"Oh, thank goodness you girls are back!" wailed Pinkie Pie, catching up to her friends, horrorstruck upon what they were seeing before them. Their friend Fluttershy was the one known as the Dark Queen. "I tried to talk some sense into her! But she wouldn't listen!"
"Quiet, slave!" the Dark Queen barked, making Pinkie cower like crazy.
"Oh, Fluttershy," moaned Rainbow Dash. "What have you become?"
"I am now your worst nightmare," declared the Dark Queen. "I am the Dark Queen... Nightmare Fluttershy!"
"Oh, Fluttershy, darling!" cried Rarity. "You can't do this to us! We're your friends! Please listen to us! Whatever it was we did, we're sorry!"
"Too late for that!" snarled Fluttershy. "For too long, I have cowered in fear before everypony. For too long, I couldn't win with anypony! It was either be too kind and be a pushover or become assertive and be loathed and feared! And so I chose the path of darkness!"
"Aw, sugarcube," said Applejack, removing her hat and holding it up to her face. "Don't ya understand? We always loved ya as you are. We never complained. You always had us to come to. Don't you remember?"
"And just what do you think that made me?" replied Fluttershy. "A weakling who would cling to the backs of others for the rest of her life?! This is who I am now! And I'm better and stronger than I ever was!"
"That's not true, Fluttershy," said Twilight.
"Do you dare to disagree?!" snapped Fluttershy.
"Don't you get it? Darkness isn't the answer. All it's done to you is turn into somepony you're not."
"Did you not hear me?! This is me!!"
"No it's not!" cried Twilight. "Please, Fluttershy! You're a kind pony. You love all of us! And we love you too!"
"Yeah," agreed Rainbow Dash. "Even if you are possessed by this dark power of yours."
"Hmph," snorted Fluttershy. "As a matter of fact, the name Fluttershy no longer means anything to me! So from this day forward, I will rule all of Ponyville with an iron hoof! And soon, all of Equestria will fall to my power!"
"No!" cried Applejack. "Fluttershy!"
"Fluttershy!" cried Pinkie.
"Fluttershy!" called Rainbow.
"Fluttershy!" cried Rarity.
"Fluttershy!" said Twilight. For a minute, something seemed to happen, as Fluttershy began to tremble slightly and even shed a few tears. Twilight, believing their words were getting through to her, approached her without hesitating. "It's okay, Fluttershy. We're here to help you. We always will be." She placed a hoof on Fluttershy's cheek, which made her react in shock, but she jumped away and flapped her large wings, blowing Twilight back.
"SILENCE!!!!" roared Fluttershy. She landed on the ground and panted heavily. She then started rubbing the spot where Twilight touched her. "Enough of this! Begone from my sight! I will spare your lives for now, but if you cross me again, you will be destroyed! Now, go!!" Pinkie screamed and dashed off before her friends could stop her. Twilight, Applejack, Rarity and Rainbow Dash just left sadly, taking one last glance at their former friend.
Because Nightmare Fluttershy chose to spare Twilight and the others, they took refuge inside the Golden Oaks Library. The Elements of Harmony were safe in their glass case, but the Element of Kindness was darkened and powerless.
"This is bad," said Twilight. "Without Fluttershy, the Element of Kindness is useless, which means we can't use the Elements of Harmony to set her free."
"Aw, man," moaned Rainbow. "This day just keeps getting worse. First we can't get our little sisters back and now we've lost Fluttershy! What else could possibly go wrong?!"
"Rainbow, don't jinx it!" warned Applejack. But that's when Spike belched up a letter. "Oh, great, sugarcube. Now look what ya did! Probably bad news from the princess!" Twilight proceeded to read the letter.
"My dearest student Twilight, there is trouble in Canterlot and you must come at once. Bring the Elements of Harmony with you. I fear that..." Twilight gasped. "Oh, no! The letter's been cut off!"
"Do ya think Fluttershy is in Canterlot already?" suggested Applejack.
"Even if she was, we can't do a thing!" said Twilight. "The Elements of Harmony won't work without Fluttershy and she's... just... not the same pony we remember."
"I think we should at least go to Canterlot and see what's happening anyway," suggested Rainbow Dash. "The princess is in trouble! We should at least get to her side and help in whatever way we can!"
"Right!" agreed Twilight.
"Ah reckon there's one problem with that," said Applejack. "Ah'm not sure Fluttershy is gonna let us slink away that easily."
"Leave that to me," said Twilight proudly. "I just happen to know a camouflage spell that will made us blend in with these dystopian surroundings. We can leave Ponyville undetected." So Twilight cast camouflage spells on herself, her friends, and of course Spike. Taking the Elements of Harmony with them, the brave ponies and Spike, wielding the Element of Kindness, secretly left Ponyville on a train bound for Canterlot. Once they were sure Ponyville was out of sight, Twilight removed the camouflage spell effects.
"Ah think... this is all our fault," murmured Applejack. "We kinda berated Fluttershy for sidin' with our little sisters when we thought they brought those Timberwolves to Ponyville."
"Our irrational thinking led to Fluttershy trying to stand up to us," said Rarity.
"And I'm the one who told Fluttershy that she was being too kind," said Rainbow Dash, consumed with guilt.
"We've all made foolish mistakes today," said Twilight. "And even though we might have learned from them... it may be too late." The girls all sighed. The Cutie Mark Crusaders were now living in Applewood, Ponyville was shrouded in darkness, Fluttershy was no longer with them, and now Canterlot might be a new disaster target. It was not a good day to be the bearers of the Elements of Harmony.
Arriving at Canterlot, the five ponies and Spike were in for yet another big shock. The capital city of Canterlot had changed completely! There were no bustling streets or towns with houses. Instead, Canterlot had become some kind of amusement park and Celestia's castle was covered up with a huge sheet as if hiding a surprise.
"What in sweet mother of Celestia?!" stammered Applejack.
"What happened to Canterlot?" asked Twilight.
"This is why the princess called us?" said a perplexed Rainbow Dash.
"A fun park!" exclaimed Pinkie Pie. As anypony might have guessed, she was quite hyped over Canterlot's sudden change in aesthetics. "Wheeeeeeee!! What should we check out first? Oh! Is there cotton candy?"
"Oh, Pinkie," groaned Twilight, doing a face-hoof. "This is so not the time."
"What's wrong, my little ponies?" It was the voice of Director Q, to the surprise of the five ponies. "Are you afraid of having fun? Or don't you even like fun?" Director Q stepped forward. Just then, the rich ponies Jet Set and Upper Crust darted past him, screaming at the top of the lungs.
"Get us out of here!!" shrieked Upper Crust.
"This is no place for ponies like us!" shouted Jet Set.
"Oh, forget them," said Director Q. "Such snooty socialites. They never learn to lighten up. Heaven forbid."
"But... you're Director Q from Applewood," said Twilight. "What brings you all the way to Canterlot?"
"Oh, nothing. Just a little important business with Princess Celestia. I am a busy and important pony after all."
"Oh, really?" said Applejack. "Ah reckon there's more to ya then meets the eye. Why would ya hire Apple Bloom and her friends to become movie stars in the blink of an eye?"
"Come now," said Director Q. "I believed they were special little fillies. After all... in a way, they helped set me free." The five ponies just looked confused upon hearing this, but then Director Q's horn glowed. Upon activating his magic, his whole body suddenly ripped apart and an all-too-familiar draconequus burst out of the empty shell, laughing.
"Ta da!" It was Discord, the mischievous spirit of disharmony and master of chaos! "Surprise, my little ponies!" Twilight glowered up at him.
"Discord!"