//------------------------------//
// Episode 42: The Cutie Remark and the Scorpion's Sting Part Four 
// Story: The Pony Guard (Season 5) 
// by MXCDarkHorse2020 
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Episode 42:

The Cutie Remark and the Scorpion’s Sting Part Four


Back in the current timeline, Kiburi and his float are stationed just nearby the entrance towards the border. The area itself has rocky surroundings that only people from up high can see what is going on. Hence a good spot for murder to be executed if they choose to commit it here. But right now they have a more important task in mind as they wait for their enemies to come on by in their quest to retrieve volcanic ash to save the Royal Family.

“Here they come.” Kiburi spoke upon seeing the Pony Guard (plus Kyoga and sans Twilight) appear from the horizon. “Now, remember Scar's plan.” He then reminded his fellow crocs before they appeared in front of the Pony Guard’s path when they finally came up to them. “Where do ya think you're goin', Lion Guard?”

“Outta the way, Kiburi!” Applejack ordered.

“Out of the way? You're in my territory, cub. And the crocodile way is to defend it.” He stated while standing his ground.

“Let us through, Kiburi. We don't have time for this right now.” Sunset irritably ordered now ready to lose her patience.

“We’re warning you!” Rainbow angrily stated ready to throw down quickly with her super speed if they don’t back off right now.

Even still Kiburi wasn’t backing down. “No one tells my float to move. Not without a fight. “Now!” He commanded while he and the others snapped and bared their jaws going in for the attack.

“Okay, I warned you!” Rainbow remarked before rolling on over using her super speed to plow the crocodiles aside like bowling pins while she flew by like she was a speeding bowling ball followed Sunset plowing by with the same fiery speed and ferociousness due to her burning anger.

When that happened, Applejack used her lasso to hogtie them all up and toss them aside with one mighty buck with her back legs to send them flying away. And once the crocs were neutralized the Pony Guard all made their way by.

“Later, croc-iddy crocs!” Pinkie cheerfully called out to them before regrouping with the others.

“I'm sure glad we got past those crocs!” Makini happily expressed in relief.

“Yeah, but they cost us time.” Sunset replied while starting to feel anxious herself. “We have to move faster.”

“Especially with a dying king in need of medicine!” Rainbow stated with emphasis already feeling the pressure of what’s at stake here.

“Don't worry Sunset. We won't let anything else slow us down.” Rarity assured with complete confidence.

Just then they find themselves stopped in their tracks when they encounter Reirei and her pack of jackals in their path.

“Well, well. Who do we have here?” Reirei commented with an eager grin.

“Uh, it's the Lion Guard, honey.” Her husband thoughtlessly replied like always.

“I know that, Goigoi.” She returned irritably.

“Then you also know to get out of our way. We're comin' through.” Kyoga stated.

“That’s right! Pinkie Pie Style. And now it’s party time!” Pinkie stated before pulling out her party cannon and quickly unleashed it’s powerful confetti on the jackals.

When the jackals ended up coughing from the confetti, Rarity used her karate skills to swiftly knock out the whole pack in a matter of seconds leaving them defeated with ease.

“Let's go!” Kyoga stated before leading the way forward.

It took a while, but they finally reached the Outlands Volcano, where everyone stopped and sat down briefly so they can catch their breath from all of the running and fighting they just did.

“We made it.” Pinkie said in between breaths.

“Now we just gotta go...up it.”  Fluttershy then added in between breaths.

Just then they heard the cackling and snickering from Janja and his pack as they made themselves known while appearing from their hiding spots.

“You gotta deal with us first.” Janja stated while blocking their path.

“Are you kidding me?!” Rainbow stated with frustration.

“We don’t have time for this.” Applejack commented in complete annoyance.

“Agreed.” Rarity then turned to Fluttershy who looked a little unsure herself. “Fluttershy, darling. Would you please?”

Fluttershy softly sighed before flying up to the hyenas who once again look on amused…

...up until she employed her Stare upon them thus allowing the Pony Guard to get on by without a fight.

But Janja was not about to let them get by easily even her fierce eyes looking deep into her soul. “Oh no you don’t!” He shouted while running right beside Fluttershy and went straight after Kyoga and Sunset.

“No time for a fight! We just gotta get past 'em!” The former stated just when the hyena leader pinned her to the ground before being blasted aside by the latter.

Seeing sparked a gasp and spurred the normally timid pony into taking action. “Hey! Leave her alone!” She stated before body slamming the hyenas in the ribs thus knocking Janja aside in pain.

Cheezi moved to corner Rainbow while preparing to attempt to attack her once more while she was up against the rocky wall. “C'mere, pony!”

Rainbow however smiled confidently in response. “Forget it, Cheezi!” She then quickly flew up and out of the way when the hyena made the attempted charge causing him to slam face first into the rock he previously had her back against. “Oops. Sorry. Should have been quicker.”

Chungu then moved to try to attack Pinkie only for the latter to easily dodge his attempts with cartoon like ease.

“Here I am! Nope! Uh-uh! Sorry! Not quite cutting it! Still getting colder!”

Chungu growled before pursing the pony herself already irritated with her antics.

Elsewhere both Nne and Tano have both Makini cornered with her legs up against the nearby lava stream behind her.

“No! Go away! Shoo!” Makini shouted while swinging her staff at the two futilely.

Luckily for her, Applejack came to her rescue along with Rarity when the former used her lasso to ensnare the former and threw him in the path of the latter hyena when his attacker karate kicked him into his path.

“Thanks, Applejack! Rarity!”

Just then Rainbow Dash came flying by. “Makini, stick out your staff!”

“Okay!” Makini does as she was told but didn’t quite understand why. “How come?”

By doing so, she ended up causing Cheezi who was chasing Rainbow to trip over the rock in his path and ended up collecting both Chungu and Janja while doing so with the latter distracted once more by Fluttershy’s Stare.

“Oh! That's why!”

“Yep! Great job, Makini!” Rainbow congratulated.

With Janja and his clan defeated the path was now completely clear for the Pony Guard to pass through unchallenged.

“Now let's go get that ash!” Kyoga stated as they get by the hyenas who are all whimpering in pain.

“There sure are a lot of bad guys in the Outlands.” Makini remarked in astonishment with what they have encountered so far.

“And that’s why they live here, partner.” Applejack said.“Because these guys don’t respect the Circle of Life to deserve to live in the Pride Lands.”

“No kidding.” Fluttershy said in agreement while catching her breath from all of the fighting and flying. “Oh, I wish we could just teleport on over there and get out of there in a flash.”

Kyoga looked on sympathetically acknowledging that claim. “I wish it were that simple, but I need to have it fully charged so I can be fully prepared for what Scar has in store for us inside that volcano and so does Sunset. 

"Without Twilight and Kion, this is all we got now.” The fiery colored unicorn herself commented only wishing they could do more.

“It’ll be okay.” Rarity assured the worried Pegasus who has that feeling in her knees that they are totally unprepared for Scar’s trap. “I know we're all tired. But we gotta keep going. It's almost sundown.” She directed her hoof on towards the sun where the sky around it is starting to turn purple with pink skies accompanying it.

“Rarity’s right! We got to keep moving!” Rainbow stated before they all continued forward. “Oh…and…” She then realized. “...there is also the fact that I still have your back, Fluttershy. No matter what happens.” She then said gently to her childhood friend.

“We're with you, Fluttershy.” Pinkie added as she tightly hugged the timid pony for a few seconds before they continued on their way up the volcano.

In short time the Pony Guard along with Makini finally made it to the top of the Volcano, who all briefly stopped to catch their breath again.

“We made it. Good job, everyone.” Kyoga congratulated.

“I see the volcanic ash! Down there!” Rainbow reported with his keen sight.

“Great! Let's get it and go!” Sunset said as she and Kyoga led everyone down towards the caldera.

The Pony Guard all proceeded to do so with the Mark of the Evil glowing brightly in the lava as Scar looks on from above unnoticed chuckling to himself, ready to execute the next part of his plan now that he has them right where he wants them.





Meanwhile back in the alternate universe the Lion Guard with Twilight leading them, they are currently meeting face to face with Princess Luna as Nightmare Moon.

Said mare laughed maniacally as her pony guards surrounded the team as said alicorns both flew down and stood before the Lion Guard led by Twilight Sparkle herself who’s eyes are looking in horror at the pony she once was back when under Scar’s servitude.

"Tell me how you came by this magic to travel through time!" The dark colored alicorn with an etheral blue mane demanded to which Twilight was hesitant to reply mainly due to being more distracted by seeing her dark mirror right in front of who smirked right back at her.

And when she didn't answer a familiar voice called her out to her. "The Princess asked you a question!" One of NightMare Moon's soldiers removed her helmet, revealing to be Rainbow Dash, now with an even shorter haircut, lowering her ears angrily as she ordered the younger alicorn to answer their leader. "And unless you wanna end up in the dungeon, you'll tell her what she wants to know!"

"Nopony in my kingdom but me should possess a magic powerful enough to change time."

"Your kingdom?" Bunga asked, right before receiving some 'shushes' from the others along with a slap to the back of the head courtesy of Fuli. Last thing they need is giving the dark mare another reason to have an ax to grind with them.

"Who else?" she asked threatening tone of voice as Midnight narrowed her eyes at the honey badger just knowing what he is going to say next.

"Um… Celestia, of course!"

The group, and the guards, all looked at one another in fear as Bunga had really struck a nerve there with his big mouth. However, instead of blowing her top, both NightMare Moon and Midnight Sparkle laughed together as the former simply pointed her hoof towards the glass window, where they saw the bright full moon with the image of an alicorn on it. The moon glowed brightly blue but had various colors depicting of white and pink, resembling  Celestia's mane colors.

"My sister has been imprisoned in the moon for years! But it is no less a fate than they'd sentence me to! Isn’t that right, Midnight!"

“Absolutely! That mare definitely had it coming big time! Although…” She added as she circled around the now sweating alicorn who kept eyeing her. “...I do have to admit seeing myself before my current transformation is quite a sight to behold. And from the looks of you, I’d say you’re from another world, is that right? Right?!” Twilight looked aside out of fear and shame over what has become of her alternate self without the right guidance in life. “Twilight. Look at me.” Midnight moved to place a hoof on her chin to force her to look at her in her eyes. “Isn’t that right, you are from an alternate universe.”

“Yes.” She quietly admitted much to the taller pony’s satisfaction.

“Was that so hard? Shouldn’t be if you’ve been accustomed to murder which I feel you have at one point. Isn’t it that right?”

“Yes.”

“Murder?!” Bunga remarked like she is talking crazy. “What do you mean murder?! Twilight has never murdered anyone in her life before!”

“That’s right! And for all of her faults, Twilight would never stoop to doing something that low.” Beshte added in agreement while backing her up.

Twilight smiled normally and convincingly but close eyes could tell she looked pretty uncomfortable deep down.

“Oh you think?!” Midnight chuckled in amusement. “Well maybe you should look at your friend a little more closely because not all honest ponies tell the truth all the time.”

“What do you mean?!”

“And what are you implying?!”

Both Fuli and Ono asked and demanded a specific answer.

“You’ll have those answers soon enough assuming Twilight’s willing to tell you sooner or later.” She replied deciding it was best for them to ask her alternate self themselves. “But in the meantime, your friend has something she needs to give my mentor if she cares to live. Isn’t that right, Twilight?”

“Indeed she does.” Nightmare Moon agreed before getting things back on topic with her eyes locked on the shorter alicorn. "Now, reveal to me the source of this time magic!"

The group looked on as Twilight felt unsure whether to do so or not. On one hoof, they can’t give her the secrets to the spell, but on the other hoof they can’t risk getting killed without being erased from existence. And that was led to Twilight’s decision.

"…Alright."

"Twilight, no!" Ono exclaimed desperately.

"We have no other choice, Ono." She said before addressing to the princess, "We can take you to it, but you'll have to get past the timberwolves."

"I am the ruler of all of Equestria. Do you think I can't deal with timberwolves?"

"No. I know you can." She returned rather serious, already thinking the same thing both Nightmare and Midnight are thinking. The others managed to see where the alicorn friend is going with this. Given the alicorn’s experience being like both ponies surely she’ll know how to outsmart them.

Nightmare Moon's horn glowed brightly and a magical blue aura surrounded Spike's body, "And if you were thinking of trying to escape…" chains were levitated around Spike and also wrapped around the others, minus Twilight. Leaving Ono, Bunga, Fuli, Beshte, and even the weaken lion cub struggled to break free of their bounds while NightMare Moon and Midnight Sparkle both smiled. 

"…it will be very unfortunate for your friends." Midnight finished before eyeing Kion specifically. “Especially your best friend.”

Twilight could only maintain her composure in the face of her evil self as the fate of their lives depend on it. She once became Midnight Sparkle out of her own anger and desire for vengeance. She was not about to succumb to it again.

Magical zaps and whimpering timberwolves was like music for the cold hearted and blooded ponies now ruling Equestria as they easily blasted everyone that tried to fight them. The only music in the dark and lifeless forest since there is no one else around to make noise.

While Nightmare Moon levitated the prisoners, Twilight walked side by side with NightMare Moon and Midnight Sparkle, with great composure and steeled nerves. If there was anything Twilight’s good at, she’s able to predict and react accordingly given her past experience as a villain and a mastermind, so it should level out the playing field. 

Finally, they reached to where the map was. The exact same place where they had arrived, untouched and unharmed by the timberwolves themselves. The alicorn's eyes sparkled with delight.

"How does it work?" she asked.

"A pony from our time used this spell to travel back and change the past." Twilight explained once the princess now stood before the magical table.

"And now you will give this spell to me! With it, I will ensure that the Elements of Harmony are never found, and my reign lasts forever!

"But it won't."

"What?!" NightMare Moon clenched her teeth angrily at the pony’s response.

“Want to say that again?!” Midnight flared her horn threateningly at the pony’s face should she dare not to comply with their orders.

“It won’t because there are some things you can’t know about the time travel spell…” She then bravely looked at her evil counterpart in the eyes. “...and there is the fact that since you’re really me from the future you can’t kill me.”

“And why not?”

“Because then you would no longer exist and you would lose your only chance to prove Celestia of what you can really do. And you know that, don’t you?” Midnight glared at the pony fiercely ready to bring her down if needed as she paced around the area around them. “And you also know that deep down you truly wanted to become one of Celestia’s students but you couldn’t because you were given a test that wasn’t what you were expecting. A test that left you upset and devastated to the point you helped Nightmare Moon upon her return when she preyed upon you at your most vulnerable. Little did you, is that had you tried again, you would have been given another chance to get into her school and you soon would have become Celestia’s student.”

“And how exactly would you know this?!” She demanded with an arched eyebrow while curious of the pony’s circular movements with her horn with invisible blue sparks forming around it.

“Because another former student of hers ended up succumbing to her darkest desires. And because of it, it left open an opportunity for you to seize upon which you didn’t take because you were so furious and upset over what happened to even bother trying the test again and instead pursed revenge. And now because of you, she is now experiencing the fact that everypony and everything around her is destroyed and buried because of you two where you could have lived a live of peace and prosperity while having everything you ever wanted like me. Because in my world, my friends and I found the Elements, and used them to defeat NightMare Moon! And I will do everything in my power to bring that world back!”

Midnight while frowning and on the verge of striking her given with how accurate that assessment was, still maintained her composure by chuckling her big speech like it’s nothing new. “Big talk. You done?”

“No. Not yet.”

Without warning, she used her magic to shock the two alicorns with a massive bolt of lightning which sent them flying deep into the woods and then quickly sending the guard’s flying away with a powerful wave of magic. Without their magic keeping them prisoner, the Lion Guard was now free of Nightmare Moon and Midnight Sparkle’s control.

“Come on!” She commanded of everyone who wasted no time in running towards the table where Twilight had activated the spell and the vortex sucked them all in once more just when Nightmare Moon and Midnight Sparkle quickly arrived back on the scene.

“No!” The former shouted just when the Guard disappeared never to be seen again.

NightMare Moon and Midnight Sparkle's reign was still strong, but not for much longer.





The group once more fell onto hard ground, only this time they were ready and managed to perfectly land on their feet. Minus Spike, who still fell flat on Beshte’s back along with Kion who was already riding him due to his recovery from the scorpion’s sting. Upon looking up their surroundings, they see they are back in the Savannah timeline yet again.

“Phew! Talk about another close call!” Bunga remarked in relief.

“No kidding!” Ono said in agreement before trying to make out where they are standing. “Now where are we?”

“Well for starters, we are back in the other world where the Pride Lands is, but…” She looks around and sees they are facing a narrow passageway leading into someplace with a frozen body of water behind them. “...we are not anywhere near the Pride Lands.”

“But why are we brought here?” Fuli asked trying to make sense of what’s around them. “If we just happened to appear right nearby where Kion would be, why of all places would he be here if that’s the case?”

“I don’t know.” Twilight replied uncertain herself before heading on over towards the mountain pass in front of them. “I guess we’ll find out.”

Fuli looked on towards the pass which is covered in complete shadow and looks very mysterious and not in the good way. Personally she isn’t sure if going through there late at night is a good idea. “Are you sure? Because I got a really bad feeling in my fur that’s asking for trouble there.” As the others look on wondering why she thinks that she continued. “I mean think about!  Seriously! Every time we arrive in this alternate timeline we end up getting nearly ambushed!”

“Like with Zira twice along with Kion that one time back when Zira was in charge?” Bunga asked.

“Yeah!”

“Now that you mention it, I’m now beginning to see the trend here.” Ono said now unsure about wanting to go down that path. He then noticed a rock that had painting markings similar to Rafiki’s paintings in the Lair of the Lion Guard from nearby.

“See something Ono?” Twilight asked as he moved to fly on over there.

“Yes.” He answered as everyone else joins in front of what he is looking at. “It looks like a painting that shows us what we are seeing. See?” Everyone sees the painting is able to tell that it looks exactly like the mountain pass right in front of them.

“Poa! What is it?” Beshte asked after seeing the painting itself.

“It looks like some kind of land marker that shows us what to expect and I think it is telling us what’s inside that pass ahead of us.

“Like what?” Bunga curiously asked.

“I don’t know.” Ono replied just when Twilight worked her magic to make the painting come to life featuring said pass is the way to go to get by the mountains.

“Well, it is definitely like the paintings back at Pride Rock.” Twilight deduced. “And whatever this is it is definitely telling us that this is the way to go towards whatever is beyond that pass. So…” She moved to head on over there. “...you can all wait here while I check it out.”

“But Twilight…” Fuli quickly moved to intercept her before she could head on over there. “...I really think we shouldn’t. We don’t know what’s on the other side of that mountain and we might be able to see better when it’s brighter.”

Twilight sighed as she found herself mentally agreeing with what the cheetah is saying. As tempting as it is to find out what happened to Kion in this timeline, they are running thin on time as Starlight plans to keep them here as long as possible until after sundown. “You’re right. Not to mention of what’s really at stake back home.” She gestures everyone to huddle up so they can get back to Cloudsdale. “Come on.”

Everyone all quickly moved to do so as Twilight worked her magic…

...just when a predator emerged from the shadows of the past and nearly clawed and sunk his teeth into the group of friends forcing them to split apart.

“Holy…”

“Whoa!”

Suddenly startled the Guard all scattered in separate directions to avoid this leopard with green eyes that had suddenly appeared and nearly killed them without warning followed by an army of leopards coming after each and every one of them.

Fuli ran at top speed as she managed to shake the leopard on her tail by tricking him into crashing into one of the nearby rocks after tripping up in the deep snow. Ono was able to hold his own by repeatedly pecking at the leopard constantly trying in vain to reach at him with his claws.

The leopard leader himself then ran ahead pursing Ono who thankfully managed to fly high enough to ensure that he secured each and every one of his tail feathers like he did before. Then he decided to pursue Twilight who quickly used her magic to teleport away before he could get near her. He thought about pursing Bunga but he was quick to utilize a stink bomb while using the gassy smoke as cover for his escape by running across the frozen lake.

With all options having already fled, he then decided to think big by targeting Beshte who had the still resting and healing Kion on his back. With a dark smile and his teeth bared ready to sink his teeth into them as he made a mighty charge towards him.

Beshte could only look on ahead while briefly looking back as the leopard quickly gained on him in a matter of seconds. But just before his teeth could reach the slow hippo…

ZAP!

Came from Twilight’s horn as she sent the leopard flying aside into the nearby snow while allowing Beshte to flee and carry Kion to safety. 

Enraged, the leopard moved to charge and attack her, only for the alicorn to swiftly block and counter each and every one of his attacks without breaking a sweat. Then she swiftly swung the momentum he was using right back against him by firing off swift punches and kicks her hooves to his body before following it up with a powerful punch that sent the leopard backwards into the nearby rocks.

Said rocks shattered as the leopard groaned to pick himself up on his feet just when Twilight circled around him with a fair and safe distance. But just before anything else can happen she found herself knocked to the ground by somebody swiftly knocking into her.

The alicorn quickly hoisted up a barrier spell before flipping around to fire a beam of magic right back at the source. She managed to connect with her attack and knocked her attacker away before leaping up in flight to avoid a surprise attack by a giant reptile trying to chomp his large teeth at her. In response, she quickly performed a powerful drop kick on the reptile’s head who reeled back and dropped down to the ground in pain just an army of leopards moved to surround the team when they all came to her aid. Just then they heard a commanding voice shout out to the ones that tried to attack them. 

“Enough!” 

The crowd dispersed to see that their leader ordering them to stand down (for now) is none other than the lion they’d least expect to see at these very circumstances. Kion.

“Stand down, now!”

The leopards, along with the reptile follower all did as they were told as their apparent leader moved to approach the Lion Guard himself with their Pony Guard leader standing in front of them in order to protect them.

“Well?!” Kion looked intensely at the alicorn expecting a good answer for causing a commotion at the entrance to the land he is now in control over. “You have a good explanation of why you and your friends who look a lot like friends I once had in causing a disturbance here at the Tree of Life?!”

“Tree of Life?!”

“Yes, but that still doesn’t answer my question, you strange horse!”

“Excuse me?!” Twilight returned with an offended look before answering the hostile lion’s demands. “For starters, I’m an alicorn pony. And second and most importantly, we didn’t start this fight, your followers did!”

Kion scoffed in response. “That’s what they all say.” He moved to circle around the crew just looking on in disbelief at the familiar faces who are all dead to him here in this timeline. “Along with bringing to life my former friends back from the dead.”

“Former friends?!”

“Dead?!” Both Ono and Bunga asked now being their turn to feel offended.

“Um, Ono, Bunga…” Fuli whispered to the two. “...not in this timeline since without the Rainboom you two never existed.”

“Oh, right.”

“Never mind us.”

“Keep talking like that, and we’ll see how much I mind.” Kion warned while being warded off by Twilight. “And you need to get out of my way before I decide what I really want to do to you all!”

Twilight however refused to budge. “That’s enough Kion! Now what is going on here?!”

“And why are all of those hostile animals all backing you up?!” Fuli added also wanting to know the great big deal here while adding to the disgruntled group. “Yes, I said animals.”

“You dare question our king?!”

“Along with daring to look at him in the eyes and tell him how it is?!”

Both the reptile and snow leopard angrily growled right in Fuli and Twilight’s faces.

“If I were you, I’d quitting talking like that and do we he says or else I will personally see to it that you are the main course of tonight’s dinner, pony!” The lead leopard, Makucha snarled with his threatening scowl right in the pony’s face.

“And if I were you, I think you need to cool it and stand down like your king commands you to do!” Fuli returned with a swift pounce and knock him down onto the ground and away from her friend while using her back legs to strike both the snow leopard and Komodo dragon right in the neck at the exact same time they tried to leap at her. “Because he makes the call of whether you are allowed to continue attacking us or not.”

“And it seems that I might have to do it myself with the way you are attacked two of my followers like that.” Kion returned looking very furious given that he deeply cares for them never mind why Fuli and Twilight reacted the way they did.

“Kion.” Twilight spoke calmly in an effort to reason with the hostile lion. “They attacked us first, therefore we had the right to defend ourselves by reacting the way we just did.”

“And it’s called self-defense. Something that you would strongly encourage if you were in our paw prints right now.” Fuli firmly added.

Kion growled in response as he mentally can’t believe what he is dealing with. To him, random strangers who suddenly come marching up to the gates of the kingdom he now has under control and have the balls to give him orders along with valid reason why he can’t eviscerate them on the spot.

“All right, fine!” He relented while gesturing for the other leopards to stand down completely. “So before I decide how to deal with you all, how did you all end here and why are you all really here?!”

“Wow! That kind of guy who really wants answers, sheesh!” Kion returned a fierce look in the honey badger’s eyes. “I mean we’re going to answer whatever questions you have! Really! It’s just why do you have to be so seriously aggressive over guarding whatever this place is?”

Kion only groaned irritably in response as he led the way on over towards the mountain pathway. "It’s the Tree of Life. And what’s on the other side of this mountain you’ll see why I’m very protective of it."

“Okay.” Ono accepted that response for now. “And in answer to your questions well, we just happened to appear here magically, figuratively speaking.”

“And what do you mean, figuratively?!” Kion asked with an arched eyebrow to show his confusion and disbelief.

“Would you believe us if we told you that we actually mean we literally just magically appear here?” Bunga replied with a nervous smile with a paw rubbing the back on his neck.

Kion looked on suspiciously. “No and yes. It would make sense since it’s pretty clear you’re all not from here are you?” The group all shook their heads in response to assure him of that. “But I have a really hard time believing that’s the case.”

“But you’re giving us the benefit of the doubt?” Fuli pointed out.

“Because I did have something magical happen to me once.”

“The Roar?”

“Yes. And how would you know that?”

“Because…” Fuli calmly said before Kion could turn angry once again. “...where we come from we’re from we are great friends protecting another kingdom similar to what you are doing.” Kion looked aside feeling deeply ashamed the more and more she listens to her. “And that’s something you would do if you were the king, right?”

“Yeah.”

But the look on his body language pretty much tells her along with everyone else that might not be the case with this Kion they’re dealing with.

“You’re lying.”

Kion didn’t respond that time not even in anger as they all reached the end of the pathway leading up to the other side of the mountain as they see a sight that none of the Guard would ever expect to see.

Along the path there were bare bones of various dead animals. Some from animals they know and some from animals they don’t even recognize. No words could describe it. Not even the whole land in front of them as it is something that only one other individual would allow to happen before their eyes. The whole land was nothing up dried up grass, along with nearby watering holes all dried up, along with all of the trees in the vicinity.

Clearly to the Lion Guard along with Twilight something really bad had happened and that Kion was the unwitting instigator of tragedy. What was supposed to be a glorious and wonderful land for other animals to enjoy under another benevolent ruler’s paws has turned into something that Scar would be content with if he were in charge.

“Hapana.” Ono gasped along with Beshte and Twilight.

“What is this place?!”

“Kion! What happened?!”

Kion remained silent for a few seconds. He remained unsure and conflicted of whether to tell these strangers the truth out of fear that he’ll be ruined. But then again, his reputation is already in the gutter given with what he allowed to become of this land. So maybe just maybe telling someone when he is at his lowest point even while scared and angry might get them to back off.

“Me is what happened.” Kion still looked on ahead while not making eye contact with the others as he recalled the memories leading up to this starting with the memory of him running away from home. “I was living out on my own when I left the Pride Lands. By then I had already lost Ono and Bunga due to my failures as a leader of the Lion Guard that never came to be. Then I heard stories about this great land where travelers and Outsiders like myself can go and get healed while living a life of no worries and responsibilities. When I finally got there I was hoping for a warm and inviting welcome bit instead I got attacked by this group of lions that immediately treated me like an enemy and kicked me out before he could even get a look at the place. It was like once one lion was quick to ambush me and I ended up injuring him in self-defense the rest is history. Knowing that I was clearly outmatched I was left no choice but to leave without getting the chance to explain myself thanks to the lioness in charge. Just when I was about ready to cut my losses and head somewhere else to who knows where, I was approached by a group of animals I’ve come across along the way. Makucha, Chuluun, Oro, and Mama Binturong.” He gestured to three out of four of the names and allies that came to him that day.

“Wait!” Bunga raised his paws out after noticing the math is off. “Mama Binturong? Who’s she?”

“Right here.” Said individual happens to be a large binturong appearing right behind them. “And as my name could tell you understand why my name is Mama Binturong. And it was because of me that Kion along with the rest of his crew were able to take over this kingdom in the first place.”

“How?!”

“And what did you do?!”

Both Ono and Bunga angrily asked already figuring out she played a big role in this alongside Makucha.

“Simple. I played to this Night Pride’s weakness and got them to take me in as a weak and helpless animal like everyone living there.” She responded with such smug satisfaction she didn’t regret ever doing it.

“Kion? Is this true?” Beshte asked the lion who couldn’t even deny that as smug as she is she is indeed telling the truth.

“At this point, I wish she was.” Kion could only say before continuing while recalling more memories of what led up to this moment. “After trying to reason then fight our way by didn’t work after a few times, Mama Binturong came over and meet with us. Since she’s heard about the Tree of Life along with all the plants it has offer, especially Tuliza, she was more than happy to help us out. Since the place takes in the weak and helpless it would provide us a way to keep the Night Pride occupied while we caught them by surprise. And it was only because of me that the plan was successful given that I was watching her every movement unnoticed and I acted fast.” As he recalled his fight with the Night Pride leader he looked on pained as he recalled exactly what he did when he fought her. “And without hesitation I decided to silence her before she could alert her comrades...permanently.”

Twilight gasped as the realization dawns on her immediately. “You killed her while the others killed the other lions?!”

“Yes. I did.” While the act itself was done without hesitation, it wasn’t done without regrets. “And with no other leaders around to take over it was with a heavy heart that I assumed the throne especially when the lion who was queen here had died of old age by the time we found her.” Unlike his grand-uncle, his tone definitely implied he feels remorse over what he did to obtain the throne along with seeing the weak and disappointed expression on her face when she passed away. “And I thought to myself I could do my best to rule this kingdom. Only while I was trying to reach out to the other animals and herds that used to live here, my followers had other plans.” He then glared at said leopard, snow leopard, and Komodo dragon for their role in the matter. “While my back was turned they went ahead and decided to make meals of out of the many animals they could get their claws and teeth on. And they tried to cover it up by claiming they ran off and attacked them first.”

“Well what can we say.” Makucha chuckled like it’s no big deal. “Leopards got to eat too. And with a kingdom filled with delicious meals that your taste buds right in front of you how could we pass it up for the sake of properly ruling this place.”

“That’s right! And considering how hungry we are now with no food, no water around we were doing ourselves and everyone else a favor.”

“Yeah! And you have the nerve to call yourself a good king? If anything I should be in charge here not you, cub!”

Makucha however stepped in between the lion and Komodo dragon as he begged to differ that. “Uh, no it should be me!”

“No! Me!” Chuluun moved to get in the mix as the three growled and scowled at one another ready to rip each other apart.

“HEY!” The argument was quickly broken up when Kion growled fiercely at the three ready to attack them if they keep this up. “Break it up, now!”

“Oh yeah?” Ora looked ready to chomp his large teeth at the young lion. “You going to make us?”

“Yes I am!”

“Oh yeah?” To prove his point to show he isn’t intimidated by his boss, moved to chomp his teeth right at him where the lion himself narrowly missed out on a dose of venom.

Kion himself ended up stumbling as the komodo dragon moved to repeat the process while constantly advancing on him until he ended up tripping up on a nearby rock that caused him to fall hard onto the ground.

Oro smirked as he relished in a grand opportunity to kill what he views is this terrible leader with one huge bite from his teeth…

...just when Beshte quickly rushed over and body-slammed the venomous reptile aside so hard that he ended up tumbling down the nearby hill and ended up breaking a leg from the fall.

Already angered, both Makucha and Chuluun moved to attack Beshte only for Fuli to quickly counter their attempted attack by knocking them off of their paws in a swift manner. Followed by Bunga leaping on and off of their heads like he is crossing a river with stepping stones and Ono firing his beak right at the snow leopard until she followed suit with a downhill tumble.

And last but not least Makucha along with Mama Bintroung were left while backed up on the edge by Twilight who is not having any justifications for trying to off Kion.

“Now come on, pretty pony.” Mama Bintroung pleaded. “This is all just a big misunderstanding.”

“No, it’s not.” Twilight firmly replied not showing any mercy to her nor Makucha. “We saw what we saw and you all clearly don’t have any respect for someone who is trying to prove his worth as a good leader.”

“But you saw what has happened. You heard what you’ve been told. So why side with this terrible excuse of a leader?” Makucha asked failing to comprehend why she and the others are defending him.

“Because despite his terrible temper at least he was trying to be a good leader. While he was trying to get along with the animals who used to live him, none of you ever listened to him when he tried to get you to follow his lead. Instead of helping him you instead took advantage of him. You all had no qualms of destroying this land even if that means satisfying your own greed to do so. You all brought this on yourselves, and now it is time for you all to go.”

Before they could do anything about Twilight worked up her magic in forming a tornado powerful enough to suck every bad guy up inside it and sent them riding away from the very kingdom they laid devastation to. All while Kion watches on in astonishment with everything that had happened and every word Twilight had just said about him while telling Makucha and his allies off.

“You okay?” Twilight asked as he helped the lion up to his paws.

“I am now. Thanks to you and your friends saving me.” Kion honestly replied but couldn’t help but wonder why this is happening. “But why? Why after everything I did here would you all still help me?”

“Because deep down you’re not a bad lion.” Twilight honestly and firmly answered. She then smiled as she assured him of that. “You were just scared inside and consumed with anger that you weren’t seeing things clearly.”

“And believe it or not, you were trying really hard to make things right.” Fuli added in agreement. “You were just backed by others who were only it in for themselves.”

“But I still sided with the bad guys and allowed them to take over this place. I failed to keep them under control.”

“But they also played with your emotions into thinking they had your best interest.” Twilight counter replied. “It’s bound to happen to anyone. Even me.”

“You?”

“Yes. And back where we are from we are great friends and teammates leading others that have our backs in protecting kingdoms from great evil and others who don’t respect the very balance that keeps this land flourished with plants and life around it. Not just one but two kingdoms, all while working together, no matter how hard it gets, we always have each other’s backs. And at one point I helped achieve that by siding with the enemy who helps to be your own grand uncle Scar. To this very day I’m still fighting to keep him from ruining that balance.” Kion looked on in awe immediately seeing Twilight as someone he can see eye to eye with it considering how effectively manipulative the lion really is.

“Really?”

“Yes.”

“Hevi Kabisa!”

“I know.”

“Anything I can do to help keep that from happening?”

“With you not much there, but you do right now here.” Kion looked on confused until she continued with where she is going with this. “Right now you have the opportunity to make things right by showing future subjects of how the one true king like you cares for his subjects.”

"But how?”

“Well for starters since there is no food and water here for now…” Fuli chimed in. “...you’re going to have to leave this place as difficult as it may be for you and whoever used to live here since the damage is pretty much done at this point.”

“Then you go out there and find herds of animals you need your leadership but most importantly your friendship as of course you’ll definitely need a new Lion Guard to back you up in restoring this kingdom to it’s former glory.” Twilight added.

“But my dad said it has to be all lions.”

“Never mind what your dad said. What’s really important is what you believe is right. Who else you really think deserves to be a part of the team that protects your new kingdom. Someone that’s really fast, strong, brave, and with the Keenest of Sight. Like them.” She gestured to said Lion Guard members who fit the bill to the T as they all smile proudly and confidently to showcase that he has what it takes to do so on his going forward. “And if you’re worried about turning out to be like Scar, don’t be afraid, Kion. Trust your instincts. The Roar will be there for you when you need it. Until the Pride Lands end.”

“The Pride Lands?!” Kion’s mind was now flowing with concern and worry once those words flowed through his mind. “I forgot all about that place! It’s been so long! I hope it’s not too late!”

“If you hurry back home now, you might still be able to stop Scar before he incinerates whoever is trying to retrieve ash from the Outlands Volcano!” Bunga stated before quickly adding. “Which shouldn’t have already happened by now.”

“Oh, that I will...um…”

“Bunga!”

“Bunga, right.” But while briefly looking back at the defeated former followers trying to make their way back inside the Tree of Life kingdom now racing their way across the frozen lake, he had an idea. “But first…” 

By locking eyes on his enemies, the clouds behind him grew darker and grayer as Kion closed his eyes and then unleashed the Roar of the Elders on them for the very first time in a long time. The Roar itself is as powerful as it was when he last used maybe even stronger than before as he managed to create a crack so large and deep the ice gave way and caused the three along with the rest of Makucha’s pack to all fall into the ice cold water underneath it when it gave way. Said enemies ended up having to cling up onto the ledge of the nearby fractured ice pieces in order to avoid suffering complete hypothermia. And when that happened, they all decided to immediately retreat and run far and fast as their bodies in their current state can carry them away from the Tree of Life for good.

After looking on and taking a moment to smile with pride for driving away the animals that caused more trouble than good, he then set forward to resolve restoring the peace and prosperity of the two kingdoms.

“Best of luck, Kion.”

“And I wish the best of luck to you too, Twilight.”

Once Kion was already running off and far ahead with his restored spirit guiding him back, Twilight worked her magic as she got the vortex to open up once more where she and the rest of the Lion Guard all got suck upwards inside of it before it closed up once again.





The vortex opened once more, allowing the Lion Guard to land on their respected clouds, and Twilight quickly spotted Starlight coming at her. With a zap from her horn, she froze the unicorn in the same crystal prison she had trapped her and her friends in previously.

"Now more than ever I know how important it is to stop you!"

But even from her crystal clear prison, Starlight's horn was able to blast herself free as she levitated herself upwards over the cracked pieces of crystal, her mane raising upwards like a flame as she did, smiling ever so arrogantly and maniacally at the princess.

"Well, good luck!"

And so, it began once again. The two ponies battled it out in a race against time to change the future the way they saw fit. Only, while Twilight was doing it for her friends, Starlight was doing it for herself.

Again and again, time shifted back and forth with the group. Twilight did her very best to stop Starlight from keeping the Rainboom from happening, but the unicorn managed to stay one step ahead of her. At one point, she simply tripped Rainbow Dash during the race which sent the group to a future where Tirek had won and was destroying Equestria. In the Pride Lands, they witnessed hyenas that helped Scar to power running amok, destroying everything in their path without said lion around to oversee it.

Next, Twilight tried to freeze Starlight, only to accidentally freeze Rainbow Dash when the unicorn stepped back to evade it. She clapped humorously at her attempt, which in turn sent the group to a future where they landed on several fluffy toys and witnessed Discord chasing Luna and Celestia, all wearing clown outfits, but a happy Discord wearing a king's crown and cape while holding a scepter and chasing them on a unicycle. In the Pride Lands, it is now being overrun with reptiles including Ushari, the skinks, Kenge, and Sumu all marking their territory all across the kingdom….

Something that nobody in the group not even Bunga understood that one.

Back in the past, before they could even do anything, Starlight used her magic to make Fluttershy fly through the obstacle coarse, which once again sent the group back to the future, where they saw the Flim Flam brothers of all ponies destroying all the trees of the land with a bulldozer, and finally the Pride Lands being taken over by an evil Kovu who leads the Outsiders out on a hunt on their newly conquered kingdom, looking as fierce and hungry as Scar did,, alongside his evil siblings.

"Just how?!" Fuli exclaimed with her patience now running thin. "How does that pony always one step ahead of us!"

“Probably because she had Scar’s guidance.” Bunga suggested earning him a raised brow from the cheetah because it was a rhetorical question. “I mean she is doing it under his instruction and orders. Keep us fighting here either until she gets a satisfying future to her and Scar’s liking or up until she runs out the clock so that the Royal Family doesn’t make it.”

“Bunga that’s...one of the smartest theories you’ve ever said.” Ono then came to admit himself. “Either way Scar wins.”

“Okay, great!” She sarcastically and angrily commented. “And just how can ‘we’ win?! Show Starlight exactly what she is doing to all of Equestria and the Pride Lands by eliminating the Sonic Rainboom all together?!” Twilight looked on like she is actually onto something. “You know I’m kidding right, Twilight? Twilight?!”

Twilight smiled genuinely in response. “Precisely!”

Hearing that reply caught most of the others by surprise unsure if that’s a good thing or a bad thing.

“Huh?”

“What?”

“I was kidding!”

“I know.”

“But why?”

“Because I’m thinking maybe we do need to show her what she is really doing to both kingdoms. All of Equestria and the Pride Lands.”

“And what do you think that will accomplish with Starlight?” Ono asked.

“That Starlight will see what damage she is really doing in pursuit of seeking revenge against us.” Twilight answered before moving to make sense of it. “I know this doesn’t make sense but I have a real gut feeling that we should at least try it because I don’t see a pony who’s all bad inside her heart.”

“I think I get.” Beshte replied being the first to make sense of it. “Because I don’t any of the bad guys were truly happy when they finally got what they wanted by pursing revenge.”

“They sure weren’t.” Bunga agreed.

“No kidding.” Fuli spoke up as she thought more and more about the never ending cycle and how nobody ends up winning because of it. “Now that I think about it, I can now see where you are coming from.”

“But will it actually work with Starlight?” Ono asked still feeling doubtful that Starlight will listen to reason.

“Only one way to find out.” Twilight replied to assert it doesn’t hurt to try especially when trying to handle it by force has eaten up enough time by now before getting the vortex to open and close up once again so they can go back to Cloudsdale again.





Once the vortex led the group once more back to the past again, where the Lion Guard rested on clouds and Twilight moved to approach the unicorn waiting for her with Spike riding on the former’s back.

"Up for another race-ending fight, Twilight?" Starlight remarked in a taunting manner while standing on a cloud as the alicorn herself moved to act on her new approach.

"No. You were right. I can't stop you." Starlight quickly fired off another attack at the alicorn, only for it to be deflected by one of her force fields. "But you can't stop me from trying, and we could be stuck doing this for all eternity!"

"If that's what it takes to keep you and your friends from getting your cutie mark connection, then I'm game!" Starlight looked on maliciously as she sent another blast at Twilight, who once again effortlessly deflected it with her force field before moving to reason with her. Much like she did with Kion from all three alternate timelines.

"What you're doing goes way beyond cutie marks!" She levitated a cloud, forming a small hill with a house at the end and created a small snowball which grew and grew as it slid down and crashed into the house, destroying it. "Everything we do here in the past, even the smallest change, can snowball into an avalanche of trouble for the future!"

Starlight Glimmer only rolled her eyes as she zapped the cloud away, "Oh, next I suppose you'll tell me that "the fate of all of Equestria hangs in the balance"!"

"It does!"

"Spare me your overblown ego! No group of friends, not even Princess Twilight's, is that important!"

With another zap from her horn, Starlight blasted Rainbow Dash off course, which caused her the race, and triggered the spell once more. Just as the group was being sucked into the portal once more, Twilight had another say in the matter.

"I don't know how important other ponies' friendships are to the future, but I can show you what the world is like without mine!"

Lunging herself forward, Twilight grabbed hold of Starlight Glimmer just in time in order to ensure that the vortex would to suck her along with everyone else for the ride.





In a blinding flash of white Starlight landed on the ground, shoving Twilight Sparkle off of her before getting ready to fight again. Only, she realized where they had landed. The wind was blowing strongly, making her mane and tail move in sync with the wind currents, and realized there wasn't any sunlight, plant life, or anything else around them. From the lifeless emptiness, to the little color. 

"Where are we?!" She demanded to know.

"The future." Twilight replied, her hair flapping against the harsh winds while placing a hoof on the map, "Or rather, the present."

"But there's nothing here!"

"I wish I could say I was surprised. But what you see around you is the truth within the eye of the beholder. All of this where nothing and nobody is around and living in this world in both where the Pride Lands resides and all of Equestria. All in the name of pursing revenge and destroying the peace and harmony along with the Circle of Life."

Fuli then moved to speak next. "And it is all traced to by stopping the girls from getting their Cutie Mark bond which resulted in them never meeting Kion…” She gestured to the weaken lion resting on Beshte’s back. “...who never created the Lion Guard nor bonded with our friends in the Equestrian world. Every world both here and there we come back to is worse than the last. You may not think our friendship with Kion and the Pony Guard are important to Equestria, or to us, but they are."

Starlight hesitated before firing back an angry retort. "I don't believe you!"

"Come on, Starlight, look around!" Ono turned his head to direct everyone’s eyes at the barren wasteland before them.

"Everything in the past affects the future, even the tiniest act." Twilight added. "And what you're doing leads here."

Upon seeing this had Starlight truly seeing this is the end result of her tampering with the events so that the bond never happened. Deep down this isn’t want she envisioned out of achieving victory. All she wanted was to get back at Twilight and Kion along with regaining her village in return for helping Scar conquer both worlds, not destroy to them. In her mind, she is really having a hard time understanding of how what’s happening now is actually happening. Not once did the true consequences sink in of what little there was to be gained out of it and how very much there is to be lost. But even still she vehemently refused to believe that what she is being told and shown is true.

"I know I can't stop you, but I thought showing you this might change your mind."

"Change my mind?" Starlight angrily yelled back at the alicorn. "You don't know anything about me! I was perfectly happy before you and your friends ruined what I built!"

"I don't know what happened that led you to make your village without cutie marks, and I'm sorry my friends and I had to take it away." the princess replied sincerely, not showing any signs of anger or hatred towards the pony.

This only further infuriated Starlight even more. Instead of being faced with ongoing fighting and hatred just like Scar would have wanted, she is being shown mercy and compassion.

"You want to know what happened to me?! I'll show you!"

Starlight levitated her body upwards, hovering over the map before zapping it with her time travel spell. The map itself glowed once she hit a specific spot and the group was sucked into the map alongside Starlight Glimmer.





The group arrived in a little village with lovely houses and happy ponies all around in the broad daylight with brightness and color to match the setting.

"Where are we?" Twilight asked Starlight, who narrowed her eyes.

"That map of yours is connected to every part of Equestria, and this part is my home." Said with 'my home' emphasized negatively on her part. She then led the group to one house in particular. 

Inside, they spotted a pair of little unicorns. One was a young filly and another a young colt. The colt had an orange colored coat, with red-brown hair styled into a mow-hawk, and had bright blue eyes which smiling and glimmered equally brightly at his fellow unicorn friend. Who likewise clapped happily when he levitated a book to the very top of a stack of books on the table and both had blank flanks.

“Aw!” Bunga smiled upon spotting the unicorn he recognized, “That little filly with the pink coat looks a lot like you, Starlight.”

“That’s because that little filly is me.”

“But then how and why would a sweet and cuddly pony like you become a crazy control freak like Twilight…” Everyone all shot looks at him for that comment. “...formerly. And who’s the other pony you were playing with back then?”

"His name was Sunburst." Starlight replied, her voice softening as she explained her past. "He and I did everything together. In fact, I don't remember us ever being apart." Her voice shifted back to her normal harsh and vengeful tone. "Until today."

The group watched as Young Starlight struggled and panting to levitate one book from the pile, before giving up. 

"Come on, Starlight! Give it another try!" Young Sunburst insisted.

"I don't know, I'm not as good as you are." The young filly replied back with a sweet and innocent tone that heavily contrasts her future self.

"Don't sell yourself short. You're the smarted unicorn I know, don't ever forget that, okay?"

That alone shows how much Sunburst truly was a good friend. He was the one who gave Starlight her confidence to begin with. Just by witnessing this they could all see just how much he really meant to her. In a lot of ways, the Lion Guard could relate to her.

"Come on, we're not stopping until you give it one more try!"

"You really think I can do this?" Starlight asked with red cheeks.

"I have no doubt!"

Present day Starlight smiled softly at the memory. Back then Sunburst was the only and true friend she ever had, there was hardly any other pony like him in the village. And what made him so special was the fact that he understood her better than anypony else.

With her tongue sticking out to the side of her mouth, and her determined gaze on the one book she was struggling to move earlier, she used her horn to levitate it without tumbling the pile. At first...before the pile moved to tumble five seconds after it had happened. It wobbled and moved to collapse right on top of her who can only shield her eyes, to brace herself for the impact…which never came.

And that’s because Sunburst managed to come to her rescue before the pile could squash her, each one glowing in his sunny bright aura which matched the one coming form his horn. His body began to rise and so did the books. By saving his best friend, something was triggered within Sunburst. His entire body began to glow while the books all circled around him, spiraling rapidly before being placed perfectly on the shelves one by one. Sunburst looked exhausted as he landed, his body glow slowly diminishing before feeling something on his flank...

His very own cutie mark! Right before their eyes, a cutie mark depicting a bright shimmering light with stars around it appeared on his flank. He could not believe his eyes, and neither could Starlight.

"Sunburst! You got your cutie mark!"

"I--I don't believe it!" He leaped around and whinnied excitedly. "Starlight, can you believe it? Oh, wait! Are you okay?"

"I'm fine, thanks to you."

Just then the door’s busted open and Sunburst's parents walked inside. Initially they came wondering what the commotion was all about before locking eyes on their son’s recently acquired cutie mark.

Seeing that sparked so much pride and joy, they wasted no time in whisking their son away and show every pony in town of what had just happened inside their home. The ponies outside all cheered happily for the young colt, lifting him up and celebrating around town…all the while leaving Starlight Glimmer alone to watch. In all the excitement they had forgotten about her. 

"At first, I was happy for him." Starlight explained as the scene unfolded before their eyes, "But as the years passed, Sunburst and I grew farther and farther apart. He spent less time with me and more time with the other ponies who had their cutie marks, and when that wasn’t the case he would be at home studying."

During said time frame, Starlight found herself playing by herself since she never found another friend in town who shared the same special bond the way Sunburst did all while he continued making new friends, all with cutie marks of their own. Little did she know even to this very day was that Sunburst never truly forgot her having wished every single day that he could spend time with her like before, but the day never came due to what happened along with the fact Starlight has been living a life of isolation ever since.

Then the day came where Sunburst would leave having just departed town just when Starlight arrived seconds too late before they could have one last conversation together. Leaving the poor pony in tearful heartbreak that her last chance just slipped right out of her hooves.

"And just like that, my friend was gone. His family recognized his magical talent and sent him off to Canterlot. I never saw him again."

Bunga bawled his eyes like a baby to the point gushers of water came from his eyes like Pinkie would do if she were here to listen to this. “that is Un-Bunga-veilably sad!" During his blubbering, his tears ended up soaking Fuli who shook his fur dry clean before fetching herself a nearby umbrella to shield herself from the waterworks the honey badger’s producing.

"But, why didn't you see him again?" Beshte asked.

"Because of his cutie mark!" Starlight's sadness faded, turning right back into anger once again. But even so, tears still came out of her eyes. "He got his, and I didn't! He moved on, and I didn't! I stayed here and never made another friend because I was too afraid another cutie mark would take them away, too!"

"That's ridiculous." Twilight commented. "A cutie mark can't take your friends away!"

Starlight wiped away her tears, "Not everypony's lucky enough to get her cutie mark at the same time as her friends!" Using her magic, she activated the vortex once more and took herself and the rest of the group with her back to the day the Rainboom happened, where everyone landed on the clouds yet again.





"You don't know what it's like to lose a friend because of a cutie mark. But once I stop the rainboom, you will!" Starlight's magic levitated the scroll from Twilight's satchel, holding it in front of everyone, with her eyes wide and her irises shrinking, her insanity has reached it’s peek.

"And when I destroy this scroll, there will be no way for you to change it!"

The team watched in horror as the paper was slowly being torn apart by the enraged unicorn. Without the scroll, nothing could set things right. Everyoe would be all doomed to endure and live through with these horrible futures fate has in store. Someway, somehow, they had to stop Starlight from going through with this.

"Starlight, please don’t!" Ono implored of her. "We've seen where this leads, and so have you! If you alter the future, you’re going to do more harm than good, to the point every will suffer because of you."

"Oh, please! Like any of you know what I went through?!"

"I do!" Fuli stated loudly and firmly enough to get the unicorn’s attention and for her to briefly stop ripping the paper up. "Sunburst was more than just your best friend? Your future special somepony." Starlight gasped frozen in shock by how on the mark she is. 

“What do you mean?” She uttered quietly once she briefly recovered.

“Because I had friends whose bickering caused the one cheetah I saw more than as a friend run away from home, never to return to this very day. Like you I had that special look in his eyes the same way you shared with Sunburst. And I too went through that very heartbreak you’re feeling now.”

“Oh is that right?!” Starlight scoffed while resisting the urge to tear up. “Well if your so-called friends really do value your friendship so much why were they worth forgiving?”

“Because they went through every day since I left them trying and searching every inch outside of the Pride Lands trying to find him and they were both truly remorseful and regretted the way things went down.” She looked over her shoulders. “While I didn’t have cutie marks back then and we don’t have them the same way you ponies do, I do know a thing or two about pushing away friendship and holding onto the past. And if Sunburst were here, he wouldn’t have wanted any of this, because he won’t be seeing the pony he befriended and loved all because you pursed something that wasn’t worth pursing.”

“Fuli’s right, Starlight!” Bunga said while moving to speak himself. “Just because things didn’t work out the way you wanted doesn’t mean you should do bad things to cope with it. Sometimes things change later on in life, and you just need to adjust to it so that it still works out. And I’m sure your friend back then would have done the same had you tried again to make it work.”

But even still, Starlight still refused to believe any of them. "Oh, spare me your heart-to-heart nonsense! You're just trying to talk me down so you can save your precious Pony Guard friends in time!"

"But it's not just them, Starlight!" Ono stated, taking his turn to speak up. "We're doing this to save you too! If you rip that scroll there will be dire consequences for not just us, but you too! If you do this, you lose every bit of sanity you have left and you’ll find yourself committing even bigger atrocities you could ever imagine. And by the end of it, you’ll never get another chance to redeem yourself ever again without our friends to help keep you in check." He briefly flew beside her to add while shifting eyes between her and Twilight. “Believe me, we know what’s it like and it’s happened before.”

Starlight only rolled her eyes as she groaned while continuing to rip the scroll even further. "Ugh, what's so special about your friends?! How can a group of ponies along with a lion, hippo, honey badger, cheetah, and egret who are so different be so important?!"

"The differences between us and our friends are the very things that make our friendship strong!" Beshte explained. "Because of said friendship, I found a new family with Applejack and much like with Kion who shares the same brother and sister like bond with Twilight, we see each other as family together."

Starlight's eyes closed shut as tears rolled down her face. "I thought Sunburst and I were the same. But we turned out different, and it tore our friendship apart!"

"So try again!" Beshte encouraged. "Make new friends! And if something that you can't control happens that changes things, work through it together. That's what friendship is."

Twilight then spoke next. "And it's not just my friendships that are important, everybody's is! When yours ended, it led us here, but just imagine all the others that are out there waiting for you if you just give them a chance…including us." Starlight looked on unsure and uncertain of what she meant by that until she then said. “If you stop now, this could be a start of a whole new friendship between us.”

Hearing that Starlight both astonished and baffled with what she is just being offered. “You...you want to WHAT?! Even after everything that had just happened?! But...WHY?!”

“Because you deserve a second chance in life. The same opportunity my friends gave me when I was in the same position you were back then even after I sought revenge against them. Because of them, I’m a much better pony than I was before. And they’re all willing to do the same to you if you’ll let them help you too.”

More tears fell from Starlight's eyes as she tries to process what she is being told. "But…if I do, how do I know they won't all end the same way?"

"I guess it's up to you to make sure they don't. It might not all work out in the end and it’ll take some time, but it’s all worth trying and pursing, because that’s how friendship works." The princess extended her hoof to the crying unicorn, who looked away with uncertainty. "Please, Starlight…trust me on this."

Starlight Glimmer looked back and forth from the hoof to the scroll. She looked upon their faces including Kion who managed to wake himself up long enough for this, seeing them all eagerly hoping she would take the offer with encouraging expressions. After some internally debating and hesitation…

...she took it.

With a shy smile she placed her hoof on Twilight's, as the princess warmly welcomed her into her circle of friends, dropping the scroll for Spike to grab it. Then, right above their heads, a booming sound was heard and a beautiful rainbow arched over their heads, as the Sonic Rainboom happened like it’s supposed to with a beautiful wave of color shimmering in the sunlight across all of Equestria. Starlight looked on in amazement seeing she actually and nearly prevented this all from happening.

And with the Sonic Rainboom happening, Fluttershy realized her talent for animals, Applejack returned home, Rarity found the gems she had been missing, Pinkie Pie found her smile and cheerful demeanor and Twilight Sparkle's magic was activated thus becoming Princess Celestia’s student. Not to mention the fact with the Rainboom's ripple effect felt in the Pride Lands, Ono was saved and born into existence, Bunga managed to live to this very day thanks to Kion discovering the Roar for the first time, and thus the Lion Guard was reborn into existence as well. 

The vortex opened once more, Twilight held her new friends close as she and the group were sucked in one last time.





The vortex opened once more and, once again, the ground landed on the ground. Only, this time it wasn't just any ground. But very familiar and safe ground since they all landed on the floor inside the still standing Castle of Friendship. With the Rainboom restored, everything was back to the way it was before Starlight tampered with it before the vortex closed one last time while taking the scroll along with it, never to be seen, or used, again. The castle had returned and the present was back as it was.

“Aw yeah!” Bunga jumped for joy as he basked in his surroundings. “One magical map of Equestria, check!"

Spike repetitively kissed the floor. "One castle of friendship, check!"

“And now to go fight Scar!” Twilight stated as she wasted no time in rushing on over with the current task at hoof needing to be dealt with as soon they got back here with the still weaken Kion in tow.

“Let’s!” Bunga stated before running on over towards the exit only along with everyone else.

“Starlight!” Twilight called out to her while gesturing her head towards the door. “Come on!”

“You mean…”

“Yes! I’ll explain on the way! But for now, let’s go!”

Without missing a beat, Starlight complied with her orders as they made their way on over where the whole army of Scar is preparing to destroy the Pony Guard.





Said Guard has currently made it’s way down towards the caldera where the volcanic ash needed to cure the Royal Family is waiting for them.

Makini wasted no time in quickly scooping up plenty of ash needed to heal everyone and placing them in her provided gourds. "I've got it! I've got it! Well, actually, the gourd's got the ash. But I've got the gourd!”

“And we have just enough time to get back by sundown if we leave now.” Rainbow added feeling better already now that they got what they needed from here.

“Ready! Let's go!”

“Great!” Kyoga’s satisfied smile turned into a look of caution as she looked around their surroundings inside the volcano. “Now, that just leaves the matter of whatever trap Scar has placed for us down here.”

“And here it is!” Said villain's voice said to the group as he appeared before everyone in the flesh, smiling evilly like always.

“And just the half lion and alicorn I want to see!” Rainbow furiously stated before trying to charge at him once more as quickly as possible. 

But given of how quick Scar is he just stepped aside and the pony herself ended crashing face first into the wall. And she didn’t have time to react when she was levitated and sent slamming face-first into the ground without even a second glance.

“Such a pity.” Scar shook his head. “Coming from the pony who caught onto me more quickly. Disappointing.”

“And equally disappointing that you think that you can stop us from whatever you’re planning to you now, Scar!” Applejack retorted without feeling intimidated visibly.

“Really, Honest Applejack?” Scar chuckled. “You all know what I’m up to? Each and every one of your average-sized brains have pieced together the rest of my plot?”

“That you sent Starlight to lead Twilight and the Lion Guard astray, sent that scorpion friend of yours to sting Simba, lure us to the volcano to retrieve the only cure that can help him along with the rest of the Royal Family, and had the Outsiders stall us long enough so we don’t get back before sundown?!” Pinkie Pie rapidly replied with her serious game face.

“That’s pretty good. And this coming from the pony who’s head is in the cloud’s half the time.” Said pony is literally slurping down chocolate milk from a pink cloud that just happened to appear over her head with the biggest smile on her face much to the other's confusion and dismay this is happening during a serious time and place. Paying no attention to Pinkie he continued. “And it’s almost as if I barely consider everyone here a threat.” Both Applejack and Sunset’s face turned red with anger to match the annoyed and equally angry looks from the rest of the ponies and Kyoga. “Oh, there’s that temper again. What are you going to do? You going to try to stop me?”

“Yes. Like this.” Sunset stated with a fierce fighting look before moving to make a charge towards Scar himself while Kyoga led the rest of the team on towards the exit so they can safely.  

Applejack moved to sling Rainbow Dash on her back while Pinkie rolled herself on over due to her huge balloon-sized belly while Sunset goes all in on the offense in trying to fight the lion / alicorn that's trying to kill her former mentor. And judging by the energy the unicorn herself is putting into, she is doing a really great job of fending off against him by releasing beam after beam at him and multiple barriers shielded in her own defense.

“Looks like your trap failed, Scar. We got the ash. And now we're taking it back to the king and princesses!”

After a couple minutes of enduring the unicorn's vigorous willpower and inner fight, Scar simply shook his head after shielding himself while throwing a few beams himself before swatting aside Sunset before teleporting away from his current spot and reappearing right before them. “Oh you think?!” Before Kyoga could work her magic to teleport the group out of the volcano, Scar used a device that literally shocked the lioness right on the chest.

“AAAHHH!” She screamed in pain as she dropped to the ground and ended up passing out from the attack along with Sunset who is now wearily with great head pain due to the strong hit she just endured.

“What...What was that?!” Makini exclaimed in shock as she moved to try to help the lioness up to her paws.

“Oh, this? It’s called a stun gun!” He answered as he held up said device crackling electricity. “It has just knocked your friend out for the next hour. That’s when the sun has already set at 7. And has short-circuited her powers for the next six hours. That’s midnight.” He shows them the current clock that reads 6:00 PM before turning to Applejack. “I’m telling you this along with Rainbow because I’ve seen your grades and I know you’re both bad at math. That being said in case you’re all wondering...I haven't even sprung my trap... Until now.” With his voice loud and booming as fire from the volcano appeared around him. “Army of Scar! Attack!”

“Oh no.”

“Oh my.”

“Oh dear.”

Applejack, Fluttershy, and Rarity fearfully expressed with their best means of escape have been completely neutralized.

“You can't escape, Pony Guard.” Ushari told the group as he appeared from his hiding spot before he along with the rest of the skinks and crocodiles appeared ready to descend upon them. 

“This time we get to eat 'em.” Kiburi said to the rest of the crocodiles before snapping their jaws and leaping down from where they are standing.

“Are we in trouble now?” Pinkie asked the others.

“Yep.”

“C’mon.” Applejack told everyone while trying to the lead the way away from the reptile sanction of Scar’s army. “We gotta go! C'mon, this way!”

As Scar laughed wickedly at their predicament, the others all look around trying to find another way out of the caldera. But unfortunately for them, their next best pathway is suddenly cut off when Janja and his clan appeared right in front of them.

“Got ya now, Pony Guard!”

“Everyone, follow me!”

They tried to go the opposite way only to see that Reirei and her pack has already blocked off that path too leading to the four awake ponies and frightened mandrill to gasp in horror. 

“Oh, no!”

“Sure! Come this way! I dare ya!” Reirei cackled as every Outsider from every angle moved to surround and close in on the Guard forcing them to back up against the cliff behind them.

“Oh! They're coming from every direction!” Makini fearfully expressed.

“And we’re trapped!” Rarity stated in the same tone.

“Yes.” Scar laughed sadistically at their predicament. “They are indeed And you all have nowhere go to!”

As the heroes are all backing up, Rainbow finally managed to come to from the blow she endured.

“Rainbow! Clear us a way out!” Applejack urgently said to her. 

“On it…” Rainbow quickly flew up then… “Oh! Ow! Ow! Hey! What...Ow!” As she found herself enduring a series of quick rapid punches and kicks from a couple pairs of hooves along with a flock of birds accompanying.

“Stay out of the fast lane, young timer!”

“Yeah! Get out of the way, pony!”

“Yeah you heard him, Rainbow Crash!”

Rainbow could only grunt in pain and look on with dizzy disbelief that Scar has managed to get both of her enemies to work against her in this heinous plot to burn her and the rest of her friends to the ground.

“Lightning Dust, Wind Rider, and vultures, too?!” Makini exclaimed as she sees the numbers against them piling up. “For someone so evil, Scar sure has a lot of friends.”

“He sure does.” Rainbow commented as he peeled his face from the ground while slightly spinning with stars over her head.

“Oh darling, you have no idea he much he understands friendship.” Rarity remarked in agreement before moving to help Rainbow up alongside with Fluttershy. “I just wish he wasn’t so evil and using it to boil us all alive!”

“Well, too bad, Rarity.” Scar returned unsympathetically. “Because this is all very real and is going to happen all according to plan.”

“Rainbow Dash! Are you okay?!” Fluttershy worryingly asked.

“Never been better.” She replied while still a little dazed before having to zip away when Kiburi narrowly snapped his jaws right onto her tail before moving to continue advancing on the helpless group of heroes who all have truly no way out of this trap.

Scar then moved to float right towards the edge of the cliff where everyone is being backed up towards with great pleasure as he now is seconds away from putting this all away.“You see? There is no escape.”

The heroes can only look on helplessly as they have no means of getting out of this. Without Kion and Twilight around, it was a hopeless situation and they have no way to get around the entire army ensuring they can fight their way out and away from the lava that’s nearly shooting right at their bodies.

“Um, everypony. It’s starting to get really hot here. And I don’t mean that in a good way.” Pinkie said as her poofy tail nearly got singed from the steam and lava shot in her direction when a part of the cliff gave way and plopped into the fiery pit.

“I don’t suppose any of you got any good ideas we can use? Like right now?” Rartiy desperately implored of everyone for someone to be the hero here.

“Or maybe even a bad one?” Fluttershy suggested in agreement.

“I wish I knew.” Applejack regretfully replied as none of them have the answer they need.

From afar at the edge of the Pride Lands, Twilight quickly huddled the Lion Guard along with Spike, plus Starlight, and minus Kion who is currently resting alongside his father inside Pride Rock so they can go over the game plan so they can all escape the Outlands with their lives.

“You all know what to do?” Twilight asked everyone after she got done explaining what each and every one will do to make this all work out in the end.

“Yep.”

“Got it.”

“Affirmative.”

“Let’s do this.”

“Starlight?”

“Ready when you are.”

“Then let’s go!” With that she then led everyone on over to the Outlands while getting everyone all over to the top of the volcano with a flash of magic.

And once they arrived near the top so none of their enemies can spot them, they all split up and got themselves in position ready to do their part when the time comes. During which Starlight still uncertain with time running out for the Royal Family and how much Scar has all of his bases covered this time around. Even when they managed to make it back, she’s still unsure and anxious whether Twilight’s counter plan will work this time.

“Are we sure this is going to work?” Starlight asked Fuli and Spike who are positioned the closet to her.

“Nope. And all I can promise is that we’re all going home together and alive or none of us are.” The former replied.

“And as long as we trust and have faith in her, then I’m pretty sure it involves the best outcome for all of us.” The latter added.

Even that did little to assure anything, she would knows better than to anxiously and frantically ask questions there are no answers to any question she really wants to ask. Especially since she has worked for the lion himself for a while.

Just as Scar relishes in preparing to destroy the Pony Guard himself, he along with everyone else stopped in their sadistic joy just when they heard a voice call out to them.

“If you think you’re destroying the Pony Guard, you better think again, Scar!” Twilight’s voice stated to everyone as they all turned their heads towards her direction as she appeared right in front of them with the Pony Guard and Makini all delighted to see and hear her voice.

While surprised to see her, he still took pleasure and delight upon her sudden appearance since it still plays into his plan. “Ah, Twilight. Perfect timing.”

“Yep! Right on schedule! And now it is time for you to let my friends go so we can all leave!”

“And what makes you think that’s going to happen?”

The princess simply flared her horn to show off a simple demonstration of power to make her point clear to the enemy hovering and threatening her friends. “Does that answer your question?”

“As a matter of fact, no. It doesn’t.” To prove his point to show he is not impressed, he quickly flies by without warning to use his stun gun on her before she could even have a chance to show it. “In fact it only answers of how you get to join your friends as you all die together without any help whatsoever.” He then quickly whisks her up and tosses her right up towards the rest of the Pony Guard who are all quick to help her up on her hooves. “So, want to try to answer that again, or should we move this along since I want to roll out the dessert cart tonight.” He then quickly added to Pinkie. “And no Pinkie, I don’t mean chocolate lava cakes the way you make them.”

“Aww and Eww!”

Twilight still remained unfazed as everything is all lining up perfectly in her eyes as she secretly has Kion's crown tucked and hidden inside her mane. Now is where she hopes what she has learned from dealing with Scar will pay off once again. “Everyone get behind me! And stay together!” Everyone all proceeded to do so without question. “I’m warning you. Get out of our way!”

Hearing this got a laugh from Mzingo. “She's warning us?”

“Nothin' tastier than a meal with a sense of humor.” Kiburi commented clearly amused himself.

“On your hooves, girls.” Twilight quietly said to her friends before turning back to face Scar directly to answer his question again. “And in answer to your question, Scar. We’ll move this along...my way…” All while mentally hoping what she’s about to do will work.

Before Scar could ask himself of what she means by that, clouds formed around the volcano along with the Great Lions of the Pride Lands Past appeared. And then Twilight managed to perform and use the Roar of the Elders for the first time in this world to blast Kiburi, Ushari, along with every reptile backing them up off and downwards. All into the nearby walls, knocking them out as they hit their heads thus clearing a path for them to escape much to everyone’s amazement and astonishment especially the Pony Guard. Sunset herself was left clearly jaw dropped stunned as she had just regained consciousness just before it all happened.

“Whoa!”

“Oh my!”

“Goodness!”

“Awesome!”

“I never thought you had it in you!”

“Let’s go!” She stated before leading the way down to the cliff with Applejack, Pinkie, and Rarity all carrying both Sunset and Kyoga to safety.

“Oh no you don’t!” Scar firmly and furiously stated as he quickly intercepted the Guard and knocked Twilight backwards to the point she is now nearly hanging on for her life while she nearly went over the cliff.

“Twilight!” Rarity called out in horror upon seeing this.

“Go!” Twilight asserted just when Scar stomped and latched his claws on her hooves and the jackals moved to quickly block the Guard’s way down.

“But we can’t just…”

“Go now! You’re running out of time!”

“You might as well give it up Pony Guard!” Reirei firmly stated with a confident smile feeling very sure the ponies are all not getting by her. “Because none of you are going anywhere now!” But suddenly she along with the rest of her pack were suddenly blown away and knocked unconscious when Twilight managed to squeeze out another direct Roar right at them thus allowing the Guard to get on by.

While she and the others hated, the idea of leaving her, they reluctantly did so because they figured out this is all to ensure that it’ll buy them enough time to get back before sundown. And especially since she is now holding off the only Outsider in the volcano that can stop them.

“Hyenas! Stop them!” Scar commanded as the alicorn in his grasp in struggling to break herself free.

“You heard him! Get ‘em boys!” Janja stated to his clan before leading the way to pursue them.

“Don’t let them take that gourd!” Scar shouted just when Twilight managed to perform a front-back kick to his face to force him back and free herself.

Once she was free, she quickly intercepted the hyenas at the exit just when the Pony Guard passed by so she can use the precise Roar on them thus knocking them out as well thus allowing her friends to exit the caldera. Just then she found herself tackled to ground as Scar moved to try maul the alicorn in retaliation for helping the ponies along with Kyoga escape. At this point he is now furious with Twilight since this is really ruining his plan to eliminate the Royal Family and the Guard in one fellow swoop. And his growing fury is now showing in his recent commands to his army.

“Vultures, Lightning Dust, Wind Rider, Go! Get the ash! It’s in the mandrill’s gourd!” He commanded as all of the flyers moved to go after the Guard while he continues to battle Twilight who once again managed to free himself before moving to continue fighting Scar himself with her own hooves and wings alone.

“C'mon, everyone! Hurry!” Applejack told everyone as they all made their way across the lava stream by leaping the rocks that’ll allow them to cross safely.

While everyone was able to perform the feat with ease, Makini however didn’t when she ended up tripping and nearly fell into the pit. Luckily she was able to pull herself up to safety. But that’s when Mzingo along with the other flyers appeared with their eyes all locked on the gourd.

”Gourd in sight. Vultures, attack!”

At the same time both Lighting Dust and Wind Rider worked out their game plan.

“Wind Rider, follow the vultures while I go after Rainbow Crash!”

Said pony didn’t entirely agree with the call. “But why should you get to…”

“Because I have the speed and agility to put up a better fight and have you the energy to help stall the Guard from getting back home before sundown!” She firmly and quickly returned and then added before he could argue about it further. “We don’t have time for this! Go!”

Wind Rider moved to do as he was told before following after the vultures as they moved to attack Makini in their bid to obtain the ash-filled gourd from her.

“No! Shoo! Go away!”

“Makini!” Fluttershy gasped upon being the first to spot her in trouble before quickly flying over there to help her out alongside Rainbow Dash when she spotted her former Wonderbolt rival appear to stop her.

“Lightning Dust!”

“Rainbow Dash!”

“Let’s dance!”

“Let’s!”

The two proceeded to fly around while trying to trip each other up allow with throwing punches and kicks to the point they moved to tumble across the top of the volcano on the ground.

"Bunga! Ono! Fuli! Go! Go!” Twilight called out to them via the hearing devices they all have in their ears just when Scar moved to swipe his paws at her face as she countered each and every attempt by using her hooves to block them.

With that call, the three friends all moved to spring into action.

“No!” Makini screamed as she vainly attempted to shoo away the vultures while holding onto her staff for dear life. Luckily for her, Fluttershy Ono was quick to sent the vultures scattering with one swift fly by. 

Seeing him sparked Mzingo to adjust his flock’s advances in order to properly deal with him. “You two deal with Ono and Fluttershy! We'll get the gourd!”

The two vultures moved to do so and managed to knock her staff away and into the nearby stream of lava.

“No!” She gasped as she moved to try to save it. 

“Don't let her get that gourd!” Mzingo told his partner just when Bunga and Fuli appeared and swiftly knocked them to the ground.

“Zuka Zama!”

“Huwezi!”

“Oh…” Makini groaned as she struggled to get the gourd off her staff which is really secured to the staff that can no longer be salvaged. “I tied it on too tight!”

“Well that’s unfortunate, little mandrill.” Wind Rider said while flying by. “Too bad I got to ensure it remains out of your reach.”

“I think not, Wind Rider!” Rarity’s voice said to him just as she appeared and gave him a gold swift karate kick to the gut to knock him out of the air before proceeding to kick his butt thoroughly. At the same time she used her magic to cut the gourd off of the staff allowing Makini to hold onto it.

“Got it! I got it!” Makini exclaimed in relief as she hugged onto the much needed cure for the Royal Family.

“Stop her!” Mzingo shouted to his fellow vultures as they all moved to gang up and advance on the Lion and Pony Guard (minus their leaders) in a full-on attempt to get them from getting away with the much needed ash.

“The vultures are coming back!” Fuli told everyone as they began to close in on them.

“Not if I can help with that!” Rainbow Dash stated just as she managed to knock and slam her rival aside into the nearby rocks before rushing on over to stop the vultures herself.

She quickly cut off the vultures by flying around them as fast as she can to the point she created a tornado that they all had no control over. Then with a swift whip of her tail she sent the tornado twirling on over back towards the top of the volcano where the vultures all screamed helplessly as they are all sent flying helplessly inside the caldera crashing into the other defeated members of Scar’s army.

“Come on!” With that the Lion and Pony Guard made their escape from the Outlands. 

At the same time, Starlight and Spike are the only ones who stayed around is left to watch over as Twilight and Scar continue to fight it out with the former still holding her own even without her magic. And fearing for her new friend she moved to observe the battle up closer while still keeping out of their sight to which Spike moved to do the same. Someway, she hoped she can do her part just like Twilight requested of her.

Meanwhile, the Lion and Pony Guard managed to make their way back to the Pride Lands, but by then enough time has already been killed to ensure that they are in trouble and really running out of time.

“The sun is setting!” Applejack said as she looked back at the sun that is now doing just that. “We won’t get back in time!”

“I can get back before the sun sets but I can’t hold the gourd.”

“And while I can get back before the sun sets too, I need to get Canterlot really quick and I really don’t want lose hold of the gourds too.”

Both of the Guard’s Fastest stated.

“I’m too big to ride on Fuli. And I don’t feel like I can hang onto Rainbow to get the gourd back in one piece.” Makini said.

Both Bunga and Pinkie smiled as they were both to state a quick resolution to the matter.

“Maybe you are, but I’m not.”

“And I can definitely keep pace with Rainbow and hold onto the gourd at the same time.”

“Bunga? Pinkie?”

“We got this one, guys and girls.”

“Me too.”

Bunga moved to leap onto Fuli’s back while Pinkie held her poofy tail out so she can obtain the gourds they need for the dying ponies back home.

“Makini, give us those gourds.”

With no other choice, she moved to place her trust in the two. “Hold them tight.” She told them while handing one to Bunga so Simba can be healed while doing the same for the other three gourds that Cadance, Shining Armor, and Celestia need in order to be healed.

“You got it!”

“We won’t let you down!”

They both assured.

“Ready?” Rainbow asked Pinkie who nodded in response with her game face as they each held onto one of the two gourds with Pinkie carrying two in her tail.

“Then let’s go!”

“Huwezi!”

The four friends all sped off ahead as they all rush to get back before the sun completely sets where all hope is lost while the others can only run their own fast pace and hope things all work out in the end.





Back in the Pride Lands, Rafiki is still there watching the sun set with a look of hope that is really fading into sadness as he is unable to heal his friend in time without the volcanic ash needed to pull out the venom from his sting. Privately with his back turned after briefly glimpsing at the saddening sight, had Rafiki himself shed a tear before moving to place a hand on his head feeling all hope of saving him is lost now…

“Rafiki! Rafiki!” Bunga’s voice called out to him as they arrived inside the volcano.

“Bunga?”

“We got the ash! We got the…” Bunga suddenly fell off of Fuli when she came to a complete stop and ended up losing control of the gourd he was carrying while the others gasped in horror.

“I gotcha!” Pumbaa said before moving to catch his adopted nephew on his back.

And fortunately for Bunga, Rafiki managed to catch the gourd obtaining the much needed remedy to save Simba. “Yes! Yes! The ash!”

Nala sighed in relief as both she and Kiara hugged onto her mate. “Just in time.”

“Could have said it any better.” Kiara said in agreement as she joined her mother in hugging her father.

At the same time, Luna while working her magic alongside Karabi and Lite now couldn’t bare to look at his dying sister, niece, nephew-in-law as she looks on at the setting sun before shedding a single tear of her own. She too is feeling all hope is lost with time just about to run out when…

“Luna! Luna!”

“We got the ash!”

“Rainbow? Pinkie?”

Both immediately stopped right in front of her as they both presented the three gourds containing the much needed ash needed to save the three dying ponies on their deathbeds.

“Here you go, your majesty!”

“Three gourds of volcanic ash as requested!”

“Oh thank goodness!” Luna exclaimed in relief as she used her magic to levitate the ash from the gourds so she can work her magic in using it to heal them. “And just in time.”





Back inside the volcano, Scar is really pouring into his firepower as he tries to overpower the alicorn who is still holding her own without magic. She isn’t even resorting to taunting, gloating, or playing mind games, not at any point during their duel. Throughout it all she has only needed to rely on her martial arts skills and has does very well at landing more blows on him. It boiled up to the point Scar strategically moved to corner her on the edge of the cliff that he had the Pony Guard recently backed up against in order to put an end to this.

“End of the line, Twilight.” He stated with a killer death stare.

“So it seems.” She returned without fear in her eyes.

“Oh, I’d say it is definitely the end of the line for you since you have nowhere to go, you’re without magic, and you have no one in your corner. And I don’t mean that metaphorically, or rhetorically, or poetically, or theoretically, or in any other fancy way. You literally have no means of escape from death here this time!”

“Maybe not.” She replied acknowledging of how true that this. “But when there’s a will there’s a way. And I still have one more trick up my hooves.”

To prove her point, she spun herself around like a tornado and plowed her way down the cliff and right by Scar knocking him off of his paws before turning back around and using the air generated momentum to knock her opponent backwards and up against the nearest wall after tumbling across the caldera.

And that’s when both Spike and Starlight acted on cue, when the former appeared from his hiding spot and created a wall of fire from his mouth just when Scar got back up on his paws ready to make another charge at Twilight. Then the latter moved to run alongside both Twilight and Spike as they made their escape towards the exit where she then worked her magic to make themselves disappear and then reappear outside the volcano. And by the time Scar got by the wall of fire and then managed to spot the escaping trio they were already gone in a flash.

Upon seeing that Twilight has once more outsmarted and beat him at his own game had the half lion and alicorn roaring in anger thus causing the volcano to release a small stream of lava down from the top.





After escaping the Outlands, Twilight, Spike, and Starlight wasted no time in making their way to the hospital in Canterlot where the former is fueled with urgent worry hoping that her brother, sister-in-law, and motherly like mentor are all okay.

“Shining Armor! Cadance! Celestia!”

She looked on utterly heartbroken with her ears dropped to match as she fears the worse has happened until…

“Hey kiddo!” Her brother weakly greeted with a smile.

Seeing that had Twilight smile and cry tears of joy as she hugged her brother tightly. 

“Thank you, Twilight.” Cadance said to her sister-in-law with a smile as she finds herself next to be hugged while holding the little bundle of joy in one of her free hooves. Upon seeing the cute filly had Twilight’s own heart melted even further as she moved to greet her baby niece for the first time.

“Hello little one, I’m Auntie Twily and welcome to the family.”

This little filly already took a liking to her as she moved to place her tiny hooves onto her face while kissing her nose much to her aunt’s heartfelt joy as the baby unveiled her wings thus making her a natural born alicorn. Normally there would be shock and surprise at seeing something like this but because of the recent trauma, the baby being born was enough to put that shock aside.

And last but not least on her list of ponies to hug is her own mentor Princess Celestia who had this to say for what she did to make this all possible. “I’m very proud of you, Twilight.”

“Couldn’t have said it any better myself.” Simba said in agreement as he briefly laid his head up to let her know of that.

With the heartfelt reunions and emotions all sorted out, Luna spoke up to let her know of their current condition. “They’re all very weak, Twilight. But they’re all going to be fine.”

Both Timon and Pumbaa continued comically sobbing tears of joy with the heartache they felt today was bad enough especially considering they nearly lost the lion they raised as an adopted son by mere seconds.

“Oh! Our baby’s okay!”

“Oh, I always knew he would!”

"One group of amazing friends along with one big happy family all still alive, check!" Spike said happily upon seeing the heartfelt scene while hoisting up an umbrella to shield herself from all of the tears shed from the comedic duo along with the pink pony standing next to him.

“Thank you Luna.” Twilight said while moving to hug her too to which she returned the favor.

“Don’t thank me, dear Twilight. Since it is the Pony Guard who obtained the ash, and it is also the Lion Guard who helped you stop Starlight from altering the very fabric of time, not to mention it was also your very own plan to counter Scar’s recent machinations that we are all here right now.” She then sternly eyed the unicorn who can only look aside in shame when all eyes are directed at her. “That being said, may I ask what’s she doing here?”

“Yeah!

And after seeing Cadance open her eyes and smile at Twilight too she moved to pull her into the hug too.

"Yeah…” Applejack agreed while glaring at the unicorn in the room. “What's she doin' here?" 

Starlight looked down in regret just knowing of how much trouble she is in now for her role in causing all of this to begin with.

“It’s kind of a long story…” Twilight began.





“...and that’s how it all happened.” She finished as she recapped everything to everyone else in the Guard (including Kion who has recovered long enough to join in on the meeting) along with Princess Luna and Makini as they moved their conversation to the waiting room to allow the others to properly heal under Rafiki’s watch.

“Wow!” Makini gasped in excitement.

“I can’t believe it.” Luna gasped softly.

“I know.” Ono nodded in agreement. “Crazy isn’t it? I wouldn’t believe it myself if I hadn’t been there.”

Rainbow Dash was beyond amazed with this story. "Wow! I mean, I knew my rainboom was awesome, but I never thought all of Equestria and the Pride Lands depended on it!"

"Or on us!" Pinkie added.

"That's really remarkable!" Sunset complimented with a bag of ice on her forehead to reduce the swelling from the bump she received back inside the volcano in the Outlands when she hit her head.

"I think it's more than that." Twilight explained. "Even when we didn't become friends, Kion never was able to form the bond that grew to become the Lion Guard, and Ono and Bunga were never around to be friends with him, along with many other friendships that either never came to be or just disappeared. Friendship connects all of us."

“Poa!” Beshte remarked with equal astonishment. “If that’s how powerful friendship is I can’t imagine how things would have turned out if Simba never returned to the Pride Lands when he did. 

“If that were to happen then Scar would still be king and none of us would even be here.” Makini deduced. “And boy, that sure be something all right. Actually something I’d rather not want to think about ever happening.”

“You got that right.” Fuli said in agreement. “And it would sure be something I’d rather not try to think about either.”

“Indeed.” Luna nodded as Twilight continued explaining.

"Like I said, the Magic of Friendship doesn't just exist in Eqeustria…it's everywhere. Undoing one group of friends made its magic less powerful."

“And amazingly that very Rainboom is what kept me from completely losing it.” Kion said, just mind-blown and relieved to see and hear the blessings he now has. “Because I sure would not have been able to get over losing both Bunga and Ono.”

“Well aren’t you glad, we’re still alive now.” Bunga asked trying to get his best friend to look on the bright side of things.

“Yes, I am.” Kion honestly returned as he hugged both of his friends to show how grateful he is to have them in his life.

“"I can't believe you were all were able to travel through time like that." Applejack commented, sounding very impressed by what Twilight and the Lion Guard did while the whole storm was going on in the Outlands.

"That Starlight must be pretty magical!" Pinkie stated, equally impressed before spotting the unimpressed look Sunset's giving her. "Not quite like Sunset or Twilight's, but still very impressive."

“She sure is, but she is not up to par with Twilight.” Fuli stated while begging to differ a little. “And with all honesty, the only reason she was able to stay a step ahead of us was by using her brains after realizing she can’t overpower Twilight in a straight up fight.”

“Something that Scar would do if it was him back there or what he’s been able to do many times thus far.” Bunga pointed out.

“And he sure would be proud if we were all on the same side of alliance.” Ono commented in agreement though rather uncomfortable with comparing themselves to Scar himself.

"True…” Twilight didn’t deny nor show discomfort given of how similar she is to Scar. “...But even with my powerful magic being able to overpower her, that wasn't what we had to use to stop her. We had to convince her to stop on her own. Once we realized that, everything fell into place."

“So what you are suggesting, Twilight?” Kion asked. “You’re not suggesting we just let her go free are you?”

Twilight shook her head. “Of course not. But...I do have something else in mind.”

“Like what?” Kion couldn’t help but show curiosity of where his friend is going with this along with the night monarch.

Starlight Glimmer paced in the nearby hallways as she awaited for what the most powerful figures in Equestria and the Pride Lands have decided to do with her. There was no denying she had to answer to what she did even if she did even a recent change of heart. It was also taking quite a while for them to discuss her punishment. Regardless she personally vowed to herself she would accept it, no matter how nervous she is inside.

Her ears perked upwards when Spike walked out and asked her to come inside. She gulped and exhaled before mustering the courage to walk inside to meet with the Lion and Pony Guard along with Princess Luna face to face. Once she was seeing them eye to eye she moved to bow her head in shame as she prepared for the worst to come with dignity.

"I know there's no excuse for what I did, but I want you all to know that I'm ready for whatever punishment you think is fair."

Both Twilight and Kion stood before her. The purple alicorn spoke first, "We've been thinking a lot about how badly Equestria fared without just one group of friends, because even when one friendship dies, the results can be disastrous."

"Especially when one friend looses sight that any decision we make can have a consequence latter on. And that consequence can grow, effecting other friends as well."

Starlight sighed in regret as it really hits home now. "I know first-hoof how true that can be."

“And that's why we've asked you here.” Luna said as she had her say in the matter. “Keep in mind normally, you would be facing jail time for what you did today.” Starlight briefly looked down in regret hearing this. “But knowing and learning that you have amazing talent. And in light of the fact that you helped save my sister, niece, Twilight’s brother, along with recently weds newborn foal and the lion king himself, you are going to be given a choice in the matter.” 

“I do?”

“Yes. Instead of jail time, you will get to serve a lengthy probation along with community service.”

“And in addition, you will get to learn magic under my tutelage and supervision where I get to teach you everything I know. By doing so you’ll get to join the Lion and Pony Guard on patrol and go on missions with us. Mandatory missions that is. Where you can learn to use your power to help make the world an even better place. That is of course, if you want to.”

Starlight herself couldn't believe the choice she has in front of her. An opportunity to prove that she is a changed pony and meet so many new friends. Sure, she still would have to serve a sentence, but by the end of the day it’ll be all worth so she quickly returned with her reply.

“I do.”

“All right! Great choice, Starlight!” Bunga wasted no time hopping onto her back. “Though keep in mind that there will be something I will want you to do when I ask you to.”

“What’s that?”

Bunga quickly presented her a leaf filled with bugs, worms, and grubs in his paws where he moved to offer her one to try. “To prove that you’re one of us, you got to eat like us. So…”

Starlight looked on like it is one of the craziest things to ever do while glancing around the room at everyone else. And everyone was pretty much looking back to say. “Better do what the honey badger tells you to do.” So with that she moved to pick up the biggest and slimmest worm out of the offering leaf as she moved to work up the courage to eat it.

“Okay. Here goes.” In one swift slurp and swallow she downed it whole with closed eyes. As she processed the taste she found herself feeling unsure before opening her eyes finding it to be actually quite something.

“Slimy...yet satisfying.”

Bunga in return smiled while jabbing her in the shoulder “That’s it. You’re off to a great start already.”

“Already?! But how?” Starlight asked.

“Easy. All you have to do is make a friend!” Twilight answered with a smile. “And you've got a whole lot of them right here."

As she looked around at all the warm and inviting friendly faces in the room, Starlight Glimmer knew and came value what true friendship really is.





Following that long day and night in both worlds, some time had passed as things are slowly getting better. With half of the Royal Family already fully recovering from their near-death experiences, the new born foal Shining Armor and Princess Cadance has been able to grow up a little where she was already starting to develop her new magical powers and prove herself to be a handful, yet a sweet baby deep down.

And as for the Kumbuka Celebration that got cut short due to what happened the other day, they were able to hold a make-up celebration so that King Simba got the praise near and far for what he did to ensure that the Pride Lands did not suffer a death sentence from his predecessor. And it all went wonderfully.

Starlight herself felt wonderfully herself as she was beginning to feel really happy herself for the first time since she was a filly. And it was all thanks to the power of friendship.

“Someday...Someday…” She thought to herself as she ponders the idea of being able to reunite and reconcile with her old friend Sunburst.

Starlight Glimmer:

I never thought that I would find a place

To step right in and start again

I never thought that I could just begin

Right where I left off and make a friend

Twilight Sparkle:

Don't ever think that it might be too late

You don't have to wait, there's no mistakes with the friends you make

A friendship's only made of what you bring

And if you do it right, you can do anything

Starlight Glimmer and The Lion and Pony Guard:

Just use your eyes

This time, no lies

Just don't disguise

Who you are inside

Because your friends are always there for you

You don't have to be the same for friendship to be true

Because your friends are always there for you

Around the world, it's still the same

Together you have more to gain

There's nothing that a friend won't do

As time went on, the friendship amongst the main cast was stronger than ever.

Rarity had Starlight model up for a new black dress she was working on just for her, and she was already liking it. And she also liked seeing the new black tuxedo suit Ono was currently trying out who too was already liking of how the fittings and measurements were all perfectly done all thanks to his very own keen sight.

Fluttershy and Beshte introduced Starlight to the former’s furry animals friends and the latter’s elephant friends. All of the critters along with the kids all took an instant liking to Starlight…given of how quick they were ready to make a new friend of the Lion and Pony Guard. And much like during her time travel meddling even then she still proved to be great with kids.

She even was able to practice her magic in being able to keep up with Rainbow Dash and Fuli during the land and aerial obstacle courses even managing to spare with both Twilight and Sunset on equal footing separately and together. In addition she helped Applejack buck her apples, assisted Pinkie Pie and Bunga in making her delicious cupcakes, and was able to bond over the castle’s reading section with Twilight Sparkle and Kyoga, with the former becoming one of her new best friends since reforming. It also helps that they have so much in common due their brief tenures to the dark side and being able to understand each other more than anyone else.

She also managed to bond with Rafiki and Makini over the spirtual ways of the Pride Lands, along with being able to try out painting their way, along with joining in on them during meditation.

One day, Starlight with Twilight’s company moved to pay a visit to her old village, where she encountered Double Diamond, Sugar Belle, Party Favor and Night Glider. There she sincerely apologized for her previous crimies against them and was ready to accept if they never forgave her. To her surprise, and delighted relief, they did forgive her.

Beshte:

Things may come and things may go

Fuli:

Some go fast and some go slow, it's how it goes

Kion:

No matter what the distance, we'll stay strong

With you in my heart, I will always belong

Everybody:

Just use your eyes

This time, no lies

And soon you'll find

Who you are inside!

Because your friends are always there for you

You don't have to be the same for friendship to be true

Because your friends are always there for you

Around the world, it's still the same

Together you have more to gain

There's nothing that a friend won't do

All around the world, friendships blossomed like never before. Makuu and his float were becoming progressively happier with their new lifestyle, especially now the dry season has finally ended for now. Antelopes and gazelles were able to get along swimmingly. Bupu was also moving to make steps into becoming friendly with the Lion and Pony Guard with the much of the Guard especially Fuli and Rainbow both willing to to do the same in return even apologizing to one and another for giving each other a hard time.

Trouble Shoes was happy with his new career as a rodeo clown, and the Cutie Mark Crusaders and the Lion Guard fan club visited him every time there was a rodeo in town. Diamond Tiara and Silver Spoon became best friends with the Cutie Mark Crusaders and the Lion Guard fan club. Coco Pommel was as happy as could be with her new job especially with more and more ponies around to help her spread the inspiring heartfelt memories all across Manehattan, and even the griffon Gilda was making more and more friends back home.

Big Mac's bond with Apple Bloom was stronger than ever. The Hooffields and McColts friendship also grew stronger to the point they are all one big happy family together. And Coloratura, now naming herself Rara, had concerts sold out around all of Equestria even paying the Pride Lands another visit right in time for the big Kumbuka Celebration at Pride Rock. In addition, despite it being a sad occasion, Tamaa was given high regards and respects during his funeral held at Fluttershy's cottage to which many Pride Landers gathered for alongside the Lion and Pony Guard and the Royal Family. 

Discord also became more sociable, making more and more friends outside of the Lion and Pony Guard even managing to bond with Timon and Pumbaa over their crazy shenanigans together with chaotic and bug-loving antics combine very well together.

In the human world, Sunset Shimmer has finally taken steps into returning to Canterlot High, ready to give the girls there another chance, all in her new outfit the Rarity there made for her. While not completely there, she is finally willing to go back as school is ready to start back up again. Especially with the upcoming Friendship Games right around the corner.

Everywhere you go

Friendship there will grow

When you find it, it's the key

Friends can change the world, you see

Everywhere you go

Friendship there will grow

When you find it, it's the key

Friends can change the world 

(ah-ah)

Friends can change the world 

(ah-ah)

Friends can change the world, you see

Because your friends are always there for you

(Always there for you!)

You don't have to be the same for friendship to be true

(To be true, yeah!)

Because your friends are always there for you

(You, ooh!)

Around the world, it's still the same

Together you have more to gain

There's nothing that a friend won't do

Everywhere you go

Friendship there will grow

When you find it, it's the key

Friends can change the world, you see

Everywhere you go

Friendship there will grow

When you find it, it's the key

Friends can change the world 

(ah-ah)

Friends can change the world 

(ah-ah)

Friends can change the world 

You see!





Back inside the Outlands Volcano, Scar is now in his fiery form, as he has summoned another one of his acquaintances for a personal meeting. By then he has calmed down enough to speak to his subordinates with cordial composure but he is still brewing with frustration from his most recent failure.

“It has been a long time since I last saw you, my friend. I hope your recent travels have allowed you to fully recover…”

“It has…” A certain male unicorn’s voice returned.

“Then you have heard of the most recent struggles my army has had since losing the Pride Lands and Equestria to Princess Twilight Sparkle.”

“I have. It is most unfortunate.”

“Yes...that said...in light of these recent events, I have a new task for you, that is of course you’re up for it.”

The unicorn looked up with a dark smile with his burning red eyes showing that he is ready for whatever Scar has in mind. “Just say the word and I’ll do it.”

Scar smiled seeing that he is on board with what new plan he is in store. “Good. Because now it is time for another attack on the Crystal Empire, where your most lost awaited prize awaits…” Said prize in question is focused on a very certain Crystal Heart…