Chapter 1:
“Finally!” Spike exclaimed as he set the last pair of books on the library shelf. “That took way too long. Honestly Twilight, why can’t you just read one book at a time like every other pony?”
At her desk Twilight Sparkle sighed, not bothering to look up as she flipped through several pages of her notebook.
“Because Spike, I don’t have time to run back and forth looking to find the one book I need while in the middle of my research. It’s much easier to just take down all the important ones in the beginning. Saves time and energy.”
“Yeah…” the dragon muttered with an angry scowl. “… because you’re not the one who has to clean up afterwards. At least this time putting them away didn’t take the entire…”
*WHAM*
The library shuddered as a light blue blur flew through the open window and slammed headfirst into the bookshelf. The collision caused books to fly in all directions, and immediately both the dragon and newcomer were caught in an avalanche of old tomes.
“…day.” Spike finished with a defeated sigh. Growling, he removed a copy of 101 Cleaning Spells from his head before shooting an angry glare at the brightly colored tail sticking out from beneath the mountain of books.
“Of course! I should have known it was too easy.”
“Rainbow Dash!” Twilight shouted in an exasperatedly, her horn glowing as books flew from the ground to reveal the smiling pegasus beneath. “What are you doing? We just had everything cleaned up.”
“Yes ‘we’ did.” Spike mumbled sarcastically as he began to once again reorganize the shelves.
“Heh! Sorry Twilight.” Rainbow laughed, removing the blindfold that had been tied around her eyes. “I had a bet with Applejack. I had to show her that I wasn’t afraid of flying with my eyes closed. But…”
The pegasus glanced around at the mess she had caused before giving an embarrassed smirk.
“… I guess I didn’t think it through.”
“Hey RD, where’d… woah nelly!”
The two ponies turned to find their friend Applejack standing at the doorway to the library. Though she tried her best to hide it, a look of amusement flashed across the orange earth pony’s face as she stared at the giant mess.
“Looks like ya’ll just had a stampede come runnin’ through here.”
“You’re not far off.” Spike grunted, earning a glare from Rainbow Dash.
“Well I’ll admit it Rainbow.” Applejack chuckled as she trotted over and helped the pegasus get to her hooves. “You are one brave pony. Crazy! But brave.”
“Of course I am!” the rainbow-maned pony shouted, rising into the air as she struck a heroic pose. “After all, I’m the bravest pony in all of Equestria.”
Closing her notebook with a sigh, Twilight gave her friend a disapproving frown as she moved to join her and Applejack.
“You should be more careful Rainbow. You could have really hurt yourself. Or somepony else.”
“Oh relax Twilight.” The pegasus responded with a dismissive shrug. “I’m way to cool to let something like that happen.”
The purple unicorn simply shook her head with a small smile and turned away to help Spike pick up the fallen books. Still obviously embarrassed by the mess their bet had caused, Rainbow Dash and Applejack quickly began helping as well, and soon the shelves of the library were once again organized with every book set back in its proper place.
As the last tome was put away Spike gave a loud belch of green flames, causing the three ponies to glance around in surprise as a rolled up scroll fell from the dragon’s mouth.
“A message from the princess?” Applejack asked as Twilight’s magic caused the scroll to rise gently into the air and unroll itself for the unicorn to read.
“It’s from… Luna?” Twilight gasped, clearly taken aback that somepony other than her teacher would contact her through Spike. Rainbow was about to ask what the princess’s sister wanted, but stopped after receiving a quick glance from Applejack. After all, they’d be told in due time
Twilight continued to read the letter for several minutes, however her friends began to worry as the unicorn’s confusion gave way to concern, and finally shock. The moment the young pony finished the letter she allowed it to fall to the ground as she galloped towards the door.
“Rainbow!” she shouted urgently upon reaching the exit. “Get Fluttershy right away and tell her to bring a saddle bag! Applejack! Tell Pinkie Pie we need her to come as well. Spike, we’re getting Rarity!”
Before either pony could respond Twilight had flipped the small dragon onto her back and was already out the door, racing across town as fast as her legs would allow.
“What’s going on Twilight?” Spike asked anxiously as he glanced back to see Rainbow Dash fly through the door and speed off in the direction of Fluttershy’s house. “What did the letter say?”
“Luna needs us in Canterlot right away.” Twilight answered quickly, giving a grunt as she barely avoided colliding with another pony. “Princess Celestia is in trouble!”
__________________________________________________________________________
The enormous doors opened with a thundering bang as the six young ponies entered the royal Canterlot throne room. It was already past midday, and at the far end of the hall Celestia’s golden throne gleamed in the sunlight that shown through the beautiful stained-glass windows lining the walls. Though the princess was nowhere to be seen, her golden-armored guards stood at their posts, staring silently at the new arrivals as they approached.
At first the pair of soldiers seemed as stoic as ever. However as she neared the two stallions Rainbow Dash noticed that something was wrong. Whenever the princess had brought her gaurds to Ponyville in the past, the pegasus had tried everything she could to get even a single emotion to cross their faces. Asides from an attempt with Celestia’s pet phoenix, she had yet to succeed. But today was different. The two stallions looked… off … somehow.
They looked… scared.
“Twilight Sparkle!”
The guards immediately stood straighter, something Rainbow would have thought impossible, and the pair bowed deeply as Princess Luna entered the throne room from a side hallway.
“We would like to thank you for coming so quickly.” the dark-coated alicorn greeted them, pausing only momentarily to correct herself. “I mean… I would like to thank you for coming. I am glad that my sister and I could count on you.”
“Of course princess.” Twilight responded as she and her friends ran to meet Equestria’s co-ruler. “What’s wrong? What happened to…?”
The unicorn fell silent at a quick glance from the princess.
"Not here!" Luna whispered before motioning for the group to follow. "My sister wishes for no one to worry about her, but I fear her guards already know something is wrong."
The princess started off down the hall with Twilight and the others by her side. Behind them Rainbow Dash and Fluttershy quickly took to the air, following closely so as not to miss any details. However Luna seemed unwilling to say anything more at the moment, choosing instead to remain ominously silent as she led them down the hallway from which she had entered.
Upon entering the passage, Rainbow immediately spotted a unicorn further down the passage. Asides from his light grey coat and silver mane, the first thing the pegasus noticed about the stranger was how tall he appeared. It was hard to say for certain at this distance, but she was sure the stallion seemed even larger than Big Mac.
By how he held himself, the blue pegasus would have guessed the unicorn was a member of Celestia’s royal guard. However, in all the princess’s visits to Ponyville, Rainbow had never seen a sentinel like this before. The stranger wore a long black cloak that completely covered his back and flank, and as he turned at the sound of their hoof-beats Rainbow could see elegantly designed armor worn beneath the cape. Unlike the two guards stationed in the throne room, this unicorn wore no helmet at all. And instead of the gold employed by members of Celestia’s guard, this stallion’s armor gleamed bright silver.
As the six friends neared him, the stranger appeared to study each pony carefully; his red eyes unblinking as his gaze passed from one friend to the next. Despite the lack of emotion on his face, Rainbow could not help but feel as though she were being judged. With a defiant grin the pegasus puffed out her chest proudly and met the unicorn’s stare head on. Whoever this stranger was, Rainbow was going to make sure he knew she was no pushover!
The stallion stared back at the brash blue pony for several moments, his expression as unreadable as a stone wall. Then, much to Rainbow’s utter amazement, the soldier did the last thing she would have ever expected.
He smiled!
It was not a wide smile by any stretch of the imagination. Instead it was little more than a slight curve at the corners of his mouth. But even this simple sign of emotion was more than enough to startle Rainbow into running headlong into Fluttershy. Obviously amused by her confusion, the armored stallion nodded politely in the pegasus’s direction before turning towards Luna and giving a bow.
“Princess!” He greeted, his face once again an unreadable mask. “The library has been cleared as requested.”
“Thank you captain.” The dark-coated mare responded with a small nod. “Please keep watch out here. I do not wish for us to be disturbed.”
“Of course!” the unicorn replied while Luna continued onward, motioning for the others to follow her. “It shall be as you command!”
The group continued down the hallway, and Rainbow glanced back over her shoulder as the soldier turned and began walking slowly in the other direction. However her attention was quickly pulled back to the matter at hand as Twilight attempted to ask her question again.
"Please!" the purple unicorn whispered anxiously. "Is the princess alright?"
"I do not know Twilight Sparkle." Luna responded with a sad shake of her head. "I have never seen Celestia like this before."
"What happened?” Twilight begged, and Rainbow was sure she saw tears forming in her friend’s eyes as Luna led them into a large library.
“Several days ago…” the princess began, face solemn as her magic caused the doors to slam shut behind them. “My sister and I received a request for aid from the ponies of Manestown; a small mine-town to the east.”
“Mine-town?” Rarity whispered to Pinkie Pie and Rainbow Dash, shuddering at the thought. “How dreadful. I bet there isn’t a single pony there not covered in dirt.”
“Your town?” Pinkie whispered back, looking slightly confused. “I thought Luna just said it was her town.”
Rarity gave the pink earth pony a strange look, and despite the current situation Rainbow Dash had to cover her mouth in an attempt to not burst out laughing.
For her part Rarity looked as if she wanted to say something else, but the seamstress decided to end the conversation where it was as Luna continued speaking. Sometimes there was simply no point arguing with Pinkie Pie.
“Manestown is very old.” The princess explained as a map unrolled itself on a table before them. “According to my sister, it was first founded by earth ponies hundreds of years ago. The mountains near which it was built are famous for their precious gems. And the town itself use to be one the largest producers of diamonds in all of Equestria.”
“There you are Rarity.” Applejack chuckled as she gave her friend a wink. “Diamonds! It sure don’t sound that dreadful to me.”
“Princess…” Twilight inquired as she walked over to study the map. “You said ‘use to.’ Does that mean there are no more diamonds?”
“There are.” Luna replied slowly. “The gems are still there at least. But no one is left to mine them. According to the pegasus who brought us the message, a strange fog appeared around Manestown almost a week ago. Since that time the townsfolk have been forced to abandon the mines, and even their homes. Entire families have packed up and left almost overnight.”
“But why?” Twilight pressed, turning to face Luna. “Why leave all of a sudden?”
The princess was silent for several moments, and seemed to be debating about how best to proceed.
“They feel that the town has become… haunted.”
“H-h-haunted?” Fluttershy squeaked; her eyes going wide as she glanced from the map to the princess. “You mean with ghosts, and ghouls, and…”
“Aw, relax now sugar cube.” Applejack said calmly, giving the nervous pony a reassuring nudge. “There ain’t no such thing as ghosts. Right Twilight?”
“Of course not.” The unicorn replied as she smiled encouragingly at the frightened pegasus. “But Luna… what does this have to do with Princess Celestia?”
The alicorn’s already grim face grew darker still as she turned to stare at the logs burning warmly in a fireplace across from them. For several minutes she remained quiet, and when she finally spoke her voice was filled with concern.
“Two days ago my sister flew off alone. She was determined to discover what was plaguing Manestown, and vowed to put an end to it once and for all. I asked to join her, but she requested that I remain in Canterlot to watch after the kingdom until her return.”
“The princess did come back right?” Rainbow asked anxiously, flying forward to stand next to Twilight.
“She arrived late last night.” Luna confirmed, but Rainbow could see that any comfort this news might have given Twilight was dashed by the princess’s solemn expression.
“Oh my.” Rarity gasped, her eyes going wide with shock. “She’s not hurt is she?”
“No… not hurt.” Luna responded, though it sounded as if she was unsure about the truth. “After raising the moon last night I waited on the balcony of her tower. It was well past midnight, and I was about to disobey her wishes so that I could search for her when I finally saw Celestia. But… I immediately knew that something was wrong.”
Rainbow’s ears drooped slightly at the pain evident in the mare’s voice. Even Pinkie Pie was not her usual bubbly self, and instead stood silently as the group waited for Luna to continue.
“My sister… she could barely fly. And when she finally reached the castle she was not able to even stand on her own. I asked her what had happened. Begged her to let me get help! But she refused. Celestia… she made me promise to tell no one. She said that she did not want the kingdom to worry. But after that... I’m not sure. She continued to whisper, but seemed confused and scared. She spoke of times and places of which I have no knowledge or memory. She mentioned me, asking for my forgiveness. But for what, I do not know. It was as if she no longer knew I was there.”
Luna paused and gave Twilight a questioning glance.
“She spoke of you as well Twilight Sparkle. I… I have never seen my sister cry like that before.”
“Me?” the unicorn asked uncertainly. “Why?”
“I only wish I knew.” The princess answered with a sad shake of her head.
“Please Luna.” Twilight begged, and Rainbow felt her heart sink even lower at how worried her friend was. “May I see her?”
“She has only recently fallen asleep. Though I fear she is not much better asleep than awake. She cries out constantly. Plagued by nightmares for which I can only do so much to help her. If you wish to see my sister Twilight, I will not stop you. But realize that she needs rest… troubled dreams or no.”
The purple unicorn was a silent, her eyes watering as she seemed to fight back against the emotions storming through her. She was torn. Rainbow could tell that much by her face. The young pony obviously wanted nothing more than to make sure her teacher was all right. But she knew Luna spoke the truth, and there was not much any of them could do. Quickly Rainbow moved closer to comfort her friend, and as she did so Twilight gave a smile of thanks.
“As long as she’s resting, that’s what’s important.” The young unicorn whispered sadly, earning a nod of appreciation from Luna before the princess turned to once again speak to the group as a whole.
“My friends, I am sorry that I must asked this of you. But I need your help. I hope that my sister will be well soon, but I refuse to leave it to chance. I would ask that you six travel to Manestown, and find out who is responsible for terrorizing the townsfolk and hurting my sister.”
Luna paused, taking a moment to look each pony eye to eye.
"I wish I did not have to ask this of you six. This will be a dangerous journey. After all, whatever power is capable of doing this to my sister should not be underestimated. I would go to Manestown myself, but my powers are no match for the Elements of Harmony you wield. Also… I do not wish to leave my sister alone. Celestia needs me, and I will not abandon her."
“But Luna,” Twilight mentioned, her ears drooping sadly as she seemed to realize a problem. “We don’t have the Elements any more. Princess Celestia locked them away after our battle with Discord.”
“That is true.” The dark-colored mare responded with a solemn nod. “Like the bonds of your friendship from which they are derived, the Elements hold incredible power. I can certainly understand why my sister wishes to keep them sealed away except for times of great danger. Simply wielding the Elements of Harmony is a great responsibility for ponies as young as you. And Celestia would not wish to force upon you the added duty of guarding such a power when it’s not necessary.”
The six friends stared despondently at the floor, but Luna gave them a knowing smile.
"Fortunately... the Elements are not so far out of reach."
The princess closed her eyes and her horn glowed dark blue. Suddenly a flash appeared in the air before her, and as the light faded the six ponies stared in surprise at the familiar jewel-encrusted box floating in front of them.
"But how?" Twilight gasped, causing Luna to blush slightly at the awe shown by the young unicorn. "I thought they were sealed away so that only your sister could unlock them."
"They were." the mare admitted with an embarrassed smile.
"Then how?"
"My sister is very powerful." the princess answered, trying to hide the pride in her voice. "But I am no stranger to magic Twilight Sparkle. Being locked away for a thousand years does not give one much to do but practice magic."
Luna’s horn glowed yet again, her power causing the lid of the box to flip open and reveal the Elements of Harmony lying inside. The six magical artifacts had been carefully placed within the case by princess Celestia after their battle with Discord, and Rainbow had to admit to herself, if to no one else, that she was somewhat excited to once again have the opportunity to wield them.
Slowly the Elements emerged from their case, floating through the air as Luna used her powers to present the magical items to their corresponding ponies. Rainbow beamed brightly as a golden necklace with a ruby-colored lightning bolt set itself gently around her neck.
"Don't worry princess!" the blue pegasus shouted excitedly as she took to the air. "We won't let you down!"
The other ponies nodded in agreement as they too received their Elements.
“Thank you.” Luna responded with a grateful smile. “Thank you all. I knew I would be able to count on you.”
“We’ll find whoever did this to the princess.” Twilight promised as the Element of Magic floated into the bag tied to her back. “Come on girls! We’ve got a town to save.”
__________________________________________________________________________
Rainbow gave a bored sighed for what must have been the hundredth time since leaving Canterlot. She flew several feet above her friends' heads, glancing around impatiently as Twilight checked the map floating before her. It had taken the six friends all day to get to the forested mountains that housed Manestown. Already the sun was setting on the horizon, and the shadows of the surrounding trees were growing longer with every passing moment.
The bored pegasus looked on as Pinkie Pie pranced around Twilight, humming a wordless tune to herself while Applejack and Rarity followed closely behind their friends with Fluttershy nervously brining up the rear. The yellow pony constantly glanced side to side, her eyes wide while she stared at every bush and tree as if they were ghosts in disguise.
A sudden rustling erupted from a shrub to their left, followed immediately by a very familiar sound.
"Eeeeee!" squealed Fluttershy, flying forward and squeezing herself between a startled Rarity and Applejack. A second later a frightened robin emerged from the bush and flew off into the trees. From the air Rainbow brought a hoof to her face and shook her head in exasperation as the bird vanished from sight. This was the third time Fluttershy had screamed since entering the forest. But at least this time there had actually been something to scream about… sort of.
Flying forward Rainbow stared over Twilight’s shoulder at the map her friend was trying to read.
"How much longer until we get there?" she asked impatiently. “Are you sure we’re not lost?”
"No we’re not lost.” Twilight responded as her magic caused the map to roll itself up and return to her bag. “We should be nearing Manestown any minute now.”
“Finally!” Rainbow exclaimed. Over her shoulder she watched as Applejack began comforting Fluttershy as best she could, but the poor pegasus looked as if she was about ready to jump out of her skin. At least it seemed as if Applejack had stopped her from shaking in fear. Or maybe the fog just made the pony’s shivers less noticeable.
Wait… fog?
“Oh my!” Rarity exclaimed, glancing around as the air began to fill with a rapidly thickening grey mist. “I don’t like the looks of this.”
“I reckon this must be that fog the princess was talkin’ about.” Applejack muttered as she moved next to Twilight, glancing uneasily at the swirling mists before turning her gaze towards the dull red sky. “It looks like Luna is about ready to bring in the night. We’d best be getting into town soon. That is… unless we plan on bein’ stuck out in this fog when the sun goes down.”
“No need to worry!” Twilight responded, giving her friends a nervous laugh. Already they could barely see the trees at the side of the road, and every second seemed to bring yet more mist. “We only have a little further to go. Rainbow, can you clear out some of this fog for us?”
“I’m on it!” the pegasus responded, immediately flying out into the haze. Once she was out of sight of her friends Rainbow began flying in a tight circle, gathering the winds of the surrounding forest into a miniature cyclone. Faster and faster the pony flew, and with each passing second the column of swirling air grew larger. Sure enough, the world around the ponies began to slowly come back into view as the fog was drawn into the rapidly spinning vortex.
“Haha! Look!” Pinkie Pie laughed, pointing at the small twister swirling in front of them. “A funny foggy funnel!”
“Way to go RD!” Applejack called out happily as the other ponies quickly joined in the cheering. “Just keep it steady.”
However, no sooner had Applejack spoken than the six friends realized that something was wrong. While they could once again see the path, already it was being obscured by more swirling mist. Rainbow picked up her speed within the cyclone, and as before the fog began to disappear. Then, just as it had a moment ago, the haze started to surround them once more.
“Hurry girls!” Twilight called out, galloping off down the forest path. Immediately the others were behind her, following as best they could along the winding trail. In front of them traveled the roaring tornado Rainbow had created. The pegasus’ brightly colored tail could be seen flying around the perimeter of the massive funnel, but even this was becoming obscured as the windstorm absorbed more and more of the mist.
Suddenly the trees around them gave way to an open field with what looked to be houses standing silently in the distance. Already the ominous looking structures were beginning to vanish in the rapidly thickening fog, and despite Rainbow’s efforts the ponies soon found themselves encircled on all sides by the thick grey haze. Judging by the light, or what little was left of it, the sun was only a few minutes away from setting.
"Rainbow, you can stop now!" Twilight called out as her mane was whipped about by the rushing air of the pegasus’ cyclone. "We're here."
"I'm... trying!" Rainbow’s voice called out from funnel of mist. "It... won't... stop! Woah!"
The pony shot out of the swirling cloud, crashing with a dull thud as her her momentum carried her headlong into Twilight. A moment later the tornado erupted in a dark cloud as the swirling mists were freed from their windy prison. Soon the six ponies could barely see one another, let alone their surroundings.
"Ow..." Twilight moaned, rubbing her head gingerly. "Why do you have such a hard head Rainbow?"
"Land sakes!" Applejack muttered as she helped both ponies rise. "What in Celestia's name happened?"
With a groan Rainbow Dash rose unsteadily to her hoofs, more than a little dizzy.
"I don't know. That hasn't happened to me before. The air just started going out of control."
"Of course it did.”
The ponies froze as a voice emerged from the fog, and despite herself Rainbow felt as if the hairs of her mane were standing on end. The sound was no more than a whisper, but it was as icy as a mid-winter’s chill.
“You will find the air here does not like to be disturbed. Well… not by the likes of you ponies."
"I assume you all heard that?" Rarity asked nervously as Fluttershy gave yet another squeak. For once Rainbow didn’t blame the poor pegasus. That voice was enough to send shivers down anypony’s spine.
“Yes…” the voice chuckled. If Rainbow had thought the whisper was bad, this heartless laughter was even more ominous as it broke through the silence of the forest around them. “I do believe they heard me.”
Somewhere in the distance a crow gave a startled *caw*, it’s rough call piercing the air as something moved through the mist to their left. At once the six ponies spun to face the shape, but a moment later the churning fog revealed the shade to be nothing more than an old tree trunk.
“So these are the great champions of Equestria!” the voice remarked, this time coming from their right. Though it was louder in volume this time, it’s tone was no warmer than before.
“The six ponies who, through their bonds of friendship, have harnessed the Elements of Harmony. The same ponies who with this power defeated two of the greatest threats this land has seen in millennia!”
Rising into the air, Rainbow scowled as she peered into the mist in an attempt to find the source of the taunting whispers. Below her she could tell that her friends were doing the same. Well… most of them. Pinkie Pie was too busy laughing at the fact fog was talking. Meanwhile Fluttershy looked as if she wanted to be anywhere but here.
“I must say…” the whispers continued. “… I am not too impressed. For the feats you six have accomplished, I would have expected more. Instead all I see are six little foals who have been lucky up to this point.”
“Who are you calling a foal?” Rainbow shouted angrily, though her anger drew nothing but another bout of cool laughter from within the mist. Snorting in frustration she dropped to ground and stood next to Fluttershy.
It was no use! No matter how hard she tried the fog blocked everything from view.
“Are you the one who scared away the ponies from this town?” Twilight asked, her gaze fierce as she focused on where the laughter had originated.
“Indeed.” Came the response, though this time it was clearly amused by the unicorn’s words.
“And the one who attacked princess Celestia?”
“Of course. Though I would not go so far as to say I ‘attacked’ your precious princess, for it was she who challenged me. And while I would have greatly appreciated the opportunity to meet the ruler of Equestria in glorious combat, her interference here would have only served to complicate matters. Therefore I… dealt… with her.”
“What did you do?” Twilight growled, her horn glowing fiercely as the Element of Magic rose out of her bag and alighted gently on her head.
“What a sweet student you are Twilight Sparkle.” the voice taunted while its tone dripped with false respect. “Are you worried about your dear teacher? Then you’ll no doubt be pleased to hear that there is no need for concern. Your princess is in no immediate danger. Though… that may certainly change with time. After all, there’s no sure way to know what the future holds.”
Twilight remained silent, obviously trying to bring her anger under control. Therefore it was Applejack who spoke up next; walking over to stand next to her troubled friend.
“Who are you?” the earth pony yelled into the fog, not even bothering to hide her frustration.
"A valid question to be sure." the voice responded casually as the mist continued to churn around the group. "Though... not nearly as important as WHAT I am."
"All right then!" Applejack called out; clearly annoyed that somepony… or something… was toying with Twilight’s feelings. "If that's what you want then what are ya?"
For the first time there was no response. No laughter… no taunting… no sound of any kind. Instead the pony’s question was left floating in the silence of the rapidly approaching night. Rainbow saw Applejack glance over at Twilight, but the purple unicorn only gave a confused shrug.
Suddenly the fog before the group dissipated, and from behind them Rainbow could hear Rarity give a small gasp of surprise as the retreating mist revealed a very familiar figure.
"Applebloom?" Applejack choked, stunned to see her sister so far from home.
"Applejack!" Applebloom called out, clearly just as shocked to see her sister. "Thank Celestia I found you. Where are we? How’d I get here?"
As soon as she had spoken, a loud cracking sound shook the group as the ground beneath the little filly gave way. In an instant the young pony disappeared from sight; her terrified shriek ringing through the air.
"Applebloom!" Applejack cried out, her eyes wide with terror as she bolted forward to where her sister's red mane had disappeared into the earth. "No! Applebloom!"
The pony galloped with all the speed her legs would give her, and within seconds she covered the distance to the spot where her sister had stood a moment ago. However, there was no sign of the young filly; nor even of the fissure into which she had fallen. Instead the orange earth pony found herself staring at an unbroken patch of dirt as her friends ran quickly to join her.
"Oh... what a beautiful display of sisterly love." the voice in the mist cackled, arising once again as the fog rolled in to block the sky from view. "A truly wonderful sight.”
"Where is she?" Applejack shouted, her green eyes burning with a mixture of fear and anger as she spun quickly in a circle. Desperately the pony tried to see into the fog; searching for the smallest sign of Applebloom,
"WHERE IS MY SISTER?"
"Now Applejack, there’s no need to shout." the voice replied in a soothing tone. "If I had to guess, I would say she is still on that little farm of yours. But who really knows? After all, your home is so very far away from here. However, I will tell you this much. I at least have not touched her. While it is unfortunate, my power does not extend all the way to Ponyville. At least... not for the moment."
"An illusion..." Twilight whispered reassuringly as she approached her friend and placed a comforting hoof on Applejack's shoulder. "It was only an illusion."
"But why?" Applejack gasped, the remains of tears in her eyes as she met the unicorn’s concerned gaze. "Why would he show… that?"
Twilight shook her head sadly. Even from where she stood Rainbow could hear that Applejack was still breathing heavily from the shock she had just received.
"Why?" the voice asked from the mist, its reemergence causing Twilight to scowl darkly. "You asked a question, and I answered."
"What kind of answer was that?" Rainbow shouted. "You didn't tell us anything!"
"Is that so?” came an icy chuckle. “I would have to disagree. The sinking in her stomach Applejack felt when she saw a loved one, alone, so far from home! The chill that coursed through her veins as Applebloom vanished from sight! The sheer terror that griped your poor friend’s heart when she heard her sister scream! Oh, you can be sure that I answered her question."
The voice cackled loudly, and the sound caused Fluttershy to give a terrified shriek as the mist around them began to thicken. For several seconds there was only silence. Then... slowly... the voice began to chant. The words were not loud. Instead once again they were merely a whisper, like a breeze through the nearby forest. Yet for some reason, they were all the more ominous for their lack of volume.
"I am the creaking of the floor at night.
The image of a phantom as it fades from sight.
Terror... Horror... All of these things.
I am the dark which grants nightmares wings.
The sound of the night-wind when it howls your name.
The feel of the tree branch when it grasps your mane.
An unseen monster, and roaring storms..."
With a rush of wind the mist in front of the ponies condensed, solidifying to become a living creature.
"I am Fear, in all its forms!"
The six friends jumped back from the figure that had appeared out of nowhere, and even Rainbow hesitated as she stared at the beast standing before them. It looked almost like a small dragon, though appearing far more serpentine than any other dragon the friends had encountered before. It's scales we're dark black, and yet seemed to gleam in the light of the rising moon that now shown through the diminished fog. A pair of wicked looking horns adorned its head, and four enormous bat-like wings spread out from its back. However, it was the creature’s eyes that drew most of the ponies’ attention; for they gleamed like burning torches through the dark mists that slowly encircled its body.
"Fear?" Twilight responded as she allowed her eyes to meet the creature’s fierce gaze. To her left Rainbow Dash wanted nothing more than to charge the monster, but at a quick glance from the unicorn the she restrained herself.
"Indeed." the figure answered, smiling to reveal two rows of vicious looking teeth. Sure enough, its voice was the same as the one from the fog.
"Fear! The universal emotion! It is both who and what I am."
"Fear huh?" Applejack snorted her eyes narrowing as she glared at the strange beast. "Some friend of Discord's I reckon."
The creature's smile vanished immediately, and it's eyes blazed as it turned its full attention to the orange earth pony.
"Discord?" the monster growled, and for the first time there was no amusement in its voice. "You will find I am nothing like him!"
There was a short pause, and slowly the smile began to return to the creature's face as it gave an uncaring shrug.
"I will not lie. The chaos Discord sowed throughout this land was certainly amusing. And the terror his actions instilled was most welcome. However, he was a fool! One who was too overconfident in his own power and abilities. He underestimated you!”
For a moment the creature leaned forward, and its eyes locked with those of Rainbow Dash.
“In the end Discord paid the price for his arrogance. An eternity encased in stone would be a punishment he well deserves."
The six friends stared silently at the beast, taken aback somewhat by its obvious disdain for their old enemy. Twilight was the first to beak the silence.
“Alright, if you are not a friend of Discord’s, why are you here?”
"Why?" the monster growled. “I was brought here so that I might challenge those who wield the Elements of Harmony. It was not my choice to come to this little town. Though now that I have arrived, I must say that it is not as bad as I would have expected. I only had to make a few changes so that it would suit me better."
The figure waved a claw in the direction of the buildings the group had seen earlier, and slowly the outline of a town appeared. The small collection of stores and houses stood silent and abandoned against the swirling mist, and Rainbow felt a shiver run down her spine as a moaning wind caused the doors of a shop to swing open on their own. Not a single light could be seen coming from within the derelict buildings, and even had Luna not told them so already Rainbow would have guessed that not a single pony called this place home. Well… not any more at least.
"Give me a week or two..." Fear continued with an ominous sneer as the fog rolled in to once again consume the village. "… and I'll have all of Equestria like this. I can hardly wait."
“I don’t think so!” Rainbow responded, flying forward until she was eye to eye with the monster. “You think we’d let you get away with this? You know how we defeated Discord? Big deal! We’ll beat you just like we did him!"
"You know it partner!" Applejack shouted while Twilight and Rarity gave approving nods. However, rather than drawing a scowl from the being which called itself Fear, the pony's brave words only caused his smile to widen even more.
“Beat me?” He laughed, immediately fading away into mist. Rainbow Dash blinked in surprise at the unexpected disappearance; however a moment later the creature rematerialized at Fluttershy’s side, causing the yellow pegasus to almost jump out of her skin.
“Now how do you intend to do that?”
Rising onto his hind legs the creature spread its dark wings and the fog behind him turned as black as storm clouds. The light of the newly risen moon could barely pierce the swirling mists, and a fierce wind rose up around the ponies as Fear laughed menacingly.
“I’m afraid little ones, that defeating me is something which is far beyond your abilities. You may possess the Elements of Harmony, but even with such a power at your disposal you will find that you cannot conquer me so easily. I assume it was for this reason that I was brought to this pathetic little town in the first place.”
"Brought here?" Twilight repeated, causing Rainbow to glance questioningly at her friend. "You said that earlier as well. That somepony brought you here to challenge us! Who? Why?"
"Does it matter?" Fear responded as he gave the ponies a wicked grin. "Even if I had any intention to name the one who summoned me, it would not change the fact that I am here.”
With cold chuckle the monster lowered his head so that his gaze was level with Twilight’s.
“As for ‘why.’ I already answered that particular question. I want to witness first-hand the strength of princess Celestia’s champions, as well as the magic you possess. Once I have dealt with you six, I intend to take what has been too long denied me. My power will spread across the entirety of this land! And as I make their nightmares a reality, the ponies of Equestria will find themselves consumed by terror. Through their fear, these lands will finally fall into my domain.”
"Friend or not, you're no different than Discord!" Twilight called out, earning a vicious sneer from the monster before them. "He tried to drive all of Equestria into chaos. But he was no match for the Elements of Harmony. Like you, he didn't believe in their power."
"Twilight…” Fear responded, shaking his head in mock-disappointment even as his eyes continued to burn fiercely. “I would have expected more from a student of Celestia. Do not think that I am foolish enough to underestimate the Elements."
The creature stood up again, and while the fog made it difficult to say for sure, to Rainbow it seemed that he stood taller than before.
"I do not doubt the power of the Elements of Harmony. They are an ancient magic. However, I am older by far! The Elements are unique to pony kind. But every creature that ever was… or ever will be… knows of me. Be they birds of the sky or beasts that walk upon the earth; Fear makes no exceptions!"
“Oh yeah, well we're not afraid of you!" Rainbow countered proudly. However, the pegasus’ claim was undermined somewhat by a frightened whimper from Fluttershy.
"Well… I'm not afraid of you." the blue pony corrected herself with a quick glance towards her friend. "I'm not afraid of anything."
"A proud boast Rainbow." Fear commented, his eyes narrowing as the smile on his face grew dangerous. "Proud boast indeed. However a lie is a lie, no matter the reason for it’s telling!"
"I'm not lying!" Rainbow shouted adamantly. "You can't scare me. Not the bravest pony in all Equestria! There is no way a monster like you could ever hope to know what makes a pony like me tick. And my friends are no different. Keep laughing all you want, but you won't be able to intimidate us. Princess Celestia trusted us to protect Equestria. There’s no way we’d let you get away with this.”
During the pony's short speech Fear's sneer slowly vanished to be replaced by a furious glare, and as Rainbow finished speaking and the other ponies cheered, the monster’s eyes blazed with rage. The swirling mists darkened ominously, and this time there was no mistaking it as the serpentine-creature grew in size.
“You would do well to think before speaking.” He growled at Rainbow, the fog around the ponies diminishing so that the newly revealed moonlight gleamed off of Fear’s wicked fangs. “To claim that you are without fear is a lie! You may tell it to support your friends, to give them courage in the face of danger. However, it is a lie nonetheless. And it is one that I… WILL… NOT… TOLERATE!”
“Come on girls!” Twilight shouted, the air around them howling as the giant creature took to the sky. “Let’s show him that even fear is no match for the power of friendship.”
The star of Twilight’s crown flared suddenly to life, and Rainbow felt the necklace around her neck grow warm as the gem of her Element began to glow. Slowly the Pegasus felt her hooves leave the ground as the magic of the six Elements lifted her and the other ponies gently into the air. The fog around them vanished almost immediately as the lights of the awakened magic began to drive away the darkness, and for the first time since it’s arrival Rainbow felt the oppressive cold of the surrounding mist evaporate.
“Very well then!” Fear roared; raising a claw towards Rainbow and her friends. Even as the Elements of Harmony began to gather their strength, the remaining fog flew upwards to form a dark wall in front of the snarling creature. The lights of the Elements continued to grow in intensity, but the monstrous figure above them simply laughed.
“I shall prove to you that there is no hope for you ponies. Do you really think your power is enough to drive out Fear? If that’s the case then show me the strength of Celestia’s champions! Let me see just how powerful your friendship truly is!”
Rainbow gritted her teeth and allowed her eyes to close so that she could focus on the warmth emanating from her Element. Already she could feel the energy inside the gem building as the invisible bonds that connected her to her friends grew in strength. Even without seeing them, the pegasus could sense the other ponies as their power joined with her own.
Above them Fear continued to laugh, seemingly unimpressed by the magic of Harmony. However, his taunting served only to drive Rainbow’s anger to new heights as the young pony poured all of her emotions into her Element.
This monster wanted to hurt her friends! He had already made that fact abundantly clear. But Rainbow was not going to allow that to happen! He may have been strong enough to defeat Princess Celestia, but the pegasus would not allow her mind to linger on such dark thoughts. There was no time to worry! No time for doubt or second-guessing! If it meant protecting her friends and home from this monster, Rainbow would give this attack everything she had. The loyalty she felt towards her friends flowed into her Element, and in that moment the six champions felt the true power of Harmony erupt forth.
Opening her eyes, the blue pegasus was just in time to see a blinding rainbow streak across the sky and strike the barrier Fear had erected in front of himself. The monster’s burning eyes widened in surprise as the spear of light impacted against his shield, and immediately he brought his other claw to bear as he pressed against the back of the midnight-colored wall. The fog held, but already Rainbow could see that Fear was straining as he fought against the force of the Elements.
“This is…NOTHING!” the monster roared, giving a strained laugh even as he struggled to maintain his shield. Fear’s wings beat the air furiously, but already the six friends could see that he was being pushed back as the rainbow of colors grew brighter still.
“YOU… WILL… NOT… DEFEAT… ME!”
Suddenly a loud cracking sound broke through the night, immediately followed by a second, and then a third. Rainbow watched in awe as fractures of pure white light appeared in the barrier that Fear had constructed.
“What?” the creature gasped as the cracks began to spread across the entire surface of the fog. “This is impossible! How can you six possess such power? How…”
With a sound like the breaking of a window the wall of fog shattered, the pieces vanishing into nothingness as the power of the Elements continued onward to strike the monster head-on.
“NOOOOOOOOO!!!” Fear howled, red eyes widening in shock as the same white cracks that had appeared in his barrier began forming all along his scaly body. Slowly these too began to spread until not a single inch of his being was left untouched. For several seconds the creature fought against the power that consumed him, snarling in fury as he attempted to escape from the magic of the Elements.
But he could not hold out for long.
With the sound of shattering glass the monstrous-being vanished in a roar of light and sound. As the glare of the explosion faded away and the Element around her neck fell silent, Rainbow gave a relieved sigh; releasing a breath she hadn’t even realized she had been holding. Nearby the pegasus could hear the other ponies doing the same.
Though the moon still shown overhead, the difference in the forest was like night and day. The ominous chill that had been present even before the fog had appeared was no more. Instead a warm breeze flew gently through the field, causing the leaves of the nearby trees to rustle gracefully. Despite herself Rainbow Dash began laughing. There was nothing particularly funny, but she found that her relief would allow for nothing else. Needless to say, it did not take long for her friends to join in.
“Land sakes!” Applejack exclaimed, staring happily up at the newly revealed stars before turning to the rest of the group “Are ya’ll ok?”
“Never better!” Rainbow shouted in excitement. Taking to the sky she made a celebratory loop in the air before landing gently next to Fluttershy. “I knew we could do it!”
The blue Pegasus gave her friend a reassuring wink and Fluttershy smiled for what must have been the first time since the meeting with Luna.
“I’ll admit...” Twilight muttered with a small shake of her head. “I was scared. I didn’t know if we’d be able to beat him. After all, he did manage to defeat Princess Celestia.”
“I hardly see how a brute like that would have stood a chance against the princess.” Rarity scoffed, carefully removing a rogue leaf that had lodged itself in her mane.
“He certainly seemed mighty sure of himself.” Applejack agreed with a frown. “For all his big talk, I reckon he must have snuck up on her. There ain’t no way he fought fair and won.”
“Or maybe we’re just that awesome.” Rainbow Dash remarked, giving an apologetic smile as she received a scowl from Twilight. “What? I’m just saying…”
“Let’s go.” The unicorn sighed, rolling her eyes dismissively at the pegasus before turning her back on Manestown. “I want to make sure the princess is alright.”
“I hope she’s feeling better.” Fluttershy sighed as she and Rainbow moved to join their friends.
“Cheer up sugar cube!” Applejack chuckled, nudging the yellow pegasus playfully. “I’m sure she’s just fine. Start thinkin’ happy thoughts. Like how we can say good-bye to this creepy town.”
“Good-bye? But you only just arrived?”
Rainbow froze, her blood turning to ice as the other ponies stopped dead in their tracks. Twilight’s eyes went wide in terror, and as the other ponies spun quickly on their hooves Fluttershy looked as though she were about to faint.
A howling wind rose up from out of nowhere, and within moments most of the stars were obscured by pitch-black storm clouds. As a massive bolt of lightning split the sky, its flash revealed the outline of an all-too familiar figure.
“Oh come now!” Fear snarled darkly as he glared at the six friends. “Did you really think that would be enough? I suppose I should not be too surprised. After all, it was exactly what you expected to happen. Was it not?”
The beast leaned forward and Rainbow watched as her friends all took a tentative step back… or several in Fluttershy’s case. For her part the blue pegasus managed to hold her ground; though doing so was no easy task. The sheer malevolence emanating from the creature was suffocating.
“Did you enjoy my performance?” Fear hissed, his eyes ablaze as bolts of light continued to streak across the sky. “I tried my best to give the show you wanted. To simply wait for the power of the Elements to consume me as it did Nightmare Moon and Discord! Judging from your expressions, I’d say I succeeded. Good! I was worried for a moment that you’d see through my act. After all…”
A flash of lighting caused the beast’s fang’s to glint as he gave the group a wicked grin.
“… I find it difficult to feign such incompetence!”