• Published 25th Mar 2014
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TiM: Best of Intentions, Worst of Results - Twidashforever

TiM #3: The cost of inactions is often higher then the cost of action, yet who pays the price? Sequel to The Truth in Meanings

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Pain and Loss


Panic and fear spread throughout Ponyville as the tint of the red sun coated everything. Most ponies began screaming, as whatever had just happened was new to them, which was saying a lot considering where they lived. If nothing happened to control this, a riot would soon descend. One that would cause the loss of any cohesion that might otherwise be possible. Twilight needed to stop this as soon as she could.


Her horn let off a loud boom with her horn as she sought to get control of the situation. The ponies all stopped and turned towards the source of the noise that had startled them so. Twilight calmly joined Celestia on stage. Giving the appearance of a unified front, which was exactly what she needed to present right that second. As if to emphasize that standpoint Dayspring Gleam, Aurora Flash, Shimmering Night, Bright Dawn, and Rainbow Dash all stood next to them. Presenting to the crowd some of the most talented and gifted ponies to ever come out of Ponyville.

“Where are you going?” Twilight did not yell; she did not even raise her voice, there was no need to do anything like that. Her very presence commanded the attention of every pony in the crowd. “Standing here are the protectors of Equestria, while they,” She gestured up to a dark cloud that was even now forming over the Everfree, preparing itself to attack, “might be a threat, I can assure you there is no safer place to be. The seven of us are here for all of you. We would never allow them to harm one of you.”

Words from a strong leader can move mountains, it is said that some of the greatest leaders can inspire their followers to perform superpony feats. Ponyville had such a leader in Twilight Sparkle, her simple words, and show of unity from her family, immediately caused the ponies to listen.

“We will handle this just like every other crises, Aurora, head to the house, Code 17-x. The light will not work this time around, however, we need to let those who are not present know what the current situation is and the appropriate response they should take.”

With a nod, Aurora took off, flying with a sense of urgency as the dark shadow grew over the town, the cloud of Shadowbeings seemed to be without number as it continued to grow larger.

Celestia nodded to her most faithful friend, a show of unity and submission at the same time. It indicated that she would follow whatever order Twilight gave her without question. Twilight smiled at her, grateful to have the support of someone who was so well respected and had been in this sort of situation before.

“Celestia, Dayspring, please ensure that everypony gets to one of the bunkers in one piece. There may be stragglers, escort any you can find to safety.”

“Of course mom.” That made Twilight smile, she was still the only one he ever called mom. He would always refer to Rainbow as his mother.

“Yes Twilight.”

The two of them started off, leading those ponies that were present to the nearest bunker. They allowed nopony to get lost or unintentionally separate from the crowd. With two of the most skilled magic users in Equestria guiding them, the ponies quickly made their way to the bunker.

Celestia turned back before she left range of Twilight’s hearing.

“Twilight, there is one more thing you should be made aware of.” On a signal from Celestia’s magic, one thousand royal guards made their way out of Whitetail woods, directly to the lavender princess. In a show of true respect, they all bent a knee to Twilight as one. Twilight looked at her in shock at this turn of events.

“After Cadance’s wedding I made it a rule that the entire royal guard would be present for every royal wedding. Out of the way, of course. Consider it part of my wedding gift to you Night!” After those words, she took off, following Twilight’s orders.

Shimmering Night blushed at the thought that all these ponies had been present for her vows and she never even knew it. Bright Dawn simply nuzzled her cheek, offering his encouragement to his new wife

Twilight smiled, this would be a welcome edition for what was coming. “Shimmering Night, Bright Dawn. You two take these soldiers and lead our counter attack. Rainbow and I will meet them head on, we will make them pay for daring to attack Ponyville.

Fluttershy watched from the sidelines as her friends gave their speeches. She knew she should have headed to the bunkers, she knew not to leave the crowd of ponies, and the safety it provided. However, she was tired of all that, she was tired of these attacks, she was tired of others doing all the work as she had no choice but to watch. Mostly, she was just tired. Fluttershy had lived quite a long life, outliving one of her oldest friends, Applejack. Her death had been sudden, not the way a pony should go.

Those old memories hurt every time she thought about them, almost as much as seeing how helpful Twilight and Rainbow still where. To them, it was as if no time had passed. They still loved each other with all the passion they had forty years ago. It seemed to Fluttershy that they were stuck in a time bubble, that time itself could not touch the two.

Fluttershy would never tell anypony this, but she was jealous, Jealous of what they had, of the fact Twilight and Rainbow never seemed to age, and that they had such a wonderful family. Sure, she was happy for them. Fluttershy was there for the best and worst times. She was as much a part of that family as anypony else. However, it was not the same as having your own. They had each other, and she had nopony. Well… that was not exactly true.

“Fluttershy! There you are, c'mon, lets get going to the bunker.”


“What, why?”

“Can… Can you just take me home, Ataxia.”

Ataxia just stared at her, home was dangerous, and the bunkers were safe. She would know, having tried forcing her way into one on several different occasions. Of course, that was before Fluttershy came into her life in a big way. However, looking at Fluttershy, Ataxia saw a resolve in the old mare that would not be denied, the only way she could force Fluttershy to go into one of the bunkers now would be if she tried to make her. That was the one thing she would never do. They may just be friends, but she loved Fluttershy with all her heart. More so then she even loved her parents.

“Of course, Fluttershy. Stay close though.” The two began heading back to Sweet Apple Acres, Fluttershy’s home for the past forty years. It was on the way back that Ataxia noticed just how tired the yellow pegasus looked. She vowed to herself that come what might; she would keep Fluttershy safe through all of this.


Spike lead Rarity on with the crowd, she was reluctant to go. He knew the reason why all too well as Ataxia had left them, again. That filly had been trouble with a capital T since the day she was born. They both loved her with all their hearts. Sure, she was annoying, rude, thoughtless, and the majority of the time, a major threat to public safety. However, she was still their daughter, a little miracle given to them by Celestia. Nothing would ever change that.

Neither of them gave voice to going to find her. On her nice days, she was force few could reckon with. Having personally endangered Ponyville more times then Spike wanted to count. Only Twilight and Rainbow were able to rein her in, for whatever reason, those two were never even mad at her for what she would do, provided that Ataxia did not injure anypony of course. Oddly, Ataxia never crossed that line.

Spike and Rarity considered her more then capable of handling herself. However, they would never stop worrying, it was the fate of being parents after all. Unconditional love came without stipulations. Besides, Spike knew where she was, she was always right by Fluttershy’s side. Those too had become the best of friends.

Rarity interrupted Spike’s musing with a subtle nuzzle. He looked down at the love of his life.

“Go, find her, I'll be alright.”

“I don’t what to leave your side.”

“Hey, these bunkers were designed by Twilight, I think I will be fine. Take care of our daughter.”

“You sure?”



Spike turned and went to leave.

“Oh, one more thing.”

Rarity proceeded to cast two spells on Spike as he stood outside. The first removed the Pony spell he was currently under. As his dragon form had grown too massive to live in Ponyville. His transformation back into a dragon was instant. His head stretched out as his neck expanded, he grew in stature several times his normal size. Easily matching the size of the tallest buildings in Ponyville, then exceeding it. After it was done, he stretched out his wings to their fullest and let out a threatening roar, if these creatures wanted a fight he would give them one. They would learn the hard way not to mess with Ponyville.

However, Rarity was not done with her husband. With a second blast of magic, she equipped Spike with Dragon Steel armor. The unique metal was the rarest in the world, its properties allowed one to ignore all but the most dangerous of attacks. His suit would allow him to fly faster than ever before. Despite its immense size, it weighs next to nothing, while fully protecting his chest, back, limbs, tail, neck, and head. Sure, there were gaps, however, his thick scales would protect those. It had been years since he last dawned such armor. Not since the griffon attack some forty years ago.

“And Spike.”

He lowered his head down so he could be face to face with the love of his life. At this angle, one could be easily forgiven for thinking he would eat her, however, those would only be the ponies that did not know them, that did not know the love they had for each other.

“Yes, my love.”

“Come back to me.”

“I pinkie promise.”

At that moment the alarms went off, signifying two events, one intentional and one non. The first was the code signal 17-x. This would alert any soul in several miles to an attack on Ponyville and the appropriate response to take. The second was the official start of the Shadowbeing's attack.


They flew down in a swarming mass, claws and teeth lashing out for whatever flesh they could sink them into. Twilight had to admit; it was a scary sight. However, she had seen worse in her days, much, much worse. After facing down a charging alicorn demon, little threats like this were almost an afterthought. Still, she knew not to get cocky. These creatures were fast, fast and dangerous. Under the red sun, they were even more so. She briefly admired their increased speed and power. As they tore straight through several buildings in an attempt to reach their prey.

Twilight stood by herself in the middle of the opening; She only wanted their attention. As such, she only cast enough spells to maintain it. Flashy ones, which would only rile them up. Nothing that would hurt them, not in any serious way. She knew that if she made herself seem too threatening some of them might seek easier prey and she could not allow that. This first wave, she wanted it wiped out, destroyed down to the last Shadowbeing. On any other day, she would have just wiped out the whole swarm all by herself. However, today, she had pushed herself too far. As it was, she could barely stand. The thought had crossed her mind that this was exactly the position they wanted her in. Whatever was going to happen, this was only the start. She let it go, even if it was true, it was far too late to do anything about it.


The general watched as his first wave of soldiers swept over the town. His thoughts quickly turned towards overconfidence. This was simply too easy; these ponies, they had no walls to guard them. No weapons could be seen. They had run and hid. He squashed those thoughts immediately. He had seen the soldiers appear. He had seen the attack last night wiped out to the last. These ponies were crafty; they had tricks, underhanded ones at that. He could respect that. As such, his first wave was merely a test run; he wanted to see personally just what they could do.


Rainbow watched as the swarm got closer to Twilight, she hated this plan; she hated using her wife as bait, she hated anything that put Twilight in danger. However, once Twilight decided to do something, Rainbow knew from personal experience that there was no talking her out of it. Twilight was weak right now, exhausted from the day’s earlier events. They had insisted that she conserve her strength. Therefore, she volunteered herself for this. Rainbow wanted to say no, she wanted to scream about how crazy that was. However, there was simply no time for a better plan. As such, Twilight put her trust in Night and Rainbow. Even though Rainbow had no doubt she would protect Twi, she could not escape the feeling of dread she felt that Twilight was in danger at all.

The swarm closed in with hunger permeating through them. They were close to their target. A little alicorn pony that would barely feed one of them. It did not matter, as the honor of first blood would be theirs. However, in their rush to the prey, they failed to notice several key factors. The side paths were being magically blocked off, the top of them were being forced down by a magical wall, the one way barrier that they unintentionally passed through, and most damning of all, their prey was smiling at them.

When the last of the swarm had passed through the barrier, Shimmering Night quickly sealed it off. Causing those in the front to ram straight into a wall of magic that blocked them off from Twilight. She then proceeded to raise the temperature of the air inside the cage, hot enough to ignite the ignition source they had buried inside. The blaze instantly extended, using up its fuel source and expanding to a new one, The Shadowbeings themselves.

Twilight was glad she could not smell or hear anything from inside the cage. The sight of it alone was enough to make her gag. When it was over, and the last of the oxygen had burned off, night lowered the shield. As expected, under the red of the sun, several had survived. It was Rainbow’s turn.

Rainbow flew up from behind Twilight and annihilated those left with wing bursts. The golden energy coming from her wings proved just as effective as the time in Tartarus, regardless of some power up they may have gotten from tinting the sun’s red light.

Shimming Night soon joined her parents in front of the mass destruction they had caused.

“You were showing off a little weren't you kid?”

Night gleamed at Rainbow’s reply. She was pleased that Rainbow had noticed.

“It’s not a compliment.” She gestured a hoof to the mass swarm still hanging above the Everfree. “You will need that strength for what’s to come. Ration it; we cannot have you burned out so quickly. Not with your mom in such a condition.”

Shimmering Night was taken aback by that, she hadn’t given serious thought to the fact Twilight wouldn't just be able to save them if something really bad were to happen.


“Hey, buck up. It was impressive, just, think next time, ok.”

Twilight wanted to laugh at Rainbow telling someone else to think before acting, but there was no time. The next wave would be in soon and they would not fall for the same trick twice.

“Alright, here's the plan…”


Ataxia and Fluttershy made it back to Sweet Apple Acres before the horns starts going off. She reflected that once, this place was a farm, not anymore. Big Mac and Cheerilee had moved to the city years ago, they were raising a family there who in turn had their own kids. Applebloom had married and left as well. The two moved into a house purchased for them by Sweetie Belle and Scootaloo. Some friendships were made to last. Indeed, after Applejack passed, the farm unofficially belonged to Fluttershy; she had used it to care for her critters, which enjoyed the open space.

Reflecting on this almost cost Ataxia her life. As they walked into the farmhouse, several Shadowbeings were lying in wait. They attacked her as soon as she stepped in. In a speed defying her age, Fluttershy raised a wing and repelled the attack with a force shield.

Ataxia quickly regained her wits and smashed her attackers with an oversized anvil she conjured from above.

“Thanks Fluttershy.”

“Don’t thank me yet, there are a lot more of them.”

Ataxia looked around, all over the house Shadowbeings were moving in on the two, a look of hunger in their eyes.



Twilight started to consider the possibility that somewhere in the Everfree forest was a portal that directly linked to Tartarus. After the third wave they had put down there was still no end in sight of the things. Worse yet, NIght was getting tired. While Rainbow looked fine, even she could not be everywhere at once. There was no option anymore.

“Night, call them in.”

“But you told me…”

“I know, but as much as I wish otherwise we can’t do this alone anymore. Besides, several waves are getting past us.”

Night turned around and gave the signal to an awaiting Bright Dawn. At his command, the Royal Guard mobilized for war.


Spike bit the head off yet another Shadowbeing, Even empowered as they were; little could stand up to the might of a full-grown dragon. His fire proved just as effective on them as it was on everything else. However, after the second building caught light he decided to abstain from that for the time being. There was not much point in fighting for the town if he destroyed it in the process.

The path was slow going, these creatures were everywhere, and their task seemed to be just to slow him down, as they were attacking with nowhere near enough of them to stop him. Looking up at the black cloud, he realized that they definitely had the numbers He would have to do something about that.

A loud scream from down the road soon interrupted his thoughts. Somepony was in pain, something bad had happened, worse yet, it had happened to somepony he knew.

“Aurora!” Spike yelled as he took wing, flying as fast as he could to the source of that scream.


The General watched in approval as yet another wave of his forces was utterly decimated. However, his enemies had played all their trump cards now. Every one of their forces was committed to the battle. Well, almost every one, the one responsible for this, ‘It’ had still not committed itself. ‘It’ seemed to stand back and let fly do its work. He could respect that, but, for this situation, it was exactly what he did not need. He would have to separate fly and ‘it’ for this to work.


“Yes, General.”

The General looked down at the failure, the one who had allowed all of this to occur in the first place. The one his master had brought back again and again. Each time the scars remained, each time he was resurrected his master had rewarded him with more. The others, they hated failures, they hated ones who displeased the master. As if the master cared what they thought, as if somehow hating the things he hated would earn them his favor, ridiculous. He however, he liked failures, he like using the ones who had earned such displeasure. For they knew... they knew the cost of such actions. They knew what would happen to them if they failed. They were not afraid of death, only of further failure. Such soldiers were useful, especially now.

“Thanus, separate fly from ‘it,’ keep them separated for as long as you can.”

“Yes General.” In a flash, he was gone. The General knew he had just sent Thanus on a death sentence. He did not care; if he did his job, the master would bring him back. If not, the master would not care. Either way, it was a win. He turned back to watch his masterwork play out before his eyes. There was still so much more to do. However, things were going swimmingly so far.


Celestia and Dayspring both heard the scream at the same time. Despite being in the midst of a battle, Dayspring broke off and started running down the street. Yes, it left Celestia’s flank exposed to the enemy; however, he knew the voice that made the sound. It was his sister, Aurora Flash. For her, he would leave Celestia to fend for herself.


Ataxia grunted in pain as a sharp claw raked her side. She was doing her best to hold her power in check. It had a tendency to get away from her from time to time. As the madder she got, the stronger her magic got. She pushed it back and bucked the creature in the face. As soon as it backed away, she conjured several pieces of cookware and slammed it into a wall. Pinkie Pie’s lessons stuck well in her head. It was the times where you most felt like NOT laughing that you needed to. She could have conjured knives, blades, or swords, however, seeing such a creature of darkness get hit in the face with a frying pan was just the laugh she needed right now.

After what felt like hours, the last of them was finally defeated. She knew it could not have been that long, but exhaustion has a way of distorting one's sense of time. “I think that is all of them. These bastards are a lot tougher than before.”

Fluttershy looked at her and smiled. “Thank you Ataxia, I know that wasn't easy, I know we should have gone to the bunker. I was just so tired…”

Ataxia nodded at Fluttershy, she knew just how the old mare felt. “C'mon, let’s get you in bed.”

As she turned to lead Fluttershy up the stairs, her earlier comment proved to be false. A shadow darted across the floor, coalescing right in front of Fluttershy with a claw swiping towards her exposed neck.



Rainbow shouted at Twilight as she tried, yet again, to get the pegasus to go all out. She knew Rainbow had been holding back, The pegasus was staying by her side the entire time. Only attacking threats that got close to Twilight. Needless to say, it was quite an impressive kill box. Still, Rainbow could do so much more up in the air. Yes, Twilight was not exactly herself right now. However, she was not so tired that she could not defend herself.

“I will not leave you alone in this, not if I can help it anyway.”

Twilight supposed it was adorable that Rainbow would go so far out of her way in order to ensure her safety. Or she would have thought that if it was not so aggravating at the same time.

“GET DOWN!” Rainbow forced Twilight’s head into the ground as she raised a wing to shield them both, several black needles impacted her outer wing, shattering as the magic of the wing proved to be impenetrable to the objects.

“What was that?” Twilight asked.

“I don’t know, but he’s pissing me off.”

Throughout all of this, none of the Shadowbeings had used any form of range weapon. They had all simply been attacking with claws and teeth. The fact that this one did not, that this one actually tried assassinating Twilight at range. He was special, he was an enemy worth killing.

The attack soon came again, and then another three times. Each one was repelled by Rainbow’s wing, although one came from such an unexpected direction that Rainbow almost missed it, almost. She quickly realized that this was not a winning strategy. He only needed to get lucky once and that would be one time too many.


“Go, I will be fine.”

“Which direction?”

Twilight pointed a hoof to where he was currently located; Rainbow nodded to Twilight and took off in that direction, it was the same direction of the last attack, a direction that led her to the edge of Whitetail woods. Near the edge, she spotted him, or his shadow anyway. She had to give credit where credit was due, the bastard was quick. He jumped from shadow to shadow, heading deeper into the forest with each movement. ‘So he knows I am on to him. Good, it means I don’t need to play this game anymore.’

With a loud impact, Rainbow landed directly in her assailant’s path. The shocked look on his face made her smile.

He regained his composure and spoke. “Welcome to my parlor.”

“You tried to kill Twilight, didn’t you?” Rainbow growled out the words.

“Did I?”

She lashed out with a wing, cutting the strange weapon in his claw in half. The creature looked down at the weapon and dropped it.

“You’re faster than before, Rainbow Dash.”

Dash’s eyes grew wide. “You know me?”

Her shock cost her dearly; the creature lashed out with a claw and took a chunk of her front leg with it. Rainbow grabbed at her leg with her other hoof as the creature took a bite from the chunk of meat in his claw. “Tastes like chicken.”

He took off deeper in the woods, with an enraged Rainbow Dash hot on his trail.


Dayspring fought tooth and hoof to reach his sister’s side. When he approached the spot, he found her lying outside their parent’s home, unmoving on the street, her attackers surrounding her. Dayspring was the head of Celestia’s School for Gifted Unicorns, he had a record of accomplishment with spells that rivaled that of Starswirl the Bearded and was only overshadowed by his mother, Twilight Sparkle. As a unicorn in such an important position he had access to some books that the rest of his race did not, he had made extensive studies into the darker magic for some of Celestia's research. He never questioned why they would need such spells. Usually the news reports the next day would shed some light on why they were necessary and if he needed clarification, he and his mom always kept an open dialogue on just about everything.

Seeing his sister, Aurora Flash, on the ground, bleeding, unmoving, and surrounded by Shadowbeings. His mind immediately went back to those spells. Normal spells incapacitated their victims, some even went as far as killing them, however, those were only the highest level spells that a hoof full of ponies even knew existed. Those spells killed quickly, there was no pain. NONE of those would do for what Dayspring wanted.

The first spell he cast tore its victim limb from limb. That alone earned it a spot on the band spell list, however, that was not the end of it. The spell immediately after, clotted the victims bleeding, insuring that he would not die from his wounds. There was pain though, oh yes, the victim felt every agonizing moment of losing all his limbs, one at a time, then got to enjoy feeling his wounds close, as if a flame was placed on them.

The other Shadowbeings looked on in horror, never before had they heard one of their number scream out in such agony. The master himself had never caused such pain to even the most deserving of them. They turned to flee, suddenly scared of the pony coming right at them. They could not; he had completely blocked off any possible escape.

“He got off lucky, I'm still warming up... Trying to run? I wouldn’t waste your energy like that; you'll need it for screaming. 'Cause you’re not going anywhere.” Dark energy wrapped itself around the unicorn, before lashing out at every creature in range.


Spike applied another burst of speed as the screaming in front of him intensified a hundred fold. Whatever was happening, it was causing untold suffering. Fortunately, none of these voices sounded familiar, as he knew most of the ponies in Ponyville. Oddly, that only made him more worried, not less, and when the screaming stopped, his gut was telling him something just happened that could not be undone.

The scene Spike flew up on was out of his worst nightmares, Shadowbeings lie all around, torn, frayed, shredded, eviscerated, and even castrated. Not one of them would ever move under their own power again, yet, all of them were still alive. It looked as if somepony had removed their mouths, so they could no longer scream. In the center of this street of carnage was a shadow covered Dayspring Gleam, gingerly holding his sister in his hooves, crying as he rocked back and forth.

“Day wha…”

Spike never got to finish that sentence, upon speaking those words a wave of magic slammed into him, knocking him back four blocks, his bulk crushed the houses that he landed on.

“Don’t call me that. Only she gets to call me Day.” Dayspring spoke the words through sobs.

He moved a stray strand of hair from her face. Despite all the damage done to her body, her face somehow remained perfect. To him, it always had been perfect.

Spike stood up, grateful for the Dragon Steel armor that Rarity had given him. He looked down in shock as he noticed it was dented where Dayspring's magic had hit him.

“Dayspring, I… I… I am so sorry.” Spike was at a loss for words as he flew back to where Dayspring sat. What do you say to somepony in this situation?

“You're sorry…” Tears kept falling from his eyes, wetting his sister’s mane. “You're sorry, Spike the great and powerful dragon, he’s sorry. I suppose that makes everything all right then… Tell me Spike, what did you do that you're sorry for?”

“I'm sorry for your loss.”

“My loss, you are sorry for my loss. What, did you not love her? Where you the only soul in all of EQUESTRIA NEVER TO LOVE HER!”

“You know I did, I loved all three of you, you're part of my family.”

“Oh, I guess then it’s your loss too. So you should be sorry for our loss, shouldn’t you?”

“Dayspring, you’re scaring me.”

“I have the power you know, it was mom’s gift to me. I could have stopped this. I could have saved her. Yet, I held back, ever since I was young, mom told me I had to maintain control. I had to be in control. Power is not important, only control. Well I let that go, look around Spike, and see what it looks like when you put POWER first.”

Spike did not want to look, memories of what it looked like would never leave his head. However, he did not know what Dayspring would do if he refused. Upon taking in the site again, he reflected that if this is what it looks like when you put power over control, than Twilight was right to tell him that.

“I kept my promises, I held back, my pride caused this Spike, my foolish pride. 'Cause I cared what others thought of me, 'cause I held myself back. I LOST MY SISTER!”

Spike wished that somepony, anypony would get here, Dayspring had gone mad with grief, and judging by the destruction around him, he was dangerous, possibly more so than anything else right that second. Spike could not even allow himself to let Aurora’s death sink in, that had to wait; he couldn't let that be real, not yet.

“However, in keeping those stupid promises, I broke my promise to her, I promised to always protect her… Isn't that what brothers should do? Wasn't that my one job in the whole world? I failed the only true test a brother has, keeping his little sister safe.“

Aurora's face was soaked in her brother's tears.

“Spike… Will you swear something right now, to me… on your dragon code?”


“Swear first.”

“I swear on my dragon code.”

“Finish what I can’t, keep her safe. For me.”

Spike looked confused as Dayspring Gleam finished casting the spell he had been prepping. This spell was not in any book, no recorded of it would ever be found. Those who cast it were not around to write about it later. Dayspring transferred his life force into that of his sister. Ending his life and restarting hers.

As Dayspring fell over, Aurora woke up with a puzzled expression on her face. “Spike… what Happened?”

Celestia arrived seconds after. “Oh no… Aurora dear… I am so sorry.”

The pain from her wounds kicked in seconds later. However, what got Spike's attention was the magical explosion that occurred on the other side of Ponyville, in the direction of Sweet Apple Acres.


Twilight could never get her mind to be quiet, even amongst all of this she kept trying to figure out the reason for the attack. Yes, they were trying to kill everypony here. However, there had to be more to it than just that. Why attack now? The tactics they were using, it indicated a greater level of intelligence than just mindless killing.

“MOM, pay attention!”

“Oh, sorry.” Twilight mentally face-hoofed for letting herself get distracted. In truth she was so used to Rainbow being her protector that she was not paying attention to her surroundings. Night had just blasted one who had gotten to close. “Thanks for that.”

“No problem, just promise me you wont need it too much, Rainbow would kill me if something happened to you.”

Twilight tried to reply, when magic pressure began rapidly building up in the back of her skull. A glance over confirmed it happened to Night too. They looked at each other in pain as a magical explosion rippled throughout the town, coming from the direction of Sweet Apple Acres.

Night nodded to her mom, whatever was going on would need Twilight to deal with it. Night was still needed here; there were more enemies to fight after all.

Twilight took wing and flew to Sweet Apple Acres. She felt bad about leaving Night like that, however, whatever was going on was big. She would be needed for this. The other thing; she could leave that to her daughter.

The cause of the magical backlash became apparent at once. A magical whirlpool of energy was dead center on where the farmhouse used to be. Twilight never actually believed one of these could exist. She had only read about them in theory from her books. Most scholars did not believe them possible, Dayspring was the only one she knew who had given serious consideration to its possibility. His theories suggested that they could only occur when a large amount of magical power was released, uncontrolled all at once. As to the cause, she could only guess at.

When she arrived, it was worse than she ever imagined. The storm was huge, and growing... At its current rate of expansion, all of Ponyville would be destroyed in less than an hour. As for the bunkers… she could only guess if they would survive the storm.

“Twilight!” A yell from behind her caught her attention.


“What happened here?”

“I just got here myself. What do we do about this?”

Celestia paused to examine the event. She had only heard about these once in her life. Starswirl’s lecture came back to her. “We have to stop whatever is releasing this energy. It will be in the center of this maelstrom.”

“Ok, I will go in.” Twilight raised her strongest shield and began walking in. The energy was intense, slamming into her with enough force to knock a pony off her hooves. The shield held, even in Twilight's current state, it would survive much worse than this. The noise of it deafened Twilight to the final words Celestia had tried to tell her.

“Twilight, Dayspring's dead!”

Twilight pushed onward, every step was a fight. Walking into a tidal wave would have been easier. She could not help but wish Rainbow was by her side. Yet, she pressed on, for her it was more of an endurance test. She was good at tests. Never once in her life had she failed one, and she would not fail this one. This one was important, more so than any of the others. Failing this one would result in the destruction of all of Ponyville. It was sapping her limited strength but she eventually made it into the eye of the storm.

The storm seemed to cease in the eye. Inside was a sight that filled her with dread. Ataxia was bent over a yellow pegasus body, that was lying in a pool of blood, judging by the slash at her throat, something had killed the kindest mare Twilight had ever known, Fluttershy was dead.

The purple coated mare with the dark blue mane looked up at Twilight, her eyes were full of tears. When she spoke her voice was not her own, Twilight had heard that voice before, although, it was some forty years before.

“Is this the magic of Friendship Twilight?”

“Yes Discord, this is part of that magic.”

She scoffed at that, turning her head away as to hide her tears. “Some magic. I just lost my only friend in the world. Why, why do you do it? It hurts so much.”

“Let me ask you a question first. Why did you take an Avatar?”

“I'm asking myself that same question right now.”

“Ok, what was your reason for doing it in the first place?”

“I was bored.”

“Is that it? That’s the only reason, now who is lying to who.”

“I was jealous, I saw what you girls had and wanted to experience it for myself, but truly experience it, not just interfere like I normally do.”

‘The truth will set you free,’ Twilight thought to herself.

"Anyway, back to your earlier question. You see Discord, Chaos, Ataxia, whatever I should call you. We're mortal. Our lives are finite; as such, we only get the highest enjoyment because of the lowest depths. We experience fun and know its fun because we also experience sorrow. We can love because we hurt. We can be happy because we can be sad. You cannot have one without the other. Fluttershy, she was precious to you because she would not last. It is the same for me, for all her friends. We will grieve for her, together. We will all remember the good and the bad. Although with Fluttershy it will only be the good.”

Ataxia chuckled a little at that, truly she could not think of anything bad that anypony could ever say about Fluttershy, she was the kindest mare in Equestria.

“You were wrong about one thing, she's not your only friend. You have many friends Ataxia, you always have, including me.”

Twilight offered Ataxia her hoof. She looked at the offered appendage, considering, maybe, just maybe, Twilight was right. She looked up at Twilight. “You don’t seem to shocked about all this.”

“I figured it out years ago. Nopony sees you for years and the date just happens to correspond with Rarity’s pregnancy. C'mon, You know I'm smarter than that. As far as the whole communicating thing, I can’t imagine the God Chaos wouldn’t make at least a few changes to the spell.”

She chuckled at that, it was not a laugh, but it was a start. “It won’t last you know, I will not be able to communicate with you for much longer. It only happened because of all this.” She gestured to the storm with a hoof. “You have to get this power back inside of me. It will destroy everything otherwise.”

“I can manage that.”

“For what it’s worth, thank you, thank you Twilight Sparkle. Thank you for being my friend.”

Twilight smiled at her, and then closed her eyes. For this, she needed total concentration and given her current state, her earlier statement about being able to handle this just then might have been a little premature.

Celestia was forced to take a ringside seat as the whirlpool of energy kept growing; she had to back up as the expansion increased. Whatever was going on inside needed to happen soon. Then she noticed a purple light shooting up out of the center. The light expanded in all directions. Encircling the power of the storm, then slowly, ever so slowly, it started to shrink, until, at last, all the power collapsed in on itself. Revealing an exhausted Twilight, and Ataxia still holding onto Fluttershy’s body.


“The crystal is fully charged General.”

“I would hope so, I saw that power release from here, ever hear of a thing called overkill? It doesn't matter now; we are ready to enact the last part of this. Take the crystal to the heart and release him.”

The Shadowbeing took the crystal to the center of the ritual. The crystal was fully charged with the stolen energy of the one the ponies had called Ataxia; it was remarkably easy to cause that mare to lose her control. To cause her to let go of all that energy. Carrying the crystal to the heart turned out to be a much harder task. The power it had absorbed caused its temperature to increase exponentially. It was literally burning a hole in his hand.

“Do it, release him!”

He stabbed the crystal into the stolen Occulous. The release of energy vaporized the Shadowbeing in one fail swoop. The General sat back and watched as his final goal here was achieved. For the first time in millions of years, a Titan would walk on the surface of this world.


“Twilight, what in the world?”

Twilight removed herself from Celestia grip and looked in the direction of the massive disturbance of magical power. A creature was emerging from the Everfree forest. One of truly massive size, one that had the stature that would rival a mountain, one that she recognized instantly, one she had wished never to see again. After all, once you saw one Titan you could never forget it.


Twilight's fatigue was instantly forgotten. This was a threat that she needed to deal with now, it did not matter that she was exhausted, it did not matter that she was near her end. All that mattered is that this thing never be allowed to roam free. Only she could do it. Not even Celestia commanded that sort of power. She had no choice.

It would be her versus it.

Twilight Sparkle vs. a Titan.

Author's Note:


Thanks goes to Electrostatic for help editing.

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