> Elements of Equestria
>  by Conato
> --------------------------------------------------------------------------

> It starts
> --------------------------------------------------------------------------

In a far off land. An aging wolf sat on his armchair looking over the village he called home. His silk robe hangs from his body. Just another reminder of his descending health.

His tired eyes scanned the street. Ready to cut down any who doubt his metal. Blinking he saw a cloaked figure approached. It took him only a moment to recognize the cane.

"Greetings oh..." the figure started as he bowed.

"You don't have to do that." The wolf grunted. The figure flinched. Not at his words. But at the weakness in them. "I'm no king."

"You will always be our king."

The wolf turned back to the figure. "What brings you?"

"They are on the move." The figure said softly.  "Those they hunt will need you."

The wolf let out a loud broken laugh before bending over as he coughed. "I don't know if you hadn't noticed. Old friend. But I'm dieing."

The figure nodded. "Then allow me to help you live up to your name, my king. And send you on the hunt once more."

The wolf thought for a moment and shrugged. "I was going to die soon anyway." Slowly standing he saw the figure kneel.

This was it. His final command in this life. If he was going to do it. He was going to do it right.

Holding out a hand, he stood as straight as his body would allow. Speaking in as much as a commanding voice he shouted. "As is written in the laws of old. I command..."

This was it. The figure was about to do the one act that will seal the fate of this land and those of others.

"Do it."

With those words the figure lunged forward plunging the cane through the wolf.

The two stood there holding each other up as the hood that covered the figure's head fell away. Revealing a white rabbit.

The rabbit was unable to hold back his tears as he whispered the ancient words that would complete his task.

"You know." The wolf coughed. "I'm glad..." Another cough. Blood ejects itself with each cough now. "Of everyone that they'd send."

A sad smile came across the rabbit's face. "Don't be silly. You know I would have insisted on it."

The two shared a laugh as they slumped to the ground. Small spurts of flame escaping the wolf's wounds. "Once more into the fray." The rabbit whispered. 

A small smile crossed the wolf's muzzle. "Once more into the fire." The flames started to spread.

"Once more shall you rise." His clothes now only ash.

"Once more shall you soar." With that the wolf slowly fell apart in the rabbit's arms till only ash remained.

Without a word the rabbit stood and wiped away a tear. "Good luck." With that he struck the ground with his cane causing the dust to fall through the glass like stone.



Equestria
Ponyville


Twilight groaned and slapped her head into her table.

Today had started like any other in the library. Twilight got up, went over her checklist for the day. Which included at least two other checklists that mentioned the other checklists. And mentioned making a new checklist. She freshened up, had breakfast. And now I was in the middle of looking over books found at dig sites. Most of them were rather basic.

However as her number one assistant came out of the kitchen with his... lunch? It didn't matter to her. The book she had started reading made less and less sense the more she was looking at it.

And that was saying something considering who she was friends with.

"Hay Twilight. What's up?" Spike the dragon asked. Spike was a purple dragon with green spines that went down his back. And much to his alicorn friend's surprise. Had really grown a bit in recent months. He now walked mostly on all fours. Was he taller and skinnier?... no that wasn't true. He was leaner. More muscular. He looked almost like a dragnnet. Something they found was rather amusing. However, His wings wouldn't stop itching. One thing he and peewee had in common.

"Sorry Spike." Twilight sighed. "It's this book. It makes less sense than Pinkie... PINKIE!" Twilight groaned.

Spike got on his hind legs and walked over to read over Twilight's shoulder. "Birth of magic." Spike shrugged. "Looks like something you'd figure..."

Spike was cut off. "I can't Spike. According to this book. Rainbow should be able to buck lightning without a cloud. And Applejack should be able to harvest an orchard with a single stomp." She paused and shivered. "And I don't want to think about what that means for Pinkie."

Spike thought for a bit. "Ya. I guess you have a point. But..." He was interrupted by a knock on the door. "I got it." He said quickly tossing his lunch in his mouth before dropping to all fours and making his way to the door.

Opening the door Spike gulped at what he saw. Standing in front of him was the most beautiful mare he ever saw. Her silky white fur hugging her body so elegantly. Her purple mane and tail perfectly trimmed and brushed. He didn't know what to say other than. "Hi."

"Hello darling." She said in a soft and elegant voice that made it harder for Spike to focus on anything but her. "Have you grown since yesterday?" She teased.

After a moment without a response she sighed and shook her head. Teasing him will have to wait. "I'm dreadfully sorry dear but I really must speak to Twilight."

Blinking Spike stepped to the side. "She's... well. In one of her moods."

"Again?" Rarity asked as she stepped in with a sigh. "What is it this time? Did she forget something on one of her lists?"

"No. It's ummm." Spike thought for a moment on how to put it. He didn't want to admit it. But he was glad for the distraction to his mind. "Something she's reading."

Rarity blinked. "Well... it's a good thing I came." With that she trotted past Spike and over to the now disheveled alicorn. "Twilight dear. Maybe you should take a break."

"Not now." Twilight ground. "I need to figure this out. There has to be a logical explanation..."

As Twilight went on her expected rant, Rarity sighed and turned to Spike. "Would you be a dear and help the others?" She asked softly. 

Spike blinked and went outside. Upon hearing her friend's request Twilight stopped her rant and looked to Rarity. "What's wrong?"

"From the looks of it. Your mane for one." Rarity teased.

Getting the hint Twilight got up and levitated a brush over and went to work. "And two?"

Rarity bit her lip for a moment. "Well... I think it's best you see for yourself."

Getting up, Twilight slowly made her way to the front door. As her eyes adjusted to the light, her heart and jaw dropped.
> A Deal Struck
> --------------------------------------------------------------------------

There in the center of town was what looked like a half dead naked black wolf laying in the center of the street. Her friends were helping to get him either on spikes back or in a cart so they could move him. However, from the looks of it. The body was too hot for anyone but Spike to touch.

"What's the matter?" Twilight asked as she trotted over. "Is... is he dead?"

"He's not breathing. And he's about as hot as my flames." Spike replied. "That's not even the strange part."

"What is?" As if to answer her the body let out a groan which caused Twilight to scream and jump back readying a spell.

"Ya. I had the same reaction." A tan earth pony laughed. "Mustave bucked him harder than I thought." With a sigh she tipped her hat. "I might sorry."

"Do any of you fucks know how God dam painful that was?" The body groaned as it's head turned with a loud snap. "fffffffffffFUCK!"

On seeing and hearing this everypony jumped back from the body except the sky blue pegasus. Instead she cringed slightly as she hovered in place. "That was cool. Freaky... but cool. I should know. Name's Rainbow Dash."

"Thanks." The wolf said, pushing himself to his knees. "So. Who's the one that kicked me in the head?" He asked, taking his head in his hands before snapping it back in place.

"That'd be me." The tan mare replied. "Name's Applejack."

The wolf looked her over, then her friends. "Nice kick. For a farmer."

"Parden?"

"I said you have a decent kick."

"Hey AJ. Why not..." Rainbow started before bending cut off as Applejack got in his face.

"You... me.... buck off... now..." She seethed.

He blinked at her before turning away. "No thanks. I'll pass."

"Why? Scared you'll lose?"

"No." He said getting up to stretch, popping almost everything as he does so. "I just don't like to push myself too soon after a rebirth."

"What now?" The girls asked.

As he stretched unintentionally showing off his flexibility, he pointed to the black patch he was laying on.

"Oh my." A cream yellow pegasus mare practically whispered. 

"That...how...I..." Twilight managed. 

"Oh dear." Rarity gasped. 

AJ just whistled.

Pinkie "ooooooooooooooooh."

"Cool." Rainbow laughed. 

"I take it you guys have never seen magic before?" The wolf asked. Upon seeing the angry glares and glowing horns he shrugged. "I guess you have." Turning away he added. "I'll be in the woods if you need anything."

And with that he walked off into the forest. 


one hour later


"So.... is anyone going to go check on him?" Rainbow asked, laying on a cloud she moved as they waited for Twilight to finish studying the burn marks.

"I don't know dear." Rarity sighed. "I don't think he wants to..."

Rainbow cut her off. "You heard him. He practically invited us."

"Still surgercue. We don't even know where he is."

Rainbow huffed and plopped back on her cloud.

"I'd hate to admit it. But..." Twilight sighed. "Rainbow has a point. He's the only one that might know what strange magic I found."

Rainbow nodded and with a salute she was off.


Deep in the EverfreeForest


"You there wolf... guy?" Rainbow called as she flew through the trees.

As she came across a clearing she saw him. She was about to approach till she was stopped in her tracks at a familiar growl. "Not good." She gasped.

After looking around for a moment she turned her attention back to the wolf. Her eyes widened in fear as she spotted a Timberwolf coming out of the trees opposite of her. She flew out ready to help only to stop again a foot from the trees as the two started to circle each other. What was more surprising was the smile on his face.

"ARE YOU NUTS?!?!" She yelled. "THAT'S A TIMBERWOLF! RUN!"

"It's fine." He called back calmly. "The pup just wants to play."

"Play?" Rainbow was as confused as anypony trying to put logic to Pinkie Pie. "HOW IN TARTARUS DO YOU KNOW THAT?!?"

"If you don't mind waiting a minute. I can teach you." He replied, causing the pegasus to land suddenly, finding the encounter interesting.

The timberwolf jumped at him and was swiftly slapped away. Again and again the timberwolf jumped. And each time it was slapped away or dodged. It didn't take long for the pegasus to see what was happening. And against her bidding her wings puffed out, fluttering each time the wolf dodged the attacks.

After about 50 or so rounds the timberwolf returned to the trees.

Rainbow Dash flew over with a smile on her face. "Ok. That was cool. But talking to criters is more Fluttershy's kinda thing. Not mine."

"Oh? And what's your kinda thing?"

"Being awesome." She replied, puffing out her chest.

The wolf looked her over. "I see... if what you're referring to is speed and agility. Then I'd say you have the perfect body for it."

Rainbow blinked and fought back a blush. "Thanks... I mean. Ya. I know I'm awesome."

The wolf's eyes narrowed. "You should be careful with that ego. Pride is a powerful force that few can beat."

Rainbow rolled her eyes. "Ya ya. So can you teach me some cool stuff? Or not?"

The wolf thought for a moment. "I will only teach you one thing. It will help protect you against pride."

"Oh come on." Rainbow wined. "Can't you teach me..."

"No." He interrupted before turning his back to her. "Too many have been hurt following this path."

Rainbow shook her head. "You're just scared."

"Let me ask you. If you weren't around. What do you think would happen? How would they react?"

"Then teach us. Twilight wants to learn. AJ will once she sees what you can do. Once I tell Fluttershy, I know she'll want to. Heck, maybe even Rarity and Pinkie will."

He thought for a moment then sighed. "Fine. But I will only teach all or none. Deal?"

Rainbow held out a hoof. "Deal."

The wolf followed Rainbow back to town as he considered getting new clothes. "Maybe they can point me to a tailor." He thought.


back in Ponyville


"Look who I found." Rainbow said confidently. "And he's willing to teach us some cool stuff."

"I don't know if I should." Fluttershy said meekly. 

"If it means seeing what he can do. Then I'm in." Applejack said with a nod.

"I don't know Rainbow. We don't know what he is." Twilight pointed out.

"I'm in." Pinkie  smiled energetically. 

Rarity eyed him carefully as she would one off her dresses. "What can he teach us exactly?"

"I can teach you many things." The wolf said, looking over at Spike. "Such as how he can heal with his fire."

At those words Spike jumped up. "And why do my wings itch?" The wolf nodded. "I'm in."

Twilight sighed. "Will you answer our questions?"

"Some for now. But in time... that will depend on you."

"Then that leaves Fluttershy."

"Oh my." She squeaked.

"Rainbow told me how you can speak to animals." 

"Yes.... well most of them." She corrected meekly. 

With a smile he turned to Rainbow who gave him a knowing nod. With a whistle the wolf watched the forest. A few moments later a small Timberwolf ran out and slid to a stop at his feet looking as happy as a pup when it's master came home.

Upon seeing this the girls looked in shock as he knelt down to bet it. "Her pack kicked her out because she's a runt."

"How do ya know that?" Applejack asked.

"She told me." He replied looking at Fluttershy. "So. Care to learn?" Fluttershy nodded as a soft smile crossed her face. "Good. Because she's going to need a home." At that the timberwolf and Fluttershy jumped into each other's arms.

"By the way. Name's Phoenix Dark Wing. Now who's first."
> Harmony of wind
> --------------------------------------------------------------------------

Rainbow Dash was eager to learn something cool from the wolf. "Me first!" She said excitedly flying in place overhead.

"Really Dash? I think we should learn what we can about him first" Twilight groaned as she received an eye roll from the pegasus. 

"Maybe you can do both at once. Just know that If you want to go past the basics. And you want more advanced lessons...We'll need to spend private time to do it." Phoenix said softly rubbing his chin in contemplation as he stood facing the library. After a moment he looked over at the girls.

The girls and Spike looked at each other for a moment before turning to him and nodding in agreement.

"Alright then. First we'll need an open space. Preferably on a hill or cliff." Phoenix said walking over to sit with the girls.

"Why is that darlen?" Rarity asked.

"You'll see." He replied with a knowing smile.

"How about the gorge?" Rainbow suggested. 

Phoenix thought for a moment and nodded.  "Perfect. Let's go."

"Now?" Rarity asked in shock. 

"Why not? We're all together. And you do want to start your lessons. Right?"

Again the girls looked to each other before getting up and leading the way.


at the gorge


Phoenix looked over the side for a moment. "Perfect."

"Are you going to explain why you brought us here? And hopefully answer a few questions." Twilight asked.

"If you put away the clipboard you're trying to hide. I'll explain. " He replied, glancing back with a knowing smile which caused the alicorn to blush and her friends to giggle.

After she put her clipboard away the wolf had them line up as close to the edge as they could get.

"I want each of you to sit as close to the edge as you can comfortably, close your eyes and listen." He explained. 

"That's it?" Applejack asked.

"You'd be surprised." Phoenix laughed. 

Phoenix looked over each as they followed his instructions.  There wasn't much surprise seeing Rainbow Dash at the edge of the cliff alongside Spike. Applejack sat a few feet farther. Then Twilight, Rarity and lastly Fluttershy.

He had seen all he needed to. With a nod he started planning their lessons in his head. "Ok. Now feel the air around you. Notice how it moves along your body. Smell the places it has been. Taste what it has experienced. Hear it's stories." He said softly as he walked past each of them. "The closer you get to the air. The more it will show you. And protect you."

The girls... mostly Twilight,  concentrated as hard as they could. "Relax. You have to be patient. If you're not. You'll miss what the wind has to tell you." He said looking over them and smiled as the two pegasi and dragon sat upright spreading their wings.

Phoenix blinked at Fluttershy. It was the first time he saw anyone accept the wind so far from the edge. "Fluttershy.  Keep your eyes closed and move forward till the wind says stop."

With a gulp and nod she stood as her friends turned and watched.
 10 feet. Phoenix motioned for the others to stay quiet.
7 feet. Twilight looked to Phoenix in fear.
4 feet. Spike and Rainbow watched ready to jump into action. 
1 foot. All eyes were on her as she neared the edge.
0. Fluttershy stopped at the edge much to everyone's relief.

"How do you feel?" Phoenix asked. As if to answer him she smiled before sitting. 

"How did I do?" She asked.

"You're at the edge."

Fluttershy gasped before slowly opening her eyes. Looking back at her friends. They shared a smile.

"Good. The more you practice, the better you'll get." Phoenix said, flopping back in the grass.

"So what was this for?" Pinkie asked.

"To help you connect to the spirit of wind." Phoenix replied. 

"What now?" Applejack asked, clearly confused. 

"Spirits are all around us. What you call magic is only a drop of what they can provide."

"Like how pegasi can walk and kick clouds?" Rarity asked.

"That's exactly it. Each of you holds a small portion of the spirit's power. And with the proper teaching. You will be able to do wonders."

"Can it help Scootaloo fly?" Rainbow asked hopefully. 

"I'd have to..." before Phoenix was able to finish his thought a young orange pegasus with a purple mane jumped from the nearby bushes.

"Hay Dash." Scootaloo said happily. 

"Hay squirt. We were just talking about a possible way for you to fly." Rainbow said, patting Scootaloo on the head.

"Really?"

Phoenix looked Scootaloo over and rubbed his chin. "There are ways. Where's her..." He stopped seeing the looks on the girls' faces. "I see... that limits what I can do for her quite a bit."

"How come?" Twilight asked.

"Without her family there. I would need to get a noble's blessing. "

"Like... a princess?" Rarity asked, grinning at Twilight. 

"Yes..." Phoenix replied, looking over at Twilight. "I take it by her actions you're a princess?" Twilight nodded.  "Good. All that's left is to decide on the method."

"What are they?" Scootaloo asked, becoming even more excited by the second. 

"Both will change you forever. But one is more widely accepted than the other."

"Why?" The girls asked in unison.

"Herd."

Silence passed over them as they considered what was said. "Like a pony or dragon herd?" Spike clarified. 

Phoenix thought for a moment. "Well... if you're referring to being the alpha or partner. That's more up to the spirits."

"And the other one dear?" Rarity asked.

"In short, adoption."

"Meaning?"

"Scootaloo would be a member of my family and my pack." Phoenix said with a smile. "It's a rather special moment. Much like the other method. Just more painful... and bloody."

The girls looked at each other for a moment having second thoughts about this. 

"Now you see why I asked about a... you know. And the princess."

"Can I ask a question?" Twilight asked

"Shoot."

"How did you do that rebirth thing?" Twilight asked.

"Magic." He laughed. 

"Explain. Because I checked. Nothing about it makes sense."

"Ask the bird then."

"Peewee?" Spike asked. "What does he have to do with it?"

"And how did you know about Peewee?" Twilight added.

"I saw one of his feathers in the bush next to the tree." Phoenix shrugged. "He probably understands better than any creature about what it's like." Blinking he noticed the group circle around him. With a sigh he sat. "Fine, what else do you want to know?"

"Why did ya say farm pony like ya did?" Applejack asked. "Something wrong with farming?"

Phoenix chuckled. "Not at all. Back home it was a rather respected job. There wasn't much you were allowed to do if you didn't farm something at least once." The girls noticed the sad smile that crossed his face. But continuing it best they leave the topic alone.

After a few moments he noticed Applejack still wanted to know more. With a sigh he nodded. "You guessed it. Farmers are one of the weakest jobs in my village. But it's because of what they do that they're respected." He said looking at the others. "I'm going to guess her family runs the farm?"

"For about three generations." Twilight confirmed.

Phoenix nodded. "There you have it. True, I called you weak in one manner. But strong is the one that counts."

"I don't get it." Spike said, tilting his head.

Phoenix looked over to a lone bush. "Look there. Think of that as Applejack's family. Farmers working together and giving to others." He then looked at a tall tree. "And that is a worry. Big and strong. Ready to defend, protect and lay down his life in a moments notice." He then looked at the girls. "Witch do you think withstand a storm?"

"The bush right?" Applejack asked. And got a nod in reply "I reckon it got all them branches so close... and.. them... deep... roots..." just then she turned red.

"You're welcome." He said as it took a moment for the others to catch on.

The girls started to giggle as Applejack glared at them. "Just y'all wait. One of y'all are next."

"I'd say I already embarrassed Rainbow..." He started before said mare shoved her hoof over his mouth.

"You got me off guard. That's different."

With a smile he licked her hoof causing her to quickly pull away in shock. Before she was about to comment he smacked his lips. "Blueberry. Good choice." He said, making her blush.

"Now he got ya RD." Applejack teased.

The group laughed a bit about silly stuff they did before returning to either training or work.

Spike walked over and nudged Phoenix. "About my wings?"

"I'll need to gather a few things." He replied. "But I will help you."

Spike blinked seeing him walking in the forest. "Where are you going?"

"To set up camp." He replied as he walked. "Night."

"Night.." Spike shrugged as he rejoined his friends at the cliff. He had a feeling. Training was going to take a steep turn very soon.
> Element of water
> --------------------------------------------------------------------------

That night the girls thought about what they were told that day and how they agreed to have a wolf they had only just met to teach them.

Twilight spent several hours looking over her notes with the new information. She hadn't thought that it was possible. But she was starting to rethink everything she knew about magic. "Once I know more." She decided. "I'll send the princess a letter about it." After taking notes on the day she went to bed.


the next day


Phoenix sat next to a large lake looking over the water. He half expected ponies to stop and stare or at the very least react in some way at seeing such a strange creature like him to be there.

However, reality had a much more interesting idea. Every now and then he'd catch a pony staring at him from the corner of his eye. A look of curiosity or intrigue on their face. A few times he'd see two mares whisper to each other as they looked at him.

His thoughts were pulled from them as a familiar voice called.

"See I told you he was real." Scootaloo beamed as her and two other fillies trotted over.

The two fillies looked like younger versions of the tan earth pony and white unicorn. It was easy to guess their relationship. And a small smile crossed his face upon seeing their shocked expressions.

"These are my friends. Apple Bloom and Sweetie Belle." Scootaloo said happily as she motioned to them. "Together we're the..." the last part the trio called in unison. "CUTIE MARK CRUSADERS!"

"You may call me Phoenix." He replied with a gentle bow of his head. "I take it these cutie marks are what the older ponies have on their flanks."

"Ya." Apple Bloom confirmed. "They're our special talent."

Phoenix thought about it and considered what he would be for a moment. But it was only for a moment. "I see. So. Did you come just for introductions or did you need me for something?"

Sweetie Belle spoke this time. "We wanted to see who was going to teach Scootaloo to fly." After a moment she added. "How are you going to teach her without wings?"

Phoenix laughed. "I noticed several pegasi live here. And one that would probably be a good teacher." He sighed looking over at Scootaloo. "But I can help her get ready for when that time comes."

A look of excitement crossed the young pegasus's face as Apple Bloom asked. "Who ya gonna do that?"

"She can join your sisters in their lessons."

The two fillies looked at each other in shock before looking at their excited friend. "Can we join?"

"You'll have to talk to your sisters first." He replied turning to Scootaloo who was now prancing in place. "You want to start now?"

Scootaloo gave an eager nod before turning to her friends. "I'll see you girls later." She said as they nod in understanding.

Scootaloo waved to them as they trotted off before turning to Phoenix. "So what's first?"

"Calm." He replied. "If you're going to be a great flyer you'll need to have patients." He taped the grass next to him. With a nod Scootaloo sat with him. "Close your eyes and feel the air around you." Scootaloo obeyed and shut her eyes. "Relax.  Let the air tell and show you what it knows."

Without opening her eyes she asked. "How is this going to make me a better flyer?"

"In time you will be able to feel even the smallest changes in the air. It will tell you of the coming weather, approaching dangers... it'll even be there as a friend to comfort you when you have no one else to turn to." He replied, bringing a smile to her face.

After an hour passed he turned to her. "We'll have company soon. I want you to take some time each day to practice listening to the air."

Scootaloo nodded then looked to town in time to see Twilight and her friends approaching.

"Apple Bloom said ya'd be here." Applejack said with a smile as they joined the two. "What ya doin?"

"Getting ready for your next lesson." Phoenix replied as he looked at the water. "If you girls have the time that is."

"Thankfully my orders have been slow..." Rarity sighed before realizing what she said.

Rainbow shrugged.  "I guess I can hold off on practicing for a bit."

"Big Mac got the chorus covered." Applejack said flatly. 

"I'm eager to learn more." Twilight said happily receiving a badly covered 'egghead' from Rainbow as Spike shrugged. 

Pinkie Pie just giggled as she bounced over as Fluttershy meekly walked over. "I have time... if it's ok with you."

"Ok then." Phoenix said getting up. "Line up in the water so it's brushing your belly." They all nodded and walked to the lake taking their places.

Phoenix sat in the water next to Scootaloo as the two closed their eyes. Seeing this, each of the others followed their example. "Like the spirit of wind, the spirit of water is a gentle comfort to those it cares for." He explained. "It is the life within us. It cleanses us and heals our bodies and souls. Allow it to wash over you. Feel it release you from tension. The spirit of water welcomes all to take from it's bounty. But in doing so we must remember our thanks and not take it's kindness and soft nature for weakness. For it holds no mercy for those who betray her trust or harm those under her protection. "

Everypony winked at the implications of his words. It didn't take long for them to start feeling the effects the water had. As Phoenix said, one by one they felt their stress and worries fade.

Soon Applejack let out a soft moan catching Phoenix who opened his eyes and smiled at seeing the smiles of his students. It didn't take long for Applejack to start lowering her body into the water. She was soon joined by Rarity, Fluttershy and Pinkie. With a chuckle he saw Spike nearly had his entire body in the water. The dragon's head being the only part of him that was out of the water.

"Good. You're all doing great." Phoenix said softly. "Each of the spirits have their own personality like each of you. Air or as most call it wind is normally calm and gentle. As water tends to be playful and mischievous. Each spirit grows close to those that are of similar nature. Though one may not think so. They are close to each other as well. Like you the Element spirits work together in harmony."

After a few minutes Phoenix got up and playfully flicked his tail at them spraying them with water. "Ok. Lesson over. The spirit of water would be upset if we spent all this time in it's water for lessons."

It didn't take long for the group to be lost in the fun. Teams were made and water was splashed in every direction. Spike, Rarity, Applejack and Pinkie teamed up and at first thought they were winning their splash war against the team of Phoenix, Twilight, Rainbow Dash and Fluttershy. At least till Scootaloo joined and sided with her hopefully father.

They eventually stopped when the sound of hunger called from the wolf's stomach. "I should go." He said with a soft smile.

"Why don't we get something to eat in town?" Pinkie suggested. "Twilight might have a question for you."

Phoenix shook his head and started for the forest. "It's best I go. The rest of you have fun." After patting Scootaloo on the head he started for the forest.
> Eliminates of death
> --------------------------------------------------------------------------

Twilight and her friends sat at a picnic table after getting takeout talking about what they thought about what's going on. 

"And I said, That's not a bagel." Pinkie said happily before stuffing a cupcake into her mouth. 

"Anyway." Sighed Spike. "These lessons aren't that bad." A nod of agreement was shared with the girls. "But why do you think he wants to be alone so much?"

"Maybe he just likes his privacy." Applejack suggested. 

"Maybe he's looking for an awesome place for training."

"Maybe he's hiding something." Twilight suggested. 

The girls and Spike looked at Twilight. "What would give you that impression, dear?" Rarity asked in concern. 

Twilight shook her head. "What else would it be?" She asked sarcastically. "You saw yourselves. How he's been eyeing us."

"Ya. So we don't mess up or get hurt." Rainbow countered.

"Then what about how he hovers over us?"

"Excuse me?" Rainbow spat. "I didn't know hovering bothered you so much."

"That's not what I meant. You're different."

"We shouldn't jump to conclusions." Fluttershy said in her soft whisperlite voice.

"I'm sorry dear but it sounds like you're looking for reasons to not trust him." Rarity pointed out. 

"But we can't trust him."

"Like changelings?" Spike asked as soon as she finished.

"Exactly like changelings." No sooner did the words escape her lips did Twilight realize what she had admitted. Looking at her friends she saw a look of shock, disgust, betrayal, and shame. "I... I... I didn't mean..." was all she could say as she sat frozen in place.

"Come on girls. Let's go." Rainbow huffed as the group got up and started walking off.

Spike who had his eyes on Twilight since his question got up. "Spike I..."

"I thought you would stop after the queen changed... but I guess I was wrong." Without another word he left with the others.

After a few minutes a white unicorn stallion in a tuxedo and tophat. His cutie mark was that of a clock twisted into the shape of an 8. "Well. This is a sight to see." He laughed before waiting for a reaction. "Twilight Sparkle. The princess of friendship. Not wanting to trust and learn."

This time he got a reaction. Her ear twitched before she spoke. "Ya... and don't forget the destroyer of friendship."

The stallion rolled his eyes. "If I had a bit for every time I heard that." He joked before sitting across from her. "Tell me. What happened that got you here?" Twilight sighed and started retelling the events that got her there.

Once in the center of town everypony stopped. "See you girls later." Spike said with a smile. "Come on Scoot. I'll get you back..." Spike froze and looked around. "Anypony seen Scootaloo?"

The girls looked around till Fluttershy gasped looking at the forest. "You don't think she'd?" With that the girls ran for the forest.

Twilight finished her story as the stallion thought for a moment. "Sounds like you have some apologies to make." His ear twitched causing him to stand quickly. "Your friends need you and I should go. Bye." He said, causing Twilight to look to where her friends went before looking back to find nothing. Getting up she quickly made her way to where her friends were running. 


Deep in the EverfreeForest


Scootaloo gulped as she made her way through the trees. "Phoenix?!" She called nervously. She had never gone this far and she lost the trail some time ago. But she didn't plan on stopping her search. At least till the sound of a snapping branch  caught her attention. Her eyes went wide as she looked at where the sound came from, with just enough time to scream.

It took several minutes after the scream was heard for the seven friends to arrive at the source.  There laying on the ground was the motionless and bloody form of Scootaloo. The girls froze and looked in shock and horror. Her stomach was slashed open leaving her intestines and other organs or what was left of them to have spilled out staining the grass and dirt. None of them knew what to say as they were trapped in place by their shock. 

It wasn't long however that the shock and sorrow was replaced with rage and vengeance. Whatever had done this was going to pay. Their search however quickly ended as a familiar tall figure stammered from the trees. Phoenix stood there with a savage primal glint in his eyes. Fresh blood covered his muzzle and claws. Shock returned as the image of him attacking the filly he had considered like a daughter and... eating her.

As the girls readied to attack he held up a claw. Twilight's eyes widened seeing lift a hand to grab and pull a branch from his back. After a moment he fell to his knees next to the body. Taking a deep breath he held the branch over an outstretched hand.

"Ummm... do you think he sees up?" Spike asked softly. 

"No. I think the only one he sees is her." Twilight replied.

Their conversation was interrupted as Phoenix let out a loud cry as he stabbed the thorn into his open hand till it poked out from the other side. Lowering down he began to whisper as he tilted her head up with his free hand.

"What in tarnation?" Applejack gasped. "What the hay he doin?"

They stood and watched as blood dropped into the filly's mouth. Every now and then he wobbled as if he was fighting to finish what he started. Each time he wobbled a droplet would hit her lip, teeth or nose. Soon his hand went limp as he fell to the side.

Seeing the wolf start to collapse Spike rushed over to catch him.

Before passing out Phoenix said only two words as softly as Fluttershy normally spoke which confused the dragon. "She'll live."

Scootaloo let out a scream as what looked like a griffin jumped out at her. Seeing its prey it lashed out in time for her to rear back taking the claws to the gut. Blood sprayed out as she fell onto her back. Proud of its hunt the griffin trotted over and used it's beak to rip out her liver and swallow it hole.

"You shouldn't have done that." A feral voice growled from the bushes.

""What's it to you? If she was your hunt then too bad. After I get the meat I need for my master from her.." The griffin paused to rip out her heart and swallow it. "You can have the rest."

Another growl this time accompanied by a large figure charging out and catching the hunter turned pray by the neck. It was the wolf. The griffin blinked at the look in his eyes and froze in fear. The scent of blood and fear was flooding his senses and pushing him farther over the edge of sanity he'd like to admit. This... chicken had killed a filly. No. Scootaloo wasn't just a filly to him. She was his student. Strike one. She was going to be his little filly. Strike two. And the final strike was this chicken didn't respect the dead. Oh and four would be that comment about his master.

Ya... Phoenix was going to show him what a true alpha predator looked like. Pinning the griffin to a tree face first he grabbed it by the base of both wings, he dug his claws in till he felt bones crack. Holding its neck in his jaws he pulled in two separate directions till he felt no resistance as the griffin gave a choked gogely cry of pain. Blood spouted out from the stumps as he tossed them to the side. He wasn't done yet. He would punish this winged fool. Biting down he felt the griffin's throat cave slightly. Phoenix then let go with his jaw and grabbed it by the skull with his hand smashing him against the tree again. This time when he grabbed it with his teeth, he aimed for it's  head and with a single motion he twisted his head tossing the griffin to the ground before walking over to look down on it. Rather through desperation or stupidity the griffin sprang up and bucked him into a tree.

The griffin smiled for a moment before it was replaced with absolute terror. He realized only too late that instead of fighting back. He only made the wolf madder. Had anypony seen the next few moments they would see the irony of it. As the griffin reared back holding his talons to his face the wolf lashed out gutting him. Not sooner did the body hit the ground that the wolf gave to his hunger what it demanded. Tonight's menu was served. And without another thought he lunged his face in to begin eating. Of course however, he wasn't going to eat all of it. The vile thing didn't deserve it. And after a few mouthfuls he pulled away licking his lips before spitting one of it's balls into it's eye.

"Fuck. You even taste like one of those rotten shadows." Phoenix growled before his instincts told him to save Scootaloo.
> Element of life
> --------------------------------------------------------------------------

Pain.... cold... nothingness 

These were what the yong filly felt from the attack she was the victim of. Now she felt...nothing. no pain. No cold. No warmth. Nothing. All she new was something was wrong. She was scared. She didn't know what to do. She wondered if she was able to do something. Anything at all. She was alone in the darkness.

The first thing she noticed was she wasn't in her body. She began to wonder if she ever had a body. Was she even a her? Nothing seemed to be right. Did she even...

Before her thoughts where able to get darker a light appeared in the distance. She felt like it was calling her. Slowly she began drifting closer to it. It felt... warm... welcoming. She felt a need to go to it. The closer she got the less she found she worried about. Slowly she erged herself closer to it.

As she felt herself reaching out to it a new light flashed to life. She looked at wonder as the light seamed to dance in place. Unlike the welcoming light the new one felt... familiar.

Slowly she started drifting to this new light. The closer she got the warmer she felt. Slowly memories began to come back to her. Her name... she had a name. The more she remembered the warmer she felt and the larger the light seemed to get.

She started to remember other things. Ponies. She knew ponies. They were her friends. Colors... so many wonderful colors. Smells... blood. She stopped as the light seemed to sense her hesitation and pulsate gently as if trying to calm her. She had remembered how she got there. She had died. She looked back to the other light that seemed far away now. Did she want to remember the pain why would this light show her such things.

As she started to move away new memories came to her. Voices... a wolf... joy... love. It seemed the light was answering her. Showing her why it wanted her to come. She waited a moment before moving closer. Once more she remembered the pain... cold... fear. Again she hesitated. She really didn't want to go back to that. The light saw this and pulses again reminding her of those that are waiting for her. The ones that worry about her.

As those memories returned to her she made up her mind. And with that she pushed herself into the light. "Who are you?" A voice asked.

"Scootaloo."

"Who are you?" It repeated slightlylouder.

"I'm a pegasus who dreams to be able to fly."

"WHO ARE YOU?" The voice called. 

Scootaloo paused for a moment. Who was she? A Rainbow Dash fan? A member of the CMC? After a moment of thought she new the answer. It was something she had wanted longer than being able to fly. And now she had it. She just hadn't said it till now. She was going to have it. She was going to make it a reality. Now she was going to say what she would over and over to her friends. "I AM THE DAUGHTER OF PHOENIX!" In a flash the darkness was gone.


Everfree Forest


Twilight and her friends sat around Scootaloo. As Spike held Phoenix he looked over at his friends. "What should we do?" He asked trying to keep the fear and pain from his voice. "He's not breathing."

Applejack looked over at the wolf then back to Scootaloo. "I.... I recon ya should put him with her." The other five slowly nod. "They probably would like that." Spike noded and set Phoenix next to Scootaloo before rejoining his friends.

Within moment they started to lean into each other for support as they started to cry. First was Pinkie Pie, who had soooooo many plans for there parties. Next was Rarity who wanted to make Scootaloo her wedding dress. Applejack who had come to enjoy the filly's energy and determination. Fluttershy who always cried at seeing one so yong taken. Twilight who wanted to help teach her so much more. Spike who would miss seeing her speed around town. And lastly, Rainbow Dash, who had lost her number one fan, and presented of her fan club.

It took them a minute ro notice the flames that started to cover the wolf's body. Panicking Twilight tried casting a spell to try and put out the fire. However the flames continued to spread. Quickly covering more than half his body and spreading over Scootaloo.

"Scoots!" Rainbow cried as she dove to grab he fan. Seeing this Twilight turned and grabbed Rainbow with her magic. "Let me go! I have to..."

"No Rainbow. There's nothing you can do for her." Spike said moving between his friends and the bodies. "I don't know what's going on. But something tells me... we should leave them alone. "

"But Spikie." Rarity started till Fluttershy put a hoof on her shoulder. Looking at he shy friend she blinked seeing a familiar bird on her shoulder.

"Peewee told me..." Fluttershy explained. "They'll be ok... but we should move back." With that Peewee flew over and landed on Scootaloo pulling a feather from it's wing.

The girls watched as it dropped it's feather on the pegasus's head before hopping over to doing the same with the wolf. Spike motioned for them to take another step back before spreading his wings facing the two for added protection. "Stay behind me."

"But..." Twilight started before Spike looked at her  with a knowing smile. Sighing she nodded and stepped back. "Ok Spike. I trust you."

A few moments past before the flames grew into a pillar that reached out lapping at Spike's body. Even though he was fireproof he felt pain... and... pleasure? He didn't understand why but it felt right.

Spike watched as the flames hid the bodies from sight. He gulped as Peewee flew out landing on his head to watch the flames. A minute passed before the flames died down leaving two piles. One the size of a filly. And another long enough to cover Phoenix.

After a moment the wolf sat up letting out a scream of pain. "FUCK!" Hearing and seeing the wolf sit up so suddenly everypony jumped back. "That fucking hurt." He growled before turning to the pile next to him.

A moment later Scootaloo shot up screaming in pain. Phoenix reached over pulling her into his arms. "It hurts." She cried as he gently stroked her mane to calm her. "It hurts so much."

"I know." He said softly. "The pain will pass." Looking over he saw Spike laying down letting the girls see. "It seems we have a lot to talk about." With that he lifted Scootaloo in his arms as she fell asleep. As the group shared a nod they made there way out of the forest. None yet noticing the changes the yong pegasus has gone through.
> Element of fire
> --------------------------------------------------------------------------

No one said anything till they got to the library. It was agreed that Scootaloo should rest with Spike who curled up in the senter of the room. "So... you going to tell us what the buck happened?" Rainbow snapped. "We saw Scootaloo..." She shivered at the memory. "Then you... what was that?"

"Reberth." Phoenix explained looking at Scootaloo with a sullen expression. "It's a gift as much as a curse of my people." He sighed.

Twilight thought for a moment before gasping in realization. "That's why you said Peewee would understand. Because..."

"Yes. When I die... I am reborn in fire." He sighed. "It's a painful experience. But in return. I am cleansed by the fire. Death and rebirth. The two sides of the spirit of fire." Looking over he saw the girls and Spike where listening closely. With a sigh he smiled. "Normally I'd hold this lesson for a more private time. But considering what you saw..." He paused to hold out his hand with his palm face up. "The spirit of fire is within all living things. It is what drives us. It fulls us... drives our actions and passion. Fire is light. It is life." With that a small flame appeared on his hand. "To connect to the spirit of fire you must understand this. Know that your inner flame will grow and shrink with your passions." He looked over at Spike. "Dragons are seen as masters of this element because unlike others. They have a close tie to it."

"Dose this have anything to do with there greed?" Twilight asked as she took notes.

"Yes. As they give into their greed they grow as does their hunger for more. However..." He said with a smile at Spike. "Those who truly connect with the spirit will not be controlled by greed. Instead will grow to their proper size. At least as big as the spirit deems proper."

The girls giggled as Spike blushed. "So how can I connect to the spirit?" The dragon asked meekly. 

"I would say to bathe in fire. But that would require us to go to a less... flammable location." Phoenix replied as he thought for a moment. "Show my your wings." Spike noded and carefully sat up to not disturb Scootaloo and spread his wings showing dark swirls that reached out from the base of his wings. Nodding Phoenix smiled at him. "Looks like the spirit has already excepted you. Just find time to bathe in fire now and then."

"And the rest of us?" Rainbow asked impatiently.

Phoenix thought for a moment. "That would be tough. There are trials that will bond you. But those are advanced lessons... for Rainbow... there is one way. But there's no going back." Rainbow pulled back in shock. Rainbow looked at her friends then at Phoenix before biting her lip. Looking at the others Phoenix smiled softly. "If you girls want I can help each of you connect to the spirits that best suits you." The girls looked at each other for a moment as a silent question was shared between them.

After a few minutes Pinkie asked in her normal energetic toan. "Can we join your herd?" At that everyone looked at her in shock. "What? If we're going to connect with the spirits. Why not just make a herd?"

Phoenix fasepalmed as the girls blushed as they looked from Pinkie to Phoenix then each other. "I... I don't know dear..." Rarity started as she looked at her friends. "That seems like a rather... big step... I mean... we don't know much about him other than what he taught us."

"That goes bothe ways." Phoenix pointed out. "I don't know much about any of you either. However..." He stopped to think for a moment. "Perhaps... it would help with your latter lessons. But..."

"That means we'd have to spend time alone with you." Twilight asked getting a nod from Phoenix. "I see... though I have a feeling you'd like us to take such lessons slowly. Start with the basics." Another nod.

"And by the time we're done with them you'll know what we need to go to the next level. We get it." Rainbow huffed. "Look. I get the entire. Lear slow. Thing but I don't do slow." She paused seeing Phoenix close his eyes to take a deep breath. Sighing she did the same. "Ok... fine. We can take it slowly. But how long till we can learn the good stuff?"

"If you want advanced lessons. You'll need to pass the trials first. And without training. You will likely fail." Phoenix sighed. "Besides. The advanced classes are private for a reason." The girls looked at each other for a moment before looking at Phoenix. "Can we just get back to the lesson? Or should we skip to Q&A?"

"I have one." Rainbow announced quickly. "How will we know if an element boned with us?"

Phoenix thought for a moment. "How should I put this?... you'll hear them?" He said holding out his hand as the small flame danced. "Take the spirit of fire for instance... It is powerful, brave and warm. It can cleans anything it touches. Or destroy it to make way for something new..." As he spoke the girls looked on in wonder. However,  none notice Rainbow had stopped paying attention till. "Rainbow would be a potential pick."

"What about me?" Rainbow asked snapping out of her trance.

"Nothing. The girls were just asking about roles in a herd and what I thought about it." He teased with a knowing smile. "But now that you're back. I think it's safe to say I have a few ideas on how the selection will go."

"And how's that?" Twilight asked nervously. 

"You'll see. But for know. I need to keep an eye on Scootaloo. So questions will have to..."

"Why?" Applejack interrupted. 

"For one. It's the first time a quadrupled went through a rebirth. What makes it worse is her age."

"So... what do you think will happen?" Twilight asked.

"Anything from age change to a full body makeover." Hearing that Twilight and Spike looked to each other with a knowing nod. The other girls mimicking them.

"I think we're all wondering what will happen." Spike said carefully getting up to make room for Phoenix. "That and you should hold her at least." With a nod Phoenix sat between the two and smiled as Scootaloo repositioned herself onto his lap before Spike wrapped his wing around them.
> Element of revaluation
> --------------------------------------------------------------------------

The next morning Scootaloo groaned as she slowly opened her eyes before slowly looking around. She didn't know how she got to the library.  But she was happy to see her friends where waiting for her to wake up. As she looked at Phoenix she let out a soft gasp as she blushed. Before today she had continued him like a father figure. And even though a part of her still did she couldn't help but to blush as a part of her saw him as something... more. "Hay Scoot." Spike whispered from her side. Looking over she saw the smiling face of the yong dragon. "How you feeling?" He asked as she replied with a smile. "Good. Like the new look."

At that Scootaloo gasped and sprang up to look herself over. Her wings have grown to a generous amount with read tips at the end of her feathers which got her exited on its own. However that wasn't the end of her surprises. Along with her wings growing. She herself had grown several inches. Looking over her stomach she saw a jagged strip of furr that went down her stomach. A harsh reminder of what she had recently gone through. As she looked at her flank her eyes widened at the sight that met her eyes. She had her cutie mark. It was a red feather covered in a blue flame. A squeal of excitement escaped her as she pranced in place causing the others to wake in a jolt.

As soon as they looked at Scootaloo each pony quickly relaxed and smiled seeing how happy and healthy she was. It didn't take long for them to notice the source of her joy as they too were swept into the excitement of her new cutie mark. Phoenix sat back and smiled at what he saw. Not only had Scootaloo been excepted. But she had made her first steps on the path she had wanted.

"So. How how are you feeling?" Phoenix asked softly. In response Scootaloo tackled him into a deep hug. "Well. I'm glad you're OK. But we should talk about what happened." He said as Twilight and Spike got breakfast ready.

The group sat and explained to Scootaloo what they learned up to that morning. Then froze when they noticed she wasn't eating her oats. "Is something wrong?" Applejack asked. A shared look of concern crossed the ponies faces as Scootaloo looked to her bowl then at Phoenix who rolled his eyes before motioning for her to eat.

"Let's hope her stomach can still handle a plant based diet." Phoenix sighed as the watched. Thankfully there fears where proven unnecessary as she quickly downed the bowl and was eager for more. "Well at least that hasn't changed." He laughed quickly joined by the others.

After a few minutes everyone settled down as Twilight asked. "Now what? I mean. Is she a part of your family? Or..." She hesitated for a moment seeing the somber expression on Phoenix's face. "There's more to it... isn't there?"

Taking a deep breath he nodded. "Yes... for my people. There is a... ceremony that needs to be done..." He paused looking at Scootaloo. "Though something tells me she may not have been as yong as we thought."

This caught the six friends off gaurd as all eyes turned to the sheepish Scootaloo who gave a weak smile. "Surprise?" After a moment she turned back to Phoenix. "How did you know?"

It took a moment before realization dawned on Twilight. "Reberth." At her outburst everyone turned to Twilight as she explained. "Phoenix said the fire cleansed him. So maybe it removed any magic that was put on Scootaloo." Seeing a nod of agreement from Phoenix she went on. "And seeing Scootaloo only grew a little. I'm willing to guess... you're in your late teens." She finished looking at the pony in question. 

Scootaloo shrugged. "Technically I'm twenty. I'm sorry for tricking all of you. I just wanted to feel like I had a family."

"Did our sisters know, dear?" Rarity asked putting a comforting hoof on Scootaloo's shoulder.

"Ya... it was a shock to them at first. But they didn't mind. We were having fun." She turned to Phoenix. "Dose this mean I can't be your daughter?" She asked as Phoenix looked away thoughtfully.

"Well?" The others asked in unison. 

"Technically... I was the one that gave her life." He replied as he went over the details in his head. "However... That was before we knew her real age..."

"Why would that matter?" Rainbow interrupted.

"She's an adult." A still silence filled the room after his answer as the girls thought about what he said. "I can still act as guide. Only because Scootaloo will need my guidance. However... if we where to go beyond the roles of teacher and student... things might get awkward."

"Because ponies might think you put a spell on her or that you're dating? Is it because we all look around the same age?" Pinkie chimed as Applejack put a hoof over her mouth to stop the oncoming wave of questions. 

"Yes actually. And unless you're country is ok with a male like me..." Phoenix started before seeing the blushes on everypony's face. "I see... wel..." He cleared his throat before continuing. "I suggest we... take some time to consider where we go from here... go over the lessons I taught you..." With a nod he got up and started to walk out. Stopping at the door long enough to say. "I'll be at the park... if you need me."

A few minutes passed as the girls sat quietly thinking about what they were told. It wasn't that he didn't want to get close to any of them. It was clear that he was doing this more for there protection. After a moment of looking at each other they nodded. If they were going to learn about him and the spirits. It was only fair they teach him about themselves and Equestria.
> Element of generosity
> --------------------------------------------------------------------------

Some time passed after Phoenix left the library and the girls agreed that for the time being, they will take over lessons and teach there new friend about what life is like in Ponyville. Rarity stepped forward to show their new friend around. She thought it would be a good way for him to see how giving ponies can be. "After all darlen. All that he taught us. It's only right we do something for him." Was her reasoning. Not mentioning she had an outfit she wanted him to try on. With that decided the group went their separate ways for the time being leaving Rarity to make her way to the park.

It wasn't till she got to the park that the thought accrued to her. "Oh dear... How am I going to do this?" The past few times she was with him she had her friends for support. Now she was on her own. Willingly making her way to a large meat eating... muscular... shaking the thought from her mind she took a deep breath. "Come now Rarity." She chastised herself.  "You're a lady. And ladies don't think such things... or at least not ones like that." As she aproched the clearing she frozen at the sight of the wolf pulling a kite out of a tree for some fillies. The smile on all their faces brought one to her own as she started making her way over.

As the fillies galloped off Phoenix smiled and waved before sitting back under the tree. After a few moments he heard someone clearing their throat. Opening his eyes he smiled upon seeing Rarity.  "Is there something I can do for you miss Rarity? I noticed the others aren't here."

"They have their own... tasks that need tending to dear." Rarity started motioning to the spot next to him. After receiving a nod she sat with him and took a beap breath. "I was just wondering... is it the same where you come from?" After seeing his curious gaze she clarified. "The lack of clothes dear. Equestria is rather open about not having to wear clothes."

"In fact it's not." He replied softly. "Though my village is... similar to Equestria. We still encourage the use of clothes for the sake of outsiders."

"I see... I take it has something to do with rebirth." She guessed. After receiving a nod she smiled. "And your thoughts on fashion?"

Phoenix smiled and nodded. "I've dressed up from time to time. But mostly I stick with a more practical look."

At this Rarity's eyes beamed as she sprang to her hooves. "Then I must insist you come with me." Before he was able to say a word she held up a hoof. "I insist darlen. A fellow creator of fashion without something decent to wear? I won't stand for it. Come now. We must correct this injustice this minute." She commanded using her magic to lift the wolf to his feet.

As they walked through town Rarity pointed out all the best places for someone to go when they want to look their best. One awkward spa visit later and they where back on their way to Rarity's boutique. "I do hope you'll forgive me dear. It's not that I don't think you pull off the rugged look... which you do of course. But I can tell your furr was overdo for a proper deep cleaning. "

"Was the nail polish really necessary?" Phoenix asked looking at his claws. "Not that I don't appreciate the gesture. But..."

"It's a part of the package dear. Think nothing of it. After all. You're doing so much for me and my friends. I just had to do something for you." She beamed as they arrived as a large carousel looking building. "Welcome to Carousel Boutique. Where everything is chic, unique and magnifique." She proclaimed stepping in. "Please be a dear and stand on the stage so I can get your measurements right."

Phoenix watched as the started levitating several things from her work station. Once in place he held out his arms and looked around. This was going to be a long day. With a sigh he looked over at Rarity and smiled seeing how quickly and effortlessly she slipped into her work. To his delight the two talked as she worked. Topic ranged from their favorite colors to what their last date was like. "You really said that?" Phoenix laughed.

"I did." Rarity confirmed. "To tell the truth. I was tempted on doing far worse than getting his suit dirty." The two shared a laugh at that. "And you dear? I can't believe a charming gentleman like yourself hasn't been on a date." Rarity finished up her stitching and glanced up in time for her heart to drop at the sight of him looking away. "Oh dear... I'm dreadfully sorry. I... I  didn't mean..."

"It's fine..." He sighed. "To tell the truth. The last date I had left me with the bill and an angry waiter." He chuckled at the memory before looking over at Rarity. "Funny part is. I think our waiter and your price are related." It took her a moment to catch the humor before she joined him in laughter.

The two sat and enjoyed some tea as the laughed about times they dressed up. And the disaster that followed. Even the outfits they wanted to burn. "Of all the dresses I saw. It was the... worst... possible... dress." Rarity cried falling back as if she was about to fant

"You kept it. Didn't you. "

Quickly sitting upright she took a sip of tea as if nothing happened. "Of course darlen. My friends made it for me... it's in the back." The two took a sip of tea before they started to laugh as Rarity slowly started to find herself sliding closer. "If you ever need anything.  Even if you just want to have a spa day. Don't be afraid to come by."

"I will." Phoenix said looking at his new outfits. "And thank you for the outfits." He said as the two sat enjoying tea and each other's company.
> Element of Honesty
> --------------------------------------------------------------------------

After several hours the two bid each other a good day. Rarity returning to her work with new ideas and thoughts dancing through her mind as Phoenix made his way down the street in one of his new outfits as the others lay folded in a bag Rarity made for him that she promised would survive the Everfree. Looking himself over Phoenix admitted her skills as the woven cotton pants huged his curve as did his silk top.

Taking a deep breath he passed the market where he heard a familiar voice call. "Wanta buy some apples?" Smiling Phoenix walked over to Apple Bloom and saw a large red stallion unhitching himself from a cart. "Hiya Phoenix. How ya doin? Oh. That's my big brother. Big Mac." The two looked at each other and nodded before Phoenix turned back to Apple Bloom. "My big sis should be around here.... ummm...... somewhere. " The filly said looking around.

"Did you and your sister talk about you joining her classes?" Phoenix asked as he help fill bags for ponies buying apples.

"Ya..." She sighed between thanking ponies as they walked off. "Sweetie Belle did to. But they think it'll get to dangers."

Phoenix thought for a moment. "The you and Sweetie can ask your sister how to listen."

"What's that got to..." She was cut off as Phoenix put a finger to her lips and smiled.

Closing his eyes Phoenix put a hand to the ground. "Your sister is three steps behind me." He said causing the filly to crane her neck so she can see.

As he said. There stood Applejack with a shocked expression on her face. "How'd y'all do that?" They asked in unison. 

"Advanced lessons. But you'll need to learn how to listen first." At that Apple Bloom bounced around her sister asking if her and Sweetie Belle can learn.

"I recon ya can. But ya gotta help out more." Applejack sighed with a smile. "Ya can start by helping your brother for me. I gotta talk to Phoenix about some.... things."

Apple Bloom gasped. "You got it sis." She chimed.  As the two started to walk away, her sister's words dawned on her as she called out. "Have fun on your date!"

Hearing this Applejack called back half-heartedly. "It's not a date!!!"

After a few blocks the two laughed as they started swapping stories about times family members embarrassed them. "And then she said. If you don't kiss in the next ten seconds. I'm going to bring out the photo album." Phoenix finished as she two laughed. 

"Shucks. Sounds like one heck of a Heart's Warming." Applejack laughed before looking over at the barn. "What y'all know. We're here." Phoenix nodded and turned to Applejack. Before he was able to say anything she asked. "Ya... want to come in? Granny is out with her friends... and my chores are done." Phoenix saw how out of place she felt. After a moment he answered by leaning over and opening the door for her. With a smile and nod she walked in with him following behind and shutting the door.

The two sat with some hard cider and started to talk about their hobbies and thoughts on matters like. "Apples or oranges?" And "how much can you lift?" Which they both admitted yielded an impressive amount.

After a while the two found themselves in a contest to see who can drink more. Neither really knowing what brought it up. Either the fact they were drink for drink or some comment about farmers not holding there... something. Regardless between drinks they continued talking about life in Ponyville and his home town. At about drink 15 or 20 the talk became more personal. "Have ya... *hiccup* thought about settling down?" She slurred. After a moment thought he held up a finger then shook his head. "Me... *hiccup* too..." After a moment she restored her head on his shoulder. "Ya know... *hiccup* if ya ask me... I recon..." With that Applejack passed out in Phoenix's lap after brushing back her mane he fell asleep.

Hours pass and Phoenix woke to find he was laying down withApplejack laying on his stomach. He smiled at how... cute she looked laying there. Carefully he lifted her off of him and placed her on the couch before moving to clean the mugs off the table. Hearing the door open he looked over and saw Big Mac walk in.

Looking from the wolf to his sister he smiled and nodded before trotting over to help clean up. Once they got the dishes into the kitchen they started the dishes. "I take it she doesn't drink like that often?" He asked as the stallion chuckled.

"Nnnope." He replied calmly. It wasn't long before the two where laughing about how people underestimate their strength or their singing. Then there was the more embarrassing times. "Wait. A stallion was hitting on you when you put on a dress?" He laughed. "I'm sorry to hear that." The two of them laughed as the stallion hid a blush at the memory. The judge wasn't the only stallion that thought he was a girl. Nor was it the only time he was hit on by a stallion.

The two went to the barn to do some lifts. Both of them looking over the other complementing each other on their form and look. However, neither fully mentioning what they fully thought about the other. After a few hours Applejack walked in groaning.

Seeing her walk in the guys smiled softly and trotted over. The three of them started laughing as they talked and worked out again. Thankfully for the siblings, Phoenix hadn't noticed the blush on their faces.

As time passed Apple Bloom arrived home with Granny Smith. After a short explanation the old mare invited Phoenix for dinner. Another recap of the afternoon was shared over dinner before the siblings talked Granny into letting him stay the night. With a smile she agreed as long as he didn't mind the couch. Much to his surprise. The three siblings stayed up with him till one at a time they fell asleep leaning against him or laying on his lap.
> Element of Kindness & the darkness grows
> --------------------------------------------------------------------------

The next morning Phoenix sat up along with the three siblings who looked at each other then him. The two oldest blushed as Apple Bloom just smiled. Quickly the four agreed to have breakfast before heading out. However Phoenix wasn't sure if he should bring up when their next class should be or if one of the others would show. Not only that but a growing worry was pulling him back to the reason he was there.

After breakfast Phoenix decided to make his way down the street. If anypony needed to be mentally prepared for what was to come. It'd be the mare he noticed was the most timid. A few wrong turns latter and some less than helpful directions, he finally arrived at the... hut? A small part of his heart jumped at the sight while another sunk at the memories. Either way he stilled himself before walking over and knocking on the door.

After a few moments he thought he heard a voice before the door opened to reveal Fluttershy. "Oh... Phoenix...I... I didn't know you were... oh dear... ummm... one moment please." She answered in a slightly louder and more confident voice than before. "I just have to feed Lily." After shutting the door the sound of things banging around made Phoenix role his eyes. "Come in." She called.

Phoenix opened the door and stepped in to see the timid pegasus petting the timberwolf. "I'm glad to see the two of you getting along." He commented as he calmly sat on the couch.

"I'm glad to." She replied. "Before you came I didn't think there was this side to a timberwolf.... so what brings you by my cottage? Where you looking for an animal friend?"

Phoenix thought about it for a moment and smiled. "We can do that. I'd also like to help you as well." Fluttershy blinked at his words. "I noticed at the cliff how the wind spoke to you. I'd like to help you grow that connection." After a moment she smiled and nodded in agreement. "Great. Lead the way to the animals and we can start your lesson."

Fluttershy brought Phoenix to the yard where many animals were wandering around.  "So....ummm." She hesitated before looking around. "Let's see if we can find the... what are you doing?" She asked noticing him sitting with his eyes closed.

Patting the grass next to him Phoenix smiled. "Listening." She nodded and sat next to him. After a moment she started to understand and closed her eyes. "When you connect to the spirits. They will guide you. And aid you in many ways." He explained as Fluttershy opened an eye to see him holding out a hand. "If you open your heart to the spirits as you do the animals, they will give you the strength to face your fears." As they opened their eyes fully they say a silver winged eagle perched on his hand. "I have been chosen." He joked before gently petting it.

"Oh my." Fluttershy gasped. "I don't think I saw a bird like that before." She slowly moved closer before gently nuzzling it. "I'm glad you found a friend. Oh... and he is too." The three shared a laugh before returning inside for tea.

Several hours pass as they sat and talked about fears and how the spirits can help. "Just remember to do the meditations like at the gorge and you'll be fine." Was in Fluttershy's opinion, perhaps the best advice she got.

After a while the two of them sat on the couch and talked about animals, music and what they thought was cute. "A hamster eating popcorn." Was Fluttershy's favorite as she pictured it for several minutes before moving to the next.

As the two talked the eagle, timberwolf and a white bunny sat and enjoyed their meal together. For Fluttershy, seeing animals getting along and making friends was the best experience she can ask for. "You're tense. When was the last time you took a break?"

"Well I..." She started before letting out a squeak and plopped to her belly as he began to give her a massage. "Oh my... that feels.... thank....mmmmm" Phoenix smiled as he repositioned her so he can reach more places.As he worked she cuddled up against him.

Time seamed to mean little to them... however.


Changeling Hive


Far from pony eyes a dark shadow was on the move. And it was tracking it's target. Deep in the badlands the queen of the changelings sat on her makeshift thrown as she looked to her advisor and partner. "Tell me the ponies aren't inviting us to another Pinkie party." She groaned as a voice hissed from the shadows.

"No my queen. But you are expected at one." Turning her eyes grew wide in shock and fear as the shadowy figure jumped out at her and filling the chamber in a black mist. "Don't fear my queen. You and the rest of your kin will enjoy what our master has in store for you." The voice hissed as the sound of screaming can be heard across the hive.

Fearing the worst she cried out. "Fly my children! Warn equestria of..." before she was able to finish she let out a pained scream that slowly turned to laughter. 

A mile from the hive a young prince stopped in mid flight seeing the hive quickly covered in a black mist. Gulping he turned and quickly made his way for the only safe place he can think of. "Anywhere is safer than the hive." He thought. "Maybe... with ponies?" Passing Appleoosa he gulped at seeing mist seeping into one of the buildings. "Nope. Not there." With a nod he started for Ponyville. "I have to warn them before it's to late." He panted as he flew as fast as he can. Glancing back hoping the mist wasn't fallowing him. As luck would have it. He was in the clear. But he still saw that it'd be a matter of time before it came for them.
> Element of Magic & The Fall of Canterlot
> --------------------------------------------------------------------------

Twilight sat at her desk looking over several notes as she took other notes on the lessons and cross-referencing it with the magic she knew of. She let out a groan as she glared at her notes. She had three notes with each lesson. It was clear that whatever spirit magic was. It was beyond her current understanding. And it infuriated her. Just as she was about to have a meltdown the door opened revealing Phoenix. 

"Spike said you wanted to see me?" He asked walking in. Upon seeing the piles of notes he let out a sigh. "I'm get the feeling it's a good thing I got a big breakfast."

Twilight looked around her and smiled sheepishly. "Sorry. I was just... researching what you taught us."

Phoenix thought for a moment on her words. "I see." Walking over he sat next to her with a smile. "There are some in my village who studied all the elements. Even though they didn't master any, they still were able to help the others."

"What do you mean?" She asked arching an eyebrow at him quizzically. From what she saw. And how her friends seemed to trust him. She really wanted to. If for no other reason than to show Spike that her comment earlier was a slip of the tung.

Taking a deep breath he thought of a good way of wording it. "I suppose... you can consider the role as an.... elder of sorts." He replied picking up one of the notes. "You will however need the most training to prepare. And it will be challenging. But it will give you the knowledge to help your friends."

Knowledge? Challenging? Two words that sparked a fire in Twilight she never seemed to get tired of feeding. And with an eager grin she nodded. "For my friends and Equestria... let's..."

Phoenix cut her off quickly with a finger. "Before you expect the task. Know that this will change you." He stated as she looked at her wings. She gulped looking into his eyes as he went from her wings to her horn then her eyes. "More so than it did Scootaloo. And even more than it will your friends."

She let out another gulp as she asked. "And... there's no other way to do it?"

"Not for the knowledge you seek." He sighed.

After a few moments she nodded. "Fine. But let's take this time to get to know each other too." With a shared nod they started her training. Taking breaks now and then to talk about each other including but not limiting to there biggest freak outs.  "I think my 'love doll' is a bigger disaster than your 'sheep army'." Twilight laughed.

Each time the two studied, she was then put into a meditative state. Phoenix had to admit how devoted she was to her lessons. It was actually kina... cute. After a bit they stopped for lunch and a 'quick' bath. "A nice bath or shower will help relax your mind for what's to come." Phoenix explained. As Twilight stepped into the shower she noticed how stiff she had become. And even though it was admittedly embarrassing... she called out to Phoenix for help.

Much to her surprise he was rather gentle and... thorough. She bit her lip whenever her got near her flank hoping each time he didn't explore a specific area. More then once she was relieved and dismayed when he stopped short and moved to a different spot.

Once he was certain that she was clean he stepped back smiling at her. "All done." He said softly before turning to clean himself before having the soap grabbed by Twilight's magic. 

"It's only fair that... I clean you too." She gulped as he looked over his shoulder at her. With a soft smile he nodded.

"You going to use your magic I take it." He guessed causing her to think for a moment before sitting back in the shower.

"I... for science... I... I'll use my hooves." She finally decided as she put the soap on he hoof. Before slowly running them over his leg slowly. As she explored his body she made mental notes on every inch she touched. Purposely skipping over his pelvic region.

Noticing Twilight's purposeful avoidance, he smiled to himself and took over cleaning that area.


Meanwhile in Canterlot


Celestia and Luna sat in the main hall reading over the day's news as a griffin with red tipped feathers walked in with a smirk. His emerald eyes  locked on the princesses.

"Who are you?" Luna asked flatly as her and her sister looked at the griffin quickly.

"A friend." He replied with a bow. "One who rather enjoys the night." The venomous toan in his words where not lost on the princesses as they both stood at the ready.

"I warn you griffin. If you're planning anything..." Celestia said before being cut off by his laughter. 

"I wouldn't be so worried about what I will do... at least not as much as my pets." He said as shadows came out from under him forming two ponies. Luna rolled her eyes and lit her horn. Only to look in shock as the shadows tilted their heads. "Really? Is that all you can do my queen?"

Luna blushed in shock as Celestia stepped forward. "You forget my sister is not alone." Before she can say anything word the griffin laughed. After a moment she blinked in realization at the lack of shadow ponies before slowly turned her head to her sister as fear crossed her face seeing Luna in her Nightmare Moon regalia as the two shadow ponies bowed to her.

"Your choice princess. Prison, banishment, or escape." The griffin mocked. "Chose now before I let Nightmare Moon choose." Gritting her teeth Celestia turned to leave. "Oh. If you flee... I may have to pick one of your subjects for entertainment." He laughed causing Celestia to stop and bow her head in defeat. "Take her away."
> Element of laughter,  Cristal Empire crumbles
> --------------------------------------------------------------------------

The next day Phoenix groaned as he stumbled out the door. He had given Twilight instructions to help her prepare for when she takes the next step in her lessons. It really was a good thing she was so into studying that she practically dove into it. But now he had to get some air.

However, said air was not an option as a pink blur knocked him to the ground. "HiPhoenix.Isitmyturnalready I mean. There's not manyofusleftforyoutospendtimewith.AndIcan'twaitanymore.SoIthoughtI'dcomeseeyouandinviteyoutohangoutwithmesowecanspendtimetogetherandmaybeshareabed." She chirped as if she was stuck on fast-forward. 

"Pinkie... air." Phoenix butted in causing the pink pony to take a long gasp of air before looking down at the annoyed wolf she was still bouncing on.

"Oh... sorry." She said meekly before hopping off. "So what you want to do? Bake? Oh. Maybe throw a party? Oh how about throwing a baking party?"

"Or we can try something calmer." Phoenix sighed as he sat up smiling at her.

After a moment of thought Pinkie shrugged and helped him to his feet before walking down the street with him. It didn't take her long for her eyes to wonder over the wolf as they talked.

Most of their conversations were about food and parties. However, Phoenix noticed how Pinkie was trying to guide the conversation to more... private matters. "I'm surprised how open ponies are. I'm surprised I didn't see any having sex in the open." He joked. However a look at Pinkie gave him the feeling it was only a matter of time before it happened. "You're kidding." As the got to Surgercue Corner their conversation slowly returned to food.

Inside he agreed to help at the shop. As time passed he was surprised at how many ponies would come to his line to order. All the while the would occasionally chime in on his talk with Pinkie with their thoughts or suggestions for whatever they were talking about.

A few hours later the two found themselves sitting in the back of the shop in a private booth where she would change her sitting position from being next to him to resting against him. Then from laying on his lap to sitting between his legs to split a snake the owner brought them.

To tell the truth. He wasn't really minding it. Not that it wasn't... strange. But the longer he spent with the girls, the more he understood.

After a bit him and Pinkie moved to the kitchen where they worked on a few dishes. Which included some from his world that Pinkie was the first to try out. It was surprising to the pink pony how good of a cook he was. Not only that but how amazing his food tasted.

She started wondering what else tasted sooooo good. Each time she went through with trying to hit on him he'd give her a smile and she found herself speechless. An hour or two later she found herself laying next to him, resting her head on his chest.

Slowly closing her eyes she smiled and decided she'd try again after Dash had a turn.



Crystal Empire


Princess Cadance and Shining Armor galloped down the hall shouting orders to gards as they passed. "I can't believe it." Shining Armor hissed. "How is he back?"

"We don't know. It might not be him?" A gard gasped as they got to the balcony.

"How can it not be him?" Shining snapped pointing a hoof at a black crystal pillar. "Who else would do something like that?"

"Somepony that knows how to create a destruction." A sultry voice said from behind him.

Turning around Shining saw his wife slowly being covered in black mist. "I'm sorry honey. But unless you plan on joining. I suggest you either follow the gards to a cell. Or run." Cadance sighed as the gard fell onto his belly and crawled over to start kissing her hoof. "I'll even let you take our baby. Just remember. Moma will come to get her as soon as she's done with her new toys."

"What's gotten into you?" Shining asked stepping back as his baby appears on his back.

"Oh.... we just gave her a new outlook on life. And how her powers can really be put for good." A voice said as a black stallion stepped out from behind Cadence.

"Sombra." Shining growled. 

"Sorry. Your king is in another castle." The stallion mocked. "We had him prepare another to join." The stallion gave a fang filled grin before changing it to an eager smile as he tossed himself onto the princess's back. "So... care to join us, surrender or try and run? I should warn that if you run. I can't promise the town will be gentle."

Thinking for a moment he kissed the filly on the forehead. "As long as my children is safe. I will NEVER give up." With that he jumped off the balcony. 

"Well... some of the ponies should be given the choice." The stallion shrugged. 

After a few minutes Shining found one of his local friends and started making their way for the train. "No matter what Sunburst. You and Flurry have to get out." Shining panted as the approach the train. "I'm afraid I'm almost out of strength."

Sunburst stopped a few feet from the train and looked back in shock to see one of the gards tackle Shining to the ground. He backed up watching in horror as the two former allies were fighting each other. As the train door closed and started to move. The last thing the unicorn saw was his friend being surrounded by ponies. "Don't... Don't worry... Uncle Sunburst will... get you somewhere safe." He said as he slowly sat in the corner of the cart shaking as Flurry Heart flew over to hug his leg.


Deep in the EverfreeForest


A white stallion sat in the remains of an old castle sipping some tea as he watched an mape as another black blotch formed. "Oh look. A few more and they have a full set." He sighed with a smile. As several glowing dots move to the same location. "But for how long?"
> Element of Loyalty,  drums of war
> --------------------------------------------------------------------------

Phoenix walked out of Sugarcube Corner waving to Pinkie with a smile before making his way to the park. It had been an interesting couple of days getting to know the girls. And if his math was right Rainbow Dash was the last one on the list. Unless Spike wanted to get in on the fun.

He laughed at the thought as he made his way to the lake, stopping at the sight of Rainbow sitting at the lake with her eyes closed and wings spread. From what he heard. It was rare for her to sit still for long. From what he can tell she was listening to the wind as he had instructed.

As he got closer he saw her ear twitch. "Sorry if I interrupted you." He said as he sat next to her.

"Na. I was just getting ready to do a bit of practicing." She replied, stretching her wings and legs. "What's up? Wanted to see Ponyvill's fastest flyer in action?" She asked, smirking at him.

Shrugging he sat back. "More like the other girls wanted to spend time with me and I thought you'd like to do the same. But I understand if you'd rather..."

She cut him off with a wing. "Woo woo woo. Who said I don't want to hang out?" She challenged. "I'm cool with hanging out with friends." Getting up she looked around for a moment as if looking for something. "Let's see..."

"Dash." He said drawing her attention back to him. "I understand if you'd rather be flying around. If you'd rather be active.  We xan do something you like together."

At his words Rainbow's wings opened in shock. "Really? No matter what?" He nodded. Thinking for a moment she smirked. "How about a race? First to my place wins." She said pointing a hoof to a cloud home that was easily seen from the park.

Getting up Phoenix stretched as he looked at the building. "With your record. I doubt I'd stand much of a chance. But why not. I haven't had a good run in a while."

"Then let's make it interesting." She replied standing next to him. "I won't use my wings. Two legs versus four. Sounds fair?" She asked. With a nod the two got ready. And with a short count down they were off.

At first they were neck and neck. But Rainbow soon picked up speed. It might have been a short race but neither of them complained. Instead of going straight to the house, they turned down several streets to avoid crowds and add some spice to the race. In the end Rainbow slid to a stop as the wolf stood triumphant.

"No way. How did you beat me?" She asked, flying the last foot. "I was kicking your flank."

"You were. Till you look back at the final stretch." He teased. After sharing a laugh Rainbow motioned to a nearby cloud. 

"Hop on. We can relax inside." Seeing his concern she laughed and explained. "My wingless friends stop by so much I get the place enchanted. You'll be fine."

Once inside and seated the two spent the next several hours talking about different challenges they won and books they liked. "Wait. You really thought kicking a dragon was a good idea?" He asked the sheepish pegasus.

"Ya.... after I kicked it... I realized my mistake." The two of them shared a laugh as they continued talking. After a few hours they stopped for lunch and a nap.

Later Rainbow awoke to find she was laying in his arms. Blinking, she quickly got up and looked around. After realizing she was on the couch of her home. Memories of what happened that day replayed in her head. "Buck." She muttered looking at him. After a few moments she hopped off the couch and trotted to the bathroom. "Nope. Not happening. No."

Meanwhile Phoenix slowly opened his eyes and sighed. "Hopefully now that they spent time with me they can relax a bit." Getting up he looked around.

Just then there was a knock on the door. "Coming!" Rainbow called, flying calmly to the door.

As soon as she opened it Rainbow's teeth clenched. "Hey girl. How's my Dashy doing?" The stallion asked as he stepped in clearly uninvited.

"Zeffer. I told you that..." She started as she shut the door. As she turned to face him however she was cut off as he put his hooves on both sides of her head. Her eyes widened as she realized what he was planning. 

"Come on Dashy. You know you want..." Zeffer said before letting out an eep as he's forcefully pulled away. 

"Am I interrupting something?" Phoenix asked, glancing at Rainbow before glaring at the stallion.

"What the hay man? Why are you cock blocking me with my girl?" Zeffer asked.

"I'm not your girl!" Rainbow spat.

"Oh come on Dashy. You know..." Zeffer whimpered before falling silent at the sound of Phoenix growling. He gulped seeing the wolf lick his sharp teeth eyeing the stallion's balls.

"Phoenix don't hurt him. He's my friend's brother." Rainbow asked softly. 

After a few moments Phoenix lowered the stallion so they were eye to eye. "Get a hint and leave her alone. Or I will hunt you down and make you regret it." He hissed before tossing him out the window.

Rainbow stood there and panted as she stared at him. Shaking her head she smiled at him before leading him back to the living room where they sat and read books.



Dragon Lands


A young blue dragoness stood on a ledge looking down to a crater as dragons flew overhead breathing fire into it. Her eyes narrowed as she spoke to two others that stood behind her. "Get to safety." She hissed.

"But Ember." The larger red male dragon attempted to argue. "We can beat that stupid pony." In response the dragoness held out a dark blue crystal staff with a large blood ruby topper. "As you wish." He sighed. "Come on Smols." The two sighed before taking off.

"Well." A voice called from within the pool of fire. "Didn't see that coming. No matter. Even when the bond breaks. I'll still win." With that black spikes shot out speering each dragon that flew by with perfect precision. Ember gasped while she watched in horror as the dragons went limp on the spikes before slowly turning black and pulling free. Stepping back she shook her head in disbelief as they flew down using the black spikes like spears. 

"What are you going to do with me?" She asked as the stallion approached showing a half decayed skull.

"With you? Nothing... much. That is, as long as you don't fight back." He said looking over at a bulky dragon. "Him on the other hand." The stallion let out a raspy laugh as smoke covered the large dragon.

The two dragons flew away from their home and watched as several clouds of black smoke seemed to speckle the land. "Where do we go?" The male asked.

"I know where. But you won't like it." The younger orange dragon replied.

"Like we have a choice." He huffed. And together the two made their way for what they hoped was help. "Let's just hope that dweeb and those wimpy ponies can do something." He added under his breath.
> Final preparations for the trials
> --------------------------------------------------------------------------

The following morning Phoenix walked into the map room of the friendship castle. He had spent the night thinking about spending time with the girls. He didn't think it was too much of a big deal at first. But the more he thought about it, the more he considered the advantages of getting closer to them.


Twilight Sparkle had already started her training to become the avatar of the spirits. Even if there was a doubt that she would be able to use all the elements. He considered the fact she had a talent for magical mastery, she would likely be able to beat the odds and pull it off.

Even if she was a timid pegasus, Fluttershy had made a quick bond with the spirit of wind. Though, looking back. He had to admit it made sense. She was a gentle pony. Even without the title of Element of Kindness, it was easy to see how caring she was.

Phoenix noticed too that Rainbow Dash had taken an interest in the spirit of fire. From what he knew about her… behavior. She did seem the type to bond well with it. Confident, loyal, brave… she had a fire in her that didn't seem to quit, even when her body would. Good looks aside, she was the type of female his people found desirable.

Rarity was soft spoken and showed a nurturing heart. It would be easy to see her bond with the spirit of water. Her sister even had her own generosity, and from what he heard… a good set of pipes.

Pinkie as well, her playful personality would be a good match. Then again. The spirit of wind did tend to pull a few pranks as well. All things considered. He may have her lean more to wind.

Applejack and her sister are an easy match. They already showed great skill on the farm and grew up close to the spirit. Even without knowing it. They had built the bond. All that was left was to accept it.

Scootaloo had formed a bond with the spirit of fire. Regrettably out of necessity for survival. Regardless, the fact she was taking to it so quickly and easily was impressive. The only question now was, "how would she see me after the thrill of flight passes?"

With a sigh he decided to put those thoughts to the side as he entered the sight of the girls and Spike at the table looking at the table in concern. From the looks of it, his fears had come to light. Several spots of the map had turned gray.

"Twilight!" Several voices called from behind Phoenix, causing everyone to turn and see who it was.

In the doorway stood an exhausted changeling, two considered dragons, and a frantic unicorn stallion holding an alicorn filly.

No words had to be shared. Twilight instantly rushed to comfort the filly, who was crying and instantly clung to her.

The two dragons looked surprised at seeing what Spike looked like. And to his credit, Spike walked over to them. After giving the dragoness, he smirked at the red dragon before offering them some gems.

"I think we all know what's going on." Rarity sighed, turning to Phoenix. "Do you happen to have any ideas on what we should do dear?"

Phoenix nodded as everyone gathered around the table. "Yes. However, it would require you all to take the trials."

"What do you mean?" The dragoness asked. "What trials?"

Phoenix looked to the girls for a moment before turning to the others. "There is a way we can fight back. And the girls have agreed to take the path to insure that chance."

"We want in." The red dragon snorted. "No freak is going to mess with our home and get away with it."

"It's not that easy Garble." Spike pointed out. "I felt the power he's talking about. And if the trials are anything like the little bit I felt. Then it's not something you can toss around."

"Spike's right." Phoenix confirmed before Garble was able to speak. "You have to be willing to change your life if it comes to it. And for a dragon…. That may include giving up your hord. Whatever it may be."

Bothe dragons looked at each other before the female stepped forward. "Is it worth it?"

Phoenix shrugged. "That depends on what you consider important. If protecting your homeland and those you care about is important then yes. But if being the strongest of your kind is… then no."

"There's a catch. Isn't there?" The unicorn asked.

This time Twilight spoke. "There is Sunburst. I've taken the role of… what the spirits call a shaman. Much like the shaman of ancient Equestria,  my job is to understand the spirits and help others do the same. Apparently following this path would require us to enter into a kinda… relationship with Phoenix as well as the spirits."

The changeling stepped forward with his head hung. "If it means saving my hive. I think the queen would understand… count me in."

The two dragons looked at each other and stepped forward. "Us too."

Taking a deep breath the stallion joined them. "I owe your family a lot Twilight. So if there is a way I can help. Then count me in."

Looking between the group, Phoenix smiled. "Our chances are looking better by the second." He said, pulling a large rainbow gem from his tail. "A little trick I learned during my long hunts." He mentioned as he put the gem on the table. "Everyone who doesn't wish to take the trials. Now is your chance to leave." He called, after waiting a few minutes he took a deep breath. "I can't predict what you all will face. But what I can tell you… is to trust in what the spirits tell you." With that said, he struck the stone with his claws causing a thick smoke to billow out and cover everyone in the room. "Good luck."



In the castle of the two sisters


A white stallion trotted over to a concerned Discord with a knowing smile. "Don't worry my friend. Soon you'll get a front row seat to the greatest show this world will ever see. And possibly the rise of a new kingdom."
> First trial of water: selfish and giving
> --------------------------------------------------------------------------

As the smoke cleared Rarity started to hear music as the temperature started to get colder. Soon she was surrounded by pillars of ice that rose from the ground in time with the music. She quickly turned her head to try and follow each voice as they seemed to dance around her in wisps of snow that cut against the ice, yet felt gentle against her body.

The faster the beat got, the more ominous the words became. Each word seemed to hammer itself into her as if she herself was the ice. Or was it, the words were sharpening her to break the ice? Whatever the answer. She didn't know. Nore did she feel inclined to ask.

As the song came to an end the fog was gone leaving her in a forest of ice trees. "Hello Rarity." A gentle voice called, as a tree lit blue. "Ready for your test?" Another tree lit up, this time turning green.

Taking a deep breath Rarity nodded. "Indeed." She replied noting with each sentence the voice said, another tree lit with a different color.

After a few moments a charming stallion trotted over. "Hello my dear."

Rarity instantly recognized the stallion. "Fancy what brings you…"

"You do of course." He replied cutting her off. "I just couldn't stop thinking about how beautiful you looked." He levitated a ring from his mane. "What do you say, Rarity? Will you marry me? Come with me to Canterlot and we can even bring your little sister. I can give you two the lives you deserve."

At first Rarity was flattered and forgot this was a test. However, the comment about her moving pulled her back. "Excuse me? What about my business?"

"We can hire ponies to do it. With your reputation as it is, it won't matter who they get the dresses from. All that'll matter to them is that it has your name on it."

Rarity blinked. "Even if that was true. I can't just let anypony run my shops. And I definitely won't stand for MY customers getting anything but the best." She slowly started stepping closer to the stallion as the ice around her started to melt. "Furthermore, I won't simply move just to marry or for popularity. And I won't expect my little sister to leave her friends for my sake. Lastly, even if I am the Element of Generosity,  I would rather keep what I have than be a wife."

Blinking the stallion smiled as he slowly started to melt away as the female voice from before came from his lips. "Well said."


Sweetie Belle looked around as the smoke faded and saw a hippocampus sitting on a nearby rock smiling at her.

"So… what's my test?" Sweetie Belle asked.

"Good question." The hippocampus replied. "How about this… to fully accept the power as the others no doubt will. I will make you older and give you a test that will show the true you."

"Or?"

"Or I can simply ask you a question and give you a gift in return."

Sweetie Belle thought about it then smiled. "I'll take the test."

Smiling the hippocampus waved a flipper at her causing her to glow. "Then go into the ocean and find me a peril that sings."

"Sings?" Sweetie Belle asked as the water around her got higher. 

"You'll know when you see it." The hippocampus reassured.

As the water covered Sweetie Belle she found it surprisingly easy to breathe. To her amusement it was surprisingly easy to swim.

The deeper she swam the darker it got… and yet she never seemed to lose track of where she was. Sweetie felt more than seeing how far from the bottom she was. It was as if she was connected to the water around her.

She looked around and listened. Soon she heard music. With a nod she swam over to the sound. It didn't take long for her to see what looked like several orbs. Blinking, she looked over each as if each one was singing. However, she noticed only one voice seemed to reach her.

Closing her eyes, Sweetie Belle followed the sound. Extending her four legs she ended up feeling an orb in her flippers. Smiling, she couldn't help but to sing along with the orb as she started swimming for the surface.

"Well… she did it faster than most children her age." The hippocampus said excitedly. "The prince knows how to pick them."

As Sweetie Belle breached the surface she looked around excitedly before noticing the smoke rolling in as the voice called. "Well done child. We shall teach you all we can."

"I can't wait." Sweetie exclaimed eagerly. 


Phoenix paced back and forth as he looked at the table. "You can feel it too. Can't you?" He huffed. "The darkness grows. If the girls don't pass… you know what I'll have to do." The table seemed to pulsate softly at his words. "Yes, even if they do pass the test. They still have more to do." He sighed. "I may have to…" He stopped and looked at the table. "Yes. I'll give them a chance. But only after they ALL pass, and know what they are against."


As the smoke started to clear a young hippogriff looked around to see familiar faces. "Terramar?" She asked. "Is that you?"

He nodded slowly before looking around. "Ya… any idea where we are or how we got here?" He asked.

"Not really. But it feels… right." She replied.

"Indeed." A voice called out. "The map agreed that the two of you will be needed for what is coming."

"Who or what are you?" The female hippogriff asked. "And what do you mean?"

"A war is coming and you'll need to be taught how to use your powers properly." The voice explained.

"WHAT!" Bothe hippogriffs shouted.

"Fear not children. We have much to go over. And luckily for you. We have all the time we need." With a gulp and nod the two stood ready.
> Trial of Earth: frail and mighty
> --------------------------------------------------------------------------

The smoke cleared leaving Applejack in a familiar looking place. "What the hay is going on? Why am I in the EverfreeForest?" She asked.

"This is my home." A strong yet gentle voice called out as a large bull-like creature stumbled into view. His body was covered in moss and branches, making it look like he hadn't taken a bath in years. Yet, he gave off a scent like fresh cut flowers after a morning shower. "And your kind have done well by keeping it."

"Say what now?" She asked. "Ya mean, ya approve of my family's farm?"

"Indeed my child." He replied with a slow nod. "And as thanks. I wish to give you and your kin a gift I have only given ONE other."

"Phoenix?" She asked.

Shaking his head the bull replied. "His father. I shall grant you the forest you so fear."

"Come again? I know I'm supposed to trust you. But that place is…"

"Protected." He replied. "Why do you think the creatures you call Timberwolves are so strong?"

"Because…" Applejack blinked in realization. "You made them."

He nodded. "Your test child. Will be to call a wolf to you. And become one with it."

With a shaky nod Applejack watched as he vanished into the ground. Taking a deep breath she closed her eyes. "Listen… reach out…" She whispered to herself.

A few moments passed before a timberwolf approached. It wasn't till she felt it reach back to her that she noticed that the wolf was right in front of her.

Keeping her eyes closed she felt their connection forming through the earth moments before it started to lick her.

At first she shivered at the action before hearing its voice in her mind telling her to relax. Doing so she started to notice how she was able to see farther than before through their bond. Opening her eyes a soft green glow came from them as the bull appeared before her again.

"Good." He said with a smile. "Shall we continue with this path? Or do you wish to move on for now."

"What's next?" She asked with a smile.

The bull smiled. "I shall show you the world." He said as vines wrapped around Applejack. 


Apple Bloom walked out of the fog bumping into something hard. "Ouch." She cried falling to her flank. "What the hay did…" looking up her eyes widened in fear for a moment. "Timberwolf." She eaped. "Wait… why aren't you trying to jump me and eat me?" She asked with a tilt of her head.

"Very good observation." The timberwolf replied. "I do not wish to harm you because I have a different task."

"What's that?" She asked.

"To give you a gift or a test."

"Why not both?"

"Because." He laughed. "The gift I can give you now is small. And your family may not like that you are taking the test."

"Will I be able to help my sister?"

"Yes."

"Then give me the test." She said hoping to her feet.

The timberwolf thought for a moment. "Very well. But I warn you. This test will change you."

"Don't care. "

"You will be putting your life on the line."

"I do that at least once a week just living in Ponyville. TEST! NOW!"

Seeing her determination the timberwolf nodded. "Very well. Then eat." He said dropping a dead rat at her hooves.

"What?" She looked in shock. "But ponies can't eat meat."

The timberwolf nodded. "True. Then how's this? You don't have to eat it. But in turn… we mate."

She stepped back. "I'm a filly!"

"And I'm a magical construct of trees and vines in the shape of a wolf." He replied with a smirk.

After a few moments she tilted her head. "So? Sis said I'm too young to be doing stuff like that. Or even be talking about it."

The timberwolf rolled its eyes. "Like that stopped you from trying adult things before."

Apple Bloom opened her mouth to counter then after a moment of thought she shrugged. "You have a point. As long as it won't hurt."

"Your body will remain pure in that regard." He nodded as he approached. Receiving a nod from her he got in position. "I have much to teach you… my lady."


Phoenix sighed as the baby alicorn appeared on his lap. "Sorry little one. Auntie Twilight isn't back yet." He said patting her with one hand as the other held open a book. "But I will need to talk to her about keeping her private books out of the library." He laughed. "Applejack might accidentally find out about her fantasies about her brother. The section on her and a human named Flash is interesting and rather detailed." Sighing he looked into the smoke and smiled at seeing blue tendrils dancing through it. "So far so good." Flurry Heart giggled in his lap. "Yes, little one. Things are looking good. Soon we might see more good news." Looking back at the book he laughed. "Look Flurry. Auntie Twilight has a list of her friends' kinks. And her own… Why is my name in pink?"


As the smoke cleared a yak stood next to a young buffalo. "Why Yona here?" The yak asked. "Who are you?"

"I'm Little Strongheart. I take it your name's Yona?" The buffalo replied. 

"Yes. Yona is pony's yak friend."

"You know the Elements of Harmony too?" Strongheart asked excitedly. 

"Indeed she does." A voice called, as a bull walked out. "And they need your help. I shall teach you the ancient ways. So that you may fight by their side." After a quick glance to each other, the two nod with large smiles on their faces.
> Trial of Wind: fierce and gentle
> --------------------------------------------------------------------------

Fluttershy whimpered as the smoke faded revealing an open sky. "So…. High…" She whimpered looking off the cloud she was standing on.

"Fear is what holds you back." A soft voice said as a griffin walked up behind her.

Fluttershy quickly turned to face the griffin. "Are… are you…"

"Yes. I am the spirit of wind." She replied with a bow. "I hope this form doesn't scare you."

"I'm sorry." Fluttershy whispered. "It was a bit startling."

"It's quite alright. Shall we proceed to your test?" Receiving a shaky nod the griffin moved to the edge. "Good. Your test is simple. Fly over this lake of lava and into the storm."

"Lava?... storm?" Fluttershy whimpered. "How is that easy?"

"You're a pegasus." The griffin replied. "And you already faced much greater dangers." Fluttershy thought for a moment before moving to the edge. "For most, this would make it harder. But you may benefit from this." Fluttershy looked back to see the griffin holding out a blindfold. Gulping she put it on. "Now… go."

Fluttershy dove off the edge and waited for a moment before opening her wings. It was as if a switch was flicked in her as a smile crossed Fluttershy's face. She flapped her wings feeling the air around her. She barely remembered the last time she had this feeling. It was like the air was telling her when to flap, where to turn and how to position her body against the wind.

By the time the blindfold came off she was in the eye of the storm. "Well done child. Feel like having fun?" The griffin asked, flying next to her. With a nod, the two dove into a nearby tunnel. 



Giggling, Pinkie bounced around the smoke as something moved in it. She didn't know what it was but she enjoyed playing tag with it. After a few minutes a small amused winged snake poked its head out of the smoke. "I had a feeling you wouldn't need much instruction." It laughed.

"Can we keep going?" She asked.

It tilted its head back and forth. "Why not." It laughed ducking back under the smoke. "This time. Let's make it interesting."


Phoenix watched as Green mist entered the smoke. "Things are looking good." He said happily as his bird flew in carrying a scroll. "What do you have there, Silver?" He asked as the bird dropped it in his hand before landing on his shoulder. Unraveling it he looked the letter over. "Looks like another Daring Do book came out… ya…. I'm definitely adding that to my private collection." Looking at the table he sighed. "Yes I can feel the dark forces are preparing to do something." He sighed. "No… I don't know what they're doing. But the other spirits are keeping me informed."



Smoke cleared as two griffins stumbled out onto a cliff. "Gilda?" The male coughed. 

"Gallus?" Gilda coughed. "What the fuck is going on?"

"You have been chosen." A female griffin said, causing both of their wings to shoot open. "I'm glad you like my appearance. Shall we get to your lessons? And later… maybe a bit of fun?" Both nod eagerly. "Then let's begin."



Discord looked at the map then at the white rabbit. "Is it just me or are some things moving faster than others?"

"Oh… that's because only a few hours passed for us, while days are passing for those taking the tests. Maybe even weeks." The white stallion replied.

"And what about the other lands?"

"Don't know. Maybe the readers aren't that interested."

Discord blinked. "Wait… you break the fourth wall too?" The stallion rolled his eyes at that. "Oh look." Discord laughed. "Moon is doing the thing. She's doing the thing. And that stallion is… wow… I didn't even know a pony could do that…"
> Trial by fire
> --------------------------------------------------------------------------

Rainbow Dash sat with her eyes closed in a cage as a feral fox walked around the cage. "Good… you're doing good. Soon you'll be ready." He said happily. 

"Ready for what?" Rainbow asked softly.

"To prepare for your role in the future."

"What? You mean in the fight?"

"That…" the fox replied as he stopped to scratch an itch behind his ear. "And your role in the clans."

"Wait. You mean there's more than one?"

"Yes. The phoenix clan and its sister clan the dragon clan in fact." The fox replied. "To be honest. I wonder… which of you will pick the dragon clan."

Rainbow tilted her head in confusion. "Hold on a sec. Who else is getting the opinion? What's the difference? I need details."

"All good questions." He replied with a nod. "In fact. I won't be surprised if the others are asking the same things." It rubbed his chin. "To answer your questions…"

Scootaloo tilted her head as she flew through several cloud rings. "Well?"

The lizard on her back sighed. "Left at the next ring, and into the cave. Anyway, like I was saying. Your ideal is one of the others. Being a member of the dragon clan will grant you similar gifts as them. While the phoenix clan will make you a member of his family."

"Why did you call them sister clans?" Smolder asked as she juggled balls of electricity. "And how am I doing this?"

"Lightning is very closely related to fire. You'd be surprised how many don't know that. Anyway…" A nearby bird replied. "The two clans come from the same place. Sadly they have yet to become one."

"So… one of us will be able to marry Phoenix?" Spike asked as he rolled a ball of lava along his back.

"Ironically… you're the first guy to bring that up like this." A snake answered as it wrapped around his arm. "But yes. However, we do hope that at least one male of this world would join each clan."

"So there would be two couples to join the clans." Rainbow guessed.

"Correct." The fox agreed before bursting into flames. "So what will it be?"


Phoenix stood at the door to the castle. "They should be done soon…" He sighed before turning to the two birds sitting on the map. "I trust you two know what to do."

Both birds nod.

"Good. Knowing our foes… they will have sent someone to fetch me." He sighed, turning to the door. "So till everyone is in place… I'll have to play along." Opening the door he nodded at the approaching shadow guard. "Pride it is then." Glancing at the night sky he gave an amused huff. "Always one for the theatrics." With that he allowed himself to be chained and carted off.


"What? Is that it?" Discord huffed. 

"You sound disappointed, friend." The stallion laughed. "Did you expect something more out of this group?"

"Well… I was hoping for a test."

"Why? They were already accepted. That and Rainbow practically was chomping at the bit to join the fire spirit."

"Well… what about Phoenix? He just let them take him? Really?"

The stallion laughed. "Oh… you'll see what he has planned once the battle begins."

"And how soon will that be? I've been waiting for… a lot of chapters for the action. And weren't we promised some spicy content?"

"Well… the girls still have to get in position. So give it another chapter or two."

"Fine. But it better be worth it… and how long have you been breaking the fourth wall?"

"... this is our… third box of popcorn… so… from the beginning."

"...well plaid."
> Evil and fun?
> --------------------------------------------------------------------------

At the Canterlot Castle

"So… tell me again. WHY should I care that the guards are bringing over a two legged wolf?" Moon hissed as she looked down at the dark pony from her throne.

"He wields power older and stronger than even your own… my queen." He replied.

"And there is no way for us to take it?" She asked. After a few moments of silence she added. "You realize this is information that would have been useful BEFORE I SENT THE GUARDS TO PONYVILLE!!!" She spat. After taking a deep breath she sat up and smiled. "Perhaps… we just have to break him first."

"Sadly my queen. There is little in this world that is close to what we need to break him."

"He's a mortal male." She huffed. "All men can be broken." She looked out the window for a moment in thought. "See if we have any allies. Offer them slaves as a reward for taking on this task."

The stallion smiled. "As you wish, my queen." He said with a bow. "I have just the one in mind." Turning he saw a white stallion walking up to them. A look of terror crossed his face. "W…. W…. What are you doing here?"

The stallion stopped next to him and gave him a smile. "You best run along. You have more pressing things to worry about."

At that the dark stallion fled the room shouting back. "Fear him my queen!"


Crystal Empire

"Well now." Cadence praised. "You did an amazing job Caption Breeze. You not only got me four more ponies for the breading pins. But several uniformed recruits." She clapped her hoofs. "You earned time with any made you wish."

Zeffer bowed and made his way deeper into the castle.

Cadence turned to her prisoners. "Now then. Caption… Spitfire was it? I will give you and your team the choice. Join me. Or surrender… or suffer. Any is good with me."

"We would rather die than betray our nation!" Spitfire spat as her team stood proudly next to her.

"Oh?" Cadence remarked in faint shock. "None of you will join me? Even if I was to say… offer anypony you want as a reward? Or that the alternative is… let's say… get the same punishment as my husband?" She remarked motioning to the window.

The group looked out to see Shining Armor tied to a pole near the crystal heart. His body was drenched in what they could only guess was cut from multiple ponies, as he was forced to face the heart as it pulsed with different colors.

The team forced themselves to look away and turn to each other. After a few moments Spitfire turned back to Cadence. "We refuse to be…" She was quickly cut off as a stallion jumped her from behind. Shocked, she looked back to see Thunderlane on top of her and she wasn't the only one that was tackled by a teammate.

"We want to join. And want our teammates as payment." Thunderlane called. 

"Then claim them as your own before me, and prove your loyalty." She replied as several stallions penatrated their female partners.

Soarin glared up at CloudKicker as she straddled him. He had his doubts about her feelings toward him. And the look on her face now told him that she was doing this to save them more than for pleasure. Knowing this he let out a slow breath and helped her get past her fears the best way a teammate can.


Appleloosa

Troubleshows sat in the bar happily named "the Saltliick" as he looked around on one side of him was a father plump buffalo chieftain petting a fat black dragon, and on the other was a lazy, almost depressed looking pony.

"When do you think something will happen?" The pony asked. "Nothing against this place. It's my kind of town. Quiet, peaceful… old. But didn't you say ponies show up when things change at this level?"

Troubleshows shrugged. "Guess they haven't heard about it… just my luck." He sighed.

"Hay. With luck like yours. It's no wonder we get along so well." The pony laughed.

"And with all the great pies this town has…" the chief started.

"It's no wonder we're such good friends." The dragon finished before motioning to Its mouth and reserving a gem. "I can get used to this."


Yakyakistan

The Yaks huffed and started smashing rocks outside the walls of their town. "Yaks smash rocks. Get ready for when puny ponies come to boss Yaks around. Yaks show ponies that YAK BEST AT BOSSING AROUND!" The leader called, as a minotaur stood next to him with a proud smile.


Changeling Hive

Chrysalis sat on her throne and sighed looking out on her subjects as her king was being serviced by a drone. "I'm starting to think the other nations only see us as pests." She huffed. "Do you think we should try and take over a town?" She asked as her king motioned the drone away.

"But who should we go after? It's not like they wouldn't see us coming. Most of the Hive forgot how to change." He replied. 

"We can start small. Regain our lost power, then go after the bigger towns one at a time."

With a smile the two flew off with two groups of changelings and left a smirking drone to lick Its lips before it changed into a green unicorn. "They grow up so fast. If only I had such powers." He laughed at the irony.


Dragon lands

A large black dragon sat on a pile of gems with Ember changed next to him like a prize. As he watched the other dragons tossing more gems into an ever growing pile, he laughed and pulled her close before booping her with the staff he took from her.

"Isn't this better? No more fighting over the gems. It belongs to the herd. And the herd belongs… to me. As my mate. That means it'll belong to you too. Now wouldn't you prefer that over being just another bitch to law my eggs?" He asked, clearly growing tired of her 'playing hard to get'.

"Maybe she just needs a better alternative." An old griffin laughed as several others flew by to add coins to the pile. "Maybe we can come to an agreement? Say… 50/50 bitch exchange?" The dragon smiled as he watched several griffins being walked over to him. "Sadly the sea ponies were sent to another leader. Or I'd offer you them as well."

"Either way. It's a win win." The dragon laughed.

Ember was shoved to the claws of a waiting griffin as one was passed to him.



Castle of Friendship

Twilight blinked as a wite stallion sat in front of her with a smile on his face. Looking around she saw mirrors with what looked like other hers in the same place. Each with differences, ranging from small ones like makeup,  to large ones like gender.

"Where?"

"Are you?" The stallion finished. "Good question. So is when. That one I always seem to get wrong." He laughed. "You'd think I'd be better at it. Considering it IS my job."

"Wait… WHAT?!?" She gasped. 

"Oh my child… you have much to learn." He replied with a fatherly smile.
> Off to war
> --------------------------------------------------------------------------

The white stallion sat as Twilight looked around muttering about everything she saw and learned about the spirits.

"You know… it's odd how entertaining it is to watch you freak out about things. But we are on a time limit." He explained. 

"What do you mean? I thought time worked differently here."

"True. But you don't have to deal with the other dimensions." He explained. "Now. Why don't you go read some books as I go take care of a few tasks to get the war ready."

"Do I really want to know?" Twilight sighed. "You know what… never mind." Turning she saw a few stacks of books and started to look through them.

With a smile the stallion turned to a stained glass window and stepped into it like it was a pool of water.



Canterlot Castle

"Hello pride." The stallion greeted with a large smile.

"That is your majesty to you stallion." Moon hissed.

"Right. I forgot your only the champion." He sighed. "Regardless. Tell me. Do you know what danger you're in?"

"The wolf gave up and my sister is powerless. I don't see what you're referring to."

"Only that you should let them live if you value your life." He explained. "And whatever you do. Don't send them to Appleloosa."

"And why not?"

"Ever see a gluten with nothing to do? Not a pretty picture."

Moon thought for a moment. "That would explain why I haven't gotten a return letter from that place…" she looked the stallion over. "You're not going to stop me or join me. Are you?"

"Not my job." He shrugged. "In fact. You're the first champion of pride that I actually like. So I thought I'd give you some friendly advice."

"Charmed." She sighed. "Now if you'll excuse me. I have some ponies to send to my niece. Maybe I'll make some room in my chambers for one or two." She hummed to herself as she turned away. 

The stallion shrugged and walked off. "Then I'll leave you to it." He sighed. "Good luck convincing the champions to join you."


In the donjen

Phoenix was walked to one of the cells and left as the guards laughed as they commented about his neighbor.

"Hello princess." He said softly once they were alone.

"I do not deserve to be princess." A weak voice replied from the next cell.

"Why? Because you surrendered to save your people?" He asked.

"I failed to stop evil from taking over my sister again." She sighed. "And it seems that now innocent are being pulled into the madness."

"If that is true princess. Then I should apologize as well."

Her ears perked up at this. "What do you mean?"

"I not only have brought Twilight and her friends into this fight. But their sisters and other creatures of this land."

Celestia thought for a moment. "My student and her friends are…"

"They have started a path that will aid them in the fight. Though it comes at a great price." He sighed.

"If they are able to fight this new fowe. Then I have no doubt they will win at any cost."

Phoenix stayed silent for a moment before sighing. "Any cost…"


Wherever Twilight is

Twilight sat looking over the books as the stallion joined her. "You're welcome back whenever you need more information. But sadly it's almost time to go."

"But what about the plan? What should we do? I haven't…"

"Fear not. Your friend has left you a good plan. All you have to do is send the ponies to their target and wait."

"Wait? You mean I won't be able to help?"

"It's best if you sit this one out." He sighed. "Your friends will have enough of a fight on their hooves as is. And trust me when I say. You'd rather not see what they may be forced to do."

Twilight sighed and nodded.

Soon the smoke covered her again as she was returned to the castle where her friends stood waiting for the next step. To her surprise, more members had joined them. With a smile she turned to Sunburst and nodded. "Let's get ready."

Turning to the map she picked up a scroll that was left for them.

"Is no pony going to point out how our little sisters ain't so little?" Applejack asked as her and Rarity looked in shock at their sisters. "Y'all look like ya were there for what ten years?"

"Close." Applebloom replied. "On the plus side we know what to do after we save Equestria."

"First we have to save the others." Sweetie Belle added. "Then Pinkie can start planning a lot of parties and weddings."

The two friends smiled at Scootaloo who bit her lip. "About that…" She stammered as she turned to Rainbow Dash. "Any idea who it'll be?"

"Not yet squirt. Let's save the day first." Rainbow laughed.

With a nod Twilight arraigned tiny models of the teams on the map. "I don't know what you'll find. But Phoenix believes this is the best plan we have. And… I agree. Just remember to stay together and we'll walk out of this with a clean victory."

The girls looked at each other, then at Pinkie who's main deflated. "Yea… clean." She said flatly. "No problem."
> Talk of war
> --------------------------------------------------------------------------

Ponyville Train Station

Twilight and her friends made their final preparations for their missions. It was agreed that one of each element would go to each location.

Rainbow Dash, Strongheart, Gilda and Terramar agreed to take on the Crystal Empire. 
Applejack, Sweetie Belle, Pinkie Pie and Garble took Appleloosa.
Rarity, Smolder, Yona and Gallus went to Canterlot 
Fluttershy, Scootaloo, Apple Bloom and Silverstream went to the wastelands.
Spike went to the dragon lands with Ocellus, a hippogriff and a griffin made their way to the dragon lands.

Twilight, Sunburst and their other friends stayed to protect Ponyville and keep track of what was happening with their missions.

Once on the train the girls said their final "good luck"s as they made plans with their respective teams.


In Canterlot Castle dungeon 
Phoenix sat in meditation as the princess watched him calmly. "You seem calm. It seems this is not the first time you have been behind bars." She explained glaring at him.

"When you live as long as we have. It is easy to understand the urge to be reckless." Phoenix replied with a smirk. "Don't you agree?"

Celestia laughed weakly. "If this wasn't how we met. I would wager that you're flirting with me."

He laughed and laid down looking at her. "And if I was? It's not like we have much to do while we wait other than to make small talk and have a little fun."

She laughed in agreement before nodding. "Then perhaps I shall join the fun. Then again. Maybe I should just wait till we can share the same cell. Or better yet the same bed?"

"A bit forward princess. But I doubt I'd be against the idea. After all, I do have a soft spot for ladies of royalty." He replied.

"Oh? And what of my sister?"

Phoenix shrugged. "She isn't herself at the moment. But if the two of you are into it. Then we can have a three way."

Celestia bit her lip. She had to admit, it was a tempting offer. "Oh. But I fear my current condition is…"

"Not something I'm worried about. If it makes you feel better. I'll wear a blindfold." He countered with a smirk smelling the change in the air. "I bet there's a few tricks I can show you that'd send you to a new level of pleasure."

Celestia bit her lip as she looked to the door out of the dungeon before turning to Phoenix. "Are… are you simply teasing me? Or would you really do as you offered?"

"Sadly we're locked behind bars. So you'll simply have to wait to find out." He replied, lifting a hand with his pointer and middle fingers extended before wiggling them.

"Do not forget who's castle dungeon we're in." She remarked smugly.

Phoenix blinked and rolled over to look directly at her. "I get why you stay. But why not check on the others down here?"

"Because we're alone." She replied. "And before you ask. I doubt the guards or my sister will stop us."

"Are you just doing this just to mess with your sister and the guards?" He asked with a smirk.

"Part of it. Yes. I know it'd drive my sister crazy to know I'm getting action before her. And to make it even funner, I'll be able to have fun with someone as old as I am." Celestia teased. 

"Oh? And how old do you think I am?"

Celestia thought for a moment before opening her cell. "Around 5000 moons? Or is it 500 years?"

"Give or take a few hundred."

"An older gentleman? How exciting." She teased as she approached his cage. "How about this? I'll do you a favor if you help me."

Phoenix looked her over. It's true that he hadn't had action in a long time. And from what he saw before, she was good looking. However, one thing that concerned him was if she was affected by the shadows or if she really wanted this.

Either way, he needed to play this smart. "Let's play things slow and see where the night takes us." He teased as she opened his cage and stepped in and closed the door behind herself. 


Ponyville
Twilight sat at the train station looking off to we're the train went. Letting out a sigh, she looked back at the letter.

"PS: Twilight. I want you to stay at the castle and stay in contact with the spirits. Learn what they want from you and the others after the battle. Likely Pinkie is already planning parties. But don't forget your task is to learn and follow their guidance."

Letting out a sigh she looked up at the sky. "Please. Help us." She sighed.
> Facing lust part 1
> --------------------------------------------------------------------------

Rainbow Dash, Strongheart, Gilda and Terramar arrived at the Crystal Empire where they stood in shock at seeing what had happened to the kingdom. Hanging from several houses were banners with very loud images. Ponies on the street had different types of rather kinky outfits on. Some were even rutting in public.

"When you told me we were going to this place. I thought it'd be a lot lamer. But this is kinda cool." She laughed. "You sure we're needed here?"

As to answer her, Rainbow pointed down the street to the center of town where stocks sat. Each stock had a pony in it and a pony on top of them. As they scanned the group, their eyes fell on several failure ponies before locking on one stallion inpaticuler. "SHINING ARMOR!" They shouted in unison. As soon as they released what they said, each member of the team covered their mouths. Seconds later they saw the town's ponies looking at them with hunger.

"I think we should run." Terramar squeaked. As he looked for an escape route. 

"You kidding? We can take them." Gilda huffed with a smirk. "Come on Dash. You're with me on this right?"

Rainbow looked around and gulped. "We might be able to take them on. But there's two problems with that." She admitted. "We didn't come to hurt innocent ponies. And we're outnumbered. Fight only when necessary. Follow me." She called before heading for one of the nearby side streets. 

Without any objections, the others quickly followed her into the alley. However Gilda slides to a stop seeing the crowd that wasn't already with somepony, was making a v line to cut them off. "Hay! Limp dicks!" She called, causing the crowd to stop and look over as she turned around and wagged her tail at them. Seeing them take the bait she booked it in the opposite direction as the crowd gave chase for their new target. 

Hearing their comrade shout, the group stopped and looked back for a moment before Strongheart glanced at the main street. "She's buying us time." She gasped. Hearing this the remaining members returned to their quest to get through town.

A few blocks later Strongheart tripped, knocking over a barrel. "Keep going." She begged, already seeing a new group moving in. "Leave while you still can."

After giving a nervous glance they return to their run. Until Terramar pulls ahead and flies straight into the chest of a crystal pegasus. Looking around quickly he flicked the stallion's balls before making a v line away from the castle before Rainbow was about to say anything. She slid to a stop seeing a group chase him and sighed.

"Hope the others are having better luck than I am." She grumbled as she made her way to the center of town. As she approached the stocks she keeped her eyes and ears on a swivel for any trouble. "Shining… you ok?" She asked softly as she got to him.

Shining groaned as his body twitched. "Please… no more." He begged, unwilling to see who his next tormentor was.

"Shining. It's me. Dash."

"Rainbow? Why…what…" He groaned as he looked up with dried cum covering his mouth and chin.

"I came to save Equestria. What do you think?" She teased. "What happened?"

"Cadence… She changed… Wonderbolts…"

"What about the Wonderbolts?" Rainbow asked in shock. 

"We're doing our part for Equestria." A familiar voice said from behind her. Turning, Rainbow gasped seeing several members of her old team. "About time you made it." Soren laughed as he calmly walked around her. "Not surprising that you made it this far. But let's be honest. If you were going to get mounted. We all know you wouldn't give yourself to anypony but us. Isn't that right?"

Rainbow gulped and blushed. "Well… I guess…"

"See? And if it makes you feel better. We came up with an idea. If you put yourself in one of the stocks. We'll help put an end to this mayhem." He teased. "Or better yet. Why not just lift your tail for us?"

Rainbow started backing away. "I… I don't think I should…" She stammered before freezing as she bumped into a large stallion.

"Well… I tried to play nice." Soren sighed. "Have your fun boys. But her pussy is mine." He huffed as the others pounced and quickly tied her down in front of Shining Armor so he could see when they took her from both ends. "Take your time guys. Don't want her to break before the prince."

Rainbow looked over to see a Wonderbolt mounted Shining Armor before using his teeth to grip Shining's hair and pull his head up to keep watching, as the stallion plowed into him. After a few moments Soren smirked. "I have a deal to make you Shining. Either rut Rainbow's ass or the guys will rut both of you into submission. And they will make sure you watch." He shrugged. "Up to you. Personally. I'd take the deal. I'd rather not see her lovely flank marred by their crop."
> A look of hunger and sloth
> --------------------------------------------------------------------------

Applejack, Sweetie Belle, Pinkie Pie and Garble arrived at Appleloosa and were shocked at how empty the place looked. Looking at each other the group made their way down the street. If the silence of this normally active town wasn't creepy enough, Pinkie's silent expression made the group terrified.

"What should we do?" Sweetie asked, keeping close to Applejack. 

"Let's look around and see if we can get some answers." Applejack replied. 

Garble huffed as he went to one of the houses. "I say we have one of these pathetic ponies tell us so we can get this over with."

Pinkie gasped and went to call him back. However he already opened the door and went in. Seconds later the door shut. "Well… we can get him later." She shrugged before continuing down the road.

Stopping at the saltlick, Applejack looked between Sweetie and Pinkie. "I think I heard somepony in there. We should go in. But Sweetie might be too young to."

"Don't worry." Sweetie replied. "I'll check the sheriff's station." She chirped before rushing off.

"We can get her later." Pinkie sighed. 

"Are you sure you're OK? You look like you haven't slept in days." Applejack asked softly. 

Pinkie lay down with a sigh. "I… I'll just lay here for a bit. I'll see you later."

Applejack looked her over before making her way into the salt lick, ready to get some answers.

Once inside she saw Trouble Shoes laying on a mat as a buffalo sat at a nearby table as ponies fed him pies.

Looking around Applejack's stomach growled as she moved over to the stallion as he rolled to his side revealing a pair of bowling balls and a log. Gulping she fought to ignore the stallion's rather full size as she sat in front of her. "Shoes… I want you to help… stop this madness."

"Why bother?" He groaned in response. "Equestria is going to fall anyway. You minaswell give in and get your fill of my cum." He sighed. "I can see how hungry for it you are."

"Or we can get that cute little one to do it. Or maybe cook her into a pie." The buffalo laughed before shoving a pie into his mouth.

Not seeing an option, Applejack laid down and started licking his tip. "See? Just give up and all your problems will just melt away."

Applejack growled as she took the tip into her mouth. She didn't really want to do this. But they didn't give her a choice. All she had to do was buy the others some time. Sadly, the more she sucked. The more she felt the hunger and desire to be filled grew. Closing her eyes she considered her options.
> Wrath,  greed and hope
> --------------------------------------------------------------------------

Spike gulped as he entered the dragon lands with Ocellus, hippogriff and griffin. He wasn't certain about what he'd find there but he knew he had to take care of it. If he was going to be honest? He wished one or more of the girls were there to help him. But he also didn't want to put the girls at risk. Less of all Rarity. Taking a breath he turned to his team. "Ok. We need to stay together and keep an eye out for trouble." The others nod in understanding. Turning the group made their way for where they thought the source of the local threat was.

It didn't take the group long to come across a pit where Spike remembered meeting the dragon lord for the first time. This time, there was what looked like a line of a hundred black zombie eyed dragons looking right at them. Gulping, Spike's fear became true as one with what some would consider hair over his eyes stepped forward. "Sorry. But we have orders to either kill or capture you." He laughed before licking his lips. "Then again. You can always give yourself up to her horde."

Spike blinked and scratched the side of his head as Ocellus looked at him in concern. "I hope that doesn't mean that we have to fight Chrysalis."

"I don't think so… but I have a bad feeling I know who it does mean." He replied. "Let me speak to her!" He called. 

"Give up and you can. Or we'll decide your fate." The dragon replied. With a sigh from Spike the two groups charged at each other as Spike's team made a path for him. Sadly that meant that as he looked back. He saw the griffin get decapitated. Not seeing any other option Spike ran for the next area.

Smolder's cave
The dragon lord sat in her throne and looked out at her collection of gems as a yak stomped on a dragon that Smolder admittedly didn't mind seeing in pain. Taking a deep breath she sighed before looking over at the strange undead thing that had taken over her homeland. "What's the matter? You look like you just got a pike shoved up your tail hole." She laughed. 

"It seems our fo has arrived. And targeted our comrades." It hissed.

"You scared?"

It grinned back at her as a slab of flesh fell from its face. "Not at all. In fact. Our friends are fighting as we-."

"EMBER!!!" Spike called as he slid to a stop, causing all eyes to turn to him. "Please. End this madness."

"I… can't. " She sighed as the pony thing laughed.

"Oh look. Looks like our fo decided to come face us as well." It turned to the yak. "What do you say, wrath?"

"Yak… SMASH!!!!" The yak called charging at Spike and slamming him into the wall. "Yak is best host for smashing." It got on its hind legs and grinned down at Spike. "Be good and let me smash you. Or yak will have slave smash cute dragon." It laughed as a large dragon stepped out and started over Ember. 

Spike twitched in pain looking over at Ember before clenching his fist. "Just a little longer." He hissed through the pain.


Back in Canterlot Dungeon
Phoenix smiled as he took a deep breath. "Just a little bit longer." He said softly.

Celestia looked over at him blinking. "For what?" She asked as a once smiling stallion she knew served them dinner in chains. "I wish there was a way I can do something for my subjects,for ones. Other than signing papers." She huffed.

"You give them strength far more than you know." He replied. "If you give in then so will they." He smiled and picked a gem from his applesauce. "And if they keep fighting." He tucked it in his sleeve. "We have a chance."

Taking a deep breath she looked to her subject and smiled at seeing the spark of hope was still hidden behind his tired eyes. "Yes. We must stay strong. As I shall be their pillar, so they are mine as well." Taking a deep breath she started to eat as the stallion slid a pill over to Phoenix as he walked away.
> Kindness is green
> --------------------------------------------------------------------------

Fluttershy, Scootaloo, Apple Bloom and Silverstream arrived at the wastelands and looked around at the empty landscape. "Well… this is rather… sad." Fluttershy sighed.

Without much trouble, the girls made their way to the Hive where they expected to find an army ready to fight. However, what they found were what looked like copies of themselves and their friends. Confused, they slowly made their way to the gate.

"Ummm… would you mind letting us in?" Fluttershy asked.

"Sorry." The copy Fluttershy replied. "But only one can enter each door." She sighed. "Lame rule. But it's ok. This way nopony is treated special."

The girls looked at each other before going to separate doors.

It didn't take Fluttershy long to realize that it was done to separate them and likely trap them. Taking a deep breath, Fluttershy made her way down the hallway before catching glimpses of the others through cracks in the walls.

Silverstream was licking… Big Mac? Shaking her head she moved to the next. Apple Bloom was biting her hoof as Sweetie Belle ate her out. Biting her lip, Fluttershy quickly moved to the third she saw… Scootaloo and… without wanting to see much more. Fluttershy quickly moved on, having only spotted the dark furr and the clear size difference.

It didn't take long for Fluttershy to make it to the throne room and look in shock at the wolf and Celestia sitting next to each other. Instantly Fluttershy felt small in their presence. Her body wanted to bow and submit to anything they said. It almost felt as if they were looking down on her.

'They should look down on me.' Fluttershy whimpered to herself. 'I'm so much weaker than they are. Smaller and can barely fly.'

Gulping, she fought back those dark thoughts. "No… they would never look at me like that. They care about me and the others." She reminded herself. "I just have to hold out till the others are ready… oh dear… I hope I don't have to hold out too long."

Looking up she saw the two motion her over. "Come. Show us how well you understand your worth. Put your worthless tongue to use and pleasure your ruler as the wolf shows you what your true use is to Equestria." The fake Celestia ordered in her voice.

Gulping Fluttershy made her way over and began licking the alicorn's pussy. "Please hurry girls." She thought as her head was pressed in closer. "I don't know how long I can last."

The princess smiled as the wolf pressed himself against her flank. "I bet you'll do anything we say right now if it means he shoves that rod in. Am I right?" She asked, letting go of Fluttershy. "Speak."

Fluttershy simply shook her head. "No?" The wolf asked before kneeling down and licking her pussy. "Your body says otherwise."

"I think I know how to get the truth from her." The princess laughed as Fluttershy was dragged to a corner to face the throne as copies of her friends approached the wolf in a line. Within seconds her eyes widened as they willingly gave themselves to him.

What made matters worse was that Rainbow made her way over with a smirk on her face. "No offense Flutters. But we both knew he was going to pick me. You're just not brave enough." She looked back as the wolf got behind her.  Smiling, Rainbow got in position for optimal rutting. "And I bet you're not sluty enough to beg for a taste of his dick. And all the mares that had him first."

Fluttershy gulped as the cave floor held her in place. The wall against her flank seemed to rub up against her pussy. This was bad. If she didn't do something soon or if the others didn't get in position soon. She was going to fail.


Canterlot Donjon
Phoenix sat as Celestia kept an eye out for the guards. "Clear. How are they?" She asked, desperately wanting good news.

Phoenix reached out to the spirits. After a moment he sighed. "Once they finish talking about who my mate will be. I'll ask."

Celestia laughed. "Sounds like my family… and the pillars at one time. Who's the candidates?"

"You're one of them." He replied with a smirk. "But below your sister."

Celestia blinked and thought it over. "Really? I wonder why that is."

"The spirit lands are a big place. So the public votes have a lot to do with it." He explained. Celestia nodded at that, then blinked at his next words. "Pluss she'd be more willing to have kids it seems."

"I… I have many responsibilities." She blurted out. "You try leading a kingdom alone for…." Her words died off as she realized what she was about to say.

"For many years while keeping your people safe, and keeping a peaceful and loving appearance for them to see while you wage an endless war in the shadows?" He finished for her.

Celestia looked away in shame. "I… I forgot for a moment that you do know more of what I went through than any of my subjects… or my sister. Please forgive me."

"Already done… oh… and we have new…" Phoenix smiled. "They're being captured."

"And how is that good news?" Celestia asked. 

"Same reason why I'm here." He laughed.

"A mad man is going to save our world?... we're doomed." Celestia laughed at her own joke. Which, the combination of crazy caused the guards to wait on the other side of the door.

Turning to the ceiling Phoenix called out. "She's coming for you Pride! Game Over!"
> With pride comes the fall
> --------------------------------------------------------------------------

Rarity, Smolder, Yona and Gallus arrived in Canterlot, only to be stopped by Royal guards. "What's the matter, good sirs?" Rarity asked calmly. 

"We were told to escort you ladies to some matter that each of you are best qualified for." A guard replied. 

"Sadly we don't have time for-" Smolder started. 

"Some ponies are having an argument about dragons. If you don't come now, it will escalate to a fight." The guard interjected.

Smolder bit her lip before sighing. "Fine. Lead the way." With an apologetic nod to the others, she followed a guard down the street. 

"Yona wants to know when we can see the princess." Yona pointed out.

"Soon as you help some workers with their construction. They somehow broke their tools again." Another guard replied. 

"And some are having a dispute about griffin culture." The two sighed and looked at Rarity who nodded back. With that the two went off to their destinations.

"Well then. Shall we go now?" Rarity asked. Receiving a nod she smiled and followed them down the winding street.

It didn't take her long to realize that they were leading her down streets that would take her the long way to the castle. In fact, they were leading her past places that would normally cause her to be distracted. A part of her was proud that she was able to keep from asking for a moment to do some shopping. 

"Is there a reason we're taking a long route to the castle?" She asked.

"We were ordered to show how well the town has progressed under our princess's new rule." One of the guards explained.

Rarity looked around and had to admit that he was right. Quite a bit of the town had done well with the influence of the new rule. But with all the good she saw. Rarity knew that there had to have been some dark places that refused to follow the new rule. And in doing so suffered under its control. 

"It is a wonderful sight. But I must insist that we get to the castle." She insisted.

With a nod the guards turned to lead the way. However, what she didn't expect was the route they took. They soon passed a group of slender ponies that were having Smolder sucking them off. Rarity was dumbfounded at the sight and before she was about to say anything she realized that they weren't going to stop. She had to put an end to this soon. Next was Yona riding two buff stallions, followed by Gallus being spitroasted by two other stallions. It was more than disturbing for the proper mare.

By the time she made it to the castle, Rarity had seen high-class ponies taking advantage of commoners as if they were willing tools for the ponies' pleasure.

It was heartbreaking to see such a wonderis town fall to such depravity.

As Rarity entered the throne room, she looked around seeing lines of guards awaiting their orders.

"I was expecting you." Moon said confidently. "I suspect you think there's a way you can stop me."

"I do." Rarity replied, standing in an equally confident manner. "But I must ask that you stop now before I am forced to stop you."

Moon laughed. "You really think you're in any position to threaten me? How cute." She waved her hoof with a knowing smile. "Allow me to show you how foolish that thought is."

Rarity looked to the side to see Celestia and Phoenix get walked over in chains. At first she was shocked and concerned. But quickly relaxed at the sight of Phoenix's smile. "Allow me to give you a counter offer." Moon announced as Phoenix was walked up next to Moon and Celestia was chained to a ring that sat at the base of the steps that led to the throne. "In a matter of seconds, the guards will have their way with the former princess. Unless you submit and give yourself to my rule and my guards."

Rarity thought for a moment. She saw what Moon was planning and even though she knew it was likely a trap, she wouldn't be the element of generosity if she didn't at least try. Taking a deep breath, she sighed. "I'll take her place."

One of the guards placed a magic inhibitor on her horn before changing her next to Celestia. Within seconds of her being chained up Moon started to laugh. "You really thought I'd simply give up getting the chance to see my sister getting the fucking she deserves? You fool. Guards! Fuck these fools. Break their will and show them their rightful place!" She announced. 

Within seconds a line of guards were formed behind them as the first mounted them.

Looking up at Phoenix, Rarity saw him smile and quietly tap his wrist. "It's time." The thought, closing her eyes as the guard slammed his dick into her ass. Even though she was thankful that he had terrible aim. She was admittedly disappointed about the size she felt. Or to be more precisely, the lack of size.
> Facing lust part 2 end of the first war?
> --------------------------------------------------------------------------

Moon stood and laughed as she watched Rarity and Celestia being raped. Turning to Phoenix she was about to mauk him. Then froze in shock at his smile. "What? Why are you smiling? Do you enjoy seeing the princess getting raped? The mare that you thought would be able to save you getting turned into nothing but a slut?" She snapped.

Phoenix laughed and nodded to Rarity. "There's one thing you forgot, pride. The elements of this world come as a set."

"What?" Moon gasped.

"And their magic extends to others as does mine." At that, Celestia's and Rarity's eyes shot open as they started to glow.

"NOOOOOOOOOO!" Moon cried as she stumbled back in realization. "This shouldn't be possible!" She glanced at Phoenix then followed his gaze to the window and shook her head in disbelief. Outside the window, Moon saw several pillars of light.


In Appleloosa, Applejack blinked her eyes. As she opened her eyes they were glowing as the stallions looked in shock. "How is this possible?"

"Y'all messin with the wrong ponies." Applejack laughed.


In the wastelands, Fluttershy felt the wind kick up around her as her stare was quickly backed by her glowing eyes. "How dare you hurt my friends."


In the dragon lands, Spike stood up as his claws light on fire. "You're going to regret coming to Equestria."


In the Crystal Empire, Rainbow felt electricity coursing through and over her body. "Taste the rainbow mother fuckers!" She shouted, before extending her wings as a bolt of light shot up and was quickly joined by several others in the area.


Within moments several rainbow pools gathered over several towns before releasing a downpour of colorful light onto the towns. Several screams of protest came from the possessed.

As the light in Canterlot faded, Celestia and Rarity stood as they watched the guards stumble a bit before looking in shock and fear at the state their princess was in. "Princess Celestia!"

"How is my sister?" Celestia asked as Phoenix snapped the cuffs off before bending over the downed Princess.

After a few moments he smiled as she slowly opened her eyes. "She'll be fine." He replied before turning to a guard. "You! Did you see any dark figures or black blob like clouds?"

"I… remember…" the guard groaned. "A walking corpse…" He shook his head. "I must have been seeing…" He froze at the look of shock on Phoenix's face. "He left an hour ago."

Phoenix growled and turned to leave. "Princess. Have your guards cast protective light spells of any one of high power or influence." He instructed as he scooped Rarity up in his arms. "And send guards that can cast those spells to your allies."

"Where are you going?" Celestia asked as Luna slowly sat up.

"The real battle has only begun." He replied as he made his way to the train station where the others were waiting. "It's time to upgrade your fighting skills."


Back in Ponyville, Twilight sat at the train station glaring at a cloaked stallion. "What do you want, monster?" She asked.

The stallion tilted his head. "You can see me? Interesting. I take it you're the new elder. Impressive."

"Answer the question." She ordered. "I know who you are and how to release your host."

The stallion sighed. "Fine. I see you don't want to risk harm to your townsfolk. I just thought I'd let you and the king know. My master will wake. But as a reward for his short time win. My master will pramit one and only one of the following."

Twilight held out her hoof as a group of guards standing at the reedy, stepped back. "I'm listening."

"He may take a mate. She'll be permitted to stay home to birth his offspring." The stallion explained. "And if there's a chance his chosen mate prefers to fight. Then a mare of her choosing may raise her child."

"So… you're giving us nine months before your master arrives?" Twilight asked.

"My master prefers the pleasure of crushing the dreams of his foes. So the more of your friends that start families the better." He laughed. "As for his second option." He paused as if to think for a moment about what the other option should be. "One of his champions shall go to the castle of the Two Sisters in two days."

"What?" Twilight gasped. "I demand an explanation."

"Sadly. I'm not permitted to say much on that." He sighed with a clear hint of annoyance. "Even I don't know what will happen. Only that I will be waiting for them on their return for the news."

"Ok. Now I'm even more curious." Twilight groaned.

He laughed. "Tell the king what I told you. And if no one passes me in two days. Then I will return to my master and wait for our coming fight."

As he started to leave, Twilight asked. "By king… you mean Phoenix?" He nodded. After a moment of thought she sighed. "I take it he won't be allowed to enter the forest in the mare's sted."

"Correct. And remember. Only one of the options may be taken. Break the rules. And suffer the consequences." He laughed before vanishing into smoke.

Taking a deep breath Twilight looked out over the tracks. "What should we do?" A guard asked. "Do you want us to look for him?"

"No. The spirits sent you here to protect the town. Not fight a puppet." She replied. "Return to your rounds and clean up any darkness that may have gathered. I have a feeling that a storm is coming to Ponyville. And Tartarus help any in his path."
> The prize and choice
> --------------------------------------------------------------------------

Twilight paced back and forth in the map room as she thought about how to explain what she was told. Mere minutes ago the train arrived and she told everyone to come to an emergency meeting. And now she was lost for words. She knew what had to be said. But the question was. Did she have the heart to tell them.

"Well?" Rarity asked. "What is it?"

"It's not easy to say." She sighed. "I believe the one responsible for the events of the past few days was the same one that came to Ponyville. He said his master wanted to reward us for our quick work."

"Which master?" Phoenix asked.

"He didn't say." She replied, turning to Phoenix. "He said that we have two options. One you take a mate and have a child. Her or a willing female may look after the child. Or…"

"Or?" Applejack asked.

"Within two days we send a female member of our team into the EverfreeForest." Twilight sighed. "No substitution."

The girls looked at each other for a moment before Rainbow steps forward. "I don't know about the rest of you. But I'm willing to go into the woods."

"But there's no guarantee that you'll return. Or that it'll help with the coming war." Rarity countered. "And while we're on the topic of our choices. Why would we be given the option?"

"His… master enjoys crushing hope." Twilight shuttered. "I… don't see many options."

"So… what should we do?" Fluttershy asked nervously. 

Phoenix sighed and walked to the back door. "Us guys will be in the other room while you girls talk it over."

Once the guys were gone, Twilight spoke. "Our only helpful option is for one of us to offer ourselves as Phoenix's mate. And possibly for the others to start a family. In case the worst happens."

Silence followed for a few moments before Applejack asked. "No offense. But who's gonna be nuts enough to be his mate? Not that he's a bad guy. But…"

"I know dear." Rarity sighed. "We don't even know how it's even possible or what will happen to the mare he's with."

The girls looked at each other before Scootaloo asked. "Who picked which clan?" All eyes turned to her as she added. "I mean. The spirits said that his queen would be of the dragon clan."

Rainbow bit her lip and stepped forward. "I picked dragon."

"I did too." Gilda huffed. 

"Me three!" Pinkie giggled. 

Strongheart and Applejack lifted their hooves. After a moment Silverstream and Sweetie Belle smiled sheepishly, lifting their hooves. With a sigh Smolder held up her claws. "It should go without saying that I picked it." She huffed.

"Then the question is. Which of you are willing to be his mate?" The girls looked at each other before Rarity stepped up.

"My little sister is too young to-" Rarity started before Sweetie snapped. 

"I'm old enough! And I already entered my heat cycle." Sweetie snapped. "And I'm not the only mare that is in heat in our group."

The girls looked at each other for a few  moments before spitting into groups to talk about why they should or shouldn't take the offer.


In the other room Spike sat with Phoenix and the other guys. "So… are females the only ones you can have as a mate?"

"Technically no." Phoenix replied. "But that would require a bit of help from whoever is the intended mate… and only lasts for a day or till I give birth. Whichever comes first."

"So… if I was to offer myself as your mate?" Terramar asked.

"I think we should wait to see what the girls decide first. Then you guys can talk to her about who should do it." Phoenix replied. 
> The mates
> --------------------------------------------------------------------------

After several hours of talking it over, Twilight sat and rubbed her forehead. "Ok… to recap. We're going with the mate idea." She sighed. "And we have a few females that are good candidates to be his mate."

"At least ones that are from the dragon clan." Ocellus pointed out. "There's no rule that says only a mare of the dragon clan can be his mate."

Twilight facehoofed. "Right. Then let's figure out the first problem. THEN we can talk about who all is going to be his mate." Taking a deep breath she looked over the girls. "Any dragon clan members with doubts please move to my left. Those who are willing. Please move to my right."

After a few moments, Smolder, Rainbow, Silverstream, Gilda and Sweetie went to sit at Twilight's right. Strongheart sat still looking back and forth biting her lip before joining the others to the right, As the others sat at her left.

"That… is a bit expected. At least for a few of you." Twilight commented, giving Pinkie a surprised look. Clearing her throat, she turned to the willing females. "Now let's see about figuring out who will be his mate." Twilight levitated over several scrolls. "Laws of a mate." Twilight explained. Almost instantly several eyes rolled. "Anyway…"

"As a mate, the female would be expected to bear at least one offspring. While most of her normal activities would be permitted, she will be restricted to the village of her mate." Silverstream hung her head and moved to the other group. "As a mate, the female would be an extension of her partner. To which her actions must reflect his wishes." Gilda huffed and crossed the room. "The mate needs the strength to withstand the process of childbirth." Sweetie huffed and sat still in determination. "And be willing to do anything her mate wishes."

"Kinda sounds like a one sided relationship." Rarity pointed out. "Sweetie. You shouldn't-"

"Twilight?" Sweetie asked. "The rules you're listing. They're old right?"

"And I'm guessing that we have a choice on how much we can bend the rules." Smolder added with a smile.

Twilight nodded with a smile before returning to the scrolls. "As his mate, your health and happiness is more important than his own. Know that he'll give up his life for you and your happiness. If anything would pull you from the 'village', he will come with you to keep you and your child safe. Regardless of your personal skills."

Lowering the scrolls, Twilight looked at the remaining females. As Strongheart rubbed her chin. "What if we want to offer ourselves after he takes a mate?"

"For your safety and your child. You'll have to wait till a doctor clears you for travel." Twilight replied with a smile. "But don't worry. Your family will be notified."

Strong heart smiled and nodded. "I'm willing to be a mother."

"Me too." Sweetie giggled.

"That just leaves me and Dash then." Smolder laughed. "Any ideas on how we'll decide who goes first?"

Twilight thought for a moment. "Well… we can tell him we have two females that are willing to be his mates. And let him pick."

"I like that option." Rainbow shrugged. "Heck. We can even make it a competition."

Smolder thought for a moment before nodding. "Ok. Let's go get our mate." She laughed as the two went to the room the guys were in. 


Meanwhile
Phoenix sat with the guys. "So… between Spike, Gallus, Terramar… and apparently Garble wants to be father to my kids." He sighed. "To make it easier. Why don't give me a few reasons why you think that you should be my second?"

Garble puffed out his chest. "Well if you want big strong offspring. Then I'm your best choice."

Terramar rubbed the back of his neck. "Well… I can teach them a lot about being a predator of the air and water." Phoenix nodded calmly in agreement. 

Gallus shrugged. "I don't really have much to offer other than myself." He sighed. "Not even a nest."

Spike patted him on the back. "I can teach them everything I learned from helping Twilight."

Phoenix thought for a moment before smiling at them. "And would you be willing to stick around even if you're not the father?" Almost instantly, all four said yes. "Then you wouldn't be against me giving Gallus a family?"

The guys looked at each other in shock before turning to the dumbfounded griffin.

After a few moments, Rainbow and Smolder walked in and looked at the shocked look on the guys faces. "I think things just got more interesting." Smolder laughed.

"So what's the verdict?" Phoenix asked.

"You get to pick one of us." Rainbow replied. "Or pick a competition to decide your dragon clan mate."

"So does that mean one of the other girls wants to be my mate too?" He asked and received a knowing smile.

Fluttershy, Rarity and Scootaloo walked into the room with nervous smiles. "Looks like you have plenty of mates to pick from." Spike laughed. 

"You're dragon clan. Right spike?" Smolder teased. "If Phoenix says it's ok. Then you can be with one of the Phoenix clan females."

Instantly Spike looked at Rarity and blushed. "I I I I I I I I I I I I I I…"

"Rarity? Do you expect his offer?" Phoenix asked.

Taking a deep breath she smiled. "I couldn't ask for a kinder drace to be my mate."

"Then I'll decide on my mate from both clans before showing a little something I picked up on my travels." Phoenix said motioning the other girls into one of the bedrooms. 
> Finding a mate
> --------------------------------------------------------------------------

Phoenix looked between the girls as they lined up. Taking a deep breath he rubbed his chin thoughtfully. "Not that this isn't the strangest thing I've done. But just to double check. None of you will get in trouble for this. Right?" He asked moving over to caress each of their flanks.

"It's ok, tough guy. We know what we're getting into. So hurry up and get in us." Rainbow replied.

Phoenix pulled off his clothes. With a smile he stepped up behind her and knelt down before calmly licking her pussy. "Then how about I start with you?" He asked. Seeing her legs twitch, smiled and slowly licked over her cutie mark and up her back to her neck. "I take it you like the idea." Feeling her tremble he lipped her neck causing her to stiffen for a second before going limp.

"H… how?" She moaned as the other females bit their lips in anticipation.

"Like I said. This isn't the strangest thing I did." He replied pressing his dick against her pussy. "Ready?" Seeing her nod he slowly pressed his tip into her.

"This is going to be a long hot night." Fluttershy whimpered in a mix of nervousness and anticipation.


Spike moaned softly as he held Rarity close. "I'm in heaven." He moaned softly. 

"Looking back." She sighed. "I feel like a fool for not treating you like the drac you are." She moaned softly. "But the wait was worth it." She sighed in glee at the feel of him in her. "Do you think you have enough for a few more rounds?" She let out a gasp and smiled at feeling him harden again in her. "I'll take that as a yes." She moaned softly. 


Twilight looked over her notes. "Let's see…. We took care of the sins… for now at least. Let's see… What do we need to prepare for next? How original. Something that wants to take over the world." She sighed. "Oh… that one wants to see the world burn… that one…" Twilight blushed and quickly turned to the next page. "Oh look. One that wants to… why are there so many horny bad guys?" She sighed. 


Celestia sighed as her sister sat and looked out the window. "Let me guess. You want to see him."

"Sister? Is it wrong that I wish for him to dominate me?" Luna asked. 

Celestia smiled and sat next to her. "Not at all, sister. I think it's about time you found yourself a stallion." Wrapping a wing around her sister she smiled. "And I think he would make a wonderful mate for you."


Several hours later, Phoenix sat back on the bed sipping a cider as the girls lay around him in several levels of pleasure. Smirking, he sighed. "What would you girls say if I told you I made up my mind?"

"Can… Can we go again anyway?" Fluttershy moaned softly as the others nod.

Thinking for a moment he smiled. "Sure. I'll tell you who I choose later." Phoenix laughed as he brushed her mane back. "So. Who's first this time?"

Everyone's arm went up. "Maybe we should go in reverse order this time." He teased, squeezing Fluttershy's flank. "Care to go first little butterfly?"

Fluttershy let out a soft meep before moaning in pleasure before moving to lick his dick. "I'll be happy to."
> Bird love
> --------------------------------------------------------------------------

Several hours passed before Phoenix flopped back on the bed holding Rainbow close to him. "So do you accept the offer of being my queen?" He asked.

"Wait." Smolder gasped. "I didn't know your mate would be your queen." After  a moment she added. "This is going to take a lot of explaining when I get home."

Rainbow smiled and kissed his lips. "You bet." She laughed. Pulling off him she asked. "So what's this thing you wanted to show us before?"

Phoenix groaned and sat up. "Come on. I just finished a triathlon of sex. Can't a guy get a few minutes of rest?" He sighed. "Besides, it's a very painful process. Not to mention the fact your world probably considers it dark magic."

"Why would you do something like that then?" Smolder asked, holding his arm gently as his hand rested on her pussy.

"It has its uses. Like blending in with the locals of other planets that don't have many two legged creatures." He explained with a shrug. "Normally my rebirth would handle that. But there is another use for it."

"And that is?" Gallus asked nervously. 

"First I'd like to ask you something. How big are you?"

Gallus blushed and looked away. "Well… I'm bigger than most griffins. Not really something to worry about if nogreif will give you the time of day."

Taking a deep breath he set Rainbow to the side and sat on the ground next to him. "Whisper in my ear what your fantasy mare is."

Gallus blinked and after a moment of thought he leaned in and whispered in his ear.

Blinking, Phoenix blushed. "You… really?" He asked, looking at the stallion who nodded. Biting his lip Phoenix moved back and closed his eyes. "Ok… this is going to feel weird." He sighed before muttering softly. 

The girls sat on the bed and watched as smoke started to cover his body. As it wrapped around his lower half, a clear expression of pain crossed his face. "Stay back." He hissed. "There's no telling what it'll do to anyone that gets involved."

Knowing there wasn't any way around it, the group watched helplessly as more of his body was covered and more pain was etched on his face. Just as it covered his head, Phoenix collapsed letting it fully engulf him.

Time seemed to pass slowly as the cloud pulsated with every second. "Do… Do you think he's alright?" Gallus asked just before Twilight bursted in.

"I sensed dark magic. Is everyone ok?..OK?... Where's Phoenix?" She asked. All eyes turned to her as they pointed to the black ball of smoke. After racking her brain for an answer, Twilight sat and sighed. "Ok… this is a new level of crazy. What is that thing?"

"He said it'll change his body." Gallus replied. 

"Why??? HOW? WHAT IN THE NAME OF HARMONY WOULD?..." She glanced over at Gallus then at the girls. "Wait… you mean… HE CAN CHANGE HIS GENDER?!?!?!?!?!?!?!?!" And with that. Twilight collapsed in a twitching heap.

"SPIKE! I THINK TWILIGHT IS BROKEN!" Rainbow called.

"Twilight. A new magic monthly guts came out!" Spike called back.

Seconds later Twilight sprang up and was out of the room. "Egghead." Rainbow laughed before sighing and turning her attention back to the smoke.

After several moments the smoke faded revealing a slender four-legged female wolf pony hybrid.  She had paws on her front legs and hooves on her hind legs. Her ears and teeth were that of a wolf and she even had a bushy tail like a wolf.

Smiling at Gallus she stood and calmly walked around him brushing up against him as she playfully growled. As she walked in front of him her tail brushed against his chin. "Like what you see?" She asked looking over her shoulder.

Gallus's wings shivered as they stood erect and his jaw hung open. After a few moments he slowly nodded as Rainbow hopped down and looked the wolf over. "Wow Phoenix. You weren't kidding. But why did you?..."

Before she can finish, Gallus answered her question by mounting the wolf and slamming his dick into her before purring softly. The two moaned softly, adjusting to the feeling.

The girls smiled and watched as the griffin started to slowly thrust into her. "Go as hard as you want, big boy. I can take it." After blinking in shock, Gallus repositioned himself and started to thrust into her harder and faster.

Feeling him taking her advice,  Phoenix dug her claws into the ground as she started to pant. "Fuck. Who taught you to rut? A clydesdale?" Her eyes threatened to roll to the back of her head with each thrust.

Either due to how pent up he was or the fact it was his first time. It wasn't long before Gallus started to climax into her. What was more surprising was the fact that he wasn't letting up. And neither was his thrusts. Now that her insides were properly lubricated, Gallus repositioned himself again for a more comfortable and deep rutting as he started pumping with deep quick thrusts that nearly knocked her over.

The girls watched as Gallus took quick control of things as he pulled out and tossed Phoenix onto the side of the bed before quickly re-mounting her and slamming into her with desperate desire and evident lust. Even though Phoenix was caught off guard from the action, she quickly wrapped her arms around him eager to not only keep her promise and more importantly be one of the griffin.

"Fuck. I forgot how this felt." Phoenix thought. "And to think. I'll actually get some to…" She groaned, arching her back. "If he doesn't finish soon. I'm going to break."
> The shadow games
> --------------------------------------------------------------------------

Several hours and rounds later, Phoenix and Gallus were laying in bed together as Rainbow trots in with a tray resting on her back. "You two finally finished?" She laughed as Phoenix moaned softly. 

Looking up at her, Phoenix smiled softly. "Considering he passed out a few minutes ago. I think we are. And don't worry. We'll know if it sticks in a few days."

Rainbow set the tray on the bed next to her. "How is that possible?"

"I don't know how it works for your kind. But our births tend to be quick."

"How quick?" Rainbow asked in concern.

"Didn't Twilight explain it? From the moment the pregnancy takes, our young grow at double the rate. Which is believed to be because of our bloodline being blessed by an ancient spirit to which we bless our name from." She explained with a smug grin. "It'll be two to four months before we give birth."

Rainbow gulped before looking over at Gallus. "Looks like he's either dreaming about rutting you again. Or he's ready for another round."

"Yeah. But maybe one of the other guys would like a turn." Phoenix laughed as the two made their way into the hallway where Spike was walking their way with tea.

As soon as his eyes locked on the two pegasus, he dropped the tea and quickly covered his privates with the tray. "I… ummm… I'll get you more tea." He said, quickly as he turned to leave.

"Spike." Rainbow snapped. "Take Phoenix into one of the guestrooms and show her what a real dragon is like."

"But I… Rarity…"

"Spike." Phoenix sighed. "What did Twilight say about orders from an alpha?"

Spike thought for a moment before turning to them with a soft smile. "The alpha's word is law. And I should feel as grateful to be told to spend time with one as I would if it was one of the princesses or Rarity."

"So? Are you going to turn down your alpha?" Rainbow asked. 

Spike walked over to Phoenix and rubbed his shoulder nervously.

"You going to man up or are we going to be standing here till somepony comes to scoop me up?" Phoenix asked. 

"Like Garble?"

Spike blinked and scooped Phoenix into his arms. "That jerk doesn't deserve to be alone with any of you." He spat before carrying the pegasus into a private room.

Knowing what they would be doing, Rainbow made her way down stairs to let the others know the news. Only to find Smolder and Scootaloo alone in the map room. "What's going on?"


Outside, Twilight paced back and forth muttering to herself. "What am I going to tell him… her?..." She let out a loud groan. "I hate transformation magic!" She shouted. "I need to focus and think of a way to fix this before the others notice." There was silence as she thought about how best to confront the problem. "I'd hate to say this. But I may have to tell the others." She gulped. "The game of shadows isn't over yet."
> Shades of trouble
> --------------------------------------------------------------------------

The following morning Phoenix woke and moaned as she rubbed her bloated stomach. She looked around slowly with a sigh as she noticed that she had ended up in a room full of males. All of which looked like they had a very good night. At least all by one.

"Garble. You look as though somepony took your jems." She said softly as to not wake the others.

Garble looked away with a blush as he covered himself with his wings. "I'm fine." He huffed, looking away with a poorly concealed blush.

"Oh? From what I heard, you would have pushed the others out of the way to get a turn." She laughed. "Performance issues? Or are you the secretly shy type?"

Garble huffed and flew over scooping her out the window. "I'd rather we talk in private." Once he found an open window in the addict, he flew in and landed on top of her. The two took several deep breaths as they locked eyes. "I want to show you what a real dragon can do. But I'll start gently. " He growled softly as he pressed a claw on her stomach. "So let's get rid of the unnecessary-"

"You really think I'm that fragile? I just got plowed by several well endowed males" She snapped. "If you think squeezing out the other guy's cum will lessen the chance that one of them will be the father. Then you may as well quit now."

Garble blinked and thought for a moment before smiling and pressing down on her stomach and forced out the cum from her body. "Then allow me the honor of showing you how a real dragon ruts." He growled with a grin.

Within seconds of moving into position, Garble was knocked out of the way with a kick to the side of the head. Blinking, Phoenix looked up to see Rainbow hovering above her. "What's going on?"

"Emergency meeting." Rainbow replied flatly. "Also. None of us really want to think about him getting a chance to rut you."

Phoenix looked over as Garble growled, getting up as he rubbed his head. "Can't she wait?" He snapped. "Besides, we were just about to-"

"It's fine Garble." Phoenix intervened. "Besides, I'm stuck like this for a while. So you have plenty of time to prove to your alphas that you are worthy to rut me." Getting up, she kicked off a few globs of cum as she moved to the window. "Till then, we have more pressing matters to attend to."

"And what about my erection?" Garble huffed.

Rainbow smirked. "I know someone who would be able to help with that. Just go back to the room and I'll bring her over."

With that said, the two pegasi flew out the window and down to the map room.


Several minutes passed as everyone gathered. Rainbow excused herself as she brought a particular yak to see Garble before returning with a large grin.

Clearing her throat, Twilight looked at the map as a large black cloud formed over the area where the changeling hive sat. "Good news is. The cloaked stallion kept his word about not starting a war." She sighed. "And our friends in the area have already moved to other towns for safety. Including here and Canterlot. Sadly… that leaves another problem."

"What is it?" Phoenix asked.

"I have a bad feeling that several ponies were greatly affected by their encounter with the… shades, I believe they were called." She explained.

Phoenix scanned the room and noticed that outside Garble, Gallus, and Sandbar who were still sleeping. Only the elements of harmony and the three friends of the boys had been accounted for. Her eyes narrowed as she turned to the door. "Someone tell the station that Ponyville is on lock down."

Everyone turned to Phoenix in confusion. "What?"

"We need to cleanse Ponyville before the shades multiply." Phoenix replied before turning to Spike. "Send a letter to the princesses and tell them to quarantine anypony acting strange. One of us will come to take care of it."

Spike nodded as Rainbow landed next to him. "And how are we going to do that? We barely joined the clans and we don't even know how to use the elements."

Phoenix smiled. "It's simple. Trust the spirits. They'll guide you on what to do. And as for using your elements. If nothing else, remember these two things. The elements are just as alive as you and me. And second is that they are a part of you. So just think of them as an extension of yourself." She laughed before turning back to the door.

The girls looked at each other as Twilight stepped forward. "There's… one more thing… some grouped together and… made some demands in return for the kids at the school."

Phoenix clenched her teeth as a deep rage grew within her. "Then while the others get some practice in. Tell me. What do they want?"


Luna sat on the balcony of her room with the letter from her hopeful mate floating at her side. Looking out over the town, she watched as her night guard slipped through town, snatching anypony that had started to act differently. "It truly is strange how many are acting out of character after what happened to them." Taking a deep breath she looked at the letter. "Maybe… in a small way…"

"I don't think it's the darkness that has affected you so much sister." Celestia teased from the doorway.

"Does thou have to mock us?" Luna huffed.

"Mostly when you talk like that. Or when you make it sooo easy." Celestia laughed as she went over to sit with her sister. "But honestly. I think it's a good change." She sighed. "Who knows… had you found somepony back then… we may have been together even then." The two sat and watched the town in silence.
> Cleanup begins
> --------------------------------------------------------------------------

Several hours after headbutting one of the crystal walls, Phoenix took a deep breath as Twilight came over. "Feeling better?" She asked with a soft smile. 

Phoenix rested her head against the wall. "Please… tell me they don't actually want that. Tell me they just want something like money, workers or something like that."

Twilight sighed and hung her head. "I'm sorry sir… they're only interested in a mare… or more."

Taking a deep breath, Phoenix turned to Twilight. "Looks like I don't have a choice."

"What about one of the other girls?" Twilight asked. "I'd even go in-"

"No. I'm sorry, Twilight." She sighed. "But next to the princesses. You're too important to risk such a task."

"But…"

Phoenix shook her head. "You're an alicorn with connections to the spirits. Let me ask you this. If one of your friends were in your position. Would you send them in your stead?"

Twilight blinked and after a few moments of thought she hung her head. "No… I would have done the same as you."

Phoenix sighed and looked away. "The girls will likely have their hooves full with the town." Sighing she cracked her neck. "Plus this way the girls won't have as much to worry about."

Twilight blinked. "So… while the girls are getting rid of the… shades…"

"I'll take care of the bigger threat."

"How much bigger are they?" Twilight asked.

"Other than likely being eager to take advantage of whoever is nearby." Her eyes narrowed as she looked towards the school. "Including helpless fillies."

Twilight gulped. "Well… the plus side is we still have time."

Phoenix nodded before heading out. "The others should be done soon. Let them know to stay clear of the school."

Twilight nodded before going back into the castle to find the girls trotting over. "Where's Phoenix?" Rarity asked.

"He's taking care of something. He said for you to take care of the shades and stay clear of the school." Twilight replied.

"And why is that?" Rainbow asked. 

Twilight gulped. "He… didn't want to risk you getting hurt."

Rainbow rolled her eyes and sighed. "Fine. The spirits warned us about Shadows. So it'll be a while till we're ready for them." Turning to the others, Rainbow smiled. "Let's save Ponyville… again."


A cloaked stallion huffed as he passed back and forth outside the EverfreeForest. "I can't believe those worthless ponies beat me."

"Are you really that surprised?" A white stallion laughed as he stepped out of the forest.

The cloaked stallion stumbled back away from him. "You… Why are you here? What do you want?"

"You really underestimate me, puppet. You should know I can go wherever I want." The stallion laughed. "What is more important is the fact that you're still sticking around. You know what they picked." His smile slowly turned to a glare. "Or are the shades and shadows your doing?"

"I only planted one Shadow. And that was when I arrived."

"Fine. But I will be watching you and your toys." The stallion warned as he left.

Once the white stallion was gone. The cloaked stallion let out a sigh. "That was close." He looked toward Ponyville. "Those ponies better be happy he likes them so much." He shivered at a thought. "I don't want to think about him in one of his moods."


Luna sat at one of the library desks as she looked through a mountain of books on the subject of love and laws around coupling. A few of the books were even stories about nobles falling in love with commoners or outlaws.

"There has to be something in one of these books just has to have something in it to help me win him over." She huffed. After finishing her sixth book, Luna groaned and tossed it into a pile as she looked at the last book wearily. "Laws and practices." She sighed as she slid it over to herself.

Flipped it to a random page, she scanned it for a few moments before blinking in surprise. "Wait… this isn't one of our books…" She looked over the page again. "Wait… does this mean?..." She blinked in shock at what she reed. Her eyes widened as a blush formed on her cheeks. After a few moments she smiled. "That… might actually work…" Scooping up the book she skipped out of the room and down the hallway.
> Dealing with shadows part 1
> --------------------------------------------------------------------------

Phoenix flew towards the school as the others prepared to go to work helping the rest of town. On her flight, she thought about how she'd deal with whoever was holding the school prisoner.

As she arrived at the school, she saw several stallions standing guard, waiting for her to arrive. "Great." She muttered. "Looks like they're expecting me." As soon as they saw her, the stallions licked their lips and moved to the side to let her through. She stopped and took a deep breath before holding her head high and trot up to the door as it swung open revealing a rather uptight stallion.

"Welcome. I see you accepted our invitation." He announced smugly.

"You didn't give me much choice."

He looked around tilting his head. "And you came alone?"

Phoenix smirked. "What? Don't think you can handle me? Or were you expecting more of my clan to face you so the shades can grow?" Seeing the stallion's eye twitch, her smirk grew. "Now… about the kids you're holding hostage."

He smirked and stepped back into the school. "Come in and see for yourself."

"I'm not going in there unless you let them go." Phoenix snapped.

"Pity. Because if you don't give us what we want. We'll just have to get it from them." He countered. 

Phoenix's eye twitched. "You really don't want to test me like this."

He shrugged and went deeper into the school and called out to her. "Best make up your mind soon."

Phoenix went inside with the other guys following her, none of which noticed the frost or scorch marks that were left with each step.

Once inside, Phoenix saw a line of foals tied to the desks, ready for a stallion to mount. Seeing this, Phoenix clenched her teeth as she fought the urge to cut down the stallions. 

She forced herself to stand in place as the stallions tied her in place. "Don't worry dear." The leader mocked. "The kids will be free. And get a show."

"Tread carefully." She warned. "There's only so far your threats will get you."

The stallions laughed as one got in position behind her. "You're ours. And your clan won't be able to show till we're long gone." The leader laughed. "And seeing these ropes are enchanted so you can't break free…" He nodded to his comrades as they positioned the kids so they saw what was coming. "What do you say? We give them a chance to see what to expect." He laughed as Phoenix snorted out smoke.


Luna paced in her room as some of her night guards stood watch with coolers full of water balloons. "You sure about this princess?" One asked.

"Yes." She replied sharply. "My sister informed me that there is a chance that whatever had taken me over may still be lingering in me."

The guards looked at each other in concern for a moment before nodding and each prepared a balloon. "Then we will do our best to help in any way we can."

Luna nodded. "If I start acting like… her. Then feel free to hit me with one, until I return to normal." With a nod from her guards, Luna sat on a pillow. "As long as my only tasks are my night duties, then I should be in the clear."

Just then a knock came on the door. "Princess." A voice called from the other side of the door. "Your sister is out tending to matters with the other nations. And needs you to tend to some of the day court matters."

Luna facehoofed and nodded to her guards. "Very well." She replied. "I will be there soon." Luna and her guard gulped as one set her balloon down to help her get ready.


Rainbow and Scootaloo made their way out by Fluttershy's cottage to check on the animals as the others checked on the rest of the town.

"Looks like everything is fine so far." Scootaloo noted.

"I have a bad feeling about this squirt. Twilight said these things were strong. And had unexpected effects on whoever they possess." Rainbow warned. "So keep your guard up. And let me know if you see anything strange."

"Like the animals closing in around us?" Scootaloo asked, looking behind them.

"That counts…" Rainbow agreed before glancing back. Narrowing her eyes she looked around. "Looks like they're herding us to the hut."

"What do we do?" Scootaloo whimpered.

Rainbow thought for a moment. "What was it she said about this?..." The two slowly backed from the animals as she racked her head. Blinking, she sat and took a deep breath and listened to her element.

"What do we do Dash?" Scootaloo asked, hiding behind her.

Sighing, Rainbow got up and went to the hut. "We need to go inside and find the shade responsible for this."

Steeping inside, the two noticed the strange smell. After a few steps, the door slammed shut as a voice sent a shiver up Rainbow's spine. "Hey Rainbows. I knew you'd come for me."

Rainbow turned to see who spoke as her face paled. "Fuck…"
> Face the Shades
> --------------------------------------------------------------------------

Luna sat on the throne looking out over the line of nobles pining for her favor. It had only been a few minutes of listening to them boasting about some random stuff involving their titles before she was hit by several water balloons. Taking a deep breath she closed her eyes in an attempt to calm herself. "This is going to be a long day." She thought as she only half listened to the stallion ramble on.


Rainbow and Scootaloo looked in shock and fear at the shadowy figure as it slowly moved closer. "You gotta be kidding me. You?" Rainbow spat. "Don't tell me the shades got to you."

The stallion licked his lips as he backed them into the center of the room. "Why play so coy Rainbows. You know we were fated to be together. And what luck for your little friend. I have more than enough stamina to please both of you. Or should I say… we have plenty of stamina."

"We?" Scootaloo asked as she looked around spotting several figures as they came out of the shadows. "Rainbow Dash, what should we do?"

Rainbow Dash bit her lip. "What we were sent here for. Trust our elements and cleans these guys. Hopefully before we fall to whatever is corrupting them."

Scootaloo gulped and nodded before turning to face a few of the shadowy figures. "Then let's do this."

Rainbow and Scootaloo quickly switched targets and charged the two groups, much to the first stallion's dismay. It didn't take him much time before an idea came to him. "Why don't you two face each other so Rainbow's can watch and see how much you're about to enjoy what is in store for her."

Scootaloo and Rainbow were forced to face each other as a stallion mounted both of them and attempted to mate them. And failing, instead entered their other entrance. Bothe mares were partly glad to have already been stretched before hoof.


Phoenix panted as yet another stallion pulled off of her and lay against the wall to rest. She hated to admit it. But if she didn't find a way out of this, her body would likely turn against her. If that happened, she was in a lot more trouble than simply outlasting them. Drool had already started dripping from her mouth, as well as several globs of cum from several stallions that had taken turns. Closing her eyes, she thought about what was her best chance of freeing the kids.

"Ready for another round?" One of the stallions asked. "Because if not. We can always-"

"Don't you dare." She hissed. "We had a deal."

"If you can't keep going. We'll have to find a different outlet for our needs." He laughed. "But if you're so eager to be broken. Then best keep that tail up."

Huffing at the stallion, she did as she was instructed moments before a colt was placed on top of her. She didn't like what that implied, but she knew it was something she had to endure. If she was going to save them.


Twilight sat at the map with Pinkie as a white stallion came into the room. As soon as she saw him, Pinkie jumped to her hooves and rushed out of the room in panic. "Save yourself!" She shouted, leaving a very confused Twilight Sparkle. 
> The needs of the many
> --------------------------------------------------------------------------

Rainbow and Scootaloo the stallions thrusted into them as the two mares closed their eyes and focused on their tasks. Rainbow Dash for one was surprisingly disappointed at how… bad he was at trying to mate a mare. She tried to focus on her task but she couldn't help but to deliver a much deserved jab. "Are you going to start any time soon?" She laughed. "I can't even feel it."

The two mares laughed for a moment before a sudden jolt of dark energy filled the room. "You want me to break you? Fine." Zephyr spat as his d I ck grew in her, causing her eyes to widen in shock moments before feeling something pressing against her pussy.

"Ok Scoots. Time to finish things off here." Rainbow announced. 

Scootaloo nodded in agreement as she felt the guy on top of her grow. Not only that, but he was starting to thrust harder as something pressed against her pussy. What worried her more was the tendril she saw moving to Rainbow. She opened her mouth to warn her but was quickly silenced as a tendril shoved itself into her mouth. Moments later she was forced to swallow some kind of liquid that coated her throat and made her lightheaded.

Scootaloo knew something was wrong and tried to focus on her task and the voice of the spirits. However the more liquid that was pumped into her, the harder it was for her to focus. Her body even started to feel lighter as more tendrils picked her and the stallion up and carried them somewhere.

Rainbow on the other hoof kept her eyes and mouth shut as she focused on her side of the plan. However, as Scootaloo was being taken away the spirits informed her of the growing danger, and that it was left to her to take care of the house. And now to save her friend, and possibly even more ponies that were taken.

Focusing wasn't much of a problem. Even with his enhanced size, Zephyr didn't really know how to actually fuck a mare. If anything, her major risk was that he'd actually finish before she was able to get free. With her plan set, Rainbow bucked him off and breathed out a flame that wrapped around her body before extending out in waves.

Each wave of fire brushed over everything without harming it and instead left small licks of fire that simply sat on them for brief moments before fading away. Her ear twitched at the sound of Zephyr letting out cries of pain with each wave that hit him. And as his cries died down, she opened her eyes to make sure she didn't overdo it.

However, as she opened her eyes, a strange tentacle hung in front of her with an eyeball staring at her. The moment her eyes met it, her body froze as she was unable to look away feeling herself sinking into its gaze. The longer she looked at it the more it seemed to talk to her and make promises. The spirits warned her of the similar fate she'd face as her friend. And taking the advice, she decided to let her body go and enter a dream-like state.

Zephyr panted as the flames died down and looked up in shock as Rainbow's limp body was carried out as tentacles penetrated her from both ends. Looking around he considered if he should follow and hope he'd get some action for saving her or if he should run for his life before passing out if fear.


Phoenix moaned as the stallions continued taking turns. She knew it was a matter of time before either she'd break or the stallions would get tired trying and move on to the helpless kids.

Not wanting to show off her plan, she had let them have their way. But she had let it go on for long enough. Taking a deep breath, she bucked the stallion off her before forcing her forelegs free from the binds.

Everypony looked in shock and horror as fur and skin was pulled from her legs until she was freed and stood in front of the trified ponies. Turning to the kids, she smiled. "Sorry you had to see that. I'll be fine." She explained as steam started to come from her blood.

As the guys gathered to try and finish the job. She lifted a hoof and flicked it at them and splatter blood on them. Each stallion that was hit by blood fell down in pain.

She calmly flicked her hoof at each stallion as she forced them into a corner as the colts and fillies gathered behind her. It wasn't long or hard for her to corner them once she got started. And within minutes she had the guys laying in a twitching pile.

Taking a deep breath, she turned to the kids and smiled. "What do you kids say about coming with me to Twilight's castle?" Hearing the cheer, she led the way down the street.


Twilight smiled nervously as the stallion sat at the map and looked it over. After a few moments he turns to her. "I do hope you know the risks of sending pregnant females to what may cause their children to not be born."

"What do you mean?"

"Just that the dark one's servants have the power to dissolve the unborn and impregnate a female." He shrugged. "But you're a clever mare. I'm sure you can come up with something to keep them safe."

"Is there anything we can do if that happens?" Twilight asked as she tried to hide her concern.

The white stallion simply smiled and turned away. "Only time will tell." He called as he made his way out the door.
> Safe of envy
> --------------------------------------------------------------------------

As she made her way down the street, Phoenix was followed by the kids she saved from the school as well as a trail of blood from her legs.

Letting out a huff she paused to catch her breath. It stunk having her skin peeled off like this. She rather preferred they use nails instead of rope. At least then she'd have a good reason to be mad. Instead, she was annoyed at the fact she was forced to protect the kids in an unideal condition and get them to the castle. All while leaving a trail right to them.

Taking a deep breath, she let one of the colts change her wrappings. Hopefully she wouldn't have to fight off the locals.

Looking around, she smiled at her luck as she saw the castle across the street. Taking a deep breath, she stepped out into the middle of the street looking around. Letting out a sigh she turned to the castle. "Spirits of this land. Grant these children a path to safety." She said softly before tapping the ground.

Within seconds a tunnel formed near the kids. Seeing the path, the kids quickly went in, happy to be out of the open.

Seeing the last kid enter the tunnel, Phoenix tapped her hoof, closing the tunnel behind them. After a moment she turned as ghoulified ponies lumbered towards her from one direction and feral griffins. "On the plus side. At least one group won't be missed."


Applejack and Applebloom smiled as they sat on a pile of unconscious ponies.

"Looks like we took care of that mess." Bloom laughed as Pinkie bounced over with an exhausted Fluttershy trailing up behind.

"Glad to see you two had luck too." Pinkie called.

"Yeah. Who knew the group that came here was hit by gluttony." Bloom laughed. "What about you?"

"Fear." Fluttershy sighed. "So many suppressed memories." She sighed. "Hopefully the others are having better luck."

"Yeah. Who knew scared ponies were so worried about what might happen if they smiled." Pinkie sighed as she looked around. "Where's Rarity and Sweetie?"

"Dealing with greedy ponies I bet." Applejack laughed.

"Pride." Fluttershy corrected. "My animal friends told me that Rainbow got greed." The group paused and looked over at the trees as a bird flew over and whispered in Fluttershy's ear. "Oh my… Rainbow and Scootaloo were taken… and Rarity is in trouble."

"Then let's get going. We have to help them. Maybe we can get help from some of the others at the castle." Bloom announced before joining her sister in hopping off the pile and leading the charge back to the others.


Rarity sighed as she sat in her shop. "For the last time darlings. You all look." She sighed as Sweetie tried working with a group of colts who were just as down on themselves.

"What would help cheer you up?" Sweetie asked.

One of the colts thought for a moment before whispering to the others. After a moment he turned back to her. "Can we… fuck you… and your sister?"

Sweetie and Rarity shared a concerned look before Rarity took a deep breath. "Well… I wouldn't say it's the most refined thing for a lady to do… however…" She looked the stallions over and noticed their sizes. "I doubt there'll be much of a problem." She laughed before lifting her tail.

Sweetie glanced at one of the colts and blushed. "Would… you like to go first?" Smiling Button Mash went behind her and got in position on top of her.

Rarity took a deep breath. As she readied herself for the stallion mounting her. "At least these guys aren't as big as our king." She thought. Looking over at her sister, she smiled. "Looks like you boys are going to have a great time. Lucky colts."

Rarity looked at the stallions and smiled and licked her lips. "You boys are lucky to get this chance. So I hope you enjoy every second of it."

With that, the ponies gathered closer to the two girls and took turns on both ends.


Luna took a deep breath as the last pony left the main hall. As soon as the door shut, she let out a relieved sigh as she slumped in her seat. "Finally." Turning to one of the guards she was about to ask him something before noticing his white coat. "No." She gasped as her eyes widened in shock.

Smiling, the pony turned to her. "Long time no see my lady."

Luna gulped and turned to the guards. "Leave us. We are not to be disturbed." She ordered. With a nod, the guards left the room and stood guard outside as she turned to the white stallion. "To what do I owe this owner?"

He laughed and moved to stand in front of her. "Can't an old friend just want to come say hi?"

"You? Just saying hi?" Luna laughed. "I missed your sense of humor. And I did like our time together. But I know you too well. What brings you here?"

He sighed. "Yes… about that…" He slowly lifted his head with concern on his face. "A dark cloud will rise."
> A new champion
> --------------------------------------------------------------------------

Twilight got the kids settled into some of the guest rooms as one of the colts kept looking at the front door. "Is something wrong, Rumble?" Twilight asked.

"She's still out there. They're going to get her." He replied in concern.

"What do you mean?"

"That pegasus that saved us from those bad ponies! I saw monsters going after her!" He replied before quickly moving to a window to try and look out and see if he could find her.

Twilight thought for a moment before lifting him onto her back. "Don't worry. She'll be fine. But if you're that worried about her. I'm sure we can come up with some way to help her."


Meanwhile outside… Phoenix kicked off yet another ghouls head before throwing one griffin into another. "Seriously! Don't you guys know when to give up?" She spat before choking out a griffin. "I get why the undead won't stop. But you griffins should have realized by now that-"

Just then as she landed, her wrappings came loose as a griffin grabbed her hoof, sending jolts of pain through her body. "FUCK!!!!! For the record! If you griffins weren't so scarce in this world! I'd roast you fucks for that!" Kicking herself free, she grumbled and rubbed her hoof. "Fucking pony body doesn't heal as quickly as my old body."


Back inside, Twilight and Rumble looked in shock as the ghouls and griffins started closing in on her. Twilight was a little concerned. But her connection with the spirits let her know that Phoenix would be ok. However, Rumble didn't have the same connection she did and quickly became concerned for her safety. 

"NO!" He shouted before jumping off Twilight's back and darting for the door before Twilight was able to react.

By the time Twilight got to the door, Rumble had already gotten outside and grabbed the now discarded wrappings.

Standing in front of Phoenix, Rumble wrapped his hoof with the bandage so the blood was on the outside. Having seen what it can do, he thought it'd be enough to hold them back long enough for Phoenix to get to safety.

"Don't worry mis. I'll hold them back." Rumble declared.

"Get inside kid." Phoenix huffed as she quickly worked to fix her other wrappings. "It's too dangerous out here for you."

"No." He snapped. "You risked your life for us. Now it's my turn to risk my life for you."

Phoenix paused for a moment and looked at the door where Twilight looked in shock. After a moment of thought, she smiled and turned back to Rumble and stood on three legs. "You have guts kid. You remind me of myself at your age." She sighed.

"I have to be brave if I'm going to be a Wonderbolt like my brother and save ponies." He replied with a confident smile.

"We can talk about what your possible future holds after we take care of these freaks." Phoenix laughed. "But first. How good is your flying?"

"I can get a few feet off the ground... Still working on speed and sharp turns though." He admitted.

"That's fine." She comforted. "Hold up your wrapped hoof." Rumble nodded and held up his hoof as instructed. After kicking a griffin away, she whispered something as she ran her bloody hoof over the rags putting fresh blood on it. "There. Now you can fly over the ghouls and bop them on the head."

"What will that do?"

Phoenix smiled and winked. "Give it a try and find out. And don't worry. They're already dead. So the worst that you'll have to deal with is the smell… and the visuals…"

Rumble was about to say something before noticing a ghoul getting close. He reflexively jumped up and did as Phoenix instructed. As soon as Rumble hit it in the head, his eyes shot wide as flames covered it, causing the ghoul to stumble back as its flesh was burned away till the boney remains fell into a pile.

Blinking in shock he turned to Phoenix who smiled as she used a hoof to turn his head back to the pile. Within seconds, he saw white smoke lifting off the bones. "If it helps. Remember this. These ghouls are cursed. What you did was burn away the darkness that holds the souls to this plain." She paused for a moment to fly them across the street so they could come up with a plan of attack. "It's a growsom thing to see and do. But if you're going to be a Wonderbolt. I have the feeling you'd need to deal with hard choices."

Rumble looked at his hoof then at her. "How did you know that would happen?"

"My people are warriors who fight darkness like them." She replied. "It's more dangerous than being a Wonderbolt. And normally less… public."

"So… you save ponies a lot. Even if they don't know it?" He asked, his eyes widened in wonder.

Phoenix nodded and turned to the crowd. "Yes. But this time the dark forces are forcing my… hoof."

"Then count me in!" He announced hovering next to her. "I know my family would be proud of me if I was able to help save others."

"Then let's make them and your friends proud. You take on the ghouls and I'll take care of the griffins." Phoenix announced. "We can talk more later." With a nod, the two shot off and started knocking out griffins and taking out ghouls.
> Hot to trot
> --------------------------------------------------------------------------

Phoenix and Rumble continued their fight as Twilight stood at the door keeping any that broke from the fight from getting into the castle.

None knowing that just down the street their friends were busy trying to cleanse the town as they fought to reunite. 

Applejack, Applebloom, Pinkie and Fluttershy used their elemental powers to peacefully take out anyone who was infected. With her knowledge, Fluttershy was even able to instruct her friends in how to take care of the animals. At least the ones that weren't already too far gone.

The girls turned the corner and froze at the sight of a group of ponies that were carrying Rarity and Sweetie Belle.

"And where do y'all think you're going?" Applejack asked.

Button Mash stepped forward with Sweetie on his back. "We're taking them to Twilight." He announced.

Pinkie nodded. "Great. Looks like we weren't needed here after all."

Bloom stepped forward and stomped a hoof which caused a flower to grow in front of him and blow out a pink myst. Seconds later he shook his head and looked right at her. "I just remembered." He said as if in a daze. "Loyalty will fall… they will be the key to his return."

With that said, Button blinked in realization. "I know where they are." Dropping Sweetie off with Pinkie, he turned to the others. "Who's with me?" Smiling, the apple sisters follow him.

As the three rushed into the woods, Pinkie and Fluttershy nervously smiled at the group before leading them down the street. Fluttershy, for one kept an eye on her friend. If the guys were going to try something, she'd know before they got too close.

Pinkie on the other hoof became more confident with each step they took. Hoping that the two being carried were able to fully accomplish their task.


Spike let out a burst of fire at a group of changelings. "Seriously!" Spike called. "Can't any of our allies actually stay on our side for once?" He huffed before back hanging a fake Rarity as it turned back to its true form. "And where do you guys keep coming from?"

After a few moments, the changelings transformed to look like his friends. Only in different lustfull outfits. Spike blinked and held out a claw. "Hold up!" He quickly pulled out a quill and paper. "I want to make a quick note of some of your outfits before I kick your flanks." He informed, as he quickly wrote down what he could.

The changelings looked at each other for a moment before taking several poses to try and get him to let his guard down more or at the least take the offer they were clearly giving.

However, Spike simply worked on his notes, slapping away any that got too close with his tail. However hard he tried, he wasn't able to deny how sexy they looked and how desperately he wanted a chance to get his claws on them.

One impaticuler mare looked exactly like Phoenix in her pony form in perhaps the slutyest and hottest thing he ever saw. Putting away his notes, he huffed. "That's it. Play time's over." Breathing a flame onto his hand, he let the fire engulf him as he went back to smacking the around the changelings as he looked for a way to end the fight.


Phoenix turned to call Rumble over before gasping as one of the ghouls bit his hoof. Without thinking, she jumped over and kicked the ghoul away as she grabbed him, pulling him close as she opened her wings to turn and glide into the library.

Once inside her and Twilight looked at his hoof. "Good news is the infection won't make him a ghoul… the down side…" She paused and looked him over and cleared her throat as Phoenix noticed the same thing she did.

"I will admit he's well indoubt for his age." Phoenix pointed out. "I'm sure the spirits have informed you of some of the healing processes. Do you have any recommendations?"

"Well…" Twilight sighed. "He can join one of the clans… but that may be dangerous for his age."

"Unlikely. But go on."

"There's always helping him get over his… condition before it becomes a problem." She suggested. "But I don't think the others should be involved with that. And I don't know if either of us will be able to handle it in our condition."

Phoenix thought for a moment before Rumble groaned. "I… want to… join… Phoenix's… clan…"

Smiling, she brushed his mane back. "Well… I'll be honored to have such a brave colt like you as a warrior of the clan."

Twilight sighed and nodded. "I'll get the things for his ceremony. You two… take care of that." She informed, motioning to his crotch before teleporting away.
> Dangers rise and fall
> --------------------------------------------------------------------------

Phoenix sat next to Rumble and thought about if she should just stroke it or if it was apparent for her to actually do more with him. As she thought, she noticed a pitcher of water and held up a hoof to it. "A little help please."

After a few moments, a small seapony popped out and smiled at her for a moment before giggling. "You called my lady."

"Save the flattery, Oseas. Think you can help me out with the kid?" Phoenix groaned. 

"I missed your sharp tongue." She giggled before riding a stream of water over to them. As she landed on Rumble she let out a soft thoughtful hum. "My… he got a big dose of darkness… but… he has a strong heart…" Nodding she changed to a mare and grew to the same size as Rumble. But after a moment huffed and got off of him. "Sorry. But the best I can do is keep him from turning while you handle it."

"WHAT?!?!"

"If it helps, it's not against the law of this world to rut someone younger than you." She teased. "Oh… and if you want to help. It's going to take more than one load."

"You have to be kidding me. Can't I just stroke it out?"

"Sorry my lady. But this isn't your basic shade. It's a corruption shade. Longer you take to get it out. The more work you'll have to do." She sighed.

Phoenix facehoofed before leaning over to start licking his tip. If she was going to do this. At least she can try and make it enjoyable for both of them… or she can at least try.


Deep in the woods, Rainbow moaned as she sat up and looked around. Her body felt like it had gone through a class four twister through Ghastly Gorge while it rained lemon juice and ended in a pool of pies. On the plus side, she was alive… then again. As she looked around at the tentacles that seemed to snake around. Maybe she would prefer death.

Looking herself over, she noticed that her wings were tied down by vines. And from the feel on her muzzle, the vine that looked like it was leading up to her head, was the one holding her mouth closed.

Growling at her situation, she tried pulling it off before freezing at a voice in her ear.

"The master has chosen you to be his queen. But if you don't take his offer. Then he will take the other." the voice whispered as the sight of Scootaloo held with her legs spread out by vines came into view. "The choice is yours."

Rainbow's eyes narrowed as it let go of her muzzle. Focusing her inner fire, she screamed at Scootaloo as a pillar of flames came out and burned away the vines. She quickly turned the flames to herself, freeing her wings.

"Very well. If you wish to be with the young one. So be it." The voice hissed as a dart hit Scootaloo. Rainbow looked at her friend in fear for a moment as she slowly got up and started to change. "Oh and don't worry about the unborn. It's safe. I wonder… how many times can you become pregnant before giving birth?"

Rainbow tried to move away but was stopped as vines grabbed her legs and forced her mouth shut, forcing her to watch as her friend grew a massive dick and balls. "Fuck." Was the first and only thing that came to her mind before beginning the spirits for help from her possessed friend.


Rarity, Sweetie Pinkie and Fluttershy made their way down the street using their quickly growing magic to make short work of any threat that came at the group.

"I have to say. Being able to make lovely sculptures out of ice year round does make dealing with dark magic much easier to deal with." Rarity noted as Fluttershy stayed closer to the safety of the group as she kept in touch with her animal friends.

"You bet." Pinkie laughed as she butt slammed a pony's head. "And bones! If you do it in a sexy way, it looks like they're having a happy dream."

Everyone stopped and turned to her as Rarity cleared her throat. "Pinkie sweetheart… I think you should consider a few life changes after this."

"Why?" One of the stallions went over and whispered in her ear. "... oh…OOOOH… maybe I should cut back on the cakes."

"NO!!!!" Several of the attacking ponies shouted before diving to her hooves to beg.

While some of the stallions in their group tossed the unconscious ponies into one of the carts they found, Fluttershy turned to see some possessed stallions approach her. She quickly let out a timid squeak before shrinking back and hiding behind her main. Upon seeing this, two of the stallions passed out with bloody noses. Once she saw the blood, she gasped and pulled one of them close and held his head close. "Oh dear. You're bleeding. Don't worry. Nurse Fluttershy will take care of you." And with that, the rest of the group met the same fate. "Oh… my…"
> good new?
> --------------------------------------------------------------------------

Phoenix sat in the bathroom vomiting into the toilet as Garble held her mane back. "Please tell me you guys have alcohol."

"Was sucking a guy off that bad?" He asked, receiving a glare from her. "OR…. Maybe it was the thing in him you didn't like?"

"Shades taste like rotten eggs mixed with moldy Mustard. And please don't ask how I know that." Phoenix groaned as she whipped her mouth.

"Noted." Garble replied as he led the way out to the colt who was being comforted by some of the guys that stayed to help at the castle.

"Don't apologize, Rumble. What happened wasn't your fault." Phoenix said softly. "You did amazingly well."

"Does that mean I can keep helping you?" He asked softly.

She sat next to him and brushed back his hair. "How about helping keep the other kids safe and calm?"

He smiled and nodded before looking at his still wrapped hoof before rushing off to check on the others.


Rainbow Dash tried to think of how to get her and Scootaloo out of this mess as the spirits worked alongside her to come up with a plan.

After a few moments, Scootaloo slowly lifted her head with a dazed look on her face. "I… I'm sorry Dash… I don't think I can resist." She whimpered before slowly moving towards her idle.

Rainbow thought for a moment before blinking in realization. "Wait… if you're really Scoots. Then I have nothing to worry about." She laughed. As realization dawned on her, she rolled over laughing. "Good one. You almost had me."

"What are you talking about?" The stranger asked.

"If it is Scootaloo. Then I don't have to hold back. And if not. Then I won't feel bad roasting it." She replied with a devilish grin.

"Oh… crap…"


After tossing the unconscious ponies into another cart, the girls made their way back to the castle before noticing Spike limp over to them dragging a changeling that was tied up.

"Spike? Mind explaining what you're doing with the pore thing?" Rarity asked softly.

"I thought the others would like to know what's happening to other creatures." He replied before looking toward the dragon lands. "And something tells me this is only the beginning."

"When we get to the castle, I'm going to tend to your injuries." Fluttershy instructed before moving over to the changeling. "And I'll take care of you too. But you need to behave."

The changeling hissed at her before blowing a raspberry at her. "Y'all gonna have your hooves full with that one." Applejack groaned. "I have a feeling she's going to be a real pain in the flank."

"There's no way you're going to make me talk. You puny ponies. You're nothing compared to the might of the changeling army." The changeling laughed. 

With a sigh, the group turned and continued down the road. "Yeah…. We'll see what Phoenix has to say about that." Spike muttered. "Who knows she might have some ideas on cooling that temper."

Pinkie rolled her eyes and winked at the reader. "I'm sure somepony has a few ideas." She giggled.


Luna sat on the throne as her sister entered the room. As soon as the princess of the sun saw her sister drenched in water and scraps of balloon fragrance, she smiled and held back her laughter.

"Day court is over." Luna announced, pausing for a moment before laughing softly. "You don't have to stifle yourself sister. I know I look ridiculous." She laughed, flicking a balloon off her horn.

"I take it this was your idea to keep yourself sane?" Celestia asked.

"It was this or the prod." Luna sighed with a soft smile. "And you know ponies would have questions about seeing that."

"True." Celestia replied, sitting next to her sister as she used her magic to help dry off her sister. "Any news from our friends in Ponyville?"

Luna sighed. "Sadly,  news from there is… unclear. It seems too much is happening for a clear announcement. However, I was able to detect a few powers in Mainhatten and in the EverfreeForest."

"Oh? I wonder what our foes want with those places."

The one in the EverfreeForest is not our foe. It's HIM." Luna corrected. 

Celestia stood in shock. "If he is here. Then we may all be in greater danger than I thought."

Luna nodded in agreement. "Sadly we can not intervene… yet. Less he acts before…" She paused and rubbed the side of her head. "You know what… it is best if he just tells us when we can act." With a shared nod, the two go to the kitchen in search of a strong drink.


Applejack sighed as she looked at Button Mash as he looked around at the many trees.

"I thought y'all said ya knew where they were." Applejack huffed.

"I'm sorry. I don't know this forest that well… but I did see a few things that might help." He apologized. "One thing I saw was what looked like a tower through the trees."

"How did you see that from Ponyville?" Bloom asked.

He shrugged and looked around for a trail. "If what I went through is anything like in the games… then whatever was controlling me had some kind of hive mind."

Applejack thought for a moment. "Ya think you can tap into it again and get a better look?"

Button bit his lip and glanced at Bloom for a moment before quickly looking away. "Nope. Locked out. Sorry."

Bloom sighed and went up next to him. "What if I helped? Kinda like an anchor."

Button thought for a moment before following Bloom behind some trees as her sister smiled and rolled her eyes. "About time one of them made a move." She sighed before turning to fiddle with some twigs and vines. "Hopefully they can hold out for a few more hours."