stone for 1,000 years.

"What of it?" asked Discord, doing his best to sound uninterested.

"I have a way for you to return to your once great and chaotic self, I ask nothing from you in return." A teeny part of Discord was tempted by the offer, but he shook his head.

"Sorry, not interested." he said. The voice chuckled darkly.

"Oh, you will be." it said. Without warning, Discord was struck from a very strong paralyses spell. He couldn't move an inch, or focus his magic to fight against his attacker. His red and yellow eyes looked up, as he saw the source of the voice standing above him. At a glance, the perpetrator looked like and average unicorn stallion with a dark purple coat, white mane, and dark eyes. But Discord could tell that this was no unicorn. Oh no. This was something else entirely. The dark look in the unicorn's face made everything around Discord feel ice cold. His horn lit up.

"You shall thank me for this later." said the unicorn, casting the spell upon the restrained Discord.

"Do you really think Discord will listen to Fluttershy?" asked Applejack. The girls had left Fluttershy to go about her buisness, and were heading toward the friendship castle for lunch. Along the way, their thoughts had turned back to Fluttershy and Discord, and whether or not Discord would finally listen to their complaints. Twilight could only shrug.

"I can't really say, but if there's one pony that Discord will listen to, it's Fluttershy."

"That's exactly what we should be concerned about." said Rarity. The white unicorn faced the rest of the girls, her curled purple mane sweeping to the side as she turned her head.

"Fluttershy is a sweet pony, willing to trust ponies she believes to be nicer than they appear. And Discord takes great advantage of that trust." Pinkie who was bouncing alongside the group bobbed her head in response.

"Yeah! He doesn't even Pinkie Promise! What kind of friend doesn't honor a promise, Pinkie or otherwise?" said the bubbly pony. Rainbow Dash pounded her hooves together as she flew.

"Well if he even thinks about hurting Fluttershy's feelings, we'll give him a what for." said Rainbow.

"Easy there Rainbow." said Applejack, the orange pony attempting to settle the pegasus down. "Don't get too carried away now."

"Applejack's right." said Twilight. "Whether or not what kind of pony, or Draconequus he is, he is still our friend. And we need to try and be as hospitable as possible towards him. Even if he can be a real pain." The ponies muttered in agreement. Twilight smiled as it seemed that the matter had been settled once and for all...until the next time he'd get under their skin.

"Good! With that settled, I'm the mood for a nice daisy sandwich." The girls dropped the topic of Discord, instead focusing on their momentary hunger.

Fluttershy was beginning to worry. Discord hadn't returned all day, and already the sun was being lowered to the horizon, casting the sky into vibrant shades of sunset gold. 'Maybe he's still out on his assignment?' Fluttershy thought to herself. 'Or maybe he's really tired and went home to rest.' Fluttershy heaved a sigh. Whatever the reason, it was clear that her friend wasn't going to be coming back after all. She took the platter of now cold tea cakes she'd made and placed them in the kitchen cupboard. Perhaps he'd come back tomorrow. She looked to her animals, who were yawning great yawns, wanting to rest after all that cleaning.

Fluttershy gave them a maternal smile, and went to work seeing that her animals were comfortable put to bed. Making sure the bed were nice and warm, the bird nest were cozy, and said goodnight to each creature, gently kissing them on their heads. Soon, Fluttershy was the only creatures still stirring in the cottage. A quiet and soft yawn escaped from her mouth, her eyelids started to droop a little. Fluttershy made her way upstairs to her bedroom. As she snuggled into the covers of her bed, she whispered, "Goodnight, Discord."

Princess Luna looked up into the night sky, its many stars twinkling down on her. Even though she was in the real world, the cold, uncomfortable feeling that surrounded her in the astral plane still clung to her. That thing sent fear into her, and she dd not like it. She wondered how Discord was fairing in the astral plane. He hadn't returned, making Luna wonder if he too had been set upon by the shadow. Luna shook her head, her mind wasn't thinking clearly. Discord could take care of himself, he was likely still searching or slacking off. She put a hoof to her head. She hadn't got any rest since the other night, not wanting to encounter that shadow should it appear to her again. She sighed deeply. Perhaps a few minutes of rest would do her some good.

A dark gray unicorn in golden armor burst into Princess Luna's room, clearly in a panic. Luna turned and glared at the guard.

"HOW DARE YOU ENTER THE PRINCESS" ROOM WITHOUT HER PERMISSION!" she shouted in her royal Canterlot voice. SOme habits died hard, this was one of those habits.The unicorn guard bowed low.

"Forgive me Princess, but this is an issue of utmost importance!" he said.

"What is it?"

"Princess Celestia, she's...she's..."

"Out with it!"

"She's trapped in some kind of nightmare and can't seem to wake up." Luna's eyes widened. Was it the shadow? Had it gotten to her sister?

"Take me to her." said Luna. The guard bowed his head and took the Princess of the Night to Celestia's room. Inside, her dear older sister was tossing and turning, small groans escaping from her as she tried to escape from something in her dream. Luna went to her side.

"Sister? Sister, what's wrong?" But Celestia couldn't respond, unable to hear or open her eyes. Luna lit up her horn, attempting to enter her sister's dream and help her wake up, but she was pushed back. A tremendous force knocked Luna away and interrupted the spell.

"Your highness!" cried the guard. Luna looked down at poor Celestia.

"It seems that my sister doesn't want me to get involved in whatever is causing her this pain." said Luna. She wanted to help, but Celestia didn't want Luna to get dragged down with her. Luna turned the guard.

"Have this room guarded, alert everypony in the castle that Princess Celestia..." Luna felt her voice nearly crack, she needed to get the words out. "...is ill, and that until further notice, I'll assume all her duties."

"Princess." Luna said nothing more and sent the guard away. Once alone, Luna looked sadly down at her sister. The shadow said that this would happen, he'd captured Celestia and now she would be next. After that, what would happen?"

"What have we gotten ourselves into?" she asked aloud.

Trapped in endless shadow, Celestia was trying to find a way out. She needed to get back, to warn Luna of what they were up against. But no matter what she tried, she didn't seem to have any affect on the space around her. A cold laugh that Celestia thought she'd never hear again sounded, the possessor of this laugh approached from out the shadow.

"Greeting Princess Celestia." said the dark purple unicorn stallion. Celestia narrowed her eyes.

"Nightshade." she said angrily. "I should've known you'd return. Of course I thought it wouldn't be for another hundred moons or so." Nightshade circled around the princess, taunting her as she glared at him.

"You really haven't changed much over the last 1,000 years, have you? But I can see how busy you've been, all those new additions to your perfect little life. The return of your dear little sister, free from the evil that took hold of her. The marriage of your niece who now holds rule of the great Crystal Empire. And that gifted student who've you've sired as your protege and heir." Celestia stood her ground, refusing to be taken in by theses words.

"Yes, a very pleasant life, especially compared to one I've had to endure all these centuries."

"I had no other choice, you could've started anew, lived a..."

"A what?!" snapped Nightshade. The anger he'd built up toward her surfacing for a moment. "A normal life as a common unicorn, burdened by mortality and all other common afflictions? Forced to endure the pains and tragedies of life? I think not." What he said made Celestia look at him questioningly.

"How are you still here?" she questioned. Nightshade scoffed, as if the answer was simple.

"After you took away my longevity, I sought the one place that could preserve me until the time was right to strike. Here, in the astral plane. Here I've stayed, learning how to use it to hide and suit my needs up to this moment."

"You won't get away with this Nightshade!" said Princess Celestia. "You will be discovered, and once you are, you'll be sent to the dungeon for your crimes." Nightshade let out an icy laugh.

"You think the threat of a dungeon is enough to scare me? Me? Well Celestia, it seems you've forgotten that I fear nothing. For I am fear itself." Nightshade delved back into the darkness leaving Princess Celestia all alone.

"What have I gotten everypony into?" she asked aloud. Darkness was coming, and it was coming fast.

Episode 3

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Discord put a paw to his head, a pounding ache blasting within his skull. Where was he? What happened. He opened his eyes to find that he was back in Equestria, not far from Canterlot. As the headache began to pass, all sorts of chaotic thoughts began to enter through his head. 'How long has it been since I had any real fun?' he asked himself. Discord tapped his cloven hoof onto the ground, turning it into a checkerboard pattern that spread out as far as the borders of Canterlot. Discord grinned and decided to go further. He influenced his Draconequus magic onto the plant life, causing flowers to grow larger than their normal size and trees to turn neon colors and sprout fat pumpkins and squashes.

"Needs something more." said Discord. With each act of chaos, the more he enjoyed it, not concerning himself with whatever consequences that could come of this. In fact, he could care less what happened to anypony. Why should he if it got in the way of his fun? He turned his attention to Canterlot, a devilish grin spreading across his face. What good was all this glorious mayhem if there was nopony to react to it? Yes, the only good thing about ponies were their hilarious reactions to his outbursts.

"Next stop Canterlot." he said. As he headed toward the city, he thought, 'and then, Equestria.'

Princess Twilight and her friends were sharing a pancake breakfast in the friendship castle. Pinkie's delicious pancakes stacked high, covered with cream, berries, syrups, and other toppings that pleased the ponies.

"You've done it again Pinkie." said Twilight. "Another excellent batch of pancakes."

"I'll say." said Spike, munching his own stack of pancakes. Rarity looked at Fluttershy, who hardly even so much as nibbled her pancakes.

"Everything alright darling?" she asked. Fluttershy snapped to attention and stammered a reply.

"O-oh, I-I'm fine girls, really. I'm just a little worried about Discord, he hasn't come back or sent and word since yesterday."

"Have some pancakes." said Pinkie Pie, pushing the plate toward Fluttershy. "Food is a good cure all for any sour mood."

"Until it makes you fat." said Rarity under her breath. She daintily ate a berry from her plate. Fluttershy didn't want to worry her friends anymore than she already had, so she took a bite from the pancakes to show all was well. Spike sighed and patted his belly from the good morning meal, when he could feel a large burp rise up and belched out a scroll from his green fire.

"Heh, heh, excuse me." said Spike embarrassed. Twilight levitated the scroll, unrolling it to find a curious message. What's more curious was the sender. She read it aloud for her friends to hear.

Dear Princess Twilight Sparkle,

I'm in dire need of your assistance. There is trouble in Canterlot, and I fear I am unable to stop it on my own. You and your friends must come at once. I shall further explain once you arrive. Please hurry, there's no time to waste.

-Sincerely, Princess Luna

"What do think could be going on?" asked Applejack.

"Nothing we can't handle." said Rainbow Dash confidently. Twilight looked at the letter, a puzzled expression.

"But why is Princess Luna informing us instead of Princess Celestia?"

"Maybe she's super duper busy, and isn't able to write us a warning." said Pinkie Pie.

"What are we waiting for? Let's go!" said Rainbow Dash, zipping out of her seat and heading out the door. Rarity patted a napkin on her mouth and followed after her.

"The meal was lovely Pinkie." she said. Pinkie skipped after them smiling cheerfully.

"Looks like another adventure." said Applejack. Twilight and Fluttershy were the last to leave.

"Guess I'll stay here and hold the fort." said Spike, sitting at the table in the empty room.

The girls took the train to Canterlot, not sure what to expect. The problem was evident as soon as they stepped onto the station.

"What in Equestria happened here?" asked Rarity, just as shocked as the rest of the Mane 6. The high society city had been turned into a hodge podge mess. Some of the buildings were leaning, or appeared to be made of some jello-y material. Ponies were being chased by random objects given life. And uprooted trees were floating in the air.

"Gee, who could possibly have caused this?" Rainbow Dash said sarcastically. Twilight shot at a speeding hat box that nearly crashed into them, freezing it in place.

"We need to find Princess Celestia and Luna, now." The girls nodded in agreement, and galloped toward the castle. Along the way, they stopped to help ponies out of predicaments such as quicksand sidewalks, talking lampposts, and a mini ice cream blizzard. Pinkie Pie was disappointed to leave the ice cream blizzard behind, but they had an important mission. Finally they made it the castle, where the guards were doing their best to battle the outside forces from entering.

"We were sent by the princess." said Twilight. The guards let them pass inside. They hurried as fast as they could to the throne room. There, they found Princess Luna, gazing out at the calamity that had struck the city.

"Princess Luna, we came as soon as we could." said Twilight. Luna's blue eyes looked sadly at the 6 ponies.

"Twilight Sparkle, thank goodness you received my letter. There is much that needs to be done."

"Princess, where's Celestia? What's going on out there?" Princess Luna lifted her head, her dark mane flowing behind her.

"I'm afraid that Discord is the cause of the mess you see outside." said Luna.

"He can't be!" Everypony focused on Fluttershy, who'd spoken up. "He'd never do something like this, not after everything that's happened."

"It is the truth dear Fluttershy." But Fluttershy shook her head.

"I don't believe you, you're lying!" Fluttershy stormed out of the room.

"Fluttershy, wait!" called Rainbow, trying to fly after her, only to be tugged back Twilight.

"Let her be Rainbow, she needs time to think." Rainbow looked out as her friend left and nodded.

"It's no surprise that this is all Discord's work." said Rarity, gesturing a hoof to the window and all that as outside it. "But I'd never think he'd go this far, and risking the disappointment of Fluttershy." Luna's eyes darted to the window once more.

"I'm not so sure that this is entirely his fault." she said.

Fluttershy ran outside, the storm of chaos continuing to brew. Wherever she looked, only showed her further proof that Discord was behind all this. She shut her eyes. 'It can't be true! It just can't!' She heard a familiar laugh, and saw Discord himself causing trouble for a poor pony couple. He laughed at their misfortune.

"Discord! Why are you doing this?" Discord turned his head and looked down at the pegasus. Fluttershy stifled a gasp as she saw his eyes and the way they looked at her.

"Why? I'm the spirit of chaos, you figure it out." he said snidely.

"B-but, I thought you'd turned your back on all this. I thought we were friends." Discord roared with laughter.

"Friends? Now that is a joke. I don't have any friends, and you are certainly not one of mine." Discord vanished to continue his work elsewhere. Leaving Fluttershy standing there, her legs knocking inward, as she collapsed to the ground. The image of those eyes in her mind. Once showing warmth, they now looked at her with no recognition, as though she was a stranger. Her friend gone from them.

Princess Luna led the ponies to her sister's room, two guards posted in front of its doors. They opened the doors for Luna.

"As there been any change?" asked Luna. They shook their heads sadly. Twilight looked past Luna's shoulder and let out a gasp. She pushed Luna aside and rushed to her old teacher's bedside.

"Princess Celestia!" cried Twilight. She shook the alicorn's shoulder, hoping to get her to respond. Luna pulled her back.

"She can't hear you...she can't hear anypony." Luna's voice was filled with sadness and helplessness.

"What caused this?" asked Applejack.

"I don't know." said Luna. "I have reason to believe that this is the work of a shadow I encountered while on the astral plane. It threatened to trap me and my sister there, and so far it's kept word."

"Poor princess." said Pinkie Pie sadly, looking at Celestia who still suffered her nightmare.

"Is the shadow the reason you called Discord's help?" asked Twilight. Luna nodded.

"Yes, now it seems as though he's been affected by it, though not in the same way as my sister." A voice spoke.

"It's much more than that princess." Everypony whirled around to find a dark purple unicorn stallion standing in the corner, a dark grin on his face..

"WHO ARE YOU?!" bellowed Luna.

"Where are my manners? I am Nightshade, your highness." he said with a mock bow.

"Nightshade?"

"I'm not surprised you haven't heard of me. I came after your time, in the first days of your banishment. Like you, you're sister decided to seal me away, weakening my former powers considerably." Twilight stood tall.

"You did this!" she seethed.

"And what of it? This is what she rightfully deserves after what she did to me. I'm simply returning the favor." His tone was icy and sharp.

"You cur!" cried Princess Luna. She shot a beam of magic at Nightshade who deflected it as if it were nothing.

"I thought you'd put up much more of fight, a pity." Rainbow, was ready to charge at him, and Applejack was ready to join her.

"Unfortunately, I'm not in the position to attack, not yet anyway."

"Did you just come here to scare us?" asked Rarity, keeping her distance from him. Nightshade smirked.

"All will be cleared ponies. And by then, it shall be too late." Nightshade disappeared. Luna stomped her hoof.

"Coward." she growled.

"At least we know who we're supposed to fight." said Pinkie, trying to look at the bright side of the situation.

"Do we?" asked Luna. Her voice betraying the helplessness she felt, despite her hard expression. A guard knocked on the door and stepped in.

"Princess, the Draconequus has moved on from Canterlot, what are your orders?" The girls turned to Princess Luna, all this responsibility now squarely on her shoulders.

"Send in troops to help clean up the city. I shall contact Shining Armor and ask for his assistance in protecting Canterlot should Discord return, await further orders." The guard bowed his head and did as he was told. Luna trotted to her sister, hanging her head.

"Princess Luna," said Twilight. "if you need any help, I'd be happy to do what I can." Luna didn't look up. Instead she mumbled, "Thank you, Twilight Sparkle."

"I'll stay behind with the princess," said Twilight to her friends. "The rest of you should head back to Ponyville." Applejack nodded.

"Will do." she said.

"Let's see if we can try and find Fluttershy." said Rarity. With her friends gone, Twilight took hold of Celestia's hoof. 'Don't worry Princess Celestia, I swear I'll stop Nightshade and free you from this nightmare.' she thought. This Nightshade, whoever he was, wouldn't get away with doing this to the princess.

It wasn't very hard to find Fluttershy, the girls found her kneeling on the ground, holding back tears.

"Fluttershy!" cried Rainbow Dash. She knelt down next her friend. "Are you okay? What happened?"

"D-Discord...h-he..." Rainbow's eyes narrowed.

"What did he do? Did he hurt you?" Fluttershy shook her head. She couldn't speak with her voice breaking to tears.

"Come on sugarcube, let's get you home." said Applejack. Fluttershy didn't say a word during the trip back, instead she listened as her friends filled her in on what happened. About Princess Celestia, Nightshade, and how he was somehow behind Discord's rampage.

"What do you think we should do?" asked Pinkie Pie.

"I'll tell you what we should do, we should find that Nightshade guy and get him to lift whatever freaky spell he put on the princess." said Rainbow Dash.

"I don't think brute force is going to work." said Rarity. "And besides, we don't know where he is!" Rainbow slumped in her seat.

"Oh, right."

"Maybe one of Twilight's books can help." offered Pinkie Pie. Applejack gave her a nod.

"I'm with Pinkie. Perhaps this Nightshade character could be in one of those old history books."

"If it'll help Twilight and the princess, I'm up for it!"

"Count me in." Pinkie tapped Fluttershy on the shoulder.

"What about you Fluttershy? You wanna join us?" Fluttershy just remained silent and faced the window.

"I think it's best that she goes home." said Applejack. "It's been a big day for all of us."

"I'll help her home." offered Rainbow Dash.

"Alright, meet us up at the friendship castle when you're done." The rest of the train ride continued on in silence, nopony having any more to say. All of them wondering and worrying what was going to happen next.

Episode 4

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Rainbow Dash walked alongside Fluttershy to the little cottage. The cyan pegasus felt concerned about her friend. The two had none each other since their days in flight camp. Ever since then, Rainbow had been there to defend the timid pony, and tried to encourage her to take risks and face her fears. But whatever Discord had done to Fluttershy...it seemed like something she wouldn't be able to fix. This only further frustrated Rainbow Dash even more. Never before had she ever felt so...so...useless! Her red-violet eyes wandered to Fluttershy.

"You know you can tell me anything that's on your mind." said Rainbow. Fluttershy squeaked something that was inaudible.

"Whatever it is, you can tell me."

"He said I wasn't his friend." whispered Fluttershy, her voice constrained by the tears that leaked down her round cheeks.

"Huh?" Rainbow Dash hadn't quite heard what she'd said. But at least she was finally talking. Fluttershy stopped and faced her foulhood friend. Her teal eyes were flooding with water.

"He said I wasn't his friend."

"That's it?" Rainbow Dash was confused, saying that somepony wasn't his friend couldn't have been that bad. But Fluttershy was very sensitive pony.

"You don't understand Rainbow Dash...nopony understands. We laughed together, confided in each other, showed our best and worst sides to each other." Fluttershy sniffed. "But when he laughed at our friendship like that, and said that I wasn't his friend...it...it was just like what happened with Tirek!" Rainbow remembered that day well. When Discord had betrayed the ponies of Equestria, including Fluttershy, all the girls were shocked by this, thinking that friendship had actually meant something to him. It had brought poor Fluttershy to tears as she was caged and robbed of her flight by Tirek. But this was different from then. Discord had said that they were friends, but had been tempted into betrayal, and he'd apologized when he'd seen the errors of his choice. Whatever made him change to his old self, it didn't seem like he'd be apologizing for his actions.

"Fluttershy..." Rainbow tried to comfort her, but Fluttershy pushed her hoof away, hiding her face in her mane so she couldn't see the tears that were likely soaking her face. Rainbow Dash could only watch as her friend ran inside her cottage, shutting the door loudly behind her. Rainbow turned back to Ponyville, the girls would need her help in the library. 'We're here for you Fluttershy, when you need us.' Rainbow thought.

The girls were pouring over the books in Twilight's castle library, searching for any word or mention of Nightshade to no avail. Rainbow Dash entered, looking a bit troubled.

"How was it with Fluttershy?" asked Rarity.

"She's pretty broken up, said that this was just like the time with Tirek and everything." Pinkie sighed, her poofy magenta mane slightly deflated.

"Now I'm feel all wishy washy and depressed." she said.

"Come on girls, Twilight and Princess Luna are counting on us. Now let's knuckle down and find something we can use." said Applejack, lifting thee ponies' spirits up a bit. The search continued, till Spike entered the library, carrying a thick and heavy book.

"Um, do you girls need this?" he asked. They all turned and saw the cover of the book: Ancient Equestrian events vol 3- The defeat of Nightmare Moon and the reign of Celestia. Rainbow was the first to snatch the book out of Spike's claws.

"This is exactly what we've been looking for!"

"Ooh, convenient!" said Pinkie.

"Where did you manage to find it?" Rarity asked. Spike got a little embarrassed and looked away.

Oh, uh, I was...sitting on it...at the table." he said.

"Regardless of how or where you've found it, this'll be a mighty big help. Thanks Spike." said Applejack.

"Aw, it was nothing." Rarity stopped Spike before he left.

"We still need you Spike, get a quill and some parchment. Twilight will need to know whatever it is we find out."

Twilight Sparkle had searched the Canterlot archives going far back, but without knowing anything specific, she couldn't pinpoint what she was supposed to find in the last 1,000 years. Princess Luna entered the archives, looking up at Twilight who was scanning over the different shelves to see if anything caught her eye.

"Any luck?" ask Princess Luna. Twilight shook her head and landed back down to the floor.

"Your friends sent this message through Spike. You might want to read it." Twilight took the letter, absorbing what it had to say.

Dear Twilight,
We found some information that might be able to help you. According to this history book, it has a brief mention of Princess Celestia fighting a nightmare creature in Hollow Shade sometime after Nightmare Moon. It didn't say much, only that it was a rare creature that had power over nightmares and other dream magic. Maybe the Canterlot archives could give you a little more detail.

Take care- Applejack, Pinkie Pie, Rarity, Rainbow Dash, and Spike.

"A nightmare creature?" Twilight flew back up to the book shelf, scanning for anything that had nightmare or something of the like.

"Aha! Here it is!" Twilight pulled out a scroll, on it was the title: The creature of nightmares. "Not a very clever title, but who am I to argue?" Twilight set down the scroll and showed to Luna. Both reading its tale.

Nightmare creatures are by far one of the most rare and elusive creatures ever to be seen by ponykind. Described as being a shapeless cloud or mist, they feast off the dreams of ponies, and often have powers over said dreams. The type they have a particular fondness for are nightmares, the bad dreams that ponies would be thankful to be rid of. The also possess longevity as well as their powers from feasting. Over the course of time, many have vanished without a trace, unclear of what happened to them. Except for one, known as Nightshade. Presumed to be the last of his kind, Princess Celestia sought to make peace with the creature, however Nightshade cared nothing for peace or friendship with anypony. He saw ponies as weak beings only useful for supplying him with the needed sustenance to sustain him. But he wanted even more. So, he began to create a powerful spell that would not only make him stronger, but cast all ponies, all creatures into an eternal nightmare. That way, he could forever feast and gain ultimate power. But Princess Celestia discovered his plans and confronted him just as he was about to add the last and key ingredient for the spell. The princess tried to persuade him to forgo his hostile ambitions and live a life of peace. Nightshade however attacked, having no interest in what she had to say. Celestia knew she had no other choice to fight back. She could've destroyed the creature, but she couldn't bring herself to do it. Instead, she gave him a punishment that in Nightshade's eyes, was worse than death.

She took away his longevity, turning him into the mortal form of a pony, and locked him in the dungeons of Canterlot castle. Not long after, he escaped and was never heard from again.

Twilight set down the scroll. "So Nightshade was once this creature."

"So it would appear." said Luna. "My sister did the right thing, entrapping that beast. But now it seems he found a way to escape death as well as my sister."

"Do you think he'll try to cast the spell again? That he'll throw Equestria into an eternal nightmare?" Luna nodded.

"We may have a chance of defeating him yet. In his pony form, he isn't as strong as he once had been. We'll need to find him and find a way to undo the spell of Celestia and Discord."

"Easier said than done." Twilight said dejectedly. "Unless we find out what spells he cast exactly, we can't come up with a good counter spell." Both princesses looked out the window, black thunder clouds were rolling across the sky, crackling and flashing as they traveled. Like a sign of the oncoming trouble

"Nightshade is nothing but a weak coward." Luna said in a steely tone. Her eyes narrowed with anger at the thought of him. "Weakening the one pony who knew of him and how to stop him, and using another to throw the ponies into a state of helplessness and confusion. All so that he can swoop in and attack the defenseless ponies." Twilight ruffled her wings a little, she turned to look into Luna's face.

"He may be a coward, but right now we need to focus on his next move." said Twilight.

"You're right." Luna breathed, trying to keep herself composed. "I suggest that we assemble a small band of troops. We need to track down Discord, we need to keep him from causing anymore damage than he already has."

"But he could be anywhere by now!" argued Twilight. "Couldn't we try tracking down Nightshade?"

"You think I haven't already thought of that? We have no idea about where he could be, or what he's capable of. If we can subdue Discord, there's a chance we can get him to help us go against Nightshade."

"But princess-"

"My decision is final Twilight Sparkle!" shouted Luna. "We'll send them out as soon as possible." Princess Luna stalked off to ready the troops. Twilight wanted to go after her, to try and stop her, but there weren't many other options for them to take.

"I hope this works." said Twilight. "Celestia help us all."

Episode 5

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Fluttershy cried into the covers and pillows of her bed, dampening them with her tears. Her animal friends had gathered around her bed. It pained them to see their owner like this, so together they did what they could to lighten the sadness from her heart. All the bunnies, squirrels, chipmunks, mice, and kittens were on the bed with her. Surrounding her in a protective circle, and some of them rest on top f her like a soft, furry blanket, each snuggling and cuddling against her pale yellow coat. Harry the bear set down a piping hot cup of her favorite chamomile tea on the bedside for her to drink. The birds sang a sweet and lulling tune, a kind of lullaby to soothe her. The remaining animals stood by her side, ready to assist her anything she needed. Angel Bunny took a comb and ran it through Fluttershy's pink mane, removing it from out of her wet, teary face. Fluttershy raised her eyes to her woodland friends, she wiped her face with the back of her hoof and sniffed.

'We're here for you', their faces seemed to say. Fluttershy swallowed and did her best to smile for them, even though it was difficult for her to do so.

"Thank you my dear friends. You and the rest of my friends have shown nothing but kindness toward me, and stood by my side. I couldn't ask for any better friends." A great feeling of warmth and love spread within that room, filling the hearts of all the creatures. Fluttershy slowly moved her hoof out and took a sip of the chamomile tea. Her eyes staring down into the brew within. Without meaning to, she thought about Discord. He'd loved drinking her tea, eating her cakes (even though he was lukewarm about cake) and talking to her. A brief smile flickered on her face at the memory, disappearing as she remembered that it would only be just that, a memory. There wouldn't be any tea parties or any pleasant conversations. Angel Bunny took notice of this and placed a white little paw on her cheek.

"I'm alright Angel, I...I'm just...fine..." Fluttershy buried her head back into the bedding. Angel's long ears picked up a sound downstairs. He made a gesture to the animals saying that he'd go down to see what it was. He made a large leap off the bed and bounded down the stairs to the door. He creaked it open, seeing nopony, except a white letter on the welcome mat. He looked around outside, sniffing and listening for any trace of the pony who left this letter still lingering. Satisfied that they'd left the premises, Angel looked down at the letter. All it said was: To Fluttershy. Angel wondered whether or not he should give this to his owner. For all he knew it could've been from Discord. He debated this matter with himself for a few minutes before deciding to open the envelope. At least to check and see that it was a normal letter. Tearing it open, he pulled out the paper inside. It looked like an ordinary letter, and there wasn't anything that really stood out about it. He took the letter with him as he headed back upstairs. The animals watched as he climbed back onto the bed and lightly tapped Fluttershy with the paper. Fluttershy peaked through her mane and saw the letter in the little rabbit's paw.

"What's this?" she wondered. She took the letter from Angel and read it.

Applejack and I are heading to Canterlot to help Twilight and Princess Luna. They're sending out a troop to hunt down Discord. Rarity and Pinkie Pie will be coming to check up on you. We'll try to get back as soon as we can. Take care, you hear?

-Rainbow Dash

"So...they're looking for Discord." The critters who'd been cuddling with her slipped off as she sat up on the bed.

"I wonder what he's doing now...where he is..." The animals let out a chorus of growls squeaks and chirps, voicing their disapproval of the Draconequus and how he was the cause of Fluttershy's suffering. Fluttershy shook her head.

"It's not all his fault." she defended. "He...he...fell victim to somepony else's plans." She remembered what her friends had told her on the train. Nightshade, he was the true cause of all this. If only there was something, anything she could do. 'You could save Equestria single-hoofedly if you put your mind to it.' That's what Discord had told her before...before... Fluttershy then had a thought. 'There is something I can do!'

"I'm gonna save Discord." she declared. The animals chattered in confusion at this.

"I'll find Discord, and try to convince him to stop all this madness." she said. Her voice beginning to build confidence. "And if I can't find him, I'll look for Nightshade, and I'll find some way to bring Discord, the real Discord back." Angel Bunny folded her arms and looked at her with an arched eyebrow.

"I know it's a foolish thing to do but...Discord is still my friend, even if he thinks I'm not. I can't just sit here crying over it when I can be trying to help him." said Fluttershy. Her animals looked at her in surprise, she too was surprised at how brave she sounded. She and Angel looked at one another. His expression asking: Is this what you want? Fluttershy nodded.

"This is something I want to, and need to do." she said. Fluttershy got off her bed and trotted downstairs, her animals following after her. She went about the cottage, filling up food bowls, locking the windows, and packing her saddle bag. Some of the critters pawed at Fluttershy's hooves and tail.

"I'm gonna miss you all." she said. "But please try to understand, besides, you won't be completely alone. Rarity and Pinkie Pie will help take care of you until I get back." She hated leaving her animals, but the thought of Discord pushed aside some of that worry. The animals themselves didn't care much for Discord, but they could tell how much this quest meant for there dear owner. Fluttershy's animals gathered into a large group hug. A chorus of goodbyes and smiles followed as Fluttershy made her way to the door.

"Be good now, try to do what Rarity and Pinkie Pie say until I return." Angel stood in front of the animals, acting as their leader, giving a small salute to Fluttershy to show that she could count on them. Fluttershy smiled to them from over her shoulder.

"Farewell my friends." she said, making her way into the Everfree forest.

Discord had been laughing himself silly as he watched the ponies scratched their manes in confusion, lost in their own town.

"Oh, it's been too long since I've had this much fun." Discord said gleefully. "It's times like these when I enjoy being me. In fact...I say this calls for a song." Music started up from nowhere. Discord grinned as he spotted a couple of poor ponies pulling a pastry cart.

"Oh, how delightful!" he sang. "Do you see what I see? As we all know ponies can be such a bore, til they see what's in store, from me." Discord teleported, creeping behind the unsuspecting ponies.

"It's positively delightful! How easy it can be." Discord conjured some of his chaos magic to make the pastries squirt filling into the ponies' faces. Discord laughed. The ponies, now noticing him, ran away in fear. A police pony noticed what had happened and shot a blast of magic that Discord pitched right back at him like it were a baseball. The police pony ducked and galloped off.

"Now did they really think that a prison of stone, would work alone, against me?" Discord swung around a tall post, hanging off from it as he swung.

"It's great to be incomparable! You know, there really are so few. And all those ponies are so ineffectual, against my I.Q, yes it's true but who's complaining?" Discord danced down the street, reveling in his own chaos.

"It's plain to see, that all the mares, fouls and colts, are nothing but dolts, when compared to this truly incomparable Draconequus." Discord then proceeded to use his powers to show of his qualities as he sang.

"Who's clever, who's quick! Who thinks outside the box! Yes me." He teleported outside of a box he'd placed himself in and stopped to twirl in front of a mirror.

"The looks, the charm, the grace, the genius, and wit!" he admired his reflection, smiling to himself.

"Yes, I've got to admit, oh, golly gee! It's good to be me." He floated over the roof tops that had been covered in whipped cream hills, doing a backstroke in midair.

"It's good to be me. Who wouldn't wish that they could be? Yes. it's good to be me." The music stopped. Discord tapped the side of his chin, backstroking with one arm.

"The lyrics didn't quite rhyme, but I rate myself 10/10." said Discord. A score sheet appearing with a large #10 on it. Discord could think of nothing better than this, of course he was merely stretching. Once satisfied, he'd turn the mayhem and madness up a notch. Nopony could stop him now, and those who tried would feel the full might of his powers. Oh, what a good laugh he'll have. But there was still much to be done. So much to be done.

Canterlot had been cleaned up of most of Discord's mess, Rainbow Dash and Applejack were awaiting for Twilight and the troops.

"I hope Fluttershy reads my letter." said Rainbow Dash.

"I'm sure she got it, and if not I'm sure Rarity and Pinkie Pie will be a nice surprise for her."

"Yeah. Sorry for worrying so much, I think that everything that's been happening is starting to get to me."

"It's getting the best of all of us." Their conversation ended as they caught sight of Twilight, who had a group of soldiers close behind.

"I'm glad you could make it girls." said Twilight, grateful to have her friends here. "We're gonna need all the help we can get."

"We completely understand Twilight. After all, this is Discord we're talking about." said Applejack. Rainbow Dash nodded.

"No matter what he throws at us, we can handle it." she said, ready to get started. Twilight could feel her spirits lifting.

"Right then, we'll start in the last town Discord was spotted in and work our way from there." said Twilight.

"We're ready when you are princess." said one of the guards. Twilight gave a nod.

"Right, and everypony remember, when we find Discord be ready for anything. We need to try and reason with him, if that doesn't work, we need to subdue him and bring him back here." Everypony nodded, understanding what was expected of them. Twilight looked off into the distance.

"Let's do this." she said. The troop heading off to find the Draconequus.

Nightshade looked out over the town from a hillside. He wasn't one for all this...chaos...but it suited his needs well. Discord served as an excellent distraction for the Princess of the Night and her lackeys. He would needed if he was to take care of his business...undisturbed. A light breeze whipped his white mane behind him. A storm was fast approaching him. His body tensed as the chill of the air prickling goosebumps all over his exposed skin. Nightshade gritted his teeth. He hated this body so, it would be such a relief to reclaim his true form. The plan he'd concocted would come to fruition. Let the Draconequus have his fun, and let the ponies chase him around. Meanwhile he'd be doing something worthwhile, something that would change Equestria in the most drastic way imaginable.

Episode 6

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Rarity and Pinkie Pie had made sure to be perfectly prepared to cheer their dear friend Fluttershy right up! Pinkie Pie had packed a backer's dozen of snicker doodles, chocolate chip cookies, and apple muffins (from Applejack), even a tub of ice cream. She also had a couple of board games and few balloons to make balloon animals with. Rarity's contribution consisted of more relaxing remedies such as magazines, facial masks, makeup, and herbal bath salts.

"Do you suppose this is enough?" asked Rarity.

"Of course!" cheered Pinkie. "With all this, we'll have Fluttershy acting like herself and smiling again in no time." The two ponies walked up to the cottage and knocked.

"Fluttershy dear, it's Rarity and Pinkie Pie!"

"We're here to bring you cheer and turn your frown around!" There was no answer. Rarity tried knocking again.

"Fluttershy...are you in there?!" The muffled sound of movement could be heard on the other side of the door. The girls stepped back as it opened, out came Angel Bunny, eyeing them up and down.

"Hiya Angel, is Fluttershy home?" asked Pinkie. The rabbit stepped back inside for a moment and handed the girls a piece of paper. Rarity lifted it with her magic. She gasped as she read.

Dear girls,
I've gone to try and find Discord. I don't know how long I'll be gone, but I know this is what I have to do. As his friend, and as possibly the only pony who may be able to reach through to him. Don't worry about me, I'll be fine. Please take care of my animals and be sure that Angel is properly fed and that his tail is nicely fluffed.

Your friend-Fluttershy

P.s. If I can't find Discord, I'll try Nightshade.

Pinkie blinked a couple times at the paper. "Fluttershy's on an adventure? Aw, I wish she'd invited us."

"Pinkie Pie, this is serious!" snapped Rarity. "We need to try and stop her from doing something so...reckless, and dangerous!"

"What about the animals?" asked Pinkie Pie, pointing a hoof to Angel. Rarity pondered on this before saying, "We'll make some arrangements for them. We need to hurry, Fluttershy won't last long all alone." Rarity and Pinkie left their get well stuff inside, and galloped back toward Ponyville.

Fluttershy completely regretted ever going inside the Everfree forest. She could go in with all her friends no problem, but she was alone. A helpless chibi pegasus with no way of defending herself. She wanted to turn back, to hide under her bed and read a good book to calm herself. She shook her head. 'This place may be very, very, very, very scary. Full of Timber wolves and other monsters. But this is no time to be a scaredy pony! Discord needs you for Celestia's sake.' She thought to herself. She raised herself up and continued into the forest, shivering slightly with the fear that still clung to her.

As she traveled, Fluttershy would occasionally shudder or squeal at certain sounds that appeared without warning from the bushes.

"It's gonna take a lot more than that to make me go away." she said to herself. Her little hooves carefully treading across the forest floor, taking care not to step on anything that ranged from a little woodland critter to something that would jump out and attack her. She wasn't sure how far away she was from Ponyville, but hoped that wherever she was, that there was somepony near by who could help should she find herself in trouble.

"Perhaps I should've asked for my friends' help. Or went along with Rainbow Dash and Applejack." Fluttershy froze at a particularly loud rustling from the bushes behind her. Her ears flattened down. Whatever this was, it was larger than a bunny, but smaller than a bear. A pony shaped shadow began to emerge. Fluttershy shrieked in fright and crouched down on the ground, waiting for whatever it was to move on or do whatever horrible thing it wanted to do to her. 'If only I'd made it Discord...'

"Oh my! If it isn't dear Fluttershy." Fluttershy lifted her eyes from her hooves (which had been covering her face) at the familiar voice. She perked up when she saw who it was.

"Zecora! Am I glad to see you." said Fluttershy happily.

"As am I, but what's the reason for you stopping by?" asked the Zebra.

"I'm trying to find Discord. He's been put under some sort of spell that's making him do all these terrible things to other ponies." answered Fluttershy. "I was also hoping to find the pony who did this to him, named Nightshade. Of course, that could very well be impossible, since I don't even know what he looks like." Fluttershy heaved a sigh and lowered her head.

"It's silly, isn't it?" Zecora shook her head.

"Not at all my friend, it's not silly to want to mend, the heart and mind of Discord, despite him being a chaos lord." said Zecora. Fluttershy gave a small smile. Then, she thought of something.

"Do you know of how I can find him?" she asked. "Discord or Nightshade I mean." Zecora nodded and gave a wise smile.

"But of course, you dear Fluttershy must start at the source." Fluttershy cocked her head.

"What? What source?"

"If you truly wish to free the Draconequus, you must journey to the Hollow Shades dear Pegasus."

"The Hollow Shades...?"

"Word has spread that it is where Nightshade once dwelled, only he knows how the curse can be dispelled."

"Where did you hear about this?" Zecora gave a deadpan answer, as if it were obvious.

"You're friend Pinkie Pie traveled all over town, and I happened to listen in while she was around."

"Of course it was Pinkie. But how do I get there?"

"Continue on through the wood, to the ruins of where the ancient castle once stood. Through Rumbling Rock Ridge and Foal Mountain, and there you'll arrive in Hollow Shades where you can ease your burden." Fluttershy repeated the directions to herself over and over in her mind.

"Thank you Zecora, I can't thank you enough." Fluttershy said her goodbyes and hurried on her way. Zecora couldn't help but smile sadly as she left.

"If only she knew that to save Discord, there may be a price she could never afford."

The troop searched the area of the seaside town of Baltimare, the place of Discord's rampage.

"Wow, Discord really went all out, didn't he?" said Applejack. Indeed, Baltimare looked just as crazed as Ponyville had during Discord's first escape from his statue prison.

"Something's got me wondering." said Rainbow Dash to Applejack as they helped with the search.

"When Discord first got loose, he tried to turn Ponyville into the chaos capital of the world! Remember?"

"How could I forget?"

"Well, what's been bugging me is why he hasn't tried doing that again. I mean, he tried it the first time, and Ponyville is way closer to Canterlot than Baltimare." Applejack put her hoof under her chin.

"You have a good point there Rainbow. Then again, who knows what Discord's thinking? What with that spell Nightshade put on him. For all we know, Discord might've been ordered not to attack Ponyville by Nightshade."

"Why would he do that?" asked Rainbow.

"How should I know what evil varmints are thinking?!"

"Just a question." Rainbow Dash grumbled, folding her hooves. Twilight flew to them, flapping her wings vigorously.

"Any sign of him?" she asked. The two ponies shook their heads.

"Sorry Twi, but it looks as if Discord's long gone." Twilight stomped a hoof in frustration.

"This is so irritating!" said an upset Twilight.

"What about a tracking spell, can't you try using that?" asked Rainbow. Twilight tried to calm herself as she shifted to Rainbow Dash.

"I would, except Discord is blocking me and making this all more difficult than it needs to be." she said through her teeth. It was no secret that even before this mess, Twilight and Discord didn't get along all that well. Probably stemming from how Twilight would often get the backlash of Discord's jokes and pranks. But as his friend and the Princess of Friendship, she did what she could to let it slide...she didn't forget what he'd done but she wouldn't hold it over his head unless absolutely necessary.

"Easy Twi, remember this isn't all his fault." said Applejack. Twilight took a few deep breaths and gradually calmed down.

"I know, I know, but that doesn't mean I can't be a little irked by this." she said. "I can only imagine how Fluttershy must be feeling. Those two were pretty close."

"She's just going through the motions." said Rainbow Dash. "Rarity and Pinkie Pie are supposed to be checking in on her around now." Twilight was relieved to hear that her friend was in good hooves. Twilight turned to the head of the guards, "Have you found a way to track him?"

"Yes your highness. A trail of fudge roads, upside down trees, and other strange things follow out of the city."

"Very good. We'll follow it immediately." said Twilight.

"I'll gather up the troops." The head guard saluted and went off to do his task.

"You're sure this is a good idea?" Rarity questioned Pinkie Pie. Pinkie nodded. The two were preparing to scour the forest in search of Fluttershy (making sure Spike looked after the animals). Pinkie had eagerly packed up all their necessities and was ready to go. Rarity pulled her stylish scarf tightly around her neck, the only one of the pair less than thrilled to be journeying into the scraggly and...dirty wood.

"Well, I suppose we should go on then, for Fluttershy." Into the dense forest they went, not knowing of their friend's planned destination.

Episode 7

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Discord lounged back in a makeshift hammock made of plush clouds, idly humming to himself as he rocked back and forth. All that wonderful mischief he caused had led him to taking a quick break to relax, and take pleasure in all that he'd done. The Draconequus looked lazily up at the sky and with a flick of his wrist, changed the clouds into more definite shapes and gave them color. First he did one in his likeness, then one of an hot fudge sundae, a voracious knihm, and a butterfly that made him stop for a moment. The butterfly had pink wings and a blue body. It reminded him of something, deep in the corner of his mind, but he couldn't quite place it. He shrugged it off and made the butterfly vanish, replacing it with a tornado. 'Hmm, that would be interesting.' Discord swirled a single talon round and round in a fast circular motion. From it, a raging tornado formed, spinning and swirling as he let it fly. Discord squinted to see where the raging whirlwind was heading.

"Looks like it's heading to Rumbling Rock Ridge." he said. "I almost pity the poor pony who'll come across it. Almost but not quite." He looked down at a conjured wrist watch at the time. "I'd love to stick around and see the action, but I need to get going." Discord materialized away, his tornado bringing destruction to anything in its path.

Traveling from the ruins of the Castle of the Two Sisters to Rumbling Rock Ridge was much more peaceful than Fluttershy had first expected. The trees began to span out into a clearing, the ridge coming into view. Soon, Fluttershy would be there, and she'd be one step closer to saving Discord from himself. The once pleasant trip then took a turn as the storm began to break. The black thunder clouds cracked as a downpour of rain came crashing down.

"Oh dear." mewed Fluttershy. She'd left behind her umbrella, and was now getting soaking wet. Strong gusts of wind pushing the pegasus back as she fought against it. She squinted, trying to see through the wind and water that was obscuring her vision. Over the sound of the wind, she could hear a louder roar that was approaching. Her eyes searched around for what it could be. Was it a dragon? No, it couldn't be. She could feel it in the wind, fast and strong. That's when she saw it approaching on the horizon. A large, gray tornado.

Fluttershy instinctively ran, searching for cover in the open space. Her eyes caught sight of a cave opening in the ridge, it was small, but it was suitable enough cover. Running as fast as her legs could carry her and flapping her wings to help increase her speed, she ducked into the cave. Once inside, she stopped and began to breathe deep breaths.

"I thought I'd never make it." she said. Fluttershy's ears perked up. She wasn't alone.

"Hello? Anypony here?" A soft guttural growl sounded. Fluttershy sniffed, a light stench in the air. Peering at her from the darkness of the cave were six pairs of glowing green eyes. Crouching toward her, prepared to pounce were three Timber wolf pups. Their bodies made out of small twigs and leaves.

"Oh my!" said Fluttershy. The pups looked cute, not unlike the little foxes she took care of one spring, on the other hoof, they looked at her a scary way. Deciding whether or not to dig their teeth into her. A clap of thunder sounded, the tornado's roar sounding closer than before. Fluttershy looked down at the pups. They were shaking despite the brave act they were trying to put on.

"Poor things." she cooed. She extended a hoof to the pups who growled at it, wary of the pegasus and her intentions. Fluttershy remained quiet and took a small step toward them. The pups stood their ground, baring their teeth. Fluttershy didn't retract her hoof a fraction, leaving it out for them to sniff. The pups sniffled over the hoof and looked up at the chibi pegasus, deciding she didn't pose as a threat to them.

"That's it, good pups." she said. The sweet moment ended as the tornado came spinning by, it's thrashing wind entering the cave, trying to suck up the pups. Fluttershy grabbed the three Timber Wolf pups, holding onto them tightly.

"Hold on!" she told them. The pups didn't object, their paws holding firmly onto her. Fluttershy backed further into the cave, waiting for the tornado to pass.

"Don't worry little ones, I won't let go of you." This confused the pups, even more than they already were. Why was this pony helping and protecting them? What did she think she was going to gain? The violent wind died down, Fluttershy let out her relief.

"Everything's alright now." she said. She set the pups back down. "Are you all okay?" she asked them. The pups did nothing to reply, but they appeared to be well. Fluttershy gazed out at the storm that continued to rage on outside the cave.

"Looks like we're all stuck together until it clears up." said Fluttershy. She turned back down to the pups. "I hope you all don't mind, I'll leave as soon as the weather gets better." The pups just ignored her and went about their own business. Fluttershy gave an understanding smile.

"You probably don't trust me, I don't blame you. If a strange pony came up to me, I'd be wary too." said Fluttershy. She knelt down onto the cold cavernous floor. It was getting late, and she needed her rest. Her eyelids drooped and she quietly dozed off. The Timber Wolf pups crept to the pony and curled up at her sides. The four creatures slept together in the cave, the storm obsolete to them.

Pinkie Pie and Rarity had looked high and low for Fluttershy with no success. And when the storm hit, they decided it was best to head back and try again later. Rarity groaned as they entered the Carousel Boutique.

"I'm covered in mud, ugh, and I've got leaves in my mane!" whined Rarity. Pinkie Pie shook the water out of her poofy mane like a dog, getting it all over Rarity by accident.

"And now I'm wet."

"Aw, don't you worry about a little water Rarity, We'll get you all dried off an cleaned up, and we'll play games all night long!" said Pinkie Pie with her trademark smile.

"Oh, I do hope Fluttershy has found shelter from this weather." said Rarity.

"Of course she's okay! Don't be such a stick in the mud." Rarity wasn't so certain though. Just what would happen to their friend?

Fluttershy awoke suddenly. Not because of the thunder, but because of the whimpering she heard beside her. She wrapped her arms around the Timber Wolf pups and smiled in a motherly way.

"Shh, it's alright, it's alright." her voice soothing them. "I know, how about a lullaby? This is one my mother used to sing whenever I got scared." Fluttershy sang softly as she drew the pups close to her.

"Let's go in the garden, you'll find something waiting! Right where you left it, lying upside down. When you finally find it, you'll see how it's faded! The underside is lighter, if you turn it around. Everything stays! Right where you left it, so you'll never forget it. But it still changes, ever so slightly! Daily and nightly! In little ways, while everything stays." The pups were enchanted by her lulling melody, seeming to smile as they shut their little eyes. Fluttershy vocalized the tune till she was sure they were sound asleep. She lightly kissed their snouts as thought they were her own animals.

"Good night." she whispered, she too went back to sleep.

The next morning, Fluttershy stretched, she saw that it had stopped raining, left over raindrops drip-dripping from the mouth of the cave. The Timber Wolf pups began to stir, raising their wooden heads up to her.

"Good morning little ones." said Fluttershy. The pups yipped in response.

"Thank you for letting me stay here, but I must get going." Fluttershy was about to trot off, but the Timber wolf pups tugged her back back pulling on her tail with their teeth.

"I can't stay, a dear friend of mine is in trouble, and I need to get to Hollow Shades in order to help him." Fluttershy explained to them. "Besides, your parents must be so worried about you." The pups flattened their ears and sadly whimpered. Fluttershy's eyes widened.

"Unless...you don't have any parents?" she asked. The pups nodded. "You poor little things! I'll take you right home, you might need to live in the forest of course, seeing as how you'll get too big for the cottage." Fluttershy stopped mid-ramble as she remembered her quest.

"Sigh! But I really need to get to Hollow Shades." The pups looked at each other and talked to each other in their own language. Agreeing on something, they pushed and pulled Fluttershy further into the cave.

"What are you...?" she stopped as she felt a faint breeze in the dark tunnel of the cave. "Is this a shortcut?" The pups nodded. Fluttershy smiled and scooped the pups up in a hug.

"Thank you, thank you so much! Would you mind leading the way?" The pups leaped out of her hug and started down the tunnel, Fluttershy followed close behind. 'I'm coming Discord!' she thought boldly.

Episode 8

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The Timber wolf pups continued to lead Fluttershy down the winding tunnel. The pegasus shivered at the cold surrounding her, but she continued to follow the little pups, having no other option but to follow them.

"Not to trouble you," she said to the pups, "But is it much farther now?" The pups didn't answer. A glimmer of light came around the corner. As they continued toward it, the light became a bit brighter. Fluttershy's eyes widened, at the end of the tunnel, she could see train tracks and the foal mountains.

"The mountains!" cried Fluttershy. She bent down to the Timber Wolf pups, stroking their backs. "Thank you my little friends." she said. The pups gave her a nod, and headed back into the cave.

"Wait, don't go! I can't leave you all alone." said Fluttershy. The pups gave her a look, saying that they could handle things on their own before darting into the cave.

"I'll come back for you!" Fluttershy called out after them. She wished she could take them with her, but it could get dangerous for such little wolves. It was best that they stayed in the safety of their cave until she came back for them. She turned and faced the distant mountains. On the other side was the Hollow Shades, the place where she would find Nightshade, and hopefully a way to get her friend back.

Twilight, Rainbow Dash and Applejack were assisting the guards in packing up their supplies from camping out last night during the storm. They were getting close, Twilight could feel it, literally. As they followed the trail of chaos, Twilight and the others began to feel a strange, wacky feeling that became thick in the air.

"Yeesh, it looks like this'll take quite a while to clean all this up." remarked Applejack, looking at a nearby lake full of icky paint-like goo that appeared to be moving. Rainbow nodded in agreement while eyeing warily at a bull-frog being matador-ed by a floating red cape.

"Once we find Discord, we'll get him to clean up everyone of his messes." said Twilight.

"Yeah, about that, just what are we gonna do once we find him?" asked Applejack.

"We'll restrain him, and haul him back to Canterlot. I'll look for a way to undo whatever spell Nightshade placed on him."

"And do you think that'll work?" asked Rainbow Dash, a bit doubtful of the plan.

"It has to. The Element of Harmony are gone, and without knowing how to unlock rainbow power again, we have no other option. Failure is not an option." said Twilight grimly. Rainbow Dash and Applejack grew silent as they looked at their friend. She was riding so much on this plan, they couldn't let her down, they couldn't fail.

Discord felt bothered by a feeling he did not like. He felt...bored. BORED?! How could he be bored?! He was Discord, the master of chaos! He could conjure whatever he wished, do whatever he wished. With all that, he should've been anything but bored. Discord pondered over this. Perhaps it was because of the other feeling he'd felt. Ever since he began his rampage, he felt as though something was missing. But what? He snapped his talons (in a normal way, not conjuring anything).

"Of course!" he declared. "What's the point of all this delightful chaos if there's nopony to witness it? In fact, I'd say that it's about time that I get right down to business." Discord had had his fun, now it was time to crank it up, and begin his full on take over of Equestria.

"Let's get started now, shall we?" said Discord grinning. As he materialized away, the area he'd been standing in twisted and contorted into his own chaotic vision. Things were about to get crazy, er, crazier.

Nightshade looked down into the steaming cauldron before him. He'd added every ingredient, except for one last thing. The key ingredient that made the spell complete. He walked toward a nearby shelf, and took an old, cloth bag.

"Soon...just a little bit longer, and I'll finally complete my long awaited plan." he muttered to himself. Nightshade's eyes shrank as he sensed somepony. Somepony was approaching the Hollow Shades, coming for him. He waved a hoof over the surface of the cauldron, an image a weak-looking yellow pegasus was heading up Foal Mountain. Flapping her wings every so often to assist in her climb. Nightshade scoffed.

"A pathetic pegasus is coming to me? How quaint. I should prepare to welcome her." he said. "She'll wish she'd never even come here." His horn lit up and he vanished in an instant. She wouldn't know who she was facing.

Episode 9

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After what seemed like eternity, Fluttershy had finally made it over the Foal Mountains, and was on her way to the Hollow Shades. She wondered what Nightshade would be like. Would it be easy to ask him to release Discord from his spell? There was no turning back now. She'd come all this way, and all that was left was to head down the mountains, and search for the mysterious pony. The journey down the mountain was much easier than the climb up it, and in no time she arrived in the Hollow Shades. It was a forest full of dark, trees. Fluttershy trotted through them, calling out for Nightshade to appear so that she could talk to him.

"Um, hello? Mister Nightshade sir, I'd like to talk to you. If you don't mind. Mister Nightshade?!" Fluttershy trotted into a clearing, and continued to call out for him. A whooshing sound came from behind her. Fluttershy gasped, whirling around to see Nightshade standing there with an eerie expression.

"You called?" he asked, circling around Fluttershy as if she were prey. Fluttershy gulped, trying her best to be brave.

"Y-yes, I did. I want to talk to you." she said.

"About what?"

"About the awful spell you put on Discord, turning him into a big meanie." Nightshade laughed a cruel laugh in her face.

"Such an insipid pony you are, I merely gave him what he wanted, deep down inside."

"W-what?"

"You truly think he enjoyed being reformed, having you and all those other ponies using him like you have. No, he wanted to be his true self. To bring chaos and mischief to all. A foolish and wasteful ambition, but a worthy enough distraction. All I did was bring himself, his true self, to the surface."

"That can't be! Discord's my friend, he'd never do anything mean or say such hurtful things to me if it made me unhappy!" Nightshade smirked.

"Indeed, you were quite the problem, so, I saw to it that my spell locked away all those pesky memories of you and your times together. We wouldn't want a remorseful or guilt ridden Draconequus on the loose, now would we?" Fluttershy could feel tears threatening to fall from her eyes, but she held them back.

"I want you to undo it." said Fluttershy. "I want you to undo your spell on Discord. Please, I can't bear to see him like this. So mean, and not caring for others. I want my friend back." Nightshade scoffed, and stopped circling the pegasus.

"And why would I do that?" he asked.

"Please, I'll do anything, I'll take his place even, just free him from your spell." Those teal eyes became large as she pleaded with him.

"Just what can you offer-" Nightshade stopped. His eyes getting a good look at Fluttershy, the glowed a little as they peered inside. He saw it, Fluttershy's heart. It was a pure, and beautiful heart that loved and cared for all manner of creatures. It shined with such bright vibrancy that it was almost blinding. Nightshade blinked, and could see the pegasus normally. A sly smile tugging upon his lips.

"On second thought," he said walking slowly toward her. "There is, something that I want from you." Fluttershy stood her ground.

"And, what exactly is that?" she asked nervously. Nightshade stopped an inch away from her and whispered what he wanted.

"Your heart." Fluttershy quickly put a hoof to her chest.

"My...my heart?!" Nightshade cackled.

"I don't want your physical heart." he said. He produced a small bag, and pulled out a smooth, glass heart (shaped like the crystal heart almost). "With this, I shall contain your love, your essence, everything tied to your very being, and in exchange I shall return your dear Draconequus to you." Fluttershy took a tentative step back. She couldn't give her heart to him, could she? If it meant freeing Discord...

"You promise that you'll free him once I give you my heart, right?" Nightshade nodded.

"Of course, cross my heart." Fluttershy looked down at her chest, her hoof still placed firmly on it. For Discord. She sighed and looked Nightshade in the eye.

"I'll give you my heart." said Fluttershy softly.

"A wise choice." said Nightshade. He held up the glass heart and his horn lit up as he cast the spell. Fluttershy hung her head in defeat. All the love and feeling in her drained out and into the glass heart. Her coat and mane became paler and paler, until they were see through, and she began to harden over. The pegasus was being turned into glass, like the vessel that now held what made her Fluttershy. A tear managed to escape and plink to the ground. Fluttershy thought her last thought before everything went dark. 'Forgive me everypony.'

When the spell was complete, he held up the glass heart, it felt warm and had a pale pink glow about it.

"You really are too trusting dear pegasus." said Nightshade. "Because unlike you. I don't have a heart." he chuckled darkly. "Well, now I do." He placed it back into the bag and vanished away. A glass statue of what had once been Fluttershy remained in the clearing.

An hour or so later, two twin earth pony stallions were pulling a cart full of odds, ends and do-dads were passing through Hollow Shades. They traveling salesponies had heard about how the spirit of chaos went nuts and was wreaking chaos. The brothers were taking opportunity of the situation by gathering as much as they could and having an end of the world sale. They entered into a clearing, where they saw a glass pony statue.

"My, what a detailed piece of work." said one of the brothers.

"Indeed brother. We could make quite a bundle of bits of this."

"My thoughts exactly. Let's load it up into the cart and continue on."

"They might not know it yet, but there's somepony who won't be able to live without this beauty until we show it to them." With the statue loaded into the cart, The brothers left for who knows where to sell and swindle their merchandise.

Episode 10

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Episode 10

There was oddness in the air as Discord floated aimlessly in search of something to do for his own amusement. His ear perked up at the sound of music. He followed it and hid in the bushes so that he could get a good look at the spectacle before making his own grand entrance. Two unicorn twins with red and white manes and a cart behind them were singing to the crowd of ponies that had gathered around them, promoting their pitch for the items they wanted to push on them.

"Gather round you ponies, this happens only once in your life."

"You find a special something, to free yourself from strife!"

"We've got every sort of thing, yes nothing can be beat."

"When you see that something, it'll make your life complete!" The last line captured Discord's interest, so he sat and listened, enjoying the catchy tune as the brothers sang.

"With a world that's going mad, don't you think it'd be good to find the thing you've wanted."

"The thing you really need."

"The Famous Flim Flam Brothers, shall help you to succeed."

"We've got vases, pots and pans, cards of assorted sizes. Apple peelers, little wheelers, just see what your prize is."

"Keys to doors, as well as doorless locks. Amulets, collars for pets, even a mystery box."

"Hats and books, priceless old antiques. And now we present to you, something that's unique." Flim's horn lit up with a green aura as he pulled from the cart, a large object covered in a tarp and tied up with rope to avoid damage. Like the crowd, Discord was curious as to what lay beneath the tarp. With their magic, the brothers undid the rope that bound it and lifted the tarp off as though they were performing a magic trick. The crowd gasped at what they saw. It was a life-sized glass statue of a chibi Pegasus, half her face covered by her mane, and a sorrowful expression on her face. She was impeccably detained and so life like. If not for the fact that she was glass, they could've believed that she'd come to life. She captured everypony's attention, seeing her as a fine piece of art. Discord also found himself interested in the statue. He couldn't put his claw on it, but there was something about the statue that drew him toward it.

"Step on up you ponies, and make your claim!"

"For once you find that something, you'll be glad that you came!" Discord suddenly materialized in a showy, flashy puff of smoke, startling all the ponies, including the Flim Flam Brothers.

"I'll take it." said Discord pointing a claw at the glass statue. The brothers nervously adjusted their hats, shaking in Discord's presence.

"A-are you sure my good, er...fellow?"asked Flam. "Surely there's something else we can interest you in?" Discord however shook his head.

"Nope, the statue is what I want, nothing more or less." he said. He primed his claws at the ready. "Of course, if you're still unwilling I can always take it and leave you a mess you'll have to clean up." The Flim Flam Brothers shook their heads and waved their hooves frantically.

"No, no! That won't be necessary. The statue's yours."

"In fact, it's free of charge." Discord levitated the statue up and grinned.

"A pleasure doing business with you gentlecolts." said Discord with a bow. "You've been most helpful." Discord disappeared, but not before turning Flim and Flam into a giant knave playing card. Flim was on top and Flam on the bottom, and were shocked by their current predicament. The ponies from the crowd screamed and scattered out of sight, not wanting to be caught by Discord's wacky magic.

Discord was sitting upside down in a tree, and conjured up a map of Equestria.

"Let's see, it's about time I settle down and set up shop." said Discord. "But where should I go? Hmm..." He closed his eyes and placed a claw on a random spot on the map. He opened his eyes and saw that it had landed on a place called Ponyville. It looked like a good place to cause trouble. Why hadn't he gone there in the first place? He shrugged it off and swung himself upright onto the tree branch.

"Now to have a better look at the property." In a flash, Discord was instantly in Ponyville. He looked carefully around at the little houses and the chibi ponies before he said to himself, "It needs work, but defiantly a good place to become the chaos capital of the world." He cracked his knuckles, ready to get to work.

"We should try going back out and look for Fluttershy." said Rarity, looking out the window of her boutique. They'd waited long enough, and needed to hurry and catch up to Fluttershy.

"Sounds good to me." said Pinkie Pie. Rarity and Pinkie Pie opened, and what they saw was so surprising, that they immediately ducked back in and bolted the door. Ponyville was starting to change, and it wasn't hard to guess who was changing it. What with the obvious checkered pattern, houses uprooted and turned upside down, and just a general oddness that affected not only ponies, but objects as well.

"Dear Celestia!" exclaimed Rarity. We need to send a message out to Twilight immediately."

"You can count on me to deliver it." said Pinkie. "I'll zip on over and warn her that Discord is here in Ponyville."

"That's all well and good, but do you even know where she is?"

"Pfft! How hard can it be? Just sit tight Rarity." Pinkie Pie bolted out the door and called out, "Help is on the way!" Rarity gulped.

"I certainly hope so.

Episode 11

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Discord was loving the progress coming along with Ponyville, as he twisted it more and more until it became unrecognizable. He chose what seemed to be a good spot that gave an excellent view of the chaos, and conjured up his throne. He sat down and used his paw and claw to frame the landscape, visualizing what it should look like. He snapped his lion paw, and instantly it looked as though somepony had been having a paint fight and had splashed bucket loads of garish paint onto the ground. Using his claw, he contorted part of the ground, making it twist as it turned into a spire. Then he made the spire stretch and go out to wind through the town.

"That's it. It's coming along nicely. Just needs something to tie it all together...right! I nearly forgot!" He snapped the glass pony statue he "acquired" from those brothers. He smiled at first, but frowned at the pitiful expression etched into the statue's face. This had to be dealt with of course. He snapped, attempting to make the pony smile. But nothing happened. He tried again. Nothing. He furrowed his brow in confusion. Why wasn't it working? Maybe if the statue were a bit more...lively, it would help bring some change to it. Snap! The statue remained as it was. A statue. No change whatsoever.

"Curious." he muttered to himself. Discord circled around the statue, and that's when he noticed it. A magic was cast on this glass pony, a kind that was, regretfully, out of his league. A magic that rendered any changes he attempted to use on it useless. Discord shrugged, not letting it put a damper on his mood.

"Oh well, it's still a somewhat interesting, if not mournful piece." he said, and kicked back on his throne. "Now the, what to do next?" He cracked is knuckles, surveying the vast landscape before him. The possibilities were endless, which suited him just fine. He grinned as he bent and contorted reality to his will. He had a brilliant idea to turn it inside out and back again, when something stopped him. He felt a chill run down his back. He found his eyes glance over at statue. Maybe it was because of his time being in a statue, but he felt a little something, unnerve him. Like the statue was hanging her head in disappointment toward him. And some part in him didn't like it. He used his magic to turn the statue around so it wasn't facing him, and resumed his chaos.

But he could still feel the sadness and disappointment. He'd been feeling all sorts of strange things lately, and not in a good way. What was going on?

"What do you mean we lost him?!" Twilight practically screamed. The guard was momentarily taken aback before he said, "It's true your highness. There's no trace or trail that can show us where Discord has gone." Twilight rubbed her forehead.

"That means that all of this searching was for nothing! I bet this was Nightshade's plan all along." said Twilight.

"You were only doing what you thought would help Twilight." said Applejack. "We can worry about Discord later. Right now, I think we'll have better luck finding out what that Nightshade feller is up to."

"Yeah!" added Rainbow Dash. "We can take care of Discord whenever. In the mean time, let's find the guy who's been sending us on this wild goose chase."

"But where do we even start?" asked Twilight. Just as she said that, Twilight spotted a blur of pink approaching them at high speed.

"What is that?!" asked Applejack, noticing it too. The blur that was moving with such remarkable speed, came to a halt in front of the girls, and turned out to be none other than Pinkie Pie.

"Pinkie? What are you doing here?" asked Applejack. Pinkie Pie panted, trying to catch her breath.

"I came to tell you-pant!-that-pant!-Discord is-pant!-in Ponyville!" The girl's eyes widened at the mention of this.

"Discord's in Ponyville?" asked Rainbow.

"That's what I just said!" said Pinkie Pie.

"Why does he always make us go back to where we started?" Twilight wondered aloud. "Sigh! Whatever, I've had enough of Discord and Nightshade's games. It's time to put an end to this."

"I'll get everypony set up to go." said Applejack.

"There's no time for that." said Twilight. "With Discord in Ponyville, there's no telling what he might do. It'd be best to go on ahead and have the guards act as backup just in case."

"I'll tell them." Twilight looked out to where Pinkie had ran from, imagining Ponyville in a complete, chaotic mess. 'I hope everyone is alright.' she thought.

Episode 12

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Episode 12

Sure enough, Ponyville had become an unruly and chaotic mess. The once humble and quaint little town had become so twisted, inverted, upside down and back again that it was unrecognizable. All that remained that could show that this place had once been a town, were the few houses which had remained unchanged and were floating a few feet off the ground, and the townsponies who were running around in a panic, looking for cover from the madness that had now taken root in their once lovely residence. And at its center, where the town hall had once been, stood a tall castle made entirely out of playing cards which towered over the area. Technicolored clouds swirled high around the castle's spires, as if preparing to brew up a storm. Inside, in the throne room, Discord lounged in his high-backed throne, wearing a golden crown and a red, ermine trimmed cape just for the heck of it, and summoned some of civilians he'd captured and put to work to entertain him. In a flash they appeared before him. There was Scootaloo, now dressed as a medieval tumbler, Sweetie Belle, who was suspended by strings and made to look like a marionette, Apple Bloom, dressed in a jester's outfit, and Spike, wearing a minstrel's outfit not unlike the one he wore during the Hearth's Warming Eve play a while back.

"What in tarnation?!" cried Apple Bloom in shock, looking to her friends, and then down at her own getup. Spike looked up at Discord and pointed a claw at him.

"What are you up to this time, Discord?" asked Spike. Discord merely smirked as he twiddled his thumbs.

"Oh, it's quite simple really, I want you to amuse me." he said. "You're the entertainers, so entertain." Discord flicked a single claw of his talon through the air, as he cast a little spell with his magic.

"Huh? Whoa, what's going on?!" cried Scootaloo, as she was suddenly lifted into the air and placed on a tightrope without a safety net, and began to do tumbles and balancing acts on it.

"My body is moving on it's own!" cried Sweetie Bell, as the puppet strings moved her through the air, making her dance not unlike a ballerina.

"Me too!" cried Apple Bloom, as she was now on a unicycle, juggling an odd array of objects. Spike's eyes widened, and he turned back to face Discord.

"Leave them alone Discord," he said, trying to sound brave. Discord chuckled.

"Oh, but it's so fun." he said.

"Well, they're not having fun." pointed out Spike. Discord waved a paw.

"That's of no consequence." Discord snapped his lion paw, and a lute appeared in Spike's arms. "Now, play me something, minstrel."

"Why should I?" asked Spike, folding his arms. A devilish smile and a wicked glint appeared on Discord's face, making Spike get chills down his spine.

"Because if you don't," said Discord examining his talons, "Then I'll turn you into a fire-breathing wagon, and see if maybe that will amuse me." Spike sweated and smiled nervously.

"A-alright, one song coming up." said Spike, he did his best as he strummed the lute.

"Now sing." said Discord. "And don't forget to dance." Spike then hopped about the throne room, as he belted out a song, his voice cracking at the high notes.

"Oh, traipse and traipse and traipse galore. And traipse and traipse and traipse some more!" Discord chortled at the sight, they all looked so ridiculous! Spike stopped singing but continued to play and dance.

"Twilight and the others will stop you, you know." said Spike. "Then you won't be laughing anymore." These words only made Discord laugh louder.

"Stop me? Oh please." he said, batting his lion paw. "What can a little band of ponies possibly do to stop me? Ask me to turn everything back just because they say so? Ha!"

"They've done it before!"

"Believe what you like, little dragon, but the fact is that nopony can stop me, and nopony ever will."

"Fluttershy could! If she were here now, she'd get you to put a stop to all this and apologize to everypony for what you've done." Discord looked at Spike and blinked.

"Who is Fluttershy?" he questioned. Spike stopped his lute playing and hopping, giving Discord a shocked expression.

"You know, Fluttershy. Pegasus, long pink mane, very shy, like animals. She's your first and best friend." said Spike. Discord snorted and then burst out laughing.

"Me, friends with a...with a pony? Ha!" he continued to laugh. "The idea! You really are too much." Spike had just about had it, and smashed the lute against the throne room floor, causing it to splinter with a loud Twang! Discord stopped laughing as the little dragon stopped up to him in a huff.

"That's enough!" he cried. "You may be a spirit of chaos or whatever, but to insult Fluttershy like that? Acting like she doesn't exist or that your friendship with her doesn't matter? That's too cruel, even for you."

"Really?" asked Scootaloo, trying to keep herself from falling. "That's where you draw the line?" But Spike wasn't listening.

"Fluttershy was heartbroken when she came back from Canterlot, after you told her you weren't friends. She looked like she was on the verge of tears." said Spike. Discord had listened. He recalled a Pegasus in Canterlot, and how downtrodden she look as he left her and cleared up the delusion she had that he knew her or that the two of them were friends. Had the thought of not being his friend really made her that upset? He didn't even know her. Or, at least, he believed he didn't know her. His mind still felt a little foggy in some parts, and the name Fluttershy seemed faintly familiar. But Discord shook his head and folded his arms across his chest.

"I think that's enough out of you." he said. Snap! Spike disappeared to the dungeon he'd made, and the CMC soon followed suit. "Friends. I don't have any friends, let alone one." With a flash, Discord teleported to his bedroom chambers, where the glass statue stood a few feet away from his bedside. He sprawled himself out on the bed and looked over at the statue, particularly in its eyes. It was almost as if the sadness was directed at him, showing him pity. Discord let out a groan, and decided to take a midday nap to help rest his chaotic thoughts, and perhaps provide himself with some interesting inspiration from one of his dreams. He closed his eyes, and after a few moments, he was out like a light, as the panicked screams of ponies rang out below.

Nightshade couldn't have been more pleased. Everything was coming together oh so perfectly. In his secret hideout, he'd nearly finished concocting the spell. All he had to do now was let the potion in the cauldron simmer until nightfall, and then he could enact the ritual. He held out the pure heart he'd stolen before him. How warm it felt, and how brightly its soft glow seemed to shine. And very soon, it would provide him with the power he needed in order to take over this pitiful world. He used his magic to create a projection of Ponyville, now in chaos.

"I've let the Draconequus have his fun." he said. "But soon, very soon, it shall be my turn." he let out a cold cackle, lightning flashed from out of nowhere, and the heart beat became even more rapidly in his hoof, sensing the danger that it was in.

Episode 13

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Episode 13

Celestia wasn't sure if she could take wasting away in this darkness much longer. What was going on outside this realm Nightshade had trapped her in, and what was happening with her sister and subjects. If only there was a way for her to escape, or in the very least warn somepony of what was happening. But there was nothing she could do! She didn't have powers over dreams like her sister. That's when it hit her.

"It might not work." Celestia said to herself. "But it's better than just doing nothing, and if it'll help Twilight and her friends defeat Nightshade, then I'll gladly do it."

Celestia closed her eyes, generating as much magical power as she could into her horn. While she couldn't enter dreams like Luna, there was a spell she could use to send out a vision to Twilight or one of her friends. It would allow her to send a warning to them, but it would also leave her very weak, considering how much power the spell required, especially if she was to send it out through the prison she was currently in. Princess Celestia focused on the vision she wished to send to Twilight and the others, and then focused on each one of them. The spell would only send it to those who were dreaming or in an unconscious state, meaning there was no guarantee if, when, or even who would get Celestia's warning.

Once she generated what felt like a sufficient amount of power, Celestia aimed her horn into the endless darkness, and blasted a powerful burst of magic, powerful enough to pierce through the prison and escape to its destination. Celestia immediately felt drained.
'I hope this message finds you well.' she thought. All she could do now, was wait, and hope that somepony would get her message soon.

Discord was having a marvelous and chaotic dream. He was dreaming about the plans he had in store for Equestria, one of which included turning Celestia and Luna into his own personal jesters for his own amusement. Oh how deliciously amusing would that be he thought. But then, the dream came to abrupt halt, and everything seemed to freeze in place, as if time had stopped. Discord looked around with a peeved frown.

"Hey! What gives?!" he complained. He then felt that odd, familiar presence he had sensed earlier. He turned around and saw the glass pony statue he had brought, except, it was different. For one thing it could move, like any other living, breathing pony, and then, it began to talk!

"Hello, Discord." the statue said, her voice sounding a bit sad.

"You!" said Discord in surprise. Seeing the statue he'd brought standing before him and talking to him was the last thing he expected to see in his dreams. OK, maybe the second to last thing he expected to see, but still. "Who exactly are you, and what are you doing here?" he questioned it.

"Don't you remember?" the statue asked. She looked up at him, into his mismatched eyes. Though they looked like clear glass, Discord could see a kind of sadness to them, that fitted with the tone of her voice. He wondered what exactly this statue could be sad about.

"Remember what?" asked Discord.

"About me! About all the things we did together. The memories we shared." replied the statue. "You've got to remember something. Anything. Is there a part of you that remembers me at all?"

Discord searched his mind over. He did admittedly feel an odd familiarity about the statue, almost a fondness towards it, though he wasn't sure why. But he didn't see how that would be relevant to the statue, and instead replied to her, "Sorry, I haven't the faintest idea what you're talking about."

The statue sighed and looked down at the ground, appearing quite heartbroken. "I see." she said.

It made Discord want to take back what he said and to apologize to the statue. And then he stopped himself. Apologize? Him? Why in the name of all that was chaotic and nonsensical would he ever apologize to anypony, let alone a statue of one?

"I came here, to see you Discord, one last time." The statue looked back up at him, looking as if she were about to cry.

"One last time? What do you mean?"

"It's hard to explain, but you see, I've lost my heart."

"Lost your...heart?"

The statue nodded. "It was stolen by this bad pony, his name was Nightshade, I made a deal with him, and he took my heart as part of our deal. Without it, I'll fade away till I am nothing, as empty as the statue you see before you."

Discord stared down at her, feeling more and more confused. "Why are you telling me all this?" he asked her.

"Because." answered the statue. "When I'm gone, I feel like somepony ought to know what became of me, especially my friends."

"Then why not tell one of them? Surely they'd be much more interested in hearing your sob story than me." The statue surprised him once more by lightly giggling at his words. This made him raise a bushy eyebrow in confusion. "What's so funny?" he asked.

"Sorry." said the statue, the barest of smiles appearing on her face. "It's just, you asked me why I wouldn't go to one of my friends about this, when I already have."

"You have?" The statue nodded. "Then how do I fit in with any of this?"

"You still don't get it do you?"

Discord was silent.

"The friend I'm talking about, is you Discord."

Discord recalled hearing similar words not too long ago, from that delusional pony who claimed to be his friend, when he had no memory whatsoever of such a thing. He scoffed at the statue with his arms folded over his chest saying, "Sorry to disappoint you, my dear, but I don't have any friends."

"I wouldn't be too sure about that." said the statue, kindly smiling at him. It was the first time Discord could recall a single being smiling at him in such a kind and genuine way. Just then, she winced, and dropped down to her knees in pain.

"Are you alright?" Discord asked with concern. Which made him confused. Why was he concerned.

The statue laughed shakily. "It appears, that there isn't too much time left." she said, slowly get back up to her legs. She looked into Discord's eyes once again, and said, "Discord, can I ask you something?"

"What is it?" he inquired warily.

"Are you...happy? Really and truly happy?" she asked.

Discord blinked. "Of course I am! Why wouldn't I be? I can do whatever I want, whenever I want, with nopony to hold me back. What is there for me not to be happy about?"

For a moment, the statue said nothing. Then, she spoke again. "Then I'm glad."

"Huh?!"

"So long as you're truly happy, then I can go on without worrying about you."

The statue turned, preparing to walk away. As she turned, Discord recognized her cutie mark. It was the same one the delusional Pegasus had. His mind flooded with how sad she'd looked after he told her he wasn't her friend, and what the little dragon had told him about the mare, and how she cared about him as a friend. Just who was this pony? At the very back of his mind, he felt something being nudged. Something important that wanted to pour back into his mind, yet remained out of his reach no matter how hard he tried to grasp at it.

"If you see Twilight and the others, tell them I'm sorry, and that I hope that they'll be happy too." said the statue.

A part of the seal came undone, and Discord called out the name of the statue, though he still wasn't sure how he knew it. "Fluttershy!"

The statue stopped in her tracks and turned to look at him over her shoulder. "Discord?"

Discord put his paw and claw against his forehead, feeling the sealed memories struggling to break free, yet they were still being held back.

"Why?" he asked.

Fluttershy tilted her head.

"...Why do you keep saying that you're my friend? I don't know you, or at least, I don't think I do. And after what I've said and done, you still insist on calling me your friend. Why?"

Fluttershy stared at him, and then smiled in an adorable and painfully familiar way. Her glass body began to become more and more transparent as she began to fade away. "Because I like you, Discord. I like you very much."

Discord was completely befuddled by her words, and could only watch as she vanished into thin air. He reached out a paw toward where she had been. "Wait! Come back!" He used a little bit of his power to try and follow Fluttershy, but something went wrong. He sensed a tremendous spell suddenly ram right into him. It had been heading for Fluttershy's mind, but ended up going to his after Discord tried to reach out and connect to it. A vision passed in front of his eyes, happening so fast it was hard to see all at once. All he saw were images and ended up waking in a cold sweat. He awoke in the castle he had created and turned immediately to look at the statue. It was still in its same, mournful position. As Discord stared at it, he felt his heartache a little. He placed an eagle claw over his chest as his gaze turned down to the floor, his face baffled.

'What was that?' he wondered. 'What is happening to me?'

Every word the statue had uttered still echoed through his head. It made him wonder about himself, and about one of the questions she had asked him. Was he truly happy? At first he thought so, but now, he wasn't so sure anymore.

Twilight and the girls had finally made it back to Ponyville and could instantly see the mess it was in. It reminded her very much of the first time Discord had went all out on Ponyville and had turned it upside down and backward bit by bit.

"Looks like Discord's been doing quite a bit of work while we were gone, hasn't he?" said Applejack.

"You can say that again." said Rainbow Dash. "Just look at this place! When we find Discord, I'm gonna give him a piece of my mind."

"But where do you suppose he is?" asked Twilight, as they headed into the town.

"Probably in that giant, easily noticeable castle of playing cards with the ominous technicolor clouds swirling around it." said Pinkie Pie, point a hoof in the direction of the castle.

Twilight's cheeks turned light red with embarrassment. "Right. We should probably find Rarity and Fluttershy and get them together to try and confront Discord. If we can't talk him out of this, then we'll have no choice but to turn him back to stone."

"And how exactly are we supposed to do that? We don't exactly have the elements anymore you know." said Applejack.

"I know, but I might be able to come up with a spell that will temporarily freeze him in stone until we can stop the real culprit behind all this, and find a way to turn Discord back to his sorta normal self." answered Twilight.

"Will it work?" asked Rainbow.

"Maybe, but, what other choice do we have?"

The girls clamored in agreement. Twilight did have a good point. There really was nothing else left for them to do. Time was running out, and they had to act fast, or else the world they knew would be lost to them forever.

Episode 14

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Episode 14

The girls, led by Pinkie Pie, all headed to Carousel Boutique, to try and find Rarity. Luckily, she happened to be right outside her shop, trying to chase after some of her ponnequins, which had come to life and were galloping about, ruining their finely made couture.

"Hey, stop! Stop I say! No, don't run through there, you'll stain the taffeta!" cried Rarity helplessly, trying to save her precious fashions.

Twilight shot her horn at the ponnequins, freezing them where they stood. Rarity lifted her head toward Twilight and the girls and smiled with relief.

"Oh, Twilight! Girls! Thank goodness you're here. It's been nothing but an utter nightmare since you left!" she said.

"We can see that." said Applejack, eyeing some of the chaotic surroundings warily.

"That's not even the worst part." continued Rarity. "After Discord rampaged through town and made that garish castle of his, he took Sweetie Belle, Scootaloo, Applebloom, and Spike as his prisoners!"

The girl's eyes widened as they all cried in unison, "What?"

Rarity nodded sadly. "They tried to stand up to him, telling him to leave and change everything back. It went about as well as you can expect." she let out a sigh. "And with Fluttershy still not back yet, I--"

"Whoa, whoa, whoa! Hold up." said Rainbow Dash, interrupting Rarity. "What do you mean, Fluttershy's still not back yet?"

Rarity turned to look at Pinkie Pie. "You haven't told them?"

Pinkie smiled nervously and shrugged. "Heh, heh, sorry. I kinda forgot."

She shook her head at Pinkie before returning her attention to the other girls and explaining what happened. She told them how Fluttershy had left and gone to search for a way of bringing Discord back to "normal", and how they haven't heard or seen her since.

"You let her go off on her own?" shouted Rainbow, her face crewing up into an angry glare at Pinkie and Rarity. "Why didn't you go after her, or try to stop her?"

"We were going to." replied Rarity. "But then Discord showed up, and well...we thought it'd be best to just get you girls here instead."

"Well I--"

"That's enough, Rainbow." said Applejack, resting a hoof on the Pegasus' shoulder.

"Applejack's right." said Twilight. "Remember, we left to find Discord and put a stop to his trouble, and that's precisely what we're gonna do. After that, we can deal with Nightshade and try to find out where Fluttershy is."

"But--"

Rainbow was once again interrupted. "I know you're worried about Fluttershy, we all are. But being upset won't solve anything. We need to take action, and if we manage to subdue Discord for the time being, that'll make finding Fluttershy and ending this whole mess that much easier. Okay?" said Twilight.

Rainbow closed her mouth and looked down at the ground, before mumbling an okay.

"Ooh, can I help too?" asked Pinkie Pie.

"That's the idea, Pinkie." said Applejack. "We're gonna need to all work together if we're gonna be facing Discord."

Pinkie gave off a salute. "You can count on me!"

Rarity lifted her head up high. "Me too!"

"Then let's get to work." said Twilight. The girls huddled together and began to come up with a plan.

Discord had been aimlessly floating and pacing around his throne room since he woke up from that dream, trying to make sense (oddly enough) of what the statue said and the thoughts running through his head. If he concentrated hard enough, he could recall images of her as an actual pony instead of an inanimate object, and how she smiled with such warmth and kindness towards him. But each time he thought about it, his mind would try to reject the image. As if it couldn't believe that anypony would ever look at him in such a caring way, as opposed to the hateful and fearful gazes he'd been accustomed to.

He thought back to those words she's said before the dream ended. 'I like you Discord, I like you very much.' Nopony had ever said that to him, and yet, he somehow knew that those words were truthful. That the chibi Pegasus actually did like him, actually considered him a friend, and actually cared about him. It all seemed so familiar to him, and yet...why was it that he also felt unsure? Why did it feel like he was forgetting something important? His mind continued to block the answers he wanted, and was beginning to ache with each passing thought. It was starting to become quite vexing for him, to the point that he couldn't seem to concentrate or feel interested in causing more chaos until he cleared up his muddled mind.

Just as he was about to ponder some more, his security alarm, which sounded like 'Ode to Joy', rang through his throne room. He called up to telescopes and used both as binoculars, as he searched for what could've sounded the alarm off. He quickly spotted the source, which was a group of four chibi ponies, and one alicorn, heading straight for his castle door. The conflicting thoughts were pushed aside, as he grinned mischievously.

"Ah, looks like we're about to have some guests." he said. "I'll need to make sure they receive a full and proper welcome."

The door of Discord's castle loomed before the chibi ponies, each one ready to head in and face the Draconequus that waited inside.

Twilight looked behind her at the girls. "Get ready girls, be prepared for anything, and don't let your guard done."

They each gave a firm nod of agreement, as they were about to head inside. Then, the door opened by itself, and extended a red velvet carpet for the ponies. They all looked at it warily, knowing full well that it was some kind of trick. But seeing as how they were being allowed in, they might as well just see what happens. All of them walked onto the carpet, but before they got through the doorway, the carpet lifted up, acting like a tongue, as it and the doors swallowed them inside the castle. The girls were tossed through the air until landing on the floor in a heap. The chaos only continued, as the girls were pushed inside an elevator that appeared out of nowhere and began to rocket up twisted staircases and through maze-like halls. The girls felt like they were on some kind of amusement park ride, which finally ended when they arrived in the throne room and the elevator literally booted them out with a large brown boot.

"That was fun!" said Pinkie in spite of herself. "Can we do that again?"

The rest of them groaned as they got to their hooves, feeling disoriented from the fast-paced ride. Just then, a fanfare sounded off through the empty room, and a voice boomed out for them to hear.

"Announcing the arrival of the King of Chaos and Disharmony, the Lord of Lawlessness, the Purveyor of Pandemonium, the Bringer of Beldam, the--"

"Get on with it already!" shouted Rainbow Dash, interrupting the voice.

Another fanfare went out as the voice proclaimed, "...Discord!"

In a bright, blinding flash, Discord appeared on his throne, decked out in the royal garb he'd made and chosen himself. An array of little fireworks went off behind him.

"Greetings, my dear ponies." he said with a grand gesture. "And welcome, to my humble abode."

"Discord," Began Twilight, standing tall and she looked at him with a no nonsense expression. "This chaos you've caused must stop at once! If you surrender now and change everything back, then we won't have to harm you."

Discord busted out into laughter. "You? Harm me? Ho! What an idea! As for the rest of what you said, I'm sorry to say that I have no intention of stepping down. Equestria was once mine to rule after all, I'm merely picking up where I left off."

Twilight narrowed her eyes and sighed. "Then you leave us no choice. Now, girls!"

The girls got in formation as they each headed for Discord. The Draconequus rolled his eyes at them and easily stopped each pony that got in close proximity. For Rainbow Dash, he poofed her into a giant bird cage, with Applejack he stuck her in a giant apple pie, Pinkie Pie floated all the way up to the high ceiling with balloons tied to her and making it hard for her to come back down, and Rarity he simply dumped a giant bucket of slimy, wormy mud on top of her.

"Ahh! How revolting!" she screeched, worried over whether or not this would stain her lovely white coat.

Discord laughed at the ponies' faces, and was about to turn his attention to Twilight, only to find that she'd gone. Suddenly, a blast of magic shot at him from behind, knocking him onto the floor. He stood up and saw Twilight's horn glowing powerfully, ready to cast any spell necessary.

"So, that was all just a distraction." he said. "Not badly done, but you'll need a lot more than that if you can have any hope of beating me."

"Bring it." Twilight shot back.

Discord sent a blast of magic at Twilight, only for her to quickly put up a shield protecting her from attacks. Seeing that he'd need to get creative, Discord began to conjure up an assortment of oddities to use against Twilight in their battle. Meanwhile, the girls were working moving onto the next step of their plan. They'd known that alone they wouldn't be able to stop Discord, which was why they agreed they needed to shift his attention around so that they'd be able to catch him off guard in order to perform the spell. Applejack slipped out of the pie and wasted no time in freeing Rainbow Dash from her cage. The pair then split off to help out Pinkie and Rarity, being careful not to get in the way of the fight and to not attract any attention to themselves.

Twilight ducked her head as a volley of banana cream pies flew over her, missing her by just a hair. "It's over Discord, you need to stop." she said.

Discord rolled his eyes a let out a bored yawn. "Please, I've heard a million times, I don't need to hear it for the million and one-th, So spare me."

The floor beneath Twilight turned into quicksand, forcing her to take to the air. "Don't you realize what you're doing?"

"Hmm, let's see..." said Discord, stroking his beard. "Causing havoc, ruining the lives of innocent ponies, taking over the land and proclaiming myself as it's new ruler?"

"Yes!"

Discord shrugged. "Sorry, can't say that see what the problem is."

Twilight fired off a blast at him, only for him to easily deflect it. In a snap, plunder vines grew up from the floor, managing to break through Twilight's barrier and tie her up in its grasp. She caught a glimpse of her friends carefully edging behind Discord, ready to jump and hold him down for her. Discord's attention was still on her, so Twilight knew she had to keep him distracted for just a bit longer.

"You've gone too far Discord." Twilight improvised. "After this, I doubt anypony would be willing to forgive or trust you, Fluttershy included."

At the mention of that name, Discord froze, recognizing it as the name from his dream, used by that little dragon. That little Pegasus....

"Fluttershy..." Discord muttered to himself. Saying that name allowed, made an odd yet familiar sense of warmth fill his chest. Twilight noticed how Discord seemed to react at the mention of Fluttershy, giving her an idea, as she prepared to escape from the vines.

"Yes, Fluttershy has placed her trust in you countless times, but after all this, she might never be able to trust you again." Twilight continued.

Discord lowered his gaze from Twilight, putting a claw to his forehead. "She...trusts me...?" His head pounded, making him wince in pain. "Why? Why is she...why is she so nice to me? Who is she?"

Twilight then had a sudden change of plan, one that could work better than the spell she'd originally planned to use. "I'll show you." she said. "Now!" Twilight broke free from the plunder vines in a magical blast, swooping toward Discord. He was about to react when suddenly he was tackled from behind by the four other ponies, each doing their best to hold him down. Discord looked to where Twilight had been, only to find her right up in his face, her horn pressed to his forehead and sending a blast of magic through him.

Discord, like the girls, had expected Twilight to use a spell to knock him out or imprison him, but instead, Twilight used something quite different. Seeing Discord trying to remember Fluttershy, made her recall how he'd made her friends forget their true selves, and how they needed to remember who they were to break the spell. Twilight's magic had managed to undo the seal on Nightshade's memories, which had already begun to weaken, and allowed the flood of memories to wash over the Draconequus' mind. And especially, the memories of Fluttershy and the warmth she shared with him returned. Just as he was about to come to his senses however, he passed out, from the result of one last memory that had been sent to him by accident.

"Is he okay?" asked Rainbow Dash, poking him with a hoof.

"I think so." answered Twilight. "I think once he wakes up, he should be back to normal."

"But what if he isn't?" asked Applejack.

"We'll worry about that later. Right now, we need to find the CMC and Spike. You guys go and try to find out where they are, and I'll stay here to keep an eye on Discord."

"You're sure you'll be okay, Twilight?" asked Rarity.

Twilight nodded. "Don't worry, if he tries anything, I'll be able to handle him."

And with that, the girls wished Twilight good luck, promising to hurry back as soon as they could, heading off in search of their missing friends and family. Twilight looked down at Discord and let out a sigh, hoping that her spell worked.

Episode 15

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Episode 15

The girls began their search of the chaotic castle, trying to stay together so that nopony ended up getting lost.

"So, where do you think we should start?" asked Applejack.

"That's easy," answered Rainbow Dash. "He probably has them locked up in some type of dungeon."

Applejack rolled her eyes. "Well I know that, but where would Discord even put a dungeon?"

"The basement?" guessed Rarity.

Pinkie Pie shook her head. "Nah, that's too cliche, even for him. They're more likely to be up in the attic."

The girls all gave her confused looks. "The attic?" They questioned.

"Yeah! It's like a basement, except it's up instead of down." she replied.

"I don't really think it works like that, darling." said Rarity.

"But, she may be on to something." said Applejack. "This is Discord for Pete's sake, let's just assume that he decided to make a dungeon in the most nonsensical place, and work from there."

Everypony agreed with Applejack, and continued on their search, with Pinkie listing off places to check.

Discord's head was spinning, as the contorted confusions in his brain were nearly finished righting themselves out. Twilight's spell had managed to do the trick to help undo the spell put on him by Nightshade. He was coming close to regaining consciousness, but not before he experienced an odd sort of dream. He dreamed of a black void, in which Princess Celestia was trapped.

"Twilight, if you or your friends can see this, know that I'm alright, and that I'm sending this vision to you as a warning." Celestia said, trying to get out what she needed to say as quickly as possible. "If you know already, the one behind all this trouble is Nightshade, a creature I thought I had defeated long ago. He seeks to finish what he had started and gain back both unspeakable power and his immortality. You must stop him at all costs. No matter what, you cannot allow him to complete his spell. The spell itself can easily be foiled, but only if you stop Nightshade before nightfall, and keep him from obtaining the key item in completing the ritual: a pony's pure heart. I hope that despite my weak state, this message reaches you well. Good luck Twilight, I have faith in you."

Discord opened his eyes, his vision trying to adjust to his surroundings. He let out a groan and rubbed his head.

Twilight, seeing him awake, took a defensive stance as precaution, waiting to see how Discord would act. "Discord...how are you feeling?" she asked.

Discord turned his attention to her, "Annoyed, confused, and just a bot bored, but all in all I suppose I'm okay." he replied.

Twilight let out a sigh, as it seemed Discord had reverted to his "regular" self. "I managed to undo the spell that was put on you." she explained. "Though, I didn't expect for it to cause you to pass out."

"You can thank your dear princess for that one." said Discord, giving his limbs a good stretching as he got to his feet.

"Princess? You mean Celestia?" asked Twilight.

Discord gave a nod. "She had attempted to contact you or one of your friends, but something must've gone wrong, seeing as how I've intercepted the message instead." he paused for a moment and added. "Though, I suppose it's to be expected for dear Celestia to mess up on something like that."

"Hey!" cried Twilight defensively.

Discord held up his paw and claw in front of him. "What? I'm just saying that Celestia might need a little more practice with trying to use dream-related magic. She's lucky that some stranger didn't get her message, otherwise, you wouldn't have me to tell you about it."

"About what? What did Celestia say?" asked Twilight, wanting to hear news from her mentor.

"Alright, no need to get so worked up." said Discord, beginning to tell Twilight what he saw. "But I warn you, it was dreadfully dull and sappy."

"They're not in the pantry." said Rainbow Dash, closing the doors of the kitchen pantry.

"Maybe we should head back to Twilight." suggested Applejack. "If Discord's awake, he could just bring back Spike and the girls in a snap."

Rarity let out a moan. "Couldn't you've said that earlier?" she asked. "That way we wouldn't have had to wander up and down these halls and avoid all this...this, chaos?" she gestured to the sideways kitchen, filled with streams of water flying over their heads between to sinks, and the animate place settings who were working on a choreographed song and dance number.

"Um, could we head over to the bathroom next?" asked Pinkie Pie, cutting into the conversation.

"You think they might be in the bathroom?" asked Rainbow Dash.

"No, I just really have to go. Like, now." said Pinkie, shifting anxiously on her hooves, trying to hold it in.

"Alright, let's go." said Applejack, hurrying the group as they looked for where the bathroom could be. Luckily, they managed to spot it, as it was clearly marked with a sign on the knob with the words :BATHROOM, printed right on it.

They opened the door, and were surprised to see the CMC sitting in the empty tub, and Spike sitting on the toilet lid.

"Huh, they really were in the bathroom." said Rainbow Dash.

"Girls!" cried Spike, jumping off from the toilet. "You found us!"

"Sis!" cried Apple Bloom and Sweetie Belle.

"Rainbow!" cried Scootaloo.

Before anypony could say anything in reply, Pinkie stepped in front of them, looking frantic. "Need to go, everypony out!" She grabbed everypony that was inside the bathroom and set them outside in the hall before closing the bathroom door behind her. A soft click could be heard as she locked the door. The girls turned their attention back to their loved ones, as they embraced each other, and asked if they were alright.

"What happened?" asked Spike. "Is Discord still here, where's Twilight?"

"Twilight's here." said Applejack. "And she's fine."

"As for Discord." added Rainbow. "He, kinda passed out after Twilight tried to cast a spell on him. But I'm sure he's fine."

"We were worried about you guys." said Sweetie Belle. "When Discord showed up and started messing up the town, we thought he might come after you next."

"Well worry no more." said Rainbow Dash confidently. "With Discord taken care of, things will be back to normal before you know it."

"Speaking of, we should probably check up on Twilight and see how she and Discord are." said Rarity.

"If you want, I could help get the CMC back home." offered Spike.

"That's nice of you to offer Spike, but I think it might be for the best if you and the girls stay close to us." said Rarity. "There's no telling what could happen to you four if you were on your own."

The sound of a flush and running water sounded off, and a moment later, Pinkie Pie exited the bathroom with a chipper smile. "What'd I miss?" she asked.

"...And that's when I woke up." concluded Discord.

"I see." said Twilight, thoughtfully rubbing her chin. "So, Nightshade plans to regain power, but in order to do that, he needs to perform it at night, and with the key item."

"Isn't that what I just finished saying?" said Discord.

Twilight sighed and shook her head. "Well, with your help it shouldn't be difficult to find Nightshade now, but I can't help but wonder about the key item. I mean, how's he even supposed to get the pure heart of a pony?"

Those words caused Discord to freeze. Now that he was free of the spell, it all came rushing back to him. He recalled the dream he'd had with Fluttershy, and what she'd said, about losing her heart.

"I think I might know how he'd get one." he said slowly.

Twilight cocked her head at him. "Really? How?"

Just as Discord opened his mouth, the girls and Spike entered the room. He watched them as they excitedly talked and checked to see if all was right. He watched as she sent the CMC home with her magic, keeping Spike behind and telling her friends about the vision of Celestia and what she'd said.

When she finally finished, Discord nervously cleared his throat and said, "There's something, you all need to know."

"What?" they asked.

"It's...it's about Fluttershy."

"What about her?" asked Rainbow Dash.

Discord held his breath, unable to put the words together. "Perhaps it'd be easier if I just show you." Without another word, he snapped his fingers, and he and the gang disappeared from the throne room, as he took them to see what had befallen their dear friend.

Episode 16

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Episode 16

The girls and Spike could do nothing but stare, utterly speechless, as each of them beheld Fluttershy in her glassy state.

Rainbow Dash was the first to find her voice. "No..." she cracked, flying up to her frozen friend. She traced her hooves along Fluttershy's mane and cheeks, her eyes becoming wet with tears. Her eyes then narrowed in anger, as she whirled around to face Discord, who had been standing quietly in the back. "You,...you did this to her, didn't you?"

Discord lifted his head up and faced the Pegasus. "I'll have you know, that I found her like this." he said.

"Found her where?" asked Applejack.

Discord quickly explained how he had came upon the Flim Flam brothers, and how he had taken Fluttershy from their possession. "Needless to say, I've got a pretty good feeling that the one responsible for doing this to Fluttershy is that Nightshade fellow you've all been after."

"What makes you say that?" asked Spike.

Discord gave Twilight a look that she couldn't make out as he replied, "I...had a dream where Fluttershy told me how she lost her heart to the one that did this to her, and as dear Celestia has informed us, Nightshade needs a pony's pure heart in order to carry out his plans. And I can't think of anypony more pure-hearted than Fluttershy."

Twilight's eyes widened in horror, she turned to look back at Fluttershy's statue, barely able to breathe. One of her best friends had not just been cursed, but was also going to be used as a sacrifice as part of a nefarious scheme. Spike moved closer to her, and gave her hoof a little squeeze, feeling just as saddened as she was.

Pinkie Pie sniffed, "Fluttershy..."

Rainbow Dash went up to Discord. "Bring her back." she said, doing her best to hold back the tears that wished to escape.

"And how exactly am I supposed to do that?" asked Discord bitterly.

"You're the Spirit of Chaos aren't ya? Use that freaky magic of yours to give Fluttershy her heart and bring her back!"

Discord clenched his paw and claw into tight fists. "Don't you think I would've if I could? I may be powerful but even I have my limits. In order to bring Fluttershy back we'd need the heart that was taken from her, which we don't have. So there's nothing I can do."

Rainbow Dash scowled at him. "Nothing? All that power and you can't use it to help Fluttershy?"

"Rainbow..." Twilight tried to warn.

But Rainbow Dash ignored her completely, taking out all her frustration on Discord. "What kind of spirit are you? What good are you if you can't even help out somepony who actually needs you? I've never understood what Fluttershy saw in you, all you do is let her and everypony down, just like you are now. If you ask me, Fluttershy would've been better off if she never met or became friends with you! In fact, it'd be better if you'd never existed at all!!"

"Rainbow Dash, that's enough!" said Twilight.

Rainbow clenched her teeth and shut her eyes tightly before galloping out of the room.

"We'll go after her and try to calm her down." said Rarity, as she, Pinkie, and Applejack hurried to follow after their friend.

"Thanks." said Twilight gratefully. She and Spike whirled to face Discord, but found that he had disappeared, They looked around the room and quickly spotted him standing in front of Fluttershy, his face contorted with devastation.

"Discord, are you alright?" she asked the Draconequus worriedly.

Discord stiffened and replied, "I'm fine."

"You don't look fine." said Spike.

Discord breathed a sigh through his nostrils, his gaze taking in the sorrowful expression that was now etched onto Fluttershy. It stirred within him painful memories of the times he'd let her down and made her feel disappointed in him. He hesitantly lifted a lion's paw to her cheek and gave it a comforting stroke. She felt so hard and cold now. "When I was encased in stone," Discord started to say lowly, but just loud enough for Twilight to hear. "I was somewhat aware of the world around me. I couldn't see anything granted, but I could still hear. And afterward I couldn't help but feel stiff from being in one position for so long. I wonder if Fluttershy is experiencing the same thing right now."

"Honestly, I wouldn't know." said Twilight. "But I'm sure she'll be fine regardless."

"That's right!" added Spike. "After all, Fluttershy's pretty strong when she needs to be."

Discord did turn to look at them, instead remaining focused on Fluttershy. "You know, as much as I hate to say it, what Rainbow Dash said isn't entirely wrong."

"What?"

"If I weren't around, everypony, including Fluttershy, would've been much happier."

"How can you say that?" asked Spike. "Fluttershy cares a lot about you! She'd be just as devastated as you are now if you were gone."

Discord turned this time to look at Spike and scoffed. "Yes, I'd imagine she'd be just miserable to no longer have to keep an eye on the Spirit of Chaos to make sure he doesn't cause trouble for anyone. Who does nothing but lets her down. Who has made her feel awful. Who said that he wasn't her friend and allowed someone to harm her. To use her! Needless to say, I think we can all agree that--"

SMACK!

Discord was interrupted as Twilight smacked his cheek, shocking both him and Spike into silence. She looked at him with a narrowed gaze, but she didn't seem to be truly angry. "That's enough!" she said. "Do you think you're the only one who regrets not being able to help Fluttershy? I regret not being there to stop Nightshade before taking her heart, but that mean I should just stand here feeling sorry for myself and what could've happened."

"But--"

Twilight put a hoof over Discord's mouth and let out a sigh. "Look, I get you're upset over what happened to Fluttershy and what you said to her back when you were still under that spell, but none of that was your fault. I'm sure if Fluttershy were here, she'd say the same thing, and wouldn't want you to be hard on yourself."

She removed her hoof from Discord's mouth, allowing him to speak. "Rainbow Dash said that she never understood what Fluttershy ever saw in me, and I can't help but agree with her. Why does she forgive me? Why does she seem to care so much about me despite everything that's happened?"

"That's just what friends do." Twilight couldn't help but answer simply. "They care about their friends' happiness and well being, and they don't give up on them when they need their help. I'm sure you've felt the same way for Fluttershy."

Discord looked down on the floor, thinking over Twilight's words before saying, "You said Fluttershy would never give up on me, right?" Twilight nodded. "In that case, I won't give up on her."

"What are you going to do?" asked Spike.

A determined look started to fill Discord's eyes. "Fluttershy has helped me many times, this is my chance to help her, by returning her heart to her."

Twilight smiled. "I'll get the girls together and we'll work on a plan." she said.

"We might want to hurry." said Spike. "If the spell happens at night, we might not have much time."

"Agreed." said Twilight. She and Spike hurried out to get the girls together to discuss their plans.

Before Discord went after them, he stopped and took one last look at Fluttershy and whispered, "Hold on, Fluttershy. We'll bring you back soon."

Episode 17

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Episode 17

Discord had used his magic to undo the damage he'd caused in Ponyville, returning it to its original state. After that, the gang gathered at Twilight's castle, where they began to come up with a plan for how to rescue Fluttershy's heart, and stop Nightshade.

We should try to find the Flim Flam brothers first." said Twilight. "That way we can ask them where they found Fluttershy, and try to track down where Nightshade might be from there."

"Allow me." said Discord, standing up. "I'll be back in a bit."

"Be nice, and try not to cause any trouble for them." Twilight added before he disappeared. "Okay, now that Discord's taking care of that, we need to figure out some kind of plan of attack for when we actually get to the hideout."

"How about we go in there, and hit Nightshade with everything we've got?" suggested Rainbow. "I'll even give him a few punches while I'm at it."

"No." said the girls at once.

"Why not?" she asked.

"Uh,how about because it's reckless." said Applejack.

Twilight nodded in agreement. "If we go in there and just attack, we'll probably end up getting hurt, or worse. Not to mention, we could risk something happening to Fluttershy"s heart." Rainbow Dash lowered her head sadly. "What we need, is to be careful, and to find a way to get Fluttershy's heart away from Nightshade so he can't try to use it."

"But how?" asked Rarity.

"Maybe I can use my party cannon to distract him!" said Pinkie.

"It's a nice idea, but I think we need something a little more....subtle." said Twilight.

"Hey, I can be subtle." said Pinkie Pie. A moment of silence passed. "Why are you all looking at me like that?"

In a flash, Discord reappeared before the friends once more. "Alright, I managed to find out where Fluttershy was found. You're welcome."

"Wow, that was quick." remarked Pinkie Pie.

Applejack arched an eyebrow at him. "You didn't harm those two for the information, did ya?"

"Of course not....well, for the most part." he replied. "Now, do you want to hear what I found out or not?"

"Yes!" everyone said in unison.

"Where was she?" asked Rainbow.

"Apparently, those two found her in a clearing in Hollow Shades." he said.

Twilight looked at the Cutie Map with a scrutinizing eye at the area that was Hollow Shades. "It's certainly isolated enough for a hiding place, of course, there's a good chance that Nightshade is also using magic for added protection."

Discord scoffed. "Magic or not, with me we'll have no trouble finding it."

"Finding it isn't the big issue." said Twilight. "As we were saying before you got back here, we need to find a way to safely get Fluttershy's heart back from him."

"Then we'll have a distraction." offered Pinkie. "Then we swoop in, get Fluttershy's heart and have him surrounded before he knows what hit him."

"But what kind of distraction?" pressed Twilight. "We need to be inconspicuous. So whatever distraction we come up with has to get Nightshade's attention, without giving us away."

Discord stroked his goatee in thought when suddenly, he had an idea. A little light bulb flashed above his head as he cried, "Aha!"

"What is it?" asked Twilight.

"I think I know just you to get for a distraction like this, as well as some extra back up." he said.

"Really? Who?"

Angel Bunny stared sadly at the door of the cottage. He'd done his best to make sure that the resident animals were taken care of, while also waiting patiently for the return of their owner. All of Fluttershy's creatures were worried about the dear Pegasus, each wondering what was happening to her at that very moment. The door opened. The animals all looked hopefully toward the open doorway, expecting to see the return of Fluttershy. But instead, all they got was a bright flash of light, and the appearance of Discord.

"Greetings, my furry and feathered friends." he said.

Angel and the rest of them scowled bitterly at the Draconequus, remembering quite well how he had made their owner cry and feel miserable. They all looked ready to attack the unwelcome intruder if he dared make a wrong move.

Discord held up both arms defensively. "Whoa now, I come in peace," he said. "I need your help with something. Something very important."

Being the leader, Angel stepped forth and gave him a skeptical look.

He then explained how Nightshade had turned Fluttershy into a lifeless glass statue, and was holding the only means to restore her in his secret hideout. At the mention of Fluttershy being in danger, the animals immediately went into an uproar. It took Angel a couple minutes of chittering and banging pots and pans to get them to settle down.

"Thank you." said Discord. "You actually do something helpful for once."

Angel glared, but motioned for him to continue.

"So, the girls and I need all of you to help provide a distraction, for us to sneak in and deal with Nightshade once and for all. And, if needed, provide some extra help just in case."

Harry the bear growled something to Angel, who was tapping his little chin and foot as he thought over Discord's words. He then looked at him with a questionable look that said: "And why should we trust or help you?" The rest of the animals wore similar expressions on their faces. While they'd do just about anything for their friend, they were also still wary of Discord's tricks. Not to mention they weren't exactly eager to assist a beast as rude and shady as him.

Discord could tell he was loosing them, so he answered their questioning looks by saying, "I'm well aware that you critters, among many others, don't really like me. In fact some (He shot Angel a glance), can barely tolerate me. And I can honestly say that the feeling is mutual. However, there is one thing I can think of that matters more to all of us than our disagreements. Fluttershy."

The expressions and tense statures of the animals began to soften.

"She has been there for you and for me countless times. And she needs our help, now more than ever. I don't care whether or not you like me or not, but for Fluttershy's sake, can we at least agree on a truce?" He extended out his lion paw to the crowd.

The creatures all turned their attention to Angel Bunny, waiting to see how he'd respond. He closed his eyes for a moment, then lifted his head up and looked Discord in the eye. A determined look appearing on his face, as he lifted up his own white paw, and shook Discord's.

Discord gave a slight smile. "I'm glad we reached an understanding." he said. "And the rest of you?"

The animals cheered in agreement, all willing to go out and help their owner.

"Then there's not a moment to loose." With a snap of his talons, Discord and the critters disappeared from the cottage.

The girls and Spike watched as Discord returned with an army of Fluttershy's animals behind him. "Everything's all set." he said.

"Alright then." said Twilight. "We'd better hurry to Hollow Shades then. You ready everypony?"

There was a loud clamor of agreement.

"Then let's go save Fluttershy, and Equestria."

Episode 18

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Episode 18

Evening was fast approaching, and Nightshade had nearly completed the needed preparations for his spell. All that was left to do was let the broth in the cauldron simmer and wait until nightfall. He smirked wickedly at the glass, glowing heart in his hooves, thinking eagerly of how close he was to achieving his plans. And there was nothing anypony could do to try and stop it.

Angel Bunny and the rest of Fluttershy's animals peered out from the bushes and into the clearing of Hollow Shades. They could all detect the faint scent of somepony's presence, meaning somewhere in the clearing, Nightshade was nearby. Turning to his fellow creatures, Angel animatedly began to mime out a plan for how to get Nightshade to come out from his hiding place and distract him long enough for the ponies to sneak into the hideout. After listening and watching Angel go through what they needed to do, the animals let out various chirps and grunts of agreement. Now was the time to take action.

* * *

Nightshade was busily testing out the broth with a long ladle, when his ears perked up, hearing a loud noise that sounded like a mix of different animal calls. Just as he was about to ignore it, the noise rang again and again, each time sounding louder and louder. Finally, wanting to know just what was going on, Nightshade turned away from the cauldron and headed out to investigate. Emerging from the entrance, hidden by the illusion of a large rock in the forest's clearing, Nightshade walked about, searching for the source of the sound. Then, without any warning, a white bunny shrieked a battle cry as it jumped onto Nightshade's face, causing him to stumble backward and fall onto the ground. Out from the bushes, a horde of animals followed suit, swarming over Nightshade, holding down, entangling him with vines and branches, and pelting him with nuts, berries, and rocks. It was at this moment, while Nightshade was dealing with the animals, Discord and the gang quietly slipped into the hideout.

"Wow, nice hideout." said Pinkie, taking in the sight of all the mysterious objects that rested in the circular chamber. Applejack and Rainbow gave her a look. "What? It is!"

"We don't have much time." cautioned Twilight. "Let's try to find where Fluttershy's heart might be."

Everypony began to pick through the shelves and boxes, keeping an eye out for anything that might look like Fluttershy's heart.

Discord tossed a couple books from the shelf over his shoulder, when his talon rested upon a satin pouch. He froze for a moment, sensing something lively emanating from it. Undoing the cord, a delicate glass heart, glowing a soft pink light, landed into his open paw. It glowed with a radiant warmth, giving off a sense of pleasantness that filled him to his core. He knew instantly that he'd found what they'd been looking for.

"I've got it." he announced to the others.

The gang turned their heads toward Discord, spotting the glass heart in his paw and claw.

"Well done, Discord." said Twilight. "Now all we need to do is--"

However, before Twilight could finish, a blast of magic hit Discord right in his stomach, sending him back into the bookcase, and causing the heart to fly out of his grip. An aura of magic encased around the heart before anything could happen to it, as it levitated to Nightshade, who was standing by the entrance.

"Nightshade!" the gang cried.

"I see that my reputation precedes me." he said with a smirk.

"You little--" Discord tried to say, recovering from the blast. But as he tried to stand up, he saw that his arms were pinned to his sides, as magical bonds were tightly wrapped around him. Discord twisted tested the bonds, in an attempt to break free.

"Good luck getting out of those." said Nightshade. "I made them to not only to keep you detained, but also to keep you from using those pesky little powers of yours."

"Ha! Do you really think these measly bonds are enough to imprison me?" scoffed Discord, working his magic and strength to break free.

"No, but it's a temporary thing. It gives me just enough time to get my things," he levitated both Fluttershy's heart and the cauldron toward him. "And go."

With those words, Nightshade bolted out the entrance.

"After him!" cried Rainbow Dash, making her speedy pursuit.

The rest followed, but Twilight lagged behind. "Discord, do you--"

"I can handle this myself." said Discord. "Now don't let him get away."

Twilight nodded, and went after Nightshade and the others. As they reentered the clearing, they saw Angel and his animal pals subdued in cages at the far end of the clearing, while Nightshade stood in the clearing's center.

"Perhaps I should deal with you once and for all." said Nightshade in a sinister tone. "After all, the last thing I need is anymore ponies meddling in my plans!" Lifting up the cauldron, Nightshade tipped it back, and began to drink the entire concoction. When he finished, he let out a satisfied sigh.

The girls watched as Nightshade's eyes began to glow and his body darkened into an inky shadow, until it became a black, formless mass with fiery eyes.

The being that had been the Unicorn Nightshade let out a maniacal laugh. "While the potion might not give me the power I've been wanting, it is enough to restore me to my true form!"

Nightshade lunged toward the gang, causing them to scatter, doing what they could to avoid him. Twilight tried to use her magic to blast him, but they only seemed to pass through him harmlessly. This made Nightshade laugh even harder. A glowing mist poured from Nightshade and surrounded itself around everypony in the clearing, rendering them unconscious. Now trapped in the dream world, Nightshade could proceed to make his escape.

However, his plans were once again cut short when a magical lasso suddenly encircled his form. He craned his body around to see that Discord had broken free much sooner than he had expected. "Don't think you're gonna get away that easily."

Nightshade's eyes curved up into a smug look. "I've underestimated you. You've broken both my spells, and now it seems that you're the only one left standing in my way. Well, I'll be sure to take care of you just as I have with the others."

"Nothing but empty threats." scoffed Discord. "And I'd say, you've had enough fun with your plans. Time to bring this game of yours to a close." He primed his talons at the ready to act.

"I wouldn't do that if I were you." warned Nightshade.

"And why ever not?"

"Because, if you do, then, your dear little friend shall cease to be." Nightshade held up Fluttershy's heart. Discord's eyes widened as he froze. Nightshade squeezed the heart in his grip, causing the light of the heart to flicker.

"No, STOP!" cried Discord.

"As you wish." Nightshade ceased, and the heart remained intact. "Now that you're more willing to listen to me, I want you to not resist or use my power against me while I subdue you. Otherwise, I'll shatter this heart until it's nothing but dust."

Discord stared at the heart worriedly. He heaved a sigh and hung his head. "Alright, I concede."

"Excellent."

Nightshade then proceeded to do to Discord what he'd done to the others. But, as he was doing this, the heart that remained in his grip could sense Discord and its friends. It sensed how they had tried to rescue Fluttershy and now needed help. There was only one thing it could do.

Just as the mist was about to encircle Discord, the heart glowed with an intense light that blinded Nightshade. "What is this?!" The warmth from the heart became scalding hot in Nightshade's grip, causing him to drop it.

Not wasting a moment's opportunity, Discord swooped down and retrieved the heart. The light softened and the heat became warm. "Well done, my dear." he whispered with a smile.

Nightshade was beginning to recover from the burns and the blinding light, while Discord towered over him, the heart held firmly in his grip. "Now then, as I was saying, it's time to end this."

"No!" shouted Nightshade. "I won't allow this to end! Not now. My power, my revenge!"

"Oh shut up already." Discord snapped his talons.

Nightshade's form began to spin around and around, forming into a little tornado. As he spun round and round, Nightshade's form began to compress, becoming smaller and smaller. He let out a defeated cry, "NOOOOOOOOOOOOOOOOOO!!!!!!!!!" With those last words, Discord trapped Nightshade in his new prison. A crystal ball of sorts that was completely impenetrable and unbreakable. Inside the ball, Nightshade's entire form filled the space, leaving only his beady eyes visible enough for anyone to see.

Discord grinned with satisfaction as he lifted the ball up to his face. His eyes became slits as he said in a grave voice, "That's for trying to harm Fluttershy and messing with my memories. Enjoy your new prison." With another snap, the ball was poofed away to his cottage in Chaosville, where he'd add it to his collection of nick-knacks. Discord looked down at the heart still in his grasp and smiled at it warmly. "Time to get you home now, my dear."

In a flash, Discord, the gang, and even the animals in their cages, disappeared from the clearing, leaving it as deserted as it had been before.

Episode 19

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Episode 19

Twilight opened her eyes wearily, squinting as her vision adjusted to the light. "What happened?" she croaked.

"Oh, nothing much." answered Discord. "Nightshade knocked you out, but luckily I was able to save the day and bring you all back safe and sound."

Twilight sat up and looked around. She and the rest of her friends (who were starting to wake up as well) were back in the throne room of her castle. "What about Nightshade, what happened to him?" she asked.

"I wouldn't worry your little head over that." said Discord, wearing a satisfied grin. "Let's just say that he won't be showing his face around Equestria any time soon."

"Hey, what about Fluttershy!" said Rainbow Dash, zipping over to the Draconequus. "Is she...?"

"Still glass." he replied. "I thought it might be best to wait before trying to revive her."

"That's...actually very sensible of you Discord." said Rarity.

"Don't get used to it."

Everypony gathered around Fluttershy's statue as Discord held up the glass heart. After a moment or two, it started to float on its own, the radiating light pouring from the heart and entering Fluttershy's chest. As the light began to escape from the heart, Fluttershy's body no longer appeared transparent, regaining it's color and softening to flesh and bone. When the process was complete, her face scrunched up as she let a little yawn. Her teal eyes fluttered open, and she looked around with wide eyed surprise.

"Girls? Discord? W-what's going on? What am I...?" She was interrupted as her friends swarmed over her in a massive group hug.

"Fluttershy!" they all cried joyously. There were cheers and tears going all around, as everypony was happy to have their friend back with them once again.

"We missed you so much!" said Pinkie.

"Are you alright, sugarcube?" asked Applejack.

"I think so." said Fluttershy, feeling a little overwhelmed. "Though, I'm not quite sure what happened."

"You mean, you don't remember what happened?" asked Spike.

Fluttershy shook her head. "The last thing I can remember is that I found Nightshade over at Hollow Shades, we made a deal and then...the rest is a blur. After that I felt like I had a really long nap."

Rainbow Dash gave her a baffled look. "A nap?"

Discord let a relaxed sigh, glad that Fluttershy didn't seem to be aware of her time trapped in glass, which was probably for the best. Fluttershy then turned her attention to Discord, causing him to freeze, unsure of how she would react. After everything he'd done while under Nightshade's spell, he wouldn't blame her if she wanted some time away from--

"Discord," he was snapped out of his thoughts as Fluttershy uttered his name. He was again taken by surprise as Fluttershy pulled him into a sudden hug. "I'm so glad you're back to yourself!"

"F-Fluttershy..." he stammered, not sure what to say. He then wrapped his arms around Fluttershy, returning her hug. "I'm glad as well."

"Aw! So sweet." said Pinkie taken in by how sweet the little moment was.

Remembering that everypony else was there and watching him, Discord let go of his friend and cleared his throat. "Yes, well, it's good to see that you're unharmed, Fluttershy."

Fluttershy giggled. "Thank you, Discord. But, what happened while I was out? Did you guys manage to stop Nightshade?"

"Don't worry, we'll fill you in on everything." said Rainbow, wrapping an arm around her shoulder.

"Yeah! And we can have a 'We saved Fluttershy and Equestria Party' while we're at it." said Pinkie Pie.

There was a chorus of agreement, as everypony got ready to celebrate the restoration of peace and the return of their dear friends.

Canterlot Castle...

Celestia, now free from Nightshade's spell, was starting to awaken. "Sister, are you alright?" asked Luna worriedly.

"Luna..." uttered Celestia, starting to regain her senses. "...I'm fine, but, what about you? And Nightshade, has he been apprehended?"

Luna smiled and nodded, her eyes glistening. "Yes, I'm fine, and Nightshade has indeed been apprehended."

"Thank goodness." said Celestia in relief. "What about everypony else? Has anyone gotten hurt?"

"There were a few minor instances earlier, but thankfully, nothing serious."

"Good. I'm sorry if I worried you." said Celestia. "I'll try not to let it happen again.

"You have nothing to be sorry for." argued Luna. "I'm just glad that you're alright."

Before Celestia could say any more, Luna wrapped her into a big hug. Celestia smiled, rubbing her sister's back tenderly, to show her thanks for how much Luna cared about her.

Fluttershy's Cottage...

Fluttershy was busily tidying up her cottage and taking care of her animal friends, thanking each and every one of them for helping to rescue her back in Hollow Shades. She also was introducing the three Timber wolf pups she'd met on her adventure before to her critters, and welcoming them to her home. When she finished, she sat herself down onto her chair and breathed a sigh. After everything that had happened, she was in the mood for a break.

"Having a good time, my dear?"

Fluttershy smiled and looked up, seeing Discord hovering just above her head. "Hello, Discord. Back already from the princesses?"

"Yep, I finished giving them my little report on what happened to Nightshade and how he's now safely tucked away at my place." he said, floating down to rest himself on the couch. "And now that I have some time to myself, I thought I'd pay you a visit."

"Well, in that case, make yourself right at home." Her eyes widened as a look crossed her face. "Oh, hold on a moment, please."

Discord gave her a puzzled look as he watched her run into the kitchen. He wondered what exactly she could be getting when she returned with a plate of her Tuesday Tea cakes. "I made these for us the other day when you left on that urgent message. They might be a bit stale."

"I'll take care that." with a snap, the tea cakes became fresh, as though they had just come out of the oven.

"Oh my, thank you, Discord." she said gratefully.

As Fluttershy set down the tray on the little table between them, Discord cleared his throat and said, "Um, Fluttershy, I...I wanted to apologize, about what happened earlier while under Nightshade's spell. If I'd been more on guard when he attacked and had managed to deflect his attempt at using me, perhaps most of the incident wouldn't have happened. But I swear I--"

Fluttershy held up a hoof, silencing him as she said, "I know it wasn't your fault, Discord, you weren't yourself."

"That's no excuse!" he replied sharply. Fluttershy flinched in surprise at his outburst. He lowered his head and continued, "Fluttershy, whether or not I was myself doesn't change the fact that I said such horrible things to you, about our friendship. Regardless of who's to blame for what I said, you deserve an apology nonetheless. I'm...very and truly sorry, Fluttershy, for all the trouble that I caused you."

There was a long, quiet pause. Fluttershy let Discord's words sink in as she replied, "Thank you, Discord, and of course, I accept your apology."

"Really?" he asked.

Fluttershy nodded, giving him one of her sweet smiles. "You're my best friend, no matter what happens. And I'm glad to have you back."

Her words filled Discord's heart with a warm, sweet feeling. He returned her smile, "You really are too kind my dear."

The two laughed a little together, sharing the refreshed tea cakes, and talking about what happened during their little adventure. Enjoying the fact that the two of them were friends no matter what.

The End

My Chibi Ponies

by kurusagi16

Episode 1

Episode 2

Episode 3

Episode 4

Episode 5

Episode 6

Episode 7

Episode 8

Episode 9

Episode 10

Episode 11

Episode 12

Episode 13

Episode 14

Episode 15

Episode 16

Episode 17

Episode 18

Episode 19