• Published 11th Jul 2011
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Pony Age: Origins - OmegaPony11

The Ponyspawn have invaded Equestria, and it is up to the newest addition to the Grey Wardens, Twilight Sparkle, to find the means to drive them back! With her friends and allies at her side, can Twilight win before Equestria is devoured?

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Asha'Bellanar, Dragon of Victory

Chapter 31 – Asha’Bellanar, Dragon of Victory

Spike had run into the fog after Twilight, flaming sword gripped tight in his claws as he prepared himself for battle against Flemeth. She seemed like such a cool old pony too, Spike thought, but if Flemeth is going to hurt Rarity, I have to be her knight!

As he ran, he left the fog to find that he was back staring at the ruins of Ostequus along with Oghren, Shale, and Trixie. They looked around in confusion; there was no sign of Twilight, Rarity or the others. Spike turned around to see the intense fog behind them all, almost mocking them for their inability to help their friends in the Potpourri Wilds.

“This must be some kind of trick!” Shale rumbled as she paced the length of the fog line. Spike said nothing, instead charging into the fog again. Just as before, he ran right into Oghren, unable to penetrate the magical shroud.

“Flemeth’s magic is concentrated throughout this fog,” Trixie observed, her staff probing the trick Flemeth had left for them. “Trixie doesn’t think even Sparkle could dispel this illusion.”

“We have to do something!” Spike shouted. “We can’t just leave them against Flemeth! They’ll need all the help they can get!”

Spike stared daggers at the fog as he took a deep breath. In a hope to dissipate the magically-induced weather, he breathed a small stream of green fire towards the wall. Yet no matter how much flame he blew, the fog did not disappear. He continued until he was breathing hard, shallow breaths until felt a hoof on his shoulder.

“You won’t be doing anyone any good by getting yourself tired, kid,” Oghren muttered. “The best we can do is sodding wait for them to come out.”

Trixie looked at the fog closely with eyes sensitive to the arcane before turning to Spike. “There is something I can do, but it will be difficult,” she said with uncharacteristic humility. “I’ll try to unweave the magical energy from the fog, but from what I can see of the spell it is incredibly complex with hundreds, if not thousands, of weaves. If Flemeth is concentrating on the fog, everything I do will be for nothing and I’ll know it. She’ll rearrange the lines faster than I can move them.”

“And if she’s not concentrating on the fog?” Spike asked, turning towards where Twilight and Rarity had ran off into. Trixie sat on her haunches, lifting her hat off her head and setting it down before allowing her horn and staff to glow bright with power.

She took a great lungful of air before closing her eyes, diverting all her focus towards the fog. “Then she’s focusing on something or somepony else instead of maintaining her spell. Now be quiet… Trixie needs complete concentration to show everypony her mastery of magic.”

Spike was about to glare at Trixie’s return to snootiness when he looked at her face. Beads of sweat already poured down her coat as her eyes scrunched shut, the look of struggling against great pain being told for all to see. She really was doing all she could to help Twilight and the others, and Spike left her to work.

Sitting next to Oghren, Spike sighed until he heard a thud next to him. He looked to see that Oghren had dropped a bottle of a brown muddy liquid and pushed it towards Spike. Taking the bottle in his grip, Spike undid the stopper only to recoil at the stench of the liquor.

“This isn’t your ‘special brew,’ is it?” Spike asked, plugging his nose.

Oghren laughed as he downed the contents of his own bottle. “Nah, this stuff is mild compared to what I gave Twilight,” he replied. “Now come on! Lad like you has to learn what real stallions are made of when they can do nothing but sit on their flanks.”

Spike looked at the offered drink with extreme hesitation. “Aren’t I a little young for this?”

“Come on, I was drinking with my dad when I was your age. At least, what counts as your age?” Oghren nudged the bottle with his hoof. Spike looked to Shale, hoping for some sort of relief. Shale, however was busy fuming over being unable to join a supposed excellent fight.

“Uh… why don’t you drink it and tell me some stories while we wait for Twilight and the others to come back.” Oghren seemed to like that idea, as he swiped the bottle and quickly chugged the brown drink down in a few hearty gulps. After the bottle was done, Oghren cleared his throat and began recalling his tales.

“Let me tell you about this one time I was buck naked and drunk in Dust Town…”


The fog faded around Twilight as she stood her ground against Flemeth. The witch said nothing, but continued to stare and smile at Twilight as images of other ponies approached, giving Twilight much-needed relief. Her friends were with her, surrounding Flemeth in a circle. As the fog around them disappeared completely, Twilight saw that they had somehow returned to Flemeth’s hut in the marshlands. There was no sign of Spike, Shale, Oghren, and Trixie, which concerned her greatly. What if Flemeth had got to them first?

There was also an unconscious Sweetie Belle under Flemeth’s front hoof. Rarity’s face contorted with fury at the sight, her horn and staff crackling with electricity before she pointed both at Flemeth.

“Get away from her, you witch!” Rarity shrieked, joined with a bright bolt of lightning released from both her staff and her horn. Twilight looked away as the blinding flash of power sailed towards Flemeth, though her cruel stare did not blink and her smile did not waver even in the face of the deadly lightning bolt.

The lightning approached Flemeth quickly, only to arc and sail harmlessly around her into the sky as if she was being protected by an invisible shield. Rarity sputtered in disbelief until she launched a volley of lightning bolts, with each being deflected by what appeared to be Flemeth’s force of will alone.

“Such anger. Such fury, dear Rarity. Is this what you have been learning in your time away from home?” Flemeth lifted her hoof off of Sweetie Belle’s head, only to kick the filly towards Rarity. “Have you not gained new power? Have you learned nothing from the world? I see only weakness and a failure, whose selfish desire to save her ‘sister’ will not only lead to your demise, but the deaths of all your friends. How is that for your final moments? Not only are your friends doomed, but Equestria will be consumed by the ponyspawn.”

Rarity did not respond to Flemeth, ignoring everything around her as she clutched the form of Sweetie Belle in her forelegs. Sweetie looked up at Rarity with bloodshot eyes, her mouth moving in an attempt to speak, only for no words to come out.

“Such a pity,” Flemeth said, “I only wanted to continue the education you began, Rarity. You connected her horn with yours and taught her magic. I did the same. She could not handle the sheer amount of magical knowledge and power I was going to give her. I hope you don’t mind.”

Rarity choked on a curse as she continued to cradle Sweetie Belle. Twilight stood aghast, watching in stunned silence as everypony tried to help Sweetie Belle recover. Flemeth stood perfectly still, her sinister grin unwavering. Sweetie Belle coughed violently, her chest heaving in big lurches. The chest movements ceased slowly, as the last light of life left her eyes.

A strong wind picked up with Flemeth as its source, Rarity watching helplessly as her little sister turned to salt within her grasp. Rarity’s sobs echoed in the mire as the salt blew away in the wind until Rarity was holding nothing at all.

“A shame,” Flemeth mocked as she began to pace. “You came all this way through the Blightlands to rescue a young, innocent filly, only to find she is already gone. But that is the nature of life, is it not? So weak and so fragile. Why do you think I’ve been fighting against it for centuries?”

“You… you killed a filly,” Fluttershy whispered while choking back her own tears. “What kind of cruel pony are you?”

“Ah.” Flemeth regarded her own armoured hooves for a moment before looking up to Fluttershy, her face clearly bored by the question. “Perhaps I am not a pony at all. Perhaps I am a dragon who has taken the form of the most numerous form of life in this world? Perhaps I am something greater than even that? You look with your eyes, but still you are all blind and ignorant.”

It took Twilight great effort to suppress her anger and simply shout at Flemeth, though fear also played a part as well. The sheer oppression emanating from Flemeth was incredible, stronger than even the mountain of lyrium. There was nothing raw about her power, as everything about Flemeth spoke of countless ages spent honing and refining her magic to levels Twilight could never even think possible.

Flemeth stood against them. There was no plan Twilight could think of that would be effective against their foe. Magic against Flemeth had already proved ineffective. There was the chance that if one of them could get close to use a weapon, Flemeth would crush them immediately with but a thought.

With tempers flaring thanks to Flemeth’s murder of Sweetie Belle and the despair of knowing the Mare of the Mire’s limitless power, Twilight did not know how they were going to win this battle. If they could.

“I see the fear in your hearts, ponies,” Flemeth sneered. “I killed a foal. Twilight Sparkle knows just how powerful I am. I ask you, what hope do any of you have in fighting against me?”

“I therefore have a counter-offer. Instead of a futile battle against me, I will lend you my power against the Archdemon Uthemiel. Know that her power is more formidable than my own, but together, we will defeat the Archdemon and her Blight. All I ask is that Rarity submit her life to me, so that I may continue as I always have for another hundred years.”

Twilight could not believe her ears. Flemeth wanted them to surrender their friend, the mare she had raised like a daughter just so her life could be prolonged. Utterly sickened, Twilight was about to object when Rarity stood up. Her eyes downcast, Rarity took uneasy steps towards Flemeth.

“I’ll give myself up to you, Flemeth,” she said in barely a whisper. “Sweetie Belle is gone. I don’t want any of you hurt because of me. If it means your safety I will give myself up. Nothing else matters.”

“That is a good filly,” Flemeth chuckled. “Come to mother. You are doing what is best for your friends after all. Now come. I’m not getting any younger.”


Flemeth looked away from Rarity to turn her icy gaze towards Twilight as she approached the witch with confidence in her eyes. Rarity’s mouth was wide in disbelief as Twilight stood face to face with the Mare of the Mire, while Flemeth’s lips curled into a smirk.

Twilight pushed all sense of fear away as she stood tall against Flemeth. “I could have taken the easy road often on this journey,” she said, standing between her foe and her friend. “I was offered the power of demons. The strength of golems. The might of dragons. All I had to do was give up a part of me for that power, whether it was my soul, my dignity, or my belief. Now you offer me your power against the Blight by wanting me to just surrender my friend to you.”

Her eyes narrowed at Flemeth as a surge of anger rose within. “Never. These ponies are my friends, and I will never give any of them up for power. The Wardens have always said ‘We do what we must,’ well I am doing what I must. I’m standing up against you, Flemeth. You may be old and powerful, but I would never be able to live with myself if I just surrendered the life of my dear friends to a monster like you!”

Fluttershy walked next to Twilight, a surprisingly brave move from the Chantry sister that Twilight couldn’t help but smile at. “You are a cruel, devious creature, Flemeth! Everything you ever did was for your own ends, and now you want to use Rarity! You won’t hurt my friend! I won’t let you!”

Applejack stood to Twilight’s right, eyes fierce as she readied herself for battle. “Me and Rarity ain’t never seen eye to eye on most things, but that don’t mean Ah’m just gonna give her up and let her down when she needs us the most. Ya want a rodeo, witch? More than happy to oblige!”

Hovering over everypony’s heads, Rainbow shouted at Flemeth. “There is no way I’m going to let some old hag like you win because I didn’t do anything to protect my friend! You want Rarity? You’re going to have to get through me first! I will never leave her or anypony else in danger. That’s my business!”

Pinkie bounded over to the rest of the group, her voice ringing with the steel of conviction. “You are the biggest meanie ever! The Archdemon destroys things because that’s what an Archdemon does, but you? You have a choice! You could use your power to make ponies happy, but you don’t! Well, you won’t have the chance to make Rarity or anypony else miserable ever again! If I have to fight you so I can keep happiness alive, then that’s what I’m going to do!”

“Don’t fight us, Flemeth,” Twilight said as she felt the very air around her charged with the confidence from all her friends. “Leave Rarity in peace. Help us against the Archdemon. If you truly can’t, then leave us be. We don’t wish to fight you, but we will if we must. For our friendship is something worth fighting dragons for.”

If Flemeth reacted to her words, she did not make any outward signs of emotions as her smile faded and was replaced with a look of contempt. She closed her eyes and took a deep breath while Twilight and the others stood around her in a semi-circle.

A low rumble resounded near the hooves of Flemeth as several rocks jumped about and the water of the swamp bubbled all around them. Before Twilight could react with even a defensive spell, Flemeth moved first, casting an incredible concussive force that sent everypony sailing through the air, crashing against rocks, trees, or the muddy ground. Twilight skidded across the mire, groaning in pain as she looked up towards Flemeth.

“Is your friendship worth so much to you?” As Flemeth bore down on Twilight, all of the mage Warden’s bravery drained away. Flemeth was glowing with power as magical tendrils lashed against the surrounding area. Her eyes glowed bright red, filled with murderous intent as she made her approach.

“Friendship is nothing. Everypony will betray you. They will lie to you. They will be cruel, they will show you rage when you fail them and they will do everything they can to appease their own ends. I have lived for millennia, mortal. I have seen the darkness within ponies. They do not need the ponyspawn to show their darker sides, they already mastered it! See how they treat those who are different from themselves! See how they become turncoats when there is something so petty to gain!”

Flemeth’s power pulsed again, slamming against the ponies and tossing them to the ground once again. “This world requires order, and for a time I had achieved it. I will have it again, mortal. None of you will stop me. This is an race old Flemeth has ran with others before,” Flemeth said as her power chilled Twilight to her core. “Let me see if I can remember the gait.”

“Like hay we won’t!” Rainbow took off with incredible speeds, her mother’s dagger held tight in clenched teeth as she sped towards Flemeth. Turning her head slightly to the side, Flemeth smirked again, the buildup of magic recognizable to Twilight as a powerful spell was cast.

Rainbow was quickly enveloped in the powerful gale, spinning uncontrollably as Flemeth worked her magic into a supernatural tornado. As Rainbow spun, the old witch twisted her head towards one of the many boulders that decorated her swamp. Unable to stop herself, Rainbow was sent back first into the rock, the sound of snapping wings echoing throughout the mire.

“Rainbow Dash of Pura Raza… An assassin turned Grey Warden. A lost bird from a dying flock.” Flemeth held the broken and battered Rainbow aloft in front of her face, the former assassin barely stirring after the sheer brutality of Flemeth’s attack. Bruises marked her body as fresh blood soaked through her feathers, her mangled wings punished by Flemeth’s magical grip.

“You have tried to find your place in this cruel world. You do not want to be forgotten like so many pegasi before you. Who remembers the ancient pegasus heroes of old before Lianari, the Dragon of Destruction, annihilated the skylords? Who remembers Commander Hurricane and her glorious victories that allowed the skylords to rise during the Time of Chaos? No one. Just as no one will remember a turncoat assassin and a Grey Warden who failed to stop the Blight. This is what your loyalty to your friends has caused you. Broken wings and a painful fall.”

Twilight screamed for Flemeth to stop hurting Rainbow, charging with the others to somehow break the grip she had on the assassin. Flemeth smiled before tossing Rainbow’s weak body towards Twilight. Stopping, Twilight checked Rainbow’s pulse and thanked Celestia that she found one, no matter how faint. She needed to get help for Rainbow quickly though, as blood continued to flow without any sign of stopping.

Pinkie took exception to Flemeth’s brutal assault on Rainbow, responding in kind with a barrage of grenades. Flemeth looked bored as she caught each explosive with her magic. She regarded each lyrium grenade as an oddity before she spoke.

“Ah yes, Pinkie Pie,” she noted with nary a concern for the charged explosives. “It is my hope that you see this isn’t one of your silly parties, but the very real struggle of life and death. There is no laughter that will stop the pain of life. You laugh to lie to yourself, to escape the pain of living. The joy is fleeting. As are you.”

Flemeth threw Pinkie’s grenades right back at her with a push of magic. Pinkie was helpless as they sailed towards her as fast as any arrow, leaping out of the way only to be caught in the explosion. Pinkie’s eyes held the terror of meeting her own grenades up close as she struggled to get back on her hooves.

Twilight levitated Rainbow on her back before galloping towards Pinkie. As she approached, Twilight let a sob of horror escape her as she looked at the charred remains of Pinkie’s face. The explosion had consumed the majority of her mane and tail, her limbs blackened with scorch marks. Pinkie opened her mouth to speak with only the barest audible and intelligible words leaving her mouth.

Even with massive burns destroying her body, Pinkie still struggled to reach her burned satchel, digging through it for something. As Twilight lowered Rainbow next to Pinkie, she stopped digging through her bag to extend her good hoof towards her battered friend.

Flemeth then turned her attention to Fluttershy, whose moment of bravery was quickly killed, yet still she had an arrow trained on the witch. “Oh dear Fluttershy,” Flemeth mocked, “Celestia won’t save you now. She didn’t even bother to save her own sister a thousand years ago. I’d know, I was there. Your blind faith means nothing to the power of gods, as does your need to be kind in such a dark world as this one. You will only be abused by your betters by showing kindness, and they will respond with cruelty. By being such, you are insignificant to everyone who is your greater.”

To accentuate her point, Flemeth used her magic to snatch away Fluttershy’s ready arrow as well as the rest of the arrows in her quiver. Fluttershy looked up in fear as the arrows arranged themselves in a circle around her. With a nod, Flemeth launched the arrows to pincushion the frightened Sister.

In an effort to save at least one of her friends, Twilight let go of her sword and channeled a shield around Fluttershy, stopping the arrows in mid-flight. She grunted as the force of the attack took its toll on her, but at least Fluttershy was safe.

So she thought. Flemeth’s evil smirk returned, and with it another wave of magic pulsed through the air. The arrows backed themselves up in the air, each arrowhead glowing bright red to match Flemeth’s magic. With another nod the arrows struck at the shield, passing through the barrier like a hot knife through butter and skewering Fluttershy’s hide with abandon. Fluttershy yelped in pain before collapsing from the shock. Once she had fallen, Angel crawled out of her mane and nudged against Fluttershy, to no response.

“Valiant effort, Twilight Sparkle, but utterly useless,” Flemeth grinned viciously. “Have you all learned your lesson yet? This is just a minor extent of my power. Now submit to my will, or lose the rest of your friends.”

“Ah’ll never give up, ya monster!” Applejack charged towards Flemeth, Silverbite tight in her grip and eyes black with the anti-magic of the templars. Flemeth’s smirk did not leave her face as she attacked Applejack with a powerful blast of magic, only for it to warp around the Warden warrior and fly off into a tree.

Twilight brought the crippled body of Fluttershy close to the others, desperate to find something in Pinkie’s alchemy satchel to act as a curative for their wounds. Finding the long-awaited healing grenades, Twilight lifted the one Pinkie had put her Star Strand into, looking over the mechanisms carefully. She only had one shot to make the detonation count, yet as she turned to watch Applejack and Flemeth continue their duel, her thoughts turned back into doubt. Even if she did use the healing grenade, what good would it do if Flemeth could crush them again so easily?

A loud scream distracted Twilight, forcing her to turn in the direction of the battle. Applejack was panting heavily through her sword-bit, yet with a smile of satisfaction. Flemeth staggered for a moment, pressing her hoof to the side of her face. Crimson blood leaked from the wound caused by Silverbite, and whatever smug smile Flemeth held was now replaced with shock.

“Moonsteel…” Flemeth muttered as she looked at her bloody hoof. “How long has it been since I felt your sting, Luna? Even after all these years, I can’t seem to be rid of you. Enough of this.”

Flemeth’s eyes flared with crimson energy, gripping Applejack’s body and ignoring her templar abilities. Applejack struggled as the spell lifted her high in the air, swearing oaths as she tried to escape. Flemeth’s eyes flared once more, followed by Applejack’s head being twisted in an unnatural angle and a loud snap echoing throughout the swamp. With a look of disdain, Flemeth tossed the body towards Twilight, Applejack’s signature hat falling into the mud.

“You could have had an entire nation bow to you, Applejack, daughter of kings,” Flemeth sneered. “You just had to learn ruthlessness. The truth would do nothing to serve you but only your enemies! Now the only honest truth is that you are going to die with a broken neck, like a commoner against a brutal pony who does not care for the consequences.”

Rarity shouted in despair while Twilight stood dumbstruck as Applejack fell. Whatever life was still held by her fellow Warden was barely noticeable as Flemeth bore down on her. Just as she found the Star Strand grenade, Twilight let it fall next to a crying Pinkie as she stood face to face again with Flemeth.

“You made your point!” Rarity begged, unable to stand up against the evil witch who raised her, “I surrender! Just please… please stop hurting them.”

Flemeth looked down on Rarity before pushing her away with a mere thought. “No,” she said as she returned her gaze to Twilight. “I think not. Believe me when I say this, Twilight Sparkle, but I am very disappointed. If this is all your friends can muster against me, then what I am doing will be a mercy compared to the might of Uthemiel.”

Twilight was about to make a retort when she felt her body seize up and a burning pain spread through her horn. Eyes wide in shock and horror, she knew that Flemeth had seized her in a magical feedback between Twilight’s magic and her own. The fact that she could do such without any warning, without any casting, only made her situation direr.

She could feel every bit of magical power Flemeth had to offer in the feedback, and it was such she had never felt before. Not the power of a Pride Demon or a mountain filled with lyrium could match the near endless reservoir of arcane might the Mare of the Mire held within her. The strength of Flemeth could not be matched. There was no hope.

Slowly, Twilight pushed her head against the thrall of the feedback to see Rarity pushing against Flemeth and trying to break her concentration. Her efforts were in vain as all of Flemeth’s focus was on Twilight and the feedback loop, each second pressing against her magic and her horn. Small fissures broke across the bone, each crack sending agonizing pain throughout her body.

I’m sorry everypony, Twilight thought as tears flowed down her cheeks, I failed Equestria. I failed you all, my friends. I failed you, Spike.

There was no pain. There was no feeling. As the feedback led to its inevitable conclusion of a splintered horn, Twilight thought her last moments would be one of constant torment. As Twilight watched shards of her shattered horn fall, she gave thanks that her death was not painful. Slowly she rocked on her hooves before falling over, all strength and will to live gone along with her horn.

“It is done,” Flemeth said as she looked down on Twilight. “So much potential. So much waste. You were Uthemiel’s greatest threat, Twilight Sparkle of the Grey Wardens. It is not your skill with magic that would have stopped her. It was the fact that you, one pony per generation, had the heart to summon the Elements of Harmony, the only magic that could expose the heart of an Archdemon. You were so close. I had to test your strength for myself, and I found it… wanting.”

Flemeth leaned down towards Twilight’s paralyzed face, a new smirk on her lips. “You were never going to win this battle. I’ll tell you a secret why. I am older, and more powerful than any save my sister. I fought against Nightmare Moon, and though she wounded me, I am still alive, whole and pure.

“I am the Dragon of Victory. I am the sister of Lianari, Mezzerak, Galonomei, Palakash, and Uthemiel. I am Asha’Bellanar.”

Twilight could not believe the burning name Flemeth uttered. The old witch who lived alone in the Potpourri Wilds was one of the ancient dragon gods of the Unicorn Imperium. They had fought the most powerful demons, the most brutal ponyspawn and even a high dragon. Yet compared to all of those threats, a god was something else entirely. How were they supposed to stand against that which only another divine being had beaten?

Flemeth basked in her victory, throwing her head up to the sky as she reared on her hooves. “Look at what I have wrought Celestia! Luna! Look at your champions of Harmony, how they are all broken! Descend from your thrones! Descend from the Fade and take your vengeance! Blood has been spilt in your name! I spit on your names! This world will belong to me, as is my right! Where are your Elements of Harmony now? Where is the wrath of the heavens to strike me down for my atrocities? I tell all my witnesses here… that Celestia and Luna do not wait for them in the Fade. They are dead! Dead and gone, leaving this world to its true ruler. Once Uthemiel is gone, there shall only be Asha’Bellanar. Will you finally descend to stop me then, Celestia? Do I have to set this world alight to get your attention?”

Twilight could nothing but watch and listen as Flemeth made her tirade against the heavens. Everything she said seemed so right though. Where were Celestia and Luna? How come they allowed a creature like Flemeth to live and torment ponies so? Where was the justice in the world?

Out of the corner of her eye, she saw Pinkie and Rainbow begin to stir. Crawling on only one good limb, Pinkie made her way to the Star Strand explosive while being joined by her friend. Drawing the number three into the ground, she batted the grenade to Rainbow, who nodded slowly as Flemeth continued to rant.

Easing herself out of her fury, Flemeth looked around at strewn bodies around her. “I will leave you all alive,” Flemeth said as she made her way to Rarity. “I will let the pain of your injuries be miniscule compared to the pain in your hearts as you watch your precious friend become a part of me. Her soul will be destroyed, and in her place I shall become stronger than before. I thank you all for Rarity’s growth as a sorceress. When my time comes to retake this world, it will be because of all you that it was made possible.”

Taking hold of Rarity in a red aura, Flemeth dragged her foster foal towards her, simultaneously casting two glyphs on the ground. One glyph was under Flemeth’s hooves while the other stood glowing under the levitating form of Rarity.

Twilight wanted to shout, act, anything to slow down the eventual hostile takeover of Rarity’s body by Flemeth. Yet the crippling paralysis would not allow her and all she could do was watch as the ritual continued unabated, blood from her shattered horn trailing down her face.


“Now dear, you knew this was going to be inevitable,” Flemeth said, almost comforting. “You have grown quite a bit. Alas, your time is done. And mine continues as it always had.”


“Unfortunately for your friends, they will have to die. Fear not, for I will ensure their passing is as quick and as painless as I can possibly allow them. They were, after all, supposed heroes.”


The thunderous crack of an explosion deafened Twilight while the air filled with glittering smoke, clouding her vision. Twilight felt herself becoming calm under the effects of the star-filled fog, her pain easing as she watched the stars swirl around her body. Several of the lights lowered themselves near her horn, lifting the shattered pieces and reassembling it like broken pottery. As her horn reassembled, Twilight felt all her wounds close under the healing light of the Star Strand until she could move again.

Standing tall once more, Twilight looked up to see a silhouette in the smoke before her. Alarmed at first, Twilight’s worries vanished in an aura of benevolence; the shadow in the smoke did not belong to Flemeth, but rather somepony of great yet gentle power. Though Twilight could not see exact details, she could tell that the silhouette was tall, had wide wings and a long horn.

“We have not forgotten the world,” the silhouette said, “Thou should know our love for the world and all ponies is eternal. Be healed, Champions of Harmony. For it is through you we act until the day we may return.”

Is it possible? Could it really be…? Twilight thoughts trailed as she looked over to Applejack, lifted off the ground in the healing magic of the starry smoke. The stars wrapped themselves around Applejack’s broken neck, repairing the damage caused by Flemeth. Applejack’s eyes opened to find she was being lowered by divine magic, confusion on her face as the stars rushed to heal another.

The stars from the Star Strand danced around the ruined body of Fluttershy, each star taking hold of an arrow. Angel backed away from the healing magic. Each arrow was pulled gingerly out of the body and the wounds caused by the missiles quickly closing. Fluttershy opened her eyes with a loud gasp as she looked straight at Angel before grasping the nug in a tight embrace.

With Fluttershy healed, the stars moved on to Rainbow Dash. Lifting her off the ground, the healing magic corrected Rainbow’s shattered wings and cleared the bruises along her body. Eyes open and watching the spell work, Rainbow smiled as the stars restored her body until she was able to flap her wings on her own.

Pinkie cracked a smile from her burnt face as the stars made their way to her. “They tickle!” she giggled as she watched the stars cure all her burns, making the bouncing alchemist whole once again. With a smile, Pinkie waved goodbye to the stars as they dashed off to Rarity.

The cosmic orbs circled the levitated Rarity, their light too much for Flemeth as she backed away in surprise and anger. Her glyph was quickly shattered by the pale starlight of the Star Strand come to life, freeing Rarity who quickly galloped away from Flemeth. As Rarity joined the side of her friends, the stars surrounded the Mare of the Mire, who cursed at them with unbridled fury.

“You think I have forgotten?!” Flemeth shouted at the stars as they reformed into the alicorn silhouette. “You think I have forgiven?! You and your despicable sister ruined my family and our Imperium! We gave this world order and stability after the chaos!”

Thou art cruel, Asha’Bellanar.” The stars spoke with a reverberating voice that filled the sky. “We had no choice but to do what was needed to bring this world to Harmony. The blood seal cast by your brothers and sisters prevented us from giving aid. We act through the Elements of Harmony, who rise up along with the Archdemons to stop their madness.”

“I am not an Archdemon!” Flemeth laughed as she pointed a hoof threateningly at the ghost in the smoke. “I still live! I keep the blood seal strong! There is nothing you or your sister can do to harm me.”

So long as thou art wicked and refuse harmony into your heart, you will succumb as the other Old Ones have.” Stepping towards Flemeth, the star image of the alicorn extended her hoof forward in a surprisingly friendly gesture. Her commanding tone became less so, soft and gentle.

We do not have to be enemies, Asha’Bellanar. Accept my friendship. Accept my sister’s friendship. Together we can bring a golden age of peace to all who live upon this world. Please…”

“NEVER.” Flemeth’s voice shifted from the old hag she was to something deeper, more ancient and powerful. It was frightening to behold, as it sounded so similar to the voice of the Archdemon. Rarity’s eyes widened in fear as Flemeth spoke, as if she had heard this voice before.


Flemeth snarled before rearing on her hooves, her body glowing with power as the crimson wings of a dragon formed in mid-air. The wings wrapped themselves around Flemeth as a torrential wind emanated from Flemeth, blowing away the last of Pinkie’s Star Strand grenade, save the starry image of the alicorn, who shook her head sadly.

Heroes, I beseech thee,” the stars whispered as they slowly dissipated into the sky. “Do what you must to defeat Asha’Bellanar. Her hatred must be humbled, through words or through arms. Become those that aided me against my inner darkness in an age long past. Become your destiny. Become the Elements of Harmony.”

Twilight blinked to make sure she was not hallucinating, only to watch as an incredibly advanced magical sigil formed around her hooves. A soft hum overcame the Potpourri Wilds as the magic from both the sigil and Flemeth worked in both concert and opposition to each other.

On her head, Twilight felt the weight of an object conjured above her. Looking over herself, she also found a glowing suit of armoured robes taking the place of her tattered leather armour. A brilliant sword materialized by her side, and it floated near Twilight as a staff would, waiting for her arcane command. A tiara with a star much like her cutie mark took shape on her head which was quickly followed by the feeling of immense power. Unlike other surges of magic she had experienced, this one felt completely natural, almost as if Twilight had known it for a long time.

One by one, her friends also experienced new, glowing armour and weapons. Applejack was outfitted with resplendent plated armour, and Silverbite became longer and more regal. Rarity donned the robes of a beautiful sorceress, her staff changing to one more graceful and pulsing with power. Golden scale mail replaced chain links, while Fluttershy’s bow looked like something out of legend. Pinkie’s mace hardened into a white orb humming with enchantments. Rainbow’s leather repaired quickly and improved to something one would only see a royal in, her dagger shining and ready to strike. All wore pendants of incredible artisanship, each styled to their cutie marks and brimming with divine strength.

Twilight stood agape at the new armour and weapons before looking down on the sigil. It had grown to have six points, and each point was occupied by one of her friends. The ritual on that scrap of parchment… this is it! The Elements of Harmony!

Her reverie was short lived as a thunderous roar rocked the party on their hooves. Flemeth’s dark wings opened, and instead of the old mare they had fought before there now stood an ancient, powerful, and furious dragon. Covered in crimson scales, Asha’Bellanar stared down the Elements of Harmony with eyes of piercing gold. Black talons clawed against the ground as smoke fumed from her nostrils.


Asha’Bellanar struck first, opening her gaping mouth and unleashing a mighty stream of flames. Staring up at the incoming fire, Twilight lifted her new sword towards the attack thinking only of a powerful shield to protect her friends. The sword acted in the same way as her old staff, channeling her innate magic and improving on it exponentially. A barrier formed between the party and Asha’Bellanar’s attack, with Twilight grimacing as the fire assaulted her shield. Yet it held, though Twilight’s bones shook by the magnitude of the attack.

“We still have to fight,” Twilight realized while gasping for air. “The Elements will help us, but we still have to fight her.”

“If it’s a fight she wants, boy howdy, we’ll give her one,” Applejack grinned. “Ya’ll ready for this?”

“Let’s use this as a practice round for the Archdemon!” Rainbow smirked as she rubbed her hooves together. “She’s going to pay for even thinking of breaking my wings.”

“I’m not afraid anymore,” Fluttershy said as she readied her bow. “We need to defeat her. We need to protect this world from monsters like her. I’ll do whatever it takes.”

“Big Meanie McDragonpants is going down hard!” Pinkie bounded to Twilight’s side, juggling grenades on her head. “Oh, Twilight! Did you see what my healing grenade did? Wasn’t that super? I knew it was going to be great, but not even I expected that!”

Rarity took her place with the rest of her friends, staring down Asha’Bellanar with fierce determination in her eyes. “I refuse to run from you anymore, monster! To think I once called you mother! You will never hurt anypony ever again!”


Asha’Bellanar attacked again with a stream of flames, only to be blocked by another shield. As Twilight held the Old One in a deadlock of magic, her friends split into a multitude of directions, each sharing the fierce drive to defeat the elder dragon. With a fierce battle cry, Twilight shoved the fiery assault into the air, much like how Flemeth had done to Rarity’s lightning.

Hovering in the air with her bow at the ready, Fluttershy did not prepare an arrow from a quiver, but merely pulled back the drawstring and watched as a bolt of pink light fitted itself against the bow. The bolt flew from the weapon towards the dragon, splitting into several and each striking against the scaly hide.

With a roar of pain, Asha’Bellanar turned her massive maw to bite Fluttershy, only to meet several grenades striking her face. After only a few moments they detonated into rose-coloured flames, the dragon holding its face in pain as Pinkie batted several more using her mace.

The Dragon of Victory tried to react, but every move was quickly countered by the sweeping strikes of Applejack and Rainbow Dash. Both ponies worked in tandem with each other, Applejack attacking low and Rainbow striking high, both too quick for Asha’Bellanar’s claws and her long tail.

Rarity did not attack Asha’Bellanar directly, instead showing great control over her anger by weaving an immaculate glyph with her magic. Her staff danced around the battlefield, encircling the body of the dragon until the glyph was complete and glowing with her white magic. With a smile, Rarity tapped the glyph gently until it hummed to life, the power of the glyph bolstering the party’s already formidable abilities while causing Asha’Bellanar no little amount of distress. Already Twilight felt even stronger than she had before, and her friends continued to attack with newfound vigor.

Twilight concentrated her magic through her sword, focusing a simple yet powerful barrage of arcane blasts to strike against Asha’Bellanar. As the Old One aimed her fury at the others, Twilight gave a sharp cry as orbs of crackling arcane force flew against the hide of the Old One. Each blast burst into shards of violet ice, attacking Asha’Bellanar again with every hit.

Asha’Bellanar roared in frustration, unable to contend with the Elements of Harmony in battle. Her breathing, ragged and forced, she watched her enemies form up in front of her defiantly. “It’s over, Flemeth,” Twilight shouted. “You were offered a hoof in friendship! Don’t throw that away!”

I… I WILL NEVER ACCEPT THE FRIENDSHIP OF MORTALS.” Asha’Bellanar drew to her full height, wings spread wide as her eyes turned dark crimson. Twilight nodded to Rarity, both unicorns ready for the next assault.

What came next was right out of Twilight’s nightmares. Asha’Bellanar attacked not with the flames of dragons, but with the dreaded shadowfire of the Archdemons. Black flames struck against her shield, and she was only barely able to protect everypony with the help of Rarity. Both struggled against the might of the shadowfire, Rarity falling to her knees while Twilight shut her eyes in pain.

“Look out scaly! Here comes Shale!”

The flames of darkness ceased as Shale burst through the heavy fog and collided with Asha’Bellanar in a reckless tackle while Oghren followed close behind, swinging his axe and taking several shots at the dragon’s hindquarters. Spike arrived as well, flaming sword in his grip as he ran towards Twilight while Trixie stumbled through the fog looking completely fatigued.

“I did it,” Trixie gasped with a smile before collapsing onto her knees. “The Great and Powerful Trixie broke through Flemeth’s fog! See… she really is… a good unicorn…” Trixie turned to see Asha’Bellanar fight off the warriors of the group with claw and shadowflame, only to promptly faint at the sight and power of the Old One.

“Twilight!” Spike ran towards Twilight as she lowered her shield, gasping for breath after the strain of holding off the all-consuming fire. “What’s happening? Where’s Flemeth? Why are you fighting a dragon? Why are you all shiny and glowing?”

“First, that dragon is Flemeth. Everything else has to wait.” Twilight looked around as the battle continued and more streams of shadowflames continued to pour from the maw of Asha’Bellanar. There had to be a way to use the Elements of Harmony to end the threat of the Old One once and for all, but how?

Asha’Bellanar did not wait for her to decide on her plan. Looking towards the hut her pony form had called home and motioning one of her forepaws towards it, the door of the hut swung open, and, floating in a bubble of magic was the unharmed yet unconscious form of Sweetie Belle. Rarity gave a shout in surprise while the Dragon of Victory held the magic bubble in the palm of her claws.


Twilight grimaced as the battle came to a standstill. The party regrouped near her with Rarity taking point, her teeth clenched in both anger and worry. Asha’Bellanar had outsmarted them and pulled her trump card in the form of Sweetie Belle. To accentuate her point, the Old One’s body glowed dark crimson again as her wings wrapped around her body until she shrank back to the size of a pony and Flemeth stood before them once again.

“Foals, all of you,” Flemeth cursed as she kept the orb holding Sweetie Belle aloft. “Give me the artifacts of Celestia or she dies. This is no trick. You’ve seen what I can do. How I have no regret for my power.”

Cursing how quickly the battle had changed to Flemeth’s advantage, Twilight levitated the tiara off her head and moved it to sit at her enemy’s hooves. As the tiara approached Flemeth it vanished, only to reappear on Twilight’s head.

“Do not play games with me, mortal!” Flemeth hissed, “Surrender the artifacts!”

Know that the Elements will return when a force of darkness dares threaten them that no mortal pony can overcome on their own. Know that only ponies united in Loyalty, Generosity, Honesty, Kindness, Laughter, and Magic can awaken the magic and bring peace to a shadowed land.

Twilight blinked as she heard a gentle voice speak directly into her head. It was the same saying as on the pedestal of Dewdrop Dazzle, the first Element of Magic. Images of battles against the Archdemons of the past rushed through her mind until she knew what must be done. The Elements had to be used once again against the Old Ones.

“You want the Elements, Asha’Bellanar? You can have them!” Twilight’s tiara began to glow with white light until a stream of white fire erupted from the gemstone centerpiece. The white flames surged towards Flemeth, striking her square in the chest. Soon the pendants of the other Elements began to glow as well, each emitting the white light and blasting Flemeth with cleansing flames.

Flemeth cried out in terrible anguish as the flames engulfed her, dropping the orb holding Sweetie Belle to the ground. Oghren rushed in under the white fire, pushing the magical cell away from the onslaught.

They all looked on in horror as Flemeth’s chest literally opened from the magical attack by the Elements, flesh and bone separating to reveal her accursed heart. Instead of a heart of beating flesh and blood, there stood a source of crimson energy the likes Twilight had never imagined. It was more than just Flemeth’s heart; it was her soul now bared for all and vulnerable.

Flemeth’s eyes widened in disbelief as her soul was wide open for attack. With a cry that echoed throughout the wilds, she gave one final, hateful look to Twilight. “Chaos take you, mortal,” she spat as the flames consumed her. “We will meet again, and I will kill you all.”

With one last smile, Flemeth exploded in a grand fireball of light, blinding everypony as the Potpourri Wilds brightened from the detonation. After a moment to give her eyes to adjust, Twilight looked to see where Flemeth had stood, only to see a burn mark in the earth.

Everyone looked around, tired and confused as the adrenaline rush of battle came to a quick and sudden stop. Slowly, the brilliant armour and weapons provided by the Elements of Harmony faded into the ether, with everypony’s original armour in their place. As Spike and those not involved in the battle against Flemeth looked at their allies with puzzlement, the ponies stood about in complete shock.

“We… won?” Pinkie said, her eyes wide as she checked herself for any burn marks. “Did we really… I mean it was… I need a freaking cake after that!”

“We died…” Fluttershy muttered as she held onto Angel with a vice-like hug. “At least, I think we died, or were really, really close.”

“That was awesome! Even if we got by on the skin of our teeth.” Rainbow slumped on the ground, tired but with a triumphant smile on her face.

“Ah dunno, everypony,” Applejack said as she scraped the ashen scorch mark. “Kinda getting’ the feelin’ she was playin’ with us. Still… we survived. We won.”

“We can fight the Archdemon,” Twilight muttered at last. “We know the Elements of Harmony will come to us against the power of the Old Ones. We are the Elements. Honesty, Kindness, Laughter, Loyalty, Generosity, Magic. We have the power.”

Oghren snorted. “Can I be the Element of Drinking?”

Twilight’s smile never faltered as she replied. “No.”

Rarity ignored everything as she galloped to Sweetie Belle’s side, quickly checking the filly for any injuries Flemeth had caused. She breathed a sigh of relief as Sweetie Belle’s eyes fluttered open.

“Rarity?” Sweetie Belle rubbed the sleep from her eyes before standing up straight. “Oh my gosh! We have to go back to Red Apple! That mean witch hurt might have hurt Scootaloo, and…”

“Hush, hush,” Rarity said soothingly as she held her sister close. “Everything is okay. Flemeth is gone. She won’t hurt you ever again, I swear it. You’re safe.”

Realizing what she had said, Rarity looked up to Twilight. “You were right, dear,” Rarity admitted. “We stood up against the Mare of the Mire together. I should never have doubted my friends.”

“You had every reason to worry,” Twilight replied. “Flemeth almost killed us all. If it wasn’t for the Elements, we wouldn’t be having this conversation. But now I’m worried for Sweetie Belle. We can’t bring her back to Red Apple; the templars will likely kill her on the spot.”

Rarity looked at the abandoned hut in the middle of the Potpourri Wilds in deep thought before looking down at Sweetie Belle. “Flemeth is gone. She did refer to me as her daughter… Her cottage would now be considered mine, yes? Sweetie Belle can stay there until after the Blight is defeated. We can all stay there tonight. My home is your home for all of you, my dearest friends.”

One by one, everyone entered the cottage in the wilds, each pony falling asleep out of pure exhaustion. As Twilight settled herself down a comfortable spot near the fireplace, she felt Spike nestle himself against her side as her eyelids became heavier, almost as if they demanded sleep. Closing her eyes, Twilight thought of nothing except sweet slumber.

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