Wherever the Light Shines: Part 2

by MLPSolarDash1907


Chapter 32 - The seized city and finding a way out

It’s been about ten minutes since the invasion. In the blackened streets of Canterlot, orcs, gremlins, and hellhounds patrolled the streets, looking for any citizens and soldiers. Most of them are already locked up in chains and being led to cages.

The hellhounds sniffed the air vigorously and howled when they smelt resistance against their master. The skrees are perched on the rooftops of the city while some circled it like buzzards.

Meanwhile, on the castle’s balcony, Nightfall overlooked his minions and the conquered city, ensuring that everything is taken care of.

His ears twitched slightly. Looking to his right, he spotted a large mass of darkness about half a mile from the city forming into a solid mass. It formed a sharp tip with a dark purple orb just above it before it began slowly rising out of the ground. Nightfall smiled in satisfaction.

“Right on time,” he said.

There would be three more coming out of the ground soon and they’d be surrounding Canterlot’s mountain from each corner. Soon, his plan will be in real motion. He turned back around and headed back inside the castle, taking in the sight of the battered throne room.

“Feh, not like I needed such a room,” he said to himself, “It won’t be around much longer.”

Suddenly, he heard heavy footsteps walking towards him. Nightfall spotted Ghadra heading in with a smirk on his face.

“Are all of the prisoners secured?” Nightfall asked, Ghadra nodded, “What of the so-called princesses?”

“They’re locked in the Canterlot dungeons just as you asked, away from the others and their magic dampened,” replied Ghadra, coming to a stop in front of Nightfall.

“Excellent,” said Nightfall, “And our plan is moving on as scheduled. Great work, Ghadra and to all of our minions, too.”

“Naturally, sire. I always do my best for you.”

Nightfall nodded and looked to the ceiling, thinking about the Mane 6, “As for those ponies that had left, they don’t have any idea that they abandoned their home in its time of need.”

“And what of the unicorn sent out to a wild goose chase?” Ghadra asked.

“She’s obliging, though she is slowly wearing down every little bit,” Nightfall stated.

“That spell you put on her was clever of you.”

Nightfall darkly chuckled, “Spell?” He looked at him with a wicked grin “I doubt that there ever was one.” Ghadra blinked before he got Nightfall’s implication.

“I believe I have some visitors to attend to,” said Nightfall, walking forward, “Our game has only just begun.”

“And we know how it will end,” Ghadra nodded.

“Get back to finding those students, that little purple dragon, and bring them to me at once.”

“Right away!”


Celestia and Luna were piled next to each other in a heap, both were chained to the dungeon wall and had magic dampening rings placed onto their horns. The dungeon is quiet and has some rats crawling around.

Luna stirred and mumbled something inaudible before she opened her eyes. She blinked a few times before clearing her vision, when she saw she’s in the dungeons, her eyes snapped wide open. Instantly, she shot up, sitting up, accidentally yanking on the chains.

“What?!” she yelped. She spotted Celestia next to her and began shaking her.

“Sister! Wake thy lazy eyes up!” she cried.

“Wha?! Huh?!” Celestia woke up with a start only to be met with Luna’s frantic gaze, “Oh, sister!”

“Glad you’re awake, but look!” she motioned to the prison’s bars, Celestia fully awoke at the sight of them.

“Oh no!” she said in a horrified tone.

“And there’s something on your horn, Celestia!”

The elderly sister looked at Luna and noticed the ring around her horn as well.

“Same as you, Luna!”

“Are you kidding me?!”

“Wow, I’d hoped you’d at least woke up when I’d arrived,” said a new, ominous voice.

Celestia and Luna froze at the sound of that. Heavy footsteps made their way over to their cell and their blood slightly ran cold when Nightfall came into a view, a predatory, satisfied smile on his face.

“You!” Luna growled, “You let us out this instant!”

“How about I just keep you and your loud mouth in there, huh?”

“What do you want?” Celestia demanded as she glared.

“What I want is something to be greatly desired,” said Nightfall, leaning against the bars, “Something more than what I have now. Something more precious.”

“Quit being cryptic!” Luna bellowed.

“Was I? Or were you just assuming?”

“Who are you?” Celestia asked, trying to keep calm.

“I am Nightfall,” said Nightfall, “The one who just invaded your capital and crashed that Gala.”

Luna wanted to attack this fiend, she wanted to use her Royal Canterlot voice to demand him out of there, but inwardly, she’s scared and speaking out of anger to hide that fact.

“We won’t allow you to hurt any more ponies!” Luna blurted out.

Nightfall shook his head, amused, “The way I see it, you’re inside a cage and unable to do anything against me.”

“Discord is still out there! He’ll handle you!” Celestia stated.

“I don’t think so,” said Nightfall as a couple of orcs brought a sickly green Discord down into the dungeons and threw him into the cell next to the princesses.

Celestia gasped in horror, “Discord!”

The sick draconequus weakly gazed at the princesses with a sad look, “I...I’m sorry, Princesses.” He coughed. “I tried. They got me sick with tatzelwurm snot...” That sentence was very genuine and Celestia knew it, her heart sank at the sight of her formerly enemy turned friend being so weak and green, reminding her of when she first heard about it years ago. She looked back at Nightfall, trying to give the best glare she could, but it didn’t feel strong to her.

“What are you planning?! Where are the others?!” Luna demanded.

“So many questions,” Nightfall smirked, “Maybe I’ll give you a couple of answers.” He stood up straight, “As far as I know, Twilight and her friends, A.K.A. the Elements of Harmony are just fine but are on a journey to retrieve a special friend of theirs, that’s why they’re not here now.”

The sisters’ eyes widened again, Celestia began putting the pieces of the puzzle together.

“So, in desperation to keep their fragile chain together, they left all they planned for to go after her in a foreign land containing the very Pride of lions that they just defeated with Imperial City’s General Hong.”

“You foul beast!” Luna bellowed.

“Oh, it gets better, for me at least,” replied Nightfall, “You’d probably be a little surprised, but before their adventure began, I had a little time to get an invasion underway to grab your attention as I carried on with my plans.”

At those words, Celestia realized it, “Wait...the lions...did you somehow influence them?”

“We have a winner!” Nightfall laughed.

“So...” Luna marveled, realizing it, “Starlight running off...the lions failed attempt at an invasion...Twilight and the others going off...that was all you?!”

“Yes,” replied Nightfall, feeling proud of himself, “I’ve been studying, observing, and taking note of all of your and their defenses, connections, and weaknesses. Looks like Starlight was the weak link between them all.”

“Weak link?” Celestia echoed.

“Yes. She’s powerful but has issues,” Nightfall stated, “And don’t say that I won’t get away with this! Because I’ve gotten away with a lot of things in the past after they told me I wouldn’t!”

The two sisters shut their mouths, this guy was strong, intimidating, and well-coordinated. How long has he been planning this?! How did they miss any signs of him?!

“And don’t rely on the Crystal Empire for help,” he said.

Afraid to ask, the sisters stayed silent.

Nightfall smiled and answered, “As of right now, I believe that they’ll know they won’t be able to help in any sense.” He pulled out an orb and activated it.


The alert came a couple of minutes ago, as Shining made sure the castle was secure, Cadance ran towards Flurry’s nursery. She spotted several Crystal soldiers rushing to the nursery as well, however, they gasped when they spotted something.

Cadance looked to what they’re looking at and she gasped. An orc is holding Flurry captive inside a magical sphere! The baby had a pleading look in her eyes.

“Momma!” she squeaked out.

Cadance lit up her horn to defend her baby, but a soldier held up a foreleg, telling her to hold back. Shining rushed in and he gasped when he saw his daughter in that thing’s clutches. His soldiers were already standing down.

“Don’t hurt her!” Shining demanded.

The orc didn’t reply. Instead, it reached behind itself and pulled out a purple orb. It glowed before it formed a screen above it. The royal ponies watched as an image of Nightfall came into view.

“Well, hey there, Cadance and Shining Armor,” he greeted, “Sorry I couldn’t be there to meet you and your daughter personally, but I had other matters to attend to.”

“Don’t hurt our daughter!” Cadance demanded.

“Oh, don’t get upset, Cadance,” replied Nightfall, “The baby will be just fine if you oblige by my standards. Or...” he chuckled, “You all will be.”

“What do you mean?!” Shining demanded.

“Oh, I’d better show you,” said Nightfall. The screen changed to show the Crystal Heart being magically held by a couple of more orcs and several more were protecting them from the soldiers. Shining and Cadance were horrified at the image.

Then the screen changed back to show Nightfall, “Understand now? If you try to rescue your daughter, the Crystal Heart will be destroyed. And you and your Empire will be buried in a winter wasteland.”

Cadance and Shining glared hard at the werehyena, but they could do nothing as they realized the Crystal Heart protected the Empire from the Frozen North’s wild weather. Reluctantly, Cadance and Shining stood down and lowered their heads to Nightfall in defeat.

“Good. That wasn’t so hard now, was it?”

A couple of more orcs came with some chains and bound the two parents together before throwing them into a room. Flurry is brought in her magical orb and placed inside a cage by a couple of orcs. They stood beside the cage and began keeping guard over Flurry.

“At least the family is together, right?” Nightfall asked in a seemingly innocent tone.

“You won’t get away with this,” Cadance growled, knowing he’s giving them the temptation to try and rescue their daughter.

“What’s with heroes and heroines saying that?” Nightfall sighed, “Anyway, I won’t keep you anymore. Enjoy your time together.”

Nightfall cut off the communication from the angered and horrified parents, feeling that Equestria is being invaded once again.


Nightfall gave the two sisters a smug look as he placed his claws behind his back.

“You fiend! Monster!” Luna bellowed.

Nightfall only chuckled, “I’ve heard far worse than that, little princess. Don’t worry, you won’t live to regret as I bring Equestria down to its knees for good.”

“You sent Twilight and her friends and leaving their home without one of their greatest defenses!” Luna went on, “Coward!”

BANG! Nightfall punched the bars, causing the sisters to jump backwards into the wall.

“I am anything but a coward!” Nightfall roared, “I want those puny ponies to see that they chose one pony over many! Just for the sake of themselves and how they failed to save their home in the midst of their misjudgment!” He calmed down some, “I knew they’d go after her because that’s what they are. They want to hold everything dear so they go off to save it, him or her.” He turned away from the Princesses, “As for you two, you will watch the final stages of my plan to see your world that you built crumble before your very eyes.”

Suddenly, an orc came in with a large clock and placed it in front of the bars so the princesses could see it.

“Your abilities to raise and lower the sun and moon are still accessible,” said Nightfall, “When that clock goes off it means it’s time for you to raise or lower your celestial object. If you don’t, you’ll be electrocuted until you do so.”

“And why should we do it for your sake?” Celestia asked.

“I’ve got my reasons. Oh,” he smirked evilly, “And if you keep continue to get electrocuted, for every ten seconds, a pony will die.” Celestia and Luna gasped in horror. He really has been planning for a long time!

“But this is for the moment until the final stage and then it’s goodbye Equestria!” Nightfall stated before he walked out of the dungeon, leaving the princesses and Discord where they are.


The Young Six were anxiously sitting within the wall of the castle. Spike had moved them away from the room they’d witnessed the guests being seized. Smolder anxiously paced as the others sat down with one another. Silverstream is clutching her paper bags close. When Smolder paced by the group for the umpteenth time Gallus groaned.

“Would you please stop pacing, Smolder?” he asked.

“Well, excuse me!” Smolder scolded in a somewhat quiet tone, “We just got ambushed during the biggest night of the year!”

“That isn’t going to make Spike come back any faster,” Gallus stated.

“Excuse me for being concerned about one of our friends when there’re beasts out there!”

“Okay, enough,” Ocellus spoke up, “Enough you two.”

Spike had left them for a little bit so he can sneak some glances on what’s going on out there, he’s been gone for about 15 minutes but it feels like an eternity to them.

“Spike smart dragon,” said Yona, “He knows what he doing.”

Smolder sighed, that was true, but Spike’s the only real dragon friend she’s had other than her brother Garble, she remembered the time she and Spike went to go cheer him up and the two eventually became friends.

Hearing small wings flapping, Smolder perked up and looked in the direction they were coming from. She breathed a sigh of relief when she saw Spike return, but frowned when she saw his concerned look.

“Spike, you’re back!” Sandbar said, completely relieved.

“We were starting to worry about you, little dude,” said Gallus as the students stood up, “Especially Smolder.”

Smolder lightly blushed, “Hey! I’m concerned about everycreature here!”

“How noble.”

“Ugh!”

Ocellus stepped forward, “What does it look like out there?”

Spike shook his head, “Not good at all. There are bi-pedal creatures, I think that are orcs and gremlins as well as demon looking dogs.”

“Dogs?” Silverstream quirked an eyebrow.

“They have red eyes.”

“Hellhounds?” Ocellus gulped.

“Is that what they are?” Spike’s eyes widened.

“I guess so...”

“What of the Princesses?” Sandbar asked.

“And leaders from other kingdoms?” Yona added.

Spike sighed again, “I’m sorry everycreature, but it appears the entire city has been taken over, and I believe all of the leaders, including the princesses have been put into cages.”

Everycreature gasped in horror.

“Even yak prince?!” Yona cried.

Spike nodded, “I’m sorry, Yona. I didn’t see them fighting and I heard that bear talking earlier about how they seized everycreature.”

“Oh no!” Ocellus cried distraughtly.

“What’re we gonna do?!” Silverstream wailed, “My aunt and cousin shouldn’t be in the claws of those terrible monsters!” She began breathing into her bag again, memories of the Storm King reemerging in her mind.

“None of them should be!” said Sandbar.

“I wish our professors were here!” Ocellus cried.

“We’re doomed!” Yona cried.

Smolder and Gallus weren’t saying anything, their eyes were wide and they’re speechless at the current situation.

“I’m never going to get to graduate! Or or let my other friends know how much the school taught me or let my kids go to the school so they can learn!” Silverstream cried, tears rolling down her face, “I’m going to lose everything I love!”

“It’s bad enough for you! How am I going to deal with this?!” Ocellus cried, shaking in her hooves.

“Everycreature...” said Spike.

“Yona wanted best night ever! Instead we get worst night in history!”

“I’ve just started to like the event before they showed up!” Gallus spoke up.

“Now all of our friends are captives!” Silverstream screamed.

“Everycreature!” Spike cried.

They didn’t listen, they were on full panic mode, clamoring with one another about the situation. Spike groaned loudly before he let out a breath of fire, startling everycreature, but it got them to shut up.

“Gee, Spike, don’t try to start a fire!” said Gallus.

“We’re surrounded by concrete bricks! They don’t burn!” said Spike. He took a deep breath in and slowly exhaled, “Look, I know this is a scary situation, but going on like this and panicking won’t help anything.”

“What do you suggest we do?” Smolder asked.

“I don’t know, but we need to put our heads together and come up with a better plan than all of this,” said Spike, he looked at Silverstream, “I know you’re scared, Silverstream, and I don’t blame you. We all are.”

“You don’t know what it was like for my kingdom back then!” Silverstream cried.

“I don’t,” said Spike, walking up to her and placing a comforting claw on her foreleg, “But you’ve been growing since then and are learning to stand up and fight for those you care about. Remember Cozy Glow?”

“Y-Yes...”

“All of you and the Crusaders came together to free Neighsay and eventually learned how to stop her once and for all,” Spike went on, “That was some good thinking on all of everycreature’s parts.”

“It was mostly Sandbar that got us out and came up with a plan,” Gallus stated bluntly.

“Even so, you all worked together to stop her and you’ve shown your friendship more and more as you attending Twilight’s school,” Spike went on, “You six are basically like another group of friends like they are, only just starting out.”

“Oh, Spike, we’re not like them,” said Ocellus.

“I think we totally are,” Smolder smirked.

“Smolder’s right,” Spike smiled, “I believe if you can get past Cozy and represent friendship, I believe you and I can come together and figure a way out of this situation. No matter how strong or intimidating those around you might be.”

“Yeah,” said Gallus, “I mean, the professors faced down many enemies from Discord, changelings, Tirek, you name it.”

“Exactly!” Spike smiled, “And if you can hold true to the magic of friendship, I’m sure all of you can start to be more like them! So, what do you say?” he flapped his wings and hovered above the six friends, “Do all of you want to work together and try to figure a way out?”

The Young Six looked at each other with some hesitance, but with Spike’s encouraging words, the fact they did stop Cozy and faced down puckwudgies when they first met, they all formed determined looks and nodded.

“Let’s do it!” said Sandbar.

“Yeah!” Silverstream beamed, seemingly forgotten her fears, “Let’s all get to being like our professors!”

“I’m so in!” Smolder pumped her fist in enthusiasm.

“So, what’s the plan?” Ocellus asked.

“Well,” said Spike as he hovered back to the ground, “I do have a possible idea on how we can get out, but I’m not sure how connected the secret passages are to one another.”

“What do you mean?” Gallus asked.

“I mean that some end in dead ends and we might have to sneak across hallways to the next one,” said Spike.

Everycreature looked at each other in concern.

“Seriously?” Smolder asked incredulously.

“I wish it was easier than that, but it isn’t unfortunately,” Spike frowned, “But I do happen to know where the entrance to the caves beneath Canterlot are.”

“Th-the caves?” Ocellus’ eyes widened.

“Caves?” Gallus asked.

“It’s a system of caves that were home to greedy unicorns that wanted to claim the treasures within it,” Spike explained, “Twilight ended up showing me one day after...questions once Cadance’s wedding was over. Anyway, I believe those caves lead out of the city and we can go out and seek help!”

“From who?” Sandbar asked.

“From anypony or creature that’s powerful enough to get word to others. We can come up with that plan when we get out of here.”

“Well,” Smolder rubbed her chin, “It’s not the most concrete we’ve ever had, but it seems to be the best option we’ve got so far.”

“Unless anycreature else has any other ideas?” Yona asked.

“No, I’m good,” said Sandbar.

“Me too,” Silverstream added. Everycreature else added their agreements and Yona nodded, she wanted to make sure they didn’t doubt Spike.

“Well, let’s get to it,” said Spike, “We don’t have any time to waste.”

“Lead the way,” said Gallus.

Spike nodded and he flapped his wings and began heading down the corridor to where they needed to go next, the Young Six faced this sudden development with some trepidation as they continued on.


Mr. Bullion is busy rearranging his bowtie as he waits for his colleagues. Before the invasion began, he’d been told it would begin soon, and five minutes later, he took cover with his colleagues as Nightfall’s forces penetrated the city’s defenses. He gazed to a broken window, seeing a tall, black tower slowly rising out of the ground.

Hearing hoofsteps, he turned to face three ponies, who're Congressponies, Shadow Prism, Obsidian Note, and Armored Spear approaching him with some slight trepidation.

As they approached, he remembered how Shadow Prism was well known for providing excellent intel about the country’s stats and is strategic in her approaches in situations. Obsidian Note had a bit of a smirk at meeting his closest business partner, he’s known to provide excellent intel on court cases for Equestria’s best interests. Armored Spear looked a little nervous in the eyes but determined nonetheless. He was mostly into the stats of the military and makes sure they’re in top form, sometimes giving advice to the captain to help him when needed.

“I was hoping you’d already be here,” said Bullion.

“Sorry,” said Note, his number one stallion, “We got a little held up.”

“Gah!” Prism spat, “What a horrible sight this city has become!” She glared at Bullion, “Are you sure that this was the best option for these...” She shuddered violently, “These ghastly creatures trot where we walk?”

“It’s just a process before things will finally be a better world,” Bullion assured him.

“It doesn’t look like it now!”

Bullion glared harshly, “If you keep complaining like this, you’ll probably land us in trouble with what Note and I have to work with!”

“Oh, don’t mind her,” said Note, “She just doesn’t want her hooves dirty.”

“That’s not the case, Mr. Note!” Prism snarled.

“Don’t argue you two!” Spear said a little earnestly, “There are minions around us.”

The four ponies looked to their right to see a couple of dark, scaly gremlins roaming the hallways. Their piercing eyes briefly looked at them, snarled, and then left.

“Our colleague knows we’re not a threat to his plan and know we want to comply,” said Bullion.

“Then what are we doing outside the throne room?” Spear asked.

“We’re here to clear up and evaluate exactly what’s happening,” Bullion turned to the entrance to the throne room, “Now, stay calm and let me do the talking unless he asks you a question.”

“Have you met him?” Prism asked.

“Only through some communication. Now, come on.”

With a roll of her eyes, Prism obliged and got behind Mr. Bullion with her two collogues as the burly brown stallion stepped through the throne room’s entrance. The congressponies followed and held back gasps when they saw the tall figure of Nightfall observing them from where the Princess’ thrones had been. The damaged throne room with the pale moon streaming its rays through the holes gave the room an eerie feeling. Nightfall waited until they stopped a short distance away.

“I could hear you talking just outside the throne room, you know,” he said.

Bullion blinked a couple of times. Then he cleared his throat.

“Nightfall, is it?” he said.

“Yes. I am Nightfall.”

Prism held back a gulp as she tried to maintain a professional look.

“We were told that the invasion would be quick and clean,” said Bullion, “And it seems to have gone well.”

Nightfall nodded, “Only too easily.”

“We’re here to...”

“I know why you’re here,” said Nightfall, “You want to ensure your family and other relatives’ safety.”

“What of my daughter?” Prism asked, causing Bullion to snort angrily.

“She’s safe as I promised,” replied Nightfall, “And we got our way of getting into the city with the intel you all provided for us.”

“And we were proud to do it,” said Bullion, “We believe that Equestria and the world deserves better than the philosophies our so-called leaders spread, and getting those pathetic common ponies to be national saviors while being unqualified to run a school of friendship.”

“It’s good you see it that way,” said Nightfall, “However, the process of getting our job done will take a little time as the darkness needs to gather.”

“How do you mean?”

“Let me show you.”

Nightfall motioned them to follow him. The four ponies followed him out onto the castle’s balcony and Nightfall motioned to a dark tower. Prism looked to her left and saw another one growing out of the ground as well.

“These towers are meant to attract darkness,” Nightfall explained, “There are four of them, and all bend towards the city where the darkness meets right above it.” He pointed upwards to the night sky, “When the towers are complete, finished attracting darkness and dark magic, we’ll be in the next phase in our conquest.”

“Will the city be safe?” Spear asked.

“You ponies are so concerned,” Nightfall waved him off, “Yes. The city will be safe as the darkness gathers. How will there be a place to rule without it?”

“And what happens when the darkness is gathered?” Prism asked.

“That’s something not be disclosed at this time. But I assure you, when we get there, I will inform you of further developments.”

Bullion sighed, “This all sounds delightful, but what of Twilight Sparkle and her friends? I mean, you sent them off somewhere but what if they somehow manage to find a way to come around and stop us?”

“As far as I’m concerned, they’re only going against me,” said Nightfall, “And I have a plan to ensure that they won’t be able to bounce back. If they somehow do, but they won’t, I have several fail safes in place.”

“What of us? This could ruin our reputation and more,” said Note.

Nightfall sighed, annoyed, “You four will be hidden and no knowledge will be had of your involvement during, after, and if this whole thing fails. Your slates are clean.”

Everypony breathed sighs of relief at that.

“Now,” Nightfall said, “Any more questions?”

Everypony gave “Nopes” “Uh-uh” “I’m good” in response.

“Good,” said Nightfall, before glaring at them, “Now, get out of my sight. You may have helped, and if you want to stay in this whole thing, you’ll do as I say.” He turned away to look out onto the landscape, “I don’t like your kind.”

The congressponies took offense to that, but Mr. Bullion held up a hoof, silencing them.

“Very well, Nightfall,” he said, “We shall oblige.”

Nightfall said nothing in response. The four ponies began leaving and as they did, the werehyena closed his eyes, as if remembering something or somecreature.

With the ponies, Prism opened her mouth.

“Don’t even say it!” Bullion growled.

“How do we know he’ll keep his word? He seems very sketchy,” Prism spoke anyway.

Bullion groaned in annoyance.


Spike kept leading the students through the passages through the castle.

“Eew! Eew! Eew! Eew!” Ocellus squealed, “Cobwebs! Cobwebs! Cobwebs!”

“Quit your squealing, Ocellus,” Smolder snorted.

Ocellus bit her lower lip as she brushed a cobweb off her face, “Sorry, webs are just so gross!”

“And the green goo changelings use isn’t?”

“Hey! We don’t use that anymore!”

“All right, you two,” Sandbar spoke up, “Stay focused.”

Spike kept telling himself to stay focused. He’s made a personal vow to protect the students no matter what, for their sake, their leaders’ sake, and Twilight’s. He hoped she was okay. Have they even found Starlight? Do they know what’s happened here? He wished that he knew, but he can’t get a message to her without a pen and paper. Unfortunately, the passages and where they’re going didn’t have anything of the sort. Maybe when they get out.

He led them to the right and they came upon some stairs. Furrowing his brows, he began thinking, trying to remember if they’re heading the right direction.

“All right, everycreature,” he said, “Up these stairs is another slab covering this entrance. Once we have a layout of where we are, I’ll get us to the next hidden entrance.”

“Does that mean we have to go through...” Silverstream gulped, “The open hallways?”

Spike nodded, causing Silverstream to whimper and hold her paper bag close.

“Purple dragon will get us out,” Yona quietly assured her, though she herself is scared.

“Just do what Headmare Twilight always tells us,” said Spike, “Be there for each other no matter what through any circumstances.” Everycreature murmured in agreement as they climbed the stairs and reached a dead end, but there are some slight slits in the concrete.

Spike grabbed the slab and slowly moved it so he wouldn’t make a noise. He removed the slab and slowly looked out.

The darkened hallways were empty; however, he could hear some footsteps and growling coming from different directions. He knew that the next entrance is down to the left and there’s a four-way intersection and the next hidden passage is down the front and to the right.

“See anything?” a voice whispered.

Spike jumped, held his mouth as it let out a muffled yelp and he jumped back into Smolder’s stomach, causing them to tumble backwards and Smolder land on her rump.

“Gah, Smolder,” Spike whispered as he picked himself up, “Don’t do that.”

“Sorry,” Smolder whispered back. Meanwhile, Gallus gave a snarky smirk and a raised eyebrow.

“As for your question, no I didn’t see anything, but I did hear noises down the hallways,” said Spike, “I don’t know how close or far away they are.”

“How can we deal with that?” Sandbar asked.

Spike began thinking, as did everycreature else. Then, Yona raised her hoof.

“Maybe Ocellus can change into one of those creatures?” she suggested.

“Excuse me, what?!” Ocellus whispered.

“Hey, that’s a good idea,” Spike smiled.

“I object to this! I’m just...”

“A changeling that can blend in with her environment,” said Sandbar.

“B-But!” Ocellus whimpered.

“Ocellus,” said Spike, “You can do it. Just act natural.”

“Like what? Like a bi-pedal being or one of those terrible dogs?”

“Whatever one comes through I guess.”

“You guess?!”

“Ocellus, you’re the only one who can ensure we’re not caught,” said Sandbar, “You acted like Rarity that one time and you’ve improvised performances of our other professors.”

“That was different! We were sneaking out and those were just for fun!”

“Come on, Ocellus,” said Smolder, “You’re a natural at pretending. Just try.”

Ocellus gulped.

“Do it for everycreature here,” said Spike, “Do it for Thorax, the other leaders, do it for Twilight!”

Everycreature gave her a pleading look, and she began to realize that she needs to do this. Spike looked to see a couple of hellhounds patrolling the hallways. Ocellus sighed and she joined Spike, looking out there as well.

“Fine,” she whispered, “This is a bad idea.”

Spike whispered on where she needed to go and she nodded. She spotted the hellhounds, and she cringed. Of all beings, why them? Quietly, she stepped out, memorized what they looked like and transformed into an exact look alike of the hellhound. Ignoring her disgust, she stepped forward with great trepidation. However, thinking on Spike’s words, she began walking forward.

She put on a brave face, trying to look intimidating as the other hellhounds. She briefly looked back to see Spike’s encouraging smile, back ahead, and continued.

Suddenly, a couple of hellhounds came from around the corner. Ocellus briefly meeped before shutting her mouth. The hellhounds came closer and stopped to look at the disguised changeling.

Ocellus briefly froze before she let out a low growl out of instinct and forced an almost convincing dark look. The hellhounds tilted their heads in confusion at the sight. Ocellus moved her stiff legs forward and began marching very awkwardly down the hallway as the dogs looked on.

When Ocellus turned a corner, the hellhounds looked at each other before shaking their heads and moving on. Spike and Smolder peeked out and Ocellus looked back around the corner to see the hellhounds gone.

Both dragons let out breaths of relief before Ocellus rounded the corner and came upon the four-way intersection. She looked both directions, ahead of her, and gazed to the right side of the wall. She went back where she came from and gave a nod to Spike. The drake smiled.

“Come on,” he whispered, “Clear for now.”

“Let’s move then,” Gallus whispered.

One by one, in a single file line, the students and Spike exited the secret passage. Ocellus kept watch for them as Spike and Smolder covered the secret entrance as best as they could. When it was finished, they reunited with Ocellus. The changeling disguised hellhound looked up and down the large hallways again before giving them another nod.

The students looked both ways to ensure they’re safe and began running (while staying quiet) across the hall. Yona tripped in the hallway, much to their chagrin.

Silverstream flew back and helped her up. The yak and hippogriff quickly joined their friends. Their eyes darted around, hearts racing as they feared somecreature could come at any...

Some footsteps began coming from directly in front of them. Hastily, Spike hurriedly removed the slab and pushed it aside.

“Hurry! Hurry!” he whispered as the students began ducking into the secret entrance. Ocellus stayed outside, spotting a couple of orc shadows making their way towards them.

“Move it!” Ocellus whispered. A few seconds later, Spike was in. Ocellus shed her disguise and ducked in. Spike reached for the slab and almost had it, only for the orcs to get too close. In a haste, he pulled his arm away, looked at the others with a look that told them “Move fast.” No questions were asked before the students continued on their way.


Mr. Bullion and the congressponies continued down the hallway, on their way to lay low until everything goes according to plan.

“I hope we got some chips and cookies in that room we’re staying in,” Spear muttered.

“Don’t forget board games too,” Note added.

“Pssah, you and your junk food and games,” Prism scoffed.

“So, when will we move to get our kids?” Spear asked, “I know Nightfall said they’re safe but...”

“The kids were on the outer parts of Canterlot,” said Bullion, “I checked before I headed over here to the castle.”

“That’s good to know.”

Heavy footsteps came down the hall, the ponies looked and spotted Ghadra with his hellhounds. All of them stopped and held their ground before the werebear gazed over to them.

“Hmm,” he huffed. He looked at the hellhounds, “No sign of them?”

The hellhounds gave low, disappointed growls.

“Grrr!” Ghadra growled, “There’s no way they could’ve gotten away without some of our minions spotting them! We should’ve had them!”

“Looking for somepony?” Spear asked.

Ghadra looked over at them, “Just because Nightfall allowed you to be a part of this, doesn’t mean I have to like you.”

“I believe answering his question is in order,” said Prism.

Ghadra snarled, threatening the group, “I’m not looking for ponies but creatures that’re friends.”

“Friends?” Bullion scoffed, “As if!”

“Just stay out of my way.”

“Hold it,” said Note, “I think I might know where they could be heading.”

“Oh? And where might that be?” Ghadra asked skeptically.

“I’ve heard that there is an entrance to the Canterlot Caves here somewhere in the castle,” said Note.

“Hey, yeah,” Bullion recalled, “Most ponies forgot that they even exist.”

“And where can I find these caves?” Ghadra asked.

“They’re in some kind of basement somewhere in the castle, it’s off limits to the public. If they’re trying to escape, it’d likely be there if they know about them.”

Ghadra furrowed his brows, contemplating on what’s been presented to him. He looked at his hellhounds.

“Let’s check it out,” he said, then he looked back at the ponies, “We’ll check it, but you’d better be telling the truth.” He gave a growl to emphasize his point before pulling out a communication orb to contact Nightfall and stomping off to go find the entrance.


With occasional glances back to make sure they weren’t followed; Spike led the students down further into the castle. Certainly, they’re going into one of the castle’s basements and the caves’ entrance wouldn’t be too far away.

“Spike, do you know how we’ll get through the caves once we’re down there?” Silverstream asked.

Spike blinked, he hadn’t fully thought of it, but he had heard something Twilight said when she’d been down there.

“She told me the further down you go, you’ll find an exit close to the bottom of Canterlot’s mountain,” he said, not wanting to scare the students, “When we get there, we’ll have to run as far from Canterlot as possible.”

“You don’t think they’d look for us way off from Canterlot, do you?” Gallus asked.

“I’m saying to be prepared for anything. These invaders are smart, trained and very coordinated.”

“I vote for getting as far from the city as possible,” said Ocellus.

“Yona does too!” the yak added.

Nocreature else answered, but they were thinking it was probably the best option to get away from Canterlot before forming a solid plan.

A few minutes later, the group of friends arrived at another dead end. Spike felt around the concrete and felt it slightly nudge from place. Beaming, Spike gently pushed the slab forward until he could see the blackened, cobwebbed filled basement. There were some old suits of armor and weapons nearby, too.

“Okay, we’re nearly there,” he said.

“Sweet, let’s get the heck out of here,” said Smolder.

Spike removed the slab and stepped aside to let the students out. Everycreature made their way out, lastly followed by Sandbar and Spike put the slab back in its place. Not wasting any time, the group made a beeline down the hallway.

Turning a corner, Spike and the Young Six came to intersection hallway. Then, they a screeching stop when they spotted the huge figure of Ghadra with a couple of hellhounds next to him. Ocellus held in a meep as they backtracked to where they’d come from.

“Now what?” Smolder whispered.

“I don’t know,” Spike whispered back, “The way we need to go is left and the entrance is the next right.”

“Well, we can’t stay here,” Sandbar whispered.

“I know, let me think for a minute.”

Spike began thinking on what he should do. Ever so slightly, he peeked around the corner to see the hellhounds sniffing the ground as Ghadra stood there like a behemoth. There’s no way to get around them. Spike’s heart hammered, how were they going to get past them?

“Ghadra?” a new voice spoke up, causing everycreature to freeze.

Ghadra pulled out a dark orb, revealing Nightfall’s face.

“Yes Master?” replied Ghadra.

“Are you in position near the Crystal Caves?”

“Yes. Thanks to those who provided the tip so nicely for us.”

“Just stay there and guard the area. If there are any escaped creatures, they might come down there provided if they know of the caves.”

“Can do. Ghadra out.”

Ghadra hung up, leaned up against the wall and began waiting.

“Well, this is just a real pickle we’re in...” Gallus whispered.

“You’re telling me,” whispered Sandbar.

Spike knew he and his friends had to get out, and this is a major wrinkle in their plan. How had they figured out about the Caves? Did Celestia divulge their existence? He hoped not. Ghadra and his hellhounds could move at any moment to the entrance, and there’d be no way to get through them. Closing his eyes, Spike knew what he had to do.

“Look,” he whispered, “I know what to do but it’s going to be risky.”

“What is the plan?” Ocellus whispered.

“I... can’t do anything about them physically so...” he paused and looked at them with sad eyes, “When they chase me, you six go the other way.”

Everycreature’s breath caught in their throat.

“What did you just say?” Smolder whispered, horrified at his words.

“It’s the only way,” whispered Spike, “And you heard what I said.”

Before Smolder could say anything else, Spike stepped out of his hiding place, Ocellus and Silverstream clapped their hooves/claws over their mouths while everycreature else’s mouths dropped. Spike strolled up to the intersection of the hall and began flapping his wings. The hellhounds noticed him and began growling deeply.

Ghadra looked to his left and saw Spike trying to sneak past him.

“Hey...” he said, “What in the world? Aren’t you one of the...” His eyes widened in realization and Spike began flying faster, “Hey you! Hold it right there!” He began running after Spike with the hellhounds, “You! Stop! Stop! Stop!”

Spike drew their enemies away, and everycreature had a look of horror and amazement.

“That...was one of the most beautiful acts of bravery I’ve ever seen...” Ocellus said, almost impulsively.

“Spike! No!” Smolder almost shouted, eyes wide with horror. Sandbar saw Smolder is about go after him, but he held her in place, “Get out of my way, Sandbar!”

“No! We have to go!” said Sandbar.

“Spike is going to...”

“I know,” Sandbar grasped her cheeks, “He did it so we could escape...”

“But...”

“Oh, Spike...” Ocellus whispered, taken aback.

“We need to get to the cave entrance, now,” said Gallus.

“Yona can’t believe this,” said Yona, her breath quickening and becoming hollow.

“Let’s move,” Gallus urged.

Smolder squeezed her eyes shut, the others began moving and Sandbar gave her gentle strokes. Letting out an upset puff of smoke, Smolder began moving with the others. The students made their way down the hall and turned right to see a chained-up door. Yona lowered her head, charged, and smashed the chains.

“Yona!” Silverstream yelped, “They’ll...”

“They are already looking for us!” said Yona, “They will find us if we do not move!”

“She’s right,” said Gallus, “Get through that door.”

The griffon opened the door and it revealed the darkened crystal caves. Smolder spotted some unlit torches in a box they can use. She grabbed them and passed them out to everycreature. With much trepidation and adrenaline pulsing through their veins, they stepped into the gapping mouth of the caves.


Nightfall smiled. He put away a dark communications orb, relishing in the fact that the third tower is beginning to take shape. The spell containing the Tree’s magic is still holding strong. However, there’s one little thing that still stands in the way. The students and that little dragon of Twilight’s.

Before he could think further, Ghadra stepped into the throne room and tossed a tied-up Spike onto the floor. Nightfall raised an eyebrow.

“You caught the little runt?” he asked.

“Yeah,” said Ghadra, “Caught him sneaking around in one of the basements.”

As Nightfall walked down the stairs, Spike looked up at him with a deep glare.

“I’ve interrogated him about the students, but he wouldn’t breathe a word,” said Ghadra, “He just kept telling me how we’ll never get away with this.”

“As per usual from opposition,” said Nightfall, getting down on one knee and locking eyes with Spike. “Let’s make this simple. Tell me where those students are.”

“Wouldn’t you like to know!” Spike spat in his face. Nightfall snarled before wiping the spit out of his face. Nightfall looked at Ghadra.

“Did you hear what some orcs reported?” he asked.

“No, what?”

“Apparently there was a slab removed from a wall revealing a secret passage,” said Nightfall, standing up. At the mention of that, Spike’s eyes slightly widened.

“Really?” replied Ghadra.

“Yeah. Maybe...” he glared down at Spike, causing the dragon to involuntary wince, “That there are multiple ones.” He knelt down to the dragon again, “Where you can get around without being spotted?” Spike’s pupils involuntary dilated, confirming Nightfall’s suspicions.

“Ghadra,” he said slowly, “Where did you find this dragon?”

“In one of the basements near the Crystal Caves, why?” replied Ghadra.

Nightfall growled and stood up, “Get down there now! He was distracting you from the students! They’re down there now!”

“Oh snap!” Ghadra ran off, calling out for the minions along the way.


As the minions and Ghadra ran to the cave, the students managed to make their way through most of the cave system. Ghadra and his minions arrived, but even though the caves were searched thoroughly, there wasn’t any sign of the students anywhere. They’d already gotten out.

Later, Ghadra told Nightfall that they couldn’t find the students, frustrating and impressing him.

“Smart, annoying creatures,” he muttered.

He sent the word out to go find them at once, when he did his first mate approached him.

“I’ll go out, find them, and bring them in personally,” Ghadra volunteered.

“Knock yourself out,” said Nightfall, “Bring them back to me in one piece, or if things get nasty...” He gave a look to him, and Ghadra got the message.


Out of breath, hearts racing, and shaking because of the adrenaline wearing off, the students stopped to rest for a little while by some large rocks. They’re far enough away from the exit they came out of.

“I... can’t believe we managed to get through those caves,” Ocellus wheezed, collapsing onto the ground.

“It was a lot of spirals, corners and mine cart riding we had to do to get here,” said Sandbar.

Smolder sat down on the ground and sulked, “Spike...” She hated that she couldn’t do anything while he saved them. She growled and threw a rock in frustration, “Darn it all!”

“Smolder, Smolder,” said Gallus, trying to calm her down, “That’s not going to help.”

“What do you know?!” Smolder snapped, standing up, “Spike was just taken by those monsters!”

“He did it for us!” Gallus reasoned.

“We could’ve done something!”

“And risk getting caught ourselves?! What then, Smolder?!” Gallus bellowed.

“Guys! Guys!” Sandbar shouted.

“We’re heroes just like our professors! We’re strong! We could’ve taken them!” Smolder poked Gallus in the chest.

Despite his anger, Gallus managed to keep his cool, “Smolder, that bear creature was strong, too! We didn’t have a full plan and Spike did the best he could!”

“And we didn’t!” Smolder shouted before turning away, kicking a stone as she stormed off and sat on a rock.

Gallus sighed and shook his head. Sandbar began walking over to her, but Gallus held up his talon, stopping him.

“Stop. She needs some time,” he said.

“Yona hate it when friends argue,” Yona frowned.

“They’re not fighting,” said Ocellus, catching her breath.

“Sounded like fighting, looked like fighting,” said Yona.

“She’s just upset,” said Gallus.

“Guys...” Silverstream spoke up, her eyes wide in horror, looking up at something, “Look...”

All of the students turned their gazes to look at what she’s seeing, they gasped in horror at the giant tower next to the mountain, the upper half forming a hook and hanging right over the capital.

“Whoa...” Yona marveled.

“What is that thing?” Sandbar asked.

“I have no idea,” said Ocellus, “I haven’t seen anything like it...”

“It’s not the only one,” said Silverstream, pointing to her right, and behind Canterlot’s spires there’s another one as well, and both towers seem to have their hooks meeting at specific points over Canterlot.

“What’re they doing to Canterlot?” Gallus asked.

Ocellus shook her head, “It wouldn’t make sense to destroy the city they’re occupying,” said Ocellus.

“Could they be for something else?” asked Silverstream.

“I don’t know,” said Gallus, “But we can’t stay here.”

“They’re likely to be looking for us in the surrounding area, soon,” said Ocellus.

“What now?” Yona asked, “Yona want to get to safety...”

“I think that’s what we must do,” said Gallus, “We need to get away and hide so we can come up with a plan on what to do next.”

“Uh...guys...” said Yona, looking up at the city. All of them looked to see a purple shield forming around Canterlot, keeping anycreature from entering it and keeping its inhabitants in.

“That’s a complication...” said Ocellus.

“We’ve got to go, now,” said Gallus.

Everycreature agreed. Smolder sighed heavily before she stood up and joined her friends. The creatures took off in hopes of getting away.

Now out in the open world and free from Canterlot, the students have a new, daunting task to do; find help. How can they move fast enough with those towers growing, the minions likely looking for them and find help in time? Whatever shall they do next, knowing they’re in massive danger?