Of Flame and Shadow

by Garuda IV


Chapter 13- Day of the Running of the Leaves

Twilight didn't sleep as well as what she thought she would have. Between going out to dinner with Dark, and the excitement of participating in the Running of the Leaves the next day, she just couldn't get herself to sleep. As she got up with the help of Celestia's sun, Twilight tended to her bed hair, brushed down her coat, and headed off to make herself something to eat. Approaching the kitchen, Twilight could smell something delicious being cooked already.

At least Spike got a good night's sleep, Twilight thought as she continued down the hall.

But when she got close enough, she could hear humming. Thinking nothing about it, considering his romantic dinner date with Sweetie Belle last night, Twilight continued in, only to see Dark being the one cooking instead of Spike.

"Dark?" she asked.

"Yep?" he answered, turning away from his cooking.

"What are you doing here? Aren't you suppose to be at Sweet Apple Acres helping Applejack?"

"Nope. Since the Running of the Leaves is today, she called off work so that we could enjoy it."

"Well that was very nice of her," Twilight said as she took a seat at the table. "By the way, have you seen Spike yet?"

"Not yet," Dark replied. "Though I'm kinda surprised that he isn't up by now. I mean, all he did last night was have dinner with Sweetie Belle, right?"

"As far as I know he did." Twilight paused to think. "I'm going to go check up on him and see if he wants to come down to eat."

"Alright."

With that, Twilight left the kitchen while Dark continued to cook for them and Spike. After a few minutes passed, Dark had finished their breakfast and began setting it out. He was hoping that with a hearty breakfast that Twilight would have some kind of edge in the race today. As he finished setting out their places, Twilight walked back in with a strange, almost neutral look on her face.

"Something wrong, Twilight?" Dark asked.

"Apparently we have an unexpected guest with us," she deadpanned.

"'An unexpected guest'? Who?"

"Take a guess. Who was the only other pony who was here besides you, me, and Spike?"

"Just Sweetie Belle, but that was... last... night." Suddenly, a lightbulb went off in Dark's head. "Twilight," he slowly addressed. "Where is she exactly?"

"In Spike's bed."

"You don't think that they... you know?"

"No, I don't believe they did," Twilight said with a sigh of relief.

"Thank goodness," Dark said, sighing as well. "I don't think I would want to face an enraged Rarity. Nor would I want Spike to."

"I know. Poor Spike would crumble before Rarity even began scolding him."

"But what gave them the idea to start sharing the same bed in the first place?"

"I spoke to Rarity on Monday," Twilight began explaining. "Apparently, the night you were taken into surgery, those two fell asleep together on one of the benches in the waiting room. When Rarity got them back to her place, she tried to separate them in their sleep, but they wouldn't let go of each other. So in the end, she decided to let them be and put them to bed together."

"Huh. Didn't think she would allow for that. Especially considering how she acted when she saw us."

"I'm kinda surprised by it too, but it happened."

"Do you think she knows that Sweetie Belle was staying the night here?"

"I have no idea."

"Alright then," Dark sighed. "After breakfast, I'll go talk to Rarity and see if she knows. In the meantime, could you go get them up before breakfast gets cold on them?"

"Sure," Twilight answered. "Also, I'm coming with you to Rarity's place. She'll be coming with us to greet Princess Celestia."

"Okay."

Leaving Dark to make something for Sweetie Belle to eat, Twilight went back up to Spike's room. After quietly opening the door, she walked over to Spike's bed. Taking a moment to actually look at them, instead of freaking out for seeing Sweetie Belle in the bed with him, Twilight began to see how peaceful and happy they were in each other's embrace.

They do look really cute together, Twilight thought to herself, smiling down at the sleeping pair before nudging Spike.

"Too tired, let me sleep," Spike grumbled.

Seeing as how he was being stubborn about waking up, Twilight tried her luck with Sweetie Belle.

"Not now, too comfy," she mumbled.

Shaking her head with an amused smile on her face, Twilight leaned down towards the two to whisper to them.

"Spike, Sweetie Belle, breakfast is ready," Twilight softly spoke to them.

Hearing that food was ready for them, they started shifting around. Once they opened their eyes, the only thing they saw was each other. Completely oblivious of Twilight standing right at the foot of Spike's bed, Sweetie Belle started nuzzling Spike's scaly chest.

"Good morning, Spike," she greeted him.

"Morning, Sweetie," Spike returned as their lips moved closer to each other's.

"Good morning you two," Twilight said, causing the two to freeze in place and look up to her. "Oh, don't mind me. I'm just here to get you two up before your breakfast got cold."

After finally finding his voice, Spike nervously asked, "Umm, how long have you been there?"

"About a minute, maybe two. Though I don't think that would include when I first came in and saw that Sweetie Belle was here."

"Sorry," they both apologized.

"As long as nothing happened, it's alright."

"Like what?" Spike asked confusingly.

Oh thank Celestia they don't know, Twilight mentally praised. "Never mind. Just, next time, please tell me when we're having company over for the night before I find out like this."

"Yes, Twilight," they answered in unison.

"Good. Now, why don't you two go get yourselves ready for the day. After we're done eating, we'll be going to pick up Rarity before heading over to welcome Celestia."

Leaving them on their own, Twilight left the room and made her way back into the kitchen to see if Dark was finished with the extra helping.

"So, how'd it go?" he asked.

"Turns out we were right," Twilight told him. "Apparently they don't know about... that."

"Good... I think?"

"Why do you think? Isn't it good that they don't know?"

"Twilight, can I ask you something before they show up? And I'm going to be as straight as I can," Dark asked, taking on a serious tone.

"Umm, alright?" Twilight slowly answered as she sat down at the table.

Dark took in a deep breath before slowly letting it out, trying to steady himself for what he was about to ask.

"Has Spike ever had... 'The Talk'?"

Twilight's eyes shot open at hearing that question, but as she looked back at Dark, she could see that he was serious about it. Thinking it over, Twilight realized that Spike may indeed have never of had it.

"I don't believe so," she finally answered. "I mean, I've never told him about it, mostly because I was so busy with my studies that I didn't think about it. That, and I never really felt comfortable talking about it. Besides, I doubt that he would want to talk about it with me too, you know, since I'm a mare."

"What about your dad, or your brother?"

"It never crossed their minds to talk to him about it."

Dark groaned as he massaged his temples. "Alright, so we have a baby male dragon, who's roughly a teenager by pony years, that's never had the birds and the bees talk, and his fillyfriend is upstairs in his bed with him. Does that about sum it up?"

"Yes, it does," Twilight cringed. "And when you word it like that, I can now see why you're so concerned."

"I mean, I'm all fine with them being together, even like this, but those two should be made aware of the risks that being in a relationship could bring."

"I completely agree with you," Twilight said before a thought came to mind, causing her to break into a mischievous grin. "Which is why you're going to have 'The Talk' with Spike."

Dark's face started to pale as his face drooped into a frown. "Your kidding, right?"

"Nope," Twilight cheerfully answered. "Besides, you and Spike are on good terms, right?"

"Yes."

"And you two are friends, right?"

"I suppose, but what does-"

"And you're both males, right?"

"I would hope so. But, Twilight, why should I be the one to talk to him about that kind of thing? Shouldn't somepony else that he knows better tell him?"

"With my dad in Canterlot, and Shining Armor in the Crystal Empire, you're the best option for this sort of job. And although he's hung around with Big Macintosh... well, you know how quiet he can be."

Dark facetabled with a groan. "I'm not going to be able to talk myself out of this one, aren't I?"

"Sorry, Dark, but somepony needs to tell him, and besides." Twilight got up and started nuzzling Dark's cheek. "I trust you, and I believe that you'll do a great job at it. Even if it does make you feel nervous and uncomfortable."

Giving a defeated, yet content sigh, Dark began nuzzling Twilight back. "Seems like I can't deny you, can I?"

"You could if you wanted to."

"But you know that I would have a hard time doing that. Alright, I'll talk to him about it, but not yet. I'll need some time to think it through. Perhaps next Monday or so if it's alright with you?"

"Of course it is, and thank you for doing this, Dark. It means a lot to me," Twilight thanked before pulling back and giving him a quick kiss on the cheek.

Unable to comprehend that he had just been kissed for the first time, Dark's mind started going blank. Seeing his shocked, yet goofy expression, Twilight giggled before poking at him to see if he was still conscious. After giving him a few nudges, Dark tipped over and collapsed on the floor, completely out cold. Right as he was falling over, Spike and Sweetie Belle walked in.

"Is he alright?" Spike asked.

"He looks like he fainted," Sweetie Belle observed.

"Yeah, that's what it looks like," Twilight giggled.

"Did something happen to him?"

Twilight silenced herself, trying to look away and hide her blush. "Something like that," she answered, getting herself under control and turning back to the two.

"Wait a minute... I know that look." Spike said, looking from Dark over to Twilight. "Twilight, did you kiss him?"

"What makes you think that?" she nervously asked.

"Because that's the same face that I made when-" He covered his mouth to stop from finishing that sentence as he looked over to Sweetie Belle.

"It's okay, I already know," she told him.

"What? But, how did you find out?"

"Because Rarity wouldn't stop talking about that fire ruby that you gave her. And besides, that was the old you, not the current you. So I'm not mad or anything."

"That's rather mature of you, Sweetie Belle," Twilight complimented.

"Well somepony has to be in this relationship," she playfully teased. "But what about Dark?"

"Let me handle it," Twilight told her as she tried to nudge Dark awake.

"Wow. He's out colder than even I was," Spike commented. "And mine only lasted a second or two."

It took her some effort, but after a moment, Dark started groaning, not wanting to wake up. Knowing that he was almost up, Twilight gave him a few more nudges before he slowly opened his eyes, seeing Twilight standing just above him.

"Am I dreaming again?" Dark asked, his mind still a little fuzzy after he passed out.

"Sorry, Dark, but this is very much real," Twilight answered with a blush, causing Spike to chuckle and Sweetie Belle to giggle at them.

Bolting himself upright, Dark looked over to Twilight. As he did, he tried to, and failed, to keep down his own matching blush. He tried to open his mouth to speak, but nothing came out. A few more times he repeated this, but each time his words failed him. Deciding to give up on trying to speak, Dark cleared his throat before turning his attention towards his meal at the table. It was a good thing, though, since Twilight was having a similar problem as the thought of what she did to him finally sunk in.

After a moment of eating in silence, Dark finally found his voice again and began enjoying short conversations with everyone at the table. After a few minutes passed, Dark went to address Spike about the talk that they would be having.

"Hey, Spike?" Dark called.

"Yeah, what's up?" Spike asked.

"Next week, there's something that I'll need to talk to you about."

"Okay, what is it?"

"You'll just have to wait until Monday to find out," Dark said, shaking his head with a sigh. "All that you need to know for now is that it's important that I discuss this with you."

"Am I in trouble?" Spike wondered.

"No, you're completely fine," Dark reassured. "It's just... I'll tell you then."


The sky was cleared of all clouds as the four made their way over to Rarity's home. As they walked, Twilight carried Spike on her back while Dark had Sweetie Belle on his. Knocking on the door, they waited for her to answer. The wait wasn't long, though, as after five seconds of waiting, Rarity opened the door wearing an oversized pink sunhat.

"Good morning everypony," she greeted them before noticing Spike and Sweetie Belle on their backs. "Did you have fun last night, Sweetie?"

"Uh-huh," Sweetie Belle enthusiastically nodded. "We played games, read some books, and had a nice dinner."

"Well it sounds like you had a joyous evening last night, but we mustn't dawdle any longer," Rarity proclaimed as she trotted out and locked the door behind her. "After all, aren't we suppose to greet Princess Celestia at the train station soon?"

"You're right," Twilight answered. "We should head on over there before the train arrives."

"She's coming by train?" Dark questioned. "But I thought she would be coming by carriage."

"Normally she does," she answered. "But it turns out that she's not coming alone this time. Though she didn't tell me who she was bringing."

"Guess we'll find out once we get there," Spike chimed in, getting a round of nods.

Leaving the boutique, the five made their way over to the train station. Standing on the arrival platform, they could see the train approaching in the distance. This was Dark's first time seeing a train, so he had no idea what to expect. As the train got closer, Dark could feel the ground starting to rumble. Remembering how similar it felt to when the dragons would attack his village, and seeing the trail of smoke fast approaching them, Dark took an aggressive stance while emanating a low growl. Hearing Dark's growling, Twilight looked worryingly at him.

"What's wrong?" Twilight asked him.

"It's that dragon heading this way," Dark growled.

"That's the train that we were talking about," Twilight explained, placing a gentle hoof on his shoulder.

"So that's a train?" he questioned. "But it looks nothing like what your books showed."

"Well not that far away it doesn't," she giggled. "And don't worry about the rumbling and smoke. It's suppose to do that."

"Alright," he said as he relaxing himself.

Taking a few steps back, the five patiently waited for the train to pull in. Though Dark still was slightly on edge from the sounds it was making, he managed to remain calm. After the brightly colored train stopped before them, it blow out a cloud of steam from beneath it, causing them to lose sight. As the steam dissipated, the doors opened, allowing the passengers to leave. After a few minutes of waiting, Celestia finally made her way out, followed closely by Luna, and a gray unicorn with a white flattop.

"Princess Celestia! Princess Luna!" Twilight called out, running over and giving them a welcoming hug.

"Hello, Twilight," Celestia warmly greeted her. "And hello to all of you as well."

"Hello," they replied.

"I'm happy to see you again, Princess. And although I'm happy to see you too, Princess Luna, I'm curious as to why you decided to come this year."

"It's because Tia asked me," Luna answered. "Plus, this also provided me a chance to meet this new friend of yours."

"Oh, right," Twilight replied as she waved Dark over beside her. "Princess Luna, this is Dark Flame. Dark, this is Luna, Princess of the Night, and Overseer of Dreams."

"'Overseer of Dreams'?" Dark questioned. "What does that mean?"

"It means that I'm responsible for making sure that our little ponies are free of nightmares when they sleep," she answered before breaking into a sly grin. "It also means that I'm allowed to view the dreams of others. Every. Little. Dream."

Hearing those words deliberately punctuated, along with Luna looking directly at him, Dark's eyes widened in fear as his ears flattened against his head. Slowly, he began to retreat back behind Twilight to hide himself. But as he did, Luna and Celestia began laughing at him.

"I'm sorry," Luna apologized. "But I couldn't pass up the chance to see your reaction to that. And don't worry, you're not in any trouble. Your dreams are your own."

Dark let out a breath he didn't know he was holding in. "So nopony else will know about... what I've been dreaming of?"

"That is correct. Well, minus the ones that I told Tia about of course," she told him before she and Celestia began laughing.

"Oh, really?" Spike mischievously asked. "So what happened in these dreams of his?"

"Nothing that you need to know about, Spike."

"And what about me?" Twilight questioned.

"You should know already, Twilight. After all, you've had the same dreams as he did," Luna teased, causing the two to look away from one another out of embarrassment.

"Luna," Celestia intervened while trying to control her laughter. "I believe that you've embarrassed them enough."

"Aww, but it's so much fun, Tia," Luna playfully whined.

"I know it is, but we really should let them be."

"Fine."

"So he is the reason for that mess back in Stonewall Village?" the gray stallion behind them asked.

"Sorry about that, Captain," Celestia apologized. "Everypony, allow me to introduce to you Captain Iron Guard."

"Hello," Iron Guard greeted them, his eyes narrowed onto Dark.

"Hello, Captain," Twilight greeted him. "I didn't recognize you without your armor on. So, what brings you here to Ponyville?"

"My troops and I got back a few days ago from Stonewall Village, and were granted a short vacation after that ordeal. So, we came here, by suggestion of Princess Celestia and Princess Luna."

"So you've been to Stonewall?" Dark asked, stepping up to Iron Guard. "What happened to it?"

"What are you talking about, boy?" he questioned. "Weren't you the one responsible for caking that village in blood?"

"What are you talking about? The last thing I remember of that village was losing consciousness in the middle of fighting Nocturne. You know, that ridiculously big black dragon that should be laying dead in the village square?"

"I forgot to mention to you, Captain," Celestia began. "Dark has amnesia. Anything that happened between his fight, to when he was found five days later, are a complete blank to him."

"Are you serious?" Iron Guard asked.

"Yes, she is," Dark told him. "Now, what is this about the village being caked in blood?"

With the new information, Iron Guard was hesitant to answer Dark. Looking to Celestia for permission, she shook her head, silently telling him to not say a word about it.

"Sorry," he apologized. "But I'm not allowed to talk about it at the moment."

"But why? And how did that happen?" Dark wondered. "Everypony there were nothing but bare bones when Nocturne attacked, so where did all of this supposed blood come from?"

"That, I'm afraid, would be better off for you to find out on your own. Preferably through your forgotten memories returning to you," Celestia told him.

"Alright," Dark grumbled, but then a question came to mind. "But if you can't tell that, then can you answer something else?"

"Depends," Iron Guard said.

"The big black dragon. Did he have any wings, arms, or a tail?"

"Yes, he did," he answered before pausing. "At least, part of his arms and tail were still there. His wings, however, looked like they'd been removed. My troops looked all around the village, but couldn't find them."

"Sounds like your theory was correct after all, Twilight," Dark said as he looked over to Twilight. "Apparently my wings did come from Nocturne himself."

"Wait, what?"

"I ran some tests on Dark a few days ago," Twilight began explaining. "For some reason unknown to us at the time, Dark's wings were far tougher than what the rest of him was. Our guess was that his wings came directly from the dragon he fought, and wouldn't you know, we appear to be right."

"Perhaps we should move this conversation elsewhere," Celestia suggested, leading them into town and towards Sugarcube Corner.


After they made their way to Sugarcube Corner and got themselves seated down with a mid-morning snack, Dark began telling Iron Guard about his village leading up to Nocturne's attack. Getting the full story of what happened in the village, he gave Dark a nod. Now understanding Dark's past, Iron Guard saw him as less of a threat, and more of a possible ally. It was further considered after they crossed paths with Steel Hoof's squad, who told the princesses and Iron Guard about Dark's fight against a pack of alpha timberwolves.

"Well, Dark," Iron Guard began. "I must admit that I'm surprised. When I first heard that you were responsible for all the dragons in the village, I began to wonder what kind of a monster you would have to be to accomplish something like that, and then again after seeing you for the first time. But, hearing what other ponies are saying about you, and from what I've seen so far, I'm starting to have a hard time believing it."

"In a way, I am a monster," Dark admitted. "At least, to those who would threaten me, my friends, or my family. Otherwise, I'm probably one of the more easygoing ponies, or kirin in this case, that you'll meet."

"You're not a monster, Dark," Twilight argued. "You may look different, and you may have done things that ponies would deem as brutal and barbaric, but you only did those things to survive and to protect those important to you."

"And I would gladly do it again," he stated. "Though, to be honest, I would much rather prefer to try and my live in peace."

"I can understand why you would want to retire like that," Iron Guard agreed. "Especially with what you've gone through, now that I have the full story."

"Thanks, Capt.," Dark thanked.

"Welcome, but I would prefer to be called either by my full rank, or my name if you please. I don't care much for having nicknames."

"Okay," he shrugged. Dark then turned his attention towards the clock, seeing that they talked almost until noon. "Well, Twilight, shall we be off?"

"Alright," she happily agreed.

"Wait," Celestia said, stopping them. "Where are you two going?"

"Just out to see the festival," Twilight answered.

"Yeah. We agreed last night that we would go have a look around today before Twilight had to leave for the race," Dark added.

"So you two are going to the festival... together?" Luna questioned, receiving a nod from both of them. "Well then, I hope that your date goes well for you two."

"It's not a date," they both objected in unison.

"If you say so," she smugly told them.

"Before you go though, Dark. During the race, would you join the elements, Captain Iron Guard, my sister, and I in watching it?"

"Sure. Thank you for the offer, Princess."

"Your welcome. Now you two go and have fun," Celestia told them.

After Twilight and Dark left Sugarcube Corner, Spike was the first to speak up, saying the one thing that was on most of their minds.

"I don't know whether they're aware of it or not, but they're totally going on a date," he commented.

"Oh, most definitely," Luna nodded in agreement before and idea came to mind. "Should we follow them?"

"Now, Luna," Celestia began. "We shouldn't be spying on them."

"But I know that you want to too."

"True, but if we tried, we would be spotted almost immediately by them. So, with that said, we should leave them be." Celestia broke into a sly grin. "At least, for this one anyway."


On the outskirts of Ponyville, Dark and Twilight made it to the festival grounds. The place was packed full of ponies, most of whom Twilight and Dark didn't recognize. All around there were rides set up, tents pitched, and games with prizes everywhere they looked. With giddy expressions on their faces, they ran in to see what there was to offer.

"So, Twilight," Dark began saying. "Where would you like to go first?"

Twilight thought about it while she looked over the stalls. "How about there?" she asked, pointing at a house of mirrors.

"After you then," he said, letting Twilight take the lead.

Following her in, Dark noticed that all the mirrors were of unusual shapes and sizes. As they walked through, they saw that each mirror was unique. One would make them look tall and skinny, while another one would make them look short and round. For something so simple, they were having the time of their lives in that place. But, the fun came to an end as they came to the end of the line. They did consider going back in, but figured that they should probably go see the rest of the festival first.

"That was pretty fun," Twilight said.

"If you want, we can come back after your race," Dark offered.

"Thanks, Dark. I would like that."


Meanwhile, in the Everfree Forest, Zecora just returned back to her hut with the ingredients for mixing another potion. She had been getting low on materials and needed to resupply her stock. She was happy with her travels. The forest was quiet for her, and not even a rustle was to be heard of. Freezing in place, Zecora began running what happened during her trip... or rather, what didn't happen, through her head. There weren't any sounds in the forest at all. None of the birds could be heard chirping, or any of the other native creatures of the forest. It was dead silent, similar to the calm before the storm.

"This cannot be good, the forest is quieter than what it should," Zecora told herself.

Putting her bag of ingredients down, she made her way out to the front of her hut, listening to the silence that surrounded her. As she stood there, she could feel something in the air. The forest naturally felt dangerous, but right now, something was causing those dangers to remain silent. Closing her eyes to further focus, Zecora could now sense three large groups of creatures, and one source of power reaching out to them. Snapping her eyes open, she knew what was going on. The denizens of the Everfree Forest were on a war march.

"They're being commanded by an evil blight, I must go quickly and warn Princess Twilight."

With that, Zecora made a mad dash for Ponyville, hoping to warn everypony there about the dangers approaching them.


Twilight and Dark were enjoying their time together at the festival. They played a few games, went on some of the rides there, had a bite to eat, and were now making their way from the center of the festival towards the exit to get Twilight to the starting line for the race. But before they got out, Twilight stopped in front of a game stall and gazed at a stuffed ursa minor doll. After staring at it for a while, she felt Dark nudge her out of her thoughts.

"Sorry about that," she apologized.

"Do you want it?" Dark asked.

"I was mostly thinking back on when Ponyville was attacked by one."

"You mean when Trixie first came to Ponyville, right?"

"Yeah, that's the one. Although, this does look nice too."

"Alright then," Dark said, walking up to the stall. "Where's the pony who's suppose to be running this thing?"

"Right here, little stallion," answered a masculine voice.

Looking over to their right, Twilight and Dark saw a very large white pegasus with a blond flattop, red eyes, tiny wings, and most noticeably, ridiculously bulky muscles.

Holy hay, what is this guy on!? Dark thought in amazement over the sheer muscle mass on this stallion. He must be taking some kind of steroids to have this kind of muscle build... and to have such tiny wings.

"Hello, Bulk," Twilight greeted him. "I should've known that you'd be working the Strength Tester Game."

"Yeah!" he answered as he flexed his biceps. "By the way, who's your friend?"

"Oh, sorry about that. You weren't at his welcome party were you? This is Dark Flame. Dark, this is Bulk Biceps."

"Hey, nice to meet you," Dark said, extending a claw out.

"Nice to meet you too," Bulk returned with a shake. "So, you wanting to try your luck? Because you don't look all that strong for a stallion. By the way, what are you exactly."

"I'm what's called a kirin, which is a pony-dragon hybrid. Also, ouch dude."

"Well, that's interesting."

"Thanks, but that's not why I'm here. What do I need to do to get that ursa minor?" Dark asked while pointing at the doll.

"Simple," Bulk said. "Just use this mallet and hit the lever. Doing that will launch a weighted puck up. But to win a prize, you need it to hit the bell. But I got to warn you, besides Big Mac and myself, nopony else has managed to hit it. Also, no magic allowed."

"Sounds easy enough," Dark replied with a shrug.

"But the bells twenty feet up," Twilight observed.

"Yep, not a problem."

"Heh, here you go then," Bulk said, handing Dark the wooden mallet.

Dark tested its weight by holding it with one claw with the head still on the ground. Getting a feel for it, Dark figured that it didn't feel that much heaver than when he would wield his forge hammer back in the forge. Standing bipedal, Dark lifted the mallet up with one claw off the ground, figuring it to weigh roughly fifteen pounds. Deciding to get it on his first try, he took the mallet with his both of his claws before raising it above his head. Then, with a throaty growl, Dark swung the mallet down as hard as he could onto the lever, launching the weighted puck up the tower, and striking the bell so hard that it left a small crack.

Seeing and hearing what just happened, Bulk looked quietly at the now damaged bell. Turning back around, he saw Dark relax himself as he breathed out a short, steady stream of fire from his nostrils while Twilight happily clapped for his success. With a smug look on his face, Dark handed back the mallet to Bulk.

"How did you do that?" Bulk asked Dark. "You don't even look as strong as Big Mac, let alone me."

"About eight years worth of working the forge," Dark replied. "That's how."

"You mean you were a blacksmith?"

"Yep. Also, the forge hammer that I used weighed about as much as that mallet did."

"Heh, not bad. Now, about the prize you wanted..."

"It was the ursa minor right, Twilight?" Dark asked, receiving a happy nod from her. "Yep, the ursa minor please."

Flying up to the hook that held it, Bulk got Dark his prize. After giving it to him, Dark levitated it over to Twilight for her to take. Holding it up in her aura, she saw that it was over half as big as she was. Taking the stuffed ursa minor doll in her forelegs, Twilight gave it a hug, feeling the soft fabric and cotton stuffing inside it. Levitating it onto her back, Twilight waked up to Dark.

"Thank you, Dark," Twilight thanked before planting a kiss on his cheek.

"You're welcome," Dark said with a goofy smile on his face.

"Well, I suppose we better get going, huh?"

"Yeah, I suppose so. Do you want me to carry that for you?"

"Thanks, but I got it," she answered, turning towards the direction of where the race was being held at.

After Twilight took a few steps away, Bulk wrapped a foreleg around Dark. "You lucky dog," Bulk whispered to him. "You and Twilight, huh?"

"Yeah," Dark dreamily answered before realizing what he just admitted to. "Uhh, I mean, no, I mean... ah screw it. I give up on trying to argue with it."

"Hehe, well good luck to you, buddy. Hope everything works out for you two."

"Just don't tell anypony alright?"

"No problem," Bulk answered, giving Dark a playful slap on the back.

Grunting at the force behind it, Dark regained his balance before waving goodbye to Bulk and running to catch up with Twilight. Walking up beside her, Dark could see the happy look on her face. When they came there, Dark wanted to make sure that Twilight had a good time, and was pleased to see that he was successful in doing so. As they left the festival grounds, Twilight walked closer alongside Dark until their coats were almost brushing up against each other. Looking down to Twilight, Dark saw that her happy smile was replaced with slight worry.

"Something wrong, Twilight?" he asked.

"Just a little nervous about the race is all," she replied.

"I suppose I understand. Is there something specific that you're nervous about?"

"Just that Princess Celestia will be watching. I don't want to make a fool of myself and make her disappointed."

"Twilight," Dark began, stopping and placing a claw on her shoulder. "She's not going to be disappointed with you. From what you've told me about you two, it almost seems like you think of her as a second mother."

Twilight sighed. "You're right, I sometimes do think of her as my second mother. I mean, she practically raised me after she took me in as her personal student."

"If that's the case, then I'm sure that she'll be proud of you, no matter how you place."

"How can you be sure, though? After all, I'm going against Rainbow and Applejack, and the only reason why I did better than them last time is because they let their competitiveness get in the way of them racing."

"But that was last time. This time you're more experienced and better than you were before."

"I'm sorry," Twilight frowned. "Guess I just got worked up over wondering what others would think of my performance."

"Don't worry about it, Twilight. When you're out there, just worry about the race, and nothing else. Your friends will still cheer for you, despite how you do. And besides," Dark paused to kissed Twilight on the cheek. "I believe that you're going to do just fine."

With a furious blush, Twilight turned to look at Dark. Seeing the sincerity in his eyes and the soft smile on his lips, Twilight allowed for herself to relax, letting her worries go. She didn't feel completely relieved of the anxiety she built up, but she felt as though most of it was gone. Letting out a sigh of relief, Twilight leaned up against Dark's side and wrapped her tail around his as they resumed their walk to the race track.

"Thank you, Dark," Twilight softly said, smiling up to him. "I needed that."

"I'm happy that it help you," Dark smiled back.


It took them a little longer to get to where the race was held at than they thought. When they got there, they saw some tall sets of bleachers linked together along the starting line, almost completely filled with different ponies. As they neared, they saw their friends, along with Spike, the Crusaders, Princesses Celestia and Luna, and Iron Guard. Upon seeing the two walking over to them, Celestia allowed herself to smile at them.

"Looks like you two had a good time," she concluded, seeing how close they were as they walked towards them.

"Definitely," Twilight happily answered.

"Good for you," Celestia smiled.

"Yeah, that's nice and all, but we better get over to the starting line," Rainbow proclaimed.

"She's right," Applejack agreed. "The race should be startin' in about five minutes. Come on, Rainbow, let's get goin'."

"And we better get going too if we're going to be commentating on the race," Pinkie chimed.

"Right, see ya," Spike said as he and Pinkie turned to make their way to the hot-air balloon.

But before any of them could leave, Pinkie's whole body started violently shaking. Worried about what's happening to her, Dark and the princesses ran over to her, but were held back by Twilight and the others.

"What's going on here?" Celestia asked.

"I've seen this only once before," Twilight worryingly began. "It's her Pinkie Sense."

"What the heck would cause her to act like this, though?" Dark wondered.

"It's called the Doozy. The only time it happened was when something that nopony saw coming happened," Twilight explained as Pinkie's Pinkie Sense stopped. "What is it this time, Pinkie?"

"I don't know for sure," she began answering. "But whatever it is, it'll happen during the race."

"Maybe I'll finally win," Rainbow guessed.

"Or maybe Ah'll win," Applejack argued.

"Maybe Twilight will win," Spike chimed. "After all, do you two think that she'll win if you're both focused on the race?"

There was silence in the group with that explanation of his. He did have a point, neither of them thought that Twilight would beat them again if they were focused. With a nervous look, Rainbow and Applejack slowly backed away.

"We're off," Applejack said as she and Rainbow quickly ran away from the group.

"Guess we should be too. I'll call out when the Doozy happens," Pinkie said as she and Spike walked off to the balloon.

"Dark, can you hold this for me?" Twilight asked as she levitated up her stuffed ursa.

"Sure. We'll see you after you finish the race," Dark answered as he took it from her and set it on his back.

"Thanks." Twilight then gave Dark a quick kiss on the cheek before running off to the starting line. "Wish me luck!" she called back to them.

With his attention solely on Twilight, Dark waved her off. After losing her in the crowd, Dark turned to see the sly smirks on the princesses and his friends, though Iron Guard was wearing an expression more of shock than anything else. Now embarrassed by that show of affection in front of them, Dark turned his head away to hid his blush.

"Apparently their date went better than what we had originally thought, sister," Luna said while trying to hold in a laugh.

"Indeed so, Luna," Celestia responded before turning back to Dark. "So, what exactly happened on your date, Dark?"

"You know what?" Dark sighed. "I give up on trying to argue about this not being a date. But if you want to know what happened, you'll have to wait for Twilight gets back."

"Well, that aside," Celestia began. "Now that we're all here, why don't we go take our seats."

Turning around, Celestia lead the group over to the seats that have been saved for them. But before Dark could join up with them, he was stopped by a hoof on his shoulder. Turning around, Dark saw that it was Iron Guard, who wore a uneasy look on his face.

"So, am I to believe that you and Princess Twilight are together now?" he inquired.

"Not yet," Dark replied. "But at the rate that things are going between us, I believe that I'll officially ask her out pretty soon."

"Does her brother, Prince Shining Armor, know about this?"

"No. At least, not that we know of."

"Be careful," Iron Guard warned. "This is for your own safety, but be sure to tread lightly. While it's nice to see her with somepony that she and the others trust, he won't be so forgiving."

"You seem to be well informed about how he would feel about this."

"He's my predecessor, and we've been friends since before we first entered the royal guard. But it goes deeper than that." Iron Guard lowered his voice to a whisper. "We're not allowed to talk about the details, but Shining Armor has a certain vendetta against kirins. And while I admit that I'm starting to take a liking to you, he won't care for whether or not you're good or evil. If he hears about you and his sister being together in any way, he'll come for you and your head."

Dark's face turned serious at those words. "There are other kirins out there?"

"There were other kirins out there, but thanks to Shining Armor, you're now the last known kirin in existence."

"Sounds unnatural for a former Captain of the Royal Guard to me," Dark commented. "But this won't be the first time something's tried to kill me. However, I understand that I need to be careful. Thanks for telling me about this ahead of time, and I take it we're not to tell anypony about this talk?"

"Discretion would be preferred. Also, you're welcome," Iron Guard replied as they both made their way to catch up with the others.


"Welcome everypony, to the annual Running of the Leaves!" Pinkie shouted over the speakers in the hot-air balloon, eliciting a cheer from everyone gathered in the stands. "My name is Pinkie Pie, and I'll be your commentator for the race."

"And I'm Spike," he introduced alongside Pinkie. "And I'll be your co-commentator alongside Pinkie."

"And today, we'll be giving you the play-by-play action for today's race. For those of you who don't know, the Running of the Leaves was a tradition for the changing of the seasons. Ponies would run through Whitetail Woods, and their running would knock down the leaves. But, two years ago, that changed when two ponies who were having an Iron Pony competition decided to end it during this event. Since then, the Running of the Leaves has been doubled as a annual race. And now, after two years of butting heads, Applejack and Rainbow Dash will once again race against each other to see who'll carry the title of The Iron Pony!"

Another chorus of cheers greeted them as the two named mares waved to the audience.

"But they'll have to work hard for it, though," Spike added. "Because they're not only racing each other, but over a dozen other ponies as well."

"That's right, Spike," Pinkie agreed. "But I think we've talked enough. Now, let's turn to Mayor Mare at the starting line, and our competitors who are taking their positions."

"Alright, everypony," Mayor Mare announced. "I want a clean race this time, so, that means no pushing, punching, kicking, biting, tripping, launching, tail or mane grabbing, dropping bee hives on other racers, and for Celestia's sake, please, no hitchhiking on the commentator's balloon." She paused when she remembered how was in the audience. "No offence, Princess!"

"None taken, Mayor!" Celestia called, causing everyone else to laugh.

"Well then, if everypony is ready," Mayor Mare began as she raised the starting flag. "On your marks... get set... GO!"

Swinging the flag down, the racers broke off in a gallop, trying to get a lead start on everypony else. While Applejack and Rainbow where neck and neck, Twilight resorted to keeping a steady pace.

"And they're off!" Pinkie proclaimed.

"Looks like Applejack and Rainbow Dash are taking the early lead," Spike announced. "But it doesn't look like either of them will let the other get ahead anytime soon."

"And behind our leaders are Lyra Heartstrings in third place, followed by Bon Bon in fourth, and Twilight trailing in fifth."

"But it's still early in the race, so anything can happen."

As the group of ponies disappeared into the forest, Pinkie and Spike followed them in the balloon. And thanks to a little gift from the Crystal Empire, they installed a crystal on the bottom of the balloon basket that fed a visual feed of the race back to a second crystal that projected it for the audience watching from the stands. But the view of the projection was best for those sitting at the top row, who were the princesses, Iron Guard, Dark, Rarity, Fluttershy, and the Crusaders. Although, the princesses were up there partially because they didn't want to obscure anypony behind them with their height, and their flowing manes."

"So," Rarity began. "Who do you think will win this year?"

"Ah'm bettin' it'll be my sister," Apple Bloom predicted.

"No way," Scootaloo argued. "I say it's gonna be Rainbow for sure."

"I just hope that it doesn't end up like last time," Sweetie Belle said.

"Well, how about you?" Rarity asked, turning towards the others. "Who do you think will win?"

"I agree with what Sweetie Belle said," Fluttershy told them.

"A princess doesn't take sides," Celestia said before turning to a mischievous smirk. "But since you're asking, I would have to say Twilight."

"Princess Twilight," Iron Guard announced. "Though I'm beginning to have second thoughts with how well Miss Applejack's doing."

"Well, I'm sorry to say this, sister," Luna began as she looked down to a piece of paper she was holding. "But I'm going with Rainbow Dash. Besides, I've got twenty bits riding on her that she'll win."

"Luna, what is that you're holding?" Celestia asked with a cocked eyebrow.

"My ticket," she proudly answered. "They were holding bets on who would win the race back behind the stands."

"Luna," Celestia scolded. "We don't make bets on races."

"But we used to do it all the time back when we were younger," Luna pouted. "And besides, according to the poles, Rainbow is at the bottom of the three participating elements."

"Really?" Dark questioned. "I thought that she was supposed to be Ponyville's top athlete. So if she's at the bottom of the three, then who's the top?"

"Twilight," Luna answered. "Most of the ponies that came with us on the train believe that since she's an alicorn that she'll have an advantage over the others."

"But she doesn't do events like this, and she's not as conditioned as Rainbow or Applejack. I can't believe that they didn't take that into consideration."

"Then who do you think will win?" Celestia asked.

"Twilight of course," he casually shrugged.

"But what about what you just said?" Rarity wondered.

"I actually believe that she can do it," Dark answered. "Well that, and I also feel obligated to cheer for her, despite how the odds against her are. But I have no regrets on that."

"Glad to see that you're willingly devoted to her like that," Celestia smiled before turning back to the projection of the race.

The racers were now a quarter through the race. Below the live feed was a map of the track with the faces of the ponies who were racing. Since each face was that of a racer, everyone could easily see who was where, and how far into the race they were. But once a pony was out, their face would have a red X across it. The race was already down two ponies while the others appeared to be going strong. But, as they continued to watch, the frantic voice of a familiar zebra caught their attention. Looking down, they could see Zecora running up stairs towards the princesses.

"Your Highness, I must speak with you," Zecora said in-between breaths. "What I have to say is dire news."

"What's wrong, Zecora?" Celestia asked. "And why do you look so frightened?"

Everypony looked closer at Zecora. The only time she fled the Everfree Forest was when the Plunder Vines infected the Everfree Forest, and encroached into Ponyville.

"The creatures of the Everfree, I fear that they now come for thee."


Inside the border of the Everfree Forest and Whitetail Woods, the cloaked figure stood at the head of his second group of his army.

"The time is now," he said to himself.

Pulling out a war horn from beneath his cloak, the cloaked figure took in a deep breath before blowing into it. The low sound it emanated could be heard for miles away, enough to where his other two groups could hear it. Within seconds, he could feel the tremors from his marching army. Turning around, he walked over to a manticore with a saddle attached to it's back and jumped on top of it. As it took off, the cloaked figure grabbed the reigns on it and began steering it in mid-air. With a firm hold on the reigns, the cloaked figure looked below to see his army move to their targeted destinations. But mostly, he was looking at the giant mass of indigo fur below him.

Your move, Dark, he thought, his anticipating grin widening. What are you going to do now? Will you help Celestia defend the ponies and let the village fall, abandon the ponies to save their village, or will you forsake them all and instead save Twilight?


As the sound of a war horn was heard across the sky, Pinkie's body began to violently shake on its own. Doing so also shook the basket, causing the picture to become unsteady. After a few seconds, the shaking stopped with Pinkie shouting, "DOOZY!"

Everyone stopped cheering and went silent at hearing the sound of the war horn blowing, and the announcement of Pinkie's Pinkie Sense. Everyone in the stands could now feel the ground starting to shake. Every royal guard knew both of those sounds very well, and knew that trouble was approaching.

"It appears as though I'm too late," Zecora dreaded. "They come to show you to death's gate."

"Who?" Luna pressed. "Who comes for us?"

"The creatures of the Everfree, they're controlled by a single pony. Three groups I can feel, they come here, to the racers, and to Ponyville."

"A three-pronged attack," Iron Guard grimaced. "And most of the guards here are off duty and unarmed."

"But what are we dealing with exactly?" Celestia asked.

"I wish that I knew," Zecora began. "But I guess we'll find out soon."

"What's that over there?!" Spike asked in a panic over the speakers.

Looking up to the projection, they could see it was turned from the race, to the treetops of the forest. To everypony's fear, they saw the heads of several hydras walking in their direction, and to Ponyville, along with a fleet of manticores flying overhead. But what really frightened them was the mass of indigo that towered behind, walking straight towards them.

Nopony wanted to name it, but they didn't have to as Pinkie shouted over the speakers.

"IT'S AN URSA MAJOR!"