• Published 9th Nov 2013
  • 14,458 Views, 329 Comments

Winds of the Past - Fantasia



A year before moving to Ponyville, before making friends... a certain rainbow-maned pegasus mare crashed through Twilight's window, and into her life. Left with bruises, and a case of amnesia, Twilight soon finds herself looking after the stranger.

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Day 333 - The Grand Galloping Gala

"The Pony of Shadows..." Moon Dancer put a hoof to her chin, setting down her bluegrass and wild flower sandwich with her magic. "Huh."

"That's what we're calling it, anyway. It did something to Twi's brain, messed with her ability to perform magic," remarked Rainbow, swallowing down a mouthful of her smoothie.

"It was terrible," Twilight added, staring down silently at the tabletop below her. "I felt weak, drained of my energy... I couldn't move a muscle, and my mind felt all jumbled—and not just my magical lobe, but my entire limbic system."

Moon Dancer nodded slowly in fascination, while Rainbow simply blinked, raising a slow hoof as if to ask a question.

Twilight noticed out of the corner of her eye, and let out a sigh. "The part of our brains that process memory, Rainbow."

"Ah, right. Was wondering if you were gonna mention that..." Rainbow smiled and chuckled sheepishly, scratching the back of her head. "Y'know, I... I-I'm pretty sure mine had stopped working ages ago."

Twilight rolled her eyes, knowing full well that it was an attempt at lightening the mood, and shouldn't even begin to point out everything wrong with her little joke.

Still, it didn't do much to take her mind off of her own troubling thoughts.

After the morning chariot ride back—and reassuring Spike that the two of them were indeed alright—the three then decided on taking a short, walk throughout the mid-morning city thoroughfare for a place to have some breakfast and discuss their plans for the night... when along the way they bumped into Moon Dancer, and decided on joining her for breakfast instead.

And even still, as Twilight sat eating her orange and parsley salad, she couldn't stop her mind from fretting over the memories of what had happened in the Everfree...

The Pony of Shadows confronting her in her dreams...

The memory she had lost.

"Though, it was weird," Rainbow continued, glancing over at Moon Dancer. "I mean... We barely made it out alive—and not because of the Pony of Shadows, but because of timberwolves." She shrugged her gaze away. "I felt like that was it for us, back at the castle. The way it looked at me... I could've sworn we were goners..." Her brow furrowed in contemplation. "And yet it didn't attack... as if, for a moment... it recognized me."

Twilight rolled her eyes, before glancing over at her from the corner of her eye. "I doubt that's likely, Rainbow. The Pony of Shadows is ultimately somepony's rogue magic, right? The odds of it being magic familiar to either one of us are like, a million to one, so... if they gave pause... it was probably because of the feelings I hold for you, Rainbow. Hmph," she mused as an afterthought, "no wonder she said they were becoming a distraction..."

"Not necessarily, Twilight," Moon Dancer chimed in, pushing her glasses up her muzzle a bit with her hoof, before beginning to gesture with her hooves. "What you claim to be rogue magic, could have, at one point, been an actual pony or some other sentient being—a dragon even."

Moon Dancer paused, blushing as she smiled meekly at Spike from across the table. "N-not that I mean anything by that, Spike—it's just an example." Spike rolled his eyes knowingly, before nodding and smiling back at her reassuringly.

Grinning, Moon Dancer turned back to Twilight and Rainbow, continuing from where she left off. "You guys said how Nightmare Moon was real, a-and banished to the moon, right? Well... this revelation opens up a whole new world of possibilities!"

Both Rainbow and Twilight looked at one another, sharing a look of skepticism.

"It... does?" they both asked.

"Mhm! See, you said this rogue magic took control of you, and that your magic shot off into space, right? Striking the moon? Well what if what actually happened is that a gateway opened!"

"Gateway?"

"Yeah, like the Bifröst, but from here to the moon, and you were used to open it!"

"Er... Bifröst?" asked Rainbow.

"It's something from Scandineighvian mythology," Twilight replied.

"And comics," Spike chipped in.

"See, the Pony of Shadows from pony lore was originally Luna's lingering spirit, right?"

"Right..." Twilight agreed, playing along.

"So then, this entity could have come from a whole other universe, who used its magic to manipulate you into opening a doorway for it, but arrived in some weakened state; or perhaps was a pony that became a spooky smoke monster, that was then banished to its own moon—" She gasped. "Maybe even a Nightmare Moon from... some parallel earth!"

Moon Dancer finished, finding herself greeted with strange looks from both Twilight and Rainbow.

Twilight was the first one to speak up.

"What makes you think any of this?" she asked incredulously.

"Storytelling 101," replied Moon Dancer, smiling confidently. "This so-called Pony of Shadows maybe recognizing you? A moment of weakness as it remembers the good times you, or a pony who resembles you, once shared—"

Rainbow blinked as her mind mulled over the possibility. Could that be it? she wondered. Somepony I knew turned evil, or worse? Was it because of some other me...?

"But it quickly snaps out of it, not about to let the memory deter itself from its duty," Moon Dancer continued, leaving Twilight without words, her mouth slightly agape.

She shook her head, placing a hoof against her forehead, her elbow resting on the table's surface. "Do you hear yourself?" Her voice raised, her eyes peering over at her friend irritably. "This isn't some work of fiction, Moon Dancer. It didn't spare Rainbow Dash because my memories were affecting her... okay?"

Moon Dancer, for a moment, was taken aback. "Well, okay, but... w-what about understanding what this thing is?"

"It siphons magic, and it's a threat," Twilight remarked. "I don't think there's anything else to understand."

She sighed, lowering her gaze. "All that matters is that it might be on its way here, after the princesses even..."

Twilight felt a hoof rest gently upon her shoulder.

"We'll stop it, Twi," Rainbow assured her, brandishing a thoughtful smile. "Not to mention the Royal Guard will—"

"The Royal Guard won't stand a chance, Rainbow," Twilight murmured, dismissing the notion. "Not against that."

Rainbow's smile slowly fell as she pulled her hoof away. "Way to undermine your own brother."

Twilight sat up, staring at Rainbow in annoyance. "That's not what I—!" She rolled her eyes, letting out a groan. "My brother's not some super hero, Rainbow."

Moon Dancer's eyes lit up at the remark.

"My brother, parents, Princess Celestia, Cadance, you guys... This entire city is in harm's way, and what can I possibly do to help it...?" Her ears fell, her head lying face first in her folded forelegs. "I'm not at all strong, and not to mention my magical reserves are mostly still in shock—"

She was interrupted by the sound of a chair sliding backwards and Moon Dancer announcing, "Come with me, Girls."

Spike's eyes blinked, then slowly widened in realization.

"Moon?" he asked, keeping his voice low as he ran up to her. "You're not really going to show them—?"

"Yes I am, Spike," Moon Dancer declared, looking up at the other two. "After all, Twilight wants the power to save those dearest to her—" Twilight's right ear twitched at Moon Dancer's words. She peered up slightly from behind her folded forelegs to see the unicorn bearing a confidant grin. "—and I'm pret-ty sure I have the tools that will help her do just that."


Several minutes later, after a short walk—and being asked to hold their questions until the very end, Twilight and Rainbow, along with Spike were all eventually lead to a modestly-sized two story building, with spires and balconies atop it. Stars and wave formations decorated the roof.

It was a place all too familiar to Twilight.

She raised an eyebrow. Why here, of all places...?

"So... what is this place?" asked Rainbow, looking up at the building in wonderment.

"This is my old school, Rainbow," Twilight told her, Rainbow turning her gaze away from the building, back to her. "Celestia's School for Gifted Unicorns..." She smiled a little as she peered into the darkened, empty classroom, a hoof on the glass. "It really does feel like just yesterday we were aspiring young fillies seated behind those desks..."

Moon Dancer pushed open one of the front doors. "Hm, seems like she's already here. Well, either that or the janitor ponies are still cleaning up." She shrugged, looking back at Twilight and Rainbow, motioning for the two to follow.

Twilight followed after her and Spike first, asking in curiosity, "She?"

Moon Dancer smiled back at Twilight in anticipation as she continued to lead them. "Come on, this way."

She lead them down another hall, the four of them entering a dimly-lit corridor with a couple doors on either side of them, with Twilight in particular musing aloud, "I don't remember ever seeing this part of the school before."

"This area's reserved mostly for teachers and staff," Moon Dancer explained, looking on ahead. "Remember the lab I told you about, back on Hearth's Warming Eve?"

Twilight gasped excitedly. "I do, yes! This is what you're showing us?"

"Sort of," Moon Dancer replied, the four of them coming to a stop in front of a closed door, with a sign labeled, Our Town.

"We like to think of it as our own little slice of Canterlot," Moon Dancer went on to explain, looking back at them briefly before pushing the door open.

"We—?" Twilight began to ask, before bringing a hoof to her eyes as they squinted, shielding them somewhat from the bright white interior of the room. As her eyes adjusted, she saw what looked like a more-advanced looking workshop, with long, white workbenches in the center, upper cabinets, and sinks against the opposite wall. Beakers, flasks, textbooks, and scattered papers laid strewn across the many workbenches.

"Moon Dancer?" a faraway, feminine voice asked from inside the lab. Stepping down a short set of stairs, Twilight saw the voice belonged to an orchid-coated unicorn mare, sporting a dark purple mane—decorated with streaks of light purple and aquamarine—who had seemingly been engrossed in a book, and working on carving... something out of wood before they interrupted her. A staff of sorts, if she had to guess.

"Nice to see—" she continued on pleasantly before pausing, noting the other two mares who accompanied her lab partner, and her voice immediately grew bothered. "W-what are they doing here?" she demanded, pointing a hoof at the two of them, keeping her gazed fixed accusingly on Moon Dancer. Spike, she had no problem with, but... "Moon Dancer, I've told you before that this is not a place for you and your friends to hang out."

Moon Dancer rolled her eyes. "Nice to see you too, Starlight, but for the record, we are not here to hang out."

She raised a hoof, enunciating the last couple words with an air quote before stopping in front of a large, metallic cabinet. She looked over at her, and smiled triumphantly. "We're here to save Equestria!"

Starlight blinked before closing her eyes in frustration and letting out a sigh. "Oh Celestia, not this again..." She put a hoof to her temple before reopening her eyes, throwing an exasperated hoof out at the mare. "Moon Dancer, it's bad enough you tried this before with those other three girls," —Rainbow and Twilight exchanged intrigued looks— "but now you're trying this whole costumed thing all over again."

Moon Dancer shook her head, looking back ahead confidently. "The others didn't understand, but Twilight and Rainbow—er, Rainbow?" she questioned, finding the pegasus's attention drawn to an aquarium of a deep blue, gel-like substance sat on her lab table.

Her eyes widened, standing up on her hind legs as she teleported before Rainbow, her forelegs held out at her sides. "Don't!"

Rainbow's own hoof retracted in surprise. "S-sorry!"

Moon Dancer sighed, then shook her head. "No no, I... I'm sorry, it's just..." She fell back on all fours, turning to look into the vat. "These are unstable molecules, cultivated from the poison joke plant. Very volatile to the touch without certain protection."

"Poison joke?" Rainbow looked over her shoulder at Twilight briefly. "Yeah, they uh... already played a pretty nasty joke on me and Twi, back in the Everfree," she explained, turning back around. "It affected Twi's horn, and my wings—a part of the reason why we barely escaped with our lives."

Moon Dancer nodded softly. "Fascinating..." She brought a hoof to her chin. "I had no clue poison joke could affect wings and horns... Makes a mare wonder what else these can affect... Hair? Vocal cords? The only effect I've ever observed was shrinkage."

Twilight raised an eyebrow.

Rainbow's breath froze in the back of her throat as she glanced around at her hooves, all of a sudden finding herself too scared to move.

Starlight simply rolled her eyes at the display before returning to her carving.

"Re-lax." Moon Dancer nudged her side, smiling at her reassuringly. "Everything I tested these on grew back to full size eventually, I... think... Anyway!" Rainbow gulped, her eyes trailing Moon Dancer as she trotted past her, Twilight, and Spike, taking a stand before the large cabinet and standing triumphantly. "I trust you two will understand what I've brought you both here to see."

Twilight's head tilted a little in confusion. "Understand what, Moon Dancer?"

Moon Dancer raised her hoof to a red panel on the left metallic door, a combination of square buttons briefly lighting up green as she quickly pressed her hoof against several of them. "This."

The sounds of metal clicks and hatches unlocking became heard, air steaming out as the internal gears turned, slowly opening the heavy steel doors. Both Rainbow and Twilight's eyes squinted a bit as they both raised a foreleg over their eyes, only lowering them once their eyes saw past their forelegs. Their eyes slowly widened, both their mouths falling open.

Colorful armor and suits lay vertically on display, both within the main cabinet and insides of the open doors.

Spike watched in awe, sighing in amazement, balling up his hands and raising them to his chin. "It's just as cool as the first time you showed me..."

Twilight blinked, her mouth snapping shut as she came out of her stupor, looking up at him suspiciously. "You knew about all this, Spike?"

Spike looked down at Twilight. "She showed me months ago," he told her before averting his eyes, his voice becoming a little harsher. "Of course it's all Marevel inspired—"

Moon Dancer turned to him indignantly. "I'm getting around to designing some EC suits too, Spike."

"Uh-huh," Spike murmured, doubtful.

"Hmph." Moon Dancer rolled her eyes, her attention soon being grabbed by Twilight as she stepped forward, shaking her head in disbelief.

"I'm at a loss, Moon Dancer. I'm not sure whether I should be in utter amazement that you made all of this," she remarked, throwing a hoof out at the cabinet behind her. "Or disturbed that you made all of this."

Moon Dancer recoiled as Twilight's voice raised. "This is crazy, Moon Dancer. I mean, bringing these super hero outfits, a-and weaponry to life? Who does that?"

Rainbow raised her hoof to interject, about to open her mouth before being cut off by another voice.

"Finally, another sensible, logical pony," Starlight said as she walked over, holding out her hoof with a friendly smile once she stopped. "Starlight Glimmer."

Twilight put her feelings aside for a moment to shake the mare's hoof, wincing for a brief second at the mare's strong grip. "Twilight Sparkle."

Rainbow's brow lifted, bearing a slight look of surprise as she looked between the two unicorns, then back at Moon Dancer and Spike. "Does anypony else see the glaring parallel here, or is it just me?"

The others looked back at her, and shrugged.

Starlight looked Twilight over, from her hooves to her horn. "Intuitive, modest... no sense of self-righteousness, or accomplishment... I think you and I will get along just fine, Twilight."

Twilight smiled a bit bashfully. "I hope so. I'd hate to make an enemy out of you, Starlight." She began to turn away, lifting her hoof in a goodbye wave. "It was nice meeting you, Starlight, but... I think I'll be leaving."

Moon Dancer's eyes widened, and she ignited her horn, grabbing hold of Twilight's tail.

"B-but w-what about The Elements of Harmony!"

Twilight froze for a moment before looking over her shoulder... wearing a stunned expression. "Or the fact that there's supposedly t-this... super secret monster hunting agency beneath Canterlot—! Something big is going down, Twilight; a-and with the arrival of this... otherworldly monster, well... This could be exactly what we need—!"

"Moon Dancer!" Twilight cut her off, shutting the mare up immediately. "How..." Her brow furrowed. "How do you know about the Elements of Harmony?"

Moon Dancer blinked, taken aback by the sudden, serious tone in her voice.

"I, uh... w-well..." She quickly gathered her composure, scrambling for an answer. "I... wouldn't say I know about them, per see. I... hear things... and take note of things when I'm in the school, w-when I'm around Celestia."

"Like... what exactly?" Twilight asked, her voice softening.

"That there were six of them, and supposedly, they protected Equestria for centuries... with the role being passed down from generation to generation. Twilight..." She threw a foreleg behind her, pointing it back at the open cabinet. "I have what we need so that we could be this generation's heroes—!"

"What, enchanted armor so you can live out your fantasy of being a super hero?" Twilight shook her head in disbelief. "If the princess knew what you were doing—in her own school, no less... She'd say you were nuts, Moon Dancer."

Moon Dancer broke out into a grin, letting out a sudden chuckle at Twilight's wordplay. "Okay, now you're just over exaggerating. I mean, the princess would never be so informal, Twilight—"

"Yes," Twilight replied simply, "she would. In this particular case, she would." She stepped forward and put a hoof over Moon Dancer's shoulder. "Why don't you consider an enchanted comic instead?"

Moon Dancer narrowed her eyes at that, removing her hoof from her shoulder. "Look," she began. "All I know is that Princess Celestia is looking for these... 'Elements of Harmony,' and with what I've built, we can be exactly that—"

"The Elements are not ponies, Moon Dancer. They're some kind of... artifacts, and they're inherited by a select few, okay? Believe me..." Twilight averted her eyes, her voice growing softer to soften the blow to Moon Dancer's heart. "The princess wanted me to research them."

Moon Dancer swallowed hard, feeling her heart grow all the heavier at her friend's words. "Y-yeah?" She searched her mind for a swift response. "W-well... y'know what some artifacts are? Lost. Destroyed. Forgotten. Hay, there's no proof these things even still exist."

Twilight glanced down at the floor, a moment of silence passing between them.

"I believe they do," she spoke up once more, in a quiet reply. "Because as unbelievable as it sounds... Celestia believes Rainbow and me... have already been chosen by them."

Moon Dancer's lip parted in disbelief, her glasses beginning to slip down her muzzle.

"You... you're kidding." She snapped out of her amazement, exclaiming, "That's incredible—er, wait. Do you have them with you, or...?"

"Princess Celestia said they'll reveal themselves to us soon."

"So... neither of you actually have these weapons?"

"Nope," they simultaneously replied.

"Ngh..." Moon Dancer's hoof slid down her face, the unicorn letting out a muffled groan. "Look. Didn't you tag along because you wanted a way to save everypony?"

"I do, but..." Twilight bit her lip.

"I don't see what the big deal is," Rainbow cut in. "I mean, we've cosplayed before, and I... kinda dig the suits."

Twilight blinked, staring at her girlfriend dumbfounded. "Rainbow...?"

"I mean, you are looking for a way to keep us all safe from the Pony of Shadows, right? Well, these suits can offer us protection, a-and protect you too, Twi—hay, they can maybe even give us the power to potentially fight back."

"I know they can, Rainbow, but... aren't you worried about all of the collateral damage that may occur from us wearing this enhanced armor? I know we talked about fighting the Pony of Shadows, and... I know things may get out of hoof, but... but I don't want this devolving into an all-out war! I mean..." She looked away at the floor, clutching her foreleg with her free hoof. "I've never liked violence, Moon Dancer. I'll fight to protect my friends and family, but... what you're doing... is indulging in it—like you're itching to get into a fight. That just... feels like no way to achieve harmony..."

"It really isn't," Starlight spoke up. "Now equality on the other hoof..."

Moon Dancer shot her a look that screamed for her to stay out of it.

"Hey, I'm just saying," Starlight replied before turning, walking back to resume her own work.

Moon Dancer let out a deep breath, turning back to Twilight who remained uncertain. "Okay, so maybe you don't like the idea of having to fight, or dress up in a from-your-point-of-view silly costume, but! At least allow these to give you all the protection you'll need in case this night goes south. That's what this armor is for after all: to protect us and those around us. We'll only kick flank if it becomes absolutely necessary. Otherwise we will fight solely to defend and detain."

Twilight barely nodded. "Can you promise me though," she started to ask, after a long pause, "that... if tonight does go poorly... not a single one of us will... you know."

"I can't promise that, Twilight... but if we wear these suits, we can try our darnedest to prevent that." A lopsided smile adorned Moon Dancer's face.

"Then I guess we're going to need some help picking out the right ones."

Twilight looked right back at her with a smile of her own, a look that made Moon Dancer's eyes widen and her own smile drop.

Then came a silent gasp as a giddy smile adorned her face.

She turned swiftly, the others following behind her as she cantered back to the cabinet that housed her suits.

"Okay, ah... f-for you, Rainbow, we'll need a suit that can fly— Ah ah, the Iron Mare armor's mine," Moon Dancer remarked with a cocky smile, catching Rainbow staring up at the suit. "Now let's see..." She turned back ahead, going through her mental checklist as she motioned to each. "There's the Eagle armor, the Supernova armor, the—"

"How about this one?" Rainbow pointed to the one that Moon Dancer was about to address herself: a long-sleeved, red and black flight suit, with a hooded cowl that slid over her face, and left space for her pony's mane to hang out and breath.

"The... Miss Mare-vell suit." Moon Dancer's hoof slunk back to the ground and she raised an eyebrow in Rainbow's direction. "Really?"

Rainbow shrugged, meeting her surprised stare. "Well... yeah. Why not?"

"I just... didn't think it'd be your style," she confessed, turning back to look at the suit just as Rainbow did.

"Are you kidding? It has a lightning bolt insignia on its chest, the design is pretty rad, and plus, I..." She looked back at Moon Dancer sheepishly, cocking her head with a slight smile. "Kinda dig the scarf."

"I always had a feeling that somepony would," Moon Dancer gushed, sharing Rainbow's enthusiasm.

On the far end of the other door, Spike stood with Twilight in order to help her decide.

"You should go with this one, Twilight. It's pretty awesome if you ask me. Its got these sweet..." Twilight slowly zoned out as she drew her attention to what Spike had pointed out to her. A steel-plated suit of armor, the mask and back of its head a simple grey, the eye lenses a dark red... "The outer plating and forelegs decked out in a sweet burgundy red."

She snapped back to reality just as Spike finished speaking... her ears flopping against her head and her body shrinking back, apprehensive. "I don't know, Spike. It looks a little... alien? Though... if it keeps everypony safe." Twilight considered it, then bravely stood up tall. "I suppose I'll—!"

"Ah, the Starlicorn armor!" Twilight and Spike turned to find Moon Dancer and Rainbow approaching them, Rainbow already geared up and in costume. "Somehow I knew you'd go for it, Twilight."

Moon Dancer's words were lost on the young unicorn however, as Twilight was memorized by Rainbow's appearance, and by how fast she got into it. Who else but Rainbow, she supposed, smiling fondly at how excited Rainbow seemed to be.

"What do you think, Twi?" Rainbow spoke out to her, brimming with pride. "Now the Hero of Ponyville actually looks like one, doesn't she?"

Twilight giggled, a little humored. "You've looked like one for a long time already, Dash," she insisted, causing Rainbow's smile to fall from her face and a faint blush to stain her cerulean fur.

"So..." Moon Dancer spoke up, stepping between them. "Ready to try them out?"

"For real?" Rainbow asked. "Sweet!"

Twilight nodded. "I suppose it wouldn't hurt..." She gazed back at the suit she chose, and went to grab it when its form suddenly retracted into the shape of a saddle.

Twilight gasped and dispersed her magic, taking a couple of startled steps backwards as the saddle fell to the floor with a heavy clank.

Twilight swallowed nervously, reluctantly turning to face the others, who were all deadpanning back at her. "Um... Sorry?"

"You didn't have to drop it, Twilight," Moon Dancer remarked.

"I didn't know what it was doing!"

She sighed, stepping forward. "It's fine, it's... fine. It changed shape because this suit is compact, the metal malleable. You basically wear it like a saddle and it grows around you, fitting your form. Here—" She set the armor over her back, sensing Twilight tense up a little as she did. "Don't panic."

The armor connected with her, molding around her with a series of quick clanks, the lenses over her eyes becoming bright red, the suit's ventilation kicking in once it closed over her lips.

Twilight breathed in deeply, feeling her nerves start to relax. She blinked several times, looking around... now seeing things in a whole new light. "Whoa..."

"Rad, huh?" Moon Dancer threw a foreleg around each of their shoulders, unable to suppress her grin any longer, a small squee escaping. Her horn sparked to life as she exclaimed, "Now let's cue the training montage!"


"Now, the suit has fine, thin-layered plating with a special, heat-dampening fiber, and rocket propulsion in all four of your hooves—designed mostly for stealth, with the ability to get yourself out of any sticky situation." The two stood facing the other in a forest just outside the city. "The key is to press forward into the ground as if you were about to leap high into the sky."

Moon Dancer knelt forward, then leaped high into the air in demonstration. "Now you," she said as she came back down.

Twilight's lips tightened as she gazed down at her hooves. She pressed forward into the grass, jump-starting the thrusters, and she leaned back, her hooves hurdling her into the trunk of a tree in a quick second... a groaning pain coming from behind her helmet.

Some leaves floated down as Moon Dancer ran up to her.

Twilight huffed as her helmet retracted to her neckline, gazing up at Moon Dancer unamused.

Moon Dancer herself shrunk back, smiling apologetically.

"I'll... just go see how Rainbow's doing."


"I'm ready to go, Moon Dancer!" Rainbow exclaimed, standing in the center of a clearing just outside the forest, just before a cliff. The pegasus stood up on her hind legs, taking a few jabs at the air. "Come on, I can handle anything you can throw at me—ow!" Rainbow fell back on all fours and rubbed her left cheek as the feeling of the light magical blast from Moon Dancer's horn caused it to go numb.

"What the heck, Moon Dancer?" she scowled.

Moon Dancer readjusted her glasses as she went on to explain, "Your suit has the ability to enhance your strength, durability, reflexes—even your speed—" A smile started to spread across Moon Dancer's face, quickly becoming an excited grin. "—allowing you to go up to three times your base level!"

Rainbow's face quickly came to match Moon Dancer's. "Awesome!"

"I know, right?"

"Now... what the heck, Moon Dancer?"

Moon Dancer backtracked, shying away and meekly bringing a hoof to her cheek. "Right... Well... t-the best part of all this is your goggles, as they have built-in precognition." She paused, then went on to explain upon seeing Rainbow's puzzled expression, "The ability to see things coming just as they're about to happen."

Rainbow's face lit back up. "Like foresight!"

Moon Dancer nodded. "Exactly! Now, the enemy may be adept at magic, or projectile usage. Your specialty being flight, you must be able to see these attacks coming, then be quick enough to dodge them."

"Alright, I get what you're saying." Rainbow grinned confidently, reentering her fighting stance. "Ready when you are!"

"If you say so..." Moon Dancer took on a stance of her own, crouching forward before firing off several rounds of magic in Rainbow's direction.

A couple moments passed after the final shot, and Moon Dancer simply stared, flabbergasted at her friend, now lying completely immobilized on the ground from her magic.

She walked up to Rainbow, shaking her head in disbelief. "Didn't you see a single one of those coming?"

"I did for a sec," Rainbow replied weakly, then paused. "I can't feel a thing..."

"Hm, must be a glitch in the goggles, making it come and go at random." She fired up her horn, lifting the goggles from her face, and looking them over. "I'll see if I can have it fixed real quick—"

"Check it out, Moon Dancer!" exclaimed a voice from the woods. "I think I got the hang of this flying mechanic!"

Twilight burst forth from the treeline doing a little spin as she rose higher into the air, when the thrusters in her hooves all of a sudden puttered out. Twilight's smile fell, as she felt gravity start to weigh in. "Oh horseapples."

Moon Dancer leaped back, narrowly dodging Twilight as she landed right on top of Rainbow.

She groaned, retracting the armor past her neck, and looking down to see what she had landed on. Whatever it was, it felt like... "R-Rainbow...?"

Her eyes grew big, finding herself lying on top of her girlfriend in heavy, potentially bone-crushing armor.

"Twi...?" Rainbow replied weakly, peering up at her. "Man... I didn't even feel that."

Twilight gasped. "Oh my gosh, this suit... I didn't... did I?"

"Urgh..." Moon Dancer's hoof slid down her face.


"So now that we understand that neither I nor you crippled Rainbow, let's continue." Moon Dancer paused, brandishing a sheepish, yet hopeful smile as she looked her in the eyes. "No hard feelings for causing you panic?"

Twilight said nothing, her eyes simply narrowing back at her.

"Right..." She chuckled awkwardly, deciding to just move forward. "Your armor comes equipped with some surveillance capabilities—including the ability to detect and evaluate threats, yadayada—but of course, to compliment this, the suit has its fair share of offensive capabilities as well, such as miniature blasters built into your foreleg sleeves which shoot heavily-condensed magical bursts— Think of them like having multiple horns. You just focus your magic through them and..." Moon Dancer's hoof slowly pulled away from her own horn, mimicking a small explosion. "Boosh."

Her hoof lowered to the ground, her lips forming a proud smile. "Stun magic, sleep magic, elemental magic—whatever spell you want to cast, this suit will multiply and amplify. Here, try them out on these."

Out from the bushes sprang crudely-drawn cardboard standups of timberwolves.

At least they were drawn well enough that she could tell they were timberwolves.

She engaged her armor, dislodging the blaster from her right sleeve with a flick of her foreleg, pointed it in the direction of the cutouts... then shot Moon Dancer in the head with a blast of knockout magic. Her forelegs wobbled for a moment before giving out, the mare falling onto her side in an instant.

"Hmph." Twilight retracted her blaster back into her sleeve.

"You're forgiven, Moon Dancer."


Moon Dancer let out a heavy sigh, gently massaging the side of her head as she stood before Rainbow. "Okay... for the sake of your fiancée not hitting me with another spell, please try and not get hit this time around."

"I'm ready this time, Moon Dancer!" Rainbow exclaimed. "Last time you caught me off guard, but not this time—whoa!" She barely had enough time to crane her neck to the left as a blast of magic whirled past the right side of her face, grazing her cheek. "Geez!"

"Enemies won't just announce when they're ready to go, Rainbow." Moon Dancer fired off a few more rounds, and like before, Rainbow dodged each one with expert precision. "I see the goggles are a lot more functional this time around," she remarked happily, igniting her horn.

She crouched forward with a daring smirk, before firing off a flurry of shots, each one proceeding the other.

Rainbow gulped.

I, I got this! she psyched herself up, and swerved her body around the incoming projectiles: left, then right... as if she were dancing around them. She ducked her head right as one grazed the top of her mane, then performed a somersault high up into the air... feeling the shots whiz past her as she gazed into the sun, unable to help but smile.

This... is so... aweso—!

Her eyes widened and her heart sunk, realizing the sun growing further and further away.

She hit the ground with a startled cry, her back left wing tingling all over.

"Almost, Rainbow. Don't try anything fancy, or you'll leave yourself open," chided Moon Dancer, coming up beside her. "You gotta keep your eyes peeled, understand?"

Rainbow groaned out in response, shutting her eyes, and banging her head against the grass in frustration.


Targets within her specs pinpointed every cardboard cutout stationed before her. Twilight smiled warily from behind her mask, dislodging both her blasters from her foreleg sockets and shooting out a wave of fireballs, nailing each timberwolf in its center. "Hmph. All four neutralized, or... at least as neutralized as cardboard can get," she mused aloud just as one sprung up beside her. She scrambled back, letting out a startled gasp and spraying out an unfocused burst of fire from her foreleg, roasting the cutout in its place.

It was then, as her heartbeat and breathing calmed, that she noticed it was a drawing of a pony.

"Twilight," Moon Dancer remarked, shaking her head as she chose to step in. "You have to watch what you're firing at."

Twilight glanced down in shame. "I know, I know, I..." She let out a sigh. "I got scared. It won't happen again."

The cutout disintegrated, reduced to a pile of ash.

Twilight stared down at the pile for a moment, then back up at Moon Dancer. "Was that a drawing of Lemon Hearts?"

"Nngh..."


"So Rainbow, since you've yet to test the flight aspects of your suit, and Twilight still needs a lot of practice in that field, I suggest the two of you fly together for a bit."

"Sounds good to me." Rainbow smiled over at Twilight.

Twilight nodded back at her, letting out a breath to calm her nerves.

She pushed into the ground before throwing herself forward... accidentally launching right into Rainbow.

They fell to the ground in a cluster, Moon Dancer staring at them with her mouth agape.

"Really, Guys?"

Rainbow was the first to speak, letting out a pained moan. "Okay... that hurt."

Twilight's helmet retracted, and she smiled apologetically down at Rainbow.


I can see each shot coming, and I feel lighter on my hooves... like I'm getting faster the more I move... Each moment's precise, perfect... She jumped into the air with an elated grin, her wings doing a little flutter. "Awesome!"

"Don't get too cocky, Rainbow," warned Moon Dancer, her horn charging up. Rainbow grinned in confidence, readying her stance as one single shot was fired at her directly.

Rainbow swerved to the side, but the magic stayed on her trail no matter the number of times she leaped backwards or to the sides of her. Crud! I... I can't shake it!

She looked to the sky for an easy way out, and darted into the air, the projectile chasing after her at an angle. She zoomed into the woods, flying up and over tree branches, and glanced back over her shoulder in time to see the projectile dissipate as it smacked into one of the branches.

Ha ha, yes!

Rainbow's face lit up gleefully as she turned to look back ahead.

She barely had time to react as she flew right into a large tree branch, it sending her spiraling to the ground below.

"Urgh..." She peered up with a pained expression, just as Moon Dancer came running over.

"That magic's a little more difficult to shake. You kept an eye on the projectile. Now you just need to keep an eye on your environment."

Rainbow gave her eyes a roll, before falling onto her back with a heavy sigh in defeat, forelegs sprawled out at her sides.

Moon Dancer meanwhile, stared down at her with a wry look.

Looks like I'm gonna have to rethink this...


"So!" —Moon Dancer clapped her hooves together— "Twilight, Rainbow... I think maybe I've been examining this all wrong. The two of you are always going to be by each other's side, right?"

"Right."

"Totally!"

Moon Dancer chuckled. "Then, in that case... Rainbow here has had some trouble watching both her back and the environment—"

"More like a teensy amount of trouble," she whispered to Twilight, who giggled softly in response.

"And you, Twilight," she continued, grabbing the unicorn's attention, "could really use somepony to remind her when and when not to shoot."

She gulped, shrinking back and let out a humorless chuckle. "Y-yeah, I... I guess..."

"So I thought, since the two of you will be fighting together anyway, why not have the two of you watch each other's backs!"

The two blinked slowly, then turned to face one another. sharing a nod in agreement.

"Let's give it a try!"


"Twi! Two o'clock!"

Twilight turned to face the direction, firing a beam squarely into one of the cutouts.

"Three more on your left!"

She turned her attention swiftly to the cardboard timberwolves, then leaped back into the air as she activated her boots, and fired three simultaneous shots, both from her horn and blasters.

She touched down wearily, heart beating wildly when she heard her girlfriend's panicked voice.

"Behind you, Twilight! Two more timberwolves closing in on an innocent pony!"

Twilight grit her teeth and whirled around, firing at both sides of the cutout.

Smoke simmered from the charred spots, before each fell over on either side of the pony figure.

"Nice!" Rainbow cheered.

Twilight breathed, forming a slight smile at the compliment.

"Not bad indeed, Twilight," Moon Dancer acknowledged from the shadows; "but let's see how well you improvise..."

A dozen more sprung up from under the surrounding leaves, forming a circle around her.

Twilight looked around her in a panic, her heartbeat quickening.

"W-what do I do, Rainbow? I can't begin to take them on without leaving myself exposed to the others!"

"Then you'll need to take them all out at once, Twi! Just wind up, and let loose!"

"What do you...?" It then dawned on her, and she smiled confidently. I get it...

She wound her body up, then rocketed into the air, unwinding and twirling her body around, releasing a flurry of shots that nailed every one of her targets.

She landed back on her hooves, each of her targets falling flat against the ground.

Rainbow galloped up to her, sporting a look of amazement. "Twi... that was amazing!"

"Truth be told..." Twilight smiled, feeling a little lightheaded as she stumbled back and forth dizzily. "It felt amazing."

"Well how about that..." Moon Dancer murmured, her eyes wide in astonishment. A growing smile tugged at the corners of her mouth. "We might just stand a chance after all..."


Rainbow dodged each incoming shot with pinpoint precision. The last shot passed over her muzzle as she fell back, using a foreleg to catch herself from falling flat on her back. She launched herself back up onto all fours, gazing back at Moon Dancer with a determined grin.

"How'd you like that?"

"Impressive, just like before, Rainbow Dash," Moon Dancer applauded. "Prepare yourself though, for now comes the homing shots."

"Then this is where you come in, Twi!" Rainbow turned to her with a trusting look.

"On it!" Twilight replied, springing into action. Luckily I've prepared just the spell...

Moon Dancer fired three consecutive shots at Rainbow, who shot off into the sky.

Twilight focused her magic. "Fool me once," she recited under breath. "Fool me twice."

Two translucent copies of Rainbow Dash appeared side by side of the real one—diverting Moon Dancer's magic, with two of the shots locking onto, and following the decoy pegasi.

I see... mused Moon Dancer, in slight awe; Twilight's freeing up Rainbow's concentration...

While the real Rainbow Dash continued her ascent upwards, the two copies steered off in opposite directions, eventually looping around, and heading towards one another on a collision course.

Rainbow herself smirked, slowing her descent before twisting herself around and diving back down at incredible speed, swerving past Moon Dancer's magic, which remained locked on to her rainbow trail.

She darted between her two lookalikes a second before the spell wore off and they faded into one another, all three of the projectiles colliding into the other, exploding like one great big firework.

Rainbow swooped down to the cliff side, planting her hooves firmly in the grass as she skidded to a halt.

She stood still for a moment as she collected her breath, all the while smiling triumphantly.

"That was awesome!"

Rainbow blinked—dumbfounded—believing she had just heard herself speak. She looked over at her girlfriend just in time to be greeted with a face full of purple, Twilight having run over and thrown her forelegs around her.

She pulled back, coming muzzle to muzzle with her, and grinning broadly.

"You were incredible up there, Rainbow!"

"Heh, well..." Rainbow averted her eyes bashfully, "Only because of you, Twi. Thanks for having my back." She looked back into her eyes, her cheeks sporting a faint red tinge.

"Anytime, Rainbow." Twilight smiled back at her sweetly.

Moon Dancer shifted her gaze away as the two closed in for a kiss, her mind slipping into thought.

Looks like there really isn't anything the two of them can't accomplish when they're working together...


"...See, it's all about balance, Twi. Like, how I need both of my wings to stay afloat, you'll need all four of your hooves to stay airborne."

"I understand that, Rainbow Dash. What I still don't entirely understand is how to move."

She wavered—like she were standing on ice—and flew forward suddenly, right into her girlfriend's chest... Rainbow catching her in her forelegs.

"I got you, Twi. Hay, at least you avoided knocking us both to the ground this time." She chuckled sheepishly, Twilight drawing her head back, and looking back at her unamused.

"Heh... R-right, well... don't worry, Twi. Flying's hard. Nopony's going to get the hang of it right away. Even I didn't, probably..." She looked off as her smile slowly fell, thinking back to her fillyhood.

"Rainbow—"

"But hey!" she exclaimed cheerily, getting back on track, "I'll be there to catch you when you fall, and besides... you'll be fighting from the ground anyway, right? For you, flying will only be a way out if you get surrounded."

"Well, I'd still like to get the hang of it, Rainbow."

"And you will! Luckily for you, you couldn't have asked for a better coach." She winked down at her.

Twilight giggled at that. "All right then, Coach... lead away."

"Cool! 'Kay, so... first thing's first, I'm gonna have to let go of you."

Rainbow went to do so, only to find herself stuck in place. "Mm?"

She looked down, and immediately deadpanned, realizing that her girlfriend's forelegs remained firmly wrapped around her own withers.

She turned back to Twilight, Twilight letting out a meek laugh in response. "R-right..."

Rainbow smiled, rolling her eyes before flying back several feet. "Just stay focused on your hooves, Twi! Then just think about which direction you wanna move in! If there's anypony who can multitask, it's you!"

Twilight swallowed nervously before nodding, breathing out to calm her nerves.

She closed her eyes and cleared her mind of everything but staying in the air, and after a couple moments, she felt as though she were actually walking on air.

"Great!" she heard Rainbow exclaim. "Now try moving. Just lift your left hooves to move right, and right hooves to move left. Lift a hind hoof to fly forward, and a front hoof to push yourself back."

Twilight did as she instructed, lifting her right hooves slowly, and guiding herself through the air. It, it's working... I can actually feel myself moving where I want... I—!

"Twi!"

Twilight's eyes blinked open right before smacking her side into the trunk of a tree, disrupting her concentration. Her rockets puttered out, and she fell to the ground with a panicked yell.

Rainbow winced, lowering herself to the ground before she and Moon Dancer ran up to check on her.

"Are you alright, Twi?"

Twilight in response, let out a groan, rolling over onto her back, and staring up at her two friends with a dry expression.

"Uh... maybe next time, try keeping your eyes open, Twi," Rainbow suggested. "It's only one more thing to keep track of."

Twilight pursed her lips, rolling her eyes in response.


Okay... Now I've got this...

Twilight swerved left, then right, keeping her eyes locked on her environment while at the same time, focusing on keeping herself afloat. She breathed out shakily, directing her attention towards her girlfriend, who nodded approvingly, as she hovered off the ground a ways away from her.

"You're doing awesome, Twi!" Rainbow called out to her. "Now try flying over to me, and I think we can call it quits for today!"

Twilight bit her lip, nodding her head softly as she pointed all four of her hooves behind her. Pouring all of her concentration into her hooves, she propelled herself forward.

"Whoa!"

Rainbow narrowly moved out of the way as she zipped past her, Twilight throwing her front hooves out in front of herself and leaning her body back, pulling back enough that the rockets came to a standstill.

She turned back around slowly, and smiled sheepishly at the other two before descending, setting her hooves back on the ground. Rainbow flew down right in front of her.

"Eh... good enough," she remarked with a teasing smile.

Twilight glared back at her playfully.

"I'd have to agree."

Twilight's expression softened up as both her and Rainbow's attention turned towards Moon Dancer as she walked up to congratulate the two.

"I'd say the two of you are as ready as you'll ever be."

A little bashful, Rainbow held a hoof behind her own head, while Twilight scratched her cheek meekly.

"You, you think?" she asked, averting her eyes for a second before straightening up, meeting Moon Dancer's gaze with an appreciative smile. "Thank you, Moon Dancer. At least now I feel a little better about this whole 'doom on the horizon' feeling."

Moon Dancer garnished a coy look. "Would you say you're... hooked on a feeling?"

Twilight dipped her head. "Urgh..."

Moon Dancer giggled behind closed lips, holding a hoof over them.


"In all the times I've dreamed of flying... I never imagined it'd be like this."

Twilight gazed down at her hooves.

"Really?" Rainbow teased, taking a light jab at her side. "You never factored in rocket boots?"

Twilight rolled her eyes. "I never fathomed technology like this could exist in our lifetime... Besides—" She shot Rainbow a sheepish look. "I always imagined I'd be using magic to fly."

"Well in some ways, you are. It's like Moon Dancer said: these outfits enhance our magic, so..." Rainbow looked back ahead. "I never imagined I'd be able to fly that fast..."

Silence set in between the two, with Twilight averting her eyes in thought, pursing her lips before shimmying closer to Rainbow. She brushed up against the pegasus, causing her to jump ever so slightly.

Rainbow looked swiftly to her right, in time to be greeted with her girlfriend's indigo mane, Twilight nuzzling up the side of her neck.

"I love you," she spoke sweetly.

"Uh..." Rainbow looked to her left, then to her right. "What?" she finally remarked, drawing Twilight's attention. "I mean, I love you too, Twi, but... what?"

Rainbow gazed down at her, bemused, causing her face to redden as she peered back at her innocently.

"I-I just feel like... I dunno, after everything that happened in the Everfree Forest, and finding out that everypony I know and love may be in danger, I... I guess I just feel like... like I've become a little too distracted—from you in particular. I mean, we're getting married in less than a month for Celestia's sake!" Twilight gazed down in shame, breathing out a sigh. She bit her lip. "I know it seems like I'm obsessing over all this, I mean... what if the Pony of Shadows doesn't show up, and Princess Celestia's head doesn't end up on a stake?"

"You were so sure she would show up though, Twi," replied Rainbow. "You were so eager to take her on—"

"Yeah... yeah, I know, I just... I guess that was all the adrenaline talking... To be honest with you, Rainbow, I'm... sort of dreading tonight."

"I can't blame you there, Twi... I think we all are, er—except maybe Moon Dancer. I think she's been itching for the opportunity to play hero."

Twilight lowered her gaze to her hooves.

"I just wish we could enjoy tonight... as a couple, you know?"

"I know, Twi... but if we don't stop her tonight, what's to stop her from going after more of your memories?" Rainbow gently lifted her chin with a hoof. "Don't worry, Twi... we just spent a couple hours training, and you'll be with me and Moon Dancer! We'll stop the Pony of Shadows... and who knows? We might even have time for a dance afterwards."

Twilight chuckled at that.

"I know we will, I just..." She smiled sheepishly back at Rainbow. "I worry, Rainbow. Maybe a little too much."

"No way, Twi! Thinking things through is good, and you have the most on the line, so..." She shrugged. "You can't always wing it like I do."

"Don't sell yourself short, Rainbow. Some of your best moments came from you just... winging it. You're right though... I'd probably just end up injuring myself way more often."

"Gee, thanks, Twi."

The two laughed as they turned back on ahead, gazing into the horizon.

Their smiles softened, as they reflected back on their day together.

"All this and it's still only midday," Twilight mused aloud. "We still have time to pick out dresses for tonight, and whatever else we'll need to get ready."

"Speaking of, guess we should probably get around to that, huh?"

Twilight sighed, nodding softly before looking off towards the city. "I'll go withdraw some bits from the bank." She paused, looking down at herself. "After I slip out of this armor," she added, meekly.

Rainbow smiled back at her, humored.

"Good idea."


"How's this?"

Rainbow grabbed a hanger between her teeth, removing it from the row of dresses they were currently browsing.

"Too gaudy," Twilight decided, with barely a glace.

"Okay..." A little perturbed, Rainbow put it back in favor of another. "How about this one?"

Twilight pursed her lips.

"Too expensive," she replied, this time giving it a little more thought as the dress was simpler, and seemed to compliment her girlfriend... until she noticed the price tag.

Rainbow's shoulders slumped as she stared back at her fiancée, exasperated.

"I mean," she continued in justification, "you're probably just gonna rip right out of it anyway the moment the first sign of danger rears its ugly face."

"You don't know that—"

"Yes, Rainbow... I do." Twilight sighed, and found one both beautiful, and cost efficient. "Why don't you go with this?"

Rainbow put the dress back, and turned with a raised brow to the dress Twilight now held suspended in her magic.

It was a simple dress, with a flared bottom, and a white sash around its middle. It was deep blue—only a bit darker than her ow cerulean-colored coat, and sported small, white sleeves.

"What can I say, Twi? I think I kinda like it!" A smile quickly grew across her face. "I mean, you're right; I probably am just going to... rip right out of it when the time comes, but ah... I'll feel kinda bad about it now."

She looked back at Twilight with a meek smile, her ears flattening.

Twilight returned the look with one of understanding, baring a warm smile. "Well, hay," she replied; "it's a small price to pay for saving Equestria. Maybe Princess Celestia will even reward you with a new one after the day is saved," she added with a sly wink.

"Maybe! Hey, so... What about you, Twi?"

"I think I'll just go with this," Twilight replied, holding up a red-layered dress, with orange and yellow-layered sleeves, a couple buttons down the middle. "What do you think?"

"Simple," she replied. "It suits you, a-and I mean that in the best possible way!"

She grinned sheepishly, Twilight slowly deadpanning back at her.


"Nice finds, girls!"

Moon Dancer marveled over their dresses, Twilight having laid them out before her on one the many lab tables. "I would say you cut it kinda close buying these hours before the main event, but hey! Better late than never!"

"It wasn't our fault, Moon Dancer—" Twilight started to explain.

"Yeah, I mean... we've sorta been busy planning a wedding," cut in Rainbow.

"No need to be so indignant, Rainbow," Twilight reminded her, "But she's right. Not to mention Princess Celestia sending us to investigate the Everfree Forest without a second's notice."

"Y-you're right." Moon Dancer flashed them both an apologetic smile. "S-sorry, Twilight, Rainbow... I, I wasn't thinking..."

"Oh, it's no big deal," Twilight replied, waving off her concern. "So, ah... May we see your dress, Moon Dancer?"

"Oh, you don't want to see that dumb old thing," Moon Dancer insisted, feigning a smile.

"If I didn't want to see it, I wouldn't have asked, Moon—"

Moon Dancer's smile fell.

"Urgh, fine! Here." She rolled her eyes, turning and using her magic to remove a sleek, short black dress, with a single shoulder strap, and flowing skirt from the labcoat closet. The dress itself was pristine, still kept in a translucent bag from the store. "Sorry, it's just... I don't get what the big deal is. Mom's all like, "You should wear something nice to the Gala," and I'm all like, "It's not going to matter what I wear," but of course you guys haven't met my mother. She's like, this huge fashionista and wants me to make an impression, but I was just like, "That's not who I am inside, Mom." I mean, I'm a scientist for Celestia's sake, not some royal snob." She sighed in exasperation, before noting the bemused looks on her friends' faces.

"Sorry..." She shied back, quickly coming to bear an embarrassed look. "I've never really gotten along with my parents. My sister is like, the only one who really gets me."

Rainbow turned her gaze away, exhaling a little snort at Moon Dancer's words.

"Hay, at least you have a mom," she remarked, the twinge of annoyance in her voice taking the other two aback.

"Rainbow..." Twilight's expression softened and her ears drooped, the unicorn reaching a hoof out for Rainbow's closest foreleg. "Moon Dancer didn't mean to suggest—"

Rainbow's eyes slowly widened as it dawned on her what she had just said.

She bit her bottom lip and tore her gaze away, feeling a sudden pang run across her heart.

"I... I-I know. I guess, I mean..." She began to turn halfway. "I-I'll be outside, Twi, sorry."

Before either had the chance to protest, Rainbow dashed out in the blink of an eye, leaving a rainbow trail and a few strewn papers, their manes blowing slightly in the residual gust of wind.

"W-what... did I...?" Moon Dancer blinked, turning to look at Twilight with a guilty conscious. "I said something wrong again, didn't I?"

"What?" Twilight's brow lifted. "N-no! No, you didn't, Moon Dancer, I..." She sighed, starting over a little more clearly. "It's just that... Rainbow's mother, she, ah... died... when she was just a filly."

"Died?" Moon Dancer only mouthed, regaining her voice long enough to stammer, "G-geez, I... w-why?" she asked. "I don't—?"

"Understand?" Twilight surmised, letting out a sigh. "I know. It... didn't make much sense to us either," she lamented.

"W-well..." Moon Dancer gulped, then paused as she thought it over. "There must have been a reason."

"There was," Twilight remarked. "It... just wasn't anything good, I'd bet."

Moon Dancer pushed her slipping glasses back up her muzzle. "Celestia..." she uttered under her breath.

"Yeah..." Twilight's gaze turned crestfallen. "Rainbow moved to Ponyville not long after, propping herself up so high that her past would never drag her back down again." She chuckled, gazing back up, and capturing Moon Dancer's eyes who took a step back, shaking her head.

"I... h-honestly didn't mean to suggest that I don't appreciate my mom, I just—"

"I know, Moon Dancer, and..." Twilight raised one of her hooves reassuringly. "I understand. Like... I appreciate and love the fact I have two parents, but my brother is the only one I've ever really felt completely comfortable around too." She cocked a dorky grin back at Moon Dancer, who smiled softly in return.

"Thanks, Twilight, though..." She looked past her. I feel like... like I should say something, she thought as her horn began to glow, before looking sheepishly back into Twilight's eyes. "I have something I need to take care of real fast."

Before Twilight could blink, she disappeared in a flash of light, reappearing outside the school with a stumble... and after a quick glance to her left, beamed, spotting Rainbow sitting on a nearby street bench.

She wasted no time galloping over to her friend, who remained lost in thought, mulling over something.

Rainbow heard the clip clop of hooves approaching her, and removed herself from her thoughts, glancing up curiously. "Moon—?"

Moon Dancer cut her off, clumsily rearing up on her hind legs, and pulling her forward and down a bit, embracing Rainbow around the back of her neck... leaving her with her chin resting over the unicorn's shoulder.

Rainbow's eyes darted left, then to her right a little uneasily... the embrace lasting an unbearable couple of moments in silence.

Rainbow had to break it.

"Um... why are you—?"

"Because nopony should have to go through what you did. That's why."

Rainbow's eyes widened a little. "O-oh, uhm..." That was why. She snapped back to reality, swallowing and blinking away a quiver that was beginning in her eyes. "T-Twi told you... huh?"

"Well, somepony had to explain why you left so suddenly." Moon Dancer nuzzled her dearly. "I'm really sorry, Rainbow."

"Hey, it's... I mean, you know... It's okay. It's in the past, right?" Moon Dancer pulled away, lowering herself back onto all fours. "So I shouldn't be dwelling on it."

Rainbow hopped down before Moon Dancer, soon finding her attention being drawn to Twilight's voice as she trotted up beside the two of them.

"Oh, I don't know, Rainbow," she said. "I think it's okay to dwell—so long as our pasts don't drag us down, that is." Twilight walked closer, catching Rainbow by surprise and leaving her breathless as she nuzzled the underside of her chin. "We learn from them, learn what it takes to avoid the same mistakes from happening again."

She pulled back, leaving her girlfriend stiff, her cheeks reddened, and turned to face Moon Dancer. "After all, that's a part of why we're doing this, isn't it? To make sure that a threat like this... Pony of Shadows... never arises ever again."

Moon Dancer nodded, smiling in determination. "True that. So then, we'll all reconvene at the gala, suited up, with our dresses serving as our disguises."

"Sounds like a plan!" Rainbow exclaimed, chiming in excitedly. "Aw yeah... The three of us, the... the Guardians of Harmony, ready to protect the good folk of Equestria from the... forces that, uh, lurk... in... the, ah... shadows?"

Rainbow grinned meekly as she finished, the other two staring back at her dryly.

Twilight brandished a sympathetic smile. "It could use some work, Sweetie," she said, reaching out, and setting a hoof on her foreleg.

"Hey, well..." Rainbow grinned back at her. "We're not exactly the Elements of Harmony yet... are we, Twi?"


"So, Spike, we'll be home late tonight—if the world doesn't end, that is."

Twilight stood with Rainbow by the front entrance to their tower foyer, fidgeting with her earring as she spoke, each of them outfitted in their disguises. It was later that day as Spike stood ready to see them off, the sun having only begun to dip over the horizon.

"Do you think it will?" Spike asked suddenly. "I-I mean, I know the armor's a precaution and all, but..." He bit his lip, holding his other arm as he averted his eyes in uncertainty.

"Don't worry, Spike. We won't let a thing happen to you." Twilight reassured him with a smile, combing a hoof across the spikes on his head. "Besides, if a Pony of Shadows does show up... me, Rainbow, Moon Dancer, the Royal Guard ponies, and Princess Celestia should be more than enough to circumvent a catastrophe. Though... we're hoping that none of them will have to get involved."

"Yeah, Spike!" Rainbow chimed up, hoping to cheer him up. "Come on, show a little faith! This whole thing will be over before it begins!"

Spike's lips tightened, his expression remaining less than convinced. "I don't know... I mean, I know you guys are strong and all... and I've even seen Moon Dancer in her Iron Mare armor a couple of times, but..."

"But what, Spike?"

"This Pony of Shadows... is targeting your memories, along with everything else... isn't she, Twilight? You mentioned it earlier, at breakfast... I didn't know what to say at the time, but... I don't want you losing your memories either, Twilight! I mean... what if you forget me?"

Rainbow and Twilight looked at one another, for a moment unsure of how to respond.

Spike... thought Twilight, turning back to her, and forming a tender smile. "I could never forget you, Spike... and if I somehow did, well... Rainbow would be there to remember for me. Right, Rainbow?"

Rainbow nodded assuredly. "Totally—!"

"It won't be the same!" Spike blurted, unconvinced. "Even... even if Rainbow tells you who I am... all you'll ever see is a dragon. You, Rainbow, Moon Dancer..." he continued with shaky breaths, "you're some of the only ponies to ever look at me like I'm one of you, and... if something happens to you guys... what'll happen to me? Where will I go? Who will I have? Y-you guys... you're my family! With... without you... I, I don't..."

Rainbow and Twilight's expressions slowly sunk at their friend's heartfelt confession.

"Oh, Spike..." murmured Twilight, cantering over to hug him, and even as she did, Spike continued to voice his concerns, becoming a little teary-eyed himself.

"A-and... and what if Rainbow forgets? Or, or w-worse? What if you—? You... could lose so much more than your memories, Twilight!"

Twilight nodded knowingly, her voice softening. "I know, Spike," she whispered, "and... I'm not sure if there's anything either of us can say to ease your nerves, but this... Pony of Shadows... said she'd come after the princesses, a-and everypony near and dear to me... and something about her, tells me that she very much will... It's unfortunate, Spike," she continued Spike nodding begrudgingly, "and we wish we could leave it to Princess Celestia, Cadance, and their guards, but if there's a chance they could fail, then... the Pony of Shadows will surely come for us next."

"It's like you said, Spike," added Rainbow, stepping forward. "We're a family, and we'd do anything to keep you safe... alright? We're not just fighting for Equestria, or for each other... but for you too."

"Rainbow's right, Spike... a-and besides! When I'm with my friends... I feel like there's nothing we can't accomplish."

"Then let me tag along!" Spike pulled back out of the embrace, insisting stubbornly, "I've said it before, Twilight! I'm not a kid anymore, and, a-and Moon even designed real-life fistigons for me that I could totally use to—!"

"How about this, Spike," Twilight proposed. "If things get out of hoof... we'll reach out to you... alright?" She smiled reassuringly. "You can be our contingency plan, if all else fails."

Spike smiled weakly back at her. "As long as I can be of use." He sniffled unwittingly. "I just hate standing by while the three of you risk it all for me... It makes me feel so helpless, so... so weak, knowing my closest friends are fighting a battle they might not return from, and it's all because of me..."

"Please don't blame yourself, Spike."

"You know... you can come with us, Spike," Rainbow suggested, much to Twilight's own ire.

"Rainbow... I really don't know if that's—"

"A good idea?" Spike surmised. "Probably not. If it'll end up being as dangerous as you say, then it's probably best I stay out of harm's way unless absolutely necessary—l-like you said, Twilight. I mean, I would like to go with you guys, but not if it means looking over my shoulder at all times."

Twilight chuckled softly, nodding in agreement. "Maybe next year?" she asked, hopefulness creeping into her voice.

"Oh, next year for sure. We can spend the whole night together even, so long as... you know." He smiled meekly.

"No cataclysms happen." Twilight smiled softly, her gaze shying away. "Right..."


The Gala was in full swing by the time Rainbow, Twilight and Moon Dancer arrived on the scene. Rows of ponies stood uniform to one another along the red carpet that lead to the castle, just waiting to get in.

The thunderous booms and crackle of fireworks sounded as they lit up the sky, and on the ground, festive lights adorned the trees. Roaming spotlights shone across the castle walls, and enormous pathway, making the Gala feel more like a fashion show, with the three of them feeling more like they were on the catwalk.

Twilight and Rainbow's eyes both lit up at the sight.

"This... looks... awesome!"

"If only we could enjoy it..."

The disappointment in her voice captured her girlfriend's attention, causing her to frown, and her ears to flop.

"Twi..."

She began to reach out to comfort her, when Moon Dancer spoke up.

"It's not exactly as fun as you'd think... just a bunch of socialites discussing politics, and classical music and fancy shmancy food. Take it from a pony who's been forced to come here year after year." She grimaced at the memory.

"Um, I like classical music," Twilight remarked, looking over at her a bit riled.

Moon Dancer rolled her eyes. "Yeah, okay, but when it's the only thing they play—!"

"H-hey, would you look at that! The line's moving pretty quick." Rainbow let out a nervous laugh. "So, uh... how 'bout we discuss our plans once we head inside."

Moon Dancer nodded. "Good thinking, Rainbow. I think I'll keep an eye on Princess Celestia—"

Twilight opened her mouth to interject just as Moon Dancer went on to explain, "She usually spends the first hour or so of the Gala at the top of the stairs, greeting ponies. A position like that, so close to the entrance... will no doubt leave her open to attack, I mean... our attacker could be in this very line!"

"Then we should stick together if that's the case," Twilight argued.

Moon Dancer shook her head. "The castle gate isn't the only way in, Twilight, and if we all stick together, then a lot of ground is going to go uncovered."

"Moon Dancer's right, Twi. I mean, she's way more experienced than either of us are, and the more ground we cover, the more likely we are to notice something strange."

Twilight looked between the two, her resolve weakening. "Okay... okay, I trust you'll keep the princess safe, Moon Dancer. I guess in the meantime, Rainbow and I will cover the ballroom, and outer gardens."

"And at the first signs of danger, we'll reconvene with each other as soon as possible."

"Sounds like a plan," they replied.

The three stepped hoof past the enormous castle doors, and into the entrance hall where the group's attention was immediately drawn to Princess Celestia, standing at the top of the stairs in all her radiance.

Moon Dancer brought a hoof to the side of her mouth, leaning in close to Rainbow and mentioning in a hushed voice, "You guys go greet Celestia. I'll hang out down here, keeping an eye out."

"Sure you don't want to greet her as well?" Twilight whispered back.

"I'm good. Remember, Twilight... I've been to this before. Besides, who's going to watch our backs, if we're all looking the same way?"

"Er, good point."

"Well then... I guess this is where we part ways, Moon Dancer," said Rainbow.

"For now, anyways," Moon Dancer agreed, and as she began to turn away, paused, looking back over her shoulder at them. "Remember, Girls, first sign of danger and we come looking for one another. Alright?"

Rainbow and Twilight nodded. "Right."

The two looked ahead of themselves, and continued moving as the line advanced.

Rainbow herself glanced around anxiously.

"I think Moon Dancer might have been on to something, Twi," she muttered softly, leaning closer to her girlfriend. "This place seems full of stiffs, I mean... where's the entertainment?"

"I think it's up to the guests themselves to make the most of their night here, and sort of find enjoyment in what they came here to accomplish."

Princess Celestia's eyes caught a glimpse of the two in line, and immediately grew a little excited, her mood brightening considerably. She waved goodbye to the last couple of ponies, then directed her attention to her two friends.

"Rainbow, Twilight!" the princess greeted cheerfully, "I'm so happy to see the two of you made it." She lowered her head to their level, telling them in a quieter tone, "Between the three of us, these galas are always so dry and dull."

Twilight's brow raised in surprise, while Rainbow simply snickered.

"I hope, now that you're both here, you'll be able to liven things up a little," she continued.

"Oh, n-no worries, Princess." Twilight shook out of her stupor, and with a determined look, replied, "We plan to."

A long, silent pause filled the gap between the three of them.

"Right, ah, well..." Celestia lifted her head, a bit puzzled. "If that's the case, then I'll have to send the two of you tickets to next year's as well."

"I don't know if I could handle more than one of these," Rainbow grumbled under her breath, before receiving a light jab to her side.

"What?" She turned to face her fiancée, a little sourly. "This seriously is a whole lot more elegant than I think either you or I thought it'd be. Like, I was seriously hoping, no matter how unlikely, for like, an indoor carnival or something."

Twilight's ears lowered, and her gaze switched between her and Celestia, cheeks reddening. "Rainbow..."

"Now there's an idea," Princess Celestia remarked, then reconsidered, putting a hoof to her chin. "I doubt the committee would ever agree to that though."

Twilight blinked, dumbfounded by her mentor's reaction. She was sure Celestia would have taken offense to the idea, but here she was, agreeing with her girlfriend.

She sighed and gave in, turning to face Rainbow with an apologetic look. "You're right, Rainbow... and I'm sorry. I was about to chastise you for being rude, but... we're all friends, after all, and... it's okay to speak your mind when you're with your friends." She leaned in and nuzzled Rainbow, cheek to cheek. "So long as it's not something horribly offensive. Then I'd have to chastise you."

Rainbow smirked, Celestia letting out a soft chuckle at the two.

"Well I'm glad to see that you're still learning from one another." Twilight and Rainbow pulled away from the other, nodding in affirmation. "And don't you two worry about... our friend from the Everfree. I have guards stationed at every outpost around the castle, and a dome around the city to sense, and keep out any irregular magic."

"What about my magic?" Twilight asked, out of the blue. She bit her lip and turned her gaze away. "I mean... It no doubt has some of my magic, and... it, it could use that to bypass its way through—!"

Celestia raised a hoof to her student's chin reassuringly, lifting her gaze to meet hers. "Your magic combined with this rogue magic is already sort of irregular... wouldn't you say, Twilight?"

Twilight smiled meekly back at her. "I... suppose it is, yes."

"Why, the only way it could get through would be if it... somehow burrowed its way beneath this very castle."

Celestia giggled at the implausibility, Rainbow and Twilight sharing a chuckle as well.

"Well, we're grateful for the precautions, Princess, really," said Twilight. "Though, I think we're already more than safe as is." Celestia raised an eyebrow at that, parting her lips to question why, when her student continued. "Well, I... I think Rainbow and I should get a move on. You have many more ponies to greet and we're only holding up the line. Come along, Rainbow," she beckoned, turning to her girlfriend, who cocked her head in response.

She nodded slowly, and the two continued on past where Celestia stood, Twilight looking over her shoulder for a brief moment, and raising one of her hooves midway in a goodbye wave before continuing into the castle.

Celestia looked back as well, before Twilight waved... shooting a suspicious glance their way.


Flash Sentry opened the door to his private corridors before slowly trudging his way inside. He removed his helmet and set it down at the edge of his bed, staring down at it in frustration.

He breathed out a heavy sigh, turning his gaze to his bedroom window.

So many ponies from all over come here hoping to make this their best night ever... and here I am, stuck on guard duty... I don't get it... Security was never this tight before. It's like Celestia knows something we don't... but what? A changeling invasion? An army of dragons? Man... I can't imagine...

He shook his head, deep in thought.

I should be down there, trying to find the one mare who's right for me... like that one purple mare... I wonder if she's even down there... He snorted. Probably not... Sure, he continued to lament, Shining Armor gets the night off, more than likely because he's dating Celestia's niece... The rest of us, though... I mean, it's not like we have a—

His room grew darker suddenly as the light that poured in from the hall became blocked by somepony, or something.

Flash spun around swiftly, confronting the figure.

"W-who's...?"

He eased up as he locked eyes with them, recognizing them as they took a step closer, their features becoming prevalent.

"You... you're her..."

"I sensed your ... resentment," the pony figure stating, coming closer.

His brow furrowed. "My... h-how—? Wait. Did, are, are you... reading my mind?"

"I simply felt what you were feeling," she replied matter-of-factly.

"I'm not sure I follow, but... if you can feel what I'm feeling..." He swallowed hard, heart beating faster. "C-can you feel what I'm feeling right now?"

"Confusion... apprehension... curiosity..." The mare didn't miss a beat, as she continued to list off the symptoms she felt. "More than anything, however... an unwavering attraction towards... me."

A faint blush filled Flash's cheeks as he steered his gaze away, stuttering, "Y-yeah... Hey, well... what can I say? I've never seen a pony like you before."

"It's those feelings that drew me to you, if I am to be honest."

"So you're saying...?" A hopeful hint crept into his voice.

"Do you want me?"

The sudden question sent his mind spiraling into a thickening fog. Feeling his consciousness slipping away, he struggled to stay focused on the question.

"D-do I...?"

A couple of hearts began to fill his eyes.

"Do you need me?"

"I... y-yes," he confessed longingly, falling head over heels for the mare.

She smirked.

"Then do exactly as I say..."


"Nothing yet..." Rainbow mused, glancing warily around the ballroom. "Hey, Twi?" She turned to face her. "You sure we're really in danger?"

"I'm certain of it," Twilight replied without hesitation, then turned to her girlfriend out of curiosity. "Why do you ask, Rainbow?"

"N-no reason, just... You heard Celestia back there. She said she had the whole place on high alert, and a dome around the whole city to keep out any irregular magic... I was thinking maybe Celestia really could handle the Pony of Shadows on her own."

"I would love to think so, Rainbow, but... this is the same entity that wormed its way into my dreams. If she could somehow do that, I don't think there's a place on Earth she couldn't break into."

"Right..." Rainbow's gaze sunk solemnly. "I guess we forgot to mention that to Celestia..."

"Hey, come on... It's like you said, Rainbow: this whole thing will be over before it begins. We'll be sharing that dance and drinking the night away before you know it."

Rainbow's head lifted, her gaze meeting Twilight's as her lips garnished a soft smile.

"Twily, hey!"

Twilight blinked, dumbstruck... her smile falling fast from her face as her ear twitched at the sound of the familiar voice. Shiny? was her first thought as she and Rainbow turned away from one another to confront the voice.

Her face lit up instantly.

"Shining!"

Her brother was dressed in his finest black suit as he walked up to them. "I never imagined that I'd be meeting you here, Sis."

Twilight blushed, shying away.

"How's my favorite little sister doing?"

She smiled, scuffing a hoof along the floor. "She's doing great. A little anxious, but..." Her gaze found itself drifting past Shining, looking over his shoulder to a second pony—this time to an approaching mare.

Her eyes twinkled, an excited grin parted her lips, and she let out a breathless gasp at who it was.

"Cadance!" she exclaimed, a little unsure of what to even say. "Oh wow, it, i-it's really you!"

Cadance lifted a hoof to her lips, giggling at the younger mare's excitement.

"It's nice to see you again too, Twilight," she replied.

Rainbow and Shining meanwhile, watched their respected partners without saying a word, happy for them.

"I... thought we'd never actually see each other again it's been so long," Twilight admitted, being the first to embrace her old friend.

"Right? It's like we've been trying to avoid each other."

"Well, I can assure you that that's not the case." She winked back assuredly.

As their dates continued to catch up, Shining looked away, drawing his attention to the rainbow-maned mare that currently stood beside his sister.

"You're that pony..."

His voice caught Rainbow's attention, and she turned to face him.

"And you're her... brother."

Twilight's ear twitched, and her brow lifted as she looked over her shoulder, silently cursing herself for being so forgetful. "Shining!" she exclaimed, taking a few steps back to stand beside Rainbow. "This is Rainbow Dash! She's... my, uh... g-girlfriend, and, ah..." She glanced away, sucking in a nervous breath and rubbing the back of her neck. "B-bride-to-be."

Shining had no reaction.

For a couple moments, Twilight waited with bated breath, but all she got from him was a single blink.

She bit her lip, fearing, as silly as it was, that the reveal had somehow short-circuited his brain.

"You're...?"

Shining's utterance snapped her from her thoughts, and she looked up at him in surprise.

"You're getting married." He raised a hoof slightly, pointing it towards Rainbow. "To her?"

Twilight sighed, bowing her head. "Yes, Brother, and... I know you never quite approved of this sort of lifestyle, but... Rainbow makes me happy. She's..." She searched around for the right words. "She's the rainbow that came and replaced the storm cloud that was once my life—"

A sudden, soft bout of laughter from beside her cut her off, Rainbow doing her best to stifle it. "Seriously." She shook her head, looking over at Twilight with a humored expression. "How do you come up with cheesy stuff like that?"

Twilight narrowed her eyes in response. "You're not helping. A-and you're cheesy too, Rainbow, don't forget."

Rainbow ruffled her feathers in slight embarrassment. "I was sorta trying to, actually," she whispered back a little sourly.

Twilight breathed out, turning back to face her brother.

"I love her, Brother, and... I want you to be happy for us. To accept us, and welcome us in as a part of your life."

"Awww..."

From beside Shining, Cadance sniffled, her eyes growing a little teary at the confession.

"I'm sorry, everypony, I just... get really emotional about this kind of stuff," she explained, fanning a hoof near her eyes.

Shining brought a hoof to the back of his neck, his gaze falling to the ground. "Well... you're my little sister, Twilight, so you're kind of backing me into a corner here. I mean, what kind of older brother would I be if I didn't accept your seemingly innocent, harmless way of life?" He smiled anxiously, glancing back up at her, whose own brow slowly lifted in surprise.

"I was wrong to have told you what I did when you were young, Twily," he continued, cocking his head and smiling at her, before looking fondly over at Cadance. "It helps being such amazing friends with a certain princess of love."

"As good of friends as you and Rainbow are, in fact," Cadance added with another wink, before leaning in and nuzzling his neck, working up to his cheekbone. "We've really learned a lot from one another."

Shining blushed, swallowing down a nervous lump in his throat. "Aw, come on, Cady..." His eyes darted back and forth in embarrassment, Twilight giggling softly at the affectionate display. "Not in front of my sister..."

"Big Brother always did get embarrassed pret-ty easily," teased Twilight, furthering the blush on his face.

Rainbow gave her girlfriend a bemused look.

"I'm not so sure he's the only one, Twi," she noted with a small laugh, triggering her girlfriend to tense up rigidly, finding it now her turn to get all red in the face.


The line into the gala progressed as normal, with the last of the ponies from all over Canterlot and beyond, filing their way into the castle.

Moon Dancer kept a careful eye on them as each of them eventually proceeded up the stairs to formally greet Celestia, as she watched inconspicuously from a short distance away, idly drinking a glass of punch.

C'mon... She impatiently tapped a hoof, downing the last of her drink, before setting it back on a passing waiter's tray. Why haven't they shown themsel—?

"Moon Dancer?"

Moon Dancer froze, recognizing the voice as she turned towards the source with a growing smile.

"Sis!"

Her older sister stood opposite her, dressed in a peach-colored dress, and wearing her auburn mane to one side, as opposed to the bun she usually kept it in.

They wasted no time in cantering over to, and embracing the other.

"I wasn't sure you were going to attend this year... but I'm so relieved you're here!"

Moon Dancer smiled, nuzzling her sister. "Same here, Morning Roast."

The two pulled away, taking a couple steps back from one another.

"So let me guess. Mom and Dad dragged you along, didn't they?"

Morning Roast shrugged. "Eh, they might have." She lightly elbowed her sister's chest, bearing a reassuring look. "Don't worry, I won't mention you're here."

"Urgh, thank you. I mean, you know I love them, I just... can't really stomach having to mingle with any more socialites. Tonight, especially..." Moon Dancer added quietly as an afterthought.

"I understand, but then... Why are you here, Sis? I mean, no offense, I just..."

Moon Dancer waved her hoof assuredly. "No no, I, I uh... came here with some friends, so..."

Her sister cocked her head. "You mean those ponies from Celestia's school?"

"Who? You mean Lemon, Minuette and Twinkle?"

"If they're the ones with pink and blue manes, then yes." Morning Roast put on a sheepish expression. "Sorry, you just... never really mention your friends."

"Y-yeah," Moon Dance agreed, letting out a humorless chuckle. "That's sorta my fault..." She anxiously rubbed the back of her neck. "No, I ah, came here with a couple of other ponies, actually."

Her sister's face instantly lit up in interest. "You made other friends?"

"Er... y-yea—"

"Oh, Moon! I'm so happy for you!" She came forward, squeezing her in a tight embrace. "They're good ponies, right? They didn't leave you here all by yourself, did they?" She pulled back, her face bearing a concerned look. "You must introduce me, and not just because it would kill some time!"

Moon Dancer chuckled at that, wriggling her way out of her sister's embrace, and taking a second to adjust her glasses.

"They're good ponies, Morning—and no, they didn't leave me high and dry. I've, uh... actually been waiting for the chance to ask our princess something," she informed her, turning her attention back to the top of the stairs, where her eyes suddenly widened.

Celestia was waving goodbye to the last couple of ponies before turning away, proceeding down the corridor to her right, and disappearing further into the castle.

"Really?" Morning Roast turned her gaze suspiciously, looking where her sister was. "Well it looks like you may have just missed your only opportunity—unless you can somehow talk to her in private, that is." Softly shaking her head, she turned her inquisitive gaze back towards her sister. "I don't understand it, Moon. Why didn't you just ask what you wanted when you were in li...?"

"Sorry, Sis!"

She heard her sister's voice call to her, and turned to see her now running off towards the stairs. "It was great seeing you again, but I gotta catch up with Celestia before it's too late!"

Morning Roast reached a foreleg out after her sister, but it was too late.

Her younger sister was already halfway up the stairs.

She pursed her lips as she drew back her foreleg, staring bewilderingly up at her sister.

What are you up to, Moon...?


Cadance lifted a hoof, waving them goodbye. "We'll be around if you need us, or if you'd like to talk some more."

Twilight nodded, returning a smile before turning and walking away with Rainbow in tow.

"You know, we should tell her," Cadance remarked, only for Shining to shake his head.

"We should, but..." He turned to her with a reassuring smile. "Tonight is their night, and... we shouldn't make it about us." He closed his eyes and softly nuzzled her cheek. "We'll tell her about our engagement when the time is right."

The sound of music filled the ears of everypony in the ballroom, capturing Twilight's attention in particular. As she and Rainbow approached the punch table, she mused aloud, "Looks like the gala's officially starting..."

"Looks like it," Rainbow replied, her mind focused elsewhere. "Do you think this place has cider?"

Twilight rolled her eyes, turning to deadpan at her fiancée.

Rainbow stared back, shrugging her shoulders innocently. "What?"

"We're in danger, and you're talking about getting drunk?"

"N-not drunk, just... y'know, enough to take the edge off."

"Then try this." Twilight nodded towards the punch bowl, drawing her girlfriend's attention. She took the reigns, pouring the pegasus a glass with her magic, before levitating it over to her. "Pretty sure this isn't ordinary fruit punch."

"Heh..." Rainbow flashed her a quick, appreciative smile, taking the glass in her hooves. "Thanks, Twi."

Twilight nodded, proceeding to watch her girlfriend gulp down the drink and quickly finding herself caving in. "Hay... who am I kidding?" She quickly downed a glass herself, then set it down with a shaky sigh.

Rainbow raised an eyebrow back at her.

"Twi, are... are you alright?"

"I'm good," she assured, "I'm good... You're not the only one who could use some liquid courage right about now..."

Rainbow nodded softly in understanding, her expression becoming pensive. "Like, the gala's already begun. Everypony's here, and if that includes the Pony of Shadows, then... why the hay hasn't she shown herself?"

"Not to mention we haven't seen Moon Dancer since we went our separate ways..."

Twilight looked off in the direction of the entrance hall in thought. "Wonder what she's up to..."


I hate having to lie to my sister, but if she knew what we were up to... what we were trying to stop... Moon Dancer thought it over in her head. Well, even I'm not all that sure... The death of Celestia? The destruction of Equestria? The loss of my friends' memories? Whatever it is... Morning would probably say I'm in over my head. She'd tell Mom and Dad out of fear for my safety, and they'd probably try and confiscate my armor, my inventions...

She ducked beside a wooden cabinet, peering out from behind it with a narrowed gaze.

She'd tell me to leave everything to the guard ponies, and that this isn't my problem... but that's not what friends do! Twilight and Rainbow, they... came to me, they're... actually counting on me! They believe in me... and maybe after tonight, so will Celestia...

Celestia reached the end of the hall, and turned the corner, cuing Moon Dancer to leave her hiding spot and give chase after her when two guards all of a sudden rounded the corner.

Moon Dancer froze in her tracks, her heart skipping a beat.

C-crud! she feared. Nowhere to hide!

The guards approached her as she clumsily stepped out of their way, thinking up an excuse on the fly.

"B-boys! Am I glad to see you! Like, it's my first time here in this, like, totally dank cit-ay," —She allowed her voice to drone on in a drawn-out, nasally tone— "and I'm just like, so totally clueless as to where..."

The two guard ponies walked by her... leaving her at a loss for words.

Oddly, they didn't even so much as glance in her direction, instead carrying on as if under some sort of spell.

"Um, okay...?"

She furrowed her brow, tilting her head back at them.

Maybe they're on lookout as well, she supposed. Which reminds me... She whisked her head around as the realization struck her. Celestia!

She put her thoughts of the guards aside, and spun back around, continuing after Celestia.

Creeping around the corner, she backed up onto her hind legs, hiding behind an alabaster pillar and craning her head far enough forward to catch a glimpse of her old teacher proceeding down the hallway, completely unharmed.

She smiled softly, relieved by the sight.

She dropped onto all fours, and lifted a hoof to take a step forward out from the pillar... when she felt somepony's presence creep up behind her.

A presence that sent a chill down her spine.

She turned her head partway. "Wha—?"

Before she could properly react, a blow to the back of her head sent her reeling to the ground. She collapsed, barely able to keep her eyes open, feeling her consciousness starting to fade.

"I'm sorry," her attacker said, in a voice so hauntingly familiar, yet distant at the same time. "But I can't have you getting in my way."

Her body was coated in a crimson aura, and lifted from the ground.

The last thing Moon Dancer heard before falling unconscious was the sound of a door clicking open, and her body gently being set down, before the door then clicked shut.


"Well, isn't a surprise!"

Twilight jumped at the voice, turning rigidly to greet her parents as they walked up to both herself and Rainbow.

"M-Mother!" she exclaimed, sporting a painfully-forced smile. "F-Father!"

Her panicked gaze switched between the two. "Wh-what're the two of you doing here?"

Rainbow walked up beside her girlfriend, completely oblivious to her distress.

"We've been coming here for the past several years, Honey. Sorry we never told you this, but we just figured it wasn't really your thing."

"Well, I know it isn't my thing," joked Rainbow. "Hey, Twi's folks. It's good to see you."

Twilight shot Rainbow an exasperated look, going unnoticed as her parents switched their focus over to her girlfriend.

"Same goes for you, Rainbow Dash," Night Light said. "Yeah, we figured as much when we saw Twilight earlier, walking by herself—"

Wait... Twilight blinked, paling at her dad's words. W-what...?

"—We tried calling out to you, Twilight, but I guess you didn't hear us. We turned to look at each other for a second, and when we turned back, you were gone!"

Rainbow's smile quickly fell, and she turned worriedly towards Twilight, feeling a chill run down her spine.

"But I've been by her side this whole time..."

"Really? That's strange... Eh." Twilight Velvet shrugged it off. "The important thing is that we're all together n—"

"I'm sorry, Mom... Rainbow and I need to go."

She turned away without another word, leaving Rainbow looking over her shoulder, trailing her for a moment before turning back to address her girlfriend's parents.

"Sorry, Guys. Twi just remembered there's someplace we need to be, and—"

Twilight's aura lit up around her, dragging her along.

"If you see somepony who looks like Twilight, d-don't go near her!"

She disappeared into the crowd along with their daughter, leaving the two of them dumbfounded.

They shared a look, both thinking the same thing.

"Well that was strange..."


Twilight stepped out into the pleasantly cool nighttime air, followed closely by her girlfriend. She stood visibly shaken, her mind in a million different places at once.

Rainbow ears flopped as she watched the pony she cared for so dearly in so much distress.

Okay, so the Pony of Shadows really was here, disguised as her girlfriend no less, and skulking about... They had prepared for that, or so Rainbow had thought.

"Twi...?" she tentatively spoke, cautiously walking up beside her. "Are you...? I mean, is everything...?"

Twilight clutched her foreleg and shook her head.

"My parents are here, Rainbow."

At this, Rainbow broke out into a soft grin. "Yeah, I know. We kinda just—"

"That isn't what I...!" Twilight huffed angrily. "My parents are here... and so is the Pony of Shadows."

"And you're worried that they might get caught in the crossfire... I see."

Twilight chewed her lip, averting her eyes.

"I mean, my brother, and Cadance... they can hold their own. Princess Celestia herself said that they were probably going to be here anyway. But, my parents..."

Rainbow came up beside her, putting her foreleg around her, nuzzling her tenderly. "They'll be okay, Twilight. We'll stop the Pony of Shadows before she can—"

Twilight pulled away from her. "She's disguised as me, Rainbow!" she exclaimed, exasperated. "My parents almost fell for that disguise! She's using my image to get to those closest to me!" Her shoulders drooped hopelessly, her girlfriend's spirits lowering with every word. "Maybe even the princesses," she lamented, turning woefully towards the castle exterior. "Oh, where is Moon Dancer? Has she not noticed anything out of the ordinary?"

"Maybe she's looking for us," Rainbow supposed. "Can you try sending out a signal—maybe some sort of beacon, o-or firework?"

"It's no good if she isn't near a window, or out on some balcony..." Twilight tched as she shook her head sorrowfully. Her heart sunk as her voice steadily grew quieter. "If Moon Dancer, or Princess Celestia are in danger, because of some being wearing my face no less... I'll never forgive myself so long as I remember."

Rainbow rolled her eyes.

"It isn't your fault, Twilight." Her voice took on a more serious tone. "Something grabbed you, manipulated you, and took advantage of your magic. Now it's our job to teach 'em that you're not one to be messed with. Now, come on." She tapped her fiancée on the foreleg, flashing her a determined grin. "Let's look for them together!"


Celestia stepped out from her room, shutting the door behind her with a dreadful sigh.

I wish I didn't have to go back out there... I wish I could just... sneak away and spend the night in Sombra's world... Oh, but the committee would wonder where I went, and I'd never hear the end of it...

She shook her head, averting her gaze as she began walking, slipping deeper into thought.

Can't tonight be the one night where we forget politics... and just have fun? It's already enough that we have Luna's impending return on the horizon, but now this new threat that has us all looking over our shoulder, plotting who knows what...

Celestia rounded a corner, narrowly avoiding walking into her faithful student as she came towards her, seemingly from out of nowhere.

She stumbled backwards in surprise, smiling in relief once she realized who it was.

"T-Twilight! Hello! I take it you and Rainbow are enjoying yourselves?" Her head cocked. "What happened to your dress?"

Twilight peered down at herself, then back up at her mentor.

"Your feelings lead me to you," she replied, then bowed her head, bangs obscuring her eyes. "After all this time," she murmured, horn sparking to life.

Caution set in as Celestia furrowed her brow, tentatively leaning in closer, down to her student's level. "Is something the matter, Twilig—?"

A sudden weight on her heart cut her off, her eyes only widening before wincing as her forelegs trembled.

"You're n-not... T-twili-ight."

"Really?" The impostor grinned. "What was your first hint?"

Celestia's legs gave out, and she collapsed on her side, her breaths growing shorter... her insides feeling more and more inflamed by the second.

She cringed at the feeling of the unicorn's magic crawling around inside of her veins, slowly but surely impeding her own healing magic.

"W-what... i-is this...?"

"The Crystal Heart spell, combined with my very own dark magic."

"T-the... the Crystal H-Heart spell? That only re-reveals itself—"

"When a future leader realizes what their biggest challenge will be? Well, traitor... my biggest challenge was revealed to me a long time ago, and now this spell is helping me only to overcome that challenge."

Celestia grimaced before glancing up at the young unicorn warily, weakly muttering, "W-who are—?"

Her attacker sneered down at her, bearing the most evil expression.

"Your guests will be expecting you soon... I guess I will greet them in your steed, as their new, true empress of this land. But first... there's still a pony whom I must defame first."

"If you're referring to Twilight...! You'll have to do so... over my dead—!"

"That won't take very long—"

"You there!" came a male voice. "Halt!"

Twilight's impersonator glanced up, picking up on the voice and slinking quickly into a smoke cloud that slunk down the hall.

"Princess!"

A young pegasus guard knelt down beside her, taking in her weakened state, before lifting one of his princess's forelegs up over his shoulder, and assisting her to her hooves.

Princess Celestia peered over at the guard pony through a pained expression, her gaze squinted. "Fl... Flash...?"

The young stallion nodded, looking on ahead with an unflinching gaze. "It is alright, Princess. The castle infirmary is not far from this hall. We'll get you the help you need." A pink gleam shone across his half-lidded eyes. "You won't die tonight... not on my watch."


"Uh, Twi...?"

Twilight turned to see her girlfriend sporting a puzzled expression, pointing her foreleg in the direction of a couple approaching guardsponies.

Whoever they were, they were walking right towards herself and Rainbow.

"Um..." Twilight stepped forward, furrowing her brow as she maintained a polite smile. "Can I help yo—"

One of the two unicorn guards withdrew his weapon—a spear—with his aura, and turned it on her.

Twilight let out a startled gasp, stumbling backwards, eyes wide as the weapon narrowly avoided her, instead cutting one of the buttons on her dress loose.

Rainbow was shocked by the action herself for but a moment before darting in front of Twilight and taking a defensive stance.

She glared at the two, but bewilderingly, they seemed to stare right through her, their focus locked on her girlfriend.

Rainbow's wings ruffled. "What in the hay is wrong with you guys?"

"She is the spark that will unite the six," they recited in unison. "She must be captured, so says our future empress."

Rainbow eased up for a moment, taken aback. "Are they talking about—?"

"The Elements of Harmony..." Twilight murmured in realization.

She shook free from her thoughts, telling Rainbow, "The Pony of Shadows must have them under her spell! We can't hurt them—!"

The other stallion's horn ignited, and a pair of cuffs materialized around her front hooves all of a sudden, cutting her off mid-sentence.

"R-Rainbow!"

Rainbow looked back at her in worry. "Twi!"

She tched, turning back around and staring daggers into the two guards. The one directly opposite her wound his spear back, before drawing it forward again, in a swiping motion.

Sorry, Twi.

As Twilight worked to undo the spell with her own magic, Rainbow splintered the guard's spear with one swift kick, before grabbing half of it in her hoof and using it to sweep the guards off their hooves.

"Rainbow!" Twilight cried out, grabbing her girlfriend's shoulder.

"Twi?"

"I said not to hurt them."

"Yeah, hay, well... I'm sorry, but they were gonna—"

Twilight's brow lifted, watching as the two guards regained their footing.

Her armor expanded, traveling down her foreleg and around her hoof.

She lifted it quickly, and shot a beam at the two, knocking them both out cold.

As they fell to the ground in a heap, Rainbow shook out of her stupor and turned back to look at Twilight... her startled expression quickly turning wry.

Her eyebrow piqued.

"You were saying?"

Twilight shrunk back, letting out a meek laugh as she retracted her hoof.

"Well, they are royal guards. I'm sure they'll walk it off... And just in case they get up again..." Twilight fired up her horn, conjuring up a net over them, and pinning it to the ground. "That should last for at least a couple hours... Now then..."

She and Rainbow looked at each other, when it suddenly dawned on them.

"The princess!" they both explained.

"If the guards are under the Pony of Shadow's control," fretted Twilight, "then that must mean Moon Dancer and Princess Celestia really are in danger!"

"Then what are we waiting for?"

Rainbow grabbed at her dress with her teeth, about to tear into it, when she felt a sudden tug on her back, and cocked her head curiously to see Twilight's magic undoing the back of her dress. She winced in displeasure as it was then pulled over her head, and was forced to raise her hooves up off the ground as it was then pulled down her forelegs and free of her body, before being draped over the railing of the garden terrace where they currently stood.

Twilight then slipped out of her own dress, causing Rainbow to pause and deadpan.

"Really? Our friends are in danger, and you're—?"

"What? We're going to need something to wear once we're all said and done. You promised me a dance after all!" she remarked, nudging her girlfriend's side and smiling at her briefly before blasting off, her armor expanding up to her neckline.

Rainbow watched as her girlfriend flew off in the direction of the nearest castle doors, and smiled before crouching forward and dashing up into the air, catching up with her in no time.

They set down in front of the large castle doors, and rearing up on their hind legs, placed their front hooves against the two doors.

"Ngh... come on..." The two continued to push and push, but either door refused to budge an inch.

"Rrgh... It's no use!" Twilight grit her teeth, slamming her hooves one final time into the door, a loud metal clunk reverberating through the air.

As she fumed out, her ears twitched at the reverberating, metal sound, and as she set down on all fours, lifted her right hoof... all of a sudden feeling like such a scatterbrain.

"I'm wearing magically-enhanced armor equipped with blasters," she muttered under her breath. "Right..."

"Twi?" Rainbow turned to her quizzically, tilting her head. "Did you say something?"

"N-nothing!" She replied innocently, before adding in a low murmur, "Just berating myself..."

Before Rainbow could question her any further, Twilight leaped into the air, aiming both her forelegs at the door.

"You may wish to get clear, Rainbow," she warned, closing her eyes and bowing her head as she ignited her horn.

Rainbow gulped, nodding her head before hightailing it into the air just as the doors were blown wide open.

Rainbow merely stared, mouth agape as the smoke cleared. Twilight, who hovered beside her, opened her eyes, and stared wide-eyed at the doorway.

"Whoa..." they both uttered.

Twilight looked over at Rainbow. "Think Princess Celestia will understand?"

Rainbow stared back at her dryly, eyes narrowing. "I think we should make sure she's still alive, Twi."

"Heh." Twilight shrunk back, smiling meekly. "R-right..."


"Did you guys feel that?" Lemon Hearts asked as she turned to her fellow friends, all of whom shrugged it off.

"It was probably just a tremor," Twinkleshine suggested, thinking nothing of it. "We get those, right?"

"Beats me," Minuette remarked with a simple shrug, when the sight of somepony stole her attention. "Is that the princess?"

"It is!" Lemon agreed. "Guess it's about time she made her grand appearance."

Her brow crinkled in slight worry. "Is it just me though, or does something seem off about her?"

Her friends nodded softly, supposing she had a point. The princess did indeed seem beside herself—like something was troubling her mind. Whatever the case, Twinkleshine's brow furrowed in scrutiny.

"It... sorta looks like she's trying to grab everypony's attention—"

"Would everypony listen to me!"

The music stopped abruptly, the booming voice echoing throughout the massive chamber. The exclamation stirred a few gasps and made a few ponies jump from their skin as every head in the room turned to face their enraged princess.

"Celestia...?" Shining questioned, exchanging a worried look with Cadance.

"Princess?" Twilight Velvet wondered, still reeling from her ruler's sudden outburst. "What in the world...?"

"I knew our daughter was prone to losing her temper," her husband uttered in disbelief. "But..."

Minuette's ears flopped. "That didn't sound very princess-like..."

"Ah-hem... Now that I have your attention..." Celestia straightened up, announcing grimly to her crowd of loyal subjects, "An attack on my life was made tonight... and my student Twilight Sparkle is unfortunately the one to blame."

The room went deathly silent for a long moment before hushed whispers and questions once again began filling the air.

"Twilight? Twilight Sparkle? But she's the princess's prized student, is she not? How could she commit such a treasonous act?"

"There's no way one of the princess's own students would ever try something like that... would they?"

"Has she not been captured? I-is one of us going to be next?"

"W-what's going to happen now?"

From the opposite side of the room, Cadance watched with tearful eyes, bringing a hoof to her mouth in horror.

"I... I can't believe..."

"That isn't Celestia, Cady. It just... can't be..."

"I know, Shiny... but... whoever that is... d-do... do you really think—?"

Shining shook his head, keeping a sharp eye on their supposed princess.

"I don't think even Twilight is strong enough to take on your aunt. Still... this impostor must have incapacitated her or something, because otherwise... where else would she be?" He glanced around warily, noticing guard ponies filing in, seemingly positioning themselves at every entry point, and lining the walls of the ballroom. "Cady, I... I think whoever that is has the guards under their control. When the opportunity presents itself, I want you to go find her."

"What? B-but, there's no way you can take on all of these—!"

"Ponies, ponies, please... I see you're all distressed. I too, am heartbroken, for it would seem that over the past year, my pupil had grown to resent me, and has secretly been planning to overthrow me... She had grown sick of my teachings, and figured she could do a better job at ruling Equestria. Why else do you all suppose she would make friends with that uncouth pegasus?"

"But, Twilight, she... never seemed like the resentful type..."

"And... Rainbow, was it? She never seemed like the type to lead somepony astray..."

"Guess it goes to show that you never truly know somepony?"

"This pony corrupted my student's mind, spurring her to experiment with dark magic, and twisting her thoughts and resentment towards me into a sinister plot. The darkness has too great of a hold on her now, and I'm afraid that her mind is just too far gone at this point... I-I'm sorry, I..." She sniffled, stopping for a moment to dry her eyes.

"G-Guards!" one gentlecolt demanded, turning to those nearest to him. "Find and arrest those traitors this instant!"

Not a single guard budged from their positions however, instead standing around as if in a trance.

"Did you hear me? I said—"

"They answer to me, I'm afraid," Celestia informed him in a rather grim tone as she regained her composure. "They've agreed to work with me to root out these... traitors, and until we do, have agreed to keep this entire room on lockdown—"

"Enough lies!"

Celestia's eyes slowly widened. That voice...

One brave pony, Twilight's very own father, stepped forth from the crowd to confront her.

"My daughter, nor Rainbow Dash would ever try and take a life. Especially the life of somepony whom she's adored and looked up to her whole life. She's never once held any ill will towards the pony you claim to be!"

"And since when has my daughter ever been the jealous type?" his wife added, coming to stand beside him. "Maybe Twilight has always wanted something more, but she's never been the type to try and rip it away from others!"

"And how do we know what you said about Rainbow and Twilight is even true?" Cadance chimed in angrily, before her supposed aunt could get a word in edgewise. "You've shown us no actual proof, a-and Twilight and Rainbow are some of my dearest friends, and... and I trust them with my life! I have complete faith that that those two would never conspire against my aunt, and if none of you believe me, then... t-then you'll just have to lock me up as well!"

"That goes for me too" Shining declared, taking a stand beside his fiancée. He smiled over at her reassuringly, taking her hoof in his.

Celestia's expression grew serious, as she glared back at her niece. "The guardponies can back me up—"

"Then why won't they speak?" Shining shot back. "Why won't they confirm what you're telling us, and instead stand around like they're under your spell?"

Murmurs of agreement traveled through the crowd.

"It's true that you may never know what a pony is truly like, but over this past year, Twilight has been nothing but kind, and a friend to everypony!"

"She's wanted nothing more than to be accepted!"

"She's always been happy for others!"

"She'd never take another life, no matter how much she resented somepony!"

"Speaking of... If Twilight and Rainbow Dash really are innocent, then where the hay are they? Surely Rainbow would attest to that!"

"We're right here!"

Celestia glowered in the direction the raspy voice had originated from. Where there had once stood guards, now stood Rainbow Dash and Twilight Sparkle, fully suited up with a couple of guards passed out at their hooves. Twilight smirked, holding an outstretched hoof towards her supposed mentor, while Rainbow craned her neck to the side, grinning cockily.

"Sorry we're late," she spoke. "We ran into a bit of resistance along the way."

I knew it, thought Night Light and Twilight Velvet watching as their daughter and daughter-in-law stepped into view, relief seeping over them.

"Yes!" Minuette cheered, pumping her hoof. "I just knew my friends weren't evil!"

Twinkleshine and Lemon Hearts deadpanned back at her.

"What?" Minuette met their dry expressions with a blank stare. She shrugged her shoulders. "I meant Twilight and Rainbow! Not you guys."

Tch... Celestia back up a bit, gritting her teeth.

"Twilight! Rainbow!"

Shining and Cadance ran up to them, their expressions a mix of relief and curiosity as they noticed their... unique outfits. "What are the two of you—?"

"Never mind that!" Twilight stared ahead, unflinching... her gaze fixated into a glare. "What's important, is that that isn't Princess Celestia!"

"Rrgh... Guards! Seize those tw—"

"That's enough out of you," Twilight growled out, and fired a beam directly through her mentor's chest, leaving a gaping hole in her chest cavity, with her wafting, smoky innards exposed for the whole room to see.

Some ponies gasped, some all of a sudden felt nauseous, and others were left too stunned for words.

Celestia's impostor glanced down at the hole itself as it quickly filled back in, then back at the crowd with a slight look of annoyance. She pursed her lips. "Well, that's unfortunate."

Twilight, Rainbow, Shining and Cadance all readied themselves, preparing for her to attack.

"I had hoped to usurp Celestia's throne, and rule over this world peacefully... but that no longer seems like it's going to be possible." She lowered her head in dismay, letting out a dreary sigh. "Very well... Guards," she commanded, in a voice lacking any sort of emotion, "restrain everypony here. If anypony tries to resist arrest, kill them."

At their princess's behest, the guards all sprung to life, brandishing their weapons and moving in the direction of those nearest to them.

The Pony of Shadows lifted her evil gaze, smirking back at the four, who all proceeded to look around them warily, guards approaching them from every angle.

"Shining... e-everypony..." uttered Cadance, ears lowered as the four of them slowly backed into the other. "What do we do?"

Shining mulled over their options. "Looks we don't have any other option but to fight," he admitted gravely.

Cadance nodded unenthusiastically, half-expecting that to be the answer.

"Don't worry, Cadance," she heard Twilight say. "A fight like this is precisely what Rainbow and I prepared for."

Before she could question what her friend meant by that, she added, "We'll be fine here. Go tend to Princess Celestia. Please... keep her alive."

"I..."

She stopped herself. Now was not the time to argue... and who was she to argue against one of Twilight's plans?

"A-alright..." she stammered, swallowing nervously before flying high up into the air, and soaring over the ensuing chaos below.

If only they all had wings too... Cadance forced her gaze away, and in determination, flew deeper into the castle, honing in on traces of Celestia's magical signature—like a heartbeat of sorts, growing fainter by the second.

Hang on, Celestia... for just a little while longer!

Shining watched her fly off out of the corner of his eye. Please be careful, Cady—

A guard thrust their spear at him, bringing him back to the present moment as he narrowly grabbed the wooden staff between his hooves, fighting against the forceful might of his fellow soldier.

He forced it into the ground beside him, before then bashing the guard's head into the blunt end of the staff.

The guard fell to the ground, unconscious, granting Shining only a brief moment of reprieve before turning his attention to his little sister and her girlfriend.

"Are you two hanging in there?"

"Nngh... We're... certainly trying!" Twilight grunted in response, firing off another couple of shots. She stood back-to-back with Rainbow as they stared down the encroaching guardsponies. "But we need to focus on subduing these guys quickly before—!"

Rainbow gasped, catching the briefest glimpse of something dark slithering towards them from out of the corner of her eye.

"Twilight!"

Twilight's ears raised in alert, and her eyes widened not a second before being thrust up off the ground by a cloud of smoke.

What—?

The Pony of Shadow's voice sneered, "I still have some questions for you, Twilight Sparkle."

Shining and Rainbow reacted in kind, raising a hoof out after her, yelling out her name.

Shining cursed under his breath, turning quickly to address Rainbow.

"Rainbow, do you think you can—?"

Rainbow nodded, thinking the same thing. "I'll go rescue Twi! You stay here and try and keep this whole situation under control!"

She spread her wings and crouched forward, before taking off in the direction of the fleeting smoke.

The Pony of Shadows entered the grand entrance hall, flying out the wide open doors, and out into the night sky. "Be careful when creating a monster, Sparkle..." her voice hissed as she gripped Twilight by the neck in a shackle of smoke, carrying her higher and higher until the air around them began to grow thinner.

"It may just turn on you."

Author's Note:

Next chapter sneak preview.

Iron Mare Will Return (eventually...)