• Published 7th Apr 2012
  • 30,624 Views, 943 Comments

Alicorn - Aldea Donder

When an incredible revelation sends Rainbow Dash's life into a tailspin, she finds herself at the mercy of emotions she never thought she had, faced with hard questions and impossible choices.

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05. The Shadow Risen

by Aldea Donder

My Little Pony: Friendship is Magic is property of Hasbro, Inc.
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The Shadow Risen

Originally Published 4/1/2012

“P-Professor? May I come in?”

The ebony door rose up, ancient and unknowable. Twilight Sparkle stood before it for a while, staring at her skulking reflection in the brass, flinching at the audible quaver as her voice limped down the spiral stair to the floor of the tower, and pretty much feeling like an idiot.

She knocked again, and again there was no answer. Trying the knob, she found it unlocked, and she nudged it open a crack. “Professor?”

The bedroom was immaculate. It had all of the castle’s customary garnishes—expensive marble, elegant furnishings, beautiful latticework, and the like—but not a single personal item adorned it. No artwork, no photographs, no trinkets, tokens, or mementos. The bed might have gone unslept in for a hundred years for how neatly made it was, and Twilight was especially bewildered to see not a single book peeking out from the long-running shelves.

“Twilight Sparkle! Is that you?” said Sage, stepping into view.

She felt the beginnings of a grin, the hot blush creeping up. All those hours in school, listening to his lectures, gazing awestruck at his magic, hanging on his every word… A dozen years of inspiration flashed in front of her eyes.

But she put on an even face. Professionalism. Sophistication. Maturity. You’re an adult now, Twilight. So act like one.

“Um… H-H-Hello, Professor Whitehoof,” she heard herself say.

She facehoofed. Nice job, Twilight. Very sophisticated.

“Well, don’t just stand out there on the steps, my dear girl! You didn’t have any difficulty making an entrance a couple of hours ago. I don’t see any reason why it should trouble you now. Please, enter.”

Twilight did just that.

Sage strolled over to the desk and picked something up. A small hand mirror, by the shape of it, with the looking glass wrapped in velvet cloth. He levitated it into a little trunk, which Twilight now noticed at the foot of the bed, and then he gently shut the lid.

“Are you packing?” she wondered.

“No. Quite the opposite. Princess Celestia has invited me to stay here at Canterlot Castle for the next few weeks, that I might oversee… certain things. I’m free to decline, of course. But just between you and me,” Sage said with a wink, “I think I’ll stay.”

“Really? I mean… are you finding the accommodations satisfactory?”

He smiled. “You always were one for formalities. I’ve outgrown them, myself. But then again, I have a few more years under my belt than you.

“Why, I remember the day Princess Celestia first brought you to my door. It wasn’t so long ago, you know. Oh, I’m sure it seems an eternity to you, but to me, the years are like chariots, racing past on wheels of light. One thing, though, which I’ll never forget… even back then, while all your classmates were busy magic fingerpainting, you still had your little nose buried in a textbook.”

Twilight turned a deeper shade of crimson. With every expert pull at her heartstrings, she felt her resolve weaken and crack, as the barricades of her self-consciousness threatened to come down in face of a torrent of roiling emotions. She wanted so badly to reach out to him. To show him how much she cared, and how she hadn’t forgotten.

Sage continued, “Of course, as grown-up as you fancied yourself, you always found it in you to put aside those little formalities and greet your old professor with a hug…”

That was it. The dam burst, and all her pretenses about maturity and adulthood fell forgotten by the wayside.

Twilight ran to Sage, embracing him in friendship.

Sage’s silver eyes twinkled. “It’s been too long, Miss Sparkle.”

“Oh, Professor, I’m sorry. I’ve been so preoccupied with my advanced studies, and the princess, and my friends in Ponyville—”

“Nonsense, my dear,” said Sage, returning the hug in earnest.

He strolled over to the hearth and reached for an amber bottle on the mantle. “The magic of friendship is ancient and powerful. It’s well worth your study. Would you care for a drink?”

“Oh… No, I couldn’t.”

“You’re a grown mare now. You’re welcome to share in a drink with your senile old headmaster if you like.”

“Thank you, Professor, but I’m alright,” said Twilight. She paused for a few moments to ruminate on his words. “Do… Do you really think my studies in Ponyville are important?”

Sage smiled distantly as he poured into a glass. “Absolutely, I do. And Princess Celestia shares in that opinion, to say nothing of Princess Luna. As much as you are Celestia’s protégée, I think you will find you have no greater advocate than the young princess of the moon.”


“She has much to be thankful for, and at least six ponies to whom she owes her gratitude. None of them more so than you. As a matter of fact, we all owe you a great deal.”

Sage sighed. “But I’m a sentimental fool. Forgive me. The hour grows late, and I’m sure you didn’t come all the way to the West Tower to listen to me prattle on.”

“Professor…” Twilight struggled to find the right words.

She approached him again, crossing the room to stand beside him at the fire, and touched him tenderly on the shoulder. “Just being here, with you… Being able to talk to you again, after all this time… It’s well worth a late bedtime.”

Something moved before Sage’s eyes. “You’re too kind.”

Twilight opened her saddle pack and produced the letter. “This came to my home at the Ponyville library yesterday. I take it you were the one who sent it?”

“Indeed, I was. Thank you for answering the summons so promptly. I feared you might delay in coming to Canterlot. As intentionally vague as the letter was, it pleases me to see you correctly interpreted its urgency.”

The young unicorn’s brow knit in confusion. “I don’t understand. The last time I got a letter that was anywhere near this serious, a dragon had taken up residence in the mountains west of town, and Princess Celestia asked me to convince it to find another roost. That letter wasn’t vague at all, though. Why the sudden need for secrecy?”

Sage seemed to mull over the question as he stared into the crackling fire, raising his glass every now and then to take a drink.

“Twilight, do you remember the Three Pillars?” he asked at last.

“I—well, yes, of course. Wisdom, Fortitude, and Devotion.”

“Qualities that your friend, Rainbow Dash, sadly lacks. She has a fiery temperament, as you know, and a chip on her shoulder where school and learning are concerned. It wouldn’t be a problem if not for her newfound powers, for what Rainbow Dash lacks in control, she makes up for in raw magical ability.”

“Are you sure we’re talking about the same Rainbow Dash?”

“Last Wednesday, in a fit of rage, she blew up the royal dining room.”

“She blew up the dining room?” Twilight struggled to wrap her brain around the concept of her high-flying pegasus friend slinging spells, and she came up a mile short. She defaulted to sarcasm. “What happened, did somepony insult her favorite Wonderbolt or something?”

Sage chuckled. “There was a little more to it than that. Regardless, it stands to reason that Rainbow Dash is a force of nature. Most of the time, her powers lie dormant beneath the surface… but unchecked by careful study, they have a proclivity to explode forth with all the sound and fury of a volcano. She’s a danger to herself and everypony around her, and so she requires a guiding hoof to teach her the ways of magic. Which is why I’ve nominated you for the task.”

“What? Me? I’ve never taught anypony anything in my whole life!”

“There aren’t very many things in this world more powerful than the magic of friendship, and the bond between you and Rainbow Dash runs deep indeed. You are the pony for the job.”


Sage’s smile faltered. “Of course, it’s up to you. You are free to decline if you wish. I only hope Princess Celestia won’t be too disappointed…”

Twilight’s eye twitched. “Disappoint…? The princess…?”

Sage downed the rest of his liquor, then turned away to pour himself another drink, pausing briefly to admire his victorious smirk reflected in the bottom of the glass.

“W-Well, I wouldn’t want to disappoint Princess Celestia…”

“You’ll do it then? Oh, I’m so happy to hear it!” said Sage, clapping her on the shoulder. “Now, don’t fret about a thing. Just make up a list of the items you’ll need brought from your home in Ponyville, and I’ll see that a courier is dispatched to pick them up.”

Twilight looked confused. “Items? From Ponyville…?”

“In preparation for your extended stay, of course,” Sage explained, as if it were the most obvious thing in the world. “I’m sure there are plenty of things you’ll need that you didn’t pack—textbooks, spellbooks, glyphs, charts, reference materials…”


“—would be better to remain in Ponyville. You’ll want your dragon there so you can send letters to your friends, won’t you?”

Twilight’s mind reeled. The conversation was moving too fast for her to keep up with.

Sage quelled her anxieties with a reassuring smile. “It’s admirable of you to volunteer for this duty. Truly, Rainbow Dash has no better friend in the world. And Princess Celestia has no finer pupil.”

“Th-Thank you, Professor,” said Twilight. “But… if I’m really going to do this… I think I’d rather go back to Ponyville and do my own packing. I don’t know how I feel about the idea of some stranger going through my things, and I never actually said goodbye to any of my—”

“I would advise against that.” A hard look swept across Sage’s face.

Twilight was taken aback. “Professor?”

“Miss Sparkle, you’re a bright girl, and you’ve known me long enough to trust my judgment. So trust my judgment in this. Stay in Canterlot. Don’t go back to Ponyville, and don’t venture outside the castle alone.”

With those ominous words, Twilight remembered the purpose of her visit. The secret meeting in the lower chambers of the castle, and all the dark things she had overheard from behind that decrepit wall. Curiosity vied with apprehension as she regarded her old teacher, searching for an explanation amidst all the shadows at play on his face in the fitful orange glow of the fire.

“I grew up here in Canterlot,” she said, her eyes narrowing. “Before I moved to Ponyville, I lived here for most of my life. Nopony has ever told me it wasn’t safe to go outside before.”

Sage sighed. “Twilight…”

“And the letter. You never answered me when I asked you why it was so vague. You just changed the subject.”


“And that meeting you had with Princess Celestia and Princess Luna, down in that room—that war room—”

“Twilight. Please.”

“No, Professor,” said Twilight, her face taking on a stony countenance all of its own. “There’s something going on. If it’s drastic enough that you don’t want me to leave the castle, I think I have the right to know why.”

Sage mustered a weak smile. “I wish I were at liberty to tell you. Two nights ago, the princess visited me at the Academy to ask for my expertise in this ordeal. I swore to her then that I wouldn’t divulge any of the secrets she revealed to me—secrets she’s worked very hard, over many months, to unearth; secrets that ponies much younger and more nimble than I am have risked their lives to come by. I can’t betray all that, Twilight. I can’t violate that trust. Not even for you.”

“I… I guess I can understand that. But—”

“Shh. Listen to me, Twilight.”

As he stood there nursing his drink, age itself seemed to seep into his every feature, clouding his eyes and evaporating the levity and the vigor that Twilight had always known him for.

“An old stallion sees many things, in his days upon this earth, that he would sooner forget than go on remembering,” he said, his voice heavy with gravity. “I’m old, Twilight. Older than you know. And the things I’ve seen in my life… Tragedies which ended empires. Injustices that scar the soul. Love so bright, it could light up the sun, turned as cold and dark and desolate as the moon.

“All your life, you’ve known only peace and pleasantness. A world in harmony under the banner of Celestia… and now Luna, as well. But there are still some ponies who are like me, who are old and full of memories. Who remember the tragedies and the injustices, yet who’ve forgotten the love. Time has turned their passion to madness, and their bitterness into the worst kind of religion.”

Absently, he swirled his glass, peering down at the little vortex which churned the brandy. “Hate is a violent, dangerous, all-consuming thing. It lures in the best of us with false promises and inflamed rhetoric, and one need only wade into it haunch-deep to find oneself seized by the current and swept down to its hungry depths. It seems a few of Equestria’s youth have been snared by this undertow, pulled in from the fringes of society to serve a master much more sinister than they realize. It has nothing to do with you—or with Rainbow Dash, for that matter. That this comes on the morn of her Unity is a fluke of timing. No, this has been brewing for a long while now. Especially since the last Summer Sun Celebration.”

“Does this have anything to do with Nightmare Moon? With what my friends and I did last year to stop her?” asked Twilight, searching out his eyes. When she found them, she held on and didn’t let go.

“I can’t tell you that,” said Sage. “I wish I could.”

The darkness wrapped around him now as the fire began to burn out and its orange radiance retreated behind the logs. Sage levitated a poker from the rack beside the hearth and nudged the wood. The flame surged with renewed life.

“Heed my advice,” he said. “This castle has stood, impenetrable, since the time of the Coronation. It has never been assaulted. It has never been breached. And as much as our resident captain of the guard might like to boast, it has less to do with the diligence and training of his ranks than it does with the enchantments placed upon the cornerstone. As long as you have a hoof inside the castle or on its grounds, no harm may come to you from anypony with malice in their heart.

“You are destined to do great things, Twilight. Heed my advice. Don’t go back to Ponyville. Don’t risk your future and your life. Some things are more important.”

Sage ended his monologue, and then the room knew only the crackle of the fire, and the whistle of the wind through the gaps in his curtained window. Twilight was quiet for a long, long time.

At last she spoke again, “My friends. The other Bearers of Harmony. Applejack, Pinkie Pie, Fluttershy, and Rarity. Are they in danger?”

“The princess has placed them under constant surveillance. No harm should come to them.”

“But it could?” Twilight asked, the anxiety rising in her voice. “Maybe you should bring them all to the castle. I mean, if it’s really as dangerous as you say—”

“They have lives. They have stores and farms and animals to tend to, and they have families who love and depend on them.”


“Don’t spend your hours fearing for them. They’re under the Guard’s protection. They will be safe enough.”

Twilight’s head spun. “I—I don’t know what to say, Professor. This is all so much. When I left Ponyville this morning, I never expected…”

Sage smiled. “Fortitude, Twilight. Fortitude and Wisdom. Don’t fear. This isn’t your burden to bear. Just walk the path in front of you, and let me handle the rest. Rainbow Dash needs your help.”

Twilight nodded, lost in her thoughts.

Sage patted her on the shoulder. “It’s almost night. You must be tired. Would you like me to walk you back to your room?”

Twilight shook her head. “No. I’m fine. I… I think I need some time by myself to go over all this in my head, anyway. Thank you for everything you’ve told me.”

She took him in a hug again, wrinkling her nose as the silvery hairs of his beard tickled her. After a few moments, she broke it off, and with one last nod and the smallest smile, she marched over to the door.

Her hoof stopped inches from the knob. Then she remembered…

“Professor… What is the Ascendancy?”

The breath hitched in Sage’s chest. He stared into the fire.

“A Brief History of Equestria, Part One, Chapter Three, Page 171. The Canterlot Archives should have a copy,” he replied at length. “If you can’t find the answers you’re looking for there, ask me tomorrow at the end of the day, if by then the whole world doesn’t already know. By the grace of Celestia, I pray that won’t be the case.”

Twilight nodded. “Thank you, Professor. Good night.”

The door glided silently open, and Twilight slipped out. Sage listened to the sound of her hoof-falls as she circled down the stairs to the base of the tower and out onto the castle ramparts.

He continued to stare into the fire for a long time after she left.

Then, with a cursory glance toward his trunk, he set the brandy glass back on the mantle and reached straight for the bottle.


The setting sun stroked the marble fixtures of the East Garden with a golden brush, tinting everything its dazzling shade of yellow. On top of a certain statue lay Rainbow Dash, gazing skyward with her hooves behind her head. Nearby, the Caretaker worked a rose bush, listening to her relate the day’s adventures.

“…and then he called me a PEASANT! That stupid JERK!”

At least, she would have been speaking about the day’s adventures if she didn’t keep coming back to the subject of Tristar. Over the last fifteen minutes, she had called him by every bad name that was in the book and a few that weren’t.

“And then—THEN—he tells me I haven’t got any honor. Like he’s the most honorable pony ever to walk the face of the earth! And not even ten seconds later, he tackles me THROUGH A WALL!”

“It looks like ye survived, lass.”

“Yeah, but seriously, what kind of guy DOES something like that? I’m supposed to be a freaking princess, and BAM! Right through three inches of solid rock! Can you believe that?”

“Actually, I can.”

The navy-blue pegasus took off his straw hat to wipe the sweat from his forehead, gazing up at the plant with hard-set determination. It was a big, overgrown thing, towering twice his height above him, with no more than a couple early-spring roses peeking out through the gangling mess. He took a minute to look at it critically, then went straight for the shears, lopping off huge swaths of foliage until it was down to hock-height.

Rainbow glared. “What? You’re saying there’s a reason why he had to go all linebacker-mode on me?”

“That’s a silly question. There’s a reason for everything.”

“Oh yeah? And what’s his reason?”

“It seems fairly obvious to me.” Snip. Snip. “He doesn’t like you.”

“Well, the feeling’s mutual!”

With a petulant little sneer, she rolled off her perch and took to the air, drifting over to where the pegasus worked, still staring up at the sky as her wings beat lazily beneath her.

“Aye, lass, you can hate him if you choose. It won’t make a difference to him, though. You’ll always be a bam to him.”

Rainbow flipped over in mid-air to give him an odd look. “A what?”

“A bam.” Snip. Snip.

“What the hay does that mean?”

“It means he won’t be voting for ye in any popularity contests.”

“Well, I coulda told you that already!”

She watched with mild interest as he lowered his shears and kneeled beside the freshly-pruned bush, sweeping out the brush with his hooves and tossing it into a pile. Once that task was done, he took each rose cane in his arms and began to gently strip them down.

“What are you doing, anyway?” she asked.

Scrape. Rustle. Scrape. “Taking off the leaves.”


“So they can grow back again.”

“You just cut the whole thing down to a shrub. What’s the point?”

“The point is to clean it of any insects or diseases that might’ve taken hold. Don’t worry, she’ll come back tall. This time next year, I’ll have to trim her back down to size again.” He grinned. “I always do.”

He continued to strip the plant, skimming his hooves along the canes in long, downward strokes until all the foliage came off. It was only a few minutes before the bush was brought down to bare sticks and all of the leaves found their way into the pile. When he finished, he stood up again and turned to face Rainbow.

“Now then, lass, how is everythi—” He broke off mid-sentence when he noticed the frown still etched into Rainbow’s face. “Oh, come now, you aren’t still on about that daft captain, are you?”

“So what if I am?” She flipped over again, picked out one mischievous little nimbostratus cloud bobbing his way through a patch of cumuli, and made him the focal point for all her anger. “Guy’s a jerk.”

The old blue pegasus dusted off his hooves and looked off at the sky with her. “Aye, that he is. But what good will it do sit and stew?”

“I just wish I knew why the guy hates my guts so much. I mean, yeah, I probably didn’t do myself any favors when I started running my mouth, but that dude’s had it out for me since the day we met.”

“Tristar isn’t some lowly servant. His position as captain of the guard is honorific. It’s been in his family for umpteen generations, passed down from father to son over the centuries. He belongs to a noble caste. He’s a member of the High Court of Canterlot.”

Rainbow turned up her nose. “I don’t see what’s so noble about him.”

“He is what he is, and his noble house happens to be among the most exalted in all the kingdom. His ancestors were some of the most virtuous, courageous, and self-sacrificing ponies ever to lay down their lives in the name of Equestria.”

A smile passed over the Caretaker’s face as he stooped down next to the leafless bush again. “They were also some of the proudest. It’s a load of rubbish, lass, but as ye learn the ropes of Canterlot, ye’ll come find the same is true for a lot of the old clans. As the years fade into decades and the decades into centuries, so do titles fade into entitlement.”

“I still don’t see why he’s gotta be such a jerk.”

“The High Court isn’t the most accepting lot. They’re a loud-mouthed bunch of blaggards, and they place a lot of weight on things like pedigree and purity of birth, which you have naught of. I gander your prominence seems very much like an intrusion to them. Then there’s the social order to think of… For a millennium, Princess Celestia has been the fulcrum on which they teeter and totter—and then to have you show up! I’ll betcha five bits they’re all scared out of the gourd you’ll disrupt the status quo, and suddenly Celestia won’t be granting them favors anymore.”

“Good! If they’re anything like Tristar, she oughta just fire them all!”

The Caretaker smiled. “Aye, well, that might be wee bit hard. They’re a tad entrenched in way of things anymore, and they wield a lot of power and money. The Princess would have less of a rabble on her hooves if she sacked the all of Parliament.”

Rainbow yawned. “This is super interesting and all, but it still doesn’t change the fact that Tristar is a—what are you doing now?

The old pegasus leaned over the naked canes of the rose bush, giving each one a close eye as he sifted through them. “I’m inspecting the plant. Trying to decide what’s worth keeping.”

“But there’s barely anything left of the plant! You just cut it down to a third of its size and took off every single leaf!”

“Aye. And now I’ll cut her down even more.” He picked out one of the canes in the back and turned it over in his hooves. A frown curled his lip. “Ack. Discolored.” He reached for the shears again.

Rainbow only watched for a minute or two more before she realized how totally, utterly, mind-numbingly bored she was. She flew back over to the statue and threw herself onto it with a strangled groan.

“ARGH! This SUCKS! I wanna cruise the sky so bad!”

Snip. Snip. Snip. “Well, what’s stopping ye?”

“Stupid Celestia, wasting my bucking time! As if the last however many days weren’t bad enough, she’s gotta keep me waiting for hours until her dumb meeting lets out.”

“I’m sure it wasn’t her choice, lass. As the ruler of this kingdom, there are a lot of tasks on her plate which aren’t exactly a barrel o’ monkeys. It takes patience and sacrifice.”

“Sacrifice,” Rainbow muttered. “What a stupid word.”

“It’s an important word.”

She shot the Caretaker a look. “What’s so great about sacrifice?”

“It’s a sacred thing. There wouldn’t be an Equestria today if not for it. The next time ye chance to open a history book, ponder, sometime, why there are so few alicorns left in the world, or how this harmony came to be. Little is possible without sacrifice. Celestia has learned that well over her millennial reign, and in time, so will you.”

He finished clipping away at the bush and stepped back to admire his work. With a satisfied smile, he laid down his shears and disappeared off to the shed around the corner. He returned with a wheelbarrow a couple minutes later, squeaking and trundling across the lawn to stop in front of the sizable pile of brush. “Would ye mind giving me a hoof with this?” he asked Rainbow.

“Huh? Oh. Sure.”

Rainbow jumped down off the statue and approached the leafy heap. She picked up a few sticks between her teeth and dropped them into the bed of the wheelbarrow. Then she did it a couple more times.

She would have kept right on doing it if the Caretaker’s unimpressed look hadn’t stopped her in her tracks.

“Whafft?” she garbled out from around a mouthful of twigs.

“I meant with magic. That horn of yours could take care of this job in two shakes of a lamb’s tail.”

She spat out the foliage. “Huh? Magic? I don’t know any of that mystic mumbo-jumbo. I’ve only had this thing for a couple weeks.”

“Well, I thought—”

“And what’s with the smear against lambs, anyway? Some of my best friends are lambs.”

“Ah, well, forgive me for being so improper,” the Caretaker said with a roll of his eyes. “Might want to consider brushing up on your spells. I’ve known enough unicorns in my day to say magic is a useful skill.”

“So how do you want to do this?” Rainbow asked.

The pegasus picked up a branch in his jaws. “The old fashioned way.”

They worked together for the next five minutes, clearing away all the pruned plant-life. When everything was said and done, a veritable jungle of vegetation spilled over the lip of the wheelbarrow. The Caretaker took hold of the handles and made ready to cart it away.

“Time for me to go,” he said. “Don’t worry your head. Celestia will be along shortly. Just give her time.”

Rainbow sighed and sat down against the base of the statue. “See ya.”

“Eyes forward, lass. Eyes forward.”

The Caretaker gave her another one of his crafty little winks. Then he started on his way back down the garden path, whistling a jaunty tune as he pushed the wheelbarrow along.

Rainbow just kept staring straight ahead, unblinking, expressionless, as he turned the corner and departed out of view. As the sun reached the end of its daily transit, and the amber-tinted grass shifted to hues of gray and violet beneath the darkening sky.

Ten minutes passed. She closed her eyes.

When she opened them again, there was Celestia right in front of her, coming up the same walk the Caretaker had just left by. Her multicolored mane streamed off to the side in the gentle breeze.

And… And there was something different about her. It took Rainbow a few seconds to figure out what it was.

She was smiling.

Not the strained kind of smile she had put on the other evening when Rainbow ambushed her in her office. Gone was the usual uncertainty, the apprehension, the weakness that Rainbow had come to expect of her and disdain her for. Instead, just an easygoing smile. And a twinkle in her eye that said she was planning something.

“Hello, Rainbow.”

Rainbow gazed up at her with a puzzled look. “What’s up?”

Celestia stopped a short distance away. She leaned down to meet her daughter at eye level. “I’m sorry I took so long. I know how anxious you are to fly. I think I might just be able to do something about that… but if you’ll come with me, I have a little surprise for you first.”

Rainbow perked up. “Surprise? What surprise?”

Celestia just smiled. “Come with me, and I’ll show you.”

“Alright. I’ll play.” Rainbow picked herself up off the ground, cracking her neck back and forth. “Where are we going?”


A mighty gust from her wings kicked up a storm of petals and leaves and blades of grass. Rainbow dug in her hooves and shielded her eyes as the sudden whoosh blew back her mane. The Princess skyrocketed high into the air, up and away.

“Come on!” Celestia shouted from twenty feet above. “What are you waiting for? I thought you were the fastest pony in Equestria!”

Rainbow snorted. “Is that a challenge?”

“It’s more than a challenge!” Celestia smirked. “It’s a race!”

She shot off the ground like a cannon. As soon as her hooves left solid earth, Celestia tore off into the night, pointed toward the lilac towers and twilit rooftops of the castle.

“Oh, it’s on!”

Rainbow took off after her, teeth grit and wings pushed to their limit, powering upward as hard and fast as she could. The graying landscape of the garden spiraled out of view beneath her, and then it was just her and the open sky.

And Celestia.

Far out in front of her, the goddess soared. Not flew, but soared, as if she were riding uphill on an invisible train. Her wings flared out, but she didn’t flap them. Not once. It was like every molecule of air just leapt out of her way to allow her to slip between the streams.

And Rainbow was stuck behind.

She pumped her wings for all she was worth. Celestia’s contrail arced around the golden domes, fifty feet of pastel rainbow blazing through the dark of dusk.

Now sixty feet.

Now seventy.

Rainbow growled and pumped her wings all the harder.

Up was the hardest way to fly, and she was starting to feel it in every muscle of her body. Her lungs heaved, and her heart pounded a drumline in her head, and the wind screamed in her ears, and now she was eighty feet behind, and now she was ninety—

“What’s the matter?” shouted Celestia. “Can’t keep up?”

Anger. Little flashes of anger going off like fireworks before her eyes.

“You wish!” she yelled back. And still she flapped. Faster. Faster.

So what if she couldn’t beat Celestia on the ascent? She’d make up for it on the straightaway. All she needed was a little downward momentum. As soon as she heard the whistle of that mach cone, she’d have the whole thing won. Fifteen seconds of straightaway was all it would take.

Celestia swerved around a corner.

She swore.

Then she followed.

Above the magisterial halls of the throne room, between the tapering towers, they flew, the little fuchsia flags atop every spire painting them a narrow racetrack. This was it. Her straightaway. She could feel the mach cone stirring up, the air pressure whipping against her face—

Celestia swerved again.

Rainbow slammed on the brakes and veered sharp, barely managing to avoid slamming into the observatory dome. She snarled. “You’ve gotta be kidding me!”

And on, they went. Celestia threaded the battlements and looped the turrets and took a hairpin turn every other second, and Rainbow chased her, not quite catching up, but not losing ground anymore, either.

And as they went on, she began to feel something bubbling up inside.

Fun. Exhilaration. Happiness.

And something else.

Something to do with Celestia. Something she hadn’t ever felt before.

Something she didn’t quite know what it was.

They flew around the pointed tip of the West Tower, the whole of the valley laid out beneath while the moon smiled down from the amethyst sky. Celestia still out front, Rainbow not far behind.

And then she saw it.

Sitting on a ledge of the mountain, where the waterfall crashed down from the snow-covered peak. A round marble building, like a miniature Colosseum, tucked away amidst the crags and crevices.

It was the finish line. It had to be.

And Celestia was flying straight for it.

Celestia was flying straight.

Rainbow grinned a devilish grin. She trimmed her wings.

The mountain loomed large, the speed blurred her vision, the scream of the mach cone rang loud, rang shrill, she nosed up, tightened her body, came up fast on Celestia before Celestia even knew what was happening. By the time the goddess realized, it was almost too late, but she kicked it into high gear at the last second, and then they were racing side-by-side, neck-and-neck, down toward the mountain, down toward the finish line. There wasn’t enough distance to pull off a rainboom, but Rainbow knew she was fast enough to win, she just knew it.

Because the only thing Rainbow Dash liked more than flying fast—

They dived in unison toward the open top of the building—


One final burst of speed, and Rainbow pulled out front. They plunged down beneath the marble rim, past the columns and the arches, toward the finish line, toward the floor.

Rainbow’s hooves touched down first.

Not half a second later, Celestia landed beside her. “Oh, my, that’s the most fun I’ve had in ages!” she laughed. “But I have to hand it to you. You won the race fair and square.”

Rainbow panted. “Ha… Ha… You actually… thought you could win?”

“Against Equestria’s best young flyer? Oh no, of course not. I thought I’d give it a try though. You have to admit, I came close.”

“Give it a… few more… centuries… of practice… and you might just… stand a chance… of beating me!”

Rainbow’s legs buckled. She promptly collapsed onto her back.

“Hold on… just gimme a minute… to catch my awesomeness…”

Celestia leaned down. “If you’re winded, a drink from the pool might slake your thirst. It’s fresh, clean, ice-cold mountain runoff. Don’t worry about the animals. It’s enchanted for purity.”

“Pool…? Animals…? What the hay are you—whaaaaa?”

Only then did Rainbow open her eyes to the vast, circular lake which stretched eighty feet from side-to-side, dominating the whole floor of the amphitheater. At least a dozen fountains fed into it, adding their gushing white water to the placid blue. And all around, there were towering trees with trunks that shined like pearls in the moonlight and leaves of every color under the sun.

And there were birds. Hundreds of them. Eagles and hawks and owls and parrots and toucans and sparrows and ospreys and loons and doves. Peacocks strutting across the grass with their tails on full display. Giant pink flamingos with dopey grins balancing one-legged in the water.

Rainbow groaned and climbed back to her hooves again.

“How do you feel?” asked Celestia.

“Like I just dropped into Fluttershy’s dream come true.” She watched in disbelief as a trio of ducks floated up to where they stood on the bank, quacked, and took off laughing amongst themselves. “What is this? Some kind of bird zoo?”

“This is the castle aviary. It’s what I wanted to show you.”

Celestia pursed her lips and whistled. There was a flicker of orange, a shock of flame in the treetops, and then a huge, fiery bird swooped down and landed on Celestia’s hoof. It was—

“Philomena, this is Rainbow Dash. I believe you met before, correct?”

The phoenix flared out her wings in greeting. A plume of fire went up from the tips of her feathers.

Rainbow stared, open-mouthed. “No way.”

“Aren’t you going to say hello to Philomena, Rainbow?”

“Er… Yeah. What’s up, Philomena? Long time no see.”

Philomena cawed a hello.

If the blaze of the phoenix was anything to write home about, the fire that burned in Celestia’s eyes was something even warmer.

“Hold out your arm, Rainbow,” she said.

Rainbow stared up at her suspiciously. “Why?”

“So Philomena can perch on it, of course.”

“What? N-No, I don’t think that’s such a good—”

“Shh, Rainbow. Trust me.”

With trepidation, Rainbow extended her hoof. Philomena opened her wings and took flight, and a burst of hot air washed over Rainbow as the phoenix gave one mighty flap. A second or two later, the fiery bird made the short hop onto her vulnerable, exposed, very-much-not-fire-resistant arm. Rainbow flinched. And then…

Nothing. There was no heat. No pain. No burnination.

“She’s… She’s cool,” Rainbow said.

Philomena flared her wings and preened.

Celestia smiled. “Philomena thanks you for your compliment.”

“No, I mean she’s literally cool. As in, the opposite of hot.”

“Phoenixes only scorch their enemies and those who seek to do them harm. To everypony else, they’re as mild as a daisy.”

Rainbow grinned and sat down at the shore of the pool. She stuck out her other hoof, and Philomena jumped between them, her fiery plumage rustling against her mane. “This is wicked awesome.”

“I’d like you to have her.”

Rainbow stared in disbelief. “What?”

A wisp of sentimentality graced Celestia’s face. She reached out with a delicate hoof and stroked Philomena under her beak. The phoenix gave a soft coo. “Philomena has been my companion for hundreds of years, for countless dozen life cycles. Ever since she was a hatchling, when I saved her from a liontaur in the grim reaches of the Fringe. I arrived too late to rescue her parents—”

Philomena gave a little caw and rubbed her face up against Celestia’s, as if to reassure her. Celestia smiled and closed her eyes.

“—but life goes on. It always does. And over the centuries, Philomena has proven to be the truest of my friends.”

“So where’s the part about me having her come in?”

Celestia chuckled. “That was probably a poor choice of words on my part. Philomena isn’t a possession to be had. She has a life and a family of her own. But I would like for her to become your companion, just as she has been mine. When you leave Canterlot, let her go with you. When you fly, let her fly by your side.

“This, I ask of you, Rainbow. It’s my only request. I don’t wish to keep you from flying and pursuing your dreams. But with Philomena by your side, at least I’ll know that you’re safe.”

Rainbow was at a loss for words. “I… I don’t…”

“Promise me you won’t fly alone without Philomena with you.”

“Y-Yeah. Of course,” Rainbow said. Then, seconds later, “What’s going on? Does this have anything to do with that thing Twi and me dropped in on earlier this afternoon? That big conference with Princess Luna and all those other ponies?”

“Do you know how to whistle, Rainbow?”

Rainbow blinked. “What? I… yeah, I know how to whistle. But what’s that got to do with—”

“If you ever want to call Philomena, just put your hoof between your lips and blow. Like this.”

Celestia demonstrated. A sonorous note rang forth, golden and pure. At the sound of the note, Philomena stirred on Rainbow’s hoof and gazed at the Princess expectantly.

“She’ll hear you from anywhere in the world, and she’ll come as fast as she’s able to. That’s another aspect of phoenix magic.”

“But what about—”

“Shh. Now you try.”

A trickle of annoyance seeped through the cracks in Rainbow’s poker face. She did as Celestia said and blew a whistle. Once again, the phoenix stirred, staring at her with a deadpan expression, which Rainbow figured probably translated to something like, ‘Really? Did you really just whistle at me from two feet away? I can hear you any place on earth. What the hay are you bothering me for?

She cracked a wry grin. “I hear you, buddy.”

“Promise me you won’t go flying without Philomena.”

Rainbow frowned. “I already did.”

“Promise me, Rainbow!”

“I promise! I promise, already! Jeeze!”

Celestia’s hard gaze relented. “Then fly high, Rainbow Dash. Fly high, and may the winds be at your back. Fly high, and make every second you have on this earth matter.”

She stared off into the heavens. The moon caught her eye, sliding out from behind a ghost of a cloud, and a dark look fell over her face.

“Because there’s no way to know what tomorrow will bring.”


Friday morning was well underway in Lower Manehattan.

From the sparkling blue waters of the East River to the banks of the Studson, rimmed with piers, like rows of teeth, and from there out to the harbor, where the steamboats chugged across the bay to the tempo of paddle wheel splashes and belches of white. From the forested walks of Central Park, where the sophisticates were already a-stroll in their finest top hats and monocles, reveling in the chance to see—and be seen by—their fellow emissaries of the urban elite; to the gargantuan constructs of girders and rebar, rising upward from the quaint dwellings of yesteryear to challenge the pegasi’s dominion over the sky.

And Friday morning was well underway atop the Equestrian State Building, where no fewer than a hundred officers of the Royal Guard and the Manehattan Police Department stood gathered. All of them had their eyes fixated on the downtown city streets.

Lording over them, imperious and tall, was Tristar. As he paced back and forth along the rim of the antenna spire, looking down on the troops at his command, a tide of scorn seemed to roll off of him with every bold stride and gallant toss of his mane.

The tension was thick enough to cut with a knife.

Rumors had filtered down the ranks, of course. Rumors of an unseen peril, cloaked in darkness, building in the underworld day by day, as fast and intangible as the shadows it inhabited. Even the lowliest grunts, too pathetic and ignoble to be briefed, had insight enough to glean a sliver of the dread which gripped the hearts of their superiors.

Yet nothing had happened. As the morning sun crested the pinnacles and rooftops in the east and shined down upon the city, all was peaceful in Lower Manehattan.

It was… just another Friday morning.

Tristar glared through a pair of binoculars. Far off in the distance, on a remote construction site, a company of hardhatted construction ponies were slaving away, swarming over the skeletal frame of a skyscraper like insects over fresh-picked red bone.

“Captain Tristar, sir,” one of the police lieutenants addressed him.

Tristar growled and lowered the binoculars. “What is it?”

“It just turned nine-thirty, sir.”


“And… And you asked to be notified every half hour, sir.”

“I know what I asked. Do you think you need to inform me of my own orders?” Tristar snarled.

“I—no, Captain Tristar, sir, I don’t think—”

“Precisely. You don’t think. Now shut up, fool, and let me do my job.”

Tristar turned on his hoof and stormed away.

Nine-thirty meant it was report-in time. An unfortunate necessity, as it meant he had to interact with that moron, Sage Whitehoof. Tristar shot a withering glance at the uppermost rooftop platform, where the old fool was “hard at work” talking to Princess Celestia. Damn his eyes.

He approached the metal stairway that led up to them, then stopped at the foot of it, surveying it with disdain. With another proud toss of his head, he opened his wings and gave them a mighty flap, took to the air, and landed lightly beside the Princess and… that other stallion.

Tristar immediately fell into a bow. “Princess Celestia.”

“Arise, Captain,” said Celestia. “We haven’t time for such formalities.”

“Of course, Your Majesty. Forgive my interruption, but the half hour has arrived, and we require the magical ability of this… wizard… to make the rounds.”

Tristar’s contempt was thinly masked, but Sage just smiled right on back at him with a twinkle in those silver eyes. “Certainly. This wizard is happy to help in any way he can. Your Majesty?”

Celestia nodded. “Proceed.”

Sage’s horn crackled. In a flash of light, he conjured up a crystal ball atop a little onyx pedestal.

“Behold. My preferred method of communication. Simply think of the pony you wish to commune with, and you will be able to speak to them. The crystal is tuned to the diviner’s thoughts.”

Tristar eyed the crystal ball warily. “Black magic…” he muttered.

“What was that?”


With a sigh of resignation, he shut his eyes and formed the picture of another stallion in his mind—Otto, his trusted deputy, who was heading the detachment at the southern tip of the island. Taking a second to clear his throat, he spoke loudly and clearly into the crystal ball.

“Otto. Otto Bravemane. Come in, Otto.”

He puffed out his cheeks, pouring all his thought and concentration into keeping the image in his head. After several seconds had passed and there was still no reply from the crystal ball, he cracked open one eye—and was enraged to see Sage smirking at him.

“You have to touch it first, Captain.”

“Why, you—!”

“Gentlecolts, please! We don’t have time for this,” said Celestia.

Tristar slammed his hoof down on the crystal ball. “Otto Bravemane, report in. Now!”

The orb gave a chirp of static, and then a voice resonated forth.

Captain Tristar? Is that you?

“Of course it is! Issue your report!”

Yes sir, Captain. Trottery Park reporting. It’s a beautiful day out here. Castle Garden is open, and the boats are streaming in. There’s a few civvies out and about. Street vendors setting up shop, mostly, and a couple tourists here and there. Nothing suspicious. It really is a beautiful day—

Tristar scowled. “Enough! Statue of Harmony, report in!”

“Statue of Harmony here. All’s well on the harbor. Seven tour groups so far this morning. A lot of families. A few school field trips. We’re keeping a close eye on the kids, but so far, nothing out of the ordinary. We had some barges go up the river, but they all had the proper paperwork—”

“Manehattan Stock Exchange, report in!”

A new voice came over the line, accompanied by a cacophony of loud shouts and deafening clicking noises: “Reporting in. The stock market just opened, and it’s, uh, a little on the loud side here. Can you hear me alright? I’ve got nothing to report—it’s all business as usual here—

Tristar went down the list, from Broadneigh to Pony Island. They all checked in okay. By the time the last squadron sounded off, it was almost ten, and the Captain of the Guard was thoroughly bemused.

Narrowing eyes joined forces with a contemptuous sneer as he gazed down upon the city. “Where the hell are they?”


The train screamed through a pitch-black tunnel. A bullet in the dark.

On board, the electric lights were out. Hundreds of candles burned in their stead, casting withering fingers of orange across the cabin. Hidden in the murk, barely visible, the faceless forms of a dozen cloaked figures cut a terrifying profile.

A dozen cloaked figures… plus one more.

The thirteenth loomed larger than the rest. As he glided down the center aisle, the others fanned around him like a sinister honor guard.

“My friends. The moment is upon us.”

He spoke in a rasping voice which was neither loud nor soft, but stretched each sentence to its fullest, as if every last word and syllable were laden with a secret diabolical meaning.


“Princess, are you certain of the information you were told regarding this attack?” Tristar asked. “Is there any chance you may have erred? Or that the intel has been compromised?”

Celestia regarded him with frost in her eyes. “Are you certain the sun will rise tomorrow, Captain? Are you certain that when you wake up in the morning beside your loving wife, there will still be an Equestria for you to enjoy? And that your children, when they are roused from their beds, will be able to venture outside and play in the warmth of the day, without fear, under the blessings of freedom and protection which I have provided for a thousand years, without fail?”

Tristar flinched. “I… of course I’m certain, Your Majesty.”

“Then do not ask me whether I have erred, Tristar. I have neither the time nor the inclination to justify myself to you. I looked into Benedict’s eyes when she told me everything she knew. I saw the loyalty there. The honesty. Suffice it to say, the information is trustworthy.”


“Celestia believes her inquisitions have borne fruit. That her mongrel dogs remain loyal to her. Even now, the usurper stands on high, peering down at the city with dread, awaiting the disaster that has been foretold to her. The same disaster we thirteen martyrs will wreak upon her head.”

The train gave a lurch as it flew around a bend, causing several of the cloaked ponies to lose their balance. The leader did not falter. Did not sway. Did not so much as twitch.

"I, Bedlam Bustle, carry the rite of voice. I alone may speak in the name of the Goddess. But all of us together shall carry out Our Lady's will. We shall do what the Goddess requires of us. We shall carry out Her bidding, from this life into the next."


“Forgive me, Your Majesty,” said Tristar, bowing low again—even as a maelstrom of indignation churned behind his purple eyes. “I should not have been so presumptuous. I only meant to clarify. The hour grows late, and my guards are growing restless—”

“They’re my guards first, Tristar, and yours third. Sage Whitehoof is in command of this operation. You are here to render support in any way he deems appropriate.”

Tristar’s eyes thinned at the sight of the elder unicorn, still with that same damn smile on his face, whimsical and infuriating as ever. “Then—if I may—perhaps the wizard has some advice as to what our next course of action should be.”

“Patience, my friend,” said Sage. “All of our pieces are in place, but it isn’t for us to make the first move. Be at peace. Your valiant heart will be tested soon enough.”

“And where is Princess Luna on this fine morning?” Tristar asked. He directed his sweltering glare down upon the city again. “I was under the impression she would be joining us.”

A tiredness crept back into Celestia’s countenance. “It would appear she won’t be.”

“Pity. Luna is the one pony who might actually be able to quash these insurrectionists. If she were here—”

“Please, Captain. For once in your life, hold your tongue.”

“Who better to understand what they aim to achieve?” Tristar asked. “Their goals, their ambitions—”


“We shall be the harbingers of Her return,” Bedlam said.

He approached the front of the coach, and then he stopped, turned, and looked back on the others, his face hidden beneath his long, red cowl.

“To send a message. To Celestia, and to all ponies, everywhere. That the cancerous spread of the light across these stolen lands will be met by fire… That their cities, their churches, their wretched little homes will burn… burn… all of them… burn…”

He headed back down the center aisle, pausing to shed his malevolent gaze on each pony in turn.

“Go forth. In the name of the Goddess.”


Grand Central Station.

The transit hub of Lower Manehattan and a breathtaking monument in its own right. As the sun’s golden rays poured through the tall, arched windows and melted on those honeyed walls, a hundred ponies shuffled through the main concourse, bound for destinations near and far.

The terminal glowed with warmth and life.

A lavender-maned white filly bounced through the crowd with stars in her eyes, barely able to keep a lid on her excitement. “Wow! This place is cool!” she exclaimed.

A skip and three hops behind her, a white stallion in a Hawaiian shirt grinned out from beneath the brim of his straw hat. “Hurry along there, Sweetie Belle! Doncha know we’ve got a train to catch and we don’t want to miss it, yeah?”

“Sure thing, Dad! Hey, what are we gonna do next?”

“Gee, we’ve been out all morning, haven’t we? Maybe we should head on back to the hotel. Your mother’s probably wondering where we are.”


“Hey, don’t look so down in the dumps! We’ll get your mom, grab a bite to eat, and then we’ll find something fun to do. I’ve always wanted to see that there big statue out in the water, eh? Maybe we can give that a looksee. Whaddaya say?”

“Cool! I can’t wait to tell Applebloom and Scootaloo all about—”

A shout went up from somepony on the platform, which was quickly drowned out by the banshee screech of steel wheels against steel tracks. Seconds later, a noise like a thunderclap shook the walls and rained dust down from the ceiling.

Terror ripped through the crowd in waves. The ponies nearest to the center of the commotion turned and ran screaming, while those farther back looked on with nervous confusion.

Sweetie Belle edged closer to her father. “Dad, what’s going on?”

“I don’t know, but stay behind me, okay?”

She did. Curiosity sank its teeth into her, though, and she peeked out around her dad in spite of herself, squinting through the fleeing masses.

The crowd pulled back to reveal thirteen figures cloaked in red. They filed through the door of the train with their cowls drawn over their faces. What was left of the platform smoldered behind them, cast in rubble, bleeding black columns of smoke.

Sweetie Belle tugged on her father’s leg. “Dad, what are they—”

The cloaked pony out in front turned his horn on the ticket booth.

A jet black ray shot out.

The four-faced golden clock exploded in a molten ball of fire.

And the crowd screamed all the louder.


Sweetie Belle felt her father’s warm muzzle press against the nape of her neck, felt him grab her by the scruff, and the next thing she knew, he tossed her through the air, she landed on his back, and then they were galloping off together, her hooves wrapped tightly around him. Another salvo of explosions rocked the building, shattered windows, rained down shards, and she screamed as a vicious fang of glass bit into her shoulder, drawing a rivulet of blood, but nopony heard her, her voice was lost in the uproar.

The chandeliers were the next to go, the little lightbulbs bursting one after the other in rapid succession, filling the air with a shower of orange sparks and a POP-POP-POP! as they went off again and again and again, and when the sparks went out, the place was dark, the windows the only source of illumination, and even they seemed dimmed, as if a smothering black curtain had been drawn around the building, blotting out the light of the sun.

Then the Equestrian flag hung over the concourse went up in flames, the circle-bound image of Celestia and Luna winding their course around the sun and moon shriveled, turned black, and fell from its mount on the ceiling, giving birth to a bonfire in the center of the room.

Suddenly, it wasn’t difficult to see anymore.

But it wasn’t any easier to breathe. Sweetie Belle squeezed her eyes shut and coughed into her daddy’s mane, the smoke burning the back of her throat…

She felt the push of inertia as her father skidded to a stop. A hundred scared ponies were piled up in front of the exit, pushing and shoving and screaming for their lives.

Sweetie Belle and her father made them one-hundred and two.


Another black ray erupted from his horn.

The doors slammed closed.

Then everything exploded.

The bottom fell out, the world upended, her iron grip turned to sand and slipped away, there was a bright light, a blinding flash, one moment there were screams, and the next, just a loud ringing, she felt the tongues of the flame against her hooves, the scalding sting of hot gasses upon her face, and when she opened her eyes, she saw a dozen ponies silhouetted against the orange plume, and when she closed them again, all she could see were the faces of her mother, her father, her sister, making capes for the Cutie Mark Crusaders, winning first prize for the comedy act at the school talent show, running alongside Rarity at the Sisterhooves Soc—

She hit the ground with a thud.

Her vision went black, but the world kept spinning. Twenty-five feet later, she rolled to a stop. A gasp escaped her lips, interwoven with fear, pain, shock, and something more.

“R-Rarity,” she choked out. “Mommy… Daddy… Rarity… help…”

She opened her eyes.

Five feet away, a white stallion lay face-down, motionless. A wisp of smoke curled upward from his smoldering shirt and the charred remains of his hat.

She tried to stand up, tried to crawl to him, but a shooting pain in her ribs put an end to that. She reached out to him in vain. “Daddy…”

Then a shadow fell over her.

Sweetie Belle had never known true terror until that moment, when she looked up into the faceless visage of the cultist. Her blood ran cold, her muscles froze, she couldn’t run, she couldn’t look away. She just lay there, shaking, powerless, afraid.

The last thing she felt was his hoof slamming into her chest, punting her away like a football.

And the last thing she heard before sweet, merciful unconsciousness finally claimed her was his voice, dripping with malice.