The Pony Guard (Season 5)

by MXCDarkHorse2020

Episode 41: The Cutie Remark and the Scorpion's Sting Part Three

Back in the Pride Lands, the rest of the Pony Guard have all regrouped near Pride Rock where each of them are all looking confused and concerned with what has happened already given the rest of their friend’s sudden disappearance.

“Any sign of them?! Because I’ve seen her since this morning.” Rarity urgently asked of Pinkie who had just visited the castle to check up on them.

“No.” Pinkie shook her head. “She and the other’s weren’t at the castle.”

“She wasn’t around at Sweet Apple Acres.” Applejack added having come up equally empty-hoofed too.

“Or around my cottage.” Fluttershy also added.

"Or the castle at Canterlot." Sunset further added.

“Or anywhere nearby. Believe me I even checked and scanned every part of the kingdom left and right.” Rainbow added with sure eyes that tell it’s the truth.

“And the same can be said in the Pride Lands and Outlands for that matter.” Kyoga pondered in thought. “You think something else happened like anything magical?”

“Maybe.” Pinkie replied unsure herself. “Depends if she happens to have any time traveling spells back home, assuming they didn’t get blown into smithereens along with her castle and…” She gasped. “...time travel!”

Sunset groaned as she face hoofed herself in realization. "Of course!"

“Oh, no.” Kyoga also gasped just knowing the dangers tampering with the past has on everyone in the current timeline.

“But I thought Twilight said it is something that is a force to never be reckon with?” Applejack brought up.

“She did. That’s where she, Starlight and the others are.”

“But if that’s true, then that’s means Scar’s plan is underway!” Rainbow Dash reacted in horror as she looked around the skies trying to find anything unusual lurking around while Sunset did one last scout of Pride Rock.

While this was happening, Sumu took the time to stealthily make his way towards Pride Rock while everyone else has their backs were turned.

At the same time, that’s when the whole Kumbuka celebration has started to kick off since they were just given the green light to proceed forward with it as planned.

“Royal Family! Pony Guard! Herds of the Pride Lands! Ponies of Ponyville! Welcome to the great Kumbuka celebration!” Rafiki announced to everyone at the edge of Pride Rock where the rest of the Royal Family are standing from behind.

Everyone including Bunga all cheered with high praise towards the savior of the Pride Lands who tries to keep sharp while trying to enjoy the celebration at the same time.

“Now this is what I call a party.”

“Bunga!” The others scolded in a hushed whisper. Seeing them had him give a nervous and apologetic smile and chuckle before regrouping with the others as Rafiki and the others sang their praises towards their king.

Good King Simba

While everyone was singing and dancing to the tune, Sumu managed to make his way under Pride Rock before moving to climb and sneak up on Simba who is unaware that the scorpion is on his tail. Once he was there, he quickly and silently aimed his stinger right into the lion’s tail who immediately felt it when it happened. In just seconds, Simba himself didn’t feel great before passing out and everyone all gasped in shock when they saw their king fall before their very eyes.

“Simba!”

“Your Majesty!”

“Daddy!”

Nala, Rafiki, and Kiara were the first to react in horror.

“The king!”

“Oh, no!”

Both Rainbow and Fluttershy stated equally shocked when the former had just did a through scan of the Pride Lands.

“No! My baby!”

“We're coming, Simba!”

Timon and Pumbaa gasped who both also ran up to Pride Rock along with the others just when Sumu made his escape to which Sunset herself managed to spot out in time.

“Dad! Daddy! Are you okay?” Kiara cried in a vain effort to get up him on his feet.

“My...tail.” Simba uttered before losing consciousness.

Rafiki wasted no time in looking at the king’s tail before finding the sting mark Sumu had left behind. He gasped when he saw what had happened while everyone else has been distracted. “You have been stung. By a scorpion.”

“Rainbow Dash! Find that scorpion!” Applejack quickly ordered.

“On it!” Wasting no time and in a matter of seconds she was able to spot it making his way back to the Outlands. “There you are.” She said to herself before taking the time to alert the others before flying off ahead. “There's a scorpion running toward the Outlands! A big black one with creepy red eyes! It’s gotta be him!”

“Then we gotta catch him!” Kyoga stated before she and Applejack led the others on over there.

Already on the scorpion's tail, Sunset wasted no time in trapping Sumu in a magic bubble where she wasted no time in shooting her angry eyes at the stinger's treason. But before any words could be exchanged the scorpion managed to poke out an opening out of the bubble and managed to leap on towards the unicorn who was forced to leap away before and without getting stung herself. With this quick opening, Sumu wasted no time in leaping into an escape hole he just created while Sunset grunted in frustration that happened.

“Follow me, everyone!” Rainbow yelled out while rushing on over with a lock on the scorpion that stung the lion king. “Gotcha!” She rushed on over there in a fraction of a second but by the time she managed to get to where the scorpion is, it already managed to dig a hole into the ground causing her to crash and eat dirt because of it. “Yuck!” She yelled out as she spit out the dirt in disgust.

“Rainbow, you okay?!” Applejack asked as she rushed onto the scene.

“Yes and no! But that’s not important!” She pointed towards the hole Sumu disappeared into. “Our treasonous stinger went in there!”

“I'll get him!” Pinkie quickly worked her tail like a drill and powered herself down the hole as fast as Rainbow Dash can fly while said mare flew up trying to spot out the scorpion again.

“Pinkie! Did you get him! The scorpion just came out of another hole in the Outlands like he was digging through a tunnel!”

Said mare just appeared right out the tunnel Sumu just climbed out of it. “Freeze!” She shouted towards the scorpion. “By the power invested in me and in the name of the king, you are under arrest for…” She suddenly felt intimidated by the scorpion’s stinger when he stopped and glared at her with his bloody red eyes. “...treason...in the...Pride Lands.”

“Oh, really? Then bring it!” He dared of the frighten pink pony who immediately created a wet spot on the ground she was standing on like a frighten puppy before yelping on away.

Rainbow who had arrived on the scene was quick to follow suit due to how menacing and deadly he looked. “That's right, scorpion! And don't come back!” She yelled out from the Pride Lands while trying to save face for what had just happened before moving to regroup with the others back on the other side of the border. “And before you say anything, he could not be caught.”

“Let me guess…” Applejack began. “...he was mighty intimidating, scary, and full of deadly venom.”

“Uh-huh.”

“Yep.”

Both ponies returned in shame.

“In all fairness, I would too because they truly do have deadly venom.” Fluttershy consoled. “I remember Ono telling me all about them once when I asked of which creatures in the Pride Lands are the most dangerous so I’d know where and when to steer clear of them.”

“And you didn’t think to mention this earlier?!” Rainbow returned rather irritated at her childhood friend.

“Because scorpion’s like the one that stung Simba never bothered to come across anywhere in the Pride Lands before. Not until now.” She defended.

“Easy, Rainbow Dash!” Applejack had to hold her friend by the tail to keep her getting all mad at her about something that isn’t worth pursing. “You can’t blame her for this! There was no way of knowing when scorpion’s come around these parts of the Pride Lands.”

“Applejack’s right, darling.” Rarity agreed. “We never even seen this creepy and disgusting crawler before.” She then shuddered as she pictured Sumu in her head. “Ugh! Anyway she clearly didn’t know who this scorpion was nor plan this. She doesn’t even have the heart for this sort of thing.”

"Even at her worst, she doesn't." Sunset bitterly said to herself while face-hoofing herself again still mentally kicking herself that she couldn't maintain her grasp on that scorpion.

“That’s true considering that we do know who really sent him.” Kyoga said in agreement. “And now that he’s gone, let’s go check up on the king.”

“Let’s.”

“Oh, I hope he’s okay.”

Both Rainbow and Fluttershy expressed before they all moved to head on back to Pride Rock. And when they arrived there they found both Timon and Pumbaa wailing and sobbing like babies at the entrance to the cave.

“How is he?” Fluttershy asked.

“Don’t ask! Don’t ask!” Timon answered as they both continued to scream and sob their hearts out.

Getting the idea, Fluttershy quickly flew inside while Rainbow moved to push for more details from the two.

“It’s that bad?” She asked in worry.

“Actually, we have no idea. But that's why you shouldn't ask us.” Timon admitted before resuming his sobbing along with Pumbaa.

“But then why would you...Ugh! Forget it.” Rainbow groaned before flying inside to see how bad it is and by finding Fluttershy with her hooves to her mouth while tearing up is any indication. It really is unspeakable bad. “Oh! That bad!”

“Mmm-hmm.” She cried while burying her face in Rainbow’s chest.

The others had all made their way inside and they were all equally horrified and disheartened with what they were seeing.

“Oh my!”

“Simba!”

"It is that bad." S

Rarity, Applejack, and Sunset commented as small tears came out from their eyes as they see Simba in a comatose state and on death’s doorstep. By his side were the mandrill’s at work trying to heal him and his wife and daughter both equally disheartened. A sight that had Pinkie bawling her eyes out like Timon and Pumbaa.

Kyoga managed to steel her nerves as she is the first to approach the lionesses to learn the full scope of the scorpion's sting. “How is he?”

“Kyoga. The scorpion's sting has made your father very ill.” Nala solemnly replied.

“Well…” Rainbow began trying to figure out a way to save him while comforting Fluttershy. “...Then we've gotta do something! We've gotta help him!”

“We're trying our best to help him, Rainbow. We just haven't figured out the best way to help him!” Makini honestly responded wishing the same too. If she knew she would immediately do so.

Just then Rafiki immediately figured out what they can do to help them. “Wait... Wait.” He laughed when the solution came to him. “Of course!”

“What?! What is it?! What can help?!” Rainbow urgently asked.

“Volcanic ash! It will pull out the venom!”

“Really?!”

“But only if we get it in time.”

“Of course!” Kyoga realized. “Volcanic ash is only found at the top of a volcano. But the closest volcano is…”

“In the Outlands!” Applejack finished as she looked on in the volcano’s direction. “And that’s where Scar is waiting for us!”

“Yeah!” Rainbow remarked as she briefly gulped before regaining her composure for the dying king’s sake. “Don't worry, Rafiki. I'll go get that ash for you.”

“Ya mean, we will.” Pinkie cheerfully stated while smiling and standing by the other’s side.

“But…” Rainbow tried to argue against the idea before quickly giving up since time is at the essence here along with seeing Sunset's stern glare. “...all right!” Pinkie *squeed* in response while hugging her before being pushed away. “Just save the hugs, cheers, and parties till after all of this is over.”

“Yes. Yes, Pony Guard. Go to the volcano!” Rafiki quickly agreed with the idea before giving the Guard a gourd to carry for the trip. “Put the ash in here.”

“Good thinkin', Rafiki. The ash'll be in safe hands with me!” Pinkie happily stated while bouncing around with before losing her balance and caused the gourd to crack when it landed on the ground. “Oopsie.”

“Hmm, yes.” Rafiki was able to get another gourd before handing it to Makini this time. “Makini. Go with the Pony Guard. They will keep you safe, while you keep the ash safe.”

“Oh, I will, Rafiki!” She promised while tying the gourd to her staff. “I'll do more than keep it safe. I'll keep it really, really safe!”

“I know you will…” Kyoga pulled out her saddlebag before pulling out a few more gourd’s to place inside it. “...but just to be sure along with the idea it might help the others.”

“Oh yeah!” Makini also realized. “If it can heal Simba then it should work wonders with Celestia, Cadance, and Shining Armor.”

"It can?" Sunset asked with hope and amazement that will remedy the deadly ailments of the Royal Family.

“It can indeed.” Rafiki agreed before speaking to the Pony Guard in a serious tone. “Pony Guard. You must get the ash back by sundown.”

It didn’t take one look for them to see Simba’s current state for them to grasp the severity of the situation.

“Understood.” Sunset nodded on behalf of the team.

“Makini, Pony Guard, let's go!” Applejack then stated while leading the Guard on over to the Outlands.

At the same time, Sumu has made his way back to the caldera where both Scar and Ushari are waiting for him.

“Well done, my scorpion friend.” Scar commended. “Only volcanic ash can help Simba now. Which means the Pony Guard will be on their way here to get it.” He then turned to the cobra by Sumu’s side. “Ushari! Tell the others to get ready. The plan is in motion.”

“Ccccertainly.” He replied with an obedient nod.

“You want the Pony Guard to come here?” Sumu asked slightly confused of his boss’s angle.

“Oh yes, Sumu.” Scar confirmed with an evil smile. “You've helped me set the perfect trap.” He then laughed evilly as he sees everything coming together as planned.

With the Lion Guard accompanying Twilight trying to stop Starlight, Princess Luna along with Karabi and Lite too busy working her magic in keeping the former's sister, along with the newly weds, and future foal in the royal family alive to help, everything is paved down for an easy takeover.

Meanwhile the Lion Guard with the now healing Kion along with the Pony Guard Leader Twilight are all surrounded. Ponies were painted with green markings holding spears to their faces. Among them were Fluttershy and Pinkie Pie, but they did not recognize them nor did act like the ponies they know.

Judging from the green surroundings of the area, this not the timeline where King Sombra is ruling and winningc complete with bloody battles and injured ponies. This timeline however, consisted of ponies resorted to living in the Everfree forest, being forced to cover themselves in mud and face paint. The one thing in common with the other future is the fact that it’s showing of what had happened had another enemy took over Equestria along with the many ponies having given up their faith in friendship and compassion in order to survive. Only this time, it is under the rule of Queen Chrysalis and her changeling army.

"Wait! We're not changelings!" Twilight insisted, imploring of them to listen to her. "We're ponies! And he's a dragon!" She explained while pointing to herself and Spike.

Pinkie Pie aimed her spear at Spike's throat threateningly. "A likely story! Do something dragonish!" She demanded of him who belched causing a single green frame to come from his mouth. The flame caused smoke to cloud Pinkie Pie's face, who wheezed and slowly backed away. "That works!"

"The servants of Chrysalis will do anything to save their evil skins!" Fluttershy stated while pointing her spear at the group. Her eyes darting upwards to the strange creatures that aren’t ponies. "Especially fresh meat from strange creatures!"

“What?!”

“Excuse us?!”

“That wasn’t very nice!”

“Yeah! That was very rude of you!”

The rest of the Lion Guard, exclaimed simultaneously, feeling very offended by the comment.

"Stop!" A voice commanded of Fluttershy from among the tress as the figure emerged. One also wearing a green mask, but is also a zebra, carrying a green saddle bag filled with all sorts of pitons and herbs. She wore two golden hoop earrings around her ears as well as a long golden necklace around her neck, Zecora. Only she has a longer mane, still in its Mohawk style but with a single braid tied to the left side of her head. She leaped from the tree in order to inspect these trespassers.

"If they are changelings we'll soon see, though I think they're not what they appear to be."

"Zecora! Please, you have to listen." Twilight pleaded as she attempted to step closer to her old friend, only to be held back by a spear.

“Yeah! We’re not them!” Bunga exclaimed defensively.

Both Pinkie and Fluttershy weren’t convinced.

“Oh yeah?!”

“No we’re not!”

“Then prove it!”

Fluttershy moved to jab her spear on Fuli’s body thus greatly annoying her. In fact, annoyed her to the point she swiftly spun around and kicked the spear out of her hooves and sent it flying into a tree to the far side of the forest. It was there that the tribe of ponies gasped in shock.

"What now? Did we not help our cases by defending ourselves?!"

Zecora stepped closer, inspecting the cheetah. "Changelings seek love to devour, but unlike them, you did not cower." She commented, speaking in her normal rhyming voice. She took a single bowl from her saddle and dipped her hoof into it, covering it with the same green substance the other ponies wore on their faces and bodies. "Beneath this salve, no changeling hides, for it reveals the truth inside." Zecora covered Twilight's face and parts of her body with the green paint, and the same was done to Fuli, Spike, Bunga, Beshte, and Ono.

And as for Kion, well Twilight had to give him support as Zecora supplied the makeup to his face. Even with the venom now out of his body, it is still going to take a while for him to fully recovery to the point he can walk and run again.

A few seconds passed and each of their bodies began to glow brightly. The tribal ponies gasped for this had never happened before. If somepony placed the paint on and did not change then they were not a changeling, but this was the first time anypony had ever glowed. Zecora was quite fascinated by this, and unlike the others, she showed no fear in approaching them.

"What does it mean?" Pinkie asked, too afraid to go near these strangers.

"The meaning is far worse I see, for it is we who should not be."

"I think I can explain." Twilight said.

"If you could at least draw back all the pointy spears, Yeow!” Bunga felt part of a claw get chipped because it while chuckling with a nervous gulp “Please?”

"I'm sure you can, but let's not talk here." Zecora said while leading the way away from where they are standing. "Chrysalis and her army will soon draw near!"

The group followed the wise shaman zebra deeper into the Everfree forest with the tribe of ponies close behind. As they walked they spotted more and more ponies, some more familiar than others, each one covered in the same green mud makeup, unquestionably to ensure that they would not be deceived by the changeling's tricks.

"So, why are you all hiding from Queen Chrysalis?" Ono asked while flying beside the zebra as everyone else walked deeper into the woods.

"The changelings took over not long ago, though I'll wager in your world that isn't so."

"Chrysalis and her army tried to take over Canterlot, but my friends and I stopped her!" Twilight explained.

"Those friends as you know them are not here, alas. But tell me how all this came to pass."

"Starlight Glimmer, a pony who traveled back in time to stop my friends and me from ever coming together! And she's also managed to keep us from meeting Kion and his friends."

"By the tone you speak, I can tell your bond is quite unique."

"It is. In fact, if it wasn't for our friendship our world wouldn't even exist."

"And it is this bond you have in life that keep Equestria free from strife?"

"I guess so."

"I’d say definitely!” Fuli stated with great certainty.

"But this is the second time we've come back and this world is just as bad as the last one!"

"And the same happens in the Pride Lands as much as what happens in Equestria, because we too have a horrible future without the Lion and Pony Guard around to protect it!" Fuli added.

"But if Starlight keeps doing the same thing in the past, how could the present be so different? I mean how is that Queen Chrysalis is ruling Equestria instead of King Sombra." Ono asked.

"Ah, time is a river…" Zecora explained, stopping by a small little river and placed her hoof right in the middle of the running water, causing it to shift on a different course that it was before, "…where even the tiniest changes seen can lead to a cascade of effects downstream." She said before continuing ahead.

"So, any small change Starlight makes can effect the future so much that it becomes…this?" Ono asked, becoming more and more interested with the knowledge that the science of time travel possesses. It certainly was a very complex and delicate subject, quite so. No wonder why Twilight emphasized of why messing around with it is a very, very, bad idea.

"I guess so." The princess agreed. "And judging by how messed up your world became if we had never met…I can only imagine how it must be now."

Zecora led the team to a curtain of vines. "This part of the forest is dark and damp, but it's done well to hide our camp." Gently, she pulled them aside to reveal their secret hideaway, a campsite for refugee ponies hiding from the changelings. Homes were made out of wood with roofs out of leaves from trees, colorful bottles with herbs inside dangled from the trees and doorsteps for easy access. Ironically, it looked livelier than the alternate Ponyville did in the previous future not to mention the Pride Lands during Scar’s reign in both timelines.

A little filly ran up to her father upon seeing the strangers enter the camp. Despite the fact that they were with their leader, they were still wary of whomever entered their campsite. Spike waved hello at the filly, who quivered in fear as she held her father closer.

Bunga looked on in amazement with what he was seeing. "Wow! Not bad for a handful of ponies having to rough it out here!"

A loud shriek was heard among the bushes where three figures emerged. The Lion Guard immediately recognized them when these are ponies they know. Rarity, Rainbow Dash and Applejack. They panted in exhaustion once they arrived at the camp, their bodies were covered in cuts and bruises, along with having their manes and tails tangled with vines.

"Please, you have to help us!" Rarity begged.

"The changelings attacked Ponyville!" Rainbow exclaimed, her wings nearly torn to pieces along with a single chipped ear. "We barely escaped with our lives!"

Bunga was so happy to see them again and was ready to run up and hug them. However, he was stopped when Zecora shielded him from them, much to his confusion.

“What gives?!”

"The only changeling attack I see is the one that come here looking for me!"

“What are you talking about...you mean...oh no!”

Applejack, who was standing behind Rarity and Applejack, slowly approached the zebra. Rarity and Rainbow Dash's terrified expressions shifted to ones of evil intent and hunger. Applejack lifted up her hat, her green eyes looking down at the zebra while smiling wickedly.

"It's taken quite a while to find you, Zecora." The pony laughed as her body was surrounded with green fire. The flames overtook her body, shifting and changing before their very eyes. The rest of the tribal ponies rallied together to fight once the country pony's appearance disappeared to reveal none other than Queen Chrysalis herself.

“OH, NO!” Bunga shouted.

The queen laughed at the tribe of ponies, mocking them as alwayst. "What a lovely village you've chosen to stage your little resistance. It looks absolutely delicious!" The queen licked her lips with delight, ready to devour the ponies. A couple of them approached her, aiming their spears directly at the queen, who slowly backed away without fear.

"Oh come now, Zecora. You're vastly outnumbered!"

Rarity and Rainbow Dash's bodies also glowed before transforming into their true changeling forms. The sound of humming wings could be heard from nearby, and judging from the sound growing louder and louder drawing closer and closer, an entire army of changelings is indeed approaching them right over their heads to prove that Chrysalis was indeed right about her claim that they were outnumbered.

"I know you don't want your charges hurt. Come quietly to the dungeons of Canterlot and I promise to leave the others alone."

"Why would she ever trust you?" Fluttershy bravely retorted with her spear pointed at the dangerous queen.

Bunga whispered to the zebra leader. "Don't believe what she says. She may have the higher numbers, but you've got us. We can take her."

"No." Zecora replied, much to the honey badger’s surprise.

"But-"

"Race to the map while we hold off their attack, stop Starlight and put the whole world back on track!"

“She’s right, Bunga!” Twilight agreed. “They’ll be fine, we just need to focus on escaping while we still can.”

“Besides, time is at the essence!” Ono added in agreement.

The team all agreed that was for the best, especially when Kion is still in need of healing from the scorpion’s sting so they all quickly retreated. But Bunga abruptly stopped once Chrysalis spoke again.

"Time to make a decision, Zecora!"

"Even if what you are saying were true, we'd never surrender to a creature like you!" The zebra let out a battle cry and she and all of the tribal ponies battled it out with the changelings.

Bunga watched in horror as the ponies, fought the best they could with all of their resources they have in order to defend their home and each other. Deep down even knowing it’s foolish, he just couldn’t leave behind like this. So, he charged ahead, taking his friends by surprise.

“Hapana! Bunga!”

“Have you lost it!”

“Get back here this instant!”

“That’s dangerous, Little B!”

Ono, Fuli, Twilight, and Beshte all said in his direction as he moved to charge into the battle on his own.

"Zuka Zama!” He shouted before leaping forward to punch, kick, pounce, and leap over every changeling that came at him left to right.

Once the changelings moved to surround him, he moved to spin around like a spinning top before lifting his tail up to unleash gas from his butt while charging forward. By doing so he was able to create smoke screen that paved way for the changelings to all get easily knocked out by the honey badger who could hardly see and breathe to take in what is happening around them. In addition, for an added bonus, many of the changelings that were surrounding them all passed out from all of the gas surrounding them being too much for them to handle all at once, Queen Chrysalis included. Seeing this just left Twilight and the Lion Guard briefly stunned and impressed that he actually did that on his own.

Bunga smiled at his success at leveling the playing field before moving to regroup back with the others as they wasted no time in making their escape before they could smell the gas along with seeing it disappear long enough for the changelings to recover and attack them.

“Poa!”

“Smelly! But effective!”

“Great job, Bunga! Effective enough to buy us some time! Let’s go!”

Beshte, Fuli, and Twilight all complimented as they all made their escape.

“Yep! If used right, it can actually be used for a pretty good super weapon.” Bunga proudly remarked as they ran together.

“Hapana! Changelings at six o’clock!” Ono alerted when his keen sight managed to catch sight of approaching enemies from the corner of his eyes.

“No problem! Huwezi!” Fuli quickly rushed turned around and charged right at them and managed to literally run circles around them to the point they were all caught in a tornado that grew as high as the tallest trees in the forest.

After several seconds of running, she stopped and sprinted on away with Twilight briefly stopping so she can use her magic to shoot each and every one of them in rapid succession before rushed over to catch with Fuli as they both ran side by side together. They were able to catch up and run ahead of the others just when Twilight worked her magic on the map to reopen the vortex so they can get back to Cloudsdale.

Suddenly, one of the changelings who was just lurking around managed to spot them and lunged to attack them right on the spot. Kion who opened his eyes managed to spot this just in time moved to take action despite his ongoing ailment.

“Beshte!” He shouted at the hippo carrying him before he could run through the vortex.

“What, Kion?!” Beshte yelped when he accidentally threw his friend up in the sky, which is exactly what Kion wanted him to do. “Oh, no!” He stopped in his tracks as he saw the incoming changeling along with the high flying changeling coming right at them which also caught Twilight and Spike’s attention.

Despite being sick, Kion was able to get a good launch from the swing and managed to effectively strike the changeling hard enough to send it flying flying across the Everfree Forest before dropping back down to the ground. And with Twilight quick to fly up and catch him mid-air, he was able to land safely. She still continued to carry Kion with both of her front hooves while Beshte followed after them as they were all the last of the group of time traveling friends to run inside the vortex just when it closed up and the changelings who moved to look for them appeared.

“Impressive.” Spike commented in awe before following after the others while traveling through the vortex once more.

After the Guard had left, airships from afar in this timeline are approaching Equestria. Ships with a certain sky blue symbol on the sides of the ships and two very famailar unicorns looking on with stoic and determined expressions to conquer this kingdom from Queen Chrysalis and her changelings.

"We're here." The violet red mane unicorn remarked to her partner standing by her side. "Equestria is now right in front of us."

"Permission to utilize the orbs and knock out gas?" The lavendar unicorn standing by her side asked in return.

"Permission granted." She stated with a nod with an devious grin as they both shared a evil chuckle together before executing their quick and effective plan to take over Equestria with an army of guards by their side as green colored gas starts coming out of the airships.

Seconds later, the group fell once again where the Pride Lands are, only this time in what appeared to be the barren Savannah. And from the looks of it, there was nothing left, hardly any food and water and only dry vegetation surrounding them. But it looked at least the place wasn’t burned down to the ground.

"Okay...” Twilight said as she looked speechless at their surroundings. “...so the kingdom is still standing….”

“...which means Scar hasn’t been brought back from the dead…” Fuli added.

“Thankfully.” Spike chimed in with very little relief.

“...so then who else could have turned the Pride Lands into a wasteland?” Ono asked as he looked around their surroundings and spotted the identical sky, trees, bones, skulls, and dry riverbed.

“I have a pretty good idea, now…” Twilight calmly answered. “...huddle up.”

“But why?” Bunga asked confused.

“Do it! Now!” Spike commanded of Bunga just when he and the honey badger moved to do that along with the others just when Zira appeared out of hiding ready to pounce on them without warning.

“WHOA!” He screamed just when she appeared as she attempted to land her teeth and claws on him with a vicious growl and snarl. Luckily for all of them, Twilight managed to teleport everyone away just before any blood could be shed.

The group then reappeared in a different jungle similar to the one they visited in the previous timeline, but someway somehow it looked different like they are in a different location this time around. And judging from the minute Twilight took her recharge her magic while breathing deeply it was definitely somewhere far.

“Phew!” Bunga wiped the sweat off of his forehead. “I don’t know what’s worse, nearly having teeth in my face, or having to go through all that all over again?”

“I’d say once is enough, twice is even worse and even more painful! Especially when it involves the same dangerous lioness!” Ono exclaimed as he moved to pass out on the nearby foliage.

“No kidding!” Spike exclaimed before passing out in shock from the near-death experience with Twilight being quick to pick him and make sure he is okay.

“This must be where Zira and her pride took over.” Fuli deduced as she remembered what she saw of the Pride Lands before moving to check up on Twilight who is still recovering from the spell she used to get everyone out of there. “Isn’t it?”

“Yep. And it’s going to be a while until I can get us back there in a flash. It took every ounce of magic in me to get us all out of there alive.” She said in between breaths before making her way to a nearby pool of water to drink water from and relax in for the time being.

“You mean we’re stuck all the way out here?!” Bunga exclaimed in shock. “With who’s knows of whatever lives are on the line right now back at Pride Rock?!”

“Easy, Bunga!” Beshte gently calmed him down. “We’ll save them! We’re just here for a little while.”

“And I wouldn’t think about trying to run through the desert all the way to Pride Rock. The sun is at it’s peak and it is really hot out there.”

“She’s right, Bunga!” Twilight stated. “The hot sun and dangerous heat will severely dehydrate you, then you’ll pass out from exhaustion, and then die, assuming the buzzards don’t get you first.”

“Buzzards?! Eww! Tell that isn’t true!”

“Hard to believe, but it’s true, Bunga!” Fuli replied somewhat bluntly.

“So, until I’m ready let’s take this time to take a breather so we can relax, regroup, and recharge!” Twilight advised as she moved to float in the body of water nearby the waterfall while placing Spike safely on a make-shift raft she quickly created with her own two hooves while also doing the same for the Kion they know in the current timeline.

“Okay.” Bunga conceded in defeat like a defeated child before walking off wondering how he is going to pass the time until they have magic that’ll get them back to the Pride Lands in an instant.

“It’ll be okay, Little B. It won’t be long.” Beshte assured before thinking of an idea they could do together while they wait. “Hey! You want to do something fun together?”

“Like what?”

“A-wimoweh, a-wimoweh, a-wimoweh, a-wimoweh.”

Bunga smiling after getting the idea jumped in on it as Beshte starts taking lead on the singing.

“In the jungle, the mighty jungle...”

“A-wimoweh, a-wimoweh.”

“The lion sleeps tonight!”

“A-wimoweh, a-wimoweh, a-wimoweh, a-wimoweh.”

“In the jungle, the mighty jungle...”

“A-wimoweh, a-wimoweh, a-wimoweh, a-wimoweh, a-wimoweh.”

“The lion sleeps tonight!”

During the singing, Bunga got distracted by a beetle landing in front of him and moved to follow it when it made it’s way into the nearby foliage.

“The lion sleeps to...A-wii...come on, buddy. Back me up! A-wiii! A-Little-B-bum-baa-weh.” He suddenly sees that Bunga is nowhere around. “Little B? Bunga?”

Said honey badger is slowly stalking the beetle from close behind while humming the tune to himself. He stalked the bug up to a log, theatrically hiding behind a tree for a moment before continuing. When he tries to jump over the log he gets stuck momentarily and looks back.

“Beshte…” He asked feeling spooked by the open surroundings and creepily quite feel. “...Fuli?” Now he was starting to get the funny feeling he was being followed. “Whoever is out there you don’t know who you’re messing with!” He shouted before focusing back on the bug that just flew away when turned his eyes back towards it. But when he did he saw another pair of eyes not behind him but in front of him from a hundred yards away locked on him and ready to pounce on him. “Oh, no.” He quietly said to himself realizing what he is really up against. “Okay, since you see me, I think I’ll just take the time to...RUN!” He screamed before sprinting away from the lion who emerged from his hiding spot and started chasing after him.

He leaped and ran over various branches and through the grass as his purser gains ground on him, all while experiencing one of the rare scares of his life and not caring who was pursing him. His main goal was just to escape with his life away from being hunted.

Just then Ono along with Beshte have both heard the commotion from nearby.

“Bunga?”

“What’s going on over there?” Ono flew up and managed to spot the chase from nearby as the two climbed up and down the nearby tree while the latter’s trying to avoid being eaten. “Hapana! Bunga’s in trouble! He’s being pursed by a lion!”

“Little B! I’m coming!” Beshte gasped and quickly charged ahead along with Ono who both rushed on over to his rescue.

And it just so happens that the chase is coming right at them thus allowing Beshte to charge and body slam the lion away from Bunga just when he was about to bite him.

“Twende Kiboko!”

The impact of the blow sent the young lion tumbling backwards a fair distance but he quickly was able to recover and get back up on his paws, glaring at his attacker with a fierce growl and scowl ready to kill the hippo that dared to intervene with his hunt.

He moved in for the charge only for Ono to swoop to keep him at bay. At least for a few seconds until he was backhanded away into the nearby bushes. “I’m okay.” He uttered before passing out from crashing his head into the hard branches he landed into.

With Ono defeated, he turned his eyes back to Beshte who quickly used the opportunity to try to flee from him, but it didn’t take long for him to catch up to him. And it was no contest between them. Luckily for him, Fuli who managed to hear the commotion was quick to tackle and pounce on his attacker in order to save Beshte.

The two tussled before breaking up leading to the two to face down each other before resuming their fighting with Fuli dodged a couple of the lion’s paws before connecting with a few of her own. The lion himself was left surprised yet angered by this before pressing forward as the two got up on their hind legs to trade paws. Then the lion decided enough’s enough by connecting a paw on Fuli that knocked her off of her paws and hard into the ground.

Just before the lion could quickly seize the opportunity to finish her off, he was suddenly swooped off of his paws when Twilight showed up to the rescue where Spike briefly leaps into the fight to breath fire to force their opponent backwards. Then the alicorn and lion wasted no time in trading paws and hooves with the former being able to fend off the sharp claws of the lion while keeping him away from the cheetah he was about kill. Then he tried going for the pounce and ended up causing the two tumble across the ground, up until the fight ended where Twilight pins the lion to the ground much to his complete shock and disbelief.

“Enough, Kion!” Twilight demanded of the lion she recognized due to the golden fur and red mane already starting to grow on his head with the only difference being is that he is a bit bigger, about the size of a teenage lion, and has a pink thin gash of his left eye similar to both Twilight and Scar’s.

“But...How...How do you know my name you strange colored horse!” He grunted as he struggled under the alicorn’s tight grip while stunned by how she too has the same mark he has. “Grr! Let me go!” He tried to bite Twilight on the hoof before being quickly being restrained by the neck before he could even lay a tooth on her.

“I will.” Twilight assured. “But when I do you are going to calmly tell me what you need to tell me. Understand?”

“Sure I guess…” His breath felt tighter due to a hoof pressed on it. “...I mean, all right. All right!” He stated when the alicorn pushed on his throat a little more past his comfort level. With that she moved to get off of him so he could breath…

...right before he used the opportunity to try to pounce on her again, which resulted in another brief tumble and tussle that led to Twilight pinning Kion again.

"How about now? You got it all out your system?”

One fierce glare from the pony made it clear to the defeated lion that he is no position to try pull any sneak attacks on her again and got him to stand down. But even still, that wasn’t enough for Twilight to release his grip since one look into his eyes makes it clear he has a lot of uncontrollable anger inside of him. Especially considering he nearly killed the Guard in a matter of minutes had teamwork not intervened to stop him.

“Yes.”

“Good.”

“So Kion…” Bunga chuckled nervously while still keeping a safe distance from the restrained lion. “...what have you been up to recently?”

“Well…” He began unsure of where to start as the rest of the Lion Guard appeared around them. “...assuming this isn’t the desert playing tricks on me…” Everyone shakes their heads to confirm it. “...I’ve been on my own ever since I left the Pride Lands. Why you ask?! Because ever since Simba felt like I wasn’t taking the whole Lion Guard seriously, it never happened, and I decided to leave what was my home in favor of finding my own true calling. But throughout my traveling I never was able to find what I truly wanted in life before coming to these parts in the middle of the desert. It just never happened.”

“Never ever?!”

"Never ever, ever!”

“Never ever ever ever ever for never ever?!”

“Never ever never never ever ever never!”

“Never ever ever ever ever ever ever ever?!”

“Yes! Enough!” Kion shouted in exasperation with the honey badger’s relentless badgering. “Geez, even in death you’re annoying as Kiara’s friends! Assuming they are her friends!”

Bunga looked on with puppy dog eyes like he was going to cry at that insult with Fuli and Spike both moving to pat him on the back to help him feel better but not without glaring at Kion for saying that to him.

Wanting to continue getting through to alternate Kion had the Guard’s Strongest pressing forward to do the talking. “Have you ever thought of, you know, going back to the Pride Lands to make amends with your family and friends?” Beshte asked hopeful that the answer is yes.

But the answer to that question is not the answer he was hoping for. “No.” He calmly replied as painful memories flooded through his mind.

“Not even once for food and water?” Ono asked.

“I didn’t. At least when there wasn’t any food or water to offer the day I decided to return for just that.” He recalled doing so just recently. “I only came back to the Pride Lands once to get what I need to last until my next stop.”

“What stop would that be?” Ono asked.

“Wherever there is food and water along with shelter so I can be able to relax and live my life without any worries.”

“But why?” Fuli asked finding it peculiar for a more responsible lion to want to do that. “I thought you said you were out trying to find your destiny?”

“I was, but I never found it. So I decided it wasn’t worth pursing if I was never going to find it.” Fuli and Twilight looked on in disbelief. “Things change over time and it sure helps that other animals I’ve come across have given me reason to believe that. Too bad they never get to live to tell the tale.”

Fuli stammered in response before voicing out. “You did what?!”

“I hunted them down and killed them.” He bluntly answered with no remorse in his tone of voice. “Something that I would have done to you all had your horse friend not intervened.”

“Hey! They happen to be our friends and if anything killing us right then and there would have done more harm than good.” Spike furiously defended.

“And this coming from the lion who initially thought we were dead?! Seriously?! Are you kidding?!” Fuli further expressed while sharing her anger right back at the lion who just tried to eat them seconds ago.

“Nope! Leopards, zebras, antelope, hippo, you name! All were fatally taken down for crossing me.”

“Kion!”

Ono ended up throwing up on the side with the very thought going through his mind while Bunga and Beshte looked on with their blood running cold equally shocked as Fuli with what they are hearing. The nice and responsible protector of the Pride Lands is now an aggressive and rude predator walking and pouncing around the endless Savannah.

“Oh, that is disgusting!” Spike remarked looking in horror at the lion’s angry eyes.

“Harsh but true and well-deserved on their end. And if any of you want to join them. Go ahead and be my guest and make my day. I couldn’t care less with what happens to you or anyone else I’ve met.”

“You mean like…” Bunga then tried to say in a sing-song tone with music playing in the background. “...be our guest! Be our Guest…”

“No!” Kion shouted once more clearly livid at the honey badger for constantly asking stupid questions along with the music abruptly cutting off like a record mid-song.

Seeing this conversation is going sideways, Spike moved to ask more about what happened the day he returned. “With all said and done Kion, it doesn’t explain what happened the day you returned to the Pride Lands.”

“That’s when Zira and her followers came around and took over the Pride Lands.” Kion’s eyes shut closed as he recalled everything that happened that day while Twilight moved to get off of him while using her magic to replay the flashback of him and what went down then.

The two parties met face to face nearby the gorge with a nearby dam with both parties looking on with hatred, claws bared, and gritted teeth ready to throw down as rain rages on from the skies. Both Simba and Zira are on the verge of losing it as they prepare for what should be the final confrontation to settle this once and for all as they stand tall in front of their respective armies. Timon and Pumbaa also joining in on the battle, moved to shake their butts at the Outsiders in order to taunt them.

“Nah-nah-nah-nah-nah-nah!”

“It's over, Simba!” Zira stated with great confidence that she has the winning edge this time around. “I have dreamed of nothing else for years!”

“Boy, does she need a hobby.” Timon quietly remarked to his friend who shakes his head in agreement.

“No kidding.” Bunga said in agreement while watching.

“Last chance Zira. Go home!” Simba warned.

“I am home!” Zira returned with a vicious smile as lightning appeared and thunder rumbled. “Attack!”

Both parties roared vigorously before walking and advancing towards each other. Then the Outsiders moved to trot quickly while the Pride Landers follow suit. And then finally, they broke into a run as they charged towards each other in a full out sprint.

Once they meet up in the middle of the battlefield they began to fight. And the Outsiders all wasted no time in unleashing their most vicious and dangerous moves as they landed bites on the Pride Landers lions all on their leader’s command as she stood tall and perched on a tall rock.

“Go for the eye!” The Outsider did just that. “Break his jaw!” Another Outsider did just that too. “Hit him low!” Another Outsider did just that as she pounced on the Pride Lander she’s fighting. “Get them! Do what you must!”

During the fight, both Nala and Vitani squared off with the latter seeing the former with higher ground.

"Where's your pretty daughter, Nala?" The younger lionesses taunted.

"Vitani!" Nala snarled before her opponent moved to tackle her where the two tumbled across the mud as they fought each other.

“Even with all things considered, there was a part of me that wanted to help him Simba out and I did.” Kion recalled as he happened to see what was happening from across the gorge, watching on in dismay before making his on towards there. “I got there as fast as I could and by the time I got there the Outsiders were starting to gain the edge on Simba and his pride.” He happened to spot the Outsiders all moving to swarm said lion king himself.

After some struggling, Simba managed to break free and swiped the Outsiders away from him in a swift swing of his paws. Then Zira approached him and struck him to the ground. Immediately, the Outsiders and Simba's pride halt their attacks as they all moved to watch the fight with concern.

Simba managed to get to his paws and faces off against Zira who stalks in a slow circle around him. He kept his eyes locked as he watches Zira's every move. Upon seeing this, she moved to switch directions, while continuing to circle Simba who likewise did the same.

Then the two roared as they reared onto their hind legs, each lifting a paw ready to strike. And at the exact same time they both slashed their claws over one of their eyes, drawing blood and both causing them to cry out in pain when it happened. Both then moved to fight through the pain as they dragged out their bloody battle by slashing and biting each other from every limb, hair, and paw.

It lasted for a few minutes up until Simba managed to slam Zira down into the ground and moved to throw down one more time to finish her off. However, Zira was quick to recover as she pressed forward to quickly slash Simba in the face again and successfully cut off one the lion’s leg’s before he could even have the chance to finish her off thus leaving him helpless in the psychotic lioness’s mercy.

With another vicious teeth sporting grin she stated before Simba. “I told you I would destroy you!” She then raised a claw up ready to finish the job in front of the defiant eyes of her defeated opponent when…

“Oh no you don’t!” Kion shouted when he managed to slam into her and knocked her away from his father much to his astonishment as he never thought he would come back to his aid even with what had happened the last time they saw each other.

Zira after recovering from her brief surprise, growled furiously in response before charging at the young lion daring to interfere with her final revenge who likewise did the same. Kion managed to pounce and tackle Zira to the ground where Zira was able to nearly bite the young lion who likewise managed to land a few good bites, hits, and kicks on her despite his size. At least until she managed to knock him head first into the ground before turning her back on him thinking he’s done for. But as soon as she did, the young lion quickly recovered and repeated his previous attacks even managing to get a few good kicks to the face before being slammed down harder into the ground thus defeating him for good.

Kion struggled to get himself up as he finds himself pinned down to the ground by two Outsider lionesses who both managed to successfully restrain him despite managing to slip away from them at first.

With the last resistance defeated, Zira turned to Kion who still struggled and shouted while trying in vain to break free. “Well, look at the hero. And here you thought you could come into my kingdom.”

“Let me go! You can’t do this!”

“As the new queen of the Pride Lands! I can do just about anything I want! Expect of course threaten my family and get my sons to kill Simba himself.” She firmly stated while looking at the cub in his eyes while kneeling down to make sure he is listening and paying full attention to her. “And since you tried to deny me of my revenge in a valiant yet wasteful effort, you get a front row seat so you can personally watch as we put down your family for good.” She maliciously chuckled as she moved towards Simba who like father like son refused to cower in the face of death’s doorstep. “Your time is up, Simba. Any last words?”

“Yes. My name is King Simba, son of King Mufusa, both he and me are the rightful and true kings to the Pride Lands, and you and Scar can go buck yourselves.” Zira growled furiously in response. “So, do what you’re going to do…”

In one quick swipe, Zira’s claws effectively put an end to the lion king and in an instant he was dead much to the horrified lion’s horror who could only futilely struggle as she proceeded to do the same to his mother along with the remaining Pride Landers that survived the struggle. At that point, he lost all will to fight as he is reduced to tears when he sees everyone he loved and care about dead all bleeding out right in front of him.

“Look at me!” Zira demanded as the lionesses moved his head so that he is facing her directly. “The only reason you’re still alive now and they’re not is because you’re not even worth the trouble of killing. And like Scar would do in a situation like this, he would do the same wanting the whole family legacy to die with you. From now on, your only destiny is spending the rest of your days knowing that is all your fault and if you choose to come back again, I will destroy you!” With that she slashed Kion right in the left eye who yelled out in pain before tossed him aside into the nearby river just when the dam burst.

Lucky for him, his body managed to grab onto the nearest log and was barely able to stay afloat until he passed through the rapid parts of the river along with the waterfall, before finally reaching the shore. By then he just cried to himself with what had just happened once he climbed out of the water much to the other’s shock and horror with what they just watched.

“All of them? Simba, Nala, Rafiki?” Twilight asked as she barely breathed in her question.

“Yes.”

“What happened to my uncles Timon and Pumbaa?” Bunga asked worried about their fates in this timeline.

Kion looked aside with his eyes closed as the memory replayed in his mind both standing up against a rock wall watching the fight drag on. But not without saying. “Some things Bunga, are better left unsaid.”

“Whadda we do?! Whadda we do?!” Pumbaa frantically asked his partner

“There's only one thing we can do, Pumbaa.” He stated while smacking his fist into his hand and spread his arms wide. “When the going gets tough, the tough get going. That's our motto!”

“I thought our motto was "Hakuna Matata!”

Timon face palmed himself in response to his comrade’s confusion. “Pumbaa, stop livin' in the past! We need a new motto.”

With that both yelled out a battle cry before charging into the thick of the battle field. “Yeehaw!”

But when they arrived one of the Outsider turned towards them letting loose a mighty frightening roar that had them pulling up and screaming in terror.

“Like I said, let's get going!” Timon screamed before riding on Pumbaa as they both scream and retreat from the lionesses now gaining up on them as they run away into the distance never to be seen again.

“No…” Bunga uttered breathless as he fell to his knees in despair that his beloved uncles are dead in this timeline. “...not Uncle Timon and Pumbaa!”

“Sad but true.” Kion said with a tone having a degree of sympathy for the grief stricken honey badger for a moment. “It was tragic when it happened and everyone involved.”

“What about your sister?” Spike asked noticing that she wasn’t there along with the others.

“She left the Pride Lands before the whole battle went down that night. And when she reunited with her boyfriend Kovu they left to start a new life and pride together afterwards. For the similar reasons why I left the Pride Lands.”

“You mean between her and your dad?” Fuli asked.

“Yes. She got fed up with the sheltered life Simba was making her grow up in and it took an early morning ambush where Kovu was wrongly blamed and banished for it that gave her the push to finally decide to leave him after he refused to see that he wasn’t at fault for it. While Kovu was trained to follow in Scar’s paw prints following his legacy along with actually wanting to kill Simba, he was never told the truth of how and why this whole conflict came to be up until Simba himself told his side of the story.”

“And how would you know this exactly?” Fuli asked suspiciously.

“A combination of eavesdropping, spying, monitoring, observing, and an extra set of eyes.” He answered while a certain group of reptiles come from their hiding spots.”

“What?!”

“The skinks?!”

“Ushari?!”

“Hello, honey badger!” Ushari returned with a friendly hiss. “S-s-s-o wonderful to meet your acquaintance.”

“B-b-b-but why?! How?! He being friendly?! To me?!”

“Probably because he doesn’t know you from this timeline because, you know, you’re dead without Kion being able to rescue you.” Ono whispered in his ear.

Now he gets it. “Oh, right! But still creepy!” He whispered back to Bunga before he and the others were all ears for learning about Kion’s ties with Ushari and the skinks and how they came to be allies.

“I met Ushari along with the skinks after we crossed paths in this very jungle. Through their constant surveillance we learned about how Zira and the lionesses have run the kingdom after Simba’s downfall disrupting the balance of the world forever. Much like me, we both hate the lionesses for what they done or in Ushari’s case got trampled by them multiple times.”

“Sad but true.” Ushari nodded to confirm this.

“It was there we came to find common ground where in exchange for getting to live in the Pride Lands, he and his allies all will help me become king of the Pride Lands and I would ensure that Zira and her pride paid for what they have done.”

Hearing this sparked worry and concern with what they are hearing.

“And what common ground would you and Ushari have together other than a mutual hatred for the Outsiders?” Ono dared to ask.

“Continuing the family legacy. Scar’s legacy.”

Hearing that sparked alarmed shock among the Guard as they all exclaimed. “Scar?!”

“Yes.” Ushari confirmed. “For even for his terrible tenure as king, he did help other lions, even if they did dare to cross us.”

Twilight scoffed in response. “Right and at the same time he had no qualms of letting the lions who lived there their entire life nearly starve to death had Simba not shown up when he did to take back control of the Pride Lands.”

“Maybe so, but if he were in my paws, he definitely wouldn’t take any of this lying down and he would be absolutely sure to ensure there would be justice towards those who dared crossed him before.”

“Justice?” Twilight returned with a look of disbelief to see what has become of Kion in this timeline.

“Yep.”

“But Kion…” She struggled a bit before deciding on what to say next. “...this what you talk about, it’s not justice. What you’re talking about is revenge.”

“And?” Kion raised an eyebrow expecting some point to come across that’s worth his time and interest.

“And you would doing exactly what Scar would want you do to by committing to something that never ends from one lion to another. And even if you do succeed, there wouldn’t be a kingdom to rule. At least not with the support you have right now.”

Kion glared at the alicorn furiously looking like he is about to kill her for what she is saying about them. “Is that so?!”

“Yes, because the Circle of Life depends on rulers who truly understand the very balance to acknowledge and respect every creature that lives there and keeps the kingdom’s existence for everyone to live peacefully in.”

“And just how exactly did you know exactly what Simba said word for word along with Grandfather Mufusa?!” He asked with his bare claws on the verge of striking Twilight at a moment’s notice where Ushari and the others wisely decided that they should leave them before they get involved in a messy confrontation.

“Believe it or not, that’s what they would have told me in the similar vein that a ruler I know back home would say if she were in your father and grandfather’s paws.”

Kion scoffed in response seeing this is indeed a waste of time in his eyes. “Whatever. Even if this is true anymore, why should I listen to you of all horses, ponies, or whatever you’re supposed to be…” He said while eyeing both her horn and wings specifically. “...it’s not like you ever had been betrayed by your friends and family, along with trying to forgive them, only to get further stabbed in back and see them die right in front of you.”

“Yes, I do!” Twilight firmly stated to assert that this is indeed true. “Back in the real timeline, where you and I are friends, best friends, I had dealt with a similar situation of where it happened to me. Like you, I wound getting scarred from the whole ordeal by Scar himself. And sometime later, I ended up giving into my anger and hatred and went down the same dark path you’re going through where I nearly killed everyone I loved. Heck, I’m even going through the same ordeal right all thanks to him along with an equally vengeful unicorn.” She further explained while resisting the urge to cry herself. “Because of them, I’m on the verge of losing my mother-like mentor, brother, and sister.” Kion could only look on sincerely taken aback at what he is hearing like he is looking at his sister who too can relate with him. “Even while blessed with good fortune, this scar serves as a reminder of what I nearly lost and threw away in pursing revenge.”

While sympathetic and really definitely seeing eye to eye with her to the point he realizes what he is doing and is about to do is wrong, but he still looked on firm and serious about going through his plan.

“I’m sorry, Twilight. But I have just about everything I need to finally take down Zira and her pride and I’ve come too far to turn back now.”

“Even if that means doing of what you feared most?” Fuli asked. “The one thing you firmly stated you would never want to become ever!”

“And even if you do return to the Pride Lands, how do you plan on taking down an entire army of lions on your own?” Ono asked.

“For once I got to agree with them, because that’s not an easy feat like taking on hyenas, jackals, crocs, and vultures.” Bunga commented feeling this is too brazen and bold to carry out without thinking things through.

“Yes I know.” Kion remarked in slight annoyance before smiling (but not in the good kind similar to Scar) “Which is why I have come up with a plan that’ll take care of them. A plan that involves Ushari and the skinks along with additional help.” He turns his head to see it coming his way. “And here it comes now.”

Said help happens to be none of than the Outsiders Scar himself recruited in the current timeline. Janja and his hyenas, Kiburi and his crocs, Reirei and her jackals, Mzingo and his vultures, and of course, Sumu the scorpion.

“Scorpion?! AAH!” Both Janja and Spike yelped with the former leaping onto Reirei then Kiburi’s backs in fear much like he did in the other timeline and the latter leaping onto Beshte’s back and then Twilight’s.

"Look out! Coming through!”

“Make way! Coming through!”

“Hey!”

“Watch it!”

Kion rolled his eyes in response before moving to assure him he has nothing to fear. “Easy Janja, he’s not going to sting you.”

“And he’s not going to sting you either, Spike. Isn’t that right, Ushari?!” Twilight asked the question with a stern glance to make sure that’s the case.

“Yes.” Ushari nodded calmly. “Sumu’s venom is reserved for a more royal target.”

“You know what to do, Sumu?” Kion asked of him who likewise is on board with the plan.

"And do it I will!” Sumu slammed his stinger into the ground before moving on ahead to carry out his task as he and the other Outsiders moved their way on towards the Pride Lands ready to take down the traitors to the crown. But not without Kiburi throwing Janja off of his back in annoyance.

And more and more was already not proving Kion’s case as he makes it pretty clear he is really acting and doing what Scar himself is doing now, further frightening and alarming the Guard themselves.

“Now if you’ll all excuse me, I’ve got much needed business to attend to.” Kion moved on ahead ready to catch up and join his followers but not without being intercepted by Twilight who magically disappeared then reappeared right in front of him.

“Kion, please! I understand that you have every right to be mad at Zira. But I really must insist against all of this. By doing what you’re doing you’ll be making the same mistakes Scar made, what I made. I should have never given into my anger and desire for revenge when I should have made effort into forgiving my friends and family much like Scar did. By doing what you’re doing you’re going to be no better than the lion who killed your grandfather and the lion who killed your father.”

“Twilight’s right.” Fuli added in agreement as she rushed on over by Twilight’s side. “Giving into your anger and hatred, becoming bitterly resentful and violent, recruiting every other Outsider to join your cause, resorting to murdering someone in cold blood. Is this what you really want anyone around the Pride Lands and the rest of the Savannah to remember you as for? Doing exactly the opposite of being your true self? Kion, this isn’t like you!”

“Maybe the Kion you knew wouldn’t, but right now you’re looking the Kion who’s got nothing left to lose.”

“Except the whole kingdom that your dad and granddad have all worked hard in ensuring the whole Circle of Life goes on for years to come.” Ono pointed out.

“Yeah, what you are going? Go to the nearest volcano, use your Roar, and cause an eruption so huge it’ll destroy your mortal enemies and the land around it?” Bunga dared to ask thus inadvertently sparking another idea for Kion to use as he deviously smirked in response.

“No. Not yet.” Kion stated before running off on towards there to carry out his plan.

“Bunga?!” The others glared at him for further encouraging him to give into his darker impulses.

“I was kidding!” The honey badger defended.

“Too bad, that gave him all the more reason to proceed with this evil plan to overthrow Zira and her pride.” Fuli bluntly remarked.

“Come on!” Twilight ordered of everyone so they can get on over there with magic after enough time has passed for her magic to fully recharge. During which she also remembered to use her magic to fetch the still weaken Kion they know and befriended so he can accompany them and doesn't get accidentally abandoned and erased from existence. And within seconds, they did as they were ordered and they were all out of the jungle in a flash.

Reappearing right at the border separating the Pride Lands and Outlands, Twilight wasted no time in carrying out directives of her own in order to ensure the worst of the worst doesn’t happen while handing the other Kion in Beshte's care by placing him on his back. “Fuli, you and the others stall the Outsiders from entering the Pride Lands while I try to talk down Kion before he makes the biggest mistake of his life.”

Fuli was fully on board with no questions asked. “You got it, Twilight. Huwezi!”

Kion himself just happened to be already at the Outlands Volcano and had just appeared right inside the volcano to get a good look at the caldera itself along with a full hot pit of boiling lava in it’s fully glory. Inside the pit close eyes could see the Mark of Evil shine brightly inside the lava. One look at the pit gave Kion the assurance that with his Roar he can create a very powerful eruption that’ll destory his enemies in one fellow swoop, regardless of whatever damage results from the carnage.

“Perfect!” He smirked as he moved towards the small cliff leading towards the very center of the pit when Twilight appeared right before her.

“Stop!”

“What in the Pride Lands?! You again?!” Kion exclaimed in frustrated annoyance. “What do I have to do get a magical restraining order?!”

“Kion, you can’t do this!”

“Can’t being I actually can if I wanted to or can’t because you won’t let me?!”

“Can’t as it you’re not doing that!” She firmly stated even with her back on the edge of the cliff. Even still she showed no fear in her eyes. “You don’t understand. It’s not happening!”

Kion got into a pouncing position ready to knock her in it if that’s what it takes to get her out of his way. “Just say the word and you’ll be saying goodbye right now, Twilight!”

But Twilight remained unfazed as she is determined to get through to him for the sake of his sanity and morality. “Look! Whatever happens next, it’s not going to go down the way you think it is.”

Kion remained resolute in the matter. “It will if I push forward, now get out of the way so I can finally achieve my destiny! There is no other choice!”

“No! You do have another choice, Kion! Something only one Lion Guard leader can do to another that’ll still allow you to stop Zira!”

“Is that so?! Well if that’s the case then what would that be, I dare ask?!”

“Let go of your anger and hatred, and fight for what’s right.”

“But how?! How can I let go of it when I have every right to be?! I can’t!”

“You can. You just need to take a deep breath and remember what you’re really fighting for. That this is the right thing to do and not for revenge.” She moved to back him until they were both off of the cliff and on flat terrain. Seeing that the lion is still uncertain and puzzled on how to do so, she gave him this advice to draw on. “Remember your true purpose in life. Who you really are. You are Simba’s son, Mufusa’s grandson, fighting to free the Pride Lands from horrible tyranny and seeking to uphold their legacy to restoring the kingdom to it’s former glory. Deep down in your heart is a fierce, loyal, honest, and kind lion determined to protect this very Savannah from those who seek to threaten and ruin that very balance that connects everyone to the Circle of Life.”

Kion listened and closed his eyes as the gentle winds from his grandfather’s spirit flow and gently blow on his mane. For the first time in years, Kion felt his anger and indifference to everyone around him melt away like rain extinguishing the burning fire of hatred inside of him. And for the first time, he felt at peace and whole with himself. Maybe this pony he hardly knew was onto something…

...Meanwhile, the Outsiders are just reaching the border all ready to step into enemy territory.

“We all know the plan.” Janja stated to the others. “Jackals on the left, crocs on the right, hyenas in the middle.”

“But only when we see Zira herself fall.” Reirei added.

“Then we get to eat her.” Kiburi also added ready to carry out his part.

But just then, they heard voices they did not expect to hear right before they set a paw in the Pride Lands.

“Stop!” Fuli barked at them while appearing right in front of them. “You can’t enter the Pride Lands just yet!”

“And why is that, cheetah!” Janja demanded.

“Because your leader hasn’t given the order just yet.” Spike riding on the cheetah’s back just when the others arrived on the scene appeared.

“But he already has.” Kiburi pointed out.

“Not with a clear head, and having thought things through.”

“Come on, little dragon, cheetah. Don’t make us want to eat you for dinner! We already have bigger game to pursue.”

Bunga moved to have his say in the matter. “Sorry, Reirei. But my boss says your not going anymore and you are all not taking another step forward without your boss’s proper say so.”

“He’s right.” Ono stated in agreement. “And if I were you I won’t even plan to take any further military action without an order from your commander-in-chief.”

“Okay, okay.” Janja moved to try to settle this. “Since this is the way it’s going to be, then I guess we could settle right now…and what better way then a meal to fuel up before the big game.”

“I couldn’t have thought of anything better than that, Janja.” Reirei smirked fully on board with the idea as they all surrounded them.

“Me neither.” Kiburi chuckled malevolently ready to feast on this defiant group of friends trying to stop them from doing what they want to do.

But Spike being the one with the firepower to deal with this kind of situation moved to step forward with Bunga quick to hold him up by having him blast rapid fireballs right at each and every Outsider as they spun around in a full circle. And in a matter of seconds, the team was all knocked aside like they’ve been hit by a one lion army. A fully grown lion that is.

“Wow! That hurt even more than I though it would.”

“No kidding.”

Both Cheezi and Chungu remarked in surprise and pain while looking singed all around their fur along with everyone else.

Doigoi looked on like he doesn’t recognize this place. “Is this Madagascar! Where are all of the cute little lemurs and all of their friends?!”

That earned him another kick to the face by his mate. “No, you idiot!” With that aside, she turned her annoyance and fury towards the Lion Guard and Spike. “But we do have a group of friends who are now really worth our time.” She added now ready to do her worst to these strangers.

“That’s right!” Kiburi also stated ready to do the same. “You were warned against standing in our way. And we’re not going back to Kion without destroying the Zira and the lionesses.”

“Well you better listen now because you are now.” Fuli stated ready for them to bring it. The three leaders of their respective clans all growled as they all got ready for that fight with Kiburi approaching Fuli first.

“Oh, yeah?!”

“Yeah!”

“Oh, yeah?!”

“Yeah!”

“Oh, yeah?!”

“Yeah!” With that last shout, Kiburi stumbled backwards and ended up tripping on his tail.

“That’s it!”

But before he could retaliate, Kion’s voice put a stop to all of this. “Enough!” He stated as he appeared on a nearby tall rock with Twilight by his side. “These guys are on our side and I don’t mean side dishes.”

“But?! What?!”

“Even though we don’t see eye to eye with each other at times, there is one thing I won’t tolerate. We never hurt the innocent.”

“Since when?”

“Since now. And I have just figured out a new approach to how we deal with Zira and her pride and you all better listen because I really just thought about this very through.”

“Oh really?” Janja laughed. “And what took you this long to figures things out?”

“A friend of mine, helped me see things more clearly.” Kion said with a genuine smile in her direction who likewise did the same right back at him before turning back to his army. “And if you all corporate with me, then I can say the same for you all.”

“But what about dinner?”

“Yeah!”

“What are we supposed to eat?!”

The hyenas all demanded.

Kion turned to Twilight who likewise worked her magic in making said food appear right before them much to their surprised delight. For the crocodiles, fish. For the jackals, legs of antelope. And for the hyenas, legs of zebra.

“Consider it a one time gift as a token for not eating me and the others on the spot. But after this, you’re all on your own, because your future king will be calling the shots on what’s fair game. And judging from the looks of things, I think things are going to be a lot different going forward.”

“Different?”

“Different, how?”

Both Janja and Reirei asked while Kiburi remained indifferent like he always does.

“Where the Circle of Life is respected and realized to it’s fullest and peace and harmony well thrives throughout the kingdom.”

“Hmm. Well...I suppose we could do that.” Janja said after giving it some thought after his hunger has calmed down.

“Sure why not. I’m sure things will get better if Kion is able to keep Janja under control.” She said in a still mean yet somewhat friendly manner.

Kiburi however didn’t change his thoughts on the whole matter. “Don’t matter who’s in charge and how things are run around here. We crocodiles can fend for ourselves.”

And that left Mzingo and his flock to munch on the leftover scraps left behind after the others gone done eating. “I agree with the hyena and jackal. Though maybe we should probably consider a vote on what the best course of action is going forward…” Both Kion and Twilight fiercely glared at him along with the rest of the Guard ready to reconsider their position if they didn’t obey. “...but then again, that wouldn’t be necessary. What our king says goes.”

“No it won’t and yes it will.” Twilight smiled as she worked her magic in creating the portal that’ll allow her and the Lion Guard sans alternate Kion to travel back to Cloudsdale. “And since our work here is done. We leave the upcoming fight in your capable, kind, and caring paws. She then said to Kion. As long as you remember your true purpose in life, you’ll finally realize your destiny. Good luck, Kion.”

She then got the portal working and in an instant everyone from the Guard was all sucked inside of it leaving a newly reformed Kion ready to lead the Outsiders for a battle they’re sure to win all without seeking to exact vengeance that nearly consumed him much like Scar and Zira. And unbeknownst to him, both his father and grandfather looked on from the heavens both smiling and looking very proud of him for what he is now about to do.

The group made it back to the past, all in their normal forms with the Lion Guard all each having the ability to walk on clouds as opposed to having them appear as Pegasus ponies. Twilight then heard a beam heading towards her and she quickly worked her magic into shielding herself from the impact she would have suffered had she not reacted fast enough. Her eyes narrowed in righteous and brewing fury at the cocky and villainous unicorn standing on a cloud before her. At this point she is done playing games being all nice girl to her. It was time to take her down.

Twilight flew up, unleashing the most powerful magical and fiery beam she could from her horn, but Starlight simply stepped aside, letting the blast hit the cloud instead of herself. "Not bad, but it's gonna take a lot more than that!"

"Lucky for you, there's more where that came from!" The alicorn flew across the sky, unleashing multiple fire bullets in Starlight’s direction, who shielded herself with a force field of her own.

The unicorn went on the offense by firing a continuous beam towards Twilight who effortlessly flew evaded the attack even clearing and powering herself through the obstacle course. To her it’s like she hadn’t faced tougher twists and turns before in her life., Twilight then flew all across camp, dodging each of Starlight's attempts before unleashing a series of fire-fueled attacks her way. Starlight managed to levitate herself so that the flames and beams hit the clouds instead.

"You've really gotta work on your aim." Starlight taunted right before shooting a magic beam from her horn, only to have Twilight teleport herself away from it in the nick of time.

She reappeared right in front of her and delivered the hardest punch she could deliver right to her face. She cried out in pain and nearly lost her concentration due to the impact. She quickly regained focus and managed to keep up her levitation and gravitational spell before she could fall through the clouds.

Starlight moved to retaliate with a set of blasts on her own, but found that Twilight was faster to dodge them then she realized. She was fast, strong, and fearless all packed together. And that is something she is now having a hard time comprehending of this princess is such a skilled fighter.

“Just how she is able to do all of this?!” She mentally asked herself after having dealt with hyenas, jackals, crocs, vultures, and various average ponies before, she finds herself barely able to land blows when it comes to her, Kion, and Scar.

“Probably because I’ve had better experience than you!” The alicorn returned out loud much to the unicorn’s surprise since she never said that to her.

“What do you mean?!” Starlight asked angrily.

“I mean I know what’s it like learning how to fight unicorns like you and I gotta say you’re really out of it.”

“Oh is that right?! Well, how about this?!” Starlight returned feeling increasingly incensed by that remark before unleashing more magical beams her way, all hot and powerful enough to knock away Outsiders in a blink of an eye.

But Twilight was able to swiftly block eacha and every one of them before sending a massive wave of magic right back at her, thus turning her own energy against her, which sent her flying backwards again.

“I mean seriously, of all ponies Scar could have recruited, he chose you?! To think he could have recruited unicorns in magic school that have better aim than you!” Enraged, Starlight fired another beam of magic right at her to which she swiftly dodged before being attacked from the side, causing her to tumble across the clouds.

“Like I said! That was sloppy! Very sloppy!”

Starlight growled, as she unleashed another magical beam at her to which Twilight dodged as well before firing a few magical beams of her own back at her to which she managed to land hits on with each and every attack she threw at her. While Starlight may be a prodigy of magic, she is clear no master of magic on Twilight’s level and is clearly out of her league against her.

"What is she doing?" Ono asked as she and the others watched the fight from the sidelines.

"Playing it smart that’s what she is doing.” Fuli replied looking on with an impressed smile. "She’s playing on her weakness and getting her burning out her energy without having to do too much on her own."

“Ooh!” Bunga got it. “Like watching ponies running a marathon or how you managed to beat Rainbow in a jousting tournament?"

“Exactly!” Fuli winked at the honey badger as they all continued watching the battle in front of them.

Starlight growled as she kept on shooting magical beams left and right at the princess, but it was as if she was striking air. With a glow of her horn, Twilight appeared then reappeared behind Starlight, tapped her on the back, before greeting her with a friendly smile and another punch to the face. The alicorn then unleashed another magical beam right towards the gut before following it up with a kick to the face that sent her tumbling across the runway. Next thing she knew she found herself hanging on the edge of the very end of the runway faced with a huge drop to the ground that only the power of flight can save her if she fell. Before she could recover she saw Twilight appear before her and then latched her hooves onto Starlight so that she can’t break herself free from and was now left at her mercy with sweat of exhaustion and fear coming from her forehead.

"No, you don’t!” Starlight struggled in vain as she tried to break from Twilight’s grasp. “I will not allow myself to go down like this. Let me up this instant?!”

"No." Twilight responded while shaking her head to assert she isn’t going anywhere. “Not until you let the Rainboom happen as it should.”

“So either I give up what I am doing what you say or you do what Scar did to Mufusa and Kion, and almost did to Simba? That sure seems like an ideal thing for a pony like you for you to do. I see you’ve learned very well from him.” Starlight remarked as she struggled to free herself while trying to get under the alicorn’s skin again.

But Twilight wasn’t budging. “Maybe so, but I’m better than that.”

“Oh?!” Starlight briefly smirked as she continued. “And why is that?!”

“Because I’m not going kill you, not while I am looking at somepony who doesn’t even deserve it. Because I’m not like Scar.”

“Oh yes you are! He told me about what you did when you serving him not to mention what you nearly did to your brother after what he did to you. You had him dead to rights, and you ended up saving him even after all of the grievances he gave you! How is that not worthy of wanting to kill someone!”

“Because it’s wrong and you know it!” She returned with steeled nerves as her piercing courageous and fearless gaze had the unicorn gulping nervously. “Even if you did deserve it, I would be setting a terrible example for ponies that would look up to me and I’m sure the same can be said for you too if you were in my hoofs. To kill someone in cold blood would make me and you no better than someone like Scar who has shown to have moral restraints when it comes to victory. Even if he has to burn the whole kingdom to the ground to get his way. And here you’re telling me you actually believe in his cause?!”

“Because he is giving Outsiders a chance to live in the Pride Lands equally alongside the Pride Landers! That’s why! Just like what I had in back in my hometown right up until you and your friends came along and ruined everything I have worked hard for!”

Twilight could only shake her head in disapproval, before pulling up the defeated pony up from the edge of the runway before letting her go as she dropped to the ground in defeat. She growled in anger in response yet is still shaken up by what she nearly when through. She growled in anger as she tried to recover. She didn't care how exhausted she was, she was determined to finish her off even if it took her an eternity to do so.

"Whoa!" Young Rainbow Dash remarked as she sat on the sidelines, eating popcorn while she and the two bullies she was just racing stopped to watch the two ponies duke it out.

"What are you doing? You have to finish your race!" Twilight exclaimed.

"No way! This is way more exciting! How did you learn how to do fight like that?"

"See? You can't stop me no matter what you do." Starlight's horn glowed bright and the time portal opened once more. The Lion Guard could only sigh with resignation as they found themselves going up alongside Twilight for the third time in a row.

"Oh dear!” Ono commented with a deadpan expression before being sucked up alongside the team into the vortex.

"Aww man." Young Rainbow remarked in disappointment and tossed he popcorn aside.

Once again, the team landed near the map, and fell hard on the ground…again. Spike got up and looked at their surroundings. "That's strange…"

"Well, you obviously don't mean us falling, because that's becoming pretty routine." Twilight remarked in annoyance as she adjusted her wing.

"No, it's just the other times we've come back it's been day! But look!"

Like Spike said, the sky above them showed them that it’s nighttime instead of daytime. And once again, they were in the Everfree forest.

"Why would the map bring us back to a different time of day than when we left?" Twilight asked.

"Um, maybe we should figure it out later!" Spike pointed his claw to behind the others, but at this point, they were already expecting something bad to appear.

“Uh-oh.” Beshte commented with alarmed eyes.

“Don’t tell us, Timberwolves are about to attack us?” Fuli asked with a deadpan expression on her face along with the others.

"Yep." Spike nodded.

“Two big ones, both twins.” Fuli also asked.

"Definitely."

"Bring it on." Ono remarked just when the timberwolves appeared along with snarling and growling at their prey.

Without her magic at her disposal due to it being drained from her earlier battles with Starlight, Zira, and Scar, she had only her hooves, horn, and whatever sharp weapons she could use right now. Luckily given that she’s had training to be able to fend for herself without her magic along with a hidden knife in her mane she was ready to take up the challenge.

“Run!” She ordered of Beshte in order to ensure Kion is safe to which he did just that without protest. “Everyone else, cut them down to size then went bolt out of here and after the others!”

“Got it!”

“Affirmative!”

“Let’s do this!”

“Go!”

Upon her command, the four moved to work together like a team as they charged ahead to confront these two timberwolves standing before them. First Fuli charged ahead with her super speed so that would be knocked off of their legs at the same time Ono relentlessly pecked at them so they would tumble backwards. Then Bunga swiftly used his claws to slash the legs off while Twilight moved in to throw a dagger at one timberwolves’s heart while jabbing another dagger right into the other timberwolves up close thus reducing them to a pile of twigs but not without releasing some howling to attract the other timberwolves nearby.

“Go! Go! Go!” The alicorn princess shouted to everyone as they all ran as fast as they can away from the scene.

The group heavily panted as they ran before coming to a cliff where Beshte is standing standing with Kion in tow. Twilight nearly fell but was quickly caught by the others. Before their eyes they could see a familiar building on the other side.

"The Castle of the Two Sisters!"

The castle was not broken, run down, and abandoned like before. But it was really more of a well-maintained castle. One you’d expect the one in Canterlot to look like. Only the classic gold and purple colors, this castle consisted of mainly blue and dark purple colors with Luna symbols around it. Just then they heard the sound of the timberwolves howling indicated they were getting close.

"Well, don't just stand here!" Spike exclaimed, being the first to run over the bridge that stood in replacement to the rope bridge it once had and hurried into the castle with the others following suit.

Fuli quickly rushed inside a second after Spike went inside while both Bunga and Ono followed after them a few seconds later.

Knowing that Beshte is too big and heavy to cross the bridge, Twilight moved to do the only thing she can do, she worked to carry him by lifting him with all of her upper body strength.

“Hang on!”

She grunted and pushed the hippo upwards as she flew herself across the bridge. It sure took a lot of effort and sweat to push herself into making the flight but she was able to do it after a solid minute of pushing. And in order to buy them time to get inside, without being attacking by the nearby timberwolves, Twilight tossed a smoke bomb across the bridge so that it would create foggy smoke that disoriented them just before they could reach the bridge. And once they were inside, they quickly closed the door, all panting in exhaustion.

Once inside they could see that the castle looked as if it was never destroyed. Recently created tapestries with very beautiful designs hanging on the walls, with torches sporting blue fire surrounded the place.

"This place looks a lot cleaner than I remember it." Spike commented.

"And familiar." Ono remarked in agreement as he used his keen sight to examine the place. “Wait a minute! I think I’ve seen this before. The markings.” He noticed said lunar markings on the tapestries. “These are Princess Luna’s marks! No! Nightmare Moon’s markings! Which means…”

“We’re living in the world where Nightmare Moon took over Equestria.” Twilight finished as she too figured it out at the exact same time.

The group pressed forward walking inside and up the staircases where they spotted a familiar white unicorn wearing a midnight blue outfit with her mane and tail styled into buns and currently rearranging the tapestries around the castle.

"Rarity?"

The unicorn turned to face the guests with an indifferent expression on her face, "The castle isn't open for viewings today. The tapestries all need changing. Again."

Spike ran up to the pony of his dreams, hoping she would recognize him. "Rarity, it's me!"

But this version of Rarity merely scoffed at him before turning away to continue her work. "I don't socialize with dragons. I don't know anypony who would." She coldly remarked, leaving poor Spike to whimper sadly feeling very hurt.

Twilight jumped over in an attempt to speak with her. "Rarity, you have to listen to me! The future of Equestria and the Pride Lands is at stake!"

"I don't know how you know my name, but I am far too busy to entertain some tourist's ridiculous fantasies." Rarity replied while ignoring them to make it clear she isn’t interested in seeing them and wants them to leave right now.

"We have to get back to the map so we can stop Starlight from changing the past, because every present we come to is worse than the last!"

"Time travel, you say?" A voice spoke from the throne at the very end of the room. The shadows covered the stranger's form but given the depictions on the tapestries, the group knew exactly who was sitting on that chair. As her body moved from the shadows, revealing her face, their hearts pounded in horror to match their widen eyes.

"Now that's something I would like to see." She remarked with an evil grin and sharp teeth sported as she said this.

“Me too!” Another familiar voice spoke as she appeared with her body covered in shadow with purple eyes appearing over their heads from behind. She chuckled as she emerged from the shadows to reveal herself as the pony that they have also encountered before that really got their hearts racing to the max while internally screaming inside.…

Midnight Sparkle!