The Pony Guard (Season 4)

by MXCDarkHorse2020


Episode 14: Midnight Sparkle and Nightmare Rarity Part One

Episode 14:

Midnight Sparkle and Nightmare Rarity

Part One

Sometime after her trip from Canterlot High, Twilight made her way back over to Pride Rock where Scar has requested an audience with her. Deep down, she plans on keeping her trip there under wraps with the personal expectation that not a single word is spoken about it. Yet what she doesn’t realize is that Scar’s 24/7 monitoring applies to her too since it proves that her true loyalties are in question. Later on and further confirmed and especially after her bonding time with Cadance and Kiara.

She flew over and landed on the edge of Pride Rock where her master is expecting her while both have calm and collected demeanor's upon greeting each other. Behind him are Chrysalis and Ushari who have also been asked to attend his latest meeting.

“Hello.” She said. “You wanted to see me?”

“Oh yes.” Scar replied with a sinister smile. “It’s time to start planning for an attack on Equestria.”

“So soon?” Twilight was surprised to hear that. Given that they haven’t found any of the keys to the Elements of Harmony, she personally expected it to come later on when they have actually obtained them all first. “I mean, not trying to question your approach, but why so soon are we planning your endgame?”

“Because the Lion and Pony Guard are starting to have hope in planning an attack on the Pride Lands.” Ushari answered with sharp eyes towards the alicorn. “Hope that might prove crucial in providing them a way to triumph over us.”

Twilight turned to the resentful changeling queen before turning back over to the lion standing up front looking for a translation of what kind of hope they have that might give them an edge over them.

“Like what kind of hope? A new magical spell that can take away someone’s magic?”

“Correct, Twilight!” Scar confirmed. “And I suppose you’re wondering how I got my powers?”

“Like with all mysteries I’ve encountered including you surviving the fire at Pride Rock, yes, yes I do.”

“Well…years ago back to the day I was overthrown as King of Pride Rock…” Scar recalled back to the very battle to where he had lost everything.


After making the mistake of indulging in some evil gloating, he’s publicly outed as Mufusa’s killer, and after pinning the blame of his crimes on his loyal hyena henchman, he lost all of his followers, and the throne after Simba defeated him in battle and sent him tumbling down Pride Rock to the ground from a fall that briefly knocked the wind out of him.

Once Scar managed to recover and sit himself up from the ground, he opened his eyes to see his now former minions approaching him, all with angry eyes directed at him.

“Ah, my friends!” He said to them in relief as he rises to his paws, unaware of why they are truly upset with him.

“Friends?” Shenzi laughed it off while turning to Banzai. “I thought he said we were the enemy.”

“Yeah. That's what I heard.” Banzai agreed with a grin to which had Scar widen his eyes in horror upon realizing they overheard him saying that in his moment of cowardly weakness.

“Ed?” Both Shenzi and Banzai asked for their thoughts.

Ed’s response in contrast to the previous times he’s laughed in a rather silly manner, is much more deviously serious and maniacal this time around along with licking his chops directed at the treacherous lion. Which means that Scar is very much in deep trouble and is facing a death sentence for his treachery just when the other hyenas slowly and menacingly approach him with vicious grins.

Upon realizing his fatal mistake, he tried really in to clear it up along with begging for mercy while finding himself backing up. “No. Let... No. L-L-Let me explain. No, you don't understand! No, I didn't mean...” He desperately begged while flinched as they corner him. “No! No! Look, I'm sorry I called you... No! No!”

But it was no use, the hyeans have all charged and leaped down towards him to maul and devour him just when the flames rise up and obscure Simba’s view on them from above.

Seeing that he is on his own this time around, Scar moved to swipe his claws at the incoming hyenas that try to attack while carrying the hyenas biting their teeth on his mane and skin. He roared in pain before spinning himself around in an desperate attempt to get all of the hyenas clinging and biting him off of him before swiping Shenzi, Banzai, and Ed near the rising flames before making a mad dash through the only opening away from the hyenas and the growing flames around them.

“He’s getting away!”

“After him!”

Both Banzai and Shenzi both shouted upon seeing him make a run for it.

Scar ran away from Pride Rock, yet had the entire hyena clan furiously eyeing him with their teeth and ambition to kill him for attempting to betray them right behind them. To him it would be suicide to attempt to stop and try to fight them all, after all, he’s injured and weak from the previous mauling and fall he took in after Simba literally over-threw him. But how can he go up against them in his current state.

He thought about while moving to climb up a nearby tree for safety, and after some quick thinking, he already had an idea. By sinking his claws into the nearby flames he mentally prepared himself for that last stand since he can feel that he is now on the verge of dying either way with what had just happened.

With a ferocious roar and leap from above, he leaped down to lunge at the hyena clan with fiery paws striking fatal hits on each hyena that he came across. By swiftly swiping and killing off every hyena that sunk their teeth into his skin, he was able to stand his ground.

Shenzi, Banzai, and Ed were all left stunned at what they were seeing more lunging over him just when he leaped over the many hyenas that tried to corner him once again while sending fire right at them.

With three hyenas making another charge at him, Scar scoops up nearby coal and hot ambers and swipes it right at them. The burning pain in their eyes ended up causing them to drop to the ground and blinded them from seeing their target already leaping over right at them for the kill. With three simple bites to the necks, they all ceased to live.

By then half of the pack was already dead, and the remaining hyenas were left stunned and filled with rage and fear at the sight of what Scar just did to their leaders before they all growled and lunged at him in a roaring vengeful charge at him. But Scar was ready for them this time, for he carried the three bodies with his teeth while charging right at them, swinging and nailing every hyena with every hit into the nearby flames.

At that moment, the very few hyenas that remained alive, all realized that they are now on the losing end of this battle and have all decided to run away in the direction of the borders of the Pride Lands never to be seen again while Scar watches on with his fierce expression not changing even after surviving the hyenas.

His victory didn’t last due to succumbing to his injuries as he collapsed to the ground with his vision fading as he takes in his final moments of living.

When his eyes opened up, he awakens to see that only his spirit is moving around the Pride Lands just when the rains begin to fall and extinguish the flames that nearly consumed Pride Rock. He looked down on his now lifeless body before eyeing all of Simba’s friends and family roaring and watching him accept his place as the rightful king of the Pride Lands.

He is now sulking that he has lost, but yet is curious to how he is still alive, like someone has provided him magical means of his spirit still lingering around and that question on his mind would be answered when he sees a sinister pair of blue eyes from above high on the moon.

Curious, his summoned spirit floated upwards towards the moon to where he is met with a very peculiar face he’d never thought he’d ever see in his life, or his case afterlife.

A tall black coated alicorn, decked with bright royal blue armor, and a long ethereal blue mane that floated upwards like magic.

“So….” The mare spoke with a malicious grin. “…overthrown by family, huh? Such a shame to see to your now former kingdom go up in smoke.” She chuckled.

“Tell me about it.” Scar huffed feeling agitated already. “…like lurking over my shadow wasn’t bad enough.”

The mare chuckled once more in response to the lion’s equally dry wits. “Well played, my friend. Someone who gets my sense of humor. I sure can tell that you and I are alike.”

“How so?” Scar questioned expecting a good answer out of it.

“Well, you see, I too ruled over a land alongside my sister, until my adoring subjects decided to worship her more.” She explained with hints of bitter resentment directed at her sister just when Scar’s ears perk up at the mention of sibling tension coming to play here while she shows him the flashbacks of her at certain moments before becoming the villainous mare she is now of her watching her overly adored older sister receiving praise for her heroism. “It got to the point I was left feeling second best and overshadowed by her, until I couldn’t take it anymore. So one night, I refused to lower the moon when it was time for night to befall on everyone and transformed myself into becoming the mare everyone now knows as Nightmare Moon.” She also showed him the flashback of the fateful night she became the mare he is seeing now. “We both fought ferociously over the dark skies, alas thanks to my sister unleashing the powers of the Elements of Harmony on me, I am trapped here on this place for a thousand years.”

“Sure must be quite a long time to be isolated like this.” Scar remarked feeling slight sympathy for her plight.

“No kidding.” Nightmare Moon hissed in reply while showing him magical flashbacks of the day he obtained his scar and his desire to overthrow his older brother. “I can tell that you’ve been through quite a lot yourself, haven’t you?”

“More than you could ever imagine.” Scar said feeling there’s not much to be said given this mare knows everything about him. “Guess we’re stuck on the same boat or moon in this case here.”

“We sure are.” Nightmare Moon agreed with a proposal on her mind for him. “And since you’re here, I have this to ask you.” Scar’s eyes locked on intently just as she is about to ask her question to him. “What would say if I gave a second chance in life to reclaim your kingdom?”

“I’d say what’s in it for you?” Scar asked in return feeling suspicious knowing a deal that good always involves a catch.

“I’ll be able to reclaim my kingdom too along with destroying my sister in the process.” The villainous mare replied. “Along with that I’ll just sleep better knowing that’s she off the throne and onto the moon for the next thousand years as payback for banishing there in the first place.”

“Oh, really?” Scar’s suspicion did not lower in the slightest since one way or another these kinds of deals tend to backfire when something doesn’t go right and that this was all too good to be true. “Everyone knows that I’m no longer a threat to them now that I’m dead. What miracle do you possess?”

“The ability to give you life and new powers for you to conquer your own kingdom back.” Nightmare Moon firmly answered while demonstrating it by holding up a ball of magic as proof. “And in return, all I ask you is one small thing. Just one small thing before allowing you to roam your world alive and freely…” She leaned in while clasped one of her hooves together. “…the location to where the Elements of Harmony, the very power used to defeat me before, are located.”

Scar thought long and hard about this, and with his hunger and thirst for power and revenge stewing on his mind, he came to make a decision.

“All right. You’ve twisted my paws, deal!”

“Excellent!” Nightmare Moon said with an evil smile of satisfication before working her magic on his spirit.

With powerful surges of magic flowing inside of him, he finds himself roaring with the sensation of life building right inside of him, until a bright light consumed him to the point it created a bright flash at the same time lightning striked far away from the Pride Lands. The sound it produced was long enough to be heard from there.

On the moon where Nightmare Moon is standing is the lion himself now standing before her in his own physical body that is now free of scratches and bruises he previously carried from his previous fights just hours ago. Thanks to her, he is now reawakened and refueled with pure evil that he is ready to unleash back on those who previously overthrew him as he looks down below with locked eyes of ambition and deviousness planted inside of him.


Back in the present day, where Scar just finishes telling her of this story, Twilight herself was mildly impressed with what she had just heard.

“Wow! So that’s how it happened.”

“Oh, yes…” Scar remarked to confirm once more it’s true. “And so you see Twilight, with the time now upon us, it is time to make our move on Equestria. Time to take down Simba, Celestia, and the Royal Family once and for all, but…” He added with the alicorn’s attention expected with this next part. “…I’ll need you to lead the attack along with Nightmare Moon’s friends on the moon for the plan to work.”

“Really?” Twilight asked feeling very surprised that she is being entrusted to lead the charge in conquering Equestria all by herself.

“That’s right, Twilight.” Scar nodded. “You have the honor of carrying out my latest plan. With special allies she had back on the moon during her time as Nightmare Moon, you’ll have the power and acquaintances needed to bring them along with the Lion and Pony Guard down to their knees. Think you can take things from there while we prepare to mount an attack when they’re least expecting it?”

This was all too good to be true for her, but seeing that he trusts her well enough she accepted it. “I think I can do that.”

“Excellent!” Scar responded feeling pleased with her response. “I’ll rendezvous with you during your visit at Canterlot late at night to tell you of the plan then.”

“Got it!” Twilight bowed and nodded before flapping her wings ready to fly on over there.

As soon as Twilight flies on over to the portal, Scar turned to Chrysalis with instructions he wants her to carry out. “In the meantime Chrysalis, fetch me Janja, Zira, Reirei, Tirek, and Mzingo. We will need their help as well.”

“Yes, Scar.” Chrysalis obeyed with a bow before flying across the currently lush plains in search for them.

As soon as both ladies have left, Scar would then turn to the direction of the portal where Twilight flew off to.

“I won’t let you down, Scar!” She vowed before flying through it.

“Oh, well that.” Scar spoke in the regards to the evil alicorn. “You can be sure. Either way, you’ll help me quite a lot with what’s about to happen.”

“And that is…” Ushari inquired with a raised eyebrow wondering about the attempt to takeover Equestria with Twilight in charge of leading the attack.

“That my friend, Ushari…” Scar said while turning to him. “…is a whole another plan in place that’ll bring us one step closer to ultimate victory.”

While looking on in the direction of the moon where hidden evil is lurking, Scar evilly laughs in mental preparation with his next big move in cementing his hold on the kingdom he now rules over.


One night, Kion is sleeping in his room in Canterlot while having a very tough time sleeping as evidenced by his moaning and groaning.

During his dream, Kion is currently running around the devastated state of the Pride Lands along with Ponyville apparently running from someone or something in this case. A mist of dark magic trying to consume and engulf him while he tries to outrun it.

“Stop! Leave us alone! Noo! Stay away!” He screamed in vain just when the mist utterly moves to consume him as his vision faded to pitch black darkness.

At the same time in a separate room, Simba was grunting and panting like he is running in his dream to which he is and likewise he too isn’t haven’t a happy dream as evidenced by his twitching restless.

“Simba! Simba!” The voice of his father cried out to him from the bottom of the cliff to where a wildebeest stampede is happening just above him. “Help me!”

“Father!” His son cried out to him from the edge of the cliff before lowering down in an effort to help him.

But while Mufusa tries to climbs his way up to him he heard evil cackling from above. He turned his head upwards to see it is coming from Scar appearing from the shadows on top of the ledge who is moving to slink towards with a reached paw in his direction.

“No!” Simba gasped in horror before turning back and further stretched his open paw towards Mufusa. “Dad!” Both Mufasa and Simba move to do everything in their power to try to reach each other's paws. “Just a little farther!” The two nearly manage to touch and reach other until…

“Gotcha!”

Simba cries out in pain before turning back and seeing that Scar is gripping him with unsheathed claws.

“Trust me.” He maliciously grinned.

“Simba!” His father cried out to him while slipping down from the cliff unable to hold on much longer.

“No!” Simba screamed in his direction when he ended up falling into the stampede to his death with a very small tear forming around his left eye before quickly and angrily turning to his treacherous uncle who caused this to happen. “Scar...”

Scar evilly cackled once more just when he morphed in Twilight with the scar on her left eye remaining in place.

“Twilight?” He gasped upon seeing what happened before his very eyes before being heaved into the stampede.

“Ha!”

“No!” He screamed as he falls down to his doom where a mist of dark magic awaits him...

It was at that moment, Simba jerked himself awake while panting and looking around the room in a panic. He turned to the window and turned to his peacefully sleeping wife before trying to calm himself down to go back to sleep at the same time Kion tries to do the same.


The next morning, Spike awoke from his bed after having peacefully slept through the night before moving from his bed to greet his friends sleeping at Canterlot for the night along with him. “Morning, Kion. Morning, Bunga. How’d you two…” He suddenly sees both standing with slightly disheveled hair and dark circles under their eyes.

“Please don’t ask.”

“Uh, you said it.”

The two both implored of the greatly troubled baby dragon.

“Not another nightmare! That’s every day this week!” Spike gasped while placing his claws onto his mouth.

“I’m afraid so, Spike, and believe me I know.” Simba said with a yawn while emerging from his room with his equally concerned wife appearing by his side. “Every night this week it’s happened.”

“Even when he tries to get to sleep he too is having them.” Nala shared while Simba tries to watch his footing. “It’s really concerning.”

“I wonder if Princess Luna can help us find out what’s going on this last week?” Spike proposed. “Surely there’s has to be a way to get rid of these nightmares so you three can all be able to go to sleep at night without waking up in the middle of the night every night.”

“I wonder if…” Bunga yawned. “…if anyone else is having these same nightmares too?”

“Only one way to find out.” Kion replied while moving in the direction of Ponyville. “Come on.” He stated with a yawn before setting out.

“Please be careful, Kion.” His mother implored of him.

“Will do.” He replied back before heading out while his mother tends to her husband by guiding him to the royal throne room where the royal sisters would be in with the hopes they have the answers they need.


Kion, Bunga, and Spike all make it to Ponyville via train with the hopes of finding their friends to see if they are experiencing the same problems.

While both Kion and Bunga look around wearing black sunglasses while Spike rides on the former’s back, they had barely anytime to react when they saw two familiar faces about to crash into them.

“Look out!” Spike having just spotted them screamed just when both Fuli and Rainbow Dash both crashed into them while Spike himself had just barely dodged them.

“Whoa, Kion, Bunga! I’m so sorry, I didn’t see you either of you!”

“I’m sorry too to the both of you, Kion and Bunga!”

“It’s okay, Fuli, you too, Rainbow Dash…” Kion accepted their apologies while dusting himself off while Rainbow moves to do the same to herself and the lion and honey badger she had just bumped into. “…we should have been paying attention.

“Sorry, we’re a little off course today…neither of us have been sleeping that great. All week we’ve had...” Fuli shared before she along with the others minus Spike sipping on his coffee all came to the same realization together.

“NIGHTMARES!”

“Not to be a pest…” Applejack said having heard it not too far away with Rarity and Fluttershy walking beside her. She notably wasn’t wearing her trademark hat today. “…but would ya mind keeping it down a bit Pinkie Pue, er, Fluttershy,” She quickly corrected herself. “I mean Kion.”

“Yes, some of us haven’t had our beauty rest.” Rarity added while wearing a pink bandana and sunglasses to cover her frazzled mane and tired eyes.

Fluttershy herself wasn’t looking too good either, still carrying the baggage over her eyes as well.

“Have you had nightmares, too? Kion quickly and urgently questioned them.

“Whenever I close my eyes, I’m struck with those ghastly images!” Rarity confirmed while placing a hoof over her face.

“Every single night, I reckon, Rarity, er, Twilight.” Applejack confirmed with after a brief misnaming again.

“The baddest dreams ever!” Fluttershy cried loudly. “Sorry!” She quickly apologized upon realizing how loud she said it. “I didn’t mean to be so negative! I think I’m a bit grouchy!”

“A bit?!” Ono inquired while swerving over in flight. “Whoops!” He ends up falling flat on his face. “Ow!”

“You okay, Ono?” Beshte asked with a yawn.

“Affirmative.” He confirmed before picking himself back up so he can speak to Fluttershy. “But seriously though, I know that was definitely grouchy, no offense.”

“None taken.”

“It’s okay to say that.” Beshte assured. “It…” *yawns* “…bound to happen to all of us.” *yawns* “Even me.”

“You guys too?” Kion asked while groaning upon seeing they aren’t the only ones plagued with these persistently bad dreams.

“Fraid so.”

“Affirmative.”

“Yep.”

“Uh-huh.”

The other members of the Guard wearily confirmed as evidenced by the dark circles under their eyes.

“But how?” Bunga wondered while letting loose another yawn. “How can we all be having nightmare’s all week! Unless…” He gasped.

“Please don’t say it!” Fuli implored of him with a shake of her head and paw on his mouth.

“What? I was going to say either that Nightmare Moon’s spirit or Scar is behind all of this. It’s not like I was going to say Twilight is having us suffer nightmares as part of some sinister plot to take over Equestria. I mean am I right?”

“Even though I just asked you not to say it, it’s admittedly quite possible.” She said feeling resigned now that the word is out and about.

“Now hold on…” Spike now wearing Kion’s shades spoke up. “…surely it can’t be all of you right? Where’s Pinkie Pie?”

“Knowing her, there’s only one place she would be…” Kyoga answered feeling a sense of dread inside of her. “…and that would mean she is probably setting up a…”


“Welcome to my slumber party!” Pinkie cheerfully greeted everyone later that night.

“…slumber party.” Kyoga moaned upon seeing the party pony having already arranged for the group of eleven friends to sleep in sleeping bags before moving to settle into her sleeping bag face-first. “Wake me up, when it’s morning.”

“No worries, Kyoga.” Pinkie was quick to give her a comforting pat on the back while kissing Gummy on the cheeks. “If anything can chase away those heebie-jeebie dreams, it’s a night with boys around to make it extra fun!”

“Just keep in mind, we’re not really getting that kind of fun right?” Fuli asked feeling a little weirded out by her choice wording.

“Of course, not silly!” Pinkie ruffled her head with a giggle.

“Good to know.” Fuli remarked before stretching her legs before trying to sleep in.

“Ooh, I’m so excited, we’re going to have so much girly fun! Right, Rainbow Dash!” Pinkie expressed while turning to said mare getting forcibly treated by the fashionista having her mane tied up in curls.

“Super duper fun.” She remarked in a deadpan manner while Rarity hums in delight as she files her nails.

Pinkie along with Bunga had the mischievous idea in their heads while sharing a devious look together with the latter tossing a pillow right at her with the former following it up with another pillow.

“Pillow fight!” Bunga shouted.

“Oh, this means war, Pinkie Pie! You too, Bunga!” Rainbow declared while shedding the cucumber’s off of her eyes before flying after the two with her pillow in tow.

The two comedians laughed while Rainbow charges after the both of them with Rarity face-palming at the childish sight.

Meanwhile, Ono along with Kion is deep into his research trying to figure the source of their nightmare’s. “There’s got to be some kind of connection between our dreams…”

“Sounds like a old-coinky dink to me.” Applejack theorized while fluffing her pillow.

“Maybe we’ll find the answer…” Ono yawned and suggested. “…later in the night, or morning. Whichever comes first.”

Knowing that his smart friend is right, he obliged himself into putting the book away before getting comfortable in his sleeping bag while Ono gets himself comfortable in Fluttershy’s hooves.

Fluttershy now wearing bow’s on her long pink mane storked the egret’s back affectionately like he is one of the many bird’s residing outside her cottage. “After such a fun party, I’m sure we’ll all sleep like baby dragons tonight.”

Said baby dragon was already sound asleep while snoring loudly.

“That would be nice.” Beshte expressed gently before moving to flip the switch to turn off the lights to the room before laying down on the floor so he can get some sleep.

“Let’s hope so…” Kion said with crossed claws. “Good night!”

“Sleep tight!”

“Let’s hope for the best!”

“See you in the morning!”

Don’t let the bed bugs bite! If so, wake me up and I’ll get them!”

Rarity, Fuli, Fluttershy, and Bunga all expressed.

“Night, Bunga! And Rarity! And Kion! And Ono! And Fluttershy!” Pinkie expressed some…

…and some more. “And Spike! And Applejack! And Beshte! And Kyoga! And Gummy! And…”

“Pinkie!” Fuli abruptly cut her off. “Please, stop.”

“Oh, of course, sorry. Goodnight everyone from the Pride Lands and every single pony in all of Equestria! And Rainbow Dash! And Fuli!”

Fuli groaned while sneaking some of Rarity’s ear plugs so she can try to cancel out any noise from the sound of her voice along with Bunga’s hoping that this slumber party is the cure for their sleepless nights.

Yet what nobody is aware is a dark alicorn accompanied with dark purple and black smoke is watching over them at that moment from the window in the shadows.


With magic seeming from her horn a few hours later…her magic worked wonders in giving them nightmares.

For Kion, he is seeing the Pride Lands now a destroyed and barren wasteland with both Scar and Twilight watching over them with a hint of remorse of care for the lifeless terrain and deceased bodies around them. All while his father gives him the ice-cold glare of disappointment.

“Your time as leader of the Lion Guard is done Kion…forever!” He stated to him who turned away with tears in his eyes.

“But Dad…I…” Kion cried just before gasping upon seeing his reflection in the pond of tears. On his face is now a scar, just like Scar’s and Twilight’s.

“You have the mark of evil, just like me and Twilight, Kion!” Scar said to him while he and the alicorn both fly over to him. “Accept your destiny! There is no other choice!”

“No!” Kion tried to assert otherwise. “You’re wrong Scar!”

“Sisi Ni Sawa, Kion!” Scar remarked while cackling once more just when Twilight works her magic into blasting him into oblivion.

For Applejack, she is faced with a barren apple farm and an angry family blaming her for the land’s decline in health.

“But…I….I did everything I could.” She pleaded with everyone to no avail.

For Fluttershy, every one of her critter friends is all running away from her with fear in their eyes.

“No, please come back!” She desperately pleaded of them.

For Bunga, his adoptive family turning away from him in disappointment.

“Oh, Bunga, we are so disappointed in you!” Pumbaa cried.

“I know! No grubs means no honey badger is our boy!” Timon said with a tone of clear disownment as he crossed his arms and turned away from him before walking away from him for good.

“But…but…I told you I tried. It’s not my fault the tree broke just before I could get them.”

For Ono, it is the sight of him looking around yet unable to see anything.

“Kion! Twilight! Guys! Girls!” Ono called out to him with his poor eyesight. “Where are you all?!”

He wanders aimlessly before coming across his friends inducting a new member for their team. A big purple-feathered eagle with a stoic expression perched on a rock where the leader of the Lion Guard approaches her with a paw on her left shoulder.

“For proving yourself in the face of danger, something that not even Ono himself could do, I hereby declare you, the Lion Guard’s newest Keenest of Sight.” With the magic touch, the eagle now sports the Mark of the Guard at the same time Ono’s fades away.

“But, but, Kion…” Ono flew over nerve-wracked over being replaced. “…it’s not my fault I breathed in a lot of smoke and ash from the volcano! One of our friends wouldn’t have survived had I not did it!”

For Rainbow Dash, being left behind by the Wonderbolts after suffering a grounding wing injury.

“Hold on…I can fly too!” Rainbow cried out to her former comrades in vain.

For Pinkie Pie, failing to entertain a crowd.

“Heh. Tough room!” Pinkie said with a forced and nervous grin.

For Beshte, facing his father giving him a look of disapproval for failing to create a proper hippo lane, straight and true.

For Fuli, being beaten by someone she feels she should have outrun in a race. A pretty cocky looking male cheetah which somehow looks very familiar to her, especially with this bit he said to her after winning.

“Mibinamet!” He said in the defeated cheetah’s face before running off for good.

For Kyoga, the sight of her family now lying dead after Scar’s attack with the most painful memory being replayed right in front of her.

“Promise me you’ll take care of her…” Her mother told both Karabi and Lite while lightly placing a paw on the both of them.

“But mom…”

“No…”

The two cried and pleaded while nuzzling their mother’s paw.

“Take care of her…” She repeated faintly before passing away with her paw dropping after her heart stopped beating.

The two siblings were left bursting out into tears while hugging their lifeless mother’s body goodbye before turning to the badly scarred sister now on the verge of death.

Kyoga was left tearing up while sleeping upon being seen that awful memory.

And finally for Rarity, is having one of her most generous gifts being casted aside in disgust.

“Yeesh! No thanks, Rarity!” Twilight said with a tone of refusal while turning away from the saddle bag she had just created for her.

“But I made it just for you…” She pleaded on deaf ears before later seeing that she has accepted a pink saddlebag from a purple coated pony with a brown mane, had braces on her teeth while wearing a pink sweater.

“Maybelle, you’re so generous…I don’t know what we’d do without you!” Twilight complimented while the others marvel at the saddlebag she was just given.

“Un- Bunga-veilable!”

“Poa!”

“That’s 200% cooler!”

Bunga, Beshte, and Rainbow all remarked while Pinkie and Ono watched on with stars in her eyes at the gift all while ignoring poor Rarity crying at being rejected.

“…She didn’t even spell your name right…” Rarity mumbled in her sleep with the dreaded thoughts of being cast aside by her friends plaguing her mind.

“We don’t need anything from you, Rarity!”

“And we never will!”

“Yeah!”

“Who needs your so called generosity?!”

“Nobody, that’s who!”

“That’s right!”

Pinkie, Applejack, Fluttershy, Ono, Bunga, and Fuli all remarked while leaving her in the dust while the others give her cold looks before turning away from her.

“Please…let me help…” Rarity called out to everyone with a futile hoof reach. “Don’t forget about me.”

Just while she cries in her sleep, she is suddenly awoken along with everyone else when a large mist of dark purple and black smoke swoops inside with it’s powerful eyes locked on the unicorn.

“AHH!”

“What’s happening?” Kion asked in alarm just when he and everyone else awakens at the exact same time.

“Hapana!” Ono yelped upon seeing Twilight herself appearing in the form of Nightmare Moon’s appearance ensnaring Rarity with her magic.

“Help me!” Rarity cried out to everyone just when Twilight whisks her away upwards out the window in a sudden burst of speed.

“Rarity, NO!” Spike cried back while just barely missing getting a claw on one of her hooves.

“Hevi Kabisa!” Kion shouted upon seeing her get abducted before her very eyes before leading everyone outside just in time to see Twilight fly away in the moon’s direction.

“Are they going to the moon?” Applejack questioned upon seeing the direction the dark alicorn is headed.

“Looks like it!” Beshte replied upon observation.

“Ono, Rainbow Dash, Fluttershy, fly after her!” Kion immediately commanded of them.

“Affirmative!”

“On it!”

“Me too!”

They all vowed before flying off as fast as they could after their friend and nemesis.

“We’re coming, Rarity!”

“Hang on, Rarity!”

Both Rainbow and Ono called after her while closing in on Twilight who catches them gaining up on them.

Undeterred, by their sudden burst of speed, she quickly turns back and sends a whip of magic right at Ono to knock him down to the ground leaving Fluttershy to fly after him to ensure he doesn’t hit his head on the ground. In addition, she also sent a magic whip that knocked and tripped Rainbow Dash up in her flight.

“Ugh!” She groaned in pain before quickly recovering and resorting to using her Sonic Rainboom to erase the time gap she gained out of it with Ono managing to hang onto the Pegasus just before she took off.

“Go, Rainbow Dash! Go!”

“Rainbow Dash!”

“I’ll be right there!”

The two exchanged just when the former closes the gap on Twilight once again.

“Hang on…” Rainbow called out to her while the two reach out to each other…

The mare holding the unicorn hostage smirked back at the two before unleashing a super powerful sprint straight off towards the moon leaving Rainbow Dash stunned and without any trace of where she disappeared too.

“Hapana!”

“Whaaa?”

The two zipped around looking futilely in trying to find them.

“No fair!”

“Aww, man!”

The two complained just when Rainbow huffs and snorts in defeat.

“Talk about bad sportsmanship…” Ono remarked.

“Now’s not the time for that, Ono!” Rainbow fired back feeling already stung that their former friend managed to stay a step ahead of them once again and actually baited them into thinking they actually had there for a second.

“Which way did they go?” Fluttershy asked upon catching up with them before being whisked away by the hoof courtesy of her childhood friend.

“Come on, speedy!” Rainbow grunted before leading her back to the library knowing that Twilight won’t be there at the time if she’s holding Rarity hostage there and stationed on the moon while reporting to Kion of their failure.


Inside the library, Applejack, Fluttershy, and Beshte are all comforting a crying and hyperventilating Spike who is taking Rarity’s abduction the hardest. “Oh my gosh! Oh my gosh! Oh my gosh! Rarity! She…She…! VOOM! Gone! Twilight?! How?”

“I don’t know, Spike.” Beshte said unsure of what to make of it either. “Whatever Scar has put her up to is a mystery.”

“Don’t worry, Spike.” Kion quickly assured while writing on a parchment of paper with Kyoga holding up a clipboard for him to write on. “I’m writing a message to Princess Celestia right now. Surely she’ll know what to do…I hope.”

“That icky stuff looked really familiar!” Pinkie pondered upon thinking about the magic accompanying her abductor just when Kyoga works her magic into sending it to the princess upon seeing that Spike is too upset to send mail her way.

“Pinkie’s right…it was in my nightmare!” Applejack recalled.

“I saw it in mine!” Fluttershy spoke up upon being mentioned of it.

“Me too!”

“It was in my dream too!”

Both Bunga and Fuli remembered seeing it too while the others share nods of agreement.

“So, there has to be a link between this…stuff, and our bad dreams. It makes sense.” Kion commented upon seeing the connection.

“Let me get this straight…” Rainbow spoke up trying to make sense of it. “…You’re telling me that somehow Twilight now has magic that somehow got into our brains?”

“Brains?”

“Zombies?”

Both Pinkie and Bunga gasped dramatically

“Yep.” Kyoga nodded. “Which means there’s only one other pony who would know how that happened.”

“Princess Luna! Of course!” Kion realized. “She’s the protector of dreams. And she was taken over by Nightmare Moon! She can help us interpret our nightmares and find Rarity!” He quickly moved to pick up another piece of paper. “Kyoga! Hold this for me again please.” Kyoga however doesn’t do so. “Kyoga?”

“That wouldn’t be necessary.”

“Why?”

Kyoga points to her who has her older sister along with Kion’s parents by her side.

“Because you can ask her in pony.” Pinkie pointed out with a smile.

“Princess Celestia and Luna!”

“King Simba and Queen Nala!”

“Mom! Dad!”

They all happily greeted with expressions to show they have never been happier before in their lives.

“Greetings everyone…” The white alicorn returned fondly. “…and not to worry for I believe a dark energy that Twilight somehow has been able to obtain has been allowing her to infiltrate your dreams. My sister may be able to help.”

And Applejack, Bunga, Rainbow Dash all wasted no time in asking the protector of the dream realm for answers.

“What in tarnation is going on here?”

“What’s Scar making Twilight do?”

“And more importantly, how do we get Rarity back?!”

“Honestly, I don’t have a clear answer for you.” She however replied while looking aside in shame like something she did in the past had something to do with it.

“But you’re the protector of dreams!” Kion pointed out while Kyoga and Fuli place calming hooves on the boy. “You must know something! Anything?!”

“Only that evil, dark forces have taken your friend to the nightmare dreamscape.” Luna merely replied. “Along with our former friend.”

Many members of the Guard gasped upon hearing this.

“But why?” Kion asked with wide eyes. “What evil could still exist after you’re freed…aside from the evil from Scar and his army?”

“Surely if Twilight knows something about all this, Scar wouldn’t have by any chance had anything to do with this? Would he?” Kyoga also asked while connecting the dots together some more.

“Let’s just blast on up there and get Rarity back! We’re wasting time!” Rainbow impatiently shouted with a raised hoof with a burning desire to take action.

“It isn’t that simple. You don’t know what they are planning…” Luna said to her while shaking her head against the idea of jumping the gun this time around before turning her head away with deep remorse once more.

“Everything okay, Princess Luna?” Kyoga asked upon taking notice of this at the same time Fluttershy sees the princess’s expression too.

“I don’t mean to be rude, but, um, is there something you need to tell us?” She also asked.

The night monarch still didn’t feel comfortable sharing the truth. “It’s…it’s troubling.”

“They all can be trusted, Luna. Tell us.” Her sister encouraged her to share whatever is bugging her deep down.

“Princess Luna, there’s nothing to be scared when you’re surrounded by friends!” Fluttershy backed her up while giving her a gentle smile to cement that they won’t think any less of her with whatever she explains to them.

Luan turned to both Simba and Nala who both share calm looks to assure that won’t turn their backs on her should it turn out to be that way.

“It’s okay.”

“We won’t judge you.”

They both said to her who reluctantly sighs before confessing of her dark secret. “Thank you, Fluttershy…” She made her gratitude towards them along with Fluttershy known before continuing. “Something is happening. Something I had hoped would never come to pass.”

And that’s where both Pinkie and Bunga both took turns bombarding Luna with multiple questions.

“Did you eat too much broccoli?”

“No.”

“Sleep through your alarm?”

“No.”

“Use salt instead of sugar?”

“No.”

“Accidentally wear your shirt backwards all day?”

“No.”

“Realize your mom was right about everything?!”

“No.”

Kyoga quickly moved to levitate them away from the princess so she can continue with her explanation uninterrupted.

“When I was trapped as Nightmare Moon, I thought I could show everypony how special I was by making them fear me. The Nightmare Forces somehow knew exactly what to say to convince me…to give me their energy and hate. After my curse was broken by the Elements of Harmony, I believed the forces of darkness would wither and die…but I was wrong.”

“Legend says that if the Nightmare Forces can harness enough strength through the cycle of the new moon, they are granted one more chance…”

“One more chance to what?” Kion inquired.

“To claim what Nightmare Moon promised…an all-powerful kingdom of their own!” She answered while speaking in her bombastic Royal Canterlot voice while startling everyone from the Guard in the process.

“It’s time for action, not shuffling our hooves!” Rainbow declared while pounding her hooves together.

“Yeah!” Bunga agreed while adopting the same pose as the cyan-eyed pony

“Like what?” Kion asked the two of them.

“Anything! Everything! We could…dress up like ninjas and be the darkness itself!” Rainbow replied while swinging her arms around.

“Heck, we can even perform a sneak attack on them.” Bunga also proposed earning himself confused glances from everyone. “What? I’m not thinking big enough, am I?”

“Not if you’re thinking over the top of your head.” Kyoga quipped just when the ready to tussle Pegasus pony and honey badger had two flower pots fall on their heads. “News flash, we already have an enemy who is the princess of darkness in case you haven’t noticed the mare taking away our friend.”

“Ow!” Bunga complained while rubbing his head looking around for where that came from.

“But how in tarnation do Twilight and Scar know about the Nightmare Forces? Surely, if this is their plan, how would they know about something that only you would know?” Applejack inquired while placing a comforting hoof on the baby dragon sucking his thumb and cuddling his blanket.

Princess Luna sighed with another confession in light that she is clearly going to hate having to tell. “Because…I told him about him all about it.”

Everyone was deadly silent upon hearing those words.

“What do you mean?” Simba asked while wondering where she is going with this.

Luna lowered her head in shame as she further continues. “…some time before returning from my thousand year banishment to the moon, I ended up crossing over to your kingdom just after you defeated Scar.” She recalled the memory of the Battle for Pride Rock. “…Back when I was under the dark influence, I summoned his spirit just after he perished from his injuries against the hyenas he betrayed. From there, I learned all about him after we talked together. After talking with him and sharing a common ground in regards to our siblings in our past that led us to where we are, we ended up making a deal together that would benefit us both.”

“What kind of deal?” Fuli inquired feeling more and more worried deep down with where this is leading just when Luna turns away from everyone.

“A deal where in exchange to leading me to the Elements of Harmony…I would gift him life and magic of his own…”

“WHAT?!” The Lion and Pony Guard all exclaimed with Ono fainting and falling onto his back on the ground.

“Luna!” Celestia exclaimed with this revelation in light.

Simba himself was very shocked as evident by his wide eyed expression. “You did what?!” He gasped.

Luna moved to face him and the others. “…I brought him back…” She repeated and choked out before explaining herself more of why that happened. “…and that was before really learning more about him and what he actually did to obtain his illegitimate power. I was so blinded by anger and resentment in wanting to defeat my sister that I never stopped to think of the consequences that had befallen upon all of us.” She said while filled with pain and regret upon seeing the damage this mistake had caused for both worlds.

It was there nobody knew what to say or how to react to all of this. On one paw, it was shocking and baffling that she made a deal with the devil during her time as Nightmare Moon. On the other paw, it was pretty clear that she wasn’t fully in her mind when interacting with him at the time and was clearly remorseful upon realizing now of what her actions had led to.

To Kyoga, it all made sense to how she is still alive to this very day. A revelation that explains how it all happened to her too. Only question left to ask her later is, what did the former villainous mare see in her to grant her this opportunity and being allowed to live her life to her fullest extent after Scar’s attack on her.

Luna knowing of what they might say should she try to apologize for her mistake, instead moved to focus on what’s really important while turning back to them. “And as members of the Lion Guard who share a special connection to the Elements of Harmony, which have defeated the dark forces before. Now they will come after all of you…the only ones who can defeat them…and destroy your home…”

“PONYVILLE!” Everyone exclaimed off the top of their lungs with Ono who had just regained consciousness passed out once more.

“Holy feathers!”

“We need to go get Rarity back home in a jiffy before Scar inflicts the same fate on Twilight!” Applejack declared before moving towards the exit.

“Hello? Everypony?! Everyone?! That’s what I’ve been saying this whole time!” Rainbow yelled while flying alongside her and Bunga.

“About time somebody came to see things our way!” Bunga added while tossing his arms up feeling like he and Rainbow are the only ones who truly get it.

Princess Luna however firmly voiced against this. “No! I will go investigate. Alone. The nightmare dreamscape is filled with your worst fears. Its denzins will not hesitate to use them against you. Neither will Scar nor Twilight show any of you any mercy. It’s no place for regular ponies and Pride Landers.”

Both Rainbow and Bunga took offense to that.

“”Regular” ponies and Pride Landers?”

“Excuse us?”

“Young Bunga and Rainbow Dash, this isn’t personal. It’s about trying to find the true way to defeat Scar and Twilight without risking any of your lives in the process for as I recall we don’t know how to defeat them. In fact, we’d be lucky if we can defeat either one of them alone.” Luna clarified to ease their tension before it could grow to remind them of how dangerous they are.

Kion acknowledged to what she meant to say and what kind of danger they are facing should they try to face either one of them. Even if they were able to defeat the Nightmare Forces and Scar’s army, they don’t know how to defeat Scar or Twilight themselves.

“I’d hate to say it, but I’d have to agree.” Kion spoke up earning him surprise from two of his friends.

“WHAT?! WHY?!” They exclaimed in unison before eyeing each other and actually slapping each other for actually gaining the habit of doing this kind of thing.

“I’m serious!” He repeated. “We don’t know how to defeat Scar himself or even Twilight herself. I mean, how exactly can we go against either of them and come out alive?”

“Well…” Kyoga thought of an idea. “…we do have a lioness who has been gifted with these magical abilities by the Princess of Night herself back when she was Nightmare Moon herself, so should we encounter either of them and recruit some extra help outside of Equestria, we might be able to stand a chance against them.” She then placed a paw on her chest with a vow that this is something they can handle. “If we have to face our fears to get Rarity back, and if we’re lucky make even Twilight back, then that’s what we’ll do.”

“Yeah!” Pinkie cheered in agreement in contrast to the frightened Pegasus and egret both cringing at the idea of going up against them.

Both Simba and Celestia exchanged a look with each other pondering about this more before leaning on supporting Kyoga this time around. If this might be endgame for them, this might be their last opportunity to save Twilight before succumbs to complete darkness inside of her along with beating Scar, so it’s in their best interest to capitalize on this situation.

“I must agree with them, sister. The Elements of Harmony are very powerful…”

“…along with my son and his Guard. And since they managed to save you from the darkness inside of you at the time, together they might have a chance.”

“But what about Ponyville?” Luna wondered.

Celestia gestured to both Simba and Luna and herself in answer to her question. “We will help Ponyville prepare. We’ll try to get some of the Pride Landers to help defend us from Scar’s powers along with Princess Cadance and Shining Armor.” She then turned to the others. “You all must save Rarity and if you can Twilight and stop the attack.”

“But, how do five ponies, two lions, cheetah, egret, hippo, and a honey badger get to the moon?” Fluttershy asked.

“Yeah, because breathing’s impossible up there without the proper breathing equipment needed.” Ono added. “Common knowledge, really.”

And once again, Rainbow Dash spoke her mind with another irrational thought. “Okay, hear me out…we get an enlarging ray, and shoot me with it. Then I’ll carry you all to the moon and…surprise… a million ponies and Pride Landers will jump out and stomp those moonies to bits!”

Bunga snickered while trying to hold back laughter. “Moonies!”

“Grow up!” Fuli sharply barked at him not in the mood for dirty humor right now.

In answer to Ono’s realistic concerns the sun monarch winked in response. “I know a way…”

“I hope your friend is brave. The Nightmare Dreamscape is not for the faint of heart.” Luna expressed hoping she is not making a mistake in entrusting them with helping handle her mistake while specifically eyeing Pinkie Pie donning a cheerleader outfit for a cheer.

“Rarity is strong as an ox, riding a fox, trapped in a steel box, using her teeth for locks!”

“Hey that rhymes!” Bunga smiled

“Thanks. Just thought of it in my head.” Pinkie giggled.

“Pinkie Pie’s right…” Applejack agreed with the point she just made. “…I think…” to an extent. “…Rarity would never back down if she didn’t want to do something!”

“And she did manage to handle herself pretty well when captured by the Diamond Dogs.” Ono recalled.

Once more, Rainbow was making her annoyance that they are still here clear again. “But she wouldn’t have to do anything if we were there saving her! Wait, idea!” She then sarcastically remarked in agitation. “Two words: Time machine! Is this thing on?” She screamed.

“I know…” Pinkie commented to her friend with an annoyed glance herself. “It’s like we’re speaking cowhili!”

Spike himself readied his claws for that fight. If it means a shot on getting two friends he hold dear to heart back, he’ll take it.

“We’ll all have to be strong for Rarity and Twilight. More than ever.” Kion vowed with the mindset and goal to prevent that battle before it can occur.

“We must move fast.” Luna said to everyone in the Guard while the thought of her old castle throne room dreading in her mind at the moment. “We don’t know how long Rarity’s bravery will protect her from both Scar and Twilight.”

After everyone else has exited the library, she turned her back from the direction of the door with a solemn expression of regret seeing of how some of her actions on the moon has created so much trouble for everyone in both Equestria and in the Pride Lands all while recalling the memories where she's been faced with the cold reception from her first appearance in Ponyville on Nightmare Night after a thousand years to warming up to friendship thanks to both Twilight and Kyoga. Upon recalling the happy memories thanks to both Twilight and Kyoga she began to have her faith somewhat restored thinking things will be okay in the end.

At the same time, Twilight looks down on everyone down on Earth from the moon with a similar look of regret like she is internally questioning herself before shrugging it off so she can continue carrying out of what she believes is necessary for the good of the two worlds.

Tell Me Lies

After she was done singing she privately smiled to herself until she heard her sister's voice call after her seeing that she hasn't followed after them for the last few minutes.

"Luna!"

"Coming, sister!" She called back before composing herself and flying out of the library after the others who are all waiting for her.


Said pony in distress is already screaming in fright and starting to lose it as she finds herself completely restrained by the dark magic holding her hostage to Luna’s former throne on the moon.

“Seriously? I’ve had bad hair days more intimidating than this. Show yourself, Twilight Sparkle…” She barked. “…then take me home, immediately…” The magical chains tying her down just when said mare herself appears before her. “…if you can of course…” She nervously gulped just when the winds accompanying her and the Nightmare Forces around her while Twilight approaches her with a menacing grin.

“Of course, Rarity… Of course...” Twilight calmly replied still sporting a dark smile towards the frightened unicorn with the sinister eyes of the Nightmare Forces appearing behind her.

“Oh, dear. That is definitely a step up…” Rarity remarked while watching on with one open eye. “…and good show from your wooshie buddies…”

With Rarity held captive, Twilight locks her with her ready to enact the next part of her plan in her bid to take over Equestria...