Facing Fear

by Shadowmane Nox


Chapter 2

Chapter 2
 
While the thunderstorm continued to rage overhead, the dark-scaled beast sneered maliciously before taking a step towards the ponies. Fear’s fiery gaze moved slowly from one friend to the next, studying them as a black mist began to spread outward from his body.
 
No response?” He taunted, wings beating the air into a raging gale to match the violent sky above. “No more brave words? What a disappointment. Was that really all you had?”
 
“How…?” Twilight gasped, her eyes wide as the creature gave a cold chuckle.
 
How what?” Fear responded in a disgusted tone. “How could your precious Elements fail you?”
 
The giant rose up to his full height and growled ominously as the roar of the wind grew still stronger.
 
Did you forget who it was you are facing? Or perhaps you simply cannot comprehend the significance of what I am, or the power I possess.”
 
Fear waved a claw, and immediately the fog surrounding him rose into the air. A moment later there was a flash of light and Rainbow found herself suddenly staring, as if through an open window, at a scene from another place and time.
 
The pegasus watched, spellbound, as shades of herself and friends faced off against Nightmare Moon in the ruins of an ancient castle. She looked on silently as the Elements of Harmony appeared for the first time, their power shining forth to envelop the black mare as they drove away the evil that resided within her.
 
You may not have realized it…” Fear hissed, pointing a claw at the ghostly scene above. “But I was there! You could see it in her eyes, could you not? Hear it in her voice? I was the dread that gripped the night princess’s heart when the Elements of Harmony, a power she thought destroyed, revealed themselves in you.”
 
The scene changed, and the ponies now found themselves looking down from above at the cackling form of Discord. The draconequus sat arrogantly atop his throne, laughing as the chaos of a ruined Ponyville raged all about him. Before him stood the images of the six champions, standing bravely side-by-side as they prepared to awaken the Elements yet again.
 
I was here as well…” Fear continued, giving a low chuckle as the shade of Discord was turned to stone. “I was the panic the lord of Chaos experienced upon realizing your friendship was strong… unbroken… despite his attempts to tear you apart.
 
As the light faded and the strange window became nothing more than fog once again, the monster sneered as he lowered himself to the ground. Seeing the giant creature crouched before them, Rainbow could not help but think of a coiled snake waiting to strike. Without warning the windstorm around them ceased, and an eerie silence fell over the forest.
 
Do you understand now?” the beast asked before giving the ponies a dark scowl. “You… cannot… defeat me! Twice now I have watched you call forth the power of the Elements! Twice I have looked on as your enemies fell to the very same attack! If you thought that I would allow myself to yield just as they did, you are sadly mistaken.
 
Fear’s glare turned fierce, and slowly he began to crawl toward the six ponies.
 
“Now! I shall show you what it means to truly know Fear!”
 
As the creature came at them, his red eyes locked with Twilight’s. The unicorn gave a startled gasp, and Rainbow immediately knew that something was very wrong. Fear continued to advance, but while the other ponies carefully backed away from his looming form Twilight seemed rooted to the ground. The pony’s eyes were wide with terror, and it seemed almost as if she could not look away from the burning stare that held her. With a cold chuckle the monster reached forward to grasp the trembling unicorn, and without thinking Rainbow Dash took to the air.
 
“Twilight!” She shouted frantically, covering the distance between them in a blink of an eye. “Snap out of it Twilight!!!”
 
The pegasus’ speed carried her headfirst into the unicorn, and with a loud thud both ponies fell tumbling away from the monster’s grasp. Picking herself up off the ground Rainbow glanced worriedly towards her friend, but sighed in relief as Twilight got slowly to her hooves. The purple pony gave a small groan, but asides from appearing a little shaken she seemed to be otherwise unharmed.
 
“Are you alright Twi?” Applejack called out, her expression dark as she turned to face the still smiling monster.
 
“Thanks to Rainbow I am.” Twilight responded, smiling towards the blue pegasus to show that she was uninjured. Almost immediately the star of the unicorn’s crown began to glow once again, and Rainbow Dash smiled as she felt her own Element come alive.
 
This time they would finish the monster for good!
 
The other ponies’ Elements began to glow, and Fear’s eyes narrowed as he stared at Rainbow’s shimmering necklace.
 
I think not!” The monster growled. “I have seen this trick too many times already, and now I find myself growing weary of this game.”
 
Sneering at the ponies, Fear clenched his outstretched claw as though to grab hold of an invisible rope, and immediately Rainbow gasped as she felt something cold wrap itself about her legs. Glancing down she had only a moment to see the tendrils of pitch-black fog climbing up her body before the world around her disappeared in a cloud of swirling shadows. The startled pony immediately attempted to call out to her friends as she fought against the writhing mists. However, no sound was able to escape her throat.
 
Her attempts to break the haze’s frigid grasp were no more effective. She might as well have tried to snap a steel chain with her bear hooves for all the good her struggling did. Instead the more she fought against the bonds that held her, the tighter they became. And within moments Rainbow Dash could barely breathe, let alone move.
 
Suddenly there was a rush of warm air as a violet flash pierced the darkness, quickly expanding until she found herself encased in a radiant sphere of light. As the gentle glow passed over her, the surrounding mists vanished and the pegasus felt her heart leap for joy when she found Twilight standing at her side. The unicorn’s horn flared brightly as she worked to protect her friend; the light of her magic spreading with each passing second until the last of the fog vanished from Rainbow’s body.
 
The pony’s magic slowly faded, and Rainbow Dash found herself once again on the outskirts of Manestown. Her friends all stood nearby, relief evident on their faces. Meanwhile, Fear lay silently where Rainbow had seen him last, grinning wickedly even as he gave Twilight an appraising look.
 
Interesting…” the beast growled, fog rolling from his jaws like smoke from a dragon’s mouth. “I am glad to see that you are not without some surprises Twilight. However...”
 
Fear opened his clenched claw, revealing a golden necklace resting in his scaly palm.
 
“… I already have what I want.”
 
“No!” Rainbow shouted, quickly bringing a hoof to her neck. Sure enough, her Element was nowhere to be found.
 
“How did…!” the pegasus began, but stopped once she realized no answer would be forthcoming from their enemy. Instead she turned her full attention on Fear, rose-colored eyes blazing with fury as she was taunted with her own Element.
 
“Give it back!”
 
This little thing?” The serpentine-monster replied innocently as he held the necklace up for all to see. “You can have this anytime you want.”
 
In an instant, innocence turned to malice as the beast spread his wings wide.
 
All you need to do is chase me!”
 
With an earth-trembling roar Fear launched himself into the sky, the force of his wings threatening to knock the six ponies to the ground as he sped off towards the village and mountains rising behind it.
 
"Get back here!"

"Rainbow! Wait!" Twilight shouted, but her words fell on deaf ears as the enraged pegasus took off in pursuit of their enemy.

"Rainbow!" Applejack called out in exasperation as her friend vanished in the direction of Manestown. "What in tarnation does she think she’s doing? "

As the orange earth pony galloped after their fleeing friend, Twilight gave Rarity a worried frown before joining the chase. With a grim nod the white unicorn immediately followed suit, Pinkie Pie and Fluttershy hot on her tail.

Within moments the five ponies found themselves running through the abandoned streets of Manestown, their eyes locked on the figures of Rainbow Dash and Fear as they raced high overhead. The dark fog that had engulfed the town upon their arrival was nowhere to be seen. However, its absence did nothing to ease the oppressive feel of the lifeless village. If anything it was far worse now that the friends could see how quickly the buildings seemed to have fallen into disrepair. All around them windows lay broken upon the ground. Meanwhile, every bolt of lightning overhead revealed another door that had been either shattered on snapped from its hinges as if by some wild beast. Yet no sign of such an animal revealed itself, and instead the ponies could hear only the sound of their hoof-beats and rolls of thunder as they passed quickly through the desolate town.
 
High above the ground Rainbow seethed with anger, her wings beating franticly as she gave chase after the monster who had stolen her Element. Although the moon and stars were hidden by the storm clouds overhead, the pegasus had no difficulty keeping the fleeing monster in sight thanks to the constant flashes of lightning that spider-webbed across the sky. At this height howling winds from the storm constantly beat at the young pony, and for such a large creature Fear was much faster than Rainbow would have ever thought possible. However, he had made a mistake thinking he could outrun her, and with a grim smile the pegasus began to gain on the soaring beast.
 
“I’m not letting you get away from me!” she snorted angrily, drawing closer with each passing second. Up ahead Fear glance back at his pursuer, surprise momentarily flashing across his face as the blue pegasus continued to close the distance between them.
 
So… you would indeed chase me?” The creature growled, his voice carried on the wind as he returned his attention to the tall mountains ahead. “And your speed is not an exaggeration I see. Very well then…”
 
Rainbow gritted her teeth in frustration as Fear’s gigantic form began to shrink before her very eyes. Within moments the monster was but a fraction of his former size, though still considerably larger than the pegasus chasing him. Even so, his new size seemed to grant him renewed speed, and with a sneer the serpentine-beast began to slowly pull away from the pony.
 
 However, the smile did not remain on his face for long,
 
Rainbow drove herself ever onward, her wings straining against the howling winds. She had to admit that Fear was not a bad flyer. Against anypony else he might even had stood a chance. But Rainbow was the fastest flyer in all of Equestria, and there was no way she would let him get away with her Element!
 
With an angry scowl the pegasus drew out every last ounce of speed her wings could muster, and soon enough the distance between the pony and monster began to close yet again.
 
With an infuriated roar Fear suddenly changed direction, forcing Rainbow to rapidly bank left so that she could resume the chase. A few moments later the creature shot skyward before rapidly coming about to dive towards the ground. Again and again the serpentine-dragon spun in the air as he attempted to lose his pursuer. Yet no matter how hard he tried, the pegasus managed to stay right behind him.
 
Far below Twilight and the other ponies continued to chase after the two flyers, watching with a mixture of unease and fascination as Rainbow and the monster soared through the lightning-filled sky.
 
“Well I’ll be!” Applejack muttered, her face grim as Fear once again took off towards the mountains. “It sure looks like Rainbow’s givin’ him a hard time.”
 
“You can say that again.” Rarity responded, panting slightly as she struggled to keep up with the galloping earth pony. “Fear or not, what was he thinking trying to outrun Rainbow in the air like that? She’s always bragging about how fast she is.”
 
“And not without reason.” her friend chuckled. “There ain’t no way he’s gettin’ away from her.”
 
“What I don’t understand…” Twilight pondered aloud. “… is why he flew off in the first place. The Elements didn’t work. So why steal Rainbow’s and run?”
 
“It is a might suspicious.” Applejack agreed with a small nod. Suddenly a curious expression crossed over the young pony’s face as she dropped back to run at Twilight’s side.
 
“You think he might be up to somethin’?”
 
“I don’t know.” The unicorn replied uneasily. “But it wouldn’t surprise me. I just wish I knew why the Elements could not destroy him! Or why they did not at least trap him like Discord.”
 
“Maybe he was an Illusion?” Rarity suggested while looking towards Twilight for her opinion.
 
“Sure!” Applejack agreed with an approving nod. “Just like that there hocus-pocus he used to make us think my sister was here.”
 
“Maybe…” Twilight muttered uncertainly, but a moment later her eyes went wide with excitement as a sudden realization struck her.
 
Applejack and Rarity traded each other confused glances; clearly taken aback by their friend’s sudden change in mood. However, the pair chose to remain silent and waited for the purple unicorn to explain herself. Eventually she did just that, her voice growing more excited with each passing moment.
 
“If he was just an illusion…” Twilight explained as her violet eyes twinkled with excitement. “… then that would certainly explain a few things! Like why Fear didn’t try taking one of our Elements earlier. If the first time he appeared he was just an illusion, then he wouldn’t have been able to touch us. If he had it would have broken the spell and the image would have disappeared just like Applebloom did earlier.”
 
“You don’t say...” Applejack remarked as high overhead Fear gave another loud roar before changing direction yet again. A moment later Rainbow Dash whipped around to keep up her pursuit.
 
“How do you know so much about illusions Twi?”
 
“I’ve done quite a bit of reading on them.” the unicorn explained with a proud smile. “Chapters 11 through 25 of Advanced Spells and Enchantments were all about illusions. According to the author, they are a very ancient form of magic. And if Fear really is as old as he claims to be, then that might explain why a creature like him prefers them so much.”
 
“So are we to believe that dreadful thing Rainbow is chasing is also an illusion?” Rarity asked as she glanced skyward towards their friend.
 
“No!” Twilight answered quickly with a shake of her head. “The fact he could hold the necklace means he was real! A physical being! Of course that in itself explains why Fear ran off with Rainbow’s Element before we could use our power a second time. Once he revealed his true-form he could not risk us using the magic of Harmony on him! That means despite all his boasting, he is afraid of its power.”
 
“And that means we can beat him!” Applejack shouted excitedly.
 
“Assuming we can get the Element he stole back.” Twilight pointed out as she peered up towards the sky. “But we need to be careful. I’m sure he came this way for a reason, so keep your eyes out for anything suspicious like a…”
 
“Creepy cave?” Fluttershy squeaked, causing Twilight to glance back at the yellow pegasus who flew behind them
 
“Yes Fluttershy.” Twilight agreed. “We’d definitely want to watch out for something like…”
 
“No! Creepy cave! CREEPY CAVE!!!!” the pegasus shouted, causing the group to skid suddenly to a halt.
 
Twilight looked to where Fluttershy was pointing with her hoof, and a flash of lightning immediately revealed what had startled their friend. The trail on which the ponies now found themselves ran parallel to a large cliff, and carved into the rock face was a gaping cavern easily ten paces across.
 
It was hard to say for sure. But judging by the steel rails that could be seen at its mouth, Twilight guessed the cave was an entrance to the Manestown Mines.
 
“Well… that sure is down-right spooky.” Applejack remarked nervously as another bolt of lightning illuminated several mine-carts at the mouth of the cavern.
 
“Quite spooky indeed.” Rarity groaned while Twilight continued to study the gaping hole. “And don’t forget… dirty.”
 
The white unicorn trembled at the last word and Applejack sighed in annoyance.
 
“Really Rarity?” The earth pony snorted as she gave her friend a disbelieving stare. “With all the stuff happenin’ right now, you’re worried about a little dirt?”
 
“Girls…” Pinkie Pie started anxiously, but was interrupted by a dignified sniff from Rarity.
 
“But of course Applejack. You are talking to a lady after all.”
 
“Girls…!” Pinkie Pie tried again, but failed to get their attention as Applejack shot back at Rarity with a most un-dignified snort.
 
“Will you quit it with that ‘lady’ talk! I don’t need you gettin’ on my nerves Rarity. Not now least of all.”
 
“GIRLS!!!” Pinkie yelled, causing her four friends to stare at her in confusion.
 
“What?” Rarity and Applejack asked at once, shooting each other aggravated glares as they did so.
 
“We… may want to move.” The pink earth pony replied anxiously, holding her rapidly shuddering tail for them all to see. “Now! Twitchy twitch-a twitch!”
 
All four ponies took only a single glance at Pinkie’s quivering tail before jumping from the path. No sooner had they leapt out of the way than there was a shuddering thud as Fear plunged out of the sky and slammed into the ground where the friends had been standing but a moment earlier. The force of the impact was enough to crack the rocks beneath the monster’s claws, but the scaly beast seemed completely unfazed as he glanced angrily skyward. Sure enough, Rainbow Dash could be seen diving headfirst after him.
 
With an enraged growl Fear took off once again, flying directly into the cave across from the ponies and disappearing from sight. Rainbow did not hesitate for an instant, and before her friends even had a chance to call her name the blue pegasus disappeared into the depths of the cavern as well.
 
Not knowing what else to do, Twilight simply stared in complete shock as Rainbow’s tail vanished into the shadows of the mine. Glancing over at Applejack she saw her friend’s green eyes were as wide as saucers while her mouth hung open in utter disbelief.
 
“Did… did she just chase a monster into a pitch-black cave?” the orange pony gasped, sounding as if she couldn’t believe the words coming out of her mouth.”
 
“Yes…” Twilight confirmed, incredulity no less evident in her own voice. “… yes she did.”
 
“She really is one brave pony.” Applejack sighed, reminding Twilight of the same words she had spoken that morning in Ponyville. “Crazy! But brave.”
 
“That is putting it very politely.” Rarity snapped. “Personally I would have said ‘foolish’ before anything else.”
 
“Well foolish or not, we can’t just let her go in there alone.”
 
“No we can’t.” Twilight agreed as she ran towards one of the mine-carts at the tunnel entrance. For several moments the unicorn studied the metal cart carefully before giving an excited yell. A moment later her horn flashed brightly and the inside of the cave was bathed in a warm orange glow as a pair of lanterns hanging from the front of the cart flared to life.
 
“Come on girls! Let’s get going before they’re too far ahead!”
 
Applejack and Pinkie Pie were at Twilight’s side almost immediately, however, their remaining two friends were not quite so willing to enter the gapping cave.
 
“But… the dirt!”
 
“Rarity!” Applejack snapped angrily, earning a defeated sigh from her friend.
 
“Alright!” the unicorn grumbled as she trotted to join the others. “But Rainbow will owe me a week of spa treatments after this. It will take at least that long to get my mane clean again.”
 
Once Rarity joined them the four friends turned expectantly to Fluttershy who still stood wide-eyed in front of the entrance.
 
“Come on sugar cube!” Applejack shouted encouragingly. “We need to hurry.”
 
“B…but…” The shivering pegasus stammered, her eyes seeming to grow wider with each passing second. “I can’t! It’s dark, and scary, and…”

“Fluttershy, we need to go now!” Twilight pressed anxiously as she lit additional lanterns on another cart. “Rainbow might need our help, and we can’t leave her in here all alone can we?”
 
“N…n…no!” Fluttershy squealed, clearly on the verge of tears. “We need to find her! But…”
 
*CRACK*
 
With a sound like a mountain splitting in half, a bolt of lightning struck a tree only a few paces from the edge of the trail. Before the flash had even faded from their vision Applejack grunted in surprise as the air was knocked from her lungs. Glancing down the earth pony gave a soft chuckle and patted Fluttershy comfortingly on the head as the terrified pegasus pressed up against her friend’s side.
 
Nopony could move faster than a frightened Fluttershy!
 
With a nod Applejack turned to Twilight who seemed to be finishing her inspection of the two mine carts.
 
“Well we’re all here now. What’s next Twi?”
 
“I think these are our best bet.” The unicorn replied, motioning to the pair of mine-wagons. “Each one looks big enough to carry at least three of us.”
 
"You must be joking." Rarity gasped as she stared with dread at the thick layer of grime coating the metal bins. “You expect us to ride in… these? They’re filthy!”
 
“It’s the only way.” Twilight pointed out simply. “How else are we supposed to catch up with Rainbow?”
 
Rarity grimaced slightly, but nodded as she carefully climbed into the front cart. The unicorn tried her best to not disturb the dirt lining the interior of the bucket, but was forced to give up her futile attempts as Pinkie Pie jumped in next to her and sent up a giant cloud of dust.

“Oops” The pink pony apologized sheepishly as Rarity shot her an angry glare.

"So... how far do you reckon this here tunnel goes?" Applejack muttered uneasily, moving to stand next to Twilight.
 
“If this is an old mine, there’s no telling how deep it is.”
 
"I… I hope it’s not too far." Fluttershy whispered as she climbed hesitantly into Rarity's cart as well.

"Well I know one way to find out!" Pinkie giggled, reaching for a lever at the front of the wagon.

"Pinkie…?" Rarity whispered nervously, her eyes going wide when she saw what her friend was reaching for.
 
“Welcome to the Pinkie Pie Pony Express.” Her friend laughed, giving Rarity and Fluttershy a wink. “Please keep you wings and hooves inside the ride at all times.”
 
“Pinkie, I really think we should…”
 
“HOLD ON TO YOUR TAILS GIRLS!!”
 
The pink pony slammed the lever forward with all her might, and immediately the cart and its three passengers shot ahead into the tunnel. Even over the loud rattle of the tracks Twilight and Applejack could hear Pinkie’s excited laughter… and Rarity’s terrified screams.
 
As the clattering cart disappeared around a bend in the tunnel, Twilight gave Applejack a smirk before climbing into the remaining wagon.
 
“You know…” she sighed while waiting for the other pony to jump in. “… I’m beginning to think some of our friends may be a bit reckless.”
 
With a chuckle Applejack jumped in behind her friend before glancing one last time towards the cave entrance.
 
“At least that’s just Pinkie being Pinkie Pie. Rainbow has no excuse!”
 
Twilight’s horn glowed softly, and immediately their cart shot forward in pursuit of their friends. The loud rumble of the wagon over the metal rails was deafening, and both ponies found themselves covering their ears as the sound resonated off of the narrowing tunnel walls. The lanterns hanging on the front of the cart tried their best to dispel the surrounding shadows, but the most they could manage was to cast an eerie orange glow on the ground that rushed beneath them.
 
As the wagon traveled onward trough the mountain, several times the soft light of the lanterns revealed an offshoot of the tunnel in which they now found themselves. The speed of the cart always carried them past these passageways far too fast to see anything clearly. However, after every new tunnel Twilight could not shake the feeling that something was watching them as they passed.
 
Staring at them from just beyond the lantern’s glow.
 
The unicorn knew it was just her imagination. After all, in situations like this the mind was compelled to play tricks on itself. But even knowing this did nothing to stop the hairs of her mane from standing on end. And instead the feeling remained, like a whispering voice in the back of her mind.
 
The farther into the depths of the mountain they went, the more nervous Twilight found herself becoming. As of yet there was no hint to show that Rainbow Dash had passed this way. Nor was there any sign of the cart carrying Rarity and the others. Though she tried as hard as she could to listen for something… anything… to hint at where their friends might be, the purple unicorn could hear nothing but the rattling of the track beneath their wheels.
 
After several more minutes of travel, Twilight felt Applejack tap her gently on the shoulder.
 
“So Twilight…” the earth pony called out, pressing close to her friend to be heard over the din. “I’ve been thinkin’ about what you said earlier. You know, about Fear’s illusions and such? What if we do find Rainbow and get her Element back? How in Celestia’s name are we gonna fight him if we can’t even tell what’s real?”
 
“I wish I had that answer.” The purple pony responded with a quick glance at Applejack. “Ever since I realized Fear’s first appearance was just an illusion, I’ve been trying to remember everything I’ve read on that type of magic. However, illusions are… complicated.”
 
“I don’t like the sound of that.”
 
The earth pony fell silent and Twilight felt her stomach churn slightly as the cart hit a sudden dip in the tracks. However, the freefall lasted for only a few moments before the railway evened out once again.
 
Peering back the way they had come, the unicorn felt her ears wilt at the sight of the rails disappearing into darkness behind them. If they continued on much longer at this pace it could take a whole day to return to the surface again. Perhaps even longer considering they’d be climbing up hill. However, such dark thoughts were interrupted as Applejack gave Twilight another tap on the shoulder.
 
“Come on Twi!” the orange pony urged, pulling her friend’s attention back to their conversation. “You’re the smartest gal I know! With all them books of yours, you must have some plan brewin’ in that head of yours.”
 
“Well…” the unicorn responded hesitantly. “I do have one idea. But I don’t know if it will work. And then even if it does, I can only see it giving us one chance.”
 
“Cheer up sugar cube.” her friend chuckled while giving an encouraging smile. “It’s us you’re talkin’ about here. We’re your friends! One chance is all we need!”
 
Despite those brave words, Twilight was not sure she shared her friend’s confidence. Her doubt must have been obvious, because a moment later Applejack tussled her mane playfully.
 
“Now don’t you go givin’ up on me Twilight. As long as we’ve got each other, there ain’t no way we can lose. Just you wait and see! We’ll rescue this town and get back to the princess faster than Big Mac can eat a pie. After all, there’s no way Fear can stand a chance against our friendship.”
 
Twilight found her gaze drawn to her friend’s warm green eyes, and despite herself the unicorn felt a smile spread across her face. Applejack was right! Their group had faced hard times before, first with the return of Nightmare Moon and then again during Discord’s escape. But no matter what enemies appeared! No matter what dangers they had faced! Their friendship had held strong even during the darkest times.
 
Facing Fear would be no different!
 
“Twilight! Applejack!”
 
Spinning around at the sound of Pinkie’s voice echoing along the tunnel, Twilight shielded her eyes as a bright glare suddenly appeared in the distance. Blinking to allow her eyes the chance to adjust, the unicorn watched nervously as the end of the tunnel quickly approached. Within moments the cart burst forth from the narrow passageway and entered a large well-lit cavern, a loud screech of metal against metal ringing through the air as the speeding cart skidded along the rails before Twilight’s magic could bring it to a halt.
 
“Oh thank goodness you two are alright!” Rarity called out, her tone one of relief as she moved to meet the newly arrived ponies. “I was worried something had happened when you weren’t right behind us. Then again, I suppose Pinkie was going slightly faster than any SANE pony would.”
 
As the white unicorn glared at Pinkie Pie, their friend simply giggled and ran to join them.
 
“Did you see us Twilight?” the pink earth pony shouted as she danced around the cart. “That was so much fun!!! I wish Ponyville had a place like this! In fact… why don’t we have a place like this? We really should have a place like this! What if…”
 
Twilight ignored Pinkie for the moment and carefully climbed down from the wagon as she surveyed the cave in which the friends now found themselves. The ceiling of the massive cavern rose well out of sight, and all along the walls lay the entrances to yet other mine shafts. As she let her gaze pass from one entrance to the next, the unicorn counted at least ten such passageways branching off from the cave. Any one of which Rainbow Dash could have taken.
 
While Pinkie Pie continued to prance gleefully about them, Twilight felt her stomach sink.
 
How in Equestria were they supposed to their friend now?
 
The unicorn’s dark ponderings were interrupted as Applejack suddenly leapt down from the mine cart and landed at her side.
                
“Golly!” the orange pony exclaimed as she stared at the strange glow illuminating the cavern around them. “Now where is all this light coming from? Was this your doin’ Rarity?”
 
“Not at all!” the purple-maned unicorn replied with a shake of her head. However, she seemed very excited as her horn shimmered blue and a small light lifted itself gently from the ground at their feet. Both Twilight and Applejack stared in awe as a tiny star-shaped gem floated in the air before them. Though it was small, the strange stone gleamed brightly with a glow fierce enough to overpower the orange flicker of the mine-cart lanterns.
 
“Do you know what this is?” Rarity exclaimed eagerly as she reached out to touch the glowing gem with her hoof.
 
Applejack stared quizzically at the stone for several moments before giving a small shrug.
 
“No, can’t say that I do.”
 
“It’s a Starlight Sapphire!” her friend responded excitedly, jumping up and down with glee. “These are some of the rarest crystals in Equestria. Why anypony would leave all these beautiful gems simply lying around here is beyond me.”
 
“It looks like the miners were using them to light the tunnels.” Twilight reasoned.
 
“What a shame.” Rarity moaned as she looked around at the hundreds of shimmering stones dotting the cavern. “These would look simply marvelous on a new dress I’m designing. Oh I can see it now! An elegant flowing gown with these beauties lining the skirt!”
 
The seamstress paused and carefully studied the sapphire held by her magic.
 
“I’m sure nopony will mind if I just take a few. A dozen at most!”
 
“We need to focus on finding Rainbow first.” Twilight muttered, earning a reluctant sigh from Rarity as she let the sapphire fall to the ground.
 
“You’re quite right, of course. But where should we even start? Rainbow could be anywhere by now.”
 
“How about looking over here?”
 
At once the five ponies spun around as familiar voice called out happily from one of larger mine shafts. A moment later Twilight's face broke out into a bright smile as Rainbow Dash emerged from the dark confines of the tunnel, shielding her eyes from the light of the glowing sapphires. The blue pegasus’ brightly colored mane was slightly disheveled, and even from where she stood her friend’s could see that the pony was covered head to hoof in dust. However, her smile was confident and she appeared completely uninjured as she moved out from the shadows of the tunnel.
 
“She’s alright!” Fluttershy shouted happily, giving a very uncharacteristic cheer. However Applejack was not so quick to join in their friend’s jubilation, especially upon seeing the golden necklace hanging proudly about Rainbow’s neck. Instead the earth pony gave Twilight a worried frown before quickly moving towards the front of the group.
 
“Rainbow, you’re alright! And you got your Element back?” Rarity exclaimed in complete shock. “How in Celestia’s name did you manage that?”
 
“Now hold your horses!” Applejack snorted, placing a cautioning hoof in front of the white pony’s face to halt her attempts to move towards Rainbow. “How do we know she ain’t some illusion?”
 
Twilight nodded firmly in agreement, and Rarity’s surprise immediately turned to suspicion as she stared questioningly at Rainbow Dash. After seeing the grim look on Applejack’s face, Fluttershy ceased her cheering and slowly move forward to stand nervously behind Pinkie Pie.
 
“Hey… what’s wrong?” the blue pegasus asked with a nervous laugh. As all five friends stared cautiously in her direction the newly arrived pony halted several paces away, glancing uncertainly from one face to the next.
 
“Come on girls… it’s me!”
 
Carefully Applejack began to approach the confused pony, her eyes unblinking as though she expected the pegasus to leap towards her at any moment.

“Ok Applejack…” the rainbow-maned pony mumbled uneasily. “… you’re officially creeping out now. Come on, it’s me! Rainbow Dash! You know… the bravest pony in Equestria?”
 
“Oh, I know who you look like. But I ain’t taking any chances.”
 
Slowly Applejack moved to poke the pegasus standing in front of her. Then, without warning, the earth pony raised her hoof high into the air before brining it down hard on the top of Rainbow’s head.
 
*Thump*
 
“Ouch!” Rainbow shouted, rubbing her head gingerly as Applejack’s face broke out into a happy grin. “What was that for?”
 
“Just testing.” the orange pony chuckled as their friends immediately ran forward to join them. “Twilight said illusions would disappear if we touch ‘em, and I wanted to be sure you weren’t one.”
 
“Did you have hit me so hard?”
 
“No, but somepony needs to knock some sense into that thick head of yours.”
 
“Applejack’s right.” Rarity agreed, trying hard not to laugh as their friend carefully massaged the small bump forming on her head. “Honestly Rainbow, what were you thinking by coming in here all by yourself.”
 
The blue pegasus smiled sheepishly as she glanced from one friend to the next. She could tell that every pony there had been worried about her, and there was no denying that they were right.
 
“I’m sorry girls.” she muttered with an apologetic shake of her head. “I didn’t mean for you all to be so worried about me.”
 
“We’re just happy you’re alright Rainbow.” Fluttershy whispered, causing her friend to blush in embarrassment as the other ponies pressed in around her. “I was so scared when I saw you chase after that monster! How did you manage to get your Element back from him?”
 
Why, I gave it to her of course!”
 
Fluttershy gave a terrified shriek, and in an instant the surrounding sapphires winked out of existence as the cavern was plunged into darkness. Only a small handful of the gems closest to the ponies continued to glow, creating an eerie island of light in the middle of a sea of shadows. Somewhere, far out of sight, a familiar laugh echoed off the walls of the cavern.
 
I promised to return her Element if she gave chase, and that is exactly what happened. It was the least I could do. After all, without her I could not have hoped to catch you six.”
 
“What are you talking about?” Rainbow called out furiously, her hooves pawing angrily at the ground.
 
Without warning one of the few remaining sapphires ceased to glow, causing the darkness to creep ever closer. As their sanctuary of light began to fail, a pair of burning red eyes appeared in the shadows before them.
 
Rainbow, do you really need to ask?” Fear hissed as his serpentine form slowly took shape. “Do you wish for me to tell you a story? The story of how you and I raced through the tunnels of this mountain until I struck a wall and dropped you precious Element? Then perhaps I could tell you the tale of how, as I continued onward, you took your necklace and returned to find your friends; vanishing from sight before I realized you had gone.”
 
With a loud chuckle the monster spread his wings wide as he peered at Rainbow Dash with a look that bordered on incredulity.
 
Was that really what you thought had occurred? Well unfortunately for you Rainbow, as I said that is simply a story. A fantasy! And in this case, reality and fantasy are very different. You thought I crashed, but in reality I dropped your Element only because I wished to! And as for your escape? The reason you were allowed to return to your friends was simply because I willed it.
 
“Now that don’t make a lick of sense!” Applejack spat angrily. “Why in tarnation would you do somethin’ like that? Go through all the trouble of stealing Rainbow’s Element just to give it right back?”
 
Surely you can guess my reason Applejack. But if not, then simply ask your friends. I can see that at least one of them has already figured it out.
 
"It was a trap!" Twilight gasped. "This was his plan all along! He used Rainbow to get us to follow him here."

Next to the unicorn, Rainbow Dash felt her blood freeze as the full weight of Twilight’s words hit her. Meanwhile Fear’s smile widened as his burning gaze turned to focus on her.
 
If it was true… If this monster really had tricked her…

"Indeed! And a more perfect lure I could not have hoped for. You cannot imagine how grateful I am Rainbow. Thanks to you my task is far easier than I would have ever thought possible."

“Um… Twilight?" Applejack whispered, placing a hoof in front of Rainbow to prevent the pegasus from charging at the monster. "About that plan you mentioned earlier?"

"Right!" the unicorn replied, a small smile forming at the corners of her mouth. “Hang on everypony! Here goes nothing!”
 
With a roar of wind Twilight’s horn flared suddenly to life as the shadows surrounding the six ponies began to recede. Within moments the young unicorn’s magic had coalesced into a rotating sphere of white light resting at the tip of her horn. The glow of the magic was so bright as to be blinding, and the rays of the rapidly spinning orb continued to drive back the darkness around them. Fear’s smile was quick to vanish, and he gave a roar of surprise as he was forced to shield his eyes from the glare.
 
What is this?” the monster snarled. “What do you think you’re doing?”
 
Rainbow stared in awe as the howling winds continued to gain in intensity, whipping themselves about the six ponies as Twilight frowned in concentration.
 
“I’m leveling the playing field!”
 
An explosion like thunder shook the cave as the sphere of magic erupted outwards, bathing the entire cavern in its blinding light. For several moments everything was lost from sight and nothing could be heard but the howling roar of the wind. Then, in an instant, both light and sound vanished to leave the six ponies staring about uncertainly. The shadows that had surrounded them but a moment ago were nowhere to be seen, and the glowing gems which had vanished with Fear’s appearance now shone brightly once more.
 
The dark-scaled beast could still be seen, but something was different. While the beast’s eyes still burned angrily, there was no sign of the dark mists that had always encircled his body until now.
 
"What was that Twilight?" Applejack gasped as her gaze rapidly jumped between her friend and the monster standing across from them. “I ain’t ever seen you do somethin’ like that before.”

Though panting heavily from the exertion of her magic, Twilight smiled with satisfaction as Fear seethed with silent rage.

"It’s a new spell. Or at least a reimagining of an old one. I made a few alterations to my failsafe spell. If it works like it should, he won't be able to create any more illusions!"

The serpent’s eyes widened in surprise at the pony’s words. Quickly he held a claw at the ready, and for the briefest of moments a cloud of dark mist hovered above his outstretched palm. However, almost as suddenly as it had appeared the haze vanished into thin air. Twice more the giant tried to summon the mist, yet both attempts failed just as quickly as his first.
 
I will admit…” Fear snarled as he angrily clenched his clawed-hand shut. “I am very impressed Twilight Sparkle. I knew that as a student of Celestia you must be truly gifted in the magical arts. But even so, I would never have thought a spell of this complexity to be within your power. It appears I was wrong. Still…
 
The anger seemed to drain away from the monster, and a moment later a cold smile returned to his face.
 
“… this changes nothing! I have far more powers than mere illusions.”
 
“Actually, this changes everything!” Twilight countered as the crown on her head flared brightly. “Now you have no way to run! No way to hide! This time our magic will be attacking you instead of an illusion!”
 
As the Elements of Harmony began to glow, Fear quickly rose up onto his back legs. Shock was evident on his face, though it quickly faded as the light of the magical artifacts spread to consume the six ponies. With each passing moment the power of the Elements flared brighter and brighter, and soon images of the jewels themselves began to erupt forth from the whirling storm of light and sound.
 
“… I see.” Fear sighed, his eyes slowly closing as the magic of the Elements rose up before him. “So the reason you failed before was simply because I was a coward.
 
With a roar of sound the Elements reached full strength, their power once again taking the form of a magnificent rainbow that arched gracefully across the cavern towards the motionless beast.
 
WHAT FOOLISHNESS!
 
Raising a clawed hand, Fear’s eyes flashed open just as the lance of light reached him. With a loud explosion of air the rainbow spear struck the monster’s palm, but unlike before the impact of the magic did not carry it any further. Though the multi-colored lance pulsed with energy and the rocky ground beneath the monster’s feet began cracked under the force of the attack, no matter how brightly the rainbow flared it could not seem to push past Fear’s outstretched claw.
 
It was as though an unstoppable force had met an immovable object.
 
The moment the power of the Elements made contact with their enemy, Twilight gave a small gasp of pain. Next to the unicorn Rainbow Dash gritted her teeth as she felt something in the back of her mind begin to strain.
 
Opening her eyes the blue pegasus watched as Fear stood against the full force of the Elements of Harmony. For several moments he stood there, red eye gleaming as the wind generated by the magic beam whipped fiercely about him. Then, with a deafening roar, the monster took a single step forward.
 
It should not have been possible! Rainbow knew that! But with her own eyes the pegasus watched as the scaly beast set one foot in front of the other, pressing the power of the Elements back almost a full pace. The moment he did so Twilight cried out in pain, and this was immediately followed by similar cries from Fluttershy, Pinkie Pie, and Rarity.
 
A searing sensation passed through the back of the Rainbow’s mind, but she managed to bite down to prevent herself from giving voice to the burning ache. Glancing over at Applejack, the pegasus could tell from her friend’s fierce gaze that she was also waging her own silent battle against the pain.
 
You know NOTHING!” Fear snarled, stones beneath his feet shattering as he took a second step forward. Once again the rainbow beam was pushed back towards the ponies, eliciting another round of cries from Twilight, Fluttershy, and Pinkie Pie. Rainbow grimaced as another wave of pain shot through her, and with a groan the pegasus attempted to push even more of her energy into the Element at her neck.
 
Yet something felt… wrong.
 
You are simply foals! Fillies playing with tools that are beyond your abilities to use. Since both Nightmare Moon and Discord failed, it seems I must be the one to teach you this lesson!”
 
Rainbow did not know what had caused it, but Fear seemed angrier now than she had ever seen him. Perhaps it was Twilight interfering with his magic that had set him off. Or maybe it was something only the beast himself was aware of. Whatever the reason, the monster’s rage was terrifying to behold, and for the first time since Luna had given them their mission Rainbow Dash felt her confidence begin to waver.
 
The serpentine beast looked as though he were about to take another step towards the ponies, but halted his approach as his fiery eyes met Rainbow’s. Slowly the anger left his face, though it was quickly replaced by a sinister grin.
 
Do you even understand what the magic is you wield?”
 
Rainbow gasped as Fear’s words passed through her mind. The creature’s mouth had not moved, but she had heard him as clearly as if he had been whispering into her ear. Glancing around the pegasus could see by the looks on her friends’ faces that they had experienced the exact same thing. Applejack’s eyes were like two points of green fire as she glared angrily at the monster before them. Meanwhile Rarity and Pinkie Pie were obviously trying their best to imitate the earth pony, meeting Fear’s gaze with no hesitation. However, it did not take Rainbow long to tell that Twilight and Fluttershy were nearing their breaking points. Whatever pain she was experiencing, the pegasus could tell that for some reason it was far worse for those two ponies.
 
Very well. Since you do not know, I shall explain it to you. After all, it only seems fitting that a being as old as I should share his knowledge. Would you not agree?
 
As the creature whispered into their minds, he pressed forward with the hand that kept the power of the Elements at bay. This time even Rainbow could not hide the pain completely, and she found herself clenching her eyes tight against the burning fire that raged through her skull.
 
Peace! Harmony! The Elements you wear are the symbols of all that is ‘good’ in this sad little world! And you? As their wielders, yours is the power to dispel evil! To entrap that which is wicked so it can do no harm to those whom you care for. Magic such as this is very special, and has power beyond reckoning when wielded against even the strongest evil! But keeping this in mind… I have only one question for you so-called champions.”
 
Slowly Rainbow Dash opened her eyes to find Fear smiling wickedly in her direction.
 
Am I evil?”
 
The creature’s words echoed within the pegasus’ mind. As she stared uncomprehendingly into his fiery eyes the pony could sense the serpent’s outstretched claw as it began to squeeze the light generated by the Elements. Slowly a new sound could be heard above the roar of the wind; a cracking like glass being pressed to its limit.
 
If you think that is the case… If you think I am a being born of some wicked darkness… Then you will find that you are very much mistaken.”
 
With a sneer Fear squeezed his claw tight, and in an instant the enchanted light of the Elements shattered while the gale generated by their power vanished into silence. Rainbow stared helplessly as the countless shards of magic seemed to evaporate into nothingness. However, her shock was short lived. For a moment later the young pegasus felt herself falling as something in the back of her mind snapped and the world around her tumbled into darkness.
 
At least there was no pain.
 
No need to worry.
 
With a sigh of relief Rainbow let her eyes close shut as she drifted peacefully into unconsciousness.
 
Who was she?
 
Where was she?
 
Why was she here?
 
These questions and others like them lingered unanswered in her mind. Around and around they spun, their answers always remaining just beyond the periphery of her thoughts. Yet every time she tried to reach for one, it would simply vanish. Disappearing quietly into the void beyond. Eventually she gave up trying, and instead allowed herself to float undisturbed through the peaceful darkness.
 
All the while a familiar voice, one whose name she could not remember, laughed gently in her ear.
 
You have had your chance. Now… we shall play by my rules.”