Unfortunately, the train ride back to Ponyville took its sweet time. The three friends all wished to speed things along, Thunderlane kept tapping his primaries on the top of his seat, Midnight wouldn’t stop pacing up and down the car, but Mac was the epitome of patience.
“Fellas, frettin’ an’ squirmin’ ain’t gonna help. Just be patient.”
“Easy for you to say,” Thunderlane groaned. “If only we could all just fly there, we’d be there sooner!”
“Perhaps we can get there sooner,” Midnight proposed, “I can teleport us, but I’m not sure I can teleport us the rest of the way.”
Suddenly, they heard a crack of thunder and looked outside the windows and saw cotton candy clouds massing over Canterlot.
“Ah think we’r outta time,” Big Mac worried.
“You don’t know how right you are…”
They gasped as they heard that voice but suddenly, the carpet beneath them lurched, making them all trip over each other, as one end of the carpet rose up, morphing into Discord’s face.
“I was wondering where you’d wandered off to, gentlecolts, but I’m more interested in you, Midnight Blaze!”
Discord’s lion paw reached out from nowhere and grabbed Midnight by the throat, before the two were teleported onto the train roof.
“I’m rather surprised you didn’t join the girls in searching for the Elements, dear boy,” Discord mocked as Midnight struggled to free himself from the monster’s grasp. “Perhaps you thought you’d be safe in Ponyville? Well, take a look…”
Discord held Midnight in the direction the train was going and he was shocked to see Ponyville had been twisted into a loop of madness! Some of the buildings, including Town Hall, were floating about, the hills were checkered in different colors, chocolate rain poured from the cotton candy clouds overhead, and the dirt roads had been turned into soap.
“Beautiful isn’t it…” Discord hissed, “This is the new and improved Ponyville, and only the first of my many changes to come! Ponyville, the Chaotic Capitol of the World!”
“Ergh, I won’t... let you do this!” Midnight choked, Discord simply cackling.
“Oh you won’t let me? Like you let me deal with the other bearers of the Elements?”
“What’re you talking about?” Midnight gasped as Discord lessened his grip but kept hold of his throat.
“A vision of the library?” inquired Discord knowingly. “Not looking for the Elements in the one place you know they’re not? You’ve been keeping secrets from your friends, Midnight Blaze…”
“Shut up!”
“Lemme guess… You thought you’d sneak off and find the Elements while my attention was on your fellow bearers,” Discord mocked, “Distraction, misdirection! Powerful weapons in a trickster’s arsenal… You actually remind me of a young me, MB.”
“I am nothing like you!” Midnight spat.
“Oh? Then why did you not tell your friends the truth? That you knew from the start the true location of the Elements? Did you not have ‘faith’ they would trust you, believe in you?” Discord sneered, enjoying the pained look on Midnight’s face as he was bombarded with this mind-game.
“And you dare call yourself the Element of Faith…”
“Y-you’re right…!” Midnight whispered in shame.
“Midnight!”
Discord looked and saw Big Mac and Thunderlane climb on top of the train and charge the wretched creature.
“Oh to home with you, boys.”
Discord simply snapped his fingers and transported the two stallions ahead to the upside-down Ponyville. He resumed his attention to Midnight and sneered wickedly to see Midnight’s mane and coat pale, and Midnight went limp in Discord’s grasp.
“Oh my, it seems I’ve broken my new toy! Ah well, plenty more where that came from…” the monster chuckled as his eyes settled upon Ponyville and he laughed wickedly in anticipation, knowing that a certain somepony would soon arrive.
Midnight walked through the madness that had been Ponyville. He saw the Cakes serving up cupcakes that exploded in frosting messes whenever somepony bit into them, Mayor Mare giving speeches but gobbling like a turkey, a stripe-less Zecora chasing after a figure apparently made of hers, animals twisted and mish-mashed into senseless creatures running amuck.
“Who was I fooling…?” he lamented, despondent and ashamed, “Why didn’t I tell my friends the truth, that the Elements were never in the labyrinth? I was stupid to think I could pull one over Discord… How can you win against the master trickster…?”
He passed by Sweet Apple Acres and saw Big Mac digging into the corn fields, barking like a dog, Granny Smith apparently dancing a jig she should not be able to do in her age, and Apple Bloom and Twinken playing ring around the rosey around what appeared to be a telephone pole, where it had come from was anyone’s guess.
He continued on and saw Thunderlane standing on top of a pole and letting himself get hit by lightning. Normally, this wasn’t such a big deal, as Pegasus ponies were more resistant to lightning, but Thunderlane didn’t appear to be phased at all. In fact, he was moving his wings as though they were the arms of a clock, his own expression unreadable.
Then he felt something familiar and followed his sensing, until he heard, “Well, well, well, I see you’ve found the Elements of Harmony!”
Midnight looked on towards the library and was afraid to see the girls all but Twilight turned gray but for some reason Rainbow Dash was missing, and for some reason Spike was wearing her Element as he hid behind a rock while Discord leered at them all mockingly, “How terrifying!”
“Discord, I figured out your lame riddle! You’re in for it now!” Twilight warned as she stepped up.
“I certainly am. You’ve clearly out-dueled me,” Discord said sarcastically as he conjured a pair of shades and mockingly turned his back while placing a target over his rear end, “Time to meet my fate, I’m prepared to be defeated now ladies! Fire when ready…”
“Formation, now!” ordered Twilight, the other mares reluctantly stepping up. “Rainbow Dash, get over here!”
Spike gulped but did as Twilight said.
What is she thinking? Midnight thought hopelessly, Spike isn’t the Element of Loyalty, and she needs me for the Element of Faith. Not like I deserve to be…
But he watched as Twilight charged a spell, a wind picking up as they all rose up, flashing light intense enough that Discord appeared to look bothered. But as quickly as it had began, it was over as the light snuffed out and the ponies all slumped to the ground.
“What’s going on?!” worried Twilight.
“Mahn’s workin’,” Applejack lied, “There mus’ be sumthin’ wrong with yours”
I knew it wouldn’t work… Midnight sighed sadly as he watched the friends fall apart.
“Bravo ponies, bravo!” Discord praised in mock applause. “Harmony in Equestria is officially dead. Discord rules, Celestia drools.”
Twilight growled as Discord jeered off and slid along the soap paths.
“It’s your fault it didn’t work!” snapped Pinkie.
“Who are you talking to?” Twilight asked in aggravation.
“Any of you, all of you!” she screamed in response as she bounced off. “I’m outta here.”
“Ah’d better go too,” Applejack said uncaringly, “Ah got new better friends waitin’ fer me at th’ farm.”
“I’m sick of you losers,” Fluttershy said spitefully as she flew off, Rarity, for some reason, pushing a big heavy boulder away.
“Fine! Leave, see if I care! I don’t need you guys either!” Twilight yelled back, making Midnight shrink back, hesitant to make himself known. “With friend like you who needs… enemies...”
Then Midnight was shocked to see Twilight’s beautiful lavender coat and multi-shaded mane dull in color as she shed a tear, and it broke his heart.
“I… I can’t let this happen,” he whispered, and ran off, avoiding the altered rabbits, the ballerina buffaloes, the rising pies, and found who he was looking for. “Thunderlane? Come down from there!”
Thunderlane kept a stoic face but at least he responded, “Can’t. Working.”
“Whattya mean working?”
“I’m a weatherpony,” Thunderlane replied in a flat tone and face. “Keeping the weather from hurting everypony, and I’m being paid double to tell time.”
“That doesn’t make any…!” Midnight was surprised that his tone had come out forceful. He shook his head and said, “You can accompany me and still do your job.”
“Whatever.” Thunderlane didn’t move but Midnight simply took that as an invitation to levitate the pegasus off the pole and float him in tow as he carried him off to Sweet Apple Acres.
Arriving, he looked around and saw Applejack lazing about.
“Applejack, where’s Big Macintosh?”
“Hard at work,” Applejack lied, and at that moment, Big Macintosh popped out of the ground, panting like a dog.
“Big Mac, come over here!”
*RUFF*
Big Macintosh bounded over and Midnight gasped as he was jumped and found himself being licked in the face, “Down, Big Mac, down!”
*Ruff, ruff*
“Sit!”
Midnight was honestly surprised when Big mac sat his big red rump down and panted like he was waiting, and Midnight said, “Snap out of it, Mac! We have to help Twilight! …Even if it’s hopeless, we have to try.”
“Working.”
He looked to see Thunderlane still in the same position he’d been back on the pole.
“Guys, don’t you remember our friendship?” Midnight asking pleadingly. “You trusted me, just as I always trusted you, to have faith!”
Midnight didn’t realize it but his color was starting to come back as he grabbed Mac and Thunder’s hooves and brought them all together in a three-way hoofbump.
“We’re friends, and we never give up!”
Suddenly, all three of them gasped as memories flashed before their eyes. They remembered how they all met, how they shared their first pizza together at the parlor, the fun times, the crazy times, the not-so-fun times, the times they shared with all their friends.
A golden light flashed from their hoofbump, as they gasped and realized their colors were back and they looked at each other in confusion.
“Why am Ah covered in dirt?” Big Mac asked. “Er, more dirt than usual?”
“Ahh, and why do my arms and wings ache?” Thunderlane complained.
“I… think we… were under Discord’s spell!” Midnight guessed.
“That’s right!” Thunderlane gasped. “We were on the train, Discord had you in his paw, and we tried to help you.”
“Last thing Ah remember was windin’ up back on th’ farm and… after that’s a blur,” Big Mac described.
“Discord tried to weaken us,” Midnight realized aloud, “Just as he’s done to the girls! I get it!”
“What is it?” Thunderlane asked.
“Guys, don’t you see? Discord knew from the start that it’s our friendship that gives the Elements their power!” Midnight explained, “So he tried to tear us apart and render them impotent! We have to find Twilight!”
“I’m already here!”
They turned towards the front gate and saw Twilight running towards them, “I’m so happy you’re all okay!”
“And so Ah tried to defeat Discord…”
They all turned and looked at Applejack, still lazing about and still very gray.
“But none’a mah so-called friends would lift a hoof to help me!”
“Applejack,” Twilight yelled to her as she and the boys approached the liar. “We’re here to fight for our friendship!”
“Oh now y’wanna fight?” complained Applejack, “Where wer’ you when Ah was battlin’ Discord?”
“Mac, Thunder, grab her!” Midnight ordered, and they tackled Applejack to thee ground and held her down.
Twilight hurried over, saying, “Snap out of it, this isn’t you, Applejack! You’re not a liar!”
Then they watched as Twilight’s horn flared and she touched Applejack’s head, the farmer mare gasping as she suddenly regained enlightenment, memories of her friends bringing her back along with her color. The guys let her up as she asked, “Wha… what happened?”
“Yer back, sis,” Big Mac answered as he hugged her.
“Mac, Twilight! Oh, Ah saw a vision of us feudin’ n’ fightin’!" Applejack said, sounding troubled, "Ah couldn’t face th’ truth so… Ah started tellin’ lies.”
She placed her hat over her chest, asking, “Do y’all forgive me?”
“Nothing to forgive, AJ,” Midnight assured her. “Discord showed you a lie, our friendship can’t be destroyed so easily!”
“And we’re not done yet,” Twilight reminded them, “Come on!”
They had to hogtie Fluttershy and Midnight zipped her lip when she got persnickety but Twilight managed to use the memory spell to restore her to normal.
“Oh my! Twilight, Mac, I just had the most horrible dream!”
“S’alright, Sugarcube,” Big Mac assured her as he untied her and gave her the hug she needed.
They restored Rarity easily enough and her first act was to push the boulder out of her boutique before stating to them, “Let us never speak of this again.”
They were all too glad to hear Pinkie’s laughter once she’d been restored, “I turned gray! Can you believe it?!”
Their next stop was Rainbow’s cloud mansion but Thunderlane and Fluttershy were both surprised to see it empty.
“She’s not here,” Fluttershy said with a shrug.
“Without Rainbow Dash, we can’t use the Elements,” Twilight reminded them.
“A pegasus that can fly as fast as her? She could be anywhere!” Applejack worried.
“Anywhere indeed, like right there!”
They followed Pinkie’s hoof and saw Rainbow Dash lounging on a cloud, Twilight calling, “Rainbow Dash!”
“Hey guys,” Rainbow called back without looking at them.
“We’ve been looking everywhere for you!” Twilight called to her.
“That’s nice,” Rainbow waved off.
“Discord’s still on the loose!” Twilight reminded her.
“And we need your Element of Loyalty to stop him!” added Midnight.
“Tch, loyalty-shmoyalty,” Rainbow scoffed. “Have you guys seen Ponyville? It’s a disaster! I’m staying up here in Cloudsdale where everything is awesome!”
“How in Equestria can she think that tiny patch of cloud is Cloudsdale?” Rarity said in disbelief.
“Th’ same way Discord made ya think that cheap rock was a bona fide diamond?” Applejack reminded her with a smarmy look.
“I thought we agreed we would never speak of that again,” Rarity deadpanned while giving her the stink-eye.
“Rainbow Dash!” Midnight said with a warning rise of his tone. “If you don’t come down voluntarily, I’ll make you!”
“Yeah right. Whatcha gonna do? I’m way up here… ” Rainbow scoffed before saying in a mocking way, “and you’re down there!”
Midnight raised a brow and his horn flared. The cloud Rainbow was on suddenly popped like a soap-bubble and she felt something wrap around her wings.
“Uh-oh.”
Rainbow fell, everypony gasping but Midnight had already conjured a pile of hay into which the rainbow-maned pegasus fell. They all looked at him with varied expressions.
“What?! It got her down, didn’t it?”
To make sure Rainbow didn’t take off, they threw lassoes onto her, and just in time. She had almost gotten free of the hay and was now bucking to get loose, “Lemme go! I don’t need you guys, leave me alone!”
But Twilight did her memory spell and Rainbow gasped as her memories flashed and her colors flared back to life. She rubbed her head, “Wha- What happened?”
She gasped and got in everypony’s faces, “How’s Ponyville, where are the Elements, did we stop Discord?”
“Does that answer your question? Midnight asked as he pointed out the ballerina buffalo.
In the middle of the distorted Ponyville, Discord sat in a throne, surrounded by his work, cackling as he conjured a glass to fill it with some chocolate rain.
“Chaos… is a wonderful, wonderful thing.”
“Not as wonderful as Friendship!”
He looked and saw the girls, all re-colored, all wearing their Elements.
“This again?” he sighed tiresomely yet still derisive. He sipped his glass of chocolate milk, drinking the glass and throwing away the milk, which exploded behind him,
“Tha’s right,” Applejack answered, “Ya couldn’t break apart our friendship fer long!”
“Oh Applejack don’t lie to me,” Discord sneered as he started drawing the girls towards him. “I’m the one who made you a liar. Will you ever learn?”
“Now!”
He stopped as thunderous explosions sounded and he gasped to see three pillars of energy, each a different color, rise skyward and he saw they were surrounding him in a triangle formation, one blue, one red, the last yellow, all originating from Midnight, Big Mac, and Thunderlane in that order, each clad in their Harmony armor, Midnight wearing his Helm of Faith. Then between where the stallions all stood appeared walls of golden light!
But what really bothered him was that all of a sudden, he couldn’t feel his magic!
“What is this?!” Discord demanded anxiously. “What’s wrong with my powers?!”
“Twilight, now!” Midnight yelled as he concentrated the jewel in his element, and Twilight did the same with hers and teleported alongside her friends, all of them concentrating, the jewels of their Elements glowing with power, and the chaotic mess around them suddenly faded away, revealing a patch of grass and flowers.
“I’ll tell you what we’ve learned Discord,” Twilight said boldly, her friends standing with her while the guys kept Discord contained. “We’ve learned Friendship isn’t always easy… but there’s no doubt it‘s worth fighting for!”
“Ugh, gag! Fine, try and use your little Elements, ‘frenemies’, just make it quick,” Discord said in annoyance. “I’m missing out on some excellent chaos here.”
“Alright, everypony!” Twilight called as they stood together, the guys hurrying over as Twilight said, “Let’s show him what real friendship can do!”
“Wait-wait-wait!”
They looked and saw Pinkie slurping up some chocolate rain, probably since it would be her last chance, before she said, “Okay, I’m done!”
She bounced over, looking just as fierce as the rest of them. They glowed with power, as their Elements’ jewels radiated with energy before shooting out blasts of power, Discord suddenly feeling nervous.
“Wha- What’s this?”
He took a closer look and realized his mistake!
“No!”
Their friendship had sincerely been restored! He hadn’t counted on them to kiss n’ make up, he’d expected them to be driven apart! To lose hope, to give up on the very idea of friendship! But then Twilight and Midnight’s eyes both glowed pure white as a rainbow shock wave exploded and a rainbow rose up and came down upon the Spirit of Disharmony as he screamed, “NOOOOOOOOO…!!!!!!!”
Discord could feel it, it started from his feet as the petrification slid up, solidifying him before his face was left frozen in horror that he’d lost once again! The rainbow split and went down, forming a dome over all of Ponyville before it flashed a blinding light!
When the light dimmed, they friends all looked and heard a thud as Discord, a statue once again, had fallen over.
“We did it!” Twilight cheered and the others followed her example, whooping, laughing, smiling, that at first they didn’t notice Midnight break away from them as he approached the petrified trickster.
“Hey Midnight get over here and celebrate with us!”
She was answered as a wall of pale blue light barred her from Midnight, before it completely surrounded him and Discord.
“Midnight, what are you doing?”
Midnight wasn’t listening. His attention was focused solely on the trickster, his heart burning with anger, his body shaking at how much he hated this monster, who had tried to tear apart his friends, to take away his hope, to subject all of Equestria to the misery of chaos.
“I know you can hear me, Discord…”
Twilight was disturbed by Midnight’s voice. It was cold, unforgiving, and everypony had also taken notice of Midnight’s odd behavior.
“I know you can hear us cheering for your defeat. How does it feel, trickster? To be helpless, to be completely at another’s mercy? Consider that feeling, because it’s what you subjected so many to when you terrorized Equestria long ago…”
“Midnight, it’s okay!” Twilight called to him, “Discord’s beaten, he can’t hurt anyone anymore!”
“Come on, brony! Lower this wall and let’s go get a celebratory slice!” Thunderlane said hopefully.
Big Macintosh suddenly started banging against the wall of light. “Haystack, Ah know what yer feelin’, but don’t do this!”
They all gasped as Midnight levitated Discord off the ground. If he could talk, Discord would’ve been begging, for even petrified, he could indeed hear and even see what was happening. Deaf to his friends, Midnight’s eyes suddenly glowed red, burning with unforgiving hate.
“Say 'goodbye', Discord! And this time… mean it...!!!”
“Midnight, don’t do it…!” Twilight screamed, but Midnight had already let the spell fly.
An orb of burning red launched and struck the helpless villain, and he was shattered into dust. Gone, snuffed out as easily as a candle.
They all gaped in horror at Midnight whose back was still towards them. But he didn’t turn to face them. He collapsed onto his belly, the wall of light he’d conjured vanishing, and they all hurried to him, Twilight yelling for somepony to get a doctor.