//------------------------------//
// Chapter 3: The Battle of Ponyville 
// Story: Escape from Castle Midnight 
// by Gojira007 
//------------------------------//

Escape from Castle Midnight

Canterlot Castle was usually as busy a place as one could find in all of Equestria. This particular day, however, it was surprisingly calm, and while some ponies might have been unnerved, Celestia was thankful for the reprieve. She always appreciated a good bit of quiet. It gave her room to think, to move, to breathe. Yet as she took a leisurely stroll through the castle courtyard, the Sun Princess soon came to realize she was not alone. Indeed, she could even tell who her current company was just by the sound of those ethereally soft hoofsteps. "Luna?" she called softly, following the silken sound.

Sure enough, the Moon Princess emerged bashfully from behind a stone statue in the center of the courtyard. "Hi, sis," she said meekly, her voice missing any trace of the Royal Canterlot flair with which she usually spoke.

"What are you doing up so early?" Celestia asked as she came to her younger sister's side.

Luna shuffled her hooves nervously. "I…I had a really bad dream," she said, eyes staring squarely at the ground, "I tried to go back to sleep, but I just kept waking up."

The elder Princess knelt down on her knees, putting her at eye-level with her sister. "A bad dream?" she asked Luna. "Do you want to talk about it?"

Hooves shuffling nervously, Luna finally managed to look her older sister in the eye. She opened her mouth as if to speak, but closed it again quickly and returned her gaze to the floor. Celestia frowned; she could still remember those bygone days shortly after Mother passed away, when she and Luna had turned to each other for the strength and support they had both needed to face their new responsibilities. The sisters had been completely open with each other then, sharing their feelings and fears, their thoughts and hopes. As the years passed, however, and their respective duties kept them away from each other longer and longer, so too did that ease of trust begin to fade. Slowly but surely, however, both were working to build it back up. No matter how difficult it was. "Please, Luna…."

Licking her lips anxiously, closing her eyes, and finally sitting down herself and sidling up to her big sister, the Moon Princess took a good deep breath. Then, looking back up to Celestia, she let it all tumble out. "I was…well, I felt like I was in this big, dark castle filled with terrible glowing eyes, and a voice, this big booming voice talking about a 'raid' and how its 'time would come' and about…."

She stopped suddenly, eyes filling with shame. Celestia leaned in close, nuzzling her sister's cheek comfortingly. "It's OK, Luna," she said, "Please…keep going."

Luna gave a small but sincere smile, but it faded quickly. For a few moments, she kept silent. At last, however, she said, "The voice…it said that the Night would never end…."

Celestia's hoof clenched anxiously at that hauntingly familiar phrase, but she kept a calm face. "It just…it all felt so real, Celestia," Luna said, shivering reflexively. "Like I was actually there. Like I had been there before…."

"It's OK, Luna," the white mare said soothingly, wrapping one wing around her sister. "You are free of Nightmare Moon now. You have nothing to fear from her anymore."

The Moon Princess' eyes began to tear up, her own wings stretching out to caress Celestia's. "I know…I know how hard this has been for you, sister," Celestia said, "I only wish I could do more to help. But I believe in you. I believe in your strength."

There was a brief brightness in Luna's eyes, but Celestia could still see the doubt behind it.

Suddenly, a small cloud of green smoke materialized above Celestia's head. It quickly spiraled away, revealing an open piece of parchment. "A letter? From Ms. Sparkle in Ponyville?" Luna asked eagerly; Celestia had given her permission to read Twilight's old Friendship Reports, and they had been a surprising comfort to the Moon Princess. Knowing that the Pony who had freed her from the darkness had problems of her own and was able to overcome them…that gave her hope.

"Yes," Celestia replied, but Luna could tell just from the way her sister was looking at the letter that something was wrong.

Using her horn to levitate the parchment closer to her, the Sun Princess indeed felt nervous; rather than the rolled, sealed form Twilight's letters often came in, this parchment was open upon arrival, not at all in keeping with the fastidious alicorn's strict attention to such details. "Sis…?" Luna spoke up curiously as Celestia began to read the parchment.

As soon as she was done, the white mare stood abruptly to her full height. "Celestia?" Luna tried again, rising anxiously herself.

"Find Shining Armor," the white horse urged, spreading her wings. "Tell him to assemble every available soldier in Canterlot and meet me at the Castle Gates."

"Why?"

"There is no time to explain, please just do as I say," Celestia said, trotting out of the courtyard and readying herself to take off.

Luna, however, was at her side. "Let me come too, then!" she said urgently. "I'll get Shining Armor, just let me help, please!"

The Sun Princess froze in her tracks. "Please!" Luna continued, nuzzling up to her sister's side. "I know I have not seen real battle in a long time, but I'm still a Princess of Equestria!  Mom always told me part of a Princess' job is to protect her subjects, and that's what I want to do!"

Celestia looked to the dark-blue mare, a look of regret on her face. "I know you do," she said, "but I must ask you to remain here at the Castle."

"Sis…!"

"I have no time to argue this with you, my sister," Celestia said, and Luna could hear the same regret in her voice. "Please do as I say; get the Captain, and remain at the castle!"

Before the matter could be discussed further, Celestia had taken to the sky.

Watching her sister leave, the Moon Princess scuffed the ground in frustration, only to feel something smooth beneath her hoof. Looking down, she saw it was the letter from Ponyville, left behind by Celestia in her haste, its message plain for her to see.

"Ponyville Emergency.

Black Clouds containing no rain have appeared near the town. Research indicates they could pose a grave threat to our home.

Please respond with all due haste."

Black clouds with no rain…? Something about those words struck a chord in Luna's mind, and she could hear a voice whispering to her in the back of her mind…a voice she had all but forgotten about from her past. "Take what is rightfully yours. Use the power that is your birthright and make this the Night that never ends. Only then can we truly be free…"

And suddenly, Luna knew why the voice she had heard in her dream had seemed familiar. It had not been Nightmare Moon's voice, but that other voice from her past. Something about that letter…about the idea of those clouds…had triggered that memory. Spreading her wings, heart racing, the Moon Princess made haste to find Shining Armor…and eventually, she hoped, answers.





Chapter 3: The Battle of Ponyville






The skies above Ponyville were pure chaos. Flurries of Stratadons, either swooping down to grab new prisoners on the ground or else trying to retreat into the black clouds with the ponies they already had, clashed violently with the troops of soldiers from Canterlot. The situation on the ground was less active, but no less intense. Celestia, standing protectively in front of the weakened Twilight Sparkle and her friends, stared down the ape-beast Scorpan. "I am giving you one last chance," she said firmly, "Return your prisoners and leave this land, or there will be consequences."

Her horn shimmered a burning orange to emphasize her point. "I do not fear you, Child of Eternia," Scorpan growled, teeth bared. "The time of the Sun is drawing to an end."

With lightning speed, he charged toward the Princess claws-first. Celestia was just as swift, however, rising up on her hinds to box the beast back. Even as her gold-booted hooves made contact with him, however, she saw the small purple body coiled up and unconscious in Scorpan's leonine tail. "Spike…!" she hissed beneath her breath, getting back on all fours.

Knowing now that she had to proceed with caution lest the young dragon be hurt, Celestia aimed her horn square at the tumbled-over Scorpan, scuffing the ground with one hoof and preparing to charge. "If I can get behind him," she reasoned, "I'll be able to levitate Spike safely away from him…."

Before she had the chance, however, the beast was on the move again, this time surprising Celestia with how swiftly he had recovered and managing to take hold of the Princess' horn. "Your spells will not avail you here, Sun Princess," Scorpan hissed, strange currents of sheer blackness arcing around his arm and toward the horn.

Wings beating fiercely, Celestia struggled to break free, but found Scorpan's grip surprisingly tough to break. The black currents soon began to mingle with her horn, and with each one that touched, the Princess felt the most dreadful shock surge through her body. Again and again and again, until her limbs were all but completely numb, Celestia was buffered by the dark strands. Through it all, however, she gave no howl of pain, no shriek of surrender. Teeth gritted, eyes shut, she focused all thought into escape, and despite the weakness beginning to eat away at her body, she gave a truly ferocious pull with her neck, lifting Scorpan off his feet before whipping her head back forward and sending him flying off her horn.

"P-princess…!"

Settling back down on the ground, catching her breath and trying to recover from the still-fresh shock running through her, hearing Twilight Sparkle's frightened reaction gave Celestia warning even before she opened her eyes that something was wrong. Sure enough, the Princess' first sight was her normally pristine, pearl-white horn, marred by streaks of black running in a spiral down its length. "Well," she muttered nonchalantly, looking to the still-floored Twilight with a surprisingly serene smile, "that certainly can't be good, can it?"

A savage roar from nearby warned Celestia not to let her guard down, and sure enough she turned to see Scorpan again rushing her. This time she was ready, however, gliding to the side and preparing to unleash a powerful stunning spell against him. As soon as she tried, however, the shocks that had surged through the Princess before resurged, with only a flickering spark of orange at the horn's tip for her efforts. "So that's what he did…!" she hissed in frustration, again gliding out of the way as Scorpan turned to attack, a solemn look on his face.

"You see?" he asked grimly, "We fight on even terms now, Child of Eternia."

Still unable to move, Twilight Sparkle could only watch in sheer disbelief; that thing had somehow managed to block Celestia's magic? "T-that's impossible…!" she thought to herself, "Celestia is one of the most gifted spellcasters in all Equestria! What could possibly be strong enough to block HER magic?"

To Twilight's surprise, as well as Scorpan's, however, Celestia simply grinned. Firming her stance and spreading her wings again, she gave the ape-beast a confident stare. "If all it took to bring me down to your level was the loss of my magic," she told him, "I would not be fit to be Princess."

With an unbelieving snarl, Scorpan took a sharp swipe at his enemy, but this time it was Celestia whose speed proved the greater. Her mighty wings stretched out to their fullest, beating only once but generating a wind fierce enough to knock Scorpan off his feet. As he flipped backwards, Celestia again took aim with her horn, pointing it toward the now-exposed Spike. When her attempt to levitate him to safety ended only with sparks and inner shocks again, however, she gritted her teeth and gave a slow gallop toward Scorpan. Trying to rescue Spike and drive this beast back at the same time was no easy task, but the white mare remained determined.

As Scorpan landed on his back, she loomed over him, front legs raised high and slamming down toward his exposed wings sharply to pin them down. "NO…!" the beast roared defiantly, catching her hooves at the last second and struggling to keep them raised.
The two pushed against each other, locked in a duel of almost equal strengths. Watching from a distance with growing worry, Twilight Sparkle struggled to activate her horn, to get back on her feet, to do something to help. "I…I think I'm getting' some feelin' back in m-my legs…." Applejack muttered. "How're the rest of ya doin'?"

"Been better," Rainbow Dash replied, "but…my wings…my wings seem a little less sore…."

Pinkie Pie gave a little laugh. "And…my giggling's getting its giggle b-back!"

Twilight watched her friends' struggle, feeling her thoughts pulling in two directions. Part of her wanted to encourage them, tell them Celestia needed their help…but another part was quick to remind her they were only in this vulnerable state because of the last time she'd asked such a thing of them. Even as she continued weakly working toward aiding her teacher, the young alicorn found herself unable to tell her friends to join her this time. It was thus a surprise to hear Rarity, voice strongest of the girls, speak up. "W-well then, on…on your feet, ladies!" she said, "We can't simply lie around forever!"

"Well, um…I think I could…." Fluttershy said meekly, though she too was trying to get back up.

Taking strength from her friends' determination, Twilight re-focused her thoughts. "Have to get Spike…have to help Celestia…" she thought to herself over and over again, striving to work through her body's weakness.

The Princess continued pressing down against Scorpan, slowly but surely overpowering him. "Last chance," Celestia warned solemnly as her hooves drew ever closer to pinning her opponent's wings, "Surrender and return your prisoners safely!"

As her focus and determination swelled, the black streaks along Celestia's horn began to crackle and fade away, the searing orange glow of her magic shining through more and more. "The seal has already started to break..!" Scorpan realized.

With a desperate howl, he drew his legs beneath Celestia, kicking the white mare off of him. Taken by surprise, the Princess landed on her back while Scorpan scrambled away on all fours. "ALL STRATADONS, RETREAT TO CASTLE MIDNIGHT AT ONCE!" he shouted as loud as he could.

Slipping Spike out of his tail and into his hands, the beast took a strong leap into the skies, flying off toward the black clouds above. "ALL STRATADONS RETREAT IMMEDIATELY!" he shouted again as he passed through the clashing armies of Pegasus Guards and Stratadons.

At their leader's command, the dragon beasts began to break away from their Pegasus opponents. As they began to turn toward the waiting darkness, however, they were cut off by a billowing stream of blinding orange light. Blown back by the blast, Scorpan looked below to find its source and saw Celestia, galloping swiftly through the sky straight toward them with a new wave of light already building up around her horn. "HURRY!" he shouted to his Stratadons, resuming his retreat toward the clouds.

Seeing their opening, the Guards joined their Princess in pressing the offensive.  The Pegasus Guards charged anew at their enemies, the Unicorns firing off bolts of magic, and the Earth Ponies launching their spears with incredible force. Though they continued to roar and claw menacingly, the Stratadons were clearly panicked by the turned tables, following after Scorpan with all due haste. "DO NOT LOOK BACK!" Scorpan shouted to his soldiers, "ONCE WE REACH THE CLOUDS, WE WILL BE SAFE!"

Moving through the air as swiftly as she could, Celestia surveyed the situation before her: the Stratadons were all carrying Pony prisoners, all of whom seemed unconscious, and she already knew Scorpan had Spike. With her Pegasus Guards also flying about, the Princess knew she had to exercise restraint with her next spell. "Hang on, my little ponies," she thought as she readied herself, "You will come home safely soon!"

With a crack that would deafen thunder, the Sun Princess unleashed her magic, a surging bolt of burning gold which cut through the air like a knife, striking down Stratadon after Stratadon in its unstoppable path. It burst apart like a firework as it struck the bank of black clouds, illuminating all of Ponyville with a golden veil of radiance. While several of the guards broke off their attack to go after their falling foes and rescue the captured ponies they held in their claws, Celestia continued her pursuit, biding her energy for another strike. One by one, however, her quarry began to vanish into the shadowy depths of the cloud bank, taking their captives with them. "Farewell, Child of Eternia!" Scorpan called out as he too neared the black clouds. "From here on, none of your subjects are safe!"

"No!" Celestia cried, releasing another blast of light in desperation.

It was too late. Scorpan-and Spike-were gone, and Celestia's spell crackled uselessly against the thick blackness into which they had vanished. The last of the remaining Stratadons soon followed. Despite this, the Princess continued, racing toward the clouds without hesitation. "Princess…!" one of the Pegasus Guards called after her.

Heedless of his warning, Celestia charged heard-first through the blackness, horn glowing brightly in readiness. To her surprise, however, the Princess simply emerged on the other side of the cloud bank to a clear sky, with no sign of Scorpan or the Stratadons anywhere to be seen. Gliding in an anxious circle to make absolutely sure the beasts were gone, Celestia hung her head sadly before floating softly back down toward Ponyville. The Guards gathered around her as soon as she landed.  At their head was Shining Armor, who gave the Princess a sympathetic smile.  "That was quite the battle," he said, "It's a good thing I was visiting Canterlot so I could help rally the troops and fight those things off.  So...what are your orders now, Your Highness?"   

The Princess gave no response, instead surveying the extensive damage somberly. "Split your soldiers up into three groups," she eventually said calmly. "You will lead the first group in securing any and all beasts we managed to bring down, as well as insuring the safety of the ponies we rescued. The second group is to create a perimeter all around Ponyville, both on the ground and in the sky; if they see even a hint of those beasts coming back, they are to notify me immediately. The third group will comb over Ponyville and make sure its citizens are safe; I also want them to begin work on repairing the damage to the town, and set up a shelter for anypony who needs it."

"And what about you,Princess?" Shining asked, his smile transitioning into a concerned frown.

"I have an important search of my own to attend to," she replied simply.

Shining's eyes widened briefly, but he quickly nodded.  "Understood," he said solemnly.  As he trotted off to give his soldiers their marching orders, Celestia trotted swiftly into town, seeking out a very particular pony first. A pony she had been forced to leave in a vulnerable state to pursue Scorpan….





"YAY! I've learned to walk on all fours!" Pinkie Pie cheered as she finally steadied herself back on her hooves.

"Pinkie, you've always been able to do that," Rainbow Dash groaned, giving her wings a few practice flaps.

Applejack and Fluttershy exchanged a grin at their friends' banter as they too succeeded in standing back up. "Any sign of Celestia?" Twilight asked anxiously, still having some trouble getting back up.

"Not since she drove off that awful monster that snatched up poor Spike," Rarity sighed, giving Twilight something to steady herself on.

"Um…I see a sign," Fluttershy said, pointing her hoof past the group.

Sure enough, there was the Princess, trotting calmly toward them.

"P-Princess Celestia…!" Twilight squeaked as she noticed the white mare approaching her.

Even as she did her best to straighten herself up and clean off the last signs of her magical back-fire, the alicorn looked to her fellow Princess with deep concern. "Are you alright? That creature didn't hurt you, did he? And those monsters…did you stop them? Is everypony OK?" she asked in a rush of anxiety.

"Calm yourself, my dear Twilight Sparkle," Celestia said soothingly, leaning down and brushing her head along the alicorn's neck. "All is well. Ponyville has been secured, and our enemy has been driven off."

Even unspoken, Twilight could sense the "for now" missing from the end of that sentence, but she took comfort in Celestia's report even so. "I'm so sorry I couldn't help you, Celestia," Twilight said, "I…I tried to stop those creatures myself, but…."

She bit her lower lip. What would Celestia think if she knew Twilight had tried to do something as dangerous as summon the power of the Elements of Harmony purely on her own steam?

"You have nothing to apologize for, Twilight," Celestia said. "I know you did all you could to protect Ponyville, as you have always done in the past. Indeed, if anything I must apologize to you."

Twilight and Rarity exchanged a frown. They knew what that meant. "I am afraid I was unable to rescue Spike from the enemy leader before he managed to escape," the white mare said.

Even having expected to hear that very news, the purple alicorn felt its sting sharply, a fresh wave of guilt stirring in her heart. Yet no sooner did she begin to feel her eyes water then Twilight was flanked one by one by five comforting friends. "There there, Twilight," Rarity said, "You and I both know how determined and resourceful Spike can be."

"Yeah!" Pinkie cheered, "He may look small, but he's big where it counts! In Spirit!"

"And if anyone can deal with those nasty animals, it's Spike," Fluttershy concluded.

Twilight gave her friends a gentle smile, though their comfort only went so far. "Still," she reminded herself, "They need my help as much as Spike. I have to stay focused."

Looking back to her teacher, the purple alicorn saw Celestia grinning that small but sincere grin of hers as she observed the six young ponies. "I believe you girls have earned some rest," the Sun Princess said, "Let me escort you all to the shelter down town."

"Beggin' your pardon, your majesty," Applejack spoke up, bowing humbly to the white mare, "but I'm afraid I have t'decline. You should take the rest of my friends with ya, but I've got my own business to attend to, right away."

"Oh?" Celestia asked, brow raised.

Applejack nodded anxiously. "My siblings, Big Macintosh 'n' Apple Bloom…they were in town when the attack happened, I gotta find out what happened to 'em!"

"A noble wish," Celestia said, "I already have guards searching the town to find any ponies who managed to elude the monsters, but I see no reason to deny you the right to seek your family."

"Then I wanna help out too!" Rainbow Dash said, gliding above the group.

"We all should help out," Twilight said. "We know the layout of Ponyville better than the guards, we'll know better where the local ponies might have gone to hide."

"Besides, it'll give us all a chance to make sure our loved ones are safe," Rarity said.

Celestia nodded. "Very well then; I trust you six to take care of yourselves and each other, but do be sure to come to the shelter once the sun sets. I don't want anypony out after dark tonight, and you'll be safer there than in your own homes."

"We will, Princess, I promise," Twilight said. "What are you going to do?"

"For now, I'm going to stay here in Ponyville until I know for sure it's secured. I'll also be sending Philomena out to gather information and see if any other locations were attacked."

It was a further comfort for Twilight to hear how in-control Celestia sounded, how even now she was calculating what to do and how to do it. "I understand," she said, snuggling up to her teacher again. "Good luck, Princess."

"And to you, Twilight," Celestia replied warmly.


The Princess watched as the young alicorn rejoined her friends, and soon the six of them began to trot off together into the town, discussing the details of what they were to do next. "Be safe, Twilight," she whispered.

With that, she took flight to rejoin her guards, regarding the still-present black clouds hovering above the town with ever-deepening concern. Even without Philomena's report, she could tell this was something far larger, far more dangerous, than a single, isolated attack….





"So what's our next move?" Rainbow Dash asked anxiously.

"I know what my next move is," Applejack said. "I'm goin' back t'where you last saw Big Macintosh 'n' Apple Bloom 'n' I'm gonna turn this whole town over 'til I find some sign 'o' what happened to 'em!"

Rarity was at her side immediately. "Not by yourself, I hope," she said. "You do remember our conversation from earlier?"

The orange earth pony gave her a wry grin. "Don't you worry none, Rarity, I remember."

Floating gently above the others, Fluttershy was only half-listening to the conversation, even as Twilight joined in and began giving advise on how best to prioritize their search. The timid Pegasus was far busier looking around for any sign of displaced animals from the surrounding area and hoping beyond hope that Angel Bunny and the rest of her animal friends had kept safe. It was then she spotted a familiar bit of bright red peeking out from a nearby pile of broken wood planks. "O-OH!" she squeaked urgently, pointing it out. "Girls, over there!"

Applejack's eyes widened as she spotted the same red spot Fluttershy had. Recognizing it immediately, she galloped toward the pile and began brushing the bits of wood and debris aside as fast as she could. "Big Macintosh!" she shouted as she worked, the others following after her, "Big Macintosh, can ya hear me?"

Her friends soon joined in the effort, and within moments the wreckage had been cleared away, revealing Big Macintosh beneath, barely conscious. "Ee-yup," he answered his sister weakly, smiling despite himself.

"You…! You…!" Applejack sputtered, nuzzling her brother gently but affectionately.

After taking a moment to compose herself and her feelings, the orange Earth Pony began to help her brother up to his feet, careful of the myriad bruises dotting his body. Fluttershy was also at his side, helping the large pony to keep his balance. "You're just tryin' t'get out of Applebuckin' work again, ain't ya?" Applejack teased affectionately.

"Good t'see you too, AJ," Macintosh chuckled hoarsely.

"Um, we should get him to the hospital, don't ya think?" Fluttershy asked.

Applejack nodded. Though anxiety over Apple Bloom still tugged at her thoughts, she knew her brother needed attention as soon as possible, and she was intent on making sure he got it. "My thoughts exactly," she said, "The rest of ya keep lookin' around town, I'll take care 'o' Big Macintosh."

"I'll come with you," Fluttershy volunteered, "In case the nurse-ponies need any help. I may be used to small animals, but I can handle a big pony if I need to."

"Thank ya kindly, Miss Fluttershy," Big Macintosh coughed. "You're a regular angel."

"That's, uh, that's my bunny, actually…." Fluttershy replied timidly, bowing her head to hide the little blush at her cheeks.

"Alright then," Twilight said. "Good luck, you three, we'll meet you at the shelter after sunset."

Applejack nodded and, with Fluttershy's help, helped her big brother slowly but surely trudge along toward their destination. "Applejack…!" Rainbow Dash suddenly blurted, galloping up to her friend's side.

There was a look of conflicted desperation on the blue pegasus's face that Applejack was not used to seeing. "Look, I just…before you 'n' Big Mac go, I just wanted to tell you both…!"

"It's OK, sugar cube," Applejack replied, managing a weak smile, "You don't gotta say nothin'. You did everything ya could, sure as you always do. That's all anypony can ask of ya."

Though clearly not fully satisfied by that answer, Dash too managed to give Applejack a smile of her own in return. "C'mon, Dashie!" Pinkie Pie called to her, "Team Rest of Ponyville's got a lot of ground to cover, 'n' the more ponies we have to help, the faster we'll go!"

Fluttershy smiled. "Oh yes, Dash, they could definitely use a Flyer like you to help them out. Team…um…Hospital…doesn't need your speed half as much as they do."

Sighing a bit but grinning even so, Rainbow swiftly glided over to Pinkie's side. "Then let's get a move on," she said energetically.

With a nod, Twilight began to lead the others off toward the town square. Rarity followed, with Pinkie trailing her. Rainbow was only a trot behind Pinkie, giving one last look back at Applejack. "Just remember," she told herself, "there're other ponies in town who need you right now too."

Renewing her resolve, she floated up above the group, resuming her sky watch for them.

And as she and Fluttershy led Big Macintosh toward the hospital, the orange earth pony gave one last sigh of her own.





One by one, Twilight and the girls checked in on their respective homes and loved ones. Sugarcube Corner was first on the list, and Pinkie was as happy as could be when they found that the Cakes had holed up in the kitchen the moment the Stratadons had appeared and were safe and sound, though they were more than a bit shaken by the whole incident. Next up was Twilight's library which had sadly received quite a beating during the attack; its canopy was almost completely bare of leaves, half its branches were missing, and a good chunk of the upper wall had been torn off. Every last book had been knocked off its shelf, many of them open with pages torn out. "Oh Twilight," Rarity said, "How dreadful. I promise, we shall fix your library as soon as possible and make it shine with spectacularity!"

Twilight gave her unicorn friend a gentle grin. "Thanks, Rarity," she said, "It will take some work, but at least I know Owloycious sleeps in the forest during the day, and…well…"

She levitated a book down to her, taking one last look at its tattered, torn-up pages before closing it with a sigh, "At least it wasn't completely destroyed."

With nothing they could do to patch up the library yet, they moved on to the Carousel Boutique, and Rarity set a sharp pace as they made their way over. "Sweetie Belle's smart, Rarity," Twilight tried to assure her as they galloped toward the shop, "She would find some place safe to hide inside the boutique, like the Cakes did."

The white unicorn gave no answer, charging straight into the house and making her way upstairs without a moment's hesitation. The others trailed behind as she found her way to the main dress-making room on the top floor, honing in on an ornate closet in the back corner. Throwing the door open, she gave a gasp of sheer relief to find, beneath the fanciful coats and scarves, her younger sister, balled up and quivering. "Sweetie…!"

Upon hearing her sister's voice, the unicorn filly instantly perked up, cuddling up to her immediately. "Rarity!" she cried, "Big sis, you're OK! I was so sososo worried, I thought those things might've gotten you or worse!"

"I'm fine, dearie," Rarity assured, keeping her own anxiety and relief hidden for the sake of her sister. "You don't really think a Lady of my caliber would allow such brutish creatures to get the best of me, do you?"

Sweetie shook her head, burying it in Rarity's chest. She was soon joined by Opalescence, the prim cat soon emerging from behind Sweetie Belle's hiding spot and joining her in cuddling Rarity. "Come now," Rarity whispered soothingly, "remember what I've taught you, Sweetie. A Lady must always keep her composure."

Sniffling back tears, the unicorn filly stepped back, nodding silently. Rarity gave her a proud smile. "That's my strong little sister," she said, "Now then. Let us get you both somewhere safer for now, shall we?"

Opal mewled her approval.  In spit of herself, the younger unicorn could not help but giggle between her sniffles.  "This is gonna make one heck of a postcard t'Mom 'n' Dad in Las Pegasus, huh?" she said.

Rarity gave the smallest little chuckle of her own.





It was hard to truly tell the time with the black clouds still hovering ominously over Ponyville, but it seemed to be afternoon or thereabouts as Twilight and the others made their way back through town toward the shelter Celestia had set up. Sweetie Belle, unnerved by the clouds, kept close to Rarity (as did Opal, though the fact that she did so by burying her claws into her owner's flank made the trip a bit of a grind for Rarity), with Twilight at the lead and Pinkie bouncing circles around all of them, humming a happy tune to try and keep the rest motivated. Rainbow, who had been uncharacteristically quiet the whole trip long, remained above them all, eyes sharp and on the watch for one particular pony. "C'mon, Squirt, where are ya?" she wondered nervously.

Nothing. Not an orange feather, not a tuft of purple mane…she knew the kid could do some crazy stuff, but even she had to know better than to charge headlong into a roving pack of wild monsters, right? Of course, that was what Rainbow herself had done, so the odds seemed distressingly good that the filly who idolized her would do the same. "There's the shelter!" Twilight called, pointing ahead to the others.

It was a large white castle, almost like a miniaturized one of the castle found in Canterlot. Guards lined its gates, with crowds of ponies both inside and out talking to each other, taking comfort, sharing stories. "Recovering," Twilight thought thankfully.

Rainbow, however, was disheartened. They had gone through almost every inch of the town, and no sign of Scootaloo. Unless she was already at the shelter, that meant…

Just as the Pegasus was ready to resign herself to another failure, however, a familiar buzzing filled her ears. "Girls, do you hear that?" she asked excitedly, head whipping around.

"Scootaloo!" Sweetie Belle gasped happily, following Dash's eyes and trying to spot her fellow Cutie Mark Crusader.

Then, with as much dramatic flair as she could muster, the Pegasus filly did indeed show herself, zipping out from behind a wrecked building and taking a flying leap at Rainbow Dash. "Dash!" she yelled happily. "I knew you'd be OK! You clobbered those stupid Dragon-things right outta Ponyville, just like I told her you would!"

"Good to see you too, kid!" Rainbow said, finally landing so that she could be on level with Scootaloo. "How'd you get away from those freaks, huh? Bet you used some of my patented techniques, right?"

It was a good feeling for Dash to know Scootaloo was safe, after all the other bad news she had been forced to deal with that day. Her signature swagger was returning at the sheer joy of it. Yet just as suddenly, the whole mood shifted. "Actually," Scootaloo said, "I tried to outrun 'em after I got separated from my parents, but they were too fast for me. I only got away with a little help from my new friend. And y'know what the coolest part is? She says she's an old friend of yours!"

Rainbow Dash, Pinkie Pie, and Twilight all looked at Scootaloo with wide eyes at that statement. That same wide-eyed stare soon turned to the same building the Pegasus filly had emerged from behind as the click-clacking sound of talons stepping on pavement inched closer to them. With an unnervingly sincere grin on her beak, a firm confidence to her steps, Gilda the Griffon soon revealed herself to the others. "Hey there, Dash," she said with gruff affection, "long time no see."





It was the rush of biting cold wind which ultimately woke Spike up. Then came the sore spot on the top of his head. Last but hardly least was the feel of firm, strong hands holding him tight to a patch of gruff fur. "W-wha…?" the little dragon mumbled groggily, shaking his head to try and clear his senses.

As his vision focused, however, he quickly began to wish he was still unconscious. All around him there were Stratadons, flying fast and focused through a sky of pitch-black darkness, a knotted and thorny forest passing by far below on the ground.

To his fear, Spike could see many familiar faces among the monsters' talons: Apple Bloom, Derpy Hooves, the Mayor…even that loudmouth unicorn Trixie. There were many other captive ponies, as well. Some were not moving, eyes closed (Spike could only hope they were merely unconscious), others squirmed uncomfortably in the claws of their captors, but all of them showed clear signs of distress and misery. "Twilight…did they get Twilight?" he wondered anxiously.

If they had, he could not see her, which offered a small note of relief. Still, the disorienting darkness kept Spike alert and unnerved. No stars, no moon...there was still a strange sort of light, but it was sickly and thin, and the dragon could not tell where it was coming from. Trembling a bit from the cold, gulping with fear, he tried to move, but the hands holding him were too tight. "Ah good," a voice growled from behind him, "you are awake."

Looking upward, Spike was greeted by the face of his captor, the ape-beast that had attacked Twilight. "Do not fear, little one," the creature said, an odd note of comfort in his voice, "I am Scorpan, and you are home at long last."

"A-are you crazy?" Spike yelped despite himself. "You just kidnapped me from my home!"

Scorpan grinned bitterly. "I understand your confusion, living among Ponies for as long as you have, but you will come to understand in time. This is where our kind truly belongs."

Grunting in frustration, the young dragon ultimately decided it was best not to argue with the one thing keeping him from falling hundreds of miles to the ground, at least not yet. The only thing he could do now was to hang on for the ride. Soon, the Stratadon pack left the forest behind, passing over a viciously stormy ocean. "There, you see?" Scorpan said, keeping Spike pressed to his chest with one hand and pointing ahead of them with the other, "That is our sanctuary. That is where you will learn the truth."

Following Scorpan's pointing hand, Spike could see it in the distance. Jutting out of the ocean, cutting into the sky like a knife, stood a grim castle of black stone, its many towers like sharpened claws forming a single outstretched hand. Its windows emanated with the same grim light the young dragon had noticed earlier, filling the young dragon with a renewed sense of fear. Scorpan, however, simply gave him a light pat on the head. "Welcome to Castle Midnight," he said.

To Be Continued